8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORTPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
April 12, 2013

RELIANCE STEEL & ALUMINUM CO.

(Exact name of registrant as specified in its charter)

California (State or other jurisdiction of incorporation) 001-13122 (Commission File Number) 95-1142616 (I.R.S. Employer Identification Number)

350 S. Grand Ave., Suite 5100

Los Angeles, CA 90071

(Address of principal executive offices)

(213) 687-7700
(Registrant’s telephone number, including area code)

Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.     Other Events

On April 12, 2013, Reliance Steel & Aluminum Co. (the “Company”) completed the issuance and sale of $500.0 million aggregate principal amount of its 4.500% Senior Notes due 2023 (the “Notes”).  The Notes were sold pursuant to an underwriting agreement dated April 9, 2013 among the Company, the Subsidiary Guarantors named on Schedule 2 thereto (the “Subsidiary Guarantors”), and J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representatives of the several underwriters named on Schedule 1 thereto, which is filed as Exhibit 1.1 hereto and incorporated by reference herein. The offer and sale of the Notes was registered under an effective Registration Statement on Form S-3 (Registration No. 333-187666), filed with the SEC on April 2, 2013, and the Notes were issued pursuant to an Indenture, dated as of April 12, 2013, among the Company, the Subsidiary Guarantors and Wells Fargo Bank, National Association, as trustee (the “Base Indenture”), as supplemented by a First Supplemental Indenture, dated as of April 12, 2013, among the Company, the Subsidiary Guarantors and Wells Fargo Bank, National Association, as trustee (the “First Supplemental Indenture” and together with the Base Indenture, the “Indenture”).

The Notes are Reliance’s senior unsecured obligations and will rank equally in right of payment with all of its existing and future unsecured and unsubordinated obligations. The Notes are unconditionally guaranteed by the Subsidiary Guarantors, consisting of each of Reliance’s wholly-owned domestic subsidiaries that are borrowers or guarantors under Reliance’s credit agreement or its 6.200% Senior Notes due 2016 and 6.850% Senior Notes due 2036 (the “existing notes”).  Additional wholly-owned domestic subsidiaries of Reliance that become borrowers or guarantors under Reliance’s credit agreement or its existing notes will be required to become guarantors of the Notes.  The Company intends to use the net proceeds from the offering of the Notes to provide a portion of the funding for its acquisition of Metals USA Holdings Corp. (“Metals USA”). If the Metals USA acquisition has not closed by December 15, 2013 or if a Merger Termination Event (as defined in the Indenture) occurs, Reliance will be required to redeem the Notes, in whole but not in part, at a redemption price equal to 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest on the notes to the date of redemption.

The material terms and conditions of the Notes are set forth in the Base Indenture, attached hereto as Exhibit 4.1, and the First Supplemental Indenture, attached hereto as Exhibit 4.2, each of which is incorporated herein by reference. The descriptions of the Indenture and the Notes in this report are summaries and are qualified in their entirety by the terms of the Indenture and the form of Note included in the First Supplemental Indenture.

Item 9.01.     Financial Statements and Exhibits.

(d)   Exhibits.

Exhibit No.	Description
1.1	Underwriting Agreement, dated April 9, 2013, among Reliance Steel & Aluminum Co., the subsidiary guarantors named on Schedule 2 thereto, and J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named on Schedule 1 thereto.
4.1	Indenture, dated as of April 12, 2013, among Reliance Steel & Aluminum Co., the subsidiary guarantors party thereto, and Wells Fargo Bank, National Association, as trustee.
4.2	First Supplemental Indenture, dated as of April 12, 2013, among Reliance Steel & Aluminum Co., the subsidiary guarantors party thereto, and Wells Fargo Bank, National Association, as trustee (including form of Note).
5.1	Opinion of Davis Polk & Wardwell LLP.
5.2	Opinion of Andre D. Dorval, Attorney at Law.
5.3	Opinion of Bailey Cavalieri LLC.
5.4	Opinion of Bradley Arant Boult Cummings LLP.
5.5	Opinion of Bryan Cave LLP.
5.6	Opinion of Davis Wright Tremaine LLP.
5.7	Opinion of Durio McGoffin Stagg & Ackermann.
5.8	Opinion of Foley & Lardner LLP.
5.9	Opinion of Frederikson & Byron, P.A.
5.10	Opinion of Greenberg Traurig LLP.
5.11	Opinion of Vinson & Elkins LLP.
23.1	Consent of Davis Polk & Wardwell LLP (contained in Exhibit 5.1).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	RELIANCE STEEL & ALUMINUM CO.
Dated: April 12, 2013	By:	/s/ Karla R. Lewis
		Karla R. Lewis
		Executive Vice President and
		Chief Financial Officer

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RELIANCE STEEL & ALUMINUM CO.

FORM 8-K

INDEX TO EXHIBITS

Exhibit No.	Description
1.1	Underwriting Agreement, dated as of April 9, 2013, among Reliance Steel & Aluminum Co., the subsidiary guarantors named on Schedule 2 thereto, and J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named on Schedule 1 thereto.
4.1	Indenture, dated as of April 12, 2013, between Reliance Steel & Aluminum Co., the subsidiary guarantors party thereto, and Wells Fargo Bank, National Association, as trustee.
4.2	First Supplemental Indenture, dated as of April 12, 2013, between Reliance Steel & Aluminum Co., the subsidiary guarantors party thereto, and Wells Fargo Bank, National Association, as trustee (including form of Note).
5.1	Opinion of Davis Polk & Wardwell LLP.
5.2	Opinion of Andre D. Dorval, Attorney at Law.
5.3	Opinion of Bailey Cavalieri LLC.
5.4	Opinion of Bradley Arant Boult Cummings LLP.
5.5	Opinion of Bryan Cave LLP.
5.6	Opinion of Davis Wright Tremaine LLP.
5.7	Opinion of Durio McGoffin Stagg & Ackermann.
5.8	Opinion of Foley & Lardner LLP.
5.9	Opinion of Frederikson & Byron, P.A.
5.10	Opinion of Greenberg Traurig LLP.
5.11	Opinion of Vinson & Elkins LLP.
23.1	Consent of Davis Polk & Wardwell LLP (contained in Exhibit 5.1).

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EX-1.1

Exhibit 1.1

EXECUTION COPY

$500,000,000

RELIANCE STEEL & ALUMINUM CO.

4.500% Senior Notes due 2023

Underwriting Agreement

April 9, 2013

J.P. Morgan Securities LLC

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

As Representatives of the

several Underwriters listed

in Schedule 1 hereto

c/o J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York  10179

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

One Bryant Park

New York, New York  10036

Ladies and Gentlemen:

Reliance Steel & Aluminum Co., a California corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”),    $500,000,000 principal amount of its 4.500% Senior Notes due 2023 (the “Securities”).  The Securities will be issued pursuant to an Indenture to be dated as of April 12, 2013 (the “Base Indenture”), among the Company, the subsidiary guarantors listed in Schedule 2 hereto (the “Subsidiary Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture thereto (together with the Base Indenture, the “Indenture”) (and will be guaranteed on an unsecured senior basis by each of the Subsidiary Guarantors (the “Guarantees”)).

On February 6, 2013, the Company entered into the Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, RSAC Acquisition Corp. and Metals USA Holdings Corp., a Delaware corporation (“Metals USA”), pursuant to which, subject to the satisfaction or waiver of the conditions in the Merger Agreement, the Company shall acquire Metals USA (the “Acquisition”).  For purposes of

the representations and warranties set forth in Section 3 of this Agreement, Metals USA and its subsidiaries shall be deemed, unless the context makes clear otherwise, to be “subsidiaries” of the Company and Metals USA shall be deemed, unless the context makes clear otherwise, to be a “Significant Subsidiary” of the Company; provided that with respect to Metals USA and its subsidiaries, notwithstanding anything to the contrary contained therein, such representations and warranties shall be qualified in their entirety by the actual knowledge of the Company and the Subsidiary Guarantors and by the exceptions and qualifications set forth in the Merger Agreement (including any disclosure schedules, annexes and appendices thereto).

The Company and the Subsidiary Guarantors hereby confirm their agreement with the several Underwriters concerning the purchase and sale of the Securities, as follows:

1.             Registration Statement.  The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form S-3 (File No. 333-187666), including a prospectus, relating to the Securities.  Such registration statement, as amended at the time it becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before it became effective, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities.  If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement.  Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein.  Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus.

At or prior to 3:00 p.m., New York City time, on April 9, 2013, the time when sales of the Securities were first made (the “Time of Sale”), the Company had prepared the

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following information (collectively, the “Time of Sale Information”): a Preliminary Prospectus dated April 9, 2013, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto.

2.             Purchase of the Securities by the Underwriters.

(a)           The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 98.935% of the principal amount thereof plus accrued interest, if any, from April 12, 2013 to the Closing Date (as defined below).  The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.

(b)           The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information.  The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.

(c)           Payment for and delivery of the Securities will be made at the offices of Simpson Thacher & Bartlett LLP at 10:00 A.M., New York City time, on April 12, 2013, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing.  The time and date of such payment and delivery is referred to herein as the “Closing Date”.

(d)           Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company.  The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.

(e)           The Company and the Subsidiary Guarantors acknowledge and agree that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Subsidiary Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Subsidiary Guarantors or any other person.  Additionally, neither the Representatives nor any other Underwriter is advising the Company, the Subsidiary

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Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction.  The Company and the Subsidiary Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor any other Underwriter shall have any responsibility or liability to the Company or the Subsidiary Guarantors with respect thereto. Any review by the Representatives or any Underwriter of the Company, the Subsidiary Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter and shall not be on behalf of the Company or the Subsidiary Guarantors or any other person.

3.             Representations and Warranties of the Company and the Subsidiary Guarantors.  The Company and the Subsidiary Guarantors jointly and severally represent and warrant to each Underwriter that:

(a)           Preliminary Prospectus.  No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus, at the time of filing thereof, complied in all material respects with the Securities Act and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Subsidiary Guarantors make no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company and the Subsidiary Guarantors in writing by such Underwriter through the Representatives expressly for use in any Preliminary Prospectus, such information being limited to the information identified in the final sentence of Section 7(b) (the “Underwriters’ Information”).

(b)           Time of Sale Information. The Time of Sale Information, at the Time of Sale did not, and as amended or supplemented, if applicable, at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Subsidiary Guarantors make no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company and the Subsidiary Guarantors in writing by such Underwriter through the Representatives expressly for use in the Preliminary Prospectus, the Time of Sale Information or the Prospectus, such information being limited to the Underwriters’ Information.

(c)           Issuer Free Writing Prospectus.  The Company and the Subsidiary Guarantors (including their agents and representatives, other than the Underwriters in their capacity as such) have not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an

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offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company and the Subsidiary Guarantors or their agents and representatives (other than a communication referred to in clauses (i) (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex A hereto which constitute part of the Time of Sale Information and (v) any electronic road show or other written communications, in each case used in accordance with Section 4(c).  Each such Issuer Free Writing Prospectus complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and, when taken together with the Time of Sale Information, at the Time of Sale did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Subsidiary Guarantors make no representation or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Company and the Subsidiary Guarantors in writing by such Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus, such information being limited to the Underwriters’ Information.

(d)           Registration Statement and Prospectus.  The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company.  No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering has been initiated or threatened by the Commission; as of the applicable effective date of the Registration Statement and any amendment thereto, the Registration Statement complied and will comply in all material respects with the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”), and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the

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Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto.

(e)           Incorporated Documents.  The documents incorporated by reference in each of the Registration Statement, the Prospectus and the Time of Sale Information, when filed with the Commission, conformed or will conform, as the case may be, in all material respects to the requirements of the Exchange Act or the Securities Act, as applicable, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(f)            Financial Statements.  The financial statements and the related notes and supporting schedules thereto included or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the financial position of the Company and its subsidiaries, or Metals USA and its subsidiaries, as the case may be, as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby; the other financial information of the Company included or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus has been derived from the accounting records of the Company and its subsidiaries or of Metals USA and its subsidiaries, as the case may be, and presents fairly the information shown thereby; and the pro forma financial information and the related notes thereto included or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus have been prepared in accordance with the Commission’s rules and guidance with respect to pro forma financial information, and the assumptions underlying such pro forma financial information are reasonable and are set forth in each of the Registration Statement, the Time of Sale Information and the Prospectus. The interactive data in eXtensbile Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus and the Time of Sale Information fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto.

(g)           No Material Adverse Change.  Since the date of the most recent financial statements of the Company included or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus, (i) there has not been any material change in the capital stock or long-term debt of the Company or any of its subsidiaries, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of capital stock (other than its regular quarterly dividend on its common stock), or any material adverse change, or any development involving a prospective material adverse change, in or affecting the business, properties, management, financial position or results of operations of the Company and its subsidiaries taken as a whole; (ii) neither the Company nor any of its

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subsidiaries has entered into any transaction or agreement that is material to the Company and its subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company and its subsidiaries taken as a whole; and (iii) neither the Company nor any of its subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, except in each case as otherwise disclosed in each of the Registration Statement, the Time of Sale Information and the Prospectus.

(h)           Organization and Good Standing.  The Company and each of its subsidiaries have been duly organized and are validly existing and in good standing under the laws of their respective jurisdictions of organization, are duly qualified to do business and are in good standing in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification, and have the power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are engaged, except where the failure to be so qualified, in good standing or have such power or authority would not, individually or in the aggregate, have a material adverse effect on the business, properties, management, financial position or results of operations of the Company and its subsidiaries taken as a whole or on the performance by the Company and the Subsidiary Guarantors of their obligations under this Agreement and the Securities and the Guarantees (a “Material Adverse Effect”).  The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed on Schedule 3 hereto.

(i)            Capitalization.  The Company has an authorized capitalization as set forth in each of the Registration Statement, the Time of Sale Information and the Prospectus under the heading “Capitalization” and all the outstanding shares of capital stock or other equity interests of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable (except, in the case of any foreign subsidiary, for directors’ qualifying shares and except as otherwise described in each of the Registration Statement, the Time of Sale Information and the Prospectus) and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party (except as otherwise described in each of the Registration Statement, the Time of Sale Information and the Prospectus) (collectively, “Liens”).

(j)            Due Authorization.  The Company and each Subsidiary Guarantor has full right, power and authority to execute and deliver this Agreement, the Securities and the Indenture (including the Guarantee set forth therein) (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

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(k)           The Indenture.  The Indenture has been duly authorized by the Company and each of the Subsidiary Guarantors and the Indenture has been duly qualified under the Trust Indenture Act and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company and each of the Subsidiary Guarantors enforceable against the Company and each of the Subsidiary Guarantors in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability (collectively, the “Enforceability Exceptions”).

(l)            The Securities.  The Securities have been duly authorized by the Company and, when duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.

(m)          The Guarantees.  The Guarantees have been duly authorized by each of the Subsidiary Guarantors and, when the Securities have been duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be valid and legally binding obligations of each of the Subsidiary Guarantors, enforceable against each of the Subsidiary Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.

(n)           Underwriting Agreement.  This Agreement has been duly authorized, executed and delivered by the Company and each of the Subsidiary Guarantors.

(o)           Descriptions of the Transaction Documents.  Each Transaction Document conforms in all material respects to the description thereof contained in each of the Time of Sale Information and the Prospectus.

(p)           No Violation or Default.  Neither the Company nor any of its significant subsidiaries within the meaning of Rule 1-02(w) of Regulation S-X (“Significant Subsidiaries”) is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Significant Subsidiaries is a party or by which the Company or any of its Significant Subsidiaries is bound or to which any property or assets of the Company or any of its Significant Subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, have a Material Adverse Effect.

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(q)           No Conflicts.  The execution, delivery and performance by the Company and each of the Subsidiary Guarantors of each of the Transaction Documents to which it is a party, the issuance and sale of the Securities, the issuance of the Guarantees and compliance by the Company and each of the Subsidiary Guarantors with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, result in the termination, modification or acceleration of, or result in the creation or imposition of any Lien upon any property or assets of the Company or any of the Subsidiary Guarantors pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound or to which any property, right or asset of the Company or any Subsidiary Guarantor is subject, (ii) result in any violation of the provisions of the charter or by-laws or similar organizational documents of the Company or any Subsidiary Guarantor or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (i) and (iii) above, for any such conflict, breach, violation, default or Lien that would not, individually or in the aggregate, have a Material Adverse Effect.

(r)            No Consents Required.  No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company and each of the Subsidiary Guarantors of each of the Transaction Documents to which it is a party, the issuance and sale of the Securities, the issuance of the Guarantees and compliance by the Company and the Subsidiary Guarantors with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents (which transactions shall not include the Acquisition), except for the registration of the Securities and the Guarantees under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters.

(s)            Legal Proceedings.  Except as described in each of the Registration Statement, the Time of Sale Information and the Prospectus, there are no legal, governmental or regulatory investigations, actions, suits or proceedings (“Actions”) pending to which the Company or any of its Significant Subsidiaries is or may be a party or to which any property or assets of the Company or any of its Significant Subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its Significant Subsidiaries, could reasonably be expected to have a Material Adverse Effect; no such Actions are threatened or, to the knowledge of the Company and each of the Subsidiary Guarantors, contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending Actions that are required under the Securities Act to be described in the Registration Statement or the Prospectus that are not so described in the Registration Statement, the Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the

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Registration Statement and the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Time of Sale Information and the Prospectus.

(t)            Independent Accountants.  KPMG LLP, who has certified certain financial statements of the Company and its subsidiaries, and Deloitte & Touche LLP, who has certified certain financial statements of Metals USA and its subsidiaries, are each an independent registered public accounting firm with respect to the Company and its subsidiaries and Metals USA and its subsidiaries, as the case may be, within the applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (United States) and as required by the Securities Act.

(u)           Title to Real and Personal Property.  The Company and its Significant Subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its Significant Subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its Significant Subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

(v)           Investment Company Act.  Neither the Company, nor any of the Subsidiary Guarantors is, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in each of the Registration Statement, the Time of Sale Information and the Prospectus, none of them will be required to register as an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Investment Company Act”).

(w)          No Labor Disputes.  No labor disturbance by or dispute with employees of the Company or any of its Significant Subsidiaries exists or, to the knowledge of the Company or any of the Subsidiary Guarantors, is contemplated or threatened, except as would not have a Material Adverse Effect.

(x)           Compliance With Environmental Laws.  (i) Except as described in each of the Registration Statement, the Time of Sale Information and the Prospectus, the Company and its subsidiaries (x) are in compliance in all material respects with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses; and (z) have not received written notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes,

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pollutants or contaminants, and the Company has no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect; and (iii) except as described in each of the Time of Sale Information and the Prospectus, there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed by the Company that the aggregate amount of any monetary sanctions imposed in excess of amounts therefor fully covered by insurance will not exceed $10,000,000.

(y)           Disclosure Controls.  The Company and its subsidiaries maintain an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure.  The Company and its subsidiaries have carried out evaluations of the effectiveness of their disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act.

(z)           Accounting Controls.  The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  The Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) interactive data in eXtensbile Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus and the Time of Sale Information is prepared in accordance with the Commission’s rules and guidelines applicable thereto.  Except as disclosed in each of the Registration Statement, the Prospectus and the Time of Sale Information, there are no material weaknesses in the Company’s internal controls.

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(aa)         No Unlawful Payments.  Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company and each of the Subsidiary Guarantors, any director, officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977; (iv) violated or is in violation of any provision of the Bribery Act 2010 of the United Kingdom;  or (v) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

(bb)         Compliance with Money Laundering Laws.  The operations of the Company and its subsidiaries are and have been conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any of the Subsidiary Guarantors, threatened.

(cc)         No Conflicts with Sanctions Laws.  None of the Company, any of its subsidiaries or, to the knowledge of the Company or any of the Subsidiary Guarantors, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”)), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located or organized in a country or territory that is the subject of Sanctions; and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund any activities of or business with any person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or (ii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions.

(dd)         No Restrictions on Subsidiaries.  No subsidiary of the Company is currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to the Company, from making any other distribution on such subsidiary’s capital stock or similar ownership interest, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s properties or assets to the

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Company or any other subsidiary of the Company, except for any such restrictions that will be permitted by the Indenture.

(ee)         No Broker’s Fees.  Neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any person (other than this Agreement) that would give rise to a valid claim against any of them or any Underwriter for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Securities.

(ff)          No Stabilization.  Neither the Company nor any of the Subsidiary Guarantors has taken, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities.

(gg)         Margin Rules.  Neither the issuance, sale and delivery of the Securities nor the application of the proceeds thereof by the Company as described in each of the Registration Statement, the Time of Sale Information and the Prospectus will violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors.

(hh)         Status under the Securities Act.  The Company is not an ineligible issuer and is a well-known seasoned issuer, in each case as defined under the Securities Act, in each case at the times specified in the Securities Act in connection with the offering of the Securities.

4.             Further Agreements of the Company and the Subsidiary Guarantors.  The Company and the Subsidiary Guarantors jointly and severally covenant and agree with each Underwriter that:

(a)           Required Filings.  The Company and the Subsidiary Guarantors will file the final Prospectus with the Commission within the time periods specified by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act, will file any Issuer Free Writing Prospectus (including the Pricing Term Sheet referred to in Annex A hereto) to the extent required by Rule 433 under the Securities Act; and the Company will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities; and the Company will furnish copies of the Prospectus and each Issuer Free Writing Prospectus (to the extent not previously delivered) to the Underwriters in New York City prior to 10:00 A.M., New York City time, on the business day next succeeding the date of this Agreement in such quantities as the Representatives may reasonably request. The Company will pay the registration fees for this offering within the time period required by Rule 456(b)(1)(i) under the Securities Act (without giving effect to the proviso therein) and in any event prior to the Closing Date.

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(b)           Delivery of Copies.  The Company will deliver, without charge, (i) to the Representatives, two signed copies of the Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and consents filed therewith; and (ii) to each Underwriter (A) a conformed copy of the Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and consents filed therewith and (B) during the Prospectus Delivery Period (as defined below), as many copies of the Prospectus (including all amendments and supplements thereto) and each Issuer Free Writing Prospectus as the Representatives may reasonably request.  As used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of the Securities by any Underwriter or dealer.

(c)           Amendments or Supplements; Issuer Free Writing Prospectuses.  Before making, preparing, using, authorizing, approving, referring to or filing any Issuer Free Writing Prospectus, and before filing any amendment or supplement to the Registration Statement or the Prospectus, whether before or after the time that the Registration Statement becomes effective the Company will furnish to the Representatives and counsel for the Underwriters a copy of the proposed Issuer Free Writing Prospectus, amendment or supplement for review and will not make, prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such proposed amendment or supplement without first giving the Representatives reasonable time to consult with the Company and comment on such Issuer Free Writing Prospectus, amendment or supplement.

(d)           Notice to the Representatives.  The Company will advise the Representatives promptly (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective; (iii) when any supplement to the Prospectus or any amendment to the Prospectus or any Issuer Free Writing Prospectus has been filed; (iv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (v) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (vi) of the occurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus, the Time of Sale Information or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading; (vii) of the receipt by the Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (viii) of the

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receipt by the Company of any notice with respect to any suspension of the qualification of the Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Securities and, if any such order is issued, will use its reasonable efforts to obtain as soon as possible the withdrawal thereof.

(e)           Time of Sale Information.  If at any time prior to the Closing Date (i) any event shall occur or condition shall exist as a result of which any of the Time of Sale Information as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (ii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such dealers as the Representatives may designate, such amendments or supplements to the Time of Sale Information (or any document to be filed with the Commission and incorporated by reference therein) as may be necessary so that the statements in any of the Time of Sale Information as so amended or supplemented (including such documents to be incorporated by reference therein) will not, in the light of the circumstances under which they were made, be misleading or so that any of the Time of Sale Information will comply with law.

(f)            Ongoing Compliance.  If during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representatives may designate, such amendments or supplements to the Prospectus (or any document to be filed with the Commission and incorporated by reference therein) as may be necessary so that the statements in the Prospectus as so amended or supplemented (including such documents to be incorporated by reference therein) will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

(g)           Blue Sky Compliance.  The Company will cooperate with the Representatives to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives shall reasonably request and will continue such qualifications in effect so long as required for distribution of the Securities; provided that neither the Company nor any of the Subsidiary Guarantors

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shall be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

(h)           Earnings Statement.  The Company will make generally available to its security holders and the Representatives as soon as practicable an earnings statement that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated thereunder covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the “effective date” (as defined in Rule 158) of the Registration Statement.

(i)            Clear Market.  During the period from the date hereof through and including the Closing Date, the Company and each of the Subsidiary Guarantors will not, without the prior written consent of the Representatives, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Subsidiary Guarantors and having a tenor of more than one year.

(j)            Use of Proceeds.  The Company will apply the net proceeds from the sale of the Securities as described in each of the Registration Statement, the Time of Sale Information and the Prospectus under the heading “Use of Proceeds”.

(k)           DTC.  The Company will assist the Underwriters in arranging for the Securities to be eligible for clearance and settlement through DTC.

(l)            No Stabilization.  Neither the Company nor any of its subsidiaries will take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities.

(m)          Record Retention.  The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Securities Act.

5.             Certain Agreements of the Underwriters. Each Underwriter hereby represents and agrees that:

(a)           It has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus”, as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than (i) a free writing prospectus that, solely as a result of use by such Underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433, (ii) any Issuer Free Writing Prospectus listed on Annex A or prepared pursuant to Section 3(c) or Section 4(c) above (including any electronic road show), or (iii) any free writing prospectus prepared by such Underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an

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“Underwriter Free Writing Prospectus”).  Notwithstanding the foregoing, the Underwriters may use the Pricing Term Sheet referred to in Annex A hereto without the consent of the Company.

(b)           It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period).

6.             Conditions of Underwriters’ Obligations.  The obligation of each Underwriter to purchase Securities on the Closing Date as provided herein is subject to the performance by the Company and each of the Subsidiary Guarantors of their respective covenants and other obligations hereunder and to the following additional conditions:

(a)           Registration Compliance; No Stop Order.  No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose, pursuant to Rule 401(g)(2) or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission; the Prospectus and each Issuer Free Writing Prospectus shall have been timely filed with the Commission under the Securities Act (in the case of a Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act) and in accordance with Section 4(a) hereof; and all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representatives.

(b)           Representations and Warranties.  The representations and warranties of the Company and the Subsidiary Guarantors contained herein shall be true and correct on the date hereof and on and as of the Closing Date; and the statements of the Company, the Subsidiary Guarantors and their respective officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date.

(c)           No Downgrade.  Subsequent to the earlier of (A) the Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization”, as such term is defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any other debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

(d)           No Material Adverse Change.  No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement

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thereto) the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.

(e)           Officer’s Certificate.  The Representatives shall have received on and as of the Closing Date a certificate of an executive officer of the Company and of each Subsidiary Guarantor who has specific knowledge of the Company’s or such Subsidiary Guarantor’s financial matters and is reasonably satisfactory to the Representatives (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officer, the representations set forth in Sections 3(b) and 3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company and the Subsidiary Guarantors in this Agreement are true and correct and that the Company and the Subsidiary Guarantors have complied with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

(f)            Comfort Letters.  On the date of this Agreement and on the Closing Date, KPMG LLP and Deloitte & Touche LLP shall have furnished to the Representatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus regarding the Company and its subsidiaries and Metals USA and its subsidiaries, respectively; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

(g)           Opinion and 10b-5 Statement of Counsel for the Company and the Subsidiary Guarantors.  Davis Polk & Wardwell LLP, counsel for the Company and the Subsidiary Guarantors, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, each dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

(h)           Opinion of Special Counsel for the Subsidiary Guarantors.  Andre D. Dorval, Attorney at Law, Bailey Cavalieri LLC, Bradley Arant Boult Cummings LLP, Greenberg Traurig, LLP and Vinson & Elkins LLP, special counsel for certain of the Subsidiary Guarantors, shall have furnished to the Representatives, at the request of the Company, their written opinion, each dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

(i)            Opinion and 10b-5 Statement of Counsel for the Underwriters.  The Representatives shall have received on and as of the Closing Date an opinion and 10b-5 statement of Simpson Thacher & Bartlett LLP, counsel for the Underwriters, with

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respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

(j)            No Legal Impediment to Issuance.  No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities or the issuance of the Guarantees; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities or the issuance of the Guarantees.

(k)           Good Standing.  The Representatives shall have received on the Closing Date reasonably satisfactory evidence of the good standing of the Company and its Significant Subsidiaries in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication, from the appropriate governmental authorities of such jurisdictions.

(l)            DTC.  The Securities shall be eligible for clearance and settlement through DTC.

(m)          Indenture and Securities.  The Indenture shall have been duly executed and delivered by a duly authorized officer of the Company, each of the Subsidiary Guarantors and the Trustee, and the Securities shall have been duly executed and delivered by a duly authorized officer of the Company and duly authenticated by the Trustee.

(n)           Additional Documents.  On or prior to the Closing Date, the Company shall have furnished to the Representatives such further certificates and documents as the Representatives may reasonably request.

All opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.

7.             Indemnification and Contribution.

(a)           Indemnification of the Underwriters.  The Company and each of the Subsidiary Guarantors jointly and severally agree to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable and documented legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission

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to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, (ii) or any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein.

(b)           Indemnification of the Company and the Subsidiary Guarantors.  Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Subsidiary Guarantors, each of its respective affiliates, directors and officers and each person, if any, who controls the Company or the Subsidiary Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the following paragraphs in the Preliminary Prospectus and the Prospectus: (i) the second sentence of the paragraph opposite the caption “Summary-The Offering-Conflicts of Interest”, (ii) the third sentence of the paragraph opposite the caption “Summary-The Offering-Absence of Public Market for the Notes”, (iii) the third paragraph under the caption “Underwriting”, (iv) the third sentence of the fifth paragraph under the caption “Underwriting”, (v) the sixth paragraph under the caption “Underwriting” relating to stabilization and syndicate covering transactions and (vi) second sentence of the paragraph under the caption “Underwriting-Conflicts of Interest”.

(c)           Notice and Procedures.  If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under paragraph (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under paragraph (a) or (b) above.  If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying

20

Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person (who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent the Indemnified Person and any others entitled to indemnification pursuant to this Section 7 that the Indemnifying Person may designate in such proceeding and shall pay the fees and expenses of such proceeding and shall pay the reasonable and documented fees and expenses of such counsel related to such proceeding, as incurred.  In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them.  It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred.  Any such separate firm for any Underwriter, its affiliates, directors and officers and any control persons of such Underwriter shall be designated in writing by J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated and any such separate firm for the Company, the Subsidiary Guarantors, their respective directors and officers and any control persons of the Company and the Subsidiary Guarantors shall be designated in writing by the Company.  The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment.  No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (x) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

(d)           Contribution.  If the indemnification provided for in paragraph (a) or (b) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the

21

relative benefits received by the Company and the Subsidiary Guarantors on the one hand and the Underwriters on the other from the offering of the Securities or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and the Subsidiary Guarantors on the one hand and the Underwriters on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations.  The relative benefits received by the Company and the Subsidiary Guarantors on the one hand and the Underwriters on the other shall be deemed to be in the same respective proportions as the net proceeds (before deducting expenses) received by the Company and the Subsidiary Guarantors from the sale of the Securities and the total underwriting discounts and commissions received by the Underwriters in connection therewith, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate offering price of the Securities.  The relative fault of the Company and the Subsidiary Guarantors on the one hand and the Underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or any Subsidiary Guarantor or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(e)           Limitation on Liability.  The Company, the Subsidiary Guarantors and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above.  The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any reasonable and documented legal or other expenses incurred by such Indemnified Person in connection with any such action or claim.  Notwithstanding the provisions of this Section 7, in no event shall an Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the offering of the Securities exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.  The Underwriters’ obligations to contribute pursuant to this Section 7 are several in proportion to their respective purchase obligations hereunder and not joint.

(f)            Non-Exclusive Remedies.  The remedies provided for in this Section 7 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity.

22

8.             Effectiveness of Agreement.  This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

9.             Termination.  This Agreement may be terminated in the absolute discretion of the Representatives, by notice to the Company, if after the execution and delivery of this Agreement and on or prior to the Closing Date (i) trading generally shall have been suspended or materially limited on the New York Stock Exchange or the over-the-counter market; (ii) trading of any securities issued or guaranteed by the Company or any of the Subsidiary Guarantors shall have been suspended on any exchange or in any over-the-counter market; (iii) a general moratorium on commercial banking activities shall have been declared by federal or New York State authorities; or (iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the judgment of the Representatives, is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.

10.          Defaulting Underwriter.

(a)           If, on the Closing Date, any Underwriter defaults on its obligation to purchase the Securities that it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Securities by other persons satisfactory to the Company on the terms contained in this Agreement.  If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Securities on such terms.  If other persons become obligated or agree to purchase the Securities of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Time of Sale Information and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Time of Sale Information and the Prospectus that effects any such changes.  As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Securities that a defaulting Underwriter agreed but failed to purchase.

(b)           If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Securities that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based

23

on the principal amount of Securities that such Underwriter agreed to purchase hereunder) of the Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made.

(c)           If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Securities, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters.  Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company or the Subsidiary Guarantors, except that the Company and each of the Subsidiary Guarantors will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect.

(d)           Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company, the Subsidiary Guarantors or any non-defaulting Underwriter for damages caused by its default.

11.          Payment of Expenses.

(a)           Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and each of the Subsidiary Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s and the Subsidiary Guarantors’ counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all reasonable expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors.

24

(b)           If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company and each of the Subsidiary Guarantors jointly and severally agree to reimburse the Underwriters for all reasonable and documented out-of-pocket costs and expenses (including the reasonable and documented fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

12.          Persons Entitled to Benefit of Agreement.  This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and any controlling persons referred to herein, and the affiliates of each Underwriter referred to in Section 7 hereof.  Nothing in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.  No purchaser of Securities from any Underwriter shall be deemed to be a successor merely by reason of such purchase.

13.          Survival.  The respective indemnities, rights of contribution, representations, warranties and agreements of the Company, the Subsidiary Guarantors and the Underwriters contained in this Agreement or made by or on behalf of the Company, the Subsidiary Guarantors or the Underwriters pursuant to this Agreement or any certificate delivered pursuant hereto shall survive the delivery of and payment for the Securities and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of the Company, the Subsidiary Guarantors or the Underwriters.

14.          Certain Defined Terms.  For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.

15.          Compliance with USA Patriot Act.  In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.

16.          Miscellaneous.

(a)           Authority of the Representatives.  Any action by the Underwriters hereunder may be taken by J.P. Morgan Securities LLC or Merrill Lynch, Pierce, Fenner & Smith Incorporated on behalf of the Underwriters, and any such action taken by J.P. Morgan Securities LLC or Merrill Lynch, Pierce, Fenner & Smith Incorporated shall be binding upon the Underwriters.

25

(b)           Notices.  All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication.  Notices to the Underwriters shall be given to the Representatives c/o J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179 (fax: 212-834-4533); Attention: Investment Grade Syndicate Desk and Merrill Lynch, Pierce, Fenner & Smith Incorporated, 50 Rockefeller Plaza, New York, New York 10020 (fax: 646-855-5958); Attention: High Grade Transaction Management/Legal.  Notices to the Company and the Subsidiary Guarantors shall be given to them at Reliance Steel & Aluminum Co., 350 South Grand Avenue, Suite 5100, Los Angeles, California 90071 (fax: 213-687-8792); Attention:  General Counsel.

(c)           Governing Law.  This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of New York.

(d)           Waiver of Jury Trial.  Each of the parties hereto hereby waives any right to trial by jury in any suit or proceeding arising out of or relating to this Agreement.

(e)           Counterparts.  This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument.

(f)            Amendments or Waivers.  No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.

(g)           Headings.  The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.

26

If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below.

Very truly yours,
RELIANCE STEEL & ALUMINUM CO.
By:	/s/ Karla R. Lewis
Name:	Karla R. Lewis
Title:	Executive Vice President, Chief
Financial Officer and Assistant Corporate Secretary
ALLEGHENY STEEL DISTRIBUTORS, INC.,
ALUMINUM AND STAINLESS, INC.,
AMERICAN METALS CORPORATION DBA AMERICAN STEEL,
AMI METALS, INC.,
CCC STEEL, INC.,
CHAPEL STEEL CORP.,
CHATHAM STEEL CORPORATION,
CLAYTON METALS, INC.,
CONTINENTAL ALLOYS & SERVICES (DELAWARE) LLC,
CONTINENTAL ALLOYS & SERVICES INC.,
CREST STEEL CORPORATION,
DELTA STEEL, INC.,
DIAMOND MANUFACTURING COMPANY,
DURRETT SHEPPARD STEEL CO., INC.,
EARLE M. JORGENSEN COMPANY,
FERALLOY CORPORATION,
GH METAL SOLUTIONS, INC.,
INFRA-METALS CO.,
LBT, INC.,
LIEBOVICH BROS., INC.,
By:	/s/ Karla R. Lewis
Name:	Karla R. Lewis
Title:	Vice President and Secretary of each of the foregoing

MCKEY PERFORATED PRODUCTS CO., INC.,
MCKEY PERFORATING CO., INC.,
METALS SUPPLY COMPANY, LTD.,
PACIFIC METAL COMPANY,
PDM STEEL SERVICE CENTERS, INC.,
PHOENIX CORPORATION DBA PHOENIX METALS COMPANY,
PRECISION FLAMECUTTING AND STEEL, INC.,
PRECISION STRIP, INC.,
PRECISION STRIP TRANSPORT, INC.,
SERVICE STEEL AEROSPACE CORP.,
SISKIN STEEL & SUPPLY COMPANY, INC.,
SMITH PIPE & STEEL COMPANY,
SUGAR STEEL CORPORATION,
TOMA METALS, INC.,
VIKING MATERIALS, INC., and
YARDE METALS, INC.
By:	/s/ Karla R. Lewis
Name:	Karla R. Lewis
Title:	Vice President and Secretary of each of the foregoing
NATIONAL SPECIALTY ALLOYS, INC.
By:	/s/ Karla R. Lewis
Name:	Karla R. Lewis
Title:	Vice President, Finance and Secretary
SUNBELT STEEL TEXAS, INC.
By:	/s/ Karla Lewis
Name:	Karla Lewis
Title:	Chief Financial Officer, Vice President and Secretary

Accepted: April 9, 2013
J.P. MORGAN SECURITIES LLC
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
For themselves and on behalf of the
several Underwriters listed
in Schedule 1 hereto.
J.P. MORGAN SECURITIES LLC
By	/s/ Stephen L. Sheiner
	Authorized Signatory
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By	/s/ Laurie G. Campbell
	Authorized Signatory

[Signature Page to Underwriting Agreement]

Schedule 1

Underwriters	Principal Amount
J.P. Morgan Securities LLC	$	200,000,000
Merrill Lynch, Pierce, Fenner & Smith                     Incorporated	150,000,000
Wells Fargo Securities, LLC	62,500,000
Mizuho Securities USA Inc.	18,750,000
U.S. Bancorp Investments, Inc.	18,750,000
Fifth Third Securities, Inc.	7,143,000
KeyBanc Capital Markets Inc.	7,143,000
Mitsubishi UFJ Securities (USA) Inc.	7,143,000
PNC Capital Markets LLC	7,143,000
SMBC Nikko Capital Markets Limited	7,143,000
SunTrust Robinson Humphrey, Inc.	7,143,000
TD Securities (USA) LLC	7,142,000
Total	$	500,000,000

Schedule 2

Subsidiary Guarantors

Allegheny Steel Distributors, Inc.

Aluminum and Stainless, Inc.

American Metals Corporation dba American Steel

AMI Metals, Inc.

CCC Steel, Inc.

Chapel Steel Corp.

Chatham Steel Corporation

Clayton Metals, Inc.

Continental Alloys & Services (Delaware) LLC

Continental Alloys & Services Inc.

Crest Steel Corporation

Delta Steel, Inc.

Diamond Manufacturing Company

Durrett Sheppard Steel Co., Inc.

Earle M. Jorgensen Company

Feralloy Corporation

GH Metal Solutions, Inc.

Infra-Metals Co.

LBT, Inc.

Liebovich Bros., Inc.

McKey Perforated Products Co., Inc.

McKey Perforating Co., Inc.

Metals Supply Company, Ltd.

National Specialty Alloys, Inc.

Pacific Metal Company

PDM Steel Service Centers, Inc.

Phoenix Corporation dba Phoenix Metals Company

Precision Flamecutting and Steel, Inc.

Precision Strip, Inc.

Precision Strip Transport, Inc.

Service Steel Aerospace Corp.

Siskin Steel & Supply Company, Inc.

Smith Pipe & Steel Company

Sugar Steel Corporation

Sunbelt Steel Texas, Inc.

Toma Metals, Inc.

Viking Materials, Inc.

Yarde Metals, Inc.

Annex A

Time of Sale Information

·Pricing Term Sheet, dated April 9, 2013, substantially in the form of Annex B.

Annex B

Filed Pursuant to Rule 433

Registration Statement No. 333-187666

Pricing Term Sheet

RELIANCE STEEL & ALUMINUM CO.

4.500% Senior Notes due 2023

Pricing Term Sheet

Issuer:	Reliance Steel & Aluminum Co.
Security:	4.500% Senior Notes due 2023.
Size:	$500,000,000.
Security Type:	SEC registered.
Maturity:	April 15, 2023.
Coupon:	4.500%.
Price:	99.585% of face amount.
Yield to Maturity:	4.552%.
Spread to Benchmark Treasury:	280 basis points.
Benchmark Treasury:	2.000% due February 15, 2023.
Benchmark Treasury Price and Yield:	102-7+ and 1.752%.
Interest Payment Dates:	April 15 and October 15, commencing October 15, 2013.
Redemption Provisions:
Optional Redemption:	Prior to January 15, 2023, at any time at a discount rate of Treasury plus 45 basis points. On or after January 15, 2023, at any time at par.
Special Mandatory Redemption:	If the acquisition of Metals USA Holdings Corp. has not closed by December 15, 2013 or if a Merger Termination Event (as defined in the Prospectus) occurs, the Company will be required to redeem the notes, in whole but not in part, at a redemption price equal to 101% of the aggregate principal amount of the notes, plus accrued and unpaid interest on the notes to the date of redemption.
Net Proceeds to Issuer Before Expenses:	$494,675,000.
Trade Date:	April 9, 2013
Settlement:	T+3; April 12, 2013.
CUSIP:	759509AE2.
ISIN:	US759509AE27.
Ratings*:	Baa3 / BBB (Moody’s / S&P).
Minimum Denomination:	$2,000 and integral multiples of $1,000 in excess thereof.
Joint Book-Running Managers:	J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Wells Fargo Securities, LLC
Senior Co-Managers:	Mizuho Securities USA Inc. U.S. Bancorp Investments, Inc.
Co-Managers:	Fifth Third Securities, Inc. KeyBanc Capital Markets Inc.

Mitsubishi UFJ Securities (USA), Inc.

PNC Capital Markets LLC

SMBC Nikko Capital Markets Limited

SunTrust Robinson Humphrey, Inc.

TD Securities (USA) LLC

*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates.  Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling J.P. Morgan Securities LLC toll-free at (866) 846-2874, calling Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322, or writing them or emailing them at Merrill Lynch, Pierce, Fenner & Smith Incorporated 222 Broadway, 7th Floor, New York, NY 10038, Attention:  Prospectus Department, or e-mail dg.prospectus_requests@baml.com, or calling Wells Fargo Securities, LLC toll-free at 1-800-326-5897, or writing them or e-mailing them at, Wells Fargo Securities, LLC, Attention: Capital Markets Client Support, 1525 West W.T. Harris Blvd., NC0675, Charlotte, North Carolina 28262 or e-mail cmclientsupport@wellsfargo.com.

EX-4.1

Exhibit 4.1

RELIANCE STEEL & ALUMINUM CO.,

as Issuer

the Subsidiary Guarantors from time to time parties hereto,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee

INDENTURE

Dated as of April 12, 2013

CROSS-REFERENCE TABLE

Certain Sections of this Indenture relating to Sections 310 through
318, inclusive, of the Trust Indenture Act of 1939, as amended:

Trust Indenture Act Section	Indenture Section
310(a)(1)	7.9; 7.10
(a)(2)	7.10
(a)(3)	Not Applicable
(a)(4)	Not Applicable
(b)	7.8; 7.10
(c)	Not Applicable
311(a)	7.11
(b)	7.11
(c)	Not Applicable
312(a)	2.5
(b)	11.3
(c)	11.3
313(a)	7.6
(b)(1)	Not Applicable
(b)(2)	7.6
(c)	7.6
(d)	7.6
314(a)	4.5; 4.8; 10.2
(b)	Not Applicable
(c)(1)	11.4
(c)(2)	11.4
(c)(3)	Not Applicable
(d)	Not Applicable
(e)	11.5
(f)	4.5
315(a)	7.1
(b)	7.5
(c)	7.1
(d)	7.1
(e)	6.11
316(a)(last sentence)	11.6
(a)(1)(A)	6.5
(a)(1)(B)	6.4
(a)(2)	Not Applicable
(b)	6.7
317(a)(1)	6.8
(a)(2)	6.9
(b)	2.4
318(a)	11.1

Note:This Cross-Reference Table shall not, for any purpose, be deemed to be part of this Indenture.

TABLE OF CONTENTS

	Page
ARTICLE I Definitions and Incorporation by Reference	1
SECTION 1.1.   Definitions	1
SECTION 1.2.   Other Definitions	9
SECTION 1.3.   Incorporation by Reference of Trust Indenture Act	9
SECTION 1.4.   Rules of Construction	10
ARTICLE II The Notes	10
SECTION 2.1.   Form, Dating, Title and Terms	10
SECTION 2.2.   Execution and Authentication	15
SECTION 2.3.   Registrar and Paying Agent	17
SECTION 2.4.   Paying Agent To Hold Money in Trust	17
SECTION 2.5.   Noteholder Lists	17
SECTION 2.6.   Transfer and Exchange	18
SECTION 2.7.   Business Days	19
SECTION 2.8.   Replacement Notes	20
SECTION 2.9.   Outstanding Notes	20
SECTION 2.10.   Temporary Notes	20
SECTION 2.11.   Cancellation	20
SECTION 2.12.   Defaulted Interest	21
SECTION 2.13.   CUSIP Numbers, etc.	21
SECTION 2.14.   Issuance of Additional Notes	21
SECTION 2.15.   One Class of Notes	22
ARTICLE III Redemption	22
SECTION 3.1.   Applicability of this Article	22
SECTION 3.2.   Notices to Trustee; Selection of Notes to be Redeemed	22
SECTION 3.3.   Notice of Redemption	23
SECTION 3.4.   Effect of Notice of Redemption	24
SECTION 3.5.   Deposit of Redemption Price	24
SECTION 3.6.   Notes Redeemed in Part	24
ARTICLE IV Covenants	24
SECTION 4.1.   Payment of Notes	24
SECTION 4.2.   Limitations on Liens	25
SECTION 4.3.   Limitation on Sale and Leaseback Transactions	27
SECTION 4.4.   Change of Control Repurchase Event	27
SECTION 4.5.   Compliance Certificate	29
SECTION 4.6.   Maintenance of Office or Agency	29
SECTION 4.7.   Existence	29
SECTION 4.8.   SEC Reports	29

	Page
ARTICLE V Consolidation, Merger and Sale of Assets	30
SECTION 5.1.   When the Company or a Subsidiary Guarantor May Merge or Transfer Assets	30
SECTION 5.2.   Successor Person Substituted	30
ARTICLE VI Defaults and Remedies	31
SECTION 6.1.   Events of Default	31
SECTION 6.2.   Acceleration	33
SECTION 6.3.   Other Remedies	33
SECTION 6.4.   Waiver of Past Defaults	33
SECTION 6.5.   Control by Majority	34
SECTION 6.6.   Limitation on Suits	34
SECTION 6.7.   Rights of Holders to Receive Payment	34
SECTION 6.8.   Collection Suit by Trustee	35
SECTION 6.9.   Trustee May File Proofs of Claim	35
SECTION 6.10.   Priorities	35
SECTION 6.11.   Undertaking for Costs	35
SECTION 6.12.   Waiver of Stay or Extension Laws	36
ARTICLE VII Trustee	36
SECTION 7.1.   Duties of Trustee	36
SECTION 7.2.   Rights of Trustee	37
SECTION 7.3.   Individual Rights of Trustee	38
SECTION 7.4.   Trustee’s Disclaimer	39
SECTION 7.5.   Notice of Defaults	39
SECTION 7.6.   Reports by Trustee to Holders	39
SECTION 7.7.   Compensation and Indemnity	39
SECTION 7.8.   Replacement of Trustee	40
SECTION 7.9.   Successor Trustee by Merger	41
SECTION 7.10.   Eligibility; Disqualification	41
SECTION 7.11.   Preferential Collection of Claims Against the Company	42
ARTICLE VIII Discharge of Indenture; Defeasance	42
SECTION 8.1.   Discharge of Liability on Notes; Defeasance	42
SECTION 8.2.   Conditions to Defeasance	43
SECTION 8.3.   Application of Trust Money	44
SECTION 8.4.   Repayment to the Company	44
SECTION 8.5.   Indemnity for Government Obligations	44
SECTION 8.6.   Reinstatement	44
ARTICLE IX Amendments	45
SECTION 9.1.   Without Consent of Holders	45

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	Page
SECTION 9.2.   With Consent of Holders	46
SECTION 9.3.   Compliance with Trust Indenture Act	47
SECTION 9.4.   Effect of Consents and Waivers	47
SECTION 9.5.   Notation on or Exchange of Notes	47
SECTION 9.6.   Trustee To Sign Amendments	47
ARTICLE X Guarantees	48
SECTION 10.1.   Guarantees	48
SECTION 10.2.   No Subrogation	49
SECTION 10.3.   Consideration	50
SECTION 10.4.   Limitation on Subsidiary Guarantor Liability	50
SECTION 10.5.   Execution and Delivery	50
SECTION 10.6.   Release of Subsidiary Guarantors	51
SECTION 10.7.   Future Subsidiary Guarantors	51
ARTICLE XI Miscellaneous	51
SECTION 11.1.   Trust Indenture Act Controls	51
SECTION 11.2.   Notices	52
SECTION 11.3.   Communication by Holders with other Holders	52
SECTION 11.4.   Certificate and Opinion as to Conditions Precedent	52
SECTION 11.5.   Statements Required in Certificate or Opinion	53
SECTION 11.6.   When Notes Disregarded	53
SECTION 11.7.   Rules by Trustee, Paying Agent and Registrar	53
SECTION 11.8.   Governing Law	53
SECTION 11.9.   No Recourse Against Others	53
SECTION 11.10.   Successors	54
SECTION 11.11.   Multiple Originals	54
SECTION 11.12.   Variable Provisions	54
SECTION 11.13.   Table of Contents; Headings	54
SECTION 11.14.   Waiver of Jury Trial	54
SECTION 11.15.   Force Majeure	54
SECTION 11.16.   U.S.A. Patriot Act	54

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Exhibit A—Form of Note
Exhibit B—Form of Incumbency Certificate

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INDENTURE, dated as of April 12, 2013, among RELIANCE STEEL & ALUMINUM CO., a California corporation (the “Company”), the Subsidiary Guarantors from time to time parties hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Trustee (the “Trustee”).

RECITALS OF THE COMPANY AND SUBSIDIARY GUARANTORS

WHEREAS, the Company and the Subsidiary Guarantors have duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of the Company’s unsecured senior debt securities in one or more series (the “Notes”) of substantially the tenor hereinafter provided, and to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered; and

WHEREAS, all things necessary to make the Notes, when executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Company, and to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done; and

WHEREAS, all things necessary to make the Guarantees of the Notes, when duly issued by the Subsidiary Guarantors, the valid obligations of the Subsidiary Guarantors, and to make this Indenture a valid agreement of the Subsidiary Guarantors, in accordance with its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Notes or of a series thereof, as follows:

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1.   Definitions.

“Additional Notes” means Notes of a series issued from time to time after the initial Issue Date for such series under the terms of this Indenture (other than pursuant to Sections 2.6, 2.8, 2.10, 3.6 and 9.5 of this Indenture, in the case of Notes of any series that are not already Additional Notes of such series).

“Attributable Debt” means, with respect to any sale and leaseback transaction, at the time of determination, the lesser of (1) the sale price of the property so leased multiplied by a fraction the numerator of which is the remaining portion of the base term of the lease included in such transaction and the denominator of which is the base term of such lease, and (2) the total obligation (discounted to the present value at the implicit interest factor, determined in accordance with GAAP, included in the rental payments) of the lessee for rental payments (other than amounts required to be paid on account of property taxes as well as maintenance, repairs,

insurance, water rates and other items that do not constitute payments for property rights) during the remaining portion of the base term of the lease included in such transaction.

“Board of Directors” or “Board” means, with respect to any Person, the Board of Directors of such Person, any management committee of such Person or any committee thereof duly authorized to act on behalf of such Board of Directors or such management committee.

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors, and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions or trust companies in New York City are authorized or required by law, regulation or executive order to close.

“Capital Stock” means, with respect to any Person, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any preferred stock, partnership interests and limited liability company membership interests, but excluding any debt securities convertible into such equity.

“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 Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than the Company or one of its Subsidiaries; (2) the adoption of a plan relating to the Company’s liquidation or dissolution; or (3) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any Person becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding number of shares of Voting Stock of the Company.

“Change of Control Repurchase Event” means the occurrence of both a Change of Control and a Ratings Event.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Company” means the Person named as the “Company” in the preamble to this Indenture until a successor corporation shall have succeeded to such Person pursuant to the applicable provisions of this Indenture, and thereafter, the “Company” shall mean such successor corporation.

“Comparable Treasury Issue” means the U.S. Treasury security selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes.

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“Comparable Treasury Price” means, with respect to any Redemption Date, (1) the arithmetic average of the Reference Treasury Dealer Quotations for such Redemption Date after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Company obtains fewer than four Reference Treasury Dealer Quotations, the arithmetic average of all Reference Treasury Dealer Quotations for such Redemption Date.

“Consolidated Net Tangible Assets” means, as of the time of determination, the aggregate amount of the assets of the Company and its consolidated Subsidiaries after deducting (1) all goodwill, trade names, trademarks, service marks, patents, unamortized debt discount and expense and other intangible assets and (2) all current liabilities, as reflected on the Company’s most recent consolidated balance sheet prepared by the Company in accordance with GAAP contained in an annual report on Form 10-K or a quarterly report on Form 10-Q timely filed or any amendment thereto (and not subsequently disclaimed as being unreliable by the Company) pursuant to the Exchange Act by the Company prior to the time as of which Consolidated Net Tangible Assets is being determined.

“Corporate Trust Office” means the office of the Trustee at which, at any particular time, this Indenture shall be principally administered; which office at the date of the execution of this Indenture is located at 707 Wilshire Blvd, 17th Floor, Los Angeles, CA 90017, Attention: Administrator for Reliance Steel & Aluminum Co. or at any other time at such other address as the Trustee may designate from time to time by written notice to the Holders.

“Credit Agreement” means the Third Amended and Restated Credit Agreement, dated as of April 4, 2013, by and among the Company, the lenders party thereto and Bank of America, N.A. as administrative agent, as the same may be amended, supplemented or otherwise modified from time to time, and any successor credit agreement thereto (whether by renewal, replacement, refinancing or otherwise) that the Company in good faith designates to be its principal credit agreement and the “Credit Agreement” hereunder (taking into account the maximum principal amount of the credit facility provided thereunder, the recourse nature of the agreement and such other factors as the Company deems reasonable in light of the circumstances), such designation (or the designation that at a given time there is no principal credit agreement) to be made by an Officers’ Certificate delivered to the Trustee.

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

“Domestic Subsidiary” means a Subsidiary other than a Foreign Subsidiary.

“DTC” means The Depository Trust Company, its nominees and their respective successors and assigns.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the SEC thereunder.

“Existing Notes” means the senior notes of the Company issued pursuant to the indenture dated as of November 30, 2006, by and among the Company, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as trustee, as each may be amended, supplemented or otherwise modified from time to time.

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“Foreign Subsidiary” means (i) any Subsidiary that is not organized under the laws of the United States of America or any state thereof or the District of Columbia and (ii) any Subsidiary of any Subsidiary described by clause (i).

“GAAP” means generally accepted accounting principles in the United States of America in effect on the date hereof, unless provided otherwise in a supplemental indenture.

“guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other Person and any obligation, direct or indirect, contingent or otherwise, of such Person (1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise) or (2) entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided, however, that the term “guarantee” will not include endorsements for collection or deposit in the ordinary course of business. The term “guarantee”, when used as a verb, has a correlative meaning.

“Guarantee” means the guarantee by any Subsidiary Guarantor of the Company’s Obligations under this Indenture and the Notes.

“Holder” or “Noteholder” means the Person in whose name a Note is registered on the security register books of the Registrar.

“incur” means issue, assume, guarantee or otherwise become liable for.

“Indebtedness” means, with respect to any Person, obligations (other than Non-recourse Obligations) of such Person for borrowed money (including without limitation, Indebtedness for borrowed money evidenced by notes, bonds, debentures or similar instruments).

“Indenture” means this Indenture, as amended or supplemented from time to time.

“Independent Investment Banker” means J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated or their respective successors as may be appointed from time to time by the Company; provided, however, that if any of the foregoing ceases to be a Primary Treasury Dealer, the Company will substitute another Primary Treasury Dealer.

“Interest Payment Date” means as to each series of Notes the Stated Maturity of an installment of interest on such Notes.

“Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor Rating Categories of Moody’s); a rating of BBB- or better by S&P (or its equivalent under any successor Rating Categories of S&P); and the equivalent Investment Grade credit rating from any additional Rating Agency or Rating Agencies selected by the Company.

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“Issue Date” means, with respect to a series of Notes, the date on which Notes of such series are issued.

“Lien” means any mortgage, security interest, pledge, lien, charge or other similar encumbrance.

“Moody’s” means Moody’s Investors Service, Inc. or any successor thereto.

“Non-recourse Obligation” means Indebtedness or other obligations substantially related to (1) the acquisition of assets not previously owned by the Company, any Subsidiary Guarantor or any of the Company’s other direct or indirect Subsidiaries or (2) the financing of a project involving the development or expansion of properties of the Company, any Subsidiary Guarantor or any of the Company’s other direct or indirect Subsidiaries, as to which the obligee with respect to such Indebtedness or obligation has no recourse to the Company, any Subsidiary Guarantor or any of the Company’s other direct or indirect Subsidiaries or any of the Company’s, any Subsidiary Guarantor’s or such Subsidiary’s assets other than the assets that were acquired with the proceeds of such transaction or the project financed with the proceeds of such transaction (and the proceeds thereof).

“Officer” means the Chief Executive Officer, President, the Controller, the Chief Operating Officer, any Vice President, the Treasurer, the Assistant Treasurer, the Chief Financial Officer, the Chief Accounting Officer, the General Counsel, the Secretary or the Assistant Secretary, as applicable.

“Officers’ Certificate” means a certificate signed by any two Officers of the Company.

“Opinion of Counsel” means a written opinion from legal counsel to the Company.  The counsel may be an employee of the Company.  Opinions of Counsel required to be delivered under this Indenture may have qualifications customary for opinions of the type required and counsel delivering such Opinions of Counsel may rely on certificates of the Company or governmental or other officials customary for opinions of the type required, including certificates certifying as to matters of fact.

“Person” means any individual, corporation, partnership (general, limited or limited liability), limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or political subdivision thereof.

“principal” means the principal of the Notes of each series plus the premium, if any, payable on the Notes of each series that is due or overdue or is to become due at the relevant time; provided, however, that for purposes of calculating any such premium, the term “principal” shall not include the premium with respect to which such calculation is being made.

“Primary Treasury Dealer” means a primary U.S. Government securities dealer in New York City.

“Rating Agency” means (1) each of Moody’s and S&P; and (2) if either of Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available

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for reasons outside of the control of the Company, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Exchange Act, selected by the Company (as certified by a resolution of the Board of Directors) as a replacement agency for Moody’s or S&P, or both, as the case may be.

“Rating Category” means (1) with respect to S&P, any of the following categories: BBB, BB, CCC, CC, C and D (or equivalent successor categories); (2) with respect to Moody’s, any of the following categories: Baa, Ba, B, Caa, Ca, C and D (or equivalent successor categories); and (3) the equivalent of any such category of S&P or Moody’s used by another Rating Agency.  In determining whether the rating of the Notes has decreased by one or more gradations, gradations within Rating Categories (+ and – for S&P; 1, 2 and 3 for Moody’s; or the equivalent gradations for another rating agency) shall be taken into account (e.g., with respect to S&P, a decline in a rating from BB+ to BB, as well as from BB– to B+, will constitute a decrease of one gradation).

“Rating Date” means the date that is 60 days prior to the earlier of (1) a Change of Control and (2) public notice of the occurrence of a Change of Control or of the intention by the Company to effect a Change of Control.

“Ratings Event” means the occurrence of the events described in (a) or (b) below on, or within 60 days after, the earlier of (1) the occurrence of a Change of Control and (2) public notice of the occurrence of a Change of Control or the intention by the Company to effect a Change of Control (which period shall be extended so long as the rating of the Notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies): (a) in the event the Notes are rated by both Rating Agencies on the Rating Date as Investment Grade, the rating of the Notes shall be reduced so that the Notes are rated below Investment Grade by both Rating Agencies, or (b) in the event the Notes (1) are rated Investment Grade by one Rating Agency and below Investment Grade by the other Rating Agency or (2) below Investment Grade by both Rating Agencies on the Rating Date, the rating of the Notes by either Rating Agency shall be decreased by one or more gradations (including gradations within Rating Categories, as well as between Rating Categories).  Notwithstanding the foregoing, a Ratings Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Ratings Event for purposes of the definition of Change of Control Repurchase Event hereunder) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Trustee in writing at its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Ratings Event).

“Redemption Date” shall mean the date specified for redemption of the Notes of any series in accordance with the terms of the Notes of such series and Section 3.1.

“Reference Treasury Dealer” means J.P. Morgan Securities LLC or Merrill Lynch, Pierce, Fenner & Smith Incorporated and two other Primary Treasury Dealers selected by the Company, and each of their respective successors and any other Primary Treasury Dealers selected by the Company.

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“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the arithmetic average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by such Reference Treasury Dealer as of 3:30 p.m., New York City time, on the third Business Day preceding such Redemption Date.

“Remaining Scheduled Payments” means, with respect to any Note to be redeemed, the remaining scheduled payments of the principal of and premium, if any, and interest on such Note that would be due after the related Redemption Date but for such redemption; provided, however, that, if such Redemption Date is not an Interest Payment Date with respect to such Note, the amount of the next scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such Redemption Date.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. or any successor thereto.

“SEC” means the Securities and Exchange Commission or any successor agency.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated by the SEC thereunder.

“Securities Custodian” means the custodian with respect to a Global Note (as appointed by DTC) or any successor person thereto and shall initially be the Trustee.

“Stated Maturity” means, with respect to any Note, the date specified in such security as the fixed date on which the payment of principal of such Note is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof until the exercise of such option by such holder).

“Subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of that date, as well as any other corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of that date, owned, controlled or held by the parent or one or more Subsidiaries of the parent or by the parent and one or more Subsidiaries of the parent.

“Subsidiary Guarantors” means all the wholly-owned direct and indirect Domestic Subsidiaries of the Company that are borrowers or guarantors under the Credit Agreement or the agreements governing the Existing Notes on the date of this Indenture and all other direct or indirect Subsidiaries of the Company that, in accordance with the terms of this Indenture, Guarantee the Notes, in each case until such Guarantee is released pursuant to the provisions of Article X.

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“Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the semiannual equivalent yield to maturity (computed as of the third Business Day immediately preceding that Redemption Date) of the Comparable Treasury Issue. In determining this rate, the Company will assume a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.

“Trust Indenture Act” means the U.S. Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb), as in effect on the date of this Indenture; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendments, the U.S. Trust Indenture Act of 1939, as so amended.

“Trustee” means the party named as such in the preamble to this Indenture until a successor replaces it in accordance with the applicable provisions of this Indenture and, thereafter, means such successor.

“Trust Officer” means, when used with respect to the Trustee, any officer within the Corporate Trust Department of the Trustee, including any vice president, assistant vice president, assistant treasurer, trust officer or any other officer of the Trustee who has direct responsibility for the administration of this Indenture.

“Uniform Commercial Code” means the New York Uniform Commercial Code as in effect from time to time.

“U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and that are not callable or redeemable at the Company’s option.

“Voting Stock” of any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date means the Capital Stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.

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SECTION 1.2.   Other Definitions.

Term	Defined in Section
“Affiliate”	11.6
“Agent Members”	2.1	(d)
“Authenticating Agent”	2.2
“Authentication Order”	2.2
“Bankruptcy Law”	6.1
“Change of Control Offer”	4.4
“covenant defeasance option”	8.1	(b)
“Custodian”	6.1
“Definitive Notes”	2.1	(e)
“Event of Default”	6.1
“Global Notes”	2.1	(a)
“legal defeasance option”	8.1	(b)
“Merger”	10.7
“Notes”	Recitals
“Notice of Default”	6.1
“Obligations”	10.1
“Paying Agent”	2.3
“Registrar”	2.3
“Successor”	5.1

SECTION 1.3.   Incorporation by Reference of Trust Indenture Act.  This Indenture is subject to the mandatory provisions of the Trust Indenture Act which are incorporated by reference in and made a part of this Indenture.  The following terms in the Trust Indenture Act have the following meanings:

“Commission” means the SEC.

“indenture securities” means the Notes.

“indenture security holder” means a Holder.

“indenture to be qualified” means this Indenture.

“indenture trustee” or “institutional trustee” means the Trustee.

“obligor” on the indenture securities means the Company and any other obligor on the indenture securities.

All other terms used in this Indenture that are defined by the Trust Indenture Act, defined by reference to another statute or defined by SEC rule have the meanings assigned to them by such definitions.

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SECTION 1.4.   Rules of Construction.  For purposes of this Indenture, except as otherwise expressly provided herein or unless the context otherwise requires:

(1)           a term has the meaning assigned to it;

(2)           an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(3)           “including” means including without limitation;

(4)           words in the singular include the plural and words in the plural include the singular;

(5)           all references to Notes of any series shall refer also to any Additional Notes of such series issued in the form of Notes of such series pursuant to Section 2.14;

(6)           all references to the date the Notes of any series were originally issued shall refer to the Issue Date or the date any Additional Notes of any series were originally issued, as the case may be; and

(7)           all references herein to particular Sections or Articles shall refer to this Indenture unless otherwise so indicated.

ARTICLE II

THE NOTES

SECTION 2.1.   Form, Dating, Title and Terms.  (a)  The Notes of each series shall be substantially in the form attached as Exhibit A, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate provisions as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with applicable laws or the rules of any securities exchange or DTC or as may, consistently herewith, be determined by the Officers executing such Notes, as evidenced by their execution thereof.  If the form of Notes of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Authentication Order contemplated by Section 2.2 with respect to the authentication and delivery of such Notes.

The Trustee’s certificate of authentication shall be substantially in the form set forth in this Article.

The definitive Notes shall be printed, lithographed or engraved on a steel engraved border or on steel engraved borders or produced by any combination of these methods, if required by any securities exchange on which the Notes may be listed, or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be

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listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

The Notes of each series shall be issued on the Issue Date therefor in the form of a permanent global Note (each, a “Global Note” and, collectively, the “Global Notes”), deposited with the Trustee, as custodian for DTC, duly executed by the Company, authenticated by the Trustee as hereinafter provided and dated the date of their authentication.  Each Global Note may be represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate.  The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided.

The principal of and interest on the Notes shall be payable at the office or agency of the Company maintained for such purpose in Minneapolis, Minnesota, or at such other office or agency of the Company as may be maintained for such purpose pursuant to Section 2.3; provided, however, that at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) upon request of any Holder of at least $1,000,000 principal amount of Notes, wire transfer to an account located in the United States maintained by the payee.  Payments in respect of Notes represented by a Global Note (including principal, premium, if any, and interest) shall be made by wire transfer of immediately available funds to the accounts specified by DTC.

(b)           Denominations.  The Notes shall be issuable only in fully registered form, without coupons, and only in denominations of $2,000 and any integral multiple of $1,000 in excess thereof.

(c)           Legend for Global Notes.  The Global Notes shall bear the following legend on the face thereof:

“UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN

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ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.”

(d)           Book-Entry Provisions.

(1)           This Section 2.1(d) shall apply only to Global Notes deposited with the Trustee, as custodian for DTC.

(2)           Each Global Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian for DTC and (z) bear the legend set forth in Section 2.1(c).

(3)           Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global Note, and DTC shall be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever.  Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a holder of a beneficial interest in any Global Note.

(4)           In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to subsection (e) of this Section 2.1 to beneficial owners who are required to hold Definitive Notes, the Securities Custodian shall reflect on its books and records the date and a decrease in the principal amount of such Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes of the relevant series of like tenor and amount.

(5)           In connection with the transfer of an entire Global Note to beneficial owners pursuant to subsection (e) of this Section 2.1, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of the relevant series of authorized denominations.

(6)           The registered holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes.

(e)           Definitive Notes.

(1)           Except as provided below, owners of beneficial interests in a Global Note shall not be entitled to have Notes represented by the Global Note registered in their name or to receive certificated Notes (“Definitive Notes”).  If required to do so

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pursuant to any applicable law or regulation, beneficial owners may obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures.  In addition, Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (a) DTC notifies the Company that it is unwilling or unable to continue as depository for such Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depository, and in each case a successor depository is not appointed by the Company within 90 days of such notice, (b) the Company executes and delivers to the Trustee and Registrar an Officers’ Certificate stating that such Global Note shall be so exchangeable or (c) an Event of Default has occurred and is continuing with respect to the Notes of a series and the Registrar has received a request from DTC to exchange the Global Note for such series for Definitive Notes of such series.

(2)           Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d)(4) or (5) shall bear the legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(c).

(f)            Certificate of Authentication.

The Trustee’s certificates of authentication shall be in substantially the following form:

TRUSTEE’S CERTIFICATE OF

AUTHENTICATION

This is one of the Notes referred

to in the within-mentioned Indenture.

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

By

Authorized Signatory

Dated:                        ,

(g)           Title and Terms.

The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited.

The Notes may be issued in one or more series.  There shall be established in or pursuant to a Board Resolution, and set forth in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Notes of a series:

(1)           the title of the Notes of such series, which shall distinguish the Notes of the series from all other Notes;

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(2)           the limit, if any, upon the aggregate principal amount of the Notes of such series that may be authenticated and delivered under this Indenture (except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes of the same series pursuant to Sections 2.6, 2.8, 2.10, 3.6 or 4.4 and except for any Notes that, pursuant to Section 2.2, are deemed never to have been authenticated and delivered hereunder); provided, however, except as otherwise specified as contemplated by this Section 2.1 with respect to the Notes of any series, that the authorized aggregate principal amount of such series may be increased above such amount by a Board Resolution to such effect;

(3)           the Stated Maturity or Maturities on which the principal of the Notes of such series is payable or the method of determination thereof;

(4)           the rate or rates, if any, at which the Notes of such series shall bear interest or the method of determining such rate or rates, the Interest Payment Dates on which such interest shall be payable, the right, if any, of the Company to defer or extend an Interest Payment Date, the regular record date (if other than as defined in this Indenture) for the interest payable on any Interest Payment Date and the dates from which interest shall accrue and the method of determining these dates;

(5)           the place or places where the principal of (and premium, if any) and interest on the Notes of such series shall be payable, the place or places where the Notes of such series may be presented for registration of transfer or exchange, and the place or places where notices and demands to or upon the Company in respect of the Notes of such series may be made;

(6)           the period or periods within or the date or dates on which, if any, the price or prices at which and the terms and conditions upon which the Notes of such series may be redeemed or prepaid, in whole or in part, at the option of the Company;

(7)           the obligation or the right, if any, of the Company to redeem, repay or purchase the Notes of such series, including pursuant to any sinking fund, purchase fund, amortization or analogous provisions, or at the option of a Holder thereof and the period or periods within which, the price or prices at which, the currency or currencies (including currency unit or units) in which and the other terms and conditions upon which Notes of the series shall be redeemed, repaid or purchased, in whole or in part, pursuant to such obligation or right;

(8)           the denominations in which any Notes of such series shall be issuable, if other than denominations set forth in Section 2.1(b);

(9)           the additions, modifications or deletions, if any, in the Events of Default or covenants of the Company set forth herein or to Sections 9.1 or 9.2, in each case with respect to the Notes of such series;

(10)         if other than the principal amount thereof, the portion of the principal amount of Notes of such series that shall be payable upon declaration of acceleration of the Stated Maturity thereof;

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(11)         the additions or changes, if any, to this Indenture with respect to the Notes of such series as shall be necessary to permit or facilitate the issuance of the Notes of such series in bearer form, registrable or not registrable as to principal, and with or without interest coupons;

(12)         any index or indices used to determine the amount of payments of principal of and premium, if any, on the Notes of such series or the manner in which such amounts will be determined;

(13)         the issuance of a temporary Note (which may include a Global Note) representing all of the Notes of such series and the terms upon which such temporary Global Note may be exchanged for definitive Notes of such series;

(14)         whether the Notes of the series shall be issued in whole or in part in the form of one or more Global Notes and, in such case, the identity of the depositary for such Global Notes if not DTC and the legends to be placed on such Global Notes;

(15)         the appointment of any Paying Agent or Agents for the Notes of such series;

(16)         the obligations of the Company in addition to those set forth in Article VIII (if any) that shall not be extinguished upon the discharge or defeasance of Notes of a series pursuant to Article VIII and any different rights or obligations attendant a discharge or defeasance of Notes of a series;

(17)         the terms and conditions of any right or obligation on the part of the Company, or any option on the part of the Holders, to convert or exchange Notes of such series into cash or any other securities or property of the Company or any other Person, and the additions or changes, if any, to this Indenture with respect to the Notes of such series to permit or facilitate such conversion or exchange; and

(18)         any other terms of the Notes of such series (which terms shall not be inconsistent with the provisions of this Indenture, except to the extent otherwise permitted by Section 9.1).

All Notes of any one series shall be substantially identical except as to denomination and except as may otherwise be provided herein or in or pursuant to such Board Resolution and set forth in such Officers’ Certificate or in any such indenture supplemental hereto.

If any of the terms of Notes of any series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Authentication Order contemplated by Section 2.2 with respect to the authentication and delivery of such Notes.

SECTION 2.2.   Execution and Authentication.  An Officer of the Company shall sign the Notes for the Company by manual signature.

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If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless.

A Note shall not be valid until an authorized signatory of the Trustee manually authenticates the Note.  The signature of the Trustee on a Note shall be conclusive evidence that such Note has been duly and validly authenticated and issued under this Indenture.

At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery: (1) Notes of a series for original issue on the Issue Date therefor in an aggregate principal amount specified in the applicable Authentication Order and (2) any Additional Notes of such series for original issue from time to time after the initial Issue Date for such series in such principal amounts as set forth in Section 2.14, in each case upon a written order of the Company signed by two Officers of the Company (an “Authentication Order”).  Such Authentication Order shall specify the principal amount of the Notes to be authenticated and the date on which the issue of Notes is to be authenticated.  Notwithstanding anything to the contrary contained herein, the Company may from time to time, without notice to or consent of the Holders, issue such additional principal amounts of Additional Notes as may be issued and authenticated pursuant to clause (2) of this paragraph, and Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes of the same series pursuant to Section 2.6, Section 2.8, Section 2.9, Section 3.6 or Section 9.5.

The Trustee may appoint an agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes.  Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so.  Each reference in this Indenture to authentication by the Trustee includes authentication by such agent.

In case the Company, pursuant to Article V, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person that shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto (if not otherwise a party to the Indenture) with the Trustee pursuant to Article V, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Authentication Order of the successor Person, shall authenticate and deliver Notes as specified in such order for the purpose of such exchange.  If Notes shall at any time be authenticated and delivered in any new name of a successor Person (if other than the Company) pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person (if other than the Company), at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name.

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In connection with the transfer, authentication or cancellation of any Notes by the Trustee, in addition to the other requirements of this Article II and Section 11.4, the Trustee may require that the Company deliver to Trustee an Opinion of Counsel as provided in Section 7.2(b).

SECTION 2.3.   Registrar and Paying Agent.  The Company shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (the “Registrar”) and an office or agency where Notes may be presented for payment (the “Paying Agent”).  The Registrar shall keep a register of the Notes and of their transfer and exchange.  The Company may have one or more additional paying agents.  The term “Paying Agent” includes any such additional paying agent.  The Company may change the Registrar or appoint one or more co-Registrars without notice.

In the event the Company shall retain any Person not a party to this Indenture as an agent hereunder, the Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the Trust Indenture Act.  The agreement shall implement the provisions of this Indenture that relate to such agent.  The Company shall notify the Trustee in writing of the name and address of each such agent.  If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.7.  The Company shall be responsible for the fees and compensation of all agents appointed or approved by it.  Either the Company or any of its domestically incorporated wholly-owned Subsidiaries may act as Paying Agent.

The Company initially appoints the Trustee as Registrar and Paying Agent for the Notes.

SECTION 2.4.   Paying Agent To Hold Money in Trust.  By no later than 11:00 a.m. (New York City time) on the date on which any principal or interest on any Note is due and payable, the Company shall deposit with the Paying Agent a sum sufficient to pay such principal or interest when due.  The Company shall require each Paying Agent (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of Noteholders or the Trustee all money held by such Paying Agent for the payment of principal of or interest on the Notes and shall notify the Trustee in writing of any Default by the Company in making any such payment.  If either of the Company or any of its Subsidiaries acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund.  The Company at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee and to account for any funds disbursed by such Paying Agent.  Upon complying with this Section 2.4, the Paying Agent (if other than the Company or a Subsidiary) shall have no further liability for the money delivered to the Trustee.  Upon any bankruptcy, reorganization or similar proceeding with respect to the Company, the Trustee shall serve as Paying Agent for the Notes.

SECTION 2.5.   Noteholder Lists.  The Registrar shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Noteholders of each series.  If the Trustee is not the Registrar, the Company shall cause the Registrar to furnish to the Trustee, in writing at least five Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form

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and as of such date as the Trustee may reasonably require of the names and addresses of Noteholders.

SECTION 2.6.   Transfer and Exchange.  Notwithstanding any other provision of this Indenture or the Notes (other than Section 2.1(e) hereof), transfers and exchanges of Notes of any series and beneficial interests in a Global Note of the kinds specified in this Section 2.6 shall be made only in accordance with this Section 2.6.

(a)           Non-Global Note to Non-Global Note.  A Note that is not a Global Note may be transferred, in whole or in part, to a person who takes delivery in the form of another Note of such series that is not a Global Note in accordance with Section 2.3.

The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.1 or this Section 2.6.  The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.

(b)           Exchange between Global Note and Non-Global Note.  A beneficial interest in a Global Note may be exchanged for a Note of such series that is not a Global Note as provided in Section 2.1(e).

(c)           Obligations with Respect to Transfers and Exchanges of Notes.

(1)           To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request.

(2)           No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Sections 3.6 or 9.5).

(3)           The Registrar or co-registrar shall not be required to register the transfer of or exchange of any Note for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes of any series and ending at the close of business on the day of such mailing or (2) 15 days before an Interest Payment Date and ending on such Interest Payment Date.

(4)           Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar shall be affected by notice to the contrary.

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(5)           All Notes of any series issued upon any transfer or exchange pursuant to the terms of this Indenture shall be the valid and legally binding obligation of the Company, shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes of such series surrendered upon such transfer or exchange.

(6)           Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d) shall bear the legend set forth in Section 2.1(c).

(d)           No Obligation of the Trustee.

(1)           The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in, DTC or other Person in respect of any aspect of the records, or for maintaining, supervising or reviewing any records, relating to beneficial ownership interests of a Global Note, with respect to the accuracy of the records of DTC or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than DTC) of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes.  All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to or upon the order of the registered Holders (which shall be DTC or its nominee in the case of a Global Note).  The rights of beneficial owners in any Global Note shall be exercised only through DTC subject to the applicable rules and procedures of DTC.  The Trustee and the Company may conclusively rely and shall be fully protected in relying upon information furnished by DTC with respect to its members, participants and any beneficial owners.

(2)           The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note of any series (including any transfers between or among Agent Members or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

(e)           Transfer and Exchange of Global Notes.  A Global Note may not be transferred as a whole except by DTC to a nominee of DTC, by a nominee of DTC to DTC or to another nominee of DTC or by DTC or any such nominee to a successor depositary or to a nominee of such successor depositary.

Neither the Trustee nor any agent thereof shall have any responsibility for any actions taken or not taken by DTC or any successor depositary.

SECTION 2.7.   Business Days.  If a payment date is on a date that is not a Business Day, payment shall be made on the next succeeding day that is a Business Day, and no

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interest shall accrue on such payment for the intervening period.  If a regular record date is on a day that is not a Business Day, the record date shall not be affected.

SECTION 2.8.   Replacement Notes.  If a mutilated Note is surrendered to the Registrar or if the Holder of a Note shall provide the Company and the Trustee with evidence to their satisfaction that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note of the same series if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee.  In addition, such Holder shall furnish an indemnity or surety bond sufficient in the judgment of the Company and the Trustee to protect the Company, the Trustee, the Paying Agent and the Registrar from any loss that any of them may suffer if a Note is replaced.  The Company and the Trustee may charge the Holder for their expenses in replacing a Note, including reasonable fees and expenses of counsel.  Every replacement Note is an additional obligation of the Company.

SECTION 2.9.   Outstanding Notes.  Notes of any series outstanding at any time are all Notes authenticated by the Trustee except for those cancelled, those delivered for cancellation and those described in this Section 2.9 as not outstanding.  A Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note.

If a Note is replaced pursuant to Section 2.8, it ceases to be outstanding unless the Trustee and the Company receive proof satisfactory to them that the replaced Note is held by a bona fide purchaser.

If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a Redemption Date or maturity date money sufficient to pay all principal and interest payable on that date with respect to the Notes of any series (or portions thereof) to be redeemed or maturing, as the case may be, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

SECTION 2.10.   Temporary Notes.  Until definitive Notes are ready for delivery, the Company may prepare and the Trustee shall authenticate and deliver temporary Notes.  Temporary Notes shall be substantially in the form of definitive Notes but may have variations that the Company considers appropriate for temporary Notes.  Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate and deliver definitive Notes.  After the preparation of definitive Notes, the temporary Notes shall be exchangeable for definitive Notes upon surrender of the temporary Notes at any office or agency maintained by the Company for that purpose and such exchange shall be without charge to the Holder.  Upon surrender for cancellation of any one or more temporary Notes, the Company shall execute, and the Trustee shall authenticate and deliver in exchange therefor, one or more definitive Notes representing an equal principal amount of Notes.  Until so exchanged, the Holder of temporary Notes shall in all respects be entitled to the same benefits under this Indenture as a Holder of definitive Notes.

SECTION 2.11.   Cancellation.  The Company at any time may deliver Notes to the Trustee for cancellation and such delivery shall be accompanied by an Officers’ Certificate in which the Company directs the Trustee to cancel such Notes.  The Registrar and the Paying Agent shall forward to the Trustee for cancellation any Notes surrendered to them for registration

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of transfer or exchange or payment.  The Trustee and no one else shall cancel (subject to the record retention requirements of the Exchange Act) all Notes surrendered for registration of transfer or exchange, payment or cancellation and, upon the request of the Company, deliver a certificate of such cancellation to the Company.  The Company may not issue new Notes to replace Notes it has redeemed, paid or delivered to the Trustee for cancellation, but this shall not prohibit the Company from issuing any Additional Notes.  All cancelled Notes held by the Trustee may be disposed of by the Trustee in accordance with its then customary practices and procedures.  The Trustee shall provide to the Company a list of all Notes that have been cancelled from time to time as requested in writing by the Company.

SECTION 2.12.   Defaulted Interest.  If the Company defaults in a payment of interest on the Notes of any series, the Company shall pay defaulted interest plus interest on such defaulted interest to the extent lawful at the rate specified therefor in the Notes of such series in any lawful manner.  The Company may pay the defaulted interest to the Persons who are Noteholders on a subsequent special record date.  The Company shall fix or cause to be fixed any such special record date and payment date to the reasonable satisfaction of the Trustee, which specified record date shall not be less than 10 days prior to the payment date for such defaulted interest and shall promptly mail or cause to be mailed to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.  The Company shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note of the affected series and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when so deposited to be held in trust for the benefit of the Person entitled to such defaulted interest as provided in this Section 2.12.

SECTION 2.13.   CUSIP Numbers, etc.  The Company in issuing the Notes may use “CUSIP” or “ISIN” numbers and/or other similar numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” and/or “ISIN” numbers in notices of redemption or exchange as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption or exchange and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption or exchange shall not be affected by any defect in or omission of such numbers.  The Company shall promptly notify the Trustee in writing of any change in the CUSIP numbers and/or other similar numbers.

SECTION 2.14.   Issuance of Additional Notes.  The Company shall be entitled to issue, from time to time, Additional Notes of any series under this Indenture, which shall have identical terms as the Notes of such series issued on the Issue Date (in each case, other than with respect to the date of issuance, issue price and amount of interest payable on the first payment date applicable thereto), as the case may be; provided that if the Additional Notes are not fungible with the Notes of such series for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number.

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With respect to any Additional Notes, the Company shall set forth in a resolution of the Board of Directors and an Officers’ Certificate, copies of which shall be delivered to the Trustee, the following information:

(1)           the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; and

(2)           the issue price, the Issue Date and the “CUSIP” and “ISIN” number of any such Additional Notes and the amount of interest payable on the first payment date applicable thereto.

SECTION 2.15.   One Class of Notes.  The Notes of any series and any Additional Notes of such series of Notes shall vote and consent together on all matters as one class; and none of the Notes of any series or any Additional Notes of such series shall have the right to vote or consent as a separate class on any matter.

ARTICLE III

REDEMPTION

SECTION 3.1.   Applicability of this Article.  Redemption of Notes of a series, as permitted or required by any form of Note of such series issued pursuant to this Indenture or the documentation providing therefor, shall be made in accordance with such form of Note or documentation and this Article III; provided, however, that if any provision of any such form of Note or documentation shall conflict with any provision of this Article, the provision of such form of Note or documentation shall govern.

SECTION 3.2.   Notices to Trustee; Selection of Notes to be Redeemed.

If the Company elects to redeem Notes of any series pursuant to the terms thereof, it shall notify the Trustee in writing of the Redemption Date and the principal amount of Notes to be redeemed.

The Company shall give each notice to the Trustee provided for in this Section 3.2 at least 30 days before the Redemption Date unless the Trustee consents to a shorter period.  Such notice shall be accompanied by an Officers’ Certificate from the Company to the effect that such redemption shall comply with the conditions herein.  The record date relating to such redemption shall be selected by the Company and set forth in the related notice given to the Trustee, which record date shall be not less than 15 days prior to the date selected for redemption by the Company.

If fewer than all the Notes of a series then outstanding are to be redeemed, the Trustee shall select the Notes of such series to be redeemed pro rata or by lot or by any other method that complies with applicable legal and securities exchange requirements, if any, and that the Trustee considers, in its discretion, to be fair and appropriate in accordance with methods generally used at the time of selection by trustees in similar circumstances, and in the case of Notes held in book entry form, in accordance with DTC’s applicable procedures.

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The Trustee shall make the selection from outstanding Notes not previously called for redemption.  Notes and portions thereof that the Trustee selects shall be in amounts of $2,000 or integral multiples of $1,000 in excess thereof.  Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.  The Trustee shall promptly notify the Company of the Notes or portions of Notes to be redeemed.

SECTION 3.3.   Notice of Redemption.  At least 30 days but not more than 60 days before a date for redemption of Notes, the Company shall mail (or, at the Company’s option in the case of Notes held in book-entry form, send by electronic transmission) a notice of redemption by first-class mail to each Holder of Notes to be redeemed at its registered address.

The notice shall identify the Notes to be redeemed and shall state:

(1)           the aggregate amount of Notes to be redeemed;

(2)           the Redemption Date;

(3)           the redemption price (or the method of calculating such price) and the amount of accrued interest to be paid, if any;

(4)           the name and address of the Paying Agent;

(5)           that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price plus accrued and unpaid interest, if any;

(6)           if fewer than all the outstanding Notes of the affected series are to be redeemed, the certificate number (if certificated) and principal amounts of the particular Notes to be redeemed;

(7)           that, unless the Company defaults in making such redemption payment, interest on Notes (or portion thereof) called for redemption ceases to accrue on and after the Redemption Date;

(8)           the CUSIP number, or any similar number, if any, printed on the Notes being redeemed; and

(9)           that no representation is made as to the correctness or accuracy of the CUSIP number, or any similar number, if any, listed in such notice or printed on the Notes.

At the Company’s written request (which may be rescinded or revoked at any time prior to the time at which the Trustee shall have given such notice to the Holders), the Trustee shall give the notice of redemption in the name of the Company and at the Company’s expense (which notice shall be sent by electronic transmission in the case of Notes held in book-entry form).  In such event, the Company shall provide the Trustee with the information required by this Section 3.3 at least 5 Business Days prior to the date chosen for giving such notice to the Holders (unless the Trustee shall agree to a shorter period).  The notice, if mailed in the manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder

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receives such notice.  In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Notes.

SECTION 3.4.   Effect of Notice of Redemption.  Once notice of redemption is mailed in accordance with Section 3.3, Notes called for redemption shall become due and payable on the Redemption Date and at the redemption price as stated in the notice.  Upon surrender to the Paying Agent on or after the Redemption Date, such Notes shall be paid at the redemption price stated in the notice, plus accrued and unpaid interest to, but not including, the Redemption Date; provided that the Company shall have deposited the redemption price with the Paying Agent or the Trustee on or before 11:00 a.m. (New York City time) on the Redemption Date; provided, further, that if the Redemption Date is after a regular record date and on or prior to the Interest Payment Date, the accrued and unpaid interest shall be payable to the Noteholder of the redeemed Notes registered on the relevant record date.  Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder.

SECTION 3.5.   Deposit of Redemption Price.  By no later than 11:00 a.m. (New York City time) on the Redemption Date, the Company shall deposit with the Paying Agent (or, if the Company or any of its Subsidiaries is the Paying Agent, shall segregate and hold in trust) an amount of money sufficient to pay the redemption price of and accrued and unpaid interest on all Notes to be redeemed on that date other than Notes or portions of Notes called for redemption that are owned by the Company or a Subsidiary and have been delivered by the Company or such Subsidiary to the Trustee for cancellation.  All money, if any, earned on funds held by the Paying Agent shall be remitted to the Company.  In addition, the Paying Agent shall promptly return to the Company any money deposited with the Paying Agent by the Company in excess of the amounts necessary to pay the redemption price of, and accrued interest, if any, on, all Notes to be redeemed.

Unless the Company defaults in the payment of such redemption price, interest on the Notes or portions of Notes to be redeemed shall cease to accrue on and after the applicable Redemption Date, whether or not such Notes are presented for payment.

SECTION 3.6.   Notes Redeemed in Part.  Upon surrender of a Note that is redeemed in part, the Company shall execute and the Trustee shall authenticate for the Holder thereof (at the Company’s expense) a new Note of the same series, equal in principal amount to the unredeemed portion of the Note surrendered; provided that each new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.

ARTICLE IV

COVENANTS

SECTION 4.1.   Payment of Notes.  The Company covenants and agrees that it shall promptly pay the principal of and interest on the Notes on the dates and in the manner provided in the Notes and in this Indenture.  Principal and interest shall be considered paid on the date due if, on or before 11:00 a.m. (New York City time) on such date, the Trustee or the Paying Agent (or, if the Company or any of its Subsidiaries is the Paying Agent, the segregated

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account or separate trust fund maintained by the Company or such Subsidiary pursuant to Section 2.4) holds in accordance with this Indenture money sufficient to pay all principal and interest then due.

The Company shall pay interest on overdue principal at the rate specified therefor in the Notes of each series, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful as provided in Section 2.12.

Notwithstanding anything to the contrary contained in this Indenture, the Company or the Paying Agent may, to the extent it is required to do so by law, deduct or withhold income or other similar taxes imposed by the United States of America or other domestic or foreign taxing authorities from principal or interest payments hereunder.

SECTION 4.2.   Limitations on Liens.  (a) So long as any Notes remain outstanding, the Company may not directly or indirectly, incur, and will not permit any of its Subsidiaries to, directly or indirectly, incur any Indebtedness secured by a Lien upon (i) any property or assets (including Capital Stock) of the Company or any of its Subsidiaries or (ii) upon any shares of stock or Indebtedness of any of its Subsidiaries (whether such property, assets, shares of stock or Indebtedness are now existing or owed or hereafter created or acquired), in any such case unless, prior to or concurrently with the incurrence of any such secured Indebtedness, or the grant of a Lien with respect to any such Indebtedness to be so secured, the Notes or, in respect of Liens on any property or assets of any Subsidiary Guarantor, the Guarantees (together with, if the Company shall so determine, any other Indebtedness of or Guarantee by the Company, the Subsidiary Guarantors or any of their respective Subsidiaries ranking equally in right of payment with the Notes or such Guarantee) shall be secured equally and ratably with (or, at the Company’s option, prior to) such Indebtedness to be so secured; provided, however, that the foregoing restrictions shall not apply to:

(1)           Liens on property, shares of stock or Indebtedness existing with respect to any Person at the time such Person becomes a Subsidiary of the Company or any of its Subsidiaries, provided that such Lien was not incurred in anticipation of such Person becoming a Subsidiary;

(2)           Liens on property, shares of stock or Indebtedness existing at the time of acquisition thereof by the Company or a Subsidiary of the Company or any of its Subsidiaries of such property, shares of stock or Indebtedness (which may include property previously leased by the Company or any of its Subsidiaries and leasehold interests on such property, provided that the lease terminates prior to or upon the acquisition) or Liens on property, shares of stock or Indebtedness to secure the payment of all or any part of the purchase price of such property, shares of stock or Indebtedness, or Liens on property, shares of stock or Indebtedness to secure any Indebtedness for borrowed money incurred prior to, at the time of, or within 18 months after, the latest of the acquisition of such property, shares of stock or Indebtedness, or, in the case of property, the completion of construction, the completion of improvements or the commencement of substantial commercial operation of such property for the purpose of financing all or any part of the purchase price of the property, such construction or the making of the improvements;

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(3)           Liens securing Indebtedness of the Company or any of the Company’s Subsidiaries owing to the Company or any of its Subsidiaries;

(4)           Liens existing on the Issue Date;

(5)           Liens on property or assets of a Person existing at the time such Person is merged into or consolidated with the Company or any of its Subsidiaries, at the time such Person becomes a Subsidiary of the Company or at the time of a sale, lease or other disposition of all or substantially all of the properties or assets of a Person to the Company or any of its Subsidiaries; provided that such Lien was not incurred in anticipation of such merger, consolidation, or sale, lease or other disposition or other transaction;

(6)           Liens created in connection with a project financed with, and created to secure, a Non-recourse Obligation;

(7)           Liens securing all of the Notes or the Guarantees and any Liens that secure debt under the Credit Agreement and the Existing Notes equally and ratably with Liens securing the Notes;

(8)           Liens imposed by law, such as carriers’, warehousemen’s and mechanic’s Liens and other similar Liens, in each case for sums not yet overdue by more than 30 calendar days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review and Liens arising solely by virtue of any statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution;

(9)           Liens for taxes, assessments or other governmental charges not yet due or payable or subject to penalties for non-payment or that are being contested in good faith by appropriate proceedings;

(10)         Liens to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business; or

(11)         any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in the foregoing clauses (1) to (10), inclusive, without increase of the principal of the Indebtedness secured by such Lien; provided, however, that any Liens permitted by any of the foregoing clauses (1) to (10), inclusive, shall not extend to or cover any property of the Company or any of its Subsidiaries, as the case may be, other than the property specified in such clauses and improvements to such property.

(b)           Notwithstanding the foregoing provisions of this Section 4.2, the Company and its Subsidiaries may (i) incur Indebtedness secured by Liens that would otherwise be subject to the foregoing restrictions without equally and ratably securing the Notes, or in

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respect of Liens on any Subsidiary Guarantor’s property or assets, the Guarantee of such Subsidiary Guarantor; provided that after giving effect to such Indebtedness, the aggregate amount of all Indebtedness so secured by Liens (not including Liens permitted under clauses (1) through (11) above), together with all Attributable Debt outstanding pursuant to Section 4.3(b) does not exceed 15% of the Consolidated Net Tangible Assets of the Company calculated as of the date of the creation or incurrence of the Lien.  The Company and its Subsidiaries also may, without equally and ratably securing the Notes, create or incur Liens that extend, renew, substitute or replace (including successive extensions, renewals, substitutions or replacements), in whole or in part, any Lien permitted pursuant to the preceding sentence.

SECTION 4.3.   Limitation on Sale and Leaseback Transactions.

(a)           The Company shall not directly or indirectly, and shall not permit any of its Subsidiaries directly or indirectly to, enter into any sale and leaseback transaction for the sale and leasing back of any property, whether now owned or hereafter acquired, unless:

(1)           such transaction was entered into prior to the Issue Date;

(2)           such transaction was for the sale and leasing back to the Company of any property by one of the Company’s Subsidiaries;

(3)           such transaction involves a lease for not more than three years (or that may be terminated by the Company or such Subsidiary within a period of not more than three years);

(4)           the Company or such Subsidiary would be entitled to incur Indebtedness secured by a Lien with respect to such sale and leaseback transaction without equally and ratably securing the Notes pursuant to clauses (1) through (11) of Section 4.2(a); or

(5)           the Company or any Subsidiary of the Company applies an amount equal to the net proceeds from the sale of such property to the purchase of other property or assets used or useful in the business of the Company or of any of its Subsidiaries or to the retirement of long-term Indebtedness within 365 days before or after the effective date of any such sale and leaseback transaction; provided that, in lieu of applying such amount to the retirement of long-term Indebtedness, the Company may deliver Notes to the Trustee for cancellation, such Notes to be credited at the cost thereof to the Company.

(b)           Notwithstanding the restrictions set forth in Section 4.3(a), the Company and its Subsidiaries may enter into any sale and leaseback transaction that would otherwise be subject to the foregoing restrictions, if after giving effect thereto the aggregate amount of all Attributable Debt outstanding with respect to such transactions, together with all Indebtedness outstanding pursuant to Section 4.2(b), does not exceed 15% of the Consolidated Net Tangible Assets of the Company calculated as of the closing date of the sale and leaseback transaction.

SECTION 4.4.   Change of Control Repurchase Event.  Upon the occurrence of a Change of Control Repurchase Event, the Company shall be required to make an offer to each Holder to repurchase all or any part (in excess of $2,000 and in integral multiples of $1,000) of

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such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase plus accrued and unpaid interest to, but not including, the date of purchase, in accordance with the terms contemplated in this Section 4.4.

(a)           Within 30 calendar days following any Change of Control Repurchase Event or, at the option of the Company, prior to any Change of Control, but after the public announcement of the Change of Control, the Company will mail a notice to each Holder, with a copy to the Trustee, (the “Change of Control Offer”) stating:

(1)           that a Change of Control has occurred or is about to occur and that such Holder has the right to require the Company to purchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to, but not including, the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest on the relevant Interest Payment Date);

(2)           the circumstances and relevant facts regarding such Change of Control Repurchase Event or, if the Change of Control is about to occur, the circumstances and relevant facts regarding such Change of Control;

(3)           the purchase date (which shall be no earlier than 30 calendar days nor later than 60 calendar days from the date such notice is mailed);

(4)           the instructions, as determined by the Company, consistent with this Section 4.4, that a Holder must follow in order to have its Notes purchased; and

(5)           that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the specified purchase date, if mailed prior to the date of consummation of the Change of Control.

(b)           On the purchase date following a Change of Control Repurchase Event, the Company will, to the extent lawful:

(1)           accept for payment all the Notes or portions of the Notes properly tendered pursuant to its offer;

(2)           deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all the Notes or portions of the Notes properly tendered; and

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

(c)           The Paying Agent will promptly mail to each holder of Notes properly tendered the purchase price for the Notes, and the Trustee will promptly authenticate after receipt of an Authentication Order and mail (or cause to be transferred by book-entry) to each holder a new Note of the relevant series equal in principal amount to any unpurchased portion of any Notes surrendered.

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(d)           Notwithstanding the foregoing provisions of this Section 4.4, the Company shall not be required to make a Change of Control Offer following a Change of Control Repurchase Event with respect to a particular series of Notes, if, with respect to such series of Notes, 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 this Section 4.4 applicable to a Change of Control Offer made by the Company and purchases all Notes of such series properly tendered and not withdrawn under such Change of Control Offer.

(e)           The Company shall comply, to the extent applicable, with the requirements of Section 14(e)(1) of the Exchange Act and any other securities laws or regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.4, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.4 by virtue of such conflict.

SECTION 4.5.   Compliance Certificate.  The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers’ Certificate signed by its principal executive officer, principal financial officer or principal accounting officer which shall comply with the provisions of Section 314 of the Trust Indenture Act, stating whether or not to the knowledge of the signers thereof any Default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) occurred during the previous fiscal year, specifying all such Defaults and the nature and status thereof of which they may have knowledge.

SECTION 4.6.   Maintenance of Office or Agency.  The Company shall maintain the office or agency required under Section 2.3.  The Company shall give prior written notice to the Trustee of the location, and any change in the location, of such office or agency.  If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the address of the Trustee set forth in Section 11.2.

SECTION 4.7.   Existence.  Except as otherwise permitted by Article V, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a corporation or other Person.

SECTION 4.8.   SEC Reports.  The Company covenants to file with the Trustee, within 15 days after the Company is required to file the same with the SEC, copies of the annual reports and of the information, documents and other reports that the Company is required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act or pursuant to Section 314 of the Trust Indenture Act (it being understood that the filing of such reports with the SEC shall be deemed to constitute the filing of such reports with the Trustee); provided, however, that the Trustee shall have no responsibility whatsoever to determine if such filing or posting has occurred.

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Delivery of such information and documents to the Trustee under this Section 4.8 is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

ARTICLE V

CONSOLIDATION, MERGER AND SALE OF ASSETS

SECTION 5.1.   When the Company or a Subsidiary Guarantor May Merge or Transfer Assets.  Neither of the Company nor any Subsidiary Guarantor shall consolidate with or sell, lease or convey all or substantially all of its properties or assets to, or merge with or into, in one transaction or a series of related transactions, any other Person, unless:

(1)the Company, or in the case of a Subsidiary Guarantor, the Company or such Subsidiary Guarantor, shall be the continuing entity, or the resulting, surviving or transferee Person (the “Successor”) shall be a corporation or limited liability company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor (if not the Company or such Subsidiary Guarantor, as the case may be) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company or such Subsidiary Guarantor, as the case may be, under the Notes, this Indenture and any Guarantee, as applicable (provided that such Successor shall not be required to assume the obligations of any such Subsidiary Guarantor if such Successor would not, after giving effect to such transaction, be required to guarantee the Notes under the provisions of Article X);

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

(3)the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with clauses (1) and (2) above and that such supplemental indenture constitutes the legal, valid and binding obligation of the Successor subject to customary exceptions.

SECTION 5.2.   Successor Person Substituted.  The Successor will succeed to, and be substituted for, and may exercise every right and power of, the Company or such Subsidiary Guarantor, as the case may be, under the Indenture.  The Company or such Subsidiary Guarantor shall be relieved of all obligations and covenants under the Notes of each series, the Guarantees, as the case may be, and the Indenture to the extent the Company or such Subsidiary Guarantor was the predecessor Person; provided that in the case of a lease of all or substantially all of the Company’s assets, the Company will not be released from the obligation to pay the principal of and interest on the Notes.  Notwithstanding any provision to the contrary, the restrictions contained in this Article V shall cease to apply to any Subsidiary Guarantor immediately upon any merger or consolidation of such Subsidiary Guarantor into the Company

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or any other Subsidiary Guarantor in accordance with this Article V or upon any other termination of the Guarantees of that Subsidiary Guarantor in accordance with this Indenture.

ARTICLE VI

DEFAULTS AND REMEDIES

SECTION 6.1.   Events of Default.  An “Event of Default” occurs with respect to a series of Notes if:

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

(2)a Default in the payment of the principal of any Note of such series when the same becomes due and payable at its Stated Maturity occurs, upon optional redemption or otherwise;

(3)the Company fails to repurchase Notes of such series tendered for repurchase following the occurrence of a Change of Control Repurchase Event in conformity with the covenant set forth under Section 4.4;

(4)the Company or any Subsidiary Guarantor fails to comply with any of its agreements in the relevant series of Notes or this Indenture (other than those referred to in (1) or (2) above) and such failure continues for 90 days after the notice specified below;

(5)the Company fails to make any payment at maturity, including any applicable grace period, on any Indebtedness of the Company or any of its Subsidiary Guarantors (other than Indebtedness of the Company or of a Subsidiary owing to the Company or any of its Subsidiaries) outstanding in an amount in excess of $30,000,000 and continuance of this failure to pay or the equivalent thereof in any other currency or composite currency shall have continued for 30 days after written notice specified below; provided, however, that if any such failure shall cease, or be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed likewise to have been cured;

(6)a Default on any Indebtedness of the Company or any of its Subsidiary Guarantors (other than Indebtedness owing to the Company or any of its Subsidiaries) occurs, which Default results in the acceleration of such Indebtedness in an amount in excess of $30,000,000 or the equivalent thereof in any other currency or composite currency without such Indebtedness having been discharged or such acceleration having been cured, waived, rescinded or annulled for a period of 30 days after written notice specified below; provided, however, that if any such Default or acceleration shall be cured, waived, rescinded or annulled then the Event of Default by reason thereof shall be deemed likewise to have been cured;

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(7)the Company or any Subsidiary Guarantor pursuant to or within the meaning of any Bankruptcy Law:

(A)commences a voluntary case;

(B)consents to the entry of an order for relief against it in an involuntary case in which it is the debtor;

(C)consents to the appointment of a Custodian of it or for any substantial part of its property; or

(D)makes a general assignment for the benefit of its creditors;

or takes any comparable action under any foreign laws relating to insolvency;

(8)a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(A)is for relief against the Company or any Subsidiary Guarantor in an involuntary case;

(B)appoints a Custodian of the Company or for any substantial part of the property of the Company or any Subsidiary Guarantor; or

(C)orders the winding up or liquidation of the Company or any Subsidiary Guarantor;

(or any similar relief is granted under any foreign laws) and the order, decree or relief remains unstayed and in effect for 60 consecutive days; or

(9)the Guarantee of any Subsidiary Guarantors ceases to be in full force and effect during its term or such Subsidiary Guarantor denies or disaffirms in writing its obligations under the terms of this Indenture or its Guarantee, in each case, other than any such cessation, denial or disaffirmation in connection with the termination of such Guarantee pursuant to the provisions of Article X.

An Event of Default under one series of Notes does not necessarily constitute an Event of Default under any other series of Notes.  The foregoing will constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

The term “Bankruptcy Law” means Title 11, United States Code, or any similar Federal or state law for the relief of debtors.  The term “Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.

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A Default with respect to Notes of a series under clauses (4), (5) or (6) of this Section 6.1 is not an Event of Default until the Trustee (by written notice to the Company) or the Holders of at least 25% in aggregate principal amount of the outstanding Notes of such series (by written notice to the Company and the Trustee) gives notice of the Default and the Company does not cure such Default within the time specified in said clause (4), (5) or (6) after receipt of such notice.  Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default”.

The Company shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice in the form of an Officers’ Certificate of any event that with the giving of notice or the lapse of time would become an Event of Default under clause (4), (5) or (6) of this Section 6.1, its status and what action the Company is taking or proposes to take with respect thereto.

SECTION 6.2.   Acceleration.  If an Event of Default with respect to Notes of a series (other than an Event of Default specified in Section 6.1(7) or (8) with respect to the Company) occurs and is continuing, the Trustee by written notice to the Company, or the Holders of at least 25% in aggregate principal amount of the outstanding Notes by written notice to the Company and the Trustee, may, and the Trustee at the request of such Holders, shall, declare the principal of and accrued but unpaid interest on all the Notes of such series to be due and payable.  Upon such a declaration, such principal and accrued and unpaid interest shall be due and payable immediately.  If an Event of Default specified in Section 6.1(7) or (8) with respect to the Company occurs and is continuing, the principal of and accrued and unpaid interest on all Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders.  The Holders of a majority in aggregate principal amount of the outstanding Notes of a series by written notice to the Trustee may rescind an acceleration and its consequences if all existing Events of Default with respect to Notes of such series have been cured or waived except nonpayment of principal or interest that has become due solely because of such acceleration.  No such rescission shall affect any subsequent Default or impair any right consequent thereto.

SECTION 6.3.   Other Remedies.  If an Event of Default with respect to a series of Notes occurs and is continuing, the Trustee, in conformity with its duties under this Indenture, will exercise all rights or powers under this Indenture at the request or direction of any Holders, provided, that the Holders provide the Trustee with an indemnity or security reasonably satisfactory to the Trustee against any loss, liability or expense.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding.  A delay or omission by the Trustee or any Noteholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default.  No remedy is exclusive of any other remedy.  All available remedies are, to the extent permitted by law, cumulative.

SECTION 6.4.   Waiver of Past Defaults.  The Holders of a majority in aggregate principal amount of the Notes of a series then outstanding by written notice to the Trustee may, on behalf of the Holders of the Notes of such series, waive any past or existing Default and its consequences except (1) a Default in the payment of the principal of or interest on a Note or (2) a

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Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Noteholder affected.  When a Default is waived, it is deemed cured, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture, but no such waiver shall extend to any subsequent or other Default or impair any consequent right.

SECTION 6.5.   Control by Majority.  Upon provision of security or indemnity satisfactory to the Trustee, the Holders of a majority in aggregate principal amount of the Notes of each series then outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to the Notes of such series or of exercising any trust or power conferred on the Trustee.  However, the Trustee, which may conclusively rely on opinions of counsel, may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of other Noteholders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction.

SECTION 6.6.   Limitation on Suits.  Except to enforce the right to receive payment of principal, premium, if any, or interest when due, a Holder of Notes may not pursue any remedy with respect to this Indenture or the Notes unless:

(1)An Event of Default shall have occurred and be continuing with respect to the relevant series of Notes and the Holder gives to the Trustee prior written notice stating that an Event of Default is continuing;

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

(3)such Holder or Holders offer to the Trustee indemnity satisfactory to it against any costs, liabilities or expenses in compliance with such request;

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

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

A Noteholder may not use this Indenture to prejudice the rights of another Noteholder or to obtain a preference or priority over another Noteholder of the relevant series (it being understood that the Trustee shall not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Noteholders).

SECTION 6.7.   Rights of Holders to Receive Payment.  Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of and interest on the relevant series of the Notes held by such Holder, on or after the respective due

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dates expressed in such Notes, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

SECTION 6.8.   Collection Suit by Trustee.  If an Event of Default specified in Section 6.1(1) or (2) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company for the whole amount then due and owing (together with interest on any unpaid interest to the extent lawful) and the amounts provided for in Section 7.7.

SECTION 6.9.   Trustee May File Proofs of Claim.  The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Noteholders allowed in any judicial proceedings relative to the Company, its creditors or any other obligor upon the Notes, or any of their creditors or the property of the Company or such other obligor or their creditors and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.7.

SECTION 6.10.   Priorities.  Any money or other property collected by the Trustee pursuant to Article VI hereof, or any money or other property otherwise distributable in respect of the Company’s obligations under this Indenture, shall be applied in the following order:

FIRST:  to the Trustee (including any predecessor Trustee) for amounts due under Section 7.7;

SECOND:  to Noteholders for amounts due and unpaid on the Notes for principal and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the relevant series of the Notes for principal and interest, respectively; and

THIRD:  to the Company.

The Trustee may, upon prior written notice to the Company, fix a record date and payment date for any payment to Noteholders pursuant to this Section 6.10.  At least 15 days before such record date, the Company shall mail to each Noteholder and the Trustee a notice that states the record date, the payment date and amount to be paid.

SECTION 6.11.   Undertaking for Costs.  In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in

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the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant.  This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.7 or a suit by Holders of more than 10% in aggregate principal amount of the outstanding Notes of a series.

SECTION 6.12.   Waiver of Stay or Extension Laws.  The Company (to the extent it may lawfully do so) shall not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE VII

TRUSTEE

SECTION 7.1.   Duties of Trustee.

(a)If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.

(b)Except during the continuance of an Event of Default:

(1)the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2)in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon Officers’ Certificates and Opinions of Counsel furnished to the Trustee and conforming to the requirements of this Indenture.  However, in the case of any such Officers’ Certificates and Opinions of Counsel which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such Officers’ Certificates and Opinions of Counsel to determine whether or not they conform to the requirements of this Indenture.

(c)The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(1)this subsection does not limit the effect of subsections (b) or (f) of this Section 7.1;

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(2)the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(3)the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5.

(d)Every provision of this Indenture that in any way relates to the Trustee is subject to subsections (a), (b), (c) and (f) of this Section 7.1.

(e)The Trustee shall not be liable for interest on any money or other property received by it or for holding moneys or other property uninvested, in either case, except as otherwise agreed between the Company and the Trustee.  Money and other property held in trust by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other money or property except to the extent required by law.

(f)No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any liability, financial or otherwise, in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(g)Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 7.1 and to the provisions of the Trust Indenture Act, where applicable.

SECTION 7.2.   Rights of Trustee.

(a)The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting in reliance on, any document believed by it to be genuine and to have been signed or presented by the proper person.  The Trustee need not investigate any fact or matter stated in the document.

(b)Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, or both.  The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officers’ Certificate or Opinion of Counsel.

(c)The Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or through attorneys and agents, respectively, and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereunder.

(d)The Trustee shall not be liable for any action it takes, suffers to exist or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Trustee’s conduct does not constitute willful misconduct, bad faith or negligence.

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(e)The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in reliance thereon.

(f)The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

(g)The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes unless either (1) a Trust Officer shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office by the Company or any other obligor on the Notes or by any Holder of the Notes.  Any such notice shall reference this Indenture and the Notes.

(h)The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this Indenture, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities as Registrar and Paying Agent, as the case may be, hereunder.

(i)The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further reasonable inquiry or reasonable investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and at reasonable times, to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(j)The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

(k)The Trustee may request that the Company deliver a certificate, substantially in the form of Exhibit B hereto, setting forth the names of individuals and/or titles of Officers authorized at such time to take specified actions pursuant to this Indenture.

(l)In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

SECTION 7.3.   Individual Rights of Trustee.  The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company with the same rights it would have if it were not Trustee.  Any Paying Agent, Registrar

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or co-paying agent may do the same with like rights.  However, the Trustee must comply with Sections 7.10 and 7.11.

SECTION 7.4.   Trustee’s Disclaimer.  The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use of the proceeds from the Notes, and it shall not be responsible for any statement of the Company in this Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Trustee’s certificate of authentication.

SECTION 7.5.   Notice of Defaults.  If a Default or an Event of Default occurs with respect to the Notes and is continuing and if it is actually known to the Trustee, the Trustee shall mail to each Noteholder notice of the Default within 90 days after it is known to a Trust Officer or written notice of it is received by a Trust Officer of the Trustee.  Except in the case of a Default in payment of principal of or interest on any Note, the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith determines that withholding the notice is not opposed to the interests of Noteholders.

SECTION 7.6.   Reports by Trustee to Holders.  As promptly as practicable after each May 15 beginning with the May 15 following the date of this Indenture, and in any event prior to July 15 in each year, the Trustee shall mail to each Noteholder a brief report dated as of such May 15 that complies with Section 313(a) of the Trust Indenture Act.  The Trustee also shall comply with Section 313(b) of the Trust Indenture Act. The Trustee shall promptly deliver to the Company a copy of any report it delivers to Holders pursuant to this Section 7.6.

A copy of each report at the time of its mailing to Noteholders shall be filed by the Trustee with the SEC and each stock exchange (if any) on which the Notes are listed.  The Company agrees to notify promptly the Trustee in writing whenever the Notes become listed on any stock exchange and of any delisting thereof.

SECTION 7.7.   Compensation and Indemnity.  Each of the Subsidiary Guarantors and the Company, jointly and severally, covenants and agrees to pay to the Trustee (and any predecessor Trustee) from time to time such reasonable compensation for its services as the Company and the Trustee shall from time to time agree in writing.  The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust.  The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses (including attorneys’ fees and expenses), disbursements and advances incurred or made by it in accordance with the provisions of this Indenture, including costs of collection, in addition to such compensation for its services, except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence, willful misconduct or bad faith.  Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s agents and counsel.  The Trustee shall provide the Company reasonable notice of any expenditure not in the ordinary course of business.  The Company shall indemnify each of the Trustee, its officers, directors, employees and any predecessor Trustees against any and all loss, damage, claim, liability or expense (including reasonable attorneys’ fees and expenses) (other than taxes applicable to the Trustee’s compensation hereunder) incurred by it in connection with the acceptance or administration of this trust and the performance of its duties

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hereunder.  The Trustee shall notify the Company promptly of any claim of which a Trust Officer has received written notice and for which it may seek indemnity.  Failure by the Trustee so to notify the Company shall not relieve the Company of its obligations hereunder, except to the extent that the Company has been prejudiced by such failure.  The Company shall defend the claim and the Trustee shall cooperate, to the extent reasonable, in the defense of any such claim, and, if (in the opinion of counsel to the Trustee) the facts and/or issues surrounding the claim are reasonably likely to create a conflict with the Company, the Company shall pay the reasonable fees and expenses of separate counsel to the Trustee.  The Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct, negligence or bad faith.  The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed.

To secure the Company’s payment obligations in this Section 7.7, the Trustee (including any predecessor trustee) shall have a Lien prior to the Notes on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular Notes.

The Company’s payment obligations pursuant to this Section 7.7 shall survive the satisfaction, discharge and termination of this Indenture, the resignation or removal of the Trustee and any discharge of this Indenture including any discharge under any bankruptcy law.  In addition to and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when the Trustee incurs expenses or renders services after the occurrence of a Default specified in Section 6.1(7) or (8) with respect to the Company, the expenses and the compensation for the services are intended to constitute expenses of administration under the Bankruptcy Law.

SECTION 7.8.   Replacement of Trustee.  The Trustee may resign at any time upon 30 days’ written notice to the Company.  The Holders of a majority in principal amount of the Notes then outstanding, may remove the Trustee upon 30 days’ written notice to the Trustee and may appoint a successor Trustee, which successor Trustee shall be reasonably acceptable to the Company.  The Company shall remove the Trustee if:

(1)the Trustee fails to comply with Section 7.10;

(2)the Trustee is adjudged bankrupt or insolvent;

(3)a receiver or other public officer takes charge of the Trustee or its property; or

(4)the Trustee otherwise becomes incapable of acting.

If the Trustee resigns, is removed by the Company or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee.

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A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company and the Company shall pay all amounts due and owing to the Trustee under Section 7.7 of the Indenture.  Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture.  The successor Trustee shall mail a notice of its succession to Noteholders affected by such resignation or removal.  The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.7.

If a successor Trustee does not take office with respect to the Notes within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of 10% in principal amount of the Notes may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee fails to comply with Section 7.10, any Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

Notwithstanding the replacement of the Trustee pursuant to this Section 7.8, the Company’s obligations under Section 7.7 shall continue for the benefit of the retiring Trustee.

SECTION 7.9.   Successor Trustee by Merger.  If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee; provided that such corporation shall be otherwise qualified and eligible under this Article VII and Section 310(a) of the Trust Indenture Act, without the execution or filing of any paper or any further act on the part of the parties hereto.

In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture; provided that the certificate of the Trustee shall have.

SECTION 7.10.   Eligibility; Disqualification.  The Trustee shall at all times satisfy the requirements of Section 310(a) of the Trust Indenture Act.  The Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition.  The Trustee shall comply with Section 310(b) of the Trust Indenture Act; provided, however, that there shall be excluded from the operation of Section 310(b)(1) of the Trust Indenture Act and any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Company are outstanding if the requirements for such exclusion set forth in Section 310(b)(1) of the Trust Indenture Act are met.

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Nothing herein shall prevent the Trustee from filing with the Commission the application referred to in the second to last paragraph of Section 310(b) of the Trust Indenture Act.

SECTION 7.11.   Preferential Collection of Claims Against the Company.  The Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding any creditor relationship listed in Section 311(b) of the Trust Indenture Act.  A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent indicated.

ARTICLE VIII

DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 8.1.   Discharge of Liability on Notes; Defeasance.  (a) With respect to a series of Notes, when (i) the Company delivers to the Trustee all outstanding Notes of such series that have not already been delivered to the Trustee for cancellation or (ii)(A) all outstanding Notes of such series have become due and payable, whether at maturity, as a result of repayment at the option of the Holders or as a result of the mailing of a notice of redemption pursuant to Article III hereof or (B) the Notes of such series shall become due and payable at their Stated Maturity within one year, or the Notes of such series are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and, in each case of this clause (ii), the Company irrevocably deposits or causes to be deposited with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes of such series, including interest thereon to maturity or such Redemption Date, and if in the case of either clause (i) or (ii) the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c), cease to be of further effect.  The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers’ Certificate from the Company and an Opinion of Counsel from the Company that all conditions precedent provided herein for satisfaction and discharge of this Indenture have been complied with at the cost and expense of the Company.

(b)Subject to Sections 8.1(c) and 8.2, the Company at any time may terminate (i) all of its obligations under the Notes of a series and this Indenture as it relates to such Notes (“legal defeasance option”) or (ii) its obligations under Section 4.2 and Section 4.3 and the operation of Sections 6.1(3), 6.1(4), 6.1(5) and 6.1(6) as it relates to a series of Notes (“covenant defeasance option”).   The Company may exercise its legal defeasance option as it relates to a series of Notes notwithstanding its prior exercise of its covenant defeasance option as it relates to such Notes.

If the Company exercises its legal defeasance option with respect to the Notes of a series, payment of the Notes of such series may not be accelerated because of an Event of Default.  If the Company exercises its covenant defeasance option, payment of the Notes of such series may not be accelerated because of an Event of Default specified in Sections 6.1(3), 6.1(4), 6.1(5) or 6.1(6).

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Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.

(c)Notwithstanding clauses (a) and (b) above, the Company’s obligations in Sections 2.3, 2.4, 2.5, 2.8, 4.1, 4.6, 7.7, 7.8, 8.4, 8.5 and 8.6 shall survive until the Notes of each series have been paid in full.  Thereafter, the Company’s and the Trustee’s obligations in Sections 7.7, 8.4 and 8.5 shall survive such satisfaction and discharge.

SECTION 8.2.   Conditions to Defeasance.  The Company may exercise its legal defeasance option or its covenant defeasance option with respect to a series of the Notes only if:

(1)the Company irrevocably deposits or causes to be deposited in trust with the Trustee money or U.S. Government Obligations that through the scheduled payment of principal and interest in respect thereof in accordance with their terms shall provide cash at such times and in such amounts as shall be sufficient to pay principal and interest when due on all outstanding Notes of such series (except Notes replaced pursuant to Section 2.8) to maturity or redemption, as the case may be;

(2)the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment shall provide cash at such times and in such amounts as shall be sufficient to pay principal and interest when due on all outstanding Notes of such series to maturity or redemption, as the case may be;

(3)91 days pass after the deposit is made and during the 91-day period no Default specified in Section 6.1(7) or (8) occurs that is continuing at the end of the period;

(4)the Company shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or any Subsidiary Guarantors;

(5)in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of this Indenture 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 Notes of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred;

(6)in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of Notes of such series will not recognize income, gain or loss for U.S. federal income tax

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purposes as a result of such deposit and defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and

(7)the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes as contemplated by this Article VIII have been complied with.

Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of any of the Notes at a future date in accordance with Article III.

SECTION 8.3.   Application of Trust Money.  The Trustee shall hold in trust money or U.S. Government Obligations deposited with it pursuant to this Article VIII.  It shall apply the deposited money and the money from U.S. Government Obligations either directly or through the Paying Agent as the Trustee may determine and in accordance with this Indenture to the payment of principal of and interest on the series of the Notes that was defeased.

SECTION 8.4.   Repayment to the Company.  The Trustee and the Paying Agent shall promptly turn over to the Company upon request any excess money or securities held by them at any time.

Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal or interest that remains unclaimed for two years after the date of payment of such principal and interest, and, thereafter, Noteholders entitled to the money must look to the Company for payment as general creditors.

Any unclaimed funds held by the Trustee pursuant to this Section 8.4 shall be held uninvested and without any liability for interest.

SECTION 8.5.   Indemnity for Government Obligations.  The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against deposited U.S. Government Obligations or the principal and interest received on such U.S. Government Obligations other than any such tax, fee or other charge which by law is for the account of the Holders of the defeased Notes; provided that the Trustee shall be entitled to charge any such tax, fee or other charge to such Holder’s account.

SECTION 8.6.   Reinstatement.  If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with this Article VIII by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under this Indenture as it relates to the defeased Notes and such Notes shall be revived and reinstated as though no deposit had occurred pursuant to this Article VIII until such time as the Trustee or Paying Agent is permitted to apply all such money or U.S. Government Obligations in accordance with this Article VIII; provided, however, that (a) if the Company has made any payment of interest on or principal of any series of the Notes following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of the particular Notes to receive such payment from the money or U.S. Government Obligations

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held by the Trustee or Paying Agent and (b) unless otherwise required by any legal proceeding or any order or judgment of any court or governmental authority, the Trustee or Paying Agent shall return all such money and U.S. Government Obligations to the Company promptly after receiving a written request therefor at any time, if such reinstatement of the Company’s obligations has occurred and continues to be in effect.

ARTICLE IX

AMENDMENTS

SECTION 9.1.   Without Consent of Holders.  The Company, the Subsidiary Guarantors and the Trustee may amend this Indenture or the Notes of a series without notice to or consent of any Noteholder of such series:

(1)to cure any ambiguity, omission, defect or inconsistency;

(2)to evidence the succession of another Person to the Company or any Subsidiary Guarantor and the assumption by any such Person of the obligations of the Company or such Subsidiary Guarantor, in each case, in accordance with the provisions of Article V;

(3)to add any additional Events of Default;

(4)to add to the covenants of the Company for the benefit of the Holders of all the Notes of such series or to surrender any right or power herein conferred upon the Company;

(5)to add one or more Guarantees for the benefit of Holders of the Notes;

(6)to evidence the release of any Subsidiary Guarantor from its Guarantee of the Notes in accordance with Article X;

(7)add collateral security with respect to the Notes of such series or any Guarantee;

(8)to add or appoint a successor or separate Trustee or other agent;

(9)to provide for the issuance of any Notes or Additional Notes of such series;

(10)to comply with any requirements in connection with qualifying this Indenture under the Trust Indenture Act;

(11)to comply with the rules of any applicable securities depository;

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(12)to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code;

(13)to conform the provisions of this Indenture to the “Description of Notes” and “Description of Debt Securities” sections of any prospectus prepared in connection with the issuance of the Notes;

(14)to make changes to this Indenture applicable only to other series of Notes issuable hereunder; and

(15)to change any other provision if the change does not adversely affect the interests of any Noteholder of such series.

After an amendment under this Section 9.1 becomes effective, the Company shall mail to Noteholders a notice briefly describing such amendment.  The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.1.

SECTION 9.2.   With Consent of Holders.  The Company, the Subsidiary Guarantors and the Trustee may amend this Indenture or the Notes of a series without notice to any Noteholder but with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding of such series (including consents obtained in connection with a tender offer or exchange for Notes).  However, without the consent of each Noteholder affected, an amendment may not:

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

(2)reduce the principal amount of, or the rate of interest on, any Notes;

(3)reduce any premium, if any, payable on the redemption or required repurchase of any Note or change the date on which any Note may or must be redeemed, repaid or required to be repurchased;

(4)change the coin or currency in which the principal of or interest on any Note is payable;

(5)release the Guarantee of any Subsidiary Guarantor except as provided under Article X, or make any changes to such Guarantee in a manner adverse to the Holders;

(6)impair the right of any Holder to institute suit for the enforcement of any payment on or after the Stated Maturity of any Note;

(7)reduce the percentage in principal amount of the outstanding Notes, the consent of whose Holders is required in order to take certain actions;

46

(8)reduce the requirements for quorum or voting by Holders in this Indenture or the Notes;

(9)modify any of the provisions of this Indenture regarding the waiver of past defaults and the waiver of certain covenants by Holders except to increase any percentage vote required or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the holder of each Note affected thereby; or

(10)modify any of the above provisions of this Section 9.2.

It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof.

After an amendment under this Section 9.2 becomes effective, the Company shall mail to Noteholders a notice briefly describing such amendment.  The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.2.

SECTION 9.3.   Compliance with Trust Indenture Act.  Every amendment to this Indenture or the Notes of any series shall comply with the Trust Indenture Act as then in effect.

SECTION 9.4.   Effect of Consents and Waivers.  A consent to an amendment, supplement or a waiver by a Holder of a Note shall bind the Holder and every subsequent Holder of that Note or portion of the Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent or waiver is not made on the Note.  After an amendment or waiver becomes effective with respect to the Notes, it shall bind every Noteholder.

The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Noteholders entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture.  If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Noteholders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to take any such action, whether or not such Persons continue to be Holders after such record date.

SECTION 9.5.   Notation on or Exchange of Notes.  If an amendment changes the terms of a Note, the Trustee may require the Holder of the Note to deliver it to the Trustee.  The Company shall provide in writing to the Trustee an appropriate notation to be placed on the Note regarding the changed terms and return it to the Holder.  Alternatively, if the Company or the Trustee so determine, the Company in exchange for the Note shall issue and the Trustee shall authenticate a new Note that reflects the changed terms.  Failure to make the appropriate notation or to issue a new Note shall not affect the validity of such amendment.

SECTION 9.6.   Trustee To Sign Amendments.  The Trustee shall sign any amendment authorized pursuant to this Article IX if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee.  If it does, the Trustee may but need not

47

sign it.  In signing such amendment the Trustee shall receive indemnity reasonably satisfactory to it and to receive, and (subject to Section 7.1) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 11.4, an Officers’ Certificate of the Company and an Opinion of Counsel stating that such amendment complies with the provisions of this Article IX and that such supplemental indenture constitutes the legal valid and binding obligation of the Company in accordance with its terms subject to customary exceptions.

Upon the execution of any supplemental indenture under this Article IX, this Indenture shall be modified in accordance therewith, and such supplemental Indenture shall form a part of this Indenture for all purposes; and every Noteholder theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

ARTICLE X

GUARANTEES

SECTION 10.1.   Guarantees. Each of the Subsidiary Guarantors hereby fully unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, to each Holder of the Notes of each series and to the Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of and interest, if any, on the Notes of the relevant series and all other obligations of the Company under this Indenture and the Notes of each series (the “Obligations”) to the Trustee and to the Holders.  Each of the Subsidiary Guarantors further agrees (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it shall remain bound under this Article X notwithstanding any extension or renewal of any Obligation.

Each of the Subsidiary Guarantors waives presentation to, demand of payment from and protest to the Company of any of the Obligations and also waives notice of protest for nonpayment. Each of the Subsidiary Guarantors waives notice of any Default under the Notes or the Obligations. The obligations of each of the Subsidiary Guarantors hereunder shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; or (e) any change in the ownership of the Company.

Each of the Subsidiary Guarantors further agrees that the Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Obligations.

The obligations of each of the Subsidiary Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or

48

termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Subsidiary Guarantors herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any Default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing that may or might in any manner or to any extent vary the risk of each of the Subsidiary Guarantors or would otherwise operate as a discharge of the Subsidiary Guarantors as a matter of law or equity.

Each of the Subsidiary Guarantors further agrees that the Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest, if any, on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise.

In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any of the Subsidiary Guarantors by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each of the Subsidiary Guarantors hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law).

Each of the Subsidiary Guarantors further agrees that, as between itself, on the one hand, and the Holders, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of the Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Guarantee.

Each of the Subsidiary Guarantors also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Section 10.1.

SECTION 10.2.   No Subrogation.  Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, none of the Subsidiary Guarantors shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Company or any collateral security or Guarantee or right of offset held by the Trustee or any Holder for the payment of the Obligations, nor shall any of the Subsidiary Guarantors seek or be entitled to seek any contribution or reimbursement from the Company or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Holders, by the Company on account of the Obligations are paid in full. If any amount shall be paid to any of the Subsidiary Guarantors on account of such subrogation

49

rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Trustee, if required), to be applied against the Obligations.

SECTION 10.3.   Consideration.  Each of the Subsidiary Guarantors has received, or shall receive, direct or indirect benefits from the making of the Guarantee.

SECTION 10.4.   Limitation on Subsidiary Guarantor Liability.  Each Subsidiary Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee.  To effectuate the foregoing intention, the Trustee, the Holders and the Subsidiary Guarantors hereby irrevocably agree that the obligations of each Subsidiary Guarantor shall be limited to the maximum amount as would, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Guarantor under this Article X, cause the obligations of such Subsidiary Guarantor under its Guarantee not to constitute a fraudulent conveyance or fraudulent transfer under applicable law.  Each Subsidiary Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Subsidiary Guarantor in an amount equal to such other Subsidiary Guarantor’s pro rata portion of such payment based on the respective net assets of all the Subsidiary Guarantors at the time of such payment determined in accordance with GAAP.

SECTION 10.5.   Execution and Delivery.  To evidence its Guarantee set forth in Section 10.01 hereof, each Subsidiary Guarantor hereby agrees that this Indenture (or a supplemental indenture, as the case may be) shall be executed on behalf of such Subsidiary Guarantor by the number of its Officers, managers, its trustee, its managing member or its general partner, as the case may be, as may be required to bind such Subsidiary Guarantor hereto or thereto.

Each Subsidiary Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

If an Officer, manager, trustee, managing member or general partner of a Subsidiary Guarantor whose signature is on this Indenture (or a supplemental indenture, as the case may be) no longer holds that office at the time the Trustee authenticates the Note, the Guarantee shall be valid nevertheless.

50

The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Subsidiary Guarantors.

SECTION 10.6.   Release of Subsidiary Guarantors.  A Subsidiary Guarantor will be automatically released from all its obligations under the Notes of a series, this Indenture and its Guarantee, and its Guarantee will automatically terminate (1) upon the termination for any reason of the obligations of such Subsidiary Guarantor as a guarantor or borrower under the Credit Agreement (including, without limitation, pursuant to the terms of the Credit Agreement, upon agreement of the requisite lenders under the Credit Agreement or upon the termination of the Credit Agreement or upon the replacement thereof with a credit facility not providing for such Subsidiary Guarantor to be a guarantor or a borrower thereunder) and the termination for any reason of the obligations of such Subsidiary Guarantor as a guarantor under the Existing Notes, (2) upon the exercise of the legal defeasance option pursuant to Section 8.1(b) of the relevant series, or upon satisfaction and discharge of the Indenture pursuant to Section 8.1(a) as it relates to such series or (3) upon the consummation of any sale or other disposition of all of the Capital Stock of such Subsidiary Guarantor (including by way of merger or consolidation) or other transaction such that after giving effect to such sale, disposition or other transaction such Subsidiary Guarantor is no longer a Domestic Subsidiary of the Company.  Upon request of the Company, the Trustee shall evidence such release by a supplemental indenture or other instrument which may be executed by the Trustee without the consent of any Holder.

SECTION 10.7.   Future Subsidiary Guarantors.  After the Issue Date, the Company shall cause any wholly-owned Domestic Subsidiary that is not a Subsidiary Guarantor and that becomes a guarantor or a borrower under the Credit Agreement or the Existing Notes to execute and deliver to the Trustee within 30 days of becoming a guarantor or borrower under the Credit Agreement or the Existing Notes, a supplemental indenture pursuant to which such wholly-owned Domestic Subsidiary shall become a Subsidiary Guarantor and shall provide a Guarantee of the Obligations.  Notwithstanding the foregoing, in the event that the merger of RSAC Acquisition Corp. with and into Metals USA Holdings Corp. with Metals USA Holdings Corp. surviving as a wholly-owned subsidiary of the Company, pursuant to the Agreement and Plan of Merger, dated February 6, 2013, among the Company, RSAC Acquisition Corp. and Metals USA Holdings Corp. (the “Merger”), is not completed substantially concurrently with the execution of this Indenture and Metals USA Holdings Corp. and any of its wholly-owned Domestic Subsidiaries that become guarantors or borrowers under the Credit Agreement are not then Subsidiary Guarantors, Metals USA Holdings Corp. and any of such wholly-owned Domestic Subsidiaries will become Subsidiary Guarantors within 30 days following the completion of the Merger.

ARTICLE XI

MISCELLANEOUS

SECTION 11.1.   Trust Indenture Act Controls.  If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by, or with another provision included or that is required to be included in this Indenture by the Trust Indenture Act, the duty or provision required by the Trust Indenture Act shall control.

51

SECTION 11.2.   Notices.  Any notice or communication shall be in writing (including facsimile and electronic communications in PDF format) and delivered in person or mailed by first-class mail addressed as follows:

if to the Company or any Subsidiary Guarantor:

Reliance Steel & Aluminum Co.
350 South Grand Avenue, Suite 5100
Los Angeles, CA  90071
Facsimile Number: (213) 687-8792
Attention: Chief Financial Officer

if to the Trustee:

Wells Fargo Bank, National Association

707 Wilshire Blvd, 17th Floor

Los Angeles, CA 90017

Facsimile Number: 213-614-3355
Attention: Administrator of Reliance Steel & Aluminum Co.

Any notices between the Company, the Subsidiary Guarantors and the Trustee may be by facsimile or electronically in PDF format or certified first class mail, receipt confirmed and the original to follow by guaranteed overnight courier.  The Company, the Subsidiary Guarantors or the Trustee by written notice to the others may designate additional or different addresses for subsequent notices or communications.  The Trustee agrees to accept and act upon facsimile transmission of written instructions and/or directions pursuant to this Indenture given by the Company; provided, however, that:  (1) the Company, subsequent to such facsimile transmission of written instructions and/or directions, shall provide the originally executed instructions and/or directions to the Trustee in a timely manner and (2) such originally executed instructions and/or directions shall be signed by an authorized Officer of the Company.

Any notice or communication mailed to a Noteholder shall be mailed to the Noteholder at the Noteholder’s address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed.

Failure to mail a notice or communication to a Noteholder or any defect in it shall not affect its sufficiency with respect to other Noteholders.  If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.

SECTION 11.3.   Communication by Holders with other Holders.  Noteholders may communicate pursuant to Section 312(b) of the Trust Indenture Act with other Noteholders with respect to their rights under this Indenture or the Notes.  The Company, the Trustee, the Registrar and anyone else shall have the protection of Section 312(c) of the Trust Indenture Act.

SECTION 11.4.   Certificate and Opinion as to Conditions Precedent.  Upon any request or application by the Company to the Trustee to take or refrain from taking any action under this Indenture, the Company shall furnish to the Trustee:

52

(1)an Officers’ Certificate of the Company in form reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

(2)an Opinion of Counsel of the Company in form reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

SECTION 11.5.   Statements Required in Certificate or Opinion.  The certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture shall include:

(1)a statement that the individual making such certificate or opinion has read such covenant or condition;

(2)a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3)a statement that, in the opinion of such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4)a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with.

SECTION 11.6.   When Notes Disregarded.  In determining whether the Holders of the required principal amount of Notes of a series have concurred in any direction, waiver or consent, Notes of such series owned by the Company or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company (an “Affiliate”) shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in conclusively relying on any such direction, waiver or consent, only Notes of such series which a Trust Officer of the Trustee actually knows are so owned shall be so disregarded.  Also, subject to the foregoing, only Notes of such series outstanding at the time shall be considered in any such determination.

SECTION 11.7.   Rules by Trustee, Paying Agent and Registrar.  The Trustee may make reasonable rules for action by or a meeting of Noteholders.  The Registrar and the Paying Agent may make reasonable rules for their functions.

SECTION 11.8.   Governing Law.  This Indenture and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 11.9.   No Recourse Against Others.  A director, Officer, employee or stockholder (other than the Company), as such, of the Company shall not have any liability for any obligations of the Company under the Notes of any series or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation.  By accepting a Note,

53

each Noteholder shall waive and release all such liability.  The waiver and release shall be part of the consideration for the issue of the Notes.

SECTION 11.10.   Successors.  All agreements of the Company in this Indenture and the Notes shall bind its successors and assigns.  All agreements of the Trustee in this Indenture shall bind its successors.

SECTION 11.11.   Multiple Originals.  The parties may sign any number of copies of this Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.  One signed copy is enough to prove this Indenture.

SECTION 11.12.   Variable Provisions.  The Company initially appoints the Trustee as Paying Agent and Registrar and custodian with respect to any Global Notes.

SECTION 11.13.   Table of Contents; Headings.  The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

SECTION 11.14.   Waiver of Jury Trial.  EACH OF THE COMPANY, THE SUBSIDIARY GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.

SECTION 11.15.   Force Majeure.  In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

SECTION 11.16.   U.S.A. Patriot Act.  The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee.  The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the U.S.A. Patriot Act.

54

IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first written above.

RELIANCE STEEL & ALUMINUM CO.
By:	/s/ David H. Hannah
	Name:	David H. Hannah
	Title:	Chairman and Chief Executive Officer
By:	/s/ Karla R. Lewis
	Name:	Karla R. Lewis
	Title:	Executive Vice President and Chief Financial Officer

[Signature Page to Reliance Steel & Aluminum Co. Indenture]

IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first written above.

SUBSIDIARY GUARANTORS
ALLEGHENY STEEL DISTRIBUTORS, INC.,
AMI METALS, INC.,
DURRETT SHEPPARD STEEL CO., INC.,
PRECISION STRIP, INC., AND
TOMA METALS, INC.
By:	/s/ David H. Hannah
	Name:	David H. Hannah
	Title:	Chief Executive Officer
By:	/s/ Karla R. Lewis
	Name:	Karla R. Lewis
	Title:	Vice President and Secretary
ALUMINUM AND STAINLESS, INC.,
CLAYTON METALS, INC.,
CONTINENTAL ALLOYS & SERVICES (DELAWARE) LLC,
CONTINENTAL ALLOYS & SERVICES INC.,
DELTA STEEL, INC.,
DIAMOND MANUFACTURING COMPANY,
EARLE M. JORGENSEN COMPANY,
FERALLOY CORPORATION,
GH METAL SOLUTIONS, INC.,
INFRA-METALS CO.,
LBT, INC.,
MCKEY PERFORATED PRODUCTS CO., INC.,
MCKEY PERFORATING CO., INC.,
METALS SUPPLY COMPANY, LTD.,
PRECISION FLAMECUTTING AND STEEL, INC.,
SMITH PIPE & STEEL COMPANY,
SUGAR STEEL CORPORATION, AND
YARDE METALS, INC.
By:	/s/ David H. Hannah
	Name:	David H. Hannah
	Title:	Vice President
By:	/s/ Karla R. Lewis
	Name:	Karla R. Lewis
	Title:	Vice President and Secretary

[Signature Page to Reliance Steel & Aluminum Co. Indenture]

AMERICAN METALS CORPORATION DBA AMERICAN STEEL,
CHAPEL STEEL CORP., AND
CHATHAM STEEL CORPORATION
By:	/s/ David H. Hannah
	Name:	David H. Hannah
	Title:	Chairman
By:	/s/ Karla R. Lewis
	Name:	Karla R. Lewis
	Title:	Vice President and Secretary
CCC STEEL, INC.,
LIEBOVICH BROS., INC.,
PHOENIX CORPORATION DBA PHOENIX METALS COMPANY,
SERVICE STEEL AEROSPACE CORP., AND
SISKIN STEEL & SUPPLY COMPANY, INC.
By:	/s/ David H. Hannah
	Name:	David H. Hannah
	Title:	Chairman and Chief Executive Officer
By:	/s/ Karla R. Lewis
	Name:	Karla R. Lewis
	Title:	Vice President and Secretary
CREST STEEL CORPORATION, AND
PACIFIC METAL COMPANY
By:	/s/ David H. Hannah
	Name:	David H. Hannah
	Title:	Chairman and Vice President
By:	/s/ Karla R. Lewis
	Name:	Karla R. Lewis
	Title:	Vice President and Secretary

[Signature Page to Reliance Steel & Aluminum Co. Indenture]

NATIONAL SPECIALTY ALLOYS, INC.
By:	/s/ David H. Hannah
	Name:	David H. Hannah
	Title:	Vice President
By:	/s/ Karla R. Lewis
	Name:	Karla R. Lewis
	Title:	Vice President, Finance and Secretary
PDM STEEL SERVICE CENTERS, INC.
By:	/s/ David H. Hannah
	Name:	David H. Hannah
	Title:	Chairman of the Board and Chief Executive Officer
By:	/s/ Karla R. Lewis
	Name:	Karla R. Lewis
	Title:	Vice President and Secretary
PRECISION STRIP TRANSPORT, INC.
By:	/s/ Karla R. Lewis
	Name:	Karla R. Lewis
	Title:	Vice President and Secretary
SUNBELT STEEL TEXAS, INC.
By:	/s/ David H. Hannah
	Name:	David H. Hannah
	Title:	Vice President
By:	/s/ Karla R. Lewis
	Name:	Karla R. Lewis
	Title:	Chief Financial Officer, Vice President
		and Secretary
VIKING MATERIALS, INC.
By:	/s/ Karla R. Lewis
	Name:	Karla R. Lewis
	Title:	Vice President and Secretary

[Signature Page to Reliance Steel & Aluminum Co. Indenture]

IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first written above.

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:	/s/ Michael Tu
	Name:	Michael Tu
	Title:	Assistant Vice President

[Signature Page to Reliance Steel & Aluminum Co. Indenture]

EXHIBIT A

[FORM OF FACE OF NOTE]

RELIANCE STEEL & ALUMINUM CO.

           % SENIOR NOTES DUE           

No.	Principal Amount $
	[(subject to adjustment as reflected in the Schedule of Increases and Decreases in Global Note attached hereto)]*
	CUSIP NO.
	ISIN NO.

Reliance Steel & Aluminum Co., a California corporation, for value received, promises to pay to                               , or registered assigns, the principal sum of                            Dollars [(subject to adjustment as reflected in the Schedule of Increases and Decreases in Global Note attached hereto)]* on                     , 20    .

Interest Payment Dates:                      and                      of each year, commencing on [                    ] [first interest payment date relating to any Additional Notes].

Record Dates:                      and                      of each year.

Additional provisions of this Note are set forth on the other side of this Note.

* To be inserted if a Global Note.

A-1

IN WITNESS WHEREOF, RELIANCE STEEL & ALUMINUM CO. has caused this Note to be duly executed.

Dated:                         ,

RELIANCE STEEL & ALUMINUM CO.
By
	Name:
	Title:

TRUSTEE’S CERTIFICATE OF
AUTHENTICATION

This is one of the Notes referred
to in the within-mentioned Indenture.

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee

By
	Authorized Signatory

Dated:                         ,

A-2

[FORM OF REVERSE SIDE OF NOTE]

[Reverse of Note]

          % Senior Notes due           

1.Interest

Reliance Steel & Aluminum Co., a California corporation (together with its successors and assigns under the Indenture hereinafter referred to, being herein called the “Company”), promises to pay interest on the principal amount of this Note at the rate of           % per annum.

The Company shall pay interest semiannually on                      and                      of each year (each such date, an “Interest Payment Date”), commencing on                     , 20    .  Interest on the Notes shall accrue from [                    , 20    ] [date of issuance of any Notes], or from the most recent date to which interest has been paid on the Notes.  Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months.

2.Method of Payment

By no later than 11:00 a.m. (New York City time) on the date on which any principal of or interest on any Note is due and payable, the Company shall irrevocably deposit with the Trustee or the Paying Agent money sufficient to pay such principal and/or interest.  The Company shall pay interest (except defaulted interest) to the Persons who are registered Holders of Notes at the close of business on the [                  ] or [                  ] immediately preceding the Interest Payment Date even if Notes are cancelled, repurchased or redeemed after the record date and on or before the Interest Payment Date.  Holders must surrender Notes to a Paying Agent to collect principal payments.  The Company shall pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts.  Payments in respect of Notes represented by a Global Note (including principal, premium, if any, and interest) shall be made by the transfer of immediately available funds to the accounts specified by The Depository Trust Company.  The Company may make all payments in respect of a Definitive Note (including principal, premium, if any, and interest) by mailing a check to the registered address of each Holder thereof or by wire transfer to an account located in the United States maintained by the payee.

3.Paying Agent and Registrar

Wells Fargo Bank, National Association, a national banking association (the “Trustee”), shall initially act as Paying Agent and Registrar.  The Company may appoint and change any Paying Agent or Registrar without notice to any Noteholder.  The Company or any of its domestically organized wholly-owned Subsidiaries may act as Paying Agent.

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4.Indenture

The Company issued the Notes under an Indenture dated as of                     , 20     (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Subsidiary 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 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”).  Terms used herein and not defined herein have the meanings ascribed thereto in the Indenture.  The Notes are subject to all such terms, and Noteholders are referred to the Indenture and the Trust Indenture Act for a statement of those 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 Notes are senior unsecured obligations of the Company.  The Note is one of the Notes referred to in the Indenture.  The Notes of this series include the Notes of this series issued on the Issue Date and any Additional Notes of this series issued in accordance with Section 2.14 of the Indenture.  The Notes of this series and any Additional Notes of this series are treated as a single class of securities under the Indenture.  The Indenture imposes certain limitations on the ability of the Company and its Subsidiaries to create liens, enter into sale and leaseback transactions and enter into mergers and consolidations.

The Notes are guaranteed to the extent provided in the Indenture.

5.Change of Control Repurchase Event

Upon the occurrence of a Change of Control Repurchase Event, the Company will be required to make an offer to each Holder to repurchase all or any part (in excess of $2,000 and in integral multiples of $1,000) of such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase plus accrued and unpaid interest to, but not including, the date of purchase, in accordance with the terms contemplated in Section 4.4 of the Indenture.

6.Redemption

[The Notes shall be redeemable, in whole or in part, at any time and from time to time, at the option of the Company, at a redemption price equal to the greater of (1) 100% of the principal amount of such Notes and (2) the sum of the present values of the Remaining Scheduled Payments of principal and interest thereon (exclusive of interest accrued to, but not including, the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year comprised of twelve 30-day months) at the Treasury Rate plus [    ]% ([    ] basis points), plus accrued and unpaid interest thereon to, but not including, the Redemption Date; provided that if the Company redeems any Notes on or after                     , 20     (three months prior to the stated maturity date of the Notes), the redemption price for those Notes will equal 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date.]

“Comparable Treasury Issue” means the U.S. Treasury security selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the

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remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes.

“Comparable Treasury Price” means, with respect to any Redemption Date, (1) the arithmetic average of the Reference Treasury Dealer Quotations for such Redemption Date after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Company obtains fewer than four Reference Treasury Dealer Quotations, the arithmetic average of all Reference Treasury Dealer Quotations for such Redemption Date.

“Independent Investment Banker” means [                                              ] Incorporated or their respective successors as may be appointed from time to time by the Company; provided, however, that if any of the foregoing ceases to be a Primary Treasury Dealer, the Company will substitute another Primary Treasury Dealer.

“Reference Treasury Dealer” means [                                                     ] and [    ] other Primary Treasury Dealers selected by the Company, and each of their respective successors and any other Primary Treasury Dealers selected by the Company.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the arithmetic average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by such Reference Treasury Dealer as of 3:30 p.m., New York City time, on the third Business Day preceding such Redemption Date.

“Remaining Scheduled Payments” means, with respect to any Note to be redeemed, the remaining scheduled payments of the principal of and premium, if any, and interest on such Note that would be due after the related Redemption Date but for such redemption; provided, however, that, if such Redemption Date is not an Interest Payment Date with respect to such Note, the amount of the next scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such Redemption Date.

“Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the semiannual equivalent yield to maturity (computed as of the third Business Day immediately preceding that Redemption Date) of the Comparable Treasury Issue. In determining this rate, the Company will assume a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.

Except as set forth above and in Section 5 of the Notes, the Notes shall not be redeemable by the Company prior to maturity.

[The Notes shall not be entitled to the benefit of any sinking fund.]

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7.[Notice of Redemption

At least 30 days but not more than 60 days before a date for redemption of Notes of this series, the Company shall mail (or, at the Company’s option in the case of Notes held in book-entry form, send by electronic transmission) a notice of redemption by first-class mail to each Holder of Notes to be redeemed at its registered address.  Notes in denominations of principal amount larger than $2,000 may be redeemed in part but only in integral multiples of $1,000 in excess thereof.  If money sufficient to pay the redemption price of and accrued and unpaid interest on all Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent on or before 11:00 a.m. (New York City time) on the Redemption Date (or, if the Company or any of its Subsidiaries is the Paying Agent, such money is segregated and held in trust) and certain other conditions are satisfied, on and after such date interest shall cease to accrue on such Notes (or such portions thereof) called for redemption.]

8.Denominations; Transfer; Exchange

The Notes are in fully registered form without coupons in denominations of principal amount of $2,000 and integral multiples of $1,000 in excess thereof.  A Holder may register, transfer or exchange Notes in accordance with the Indenture.  The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture.  The Registrar need not register the transfer of or exchange any Notes selected for redemption (except, in the case of a Note to be redeemed in part, the portion of the Note not to be redeemed) for a period beginning 15 days before the mailing of a notice of redemption of Notes to be redeemed and ending on the date of such mailing.

9.Persons Deemed Owners

The registered holder of this Note shall be treated as the owner of it for all purposes.

10.Unclaimed Money

If money for the payment of principal or interest remains unclaimed for two years after the date of payment of principal and interest, the Trustee or Paying Agent shall pay the money back to the Company at its request.  After any such payment, Holders entitled to the money must look only to the Company and not to the Trustee for payment.

11.Defeasance

Subject to certain conditions set forth in the Indenture, the Company at any time may terminate some or all of its obligations under the Notes of this series and the Indenture as it relates to the Notes of this series if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal of and interest on the Notes to redemption or maturity, as the case may be.

12.Amendment, Waiver

Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended with the written consent of the Holders of at least a majority in principal

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amount of the outstanding Notes and (ii) any default or noncompliance with any provision of the Indenture or the Notes may be waived with the written consent of the Holders of a majority in principal amount of the outstanding Notes (including consents obtained in connection with a tender offer or exchange for Notes).  However, the Indenture requires the consent of each Noteholder that would be affected for certain specified amendments or modifications of the Indenture and the Notes.  Subject to certain exceptions set forth in the Indenture, without the consent of any Noteholder, the Company and the Trustee may amend the Indenture or the Notes, among other things, to cure any ambiguity, omission, defect or inconsistency, or to evidence the succession of another Person to the Company or any Subsidiary Guarantor and the assumption by any such Person of the obligations of the Company or such Subsidiary Guarantor in accordance with Article V of the Indenture, or to add any additional Events of Default, or to add to the covenants of the Company or surrender rights and powers conferred on the Company, or to add one or more guarantees for the benefit of the Holders of the Notes, or to evidence the release of any Subsidiary Guarantor from its guarantee of the Notes in accordance with the Indenture, or to add collateral security with respect to the Notes or any Guarantee, or to add or appoint a successor or separate trustee or other agent, or to provide for the issuance of Additional Notes, or to comply with any requirements in connection with qualifying the Indenture under the Trust Indenture Act, or to comply with the rules of any applicable securities depository, or to provide for uncertificated Notes in addition to or in place of certificated Notes, or to change any other provision if the change does not adversely affect the interests of any Noteholder.

13.Defaults and Remedies

Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Notes of this series; (ii) default in payment of principal on the Notes of this series at its stated maturity, upon optional redemption or otherwise; (iii) failure by the Company to repurchase Notes of this series tendered for repurchase following a Change of Control Repurchase Event, (iv) failure by the Company to comply with any covenant or agreement in the Indenture or the Notes, subject to notice and lapse of time; (v) failure to make any payment at maturity, including any applicable grace period, in respect of Indebtedness of the Company or any of its Subsidiaries (other than Indebtedness of the Company or of any of its Subsidiaries owing to the Company or any of its Subsidiaries) with an aggregate principal amount then outstanding in excess of $30,000,000, subject to certain conditions; (vi) default in respect of other Indebtedness of the Company or any of its Subsidiaries (other than Indebtedness of the Company or of any of its Subsidiaries owing to the Company or any of its Subsidiaries) in an amount in excess of $30,000,000, which results in the acceleration of such Indebtedness, subject to certain conditions; (vii) certain events of bankruptcy or insolvency involving the Company or any Subsidiary Guarantor; and (viii) the Guarantee of any Subsidiary Guarantor ceases to be in full force an effect during its term or any Subsidiary Guarantor denies or disaffirms in writing its obligations under the Indenture or its Guarantee, other than in connection with the termination of such Guarantee pursuant to the provisions of the Indenture.

If an Event of Default occurs and is continuing with respect to Notes of this series, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes of this series may declare all the Notes of this series to be due and payable immediately.  Certain events of bankruptcy or insolvency involving the Company are Events of Default which will

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result in the Notes of this series being due and payable immediately upon the occurrence of such Events of Default.

Noteholders may not enforce the Indenture or the Notes except as provided in the Indenture.  The Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity or security satisfactory to it.  Subject to certain limitations, Holders of a majority in principal amount of the Notes of this series may direct the Trustee in its exercise of any trust or power.  The Trustee may withhold from Noteholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it in good faith determines that withholding notice is not opposed to their interest.

14.Trustee Dealings with the Company

Subject to certain limitations set forth in the Indenture, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Company and may otherwise deal with the Company with the same rights it would have if it were not Trustee.

15.No Recourse Against Others

A director, officer, employee or stockholder (other than the Company), as such, of the Company shall not have any liability for any obligations of the Company under the Notes or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation.  By accepting a Note, each Noteholder waives and releases all such liability.  The waiver and release are part of the consideration for the issue of the Notes.

16.Authentication

This Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent acting on its behalf) manually signs the certificate of authentication on the other side of this Note.

17.Abbreviations

Customary abbreviations may be used in the name of a Noteholder or an assignee, such as TEN COM (tenants in common), TEN ENT (tenants by the entirety), JT TEN (joint tenants with rights of survivorship and not as tenants in common), CUST (custodian) and U/G/M/A (Uniform Gift to Minors Act).

18.CUSIP and ISIN Numbers

The Company has caused CUSIP and ISIN numbers and/or other similar numbers to be printed on the Notes and has directed the Trustee to use CUSIP and ISIN numbers and/or other similar numbers in notices of redemption as a convenience to Noteholders.  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.

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19.Governing Law

This Note shall be governed by, and construed in accordance with, the laws of the State of New York.

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ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

(Print or type assignee’s name, address and zip code)

(Insert assignee’s Social Security or Tax I.D. No.)

and irrevocably appoint               as agent to transfer this Note on the books of the Company.  The agent may substitute another to act for him.

Date: Your Signature:

Signature Guarantee:

(Signature must be guaranteed by a participant in a recognized Signature

Guarantee Medallion Program or other signature guarantor program reasonably

acceptable to the Trustee)

Sign exactly as your name appears on the other side of this Note.

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[TO BE ATTACHED IF A GLOBAL NOTE]

SCHEDULE OF INCREASES AND DECREASES IN GLOBAL NOTE

The following increases and decreases in this Global Note have been made:

Date of
Decrease or
Increase Amount of decrease in Principal
Amount of this Global Note Amount of increase in Principal
Amount of this Global Note Principal Amount of this Global
Note following such decrease or
increase Signature of authorized
signatory of Trustee or
Securities Custodian

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EXHIBIT B

INCUMBENCY CERTIFICATE

The undersigned officer, the                              (the “Company”), hereby certifies that the following-named individuals are duly elected, qualified, and acting officers of the [Company][Companies], and hold the offices set forth opposite their respective names as of the date hereof, and the signatures appearing in the far right column opposite the respective names and titles of said officers are their true and authentic signatures and such individuals have the authority to execute documents to be delivered to, or upon the request of, Wells Fargo Bank, National Association, as Trustee under the Indenture dated as of                         , 20    , among the Company, the Subsidiary Guarantors named therein and Wells Fargo Bank, National Association, as Trustee:

Name Title Specimen Signature

IN WITNESS WHEREOF, I have duly executed this certificate as of                         , 20    .

Name:

Title:

I,                       , do hereby certify that I am a duly elected, qualified and acting Director of the above named Companies, and that the signature subscribed to the foregoing certificate purporting to be the signature of                       is the genuine signature of said person and that said                            is the duly elected, qualified and acting Secretary of the Companies.

Director as aforesaid

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EX-4.2

Exhibit 4.2

RELIANCE STEEL & ALUMINUM CO.,

as Issuer

the Subsidiary Guarantors from time to time parties hereto,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee

FIRST SUPPLEMENTAL INDENTURE

Dated as of April 12, 2013

TABLE OF CONTENTS

	Page
ARTICLE I Definitions and Incorporation by Reference	2
SECTION 1.1.   Provisions of the Base Indenture	2
SECTION 1.2.   Definitions	2
SECTION 1.3.   Other Definitions	4
ARTICLE II The Notes	4
SECTION 2.1.   Designation and Principal Amount	4
SECTION 2.2.   Stated Maturity	5
SECTION 2.3.   Interest	5
SECTION 2.4.   Form, Dating, Title and Terms	5
ARTICLE III Optional Redemption	6
SECTION 3.1.   Optional Redemption by the Company	6
ARTICLE IV Special Mandatory Redemption	7
SECTION 4.1.   Mandatory Redemption by the Company	7
SECTION 4.2.   Notices to Trustee	7
SECTION 4.3.   Notice of Mandatory Redemption	7
SECTION 4.4.   Effect of Notice of Mandatory Redemption	8
SECTION 4.5.   Deposit of Redemption Price	8
ARTICLE V Repurchase	9
SECTION 5.1.   Change of Control Repurchase Event	9
ARTICLE VI Defeasance	9
SECTION 6.1.   Defeasance by the Company	9
ARTICLE VII Miscellaneous	9
SECTION 7.1.   Trust Indenture Act Controls	9
SECTION 7.2.   Priority of First Supplemental Indenture	9
SECTION 7.3.   Governing Law	9
SECTION 7.4.   Successors	9
SECTION 7.5.   Multiple Originals	9
SECTION 7.6.   Variable Provisions	10
SECTION 7.7.   Table of Contents; Headings	10
SECTION 7.8.   Waiver of Jury Trial	10
SECTION 7.9.   Force Majeure	10

SECTION 7.10.   U.S.A. Patriot Act	10
Exhibit A – Form of Note

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FIRST SUPPLEMENTAL INDENTURE, dated as of April 12, 2013 (this “Supplemental Indenture”), among RELIANCE STEEL & ALUMINUM CO., a California corporation (the “Company”), the Subsidiary Guarantors from time to time parties hereto under the Indenture and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Trustee (the “Trustee”).

RECITALS OF THE COMPANY AND SUBSIDIARY GUARANTORS

WHEREAS, the Company and the Subsidiary Guarantors have heretofore executed and delivered to the Trustee an Indenture, dated as of April 12, 2013 (the “Base Indenture” and, together with this Supplemental Indenture, the “Indenture”), among the Company, the Subsidiary Guarantors from time to time parties thereto and the Trustee, providing for the issuance from time to time of the Company’s unsecured senior debt securities in one or more series (the “Securities”) and providing the terms and conditions upon which the Securities are to be authenticated, issued and delivered; and

WHEREAS, Section 2.1 of the Base Indenture provides for the Company, the Subsidiary Guarantors and the Trustee to enter into an indenture supplemental to the Base Indenture to establish the form or terms of Securities of any series as permitted therein; and

WHEREAS, pursuant to Section 2.1 of the Base Indenture, as supplemented by this Supplemental Indenture, the Company desires to provide for the issuance of a new series of Securities to be known as its 4.500% Senior Notes due 2023 (the “Notes”), which are to be initially limited in aggregate principal amount as specified in this Supplemental Indenture and the terms, conditions and provisions of which are to be as specified in this Supplemental Indenture; and

WHEREAS, the Company and the Subsidiary Guarantors have duly authorized the execution and delivery of this Supplemental Indenture to establish the Notes as a series of Securities under the Base Indenture and to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered; and

WHEREAS, all things necessary to make the Notes, when executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Company, and to make this Supplemental Indenture a valid agreement of the Company, in accordance with its terms, have been done; and

WHEREAS, all things necessary to make the Guarantees of the Notes, when duly issued by the Subsidiary Guarantors, the valid obligations of the Subsidiary Guarantors, and to make this Supplemental Indenture a valid agreement of the Subsidiary Guarantors, in accordance with its terms, have been done.

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Notes, as follows:

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1.   Provisions of the Base Indenture.  Except as otherwise expressly provided herein, all the definitions, provisions, terms and conditions of the Base Indenture shall remain in full force and effect with respect to the Notes.  The Base Indenture, as amended and supplemented by this Supplemental Indenture, is in all respects ratified and confirmed, and the Base Indenture and this Supplemental Indenture shall be read, taken and considered as one and the same instrument for all purposes.

Notwithstanding any other provision of this First Supplemental Indenture, all provisions of this First Supplemental Indenture are expressly and solely for the benefit of the holders of the Notes, and any such provisions shall not be deemed to apply to any other Securities issued under the Base Indenture and shall not be deemed to amend, modify or supplement the Base Indenture for any purpose other than with respect to the Notes.

SECTION 1.2.   Definitions.  For purposes of this Supplemental Indenture, except as otherwise expressly provided herein or unless the context otherwise requires:

(1)           Capitalized terms used in this Supplemental Indenture and not defined in this Supplemental Indenture have the meanings ascribed thereto in the Indenture;

(2)           the term “Notes” as defined in the Base Indenture and as used in any definition therein shall be deemed to include or refer to, as applicable, the Notes;

(3)           an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(4)           “including” means including without limitation;

(5)           words in the singular include the plural and words in the plural include the singular;

(6)           all references to Notes shall refer also to any Additional Notes issued in the form of Notes pursuant to Section 2.14 of the Base Indenture;

(7)           all references to the date the Notes were originally issued shall refer to the Issue Date or the date any Additional Notes were originally issued, as the case may be;

(8)           all references herein to particular Sections or Articles shall refer to this Supplemental Indenture unless otherwise so indicated; and

(9)           the following terms have the meanings given to them in this Section 1.2:

“Comparable Treasury Issue” means the U.S. Treasury security selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in

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accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes.

“Comparable Treasury Price” means, with respect to any Redemption Date, (1) the arithmetic average of the Reference Treasury Dealer Quotations for such Redemption Date after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Company obtains fewer than four Reference Treasury Dealer Quotations, the arithmetic average of all Reference Treasury Dealer Quotations for such Redemption Date.

“Existing Notes” means, the senior notes of the Company issued pursuant to the indenture dated as of November 30, 2006, by and among the Company, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as trustee, as each may be amended, supplemented or otherwise modified from time to time.

“Holder” means the Person in whose name a Note is registered on the security register books of the Registrar.

“Independent Investment Banker” means J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated or their respective successors as may be appointed from time to time by the Company; provided, however, that if any of the foregoing ceases to be a Primary Treasury Dealer, the Company will substitute another Primary Treasury Dealer.

“Issue Date” means the date on which the Notes are originally issued under this Supplemental Indenture.

“Merger” means the merger of RSAC Acquisition Corp. with and into Metals USA Holdings Corp. pursuant to the Merger Agreement.

“Merger Agreement” means the Agreement and Plan of Merger, dated as of February 6, 2013, by and among the Company, RSAC Acquisition Corp. and Metals USA Holdings Corp.

“Merger Termination Event” means either (1) the Merger Agreement is terminated or (2) the Company determines in its reasonable judgment that the Merger will not occur.

“Reference Treasury Dealer” means J.P. Morgan Securities LLC or Merrill Lynch, Pierce, Fenner & Smith Incorporated and two other Primary Treasury Dealers selected by the Company, and each of their respective successors and any other Primary Treasury Dealers selected by the Company.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the arithmetic average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by such Reference Treasury Dealer as of 3:30 p.m., New York City time, on the third Business Day preceding such Redemption Date.

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“Remaining Scheduled Payments” means, with respect to any Note to be redeemed, the remaining scheduled payments of the principal of and premium, if any, and interest on such Note that would be due after the related Redemption Date but for such redemption; provided, however, that, if such Redemption Date is not an Interest Payment Date with respect to such Note, the amount of the next scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such Redemption Date.

“Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity (computed as of the third Business Day immediately preceding that Redemption Date) of the Comparable Treasury Issue. In determining this rate, the Company will assume a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.

SECTION 1.3.   Other Definitions.

Term	Defined in Section
“Additional Notes”	Section 2.1
“Base Indenture”	Recitals
“Company”	Preamble
“Global Notes”	Section 2.4
“Indenture”	Recitals
“Interest Payment Date”	Recitals
“Mandatory Redemption Date”	Section 4.3
“Mandatory Redemption Trigger Date”	Section 4.1
“Notes”	Section 2.3
“Supplemental Indenture”	Preamble
“Trustee”	Preamble

ARTICLE II

THE NOTES

SECTION 2.1.   Designation and Principal Amount.  The Notes are hereby authorized and are designated the “4.500% Senior Notes due 2023”, in an initial aggregate principal amount of $500,000,000, which amount shall be specified in an Authentication Order for the authentication and delivery of Notes pursuant to Article II of the Base Indenture.  In addition, the Company shall be entitled to issue, from time to time, without the consent of the Holders, additional Notes (“Additional Notes”), which shall have identical terms as the Notes issued on the Issue Date (in each case, other than with respect to the date of issuance, issue price and amount of interest payable on the first payment date applicable thereto), as the case may be, in an unlimited aggregate principal amount, which Additional Notes shall be consolidated and form a single series with the Notes previously issued; provided that if any Additional Notes are not fungible with the Notes issued on the Issue Date for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP number.  At any time and from time to time, the

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Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder.

All Notes issued on the Issue Date and Additional Notes, if any, will be treated as a single class for all purposes of this Indenture, including waivers, amendments, redemptions and offers to purchase.

SECTION 2.2.   Stated Maturity.  The Stated Maturity of the Notes shall be April 15, 2023.

SECTION 2.3.   Interest.  The Notes shall bear interest at the rate of 4.500% per annum from April 12, 2013 or from the most recent Interest Payment Date to which interest has been paid on the Notes.  Interest shall be payable semiannually on April 15 and October 15 of each year (each such date, an “Interest Payment Date”), commencing on October 15, 2013, to the Holders in whose names the Notes are registered at the close of business on the regular record date immediately preceding the related Interest Payment Date.  Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months.

SECTION 2.4.   Form, Dating, Title and Terms.  (a)  The Notes shall be substantially in the form attached as Exhibit A, in each case with such appropriate provisions as are required or permitted by this Supplemental Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with applicable laws or the rules of any securities exchange or DTC or as may, consistently herewith, be determined by the Officers executing such Notes, as evidenced by their execution thereof.

The Trustee’s certificate of authentication shall be substantially in the form set forth in Article II of the Base Indenture.

The definitive Notes shall be printed, lithographed or engraved on a steel engraved border or on steel engraved borders or produced by any combination of these methods, if required by any securities exchange on which the Notes may be listed, or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

The Notes shall be issued on the Issue Date in the form of a permanent global Note (each, a “Global Note” and, collectively, the “Global Notes”), deposited with the Trustee, as custodian for DTC, duly executed by the Company, authenticated by the Trustee as provided in Article II of the Base Indenture and dated the date of their authentication.  Each Global Note may be represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate.  The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided.

The principal of and interest on the Notes shall be payable at the office or agency of the Company maintained for such purpose in Minneapolis, Minnesota, or at such other office

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or agency of the Company as may be maintained for such purpose pursuant to Section 2.3 of the Base Indenture; provided, however, that at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) upon request of any Holder of at least $1,000,000 principal amount of Notes, wire transfer to an account located in the United States maintained by the payee.  Payments in respect of Notes represented by a Global Note (including principal, premium, if any, and interest) shall be made by wire transfer of immediately available funds to the accounts specified by DTC.

(b)           Denominations.  The Notes shall be issuable only in fully registered form, without coupons, and only in denominations of $2,000 and any integral multiple of $1,000 in excess thereof.

(c)           Legend for Global Notes.  The Global Notes shall bear the legend set forth in Section 2.1(c) of the Base Indenture on the face thereof.

(d)           Registrar and Paying Agent; Transfer and Exchange.  The Notes shall be subject to the provisions set forth in Sections 2.3 and 2.6 of the Base Indenture governing (i) payment of principal, premium, if any, and interest on the Notes, (ii) registration of transfer or exchange and (iii) maintenance of an office or agency where Notes may be presented for payment.

ARTICLE III

OPTIONAL REDEMPTION

SECTION 3.1.   Optional Redemption by the Company.  (a) The Notes may be redeemed at the option of the Company on the terms and conditions set forth in Section 3.1(b), Article III of the Base Indenture and Section 6 of the Notes.

(b)           The Notes shall be redeemable, in whole or in part, at any time and from time to time, at the option of the Company, at a redemption price equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed and (2) the sum of the present values of the Remaining Scheduled Payments of principal and interest thereon (exclusive of interest accrued to, but not including, the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year comprised of twelve 30-day months) at the Treasury Rate plus 0.45% (45 basis points), plus accrued and unpaid interest thereon to, but not including, the Redemption Date; provided that if the Company redeems any Notes on or after January 15, 2023 (three months prior to the stated maturity date of the Notes), the redemption price for those Notes will equal 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date.

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ARTICLE IV

SPECIAL MANDATORY REDEMPTION

SECTION 4.1.   Mandatory Redemption by the Company.If (a) a Merger Termination Event occurs or (b) the Merger has not closed by 5:00 p.m. (New York City time) on December 15, 2013 (the earlier of such events, a “Mandatory Redemption Trigger Event”), the Company shall be required to redeem the Notes, in whole but not in part, at a redemption price equal to 101% of the aggregate principal amount of the Notes then outstanding, plus accrued and unpaid interest on the Notes to, but not including, the Mandatory Redemption Date in accordance with the terms and conditions set forth in this Article IV and Section 7 of the Notes.

SECTION 4.2.   Notices to Trustee.

If the Company is required to redeem the Notes pursuant to Section 4.1, it shall notify the Trustee in writing of the Mandatory Redemption Date and the principal amount of Notes to be redeemed.

The Company shall give the notice to the Trustee provided for in this Section 4.2 at least 15 days before the Redemption Date unless the Trustee consents to a shorter period.  Such notice shall be accompanied by an Officers’ Certificate from the Company to the effect that such redemption shall comply with the conditions in this Article IV.  The record date relating to such redemption shall be selected by the Company and set forth in the related notice given to the Trustee, which record date shall be not less than 15 days prior to the Mandatory Redemption Date.

SECTION 4.3.   Notice of Mandatory Redemption.  Within ten Business Days following a Mandatory Redemption Trigger Event, the Company shall mail (or, at the Company’s option in the case of Notes held in book-entry form, send by electronic transmission) a notice of mandatory redemption by first-class mail to each Holder of Notes to be redeemed at its registered address.

The notice shall identify the Notes to be redeemed and shall state:

(1)           the aggregate amount of Notes to be redeemed;

(2)           the date of mandatory redemption, which date shall be not more than 30 days from the mailing of the notice of mandatory redemption, or if such date is not a Business Day, the next Business Day thereafter (the “Mandatory Redemption Date”);

(3)           the redemption price (or the method of calculating such price) and the amount of accrued interest to be paid, if any;

(4)           the name and address of the Paying Agent;

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(5)           that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price plus accrued and unpaid interest, if any;

(6)           that, unless the Company defaults in making such redemption payment, interest on Notes (or portion thereof) called for redemption ceases to accrue on and after the Redemption Date;

(7)           the CUSIP number, or any similar number, if any, printed on the Notes being redeemed; and

(8)           that no representation is made as to the correctness or accuracy of the CUSIP number, or any similar number, if any, listed in such notice or printed on the Notes.

At the Company’s written request (which may be rescinded or revoked at any time prior to the time at which the Trustee shall have given such notice to the Holders), the Trustee shall give the notice of mandatory redemption in the name of the Company and at the Company’s expense (which notice shall be sent by electronic transmission in the case of Notes held in book-entry form).  In such event, the Company shall provide the Trustee with the information required by this Section 4.3 at least 5 Business Days prior to the date on which such notice must be sent to the Holders (unless the Trustee shall agree to a shorter period).  The notice, if mailed in the manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice.  In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Notes.

SECTION 4.4.   Effect of Notice of Mandatory Redemption.  Once notice of mandatory redemption is mailed in accordance with Section 4.3, the Notes shall become due and payable on the Mandatory Redemption Date and at the redemption price as stated in the notice.  Upon surrender to the Paying Agent on or after the Mandatory Redemption Date, such Notes shall be paid at the redemption price stated in the notice, plus accrued and unpaid interest to, but not including, the Redemption Date; provided that the Company shall have deposited the redemption price with the Paying Agent or the Trustee on or before 11:00 a.m. (New York City time) on the Mandatory Redemption Date; provided, further, that if the Mandatory Redemption Date is after a regular record date and on or prior to the Interest Payment Date, the accrued and unpaid interest shall be payable to the Noteholder of the redeemed Notes registered on the relevant record date.  Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder.

SECTION 4.5.   Deposit of Redemption Price.  By no later than 11:00 a.m. (New York City time) on the Mandatory Redemption Date, the Company shall deposit with the Paying Agent (or, if the Company or any of its Subsidiaries is the Paying Agent, shall segregate and hold in trust) an amount of money sufficient to pay the redemption price of and accrued and unpaid interest on all Notes to be redeemed on that date other than Notes or portions of Notes called for redemption that are owned by the Company or a Subsidiary and have been delivered by the Company or such Subsidiary to the Trustee for cancellation.  All money, if any, earned on funds held by the Paying Agent shall be remitted to the Company.  In addition, the Paying Agent

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shall promptly return to the Company any money deposited with the Paying Agent by the Company in excess of the amounts necessary to pay the redemption price of, and accrued interest, if any, on, all Notes to be redeemed.

Unless the Company defaults in the payment of such redemption price, interest on the Notes or portions of Notes to be redeemed shall cease to accrue on and after the applicable Redemption Date, whether or not such Notes are presented for payment.

ARTICLE V

REPURCHASE

SECTION 5.1.   Change of Control Repurchase Event.  Upon the occurrence of a Change of Control Repurchase Event, the Company shall be required to make a Change of Control Offer in accordance with the terms and conditions of Section 4.4 of the Base Indenture.

ARTICLE VI

DEFEASANCE

SECTION 6.1.   Defeasance by the Company.  The Notes shall be subject to defeasance at the option of the Company in accordance with the terms and conditions set forth in Article VIII of the Base Indenture.

ARTICLE VII

MISCELLANEOUS

SECTION 7.1.   Trust Indenture Act Controls.  If any provision of the Indenture limits, qualifies or conflicts with the duties imposed by, or with another provision included or that is required to be included in the Indenture by the Trust Indenture Act, the duty or provision required by the Trust Indenture Act shall control.

SECTION 7.2.   Priority of First Supplemental Indenture.  If any conflict arises between the terms of the Base Indenture and the terms of this Supplemental Indenture, the terms of this Supplemental Indenture shall be controlling and supersede such conflicting terms of the Base Indenture.

SECTION 7.3.   Governing Law.  The Indenture and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 7.4.   Successors.  All agreements of the Company in the Indenture and the Notes shall bind its successors and assigns.  All agreements of the Trustee in the Indenture shall bind its successors.

SECTION 7.5.   Multiple Originals.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.  One signed copy is enough to prove this Supplemental Indenture.

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The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes.  Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

SECTION 7.6.   Variable Provisions.  The Company initially appoints the Trustee as Paying Agent and Registrar and custodian with respect to any Global Notes.

SECTION 7.7.   Table of Contents; Headings.  The table of contents, cross-reference sheet and headings of the Articles and Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

SECTION 7.8.   Waiver of Jury Trial.  EACH OF THE COMPANY, THE SUBSIDIARY GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.

SECTION 7.9.   Force Majeure.  In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

SECTION 7.10.   U.S.A. Patriot Act.  The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee.  The parties to this Supplemental Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the U.S.A. Patriot Act.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed as of the date first written above.

RELIANCE STEEL & ALUMINUM CO.
By:	/s/ David H. Hannah
	Name:	David H. Hannah
	Title:	Chairman and Chief Executive Officer
By:	/s/ Karla R. Lewis
	Name:	Karla R. Lewis
	Title:	Executive Vice President and Chief Financial Officer

[Signature Page to Reliance Steel & Aluminum Co. Supplemental Indenture]

IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed as of the date first written above.

	SUBSIDIARY GUARANTORS
	ALLEGHENY STEEL DISTRIBUTORS, INC., AMI METALS, INC.,
	DURRETT SHEPPARD STEEL CO., INC.,
	PRECISION STRIP, INC., AND
	TOMA METALS, INC.
	By:	/s/ David H. Hannah
		Name:	David H. Hannah
		Title:	Chief Executive Officer
	By:	/s/ Karla R. Lewis
		Name:	Karla R. Lewis
		Title:	Vice President and Secretary
	ALUMINUM AND STAINLESS, INC.,
	CLAYTON METALS, INC.,
	CONTINENTAL ALLOYS & SERVICES (DELAWARE) LLC,
	CONTINENTAL ALLOYS & SERVICES INC.,
	DELTA STEEL, INC.,
	DIAMOND MANUFACTURING COMPANY,
	EARLE M. JORGENSEN COMPANY,
	FERALLOY CORPORATION,
	GH METAL SOLUTIONS, INC.,
	INFRA-METALS CO.,
	LBT, INC.,
	MCKEY PERFORATED PRODUCTS CO., INC.,
	MCKEY PERFORATING CO., INC.,
	METALS SUPPLY COMPANY, LTD.,
	PRECISION FLAMECUTTING AND STEEL, INC.,
	SMITH PIPE & STEEL COMPANY,
	SUGAR STEEL CORPORATION, AND
	YARDE METALS, INC.
	By:	/s/ David H. Hannah
		Name:	David H. Hannah
		Title:	Vice President
	By:	/s/ Karla R. Lewis
		Name:	Karla R. Lewis
		Title:	Vice President and Secretary
[Signature Page to Reliance Steel & Aluminum Co. Supplemental Indenture]

	AMERICAN METALS CORPORATION DBA AMERICAN STEEL,
	CHAPEL STEEL CORP., AND
	CHATHAM STEEL CORPORATION
	By:	/s/ David H. Hannah
		Name:	David H. Hannah
		Title:	Chairman
	By:	/s/ Karla R. Lewis
		Name:	Karla R. Lewis
		Title:	Vice President and Secretary
	CCC STEEL, INC.,
	LIEBOVICH BROS., INC.,
	PHOENIX CORPORATION DBA PHOENIX METALS COMPANY,
	SERVICE STEEL AEROSPACE CORP., AND
	SISKIN STEEL & SUPPLY COMPANY, INC.
	By:	/s/ David H. Hannah
		Name:	David H. Hannah
		Title:	Chairman and Chief Executive Officer
	By:	/s/ Karla R. Lewis
		Name:	Karla R. Lewis
		Title:	Vice President and Secretary
	CREST STEEL CORPORATION, AND
	PACIFIC METAL COMPANY
	By:	/s/ David H. Hannah
		Name:	David H. Hannah
		Title:	Chairman and Vice President
	By:	/s/ Karla R. Lewis
		Name:	Karla R. Lewis
		Title:	Vice President and Secretary
[Signature Page to Reliance Steel & Aluminum Co. Supplemental Indenture]

	NATIONAL SPECIALTY ALLOYS, INC.
	By:	/s/ David H. Hannah
		Name:	David H. Hannah
		Title:	Vice President
	By:	/s/ Karla R. Lewis
		Name:	Karla R. Lewis
		Title:	Vice President, Finance and Secretary
	PDM STEEL SERVICE CENTERS, INC.
	By:	/s/ David H. Hannah
		Name:	David H. Hannah
		Title:	Chairman of the Board and Chief Executive Officer
	By:	/s/ Karla R. Lewis
		Name:	Karla R. Lewis
		Title:	Vice President and Secretary
	PRECISION STRIP TRANSPORT, INC.
	By:	/s/ Karla R. Lewis
		Name:	Karla R. Lewis
		Title:	Vice President and Secretary
	SUNBELT STEEL TEXAS, INC.
	By:	/s/ David H. Hannah
		Name:	David H. Hannah
		Title:	Vice President
	By:	/s/ Karla R. Lewis
		Name:	Karla R. Lewis
		Title:	Chief Financial Officer, Vice President
			and Secretary
	VIKING MATERIALS, INC.
	By:	/s/ Karla R. Lewis
		Name:	Karla R. Lewis
		Title:	Vice President and Secretary
[Signature Page to Reliance Steel & Aluminum Co. Supplemental Indenture]

IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed as of the date first written above.

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:	/s/ Michael Tu
	Name: Michael Tu
	Title: Assistant Vice President

[Signature Page to Reliance Steel & Aluminum Co. Supplemental Indenture]

EXHIBIT A

[FORM OF FACE OF NOTE]

RELIANCE STEEL & ALUMINUM CO.

4.500% SENIOR NOTES DUE 2023

No.	Principal Amount $
	[(subject to adjustment as reflected in the Schedule of Increases and Decreases in Global Note attached hereto)]*
	CUSIP NO.	759509AE2
	ISIN NO.	US759509AE27

Reliance Steel & Aluminum Co., a California corporation, for value received, promises to pay to                               , or registered assigns, the principal sum of                            Dollars [(subject to adjustment as reflected in the Schedule of Increases and Decreases in Global Note attached hereto)]* on April 15, 2023.

Interest Payment Dates: April 15 and October 15 of each year, commencing on [October 15, 2013] [first interest payment date relating to any Additional Notes].

Record Dates: April 1 and October 1 of each year.

Additional provisions of this Note are set forth on the other side of this Note.

* To be inserted if a Global Note.

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IN WITNESS WHEREOF, RELIANCE STEEL & ALUMINUM CO. has caused this Note to be duly executed.

Dated:                         ,

RELIANCE STEEL & ALUMINUM CO.
By
	Name:
	Title:

TRUSTEE’S CERTIFICATE OF
AUTHENTICATION

This is one of the Notes referred
to in the within-mentioned Indenture.

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee

By
	Authorized Signatory

Dated:                         ,

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[FORM OF REVERSE SIDE OF NOTE]

[Reverse of Note]

4.500% Senior Notes due 2023

1.Interest

Reliance Steel & Aluminum Co., a California corporation (together with its successors and assigns under the Indenture hereinafter referred to, being herein called the “Company”), promises to pay interest on the principal amount of this Note at the rate of 4.500% per annum.

The Company shall pay interest semiannually on April 15 and October 15 of each year (each such date, an “Interest Payment Date”), commencing on October 15, 2013.  Interest on the Notes shall accrue from [April 12, 2013] [date of issuance of any Notes], or from the most recent date to which interest has been paid on the Notes.  Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months.

2.Method of Payment

By no later than 11:00 a.m. (New York City time) on the date on which any principal of or interest on any Note is due and payable, the Company shall irrevocably deposit with the Trustee or the Paying Agent money sufficient to pay such principal and/or interest.  The Company shall pay interest (except defaulted interest) to the Persons who are registered Holders of Notes at the close of business on the April 1 or October 1 immediately preceding the Interest Payment Date even if Notes are cancelled, repurchased or redeemed after the record date and on or before the Interest Payment Date.  Holders must surrender Notes to a Paying Agent to collect principal payments.  The Company shall pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts.  Payments in respect of Notes represented by a Global Note (including principal, premium, if any, and interest) shall be made by the transfer of immediately available funds to the accounts specified by The Depository Trust Company.  The Company may make all payments in respect of a Definitive Note (including principal, premium, if any, and interest) by mailing a check to the registered address of each Holder thereof or by wire transfer to an account located in the United States maintained by the payee.

3.Paying Agent and Registrar

Wells Fargo Bank, National Association, a national banking association (the “Trustee”), shall initially act as Paying Agent and Registrar.  The Company may appoint and change any Paying Agent or Registrar without notice to any Noteholder.  The Company or any of its domestically organized wholly-owned Subsidiaries may act as Paying Agent.

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4.Indenture

The Company issued the Notes under an Indenture dated as of April 12, 2013 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Base Indenture”), as supplemented by the First Supplemental Indenture dated as of April 12, 2013 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, the Subsidiary 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 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”).  Terms used herein and not defined herein have the meanings ascribed thereto in the Indenture.  The Notes are subject to all such terms, and Noteholders are referred to the Indenture and the Trust Indenture Act for a statement of those 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 Notes are senior unsecured obligations of the Company.  The Note is one of the Notes referred to in the Supplemental Indenture.  The Notes of this series include the Notes of this series issued on the Issue Date and any Additional Notes of this series issued in accordance with Section 2.14 of the Base Indenture.  The Notes of this series and any Additional Notes of this series are treated as a single class of securities under the Indenture.  The Indenture imposes certain limitations on the ability of the Company and its Subsidiaries to create liens, enter into sale and leaseback transactions and enter into mergers and consolidations.

The Notes are guaranteed to the extent provided in the Indenture.

5.Change of Control Repurchase Event

Upon the occurrence of a Change of Control Repurchase Event, the Company will be required to make an offer to each Holder to repurchase all or any part (in excess of $2,000 and in integral multiples of $1,000) of such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase plus accrued and unpaid interest to, but not including, the date of purchase, in accordance with the terms contemplated in Section 4.4 of the Base Indenture.

6.Optional Redemption

The Notes shall be redeemable, in whole or in part, at any time and from time to time, at the option of the Company, at a redemption price equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed and (2) the sum of the present values of the Remaining Scheduled Payments of principal and interest thereon (exclusive of interest accrued to, but not including, the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year comprised of twelve 30-day months) at the Treasury Rate plus 0.45% (45 basis points), plus accrued and unpaid interest thereon to, but not including, the Redemption Date; provided that if the Company redeems any Notes on or after January 15, 2023 (three months prior to the stated maturity date of the Notes), the redemption price for those Notes

A-4

will equal 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date.

“Comparable Treasury Issue” means the U.S. Treasury security selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes.

“Comparable Treasury Price” means, with respect to any Redemption Date, (1) the arithmetic average of the Reference Treasury Dealer Quotations for such Redemption Date after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Company obtains fewer than four Reference Treasury Dealer Quotations, the arithmetic average of all Reference Treasury Dealer Quotations for such Redemption Date.

“Independent Investment Banker” means J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated or their respective successors as may be appointed from time to time by the Company; provided, however, that if any of the foregoing ceases to be a Primary Treasury Dealer, the Company will substitute another Primary Treasury Dealer.

“Reference Treasury Dealer” means J.P. Morgan Securities LLC or Merrill Lynch, Pierce, Fenner & Smith Incorporated and two other Primary Treasury Dealers selected by the Company, and each of their respective successors and any other Primary Treasury Dealers selected by the Company.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the arithmetic average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by such Reference Treasury Dealer as of 3:30 p.m., New York City time, on the third Business Day preceding such Redemption Date.

“Remaining Scheduled Payments” means, with respect to any Note to be redeemed, the remaining scheduled payments of the principal of and premium, if any, and interest on such Note that would be due after the related Redemption Date but for such redemption; provided, however, that, if such Redemption Date is not an Interest Payment Date with respect to such Note, the amount of the next scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such Redemption Date.

“Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity (computed as of the third Business Day immediately preceding that Redemption Date) of the Comparable Treasury Issue. In determining this rate, the Company will assume a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.

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7.Special Mandatory Redemption

If (a) a Merger Termination Event occurs or (b) the Merger has not closed by 5:00 p.m. (New York City time) on December 15, 2013 (the earlier of such events, a “Mandatory Redemption Trigger Event”), the Company shall be required to redeem the Notes, in whole but not in part, at a redemption price equal to 101% of the aggregate principal amount of the Notes then outstanding, plus accrued and unpaid interest on the Notes to, but not including, the Mandatory Redemption Date in accordance with the terms and conditions set forth in Article IV of the Supplemental Indenture and this Section 7.

“Mandatory Redemption Date” means the date of mandatory redemption, as provided in Section 4.3 of the Supplemental Indenture.

“Merger” means the merger of RSAC Acquisition Corp. with and into Metals USA Holdings Corp. pursuant to the Merger Agreement.

“Merger Agreement” means the Agreement and Plan of Merger, dated as of February 6, 2013, by and among the Company, RSAC Acquisition Corp. and Metals USA Holdings Corp.

“Merger Termination Event” means either (1) the Merger Agreement is terminated or (2) the Company determines in its reasonable judgment that the Merger will not occur.

Except as set forth in Section 5, Section 6 and this Section 7 of the Notes, the Notes shall not be redeemable by the Company prior to maturity.

The Notes shall not be entitled to the benefit of any sinking fund.

8.Notice of Redemption

At least 30 days but not more than 60 days before a date for optional redemption of Notes by the Company pursuant to Article III of the Supplemental Indenture, and within ten Business Days following a Mandatory Redemption Trigger Event, in the case of mandatory redemption by the Company pursuant to Article IV of the Supplemental Indenture, the Company shall mail (or, at the Company’s option in the case of Notes held in book-entry form, send by electronic transmission) a notice of redemption by first-class mail to each Holder of Notes to be redeemed at its registered address.  In the case of optional redemption by the Company, notes in denominations of principal amount larger than $2,000 may be redeemed in part but only in integral multiples of $1,000 in excess thereof.  If money sufficient to pay the redemption price of and accrued and unpaid interest on all Notes (or portions thereof, if applicable) to be redeemed on the date of redemption is deposited with the Paying Agent on or before 11:00 a.m. (New York City time) on such redemption date (or, if the Company or any of its Subsidiaries is the Paying Agent, such money is segregated and held in trust) and certain other conditions are satisfied, on and after such date interest shall cease to accrue on such Notes (or such portions thereof) called for redemption.

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9.Denominations; Transfer; Exchange

The Notes are in fully registered form without coupons in denominations of principal amount of $2,000 and integral multiples of $1,000 in excess thereof.  A Holder may register, transfer or exchange Notes in accordance with the Indenture.  The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture.  The Registrar need not register the transfer of or exchange any Notes selected for redemption (except, in the case of a Note to be redeemed in part, the portion of the Note not to be redeemed) for a period beginning 15 days before the mailing of a notice of redemption of Notes to be redeemed and ending on the date of such mailing.

10.Persons Deemed Owners

The registered holder of this Note shall be treated as the owner of it for all purposes.

11.Unclaimed Money

If money for the payment of principal or interest remains unclaimed for two years after the date of payment of principal and interest, the Trustee or Paying Agent shall pay the money back to the Company at its request.  After any such payment, Holders entitled to the money must look only to the Company and not to the Trustee for payment.

12.Defeasance

Subject to certain conditions set forth in the Indenture, the Company at any time may terminate some or all of its obligations under the Notes of this series and the Indenture as it relates to the Notes of this series if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal of and interest on the Notes to redemption or maturity, as the case may be.

13.Amendment, Waiver

Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended with the written consent of the Holders of at least a majority in principal amount of the outstanding Notes and (ii) any default or noncompliance with any provision of the Indenture or the Notes may be waived with the written consent of the Holders of a majority in principal amount of the outstanding Notes (including consents obtained in connection with a tender offer or exchange for Notes).  However, the Indenture requires the consent of each Noteholder that would be affected for certain specified amendments or modifications of the Indenture and the Notes.  Subject to certain exceptions set forth in the Indenture, without the consent of any Noteholder, the Company and the Trustee may amend the Indenture or the Notes, among other things, to cure any ambiguity, omission, defect or inconsistency, or to evidence the succession of another Person to the Company or any Subsidiary Guarantor and the assumption by any such Person of the obligations of the Company or such Subsidiary Guarantor in accordance with Article V of the Indenture, or to add any additional Events of Default, or to add to the covenants of the Company or surrender rights and powers conferred on the Company, or to add one or more guarantees for the benefit of the Holders of the Notes, or to evidence the release of any Subsidiary Guarantor from its guarantee of the Notes in accordance with the Indenture, or

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to add collateral security with respect to the Notes or any Guarantee, or to add or appoint a successor or separate trustee or other agent, or to provide for the issuance of Additional Notes, or to comply with any requirements in connection with qualifying the Indenture under the Trust Indenture Act, or to comply with the rules of any applicable securities depository, or to provide for uncertificated Notes in addition to or in place of certificated Notes, or to change any other provision if the change does not adversely affect the interests of any Noteholder.

14.Defaults and Remedies

Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Notes of this series; (ii) default in payment of principal on the Notes of this series at its stated maturity, upon optional redemption or otherwise; (iii) failure by the Company to repurchase Notes of this series tendered for repurchase following a Change of Control Repurchase Event, (iv) failure by the Company to comply with any covenant or agreement in the Indenture or the Notes, subject to notice and lapse of time; (v) failure to make any payment at maturity, including any applicable grace period, in respect of Indebtedness of the Company or any of its Subsidiaries (other than Indebtedness of the Company or of any of its Subsidiaries owing to the Company or any of its Subsidiaries) with an aggregate principal amount then outstanding in excess of $30,000,000, subject to certain conditions; (vi) default in respect of other Indebtedness of the Company or any of its Subsidiaries (other than Indebtedness of the Company or of any of its Subsidiaries owing to the Company or any of its Subsidiaries) in an amount in excess of $30,000,000, which results in the acceleration of such Indebtedness, subject to certain conditions; (vii) certain events of bankruptcy or insolvency involving the Company or any Subsidiary Guarantor; and (viii) the Guarantee of any Subsidiary Guarantor ceases to be in full force an effect during its term or any Subsidiary Guarantor denies or disaffirms in writing its obligations under the Indenture or its Guarantee, other than in connection with the termination of such Guarantee pursuant to the provisions of the Indenture.

If an Event of Default occurs and is continuing with respect to Notes of this series, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes of this series may declare all the Notes of this series to be due and payable immediately.  Certain events of bankruptcy or insolvency involving the Company are Events of Default which will result in the Notes of this series being due and payable immediately upon the occurrence of such Events of Default.

Noteholders may not enforce the Indenture or the Notes except as provided in the Indenture.  The Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity or security satisfactory to it.  Subject to certain limitations, Holders of a majority in principal amount of the Notes of this series may direct the Trustee in its exercise of any trust or power.  The Trustee may withhold from Noteholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it in good faith determines that withholding notice is not opposed to their interest.

15.Trustee Dealings with the Company

Subject to certain limitations set forth in the Indenture, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and

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may otherwise deal with and collect obligations owed to it by the Company and may otherwise deal with the Company with the same rights it would have if it were not Trustee.

16.No Recourse Against Others

A director, officer, employee or stockholder (other than the Company), as such, of the Company shall not have any liability for any obligations of the Company under the Notes or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation.  By accepting a Note, each Noteholder waives and releases all such liability.  The waiver and release are part of the consideration for the issue of the Notes.

17.Authentication

This Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent acting on its behalf) manually signs the certificate of authentication on the other side of this Note.

18.Abbreviations

Customary abbreviations may be used in the name of a Noteholder or an assignee, such as TEN COM (tenants in common), TEN ENT (tenants by the entirety), JT TEN (joint tenants with rights of survivorship and not as tenants in common), CUST (custodian) and U/G/M/A (Uniform Gift to Minors Act).

19.CUSIP and ISIN Numbers

The Company has caused CUSIP and ISIN numbers and/or other similar numbers to be printed on the Notes and has directed the Trustee to use CUSIP and ISIN numbers and/or other similar numbers in notices of redemption as a convenience to Noteholders.  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.

20.Governing Law

This Note shall be governed by, and construed in accordance with, the laws of the State of New York.

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ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

(Print or type assignee’s name, address and zip code)

(Insert assignee’s Social Security or Tax I.D. No.)

and irrevocably appoint               as agent to transfer this Note on the books of the Company.  The agent may substitute another to act for him.

Date:	Your Signature:
Signature Guarantee:
(Signature must be guaranteed by a participant in a recognized Signature Guarantee Medallion Program or other signature guarantor program reasonably acceptable to the Trustee)
Sign exactly as your name appears on the other side of this Note.

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[TO BE ATTACHED IF A GLOBAL NOTE]

SCHEDULE OF INCREASES AND DECREASES IN GLOBAL NOTE

The following increases and decreases in this Global Note have been made:

Date of
Decrease or
Increase Amount of decrease in Principal 
Amount of this Global Note Amount of increase in Principal
Amount of this Global Note Principal Amount of this Global
Note following such decrease or
increase Signature of authorized
signatory of Trustee or
Securities Custodian

A-11

EX-5.1

Exhibits 5.1 and 23.1

New YorkMenlo ParkWashington DC
São Paulo
London ParisMadridTokyoBeijingHong Kong

Davis Polk & Wardwell LLP 1600 El Camino Real Menlo Park, CA 94025 650 752 2000 tel 650 752 2111 fax

April 12, 2013

Reliance Steel & Aluminum Co.

350 South Grand Avenue, Suite 5100

Los Angeles, CA 90071

Ladies and Gentlemen:

We have acted as special counsel for Reliance Steel & Aluminum Co., a California corporation (the “Company”), in connection with the Company’s issuance of $500,000,000 principal amount of 4.500% Senior Notes due 2023 (the “Notes”) in an underwritten public offering pursuant to an underwriting agreement dated April 9, 2013 (the “Underwriting Agreement”) among the Company, the subsidiaries of the Company listed on Schedule 1 hereto (the “Guarantors”) and J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representatives of the several underwriters (the “Underwriters”) named in Schedule 1 thereto.  The Notes are to be fully and unconditionally guaranteed by the Guarantors (the “Guarantees” and, together with the Notes, the “Securities”). The Notes and the Guarantees are to be issued pursuant to an Indenture dated as of April 12, 2013 among the Company, the Guarantors and Wells Fargo, National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture dated as of April 12, 2013 among the Company, the Guarantors and the Trustee (together, the “Indenture”). The Company and the Guarantors have filed with the Securities and Exchange Commission a Registration Statement on Form S-3 (File No. 333-187666, the “Registration Statement”) pursuant to the provisions of the Securities Act of 1933, as amended (the “Securities Act”).

We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.

In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all documents filed as exhibits to the Registration Statement that have not been executed will conform to the forms thereof, (iv) all signatures on all documents that we reviewed are genuine, (v) all natural persons executing documents had and have the legal capacity to do so, (vi) all statements in certificates of public officials and officers of the Company and the Guarantors that we reviewed were and are accurate and (vii) all representations made by the Company and the Guarantors as to matters of fact in the documents that we reviewed were and are accurate.

Based upon the foregoing, and subject to the additional assumptions and qualifications set forth below, we advise you that, when the Notes are executed, authenticated, issued and delivered in accordance with the Indenture and the Underwriting Agreement against payment therefor, the Notes will constitute valid and binding obligations of the Company and each of the Guarantees thereof by each Guarantor will constitute valid and binding obligations of each respective Guarantor, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, provided that we express no opinion as to (w) the enforceability of any waiver of rights under any usury or stay law, (x) (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above or (ii) any provision of the Indenture that purports to avoid the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law by limiting the amount of any Guarantor’s obligation, or (y) the validity, legally binding effect or enforceability of any provision that permits holders to collect any portion of stated principal amount upon acceleration of the Securities to the extent determined to constitute unearned interest.

In connection with the opinions expressed above, we have assumed that (i) the Registration Statement became effective upon filing with the Commission and such effectiveness shall not have been terminated or rescinded and (ii) the Indenture, the Notes and the Guarantees are each valid, binding and enforceable agreements of each party thereto (other than as expressly covered above in respect of the Company and each Guarantor).  We have also assumed that the execution, delivery and performance by the Company of the Notes or any Guarantor of the Guarantees (a) require no action by or in respect of, or filing with, any governmental body, agency or official and (b) do not contravene, or constitute a default under, any public policy, any provision of applicable law or regulation or any judgment, injunction, order or decree or any agreement or other instrument binding upon the Company or any Guarantor.

We are members of the Bars of the States of New York and California and the foregoing opinion is limited to the laws of the State of New York, the State of California and the General Corporation Law of the State of Delaware. Insofar as the foregoing opinion involves matters governed by the laws of Alabama, Arizona, Connecticut, Georgia, Illinois, Louisiana, Minnesota, Ohio, Oregon, Pennsylvania, Tennessee, Texas and Wisconsin, we have relied, without independent inquiry or investigation, on the opinions of Bradley Arant Boult Cummings LLP (with respect to the laws of Alabama and Tennessee), Bryan Cave LLP (with respect to the laws of Arizona), Andre D. Dorval, Attorney at Law (with respect to the laws of Connecticut), Greenberg Traurig LLP (with respect to the laws of Georgia, Illinois and Pennsylvania), Durio, McGoffin, Stagg & Ackermann LLP (with respect to the laws of Louisiana), Fredrikson & Byron, P.A. (with respect to the laws of Minnesota), Bailey Cavalieri LLC (with respect to the laws of Ohio), Davis Wright Tremaine LLP (with respect to the laws of Oregon), Vinson and Elkins LLP (with respect to the laws of Texas) and Foley & Lardner LLP (with respect to the laws of Wisconsin), respectively, each to be filed with a report on Form 8-K to be filed by the Company on the date hereof.

We hereby consent to the filing of this opinion as an exhibit to a report on Form 8-K to be filed by the Company on the date hereof.  In addition, we consent to the reference to our name under the caption “Legal Matters” in the prospectus supplement relating to the Notes and the Guarantees, which is a part of the Registration Statement.  In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ Davis Polk & Wardwell LLP

2

Schedule 1

	State or Other Jurisdiction of Incorporation or Organization
Allegheny Steel Distributors, Inc.	Pennsylvania
Aluminum and Stainless, Inc.	Louisiana
American Metals Corporation dba American Steel	California
AMI Metals, Inc.	Tennessee
CCC Steel, Inc.	Delaware
Chapel Steel Corp.	Pennsylvania
Chatham Steel Corporation	Georgia
Clayton Metals, Inc.	Illinois
Continental Alloys & Services (Delaware) LLC	Delaware
Continental Alloys & Services Inc.	Delaware
Crest Steel Corporation	California
Delta Steel, Inc.	Texas
Diamond Manufacturing Company	Pennsylvania
Durrett Sheppard Steel Co., Inc.	California
Earle M. Jorgensen Company	Delaware
Feralloy Corporation	Delaware
GH Metal Solutions, Inc.	Alabama
Infra-Metals Co.	Georgia
LBT, Inc.	Illinois
Liebovich Bros., Inc.	Illinois
McKey Perforated Products Co., Inc.	Tennessee
McKey Perforating Co., Inc.	Wisconsin
Metals Supply Company, Ltd.	Texas
National Specialty Alloys, Inc.	Delaware
Pacific Metal Company	Oregon
PDM Steel Service Centers, Inc.	California
Phoenix Corporation dba Phoenix Metals Company	Georgia
Precision Flamecutting and Steel, Inc.	Texas
Precision Strip, Inc.	Ohio
Precision Strip Transport, Inc.	Ohio
Service Steel Aerospace Corp.	Delaware
Siskin Steel & Supply Company, Inc.	Tennessee
Smith Pipe & Steel Company	Arizona
Sugar Steel Corporation	Illinois
Sunbelt Steel Texas, Inc.	Texas
Toma Metals, Inc.	Pennsylvania
Viking Materials, Inc.	Minnesota
Yarde Metals, Inc.	Connecticut

EX-5.2

Exhibit 5.2

April 12, 2013

Reliance Steel & Aluminum Co.

350 South Grand Avenue, Suite 5100

Los Angeles, CA 90071

Ladies and Gentlemen:

I have acted as special counsel to Yarde Metals, Inc., a corporation (the “Company”), and have acted as such in connection with the offering by Reliance Steel & Aluminum Co., a California corporation (“Reliance”), of its 4.500% Senior Notes due 2023 (the “Notes”), pursuant to the registration statement on Form S-3 (File No. 333-187666) (the “Registration Statement”) and the prospectus contained therein filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), as supplemented by the prospectus supplement dated April 9, 2013 relating to the Notes (with the supplement, the “Prospectus”). The Notes will be issued pursuant to an Indenture among Reliance, the subsidiary guarantors named therein (the “Guarantors”) and Wells Fargo Bank, N.A., as trustee (the “Trustee”), dated April 12, 2013, as supplemented by a First Supplemental Indenture thereto dated April 12, 2013 (as supplemented, the “Indenture”). The Notes will be guaranteed by the Company and each of the other Guarantors (the “Guarantees”).

In connection with the opinions expressed below, I have examined originals or copies, certified or otherwise identified to my satisfaction, of the Registration Statement, the Prospectus, the Indenture, the Company’s articles of incorporation, as amended, and bylaws, and such agreements, documents, certificates and statements of government officials and other papers as I have deemed necessary or advisable as a basis for such opinions. In such examination, I have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to me as originals and the conformity with the originals of all documents submitted to me as certified, conformed, photostatic, electronic or facsimile copies and the authenticity of the originals of such documents. In making my examination of executed documents and documents to be executed, I have assumed (i) that the parties thereto (other than the Company) had or will have the power, corporate or otherwise, and authority to enter into and perform all obligations thereunder, (ii) the due delivery by such parties of such documents and (iii) that such documents constitute or will constitute valid and binding obligations of such parties. As to any facts material to the opinions expressed herein, which I have not independently established or verified, I have relied upon statements and representations of officers and representatives of the Company.

Based upon the foregoing, it is my opinion that:

1.The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Connecticut.

2.The Company has the corporate power under the laws of the State of Connecticut to create, enter into and perform its obligations under the Indenture.

3.The Indenture and the Guarantee therein have been duly authorized by the Company and, when (i) the Indenture has been duly authorized, executed and delivered by each other party thereto; (ii) the specific terms of the Notes have been duly established in accordance with the Indenture; and (iii) the Notes have been duly authorized, executed and delivered by Reliance and authenticated by the Trustee in accordance with the applicable Indenture and the applicable underwriting or other agreement against payment therefor, the Guarantee will be a valid and binding obligation of the Company enforceable in accordance with its terms as provided in the Indenture.

The foregoing opinions are limited to the law of the State of Connecticut. I express no opinion as to the laws of any other state or jurisdiction.

The foregoing opinions are subject to the following qualifications:

1.The opinions expressed above are qualified to the extent that the legality, validity or enforceability against the Company of any provisions of the Indenture or the Guarantee or of any rights granted to you pursuant thereto may be subject to and affected by applicable bankruptcy, insolvency, reorganization, fraudulent transfer or conveyance, equitable subordination, moratorium or other laws affecting the rights of creditors generally.

2.The enforceability of the Company’s obligations under the Indenture and the Guarantee are subject to general principles of equity, including (without limitation) concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether enforceability is considered in a proceeding in equity or at law).

2

I hereby consent to the filing of this opinion as an exhibit to Reliance’s current report on Form  8-K on the date hereof and its incorporation by reference into the Registration Statement. In addition, I consent to the reference to my name under the caption “Legal Matters” in the Prospectus. In giving such consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. Davis Polk & Wardwell LLP, special counsel to Reliance, may rely upon this opinion in connection with the offering of the Notes and the Guarantees.

	Very truly yours,
	/s/ Andre D. Dorval
	ANDRE D. DORVAL
ADD/mmg

3

EX-5.3

Exhibit 5.3

BAILEY CAVALIERI LLC
ATTORNEYS AT LAW

One Columbus 10 West Broad Street, Suite 2100 Columbus, Ohio 43215-3422
telephone 614.221.3155 facsimile 614.221.0479
 www.baileycavalieri.com

direct dial:  614.229.3247
email: Jamie.Ryan@BaileyCavalieri.com

April 12, 2013

Reliance Steel & Aluminum Co.

350 South Grand Avenue, Suite 5100

Los Angeles, CA 90071

Ladies and Gentlemen:

We have acted as special counsel to Precision Strip Inc., an Ohio corporation, and Precision Strip Transport, Inc., an Ohio corporation (individually, a “Company” and collectively, the “Companies”), and have acted as such in connection with the offering by Reliance Steel & Aluminum Co., a California corporation (“Reliance”), of its 4.500% Senior Notes due 2023 (the “Notes”), pursuant to the registration statement on Form S-3 (File No. 333-187666) (the “Registration Statement”) and the prospectus contained therein filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), as supplemented by the prospectus supplement dated April 9, 2013 relating to the Notes (with the supplement, the “Prospectus”). The Notes will be issued pursuant to an Indenture among Reliance, the subsidiary guarantors named therein (the “Guarantors”) and Wells Fargo Bank, N.A., as trustee (the “Trustee”), dated April 12, 2013, as supplemented by a First Supplemental Indenture thereto dated April 12, 2013 (as supplemented, the “Indenture”). The Notes will be guaranteed by each respective Company and each of the other Guarantors (the “Guarantees”). Capitalized terms used herein that are not otherwise defined, shall have the meaning given to them in the Indenture.

In connection with the opinions expressed below, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Registration Statement, the Prospectus, the Indenture, the form of note to be guaranteed, the form of Guarantee, each Company’s articles of incorporation, as amended, and bylaws or code of regulations, and such agreements, documents, certificates and statements of government officials and other papers as we have deemed necessary or advisable as a basis for such opinions. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified, conformed, photostatic, electronic or facsimile copies and the authenticity of the originals of such documents. In making our examination of executed documents and documents to be executed, we have assumed (i) that the parties thereto (other than the Companies) had or will have the power, corporate or otherwise, and authority to enter into and perform all obligations thereunder, (ii) the due authorization, execution and delivery by such parties of such documents and (iii) that such documents constitute or will constitute valid and binding obligations of such parties. As to any facts material to the opinions expressed herein, which we have not independently established or verified, we have relied upon statements and representations of officers and representatives of the Companies.

Based upon the foregoing, it is our opinion that:

1.Each respective Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio.

2.Each respective Company has the corporate power under the laws of the State of Ohio to create, enter into and perform its obligations under the Indenture.

3.The Indenture and the Guarantees therein have been duly authorized by each respective Company and, when (i) the Indenture has been duly authorized, executed and delivered by each other party thereto; (ii) the specific terms of the Notes have been duly established in accordance with the Indenture; and (iii) the Notes have been duly authorized, executed and delivered by Reliance and authenticated by the Trustee in accordance with the applicable Indenture and the applicable underwriting or other agreement against payment therefor, the Guarantees will be a valid and binding obligation of each respective Company enforceable in accordance with its terms as provided in the Indenture.

The foregoing opinions are limited to the law of the State of Ohio. We express no opinion as to the laws of any other state or jurisdiction.

The foregoing opinions are subject to the following qualifications:

1.The opinions expressed above are qualified to the extent that the legality, validity or enforceability against a Company of any provisions of the Indenture or the Guarantee or of any rights granted to you pursuant thereto may be subject to and affected by applicable bankruptcy, insolvency, reorganization, fraudulent transfer or conveyance, equitable subordination, moratorium or other laws affecting the rights of creditors generally.

2.The enforceability of a respective Company’s obligations under the Indenture and the Guarantee are subject to general principles of equity, including (without limitation) concepts of materiality, unconscionability, reasonableness, impracticability or impossibility of performance and any implied covenant of good faith and fair dealing (regardless of whether enforceability is considered in a proceeding in equity or at law).

3.We express no opinion as to the enforceability of rights, provisions or interests to the extent, if any, dependent upon the enforceability of (a) waivers of rights or defenses of debtors or others which may not be waived or which may be waived only under certain circumstances under applicable law; (b) any provision for the award of attorneys’ fees or court costs to an opposing party; (c) provisions which purport to choose the governing law, venue and jurisdiction; (d) provisions which purport to waive the right to a jury trial; (e) powers of attorney; (f) provisions, if any, that are ambiguous or inconsistent within the Indenture; or (g) the Indenture against any party that does not execute the Indenture.

4.The following rights and remedies provided for in the Indenture may also be affected or rendered unenforceable by Ohio law governing the same: (a) provisions for payment or

2

repayment of charges, late charges and expenses, to the extent the same are determined to be a penalty, may not be enforceable; (b) any periods of notice (or lack thereof) to a Company prior to the other parties exercising certain rights and remedies may not satisfy any standard for reasonableness in effect at the time of such action; and (c) public policy considerations may limit the rights of the other parties to indemnification against actions taken by such other parties under the Indenture in violation of applicable law or public policy.

5.We express no opinion regarding the necessity of any party, other than the respective Companies, to qualify to do business in Ohio or the impact the same (or the failure of such qualification) may have on the ability to use Ohio’s courts to enforce the Indenture.

We hereby consent to the filing of this opinion as an exhibit to Reliance’s current report on Form 8-K on the date hereof and its incorporation by reference into the Registration Statement. In addition, we consent to the reference to us under the caption “Legal Matters” in the Prospectus. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.  Davis Polk & Wardwell LLP, special counsel to Reliance, may rely upon this opinion in connection with the offering of the Notes and the Guarantees.

Very truly yours,
BAILEY CAVALIERI LLC
James G. Ryan
By:	/s/ James G. Ryan
	James G. Ryan, a member of the firm

3

EX-5.4

Exhibit 5.4

April 12, 2013

AMI Metals, Inc.
Siskin Steel & Supply Company, Inc.
McKey Perforated Products Co., Inc.

GH Metal Solutions, Inc.
c/o Reliance Steel & Aluminum Co.
350 South Grand Avenue, Suite 5100
Los Angeles, CA 90071

Re: Guarantees of Notes of Reliance Steel & Aluminum Co.

Ladies and Gentlemen:

We have acted as special local counsel to AMI Metals, Inc., a Tennessee corporation (“AMI”), Siskin Steel & Supply Company, Inc., a Tennessee corporation (“Siskin”), and McKey Perforated Products Co., Inc., a Tennessee corporation (“McKey” and collectively with AMI and Siskin, the “Tennessee Subsidiaries”), and GH Metal Solutions, Inc., an Alabama corporation (“GH”), in connection with the offering by Reliance Steel & Aluminum Co., a California corporation (“Reliance”), of its 4.500% Senior Notes due 2023 (the “Notes”), pursuant to the Registration Statement on Form S-3 (File No. 333-187666) (the “Registration Statement”) and the prospectus contained therein filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), as supplemented by the prospectus supplement dated April 9, 2013 relating to the Notes (with the supplement, the “Prospectus”). The Notes will be issued pursuant to an Indenture among Reliance, the subsidiary guarantors named therein (the “Guarantors”) and Wells Fargo Bank, N.A., as trustee (the “Trustee”), dated April 12, 2013, as supplemented by a First Supplemental Indenture thereto dated April 12, 2013 (as supplemented, the “Indenture”). The Notes will be guaranteed by each of AMI, Siskin, McKey and GH (collectively, the “Companies”) and each of the other Guarantors (the “Guarantees”).

In preparation for the issuance of this letter, we have reviewed the Registration Statement, Prospectus and the Indenture, which includes the form of the Notes as an exhibit, and we have also reviewed the following documents:

1.             Certificates of the Secretary of each of the Tennessee Subsidiaries dated April 12, 2013, certifying (a) the Charter and Bylaws of each of the Tennessee Subsidiaries, (b) the Resolutions adopted on March 22, 2013 by the Board of Directors of each of the Tennessee Subsidiaries, and (c) the incumbency certificate confirming the signature of Karla Lewis as the secretary of each Tennessee Subsidiary.

2.             Certificate of the Secretary of GH dated April 12, 2013, certifying (a) the Charter and Bylaws of GH, (b) the Resolutions adopted on March 22, 2013 by the Board of Directors of GH, (c) the Resolutions adopted by the shareholders of GH in an Action

by Written Consent of the Sole Shareholder of GH dated March 28, 2013, and (d) the incumbency certificate confirming the signature of Karla Lewis as the secretary of GH.

3.             Certificates of Existence issued by the Tennessee Secretary of State as to the Tennessee Subsidiaries on April 11, 2013.

4.             Certificate of Existence issued by the Alabama Secretary of State as to GH on April 11, 2013 and Certificate of Good Standing issued by the Alabama Department of Revenue as to GH on April 1, 2013.

The above documents constitute all of the documents that we have deemed necessary or advisable to review for the purpose of rendering the opinion stated in this letter. We are special local counsel to the Companies in this matter and we have no knowledge of the present assets, liabilities, or operations of the Companies, except as obtained in the review of the documents described above.

In rendering our opinion, we have assumed, with your permission, the following matters, without independent investigation:

1.             As to all parties and documents, (i) the genuineness of all signatures, (ii) the legal capacity of all natural persons, (iii) the authenticity of all documents submitted to us as originals, (iv) the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies, (v) the due execution, authentication and delivery of all relevant documents by all parties, (vi) that no documents we have reviewed have been amended or altered in any material respect as to vary from the form in which they were provided to us, (vii) that the execution, delivery, and performance of the relevant documents by each party do not violate or breach (x) any law or regulation (except that we do not assume this respecting Tennessee laws and regulations applicable to the Tennessee Subsidiaries and Alabama laws and regulations applicable to GH), (y) any order, decree, or arbitration award applicable to such party or its property, or (z) any agreement binding upon any such party or its property, in each case of this subsection (vii) in any way that would affect the opinion stated in this letter, and (viii) that the trustee under the Indenture and all purchasers of the Notes from Reliance are duly qualified to do business as foreign entities in all jurisdictions in which such qualification is required.

2.             As to parties to the Indenture other than the Companies (the “Other Parties”), (i) the due authorization of all relevant documents by the Other Parties, and (ii) that all relevant documents are legal, valid and binding obligations of the Other Parties, enforceable in accordance with their terms, except for limitations that would not affect the opinion stated in this letter.

3.             The Notes have been issued in accordance with the provisions of the Indenture for the issuance thereof against payment therefor in accordance with the terms of any agreement pursuant to which they were to be issued or sold.

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4.             There has not been any mutual mistake of fact or misunderstanding, fraud, duress, or undue influence that affects the Indenture.

5.             There are no agreements or understandings among the parties, written or oral, and there is no usage of trade or course of prior dealing or performance among any of the parties, that would define, supplement or qualify the terms of the Indenture.

6.             The Companies are not insolvent and the execution, delivery and performance of the Indenture (i) do not and shall not render the Companies insolvent, and (ii) are fair to the Companies.

7.             All representations and other information contained in the Indenture as reviewed by us are correct and complete (except to the extent such representations state legal conclusions included in the opinion stated in this letter), and no changes have occurred in the facts and circumstances disclosed in or serving as a basis of such representations, warranties, certificates and documents from the dates thereof to the date of this letter.

Upon the basis of the foregoing, and subject to the further exceptions noted below, we are of the opinion that:

1.Based solely on the Certificates of Existence issued by the Secretary of State of the State of Tennessee, the Tennessee Subsidiaries are validly existing as corporations in good standing in the State of Tennessee.

2.Based solely on the Certificate of Existence issued by the Secretary of State of the State of Alabama and the Certificate of Good Standing issued by the Alabama Department of Revenue, GH is validly existing as a corporation in good standing in the State of Alabama.

3.Each of the Companies has the requisite corporate power and authority to execute and deliver the Indenture.

4.The Indenture and the Guarantees stated in Article X thereof have been duly authorized by each of the Companies and, when (i) the Indenture has been duly authorized, executed and delivered by each other party thereto; (ii) the specific terms of the Notes have been duly established in accordance with the Indenture; and (iii) the Notes have been duly authorized, executed and delivered by Reliance and authenticated by the Trustee in accordance with the applicable Indenture and the applicable underwriting or other agreement against payment therefor, the Guarantees will be a valid and binding obligation of each of the Companies enforceable in accordance with its terms as provided in the Indenture, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and equitable principles of general applicability.

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We further advise you that certain waivers and remedies contained in the Indenture may be rendered unenforceable or limited by applicable laws and judicial decisions, but such laws and judicial decisions do not render the Indenture invalid as a whole, and there exist in the Indenture or pursuant to Tennessee and Alabama law legally adequate remedies for the practical realization of the principal benefits to be provided by the Indenture.

We are members of the Bars of the States of Tennessee and Alabama and the foregoing opinion is limited to the laws of the State of Tennessee with respect to the Tennessee Subsidiaries and the laws of the State of Alabama with respect to GH. In this regard, we note that the Indenture is, by its terms, governed by the laws of the State of New York. With your permission, we have evaluated the enforceability of the Indenture as if the laws of the State of Tennessee (not including conflicts laws) applied thereto in all respects with respect to the Tennessee Subsidiaries and as if the laws of the State of Alabama (not including conflicts laws) applied thereto in all respects with respect to GH.

We undertake no obligation to advise you of facts or changes in law occurring after the date of this letter that might affect the opinions expressed herein.

We hereby consent to the filing of this opinion as an exhibit to Reliance’s current report on Form 8-K on the date hereof and its incorporation by reference into the Registration Statement. In addition, we consent to the reference to us under the caption “Legal Matters” in the Prospectus. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. This opinion may be relied upon by Davis Polk & Wardwell LLP in connection with the transactions contemplated by the Indenture. This opinion may not be relied upon by any other party for any purpose other than in connection with the transactions contemplated by the Indenture.

Very truly yours,

/s/ Bradley Arant Boult Cummings LLP

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EX-5.5

Exhibit 5.5

April 12, 2013

Smith Pipe & Steel Company
c/o Reliance Steel & Aluminum Co.
350 South Grand Avenue, Suite 5100
Los Angeles, CA  90071

Ladies and Gentlemen:

We have acted as special counsel in the State of Arizona to Smith Pipe & Steel Company, an Arizona corporation (the “Arizona Guarantor”), in connection with the offering (the “Offering”) by Reliance Steel & Aluminum Co., a California corporation (“Reliance”), of its 4.500% Senior Notes due 2023 (the “Notes”), pursuant to the Underwriting Agreement, dated April 9, 2013 (the “Underwriting Agreement”), among Reliance, the subsidiary guarantors named therein (the “Guarantors”) and the underwriters named therein.  The Offering was made pursuant to the registration statement on Form S-3 (File No. 333-187666) (the “Registration Statement”) and the prospectus contained therein (the “Initial Prospectus”), as filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), as supplemented by the prospectus supplement dated April 9, 2013 relating to the Notes (the “Prospectus Supplement” and collectively with the Initial Prospectus,  the “Prospectus”).  The Notes will be issued pursuant to an Indenture among Reliance, the Guarantors and Wells Fargo Bank, N.A., as trustee (the “Trustee”), dated April 12, 2013 (the “Initial Indenture”), as supplemented by a First Supplemental Indenture thereto dated April 12, 2013 (the “First Supplemental Indenture” and collectively with the Initial Indenture, the “Indenture”). The obligations of Reliance pursuant to the Notes are to be guaranteed by the Arizona Guarantor pursuant to and as set forth in the Indenture (the “Arizona Guarantee”) and by each of the other Guarantors (the “Guarantees”).  All capitalized terms which are defined in the Indenture shall have the same meanings when used herein, unless otherwise specified.

We have not been involved in the preparation of the Registration Statement or the Prospectus, nor were we involved in the negotiation, preparation or execution of the Indenture, the Guarantees or any of the related agreements executed or delivered in connection therewith. We have been retained solely for the purpose of rendering certain opinions pursuant to Arizona law.

In connection with our opinions expressed below, we have examined originals or copies, certified or otherwise identified to our satisfaction, of:

(1)the Registration Statement;

(2)the Prospectus;

(3)the form of the Prospectus Supplement;

(4)the form of the Initial Indenture filed as Exhibit 4.6 to the Registration Statement, including the Guarantee provided for therein;

(5)the form of the First Supplemental Indenture;

(6)the form of the Notes included in the Initial Indenture filed as Exhibit 4.6 to the Registration Statement and included in the First Supplemental Indenture;

(7)the Underwriting Agreement;

(8)the Articles of Incorporation of the Arizona Guarantor dated July 24, 1978, as amended to date, and as certified by the Arizona Corporation Commission on November 10, 2010, and as certified to be in full force and effect by the Secretary of the Arizona Guarantor in the Officer’s Certificate referenced below;

(9)the Bylaws of the Arizona Guarantor dated July 25, 1978, as amended to date, and as certified to be in full force and effect by the Secretary of the Arizona Guarantor in the Officer’s Certificate referenced below;

(10)certain resolutions adopted the Board of Directors of the Arizona Guarantor relating to the Indenture, the Arizona Guarantee and related matters;

(11)a Certificate executed by the Secretary of the Arizona Guarantor on the date hereof;

(12)a Certificate of Good Standing from the Arizona Corporation Commission, dated April 11, 2013 (the “Good Standing Certificate”); and

(13)an Officer’s Certificate executed by an authorized officer of the Arizona Guarantor as of the date hereof (the “Officer’s Certificate”).

The documents specified in items (1) through (7) above are hereinafter collectively referred to as the “Transaction Documents” and, individually, as a “Transaction Document.” For purposes of this opinion letter, we have not reviewed any documents other than the foregoing. In particular, we have not reviewed any document that is referred to in or incorporated by reference into the Indenture. We have assumed that there exists no provision in any document that we have not reviewed that bears upon or is inconsistent with the opinion stated herein. We have conducted no independent factual investigation of our own but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects.

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In our examination of the foregoing, we have assumed the genuineness of all signatures, the legal competence and capacity of natural persons, the authenticity of documents submitted to us as originals and the conformity with authentic original documents of all documents submitted to us as copies or by facsimile or other means of electronic transmission. When relevant facts were not independently established, we have relied without independent investigation or verification upon, and assumed the accuracy and completeness of certificates, letters, and oral and written statements of governmental officials and upon the accuracy of representations made by Reliance and the Arizona Guarantor as to matters of fact made in or pursuant to the documents that we reviewed including without limitation the Registration Statement, Prospectus, the Indenture, the exhibits to the Registration Statement and certificates and statements of appropriate representatives of the Arizona Guarantor and/or Reliance, including without limitation the Officer’s Certificate.

In connection herewith, we have assumed that, other than with respect to the Arizona Guarantor, at the time of execution, issuance and delivery of the Arizona Guarantee, all of the executed documents and documents to be executed that are referred to in this opinion letter will have been duly authorized by, will have been duly executed and delivered by, and will constitute the valid, binding and enforceable obligations of all of the parties to such documents, all of the signatories to such documents will have been duly authorized and all of the parties are and will be duly organized and validly existing and have the power and authority (corporate or other) to execute, deliver and perform such documents. We have also assumed, with your permission, that at the time of execution, issuance and delivery of the Arizona Guarantee, (i) all parties to the Transaction Documents (other than the Arizona Guarantor) have been duly organized and are validly existing in good standing under the laws of the jurisdictions governing their organization and are duly qualified or admitted to transact business in each other jurisdiction where the nature of the business conducted therein or the property owned or leased therein makes such qualification or admission necessary, with all requisite corporate power and authority to execute, deliver and perform the Indenture, and (ii) at the time of execution, issuance and delivery of the Arizona Guarantee, the Indenture will have been duly and validly authorized, executed and delivered by all parties thereto.

We have also assumed that the Arizona Guarantee will be issued and delivered as contemplated in the Registration Statement and the Prospectus relating thereto, and that the articles of incorporation and bylaws of the Arizona Guarantor, as currently in effect, will not have been modified or amended and will be in full force and effect at the time of execution, issuance and delivery of the Arizona Guarantee.

We have also assumed that: (i) the Registration Statement (including any post-effective amendments) shall have become effective under the Securities Act and the Indenture shall have been qualified under the Trust Indenture Act of 1939, as amended; (ii) the terms of the Notes shall have been established by the authorized officers of Reliance, all in accordance with, and within any parameters or limitations established by, Reliance’s articles of incorporation and bylaws, resolution of the board of directors of Reliance, the Indenture and applicable law, and all necessary corporate action shall have been taken by Reliance to authorize the terms, execution, delivery, performance, issuance and sale of the Notes as contemplated by the Registration Statement, the Prospectus, and the Indenture; (iii) the form of the Notes shall be in substantially the form filed as an exhibit to the Registration Statement and shall have been duly executed and delivered by Reliance, authenticated by the Trustee

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and issued, all in accordance with Reliance’s articles of incorporation and bylaws, resolutions of the board of directors of Reliance or a duly authorized committee thereof and the Indenture, and shall have been duly delivered to the purchasers of the Notes against payment of the agreed consideration therefor; (iv) the form evidencing the Arizona Guarantee shall be in substantially the form filed as an exhibit to the Registration Statement and shall have been duly executed and delivered by the Arizona Guarantor and issued, all in accordance with the organizational documents of the Arizona Guarantor, resolutions adopted by the board of directors of the Arizona Guarantor, and the Indenture, and shall have been duly delivered to the purchasers of the Notes against payment of the agreed consideration therefor; and (v) the Notes will be issued and sold as contemplated in the Registration Statement and the Prospectus.

We also have assumed that at the time of execution, issuance and delivery of the Arizona Guarantee and other than with respect to the Arizona Guarantor, the Indenture will be the valid and legally binding obligation of the parties thereto, enforceable against such parties in accordance with its terms. We have further assumed that the Trustee named in the Indenture is a duly qualified trustee in accordance with the Trust Indenture Act of 1939, as amended, the applicable state statutory provisions and the applicable federal and state regulations.

We have assumed further that at the time of execution, issuance and delivery of any Arizona Guarantee, the issuance and terms of the Arizona Guarantee, the terms of the offering thereof and related matters will have been duly authorized and approved by the Arizona Guarantor by the taking of all necessary corporate action; the Arizona Guarantee will have been duly executed and delivered by the Arizona Guarantor, will be in full force and effect and will not have been terminated or rescinded by the Arizona Guarantor; and the terms of the Arizona Guarantee, and its issuance and delivery, will have been established so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Arizona Guarantor, and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Arizona Guarantor.

Based upon the foregoing, in reliance thereon, and subject to the assumptions, comments, qualifications, limitations and exceptions stated herein, we are of the opinion that:

1.Based solely on the Good Standing Certificate, the Arizona Guarantor is a corporation duly organized, validly existing and in good standing under the laws of the State of Arizona.

2.The Arizona Guarantor has the corporate power under the laws of the State of Arizona to enter into and perform its obligations under the Indenture.

3.The Indenture and the Arizona Guarantee therein have been duly authorized by the Arizona Guarantor and, when (i) the Indenture has been duly authorized, executed and delivered by each other party thereto and qualified under the Trust Indenture Act of 1939, as amended; (ii) the specific terms of the Notes have been duly established in accordance with the Indenture; and (iii) the Notes have been duly authorized, executed and delivered by Reliance and authenticated by the Trustee in accordance with the applicable Indenture and the applicable underwriting or other agreement against payment therefor, the Arizona Guarantee will constitute a valid and binding

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obligation of the Arizona Guarantor enforceable against the Arizona Guarantor in accordance with its terms as provided in the Indenture.

The foregoing opinions are limited to the law of the State of Arizona. We express no opinion as to the laws of any other state or jurisdiction.

In addition to the assumptions, comments, qualifications, limitations and exceptions set forth above, the opinions set forth herein are further limited by, subject to and based upon the following assumptions, comments, qualifications, limitations and exceptions:

(a)Our opinions herein reflect only the application of applicable Arizona state law (excluding (i) all laws, rules and regulations of cities, counties and other political subdivisions of such state and (ii) the securities and blue sky laws of such state). The opinions set forth herein are made as of the date hereof and are subject to, and may be limited by, future changes in factual matters, and we undertake no duty to advise you of the same. The opinions expressed herein are based upon the law in effect (and published or otherwise generally available) on the date hereof, and we assume no obligation to revise or supplement these opinions should such law be changed by legislative action, judicial decision or otherwise. In rendering our opinions, we have not considered, and hereby disclaim any opinion as to, the application or impact of any laws, cases, decisions, rules or regulations of any other jurisdiction, court or administrative agency.

(b)Our opinions herein are qualified to the extent that the legality, validity or enforceability against the Arizona Guarantor of any provisions of the Indenture or the Arizona Guarantee or of any rights granted to the Arizona Guarantor pursuant thereto may be subject to and affected by (i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting or relating to the rights and remedies of creditors generally including, without limitation, laws relating to fraudulent transfers or conveyances, preferences and equitable subordination, (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law), and (iii) an implied covenant of good faith and fair dealing.

(c)Our opinions are further subject to the effect of generally applicable rules of law arising from statutes, judicial and administrative decisions, and the rules and regulations of governmental authorities that: (i) limit or affect the enforcement of provisions of a contract that purport to require waiver of the obligations of good faith, fair dealing, diligence and reasonableness; (ii) limit the availability of a remedy under certain circumstances where another remedy has been elected; (iii) limit the enforceability of provisions releasing, exculpating, or exempting a party from, or requiring indemnification of a party for, liability for its own action or inaction, to the extent the action or inaction involves negligence, recklessness, willful misconduct or unlawful conduct; (iv) may, where less than all of the contract may be unenforceable, limit the enforceability of the balance of the contract to circumstances in which the unenforceable portion is not an essential part of the agreed exchange; and (v) govern and afford judicial discretion regarding the determination of damages and entitlement to attorneys’ fees.

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(d)We express no opinion as to:

(i)whether the Arizona Guarantor may guarantee or otherwise be liable for indebtedness incurred by Reliance except to the extent that the Arizona Guarantor may be determined to have benefited from the incurrence of the indebtedness by Reliance or whether such benefit may be measured other than by the extent to which the proceeds of the indebtedness incurred by Reliance are, directly or indirectly, made available to the Arizona Guarantor for its corporate purposes;

(ii)the enforceability of any provision in the Arizona Guarantee purporting or attempting to (A) confer exclusive jurisdiction and/or venue upon certain courts or otherwise waive the defenses of forum non conveniens or improper venue, (B) confer subject matter jurisdiction on a court not having independent grounds therefor, (C) modify or waive the requirements for effective service of process for any action that may be brought, (D) waive the right of the Arizona Guarantor or any other person to a trial by jury, (E) provide that remedies are cumulative or that decisions by a party are conclusive, (F) modify or waive the rights to notice, legal defenses, statutes of limitations or other benefits that cannot be waived under applicable law, or (G) govern choice of law or conflicts of laws;

(iii)the enforceability of any rights to indemnification or contribution provided for in the Arizona Guarantee or other documents which are violative of public policy underlying any law, rule or regulation (including any Federal or state securities law, rule or regulation) or the legality of such rights; and

(iv)the authorizations, approvals or consents as may be necessary under Arizona State securities and “blue sky” laws in connection with the transactions contemplated by the Transaction Documents.

We do not render any opinions except as set forth above. You have informed us that you intend to issue the Notes and the Guarantees from time to time on a delayed or continuous basis, and this opinion is limited to the laws, including the rules and regulations, as in effect on the date hereof.

We hereby consent to the filing of this opinion as an exhibit to Reliance’s current report on Form 8-K on the date hereof and its incorporation by reference into the Registration Statement. In addition, we consent to the reference to us under the caption “Legal Matters” in the Prospectus. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. Davis Polk & Wardwell LLP, special counsel to Reliance, may rely upon this opinion in connection with the offering of the Notes and the Guarantees.

Very truly yours,

/s/ Bryan Cave LLP

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EX-5.6

Exhibit 5.6

	Suite 2400
	1300 SW Fifth Avenue
	Portland, OR 97201-5610

April 12, 2013

Reliance Steel & Aluminum Co.

350 South Grand Avenue, Suite 5100

Los Angeles, CA 90071

Ladies and Gentlemen:

We have acted as special counsel to Pacific Metal Company, an Oregon corporation (the “Company”), and have acted as such in connection with the offering by Reliance Steel & Aluminum Co., a California corporation (“Reliance”), of its 4.500% Senior Notes due 2023 (the “Notes”), pursuant to the registration statement on Form S-3 (File No. 333-187666) (the “Registration Statement”) and the prospectus contained therein filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), as supplemented by the prospectus supplement dated April 9, 2013 relating to the Notes (with the supplement, the “Prospectus”). The Notes will be issued pursuant to an Indenture among Reliance, the subsidiary guarantors named therein (the “Guarantors”) and Wells Fargo Bank, N.A., as trustee, dated April 12, 2013, as supplemented by a First Supplemental Indenture thereto dated April 12, 2013 (as supplemented, the “Indenture”). The Notes will be guaranteed by the Company and each of the other Guarantors (the “Guarantees”).

This opinion letter is to be interpreted in accordance with customary practice as to the matters addressed, the meaning of the language used and the scope and nature of the work we have performed.

Our opinions set forth herein are limited to the law of the State of Oregon. We express no opinion as to the laws of any other state or jurisdiction.

In connection with the opinions expressed below, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Registration Statement, the Prospectus, the Indenture, the Company’s articles of incorporation and bylaws, as amended, a certificate of the Secretary of the Company of even date herewith, and such agreements, documents, certificates and statements of government officials and other papers as we have deemed necessary or advisable as a basis for such opinions. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified, conformed, photostatic, electronic or facsimile copies and the authenticity of the originals of such documents. As to any facts material to the opinions

expressed herein, which we have not independently established or verified, we have relied upon statements and representations of officers and representatives of the Company. We have assumed that the Indenture will be executed and delivered by the parties thereto in the form submitted to us.

Based on the foregoing examinations and assumptions and subject to the qualifications and exclusions stated below, we are of the opinion that:

1.The Company is a corporation duly organized and validly existing under the laws of the State of Oregon.

2.The Company has the corporate power under the laws of the State of Oregon to create, enter into and perform its obligations under the Indenture.

3.The Company has authorized, by all necessary corporate action on the part of the Company, the execution and delivery of, and the performance of the transactions contemplated by, the Indenture and the Guarantee therein.

The opinions set forth herein are qualified by the effect of bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent transfer and other similar laws affecting the rights and remedies of creditors generally, and the effect of general principles of equity, whether applied by a court of law or equity.

This opinion letter is delivered as of its date and without any undertaking to advise you of any changes of law or fact that occur after the date of this opinion letter even though the changes may affect the legal analysis, a legal conclusion or information confirmed in this opinion letter.

We hereby consent to the filing of this opinion as an exhibit to Reliance’s current report on Form 8-K on the date hereof and its incorporation by reference into the Registration Statement. In addition, we consent to the reference to us under the caption “Legal Matters” in the Prospectus. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. Davis Polk & Wardwell LLP, your special counsel, may rely upon this

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opinion in connection with the offering of the Notes and the Guarantees. Except as otherwise set forth in this paragraph, this opinion letter is rendered only to you and is solely for your benefit with the transactions contemplated and this opinion letter may not be used or relied on for any other purpose or by any other person without our prior written consent.

Very truly yours,

/s/ Davis Wright Tremaine LLP

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EX-5.7

Exhibit 5.7

durio@dmsfirm.com

April 12, 2013

Reliance Steel & Aluminum Co.

350 South Grand Avenue, Suite 5100

Los Angeles, CA 90071

RE:Aluminum and Stainless, Inc./

Debt Issuance Opinion

Ladies and Gentlemen:

We have acted as special counsel to Aluminum & Stainless, Inc., a Louisiana corporation (the “Company”), and have acted as such in connection with the offering by Reliance Steel & Aluminum Co., a California corporation (“Reliance”), of its 4.500% Senior Notes due 2023 (the “Notes”), pursuant to the registration statement on Form S-3 (File No. 333-187666) (the “Registration Statement”) and the prospectus contained therein filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), as supplemented by the prospectus supplement dated April 9, 2013 relating to the Notes (with the supplement, the “Prospectus”). The Notes will be issued pursuant to an Indenture among Reliance, the subsidiary guarantors named therein (the “Guarantors”) and Wells Fargo Bank, N.A., as trustee (the “Trustee”), dated April 12, 2013, as supplemented by a First Supplemental Indenture thereto dated April 12, 2013 (as supplemented, the “Indenture”). The Notes will be guaranteed by the Company and each of the other Guarantors (the “Guarantees”).

In connection with the opinions expressed below, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Registration Statement, the Prospectus, the Indenture, the Company’s Articles of Incorporation, as amended, and bylaws, and such agreements, documents, certificates and statements of government officials and other papers as we have deemed necessary or advisable as a basis for such opinions.  In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified, conformed, photostatic, electronic or facsimile copies and the authenticity of the originals of such documents.  In making our examination of executed documents and documents to be executed, we have assumed (i) that the parties thereto (other than the Company) had or will have the power, corporate or otherwise, and authority to enter into and perform all obligations thereunder, (ii) the due delivery by such parties of such documents and (iii) that such documents constitute or will constitute valid and binding obligations of such parties.  As to any facts material to the opinions expressed herein, which we have not independently established or verified, we have relied upon statements and representations of officers and representatives of the Company.

Based upon the foregoing, it is our opinion that:

1.The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Louisiana.

2.The Company has the corporate power under the laws of the State of Louisiana to create, enter into and perform its obligations under the Indenture.

3.The Indenture and the Guarantee therein have been duly authorized by the Company and, when (i) the Indenture has been duly authorized, executed and delivered by each other party thereto; (ii) the specific terms of the Notes have been duly established in accordance with the Indenture; and (iii) the Notes have been duly authorized, executed and delivered by Reliance and authenticated by the Trustee in accordance with the applicable Indenture and the applicable underwriting or other agreement against payment therefor, the Guarantee will be a valid and binding obligation of the Company enforceable in accordance with its terms as provided in the Indenture.

The foregoing opinions are limited to the law of the State of Louisiana.  We express no opinion as to the laws of any other state or jurisdiction.

The foregoing opinions are subject to the following qualifications:

1.The opinions expressed above are qualified to the extent that the legality, validity or enforceability against the Company of any provisions of the Indenture or the Guarantee or of any rights granted to you pursuant thereto may be subject to and affected by applicable bankruptcy, insolvency, reorganization, fraudulent transfer or conveyance, equitable subordination, moratorium or other laws affecting the rights of creditors generally.

2.The enforceability of the Company’s obligations under the Indenture and the Guarantee are subject to general principles of equity, including (without limitation) concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether enforceability is considered in a proceeding in equity or at law).

We hereby consent to the filing of this opinion as an exhibit to Reliance’s current report on Form 8-K on the date hereof and its incorporation by reference into the Registration Statement. In addition, we consent to the reference to us under the caption “Legal Matters” in the Prospectus. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.  Davis Polk & Wardwell LLP, special counsel to Reliance, may rely upon this opinion in connection with the offering of the Notes and the Guarantees.

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Sincerely,

/s/ Steven G. Durio

Steven G. Durio

SGD/bws

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EX-5.8

Exhibit 5.8

ATTORNEYS AT LAW 777 EAST WISCONSIN AVENUE MILWAUKEE, WI 53202-5306 414.271.2400 TEL 414.297.4900 FAX foley.com

April 12, 2013

Reliance Steel & Aluminum Co.

350 South Grand Avenue, Suite 5100

Los Angeles, CA  90071

Ladies and Gentlemen:

We have acted as special counsel to McKey Perforating Co., Inc., a Wisconsin corporation (the “Company”), and have acted as such in connection with the offering by Reliance Steel & Aluminum Co., a California corporation (“Reliance”), of its 4.500% Senior Notes due 2023 (the “Notes”), pursuant to the registration statement on Form S-3 (File No. 333-187666) (the “Registration Statement”) and the prospectus contained therein filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), as supplemented by the prospectus supplement dated April 9, 2013 relating to the Notes (with the supplement, the “Prospectus”). The Notes will be issued pursuant to an Indenture among Reliance, the subsidiary guarantors named therein (the “Guarantors”) and Wells Fargo Bank, N.A., as trustee, dated April 12, 2013, as supplemented by a First Supplemental Indenture thereto dated April 12, 2013 (as supplemented, the “Indenture”). The Notes will be guaranteed by the Company and each of the other Guarantors (the “Guarantees”).

In connection with the opinions expressed below, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Registration Statement, the Prospectus, the Indenture, the Company’s articles of incorporation, as amended, and bylaws, and such agreements, documents, certificates and statements of government officials and other papers as we have deemed necessary or advisable as a basis for such opinions.  In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified, conformed, photostatic, electronic or facsimile copies and the authenticity of the originals of such documents.  In making our examination of executed documents and documents to be executed, we have assumed (i) that the parties thereto (other than the Company) had or will have the power, corporate or otherwise, and authority to enter into and perform all obligations thereunder, (ii) the due delivery by such parties of such documents and (iii) that such documents constitute or will constitute valid and binding obligations of such parties.  As to any facts material to the opinions expressed herein, which we have not independently established or verified, we have relied upon statements and representations of officers and representatives of the Company.

Based upon the foregoing, it is our opinion that:

1.The Company is a corporation validly existing under the laws of the State of Wisconsin.

2.The Company has the corporate power under the laws of the State of Wisconsin to create, enter into and perform its obligations under the Indenture.

3.The Indenture and the Guarantee therein have been duly authorized by the Company.

Our opinion in paragraph 1 as to the valid existence of the Company is based solely on a certificate of status of the Wisconsin Department of Financial Institutions, dated April 11, 2013.

We render no opinion herein as to matters involving the laws of any jurisdiction other than the State of Wisconsin.  This opinion is limited to the effect of the current state of the laws of the State of Wisconsin and the facts as they currently exist.  We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.

We hereby consent to the filing of this opinion as an exhibit to Reliance’s current report on Form 8-K on the date hereof and its incorporation by reference into the Registration Statement. In addition, we consent to the reference to us under the caption “Legal Matters” in the Prospectus. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.  Davis Polk & Wardwell LLP, special counsel to Reliance, may rely upon this opinion in connection with the offering of the Notes and the Guarantees.

Very truly yours,

/s/ Foley & Lardner LLP

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EX-5.9

Exhibit 5.9

April 12, 2013

Reliance Steel & Aluminum Co.

350 South Grand Avenue, Suite 5100

Los Angeles, CA 90071

Ladies and Gentlemen:

We have acted as special counsel to Viking Materials, Inc., a Minnesota corporation (the “Company”), and have acted as such in connection with the offering by Reliance Steel & Aluminum Co., a California corporation (“Reliance”), of its 4.500% Senior Notes due 2023 (the “Notes”), pursuant to the registration statement on Form S-3 (File No. 333-187666) (the “Registration Statement”) and the prospectus contained therein filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), as supplemented by the prospectus supplement dated April 9, 2013 relating to the Notes (with the supplement, the “Prospectus”). The Notes are to be issued pursuant to an Indenture among Reliance, the subsidiary guarantors named therein (the “Guarantors”) and Wells Fargo Bank, N.A., as trustee, dated April 12, 2013, as supplemented by a First Supplemental Indenture thereto dated April 12, 2013 (as supplemented, the “Indenture”). The Notes are to be guaranteed by the Company and each of the other Guarantors (the “Guarantees”).

In connection with the opinions expressed below, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Registration Statement, the Prospectus, the Indenture, the Company’s Articles of Incorporation and Bylaws (each as amended to the date hereof, and as certified by an officer of the Company as of the date hereof), and such agreements, documents, certificates and statements of government officials and other papers as we have deemed necessary or advisable as a basis for such opinions.

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified, conformed, photostatic, electronic or facsimile copies and the authenticity of the originals of such documents. As to any facts material to the opinions expressed herein, which we have not independently established or verified, we have relied upon statements and representations of officers and representatives of the Company.

Based upon the foregoing, it is our opinion that:

1.The Company is a corporation validly existing and in good standing under the laws of the State of Minnesota.

2.The Company has the corporate power under the laws of the State of Minnesota to create, enter into and perform its obligations under the Indenture.

3.The Indenture and the Guarantee therein have been duly authorized by all necessary corporate action on the part of the Company.

The foregoing opinions are limited to the laws of the State of Minnesota.  We express no opinion as to the laws of any other state or jurisdiction.

We hereby consent to the filing of this opinion as an exhibit to Reliance’s current report on Form 8-K on the date hereof and its incorporation by reference into the Registration Statement. In addition, we consent to the reference to us under the caption “Legal Matters” in the Prospectus. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.  Davis Polk & Wardwell LLP, special counsel to Reliance, may rely upon this opinion in connection with the offering of the Notes and the Guarantees.

Very truly yours,
FREDRIKSON & BYRON, P.A.
By:	/s/ Melodie R. Rose
	Its Vice President

EX-5.10

Exhibit 5.10

April 12, 2013

Reliance Steel & Aluminum Co.

350 South Grand Avenue, Suite 5100

Los Angeles, CA 90071

Ladies and Gentlemen:

We have acted as special local counsel in the States of Georgia and Illinois and the Commonwealth of Pennsylvania, as applicable, with respect to (i) Chatham Steel Corporation, a Georgia corporation (“Chatham”), Infra-Metals Co., a Georgia corporation (“Infra-Metals”), and Phoenix Corporation, a Georgia corporation (“Phoenix”, and together with Chatham and Infra-Metals, the “Georgia Guarantors”), (ii) Clayton Metals, Inc., an Illinois corporation (“Clayton”), LBT, Inc., an Illinois corporation (“LBT”), Liebovich Bros., Inc., an Illinois corporation (“Liebovich”), and Sugar Steel Corporation, an Illinois corporation (“Sugar Steel”, and together with Clayton, LBT and Liebovich, the “Illinois Guarantors”), and (iii) Allegheny Steel Distributors, Inc., a Pennsylvania corporation (“Allegheny”), Chapel Steel Corp., a Pennsylvania corporation (“Chapel”), Diamond Manufacturing Company, a Pennsylvania corporation (“Diamond”), and Toma Metals, Inc., a Pennsylvania corporation (“Toma”, and together with Allegheny, Chapel and Diamond, the “Pennsylvania Guarantors”) in connection with the Guarantees (defined below) that will be provided by the Georgia Guarantors, the Illinois Guarantors, and the Pennsylvania Guarantors (collectively, the “Opinion Guarantors”) in connection with the offering by Reliance Steel & Aluminum Co., a California corporation (“Reliance”), of its 4.500% Senior Notes due 2023 (the “Notes”), pursuant to the registration statement on Form S-3 (File No. 333-187666) (the “Registration Statement”) and the prospectus contained therein filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), as supplemented by the prospectus supplement dated April 9, 2013 relating to the Notes (with the supplement, the “Prospectus”). The Notes will be issued pursuant to an Indenture among Reliance, the subsidiary guarantors named therein (the “Guarantors”) and Wells Fargo Bank, N.A., as trustee (the “Trustee”), dated April 12, 2013, as supplemented by a First Supplemental Indenture thereto dated April 12, 2013 (as supplemented, the “Indenture”). The Notes will be guaranteed by each of the Opinion Guarantors and the other Guarantors (the “Guarantees”).

A.            Documents Reviewed

In rendering the opinions expressed below, we have examined the originals of, or certified copies of, or otherwise authenticated to our satisfaction, the documents set forth below.  Except as noted or the context implies otherwise, all of the following documents are dated as of the date hereof:

1.             the Indenture;

2.             the Articles of Incorporation of each of the Georgia Guarantors, each certified by the Secretary of State of the State of Georgia on April 1, 2013 (collectively, the “Georgia Articles of Incorporation”);

3.             the Articles of Incorporation of each of the Illinois Guarantors, each certified by the Secretary of State of the State of Illinois on March 27, 2013 (collectively, the “Illinois Articles of Incorporation”);

4.             the Articles of Incorporation of each of the Pennsylvania Guarantors, each  certified by the Secretary of State of the Commonwealth of Pennsylvania on March 29, 2013 (collectively, the “Pennsylvania Articles of Incorporation”, and together with the Georgia Articles of Incorporation and the Illinois Articles of Incorporation, the “Articles of Incorporation”);

5.             the Bylaws of each of the Opinion Guarantors, each certified as of the date hereof by an officer of the applicable Opinion Guarantor (collectively, the “Bylaws”);

6.             a certificate of existence from the Secretary of State of the State of Georgia for each of the Georgia Guarantors, each dated March 25, 2013 and a bring down certificate of existence from the Secretary of State of the State of Georgia for each of the Georgia Guarantors, each dated April 10, 2013 (collectively, the “Georgia Good Standing Certificates”);

7.             a certificate of good standing from the Secretary of State of the State of Illinois for each of the Illinois Guarantors, each dated March 25, 2013 and a bring down certificate of good standing from the Secretary of State of the State of Illinois for each of the Illinois Guarantors, each dated April 10, 2013 (collectively, the “Illinois Good Standing Certificates”);

8.             a certificate of good standing from the Secretary of State of the Commonwealth of Pennsylvania for each of the Pennsylvania Guarantors, each dated March 25, 2013 and a bring down certificate of good standing from the Secretary of State of the Commonwealth of Pennsylvania for each of the Pennsylvania Guarantors, each dated April 10, 2013 (collectively, the “Pennsylvania Good Standing Certificates”, and together with the Georgia Good Standing Certificates and the Illinois Good Standing Certificates, the “Good Standing Certificates”);

9.             resolutions of the Board of Directors of each of the Opinion Guarantors authorizing the transactions contemplated by the Indenture, which resolutions have been certified as of the date hereof by an officer of the applicable Opinion Guarantor, (collectively, the “Resolutions”);

10.          a secretary’s certificate (including an incumbency certificate) of the Guarantors (including the Opinion Guarantors), dated the date hereof, containing certain factual representations and confirming certain matters as well as certifying and attaching copies of the Articles of Incorporation, the Bylaws, the Resolutions, and the Good Standing Certificates; and

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11.          such other documents, certificates and matters of law as we have deemed necessary in connection with the opinions hereinafter set forth.

The documents listed as items 1 through 11 above are sometimes collectively referred to herein as the “Documents”.

B.            Opinions

Based on the foregoing and subject to the assumptions, qualifications and limitations set forth in Section C below, it is our opinion that:

1.             Each of the Georgia Guarantors is validly existing and in good standing in the State of Georgia.

2.             Each of the Illinois Guarantors is validly existing and in good standing in the State of Illinois.

3.             Each of the Pennsylvania Guarantors is validly existing and in good standing in the Commonwealth of Pennsylvania.

4.             Each Georgia Guarantor has the corporate power under the laws of the State of Georgia to enter into and perform its respective obligations under the Indenture.

5.             Each Illinois Guarantor has the corporate power under the laws of the State of Illinois to enter into and perform its respective obligations under the Indenture.

6.           Each Pennsylvania Guarantor has the corporate power under the laws of the Commonwealth of Pennsylvania to enter into and perform its respective obligations under the Indenture.

7.             The execution of the Indenture by each Opinion Guarantor has been duly authorized by all necessary corporate action of each Opinion Guarantor.

8.             The Indenture provides that it shall be construed and enforced in accordance with the substantive laws of the State of New York.  We believe that under applicable Georgia case law, a Georgia court or a federal court sitting in Georgia as the forum state and applying Georgia conflict of law rules should give effect to the designation by the parties of New York law as the governing law with respect to the Indenture unless it were to determine that (i) the State of New York has no substantial relationship to the parties or the transaction or (ii) the result obtained from applying New York law would be contrary to Georgia public policy.

9.             The Indenture contains provisions whereby the parties have agreed that the laws of the State of New York, rather than the laws of the State of Illinois, will govern the Indenture. Except for procedural matters, we believe that under applicable Illinois case law, an Illinois court or a federal court sitting in Illinois as the forum state and applying Illinois conflict of law rules  should give effect to the designation by the parties of New York law as the governing law with respect to the Indenture unless it were to determine that (i) the State of New York has no substantial relationship to the parties or the transaction and there is no other reasonable basis for

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the parties’ choice of New York law or (ii) the State of Illinois or any other state has a materially greater interest than the State of New York in the determination of a particular issue and the application of New York law would be contrary to a fundamental policy of the State of Illinois or such other state.

10.          The Indenture contains provisions whereby the parties have agreed that the laws of the State of New York, rather than the laws of the Commonwealth of Pennsylvania, will govern the Indenture. Except for procedural matters, we believe that under applicable Pennsylvania case law, a Pennsylvania court or a federal court sitting in the Commonwealth of Pennsylvania as the forum state and applying Pennsylvania conflict of law rules should give effect to the designation by the parties of New York law as the governing law with respect to the Indenture unless it were to determine that (i) the State of New York has no substantial relationship to the parties or the transaction and there is no other reasonable basis for the parties’ choice of New York law or (ii) the Commonwealth of Pennsylvania or any other state has a materially greater interest than the State of New York in the determination of a particular issue and the application of New York law would be contrary to a fundamental policy of the Commonwealth of Pennsylvania or such other state.

C.            Assumptions, Qualifications and Limitations

The opinions set forth in this letter are subject to the following assumptions, qualifications and limitations:

1.             With respect to our opinions in paragraphs 1, 2 and 3 regarding the good standing of the Opinion Guarantors, we have relied solely on the Good Standing Certificates.

2.             The enforceability of the Indenture in accordance with its terms is subject: (i) to the effect of any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other laws affecting creditors’ rights generally; (ii) to general principles of equity, whether applied by a court of law or equity, including the exercise of discretionary powers by any court before which specific performance, injunctive relief, the appointment of a receiver or other traditional equitable remedies may be sought; (iii) to other applicable laws and judicial decisions limiting such enforceability; provided, that such equitable principles and other laws and judicial decisions referred to above do not render the Indenture invalid as a whole, and there exist, in the Indenture or pursuant to applicable law, legally adequate remedies for realization of the principal benefits intended to be provided by the Indenture, subject to the economic consequences of any delay which may result from such laws or judicial decisions; and (iv) to qualifications to the extent of the enforceability of any provisions of the Indenture that provide that the assertion or employment of any right or remedy shall not prevent the concurrent assertion or employment of any other right or remedy, or that each and every remedy shall be cumulative and in addition to every other remedy, or that any delay or omission to exercise any right or remedy shall not impair any other right or remedy or constitute a waiver thereof.

3.             We express no opinion with respect to the validity or enforceability of the following provisions to the extent that they are contained in the Indenture:  (i) provisions releasing, exculpating or exempting a party from, or requiring indemnification or contribution of a party for, liability for its own willful, reckless or criminal acts, or negligence or failure to act in

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good faith or in accordance with the standards of reasonableness or to the extent that the same are inconsistent with the public policy underlying any law, rule or regulation; (ii) provisions purporting to waive, subordinate or not give effect to rights to notice, demands, legal defenses or other rights or benefits that cannot be waived, subordinated or rendered ineffective under applicable law; (iii) provisions restricting access to courts or purporting to affect the jurisdiction or venue of courts; (iv) provisions purporting to exclude conflicts-of-law rules; (v) provisions providing that decisions by a party are conclusive or may be made in its sole discretion; (vi) provisions permitting modifications or waiver thereof only by means of an agreement signed in writing by the parties thereto; (vii) provisions imposing penalties or forfeitures or any late charges, prepayment penalties, default interest or other similar provisions which may be deemed to constitute penalties; (viii) provisions allowing any party to declare indebtedness due and payable without notice (as some courts have held that acceleration may not be made except by an unequivocal act of the holder evidencing acceleration, which may include notice to the debtor); (ix) specific performance of provisions covenanting to take action the taking of which is discretionary with or subject to the approval of a third party (other than a subsidiary) or which is otherwise subject to contingencies the fulfillment of which are not within the control of the parties so covenanting; and (x) provisions providing for specific performance and appointment of a receiver.

4.             In addition to the foregoing general caveats regarding the effect of bankruptcy or insolvency laws on the enforceability of the Indenture, we express no opinion with respect to the possible effect of Sections 544, 547, 548 and 550 of the U.S. Bankruptcy Code on the validity or enforceability of any guaranties granted to guarantee the obligations of another person that is not directly or indirectly owned in whole or in part by the person granting the guaranty.

5.             We express no opinion regarding the creation, perfection or priority of any security interests in any real or personal property.

6.             We express no opinion herein as to the validity, enforceability or legality of the provisions of the Indenture pertaining to late charges or fees, forfeitures, liquidated or other pre-measured damages or limitations thereon, or any prepayment premiums or charges.

7.             We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures not witnessed by us, the legal capacity of natural persons and the conformity to authentic original documents of all documents submitted to us as copies.  We have also assumed that the Indenture reviewed by us contains the entire agreement of the parties with respect to the transactions contemplated thereby and that there are no other oral or written agreements between the parties that would modify the Indenture.

8.             Except for the Opinion Guarantors, we have assumed that each other party to the Indenture has the requisite power and authority to enter into and perform its respective obligations under the Indenture and has duly authorized and executed and delivered the Indenture, and that such Indenture is valid, binding and enforceable against such other parties.

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9.             We have not made an independent review of any contract or agreement which may have been executed by or which may now be binding upon the Opinion Guarantors, except for the Indenture.

10.          As to questions of fact material to our opinions, we have relied upon and assumed the correctness of certificates by public officials and by representatives of the Opinion Guarantors, and the factual representations and warranties set forth in the Documents.  We have no current actual knowledge of whether the certificates, representations and warranties we have relied upon contain any untrue statement of a material fact.

11.          We are attorneys admitted to practice law in the States of Georgia and Illinois, and the Commonwealth of Pennsylvania, and we do not purport to be experts on, or to express any opinion herein concerning, any law other than the laws of the States of Georgia and Illinois, the Commonwealth of Pennsylvania, and the federal laws of the United States of America, nor have we consulted with members of this firm who are admitted in other jurisdictions with respect to the laws of such jurisdictions. Furthermore, we are not opining with respect to or regarding any matters concerning the laws of the State of New York, notwithstanding the selection of such State as the governing law of the Indenture.

12.          This opinion letter is limited to the matters expressly set forth herein, and no opinion is to be implied or may be inferred beyond the matters expressly so stated.  In particular, we have rendered no opinion herein with respect to any: (a) ordinance or regulation requiring any zoning, planning, building, occupancy or other similar approval or permit or any other ordinance or regulation of any county, municipality, township or other political subdivision; (b) pension and employee benefit laws and regulations; (c) federal or state antitrust and unfair competition laws and regulations; (d) federal or state laws or regulations concerning filing or notice requirements (e.g., Hart-Scott-Rodino and Exon-Florio); (e) compliance with fiduciary duty requirements; (f) federal or state environmental laws or regulations; (g) state securities or Blue Sky laws or regulations; (h) federal or state laws or regulations governing the marketing or sale of land, lots, condominiums or mobile homes; (i) federal or state land use and subdivision laws or regulations; (j) federal or state racketeering laws or regulations (e.g., RICO); (k) federal or state health and safety laws or regulations (e.g., OSHA); (l) federal or state labor laws or regulations; (m) federal or state laws, regulations and policies concerning national emergency, possible judicial deference to acts of sovereign states and criminal and civil forfeiture laws; (n) Federal Reserve Board margin regulations; (o) except as expressly provided herein, federal or state laws; or (p) other federal or state statutes of general application to the extent they provide for criminal prosecution (e.g., mail fraud and wire fraud statutes).

13.          As special local counsel to the Opinion Guarantors, our representation of the Opinion Guarantors is necessarily limited to such specific and discrete matters as have been referred to us from time to time by representatives of the Opinion Guarantors.  Accordingly, we do not have, and you should not infer from our representation of the Opinion Guarantors in this particular instance that we have, any knowledge of the Opinion Guarantors’ affairs or transactions other than as expressly set forth in this opinion letter.

14.          The opinions contained in this opinion letter merely constitute expressions of our reasoned professional judgment regarding the matters of law addressed herein and neither

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are intended nor should they be construed as a prediction or guarantee that any court or other public or governmental authority will reach any particular result or conclusion as to the matters of law addressed herein.

15.          The opinions expressed herein are as of the date hereof and are rendered solely in connection with the transactions contemplated herein, and may only be relied upon by the addressees hereof and Davis Polk & Wardwell LLP, special counsel to Reliance, who may rely upon this opinion letter solely in connection with the offering of the Notes and the Guarantees.  In addition, we hereby consent to the filing of this opinion letter as an exhibit to Reliance’s current report on Form 8-K on the date hereof, its incorporation by reference into the Registration Statement and to the reference to us under the heading “Legal Matters” in the Prospectus.  In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Other than as set forth in the preceding paragraph, no other person or entity may rely, in any manner whatsoever, on the opinions contained herein.  Other than as set forth in the preceding paragraph, this opinion letter is not to be used, circulated, quoted or otherwise referred to for any other purpose without our prior written consent.  We assume no obligation to update or supplement such opinions to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

Very truly yours,

/s/ Greenberg Traurig, LLP

GREENBERG TRAURIG, LLP

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EX-5.11

Exhibit 5.11

April 12, 2013

Reliance Steel & Aluminum Co.

350 South Grand Avenue, Suite 5100

Los Angeles, CA 90071

RE: Guarantees by Texas Guarantors

Ladies and Gentlemen:

We have acted as special counsel to Delta Steel, Inc., a Texas corporation (“Delta Steel”), Metals Supply Company, Ltd., a Texas corporation (“Metals Supply”), Precision Flamecutting and Steel, Inc., a Texas corporation (“Precision Flamecutting”), and Sunbelt Steel Texas, Inc., a Texas corporation (“Sunbelt Texas” and, collectively with Delta Steel, Metals Supply and Precision Flamecutting, the “Texas Guarantors”), and have acted as such in connection with the offering by Reliance Steel & Aluminum Co., a California corporation (“Reliance”), of its 4.500% Senior Notes due 2023 (the “Notes”), pursuant to the registration statement on Form S-3 (File No. 333-187666) and the prospectus contained therein filed on April 2, 2013 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), as supplemented by the prospectus supplement dated April 9, 2013 relating to the Notes (as supplemented, the “Prospectus”). The Notes will be issued pursuant to an Indenture among Reliance, the subsidiary guarantors named therein (the “Guarantors”) and Wells Fargo Bank, N.A., as trustee, dated April 12, 2013 (the “Base Indenture”), as supplemented by the First Supplemental Indenture thereto dated April 12, 2013 (together with the Base Indenture, the “Indenture”). The Notes will be guaranteed on an unsecured senior basis (the “Guarantees”) by each of the Guarantors, including the Texas Guarantors.

In connection with the opinions expressed herein, we have examined, among other things, originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement, (ii) the Prospectus, (iii) each Texas Guarantor’s articles of incorporation and bylaws each as amended to the date hereof, (iv) the form of Indenture filed as an exhibit to the Registration Statement, (v) the Indenture (including the Guarantees), (vi) the Notes, (vii) the records of the Texas Guarantors’ corporate proceedings that have occurred prior to the date hereof with respect to the Registration Statement, the Notes and the Guarantees, and (viii) such agreements, documents, certificates and statements of government officials and other papers as we have deemed necessary or advisable as a basis for such opinions. In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified, conformed, photostatic, electronic or facsimile copies and the authenticity of the originals of such documents. We have also reviewed such questions of law as we have deemed necessary or appropriate. As to matters of fact relevant to the opinions expressed herein, and as to factual matters arising in connection with our examination of corporate documents,

Vinson & Elkins LLP  Attorneys at Law Abu Dhabi  Austin  Beijing  Dallas  Dubai  Hong Kong  Houston  London  Moscow New York  Palo Alto  Riyadh  San Francisco  Shanghai  Tokyo  Washington 1001 Fannin Street, Suite 2500 Houston, TX 77002-6760 Tel +1.713.758.2222  Fax +1.713.758.2346  www.velaw.com

records and other documents and writings, we relied upon certificates and other communications of corporate officers of the Texas Guarantors without further investigation as to the facts set forth therein.

In connection with this opinion, including our examination of executed documents and documents to be executed, we have assumed (i) that the parties to the Indenture (other than the Texas Guarantors) had or will have the power, corporate or otherwise, and authority to enter into and perform all obligations thereunder, and (ii) the due delivery of the Indenture by all parties thereto.

Based upon the foregoing, it is our opinion that:

1.Each of the Texas Guarantors is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas.

2.Each of the Texas Guarantors has the corporate power under the laws of the State of Texas to create, enter into and perform its obligations under the Indenture.

3.The Indenture and the Guarantees contained therein have been duly authorized by each of the Texas Guarantors.

The foregoing opinions are limited to the laws of the State of Texas. We express no opinion as to the laws of any other state or jurisdiction. With respect to the opinions expressed in paragraph 1 above as to the good standing as a corporation of each of the Texas Guarantors, we have based such opinions solely upon certificates of good standing or oral confirmations thereof provided by public officials of the State of Texas.

We hereby consent to the filing of this opinion as an exhibit to Reliance’s current report on Form 8-K on the date hereof and its incorporation by reference into the Registration Statement. In addition, we consent to the reference to us under the caption “Legal Matters” in the Prospectus. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. Davis Polk & Wardwell LLP, special counsel to Reliance, may rely upon this opinion in connection with the offering of the Notes and the Guarantees.

Very truly yours,

/s/ Vinson & Elkins LLP

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