Exhibit 4.9


 


STEEL DYNAMICS, INC.,


 


as Issuer


 


and


 


SDI INVESTMENT
COMPANY,


STEEL DYNAMICS
SALES NORTH AMERICA, INC.,


NEW MILLENNIUM
BUILDING SYSTEMS, LLC,


STEEL HOLDINGS,
INC.,


STEEL DYNAMICS
FERROUS RESOURCES, LLC,


ROANOKE ELECTRIC
STEEL CORPORATION,


NEW MILLENNIUM
BUILDING SYSTEMS, INC.,


SOCAR OF OHIO,
INC.,


RESCO STEEL
PRODUCTS CORPORATION,


ROANOKE TECHNICAL
TREATMENT & SERVICES, INC.,


SHREDDED PRODUCTS,
LLC,


SHREDDED PRODUCTS
II, LLC,


JOHN W. HANCOCK,
JR., LLC,


STEEL OF WEST
VIRGINIA, INC.,


STEEL VENTURES,
INC.,


SWVA, INC.,


MARSHALL STEEL,
INC.,


THE TECHS
HOLDINGS, INC. and


THE TECHS
INDUSTRIES, INC.


as


 


Initial Subsidiary Guarantors


 


and


 


Wells Fargo Bank, National
Association


 


as Trustee


 






 


Indenture


 


Dated as of October 12, 2007


 






 


73/8 %
Senior Notes due 2012


 

















 


CROSS-REFERENCE
TABLE


 


	
  TIA Sections

  	
   

  	
  Indenture Sections

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  § 310

  	
  (a)(1)

  	
   

  	
  7.10

  	
   

  
	
   

  	
  (a)(2)

  	
   

  	
  7.10

  	
   

  
	
   

  	
  (b)

  	
   

  	
  7.03; 7.08

  	
   

  
	
  § 311

  	
  (a)

  	
   

  	
  7.03

  	
   

  
	
   

  	
  (b)

  	
   

  	
  7.03

  	
   

  
	
  § 312

  	
  (a)

  	
   

  	
  2.04

  	
   

  
	
   

  	
  (b)

  	
   

  	
  11.02

  	
   

  
	
   

  	
  (c)

  	
   

  	
  11.02

  	
   

  
	
  § 313

  	
  (a)

  	
   

  	
  7.06

  	
   

  
	
   

  	
  (b)(2)

  	
   

  	
  7.07

  	
   

  
	
   

  	
  (c)

  	
   

  	
  7.05; 7.06; 11.02

  	
   

  
	
   

  	
  (d)

  	
   

  	
  7.06

  	
   

  
	
  § 314

  	
  (a)

  	
   

  	
  4.11; 11.02

  	
   

  
	
   

  	
  (a)(4)

  	
   

  	
  4.10; 11.02

  	
   

  
	
   

  	
  (c)(1)

  	
   

  	
  11.03

  	
   

  
	
   

  	
  (c)(2)

  	
   

  	
  11.03

  	
   

  
	
   

  	
  (e)

  	
   

  	
  4.10; 11.04

  	
   

  
	
  § 315

  	
  (a)

  	
   

  	
  7.02

  	
   

  
	
   

  	
  (b)

  	
   

  	
  7.05; 11.02

  	
   

  
	
   

  	
  (c)

  	
   

  	
  7.01

  	
   

  
	
   

  	
  (d)

  	
   

  	
  7.02

  	
   

  
	
   

  	
  (e)

  	
   

  	
  6.11

  	
   

  
	
  § 316

  	
  (a)(1)(A)

  	
   

  	
  6.05

  	
   

  
	
   

  	
  (a)(1)(B)

  	
   

  	
  6.04

  	
   

  
	
   

  	
  (b)

  	
   

  	
  6.07

  	
   

  
	
   

  	
  (c)

  	
   

  	
  9.03

  	
   

  
	
  § 317

  	
  (a)(1)

  	
   

  	
  6.08

  	
   

  
	
   

  	
  (a)(2)

  	
   

  	
  6.09

  	
   

  
	
   

  	
  (b)

  	
   

  	
  2.05

  	
   

  
	
  § 318

  	
  (a)

  	
   

  	
  11.01

  	
   

  
	
   

  	
  (c)

  	
   

  	
  11.01

  	
   

  
						



 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE ONE

  
	
  DEFINITIONS AND INCORPORATION
  BY REFERENCE

  
	
   

  	
   

  	
   

  
	
  SECTION
  1.01.

  	
  Definitions.

  	
  1

  
	
   

  	
   

  	
   

  
	
  SECTION
  1.02.

  	
  Incorporation
  by Reference of Trust Indenture Act

  	
  11

  
	
   

  	
   

  	
   

  
	
  SECTION
  1.03.

  	
  Rules of
  Construction

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE TWO

  
	
  THE NOTES

  
	
   

  	
   

  	
   

  
	
  SECTION
  2.01.

  	
  Form and
  Dating

  	
  12

  
	
   

  	
   

  	
   

  
	
  SECTION
  2.02.

  	
  Restrictive
  Legends

  	
  13

  
	
   

  	
   

  	
   

  
	
  SECTION
  2.03.

  	
  Execution,
  Authentication and Denominations

  	
  15

  
	
   

  	
   

  	
   

  
	
  SECTION
  2.04.

  	
  Registrar
  and Paying Agent

  	
  16

  
	
   

  	
   

  	
   

  
	
  SECTION
  2.05.

  	
  Paying Agent
  to Hold Money in Trust

  	
  16

  
	
   

  	
   

  	
   

  
	
  SECTION
  2.06.

  	
  Transfer and
  Exchange

  	
  17

  
	
   

  	
   

  	
   

  
	
  SECTION
  2.07.

  	
  Book-Entry
  Provisions for Global Notes

  	
  18

  
	
   

  	
   

  	
   

  
	
  SECTION
  2.08.

  	
  Special
  Transfer Provisions

  	
  19

  
	
   

  	
   

  	
   

  
	
  SECTION
  2.09.

  	
  Replacement
  Notes

  	
  22

  
	
   

  	
   

  	
   

  
	
  SECTION
  2.10.

  	
  Outstanding
  Notes

  	
  22

  
	
   

  	
   

  	
   

  
	
  SECTION
  2.11.

  	
  Temporary
  Notes

  	
  23

  
	
   

  	
   

  	
   

  
	
  SECTION
  2.12.

  	
  Cancellation

  	
  23

  
	
   

  	
   

  	
   

  
	
  SECTION
  2.13.

  	
  CUSIP
  Numbers

  	
  23

  
	
   

  	
   

  	
   

  
	
  SECTION
  2.14.

  	
  Defaulted
  Interest

  	
  23

  
	
   

  	
   

  	
   

  
	
  SECTION
  2.15.

  	
  Issuance of
  Additional Notes

  	
  24

  
				



 


i

















 


	
  ARTICLE THREE

  
	
  REDEMPTION

  
	
   

  	
   

  	
   

  
	
  SECTION
  3.01.

  	
  Right of
  Redemption

  	
  24

  
	
   

  	
   

  	
   

  
	
  SECTION
  3.02.

  	
  Notices to
  Trustee

  	
  24

  
	
   

  	
   

  	
   

  
	
  SECTION
  3.03.

  	
  Selection of
  Notes to Be Redeemed

  	
  24

  
	
   

  	
   

  	
   

  
	
  SECTION
  3.04.

  	
  Notice of
  Redemption

  	
  24

  
	
   

  	
   

  	
   

  
	
  SECTION
  3.05.

  	
  Effect of
  Notice of Redemption

  	
  25

  
	
   

  	
   

  	
   

  
	
  SECTION
  3.06.

  	
  Deposit of
  Redemption Price

  	
  26

  
	
   

  	
   

  	
   

  
	
  SECTION
  3.07.

  	
  Payment of
  Notes Called for Redemption

  	
  26

  
	
   

  	
   

  	
   

  
	
  SECTION
  3.08.

  	
  Notes
  Redeemed in Part

  	
  26

  
	
   

  	
   

  	
   

  
	
  ARTICLE FOUR

  
	
  COVENANTS

  
	
   

  	
   

  	
   

  
	
  SECTION
  4.01.

  	
  Payment of
  Notes

  	
  26

  
	
   

  	
   

  	
   

  
	
  SECTION
  4.02.

  	
  Maintenance
  of Office or Agency

  	
  27

  
	
   

  	
   

  	
   

  
	
  SECTION 4.03.

  	
  Limitation on Liens

  	
  27

  
	
   

  	
   

  	
   

  
	
  SECTION
  4.04.

  	
  Limitation
  on Sale-Leaseback Transactions

  	
  29

  
	
   

  	
   

  	
   

  
	
  SECTION
  4.05.

  	
  Repurchase
  of Notes upon a Change of Control

  	
  29

  
	
   

  	
   

  	
   

  
	
  SECTION 4.06.

  	
  Existence

  	
  29

  
	
   

  	
   

  	
   

  
	
  SECTION 4.07.

  	
  Payment of
  Taxes and Other Claims

  	
  30

  
	
   

  	
   

  	
   

  
	
  SECTION
  4.08.

  	
  Maintenance
  of Properties and Insurance

  	
  30

  
	
   

  	
   

  	
   

  
	
  SECTION
  4.09.

  	
  Notice of
  Defaults

  	
  30

  
	
   

  	
   

  	
   

  
	
  SECTION 4.10.

  	
  Compliance Certificates

  	
  31

  
	
   

  	
   

  	
   

  
	
  SECTION
  4.11.

  	
  Commission
  Reports and Reports to Holders.

  	
  31

  
	
   

  	
   

  	
   

  
	
  SECTION
  4.12.

  	
  Waiver of
  Stay, Extension or Usury Laws

  	
  31

  
	
   

  	
   

  	
   

  
	
  SECTION
  4.13.

  	
  Issuance of
  Subsidiary Guarantees

  	
  31

  
	
   

  	
   

  	
   

  
	
  SECTION
  4.14.

  	
  Additional Interest
  Notice

  	
  31

  



 


ii

















 


	
  ARTICLE FIVE

  
	
  SUCCESSOR CORPORATION

  
	
   

  	
   

  	
   

  
	
  SECTION
  5.01.

  	
  When Company
  or Guarantors May Merge, Etc.

  	
  32

  
	
   

  	
   

  	
   

  
	
  SECTION
  5.02.

  	
  Successor
  Substituted

  	
  33

  
	
   

  	
   

  	
   

  
	
  ARTICLE SIX

  
	
  DEFAULT AND REMEDIES

  
	
   

  	
   

  	
   

  
	
  SECTION
  6.01.

  	
  Events of
  Default

  	
  33

  
	
   

  	
   

  	
   

  
	
  SECTION 6.02.

  	
  Acceleration

  	
  35

  
	
   

  	
   

  	
   

  
	
  SECTION 6.03.

  	
  Other
  Remedies

  	
  35

  
	
   

  	
   

  	
   

  
	
  SECTION
  6.04.

  	
  Waiver of
  Past Defaults

  	
  35

  
	
   

  	
   

  	
   

  
	
  SECTION
  6.05.

  	
  Control by
  Majority

  	
  36

  
	
   

  	
   

  	
   

  
	
  SECTION 6.06.

  	
  Limitation on Suits

  	
  36

  
	
   

  	
   

  	
   

  
	
  SECTION 6.07.

  	
  Rights of
  Holders to Receive Payment

  	
  36

  
	
   

  	
   

  	
   

  
	
  SECTION
  6.08.

  	
  Collection
  Suit by Trustee

  	
  37

  
	
   

  	
   

  	
   

  
	
  SECTION
  6.09.

  	
  Trustee May
  File Proofs of Claim

  	
  37

  
	
   

  	
   

  	
   

  
	
  SECTION
  6.10.

  	
  Priorities

  	
  37

  
	
   

  	
   

  	
   

  
	
  SECTION
  6.11.

  	
  Undertaking
  for Costs

  	
  38

  
	
   

  	
   

  	
   

  
	
  SECTION
  6.12.

  	
  Restoration of
  Rights and Remedies

  	
  38

  
	
   

  	
   

  	
   

  
	
  SECTION
  6.13.

  	
  Rights and
  Remedies Cumulative

  	
  38

  
	
   

  	
   

  	
   

  
	
  SECTION
  6.14.

  	
  Delay or
  Omission Not Waiver

  	
  38

  
	
   

  	
   

  	
   

  
	
  ARTICLE SEVEN

  
	
  TRUSTEE

  
	
   

  	
   

  	
   

  
	
  SECTION
  7.01.

  	
  General

  	
  38

  
	
   

  	
   

  	
   

  
	
  SECTION
  7.02.

  	
  Certain
  Rights of Trustee

  	
  39

  
	
   

  	
   

  	
   

  
	
  SECTION
  7.03.

  	
  Individual
  Rights of Trustee

  	
  40

  
	
   

  	
   

  	
   

  
	
  SECTION
  7.04.

  	
  Trustee’s
  Disclaimer

  	
  41

  



 


iii

















 


	
  SECTION
  7.05.

  	
  Notice of
  Default

  	
  41

  
	
   

  	
   

  	
   

  
	
  SECTION
  7.06.

  	
  Reports by
  Trustee to Holders

  	
  41

  
	
   

  	
   

  	
   

  
	
  SECTION
  7.07.

  	
  Compensation
  and Indemnity

  	
  41

  
	
   

  	
   

  	
   

  
	
  SECTION
  7.08.

  	
  Replacement
  of Trustee

  	
  42

  
	
   

  	
   

  	
   

  
	
  SECTION
  7.09.

  	
  Successor
  Trustee by Merger, Etc.

  	
  43

  
	
   

  	
   

  	
   

  
	
  SECTION
  7.10.

  	
  Eligibility

  	
  43

  
	
   

  	
   

  	
   

  
	
  SECTION
  7.11.

  	
  Money Held
  in Trust

  	
  43

  
	
   

  	
   

  	
   

  
	
  ARTICLE EIGHT

  
	
  DISCHARGE OF INDENTURE

  
	
   

  	
   

  	
   

  
	
  SECTION
  8.01.

  	
  Termination
  of Company’s Obligations

  	
  43

  
	
   

  	
   

  	
   

  
	
  SECTION
  8.02.

  	
  Defeasance
  and Discharge of Indenture

  	
  44

  
	
   

  	
   

  	
   

  
	
  SECTION
  8.03.

  	
  Defeasance
  of Certain Obligations

  	
  46

  
	
   

  	
   

  	
   

  
	
  SECTION
  8.04.

  	
  Application
  of Trust Money

  	
  48

  
	
   

  	
   

  	
   

  
	
  SECTION
  8.05.

  	
  Repayment to
  Company

  	
  48

  
	
   

  	
   

  	
   

  
	
  SECTION
  8.06.

  	
  Reinstatement

  	
  48

  
	
   

  	
   

  	
   

  
	
  ARTICLE NINE

  
	
  AMENDMENTS, SUPPLEMENTS AND
  WAIVERS

  
	
   

  	
   

  	
   

  
	
  SECTION
  9.01.

  	
  Without
  Consent of Holders

  	
  49

  
	
   

  	
   

  	
   

  
	
  SECTION
  9.02.

  	
  With Consent
  of Holders

  	
  49

  
	
   

  	
   

  	
   

  
	
  SECTION
  9.03.

  	
  Revocation
  and Effect of Consent

  	
  50

  
	
   

  	
   

  	
   

  
	
  SECTION
  9.04.

  	
  Notation on
  or Exchange of Notes

  	
  51

  
	
   

  	
   

  	
   

  
	
  SECTION
  9.05.

  	
  Trustee to
  Sign Amendments, Etc.

  	
  51

  
	
   

  	
   

  	
   

  
	
  SECTION
  9.06.

  	
  Conformity
  with Trust Indenture Act

  	
  51

  
	
   

  	
   

  	
   

  
	
  ARTICLE TEN

  
	
  GUARANTEE OF NOTES

  
	
   

  	
   

  	
   

  
	
  SECTION
  10.01.

  	
  Note
  Guarantee

  	
  51

  



 


iv

















 


	
  SECTION
  10.02.

  	
  Obligations
  Unconditional

  	
  54

  
	
   

  	
   

  	
   

  
	
  SECTION
  10.03.

  	
  Release of
  Note Guarantees

  	
  54

  
	
   

  	
   

  	
   

  
	
  SECTION
  10.04.

  	
  Notice to
  Trustee

  	
  54

  
	
   

  	
   

  	
   

  
	
  SECTION
  10.05.

  	
  This Article
  Not to Prevent Events of Default

  	
  54

  
	
   

  	
   

  	
   

  
	
  ARTICLE ELEVEN

  
	
  MISCELLANEOUS

  
	
   

  	
   

  	
   

  
	
  SECTION
  11.01.

  	
  Trust
  Indenture Act of 1939

  	
  55

  
	
   

  	
   

  	
   

  
	
  SECTION
  11.02.

  	
  Notices

  	
  55

  
	
   

  	
   

  	
   

  
	
  SECTION
  11.03.

  	
  Certificate
  and Opinion as to Conditions Precedent

  	
  56

  
	
   

  	
   

  	
   

  
	
  SECTION
  11.04.

  	
  Statements
  Required in Certificate or Opinion

  	
  56

  
	
   

  	
   

  	
   

  
	
  SECTION
  11.05.

  	
  Rules by
  Trustee, Paying Agent or Registrar

  	
  57

  
	
   

  	
   

  	
   

  
	
  SECTION
  11.06.

  	
  Payment Date
  Other Than a Business Day

  	
  57

  
	
   

  	
   

  	
   

  
	
  SECTION
  11.07.

  	
  Governing
  Law

  	
  57

  
	
   

  	
   

  	
   

  
	
  SECTION
  11.08.

  	
  No Adverse
  Interpretation of Other Agreements

  	
  57

  
	
   

  	
   

  	
   

  
	
  SECTION
  11.09.

  	
  No Recourse
  Against Others

  	
  57

  
	
   

  	
   

  	
   

  
	
  SECTION 11.10.

  	
  Successors

  	
  57

  
	
   

  	
   

  	
   

  
	
  SECTION
  11.11.

  	
  Duplicate
  Originals

  	
  57

  
	
   

  	
   

  	
   

  
	
  SECTION
  11.12.

  	
  Separability

  	
  57

  
	
   

  	
   

  	
   

  
	
  SECTION
  11.13.

  	
  Table of
  Contents, Headings, Etc.

  	
  58

  
	
   

  	
   

  	
   

  
	
  SECTION
  11.14.

  	
  Force
  Majeure

  	
  58

  



 


v

















 


	
  EXHIBIT A

  	
  Form of Note

  	
  A-1

  
	
  EXHIBIT B

  	
  Form of Certificate

  	
  B-1

  
	
  EXHIBIT C

  	
  Form of Certificate to Be Delivered in Connection
  with Transfers Pursuant to Non-QIB Accredited Investors

  	
  C-1

  
	
  EXHIBIT D

  	
  Form of Certificate to Be Delivered in Connection
  with Transfers Pursuant to Regulation S

  	
  D-1

  



 


vi

















 


INDENTURE, dated as of October 12, 2007 between STEEL
DYNAMICS, INC., an Indiana corporation (the “Company”), the Initial
Subsidiary Guarantors (as defined herein), and Wells Fargo Bank, National
Association, a national banking association, as trustee (the “Trustee”).


 


RECITALS


 


The Company has duly authorized the execution and
delivery of this Indenture to provide for the issuance initially of up to
$700,000,000 aggregate principal amount of the Company’s 73/8  % Senior Notes due 2012 (the “Notes”)
issuable as provided in this Indenture. All things necessary to make this
Indenture a valid agreement of the Company and the Initial Subsidiary
Guarantors, in accordance with its terms, have been done, and the Company has
done all things necessary to make the Notes, when executed by the Company and
authenticated and delivered by the Trustee hereunder and duly issued by the
Company, valid obligations of the Company as hereinafter provided.


 


This Indenture is subject to, and shall be governed
by, the provisions of the Trust Indenture Act of 1939, as amended, that are
required to be a part of and to govern indentures qualified under the Trust
Indenture Act of 1939, as amended.


 


AND THIS INDENTURE FURTHER WITNESSETH


 


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


 


ARTICLE ONE

DEFINITIONS AND INCORPORATION BY REFERENCE


 


SECTION
1.01.          Definitions.


 


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


 


“Agent” means any Registrar, Co-Registrar,
Paying Agent or authenticating agent.


 


“Agent Members” has the meaning provided in
Section 2.07(a).


 


“Attributable Debt”
in respect of any Sale and Leaseback Transaction, means, as of the time of
determination, the total obligation (discounted to present value at the rate
per annum equal to the discount rate which would be applicable to a capital
lease obligation with like term in accordance with GAAP) of the lessee for
rental payments (other than amounts required 


 

















 


to be paid on account of
property taxes, maintenance, repairs, insurance, water rates and other items
which do not constitute payments for property rights) during the remaining
portion of the initial term of the lease included in such Sale and Leaseback
Transaction.


 


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


 


“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 except a Saturday,
Sunday or other day on which commercial banks in The City of New York or in the
city of the Corporate Trust Office of the Trustee are authorized by law to close.


 


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


 


“Change of Control” means such time as:


 


(i)            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) of the Exchange Act);


 


(ii)           a “person” or “group”
(within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act) becomes
the ultimate “beneficial owner” (as defined in Rule 13d-3 under the Exchange
Act) of more than 50% of the total voting power of the Voting Stock of the
Company on a fully diluted basis;


 


(iii)          the adoption of a plan
relating to the liquidation or dissolution of the Company;


 


(iv)          individuals who on the
Closing Date constitute the Board of Directors (together with any new directors
whose election by the Board of Directors or whose nomination by the Board of
Directors for election by the Company’s stockholders was approved by a vote of
at least two-thirds of the members of the Board of Directors then in office who
either were members of the Board of Directors on the Closing Date or whose election
or nomination for election was previously so approved) cease for any reason to
constitute a majority of the members of the Board of Directors then in office;
or


 


(v)           the Company
consolidates with, or merges with or into, any Person or any Person consolidates
with, or merges into the Company, in any such event pursuant to a transaction
in which any of the outstanding Voting Stock of the Company or such other
Person is converted into or exchanged for cash, securities or other property,
other than any such transaction where (A) the Voting Stock of the Company
outstanding 


 


2

















 


immediately prior to such
transaction is converted into or exchanged for Voting Stock of the surviving or
transferee Person constituting a majority of the outstanding shares of such
Voting Stock of such surviving or transferee Person (immediately after giving
effect to such issuance) and (B) immediately after such transaction, no “person”
or “group” (as such terms are used in Section 13(d) and 14(d) of the Exchange
Act) becomes, directly or indirectly, the “beneficial owner” (as defined in
Rule 13d-3 under the Exchange Act) of 50% or more of the voting power of the
Voting Stock of the surviving or transferee Person.


 


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


 


“Commission” means the Securities and Exchange
Commission, as from time to time constituted, created under the Exchange Act
or, if at any time after the execution of this Indenture such Commission is not
existing and performing the duties now assigned to it under the TIA, then the
body performing such duties at such time.


 


“Company” means the party named as such in the
first paragraph of this Indenture until a successor replaces it pursuant to
Article Five of this Indenture and thereafter means the successor.


 


“Company Order” means a written request or
order signed in the name of the Company (i) by its Chairman, a Vice Chairman,
its President or a Vice President and (ii) by its Treasurer, an Assistant
Treasurer, its Secretary or an Assistant Secretary and delivered to the
Trustee; provided, however, that
such written request or order may be signed by any two of the officers or
directors listed in clause (i) above in lieu of being signed by one of such
officers or directors listed in such clause (i) and one of the officers listed
in clause (ii) above.


 


“Consolidated Tangible Assets” means the total
amount of assets of the Company and its Subsidiaries (less applicable
depreciation, amortization and other valuation reserves), after deducting
therefrom all goodwill, trade names, trademarks, patents, unamortized debt
discount and expense and other like intangibles, all as set forth on the most
recently available quarterly or annual consolidated balance sheet of the
Company and its Subsidiaries, prepared in conformity with GAAP.


 


“Corporate Trust Office” means the designated
office of the Trustee at which the corporate trust business of the Trustee
shall, at any particular time, be administered, which office is, at the date of
this Indenture, located at 230 West Monroe Street, Suite 2900, Chicago, IL
60606; Attention:  Corporate Trust
Services.


 


“Credit Agreement” means the Amended and
Restated Credit Agreement dated as of June 19, 2007, as further amended by
Amendment No. 1 dated as of July 11, 2007 and by Amendment No. 2 dated as of
September 11, 2007, among the Company, as Borrower, certain designated “Initial
Lenders,” National City Bank as Collateral Agent, National City Bank and Wells
Fargo Bank, National Association, as Administrative Agents, Bank of America,
N.A. and National City Bank, as Syndication Agents and Banc of America
Securities LLC and National City Bank, as Joint Lead Arrangers, and the lenders
from time to time party thereto, together 


 


3

















 


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


 


“Credit Facilities” means one or more debt
facilities (including, without limitation, the Credit Agreement), commercial
paper facilities or indentures, in each case with banks or other institutional
lenders or a trustee, providing for revolving credit loans, term loans,
receivables financing (including through the sale of receivables to such
lenders or to special purpose entities formed to borrow from such lenders
against such receivables), letters of credit or issuance of notes, in each
case, as amended, restated, modified, renewed, refunded, replaced or refinanced
in whole or in part from time to time.


 


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


 


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


 


“Event of Default” has the meaning provided in
Section 6.01.


 


“Exchange Act” means the Securities Exchange
Act of 1934, as amended.


 


“Exchange Notes” means any securities of the
Company containing terms identical to the Notes (except that such Exchange
Notes shall be registered under the Securities Act) that are issued and
exchanged for the Notes pursuant to the Registration Rights Agreement and this
Indenture.


 


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


 


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


 


“Funded Debt” means all Indebtedness having a
maturity of more than 12 months from the date as of which the determination is
made or having a maturity of 12 months or less but by its terms being renewable
or extendable beyond 12 months from such date at the option of the borrower,
but excluding any such Indebtedness owed to the Company or a Subsidiary of the
Company.


 


“GAAP” means generally accepted accounting
principles in the United States set forth in the opinions and pronouncements of
the Accounting Principles Board of the American 


 


4

















 


Institute of Certified
Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as
approved by a significant segment of the accounting profession which are in
effect on the Closing Date.


 


“Global Notes” has the meaning provided in
Section 2.01.


 


“Guarantee” means any obligation, contingent or
otherwise, of any Person directly or indirectly guaranteeing any Indebtedness
of any other Person and, without limiting the generality of the foregoing, any
obligation, direct or indirect, contingent or otherwise, of such Person
(1) to purchase or pay (or advance or supply funds for the purchase or
payment of) such Indebtedness of such other Person (whether arising by virtue
of partnership arrangements, or by agreements to keep-well, to purchase assets,
goods, securities or services (unless such purchase arrangements are on arm’s-length
terms and are entered into in the ordinary course of business), to take-or-pay,
or to maintain financial statement conditions or otherwise) or (2) entered
into for purposes of assuring in any other manner the obligee of such
Indebtedness of the payment thereof or to protect such obligee against loss in
respect thereof (in whole or in part); provided
that the term “Guarantee” shall not include endorsements for collection or
deposit in the ordinary course of business. The term “Guarantee” used as a verb
has a corresponding meaning.


 


“Holder” or “Noteholder” means the
registered holder of any Note.


 


“Indebtedness”
means indebtedness for borrowed money.


 


“Indenture” means
this Indenture as originally executed or as it may be amended or supplemented
from time to time by one or more indentures supplemental to this Indenture
entered into pursuant to the applicable provisions of this Indenture.


 


“Initial Subsidiary Guarantors” means SDI
Investment Company, a Delaware corporation, Steel Dynamics Sales North America,
Inc., an Indiana corporation, New Millennium Building Systems, LLC, an Indiana
limited liability company, Steel Holdings, Inc., an Indiana corporation, Steel
Dynamics Ferrous Resources, LLC, an Indiana limited liability company, Roanoke
Electric Steel Corporation, an Indiana corporation, New Millennium Building
Systems, Inc., a South Carolina corporation, Socar of Ohio, Inc., an Ohio corporation,
RESCO Steel Products Corporation, a Virginia corporation, Roanoke Technical
Treatment & Services, Inc., a Virginia corporation, Shredded Products, LLC,
a Virginia limited liability company, Shredded Products II, LLC, an Indiana
limited liability company, John W. Hancock, Jr., LLC, a Virginia limited
liability company, Steel of West Virginia, Inc., a Delaware corporation, Steel
Ventures, Inc., a Delaware corporation, SWVA, Inc., a Delaware corporation,
Marshall Steel, Inc., a Delaware corporation, The Techs Holdings, Inc., a
Delaware corporation, and The Techs Industries, Inc., a Delaware corporation.


 


“Institutional Accredited Investor” means an
institution that is an “accredited investor” as that term is defined in
Rule 501(a)(1), (2), (3) or (7) under the Securities Act.


 


“Interest Payment Date” means each semiannual
interest payment date on February 15 and August 15 of each year, commencing
February 15, 2008.


 


5
















 


“Investment Grade” means (1) BBB- or above, in
the case of S&P (or its equivalent under any successor Rating Categories of
S&P) and Baa3 or above, in the case of Moody’s (or its equivalent under any
successor Rating Categories of Moody’s) or (2) the equivalent in respect of
Rating Categories of any Ratings Agency.


 


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


 


“Mortgage” means, with respect to any property
or assets, any mortgage or deed of trust, pledge, hypothecation, assignment, security
interest, lien, encumbrance, or any other security arrangement of any kind or
nature whatsoever on or with respect to such property or assets (including any
conditional sale or other title retention agreement having substantially the
same economic effect as any of the foregoing).


 


“Net Cash Proceeds” means the proceeds of such
issuance or sale in the form of cash or cash equivalents, including payments in
respect of deferred payment obligations (to the extent corresponding to the
principal, but not interest, component thereof) when received in the form of
cash or cash equivalents and proceeds from the conversion of other property
received when converted to cash or cash equivalents, net of attorney’s fees,
accountants’ fees, underwriters’ or placement agents’ fees, discounts or
commissions and brokerage, consultant and other fees incurred in connection
with such issuance or sale and net of taxes paid or payable as a result
thereof.


 


“Non-U.S. Person” means a person who is not a “U.S.
person” (as defined in Regulation S).


 


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


 


 “Notes”
means any of the securities, as defined in the first paragraph of the recitals
hereof, that are authenticated and delivered under this Indenture. For all
purposes of this Indenture, the term “Notes” shall include the Notes initially
issued on the Closing Date, any Exchange Notes to be issued and exchanged for
any Notes pursuant to the Registration Rights Agreement and this Indenture and
any other Notes issued after the Closing Date under this Indenture. For
purposes of this Indenture, all Notes shall vote together as one series of
Notes under this Indenture.


 


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


 


(i)            that all Notes validly
tendered will be accepted for payment on a pro rata basis;


 


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


 


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


 


6

















 


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


 


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


 


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


 


(vii)         that Holders whose Notes
are being purchased only in part will be issued new Notes equal in principal
amount to the unpurchased portion of the Notes surrendered; provided that each Note purchased and each
new Note issued shall be in a principal amount of $2,000 or integral multiples
of $1,000 in excess thereof.


 


On the Payment Date, the Company shall (a) accept
for payment on a pro rata basis (with such adjustments as needed so that no
Notes purchased in part shall be in an unauthorized denomination) Notes or
portions thereof tendered pursuant to an Offer to Purchase; (b) deposit
with the Paying Agent money sufficient to pay the purchase price of all Notes
or portions thereof so accepted; and (c) deliver, or cause to be delivered,
to the Trustee all Notes or portions thereof so accepted together with an
Officers’ Certificate specifying the Notes or portions thereof accepted for
payment by the Company. The Paying Agent shall promptly mail to the Holders of
Notes so accepted payment in an amount equal to the purchase price, and the
Trustee shall promptly authenticate and mail to such Holders a new Note equal
in principal amount to any unpurchased portion of the Note surrendered; provided that each Note purchased and each
new Note issued shall be in a principal amount of $2,000 or integral multiples
of $1,000 in excess thereof. The Company will publicly announce the results of
an Offer to Purchase as soon as practicable after the Payment Date. The Trustee
shall act as the Paying Agent for an Offer to Purchase. The Company will comply
with Rule 14e-1 under the Exchange Act and any other securities laws and
regulations thereunder to the extent such laws and regulations are applicable,
in the event that the Company is required to repurchase Notes pursuant to an
Offer to Purchase.


 


“Officer” means, with respect to the Company,
(i) the Chairman of the Board, any Vice Chairman of the Board, the Chief
Executive Officer, the President, any Vice President or the Chief Financial
Officer, and (ii) the Treasurer or any Assistant Treasurer, or the Secretary or
any Assistant Secretary.


 


“Officers’ Certificate” means a certificate
signed by one Officer listed in clause (i) of the definition thereof and one
Officer listed in clause (ii) of the definition thereof or two officers listed
in clause (i) of the definition thereof. Each Officers’ Certificate (other than



 


7

















 


certificates provided
pursuant to TIA Section 314(a)(4)) shall include the statements provided
for in TIA Section 314(e).


 


“Offshore Global Note” has the meaning provided
in Section 2.01.


 


“Offshore Physical Notes” has the meaning
provided in Section 2.01.


 


“Operating Property” means any real property,
including any manufacturing plant or warehouse erected thereon, or equipment
located in the United States owned by, or leased to, the Company, or any
Subsidiary of the Company, that has a market value in excess of $50.0 million.


 


“Opinion of Counsel” means a written opinion
signed by legal counsel reasonably acceptable to the Trustee, who may be an
employee of or counsel to the Company, that meets the requirements of Section
11.04. Each such Opinion of Counsel shall include the statements provided for
in TIA Section 314(e).


 


“Paying Agent” has the meaning provided in
Section 2.04, except that, for the purposes of Article Eight, the Paying
Agent shall not be the Company or a Subsidiary of the Company or an Affiliate
of any of them. The term “Paying Agent” includes its successors and
assigns and any additional Paying Agent.


 


“Paying Agent Office” means the designated
office of the Trustee at which the corporate trust paying agent office of the
Trustee shall, at any particular time, be administered, which office is, at the
date of this Indenture, located at 608 Second Avenue South, MAC N9303-121,
Minneapolis, MN 55479; Attention: Corporate Trust Operation.


 


“Payment Date” has the meaning provided in the
definition of Offer to Purchase.


 


“Person” means any individual, corporation,
limited liability company, partnership, joint venture, trust, unincorporated
organization or government or any agency or political subdivision thereof.


 


“Physical Notes” has the meaning provided in
Section 2.01.


 


“principal” of a debt security, including the
Notes, means the principal amount due on the Stated Maturity as shown on such
debt security.


 


“Private Placement Legend” means the legend
initially set forth as the first legend on the Notes in the form set forth in
Section 2.02.


 


“QIB” means a “qualified institutional buyer” as
defined in Rule 144A.


 


“Rating Agencies” means (1) S&P and Moody’s
or (2) if S&P or Moody’s or both of them are not making ratings publicly
available, a nationally recognized U.S. rating agency or agencies, as the case
may be, selected by the Company, which will be substituted for S&P or Moody’s
or both, as the case may be.


 


8

















 


“Rating Category” means (1) with respect to
S&P, any of the following categories (any of which may include a “+” or a “-”:
AAA, AA, A, BBB, BB, B, CCC, CC, C and D (or equivalent successor categories),
(2) with respect to Moody’s, any of the following categories:  Aaa, Aa, A, Baa, Ba, B, Caa, Ca, C and D (or
equivalent successor categories) and (3) the equivalent of any such categories
of S&P or Moody’s used by another Rating Agency, if applicable.


 


“Redemption Date” means, when used with respect
to any Note to be redeemed, the date fixed for such redemption by or pursuant
to this Indenture.


 


“Redemption Price” means, when used with respect
to any Note to be redeemed, the price at which such Note is to be redeemed
pursuant to this Indenture.


 


“Registrar” has the meaning provided in Section
2.04.


 


“Registration Rights Agreement” means the
registration rights agreement among the Company, the Initial Subsidiary
Guarantors, Banc of America Securities LLC, Goldman, Sachs & Co., Morgan
Stanley & Co. Incorporated, NatCity Investments, Inc. and Wells Fargo
Securities, LLC, dated October 12, 2007.


 


“Registration Statement” has the meaning
provided in the Registration Rights Agreement.


 


“Regular Record Date” for the interest payable
on any Interest Payment Date means the February 1 or August 1 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.


 


“Regulation S” means Regulation S under the
Securities Act.


 


“Responsible Officer,” when used with respect
to the Trustee, means any officer of the Trustee in its Corporate Trust Office,
including any vice president, assistant vice president, assistant treasurer, assistant
secretary, trust officer or any other officer of the Trustee who customarily
performs functions similar to those performed by the Persons who at the time
shall be such officers, respectively, with direct responsibility for the
administration of this Indenture and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his or her knowledge of and familiarity with the particular subject.


 


“Restricted Subsidiary” means any Subsidiary of
the Company other than an Unrestricted Subsidiary.


 


 “Rule 144A”
means Rule 144A under the Securities Act.


 


“Sale and Leaseback Transaction” means any
arrangement with any Person providing for the leasing to the Company or any
Subsidiary of the Company of any property or assets, which property or assets
has been or is to be sold or transferred by the Company or any Subsidiary of
the Company to such Person.


 


9

















 


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


 


“Securities Act” means the Securities Act of
1933, as amended.


 


“Security Register” has the meaning provided in
Section 2.04.


 


“Shelf Registration Statement” has the meaning
provided in the Registration Rights Agreement.


 


“Significant Subsidiary” means, at any date of
determination, any Restricted Subsidiary that would constitute a “significant
subsidiary” within the meaning of Article 1 of Regulation S-X of the Securities
Act as in effect on the Closing Date; provided that all references to 10% in
the definition of “significant subsidiary” in Article 1 of Regulation S-X of
the Securities Act shall be deemed to be 7.5%.


 


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


 


“Subsidiary” means any corporation of which at
least a majority of the outstanding stock having by the terms thereof ordinary
voting power for the election of directors of such corporation (irrespective of
whether or not at the time stock of any other class or classes of such
corporation shall have or might have voting power by reason of the happening of
any contingency) is, or other entity of which at least a majority of the common
equity interests are, at the time directly or indirectly owned by the Company,
or by one or more other Subsidiaries of the Company, or by the Company and one
or more other Subsidiaries of the Company.


 


“Subsidiary Guarantor” means each of the
Initial Subsidiary Guarantors and any other Subsidiary of the Company which
provides a Note Guarantee of the Company’s obligations under the Indenture and
the Notes, until such Note Guarantee is released in accordance with the terms
of this Indenture.


 


“TIA” or “Trust
Indenture Act” means the Trust Indenture Act of 1939 (15 U.S. Code
§§ 77aaa-77bbbb), as in effect on the date this Indenture was executed,
except as provided in Section 9.06.


 


“Trustee” means the party named as such in the
first paragraph of this Indenture until a successor replaces it in accordance
with the provisions of Article Seven of this Indenture and thereafter means
such successor.


 


“United States Bankruptcy Code” means the
Bankruptcy Reform Act of 1978, as amended and as codified in Title 11 of the
United States Code, as amended from time to time hereafter, or any successor
federal bankruptcy law.


 


10

















 


“Unrestricted Subsidiary” means STLD Holdings,
Inc., Dynamic Aviation, LLC, Paragon Steel Enterprises, LLC and each of their
respective direct and indirect Subsidiaries; provided,
however, in the event (a) any such Subsidiary Guarantees
Indebtedness of the Company or any Subsidiary Guarantor in an aggregate amount
exceeds $50 million or (b) the Company or any of its Subsidiaries (other than
an Unrestricted Subsidiary) contributes or otherwise transfers (other than a
sale for fair market value) any Operating Property (including shares of stock
of a Subsidiary that owns the Operating Property) to such Subsidiary, in either
case such Subsidiary shall cease to be an Unrestricted Subsidiary and if such
Subsidiary would be a Significant Subsidiary, such Subsidiary will Guarantee
payment of the principal of, premium if any and interest on the Notes.


 


“U.S. Global Notes” has the meaning provided in
Section 2.01.


 


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


 


 “U.S.
Physical Notes” has the meaning provided in Section 2.01.


 


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


 


SECTION 1.02.         Incorporation
by Reference of Trust Indenture Act. Whenever this Indenture refers to a
provision of the TIA, the provision is incorporated by reference in and made a
part of this Indenture. The following TIA terms used in this Indenture have the
following meanings:


 


“indenture securities”
means the Notes;


 


“indenture security
holder” means a Holder or a Noteholder;


 


“indenture to be
qualified” means this Indenture;


 


“indenture trustee”
or “institutional trustee” means the Trustee; and


 


11

















 


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


 


All other TIA terms used in this Indenture that are
defined by the TIA, defined by TIA reference to another statute or defined by a
rule of the Commission and not otherwise defined herein have the meanings
assigned to them therein.


 


SECTION 1.03.      Rules of Construction.    Unless
the context otherwise requires:


 


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


 


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


 


(iii)          “or”
is not exclusive;


 


(iv)          words
in the singular include the plural, and words in the plural include the
singular;


 


(v)           provisions
apply to successive events and transactions;


 


(vi)          “herein,”
“hereof” and other words of similar import refer to this Indenture as a whole
and not to any particular Article, Section or other subdivision;


 


(vii)         all
ratios and computations based on GAAP contained in this Indenture shall be
computed in accordance with the definition of GAAP set forth in Section 1.01;
and


 


(viii)        all
references to Sections or Articles refer to Sections or Articles of this
Indenture unless otherwise indicated.


 


ARTICLE TWO

THE NOTES


 


SECTION 2.01.          Form
and Dating.
The Notes and the Trustee’s certificate of authentication shall be
substantially in the form annexed hereto as Exhibit A with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture. The Notes may have notations, legends or
endorsements required by law, stock exchange agreements to which the Company or
any Subsidiary Guarantor is subject or usage. The Company shall approve the
form of the Notes and any notation, legend or endorsement on the Notes. Each
Note shall be dated the date of its authentication.


 


The terms and provisions contained in the form of the
Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly
made, a part of this Indenture. To the extent applicable, the Company, each
Subsidiary Guarantor and the Trustee, by their execution and delivery of this
Indenture, expressly agree to such terms and provisions and to be bound thereby.


 


12

















 


Notes offered and sold in reliance on Rule 144A shall
be issued initially in the form of one or more permanent Global Notes in
registered form in substantially the form set forth in Exhibit A (the “U.S.
Global Notes”), registered in the name of the nominee of the Depositary,
deposited with the Trustee, as custodian for the Depositary, duly executed by
the Company and authenticated by the Trustee as hereinafter provided. The
aggregate principal amount of the U.S. Global Notes may from time to time be
increased or decreased by adjustments made on the records of the Trustee, as
custodian for the Depositary or its nominee, in accordance with the
instructions given by the Holder thereof, as hereinafter provided.


 


Notes offered and sold in offshore transactions in
reliance on Regulation S shall be issued initially in the form of one or more
temporary Global Notes in registered form in substantially the form set forth
in Exhibit A (the “Offshore Global Notes”), registered in the name of
the nominee of the Depositary, deposited with the Trustee, as custodian for the
Depositary, duly executed by the Company and authenticated by the Trustee as
hereinafter provided. The aggregate principal amount of the Offshore Global
Notes may from time to time be increased or decreased by adjustments made on
the records of the Trustee, as custodian for the Depositary or its nominee, in
accordance with the instructions given by the Holder thereof, as hereinafter
provided.


 


Notes transferred to Institutional Accredited
Investors pursuant to Section 2.08(a) of this Indenture shall be issued in the
form of permanent certificated Notes in registered form in substantially the
form set forth in Exhibit A (the “U.S. Physical Notes”). Notes issued
pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes
shall be in the form of permanent certificated Notes in registered form
substantially in the form set forth in Exhibit A (the “Offshore Physical
Notes”).


 


The Offshore Physical Notes and U.S. Physical Notes
are sometimes collectively herein referred to as the “Physical Notes.”  The U.S. Global Notes and the Offshore Global
Notes are sometimes referred to herein as the “Global Notes.”


 


The definitive Notes shall be typed, printed,
lithographed or engraved or produced by any combination of these methods 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.


 


SECTION 2.02.      Restrictive Legends. Unless and until a Note is
exchanged for an Exchange Note or sold in connection with an effective
Registration Statement pursuant to the Registration Rights Agreement, (i) each
U.S. Global Note and each U.S. Physical Note shall bear the legend set forth
below on the face thereof and (ii) each Offshore Physical Note and each
Offshore Global Note shall bear the legend set forth below on the face thereof
until at least the 41st day after the Closing Date and receipt by the Company
and the Trustee of a certificate substantially in the form of Exhibit B hereto.


 


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, MAY NOT BE
OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT
OF, U.S. PERSONS EXCEPT AS SET FORTH IN 


 


13

















 


THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE
HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS AN
INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN “INSTITUTIONAL
ACCREDITED INVESTOR”) OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE
IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES
ACT, (2) AGREES THAT IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER
RULE 144(k) UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER
OF THIS NOTE, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO STEEL
DYNAMICS, INC. OR ANY OF ITS SUBSIDIARIES, (B) TO A QUALIFIED INSTITUTIONAL
BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE
THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH
TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS
NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE), AND, IF SUCH
TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES OF LESS THAN
$100,000, AN OPINION OF COUNSEL ACCEPTABLE TO STEEL DYNAMICS, INC. THAT SUCH
TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (D) OUTSIDE THE UNITED
STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE
SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY
RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (F) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT
IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF
THIS NOTE WITHIN THE TIME PERIOD REFERRED TO IN RULE 144(K) UNDER THE
SECURITIES ACT AFTER THE ORIGINAL ISSUANCE OF THE NOTES, THE HOLDER MUST
TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. IF THE PROPOSED TRANSFEREE
IS AN INSTITUTIONAL ACCREDITED INVESTOR OR NON-U.S. PERSON, THE HOLDER MUST,
PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND STEEL DYNAMICS, INC. SUCH
CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY
REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS “OFFSHORE
TRANSACTION”, “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM
BY REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS PROVISIONS
REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN
VIOLATION OF THE FOREGOING RESTRICTION.


 


14

















 


Each Global Note, whether or not an Exchange Note,
shall also bear the following legend on the face thereof:


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY 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 THE NAME OF SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
(AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


 


TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A
SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN SECTION 2.08 OF THE INDENTURE.


 


SECTION 2.03.      Execution, Authentication and
Denominations. Subject
to Article Four and applicable law, the aggregate principal amount of Notes
which may be authenticated and delivered under this Indenture is unlimited. The
Notes shall be executed by two Officers of the Company. The signature of these
Officers on the Notes may be by facsimile or manual signature in the name and
on behalf of the Company.


 


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


 


A Note shall not be valid until the Trustee or
authenticating agent manually signs the certificate of authentication on the
Note. The signature shall be conclusive evidence that the Note has been
authenticated under this Indenture.


 


At any time and from time to time after the execution
of this Indenture, the Trustee or an authenticating agent shall upon receipt of
a Company Order authenticate for original issue Notes in the aggregate
principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an
Officers’ Certificate and an Opinion of Counsel of the Company in connection with
such authentication of Notes. Such Company Order shall specify the amount of
Notes to be authenticated and the date on which the original issue of Notes is
to be authenticated and, in case of an issuance of Notes pursuant to Section
2.15, shall certify that such issuance is in compliance with Article Four.


 


The Trustee may appoint an authenticating agent to
authenticate Notes. An authenticating agent may authenticate Notes whenever the
Trustee may do so. Each reference in 


 


15

















 


this Indenture to
authentication by the Trustee includes authentication by such authenticating
agent. An authenticating agent has the same rights as an Agent to deal with the
Company or any Subsidiary Guarantor or an Affiliate of the Company or any
Subsidiary Guarantor.


 


The Notes shall be issuable only in registered form
without coupons and only in denominations of $2,000 in principal amount and
multiples of $1,000 in excess thereof.


 


SECTION
2.04.          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”),
an office or agency where Notes may be presented for payment (the “Paying
Agent”) and an office or agency where notices and demands to or upon the
Company in respect of the Notes and this Indenture may be served. The Company
shall cause the Registrar to keep a register of the Notes and of their transfer
and exchange (the “Security Register”). The Security Register shall be
in written form or any other form capable of being converted into written form
within a reasonable time. The Company may have one or more co-Registrars and
one or more additional Paying Agents.


 


The Company shall enter into an appropriate agency
agreement with any Agent not a party to this Indenture. The agreement shall
implement the provisions of this Indenture that relate to such Agent. The
Company shall give prompt written notice to the Trustee of the name and address
of any such Agent and any change in the address of such Agent. If the Company
fails to maintain a Registrar, Paying Agent and/or agent for service of notices
and demands, the Company shall appoint the Trustee to act as, and the Trustee
shall act as, such Registrar, Paying Agent and/or agent for service of notices
and demands. The Company may remove any Agent upon written notice to such Agent
and the Trustee; provided that no
such removal shall become effective until (i) the acceptance of an appointment
by a successor Agent to such Agent as evidenced by an appropriate agency
agreement entered into by the Company and such successor Agent and delivered to
the Trustee or (ii) notification to the Trustee that the Trustee shall serve as
such Agent until the appointment of a successor Agent in accordance with clause
(i) of this proviso. The Company, any Subsidiary of the Company, or any
Affiliate of any of them may act as Paying Agent, Registrar or co-Registrar,
and/or agent for service of notice and demands.


 


The Company hereby initially appoints the Trustee as
Registrar, Paying Agent, authenticating agent and agent for service of notice
and demands. The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Holders and shall otherwise comply with TIA § 312(a). If the Trustee
is not the Registrar, the Company shall furnish to the Trustee as of each
Regular Record Date and at such other times as the Trustee may reasonably
request the names and addresses of Holders as they appear in the Security
Register, including the aggregate principal amount of Notes held by each
Holder.


 


SECTION
2.05.          Paying
Agent to Hold Money in Trust. Not later than 11:00 a.m. (New York City
time) on each due date of the principal, premium, if any, and interest on any
Notes, the Company shall deposit with the Paying Agent money in immediately
available funds sufficient to pay such principal, premium, if any, and interest
so becoming 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 the Holders or the Trustee all money held by 


 


16

















 


the Paying Agent for the payment of principal
of, premium, if any, and interest on the Notes (whether such money has been
paid to it by the Company or any other obligor on the Notes), and such Paying
Agent shall promptly notify the Trustee of any default by the Company (or any
other obligor on the Notes) in making any such payment. The Company at any time
may require a Paying Agent to pay all money held by it to the Trustee and
account for any funds disbursed, and the Trustee may at any time during the
continuance of any payment default, upon written request to a Paying Agent,
require such Paying Agent to pay all money held by it to the Trustee and to
account for any funds disbursed. Upon doing so, the Paying Agent shall have no
further liability for the money so paid over to the Trustee. If the Company or
any Subsidiary of the Company or any Affiliate of any of them acts as Paying
Agent, it will, on or before each due date of any principal of, premium, if
any, or interest on the Notes, segregate and hold in a separate trust fund for
the benefit of the Holders a sum of money sufficient to pay such principal,
premium, if any, or interest so becoming due until such sum of money shall be
paid to such Holders or otherwise disposed of as provided in this Indenture,
and will promptly notify the Trustee of its action or failure to act.


 


SECTION 2.06.      Transfer and Exchange. The Notes are issuable only in
registered form. A Holder may transfer a Note only by written application to
the Registrar stating the name of the proposed transferee and otherwise
complying with the terms of this Indenture. No such transfer shall be effected
until, and such transferee shall succeed to the rights of a Holder only upon,
final acceptance and registration of the transfer by the Registrar in the
Security Register. Prior to the registration of any transfer by a Holder as
provided herein, the Company, the Trustee, and any agent of the Company shall
treat the person in whose name the Note is registered as the owner thereof for
all purposes whether or not the Note shall be overdue, and neither the Company,
the Trustee, nor any such agent shall be affected by notice to the contrary. Furthermore,
any Holder of a Global Note shall, by acceptance of such Global Note, agree
that transfers of beneficial interests in such Global Note may be effected only
through a book entry system maintained by the Holder of such Global Note (or
its agent) and that ownership of a beneficial interest in the Note shall be
required to be reflected in a book entry. When Notes are presented to the
Registrar or a co-Registrar with a request to register the transfer or to
exchange them for an equal principal amount of Notes of other authorized
denominations (including an exchange of Notes for Exchange Notes), the
Registrar shall register the transfer or make the exchange as requested if its
requirements for such transactions are met (including that such Notes are duly
endorsed or accompanied by a written instrument of transfer in form
satisfactory to the Trustee and Registrar duly executed by the Holder thereof
or by an attorney who is authorized in writing to act on behalf of the Holder);
provided that no exchanges of
Notes for Exchange Notes shall occur until a Registration Statement shall have
been declared effective by the Commission and that any Notes that are exchanged
for Exchange Notes shall be cancelled by the Trustee. To permit registrations
of transfers and exchanges, the Company shall execute and the Trustee shall
authenticate Notes at the Registrar’s request. No service charge shall be made
for any registration of transfer or exchange or redemption of the Notes, but
the Company may require payment of a sum sufficient to cover any transfer tax
or similar governmental charge payable in connection therewith (other than any
such transfer taxes or other similar governmental charge payable upon exchanges
pursuant to Section 2.11, 3.08 or 9.04).


 


The Registrar shall not be required (i) to issue,
register the transfer of or exchange any Note during a period beginning at the
opening of business 15 days before the day of the 


 


17

















 


mailing of a notice of
redemption of Notes selected for redemption under Section 3.03 and ending at
the close of business on the day of such mailing, or (ii) to register the
transfer of or exchange any Note so selected for redemption in whole or in
part, except the unredeemed portion of any Note being redeemed in part.


 


SECTION
2.07.          Book-Entry
Provisions for Global Notes. The U.S. Global Notes and Offshore Global
Notes initially shall (i) be registered in the name of the Depositary for such
Global Notes or the nominee of such Depositary, (ii) be delivered to the
Trustee as custodian for such Depositary and (iii) bear legends as set forth in
Section 2.02.


 


(a)           Members of, or participants in, the Depositary (“Agent
Members”) shall have no rights under this Indenture with respect to any
Global Note held on their behalf by the Depositary, or the Trustee as its
custodian, or under such Global Note, and the Depositary may 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 the Depositary or
impair, as between the Depositary and its Agent Members, the operation of
customary practices governing the exercise of the rights of a holder of any Note.


 


(b)           Transfers of a Global Note shall be limited to transfers of
such Global Note in whole, but not in part, to the Depositary, its successors
or their respective nominees. Interests of beneficial owners in Global Notes
may be transferred in accordance with the rules and procedures of the
Depositary and the provisions of Section 2.08. In addition, U.S. Physical Notes
and Offshore Physical Notes shall be transferred to all beneficial owners in
exchange for their beneficial interests in the U.S. Global Notes or the
Offshore Global Notes, as the case may be, if (i) the Depositary notifies the
Company that it is unwilling or unable to continue as Depositary for the U.S.
Global Notes or the Offshore Global Notes, as the case may be, and a successor
depositary is not appointed by the Company within 90 days of such notice, (ii)
an Event of Default has occurred and is continuing and the Registrar has
received a written request from the Depositary or (iii) in accordance with the
rules and procedures of the Depositary and the provisions of Section 2.08.


 


(c)           Any beneficial interest in one of the Global Notes that is
transferred to a person who takes delivery in the form of an interest in
another Global Note will, upon transfer, cease to be an interest in another
Global Note and become an interest in such other Global Note and, accordingly,
will thereafter be subject to all transfer restrictions, if any, and other
procedures applicable to beneficial interests in such other Global Note for as
long as it remains such an interest.


 


(d)           In connection with any transfer of a portion of the
beneficial interests in a Global Note to beneficial owners pursuant to
paragraph (b) of this Section 2.07, the Registrar shall reflect on its books
and records the date and a decrease in the principal amount of the 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 


 


18

















 


Trustee shall authenticate and deliver, one
or more U.S. Physical Notes or Offshore Physical Notes, as the case may be, of
like tenor and amount.


 


(e)           In connection with the transfer of the U.S. Global Notes or
the Offshore Global Notes, in whole, to beneficial owners pursuant to paragraph
(b) of this Section 2.07, the U.S. Global Notes or Offshore Global Notes, as
the case may be, 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 the Depositary in exchange
for its beneficial interest in the U.S. Global Notes or Offshore Global Notes,
as the case may be, an equal aggregate principal amount of U.S. Physical Notes
or Offshore Physical Notes, as the case may be, of authorized denominations.


 


(f)            Any U.S. Physical Note delivered
in exchange for an interest in the U.S. Global Notes pursuant to paragraph (b),
(d) or (e) of this Section 2.07 shall, except as otherwise provided by
paragraph (f) of Section 2.08, bear the legend regarding transfer restrictions
applicable to the U.S. Physical Note set forth in Section 2.02.


 


(g)           Any Offshore Physical Note delivered in exchange for an
interest in the Offshore Global Notes pursuant to paragraph (b), (d) or (e) of
this Section 2.07 shall, except as otherwise provided by paragraph (f) of
Section 2.08, bear the legend regarding transfer restrictions applicable to the
Offshore Physical Note set forth in Section 2.02.


 


(h)           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 which a Holder is
entitled to take under this Indenture or the Notes.


 


SECTION
2.08.          Special Transfer
Provisions. Unless and until a Note is exchanged for an Exchange Note or
sold in connection with an effective Shelf Registration Statement pursuant to
the Registration Rights Agreement, the following provisions shall apply:


 


(a)           Transfers to Non-QIB
Institutional Accredited Investors. The following provisions shall apply with respect to the
registration of any proposed transfer of a Note to any Institutional Accredited
Investor which is not a QIB (excluding Non-U.S. Persons):


 


(i)            The
Registrar shall register the transfer of any Note, whether or not such Note
bears the Private Placement Legend, if (x) the requested transfer is after the
time period referred to in Rule 144(k) under the Securities Act or (y) the
proposed transferee has delivered to the Registrar (A) a certificate
substantially in the form of Exhibit C hereto and (B) if the
aggregate principal amount of the Notes being transferred is less than
$100,000, an opinion of counsel acceptable to the Company that such transfer is
in compliance with the Securities Act.


 


(ii)           If
the proposed transferor is an Agent Member holding a beneficial interest in the
U.S. Global Notes, upon receipt by the Registrar of (x) the documents, if any,
required by paragraph (i) above and (y) instructions given in accordance with
the Depositary’s and the Registrar’s procedures, the Registrar 


 


19

















 


shall reflect
on its books and records the date and a decrease in the principal amount of the
U.S. Global Notes in an amount equal to the principal amount of the beneficial
interest in the U.S. Global Notes to be transferred, and the Company shall
execute, and the Trustee shall authenticate and deliver, one or more U.S.
Physical Notes of like tenor and amount.


 


(b)           Transfers to QIBs. The following provisions shall
apply with respect to the registration of any proposed transfer of U.S.
Physical Notes or an interest in U.S. Global Notes to a QIB (excluding Non-U.S.
Persons):


 


(i)            If
the Note to be transferred consists of (x) either Offshore Physical Notes prior
to the removal of the Private Placement Legend or U.S. Physical Notes, the
Registrar shall register the transfer if such transfer is being made by a
proposed transferor who has checked the box provided for on the form of Note
stating, or has otherwise advised the Company and the Registrar in writing,
that the sale has been made in compliance with the provisions of Rule 144A to a
transferee who has signed the certification provided for on the form of Note
stating, or has otherwise advised the Company and the Registrar in writing,
that it is purchasing the Note for its own account or an account with respect
to which it exercises sole investment discretion and that it and any such
account is a QIB within the meaning of Rule 144A and is aware that the sale to
it is being made in reliance on Rule 144A and acknowledges that it has received
such information regarding the Company as it has requested pursuant to Rule
144A or has determined not to request such information and that it is aware
that the transferor is relying upon its foregoing representations in order to
claim the exemption from registration provided by Rule 144A or (y) an interest
in the U.S. Global Notes, the transfer of such interest may be effected only
through the book entry system maintained by the Depositary.


 


(ii)           If
the proposed transferee is an Agent Member, and the Note to be transferred
consists of U.S. Physical Notes, upon receipt by the Registrar of the documents
referred to in paragraph (i) above and instructions given in accordance with
the Depositary’s and the Registrar’s procedures, the Registrar shall reflect on
its books and records the date and an increase in the principal amount of U.S.
Global Notes in an amount equal to the principal amount of the U.S. Physical
Notes to be transferred, and the Trustee shall cancel the U.S. Physical Notes
so transferred.


 


(c)           Transfers of Interests in the
Offshore Global Notes or Offshore Physical Notes. The following provisions shall
apply with respect to any transfer of interests in the Offshore Global Notes or
Offshore Physical Notes:


 


(i)            Prior
to the removal of the Private Placement Legend from an Offshore Global Note or
Offshore Physical Note pursuant to Section 2.02, the Registrar shall refuse to
register such transfer unless such transfer complies with Section 2.08(b) or
Section 2.08(d), as the case may be; and


 


20

















 


(ii)           After
such removal, the Registrar shall register the transfer of any such Note
without requiring additional certification.


 


(d)           Transfers to Non-U.S. Persons at
Any Time. The
following provisions shall apply with respect to any transfer of a Note to a
Non-U.S. Person:


 


(i)            The
Registrar shall register any proposed transfer to any Non-U.S. Person if the Note
to be transferred is a U.S. Physical Note or an interest in U.S. Global Notes,
upon receipt of a certificate substantially in the form of Exhibit D
hereto from the proposed transferor.


 


(ii)           (a)
If the proposed transferor is an Agent Member holding a beneficial interest in
the U.S. Global Notes, upon receipt by the Registrar of (x) the documents, if
any, required by paragraph (i) and (y) instructions in accordance with the
Depositary’s and the Registrar’s procedures, the Registrar shall reflect on its
books and records the date and a decrease in the principal amount of the U.S.
Global Notes in an amount equal to the principal amount of the beneficial
interest in the U.S. Global Notes to be transferred, and (b) if the proposed
transferee is an Agent Member, upon receipt by the Registrar of instructions
given in accordance with the Depositary’s and the Registrar’s procedures, the
Registrar shall reflect on its books and records the date and an increase in
the principal amount of the Offshore Global Notes in an amount equal to the
principal amount of the U.S. Physical Notes or the U.S. Global Notes, as the
case may be, to be transferred, and the Trustee shall cancel the Physical Note,
if any, so transferred or decrease the amount of the U.S. Global Notes.


 


(e)           Private Placement Legend. Upon the transfer, exchange or
replacement of Notes not bearing the Private Placement Legend, the Registrar
shall deliver Notes that do not bear the Private Placement Legend. Upon the
transfer, exchange or replacement of Notes bearing the Private Placement
Legend, the Registrar shall deliver only Notes that bear the Private Placement
Legend unless (i) the Private Placement Legend is no longer required by Section
2.02, (ii) the circumstances contemplated by paragraph (a)(i)(x) of this
Section 2.08 exist or (iii) there is delivered to the Registrar an Opinion of
Counsel reasonably satisfactory to the Company and the Trustee to the effect
that neither such legend nor the related restrictions on transfer are required
in order to maintain compliance with the provisions of the Securities Act.


 


(f)            General. By its acceptance of any Note
bearing the Private Placement Legend, each Holder of such a Note acknowledges
the restrictions on transfer of such Note set forth in this Indenture and in
the Private Placement Legend and agrees that it will transfer such Note only as
provided in this Indenture. The Registrar shall not register a transfer of any
Note unless such transfer complies with the restrictions on transfer of such
Note set forth in this Indenture. In connection with any transfer of Notes,
each Holder agrees by its acceptance of the Notes to furnish the Registrar or
the Company such certifications, legal opinions or other information as either
of them may reasonably require to confirm that such transfer is being made
pursuant to an exemption from, or a transaction not subject to, the
registration requirements of the Securities Act; provided 


 


21

















 


that the Registrar shall not be required to
determine (but may rely on a determination made by the Company with respect to)
the sufficiency of any such certifications, legal opinions or other
information.


 


The Registrar shall retain copies of all letters,
notices and other written communications received pursuant to Section 2.07 or
this Section 2.08. The Company, at its sole cost and expense, 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.


 


SECTION 2.09.          Replacement
Notes. If a mutilated Note is surrendered to the Trustee or if the Holder
claims that the Note has been lost, destroyed or wrongfully taken, then, in the
absence of written notice to the Company or the Trustee that such Note has been
acquired by a protected purchaser, the Company shall issue and the Trustee
shall authenticate a replacement Note of like tenor and principal amount and
bearing a number not contemporaneously outstanding; provided that the requirements of this Section 2.09 are met.
If required by the Trustee or the Company, an indemnity bond must be furnished
that is sufficient in the judgment of both the Trustee and the Company to
protect the Company, the Trustee or any Agent from any loss that any of them
may suffer if a Note is replaced. The Company may charge such Holder for its
expenses and the expenses of the Trustee in replacing a Note. In case any such
mutilated, lost, destroyed or wrongfully taken Note has become or is about to
become due and payable, the Company in its discretion may pay such Note instead
of issuing a new Note in replacement thereof.


 


Every replacement Note is an additional obligation of
the Company and each Subsidiary Guarantor and shall be entitled to the benefits
of this Indenture.


 


SECTION
2.10.          Outstanding
Notes. Notes outstanding at any time are all Notes that have been
authenticated by the Trustee except for those cancelled by it, those delivered
to it for cancellation and those described in this Section 2.10 as not
outstanding.


 


If a Note is replaced pursuant to Section 2.09, it
ceases to be outstanding unless and until the Trustee and the Company receive
proof satisfactory to them that the replaced Note is held by a protected
purchaser.


 


If the Paying Agent (other than the Company or an
Affiliate of the Company) holds on the maturity date money sufficient to pay
Notes payable on that date, then on and after that date such Notes cease to be
outstanding and interest on them shall cease to accrue.


 


A Note does not cease to be outstanding because the
Company or one of its Affiliates holds such Note, provided, however, that in determining whether the Holders
of the requisite principal amount of the outstanding Notes have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
Notes owned by the Company or any other obligor upon the Notes or any Affiliate
of the Company or of such other obligor shall be disregarded and deemed not to
be outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Notes which the Trustee has actual knowledge to
be so owned shall be so 


 


22

















 


disregarded. Notes so
owned which have been pledged in good faith may be regarded as outstanding if
the pledgee establishes to the satisfaction of the Trustee the pledgee’s right
so to act with respect to such Notes and that the pledgee is not the Company or
any other obligor upon the Notes or any Affiliate of the Company or of such
other obligor.


 


SECTION
2.11.          Temporary
Notes. Until definitive Notes are ready for delivery, the Company may
prepare and execute and the Trustee shall authenticate temporary Notes. Temporary
Notes shall be substantially in the form of definitive Notes but may have
insertions, substitutions, omissions and other variations determined to be
appropriate by the Officers executing the temporary Notes, as evidenced by
their execution of such temporary Notes. If temporary Notes are issued, the
Company will cause definitive Notes to be prepared without unreasonable delay. After
the preparation of definitive Notes, the temporary Notes shall be exchangeable
for definitive Notes upon surrender of the temporary Notes at the office or
agency of the Company designated for such purpose pursuant to Section 4.02,
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 a like principal amount of
definitive Notes of authorized denominations. Until so exchanged, the temporary
Notes shall be entitled to the same benefits under this Indenture as definitive
Notes.


 


SECTION
2.12.          Cancellation.
The Company, at any time, may deliver to the Trustee for cancellation any Notes
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and may deliver to the Trustee for
cancellation any Notes previously authenticated hereunder. The Registrar and
the Paying Agent shall forward to the Trustee any Notes surrendered to them for
transfer, exchange or payment. The Trustee shall cancel all Notes surrendered
for transfer, exchange, payment or cancellation and shall destroy them in
accordance with its normal procedure.


 


SECTION 2.13.          CUSIP
Numbers. The Company in issuing the Notes may use “CUSIP,” “CINS” or “ISIN”
numbers (if then generally in use), and the Company and the Trustee shall use
CUSIP, CINS or ISIN numbers, as the case may be, in notices of redemption or
exchange as a convenience to Holders; provided
that any such notice shall 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
redemption or exchange and that reliance may be placed only on the other
identification numbers printed on the Notes. The Company shall promptly notify
the Trustee of any change in “CUSIP,” “CINS” or “ISIN” numbers for the Notes.


 


SECTION
2.14.          Defaulted
Interest. If the Company defaults in a payment of interest on the Notes, it
shall pay, or shall deposit with the Paying Agent money in immediately
available funds sufficient to pay, the defaulted interest, plus (to the extent
lawful) any interest payable on the defaulted interest, to the Persons who are
Holders on a subsequent special record date. A special record date, as used in
this Section 2.14 with respect to the payment of any defaulted interest, shall
mean the 15th day next preceding the date fixed by the Company for the payment
of defaulted interest, whether or not such day is a Business Day. At least 15
days before the subsequent special record date, the Company shall mail to each
Holder and to the Trustee a notice that states the subsequent special record
date, the payment date and the amount of defaulted interest to be paid.


 


23
















 


SECTION 2.15.      Issuance
of Additional Notes. The Company may, subject to Article Four of this
Indenture and applicable law, issue additional Notes under this Indenture. The
Notes issued on the Closing Date and any additional Notes subsequently issued
shall be treated as a single class for all purposes under this Indenture.


 


ARTICLE THREE

REDEMPTION


 


SECTION 3.01.      Right
of Redemption. At any time prior to August 15, 2010, the Company may redeem
up to 35% of the aggregate principal amount of the Notes with the Net Cash
Proceeds of one or more sales of common stock of the Company at any time as a
whole or from time to time in part, at a Redemption Price (expressed as a
percentage of principal amount) of 107.375%, plus accrued and unpaid interest
to the Redemption Date (subject to the rights of Holders of record on the
relevant Regular Record Date that is prior to the Redemption Date to receive
interest due on an Interest Payment Date); provided
that (i) at least 65% of the aggregate principal amount of Notes originally
issued on the Closing Date remains outstanding after each such redemption and
(ii) notice of any such redemption is mailed within 60 days after each such
sale of common stock.


 


SECTION 3.02.      Notices
to Trustee. If the Company elects to redeem Notes pursuant to Section 3.01,
it shall notify the Trustee in writing of the Redemption Date and the principal
amount of Notes to be redeemed and the clause of this Indenture pursuant to
which redemption shall occur.


 


The Company shall give each notice provided for in
this Section 3.02 in an Officers’ Certificate at least 45 days before the
Redemption Date (unless a shorter period shall be satisfactory to the Trustee).


 


SECTION 3.03.      Selection
of Notes to Be Redeemed. If less than all of the Notes are to be redeemed
at any time, the Trustee shall select the Notes to be redeemed in compliance
with the requirements, as certified to it by the Company, of the principal
national securities exchange, if any, on which the Notes are listed or, if the
Notes are not listed on a national securities exchange or automated quotation
system, by lot or by such other method as the Trustee in its sole discretion
shall deem fair and appropriate; provided
that no Note of $2,000 in principal amount or less shall be redeemed in part.


 


The Trustee shall make the selection from the Notes
outstanding and not previously called for redemption. Notes in denominations of
$2,000 in principal amount may only be redeemed in whole. The Trustee may
select for redemption portions (equal to $2,000 in principal amount or
multiples of $1,000 in excess thereof) of Notes that have denominations larger
than $2,000 in principal amount. Provisions of this Indenture that apply to
Notes called for redemption also apply to portions of Notes called for redemption.
The Trustee shall notify the Company and the Registrar promptly in writing of
the Notes or portions of Notes to be called for redemption.


 


SECTION 3.04.      Notice
of Redemption. With respect to any redemption of Notes pursuant to Section
3.01, at least 30 days but not more than 60 days before a Redemption 


 


24

















 


Date, the Company shall mail a notice of
redemption by first-class mail to each Holder whose Notes are to be redeemed.


 


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


 


(i)            the Redemption
Date;


 


(ii)           the Redemption
Price;


 


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


 


(iv)          that Notes called
for redemption must be surrendered to the Paying Agent in order to collect the
Redemption Price;


 


(v)           that, unless the
Company defaults in making the redemption payment, interest on Notes called for
redemption ceases to accrue on and after the Redemption Date and the only
remaining right of the Holders is to receive payment of the Redemption Price
plus accrued interest to the Redemption Date upon surrender of the Notes to the
Paying Agent;


 


(vi)          that, if any Note is
being redeemed in part, the portion of the principal amount (equal to $2,000 in
principal amount or any integral multiple thereof) of such Note to be redeemed
and that, on and after the Redemption Date, upon surrender of such Note, a new
Note or Notes in principal amount equal to the unredeemed portion thereof will
be reissued; and


 


(vii)         that, if any Note
contains a CUSIP, CINS or ISIN number as provided in Section 2.13, no
representation is being made as to the correctness of the CUSIP, CINS or ISIN
number either as printed on the Notes or as contained in the notice of
redemption and that reliance may be placed only on the other identification
numbers printed on the Notes.


 


At the Company’s request (which request may be revoked
by the Company at any time prior to the time at which the Trustee shall have
given such notice to the Holders), made in writing to the Trustee at least
45 days (or such shorter period as shall be satisfactory to the Trustee)
before a Redemption Date, the Trustee shall give the notice of redemption in
the name and at the expense of the Company. If, however, the Company gives such
notice to the Holders, the Company shall concurrently deliver to the Trustee an
Officers’ Certificate stating that such notice has been given.


 


SECTION 3.05.      Effect
of Notice of Redemption. Once notice of redemption is mailed, Notes called
for redemption become due and payable on the Redemption Date and at the
Redemption Price. Upon surrender of any Notes to the Paying Agent, such Notes
shall be paid at the Redemption Price, plus accrued interest, if any, to the
Redemption Date.


 


Notice of redemption shall be deemed to be given when
mailed, whether or not the Holder receives the notice. In any event, failure to
give such notice, or any defect therein, 


 


25

















 


shall not affect the
validity of the proceedings for the redemption of Notes held by Holders to whom
such notice was properly given.


 


SECTION 3.06.      Deposit
of Redemption Price. On or prior to 11:00 a.m., New York City time, on any
Redemption Date, the Company shall deposit with the Paying Agent (or, if the
Company is acting as its own Paying Agent, shall segregate and hold in trust as
provided in Section 2.05) money sufficient to pay the Redemption Price of and
accrued interest on all Notes to be redeemed on that date other than Notes or
portions thereof called for redemption on that date that have been delivered by
the Company to the Trustee for cancellation.


 


SECTION 3.07.      Payment
of Notes Called for Redemption. If notice of redemption has been given in
the manner provided above, the Notes or portion of Notes specified in such
notice to be redeemed shall become due and payable on the Redemption Date at
the Redemption Price stated therein, together with accrued interest to such
Redemption Date, and on and after such date (unless the Company shall default
in the payment of such Notes at the Redemption Price and accrued interest to
the Redemption Date, in which case the principal, until paid, shall bear
interest from the Redemption Date at the rate prescribed in the Notes), such
Notes shall cease to accrue interest. Upon surrender of any Note for redemption
in accordance with a notice of redemption, such Note shall be paid and redeemed
by the Company at the Redemption Price, together with accrued interest, if any,
to the Redemption Date; provided
that installments of interest whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders registered as such at the close
of business on the relevant Regular Record Date.


 


SECTION 3.08.      Notes
Redeemed in Part. Upon surrender of any Note that is redeemed in part, the
Company shall execute and the Trustee shall authenticate and deliver to the
Holder without service charge, a new Note equal in principal amount to the
unredeemed portion of such surrendered Note.


 


ARTICLE FOUR

COVENANTS


 


SECTION 4.01.      Payment
of Notes. The Company shall pay the principal of, premium, if any, and
interest on the Notes on the dates and in the manner provided in the Notes and
this Indenture. An installment of principal, premium, if any, or interest shall
be considered paid on the date due if the Trustee or Paying Agent (other than
the Company, a Subsidiary of the Company, or any Affiliate of any of them)
holds on that date money designated for and sufficient to pay the installment. If
the Company or any Subsidiary of the Company or any Affiliate of any of them
acts as Paying Agent, an installment of principal, premium, if any, or interest
shall be considered paid on the due date if the entity acting as Paying Agent
complies with the last sentence of Section 2.05. As provided in
Section 6.09, upon any bankruptcy or reorganization procedure relative to
the Company, the Trustee shall serve as the Paying Agent, if any, for the
Notes.


 


The Company shall pay interest on overdue principal
and premium, if any, and interest on overdue installments of interest, to the
extent lawful, at the rate per annum specified in the Notes.


 


26

















 


SECTION 4.02.      Maintenance
of Office or Agency. The Company shall maintain an office or agency where
Notes may be surrendered for registration of transfer or exchange or for
presentation for payment and where notices and demands to or upon the Company
in respect of the Notes and this Indenture may be served. The Company will give
prompt 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 11.02.


 


The Company may also from time to time designate one
or more other offices or agencies where the Notes may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided that no
such designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency for such purposes. The Company shall
give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.


 


The Company hereby initially designates the Paying
Agent Office of the Trustee, as such office or agency of the Company where
Notes may be surrendered for registration of transfer or exchange or for
presentation for payment.


 


The Company hereby initially designates the Corporate
Trust Office of the Trustee, as such office where notices and demands to or
upon the Company in respect of the Notes and this Indenture may be served.


 


SECTION 4.03.      Limitation
on Liens. The
Company will not, and will not permit any of its Significant Subsidiaries to,
create, incur, issue, assume or guarantee any Indebtedness secured by a
Mortgage upon any of its properties or assets, whether owned on the Closing
Date or thereafter acquired, without effectively providing concurrently that
the Notes are secured equally and ratably with or, at the Company’s option,
prior to such Indebtedness so long as such Indebtedness shall be so secured.


 


The foregoing restriction shall not apply to, and
there shall be excluded from Indebtedness in any computation under such
restriction, Indebtedness secured by:


 


(i)            Mortgages on any
property or assets existing at the time of the acquisition thereof by the
Company or any Significant Subsidiary;


 


(ii)           Mortgages 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 Significant Subsidiaries or at
the time of a sale, lease or other disposition of the properties and assets of
such Person (or a division thereof) as an entirety or substantially as an
entirety to the Company or any of its Significant Subsidiaries; provided that any such Mortgage does not extend to any
property or assets owned by the Company or any of its Significant Subsidiaries
immediately prior to such merger, consolidation, sale, lease or disposition;


 


(iii)          Mortgages on
property or assets of a Person existing at the time such Person becomes a
Significant Subsidiary of the Company;


 


27

















 


(iv)          Mortgages in favor
of the Company or any of its Restricted Subsidiaries;


 


(v)           Mortgages on
property or assets (including shares of Capital Stock of any Subsidiary formed
to acquire, construct, develop or improve such property) to secure all or part
of the cost of acquisition, construction, development or improvement of such
property, or to secure Indebtedness incurred to provide funds for any such
purpose; provided that the commitment of the
creditor to extend the credit secured by any such Mortgage shall have been
obtained no later than 360 days after the later of (a) the completion of the
acquisition, construction, development or improvement of such property or
assets or (b) the placing in operation of such property or assets;


 


(vi)          Mortgages to secure
obligations under Credit Facilities in an aggregate principal amount not to
exceed the greater of (A) $800 million and (B) the sum of the amounts equal to
(x) 70% of the consolidated book value of the inventory of the Company and its
Subsidiaries and (y) 90% of the consolidated book value of the accounts
receivable of the Company and its Subsidiaries, in each case as of the Company’s
most recently ended fiscal quarter for which financial statements are
available;


 


(vii)         Mortgages in favor
of the United States of America or any State thereof, or any department, agency
or instrumentality or political subdivision thereof, to secure partial,
progress, advance or other payments; and


 


(viii)        Mortgages existing
on the date of this Indenture or any extension, renewal, replacement or
refunding of any Indebtedness secured by a Mortgage existing on the date of
this Indenture or referred to in clauses (i), (ii), (iii) or (v) of this
Section 4.03; provided that any such extension,
renewal, replacement or refunding of such Indebtedness shall be created within
360 days of repaying the Indebtedness secured by the Mortgage referred to in
clauses (i), (ii), (iii) and (v) of this Section 4.03, and the principal amount
of the Indebtedness secured thereby and not otherwise authorized by clauses
(i), (ii), (iii) or (v) of this Section 4.03 shall not exceed the principal
amount of Indebtedness, plus any premium or fee payable in connection with any
such extension, renewal, replacement or refunding, so secured at the time of
such extension, renewal, replacement or refunding.


 


Notwithstanding the restrictions described above, the
Company and any of its Significant Subsidiaries may create, incur, issue,
assume or guarantee Indebtedness secured by Mortgages without equally and
ratably securing the Notes, if at the time of such creation, incurrence,
issuance, assumption or guarantee, after giving effect thereto and to the
retirement of any Indebtedness which is concurrently being retired, the
aggregate amount of all such Indebtedness secured by Mortgages which would
otherwise be subject to restrictions (other than any Indebtedness secured by
Mortgages permitted as described in clauses (i) through (viii) of this Section
4.03) plus all Attributable Debt of the Company and its Significant
Subsidiaries in respect of Sale and Leaseback Transactions (with the exception
of such transactions which are permitted under clauses (i) through (iv) of
Section 4.04) does not exceed 10% of Consolidated Tangible Assets.


 


28

















 


SECTION 4.04.      Limitation
on Sale and Leaseback Transactions. The Company will not, and will not
permit any of its Significant Subsidiaries to, enter into any Sale and Leaseback
Transaction unless:


 


(i)            the
Sale and Leaseback Transaction is solely with the Company or any of its
Restricted Subsidiaries;


 


(ii)           the
lease is for a period not in excess of 24 months, including renewals;


 


(iii)          the
Company or such Significant Subsidiary would (at the time of entering into such
arrangement) be entitled under clauses (i) through (viii) of Section 4.03,
without equally and ratably securing the Notes then outstanding under this
Indenture, to create, incur, issue, assume or guarantee Indebtedness secured by
a Mortgage on such property or assets in the amount of the Attributable Debt
arising from such Sale and Leaseback Transaction;


 


(iv)          the
Company or such Significant Subsidiary within 360 days after the sale of
property or assets in connection with such Sale and Leaseback Transaction is
completed, applies an amount equal to the greater of (A) the net proceeds of
the sale of such property or assets or (B) the fair market value of such
property or assets to (i) the retirement of the Notes, other Funded Debt of the
Company ranking on a parity with the Notes or Funded Debt of a Restricted
Subsidiary or (ii) the purchase of property or assets; or


 


(v)           the
Attributable Debt of the Company and its Significant Subsidiary in respect of
such Sale and Leaseback Transaction and all other Sale and Leaseback
Transactions entered into after the Closing Date (other than any such Sale and
Leaseback Transaction as would be permitted as described in clauses (i) through
(iv) of this Section 4.09), plus the aggregate principal amount of Indebtedness
secured by Mortgages then outstanding (not including any such Indebtedness
secured by Mortgages described in clauses (i) through (viii) of Section 4.03)
which do not equally and ratably secure the Notes (or secure Notes on a basis
that is prior to other Indebtedness secured thereby), would not exceed 10% of
Consolidated Tangible Assets.


 


SECTION 4.05.      Repurchase
of Notes upon a Change of Control. The Company must commence, within 30
days of the occurrence of a Change of Control, and consummate an Offer to
Purchase for all Notes then outstanding, at a purchase price equal to 101% of
their principal amount, plus accrued interest (if any) to the Payment Date. The
Company will not be required to make an Offer to Purchase upon the occurrence
of a Change of Control pursuant to this Section 4.05, if a third party makes an
offer to purchase the Notes in the manner, at the times and price and otherwise
in compliance with this Indenture applicable to an Offer to Purchase and
purchases all Notes validly tendered and not withdrawn in such Offer to
Purchase.


 


SECTION 4.06.      Existence.
Subject to Articles Four and Five of this Indenture, the Company shall do or
cause to be done all things necessary to preserve and keep in full force and
effect its existence and the existence of each of its Restricted Subsidiaries
in 


 


29

















 


accordance with the respective organizational
documents of the Company and each Restricted Subsidiary and the rights (whether
pursuant to charter, certificate of formation, article of incorporation,
partnership certificate, agreement, statute or otherwise), licenses and
franchises of the Company and each Restricted Subsidiary; provided that the Company shall not be required
to preserve any such right, license or franchise, or the existence of any
Restricted Subsidiary, if the maintenance or preservation thereof is no longer
desirable in the conduct of the business of the Company and its Restricted
Subsidiaries taken as a whole.


 


SECTION 4.07.      Payment
of Taxes and Other Claims. The Company shall pay or discharge and shall
cause each of its Subsidiaries to pay or discharge, or cause to be paid or
discharged, before the same shall become delinquent (i) all material
taxes, assessments and governmental charges levied or imposed upon (a) the
Company or any such Subsidiary, (b) the income or profits of any such
Subsidiary which is a corporation or (c) the property of the Company or
any such Subsidiary and (ii) all material lawful claims for labor,
materials and supplies that, if unpaid, might by law become a lien upon the
property of the Company or any such Subsidiary; provided that the Company shall not be required to pay or
discharge, or cause to be paid or discharged, any such tax, assessment, charge
or claim the amount, applicability or validity of which is being contested in
good faith by appropriate proceedings and for which adequate reserves have been
established.


 


SECTION 4.08.      Maintenance
of Properties and Insurance. The Company shall cause all properties used or
useful in the conduct of its business or the business of any of its Restricted
Subsidiaries to be maintained and kept in good condition, repair and working
order and supplied with all necessary equipment and will cause to be made all
necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in the judgment of the Company may be necessary so that the
business carried on in connection therewith may be properly and advantageously
conducted at all times; provided
that nothing in this Section 4.08 shall prevent the Company or any Restricted
Subsidiary from discontinuing the use, operation or maintenance of any of such
properties or disposing of any of them, if such discontinuance or disposal is,
in the judgment of the Company, desirable in the conduct of the business of the
Company or such Restricted Subsidiary.


 


The Company will provide or cause to be provided, for
itself and its Restricted Subsidiaries, insurance (including appropriate self-insurance)
against loss or damage of the kinds customarily insured against by corporations
similarly situated and owning like properties, including, but not limited to,
products liability insurance and public liability insurance, with reputable
insurers or with the government of the United States of America, or an agency
or instrumentality thereof, in such amounts, with such deductibles and by such
methods as shall be customary for corporations similarly situated in the
industry in which the Company or any such Restricted Subsidiary, as the case
may be, is then conducting business.


 


SECTION 4.09.      Notice
of Defaults. In the event that any Officer becomes aware of any Default or
Event of Default, the Company shall promptly deliver to the Trustee an Officers’
Certificate specifying such Default or Event of Default, its status and what
action the Company is taking or proposes to take with respect thereto.


 


30

















 


SECTION 4.10.      Compliance
Certificates. The Company shall deliver to the Trustee, within 90 days
after the end of the last fiscal quarter of each year, an Officers’ Certificate
stating whether or not the signers know of any Default or Event of Default that
occurred during such fiscal year. Such certificate shall contain a
certification from the principal executive officer, principal financial officer
or principal accounting officer of the Company that a review has been conducted
of the activities of the Company and its Restricted Subsidiaries and the
Company’s and its Restricted Subsidiaries’ performance under this Indenture and
that the Company has complied with all conditions and covenants under this
Indenture. For purposes of this Section 4.10, such compliance shall be
determined without regard to any period of grace or requirement of notice
provided under this Indenture. If any of the officers of the Company signing
such certificate has knowledge of such a Default or Event of Default, the
certificate shall describe any such Default or Event of Default and its status.
The first certificate to be delivered pursuant to this Section 4.10 shall be
for the fiscal year beginning after the execution of this Indenture.


 


SECTION 4.11.      Commission
Reports and Reports to Holders. Whether or not the Company is required to file
reports with the Commission, the Company shall file with the Commission all
such reports and other information as it would be required to file with the
Commission by Section 13(a) or 15(d) under the Securities
Exchange Act of 1934 if it were subject thereto within the time periods
specified by the Commission’s rules and regulations. The Company shall supply
the Trustee and each Holder who so requests or shall supply to the Trustee for
forwarding to each such Holder, without cost to such Holder, copies of such
reports and other information.


 


SECTION 4.12.      Waiver
of Stay, Extension or Usury Laws. The Company covenants (to the extent that
it may lawfully do so) that it will 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 or any usury law or other law that would prohibit or forgive the
Company from paying all or any portion of the principal of, premium, if any, or
interest on the Notes as contemplated herein, wherever enacted, now or at any
time hereafter in force, or that may affect the covenants or the performance of
this Indenture; and (to the extent that it may lawfully do so) the Company
hereby expressly waives all benefit or advantage of any such law and covenants
that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.


 


SECTION 4.13.      Issuances
of Subsidiary Guarantees. The Company shall cause each Significant
Subsidiary of the Company (other than a Foreign Subsidiary or a Significant
Subsidiary that is already a Subsidiary Guarantor) that (a) Guarantees
Indebtedness of the Company or any Subsidiary Guarantor in an aggregate amount
in excess of $50 million or (b) incurs or otherwise becomes liable for
Indebtedness or Attributable Debt in respect of Sale and Leaseback
Transactions, in an aggregate amount in excess of $50 million (other than (x)
Indebtedness secured by a Mortgage permitted by clause (i), (ii), (iii), (iv)
or (v) of Section 4.03 hereof or unsecured Indebtedness incurred to provide
funds for the cost of acquisition, construction, development or improvement of
property of such Significant Subsidiary and (y) Attributable Debt permitted by
clauses (i) through (iv) of Section 4.04 hereof) shall execute and 


 


31

















 


deliver a supplemental indenture to this
Indenture providing for a Note Guarantee by such Significant Subsidiary pursuant
to Article Ten.


 


SECTION 4.14       Additional Interest Notice. In the
event that the Company is required to pay interest to holders of Notes at an
increased rate pursuant to the terms of the Notes, the Company will provide
written notice (“Additional Interest Notice”) to
the Trustee of its obligation to pay interest at an increased rate no later
than fifteen days prior to the proposed payment date for the interest, and the
Additional Interest Notice shall set forth the amount of interest to be paid by
the Company on such payment date. The Trustee shall not at any time be under
any duty or responsibility to any holder of Notes to determine the interest, or
with respect to the nature, extent, or calculation of the amount of interest
owed, or with respect to the method employed in such calculation of the
interest.


 


ARTICLE FIVE

SUCCESSOR CORPORATION


 


SECTION 5.01.      When
Company or Subsidiary Guarantors May Merge, Etc. The Company will not
consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise
dispose of all or substantially all of its property and assets (as an entirety
or substantially an entirety in one transaction or a series of related
transactions) to, any Person or permit any Person to merge with or into it
unless:


 


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


 


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


 


(iii)          it delivers to the
Trustee an Officers’ Certificate and Opinion of Counsel, in each case stating
that such consolidation, merger or transfer and such supplemental indenture
complies with this Section 5.01 and that all conditions precedent provided for
herein relating to such transaction have been complied with; and


 


(iv)          each Subsidiary
Guarantor, unless such Subsidiary Guarantor is the Person with which the
Company has entered into a transaction under this Section 5.01, shall have by
amendment to its Note Guarantee confirmed that its Note Guarantee shall apply
to the obligations of the Company or the Surviving Person in accordance with
the Notes and this Indenture.


 


Each Subsidiary Guarantor (other than any Subsidiary
Guarantor whose Note Guarantee is to be released in accordance with the terms
of its Note Guarantee and this Indenture, in connection with the sale, exchange
or transfer to any Person (other than an Affiliate of the Company) of all the
Capital Stock of such Subsidiary Guarantor) will not, and the 


 


32

















 


Company will not cause or
permit any Subsidiary Guarantor to, consolidate with or merge with or into any
Person other than the Company or any other Subsidiary Guarantor unless:


 


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


 


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


 


SECTION 5.02.      Successor
Substituted. Upon any consolidation or merger, or any sale, conveyance,
transfer, lease or other disposition of all or substantially all of the
property and assets of the Company or any Subsidiary Guarantor in accordance
with Section 5.01 of this Indenture, the successor Person formed by such
consolidation or into which the Company or any Subsidiary Guarantor is merged
or to which such sale, conveyance, transfer, lease or other disposition is made
shall succeed to and be substituted for, and may exercise every right and power
of, the Company or such Subsidiary Guarantor under this Indenture with the same
effect as if such successor Person had been named as the Company or such
Subsidiary Guarantor herein; provided
that the Company shall not be released from its obligation to pay the principal
of, premium, if any, or interest on the Notes and such Subsidiary Guarantor
shall not be released from its Note Guarantee in the case of a lease of all or
substantially all of its property and assets.


 


ARTICLE SIX

DEFAULT AND REMEDIES


 


SECTION 6.01.      Events
of Default. The following events will be defined as “Events of Default” in
this Indenture:


 


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


 


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


 


(c)           (1)
the Company defaults in the performance of or breaches any other covenant or
agreement in this Indenture or under the Notes (other than a default specified
in clause (a) or (b) above and other than a default related to the
obligations of the Company under Section 4.11) and such default or breach
continues for a period of 30 consecutive days after written notice by the
Trustee or the Holders of 25% or more in aggregate principal amount of the
Notes and (2) the Company defaults in the performance of or breaches its
obligations under Section 4.11 and such default or breach continues for a
period of 90 consecutive days after written notice by the Trustee or the Holders
of 25% or more in aggregate principal amount of the Notes;


 


33

















 


(d)           there
occurs with respect to any issue or issues of Indebtedness of the Company, any
Subsidiary Guarantor or any Significant Subsidiary having an outstanding
principal amount of $75 million or more in the aggregate for all such issues of
all such Persons, whether such Indebtedness now exists or shall hereafter be
created, (A) an event of default that has caused the holder thereof to declare
such Indebtedness to be due and payable prior to its Stated Maturity and such
Indebtedness has not been discharged in full or such acceleration has not been
rescinded or annulled within 30 days of such acceleration and/or (B) the
failure to make a principal payment at the final (but not any interim) fixed
maturity and such defaulted payment shall not have been made, waived or
extended within 30 days of such payment default;


 


(e)           any
final judgment or order (not covered by insurance) for the payment of money in
excess of $75 million in the aggregate for all such final judgments or orders
against all such Persons (treating any deductibles, self-insurance or retention
as not so covered) shall be rendered against the Company, any Subsidiary
Guarantor or any Significant Subsidiary and shall not be paid or discharged,
and there shall be any period of 60 consecutive days following entry of
the final judgment or order that causes the aggregate amount for all such final
judgments or orders outstanding and not paid or discharged against all such
Persons to exceed $75 million during which a stay of enforcement of such final
judgment or order, by reason of a pending appeal or otherwise, shall not be in
effect;


 


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


 


(g)           the
Company, any Subsidiary Guarantor or any Significant Subsidiary
(A) commences a voluntary case under any applicable bankruptcy, insolvency
or other similar law now or hereafter in effect, or consents to the entry of an
order for relief in an involuntary case under any such law, (B) consents
to the appointment of or taking possession by a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official of the Company, any
Subsidiary Guarantor or any Significant Subsidiary or for all or substantially
all of the property and assets of the Company, any Subsidiary Guarantor or any
Significant Subsidiary or (C) effects any general assignment for the
benefit of creditors; or


 


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


 


34

















 


SECTION 6.02.      Acceleration.
If an Event of Default (other than an Event of Default specified in
clause (f) or (g) of Section 6.01 that occurs with respect to the
Company or any Subsidiary Guarantor) occurs and is continuing under this
Indenture, the Trustee or the Holders of at least 25% in aggregate principal
amount of the Notes then outstanding, by written notice to the Company (and to
the Trustee if such notice is given by the Holders), may, and the Trustee at
the request of such Holders shall, declare the principal of, premium, if any,
and accrued interest on the Notes to be immediately due and payable. Upon a
declaration of acceleration, such principal of, premium, if any, and accrued
interest shall be immediately due and payable. In the event of a declaration of
acceleration because an Event of Default set forth in clause (d) of
Section 6.01 has occurred and is continuing, such declaration of acceleration
shall be automatically rescinded and annulled if the event of default
triggering such Event of Default pursuant to clause (d) of Section 6.01
shall be remedied or cured by the Company, the relevant Subsidiary Guarantor or
the relevant Significant Subsidiary or waived by the holders of the relevant
Indebtedness within 60 days after the declaration of acceleration with
respect thereto. If an Event of Default specified in clause (f) or (g) of
Section 6.01 occurs with respect to the Company or any Subsidiary Guarantor,
the principal of, premium, if any, and accrued interest on the Notes then
outstanding shall automatically become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any Holder.


 


Any time after such declaration of acceleration, but
before a judgment or decree for the payment of money due has been obtained by the
Trustee, the Holders of at least a majority in principal amount of the
outstanding Notes by written notice to the Company and to the Trustee, may
waive all past defaults and rescind and annul a declaration of acceleration and
its consequences if (a) the Company has paid or deposited with the Trustee a
sum sufficient to pay (i) all sums paid or advanced by the Trustee hereunder
and the reasonable compensation, expenses and disbursements and advances of the
Trustee, its agents and counsel, (ii) all overdue interest on all Notes, (iii)
the principal of and premium, if any, on any Notes that have become due
otherwise than by such declaration or occurrence of acceleration and interest
thereon at the rate prescribed therefor by such Notes, and (iv) to the extent
that payment for such interest is lawful, interest upon overdue interest, if
any, at the rate prescribed therefor by such Notes, (b) all existing Events of
Default, other than the nonpayment of the principal of, premium, if any, and
interest on the Notes that have become due solely by such declaration of
acceleration, have been cured or waived and (c) the rescission would not
conflict with any judgment or decree of a court of competent jurisdiction.


 


SECTION 6.03.      Other
Remedies. If an Event of Default occurs and is continuing, the Trustee may,
and at the direction of the Holders of at least a majority in principal amount
of the outstanding Notes shall, pursue any available remedy by proceeding at
law or in equity to collect the payment of principal of, premium, if any, or
interest on the Notes or to enforce the performance of any provision of the
Notes or this Indenture.


 


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.


 


SECTION 6.04.      Waiver
of Past Defaults. Subject to Sections 6.02, 6.07 and 9.02, the Holders of
at least a majority in principal amount of the outstanding Notes, by notice to
the Trustee, may waive an existing Default or Event of Default and its
consequences, except a 


 


35

















 


Default in the payment of principal of,
premium, if any, or interest on any Note as specified in clause (a) or (b) of
Section 6.01 or in respect of a covenant or provision of this Indenture which
cannot be modified or amended without the consent of the Holder of each
outstanding Note affected. Upon any such waiver, such Default shall cease to
exist, 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 Event of Default or impair any right
consequent thereto.


 


SECTION 6.05.      Control
by Majority. The Holders of at least a majority in aggregate principal
amount of the outstanding Notes may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on the Trustee. However, the Trustee may refuse to
follow any direction that conflicts with law or this Indenture, that may
involve the Trustee in personal liability, or that the Trustee determines in
good faith may be unduly prejudicial to the rights of Holders of Notes not
joining in the giving of such direction and may take any other action it deems
proper that is not inconsistent with any such direction received from Holders
of Notes.


 


SECTION 6.06.      Limitation
on Suits. A
Holder may not institute any proceeding, judicial or otherwise, with respect to
this Indenture or the Notes, or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless:


 


(i)            the Holder has
previously given the Trustee written notice of a continuing Event of Default;


 


(ii)           the Holders of at least 25% in aggregate
principal amount of outstanding Notes shall have made a written request to the
Trustee to pursue such remedy;


 


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


 


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


 


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


 


For purposes of Section 6.05 of this Indenture and
this Section 6.06, the Trustee shall comply with TIA Section 316(a) in making
any determination of whether the Holders of the required aggregate principal
amount of outstanding Notes have concurred in any request or direction of the
Trustee to pursue any remedy available to the Trustee or the Holders with
respect to this Indenture or the Notes or otherwise under the law.


 


A Holder may not use this Indenture to prejudice the
rights of another Holder or to obtain a preference or priority over such other
Holder.


 


SECTION 6.07.      Rights
of Holders to Receive Payment. Notwithstanding any other provision of this
Indenture, the right of any Holder of a Note to receive payment of the 


 


36

















 


principal of, premium, if any, or interest
on, such Note or to bring suit for the enforcement of any such payment, on or
after the due date expressed in the Notes, shall not be impaired or affected
without the consent of such Holder.


 


SECTION 6.08.      Collection
Suit by Trustee. If an Event of Default in payment of principal, premium or
interest specified in clause (a) or (b) of Section 6.01 occurs and is
continuing, the Trustee may recover judgment in its own name and as trustee of
an express trust against the Company or any other obligor of the Notes for the
whole amount of principal, premium, if any, and accrued interest remaining
unpaid, together with interest on overdue principal, premium, if any, and, to
the extent that payment of such interest is lawful, interest on overdue
installments of interest, in each case at the rate specified in the Notes, and
such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.


 


SECTION 6.09.      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 any other amounts due the Trustee under Section 7.07) and the Holders
allowed in any judicial proceedings relative to the Company (or any other
obligor of the Notes), its creditors or its property and shall be entitled and
empowered to collect and receive any monies, securities or other property
payable or deliverable upon conversion or exchange of the Notes or upon any
such claims and to distribute the same, and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such
judicial proceeding is hereby authorized by each Holder to make such 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
to it for the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, and any other amounts due the Trustee
under Section 7.07. Nothing herein contained shall be deemed to empower the
Trustee to authorize or consent to, or accept or adopt on behalf of any Holder,
any plan of reorganization, arrangement, adjustment or composition affecting
the Notes or the rights of any Holder thereof, or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.


 


SECTION 6.10.      Priorities.
If the Trustee collects any money or property pursuant to this Article Six, it
shall pay out the money or property in the following order:


 


First:  to the
Trustee for all amounts due under Section 7.07;


 


Second:  to
Holders for amounts then due and unpaid for principal of, premium, if any, and
interest on the Notes in respect of which or for the benefit of which such
money has been collected, ratably, without preference or priority of any kind,
according to the amounts due and payable on such Notes for principal, premium,
if any, and interest, respectively; and


 


Third:  to the
Company or any other obligors of the Notes, as their interests may appear, or
as a court of competent jurisdiction may direct.


 


37

















 


The Trustee, upon prior written notice to the Company,
may fix a record date and payment date for any payment to Holders pursuant to
this Section 6.10.


 


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 may require any party litigant in such suit
to file an undertaking to pay the costs of the suit, and the court may assess
reasonable costs, including reasonable attorneys’ fees, against any party
litigant in 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 6.07, or
a suit by Holders of more than 10% in principal amount of the outstanding
Notes.


 


SECTION 6.12.      Restoration
of Rights and Remedies. If the Trustee or any Holder has instituted any
proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then, and in every such
case, subject to any determination in such proceeding, the Company, the Trustee
and the Holders shall be restored severally and respectively to their former
positions hereunder and thereafter all rights and remedies of the Company,
Trustee and the Holders shall continue as though no such proceeding had been
instituted.


 


SECTION 6.13.      Rights
and Remedies Cumulative. Except as otherwise provided with respect to the
replacement or payment of mutilated, destroyed, lost or wrongfully taken Notes
in Section 2.09, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other appropriate right or
remedy.


 


SECTION 6.14.      Delay
or Omission Not Waiver. No delay or omission of the Trustee or of any
Holder to exercise any right or remedy accruing upon any Event of Default shall
impair any such right or remedy or constitute a waiver of any such Event of
Default or an acquiescence therein. Every right and remedy given by this
Article Six or by law to the Trustee or to the Holders may be exercised from
time to time, and as often as may be deemed expedient, by the Trustee or by the
Holders, as the case may be.


 


ARTICLE SEVEN

TRUSTEE


 


SECTION 7.01.      General.
The duties and responsibilities of the Trustee shall be as provided by the TIA
and as set forth herein. Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or
otherwise incur any financial liability 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 for believing that repayment of such funds or adequate
indemnity against such risk or liability is not assured to it. Whether or not
herein expressly so provided, every provision of this Indenture relating to the
conduct or 


 


38

















 


affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Article
Seven.


 


Except during the continuance of an Event of Default,
the Trustee need only perform such duties as are specifically set forth in this
Indenture. If an Event of Default has occurred and is continuing, the Trustee
will use the same degree of care and skill in its exercise of the rights and
powers vested in it under this Indenture as a prudent person would exercise
under the circumstances in the conduct of such person’s own affairs.


 


SECTION 7.02.      Certain
Rights of Trustee. Subject to TIA Sections 315(a) through (d):


 


(i)            the Trustee may
conclusively rely, and shall be protected in acting or refraining from acting,
upon any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document believed by it to be
genuine and to have been signed or presented by the proper person;


 


(ii)           before the Trustee
acts or refrains from acting, it may require an Officers’ Certificate or an
Opinion of Counsel, which shall conform to Section 11.04. The Trustee
shall not be liable for any action it takes or omits to take in good faith in
reliance on such certificate or opinion;


 


(iii)          the Trustee may act
through its attorneys and agents and shall not be responsible for the
misconduct or negligence of any attorney or agent appointed with due care by it
hereunder;


 


(iv)          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, unless such
Holders shall have offered to the Trustee satisfactory security or indemnity
against the costs, expenses and liabilities that might be incurred by it in
compliance with such request or direction;


 


(v)           the Trustee shall
not be liable for any action it takes or omits to take in good faith that it
believes to be authorized or within its rights or powers or for any action it
takes or omits to take in accordance with the direction of the Holders of a
majority in aggregate principal amount of the outstanding Notes relating to the
time, method and place of conducting any proceeding for any remedy available to
the Trustee or exercising any trust or power conferred on the Trustee, provided that the Trustee’s conduct does
not constitute negligence or bad faith;


 


(vi)          whenever in the administration
of this Indenture the Trustee shall deem it desirable that a matter be proved
or established prior to taking, suffering or omitting any action hereunder, the
Trustee (unless other evidence be herein specifically prescribed) may, in the
absence of bad faith on its part, conclusively rely upon an Officers’
Certificate;


 


39
















 


(vii)         the Trustee shall
not be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, financial statement,
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 inquiry or 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, at the Company’s sole
cost and expense, 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;


 


(viii)        the Trustee shall
not be charged with knowledge of any Default or Event of Default with respect
to the Notes unless either (1) a Responsible 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 the Trustee by the
Company, any Subsidiary Guarantor or by any Holder of the Notes;


 


(ix)           the
Trustee may consult with counsel of its selection and the advice of such
counsel or any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon;


 


(x)            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;


 


(xi)           the
Trustee shall not be deemed to have notice of any Default or Event of Default
unless a Responsible Officer of the Trustee has actual knowledge thereof or
unless written notice of any event which is in fact such a default is received
by the Trustee at the Corporate Trust Office of the Trustee, and such notice
references the Securities and this Indenture;


 


(xii)          the
rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to,
and shall be enforceable by, the Trustee in each of its capacities hereunder,
and each agent, custodian and other Person employed to act hereunder; and


 


(xiii)         the Trustee may request that the
Company deliver a certificate setting forth the names of individuals and/or
titles of officers authorized at such time to take specified actions pursuant
to this Indenture.


 


SECTION 7.03.      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 or its Affiliates with the same rights it would have if it were not the
Trustee. Any Agent may do the same with like rights. However, the Trustee is
subject to TIA Sections 310(b) and 311.


 


40

















 


SECTION 7.04.      Trustee’s
Disclaimer. The Trustee (i) makes no representation as to the validity
or adequacy of this Indenture or the Notes, (ii) shall not be accountable for
the Company’s use or application of the proceeds from the Notes and (iii) shall
not be responsible for any statement in the Notes other than its certificate of
authentication.


 


SECTION 7.05.      Notice
of Default. If any Default or any Event of Default occurs and is continuing
and if such Default or Event of Default is known to any Responsible Officer of
the Trustee, the Trustee shall mail to each Holder in the manner and to the
extent provided in TIA Section 313(c) notice of the Default or Event of Default
within 60 days after it occurs, unless such Default or Event of Default has
been cured; provided, however,
that, except in the case of a default in the payment of the principal of,
premium, if any, or interest on any Note, the Trustee shall be protected in
withholding such notice if and so long as a trust committee of Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the interest of the Holders.


 


SECTION 7.06.      Reports
by Trustee to Holders. Within 60 days after each May 15, beginning with May
15, 2008, the Trustee shall mail to each Holder as provided in TIA Section
313(c) a brief report dated as of such May 15, if required by TIA Section
313(a).


 


A copy of each report at the time of its mailing to
the Holders of Securities shall be mailed to the Company and filed with the
Commission and each stock exchange on which the Securities are listed in
accordance with TIA Section 313(d). The Company shall promptly notify the
Trustee when the Securities are listed on any stock exchange or of any
delisting thereof.


 


SECTION 7.07.      Compensation
and Indemnity. The Company shall pay to the Trustee such compensation as
shall be agreed upon in writing, from time to time, for its services hereunder.
The compensation of the Trustee 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 disbursements, expenses and advances incurred or
made by the Trustee without negligence or bad faith on its part. Such expenses
shall include the reasonable compensation and expenses of the Trustee’s agents
and counsel.


 


The Company and each Subsidiary Guarantor, jointly and
severally, shall indemnify each of the Trustee or any predecessor Trustee and
their agents for, and hold them harmless against, any and all loss, damage,
claims, liability or expense, including taxes (other than taxes based upon,
measured by or determined by the income of the Trustee), arising out of or in
connection with the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses of defending itself against any
claim (whether asserted by the Company, or any Holder or any other Person) or
liability in connection with the exercise or performance of any of its powers
or duties hereunder, or in connection with enforcing the provisions of this
Section, except to the extent that such loss, damage, claim, liability or
expense is due to its own negligence or bad faith. The Trustee shall notify the
Company promptly of any claim for which it may seek indemnity. Failure by the
Trustee to so notify the Company shall not relieve the Company of its
obligations hereunder, unless the Company is materially prejudiced thereby. The
Company shall defend the claim and the Trustee shall cooperate in the defense provided, however,
that the Trustee shall have the right to defend such claim if, upon the advice
of counsel, its interests may be prejudiced by the conduct of such defense by
the Company. Unless 


 


41

















 


otherwise set forth
herein, the Trustee may have separate counsel and the Company shall pay the
reasonable fees and expenses of such counsel. The Company need not pay for any
settlement made without its consent, which consent shall not be unreasonably
withheld.


 


To secure the Company’s payment obligations in this
Section 7.07, the Trustee shall have a lien prior to the Notes on all money or
property held or collected by the Trustee, in its capacity as Trustee, except
money or property held in trust to pay principal of, premium, if any, and
interest on particular Notes.


 


If the Trustee incurs expenses or renders services
after the occurrence of an Event of Default specified in clause (f) or (g) of
Section 6.01, the expenses and the compensation for the services will be
intended to constitute expenses of administration under Title 11 of the United
States Bankruptcy Code or any applicable federal or state law for the relief of
debtors.


 


The provisions of this Section 7.07 shall survive the
resignation or removal of the Trustee and termination of this Indenture.


 


The Trustee shall comply with the provisions of TIA
Section 313(b)(2) to the extent applicable.


 


SECTION 7.08.      Replacement
of Trustee. A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor Trustee’s
acceptance of appointment as provided in this Section 7.08.


 


The Trustee may resign at any time by so notifying the
Company in writing at least 30 days prior to the date of the proposed
resignation. The Holders of a majority in principal amount of the outstanding
Notes may remove the Trustee by so notifying the Trustee in writing and may
appoint a successor Trustee with the consent of the Company. The Company may
remove the Trustee if:  (i) the Trustee
is no longer eligible under Section 7.10; (ii) the Trustee is adjudged a
bankrupt or an insolvent; (iii) a receiver or other public officer takes charge
of the Trustee or its property; or (iv) the Trustee becomes incapable of
acting.


 


If the Trustee resigns or is removed, or if a vacancy
exists in the office of Trustee for any reason, the Company shall promptly
appoint a successor Trustee. Within one year after the successor Trustee takes
office, the Holders of a majority in principal amount of the outstanding Notes
may appoint a successor Trustee to replace the successor Trustee appointed by
the Company. If the successor Trustee does not deliver its written acceptance
required by the next succeeding paragraph of this Section 7.08 within 30 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company or the Holders of a majority in principal amount of the outstanding
Notes may, at the expense of the Company, petition any court of competent
jurisdiction for the appointment of a successor Trustee.


 


A successor Trustee shall deliver a written acceptance
of its appointment to the retiring Trustee and to the Company. Immediately
after the delivery of such written acceptance, subject to the lien provided in Section
7.07, (i) the retiring Trustee shall transfer all property held by it as
Trustee to the successor Trustee, (ii) the resignation or removal of the
retiring Trustee shall become effective and (iii) the successor Trustee
shall have all the rights, powers and duties of the Trustee under this
Indenture. A successor Trustee shall mail notice of its succession to 


 


42

















 


each Holder. No successor
Trustee shall accept its appointment unless at the time of such acceptance such
successor Trustee shall be qualified and eligible under this Article.


 


If the Trustee is no longer eligible under Section
7.10 or shall fail to comply with TIA Section 310(b), any Holder who satisfies
the requirements of TIA Section 310(b) may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section 7.08, the Trustee shall resign immediately
in the manner and with the effect provided in this Section.


 


The Company shall give notice of any resignation and
any removal of the Trustee and each appointment of a successor Trustee to all
Holders. Each notice shall include the name of the successor Trustee and the
address of its Corporate Trust Office.


 


Notwithstanding replacement of the Trustee pursuant to
this Section 7.08, the Company’s obligation under Section 7.07 shall continue
for the benefit of the retiring Trustee. Upon the Trustee’s resignation or
removal, the Company shall promptly pay the Trustee all amounts owed by the
Company to the Trustee.


 


SECTION 7.09.      Successor
Trustee by Merger, Etc. If the Trustee consolidates with, merges or
converts into, or transfers all or substantially all of its corporate trust
business to, another corporation or national banking association, the
resulting, surviving or transferee corporation or national banking association
without any further act shall be the successor Trustee with the same effect as
if the successor Trustee had been named as the Trustee herein, provided such
corporation shall be otherwise qualified and eligible under this Article.


 


SECTION 7.10.      Eligibility.
This Indenture shall always have a Trustee who satisfies the requirements of
TIA Section 310(a)(1). The Trustee shall have a combined capital and
surplus of at least $25 million as set forth in its most recent published
annual report of condition that is subject to the requirements of applicable
federal or state supervising or examining authority. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section
7.10, the Trustee shall resign immediately in the manner and with the effect
specified in this Article.


 


SECTION 7.11.      Money
Held in Trust. The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law and except for money held in trust under Article Eight
of this Indenture.


 


ARTICLE EIGHT

DISCHARGE OF INDENTURE


 


SECTION 8.01.      Termination
of Company’s Obligations. Except as otherwise provided in this Section
8.01, the Company may terminate its obligations under the Notes and this
Indenture if:


 


(i)            all Notes
previously authenticated and delivered (other than destroyed, lost or stolen
Notes that have been replaced or Notes that are paid pursuant to Section 4.01
or 


 


43

















 


Notes for
whose payment money or securities have theretofore been held in trust and
thereafter repaid to the Company, as provided in Section 8.05) have been
delivered to the Trustee for cancellation and the Company has paid all sums
payable by it hereunder; or


 


(ii)           (A) the Notes
mature within one year or all of them are to be called for redemption within
one year under arrangements satisfactory to the Trustee for giving the notice
of redemption, (B) the Company irrevocably deposits in trust with the
Trustee during such one-year period, under the terms of an irrevocable trust
agreement in form and substance satisfactory to the Trustee, as trust funds
solely for the benefit of the Holders for that purpose, money or U.S.
Government Obligations sufficient (in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee), without consideration of any reinvestment of
any interest thereon, to pay principal, premium, if, any, and interest on the
Notes to maturity or redemption, as the case may be, and to pay all other sums
payable by it hereunder, (C) no Default or Event of Default with respect to the
Notes shall have occurred and be continuing on the date of such deposit, (D) such
deposit will not result in a breach or violation of, or constitute a default
under, this Indenture or any other agreement or instrument to which the Company
is a party or by which it is bound and (E) the Company has delivered to the
Trustee an Officers’ Certificate and an Opinion of Counsel, in each case
stating that all conditions precedent provided for herein relating to the
satisfaction and discharge of this Indenture have been complied with.


 


With respect to the foregoing clause (i), the Company’s
obligations under Section 7.07 shall survive. With respect to the
foregoing clause (ii), the Company’s obligations in Sections 2.02, 2.03,
2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05
and 8.06 shall survive until the Notes are no longer outstanding. Thereafter,
only the Company’s obligations in Sections 7.07, 8.04, 8.05 and 8.06 shall
survive. After any such irrevocable deposit, the Trustee upon request shall
acknowledge in writing the discharge of the Company’s obligations under the
Notes and this Indenture except for those surviving obligations specified
above.


 


SECTION 8.02.      Defeasance
and Discharge of Indenture. The Company will be deemed to have paid and
will be discharged from any and all obligations in respect of the Notes on the
123rd day after the deposit referred to in clause (A) of this Section
8.02, and the provisions of this Indenture will no longer be in effect with
respect to the Notes (except for, among other matters, certain obligations to
register the transfer or exchange of the Notes, to replace stolen, lost or
mutilated Notes, to maintain paying agencies and to hold monies for payment in
trust) and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same if:


 


(A)          With reference to
this Section 8.02, the Company has irrevocably deposited or caused to be
irrevocably deposited with the Trustee (or another trustee satisfying the
requirements of Section 7.10) and conveyed all right, title and interest to the
Trustee for the benefit of the Holders, under the terms of an irrevocable trust
agreement in form and substance satisfactory to the Trustee as trust funds in
trust specifically pledged to the Trustee for the benefit of the Holders as
security for payment of the principal of, or premium, if any, on the Notes and
dedicated solely to, the benefit 


 


44

















 


of the
Holders, in and to (1) money in an amount, (2) U.S. Government Obligations that
through the payment of interest and principal in respect thereof in accordance
with their terms, will provide, not later than one day before the due date of
any payment referred to in clause (A), money in an amount or (3) a combination
thereof in an amount sufficient, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, without consideration of the
reinvestment of such interest and after payment of all federal, state and local
taxes or other charges and assessments in respect thereof payable by the
Trustee, the principal of, premium if any, and accrued interest on the
outstanding Notes (i) on the Stated Maturity of such principal and interest;
provided that the Trustee shall have been irrevocably instructed to apply such
money or the proceeds of such U.S. Government Obligations to the payment of
such principal, premium, if any, and interest with respect to the Notes or (ii)
on any earlier Redemption Date pursuant to the terms of the Indenture and the
Notes; provided that the Company has provided the Trustee with irrevocable
instructions to redeem all of the outstanding Notes on such Redemption Date;


 


(B)           The Company has
delivered to the Trustee (1) either (x) an Opinion of Counsel to the
effect that Holders will not recognize income, gain or loss for federal income
tax purposes as a result of the Company’s exercise of its option under this
Section 8.02 and will be subject to federal income tax on the same amount and
in the same manner and at the same times as would have been the case if such
deposit, defeasance and discharge had not occurred, which Opinion of Counsel
shall be based upon (and accompanied by a copy of) a ruling of the Internal
Revenue Service to the same effect unless there has been a change in applicable
federal income tax law after the Closing Date such that a ruling is no longer
required or (y) a ruling directed to the Trustee received from the
Internal Revenue Service to the same effect as the aforementioned Opinion of
Counsel and (2) an Opinion of Counsel to the effect that the creation of the
defeasance trust does not violate the Investment Company Act of 1940 and that
after the passage of 123 days following the deposit (except, with respect to
any trust funds for the account of any Holder who may be deemed to be an “insider”
for purposes of the United States Bankruptcy Code, after one year following the
deposit), the trust funds will not be subject to the effect of Section 547 of
the United States Bankruptcy Code or Section 15 of the New York Debtor and
Creditor Law in a case commenced by or against the Company under either such
statute, and either (I) the trust funds will no longer remain the property of
the Company (and therefore will not be subject to the effect of any applicable
bankruptcy, insolvency, reorganization or similar laws affecting creditors’
rights generally) or (II) if a court were to rule under any such law in any
case or proceeding that the trust funds remained property of the Company, (a)
assuming such trust funds remained in the possession of the Trustee prior to
such court ruling to the extent not paid to the Holders, the Trustee will hold,
for the benefit of the Holders, a valid and perfected security interest in such
trust funds that is not avoidable in bankruptcy or otherwise except for the
effect of Section 552(b) of the United States Bankruptcy Code on interest on
the trust funds accruing after the commencement of a case under such statute
and (b) the Holders will be entitled to receive adequate protection of their
interests in such trust funds if such trust funds are used in such case or
proceeding;


 


45

















 


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


 


(D)          if the Notes are then
listed on a national securities exchange, the Company has delivered to the
Trustee an Opinion of Counsel to the effect that the Notes will not be delisted
as a result of such deposit, defeasance and discharge; and


 


(E)           the Company has
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in
each case stating that all conditions precedent provided for herein relating to
the defeasance contemplated by this Section 8.02 have been complied with.


 


Notwithstanding the foregoing, prior to the end of the
123-day (or one-year) period referred to in clause (B)(2) of this Section 8.02,
none of the Company’s obligations under this Indenture shall be discharged. Subsequent
to the end of such 123-day (or one year) period with respect to this Section
8.02, the Company’s obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07,
2.08, 2.09, 2.14, 4.01, 4.02, 8.04, 8.05, 8.06 and the rights, powers, trusts,
duties and immunities of the Trustee hereunder and Article Eleven (with respect
to payments in respect of Senior Subordinated Obligations other than with the
assets held in trust as described in this Section 8.02) shall survive until the
Notes are no longer outstanding. Thereafter, only the Company’s obligations in
Sections 7.07, 8.04, 8.05 and 8.06 shall survive. If and when a ruling from the
Internal Revenue Service or an Opinion of Counsel referred to in clause (B)(1)
of this Section 8.02 is able to be provided specifically without regard to, and
not in reliance upon, the continuance of the Company’s obligations under
Section 4.01, then the Company’s obligations under such Section 4.01 shall
cease upon delivery to the Trustee of such ruling or Opinion of Counsel and
compliance with the other conditions precedent provided for herein relating to
the defeasance contemplated by this Section 8.02.


 


After any such irrevocable deposit, the Trustee upon
request shall acknowledge in writing the discharge of the Company’s obligations
under the Notes and this Indenture except for those surviving obligations in
the immediately preceding paragraph.


 


SECTION 8.03.      Defeasance
of Certain Obligations. The Company may omit to comply with any term,
provision or condition set forth in Sections 4.03 through 4.05 and such
omission shall be deemed not to be an Event of Default under clause (c) of
Section 6.01 and clauses (d) and (e) of Section 6.01 of this Indenture, shall
be deemed not to be Events of Default, in each case with respect to the
outstanding Notes if:


 


(i)            with reference to
this Section 8.03, the Company has irrevocably deposited or caused to be
irrevocably deposited with the Trustee (or another trustee satisfying the
requirements of Section 7.10) and conveyed all right, title and interest to the
Trustee for the benefit of the Holders, under the terms of an irrevocable trust
agreement in form and substance satisfactory to the Trustee as trust funds in
trust, 


 


46

















 


specifically
pledged to the Trustee for the benefit of the Holders as security for payment
of the principal of, premium, if any, and interest, if any, on the Notes, and
dedicated solely to, the benefit of the Holders, in and to (A) money in an
amount, (B) U.S. Government Obligations that, through the payment of
interest, premium, if any, and principal in respect thereof in accordance with
their terms, will provide, not later than one day before the due date of any
payment referred to in this clause (i), money in an amount or (C) a combination
thereof in an amount sufficient, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, without consideration of the
reinvestment of such interest and after payment of all federal, state and local
taxes or other charges and assessments in respect thereof payable by the
Trustee, the principal of, premium, if any, and interest on the outstanding
Notes (i) on the Stated Maturity of such principal or interest; provided that the Trustee shall have been
irrevocably instructed to apply such money or the proceeds of such U.S.
Government Obligations to the payment of such principal, premium, if any, and
interest with respect to the Notes or (ii) on any earlier Redemption Date
pursuant to the terms of the Indenture and the Notes; provided that the Company has provided the
Trustee with irrevocable instructions to redeem all of the outstanding Notes on
such redemption Date;


 


(ii)           the Company has
delivered to the Trustee an Opinion of Counsel to the effect that (A) the
creation of the defeasance trust does not violate the Investment Company Act of
1940, (B) after the passage of 123 days following the deposit (except, with
respect to any trust funds for the account of any Holder who may be deemed to
be an “insider” for purposes of the United States Bankruptcy Code, after one
year following the deposit), the trust funds will not be subject to the effect
of Section 547 of the United States Bankruptcy Code or Section 15 of the New
York Debtor and Creditor Law in a case commenced by or against the Company
under either such statute, and either (1) the trust funds will no longer remain
the property of the Company (and therefore will not be subject to the effect of
any applicable bankruptcy, insolvency, reorganization or similar laws affecting
creditors’ rights generally) or (2) if a court were to rule under any such
law in any case or proceeding that the trust funds remained property of the
Company, (x) assuming such trust funds remained in the possession of the
Trustee prior to such court ruling to the extent not paid to the Holders, the
Trustee will hold, for the benefit of the Holders, a valid and perfected
security interest in such trust funds that is not avoidable in bankruptcy or
otherwise (except for the effect of Section 552(b) of the United States
Bankruptcy Code on interest on the trust funds accruing after the commencement
of a case under such statute) and (y) the Holders will be entitled to
receive adequate protection of their interests in such trust funds if such
trust funds are used in such case or proceeding, (C) the Holders will not
recognize income, gain or loss for federal income tax purposes as a result of
such deposit and defeasance of certain covenants and Events of Default and will
be subject to federal income tax on the same amount and in the same manner and
at the same times as would have been the case if such deposit and defeasance
had not occurred and (D) the Trustee, for the benefit of the Holders, has a
valid first-priority security interest in the trust funds;


 


(iii)          immediately after
giving effect to such deposit on a pro forma basis, no Default or Event of
Default shall have occurred and be continuing on the date of such 


 


47

















 


deposit or
during the period ending on the 123rd day after such date of such deposit, and
such deposit shall not result in a breach or violation of, or constitute a
default under, this Indenture or any other agreement or instrument to which the
Company or any of its Subsidiaries is a party or by which the Company or any of
its Subsidiaries is bound;


 


(iv)          if the Notes are
then listed on a national securities exchange, the Company has delivered to the
Trustee an Opinion of Counsel to the effect that the Notes will not be delisted
as a result of such deposit, defeasance and discharge; and


 


(v)           the Company has
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in
each case stating that all conditions precedent provided for herein relating to
the defeasance contemplated by this Section 8.03 have been complied with.


 


SECTION 8.04.      Application
of Trust Money. Subject to Section 8.06, the Trustee or Paying Agent shall
hold in trust money or U.S. Government Obligations deposited with it pursuant
to Section 8.01, 8.02 or 8.03, as the case may be, and shall apply the
deposited money and the money from U.S. Government Obligations in accordance
with the Notes and this Indenture to the payment of principal of, premium, if
any, and interest on the Notes; but such money need not be segregated from
other funds except to the extent required by law.


 


SECTION 8.05.      Repayment
to Company. Subject to any applicable escheat and abandoned property laws
and Sections 7.07, 8.01, 8.02 and 8.03, the Trustee and the Paying Agent shall
promptly pay to the Company upon request set forth in an Officers’ Certificate
any excess money held by them at any time and thereupon shall be relieved from
all liability with respect to such money. The Trustee and the Paying Agent
shall pay to the Company upon request any money held by them for the payment of
principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or Paying Agent
before being required to make any payment may cause to be published at the
expense of the Company once in a newspaper of general circulation in The City
of New York or mail to each Holder entitled to such money at such Holder’s
address (as set forth in the Security Register) notice that such money remains
unclaimed and that after a date specified therein (which shall be at least 30
days from the date of such publication or mailing) any unclaimed balance of
such money then remaining will be repaid to the Company. After payment to the
Company, Holders entitled to such money must look to the Company for payment as
general creditors unless an applicable law designates another Person, and all
liability of the Trustee and such Paying Agent with respect to such money shall
cease.


 


SECTION 8.06.      Reinstatement.
If the Trustee or Paying Agent is unable to apply any money or U.S. Government
Obligations in accordance with Section 8.01, 8.02 or 8.03, as the case may be,
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 and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.01, 8.02 or 8.03, as the case may be, until such time as the Trustee
or Paying Agent is permitted to apply all such money or U.S. Government
Obligations in accordance with Section 8.01, 8.02 or 8.03, as the case may
be; provided that, if the Company
has made any payment of principal of, premium, if any, or interest on any Notes
because of the reinstatement of its obligations, the Company shall be
subrogated to 


 


48

















 


the rights of the Holders of such Notes to
receive such payment from the money or U.S. Government Obligations held by the
Trustee or Paying Agent.


 


ARTICLE NINE

AMENDMENTS, SUPPLEMENTS AND WAIVERS


 


SECTION 9.01.      Without
Consent of Holders. The Company, when authorized by a resolution of its
Board of Directors (as evidenced by a Board Resolution delivered to the
Trustee), the Subsidiary Guarantors and the Trustee may amend or supplement
this Indenture or the Notes without notice to or the consent of any Holder to:


 


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


 


(2)           comply with Article Five or Section
4.13;


 


(3)           comply with any requirements of the
Commission in connection with the qualification of this Indenture under the TIA
or in order to maintain such qualification;


 


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


 


(5)           provide for Additional Notes; or


 


(6)           make any change that, in the good
faith opinion of the Board of Directors, as evidenced by a Board Resolution,
does not materially and adversely affect the rights of any Holder.


 


SECTION 9.02.      With
Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior
notice to the Holders, the Company, when authorized by its Board of Directors
(as evidenced by a Board Resolution delivered to the Trustee), the Subsidiary
Guarantors and the Trustee may amend this Indenture and the Notes with the
consent of the Holders of a majority in aggregate principal amount of the Notes
then outstanding, and the Holders of a majority in aggregate principal amount
of the Notes then outstanding by written notice to the Trustee may waive future
compliance by the Company with any provision of this Indenture or the Notes.


 


Notwithstanding the provisions of this Section 9.02,
without the consent of each Holder affected, an amendment or waiver, including
a waiver pursuant to Section 6.04, may not:


 


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


 


(ii)           reduce the
principal amount of, or premium, if any, or interest on, any Note;


 


(iii)          change the optional
redemption dates or optional redemption prices of the Notes from that stated in
Section 3.01;


 


49

















 


(iv)          change any place or
currency of payment of principal of, or premium, if any, or interest on, any
Note;


 


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


 


(vi)          waive a Default in
the payment of principal of, premium, if any, or interest on, any Note;


 


(vii)         modify any of the
provisions of this Section 9.02, except to increase any such percentage or to
provide that certain other provisions of this Indenture cannot be modified or
waived without the consent of the Holder of each outstanding Note affected
thereby;


 


(viii)        release any
Subsidiary Guarantor from its Note Guarantee, except as provided in this
Indenture;


 


(ix)           amend, change or
modify the obligation of the Company to make and consummate an Offer to
Purchase under Section 4.05 after a Change of Control has occurred, including
amending, changing or modifying any definition relating thereto; or


 


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


 


It shall not be necessary for the consent of the
Holders under this Section 9.02 to approve the particular form of any proposed
amendment, supplement or waiver, but it shall be sufficient if such consent
approves the substance thereof.


 


After an amendment, supplement or waiver under this
Section 9.02 becomes effective, the Company shall mail to the Holders affected
thereby a notice briefly describing the amendment, supplement or waiver. The
Company will mail supplemental indentures to Holders upon request. Any failure
of the Company to mail such notice, or any defect therein, shall not, however,
in any way impair or affect the validity of any such supplemental indenture or
waiver.


 


SECTION 9.03.      Revocation
and Effect of Consent. Until an amendment or waiver becomes effective, a
consent to it by a Holder is a continuing consent by the Holder and every
subsequent Holder of a Note or portion of a Note that evidences the same debt
as the Note of the consenting Holder, even if notation of the consent is not
made on any Note. However, any such Holder or subsequent Holder may revoke the
consent as to its Note or portion of its Note. Such revocation shall be
effective only if the Trustee receives the notice of revocation before the date
the amendment, supplement or waiver becomes effective. An amendment, supplement
or waiver shall become effective on receipt by the Trustee of written consents
from the Holders of the requisite percentage in principal amount of the
outstanding Notes.


 


The Company may, but shall not be obligated to, fix a
record date for the purpose of determining the Holders entitled to consent to
any amendment, supplement or waiver. If a 


 


50

















 


record date is fixed,
then, notwithstanding the last two sentences of the immediately preceding
paragraph, those persons who were Holders at such record date (or their duly
designated proxies) and only those persons shall be entitled to consent to such
amendment, supplement or waiver or to revoke any consent previously given,
whether or not such persons continue to be Holders after such record date. No
such consent shall be valid or effective for more than 90 days after such
record date.


 


After an amendment, supplement or waiver becomes
effective, it shall bind every Holder unless it is of the type described in the
second paragraph of Section 9.02. In case of an amendment or waiver of the
type described in the second paragraph of Section 9.02, the amendment or waiver
shall bind each Holder who has consented to it and every subsequent Holder of a
Note that evidences the same indebtedness as the Note of the consenting Holder.


 


SECTION 9.04.      Notation
on or Exchange of Notes. If an amendment, supplement or waiver changes the
terms of a Note, the Trustee may require the Holder to deliver such Note to the
Trustee. At the Company’s expense, the Trustee may place an appropriate
notation on the Note about the changed terms and return it to the Holder and
the Trustee may place an appropriate notation on any Note thereafter
authenticated. Alternatively, if the Company or the Trustee so determines, 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 issue a new Note, shall not affect the validity and effect of such
amendment, supplement or waiver.


 


SECTION 9.05.      Trustee
to Sign Amendments, Etc. The Trustee shall be entitled to receive, and
shall be fully protected in relying upon, an Opinion of Counsel stating that
the execution of any amendment, supplement or waiver authorized pursuant to
this Article Nine is authorized or permitted by this Indenture and that it will
be valid and binding upon the Company. Subject to the preceding sentence, the
Trustee shall sign such amendment, supplement or waiver if the same does not
adversely affect the rights, duties, liabilities or immunities of the Trustee. The
Trustee may, but shall not be obligated to, execute any such amendment,
supplement or waiver that affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise.


 


SECTION 9.06.      Conformity
with Trust Indenture Act. Every supplemental indenture executed pursuant to
this Article Nine shall conform to the requirements of the TIA as then in
effect.


 


ARTICLE TEN

GUARANTEE OF NOTES


 


SECTION 10.01.    Note Guarantee. Subject to the provisions of this Article
Ten, each Subsidiary Guarantor hereby, jointly and severally, fully and unconditionally
Guarantees to each Holder of Notes hereunder and to the Trustee on behalf of
the Holders:  (i) the due and punctual
payment of the principal of, premium, if any, on and interest on each Note,
when and as the same shall become due and payable, whether at maturity, by
acceleration or otherwise, the due and punctual payment of interest on the
overdue principal of and interest, if any, on the Notes, to the extent lawful,
and the due and punctual performance of all other 


 


51

















 


obligations of the Company to the Holders or
the Trustee, all in accordance with the terms of such Note and this Indenture
and (ii) in the case of any extension of time of payment or renewal of any
Notes or any of such other obligations, that the same will be promptly paid in
full when due or performed in accordance with the terms of the extension or
renewal, at Stated Maturity, by acceleration or otherwise, subject, however, in the case of clauses (i) and
(ii) above, to the limitations set forth in the next succeeding paragraph.


 


Each Subsidiary Guarantor and by its acceptance hereof
each Holder hereby confirms that it is the intention of all such parties that
the Guarantee by any Subsidiary Guarantor pursuant to its Note Guarantee not
constitute a fraudulent transfer or conveyance for purposes of the United
States Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform
Fraudulent Transfer Act or any similar Federal or state law. To effectuate the
foregoing intention, the Holders and each Subsidiary Guarantor hereby
irrevocably agree that the obligations of each Subsidiary Guarantor under its
Note Guarantee shall be limited to the maximum amount as will, after giving
effect to all other contingent and fixed liabilities of each Subsidiary
Guarantor and after giving effect to any collections from or payments made by
or on behalf of any other Subsidiary Guarantor in respect of the obligations of
such other Subsidiary Guarantor under its Note Guarantee or pursuant to the following
paragraph, result in the obligations of such Subsidiary Guarantor under its
Note Guarantee not constituting such fraudulent transfer or conveyance.


 


In order to provide for just and equitable
contribution among the Subsidiary Guarantors, the Subsidiary Guarantors agree, inter se, that in the event any payment or
distribution is made by any Subsidiary Guarantor (a “Funding Guarantor”)
under its Note Guarantee, such Funding Guarantor shall be entitled to a
contribution from all other Subsidiary Guarantors in a pro rata amount based on the Adjusted Net
Assets of each Subsidiary Guarantor (including the Funding Guarantor) for all
payments, damages and expenses incurred by that Funding Guarantor in
discharging the Company’s obligations with respect to the Notes or any other
Subsidiary Guarantor’s obligations with respect to its Note Guarantee. “Adjusted
Net Assets” of such Subsidiary Guarantor at any date shall mean the lesser
of the amount by which (x) the fair value of the property of such Subsidiary
Guarantor exceeds the total amount of liabilities, including, without
limitation, contingent liabilities (after giving effect to all other fixed and
contingent liabilities incurred or assumed on such date), but excluding
liabilities under the Note Guarantee, of such Guarantor at such date and (y)
the present fair salable value of the assets of such Subsidiary Guarantor at
such date exceeds the amount that will be required to pay the probable
liability of such Subsidiary Guarantor on its debts (after giving effect to all
other fixed and contingent liabilities incurred or assumed on such date and
after giving effect to any collection from any Subsidiary of such Subsidiary
Guarantor in respect of the obligations of such Subsidiary under the Note
Guarantee of such Subsidiary Guarantor), excluding debt in respect of its Note
Guarantee of such Subsidiary Guarantor), excluding debt in respect of its Note
Guarantee, as they become absolute and matured.


 


Each Subsidiary Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
merger or bankruptcy of the Company, any right to require a proceeding first
against the Company, the benefit of discussion, protest or notice with respect
to any such Note or the debt evidenced thereby and all demands whatsoever
(except as specified above), and covenants that this Note Guarantee will not be
discharged as to 


 


52

















 


any such Note except by
payment in full of the principal thereof and interest thereon and as provided
in Sections 8.01, 8.02 and 8.03. In the event of any declaration of
acceleration of such obligations as provided in Article Six, such obligations
(whether or not due and payable) shall forthwith become due and payable by each
Subsidiary Guarantor for the purposes of this Article Ten. In addition, without
limiting the foregoing provisions, upon the effectiveness of an acceleration
under Article Six, the Trustee shall promptly make a demand for payment on the
Notes under the Note Guarantee provided for in this Article Ten.


 


The obligations of each Subsidiary Guarantor under its
Note Guarantee are independent of the obligations Guaranteed by the Subsidiary
Guarantor hereunder, and a separate action or actions may be brought and prosecuted
by the Trustee on behalf of, or by, the Holders, subject to the terms and
conditions set forth in this Indenture, against any Subsidiary Guarantor to
enforce this Note Guarantee, irrespective of whether any action is brought
against the Company or whether the Company is joined in any such action or
actions.


 


If the Trustee or the Holder is required by any court
or otherwise to return to the Company or any Subsidiary Guarantor, or any
custodian, receiver, liquidator, trustee, sequestrator or other similar
official acting in relation to Company or any Subsidiary Guarantor, any amount
paid to the Trustee or such Holder in respect of a Note, this Note Guarantee,
to the extent theretofore discharged, shall be reinstated in full force and
effect. Each Subsidiary Guarantor further agrees, to the fullest extent that it
may lawfully do so, that, as between it, on the one hand, and the Holders and
the Trustee, on the other hand, the maturity of the obligations Guaranteed
hereby may be accelerated as provided in Article Six hereof for the purposes of
this Note Guarantee, notwithstanding any stay, injunction or other prohibition
extant under any applicable bankruptcy law preventing such acceleration in
respect of the obligations Guaranteed hereby.


 


Each Subsidiary Guarantor hereby irrevocably waives
any claim or other rights which it may now or hereafter acquire against the
Company or any other Subsidiary Guarantor that arise from the existence,
payment, performance or enforcement of its obligations under this Note
Guarantee and this Indenture, including, without limitation, any right of
subrogation, reimbursement, exoneration, contribution, indemnification, any
right to participate in any claim or remedy of the Holders against the Company
or any Subsidiary Guarantor or any collateral which any such Holder or the
Trustee on behalf of such Holder hereafter acquires, whether or not such claim,
remedy or right arises in equity, or under contract, statute or common law,
including, without limitation, the right to take or receive from the Company or
a Subsidiary Guarantor, directly or indirectly, in cash or other property or by
set-off or in any other manner, payment or security on account of such claim or
other rights. If any amount shall be paid to a Subsidiary Guarantor in
violation of the preceding sentence and the principal of, premium, if any, and
accrued interest on the Notes shall not have been paid in full, such amount
shall be deemed to have been paid to such Subsidiary Guarantor for the benefit
of, and held in trust for the benefit of, the Holders, and shall forthwith be
paid to the Trustee for the benefit of the Holders to be credited and applied
upon the principal of, premium, if any, and accrued interest on the Notes. Each
Subsidiary Guarantor acknowledges that it will receive direct and indirect
benefits from the issuance of the Notes pursuant to this Indenture and that the
waivers set forth in this Section 10.01 are knowingly made in contemplation of
such benefits.


 


53
















 


The Note Guarantee set forth in this Section 10.01
shall not be valid or become obligatory for any purpose with respect to a Note
until the certificate of authentication on such Note shall have been signed by
or on behalf of the Trustee.


 


SECTION 10.02.    Obligations Unconditional. Nothing contained in this
Article Ten or elsewhere in this Indenture or in the Notes is intended to or
shall impair, as among any Subsidiary Guarantor and the holders of the Notes,
the obligation of such Subsidiary Guarantor, which is absolute and
unconditional, upon failure by the Company to pay to the holders of the Notes
the principal of, premium, if any, and interest on the Notes as and when the
same shall become due and payable in accordance with their terms, or is
intended to or shall affect the relative rights of the Holders and creditors of
such Subsidiary Guarantor, nor shall anything herein or therein prevent any
Holder or the Trustee on their behalf from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture.


 


Without limiting the foregoing, nothing contained in
this Article Ten will restrict the right of the Trustee or the Holders to take
any action to declare the Note Guarantee to be due and payable prior to the
Stated Maturity of any Notes pursuant to Section 6.02 or to pursue any rights
or remedies hereunder.


 


SECTION 10.03.    Release of Note Guarantees. The Note Guarantee of any
Subsidiary Guarantor will be automatically and unconditionally released and
discharged upon:


 


(i)            any
sale, exchange or transfer (including by way of merger or consolidation) to any
Person (other than an Affiliate of the Company) of all of the Capital Stock of
such Subsidiary Guarantor;


 


(ii)           the
release or discharge of the guarantee by such Subsidiary Guarantor of
Indebtedness of the Company or the repayment of the Indebtedness (or
Attributable Debt) of such Subsidiary Guarantor, in each case which resulted in
the obligation to Guarantee the Notes; provided that such Subsidiary Guarantor
has not Guaranteed any other Indebtedness of the Company or any Subsidiary
Guarantor or incurred or otherwise become liable for any other Indebtedness (or
Attributable Debt) which would have resulted in an obligation to Guarantee the
Notes;.


 


(iii)          if the Notes are rated Investment
Grade by both Rating Agencies and no Default or Event of Default shall have
occurred and then be continuing; or


 


(iv)          if the Notes are defeased in
accordance with the terms of this Indenture.


 


SECTION 10.04.    Notice to Trustee. Each Subsidiary Guarantor shall give
prompt written notice to the Trustee of any fact known to such Subsidiary
Guarantor which would prohibit the making of any payment to or by the Trustee
in respect of the Note Guarantee pursuant to the provisions of this Article
Ten.


 


SECTION 10.05.    This Article Not to Prevent Events of Default. The failure
to make a payment on account of principal of, premium, if any, or interest on
the Notes by reason of any provision of this Article Ten will not be construed
as preventing the occurrence of an Event of Default.


 


54

















 


ARTICLE ELEVEN

MISCELLANEOUS


 


SECTION 11.01.    Trust Indenture Act of 1939. Prior to the effectiveness of
the Registration Statement, this Indenture shall incorporate and be governed by
the provisions of the TIA that are required to be part of and to govern
indentures qualified under the TIA. After the effectiveness of the Registration
Statement, this Indenture shall be subject to the provisions of the TIA that
are required to be a part of this Indenture and shall, to the extent
applicable, be governed by such provisions.


 


SECTION 11.02.    Notices. Any notice, request or communication shall be
sufficiently given if in writing and delivered in person, mailed by first-class
mail or sent by telecopier transmission addressed as follows:


 


if to the Company:


 


Steel Dynamics, Inc.

6714 Pointe Inverness Way, Suite 200


Fort Wayne, Indiana 
46804


Telecopier No.: 
(219) 969-3590


 


Attention: 
Chief Financial Officer


 


if to the Trustee:


 


Wells Fargo Bank, National Association


230 West Monroe Street, Suite 2900


Chicago, IL 60606


Telecopier No.: 
(312) 726-2158


 


Attention: 
Corporate Trust Services


 


The Company or the Trustee by notice to the other may
designate additional or different addresses for subsequent notices or
communications.


 


Any notice or communication mailed to a Holder shall
be mailed to it at its address as it appears on the Security Register by first-class
mail and shall be sufficiently given to the Holder if so mailed within the time
prescribed. Any notice or communication shall also be so mailed to any Person
described in TIA Section 313(c), to the extent required by the TIA. Copies of
any such communication or notice to a Holder shall also be mailed to the
Trustee and each Agent at the same time.


 


Failure to mail a notice or communication to a Holder
as provided herein or any defect in any such notice or communication shall not
affect its sufficiency with respect to other Holders. Except for a notice to
the Trustee, which is deemed given only when received, and except as otherwise
provided in this Indenture, if a notice or communication is mailed in the
manner provided in this Section 11.02, it is duly given, whether or not the
addressee receives it.


 


55

















 


Where this Indenture provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.


 


In case by reason of the suspension of regular mail
service or by reason of any other cause it shall be impracticable to give such
notice by mail, then such notification as shall be made with the approval of
the Trustee shall constitute a sufficient notification for every purpose
hereunder.


 


Holders may communicate pursuant to TIA Section 312(b)
with other Holders 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 TIA Section 312(c).


 


SECTION 11.03.    Certificate and Opinion as to Conditions Precedent. Upon
any request or application by the Company to the Trustee to take any action
under this Indenture, the Company shall furnish to the Trustee:


 


(i)            an Officers’
Certificate 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


 


(ii)           an Opinion of
Counsel stating that, in the opinion of such Counsel, all such conditions
precedent have been complied with.


 


SECTION 11.04.    Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include:


 


(i)            a statement that
each person signing such certificate or opinion has read such covenant or
condition and the definitions herein relating thereto;


 


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


 


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


 


(iv)          a statement as to
whether or not, in the opinion of each such person, such condition or covenant
has been complied with; provided, however,
that, with respect to matters of fact, an Opinion of Counsel may rely on an
Officers’ Certificate or certificates of public officials.


 


56

















 


SECTION 11.05.    Rules by Trustee, Paying Agent or Registrar. The Trustee
may make reasonable rules for action by or at a meeting of Holders. The Paying
Agent or Registrar may make reasonable rules for its functions.


 


SECTION 11.06.    Payment Date Other Than a Business Day. If an Interest
Payment Date, Redemption Date, Payment Date, Stated Maturity or date of
maturity of any Note shall not be a Business Day, then payment of principal of,
premium, if any, or interest on such Note, as the case may be, need not be made
on such date, but may be made on the next succeeding Business Day with the same
force and effect as if made on the Interest Payment Date, Payment Date or
Redemption Date, or at the Stated Maturity or date of maturity of such Note; provided that no interest shall accrue for
the period from and after such Interest Payment Date, Payment Date, Redemption
Date, Stated Maturity or date of maturity, as the case may be.


 


SECTION 11.07.    Governing Law. This Indenture and the Notes shall be
governed by the laws of the State of New York. The Trustee, the Company and the
Holders agree to submit to the jurisdiction of the courts of the State of New
York in any action or proceeding arising out of or relating to this Indenture
or the Notes.


 


SECTION 11.08.    No Adverse Interpretation of Other Agreements. This
Indenture may not be used to interpret another indenture, loan or debt
agreement of the Company or any Subsidiary of the Company. Any such indenture,
loan or debt agreement may not be used to interpret this Indenture.


 


SECTION 11.09.    No Recourse Against Others. No recourse for the payment of
the principal of, premium, if any, or interest on any of the Notes, or for any
claim based thereon or otherwise in respect thereof, and no recourse under or
upon any obligation, covenant or agreement of the Company contained in this
Indenture or in any of the Notes, or because of the creation of any
Indebtedness represented thereby, shall be had against any incorporator or against
any past, present or future partner, stockholder, other equityholder, officer,
director, employee or controlling person, as such, of the Company or of any
successor Person, either directly or through the Company or any successor
Person, whether by virtue of any constitution, statute or rule of law, or by
the enforcement of any assessment or penalty or otherwise; it being expressly
understood that all such liability is hereby expressly waived and released as a
condition of, and as a consideration for, the execution of this Indenture and
the issue of the Notes.


 


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


 


SECTION 11.11.    Duplicate 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.


 


SECTION 11.12.    Separability. In case any provision in this Indenture or
in the Notes shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.


 


57

















 


SECTION 11.13.    Table of Contents, Headings, Etc. The Table of Contents,
Cross-Reference Table and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be
considered a part hereof and shall in no way modify or restrict any of the
terms and provisions hereof.


 


SECTION 11.14.    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.


 


58

















 


SIGNATURES


 


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


 


	
   

  	
  STEEL DYNAMICS, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Theresa E.
  Wagler

  	
   

  
	
   

  	
  Name:

  	
  Theresa E.
  Wagler

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SDI INVESTMENT
  COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Theresa E.
  Wagler

  	
   

  
	
   

  	
  Name:

  	
  Theresa E.
  Wagler

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  STEEL DYNAMICS SALES NORTH AMERICA, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Theresa E.
  Wagler

  	
   

  
	
   

  	
  Name:

  	
  Theresa E.
  Wagler

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NEW MILLENNIUM BUILDING 

  SYSTEMS, LLC

  	
   

  
	
   

  	
  SHREDDED
  PRODUCTS II, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Theresa E.
  Wagler

  	
   

  
	
   

  	
  Name:

  	
  Theresa E.
  Wagler

  	
   

  
	
   

  	
  Title:

  	
  Vice President of
  Steel Dynamics, Inc.,

  as the Sole Member

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  STEEL DYNAMICS FERROUS RESOURCES, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Theresa E.
  Wagler

  	
   

  
	
   

  	
  Name:

  	
  Theresa E.
  Wagler

  	
   

  
	
   

  	
  Title:

  	
  Vice President of
  Steel Holdings, Inc.,

  as the Sole Member

  	
   

  
						



 


59

















 


	
   

  	
  STEEL HOLDINGS, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Theresa E.
  Wagler

  	
   

  
	
   

  	
  Name:

  	
  Theresa E.
  Wagler

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ROANOKE ELECTRIC STEEL CORPORATION

  	
   

  
	
   

  	
  NEW MILLENNIUM BUILDING 

  SYSTEMS, INC.

  	
   

  
	
   

  	
  SOCAR OF OHIO, INC.

  	
   

  
	
   

  	
  RESCO STEEL PRODUCTS 

  CORPORATION

  	
   

  
	
   

  	
  ROANOKE TECHNICAL TREATMENT & SERVICES, INC.

  	
   

  
	
   

  	
  STEEL OF WEST VIRGINIA, INC.

  	
   

  
	
   

  	
  STEEL VENTURES, INC.

  	
   

  
	
   

  	
  SWVA, INC.

  	
   

  
	
   

  	
  MARSHALL STEEL, INC.

  	
   

  
	
   

  	
  SHREDDED PRODUCTS, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Theresa E.
  Wagler

  	
   

  
	
   

  	
  Name:

  	
  Theresa E.
  Wagler

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JOHN W. HANCOCK, JR., LLC

  	
   

  
	
   

  	
  SHREDDED PRODUCTS II, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Theresa E.
  Wagler

  	
   

  
	
   

  	
  Name:

  	
  Theresa E.
  Wagler

  	
   

  
	
   

  	
  Title:

  	
  Vice President of
  Roanoke Electric

  Steel Corporation, as the Sole Member

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE TECHS HOLDINGS, INC.

  	
   

  
	
   

  	
  THE TECHS INDUSTRIES, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Theresa E.
  Wagler

  	
   

  
	
   

  	
  Name:

  	
  Theresa E.
  Wagler

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
						



 


60

















 


	
   

  	
  WELLS FARGO
  BANK, NATIONAL ASSOCIATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory S.
  Clarke

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gregory S.
  Clarke

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
						



 


61

















 


EXHIBIT A


 


[APPLICABLE LEGENDS]


 


[FACE OF NOTE]


 


STEEL DYNAMICS, INC.


 


73/8 %  Senior Note due 2012


 


[CUSIP No.][ISIN][                     ]


 


	
  No. 

  	
   

  	
  $

  



 


STEEL DYNAMICS, INC. an Indiana corporation (the “Company”,
which term includes any successor under the Indenture hereinafter referred to),
for value received, promises to pay to                                     ,
or its registered assigns, the principal sum of Seven Hundred Million Dollars
($700,000,000.00) on November 1, 2012.


 


Interest Payment Dates: May 1 and November 1,
commencing May 1, 2008.


 


Regular Record Dates: April 15 and October 15.


 


SDI Investment Company, a Delaware corporation, Steel
Dynamics Sales North America, Inc., an Indiana corporation, New Millennium
Building Systems, LLC, an Indiana limited liability company, Steel Holdings,
Inc., an Indiana corporation, Steel Dynamics Ferrous Resources, LLC, an Indiana
limited liability company, Roanoke Electric Steel Corporation, an Indiana
corporation, New Millennium Building Systems, Inc., a South Carolina
corporation, Socar of Ohio, Inc., an Ohio corporation, RESCO Steel Products
Corporation, a Virginia corporation, Roanoke Technical Treatment &
Services, Inc., a Virginia corporation, Shredded Products, LLC, a Virginia
limited liability company, Shredded Products II, LLC, an Indiana limited
liability company, John W. Hancock, Jr., LLC, a Virginia limited liability
company, Steel of West Virginia, Inc., a Delaware corporation, Steel Ventures,
Inc., a Delaware, SWVA, Inc., a Delaware corporation, Marshall Steel, Inc., a
Delaware corporation, The Techs Holdings, Inc., a Delaware corporation, and The
Techs Industries, Inc., a Delaware corporation, and any future Subsidiary
Guarantors (collectively, the “Subsidiary Guarantors,” which term
includes any successors under the Indenture hereinafter referred to and any
Restricted Subsidiary that provides a Note Guarantee pursuant to the
Indenture), has fully and unconditionally guaranteed the payment of principal
of premium, if any, and interest on the Notes.


 


Reference is hereby made to the further provisions of
this Note set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.


 


A-1

















 


IN WITNESS WHEREOF, the Company has caused this Note
to be signed manually or by facsimile by its duly authorized officers.


 


	
   

  	
  STEEL DYNAMICS,
  INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
					



 


(Trustee’s Certificate of Authentication)


 


This is one of the 73/8  %
Senior Notes due 2012 described in the within-mentioned Indenture.


 


	
  Date:

  	
  WELLS FARGO
  BANK, NATIONAL ASSOCIATION

  	
   

  
	
   

  	
  as Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized
  Signer

  	
   

  
					



 


A-2
















 


[REVERSE SIDE OF NOTE]


 


STEEL DYNAMICS, INC.


 


73/8%  Senior Note due 2012


 


1.             Principal and
Interest.


 


The Company will pay the principal of this Note on
November 1, 2012.


 


The Company promises to pay interest on the principal
amount of this Note on each Interest Payment Date, as set forth below, at a
rate of 73/8% per annum, subject to increase as described
below.


 


Interest will be payable semiannually (to the holders
of record of the Notes at the close of business on the April 15 or October 15
immediately preceding the Interest Payment Date) on each Interest Payment Date,
commencing May 1, 2008.


 


If neither an exchange offer (the “Exchange Offer”)
registered under the Securities Act is consummated nor a shelf registration
statement (the “Shelf Registration Statement”) under the Securities Act with
respect to resales of the Notes is declared effective by the Commission on or
before July 12, 2008 in accordance with the terms of the Registration Rights
Agreement dated October 12, 2007 among the Company, the Initial Subsidiary
Guarantors and Banc of America Securities LLC, Goldman, Sachs & Co., Morgan
Stanley & Co. Incorporated, NatCity Investments, Inc. and Wells Fargo
Securities, LLC, then the annual interest rate borne by the Notes shall be increased
by 0.5% from the rate shown above accruing from July 12, 2008, payable in cash
semiannually, in arrears, on each Interest Payment Date, commencing November 1,
2008 until the consummation of the Exchange Offer or the effectiveness of the
Shelf Registration Statement. The Holder of this Note is entitled to the
benefits of such Registration Rights Agreement.


 


Interest on the Notes will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from
October 12, 2007; provided that,
if there is no existing default in the payment of interest and this Note is
authenticated between a Regular Record Date referred to on the face hereof and
the next succeeding Interest Payment Date, interest shall accrue from such
Interest Payment Date. Interest will be computed on the basis of a 360-day year
of twelve 30-day months.


 


The Company shall pay interest on overdue principal
and premium, if any, and interest on overdue installments of interest, to the
extent lawful, at a rate per annum that is 2% in excess of the rate otherwise
payable.


 


2.             Method of Payment.


 


The Company will pay interest (except defaulted
interest) on the principal amount of the Notes as provided above on each May 1
and November 1, commencing May 1, 2008 to the persons who are Holders (as
reflected in the Security Register at the close of business on the April 15 or
October 15 immediately preceding the Interest Payment Date), in each case, even
if 


 


A-3

















 


the Note is cancelled on
registration of transfer or registration of exchange after such record date; provided that, with respect to the payment
of principal, the Company will make payment to the Holder that surrenders this
Note to a Paying Agent on or after November 1, 2012.


 


This Note is a “book-entry” note and is being
registered in the name of Cede & Co. as nominee of The Depositary Trust
Company (“DTC”), a clearing agency. As long as this Note is registered in the
name of DTC or its nominee, the Trustee will make payments of principal,
premium, if any, and interest on this Note by wire transfer of immediately
available funds to DTC or its nominee. With respect to any Note that is not
registered in the name of DTC or its nominee, the Company may pay principal,
premium, if any, and interest by its check payable in such money of the United
States that at the time of payment is legal tender for payment of public and
private debts. It may mail an interest check to a Holder’s registered address
(as reflected in the Security Register). If a payment date is a date other than
a Business Day at a place of payment, payment may be made at that place on the
next succeeding day that is a Business Day and no interest shall accrue for the
intervening period.


 


The Notes may be exchanged or transferred at the
office or agency of the Company. Initially, the paying agent office of the
Trustee will serve as such office.


 


3.             Paying Agent and
Registrar.


 


Initially, the Trustee will act as authenticating
agent, Paying Agent and Registrar. The Company may change any authenticating
agent, Paying Agent or Registrar without notice. The Company, any Subsidiary or
any Affiliate of any of them may act as Paying Agent, Registrar or co-Registrar.


 


4.             Indenture;
Limitations.


 


The Company issued the Notes under an Indenture dated
as of October 12, 2007 (the “Indenture”), among the Company, the Initial
Subsidiary Guarantors and Wells Fargo Bank, National Association, as trustee
(the “Trustee”). Capitalized terms herein are used as defined in the
Indenture unless otherwise indicated. The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by reference to
the Trust Indenture Act. The Notes are subject to all such terms, and Holders
are referred to the Indenture and the Trust Indenture Act for a statement of
all such terms. To the extent permitted by applicable law, in the event of any
inconsistency between the terms of this Note and the terms of the Indenture,
the terms of the Indenture shall control.


 


The Notes are general unsecured obligations of the
Company.


 


The Company may, subject to and applicable law, issue
additional Notes under the Indenture. The Indenture does not limit the amount
of Notes that may be issued.


 


5.             Optional
Redemption.


 


At any time prior to November 1, 2010, the Company may
redeem up to 35% of the aggregate principal amount of the Notes with the Net
Cash Proceeds of one or more sales of common stock of the Company at a
Redemption Price (expressed as a percentage of principal 


 


A-4

















 


amount) of 107.375%, plus
accrued and unpaid interest to the Redemption Date (subject to the rights of
Holders of record on the relevant Regular Record Date that is prior to the
Redemption Date to receive interest due on an Interest Payment Date); provided that (i) at least 65% of the
aggregate principal amount of Notes originally issued on the Closing Date
remains outstanding after each such redemption and (ii) notice of such
redemption is mailed within 60 days after such sale of common stock.


 


Notes in original denominations larger than $2,000 may
be redeemed in part. On and after the Redemption Date, interest ceases to
accrue on Notes or portions of Notes called for redemption, unless the Company
defaults in the payment of the Redemption Price.


 


6.             Repurchase upon
Change of Control.


 


Upon the occurrence of any Change of Control, each
Holder shall have the right to require the repurchase of its Notes by the
Company in cash pursuant to the offer described in the Indenture at a purchase
price equal to 101% of the principal amount thereof plus accrued and unpaid
interest, if any, to the date of purchase (the “Payment Date”).


 


A notice of such Change of Control will be mailed
within 30 days after any Change of Control occurs to each Holder at its last
address as it appears in the Security Register. Notes in original denominations
larger than $2,000 may be sold to the Company in part. On and after the Payment
Date, interest ceases to accrue on Notes or portions of Notes surrendered for
purchase by the Company, unless the Company defaults in the payment of the
purchase price.


 


7.             Denominations;
Transfer; Exchange.


 


The Notes are in registered form without coupons in
denominations of $2,000 of principal amount and multiples of $1,000 in excess
thereof. A Holder may register the transfer or exchange of Notes in accordance
with the Indenture. The Registrar may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and to pay any taxes
and fees required by law or permitted by the Indenture. The Registrar need not
register the transfer or exchange of any Notes selected for redemption. Also,
it need not register the transfer or exchange of any Notes for a period of 15
days before the day of mailing of a notice of redemption of Notes selected for
redemption.


 


8.             Persons Deemed
Owners.


 


A Holder shall be treated as the owner of a Note for
all purposes.


 


9.             Unclaimed Money.


 


Subject to any applicable escheat and abandoned
property laws, if money for the payment of principal, premium, if any, or
interest remains unclaimed for two years, the Trustee and the Paying Agent will
pay the money back to the Company at its request. After that, Holders entitled
to the money must look to the Company for payment, unless an abandoned property
law designates another Person, and all liability of the Trustee and such Paying
Agent with respect to such money shall cease.


 


A-5

















 


10.           Discharge Prior to
Redemption or Maturity.


 


If the Company deposits with the Trustee money or U.S.
Government Obligations sufficient to pay the then outstanding principal of,
premium, if any, and accrued interest on the Notes (a) to redemption or
maturity, the Company will be discharged from the Indenture and the Notes,
except in certain circumstances for certain provisions thereof, and (b) to the
Stated Maturity, the Company will be discharged from certain covenants set
forth in the Indenture.


 


11.           Amendment;
Supplement; Waiver.


 


Subject to certain exceptions, the Indenture or the
Notes may be amended or supplemented with the consent of the Holders of at
least a majority in principal amount of the Notes then outstanding, and any
existing default or compliance with any provision may be waived with the
consent of the Holders of at least a majority in principal amount of the Notes
then outstanding. Without notice to or the consent of any Holder, the parties
thereto may amend or supplement the Indenture or the Notes to, among other
things, cure any ambiguity, defect or inconsistency and make any change that
does not materially and adversely affect the rights of any Holder.


 


12.           Restrictive
Covenants.


 


The Indenture imposes certain limitations on the
ability of the Company and its Restricted Subsidiaries, among other things,
suffer to exist or incur Liens, enter into sale-leaseback transactions, or
merge, consolidate or transfer substantially all of its assets. Within 90 days
after the end of the last fiscal quarter of each year, the Company shall
deliver to the Trustee an Officer’s Certificate stating whether or not the
signers thereof know of any Default or Event of Default under such restrictive
covenants.


 


13.           Successor Persons.


 


When a successor person or other entity assumes all
the obligations of its predecessor under the Notes and the Indenture, the
predecessor person will be released from those obligations.


 


14.           Defaults and
Remedies.


 


Any of the following events constitutes an “Event
of Default” under the Indenture:


 


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


 


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


 


(1) the Company defaults in the performance
of or breaches any other covenant or agreement in the Indenture or under the
Notes (other than a default specified in clause (a) or (b) above and other
than a default related to the obligations of the Company under 


 


A-6

















 


Section 4.11 of the Indenture) and such
default or breach continues for a period of 30 consecutive days after written
notice by the Trustee or the Holders of 25% or more in aggregate principal
amount of the Notes and (2) the Company defaults in the performance of or
breaches its obligations under section 4.11 of the Indenture and such default
or breach continues for a period of 90 consecutive days after written notice by
the Trustee or the Holders of 25% or more in aggregate principal amount of the
Notes;


 


there occurs with respect to any issue or
issues of Indebtedness of the Company, any Subsidiary Guarantor or any
Significant Subsidiary having an outstanding principal amount of $75 million or
more in the aggregate for all such issues of all such Persons, whether such
Indebtedness now exists or shall hereafter be created, (A) an event of
default that has caused the holder thereof to declare such Indebtedness to be
due and payable prior to its Stated Maturity and such Indebtedness has not been
discharged in full or such acceleration has not been rescinded or annulled
within 30 days of such acceleration and/or (B) the failure to make a
principal payment at the final (but not any interim) fixed maturity and such
defaulted payment shall not have been made, waived or extended within 30 days
of such payment default;


 


any final judgment or order (not covered by
insurance) for the payment of money in excess of $75 million in the aggregate
for all such final judgments or orders against all such Persons (treating any
deductibles, self-insurance or retention as not so covered) shall be rendered
against the Company, any Subsidiary Guarantor or any Significant Subsidiary and
shall not be paid or discharged, and there shall be any period of
60 consecutive days following entry of the final judgment or order that
causes the aggregate amount for all such final judgments or orders outstanding
and not paid or discharged against all such Persons to exceed $75 million
during which a stay of enforcement of such final judgment or order, by reason
of a pending appeal or otherwise, shall not be in effect;


 


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


 


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


 


A-7

















 


Guarantor or any Significant Subsidiary or
(C) effects any general assignment for the benefit of creditors; or


 


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


 


If an Event of Default, as defined in the Indenture,
occurs and is continuing, the Trustee may, and at the direction of the Holders
of at least 25% in aggregate principal amount of the Notes then outstanding
shall, declare all the Notes to be due and payable. If a bankruptcy or
insolvency default with respect to the Company or any Subsidiary Guarantor
occurs and is continuing, the Notes automatically become due and payable. Holders
may not enforce the Indenture or the Notes except as provided in the Indenture.
The Trustee may require indemnity satisfactory to it before it enforces the
Indenture or the Notes. Subject to certain limitations, Holders of at least a
majority in principal amount of the Notes then outstanding may direct the
Trustee in its exercise of any trust or power.


 


15.           Guarantee.


 


The Company’s obligations under the Notes are fully
and unconditionally guaranteed, jointly and severally, by the Subsidiary
Guarantors.


 


16.           Trustee Dealings
with the Company.


 


The Trustee under the Indenture, in its individual or
any other capacity, may make loans to, accept deposits from and perform
services for the Company, the Subsidiary Guarantors or their Affiliates and may
otherwise deal with the Company, the Subsidiary Guarantors or their Affiliates
as if it were not the Trustee.


 


17.           No Recourse Against
Others.


 


No incorporator or any past, present or future
partner, stockholder, other equityholder, officer, director, employee or
controlling person, as such, of the Company or of any successor Person shall
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. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the
issuance of the Notes.


 


18.           Authentication.


 


This Note shall not be valid until the Trustee or
authenticating agent signs the certificate of authentication on the other side
of this Note.


 


19.           Abbreviations.


 


Customary abbreviations may be used in the name of a
Holder or an assignee, such as:  TEN COM
(= tenants in common), TEN ENT (= tenants by the entireties), JT TEN 


 


A-8

















 


(= joint tenants
with right of survivorship and not as tenants in common), CUST
(= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).


 


20.           Governing Law.


 


THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


The Company will furnish a copy of the Indenture to
any Holder upon written request and without charge. Requests may be made to
Steel Dynamics, Inc., 6714 Pointe Inverness Way, Suite 200, Fort Wayne, Indiana
46804; Attention: Chief Financial Officer.


 


A-9

















 


[FORM OF TRANSFER NOTICE]


 


FOR VALUE RECEIVED the undersigned registered holder
hereby sell(s), assign(s) and transfer(s) unto


 


Insert Taxpayer Identification No.


 


                                                                    



 


Please print or typewrite name and address including
zip code of assignee


 


                                                                    



 


the within Note and all rights thereunder, hereby
irrevocably constituting and appointing                                                                     
attorney to transfer said Note on the books of the Company with full power of
substitution in the premises.


 


[THE FOLLOWING PROVISION TO BE INCLUDED ON ALL NOTES
OTHER THAN EXCHANGE NOTES, UNLEGENDED OFFSHORE GLOBAL NOTES AND UNLEGENDED
OFFSHORE PHYSICAL NOTES]


 


In connection with any transfer of this Note occurring
prior to the date which is the earlier of (i) the date the Shelf Registration
Statement is declared effective or (ii) the end of the period referred to in
Rule 144(k) under the Securities Act, the undersigned confirms that without
utilizing any general solicitation or general advertising that:


 


[Check One]


 


o
(a)                         this Note
is being transferred in compliance with the exemption from registration under
the Securities Act of 1933 provided by Rule 144A thereunder.


 


or


 


o
(b)                        this Note
is being transferred other than in accordance with (a) above and documents
are being furnished which comply with the conditions of transfer set forth in
this Note and the Indenture.


 


A-10

















 


If none of the foregoing boxes is checked, the Trustee
or other Registrar shall not be obligated to register this Note in the name of
any Person other than the Holder hereof unless and until the conditions to any
such transfer of registration set forth herein and in Section 2.08 of the
Indenture shall have been satisfied.


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NOTICE: The signature to this assignment must
  correspond with the name as written upon the face of the within-mentioned
  instrument in every particular, without alteration or any change whatsoever.

  



 


Signature must be guaranteed by a participant in a
recognized signature guaranty medallion program or other signature guarantor
acceptable to the Trustee.


 


TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.


 


The undersigned represents and warrants that it is
purchasing this Note for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a “qualified
institutional buyer” within the meaning of Rule 144A under the Securities
Act of 1933 and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding
the Company as the undersigned has requested pursuant to Rule 144A or has
determined not to request such information and that it is aware that the
transferor is relying upon the undersigned’s foregoing representations in order
to claim the exemption from registration provided by Rule 144A.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NOTICE:  To be
  executed by an executive officer

  



 


A-11

















 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you wish to have this Note purchased by the Company
pursuant to Section 4.05 of the Indenture, check the Box:


 


If you wish to have a portion of this Note purchased
by the Company pursuant to Section 4.05 of the Indenture, state the
principal amount:  $                  
..


 


	
  Date:

  	
   

  
	
   

  	
   

  
	
  Your Signature:

  	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
  Signature Guarantee:

  	
   

  	
   

  
				



 


Signature must be guaranteed by a participant in a
recognized signature guaranty medallion program or other signature guarantor
acceptable to the Trustee.


 


A-12

















 


[include for Global
Notes]


 


SCHEDULE OF INCREASES OR
DECREASES IN GLOBAL NOTE


 


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


 


	
  Date

  	
   

  	
  Amount of 

  decreases in 

  principal amount

  	
   

  	
  Amount of 

  increases in

  principal amount

  	
   

  	
  Principal amount 

  of this Global 

  Note following 

  such decrease or 

  increase

  	
   

  	
  Signature of 

  authorized officer of 

  Trustee or Notes 

  Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-13

















EXHIBIT B


 


Form of Certificate


 


                  ,


 


Wells Fargo Bank, National Association


 


Attention: Corporate Trust Services


 


	
   

  	
   

  	
  Re: Steel Dynamics,
  Inc. (the “Company”)

  	
   

  	
   

  
	
   

  	
   

  	
  73/8%
  Senior Notes due 2012 (the “Notes”)

  	
   

  	
   

  



 


Dear Sirs:


 


This letter relates to
U.S. $700,000,000 principal amount of Notes represented by a Note (the “Legended
Note”) which bears a legend outlining restrictions upon transfer of such
Legended Note. Pursuant to Section 2.02 of the Indenture dated as of October
12, 2007 (the “Indenture”) relating to the Notes, we hereby certify that
we are (or we will hold such securities on behalf of) a person outside the
United States to whom the Notes could be transferred in accordance with Rule
904 of Regulation S promulgated under the U.S. Securities Act of 1933. Accordingly,
you are hereby requested to exchange the legended certificate for an unlegended
certificate representing an identical principal amount of Notes, all in the
manner provided for in the Indenture.


 


You and the Company are
entitled to rely upon this letter and are irrevocably authorized to produce
this letter or a copy hereof to any interested party in any administrative or
legal proceedings or official inquiry with respect to the matters covered
hereby. Terms used in this certificate have the meanings set forth in
Regulation S.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
  [Name of Holder]

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signature

  
					



 


B-1

















EXHIBIT C


 


Form of Certificate to Be


Delivered in Connection with


Transfers to Non-QIB Accredited Investors


 


                          ,


 


Wells Fargo Bank, National
Association


 


Attention:  Corporate Trust Services


 


	
   

  	
   

  	
  Re: Steel Dynamics,
  Inc. (the “Company”)

  	
   

  	
   

  
	
   

  	
   

  	
  73/8%
  Senior Notes due 2012 (the “Notes”)

  	
   

  	
   

  



 


Dear Sirs:


 


In connection with our proposed purchase of $700,000,000
aggregate principal amount of the Notes, we confirm that:


 


1. We understand that any subsequent transfer of the
Notes is subject to certain restrictions and conditions set forth in the
Indenture dated as of October 12, 2007 (the “Indenture”) relating to the
Notes and the undersigned agrees to be bound by, and not to resell, pledge or
otherwise transfer the Notes except in compliance with such restrictions and
conditions and the Securities Act of 1933, as amended (the “Securities Act”).


 


2. We understand that the offer and sale of the Notes
have not been registered under the Securities Act, and that the Notes may not
be offered or sold except as permitted in the following sentence. We agree, on
our own behalf and on behalf of any accounts for which we are acting as
hereinafter stated, that if we should sell any Notes within the time period
referred to in Rule 144(k) of the Securities, we will do so only (A) to the
Company or any subsidiary thereof, (B) in accordance with Rule 144A under the
Securities Act to a “qualified institutional buyer” (as defined therein), (C)
to an institutional “accredited investor” (as defined below) that, prior to
such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer)
to you and to the Company a signed letter substantially in the form of this letter
and, if such transfer is in respect of an aggregate principal amount of less
than $100,000, an opinion of counsel acceptable to the Company that such
transfer is in compliance with the Securities Act, (D) outside the United
States in accordance with Rule 904 of Regulation S under the Securities Act,
(E) pursuant to the exemption from registration provided by Rule 144 under the
Securities Act (if available) or (F) pursuant to an effective registration
statement under the Securities Act, and we further agree to provide to any
person purchasing any of the Notes from us a notice advising such purchaser
that resales of the Notes are restricted as stated herein.


 


3. We understand that, on any proposed resale of any
Notes, we will be required to furnish to you and the Company such
certifications, legal opinions and other information as you and the Company may
reasonably require to confirm that the proposed sale complies with 


 


C-1

















 


the foregoing
restrictions. We further understand that the Notes purchased by us will bear a
legend to the foregoing effect.


 


4. We are an institutional “accredited investor” (as
defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
Act) and have such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of our investment in the
Notes, and we and any accounts for which we are acting are each able to bear
the economic risk of our or its investment.


 


5. We are acquiring the Notes purchased by us for our
own account or for one or more accounts (each of which is an institutional “accredited
investor”) as to each of which we exercise sole investment discretion.


 


You and the Company are entitled to rely upon this
letter and are irrevocably authorized to produce this letter or a copy hereof
to any interested party in any administrative or legal proceedings or official
inquiry with respect to the matters covered hereby.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
  [Name of Transferee]

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signature

  
					



 


C-2

















EXHIBIT D


 


Form of Certificate to Be Delivered in


Connection with Transfers Pursuant to Regulation S


 


                 ,


 


Wells Fargo Bank,
National Association


 


Attention: 
Corporate Trust Services


 


	
   

  	
   

  	
  Re:  Steel Dynamics, Inc. (the “Company”)

  	
   

  	
   

  
	
   

  	
   

  	
  73/8%
  Senior Notes due 2012 (the “Notes”)

  	
   

  	
   

  



 


Dear Sirs:


 


In connection with our proposed sale of U.S.$700,000,000
aggregate principal amount of the Notes, we confirm that such sale has been
effected pursuant to and in accordance with Regulation S under the Securities
Act of 1933 and, accordingly, we represent that:


 


(1)  the offer
of the Notes was not made to a person in the United States;


 


(2)  at the time
the buy order was originated, the transferee was outside the United States or
we and any person acting on our behalf reasonably believed that the transferee
was outside the United States;


 


(3)  no directed
selling efforts have been made by us in the United States in contravention of
the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as
applicable; and


 


(4)  the
transaction is not part of a plan or scheme to evade the registration
requirements of the U.S. Securities Act of 1933.


 


You and the Company are entitled to rely upon this
letter and are irrevocably authorized to produce this letter or a copy hereof
to any interested party in any administrative or legal proceedings or official
inquiry with respect to the matters covered hereby. Terms used in this certificate
have the meanings set forth in Regulation S.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
  [Name of Transferor]

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signature

  
					



 


D-1