Exhibit 4.8


 


REGISTRATION RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into
October 12, 2007, among STEEL DYNAMICS, INC., an Indiana corporation (the “Company”),
the subsidiaries of the Company listed on Schedule I hereto (the “Guarantors”)
and BANC OF AMERICA SECURITIES LLC, GOLDMAN, SACHS & CO., MORGAN STANLEY
& CO. INCORPORATED, NATCITY INVESTMENTS, INC. and WELLS FARGO SECURITIES,
LLC (the “Initial Purchasers”).


 


This
Agreement is made pursuant to the Purchase Agreement dated October 4, 2007,
among the Company, the Initial Purchasers and the Guarantors (the “Purchase
Agreement”), which provides for the sale by the Company to the Initial
Purchasers of an aggregate of $700,000,000 principal amount of the Company’s
73⁄8% Senior Notes Due 2012 (the “Securities”). The Securities will be
fully and unconditionally guaranteed on a senior unsecured basis by the
Guarantors. In order to induce the Initial Purchasers to enter into the
Purchase Agreement, the Company and the Guarantors agreed to provide to the
Initial Purchasers and their direct and indirect transferees the registration
rights set forth in this Agreement. The execution of this Agreement is a
condition to the closing under the Purchase Agreement.


 


In
consideration of the foregoing, the parties hereto agree as follows:


 


1.             Definitions.


 


As
used in this Agreement, the following capitalized defined terms shall have the
following meanings:


 


“1933
Act” shall mean the Securities Act of 1933, as amended from time to time.


 


“1934 Act”
shall mean the Securities Exchange Act of 1934, as amended from time to time.


 


 “Closing Date” shall mean the Closing
Date as defined in the Purchase Agreement.


 


“Company”
shall have the meaning set forth in the preamble and shall also include the
Company’s successors.


 


“Exchange Offer”
shall mean the exchange offer by the Company of Exchange Securities for
Registrable Securities pursuant to Section 2(a) hereof.


 


“Exchange Offer
Registration” shall mean a registration under the 1933 Act effected
pursuant to Section 2(a) hereof.


 


“Exchange Offer
Registration Statement” shall mean an exchange offer registration statement
on Form S-4 (or, if applicable, on another appropriate form) and all amendments
and supplements to such registration statement, in each case including the 


 


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Prospectus
contained therein, all exhibits thereto and all material incorporated by
reference therein.


 


“Exchange
Securities” shall mean securities issued by the Company and guaranteed by
the Guarantors under the Indenture containing terms identical to the Securities
(except that (i) interest thereon shall accrue from the last date on which
interest was paid on the Securities or, if no such interest was paid, October
12, 2007, (ii) the Exchange Securities will not contain restrictions on
transfer, and (iii) the Exchange Securities are not entitled to Additional
Interest) and to be offered to Holders of Securities in exchange for Securities
pursuant to the Exchange Offer.


 


“Free Writing
Prospectus” shall mean each free writing prospectus (as defined in Rule 405
under the 1933 Act) prepared by or on behalf of the Company or used by the
Company in connection with the Registrable Securities or the Exchange
Securities.


 


“Guarantors”
shall have the meaning set forth in the preamble and shall also include any
Guarantor’s successor.


 


“Holder”
shall mean the Initial Purchasers, for so long as they own any Registrable
Securities, and each of their successors, assigns and direct and indirect
transferees who become registered owners of Registrable Securities under the
Indenture; provided that for purposes of Sections 4 and 5 of this
Agreement, the term “Holder” shall include Participating Broker-Dealers (as
defined in Section 4(a)).


 


“Indenture”
shall mean the Indenture relating to the Securities dated as of October 12,
2007, as amended, among the Company, the Guarantors and Wells Fargo Bank,
National Association, as trustee, and as the same may be amended from time to
time in accordance with the terms thereof.


 


“Initial
Purchasers” shall have the meaning set forth in the preamble.


 


“Issuer
Information” shall mean material information about the Company, the
Guarantors or any of their respective securities that has been provided by or
on behalf of the Company and/or the Guarantors.


 


“Majority
Holders” shall mean the Holders of a majority of the aggregate principal
amount of outstanding Registrable Securities; provided that whenever the
consent or approval of Holders of a specified percentage of Registrable
Securities is required hereunder, Registrable Securities held by the Company or
any of its affiliates (as such term is defined in Rule 405 under the 1933 Act)
(other than the Initial Purchasers or subsequent Holders of Registrable
Securities if such subsequent holders are deemed to be such affiliates solely
by reason of their holding of such Registrable Securities) shall not be counted
in determining whether such consent or approval was given by the Holders of
such required percentage or amount.


 


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“Person”
shall mean an individual, partnership, limited liability company, corporation,
trust or unincorporated organization, or a government or agency or political
subdivision thereof.


 


“Purchase Agreement”
shall have the meaning set forth in the preamble.


 


“Prospectus”
shall mean the prospectus included in a Registration Statement, including any
preliminary prospectus, and any such prospectus as amended or supplemented by
any prospectus supplement, including a prospectus supplement with respect to
the terms of the offering of any portion of the Registrable Securities covered
by a Shelf Registration Statement, and by all other amendments and supplements
to such prospectus, and in each case including all material incorporated by
reference therein.


 


“Registrable
Securities” shall mean the Securities and the guarantee thereof by the
Guarantors; provided, however, that the Securities and the
guarantee shall cease to be Registrable Securities (i) when such Securities are
exchanged for Exchange Securities, (ii) when a Registration Statement with
respect to such Securities and the guarantee shall have been declared effective
under the 1933 Act and such Securities and the guarantee shall have been
disposed of pursuant to such Registration Statement, (iii) when such Securities
and the guarantee have been sold to the public pursuant to Rule 144(k) (or any
similar provision then in force, but not Rule 144A) under the 1933 Act or (iv)
when such Securities and the guarantee shall have otherwise ceased to be
outstanding.


 


“Registration
Expenses” shall mean any and all expenses incident to performance of or
compliance by the Company and the Guarantors with this Agreement, including
without limitation:  (i) all SEC,
stock exchange or National Association of Securities Dealers, Inc. registration
and filing fees, (ii) all fees and expenses incurred in connection with
compliance with state securities or blue sky laws (including reasonable fees
and disbursements of counsel for any underwriters or Holders in connection with
blue sky qualification of any of the Exchange Securities or Registrable
Securities), (iii) all expenses of any Persons in preparing or assisting in
preparing, word processing, printing and distributing any Registration
Statement, any Prospectus, any amendments or supplements thereto, any
underwriting agreements, securities sales agreements and other documents
relating to the performance of and compliance with this Agreement, (iv) all
rating agency fees, (v) all fees and disbursements relating to the
qualification of the Indenture under applicable securities laws, (vi) the fees
and disbursements of the Trustee and its counsel, (vii) the fees and
disbursements of counsel for the Company and the Guarantors and, in the case of
a Shelf Registration Statement, the fees and disbursements of one counsel for
the Holders (which counsel shall be selected by the Majority Holders and which
counsel may also be counsel for the Initial Purchaser) and (viii) the fees and
disbursements of the independent public accountants of the Company and the
Guarantors, including the expenses of any special audits or “cold comfort”
letters required by or incident to such performance and compliance, but
excluding fees and expenses of counsel to the underwriters (other than fees and
expenses set forth in clause (ii) above) or the Holders and underwriting
discounts and commissions and transfer taxes, if any, relating to the sale or
disposition of Registrable Securities by a Holder.


 


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“Registration
Statement” shall mean any registration statement of the Company and the
Guarantors that covers any of the Exchange Securities or Registrable Securities
pursuant to the provisions of this Agreement and all amendments and supplements
to any such Registration Statement, including post-effective amendments, in
each case including the Prospectus contained therein, all exhibits thereto and
all material incorporated by reference therein.


 


“SEC” shall
mean the Securities and Exchange Commission.


 


“Shelf
Registration” shall mean a registration effected pursuant to Section 2(b)
hereof.


 


“Shelf
Registration Statement” shall mean a “shelf” registration statement of the
Company and the Guarantors pursuant to the provisions of Section 2(b) of this
Agreement which covers all of the Registrable Securities on an appropriate form
under Rule 415 under the 1933 Act, or any similar rule that may be adopted by
the SEC, and all amendments and supplements to such registration statement,
including post-effective amendments, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by
reference therein.


 


“Trustee”
shall mean the trustee with respect to the Securities under the Indenture.


 


“Underwriter”
shall have the meaning set forth in Section 3 hereof.


 


“Underwritten
Registration” or “Underwritten Offering” shall mean a registration
in which Registrable Securities are sold to an Underwriter for reoffering to
the public.


 


2.             Registration Under the 1933 Act.


 


(a)           To the extent not prohibited by any applicable law or
applicable interpretation of the Staff of the SEC, the Company and the
Guarantors shall use their reasonable best efforts to cause to be filed an
Exchange Offer Registration Statement covering the offer by the Company and the
Guarantors to the Holders to exchange all of the Registrable Securities for
Exchange Securities and to have such Registration Statement remain effective
until the closing of the Exchange Offer. The Company and the Guarantors shall
commence the Exchange Offer promptly after the Exchange Offer Registration
Statement has been declared effective by the SEC and use its reasonable best
efforts to have the Exchange Offer consummated not later than 60 days after such
effective date. The Company and the Guarantors shall commence the Exchange
Offer by mailing the related exchange offer Prospectus and accompanying
documents to each Holder, through DTC or otherwise, stating in such Prospectus
or accompanying documents, in addition to such other disclosures as are
required by applicable law:


 


(i)            that
the Exchange Offer is being made pursuant to this Registration Rights Agreement
and that all Registrable Securities validly tendered and not withdrawn will be
accepted for exchange;


 


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(ii)           the
dates of acceptance for exchange (which shall be a period of at least 20
business days from the date such notice is mailed) (the “Exchange Dates”);


 


(iii)          that
any Registrable Security not tendered will remain outstanding and continue to
accrue interest, but will not retain any rights under this Registration Rights
Agreement;


 


(iv)          that
Holders electing to have a Registrable Security exchanged pursuant to the
Exchange Offer will be required to surrender such Registrable Security,
together with the enclosed letters of transmittal, to the institution and at
the address (located in the Borough of Manhattan, The City of New York)
specified in the notice prior to the close of business on the last Exchange
Date; and


 


(v)           that
Holders will be entitled to withdraw their election, not later than the close
of business on the last Exchange Date, by sending to the institution and at the
address (located in the Borough of Manhattan, The City of New York) specified
in the notice a telegram, facsimile transmission or letter setting forth the
name of such Holder, the principal amount of Registrable Securities delivered
for exchange and a statement that such Holder is withdrawing his election to
have such Securities exchanged.


 


As
soon as practicable after the last Exchange Date, the Company shall:


 


(i)            accept for exchange
Registrable Securities or portions thereof tendered and not validly withdrawn
pursuant to the Exchange Offer; and


 


(ii)           deliver, or cause to be
delivered, to the Trustee for cancellation all Registrable Securities or
portions thereof so accepted for exchange by the Company and issue, and cause
the Trustee to promptly authenticate and mail to each Holder, an Exchange
Security equal in principal amount to the principal amount of the Registrable
Securities surrendered by such Holder.


 


The Company and the Guarantors shall use their
reasonable best efforts to complete the Exchange Offer as provided above and
shall comply with the applicable requirements of the 1933 Act, the 1934 Act and
other applicable laws and regulations in connection with the Exchange Offer. The
Exchange Offer shall not be subject to any conditions, other than that the
Exchange Offer does not violate applicable law or any applicable interpretation
of the Staff of the SEC. The Company shall inform the Initial Purchasers of the
names and addresses of the Holders to whom the Exchange Offer is made, and the
Initial Purchasers shall have the right, subject to applicable law, to contact
such Holders and otherwise facilitate the tender of Registrable Securities in
the Exchange Offer.


 


If the Company and the Guarantors effect the Exchange
Offer, the Company and the Guarantors shall be entitled to close the Exchange
Offer twenty (20) business days after such commencement (provided that the
Company and the Guarantors have accepted all the Securities theretofore validly
tendered and not withdrawn in accordance with the terms of the Exchange Offer).


 


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Each Holder participating in the Exchange Offer shall
be required to represent to the Company and the Guarantors in writing that at
the time of the consummation of the Exchange Offer (i) any Exchange Securities
received by such Holder will be acquired in the ordinary course of business,
(ii) such Holder will have no arrangements or understanding with any Person to
participate in the distribution (within the meaning of the 1933 Act) of the
Exchange Securities and (iii) such Holder is not affiliate of either the
Company or any of the Guarantors within the meaning of Rule 405 under the 1933
Act, (iv) if such Holder is not a broker dealer, that it is not engaged in and
does not intend to engage in, the distribution of the Exchange Securities and
(v) if such Holder is a broker dealer, that it will receive Exchange Securities
for its own account in exchange for Securities that were acquired as a result
of market making activities or other trading activities and that it will be
required to acknowledge that it will deliver a prospectus in connection with
the resale of such Exchange Securities.


 


(b)           In the event that (i) the Company and the Guarantors
determine that the Exchange Offer Registration provided for in Section 2(a)
above is not available or may not be consummated as soon as practicable after
the last Exchange Date because it would violate applicable law or the
applicable interpretations of the Staff of the SEC, (ii) the Exchange Offer is
not for any other reason consummated by July 12, 2008 or (iii) the Exchange
Offer has been completed and in the opinion of counsel for the Initial
Purchasers a Registration Statement must be filed and a Prospectus must be
delivered by the Initial Purchasers in connection with any offering or sale of
Registrable Securities, the Company and the Guarantors shall use their
reasonable best efforts to cause to be filed as soon as practicable after such
determination, date or notice of such opinion of counsel is given to the
Company, as the case may be, a Shelf Registration Statement providing for the
sale by the Holders of all of the Registrable Securities and to have such Shelf
Registration Statement declared effective by the SEC. In the event the Company
and the Guarantors are required to file a Shelf Registration Statement solely
as a result of the matters referred to in clause (iii) of the preceding
sentence, the Company and the Guarantors shall use their reasonable best
efforts to file and have declared effective by the SEC both an Exchange Offer
Registration Statement pursuant to Section 2(a) with respect to all Registrable
Securities and a Shelf Registration Statement (which may be a combined
Registration Statement with the Exchange Offer Registration Statement) with
respect to offers and sales of Registrable Securities held by the Initial
Purchasers after completion of the Exchange Offer. The Company and the
Guarantors agree to use their reasonable best efforts to keep the Shelf
Registration Statement continuously effective until the expiration of the
period referred to in Rule 144(k) with respect to the Registrable Securities or
such shorter period that will terminate when all of the Registrable Securities
covered by the Shelf Registration Statement have been sold pursuant to the
Shelf Registration Statement. The Company and the Guarantors further agree to
supplement or amend the Shelf Registration Statement if required by the rules,
regulations or instructions applicable to the registration form used by the
Company and the Guarantors for such Shelf Registration Statement or by the 1933
Act or by any other rules and regulations thereunder for shelf registration or
if reasonably requested by a Holder with respect to information relating to
such Holder, and to use its reasonable best efforts to cause any such amendment
to become effective and such Shelf Registration Statement to become usable as
soon as thereafter practicable. The Company and the Guarantors agree to furnish
to the Holders of Registrable Securities copies of any such supplement or
amendment promptly after its being used or filed with the SEC. To the extent
that the Company and the Guarantors are required to 


 


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include any
Registrable Securities in a Shelf Registration Statement, the Company and the
Guarantors may include such Registrable Securities on any other shelf
registration statement otherwise filed by the Company with respect to any of
its other securities.


 


(c)           The Company and the Guarantors shall pay all Registration
Expenses in connection with the registration pursuant to Section 2(a) and
Section 2(b). Each Holder shall pay all underwriting discounts and commissions
and transfer taxes, if any, relating to the sale or disposition of such Holder’s
Registrable Securities pursuant to the Shelf Registration Statement.


 


(d)           An Exchange Offer Registration Statement pursuant to Section
2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof
will not be deemed to have become effective unless it has been declared
effective by the SEC; provided, however, that, if, after it has
been declared effective, the offering of Registrable Securities pursuant to a
Shelf Registration Statement is interfered with by any stop order, injunction
or other order or requirement of the SEC or any other governmental agency or
court, such Registration Statement will be deemed not to have become effective
during the period of such interference until the offering of Registrable
Securities pursuant to such Registration Statement may legally resume. As
provided for in the Indenture, in the event the Exchange Offer is not
consummated and the Shelf Registration Statement is not declared effective on
or prior to July 12, 2008, the interest rate on the Securities will be
increased by .5% per annum until the Exchange Offer is consummated or the Shelf
Registration Statement is declared effective by the SEC.


 


(e)           Without limiting the remedies available to the Initial
Purchasers and the Holders, the Company and the Guarantors acknowledge that any
failure by the Company or the Guarantors to comply with their obligations under
Section 2(a) and Section 2(b) hereof may result in material
irreparable injury to the Initial Purchasers or the Holders for which there is
no adequate remedy at law, that it will not be possible to measure damages for
such injuries precisely and that, in the event of any such failure, the Initial
Purchasers or any Holder may obtain such relief as may be required to
specifically enforce the Company’s or the Guarantors’ obligations under
Section 2(a) and Section 2(b) hereof.


 


3.             Registration Procedures.


 


In
connection with the obligations of the Company and the Guarantors with respect
to the Registration Statements pursuant to Section 2(a) and
Section 2(b) hereof, the Company and the Guarantors shall as expeditiously
as possible:


 


(a)           prepare and file with the SEC a Registration Statement on
the appropriate form under the 1933 Act, which form (x) shall be selected by
the Company and the Guarantors and (y) shall, in the case of a Shelf
Registration, be available for the sale of the Registrable Securities by the
selling Holders thereof and (z) shall comply as to form in all material
respects with the requirements of the applicable form and include all financial
statements required by the SEC to be filed therewith, and use their reasonable
best efforts to cause such Registration Statement to become effective and
remain effective in accordance with Section 2 hereof;


 


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(b)           prepare and file with the SEC such amendments and post-effective
amendments to each Registration Statement as may be necessary to keep such
Registration Statement effective for the applicable period and cause each
Prospectus to be supplemented by any required prospectus supplement and, as so
supplemented, to be filed pursuant to Rule 424 under the 1933 Act; to keep
each Prospectus current during the period described under Section 4(3) and Rule
174 under the 1933 Act that is applicable to transactions by brokers or dealers
with respect to the Registrable Securities or Exchange Securities;


 


(c)           in the case of a Shelf Registration, furnish to each Holder
of Registrable Securities, to counsel for the Initial Purchasers, to counsel
for the Holders and to each Underwriter of an Underwritten Offering of
Registrable Securities, if any, without charge, as many copies of each
Prospectus, including each preliminary Prospectus, and any amendment or
supplement thereto and such other documents as such Holder or Underwriter may
reasonably request, in order to facilitate the public sale or other disposition
of the Registrable Securities; and the Company and the Guarantors consent to
the use of such Prospectus and any amendment or supplement thereto in
accordance with applicable law by each of the selling Holders of Registrable
Securities and any such Underwriters in connection with the offering and sale
of the Registrable Securities covered by and in the manner described in such
Prospectus or any amendment or supplement thereto in accordance with applicable
law;


 


(d)           use its reasonable best efforts to register or qualify the
Registrable Securities under all applicable state securities or “blue sky” laws
of such jurisdictions as any Holder of Registrable Securities covered by a
Registration Statement shall reasonably request in writing by the time the
applicable Registration Statement is declared effective by the SEC, to
cooperate with such Holders in connection with any filings required to be made
with the National Association of Securities Dealers, Inc. and do any and all
other acts and things which may be reasonably necessary or advisable to enable
such Holder to consummate the disposition in each such jurisdiction of such
Registrable Securities owned by such Holder; provided, however,
that neither the Company nor any Guarantor shall be required to
(i) qualify as a foreign corporation or as a dealer in securities in any
jurisdiction where it would not otherwise be required to qualify but for this
Section 3(d), (ii) file any general consent to service of process or
(iii) subject itself to taxation in any such jurisdiction if it is not so
subject;


 


(e)           in the case of a Shelf Registration, notify each Holder of
Registrable Securities who has provided contact information to the Company,
counsel for the Holders and counsel for the Initial Purchasers promptly and, if
requested by any such Holder or counsel, confirm such advice in writing (i)
when a Registration Statement has become effective and when any post-effective
amendment thereto has been filed and becomes effective, (ii) of any request by
the SEC or any state securities authority for amendments and supplements to a
Registration Statement and Prospectus or for additional information after the
Registration Statement has become effective, (iii) of the issuance by the SEC
or any state securities authority of any stop order suspending the
effectiveness of a Registration Statement or the initiation of any proceedings
for that purpose, (iv) if, 


 


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between the effective date of a Registration
Statement and the closing of any sale of Registrable Securities covered
thereby, the representations and warranties of the Company or any Guarantor
contained in any underwriting agreement, securities sales agreement or other
similar agreement, if any, relating to the offering cease to be true and
correct in all material respects or if the Company or any Guarantor receives
any notification with respect to the suspension of the qualification of the
Registrable Securities for sale in any jurisdiction or the initiation of any
proceeding for such purpose, (v) of the happening of any event during the
period a Shelf Registration Statement is effective which makes any statement
made in such Registration Statement or the related Prospectus untrue in any material
respect or which requires the making of any changes in such Registration
Statement or Prospectus in order to make the statements therein not misleading
and (vi) of any determination by the Company or any Guarantor that a
post-effective amendment to a Registration Statement would be appropriate;


 


(f)            make every reasonable effort to
obtain the withdrawal of any order suspending the effectiveness of a
Registration Statement at the earliest possible moment and provide immediate
notice to each Holder of the withdrawal of any such order;


 


(g)           in the case of a Shelf Registration, furnish to each Holder
of Registrable Securities, without charge, at least one conformed copy of each
Registration Statement and any post-effective amendment thereto (without
documents incorporated therein by reference or exhibits thereto, unless
requested);


 


(h)           in the case of a Shelf Registration, cooperate with the
selling Holders of Registrable Securities to facilitate the timely preparation
and delivery of certificates representing Registrable Securities to be sold and
not bearing any restrictive legends and enable such Registrable Securities to
be in such denominations (consistent with the provisions of the Indenture) and
registered in such names as the selling Holders may reasonably request at least
one business day prior to the closing of any sale of Registrable Securities;


 


(i)            in the case of a Shelf
Registration, upon the occurrence of any event contemplated by Section 3(e)(v)
hereof, use its reasonable best efforts to prepare and file with the SEC a
supplement or post-effective amendment to a Registration Statement or the
related Prospectus or any document incorporated therein by reference or file
any other required document so that, as thereafter delivered to the purchasers
of the Registrable Securities, such Prospectus will not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading. The Company and the Guarantors agree to notify the
Holders to suspend use of the Prospectus as promptly as practicable after the
occurrence of such an event, and the Holders hereby agree to suspend use of the
Prospectus until the Company and the Guarantors have amended or supplemented
the Prospectus to correct such misstatement or omission;


 


(j)            a reasonable time prior to the
filing of any Registration Statement, any Prospectus, any amendment to a
Registration Statement or amendment or supplement to a 


 


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Prospectus or any document which is to be
incorporated by reference into a Registration Statement or a Prospectus after
initial filing of a Registration Statement, provide copies of such document to
the Initial Purchasers and their counsel (and, in the case of a Shelf
Registration Statement, the Holders and their counsel) and make such of the
representatives of the Company and the Guarantors as shall be reasonably
requested by the Initial Purchasers or their counsel (and, in the case of a
Shelf Registration Statement, the Holders or their counsel) available for
discussion of such document, and shall not at any time file or make any
amendment to the Registration Statement, any Prospectus or any amendment of or
supplement to a Registration Statement or a Prospectus or any document which is
to be incorporated by reference into a Registration Statement or a Prospectus,
of which the Initial Purchasers and their counsel (and, in the case of a Shelf
Registration Statement, the Holders and their counsel) shall not have
previously been advised and furnished a copy or to which the Initial Purchasers
or their counsel (and, in the case of a Shelf Registration Statement, the
Holders or their counsel) shall object;


 


(k)           obtain a CUSIP number for all Exchange Securities or
Registrable Securities, as the case may be, not later than the effective date
of a Registration Statement;


 


(l)            cause the Indenture to be
qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), in connection
with the registration of the Exchange Securities or Registrable Securities, as
the case may be, cooperate with the Trustee and the Holders to effect such
changes to the Indenture as may be required for the Indenture to be so
qualified in accordance with the terms of the TIA and execute, and use its
reasonable best efforts to cause the Trustee to execute, all documents as may
be required to effect such changes and all other forms and documents required
to be filed with the SEC to enable the Indenture to be so qualified in a timely
manner;


 


(m)          in the case of a Shelf Registration, make available for
inspection by a representative of the Holders of the Registrable Securities,
any Underwriter participating in any disposition pursuant to such Shelf Registration
Statement, and attorneys and accountants designated by the Holders, at
reasonable times and in a reasonable manner, all financial and other records,
pertinent documents and properties of the Company and the Guarantors, and cause
the respective officers, directors and employees of the Company and the
Guarantors to supply all information reasonably requested by any such
representative, Underwriter, attorney or accountant in connection with a Shelf
Registration Statement;


 


(n)           in the case of a Shelf Registration, use its reasonable best
efforts to cause all Registrable Securities to be listed on any securities
exchange or any automated quotation system on which similar securities issued
by the Company or any Guarantor are then listed if requested by the Majority
Holders, to the extent such Registrable Securities satisfy applicable listing
requirements;


 


(o)           use its best efforts to cause the Registrable Securities or
the Exchange Securities, as the case may be, to continue to be rated by two
nationally recognized 


 


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statistical rating organizations (as such
term is defined in Rule 436(g)(2) under the 1933 Act);


 


(p)           if reasonably requested by any Holder of Registrable
Securities covered by a Registration Statement, (i) promptly incorporate in a
Prospectus supplement or post-effective amendment such information with respect
to such Holder as such Holder reasonably requests to be included therein and
(ii) make all required filings of such Prospectus supplement or such
post-effective amendment as soon as the Company has received notification of
the matters to be incorporated in such filing; and


 


(q)           in the case of a Shelf Registration, enter into such
customary agreements and take all such other actions in connection therewith
(including those requested by the Holders of a majority of the Registrable
Securities being sold) in order to expedite or facilitate the disposition of
such Registrable Securities including, but not limited to, an Underwritten
Offering and in such connection, (i) to the extent possible, make such
representations and warranties to the Holders and any Underwriters of such
Registrable Securities with respect to the business of the Company and its
subsidiaries, the Registration Statement, Prospectus and documents incorporated
by reference or deemed incorporated by reference, if any, in each case, in
form, substance and scope as are customarily made by issuers to underwriters in
underwritten offerings and confirm the same if and when requested, (ii) obtain
opinions of counsel to the Company and the Guarantors (which counsel and
opinions, in form, scope and substance, shall be reasonably satisfactory to the
Holders and such Underwriters and their respective counsel) addressed to each
selling Holder and Underwriter of Registrable Securities, covering the matters
customarily covered in opinions requested in connection with underwritten firm
commitment offerings, (iii) obtain “cold comfort” letters from the
independent certified public accountants of the Company and the Guarantors
(and, if necessary, any other certified public accountant of any subsidiary of
the Company or any Guarantor, or of any business acquired by the Company or any
Guarantor for which financial statements and financial data are or are required
to be included in the Registration Statement) addressed to each selling Holder
and Underwriter of Registrable Securities, such letters to be in customary form
and covering matters of the type customarily covered in “cold comfort” letters
in connection with underwritten firm commitment offerings, and (iv) deliver
such documents and certificates as may be reasonably requested by the Holders
of a majority in principal amount of the Registrable Securities being sold or
the Underwriters, and which are customarily delivered in underwritten
offerings, to evidence the continued validity of the representations and
warranties of the Company and the Guarantors made pursuant to clause (i) above
and to evidence compliance with any customary conditions contained in an
underwriting agreement.


 


In the
case of a Shelf Registration Statement, the Company and the Guarantors may
require each Holder of Registrable Securities to furnish to the Company and the
Guarantors such information regarding the Holder and the proposed distribution
by such Holder of such Registrable Securities as the Company and the Guarantors
may from time to time reasonably request in writing.


 


11

















 


In the
case of a Shelf Registration Statement, each Holder agrees that, upon receipt
of any notice from the Company and the Guarantors of the happening of any event
of the kind described in Section 3(e)(v) hereof, such Holder will forthwith
discontinue disposition of Registrable Securities pursuant to a Registration
Statement until such Holder’s receipt of the copies of the supplemented or
amended Prospectus contemplated by Section 3(i) hereof, and, if so directed by
the Company and the Guarantors, such Holder will deliver to the Company and the
Guarantors (at its expense) all copies in its possession, other than permanent
file copies then in such Holder’s possession, of the Prospectus covering such
Registrable Securities current at the time of receipt of such notice. If the
Company and the Guarantors shall give any such notice to suspend the
disposition of Registrable Securities pursuant to a Registration Statement, the
Company and the Guarantors shall extend the period during which the
Registration Statement shall be maintained effective pursuant to this Agreement
by the number of days during the period from and including the date of the
giving of such notice to and including the date when the Holders shall have
received copies of the supplemented or amended Prospectus necessary to resume
such dispositions. The Company and the Guarantors may give any such notice only
twice during any 365-day period and any such suspensions may not exceed 30 days
for each suspension and there may not be more than two suspensions in effect
during any 365-day period.


 


The
Holders of Registrable Securities covered by a Shelf Registration Statement who
desire to do so may sell such Registrable Securities in an Underwritten
Offering. In any such Underwritten Offering, the investment banker or
investment bankers and manager or managers (the “Underwriters”) that will
administer the offering will be selected by the Majority Holders of the
Registrable Securities included in such offering.


 


4.             Participation of Broker-Dealers
in Exchange Offer.


 


(a)           The Staff of the SEC has taken the position that any
broker-dealer that receives Exchange Securities for its own account in the
Exchange Offer in exchange for Securities that were acquired by such
broker-dealer as a result of market-making or other trading activities (a “Participating
Broker-Dealer”), may be deemed to be an “underwriter” within the meaning of the
1933 Act and must deliver a prospectus meeting the requirements of the 1933 Act
in connection with any resale of such Exchange Securities.


 


The
Company and the Guarantors understand that it is the Staff’s position that if
the Prospectus contained in the Exchange Offer Registration Statement includes
a plan of distribution containing a statement to the above effect and the means
by which Participating Broker-Dealers may resell the Exchange Securities,
without naming the Participating Broker-Dealers or specifying the amount of
Exchange Securities owned by them, such Prospectus may be delivered by
Participating Broker-Dealers to satisfy their prospectus delivery obligation
under the 1933 Act in connection with resales of Exchange Securities for their
own accounts, so long as the Prospectus otherwise meets the requirements of the
1933 Act.


 


(b)           In light of the above, notwithstanding the other provisions
of this Agreement, the Company and the Guarantors agree that the provisions of
this Agreement as they relate to a Shelf Registration shall also apply to an
Exchange Offer Registration to the extent, and with such reasonable
modifications thereto as may be, reasonably requested by the Initial 


 


12

















 


Purchasers or by one
or more Participating Broker-Dealers, in each case as provided in clause (ii)
below, in order to expedite or facilitate the disposition of any Exchange
Securities by Participating Broker-Dealers consistent with the positions of the
Staff recited in Section 4(a) above; provided that:


 


(i)            the
Company and the Guarantors shall not be required to amend or supplement the
Prospectus contained in the Exchange Offer Registration Statement, as would
otherwise be contemplated by Section 3(i), (A) after the Participating
Broker-Dealers shall have disposed of the Registrable Securities or (B) for a
period exceeding 180 days after the last Exchange Date (as such period may be
extended pursuant to the penultimate paragraph of Section 3 of this Agreement)
and Participating Broker-Dealers shall not be authorized by the Company and the
Guarantors to deliver and shall not deliver such Prospectus after such period
in connection with the resales contemplated by this Section 4; and


 


(ii)           the
application of the Shelf Registration procedures set forth in Section 3 of this
Agreement to an Exchange Offer Registration, to the extent not required by the
positions of the Staff of the SEC or the 1933 Act and the rules and regulations
thereunder, will be in conformity with the reasonable request to the Company
and the Guarantors by the Initial Purchasers or with the reasonable request in
writing to the Company and the Guarantors by one or more broker-dealers who
certify to the Initial Purchasers and the Company and the Guarantors in writing
that they anticipate that they will be Participating Broker-Dealers; and provided
further that, in connection with such application of the Shelf
Registration procedures set forth in Section 3 to an Exchange Offer
Registration, the Company and the Guarantors shall be obligated (x) to deal
only with one entity representing the Participating Broker-Dealers, which shall
be Banc of America Securities LLC unless it elects not to act as such representative,
(y) to pay the fees and expenses of only one counsel representing the
Participating Broker-Dealers, which shall be counsel to the Initial Purchasers
unless such counsel elects not to so act and (z) to cause to be delivered only
one, if any, “cold comfort” letter with respect to the Prospectus in the form
existing on the last Exchange Date and with respect to each subsequent
amendment or supplement, if any, effected during the period specified in clause
(i) above.


 


(c)           The Initial Purchasers shall have no liability to the
Company, any Guarantor or any Holder with respect to any request that it may
make pursuant to Section 4(b) above.


 


5.             Indemnification and Contribution.


 


(a)           Each of the Company and the Guarantors agrees, jointly and
severally, to indemnify and hold harmless the Initial Purchasers, each Holder
and each Person, if any, who controls any Initial Purchaser or any Holder
within the meaning of either Section 15 of the 1933 Act or Section 20 of the
1934 Act, or is under common control with, or is controlled by, any Initial
Purchaser or any Holder, from and against all losses, claims, damages and
liabilities (including, without limitation, any legal or other expenses
reasonably incurred by the Initial 


 


13

















 


Purchaser, any
Holder or any such controlling or affiliated Person in connection with
defending or investigating any such action or claim) caused by any untrue
statement or alleged untrue statement of a material fact contained in any Registration
Statement (or any amendment thereto) pursuant to which Exchange Securities or
Registrable Securities were registered under the 1933 Act, including all
documents incorporated therein by reference, or caused by any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, or caused by any
untrue statement or alleged untrue statement of a material fact contained in
any Prospectus (as amended or supplemented if the Company and the Guarantors
shall have furnished any amendments or supplements thereto), any Free Writing
Prospectus or any Issuer Information filed or required to be filed pursuant to
Rule 433(d) under the 1933 Act, or caused by any omission or alleged omission
to state therein a material fact necessary to make the statements therein in
the light of the circumstances under which they were made not misleading,
except insofar as such losses, claims, damages or liabilities are caused by any
such untrue statement or omission or alleged untrue statement or omission based
upon information relating to the Initial Purchasers or any Holder furnished to
the Company or the Guarantors in writing through Banc of America Securities LLC
or any selling Holder expressly for use therein. In connection with any
Underwritten Offering permitted by Section 3, the Company and each of the
Guarantors will also indemnify the Underwriters, if any, selling brokers,
dealers and similar securities industry professionals participating in the
distribution, their officers and directors and each Person who controls such
Persons (within the meaning of the 1933 Act and the 1934 Act) to the same
extent as provided above with respect to the indemnification of the Holders, if
requested in connection with any Registration Statement.


 


(b)           Each Holder agrees, severally and not jointly, to indemnify
and hold harmless the Company, the Guarantors, the Initial Purchasers and the
other selling Holders, and each of their respective directors, officers who
sign the Registration Statement and each Person, if any, who controls the
Company, the Guarantors, any Initial Purchaser and any other selling Holder
within the meaning of either Section 15 of the 1933 Act or Section 20 of the
1934 Act to the same extent as the foregoing indemnity from the Company and the
Guarantors to the Initial Purchasers and the Holders, but only with reference
to information relating to such Holder furnished to the Company and the
Guarantors in writing by such Holder expressly for use in any Registration
Statement (or any amendment thereto), any Prospectus (or any amendment or
supplement thereto) or any Free Writing Prospectus.


 


(c)           In case any proceeding (including any governmental
investigation) shall be instituted involving any Person in respect of which
indemnity may be sought pursuant to either paragraph (a) or paragraph (b)
above, such Person (the “indemnified party”) shall promptly notify the Person
against whom such indemnity may be sought (the “indemnifying party”) in writing
and the indemnifying party, upon request of the indemnified party, shall retain
counsel reasonably satisfactory to the indemnified party to represent the
indemnified party and any others the indemnifying party may designate in such
proceeding and shall pay the fees and disbursements of such counsel related to
such proceeding. In any such proceeding, any indemnified party shall have the
right to retain its own counsel, but the fees and expenses of such counsel
shall be at the expense of such indemnified party unless (i) the indemnifying
party and the indemnified party shall have mutually agreed to the retention of
such counsel or (ii) the named parties to any such proceeding (including any
impleaded parties) include both the 


 


14

















 


indemnifying party
and the indemnified party and representation of both parties by the same
counsel would be inappropriate due to actual or potential differing interests
between them. It is understood that the indemnifying party shall not, in
connection with any proceeding or related proceedings in the same jurisdiction,
be liable for (a) the fees and expenses of more than one separate firm (in
addition to any local counsel) for the Initial Purchasers and all Persons, if
any, who control any Initial Purchaser within the meaning of either Section 15
of the 1933 Act or Section 20 of the 1934 Act, (b) the fees and expenses
of more than one separate firm (in addition to any local counsel) for the
Company and the Guarantors, their directors, their officers who sign the
Registration Statement and each Person, if any, who controls the Company or the
Guarantors within the meaning of either such Section and (c) the fees and
expenses of more than one separate firm (in addition to any local counsel) for
all Holders and all Persons, if any, who control any Holders within the meaning
of either such Section, and that all such fees and expenses shall be reimbursed
as they are incurred. In such case involving the Initial Purchasers and Persons
who control the Initial Purchasers, such firm shall be designated in writing by
the Initial Purchasers. In such case involving the Holders and such Persons who
control Holders, such firm shall be designated in writing by the Majority
Holders. In all other cases, such firm shall be designated by the Company. The
indemnifying party shall not be liable for any settlement of any proceeding
effected without its written consent but, if settled with such consent or if
there be a final judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party from and against any loss or liability by
reason of such settlement or judgment. Notwithstanding the foregoing sentence,
if at any time an indemnified party shall have requested an indemnifying party
to reimburse the indemnified party for fees and expenses of counsel as
contemplated by the second and third sentences of this paragraph, the
indemnifying party agrees that it shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is
entered into more than 30 days after receipt by such indemnifying party of the
aforesaid request and (ii) such indemnifying party shall not have reimbursed
the indemnified party for such fees and expenses of counsel in accordance with
such request prior to the date of such settlement. No indemnifying party shall,
without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened proceeding in respect of which such
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding.


 


(d)           If the indemnification provided for in paragraph (a) or
paragraph (b) of this Section 5 is unavailable to an indemnified party or
insufficient in respect of any losses, claims, damages or liabilities, then
each indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities in such proportion as is appropriate to reflect the relative fault
of the indemnifying party or parties on the one hand and of the indemnified
party or parties on the other hand in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities, as well
as any other relevant equitable considerations. The relative fault of the
Company, the Guarantors and the Holders shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or the Guarantors or by the
Holders and the


 


15
















 


parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The Holders’ respective obligations to contribute
pursuant to this Section 5(d) are several in proportion to the respective
principal amount of Registrable Securities of such Holder that were registered
pursuant to a Registration Statement.


 


(e)           The Company, the Guarantors and each Holder agree that it
would not be just or equitable if contribution pursuant to this Section 5 were
determined by pro  rata allocation or by any other method of
allocation that does not take account of the equitable considerations referred
to in paragraph (d) above. The amount paid or payable by an indemnified party
as a result of the losses, claims, damages and liabilities referred to in
paragraph (d) above shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this Section 5, no Holder shall be
required to indemnify or contribute any amount in excess of the amount by which
the total price at which Registrable Securities were sold by such Holder
exceeds the amount of any damages that such Holder has otherwise been required
to pay by reason of such untrue or alleged untrue statement or omission or
alleged omission. No Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution
from any Person who was not guilty of such fraudulent misrepresentation. The
remedies provided for in this Section 5 are not exclusive and shall not
limit any rights or remedies which may otherwise be available to any indemnified
party at law or in equity.


 


The
indemnity and contribution provisions contained in this Section 5 shall remain
operative and in full force and effect regardless of (i) any termination of
this Agreement, (ii) any investigation made by or on behalf of the Initial
Purchasers, any Holder or any Person controlling any Initial Purchaser or
any Holder, or by or on behalf of the Company, the Guarantors, their officers
or directors or any Person controlling the Company or the Guarantors,
(iii) acceptance of any of the Exchange Securities and (iv) any sale of
Registrable Securities pursuant to a Shelf Registration Statement.


 


6.             Miscellaneous.


 


(a)           No Inconsistent Agreements. Neither the Company nor the
Guarantors have entered into, and on or after the date of this Agreement will
not enter into, any agreement which is inconsistent with the rights granted to
the Holders of Registrable Securities in this Agreement or otherwise conflicts
with the provisions hereof. The rights granted to the Holders hereunder do not
in any way conflict with and are not inconsistent with the rights granted to
the holders of the Company’s or the Guarantors’ other issued and outstanding
securities under any such agreements.


 


(b)           Amendments and Waivers. The provisions of this
Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given unless the Company and the Guarantors have
obtained the written consent of Holders of at least a majority in aggregate
principal amount of the outstanding Registrable Securities affected by such
amendment, modification, supplement, waiver or consent; provided, however,
that no amendment, 


 


16

















 


modification,
supplement, waiver or consent to any departure from the provisions of Section 5
hereof shall be effective as against any Holder of Registrable Securities
unless consented to in writing by such Holder.


 


(c)           Notices. All notices and other
communications provided for or permitted hereunder shall be made in writing by
hand-delivery, registered first-class mail, telecopier, or any courier
guaranteeing overnight delivery (i) if to a Holder, at the most current address
given by such Holder to the Company by means of a notice given in accordance
with the provisions of this Section 6(c), which address initially is, with
respect to the Initial Purchasers, the address set forth in the Purchase
Agreement; and (ii) if to the Company or the Guarantors, initially at the
Company’s address set forth in the Purchase Agreement and thereafter at such
other address, notice of which is given in accordance with the provisions of
this Section 6(c).


 


All
such notices and communications shall be deemed to have been duly given:  at the time delivered by hand, if personally
delivered; five business days after being deposited in the mail, postage
prepaid, if mailed; when receipt is acknowledged, if telecopied; and on the
next business day if timely delivered to an air courier guaranteeing overnight
delivery.


 


Copies
of all such notices, demands, or other communications shall be concurrently
delivered by the Person giving the same to the Trustee, at the address
specified in the Indenture.


 


(d)           Successors and Assigns. This Agreement shall inure to
the benefit of and be binding upon the successors, assigns and transferees of
each of the parties, including, without limitation and without the need for an
express assignment, subsequent Holders; provided that nothing herein shall
be deemed to permit any assignment, transfer or other disposition of
Registrable Securities in violation of the terms of the Purchase Agreement. If
any transferee of any Holder shall acquire Registrable Securities, in any
manner, whether by operation of law or otherwise, such Registrable Securities
shall be held subject to all of the terms of this Agreement, and by taking and
holding such Registrable Securities such Person shall be conclusively deemed to
have agreed to be bound by and to perform all of the terms and provisions of
this Agreement and such Person shall be entitled to receive the benefits hereof.
The Initial Purchasers (in their capacity as Initial Purchasers) shall have no
liability or obligation to the Company or the Guarantors with respect to any
failure by a Holder to comply with, or any breach by any Holder of, any of the
obligations of such Holder under this Agreement.


 


(e)           Purchases and Sales of
Securities. The
Company and the Guarantors shall not, and shall use their best efforts to cause
their affiliates (as defined in Rule 405 under the 1933 Act) not to, purchase
and then resell or otherwise transfer any Securities.


 


(f)            Third Party Beneficiary. The Holders shall be third
party beneficiaries to the agreements made hereunder between the Company and
the Guarantors, on the one hand, and the Initial Purchasers, on the other hand,
and shall have the right to enforce such agreements directly to the extent it
deems such enforcement necessary or advisable to protect its rights or the
rights of Holders hereunder.


 


17

















 


(g)           Counterparts. This Agreement may be executed
in any number of counterparts and by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.


 


(h)           Headings. The headings in this Agreement
are for convenience of reference only and shall not limit or otherwise affect
the meaning hereof.


 


(i)            Governing Law. This Agreement shall be
governed by the laws of the State of New York.


 


(j)            Severability. In
the event that any one or more of the provisions contained herein, or the
application thereof in any circumstance, is held invalid, illegal or
unenforceable, the validity, legality and enforceability of any such provision
in every other respect and of the remaining provisions contained herein shall
not be affected or impaired thereby.


 


18

















 


IN
WITNESS WHEREOF, the parties have executed this Agreement 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

  	
   

  
					



 

















 


	
   

  	
  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

  	
   

  
					



 


2

















 


	
  Confirmed and accepted as of 

  the date first above written: 

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  BANC OF AMERICA SECURITIES LLC

  	
   

  	
   

  	
   

  
	
  GOLDMAN, SACHS & CO.

  	
   

  	
   

  	
   

  
	
  MORGAN STANLEY & CO. INCORPORATED

  	
   

  	
   

  	
   

  
	
  NATCITY INVESTMENTS, INC.

  	
   

  	
   

  	
   

  
	
  WELLS FARGO SECURITIES, LLC

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By: BANC OF AMERICA SECURITIES LLC

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ 

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
						



 


3

















 


SCHEDULE I


 


Guarantors


 


	
  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.

  
	
  John W. Hancock, Jr., LLC

  
	
  Steel of West Virginia, Inc.

  
	
  Steel Ventures, Inc.

  
	
  SWVA, Inc.

  
	
  Marshall Steel, Inc.

  
	
  Shredded Products, LLC 

  
	
  Shredded Products II, LLC

  
	
  The Tech Holdings, Inc.

  
	
  The Techs Industries, Inc.

  



 


4

















 


REGISTRATION RIGHTS AGREEMENT


Dated October 12, 2007


among


STEEL DYNAMICS, INC.,


as Issuer


	
  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.,

  
	
  JOHN W. HANCOCK, JR., LLC,

  
	
  STEEL OF WEST VIRGINIA, INC.,

  
	
  STEEL VENTURES, INC.,

  
	
  SWVA, INC., 

  
	
  MARSHALL STEEL, INC.,

  
	
  SHREDDED PRODUCTS, LLC, and

  
	
  SHREDDED PRODUCTS II, LLC

  
	
  THE TECHS HOLDINGS, INC.

  
	
  THE TECHS INDUSTRIES, INC.

  



 


as Guarantors


 


and


 


BANC OF AMERICA SECURITIES LLC,


GOLDMAN, SACHS & CO.,


MORGAN STANLEY & CO. INCORPORATED


NATCITY INVESTMENTS, INC.


and


WELLS FARGO SECURITIES, LLC


as Initial Purchasers