Registration Rights Agreement, dated 12/13/2004



  
 Exhibit 4.4 

 
 EXECUTION COPY 
  
 REGISTRATION RIGHTS AGREEMENT 
  
 This REGISTRATION RIGHTS AGREEMENT dated December 13, 2004 (the “Agreement”) is entered into by and among Ryerson Tull, Inc., a Delaware
corporation (the “Company”), Ryerson Tull Procurement Corporation (the “Subsidiary Guarantor”), and J.P. Morgan Securities Inc. (“JPMorgan”) and UBS Securities LLC (the “Initial Purchasers”). 
  
 The Company, the Subsidiary Guarantor and the Initial Purchasers are parties
to the Purchase Agreement dated December 8, 2004 (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchasers of $150,000,000 aggregate principal amount of the Company’s 8.25% Senior Notes due 2011
(the “Securities”) which will be guaranteed on an unsecured senior basis by the Subsidiary Guarantor. As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the Subsidiary Guarantor have agreed to
provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery 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 terms shall have the following meanings: 
  
 “Business Day” shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed. 
  
 “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 Act” shall mean the Securities Exchange Act of 1934, as amended from time to time. 
  
 “Exchange Dates” shall have the meaning set forth in Section 2(a)(ii) hereof. 
  
 “Exchange Offer” shall mean the exchange offer by the Company and the Subsidiary Guarantor of Exchange Securities
for Registrable Securities pursuant to Section 2(a) hereof. 
  
 “Exchange Offer Registration” shall mean a registration under the Securities 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 Prospectus contained therein, all exhibits thereto and any document incorporated by reference therein. 
  
 “Exchange Securities” shall mean senior notes issued by the Company
and guaranteed by the Subsidiary Guarantor under the Indenture containing terms identical to the Securities (except 

  









 
that the Exchange Securities will not be subject to restrictions on transfer or to any increase in annual interest rate for failure to comply with this
Agreement) and to be offered to Holders of Securities in exchange for Securities pursuant to the Exchange Offer. 
  
 “Holders” 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 owners of Registrable Securities under the Indenture; provided that for purposes of Section 4 of this Agreement, the term “Holders” shall include Participating Broker-Dealers. 
  
 “Indenture” shall mean the Indenture relating to the Securities
dated as of December 13, 2004 among the Company, the Subsidiary Guarantor and The Bank of New York Trust Company, N.A., 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. 
  
 “Inspector” shall have the meaning set
forth in Section 3(a)(xiii) hereof. 
  
 “JPMorgan” shall
have the meaning set forth in the preamble. 
  
 “Majority
Holders” shall mean the Holders of a majority of the aggregate principal amount of the outstanding Registrable Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required
hereunder, any Registrable Securities owned directly or indirectly by the Company or any of its affiliates shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount; and
provided, further, that if the Company shall issue any additional Securities under the Indenture prior to consummation of the Exchange Offer or, if applicable, the effectiveness of any Shelf Registration Statement, such additional Securities and the
Registrable Securities to which this Agreement relates shall be treated together as one class for purposes of determining whether the consent or approval of Holders of a specified percentage of Registrable Securities has been obtained. 

 
 “Participating Broker-Dealers” shall have the meaning set forth
in Section 4(a) hereof. 
  
 “Person” shall mean an
individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof. 
  
 “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 any document incorporated by reference therein. 
  
 “Purchase Agreement” shall have the meaning set forth in the preamble. 
  
 “Registrable Securities” shall mean the Securities; provided that the Securities shall cease to be Registrable
Securities (i) when a Registration Statement with respect to such Securities has 

  

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been declared effective under the Securities Act and such Securities have been exchanged or disposed of pursuant to such Registration Statement, (ii) when
such Securities are eligible to be sold pursuant to Rule 144(k) (or any similar provision then in force, but not Rule 144A) under the Securities Act or (iii) when such Securities cease to be outstanding. 
  
 “Registration Expenses” shall mean any and all expenses incident to
performance of or compliance by the Company and the Subsidiary Guarantor 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 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 and any amendments or supplements thereto, any underwriting
agreements, securities sales agreements or other similar agreements and any 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 Subsidiary Guarantor 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 Purchasers) and (viii) the fees and disbursements of the independent
public accountants of the Company and the Subsidiary Guarantor, including the expenses of any special audits or “comfort” letters required by or incident to the performance of and compliance with this Agreement, 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, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of
Registrable Securities by a Holder. 
  
 “Registration
Statement” shall mean any registration statement of the Company and the Subsidiary Guarantor 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 any document incorporated by reference therein. 
  
 “SEC” shall mean the United States Securities and Exchange
Commission. 
  
 “Securities Act” shall mean the
Securities Act of 1933, as amended from time to time. 
  
 “Shelf Additional Interest Date” shall have the meaning set forth in Section 2(d) hereof. 
  
 “Shelf Effectiveness Period” shall have the meaning set forth in Section 2(b) hereof. 
  
 “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 Subsidiary Guarantor that covers all or a portion of the Registrable Securities (but no other securities unless approved by the Holders whose Registrable Securities are to
be 

  

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covered by such Shelf Registration Statement) on an appropriate form under Rule 415 under the Securities 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 any document incorporated by reference therein.

  
 “Shelf Request” shall have the meaning set forth in
Section 2(b)(iii) hereof. 
  
 “Staff” shall mean the
staff of the SEC. 
  
 “Subsidiary Guarantor” shall have
the meaning set forth in the preamble and shall also include any successors of the Subsidiary Guarantor. 
  
 “Target Registration Date” shall have the meaning set forth in Section 2(d) hereof. 
  
 “Trust Indenture Act” shall mean the Trust Indenture Act of 1939,
as amended from time to time. 
  
 “Trustee” shall mean
the trustee with respect to the Securities under the Indenture. 
  
 “Underwriter” shall have the meaning set forth in Section 3(e) hereof. 
  
 “Underwritten Offering” shall mean an offering in which Registrable Securities are sold to an Underwriter for reoffering to the public. 
  
 2. Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable
interpretations of the Staff, the Company and the Subsidiary Guarantor shall use their reasonable best efforts to (i) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable
Securities for Exchange Securities and (ii) have such Registration Statement remain effective until 180 days after the closing of the Exchange Offer. The Company and the Subsidiary Guarantor shall commence the Exchange Offer promptly after the
Exchange Offer Registration Statement is declared effective by the SEC and use their reasonable best efforts to complete the Exchange Offer not later than 60 days after such effective date. 
  
 The Company and the Subsidiary Guarantor shall commence the Exchange Offer by
mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following: 
  
 (i) that the Exchange Offer is being made pursuant to this
Agreement and that all Registrable Securities validly tendered and not properly withdrawn will be accepted for exchange; 
  
 (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”); 
  

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 (iii) that any Registrable Security not tendered or tendered and properly withdrawn will
remain outstanding and continue to accrue interest but will not retain any rights under this Agreement; 
  
 (iv) that any Holder electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be required to surrender such
Registrable Security, together with the appropriate letters of transmittal, to the institution and at the address (located in the Borough of Manhattan, The City of New York) and in the manner specified in the notice, prior to the close of business
on the last Exchange Date; and 
  
 (v) that any
Holder will be entitled to withdraw its 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, telex, 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 its election to have such Securities
exchanged. 
  
 As a condition to participating in the Exchange
Offer, a Holder will be required to represent to the Company and the Subsidiary Guarantor that (i) any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (ii) at the time of the commencement of the
Exchange Offer it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of the provisions of the Securities Act, (iii) it is not an
“affiliate” (within the meaning of Rule 405 under the Securities Act) of the Company or the Subsidiary Guarantor and (iv) if such Holder is a broker-dealer that will receive Exchange Securities for its own account in exchange for
Registrable Securities that were acquired as a result of market-making or other trading activities, then such Holder will deliver a Prospectus in connection with any resale of such Exchange Securities. 
  
 As soon as practicable after the last Exchange Date, the Company and the
Subsidiary Guarantor shall: 
  
 (i) accept for
exchange Registrable Securities or portions thereof validly tendered and not properly 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 deliver to each Holder, Exchange Securities equal in principal amount to the principal amount of the Registrable Securities surrendered by such Holder. 

 
 The Company and the Subsidiary Guarantor shall use their reasonable best
efforts to complete the Exchange Offer as provided above and shall comply with the applicable requirements of the Securities Act, the Exchange 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 (i) that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff, (ii) that no action or proceeding shall have been instituted 

  

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or threatened in any court or by any governmental agency with respect to the Exchange Offer which, in the Company’s judgment, would reasonably be
expected to impair its ability to proceed with the Exchange Offer and (iii) any such other conditions as shall be agreed upon by the Company and the Initial Purchasers. 
  
 (b) In the event that (i) the Company and the Subsidiary Guarantor determine that the Exchange Offer Registration provided
for in Section 2(a) above is not available or may not be completed as soon as practicable after the last Exchange Date because (x) it would violate any applicable law or applicable interpretations of the Staff, (y) an action or proceeding has been
instituted or threatened in any court or by any governmental agency with respect to the Exchange Offer which, in the Company’s judgment, would reasonably be expected to impair its ability to proceed with the Exchange Offer or (z) of any such
other conditions as have been agreed upon by the Company and the Initial Purchasers, (ii) the Exchange Offer is not for any other reason completed within 210 days of the Closing Date (provided that, if the Exchange Offer is consummated after
such 210-day period, then the Company’s and the Subsidiary Guarantor’s obligations under this clause (ii) from the failure of the Exchange Offer to be consummated within such 210-day period shall terminate) or (iii) upon the receipt of a
written request (a “Shelf Request”) from any Initial Purchaser representing that it holds Registrable Securities that are ineligible to be exchanged in the Exchange Offer, the Company and the Subsidiary Guarantor shall use their reasonable
best efforts to cause to be filed as soon as practicable after such determination, date or request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by the Holders thereof and to have such
Shelf Registration Statement declared effective by the SEC. 
  
 In
the event that the Company and the Subsidiary Guarantor are required to file a Shelf Registration Statement pursuant to clause (iii) of the preceding sentence, the Company and the Subsidiary Guarantor 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 Subsidiary Guarantor 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) (or any similar rule then in force, but not Rule 144A) under the Securities Act with respect to the Registrable Securities or such shorter period that will
terminate when all the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement (the “Shelf Effectiveness Period”). Subject to the Company’s and the Subsidiary
Guarantor’s right to temporarily suspend the Shelf Registration Statement in Section 3(d) below, the Company and the Subsidiary Guarantor further agree to supplement or amend the Shelf Registration Statement and the related Prospectus if
required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration or if
reasonably requested by a Holder of Registrable Securities with respect to information relating to such Holder, and to use their reasonable best efforts to cause any such amendment to become effective and such Shelf Registration Statement and


  

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Prospectus to become usable as soon as thereafter practicable. The Company and the Subsidiary Guarantor 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. 
  
 (c) The Company and the Subsidiary Guarantor shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section
2(b) hereof. Each Holder shall pay all underwriting discounts and commissions, brokerage 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. 
  
 In the event that either the Exchange Offer is not completed or the Shelf
Registration Statement, if required pursuant to Section 2(b)(i) or 2(b)(ii) hereof, is not declared effective within 210 days of the Closing Date (the “Target Registration Date”), the interest rate on the Registrable Securities will be
increased by (i) 0.50% per annum for the first 90-day period immediately following the Target Registration Date and (ii) an additional 0.50% per annum with respect to each subsequent 90-day period, in each case until the Exchange Offer is completed
or the Shelf Registration Statement, if required hereby, is declared effective by the SEC or the Securities become freely tradable under the Securities Act up to a maximum of 1.00% per annum of additional interest. In the event that the Company and
the Subsidiary Guarantor receive a Shelf Request pursuant to Section 2(b)(iii), and the Shelf Registration Statement required to be filed thereby is not declared effective by the later of (x) 180 days after the Closing Date or (y) 90 days after the
delivery of such Shelf Request (such later date, the “Shelf Additional Interest Date”), then the interest rate on the Registrable Securities, which are the subject of the Shelf Request, will be increased by (i) 0.50% per annum for the
first 90-day period payable commencing from one day after the Shelf Additional Interest Date and (ii) an additional 0.50% per annum with respect to each subsequent 90-day period, in each case until the Shelf Registration Statement is declared
effective, up to a maximum of 1.00% per annum of additional interest. 
  
 If the Shelf Registration Statement, if required hereby, has been declared effective and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and
such failure to remain effective or usable exists for more than 45 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by (i) 0.50% per annum for the first 90-day period
commencing on the 46th day in such 12-month period and (ii) an additional 0.50% per annum with respect each
subsequent 90-day period, in each case ending on such date that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable, up to a maximum of 1.00% per annum of additional interest. 
  
 (e) Without limiting the remedies available to the Initial Purchasers and the
Holders, the Company and the Subsidiary Guarantor acknowledge that any failure by the Company or the Subsidiary Guarantor 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 

  

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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 and the Subsidiary Guarantor’s obligations under Section 2(a) and Section 2(b) hereof. 
  
 3. Registration Procedures. (a) In connection with their obligations
pursuant to Section 2(a) and Section 2(b) hereof, the Company and the Subsidiary Guarantor shall as expeditiously as possible: 
  
 (i) prepare and file with the SEC a Registration Statement on the appropriate form under the Securities Act, which form (x) shall be
selected by the Company and the Subsidiary Guarantor, (y) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the 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 for the
applicable period in accordance with Section 2 hereof; 
  
 (ii) 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 in accordance with Section 2 hereof
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 Securities Act; and keep each Prospectus current during the period described in Section 4(3) of
and Rule 174 under the Securities Act that is applicable to transactions by brokers or dealers with respect to the Registrable Securities or Exchange Securities; 
  
 (iii) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, to counsel for
the Initial Purchasers, to counsel for such Holders and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, as many copies as reasonably requested of each Prospectus, including each preliminary
Prospectus, and any amendment or supplement thereto, in order to facilitate the sale or other disposition of the Registrable Securities thereunder; and the Company and the Subsidiary Guarantor consent to the use of such Prospectus and any amendment
or supplement thereto in accordance with applicable law by each of the 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; 
  
 (iv) use their 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; 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 that may be reasonably necessary or advisable to enable each Holder to complete the
disposition in each such jurisdiction of the 

  

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Registrable Securities owned by such Holder; provided that neither the Company nor the Subsidiary Guarantor shall be required to (1) qualify as a
foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (2) file any general consent to service of process in any such jurisdiction or (3) subject itself to
taxation in any such jurisdiction if it is not so subject; 
  
 (v) notify counsel for the Initial Purchasers and, in the case of a Shelf Registration, notify each Holder of Registrable Securities and counsel for such Holders promptly and, if requested by any such Holder or
counsel, confirm such advice in writing (1) when a Registration Statement has become effective and when any post-effective amendment thereto has been filed and becomes effective, (2) 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, (3) 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, (4) if, between the effective date of a Shelf Registration Statement and the closing of any sale of Registrable Securities covered thereby, the
representations and warranties of the Company or the Subsidiary Guarantor contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to an offering of such Registrable Securities cease to be true
and correct in all material respects or if the Company or the Subsidiary 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, (5) of the happening of any event during the period a Shelf Registration Statement is effective that makes any statement made in such Shelf Registration Statement or the related Prospectus untrue in any material respect
or that requires the making of any changes in such Shelf Registration Statement or Prospectus in order to make the statements therein not misleading and (6) of any determination by the Company or the Subsidiary Guarantor that a post-effective
amendment to a Registration Statement would be appropriate; 
  
 (vi) use their reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement at the earliest possible moment and provide prompt notice to each Holder of the
withdrawal of any such order; 
  
 (vii) 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 any documents incorporated therein by
reference or exhibits thereto, unless requested); 
  
 (viii) in the case of a Shelf Registration, cooperate with the 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 issued in such denominations and registered in such names (consistent with the provisions of the Indenture) as such Holders may reasonably request at least one Business Day prior to
the closing of any sale of Registrable Securities; 
  

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 (ix) in the case of a Shelf Registration, upon the occurrence of any event contemplated
by Section 3(a)(v)(5) hereof, use their reasonable best efforts to prepare and file with the SEC a supplement or post-effective amendment to such Shelf 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 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; and the Company and the Subsidiary Guarantor shall notify the Holders of Registrable Securities to suspend use of the Prospectus as promptly as
practicable after the occurrence of such an event, and such Holders hereby agree to suspend use of the Prospectus until the Company and the Subsidiary Guarantor have amended or supplemented the Prospectus to correct such misstatement or omission;

  
 (x) 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 Prospectus or of any document that 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, to the Holders of Registrable Securities and their counsel) and make such of the
representatives of the Company and the Subsidiary Guarantor as shall be reasonably requested by the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Holders of Registrable Securities or their counsel)
available for discussion of such document; and the Company and the Subsidiary Guarantor shall not, at any time after initial filing of a Registration Statement, file any Prospectus, any amendment of or supplement to a Registration Statement or a
Prospectus, or any document that 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 of Registrable
Securities 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 of Registrable Securities or their
counsel) shall object; 
  
 (xi) 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; 
  
 (xii) cause the Indenture to be qualified under the Trust Indenture Act 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 Trust Indenture Act; and
execute, and use their 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; 
  

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 (xiii) in the case of a Shelf Registration, make available for inspection by a
representative of the Holders of the Registrable Securities included within the coverage of such Shelf Registration (an “Inspector”), any Underwriter participating in any disposition pursuant to such Shelf Registration Statement, any
attorneys and accountants designated by the Holders of Registrable Securities and any attorneys and accountants designated by such Underwriter, at reasonable times and in a reasonable manner, all pertinent financial and other records, documents and
properties of the Company and the Subsidiary Guarantor, and cause the respective officers, directors and employees of the Company and the Subsidiary Guarantor to supply all information reasonably requested by any such Inspector, Underwriter,
attorney or accountant in connection with a Shelf Registration Statement; provided that if any such information is identified by the Company or the Subsidiary Guarantor as being confidential or proprietary, each Person receiving such
information shall take such actions as are reasonably necessary to protect the confidentiality of such information to the extent such action is otherwise not inconsistent with, an impairment of or in derogation of the rights and interests of any
Inspector, Holder or Underwriter; 
  
 (xiv) in
the case of a Shelf Registration, use their 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 or guaranteed by the Company or the
Subsidiary Guarantor are then listed if requested by the Majority Holders, to the extent such Registrable Securities satisfy applicable listing requirements; 
  

(xv) if reasonably requested by any Holder of Registrable Securities covered by a Shelf Registration Statement, promptly include 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 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 so included in such filing; and 
  
 (xvi) 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 in principal amount 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, (1) 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 and 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, (2) in the case of an Underwritten Offering, obtain opinions of counsel to the Company and the Subsidiary Guarantor (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 underwritten offerings, (3) in the case
of an Underwritten Offering, obtain “comfort” letters from the independent certified public 

  

 11 








 
accountants of the Company and the Subsidiary Guarantor (and, if necessary, any other certified public accountant of any subsidiary of the Company or the
Subsidiary Guarantor, or of any business acquired by the Company or the Subsidiary 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 “comfort” letters in connection with underwritten offerings and (4) 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 Subsidiary Guarantor made pursuant to clause (1) above and to evidence compliance with any customary conditions contained in an underwriting agreement. 
  
 (b) In the case of a Shelf Registration Statement, the Company may require
each Holder of Registrable Securities to furnish to the Company such information regarding such Holder and the proposed disposition by such Holder of such Registrable Securities as the Company and the Subsidiary Guarantor may from time to time
reasonably request in writing, and the Company may exclude from the Shelf Registration Statement the Registrable Securities of any Holder who does not provide such information within a reasonable period of time after such request until the time such
Holder delivers such information. 
  
 (c) In the case of a Shelf
Registration Statement, each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company and the Subsidiary Guarantor of the happening of any event of the kind described in Section 3(a)(v)(3) or 3(a)(v)(5) hereof, such
Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(ix) hereof
and, if so directed by the Company and the Subsidiary Guarantor, such Holder will deliver to the Company and the Subsidiary Guarantor all copies in its possession, other than permanent file copies then in such Holder’s possession, of the
Prospectus covering such Registrable Securities that is current at the time of receipt of such notice. 
  
 (d) If the Company and the Subsidiary Guarantor shall give any notice pursuant to Section 3(c) hereof to suspend the disposition of Registrable Securities
pursuant to a Shelf Registration Statement, the Company and the Subsidiary Guarantor shall extend the period during which such Shelf 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 of such Registrable Securities shall have received copies of the supplemented or amended Prospectus necessary to resume such dispositions. The
Company and the Subsidiary Guarantor may give any such notice only twice during any 365-day period and any such suspensions shall not exceed 60 days in the aggregate and there shall not be more than two suspensions in effect during any 365-day
period. 
  
 (e) 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 bank or investment banks and manager or managers 

  

 12 








 
(each an “Underwriter”) that will administer the offering will be selected by the Holders of a majority in principal amount of the Registrable
Securities included in such offering, and such Holders shall be responsible for all underwriting commissions and discounts in connection therewith. 
  
 4. Participation of Broker-Dealers in Exchange Offer. (a) The Staff 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 Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities. 
  
 The Company and the Subsidiary Guarantor 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 Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act. 
  
 (b) In light of the above, and notwithstanding the other provisions of this Agreement, the Company and the Subsidiary
Guarantor agree to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement for a period of up to 180 days after the last Exchange Date (as such period may be extended pursuant to Section 3(d) of this Agreement), if
requested by the Initial Purchasers or by one or more Participating Broker-Dealers, 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. The Company and the Subsidiary Guarantor further agree that Participating Broker-Dealers shall be authorized to deliver such Prospectus during such period in connection with the resales contemplated by this Section 4. 

 
 (c) The Initial Purchasers shall have no liability to the Company, the
Subsidiary Guarantor or any Holder with respect to any request that they may make pursuant to Section 4(b) above. 
  
 5. Indemnification and Contribution. (a) The Company and the Subsidiary Guarantor, jointly and severally, agree to indemnify and hold harmless each
Initial Purchaser and each Holder, their respective affiliates, directors and officers and each Person, if any, who controls any Initial Purchaser or any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are
incurred), that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or any Prospectus or any omission or alleged omission to state therein a material fact
required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, 

  

 13 








 
not misleading, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, (A) any untrue statement or omission or
alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Initial Purchaser or information relating to any Holder furnished to the Company in writing through JPMorgan or any selling Holder
expressly for use therein or (B) any untrue statement or omission or alleged untrue statement or omission that was contained or made in any related preliminary Prospectus, if both (1) a copy of the final Prospectus was not sent or given by such
Initial Purchaser or Holder to such Person asserting any such loss, claim, damage or liability on or prior to the written confirmation of the sale of such Securities or Exchange Securities to such Person and (2) the untrue statement in or omission
from the related preliminary Prospectus was corrected in the final Prospectus, unless, in either case, such failure to deliver the final Prospectus was a result of non-compliance by the Company or the Subsidiary Guarantor with the provisions of
Section 3 hereof. In connection with any Underwritten Offering permitted by Section 3, the Company and the Subsidiary Guarantor, jointly and severally, will also indemnify the Underwriters, if any, selling brokers, dealers and similar securities
industry professionals participating in the distribution, their respective affiliates and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange 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 Subsidiary Guarantor, the Initial Purchasers and the other selling Holders, the directors of the Company and the
Subsidiary Guarantor, each officer of the Company and the Subsidiary Guarantor who signed the Registration Statement and each Person, if any, who controls the Company, the Subsidiary Guarantor, any Initial Purchaser and any other selling Holder
within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or
are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Holder furnished to the Company in writing by such Holder expressly for use in any
Registration Statement and any Prospectus. 
  
 (c) If any suit,
action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such Person
(the “Indemnified Person”) shall promptly notify the Person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not
relieve it from any liability that it may have under this Section 5 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the
failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under this Section 5. If any such proceeding shall be brought or asserted against an Indemnified Person and it
shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others entitled to indemnification pursuant to this
Section 5 that the Indemnifying Person may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified 

  

 14 








 
Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless
(i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the
Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any
impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood and agreed
that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified
Persons, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm (x) for any Initial Purchaser, its affiliates, directors and officers and any control Persons of such Initial Purchaser shall be designated
in writing by JPMorgan, (y) for any Holder, its directors and officers and any control Persons of such Holder shall be designated in writing by the Majority Holders and (z) in all other cases shall be designated in writing by the Company. The
Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each
Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the
Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than
45 days after receipt by the Indemnifying Person of such request and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. No Indemnifying Person shall,
without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by
such Indemnified Person, unless such settlement (A) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of
such proceeding and (B) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person. 
  
 (d) If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an Indemnified Person or
insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable
by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Subsidiary Guarantor from the offering of the Securities
and the Exchange Securities, on the one hand, and by the Holders from receiving Securities or Exchange Securities registered under the Securities Act, on the other hand, or (ii) if the allocation provided by clause (i) is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and the Subsidiary Guarantor 

  

 15 








 
on the one hand and the Holders on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as
well as any other relevant equitable considerations. The relative fault of the Company and the Subsidiary Guarantor on the one hand and the Holders on the other shall be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and the Subsidiary Guarantor or by the Holders and the parties’ relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or omission. 
  
 (e) The Company, the Subsidiary Guarantor and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 5 were determined by pro rata allocation (even if the
Holders were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result
of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such
action or claim. Notwithstanding the provisions of this Section 5, in no event shall a Holder be required to contribute any amount in excess of the amount by which the total price at which the Securities or Exchange Securities 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 Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. 
  
 (f) The remedies provided for in this Section 5 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any
Indemnified Person at law or in equity. 
  
 (g) 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 or any Holder or any
Person controlling any Initial Purchaser or any Holder, or by or on behalf of the Company or the Subsidiary Guarantor, their respective affiliates or the officers or directors of or any Person controlling the Company or the Subsidiary Guarantor,
(iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement. 
  
 6. General. 
  
 (a) No Inconsistent Agreements. The Company and the Subsidiary Guarantor represent, warrant and agree that (i) 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 any other outstanding securities issued or guaranteed by the Company or the Subsidiary Guarantor under any other agreement and (ii) neither
the Company nor the Subsidiary Guarantor has entered into, or on or after the date of this Agreement will enter into, any agreement that is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise
conflicts with the provisions hereof. 
  

 16 








 (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 Subsidiary Guarantor 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 that no amendment, 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. Any amendments, modifications, supplements, waivers or consents pursuant to this Section 6(b)
shall be by a writing executed by each of the parties hereto. 
  
 (c) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, telex, 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; (ii) if to the Company and the Subsidiary Guarantor, 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); and (iii) to such other persons at their respective addresses as provided 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 answered back, if telexed; 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 or the
Indenture. 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 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 Subsidiary Guarantor with respect to any failure by a Holder (other than by such Initial Purchasers) to comply with, or any breach by
any Holder of, any of the obligations of such Holder (other than by such Initial Purchasers) under this Agreement. 
  
 (e) Third Party Beneficiaries. Each Holder shall be a third party beneficiary to the agreements made hereunder between the Company and the
Subsidiary Guarantor, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such 

  

 17 








 
agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights or the rights of other Holders hereunder.

  
 (f) 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. 
  
 (g) Headings. The headings in this Agreement are for convenience of
reference only, are not a part of this Agreement and shall not limit or otherwise affect the meaning hereof. 
  
 (h) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. 
  
 (i) Miscellaneous. This Agreement contains the entire agreement
between the parties relating to the subject matter hereof and supersedes all oral statements and prior writings with respect thereto. If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent
jurisdiction to be invalid, void or unenforceable or against public policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect and shall in no way be affected, impaired or
invalidated. The Company, the Subsidiary Guarantor and the Initial Purchasers shall endeavor in good faith negotiations to replace the invalid, void or unenforceable provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, void or unenforceable provisions. 
  

 18 








 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

  

			
	 RYERSON TULL, INC.

		
	By:	 	 /S/    TERENCE R.
ROGERS

	 	 	 Name: Terence R. Rogers

	 	 	 Title: Vice President – Finance and Treasurer

	
	 RYERSON TULL PROCUREMENT CORPORATION

		
	By:	 	 /S/    JAMES M.
DELANEY

	 	 	 Name: James M. Delaney

	 	 	 Title: President



  

			
	Confirmed and accepted as of the date first above written:
	
	J.P. MORGAN SECURITIES INC.
		
	By	 	 /S/    J.P. MORGAN SECURITIES
INC.

	 	 	Authorized Signatory
	
	UBS SECURITIES LLC
		
	By	 	 /S/    UBS SECURITIES LLC

	 	 	Authorized Signatory
		
	By	 	 /S/    UBS SECURITIES LLC

	 	 	Authorized Signatory

  

 19