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PNA GROUP, INC.

103/4% Senior Notes due 2016




 






FOURTH SUPPLEMENTAL INDENTURE




Dated as of August 1, 2008




with respect to




INDENTURE




Dated as of August 15, 2006




 






THE BANK OF NEW YORK MELLON, as Trustee




 









 





FOURTH SUPPLEMENTAL INDENTURE




     FOURTH SUPPLEMENTAL INDENTURE dated as of August 1, 2008 (this “Fourth Supplemental
Indenture”) by and among PNA Group, Inc., a corporation duly organized and existing under the laws
of the State of Delaware (the “Company”), the Guarantors (as that term is defined in the Indenture)
and The Bank of New York Mellon, a New York banking association, as trustee (the “Trustee”) under
the Indenture (as hereinafter defined).



RECITALS OF THE COMPANY




     WHEREAS, the Company has heretofore executed and delivered to The Bank of New York Mellon, an
Indenture (as amended, supplemented or otherwise modified, the “Indenture”) dated as of August 15,
2006, providing for the issuance of the Company’s 103/4% Senior Notes due 2016 (the “Notes”),
initially in the aggregate principal amount of $250,000,000.



     WHEREAS, pursuant to and in accordance with Section 9.2 of the Indenture, Reliance Steel &
Aluminum Co. (“Reliance”), the parent corporation of the Company, has obtained on behalf of the
Company, on or prior to the date hereof, the consent of the Holders of the Notes representing not
less than a majority in aggregate principal amount of the outstanding Notes to the amendments to
the Indenture set forth in this Fourth Supplemental Indenture.



     WHEREAS, Reliance has solicited the consents of the Holders of the Notes pursuant to the Offer
to Purchase and Consent Solicitation Statement dated July 1, 2008 (as the same may be amended or
supplemented from time to time, the “Statement”), and in the related Letter of Transmittal and
Consent (as the same may be amended or supplemented from time to time, together with the Statement,
the “Offer”), to the proposed amendments to the Indenture upon the terms and conditions set forth
therein (the “Amendments”);



     WHEREAS, Reliance has received and delivered or caused to be delivered to the Trustee the
consents of the Holders of at least a majority in aggregate principal amount of the outstanding
Notes to the Amendments pursuant to the Offer;



     WHEREAS, the Company has been authorized by resolution of its board of directors to enter into
this Supplemental Indenture;



     WHEREAS, the Company has requested that the Trustee join in the execution and delivery of this
Supplemental Indenture;



     WHEREAS, all other acts and proceedings required by law, by the Indenture and by the articles
of incorporation and bylaws of the Company to make this Supplemental Indenture a valid and binding
agreement for the purposes



 









 




expressed herein, in accordance with its terms, have been duly done and performed; and




     WHEREAS, the Amendments contained herein will become operative (the “Operative Date”) upon
Reliance’s acceptance for payment of at least a majority in aggregate principal amount of the
outstanding Notes that are validly tendered and not withdrawn pursuant to the Offer.



     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, it is mutually covenanted and agreed
for the equal and ratable benefit of the Holders of the Notes as follows:



ARTICLE 1

Amendments To Indenture




     Section 1.01.



     (a) Sections 4.3 and 4.4 of the Indenture shall be amended by deleting the text in such
Sections in their entirety and replacing them with “The Company shall comply with Section 314 of
the Trust Indenture Act.”



     (b) Sections 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.13, 4.15, 4.17, 4.20, 4.21 and 4.22
of the Indenture shall be amended by deleting the text of such Sections in their entirety and
replacing them with “[Intentionally Omitted],” and all references made thereto throughout the
Indenture and the Notes shall be deleted in their entirety.



     (c) Subclauses (ii), (iii) and (iv) of Section 5.1 of the Indenture shall be amended by
deleting the text of such subclauses in their entirety and replacing them with “[Intentionally
Omitted],” and the paragraph immediately following Section 5.1(iv) shall be amended by deleting
such text in its entirety and all references made thereto throughout the Indenture and the Notes
shall be deleted in their entirety.



     (d) Subclauses (3), (4), (5), (6) and (7) of Section 6.1 of the Indenture shall be amended by
deleting the text of such subclauses in their entirety and replacing them with “[Intentionally
Omitted],” and all references made thereto throughout the Indenture and the Notes shall be deleted
in their entirety.



     (e) To the extent that any defined term is used exclusively in the article, sections,
subclauses and paragraphs deleted pursuant to subclauses (a) – (d) above, Section 1.1 of the
Indenture shall be amended by deleting the definitions for such defined terms.



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ARTICLE 2

Amendments to Notes




     Section 2.01. The Notes are deemed to be amended as follows:



     (a) The reference to Section 4.10 in Section 6 “Mandatory Redemption” on the reverse of the
form of Note is deleted.



     (b) The reference to “an Asset Sale Offer or” in clause (c) of Section 7 “Repurchase at the
Option of Holder” on the reverse of the form of Note is deleted.



     (c) Clauses (3), (4), (5), (6) and (7) of Section 13 “Defaults and Remedies” on the reverse of
the form of Note are deleted.



ARTICLE 3

Miscellaneous




     Section 3.01. This Fourth Supplemental Indenture will become effective immediately upon its
execution and delivery but the amendments in such Fourth Supplemental Indenture set forth in
Article 1 and Article 2 hereof will only become operative on the Operative Date.



     Section 3.02. The Indenture, as supplemented by this Fourth Supplemental Indenture, is in all
respects ratified and confirmed, and this Fourth Supplemental Indenture shall be deemed a part of
the Indenture in the manner and to the extent herein and therein provided.



     Section 3.03. The recitals herein shall be taken as the statements solely of the Company, and
the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no
representations as to, and shall not be responsible in any manner whatsoever for or in respect of,
the validity or sufficiency of this Fourth Supplemental Indenture.



     Section 3.04. All agreements of the Issuer in this Fourth Supplemental Indenture and the
Notes and any Note Guarantees, as applicable, shall bind their respective successors and assigns.
All agreements of the Trustee in this Fourth Supplemental Indenture shall bind its successors and
assigns.



     Section 3.05. This Fourth Supplemental Indenture shall be governed by, and construed in
accordance with, the law of the State of New York.



     Section 3.06. In case any provision in this Fourth Supplemental Indenture shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby.



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     Section 3.07. The parties may sign any number of copies of this Fourth Supplemental
Indenture. Each signed copy shall be an original, but all of them together shall represent the same
agreement.



     Section 3.08. Capitalized terms not otherwise defined in this Fourth Supplemental Indenture
shall have the respective meanings assigned to them in the Indenture.



[signature pages follow]




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     IN WITNESS WHEREOF, this Fourth Supplemental Indenture has been duly executed as of the date
first-above written.



	 	 	 	 	 	 	 
	 	 	PNA GROUP, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Karla Lewis
 

	 	 
	 

	 	Name:
	 	Karla Lewis	 	 
	 

	 	Title:
	 	Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	PRECISION FLAMECUTTING & STEEL, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Precision GP Holding, LLC, its general partner
 

	 	 






	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Karla Lewis
 

	 	 
	 

	 	 	 	Name:
	 	Karla Lewis	 	 
	 

	 	 	 	Title:
	 	Vice President and Secretary	 	 






	 	 	 	 	 	 	 
	 	 	SUGAR STEEL CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Karla Lewis
 

	 	 
	 

	 	Name:
	 	Karla Lewis	 	 
	 

	 	Title:
	 	Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	S&S STEEL WAREHOUSE, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Karla Lewis
 

	 	 
	 

	 	Name:
	 	Karla Lewis	 	 
	 

	 	Title:
	 	Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	SMITH PIPE & STEEL COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Karla Lewis
 

	 	 
	 

	 	Name:
	 	Karla Lewis	 	 
	 

	 	Title:
	 	Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	INFRA-METALS CO.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Karla Lewis
 

	 	 
	 

	 	Name:
	 	Karla Lewis	 	 
	 

	 	Title:
	 	Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	FERALLOY CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Karla Lewis
 

	 	 
	 

	 	Name:
	 	Karla Lewis	 	 
	 

	 	Title:
	 	Vice President and Secretary	 	 






 









 





	 	 	 	 	 	 	 	 	 
	 	 	DELNOR CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	
    /s/ Karla Lewis
 

	 	 
	 

	 	Name:
	 	Karla Lewis	 	 
	 

	 	Title:
	 	Vice President and Secretary	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	DELTA STEEL, L.P.
	 
	 	 	 	 	 	 	 	 
	 	 	By: Delta GP, L.L.C., its general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Karla Lewis
 

	 	 
	 

	 	 	 	Name:
	 	Karla Lewis	 	 
	 

	 	 	 	Title:
	 	Vice President and Secretary	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By: Delta LP, L.L.C., its limited partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	
	 	By:	 	/s/ Karla Lewis
 

	 	 
	 

	 	
	 	Name:	 	Karla Lewis	 	 
	 

	 	
	 	Title:	 	Vice President and Secretary	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	DELTA GP, L.L.C.
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Karla Lewis
 

	 	 
	 

	 	Name:
	 	Karla Lewis	 	 
	 

	 	Title:
	 	Vice President and Secretary	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	DELTA LP,
L.L.C.
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Karla Lewis
 

	 	 
	 

	 	Name:
	 	Karla Lewis	 	 
	 

	 	Title:
	 	Vice President and Secretary	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	METALS SUPPLY COMPANY, LTD.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By: MSC Management, Inc., its general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Karla Lewis
 

	 	 
	 

	 	 	 	Name:
	 	Karla Lewis	 	 
	 

	 	 	 	Title:
	 	Vice President and Secretary	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By: PNA Group, Inc., its limited partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	
	 	By:	 	/s/ Karla Lewis
 

	 	 
	 

	 	
	 	Name:	 	Karla Lewis	 	 
	 

	 	
	 	Title:	 	Vice President and
Secretary	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	MSC MANAGEMENT, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Karla Lewis
 

	 	 
	 

	 	Name:
	 	Karla Lewis	 	 
	 

	 	Title:
	 	Vice President and Secretary	 	 






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	 	 	THE BANK OF NEW YORK MELLON, as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Timothy Casey
 

	 	 
	 

	 	Name:
	 	Timothy Casey	 	 
	 

	 	Title:
	 	Assistant Treasurer	 	 







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