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RELIANCE STEEL & ALUMINUM CO.

RSAC MANAGEMENT CORP.




FIRST AMENDMENT

TO AMENDED AND RESTATED CREDIT AGREEMENT




          This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as
of July 31, 2008 and entered into by and among Reliance Steel & Aluminum Co., a California
corporation (“RSA”), RSAC Management Corp., a California corporation (“RSAC Management” and
together with RSA, jointly and severally, “Borrowers” and individually, a “Borrower”), the lenders
party to the Credit Agreement (the “Lenders”) and Bank of America, N.A., as administrative agent
for the Lenders (“Administrative Agent”) and is made with reference to that certain Amended and
Restated Credit Agreement dated as of November 9, 2006 (the “Credit Agreement”), by and among
Borrowers, Lenders and Administrative Agent. Capitalized terms used herein without definition
shall have the same meanings herein as set forth in the Credit Agreement.




RECITALS




          WHEREAS, Borrowers have agreed to acquire PNA (as hereinafter defined).




          WHEREAS, in connection with the PNA Acquisition (as hereinafter defined), Borrowers and
Lenders desire to amend the Credit Agreement to (a) permit Borrowers to incur additional unsecured
Indebtedness, (b) modify the definition of EBITDA with respect to Acquired Business EBITDA and (c)
treat PNA Letters of Credit (as hereinafter defined) as Letters of Credit under the Credit
Agreement.




          NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants
herein contained, the parties hereto agree as follows:



Section 1. AMENDMENTS TO THE CREDIT AGREEMENT




     1.1 Amendments to Section 1: Definitions.



          A. Section 1.1 of the Credit Agreement is hereby amended by adding the following definitions
in correct alphabetical order:





     “‘PNA’ means PNA Group Holding Corporation, a Delaware corporation.




     “‘PNA Acquisition’ means the Acquisition by Borrowers of PNA and its
Subsidiaries.”




     “‘PNA Acquisition Effectiveness Time’ means the time when the PNA Acquisition
becomes effective.”













 






     “‘PNA Letters of Credit’ means the letters of credit issued by Bank of America
for the account of PNA and its Subsidiaries, at or prior to the PNA Acquisition
Effectiveness Time by Borrowers.”




     “‘Term Loan’ means a term loan in an aggregate amount not to exceed
$500,000,000 made to Borrowers under that certain Credit Agreement dated as of July 31, 2008
among Borrowers, Bank of America, N.A., as Administrative Agent, the Lenders and other
parties thereto.”



          B. The definitions of “EBITDA,” and “Letter of Credit” in Section 1.1 of the Credit Agreement
are deleted in their entirety and replaced with the following definitions:





     “‘EBITDA’ means, with respect to any Person and with respect to any fiscal
period, the sum of (a) Net Income of that Person for that period,
plus (b) any non-operating non-recurring loss reflected in such Net Income,
minus (c) any non-operating non-recurring gain reflected in such Net Income,
plus (d) Interest Expense of that Person for that period, plus (e) the
aggregate amount of federal and state taxes on or measured by income of that Person for that
period (whether or not payable during that period), plus (f) depreciation,
amortization and all other non-cash expenses of that Person for that period, plus
(g) Acquired Business EBITDA, in each case as determined in accordance with GAAP, and
adjusted by subtracting equity in earnings in 50% or less owned companies and joint ventures
and, to the extent approved by Administrative Agent (which approval shall not be
unreasonably withheld), any other companies not consolidated with Borrowers, and by adding
Cash dividends received from 50% or less owned companies and joint ventures and, to the
extent approved by Administrative Agent (which approval shall not be unreasonably withheld),
any other companies not consolidated with Borrowers; provided that Acquired Business
EBITDA with respect to any Acquired Business shall only be included in EBITDA if financial
statements of such Acquired Business, within the preceding twelve months, either were (i)
audited by an independent accounting firm, (ii) reviewed by an independent accounting firm
as long as such reviewed and unaudited Acquired Business EBITDA does not exceed 10% of the
total audited EBITDA of RSA and its Subsidiaries, or, (iii) subject to consent of the
Requisite Lenders, unaudited or reviewed by an independent accounting firm.”




     “‘Letter of Credit’ means any of the letters of credit issued by the Issuing
Lender hereunder, including the Existing Letters of Credit and the PNA Letters of Credit,
either as originally issued or as the same may be supplemented, amended, renewed or
extended.”



     1.2 Amendment to Section 7:3. Indebtedness.



          Subsection (g) of Section 7.3 of the Credit Agreement is hereby amended by deleting it in its
entirety and substituting therefor the following:




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          “(g) Unsecured indebtedness for borrowed money of Borrowers (which may be guaranteed by
Subsidiaries of RSA which are party to the Master Subsidiary Guaranty) issued after the
Closing Date (i) in the aggregate principal amount of not more than $500,000,000 and (ii)
under the Term Loan; provided, however, that the documentation evidencing
such Indebtedness described in clause (i) and clause (ii) above shall contain covenants no
more restrictive than in this Agreement and shall be on terms and conditions (including the
maturity date and amortization schedule) acceptable to Administrative Agent;”




Section 2. NOVATION OF LETTER OF CREDIT OBLIGATIONS




          Concurrently with the PNA Acquisition Effectiveness Time, Borrowers, the Issuing Lender and
Bank of America, as issuer of the PNA Letters of Credit (in such capacity, the “PNA Issuing
Bank”), agree, and Borrowers shall cause PNA and its Subsidiaries to agree that:




     2.1 Novation and Acceptance. (a) All of the rights, liabilities duties and obligations of PNA
and of its Subsidiaries under the PNA Letters of Credit are transferred by novation, and acceptance
thereof, to Borrowers (b) all of the rights, liabilities, duties and obligations of the PNA Issuing
Bank under the PNA Letters of Credit are transferred by novation and acceptance thereof to the
Issuing Lender, with the effect that the PNA Letters of Credit shall become Letters of Credit under
the Credit Agreement in respect of which Borrowers have joint and several obligations in accordance
with the Credit Agreement,



     2.2 Release of PNA and PNA Issuing Bank. PNA and the PNA Issuing Bank are each released and
discharged from further obligations to each other in respect of the PNA Letters of Credit and their
respective rights against each other in respect thereof are cancelled, provided that such release
and discharge shall not affect any rights, liabilities or obligations with respect to payments or
other obligations due and payable or due to be performed prior to the PNA Acquisition Effectiveness
Time and such payments and obligations shall be paid or performed in accordance with their
respective agreements and duties in respect of the PNA Letters of Credit; and



     2.3 Undertaking of Obligations of PNA and PNA Issuing Bank. Each of Borrowers, on the one
hand, and Issuing Lender, on the other hand, undertake liabilities and obligations toward the other
and acquire rights against the other as if the PNA Letters of Credit were issued as Letters of
Credit under the Credit Agreement as of the PNA Acquisition Effectiveness Time.



Section 3. CONDITIONS TO EFFECTIVENESS




          This Amendment shall become effective when all of the following conditions precedent have been
satisfied (the date of satisfaction of such conditions being referred to herein as the “First
Amendment Effective Date”):




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          A. Administrative Agent shall have received all of the following, and each in form and
substance satisfactory to Administrative Agent:




               (i) at least one original, telecopied or electronically delivered counterpart of this
Amendment executed by Requisite Lenders, Borrowers, Guarantors and Administrative Agent;



               (ii) notice from Borrowers that all conditions precedent to the effectiveness of the PNA
Acquisition have been satisfied; and



               (iii) such other assurances, certificates, documents, consents or opinions as Administrative
Agent may reasonably require.



          B. Borrowers shall have executed a fee letter with Arranger and Administrative Agent, and
Arranger shall have received (on account of Lenders) the fees that are due and payable thereunder.




          C. Attorney Costs of Bank of America to the extent invoiced prior to or on the First Amendment
Effective Date, plus such additional amounts of Attorney Costs as shall constitute Bank of
America’s reasonable estimate of Attorney Costs incurred or to be incurred by it through the
closing proceedings (provided that such estimate shall not hereafter preclude final settling of
accounts between Borrowers and Bank of America) shall have been paid.




          D. On or before the First Amendment Effective Date, all corporate and other proceedings taken
or to be taken in connection with the transactions contemplated hereby and all documents incidental
thereto not previously found acceptable by Administrative Agent, acting on behalf of Lenders, and
its counsel shall be reasonably satisfactory in form and substance to Administrative Agent and such
counsel, and Administrative Agent and such counsel shall have received all such counterpart
originals or certified copies of such documents as Administrative Agent may reasonably request.




Section 4. BORROWERS’ REPRESENTATIONS AND WARRANTIES




          In order to induce Lenders to enter into this Amendment and to amend the Credit Agreement in
the manner provided herein, Borrowers, jointly and severally, represent and warrant to each Lender
that the following statements are true, correct and complete (both before and after giving effect
to the PNA Acquisition):




     4.1 Corporate Power and Authority. Each Borrower has all requisite corporate power and
authority to enter into this Amendment and to carry out the transactions contemplated by, and
perform its obligations under, the Credit Agreement as amended by this Amendment (the “Amended
Agreement”).



     4.2 Authorization of Agreements. The execution and delivery of this Amendment have been duly
authorized by all necessary corporate action on the part of each Borrower.



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     4.3 No Conflict. The execution and delivery by each Borrower of this Amendment, and the
consummation of the transactions contemplated hereby do not and will not (i) violate any provision
of any law or any governmental rule or regulation applicable to Borrowers or any of their
Subsidiaries, the certificate or articles of incorporation or bylaws of Borrowers or any of their
Subsidiaries or any order, judgment or decree of any court or other agency of government binding on
Borrowers or any of their Subsidiaries, (ii) conflict with, result in a breach of or constitute
(with due notice or lapse of time or both) a default under any Contractual Obligation to which
either Borrower or any of its Subsidiaries is a party or by which either Borrower or any of its
Subsidiaries or any of its or their Property is bound or affected, other than (1) conflicts that
will be resolved on or before the First Amendment Effective Date or (2) conflicts that could not
reasonably be expected to have a Material Adverse Effect.



     4.4 Governmental Consents. The execution and delivery by Borrowers of this Amendment and the
performance by Borrowers of the Amended Agreement do not and will not require any registration
with, consent or approval of, or notice to, or other action to, with or by, any federal, state or
other Governmental Authority or regulatory body, except such consent and approval which have been
obtained on or prior to the First Amendment Effective Date or registration or notice which have
been made on or prior to the First Amendment Effective Date.



     4.5 Binding Obligation. This Amendment has been duly executed and delivered by Borrowers and
is the legally valid and binding obligation of Borrowers, enforceable against them in accordance
with its terms, except as the same as may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable
principles relating to enforceability.



     4.6 Representations and Warranties From Credit Agreement. The representations and warranties
contained in Section 5 of the Amended Credit Agreement are and will be true, correct and complete
in all material respects on and as of the First Amendment Effective Date, except to the extent such
representations and warranties specifically relate to an earlier date, in which case they were
true, correct and complete in all material respects on and as of such earlier date.



     4.7 Absence of Default. No event has occurred and is continuing or will result from the
consummation of the transactions contemplated by this Amendment that would constitute a Default or
an Event of Default.



Section 5. MISCELLANEOUS




     5.1 Reference to and Effect on the Credit Agreement and the Other Loan Documents.



          A. On and after the First Amendment Effective Date, each reference in the Credit Agreement to
“this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit
Agreement, and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”,
“thereof” or words of like import referring to the Credit Agreement shall mean and be a reference
to the Amended Agreement.




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          B. Except as specifically amended by this Amendment, the Credit Agreement, the Master
Subsidiary Guaranty and the other Loan Documents shall remain in full force and effect and are
hereby ratified and confirmed.




          C. The execution, delivery and performance of this Amendment shall not, except as expressly
provided herein, constitute a waiver of any provision of, or operate as a waiver of any right,
power or remedy of Administrative Agent or any Lender under, the Credit Agreement, the Master
Subsidiary Guaranty or any of the other Loan Documents.




     5.2 Headings. Section and subsection headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment for any other
purpose or be given any substantive effect.



     5.3 Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE
OF CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.



     5.4 Counterparts; Effectiveness. This Amendment may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so executed and
delivered shall be deemed an original, but all such counterparts together shall constitute but one
and the same instrument; signature pages may be detached from multiple separate counterparts and
attached to a single counterpart so that all signature pages are physically attached to the same
document.



[Remainder of page intentionally left blank]




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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their respective officers thereunto duly authorized as of the date first written
above.



	 	 	 	 	 
	 	BORROWERS:



RELIANCE STEEL & ALUMINUM CO.,

a California corporation

 	 
	 	By:  	           /s/ David H. Hannah
 	 
	 	Name:  	 	David H. Hannah 	 
	 	Title:  	 	Chairman and Chief Executive Officer 	 
	 
	 	 	 
	 	By:  	           /s/ Karla Lewis
 	 
	 	Name:  	 	Karla Lewis 	 
	 	Title:  	 	Executive Vice President and Chief Financial Officer 	 
	 
	 	RSAC MANAGEMENT CORP.,

a California corporation

 	 
	 	By:  	/s/ David H. Hannah
 	 
	 	Name:  	 	David H. Hannah 	 
	 	Title:  	 	Chief Executive Officer 	 
	 
	 	 	 
	 	By:  	                   /s/ Karla Lewis
 	 
	 	Name:  	 	Karla Lewis 	 
	 	Title:  	 	Executive Vice President and Chief Financial Officer 	 



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	 	BANK OF AMERICA, N.A.,

as Administrative Agent

 	 
	 	By:  	/s/ Ken Puro
 	 
	 	Name:  	 	Ken Puro 	 
	 	Title:  	 	Vice President 	 



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	 	BANK OF AMERICA, N.A.,

as Issuing Lender, Swing Line Lender and a Lender

 	 
	 	By:  	/s/ Matthew Koenig
 	 
	 	Name:  	 	Matthew Koenig 	 
	 	Title:  	 	Senior Vice President 	 
	 



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WACHOVIA BANK, N.A.,

as Syndication Agent and a Lender

 	 
	 	By:  	/s/ Barbara VanMeerten
 	 
	 	Name:  	 	Barbara VanMeerten 	 
	 	Title:  	 	Director 	 



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	 	CITICORP NORTH AMERICA, INC.,

as Co-Documentation Agent and a Lender

 	 
	 	By:  	/s/ Peter Olnowich
 	 
	 	Name:  	 	Peter Olnowich 	 
	 	Title:  	 	Vice President 	 



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	 	JPMORGAN CHASE BANK, N.A.

as Co-Documentation Agent and a Lender

 	 
	 	By:  	/s/ Clara Sohan
 	 
	 	Name:  	 	Clara Sohan 	 
	 	Title:  	 	Vice President 	 
	 




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	 	WELLS FARGO BANK, N.A., 
as
a Lender

 	 
	 	By:  	/s/ David W. Shaw
 	 
	 	Name:  	 	David W. Shaw 	 
	 	Title:  	 	Vice President 	 
	 




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	 	KEYBANK NATIONAL ASSOCIATION,

as a Lender

 	 
	 	By:  	/s/ Suzannah Harris
 	 
	 	Name:  	 	Suzannah Harris 	 
	 	Title:  	 	Vice President 	 
	 








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	 	UNION BANK OF CALIFORNIA, N.A., 
as a
Lender

 	 
	 	By:  	/s/ Peter Thompson
 	 
	 	Name:  	 	Peter Thompson 	 
	 	Title:  	 	Vice President 	 
	 




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	 	U.S. BANK NATIONAL ASSOCIATION,

as a Lender

 	 
	 	By:  	/s/ Richard J. Ameny, Jr.
 	 
	 	Name:  	 	Richard J. Ameny, Jr. 	 
	 	Title:  	 	Vice President 	 
	 








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	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH,

as a Lender

 	 
	 	By:  	/s/ Ian Nalitt
 	 
	 	Name:  	 	Ian Nalitt 	 
	 	Title:  	 	Director 	 
	 
	 	 	 
	 	By:  	                      /s/ Morenikeji Ajayi
 	 
	 	Name:  	 	Morenikeji Ajayi 	 
	 	Title:  	 	Associate 	 



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	 	UBS LOAN FINANCE LLC,

as a Lender

 	 
	 	By:  	/s/ Richard L. Tavrow
 	 
	 	Name:  	 	Richard L. Tavrow 	 
	 	Title:  	 	Director 	 
	 
	 	 	 
	 	By:  	                       /s/ Irja R. Otsa
 	 
	 	Name:  	 	Irja R. Otsa 	 
	 	Title:  	 	AssociateDirector 	 
	 




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	 	FIFTH THIRD BANK, 

as a Lender

 	 
	 	By:  	/s/ Gary S. Losey
 	 
	 	Name:  	 	Gary S. Losey 	 
	 	Title:  	 	Vice President 	 
	 








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	 	BNP PARIBAS,

as a Lender

 	 
	 	By:  	/s/ Katherine Wolfe
 	 
	 	Name:  	 	Katherine Wolfe 	 
	 	Title:  	 	Managing Director 	 
	 
	 	 	 
	 	By:  	                     /s/ Sandy Bertram
 	 
	 	Name:  	 	Sandy Bertram 	 
	 	Title:  	 	Vice President 	 
	 








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	 	MIZUHO CORPORATE BANK, LTD., 
as a
Lender

 	 
	 	By:  	/s/ Toru Inoue
 	 
	 	Name:  	 	Toru Inoue 	 
	 	Title:  	 	Deputy General Manager 	 
	 




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	 	THE NORTHERN TRUST COMPANY,

as a Lender

 	 
	 	By:  	/s/ John Burda
 	 
	 	Name:  	 	John Burda 	 
	 	Title:  	 	Senior Vice President 	 
	 




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CONSENT AND AGREEMENT OF GUARANTORS





     THIS CONSENT AND AGREEMENT OF GUARANTORS (“Consent”) is executed and delivered as of First
Amendment Effective Date by the undersigned (the “Guarantors”), in favor of the Lenders and
Administrative Agent under the Amended Agreement (as defined in the foregoing Amendment). Unless
otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in
the Amended Agreement.



WITNESSETH:




     WHEREAS, the Guarantors have executed and delivered the Master Subsidiary Guaranty under the
Amended Agreement; and



     WHEREAS, it is a condition to the foregoing Amendment that the Guarantors shall have executed
this Consent;



     NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Guarantors hereby consent to the Amendment and agree that the Guaranty
continues in full force and effect.



     IN WITNESS WHEREOF, each Guarantor has executed this Guaranty by its duly authorized officer
as of the date first written above.



	 	 	 	 	 
	 	GUARANTORS:



ALLEGHENY STEEL DISTRIBUTORS, INC.

ALUMINUM AND STAINLESS, INC.

CCC STEEL, INC.

CHAPEL STEEL CORP.

CHATHAM STEEL CORPORATION

CLAYTON METALS, INC.

CREST STEEL CORPORATION

DURRETT SHEPPARD STEEL CO., INC.

ENCORE METALS (U.S.A.), INC.

PACIFIC METAL COMPANY

PDM STEEL SERVICE CENTERS, INC.

PHOENIX CORPORATION

TOMA METALS, INC.

VIKING MATERIALS, INC.

YARDE METALS, INC.

 	 
	 	By:  	 	 
	 	Name:  	 	Karla Lewis 	 
	 	Title:  	 	Vice President and Secretary of each of the
foregoing 	 
	 



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	 	EARLE M. JORGENSEN COMPANY

PRECISION STRIP, INC.

PRECISION STRIP TRANSPORT, INC.

SISKIN STEEL & SUPPLY COMPANY, INC.

 	 
	 	By:  	 	 
	 	Name:  	 	Karla Lewis 	 
	 	Title:  	 	Vice President and Assistant Secretary of each
of the foregoing 	 
	 



	 	 	 	 	 
	 	LUSK METALS

SERVICE STEEL AEROSPACE CORP.

 	 
	 	By:  	 	 
	 	Name:  	 	Karla Lewis 	 
	 	Title:  	 	Chief Financial Officer and Secretary of each
of the foregoing 	 
	 
	 	AMERICAN METALS CORPORATION

 	 
	 	By:  	 	 
	 	Name:  	 	Karla Lewis 	 
	 	Title:  	 	Vice President, Chief Financial Officer and
Assistant Secretary of the foregoing 	 
	 
	 	AMERICAN STEEL, L.L.C.

 	 
	 	By:  	 	 
	 	Name:  	 	Karla Lewis 	 
	 	Title:  	 	Chief Financial Officer, Treasurer and
Assistant Secretary of the foregoing 	 
	 
	 	AMI METALS, INC.

 	 
	 	By:  	 	 
	 	Name:  	 	Karla Lewis 	 
	 	Title:  	 	Vice President, Chief Financial Officer and
Secretary of the foregoing 	 



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	 	LIEBOVICH BROS., INC.

LBT, INC.

 	 
	 	By:  	 	 
	 	Name:  	 	Karla Lewis 	 
	 	Title:  	 	Vice President, Assistant Treasurer and
Assistant Secretary of the foregoing 	 
	 




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