Exhibit
4.7


EXECUTION
COPY


STEEL DYNAMICS, INC.,


as Issuer


and


SDI INVESTMENT
COMPANY,


STEEL DYNAMICS
SALES NORTH AMERICA, INC.,


NEW MILLENNIUM
BUILDING SYSTEMS, LLC,


STEEL HOLDINGS,
INC.,


STEEL DYNAMICS
FERROUS RESOURCES, LLC,


ROANOKE ELECTRIC
STEEL CORPORATION,


NEW MILLENNIUM
BUILDING SYSTEMS, INC.,


SOCAR OF OHIO,
INC.,


RESCO STEEL
PRODUCTS CORPORATION,


ROANOKE TECHNICAL
TREATMENT & SERVICES, INC.,


SHREDDED PRODUCTS,
LLC,


SHREDDED PRODUCTS
II, LLC,


JOHN W. HANCOCK,
JR., LLC,


STEEL OF WEST
VIRGINIA, INC.,


STEEL VENTURES,
INC.,


SWVA, INC., and


MARSHALL STEEL
INC.,


as


Initial Subsidiary Guarantors


and


THE BANK OF NEW YORK TRUST
COMPANY, N.A.,


as Trustee






Indenture


Dated as of April 3, 2007






63⁄4% Senior Notes due 2015













CROSS-REFERENCE TABLE


	
  TIA Sections

  	
   

  	
  Indenture Sections

  	
   

  
	
  § 310

  	
  (a)(1)

  	
  7.10

  	
   

  
	
   

  	
  (a)(2)

  	
  7.10

  	
   

  
	
   

  	
  (b)

  	
  7.03; 7.08

  	
   

  
	
  § 311

  	
  (a)

  	
  7.03

  	
   

  
	
   

  	
  (b)

  	
  7.03

  	
   

  
	
  § 312

  	
  (a)

  	
  2.04

  	
   

  
	
   

  	
  (b)

  	
  11.02

  	
   

  
	
   

  	
  (c)

  	
  11.02

  	
   

  
	
  § 313

  	
  (a)

  	
  7.06

  	
   

  
	
   

  	
  (b)(2)

  	
  7.07

  	
   

  
	
   

  	
  (c)

  	
  7.05; 7.06; 11.02

  	
   

  
	
   

  	
  (d)

  	
  7.06

  	
   

  
	
  § 314

  	
  (a)

  	
  4.11; 11.02

  	
   

  
	
   

  	
  (a)(4)

  	
  4.10; 11.02

  	
   

  
	
   

  	
  (c)(1)

  	
  11.03

  	
   

  
	
   

  	
  (c)(2)

  	
  11.03

  	
   

  
	
   

  	
  (e)

  	
  4.10; 11.04

  	
   

  
	
  § 315

  	
  (a)

  	
  7.02

  	
   

  
	
   

  	
  (b)

  	
  7.05; 11.02

  	
   

  
	
   

  	
  (c)

  	
  7.01

  	
   

  
	
   

  	
  (d)

  	
  7.02

  	
   

  
	
   

  	
  (e)

  	
  6.11

  	
   

  
	
  § 316

  	
  (a)(1)(A)

  	
  6.05

  	
   

  
	
   

  	
  (a)(1)(B)

  	
  6.04

  	
   

  
	
   

  	
  (b)

  	
  6.07

  	
   

  
	
   

  	
  (c)

  	
  9.03

  	
   

  
	
  § 317

  	
  (a)(1)

  	
  6.08

  	
   

  
	
   

  	
  (a)(2)

  	
  6.09

  	
   

  
	
   

  	
  (b)

  	
  2.05

  	
   

  
	
  § 318

  	
  (a)

  	
  11.01

  	
   

  
	
   

  	
  (c)

  	
  11.01

  	
   

  
						



 


















 


TABLE OF CONTENTS


 


	
  

  	
   

  	
  Page

  
	
  ARTICLE ONE

  	
   

  	
   

  
	
  DEFINITIONS
  AND INCORPORATION BY REFERENCE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1.01.

  	
   

  	
  Definitions.

  	
   

  	
  1

  
	
  SECTION 1.02.

  	
   

  	
  Incorporation by
  Reference of Trust Indenture Act

  	
   

  	
  11

  
	
  SECTION 1.03.

  	
   

  	
  Rules of Construction

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE TWO

  	
   

  	
   

  
	
  THE NOTES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2.01.

  	
   

  	
  Form and Dating

  	
   

  	
  12

  
	
  SECTION 2.02.

  	
   

  	
  Restrictive Legends

  	
   

  	
  13

  
	
  SECTION 2.03.

  	
   

  	
  Execution,
  Authentication and Denominations

  	
   

  	
  15

  
	
  SECTION 2.04.

  	
   

  	
  Registrar and Paying
  Agent

  	
   

  	
  15

  
	
  SECTION 2.05.

  	
   

  	
  Paying Agent to Hold
  Money in Trust

  	
   

  	
  16

  
	
  SECTION 2.06.

  	
   

  	
  Transfer and Exchange

  	
   

  	
  17

  
	
  SECTION 2.07.

  	
   

  	
  Book-Entry Provisions
  for Global Notes

  	
   

  	
  17

  
	
  SECTION 2.08.

  	
   

  	
  Special Transfer
  Provisions

  	
   

  	
  19

  
	
  SECTION 2.09.

  	
   

  	
  Replacement Notes

  	
   

  	
  21

  
	
  SECTION 2.10.

  	
   

  	
  Outstanding Notes

  	
   

  	
  22

  
	
  SECTION 2.11.

  	
   

  	
  Temporary Notes

  	
   

  	
  22

  
	
  SECTION 2.12.

  	
   

  	
  Cancellation

  	
   

  	
  23

  
	
  SECTION 2.13.

  	
   

  	
  CUSIP Numbers

  	
   

  	
  23

  
	
  SECTION 2.14.

  	
   

  	
  Defaulted Interest

  	
   

  	
  23

  
	
  SECTION 2.15.

  	
   

  	
  Issuance of Additional
  Notes

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE THREE

  	
   

  	
   

  
	
  REDEMPTION

  	
   

  	
   

  



 



 i
 









 


	
  SECTION 3.01.

  	
   

  	
  Right of Redemption

  	
   

  	
  23

  
	
  SECTION 3.02.

  	
   

  	
  Notices to Trustee

  	
   

  	
  24

  
	
  SECTION 3.03.

  	
   

  	
  Selection of Notes to
  Be Redeemed

  	
   

  	
  24

  
	
  SECTION 3.04.

  	
   

  	
  Notice of Redemption

  	
   

  	
  25

  
	
  SECTION 3.05.

  	
   

  	
  Effect of Notice of
  Redemption

  	
   

  	
  25

  
	
  SECTION 3.06.

  	
   

  	
  Deposit of Redemption
  Price

  	
   

  	
  26

  
	
  SECTION 3.07.

  	
   

  	
  Payment of Notes Called
  for Redemption

  	
   

  	
  26

  
	
  SECTION 3.08.

  	
   

  	
  Notes Redeemed in Part

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE FOUR

  	
   

  	
   

  
	
  COVENANTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 4.01.

  	
   

  	
  Payment of Notes

  	
   

  	
  27

  
	
  SECTION 4.02.

  	
   

  	
  Maintenance of Office
  or Agency

  	
   

  	
  27

  
	
  SECTION 4.03.

  	
   

  	
  Limitation on Liens

  	
   

  	
  27

  
	
  SECTION 4.04.

  	
   

  	
  Limitation on
  Sale-Leaseback Transactions

  	
   

  	
  29

  
	
  SECTION 4.05.

  	
   

  	
  Repurchase of Notes
  upon a Change of Control

  	
   

  	
  30

  
	
  SECTION 4.06.

  	
   

  	
  Existence

  	
   

  	
  30

  
	
  SECTION 4.07.

  	
   

  	
  Payment of Taxes and
  Other Claims

  	
   

  	
  30

  
	
  SECTION 4.08.

  	
   

  	
  Maintenance of
  Properties and Insurance

  	
   

  	
  30

  
	
  SECTION 4.09.

  	
   

  	
  Notice of Defaults

  	
   

  	
  31

  
	
  SECTION 4.10.

  	
   

  	
  Compliance Certificates

  	
   

  	
  31

  
	
  SECTION 4.11.

  	
   

  	
  Commission Reports and
  Reports to Holders.

  	
   

  	
  31

  
	
  SECTION 4.12.

  	
   

  	
  Waiver of Stay, Extension
  or Usury Laws

  	
   

  	
  31

  
	
  SECTION 4.13.

  	
   

  	
  Issuance of Subsidiary
  Guarantees

  	
   

  	
  32

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE FIVE

  	
   

  	
   

  
	
  SUCCESSOR
  CORPORATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 5.01.

  	
   

  	
  When Company or
  Guarantors May Merge, Etc.

  	
   

  	
  32

  



 



 ii
 









 


	
  SECTION 5.02.

  	
   

  	
  Successor Substituted

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE SIX

  	
   

  	
   

  
	
  DEFAULT AND
  REMEDIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 6.01.

  	
   

  	
  Events of Default

  	
   

  	
  33

  
	
  SECTION 6.02.

  	
   

  	
  Acceleration

  	
   

  	
  35

  
	
  SECTION 6.03.

  	
   

  	
  Other Remedies

  	
   

  	
  35

  
	
  SECTION 6.04.

  	
   

  	
  Waiver of Past Defaults

  	
   

  	
  35

  
	
  SECTION 6.05.

  	
   

  	
  Control by Majority

  	
   

  	
  36

  
	
  SECTION 6.06.

  	
   

  	
  Limitation on Suits

  	
   

  	
  36

  
	
  SECTION 6.07.

  	
   

  	
  Rights of Holders to
  Receive Payment

  	
   

  	
  36

  
	
  SECTION 6.08.

  	
   

  	
  Collection Suit by
  Trustee

  	
   

  	
  37

  
	
  SECTION 6.09.

  	
   

  	
  Trustee May File Proofs
  of Claim

  	
   

  	
  37

  
	
  SECTION 6.10.

  	
   

  	
  Priorities

  	
   

  	
  37

  
	
  SECTION 6.11.

  	
   

  	
  Undertaking for Costs

  	
   

  	
  38

  
	
  SECTION 6.12.

  	
   

  	
  Restoration of Rights
  and Remedies

  	
   

  	
  38

  
	
  SECTION 6.13.

  	
   

  	
  Rights and Remedies
  Cumulative

  	
   

  	
  38

  
	
  SECTION 6.14.

  	
   

  	
  Delay or Omission Not
  Waiver

  	
   

  	
  38

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE SEVEN

  	
   

  	
   

  
	
  TRUSTEE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 7.01.

  	
   

  	
  General

  	
   

  	
  38

  
	
  SECTION 7.02.

  	
   

  	
  Certain Rights of Trustee

  	
   

  	
  39

  
	
  SECTION 7.03.

  	
   

  	
  Individual Rights of
  Trustee

  	
   

  	
  40

  
	
  SECTION 7.04.

  	
   

  	
  Trustee’s Disclaimer

  	
   

  	
  40

  
	
  SECTION 7.05.

  	
   

  	
  Notice of Default

  	
   

  	
  40

  
	
  SECTION 7.06.

  	
   

  	
  Reports by Trustee to
  Holders

  	
   

  	
  40

  
	
  SECTION 7.07.

  	
   

  	
  Compensation and
  Indemnity

  	
   

  	
  40

  



 



 iii
 









 


	
  SECTION 7.08.

  	
   

  	
  Replacement of Trustee

  	
   

  	
  41

  
	
  SECTION 7.09.

  	
   

  	
  Successor Trustee by
  Merger, Etc.

  	
   

  	
  42

  
	
  SECTION 7.10.

  	
   

  	
  Eligibility

  	
   

  	
  42

  
	
  SECTION 7.11.

  	
   

  	
  Money Held in Trust

  	
   

  	
  43

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE EIGHT

  	
   

  	
   

  
	
  DISCHARGE OF
  INDENTURE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 8.01.

  	
   

  	
  Termination of Company’s Obligations

  	
   

  	
  43

  
	
  SECTION 8.02.

  	
   

  	
  Defeasance and
  Discharge of Indenture

  	
   

  	
  44

  
	
  SECTION 8.03.

  	
   

  	
  Defeasance of Certain
  Obligations

  	
   

  	
  46

  
	
  SECTION 8.04.

  	
   

  	
  Application of Trust
  Money

  	
   

  	
  47

  
	
  SECTION 8.05.

  	
   

  	
  Repayment to Company

  	
   

  	
  47

  
	
  SECTION 8.06.

  	
   

  	
  Reinstatement

  	
   

  	
  48

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE NINE

  	
   

  	
   

  
	
  AMENDMENTS,
  SUPPLEMENTS AND WAIVERS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 9.01.

  	
   

  	
  Without Consent of
  Holders

  	
   

  	
  48

  
	
  SECTION 9.02.

  	
   

  	
  With Consent of Holders

  	
   

  	
  48

  
	
  SECTION 9.03.

  	
   

  	
  Revocation and Effect
  of Consent

  	
   

  	
  50

  
	
  SECTION 9.04.

  	
   

  	
  Notation on or Exchange
  of Notes

  	
   

  	
  50

  
	
  SECTION 9.05.

  	
   

  	
  Trustee to Sign
  Amendments, Etc.

  	
   

  	
  50

  
	
  SECTION 9.06.

  	
   

  	
  Conformity with Trust
  Indenture Act

  	
   

  	
  51

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE TEN

  	
   

  	
   

  
	
  GUARANTEE OF
  NOTES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 10.01.

  	
   

  	
  Note Guarantee

  	
   

  	
  51

  
	
  SECTION 10.02.

  	
   

  	
  Obligations
  Unconditional

  	
   

  	
  53

  
	
  SECTION 10.03.

  	
   

  	
  Release of Note
  Guarantees

  	
   

  	
  53

  
	
  SECTION 10.04.

  	
   

  	
  Notice to Trustee

  	
   

  	
  54

  



 



 iv
 









 


	
  SECTION 10.05.

  	
   

  	
  This Article Not to
  Prevent Events of Default

  	
   

  	
  54

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE ELEVEN

  	
   

  	
   

  
	
  MISCELLANEOUS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 11.01.

  	
   

  	
  Trust Indenture Act of
  1939

  	
   

  	
  54

  
	
  SECTION 11.02.

  	
   

  	
  Notices

  	
   

  	
  54

  
	
  SECTION 11.03.

  	
   

  	
  Certificate and Opinion
  as to Conditions Precedent

  	
   

  	
  55

  
	
  SECTION 11.04.

  	
   

  	
  Statements Required in
  Certificate or Opinion

  	
   

  	
  56

  
	
  SECTION 11.05.

  	
   

  	
  Rules by Trustee,
  Paying Agent or Registrar

  	
   

  	
  56

  
	
  SECTION 11.06.

  	
   

  	
  Payment Date Other Than
  a Business Day

  	
   

  	
  56

  
	
  SECTION 11.07.

  	
   

  	
  Governing Law

  	
   

  	
  56

  
	
  SECTION 11.08.

  	
   

  	
  No Adverse
  Interpretation of Other Agreements

  	
   

  	
  56

  
	
  SECTION 11.09.

  	
   

  	
  No Recourse Against
  Others

  	
   

  	
  56

  
	
  SECTION 11.10.

  	
   

  	
  Successors

  	
   

  	
  57

  
	
  SECTION 11.11.

  	
   

  	
  Duplicate Originals

  	
   

  	
  57

  
	
  SECTION 11.12.

  	
   

  	
  Separability

  	
   

  	
  57

  
	
  SECTION 11.13.

  	
   

  	
  Table of Contents,
  Headings, Etc.

  	
   

  	
  57

  



 


	
  EXHIBIT A

  	
   

  	
  Form of Note

  	
   

  	
  A-1

  
	
  EXHIBIT B

  	
   

  	
  Form of Certificate

  	
   

  	
  B-1

  
	
  EXHIBIT C

  	
   

  	
  Form of Certificate to Be Delivered in Connection
  with Transfers

  	
   

  	
   

  
	
   

  	
   

  	
  Pursuant to Non-QIB Accredited Investors

  	
   

  	
  C-1

  
	
  EXHIBIT D

  	
   

  	
  Form of Certificate to Be Delivered in Connection
  with

  	
   

  	
   

  
	
   

  	
   

  	
  Transfers Pursuant to Regulation S

  	
   

  	
  D-1

  



 



 v















INDENTURE, dated as of April 3, 2007 between STEEL DYNAMICS, INC., an
Indiana corporation (the “Company”), the Initial Subsidiary Guarantors
(as defined herein), and The Bank of New York Trust Company, N.A., as trustee
(the “Trustee”).


RECITALS


The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance initially of up to $500,000,000 aggregate
principal amount of the Company’s 63⁄4% Senior Notes due 2015 (the “Notes”)
issuable as provided in this Indenture. 
All things necessary to make this Indenture a valid agreement of the
Company and the Initial  Subsidiary
Guarantors, in accordance with its terms, have been done, and the Company has
done all things necessary to make the Notes, when executed by the Company and authenticated
and delivered by the Trustee hereunder and duly issued by the Company, valid
obligations of the Company as hereinafter provided.


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


AND THIS INDENTURE
FURTHER WITNESSETH


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


ARTICLE ONE

DEFINITIONS AND INCORPORATION BY REFERENCE


SECTION 1.01.              Definitions.


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


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


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


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













items
which do not constitute payments for property rights) during the remaining
portion of the initial term of the lease included in such Sale and Leaseback
Transaction.


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


“Board Resolution” means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.


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


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


“Change of Control” means such time as:


(i)            the direct or indirect sale,
transfer, conveyance or other disposition (other than by way of merger or
consolidation), in one or a series of related transactions, of all or
substantially all of the properties or assets of the Company and its
Subsidiaries, taken as a whole, to any “person” (as that term is used in
Section 13(d) of the Exchange Act);


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


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


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


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



 2
 









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


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


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


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


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


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


“Corporate Trust Office” means the designated
office of the Trustee at which the corporate trust business of the Trustee
shall, at any particular time, be administered, which office is, at the date of
this Indenture, located at 2 N. LaSalle Street, Suite 1020, Chicago, IL 60602;
Attention:  Chicago Corporate Trust
Administration.


“Credit Agreement” means the Credit Agreement,
dated September 7, 2005, among the Company, as Borrower, certain designated “Initial
Lenders,” National City Bank as Collateral and Administrative Agent, Morgan
Stanley Senior Funding, Inc., as Syndication Agent, Bank of America, N.A.,
General Electric Capital Corporation and Harris N.A., as Documentation Agents,
and Morgan Stanley Senior Funding, Inc. and Banc of America Securities LLC, as
Joint Lead Arrangers, and the lenders from time to time party thereto, together
with any agreements, instruments, security agreements, guaranties and other
documents executed or delivered pursuant to or in connection with such credit
agreement, as such credit



 3
 









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


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


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


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


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


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


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


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


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


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


“GAAP” means generally accepted accounting
principles in the United States set forth in the opinions and pronouncements of
the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as approved by
a significant segment of the accounting profession which are in effect on the
Closing Date.



 4
 









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


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


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


“Indebtedness”
means indebtedness for borrowed money.


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


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


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


“Interest Payment Date” means each semiannual interest payment
date on April 1 and October 1 of each year, commencing October 1, 2007.


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



 5
 









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


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


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


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


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


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


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


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


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


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


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



 6
 









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


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


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


On the Payment Date, the Company shall (a) accept
for payment on a pro rata basis Notes or portions thereof tendered pursuant to
an Offer to Purchase; (b) deposit with the Paying Agent money sufficient
to pay the purchase price of all Notes or portions thereof so accepted; and
(c) deliver, or cause to be delivered, to the Trustee all Notes or
portions thereof so accepted together with an Officers’ Certificate specifying
the Notes or portions thereof accepted for payment by the Company.  The Paying Agent shall promptly mail to the
Holders of Notes so accepted payment in an amount equal to the purchase price,
and the Trustee shall promptly authenticate and mail to such Holders a new Note
equal in principal amount to any unpurchased portion of the Note surrendered; provided that each Note purchased and each
new Note issued shall be in a principal amount of $2,000 or integral multiples
of $1,000 in excess therof.  The Company
will publicly announce the results of an Offer to Purchase as soon as
practicable after the Payment Date.  The
Trustee shall act as the Paying Agent for an Offer to Purchase.  The Company will comply with Rule 14e-1 under
the Exchange Act and any other securities laws and regulations thereunder to
the extent such laws and regulations are applicable, in the event that the
Company is required to repurchase Notes pursuant to an Offer to Purchase.


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


“Officers’ Certificate” means a certificate signed by one
Officer listed in clause (i) of the definition thereof and one Officer listed
in clause (ii) of the definition thereof or two officers listed in clause (i)
of the definition thereof.  Each Officers’
Certificate (other than certificates provided pursuant to TIA
Section 314(a)(4)) shall include the statements provided for in TIA
Section 314(e).


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


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



 7
 









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


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


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


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


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


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


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


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


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


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


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


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


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



 8
 









“Registrar” has the meaning provided in Section 2.04.


“Registration Rights Agreement” means the registration rights
agreement among the Company, the Initial Subsidiary Guarantors, Banc of America
Securities LLC, Goldman, Sachs & Co., and Morgan Stanley & Co.
Incorporated, dated April 3, 2007.


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


“Regular Record Date” for the interest payable on any Interest
Payment Date means the March 15 or September 15 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date.


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


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


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


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


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


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


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


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


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


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



 9
 









to 10% in the definition of “significant subsidiary”
in Article 1 of Regulation S-X of the Securities Act shall be deemed to be
7.5%.


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


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


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


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


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


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


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


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



 10
 









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


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


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


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


“indenture
securities” means the Notes;


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


“indenture to
be qualified” means this Indenture;


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


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


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


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


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


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



 11
 









(iii)          “or” is not
exclusive;


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


(v)           provisions apply to
successive events and transactions;


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


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


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


ARTICLE TWO

THE NOTES


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


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


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


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



 12
 









be increased or decreased by adjustments made on the
records of the Trustee, as custodian for the Depositary or its nominee, in
accordance with the instructions given by the Holder thereof, as hereinafter
provided.


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


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


The definitive Notes shall be typed, printed, lithographed
or engraved or produced by any combination of these methods or may be produced
in any other manner permitted by the rules of any securities exchange on which
the Notes may be listed, all as determined by the Officers executing such
Notes, as evidenced by their execution of such Notes.


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


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS
EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. 
BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED
INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR
(B) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN
RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT) (AN “INSTITUTIONAL ACCREDITED INVESTOR”) OR (C) IT IS NOT A U.S. PERSON AND
IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION
S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT, WITHIN THE TIME
PERIOD REFERRED TO UNDER RULE 144(k) UNDER THE SECURITIES ACT AS IN EFFECT ON
THE DATE OF THE TRANSFER OF THIS NOTE, RESELL OR OTHERWISE TRANSFER THIS NOTE
EXCEPT (A) TO STEEL DYNAMICS, INC. OR ANY OF ITS SUBSIDIARIES, (B) TO A
QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES
ACT, (C) INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR
THAT, 



 13
 









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


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


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



 14
 









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


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


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


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


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


The Trustee may appoint an authenticating agent to
authenticate Notes.  An authenticating
agent may authenticate Notes whenever the Trustee may do so.  Each reference in this Indenture to
authentication by the Trustee includes authentication by such authenticating
agent.  An authenticating agent has the
same rights as an Agent to deal with the Company or any Subsidiary Guarantor or
an Affiliate of the Company or any Subsidiary Guarantor.


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


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



 15
 









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


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


SECTION 2.05.              Paying
Agent to Hold Money in Trust.  Not
later than 11:00 a.m. (New York City time) on each due date of the principal,
premium, if any, and interest on any Notes, the Company shall deposit with the
Paying Agent money in immediately available funds sufficient to pay such
principal, premium, if any, and interest so becoming due.  The Company shall require each Paying Agent
other than the Trustee to agree in writing that such Paying Agent shall hold in
trust for the benefit of the Holders or the Trustee all money held by the
Paying Agent for the payment of principal of, premium, if any, and interest on
the Notes (whether such money has been paid to it by the Company or any other
obligor on the Notes), and such Paying Agent shall promptly notify the Trustee
of any default by the Company (or any other obligor on the Notes) in making any
such payment.  The Company at any time
may require a Paying Agent to pay all money held by it to the Trustee and
account for any funds disbursed, and the Trustee may at any time during the
continuance of any payment default, upon written request to a Paying Agent,
require such Paying Agent to pay all money held by it to the Trustee and to
account for any funds disbursed.  Upon
doing so, the Paying Agent shall have no further liability for the money so
paid over to the Trustee.  If the Company
or any Subsidiary of the Company or any Affiliate of any of them acts as Paying
Agent, it will, on or before each due date of any principal of, premium, if
any, or interest on the Notes, segregate and hold in a separate trust fund for
the benefit of the Holders a sum of money sufficient to pay such principal,
premium, if any, or interest so becoming due until such sum of money shall be
paid to such Holders or otherwise disposed of as provided in this Indenture,
and will promptly notify the Trustee of its action or failure to act.



 16















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


The Registrar shall not be required (i) to issue,
register the transfer of or exchange any Note during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of
redemption of Notes selected for redemption under Section 3.03 and ending at
the close of business on the day of such mailing, or (ii) to register the
transfer of or exchange any Note so selected for redemption in whole or in
part, except the unredeemed portion of any Note being redeemed in part.


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


(a)           Members of, or participants in, the
Depositary (“Agent Members”) shall have no rights under this Indenture
with respect to any Global Note held on their behalf by the Depositary, or the
Trustee as its custodian, or under such Global Note, and the Depositary may be
treated by the Company, the Trustee and any agent of the Company or the Trustee
as the absolute owner of such Global Note for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee or 



 17
 









any agent of the Company
or the Trustee, from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or impair, as between the Depositary
and its Agent Members, the operation of customary practices governing the
exercise of the rights of a holder of any Note.


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


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


(d)           In connection with
any transfer of a portion of the beneficial interests in a Global Note to
beneficial owners pursuant to paragraph (b) of this Section 2.07, the Registrar
shall reflect on its books and records the date and a decrease in the principal
amount of the Global Note in an amount equal to the principal amount of the
beneficial interest in the Global Note to be transferred, and the Company shall
execute, and the Trustee shall authenticate and deliver, one or more U.S.
Physical Notes or Offshore Physical Notes, as the case may be, of like tenor
and amount.


(e)           In connection with
the transfer of the U.S. Global Notes or the Offshore Global Notes, in whole,
to beneficial owners pursuant to paragraph (b) of this Section 2.07, the U.S.
Global Notes or Offshore Global Notes, as the case may be, shall be deemed to be
surrendered to the Trustee for cancellation, and the Company shall execute, and
the Trustee shall authenticate and deliver, to each beneficial owner identified
by the Depositary in exchange for its beneficial interest in the U.S. Global
Notes or Offshore Global Notes, as the case may be, an equal aggregate
principal amount of U.S. Physical Notes or Offshore Physical Notes, as the case
may be, of authorized denominations.


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



 18
 









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


(h)           The registered
holder of a Global Note may grant proxies and otherwise authorize any person,
including Agent Members and persons that may hold interests through Agent
Members, to take any action which a Holder is entitled to take under this
Indenture or the Notes.


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


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


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


(ii)           If the proposed
transferor is an Agent Member holding a beneficial interest in the U.S. Global
Notes, upon receipt by the Registrar of (x) the documents, if any, required by
paragraph (i) above and (y) instructions given in accordance with the
Depositary’s and the Registrar’s procedures, the Registrar shall reflect on its
books and records the date and a decrease in the principal amount of the U.S.
Global Notes in an amount equal to the principal amount of the beneficial
interest in the U.S. Global Notes to be transferred, and the Company shall
execute, and the Trustee shall authenticate and deliver, one or more U.S. Physical
Notes of like tenor and amount.


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


(i)            If the Note to be
transferred consists of (x) either Offshore Physical Notes prior to the removal
of the Private Placement Legend or U.S. Physical Notes, the Registrar shall
register the transfer if such transfer is being made by a proposed transferor
who has checked the box provided for on the form of Note stating, or has
otherwise advised the Company and the Registrar in writing, that the sale has
been made in compliance with the provisions of Rule



 19
 









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


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


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


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


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


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


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


(ii)           (a) If the proposed
transferor is an Agent Member holding a beneficial interest in the U.S. Global
Notes, upon receipt by the Registrar of (x) the documents, if any, required by
paragraph (i) and (y) instructions in accordance with the Depositary’s and the
Registrar’s procedures, the Registrar shall reflect on its books and records
the date and a decrease in the principal amount 
of the U.S.



 20
 









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


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


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


The Registrar shall retain copies of all letters,
notices and other written communications received pursuant to Section 2.07 or
this Section 2.08. The Company, at its sole cost and expense, shall have the
right to inspect and make copies of all such letters, notices or other written
communications at any reasonable time upon the giving of reasonable written
notice to the Registrar.


SECTION 2.09.      Replacement
Notes.  If a mutilated Note is
surrendered to the Trustee or if the Holder claims that the Note has been lost,
destroyed or wrongfully taken, then, in the absence of written notice to the
Company or the Trustee that such Note has been acquired by a protected
purchaser, the Company shall issue and the Trustee shall authenticate a
replacement Note of like tenor and principal amount and bearing a number not
contemporaneously outstanding; provided
that the requirements of this Section 2.09 are met.  If



 21
 









required by the Trustee or the Company, an indemnity bond must be
furnished that is sufficient in the judgment of both the Trustee and the
Company to protect the Company, the Trustee or any Agent from any loss that any
of them may suffer if a Note is replaced. 
The Company may charge such Holder for its expenses and the expenses of
the Trustee in replacing a Note.  In case
any such mutilated, lost, destroyed or wrongfully taken Note has become or is
about to become due and payable, the Company in its discretion may pay such
Note instead of issuing a new Note in replacement thereof.


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


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


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


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


A Note does not cease to be outstanding because the Company or one of
its Affiliates holds such Note, provided,
however, that in determining whether the Holders of the requisite
principal amount of the outstanding Notes have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Notes owned by
the Company or any other obligor upon the Notes or any Affiliate of the Company
or of such other obligor shall be disregarded and deemed not to be outstanding,
except that, in determining whether the Trustee shall be protected in relying upon
any such request, demand, authorization, direction, notice, consent or waiver,
only Notes which the Trustee has actual knowledge to be so owned shall be so
disregarded.  Notes so owned which have
been pledged in good faith may be regarded as outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee’s right so to act
with respect to such Notes and that the pledgee is not the Company or any other
obligor upon the Notes or any Affiliate of the Company or of such other
obligor.


SECTION 2.11.      Temporary
Notes.  Until definitive Notes are
ready for delivery, the Company may prepare and execute and the Trustee shall
authenticate temporary Notes.  Temporary
Notes shall be substantially in the form of definitive Notes but may have
insertions, substitutions, omissions and other variations determined to be
appropriate by the Officers executing the temporary Notes, as evidenced by
their execution of such temporary Notes. 
If temporary Notes are issued, the Company will cause definitive Notes to
be prepared without unreasonable delay. 
After the preparation of definitive Notes, the temporary Notes shall be
exchangeable for definitive Notes upon surrender of the temporary Notes at the
office or agency of the Company designated for such purpose pursuant to Section
4.02, without charge to the Holder.  Upon
surrender for cancellation of any one or more temporary Notes, the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal



 22
 









amount of definitive Notes of authorized denominations.  Until so exchanged, the temporary Notes shall
be entitled to the same benefits under this Indenture as definitive Notes.


SECTION 2.12.      Cancellation.  The Company, at any time, may deliver to the
Trustee for cancellation any Notes previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may
deliver to the Trustee for cancellation any Notes previously authenticated
hereunder which the Company has not issued and sold.  The Registrar and the Paying Agent shall
forward to the Trustee any Notes surrendered to them for transfer, exchange or
payment.  The Trustee shall cancel all
Notes surrendered for transfer, exchange, payment or cancellation and shall
destroy them in accordance with its normal procedure.


SECTION 2.13.      CUSIP
Numbers.  The Company in issuing the
Notes may use “CUSIP,” “CINS” or “ISIN” numbers (if then generally in use), and
the Company and the Trustee shall use CUSIP, CINS or ISIN numbers, as the case
may be, in notices of redemption or exchange as a convenience to Holders; provided that any such notice shall state
that no representation is made as to the correctness of such numbers either as
printed on the Notes or as contained in any notice of redemption or exchange
and that reliance may be placed only on the other identification numbers
printed on the Notes.  The Company shall
promptly notify the Trustee of any change in “CUSIP,” “CINS” or “ISIN” numbers
for the Notes.


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


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


ARTICLE THREE

REDEMPTION


SECTION 3.01.      Right
of Redemption.  (a)  The Notes are redeemable, at the Company’s
option, in whole or in part, at any time or from time to time, on or after
April 1, 2011 and prior to maturity, upon not less than 30 nor more than 60
days’ prior written notice mailed by first-class mail to each Holder’s
last address, as it appears in the Security Register, at the following
Redemption Prices (expressed in percentages of principal amount), plus accrued
and unpaid interest to the Redemption Date (subject to the right of Holders of
record on the relevant Regular Record Date that is prior to the Redemption Date
to receive interest due on an Interest



 23
 









Payment Date), if redeemed during the 12-month period commencing
on April 1 of the years set forth below:




	
  

  	
   

  	
  Redemption

  	
   

  
	
  Year

  	
   

  	
  Price

  	
   

  
	
  2011

  	
   

  	
  103.375%

  	
   

  
	
  2012

  	
   

  	
  101.688%

  	
   

  
	
  2013 and thereafter

  	
   

  	
  100.000%

  	
   

  






(b)           In addition, at any time prior to
April 1, 2010, the Company may redeem up to 35% of the aggregate principal
amount of the Notes with the Net Cash Proceeds of one or more sales of common
stock of the Company at any time as a whole or from time to time in part, at a
Redemption Price (expressed as a percentage of principal amount) of 106.750%,
plus accrued and unpaid interest to the Redemption Date (subject to the rights
of Holders of record on the relevant Regular Record Date that is prior to the
Redemption Date to receive interest due on an Interest Payment Date); provided that (i) at least 65% of the
aggregate principal amount of Notes originally issued on the Closing Date
remains outstanding after each such redemption and (ii) notice of any such
redemption is mailed within 60 days after each such sale of common stock.


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


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


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


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



 24
 









SECTION 3.04.      Notice
of Redemption.  With respect to any
redemption of Notes pursuant to Section 3.01, at least 30 days but not more
than 60 days before a Redemption Date, the Company shall mail a notice of
redemption by first-class mail to each Holder whose Notes are to be
redeemed.


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


(i)            the Redemption
Date;


(ii)           the Redemption
Price;


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


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


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


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


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


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


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



 25
 









Notice of redemption shall be deemed to be given when
mailed, whether or not the Holder receives the notice.  In any event, failure to give such notice, or
any defect therein, shall not affect the validity of the proceedings for the
redemption of Notes held by Holders to whom such notice was properly given.


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


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


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



 26
 









ARTICLE FOUR

COVENANTS


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


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


SECTION 4.02.      Maintenance
of Office or Agency.  The Company
shall maintain in the Borough of Manhattan, The City of New York, an office or
agency where Notes may be surrendered for registration of transfer or exchange
or for presentation for payment and where notices and demands to or upon the
Company in respect of the Notes and this Indenture may be served.  The Company will give prompt written notice
to the Trustee of the location, and any change in the location, of such office
or agency.  If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the address of the Trustee set
forth in Section 11.02.


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


The Company hereby initially designates The Bank of New York, 101
Barclay Street, 8W, New York, New York 10286, located in the Borough of
Manhattan, The City of New York, as such office of the Company in accordance
with Section 2.04.


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


 



 27















 


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


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


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


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


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


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


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


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


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



 28
 









premium or fee
payable in connection with any such extension, renewal, replacement or
refunding, so secured at the time of such extension, renewal, replacement or
refunding.


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


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


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


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


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


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


(v)           the Attributable Debt of the Company
and its Significant Subsidiary in respect of such Sale and Leaseback
Transaction and all other Sale and Leaseback Transactions entered into after
the Closing Date (other than any such Sale and Leaseback Transaction as would
be permitted as described in clauses (i) through (iv) of this Section 4.09),
plus the aggregate principal amount of Indebtedness secured by Mortgages then
outstanding (not including any such Indebtedness secured by Mortgages described
in clauses (i) through (viii) of Section 4.03) which do not equally and ratably
secure the 



 29
 









Notes (or secure Notes on
a basis that is prior to other Indebtedness secured thereby), would not exceed
10% of Consolidated Tangible Assets.


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


SECTION 4.06.      Existence.  Subject to Articles Four and Five of this
Indenture, the Company shall do or cause to be done all things necessary to
preserve and keep in full force and effect its existence and the existence of
each of its Restricted Subsidiaries in accordance with the respective organizational
documents of the Company and each Restricted Subsidiary and the rights (whether
pursuant to charter, certificate of formation, article of incorporation,
partnership certificate, agreement, statute or otherwise), licenses and
franchises of the Company and each Restricted Subsidiary; provided that the Company shall not be
required to preserve any such right, license or franchise, or the existence of
any Restricted Subsidiary, if the maintenance or preservation thereof is no
longer desirable in the conduct of the business of the Company and its
Restricted Subsidiaries taken as a whole.


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


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



 30
 









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


SECTION 4.09.      Notice
of Defaults.  In the event that any
Officer becomes aware of any Default or Event of Default, the Company shall
promptly deliver to the Trustee an Officers’ Certificate specifying such
Default or Event of Default.


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


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


SECTION 4.12.      Waiver
of Stay, Extension or Usury Laws. 
The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay or extension law or any usury law
or other law that would prohibit or forgive the Company from paying all or any
portion of the principal of, premium, if any, or interest on the Notes as
contemplated herein, wherever enacted, now or at any time hereafter in force,
or that may affect the covenants or the performance of this Indenture; and (to
the extent that it may lawfully do so) the Company hereby expressly waives all
benefit or advantage of any such law and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the Trustee, 



 31
 









but will suffer and permit the execution of every such power as though
no such law had been enacted.


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


SECTION
4.14       Additional Interest Notice.


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


Article
Five

SUCCESSOR CORPORATION


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


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


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


(iii)          it delivers to the
Trustee an Officers’ Certificate and Opinion of Counsel, in each case stating
that such consolidation, merger or transfer and such supplemental 



 32
 









indenture
complies with this Section 5.01 and that all conditions precedent provided for
herein relating to such transaction have been complied with; and


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


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


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


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


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


Article Six

DEFAULT AND REMEDIES


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


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



 33
 









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


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


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


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


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



 34
 









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


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


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


Any time after such declaration of acceleration, but
before a judgment or decree for the payment of money due has been obtained by
the Trustee, the Holders of at least a majority in principal amount of the
outstanding Notes by written notice to the Company and to the Trustee, may
waive all past defaults and rescind and annul a declaration of acceleration and
its consequences if (a) the Company has paid or deposited with the Trustee a
sum sufficient to pay (i) all sums paid or advanced by the Trustee hereunder
and the reasonable compensation, expenses and disbursements and advances of the
Trustee, its agents and counsel, (ii) all overdue interest on all Notes, (iii)
the principal of and premium, if any, on any Notes that have become due
otherwise than by such declaration or occurrence of acceleration and interest
thereon at the rate prescribed therefor by such Notes, and (iv) to the extent
that payment for such interest is lawful, interest upon overdue interest, if any,
at the rate prescribed therefor by such Notes, (b) all existing Events of
Default, other than the nonpayment of the principal of, premium, if any, and
interest on the Notes that have become due solely by such declaration of
acceleration, have been 



 35
 









cured or waived and (c) the rescission would not
conflict with any judgment or decree of a court of competent jurisdiction.


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


The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding.


SECTION 6.04.      Waiver
of Past Defaults.  Subject to
Sections 6.02, 6.07 and 9.02, the Holders of at least a majority in principal
amount of the outstanding Notes, by notice to the Trustee, may waive an
existing Default or Event of Default and its consequences, except a Default in
the payment of principal of, premium, if any, or interest on any Note as
specified in clause (a) or (b) of Section 6.01 or in respect of a covenant or
provision of this Indenture which cannot be modified or amended without the
consent of the Holder of each outstanding Note affected.  Upon any such waiver, such Default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to
have been cured, for every purpose of this Indenture; but no such waiver shall
extend to any subsequent or other Default or Event of Default or impair any
right consequent thereto.


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


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


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


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


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


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



 36
 









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


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


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


SECTION 6.07.      Rights
of Holders to Receive Payment. 
Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of the principal of, premium, if any, or
interest on, such Note or to bring suit for the enforcement of any such
payment, on or after the due date expressed in the Notes, shall not be impaired
or affected without the consent of such Holder.


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


SECTION 6.09.      Trustee
May File Proofs of Claim.  The
Trustee may file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including
any claim for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel, and any other amounts due the Trustee
under Section 7.07) and the Holders allowed in any judicial proceedings
relative to the Company (or any other obligor of the Notes), its creditors or
its property and shall be entitled and empowered to collect and receive any
monies, securities or other property payable or deliverable upon conversion or
exchange of the Notes or upon any such claims and to distribute the same, and
any custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 7.07.  Nothing herein contained shall be deemed to
empower the Trustee to authorize or consent to, or accept or adopt on behalf of
any Holder, any plan of reorganization, arrangement, adjustment or composition
affecting the Notes 



 37
 









or the rights of any Holder thereof, or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.


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


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


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


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


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


SECTION 6.11.      Undertaking
for Costs.   In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as Trustee, a court may
require any party litigant in such suit to file an undertaking to pay the costs
of the suit, and the court may assess reasonable costs, including reasonable
attorneys’ fees, against any party litigant in the suit having due regard to
the merits and good faith of the claims or defenses made by the party
litigant.  This Section 6.11 does
not apply to a suit by the Trustee, a suit by a Holder pursuant to Section
6.07, or a suit by Holders of more than 10% in principal amount of the
outstanding Notes.


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


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


SECTION 6.14.      Delay
or Omission Not Waiver.  No delay or
omission of the Trustee or of any Holder to exercise any right or remedy
accruing upon any Event of Default 



 38
 









shall impair any such right or remedy or constitute a waiver of any
such Event of Default or an acquiescence therein.  Every right and remedy given by this Article
Six or by law to the Trustee or to the Holders may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or by the
Holders, as the case may be.


Article
Seven

TRUSTEE


SECTION 7.01.      General.  The duties and responsibilities of the
Trustee shall be as provided by the TIA and as set forth herein.  Notwithstanding the foregoing, no provision
of this Indenture shall require the Trustee to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not assured to it.  Whether or not herein expressly so provided, every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of
this Article Seven.


Except during the continuance of a Default, the Trustee will not be
liable, except for the performance of such duties as are specifically set forth
in this Indenture.  If an Event of
Default has occurred and is continuing, the Trustee will use the same degree of
care and skill in its exercise of the rights and powers vested in it under this
Indenture as a prudent person would exercise under the circumstances in the
conduct of such person’s own affairs.


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


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


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


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


(iv)          the Trustee shall be
under no obligation to exercise any of the rights or powers vested in it by
this Indenture at the request or direction of any of the Holders, unless such
Holders shall have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities that might be incurred by it in
compliance with such request or direction;



 39
 









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


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


(vii)         the Trustee shall
not be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, financial statement,
report, notice, request, direction, consent, order, bond, debenture, note,
other evidence of indebtedness or other paper or document, but the Trustee, in
its discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled, at the Company’s sole
cost and expense, to examine the books, records and premises of the Company
personally or by agent or attorney at the sole cost of the Company and shall
incur no liability or additional liability of any kind by reason of such
inquiry or investigation;


(viii)        the Trustee shall
not be charged with knowledge of any Default or Event of Default with respect
to the Notes unless either (1) a Responsible Officer shall have actual
knowledge of such Default or Event of Default or (2) written notice of such
Default or Event of Default shall have been given to the Trustee by the
Company, any Subsidiary Guarantor or by any Holder of the Notes;


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


(x)            in no event shall the Trustee be
responsible or liable for special, indirect, or consequential loss or damage of
any kind whatsoever (including, but not limited to, loss of profit)
irrespective of whether the Trustee has been advised of the likelihood of such
loss or damage and regardless of the form of action;


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



 40
 









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


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


SECTION 7.03.      Individual
Rights of Trustee.  The Trustee, in
its individual or any other capacity, may become the owner or pledgee of Notes
and may otherwise deal with the Company or its Affiliates with the same rights
it would have if it were not the Trustee. 
Any Agent may do the same with like rights.  However, the Trustee is subject to TIA
Sections 310(b) and 311.


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


SECTION 7.05.      Notice
of Default.  If any Default or any
Event of Default occurs and is continuing and if such Default or Event of
Default is known to any Responsible Officer of the Trustee, the Trustee shall
mail to each Holder in the manner and to the extent provided in TIA Section
313(c) notice of the Default or Event of Default within 45 days after it
occurs, unless such Default or Event of Default has been cured; provided, however, that, except in the
case of a default in the payment of the principal of, premium, if any, or
interest on any Note, the Trustee shall be protected in withholding such notice
if and so long as the board of directors, the executive committee or a trust
committee of directors and/or a Responsible Officer of the Trustee in good
faith determine that the withholding of such notice is in the interest of the
Holders.


SECTION 7.06.      Reports
by Trustee to Holders.  Within 60
days after each May 15, beginning with May 15, 2007, the Trustee shall mail to
each Holder as provided in TIA Section 313(c) a brief report dated as of such
May 15, if required by TIA Section 313(a).


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


SECTION 7.07.      Compensation
and Indemnity.   The Company shall
pay to the Trustee such compensation as shall be agreed upon in writing, from
time to time, for its services hereunder. 
The compensation of the Trustee shall not be limited by any law on
compensation of a trustee of an express trust. 
The Company shall reimburse the Trustee upon request for all reasonable
disbursements, expenses and advances incurred or made by the Trustee without
negligence or bad faith on its part. 
Such expenses shall include the reasonable compensation and expenses of
the Trustee’s agents and counsel.


 



 41















The Company and each
Subsidiary Guarantor, jointly and severally, shall indemnify each of the
Trustee or any predecessor Trustee and their agents for, and hold them harmless
against, any and all loss, damage, claims, liability or expense, including
taxes (other than taxes based upon, measured by or determined by the income of
the Trustee), arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder, including the costs and
expenses of defending itself against any claim (whether asserted by the
Company, or any Holder or any other Person) or liability in connection with the
exercise or performance of any of its powers or duties hereunder, or in
connection with enforcing the provisions of this Section, except to the extent
that such loss, damage, claim, liability or expense is due to its own
negligence or bad faith.  The Trustee
shall notify the Company promptly of any claim for which it may seek indemnity.  Failure by the Trustee to so notify the
Company shall not relieve the Company of its obligations hereunder, unless the
Company is materially prejudiced thereby. 
The Company shall defend the claim and the Trustee shall cooperate in
the defense provided, however, that the Trustee shall have the
right to defend such claim if, upon the advice of counsel, its interests may be
prejudiced by the conduct of such defense by the Company.  Unless otherwise set forth herein, the
Trustee may have separate counsel and the Company shall pay the reasonable fees
and expenses of such counsel.  The
Company need not pay for any settlement made without its consent, which consent
shall not be unreasonably withheld.


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


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


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


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


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


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



 42
 









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


A successor Trustee shall
deliver a written acceptance of its appointment to the retiring Trustee and to the
Company.  Immediately after the delivery
of such written acceptance, subject to the lien provided in Section 7.07,
(i) the retiring Trustee shall transfer all property held by it as Trustee
to the successor Trustee, (ii) the resignation or removal of the retiring
Trustee shall become effective and (iii) the successor Trustee shall have
all the rights, powers and duties of the Trustee under this Indenture.  A successor Trustee shall mail notice of its
succession to each Holder.  No successor
Trustee shall accept its appointment unless at the time of such acceptance such
successor Trustee shall be qualified and eligible under this Article.


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


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


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


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


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



 43
 









provisions of this Section 7.10, the Trustee shall resign immediately
in the manner and with the effect specified in this Article.


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


Article
Eight

DISCHARGE OF INDENTURE


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


(i)            all Notes previously authenticated
and delivered (other than destroyed, lost or stolen Notes that have been
replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose
payment money or securities have theretofore been held in trust and thereafter
repaid to the Company, as provided in Section 8.05) have been delivered to the
Trustee for cancellation and the Company has paid all sums payable by it hereunder;
or


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


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



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


(A)          With reference to this Section 8.02,
the Company has irrevocably deposited or caused to be irrevocably deposited
with the Trustee (or another trustee satisfying the requirements of Section
7.10) and conveyed all right, title and interest to the Trustee for the benefit
of the Holders, under the terms of an irrevocable trust agreement in form and
substance satisfactory to the Trustee as trust funds in trust specifically
pledged to the Trustee for the benefit of the Holders as security for payment
of the principal of, or premium, if any, on the Notes and dedicated solely to,
the benefit of the Holders, in and to (1) money in an amount, (2) U.S.
Government Obligations that through the payment of interest and principal in
respect thereof in accordance with their terms, will provide, not later than
one day before the due date of any payment referred to in clause (A), money in
an amount or (3) a combination thereof in an amount sufficient, in the opinion
of a nationally recognized firm of independent public accountants expressed in
a written certification thereof delivered to the Trustee, to pay and discharge,
without consideration of the reinvestment of such interest and after payment of
all federal, state and local taxes or other charges and assessments in respect
thereof payable by the Trustee, the principal of, premium if any, and accrued
interest on the outstanding Notes (i) on the Stated Maturity of such principal
and interest; provided that the Trustee shall have been irrevocably instructed
to apply such money or the proceeds of such U.S. Government Obligations to the
payment of such principal, premium, if any, and interest with respect to the
Notes or (ii) on any earlier Redemption Date pursuant to the terms of the
Indenture and the Notes; provided that the Company has provided the Trustee
with irrevocable instructions to redeem all of the outstanding Notes on such
Redemption Date;


(B)           The Company has delivered to the
Trustee (1) either (x) an Opinion of Counsel to the effect that
Holders will not recognize income, gain or loss for federal income tax purposes
as a result of the Company’s exercise of its option under this Section 8.02 and
will be subject to federal income tax on the same amount and in the same manner
and at the same times as would have been the case if such deposit, defeasance
and discharge had not occurred, which Opinion of Counsel shall be based upon
(and accompanied by a copy of) a ruling of the Internal Revenue Service to the
same effect unless there has been a change in applicable federal income tax law
after the Closing Date such that a ruling is no longer required or (y) a
ruling directed to the Trustee received from the Internal Revenue Service to
the same effect as the aforementioned Opinion of Counsel and (2) an Opinion of
Counsel to the effect that the creation of the defeasance trust does not
violate the Investment Company Act of 1940 and that after the passage of 123
days following the deposit (except, with respect to any trust funds for the
account of any Holder who may be deemed to be an “insider” for purposes of the
United States Bankruptcy Code, after one year following the deposit), the trust
funds will not be 



 45
 









subject to the
effect of Section 547 of the United States Bankruptcy Code or Section 15 of the
New York Debtor and Creditor Law in a case commenced by or against the Company
under either such statute, and either (I) the trust funds will no longer remain
the property of the Company (and therefore will not be subject to the effect of
any applicable bankruptcy, insolvency, reorganization or similar laws affecting
creditors’ rights generally) or (II) if a court were to rule under any such law
in any case or proceeding that the trust funds remained property of the
Company, (a) assuming such trust funds remained in the possession of the Trustee
prior to such court ruling to the extent not paid to the Holders, the Trustee
will hold, for the benefit of the Holders, a valid and perfected security
interest in such trust funds that is not avoidable in bankruptcy or otherwise
except for the effect of Section 552(b) of the United States Bankruptcy Code on
interest on the trust funds accruing after the commencement of a case under
such statute and (b) the Holders will be entitled to receive adequate
protection of their interests in such trust funds if such trust funds are used
in such case or proceeding;


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


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


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


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



 46
 









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


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


(i)            with reference to this Section 8.03,
the Company has irrevocably deposited or caused to be irrevocably deposited
with the Trustee (or another trustee satisfying the requirements of Section
7.10) and conveyed all right, title and interest to the Trustee for the benefit
of the Holders, under the terms of an irrevocable trust agreement in form and
substance satisfactory to the Trustee as trust funds in trust, specifically
pledged to the Trustee for the benefit of the Holders as security for payment
of the principal of, premium, if any, and interest, if any, on the Notes, and
dedicated solely to, the benefit of the Holders, in and to (A) money in an
amount, (B) U.S. Government Obligations that, through the payment of
interest, premium, if any, and principal in respect thereof in accordance with
their terms, will provide, not later than one day before the due date of any
payment referred to in this clause (i), money in an amount or (C) a combination
thereof in an amount sufficient, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, without consideration of the
reinvestment of such interest and after payment of all federal, state and local
taxes or other charges and assessments in respect thereof payable by the
Trustee, the principal of, premium, if any, and interest on the outstanding
Notes (i) on the Stated Maturity of such principal or interest; provided that the Trustee shall have been
irrevocably instructed to apply such money or the proceeds of such U.S.
Government Obligations to the payment of such principal, premium, if any, and
interest with respect to the Notes or (ii) on any earlier Redemption Date
pursuant to the terms of the Indenture and the Notes; provided that the Company has provided the
Trustee with irrevocable instructions to redeem all of the outstanding Notes on
such redemption Date;


(ii)           the Company has delivered to the
Trustee an Opinion of Counsel to the effect that (A) the creation of the
defeasance trust does not violate the Investment Company Act of 1940, (B) after
the passage of 123 days following the deposit (except, with respect to any
trust funds for the account of any Holder who may be deemed to be an “insider”
for purposes of the United States Bankruptcy Code, after one year following the
deposit), the trust funds will not be subject to the effect of Section 547 of
the United States Bankruptcy Code or Section 15 of the New York Debtor and
Creditor Law in a case commenced by or against the Company under either such
statute, and either (1) the trust funds will no longer remain the property of
the Company (and therefore will not be subject to the effect of any applicable
bankruptcy, insolvency, reorganization or similar laws affecting creditors’
rights generally) or (2) if a court were to rule under any such law in any
case or proceeding that the trust funds remained property of the Company,
(x) assuming such trust funds remained in the possession of the Trustee
prior to such 



 47
 









court ruling
to the extent not paid to the Holders, the Trustee will hold, for the benefit
of the Holders, a valid and perfected security interest in such trust funds
that is not avoidable in bankruptcy or otherwise (except for the effect of
Section 552(b) of the United States Bankruptcy Code on interest on the trust
funds accruing after the commencement of a case under such statute) and (y) the
Holders will be entitled to receive adequate protection of their interests in
such trust funds if such trust funds are used in such case or proceeding, (C)
the Holders will not recognize income, gain or loss for federal income tax
purposes as a result of such deposit and defeasance of certain covenants and
Events of Default and will be subject to federal income tax on the same amount
and in the same manner and at the same times as would have been the case if
such deposit and defeasance had not occurred and (D) the Trustee, for the
benefit of the Holders, has a valid first-priority security interest in the
trust funds;


(iii)          immediately after giving effect to
such deposit on a pro forma basis, no Default or Event of Default shall have
occurred and be continuing on the date of such deposit or during the period
ending on the 123rd day after such date of such deposit, and such deposit shall
not result in a breach or violation of, or constitute a default under, this
Indenture or any other agreement or instrument to which the Company or any of
its Subsidiaries is a party or by which the Company or any of its Subsidiaries
is bound;


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


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


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


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



 48
 









to the Company, Holders entitled to such money must look to the Company
for payment as general creditors unless an applicable law designates another
Person, and all liability of the Trustee and such Paying Agent with respect to
such money shall cease.


SECTION 8.06.              Reinstatement.  If the Trustee or Paying Agent is unable to
apply any money or U.S. Government Obligations in accordance with Section 8.01,
8.02 or 8.03, as the case may be, by reason of any legal proceeding or by
reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company’s
obligations under this Indenture and the Notes shall be revived and reinstated
as though no deposit had occurred pursuant to Section 8.01, 8.02 or 8.03, as
the case may be, until such time as the Trustee or Paying Agent is permitted to
apply all such money or U.S. Government Obligations in accordance with
Section 8.01, 8.02 or 8.03, as the case may be; provided that, if the Company has made any payment of
principal of, premium, if any, or interest on any Notes because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money or U.S.
Government Obligations held by the Trustee or Paying Agent.


Article
Nine

AMENDMENTS, SUPPLEMENTS AND WAIVERS


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


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


(2)           comply with Article Five or Section
4.13;


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


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


(5)           provide for Additional Notes; or


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


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




 49
 









notice to the Trustee may waive future compliance by the Company with
any provision of this Indenture or the Notes.


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


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


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


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


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


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


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


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


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


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


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


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


After an amendment,
supplement or waiver under this Section 9.02 becomes effective, the Company
shall mail to the Holders affected thereby a notice briefly describing the
amendment, supplement or waiver.  The
Company will mail supplemental indentures to Holders 



 50
 









upon request.  Any failure of the Company to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture or waiver.


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


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


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


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


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



 51
 









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


Article
Ten

GUARANTEE OF NOTES


SECTION 10.01.            Note Guarantee. 
Subject to the provisions of this Article Ten, each Subsidiary Guarantor
hereby, jointly and severally, fully and unconditionally Guarantees to each
Holder of Notes hereunder and to the Trustee on behalf of the Holders:  (i) the due and punctual payment of the
principal of, premium, if any, on and interest on each Note, when and as the
same shall become due and payable, whether at maturity, by acceleration or
otherwise, the due and punctual payment of interest on the overdue principal of
and interest, if any, on the Notes, to the extent lawful, and the due and
punctual performance of all other obligations of the Company to the Holders or
the Trustee, all in accordance with the terms of such Note and this Indenture
and (ii) in the case of any extension of time of payment or renewal of any Notes
or any of such other obligations, that the same will be promptly paid in full
when due or performed  in accordance with
the terms of the extension or renewal, at Stated Maturity, by acceleration or
otherwise, subject, however,
in the case of clauses (i) and (ii) above, to the limitations set forth in the
next succeeding paragraph.


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


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



 52
 









the Note
Guarantee, of such Guarantor at such date and (y) the present fair salable
value of the assets of such Subsidiary Guarantor at such date exceeds the
amount that will be required to pay the probable liability of such Subsidiary
Guarantor on its debts (after giving effect to all other fixed and contingent
liabilities incurred or assumed on such date and after giving effect to any
collection from any Subsidiary of such Subsidiary Guarantor in respect of the
obligations of such Subsidiary under the Note Guarantee of such Subsidiary
Guarantor), excluding debt in respect of its Note Guarantee of such Subsidiary
Guarantor), excluding debt in respect of its Note Guarantee, as they become
absolute and matured.


Each Subsidiary Guarantor
hereby waives diligence, presentment, demand of payment, filing of claims with
a court in the event of merger or bankruptcy of the Company, any right to
require a proceeding first against the Company, the benefit of discussion,
protest or notice with respect to any such Note or the debt evidenced thereby
and all demands whatsoever (except as specified above), and covenants that this
Note Guarantee will not be discharged as to any such Note except by payment in
full of the principal thereof and interest thereon and as provided in Sections
8.01,  8.02 and 8.03. In the event of any
declaration of acceleration of such obligations as provided in Article Six,
such obligations (whether or not due and payable) shall forthwith become due and
payable by each Subsidiary Guarantor for the purposes of this Article Ten.  In addition, without limiting the foregoing
provisions, upon the effectiveness of an acceleration under Article Six, the
Trustee shall promptly make a demand for payment on the Notes under the Note
Guarantee provided for in this Article Ten.


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


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


Each Subsidiary Guarantor
hereby irrevocably waives any claim or other rights which it may now or
hereafter acquire against the Company or any other Subsidiary Guarantor that
arise from the existence, payment, performance or enforcement of its
obligations under this Note Guarantee and this Indenture, including, without
limitation, any right of subrogation, reimbursement, exoneration, contribution,
indemnification, any right to participate in any claim or remedy of the Holders
against the Company or any Subsidiary Guarantor or any collateral 



 53
 









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


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


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


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


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


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


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


 



 54















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


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


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


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


Article
Eleven

MISCELLANEOUS


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


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


if to the Company:


Steel Dynamics, Inc.

6714 Pointe Inverness Way, Suite 200


Fort Wayne, Indiana  46804


Telecopier No.:  (219) 969-3590


Attention:  Chief Financial Officer


if to the Trustee:


Bank of New York Trust Company, N.A.


2 North LaSalle Street, Suite 1020


Chicago, IL 60602


Telecopier No.:  (312) 827-8542


Attention:  Corporate Trust
Department



 55
 









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


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


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


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


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


Holders may communicate
pursuant to TIA Section 312(b) with other Holders with respect to their rights
under this Indenture or the Notes.  The
Company, the Trustee, the Registrar and anyone else shall have the protection
of TIA Section 312(c).


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


(i)            an Officers’ Certificate stating
that, in the opinion of the signers, all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with;
and


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


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


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



 56
 









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


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


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


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


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


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


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


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



 57
 









expressly understood that all such liability is hereby expressly waived
and released as a condition of, and as a consideration for, the execution of
this Indenture and the issue of the Notes.


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


SECTION 11.11.            Duplicate Originals.  The parties may sign any number of copies of
this Indenture.  Each signed copy shall
be an original, but all of them together represent the same agreement.


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


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


SECTION 11.14.            Force Majeure. 
In no event shall the Trustee be responsible or liable for any failure
or delay in the performance of its obligations hereunder arising out of or
caused by, directly or indirectly, forces beyond its control, including,
without limitation, strikes, work stoppages, accidents, acts of war or
terrorism, civil or military disturbances, nuclear or natural catastrophes or
acts of God, and interruptions, loss or malfunctions of utilities,
communications or computer (software and hardware) services; it being
understood that the Trustee shall use reasonable efforts which are consistent
with accepted practices in the banking industry to resume performance as soon
as practicable under the circumstances.



 58
 









SIGNATURES


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


	
  

  	
   

  	
  STEEL DYNAMICS, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ 

  	
  Theresa E.
  Wagler

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Theresa E.
  Wagler

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  



 


	
  

  	
   

  	
  SDI INVESTMENT COMPANY

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ 

  	
  Theresa E. Wagler

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Theresa E.
  Wagler

  	
   

  
	
   

  	
   

  	
  Title:

  	
  President

  	
   

  



 


	
  

  	
   

  	
  STEEL DYNAMICS, SALES NORTH AMERICA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ 

  	
  Keith E. Busse

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Keith E. Busse

  	
   

  
	
   

  	
   

  	
  Title:

  	
  President

  	
   

  



 


	
  

  	
   

  	
  NEW MILLENIUM BUILDING SYSTEMS, LLC.

  SHREDDED PRODUCTS II, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ 

  	
  Theresa E. Wagler

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Theresa E.
  Wagler

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President
  of Steel Dynamics, Inc.

  as the Sole
  Member

  



 


	
  

  	
   

  	
  STEEL DYNAMICS FERROUS RESOURCES, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ 

  	
  Keith E. Busse

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Keith E. Busse

  	
   

  
	
   

  	
   

  	
  Title:

  	
  President of
  Steel Holdings, Inc., 

  as the Sole
  Member

  



 



 59
 









 


	
  

  	
   

  	
  STEEL HOLDINGS, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ 

  	
  Keith E. Busse

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Keith E. Busse

  	
   

  
	
   

  	
   

  	
  Title:

  	
  President

  	
   

  
						



 


	
  

  	
   

  	
  ROANOKE ELECTRIC STEEL CORPORATION

  NEW MILLENIUM BUILDING SYSTEMS, INC.

  SOCAR OF OHIO, INC.

  RESCO STEEL PRODUCTS CORPORATION

  ROANOKEE
  TECHNICAL TREATMENT & SERVICES, INC.

  STEEL OF WEST
  VIRGINIA, INC.

  STEEL VENTURES,
  INC.

  SWVA, INC.

  MARSHALL STEEL,
  INC.

  SHREDDED
  PRODUCTS, LLC..

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ 

  	
  Theresa E. Wagler

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Theresa E. Wagler

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  	
   

  
						



 


	
  

  	
   

  	
  JOHN W. HANCOCK, JR., LLC

  SHREDDED PRODUCTS, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ 

  	
  Theresa E. Wagler

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Theresa E. Wagler

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Secretary of Roanoke Electric Steel Corporation,

  as the Sole Member

  
						



 



 60
 









 


	
  

  	
   

  	
  THE BANK OF NEW YORK TRUST COMPANY, N.A.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ 

  	
  M. Callahan

  	
   

  
	
   

  	
   

  	
  Name:

  	
  M. Callahan

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
						



 



 61















EXHIBIT A


[APPLICABLE LEGENDS]


[FACE OF NOTE]


STEEL DYNAMICS, INC.


63⁄4% Senior Note due 2015


[CUSIP No.][ISIN][                  ]


	
  No.

  	
   

  	
  $

  



 


STEEL DYNAMICS, INC. an
Indiana corporation (the “Company”, which term includes any successor
under the Indenture hereinafter referred to), for value received, promises to
pay to                         ,
or its registered assigns, the principal sum of                                ($         )
on April 1, 2015.


Interest Payment Dates:  April 1 and
October 1, commencing October 1, 2007.


Regular Record Dates:  March 15
and September 15.


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


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



 A-1
 









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


	
  

  	
  STEEL DYNAMICS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


(Trustee’s Certificate of
Authentication)


This is one of the 63⁄4% Senior Notes due 2015 described in the within-mentioned
Indenture.


	
  Date:

  	
   

  	
  THE BANK OF NEW YORK TRUST

  COMPANY, N.A.,

  
	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Authorized Signer

  



 



 A-2
 









[REVERSE SIDE OF NOTE]


STEEL DYNAMICS, INC.


63⁄4% Senior Note due 2015


1.             Principal and Interest.


The Company will pay the principal of this Note on April 1, 2015.


The Company promises to pay interest on the principal amount of this
Note on each Interest Payment Date, as set forth below, at a rate of 63⁄4% per
annum, subject to increase as described below.


Interest will be payable semiannually (to the holders of record of the
Notes at the close of business on the March 15 or September 15 immediately
preceding the Interest Payment Date) on each Interest Payment Date, commencing
October 1, 2007.


If neither an exchange offer (the “Exchange Offer”) registered under
the Securities Act is consummated nor a shelf registration statement (the “Shelf
Registration Statement”) under the Securities Act with respect to resales of
the Notes is declared effective by the Commission on or before January 3, 2008
in accordance with the terms of the Registration Rights Agreement dated April
3, 2007 among the Company, the Initial Subsidiary Guarantors and Banc of
America Securities LLC, Goldman, Sachs & Co. and Morgan Stanley &
Co. Incorporated, then the annual interest rate borne by the Notes shall be
increased by 0.5% from the rate shown above accruing from January 3, 2008,
payable in cash semiannually, in arrears, on each Interest Payment Date,
commencing April 1, 2008 until the consummation of the Exchange Offer or the
effectiveness of the Shelf Registration Statement.  The Holder of this Note is entitled to the
benefits of such Registration Rights Agreement.


Interest on the Notes will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from April 3, 2007; provided that, if there is no existing
default in the payment of interest and this Note is authenticated between a
Regular Record Date referred to on the face hereof and the next succeeding
Interest Payment Date, interest shall accrue from such Interest Payment
Date.  Interest will be computed on the
basis of a 360-day year of twelve 30-day months.


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


2.             Method of Payment.


The Company will pay interest (except defaulted interest) on the
principal amount of the Notes as provided above on each April 1 and October 1,
commencing October 1, 2007 to the persons who are Holders (as reflected in the
Security Register at the close of business on the March 15 or September 15
immediately preceding the Interest Payment Date), in each case, even if the
Note is cancelled on registration of transfer or registration of exchange after
such record 



 A-3
 









date; provided
that, with respect to the payment of principal, the Company will make payment
to the Holder that surrenders this Note to a Paying Agent on or after April 1,
2015.


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


The Notes may be exchanged or transferred at the office or agency of
the Company in The Borough of Manhattan, The City of New York.  Initially, The Bank of New York, 101 Barclay
Street, 8W, New York, New York 10286, will serve as such office.


3.             Paying Agent and Registrar.


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


4.             Indenture; Limitations.


The Company issued the Notes under an Indenture dated as of April 3,
2007 (the “Indenture”), among the Company, the Initial Subsidiary
Guarantors and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”).  Capitalized terms herein are used as defined
in the Indenture unless otherwise indicated. 
The terms of the Notes include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act.  The Notes are subject to all such terms, and
Holders are referred to the Indenture and the Trust Indenture Act for a
statement of all such terms.  To the
extent permitted by applicable law, in the event of any inconsistency between
the terms of this Note and the terms of the Indenture, the terms of the
Indenture shall control.


The Notes are general unsecured obligations of the Company.


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


5.             Optional Redemption.


The Notes are redeemable, at the Company’s option, in
whole or in part, at any time or from time to time, on or after April 1, 2011
and prior to maturity, upon not less than 30 nor more than 60 days’ prior
notice mailed by first-class mail to each Holder’s last address, as it 



 A-4
 









appears in the Security Register, at the following
Redemption Prices (expressed in percentages of principal amount), plus accrued
and unpaid interest to the Redemption Date (subject to the right of Holders of
record on the relevant Regular Record Date that is prior to the Redemption Date
to receive interest due on an Interest Payment Date), if redeemed during the 12-month
period commencing April 1 of the years set forth below:




	
  

  	
   

  	
  Redemption

  	
   

  
	
  Year

  	
   

  	
  Price

  	
   

  
	
  2011

  	
   

  	
  103.375%

  	
   

  
	
  2012

  	
   

  	
  101.688%

  	
   

  
	
  2013 and thereafter

  	
   

  	
  100.000%

  	
   

  






 


In addition, at any time prior to April 1, 2010, the Company may redeem
up to 35% of the aggregate principal amount of the Notes with the Net Cash
Proceeds of one or more sales of common stock of the Company at a Redemption
Price (expressed as a percentage of principal amount) of 106.750%, plus accrued
and unpaid interest to the Redemption Date (subject to the rights of Holders of
record on the relevant Regular Record Date that is prior to the Redemption Date
to receive interest due on an Interest Payment Date); provided that (i) at least 65% of the
aggregate principal amount of Notes originally issued on the Closing Date
remains outstanding after each such redemption and (ii) notice of such
redemption is mailed within 60 days after such sale of common stock.


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


6.             Repurchase upon Change of Control.


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


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


7.             Denominations; Transfer;
Exchange.


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



 A-5
 









or exchange of any Notes for a period of 15 days
before the day of mailing of a notice of redemption of Notes selected for
redemption.


8.             Persons Deemed Owners.


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


9.             Unclaimed Money.


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


10.           Discharge Prior to Redemption or
Maturity.


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


11.           Amendment; Supplement; Waiver.


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


12.           Restrictive Covenants.


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


13.           Successor Persons.


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



 A-6
 









14.           Defaults and Remedies.


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


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


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


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


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


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


a court having jurisdiction in the premises
enters a decree or order for (A) relief in respect of the Company, any
Subsidiary Guarantor or any Significant Subsidiary in an involuntary case under
any applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, (B) appointment of a receiver, liquidator, assignee, custodian,
trustee, 



 A-7
 









sequestrator or similar official of the Company, any Subsidiary
Guarantor or any Significant Subsidiary or for all or substantially all of the
property and assets of the Company, any Subsidiary Guarantor or any Significant
Subsidiary or (C) the winding-up or liquidation of the affairs of the
Company, any Subsidiary Guarantor or any Significant Subsidiary and, in each
case, such decree or order shall remain unstayed and in effect for a period of
60 consecutive days;


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


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


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


15.           Guarantee.


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


16.           Trustee Dealings with the Company.


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


17.           No Recourse Against Others.


No incorporator or any past, present or future partner, stockholder,
other equityholder, officer, director, employee or controlling person, as such,
of the Company or of any successor Person shall have any liability for any
obligations of the Company under the Notes 



 A-8
 









or the Indenture or for any claim based on, in respect
of or by reason of, such obligations or their creation.  Each Holder by accepting a Note waives and
releases all such liability.  The waiver
and release are part of the consideration for the issuance of the Notes.


18.           Authentication.


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


19.           Abbreviations.


Customary abbreviations may be used in the name of a Holder or an
assignee, such as:  TEN COM
(= tenants in common), TEN ENT (= tenants by the entireties), JT TEN
(= joint tenants with right of survivorship and not as tenants in common),
CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).


20.           Governing
Law.


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


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



 A-9
 









[FORM OF TRANSFER NOTICE]


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


Insert Taxpayer Identification No.


                                                                                                        


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


                                                                                                         


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


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


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


[Check One]


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


or


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



 A-10
 









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


	
  Date:

  	
   

  
	
   

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

  



 


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


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


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


	
  Dated:

  	
   

  
	
   

  	
  NOTICE: To be executed by an executive officer

  



 



 A-11
 









OPTION OF HOLDER TO ELECT PURCHASE


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


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


Date:


	
  Your Signature:

  	
   

  	
   

  



 


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


	
  Signature
  Guarantee:

  	
   

  	
   

  



 


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



 A-12















EXHIBIT B


Form of Certificate


                ,


The Bank of New
York Trust Company, N.A.


2 N. LaSalle
Street, Suite 1020


Chicago, IL 60602


Attention: Corporate Trust


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


63⁄4% Senior Notes due 2015 (the “Notes”)


Dear Sirs:


This letter relates to
U.S. $                principal amount of Notes represented by a
Note (the “Legended Note”) which bears a legend outlining restrictions
upon transfer of such Legended Note. 
Pursuant to Section 2.02 of the Indenture dated as of April 3, 2007 (the
“Indenture”) relating to the Notes, we hereby certify that we are (or we
will hold such securities on behalf of) a person outside the United States to
whom the Notes could be transferred in accordance with Rule 904 of Regulation S
promulgated under the U.S. Securities Act of 1933.  Accordingly, you are hereby requested to
exchange the legended certificate for an unlegended certificate representing an
identical principal amount of Notes, all in the manner provided for in the
Indenture.


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


	
  

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
  [Name of Holder]

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signature

  



 



 B-1















EXHIBIT C


Form of
Certificate to Be


Delivered in
Connection with


Transfers to Non-QIB Accredited Investors


            ,


The
Bank of New York Trust Company, N.A.


2 N.
LaSalle Street, Suite 1020


Chicago,
IL 60602


Attention: 
Corporate Trust


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


63⁄4% Senior Notes due 2015 (the “Notes”)


Dear Sirs:


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


1.  We
understand that any subsequent transfer of the Notes is subject to certain
restrictions and conditions set forth in the Indenture dated as of April 3,
2007 (the “Indenture”) relating to the Notes and the undersigned agrees
to be bound by, and not to resell, pledge or otherwise transfer the Notes
except in compliance with such restrictions and conditions and the Securities
Act of 1933, as amended (the “Securities Act”).


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


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



 C-1
 









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


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


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


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


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  [Name of
  Transferee]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signature

  



 



 C-2















EXHIBIT D


Form of Certificate to Be Delivered in


Connection with Transfers
Pursuant to Regulation S


            ,


The
Bank of New York Trust Company, N.A.


2 N.
LaSalle Street, Suite 1020


Chicago,
IL 60602


Attention: 
Corporate Trust


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


63⁄4% Senior Notes due 2015 (the “Notes”)


Dear Sirs:


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


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


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


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


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


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


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  [Name of
  Transferor]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signature

  	
   

  



 



 D-1