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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-180662

A. M. Castle & Co.

Offer to Exchange

$225,000,000 principal amount of its 12.75% Senior Secured Notes due 2016,
which have been registered under the Securities Act of 1933, for any and all
of its outstanding 12.75% Senior Secured Notes due 2016

        We are offering to exchange all of our outstanding 12.75% Senior Secured Notes due 2016 that we issued on December 15, 2011, which we refer to as the old notes, for new 12.75% Senior Secured Notes due 2016, which we refer to as the new notes, and together with the old notes, the notes, in an exchange transaction that is being registered hereby. The terms of the new notes are identical to the terms of the old notes except that the transaction in which you may elect to receive the new notes has been registered under the Securities Act of 1933, as amended, or the Securities Act, and, therefore, the new notes are freely transferable.

        We will pay interest on the notes on June 15 and December 15 of each year, beginning on June 15, 2012. The notes will mature on December 15, 2016.

        On or after December 15, 2014, we may redeem some or all of the notes at the redemption prices set forth herein plus accrued and unpaid interest, if any, to the date of redemption. Prior to December 15, 2014, we may redeem up to 35% of the aggregate principal amount of the notes at the redemption price set forth herein, plus accrued and unpaid interest, if any, to the date of redemption, with the net cash proceeds of certain equity offerings. In addition, we may, at our option, redeem some or all of the notes at any time prior to December 15, 2014, by paying a "make-whole" premium, plus accrued and unpaid interest, if any, to the date of redemption.

        The notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by our existing and future domestic restricted subsidiaries, other than immaterial subsidiaries.

        The principal features of the exchange offer are as follows:

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The exchange offer expires at 11:59 p.m., Eastern time, on Tuesday, July 10, 2012, unless extended.



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All old notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer will be exchanged for new notes.



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You may withdraw tendered old notes at any time prior to the expiration of the exchange offer.



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The exchange of old notes for new notes pursuant to the exchange offer should not be a taxable event for United States federal income tax purposes.



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We will not receive any proceeds from the exchange offer.



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We do not intend to apply for listing of the notes on any securities exchange or for inclusion of the notes in any automated quotation system.

        Broker-dealers receiving new notes in exchange for old notes acquired for their own account through market-making or other trading activities must deliver a prospectus in any resale of the new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where the old notes were acquired by the broker-dealer as a result of market-making or other trading activities.

        See "Risk Factors" beginning on page 8 to read about important factors you should consider in connection with the exchange offer.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is June 12, 2012.

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        Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. The letter of transmittal accompanying this prospectus states that, by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where the original notes were acquired by the broker-dealer as a result of market-making or other trading activities. We have agreed that, starting on the expiration date of the exchange offer and ending on the close of business 180 days after the expiration date of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."

        This prospectus incorporates important business and financial information about us that is not included in or delivered with this document. See "Incorporation of Documents by Reference" on page 116 for a listing of documents we incorporate by reference.

        We have not authorized any dealer, salesman or other person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus as if we had authorized it. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the registered securities to which it relates, nor does this prospectus constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

General Information

        Unless the context requires otherwise, references in this prospectus to the "Company", "we", "us", and "our" refer to A. M. Castle & Co., together with its subsidiaries.

        The "old notes," consisting of a single series of our 12.75% Senior Secured Notes due 2016, which were issued on December 15, 2011, and the "new notes," consisting of our 12.75% Senior Subordinated Notes offered pursuant to this prospectus, are sometimes collectively referred to in this prospectus as the "notes".

Industry and Market Data

        In this prospectus, we rely on and refer to information and statistics regarding the metal service center industry and general manufacturing markets. We obtained this information and these statistics from third-party sources, such as the Institute of Supply Management, which we have supplemented where necessary with information from publicly available sources and our own internal estimates. Industry publications and surveys generally state that they have obtained information from sources believed to be reliable, but do not guarantee the accuracy and completeness of such information. While we believe that each of these studies and publications is reliable, we have not independently verified such data, nor do we make any representation as to the accuracy of such information. Similarly, we believe our internal research is reliable, but it has not been verified by any independent sources.

Trademarks, Service Marks and Trade Names

        This prospectus may also include trade names, trademarks and product names of other companies. Our use or display of other parties' trade names, trademarks or products is not intended to, and does not imply a relationship with, or endorsement or sponsorship of us by, the respective owners of such trade names, trademarks or products.

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RISK FACTORS

        You should carefully consider the risks described as well as the other information contained in this prospectus, as well as well as the other information included in this prospectus and the risk factors incorporated by reference into this prospectus from Part I, Item 1A, "Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2011, before making a decision to participate in the exchange offer. The risks described below and incorporated herein by reference are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition or results of operations. Any of such risks could materially adversely affect our business, financial condition or results of operations. In such case, you may lose all or part of your original investment.

Risks Related to the Old Notes and the Exchange Offer

You may not be able to sell your old notes if you do not exchange them for new notes in the exchange offer.

        If you do not exchange your old notes for new notes in the exchange offer, your old notes will continue to be subject to the restrictions on transfer as stated in the legend on the old notes. In general, you may not reoffer, resell or otherwise transfer the old notes in the United States unless they are:

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registered under the Securities Act;



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offered or sold under an exemption from the Securities Act and applicable state securities laws; or



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offered or sold in a transaction not subject to the Securities Act and applicable state securities laws.

        We do not currently anticipate that we will register the old notes under the Securities Act.

Holders of the old notes who do not tender their old notes will have no further rights under the registration rights agreement, including registration rights and the right to receive additional interest.

        Holders who do not tender their old notes will not have any further registration rights or any right to receive additional interest under the registration rights agreement or otherwise.

The market for old notes may be significantly more limited after the exchange offer and you may not be able to sell your old notes after the exchange offer.

        If old notes are tendered and accepted for exchange under the exchange offer, the trading market for old notes that remain outstanding may be significantly more limited. As a result, the liquidity of the old notes not tendered for exchange could be adversely affected. The extent of the market for old notes and the availability of price quotations would depend upon a number of factors, including the number of holders of old notes remaining outstanding and the interest of securities firms in maintaining a market in the old notes. An issue of securities with a similar outstanding market value available for trading, which is called the "float," may command a lower price than comparable issues of securities with a greater float. As a result, the market price for old notes that are not exchanged in the exchange offer may be affected adversely as old notes exchanged in the exchange offer reduce the float. The reduced float also may make the trading price of the old notes that are not exchanged more volatile.

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Your old notes will not be accepted for exchange if you fail to follow the exchange offer procedures and, as a result, your old notes will continue to be subject to existing transfer restrictions and you may not be able to sell your old notes.

        We will not accept your old notes for exchange if you do not follow the exchange offer procedures. We will issue new notes as part of the exchange offer only after timely receipt of your old notes, a properly completed and duly executed letter of transmittal and all other required documents. Therefore, if you want to tender your old notes, please allow sufficient time to ensure timely delivery. If we do not receive your old notes, letter of transmittal and other required documents by the expiration date of the exchange offer, we will not accept your old notes for exchange. We are under no duty to give notification of defects or irregularities with respect to the tenders of old notes for exchange. If there are defects or irregularities with respect to your tender of old notes, we will not accept your old notes for exchange.

There is no established trading market for the new notes and there is no assurance that any active trading market will develop for the new notes.

        The new notes will be securities for which there is no established public market. An active market for the new notes may not develop or, if developed, it may not continue. The liquidity of any market for the new notes will depend upon, among other things, the number of holders of the new notes, our performance, the market for similar securities, the interest of securities dealers in making a market in the new notes and other factors. A liquid trading market may not develop for the new notes. If an active market does not develop or is not maintained, the price and liquidity of the new notes may be adversely affected.

Some persons who participate in the exchange offer must deliver a prospectus in connection with resales of the new notes.

        Based on the position of the SEC enunciated in Morgan Stanley & Co., Inc., SEC no-action letter (June 5, 1991) and Exxon Capital Holdings Corporation, SEC no-action letter (May 13, 1988), as interpreted in the SEC's letter to Shearman & Sterling dated July 2, 1993, we believe that you may offer for resale, resell or otherwise transfer the new notes without compliance with the registration and prospectus delivery requirements of the Securities Act. However, in some instances described in this prospectus under "Plan of Distribution," you will remain obligated to comply with the registration and prospectus delivery requirements of the Securities Act to transfer your new notes. In these cases, if you transfer any new note without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from registration of your new notes under the Securities Act, you may incur liability under the Securities Act. We do not and will not assume, or indemnify you against, this liability.

Risks Related to the Notes

Our substantial level of indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under the notes.

        We have substantial indebtedness. As of March 31, 2012, we had approximately $332.5 million of total debt outstanding, of which $275.0 million is secured, including the notes. In addition, we had approximately $40.0 million of availability under our revolving credit facility as of March 31, 2012. Subject to restrictions in the indenture, we may incur additional indebtedness.

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        Our substantial level of indebtedness could have important consequences to you and significant effects on our business, including the following:

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it may be more difficult for us to satisfy our financial obligations, including with respect to the notes;



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our ability to obtain additional financing for working capital, capital expenditures, strategic acquisitions or general corporate purposes may be impaired;



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we must use a substantial portion of our cash flow from operations to pay interest on the notes and our other indebtedness, which will reduce the funds available to use for operations and other purposes;



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our ability to fund a change of control offer may be limited;



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our substantial level of indebtedness could place us at a competitive disadvantage compared to our competitors that may have proportionately less debt;



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our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate may be limited; and



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our substantial level of indebtedness may make us more vulnerable to economic downturns and adverse developments in our business.

        We expect to obtain the funds to pay our expenses and to repay our indebtedness primarily from our operations and, in the case of our indebtedness, from the refinancing thereof. Our ability to meet our expenses and make these payments therefore depends on our future performance, which will be affected by financial, business, economic and other factors, many of which we cannot control. Our business may not generate sufficient cash flow from operations in the future, and our currently anticipated growth in revenue and cash flow may not be realized, either or both of which could result in our being unable to repay indebtedness, including the notes, or to fund other liquidity needs. If we do not have enough funds, we may be required to refinance all or part of our then existing debt, sell assets or borrow more funds, which we may not be able to accomplish on terms acceptable to us, or at all. In addition, the terms of existing or future debt agreements may restrict us from pursuing any of these alternatives.

Despite our current indebtedness level, we and any of our existing or future subsidiaries may still be able to incur substantially more debt, which could exacerbate the risks associated with our substantial leverage.

        We and any of our existing and future subsidiaries may be able to incur substantial additional indebtedness in the future. Although the terms of the indenture contains limitations on our ability to incur additional indebtedness, these restrictions are subject to a number of qualifications and exceptions. If we incur any additional indebtedness that ranks equally with the notes, the holders of that additional debt will be entitled to share ratably with the holders of the notes in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding up of the Company, subject to any collateral securing the notes. If new debt is added to our or any of our existing and future subsidiaries' current debt levels, the related risks that we now face could be exacerbated.

The lien ranking provisions set forth in the intercreditor agreement substantially limits the rights of the holders of the notes with respect to liens on the assets securing the notes and related guarantees.

        A number of the collateral agent's rights and remedies with respect to the collateral to be shared with the lenders under our revolving credit facility are significantly limited under the intercreditor agreement between Wells Fargo Bank, National Association and U.S. Bank National Association. For instance, if the notes become due and payable prior to the stated maturity or are not paid in full at the

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stated maturity at a time during which we have indebtedness outstanding under our revolving credit facility, the collateral agent will not have the right to foreclose upon any collateral securing our revolving credit facility under certain conditions specified in such intercreditor agreement. See "Description of Notes—Security—Intercreditor Agreement."

A portion of our business is conducted through foreign subsidiaries and the failure to generate sufficient cash flow from these subsidiaries, or otherwise repatriate or receive cash from these subsidiaries, could result in our inability to repay our indebtedness, including the notes.

        As of March 31, 2012, approximately $198.1 million or 22.3% of our consolidated assets based on book value, and $77.2 million or 21.3% of our consolidated net sales, respectively, were held and generated by foreign subsidiaries. Our ability to meet our debt service obligations (including those relating to the notes) with cash from foreign subsidiaries will depend upon the results of operations of these subsidiaries and may be subject to legal, contractual or other restrictions and other business considerations. In addition, dividend and interest payments to us from the foreign subsidiaries may be subject to foreign withholding taxes, which would reduce the amount of funds we receive from such foreign subsidiaries. Dividends and other distributions from our foreign subsidiaries may also be subject to fluctuations in currency exchange rates and legal and other restrictions on repatriation, which could further reduce the amount of funds we receive from such foreign subsidiaries.

        In general, when an entity in a foreign jurisdiction repatriates cash to the U.S., the amount of such cash is treated as a dividend taxable at current U.S. tax rates. Accordingly, upon the distribution of cash to us from our foreign subsidiaries, we will be subject to U.S. income taxes. Although foreign tax credits may be available to reduce the amount of the additional tax liability, these credits may be limited and only offset the tax paid in the foreign jurisdiction, not the excess of the U.S. tax rate over the foreign tax rate. Therefore, to the extent that we must use cash generated in foreign jurisdictions to make principal or interest payments on the notes, there may be a cost associated with repatriating the cash to the U.S.

None of our foreign subsidiaries or any unrestricted subsidiaries are guarantors with respect to the notes, and therefore, any claims you may have in respect of the notes are structurally subordinated to the liabilities of those subsidiaries.

        None of our foreign subsidiaries or any unrestricted subsidiaries guarantee the notes. If any of our foreign subsidiaries or unrestricted subsidiaries becomes insolvent, liquidates, reorganizes, dissolves or otherwise winds up, holders of its indebtedness and its trade creditors generally will be entitled to payment on their claims from the assets of such subsidiary before any of those assets would be made available to us. Consequently, your claims in respect of the notes will be structurally subordinated to all of the existing and future liabilities, including trade payables, of our foreign subsidiaries and any unrestricted subsidiaries. As of March 31, 2012, our foreign subsidiaries had $6.5 million of outstanding debt. However, the indenture, while restricting foreign subsidiaries' indebtedness, will nevertheless permit our foreign subsidiaries to incur indebtedness. See "Description of Notes—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock." We do not have any unrestricted subsidiaries as of the date that this prospectus. In addition, because the liens on the collateral securing the notes include pledges of a portion of the stock (or equivalent equity interest) of our foreign subsidiaries which are directly owned by our U.S. restricted subsidiaries, the validity of those pledges under local law, if applicable, and the ability of the holders of the notes to proceed against that collateral under local law, to the extent applicable, may be limited by such local law, which limitations may or may not affect such liens.

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The indenture imposes significant operating and financial restrictions, which may prevent us from pursuing certain business opportunities and taking certain actions.

        The indenture imposes, and future debt agreements may impose, operating and financial restrictions on us. These restrictions limit or prohibit, among other things, our ability to:

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incur additional indebtedness unless certain financial tests are satisfied or issue disqualified capital stock;



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pay dividends, redeem subordinated debt or make other restricted payments;



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make certain investments or acquisitions;



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issue stock of subsidiaries;



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grant or permit certain liens on our assets;



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enter into certain transactions with affiliates;



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merge, consolidate or transfer substantially all of our assets;



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incur dividend or other payment restrictions affecting certain of our subsidiaries;



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transfer, sell or acquire assets, including capital stock of our subsidiaries; and



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change the business we conduct.

        These covenants could adversely affect our ability to finance our future operations or capital needs, withstand a future downturn in our business or the economy in general, engage in business activities, including future opportunities that may be in our interest, and plan for or react to market conditions or otherwise execute our business strategies. The credit agreement governing our revolving credit facility imposes similar limitations and contains a springing financial maintenance covenant. A breach of any of these covenants could result in a default in respect of the related indebtedness. If a default occurs, the relevant lenders or holders of such indebtedness could elect to declare the indebtedness, together with accrued interest and other fees, to be immediately due and payable and proceed against any collateral securing that indebtedness. Acceleration of our other indebtedness could result in a default under the terms of the indenture.

We may not be able to generate sufficient cash to service all of our indebtedness, including the notes, and may be forced to take other actions to satisfy our obligations under our debt agreements, which may not be successful.

        Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. Our business may not generate sufficient cash flow from operations in the future and our currently anticipated levels of revenue and cash flow may not be realized, either or both of which could result in our being unable to repay indebtedness, including the notes, or to fund other liquidity needs. Therefore, we may not be able to maintain or realize a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness, including the notes offered hereby.

        If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, sell assets, seek additional capital or restructure or refinance our indebtedness, including our indebtedness under the notes offered hereby. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous borrowing covenants, which could further restrict our

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business operations. The terms of existing or future debt instruments, including the indenture, may restrict us from adopting some of these alternatives. In addition, any failure to make payments of principal and interest on our outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations.

The value of the collateral securing the notes may not be sufficient to pay the amounts owed under the notes. As a result, holders of the notes may not receive full payment on their notes following an event of default.

        The proceeds of any sale of collateral securing the notes following an event of default with respect thereto may not be sufficient to satisfy, and may be substantially less than, amounts due on the notes. No appraisal has been made of the collateral.

        The value of the collateral in the event of liquidation will depend upon market and economic conditions, the availability of buyers and similar factors. The collateral does not include contracts, agreements, licenses and other rights that by their express terms prohibit the assignment thereof or the grant of a security interest therein. Some of these may be material to us, and such exclusion could have a material adverse effect on the value of the collateral. The value of the collateral could be impaired in the future as a result of changing economic and market conditions, our failure to successfully implement our business strategy, competition and other factors. By its nature, some or all of the collateral may not have a readily ascertainable market value or may not be saleable or, if saleable, there may be substantial delays in its liquidation.

        To the extent that liens, security interests and other rights granted to other parties encumber assets owned by us, those parties have or may exercise rights and remedies with respect to the property subject to their liens that could adversely affect the value of that collateral and the ability of the trustee under the indenture or the holders of the notes to realize or foreclose on that collateral. Consequently, we cannot assure investors in the notes that liquidating the collateral securing the notes would produce proceeds in an amount sufficient to pay any amounts due under the notes after also satisfying the obligations to pay any creditors with prior claims on the collateral.

        Bankruptcy laws and other laws relating to foreclosure and sale also could substantially delay or prevent the ability of the trustee or any holder of the notes to obtain the benefit of any collateral securing the notes. Such delays could have a material adverse effect on the value of the collateral.

        If the proceeds of any sale of collateral are not sufficient to repay all amounts due on the notes, the holders of the notes (to the extent not repaid from the proceeds of the sale of the collateral) would have only an unsecured claim against our remaining assets.

We will in most cases have control over the collateral, and the sale of particular assets by us could reduce the pool of assets securing the notes and the guarantees.

        The collateral documents allow us to remain in possession of, retain exclusive control over, freely operate, and collect, invest and dispose of any income from, the collateral securing the notes and the guarantees. There are circumstances other than repayment or discharge of the notes under which the collateral securing the notes and guarantees will be released automatically, without your consent or the consent of the trustee.

        Under various circumstances, collateral securing the notes and the guarantees will be released automatically, including a sale, transfer or other disposal of such collateral in a transaction not prohibited under the indenture; with respect to collateral held by a guarantor, upon the release of such guarantor from its guarantee; and to the extent we have defeased or satisfied and discharged the indenture. In addition, the capital stock of the guarantors will be excluded from the collateral securing

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the notes to the extent liens thereon would trigger reporting obligations under Rule 3-16 of Regulation S-X, which requires financial statements from any company whose securities are collateral if its book value or market value, whichever is greater, would exceed 20% of the principal amount of the notes secured thereby.

        In addition, the guarantee of a subsidiary guarantor will be automatically released to the extent it is released in connection with a sale of such subsidiary guarantor in a transaction not prohibited by the indenture.

        The indenture will also permit us to designate one or more of our restricted subsidiaries that is a guarantor of the notes as an unrestricted subsidiary. If we designate such a subsidiary guarantor as an unrestricted subsidiary for purposes of the indenture, all of the liens on any collateral owned by such subsidiary or any of its subsidiaries and any guarantees of the notes by such subsidiary or any of its subsidiaries will be released under the indenture. Designation of an unrestricted subsidiary will reduce the aggregate value of the collateral securing the notes to the extent that liens on the assets of the unrestricted subsidiary and its subsidiaries are released. In addition, the creditors of the unrestricted subsidiary and its subsidiaries will have a senior claim on the assets of such unrestricted subsidiary and its subsidiaries.

Any future pledge of collateral might be voidable in bankruptcy.

        Any future pledge of collateral in favor of the collateral agent for the notes, including pursuant to security documents delivered after the date of the indenture, might be voidable by the pledgor (as debtor in possession) or by its trustee in bankruptcy if certain events or circumstances exist or occur, including, among others, if the pledgor is insolvent at the time of the pledge, the pledge permits the holders of the notes to receive a greater recovery than if the pledge had not been given and a bankruptcy proceeding in respect of the pledgor is commenced within 90 days following the pledge, or, in certain circumstances, a longer period.

The rights of holders of notes to the collateral securing the notes may be adversely affected by the failure to perfect security interests in the collateral and other issues generally associated with the realization of security interests in collateral.

        Your rights in the collateral may be adversely affected by the failure to perfect security interests in certain collateral in the future. Applicable law requires that a security interest in certain tangible and intangible assets can only be properly perfected and its priority retained through certain actions undertaken by the secured party, and that certain property and rights acquired after the grant of a general security interest, such as equipment subject to a certificate and certain proceeds, can be perfected only at the time at which such property and rights are acquired and identified. The trustee or the collateral agent for the notes may not monitor, or we may not inform the trustee or the collateral agent of, the future acquisition of property and rights that constitute collateral, and necessary action may not be taken to properly perfect the security interest in such after-acquired collateral. The collateral agent for the notes has no obligation to monitor the acquisition of additional property or rights that constitute collateral or the perfection of any security interest in favor of the notes against third parties. A failure to do so may result in the loss of the security interest therein or the priority of the security interest in favor of the notes against third parties.

        In addition, the security interest of the collateral agent for the notes will be subject to practical challenges generally associated with the realization of security interests in collateral. For example, the collateral agent may need to obtain the consent of third parties and make additional filings. If we are unable to obtain these consents or make these filings, the security interests may be invalid and the holders of the notes will not be entitled to the collateral or any recovery with respect to the collateral. The collateral agent may not be able to obtain any such consent. Further, the consents of any third

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parties may not be given when required to facilitate a foreclosure on such collateral. Accordingly, the collateral agent may not have the ability to foreclose upon those assets, and the value of the collateral may significantly decrease.

The collateral is subject to casualty risks.

        The indenture and the related security documents require us and the guarantors to maintain adequate insurance or otherwise insure against risks to the extent customary with companies in the same or similar business operating in the same or similar locations. There are, however, certain losses that may be either uninsurable or not economically insurable, in whole or in part. As a result, we cannot assure you that the insurance proceeds will compensate us fully for our losses. If there is a total or partial loss of any of the collateral securing the notes, we cannot assure you that any insurance proceeds received by us will be sufficient to satisfy all the secured obligations, including the notes.

Rights of holders of notes in the collateral may be adversely affected by bankruptcy proceedings.

        The right of the collateral agent for the notes to repossess and dispose of the collateral securing the notes upon acceleration is likely to be significantly impaired by federal bankruptcy law if bankruptcy proceedings are commenced by or against us prior to or possibly even after the collateral agent has repossessed and disposed of the collateral. Under the U.S. Bankruptcy Code, a secured creditor, such as the collateral agent for the notes, is prohibited from repossessing its security from a debtor in a bankruptcy case, or from disposing of security repossessed from a debtor, without bankruptcy court approval, which may not be given. Moreover, bankruptcy law permits the debtor to continue to retain and to use collateral, and the proceeds, products, rents or profits of the collateral, even though the debtor is in default under the applicable debt instruments, provided that the secured creditor is given "adequate protection." The meaning of the term "adequate protection" may vary according to circumstances, but it is intended in general to protect the value of the secured creditor's interest in the collateral as of the commencement of the bankruptcy case and may include cash payments or the granting of additional security, if and at such time as the bankruptcy court in its discretion determines, for any diminution in the value of the collateral as a result of the stay of repossession or disposition or any use of the collateral by the debtor during the pendency of the bankruptcy case. A bankruptcy court may determine that a secured creditor may not require compensation for a diminution in the value of its collateral if the value of the collateral exceeds the debt it secures.

        In view of the broad discretionary powers of a bankruptcy court, it is impossible to predict how long payments under the notes could be delayed following commencement of a bankruptcy case, whether or when the collateral agent would repossess or dispose of the collateral, or whether or to what extent holders of the notes would be compensated for any delay in payment or loss of value of the collateral through the requirements of "adequate protection." Furthermore, in the event the bankruptcy court determines that the value of the collateral is not sufficient to repay all amounts due on the notes, the holders of the notes would have "under-secured claims" as to the difference. Federal bankruptcy laws do not permit the payment or accrual of interest, costs and attorneys' fees for "under-secured claims" during the debtor's bankruptcy case.

Federal and state fraudulent transfer laws may permit a court to void the notes and the guarantees, subordinate claims in respect of the notes and the guarantees and require noteholders to return payments received and, if that occurs, you may not receive any payments on the notes.

        Federal and state fraudulent transfer and conveyance statutes may apply to the issuance of the notes and the incurrence of any guarantees of the notes. Under federal bankruptcy law and comparable provisions of state fraudulent transfer or conveyance laws, which may vary from state to state, the notes or any guarantee could be voided as a fraudulent transfer or conveyance if (1) we or any guarantor, as

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applicable, issued the notes or incurred the guarantees with the intent of hindering, delaying or defrauding creditors or (2) we or any guarantor, as applicable, received less than reasonably equivalent value or fair consideration in return for either issuing the notes or incurring the guarantees and, in the case of (2) only, one of the following is also true at the time thereof: we or any guarantor, as applicable, were insolvent or rendered insolvent by reason of the issuance of the notes or the incurrence of the guarantees; the issuance of the notes or the incurrence of the guarantees left us or any guarantor, as applicable, with an unreasonably small amount of capital to carry on its business; or we or any guarantor intended to, or believed that we or such guarantor would, incur debts beyond our or such guarantor's ability to pay such debts as they mature.

        A court would likely find that we or a guarantor did not receive reasonably equivalent value or fair consideration for the notes or such guarantee if we or such guarantor did not substantially benefit directly or indirectly from the issuance of the notes or the applicable guarantee. As a general matter, value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or an antecedent debt is secured or satisfied. A debtor will generally not be considered to have received value in connection with a debt offering if the debtor uses the proceeds of that offering to make a dividend payment or otherwise retire or redeem equity securities issued by the debtor.

        We cannot be certain as to the standards a court would use to determine whether or not we or such guarantor were solvent at the relevant time or, regardless of the standard that a court uses, that the issuance of the guarantee would not be further subordinated to our or any guarantor's other debt. Generally, however, an entity would be considered insolvent if, at the time it incurred indebtedness: the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all its assets; or the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or it could not pay its debts as they become due.

        If a court were to find that the issuance of the notes or the incurrence of the guarantees was a fraudulent transfer or conveyance, the court could void the payment obligations under the notes or such guarantees or further subordinate the notes or such guarantees to presently existing and future indebtedness of ours or of the related guarantor, or require the holders of the notes to repay any amounts received with respect to such guarantees. In the event of a finding that a fraudulent transfer or conveyance occurred, you may not receive any repayment on the notes. Further, the voidance of the notes could result in an event of default with respect to our and our subsidiaries' other debt that could result in acceleration of such debt.

        Although any guarantee entered into in connection with the issuance of the notes contains a provision intended to limit that guarantor's liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer, this provision may not be effective to protect such guarantee from being voided under fraudulent transfer law, or may reduce that guarantor's obligation to an amount that effectively makes its guarantee worthless.

The imposition of certain permitted liens will cause the assets on which such liens are imposed to be excluded from the collateral securing the notes and the guarantees. There are also certain other categories of property that are also excluded from the collateral.

        The indenture permits liens in favor of third parties to secure certain indebtedness, such as purchase money indebtedness and capital lease obligations, and assets subject to such liens will in certain circumstances be excluded from the collateral securing the notes and the guarantees. Our ability to incur purchase money indebtedness and capital lease obligations is subject to limitations as described in "Description of Notes—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock." In addition, certain categories of assets are excluded from the collateral securing the notes and the guarantees. Excluded assets include certain contracts, certain equipment and certain capital stock

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and other securities of our subsidiaries. See "Description of Notes—Security." If an event of default occurs and the notes are accelerated, the notes and the guarantees will rank equally with the holders of other unsubordinated and unsecured indebtedness of the relevant entity with respect to such excluded property and effectively subordinated to holders of obligations secured by a lien on such excluded property.

The credit ratings assigned to the notes may not reflect all risks of an investment in the notes.

        The credit ratings assigned to the notes reflect the rating agencies' assessments of our ability to make payments on the notes when due. Consequently, actual or anticipated changes in these credit ratings will generally affect the market value of the notes. These credit ratings, however, may not reflect the potential impact of risks related to structure, market or other factors related to the value of the notes.

Our ability to repurchase the notes upon a change of control may be limited.

        If we were to experience a change of control, the indenture requires us to offer to purchase all the notes then outstanding at 101% of their principal amount, plus unpaid accrued interest to the date of repurchase. If a change of control were to occur, we cannot assure you that we would have sufficient funds to purchase the notes. The inability to repay such debt, if accelerated, and to purchase all of the tendered notes following a change of control, would constitute an event of default under the indenture and the events that constitute a change of control under the indenture may also be events of default under our revolving credit facility. These events may permit the lenders under our revolving credit facility to accelerate the indebtedness outstanding thereunder. If we are required to repurchase the notes and repay certain amounts outstanding under our revolving credit facility if such indebtedness is accelerated, we would probably require third-party financing. We cannot be sure that we would be able to obtain third-party financing on acceptable terms, or at all. If the indebtedness under our revolving credit facility is not paid, the lenders thereunder may seek to enforce security interests in the collateral securing such indebtedness, thereby limiting our ability to raise cash to purchase the notes, and reducing the practical benefit of the offer to purchase provisions to the holders of the notes. See "Description of Notes—Repurchase at the Option of Holders—Change of Control."

        One of the circumstances under which a change of control may occur is upon the sale or disposition of all or substantially all of our capital stock or assets. However, the phrase "all or substantially all" will likely be interpreted under applicable state law and will be dependent upon particular facts and circumstances. As a result, there may be a degree of uncertainty in ascertaining whether a sale or disposition of "all or substantially all" of our capital stock or assets has occurred, in which case, the ability of a holder of the notes to obtain the benefit of an offer to repurchase all of a portion of the notes held by such holder may be impaired.

Because each guarantor's liability under its guarantee may be reduced to zero, voided or released under certain circumstances, you may not receive any payments from some or all of the guarantors.

        The guarantees of the notes are limited to the maximum amount that the guarantors are permitted to guarantee under applicable law. As a result, a guarantor's liability under its guarantee could be reduced to zero, depending on the amount of other obligations of such guarantor. Further, under the circumstances discussed more fully above, a court under federal or state fraudulent conveyance and transfer statutes could void the obligations under a guarantee or further subordinate it to all other obligations of the guarantor. In addition, you will lose the benefit of a particular guarantee if it is released under certain circumstances described under "Description of Notes—Brief Description of the Notes and the Note Guarantees—The Note Guarantees."

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There is currently no public market for the notes, and an active trading market may not develop for the notes. The failure of a market to develop for the notes could affect the liquidity and value of the notes.

        There is no existing market for the notes. An active market may not develop for the notes, and there can be no assurance as to the liquidity of any market that may develop for the notes. If an active market does not develop, the market price and liquidity of the notes may be adversely affected.

        The liquidity of the trading market, if any, and future trading prices of the notes will depend on many factors, including, among other things, the number of holders thereof, prevailing interest rates, our operating results, financial performance and prospects, the interest of securities dealers in making a market in the notes, the market for similar securities and the overall securities market, and may be adversely affected by unfavorable changes in these factors. Historically, the market for high-yield debt has been subject to disruptions that have caused substantial fluctuations in the prices of these securities. The market for the notes may be subject to similar disruptions. Any such disruptions may adversely affect the value of the notes. We do not intend to apply for listing of the notes on any securities exchange or for quotation of the notes in any automated dealer quotation system.

Risks Related to Our Business

        For a discussion of risks relating to our business, see Item 1A ("Risk Factors") and Item 7A ("Quantitative and Qualitative Disclosures About Market Risk") in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and our other filings with the SEC that are incorporated into this prospectus by reference.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. Forward-looking statements may include, but are not limited to, projections of revenue, statements relating to our future financial performance, the growth of the market for our services, expansion plans and opportunities and statements regarding our plans, strategies and objectives for future operations. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or "continue," the negative of such terms or other comparable terminology.

        Forward-looking statements reflect our current views about future events, are based on assumptions, and are subject to known and unknown risks and uncertainties. Many important factors could cause actual results or achievements to differ materially from any future results or achievements expressed in or implied by our forward-looking statements, including the factors listed below. Many of the factors that will determine future events or achievements are beyond our ability to control or predict. Certain of these are important factors that could cause actual results or achievements to differ materially from the results or achievements reflected in our forward-looking statements, including, but not limited to:

•

volatility in the prices of metals and plastics;



•

disruptions or shortages in the supply of raw materials;



•

our ability to manage our inventory efficiently;



•

increasing freight and energy prices;



•

cyclicality and seasonality of our customers' businesses;



•

competition in the markets that we serve;



•

relocation of production operations for the manufacturing industry outside the United States;



•

general global, economic, credit and capital market conditions, including interest rate fluctuations; risks related to our international operations;



•

our ability to integrate acquired businesses and realize the benefits we anticipate;



•

risks related to our interests in joint ventures, which we do not manage;



•

disruptions in our business;



•

legal and regulatory compliance; and



•

our substantial indebtedness and covenants related thereto.

        These forward-looking statements reflect our views and assumptions only as of the date such forward-looking statements are made. You should not place undue reliance on forward-looking statements. Except as required by law, we assume no responsibility for updating any forward-looking statements nor do we intend to do so. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. The risks included in this section are not exhaustive. Additional factors that could cause actual results to differ materially from those described in the forward-looking statements are set forth under the heading "Risk Factors" in this prospectus.

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USE OF PROCEEDS

        We will not receive any proceeds from the issuance of the new notes in the exchange offer. This exchange offer is intended to satisfy our obligations under the registration rights agreement, dated as of December 15, 2011, by and among us, the guarantors party thereto, and the initial purchaser of the old notes. In return for issuance of the new notes, we will receive in exchange old notes in like principal amount. We will retire or cancel all of the old notes tendered in the exchange offer.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

        The following table presents our summary historical financial data for the periods and at the dates indicated. The statement of operations and cash flow data for the fiscal years ended December 31, 2009, 2010 and 2011 and the balance sheet data as of December 31, 2010 and 2011 have been obtained from our audited consolidated financial statements and the notes thereto incorporated by reference into this prospectus. The statement of operations and cash flow data for the fiscal years ended December 31, 2007 and 2008 have been obtained from our audited consolidated financial statements and the notes thereto, which are not incorporated by reference herein. The balance sheet data as of December 31, 2007, 2008 and 2009 have been obtained from our audited consolidated financial statements and the notes thereto, which are not incorporated by reference herein. The statement of operations and cash flow data for the three months ended March 31, 2011 and 2012 and the balance sheet data as of March 31, 2012 have been obtained from our unaudited consolidated financial statements incorporated by reference into this prospectus. The balance sheet data as of March 31, 2011 have been obtained from our unaudited consolidated financial statements, which are not incorporated by reference herein. Our historical results are not necessarily indicative of our future performance.

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UNAUDITED PRO FORMA FINANCIAL INFORMATION

        The following unaudited pro forma condensed combined financial statement (the "pro forma financial statement") is based on our historical consolidated financial information, which is included in our Annual Report on Form 10-K for the year ended December 31, 2011 and the consolidated financial information of Tube Supply, Inc. ("Tube Supply" or "TSI"), which is included in Exhibit 99.1 to the Current Report on Form 8-K/A, filed with the SEC on February 28, 2012 and have been prepared to reflect our acquisition of all the outstanding common stock of Tube Supply (the "Acquisition").

        The unaudited pro forma condensed combined statement of operations for the twelve months ended December 31, 2011 give effect to, among other things, the Acquisition and the new debt financing entered into to consummate the Acquisition (collectively referred to as the "Transactions") as if they had occurred on January 1, 2011. The unaudited pro forma condensed combined statement of operations for the twelve months ended December 31, 2011 combines the historical consolidated statement of operations for the Company and Tube Supply for their respective fiscal years ended December 31, 2011 and October 31, 2011. The historical financial information for the twelve month periods is derived from the audited financial statements of the Company and Tube Supply, respectively, but does not include all disclosures required by accounting principles generally accepted in the United States of America

        The pro forma financial statements were prepared using the acquisition method of accounting and are based on certain assumptions which we believe to be reasonable, and will have a continuing impact on us. They do not reflect the cost of any integration activities or benefits that may result from synergies that may be derived from integration activities. The historical consolidated financial information has been adjusted to give effect to the impact of the consideration paid by the Company to Tube Supply's stockholders in connection with the Acquisition and the effect of the new debt financing that coincided with the closing of the Acquisition. The pro forma adjustments related to the Acquisition are based on information available to date. The purchase price allocation is subject to change upon the finalization of items such as, the determination of fair-values of any pre-acquisition contingencies, finalization of working capital adjustments, and certain tax related matters. The actual adjustments described herein were as of the closing date of the Acquisition and may possibly change for the reasons previously noted. Revisions to the preliminary purchase price allocation of the Acquisition could materially change the pro forma amounts of depreciation and amortization, cost of providing services and income tax expense.

        The details of the new debt financing were included in the Company's Report on Form 8-K filed on December 21, 2011. At the date of issuance of the new debt, December 15, 2011, and as of December 31, 2011, we did not have a sufficient number of common shares available to share-settle the conversion option of the senior unsecured convertible notes in full. Therefore, we were unable to elect to issue shares of common stock upon conversion of the unsecured convertible notes to the extent such election would result in the issuance of more than 19.99% of our common stock outstanding immediately prior to the issuance of the unsecured convertible notes until we received shareholder approval for such issuance and shareholder approval for the increase in the number of shares of common stock authorized and available for issuance upon conversion of the unsecured convertible notes. Accordingly, the embedded conversion option within the unsecured convertible notes did not qualify for equity classification and was required to be bifurcated and valued separately as a derivative liability in accordance with Accounting Standards Codification 815, Derivatives and Hedging ("ASC 815"). The debt discount created by the bifurcation of the embedded conversion option is amortized to interest expense using the effective interest method. During each reporting period, the conversion option derivative liability (the "derivative liability") is marked to fair value, with changes in fair value recognized in earnings (interest expense). At the date of issuance and as of December 31, 2011, the fair value of the derivative liability was $22.3 million and $26.4 million, respectively.

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        At our annual shareholders' meeting on April 26, 2012, we received shareholder approval for the issuance of our common stock in excess of the 19.99% limitation and for the increase in the number of shares of common stock authorized and available for issuance upon conversion of the unsecured convertible notes so that we have the ability to share-settle the conversion option in full, the conversion option may qualify for equity classification and the derivative liability may no longer need to be accounted for as a separate derivative on a prospective basis from the date of reassessment. Any remaining debt discount that arose from the original bifurcation will continue to be amortized to interest expense.

        In preparing the unaudited pro forma financial statement, the conversion option is treated as a derivative liability and the value of such liability at the time of issuance of the convertible debt ($22.3 million) was used to determine the additional non-cash interest expense associated with its accretion. Had the issuance of the unsecured convertible notes actually occurred on January 1, 2011, the conversion option may have qualified for equity classification and/or the valuation of the conversion option may have been different. Therefore, the unaudited pro forma combined income statement presented does not include a mark-to-market adjustment of the derivative liability due to the complexities of determining such adjustment for the pro forma periods.

        Tube Supply was considered the primary beneficiary of Willeford-Sorensen, Ltd. ("WSL"), a variable interest entity, since it guaranteed various debt of WSL. Thus, in its historical financial statements WSL was consolidated. The impact of consolidating WSL on Tube Supply's income statement is not significant and, therefore, has been ignored in the pro forma adjustments below. WSL will not be consolidated as part of the Acquisition since the Tube Supply guarantees of various WSL debts were terminated upon closing of the Acquisition.

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Pro Forma Unaudited Condensed Consolidated Statement of Operations

Notes to Unaudited Pro Forma Combined Financial Statements

(1)   Basis of Presentation

        On December 15, 2011, the Company acquired 100 percent of the outstanding common shares of Tube Supply for cash. The accompanying pro forma financial statement presents the pro forma combined results of operations of the combined company based upon historical financial statements of the Company and Tube Supply, after giving effect to the Acquisition adjustments described in these notes. The operating results of Tube Supply from December 15, 2011, the date of acquisition, through December 31, 2011 have been excluded from the pro forma financial statement so that only 52-weeks of activity are presented on a pro forma basis. The exclusion of this activity is reflected in the pro

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forma adjustments column of the pro forma statement. A summary of the operating results for Tube Supply for the period December 15, 2011 through December 31, 2011 is as follows:

        Certain amounts in the Tube Supply historical financial statement have been reclassified to conform to the Company's presentation.

(2)   The Acquisition

        Tube Supply, based in Houston, Texas, is a leading value-added distributor of specialty tubular and bar products for the oil and gas industry. Tube Supply provides high quality products and services primarily to the North American oilfield equipment manufacturing industry. Tube Supply operates two service centers, which are located in Houston, Texas and Edmonton, Alberta. The acquisition of Tube Supply will allow the Company to capitalize on the growing demand and opportunities in the oil and gas sector through new product offerings to an expanded customer base and therefore, provide added value to shareholders, customers and employees.

        The acquisition of Tube Supply was accounted for using the acquisition method. The estimated total purchase price is $184.4 million consisting of the $165.0 million base purchase price, $3.7 million of acquired cash and $15.7 million of estimated working capital adjustments. The following is an estimate of the excess purchase price over the assets acquired and liabilities assumed by the Company as of December 15, 2011 (dollars in millions):

(3)   Pro Forma Adjustments

        The adjustments described in these notes give effect to pro forma events that are (1) directly attributable to the Acquisition and new debt financing entered into to consummate the Acquisition (2) factually supportable and (3) expected to have a continuing impact on the combined results of the Company. The pro forma adjustments are preliminary and based on management's estimates of the fair value and useful lives of the assets acquired and liabilities assumed. The pro forma financial statements do not reflect revenue opportunities, synergies or cost savings the Company may realize after the Acquisition. The pro forma financial statements also do not reflect non-recurring charges. There were no material transactions between the Company and Tube Supply during the periods presented that need to be eliminated.

a

Reclassifications—Certain reclassifications have been made to Tube Supply's historical presentation in order to conform to Castle's historical presentation. These reclassifications had no impact on the historical net income reported by Tube Supply.

b

Cost of materials—Primarily represents the pro forma adjustment to reflect the LIFO expense as the result of having incorporating Tube Supply inventory into the Company's LIFO pool after acquisition.

c

Warehouse, processing and delivery expense—Represents the pro forma adjustment to reflect the estimated rent expense due to new lease terms negotiated on existing properties in use by Tube Supply. As part of the Acquisition, the Company also negotiated a lease for a new building with the former stockholder's of Tube Supply. The terms of this specific lease are considered

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unfavorable to market and, as a result, the Company recognized an adjustment in purchase accounting. However, the impact of amortizing the unfavorable lease adjustment into warehouse, processing and delivery expense over the initial 5-year lease term (a reduction of expense of approximately $0.7 million per year) is not reflected in the pro forma adjustments as the building was not yet fully occupied by Tube Supply during the pro forma periods presented.

d

Selling, general and administrative expense—Represents the pro forma adjustment to reflect the elimination of acquisition and consulting fees incurred related to the Acquisition that are included in the Company's historical financial statements as these are considered non-recurring. Also included is incremental compensation expense related to a 3-year incentive plan for certain personnel of Tube Supply.

e

Depreciation and amortization expense—Represents the pro forma adjustment to reflect the amortization expense resulting from the fair value analysis of Tube Supply's customer relationships in the amount of $48.8 million, tradenames in the amount of $7.7 million, developed technology in the amount of $1.4 million and non-compete agreements in the amount of $1.0 million, respectively. For purposes of the pro forma information, the estimated amortization expense was based on a straight-line amortization period of 12 years for customer relationships, 10 years for tradenames, 3 years for developed technology and 3 years for non-compete agreements, respectively.

f

Interest expense—Represents the pro forma adjustment to interest expense to reflect the following:

(i)

Increase for estimated cash interest on the new debt;

(ii)

Increase for non-cash interest on the new debt due to amortization of debt origination fees, amortization of the original issue discount on the $225.0 million senior secured notes and amortization of derivative liability component of the $57.5 million unsecured convertible notes; and

(iii)

Decrease for interest expense on existing debt.

The write-off of existing deferred debt origination fees of $1.0 million and prepayment penalty of $5.2 million on the retirement of existing debt, respectively, have been excluded from the pro-forma results as they are non-recurring. The underwriting fees for debt financing and the mark-to-market adjustment for the conversion option on the convertible bonds of $7.4 million have also been excluded from the pro forma results as they are non-recurring.

The increase of interest expense on the debt incurred in conjunction with the Acquisition is comprised of cash interest on the senior secured notes of $225.0 million and unsecured convertible notes of $57.5 million at rates of 12.75% and 7.0%, respectively, as well as interest on the new revolving credit facility at an assumed interest rate of 3.0%. The estimated interest expense with respect to the new revolving credit facility assumes that the pro forma outstanding balance of $30.0 million remains constant. A ¹/8% increase or decrease in interest rates used in the pro forma adjustment would not have a significant impact on the amount of expected interest to be paid.

There is non-cash interest expense of approximately $6.0 million annually related to the amortization of (i) the debt origination costs (ii) the original issue discount on the senior secured notes and (iii) the debt discount created by the bifurcation of the embedded conversion option on the unsecured convertible notes. The amortization is based on the effective interest method.

g

Income taxes—Represents pro forma adjustments to reflect the estimated impact of the tax effect of the above pro forma adjustments based on an estimated blended statutory rate of 35% and estimate the impact of income taxes on Tube Supply as a C-Corp. The estimate could change based on changes in the applicable tax rates and finalization of the combined company's tax position.

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h

Earnings per share and shares outstanding—The pro forma weighted average number of basic and diluted shares outstanding reflect the Company's weighted average number of basic and diluted shares of common stock outstanding for the year ended December 31, 2011. As a result of the Acquisition, the Company owns 100 percent of the Tube Supply common stock and, therefore, these shares are not included in the pro forma weighted average number of basic and diluted shares outstanding. The pro forma weighted average number of diluted shares outstanding account for the impact of the outstanding convertible debt utilizing the treasury-stock method.

RATIO OF EARNINGS TO FIXED CHARGES

        The following table sets forth our ratio of earnings to fixed charges for the periods indicated:

        For purposes of computing these ratios, earnings consists of income or loss before income taxes and equity in earnings of joint venture plus amortization of capitalized interest plus distributed income of equity method investee less interest expense capitalized. Fixed charges consist of interest expense (including amortization of debt, discounts and issuance costs), capitalized interest and estimated interest component of rental expense. The ratio is calculated by dividing earnings by the sum of the fixed charges.

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THE EXCHANGE OFFER

Purpose and Effect

        Concurrently with the sale of the old notes on December 15, 2011, we and the guarantors entered into a registration rights agreement with the initial purchaser of the old notes, which requires us to file an exchange offer registration statement under the Securities Act with respect to the new notes (the "exchange offer registration statement") and, upon the effectiveness of the exchange offer registration statement, offer to the holders of old notes who are able to make certain representations the opportunity to exchange their old notes for a like principal amount of new notes. The new notes will be issued without a restrictive legend and may generally be reoffered and resold without registration under the Securities Act.

        Pursuant to the registration rights agreement, we and the guarantors agreed, at our cost, for the benefit of the holders of the notes, to:

•

not later than 120 days after the date of original issuance of the old notes, file the exchange offer registration statement with the SEC with respect to a registered offer to exchange the old notes for new notes evidencing the same continuing indebtedness under, and having terms substantially identical in all material respects to, the old notes (except that the new notes will not contain terms with respect to transfer restrictions); and



•

use our commercially reasonable efforts to cause the exchange offer registration statement to be declared effective under the Securities Act not later than 210 days after the date of original issuance of the old notes.

        Upon the effectiveness of the exchange offer registration statement, we will promptly offer the new notes in exchange for surrender of the old notes. We will keep the registered exchange offer open for not less than 20 business days (or longer if required by applicable law) after the date notice of the registered exchange offer is mailed to the holders of the old notes. For each note surrendered to us pursuant to the registered exchange offer, the holder of such old note will receive a new note having a principal amount equal to that of the surrendered note. Interest on each new note will accrue from the last interest payment date on which interest was paid on the old note surrendered in exchange thereof or, if no interest has been paid on such old note, from the date of its original issue.

        Under existing SEC interpretations, the new notes would be freely transferable by holders of the old notes other than our affiliates after the registered exchange offer without further registration under the Securities Act if the holder of the new notes represents that it is acquiring the new notes in the ordinary course of its business, that it has no arrangement or understanding with any person to participate in the distribution of the new notes and that it is not an affiliate of us, as such terms are interpreted by the SEC; provided that broker-dealers ("participating broker-dealers") receiving new notes in the registered exchange offer will have a prospectus delivery requirement with respect to resales of such new notes. The SEC has taken the position that participating broker-dealers may fulfill their prospectus delivery requirements with respect to new notes (other than a resale of an unsold allotment from the original sale of the old notes) with the prospectus contained in the exchange offer registration statement. Under the registration rights agreement, we will be required to allow participating broker-dealers and other persons, if any, with similar prospectus delivery requirements to use the prospectus contained in the exchange offer registration statement in connection with the resale of such new notes.

        A holder of old notes (other than certain specified holders) who wishes to exchange such old notes for new notes in the registered exchange offer will be required to represent that any new notes to be received by it will be acquired in the ordinary course of its business and that at the time of the commencement of the registered exchange offer it has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the new notes

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and that it is not an "affiliate," as defined in Rule 405 of the Securities Act, of us or if it is an affiliate, that it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable.

Shelf Registration Statement; Additional Interest

        If:

(1)

prior to the consummation of the exchange offer, the holders of a majority in aggregate principal amount of the old notes determine in their reasonable judgment that:



(a)

upon the advice of counsel, the new notes and related guarantees would not, upon receipt, be tradeable by the holders thereof without restriction under the Securities Act and the Exchange Act and without material restrictions under applicable "blue sky" or state securities laws, or



(b)

the interests of the holders under the registration rights agreement, taken as a whole, would be materially adversely affected by the consummation of the exchange offer;



(2)

applicable interpretations of the staff of the SEC would not permit the consummation of the exchange offer;



(3)

the initial purchaser so requests with respect to notes not eligible to be exchanged for new notes in this exchange offer;



(4)

the exchange offer is not consummated within 240 days after the initial issuance of the notes for any reason; or



(5)

any holder of old notes notifies the Company within 60 days following consummation of the exchange offer that:



(a)

it is prohibited by law or SEC policy from participating in the exchange offer;



(b)

it may not resell the new notes and related guarantees acquired by it in the exchange offer to the public without restriction under state or federal securities laws (other than due solely to the status of such holder as an affiliate of the Company within the meaning of the Securities Act); or



(c)

it is a broker-dealer and owns notes acquired directly from the Company or any of its affiliates,

then we and the guarantors will file with the SEC a shelf registration statement to cover resales of the notes and related guarantees by the holders of the notes who satisfy certain conditions relating to the provision of information in connection with the shelf registration statement.

        If obligated to file the shelf registration statement, the Company and the guarantors will use all commercially reasonable efforts to file the shelf registration statement with the SEC on or prior to 30 days after such filing obligation arises and to cause the shelf registration to be declared effective by the SEC on or prior to 90 days after such obligation arises.

        If:

(1)

we and the guarantors fail to file any of the registration statements required by the registration rights agreement on or before the date specified for such filing;



(2)

any of such registration statements is not declared effective by the SEC on or prior to the date specified for such effectiveness (the "effectiveness target date");

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(3)

we and the guarantors fail to consummate the exchange offer within 30 days of the effectiveness target date with respect to the exchange offer registration statement; or



(4)

the shelf registration statement or the exchange offer registration statement is declared effective but thereafter ceases to be effective or usable in connection with resales of notes during the periods specified in the registration rights agreement (each such event referred to in clauses (1) through (4) above, a "registration default"),

then we and the guarantors will pay additional interest to the holders of the notes.

        With respect to the first 90-day period immediately following the occurrence of the first registration default, additional interest will be paid in an amount equal to 0.25% per annum. The amount of the additional interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all registration defaults have been cured, up to a maximum amount of additional interest for all registration defaults of 1.00% per annum. Following the cure of all registration defaults, the accrual of additional interest will cease.

        The summary herein of certain provisions of the registration rights agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the registration rights agreement, a copy of which is filed as an exhibit to the registration statement of which this prospectus is a part.

Resale of New Notes

        Based on interpretations by the SEC set forth in no-action letters issued to third parties, we believe that you may resell or otherwise transfer new notes issued in the exchange offers without complying with the registration and prospectus delivery provisions of the Securities Act, if: you are not an "affiliate" of A. M. Castle & Co. or any guarantor within the meaning of Rule 405 under the Securities Act; you do not have an arrangement or understanding with any person to participate in a distribution of the new notes in violation of the provisions of the Securities Act; you are not engaged in, and do not intend to engage in, a distribution of the new notes; and you are acquiring the new notes in the ordinary course of your business.

        If you are our affiliate or an affiliate of any guarantor, or are engaging in, or intend to engage in, or have any arrangement or understanding with any person to participate in, a distribution of the new notes, or are not acquiring the new notes in the ordinary course of your business: you cannot rely on the position of the SEC set forth in Morgan Stanley & Co. Incorporated (available June 5, 1991) and Exxon Capital Holdings Corp. (available May 13, 1988), as interpreted in the SEC's letter to Shearman & Sterling, publicly available July 2, 1993, or similar no-action letters; and in the absence of an exception from the position stated immediately above, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the new notes.

        This prospectus may be used for an offer to resell, resale or other transfer of new notes only as specifically set forth in this prospectus. With regard to broker-dealers, only broker-dealers that acquired the old notes as a result of market-making activities or other trading activities may participate in the exchange offer. Each broker-dealer that receives new notes for its own account in exchange for old notes, where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. Please read "Plan of Distribution" for more details regarding the transfer of new notes.

Terms of the Exchange Offer

        Upon the terms and subject to the conditions set forth in this prospectus, we will accept any and all old notes validly tendered and not validly withdrawn prior to 11:59 p.m., Eastern time, on Tuesday,

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July 10, 2012, or such date and time to which we extend the offer. Old notes may be tendered only in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

        The new notes will evidence the same debt as the old notes and will be issued under the terms of, and be entitled to the benefits of, the indenture relating to the old notes.

        As of the date of this prospectus, $225 million in aggregate principal amount of notes was outstanding, and there was one registered holder, a nominee of the Depository Trust Company, or DTC. This prospectus is being sent to that registered holder and to others believed to have beneficial interests in the old notes. We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated under the Exchange Act.

        We will be deemed to have accepted for exchange validly tendered old notes when, as and if we have given oral or written notice of the acceptance to U.S. Bank National Association, the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the new notes from us and delivering the new notes to holders. If any tendered old notes are not accepted for exchange because of an invalid tender, the occurrence of certain other events set forth under the heading "—Conditions to the Exchange Offer" or otherwise, such unaccepted old notes will be returned, without expense, to the tendering holder of those old notes promptly after the expiration date unless the exchange offer is extended.

        Holders who tender old notes in the exchange offer will not be required to pay brokerage commissions or fees or transfer taxes with respect to the exchange of old notes in the exchange offer. We will pay all charges and expenses applicable to the exchange offer, other than certain applicable taxes, underwriting discounts, if any, and commissions and transfer taxes, if any, which shall be borne by the holder. See "—Fees and Expenses."

Expiration Date; Extensions; Amendments

        The expiration date for the exchange offer shall be 11:59 p.m., Eastern time, on Tuesday, July 10, 2012, unless we, in our sole discretion, extend the exchange offer, in which case the expiration date shall be the latest date and time to which the exchange offer is extended. In order to extend the exchange offer, we will notify the exchange agent of any extension by oral or written notice, followed by notification by press release or other public announcement to the registered holders of the outstanding notes no later than 9:00 a.m., Eastern time, on the next business day after the previously scheduled expiration date. We reserve the right, in our sole discretion: to delay accepting for exchange any old notes (if we amend or extend the exchange offer), to extend the exchange offer or, if any of the conditions set forth under "—Conditions to the Exchange Offer" shall not have been satisfied, to terminate the exchange offer, by giving oral or written notice of that delay, extension or termination to the exchange agent, or to amend the terms of the exchange offer in any manner.

Conditions to the Exchange Offer

        Notwithstanding any other provision of the exchange offer, we will not be required to accept for exchange, or to issue new notes in exchange for, any old notes and may terminate or amend the exchange offer if at any time before the acceptance of those old notes for exchange or the exchange of the new notes for those old notes, we determine that the exchange offer violates applicable law or any applicable interpretation of the staff of the SEC.

        In addition we will not be obligated to accept for exchange the old notes of any holder that has not made to us the representations described under "—Purpose and Effect" or any other representations as may be reasonably necessary under applicable SEC rules, regulations, or

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interpretations to make available to us an appropriate form of registration of the new notes under the Securities Act.

        We expressly reserve the right at any time or at various times to extend the period of time during which the exchange offer is open. Consequently, we may delay acceptance of any old notes by giving oral or written notice of such extension to their holders. We will return any old notes that we do not accept for exchange for any reason without expense to their tendering holder promptly after the expiration or termination of the exchange offer.

        We expressly reserve the right to amend or terminate the exchange offer and to reject for exchange any old notes not previously accepted for exchange, upon the occurrence of any of the conditions of the exchange offer specified above. We will give notice by press release or other public announcement of any extension, amendment, non-acceptance or termination to the holders of the old notes as promptly as practicable. In the case of any extension, such notice will be issued no later than 9:00 a.m., Eastern time, on the next business day after the previously scheduled expiration date.

        The foregoing conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any such condition or may be waived by us in whole or in part at any time and from time to time in our sole discretion. The failure by us at any time to exercise any of the foregoing rights shall not be deemed a waiver of any of those rights and each of those rights shall be deemed an ongoing right which may be asserted at any time and from time to time.

        In addition, we will not accept for exchange any old notes tendered, and no new notes will be issued in exchange for those old notes, if at such time any stop order shall be in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act of 1939. In any of those events we are required to use every commercially reasonable effort to obtain the withdrawal of any stop order at the earliest practicable date.

Procedures for Tendering

        To tender your old notes in the exchange offer, you must comply with either of the following: complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal, have the signature(s) on the letter of transmittal guaranteed if required by the letter of transmittal and mail or deliver such letter of transmittal or facsimile thereof to the exchange agent at the address set forth below under "—Exchange Agent" prior to the expiration date; or comply with DTC's Automated Tender Offer Program, or ATOP, procedures described below.

        In addition, either the exchange agent must receive certificates for old notes along with the letter of transmittal prior to the expiration date or the exchange agent must receive a timely confirmation of book-entry transfer of old notes into the exchange agent's account at DTC according to the procedures for book-entry transfer described below or a properly transmitted agent's message prior to the expiration date.

        Your tender, if not withdrawn prior to the expiration date, constitutes an agreement between us and you upon the terms and subject to the conditions described in this prospectus and in the letter of transmittal.

        The method of delivery of old notes, letter of transmittal, and all other required documents to the exchange agent is at your election and risk. We recommend that instead of delivery by mail, you use an overnight or hand delivery service, properly insured. In all cases, you should allow sufficient time to assure timely delivery to the exchange agent before the expiration date. You should not send letters of transmittal or certificates representing old notes to us. You may request that your broker, dealer, commercial bank, trust company or nominee effect the above transactions for you.

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        If you are a beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank, trust company, or other nominee and you wish to tender your old notes, you should promptly contact the registered holder and instruct the registered holder to tender on your behalf. If you wish to tender the old notes yourself, you must, prior to completing and executing the letter of transmittal and delivering your old notes, either: make appropriate arrangements to register ownership of the old notes in your name; or obtain a properly completed bond power from the registered holder of old notes.

        The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration date.

        Signatures on the letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc., a commercial bank or trust company having an office or correspondent in the United States or another "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Exchange Act unless the old notes surrendered for exchange are tendered: by a registered holder of the old notes who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on the letter of transmittal; or for the account of an eligible guarantor institution.

        If the letter of transmittal is signed by a person other than the registered holder of any old notes listed on the old notes, such old notes must be endorsed or accompanied by a properly completed bond power. The bond power must be signed by the registered holder as the registered holder's name appears on the old notes and an eligible guarantor institution must guarantee the signature on the bond power.

        If the letter of transmittal or any certificates representing old notes, or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations, or others acting in a fiduciary or representative capacity, those persons should also indicate when signing and, unless waived by us, they should also submit evidence satisfactory to us of their authority to so act.

        If you are a participant that has old notes which are credited to your DTC account by book-entry and which are held of record by DTC, you may tender your old notes by book-entry transfer as if you were the record holder. Because of this, reference herein to registered or record holders include DTC participants with old notes credited to their accounts. If you are not a DTC participant, you may tender your old notes by book-entry transfer by contacting your broker, dealer or other nominee or by opening an account with a DTC participant.

        Participants in DTC's ATOP program must electronically transmit their acceptance of the exchange by causing DTC to transfer the old notes to the exchange agent in accordance with DTC's ATOP procedures for transfer. DTC will then send an agent's message to the exchange agent. The term "agent's message" means a message transmitted by DTC, received by the exchange agent and forming part of the book-entry confirmation, which states that:

•

DTC has received an express acknowledgment from a participant in its ATOP that is tendering old notes that are the subject of the book-entry confirmation;



•

the participant has received and agrees to be bound by the terms and subject to the conditions set forth in this prospectus; and



•

we may enforce the agreement against such participant.

        Your tender, if not withdrawn before the expiration date, will constitute an agreement between you and us in accordance with the terms and subject to the conditions described in this prospectus.

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        We reserve the right in our sole discretion to purchase or make offers for any old notes that remain outstanding after the expiration date or, as set forth under "—Conditions to the Exchange Offer," to terminate the exchange offer and, to the extent permitted by applicable law, purchase old notes in the open market, in privately negotiated transactions, or otherwise. The terms of any such purchases or offers could differ from the terms of the exchange offer.

        Subject to and effective upon the acceptance for exchange and exchange of new notes, a tendering holder of old notes will be deemed to: have agreed to irrevocably sell, assign, transfer and exchange, to us all right, title and interest in, to and under all of the old notes tendered thereby; have represented and warranted that when such old notes are accepted for exchange by us, we will acquire good and marketable title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims; and have irrevocably appointed the exchange agent the true and lawful agent and attorney-in-fact of the holder with respect to any tendered old notes, with full power of substitution to (1) deliver certificates representing such old notes, or transfer ownership of such old notes on the account books maintained by DTC (together, in any such case, with all accompanying evidences of transfer and authenticity), to us, (2) present and deliver such old notes for transfer on our books and (3) receive all benefits and otherwise exercise all rights and incidents of beneficial ownership with respect to such old notes, all in accordance with the terms of the exchange offer.

        Each broker-dealer that receives new notes for its own account in exchange for old notes, where those old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of those new notes. See "Plan of Distribution."

Acceptance of New Notes

        In all cases, we will promptly issue new notes for old notes that we have accepted for exchange under the exchange offer only after the exchange agent timely receives: old notes or a timely book-entry confirmation of such old notes into the exchange agent's account at the book-entry transfer facility; and a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent's message.

        By tendering old notes pursuant to the exchange offer, you will represent to us that, among other things:

•

you are not our affiliate or an affiliate of any guarantor within the meaning of Rule 405 under the Securities Act;



•

you are acquiring the new notes in the ordinary course of your business;



•

you do not have an arrangement or understanding with any person to participate in a distribution of the new notes;



•

you are not engaging in or intend to engage in a distribution of the new notes; and



•

if you are a broker that will receive new notes for your own account in exchange for old notes that were acquired as a result of market-making activities or other trading activities, that you will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder).

        The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. See "Plan of Distribution."

        We will interpret the terms and conditions of the exchange offer, including the letter of transmittal and the instructions to the letter of transmittal, and will resolve all questions as to the validity, form,

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eligibility, including time of receipt, and acceptance of old notes tendered for exchange. Our determinations in this regard will be final and binding on all parties. We reserve the absolute right to reject any and all tenders of any particular old notes not properly tendered or to not accept any particular old notes if the acceptance might, in its or its counsel's judgment, be unlawful. We also reserve the absolute right to waive any defects or irregularities as to any particular old notes prior to the expiration date.

        Unless waived, any defects or irregularities in connection with tenders of old notes for exchange must be cured within such reasonable period of time as we determine. Neither we, the exchange agent, nor any other person will be under any duty to give notification of any defect or irregularity with respect to any tender of old notes for exchange, nor will any of them incur any liability for any failure to give notification. Any old notes received by the exchange agent that are not properly tendered and as to which the irregularities have not been cured or waived will be returned by the exchange agent to the tendering holder, unless otherwise provided in the letter of transmittal, promptly after the expiration date.

Return of Notes

        If we do not accept any tendered old notes for any reason described in the terms and conditions of the exchange offer or if you withdraw or submit old notes for a greater principal amount than you desire to exchange, we will return the unaccepted, withdrawn or non-exchanged notes without expense to you as promptly as practicable.

Book-Entry Transfer

        Promptly after the date of this prospectus, the exchange agent will establish an account with respect to the old notes at DTC, as the book-entry transfer facility, for purposes of the exchange offer. Any financial institution that is a participant in the book-entry transfer facility's system may make book-entry delivery of the old notes by causing the book-entry transfer facility to transfer those old notes into the exchange agent's account at the facility in accordance with the facility's procedures for such transfer. To be timely, book-entry delivery of old notes requires receipt of a confirmation of a book-entry transfer, a "book-entry confirmation," prior to the expiration date. In addition, although delivery of old notes may be effected through book-entry transfer into the exchange agent's account at the book-entry transfer facility, the letter of transmittal or a manually signed facsimile thereof, together with any required signature guarantees and any other required documents, or an agent's message in connection with a book-entry transfer, must, in any case, be delivered or transmitted to and received by the exchange agent at its address set forth on the cover page of the letter of transmittal prior to the expiration date to receive new notes for tendered old notes. Tender will not be deemed made until such documents are received by the exchange agent. Delivery of documents to the book-entry transfer facility does not constitute delivery to the exchange agent.

Withdrawal Rights

        Except as otherwise provided in this prospectus, you may withdraw your tender of old notes at any time prior to 11:59 p.m., Eastern time, on the expiration date.

        For a withdrawal to be effective, the exchange agent must receive a written notice, which may be by facsimile or letter, of withdrawal at its address set forth below under "—Exchange Agent"; or you must comply with the DTC's ATOP procedures.

        Any notice of withdrawal must specify the name of the person who tendered the old notes to be withdrawn, identify the old notes to be withdrawn, including the certificate numbers and principal amount of the old notes and be signed by the holder in the same manner as the original signature on

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the letter of transmittal by which such old notes are tendered (including any required signature guarantees).

        If old notes have been tendered pursuant to the procedures for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn old notes and otherwise comply with the procedures of the facility. We will determine all questions as to the validity, form and eligibility, including time of receipt of notices of withdrawal and our determination will be final and binding on all parties. Any old notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any old notes that have been tendered for exchange but that are not exchanged for any reason will be returned to their holder, without cost to the holder, or, in the case of book-entry transfer, the old notes will be credited to an account at the book-entry transfer facility, promptly after withdrawal, rejection of tender or termination of the applicable exchange offer. Properly withdrawn old notes may be retendered by following the procedures described under "—Procedures for Tendering" above at any time on or prior to the expiration date.

Exchange Agent

        U.S. Bank National Association has been appointed as exchange agent for the exchange offer. Questions, requests for assistance and requests for additional copies of this prospectus or should be directed to the exchange agent addressed as follows:

Fees And Expenses

        We will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. The principal solicitation is being made by mail; however, additional solicitations may be made in person or by telephone by our officers and employees. The estimated cash expenses to be incurred in connection with the exchange offer will be paid by us and will include fees and expenses of the exchange agent, accounting, legal, printing and related fees and expenses.

Transfer Taxes

        We will pay all transfer taxes, if any, applicable to the transfer and exchange of old notes to us in the exchange offer. If transfer taxes are imposed for any other reason, the amount of those transfer taxes, whether imposed on the registered holder or any other persons, will be payable by the tendering holder.

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DESCRIPTION OF THE NOTES

        On December 15, 2011, A. M. Castle & Co. (the "Company"), issued $225,000,000 of 12.75% Senior Secured Notes due 2016 (the "old notes") under an indenture, dated as of December 15, 2011, between the Company, the subsidiary guarantors and U.S. Bank National Association, as trustee (in such capacity, the "Trustee") and the collateral agent (in such capacity, the "Collateral Agent"). As used in this "Description of the Notes," except as otherwise specified, the term "notes" means the old notes and the new notes offered in the exchange transaction that is being registered hereby (the "new notes"). All such notes will be treated as a single class for all purposes under the indenture. 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 of 1939, as amended, which is referred to in this prospectus as the Trust Indenture Act, or TIA.

        You can find the definitions of certain terms used in this description under the subheading "—Certain Definitions." Defined terms used in this description but not defined under "—Certain Definitions" have the meanings assigned to them in the indenture. In this description, the "Company" refers only to A. M. Castle & Co. and not to any of its subsidiaries.

        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 Collateral Documents referred to below under the caption "—Security" will define the terms of the agreements that secure the notes.

        The following description is a summary of the material provisions of the indenture, the registration rights agreement and the Collateral Documents. It does not restate those agreements in their entirety. We urge you to read the indenture, the registration rights agreement and the Collateral Documents because they, and not this description, define your rights as holders of the notes. Copies of the indenture, the registration rights agreement and the Collateral Documents are available as set forth below under "—Additional Information."

        The registered holder of a note will be treated as the owner of it for all purposes. Only registered holders will have rights under the indenture.

The Notes and the Note Guarantees

The Notes

        The notes:

•

are general obligations of the Company;



•

are secured by a Lien, subject to Permitted Liens, on all of the Company's existing and future property and assets, other than Excluded Assets; provided that, such Lien will be contractually subordinated to the Lien on such property and assets that secures the Senior Credit Facility;



•

are pari passu in right of payment with all existing and future senior Indebtedness of the Company; provided that, the notes will be effectively subordinated to its Obligations under the Senior Credit Facility to the extent of the value of the property and assets secured thereby;



•

are effectively subordinated to any existing and future Indebtedness of the Company that is secured by Liens on assets that do not constitute Collateral, to the extent of the value of such assets;



•

are senior in right of payment to any future subordinated Indebtedness of the Company; and



•

are unconditionally guaranteed by the Guarantors.

        As of the date of the indenture, all of our Subsidiaries were "Restricted Subsidiaries." However, under the circumstances described below under the caption "—Certain Covenants—Designation of

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Restricted and Unrestricted Subsidiaries," we are permitted to designate certain of our Subsidiaries as "Unrestricted Subsidiaries." Our Unrestricted Subsidiaries will not be subject to many of the restrictive covenants in the indenture and will not guarantee the notes.

The Note Guarantees

        The full and prompt payment of the Company's payment obligations under the notes are jointly and severally guaranteed by each of the Company's current and future Domestic Restricted Subsidiaries, other than any Immaterial Subsidiaries. The obligations of each Guarantor under its Note Guarantee are limited as necessary to prevent that Note Guarantee from constituting a fraudulent conveyance under applicable law. See "Risk Factors—Risks Related to the Notes—Federal and state fraudulent transfer laws may permit a court to void the notes and the guarantees, subordinate claims in respect of the notes and the guarantees and require noteholders to return payments received and, if that occurs, you may not receive any payments on the notes."

        Each Note Guarantee:

•

is a general obligation of that Guarantor;



•

is secured by a Lien, subject to Permitted Liens, on all of that Guarantor's existing and future property and assets, other than Excluded Assets; provided that, if that Guarantor is a borrower or a guarantor under the Senior Credit Facility, such Lien is contractually subordinated to the Lien on such property and assets that secures the Senior Credit Facility;



•

is pari passu in right of payment with all existing and future senior Indebtedness of that Guarantor; provided that, if the Guarantor is a borrower or a guarantor under the Senior Credit Facility, its Note Guarantee is effectively subordinated to its Obligations under the Senior Credit Facility to the extent of the value of the property and assets secured thereby;



•

is effectively subordinated to any existing and future Indebtedness of that Guarantor that is secured by Liens on assets that do not constitute Collateral, to the extent of the value of such assets; and



•

is senior in right of payment to any future subordinated Indebtedness of that Guarantor.

        Not all of our Subsidiaries guarantee the notes. The notes and Note Guarantees are structurally subordinated to the liabilities, including trade payables, and preferred stock of our Subsidiaries that do not guarantee the notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor Subsidiaries, the non-guarantor Subsidiaries will pay the holders of their debt, their trade creditors and the holders of their preferred stock before they will be able to distribute any of their assets to us. The non-guarantor Subsidiaries (i) generated net sales in the three-month period ended March 31, 2012 in an aggregate amount equal to $77.2 million, which was 21.3% of our consolidated revenues for such period; (ii) held assets with an aggregate book value of $209.0 million as of March 31, 2012, which was 23.6% of our consolidated assets as of such date; and (iii) had $6.5 million of Indebtedness outstanding as of such date, excluding intercompany balances. See "Risk Factors—Risks Related to the Notes—None of our foreign subsidiaries or any unrestricted subsidiaries are guarantors with respect to the notes, and therefore, any claims you may have in respect of the notes are structurally subordinated to the liabilities of those subsidiaries."

        The Note Guarantee of a Guarantor will be released:

(1)

in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate the provisions set forth under the caption "—Repurchase at the Option of Holders—Asset Sales;"

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(2)

in connection with any sale or other disposition of all of the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate the provisions set forth under the caption "—Repurchase at the Option of Holders—Asset Sales;"



(3)

if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of the indenture;



(4)

upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; or



(5)

upon a covenant defeasance, legal defeasance or satisfaction and discharge of the indenture as provided below under the captions "—Legal Defeasance and Covenant Defeasance" and "—Satisfaction and Discharge."

        A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless:

(1)

immediately after giving effect to that transaction, no Default or Event of Default exists; and



(2)

either:



(a)

the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under the indenture, its Note Guarantee, the registration rights agreement and appropriate Collateral Documents pursuant to agreements reasonably satisfactory to the Trustee; or



(b)

the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the indenture.

Principal, Maturity and Interest

        The notes are limited to an aggregate principal amount of $225.0 million, all of which have been issued.

        The Company issues notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The notes will mature on December 15, 2016.

        Interest on the notes will accrue at the rate of 12.750% per annum and will be payable semi-annually in arrears on June 15 and December 15, commencing on June 15, 2012. Interest on overdue principal, interest, premium, if any, and Additional Interest, if any, will accrue at a rate that is 1% higher than the then applicable interest rate on the notes. The Company will make each interest payment to the holders of record on the immediately preceding June 1 and December 1.

        Interest on the notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Methods of Receiving Payments on the Notes

        If a holder of notes has given wire transfer instructions to the Company or the paying agent, the Company will pay all principal, interest, premium, if any, and Additional Interest, if any, on that holder's notes in accordance with those instructions. All other payments on the notes will be made at the office or agency of the paying agent and registrar within the City and State of New York unless the

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Company elects to make interest payments by check mailed to the holders of the notes at their address set forth in the register of holders.

Paying Agent and Registrar for the Notes

        The Trustee will initially act as paying agent and registrar. The Company may change the paying agent or registrar without prior notice to the holders of the notes, and the Company or any of its Subsidiaries may act as paying agent or registrar.

Transfer and Exchange

        A holder may transfer or new notes in accordance with the provisions of the indenture. The registrar and the Trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of notes. Holders will be required to pay all taxes due on transfer. The Company will not be required to transfer or exchange any note selected for redemption. Also, the Company will not be required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed.

Security

General

        Pursuant to one or more Collateral Documents to be made by the Company and the Guarantors in favor of the Collateral Agent (for the benefit of the holders of the notes, the Collateral Agent and the Trustee), the notes, the note Guarantees and all other Obligations under the other notes Documents are secured by a Lien on substantially all of the assets of the Company and the Guarantors, including a pledge of the Capital Stock of each Subsidiary owned directly by the Company or a Guarantor.

        Notwithstanding the foregoing, the Collateral will not include (collectively, the "Excluded Assets"):

(1)

the Voting Stock of any direct Foreign Subsidiary of the Company or a Guarantor in excess of 65% of all of the outstanding Voting Stock of such Foreign Subsidiary;



(2)

rights under any contracts, leases or other instruments that contain a valid and enforceable prohibition on assignment of such rights (other than to the extent that any such prohibition would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), but only for so long as such prohibition exists and is effective and valid;



(3)

property and assets owned by the Company or any Guarantor that are the subject of Permitted Liens described in clause (7) of the definition thereof for so long as such Permitted Liens are in effect and the Indebtedness secured thereby constitutes Permitted Debt described in clause (4) of the definition thereof and the agreements or instruments evidencing or governing such Indebtedness otherwise prohibits any other Liens thereon, but only for so long as such prohibition exists and is effective and valid;



(4)

(i) deposit and securities accounts the balance of which consists exclusively of (a) withheld income taxes and federal, state or local employment taxes in such amounts as are required to be paid to the Internal Revenue Service or state or local government agencies within the following two months with respect to employees of the Company or any of the Guarantors, and (b) amounts required to be paid over to an employee benefit plan pursuant to DOL Reg. Sec. 2510.3-102 on behalf of or for the benefit of employees of the Company or any Guarantor, and (ii) all segregated deposit accounts constituting (and the balance of which consists solely of funds set aside in connection with) tax accounts and trust accounts;

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(5)

motor vehicles or other equipment covered by certificates of title or ownership to the extent that a security interest cannot be perfected solely by filing a UCC-1 financing statement (or similar instrument);



(6)

intent-to-use trademark applications prior to the filing of a "statement of use" with respect thereto, to the extent and for so long as creation by the Company or a Guarantor of a security interest therein would result in the abandonment, invalidation or unenforceability thereof;



(7)

any Capital Stock of the Company's Subsidiaries to the extent that the pledge of such Capital Stock results in the Company being required to file separate financial statements of such Subsidiary with the SEC, but only to the extent necessary for the Company not to be subject to such requirement and only for so long as such requirement is in existence; provided that neither the Company nor any of its Subsidiaries shall take any action in the form of a reorganization, merger or other restructuring a principal purpose of which is to provide for the release of the Lien on any securities pursuant to this clause;



(8)

real property owned by the Company or any of the Guarantors that has a Fair Market Value not exceeding $1.5 million either individually or in the aggregate and any real property leased by the Company or any Guarantor (other than any Existing Specified Leased Property); and



(9)

proceeds and products from any and all of the foregoing excluded collateral described in clauses (1) through (8), unless such proceeds or products would otherwise constitute Collateral securing the notes;

provided, that notwithstanding anything to the contrary, to the extent that the Company or a Guarantor grants a Lien on any asset or right described in clause (1) through (9) above (other than clause (7)) to secure Obligations under the Senior Credit Facility, such asset or right shall not constitute an "Excluded Asset."

        In addition, with respect to clause (7) above, in the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any Subsidiary of the Company due to the fact that such Subsidiary's Capital Stock secures the notes, then the Capital Stock of such Subsidiary will automatically be deemed not to be part of the Collateral securing the notes, but only to the extent necessary not to be subject to such requirement and only for so long as required not to be subject to such requirement. In such event, the Collateral Documents may be amended or modified, without the consent of any holder of the notes, to the extent necessary to release the security interests in favor of the Collateral Agent on the Capital Stock that are so deemed to no longer constitute part of the Collateral for the notes. In the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary's Capital Stock to secure the notes in excess of the amount then pledged without the filing with the SEC (or any other governmental agency) of separate financial statements of such Subsidiary, then the Capital Stock of such Subsidiary will automatically be deemed to be a part of the Collateral for the notes.

        So long as no Event of Default has occurred and is continuing, and subject to certain terms and conditions set forth in the Collateral Documents, the Company and the Guarantors will be entitled to receive all cash dividends, interest and other payments made upon or with respect to the Collateral and to exercise any voting and other consensual rights pertaining to the Collateral.

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        Upon the occurrence and during the continuance of an Event of Default, subject to terms of the Intercreditor Agreement (as defined below):

(1)

all rights of the Company and the Guarantors to receive all cash dividends, interest and other payments made upon or with respect to the Collateral will cease and such cash dividends, interest and other payments will be paid to the Collateral Agent;



(2)

all voting or other consensual rights pertaining to the Collateral will become vested solely in the Collateral Agent and the right of the Company and the Guarantors to exercise any such voting and consensual rights will cease in accordance with the terms of the Collateral Documents; and



(3)

the Collateral Agent may take possession of and sell the Collateral or any part of the Collateral in accordance with the terms of the Collateral Documents.

        Subject to terms of the Intercreditor Agreement, the Collateral Agent will, as directed by the Trustee acting at the direction of the holders of the notes, determine the circumstances and manner in which the Collateral will be disposed of, including, but not limited to, the determination of whether to release all or any portion of the Collateral from the Liens created by the Collateral Documents and whether to foreclose on the Collateral following an Event of Default.

        The Liens created by the indenture and the Collateral Documents to secure the Obligations of the Company and the Guarantors under the notes and the Note Guarantees will be released upon:

(1)

the full and final payment and performance of the Obligations of the Company under the indenture, the notes and the Note Guarantees;



(2)

legal or covenant defeasance pursuant to the provisions set forth under the caption "—Legal and Covenant Defeasance" or discharge of the indenture in accordance with the provisions set forth under the caption "—Satisfaction and Discharge;" or



(3)

the consent of holders of at least 66²/3% in aggregate principal amount of the notes then outstanding.

        In addition, the Collateral Agent will release from the Lien created by the Collateral Documents:

(1)

Collateral that is sold, transferred, disbursed or otherwise disposed of to a Person other than the Company or a Guarantor to the extent such sale, transfer, disbursement or disposition is not prohibited by the provisions of the indenture; provided that any products or proceeds received by the Company or a Guarantor in respect of any such Collateral shall continue to constitute Collateral to the extent required by the indenture and the Collateral Documents;



(2)

the property and assets of a Guarantor upon the release of such Guarantor from its Note Guarantee in accordance with the terms of the indenture;



(3)

any property or asset of the Company or a Guarantor that is or becomes an Excluded Asset;



(4)

any Collateral upon consent of holders of a majority in aggregate principal amount of notes outstanding; and



(5)

to the extent required by the Intercreditor Agreement;

provided that, notwithstanding any other provision of the indenture or the Collateral Documents, Liens securing all or substantially all of the Collateral may be released only pursuant to the terms of the previous paragraph.

        No appraisals of any Collateral have been prepared in connection with the offering of notes. The value of the Collateral at any time will depend on market and other economic conditions, including the availability of suitable buyers for the Collateral. In the event of a foreclosure, liquidation, bankruptcy

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or similar proceeding, no assurance can be given that the proceeds from any sale or liquidation of the Collateral will be sufficient to pay the Company's Obligations under the notes or any of the Guarantors' Obligations under the Note Guarantees, in full or at all. See "Risk Factors—Risks Related to the Notes—The value of the collateral securing the notes may not be sufficient to pay the amounts owed under the notes. As a result, holders of the notes may not receive full payment on their notes following an event of default."

        In addition, because a portion of the Collateral may in the future consist of pledges of a portion of the Capital Stock of certain of our Foreign Subsidiaries, the validity of those pledges under applicable foreign law, and the ability of the holders of notes to realize upon that Collateral under applicable foreign law, to the extent applicable, may be limited by such law, which limitations may or may not affect such Liens.

        If the proceeds of any of the Collateral were not sufficient to repay all amounts due on the notes, the holders of the notes (to the extent not repaid from the proceeds of the sale of the Collateral) would have only an unsecured claim against the remaining assets of the Company and the Guarantors.

        The Company will otherwise comply with the provisions of TIA §314.

        To the extent applicable, the Company will cause TIA §313(b), relating to reports, and TIA §314(d), relating to the release of property or securities or relating to the substitution therefor of any property or securities to be subjected to the Lien of the Collateral Documents, to be complied with. Any certificate or opinion required by TIA §314(d) may be made by an authorized officer of the Company except in cases where TIA §314(d) requires that such certificate or opinion be made by an independent Person, which Person will be an independent engineer, appraiser or other expert selected or reasonably satisfactory to the Trustee.

Intercreditor Agreement

        The Senior Credit Facility Agent, on behalf of the Senior Credit Facility Secured Parties, and the Collateral Agent, on behalf of the notes Secured Parties, entered into the Intercreditor Agreement. By their acceptance of the notes, the holders of the notes are deemed to have authorized the Collateral Agent to enter into the Intercreditor Agreement, which will, among other things, provide for the following:

        Lien Priorities.    Notwithstanding the date, manner or order of grant, attachment or perfection of any Liens granted to Senior Credit Facility Agent or the Senior Credit Facility Secured Parties or Collateral Agent or the notes Secured Parties and notwithstanding any provision of the UCC, or any applicable law or any provisions of the Senior Credit Facility Documents or the notes Documents or any other circumstance whatsoever: (a) any Lien on the Collateral securing the Senior Credit Facility Debt (other than Senior Credit Facility Debt Excess) now or hereafter held by or for the benefit or on behalf of any Senior Credit Facility Secured Party or any agent or trustee therefor will be senior in right, priority, operation, effect and in all other respects to any Lien on the Collateral securing the notes Debt now or hereafter held by or for the benefit or on behalf of any Notes Secured Party or any agent or trustee therefor; and (b) any Lien on the Collateral securing any of the notes Debt now or hereafter held by or for the benefit or on behalf of any notes Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, will be junior and subordinate in all respects to all Liens on the Collateral securing any Senior Credit Facility Debt (other than Senior Credit Facility Debt Excess). All Liens on the Collateral securing any Senior Credit Facility Debt (other than Senior Credit Facility Debt Excess) will be and remain senior in all respects and prior to all Liens on the Collateral securing any notes Debt for all purposes, whether or not such Liens securing any Senior Credit Facility Debt are subordinated to any Lien securing any other obligation of the Company or any Guarantor or any other Person.

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        Prohibition on Contesting Liens.    Each of Senior Credit Facility Agent, for itself and on behalf of the other Senior Credit Facility Secured Parties, and Collateral Agent, for itself and on behalf of the other notes Secured Parties, will not (and waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the perfection, priority, validity or enforceability of a Lien held by or for the benefit or on behalf of any Senior Credit Facility Secured Party in any Collateral or by or on behalf of any notes Secured Party in any Collateral; provided, that, nothing in the Intercreditor Agreement will be construed to prevent or impair the rights of the any Senior Credit Facility Secured Party or notes Secured Party to enforce the Intercreditor Agreement.

        No New Liens.    So long as the Discharge of Senior Credit Facility Debt (other than the Senior Credit Facility Debt Excess) has not occurred, if any notes Secured Party holds any Lien on any assets of the Company or any Guarantor securing any notes Debt that are not also subject to the first priority Lien of Senior Credit Facility Agent under the Senior Credit Facility Documents (unless as a result of the written waiver by Senior Credit Facility Agent of such Lien), the Collateral Agent, upon demand by Senior Credit Facility Agent, the Company or such Guarantor, will, at Senior Credit Facility Agent's option, either release such Lien or assign it to Senior Credit Facility Agent as security for the Senior Credit Facility Debt, or the Company or such Guarantor will grant a Lien thereon to Senior Credit Facility Agent in a manner and on terms satisfactory to Senior Credit Facility Agent. To the extent that the foregoing is not complied with for any reason, without limiting any other right or remedy available to Senior Credit Facility Agent or any other Senior Credit Facility Secured Party, any amount received by or distributed to any notes Secured Party pursuant to or as a result of any Lien granted in contravention of the foregoing will be subject to "—Application of Proceeds".

        Similar Liens and Agreements.    The parties to the Intercreditor Agreement agree, subject to the other terms of the Intercreditor Agreement, upon request by Senior Credit Facility Agent or Collateral Agent, as the case may be, to advise the other from time to time of the Collateral for which such party has taken steps to perfect its Liens and to identify the parties obligated under the Senior Credit Facility Documents or the notes Documents, as the case may be. The parties to the Intercreditor Agreement also agree to use commercially reasonable efforts to provide notice to each other of any new Liens on any assets of the Company or any Guarantor and agree to provide copies of all security documents relating to such new Liens to each other, with any associated costs or expenses to be paid by the Company or the applicable Guarantor(s).

        Exercise of Rights and Remedies.    Collateral Agent, for itself and on behalf of the other notes Secured Parties:

        (a)   will not, so long as the Discharge of Senior Credit Facility Debt (other than the Senior Credit Facility Debt Excess) has not occurred, enforce or exercise, or seek to enforce or exercise, any rights or remedies (including any right of setoff or notification of account debtors) with respect to any Collateral (including the enforcement of any right under any lockbox agreement, account control agreement, landlord waiver or bailee's letter or any similar agreement or arrangement to which Collateral Agent or any other notes Secured Party is a party) or commence or join with any Person (other than Senior Credit Facility Agent) in commencing, or filing a petition for, any action or proceeding with respect to such rights or remedies (including such enforcement or exercise in any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding); provided that, subject at all times applicable provisions of the Intercreditor Agreement, Collateral Agent may enforce or exercise any or all such rights and remedies, or commence or petition for any such action or proceeding, after a period ending (i) with respect to any notes Non-Payment Default, the date which is one hundred eighty (180) days after the receipt by Senior Credit Facility Agent of a default notice from Collateral Agent declaring, in writing, the occurrence of such notes Non-Payment Default or (ii) with respect to any notes Payment Default, the date which is one

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hundred twenty (120) days after the receipt by Senior Credit Facility Agent of a default notice declaring, in writing, the occurrence of such notes Payment Default (the "Standstill Period"); provided, that, as of the expiration of the Standstill Period, the applicable notes Event of Default that was the subject of the default notice received by the Senior Credit Facility Agent remains uncured, unremedied or unwaived as of the expiration of the Standstill Period; provided, further, however, that, notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event will Collateral Agent or any other notes Secured Party enforce or exercise any rights or remedies with respect to any Collateral, or commence or petition for any such action or proceeding (including the taking of such enforcement or exercise in any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding, if Senior Credit Facility Agent or any other Senior Credit Facility Secured Party has commenced, prior to the expiration of the Standstill Period, a Lien enforcement action and is pursuing the same in good faith (including any of the following, if undertaken and pursued to consummate the sale of such Collateral within a commercially reasonable time: solicitation of bids from third parties to conduct the liquidation of all or any material portion of the Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all or any material portion of the Collateral, the notification of account debtors to make payments to Senior Credit Facility Agent or its agents, the initiation of any action to take possession of all or any material portion of the Collateral or the commencement of any legal proceedings or actions against or with respect to all or any material portion of the Collateral);

        (b)   will not contest, protest or object to any Lien enforcement action brought by Senior Credit Facility Agent or any other Senior Credit Facility Secured Party, or any other enforcement or exercise by any Senior Credit Facility Secured Party of any rights or remedies relating to the Collateral under the Senior Credit Facility Documents or otherwise, so long as the Liens of Collateral Agent attach to the proceeds thereof subject to the relative priorities set forth in the Intercreditor Agreement and such actions or proceedings are being pursued in good faith;

        (c)   will not object to the forbearance by Senior Credit Facility Agent or the other Senior Credit Facility Secured Parties from commencing or pursuing any Lien enforcement action or any other enforcement or exercise of any rights or remedies with respect to any of the Collateral;

        (d)   will not, so long as the Discharge of Senior Credit Facility Debt (other than the Senior Credit Facility Debt Excess) has not occurred and except for actions permitted under clause (a) above, take or receive any Collateral, or any proceeds thereof or payment with respect thereto, in connection with the exercise of any right or remedy (including any right of setoff) with respect to any Collateral or in connection with any insurance policy award or any condemnation award (or deed in lieu of condemnation);

        (e)   will not take any action that would, or could reasonably be expected to, hinder, in any manner, any exercise of remedies under the Senior Credit Facility Documents, including any sale or other disposition of any Collateral, whether by foreclosure or otherwise and acknowledges and agrees that no covenant, agreement or restriction contained in any notes Document will be deemed to restrict in any way the rights and remedies of Senior Credit Facility Agent or the other Senior Credit Facility Secured Parties with respect to the Collateral as set forth in the Intercreditor Agreement and the Senior Credit Facility Documents;

        (f)    will not object to the manner in which Senior Credit Facility Agent or any other Senior Credit Facility Secured Party may seek to enforce or collect the Senior Credit Facility Debt or the Liens of such Senior Credit Facility Secured Party, regardless of whether any action or failure to act by or on behalf of Senior Credit Facility Agent or any other Senior Credit Facility Secured Party is, or could be, adverse to the interests of the notes Secured Parties, and will not assert, and

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hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Collateral or any other rights a junior secured creditor may have under applicable law with respect to the matters described in this clause (f); provided, that, at all times Senior Credit Facility Agent is acting in good faith; and

        (g)   will not attempt, directly or indirectly, whether by judicial proceeding or otherwise, to challenge or question the validity or enforceability of any Senior Credit Facility Debt or any Lien of Senior Credit Facility Agent or the Intercreditor Agreement, or the validity or enforceability of the priorities, rights or obligations established by the Intercreditor Agreement.

        Notwithstanding anything to the contrary set forth under the section "Exercise of Rights and Remedies" or elsewhere in the Intercreditor Agreement, the notes Secured Parties will at all times be permitted to take any Permitted notes Action against the Company or any Guarantor.

        Rights As Unsecured Creditors.    To the extent not inconsistent with or otherwise prohibited by the terms of the Intercreditor Agreement, Collateral Agent and the other notes Secured Parties may exercise rights and remedies as an unsecured creditor against any the Company and any Guarantor in accordance with the terms of the notes Documents and applicable law. For purposes hereof, the rights of an unsecured creditor do not include a creditor that holds a judgment Lien. Nothing in the Intercreditor Agreement will prohibit the receipt by Collateral Agent or any other notes Secured Parties of the required payments of interest, principal, fees and premium, if any, so long as such receipt is not the direct or indirect result of the exercise by Collateral Agent or any other notes Secured Party of foreclosure rights or other remedies as a secured creditor or enforcement in contravention of the Intercreditor Agreement of any Lien held by any of them or any other act in contravention of the Intercreditor Agreement.

        Release of Liens under Notes Documents.    (a) If in connection with any sale, lease, license, exchange, transfer or other disposition of any Collateral permitted under the terms of the Senior Credit Facility Documents (whether or not an event of default or equivalent event thereunder, and as defined therein, has occurred and is continuing) or consented to or approved by Senior Credit Facility Agent or in connection with the exercise of Senior Credit Facility Agent's remedies in respect of the Collateral provided for in the provisions of the Intercreditor Agreement pertaining to exercise of rights and remedies (provided that, (x) after giving effect to the release, Senior Credit Facility Debt secured by the first priority Liens on the remaining Collateral remain outstanding, and (y) the Net Proceeds of any such sale, lease, license, exchange, transfer or other disposition are applied in accordance with the provisions of the Intercreditor Agreement pertaining to application of proceeds, Senior Credit Facility Agent, for itself or on behalf of any of the other Senior Credit Facility Secured Parties, releases any of its Liens on any part of the Collateral, then effective upon the consummation of such sale, lease, license, exchange, transfer or other disposition:

          (i)  the Liens, if any, of Collateral Agent, for itself or for the benefit of the notes Secured Parties, on such Collateral will be automatically, unconditionally and simultaneously released to the same extent as the release of Senior Credit Facility Agent's Lien,

         (ii)  Collateral Agent, for itself or on behalf of the notes Secured Parties, will promptly upon the request of Senior Credit Facility Agent execute and deliver such release documents and confirmations of the authorization to file UCC amendments and terminations or PPSA discharges or financing charge statements provided for in the Intercreditor Agreement, as applicable, in each case as Senior Credit Facility Agent may require in its permitted discretion in connection with such sale or other disposition by Senior Credit Facility Agent, Senior Credit Facility Agent's agents, the Company or any Guarantor with the consent of Senior Credit Facility Agent to evidence and effectuate such termination and release; provided, that, any such release, UCC amendment or termination or PPSA discharges or financing charge statements by Collateral Agent will not extend

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to or otherwise affect any of the rights, if any, of Collateral Agent to the proceeds from any such sale or other disposition of Collateral and the Company shall deliver to the Collateral Agent such legal opinions, officer's certificates and other documents as may be required by the notes Documents in connection with releases of Collateral,

        (iii)  Collateral Agent, for itself or on behalf of the other notes Secured Parties, will be deemed to have authorized Senior Credit Facility Agent to file UCC amendments and terminations covering the Collateral so sold or otherwise disposed of as to UCC financing statements between the Company or any Guarantor and Collateral Agent or any other notes Secured Party (in the case of Collateral subject to the UCC) to evidence such release and termination, and

        (iv)  Collateral Agent, for itself or on behalf of the notes Secured Parties, is deemed to have consented under the notes Documents to such sale, lease, license, exchange, transfer or other disposition to the same extent as the consent of Senior Credit Facility Agent and the other Senior Credit Facility Secured Parties.

        (b)   Until the Discharge of Senior Credit Facility Debt (other than the Senior Credit Facility Debt Excess) has occurred, Collateral Agent, for itself and on behalf of the other notes Secured Parties, irrevocably constitutes and appoints Senior Credit Facility Agent and any officer or agent of Senior Credit Facility Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Collateral Agent or such holder or in Senior Credit Facility Agent's own name, from time to time in Senior Credit Facility Agent's discretion, for the limited purpose of carrying out the terms of the provisions of the Intercreditor Agreement pertaining to the release of the Liens of the notes Secured Parties, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of such provisions, including any termination statements, endorsements or other instruments of transfer or release. The power of attorney granted therein is a power coupled with an interest, will survive the legal incapacity of the Collateral Agent and extends to the successors of the Collateral Agent. Nothing contained in the Intercreditor Agreement will be construed to modify the obligation of Senior Credit Facility Agent to act in a commercially reasonable manner in the exercise of its rights to sell, lease, license, exchange, transfer or otherwise dispose of any Collateral.

        Insurance and Condemnation Awards.    So long as the Discharge of Senior Credit Facility Debt (other than the Senior Credit Facility Debt Excess) has not occurred, Senior Credit Facility Agent and the other Senior Credit Facility Secured Parties will have the sole and exclusive right, subject to the rights of the Company and the Guarantors under the Senior Credit Facility Documents, to settle and adjust claims in respect of Collateral under policies of insurance and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation in respect of the Collateral. So long as the Discharge of Senior Credit Facility Debt has not occurred, all proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, will be applied in accordance with the provisions of the Intercreditor Agreement pertaining to application of proceeds. Until the Discharge of Senior Credit Facility Debt (other than the Senior Credit Facility Debt Excess), if Collateral Agent or any other notes Secured Party receives any proceeds of any such insurance policy or any such award or payment, it will pay such proceeds over to Senior Credit Facility Agent in accordance with "—Application of Proceeds".

        Application of Proceeds.    So long as the Discharge of Senior Credit Facility Debt (other than the Senior Credit Facility Debt Excess) has not occurred , the Collateral or proceeds thereof received in connection with the sale or other disposition of, or collection on, such Collateral upon the exercise of

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remedies (including without limitation in connection with an Insolvency or Liquidation Proceeding), will be applied in the following order of priority:

first, to the Senior Credit Facility Debt and for cash collateral as required under the Senior Credit Facility Documents, and in such order as specified in the relevant Senior Credit Facility Documents until the Discharge of Senior Credit Facility Debt (other than the Senior Credit Facility Debt Excess) has occurred;

second, to the notes Debt in such order as specified in the relevant notes Documents until the discharge of notes Debt has occurred;

third, to the Senior Credit Facility Debt Excess; and

fourth, to the Company or applicable Guarantor or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

        After the Discharge of Senior Credit Facility Debt (other than the Senior Credit Facility Debt Excess), so long as the discharge of Notes Debt has not occurred, to the extent permitted under applicable law and without risk of legal liability to Senior Credit Facility Agent or any other Senior Credit Facility Secured Party, Senior Credit Facility Agent will deliver to Collateral Agent, without representation or recourse, any proceeds of Collateral held by it at such time in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. After the Discharge of Senior Credit Facility Debt (other than the Senior Credit Facility Debt Excess), so long as the discharge of notes Debt has not occurred, the Collateral or proceeds thereof received in connection with the sale or other disposition of, or collection on, such Collateral upon the exercise of remedies (including without limitation in connection with an Insolvency or Liquidation Proceeding), will be applied in the following order of priority:

first, to the notes Debt in such order as specified in the relevant notes Documents until the discharge of notes Debt has occurred;

second, to the Senior Credit Facility Debt Excess; and

third, to the Company or any applicable Guarantor or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

        The foregoing provisions of the Intercreditor Agreement are intended solely to govern the respective Lien priorities as between Collateral Agent and Senior Credit Facility Agent and will not impose on Senior Credit Facility Agent or any other Senior Credit Facility Secured Party any obligations in respect of the disposition of proceeds of foreclosure on any Collateral which would conflict with prior perfected claims therein in favor of any other Person or any order or decree of any court or other governmental authority or any applicable law.

        Payments Over.    So long as the Discharge of Senior Credit Facility Debt (other than the Senior Credit Facility Debt Excess) has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any Guarantor, any Collateral or proceeds thereof or payment with respect thereto received by Collateral Agent or any other notes Secured Party (including any right of set-off) with respect to the Collateral, and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), will be segregated and held in trust and promptly transferred or paid over to Senior Credit Facility Agent for the benefit of the Senior Credit Facility Secured Parties in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. Senior Credit Facility Agent is authorized to make any such endorsements or assignments as agent for Collateral Agent. This authorization is irrevocable.

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        Each Agent as Bailee.    Each Agent agrees to hold any Collateral that can be perfected by the possession or control of such Collateral or of any account in which such Collateral is held (the "Pledged Collateral") as bailee and agent for and on behalf of the other Agent solely for the purpose of perfecting the Lien granted to the other Agent in such Pledged Collateral (including any securities or any deposit accounts or securities accounts) pursuant to the Senior Credit Facility Documents or notes Documents, as applicable.

        Until the Discharge of Senior Credit Facility Debt (other than the Senior Credit Facility Debt Excess) has occurred, Senior Credit Facility Agent will be entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Credit Facility Documents as if the Liens of Collateral Agent under the notes Documents did not exist. Until the Discharge of Senior Credit Facility Debt (other than the Senior Credit Facility Debt Excess) has occurred, the rights of Collateral Agent will at all times be subject to the terms of the Intercreditor Agreement and to Senior Credit Facility Agent's rights under the Senior Credit Facility Documents.

        Each Agent will have no obligation whatsoever to the other Agent or any other Secured Party to assure that the Pledged Collateral is genuine or owned by the Company or any Guarantor or to preserve rights or benefits of any Person except as expressly set forth in the Intercreditor Agreement. The duties or responsibilities of each Agent in connection therewith will be limited solely to holding the Pledged Collateral as bailee and agent for and on behalf of the other Agent for purposes of perfecting the Lien held by the other Agent.

        Each Agent will not have by reason of the Senior Credit Facility Documents, the notes Documents or the Intercreditor Agreement or any other document a fiduciary relationship in respect of the other Agent or any of the other Secured Parties and will not have any liability to the other Agent or any other Secured Party in connection with its holding the Pledged Collateral, other than for its gross negligence or willful misconduct as determined by a final, non-appealable order of a court of competent jurisdiction.

        Transfer of Pledged Collateral.    Upon the Discharge of Senior Credit Facility Debt (other than the Senior Credit Facility Debt Excess), to the extent permitted under applicable law, Senior Credit Facility Agent will, without recourse or warranty, transfer the possession and control of the Pledged Collateral, if any, then in its possession or control to Collateral Agent, except in the event and to the extent (a) Senior Credit Facility Agent or any other Senior Credit Facility Secured Party has retained or otherwise acquired such Collateral (i) in full or partial satisfaction of any of the Senior Credit Facility Debt or (ii) as cash collateral, to the extent contemplated by the Intercreditor Agreement, (b) such Collateral is sold or otherwise disposed of by Senior Credit Facility Agent or any other Senior Credit Facility Secured Party or by the Company or any Guarantor as provided in the Intercreditor Agreement or (c) it is otherwise required by any order of any court or other governmental authority or applicable law or would result in the risk of liability of Senior Credit Facility Agent or any Senior Credit Facility Secured Party to any third party. The foregoing will not impose on Senior Credit Facility Agent or any other Senior Credit Facility Secured Party any obligations which would conflict with prior perfected claims therein in favor of any other Person or any order or decree of any court or other governmental authority or any applicable law. After the Discharge of Senior Credit Facility Debt (other than the Senior Credit Facility Debt Excess) and upon the discharge of notes Debt, the Collateral Agent will transfer the possession and control of the Pledged Collateral, together with any necessary endorsements but without recourse or warranty (i) if any Senior Credit Facility Debt Excess is outstanding at such time, to Senior Credit Facility Agent, and (ii) if no Senior Credit Facility Debt is outstanding at such time, to the Company or applicable Guarantor, in each case so as to allow such Person to obtain possession and control of such Pledged Collateral. In connection with any transfer under clause (i) of the immediately preceding sentence, the Collateral Agent agrees, at the sole cost and expense of the Company or applicable Guarantor(s), to take all actions in its power as shall be reasonably requested

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by Senior Credit Facility Agent to permit Senior Credit Facility Agent to obtain a first priority security interest in the Pledged Collateral.

        Bankruptcy Financing.    If the Company or any Guarantor becomes subject to any Insolvency or Liquidation Proceeding, until the Discharge of Senior Credit Facility Debt (other than the Senior Credit Facility Debt Excess) has occurred, Collateral Agent, for itself and on behalf of the other notes Secured Parties, agrees that each notes Secured Party will raise no objection to, nor support any other Person objecting to, and will be deemed to have consented to, the use of any Collateral constituting cash collateral under Section 363 of the Bankruptcy Code, or any comparable provision of any other bankruptcy law or any post-petition or post-filing financing, provided by any Senior Credit Facility Secured Party under Section 364 of the Bankruptcy Code, or any comparable provision of any other bankruptcy law or pursuant to an order granted in any Insolvency or Liquidation Proceeding granting a priority debtor-in-possession or interim financing charge (a "DIP Financing"), will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as otherwise set forth in the Intercreditor Agreement and will subordinate (and will be deemed to have subordinated) the Liens granted to notes Secured Parties to such DIP Financing on the same terms as such Liens are subordinated to the Liens granted to Senior Credit Facility Agent (and such subordination will not alter in any manner the terms of the Intercreditor Agreement), to any adequate protection provided to the Senior Credit Facility Secured Parties and to any "carve out" agreed to by Senior Credit Facility Agent; provided, that:

          (i)  Senior Credit Facility Agent does not oppose or object to such use of cash collateral or DIP Financing,

         (ii)  the aggregate principal amount of such DIP Financing, together with the Senior Credit Facility Debt as of such date, does not exceed the Maximum Priority Senior Credit Facility Debt, and the DIP Financing is treated as Senior Credit Facility Debt hereunder,

        (iii)  the Liens granted to the Senior Credit Facility Secured Parties in connection with such DIP Financing are subject to the Intercreditor Agreement and considered to be Liens of Senior Credit Facility Agent for purposes hereof,

        (iv)  Collateral Agent retains a Lien on the Collateral (including proceeds thereof) with the same priority as existed prior to such Insolvency or Liquidation Proceeding (except to the extent of any "carve out" agreed to by Senior Credit Facility Agent),

         (v)  Collateral Agent receives replacement Liens on all post-petition or post-filing assets of the Company or any Guarantor in which any of Senior Credit Facility Agent obtains a replacement Lien, or which secure the DIP Financing, with the same priority relative to the Liens of Senior Credit Facility Agent as existed prior to such Insolvency or Liquidation Proceeding, and

        (vi)  the notes Secured Parties may oppose or object to such use of cash collateral or DIP Financing on the same bases as an unsecured creditor, so long as such opposition or objection is not based on the notes Secured Parties' status as secured creditors and in connection with such opposition or objection, the notes Secured Parties affirmatively state that the notes Secured Parties are undersecured secured creditors. No notes Secured Party will, directly or indirectly, provide, or seek to provide DIP financing secured by Liens equal or senior in priority to the Liens on the Collateral of Senior Credit Facility Agent, without the prior written consent of Senior Credit Facility Agent.

        So long as the Discharge of Senior Credit Facility Debt has not occurred, no notes Secured Party will, without the prior written consent of Senior Credit Facility Agent, seek or request relief from or modification of the automatic stay or any other stay proceedings in any Insolvency or Liquidation Proceeding in respect of any part of the Collateral, any proceeds thereof or any Lien securing any of the notes Debt.

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        Neither Collateral Agent nor the other notes Secured Parties will object, contest, or support any other Person objecting to or contesting, (i) any request by Senior Credit Facility Agent or any of the other Senior Credit Facility Secured Parties for adequate protection or any adequate protection provided to Senior Credit Facility Agent or other Senior Credit Facility Secured Parties or (ii) any objection by Senior Credit Facility Agent or any of the other Senior Credit Facility Secured Parties to any motion, relief, action or proceeding based on a claim of a lack of adequate protection or (iii) the payment of interest, fees, expenses or other amounts to Senior Credit Facility Agent or any other Senior Credit Facility Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or under any comparable provision of any other bankruptcy law.

        Neither Collateral Agent nor the other notes Secured Parties will seek or accept adequate protection without the prior written consent of Senior Credit Facility Agent; except, that, Collateral Agent, for itself or on behalf of the other notes Secured Parties, will be permitted (i) to obtain adequate protection in the form of the benefit of additional or replacement Liens on the Collateral (including proceeds thereof arising after the commencement of any Insolvency or Liquidation Proceeding), or additional or replacement collateral to secure the notes Debt, in connection with any DIP Financing or use of cash collateral, or in connection with any such adequate protection obtained by Senior Credit Facility Agent and the other Senior Credit Facility Secured Parties, as long as in each case, Senior Credit Facility Agent is also granted such additional or replacement Liens or additional or replacement collateral and such Liens of Collateral Agent or any other notes Secured Party are subordinated to the Liens securing the Senior Credit Facility Debt to the same extent as the Liens of Collateral Agent and the other notes Secured Parties on the Collateral are subordinated to the Liens of Senior Credit Facility Agent and the other Senior Credit Facility Secured Parties and (ii) to obtain adequate protection in the form of reports, notices, inspection rights and similar forms of adequate protection to the extent granted to Senior Credit Facility Agent.

        If, in any Insolvency or Liquidation Proceeding, debt obligations of the reorganized Company or any reorganized Guarantor secured by Liens upon any property of the reorganized Company or such reorganized Guarantor are distributed, pursuant to a proposal or plan of compromise, arrangement or reorganization, on account of both the Senior Credit Facility Debt and the notes Debt, then, to the extent the debt obligations distributed on account of the Senior Credit Facility Debt and on account of the notes Debt are secured by Liens upon the same assets or property, the provisions of the Intercreditor Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations.

        Each of the parties to the Intercreditor Agreement irrevocably acknowledges and agrees that (a) the claims and interests of the Senior Credit Facility Secured Parties and the notes Secured Parties are not "substantially similar" within the meaning of Section 1122 of the Bankruptcy Code, or any comparable provision of any other bankruptcy law, (b) the grants of the Liens to secure the Senior Credit Facility Debt and the grants of the Liens to secure the notes Debt constitute two separate and distinct grants of Liens, (c) the Senior Credit Facility Secured Parties' rights in the Collateral are fundamentally different from the notes Secured Parties' rights in the Collateral and (d) as a result of the foregoing, among other things, the Senior Credit Facility Debt and the notes Debt must be separately classified in any proposal or plan of compromise, arrangement or reorganization proposed or adopted in any Insolvency or Liquidation Proceeding.

        Until the Discharge of Senior Credit Facility Debt (other than the Senior Credit Facility Debt Excess) has occurred, notes Secured Parties will consent and not otherwise object to a sale or other disposition of any Collateral under the Bankruptcy Code, including Sections 363, 365 and 1129 or under any comparable provision of any other bankruptcy law, free and clear of any Liens thereon securing notes Debt, if the Senior Credit Facility Secured Parties have consented to such sale or other disposition so long as the net cash proceeds are applied to permanently reduce the Senior Credit Facility Debt in accordance with the provisions of the Intercreditor Agreement pertaining to application

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of proceeds. Nothing will preclude any Secured Party from seeking to be the purchaser, assignee or other transferee of any Collateral in connection with any such sale or other disposition of Collateral under any bankruptcy law. The notes Secured Parties and the Senior Credit Facility Secured Parties will have the right to credit bid under Section 363(k) of the Bankruptcy Code or under any comparable provision of any other bankruptcy law with respect to any such sale or other disposition of, the Collateral.

        If any Senior Credit Facility Secured Party or notes Secured Party is required in any Insolvency or Liquidation Proceeding or otherwise to turn over or otherwise pay to the estate of the Company or any Guarantor any amount (a "Recovery"), then the Senior Credit Facility Debt will be reinstated to the extent of such Recovery and the Senior Credit Facility Secured Parties will be entitled to a Discharge of Senior Credit Facility Debt up to the Maximum Priority Senior Credit Facility Debt but, until the discharge of notes Debt, not including any Senior Credit Facility Debt Excess, with respect to all such recovered amounts. If the Intercreditor Agreement has been terminated prior to such Recovery, the Intercreditor Agreement will be reinstated in full force and effect, and such prior termination will not diminish, release, discharge, impair or otherwise affect the obligations of the parties thereto from such date of reinstatement.

        Collateral Agent, for itself and on behalf of the other notes Secured Parties, waives any claim any notes Secured Party may have against any Senior Credit Facility Secured Party arising out of the election by any Senior Credit Facility Secured Party of the application of Section 1111(b)(2) of the Bankruptcy Code, or any comparable provision of any other bankruptcy, insolvency or similar law. Senior Credit Facility Agent, for itself and on behalf of the other Senior Credit Facility Secured Parties, waives any claim any Senior Credit Facility Secured Party may have against any notes Secured Party arising out of the election by any notes Secured Party of the application of Section 1111(b)(2) of the Bankruptcy Code or any comparable provision of any other bankruptcy law.

        No notes Secured Party will oppose or seek to challenge any claim by any Senior Credit Facility Secured Party for allowance in any Insolvency or Liquidation Proceeding of any Senior Credit Facility Debt, including those consisting of post-petition interest, fees or expenses. No Senior Credit Facility Secured Party will oppose or seek to challenge any claim by any notes Secured Party for allowance in any Insolvency or Liquidation Proceeding of any notes Debt, including those consisting of post-petition interest, fees or expenses.

        Exercise of Purchase Option.    At any time following the occurrence and during the continuance of a Triggering Event, the holders of the notes will have the option at any time within sixty (60) days of such Triggering Event, upon five (5) business days' prior written notice by Collateral Agent to Senior Credit Facility Agent, to purchase all (but not less than all) of the Senior Credit Facility Debt (other than Senior Credit Facility Debt Excess) from the Senior Credit Facility Secured Parties. Such notice from Collateral Agent to Senior Credit Facility Agent will be irrevocable.

        On the date specified by Collateral Agent in such notice (which will not be less than five (5) business days, nor more than twenty (20) days, after the receipt by Senior Credit Facility Agent of the notice from Collateral Agent of its election to exercise such option), the Senior Credit Facility Secured Parties will, subject to any required approval of any court or other regulatory or governmental authority then in effect, sell to the holders of the notes electing to purchase (the "Purchasing Parties"), and the Purchasing Parties will purchase from the Senior Credit Facility Secured Parties, all of the Senior Credit Facility Debt other than Senior Credit Facility Debt Excess (the "Senior Credit Facility Debt Purchase"). Notwithstanding anything to the contrary contained herein, in connection with any such purchase and sale, the Senior Credit Facility Secured Parties will retain all rights under the Senior Credit Facility Documents (i) to receive payments in respect of any Senior Credit Facility Debt other than Senior Credit Facility Debt Excess (the "Retained Secured Credit Facility Obligations") and (ii) to be indemnified or held harmless by Company and the Guarantors in accordance with the terms thereof.

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        In connection with the Senior Credit Facility Debt Purchase, each Senior Credit Facility Lender and each Purchasing Party will execute and deliver an assignment and acceptance agreement pursuant to which, among other things, each Senior Credit Facility Lender will assign to each Purchasing Party, such Senior Credit Facility Lender's pro rata share of the commitments and Senior Credit Facility Debt relating to the Senior Credit Facility Debt Purchase. In addition, (i) contemporaneously with the consummation of the Senior Credit Facility Debt Purchase, Senior Credit Facility Agent will resign as the "Agent" under the Senior Credit Facility Documents and Collateral Agent (subject to the Collateral Agent's consent to act as Agent , which it may withhold in its sole discretion) or such other Person as the Purchasing Parties will designate, be designated as the successor "Agent" under the Senior Credit Facility Documents; and (ii) from and after the closing date of the Senior Credit Facility Debt Purchase, each of the Senior Credit Facility Lenders who execute and deliver an assignment and acceptance agreement with such Purchasing Parties (the "Transferring Lenders") will continue to be, and will have all rights and remedies of, a "Lender" under the Senior Credit Facility Documents; except, that, each such Transferring Lender will have no further obligation whatsoever to make any loans, advances or other financial accommodations to or for the benefit of the Company or any Guarantor under any Senior Credit Facility Documents. Subject to the other provisions of the Intercreditor Agreement, interest with respect to the Retained Secured Credit Facility Obligations will continue to be paid in accordance with the terms of the Senior Credit Facility Documents, the Retained Secured Credit Facility Obligations will continue to be secured by the Collateral, the Retained Secured Credit Facility Obligations will be repaid, in accordance with the terms of the Senior Credit Facility and, subject to the terms of the Intercreditor Agreement, each Transferring Lender will continue to have all rights and remedies of a Lender under the Senior Credit Facility and the other Senior Credit Facility Documents.

        Upon the date of such purchase and sale, the Purchasing Parties will (i) pay to Senior Credit Facility Agent for the account of the Senior Credit Facility Secured Parties as the purchase price therefor the full amount of all of the Senior Credit Facility Debt (other than Senior Credit Facility Debt Excess) then outstanding and unpaid (including principal, interest, fees and expenses, including reasonable attorneys' fees and legal expenses, (ii) without duplication of amounts paid under clause (i), furnish cash collateral to Senior Credit Facility Agent in such amounts as Senior Credit Facility Agent determines is reasonably necessary to secure the Senior Credit Facility Secured Parties in connection with any issued and outstanding letters of credit issued under the Senior Credit Facility Documents (but not in any event in an amount greater than one hundred five (105%) percent of the aggregate undrawn face amount of such letters of credit), to the extent not constituting Senior Credit Facility Debt Excess (iii) agree to reimburse the Senior Credit Facility Secured Parties for any loss, cost, damage or expense (including reasonable attorneys' fees and legal expenses) in connection with any commissions, fees, costs or expenses related to any issued and outstanding letters of credit as described above and any checks or other payments provisionally credited to the Senior Credit Facility Debt, and/or as to which the Senior Credit Facility Secured Parties have not yet received final payment, (iv) agree to reimburse the Senior Credit Facility Secured Parties in respect of indemnification obligations of the Company and the Guarantors under the Senior Credit Facility Documents as to matters or circumstances known to the Senior Credit Facility Secured Parties and disclosed in writing to Collateral Agent (unless such disclosure is not permitted under applicable law) at the time of the purchase and sale which would reasonably be expected to result in any loss, cost, damage or expense (including reasonable attorneys' fees and legal expenses) to the Senior Credit Facility Secured Parties, and (v) after the payment in full in cash of the notes Debt and the Senior Credit Facility Debt purchased by the Purchasing Parties, including principal, interest and fees thereon and costs and expense of collection thereof (including reasonable attorneys' fees and legal expenses), the Purchasing Parties will remit to Senior Credit Facility Agent, for the benefit of the Senior Credit Facility Lenders any amounts received by the Purchasing Parties from the Company and the Guarantors or the Collateral.

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        Such purchase price and cash collateral will be remitted by wire transfer in federal funds to such bank account of Senior Credit Facility Agent as Senior Credit Facility Agent may designate in writing to Collateral Agent for such purpose. Interest will be calculated to but excluding the business day on which such purchase and sale will occur if the amounts so paid by the Purchasing Parties to the bank account designated by Senior Credit Facility Agent are received in such bank account prior to 12:00 noon, New York City, New York time and interest will be calculated to and including such business day if the amounts so paid by the Purchasing Parties to the bank account designated by Senior Credit Facility Agent are received in such bank account later than 12:00 noon, New York City, New York time.

        Ninety (90) days after all letters of credit outstanding under the Senior Credit Facility Documents have been cancelled with the consent of the beneficiary thereof, expired or have been fully drawn, any remaining cash collateral will be returned to the notes Secured Parties that exercised their option to purchase.

        Such purchase will be expressly made without representation or warranty of any kind by the Senior Credit Facility Secured Parties as to the Senior Credit Facility Debt, the Collateral or otherwise and without recourse to the Senior Credit Facility Secured Parties; except, that, each Senior Credit Facility Secured Party will represent and warrant, severally, as to it: (a) the amount of the Senior Credit Facility Debt being purchased from it are as reflected in the books and records of such Senior Credit Facility Secured Party (but without representation or warranty as to the collectability, validity or enforceability thereof), (b) that such Senior Credit Facility Secured Party owns the Senior Credit Facility Debt being sold by it free and clear of any Lien and (c) such Senior Credit Facility Secured Party has the right to assign the Senior Credit Facility Debt being sold by it and the assignment is duly authorized.

        In the absence of an Exigent Circumstance (as defined below), Senior Credit Facility Agent will give Collateral Agent five (5) business days prior written notice of its intention to commence a Lien enforcement action. In the event that during such five (5) business day period, Collateral Agent will send to Senior Credit Facility Agent the irrevocable notice of the intention of any holders of the notes to exercise the purchase option given by the Senior Credit Facility Secured Parties to the holders of the notes, the Senior Credit Facility Secured Parties will not commence any foreclosure or other action to sell or otherwise realize upon the Collateral; provided, that, the purchase and sale with respect to the Senior Credit Facility Debt closes within five (5) business days thereafter and the Senior Credit Facility Secured Parties receive final payment in full of the Senior Credit Facility Debt as provided for herein within such five (5) Business Day period. Notwithstanding the foregoing, if an Exigent Circumstance exists, Senior Credit Facility Agent will give Collateral Agent notice as soon as practicable and in any event contemporaneously with the taking of such action. As used herein "Exigent Circumstance" means an event or circumstance that materially and imminently threatens the ability of Senior Credit Facility Agent to realize upon all or a material portion of the Collateral, such as, without limitation, fraudulent removal, concealment, destruction (other than to the extent covered by insurance), material waste or abscondment thereof.

        Amendments to Senior Credit Facility Documents.    Senior Credit Facility Agent and any of the other Senior Credit Facility Secured Parties may, without the consent of, or notice to, Collateral Agent or any other notes Secured Party, without incurring any liabilities to Collateral Agent or any other notes Secured Party and without impairing or releasing the Lien priorities and other benefits provided in the Intercreditor Agreement (even if any right of subrogation or other right or remedy of Collateral Agent or any other notes Secured Party is affected, impaired or extinguished thereby) do any one or more of the following:

        (a)   change the manner, place or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase or alter, the terms of any of the Senior Credit Facility

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Debt or any Lien on any Collateral or guaranty thereof or any liability of the Company or any Guarantor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the Senior Credit Facility Debt, without any restriction as to the amount, tenor or terms of any such increase or extension) or otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by Senior Credit Facility Agent or any of the other Senior Credit Facility Secured Parties, the Senior Credit Facility Debt or any of the Senior Credit Facility Documents; except, that, notes Secured Parties will not be deemed to consent to any amendment, modification or waiver to the Senior Credit Facility Documents that:

          (i)  increase the "Applicable Margins" or similar component of the interest rate under the Senior Credit Facility in a manner that would result in the total yield on the Senior Credit Facility Debt to exceed by more than two (2%) percent per annum the total yield on the Senior Credit Facility Debt that is calculated as if the highest level of the pricing grid set forth in the "Applicable Margins" or similar component of the interest rate under the Senior Credit Facility were in effect on the date hereof (excluding increases resulting from the accrual or payment of interest at the default rate),

         (ii)  modify or add any covenant or event of default under the Senior Credit Facility Documents that directly restricts the Company or any Guarantor from making payments of the notes Debt that would otherwise be permitted under the Senior Credit Facility Documents as in effect on the date hereof,

        (iii)  contractually subordinate the Liens of the Senior Credit Facility Secured Parties to any other debt of the Company or any other Guarantor,

        (iv)  extend the stated maturity date of the Senior Credit Facility Debt to a date beyond the stated maturity date of the notes Debt under the Indenture (as in effect on the date of the Intercreditor Agreement or as subsequently extended), or

         (v)  contravene the provisions of the Intercreditor Agreement,

        (b)   sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the Collateral or any liability of the Company or any Guarantor to Senior Credit Facility Agent or any of the other Senior Credit Facility Secured Parties, or any liability incurred directly or indirectly in respect thereof in accordance with the terms of the Intercreditor Agreement,

        (c)   settle or compromise any of the Senior Credit Facility Debt or any other liability of the Company or any Guarantor or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability (including the Senior Credit Facility Debt) in any manner or order except to the extent that such proceeds are to be applied in accordance with "—Application of Proceeds", and

        (d)   exercise or delay in or refrain from exercising any right or remedy against the Company or any Guarantor or any other Person, elect any remedy and otherwise deal freely with the Company or any Guarantor or any Collateral and any security and any guarantor or any liability of the Company or any Guarantor to any of the Senior Credit Facility Secured Parties or any liability incurred directly or indirectly in respect thereof.

        Amendments to Notes Documents.    Without the prior written consent of Senior Credit Facility Agent, no notes Document may be amended, supplemented or otherwise modified, and no new notes Document may be entered into, to the extent such amendment, supplement or other modification or new document would:

        (a)   contravene the provisions of the Intercreditor Agreement,

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        (b)   increase the "Applicable Percentage" or similar component of the interest rate under the notes Documents in a manner that would result in the total yield on the notes Debt to exceed by more than two (2%) percent the total yield on the notes Debt as in effect on the date of the indenture (excluding increases resulting from the accrual of interest at the default rate or any additional interest that is payable-in-kind),

        (c)   change to earlier dates any scheduled dates for payment of principal of or interest on notes Debt,

        (d)   change any covenant, default or event of default provisions set forth in the notes Documents in a manner adverse to the Company or any Guarantor or the Senior Credit Facility Secured Parties,

        (e)   change the prepayment provisions set forth in the notes Documents to increase the amount of any required prepayment,

        (f)    add to the Collateral for the notes Debt other than as specifically provided by the Intercreditor Agreement, or

        (g)   confer additional rights on the notes Secured Parties that would be adverse to the Senior Credit Facility Secured Parties.

        Subrogation; Marshalling.    Until the Discharge of Senior Credit Facility Debt (other than the Senior Credit Facility Debt Excess), the notes Secured Parties agree that they will not exercise any rights of subrogation in respect of any payments or distributions received by the Senior Credit Facility Secured Parties up to the amount of the Maximum Priority Senior Credit Facility Debt nor will they be entitled to any assignment of any Senior Credit Facility Debt or notes Debt or of any Collateral for or guarantees or evidence of any thereof. Following the Discharge of Senior Credit Facility Debt (other than the Senior Credit Facility Debt Excess), each Senior Credit Facility Secured Party agrees to execute such documents, agreements, and instruments as any notes Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Senior Credit Facility Debt resulting from payments or distributions to such Senior Credit Facility Secured Party by such Person. Until the Discharge of Senior Credit Facility Debt (other than the Senior Credit Facility Debt Excess), Collateral Agent agrees not to assert and waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of, any marshalling, appraisal, valuation or other similar right that may otherwise be available under applicable law with respect to the Collateral or any other similar rights a junior secured creditor may have under applicable law.

Optional Redemption

        At any time prior to December 15, 2014, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of notes issued under the indenture upon not less than 30 nor more than 60 days' prior notice, at a redemption price of 112.750% of the principal amount, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date (subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that:

(1)

at least 65% of the aggregate principal amount of notes originally issued under the indenture (excluding notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and



(2)

the redemption occurs within 90 days of the date of the closing of such Equity Offering.

        At any time prior to December 15, 2014, the Company may also on any one or more occasions redeem all or a part of the notes, upon not less than 30 nor more than 60 days' prior notice, at a

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redemption price equal to 100% of the principal amount of notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the date of redemption, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date.

        Except pursuant to the preceding two paragraphs, the notes will not be redeemable at the Company's option prior to December 15, 2014.

        On or after December 15, 2014, the Company may redeem on any one or more occasions all or a part of the notes upon not less than 30 nor more than 60 days' notice to the holders of the notes, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, on the notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on December 15 of the years indicated below, subject to the rights of holders of notes on the relevant record date to receive interest on the relevant interest payment date:

        If an optional redemption date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the Person in whose name the note is registered at the close of business on such record date.

        Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the notes or portions thereof called for redemption on the applicable redemption date.

Mandatory Redemption

        The Company is not required to make mandatory redemption or sinking fund payments with respect to the notes. However, under certain circumstances, the Company may be required to offer to purchase notes as described under the captions "—Repurchase at the Option of Holders—Change of Control," "—Asset Sales" and "—Excess Cash Flow Offer." The Company and its Affiliates may at any time and from time to time purchase notes in the open market, by tender offer, negotiated transactions or otherwise.

Repurchase at the Option of Holders

Change of Control

        If a Change of Control occurs, each holder of notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder's notes pursuant to a Change of Control Offer on the terms set forth in the indenture. In the Change of Control Offer, the Company will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of the notes repurchased plus accrued and unpaid interest and Additional Interest, if any, on the notes repurchased to the date of purchase, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, with respect to all outstanding notes (unless and until there is a default in payment of the applicable redemption price), the Company will mail a notice to each holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and

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regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the indenture by virtue of such compliance.

        On the Change of Control Payment Date, the Company will, to the extent lawful:

(1)

accept for payment all notes or portions of notes properly tendered and not withdrawn pursuant to the Change of Control Offer;



(2)

deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered and not withdrawn; and



(3)

deliver or cause to be delivered to the Trustee the notes properly accepted together with an officers' certificate stating the aggregate principal amount of notes or portions of notes being purchased by the Company.

        The paying agent will promptly mail to each holder of notes properly tendered and not withdrawn the Change of Control Payment for such notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any; provided that any such new notes will be in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

        The Company will not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by the Company and purchases all notes properly tendered and not withdrawn under the Change of Control Offer or (ii) a notice of redemption for all outstanding notes has been given pursuant to the indenture as described above under the caption "—Optional Redemption," unless and until there is a default in payment of the applicable redemption price. A Change in Control Offer may be made in advance of a Change of Control, with the obligation to pay and the timing of payment conditioned upon the occurrence of a Change of Control, if a definitive agreement to effect a Change of Control is in place at the time the Change of Control Offer is made.

        The provisions described above that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the indenture are applicable. Except as described above with respect to a Change of Control, the indenture does not contain provisions that permit the holders of the notes to require that the Company repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction.

        The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of "all or substantially all" of the properties or assets of the Company and its Restricted Subsidiaries, taken as a whole. Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require the Company to repurchase its notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of the Company and its Subsidiaries taken as a whole to another Person or group may be uncertain.

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Asset Sales

        The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1)

the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (measured as of the date of the definitive agreement with respect to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; and



(2)

at least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following will be deemed to be cash:



(a)

any liabilities, as shown on the Company's most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability;



(b)

any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are within 180 days after such Asset Sale, converted by the Company or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion;



(c)

any stock or assets of the kind referred to in clause (2) or (4) of the next paragraph of this covenant; and



(d)

any Designated Noncash Consideration received by the Company or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (d), not to exceed $5.0 million, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value.

        Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds:

(1)

(a) to repay Indebtedness and other Obligations under the Senior Credit Facility and to correspondingly permanently reduce any revolving commitments with respect thereto and (b) in the case of an Asset Sale of the asset or property of a Foreign Restricted Subsidiary of the Company, to repay Indebtedness and other Obligations under the agreements governing Permitted Debt described in clause (16) of the definition thereof;



(2)

to acquire all or substantially all of the assets of, or any Capital Stock of, another Person engaged in a Permitted Business, if, after giving effect to any such acquisition, the Permitted Business is or becomes a Restricted Subsidiary or a line of business of the Company;



(3)

to make a capital expenditure;



(4)

to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business; and



(5)

any combination of the foregoing;

provided that in the case of clauses (2), (3) and (4) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Company or such Restricted Subsidiary, as the case may be, enters into such commitment with the good faith

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expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment and, in the event any such commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, then such Net Proceeds must be applied as set forth herein or if such cancellation or termination occurs later than the 360-day period referred to below, shall constitute Excess Proceeds.

        Pending the final application of any Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the indenture.

        Any Net Proceeds from Asset Sales that are not applied or invested as provided in the second paragraph of this covenant will constitute "Excess Proceeds." Within 15 days after the aggregate amount of Excess Proceeds exceeds $12.5 million, the Company will make an Asset Sale Offer to all holders of notes to purchase the maximum principal amount of notes that may be purchased with the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by the indenture. If the aggregate principal amount of notes tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the notes to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

        The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of the indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the indenture by virtue of such compliance.

Excess Cash Flow Offer

        After the end of each fiscal year beginning with the fiscal year ending on December 31, 2012, the Company shall determine the amount (the "Excess Cash Flow Offer Amount") that is equal to:

(1)

75% of any Excess Cash Flow of the Company and its Restricted Subsidiaries on a consolidated basis until the Company has offered to purchase up to $50 million in aggregate principal amount of the notes calculated using the purchase price for the notes pursuant to this Excess Cash Flow Offer provision;



(2)

50% of any Excess Cash Flow of the Company and its Restricted Subsidiaries on a consolidated basis until the Company has offered to purchase up to $75 million in aggregate principal amount of the notes calculated using the purchase price for the notes pursuant to this Excess Cash Flow Offer provision;



(3)

25% of any Excess Cash Flow of the Company and its Restricted Subsidiaries on a consolidated basis until the Company has offered to purchase up to $100 million in aggregate principal amount of the notes calculated using the purchase price for the notes pursuant to this Excess Cash Flow Offer provision; and



(4)

0% thereafter;

for such fiscal year and make an offer (an "Excess Cash Flow Offer") to the holders of the notes to repurchase all or any part (equal to $2,000 or integral multiples of $1,000 in excess thereof) of each holder's notes at the purchase price described below; provided, however, that the maximum aggregate

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price payable in any Excess Cash Flow Offer will not exceed the applicable Excess Cash Flow Offer Amount. The amount of all Excess Cash Flow Offers made pursuant to this Excess Cash Flow provision shall be aggregated for purposes of determining the applicable percentage for any annual period.

        If the Company is required to make an Excess Cash Flow Offer as provided herein, the Company will mail within 95 days after the end of each fiscal year ending December 31, an offer to each holder of the notes, with a copy to the Trustee, which offer shall govern the terms of the Excess Cash Flow Offer. Such offer shall state, among other things, the repurchase date, which must be no earlier than 30 days nor later than 60 days from the date such offer is mailed, other than as may be required by law (the "Excess Cash Flow Offer Payment Date"). Notwithstanding anything to the contrary in the foregoing, the Company shall not be required to mail such an offer until the date on which the Secured Note Prepayment Conditions have been satisfied, if required under the Senior Credit Facility so long as such conditions have been satisfied on or prior to May 31st of the fiscal year immediately succeeding the fiscal year with respect to which such Excess Cash Flow Offer is to be made (it being understood and agreed for the avoidance of doubt that such date of mailing may occur subsequent to such 95th day but, in any event, not subsequent to such May 31st).

        If only a portion of a note is purchased pursuant to an Excess Cash Flow Offer, a new note in a principal amount equal to the portion thereof not purchased will be issued in the name of the holder thereof upon cancellation of the original note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). Notes (or portions thereof) purchased pursuant to an Excess Cash Flow Offer will be cancelled and cannot be reissued.

        Upon completion of each Excess Cash Flow Offer, the Excess Cash Flow Offer Amount for purposes of this "—Excess Cash Flow Offer" section shall be reset at zero.

        In each Excess Cash Flow Offer, the Company will be required to repurchase notes validly tendered and not withdrawn at a purchase price in cash equal to 103% of their principal amount, plus accrued and unpaid interest to the Excess Cash Flow Offer Payment Date, subject to pro-ration in the event of oversubscription and to the right of holders of notes on the relevant regular record date to receive interest due on an interest payment date falling on or prior to the applicable date of repurchase.

        On the Excess Cash Flow Offer Payment Date, the Company will, to the extent lawful:

(1)

accept for payment all notes or portions of notes properly tendered and not withdrawn pursuant to the Excess Cash Flow Offer;



(2)

deposit with the paying agent an amount equal to the aggregate purchase price to be paid in such Excess Cash Flow Offer in respect of notes or portions of notes properly tendered and not withdrawn; and



(3)

deliver or cause to be delivered to the Trustee the notes properly accepted together with an officers' certificate stating the aggregate principal amount of notes or portions of notes being purchased by the Company.

        The paying agent will promptly mail or wire transfer to each holder of notes or portions of notes properly tendered and not withdrawn the purchase price payable with respect to such notes or portions of notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each holder a new note equal in principal amount to any unpurchased portion of the notes surrendered. Any note or portion of a note accepted for payment pursuant to an Excess Cash Flow Offer will cease to accrue interest on and after the Excess Cash Flow Offer Payment Date. The Company will publicly announce the results of any Excess Cash Flow Offer on or as soon as practicable after the Excess Cash Flow Offer Payment Date.

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        If an Excess Cash Flow Offer is made, there can be no assurance that the Company will have available funds sufficient to pay the Excess Cash Flow purchase price for all the notes that might be delivered by holders seeking to accept the Excess Cash Flow Offer.

        The Company will comply with the requirements of 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 connection with the repurchase of notes pursuant to an Excess Cash Flow Offer. To the extent that the provisions of any securities laws or regulations conflict with the "Excess Cash Flow Offer" provisions of the indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the "Excess Cash Flow Offer" provisions of the indenture by virtue of such compliance.

General

        If a Change of Control Offer, Asset Sale Offer or Excess Cash Flow Offer is made, there can be no assurance that the Company will have available funds sufficient to pay the Change of Control Offer, Asset Sale Offer or Excess Cash Flow Offer purchase price for all the notes that might be delivered by holders of the notes seeking to accept the Change of Control Offer, Asset Sale Offer or Excess Cash Flow Offer. It is also possible that the events that constitute a Change of Control or Asset Sale may also be events of default under the Senior Credit Facility. These events may permit the lender(s) under the Senior Credit Facility to accelerate the Indebtedness outstanding thereunder. If the Company is required to repurchase the notes pursuant to a Change of Control Offer or an Asset Sale Offer and repay certain amounts outstanding under the Senior Credit Facility if such Indebtedness is accelerated, the Company would probably require third-party financing. The Company cannot be sure that they would be able to obtain third-party financing on acceptable terms, or at all. If the Indebtedness under the Senior Credit Facility is not paid, the lender(s) thereunder may seek to enforce security interests in the collateral securing such indebtedness, thereby limiting the Company's ability to raise cash to purchase the notes, and reducing the practical benefit of the offer to purchase provisions to the holders of the notes. See "Risk Factors—Risks Related to the Notes—Our ability to repurchase the notes upon a change of control may be limited."

Selection and Notice

        If less than all of the notes are to be redeemed at any time, the Trustee will select notes for redemption on a pro rata basis, by lot or other method subject to the rules and procedures of DTC, unless otherwise required by law or applicable stock exchange requirements.

        No notes of $2,000 or less may be redeemed in part. Notices of redemption will be delivered at least 30 but not more than 60 days before the redemption date to each holder of notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the notes or a satisfaction and discharge of the indenture. Notices of redemption may not be conditional.

        If any note is to be redeemed in part only, the notice of redemption that relates to that note will state the portion of the principal amount of that note that is to be redeemed. A new note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the holder of notes upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on notes or portions of notes called for redemption.

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Certain Covenants

Restricted Payments

        The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1)

declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company and other than dividends or distributions payable to the Company or a Restricted Subsidiary of the Company);



(2)

purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company;



(3)

make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value (x) any Indebtedness of the Company or any Guarantor that is subordinated in right of payment to the notes or to any Note Guarantee (excluding any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries) or (y) any Convertible Indebtedness, in each case, except a payment of interest or principal at the Stated Maturity thereof; or



(4)

make any Restricted Investment

(all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as "Restricted Payments"),

unless, at the time of and after giving effect to such Restricted Payment:

(1)

no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;



(2)

the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock;" and



(3)

such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries since the date of the indenture (excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6), (7), (11), (12) and (14) of the next succeeding paragraph), is less than the sum, without duplication, of:



(a)

50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the date of the indenture to the end of the Company's most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus

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(b)

100% of the aggregate net cash proceeds received by the Company since the date of the indenture as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Company (other than Disqualified Stock) (excluding any net proceeds from an Equity Offering to the extent used to redeem notes pursuant to the provisions described in the first paragraph under "—Optional Redemption") or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Company that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Company); plus



(c)

to the extent that any Restricted Investment that was made after the date of the indenture is sold for cash or otherwise liquidated or repaid for cash, the lesser of (i) the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any) and (ii) the initial amount of such Restricted Investment; plus



(d)

to the extent that any Unrestricted Subsidiary of the Company designated as such after the date of the indenture is redesignated as a Restricted Subsidiary after the date of the indenture, the lesser of (i) the Fair Market Value of the Company's Investment in such Subsidiary as of the date of such redesignation or (ii) such Fair Market Value as of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary after the date of the indenture; plus



(e)

50% of any dividends received by the Company or a Restricted Subsidiary of the Company after the date of the indenture from an Unrestricted Subsidiary of the Company, to the extent that such dividends were not otherwise included in the Consolidated Net Income of the Company for such period.

        The preceding provisions will not prohibit:

(1)

the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied with the provisions of the indenture;



(2)

the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified Stock) or from the substantially concurrent contribution of common equity capital to the Company; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from clause (3)(b) of the preceding paragraph;



(3)

the repurchase, redemption, defeasance or other acquisition or retirement for value of (x) Indebtedness of the Company or any Guarantor that is subordinated in right of payment to the notes or to any Note Guarantee or (y) any Convertible Indebtedness, each case, with the net cash proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness;



(4)

the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary of the Company to the holders of its Equity Interests on a pro rata basis;



(5)

so long as no Default has occurred and is continuing or would be caused thereby, the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company or any Restricted Subsidiary of the Company held by any current or former officer, director or employee of the Company or any of its Restricted Subsidiaries pursuant to

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any equity subscription agreement, stock option agreement, shareholders' agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $1,000,000 in any twelve-month period plus (a) the net cash proceeds from the sale of Equity Interests (other than Disqualified Stock) to officers, directors or employees that occurs after the date of the indenture to the extent that the net cash proceeds from the sale of such Equity Interests have not otherwise been applied to the making of Restricted Payments pursuant to clause (3) of the preceding paragraph or clause (2) of this paragraph and (b) any unused amounts under this clause from the immediately preceding twelve-month period occurring subsequent to the date of the indenture; it being understood that the cancellation of Indebtedness owed by management to the Company in connection with such repurchase or redemption will not be deemed to be a Restricted Payment;

(6)

the repurchase of Equity Interests deemed to occur upon the exercise of stock options to the extent such Equity Interests represent a portion of the exercise price of those stock options;



(7)

so long as no Default has occurred and is continuing or would be caused thereby, the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of the Company or any Restricted Subsidiary of the Company issued on or after the date of the indenture in accordance with the Fixed Charge Coverage Ratio test described below under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock;"



(8)

so long as no Default has occurred and is continuing or would be caused thereby, in the event of a Change of Control and after the completion of the offer to repurchase the notes as described above under the caption "—Repurchase at the Option of Holders—Change of Control" (including the purchase of all notes tendered and not validly withdrawn), any purchase, defeasance, retirement, redemption or other acquisition of (x) Indebtedness that is subordinated in right of payment to the notes or the Note Guarantees or (y) any Convertible Indebtedness, in each case, at a price not greater than 101% of the principal amount of such Indebtedness (of if such Indebtedness was issued with original issue discount, 101% of the accreted value), together with any accrued and unpaid interest thereon;



(9)

so long as no Default has occurred and is continuing or would be caused thereby, in the event of an Asset Sale and after the completion of the offer to repurchase the notes as described above under the caption "—Repurchase at the Option of Holders—Asset Sales" (including the purchase of all notes tendered and not validly withdrawn), any purchase, defeasance, retirement, redemption or other acquisition of (x) Indebtedness that is subordinated in right of payment to the notes or the Note Guarantees or (y) any Convertible Indebtedness, in each case, at a price not greater than 100% of the principal amount of such Indebtedness (of if such Indebtedness was issued with original issue discount, 100% of the accreted value), together with any accrued and unpaid interest thereon;



(10)

the payment of dividends on the Capital Stock of the Company of up to 6.0% per annum of the net proceeds received by the Company from any Public Equity Offering consummated after the date of the indenture;



(11)

any Restricted Payment made in connection with the Transactions or as contemplated by the Acquisition Agreement;



(12)

cash payment in lieu of issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for the Equity Interests of the Company;

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(13)

payments or distributions to dissenting stockholders pursuant to applicable law in connection with or in contemplation of a merger, consolidation or transfer of assets that complies with the provisions of the indenture relating to mergers, consolidations or transfers of substantially all of the Company's assets; and



(14)

so long as no Default has occurred and is continuing or would be caused thereby, other Restricted Payments in an aggregate amount not to exceed $5.0 million since the date of the indenture.

        For purposes of determining compliance with this covenant, if a Restricted Payment meets the criteria of more than one of the exceptions described in clauses (1) through (14) above or is entitled to be made according to the first paragraph of this covenant, the Company may, in its sole discretion, classify or reclassify such Restricted Payment (or any portion thereof) in any manner that complies with this covenant.

        The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any assets or securities that are required to be valued by this covenant will be determined by (a) Senior Management and (b) if such Fair Market Value exceeds $10.0 million, the Board of Directors of the Company whose resolution with respect thereto will be delivered to the Trustee. The Board of Directors' determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the Fair Market Value exceeds $15.0 million.

Incurrence of Indebtedness and Issuance of Preferred Stock

        The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt), and the Company will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided that the Company may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and the Guarantors may incur Indebtedness (including Acquired Debt), if the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or such preferred stock is issued, as the case may be, would have been at least 3.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or the preferred stock had been issued, as the case may be, and the proceeds thereof applied at the beginning of such four-quarter period;

        The first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):

(1)

the incurrence by the Company or any Restricted Subsidiary of the Company of additional Indebtedness and letters of credit under the Senior Credit Facility in an aggregate principal amount at any one time outstanding under this clause (1) not to exceed the excess of (a) the greater of (x) $100.0 million and (y) an amount equal to 35% of the Borrowing Base as of the date of such incurrence over (b) the sum of (x) the aggregate amount of all repayments, optional or mandatory, of the principal of any term Indebtedness thereunder that have been made by the Company or any of its Restricted Subsidiaries since the date of the indenture (I) as a result of the application of any Net Proceeds of Asset Sales pursuant to clause (1)(a) of the second paragraph under the caption "—Repurchase at the Option of Holders—Asset Sales" or (II) that was included in clause (E) in the calculation of Excess Cash Flow in any

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fiscal year and (y) the aggregate amount of all commitment reductions with respect to any revolving credit extensions thereunder that have been made by the Company or any of its Restricted Subsidiaries since the date of the indenture (I) as a result of the application of any Net Proceeds of Asset Sales pursuant to clause (1)(a) of the second paragraph under the caption "—Repurchase at the Option of Holders—Asset Sales" or (II) that was included in clause (E) in the calculation of Excess Cash Flow in any fiscal year;"

(2)

the incurrence by the Company and its Restricted Subsidiaries of Existing Indebtedness;



(3)

the incurrence by the Company and the Guarantors of Indebtedness represented by the notes and the related Note Guarantees to be issued on the date of the indenture and the new notes and the related Note Guarantees to be issued pursuant to the registration rights agreement;



(4)

the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred within 360 days of the acquisition or completion of construction or installation for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment used in the business of the Company or any of its Restricted Subsidiaries, or Attributable Debt relating to a sale leaseback transaction, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (4), not to exceed $7.5 million at any time outstanding;



(5)

the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by the indenture to be incurred under the first paragraph of this covenant or clauses (2), (3), (5), (14), (15), (17) and (19) of this paragraph;



(6)

the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided, however, that:



(a)

if the Company or any Guarantor is the obligor on such Indebtedness and the payee is not the Company or a Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the notes, in the case of the Company, or the Note Guarantee, in the case of a Guarantor; and



(b)

(i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary of the Company and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary of the Company,

will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);

(7)

the issuance by any of the Company's Restricted Subsidiaries to the Company or to any of its Restricted Subsidiaries of shares of preferred stock; provided, however, that:



(a)

any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than the Company or a Restricted Subsidiary of the Company; and



(b)

any sale or other transfer of any such preferred stock to a Person that is not either the Company or a Restricted Subsidiary of the Company,

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will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (7);

(8)

the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations in the ordinary course of business and not for speculative purposes;



(9)

the guarantee by the Company or any of the Guarantors of Indebtedness of the Company or a Restricted Subsidiary of the Company that was permitted to be incurred by another provision of this covenant; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the notes, then the Guarantee shall be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed;



(10)

the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness in respect of workers' compensation claims, health disability or other employee benefits or property, casualty or liability insurance or self-insurance obligations, reimbursement obligations with respect to commercial letters of credit, bankers' acceptances and performance and surety bonds in the ordinary course of business;



(11)

Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earn-out or other similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Restricted Subsidiary in accordance with the terms of the indenture, other than Indebtedness or guarantees of Indebtedness incurred or assumed by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition; provided that the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by the Company and its Restricted Subsidiaries in connection with such disposition;



(12)

the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five business days;



(13)

endorsements of instruments or other items of deposit;



(14)

the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness owed to any current or former officer, director or employee of the Company or any of its Restricted Subsidiaries in connection with the repurchase, redemption or other acquisition or retirement of Equity Interests held by any such current or former officer, director or employee of the Company or any of its Restricted Subsidiaries; provided that such repurchase, redemption or other acquisition or retirement is permitted by clause (5) of the covenant described above under the caption "—Restricted Payments;"



(15)

Indebtedness of a Restricted Subsidiary incurred and outstanding on or prior to the date on which such Restricted Subsidiary was acquired by the Company or any Restricted Subsidiary or merged into the Company or a Restricted Subsidiary in accordance with the terms of the indenture (other than Indebtedness incurred in contemplation of, or in connection with, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary of or was otherwise acquired by or merged into the Company or such Restricted Subsidiary); provided that after giving effect to such transaction, (a) the Company would have been able to incur at least $1.00 of additional Indebtedness pursuant to the first paragraph of this covenant and (b) such Restricted Subsidiary is (i) a Domestic Restricted Subsidiary and becomes a Guarantor or (ii) is a Foreign Restricted Subsidiary and the aggregate principal amount of Indebtedness at any time outstanding under this

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clause (15)(b)(ii), together with the aggregate principal amount of Indebtedness outstanding under clause (16) below, not to exceed $12.5 million;

(16)

the incurrence by Foreign Restricted Subsidiaries of the Company of Indebtedness in an aggregate principal amount at any time outstanding pursuant to this clause (16), together with the aggregate principal amount outstanding pursuant to clause (15)(b)(ii) above, not to exceed the excess of (a) $15.0 million over (b) the sum of (x) the aggregate amount of all optional repayments of the principal of any term Indebtedness thereunder that have been made by the Company or any of its Restricted Subsidiaries since the date of the indenture and (y) the aggregate amount of all commitment reductions with respect to any revolving credit extensions thereunder that have been made by the Company or any of its Restricted Subsidiaries since the date of the indenture, in each case, that was included in clause (E) in the calculation of Excess Cash Flow in any fiscal year;



(17)

the incurrence by the Company of Convertible Indebtedness in an aggregate principal amount under this clause (17) not to exceed $60.0 million;



(18)

Indebtedness of the Company or any Guarantor in an aggregate principal amount not to exceed $25.0 million, the proceeds of which are used to directly or indirectly acquire Capital Stock of Kreher Steel Company, LLC, provided that after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom on such date, the ratio of (1) total Indebtedness of the Company and its Restricted Subsidiaries as of the date of incurrence (determined on a consolidated basis in accordance with GAAP) to (2) Consolidated Cash Flow of the Company for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such Indebtedness is incurred would not exceed 3.00 to 1.00. Such ratio shall be calculated in a manner consistent with the definition of "Fixed Charge Coverage Ratio," including any pro forma adjustments to Consolidated Cash Flow as set forth therein; and



(19)

the incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (19), not to exceed $10.0 million.

        The Company will not incur, and will not permit any Guarantor to incur, any Indebtedness (including Permitted Debt) that is subordinated in right of payment to any other Indebtedness of the Company or such Guarantor unless such Indebtedness is also subordinated in right of payment to the notes and the applicable Note Guarantee on substantially identical terms; provided, however, that no Indebtedness will be deemed to be subordinated in right of payment to any other Indebtedness of the Company solely by virtue of being unsecured or by virtue of being secured on a junior priority basis with respect to the same Collateral.

        For purposes of determining compliance with this "Incurrence of Indebtedness and Issuance of Preferred Stock" covenant, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (19) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, the Company will be permitted to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this covenant. Indebtedness under the Senior Credit Facility outstanding on the date on which notes are first issued and authenticated under the indenture will be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt. The accrual of interest or premium, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due

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to a change in accounting principles, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this covenant; provided, in each such case, that the amount of any such accrual, accretion or payment is included in Fixed Charges of the Company as accrued. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

        The amount of any Indebtedness outstanding as of any date will be:

(1)

the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;



(2)

the principal amount of the Indebtedness, in the case of any other Indebtedness; and



(3)

in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:



(a)

the Fair Market Value of such assets at the date of determination; and



(b)

the amount of the Indebtedness of the other Person.

Liens

        The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind on any asset now owned or hereafter acquired, except Permitted Liens.

Dividend and Other Payment Restrictions Affecting Subsidiaries

        The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1)

pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company or any of its Restricted Subsidiaries;



(2)

make loans or advances to the Company or any of its Restricted Subsidiaries; or



(3)

sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.

        However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(1)

applicable law, rule, regulation or order;



(2)

agreements governing Existing Indebtedness and the Senior Credit Facility, in each case, as in effect on the date of the indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not (a) materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of the indenture or (b) materially more restrictive than those customary in comparable financings as reasonably determined by the Board of Directors of the Company;

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(3)

the notes Documents;



(4)

any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the indenture to be incurred;



(5)

Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;



(6)

agreements governing other Indebtedness incurred in compliance with the covenant set forth under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock"; provided that the encumbrances or restrictions contained therein, taken as a whole, are not materially more restrictive than those contained in the notes Documents, in each case, as then in effect;



(7)

customary non-assignment and similar provisions in contracts, leases and licenses entered into in the ordinary course of business;



(8)

purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of the preceding paragraph;



(9)

any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;



(10)

Permitted Liens and restrictions in the agreements relating thereto that limit the right of the debtor to dispose of the assets subject to such Liens;



(11)

restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;



(12)

any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition;



(13)

provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Equity Interests of a Person other than on a pro rata basis;



(14)

customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture that restrict the transfer of ownership interests in such joint venture;



(15)

restrictions on the sale or transfer of assets imposed under any agreement to sell such assets or granting an option to purchase such assets entered into with the approval of Senior Management; provided that such sale or transfer complies with the other provisions of the indenture; and



(16)

and instrument governing Indebtedness of a Foreign Restricted Subsidiary; provided that such Indebtedness was not prohibited by the terms of the indenture.

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Merger, Consolidation or Sale of Assets

        The Company will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:

(1)

either:



(a)

the Company is the surviving corporation; or



(b)

the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia;



(2)

the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the notes, the indenture, the registration rights agreement and the Collateral Documents pursuant to agreements reasonably satisfactory to the Trustee;



(3)

immediately after such transaction, no Default or Event of Default exists; and



(4)

the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock" or (b) have a Fixed Charge Coverage Ratio greater than the Fixed Charge Coverage Ratio immediately prior to such transactions.

        In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person.

        Clauses (3) and (4) of the prior paragraph will not apply to:

(1)

a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or



(2)

any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company, the Guarantors and Immaterial Subsidiaries.

Transactions with Affiliates

        The Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement,

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understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each, an "Affiliate Transaction"), unless:

(1)

the Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; and



(2)

the Company delivers to the Trustee:



(a)

with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, a resolution of the Board of Directors of the Company set forth in an officers' certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of the Company; and



(b)

with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, an opinion as to the fairness to the Company or such Restricted Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

        The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(1)

payment of reasonable fees, compensation, expenses, bonus, separation or severance to employees, officers or directors (including indemnification to the fullest extent permitted by applicable law, directors' and officers' insurance and similar arrangements, employment contracts, non-competition and confidentiality agreements and similar instruments or payments) in the ordinary course of business which have been approved by a majority of the disinterested members of the Board of Directors of the Company;



(2)

maintenance in the ordinary course of business of reasonable benefit programs or arrangements for employees, officers or directors, including vacation plans, health and life insurance plans, SERPs, split-dollar life insurance plans, deferred compensation plans, retirement or savings plans, stock option plans, stock ownership or purchase plans or any other similar arrangements or plans;



(3)

transactions between or among the Company and/or its Restricted Subsidiaries;



(4)

transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;



(5)

any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company or any contribution of capital to the Company and the granting of registration rights in connection therewith;



(6)

Restricted Payments that do not violate the provisions of the indenture described above under the caption "—Restricted Payments;"



(7)

Permitted Investments described under clauses (8) and (13) of the definition of the term "Permitted Investments;"



(8)

any transaction pursuant to any contract or agreement as in effect on the date of the indenture as the same may be amended, modified or replaced from time to time so long as any such amendment, modification or replacement is not materially more disadvantageous to

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the Company or its Restricted Subsidiaries, taken as a whole, than the contract or agreement as in effect on the date of the indenture; and

(9)

transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services, in each case in the ordinary course of business of the Company and its Restricted Subsidiaries and otherwise in compliance with the terms of the indenture; provided that in the reasonable determination of the Board of Directors of the Company or Senior Management, such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person.

Business Activities

        The Company will not, and will not permit any of its Restricted Subsidiaries to, engage in any business other than Permitted Businesses, except to such extent as would not be material to the Company and its Restricted Subsidiaries taken as a whole.

Additional Note Guarantees

        If the Company or any of its Restricted Subsidiaries acquires or creates another Domestic Restricted Subsidiary after the date of the indenture, then that newly acquired or created Domestic Restricted Subsidiary will within 10 business days of the date on which it was acquired or created (i) execute and deliver to the Trustee a supplemental indenture substantially in the form attached to the indenture pursuant to which such Domestic Restricted Subsidiary will Guarantee the notes, (ii) execute and deliver to the Collateral Agent joinder agreements or other similar agreements with respect the applicable Collateral Documents and (iii) deliver to the Trustee an opinion of counsel that such supplemental indenture and other documents required to be delivered pursuant to clause (ii) above have been duly authorized, executed and delivered and constitute legally valid and binding and enforceable obligations (subject to customary qualifications and exceptions); provided that (a) any Domestic Subsidiary that constitutes an Immaterial Subsidiary need not become a Guarantor until such time as it ceases to be an Immaterial Subsidiary and (b) notwithstanding anything to the contrary in the indenture, if Kreher Steel Company, LLC becomes a direct or indirect Subsidiary of the Company, the Company will cause Kreher Steel Company, LLC to become a Guarantor.

Designation of Restricted and Unrestricted Subsidiaries

        The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be an Investment made as of the time of the designation and will be treated as a Restricted Payment under the covenant described above under the caption "—Restricted Payments" or a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by the Company. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default.

        Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors giving effect to such designation and an officers' certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described above under the caption "—Restricted Payments." If, at any time, any Unrestricted Subsidiary would fail to meet the preceding

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requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock," the Company will be in default of such covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under the covenant described under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock," calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

Limitation on Sale and Leaseback Transactions

        The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Guarantor may enter into a sale and leaseback transaction if:

(1)

the Company or that Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under (i) the Fixed Charge Coverage Ratio test in the first paragraph of the covenant described above under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock" or (ii) clause (4) or (19) of the definition of Permitted Debt and (b) incurred a Lien to secure such Indebtedness pursuant to the covenant described above under the caption "—Liens;"



(2)

the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value, as determined in good faith by the Board of Directors of the Company and set forth in an officers' certificate delivered to the Trustee, of the property that is the subject of that sale and leaseback transaction; and



(3)

the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, the covenant described above under the caption "—Repurchase at the Option of Holders—Asset Sales."

Real Estate Mortgages and Filings; Landlord Waivers

        With respect to any real property, other than real property that constitutes an Excluded Asset, owned by the Company or any Guarantor on the date of the original issuance of the notes or acquired by the Company or any Guarantor at any time thereafter (individually and collectively, the "Owned Premises") and any Existing Specified Leased Property (together with the Owned Premises, individually and collectively, the "Premises") the Company or such Guarantor shall deliver to the Collateral Agent within 90 days of the date of the original issuance of the notes, or in the case of any Owned Premises acquired after the date of the original issuance of the notes, within 90 days of the date of such acquisition:

(1)

fully executed counterparts of Mortgages, duly executed by the Company or the applicable Guarantor, as the case may be, in favor of the Collateral Agent, as mortgagee or beneficiary, as applicable, and corresponding UCC fixture filings, together with evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such Mortgages and corresponding UCC fixture filings as may be necessary to create a valid,

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perfected Lien, subject to Permitted Liens, against the Premises purported to be covered thereby;

(2)

(i) mortgagee's title insurance policies in favor of the Collateral Agent, as mortgagee for the ratable benefit of the Collateral Agent, the trustee and the holders of the notes in an amount equal to 100% of the estimated fair market value of the Owned Premises purported to be covered by the related Mortgage, and with respect to the Existing Specified Leased Property, in an amount equal to the amount of title insurance provided to the Senior Credit Facility Agent with respect to its Mortgage on the Existing Specified Leased Property, insuring that title to such property is vested in the Company or the applicable Guarantor and that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens together with, to the extent available, such endorsements, as are customary for financings of this type, accompanied by evidence of the payment in full of all premiums thereon and (ii) such affidavits, certificates, instruments of indemnification and other items (including a so-called "gap" indemnification) of the Company or the applicable Guarantor as shall be reasonably required to induce the title insurer to issue the title insurance policies and endorsements referenced herein with respect to each of the Premises;



(3)

(i) with respect to each Premises owned or leased on the date of the indenture, ALTA surveys with respect to each of such Premises, as well as any updates or affidavits the title insurer may reasonably request in connection with removing all standard survey exceptions from the mortgagee's title insurance policies and issuing the survey-related and other endorsements to such policies required pursuant to clause (2) above and (ii) with respect to each Owned Premises acquired after the date of the indenture, ALTA surveys (to the extent existing at the time of acquisition);



(4)

"Life of Loan" Federal Emergency Standard Flood Hazard Determinations with respect to each Premises (together with notice about special flood hazard area status and flood disaster assistance, duly executed by the Company or the applicable Guarantor, and evidence of flood insurance in the event such Premises is located in a special flood hazard area);



(5)

opinions of counsel in the jurisdiction where each Premises is located and the jurisdiction of formation of the Company or the applicable Guarantor entering into the relevant Mortgage covering such matters as are customary for financings of this type, including, without limitation, the due authorization, execution and delivery of the relevant Mortgages and the enforceability thereof; and



(6)

a copy of the lease in connection with the Existing Specified Lease Property.

        The Company and any Guarantor that is a lessee of, a real property where Collateral is located, is, and will be, required to use commercially reasonable efforts (which for the avoidance of doubt, shall not require the payment by the Company or such Guarantor, as the case may be, of any fee to the lessor in connection with the obtaining of any such collateral access agreement) to deliver to the Collateral Agent a collateral access agreement, executed by the lessor of such real property but only to the extent such lessor has provided a collateral access agreement to the Senior Credit Facility Agent pursuant to the Senior Credit Facility; provided that in the case where such lease is a lease in existence on the date of the indenture, the Company or Guarantor that is the lessee thereunder shall have 90 days from the date of the indenture to satisfy such requirement. For the avoidance of doubt, if the Company or any applicable Guarantor fails to enter into a collateral access agreement after using commercially reasonable efforts (it being understood that the Company shall be solely responsible for determining whether it has used commercially reasonable efforts, which shall be set forth in an Officers' Certificate delivered to the Trustee and the Collateral Agent, (upon which the Trustee and the Collateral Agent may conclusively rely without any investigation)), the Company shall notify the holders

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of notes of such event. Neither the Collateral Agent nor the Trustee shall have any obligation to enter in such an agreement and shall have the right to decline signing such an agreement if, after being advised by counsel, the Trustee or Collateral Agent determines in good faith that such action would expose the Trustee or Collateral Agent to liability or if doing so is consistent with its rights, privileges, protections and immunities set forth in the indenture or the Collateral Documents.

Further Assurances

        The Company will do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register, as applicable, any and all such further acts, deeds, conveyances, security agreements, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments as may be required from time to time in order to: