RELIANCE STEEL & ALUMINUM CO.

Exhibit 4.1

RELIANCE STEEL & ALUMINUM CO.

SECOND AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT

          This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of September 25, 2009 and entered into by and among Reliance Steel & Aluminum Co., a California corporation (“Borrower”), the lenders party to the Credit Agreement (the “Lenders”) and Bank of America, N.A., as administrative agent for the Lenders (the “Administrative Agent”) and is made with reference to that certain Amended and Restated Credit Agreement dated as of November 9, 2006, as amended by a First Amendment dated as of July 31, 2008 (the “Credit Agreement”), by and among Borrower, Lenders and Administrative Agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.

RECITALS

          WHEREAS, Borrower desires to modify certain provisions of the Credit Agreement.

          WHEREAS, Borrower and the Lenders have agreed to make such modifications on the terms and subject to the conditions contained in this Amendment.

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

Section 1. AMENDMENTS TO THE CREDIT AGREEMENT

     1.1 Borrowers. RSAC Management Corp., a California Corporation (“RSAC Management”) having merged with Borrower party to this Amendment as of January 1, 2009 as permitted by Section 7.7(a) of the Credit Agreement, (a) all references in the Credit Agreement and the other Loan Documents to RSAC Management shall be construed as solely references to Borrower party to this Amendment; (b) all references to more than one Borrower are amended to refer to the remaining Borrower; and (c) provisions of the Credit Agreement and the other Loan Documents are adjusted to have their correlative meaning in respect of a single Borrower.

     1.2 New Definitions. The following new definitions are added to Section 1.1 of the Credit Agreement in correct alphabetical order to read as follows:

     “‘Extended Maturity Date’ has the meaning given in the definition of ‘Maturity Date.’”

     “‘Extending Lender’ means each Lender whose Commitment appears in the Commitment of Extending Lenders column on Schedule 2.1 to the Second Amendment and its successors and assigns in accordance with Section 10.6.”

     “‘Initial Maturity Date’ has the meaning given in the definition of “Maturity Date.”

     “‘Non-Extending Lender’ means any Lender that is not an Extending Lender.”

     “‘Second Amendment’ means the Second Amendment to this Agreement dated as of September 25, 2009.”

     “‘Second Amendment Effective Date’ means the date on which the Administrative Agent notifies the parties to this Agreement that all of the conditions to the effectiveness of the Second Amendment have been satisfied.”

     “‘Travel Main Acquisition’ means the Acquisition by Borrower of all outstanding capital stock of Travel Main Corporation, a Delaware corporation, for an aggregate consideration not to exceed $80,000,000, of which not more than $50,000,000 is paid by assumption of Indebtedness that is non-recourse to Borrower and its Subsidiaries, except for normal and customary carve-outs, and the remainder of which is paid in cash.”

     1.3 Amended Definitions. The definitions of “Base Rate,” “Commitment,” “EBIT,” “Fee Letter,” “Maturity Date” and “Net Income” in Section 1.1 of the Credit Agreement are deleted in their entirety and are replaced with the following definitions:

     “‘Base Rate’ means, for any day, a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus ¹/2 of 1%, (b) the rate of interest in effect for such day as publically announced from time to time by Bank of America as its “Prime Rate” and (c) the rate determined by Bank of America to be the Eurodollar Rate for a one month Interest Period beginning on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, where, the ‘Prime Rate’ is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above or below such announced rate. Any change (i) in such Prime Rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change and (ii) in such Eurodollar Base Rate shall take effect on the date of such change.”

     “‘Commitment’ means (a) until the Initial Maturity Date, for each Lender, the amount set forth opposite such Lender’s name on Schedule 2.1 and (b) on and after the Initial Maturity Date, for each Extending Lender, the amount set forth opposite such Extending Lender’s name on Schedule 2.1, as any such Commitment amount of any Lender may be reduced or adjusted from time to time pursuant to the terms of this Agreement (collectively, as of any time, the ‘Aggregate Commitments’). The respective Pro Rata Shares of the Aggregate Commitments as of the Second Amendment Effective Date are set forth in Schedule 2.1 attached to the Second Amendment.”

     “‘EBIT’ means, with respect to any Person and with respect to any fiscal period, the sum of (a) Net Income of that Person for that period, plus (b) any non-operating non-recurring loss reflected in such Net Income, minus (c) any non-operating non-recurring gain reflected in such Net Income, plus (d) Interest Expense of that Person for that period, plus (e) the aggregate amount of federal and state taxes on or measured by income of that Person for that period (whether or not payable during that period) plus (f) non-recurring non-cash expenses (excluding depreciation and amortization) of that Person, including, without limitation, non-cash expense realized on an accelerated basis in connection with prepayment of the Term Loan, in the case of each clause (a) through (f) in accordance with GAAP.”

     “‘Fee Letter’ means, collectively, any fee letters entered into among Borrower, Administrative Agent and Arranger with respect to fees payable under this Agreement.”

     “‘Maturity Date’ means (a) for the $80,000,000 of the Commitments held by the Non-Extending Lenders, November 9, 2011 (the ‘Initial Maturity Date’) and (b) for the

$1,020,000,000 of the Commitments held by the Extending Lenders, November 9, 2012 (the ‘Extended Maturity Date’); provided, however, that if Borrower shall fail to timely make any payments payable to the Non-Extending Lenders on the Initial Maturity Date, the Extended Maturity Date shall coincide with the Initial Maturity Date.”

     “‘Net Income’ means, with respect to any fiscal period, the consolidated net income of Borrower and its Subsidiaries, excluding any consolidated net income not attributable to Borrower and its Subsidiaries, for that period, determined in accordance with GAAP, consistently applied.

     1.4 Applicable Margin. The introductory paragraph and pricing grid appearing in the definition of “Applicable Margin” in Section 1.1 of the Credit Agreement are deleted in their entirety and replaced with the following paragraph and pricing grid:

     “‘Applicable Margin’ means, for any Pricing Period, the per annum amounts set forth below (in basis points per annum) opposite the applicable Pricing Level; provided, however, that until Administrative Agent’s receipt of the Compliance Certificate for the period ending September 30, 2009 required under Section 6.2(a), such amounts for Extending Lenders shall be those indicated for Pricing Level 4:

																Extending Lenders
				Non-Extending Lenders												and Swing Line Lender
		Total
Pricing		Leverage		Letters of Credit				Base Rate				Commitment				Letters of Credit				Base Rate				Commitment
Level		Ratio		Eurodollar Rate +				+				Fee				Eurodollar Rate +				+				Fee
1		>0.55:1.00			100.0				0.0				25.0				400.0				300.0				50.0
2		<0.55:1.00 but >0.45:1.00			75.0				0.0				15.0				400.0				300.0				50.0
3		<0.45:1.00 but >0.35:1.00			55.0				0.0				12.5				375.0				275.0				45.0
4		<0.35:1.00 but >0.25:1.00			45.0				0.0				10.0				350.0				250.0				40.0
5		<0.25:1.00			37.5				0.0				8.0				325.0				225.0				35.0

     1.5 Minimum Amount. The definition of “Minimum Amount” is amended to add the end thereof the following sentence:

“Notwithstanding the foregoing, the Minimum Amount of Loans that may be repaid on the Initial Maturity Date shall be the amount, if any required, to repay Loans required to be repaid on such date in accordance with Section 2.16 of this Agreement.”

     1.6 Swing Line Loans. Sections 2.3(a) and 2.3(b) of the Credit Agreement are amended to replace the term “Maturity Date” with “Extended Maturity Date.”

     1.7 Expiration Date of Letters of Credit. Sections 2.4(a) and 2.4(f) of the Credit Agreement are amended to replace the term “Maturity Date” with “Extended Maturity Date.”

     1.8 Voluntary Reduction or Termination of Commitments. The first proviso to the first sentence in Section 2.6 of the Credit Agreement is amended to read as follows:

“provided, that Borrower shall not terminate or reduce the Commitments if, after giving effect thereto and any concurrent prepayment hereunder, the Outstanding Obligations would exceed the Aggregate Commitments or the Letter of Credit Usage would exceed the remaining Commitments of the Extending Lenders;”

     1.9 Initial Maturity Date. A new Section 2.16 is added immediately after Section 2.15 to read as follows:

     “2.16 The Initial Maturity Date and Payments to Non-Extending Lenders.

     “(a) On the Initial Maturity Date, in addition to repaying Committed Loans to the Non-Extending Lenders in accordance with Section 2.7(a) together with interest thereon, Borrower agrees to (i) pay to Administrative Agent for the account of the Non-Extending Lenders accrued and unpaid fees and expenses payable to Non-Extending Lenders under Section 2.8 or any other provisions of this Agreement and (ii) prepay Swing Line Loans and other Committed Loans, together with interest thereon, in accordance with Sections 2.3 and 2.5, respectively, in an aggregate principal amount equal to the amount, if any, by which (A) the Outstanding Amount of Loans remaining after repayment of Committed Loans to the Non-Extending Lenders in accordance with Section 2.7(a) plus the Outstanding Amount of Letter of Credit Usage on the Initial Maturity Date exceeds (B) the Aggregate Commitments of the Extending Lenders. Any such prepayments shall be applied first to Swing Line Loans and then to Committed Loans, and any such repayment of a Eurodollar Rate Loan made as contemplated by this Section 2.16(a) on a date other than the last day of the relevant Interest Period shall be accompanied by any amount payable in accordance with Section 3.6.

     “(b) Unless the Aggregate Commitments otherwise terminate on or prior to the Initial Maturity Date, on the Initial Maturity Date, the Commitments of the Non-Extending Lenders will terminate, and the Swing Line Lender and Issuing Lender shall automatically be deemed to have (i) repurchased from each of the Non-Extending Lenders, and the Non-Extending Lenders shall be deemed to have sold, the outstanding participation interests in outstanding Swing Line Loans and Letter of Credit Usage, respectively, previously sold to such Non-Extending Lender by the Swing Line Lender and the Issuing Lender pursuant to Sections 2.3(d) and 2.4(c) and (ii) sold the participation interests so repurchased to the Extending Lenders, and the Extending Lenders shall be deemed to have purchased such participation interests, in accordance with their respect Pro Rata Shares of the Aggregate Commitments remaining outstanding under this Agreement.

     “(c) Each Extending Lender’s and Non-Extending Lender’s Pro Rata Share of interest and commitment fees payable hereunder shall be determined taking into account the differing Applicable Margins applicable to the Extending Lenders and Non-Extending Lenders, respectively.”

     1.10 Investments. Section 7.2(f) of the Credit Agreement is deleted in its entirety and replaced with the following:

     “(f) Other Investments in the aggregate not exceeding (i) during the period from the Second Amendment Effective Date until and including June 30, 2010, $35,000,000 and (ii) after June 30, 2010, 10% of Consolidated Net Worth as of the end of the most recently ended Fiscal Quarter.”

     1.11 Permitted Indebtedness. Section 7.3(h) of the Credit Agreement is deleted in its entirety and replaced with the following:

     “(h) (i) non-recourse Indebtedness (subject to normal and customary carve-outs) not to exceed $50,000,000 incurred in connection with the Travel Main Acquisition and (ii) other Indebtedness in addition to that described in the preceding clause (i) and Sections 7.3(a) through 7.3(g) above incurred for business purposes (including, without limitation, capital leases and Synthetic Leases) in an aggregate principal amount at any one time outstanding not to exceed $75,000,000.”

     1.12 Acquisitions. Section 7.8(a) of the Credit Agreement is deleted in its entirety and replaced with the following:

     “(a) (i) Make or agree to make any Acquisition as of any date if after giving effect thereto, Borrower would not be in compliance with the terms and conditions of this Agreement on a pro forma basis or (ii) except for the Travel Main Acquisition, (A) make or agree to make any Acquisition during the period from the Second Amendment Effective Date through and including December 31, 2009 or (B) make or agree to make any Acquisition during the period from and including January 1, 2010 through and including June 30, 2010 if, after giving effect thereto, the aggregate consideration paid for Acquisitions (other than the Travel Main Acquisition) during such period would exceed the sum of (A) 100% of the EBITDA of Borrower and its Subsidiaries, on a consolidated basis, during the most recent four Fiscal Quarters for which financial statements have been received by the Administrative Agent pursuant to Section 6.1 plus (B) the amount of consideration paid in equity securities of Borrower for Acquisitions on or after January 1, 2010 plus the proceeds of common stock (net of customary fees, commissions, costs and other expenses incurred in connection therewith) otherwise issued by the Borrower on or after the Second Amendment Effective Date; or”

     1.13 Interest Coverage Ratio. Section 7.10 of the Credit Agreement is deleted in its entirety and replaced with the following:

     “7.10 Interest Coverage Ratio. Permit the Interest Coverage Ratio to be less than (a) as of September 30, 2009, December 31, 2009 and March 31, 2010, 2.00 to 1.00 or (b) as of the last day of any other Fiscal Quarter, 3.00 to 1.00.”

     1.14 Total Leverage Ratio. Section 7.11 of the Credit Agreement is deleted in its entirety and replaced with the following:

     “7.11 Total Leverage Ratio. Permit the Total Leverage Ratio to be greater than (a) as of September 30, 2009, December 31, 2009 and March 31, 2010, 0.50 to 1.00 or (b) as of the last day of any other Fiscal Quarter, 0.60 to 1.00.

     1.15 Distributions. Section 7.14 of the Credit Agreement is deleted in its entirety and replaced with the following:

     “7.14 Distributions. (a) Make any Distribution at any time, whether from capital, income or otherwise, and whether in Cash or other Property if, after giving effect thereto,

Borrower would not be in compliance with the terms and conditions of this Agreement on a pro forma basis or (b) make any Distributions for the retirement, redemption, purchase or other acquisition of Borrower’s or any of its Subsidiaries’ equity securities during the period from the Second Amendment Effective Date until and including June 30, 2010 in an aggregate amount in excess of $35,000,000 or (c) declare or pay dividends or other Distributions on account of equity securities of Borrower or any of its Subsidiaries during the period from the Second Amendment Effective Date until and including June 30, 2010 in an aggregate amount in excess of the sum of (i) $40,000,000 plus (ii), to the extent that Borrower issues common equity securities after the Second Amendment Effective Date, dividends and other Distributions on such common equity securities proportionate to the Distributions made during such period on account of common equity securities outstanding immediately prior to the Second Amendment Effective Date.”

     1.16 Amendments. Section 10.1(b) of the Credit Agreement is amended to delete the phrase “except for any such extension made in accordance with Section 2.12.”

     1.17 Subsidiaries. Schedule 5.15 of the Credit Agreement is deleted in its entirety and replaced with Schedule 5.15 to this Amendment.

Section 2. CONDITIONS TO EFFECTIVENESS

          This Amendment shall become effective when all of the following conditions precedent have been satisfied:

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

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

                    (ii) evidence that the Term Loan has been or will be repaid in full no later than the Second Amendment Effective Date; and

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

               B. Borrower shall have executed a fee letter with Arranger and Administrative Agent, and Arranger shall have received the fees that are due and payable thereunder.

               C. Borrower shall have paid to Administrative Agent for the pro rata account of each Extending Lender timely executing and delivering this Amendment an amendment fee equal to 25 basis points of such Lender’s Commitment.

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

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

Section 3. BORROWER’S REPRESENTATIONS AND WARRANTIES

          In order to induce Lenders to enter into this Amendment and to amend the Credit Agreement in the manner provided herein, Borrower represents and warrants to each Lender that the following statements are true, correct and complete:

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

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

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

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

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

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

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

Section 4. MISCELLANEOUS

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

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

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

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

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

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

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

[Remainder of page intentionally left blank]

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

		BORROWER:
		RELIANCE STEEL & ALUMINUM CO.,
		a California corporation
		By:		/s/ David H. Hannah
		Name:		David H. Hannah
		Title:		Chairman and Chief Executive Officer
		By:		/s/ Karla Lewis
		Name:		Karla Lewis
		Title:		Executive Vice President and Chief Financial Officer

		BANK OF AMERICA, N.A.,
		as Administrative Agent
		By:		/s/ Ken Puro
		Name:		Ken Puro
		Title:		Vice President

		BANK OF AMERICA, N.A.,
		as Issuing Lender, Swing Line Lender and a Lender
		By:		/s/ Matthew Koenig
		Name:		Matthew Koenig
		Title:		Senior Vice President

		WACHOVIA BANK, N.A.,
		as Syndication Agent and a Lender
		By:		/s/ Stender E. Sweeney II
		Name:		Stender E. Sweeney II
		Title:		Senior Vice President

		CITICORP NORTH AMERICA, INC.,
		as Co-Documentation Agent and a Lender
		By:		/s/ George Calfo
		Name:		George Calfo
		Title:		Managing Director

		JPMORGAN CHASE BANK, N.A.
		as Co-Documentation Agent and a Lender
		By:		/s/ Ling Li
		Name:		Ling Li
		Title:		Vice President

		WELLS FARGO BANK, N.A.,
		as a Lender
		By:		/s/ David W. Shaw
		Name:		David W. Shaw
		Title:		Vice President

		KEYBANK NATIONAL ASSOCIATION,
		as a Lender
		By:		/s/ Suzannah Harris
		Name:		Suzannah Harris
		Title:		Vice President

		UNION BANK, N.A., as a Lender
		By:		/s/ Peter Thompson
		Name:		Peter Thompson
		Title:		Vice President

		U.S. BANK NATIONAL ASSOCIATION,
		as a Lender
		By:		/s/ Richard J. Ameny, Jr.
		Name:		Richard J. Ameny, Jr.
		Title:		Vice President

		UBS LOAN FINANCE LLC,
		as a Lender
		By:		/s/ Irja R. Otsa		/s/ Marie A. Haddad
		Name:		Irja R. Otsa		Marie A. Haddad
		Title:		Associate Director Banking Products Services US		Associate Director Banking Products Services US

		COMERICA BANK,
		as a Lender
		By:		/s/ Elise M. Moore
		Name:		Elise M. Moore
		Title:		Vice President

		FIFTH THIRD BANK,
		as a Lender
		By:		/s/ Gary S. Losey
		Name:		Gary S. Losey
		Title:		Vice President

		BNP PARIBAS,
		as a Lender
		By:		/s/ Jamie Dillon		/s/ Joseph Mack
		Name:		Jamie Dillon		Joseph Mack
		Title:		Managing Director		Vice President

		THE NORTHERN TRUST COMPANY,
		as a Lender
		By:		/s/ Morgan A. Lyons
		Name:		Morgan A. Lyons
		Title:		Vice President

CONSENT AND AGREEMENT OF GUARANTORS

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

W I T N E S S E T H:

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

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

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

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

(Intentionally left blank.)

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

GUARANTORS:

ALLEGHENY STEEL DISTRIBUTORS, INC.
ALUMINUM AND STAINLESS, INC.
AMERICAN METALS CORPORATION
AMI METALS, INC.
CCC STEEL, INC.
CHAPEL STEEL CORP.
CHATHAM STEEL CORPORATION
CLAYTON METALS, INC.
CREST STEEL CORPORATION
DELTA STEEL, INC.
DURRETT SHEPPARD STEEL CO., INC.
EARLE M. JORGENSEN COMPANY
FERALLOY CORPORATION
INFRA-METALS CO.
LBT, INC.
LIEBOVICH BROS., INC.
METALS SUPPLY COMPANY, LTD.
PACIFIC METAL COMPANY
PDM STEEL SERVICE CENTERS, INC.
PHOENIX CORPORATION
PRECISION FLAMECUTTING AND STEEL, INC.
PRECISION STRIP INC.
PRECISION STRIP TRANSPORT, INC.
SERVICE STEEL AEROSPACE CORP.
SISKIN STEEL & SUPPLY COMPANY, INC.
SMITH PIPE & STEEL COMPANY
SUGAR STEEL CORPORATION
TOMA METALS, INC.
VIKING MATERIALS, INC.
YARDE METALS, INC.

		By:
		Name:		Karla Lewis
		Title:		Vice President and Secretary of each of the foregoing
		PNA GROUP, INC.
		By:
		Name:		Karla Lewis
		Title:		Vice President, Chief Financial Officer and Secretary of the foregoing

SCHEDULE 2.1

														Pro Rata Share
						Pro Rata Share								After
						Before Termination								Termination of
						of Non-Extending				Commitment of				Non-Extending
						Lenders’				Extending				Lenders’
Lender		Commitment				Commitments				Lender				Commitments
Bank of America, N.A.		$	200,000,000.00				18.181818182	%		$	200,000,000.00				19.607843137	%
Wachovia Bank, N.A.		$	125,000,000.00				11 ###-###-####	%		$	125,000,000.00				12 ###-###-####	%
JPMorgan Chase Bank, N.A.		$	125,000,000.00				11 ###-###-####	%		$	125,000,000.00				12 ###-###-####	%
Citicorp North America, Inc.		$	125,000,000.00				11 ###-###-####	%		$	125,000,000.00				12 ###-###-####	%
Wells Fargo Bank, N.A.		$	100,000,000.00				9.090909091	%		$	100,000,000.00				9.803921569	%
Key Bank National Association		$	50,000,000.00				4 ###-###-####	%		$	50,000,000.00				4.901960784	%
Union Bank, N.A.		$	50,000,000.00				4 ###-###-####	%		$	50,000,000.00				4.901960784	%
U.S. Bank National Association		$	50,000,000.00				4 ###-###-####	%		$	50,000,000.00				4.901960784	%
Credit Suisse, Cayman Islands Branch		$	45,000,000.00				4.090909091	%
UBS Loan Finance LLC		$	45,000,000.00				4.090909091	%		$	45,000,000.00				4.411764706	%
Comerica Bank		$	40,000,000.00				3 ###-###-####	%		$	40,000,000.00				3.921568627	%
Fifth Third Bank		$	40,000,000.00				3 ###-###-####	%		$	40,000,000.00				3.921568627	%
BNP Paribas		$	35,000,000.00				3.181818182	%		$	35,000,000.00				3.431372549	%
Mizuho Corporate Bank, Ltd.		$	35,000,000.00				3.181818182	%
The Northern Trust Company		$	35,000,000.00				3.181818182	%		$	35,000,000.00				3.431372549	%
TOTAL		$	1,100,000,000				100.000000000	%		$	1,020,000,000.00				100.000000000	%

SCHEDULE 5.15

SUBSIDIARIES¹

		Jurisdiction		Form of				# of Shares Owned
		of		Legal		# of Shares		and
Name		Organization		Entity		Outstanding		by Whom
Allegheny Steel Distributors, Inc.		PA		Corporation		1,000		1,000 by RSA
Aluminum and Stainless, Inc.		LA		Corporation		5,582		5,582 by RSA
American Metals Corporation2		CA		Corporation		100		100 by RSA
AMI Metals, Inc.		TN		Corporation		1,400		1,400 by RSA
AMI Metals Europe SPRL3		Belgium		Corporation		210,855		189,770 by AMI 21,085 by RSA
CCC Steel, Inc.		DE		Corporation		3,625.8		3,625.8 by RSA
Chapel Steel Corp.		PA		Corporation		597		597 by RSA
Chatham Steel Corporation		GA		Corporation		9,585.667		9,585.667 by RSA
Clayton Metals, Inc.		IL		Corporation		1,000		1,000 by RSA
Crest Steel Corporation		CA		Corporation		13,140.604465 Voting 1,314,060.4 Non-Voting		13,140.604465 Voting by RSA 1,314,060.4 Non-Voting by RSA
Delta Steel, Inc. 4		TX		Corporation		2,000		2,000 by PNA Group8

		Jurisdiction		Form of				# of Shares Owned
		of		Legal		# of Shares		and
Name		Organization		Entity		Outstanding		by Whom
Durrett Sheppard Steel Co., Inc.		CA		Corporation		100		100 by RSA
Earle M. Jorgensen (Asia) SDN. BHD.		Malaysia		Corporation		100		100 by RAH10
Earle M. Jorgensen Company5		DE		Corporation		1,000		1,000 by RSA
Everest Metals (Suzhou) Co. Ltd.		PRC		Corporation		100% equity interest		100% equity interest by RPP6
Feralloy Corporation		DE		Corporation		40,000		40,000 by PNA Group8
Infra-Metals Co.		GA		Corporation		10,000		10,000 by PNA Group8
LBT, Inc.		IL		Corporation		1,200		1,200 by Liebovich7
Liebovich Bros., Inc.7		IL		Corporation		13,203		13,203 by RSA
Metals Supply Company, Ltd. 8		TX		Corporation		10,000		10,000 by PNA Group8
Metalweb Limited		UK		Corporation		550,701		550,701 by RSA
Pacific Metal Company		OR		Corporation		100		100 by RSA
PDM Steel Service Centers, Inc.		CA		Corporation		1,000		1,000 by RSA
Phoenix Corporation		GA		Corporation		6,229		6,229 by RSA
PNA Group, Inc.		DE		Corporation		1,000		1,000 by RSA8
Precision Flamecutting and Steel, Inc.		TX		Corporation		1,000		1,000 by PNA Group8

		Jurisdiction		Form of				# of Shares Owned
		of		Legal		# of Shares		and
Name		Organization		Entity		Outstanding		by Whom
Precision Strip, Inc.9		OH		Corporation		1,000 Class A Voting 3,935 Class B Non-Voting		1,000 Class A Voting by RSA 3,935 Class B Non-Voting by RSA
Precision Strip Transport, Inc.		OH		Corporation		60 Class A Voting		60 Class A Voting by Precision Strip9
Reliance Asia Holdings Pte. Ltd. 10		Singapore		Corporation		3,702,000		3,702,000 by RSA
Reliance Metalcenter Asia Pacific Pte. Ltd.		Singapore		Corporation		3,000,000		3,000,000 by RAH10
Reliance Metals Canada Limited11		Alberta, Canada		Corporation		1		1 by EMJ
Reliance Pan Pacific Pte.Ltd.6		Singapore		Corporation		8,228,860 ordinary shares		8,228,860 by RSA
Service Steel Aerospace Corp. 12		DE		Corporation		100		100 by RSA
Siskin Steel & Supply Company, Inc. 13		TN		Corporation		88,000 voting common 3,691,116 non-voting common		88,000 by RSA 3,691,116 by RSA
Smith Pipe & Steel Company		AZ		Corporation		396,100 common 500,000 preferred		396,100 common shares by Delta Steel, Inc. 4,8 500,000 preferred shares by Delta Steel, Inc.4,8
Sugar Steel Corporation		IL		Corporation		87,008.60		87,008.60 by PNA Group8

		Jurisdiction		Form of				# of Shares Owned
		of		Legal		# of Shares		and
Name		Organization		Entity		Outstanding		by Whom
Team Tube Canada ULC (formerly RSAC Canada (Tube) ULC)		Alberta, Canada		Corporation		44,707		44,707 by RMCL11
Toma Metals, Inc.		PA		Corporation		100		100 by RSA
Valex Corp.		CA		Corporation		114,000		(a) 3,000 by Dan Mangan (b) 111,000 by RSA
Valex China Co., Ltd.		PRC		Corporation				100% by Valex Holdings14
Valex Holdings Limited		Hong Kong		Corporation		10,000		8,800 by Valex14
Valex Korea Co., Ltd.		Korea		Corporation		364,515		364,515 by Valex15
Viking Materials, Inc.		MN		Corporation		6,543 voting common 3,182.1 non-voting common		6,543 voting common by RSA 3,182.1 non-voting common by RSA
Yarde Metals, Inc.		CT		Corporation		15,000		15,000 by RSA