Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

may proceed against Borrowers, any Guarantor and/or any collateral in such order as the Lender shall determine in its sole and absolute discretion. The Lender may file a separate action or actions against Borrowers and/or any Guarantor without respect to whether action is brought or prosecuted with respect to any security or against any other Person, or whether any other Person is joined in any action or actions. Each Guarantor agrees that the Lender and any Borrower Party may deal with each other in connection with the Guarantied Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the enforceability of this Guaranty. The Lender’s rights hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Guarantied Obligations which thereafter shall be required to be restored or returned by the Lender upon the bankruptcy, insolvency or reorganization of Borrowers or any other Person, or otherwise, all as though such amount had not been paid. The rights of the Lender created or granted herein and the enforceability of this Guaranty with respect to each Guarantor at all times shall remain effective to guaranty the full amount of all the Guarantied Obligations even though the Guarantied Obligations, or any part thereof, or any security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrowers or any other guarantor or surety and whether or not Borrowers shall have any personal liability with respect thereto. Each Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of Borrowers with respect to the Guarantied Obligations, (b) the unenforceability or invalidity of any security or guaranty for the Guarantied Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Guarantied Obligations, (c) the cessation for any cause whatsoever of the liability of Borrowers or any other guarantor (other than by reason of the full payment and performance of all Guarantied Obligations), (d) any failure of the Lender to marshal assets in favor of Borrowers or any other Person, (e) any failure of the Lender to give notice of sale or other disposition of any collateral to Borrowers, any Guarantor or any other Person or any defect in any notice that may be given in connection with any sale or disposition of any collateral, (f) any failure of the Lender to comply with applicable laws in connection with the sale or other disposition of any collateral or other security for any Guarantied Obligations, including, without limitation, any failure of the Lender to conduct a commercially reasonable sale or other disposition of any collateral or other security for any Guarantied Obligation, (g) any act or omission of the Lender or others that directly or indirectly results in or aids the discharge or release of Borrowers or the Guarantied Obligations or any security or guaranty therefor by operation of law or otherwise, (h) any law which provides that the obligation of a surety or guarantor must neither be large in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation, (i) any failure of the Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (j) the election by the Lender, in any bankruptcy proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code, (k) any extension of credit or the grant of any lien under Section 364 of the United States Bankruptcy Code, (l) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (n) the avoidance of any lien in favor of the Lender for any reason, (o) any bankruptcy, insolvency, reorganization, arrangement,

readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including any discharge of, or bar or stay against collecting, all or any of the Guarantied Obligations (or any interest thereof) in or as a result of any such proceeding, (p) any rights and defenses that are or may become available to any Guarantor by reason of Sections 2787 to 2855, inclusive, of the California Civil Code, or (q) any action taken by the Lender that is authorized by this Section 7 or any other provision of any Loan Document. Until such time, if any, as all of the Guarantied Obligations have been paid and performed in full and no commitment to advance funds to Borrowers remains in effect and all Letters of Credit shall have expired or been cancelled, no Guarantor shall have any rights of subrogation, contribution, reimbursement or indemnity with respect to Borrowers, any other Guarantor or any other Person liable for any portion of the Guarantied Obligations, and until such time, each Guarantor expressly waives any right to enforce any remedy that the Lender now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by the Lender. Each Guarantor expressly waives all set-offs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurring of new or additional Guarantied Obligations.

          8. Condition of Borrower Parties. Each Guarantor represents and warrants to the Lender that it has established adequate means of obtaining financial and other information pertaining to the businesses, operations and condition (financial and otherwise) of Borrowers and their properties on a continuing basis, and that such Guarantor now is and hereafter will be completely familiar with the businesses, operations and condition (financial and otherwise) of Borrowers and their properties. Each Guarantor hereby expressly waives and relinquishes any duty on the part of the Lender (should any such duty exist) to disclose to any Guarantor any matter, fact or thing related to the businesses, operations or condition (financial or otherwise) of Borrowers or their properties, whether now known or hereafter known by the Lender during the life of this Guaranty. With respect to any of the Guarantied Obligations, the Lender need not inquire into the powers of Borrowers or the officers or employees acting or purporting to act on their behalf, and all Guarantied Obligations made or created in good faith reliance upon the professed exercise of such powers shall be guarantied hereby.

          9. Liens on Real Property. In the event that all or any part of the Guarantied Obligations at any time are secured by any one or more deeds of trust or mortgages or other instruments creating or granting liens on any interests in real property, each Guarantor authorizes the Lender, upon the occurrence of and during the continuance of any Event of Default, at its sole option, without notice or demand and without affecting any Guarantied Obligations of any Guarantor, the enforceability of this Guaranty, or the validity or enforceability of any liens of the Lender on any collateral, to foreclose any or all of such deeds of trust or mortgages or other instruments by judicial or nonjudicial sale. Each Guarantor understands and acknowledges that if the Lender forecloses, either by judicial foreclosure or by exercise of power of sale, any deed of trust securing the indebtedness, that foreclosure could impair or destroy any ability that any Guarantor may have to seek reimbursement, contribution

6

or indemnification from Borrowers or others based on any right any Guarantor may have of subrogation, reimbursement, contribution or indemnification for any amounts paid by any Guarantor under this Guaranty. Each Guarantor further understands and acknowledges that in the absence of this paragraph, such potential impairment or destruction of any Guarantor’s rights, if any, may entitle Guarantor to assert a defense to this Guaranty based on Section 580d of the California Code of Civil Procedure as interpreted in Union Bank v. Gradsky, 265 Cal. App. 2d. 40 (1968). By executing this Guaranty, each Guarantor freely, irrevocably and unconditionally: (i) waives and relinquishes that defense and agrees that each Guarantor will be fully liable under this Guaranty even though the Lender may foreclose, either by judicial foreclosure or by exercise of power of sale, any deed of trust securing the indebtedness; (ii) agrees that each Guarantor will not assert that defense in any action or proceeding which the Lender may commence to enforce this Guaranty; (iii) acknowledges and agrees that the rights and defenses waived by each Guarantor in this Guaranty include any right or defense that any Guarantor may have or be entitled to assert based upon or arising out of any one or more of Sections 580a, 580b, 580d or 726 of the California Code of Civil Procedure or Section 2848 of the California Civil Code; and (iv) acknowledges and agrees that the Lender is relying on this waiver in creating the indebtedness, and that this waiver is a material part of the consideration which the Lender is receiving for creating the indebtedness.

          10. Costs and Expenses. Each Guarantor agrees to pay to the Lender all costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements, and costs allocated to in-house counsel) incurred by the Lender in the enforcement or attempted enforcement of this Guaranty, whether or not an action is filed in connection therewith, and in connection with any waiver or amendment of any term or provision hereof. All advances, charges, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred or paid by the Lender in exercising any right, privilege, power or remedy conferred by this Guaranty, or in the enforcement or attempted enforcement thereof, shall be subject hereto and shall become a part of the Guarantied Obligations and shall be paid to the Lender by each Guarantor, immediately upon demand, together with interest thereon at the rate(s) provided for under the Credit Agreement.

          11. Construction of This Guaranty. This Guaranty is intended to give rise to absolute and unconditional obligations on the part of each Guarantor; hence, in any construction hereof, notwithstanding any provision of any Loan Document to the contrary, this Guaranty shall be construed strictly in favor of the Lender in order to accomplish its stated purpose.

          12. Liability. The liability of each Guarantor hereunder is several and is independent of any other guaranties at any time in effect with respect to all or any part of the Guarantied Obligations, and each Guarantor’s liability hereunder may be enforced regardless of the existence of any such guaranties. Any termination by or release of any Guarantor in whole or in part (whether it be another Guarantor under this instrument or not) shall not affect the continuing liability of any Guarantor hereunder, and no notice of any such termination or release shall be required. The execution hereof by each Guarantor is not founded upon an expectation or understanding that there will be any other guarantor of the Guarantied Obligations.

          13. Additional Guarantors. From time to time entities which become Material Domestic Subsidiaries of Borrowers may become a Guarantor by executing and delivering (i) a Certificate Regarding Additional Guarantors substantially in the form of Exhibit A attached hereto (the “Guarantor Certificate”) and (ii) a Certificate of Secretary substantially in the form of Exhibit B attached hereto (the “Secretary’s Certificate for Guarantor” and together with the Guarantor Certificate, the “Additional Guarantor Documents”). Upon the Lender’s receipt of the Additional Guarantor Documents, this Guaranty shall be deemed amended to include such additional Person as a Guarantor and such Person shall become a party hereto as though a signatory hereto, with no amendment or further action required hereunder and, thereafter, all references to Guarantor shall include such additional Person.

          14. Amendment or Waiver of Guaranty; Incorporated Terms. No amendment or waiver of any provision of this Guaranty, and no consent with respect to any departure by Guarantors shall be effective unless the same shall be in writing and signed by the Lender and Guarantors, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Sections 9.1, 10.3, 10.4, 10.6, 10.7, 10.8, 10.10, 10.14, 10.15 and 10.16 of the Syndicated Agreement are hereby incorporated herein by reference as though fully set forth fully herein.

[Remainder of page left intentionally blank]

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

		ALLEGHENY STEEL DISTRIBUTORS, INC. ALUMINUM AND STAINLESS, INC. CCC STEEL, INC. CHAPEL STEEL CORP. CHATHAM STEEL CORPORATION DURRETT SHEPPARD STEEL CO., INC. PACIFIC METAL COMPANY PDM STEEL SERVICE CENTERS, INC. PHOENIX CORPORATION TOMA METALS, INC. VALEX CORP. VIKING MATERIALS, INC.
		By:
		Name:		Karla Lewis
		Title:		Vice President and Secretary of each of the
				foregoing
		PRECISION STRIP, INC. SISKIN STEEL & SUPPLY COMPANY, INC.
		By:
		Name:		Karla Lewis
		Title:		Vice President and Assistant Secretary of
				each of the foregoing
		LUSK METALS SERVICE STEEL AEROSPACE CORP
		By:
		Name:		Karla Lewis
		Title:		Chief Financial Officer and Secretary of
				each of the foregoing

		AMERICAN METALS CORPORATION
		By:
		Name:		Karla Lewis
		Title:		Vice President, Chief Financial Officer and
				Secretary of the foregoing
		AMERICAN STEEL, L.L.C.
		By:
		Name:		Karla Lewis
		Title:		Chief Financial Officer, Treasurer and
				Secretary of the foregoing
		AMI METALS, INC.
		By:
		Name:		Karla Lewis
		Title:		Vice President, Chief Financial Officer and
				Secretary of the foregoing
		CENTRAL PLAINS STEEL CO.
		By:
		Name:		Karla Lewis
		Title:		Vice President, Treasurer and Secretary of the
				foregoing
		LIEBOVICH BROS., INC.
		By:
		Name:		Karla Lewis
		Title:		Vice President, Assistant Treasurer and
				Assistant Secretary of the foregoing

ACKNOWLEDGED:
BANK OF AMERICA, N.A., as the Lender
By:
Name:
Title:

EXHIBIT A TO MASTER SUBSIDIARY GUARANTY

CERTIFICATE REGARDING ADDITIONAL GUARANTORS

Dated:                                         ,                     

          Reference is made to that certain Master Subsidiary Guaranty dated as of July 31, 2006, as amended (the “Guaranty”), by and among the Guarantors from time to time party thereto in favor of Bank of America, N.A., as the Lender. Unless otherwise defined herein, capitalized terms used herein have the respective meanings assigned to them in the Guaranty and the Credit Agreement referred to therein.

                                                                      , a Material Domestic Subsidiary of                                         , (“Material Domestic Subsidiary”) hereby elects to become a Guarantor under the Guaranty, and agrees to be bound by all the terms and conditions applicable to a Guarantor thereunder as of the date hereof.

          The undersigned Material Domestic Subsidiary hereby represents and warrants that the execution, delivery and performance of any Loan Documents to which it is to be a party will not violate any law, decree or judgment applicable to the undersigned, except as will not have a Material Adverse Effect.

          This Certificate Regarding Additional Guarantors is executed by the parties hereto as of the date first written above.

		[                    ], as a Material Domestic Subsidiary and a Guarantor
		By: Name:
		Title:

ACKNOWLEDGED:
BANK OF AMERICA, N.A., as the Lender
By:
Name:
Title:

EXHIBIT B TO MASTER SUBSIDIARY GUARANTY

CERTIFICATE OF SECRETARY
OF
[NAME OF MATERIAL DOMESTIC SUBSIDIARY]

     The undersigned does hereby certify as of [Date] that he/she is the duly elected and acting Secretary of [Name of Material Domestic Subsidiary], a [State] corporation (the “Company”), and that:

	1.		Attached hereto as Exhibit A is a true, correct and complete copy of the Articles of Incorporation of the Company, certified by the Secretary of State of the State of [State] (the “Secretary of State”) on the date indicated on such certification, and all amendments to such Articles of Incorporation on file with the Secretary of State as of the date hereof.
	2.		Attached hereto as Exhibit B is a true, correct and complete copy of the duly adopted Bylaws of the Company, and any amendments thereto, and such Bylaws are in full force and effect on the date hereof.
	3.		Attached hereto as Exhibit C is a true, correct and complete copy of resolutions duly adopted as of [Date] by the Board of Directors of the Company authorizing the execution and delivery of the Master Subsidiary Guaranty to which it is a party. Said resolutions have not been amended, rescinded or modified since their adoption and remain in full force and effect on the date hereto.
	4.		The authorized officers listed in Exhibit D are duly elected, qualified and acting officers of the Company holding the office(s) listed opposite their respective names, and set forth opposite each person’s name is such person’s genuine signature. Such persons are authorized to sign, on behalf of the Company, all documents referred to in the resolutions attached hereto as Exhibit D.

     IN WITNESS WHEREOF, the undersigned has hereunto set his/her hand as of the date first written above.

		Secretary