Common use of Permitted Debt Clause in Contracts

Permitted Debt. Consistent with the First Lien Notes Indenture, except: • ABL facility basket reduced to C$30 million; • New Second Lien Notes permitted; • additional pari passu indebtedness basket of C$75 million to be added to support future acquisitions, subject to the Consolidated First-Lien Leverage Ratio being at least 0.50 to 1.0 less than it was prior to the acquisition (after giving pro-forma effect to the acquisition and related incurrence of debt), and provided that any such pari passu indebtedness shall (i) have a maturity date no earlier than the maturity date of the New First Lien Notes; (ii) have no rights to mandatory redemptions or repayments (including, without limitation, from excess cash flow or proceeds from any Asset Disposition); and (iii) have covenants, events of default and economics (including without limitation coupon, interest or fees) no more favourable to the debtholder than the covenants, events of default and economics in respect of the First Lien Notes, provided that to the extent any such pari passu indebtedness has covenants, events of default or economics more favourable to the debtholder than the covenants, events of default and economics in respect of the First Lien Notes, then such more favourable terms shall also be granted in favour of the First Lien Notes; and • existing C$25 million general junior lien debt basket increased to C$100 million; provided that (i) no cash interest shall be paid on such junior lien debt until the New First Lien Notes are repaid in full, and (ii) such junior lien debt shall (x) have a maturity date later than the maturity date under the New First Lien Notes, (y) have events of default no more onerous than the New First Lien Notes Indenture, and (z) be subject to intercreditor terms that are materially consistent with the intercreditor terms set forth in the Collateral Agency Agreement and shall be provided with no greater rights than those provided to the New Second Lien Notes pursuant to the Collateral Agency Agreement.

Permitted Debt. Consistent with the First Lien Notes Indenture, except: •  ABL facility basket reduced to C$30 million; •  New Second Lien Notes permitted; •  additional pari passu indebtedness basket of C$75 million to be added to support future acquisitions, subject to the Consolidated First-Lien Leverage Ratio being at least 0.50 to 1.0 less than it was prior to the acquisition (after giving pro-forma effect to the acquisition and related incurrence of debt), and provided that any such pari passu indebtedness shall (i) have a maturity date no earlier than the maturity date of the New First Lien Notes; (ii) have no rights to mandatory redemptions or repayments (including, without limitation, from excess cash flow or proceeds from any Asset Disposition); and (iii) have covenants, events of default and economics (including without limitation coupon, interest or fees) no more favourable to the debtholder than the covenants, events of default and economics in respect of the First Lien Notes, provided that to the extent any such pari passu indebtedness has covenants, events of default or economics more favourable to the debtholder than the covenants, events of default and economics in respect of the First Lien Notes, then such more favourable terms shall also be granted in favour of the First Lien Notes; and •  existing C$25 million general junior lien debt basket increased to C$100 million; provided that (i) no cash interest shall be paid on such junior lien debt until the New First Lien Notes are repaid in full, and (ii) such junior lien debt shall (x) have a maturity date later than the maturity date under the New First Lien Notes, (y) have events of default no more onerous than the New First Lien Notes Indenture, and (z) be subject to intercreditor terms that are materially consistent with the intercreditor terms set forth in the Collateral Agency Agreement and shall be provided with no greater rights than those provided to the New Second Lien Notes pursuant to the Collateral Agency Agreement.

Permitted Debt. Consistent Create, incur, guarantee or suffer to exist any Debt, except: (a) the Obligations; (b) Subordinated Debt; (c) Permitted Purchase Money Debt; (d) Borrowed Money (other than the Obligations, Subordinated Debt and Permitted Purchase Money Debt), but only to the extent outstanding on the Closing Date and not satisfied with proceeds of the First Lien Notes initial Loans; (e) Bank Product Debt; (f) Debt permitted to be assumed or incurred in a Permitted Acquisition pursuant to clause (h) (other than clause (h)(x)(II)) of the definition of the term “Permitted Acquisition”; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) Debt in respect of Taxes, to the extent that payment thereof shall not at the time be required to be made in accordance with Section 10.1.6; (j) Debt arising from judgments or decrees in circumstances not constituting an Event of Default under Section 11.1(h); (k) intercompany loans to the extent permitted under Section 10.2.7(e); (l) Debt evidenced by (i) the Series 2008 Note dated April 23, 2008 in the original principal amount of $8,000,000 by Chicago Tube and Iron in favor of Xxxxx Fargo Bank, National Association, as trustee (the “IRB Trustee”) under the Indenture of Trust, dated as of April 1, 2008 (the “IRB Indenture”) between The Stanly County Industrial Facilities and Pollution Control Financing Authority (the “IRB Issuer”) and the IRB Trustee, which Series 2008 Note is issued pursuant to a Loan Agreement dated as of April 1 2008 (the “IRB Loan Agreement”) between the IRB Issuer and Chicago Tube and Iron relating to The Stanly County Industrial Facilities and Pollution Control Financing Authority Industrial Revenue Bonds, Series 2008 (Chicago Tube and Iron Company Project (the “IRB Bonds”; and (ii) the Reimbursement Agreement, dated as of April 1, 2008, between JPMorgan Chase Bank, N.A. and Chicago Tube and Iron pursuant to which JPMorgan Chase Bank, N.A. issued a letter of credit, dated as of April 1, 2008, for the benefit of the IRB Trustee in the face amount of $8,000,000 (the “IRB LC Documents”); the IRB Indenture, except: • ABL facility basket reduced the IRB Loan Agreement and the IRB LC Documents and each other agreement, document and instrument executed and delivered in connection therewith, in each case as in effect on the Closing Date, the “IRB Documents”). (m) Debt issued under Olympic Steel’s Registration Statement on Form S-3, as may be amended from time to C$30 million; • New Second Lien Notes permitted; • additional pari passu indebtedness basket of C$75 million to be added to support future acquisitionstime, subject to the Consolidated First-Lien Leverage Ratio being at least 0.50 to 1.0 less than it was prior to the acquisition (as long as, in each case, after giving pro-forma effect to the acquisition and related incurrence of debt)such Debt, Availability is greater than 25% of the aggregate amount of Revolver Commitments then in effect; (n) current unsecured trade, utility or nonextraordinary accounts payable (including without limitation, operating leases and provided that short term Debt owed to vendors) arising in the Ordinary Course of Business; (o) Debt consisting of Capital Leases secured by Liens permitted by Section 10.2.2(k) as long as the aggregate amount of any such pari passu indebtedness Debt incurred after the Closing Date does not exceed $6,250,000 in the aggregate during the term of this Agreement (for the avoidance of doubt, Debt permitted by Section 10.2.1(l) above shall not constitute Debt permitted by this Section 10.2.1(o)); and (ip) have a maturity date no earlier than unsecured Debt as long as the maturity date of such Debt is at least 6 months after the New First Lien Notes; (ii) have no rights to mandatory redemptions or repayments (including, without limitation, from excess cash flow or proceeds from any Asset Disposition); and (iii) have covenants, events of default and economics (including without limitation coupon, interest or fees) no more favourable to the debtholder than the covenants, events of default and economics in respect of the First Lien Notes, provided that to the extent any such pari passu indebtedness has covenants, events of default or economics more favourable to the debtholder than the covenants, events of default and economics in respect of the First Lien Notes, then such more favourable terms shall also be granted in favour of the First Lien Notes; and • existing C$25 million general junior lien debt basket increased to C$100 million; provided that (i) no cash interest shall be paid on such junior lien debt until the New First Lien Notes are repaid in full, and (ii) such junior lien debt shall (x) have a maturity date later than the maturity date under the New First Lien Notes, (y) have events of default no more onerous than the New First Lien Notes Indenture, and (z) be subject to intercreditor terms that are materially consistent with the intercreditor terms set forth in the Collateral Agency Agreement and shall be provided with no greater rights than those provided to the New Second Lien Notes pursuant to the Collateral Agency AgreementTranche A Revolver Termination Date.

Permitted Debt. Consistent with Borrow money, issue evidences of Debt or create, assume, guaranty, become contingently liable for or suffer to exist any Debt in addition to the First Lien Notes IndentureNotes, except: • ABL facility basket reduced to C$30 million; • New Second Lien Notes permitted; • additional pari passu indebtedness basket of C$75 million to be added to support future acquisitions, : (i) subject to the Consolidated First-Lien Leverage Ratio being at least 0.50 last sentence of this paragraph 5(a), Funded Debt of the Company or any Subsidiary incurred in connection with the acquisition after the Closing Date of machinery and equipment used in the business of the Company or such Subsidiary and not held as inventory for sale or lease, which Funded Debt is secured by conditional sales contracts, title retention agreements, leases which, according to 1.0 less than it was prior generally accepted accounting principles, are required to be capitalized or other purchase money security interests, provided that the Funded Debt secured by any such security interest shall not exceed the cost to the acquisition (after giving pro-forma effect to Company or such Subsidiary of the acquisition assets acquired subject thereto and related incurrence such security interest shall not encumber any property of debt), and provided that any the Company or such pari passu indebtedness shall (i) have a maturity date no earlier Subsidiary other than the maturity date of the New First Lien Notes; assets acquired subject thereto; (ii) Current Debt of the Company, which Current Debt is unsecured, provided that the Company shall at no time be liable for any Current Debt unless there shall have been a period of at least 30 consecutive days during the 12 months immediately preceding such time when the sum of (iii) Current Debt of Multiplex Technologies, Inc. ("Multiplex") to banks, provided that the outstanding principal amount of such Current Debt shall at no rights time exceed $250,000, and further provided that Multiplex shall at no time be liable for Current Debt incurred under such credit facility unless there shall have been a period of at least 30 consecutive days during the 12 months immediately preceding such time when the sum of Consolidated Current Debt and Consolidated Funded Debt shall not exceed 45% of Consolidated Capitalization; (iv) subject to mandatory redemptions the last sentence of this paragraph 5 (a) Funded Debt of Gits Manufacturing Company, Inc. ("Gits Manufacturing") to financial institutions in an aggregate original principal amount not to exceed $600,000, the proceeds of which Funded Debt are used solely to expand the manufacturing facility of Gits Manufacturing located in Creston, Iowa and to acquire certain machinery and equipment for use at such expanded facility (the property and assets so constructed or repayments acquired being herein collectively called the "Creston Facility"), provided that such Funded Debt shall be repaid in accordance with its terms with no extension, renewal or other modification; (v) Debt of Marine Industries Company, Inc. ("Marine Industries") to financial institutions in an aggregate original principal amount not to exceed $2,750,000 (and the guaranty by the Company of such Debt), the proceeds of which Debt are used solely to construct a new manufacturing and distribution facility for Marine Industries and American Foreign Industries, Inc. ("AFI") located in Napa, California and to acquire certain machinery and equipment for use at such new facility (the property and assets so constructed or acquired being herein collectively called the "Napa Facility"), provided that such Debt shall be repaid in accordance with its terms with no extension, renewal or other modification; (vi) existing Funded Debt of the Company and its Subsidiaries set forth in Exhibit C hereto, provided that all such Funded Debt shall be repaid in accordance with its terms with no extension, renewal or other modification; (vii) Debt of any Consolidated Subsidiary to the Company or another Consolidated Subsidiary, provided that such Debt shall be evidenced by a note (unless such Debt is incurred by a Wholly-Owned Subsidiary, in which case (viii) subject to the last sentence of this paragraph 5(a), other Funded Debt of the Company, Notwithstanding anything to the contrary stated herein, at no time shall the Company or any Subsidiary incur, create, assume or otherwise become liable for any Funded Debt (including, without limitation, from excess cash flow or proceeds from any Asset DispositionFunded Debt otherwise permitted by clauses (i); , (iv) and (iiiviii) have covenantshereof, events of default and economics but excluding Debt permitted by clause (including without limitation coupon, interest or feesv) no more favourable to the debtholder than the covenants, events of default and economics in respect of the First Lien Notes, provided that hereof to the extent such Debt constitutes Funded Debt) if, immediately after giving effect thereto and to any such pari passu indebtedness has covenantsconcurrent transactions, events Consolidated Funded Debt shall exceed 45% of default or economics more favourable to the debtholder than the covenants, events of default and economics in respect of the First Lien Notes, then such more favourable terms shall also be granted in favour of the First Lien Notes; and • existing C$25 million general junior lien debt basket increased to C$100 million; provided that (i) no cash interest shall be paid on such junior lien debt until the New First Lien Notes are repaid in full, and (ii) such junior lien debt shall (x) have a maturity date later than the maturity date under the New First Lien Notes, (y) have events of default no more onerous than the New First Lien Notes Indenture, and (z) be subject to intercreditor terms that are materially consistent with the intercreditor terms set forth in the Collateral Agency Agreement and shall be provided with no greater rights than those provided to the New Second Lien Notes pursuant to the Collateral Agency AgreementConsolidated Capitalization.

Permitted Debt. Consistent with The Loan Parties will not, and will not permit any of the First Lien Notes IndentureRestricted Subsidiaries to, create, incur, guarantee or suffer to exist any Debt, except: • ABL facility basket reduced to C$30 million; • New Second Lien Notes permitted; • additional pari passu indebtedness basket of C$75 million to be added to support future acquisitions, subject : (a) the Obligations; (b) Debt owing pursuant to the Consolidated First-Lien Leverage Ratio being Senior Secured Notes; provided that no Loan Party or Restricted Subsidiary may issue Additional Notes (as defined in the Senior Secured Notes Indenture on the date hereof) or other Debt under the Senior Secured Notes Indenture after the date hereof unless the weighted average maturity of such Additional Notes or other Debt is at least 0.50 six (6) months after the Facility Termination Date; (c) Debt existing on the date hereof and set forth in Schedule 10.2.1; (d) Permitted Purchase Money Debt and Capital Leases entered into in connection with sale and leaseback transactions permitted by Section 10.2.6; (e) Permitted Contingent Obligations; (f) without duplication, Refinancing Debt as long as each Refinancing Condition is satisfied; (g) Debt of any Loan Party and any Restricted Subsidiary to 1.0 less than it was prior to the acquisition (after giving pro-forma effect to the acquisition and related incurrence of debt), and provided that any such pari passu indebtedness shall (i) have a maturity date no earlier than the maturity date of the New First Lien Notes; (ii) have no rights to mandatory redemptions other Loan Party or repayments (including, without limitation, from excess cash flow or proceeds from any Asset Disposition); and (iii) have covenants, events of default and economics (including without limitation coupon, interest or fees) no more favourable to the debtholder than the covenants, events of default and economics in respect of the First Lien Notes, provided that to the extent any such pari passu indebtedness has covenants, events of default or economics more favourable to the debtholder than the covenants, events of default and economics in respect of the First Lien Notes, then such more favourable terms shall also be granted in favour of the First Lien Notes; and • existing C$25 million general junior lien debt basket increased to C$100 millionRestricted Subsidiary; provided that (i) no cash interest all such Debt of any Loan Party owed to any other Loan Party shall be paid on such junior lien debt until evidenced by the New First Lien Notes are repaid in fullGlobal Intercompany Note, and (ii) all such junior lien debt Debt of any Loan Party to any Restricted Subsidiary which is not a Loan Party shall (x) have a maturity date later than the maturity date under the New First Lien Notesbe Subordinated Debt, (yiii) have events all such Debt of default no more onerous than a Restricted Subsidiary that is not a Loan Party to any Loan Party shall be evidenced by a promissory note pledged to the New First Lien Notes Indenture, Agent or a Security Trustee and (ziv) such Debt is permitted by Section 10.2.4; (h) Debt with respect to Bank Products incurred in the Ordinary Course of Business, including Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, but only to the extent such Debt on account of a check, draft or similar instrument drawn against insufficient funds is repaid within three (3) Business Days; (i) Contingent Obligations by any Loan Party or Restricted Subsidiary of Debt of any other Loan Party or Restricted Subsidiary that was permitted to be subject incurred under another clause of this Section 10.2.1 (both as to intercreditor terms the obligor thereunder and as if the guarantor had incurred such Debt directly); provided that are materially consistent if the Debt being guaranteed is subordinated to or pari passu with the intercreditor terms set forth Obligations, then the guarantee shall be subordinated or pari passu, as applicable, to the same extent as the Debt guaranteed; (j) Debt constituting reimbursement obligations with respect to letters of credit, performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the Collateral Agency Agreement and shall be provided with no greater rights than those provided Ordinary Course of Business; (k) Debt owed to the New Second Lien Notes any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person or insurance premium financing provided by such Person, in each case incurred in the Collateral Agency Agreement.Ordinary Course of Business;

Permitted Debt. Consistent with Prior to such time as the First Lien Notes IndentureMortgage Conditions -------------- are Satisfied and the Company shall have delivered each of the documents set forth on Exhibit D, create, incur, assume, guarantee or suffer to exist any Debt, except: • ABL facility basket reduced to C$30 million; • New Second Lien Notes permitted; • additional pari passu indebtedness basket of C$75 million to be added to support future acquisitions, subject to the Consolidated First-Lien Leverage Ratio being at least 0.50 to 1.0 less than it was prior to the acquisition (after giving pro-forma effect to the acquisition and related incurrence of debt), and provided that any such pari passu indebtedness shall : (i) have a maturity date no earlier than Debt evidenced by the maturity date of Notes, the New First Lien 2004 Notes (as defined in the Notes; ), the 2004 Debentures (as defined in the Notes) and the 2003 Debentures (as defined in the Notes); (ii) have no rights to mandatory redemptions or repayments (including, without limitation, from excess cash flow or proceeds from any Asset Disposition); and subordinated Debt approved in writing by the Required Lenders; (iii) have covenantsaccounts payable by such Borrower or a Subsidiary to trade creditors, events accrued expenses and other liabilities incurred in the ordinary course of default business; (iv) Capital Lease Obligations which do not in the aggregate exceed $500,000 at any time outstanding; (v) Debt for accrued payroll taxes so long as payment thereof is not past due and economics (including without limitation coupon, interest or fees) no more favourable to payable unless such taxes are being contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with GAAP are maintained on the debtholder than the covenants, events of default and economics in respect books of the First Lien Notes, provided that to Borrower or the extent any such pari passu indebtedness has covenants, events of default or economics more favourable to the debtholder than the covenants, events of default and economics applicable Subsidiary; (vi) Contingent Obligations not in respect excess of the First Lien Notes, then such more favourable terms shall also be granted in favour sum of the First Lien Notes; and • existing C$25 million general junior lien debt basket increased to C$100 million; provided that (i) no cash interest shall be paid on such junior lien debt until an aggregate of $1,402,864.50, incurred in connection with that certain Letter of Credit dated June 21, 2004 issued by Xxxxxxxx & Xxxxxx Bank in the New First Lien Notes are repaid amount of $85,864.50 in fullfavor of Cisco Systems, and that certain Letter of Credit dated December 17, 2004 issued by Xxxxxxxx & Ilsley Bank in the amount of $1,317,000 in favor of Contractor Bonding and Insurance Company (the "EXISTING LETTERS OF CREDIT") or any extension or renewal thereof, and (ii) such junior lien debt shall (x) have a maturity date later than the maturity date under the New First Lien Notes, (y) have events $300,000; provided that upon termination of default no more onerous than the New First Lien Notes Indenture, and (z) be subject to intercreditor terms that are materially consistent with the intercreditor terms set forth or permanent reduction in the Collateral Agency Agreement and Existing Letters of Credit, the amount of Contingent Obligations the Company may incur shall be provided reduced to reflect such termination or permanent reduction. (vii) Debt in respect of netting services, overdraft protections and otherwise in connection with no greater rights than those provided deposit accounts of the Borrower or any Subsidiary; and (viii) Debt incurred in the ordinary course of business solely to support any Borrower or any Subsidiary's insurance or self-insurance obligations in the New Second Lien Notes pursuant ordinary course of business (including to the Collateral Agency Agreementsecure worker's compensation and other similar insurance coverages).

Permitted Debt. Consistent with the First Lien Notes IndentureCreate, incur, guarantee or suffer to exist any Debt, except: • ABL facility basket reduced to C$30 million; • New Second Lien Notes permitted; • additional pari passu indebtedness basket of C$75 million to be added to support future acquisitions: (a) the Obligations; (b) the Mortgage Loan Debt; (c) the Senior Note Debt; (d) Permitted Purchase Money Debt; (e) Borrowed Money (other than the Obligations, subject Mortgage Loan Debt, the Senior Note Debt and Permitted Purchase Money Debt), but only to the Consolidated First-Lien Leverage Ratio being at least 0.50 to 1.0 less than it was prior to extent outstanding on the acquisition Closing Date, not satisfied with proceeds of the initial Loans and set forth on Schedule 10.2.1; (after giving pro-forma effect to the acquisition and related incurrence of debt), and f) Bank Product Debt; provided that any with respect to such pari passu indebtedness shall Bank Product Debt in respect of Hedging Agreements, such Obligor is otherwise permitted to enter into such Hedging Agreement pursuant to Section 10.2.15; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) have a maturity date no earlier than the maturity date Debt that is not included in any of the New First preceding clauses of this Section 10.2.1, is not secured by a Lien Notes; and the principal amount thereof does not exceed, in the aggregate at any time (iix) have no rights $10,000,000 minus (y) the then outstanding principal amount of Permitted Purchase Money Debt in excess of $25,000,000; (j) the guarantee by any Obligor of Debt of another Obligor so long as such Debt was otherwise permitted to mandatory redemptions or repayments be incurred under this Section 10.2.1; (including, without limitation, from excess cash flow or proceeds from k) Debt of any Asset Disposition); and (iii) have covenants, events of default and economics (including without limitation coupon, interest or fees) no more favourable Obligor secured by Junior Liens in an aggregate principal amount not to the debtholder than the covenants, events of default and economics in respect of the First Lien Notes, provided that to the extent exceed $100,000,000 at any such pari passu indebtedness has covenants, events of default or economics more favourable to the debtholder than the covenants, events of default and economics in respect of the First Lien Notes, then such more favourable terms shall also be granted in favour of the First Lien Notes; and • existing C$25 million general junior lien debt basket increased to C$100 milliontime outstanding; provided that (i) no cash interest the final maturity of such Debt shall be paid on such junior lien debt until not occur prior to the New First Lien Notes are repaid in full60th day following the Termination Date, and (ii) there shall be no scheduled amortization or mandatory prepayments or mandatory repayments of such junior lien Debt prior to the 60th day following the Termination Date, (iii) 100% of the net proceeds from the issuance of such Debt is applied to the repayment of the outstanding Loans (it being understood that the Commitments shall not be reduced and the net proceeds shall not be required to Cash Collateralize outstanding LC Obligations), (iv) both before and after giving effect to the Junior Debt Documents, no Default or Event of Default shall exist, (v) the obligors on such debt shall (x) have a maturity date later than the maturity date under the New First Lien Notesbe Obligors hereunder, (yvii) the holders of such Junior Debt (or a representative thereof) shall have events of default no more onerous than entered into an intercreditor agreement with the New First Lien Notes IndentureAgent, which intercreditor agreement shall be in form and substance reasonably satisfactory to the Agent and the Co-Collateral Agents and (zvi) be subject prior to intercreditor terms the consummation of any Junior Debt transaction, Agent shall have received an officer’s certificate of the Borrower Agent (in form and substance reasonably satisfactory to Agent) from a Senior Officer of the Borrower Agent certifying that are materially consistent with the intercreditor terms conditions set forth in this clause (k) are satisfied; (l) the Collateral Agency Agreement and incurrence by any Obligor of Debt arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or guarantees or letters of credit, surety bonds or performance bonds securing any obligations of any other Obligor pursuant to such agreements, in any case incurred in connection with the disposition of any business, assets or capital stock of any Obligor (other than guarantees of Debt incurred by any Person acquiring all or any portion of such business, assets or capital stock of such Obligor for the purpose of financing such acquisition), so long as the principal amount does not exceed the gross proceeds actually received by any Obligor in connection with such disposition; (m) the incurrence by any Obligor of Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided, however, that such Debt is extinguished within five Business Days of its Incurrence; (n) Debt in respect of loans permitted to be made pursuant to Section 10.2.7; (o) an unsecured guarantee by any Obligor of the obligations of any other Obligor, as tenant, under any Master Lease Agreement; (p) Convertible Note Debt in an aggregate principal amount not to exceed $100,000,000; provided that (i) the final maturity of such Debt shall not occur prior to the 91st day following the Termination Date, (ii) there shall be provided with no greater rights than those provided scheduled amortization or mandatory prepayments or mandatory repayments of such Debt prior to the New Second Lien Notes pursuant 91st day following the Termination Date, (iii) 100% of the net proceeds from the issuance of such Debt is applied to the Collateral Agency Agreementrepayment of the outstanding Loans (it being understood that the Commitments shall not be reduced and the net proceeds shall not be required to Cash Collateralize outstanding LC Obligations), (iv) both before and after giving effect to the Convertible Debt Documents, no Default or Event of Default shall exist and (v) prior to the consummation of any Convertible Note Debt transaction, Agent shall have received an officer’s certificate of the Borrower Agent (in form and substance reasonably satisfactory to Agent) from a Senior Officer of the Borrower Agent certifying that the conditions set forth in this clause (p) are satisfied; (q) unsecured Debt owed to sellers constituting consideration for Permitted Acquisitions on terms and conditions reasonably acceptable to Agent; (r) unsecured Debt consisting of earn-out obligations in connection with any Permitted Acquisition; (s) Debt of a Person or Debt attaching to assets of a Person that, in either case, becomes a Subsidiary of a Borrower after the date hereof as the result of a Permitted Acquisition, provided that such Debt existed at the time such Person became a Subsidiary or at the time such assets were acquired and, in each case, was not created in anticipation thereof; (t) Debt in respect of deferred compensation incurred in the ordinary course of business; (u) Debt incurred in connection with any sale or disposition of any property in connection with any transaction covered by, but not prohibited by, Section 10.2.23; and (v) Debt owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company in the ordinary course of business.

Permitted Debt. Consistent with Create, incur, assume, guarantee or suffer to exist any Debt except: (i) the First Obligations; (ii) (a) the Senior Secured Notes and (b) the Ryerson Convertible Notes; (iii) Permitted Purchase Money Debt; (iv) Permitted Contingent Obligations; (v) Debt permitted by Section 10.2.12; (vi) Debt that is not included in any of the other paragraphs of this Section 10.2.3 not secured by a Lien Notes Indenture(unless such Lien is a Permitted Lien) and not to exceed $200,000,000 at any time outstanding as to all Borrowers and Subsidiary Guarantors; (vii) Debt that is not included in any of the other paragraphs of this Section 10.2.3, except: • ABL facility basket reduced to C$30 million; • New Second Lien Notes permitted; • additional pari passu indebtedness basket of C$75 million to be added to support future acquisitions, subject to the Consolidated First-Lien Leverage Ratio being has a stated maturity that is at least 0.50 to 1.0 less than it was one hundred eighty (180) days after the Maturity Date, does not require any payments of principal prior to the acquisition Maturity Date, has covenants no more restrictive than those contained in this Agreement; (after giving pro-forma effect viii) Debt (other than the Debt permitted pursuant to clauses (i) or (ii) above) outstanding on the acquisition Closing Date and related incurrence of debt), and listed on Schedule 10.2.3(viii) hereto; (ix) Refinancing Debt so long as each Refinancing Condition is satisfied; (x) Bank Product Debt; provided that any Hedging Agreements are permitted under Section 10.2.18; (xi) Debt secured by Liens permitted by Section 10.2.5(xv); (xii) Debt assumed in connection with a Business Acquisition that is permitted under Section 10.2.12; provided that (x) such pari passu indebtedness Debt exists at the time of such Business Acquisition and is not created in contemplation thereof or in connection therewith, (y) the aggregate principal amount of Debt permitted by this clause (xii) shall not exceed $100,000,000 at any time outstanding and (iz) have such Debt is unsecured except for Liens permitted by Section 10.2.5; (xiii) reimbursement obligations incurred in the Ordinary Course of Business in respect of trade letters of credit issued to support the purchase of Inventory in transit to a maturity date no earlier than property owned or leased by an Obligor; provided that such reimbursement obligations are secured only by the maturity date Inventory in respect of which the New First Lien Notesapplicable letter of credit has been issued; and provided further that such letters of credit shall be payable only against sight drafts (ii) have no rights to mandatory redemptions or repayments (including, without limitation, from excess cash flow or proceeds from any Asset Dispositionand not time drafts); and and (iiixiv) have covenants, events of default and economics (including without limitation coupon, interest or fees) no more favourable to the debtholder than the covenants, events of default and economics reimbursement obligations in respect of the First Lien Notes, provided that to the extent any such pari passu indebtedness has covenants, events standby letters of default or economics more favourable to the debtholder than the covenants, events of default and economics in respect credit listed on Schedule 10.2.3(xiv) hereto. None of the First Lien Notesprovisions of this Section 10.2.3 that authorize any Borrower to incur any Debt shall be deemed to override, then such more favourable terms shall also be granted in favour modify or waive any of the First Lien Notes; provisions of Section 10.3, which shall constitute an independent and • existing C$25 million general junior lien debt basket increased to C$100 million; provided that (i) no cash interest shall be paid on such junior lien debt until the New First Lien Notes are repaid in full, separate covenant and (ii) such junior lien debt shall (x) have a maturity date later than the maturity date under the New First Lien Notes, (y) have events obligation of default no more onerous than the New First Lien Notes Indenture, and (z) be subject to intercreditor terms that are materially consistent with the intercreditor terms set forth in the Collateral Agency Agreement and shall be provided with no greater rights than those provided to the New Second Lien Notes pursuant to the Collateral Agency Agreementeach Borrower.

Permitted Debt. Consistent with The Sellers shall not incur, permit to exist or commit to incur any Indebtedness that has not been approved by the First Lien Notes IndentureAdministrative Agent in writing in advance, except: • ABL facility basket reduced to C$30 million; • New Second Lien Notes permitted; • additional pari passu indebtedness basket of C$75 million to be added to support future acquisitionsexcept the following (collectively, subject to the Consolidated First-Lien Leverage Ratio being at least 0.50 to 1.0 less than it was prior to the acquisition (after giving pro-forma effect to the acquisition and related incurrence of debt), and provided that any such pari passu indebtedness shall “Permitted Debt”): (i) have a maturity date no earlier than the maturity date of Obligations hereunder and under the New First Lien Notes; Loan Agreement; (ii) have no rights to mandatory redemptions liabilities for accounts payable, non-capitalized equipment or repayments (including, without limitation, from excess cash flow or proceeds from any Asset Disposition); operating leases and similar liabilities incurred in the ordinary course of business; (iii) the Indebtedness described on Exhibit D; (iv) Qualified Subordinated Debt; (v) other Indebtedness of any Seller approved in writing by the Administrative Agent (Administrative Agent shall have covenantsno obligation to approve any such Indebtedness, events and Administrative Agent may approve or disapprove it in Administrative Agent’s sole and absolute discretion); (vi) Indebtedness under warehousing, repurchase or other mortgage-related asset agreements to finance the Sellers’ inventory of default and economics Mortgage Loans; (including without limitation coupon, interest or feesvii) no more favourable to the debtholder than the covenants, events Indebtedness between Sellers that is unsecured; (viii) Indebtedness secured by MBSs rated by at least one Rating Agency; (ix) Indebtedness secured by R rated portions of default and economics in respect of the First Lien NotesMBSs; (x) Indebtedness supporting trust preferred stock, provided that such Indebtedness shall not exceed 75% of such Sellers Adjusted Tangible Net Worth; (xi) additional Indebtedness not to exceed $20,000,000 in the aggregate; (xii) debt securities issued by HB Corp. convertible into common stock, of up to Two Hundred Million Dollars ($200,000,000), so long as such convertible debt is unsecured and does not mature until ninety (90) days or more after the Termination Date, and its indenture contains subordination provisions approved by the Administrative Agent subordinating such convertible debt in right of payment to the extent Transactions hereof and imposes covenants and conditions that are no more restrictive or onerous than HB Corp.’s covenants and conditions under this Repurchase Agreement; and USActive 5531664.18 -60- (xiii) Indebtedness of any Seller owed to an Affiliate, so long as such pari passu indebtedness has covenants, events of default or economics more favourable inter-company Indebtedness is subordinated in form and substance acceptable to the debtholder than the covenantsAdministrative Agent. including, events in each case, Guarantees by either Seller of default and economics in respect of the First Lien Notes, then any Permitted Debt provided such more favourable terms shall also be granted in favour of the First Lien Notes; and • existing C$25 million general junior lien debt basket increased to C$100 million; provided that (i) no cash interest shall be paid on such junior lien debt until the New First Lien Notes are repaid in full, and (ii) such junior lien debt shall (x) have a maturity date later than the maturity date under the New First Lien Notes, (y) have events of default no more onerous than the New First Lien Notes Indenture, and (z) be subject to intercreditor terms that are materially consistent with the intercreditor terms set forth in the Collateral Agency Agreement and shall be provided with no greater rights than those provided to the New Second Lien Notes pursuant to the Collateral Agency AgreementGuarantee otherwise qualified as Permitted Debt.

Permitted Debt. Consistent Create, incur, assume, guarantee or suffer to exist (A) in the case of Factors, any Debt other than the Obligations, Debt owing to Remington pursuant to the Factoring Documents in connection with the First Lien Notes Indenture, except: • ABL facility basket reduced to C$30 million; • New Second Lien Notes permitted; • additional pari passu indebtedness basket purchase by Factors from Remington of C$75 million to be added to support future acquisitionsAccounts of Remington, subject in all events to the Consolidated First-Lien Leverage Ratio being at least 0.50 to 1.0 less than it was prior to Liens in favor of Agent, Debt arising from a guaranty of the acquisition (after giving pro-forma effect to the acquisition and related incurrence New Senior Notes or of debtSubordinated Debt of Remington that is permitted in Section 10.2.3(ii), and provided other Debt not to exceed $100,000 in the aggregate at any time outstanding; (B) in the case of Brands, any Debt other than the Obligations, Debt owing under License Agreements entered into by Brands, as licensor, in the Ordinary Course of Business, Debt arising from a guaranty of the New Senior Notes or of Subordinated Debt of Remington that is permitted by Section 10.2.3(ii) and other Debt not to exceed $100,000 at any such pari passu indebtedness shall time outstanding; and (C) in the case of Remington and any Subsidiary of Remington other than Factors and Brands, any Indebtedness other than Debt evidenced by the New Senior Notes and the following Indebtedness: (i) have a maturity date no earlier than the maturity date of the New First Lien Notes; Obligations; (ii) have Subordinated Debt existing on the Closing Date and Subordinated Debt incurred after the Closing Date to the extent that, after giving effect thereto, no rights to mandatory redemptions Default or repayments (including, without limitation, from excess cash flow or proceeds from any Asset Disposition); and Event of Default exists; (iii) have covenants, events of default and economics Debt arising under Hedging Agreements permitted by this Agreement; (including without limitation coupon, interest or feesiv) no more favourable Purchase Money Debt to the debtholder extent that it is Permitted Purchase Money Debt; (v) Debt for Money Borrowed by Remington (other than the covenantsObligations, events Permitted Purchase Money Debt, Debt evidenced by the New Senior Notes and Subordinated Debt permitted by this Agreement), but only to the extent that such Debt is outstanding on the date of default this Agreement and economics is not to be satisfied on or about the Closing Date from the proceeds of the initial Revolver Loans hereunder; (vi) Debt arising from guaranties in connection with up to an aggregate principal amount of $5,000,000 of Debt outstanding at any time incurred by directors, officers, employees, managers or consultants of or to Holding or Remington in connection with any Management Subscription Agreement, and any refinancings, refundings, extensions or renewals thereof; (vii) Debt in respect of loans made by either Borrower or any Subsidiary to either Borrower or any Subsidiary to the First Lien Notesextent that such loans do not constitute Restricted Investments; (viii) Debt assumed or incurred in connection with Acquisitions to the extent permitted pursuant to Section 10.2.13; (ix) any renewal or refinancing of Debt for Money Borrowed that is otherwise permitted to be incurred or to exist by any of the foregoing provisions of this Section 10.2.3, provided that such refinancing is in an aggregate principal amount that does not exceed the aggregate principal amount of the Debt plus interest and premiums being renewed or refinanced, the refinancing Debt has a later or equal final maturity and a longer or equal weighted average life than the Debt being renewed or refinanced, the refinancing Debt does not bear a rate of interest that exceeds a market rate (as determined in good faith by a Senior Officer) as of the date of such renewal or refinancing, the refinancing Debt is subordinated to the same extent as the Debt for Money Borrowed to the extent any that such pari passu indebtedness has covenants, events of default or economics more favourable Debt for Money Borrowed is itself subordinate to the debtholder Obligations, the covenants contained in any instrument or agreement relating to the refinancing Debt are no less favorable to Borrowers (as determined in good faith by a Senior Officer) than those relating to the covenants, events of default and economics in respect of the First Lien Notes, then such more favourable terms shall also be granted in favour of the First Lien Notes; and • existing C$25 million general junior lien debt basket increased to C$100 million; provided that (i) no cash interest shall be paid on such junior lien debt until the New First Lien Notes are repaid in fullDebt being renewed or refinanced, and (ii) at the time of and after giving effect to such junior lien debt renewal or refinancing, no Default or Event of Default shall exist; and (x) have Indebtedness not included in any of the foregoing provisions of this Section 10.2.3 which is not secured by a maturity date later than the maturity date under the New First Lien Notesand does not exceed at any time, (y) have events of default no more onerous than the New First Lien Notes Indenture, and (z) be subject to intercreditor terms that are materially consistent with the intercreditor terms set forth in the Collateral Agency Agreement and aggregate, the sum of $10,000,000. None of the provisions of this Section 10.2.3 that authorize any Obligor to incur any Debt shall be provided with no greater rights than those provided deemed to override, modify or waive any of the New Second Lien Notes pursuant to the Collateral Agency Agreementprovisions of Section 10.3, which shall constitute an independent and separate covenant and obligation of each Borrower.

Permitted Debt. Consistent with the First Lien Notes IndentureCreate, incur, assume, guarantee or suffer to exist any Debt, except: • ABL facility basket reduced to C$30 million; • New Second Lien Notes permitted; • additional pari passu indebtedness basket of C$75 million to be added to support future acquisitions, subject to the Consolidated First-Lien Leverage Ratio being at least 0.50 to 1.0 less than it was prior to the acquisition (after giving pro-forma effect to the acquisition and related incurrence of debt), and provided that any such pari passu indebtedness shall : (i) have a maturity date no earlier than the maturity date of the New First Lien Notes; Obligations; (ii) have no rights to mandatory redemptions or repayments (including, without limitation, from excess cash flow or proceeds from any Asset Disposition); and Subordinated Debt existing on the Closing Date; (iii) have covenantsaccounts payable by such Borrower or any of its Subsidiaries to trade creditors, events in each case incurred in the Ordinary Course of default Business; (iv) obligations to pay Rentals in the Ordinary Course of Business; (v) Permitted Purchase Money Debt; (vi) Debt for accrued payroll, Taxes and economics other operating expenses (other than for Money Borrowed) incurred in the Ordinary Course of Business of such Borrower or such Subsidiary, including without limitation couponobligations under Cash Management Agreements, interest or feesin each case so long as payment thereof is not past due and payable unless, in the case of Taxes only, such Taxes are being Properly Contested; (vii) no more favourable to the debtholder Debt for Money Borrowed by such Borrower (other than the covenantsObligations), events of default and economics in respect of the First Lien Notes, provided that but only to the extent any that such pari passu indebtedness has covenants, events Debt is outstanding on the date of default this Agreement and is not to be satisfied on or economics more favourable to about the debtholder than Closing Date from the covenants, events of default and economics in respect proceeds of the First Lien Notes, then such more favourable terms shall also be granted in favour initial Loans; (viii) Permitted Contingent Obligations; (ix) Refinancing Debt so long as each of the First Lien Notes; and • existing C$25 million general junior lien debt basket increased to C$100 million; provided that (i) no cash interest shall be paid on such junior lien debt until the New First Lien Notes are repaid in full, and (ii) such junior lien debt shall Refinancing Conditions is met; (x) have Debt resulting from Intercompany Loans to the extent permitted by SECTION 9.2.2(ii) hereof; (xi) Debt of SED Brasil in a maturity date later than the maturity date under the New First Lien Notes, principal amount of up to R$1,200,000 (y) have events of default no more onerous than the New First Lien Notes IndentureOne Million Two Hundred Thousand Reais with Banco Bradesco S/A, and up to R$2,200,000 (zTwo Million Two Hundred Thousand Reais) be subject to intercreditor terms with Bank Boston Banco Multiplo S/A, both under revolving credit overdraft protection facilities; and (xii) Debt that are materially consistent with is not included in any of the intercreditor terms set forth preceding paragraphs of this SECTION 9.2.3, which is not secured by a Lien (unless such Lien is a Permitted Lien) and does not exceed at any time, in the Collateral Agency Agreement aggregate, the sum of $100,000 as to Borrowers and shall be provided with no greater rights than those provided to the New Second Lien Notes pursuant to the Collateral Agency Agreementall of their Subsidiaries.

Permitted Debt. Consistent with No Borrower shall, nor shall it permit any Subsidiary to, create, assume or incur any Debt, except as follows (the First Lien Notes Indenture, except: • ABL facility basket reduced amounts set forth below are in the aggregate for the Borrowers and all Subsidiaries). (a) Debt owing by any Borrower to C$30 million; • New Second Lien Notes permitted; • additional pari passu indebtedness basket of C$75 million to be added to support future acquisitions, subject any other Borrower that is subordinated to the Consolidated First-Lien Leverage Ratio being at least 0.50 to 1.0 less than it was prior payment of the Obligations and the Senior Subordinated Notes; (b) Debt to the acquisition Agent, the Collateral Agent and the Lenders under this Agreement and to Wachovia under any document or agreement pertaining to any Letter of Credit; (after giving pro-forma effect c) Debt to Persons other than that described in the acquisition foregoing clause(b) existing on the date of this Agreement and related incurrence described in SCHEDULE 5.21; (d) [Reserved]; (e) Debt consisting of debtaccrued pension fund and other employee benefit plan obligations and liabilities; (f) Debt consisting of deferred taxes; (g) Debt resulting from endorsements of negotiable instruments received in the ordinary course of business; (h) Debt secured by Purchase Money Liens permitted hereby SECTION 5.18(f), and provided that any such pari passu indebtedness shall ; (i) contingent obligations with respect to documentary letters of credit which have been issued but not drawn upon; (j) Debt as a result of Interest Rate Protection Agreements as the same are permitted under SECTION 5.17; (k) Debt arising out of the refinancing, extension, renewal or refunding of any Debt permitted by any of the foregoing paragraphs of this SECTION so long as (i) the maturity date no of such refinanced Debt is not earlier than the maturity date of the New First Lien Notes; (ii) have no rights to mandatory redemptions or repayments (including, without limitation, from excess cash flow or proceeds from any Asset Disposition); and (iii) have covenants, events of default and economics (including without limitation coupon, interest or fees) no more favourable to the debtholder than the covenants, events of default and economics in respect of the First Lien Notes, provided that to the extent any such pari passu indebtedness has covenants, events of default or economics more favourable to the debtholder than the covenants, events of default and economics in respect of the First Lien Notes, then such more favourable terms shall also be granted in favour of the First Lien Notes; and • existing C$25 million general junior lien debt basket increased to C$100 million; provided that (i) no cash interest shall be paid on such junior lien debt until the New First Lien Notes are repaid in fulloriginal Debt, and (ii) the interest, fees and other amounts payable with respect to such junior lien debt shall (x) have a maturity date later than the maturity date under the New First Lien Notes, (y) have events of default no more onerous than the New First Lien Notes Indenture, and (z) be subject to intercreditor terms that refinanced Debt are materially consistent with the intercreditor terms set forth in the Collateral Agency Agreement and shall be provided with no greater rights than those provided any interest, fees or other amounts payable with respect to the New Second Lien Notes original Debt); and (l) Debt arising in connection with factoring arrangements with The CIT Group/Commercial Services, Inc. described in SECTION 9.01(l), to be paid off and released pursuant to the Collateral Agency Agreementpayoff letter described therein; provided, however, that immediately after giving effect to the creation, assumption, existence or incurrence of any Debt permitted by this SECTION 5.21, no Default or Event of Default shall have occurred and be continuing.

Permitted Debt. Consistent with The Borrower will not, and will not permit any Subsidiary to, create, assume or incur any Debt, except as follows (the First Lien Notes Indenture, except: • ABL facility basket reduced to C$30 million; • New Second Lien Notes permitted; • additional pari passu indebtedness basket of C$75 million to be added to support future acquisitions, subject amounts set forth below are in the aggregate for the Borrower and all Subsidiaries). (a) Debt owing by any Subsidiary to the Consolidated First-Lien Leverage Ratio being at least 0.50 to 1.0 less than it was prior Borrower; (b) Debt to the acquisition Agents, the Issuers and the Lenders under this Agreement or any Credit Document; (after giving pro-forma effect c) Debt to Persons other than that described in the acquisition foregoing clause (b) existing on the date of this Agreement, including the Prudential Notes and related incurrence in respect of debt)the Pike Facility Bonds, and provided that described more particularly in SCHEDULE 5.25; (d) Subordinated Debt (including any such pari passu indebtedness shall refinanced Subordinated Debt so long as (i) have a the maturity date no of such refinanced Subordinated Debt is not earlier than the maturity date of the New First Lien Notes; (ii) have no rights to mandatory redemptions or repayments (including, without limitation, from excess cash flow or proceeds from any Asset Disposition); and (iii) have covenants, events of default and economics (including without limitation coupon, interest or fees) no more favourable to the debtholder than the covenants, events of default and economics in respect of the First Lien Notes, provided that to the extent any such pari passu indebtedness has covenants, events of default or economics more favourable to the debtholder than the covenants, events of default and economics in respect of the First Lien Notes, then such more favourable terms shall also be granted in favour of the First Lien Notes; and • existing C$25 million general junior lien debt basket increased to C$100 million; provided that (i) no cash interest shall be paid on such junior lien debt until the New First Lien Notes are repaid in fulloriginal Subordinated Debt, and (ii) the interest, fees and other amounts payable with respect to such junior lien debt shall refinanced Subordinated Debt are no greater than any interest, fees or other amounts payable with respect to the original Subordinated Debt); (xe) Debt consisting of accrued pension fund and other employee benefit plan obligations and liabilities; (f) Debt consisting of deferred taxes; (g) Debt resulting from endorsements of negotiable instruments received in the ordinary course of business; (h) Debt secured by Purchase Money Liens permitted hereby, not to exceed Two Million Five Hundred Thousand Dollars ($2,500,000), in the aggregate, at any time outstanding; (i) contingent obligations with respect to letters of credit which have been issued but not drawn upon; (j) other Debt for any Fiscal Year of the Borrower in an aggregate amount not to exceed Two Hundred Thousand Dollars ($200,000); (k) Debt as a result of Interest Rate Protection Agreements and ForEx Contracts, as and to the extent that the same are permitted under SECTION 5.17; (l) Debt arising out of the refinancing, extension, renewal or refunding of any Debt permitted by any of the foregoing paragraphs of this SECTION so long as (i) the maturity date later of such refinanced Debt is not earlier than the maturity date under the New First Lien Notes, (y) have events of default no more onerous than the New First Lien Notes Indenturesuch original Debt, and (zii) be subject the interest, fees and other amounts payable with respect to intercreditor terms that such refinanced Debt are materially consistent no greater than any interest, fees or other amounts payable with respect to the intercreditor terms set forth in original Debt; and (m) Debt under the Collateral Agency Prior Loan Agreement and shall be provided with no greater rights than those provided any other Debt being refinanced pursuant hereto; provided, however, that immediately after giving effect to the New Second Lien Notes pursuant to the Collateral Agency Agreementcreation, assumption, existence or incurrence of any Debt permitted by this SECTION 5.25, no Default or Event of Default shall have occurred and be continuing.

Permitted Debt. Consistent Create, incur, guarantee or suffer to exist any Debt, except: (a) the Obligations; (b) Subordinated Debt; (c) Permitted Purchase Money Debt; (d) Borrowed Money (other than the Obligations, Subordinated Debt and Permitted Purchase Money Debt), but only to the extent outstanding on the Closing Date and not satisfied with proceeds of the First Lien Notes initial Loans; (e) Bank Product Debt; (f) Debt permitted to be assumed or incurred in a Permitted Acquisition pursuant to clause (h) (other than clause (h)(x)(II)) of the definition of the term “Permitted Acquisition”; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) Debt in respect of Taxes, to the extent that payment thereof shall not at the time be required to be made in accordance with Section 10.1.6; (j) Debt arising from judgments or decrees in circumstances not constituting an Event of Default under Section 11.1(h); (k) intercompany loans by a Borrower to another Borrower but only to the extent permitted under Section 10.2.7(e); (l) Debt evidenced by (i) the Series 2008 Note dated April 23, 2008 in the original principal amount of $8,000,000 by Chicago Tube and Iron in favor of Xxxxx Fargo Bank, National Association, as trustee (the “IRB Trustee”) under the Indenture of Trust, dated as of April 1, 2008 (the “IRB Indenture”) between The Stanly County Industrial Facilities and Pollution Control Financing Authority (the “IRB Issuer”) and the IRB Trustee, which Series 2008 Note is issued pursuant to a Loan Agreement dated as of April 1 2008 (the “IRB Loan Agreement”) between the IRB Issuer and Chicago Tube and Iron relating to The Stanly County Industrial Facilities and Pollution Control Financing Authority Industrial Revenue Bonds, Series 2008 (Chicago Tube and Iron Company Project (the “IRB Bonds”; and (ii) the Reimbursement Agreement, dated as of April 1, 2008, between JPMorgan Chase Bank, N.A. and Chicago Tube and Iron pursuant to which JPMorgan Chase Bank, N.A. issued a letter of credit, dated as of April 1, 2008, for the benefit of the IRB Trustee in the face amount of $8,000,000 (the “IRB LC Documents”); the IRB Indenture, except: • ABL facility basket reduced the IRB Loan Agreement and the IRB LC Documents and each other agreement, document and instrument executed and delivered in connection therewith, in each case as in effect on the Closing Date, the “IRB Documents”); (m) Debt issued under Olympic Steel’s Registration Statement on Form S-3, as may be amended from time to C$30 million; • New Second Lien Notes permitted; • additional pari passu indebtedness basket of C$75 million to be added to support future acquisitionstime, subject to the Consolidated First-Lien Leverage Ratio being at least 0.50 to 1.0 less than it was prior to the acquisition as long as, in each case, (i) after giving pro-forma effect to the acquisition and related incurrence of debt)such Debt, and provided that any the Fixed Charge Coverage Ratio (recomputed for the most recent month for which financial statements have been delivered by adding such pari passu indebtedness shall (i) have a maturity date no earlier than Debt to the maturity date amount of Fixed Charges as if such Debt was incurred on the first day of the New First Lien Notes; period of twelve fiscal months then most recently ended) is at least 1.25 to 1.00 for the period of twelve fiscal months then most recently ended, (ii) have no rights Agent has received projections taking into account such Debt (prepared by the Borrowers in good faith, based on assumptions believed to mandatory redemptions or repayments (includingbe reasonable in light of the circumstances at such time) showing that the Fixed Charge Coverage Ratio shall continue to be at least 1.25 to 1.00 for the period of twelve fiscal months subsequent to the incurrence of such Debt, without limitation, from excess cash flow or proceeds from any Asset Disposition); and (iii) have covenantsAvailability is greater than 25% of the aggregate amount of Revolver Commitments then in effect; (n) current unsecured trade, events of default and economics utility or nonextraordinary accounts payable (including without limitation couponlimitation, interest or feesoperating leases and short term Debt owed to vendors) no more favourable to arising in the debtholder than Ordinary Course of Business; and (o) Debt consisting of Capital Leases secured by Liens permitted by Section 10.2.2(k) as long as the covenants, events aggregate amount of default and economics in respect of the First Lien Notes, provided that to the extent any such pari passu indebtedness has covenants, events of default or economics more favourable to Debt incurred after the debtholder than the covenants, events of default and economics in respect of the First Lien Notes, then such more favourable terms shall also be granted in favour of the First Lien Notes; and • existing C$25 million general junior lien debt basket increased to C$100 million; provided that (i) no cash interest shall be paid on such junior lien debt until the New First Lien Notes are repaid in full, and (ii) such junior lien debt shall (x) have a maturity date later than the maturity date under the New First Lien Notes, (y) have events of default no more onerous than the New First Lien Notes Indenture, and (z) be subject to intercreditor terms that are materially consistent with the intercreditor terms set forth Closing Date does not exceed $6,250,000 in the Collateral Agency aggregate during the term of this Agreement and (for the avoidance of doubt, Debt permitted by Section 10.2.1(l) above shall be provided with no greater rights than those provided to the New Second Lien Notes pursuant to the Collateral Agency Agreementnot constitute Debt permitted by this Section 10.2.1(o)).

Permitted Debt. Consistent with the First Lien Notes IndentureCreate, incur, guarantee or suffer to exist any Debt, except: • ABL facility basket reduced to C$30 million; • New Second Lien : (a) Debt described on Schedule 6.1 as of the Closing Date; (b) the Obligations; (c) the Senior Notes permitted; • additional pari passu indebtedness basket Debt existing as of C$75 million to be added to support future acquisitionsthe Closing Date; (d) Permitted Debt Securities, subject to the Consolidated First-Lien Leverage Ratio being at least 0.50 to 1.0 less than it was prior to the acquisition (so long as after giving pro-forma effect to the acquisition issuance thereof on a Pro Forma Basis (but excluding the cash proceeds thereof for purposes of calculating the Total Net Leverage Ratio), the Total Net Leverage Ratio as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.2(a) or (b) is less than or equal to 6.0 to 1.0; provided that the aggregate principal amount of Debt permitted to be incurred by Restricted Subsidiaries that are not Obligors pursuant to this Section 6.1(d), when aggregated with the aggregate principal amount of Debt incurred by Restricted Subsidiaries that are not Obligors pursuant to Section 6.1(ff) and related any Permitted Refinancing Debt in respect of Debt of such Restricted Subsidiaries that are not Obligors originally incurred pursuant to Section 6.1(ff) and any Permitted Refinancing Debt in respect of Debt incurred under this Section 6.1(d), shall not exceed the greater of (x) $75,000,000 and (y) 3.00% of Total Assets at the time of incurrence of debt), and provided that any such pari passu indebtedness shall Permitted Debt Securities; (e) Debt under the ABL Facility in an aggregate outstanding principal (or committed) amount not to exceed the greater of (i) have a maturity date no earlier than the maturity date of the New First Lien Notes; $125,000,000 and (ii) have no rights the Borrowing Base as of the date of such incurrence; (f) [Reserved]; (g) Permitted Purchase Money Debt; (h) Debt under Hedging Agreements incurred in the Ordinary Course of Business and not for speculative purposes; (i) Bank Product Debt; (j) Purchase Money Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by the Borrower or Subsidiary, as long as such Purchase Money Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition; (k) Capital Lease Obligations and purchase money obligations (including obligations in respect of mortgage, industrial revenue bond, industrial development bond and similar financings) in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Debt incurred pursuant to mandatory Section 6.1(g) and Permitted Refinancing Debt in respect of Debt originally incurred pursuant to Section 6.1(g) and this Section 6.1(k)) not in excess of the greater of (x) $50,000,000 and (y) 3.00% of Total Assets at the time any such Capital Lease Obligations are incurred and any extension, renewal, refunding, modification or refinancing thereof; (l) Permitted Contingent Obligations; (m) Debt consisting of the deferred purchase price or notes issued to future, current or former officers, directors, employees, members of management and consultants of the Borrower or any of its Restricted Subsidiaries (or any direct or indirect parent entity thereof), their respective estates, heirs, family members, spouses and former spouses, domestic partners or former domestic partners to purchase, redeem or acquire or retire for value Equity Interests to the extent that such purchases or redemptions are otherwise permitted hereunder (or repayments options or warrants or similar instruments); (includingn) Debt arising from agreements providing for indemnification, without limitationadjustment of purchase price, earnout or similar obligations, or from excess cash flow guarantees or proceeds from letters of credit, securing the performance of the Borrower or a Restricted Subsidiary pursuant to such agreements, incurred or contracted for on or before the Closing Date or in connection with Permitted Acquisitions or Permitted Investments; (o) obligations under incentive, non-compete, consulting, deferred compensation, or other similar arrangements incurred by it; (p) notes or loans that are unsecured or secured by Liens on the Collateral ranking junior to or pari passu with the Liens securing the Secured Obligations pursuant to the Intercreditor Agreement or an intercreditor agreement in form reasonably satisfactory to the Administrative Agent (any Asset Dispositionsuch Debt, “Incremental Equivalent Debt”); provided that (A) the aggregate initial principal amount of all Incremental Equivalent Debt shall not exceed the Maximum Incremental Equivalent Amount, (B) the incurrence of such Debt shall be subject to clauses (iii), (iv) and, in the case of loans secured by Liens on the Collateral ranking pari passu with the Liens securing the Secured Obligations, (v) of the proviso to Section 2.22(a), as if such Incremental Equivalent Debt constituted Incremental Term Loans and (C) the covenants and events of default applicable to such Incremental Equivalent Debt shall (1) not be, when taken as a whole, materially more favorable, to the holders of such Debt than those applicable under this Agreement (except for covenants or other provisions applicable only to periods after the Final Maturity Date) or (2) be consistent with then current market terms for the type of Debt issued, in the good faith determination of the Borrower; (q) Debt incurred in connection with (i) the financing of insurance premiums, (ii) take or pay obligations contained in supply arrangements or (iii) have covenantsobligations of suppliers, events customers, franchises and licenses; (r) (i) Debt incurred in the Ordinary Course of default and economics (including without limitation coupon, interest or fees) no more favourable to the debtholder than the covenants, events of default and economics Business in respect of netting services, overdraft protections, employee credit card programs, Cash Management Services and otherwise in connection with Deposit Accounts and (ii) Debt incurred in connection with letters of credit, bankers’ acceptances, bank guarantees, discounted bills of exchange or the First Lien Notesdiscounting or factoring of receivables for credit management purposes, provided that to in each case incurred or undertaken in the extent any such pari passu indebtedness has covenants, events Ordinary Course of default Business; (s) Debt or economics more favourable to the debtholder than the covenants, events of default and economics other obligations in respect of bids, trade contracts, leases, statutory obligations, surety, stay, customs and appeal bonds and performance, performance and completion guarantees, return of money bonds, government contracts, financial assurances and completion guarantees and similar obligations (or Debt in respect of letters of credit, bank guarantees or similar instruments in lieu of such items to support the First Lien Notesissuance thereof), then such more favourable terms shall also be granted in favour each case in the Ordinary Course of Business; (t) unsecured Debt of the First Lien Notes; Borrower to any Subsidiary and • existing C$25 million general junior lien debt basket increased of any Subsidiary to C$100 millionthe Borrower or any other Subsidiary; provided that (i) no cash interest Debt of any Subsidiary that is not an Obligor to the Borrower or Restricted Subsidiary that is an Obligor shall be paid on such junior lien debt until permitted only if permitted under the New First Lien Notes are repaid in full, definition of “Permitted Investments” and (ii) Debt of the Borrower and any Obligor to any Subsidiary that is not an Obligor shall be expressly subordinate and junior in right of payment to Full Payment of the Obligations on terms reasonably satisfactory to the Administrative Agent; (u) Debt incurred by Borrower or any Restricted Subsidiary owed to (including obligations in respect of letters of credit, bank guarantees or similar instruments for the benefit of) any Person providing workers’ compensation, securing unemployment insurance, other social security laws or regulation or similar obligations or legislation securing unemployment insurance, health, disability or other employee benefits, or property, casualty or liability insurance, self-insurance or other similar obligations or other Debt with respect to reimbursement type obligations regarding workers’ compensation claims, or letters of credit in the nature of a security deposit (or similar deposit or security) given to a lessor under an operating lease of real property under which such junior lien debt shall Person is lessee; (v) Permitted Refinancing Debt in respect of Debt incurred pursuant to clauses (a), (b), (c), (d), (g), (j), (k), (p), (w), (x), (cc)(ii), (ff) and (gg); (w) additional Debt in an aggregate principal amount at any time outstanding not to exceed, when aggregated with the amount of Permitted Refinancing Debt incurred in respect of Debt originally incurred pursuant to this clause (w), the greater of (x) have a maturity date later than the maturity date under the New First Lien Notes, $100,000,000 and (y) have events 5.50% of default no more onerous than Total Assets at the New First Lien Notes Indenturetime of incurrence of any such Debt; (x) Debt of the Borrower and its Restricted Subsidiaries assumed or acquired in connection with Permitted Acquisitions, which Debt may be secured or unsecured, and provided that (A) such Debt exists at the time of such Permitted Acquisition and is not created in contemplation of such event and (B) after giving effect to the assumption or acquisition of such Debt incurred in connection therewith on a Pro Forma Basis, (1) that is unsecured, the Total Net Leverage Ratio as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.2(a) or (b) is less than or equal to 6.0 to 1.0 and (2) that is secured, the Total Net Secured Leverage Ratio as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.2(a) or (b) is less than or equal to 4.0 to 1.0; (y) Debt incurred by Restricted Subsidiaries that are not Obligors in an aggregate principal amount not to exceed at any one time outstanding $50,000,000; (z) Debt under Existing Foreign Facilities, and any extension, renewal, refunding, modification or refinancing thereof, in an aggregate principal amount not to exceed $40,000,000 at any time outstanding (which, if secured, is only secured by the Equity Interests in, and the Property of, Foreign Subsidiaries); (aa) Debt incurred on behalf of, or representing guarantees of Debt of, joint ventures of the Borrower or any of its Restricted Subsidiaries, in an aggregate principal amount not to exceed $5,000,000 at any one time outstanding; (bb) in connection with letters of credit, bankers’ acceptances, bank guarantees, discounted bills of exchange or the discounting or factoring of receivables for credit management purposes, in each case incurred or undertaken in the Ordinary Course of Business on arm’s-length commercial terms on a recourse basis; (i) Debt arising out of the creation of any Permitted Lien and (ii) Debt arising in connection with any Sale and Leaseback Transaction (including Attributable Debt); (dd) all premium (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on Debt described under this Section 6.1; (ee) Debt supported by a letter of credit issued under the ABL Facility, in a principal amount not in excess of the stated amount of such letter of credit; (ff) (ff) Debt incurred to finance acquisitions permitted hereunder after the Closing Date; provided that (i) before and after giving effect to such acquisition on a Pro Forma Basis, no Event of Default exists, (ii) after giving effect to such acquisition on a Pro Forma Basis, (A) if such Debt is unsecured, the Total Net Leverage Ratio as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.2(a) or (b) would not exceed the greater of (x) 6.0 to 1.0 and (y) the Total Net Leverage Ratio as of the last day of the most recently ended Test Period and (B) if such Debt is secured, the Total Net Secured Leverage Ratio as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.2(a) or (b) would not exceed 4.0 to 1.0 and, in the case of loans secured by Liens on the Collateral ranking pari passu with the Liens securing the Secured Obligations, clause (v) of the proviso to Section 2.22(a) shall apply, as if such other Debt constituted Incremental Term Loans, (iii) the aggregate principal amount of such Debt permitted to be incurred by Restricted Subsidiaries that are not Obligors pursuant to this Section 6.1(ff), when aggregated with the aggregate principal amount of Debt incurred by Restricted Subsidiaries that are not Obligors pursuant to Section 6.1(d) and any Permitted Refinancing Debt in respect of Debt of such Restricted Subsidiaries that are not Obligors originally incurred pursuant to Section 6.1(d), and any Permitted Refinancing Debt in respect of such Debt incurred under this Section 6.1(ff) shall not exceed the greater of (x) $75,000,000 and (y) 3.00% of Total Assets at the time of incurrence of any such Debt, (iv) any such Debt that is subordinated to the Obligations in right of payment or security shall be subject to intercreditor terms arrangements that are materially consistent reasonably satisfactory to the Administrative Agent and (v) such Debt does not mature or require any scheduled amortization or scheduled payment of principal or require any mandatory redemption, repurchase, repayment or sinking fund obligation (other than (A) payments as part of an “applicable high yield discount obligation” catch-up payment, (B) customary offers to repurchase in connection with any change of control, Disposition or casualty event and (C) customary acceleration rights after an event of default), in each case, prior to the date which is ninety-one (91) days after the Final Maturity Date as of the date of incurrence thereof; and (gg)(gg) Debt of the Borrower and/or any Restricted Subsidiary in an aggregate outstanding principal amount not to exceed 100% of the amount of Net Proceeds received by the Borrower from (i) the issuance or sale of Qualified Capital Stock or (ii) any cash contribution to its common equity with the intercreditor terms set forth in Net Proceeds from the Collateral Agency Agreement issuance and shall be provided with no greater rights than those provided sale by any Parent Entity of its Qualified Capital Stock or a contribution to the New Second Lien Notes pursuant common equity of any Parent Entity, in each case, (A) other than any Net Proceeds received from the sale of Qualified Capital Stock to, or contributions from, the Borrower or any of its Restricted Subsidiaries and (B) to the Collateral Agency Agreementextent the relevant Net Proceeds have not otherwise been applied to make Investments, Restricted Payments or Restricted Debt Payments hereunder.

Permitted Debt. Consistent with the First Lien Notes IndentureCreate, incur, assume, guarantee or suffer to exist any Debt, except: • ABL facility basket reduced to C$30 million; • New Second Lien Notes permitted; • additional pari passu indebtedness basket of C$75 million to be added to support future acquisitions, subject to the Consolidated First-Lien Leverage Ratio being at least 0.50 to 1.0 less than it was prior to the acquisition (after giving pro-forma effect to the acquisition and related incurrence of debt), and provided that any such pari passu indebtedness shall : (i) have a maturity date no earlier than the maturity date of the New First Lien Notes; Obligations; (ii) have no rights to mandatory redemptions or repayments (including, without limitation, from excess cash flow or proceeds from any Asset Disposition); Debt in the form of Senior Subordinated Notes and Senior Convertible Notes; (iii) have covenantsaccounts payable, events current accrued operating expenses (other than for borrowed money) and other non-cash accruals by such Credit Party or any of default its Subsidiaries that are not aged more than 90 days from billing date or more than 30 days from the due date, in each case incurred in the Ordinary Course of Business and economics paid within such time period of being due (or billing date, as applicable), unless the same are being Properly Contested; (iv) obligations to pay Rentals permitted by Section 9.2.14; (v) Permitted Purchase Money Debt; (vi) Debt for accrued payroll, Taxes, and other operating expenses (other than for Money Borrowed) incurred in the Ordinary Course of Business of such Credit Party or such Subsidiary, including without limitation couponcash management obligations, interest or feesin each case, so long as payment thereof is not past due and payable unless, in the case of Taxes only, such Taxes are being Properly Contested; (vii) no more favourable Debt for Money Borrowed by such Credit Party (other than the Obligations), but only to the debtholder than extent that such Debt is outstanding on the covenants, events date of default this Agreement and economics in respect is not to be satisfied on or about the Closing Date from the proceeds of the First Lien initial Loans; (viii) Permitted Contingent Obligations; (ix) Debt in the form of reimbursement obligations for Surety Bonds procured in Ordinary Course of Business; (x) Permitted Capitalized Lease Obligations; (xi) Subordinated Debt, including but not limited to the Senior Convertible Notes and the Senior Subordinated Notes, each in the amount existing on the date hereof; (xii) reimbursement obligations related to the letters of credit identified on Schedule 9.2.3 hereof, provided that to such letters of credit may not be renewed or extended beyond their existing term and shall not be outstanding 60 days after the extent any such pari passu indebtedness has covenantsClosing Date; (xiii) Debt among Credit Parties; (xiv) Debt consisting of "Xxxxxxxx in Excess of Costs and Estimated Earnings On Uncompleted Contracts", events of default or economics more favourable to the debtholder than the covenants, events of default and economics in respect of the First Lien Notes, then such more favourable terms shall also be granted in favour of the First Lien Notes; and • existing C$25 million general junior lien debt basket increased to C$100 million"Other Non Current Liabilities" each as listed on Parent's reported financial statements (which reporting is consistent with prior periods); provided that such categories of Debt shall not include Debt for Money Borrowed; (ixv) no cash interest shall be paid on Debt that is not included in any of the preceding paragraphs of this Section 9.2.3, is not secured by a Lien (unless such junior lien debt until the New First Lien Notes are repaid in fullis a Permitted Lien) and does not exceed at any time, and (ii) such junior lien debt shall (x) have a maturity date later than the maturity date under the New First Lien Notes, (y) have events of default no more onerous than the New First Lien Notes Indenture, and (z) be subject to intercreditor terms that are materially consistent with the intercreditor terms set forth in the Collateral Agency Agreement aggregate, the sum of $500,000 as to all Borrowers and shall be provided with no greater rights than those provided to all of their Subsidiaries; and (xvi) Refinancing Debt so long as the New Second Lien Notes pursuant to the Collateral Agency AgreementRefinancing Conditions are met.

Permitted Debt. Consistent with the First Lien Notes IndentureCreate, incur, assume, guarantee or suffer to exist any Debt for Money Borrowed, except: • ABL facility basket reduced to C$30 million; • New Second Lien Notes permitted; • additional pari passu indebtedness basket of C$75 million to be added to support future acquisitions, subject to the Consolidated First-Lien Leverage Ratio being at least 0.50 to 1.0 less than it was prior to the acquisition (after giving pro-forma effect to the acquisition and related incurrence of debt), and provided that any such pari passu indebtedness shall : (i) have a maturity date no earlier than the maturity date of the New First Lien Notes; Obligations; (ii) have no rights the Existing Subordinated Notes and (subject to mandatory redemptions or repayments (including, without limitation, from excess cash flow or proceeds from any Asset Disposition); and compliance with Section 10.5.4) the Zero Coupon Notes; (iii) have covenantsthe New Notes; (iv) Debt for Money Borrowed owed by PLC to any Subsidiary of PLC, events or by any Subsidiary of default PLC to PLC or any Subsidiary of PLC, in each case not constituting a Restricted Investment; (v) Debt for Money Borrowed issued or incurred in connection with Permitted Acquisitions and economics referred to in clause (including without limitation coupong) of such definition; (vi) Debt for Money Borrowed of PLC, interest or feesthe Borrowers and their Subsidiaries (other than Debt for Money Borrowed set forth in clauses (i) no more favourable through (iii) above and other than Subordinated Debt permitted herein), but only to the debtholder than extent that such Debt for Money Borrowed is outstanding on the covenantsdate of this Agreement and is not to be satisfied on or about the Closing Date from the proceeds of the initial Loans; (vii) Debt for Money Borrowed that is not included in any of the preceding paragraphs of this Section 9.2.3, events including Purchase Money Debt incurred after the date hereof to the extent that it is Permitted Purchase Money Debt, Permitted Contingent Obligations and Debt for Money Borrowed that is not secured by a Lien (unless such Lien is a Permitted Lien) and, provided that all Debt for Money Borrowed under this clause (vii) does not exceed at any time, in the aggregate, the sum of default $25,000,000 as to Borrowers, PLC and economics all of their Subsidiaries; (viii) without duplication of any other clauses of this Section 9.2.3, guaranties of Debt for Money Borrowed of Borrowers, PLC or any of PLC's other Subsidiaries that such Person is permitted to incur pursuant to any other clause of this Section 9.2.3; (ix) Refinancing Debt so long as each of the Refinancing Conditions is met; and (x) Debt in respect of the First Lien Notes, provided that delinquent Taxes to the extent any such pari passu indebtedness has covenants, events of default or economics more favourable Taxes are permitted to the debtholder than the covenants, events of default and economics in respect of the First Lien Notes, then such more favourable terms shall also be granted in favour of the First Lien Notes; and • existing C$25 million general junior lien debt basket increased to C$100 million; provided that (i) no cash interest shall be paid on such junior lien debt until the New First Lien Notes are repaid in full, and (ii) such junior lien debt shall (x) have a maturity date later than the maturity date under the New First Lien Notes, (y) have events of default no more onerous than the New First Lien Notes Indenture, and (z) be subject to intercreditor terms that are materially consistent with the intercreditor terms set forth in the Collateral Agency Agreement and shall be provided with no greater rights than those provided to the New Second Lien Notes delinquent pursuant to the Collateral Agency AgreementSection 9.1.6 hereof.

Permitted Debt. Consistent with the First Lien Notes IndentureCreate, incur, assume, guarantee or suffer to exist any Debt, except: • ABL facility basket reduced to C$30 million; • New Second Lien Notes permitted; • additional pari passu indebtedness basket of C$75 million to be added to support future acquisitions, subject to the Consolidated First-Lien Leverage Ratio being at least 0.50 to 1.0 less than it was prior to the acquisition (after giving pro-forma effect to the acquisition and related incurrence of debt), and provided that any such pari passu indebtedness shall : (i) have a maturity date no earlier than the maturity date of the New First Lien Notes; Obligations; (ii) the Tranche B Loan; provided, Agent shall have no rights received a duly executed Intercreditor Agreement in form and substance satisfactory to mandatory redemptions or repayments (including, without limitation, from excess cash flow or proceeds from any Asset Disposition); and Agent; (iii) have covenantsaccounts payable, events current accrued operating expenses (other than for borrowed money) and other non-cash accruals by such Credit Party or any of default its Subsidiaries that are not aged more than 90 days from billing date or more than 30 days from the due date, in each case incurred in the Ordinary Course of Business and economics paid within such time period of being due (or billing date, as applicable), unless the same are being Properly Contested; (iv) obligations to pay Rentals permitted by Section 9.2.14; (v) Permitted Purchase Money Debt; (vi) Debt for accrued payroll, Taxes, and other operating expenses (other than for Money Borrowed) incurred in the Ordinary Course of Business of such Credit Party or such Subsidiary, including without limitation couponcash management obligations, interest or feesin each case, so long as payment thereof is not past due and payable unless, in the case of Taxes only, such Taxes are being Properly Contested; (vii) no more favourable to Permitted Contingent Obligations; (viii) Debt in the debtholder than the covenants, events form of default and economics reimbursement obligations for Surety Bonds procured in respect Ordinary Course of the First Lien NotesBusiness, provided that such Surety Bonds are issued pursuant to a bonding program acceptable to Agent (for the extent any such pari passu indebtedness has covenantsavoidance of doubt, events the bonding programs of default or economics more favourable Chubb, Sure Tec and Scarborough in effect on the Closing Date are acceptable to Agent); (ix) Permitted Capitalized Lease Obligations; (x) Subordinated Debt in the debtholder than amount existing on the covenantsdate hereof; (xi) Debt among Credit Parties; (xii) Debt consisting of “Bxxxxxxx in Excess of Costs and Estimated Earnings On Uncompleted Contracts”, events of default and economics in respect of the First Lien Notes, then such more favourable terms shall also be granted in favour of the First Lien Notes; and • existing C$25 million general junior lien debt basket increased to C$100 million“Other Non Current Liabilities” each as listed on Parent’s reported financial statements (which reporting is consistent with prior periods); provided that such categories of Debt shall not include Debt for Money Borrowed; (ixiii) no cash interest shall be paid on Debt that is not included in any of the preceding paragraphs of this Section 9.2.3, is not secured by a Lien (unless such junior lien debt until the New First Lien Notes are repaid in fullis a Permitted Lien) and does not exceed at any time, and (ii) such junior lien debt shall (x) have a maturity date later than the maturity date under the New First Lien Notes, (y) have events of default no more onerous than the New First Lien Notes Indenture, and (z) be subject to intercreditor terms that are materially consistent with the intercreditor terms set forth in the Collateral Agency Agreement aggregate, the sum of $500,000 as to all Borrowers and shall be provided with no greater rights than those provided to all of their Subsidiaries; and (xiv) Refinancing Debt so long as the New Second Lien Notes pursuant to the Collateral Agency AgreementRefinancing Conditions are met.

Permitted Debt. Consistent with the First Lien Notes IndentureCreate, incur, guarantee or suffer to exist any Debt, except: • ABL facility basket reduced : (a) the Obligations; (b) Subordinated Debt; (c) Permitted Purchase Money Debt; (d) Borrowed Money (other than the Obligations, Subordinated Debt and Permitted Purchase Money Debt), but only to C$30 million; • New Second Lien Notes permitted; • additional pari passu indebtedness basket the extent outstanding on the Closing Date and not satisfied with proceeds of C$75 million the initial Loans; (e) Bank Product Debt; (f) Debt permitted to be added assumed or incurred in a Permitted Acquisition pursuant to support future acquisitionsclause (h) (other than clause (h)(x)(II)) of the definition of the term “Permitted Acquisition”; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) Debt in respect of Taxes, subject to the Consolidated First-Lien Leverage Ratio being extent that payment thereof shall not at least 0.50 the time be required to 1.0 less than it was prior be made in accordance with Section 10.1.6; (j) Debt arising from judgments or decrees in circumstances not constituting an Event of Default under Section 11.1(h); (k) intercompany loans by a Borrower to another Borrower but only to the acquisition extent permitted under Section 10.2.7(e); (l) Debt secured by Liens permitted by Section 10.2.2(q) as long as, in each case, (i) after giving pro-forma effect to the acquisition and related incurrence of debt)such Debt, the Fixed Charge Coverage Ratio (recomputed for the most recent month for which financial statements have been delivered by adding such Debt to the amount of Fixed Charges as if such Debt was incurred on the first day of the period of twelve fiscal months then most recently ended) is at least 1.25 to 1.00 for the period of twelve fiscal months then most recently ended, (ii) Agent has received projections taking into account such Debt (prepared by the Borrowers in good faith, based on assumptions believed to be reasonable in light of the circumstances at such time) showing that the Fixed Charge Coverage Ratio shall continue to be at least 1.25 to 1.00 for the period of twelve fiscal months subsequent to the incurrence of such Debt, (iii) after giving effect to the incurrence of such Debt, Availability is greater than 25% of the aggregate amount of Revolver Commitments then in effect, and provided (iv) such Debt has other terms and is evidenced and governed by documents that any have been approved by Agent in advance in writing (such pari passu indebtedness shall documents being the “Fixed Assets Debt Documents”) and Agent has received copies of all such Fixed Assets Debt Documents, certified as true and complete copies thereof; (m) Debt issued under Olympic Steel’s Registration Statement on Form S-3, as may be amended from time to time, as long as, in each case, (i) after giving effect to the incurrence of such Debt, the Fixed Charge Coverage Ratio (recomputed for the most recent month for which financial statements have a maturity date no earlier than been delivered by adding such Debt to the maturity date amount of Fixed Charges as if such Debt was incurred on the first day of the New First Lien Notes; period of twelve fiscal months then most recently ended) is at least 1.25 to 1.00 for the period of twelve fiscal months then most recently ended, (ii) have no rights Agent has received projections taking into account such Debt (prepared by the Borrowers in good faith, based on assumptions believed to mandatory redemptions or repayments (includingbe reasonable in light of the circumstances at such time) showing that the Fixed Charge Coverage Ratio shall continue to be at least 1.25 to 1.00 for the period of twelve fiscal months subsequent to the incurrence of such Debt, without limitation, from excess cash flow or proceeds from any Asset Disposition); and (iii) have covenantsAvailability is greater than 25% of the aggregate amount of Revolver Commitments then in effect; (n) current unsecured trade, events of default and economics utility or nonextraordinary accounts payable (including without limitation couponlimitation, interest or feesoperating leases and short term Debt owed to vendors) no more favourable to arising in the debtholder than Ordinary Course of Business; and (o) Debt consisting of Capital Leases secured by Liens permitted by Section 10.2.2(k) as long as the covenants, events aggregate amount of default and economics in respect of the First Lien Notes, provided that to the extent any such pari passu indebtedness has covenants, events of default or economics more favourable to Debt incurred after the debtholder than the covenants, events of default and economics in respect of the First Lien Notes, then such more favourable terms shall also be granted in favour of the First Lien Notes; and • existing C$25 million general junior lien debt basket increased to C$100 million; provided that (i) no cash interest shall be paid on such junior lien debt until the New First Lien Notes are repaid in full, and (ii) such junior lien debt shall (x) have a maturity date later than the maturity date under the New First Lien Notes, (y) have events of default no more onerous than the New First Lien Notes Indenture, and (z) be subject to intercreditor terms that are materially consistent with the intercreditor terms set forth Closing Date does not exceed $5,000,000 in the Collateral Agency aggregate during the term of this Agreement and (for the avoidance of doubt, Debt permitted by Section 10.2.1(l) above shall be provided with no greater rights than those provided to the New Second Lien Notes pursuant to the Collateral Agency Agreementnot constitute Debt permitted by this Section 10.2.1(o)).

Permitted Debt. Consistent Create, incur, guarantee or suffer to exist any Debt, except: (a) the Obligations; (b) Subordinated Debt; (c) Permitted Purchase Money Debt; (d) Borrowed Money (other than the Obligations, Subordinated Debt and Permitted Purchase Money Debt), but only to the extent outstanding on the ClosingFourth Amendment Effective Date and not satisfied with proceeds of the First Lien Notes initial Loans; (e) Bank Product Debt; (f) Debt permitted to be assumed or incurred in a Permitted Acquisition pursuant to clause (h) (other than clause (h)(x)(II)) of the definition of the term “Permitted Acquisition”; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) Debt in respect of Taxes, to the extent that payment thereof shall not at the time be required to be made in accordance with Section 10.1.6; (j) Debt arising from judgments or decrees in circumstances not constituting an Event of Default under Section 11.1(h); (k) intercompany loans to the extent permitted under Section 10.2.7(e); (l) Debt evidenced by (i) the Series 2008 Note dated April 23, 2008 in the original principal amount of $8,000,000 by Chicago Tube and Iron in favor of Xxxxx Fargo Bank, National Association, as trustee (the “IRB Trustee”) under the Indenture of Trust, dated as of April 1, 2008 (the “IRB Indenture”) between The Stanly County Industrial Facilities and Pollution Control Financing Authority (the “IRB Issuer”) and the IRB Trustee, which Series 2008 Note is issued pursuant to a Loan Agreement dated as of April 1 2008 (the “IRB Loan Agreement”) between the IRB Issuer and Chicago Tube and Iron relating to The Stanly County Industrial Facilities and Pollution Control Financing Authority Industrial Revenue Bonds, Series 2008 (Chicago Tube and Iron Company Project (the “IRB Bonds”; and (ii) the Reimbursement Agreement, dated as of April 1, 2008, between JPMorgan Chase Bank, N.A. and Chicago Tube and Iron pursuant to which JPMorgan Chase Bank, N.A. issued a letter of credit, dated as of April 1, 2008, for the benefit of the IRB Trustee in the face amount of $8,000,000 (the “IRB LC Documents”); the IRB Indenture, except: • ABL facility basket reduced the IRB Loan Agreement and the IRB LC Documents and each other agreement, document and instrument executed and delivered in connection therewith, in each case as in effect on the Closing Date, the “IRB Documents”).[reserved]; (m) Debt issued under Olympic Steel’s Registration Statement on Form S-3, as may be amended from time to C$30 million; • New Second Lien Notes permitted; • additional pari passu indebtedness basket of C$75 million to be added to support future acquisitionstime, subject to the Consolidated First-Lien Leverage Ratio being at least 0.50 to 1.0 less than it was prior to the acquisition (as long as, in each case, after giving pro-forma effect to the acquisition and related incurrence of debt)such Debt, Availability is greater than 25% of the aggregate amount of Revolver Commitments then in effect; (n) current unsecured trade, utility or nonextraordinary accounts payable (including without limitation, operating leases and provided that short term Debt owed to vendors) arising in the Ordinary Course of Business; (o) Debt consisting of Capital Leases secured by Liens permitted by Section 10.2.2(k) as long as the aggregate amount of any such pari passu indebtedness Debt incurred after the ClosingFourth Amendment Effective Date does not exceed $6,250,000 in the aggregate during the term of this Agreement (for the avoidance of doubt, Debt permitted by Section 10.2.1(l) above shall not constitute Debt permitted by this Section 10.2.1(o)); and (ip) have a maturity date no earlier than unsecured Debt as long as the maturity date of such Debt is at least 6 months after the New First Lien Notes; (ii) have no rights to mandatory redemptions or repayments (including, without limitation, from excess cash flow or proceeds from any Asset Disposition); and (iii) have covenants, events of default and economics (including without limitation coupon, interest or fees) no more favourable to the debtholder than the covenants, events of default and economics in respect of the First Lien Notes, provided that to the extent any such pari passu indebtedness has covenants, events of default or economics more favourable to the debtholder than the covenants, events of default and economics in respect of the First Lien Notes, then such more favourable terms shall also be granted in favour of the First Lien Notes; and • existing C$25 million general junior lien debt basket increased to C$100 million; provided that (i) no cash interest shall be paid on such junior lien debt until the New First Lien Notes are repaid in full, and (ii) such junior lien debt shall (x) have a maturity date later than the maturity date under the New First Lien Notes, (y) have events of default no more onerous than the New First Lien Notes Indenture, and (z) be subject to intercreditor terms that are materially consistent with the intercreditor terms set forth in the Collateral Agency Agreement and shall be provided with no greater rights than those provided to the New Second Lien Notes pursuant to the Collateral Agency Agreement.Tranche A Revolver Termination Date;

Permitted Debt. Consistent with the First Lien Notes IndentureCreate, incur, assume, guarantee or suffer to exist any Debt, except: • ABL facility basket reduced to C$30 million; • New Second Lien Notes permitted; • additional pari passu indebtedness basket of C$75 million to be added to support future acquisitions, subject to the Consolidated First-Lien Leverage Ratio being at least 0.50 to 1.0 less than it was prior to the acquisition (after giving pro-forma effect to the acquisition and related incurrence of debt), and provided that any such pari passu indebtedness shall : (i) have a maturity date no earlier than the maturity date of the New First Lien Notes; Obligations; (ii) have no rights to mandatory redemptions or repayments (including, without limitation, from excess cash flow or proceeds from any Asset Disposition); and the Existing Lender Obligations; (iii) have covenantsaccounts payable by such Borrower or any of its Subsidiaries to trade creditors that are not aged more than 90 days from billing date or more than 30 days from the due date, events in each case incurred in the Ordinary Course of default Business and economics paid within such time period, unless the same are being Properly Contested; (iv) obligations to pay Rentals under existing and future leases; (v) Permitted Purchase Money Debt; (vi) Debt for accrued payroll, benefit plans, self insured health and disability plans, Taxes, other operating expenses and professional fees (other than for Money Borrowed) incurred in the Ordinary Course of Business of such Borrower or such Subsidiary, including without limitation couponobligations under Cash Management Agreements, interest or feesin each case, so long as payment thereof is not past due and payable unless, in the case of Taxes only, such Taxes are being Properly Contested; (vii) no more favourable Debt for Money Borrowed by such Borrower (other than the Obligations) described on Schedule 9.2.3 hereto, but only to the debtholder than extent that such Debt is outstanding on the covenants, events date of default this Agreement and economics in respect is not to be satisfied on or about the Closing Date from the proceeds of the First Lien Notesinitial Loans; (viii) Permitted Contingent Obligations; and (ix) Debt owing by Xxxx Sylmar and Xxxx Xxxxxx to National Life and secured by the Investment Real Estate in existence on the Closing Date; (x) Refinancing Debt so long as each of the Refinancing Conditions is met, (xi) Debt arising out of or in connection with the Xxxxxxxx Gold Documents; (xii) Debt (other than for Money Borrowed) for expenses incurred in connection with the consolidation of the Retail Borrowers, provided that to the extent such expenses constitute Permitted Restructuring Expenses; and (xiii) Debt that is not included in any such pari passu indebtedness has covenants, events of default or economics more favourable to the debtholder than the covenants, events of default and economics in respect of the First preceding paragraphs of this Section 9.2.3, is not secured by a Lien Notes(unless such Lien is a Permitted Lien) and does not exceed at any time, then such more favourable terms shall also be granted in favour of the First Lien Notes; and • existing C$25 million general junior lien debt basket increased to C$100 million; provided that (i) no cash interest shall be paid on such junior lien debt until the New First Lien Notes are repaid in full, and (ii) such junior lien debt shall (x) have a maturity date later than the maturity date under the New First Lien Notes, (y) have events of default no more onerous than the New First Lien Notes Indenture, and (z) be subject to intercreditor terms that are materially consistent with the intercreditor terms set forth in the Collateral Agency Agreement aggregate, the sum of $500,000 as to all Borrowers and shall be provided with no greater rights than those provided to the New Second Lien Notes pursuant to the Collateral Agency Agreementall of their Subsidiaries.

Permitted Debt. Consistent with the First Lien Notes IndentureCreate, except: • ABL facility basket reduced incur, guarantee or suffer to C$30 million; • New Second Lien Notes permitted; • additional pari passu indebtedness basket of C$75 million to be added to support future acquisitionsexist any Debt, subject except (collectively, “Permitted Debt”): (a) Debt described on Schedule 9.2.1 to the Consolidated FirstFourth Amended Credit Agreement as of the Fourth Restatement Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased, refunding, modification or refinancing thereof so long as the principal amount thereof is not increased, provided that individual equipment, Purchase Money Debt or Capital Lease Obligations provided by one lender (or its Affiliates ) may be cross-Lien Leverage Ratio being at least 0.50 collateralized to 1.0 less than it was prior to other equipment, purchase money or capital lease financings incurred hereunder and can be provided by such lender (or its Affiliates); (b) the acquisition Obligations; (c) [reserved]; (d) Permitted Debt Securities, so long as after giving pro-forma effect to the acquisition issuance thereof on a Pro Forma Basis (but excluding the cash proceeds thereof for purposes of calculating the Total Net Leverage Ratio), the Total Net Leverage Ratio as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 9.1.2(a) or (b) is less than or equal to 6.0 to 1.0; provided that the aggregate principal amount of Debt permitted to be incurred by Restricted Subsidiaries that are not Obligors pursuant to this Section 9.2.1(d), when aggregated with the aggregate principal amount of Debt incurred by Restricted Subsidiaries that are not Obligors pursuant to Section 9.2.1(ff) and related any Refinancing Debt in respect of Debt of such Restricted Subsidiaries that are not Obligors originally incurred pursuant to Section 9.2.1(ff) and any Refinancing Debt in respect of Debt incurred under this Section 9.2.1(d), shall not exceed the greater of (x) $75,000,000 and (y) 3.00% of Total Assets at the time of incurrence of debt), and provided that any such pari passu indebtedness shall Permitted Debt Securities; (e) Permitted Purchase Money Debt; (f) Debt under Hedging Agreements incurred in the Ordinary Course of Business and not for speculative purposes; (g) Bank Product Debt; (h) Purchase Money Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by a Borrower or Subsidiary, as long as such Purchase Money Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition; (i) have a maturity date no earlier than the maturity date of the New First Lien Notes; (ii) have no rights to mandatory redemptions or repayments (including, without limitation, from excess cash flow or proceeds from any Asset Disposition); Capital Lease Obligations and (iii) have covenants, events of default and economics purchase money obligations (including without limitation coupon, interest or fees) no more favourable to the debtholder than the covenants, events of default and economics obligations in respect of mortgage, industrial revenue bond, industrial development bond and similar financings) in an aggregate principal amount, when combined with the First Lien Notesaggregate principal amount of all Debt incurred pursuant to Section 9.2.1(e), not in excess of the greater of $50,000,000 and 3.00% of Total Assets at any time outstanding and any extension, renewal, refunding, modification or refinancing thereof, provided that individual equipment, purchase money or capital lease financings provided by one lender (or its Affiliates) may be cross-collateralized to the extent any such pari passu indebtedness has covenantsother equipment, events of default purchase money or economics more favourable capital lease financings incurred pursuant to the debtholder than the covenants, events of default and economics in respect of the First Lien Notes, then such more favourable terms shall also be granted in favour of the First Lien Notes; and • existing C$25 million general junior lien debt basket increased to C$100 million; provided that (i) no cash interest shall be paid on such junior lien debt until the New First Lien Notes are repaid in full, and (ii) such junior lien debt shall (x) have a maturity date later than the maturity date under the New First Lien Notes, (y) have events of default no more onerous than the New First Lien Notes Indenture, and (z) be subject to intercreditor terms that are materially consistent with the intercreditor terms set forth in the Collateral Agency this Agreement and shall can be provided with no greater rights than those provided to the New Second Lien Notes pursuant to the Collateral Agency Agreement.by such lender (or its Affiliates);

Permitted Debt. Consistent with the First Lien Notes IndentureCreate, incur, assume, guarantee or suffer to exist any Debt, except: • ABL facility basket reduced to C$30 million; • New Second Lien Notes permitted; • additional pari passu indebtedness basket of C$75 million to be added to support future acquisitions, subject to the Consolidated First-Lien Leverage Ratio being at least 0.50 to 1.0 less than it was prior to the acquisition (after giving pro-forma effect to the acquisition and related incurrence of debt), and provided that any such pari passu indebtedness shall : (i) have a maturity date no earlier than the maturity date of the New First Lien Notes; Obligations; (ii) have no rights to mandatory redemptions or repayments (including, without limitation, from excess cash flow or proceeds from any Asset Disposition); Debt in the form of Senior Subordinated Notes and Senior Convertible Notes; (iii) have covenantsaccounts payable, events current accrued operating expenses (other than for borrowed money) and other non-cash accruals by such Credit Party or any of default its Subsidiaries that are not aged more than 90 days from billing date or more than 30 days from the due date, in each case incurred in the Ordinary Course of Business and economics paid within such time period of being due (or billing date, as applicable), unless the same are being Properly Contested; (iv) obligations to pay Rentals permitted by Section 9.2.14; (v) Permitted Purchase Money Debt; (vi) Debt for accrued payroll, Taxes, and other operating expenses (other than for Money Borrowed) incurred in the Ordinary Course of Business of such Credit Party or such Subsidiary, including without limitation couponcash management obligations, interest or feesin each case, so long as payment thereof is not past due and payable unless, in the case of Taxes only, such Taxes are being Properly Contested; (vii) no more favourable Permitted Contingent Obligations; (viii) Debt in the form of reimbursement obligations for Surety Bonds existing on Petition Date and Debt in the form of reimbursement obligations for Surety Bonds procured after the Petition Date provided such Surety Bonds are issued pursuant to a bonding program acceptable to Agent; (ix) Permitted Capitalized Lease Obligations; (x) Subordinated Debt, each in the debtholder than amount existing on the covenantsdate hereof; (xi) Debt among Credit Parties; (xii) Debt consisting of “Xxxxxxxx in Excess of Costs and Estimated Earnings On Uncompleted Contracts”, events of default and economics in respect of the First Lien Notes, provided that to the extent any such pari passu indebtedness has covenants, events of default or economics more favourable to the debtholder than the covenants, events of default and economics in respect of the First Lien Notes, then such more favourable terms shall also be granted in favour of the First Lien Notes; and • existing C$25 million general junior lien debt basket increased to C$100 million“Other Non Current Liabilities” each as listed on Parent’s reported financial statements (which reporting is consistent with prior periods); provided that such categories of Debt shall not include Debt for Money Borrowed; and (ixiii) no cash interest shall be paid Debt existing on the Petition Date that is not included in any of the preceding paragraphs of this Section 9.2.3, is not secured by a Lien (unless such junior lien debt until Lien is a Permitted Lien), does not have administrative priority over, nor is pari passu to, the New First Lien Notes are repaid in fullObligations, and (ii) such junior lien debt shall (x) have a maturity date later than the maturity date under the New First Lien Notesdoes not exceed at any time, (y) have events of default no more onerous than the New First Lien Notes Indenture, and (z) be subject to intercreditor terms that are materially consistent with the intercreditor terms set forth in the Collateral Agency Agreement aggregate, the sum of $500,000 as to all Borrowers and shall be provided with no greater rights than those provided to the New Second Lien Notes pursuant to the Collateral Agency Agreementall of their Subsidiaries.

Permitted Debt. Consistent with The Borrower will not, and will not permit any Subsidiary to, create, assume or incur any Debt, except as follows (the First Lien Notes Indenture, except: • ABL facility basket reduced to C$30 million; • New Second Lien Notes permitted; • additional pari passu indebtedness basket of C$75 million to be added to support future acquisitions, subject amounts set forth below are in the aggregate for the Borrower and all Subsidiaries). (a) Debt owing by any Subsidiary to the Consolidated First-Lien Leverage Ratio being at least 0.50 to 1.0 less than it was prior Borrower; (b) Debt to the acquisition Agents and the Lenders under this Agreement or any Credit Document; (after giving pro-forma effect to the acquisition and related incurrence of debt), and provided that c) Subordinated Debt (including any such pari passu indebtedness shall refinanced Subordinated Debt so long as (i) have a the maturity date no of such refinanced Subordinated Debt is not earlier than the maturity date of the New First Lien Notes; (ii) have no rights to mandatory redemptions or repayments (including, without limitation, from excess cash flow or proceeds from any Asset Disposition); and (iii) have covenants, events of default and economics (including without limitation coupon, interest or fees) no more favourable to the debtholder than the covenants, events of default and economics in respect of the First Lien Notes, provided that to the extent any such pari passu indebtedness has covenants, events of default or economics more favourable to the debtholder than the covenants, events of default and economics in respect of the First Lien Notes, then such more favourable terms shall also be granted in favour of the First Lien Notes; and • existing C$25 million general junior lien debt basket increased to C$100 million; provided that (i) no cash interest shall be paid on such junior lien debt until the New First Lien Notes are repaid in fulloriginal Subordinated Debt, and (ii) the interest, fees and other amounts payable with respect to such junior lien debt shall refinanced Subordinated Debt are no greater than any interest, fees or other amounts payable with respect to the original Subordinated Debt); (xd) Debt consisting of accrued pension fund and other employee benefit plan obligations and liabilities; (e) Debt consisting of deferred taxes; (f) Debt resulting from endorsements of negotiable instruments received in the ordinary course of business; (g) Debt secured by Purchase Money Liens to the extent that the capital expenditure in regard thereto is then permitted to be made under SECTION 5.21; (h) contingent obligations with respect to letters of credit which have a been issued but not drawn upon; (i) other Debt for any Fiscal Year of the Borrower in an aggregate amount not to exceed Two Hundred Thousand Dollars ($200,000); (j) the Replacement Loan; (k) Debt arising out of the refinancing, extension, renewal or refunding of any Debt permitted by any of the foregoing paragraphs of this SECTION so long as (i) the maturity date later of such refinanced Debt is not earlier than the maturity date under the New First Lien Notes, (y) have events of default no more onerous than the New First Lien Notes Indenturesuch original Debt, and (zii) be subject the interest, fees and other amounts payable with respect to intercreditor terms that such refinanced Debt are materially consistent no greater than any interest, fees or other amounts payable with respect to the intercreditor terms set forth in original Debt; and (l) Debt under the Collateral Agency Prior Loan Agreement and shall be provided with no greater rights than those provided any other Debt being refinanced pursuant hereto; provided, however, that immediately after giving effect to the New Second Lien Notes pursuant creation, assumption, existence or incurrence of any Debt permitted by this SECTION 5.22, no Default or Event of Default shall have occurred and be continuing; and, provided, further, that Borrower shall not prepay, redeem, retire, defease, purchase or otherwise acquire any such Debt prior to the Collateral Agency Agreementits stated maturity.

Permitted Debt. Consistent with the First Lien Notes IndentureCreate, incur, guarantee or suffer to exist any Debt, except: • ABL facility basket reduced to C$30 million; • New Second Lien : (a) Debt described on Schedule 6.1 as of the Closing Date; (b) the Obligations; (c) the Senior Notes permitted; • additional pari passu indebtedness basket Debt existing as of C$75 million to be added to support future acquisitionsthe Closing Date; (d) Permitted Debt Securities, subject to the Consolidated First-Lien Leverage Ratio being at least 0.50 to 1.0 less than it was prior to the acquisition (so long as after giving pro-forma effect to the acquisition issuance thereof on a Pro Forma Basis (but excluding the cash proceeds thereof for purposes of calculating the Total Net Leverage Ratio), the Total Net Leverage Ratio as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.2(a) or (b) is less than or equal to 6.0 to 1.0; provided that the aggregate principal amount of Debt permitted to be incurred by Restricted Subsidiaries that are not Obligors pursuant to this Section 6.1(d), when aggregated with the aggregate principal amount of Debt incurred by Restricted Subsidiaries that are not Obligors pursuant to Section 6.1(ff) and related any Permitted Refinancing Debt in respect of Debt of such Restricted Subsidiaries that are not Obligors originally incurred pursuant to Section 6.1(ff) and any Permitted Refinancing Debt in respect of Debt incurred under this Section 6.1(d), shall not exceed the greater of (x) $75,000,000 and (y) 3.00% of Total Assets at the time of incurrence of debt), and provided that any such pari passu indebtedness shall Permitted Debt Securities; (e) Debt under the ABL Facility in an aggregate outstanding principal (or committed) amount not to exceed the greater of (i) have a maturity date no earlier than the maturity date of the New First Lien Notes; $125,000,000 and (ii) have no rights the Borrowing Base as of the date of such incurrence; (f) [Reserved]; (g) Permitted Purchase Money Debt; (h) Debt under Hedging Agreements incurred in the Ordinary Course of Business and not for speculative purposes; (i) Bank Product Debt; (j) Purchase Money Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by the Borrower or Subsidiary, as long as such Purchase Money Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition; (k) Capital Lease Obligations and purchase money obligations (including obligations in respect of mortgage, industrial revenue bond, industrial development bond and similar financings) in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Debt incurred pursuant to mandatory Section 6.1(g) and Permitted Refinancing Debt in respect of Debt originally incurred pursuant to Section 6.1(g) and this Section 6.1(k)) not in excess of the greater of (x) $50,000,000 and (y) 3.00% of Total Assets at the time any such Capital Lease Obligations are incurred and any extension, renewal, refunding, modification or refinancing thereof; (l) Permitted Contingent Obligations; (m) Debt consisting of the deferred purchase price or notes issued to future, current or former officers, directors, employees, members of management and consultants of the Borrower or any of its Restricted Subsidiaries (or any direct or indirect parent entity thereof), their respective estates, heirs, family members, spouses and former spouses, domestic partners or former domestic partners to purchase, redeem or acquire or retire for value Equity Interests to the extent that such purchases or redemptions are otherwise permitted hereunder (or repayments options or warrants or similar instruments); (includingn) Debt arising from agreements providing for indemnification, without limitationadjustment of purchase price, earnout or similar obligations, or from excess cash flow guarantees or proceeds from letters of credit, securing the performance of the Borrower or a Restricted Subsidiary pursuant to such agreements, incurred or contracted for on or before the Closing Date or in connection with Permitted Acquisitions or Permitted Investments; (o) obligations under incentive, non-compete, consulting, deferred compensation, or other similar arrangements incurred by it; (p) notes or loans that are unsecured or secured by Liens on the Collateral ranking junior to or pari passu with the Liens securing the Secured Obligations pursuant to the Intercreditor Agreement or an intercreditor agreement in form reasonably satisfactory to the Administrative Agent (any Asset Dispositionsuch Debt, “Incremental Equivalent Debt”); provided that (A) the aggregate initial principal amount of all Incremental Equivalent Debt shall not exceed the Maximum Incremental Equivalent Amount, (B) the incurrence of such Debt shall be subject to clauses (iii), (iv) and, in the case of loans secured by Liens on the Collateral ranking pari passu with the Liens securing the Secured Obligations, (v) of the proviso to Section 2.22(a), as if such Incremental Equivalent Debt constituted Incremental Term Loans and (C) the covenants and events of default applicable to such Incremental Equivalent Debt shall (1) not be, when taken as a whole, materially more favorable, to the holders of such Debt than those applicable under this Agreement (except for covenants or other provisions applicable only to periods after the Final Maturity Date) or (2) be consistent with then current market terms for the type of Debt issued, in the good faith determination of the Borrower; (q) Debt incurred in connection with (i) the financing of insurance premiums, (ii) take or pay obligations contained in supply arrangements or (iii) have covenantsobligations of suppliers, events customers, franchises and licenses; (r) (i) Debt incurred in the Ordinary Course of default and economics (including without limitation coupon, interest or fees) no more favourable to the debtholder than the covenants, events of default and economics Business in respect of netting services, overdraft protections, employee credit card programs, Cash Management Services and otherwise in connection with Deposit Accounts and (ii) Debt incurred in connection with letters of credit, bankers’ acceptances, bank guarantees, discounted bills of exchange or the First Lien Notesdiscounting or factoring of receivables for credit management purposes, provided that to in each case incurred or undertaken in the extent any such pari passu indebtedness has covenants, events Ordinary Course of default Business; (s) Debt or economics more favourable to the debtholder than the covenants, events of default and economics other obligations in respect of bids, trade contracts, leases, statutory obligations, surety, stay, customs and appeal bonds and performance, performance and completion guarantees, return of money bonds, government contracts, financial assurances and completion guarantees and similar obligations (or Debt in respect of letters of credit, bank guarantees or similar instruments in lieu of such items to support the First Lien Notesissuance thereof), then such more favourable terms shall also be granted in favour each case in the Ordinary Course of Business; (t) unsecured Debt of the First Lien Notes; Borrower to any Subsidiary and • existing C$25 million general junior lien debt basket increased of any Subsidiary to C$100 millionthe Borrower or any other Subsidiary; provided that (i) no cash interest Debt of any Subsidiary that is not an Obligor to the Borrower or Restricted Subsidiary that is an Obligor shall be paid on such junior lien debt until permitted only if permitted under the New First Lien Notes are repaid in full, definition of “Permitted Investments” and (ii) Debt of the Borrower and any Obligor to any Subsidiary that is not an Obligor shall be expressly subordinate and junior in right of payment to Full Payment of the Obligations on terms reasonably satisfactory to the Administrative Agent; (u) Debt incurred by Borrower or any Restricted Subsidiary owed to (including obligations in respect of letters of credit, bank guarantees or similar instruments for the benefit of) any Person providing workers’ compensation, securing unemployment insurance, other social security laws or regulation or similar obligations or legislation securing unemployment insurance, health, disability or other employee benefits, or property, casualty or liability insurance, self-insurance or other similar obligations or other Debt with respect to reimbursement type obligations regarding workers’ compensation claims, or letters of credit in the nature of a security deposit (or similar deposit or security) given to a lessor under an operating lease of real property under which such junior lien debt shall Person is lessee; (v) Permitted Refinancing Debt in respect of Debt incurred pursuant to clauses (a), (b), (c), (d), (g), (j), (k), (p), (w), (x), (cc)(ii), (ff) and (gg); (w) additional Debt in an aggregate principal amount at any time outstanding not to exceed, when aggregated with the amount of Permitted Refinancing Debt incurred in respect of Debt originally incurred pursuant to this clause (w), the greater of (x) have a maturity date later than the maturity date under the New First Lien Notes, $100,000,000 and (y) have events 5.50% of default no more onerous than Total Assets at the New First Lien Notes Indenturetime of incurrence of any such Debt; (x) Debt of the Borrower and its Restricted Subsidiaries assumed or acquired in connection with Permitted Acquisitions, which Debt may be secured or unsecured, and provided that (A) such Debt exists at the time of such Permitted Acquisition and is not created in contemplation of such event and (B) after giving effect to the assumption or acquisition of such Debt incurred in connection therewith on a Pro Forma Basis, (1) that is unsecured, the Total Net Leverage Ratio as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.2(a) or (b) is less than or equal to 6.0 to 1.0 and (2) that is secured, the Total Net Secured Leverage Ratio as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.2(a) or (b) is less than or equal to 4.0 to 1.0; (y) Debt incurred by Restricted Subsidiaries that are not Obligors in an aggregate principal amount not to exceed at any one time outstanding $50,000,000; (z) Debt under Existing Foreign Facilities, and any extension, renewal, refunding, modification or refinancing thereof, in an aggregate principal amount not to exceed $40,000,000 at any time outstanding (which, if secured, is only secured by the Equity Interests in, and the Property of, Foreign Subsidiaries); (aa) Debt incurred on behalf of, or representing guarantees of Debt of, joint ventures of the Borrower or any of its Restricted Subsidiaries, in an aggregate principal amount not to exceed $5,000,000 at any one time outstanding; (bb) in connection with letters of credit, bankers’ acceptances, bank guarantees, discounted bills of exchange or the discounting or factoring of receivables for credit management purposes, in each case incurred or undertaken in the Ordinary Course of Business on arm’s-length commercial terms on a recourse basis; (i) Debt arising out of the creation of any Permitted Lien and (ii) Debt arising in connection with any Sale and Leaseback Transaction (including Attributable Debt); (dd) all premium (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on Debt described under this Section 6.1; (ee) Debt supported by a letter of credit issued under the ABL Facility, in a principal amount not in excess of the stated amount of such letter of credit; (ff) Debt incurred to finance acquisitions permitted hereunder after the Closing Date; provided that (i) before and after giving effect to such acquisition on a Pro Forma Basis, no Event of Default exists, (ii) after giving effect to such acquisition on a Pro Forma Basis, (A) if such Debt is unsecured, the Total Net Leverage Ratio as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.2(a) or (b) would not exceed the greater of (x) 6.0 to 1.0 and (y) the Total Net Leverage Ratio as of the last day of the most recently ended Test Period and (B) if such Debt is secured, the Total Net Secured Leverage Ratio as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.2(a) or (b) would not exceed 4.0 to 1.0 and, in the case of loans secured by Liens on the Collateral ranking pari passu with the Liens securing the Secured Obligations, clause (v) of the proviso to Section 2.22(a) shall apply, as if such other Debt constituted Incremental Term Loans, (iii) the aggregate principal amount of such Debt permitted to be incurred by Restricted Subsidiaries that are not Obligors pursuant to this Section 6.1(ff), when aggregated with the aggregate principal amount of Debt incurred by Restricted Subsidiaries that are not Obligors pursuant to Section 6.1(d) and any Permitted Refinancing Debt in respect of Debt of such Restricted Subsidiaries that are not Obligors originally incurred pursuant to Section 6.1(d), and any Permitted Refinancing Debt in respect of such Debt incurred under this Section 6.1(ff) shall not exceed the greater of (x) $75,000,000 and (y) 3.00% of Total Assets at the time of incurrence of any such Debt, (iv) any such Debt that is subordinated to the Obligations in right of payment or security shall be subject to intercreditor terms arrangements that are materially consistent reasonably satisfactory to the Administrative Agent and (v) such Debt does not mature or require any scheduled amortization or scheduled payment of principal or require any mandatory redemption, repurchase, repayment or sinking fund obligation (other than (A) payments as part of an “applicable high yield discount obligation” catch-up payment, (B) customary offers to repurchase in connection with any change of control, Disposition or casualty event and (C) customary acceleration rights after an event of default), in each case, prior to the date which is ninety-one (91) days after the Final Maturity Date as of the date of incurrence thereof; and (gg) Debt of the Borrower and/or any Restricted Subsidiary in an aggregate outstanding principal amount not to exceed 100% of the amount of Net Proceeds received by the Borrower from (i) the issuance or sale of Qualified Capital Stock or (ii) any cash contribution to its common equity with the intercreditor terms set forth in Net Proceeds from the Collateral Agency Agreement issuance and shall be provided with no greater rights than those provided sale by any Parent Entity of its Qualified Capital Stock or a contribution to the New Second Lien Notes pursuant common equity of any Parent Entity, in each case, (A) other than any Net Proceeds received from the sale of Qualified Capital Stock to, or contributions from, the Borrower or any of its Restricted Subsidiaries and (B) to the Collateral Agency Agreementextent the relevant Net Proceeds have not otherwise been applied to make Investments, Restricted Payments or Restricted Debt Payments hereunder.

Permitted Debt. Consistent with The Sellers shall not incur, permit to exist or commit to incur any Indebtedness that has not been approved by the First Lien Notes IndentureBuyer in writing in advance, except: • ABL facility basket reduced to C$30 million; • New Second Lien Notes permitted; • additional pari passu indebtedness basket of C$75 million to be added to support future acquisitionsexcept the following (collectively, subject to the Consolidated First-Lien Leverage Ratio being at least 0.50 to 1.0 less than it was prior to the acquisition (after giving pro-forma effect to the acquisition and related incurrence of debt), and provided that any such pari passu indebtedness shall “Permitted Debt”): (i) have a maturity date no earlier than the maturity date of the New First Lien Notes; Obligations hereunder; (ii) have no rights to mandatory redemptions liabilities for accounts payable, non-capitalized equipment or repayments (including, without limitation, from excess cash flow or proceeds from any Asset Disposition); operating leases and similar liabilities incurred in the ordinary course of business; (iii) the Indebtedness described on Exhibit XII; (iv) Qualified Subordinated Debt; USActive 5512618.10 -42- (v) other Indebtedness of any Seller approved in writing by the Buyer (Buyer shall have covenantsno obligation to approve any such Indebtedness, events and Buyer may approve or disapprove it in Buyer’s sole and absolute discretion); (vi) Indebtedness under warehousing, repurchase or other mortgage-related asset agreements to finance the Sellers’ inventory of default and economics Mortgage Loans; (including without limitation coupon, interest or feesvii) no more favourable to the debtholder than the covenants, events Indebtedness between Sellers that is unsecured; (viii) Indebtedness secured by MBSs rated by at least one Rating Agency; (ix) Indebtedness secured by rated portions of default and economics in respect of the First Lien NotesMBSs; (x) Indebtedness supporting trust preferred stock, provided that such Indebtedness shall not exceed 75% of such Sellers Adjusted Tangible Net Worth; (xi) additional Indebtedness not to exceed $20,000,000 in the aggregate; (xii) debt securities issued by HB Corp. convertible into common stock, of up to Two Hundred Million Dollars ($200,000,000), so long as such convertible debt is unsecured and does not mature until ninety (90) days or more after the Termination Date, and its indenture contains subordination provisions approved by the Buyer subordinating such convertible debt in right of payment to the extent Transactions hereof and imposes covenants and conditions that are no more restrictive or onerous than HB Corp.’s covenants and conditions under this Repurchase Agreement; and (xiii) Indebtedness of any Seller owed to an Affiliate, so long as such pari passu indebtedness has covenants, events of default or economics more favourable inter-company Indebtedness is subordinated in form and substance acceptable to the debtholder than the covenantsBuyer including, events in each case, Guarantees by either Seller of default and economics in respect of the First Lien Notes, then such more favourable terms shall also be granted in favour of the First Lien Notes; and • existing C$25 million general junior lien debt basket increased to C$100 million; Permitted Debt provided that (i) no cash interest shall be paid on such junior lien debt until the New First Lien Notes are repaid in full, and (ii) such junior lien debt shall (x) have a maturity date later than the maturity date under the New First Lien Notes, (y) have events of default no more onerous than the New First Lien Notes Indenture, and (z) be subject to intercreditor terms that are materially consistent with the intercreditor terms set forth in the Collateral Agency Agreement and shall be provided with no greater rights than those provided to the New Second Lien Notes pursuant to the Collateral Agency AgreementGuarantee otherwise qualifies as Permitted Debt.

Permitted Debt. Consistent with The Company will not, nor will it permit any Subsidiary to, create, assume or incur any Debt, except as follows (the First Lien Notes Indenture, except: • ABL facility basket reduced amounts set forth below are in the aggregate for the Company and all Subsidiaries). (a) Debt owing by the Company to C$30 million; • New Second Lien Notes permitted; • additional pari passu indebtedness basket of C$75 million to be added to support future acquisitions, subject any other Obligor that is subordinated to the Consolidated First-Lien Leverage Ratio being at least 0.50 to 1.0 less than it was prior payment of the Obligations and the Senior Subordinated Notes; (b) Debt to the acquisition (after giving pro-forma effect Agent, the Collateral Agent and the Senior Lenders under the Senior Debt Agreement, to the acquisition Purchasers under this Agreement and related incurrence to Wachovia under any document or agreement pertaining to any Letter of debtCredit; (c) Debt to Persons other than that described in the foregoing clause(b) existing on the date of this Agreement and described in Schedule 7.12; (d) [Reserved]; (e) Debt consisting of accrued pension fund and other employee benefit plan obligations and liabilities; (f) Debt consisting of deferred taxes; (g) Debt resulting from endorsements of negotiable instruments received in the ordinary course of business; (h) Debt secured by Purchase Money Liens permitted hereby Section 7.10(f), and provided that any such pari passu indebtedness shall ; (i) contingent obligations with respect to documentary letters of credit which have been issued but not drawn upon; (j) Debt as a result of Interest Rate Protection Agreements as the same are permitted under Section 7.09; (k) Debt arising out of the refinancing, extension, renewal or refunding of any Debt permitted by any of the foregoing paragraphs of this Section so long as (i) the maturity date no of such refinanced Debt is not earlier than the maturity date of the New First Lien Notes; (ii) have no rights to mandatory redemptions or repayments (including, without limitation, from excess cash flow or proceeds from any Asset Disposition); and (iii) have covenants, events of default and economics (including without limitation coupon, interest or fees) no more favourable to the debtholder than the covenants, events of default and economics in respect of the First Lien Notes, provided that to the extent any such pari passu indebtedness has covenants, events of default or economics more favourable to the debtholder than the covenants, events of default and economics in respect of the First Lien Notes, then such more favourable terms shall also be granted in favour of the First Lien Notes; and • existing C$25 million general junior lien debt basket increased to C$100 million; provided that (i) no cash interest shall be paid on such junior lien debt until the New First Lien Notes are repaid in fulloriginal Debt, and (ii) the interest, fees and other amounts payable with respect to such junior lien debt shall (x) have a maturity date later than the maturity date under the New First Lien Notes, (y) have events of default no more onerous than the New First Lien Notes Indenture, and (z) be subject to intercreditor terms that refinanced Debt are materially consistent with the intercreditor terms set forth in the Collateral Agency Agreement and shall be provided with no greater rights than those provided any interest, fees or other amounts payable with respect to the New Second Lien Notes original Debt); and (l) Debt arising in connection with factoring arrangements with The CIT Group/Commercial Services, Inc. described in Section 4.02(l), to be paid off and released pursuant to the Collateral Agency Agreementpayoff letter described therein; provided, however, that immediately after giving effect to the creation, assumption, existence or incurrence of any Debt permitted by this Section 7.12, no Default or Event of Default shall have occurred and be continuing.