Exhibit 4.8b


 


FIRST SUPPLEMENTAL
INDENTURE


 


                THIS FIRST SUPPLEMENTAL INDENTURE is dated as of February 1,
2008, among  STEEL DYNAMICS, INC., an
Indiana corporation (the “Company”), SDI INVESTMENT COMPANY, a Delaware
corporation (“SDI Investment”), STEEL DYNAMICS SALES NORTH AMERICA,
INC., an Indiana corporation (“Sales NA”), NEW MILLENNIUM BUILDING
SYSTEMS, LLC, an Indiana limited liability company (“NMBS”), ROANOKE
ELECTRIC STEEL CORPORATION, an Indiana corporation (“RESC”), NEW
MILLENNIUM BUILDING SYSTEMS, INC., a South Carolina corporation (“New
Millennium”), SOCAR OF OHIO, INC., an Ohio corporation (“Socar”),
SHREDDED PRODUCTS, LLC, a Virginia limited liability company (“Shredded
Products”), SHREDDED PRODUCTS II, LLC, an Indiana limited liability company
(“Shredded Products II”), JOHN W. HANCOCK, JR., LLC, a Virginia limited
liability company (“Hancock”), STEEL OF WEST VIRGINIA, INC., a Delaware
corporation (“Steel of West Virginia”), STEEL VENTURES, INC., a Delaware
corporation (“Steel Ventures”), SWVA, INC., a Delaware corporation (“SWVA”),
MARSHALL STEEL INC., a Delaware corporation (“Marshall Steel”), and THE
TECHS INDUSTRIES, INC., a Delaware corporation (“Industries”) (SDI
Investment, Sales NA, NMBS, RESC, New Millennium, Socar, Shredded Products, Shredded
Products II, Hancock, Steel of West Virginia, Steel Ventures, SWVA, Marshall
Steel, and Industries may individually be referred to as the “Initial
Subsidiary Guarantor” and collectively as the “Initial Subsidiary
Guarantors”), OMNISOURCE CORPORATION, an Indiana corporation (“OmniSource”),
SUPERIOR ALUMINUM ALLOYS, LLC, an Indiana limited liability company (“Superior
Aluminum”), GLOBAL SHREDDING TECHNOLOGIES, LTD., LLC, an Indiana limited
liability company (“Global”), CAROLINA INVESTMENT CO., LLC, an Indiana
limited liability company (“Carolina”), JACKSON IRON & METAL
COMPANY, INC., a Michigan corporation (“Jackson”), OMNISOURCE BAY CITY,
LLC, an Indiana limited liability company (“Omni Bay”), OMNISOURCE
ATHENS DIVISION, LLC, an Indiana limited liability company (“Athens”), OMNISOURCE
INDIANAPOLIS, LLC, an Indiana limited liability company (“Indianapolis”),
CAPITOL CITY METALS, LLC, an Indiana limited liability company (“Capitol
City”), RECOVERY TECHNOLOGIES, LLC, an Indiana limited liability company (“Recovery”),
INDUSTRIAL SCRAP CORPORATION, an Indiana corporation (“Industrial Scrap
Corporation”), INDUSTRIAL SCRAP, LLC, an Indiana limited liability company
(“Industrial Scrap, LLC”), OMNISOURCE LLC, an Indiana limited liability
company (“OmniSource, LLC”), OMNISOURCE TRANSPORT, LLC, an Indiana
limited liability company (“Transport”), SCIENTIFIC RECYCLING GROUP,
LLC, an Indiana limited liability company (“Scientific”), ADMETCO, INC.,
an Indiana corporation (“Admetco”), LUCKY STRIKE METALS, LLC, an Indiana
limited liability company (“Lucky Strike”), AUBURN INVESTMENT CO., LLC,
an Indiana limited liability company (“Auburn Investment”), MICHIGAN
PROPERTIES ECORSE, LLC, an Indiana limited liability company (“Michigan
Properties”) and OMNISOURCE MEXICO, LLC, an Indiana limited liability
company (“OmniSource Mexico”) (OmniSource, Industrial Scrap Corporation,
Admetco, Jackson, Superior Aluminum, Global, Carolina, Omni Bay, Athens,
Indianapolis, Capitol City, Recovery, Industrial Scrap, LLC, OmniSource, LLC,
Transport, Scientific, Lucky Strike, Auburn Investment, Michigan Properties,
and OmniSource Mexico may individually be referred to as a 


 


 

















 


 


“New
Subsidiary Guarantor” and collectively as the “New Subsidiary Guarantors”),
and WELLS FARGO BANK, NATIONAL
ASSOCIATION, as trustee (the “Trustee”).


 


RECITALS:


 


                The Company, the Initial
Subsidiary Guarantors, RESCO Steel Products Corporation, a Virginia corporation
(“RSPC”), Roanoke Technical Treatment & Services, Inc., a
Virginia corporation (“Roanoke Technical”), Steel Holdings, Inc.,
an Indiana corporation (“Steel Holdings”), Steel Dynamics Ferrous
Resources, LLC, an Indiana limited liability company (“SDFR”), The Techs
Holdings, Inc., a Delaware corporation (“Holdings”),  and the Trustee have duly authorized, executed
and delivered an Indenture dated as of October 12, 2007 (the “Original
Indenture”) in connection with the issuance initially of up to $700,000,000
aggregate principal amount of the Company’s 7  3/8% Senior Notes due 2012 (the “Notes”)
as provided in the Original Indenture.


 


                Effective October 31, 2007,
RSPC and Roanoke Technical were merged with and into RESC, with RESC as the
surviving entity.


 


                Effective December 31,
2007, Steel Holdings and SDFR were dissolved.


 


                Effective December 31,
2007, Holdings was merged with and into Industries, with Industries as the
surviving entity.


 


                The Company acquired all of the
issued and outstanding stock of OmniSource effective as of October 26,
2007.  Industrial Scrap Corporation,
Admetco, Jackson, Superior Aluminum, Global, Carolina, Omni Bay, Athens,
Indianapolis, Capitol City, Recovery, Industrial Scrap, LLC, OmniSource, LLC,
Transport, Scientific, Lucky Strike, Auburn Investment, Michigan Properties,
and OmniSource Mexico are wholly owned direct and indirect subsidiaries of
OmniSource.


 


                This First Supplemental
Indenture is being executed and delivered by the Company, the Initial
Subsidiary Guarantors and the New Subsidiary Guarantors pursuant to the
provisions of Section 4.13 and Section 9.01(2) of the Original
Indenture.


 


                This First Supplemental Indenture (together with the
Original Indenture, collectively the “Indenture”) is subject to, and
shall be governed by, the provisions of the Trust Indenture Act of 1939, as
amended, that are required to be a part of and to govern indentures qualified
under the Trust Indenture Act of 1939, as amended.


 


 


2

















 


 


AND THIS FIRST SUPPLEMENTAL
INDENTURE FURTHER WITNESSETH:


 


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


 


ARTICLE ONE


 


Guaranty of Notes


 


                Section 1.01.          Note
Guarantee; Limitation of Liability.  (a) Subject
to the provisions of Article Ten of the Original Indenture, the New
Subsidiary Guarantors hereby, jointly and severally with the Initial Subsidiary
Guarantors, fully and unconditionally guarantee to each Holder of Notes and to
the Trustee on behalf of the Holders:  (i) the
due and punctual payment of the principal of, premium, if any, on and interest
on each Note, when and as the same shall become due and payable, whether at
maturity, by acceleration or otherwise, the due and punctual payment of
interest on the overdue principal of and interest, if any, on the Notes, to the
extent lawful, and the due and punctual performance of all other obligations of
the Company to the Holders or the Trustee, all in accordance with the terms of
such Note, the Original Indenture and this First Supplemental Indenture and (ii) in
the case of any extension of time of payment or renewal of any Notes or any of
such other obligations, that the same will be promptly paid in full when due or
performed  in accordance with the terms
of the extension or renewal, at Stated Maturity, by acceleration or otherwise, subject, however, in the case of clauses (i) and
(ii) above, to the limitations set forth in the second paragraph of Section 10.01
of the Original Indenture.


 


                (b)           The
undersigned, and by their acceptance of this First Supplemental Indenture,
hereby confirm that it is the intention of all such Persons that this First
Supplemental Indenture, the Original Indenture and the obligations of the
undersigned hereunder and thereunder not constitute a fraudulent transfer or
conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or
state law to the extent applicable to this First Supplemental Indenture, the
Original Indenture and the obligations of the undersigned hereunder and
thereunder.  To effectuate the foregoing
intention, the undersigned hereby irrevocably agree that the obligations of the
undersigned under this First Supplemental Indenture and the Original Indenture
at any time shall be limited to the maximum amount as will result in the
obligations of the undersigned under this First Supplemental Indenture and the
Original Indenture not constituting a fraudulent transfer or conveyance.


 


                Section 1.02.          Obligations under the Original
Indenture.  The New Subsidiary
Guarantors hereby jointly and severally agree, as of the date first above
written, to be bound as a Subsidiary Guarantor by all of the terms and
conditions of the Original Indenture to the same extent as each of the other
Subsidiary Guarantors thereunder.  The
New Subsidiary Guarantors further jointly and severally agree, as of the date
first above written, that each reference in the Original Indenture to a “Subsidiary Guarantor” shall
also mean and be a reference to each of the New Subsidiary Guarantors, and each
reference in any of the Notes to a “Subsidiary
Guarantor” shall also mean and be a reference to each of the New
Subsidiary Guarantors.


 


 


3

















 


 


                Section 1.03.          Covenants and Agreements.  The New Subsidiary Guarantors jointly and
severally make each covenant and agreement set forth in Article Ten of the
Original Indenture to the same extent as each other Subsidiary Guarantor.


 


ARTICLE TWO


 


Miscellaneous


 


                Section 2.01.          Remainder of Original Indenture
Unaffected.  Except as specifically
provided in Article One above,  the
terms of the Original Indenture shall remain unchanged and in full force and
effect, and shall govern the interpretation and application of this First
Supplemental Indenture.


 


                Section 2.02.          Duplicate Originals; Delivery by
Telecopier.  The parties may sign any
number of copies of this First Supplemental Indenture.  Each signed copy shall be an original, but
all of them together represent the same agreement.  Delivery of an
executed counterpart of a signature page to this First Supplemental
Indenture by telecopier shall be effective as delivery of an original executed
counterpart of this First Supplemental Indenture.


 


                Section 2.03.          Separability.  In case any provision in this First
Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.


 


 


 


 


 


[End of Article Two]


 


 


4

















 


 


SIGNATURES


 


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


 


	
  “Company”

  	
  STEEL DYNAMICS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Theresa E.
  Wagler

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Theresa E.
  Wagler

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
  “Initial
  Subsidiary Guarantors”

  	
  SDI INVESTMENT COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Theresa E.
  Wagler

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Theresa E.
  Wagler

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  NEW MILLENNIUM BUILDING SYSTEMS, LLC

  
	
   

  	
  SHREDDED PRODUCTS II, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Theresa E.
  Wagler

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Theresa E.
  Wagler

  
	
   

  	
  Title:

  	
  Vice President
  of Steel Dynamics, Inc.,

  
	
   

  	
   

  	
  as the Sole
  Member

  



 


 


5

















 


 


	
   

  	
  STEEL DYNAMICS
  SALES NORTH AMERICA, INC.

  
	
   

  	
  ROANOKE ELECTRIC
  STEEL CORPORATION

  
	
   

  	
  NEW MILLENNIUM
  BUILDING SYSTEMS, INC.

  
	
   

  	
  SOCAR OF OHIO,
  INC.

  
	
   

  	
  STEEL OF WEST
  VIRGINIA, INC.

  
	
   

  	
  STEEL VENTURES,
  INC.

  
	
   

  	
  SWVA, INC.

  
	
   

  	
  MARSHALL STEEL,
  INC.

  
	
   

  	
  THE
  TECHS INDUSTRIES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Theresa E.
  Wagler

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Theresa E.
  Wagler

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  JOHN W.
  HANCOCK, JR., LLC

  
	
   

  	
  SHREDDED
  PRODUCTS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Theresa E.
  Wagler

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Theresa E.
  Wagler

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President
  of Roanoke Electric Steel Corporation, as the Sole Member

  
	
   

  	
   

  	
   

  
	
  “New Subsidiary Guarantors”

  	
  OMNISOURCE
  CORPORATION

  
	
   

  	
  INDUSTRIAL SCRAP
  CORPORATION

  
	
   

  	
  ADMETCO, INC.

  
	
   

  	
  JACKSON IRON &
  METAL COMPANY, INC.

  
	
   

  	
  SUPERIOR
  ALUMINUM ALLOYS, LLC

  
	
   

  	
  OMNISOURCE, LLC

  
	
   

  	
  INDUSTRIAL
  SCRAP, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Theresa E.
  Wagler

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Theresa E.
  Wagler, Vice President

  



 


 


6

















 


 


	
   

  	
  OMNISOURCE
  TRANSPORT, LLC

  
	
   

  	
  OMNISOURCE
  INDIANAPOLIS, LLC

  
	
   

  	
  OMNISOURCE
  ATHENS DIVISION, LLC

  
	
   

  	
  MICHIGAN
  PROPERTIES ECORSE, LLC

  
	
   

  	
  RECOVERY
  TECHNOLOGIES, LLC

  
	
   

  	
  LUCKY STRIKE
  METALS, LLC

  
	
   

  	
  GLOBAL SHREDDING
  TECHNOLOGIES, LTD., LLC

  
	
   

  	
  CAROLINA
  INVESTMENT COMPANY, LLC

  
	
   

  	
  AUBURN
  INVESTMENT COMPANY, LLC

  
	
   

  	
  OMNISOURCE
  MEXICO, LLC

  
	
   

  	
  SCIENTIFIC
  RECYCLING GROUP, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  OmniSource
  Corporation, Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Theresa E.
  Wagler

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Theresa E.
  Wagler, Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  CAPITOL CITY
  METALS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  OmniSource
  Indianapolis, LLC, Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  OmniSource
  Corporation, Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Theresa E.
  Wagler

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Theresa E.
  Wagler, Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  OMNISOURCE BAY
  CITY, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Jackson
  Iron & Metal Company, Inc., Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Theresa E.
  Wagler

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Theresa E.
  Wagler, Vice President

  



 


 


7

















 


 


	
  “Trustee”

  	
  WELLS FARGO BANK,

  
	
   

  	
  NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Gregory S. Clarke

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Gregory
  S. Clarke, Vice President

  



 


 


8