Exhibit
10.3d


 


EXECUTION VERSION


 


AMENDMENT NO. 5 TO AMENDED AND RESTATED CREDIT
AGREEMENT


 


AMENDMENT NO. 5 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 26,
2010 (this “Amendment”),
by and among STEEL DYNAMICS, INC., an Indiana corporation (the “Borrower”), the
banks, financial institutions and other lenders listed on the signature pages hereof,
PNC BANK, NATIONAL ASSOCIATION, successor to National City Bank (“PNC Bank”) and WELLS FARGO BANK,
NATIONAL ASSOCIATION (“Wells Fargo”),
as co-administrative agents (in such capacity, the “Administrative
Agents”), PNC BANK, as paying agent (the “Paying
Agent”) and BANC OF AMERICA SECURITIES LLC (“BAS”) and PNC BANK, as joint lead
arrangers (in such capacity, the “Joint Lead Arrangers”).


 


PRELIMINARY STATEMENTS:


 


(1)   The Borrower, the lenders listed on the
signature pages thereto, PNC Bank, as collateral agent, the Administrative
Agents, the Paying Agent, Bank of America, N.A. (“Bank
of America”), General Electric Capital Corporation, Fifth Third
Bank and BMO Capital Markets Financing, Inc., as Documentation Agents,
Bank of America and PNC Bank, as syndication agents, and the Joint Lead
Arrangers are parties to that certain Amended and Restated Credit Agreement
dated as of June 19, 2007, as amended by Amendment No. 1 dated as of July 11,
2007, as further amended by Amendment No. 2 dated as of September 11,
2007, as further amended by Amendment No. 3 dated as of March 31,
2008 and as further amended by Amendment No. 4 dated as of June 18,
2009 (as supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”).  Capitalized terms not otherwise defined in
this Amendment have the same meanings as specified in the Credit Agreement.


 


(2)   The Borrower has requested that Deutsche Bank
AG New York Branch (as an “Additional Revolving Credit Lender”, and in such
capacity, the “Additional Revolving Lender”)
(i) execute a joinder agreement in the form attached hereto as Exhibit A
(the “Joinder Agreement”), and (ii) commit
to increase the commitments of the Revolving Credit Facility in accordance with
Section 2.17 of the Credit Agreement on the terms and conditions
hereinafter set forth and as otherwise provided in the Credit Agreement, and
the Additional Revolving Lender has agreed to (x) execute the Joinder
Agreement, and (y) provide additional Revolving Credit Commitments to the
Borrower on the terms and subject to the conditions hereinafter set forth and
as otherwise provided in the Credit Agreement.


 


(3)   The Borrower has also requested that the
Joint Lead Arrangers amend the Credit Agreement to reflect such increase
referred to in paragraph 2 above as a facility thereunder and make any
technical changes necessary to give effect to such increase in accordance with
its terms set forth in the Credit Agreement, and the Joint Lead Arrangers have
agreed, pursuant to Section 2.17(d) of the Credit Agreement
and subject to the terms and conditions hereinafter set forth, to amend the
Credit Agreement as hereinafter set forth.


 

















 


NOW, THEREFORE, in consideration
of the premises and for other good and valuable consideration, the sufficiency
and the receipt of which is hereby acknowledged, the parties hereto hereby
agree as follows:


 


SECTION 1.           Incremental
Revolving Credit Facility and Related Amendments.  Upon, and subject to, the occurrence of the
Increase Effective Date (as defined in Section 3(a) below), the Credit Agreement is hereby amended
as follows:


 


(a)           Section 1.01
is hereby amended by adding in the appropriate alphabetical order the following
new definitions:


 


“ “Additional Revolving Credit Lender”
means (i) each Revolving Credit Lender that has executed and delivered
Amendment No. 3 in the capacity of an “Additional Revolving Credit Lender”
and (ii) each Person that becomes a Revolving Credit Lender from time to
time by virtue of a joinder agreement executed pursuant to Section 2.17(c) hereof.”


 


“ “Amendment No. 5” means
that certain Amendment No. 5 to this Agreement dated as of April 26,
2010 by and among the Borrower, the Administrative Agents, the Paying Agent,
the Joint Lead Arrangers and the Lenders listed on the signature pages thereto.”


 


(b)           The
definition of “Additional Revolving Credit Commitments” in Section 1.01
is hereby amended by (i) inserting therein immediately after the words “any
Increasing Revolving Credit Lender” and immediately before the words “at any
time commencing with” on the second line, the phrase “and any Additional
Revolving Credit Lender,” and (ii) deleting the words “to Amendment No. 3”
which appear immediately after the words “on Schedule I”  on the fourth line of such definition and
before the period at the end the definition, and replacing such deleted words
therefor with the following parenthetical:


 


“(as amended from time to time)”.


 


(c)           The
definition of “Increasing Lenders” in Section 1.01 is hereby
amended by (i) deleting the word “and” appearing immediately after the
words “Increasing Term A Lender” and inserting a comma (“,”) in place of such
deleted word therefor, and (ii) inserting immediately after the words “Increasing
Revolving Credit Lender” and before the period at the end of such definition,
the following phrase:


 


“, and each Additional Revolving Credit
Lender”.


 


(d)           The
definition of “Increasing Revolving Credit Lender” in Section 1.01
is hereby amended by deleting therein the phrase “or “Additional Revolving
Credit Lender” “ which appears immediately after the phrase “ “Increasing
Revolving Credit Lender” “ on the second line and immediately before the period
at the end of such definition.


 


2

















 


(e)           Schedule
I to the Credit Agreement is hereby amended and restated in its entirety by
replacing such schedule with the new “Schedule I” attached to this Amendment.


 


SECTION 2.           Lender
Agreement to Increase.  The Additional
Revolving Lender hereby agrees that upon, and subject to, the occurrence of the
Increase Effective Date, the Additional Revolving Lender shall be deemed to be
a “Revolving Credit Lender” for all purposes under the Credit Agreement and
shall have a “Revolving Credit Commitment” equal to the amount set forth
opposite its name on Schedule I to this Amendment.  From and after the Increase Effective Date,
each reference in the Credit Agreement to a Revolving Credit Lender’s Revolving
Credit Commitment shall mean, with respect to the Additional Revolving Lender,
its Revolving Credit Commitment as set forth opposite its name on Schedule I to
this Amendment.


 


SECTION 3.           Conditions of Effectiveness of
Amendments.  Sections 1 and 2 of this Amendment and the
amendments to the Credit Agreement set forth therein shall become effective on
the date (the “Increase Effective Date”)
when each of the conditions set forth in this Section 3 shall have
been satisfied:


 


(a)           Execution of Counterparts.  The Paying Agent shall have received
counterparts of (i) this Amendment executed by (A) the Borrower, (B) the
Additional Revolving Lender and (C) the Joint Lead Arrangers, or, as to
any of the foregoing parties, advice reasonably satisfactory to the Paying
Agent that such party has executed a counterpart of this Amendment No. 5, (ii) the
Joinder Agreement executed by (A) the Additional Revolving Lender, (B) the
Joint Lead Arrangers, (C) the Administrative Agents, (D) the Issuing
Bank and (E) the Swing Line Lender, (iii) the consent in the form
attached hereto as Exhibit B (the “Consent”) executed by each Guarantor,
and (iv) the Revolving Credit Note executed by the Borrower, payable to
the order of the Additional Revolving Lender.


 


(b)           Payment of Expenses.  The Borrower shall have paid all costs and
expenses (including the reasonable fees and expenses of Shearman &
Sterling LLP) incurred by the Joint Lead Arrangers, Bank of America, as
Syndication Agent, and the Administrative Agents in connection with the
preparation, negotiation and execution of this Amendment and such other
documents required to effect the Amendment, or otherwise required to be paid
under the Loan Documents and remaining outstanding on or prior to the date of
this Amendment, in each case for which the invoice for such fees and expenses
shall have been presented to the Borrower.


 


(c)           Corporate Authorizations, Etc.  The Joint Lead Arrangers shall have received:


 


(i)            Certified copies of (A) the
resolutions of the board of directors or of the members or managers of each
Loan Party approving the Amendment, the incurrence or guarantee (as applicable)
of the increase of the Revolving Credit Advances pursuant to Section 2.17
of the Credit Agreement, the other transactions contemplated hereby and each of
the documents necessary to effect the Amendment to which it is or is to be a
party, and (B) all documents evidencing


 


3

















 


other necessary corporate
action and governmental and other third party approvals and consents, if any,
with respect to the Amendment, the transactions contemplated hereby and each
such other document.


 


(ii)           A copy of a certificate of the
Secretary of State of the jurisdiction of incorporation or organization of each
Loan Party, dated reasonably near the effective date of this Amendment,
certifying (A) as to a true and correct copy of the charter, articles of
incorporation or articles of organization, as the case may be (“Organizational Documents”)
of such Loan Party and each amendment thereto on file in such Secretary’s
office, and (B) that (1) such amendments are the only amendments to
such Loan Party’s Organizational Documents on file in such Secretary’s office, (2) if
applicable, such Loan Party has paid all franchise taxes to the date of such
certificate and (3) such Loan Party is duly incorporated or organized and
in good standing or presently subsisting under the laws of the State of the
jurisdiction of its incorporation or organization.


 


(iii)          A copy of a certificate of the
Secretary of State of each jurisdiction reasonably requested by the Joint Lead
Arrangers, dated reasonably near the effective date of this Amendment, stating
that a Loan Party is duly qualified and in good standing as a foreign entity in
such State and has filed all annual reports required to be filed to the date of
such certificate.


 


(iv)          A certificate of each Loan Party,
signed on behalf of such Loan Party by a Responsible Officer, dated the date of
this Amendment (the statements made in which certificate shall be true on and
as of the effective date of this Amendment), certifying as to (A) the
absence of any amendments to the Organizational Documents of such Loan Party
since the date of the Secretary of State’s certificate referred to in clause (ii) above,
(B) a true and correct copy of the bylaws or operating agreement, as
applicable, of such Loan Party as in effect on the date on which the
resolutions referred to in clause (i) above were adopted and on the
effective date of this Amendment, (C) the due incorporation/organization
and good standing or valid existence of such Loan Party as a corporation or
limited liability company organized under the laws of the jurisdiction of its
incorporation or organization, and the absence of any proceeding for the
dissolution or liquidation of such Loan Party, (D) the truth and accuracy
of the representations and warranties contained in the Loan Documents as though
made on and as of the effective date of this Amendment, and (E) the
absence of any event occurring and continuing, or resulting from the Amendment
or the outstandings under the Revolving Credit Facility, that constitutes a
Default.


 


(v)           A certificate of a Responsible
Officer of each Loan Party certifying the names and true signatures of the
officers of such Loan Party authorized to sign the Amendment, the Consent and
the other documents to be delivered hereunder to which it is or is to be a
party.


 


(d)           Indenture Compliance Certificate, Etc.  The Joint Lead Arrangers shall have received
a certificate signed by the Chief Financial Officer of the Borrower


 


4

















 


certifying that, after giving effect to
the outstandings under the Revolving Credit Facility, the Borrower is in
compliance with (i) the covenants (including restrictions on liens and
debt) set forth in the Related Documents and each other indenture to which the
Borrower is a party (together with calculations in detail reasonably
satisfactory the Joint Lead Arrangers) and (ii) all other documents
evidencing Indebtedness incurred pursuant to Section 5.02(b)(i)(C) of
the Credit Agreement.


 


(e)           Legal Opinions. 
The Joint Lead Arrangers shall have received favorable opinions of
Barrett & McNagny, LLP and Greenberg Traurig, LLP, counsel for the
Loan Parties, addressed to the Joint Lead Arrangers, the Administrative Agents
and the Lenders party hereto, as to such matters as the Administrative Agents
or the Joint Lead Arrangers may reasonably request, including the matters
addressed in Exhibits G-1 and G-2 to the Credit Agreement.


 


(f)            Solvency Certificate.  The Joint Lead Arrangers shall have received
a certificate, in substantially the form of Exhibit F to the Credit
Agreement, signed by the Chief Financial Officer or another Responsible Officer
of each Loan Party attesting to the Solvency of each Loan Party individually
and together with its Subsidiaries, taken as a whole, before and after giving
effect to the Amendment.


 


(g)           Borrowing Base Certificate.  The Joint Lead Arrangers shall have received
a certificate signed by the Chief Financial Officer of the Borrower, the
statements in which shall be true, certifying that, after giving effect to the
outstandings under the Revolving Credit Facility (as of the Increase Effective
Date), the aggregate of (x) 85% of the book value of accounts receivables
that constitute Collateral and (y) 65% of the book value of inventory that
constitutes Collateral exceeds the sum of (x) aggregate principal amount
outstanding under the Revolving Credit Facility (including outstanding Letters
of Credit and Swing Line Advances) and the Term A Facility plus (y) the
aggregate amount of obligations outstanding under Secured Cash Management
Agreements plus (z) the aggregate Agreement Value of all Secured
Hedge Agreements at such time.


 


(h)           Financial Covenant Certificate.  The Joint Lead Arrangers shall have received
a certificate signed by the Chief Financial Officer of the Borrower, the
statements in which shall be true, certifying that, after giving effect to the
outstandings under the Revolving Credit Facility (as of the Increase Effective
Date), the Borrower is in compliance with the covenants set forth in Section 5.04
of the Credit Agreement.


 


(i)            Prepayment of Revolving Credit Advances.  In the event that on the Increase Effective
Date there are any amounts outstanding under the Revolving Credit Commitments,
the Borrower shall have delivered to the Paying Agent, a notice of prepayment
pursuant to Section 2.17(f) of the Credit Agreement for the
prepayment through a draw on the Additional Revolving Credit Commitment
provided by the Additional Revolving Lender, on the Increase Effective Date, of
the aggregate principal amount then outstanding under the Revolving Credit
Facility (plus such other amounts payable pursuant to Section 8.04(c) of
the Credit Agreement) to the extent necessary to


 


5

















 


keep the outstanding Revolving Credit
Advances ratable with any revised Pro Rata Shares arising from any nonratable
increase in the Revolving Credit Commitments..


 


SECTION 4.           Reference to and Effect on the
Credit Agreement and the Loan Documents.


 


(i)    On and after the effectiveness of this Amendment, each reference
in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of
like import referring to the Credit Agreement, and each reference in the Notes
and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof”
or words of like import referring to the Credit Agreement, shall mean and be a
reference to the Credit Agreement, in each case, as amended by this Amendment.


 


(i)    The Credit Agreement, the Notes and each of the other Loan
Documents, as specifically amended by this Amendment (and as contemplated to be
amended, modified, supplemented, restated, substituted or replaced by this
Amendment) are, and shall continue to be, in full force and effect and is
hereby in all respects ratified and confirmed. 
Without limiting the generality of the foregoing, the Collateral
Documents and all of the Collateral described therein do and shall continue to
secure the payment of all Obligations of the Loan Parties under the Loan
Documents.


 


(i)    The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of any Lender or the Paying Agent under any of the Loan
Documents, nor constitute a waiver of any provision of any of the Loan
Documents.  On and after the
effectiveness of this Amendment, this Amendment shall for all purposes
constitute a Loan Document.


 


SECTION 5.           Execution in Counterparts.  This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute but one and the same agreement.  Delivery of an executed counterpart of a
signature page to this Amendment by telecopier, facsimile or other
electronic transmission (i.e. “pdf” or “tif”) shall be effective as
delivery of a manually executed counterpart of this Amendment.


 


SECTION 6.           Governing Law.  This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.


 


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of this page intentionally left blank.]


 


6

















 


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


 


	
   

  	
  STEEL
  DYNAMICS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Theresa Wagler

  
	
   

  	
  Name:

  	
  Theresa
  E. Wagler,

  
	
   

  	
  Title:

  	
  Executive
  Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Richard Poinsatte

  
	
   

  	
  Name:

  	
  Richard
  A. Poinsatte,

  
	
   

  	
  Title:

  	
  Vice President

  



 

















 


	
   

  	
  BANC
  OF AMERICA SECURITIES LLC,

  
	
   

  	
  as
  a Lead Arranger

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark Halmrast

  
	
   

  	
   

  	
  Name:  Mark Halmrast

  
	
   

  	
   

  	
  Title:  Managing Director

  



 

















 


	
   

  	
  PNC
  BANK, NATIONAL ASSOCIATION, 

  
	
   

  	
  successor
  to National City Bank,

  
	
   

  	
  as
  a Lead Arranger

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Susan J. Dimmick

  
	
   

  	
   

  	
  Name:  Susan J. Dimmick

  
	
   

  	
   

  	
  Title:  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  PNC
  BANK, NATIONAL ASSOCIATION,

  
	
   

  	
  successor
  to National City Bank,

  
	
   

  	
  as
  Paying Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Susan J. Dimmick

  
	
   

  	
   

  	
  Name:  Susan J. Dimmick

  
	
   

  	
   

  	
  Title:  Senior Vice President

  



 

















 


	
   

  	
  DEUTSCHE BANK AG NEW YORK BRANCH

  
	
   

  	
  as
  Additional Revolving Credit Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marcus M. Tarkington

  
	
   

  	
   

  	
  Name:  Marcus M. Tarkington

  
	
   

  	
   

  	
  Title:  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marguerite Sutton

  
	
   

  	
   

  	
  Name:  Marguerite Sutton

  
	
   

  	
   

  	
  Title:  Director

  



 
















 


SCHEDULE I


 


COMMITMENTS


 


	
  Name of Lender

  	
   

  	
  Revolving Credit

  Commitment

  	
   

  	
  Domestic Lending

  Office

  	
   

  	
  Eurodollar

  Lending Office

  
	
  PNC Bank, NA

  	
   

  	
  $

  	
  120,576,923.08

  	
   

  	
  On file with the Paying
  Agent

  	
   

  	
  On file with the Paying
  Agent

  
	
  Scotiabanc Inc

  	
   

  	
  $

  	
  10,000,000.00

  	
   

  	
  On file with the Paying
  Agent

  	
   

  	
  On file with the Paying
  Agent

  
	
  Goldman Sachs Credit Partners

  	
   

  	
  $

  	
  35,000,000.00

  	
   

  	
  On file with the Paying
  Agent

  	
   

  	
  On file with the Paying
  Agent

  
	
  Morgan Stanley Senior Fund

  	
   

  	
  $

  	
  5,000,000.00

  	
   

  	
  On file with the Paying
  Agent

  	
   

  	
  On file with the Paying
  Agent

  
	
  Raymond James Bank

  	
   

  	
  $

  	
  10,688,073.00

  	
   

  	
  On file with the Paying
  Agent

  	
   

  	
  On file with the Paying
  Agent

  
	
  Suntrust Bank

  	
   

  	
  $

  	
  17,064,220.00

  	
   

  	
  On file with the Paying
  Agent

  	
   

  	
  On file with the Paying
  Agent

  
	
  Union Bank of California

  	
   

  	
  $

  	
  8,532,110.00

  	
   

  	
  On file with the Paying
  Agent

  	
   

  	
  On file with the Paying
  Agent

  
	
  Bank of America

  	
   

  	
  $

  	
  112,752,294.00

  	
   

  	
  On file with the Paying
  Agent

  	
   

  	
  On file with the Paying
  Agent

  
	
  Citibank NA

  	
   

  	
  $

  	
  5,000,000.00

  	
   

  	
  On file with the Paying
  Agent

  	
   

  	
  On file with the Paying
  Agent

  
	
  First Commonwealth Bank

  	
   

  	
  $

  	
  17,064,220.00

  	
   

  	
  On file with the Paying
  Agent

  	
   

  	
  On file with the Paying
  Agent

  
	
  First Merit Bank

  	
   

  	
  $

  	
  14,423,076.92

  	
   

  	
  On file with the Paying
  Agent

  	
   

  	
  On file with the Paying
  Agent

  
	
  Fifth Third Bank

  	
   

  	
  $

  	
  75,000,000.00

  	
   

  	
  On file with the Paying
  Agent

  	
   

  	
  On file with the Paying
  Agent

  
	
  General Electric Capital

  	
   

  	
  $

  	
  100,000,000.00

  	
   

  	
  On file with the Paying
  Agent

  	
   

  	
  On file with the Paying
  Agent

  
	
  BMO Capital Markets Financing Inc

  	
   

  	
  $

  	
  83,532,110.00

  	
   

  	
  On file with the Paying
  Agent

  	
   

  	
  On file with the Paying
  Agent

  
	
  JPMorgan Chase Bank

  	
   

  	
  $

  	
  30,000,000.00

  	
   

  	
  On file with the Paying
  Agent

  	
   

  	
  On file with the Paying
  Agent

  
	
  Northern Trust Company

  	
   

  	
  $

  	
  25,000,000.00

  	
   

  	
  On file with the Paying
  Agent

  	
   

  	
  On file with the Paying
  Agent

  
	
  Wells Fargo Bank

  	
   

  	
  $

  	
  97,752,294.00

  	
   

  	
  On file with the Paying
  Agent

  	
   

  	
  On file with the Paying
  Agent

  
	
  Chang HWA Commercial Bank Ltd

  	
   

  	
  $

  	
  5,000,000.00

  	
   

  	
  On file with the Paying
  Agent

  	
   

  	
  On file with the Paying
  Agent

  
	
  First Commercial Bank

  	
   

  	
  $

  	
  10,000,000.00

  	
   

  	
  On file with the Paying
  Agent

  	
   

  	
  On file with the Paying
  Agent

  



 

















 


	
  US Bank NA

  	
   

  	
  $

  	
  5,000,000.00

  	
   

  	
  On file with the Paying
  Agent

  	
   

  	
  On file with the Paying
  Agent

  
	
  RBS Citizens NA

  	
   

  	
  $

  	
  48,532,110.00

  	
   

  	
  On file with the Paying
  Agent

  	
   

  	
  On file with the Paying
  Agent

  
	
  Taipei Fubon Commercial Bank Co

  	
   

  	
  $

  	
  10,000,000.00

  	
   

  	
  On file with the Paying
  Agent

  	
   

  	
  On file with the Paying
  Agent

  
	
  Hua Nan Commercial Bank Ltd

  	
   

  	
  $

  	
  1,706,422.00

  	
   

  	
  On file with the Paying
  Agent

  	
   

  	
  On file with the Paying
  Agent

  
	
  Morgan Stanley Bank NA

  	
   

  	
  $

  	
  26,376,147.00

  	
   

  	
  On file with the Paying
  Agent

  	
   

  	
  On file with the Paying
  Agent

  
	
  Deutsche Bank AG, New York Branch

  	
   

  	
  $

  	
  50,000,000.00

  	
   

  	
  60 Wall Street

  New York, New York

  10005-2836

  	
   

  	
  60 Wall Street

  New York, New York

  10005-2836

  
	
  TOTAL

  	
   

  	
  $

  	
  924,000,000.00

  	
   

  	
   

  	
   

  	
   

  



 

















 


EXHIBIT
A


 


FORM OF
JOINDER AGREEMENT


 

















 


EXHIBIT
B


 


FORM OF
CONSENT


 


Dated as of April       ,
2010


 


Each of the undersigned, as Guarantor under the
Amended and Restated Subsidiary Guaranty and Grantor under the Amended and
Restated Security Agreement (as amended, amended and restated, supplemented or
otherwise modified from time to time), for the benefit of the Paying Agent and
the benefit of the Lenders party to the Credit Agreement, hereby consents to
Amendment No. 5 and hereby confirms and agrees that (a) notwithstanding
the effectiveness of such Amendment, each of the Amended and Restated
Subsidiary Guaranty and Amended and Restated Security Agreement is, and shall
continue to be, in full force and effect and is hereby ratified and confirmed
in all respects, except that, on and after the effectiveness of such Amendment,
each reference in the Amended and Restated Subsidiary Guaranty and Amended and
Restated Security Agreement to the “Credit Agreement”, “thereunder”, “thereof”
or words of like import shall mean and be a reference to the Credit Agreement,
as amended by such Amendment, and (b) the Collateral Documents to which
such Grantor is a party and all of the Collateral described therein do, and
shall continue to, secure the payment of all of the Secured Obligations (in
each case, as defined therein).


 


This Consent shall be governed by, and construed in
accordance with, the laws of the State of New York


 


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  SDI
  INVESTMENT COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Theresa Wagler

  
	
   

  	
   

  	
  Name:  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:  President and CFO

  
	
   

  	
   

  	
   

  
	
   

  	
  NEW
  MILLENNIUM BUILDING SYSTEMS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Steel
  Dynamics, Inc., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Theresa Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  Executive Vice President and CFO

  
	
   

  	
   

  	
   

  
	
   

  	
  STEEL
  DYNAMICS SALES NORTH AMERICA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Theresa Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  President and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  ROANOKE ELECTRIC STEEL
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Theresa Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  JOHN
  W. HANCOCK, JR., LLC

  
	
   

  	
  By:
  ROANOKE ELECTRIC STEEL CORPORATION, MANAGER AND SOLE MEMBER

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/Theresa Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  NEW
  MILLENNIUM BUILDING SYSTEMS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/Theresa Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title: Vice President and Secretary

  



 

















 


	
   

  	
  SOCAR
  OF OHIO, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Theresa Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  STEEL
  OF WEST VIRGINIA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Theresa Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  SWVA,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Theresa Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  MARSHALL
  STEEL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Theresa Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  STEEL
  VENTURES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Theresa Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  THE
  TECHS INDUSTRIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Theresa Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  President and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  SHREDDED
  PRODUCTS II, LLC

  
	
   

  	
  By:
  STEEL DYNAMICS, INC., MANAGER AND SOLE MEMBER

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Theresa Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  Executive Vice President and CFO

  



 

















 


	
   

  	
  CAPITOL
  CITY METALS, LLC

  
	
   

  	
  By:
  OMNISOURCE CORPORATION, SOLE MEMBER

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Theresa Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  JACKSON
  IRON & METAL COMPANY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Theresa Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  MICHIGAN
  PROPERTIES ECORSE, LLC

  
	
   

  	
  By:
  OMNISOURCE CORPORATION, SOLE MEMBER

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Theresa Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  OMNISOURCE
  BAY CITY, LLC

  
	
   

  	
  By:
  JACKSON IRON & METAL COMPANY, INC., SOLE MEMBER

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Theresa Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  OMNISOURCE
  ATHENS DIVISION, LLC

  
	
   

  	
  By:
  OMNISOURCE CORPORATION, SOLE MEMBER

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Theresa Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  OMNISOURCE
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Theresa Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  Vice President and Secretary

  



 

















 


	
   

  	
  OMNISOURCE
  INDIANAPOLIS, LLC

  
	
   

  	
  By:
  OMNISOURCE CORPORATION, SOLE MEMBER

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Theresa Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  OMNISOURCE
  MEXICO, LLC

  
	
   

  	
  By:
  OMNISOURCE CORPORATION, SOLE MEMBER

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Theresa Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  OMNISOURCE
  TRANSPORT, LLC

  
	
   

  	
  By: OMNISOURCE CORPORATION, SOLE MEMBER

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Theresa Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  OMNISOURCE,
  LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Theresa Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  RECOVERY
  TECHNOLOGIES, LLC

  
	
   

  	
  By:
  OMNISOURCE CORPORATION, SOLE MEMBER

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Theresa Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  SUPERIOR
  ALUMINUM ALLOYS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Theresa Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  Vice President and Secretary

  



 

















 


	
   

  	
  OMNISOURCE SOUTHEAST, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Theresa Wagler

  
	
   

  	
   

  	
  Name: Theresa E. Wagler

  
	
   

  	
   

  	
  Title: Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  CAROLINAS RECYCLING GROUP, LLC

  
	
   

  	
  By: OMNISOURCE SOUTHEAST, LLC, MANAGER AND SOLE MEMBER

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Theresa Wagler

  
	
   

  	
   

  	
  Name: Theresa E. Wagler

  
	
   

  	
   

  	
  Title: Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  COHEN & GREEN SALVAGE CO., INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Theresa Wagler

  
	
   

  	
   

  	
  Name: Theresa E. Wagler

  
	
   

  	
   

  	
  Title: Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  LUMBERTON RECYCLING COMPANY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Theresa Wagler

  
	
   

  	
   

  	
  Name: Theresa E. Wagler

  
	
   

  	
   

  	
  Title: Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  RAEFORD SALVAGE COMPANY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Theresa Wagler

  
	
   

  	
   

  	
  Name: Theresa E. Wagler

  
	
   

  	
   

  	
  Title: Vice President and Secretary