EXHIBIT 4.1

                              DATED 8 AUGUST 2003

                      (1) NATIONAL WESTMINSTER BANK PLC

                                   - AND -


                       (2) NIAGARA LASALLE (UK) LIMITED

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                           FIFTH AMENDMENT AGREEMENT

                    RELATING TO A BANK FACILITIES AGREEMENT

                        DATED 21 MAY 1999 (AS AMENDED)

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                               1 Waterloo Street
                               Birmingham B2 5PG

                                Draft 05.08.03


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                                           CONTENTS

          1    INTERPRETATION                                           1
          2    AMENDMENT                                                1
          3    CONFIRMATIONS                                            1
          4    REPRESENTATIONS                                          2
          5    MISCELLANEOUS                                            2



         SCHEDULE - AMENDMENTS TO THE BANK FACILITIES AGREEMENT         3

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THIS AMENDMENT AGREEMENT is made on the 8th day of August 2003 BETWEEN:

(1)      NATIONAL WESTMINSTER BANK PLC a company incorporated in England and
         Wales acting through its office at 2 St Phillips Place Birmingham B3
         2RB (the "Bank"); and

(2)      NIAGARA LASALLE (UK) LIMITED a company incorporated in England and
         Wales with Company Number 3725308 and whose registered office is
         situate at Victoria Steel Works, Bull Lane, Moxley, Wednesbury, West
         Midlands WS10 8RS (the "Borrower")

WHEREAS:

(A)      Pursuant to a bank facilities agreement dated 21 May 1999 between the
         Bank and the Borrower (the "Facilities Agreement") the Bank agreed to
         make available to the Borrower certain facilities.

(B)      The Facilities Agreement was amended with effect on and from 30 June
         2000 pursuant to an Amendment Agreement dated 11 September 2000 (the
         "First Amendment Agreement").

(C)      The Facilities Agreement was further amended with effect on and from
         30 June 2001 pursuant to an Amendment Agreement dated 16 July 2001
         (the "Second Amendment Agreement").

(D)      The Facilities Agreement was further amended with effect on and from
         31 December 2001 pursuant to an Amendment Agreement dated 21 February
         2002 (the "Third Amendment Agreement").

(E)      The Facilities Agreement was further amended with effect on and from
         31 March 2002 pursuant to an Amendment Agreement dated 9 May 2002
         (the "Fourth Amendment Agreement").

(F)      The Facilities Agreement was further amended by a side letter dated
         13 May 2003 between the Bank and the Borrower (the "Side Letter").

(G)      The First Amendment Agreement, the Second Amendment Agreement, the
         Third Amendment Agreement, the Fourth Amendment Agreement and the
         Side Letter are collectively referred to in this Amendment Agreement
         as the "Prior Amendment Agreements".

(G)      The Borrower and the Bank have subsequently agreed to certain further
         amendments to the Facilities Agreement as set out in this Amendment
         Agreement.

NOW IT IS AGREED as follows:

1.      INTERPRETATION

1.1     DEFINITIONS

         In this Amendment Agreement (except where the context otherwise
         requires or there is express provision herein to the contrary) all
         terms and expressions used in this Amendment Agreement shall have the
         meanings given to such terms and expressions in the Facilities
         Agreement, save that any references to the "Facilities Agreement" in
         this Amendment Agreement shall mean such agreement as amended by the
         Prior Amendment Agreements.

1.2.    INTERPRETATION

         Clauses 1.2 - 1.12 (inclusive) of the Facilities Agreement shall be
         deemed to be incorporated in this Amendment Agreement as if set out
         in full herein, with all necessary changes.

2.      AMENDMENT

         As of and with effect from the date of this Amendment Agreement, the
         Facilities Agreement shall be further amended in accordance with the
         amendments set out in the Schedule to this Amendment Agreement.

3.      CONFIRMATIONS

3.1.     Save as expressly amended by the Prior Amendment Agreements and this
         Amendment Agreement, the Facilities Agreement shall remain in full
         force and effect.

3.2.     Each of the parties hereto confirms that, notwithstanding the
         amendment of the Facilities Agreement, each of the Lending Documents
         to which it is a party remains in full force and effect and will
         continue to secure the obligations of the Borrower under the
         Facilities Agreement and that, as and from the date of this Amendment
         Agreement, any and all references in each of the Lending Documents to
         the Facilities Agreement will, where applicable, be construed as
         references to the Facilities Agreement as amended by the Prior
         Amendment Agreements and this Amendment Agreement.

3.3.    This Amendment Agreement shall be a Lending Document.

4.      REPRESENTATIONS

         The Borrower hereby represents and warrants to the Bank that, save as
         expressly varied or amended by the Prior Amendment Agreements and
         this Amendment Agreement, the representations and warranties referred
         to in clauses 8.1 and 8.2 of the Facilities Agreement are correct on
         the date hereof.

5.      MISCELLANEOUS

5.1.     This Amendment Agreement may be executed in several counterparts and
         any single counterpart or set of counterparts, signed in either case
         by all of the parties, shall be deemed to be an original, and all
         taken together shall constitute one and the same instrument.

5.2.     This Amendment Agreement shall be governed by and construed in
         accordance with English law.

5.3.     The Borrower shall be responsible for, on an indemnity basis, the
         Bank's (and any of its advisers) costs including any VAT and
         disbursements incurred in connection with this Amendment Agreement

IN WITNESS whereof the parties hereto have caused this Amendment Agreement to
be duly executed the day and year first above written.



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                                   SCHEDULE

                    AMENDMENTS TO THE FACILITIES AGREEMENT

With effect on and from the date of this Amendment Agreement, the Facilities
Agreement shall be further amended as set out in this Schedule. All references
in this Schedule to clause numbers are references to clauses in the Facilities
Agreement and all references to paragraph numbers are references to paragraphs
of this Schedule.

1        Clause 1.1 of the Facilities Agreement shall be amended as follows:-

         1.1    the definition of "Management" shall be amended so that the
                references to "Raymond Rozanski" and "Tony Bagshawe" shall be
                deleted;

         1.2    the definition of "REVOLVING FACILITY" shall be amended so as
                to delete the figures and words of "(pound)9,800,000 (nine
                million eight hundred thousand pounds sterling)" and replace
                them with the figures and words "(pound)1,250,000 (one million
                two hundred and fifty thousand pounds Sterling)";

         1.3    the definition of "REVOLVING FACILITY AVAILABILITY PERIOD"
                shall be amended by the deletion of sub-clause (b) and (c) of
                that definition in their entirety and the substitution thereof
                with the following new sub-clauses (b) and (c):-

                (b)   the date upon which the Borrower repays or reduces
                      permanently the whole of all outstanding Revolving
                      Advances or the Revolving Facility Available Amount as
                      required by this Agreement; and

                "(c)  31 July 2005";

         1.4    the definition of "REVOLVING FACILITY AVAILABILITY AMOUNT"
                shall be amended by the deletion of figures and words in the
                first line of "(pound)9,800,000 (nine million eight hundred
                thousand pounds sterling)" in their entirety and the
                substitution thereof with the figures and words
                "(pound)1,250,000 (one million two hundred and fifty thousand
                pounds Sterling)";

2        Clause 2.1.2 of the Facilities Agreement shall be deleted in its
         entirety and replaced with the following new clause 2.1.2:-

                "2.1.2.   the Revolving Facility for a term starting on the
                          Completion Date and ending on 31 July 2005".

3        Clause 5.2 of the Facilities Agreement shall be amended by the
         deletion of the figures "(pound)100,000" in the second line and the
         substitution therefore of the figures "(pound)50,000" in its place.

4        Clause 7.2.5 of the Facilities Agreement shall be amended by the
         deletion of the figures "(pound)100,000" in the penultimate and last
         lines and the substitution therefore with the figures "(pound)50,000"
         in each of their places.

5.       Clause 9.1.17 of the Facilities Agreement shall be amended by the
         deletion of the words "Raymond Rozanski" and the substitution
         therefore of the words "Anthony Verkruyse".

6        Clause 9.2.15(f) of the Facilities Agreement shall be deleted in its
         entirety.

7        Clause 24.2 of the Facilities Agreement shall be amended by the
         deletion of the words "Tony Bagshawe" in the fourth line and the
         substitution therefore with the words "Jane Withers" and the addition
         of the following wording:-

        "and with a copy to: Anthony Verkruyse
                             Chief Financial Officer
                             C/o LaSalle Steel Company
                             1412 150th Street
                             Hammond
                             Indiana 46327 and

before the word "or"  in the sixth line.

8        Clause 24.3 of the Facilities Agreement shall be amended by the
         deletion of (i) the reference to "PO Box 4641, 103 Colmore Row,
         Birmingham B3 3NR" after the words "Address" and the substitution
         therefore with the words "2 St Philips Place, Birmingham B3 2RB" and
         (ii) the figures "0121 234 2504" after the reference to "Facsimile
         No" and the substitution therefore of the figures "0121 262 7481/2".


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SIGNED BY /S/ MICHAEL SCHARF                SIGNED BY /S/ JASON NECKER


for and on behalf of                        for and on behalf of
NIAGARA LASALLE                             NATIONAL WESTMINSTER
(UK) LIMITED                                BANK PLC





AGREED

/S/ ROBERT J. KUSH Vice President
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Robert J Kush
For and on behalf of
M & T BANK