Unassociated Document


    LETTER AGREEMENT

    


    August 10, 2009

    


    


    Concord
Steel, Inc.

    c/o
Stamford Industrial Group, Inc.

    One
Landmark Square, 21st Floor

    Stamford,
CT 06901

    


    


    Re: Bank of America’s Agented
Credit Facility for Concord Steel, Inc.

    


    


    Ladies and
Gentlemen:

    


               Reference is made to that certain Credit
Agreement, dated as of October 3, 2006, among CONCORD STEEL, INC. (formerly
known as SIG Acquisition Corp.), a Delaware corporation (“Borrower”),
the lenders from time to
time listed on Schedule 1
thereto (together with their respective successors and assigns, collectively,
the “Lenders” and, individually, each a “Lender”), and BANK OF AMERICA, N.A.,
successor to LaSalle Bank National Association, as the administrative agent for
the Lenders (“Administrative Agent”) (the “Credit
Agreement”).  Capitalized terms used in this letter agreement (this
“Letter”) and not otherwise defined herein shall be defined as set forth in the
Credit Agreement.

    


    On June 30, 2009, Borrower failed to
make a scheduled payment of the Term Loan (the “June 2009 Payment
Default”).  On June 30, 2009, Administrative Agent, on behalf of the
Lenders, provided formal notice to Borrower that certain Events of Default had
occurred and were continuing under the Credit Agreement and the Loan Documents
(the “Existing Defaults”).  On August 6, 2009, Administrative Agent,
on behalf of the Lenders, demanded payment in full of all outstanding
Obligations owed under all applicable Loan Documents and provided notice to
Borrower that Administrative Agent and the Lenders were accelerating the
Obligations and exercising their right to set off the Obligations owed to
Administrative Agent and the Lenders against the Borrower’s deposit account with
Administrative Agent identified by account number 005800339847 (the “Deposit
Account”).

    


    In consideration of the premises and of
the mutual covenants herein and for other valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, Administrative Agent, each of
the Lenders, and Borrower hereby agree as follows:

    


    1.           Borrower hereby (a) consents to
the acceleration by Administrative Agent and the Lenders of the Term Loan (the
“Term Loan Acceleration”), (b) consents to the application by Administrative
Agent of amounts on deposit with Administrative Agent on Thursday
(August 6, 2009) through the date hereof to the payment of the Term Loan,
and (c) directs Administrative Agent to apply, on a daily basis or as often as
Administrative Agent shall elect, in Administrative Agent’s sole discretion, all
funds in the Deposit Account as payments against the Term Loan (the “Term Loan
Payments”) unless otherwise agreed by Administrative Agent, the Required Lenders
and Borrower.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.           Borrower
further agrees to provide to Administrative Agent and the Lenders, on the date
hereof, a complete list of all accounts (including all deposit and securities
accounts) with financial institutions, the balance of each thereof as of the
date hereof, and copies of the most recent three monthly statements received by
Borrower from such financial institutions.

    


    3.           Administrative
Agent and the Lenders hereby agree that (a) the termination of the Revolving
Credit Commitment is hereby rescinded, (b) the June 2009 Payment Default is
hereby cured by virtue of the Term Loan Payments, and (c) for purposes of any
new Revolving Loans made under the Credit Agreement, the Term Loan Acceleration
shall not constitute a Default or an Event of Default for purposes of
determining compliance with Section 12.2 of the Credit Agreement.

    


    4.           For
clarification purposes, Borrower acknowledges that, notwithstanding the
execution and delivery of this Letter, Defaults and Events of Default exist
under the Credit Agreement.  Borrower, Administrative Agent and the
Lenders hereby confirm that, even though the Revolving Credit Commitment
termination has been rescinded, no new Revolving Loans shall be made by the
Lenders until all Defaults and Events of Default shall have been cured or
waived, in writing, by the Required Lenders.

    


    Except as otherwise expressly specified
in this Letter, the Credit Agreement shall remain in full force and effect and
shall be unaffected hereby.  This Letter (a) is a Loan Document
pursuant to the Credit Agreement, (b) is not intended to, nor shall it,
establish any course of dealing among Borrower, Administrative Agent and the
Lenders that is inconsistent with the express terms of the Credit Agreement, and
(c) except as expressly set forth herein, shall not operate as a waiver or
amendment of any other right, power or remedy of Administrative
Agent and the Lenders under the
Credit Agreement or constitute a continuing consent of any kind.  This
Letter shall be governed by, and construed in accordance with, the internal laws
of the State of New York.

    


    Borrower, by signing below, hereby
agrees that there are no promises or inducements that have been made to any
party hereto to cause such party to enter into this Letter other than those that
are set forth in this Letter.  This Letter has been entered into by
Borrower freely, voluntarily, with full knowledge, and without duress, and, in
executing this Letter, Borrower is not relying on any other representations,
either written or oral, express or implied, made to Borrower by Administrative
Agent or any Lender.  Borrower agrees that the consideration received
by Borrower under this Letter has been actual and adequate.

    


    Borrower, by signing below, hereby
waives and releases Administrative Agent and the Lenders (and their respective
directors, officers, employees, attorneys, affiliates and subsidiaries) from any
and all claims, offsets, defenses and counterclaims, including without
limitation the claims set forth by Borrower in that certain letter from Borrower
to Administrative Agent dated August 7, 2009, such waiver and release being with
full knowledge and understanding of the circumstances and effect thereof and
after having consulted legal counsel with respect thereto.

    


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blank.]


    
      
         


      

      
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    This Letter shall not be effective until
(a) it has been executed by Borrower, Administrative Agent and all of the Lenders, and (b) each
Guarantor of Payment have executed the attached Acknowledgment and
Acceptance.  This Letter may be executed in any number of
counterparts, by different parties hereto in separate counterparts and by
facsimile signature, each of which when so executed and delivered shall be
deemed to be an original and all of which when taken together shall constitute
but one and the same agreement.

     

    


    
      
        
          	 	Very truly
    yours,
	 	 
	 	
                  BANK OF AMERICA, N.A., successor
      to 
LaSalle Bank National Association,
      as 
Administrative Agent and as a Lender

                   

                  By:___________________________________

                  Name:_________________________________

                  Title:__________________________________

                   

                
	 
      	
                  FIRSTMERIT BANK,
      N.A.

                   

                  By:___________________________________

                  Name:_________________________________

                  Title:__________________________________

                   

                
	 
      	
                  FIFTH THIRD
      BANK

                   

                  By:___________________________________

                  Name:_________________________________

                  Title:__________________________________

                   

                
	 
      	
                  RBS CITIZENS, NATIONAL ASSOCIATION
      
d/b/a Charter One

                   

                  By:___________________________________

                  Name:_________________________________

                  Title:__________________________________

                   

                


        

      

    

    


    
      	
              ACCEPTED AND AGREED TO THIS
      10th 
DAY OF AUGUST,
      BY:

               

              CONCORD STEEL,
      INC.,

              formerly known as SIG Acquisition
      Corp.

               

              By:___________________________________

              Name:_________________________________

              Title:__________________________________

            	 
      


    

    


    Signature
Page to

    Letter
Agreement

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ACKNOWLEDGMENT
AND ACCEPTANCE

    


    Each of the undersigned hereby
acknowledges and expressly agrees to the terms of the foregoing Letter dated as
of August 10, 2009.  Each of the undersigned further certifies that
the undersigned is not aware of any claim or offset against, or defense or
counterclaim to, any obligation or liability of any of the undersigned under the
Credit Agreement or any other Loan Document.

    


    Each Guarantor of Payment agrees that
there are no promises or inducements that have been made to such Guarantor of
Payment to cause such Guarantor of Payment to execute this Acknowledgment and
Agreement.  This Letter has been acknowledged and consented to by such
Guarantor of Payment freely, voluntarily, with full knowledge, and without
duress, and, in executing this Acknowledgment and Agreement, no Guarantor of
Payment is relying on any other representations, either written or oral, express
or implied, made to such Guarantor of Payment by Administrative Agent or any
Lender.  Each Guarantor of Payment agrees that the consideration
received by Borrower and the other Credit Parties under this Letter has been
actual and adequate.

    


    Each Guarantor of Payment, by signing
below, each hereby waives and releases Administrative Agent and the Lenders (and
their respective directors, officers, employees, attorneys, affiliates and
subsidiaries) from any and all claims, offsets, defenses and counterclaims,
including without limitation the
claims set forth by Borrower in that certain letter from Borrower to
Administrative Agent dated August 7, 2009, such waiver and release being
with full knowledge and understanding of the circumstances and effect thereof
and after having consulted legal counsel with respect thereto.

    


    This Acknowledgment and Acceptance is
executed by the undersigned as of the date first written
above.

    


    
      	 
      	
              STAMFORD INDUSTRIAL GROUP,
      INC.,
formerly known as Net Perceptions,
      Inc.

               

              By:___________________________________

              Name:_________________________________

              Title:__________________________________

               

            
	 
      	
              CRC
      WILMINGTON ACQUISITION, LLC

               

              By:___________________________________

              Name:_________________________________

              Title:__________________________________

               

            
	 
      	
              1451
      BUENA VISTA AVENUE, LLC

               

              By:___________________________________

              Name:_________________________________

              Title:__________________________________

               

            


    

     

     

    Signature
Page to

    Acknowledgment and
Acceptance