Exhibit 10.3c


 


EXECUTION VERSION


 


AMENDMENT NO. 4 TO THE AMENDED AND RESTATED CREDIT
AGREEMENT


 


AMENDMENT NO. 4 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 12,
2009 (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,
NATIONAL CITY BANK (“National City”),
and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells
Fargo”), as co-administrative agents and NATIONAL CITY, as
paying agent (“Paying Agent”).


 


PRELIMINARY STATEMENTS:


 


(1)   The Borrower, the lenders listed on the
signature pages thereto, National City, as collateral agent (the “Collateral Agent”), National City
and Wells Fargo, as co-administrative agents, National City as 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 National
City, as syndication agents, and BAS and National City, as 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 and
as further amended by Amendment No. 3 dated as of March 31, 2008 (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 the Required
Lenders amend the Credit Agreement in certain respects, and the Required
Lenders have agreed, 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.       Amendments to the Credit Agreement.  Upon, and subject to, the satisfaction of the
conditions precedent set forth in Section 2 below, the Credit Agreement is
hereby amended as follows


 


(a)   Section 1.01 is hereby amended by (i) deleting
the definition of “Applicable
Term A Margin” appearing therein and (ii) inserting therein
in proper alphabetical order the following defined terms:


 


“ “Amendment No. 4” means
that certain Amendment No. 4 to this Agreement dated as of June 12,
2009 by and among the Borrower, National City, Wells Fargo and the Lenders
listed on the signature pages thereto.


 


“Amendment No. 4 Effective Date”
means the date on which the conditions to effectiveness set forth in Section 2
of Amendment No 4 have been satisfied.


 

















 


“Borrowing Base” means the
aggregate of (a) 85% of the book value of accounts receivables that
constitute Collateral and (b) 65% of the book value of inventory that
constitutes Collateral.


 


“Borrowing Base Obligations”
means the sum of (a) the aggregate principal amount of outstandings under
the Revolving Credit Facility and the Term A Facility at such time (including
outstanding Letters of Credit and Swing Line Advances) plus (b) the
aggregate amount of obligations outstanding under Secured Cash Management
Agreements at such time plus (c) the aggregate Agreement Value of all
Secured Hedge Agreements at such time.


 


“First Lien Debt/Consolidated EBITDA Ratio”
means at any date of determination, the ratio of Consolidated Debt for Borrowed
Money of the Borrower and its Subsidiaries that is secured by a security
interest (which security interest is not expressly made subordinate and second
to the Liens securing the Obligations pursuant to an intercreditor agreement on
terms reasonably satisfactory to the Administrative Agent) on any real or
personal property of the Borrower and its Subsidiaries as at such date of
determination to Consolidated EBITDA of the Borrower and its Subsidiaries for
the most recently ended fiscal quarter of the Borrower for which financial
statements are required to be delivered to the Lender Parties pursuant to Section 5.03(b) or
(c), as the case may be, and the immediately preceding three fiscal quarters.”


 


(b)   The definition of Applicable Margin appearing in Section 1.01
is hereby amended by deleting the first paragraph contained therein and
substituting in lieu thereof the following:


 


“ “Applicable Margin” means, in respect of the Revolving Credit Facility and the
Term A Advances, a percentage per annum determined by reference to the Total
Debt/Consolidated EBITDA Ratio as set forth below:


 


	
  “Total

  Debt/Consolidated

  EBITDA Ratio

  	
   

  	
  Base Rate

  Advances

  	
   

  	
  Eurodollar Rate Advances

  	
   

  
	
  Level
  I

  < than 5.0 : 1.0

  	
   

  	
  1.00

  	
  %

  	
  3.00

  	
  %

  
	
  Level
  II

  > 5.0 : 1.0,

  but < than 7.5 : 1.0

  	
   

  	
  1.25

  	
  %

  	
  3.25

  	
  %

  
	
  Level
  III

  > 7.5 : 1.0

  	
   

  	
  1.50

  	
  %

  	
  3.50

  	
  %”

  



 


(c)   The definition of Applicable Percentage
contained in Section 1.01 is hereby amended by deleting such definition in
its entirety and substituting in lieu thereof the following:


 


“ “Applicable
Percentage” means at all times, 0.50% per annum”


 


(d)   The definition of Net Cash Proceeds contained
in Section 1.01 is hereby amended and restated in its entirety to read as
follows:


 


“Net Cash
Proceeds” means (a) with respect to any Extraordinary
Receipt, the aggregate amount of cash and Cash Equivalents received in
connection therewith and (b) with respect to the incurrence or issuance of
any Debt, the excess of (x) the sum of the cash and Cash Equivalents
received in connection with such incurrence or issuance of Debt less (y) the
investment banking 


 


2

















 


fees, underwriting discounts, commissions, costs and other
out-of-pocket fees and expenses incurred the Borrower or its Subsidiaries in
connection with such incurrence or issuance of Debt to the extent such amounts
were not deducted in determining the amount referred to in clause (x).


 


(e)   Section 2.06(b) is hereby amended
by (i) inserting the following new clause (v) therein and (ii) renumbering
the existing clauses (v) and (vi) accordingly:


 


“(v)      No
later than the fifth Business Day following the incurrence or issuance by the
Borrower or any of its Subsidiaries of any Debt (other than any Debt permitted
to be incurred or issued pursuant to clauses (i)(A), (i)(B), (ii)(A), (ii)(C) and
(iii)(A) of Section 5.02(b)), if as of the date of such incurrence,
before or after giving effect thereto, or as of such fifth Business Day, the
Total Debt/Consolidated EBITDA Ratio is greater than 5.00:1.00, then the
Borrower shall prepay an aggregate principal amount of Revolving Credit
Advances equal to 100% of all Net Cash Proceeds received therefrom by the
Borrower or its Subsidiaries.”


 


(f)    Section 2.06(b)(iv) is hereby
amended and restated in its entirety to read as follows:


 


“(iv)     If at any time the Borrowing Base Obligations exceed the
Borrowing Base at such time, then the Borrower shall immediately prepay such
excess first by prepaying the Revolving Credit Facility as set forth in clause (v) below
and second by prepaying the Term A Advances (which prepayments of Term A Advances
shall be applied to the remaining principal repayment installments of the Term
A Facility on a pro rata basis).”


 


(g)   Section 2.06(b)(v) is hereby
amended by (i) deleting the “or” appearing immediately before each
reference to clause (iv) contained therein and substituting in lieu
thereof a comma and (ii) inserting “or (v)” immediately after each
reference to clause (iv) contained therein.


 


(h)   Section 3.02(a)(iii) is hereby
amended and restated in its entirety to read as follows:


 


“(iii)     after giving effect to such Borrowing or issuance or renewal,
the Borrowing Base Obligations at such time will not exceed the Borrowing Base
at such time;”


 


(i)    Section 5.02(o) is hereby amended
and restated in its entirety to read as follows:


 


“(o)      The
Borrower shall not permit the Borrowing Base Obligations at any time to exceed
the Borrowing Base at such time.”


 


(j)    Section 5.03(d) is hereby amended
and restated in its entirety to read as follows:


 


“(d)         Monthly
Certificate.  Within 15 days after
the end of each month, a certificate of a Financial Officer of the Borrower, in
form and substance satisfactory to the Joint Lead Arrangers and the
Administrative Agents, demonstrating that the Borrowing Base at such time
exceeds Borrowing Base Obligations at such time.”


 


(k)   Section 5.04 is hereby amended and
restated in its entirety to read as follows:


 


“Section 5.04.  Financial Covenants.  So long as any Advance or any other
Obligation of any Loan Party under any Loan Document shall remain unpaid, any
Letter of Credit shall be outstanding or any Lender Party shall have any
Commitment hereunder, the Borrower will:


 


3

















 


(a)           Total
Debt to Consolidated EBITDA Ratio. 
Maintain through the end of the four fiscal quarter period ended March 31,
2009 and beginning again with the period of four fiscal quarters ending December 31,
2010 and at all times thereafter, a Total Debt/Consolidated EBITDA Ratio of not
more than 5.00 : 1.00.


 


(b)           First
Lien Debt to Consolidated EBITDA Ratio. 
Maintain a First Lien Debt/Consolidated EBITDA Ratio at all times during
each period of four fiscal quarters ending on a date set forth below that is
not more than the ratio set forth below for such period:


 


	
  Four Fiscal Quarters Ending

  	
   

  	
  First Lien Debt/Consolidated EBITDA

  Ratio

  	
   

  
	
  April 1, 2009 through and including the
  fiscal quarter ending September 30, 2010

  	
   

  	
  2.50 : 1.00

  	
   

  
	
  December 31, 2010 and thereafter

  	
   

  	
  3.00 : 1.00

  	
   

  



 


(c)           Interest Coverage
Ratio.  Maintain an Interest Coverage
Ratio as of the end of each period of four fiscal quarters ending on a date set
forth below that is not less than the ratio set forth below opposite such
fiscal period:


 


	
  Four Fiscal Quarters Ending

  	
   

  	
  Interest Coverage Ratio

  	
   

  
	
  June 30, 2009 through and including the
  fiscal quarter ending on December 31, 2009

  	
   

  	
  1.25 : 1.00

  	
   

  
	
  March 31, 2010 through and including the
  fiscal quarter ending June 30, 2010

  	
   

  	
  2.00 : 1.00

  	
   

  
	
  September 30, 2010 and thereafter

  	
   

  	
  2.50 : 1.00

  	
   

  



 


SECTION 2.       Conditions
to Effectiveness of Amendments.  This
Amendment and the amendments to the Credit Agreement set forth herein shall
become effective on the date when each of the conditions set forth in this Section 2
shall have been satisfied:


 


(a)   Execution of Counterparts.  The Paying Agent shall have received
counterparts of (i) this Amendment executed by (A) the Borrower and (B) the
Required Lenders and (ii) the consent attached hereto (the “Consent”) executed by
each Guarantor.


 


(b)   Payment of Fees and Expenses.  The Borrower shall have paid:


 


(i)           to each Lender
executing this Amendment on or before 12:00 p.m. Eastern Standard Time on June 12,
2009 a fee equal to 0.25% of the of the aggregate principal amount of
outstanding Term A Advances owing to (immediately prior to giving effect to the
prepayment of Term A Advances referred to in clause (d) below), and the
Revolving Credit Commitments of, each such Lender


 


4

















 


(ii)        to Banc of America
Securities LLC (the “Lead
Arranger”) for its own account such fees as have been separately
agreed in writing between the Borrower and the Lead Arranger,


 


(iii)       all costs and expenses
(including the reasonable fees and expenses of Shearman & Sterling
LLP) incurred by the Lead Arranger, Bank of America, as Syndication Agent, and
National City, as Co-Administrative Agent in connection with the preparation,
negotiation and execution of this 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)   Legal Opinions.  The Paying Agent and the Lead Arranger shall
have received favorable opinions of Barrett & McNagny, LLP and
Greenberg Traurig, LLP, counsel for the Loan Parties, addressed to the Lead
Arranger, the Administrative Agents and the Lenders party hereto, as to such
matters as the Administrative Agents or the Lead Arranger may reasonably
request.


 


(d)   Prepayment of Term A Advances.  The Borrower shall have prepaid the Term A
Advances in full, together with accrued and unpaid interest thereon; provided
that no more than $150,000,000 of proceeds under the Revolving Credit Facility
may be used in connection with such prepayment.


 


SECTION 3.       Novation of Commitments.  Effective as of the date hereof, ABN AMRO
Bank, N.V. wishes to and does hereby transfer by novation to RBS Citizens,
N.A., and RBS Citizens, N.A. wishes to and does hereby accept the transfer by
novation of, all the rights, liabilities, duties and obligations of ABN AMRO
Bank, N.V. under and in respect of the Loan Documents, including the
Commitments of, and the Advances owing to, ABN AMRO Bank, N.V..  Borrower wishes to and does hereby accept
this novation.


 


SECTION 4.       Representations and Warranties.  In order to induce the Lenders to execute and
deliver this Amendment, the Borrower represents and warrants to the Agents, the
Lenders and the Issuing Bank that, after giving effect to the terms of this
Amendment, the following statements are true and correct:  (a) the representations and warranties
set forth in Article IV of the Credit Agreement and in the other Loan
Documents are true and correct on the and as of the date of this Amendment as
if made on the date of this Amendment and after giving effect to this Amendment
(unless stated to relate solely to an earlier date, in which case such
representations and warranties were true and correct in all material respects
as of such earlier date) and (b) no Default has occurred and is
continuing.


 


SECTION 5.       Reference
to and Effect on the Credit Agreement and the Loan Documents.


 


(a)   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, as
amended by this Amendment.


 


(b)   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 (and as contemplated to be amended, modified,
supplemented, restated, substituted or replaced by this Amendment).


 


5

















 


(c)   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 6.       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 7.       Governing
Law.  This Amendment shall be
governed by, and construed in accordance with, the laws of the State of
New York.


 


[Remainder
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 E. Wagler

  
	
   

  	
   

  	
  Name:
  

  	
  Theresa
  E. Wagler

  
	
   

  	
   

  	
  Title:  

  	
  Executive Vice President and

  Chief Financial Officer

  



 


[Amendment No. 4]


 

















 


	
   

  	
  BANK
  OF AMERICA, N.A.,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David McCauley

  
	
   

  	
   

  	
  Name:
  

  	
  David
  McCauley

  
	
   

  	
   

  	
  Title:  

  	
  Senior Vice
  President

  



 


[Amendment No. 4]


 

















 


	
   

  	
  NATIONAL
  CITY BANK,

  
	
   

  	
  as
  Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David G. McNeely

  
	
   

  	
   

  	
  Name:
  

  	
  David
  G. McNeely

  
	
   

  	
   

  	
  Title:  

  	
  Senior Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  NATIONAL
  CITY BANK,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David G. McNeely

  
	
   

  	
   

  	
  Name:
  

  	
  David
  G. McNeely

  
	
   

  	
   

  	
  Title:  

  	
  Senior Vice President

  



 


[Amendment No. 4]


 

















 


	
   

  	
  WELLS
  FARGO BANK, NATIONAL ASSOCIATION,

  
	
   

  	
  as
  Administrative Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Rosalie P. Hawley

  
	
   

  	
   

  	
  Name:

  	
  Rosalie
  P. Hawley

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WELLS
  FARGO BANK, NATIONAL ASSOCIATION,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Rosalie P. Hawley

  
	
   

  	
   

  	
  Name:

  	
  Rosalie
  P. Hawley

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


[Amendment No. 4]


 

















 


	
   

  	
  ABN
  AMRO BANK N.V.,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Scott Donaldson

  
	
   

  	
   

  	
  Name:

  	
  Scott
  Donaldson

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Todd Vaubel

  
	
   

  	
   

  	
  Name:

  	
  Todd
  Vaubel

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


[Amendment No. 4]


 
















 


	
   

  	
  ABN
  AMRO BANK, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:Scott
  Donaldson

  
	
   

  	
   

  	
  Title:Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:Todd
  Vaubel

  
	
   

  	
   

  	
  Title:Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Ascension
  Loan Vehicle LLC, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:
  Melissa James

  
	
   

  	
   

  	
  Title:Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BMO
  Capital Markets Financing, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:Thad
  Rasche

  
	
   

  	
   

  	
  Title:Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CHANG
  HWA Commercial Bank LTD. Los Angeles Branch, as a
  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:Beverley
  Chen

  
	
   

  	
   

  	
  Title:VP &
  General Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Citibank
  N.A., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:
  Raymond G. Dunning

  
	
   

  	
   

  	
  Title:
  Vice President

  



 

















 


	
   

  	
  Export
  Development Canada, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:Matthew
  Devine

  
	
   

  	
   

  	
  Title:Asset
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:
  Shawn Cusick

  
	
   

  	
   

  	
  Title:
  Loan Portfolio Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Firth
  Third Bank , as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:David
  O’Neal

  
	
   

  	
   

  	
  Title:Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  First
  Merit Bank, N.A. , as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:Robert
  G. Morlan

  
	
   

  	
   

  	
  Title:Senior
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Goldman
  Sachs Credit Partners, L.P., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:John
  Makrinos

  
	
   

  	
   

  	
  Title:Authorized Signatory

  



 

















 


	
   

  	
  Hua
  Han Commerical Bank Ltd. New York 

  Agency, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:Henry
  Hsieh

  
	
   

  	
   

  	
  Title:Assistant
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN
  CHASE BANK, N.A., as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:Stacey
  Haimes

  
	
   

  	
   

  	
  Title:Executive
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Keybank
  National Association, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:Suzannah
  Harris

  
	
   

  	
   

  	
  Title:Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Mizuho
  Corporate Bank (USA), as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:Bertram
  Tang

  
	
   

  	
   

  	
  Title:Senior
  Vice President & Team

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Morgan
  Stanley Bank, N.A., as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:James
  E. Boneffo

  
	
   

  	
   

  	
  Title:Authorized
  Signatory

  



 

















 


	
   

  	
  Morgan
  Stanley Senior Funding, Inc. as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:Stephen
  B King

  
	
   

  	
   

  	
  Title:Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  The
  Norinchunkin Bank New York Branch as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:Noritsugi
  Sato

  
	
   

  	
   

  	
  Title:General
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  The
  Northern Trust Company. as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:Phillip
  McCaulay

  
	
   

  	
   

  	
  Title:Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PNC
  Bank National Association. as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:David
  B Gookin

  
	
   

  	
   

  	
  Title:Senior
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Raymond
  James Bank FSB as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:Joseph
  A Ciccolini

  
	
   

  	
   

  	
  Title:VP
  - Senior Corporate Banker

  
	
   

  	
   

  	
   

  



 

















 


	
   

  	
  RBS
  Citizens, N.A. ,as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:Andre
  A. Nazareth

  
	
   

  	
   

  	
  Title:Senior
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Scotiabanc
  Inc.. as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:J.F.
  Todd

  
	
   

  	
   

  	
  Title:Managing
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Sun
  Trust Bank . as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:Baerbel
  Freudenthaler

  
	
   

  	
   

  	
  Title:Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TD
  Bank, N.A. (fka TD Banknorth) as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:J.R.
  Riley

  
	
   

  	
   

  	
  Title:Managing
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Taipei
  Fubon Commercial Bank Los Angeles Branch. as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:Sophia
  Jing

  
	
   

  	
   

  	
  Title:FVP &
  GM

  



 

















 


	
   

  	
  Union
  Bank of California. as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:Christopher
  Freeman

  
	
   

  	
   

  	
  Title:Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  US
  Bank National Association. as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:John
  Eyerman

  
	
   

  	
   

  	
  Title:Portfolio Manager

  



 


 

















 


CONSENT


 


Dated as of June 12, 2009


 


Each of the undersigned, as Guarantor under the
Amended and Restated Subsidiary Guaranty and Grantor under the Amended and
Restated Security Agreement (as amended by the Amendment No. 3 to the
Credit Agreement and Amendment No. 1 to the Security Agreement dated as of
the March 31, 2008), for the benefit of the Paying Agent and the benefit
of the Lenders parties to the Credit Agreement referred to in the foregoing
Amendment, hereby consents to such Amendment 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


 


[signature pages to follow]


 


[Amendment No. 4]


 






 












 


	
   

  	
  SDI
  INVESTMENT COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Theresa E. Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  NEW
  MILLENNIUM BUILDING SYSTEMS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  STEEL
  DYNAMICS, INC., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Theresa E. Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  STEEL
  DYNAMICS SALES NORTH AMERICA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Theresa E. Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  ROANOKE
  ELECTRIC STEEL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Theresa E. Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  JOHN
  W. HANCOCK, JR., LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  ROANOKE
  ELECTRIC STEEL CORPORATION, MANAGER AND SOLE MEMBER

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Theresa E. Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  NEW
  MILLENNIUM BUILDING SYSTEMS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Theresa E. Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  SOCAR
  OF OHIO, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Theresa E. Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  Vice President

  



 


[Amendment No. 4]


 

















 


	
   

  	
  STEEL
  OF WEST VIRGINIA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Theresa E. Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  SWVA,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Theresa E. Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  MARSHALL
  STEEL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Theresa E. Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  STEEL
  VENTURES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Theresa E. Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  SHREDDED
  PRODUCTS II, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  STEEL
  DYNAMICS, INC., MANAGER AND SOLE MEMBER

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Theresa E. Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  THE
  TECHS INDUSTRIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Theresa E. Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  ADMETCO,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Theresa E. Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  Vice President

  



 


[Amendment No. 4]


 

















 


	
   

  	
  AUBURN
  INVESTMENT COMPANY, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  OMNISOURCE
  CORPORATION, SOLE MEMBER

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Theresa E. Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  CAPITOL
  CITY METALS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  OMNISOURCE
  INDIANAPOLIS, SOLE MEMBER

  
	
   

  	
   

  
	
   

  	
  BY:
  

  	
  OMNISOURCE
  CORPORATION, SOLE MEMBER

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Theresa E. Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GLOBAL
  SHREDDING TECHNOLOGIES, LTD., LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  OMNISOURCE
  CORPORATION, SOLE MEMBER

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Theresa E. Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  INDUSTRIAL
  SCRAP CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Theresa E. Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  INDUSTRIAL
  SCRAP, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Theresa E. Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  JACKSON
  IRON & METAL COMPANY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Theresa E. Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  Vice President

  



 


[Amendment No. 4]


 

















 


	
   

  	
  LUCKY
  STRIKE METALS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  OMNISOURCE
  CORPORATION, SOLE MEMBER

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Theresa E. Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  MICHIGAN
  PROPERTIES ECORSE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  OMNISOURCE
  CORPORATION, SOLE MEMBER

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Theresa E. Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  OMNISOURCE
  BAY CITY, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  JACKSON
  IRON & METAL COMPANY, INC., SOLE MEMBER

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Theresa E. Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  OMNISOURCE
  ATHENS DIVISION, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  OMNISOURCE
  CORPORATION, SOLE MEMBER

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Theresa E. Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  OMNISOURCE
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Theresa E. Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  OMNISOURCE
  INDIANAPOLIS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  OMNISOURCE
  CORPORATION, SOLE MEMBER

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Theresa E. Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  Vice President

  



 


[Amendment No. 4]


 

















 


	
   

  	
  OMNISOURCE
  MEXICO, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  OMNISOURCE
  CORPORATION, SOLE MEMBER

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Theresa E. Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  OMNISOURCE
  TRANSPORT, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  OMNISOURCE
  CORPORATION, SOLE MEMBER

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Theresa E. Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  OMNISOURCE,
  LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Theresa E. Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  RECOVERY
  TECHNOLOGIES, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  OMNISOURCE
  CORPORATION, SOLE MEMBER

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Theresa E. Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  SCIENTIFIC
  RECYCLING GROUP, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  OMNISOURCE
  CORPORATION, SOLE MEMBER

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Theresa E. Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  SUPERIOR
  ALUMINUM ALLOYS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Theresa E. Wagler

  
	
   

  	
   

  	
  Name:
  Theresa E. Wagler

  
	
   

  	
   

  	
  Title:
  Vice President

  



 


[Amendment No. 4]


 

















 


	
   

  	
  OMNISOURCE
  SOUTHEAST, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Theresa E. Wagler

  
	
   

  	
   

  	
  Theresa
  E. Wagler, Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  COHEN &
  GREEN SALVAGE CO., INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Theresa E. Wagler

  
	
   

  	
   

  	
  Theresa
  E. Wagler, Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  LUMBERTON
  RECYCLING COMPANY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Theresa E. Wagler

  
	
   

  	
   

  	
  Theresa
  E. Wagler, Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  RAEFORD
  SALVAGE COMPANY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Theresa E. Wagler

  
	
   

  	
   

  	
  Theresa
  E. Wagler, Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  CAROLINAS
  RECYCLING GROUP, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:
  

  	
  OMNISOURCE
  SOUTHEAST, LLC, MANAGER AND SOLE MEMBER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Theresa E. Wagler

  
	
   

  	
   

  	
  Theresa
  E. Wagler, Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ATLANTIC
  SCRAP AND PROCESSING-WILMINGTON, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  OMNISOURCE
  SOUTHEAST, LLC, MANAGER AND SOLE MEMBER

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Theresa E. Wagler

  
	
   

  	
   

  	
  Theresa E. Wagler, Vice President

  



 


[Amendment No. 4]