AMENDMENT AND TEMPORARY WAIVER AGREEMENT

This THIRD AMENDMENT AND TEMPORARY WAIVER AGREEMENT (this “Amendment”) is made as of the 12 ^th day of August, 2009 among:

(a)             CONCORD STEEL, INC. (formerly known as SIG Acquisition Corp.), a Delaware corporation (“Borrower”);

(b)             the Lenders, as defined in the Credit Agreement, as hereinafter defined; and

(c)            BANK OF AMERICA, N.A., successor to LaSalle Bank National Association, as lead arranger and administrative agent for the Lenders under the Credit Agreement (“Administrative Agent”).

WHEREAS, Borrower, Administrative Agent and the Lenders are parties to that certain Credit Agreement, dated as of October 3, 2006, that provides, among other things, for loans and letters of credit aggregating Thirty-Three Million Dollars ($33,000,000), all upon certain terms and conditions (as amended and as the same may from time to time be further amended, restated or otherwise modified, the “Credit Agreement”);

WHEREAS, Borrower, Administrative Agent and the Lenders desire to amend the Credit Agreement to modify certain provisions thereof and add certain provisions thereto;

WHEREAS, each capitalized term used herein and defined in the Credit Agreement, but not otherwise defined herein, shall have the meaning given such term in the Credit Agreement; and

WHEREAS, unless otherwise specifically provided herein, the provisions of the Credit Agreement revised herein are amended effective as of the date of this Amendment;

NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein and for other valuable consideration, Borrower, Administrative Agent and the Lenders agree as follows:

1.              Amendment to Definitions .  Section 1.1 of the Credit Agreement is hereby amended to delete the definitions of “Applicable Margin”, “Base Rate”, “Base Rate Margin”, “Borrowing Base”, “L/C Fee Rate”, “LIBOR Margin”, “LIBOR Rate” and “Non-Use Fee Rate” therefrom and to insert in place thereof, respectively, the following:

“Applicable Margin” means the Base Rate Margin or the LIBOR Margin, as appropriate.

“Base Rate” means at any time a rate per annum equal to the greatest of (a) the Federal Funds Rate plus fifty (50.00) basis points, (b) the Prime Rate, and (c) three hundred twenty-five (325.00) basis points.

“Base Rate Margin” means a rate per annum equal to four hundred fifty (450.00) basis points.

“Borrowing Base” means an amount equal to the sum of:

(a)             (i) for the period from the Third Amendment Effective Date through August 17, 2009, Three Hundred Ninety-Five Thousand Dollars ($395,000), (ii) for the period from August 18, 2009 through August 24, 2009, Seven Hundred Ninety Thousand Dollars ($790,000), (iii) for the period from August 25, 2009 through August 31, 2009, One Million One Hundred Seventy-Eight Thousand Dollars ($1,178,000), (iv) for the period from September 1, 2009 through September 12, 2009, One Million Three Hundred Eighty-Two Thousand Dollars ($1,382,000), and (v) for the period from September 13, 2009 and thereafter, Zero Dollars; provided that the amounts set forth in subparts (iii) and (iv) above are subject to confirmation by the financial consultant hired pursuant to Section 10.13 hereof (acting reasonably) as to the reasonableness of the amount and timing of payments set forth in the Budget for such periods; plus

(b)             the undrawn amount of the Letter of Credit outstanding on the Third Amendment Effective Date; plus

(c)             (i) any amount due and payable by Borrower to the financial consultant hired pursuant to Section 10.13 hereof, but only to the extent such amount is approved in advance by Administrative Agent, and (ii) interest payable to the Lenders under Section 4.2 hereof.

“L/C Fee Rate” means a rate per annum equal to two hundred (200.00) basis points.

“LIBOR Margin” means a rate per annum equal to six hundred (600.00) basis points.

“LIBOR Rate” means a rate per annum equal to the greater of (a) the quotient obtained by dividing (i) the rate of interest at which United States dollar deposits in an amount comparable to the amount of the relevant LIBOR Loan and for a period equal to the relevant Interest Period are offered in the London Interbank Eurodollar market at 11:00 A.M. (London time) two Business Days prior to the commencement of such Interest Period (or three Business Days prior to the commencement of such Interest Period if banks in London, England were not open and dealing in offshore United States dollars on such second preceding Business Day), as displayed in the Bloomberg Financial Markets system (or other authoritative source selected by Administrative Agent in its sole discretion) or, if the Bloomberg Financial Markets system or another authoritative source is not available, as the LIBOR Rate is otherwise determined by Administrative Agent in its sole and absolute discretion, divided by (ii) a number determined by subtracting from 1.00 the then stated maximum reserve percentage for determining reserves to be maintained by member banks of the Federal Reserve System for Eurocurrency funding or liabilities as defined in Regulation D (or any successor category of liabilities under Regulation D), such rate to remain fixed for such Interest Period; and (b) one hundred (100.00) basis points.  Administrative Agent’s determination of the LIBOR Rate shall be conclusive, absent manifest error.

“Non-Use Fee Rate” means a rate per annum equal to fifty (50.00) basis points.

2.              Addition to Definitions .  Section 1.1 of the Credit Agreement is hereby amended to add the following new definitions thereto:

“Budget” means that certain budget prepared by Borrower, as set forth in the exhibit attached to the Budget Letter.

“Budget Letter” means that certain Budget Letter, dated as of the Third Amendment Effective Date, by and between Administrative Agent and Borrower, as the same may from time to time be amended, restated or otherwise modified.

“Cash Collateral Account” means a commercial Deposit Account designated “cash collateral account” and maintained by one or more Parent Entities with Administrative Agent, without liability by Administrative Agent or the Lenders to pay interest thereon, from which account Administrative Agent, on behalf of the Lenders, shall have the exclusive right to withdraw funds until all of the Secured Obligations are paid in full.

“Collection” means any payment made from an Account Debtor to one or more Parent Entities including, but not limited to, cash, checks, drafts and any other form of payment.

“Controlled Disbursement Account” means a commercial Deposit Account designated “controlled disbursement account” and maintained by one or more Parent Entities with Administrative Agent, without liability by Administrative Agent to pay interest thereon.

“Lockbox” means the post office box rented by and in the name of one or more Parent Entities in accordance with Section 10.14(a) hereof.

“Operating Account” means a commercial Deposit Account designated “operating account” and maintained by one or more Parent Entities with Administrative Agent, without liability by Administrative Agent to pay interest thereon, from which account such Parent Entity or Parent Entities, as the case may be, shall have the right to withdraw funds until Administrative Agent, on behalf of the Lenders, terminates such right after the occurrence of a Default or an Event of Default.

“Security Account” means a commercial Deposit Account maintained with Administrative Agent, without liability by Agent to pay interest thereon, as described in Section 10.14(e) hereof.

“Settlement Date” mean s each Tuesday (or the next Business Day if such Tuesday is not a Business Day), or as often as Administrative Agent, in its sole discretion, deems appropriate.

“Third Amendment Effective Date” means August 13, 2009.

3.              Amendment to Provisions Regarding Borrowing Procedures .  Article II of the Credit Agreement is hereby amended to delete Section 2.2.2 therefrom and to insert in place thereof the following:

2.2.2.   Borrowing Procedures .  Borrower shall give a Notice of Borrowing (which shall include a certification from a Senior Officer that the requested funds shall be used in a manner consistent with the Budget) to Administrative Agent of each proposed borrowing not later than (a) in the case of a Base Rate borrowing, 1:00 P.M. (Eastern Time) on the proposed date of such borrowing, and (b) in the case of a LIBOR borrowing, 1:00 P.M. (Eastern Time) at least three Business Days prior to the proposed date of such borrowing.  Each such notice shall be effective upon receipt by Administrative Agent, shall be irrevocable, and shall specify the date, amount and type of borrowing and, in the case of a LIBOR borrowing, the initial Interest Period therefor.  So long as Administrative Agent has not received written notice that the conditions precedent set forth in Article XI with respect to such borrowing have not been satisfied, Administrative Agent shall fund such borrowing on the requested borrowing date.  Each borrowing shall be on a Business Day.  Each LIBOR borrowing shall be in an aggregate amount of at least Two Hundred Fifty Thousand Dollars ($250,000) and integral multiples of at least One Hundred Thousand Dollars ($100,000).

4.               Amendment to Swing Line Facility Provisions .  Subsection (a) of Section 2.2.4 of the Credit Agreement is hereby amended to delete the last sentence therefrom and to insert in place thereof the following:

Anything in this Agreement to the contrary notwithstanding (i) effective on the Third Amendment Effective Date and thereafter, Swing Line Loans shall not be available, unless otherwise agreed to by Administrative Agent, in its sole discretion, and (ii) Borrower shall, on the Third Amendment Effective Date, repay the aggregate outstanding principal amount of Swing Line Loans then outstanding.

5.              Amendment to Participation in Letters of Credit Provisions .  Article II of the Credit Agreement is hereby amended to delete Section 2.3.2 therefrom and to insert in place thereof the following:

2.3.2.   Participations in Letters of Credit .  Concurrently with the issuance of each Letter of Credit, the Issuing Lender shall be deemed to have sold and transferred to each Revolving Credit Lender, and each such Revolving Credit Lender shall be deemed irrevocably and unconditionally to have purchased and received from the Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Lender’s Pro Rata Share, in such Letter of Credit and Borrower’s reimbursement obligations with respect thereto.  (For purposes of clarification, to the extent the Issuing Lender is also a Revolving Credit Lender, Letters of Credit issued by the Issuing Lender shall not be included in the calculation of such Revolving Credit Lender’s Commitment Percentage of the Revolving Credit Commitment (other than any participation obligations as a Revolving Credit Lender).)  If Borrower does not pay any reimbursement obligation when due, Borrower shall be deemed to have immediately requested that the Revolving Credit Lenders make a Revolving Loan which is a Base Rate Loan in a principal amount equal to such reimbursement obligations.  Administrative Agent shall, on each Settlement Date, notify the Revolving Credit Lenders of each such deemed request and, without the necessity of compliance with the requirements of Section 2.2.2 , Section 12.2 or otherwise such Lender shall make available to Administrative Agent its Pro Rata Share of such Revolving Loans in accordance with Section 2.6 hereof.  The proceeds of such Revolving Loan shall be paid over by Administrative Agent to the Issuing Lender for the account of Borrower in satisfaction of such reimbursement obligations.  For the purposes of this Agreement, the unparticipated portion of each Letter of Credit shall be deemed to be the Issuing Lender’s “participation” therein.  The Issuing Lender hereby agrees, upon request of Administrative Agent or any Revolving Credit Lender, to deliver to Administrative Agent or such Revolving Credit Lender a list of all outstanding Letters of Credit issued by the Issuing Lender, together with such information related thereto as Administrative Agent or such Revolving Credit Lender may reasonably request.

6.              Amendment to Borrowing Provisions .  Article II of the Credit Agreement is hereby amended to add the following new Section 2.6 thereto:

Section 2.6     Funding of Loans .  Anything herein to the contrary notwithstanding, on and after the Third Amendment Effective Date, on each Settlement Date (by no later than 2:00 P.M. (Eastern Time)), Administrative Agent shall notify each Lender of the date, amount and type of borrowing of each Loan and, in the case of a LIBOR borrowing, the initial Interest Period with respect thereto.  On each settlement date, each Lender shall provide Administrative Agent at the office specified by Administrative Agent with immediately available funds covering such Lender’s Pro Rata Share of such Loan.   Each Lender agrees to reimburse Agent for such Lender’s Pro Rata Share of the Loans advanced by Administrative Agent on behalf of such Lender on the date of such notice, subject to no conditions precedent whatsoever.  Each Lender acknowledges and agrees that such Lender’s obligation to reimburse Administrative Agent is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that its payment to Administrative Agent shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Commitment shall have been reduced or terminated.   If Administrative Agent shall elect to advance the proceeds of any Loan prior to receiving funds from such Lender, Administrative Agent shall have the right, upon prior notice to Borrower, to debit any account of Borrower or otherwise receive such amount from Borrower, promptly after demand, in the event that such Lender shall fail to reimburse Administrative Agent in accordance with this subsection.  If, and to the extent, any Lender shall not have made its portion of the Loan available to Administrative Agent by 3:00 P.M. (Eastern Time) on such Settlement Date and Administrative Agent shall elect to provide such funds, such Lender agrees to pay interest on such amount to Administrative Agent, for Administrative Agent’s account, forthwith on demand, for each day from the date such amount was to have been delivered to Administrative Agent to the date such amount is paid, at a rate per annum equal to (a) for the first three days after demand, the Federal Funds Rate from time to time in effect, and (b) thereafter, the Base Rate from time to time in effect.

7.             Amendment to Provisions Regarding Interest Payment Dates .  Article IV of the Credit Agreement is hereby amended to delete Section 4.2 therefrom and to insert in place thereof the following:

Section 4.2.   Interest Payment Dates .  Accrued interest on each Base Rate Loan and LIBOR Loan shall be payable in arrears on the first day of each calendar month and on the Termination Date.  After the Termination Date, and at any time an Event of Default exists, accrued interest on all Loans shall be payable on demand.

8.             Addition to Fees Provisions .  Article V of the Credit Agreement is hereby amended to add the following new Sections 5.4 and 5.5 to the end thereof:

Section 5.4.    Collateral Audit and Appraisal Fees .  Borrower shall promptly reimburse Administrative Agent, for its sole benefit, for all costs expenses relating to collateral field audits, appraisals (including appraisals for equipment and machinery, real property and Inventory) or other collateral assessments that may be conducted from time to time by or on behalf of Administrative Agent, the scope and frequency of which shall be in the sole discretion of Administrative Agent.

Section 5.5.    Authorization to Debit Accounts .  Borrower hereby agrees that Administrative Agent has the right to debit from any deposit account (including the Cash Collateral Account) of Borrower, amounts owing to Administrative Agent by Borrower under this Agreement and the Loan Documents for payment of fees and expenses incurred in connection therewith.

9.              Amendment to Application of Payments Provisions . Article VII of the Credit Agreement is hereby amended to delete Section 7.1 therefrom and to insert in place thereof the following:

Section 7.1.   Making of Payments .

(a)             Payments from Borrower .  All payments of principal and interest on the Loans, and of all fees, shall be made by Borrower to Administrative Agent in immediately available funds at the office specified by Administrative Agent not later than 2:00 P.M. (Eastern Time) on the date due; and funds received after that hour shall be deemed to have been recei