3rd Amendment To Unsecured Credit Agreement

Exhibit 10.1c(3)


THIRD AMENDMENT TO CREDIT AGREEMENT AND LIMITED WAIVER


This Third Amendment to Credit Agreement and Limited Waiver, dated as of December 31, 2001 (this "Amendment and Waiver"), by and among STEEL DYNAMICS, INC., an Indiana corporation (the "Borrower"), the lenders executing this Amendment and Waiver on the signatures pages hereof and MELLON BANK, N. A., as Agent for the Lenders under the Credit Agreement referred to below (the "Agent").


Introductory Statements:


A. Reference is made to the Credit Agreement, dated as of May 5, 2000, (as amended to date, the "Credit Agreement"), by and among the Borrower, the Lenders listed on the signature pages hereof (collectively, the "Lenders") and the Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.


B. The Borrower has advised the Lenders and the Agent that the Borrower is in violation of Section 6.01(a) of the Credit Agreement in that the Borrower's Leverage Ratio for the period of four consecutive fiscal quarters ending December 31, 2001 exceeds 5.0 to 1 (such violation, the "Identified Violation").


C. The Borrower has also advised the Lenders and the Agent that the Borrower may, as of March 31, 2002, be in violation of Section 6.01(a) of the Credit Agreement in that the Borrower's Leverage Ratio for the period of four consecutive fiscal quarters ending March 31, 2002 may exceed 4.0 to 1 (such violation, the "Identified March Violation").


D. The Borrower has requested that, for the period from December 31, 2001 to, but not including, March 31, 2002 (the "Waiver Period"), the Required Lenders waive (i) compliance with Section 6.01(a) of the Credit Agreement for the period of four consecutive fiscal quarters ending December 31, 2001, (ii) satisfaction of the conditions of lending under Section 4.02(d) of the Credit Agreement to the extent, and only to the extent, that such conditions of lending fail to be satisfied as a result of, and as a result solely of, the Identified Violation and (iii) satisfaction of the conditions to conversion or renewal of Interest Rate Options under Section 2.07(a) of the Credit Agreement to the extent, and only to the extent, that such conditions to conversion or renewal fail to be satisfied as a result of, and as a result solely of, the Identified Violation.


E. The Borrower has advised the Lenders that it is considering arranging for the refinancing the Loans and the loans under the Existing Credit Agreement, as amended. The Borrower has requested that if, and only if, on March 31, 2002, the Borrower shall have theretofore received commitments from financial institutions to provide financing on terms satisfactory to the Borrower in an aggregate amount sufficient to pay the Loans and the loans under the Existing Credit Agreement, as amended, in full and the Borrower and such financial institutions shall be in process of finalizing the documentation for such refinancing, and the Borrower shall have provided to the Lenders a certificate to both such effects, then the Waiver Period shall be extended to end on April 30, 2002 (or, if earlier, the date on which such commitments terminate or on which the process of finalizing documentation for such refinancing ceases) and the Identified March Violation, as well as the Identified Violation, shall be covered by the waiver referred to in the immediately preceding paragraph.


F. The Borrower and the Required Lenders desire to make certain amendments to the Credit Agreement.


Section 1. Waiver. The Required Lenders hereby waive, for the Waiver Period only, (i) compliance with Section 6.01(a) of the Credit Agreement for the period of four consecutive fiscal quarters ending December 31, 2001, (ii) satisfaction of the conditions of lending under Section 4.02(d) of the Credit Agreement to the extent, and only to the extent, that such conditions of lending fail to be satisfied as a result of, and as a result solely of, the Identified Violation and (iii) satisfaction of the conditions to conversion or renewal of Interest Rate Options under Section 2.07(a) of the Credit Agreement to the extent, and only to the extent, that such conditions to conversion or renewal fail to b ...