SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
AND CONSENT
This SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT AND CONSENT (this "
Amendment ") is entered into as of July 24, 2003 by and among SYNALLOY CORPORATION , a Delaware
corporation (" Parent "), and each of Parent's Subsidiaries identified on the signature pages hereof (such
Subsidiaries, together with Parent, are referred to hereinafter each individually as a " Borrower ," and individually
and collectively, jointly and severally, as " Borrowers ") and WELLS FARGO FOOTHILL, INC. , formerly
known as Foothill Capital Corporation, a California corporation (" Lender ").
WITNESSETH:
WHEREAS, Borrowers and Lender are party to that certain Loan and Security Agreement dated as of July 26,
2002, as amended by that certain First Amendment to Loan and Security Agreement dated as of January 28,
2003 (as amended, restated, supplemented or otherwise modified from time to time, the " Loan Agreement ")
(capitalized terms used herein without definition shall have the respective meanings ascribed to such terms in the
Loan Agreement); and
WHEREAS, Parent has formed a new subsidiary named Blackman Uhler, LLC, a Delaware limited liability
company (" Blackman Uhler "); and
WHEREAS, Parent has agreed to contribute certain assets to Blackman Uhler pursuant to its Contribution
Agreement with Blackman Uhler dated as of July 24, 2003; and
WHEREAS, Parent has requested that Lender consent to Parent's purchase assets from Rite Industries, Inc., a
Delaware corporation (" Rite "), pursuant to that certain Asset Purchase Agreement between Parent and Rite
dated as of July 22, 2003 (the " Asset Purchase Agreement "), and Lender has agreed to consent to such
purchase pursuant to the terms and conditions set forth herein; and
WHEREAS, Borrowers have also requested that certain terms and conditions of the Loan Agreement be
amended whereby, among other things, Blackman Uhler shall become a Borrower thereunder; and
WHEREAS, Lender has agreed to the requested a