SECOND AMENDMENT AGREEMENT

Exhibit 10.3

This SECOND AMENDMENT AGREEMENT (this “Amendment”) is made as of the 10^th day of March, 2011 among:

(a) GIBRALTAR INDUSTRIES, INC., a Delaware corporation (“Gibraltar”);

(b) GIBRALTAR STEEL CORPORATION OF NEW YORK, a New York corporation (“GSNY” and, together with Gibraltar, collectively, “Borrowers” and, individually, each a “Borrower”);

(d) KEYBANK NATIONAL ASSOCIATION, as the lead arranger, sole book runner and administrative agent for the Lenders under the Credit Agreement (“Agent”);

(e) JPMORGAN CHASE BANK, N.A. and BMO XXXXXX FINANCING, INC., formerly known as BMO Capital Markets Financing, Inc., as co-syndication agents; and

(f) HSBC BANK USA, NATIONAL ASSOCIATION and MANUFACTURERS AND TRADERS TRUST COMPANY, as co-documentation agents.

WHEREAS, Borrowers, Agent and the Lenders are parties to that certain Third Amended and Restated Credit Agreement, dated as of July 24, 2009, that provides, among other things, for loans and letters of credit aggregating Two Hundred Million Dollars ($200,000,000), 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, Borrowers, 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, the receipt and sufficiency of which is hereby acknowledged, Borrowers, Agent and the Lenders agree as follows:

1. Amendment to Definitions in the Credit Agreement. Section 1.1 of the Credit Agreement is hereby amended to delete the definition of “Fixed Charge Coverage Ratio” therefrom and to insert in place thereof the following:

“Fixed Charge Coverage Ratio” means, as determined for the most recently completed four fiscal quarters of Gibraltar, on a Consolidated basis and in accordance with GAAP, the ratio of (a) (i) Consolidated EBITDA, minus (ii) Consolidated Unfunded Capital Expenditures, minus (iii) Consolidated Income Tax Expense paid in cash (net of tax refunds received in cash) but excluding taxes paid in cash that are specifically attributable to the gain from the United Steel Products and Renown Disposition, minus (iv) Capital Distributions; to (b) Consolidated Fixed Charges.

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

“Renown” means Renown Specialties Company Ltd., a company organized under the law of Canada.

“United Steel Products” means United Steel Products Company, Inc., a Minnesota corporation.

“United Steel Products and Renown Disposition” means the sale by GSNY of all of its outstanding equity interests in United Steel Products and Renown pursuant to the United Steel Products and Renown Disposition Documents.

“United Steel Products and Renown Disposition Date” means the date that the United Steel Products and Renown Disposition is consummated, pursuant to the United Steel Products and Renown Disposition Documents.

“United Steel Products and Renown Disposition Documents” means the United Steel Products and Renown Purchase Agreement and each other document executed and delivered in connection therewith.

“United Steel Products and Renown Purchase Agreement” means (a) that certain Stock Purchase Agreement, dated as of March 10, 2011, among GSNY, MiTech Industries, Inc., a Missouri corporation and MiTech Canada Ltd., a company organized under the law of Canada.

3. Amendment to Addition of Borrowing Base Company Provisions. Section 2.15 of the Credit Agreement is hereby amended to delete subsection (a) therefrom and to insert in place thereof the following:

(a) such Domestic Subsidiary shall have complied with all requirements of Section 5.20 hereof,

4. Addition to Merger and Sale of Asset Covenant Provisions. Section 5.12 of the Credit Agreement is hereby amended to add the following new subsection (k) at the end thereof:

(k) if no Default or Event of Default shall have occurred and be continuing or would result therefrom, GSNY may consummate the United Steel Products and Renown Disposition, provided that:

(i) the United Steel Products and Renown Disposition is on an arm’s length basis and has been approved by the board of directors of GSNY;

(ii) at least eighty percent (80%) of the consideration for the United Steel Products and Renown Disposition consists of cash;

(iii) one hundred percent (100%) of the Net Cash Proceeds from the United Steel Products and Renown Disposition shall (A) first, if there are any Revolving Loans outstanding, be applied to the Revolving Loans, with such payment first to be applied to the outstanding Base Rate Loans and then to the outstanding Eurodollar Loans, and (B) second, be applied or used for such purposes as Borrowers deem appropriate (but not inconsistent with this Agreement); and

(iv) the United Steel Products and Renown Disposition occurs prior to April 30, 2011.

5. Amendment to Schedules After the United Steel Products and Renown Disposition Date. Upon the acceptance by Agent of the updated Schedules to the Credit Agreement pursuant to Section 7 hereof, the Credit Agreement shall be amended to delete Schedule 2 (Guarantors of Payment), Schedule 3 (Borrowing Base Companies), Schedule 4 (Real Property), Schedule 5 (Pledged Securities), Schedule 6.1 (Corporate Existence; Subsidiaries; Foreign Qualification), Schedule 6.9 (Locations) and Schedule 6.17 (Intellectual Property) therefrom, and to insert in place thereof, respectively, a new Schedule 2, Schedule 3, Schedule 4, Schedule 5, Schedule 6.1, Schedule 6.9 and Schedule 6.17.

6. Closing Deliveries. Concurrently with the execution of this Amendment, Borrowers shall:

(a) cause each Guarantor of Payment to execute the attached Guarantor Acknowledgment and Agreement; and

(b) pay all legal fees and expenses of Agent in connection with this Amendment and any other Loan Documents.

7. Required Deliveries After the United Steel Products and Renown Disposition. Within twenty (20) days after the United Steel Products and Renown Disposition Date, unless a longer period is agreed to by Agent in writing, Borrowers shall deliver to Agent the following

replacement Schedules to the Credit Agreement, in each case, as may be requested by Agent, to be in form and substance acceptable to Agent and giving effect to the United Steel Products and Renown Disposition: Schedule 2 (Guarantors of Payment), Schedule 3 (Borrowing Base Companies), Schedule 4 (Real Property), Schedule 5 (Pledged Securities), Schedule 6.1 (Corporate Existence; Subsidiaries; Foreign Qualification), Schedule 6.9 (Locations) and Schedule 6.17 (Intellectual Property);

8. Representations and Warranties. Borrowers hereby represent and warrant to Agent and the Lenders that (a) Borrowers have the legal power and authority to execute and deliver this Amendment; (b) the officers executing this Amendment have been duly authorized to execute and deliver the same and bind Borrowers with respect to the provisions hereof; (c) the execution and delivery hereof by Borrowers and the performance and observance by Borrowers of the provisions hereof do not violate or conflict with the Organizational Documents of Borrowers or any law applicable to Borrowers or result in a breach of any provision of or constitute a default under any other agreement, instrument or document binding upon or enforceable against Borrowers; (d) no Default or Event of Default exists, nor will any occur immediately after the execution and delivery of this Amendment or by the performance or observance of any provision hereof; (e) each of the representations and warranties contained in the Loan Documents is true and correct in all material respects as of the date hereof as if made on the date hereof, except to the extent that any such representation or warranty expressly states that it relates to an earlier date (in which case such representation or warranty is true and correct in all material respects as of such earlier date); (f) Borrowers are not aware of any claim or offset against, or defense or counterclaim to, Borrowers’ obligations or liabilities under the Credit Agreement or any Related Writing; and (g) this Amendment constitutes a valid and binding obligation of Borrowers in every respect, enforceable in accordance with its terms.

9. Waiver and Release. Borrowers, by signing below, hereby waive and release Agent and each of the Lenders, and their respective directors, officers, employees, attorneys, affiliates and subsidiaries, from any and all claims, offsets, defenses and counterclaims of which Borrowers are aware, 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.

10. References to Credit Agreement and Ratification. Each reference to the Credit Agreement that is made in the Credit Agreement or any other Related Writing shall hereafter be construed as a reference to the Credit Agreement as amended hereby. Except as herein otherwise specifically provided, all terms and provisions of the Credit Agreement are confirmed and ratified and shall remain in full force and effect and be unaffected hereby. This Amendment is a Loan Document.

11. Counterparts. This Amendment 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 taken together shall constitute but one and the same agreement.

12. Headings. The headings, captions and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment.

13. Severability. Any term or provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment and the effect thereof shall be confined to the term or provision so held to be invalid or unenforceable.

14. Governing Law. The rights and obligations of all parties hereto shall be governed by the laws of the State of New York, without regard to principles of conflicts of laws.

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JURY TRIAL WAIVER. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the date first set forth above.


	GIBRALTAR INDUSTRIES, INC.
	By:
		Name:
		Title:

	GIBRALTAR STEEL CORPORATION OF NEW YORK
	By:
		Name:
		Title:

	KEYBANK NATIONAL ASSOCIATION, as Agent and as a Lender
	By:
		Name:
		Title:

	MANUFACTURERS AND TRADERS TRUST COMPANY, as a Co-Documentation Agent and a Lender
	By:
		Name:
		Title:

Signature Page 1 of 3 to
Second Amendment Agreement


	JPMORGAN CHASE BANK, N.A., as a Co-Syndication Agent and a Lender
	By:
		Name:
		Title:

	BMO XXXXXX FINANCING, INC., as a Co-Syndication Agent and a Lender
	By:
		Name:
		Title:

	XXXXXX X.X., as a Fronting Lender
	By:
		Name:
		Title:

	HSCB BANK USA, NATIONAL ASSOCIATION, as a Co-Documentation Agent and a Lender
	By:
		Name:
		Title:

	BANK OF AMERICA, N.A., as a Lender
	By:
		Name:
		Title:

	PNC BANK, NATIONAL ASSOCIATION, as successor to National City Bank, as a Lender
	By:
		Name:
		Title:

Signature Page 2 of 3 to
Second Amendment Agreement


	US BANK, NATIONAL ASSOCIATION, as a Lender
	By:
		Name:
		Title:

	RBS CITIZENS, NATIONAL ASSOCIATION, as a Lender
	By:
		Name:
		Title:

	FIRST NIAGARA BANK, N.A., as a Lender
	By:
		Name:
		Title:

	COMERICA BANK, as a Lender
	By:
		Name:
		Title:

	PNC BANK, NATIONAL ASSOCIATION, as a Lender
	By:
		Name:
		Title:

Signature Page 3 of 3 to
Second Amendment Agreement

GUARANTOR ACKNOWLEDGMENT AND AGREEMENT

The undersigned consent and agree to and acknowledge the terms of the foregoing Second Amendment Agreement, dated as of March 10, 2011. The undersigned further agree that the obligations of the undersigned pursuant to the Guaranty of Payment executed by the undersigned are hereby ratified and shall remain in full force and effect and be unaffected hereby.

The undersigned hereby waive and release Agent and the Lenders and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of any kind or nature, absolute and contingent, of which the undersigned are aware or should be aware, 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.

JURY TRIAL WAIVER. THE UNDERSIGNED, TO THE EXTENT PERMITTED BY LAW, HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWERS, AGENT, THE LENDERS AND THE UNDERSIGNED, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AMENDMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.


AIR VENT INC.		ALABAMA METAL INDUSTRIES CORPORATION

By:		By:
	Name:		Name:
	Title:		Title:

APPLETON SUPPLY CO., INC.		UNITED STEEL PRODUCTS COMPANY, INC.

By:		By:
	Name:		Name:
	Title:		Title:

CONSTRUCTION METALS, LLC		DIAMOND PERFORATED METALS, INC.

By:		By:
	Name:		Name:
	Title:		Title:


DRAMEX INTERNATIONAL INC		XXXXXXXX CORPORATION

By:		By:
	Name:		Name:
	Title:		Title:

XXXXXXXX CORPORATION OF KANSAS		GIBRALTAR INTERNATIONAL, INC.

By:		By:
	Name:		Name:
	Title:		Title:

GIBRALTAR STRIP STEEL, INC.		XXXX/NORWESCO, LLC

By:		By:
	Name:		Name:
	Title:		Title:

SEA SAFE, INC.		SOLAR GROUP, INC.

By:		By:
	Name:		Name:
	Title:		Title:

SOLAR OF MICHIGAN, INC.		SOUTHEASTERN METALS MANUFACTURING COMPANY, INC.

By:		By:
	Name:		Name:
	Title:		Title:

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SECOND AMENDMENT AGREEMENT

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