Common use of Limitation of Interest Clause in Contracts

Limitation of Interest. 116 9.10 Severability ...................... 116 9.11 Counterparts ...................... 117 9.12 Headings .......................... 117 9.13 Confidentiality ................... 117 9.14 Entire Agreement; Waiver of Jury Trial, etc. ............. 118 9.15 Effectiveness; Original Credit Agreement .................... 119 9.16 Joint Obligations ................. 119 9.17 Release of NWS/Texas .............. 120 Exhibits Form of Revolving Credit Note Exhibit A-1 Form of Rollover Term Note Exhibit A-2 Form of Assignment and Acceptance Exhibit B Form of Borrowing Base Certificate Exhibit C Request for Extension of Revolving Exhibit D Credit Maturity Date Form of Opinion Exhibit E Form of Administrative Questionnaire Exhibit F Amended and Restated Security Agreement Exhibit G Amended and Restated Pledge Agreement Exhibit H Form of Guarantee Agreement Exhibit I Form of Indemnity, Subrogation and Exhibit J Contribution Agreement AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 16, 1988, as amended and restated as of April 30, 1996, among NORTHWESTERN STEEL AND WIRE COMPANY (as successor, by merger, to NW Acquisition Corporation), an Illinois corporation ("NWS"), NORTHWESTERN STEEL AND WIRE COMPANY (formerly known as H/N Steel Company, Inc.), a Texas corporation and a direct, wholly owned subsidiary of NWS ("NWS/Texas" and, together with NWS, individually a "Borrower" and collectively the "Borrowers"), the Lenders (as defined in Article I), and CHEMICAL BANK, a New York banking corporation, as issuing bank (in such capacity, the "Issuing Bank"), as administrative agent for the Lenders (in such capacity, the "Administrative Agent") and as collateral agent for the Lenders (in such capacity, the "Collateral Agent"). The Borrowers, the Original Lenders and the Administrative Agent are parties to a Credit Agreement dated as of August 16, 1988, as amended and restated as of June 21, 1989, as further amended and restated as of July 27, 1992, and as subsequently amended and in effect prior to the effectiveness of this Agreement (the "Original Credit Agreement"). The Borrowers have requested that the Lenders, the Administrative Agent, the Collateral Agent and the Issuing Bank agree to amend and restate the Original Credit Agreement in order to provide for (a) continuation of the Rollover Term Loans outstanding as of the Effective Date under and pursuant to the terms of this Agreement, without any change to the maturity, interest rate or other payment terms applicable thereto, (b) replacement of the Revolving Credit Commitments under the Original Credit Agreement with Revolving Credit Commitments hereunder providing for Revolving Credit Loans to the Borrowers at any time and from time to time prior to the Revolving Credit Maturity Date, in an aggregate principal amount at any time outstanding not in excess of $100,000,000, the proceeds of which shall be used (i) to pay on the Effective Date all indebtedness and other obligations outstanding under the Original Credit Agreement (other than the Rollover Term Loans and accrued interest thereon), (ii) to pay fees and expenses payable in connection with the amendment and restatement of the Original Credit Agreement and (iii) for working capital and other general corporate purposes of the Borrowers and their 7 Subsidiaries, (c) the issuance of Letters of Credit, in an aggregate face amount at any time outstanding not in excess of $15,000,000, to support payment obligations incurred in the ordinary course of business by the Borrowers and their Subsidiaries and (d) certain other changes to the Original Credit Agreement. The Lenders, the Administrative Agent, the Collateral Agent and the Issuing Bank are willing to agree to such amendment and restatement of the Original Credit Agreement, subject to the terms and conditions hereinafter set forth. Accordingly, the Borrowers, the Lenders, the Administrative Agent, the Collateral Agent and the Issuing Bank hereby agree as follows:

Limitation of Interest. 116 9.10 Severability ...................... 116 9.11 Counterparts ...................... 117 9.12 Headings .......................... 117 9.13 Confidentiality ................... 117 9.14 Entire Agreement; Waiver 94 Section 8.29. Indemnification ..................................................................... 95 Section 8.30. Borrower Acknowledgments ............................................................ 95 Section 8.31. Publicity ........................................................................... 96 Section 8.32. Intentionally omitted ............................................................... 96 Section 8.33. Cross-Collateralization ............................................................. 96 Section 8.34. Time of Jury Trialthe Essence ................................................................. 96 Section 8.35. FINAL AGREEMENT ..................................................................... 96 Section 8.36. [Intentionally omitted] ............................................................. 96 Section 8.37. Joint and Several Liability ......................................................... 96 Section 8.38. Loan Modification ................................................................... 96 Section 8.39. Consent Fees ........................................................................ 96 Section 8.40. Insurance, etc. ............. 118 9.15 Effectiveness; Original Credit Agreement .................... 119 9.16 Joint Obligations ................. 119 9.17 Release of NWS/Texas .............. 120 Exhibits Form of Revolving Credit Note Casualty and Condemnation Provisions ..................................... 97 Exhibit A-1 Form of Rollover Term Note Exhibit A-2 Form of Assignment and Acceptance A Additional Definitions Exhibit B Form of Borrowing Base Certificate Deferred Maintenance Exhibit C Request for Extension of Revolving Individual Properties and Allocated Loan Amounts Exhibit D Credit Maturity Date Form of Opinion Managers Exhibit E Form of Administrative Questionnaire Operating Budget Exhibit F Amended and Restated Security Agreement FF&E Financing Exhibit G Amended and Restated Pledge Agreement Organizational Chart Exhibit H Form of Guarantee Agreement Property Improvement Plans Exhibit I Form of Indemnity, Subrogation and Required Expenditure Amounts for Individual Properties Exhibit J Contribution Agreement AMENDED AND RESTATED CREDIT Capital Improvements and PIP Schedule Schedule 1 Litigation Schedule 2 Amortization Schedule LOAN AGREEMENT dated THIS LOAN AGREEMENT, made as of August 16June 17, 19882005, as amended is by and restated as of April 30between ▇▇▇▇▇▇▇ ▇▇▇▇▇ MORTGAGE LENDING, 1996, among NORTHWESTERN STEEL AND WIRE COMPANY (as successor, by merger, to NW Acquisition Corporation), an Illinois corporation ("NWS"), NORTHWESTERN STEEL AND WIRE COMPANY (formerly known as H/N Steel Company, Inc.)INC., a Texas Delaware corporation and a direct, wholly owned subsidiary of NWS ("NWS/Texas" and, together with NWS, individually a "Borrower" and collectively the "Borrowers"), the Lenders (as defined in Article I), and CHEMICAL BANK, a New York banking corporation, as issuing bank (in such capacity, the and together with its successors and assigns "Issuing BankLender"), and ASHFORD FALLS CHURCH LIMITED PARTNERSHIP, ASHFORD GAITHERSBURG LIMITED PARTNERSHIP, ▇▇▇▇▇▇▇ ▇▇▇▇ MESA SAN DIEGO LIMITED PARTNERSHIP, ASHFORD IRVINE SPECTRUM FOOTHILL RANCH LIMITED PARTNERSHIP and ASHFORD RALEIGH LIMITED PARTNERSHIP, each a Delaware limited partnership (individually and collectively, as administrative agent for the Lenders (in such capacitycontext may require, the together with each Borrower's successors and assigns, "Administrative Agent") and as collateral agent for the Lenders (in such capacity, the "Collateral AgentBorrower"). The Borrowers, the Original Lenders and the Administrative Agent are parties to a Credit Agreement dated as of August 16, 1988, as amended and restated as of June 21, 1989, as further amended and restated as of July 27, 1992, and as subsequently amended and in effect prior to the effectiveness of this Agreement (the "Original Credit Agreement"). The Borrowers have requested that the Lenders, the Administrative Agent, the Collateral Agent and the Issuing Bank agree to amend and restate the Original Credit Agreement in order to provide for (a) continuation of the Rollover Term Loans outstanding as of the Effective Date under and pursuant to the terms of this Agreement, without any change to the maturity, interest rate or other payment terms applicable thereto, (b) replacement of the Revolving Credit Commitments under the Original Credit Agreement with Revolving Credit Commitments hereunder providing for Revolving Credit Loans to the Borrowers at any time and from time to time prior to the Revolving Credit Maturity Date, in an aggregate principal amount at any time outstanding not in excess of $100,000,000, the proceeds of which shall be used (i) to pay on the Effective Date all indebtedness and other obligations outstanding under the Original Credit Agreement (other than the Rollover Term Loans and accrued interest thereon), (ii) to pay fees and expenses payable in connection with the amendment and restatement of the Original Credit Agreement and (iii) for working capital and other general corporate purposes of the Borrowers and their 7 Subsidiaries, (c) the issuance of Letters of Credit, in an aggregate face amount at any time outstanding not in excess of $15,000,000, to support payment obligations incurred in the ordinary course of business by the Borrowers and their Subsidiaries and (d) certain other changes to the Original Credit Agreement. The Lenders, the Administrative Agent, the Collateral Agent and the Issuing Bank are willing to agree to such amendment and restatement of the Original Credit Agreement, subject to the terms and conditions hereinafter set forth. Accordingly, the Borrowers, the Lenders, the Administrative Agent, the Collateral Agent and the Issuing Bank hereby agree as follows:.

Limitation of Interest. 116 9.10 Severability ...................... 116 9.11 Counterparts ...................... 117 9.12 Headings .......................... 117 9.13 Confidentiality ................... 117 9.14 Entire Agreement; Waiver of Jury Trial, etc99 Section 8.30 [Intentionally Deleted.............. 100 Section 8.31. ............. 118 9.15 Effectiveness; Original Credit Agreement .................... 119 9.16 Joint Obligations ................. 119 9.17 Indemnification..................... 100 Section 8.32. Borrowers' Acknowledgments.......... 100 Section 8.33. Lender as Shareholder............... 101 Section 8.34. Release of NWS/Texas .............. 120 Exhibits Form Acreage at ▇▇▇▇▇▇▇ Facility.................. 101 EXHIBITS Exhibit A - Assignment of Revolving Credit Note Exhibit A-1 Form of Rollover Term Note Exhibit A-2 Form of Assignment Management Agreement and Acceptance Agreements Affecting Real Estate Exhibit B Form - Assignment of Borrowing Base Leases and Rents Exhibit C - Manager's Consent and Subordination of Management Agreement Exhibit D - Mortgage, Assignment of Rents, Security Agreement and Fixture Filing Exhibit G - [Intentionally deleted] Exhibit H - [Intentionally deleted] Exhibit I - Surveyor's Certification Exhibit J - Opinions of Counsel (2) Exhibit K - Allocated Loan Amounts Exhibit L - [Intentionally Deleted] Exhibit M - Secretary's Certificate Exhibit C Request for Extension N - Cash Collateral Accounts Exhibit O - Certificate of Revolving Lender Exhibit D Credit Maturity Date Form of Opinion Exhibit E Form of Administrative Questionnaire Exhibit F Amended and Restated Security P - CC Account Agreement Exhibit G Amended and Restated Pledge Agreement Q - Letters of Instruction Exhibit H Form of Guarantee Agreement R - Title Instruction Letter Exhibit I Form of IndemnityS - Zoning Letter Exhibit T - Disbursement Accounts LOAN AGREEMENT THIS LOAN AGREEMENT, Subrogation and Exhibit J Contribution Agreement AMENDED AND RESTATED CREDIT AGREEMENT dated made as of August 16October 31, 19881995, as amended is by and restated as of April 30among NOMURA ASSET CAPITAL CORPORATION, 1996a Delaware corporation, among NORTHWESTERN STEEL AND WIRE COMPANY having an address at 2 World ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Telefax Number ▇▇▇-▇▇▇-▇▇▇▇ (as successortogether, by mergerwith its successors and assigns, to NW Acquisition Corporation"Lender"), an Illinois JAYBER, INC., a New Jersey corporation ("NWSJayber"), NORTHWESTERN STEEL AND WIRE COMPANY P.V.M. ASSOCIATES, INC., a Florida corporation (formerly known as H/N Steel Company, Inc."P.V.M."), CONTINENTAL ▇▇▇▇▇▇▇ HOLDINGS, INC., a Texas New Jersey corporation and a direct, wholly owned subsidiary of NWS ("NWS/Texas" and▇▇▇▇▇▇▇") and POMPTON AVENUE ASSOCIATES, together INC., a New Jersey corporation ("Pompton"), all with NWSan address of ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, individually ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Telefax Number ▇▇▇-▇▇▇-▇▇▇▇ (each a "Borrower" and collectively collectively, the "Borrowers"), the Lenders (as defined in Article I), and CHEMICAL BANK, a New York banking corporation, as issuing bank (in such capacity, the "Issuing Bank"), as administrative agent for the Lenders (in such capacity, the "Administrative Agent") and as collateral agent for the Lenders (in such capacity, the "Collateral Agent"). The Borrowers, the Original Lenders and the Administrative Agent are parties to a Credit Agreement dated as of August 16, 1988, as amended and restated as of June 21, 1989, as further amended and restated as of July 27, 1992, and as subsequently amended and in effect prior to the effectiveness of this Agreement (the "Original Credit Agreement"). The Borrowers have requested that the Lenders, the Administrative Agent, the Collateral Agent and the Issuing Bank agree to amend and restate the Original Credit Agreement in order to provide for (a) continuation of the Rollover Term Loans outstanding as of the Effective Date under and pursuant to the terms of this Agreement, without any change to the maturity, interest rate or other payment terms applicable thereto, (b) replacement of the Revolving Credit Commitments under the Original Credit Agreement with Revolving Credit Commitments hereunder providing for Revolving Credit Loans to the Borrowers at any time and from time to time prior to the Revolving Credit Maturity Date, in an aggregate principal amount at any time outstanding not in excess of $100,000,000, the proceeds of which shall be used (i) to pay on the Effective Date all indebtedness and other obligations outstanding under the Original Credit Agreement (other than the Rollover Term Loans and accrued interest thereon), (ii) to pay fees and expenses payable in connection with the amendment and restatement of the Original Credit Agreement and (iii) for working capital and other general corporate purposes of the Borrowers and their 7 Subsidiaries, (c) the issuance of Letters of Credit, in an aggregate face amount at any time outstanding not in excess of $15,000,000, to support payment obligations incurred in the ordinary course of business by the Borrowers and their Subsidiaries and (d) certain other changes to the Original Credit Agreement. The Lenders, the Administrative Agent, the Collateral Agent and the Issuing Bank are willing to agree to such amendment and restatement of the Original Credit Agreement, subject to the terms and conditions hereinafter set forth. Accordingly, the Borrowers, the Lenders, the Administrative Agent, the Collateral Agent and the Issuing Bank hereby agree as follows:.

Limitation of Interest. 116 9.10 Severability ...................... 116 9.11 Counterparts ...................... 117 9.12 Headings .......................... 117 9.13 Confidentiality ................... 117 9.14 Entire Agreement74 11.8 SURVIVAL......................................................74 11.9 CAPTIONS......................................................75 11.10 COUNTERPARTS..................................................75 11.11 VENUE; Waiver of Jury Trial, etc. ............. 118 9.15 EffectivenessGOVERNING LAW..........................................75 11.12 SEVERABILITY..................................................76 11.13 TAX FORMS; Original Credit Agreement .................... 119 9.16 Joint Obligations ................. 119 9.17 Release of NWS/Texas .............. 120 Exhibits Form of Revolving Credit Note Exhibit NET PAYMENTS.......................................76 11.14 INTEREST ACT (CANADA).........................................77 11.15 JUDGMENT CURRENCY.............................................77 11.16 CONFLICTS BETWEEN THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.77 11.17 LIMITATION ON CHARGES; SUBSTITUTE LENDERS; NON-DISCRIMINATION.77 EXHIBITS -------- A-1 Form of Rollover Term Note Exhibit A-2 Form of Assignment and Acceptance Exhibit B Form of Borrowing Base Certificate Exhibit C -- Request for Extension of Revolving Exhibit Credit (U.S. Borrower) A-2 -- Request for Extension of Credit (Canadian Borrower) B -- Rate Designation Notice C -- Canadian Note D Credit Maturity Date Form of Opinion Exhibit -- U.S. Note E Form of Administrative Questionnaire Exhibit -- Assignment and Acceptance F Amended -- Compliance Certificate G -- Bankers' Acceptance Notice H -- Canadian Dollar Note I -- Subsidiaries (Showing Percentage Ownership) J -- Existing Borrowed Money Indebtedness LOAN AGREEMENT THIS LOAN AGREEMENT is made and Restated Security Agreement Exhibit G Amended and Restated Pledge Agreement Exhibit H Form of Guarantee Agreement Exhibit I Form of Indemnity, Subrogation and Exhibit J Contribution Agreement AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 16, 1988, as amended and restated entered into as of April 30, 1996, among NORTHWESTERN STEEL AND WIRE COMPANY 1999 (as successor, by merger, to NW Acquisition Corporation), an Illinois corporation (the "NWSEFFECTIVE DATE"), NORTHWESTERN STEEL AND WIRE COMPANY (formerly known as H/N Steel Companyby and among RAILTEX, Inc.)INC., a Texas corporation and (the "U.S. BORROWER"); RAILTEX CANADA, INC., an Ontario corporation (the "CANADIAN BORROWER"); each of the lenders which is or may from time to time become a directparty hereto (individually, wholly owned subsidiary of NWS (a "NWS/TexasLENDER" and, together with NWScollectively, individually a "Borrower" and collectively the "BorrowersLENDERS", which terms shall include U.S. Lenders and Canadian Lenders); CHASE BANK OF TEXAS, NATIONAL ASSOCIATION ("CHASE TEXAS"), a national banking association, as agent for the U.S. Lenders (as defined in Article I)such capacity, and CHEMICAL BANK, a New York banking corporation, as issuing bank (together with its successors in such capacity, the "Issuing BankU.S. AGENT"), WELLS FARGO BANK (TEXAS), NATIONAL ASSOCIATION, as administrative Syndication Agent, ▇▇▇IONAL BANK OF CANADA and CREDIT LYONNAIS NEW YORK BRANCH, as Managing Agents, ABN AMRO BANK N.V., as Documentation Agent, and THE CHASE MANHATTAN BANK OF CANADA, as agent for the Canadian Lenders (in such capacity, the "Administrative Agent") and as collateral agent for the Lenders (together with its successors in such capacity, the "Collateral AgentCANADIAN AGENT"). The Borrowers, the Original Lenders and the Administrative Agent are parties to a Credit Agreement dated as of August 16, 1988, as amended and restated as of June 21, 1989, as further amended and restated as of July 27, 1992, and as subsequently amended and in effect prior to the effectiveness of this Agreement (the "Original Credit Agreement"). The Borrowers have requested that the Lenders, the Administrative Agent, the Collateral Agent and the Issuing Bank agree to amend and restate the Original Credit Agreement in order to provide for (a) continuation of the Rollover Term Loans outstanding as of the Effective Date under and pursuant to the terms of this Agreement, without any change to the maturity, interest rate or other payment terms applicable thereto, (b) replacement of the Revolving Credit Commitments under the Original Credit Agreement with Revolving Credit Commitments hereunder providing for Revolving Credit Loans to the Borrowers at any time and from time to time prior to the Revolving Credit Maturity Date, in an aggregate principal amount at any time outstanding not in excess of $100,000,000, the proceeds of which shall be used (i) to pay on the Effective Date all indebtedness and other obligations outstanding under the Original Credit Agreement (other than the Rollover Term Loans and accrued interest thereon), (ii) to pay fees and expenses payable in connection with the amendment and restatement of the Original Credit Agreement and (iii) for working capital and other general corporate purposes of the Borrowers and their 7 Subsidiaries, (c) the issuance of Letters of Credit, in an aggregate face amount at any time outstanding not in excess of $15,000,000, to support payment obligations incurred in the ordinary course of business by the Borrowers and their Subsidiaries and (d) certain other changes to the Original Credit Agreement. The Lenders, the Administrative Agent, the Collateral Agent and the Issuing Bank are willing to agree to such amendment and restatement of the Original Credit Agreement, subject to the terms and conditions hereinafter set forth. Accordingly, the Borrowers, the Lenders, the Administrative Agent, the Collateral Agent and the Issuing Bank hereby hereto agree as follows: