1 EXHIBIT 10.1 AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 30, 1997

1
EXHIBIT 10.1

$100,000,000

AMENDED AND RESTATED CREDIT AGREEMENT

dated as of July 30, 1997

among

ROUGE INDUSTRIES, INC.

ROUGE STEEL COMPANY,

the financial institutions party hereto,

and

THE CHASE MANHATTAN BANK,

as Agent
2

TABLE OF CONTENTS

Page
----

SECTION 1. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.2 Terms Generally . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

SECTION 2. AMOUNT AND TERMS OF CREDIT FACILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 2.1 Revolving Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 2.2 Swingline Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 2.3 Competitive Bid Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 2.4 Notice of Borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 2.5 Disbursement of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 2.6 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 2.7 Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 2.8 Interest Periods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 2.9 Minimum Amount of LIBOR Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 2.10 Conversion or Continuation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 2.11 Voluntary Reduction of Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 2.12 Voluntary Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 2.13 Mandatory Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 2.14 Application of Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 2.15 Method and Place of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 2.16 Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 2.17 Interest Rate Unascertainable, Increased Costs, Illegality . . . . . . . . . . . . . . . . . . . . . . 38
Section 2.18 Funding Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Section 2.19 Increased Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Section 2.20 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Section 2.21 Mitigation; Calculations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 2.22 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

SECTION 2A. LETTERS OF CREDIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 2A.1 Issuance of Letters of Credit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 2A.2 Participation in Letters of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Section 2A.3 Reimbursement of Letter of Credit Drawings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Section 2A.4 Letter of Credit Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 2A.5 Increased Costs, Illegality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

SECTION 3. CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 3.1 Conditions Precedent to Effectiveness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 3.2 Conditions Precedent to All Loans and Issuance of Letters of Credit . . . . . . . . . . . . . . . . . . . 53

Page
----

SECTION 4. REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 4.1 Corporate Status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 4.2 Corporate Power and Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 4.3 No Violation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 4.4 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Section 4.5 Financial Statements; Financial Condition; etc . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Section 4.6 Projections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Section 4.7 Material Adverse Change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Section 4.8 Use of Proceeds; Margin Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
Section 4.9 Governmental Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
Section 4.10 Tax Returns and Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
Section 4.11 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
Section 4.12 Investment Company Act; Public Utility Holding Company Act . . . . . . . . . . . . . . . . . . . . . . 58
Section 4.13 No Material Adverse Effect as of Restatement Effective Date. . . . . . . . . . . . . . . . . . . . . . 59
Section 4.14 Corporate Structure; Capitalization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Section 4.15 Environmental Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Section 4.16 Patents, Trademarks, etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Section 4.17 Ownership of Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Section 4.18 No Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Section 4.19 Licenses, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Section 4.20 Compliance with Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Section 4.21 No Burdensome Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Section 4.22 Property Rights, Services, etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
Section 4.23 Merger/Restructuring . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62

SECTION 5. AFFIRMATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
Section 5.1 Information Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
Section 5.2 Books, Records and Inspections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
Section 5.3 Maintenance of Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
Section 5.4 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
Section 5.5 Corporate Franchises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
Section 5.6 Compliance with Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
Section 5.7 Performance of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
Section 5.8 Maintenance of Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
Section 5.9 Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70

SECTION 6. NEGATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
Section 6.1 Financial Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
Section 6.2 Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
Section 6.3 Restriction on Fundamental Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
Section 6.4 Sale of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
Section 6.5 Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
Section 6.6 Advances, Investments and Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
Section 6.7 Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
Section 6.8 Changes in Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78

ii
4

Page
----

Section 6.9 Certain Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
Section 6.10 Fiscal Year; Fiscal Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
Section 6.11 Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79

SECTION 7. EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
Section 7.1 Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
Section 7.2 Rights and Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83

SECTION 8. THE AGENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
Section 8.1 Appointment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
Section 8.2 Delegation of Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
Section 8.3 Exculpatory Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
Section 8.4 Reliance by the Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
Section 8.5 Notice of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
Section 8.6 Non-Reliance on the Agent and Other Banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
Section 8.7 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87
Section 8.8 The Agent in Its Respective Individual Capacity . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
Section 8.9 Successor Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88

SECTION 9. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
Section 9.1 Payment of Expenses, Indemnity, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
Section 9.2 Right of Setoff . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90
Section 9.3 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
Section 9.4 Successors and Assigns; Participations; Assignments . . . . . . . . . . . . . . . . . . . . . . . . . . 91
Section 9.5 Amendments and Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
Section 9.6 No Waiver; Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
Section 9.7 Sharing of Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
Section 9.8 Governing Law; Submission to Jurisdiction; Appointment of Agent . . . . . . . . . . . . . . . . . . . . 96
Section 9.9 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
Section 9.10 Headings Descriptive . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
Section 9.11 Marshalling; Recapture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
Section 9.12 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
Section 9.13 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
Section 9.14 Domicile of Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
Section 9.15 Limitation of Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
Section 9.16 Waiver of Trial by Jury . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
Section 9.17 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98

iii

Annex 1 Revolving Loan Commitments
Exhibit A-1 Form of Revolving Note
Exhibit A-2 Form of Competitive Bid Note
Exhibit A-3 Form of Swingline Note
Exhibit B Form of Competitive Bid Quote Request
Exhibit C Form of Invitation for Competitive Bid Quotes
Exhibit D Form of Competitive Bid Quote
Exhibit E Form of Notice of Acceptance/Non Acceptance
Exhibit F Form of Letter of Credit Request
Exhibit G-1 Form of Opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇
Exhibit G-2 Form of Opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP
Exhibit H Form of Transfer Supplement
Exhibit I Form of Holdings Guaranty

Schedule 4.4 Litigation
Schedule 4.11 ERISA Events
Schedule 4.14 Subsidiaries/Double Eagle
Schedule 4.15 Environmental Matters
Schedule 5.1(h) SEC Filings
Schedule 5.3 Insurance
Schedule 6.2 Liens
Schedule 6.3(e) Subsidiaries
Schedule 6.4 Permitted Asset Sales
Schedule 6.7 Transactions with Affiliates

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 30, 1997,
among ROUGE INDUSTRIES, INC., a Delaware corporation ("Holdings"), ROUGE STEEL
COMPANY, a Delaware corporation (the "Borrower"), the financial institutions
which are or may become a party hereto (individually a "Bank" and collectively
the "Banks"), and THE CHASE MANHATTAN BANK, in its capacity as agent for the
Banks.

The Borrower, the Banks and the Agent are parties to a certain Credit
Agreement, dated as of November 29, 1994 (as heretofore amended, the "Existing
Credit Agreement") pursuant to which the Borrower requested that the Banks and
the Swingline Lender extend credit in order to enable the Borrower to borrow, on
the terms and subject to the conditions set forth in the Existing Credit
Agreement, Revolving Loans in an aggregate principal amount not to exceed, when
aggregated with outstanding Competitive Bid Loans, outstanding Swingline Loans
and Letter of Credit Outstandings, $100,000,000 at any time outstanding,
Competitive Bid Loans in an aggregate principal amount not to exceed $25,000,000
at any time outstanding, Swingline Loans not to exceed an aggregate principal
amount equal to $10,000,000 at any time outstanding and for the Issuing Bank to
issue Letters of Credit in an aggregate face amount not to exceed $10,000,000 at
any time outstanding.

Pursuant to a corporate restructuring intended to be consummated
concurrently with the execution and delivery of this Agreement, all of the
Borrower's outstanding capital stock shall be owned directly by Holdings. In
connection with such restructuring, the Borrower has requested that the Existing
Credit Agreement be amended and restated in its entirety pursuant to this
Agreement (as defined below) and that Holdings become a party hereto.

Accordingly, the parties hereto agree that the Existing Credit
Agreement is amended as restated in its entirety as follows:

SECTION 1. DEFINITIONS

Section 1.1 Definitions. As used herein, the following terms shall
have the meanings herein specified unless the context otherwise requires.
Defined terms in this Agreement shall include in the singular number the plural
and in the plural number the singular.

"Absolute Rate Auction" shall mean a solicitation of Competitive Bid
Quotes setting Competitive Bid Absolute Rates pursuant to Section 2.3.

"Affiliate" shall mean, with respect to any Person, any other Person
directly or indirectly controlling (including but not limited to all directors
and executive officers of such Person), controlled by, or under direct or
indirect common control with such Person. A Person shall be deemed to control a
corporation if such Person possesses, directly or indirectly, the power to (x)
vote 5% or more of the securities having ordinary voting power for the election
of directors of such corporation or (y) direct or cause the direction of the
management and policies of such corporation, whether through the ownership of
voting securities, by contract or otherwise, provided, that no Bank shall be
deemed an Affiliate of the Borrower or Holdings.

"Agent" shall mean The Chase Manhattan Bank acting in its capacity as
agent for the Banks and any successor agent appointed in accordance with Section
8.9.

"Agent's Office" shall mean the office of the Agent located at 4 Chase
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, telephone number: (718)
▇▇▇-▇▇▇▇; facsimile number: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: New York Agency or such
other office as the Agent may hereafter designate in writing as such to the
other parties hereto.

"Agreement" shall mean this Amended and Restated Credit Agreement as
the same may from time to time hereafter be further amended, modified, restated
or otherwise supplemented.

"Annual Increase" shall mean, for any fiscal year of Holdings, an
amount equal to 50% of Net Income (but only if positive) for such Fiscal Year.

2
8

"Applicable Margin" shall mean (i) with respect to Base Rate Loans, 0%
and (ii) with respect to LIBOR Loans, for the period from the Closing Date to,
but not including, the initial Margin Adjustment Date, 0.375%, and thereafter
the applicable margin set forth opposite the Leverage Ratio set forth below:

Leverage Ratio Applicable Margin

Greater than 1.50 0.675%

Equal to or less than
1.50 but greater than 1.00 0.425%

Equal to or less than 1.00 0.250%

For purposes of determining the Applicable Margin for LIBOR Loans, the
Leverage Ratio will be determined at the end of each fiscal quarter of the
Borrower (a "Margin Determination Date"). Such Applicable Margin determined on
a Margin Determination Date will be effective (a "Margin Adjustment Date")
commencing on the fifth day after Agent's receipt of the financial statements
delivered pursuant to Section 5.1(a) or (b) and the compliance certificate
executed and delivered by an Authorized Officer pursuant to Section 5.1(e)
certifying the Leverage Ratio for the previous fiscal quarter, and shall be
effective with respect to all LIBOR Loans made, continued or converted on or
after such Margin Adjustment Date. Notwithstanding the foregoing, if a lower
Applicable Margin would be effective on any Margin Adjustment Date and a Default
or Event of Default exists on such date or Holdings and/or the Borrower has
failed to deliver the financial statements and compliance certificate described
in Section 5.1(a) or (b) and 5.1(e), respectively, with respect to a fiscal
quarter or fiscal year in accordance with the provisions thereof, then such
Applicable Margin shall not be so reduced until such Default or Event of Default
shall be cured or waived or Holdings and/or the Borrower shall have delivered
such financial statements and compliance certificate in accordance with the
provisions of Section 5.1(a) or (b) and 5.1(e), as the case may be.

"Authorized Officer" shall mean, with respect to any Person, the Chief
Executive Officer, the President, any Vice President, the Chief Financial
Officer

3
9

and, with respect to financial matters, the Chief Financial Officer, in each
case whose name appears on an incumbency certificate of such Person delivered to
the Agent.

"Bank" and "Banks" shall have the meaning provided in the preamble of
this Agreement.

"Bankruptcy Code" shall mean Title 11 of the United States Code
entitled "Bankruptcy", as amended from time to time, and any successor statute
or statutes.

"Base Rate" shall mean, at any particular date, the higher of (a) the
Prime Rate and (b) the sum of 1/2 of 1% per annum and the Federal Funds Rate.

"Base Rate Loans" shall mean Revolving Loans made and/or being
maintained at a rate of interest based upon the Base Rate.

"Borrower" shall have the meaning provided in the first paragraph of
this Agreement.

"Borrowing" shall mean the incurrence of one Type of Loan of one
Facility from all the Banks having Revolving Loan Commitments for such Type of
Loan on a given date (or resulting from conversions or continuations on a given
date), having in the case of LIBOR Loans the same Interest Period.

"Business Day" shall mean (i) for all purposes other than as covered
by clause (ii) below, any day excluding Saturday, Sunday and any day which shall
be in New York City or Detroit, Michigan a legal holiday or a day on which
banking institutions are authorized or required by law or other government
actions to close and (ii) with respect to all notices and determinations in
connection with, conversions and continuations of, and payments of principal and
interest on, LIBOR Loans, any day which is a Business Day described in clause
(i) and which is also a day for trading by and between banks for U.S. dollar
deposits in the relevant interbank LIBOR market.

"Capitalized Lease" shall mean (a) any lease of property, real or
personal, the obligations under which are capitalized on the consolidated
balance sheet of

4
10

Holdings and (b) any other such lease to the extent that the then present value
of the minimum rental commitment thereunder should, in accordance with GAAP, be
capitalized on a balance sheet of the lessee.

"Cash Equivalents" shall mean (i) securities issued or directly and
fully guaranteed or insured by the United States of America or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States of America is pledged in support thereof), (ii) time deposits and
certificates of deposit of any Bank or any domestic commercial bank of
recognized standing having capital and surplus in excess of $500,000,000 with
maturities of not more than 90 days from the date of acquisition thereof, (iii)
money market funds, (iv) fully secured repurchase obligations for underlying
securities of the types described in clause (i) entered into with any bank
meeting the qualifications specified in clause (ii) above or entered into with
broker-dealers which have a short-term credit rating of at least A-1 or the
equivalent by S&P, at least P-1 or the equivalent by ▇▇▇▇▇'▇ or at least TBW-1
or the equivalent by Thomson BankWatch, (v) commercial paper issued by any
financial institution or corporation which in each case is rated at least A-2 or
the equivalent thereof by S&P or at least P-2 or the equivalent thereof by
▇▇▇▇▇'▇ and in each case, maturing within 270 days after the date of
acquisition; (vi) commercial paper issued by corporations rated at least A-3 or
the equivalent by S&P or at least P-3 or the equivalent by ▇▇▇▇▇'▇ and in any
case with a remaining term of not more than 91 days; (vii) medium term notes
issued by any domestic corporation which have been rated at least BBB or the
equivalent by S&P with a remaining term of not more than 540 days; (viii)
corporate bonds issued by any domestic corporation which have been rated at
least BBB or the equivalent by S&P with a remaining term of not more than 540
days; (ix) floating rate notes issued by an agency of the United States
Government and by domestic corporations rated at least A-2 or the equivalent
thereof by S&P or P-2 or the equivalent thereof by ▇▇▇▇▇'▇ and in each case
having a remaining maturity within 540 days of the acquisition thereof; (x)
preferred stock issued by corporations rated at least BBB or the equivalent by
S&P and in each case having a remaining maturity of not more than 90 days; (xi)
auction rate preferred notes issued by corporations rated at least BBB or the
equivalent by S&P and in each case having a remaining maturity of not more

5
11

than 91 days; (xii) taxable auction rate notes issued by domestic corporations
or banks meeting the qualifications specified in clause (ii) above rated at
least BBB or the equivalent by S&P and in each case having a remaining maturity
of not more than 91 days; and (xiii) municipal bonds issued by municipalities
of the United States maturing no later than one year after the acquisition
thereof.

"Cash Flow" shall mean, for any fiscal period of Holdings, on a
consolidated basis, the sum of (i) Net Income for such period, plus (ii)
Interest Expense for such period, plus (iii) to the extent deducted in the
calculation of Net Income for such period, depreciation expense and non-cash
charges, plus (iv) extraordinary losses for such period, minus (v) extraordinary
gains for such period, minus (vi) non-cash credits for such period, all
determined in accordance with GAAP.

"Change in Control" shall mean an occurrence in which (a) any person
or group (within the meaning of Rule 13d-5 of the Securities and Exchange Act of
1934, as in effect on the date hereof) other than ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ shall own,
directly or indirectly, beneficially or of record, shares representing more than
35% of the aggregate ordinary voting power represented by the issued and
outstanding capital stock of Holdings; or (b) Holdings shall cease to own,
directly or indirectly, beneficially and of record, 100% of the issued and
outstanding common stock of the Borrower.

"Chase" shall mean The Chase Manhattan Bank.

"Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and any successor statute.

"Competitive Bid Absolute Rate" shall have the meaning provided in
Section 2.3(d).

"Competitive Bid Absolute Rate Loan" shall mean a loan made or to be
made by a Bank pursuant to an Absolute Rate Auction.

"Competitive Bid LIBOR Loan" shall mean a loan made or to be made by a
Bank pursuant to a LIBOR Auction.

6
12

"Competitive Bid Loans" shall have the meaning provided in Section
2.3, and shall include a Competitive Bid LIBOR Loan and a Competitive Bid
Absolute Rate Loan.

"Competitive Bid Margin" shall have the meaning set forth in Section
2.3(d).

"Competitive Bid Note" shall have the meaning provided in Section 2.6.

"Competitive Bid Quote" shall mean an offer, substantially in the form
of Exhibit D hereto, by any Bank to make a Competitive Bid Loan in accordance
with Section 2.3.

"Competitive Bid Quote Request" shall have the meaning provided in
Section 2.3(b).

"Contingent Obligation" as to any Person shall mean any obligation of
such Person guaranteeing or intended to guarantee any Indebtedness, leases,
dividends or other obligations ("primary obligations") of any other Person (the
"primary obligor") in any manner, whether directly or indirectly, including,
without limitation, any obligation of such Person, whether or not contingent,
(a) to purchase any such primary obligation or any property constituting direct
or indirect security therefor, (b) to advance or supply funds (i) for the
purchase or payment of any such primary obligation or (ii) to maintain working
capital or equity capital of the primary obligor or otherwise to maintain the
net worth or solvency of the primary obligor, (c) to purchase property,
securities or services primarily for the purpose of assuring the owner of any
such primary obligation of the ability of the primary obligor to make payment of
such primary obligation or (d) otherwise to assure or hold harmless the owner of
such primary obligation against loss in respect thereof; provided, however, that
the term Contingent Obligation shall not include endorsements of instruments for
deposit or collection in the ordinary course of business and, provided further,
that the Holdings Guaranty shall not be a Contingent Obligation for purposes of
calculating financial covenants to the extent that the Indebtedness guaranteed
thereby is otherwise accounted for under this Agreement. The amount of any
Contingent Obligation shall be deemed to be an amount equal to the stated or
determinable amount of the primary

7
13

obligation in respect of which such Contingent Obligation is made or, if not
stated or determinable, the reasonably anticipated maximum liability in respect
thereof as determined by the Borrower in good faith.

"Credit Exposure" shall have the meaning provided in Section 9.4(b).

"Current Assets" shall mean, at any time, the consolidated current
assets of Holdings at such time, determined in accordance with GAAP consistently
applied.

"Current Liabilities" shall mean, at any time, the consolidated
current liabilities of Holdings at such time, determined in accordance with GAAP
consistently applied.

"Current Ratio" shall mean the ratio of Current Assets to Current
Liabilities.

"Debt Service" shall mean, for any fiscal period of Holdings, the
total amount of (i) Interest Expense of Holdings on a consolidated basis, plus
(ii) scheduled repayments (or the component of rent attributable to a scheduled
repayment) of all Indebtedness for borrowed money and Indebtedness of the type
specified in subclause (ii) of the definition of Indebtedness plus (iii) all
amounts paid in respect of any redemption of any preferred stock of Holdings or
any of its consolidated Subsidiaries plus (iv) all cash dividend payments in
respect of any preferred stock of Holdings or any of its consolidated
Subsidiaries, in each case for such fiscal period.

"Debt Service Coverage Ratio" shall mean the ratio of Cash Flow to
Debt Service.

"Default" shall mean any event, act or condition which with notice or
lapse of time, or both, would constitute an Event of Default.

"Default Rate" shall have the meaning provided in Section 2.7(e).

"Dividends" shall have the meaning provided in Section 6.5.

8
14

"Domestic Lending Office" shall mean, as to any Bank, the office of
such Bank designated as such on Annex I, or such other office designated by such
Bank from time to time by written notice to the Agent and the Borrower.

"Double Eagle" shall mean Double Eagle Steel Coating Company, a
Michigan partnership.

"Environmental Affiliate" shall mean, with respect to Holdings or any
of its Subsidiaries, any other Person whose liability for any Environmental
Claim Holdings or any such Subsidiary has retained, assumed or otherwise become
liable for (contingent or otherwise), either contractually or by operation of
law.

"Environmental Approvals" shall mean any permit, license, approval,
ruling, variance, exemption or other authorization required under applicable
Environmental Laws.

"Environmental Claim" shall mean, with respect to Holdings or any of
its Subsidiaries or any of their respective Environmental Affiliates, any
notice, claim or demand by any other Person alleging potential liability for
investigatory costs, cleanup costs, governmental response costs, natural
resources damages, property damages, personal injuries, fines or penalties
arising out of, based on or resulting from (a) the presence, or release into the
environment, of any Material of Environmental Concern at any location, whether
or not owned by such Person or (b) circumstances forming the basis of any
violation, or alleged violation, of any Environmental Law.

"Environmental Laws" shall mean all federal, state, local and foreign
laws and regulations relating to pollution or protection of human health or the
environment (including, without limitation, ambient or indoor air, surface
water, ground water, land surface or subsurface strata), including without
limitation, laws and regulations relating to emissions, discharges, releases or
threatened releases of Materials of Environmental Concern, or otherwise relating
to the manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of Materials of Environmental Concern.

9
15

"ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time. Section references to ERISA are to ERISA,
as in effect at the date of this Agreement and any subsequent provisions of
ERISA, amendatory thereof, supplemental thereto or substituted therefor.

"ERISA Controlled Group" shall mean a group consisting of any ERISA
Person and all members of a controlled group of corporations and all trades or
businesses (whether or not incorporated) under common control with such Person
that, together with such Person, are treated as a single employer under
regulations of the PBGC. Notwithstanding the foregoing, any liability of any
member of the ERISA Controlled Group other than Holdings, the Borrower or any of
their respective Subsidiaries shall be disregarded for all purposes of this
Agreement to the extent that such liability is not the joint and several
liability of Holdings, the Borrower or any of their respective Subsidiaries.

"ERISA Person" shall have the meaning set forth in Section 3(9) of
ERISA for the term "person."

"ERISA Plan" means (A) any Plan that (i) is not a Multiemployer Plan
and (ii) has Unfunded Benefit Liabilities in excess of $500,000 and (B) any Plan
that is a Multiemployer Plan.

"Eurocurrency Reserve Requirements" shall mean, with respect to each
day during an Interest Period for LIBOR Loans, that percentage (expressed as a
decimal) which is in effect on such day, as prescribed by the Federal Reserve
Board, for determining the maximum reserves (including, without limitation,
basic, supplemental, marginal and emergency reserves) for eurocurrency funding
(currently referred to as "Eurocurrency Liabilities" in Regulation D) maintained
by a member bank of the Federal Reserve System.

"Eveleth Mines" shall mean Eveleth Mines LLC, a Minnesota limited
liability company doing business as EVTAC Mining.

"Event of Default" shall have the meaning provided in Section 7.

10
16

"Facility" shall mean the Revolving Loans, Competitive Bid Loans,
Swingline Loans and Letters of Credit.

"Federal Funds Rate" shall mean for any period, a fluctuating interest
rate per annum equal for each day during such period to the weighted average of
the rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published for such day (or,
if such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York, or, if such rate is not so published for any
day which is a Business Day, the average of the quotations for such day on such
transactions received by the Agent from three Federal funds brokers of
recognized standing selected by it.

"Federal Reserve Board" shall mean the Board of Governors of the
Federal Reserve System as constituted from time to time.

"Fees" shall mean all amounts payable pursuant to Sections 2.16 and
2A.4.

"GAAP" shall mean generally accepted accounting principles in the
United States of America as in effect from time to time.

"Holdings" shall have the meaning provided in the preamble to this
Agreement.

"Holdings Guaranty" shall mean the Guaranty by Holdings in favor of
the Agent for the benefit of the Banks substantially in the form of Exhibit I
hereto.

"Indebtedness" shall mean with respect to any Person, without
duplication: (i) all obligations of such Person which in accordance with GAAP
would be shown on the balance sheet of such Person as a liability (including,
without limitation, obligations for borrowed money and for the deferred purchase
price of property or services, and obligations evidenced by bonds, debentures,
notes or other similar instruments); (ii) all rental obligations under leases
required to be capitalized under GAAP; (iii) all Contingent Obligations of such
Person (including, without limitation, obligations in respect of take-or-pay
contracts at the time Holdings, the Borrower

11
17

or any other Subsidiary incurs, or has reason to believe, that any payment
obligation thereunder arises, or will arise, as a result of Holdings', the
Borrower's or such Subsidiary's failure, or intended failure, to take the
product or service intended to be provided thereunder); (iv) Indebtedness of
others secured by any Lien upon property owned by such Person, whether or not
assumed, but only to the extent of such property's fair market value; (v)
liabilities of such Person in respect of unfunded vested benefits under any
Plan; (vi) obligations in respect of bankers acceptances; and (vii) all payment
obligations of such Person under Interest Rate Protection Agreements.

"Interest Expense" shall mean, for any fiscal period of Holdings, the
total interest expense (including, without limitation, interest expense
attributable to Capitalized Leases in accordance with GAAP) of Holdings and its
consolidated Subsidiaries for such period determined in accordance with GAAP
consistently applied.

"Interest Period" shall have the meaning provided in Section 2.8.

"Interest Rate Protection Agreements" shall mean interest rate
protection agreements (including, without limitation, interest rate swaps, caps,
floors, collars, options and similar agreements) and currency swaps and similar
agreements.

"Invitation for Competitive Bid Quotes" shall mean a notice by the
Agent to the Banks soliciting Competitive Bid Quotes, substantially in the form
of Exhibit C hereto.

"Issuing Bank" shall mean The Chase Manhattan Bank.

"L/C Participant" shall mean each Bank in its capacity as a
participant in the Letters of Credit pursuant to Section 2A.

"Letter of Credit" shall mean a letter of credit (and any amendments
thereof) issued by, and subject to terms and conditions acceptable to, the
Issuing Bank on behalf of the Borrower, which letter of credit

12
18

may be either a documentary letter of credit or a stand-by letter of credit.

"Letter of Credit Outstandings" shall mean, at any time, the sum of
(i) the aggregate stated amount of all outstanding Letters of Credit plus (ii)
the aggregate amount of all drawings made under any Letter of Credit for which
the Issuing Bank has not received full reimbursement from the Borrower.

"Letter of Credit Request" has the meaning specified in Section
2A.1(c).

"Leverage Ratio" shall mean the ratio of Total Liabilities to Tangible
Net Worth.

"LIBOR Auction" shall mean a solicitation of Competitive Bid Quotes
setting forth Competitive Bid Margins based on LIBOR pursuant to Section 2.3.

"LIBOR Base Rate" shall mean, with respect to an Interest Period for
LIBOR Loans or Competitive Bid LIBOR Loans, the rate per annum (rounded upwards
to the nearest whole multiple of one-sixteenth of one percent) equal to the
offered quotation to first class banks in the interbank LIBOR market by the
Reference Banks two Business Days prior to the beginning of such Interest Period
at or about 10:00 A.M., New York City time, for delivery on the first day of
such Interest Period for the number of days comprised therein and in an amount
substantially equal to the amount of the LIBOR Loan or Competitive Bid LIBOR
Loans of the Reference Banks to be outstanding during such Interest Period.

"LIBOR Lending Office" shall mean, as to any Bank, the office of such
Bank designated as such on Annex I, or such other office designated by such Bank
from time to time by written notice to the Agent and the Borrower.

"LIBOR Loans" shall mean Revolving Loans made and/or being maintained
at a rate of interest based upon the LIBOR Rate.

"LIBOR Rate" shall mean with respect to each day during an Interest
Period for LIBOR Loans or Competitive Bid LIBOR Loans, a rate per annum
determined for such day in accordance with the following formula (round-

13
19

ed upwards to the nearest whole multiple of 1/100th of one percent):

LIBOR Base Rate
----------------------------------------
1.00 - Eurocurrency Reserve Requirements

"Lien" shall mean any security interest, mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or
other), or preference, priority or other security interest of any kind or nature
whatsoever, including, without limitation, any conditional sale or other title
retention agreement, and any financing lease having substantially the same
effect as any of the foregoing.

"Loan Documents" shall mean this Agreement, the Notes, the Letters of
Credit, the Holdings Guaranty and any guaranty agreement executed and delivered
by a Subsidiary pursuant to Section 6.6(i) hereof, as each may be amended,
modified, restated and in effect from time to time.

"Loans" shall mean and include the Revolving Loans, the Competitive
Bid Loans and the Swingline Loans.

"Mandatory Borrowing" shall have the meaning provided in Section
2.2(b).

"Margin Adjustment Date" shall have the meaning provided in the
definition of Applicable Margin.

"Margin Determination Date" shall have the meaning provided in the
definition of Applicable Margin.

"Margin Stock" shall have the meaning provided such term in Regulation
U and Regulation G of the Federal Reserve Board.

"Material Adverse Effect" shall mean a material adverse effect upon
(i) the business, operations, properties, assets, condition (financial or
otherwise) or liabilities of the Borrower and its Subsidiaries, taken as a whole
or Holdings and its consolidated Subsidiaries, taken as a whole or (ii) the
ability of Holdings or the Borrower to perform, or of the Agent, or any of the
Banks to enforce, any of the Obligations.

14
20

"Materials of Environmental Concern" shall mean and include chemicals,
pollutants, contaminants, wastes, toxic substances, hazardous substances,
petroleum and petroleum products, coal, coke, coal tar and coal tar byproducts.

"Maturity Date" shall mean November 29, 2001.

"Merger" means the merger, pursuant to the Merger Agreement, of Merger
Sub and the Borrower, with the Borrower as the surviving corporation.

"Merger Agreement" means the Agreement and Plan of Merger dated as of
July 20, 1997, by and among Borrower and Merger Sub.

"Merger Sub" means Rouge Merger Sub, Inc., a Delaware corporation.

"Moody's" means ▇▇▇▇▇'▇ Investors Service, Inc.

"Multiemployer Plan" shall mean a Plan which is a "multiemployer plan"
as defined in Section 4001(a)(3) of ERISA.

"Net Income" shall mean for any period, the net income of Holdings, on
a consolidated basis, for such period, in each case taken as a single accounting
period and determined in accordance with GAAP consistently applied.

"New JV" shall have the meaning set forth in Section 6.3(b) and shall
include each partnership and joint venture which was formed prior to the
Restatement Effective Date in compliance with the terms and provisions of the
Existing Credit Agreement.

"Non-Recourse Debt" of any Person shall mean Indebtedness of such
Person for which the sole legal recourse for the collection of such Indebtedness
is solely the property or assets identified in the instruments evidencing or
securing such Indebtedness, provided such property or assets were acquired or
constructed with the proceeds of such Indebtedness and there is no recourse to
any other asset or property of such Person or any other Person.

15
21

"Notes" shall mean and include each Revolving Note, each Swingline
Note and each Competitive Bid Note.

"Notice of Acceptance/Non-Acceptance" shall have the meaning provided
in Section 2.3(f).

"Notice of Borrowing" shall have the meaning provided in Section 2.4.

"Notice of Conversion or Continuation" shall have the meaning provided
in Section 2.10.

"Obligations" shall mean all obligations, liabilities and indebtedness
of every nature of Holdings or the Borrower from time to time owing to the
Agent, the Issuing Bank, any Bank or any L/C Participant arising under or in
connection with this Agreement or any other Loan Document.

"Participant" shall have the meaning provided in Section 9.4(b).

"Payment Date" shall mean the last day of each March, June, September
and December of each year.

"PBGC" shall mean the Pension Benefit Guaranty Corporation established
under ERISA, or any successor thereto.

"Person" shall mean and include any individual, partnership, joint
venture, firm, corporation, association, trust or other enterprise or any
government or political subdivision or agency, department or instrumentality
thereof.

"Plan" shall mean any employee benefit plan covered by Title IV of
ERISA, the funding requirements of which:

(i) were the singular or joint (with a member of its
ERISA Controlled Group) responsibility of the Borrower or a member of its
ERISA Controlled Group at any time within the five years immediately
preceding the date hereof,

(ii) are currently the singular or joint (with a
member of its ERISA Controlled Group) responsibility of the Borrower or a
member of its ERISA Controlled Group, or

(iii) hereafter become the responsibility of the
Borrower or a member of its ERISA Controlled Group,

including any such plans as may have been, or may hereafter be, terminated for
whatever reason.

"Plan Assets" shall mean the fair market value of all Plan assets
allocable to all benefit liabilities under all Plans, as determined as of the
then most recent valuation date for such Plan (on the basis of assumptions used
in the most recent actuarial valuation required in connection with Internal
Revenue Service Form 5500).

"Plant" shall mean the Borrower's steel facility and Double Eagle's
electrogalvanizing facility located at Dearborn, Michigan.

"Power Plant" shall have the meaning given to such term in the
Powerhouse Joint Operating Agreement, dated as of December 15, 1989, between
Ford Motor Company, a Delaware corporation, and the Borrower, as amended and in
effect from time to time.

"Prime Rate" shall mean the rate of interest from time to time
announced by Chase at its principal office at ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ as its prime commercial lending rate.

"Pro Rata Share" as to any Bank shall mean a fraction (expressed as a
percentage), the numerator of which shall be the aggregate amount of such Bank's
Revolving Loan Commitment and the denominator of which shall be the Total
Commitment.

"Purchasing Banks" shall have the meaning provided in Section 9.4(c).

"Reference Banks" shall mean Chase and NBD Bank.

17
23

"Regulation D" shall mean Regulation D of the Federal Reserve Board as
from time to time in effect and any successor to all or any portion thereof.

"Reportable Event" shall have the meaning set forth in Section 4043(b)
of ERISA (other than a Reportable Event as to which the provision of 30 days'
notice to the PBGC is waived under applicable regulations), or is the occurrence
of any of the events described in Section 4063(a) of ERISA.

"Required Banks" shall mean Banks holding more than 66-2/3% of the
Total Commitments, provided, however, that if the Commitments shall have been
terminated in full, "Required Banks" shall mean Banks holding more than 66 2/3%
of the then aggregate unpaid principal amount of the Loans.

"Restatement Effective Date" shall mean the date on which the
conditions precedent set forth in Section 3.1 have been satisfied.

"Restructuring" means the series of transactions contemplated by the
Merger Agreement which will result upon completion in Holdings owing all of the
outstanding capital stock of Borrower.

"Revolving Loan Commitment" shall mean on any date, for any Bank, the
amount set forth opposite such Bank's name on Annex I hereto under the heading
"Revolving Loan Commitment," in the column pertaining to such date as such
amount may be reduced from time to time pursuant to Sections 2.11 and 9.4.

"Revolving Loans" shall have the meaning provided in Section 2.1(a).

"Revolving Notes" shall have the meaning provided in Section 2.6(a).

"S&P" means Standard & Poor's Corporation.

"Senior Debt" shall mean, at any time, the aggregate outstanding
principal amount of the Loans.

"Subsidiary" of any Person shall mean and include (i) any corporation
more than 50% of whose stock

18
24

of any class or classes having by the terms thereof ordinary voting power to
elect a majority of the directors of such corporation (irrespective of whether
or not at the time stock of any class or classes of such corporation shall have
or might have voting power by reason of the happening of any contingency) is at
the time owned by such Person directly or indirectly through Subsidiaries and
(ii) any partnership, association or other entity in which such Person,
directly or indirectly through Subsidiaries, is either a general partner or has
greater than a 50% equity interest at the time. Unless the context otherwise
requires, references herein to "Subsidiary" shall mean the direct and indirect
Subsidiaries of Holdings, including the Borrower.

"Swingline Commitment" shall mean an aggregate principal amount of
$10,000,000, as such amount may be reduced from time to time pursuant to
Sections 2.11 and 9.4.

"Swingline Lender" shall mean Chase in its capacity as lender of
Swingline Loans.

"Swingline Loans" shall have the meaning ascribed thereto in Section
2.2.

"Tangible Net Worth" shall mean, at any time, the total assets of
Holdings, on a consolidated basis, as determined in accordance with GAAP, less
the total liabilities of Holdings, on a consolidated basis, as determined in
accordance with GAAP, less the book value of all assets of Holdings, on a
consolidated basis, that would be treated as intangibles in accordance with GAAP
other than deferred tax assets.

"Termination Event" shall mean (i) the initiation of any action by
Holdings, the Borrower, any member of their ERISA Controlled Group or any ERISA
Plan fiduciary to terminate an ERISA Plan or the treatment of an amendment to an
ERISA Plan as a termination under ERISA, or (ii) the institution of proceedings
by the PBGC under Section 4042 of ERISA to terminate an ERISA Plan or to appoint
a trustee to administer any ERISA Plan.

"Total Commitment" shall mean, at any time, the sum of the Revolving
Loan Commitments of all the Banks at

19
25

such time, which, on the Closing Date, shall be $100,000,000.

"Total Debt" shall mean, without duplication: (i) all obligations of
Holdings and any of its consolidated Subsidiaries for borrowed money and for the
deferred purchase price of property or services (other than trade payables
incurred in the ordinary course of business), and obligations (including the
current portion thereof) evidenced by bonds, debentures, notes or other similar
instruments; (ii) all Contingent Obligations of Holdings and any of its
consolidated Subsidiaries (including, without limitation, obligations in respect
of take-or-pay contracts at the time Holdings, the Borrower or any other
Subsidiary incurs, or has reason to believe, that any payment obligation
thereunder arises, or will arise, as a result of Holdings', the Borrower's or
such Subsidiary's failure, or intended failure, to take the product or service
intended to be provided thereunder); (iii) indebtedness of others secured by any
lien upon property owned by Holdings or any of its consolidated Subsidiaries,
whether or not assumed, but only to the extent of such property's fair market
value; (iv) all payment obligations of Holdings or any of its consolidated
Subsidiaries under any Interest Rate Protection Agreements; and (v) all
obligations in respect of the redemption of any preferred stock of Holdings, the
Borrower or any of its other consolidated Subsidiaries and all non-cash
cumulative dividends payable in respect of such preferred stock, provided that
Non-Recourse Debt shall be excluded for purposes of this definition.

"Total Liabilities" shall mean, at any time, all consolidated
liabilities of Holdings, as determined in accordance with GAAP, and in any event
including all reserves, all deferred taxes, all minority interests in net assets
of consolidated Subsidiaries and other deferred items.

"Transfer Supplement" shall have the meaning provided in Section
9.4(c).

"Transferee" shall have the meaning provided in Section 9.4(d).

20
26

"Type" shall mean any type of Loan determined with respect to the
interest option applicable thereto, i.e., a Base Rate Loan or a LIBOR Loan.

"Unfunded Benefit Liabilities" means with respect to any Plan at any
time, the amount (if any) by which (i) the present value of all benefit
liabilities under such Plan as defined in Section 4001(a)(16) of ERISA, exceeds
(ii) the fair market value of all Plan assets allocable to such benefits, all
determined as of the then most recent valuation date for such Plan (on the basis
of assumptions used in the most recent actuarial valuation required in
connection with Internal Revenue Service Form 5500).

Section 1.2 Terms Generally. The definitions in Section 1.1 shall
apply equally to both the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
All references herein to Articles, Sections, Exhibits and Schedules shall be
deemed to be references to Articles and Sections of, and Exhibits and Schedules
to, this Agreement unless the context shall otherwise require. Unless otherwise
specified herein, all accounting terms used herein shall be interpreted, all
accounting determinations hereunder shall be made and all financial statements
required to be delivered hereunder shall be prepared in accordance with GAAP as
in effect from time to time; provided, however, that for purposes of making any
determination required by the definition of Applicable Margin or Section 6, all
accounting terms used herein shall be interpreted and all accounting
determinations hereunder shall be made in accordance with GAAP as in effect on
the date of this Agreement applied on a basis consistent with the application
used in the financial statements referred to in Section 4.5.

SECTION 2. AMOUNT AND TERMS OF CREDIT FACILITIES

Section 2.1 Revolving Loans. (a) Subject to and upon the terms and
conditions herein set forth, each Bank severally and not jointly agrees, at any
time and from time to time on and after the Restatement Effective

21
27

Date to the Business Day immediately preceding the Maturity Date, to make
revolving loans (collectively, "Revolving Loans") to the Borrower, which
Revolving Loans shall not exceed in aggregate principal amount at any time
outstanding the Revolving Loan Commitment of such Bank at such time.

(b) Revolving Loans may be voluntarily prepaid pursuant to Section
2.12, and, subject to the other provisions of this Agreement, any amounts so
prepaid may be reborrowed. Each Revolving Loan Bank's Revolving Loan Commitment
shall expire, and each Revolving Loan shall mature on, the Maturity Date,
without further action on the part of the Banks or the Agent.

(c) Each Borrowing of Revolving Loans shall be in the aggregate
minimum amount of $1,000,000 or any integral multiple of $100,000 in excess
thereof.

(d) Notwithstanding anything contained herein to the contrary, at
no time shall the aggregate principal amount of the sum of (i) Revolving Loans
outstanding, plus (ii) the Letter of Credit Outstandings, plus (iii) the
outstanding Swingline Loans plus (iv) the outstanding Competitive Bid Loans
exceed the Total Commitment then in effect.

Section 2.2 Swingline Loans. (a) Subject to and upon the terms and
conditions herein set forth, the Swingline Lender agrees to make at any time and
from time to time on or after the Restatement Effective Date to the Business Day
immediately preceding the Maturity Date, a loan or loans to the Borrower (each a
"Swingline Loan," and, collectively, the "Swingline Loans"), which Swingline
Loans (i) shall be made and maintained solely as Base Rate Loans, (ii) may be
repaid and reborrowed in accordance with the provisions hereof and (iii) shall
not exceed in aggregate principal amount at any time outstanding the lesser of
(x) $10,000,000 and (y) the difference between (A) the Total Commitment then in
effect and (B) the sum of the aggregate principal amount of Revolving Loans
outstanding plus the Competitive Bid Loans outstanding plus the Letter of Credit
Outstandings. The Swingline Lender will not make a Swingline Loan after it has
received written notice from the Required Banks that one or more of the
applicable conditions to Borrowings specified in Section 3.2 are not then satis-

22
28

fied, or the Agent has given written notice of such matters (or of the
occurrence of an Event of Default) to the Swingline Lender.

(b) In the event that any Swingline Loan remains outstanding for
more than five (5) Business Days, The Swingline Lender may, thereafter, in its
sole discretion, give notice to the Banks that its outstanding Swingline Loans
shall be funded with a Borrowing of Revolving Loans (provided that each such
notice shall be deemed to have been automatically given upon the occurrence of
an Event of Default under Section 7.1(e) or upon the exercise of any of the
remedies provided in Section 7.2), in which case a Borrowing of Revolving Loans
constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing")
shall be made on the immediately succeeding Business Day by all Banks pro rata
based on each Bank's Pro Rata Share, and the proceeds thereof shall be applied
directly to repay the Swingline Lender for such outstanding Swingline Loans.
Each Bank hereby irrevocably agrees to make Base Rate Loans upon one Business
Day's notice pursuant to each Mandatory Borrowing in the amount and in the
manner specified in the preceding sentence and on the date specified in writing
by the Swingline Lender notwithstanding (i) that the amount of the Mandatory
Borrowing may not comply with the minimum borrowing amount otherwise required
hereunder (provided that such Mandatory Borrowing shall be subject to each
Bank's Revolving Loan Commitment then in effect except to the extent set forth
in subclause (iv) of this Section 2.2(b)), (ii) whether any conditions specified
in Section 3.2 are then satisfied, (iii) whether a Default or an Event of
Default has occurred and is continuing and (iv) any reduction in the Total
Commitment after any such Swingline Loans were made. In the event that any
Mandatory Borrowing cannot for any reason be made on the date otherwise required
above (including, without limitation, as a result of the commencement of a
proceeding under the Bankruptcy Code in respect of the Borrower), each Bank
(other than the Swingline Lender) hereby agrees that it shall forthwith purchase
from the Swingline Lender (without recourse or warranty) such assignment of the
outstanding Swingline Loans as shall be necessary to cause the Banks to share in
such Swingline Loans ratably based upon their respective Pro Rata Shares,
provided that all interest payable on the Swingline Loans shall be for the
account of the Swingline Lender until the date the re-

23
29

spective assignment is purchased and, to the extent attributable to the
purchased assignment, shall be payable to the Bank purchasing same from and
after such date of purchase.

Section 2.3 Competitive Bid Loans.

(a) The Competitive Bid Option. In addition to Revolving Loans
pursuant to Section 2.1 and Swingline Loans pursuant to Section 2.2, the
Borrower may, as set forth in this Section 2.3, request the Banks during the
period from and including the Restatement Effective Date to but not including
the Business Day immediately preceding the Maturity Date to make offers to make
Competitive Bid Loans to the Borrower. The Banks may, but shall have no
obligation to, make such offers and the Borrower may, but shall have no
obligation to, accept any such offers in the manner set forth in this Section
2.3. The Competitive Bid Loans may be Competitive Bid Absolute Rate Loans or
Competitive Bid LIBOR Loans (each a "type" of Competitive Bid Loan).

(b) Competitive Bid Quote Request. When the Borrower wishes to
request offers to make Competitive Bid Loans, it shall transmit to the Agent a
request substantially in the form of Exhibit B hereto (a "Competitive Bid Quote
Request"), together with the payment of a non-refundable administrative fee of
$1,500 for the account of the Agent, so as to be received (x) no later than
10:00 a.m. New York time on the fourth Business Day prior to the date of
borrowing proposed therein, in the case of a LIBOR Auction or (y) no later than
10:00 a.m. New York time on the Business Day prior to the date of borrowing
proposed therein, in the case of an Absolute Rate Auction specifying:

(A) the proposed date of borrowing, which shall be a Business
Day;

(B) the aggregate amount of such borrowing, which shall be in
a minimum amount of $5,000,000 or a larger whole multiple of $1,000,000 up
to a maximum amount of $25,000,000 in the aggregate for Competitive Bid
Loans outstanding at any one time;

24
30

(C) the duration of the Interest Period applicable thereto,
subject to the provisions of the definition of Interest Period; and

(D) whether the Competitive Bid Quotes requested are to set
forth a Competitive Bid Margin or a Competitive Bid Absolute Rate.

The Borrower may request offers to make Competitive Bid Loans for more than one
but no more than three Interest Periods in a single Competitive Bid Quote
Request.

(c) Invitation for Competitive Bid Quotes. Promptly upon receipt of
a Competitive Bid Quote Request, the Agent shall send to the Banks an Invitation
for Competitive Bid Quotes, which shall constitute an invitation by the Borrower
to each Bank to submit Competitive Bid Quotes offering to make the Competitive
Bid Loans to which such Competitive Bid Quote Request relates in accordance with
this Section 2.3.

(d) Submission and Contents of Competitive Bid Quotes.

(i) Each Bank may submit a Competitive Bid Quote containing
an offer or offers to make Competitive Bid Loans in response to any
Invitation for Competitive Bid Quotes. Each Competitive Bid Quote must
comply with the requirements of this Section 2.3(d) and must be submitted
to the Agent no later than (A) 9:30 a.m. New York time on the third
Business Day prior to the proposed date of borrowing in the case of a LIBOR
Auction or (B) 9:30 a.m. New York time on the proposed date of borrowing,
in the case of an Absolute Rate Auction; provided, that Competitive Bid
Quotes submitted by the Agent in its capacity as a Bank may be submitted,
and may only be submitted, if the Agent notifies the Borrower of the terms
of the offer or offers contained therein not later than (A) 9:00 a.m. New
York time on the third Business Day prior to the proposed date of
borrowing, in the case of a LIBOR Auction or (B) 9:00 a.m. New York time
on the proposed date of borrowing, in the case of an Absolute Rate Auction.
Subject to Sections 2.17 and 3.2, any Competitive Bid Quote so made shall
be irrevocable except with the written consent of the Agent given on the
instructions of

25
31

the Borrower. Any Bank electing not to submit a Competitive Bid Quote
shall notify the Agent at least one hour before the deadline for submitting
Competitive Bid Quotes of its election not to do so; provided, that any
Bank which fails to submit a Competitive Bid Quote by the applicable
deadline referred to in this Section 2.3(d) shall be deemed to have so
notified the Agent.

(ii) A Competitive Bid Quote may set forth up to five separate
offers by the quoting Bank with respect to each Interest Period specified
in the related Invitation for Competitive Bid Quotes. Each Competitive Bid
Quote shall specify:

(1) the proposed date of borrowing and the Interest Period
therefor;

(2) the principal amount of the Competitive Bid Loan for
which each such offer is being made, which principal amount (i) may be
equal to, greater than or less than the Revolving Loan Commitment of the
quoting Bank, (ii) must be $5,000,000 or a larger whole multiple of
$1,000,000, (iii) may not exceed the principal amount of Competitive Bid
Loans for which offers were requested, and (iv) may be subject to an
aggregate limitation as to the principal amount of Competitive Bid Loans
for which offers being made by such quoting Bank may be accepted;

(3) in the case of a LIBOR Auction, the margin above or
below applicable LIBOR Rate (the "Competitive Bid Margin") offered for each
such Competitive Bid Loan, expressed as a percentage (specified to the
nearest 1/1,000th of 1%) to be added to or subtracted from applicable LIBOR
Rate;

(4) in the case of an Absolute Rate Auction, the rate of
interest per annum (specified to the nearest 1/1,000th of 1%) (the "
Competitive Bid Absolute Rate") offered for each such Competitive Bid Loan;
and

(5) the identity of the quoting Bank.

26
32

(iii) Any Competitive Bid Quote shall be disregarded if it:

(i) is not substantially in conformity with the
format described in the relevant Invitation for Competitive Bid Quotes or
does not specify all of the information required by Section 2.3(d)(ii);

(ii) contains qualifying, conditional or similar
language, except as permitted in Section 2.3(d)(ii)(2)(iv);

(iii) proposes terms other than or in addition to
those set forth in the applicable Invitation for Competitive Bid Quotes; or

(iv) arrives after the time set forth in Section
2.3(d)(i).

(e) Notice to Borrower. Not later than (i) 10:00 a.m. New York
time on the third Business Day prior to the proposed date of borrowing in the
case of a LIBOR Auction or (ii) 10:00 a.m. New York time on the proposed date of
borrowing in the case of an Absolute Rate Auction, the Agent shall promptly
notify the Borrower of the terms of (x) any Competitive Bid Quote submitted by
any Bank that is in accordance with Section 2.3(d) and (y) any Competitive Bid
Quote that amends, modifies or is otherwise inconsistent with a previous
Competitive Bid Quote submitted by such Bank with respect to the same
Competitive Bid Quote Request. Any such subsequent Competitive Bid Quote shall
be disregarded by the Agent unless such subsequent Competitive Bid Quote is
submitted solely to correct a manifest error in such former Competitive Bid
Quote. The Agent's notice to the Borrower shall specify (A) the aggregate
principal amount of Competitive Bid Loans for which offers have been received
for each Interest Period specified in the related Competitive Bid Quote Request,
(B) the respective principal amounts and Competitive Bid Margins or Competitive
Bid Absolute Rates, as the case may be, so offered and (C) if applicable,
limitations on the aggregate principal amount of Competitive Bid Loans for which
offers in any single Competitive Bid Quote may be accepted.

27
33

(f) Acceptance and Notice by Borrower. Not later than (i) 10:45
a.m. New York time on the third Business Day prior to the proposed date of
borrowing, in the case of a LIBOR Auction or (ii) 10:45 a.m. New York time on
the proposed date of borrowing, in the case of an Absolute Rate Auction, the
Borrower shall notify the Agent of its acceptance or non-acceptance of the
offers so notified to it pursuant to Section 2.3(e) substantially in the form of
Exhibit E hereto (a "Notice of Acceptance/Non-Acceptance") (and the Agent shall
so notify each Bank making an offer); provided, that if the Borrower shall fail
to so notify the Agent by the times set forth above, the Borrower shall be
deemed to have notified the Agent of its non-acceptance of each such offer. In
the case of acceptance, each such notice shall specify the aggregate principal
amount of offers for each Interest Period that are accepted. The Borrower may
accept any Competitive Bid Quote in whole or in part; provided that:

(A) the aggregate principal amount of each borrowing of
Competitive Bid Loans may not exceed the applicable amount set forth in the
related Competitive Bid Quote Request;

(B) the principal amount of each borrowing of
Competitive Bid Loans must be $5,000,000 or a larger whole multiple of
$1,000,000;

(C) acceptance of offers may only be made on the basis
of ascending Competitive Bid Margins or Competitive Bid Absolute Rates, as
the case may be; and

(D) the Borrower may not accept any offer that is
described in Section 2.3(d)(iii) or that otherwise fails to comply with the
requirements of this Agreement.

(g) Allocation. If offers are made by two or more Banks with the
same Competitive Bid Margins or Competitive Bid Absolute Rates, as the case may
be, for a greater aggregate principal amount than the amount in respect of which
such offers are accepted for the related Interest Period, the principal amount
of Competitive Bid Loans in respect of which such offers are accepted shall be
allocated by the Borrower among such Banks as nearly

28
34

as possible (in such multiples, not greater than $1,000,000, as the Borrower
may deem appropriate) in proportion to the aggregate principal amounts of such
offers. The Borrower shall promptly notify the Agent, and the Agent shall
promptly notify each such Bank, of any allocation pursuant to this Section
2.3(g).

(h) Maximum Amounts. Notwithstanding anything to the contrary set
forth herein, in no event shall the aggregate outstanding principal amount of
Competitive Bid Loans exceed the lesser of (i) $25,000,000 and (ii) the
difference between (A) the Total Commitment then in effect and (B) the sum of
the aggregate principal amount of Revolving Loans outstanding plus the Swingline
Loans outstanding plus the Letter of Credit Outstandings.

(i) Copies to Banks. Upon written request by a Bank to the Agent,
the Agent shall, in connection with Borrower's acceptance of the offers to make
Competitive Bid Loans pursuant to a Notice of Acceptance/Non-Acceptance, provide
such Bank with the range of the quotes received in connection therewith.

Section 2.4 Notice of Borrowing. (a) Whenever the Borrower
desires to borrow Revolving Loans hereunder, it shall give the Agent at the
Agent's Office prior to 10:00 A.M., New York City time, written notice on the
date of each requested Base Rate Loan, and at least three Business Days' prior
written notice of each LIBOR Loan to be made hereunder. Each such notice (a
"Notice of Borrowing") shall be irrevocable and shall specify (i) the aggregate
principal amount of the requested Loans, (ii) the date of Borrowing (which shall
be a Business Day), and (iii) whether such Loans shall consist of Base Rate
Loans or LIBOR Loans and, if LIBOR Loans, the initial Interest Period to be
applicable thereto (provided, that no Loans may be requested or made when any
Default or Event of Default has occurred and is continuing). If a Notice of
Borrowing fails to specify the type of Loans to be made, such Loans shall be
made as Base Rate Loans.

(b) Promptly after receipt of a Notice of Borrowing, the Agent
shall provide each Bank with a copy thereof and inform each Bank as to its Pro
Rata Share of the Revolving Loans requested thereunder.

29
35

(c) Whenever the Borrower desires to make a Borrowing of
Swingline Loans hereunder, it shall give the Swingline Lender not later than
3:00 P.M. (New York time) on the day such Swingline Loan is to be made, written
notice (or telephonic notice promptly confirmed in writing) of each Swingline
Loan to be made hereunder. Each such notice shall be irrevocable and shall
specify in each case (x) the date of such Borrowing (which shall be a Business
Day) and (y) the aggregate principal amount of the Swingline Loan to be made
pursuant to such Borrowing.

Section 2.5 Disbursement of Funds. (a) (i) No later than 1:00
P.M., New York City time, on the date specified in each Notice of Borrowing,
each Bank will make available its Pro Rata Share of the Revolving Loans
requested to be made on such date, in U.S. dollars and immediately available
funds, at the Agent's Office, provided that all Swingline Loans shall be made
available by the Swingline Lender no later than 5:00 P.M. (New York time) on the
date so requested. After the Agent's receipt of the proceeds of such Loans, the
Agent will make available to the Borrower by depositing in the Borrower's
account at the Agent's Office the aggregate of the amounts so made available in
the type of funds actually received.

(ii) No later than 1:00 P.M., New York City time, on the date
specified in each Competitive Bid Quote Request, the Bank making such
Competitive Bid Loan pursuant to Section 2.3 will make available such
Competitive Bid Loan to be made on such date, in U.S. dollars and immediately
available funds, at the Agent's Office. After the Agent's receipt of the
proceeds of such Loan, the Agent will make available to the Borrower by
depositing in the Borrower's account at the Agent's Office the aggregate of the
amounts so made available in the type of funds actually received.

(b) Unless the Agent shall have been notified by any Bank
prior to the date of a Borrowing that such Bank does not intend to make
available to the Agent its portion of the Loans to be made on such date, the
Agent may assume that such Bank has made such amount available to the Agent on
such date and the Agent in its sole discretion may, in reliance upon such
assumption, make available to the Borrower a corresponding amount.

30
36

If such corresponding amount is not in fact made available to the Agent by such
Bank and the Agent has made such amount available to the Borrower, the Agent
shall be entitled to recover such corresponding amount on demand from such
Bank. If such Bank does not pay such corresponding amount forthwith upon the
Agent's demand therefor, the Agent shall promptly notify the Borrower and the
Borrower shall immediately repay such corresponding amount to the Agent. The
Agent shall also be entitled to recover from such Bank or the Borrower, as the
case may be, interest on such corresponding amount in respect of each day from
the date such corresponding amount was made available by the Agent to the
Borrower to the date such corresponding amount is recovered by the Agent, at a
rate per annum on such corresponding amount equal to (x) if paid by such Bank,
the overnight Federal Funds Rate or (y) if paid by the Borrower, the then
applicable rate of interest, calculated in accordance with Section 2.7, for the
Revolving Loans. Nothing herein shall be deemed to relieve any Bank from its
obligation to fulfill its commitments hereunder or to prejudice any rights
which the Borrower may have against any Bank as a result of any default by such
Bank hereunder.

Section 2.6 Notes. (a) The Borrower's obligation to pay the
principal of, and interest on, each Bank's Loans shall be evidenced by (i) in
the case of a Bank's Revolving Loans, a promissory note (a "Revolving Note")
duly executed and delivered by the Borrower substantially in the form of Exhibit
A-1 hereto with blanks appropriately completed in conformity herewith; (ii) in
the case of a Bank's Competitive Bid Loan, a promissory note (a "Competitive Bid
Note") duly executed and delivered by the Borrower substantially in the form of
Exhibit A-2 hereto with blanks appropriately completed in conformity herewith;
and (iii) in the case of the Swingline Lender's Swingline Loans, a promissory
note (a "Swingline Note") duly executed and delivered by the Borrower
substantially in the form of Exhibit A-3 hereto in a principal amount equal to
the Swingline Lender's Swingline Commitment, with blanks appropriately completed
in conformity herewith. Each Note issued to a Bank shall (x) be payable to the
order of such Bank, (y) be dated the Restatement Effective Date, and (z) mature
on the Maturity Date or the end of the Interest Period for such Competitive Bid
Loan, as applicable.

31
37

(b) Each Bank is hereby authorized, at its option,
either (i) to endorse on the schedule attached to its Note (or on a continuation
of such schedule attached to such Note and made a part thereof) an appropriate
notation evidencing the date and amount of each Loan evidenced thereby and the
date and amount of each principal and interest payment in respect thereof, or
(ii) to record such Loans and such payments in its books and records. Such
schedule or such books and records, as the case may be, shall constitute prima
facie evidence of the accuracy of the information contained therein, provided
that the failure of such Bank to make any such endorsement or recordation shall
not affect the obligations of the Borrower hereunder or under the Notes.

Section 2.7 Interest. (a) The Borrower agrees to pay interest
in respect of the unpaid principal amount of each Base Rate Loan from the date
of the making of such Loan until such Loan shall be paid in full at a rate per
annum which shall be equal to the sum of the Applicable Margin plus the Base
Rate in effect from time to time, such rate to change as and when the Base Rate
or Applicable Margin changes, such interest to be computed on the basis of a
year of 365 or 366 days, as the case may be.

(b) The Borrower agrees to pay interest in respect of
the unpaid principal amount of each LIBOR Loan for each Interest Period therefor
from the date of the making of such Loan until such Loan shall be paid in full
at a rate per annum which shall be equal to the sum of the Applicable Margin
plus the relevant LIBOR Rate for such Interest Period, such interest to be
computed on the basis of a 360-day year. Changes in the Applicable Margin with
respect to LIBOR Loans shall be effective only as to LIBOR Loans borrowed on or
after the effective date of such change, or in the case of LIBOR Loans continued
pursuant to Section 2.10, only to such Loans continued on or after the
effective date of such change or in the case of Loans converted into LIBOR
Loans, only to such Loans converted on or after the effective date of such
change.

(c) The Borrower agrees to pay interest in respect of the
unpaid principal amount of each Competitive Bid LIBOR Loan from the date of the
making of such Loan until such Loan is paid in full at a rate equal to

32
38

LIBOR Rate for such Loan for the Interest Period therefor plus or minus the
Competitive Bid Margin quoted by the Bank making such Loan in accordance with
Section 2.3(d).

(d) The Borrower agrees to pay interest in respect of the unpaid
principal amount of each Competitive Bid Absolute Rate Loan from the date of the
making of such Loan until such Loan is paid in full at a rate equal to the
Competitive Bid Absolute Rate for such Loan for the Interest Period therefor
quoted by the Banks making such Loan in accordance with Section 2.3(d).

(e) Overdue principal and, to the extent permitted by law, overdue
interest in respect of each Loan shall bear interest at a rate per annum (the
"Default Rate") equal to the sum of two percent (2%) plus the interest rate
otherwise applicable hereunder to such principal amount in effect from time to
time (or, if such overdue payment is not relating to a Loan, 2% above the Base
Rate then in effect).

(f) Interest on any Loan shall accrue from and including the date
of the Borrowing thereof to but excluding the date of any repayment thereof
(provided that any Loan borrowed and repaid on the same day shall accrue one
day's interest) and shall be payable (i) in respect of each Base Rate Loan, in
arrears on each Payment Date, (ii) in respect of each LIBOR Loan and Competitive
Bid Loan, on the last day of each Interest Period applicable to such Loan and,
in the case of an Interest Period of six months, on the date occurring three
months from the first day of such Interest Period and on the last day of such
Interest Period and (iii) in the case of all Loans, on any prepayment or
conversion (on the amount prepaid or converted), at maturity (whether by
acceleration or otherwise) and, after such maturity, on demand.

(g) The Agent shall, upon determining the LIBOR Rate for any
Interest Period, promptly notify the Borrower and the Banks thereof.

(h) Each Reference Bank agrees to make the quotes available to the
Agent to permit the Agent to determine the LIBOR Base Rate.

Section 2.8 Interest Periods. (a) The Borrower shall, in any Notice
of Borrowing, in any Competi-

33
39

tive Bid Quote Request in respect of the making of a LIBOR Loan or of a
Competitive Bid Loan or in any Notice of Conversion or Continuation in respect
of the conversion into or continuation of a LIBOR Loan, select the interest
period (each an "Interest Period") applicable to such Loan, which Interest
Period shall, at the option of the Borrower, be either a one-month, two-month,
three-month or six-month period for LIBOR Loans or Competitive Bid LIBOR Loans
or any period not exceeding 360 days for Competitive Bid Absolute Rate Loans,
provided that:

(i) the initial Interest Period for any LIBOR Loan,
Competitive Bid Absolute Rate Loan or Competitive Bid LIBOR Loan shall
commence on the date of the making of such Loan (including the date of any
conversion from a Base Rate Loan) and each Interest Period occurring
thereafter shall commence on the date on which the next preceding Interest
Period expires, provided that each Competitive Bid Absolute Rate Loan and
Competitive Bid LIBOR Loan shall mature and be due and payable at the end
of the Interest Period applicable thereto;

(ii) if any Interest Period would otherwise expire on a day
which is not a Business Day, such Interest Period shall expire on the next
succeeding Business Day, provided, however, that if any Interest Period
would otherwise expire on a day which is not a Business Day but is a day of
the month after which no further Business Day occurs in such month, such
Interest Period shall expire on the next preceding Business Day;

(iii) if any Interest Period begins on a day for which
there is no numerically corresponding day in the calendar month at the end
of such Interest Period, such Interest Period shall end on the last
Business Day of such calendar month;

(iv) no Interest Period in respect of any Loan shall extend
beyond the Maturity Date; and

34
40

(v) if upon the expiration of any Interest Period, the
Borrower has failed to elect a new Interest Period to be applicable to the
respective LIBOR Loan as provided above, the Borrower shall be deemed to
have elected to convert such LIBOR Loans into Base Rate Loans effective as
of the expiration date of such current Interest Period.

Section 2.9 Minimum Amount of LIBOR Loans. All borrowings,
conversions, continuations, payments, prepayments (other than prepayments made
pursuant to Section 2.13) and selections of Interest Periods hereunder shall be
made or selected so that, after giving effect thereto, (i) the aggregate
principal amount of any Borrowing comprised of LIBOR Loans shall not be less
than $1,000,000 or an integral multiple of $100,000 in excess thereof, and (ii)
there shall be no more than eight (8) Borrowings comprised of LIBOR Loans
outstanding at any time.

Section 2.10 Conversion or Continuation. (a) Subject to the other
provisions hereof, the Borrower shall have the option (i) to convert at any time
all or any part of outstanding Base Rate Loans (other than Swingline Loans and
Competitive Bid Absolute Rate Loans) to LIBOR Loans, or (ii) to convert all or
any part of outstanding LIBOR Loans which comprise part of the same Borrowing to
Base Rate Loans, on the expiration date of the Interest Period applicable
thereto, or (iii) to continue all or any part of outstanding LIBOR Loans which
comprise part of the same Borrowing as LIBOR Loans for an additional Interest
Period, on the expiration of the Interest Period applicable thereto; provided
that (A) no Loan may be continued as, or be converted into, a LIBOR Loan when
any Default or Event of Default has occurred and is continuing and (B) no
Competitive Bid Loans may be so converted or continued.

(b) In order to elect to convert or continue a Loan
under this Section 2.10, the Borrower shall deliver irrevocable written notice
thereof (a "Notice of Conversion or Continuation") to the Agent no later than
10:00 A.M., New York City time, (i) at least one Business Day in advance of the
proposed conversion date in the case of a

35
41

conversion to a Base Rate Loan and (ii) at least three Business Days in advance
of the proposed conversion or continuation date in the case of a conversion to,
or a continuation of, a LIBOR Loan. A Notice of Conversion or Continuation
shall specify (w) the requested conversion or continuation date (which shall be
a Business Day), (x) the Borrowing to be converted or continued, (y) whether a
conversion or continuation is requested, and (z) in the case of a conversion
to, or a continuation of, a LIBOR Loan, the requested Interest Period.
Promptly after receipt of a Notice of Conversion or Continuation under this
Section 2.10(b), the Agent shall provide each Bank with a copy thereof.

Section 2.11 Voluntary Reduction of Commitments. Upon at least three
Business Days' prior irrevocable written notice to the Agent (which notice the
Agent shall promptly transmit to each of the Banks), the Borrower shall have the
right, without premium or penalty, to permanently terminate each Bank's Pro Rata
Share of the unutilized portion of the Total Commitment, in part or in whole,
provided that any such partial reduction shall be in the minimum aggregate
amount of $1,000,000 or any integral multiple of $100,000 in excess thereof;
provided, however, that the Total Commitment may at no time be reduced to an
amount less than the sum of the outstanding Swingline Loans, Competitive Bid
Loans and Letter of Credit Outstandings.

Section 2.12 Voluntary Prepayments. The Borrower shall have the
right to prepay, without premium or penalty, the Loans in whole or in part from
time to time on the following terms and conditions: (i) the Borrower shall give
the Agent written notice, which notice shall be irrevocable, of its intent to
prepay the Loans, at least three Business Days prior to a prepayment of LIBOR
Loans and at least one Business Day prior to a prepayment of Base Rate Loans,
which notice shall specify the amount of such prepayment and what Types and
Facilities of Loans are to be prepaid and, in the case of LIBOR Loans, the
specific Borrowing(s) pursuant to which made, and which notice the Agent shall
promptly transmit to each of the Banks, (ii) each prepayment shall be in an
aggregate principal amount of $1,000,000 or any integral multiple of $100,000 in
excess thereof, and (iii) prepayments of LIBOR Loans and Competitive Bid LIBOR
Loans made pursuant to this Section may only be made on the last day of an
Interest Period applicable thereto unless accompanied by such amounts required
pursuant to Section 2.18. Notice having thus been given the amount of any such
prepayment

36
42

shall mature and become due and payable on the date specified in such notice.

Section 2.13 Mandatory Prepayments.

(a) On each date on which the amount of aggregate outstanding
Revolving Loans plus the outstanding Competitive Bid Loans, plus the outstanding
Swingline Loans, plus the Letter of Credit Outstandings exceeds the Total
Commitment then in effect (including any such date on which the Total Commitment
is reduced or terminated pursuant to Section 2.11 after giving effect to such
reduction or termination), the Borrower shall immediately prepay Loans to the
extent of such excess.

(b) Each Competitive Bid Loan shall mature and be due and
payable at the end of the Interest Period applicable thereto.

Section 2.14 Application of Prepayments. All prepayments of the
Loans required by Section 2.13(a) shall be applied (in each case accompanied by
prepayment of all interest accrued on the amount prepaid) first, to prepay the
Swingline Loans until such Swingline Loans shall have been repaid in full,
second, to prepay the Revolving Loans until such Revolving Loans shall have been
repaid in full, which prepayments shall be applied first to Base Rate Loans and
then LIBOR Loans and third, to all other outstanding Obligations then due and
payable.

Section 2.15 Method and Place of Payment. (a) Except as otherwise
specifically provided herein, all payments and prepayments under this Agreement
and the Notes shall be made to the Agent for the account of the Banks entitled
thereto not later than 12:00 noon, New York City time, on the date when due and
shall be made in lawful money of the United States of America in immediately
available funds at the Agent's Office, and any funds received by the Agent after
such time shall, for all purposes hereof (including the following sentence), be
deemed to have been paid on the next succeeding Business Day. Except as
otherwise specifically provided herein, the Agent shall thereafter cause to be
promptly distributed to each such Bank in like funds its Pro Rata Share of
payments so received.

37
43

(b) Whenever any payment to be made hereunder or under any
Note shall be stated to be due on a day which is not a Business Day, the due
date thereof shall be extended to the next succeeding Business Day and, with
respect to payments of principal, interest shall be payable at the applicable
rate during such extension.

(c) All payments made by the Borrower hereunder and under the
other Loan Documents shall be made irrespective of, and without any reduction
for, any setoff or counterclaim.

Section 2.16 Fees. The Borrower agrees to pay to the Agent for the
account of each Bank a facility fee, computed at the per annum rate of 1/5 of 1%
on such Bank's Revolving Loan Commitment, from and including the Restatement
Effective Date to but not including the Maturity Date, payable quarterly in
arrears on each Payment Date and on the Maturity Date or such earlier date, if
any, on which the Revolving Loan Commitment shall terminate in accordance with
the terms hereof. Such fees shall be computed on the basis of a 360-day year.

Section 2.17 Interest Rate Unascertainable, Increased Costs,
Illegality. (a) In the event that the Agent, in the case of clause (i) below,
or any Bank, in the case of clauses (ii) and (iii) below, shall have determined
(which determination shall, absent manifest error, be final and conclusive and
binding upon all parties hereto):

(i) on any date for determining the LIBOR Rate for any
Interest Period, that by reason of any changes arising after the
Restatement Effective Date affecting the interbank LIBOR market, adequate
and fair means do not exist for ascertaining the applicable interest rate
on the basis provided for in the definition of LIBOR Rate; or

(ii) at any time that the relevant LIBOR Rate applicable to
any of its Loans shall not represent the effective pricing to such Bank for
funding or maintaining a LIBOR Loan or Competitive Bid LIBOR Loan, or such
Bank shall incur increased costs or reductions

38
44

in the amounts received or receivable hereunder in respect of any LIBOR
Loan, in any such case because of any change since the Restatement
Effective Date in any applicable law or governmental rule, regulation,
guideline or order or any interpretation thereof or any directive or
request related thereto and including the introduction of any new law or
governmental rule, regulation, guideline or order (such as for example but
not limited to a change in official reserve requirements, but, in all
events, excluding reserves required under Regulation D of the Federal
Reserve Board to the extent included in the computation of the LIBOR Rate)
whether or not having the force of law and/or any other circumstances
affecting such Bank or the interbank LIBOR market or the position of such
Bank in such market as a result of any such change; or

(iii) at any time that the making or continuance by any Bank of
any LIBOR Loan or Competitive Bid LIBOR Loan has become unlawful by
compliance by such Bank in good faith with any law or governmental rule,
regulation, guideline or order;

then, and in any such event, the Agent or such Bank shall, promptly after
making such determination, give notice (by telephone promptly confirmed in
writing) to the Borrower and (if applicable) the Agent of such determination
(which notice the Agent shall promptly transmit to each of the Banks).
Thereafter (x) in the case of clause (i) above, the Borrower's right to request
LIBOR Loans or Competitive Bid LIBOR Loans shall be suspended, and any Notice
of Borrowing given by the Borrower with respect to any Borrowing of LIBOR Loans
or Competitive Bid LIBOR Loans or any Notice of Conversion or Continuation
given by the Borrower with respect to any Borrowing of LIBOR Loans, in each
case which has not yet been made shall be deemed cancelled and rescinded by the
Borrower, (y) in the case of clause (ii) above, the Borrower shall upon notice
by the Bank in accordance with Section 2.21 pay to such Bank, such additional
amounts (in the form of an increased rate of interest, or a different method of
calculating interest, or otherwise, as such Bank in its reasonable discretion
shall determine) as shall be re-

quired to compensate such Bank for such increased costs or reduction in amounts
received or receivable hereunder and (z) in the case of clause (iii) above, the
Borrower's right to request LIBOR Loans or Competitive Bid LIBOR Loans
thereafter shall be suspended, and Borrower shall take one of the actions
specified in clause (b) below as promptly as possible and, in any event, within
the time period required by law.

(b) In the case of any LIBOR Loan or requested LIBOR Loan or
Competitive Bid LIBOR Loan affected by the circumstances described in clause
(a)(ii) above, the Borrower may, and in the case of any LIBOR Loan or
Competitive Bid LIBOR Loan affected by the circumstances described in clause
(a)(iii) above the Borrower shall, either (x) if any such LIBOR Loan or
Competitive Bid LIBOR Loan has not yet been made but is then the subject of a
Notice of Borrowing or a Notice of Conversion or Continuation, be deemed to have
cancelled and rescinded such notice, or (y) if any such LIBOR Loan or
Competitive Bid LIBOR Loan is then outstanding, require the affected Bank to
convert each such LIBOR Loan or Competitive Bid LIBOR Loan into a Base Rate Loan
at the end of the applicable Interest Period or such earlier time as may be
required by law, in each case by giving the Agent notice (by telephone promptly
confirmed in writing) thereof on the Business Day that the Borrower was notified
by the Bank pursuant to clause (a) above; provided, however, that all Banks
whose LIBOR Loans or Competitive Bid LIBOR Loan are affected by the
circumstances described in clause (a) above shall be treated in the same manner
under this clause (b).

(c) In the event that the Agent determines at any time
following its giving of notice based on the conditions described in clause
(a)(i) above that none of such conditions exist, the Agent shall promptly give
notice thereof to the Borrower and the Banks, whereupon the Borrower's right to
request LIBOR Loans and Competitive Bid LIBOR Loans from the Banks and the
Banks' obligation to make LIBOR Loans shall be restored (it being acknowledged
that the Banks have no obligation to make Competitive Bid LIBOR Loans).

(d) In the event that a Bank determines at any time following
its giving of a notice based on the conditions described in clause (a)(iii)
above that none

40
46

of such conditions exist, such Bank shall promptly give notice thereof to the
Borrower and the Agent, whereupon the Borrower's right to request LIBOR Loans
and Competitive Bid LIBOR Loans from such Bank and such Bank's obligation to
make LIBOR Loans shall be restored (it being acknowledged that the Banks have
no obligation to make Competitive Bid LIBOR Loans).

Section 2.18 Funding Losses. The Borrower shall compensate each
Bank, upon its written request (which request shall set forth the basis for
requesting such amounts), for all reasonable losses, expenses and liabilities
(including, without limitation, lost profits, any loss, expense or liability
incurred by such Bank in connection with the liquidation or reemployment of
deposits or funds required by it to make or carry its LIBOR Loans or Competitive
Bid Rate LIBOR Loans), that such Bank sustains: (i) if for any reason (other
than a default by such Bank) including, without limitation, the failure of any
conditions precedent specified in Section 3 to be satisfied, a Borrowing of, or
conversion from or into, or a continuation of, LIBOR Loans does not occur on a
date specified therefor in a Notice of Borrowing or Notice of Conversion or
Continuation (whether or not rescinded, cancelled or withdrawn or deemed
rescinded, cancelled or withdrawn, pursuant to Section 2.17(a) or 2.17(b) or
otherwise), (ii) if any repayment (including, without limitation, payment after
acceleration) or conversion of any of its LIBOR Loans or Competitive Bid Rate
LIBOR Loans occurs on a date which is not the last day of the Interest Period
applicable thereto or (iii) if any prepayment of any of its Loans is not made on
any date specified in a notice of prepayment given by the Borrower.

Section 2.19 Increased Capital. If any Bank, the Swingline Lender or
the Issuing Bank shall have determined that compliance with any applicable law,
rule, regulation, guideline, request or directive (whether or not having the
force of law) of any governmental authority, central bank or comparable agency
adopted after the Restatement Effective Date, or any change after the
Restatement Effective Date in any such law, rule, regulation, guideline, request
or directive which was in effect on the Restatement Effective Date has or would
have the effect of reducing the rate of return on the capital or assets of such
Bank or any Person controlling such Bank

41
47

as a consequence of its commitments or obligations hereunder (including,
without limitation, its obligations to make Loans, issue Letters of Credit or
participate in Letters of Credit), then from time to time upon notice by the
Bank in accordance with Section 2.21, the Borrower shall pay to such Bank,
Swingline Lender or Issuing Bank, as the case may be, such additional amount or
amounts as will compensate such Bank or Person for such reduction.

Section 2.20 Taxes. (a) All payments made by the Borrower under
this Agreement shall be made free and clear of, and without reduction or
withholding for or on account of, any present or future income, stamp or other
taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now
or hereafter imposed, levied, collected, withheld or assessed by any
governmental authority excluding, in the case of the Agent and each Bank, net
income and franchise taxes imposed on the Agent or such Bank by the jurisdiction
under the laws of which the Agent or such Bank is organized or any political
subdivision or taxing authority thereof or therein, or by any jurisdiction in
which such Bank's Domestic Lending Office or LIBOR Lending Office, as the case
may be, is located or any political subdivision or taxing authority thereof or
therein (all such non-excluded taxes, levies, imposts, deductions, charges or
withholdings being hereinafter called "Taxes"). If any Taxes are required to be
withheld from any amounts payable to the Agent or any Bank hereunder or under
the Notes, the amounts so payable to the Agent or such Bank shall be increased
to the extent necessary to yield to the Agent or such Bank (after payment of all
Taxes on any amounts payable under this Section 2.20) interest on any such other
amounts payable hereunder at the rates or in the amounts specified in this
Agreement and the Notes. Whenever any Taxes are payable by the Borrower, as
promptly as possible thereafter, the Borrower shall send to the Agent for its
own account or for the account of such Bank, as the case may be, a certified
copy of an original official receipt received by the Borrower showing payment
thereof. If the Borrower fails to pay any Taxes when due to the appropriate
taxing authority or fails to remit to the Agent the required receipts or other
required documentary evidence, the Borrower shall indemnify the Agent and the
Banks for any incremental taxes, interest or penalties that may become payable
by the Agent or any Bank as a result of any such failure. The agreements in
this Section 2.20

42
48

shall survive the termination of this Agreement and the payment of the Notes
and all other Obligations.

(b) Each Bank that is not incorporated under the laws of the
United States of America or a state thereof (including each Purchasing Bank that
becomes a party to this Agreement pursuant to Section 9.4) agrees that, prior to
the first date on which any payment is due to it hereunder, it will deliver to
the Borrower and the Agent (i) two duly completed copies of United States
Internal Revenue Service Form 1001 or 4224 or successor applicable form, as the
case may be, certifying in each case that such Bank is entitled to receive
payments under this Agreement and the Notes payable to it, without deduction or
withholding of any United States federal income taxes, and (ii) an Internal
Revenue Service Form W-8 or W-9 or successor applicable form, as the case may
be, to establish an exemption from United States backup withholding tax. Each
Bank which delivers to the Borrower and the Agent a Form 1001 or 4224 and Form
W-8 or W-9 pursuant to the preceding sentence further undertakes to deliver to
the Borrower and the Agent two further copies of the said letter and Form 1001
or 4224 and Form W-8 or W-9, or successor applicable forms, or other manner of
certification, as the case may be, on or before the date that any such letter or
form expires or becomes obsolete or after the occurrence of any event requiring
a change in the most recent letter and form previously delivered by it to the
Borrower, and such extensions or renewals thereof as may reasonably be requested
by the Borrower, certifying in the case of a Form 1001 or 4224 that such Bank is
entitled to receive payments under this Agreement without deduction or
withholding of any United States federal income taxes, unless in any such case,
any change in treaty, law or regulation after the Restatement Effective Date (or
the date any Purchasing Bank became a party hereto) has occurred prior to the
date on which any such delivery would otherwise be required which renders all
such forms inapplicable or which would prevent such Bank from duly completing
and delivering any such letter or form with respect to it and such Bank advises
the Borrower that it is not capable of receiving payments without any deduction
or withholding of United States federal income tax, and in the case of a Form
W-8 or W-9, establishing an exemption from United States backup withholding tax.

43
49

Section 2.21 Mitigation; Calculations. (a) In the event that any
Bank shall have delivered a notice pursuant to Section 2.17(a)(ii), 2.17(a)(iii)
or 2.19 or any L/C Participant shall have delivered a notice pursuant to Section
2A.5, or the Borrower shall be required to make additional payments to any Bank
under Section 2.20, the Borrower shall have the right, but not the obligation,
at its own expense (including with respect to the processing and recordation fee
referred to in Section 9.4(c)), upon notice to such Bank and the Agent, to
replace such Bank with an assignee (in accordance with and subject to the
restrictions contained in Section 9.4(c)) approved by the Agent (which approval
shall not be unreasonably withheld), and such Bank hereby agrees to transfer and
assign without recourse (in accordance with and subject to the restrictions
contained in Section 9.4(c)) all its interests, rights and obligations under
this Agreement to such assignee; provided, however, that no Bank shall be
obligated to make any such assignment unless (i) such assignment shall not
conflict with any law or any rule, regulation or order of any Governmental
Authority, (ii) such assignee shall pay to the affected Bank in immediately
available funds on the date of such assignment the principal of the Loans made
by such Bank hereunder and (iii) the Borrower shall pay to the affected Bank in
immediately available funds on the date of such assignment the interest accrued
to the date of payment on the Loans made by such Bank hereunder and all other
amounts accrued for such Bank's account or owed to it hereunder.

(b) A certificate of each Bank, the Swingline Lender, any L/C
Participant or the Issuing Bank setting forth such amount or amounts as shall be
necessary to compensate such Bank, the Swingline Lender or the Issuing Bank or
its holding company, if any, as specified in Section 2.17, 2.19, 2.20 or 2A.5,
as the case may be, and setting forth in reasonable detail an explanation of the
basis of requesting such compensation in accordance with such Sections,
including calculations in reasonable detail, shall be delivered to the Borrower
and shall be conclusive absent manifest error. The Borrower shall pay each
Bank, the Swingline Lender or the Issuing Bank the amount shown as due on any
such certificate delivered by it within 10 Business Days after its receipt of
the same.

44
50

Section 2.22 Use of Proceeds. The proceeds of the Revolving Loans
shall be used for the Borrower's general corporate purposes.

SECTION 2A. LETTERS OF CREDIT

Section 2A.1 Issuance of Letters of Credit. (a) Subject to and upon
the terms and conditions herein set forth, the Borrower may request the Issuing
Bank from time to time on any Business Day from the Restatement Effective Date
until the Business Day immediately preceding the Maturity Date to issue, and
subject to and upon the terms and conditions herein set forth, the Issuing Bank
shall issue, for the account of the Borrower, any Letter of Credit.

(b) Notwithstanding the foregoing, (i) no Letter of Credit
shall be issued if the issuance of such Letter of Credit would cause the
aggregate amount outstanding at any time of all Letter of Credit Outstandings to
exceed the lesser of (x) the Total Commitment then in effect minus the aggregate
principal amount of the Revolving Loans, Swingline Loans and Competitive Bid
Loans then outstanding and (y) $10,000,000; (ii) each Letter of Credit shall at
all times be in an amount not less than $100,000; (iii) each Letter of Credit
shall by its terms terminate not later than 365 days after the date of issuance
thereof and in any event not later than the Maturity Date; (iv) each Letter of
Credit shall by its terms only be drawable in U.S. Dollars; (v) each Letter of
Credit shall expressly provide at least two Business Days' notice of drawing
before payment under such Letter of Credit shall be due; and (vi) each stand-by
Letter of Credit shall expressly provide that if an Event of Default shall have
occurred and be continuing, the Issuing Bank shall have the right to terminate
such Letter of Credit upon 30 days' notice to the beneficiary thereof during
which period of time such beneficiary shall have the right to make a single
drawing under such Letter of Credit in an amount not to exceed the lesser of (x)
the face amount of such Letter of Credit at such time and (y) the outstanding
Indebtedness supported by such Letter of Credit.

45
51

Borrower shall give the Issuing Bank not less than 10 Business Days' notice of
the date of the proposed date of issuance of such Letter of Credit and the
Issuing Bank shall give to each Bank prompt notice of such Letter of Credit
Request. Each such notice (a "Letter of Credit Request") shall be made by
telephone, telecopy, telex or cable, confirmed immediately in writing, in
substantially the form of Exhibit F hereto, together with a signed letter of
credit application on the Issuing Bank's then-standard form (or other form
acceptable to the Issuing Bank and appropriate, in the sole opinion of the
Issuing Bank, in the circumstances), and may be cancelled by notice thereof
prior to issuance of such Letter of Credit by telephone, telecopy, telex or
cable, confirmed immediately in writing, to the Issuing Bank, which shall give
to each Bank prompt notice of such cancellation.

Section 2A.2 Participation in Letters of Credit. Effective upon the
issuance by the Issuing Bank of any Letter of Credit hereunder, each Bank
severally (and not jointly), irrevocably and unconditionally agrees to purchase
and receive, and does purchase and receive from the Issuing Bank, without
recourse or warranty, an undivided participation interest in such Letter of
Credit in a percentage equal to such Bank's Pro Rata Share.

Section 2A.3 Reimbursement of Letter of Credit Drawings. (a) In the
event that any drawing shall be made under a Letter of Credit, by demand or
claim (including, without limitation, draft), the Issuing Bank shall notify the
Borrower of such drawing and the Borrower shall reimburse the Issuing Bank in
immediately available funds for any amount paid by the Issuing Bank under such
Letter of Credit on the date of such payment, with interest on the amount so
paid or disbursed by the Issuing Bank, to the extent not reimbursed prior to
12:00 noon, New York City time, on the date of such payment or disbursement,
from and including the date paid or disbursed to (but not including the date, if
received by the Issuing Bank prior to 12:00 noon, New York City time) the date
the Issuing Bank was reimbursed therefor, at a rate per annum which shall be
equal to the Base Rate plus 2%, all such interest to be payable on demand.
Notwithstanding the first sentence of this Section 2A.3(a) in the event that any
drawing under a Letter of Credit is not reimbursed by the Borrower on the date
of payment by the Issuing Bank, and, pursuant to Sections 2.1 and 3.2 of

46
52

this Agreement, the Borrower is then permitted to obtain Revolving Loans under
this Agreement (without regard to the limitations set forth in Section 2.1(c)),
the Borrower shall be deemed to have requested a Borrowing of Revolving Loans
consisting of Base Rate Loans in an aggregate amount equal to such unreimbursed
payment. The Banks shall make the requested Revolving Loans as of the date of
such payment by the Issuing Bank, and the proceeds of such Revolving Loans
shall be paid to the Issuing Bank to reimburse the Issuing Bank for such
drawing in full. In the event that any drawing under a Letter of Credit is not
reimbursed by the Borrower on the date of payment by the Issuing Bank and,
because of the failure of the Borrower to meet the conditions set forth in
Sections 2.1 and 3.2 of this Agreement, the Borrower is then not permitted to
obtain Revolving Loans thereunder, a default specified in Section 7.1(a) shall
have occurred and the Issuing Bank shall promptly notify each Bank.
Immediately upon receipt of such notice, the Revolving Loan Banks will pay to
the Issuing Bank the amount of their respective participations in the Letter of
Credit. In the event that any Bank fails timely to make the Revolving Loan or
pay the amount of its participation as required by this Section 2A.3(a),
interest shall accrue thereon at the overnight Federal Funds Rate from the date
of payment by the Issuing Bank to the date of repayment thereof by such Bank.

(b) The obligations of the Borrower and the Banks under
Section 2A.3(a) shall be absolute, unconditional and irrevocable, and shall be
performed strictly in accordance with the terms thereof, under all circumstances
whatsoever, including the circumstances listed below:

(i) any setoff, counterclaim or defense to payment which
the Borrower may have or has had against the Issuing Bank or Banks;

(ii) any lack of validity or enforceability of any Letter
of Credit, any drawings thereunder or any related contract;

(iii) any statement or any other document presented under
any Letter of Credit that proves to be forged, fraudulent or invalid or
insufficient in any respect or any

statement therein that proves to be untrue or inaccurate in any
respect whatsoever; or

(iv) payment by the Issuing Bank under any Letter of Credit
against presentation of a draft or certificate or other document that
does not comply with the terms of such Letter of Credit unless such
payment by the Issuing Bank constituted gross negligence or willful
misconduct of the Issuing Bank.

(c) Any action taken or omitted to be taken by the Issuing Bank
under or in connection with any Letter of Credit, if taken or omitted to be
taken in the absence of gross negligence or willful misconduct, shall not put
the Issuing Bank under any resulting liability to any Bank or relieve that Bank
of its obligations hereunder to the Issuing Bank. In determining whether to pay
under any Letter of Credit, the Issuing Bank shall have no obligation to the
Banks other than to confirm that any documents required to be delivered under
such Letter of Credit appear to have been delivered and that they appear to
comply on their face with the requirements of such Letter of Credit.

Section 2A.4 Letter of Credit Fee. The Borrower agrees to pay to the
Issuing Bank its standard issuance and negotiation fees, plus a letter of credit
fee of 1/4% per annum of the face amount of each Letter of Credit for the term
of each Letter of Credit for the account of, and to be distributed by the Agent
to, each Bank participating in such Letter of Credit according to its Pro Rata
Share of each such Letter of Credit, plus an additional fee of 1/4 of 1% per
annum of the face amount of each solely for the account of the Issuing Bank.
Such letter of credit fees shall be nonrefundable and shall be payable quarterly
in arrears on each Payment Date. All such fees shall be calculated on the basis
of a 360 day year.

Section 2A.5 Increased Costs, Illegality. (a) In the event that the
Issuing Bank or any L/C Participant shall have determined (which determination
shall, absent manifest error, be final and conclusive and binding upon all
parties hereto) at any time that it shall incur increased costs or reductions in
the amounts received or receivable hereunder in respect of any Letter of Credit,

48
54

in any such case because of any change since the date hereof in any applicable
law or governmental rule, regulation, guideline or order or any interpretation
thereof or any directive or request related thereto and including the
introduction of any new law or governmental rule, regulation, guideline or
order (such as, for example but not limited to, a change in official reserve
requirements), whether or not having the force of law and/or other
circumstances affecting the Issuing Bank or such L/C Participant as a result of
any such change; then, and in any such event, the Issuing Bank or such L/C
Participant shall, promptly after making such determination, give notice (by
telephone promptly confirmed in writing) to the Borrower and (if applicable)
the Issuing Bank of such determination (which notice the Issuing Bank shall
promptly transmit to each of the Banks). Thereafter, the Borrower shall pay to
the Issuing Bank or such L/C Participant, upon notice by the Issuing Bank or
L/C Participant, as the case may be, in accordance with Section 2.21 therefor,
such additional amounts (in the form of an increased rate of interest, or a
different method of calculating interest, or otherwise, as the Issuing Bank or
such L/C Participant in its reasonable discretion shall determine) as shall be
required to compensate the Issuing Bank or such L/C Participant for such
increased costs or reduction in amounts received or receivable hereunder.

(b) In the case of any Letter of Credit or requested
Letter of Credit affected by the circumstances described above, the Borrower
may, if any such Letter of Credit has not yet been issued but is then the
subject of a Letter of Credit Request, be deemed to have cancelled and rescinded
such Request, provided, however, that all L/C Participants whose participation
in such Letter of Credit are affected by the circumstances described in clause
(a) above shall be treated in the same manner under this clause (b).

SECTION 3. CONDITIONS PRECEDENT

Section 3.1 Conditions Precedent to Effectiveness. The
effectiveness of this Agreement and the obligation of each Bank to make Loans
hereunder, the obligation of the Swingline Lender to make Swingline Loans
hereunder and the obligation of the Issuing Bank to

49
55

issue any Letter of Credit hereunder are subject to the satisfaction on or
prior to the Restatement Effective Date of the following conditions precedent:

(a) Loan Documents.

(i) Credit Agreement. The Borrower and Holdings
shall have executed and delivered this Amended and Restated Credit
Agreement to the Agent and each of the Banks.

(ii) Notes. The Borrower shall have executed and
delivered to each Bank the Notes payable to such Bank.

(iii) Guaranty. Holdings shall have executed and
delivered the Holdings Guaranty to the Agent.

(b) Opinions of Counsel.

The Agent and the Banks shall have received legal opinions,
dated the Restatement Effective Date, from (i) ▇▇▇▇▇▇ & ▇▇▇▇▇, special New
York counsel to the Borrower, substantially in the form set forth as
Exhibit G-1 and (ii) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special
counsel to the Agent, substantially in the form set forth as Exhibit G-2.

(c) Corporate Documents. The Agent and the Banks shall
have received the Certificate of Incorporation (or its equivalent) of Holdings
and the Borrower, as amended, modified or supplemented to the Restatement
Effective Date, certified to be true, correct and complete by the appropriate
Secretary of State as of the Restatement Effective Date or a recent date prior
to the Restatement Effective Date, together with a good standing certificate
from such Secretary of State and a good standing certificate from the
Secretaries of State (or the equivalent thereof) of each other State in which
the Borrower is required to be qualified to transact business, each to be dated
the Restatement Effective Date or a recent date prior to the Restatement
Effective Date.

(d) Certified Resolutions, etc. The Agent shall have
received a certificate of the Secretary

50
56

or Assistant Secretary of each of Holdings and the Borrower dated the
Restatement Effective Date certifying (i) the names and true signatures of
their respective incumbent officers authorized to sign the applicable Loan
Documents and act as its representative for the purposes of signing documents
and giving notices and communications in connection therewith, (ii) their
respective By-Laws as in effect on the Restatement Effective Date, (iii) the
resolutions of their respective Boards of Directors approving and authorizing
the execution, delivery and performance of all Loan Documents to which it is a
party, and (iv) that there have been no changes in their respective
Certificates of Incorporation since the date of the certification thereof by
the appropriate Secretary of State referred to in clause (c) above.

(e) Insurance. The Agent and the Banks shall have received a
certificate of an Authorized Officer of the Borrower certifying that all
policies of insurance as required pursuant to Section 5.3 are in full force and
effect and not subject to cancellation.

(f) Liens, etc. The Agent and the Banks shall have received
evidence satisfactory to the Agent and the Required Banks of the status of
Uniform Commercial Code liens, tax liens, judgments and outstanding litigation
with respect to Holdings and its Subsidiaries in the States of Michigan and
Minnesota.

(g) Solvency Certificate. The Agent and the Banks shall have
received a certificate signed by the chief financial officer of each of Holdings
and the Borrower (which may be a single certificate signed by such officer on
behalf of both Holdings and the Borrower), in form and substance satisfactory to
the Agent and the Banks, containing conclusions as to the solvency, adequacy of
capital, and ability to pay its debts of Holdings (on a consolidated basis) and
the Borrower after giving effect to the transactions contemplated hereby.

(h) Environmental Matters. The Agent and the Banks shall be
satisfied in their sole discretion that neither Holdings, the Borrower nor any
other Subsidiary is subject to any present or contingent environmental liability
which could have a Material Adverse Effect.

51
57

(i) Fees and Expenses. Chase shall have received, for its
account and for the account of each Bank, as applicable, all Fees and other fees
and expenses due and payable hereunder on or before the Restatement Effective
Date.

(j) Additional Matters. The Agent and the Banks shall have
received such other certificates, opinions, documents and instruments relating
to this Agreement, the other Loan Documents and the transactions contemplated by
this Agreement as may have been reasonably requested by the Agent or any Bank,
and all corporate and other proceedings and all other documents (including,
without limitation, all documents referred to herein and not appearing as
exhibits hereto), and all matters in connection with this Agreement, the other
Loan Documents and the transactions contemplated by this Agreement (including,
without limitation, legal, tax, labor, benefit and environmental matters) shall
be satisfactory to the Agent and the Banks.

Section 3.2 Conditions Precedent to All Loans and Issuance of
Letters of Credit. The obligation of each Bank to make any Loan, the obligation
of the Swingline Lender to make any Swingline Loan and the obligation of the
Issuing Bank to issue any Letter of Credit is subject to the satisfaction on or
prior to the date such Loan is made or such Letter of Credit is issued, as the
case may be, of the following conditions precedent:

(a) Representations and Warranties. The representations and
warranties contained herein and in the other Loan Documents (other than
representations and warranties which expressly speak only as of a specific date)
shall be true and correct in all material respects on the date such Loan is made
or on the date such Letter of Credit is issued, as the case may be, both before
and after giving effect to the making of such Loan or the issuance of such
Letter of Credit, as the case may be.

(b) No Default or Event of Default. No Default or Event of
Default shall have occurred and be continuing on such date, either before or
after giving effect to the making of such Loan or the issuance of such Letter of
Credit, as the case may be.

52
58

(c) No Injunction. No law or regulation shall have been
adopted, and no order, judgment or decree of any governmental authority shall
have been issued, which would enjoin, prohibit or restrain the making or
repayment of the Loans, the issuance of or the reimbursement for the Letters of
Credit.

(d) Notice of Borrowing. In the case where any Loan is to be
made, the Agent and the Banks shall have received a fully executed Notice of
Borrowing in respect of the Loans to be made on such date in accordance with
Section 2.1, 2.2 or 2.3, as appropriate.

(e) Letter of Credit Request. In the case where any Letter
of Credit is to be issued, the Issuing Bank shall have received a fully executed
Letter of Credit Request in respect of the Letter of Credit to be issued on such
date in accordance with Section 2A.1(a).

The acceptance of the proceeds of each Loan or the issuance of each
Letter of Credit shall constitute a representation and warranty by Holdings and
the Borrower to each of the Banks or the Issuing Bank, as the case may be, that
all of the conditions required to be satisfied under this Section 3 in
connection with the making of such Loan or the issuance of each Letter of Credit
have been satisfied.

In the case where any Loan is to be made, all of the Notes,
certificates, agreements, legal opinions and other documents and papers referred
to in this Section 3, unless otherwise specified, shall be delivered to the
Agent, for the account of each of the Banks and, except for the Notes, in
sufficient counterparts for each of the Banks, and shall be satisfactory in form
and substance to each of the Banks; and in the case where a Letter of Credit is
to be issued, all of the certificates, agreements, legal opinions and other
documents and papers referred to in this Section 3, unless otherwise specified,
shall be delivered to the Issuing Bank, in sufficient counterparts for each of
the Issuing Bank and the L/C Participants, and shall be satisfactory in form and
substance to the Issuing Bank and each of the L/C Participants.

53
59

SECTION 4. REPRESENTATIONS AND WARRANTIES

In order to induce the Banks to enter into this Agreement, to make the
Loans and to issue the Letters of Credit, Holdings and the Borrower make the
following representations and warranties, which shall survive the execution and
delivery of this Agreement and the Notes, the making of the Loans and the
issuance of the Letters of Credit until all Obligations are indefeasibly repaid
in full and this Agreement and the Commitments are terminated:

Section 4.1 Corporate Status. Holdings, the Borrower and each of
their respective Subsidiaries (i) is a duly organized and validly existing
corporation in good standing under the laws of the jurisdiction of its
organization, (ii) has the power and authority to own its property and assets
and to transact the business in which it is engaged or presently proposes to
engage and (iii) has duly qualified and is authorized to do business and is in
good standing in every jurisdiction in which it owns or leases real property or
in which the nature of its business requires it to be so qualified.

Section 4.2 Corporate Power and Authority. Each of Holdings and
the Borrower has the corporate power and authority to execute, deliver and carry
out the terms and provisions of each of the Loan Documents to which it is a
party and each other agreement or instrument to be executed and delivered by it
in connection with the Restructuring and has taken all necessary corporate
action to authorize the execution, delivery and performance by it of such Loan
Documents and other agreements or instruments in connection with the
Restructuring. Each of Holdings and the Borrower has duly executed and
delivered each such Loan Document to which it is a party, and each such Loan
Document constitutes its legal, valid and binding obligation, enforceable
against it in accordance with its terms subject, as to enforcement, to
bankruptcy, insolvency, moratorium or other similar laws at the time in effect
relating to the enforceability of the rights of creditors generally and to
general principles of equity.

Section 4.3 No Violation. None of the execution, delivery or
performance by Holdings or the Borrower of the Loan Documents to which it is a
party, compliance by it with the terms and provisions thereof or the con-

54
60

summation of the transactions contemplated thereby, including without
limitation, the Restructuring (i) will contravene any applicable provision of
any law, statute, rule or regulation or any applicable order, writ, injunction
or decree of any court or governmental instrumentality or (ii) will conflict or
be inconsistent with or result in any breach of any of the terms, covenants,
conditions or provisions of, or constitute a default under, or result in the
creation or imposition of (or the obligation to create or impose) any Lien upon
any of the property or assets of Holdings, the Borrower or any other Subsidiary
pursuant to the terms of any indenture, mortgage, deed of trust, or other
material agreement or other instrument to which Holdings, the Borrower or any
such Subsidiary is a party or by which it or any of its property or assets is
bound or to which it may be subject, or (iii) will violate any provision of the
Certificate of Incorporation or By-Laws of Holdings or the Borrower.

Section 4.4 Litigation. There are no actions, charges,
grievances, arbitrations, claims, suits or proceedings pending or, to Holdings
or the Borrower's knowledge, threatened (including any condemnation or similar
proceeding) (i) with respect to any of the Loan Documents or (ii) except as set
forth in Schedule 4.4, that could, individually or in the aggregate, result in a
Material Adverse Effect.

Section 4.5 Financial Statements; Financial Condition; etc. The
Borrower has no material liability (contingent or otherwise) forward or
long-term commitments or anticipated losses from any unfavorable commitments not
reflected in the financial statements most recently made a part of the
Borrower's Annual Report filed on Form 10-K for the fiscal year ended December
31, 1996 and the Quarterly Report filed on Form 10-Q for the fiscal quarter
ended March 31, 1997 or in the notes thereto or on any other financial
statements subsequently filed with the annual or quarterly reports of Holdings
on Forms 10-K or 10-Q, as the case may be.

Section 4.6 Projections. The most recent projections delivered
pursuant to Section 5.1(k) of the Existing Credit Agreement have been prepared
on the basis of the assumptions accompanying them, and such projections and
assumptions, as of the date of preparation thereof and as of the Restatement
Effective Date, are

55
61

reasonable and represent the Borrower's good faith estimate of its future
financial performance, it being understood that nothing contained in this
Section 4.6 shall constitute a representation or warranty that such future
financial performance or results of operations will in fact be achieved.

Section 4.7 Material Adverse Change. Since March 31, 1997, there
has occurred no material adverse change in the condition (financial or
otherwise), operation, assets, nature of assets, liabilities or prospects of
Holdings, the Borrower and their respective Subsidiaries, taken as a whole.

Section 4.8 Use of Proceeds; Margin Regulations. All proceeds of
each Loan will be used by the Borrower only in accordance with the provisions of
Section 2.22. No part of the proceeds of any Loan will be used by the Borrower
to purchase or carry any Margin Stock or to extend credit to others for the
purpose of purchasing or carrying any Margin Stock. Neither the making of any
Loan nor the use of the proceeds thereof will violate or be inconsistent with
the provisions of Regulation G, T, U or X of the Federal Reserve Board.

Section 4.9 Governmental Approvals. No order, consent, approval,
license, authorization, or validation of, or filing, recording or registration
with, or exemption by, any governmental or public body or authority, or any
subdivision thereof, is required to authorize, or is required in connection with
(i) the execution, delivery and performance by Holdings or the Borrower of any
Loan Document or the consummation of any of the transactions contemplated
thereby, (ii) the legality, validity, binding effect or enforceability of any
Loan Document with respect to Holdings or the Borrower or (iii) the
Restructuring, except those that have already been duly made or obtained and
remain in full force and effect.

Section 4.10 Tax Returns and Payments. Each of Holdings, the
Borrower and the other Subsidiaries has filed all tax returns required to be
filed by it and has paid all taxes and assessments payable by it which have
become due, other than those not yet delinquent or those that are reserved
against in accordance with GAAP which are being diligently contested in good
faith by appropriate proceedings.

56
62

Section 4.11 ERISA. Schedule 4.11 lists, as of the Restatement
Effective Date, all Plans. No accumulated funding deficiency (as defined in
Section 412 of the Code or Section 302 of ERISA) or Reportable Event has
occurred with respect to any Plan that could have a Material Adverse Effect.
There are no Unfunded Benefit Liabilities under any Plan that are reasonably
expected by Holdings or the Borrower to result in a Material Adverse Effect
within the next two calendar years from the date this representation and
warranty is made. Holdings, the Borrower and each member of their ERISA
Controlled Group have complied with the requirements of Section 515 of ERISA
with respect to each Multiemployer Plan and is not in "default" (as defined in
Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan
that could have a Material Adverse Effect. The aggregate potential total
withdrawal liability, and the aggregate potential annual withdrawal liability
payments of the Borrower and the members of its ERISA Controlled Group as
determined in accordance with Title IV of ERISA as if the Borrower and the
members of its ERISA Controlled Group had completely withdrawn from all
Multiemployer Plans is not greater than $3,000,000 and $1,000,000, respectively.
To the best knowledge of Holdings and the Borrower, no Multiemployer Plan is or
is likely to be in reorganization (as defined in Section 4241 of ERISA or
Section 418 of the Code) or is insolvent (as defined in Section 4245 of ERISA),
in either case which could reasonably be expected to result in a Material
Adverse Effect. No material liability to the PBGC (other than required premium
payments) or to any Multiemployer Plan on account of a complete or partial
withdrawal therefrom has been, or is expected by Holdings and the Borrower to
be, incurred by Holdings and the Borrower or any member of their ERISA
Controlled Group, which could result in a Material Adverse Effect. No lien under
Section 412(n) of the Code or 302(f) of ERISA or requirement to provide security
under Section 401(a)(29) of the Code or Section 307 of ERISA has been or is
reasonably expected by Holdings and the Borrower to be imposed on the assets of
Holdings or the Borrower or any member of their ERISA Controlled Group.

Section 4.12 Investment Company Act; Public Utility Holding Company
Act. Neither Holdings nor the Borrower is (x) an "investment company" or a
company "controlled" by an "investment company," within the

57
63

meaning of the Investment Company Act of 1940, as amended, (y) a "holding
company" or a "subsidiary company" of a "holding company" or an "affiliate" of
either a "holding company" or a "subsidiary company" within the meaning of the
Public Utility Holding Company Act of 1935, as amended, or (z) subject to any
other federal or state law or regulation which purports to restrict or regulate
its ability to borrow money.

Section 4.13 No Material Adverse Effect as of Restatement Effective
Date. As of the Restatement Effective Date, there is no fact, event or
condition known to Holdings or the Borrower which constitutes or could
reasonably be expected to have a Material Adverse Effect.

Section 4.14 Corporate Structure; Capitalization. Schedule 4.14
hereto sets forth, as of the Restatement Effective Date, the number of
authorized and issued shares of capital stock or other equity interests, as the
case may be, of each of Holdings' and the Borrower's Subsidiaries and the Double
Eagle, the par value thereof and the registered owner(s) thereof. All of such
stock has been duly and validly issued and is fully paid and non-assessable.

Section 4.15 Environmental Matters. (a) Except as set forth in
Schedule 4.15, (i) each of Holdings and the Borrower, the other Subsidiaries
and, to the best of the Holdings' and Borrower's knowledge, their respective
Environmental Affiliates are in compliance with all applicable Environmental
Laws except where noncompliance could not have a Material Adverse Effect, (ii)
each of Holdings, the Borrower and the other Subsidiaries and, to the best of
Holdings' and the Borrower's knowledge, their respective Environmental
Affiliates have all material Environmental Approvals required to operate their
businesses as presently conducted or as reasonably anticipated to be conducted
which the failure to have could reasonably be expected to have a Material
Adverse Effect, (iii) none of Holdings, the Borrower or any of the other
Subsidiaries, or, to the best of Holdings' and the Borrower's knowledge, any of
their respective Environmental Affiliates has received any written
communication, whether from a governmental authority, citizens group, employee
or otherwise, that alleges that Holdings, the Borrower, any other such
Subsidiary or such Environmental Affiliate is not in full compliance with

58
64

all Environmental Laws, which noncompliance could reasonably be expected to
have a Material Adverse Effect, and (iv) to Holdings' and the Borrower's best
knowledge after due inquiry, there are no circumstances that may prevent or
interfere with such full compliance in the future, except such noncompliance
which could not reasonably be expected to have a Material Adverse Effect.

(b) Except as set forth in Schedule 4.15, to the best of Holdings'
and the Borrower's knowledge after due inquiry, there is no Environmental Claim
pending or threatened against Holdings, the Borrower, any of the other
Subsidiaries or any of their respective Environmental Affiliates which could
reasonably be expected to have a Material Adverse Effect.

(c) Except as set forth in Schedule 4.15, there are no past or
present actions, activities, circumstances, conditions, events or incidents,
including, without limitation, the release, emission, discharge or disposal of
any Material of Environmental Concern, that could form the basis of any
Environmental Claim against Holdings or the Borrower, any of the other
Subsidiaries or, to the best of Holdings' and the Borrower's knowledge, any of
their respective Environmental Affiliates, which Environmental Claim could
reasonably be expected to have a Material Adverse Effect.

Section 4.16 Patents, Trademarks, etc. Holdings, the Borrower and
each of the other Subsidiaries have obtained and hold in full force and effect
all patents, trademarks, servicemarks, trade names, copyrights and other such
rights, free from burdensome restrictions, which are necessary for the operation
of its business as presently conducted and which the failure to hold could
reasonably be expected to result in a Material Adverse Effect. To the best of
Holdings' and the Borrower's knowledge, no material product, process, method,
substance, part or other material presently sold by or employed by Holdings or
the Borrower or the other Subsidiaries in connection with such business
infringes any patent, trademark, service ▇▇▇▇, trade name, copyright, license or
other right owned by any other Person, which infringement could reasonably be
expected to result in a Material Adverse Effect. There is not pending or, to
Holdings' and the Borrower's knowledge, overtly threatened, any claim or
litigation against or affecting Hold-

59
65

ings, the Borrower or any of the other Subsidiaries contesting its right to
sell or use any such product, process, method, substance, part or other
material.

Section 4.17 Ownership of Property. Holdings, the Borrower and each
of the other Subsidiaries have good and valid title to or valid leasehold
interests in all of their material real property and good title to all of their
personal property subject to no Lien of any kind except Liens permitted hereby.
Holdings, the Borrower and each of the other Subsidiaries enjoy peaceful and
undisturbed possession under all of their material respective leases.

Section 4.18 No Default. None of Holdings, the Borrower or any other
Subsidiary is in default under or with respect to any agreement, instrument or
undertaking to which it is a party or by which it or any of its property is
bound in any respect, which default could reasonably be expected to result in a
Material Adverse Effect.

Section 4.19 Licenses, etc. Each of Holdings, the Borrower and the
other Subsidiaries have obtained and hold in full force and effect, all material
franchises, licenses, permits, certificates, authorizations, qualifications,
accreditations, easements, rights of way and other rights, consents and
approvals which are necessary for the operation of their respective businesses
as presently conducted and which the failure to hold in full force and effect
could reasonably be expected to have a Material Adverse Effect.

Section 4.20 Compliance with Law. Holdings, the Borrower and each
other Subsidiary is in compliance with all laws, rules, regulations, orders,
judgments, writs and decrees except to the extent such non-compliance,
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect.

Section 4.21 No Burdensome Restrictions. None of Holdings, the
Borrower nor any other Subsidiary is a party to any agreement or instrument or
subject to any other obligation or any charter or corporate restriction which
could reasonably be expected to have a Material Adverse Effect.

60
66

Section 4.22 Property Rights, Services, etc. All services, means of
transportation, facilities and other materials necessary for the operation of
the Plant and the Power Plant at their designed capacities (including, without
limitation, as necessary, gas, electrical, water and sewage services and
facilities) are available to the Plant and the Power Plant and, to the extent
appropriate, arrangements have been made on commercially reasonable terms for
such services, means of transportation, facilities and other materials.

Section 4.23 Merger and Restructuring . The Merger and Restructuring
have been consummated in accordance with all applicable laws and are in full
force and effect.

SECTION 5. AFFIRMATIVE COVENANTS.

Each of Holdings and the Borrower covenants and agrees that on and
after the Restatement Effective Date, until the Total Commitment has terminated
and the Obligations are paid in full:

Section 5.1 Information Covenants. Holdings and/or the Borrower
will furnish to each Bank:

(a) Quarterly Financial Statements. Within forty-five (45)
days after the close of each of the first three quarterly accounting periods in
each fiscal year of Holdings, the consolidated balance sheet of Holdings as at
the end of such quarterly period and the related consolidated statements of
operations, stockholders' equity (or deficiency) and cash flow for such
quarterly period and for the elapsed portion of the fiscal year ended with the
last day of such quarterly period, and in each case setting forth comparative
figures for the related periods in the prior fiscal year.

(b) Annual Financial Statements. Within ninety (90) days
after the close of each fiscal year of Holdings, the consolidated balance sheet
of Holdings as at the end of such fiscal year and the related consolidated
statements of operations, stockholders' equity (or deficiency) and cash flow for
such fiscal year, certified without qualification by Price Waterhouse or other
independent certified public accountants of recognized na-

61
67

tional standing reasonably acceptable to the Required Banks, in each case
together with a report of such accounting firm stating that in the course of
its regular audit of the consolidated financial statements of Holdings, which
audit was conducted in accordance with generally accepted auditing standards,
such accounting firm has obtained no knowledge of any Default or Event of
Default, or if in the opinion of such accounting firm such a Default or Event
of Default has occurred and is continuing, a statement as to the nature
thereof.

(c) Management Letters. Promptly after Holdings' or the
Borrower's receipt thereof, a copy of any "management letter" or other material
report received by Holdings or the Borrower from its independent certified
public accountants.

(d) Budgets. Within sixty (60) days after the commencement
of each fiscal year of Holdings, a budget and financial forecast of results of
operations and sources and uses of cash (in form reasonably satisfactory to the
Required Banks) prepared by Holdings for such fiscal year (and, in any event,
covering the Borrower and each of the other Subsidiaries of Holdings),
accompanied by a written statement of the assumptions used in connection
therewith, together with a certificate of the chief financial officer of
Holdings to the effect that such budget and financial forecast and assumptions
are reasonable and represents Holding's good faith estimate of its future
financial requirements and performance.

(e) Officer's Certificates. At the time of the delivery of
the financial statements under clauses (a) and (b) above, a certificate of the
chief financial officer of Holdings which certifies (x) that such financial
statements fairly present the financial condition and the results of operations
of Holdings on the dates and for the periods indicated, subject, in the case of
interim financial statements, to normally recurring year-end adjustments and (y)
that such officer has reviewed the terms of the Loan Documents and has made, or
caused to be made under his or her supervision, a review in reasonable detail of
the business and condition of Holdings, the Borrower and the other Subsidiaries
during the accounting period covered by such financial statements, and that as a
result of such review such officer has

62
68

concluded that no Default or Event of Default has occurred during the period
commencing at the beginning of the accounting period covered by the financial
statements accompanied by such certificate and ending on the date of such
certificate or, if any Default or Event of Default has occurred, specifying the
nature and extent thereof and, if continuing, the action Holdings or the
Borrower proposes to take in respect thereof. Such certificate shall set forth
the calculations required to establish (i) whether Holdings was in compliance
with the provisions of Section 6.1 during (with respect to Sections 6.1(a),
6.1(c), 6.1(d) and 6.1(e)) and as at the end of (with respect to Section
6.1(b)) the accounting period covered by the financial statements accompanied
by such certificate, and (ii) a calculation of the Leverage Ratio for the last
fiscal quarter covered by such financial statements.

(f) Notice of Default or Litigation. Promptly, and in any
event within three Business Days after Holdings or the Borrower obtains
knowledge thereof, notice of (i) the occurrence of any Default or Event of
Default, (ii) any litigation or governmental proceeding pending or threatened,
or any material development in any such litigation or proceeding, against the
Borrower which could result in a Material Adverse Effect and (iii) any other
event, act or condition which could reasonably be expected to result in a
Material Adverse Effect.

(g) ERISA. (i) As soon as possible and in any event within
10 days after Holdings or the Borrower knows, or has reason to know, that:

(A) any Termination Event or Reportable Event with respect
to an ERISA Plan has occurred or will occur which, in either case, could
reasonably be expected to result in a Material Adverse Effect, or

(B) any condition exists with respect to an ERISA Plan
other than a Multiemployer Plan which presents a material risk of termination of
the Plan or imposition of an excise tax or other liability on Holdings or the
Borrower or any member of their ERISA Controlled Group which could, in any such
case, reasonably be expected to result in a Material Adverse Effect, or

63
69

(C) Holdings, the Borrower or any member of their ERISA
Controlled Group has applied for a waiver of the minimum funding standard under
Section 412 of the Code or Section 302 of ERISA, or

(D) the aggregate present value of the Unfunded Benefit
Liabilities under all ERISA Plans is in any year an amount in excess of 10% of
the Plan Assets, or

(E) any condition exists with respect to a Multiemployer Plan
which presents a material risk of a partial or complete withdrawal (as described
in Section 4203 or 4205 of ERISA) by Holdings or the Borrower or any member of
their ERISA Controlled Group from a Multiemployer Plan which could result in a
Material Adverse Effect, or

(F) the potential withdrawal liability (as determined in
accordance with Title IV of ERISA) of Holdings or the Borrower and the members
of their ERISA Controlled Group with respect to all Multiemployer Plans is an
amount in excess of $1,000,000, or

(G) there is an action brought against Holdings, the Borrower or
any member of their ERISA Controlled Group under Section 502 of ERISA with
respect to its failure to comply with Section 515 of ERISA which could result in
a Material Adverse Effect;

a certificate of the president or chief financial officer of Holdings and the
Borrower setting forth the details of each of the events described in clauses
(A) through (G) above as applicable and the action which Holdings and the
Borrower or the applicable member of their ERISA Controlled Group proposes to
take with respect thereto, together with a copy of any notice or filing from
the PBGC or which may be required by the PBGC or other agency of the United
States government with respect to each of the events described in clauses (A)
through (G) above, as applicable shall be promptly delivered to the Agent and
the Banks.

(ii) As soon as possible and in any event within three Business
Days after the receipt by Holdings, the Borrower or any member of their ERISA
Controlled Group of a demand letter from the PBGC notifying Holdings

64
70

or the Borrower or such member of their ERISA Controlled Group of its final
decision finding liability and the date by which such liability must be paid, a
copy of such letter, together with a certificate of the president or chief
financial officer of Holdings and the Borrower setting forth the action which
Holdings and the Borrower or such member of their ERISA Controlled Group
proposes to take with respect thereto.

(h) SEC Filings. Promptly after the filing thereof, copies
of all regular and periodic financial information, proxy materials and other
information and reports described on Schedule 5.1(h), if any, which Holdings or
the Borrower or any other Subsidiary shall file with the Securities and Exchange
Commission or any governmental agency substituted therefor or which Holdings,
the Borrower or any such other Subsidiary shall send to its stockholders
generally.

(i) Environmental Notices. Promptly, and in any event within
ten Business Days after becoming aware of the existence of any of the following
conditions, a certificate of the chief executive officer or chief financial
officer of Holdings or the Borrower specifying in detail the nature of such
condition and the proposed response thereto: (i) the receipt by Holdings, the
Borrower or any other Subsidiary or any of their respective Environmental
Affiliates of any written communication that alleges that Holdings, the Borrower
or such Subsidiary or such Environmental Affiliate is not in compliance with
applicable Environmental Laws, which noncompliance could reasonably be expected
to have a Material Adverse Effect, (ii) Holdings, the Borrower or any other
Subsidiary or any of their respective Environmental Affiliates shall obtain
actual knowledge that there exists any Environmental Claim pending or threatened
against such Person, which could reasonably be expected to have a Material
Adverse Effect, or (iii) any release, emission, discharge or disposal of any
Material of Environmental Concern that could form the basis of any Environmental
Claim against Holdings, the Borrower or any other Subsidiary or any of their
respective Environmental Affiliates, which Environmental Claim could reasonably
be expected to have a Material Adverse Effect.

(j) Annual Environmental Reporting. Within thirty (30) days
of the end of each fiscal year of

65
71

Holdings, Holdings and the Borrower shall submit to the Agent a report on the
status of environmental compliance. The report shall include the following
with respect to Holdings, the Borrower, each other Subsidiary and each
Environmental Affiliate, as applicable:

(i) the status of all matters with respect to which notices were
required to have been given pursuant to Section 5.1(i);

(ii) the cause or causes of any such matters;

(iii) the actions taken to address such matters;

(iv) plans to resolve or eliminate the reasons such notices were
required to be given and, as applicable, to prevent the recurrence of such
problems;

(v) the costs that are reasonably anticipated to be associated with
actions described in such report and the statutory penalties, if any, and other
potential liabilities that could be associated with such problems; and

(vi) the status of applicable Environmental Approvals, including
without limitation dates of permit renewals, applications and expiration.

(k) Projections. By November 1 of each year, projections
(prepared in a manner consistent with the projections delivered pursuant to
Section 4.6 hereof) for the next succeeding 5 year period.

(l) Other Information. From time to time, such other information
or documents (financial or otherwise) as any Bank may reasonably request.

Section 5.2 Books, Records and Inspections. Holdings and the
Borrower shall, and shall cause each other Subsidiary to, keep proper books of
record and account in which full, true and correct entries in conformity with
GAAP and all requirements of law shall be made of all dealings and transactions
in relation to its business and activities. Holdings and the Borrower shall,
and shall cause each other Subsidiary to, permit

66
72

officers and designated representatives of the Agent and any Bank to visit and
inspect any of the properties of Holdings, the Borrower or any other
Subsidiary, and to examine the books of record and accounts of Holdings and the
Borrower or any other Subsidiary, and discuss the affairs, finances and
accounts of Holdings, the Borrower or any other Subsidiary with, and be advised
as to the same by, its and their officers and independent accountants, all upon
reasonable prior notice and at such reasonable times as the Agent or such Bank
may desire.

Section 5.3 Maintenance of Insurance. Holdings and the Borrower
shall, and shall cause each other Subsidiary to, maintain in effect the
insurance listed on Schedule 5.3 hereto with financially sound and reputable
insurance companies. The insurance policies and coverage listed and described
thereon shall not be altered or cancelled without the prior consent of the
Required Banks if, as a result thereof, Holdings and the Borrower shall fail to
maintain insurance with such coverages as is customary for companies in the same
general area engaged in the same or similar business.

Section 5.4 Taxes. Holdings and the Borrower shall pay or cause
to be paid, and shall cause each other Subsidiary to pay or cause to be paid,
when due, all taxes, charges and assessments and other lawful claims required to
be paid by Holdings, the Borrower or any such other Subsidiary, except as
contested in good faith and by appropriate proceedings diligently conducted, if
adequate reserves have been established with respect thereto in accordance with
GAAP.

Section 5.5 Corporate Franchises. Holdings and the Borrower
shall, and shall cause each other Subsidiary to, do or cause to be done, all
things necessary to preserve and keep in full force and effect its existence and
its patents, trademarks, service marks, trade names, copyrights, franchises,
licenses, permits, certificates, authorizations, qualifications, accreditations,
easements, rights of way and other rights, consents and approvals except where
the failure to so preserve any of the foregoing could not, individually or in
the aggregate, reasonably be expected to result in a Material Adverse Effect.

67
73

Section 5.6 Compliance with Law. Holdings and the Borrower
shall, and shall cause each other Subsidiary to and shall use their best efforts
to cause Double Eagle to, comply with all applicable laws, rules, statutes,
regulations, decrees and orders of, and all applicable restrictions imposed by,
all governmental bodies, domestic or foreign, in respect of the conduct of their
business and the ownership of their property, including, without limitation, all
Environmental Laws, except such non-compliance as could not, individually or in
the aggregate, reasonably be expected to result in a Material Adverse Effect.

Section 5.7 Performance of Obligations. Holdings and the
Borrower shall, shall cause each other Subsidiary to and shall use their best
efforts to cause Double Eagle to, perform in all material respects all of their
respective obligations and preserve and protect in all material respects its
rights under the terms of each mortgage, indenture, security agreement, debt
instrument, lease, undertaking and contract by which it or any of its properties
is bound or to which it is a party if the failure to so perform could,
individually or in the aggregate, reasonably be expected to result in a Material
Adverse Effect.

Section 5.8 Maintenance of Properties. Holdings and the Borrower
shall, shall cause each other Subsidiary to and shall use its best efforts to
cause Double Eagle to, ensure that its material properties used or useful and
necessary in its business are kept in good repair, working order and condition,
normal wear and tear excepted, provided that neither Holdings, the Borrower nor
any other Subsidiary shall be required to maintain, repair or improve any such
property which in its good faith opinion is obsolete, surplus, unfit for use or
cannot be advantageously employed in the conduct of its business.

Section 5.9 Environmental Matters. (a) Upon the occurrence of
any release, emission, discharge or disposal of any Material of Environmental
Concern which could reasonably be expected to form the basis of an Environmental
Claim against Holdings, the Borrower, any other Subsidiary or any Environmental
Affiliate, which occurrence could reasonably be expected to result in a Material
Adverse Effect, Holdings and the Borrower shall,

and shall cause each such other Subsidiary or Environmental Affiliate to, (i)
take all necessary steps and actions to initiate and expeditiously complete all
required remedial actions in connection therewith, and (ii) keep the Agent
informed of such actions and the results thereof.

(b) Obtain and keep in full force and effect all Environmental
Approvals necessary or required for the management, use, control, ownership or
operations of its business, property or assets, unless the failure to so obtain
and keep in full force and effect any such Environmental Approval could not
reasonably be expected to have a Material Adverse Effect.

SECTION 6. NEGATIVE COVENANTS

The Borrower covenants and agrees that on and after the Closing Date,
until the Total Commitment has terminated and the Obligations are paid in full:

Section 6.1 Financial Covenants.

(a) Current Ratio. Holdings shall not at any time permit its
Current Ratio to be less than 1.50:1.

(b) Debt Service Coverage Ratio. Holdings shall not for any
fiscal quarter of Holdings, permit the Debt Service Coverage Ratio for the
immediately preceding four fiscal quarters to be less than 3.00 to 1 provided
that, for purposes of this Section 6.1(h), for the period prior to the first
four fiscal quarters of Holdings ending after the Restatement Effective Date,
such Debt Service Coverage Ratio shall be calculated based on (i) as at the end
of the first fiscal quarter ended after the Restatement Effective Date, the
preceding fiscal quarter of Holdings and the preceding three fiscal quarters of
the Borrower prior to the Restatement Effective Date, (ii) as at the end of the
first two fiscal quarters following the Restatement Effective Date, the
preceding two fiscal quarters of Holdings and the preceding two fiscal quarters
of the Borrower prior to the Restatement Effective Date and (iii) as at the end
of the first three fiscal quarters following the Restatement Effective Date, the
preceding three fiscal quarters of Holdings and the preceding one fiscal quarter
of the Borrower prior to the Restatement Effective Date.

(d) Total Debt Ratio. Holdings shall not at any time permit
its ratio of Total Debt to the sum of Total Debt plus Tangible Net Worth to be
greater than 0.30 to 1.00.

(e) Tangible Net Worth. Holdings shall not at any time
permit its Tangible Net Worth to be less than an amount equal to $417,265,000
(as at December 31, 1996) plus the aggregate of the Annual Increase for each
fiscal year of Holdings that shall have elapsed during the period from January
1, 1997 through the date as at which compliance with this subsection (e) is
being determined.

Section 6.2 Liens. Holdings and the Borrower shall not, and
shall not permit any other Subsidiary to, create, incur, assume or suffer to
exist, directly or indirectly, any Lien on any of its property now owned or
hereafter acquired, other than:

(a) Liens existing on the Restatement Effective Date and set
forth on Schedule 6.2 hereto [SUBJECT TO RESULTS OF LIEN SEARCH];

(b) Liens for taxes not yet due or which are being contested
in good faith by appropriate proceedings diligently conducted and with respect
to which adequate reserves are being maintained in accordance with GAAP;

(c) Statutory Liens of landlords and Liens of carriers,
warehousemen, mechanics, materialmen and other Liens arising by operation of
Law, in each case created in the ordinary course of business for amounts not yet
due or which are being contested in good faith by appropriate proceedings
diligently conducted and with respect to which adequate reserves have been
established;

(d) Liens incurred or deposits made in the ordinary course of
business in connection with workers' compensation, unemployment insurance and
other types of social security, or to secure the performance of tenders,
statutory obligations, surety and appeal bonds,

bids, leases, government contracts, performance and return-of-money bonds and
other similar obligations (exclusive of obligations for the payment of borrowed
money);

(e) Easements, rights-of-way, zoning and similar restrictions
and other similar charges or encumbrances not interfering with the ordinary
conduct of the business of Holdings, the Borrower or any other Subsidiary and
which do not detract materially from the value of the property to which they
attach or impair materially the use thereof by Holdings, the Borrower or any
such Subsidiary;

(f) Liens created pursuant to Capitalized Leases to the
extent the Borrower is in compliance with Section 6.1, provided that such Liens
are only in respect of the property or assets subject to, and secure only, the
respective Capitalized Lease;

(g) subject to compliance with Section 6.1, Liens existing on
property or assets of a Person immediately prior to its becoming a Subsidiary of
Holdings or the Borrower and which Lien was not created, incurred or assumed by
such Person in anticipation thereof, provided that such Lien shall at all times
be confined solely to the property subject thereto at the time such Person
becomes a Subsidiary of Holdings or the Borrower;

(h) Liens securing Indebtedness of the Borrower or any other
Subsidiary (and any refinancings, refundings, renewals or extensions thereof on
terms no less favorable (taken as a whole) to the Borrower or such other
Subsidiary, as the case may be, provided that the principal amount of such
Indebtedness is not increased) incurred after the Restatement Effective Date
solely for the purpose of financing an acquisition by the Borrower or such other
Subsidiary of real or personal property or the cost of construction or
improvements to or on such property, or Liens existing on such property so
acquired at the time of acquisition thereof, provided that:

(a) each such Lien shall at all times be confined solely to the
property so acquired;

(b) the principal amount of Indebtedness secured by each such
Lien shall at no time

exceed the lesser of (A) the cost to such Person of the property
subject thereto or (B) the fair value of such property (as
determined in good faith by the Board of Directors of the
Borrower or such other Subsidiary, as the case may be) at the
time of the acquisition thereof or completion of construction
thereon;

(i) Liens not otherwise permitted pursuant to subclauses (a)
through (h) above securing Indebtedness not in excess of $10,000,000 in the
aggregate at any time outstanding; and

(j) Liens securing Non-Recourse Debt, provided such Liens do
not secure in excess of $30,000,000 aggregate principal amount of Non-Recourse
Debt (plus accrued interest thereon).

Section 6.3 Restriction on Fundamental Changes.

(a) Holdings and the Borrower shall not, and shall not permit
any other Subsidiary to, enter into any merger or consolidation, or liquidate,
wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its
business or convey, lease, sell, transfer or otherwise dispose of, in one
transaction or series of transactions, all or substantially all of its assets,
whether now or hereafter acquired, except as otherwise permitted under Section
6.4, provided that (x) Holdings or the Borrower may consolidate or merge with
any other Person if (i) Holdings or the Borrower, as the case may be, shall be
the surviving or continuing entity, (ii) at the time of such consolidation or
merger and after giving effect thereto, no Default shall have occurred and be
continuing, (iii) such other Person shall be primarily engaged in the business
of manufacturing and/or processing steel or steel-related products and (iv) the
Agent and the Banks shall have received a certificate from an Authorized Officer
of the Borrower certifying that, after giving effect to such merger or
consolidation, there is no reasonable likelihood of a Material Adverse Effect
re-

sulting therefrom, and (y) any Subsidiary of Holdings (other than the Borrower)
may merge with or into any other Subsidiary of Holdings (other than the
Borrower).

(b) Holdings and the Borrower shall not, and shall not permit
any other Subsidiary to, (i) acquire, by purchase or otherwise any other Person
(regardless of whether such transaction is structured as a sale of stock or
assets) or (ii) enter into any partnership or joint venture (other than any
partnership or joint venture in existence on the Restatement Effective Date),
provided that Holdings, the Borrower or any other Subsidiary may (x) so acquire
any other Person if (i) at the time of such acquisition and after giving effect
thereto, no Default or Event of Default shall have occurred and be continuing,
(ii) the Person which is being acquired shall be primarily engaged in the
business of manufacturing and/or processing steel or steel-related products and
(iii) there is no reasonable likelihood of a Material Adverse Effect resulting
therefrom and (y) enter into a partnership or joint venture if such partnership
or joint venture (each, a "New JV") shall be primarily engaged in the business
of manufacturing and/or processing steel or steel-related products and that,
after giving effect to such New JV, there is no reasonable likelihood of a
Material Adverse Effect resulting therefrom.

(c) Holdings and the Borrower shall not, and shall not permit
any other Subsidiary to, amend or modify its certificate of incorporation or
by-laws or, in the case of the Double Eagle, its Joint Venture Agreement if such
amendment or modification could have a Material Adverse Effect.

(d) Holdings and the Borrower shall not, and shall not permit
any other Subsidiary to, be or become a "holding company" or a "subsidiary
company" of a "holding company" or a "subsidiary company" within the meaning of
the Public Utility Holding Company Act of 1935, as amended.

(e) Neither Holdings nor the Borrower shall have or create
any Subsidiaries except those set forth on Schedule 6.3(e) or otherwise
permitted to be formed pursuant to, and subject to the terms and provisions of,
Section 6.6(i).

73
79

Section 6.4 Sale of Assets. Holdings and the Borrower shall not,
and shall not permit any other Subsidiary to, convey, lease, sell, transfer or
otherwise dispose of (or agree to do so at any future time) all or any part of
its property or assets and shall not enter into, or agree to, any transaction
involving or in connection with the sale and/or securitization of any of its
receivables, except (i) sales of inventory in the ordinary course of business,
(ii) sales of equipment or other assets which are uneconomic, obsolete or no
longer useful in its business, (iii) sales of assets described on Schedule 6.4
hereof for not less than the fair market value (as determined by Holdings' or
the Borrower's Board of Directors in good faith), (iv) the sale or other
disposition of other assets in an aggregate amount not to exceed $25,000,000
(based on the fair market value of such assets at the time of such sale or other
disposition) during the term of this Agreement and until all Obligations are
paid in full and (v) the Borrower may transfer all of its interests in any joint
venture or Subsidiary, including Double Eagle, existing on the Restatement
Effective Date to Holdings or to any wholly- owned Subsidiary of Holdings.

Section 6.5 Dividends. Holdings and the Borrower shall not, and
shall not permit any other Subsidiary to, declare or pay any dividends (other
than dividends payable solely in common stock), or return any capital to, its
stockholders or authorize or make any other distribution, payment or delivery of
property or cash to its stockholders as such, or redeem, retire, purchase or
otherwise acquire, directly or indirectly, any shares of any class of its
capital stock now or hereafter outstanding (or any options or warrants issued
with respect to its capital stock), or set aside any funds for any of the
foregoing purposes (all the foregoing "Dividends"), except that if no Default or
Event of Default shall have occurred and shall be continuing after giving effect
thereto, (i) dividends may be made on Holdings' common stock in an aggregate
amount in any fiscal year, when added to any dividends made on the Borrower's
common stock pursuant to the subclause (i) of Section 6.5 of the Existing Credit
Agreement in such fiscal year, do not exceed the greater of (A) $8,000,000 and
(B) 50% of the cumulative consolidated Net Income (if positive) of Holdings for
the immediately preceding four fiscal quarters, (ii) dividends may be made to
Holdings

by the Borrower or any other Subsidiary, (iii) dividends may be made on any
preferred stock issued by Holdings or the Borrower, if in each case, after
giving effect thereto, Holdings and the Borrower shall be in compliance with
Section 6.1, (iv) Holdings may make purchases of its common stock in the open
market at the then prevailing market prices solely for the purposes of matching
contributions of any employee benefit or other similar type plan now or
hereafter maintained by the Borrower, and (v) Holdings and the Borrower may
repurchase shares of its common stock and options and warrants thereon granted
to employees and directors of Holdings and the Borrower in accordance with the
terms of any employee benefit or other similar type plan now or hereafter
maintained by Holdings and the Borrower.

Section 6.6 Advances, Investments and Loans. Holdings and the
Borrower shall not, and shall not permit any other Subsidiary to, lend money or
credit or make advances to any Person, or directly or indirectly purchase or
acquire any stock, obligations or securities of, or any other interest in, or
make any capital contribution to, any Person, except that the following shall be
permitted:

(a) accounts receivable, if created or acquired in the
ordinary course of business and payable or dischargeable in accordance with
customary trade terms;

(b) loans and advances to Holdings or any of its Subsidiaries
by any of its Subsidiaries;

(d) loans and advances in cash to, or the provision of credit
in the nature of guarantees for the benefit of, Double Eagle and any New JV in
an aggregate outstanding amount not to exceed the greater of (i) $55,000,000 and
(ii) 10% of Tangible Net Worth;

(e) loans and advances by Holdings or any Subsidiary to their
employees in the ordinary course of its business not exceeding $250,000 in the
aggregate at any one time outstanding;

(f) Holdings, the Borrower and the other Subsidiaries may
acquire and hold Cash Equivalents;

(g) transactions permitted pursuant to Sections 6.3(a) and
6.3(b);

(h) capital contributions by Holdings to Double Eagle to the
extent necessary to fund its operating expenses incurred in the ordinary course
of business and to fund capital expenditures of the Double Eagle; and

(i) capital contributions solely in cash to any newly formed
Subsidiary, provided, however, that if any such capital contributions exceeds
$10,000,000 in the aggregate to all such Subsidiaries, Holdings shall cause each
such Subsidiary to guaranty the Obligations to the extent of the total amount of
capital contributions to any such Subsidiary, and Holdings shall cause to be
delivered to the Agent a guaranty agreement in form and substance satisfactory
to the Agent and the Banks, together with such other documents and opinions of
counsel in connection with the foregoing as may be reasonably requested by the
Agent or its counsel.

Section 6.7 Transactions with Affiliates. Holdings and the
Borrower shall not, shall not permit any other Subsidiary to and shall use their
best efforts to not permit Double Eagle or any New JV, to enter into any
transaction or series of related transactions, whether or not in the ordinary
course of business, with any Affiliate (other than Worthington, Double Eagle or
any New JV), other than on terms and conditions at least as favorable to
Holdings or the Borrower or such Subsidiary as would be obtainable by Holdings
or the Borrower or such Subsidiary at the time in a comparable arm's-length
transaction with a Person other than an Affiliate, except as set forth in
Schedule 6.7 and except that the Borrower may purchase pellets from Eveleth
Mines for use in the Borrower's business.

Section 6.8 Changes in Business. Holdings and the Borrower shall
not, shall not permit any other Subsidiary to and shall use its best efforts to
not permit Double Eagle or any New JV to, enter into any business which is
substantially different from that conducted by Holdings, the Borrower, such
Subsidiary, Double Eagle or

any New JV which is in existence on the Restatement Effective Date, as the case
may be, on the Restatement Effective Date.

Section 6.9 Certain Restrictions. Holdings and the Borrower
shall not, shall not permit any other Subsidiary to, and shall use their best
efforts to not permit Double Eagle or any New JV to, enter into any agreement
which restricts the ability of Holdings, the Borrower, any Subsidiary, any such
New JV or the Double Eagle, as the case may be, to (a) enter into amendments,
modifications or waivers of the Loan Documents, (b) sell, transfer or otherwise
dispose of its assets, (c) create, incur, assume or suffer to exist any Lien
upon any of its property, (d) create, incur, assume, suffer to exist or
otherwise become liable with respect to any Indebtedness, or (e) pay any
Dividend; provided, however, (i) agreements governing Indebtedness secured by
any Lien permitted pursuant to Section 6.2(a), (f), (g), (h) or (j) which
contain restrictions of the types referred to in clauses (b) or (c) with respect
to the property secured thereby shall be permitted and (ii) any such agreements
may contain the restriction of the types referred to herein to the extent such
restrictions are not more restrictive to Holdings, the Borrower, its
Subsidiaries, such New JV or Double Eagle than those set forth in this
Agreement.

Section 6.10 Fiscal Year; Fiscal Quarter. Holdings and the Borrower
shall not, and shall not permit any Subsidiary to, change its fiscal year or any
fiscal quarter.

Section 6.11 Plans. Holdings and the Borrower shall not, and shall
not permit any member of their ERISA Controlled Group to, take any action which
would increase the aggregate present value of the Unfunded Benefit Liabilities
under all Plans to an amount in excess of 10% of Plan Assets.

SECTION 7. EVENTS OF DEFAULT

Section 7.1 Events of Default. Each of the following events,
acts, occurrences or conditions shall constitute an Event of Default under this
Agreement, regardless of whether such event, act, occurrence or

condition is voluntary or involuntary or results from the operation of law or
pursuant to or as a result of compliance by any Person with any judgment,
decree, order, rule or regulation of any court or administrative or
governmental body:

(a) Failure to Make Payments. The Borrower shall default in
the payment when due of any principal of or interest on the Loans, or fail to
reimburse the Issuing Bank for any payment or disbursement made by the Issuing
Bank under any Letter of Credit on the date so made in accordance with Section
2A, or any Fees or any other amounts owing hereunder or under any other Loan
Document; and such default (except in the case of a failure to make payment of
any principal on the Loans and to reimburse for the drawings made under any
Letter of Credit) shall continue unremedied for a period of five (5) days.

(b) Breach of Representation or Warranty. Any representation
or warranty made by Holdings or the Borrower herein or in any other Loan
Document or in any certificate or statement delivered pursuant hereto or thereto
shall prove to be false or misleading in any material respect on the date as of
which made or deemed made.

(i) Holdings or the Borrower shall fail to perform or observe
any agreement, covenant or obligation arising under Sections 5.1(f), 5.9 and 6.1
through 6.11.

(ii) Holdings or the Borrower shall fail to perform or observe
any agreement, covenant or obligation arising under this Agreement (except those
described in clauses (a), (b) and (c)(i) above), and such failure shall continue
for thirty (30) days.

(iii) Holdings, the Borrower or any other Subsidiary shall fail
to perform or observe any agreement, covenant or obligation arising under any
provision of the Loan Documents other than this Agreement, which failure shall
continue after the end of the applicable grace period provided, if any, therein.

(d) Default Under Other Agreements. Holdings or the Borrower
shall default in the payment when due (whether by scheduled maturity, required
prepayment, acceleration, demand or otherwise), of any amount owing in respect
of any Indebtedness (other than the Obligations) which, individually or in the
aggregate, equals or exceeds $5,000,000; or Holdings or the Borrower shall
default in the performance or observance of any obligation or condition with
respect to any such Indebtedness or any other event shall occur or condition
shall exist, if the effect of such default or event or condition is to
accelerate the maturity of any such Indebtedness or to permit (after giving
effect to any applicable grace period) the holder or holders thereof, or any
trustee or agent for such holders, to accelerate the maturity of any such
Indebtedness, or any such Indebtedness shall become or be declared to be due and
payable prior to its stated maturity.

(e) Bankruptcy, etc. (i) Holdings, the Borrower or any other
Subsidiary shall commence a voluntary case concerning itself under the
Bankruptcy Code; or (ii) an involuntary case is commenced against Holdings, the
Borrower or any other Subsidiary and the petition is not dismissed within 60
days after commencement of the case; or (iii) a custodian (as defined in the
Bankruptcy Code) is appointed for, or takes charge of, all or substantially all
of the property of Holdings, the Borrower or any other Subsidiary or Holdings,
the Borrower or any other Subsidiary commences any other proceedings under any
reorganization, arrangement, adjustment of debt, relief of debtors, dissolution,
insolvency or liquidation or similar law of any jurisdiction whether now or
hereafter in effect relating to Holdings, the Borrower or such Subsidiary or
there is commenced against Holdings, the Borrower or any other Subsidiary any
such proceeding which remains undismissed for a period of 60 days; or (iv) any
order of relief or other order approving any such case or proceeding is entered;
or (v) Holdings, the Borrower or any other Subsidiary is adjudicated insolvent
or bankrupt; or (vi) Holdings, the Borrower or any other Subsidiary suffers any
appointment of any custodian or the like for it or any substantial part of its
property to continue undischarged or unstayed for a period of 60 days; or (vii)
Holdings, the Borrower or any other Subsidiary makes a general assignment for
the benefit of creditors; or (viii) Holdings, the Borrower or any other

Subsidiary shall fail to pay, or shall state in writing that it is unable to
pay, or shall be unable to pay, its debts generally as they become due; or (ix)
Holdings, the Borrower or any other Subsidiary shall by any act or failure to
act consent to, approve of or acquiesce in any of the foregoing; or (x) any
corporate action is taken by Holdings, the Borrower or any other Subsidiary for
the purpose of effecting any of the foregoing.

(f) ERISA. (i) Any Termination Event shall occur, or (ii)
any Plan (other than a Multiemployer Plan) shall incur an "accumulated funding
deficiency" (as defined in Section 412 of the Code or Section 302 of ERISA),
whether or not waived or (iii) Holdings, the Borrower or a member of their ERISA
Controlled Group shall have engaged in a transaction which is prohibited under
Section 4975 of the Code or Section 406 of ERISA which would result in the
imposition of liability in excess of $100,000 on Holdings, the Borrower or any
member of their ERISA Controlled Group, or (iv) Holdings, the Borrower or any
member of their ERISA Controlled Group shall fail to pay when due an amount
which it shall have become liable to pay to the PBGC, any Plan or a trust
established under Title IV of ERISA, or (v) a condition shall exist by reason of
which the PBGC would then be entitled to obtain a decree adjudicating that an
ERISA Plan must be terminated or have a trustee appointed to administer any
ERISA Plan, or (vi) Holdings, the Borrower or a member of their ERISA Controlled
Group suffers a partial or complete withdrawal from a Multiemployer Plan; where
the events or conditions described in the preceding clauses (i) through (vi)
individually or in the aggregate would result in liability of $5,000,000 or
more.

(g) Change in Control. A Change in Control has occurred.

(h) Judgments. One or more judgments or decrees (including
those resulting from an Environmental Claim) in an aggregate amount of
$5,000,000 or more shall be entered by a court or courts of competent
jurisdiction against Holdings, the Borrower or any other Subsidiary (other than
any judgment as to which, and to the extent, a reputable insurance company has
acknowledged coverage of such claim in writing) and (i) any such judgment or
decree shall not be stayed, discharged, paid, bonded or vacated within 30 days
thereof or (ii) enforcement pro-

ceedings shall be commenced by any creditor on any such judgment or decree and
such proceedings shall not be stayed or bonded within 5 days.

(i) Guaranty. The Holdings Guaranty, or any other guaranaty
agreement delivered pursuant to the terms of Section 6.6(i) of this Agreement,
shall cease to be in full force and effect and enforceable or Holdings, or any
other guarantor party to any such guaranty agreement, as the case may be, shall
disaffirm or disavow its obligations thereunder.

Section 7.2 Rights and Remedies. Upon the occurrence of any
Event of Default described in Section 7.1(e), the Commitments shall
automatically and immediately terminate and the unpaid principal amount of and
any and all accrued interest on the Loans and any and all accrued Fees and other
Obligations shall automatically become immediately due and payable, with all
additional interest from time to time accrued thereon and without presentation,
demand, or protest or other requirements of any kind (including, without
limitation, valuation and appraisement, diligence, presentment, notice of intent
to demand or accelerate and notice of acceleration), all of which are hereby
expressly waived by Holdings and the Borrower, and the obligation of each Bank
to make any Loan hereunder shall thereupon terminate; and upon the occurrence
and during the continuance of any other Event of Default, the Agent shall at the
request, or may with the consent, of the Required Banks, by written notice to
the Borrower, (i) declare that the Revolving Loan Commitments are terminated,
whereupon the Revolving Loan Commitments and the obligation of each Bank to make
any Loan hereunder shall immediately terminate, (ii) declare the unpaid
principal amount of and any and all accrued and unpaid interest on the Loans and
any and all accrued Fees and other Obligations to be, and the same shall
thereupon be, immediately due and payable with all additional interest from time
to time accrued thereon and without presentation, demand, or protest or other
requirements of any kind (including, without limitation, valuation and
appraisement, diligence, presentment, notice of intent to demand or accelerate
and notice of acceleration), all of which are hereby expressly waived by the
Borrower, (iii) terminate any stand-by Letter of Credit upon 30 days' written
notice to the Borrower and the beneficiary thereunder, and (iv) demand the
Borrower

to deposit (and the Borrower agrees that upon receipt of such demand it will
promptly deposit) with the Agent cash or Cash Equivalents of the type described
in subclauses (i), (ii) and (iv) of the definition of Cash Equivalents in an
amount equal to the Letter of Credit Outstandings, which deposit shall be held
by the Agent for the benefit of the Issuing Bank as security for, and to
provide for the payment of, the Letter of Credit Outstandings.

SECTION 8. THE AGENT

Section 8.1 Appointment. Each Bank hereby irrevocably designates
and appoints The Chase Manhattan Bank as the Agent of such Bank under this
Agreement, each other Loan Document to take such action on its behalf under the
provisions of this Agreement, each other Loan Document and to exercise such
powers and perform such duties as are expressly delegated to the Agent by the
terms of this Agreement, each other Loan Document, together with such other
powers as are reasonably incidental thereto. Notwithstanding any provision to
the contrary elsewhere in this Agreement, the Agent shall not have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Bank, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities on the part of the Agent
shall be read into this Agreement or otherwise exist against the Agent. The
provisions of this Section are solely for the benefit of the Agent, and the
Banks and the Borrower and the Borrower's Subsidiaries shall not have any rights
as a third party beneficiary or otherwise under any of the provisions hereof.
In performing its functions and duties hereunder and under the other Loan
Documents, the Agent shall act solely as the agent of the Banks and does not
assume (and shall not be deemed to have assumed) any obligation of relationship
of trust or agency with or for the Borrower, its Subsidiaries or any of their
respective successors and assigns.

Section 8.2 Delegation of Duties. The Agent may execute any of
its duties under this Agreement, the other Loan Documents by or through agents
or attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. The Agent shall not be responsible for the
negligence or misconduct

of any agents or attorneys-in-fact selected by it with reasonable care.

Section 8.3 Exculpatory Provisions. The Agent shall not be (i)
liable for any action lawfully taken or omitted to be taken by it or any Person
described in Section 8.2 under or in connection with this Agreement, any other
Loan Document (except for its or such Person's own gross negligence or willful
misconduct), or (ii) responsible in any manner to any of the Banks for any
recitals, statements, representations or warranties made by the Borrower or any
of its Subsidiaries contained in this Agreement, any other Loan Document or in
any certificate, report, statement or other document referred to or provided for
in, or received under or in connection with, this Agreement, any other Loan
Document or for the value, validity, effectiveness, genuineness, enforceability
or sufficiency of this Agreement, any other Loan Document or for any failure of
the Borrower or any of its Subsidiaries to perform their obligations hereunder
or thereunder. The Agent shall not be under any obligation to any Bank to
ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement, any other Loan
Document, or to inspect the properties, books or records of the Borrower or any
of its Subsidiaries. This Section is intended solely to govern the relationship
between the Agent, on the one hand, and the Banks, on the other.

Section 8.4 Reliance by the Agent. The Agent shall be entitled
to rely, and shall be fully protected in relying, upon any Note, writing,
resolution, notice, consent, certificate, affidavit, letter, cablegram,
telegram, telecopy, telex or teletype message, statement, order or other
document or conversation believed by it to be genuine and correct and to have
been signed, sent or made by the proper Person or Persons and upon advice and
statements of legal counsel (including, without limitation, counsel to the
Borrower or any of its Subsidiaries), independent accountants and other experts
selected by the Agent. The Agent may deem and treat the payee of any Note as
the owner thereof for all purposes unless it shall have received an executed
Transfer Supplement in respect thereof. The Agent shall be fully justified in
failing or refusing to take any action under this Agreement or any other Loan
Document unless it shall first receive such advice or concurrence of the
Required Banks as

it deems appropriate or it shall first be indemnified to its satisfaction by
the Banks against any and all liability and expense which may be incurred by it
by reason of taking or continuing to take any such action. The Agent shall
each in all cases be fully protected in acting, or in refraining from acting,
under this Agreement and the other Loan Documents in accordance with a request
of the Required Banks, and such request and any action taken or failure to act
pursuant thereto shall be binding upon all the Banks and all future holders of
the Notes.

Section 8.5 Notice of Default. The Agent shall not be deemed to
have knowledge or notice of the occurrence of any Default or Event of Default
unless it has received notice from a Bank or the Borrower referring to this
Agreement, describing such Default or Event of Default and stating that such
notice is a "notice of default". In the event that the Agent receives such a
notice, it shall promptly give notice thereof to the other Banks. The Agent
shall take such action with respect to such Default or Event of Default as shall
be directed by the Required Banks; provided that unless and until the Agent
shall have received such directions, it may (but shall not be obligated to) take
such action, or refrain from taking such action, with respect to such Default or
Event of Default as it shall deem advisable and in the best interests of the
Banks.

Section 8.6 Non-Reliance on the Agent and Other Banks. Each Bank
expressly acknowledges that neither the Agent nor any of their respective
officers, directors, employees, agents, attorneys-in-fact or affiliates has made
any representations or warranties to it and that no act by the Agent hereafter
taken, including, without limitation, any review of the affairs of any Loan
Party, shall be deemed to constitute any representation or warranty by the
Agent. Each Bank represents and warrants to the Agent that it has,
independently and without reliance upon the Agent or any other Bank and based on
such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, operations, property,
prospects, financial and other conditions and creditworthiness of the Borrower
and made its own decision to make its Loans hereunder and enter into this
Agreement. Each Bank also represents that it will, independently and without
reliance upon the Agent or any other Bank, and based on such documents and

information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement, and to make such investigation as it deems necessary to inform
itself as to the business, operations, property, prospects, financial and other
condition and creditworthiness of the Borrower. Except for notices, reports
and other documents expressly required under the Loan Documents, to be
furnished to the Banks by the Agent, the Agent shall not have any duty or
responsibility to provide any Bank with any credit or other information
concerning the business, operations, property, prospects, financial and other
condition or creditworthiness of the Borrower which may come into the
possession of the Agent or any of its respective officers, directors,
employees, agents, attorneys-in-fact or affiliates.

Section 8.7 Indemnification. The Banks agree to indemnify the
Agent and its respective officers, directors, employees, representatives and
agents (to the extent not reimbursed by the Borrower and without limiting the
obligation of the Borrower to do so), ratably according to their Pro Rata
Shares, from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever (including, without limitation, the fees and
disbursements of counsel for the Agent or such Person in connection with any
investigative, administrative or judicial proceeding commenced or threatened,
whether or not the Agent or such Person shall be designated a party thereto)
that may at any time (including, without limitation, at any time following the
payment of the Obligations) be imposed on, incurred by or asserted against the
Agent or such Person as a result of, or arising out of, or in any way related to
or by reason of, the Loans, Letters of Credit or any of the other transactions
contemplated hereby or the execution, delivery or performance of any Loan
Document (but excluding any such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting
solely from the gross negligence or willful misconduct of the Agent or such
Person as finally determined by a court of competent jurisdiction).

Section 8.8 The Agent in Its Respective Individual Capacity. The
Agent and its respective affiliates may make loans to, accept deposits from and
generally engage in any kind of business with the Borrower as though the Agent
were not the Agent hereunder. With respect to Loans made or renewed by it and
any Note issued to it, the Agent shall have the same rights and powers under
this Agreement as any Bank and may exercise the same as though they were not the
Agent and the terms "Bank" and "Banks" shall include each of the Agent in its
individual capacity.

Section 8.9 Successor Agent. The Agent may resign as Agent upon
30 days' notice to the Borrower and the Banks. The Agent may be removed at any
time, with or without cause, upon 30 days' notice from the Required Banks. If
the Agent shall resign or be removed as Agent under this Agreement, then the
Required Banks during such 30-day period shall appoint from among the Banks a
successor administrative agent, whereupon such successor administrative agent
shall succeed to the rights, powers and duties of the Agent and the term "Agent"
shall mean such successor administrative agent effective upon its appointment,
and the former Agent's rights, powers and duties as Agent shall be terminated,
without any other or further act or deed on the part of such former Agent or any
of the parties to this Agreement or any holders of the Notes. After any
retiring Agent's resignation or removal hereunder as Agent, the provisions of
this Section 8 and Section 9.1 shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Agent under this Agreement.

SECTION 9. MISCELLANEOUS

Section 9.1 Payment of Expenses, Indemnity, etc.

(a) Whether or not the Restatement Effective Date occurs, any
Loans are made, any Letters of Credit are issued or the transactions
contemplated hereby are consummated, the Borrower shall pay all reasonable
out-of-pocket costs, fees and expenses of the Agent in connection with the
negotiation, preparation, execution and delivery of the Loan Documents and the
documents and instruments each referred to therein and the satisfaction

of the conditions precedent with respect thereto and any amendment, waiver or
consent relating to any of the Loan Documents (including, without limitation,
as to each of the foregoing, the reasonable fees and disbursements of Skadden,
Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel to the Agent) and of the Agent
and each Bank in connection with the preservation of rights under, and
enforcement of, the Loan Documents and the documents and instruments each
referred to therein or in connection with any workout, restructuring or
rescheduling of the Obligations (including, without limitation, the reasonable
fees and disbursements of counsel for the Agent and for each of the Banks).

(b) Whether or not the Restatement Effective Date occurs, any
Loans are made, any Letters of Credit are issued or the transactions
contemplated hereby are consummated, the Borrower shall pay, and hold the Agent,
and each of the Banks harmless from and against, any and all present and future
stamp, excise and other similar taxes with respect to the foregoing matters and
hold the Agent, and each Bank harmless from and against any and all liabilities
with respect to or resulting from any delay or omission (other than to the
extent attributable to the Agent or such Bank) to pay such taxes.

(c) Whether or not the Restatement Effective Date occurs, any
Loans are made, any Letters of Credit are issued or the transactions
contemplated hereby are consummated, the Borrower shall indemnify the Agent and
each Bank, their respective officers, directors, employees, representatives and
agents (each an "Indemnitee") from, and hold each of them harmless against, any
and all losses, liabilities, claims, damages, expenses, obligations, penalties,
actions, judgments, suits, costs or disbursements of any kind or nature
whatsoever (including, without limitation, the reasonable fees and disbursements
of counsel for such Indemnitee in connection with any investigative,
administrative or judicial proceeding commenced or threatened, whether or not
such Indemnitee shall be designated a party thereto) that may at any time
(including, without limitation, at any time following the payment of the
Obligations) be imposed on, asserted against or incurred by any Indemnitee as a
result of, or arising out of, or in any way related to or by reason of, (i) the
making of any Loans, issuance of any Letters of Credit, any of the transactions
contem-

93
plated hereby or the execution, delivery or performance of any Loan
Document, (ii) any violation by Holdings, the Borrower or any other Subsidiary
or their respective Environmental Affiliates of any applicable Environmental
Law, (iii) any Environmental Claim arising out of the management, use, control,
ownership or operation of property or assets by Holdings, the Borrower or any
other Subsidiary or any of their respective Environmental Affiliates, including,
without limitation, all on-site and off-site activities involving Materials of
Environmental Concern and all activities related to matters disclosed in
Schedule 4.15 and (iv) the breach of any environmental representation or
warranty set forth in Section 4.15 (but excluding, as to all of the foregoing,
any such losses, liabilities, claims, damages, expenses, obligations, penalties,
actions, judgments, suits, costs or disbursements incurred solely by reason of
the gross negligence or willful misconduct of the Indemnitee as finally
determined by a court of competent jurisdiction).

If and to the extent that the obligations of the Borrower under
this Section are unenforceable for any reason, the Borrower agrees to make the
maximum contribution to the payment and satisfaction of such obligations which
is permissible under applicable law. The Borrower's obligations under this
Section shall survive the termination of this Agreement and the payment of the
Obligations.

Section 9.2 Right of Setoff. In addition to any rights now or
hereafter granted under applicable law or otherwise, and not by way of
limitation of any such rights, upon the occurrence and during the continuance of
any Event of Default, each Bank is hereby authorized at any time or from time to
time, without presentment, demand, protest or other notice of any kind to
Holdings, the Borrower or to any other Person, any such notice being hereby
expressly waived, to set off and to appropriate and apply any and all deposits
(general or special, time or demand, provisional or final) and any other
indebtedness at any time held or owing by such Bank (including, without
limitation, by branches and agencies of such Bank wherever located) to or for
the credit or the account of Holdings or the Borrower against and on account of
the Obligations of Holdings or Borrower to such Bank under this Agreement and
under any of the other Loan Documents, including, without limitation, all inter-

88
94

ests in Obligations purchased by such Bank pursuant to Section 9.7, and all
other claims of any nature or description arising out of or connected with this
Agreement, any other Loan Document, irrespective of whether or not such Bank
shall have made any demand hereunder and although said Obligations, liabilities
or claims, or any of them, shall be contingent or unmatured. After the
exercise of any right of set off by any Bank in accordance with the terms
hereof, such Bank shall notify Holdings or the Borrower, as the case may be, of
such exercise, provided, however, that the failure of such Bank to give any
such notice shall in no event affect in any manner the obligations of Holdings
or the Borrower hereunder or under any other Loan Document or the rights and
remedies of the Agent or such Bank hereunder or under any other Loan Document.

Section 9.3 Notices. Except as otherwise expressly provided
herein, all notices, requests and demands to or upon the respective parties
hereto to be effective shall be in writing (including by telecopy, telex or
nationally recognized overnight courier service), and shall be deemed to have
been duly given or made when delivered by hand, or five days after being
deposited in the United States mail, postage prepaid, or, in the case of telex
notice, when sent, answerback received, or, in the case of telecopy notice, when
sent with receipt confirmed, or, in the case of a nationally recognized
overnight courier service, one Business Day after delivery to such courier
service, addressed, in the case of each party hereto, at its address specified
opposite its signature below, or to such other address as may be designated by
any party in a written notice to the other parties hereto, provided that notices
and communications to the Agent pursuant to Section 2 shall not be effective
until received by the Agent.

Section 9.4 Successors and Assigns; Participations; Assignments.

(a) Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of Holdings, the Borrower, the Banks, the Agent,
all future holders of the Notes and their respective successors and assigns,
except that neither Holdings nor the Borrower may assign or transfer any of its
rights or obligations under this Agreement without the prior written consent of

each Bank. No Bank may participate, assign or sell any of its Credit Exposure
(as defined in clause (b) below) except as required by operation of law, in
connection with the merger, consolidation or dissolution of any Bank or as
otherwise provided in this Section 9.4.

(b) Participations. Any Bank may at any time sell to one or
more banks or other entities (each a "Participant") participating interests in
any Loan owing to such Bank, any Note held by such Bank, the Revolving Loan
Commitment of such Bank and or any other interest of such Bank hereunder (all of
the foregoing in respect of any such Bank, its "Credit Exposure").
Notwithstanding any such sale by a Bank of participating interests to a
Participant, such Bank's rights and obligations under this Agreement shall
remain unchanged, such Bank shall remain solely responsible for the performance
thereof, such Bank shall remain the holder of any such Note for all purposes
under this Agreement, and the Borrower and the Agent shall continue to deal
solely and directly with such Bank in connection with such Bank's rights and
obligations under this Agreement. The Borrower agrees that if any Obligations
are due and unpaid, or shall have been declared or shall have become due and
payable upon the occurrence and during the continuance of an Event of Default,
each Participant shall be deemed to have the right of setoff in respect of its
participating interest in amounts owing under this Agreement and any Note to the
same extent as if the amount of its participating interest were owing directly
to it as a Bank under this Agreement or any Note, provided that such right of
setoff shall be subject to the obligations of such Participant to share with the
Banks, and the Banks agree to share with such Participant, as provided in
subsection 9.7. The Borrower also agrees that each Participant shall be
entitled to the benefits of Sections 2.17, 2.18 and 2.19, provided that no such
Participant shall be entitled to receive any greater amount pursuant to such
Sections than the transferor Bank would have been entitled to receive in respect
of the amount of the participation transferred by such transferor Bank to such
Participant had no such transfer occurred. Each Bank agrees that any agreement
between such Bank and any such Participant in respect of such participating
interest shall not restrict such Bank's right to agree to any amendment,
supplement, waiver or modification to this Agreement, or any other Loan
Document, except where the result of any of the

foregoing would be to extend the final maturity of any Obligation, reduce the
rate or extend the time of payment of interest thereon, reduce the principal
amount thereof, reduce the amount of any fees payable hereunder, or amend this
Section 9.4(b).

(c) Assignments to Purchasing Banks. Subject to the prior
written consent of the Borrower and Issuing Bank (which consent, in each case,
shall not be unreasonably withheld), any Bank may at any time and from time to
time assign to one or more additional banks or financial institutions
("Purchasing Banks") all or any part (in the amount of at least $10,000,000 or
integral multiples of $1,000,000 in excess thereof or, if less, the entire
amount of such Bank's Credit Exposure) of its Credit Exposure pursuant to a
supplement to this Agreement, substantially in the form of Exhibit H hereto (a
"Transfer Supplement"), executed by such Purchasing Bank, such transferor Bank,
and the Agent. Upon (i) such execution of such Transfer Supplement, (ii)
delivery of an executed copy thereof to the Borrower and the Agent, (iii)
payment by such Purchasing Bank to such transferor Bank of an amount equal to
the purchase price agreed between such transferor Bank and such Purchasing Bank
and (iv) payment by the transferor Bank to the Agent of a non-refundable
assignment fee of $2,500, such transferor Bank shall be released from its
obligations hereunder to the extent of such assignment and such Purchasing Bank
shall for all purposes be a Bank party to this Agreement to the extent of such
assignment and shall have all the rights and obligations of a Bank under this
Agreement to the same extent as if it were an original party hereto, and no
further consent or action by the Borrower, the Banks or the Agent shall be
required. Such Transfer Supplement shall be deemed to amend this Agreement to
the extent, and only to the extent, necessary to reflect the addition of such
Purchasing Bank as a Bank and the resulting adjustment of the Revolving Loan
Commitments, if any, arising from the purchase by such Purchasing Bank of all or
a portion of the Credit Exposure of such transferor Bank. Promptly after the
consummation of any transfer to a Purchasing Bank pursuant hereto, the
transferor Bank, the Agent and the Borrower shall make appropriate arrangements
so that a replacement Note is issued to such transferor Bank and a new Note,
dated the date of such transfer, is issued to such Purchasing Bank, in each case
in principal amounts reflecting such transfer.

Notwithstanding the foregoing, any Bank may at any time assign and pledge all
or any portion of its Loans and Notes to a Federal Reserve Bank as collateral
in accordance with Regulation A of the Board of Governors of the Federal
Reserve System and any operating circular issued by such Federal Reserve Bank.

(d) Disclosure of Information. Holdings and the Borrower
authorize each Bank to disclose to any Participant or Purchasing Bank (each, a
"Transferee") and any prospective Transferee any and all financial and other
information in such Bank's possession concerning Holdings and the Borrower which
has been delivered to such Bank by Holdings and the Borrower pursuant to this
Agreement or which has been delivered to such Bank by Holdings and the Borrower
in connection with such Bank's credit evaluation of Holdings and the Borrower
prior to entering into this Agreement, provided that any such Transferee shall
be subject to the provisions of Section 9.17.

Section 9.5 Amendments and Waivers. Neither this Agreement, any
Note, any other Loan Document, nor any terms hereof or thereof may be amended,
supplemented, modified or waived except in accordance with the provisions of
this Section. The Required Banks, Holdings and the Borrower may, from time to
time, enter into written amendments, supplements, modifications or waivers for
the purpose of adding, deleting, changing or waiving any provisions to this
Agreement, the Notes, or the other Loan Documents to which Holdings and/or the
Borrower is a party, provided, that no such amendment, supplement, modification
or waiver shall (a) extend either the Maturity Date or reduce the rate of
interest or extend the time of payment of interest or principal on any
Obligations, or reduce the principal amount of any Obligations or reduce any fee
payable to the Banks hereunder, or change the amount of any Revolving Loan
Commitment of any Bank, or increase the payment obligation of any Bank to the
Swingline Lender under Section 2.2(b) hereof or amend, modify or waive any
provision of this Section 9.5 or the definition of Required Banks, or consent to
or permit the assignment or transfer by Holdings or the Borrower of any of its
rights and obligations under this Agreement or any other Loan Document in each
case without the written consent of all the Banks, or (b) amend, modify or waive
any provision of Section 8 or any other

provision of any Loan Document if the effect thereof is to affect the rights or
duties of the Agent, without the written consent of the then Agent. Any such
amendment, supplement, modification or waiver shall apply to each of the Banks
equally and shall be binding upon the Borrower, the Banks, the Agent and all
future holders of the Notes. In the case of any waiver, Holdings, the
Borrower, the Banks and the Agent shall be restored to their former position
and rights hereunder and under the outstanding Notes, and any Default or Event
of Default waived shall be deemed to be cured and not continuing, but no such
waiver shall extend to any subsequent or other Default or Event of Default, or
impair any right consequent thereon.

Section 9.6 No Waiver; Remedies Cumulative. No failure or delay
on the part of the Agent or any Bank or any holder of a Note in exercising any
right, power or privilege hereunder, under any other Loan Document and no course
of dealing between Holdings, the Borrower and the Agent or any Bank or the
holder of any Note shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, power or privilege hereunder or under any other
Loan Document preclude any other or further exercise thereof of the exercise of
any other right, power or privilege hereunder or thereunder. The rights and
remedies herein expressly provided are cumulative and not exclusive of any
rights or remedies which the Agent or any Bank or the holder of any Note would
otherwise have. No notice to or demand on the Borrower in any case shall
entitle Holdings or the Borrower to any other or further notice or demand in
similar or other circumstances (except to the extent such notice or demand is
expressly provided hereunder or required under applicable law) or constitute a
waiver of the rights of the Agent, the Banks or the holder of any Note to take
any other or further action in any circumstances without notice or demand.

Section 9.7 Sharing of Payments. Each of the Banks agrees that
if it should receive any amount hereunder (whether by voluntary payment, by
realization upon security, by the exercise of the right of setoff or banker's
lien, by counterclaim or cross action, by the enforcement of any right under the
Loan Documents or otherwise) which is applicable to the payment of any Loans or
other Obligations, of a sum which with respect to the related sum or sums
received by other Banks is in

a greater proportion than the total of such Loans or other Obligations then
owed and due to such Bank bears to the total of such Loans or other Obligations
then owed and due to all of the Banks immediately prior to such receipt, then
such Bank receiving such excess payment shall purchase for cash without
recourse or warranty from the other Banks an interest in such Loans or other
Obligations owing to such Banks in such amount as shall result in a
proportional participation by all of the Banks then owed such Loans or other
Obligations in such amount; provided that if all or any portion of such excess
amount is thereafter recovered from such Bank, such purchase shall be rescinded
and the purchase price restored to the extent of such recovery, but without
interest.

Section 9.8 Governing Law; Submission to Jurisdiction;
Appointment of Agent.

(a) THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN
ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

(b) Any legal action or proceeding with respect to this
Agreement, any other Loan Document and any action for enforcement of any
judgment in respect thereof may be brought in the courts of the State of New
York or of the United States of America for the Southern District of New York,
and, by execution and delivery of this Agreement, Holdings and the Borrower each
hereby accepts for itself and in respect of its property, generally and
unconditionally, the non-exclusive jurisdiction of the aforesaid courts and
appellate courts from any thereof. Holdings and the Borrower each irrevocably
consents to the service of process out of any of the aforementioned courts in
any such action or proceeding by the mailing of copies thereof by registered or
certified mail, postage prepaid, to Holdings or the Borrower, as the case may
be, at its address set forth opposite its signature below.

(c) Each of Holdings and the Borrower hereby irrevocably
waives any objection which it may now or hereafter have to the laying of venue
of any of the aforesaid actions or proceedings arising out of or in

100

connection with this Agreement or any other Loan Document brought in the courts
referred to above and hereby further irrevocably waives and agrees not to plead
or claim in any such court that any such action or proceeding brought in any
such court has been brought in an inconvenient forum. Nothing herein shall
affect the right of the Agent, any Bank or any holder of a Note to serve
process in any other manner permitted by law or to commence legal proceedings
or otherwise proceed against Holdings or the Borrower in any other
jurisdiction.

Section 9.9 Counterparts. This Agreement may be executed in any
number of counterparts and by the different parties hereto on separate
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument.

Section 9.10 Headings Descriptive. The headings of the several
Sections and subsections of this Agreement are inserted for convenience only and
shall not in any way affect the meaning or construction of any provision of this
Agreement.

Section 9.11 Marshalling; Recapture. Neither the Agent, nor any Bank
shall be under any obligation to ▇▇▇▇▇▇▇▇ any assets in favor of Holdings or the
Borrower or any other party or against or in payment of any or all of the
Obligations. To the extent any Bank receives any payment by or on behalf of
Holdings or the Borrower, which payment or any part thereof is subsequently
invalidated, declared to be fraudulent or preferential, set aside or required to
be repaid to Holdings or the Borrower or its respective estate, trustee,
receiver, custodian or any other party under any bankruptcy law, state or
federal law, common law or equitable cause, then to the extent of such payment
or repayment, the obligation or part thereof which has been paid, reduced or
satisfied by the amount so repaid shall be reinstated by the amount so repaid
and shall be included within the liabilities of Holdings or the Borrower to such
Bank as of the date such initial payment, reduction or satisfaction occurred.

Section 9.12 Severability. In case any provision in or obligation
under this Agreement or the Notes or the other Loan Documents shall be invalid,
illegal or unenforceable in any jurisdiction, the validity, legality

101

and enforceability of the remaining provisions or obligations, or of such
provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.

Section 9.13 Survival. All indemnities set forth herein including,
without limitation, in Sections 2.17, 2.18, 2.19, 2.20, 8.7 and 9.1 shall
survive the execution and delivery of this Agreement and the Notes and the
making and repayment of the Loans hereunder.

Section 9.14 Domicile of Loans. Each Bank may transfer and carry its
Loans at, to or for the account of any branch office, subsidiary or affiliate of
such Bank.

Section 9.15 Limitation of Liability. No claim may be made by the
Borrower or any other Person against the Agent, or any Bank or their Affiliates,
directors, officers, employees, attorneys or agents of any of them for any
special, indirect, consequential or punitive damages in respect of any claim for
breach of contract or any other theory of liability arising out of or related to
the transactions contemplated by this Agreement, or any act, omission or event
occurring in connection therewith; and each of Holdings and the Borrower hereby
waives, releases and agrees not to ▇▇▇ upon any claim for any such damages,
whether or not accrued and whether or not known or suspected to exist in its
favor.

Section 9.16 Waiver of Trial by Jury. TO THE EXTENT PERMITTED BY
APPLICABLE LAW, EACH OF HOLDINGS, THE BORROWER, THE AGENT AND THE BANKS HEREBY
IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT OR ANY MATTER ARISING HEREUNDER OR THEREUNDER.

Section 9.17 Confidentiality. Each Bank agrees that it will not
disclose Confidential Information (as hereinafter defined) to any person other
than (a) as may be consented to by Holdings and the Borrower, (b) as may be
required by law or pursuant to legal process and (c) to prospective Participants
and Purchasing Banks and those of such Bank's directors, officers, employee,
examiners and professional advisors who have a need to know the Confidential
Information in accordance with

102

customary banking practices and who receive the Confidential Information having
been made aware of the restrictions of this subsection 9.17. As used herein,
the term "Confidential Information" means all information contained in
materials relating to Holdings, the Borrower and any other Subsidiary provided
to the Banks by Holdings, the Borrower or its representatives or agents other
than (i) information which is at the time so provided or thereafter becomes
generally available to the public other than as a result of a disclosure by one
or more Banks and (ii) information which was available to any Bank prior to its
disclosure to the Banks by Holdings, the Borrower, its representatives or
agents.

97
103

IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Agreement as of the date first
above written.

ROUGE INDUSTRIES, INC.

By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: Vice President and Chief
Financial Officer

Notice Address:
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

ROUGE STEEL COMPANY

Notice Address:
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

104

THE CHASE MANHATTAN BANK,
as Agent, as Issuing Bank, and
individually as a Bank

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President

Notice Address:
One Chase ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇

NBD BANK

By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President

Notice Address:
Michigan Banking Division
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

COMERICA BANK

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President

Notice Address:
Michigan Corporate Banking
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇

Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

99
105

NATIONAL CITY BANK

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
----------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President

Notice Address:
National City Center
▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇

Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

1 EXHIBIT 10.1 AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 30, 1997

Document Metadata

Document Metadata

Table of Contents