UNITED STATES STEEL CORP
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>j0238901exv10w1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.1

================================================================================

                                CREDIT AGREEMENT

                                   dated as of

                                  May 20, 2003

                                      among

                         UNITED STATES STEEL CORPORATION

                            THE LENDERS PARTY HERETO

                        THE LC ISSUING BANKS PARTY HERETO

                              JPMORGAN CHASE BANK,
  as Administrative Agent, Collateral Agent, Co-Syndication Agent and Swingline
                                     Lender

                                       and

                      GENERAL ELECTRIC CAPITAL CORPORATION,
                 as Co-Collateral Agent and Co-Syndication Agent

                             -----------------------

                          J.P. MORGAN SECURITIES INC.,
                       as Co-Lead Arranger and Bookrunner

                                       and

                        GECC CAPITAL MARKETS GROUP, INC.,
                               as Co-Lead Arranger

================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                  PAGE
                                                                                                  ----
<S>                                                                                               <C>
                                    ARTICLE 1
                                   DEFINITIONS

Section 1.01.  Defined Terms..................................................................      1
Section 1.02.  Classification of Loans and Borrowings.........................................     35
Section 1.03.  Terms Generally................................................................     35
Section 1.04.  Accounting Terms; Changes in GAAP..............................................     35

                                    ARTICLE 2
                                   THE CREDITS

Section 2.01.  Commitments....................................................................     36
Section 2.02.  Revolving Loans................................................................     36
Section 2.03.  Requests to Borrow Revolving Loans.............................................     37
Section 2.04.  Swingline Loans................................................................     37
Section 2.05.  Letters of Credit..............................................................     39
Section 2.06.  Funding of Revolving Loans.....................................................     43
Section 2.07.  Interest Elections.............................................................     44
Section 2.08.  Termination or Reduction of Commitments........................................     45
Section 2.09.  Payment at Maturity; Evidence of Debt..........................................     46
Section 2.10.  Optional and Mandatory Prepayments.............................................     47
Section 2.11 . Change in Control..............................................................     48
Section 2.12 . Fees...........................................................................     49
Section 2.13.  Interest.......................................................................     50
Section 2.14.  Alternate Rate of Interest.....................................................     51
Section 2.15.  Increased Costs................................................................     51
Section 2.16.  Break Funding Payments.........................................................     52
Section 2.17.  Taxes..........................................................................     53
Section 2.18.  Payments Generally; Pro Rata Treatment; Sharing of Set-Offs....................     54
Section 2.19.  Lender's Obligation to Mitigate; Replacement of Lenders........................     56
Section 2.20.  Optional Increase in Commitments...............................................     57

                                    ARTICLE 3
                         REPRESENTATIONS AND WARRANTIES

Section 3.01.  Organization; Powers...........................................................     59
Section 3.02.  Authorization; Enforceability..................................................     59
Section 3.03.  Governmental Approvals; No Conflicts...........................................     59
Section 3.04.  Financial Statements; No Material Adverse Change...............................     59
Section 3.05.  Security Documents.............................................................     60
Section 3.06.  Borrower's Subsidiaries........................................................     60
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                <C>
Section 3.07.  Litigation and Environmental Matters...........................................     60
Section 3.08.  Compliance with Laws and Agreements; Foreign Asset Control Regulations.........     61
Section 3.09.  Investment and Holding Company Status..........................................     61
Section 3.10.  ERISA..........................................................................     61
Section 3.11.  Regulation U...................................................................     62
Section 3.12.  Disclosure.....................................................................     62
Section 3.13.  Senior Debt....................................................................     62
Section 3.14.  Processing of Receivables......................................................     62
Section 3.15.  Existing Senior Unsecured Debt Documents; New Senior Unsecured Debt Documents..     62
Section 3.16.  National Steel Asset Purchase Agreement........................................     62
Section 3.17.  Solvency.......................................................................     63

                                    ARTICLE 4
                                   CONDITIONS

Section 4.01.  Effective Date.................................................................     63
Section 4.02.  Conditions to Initial Utilization and Each Subsequent Utilization..............     66

                                    ARTICLE 5
                              AFFIRMATIVE COVENANTS

Section 5.01.  Financial Statements and Other Information.....................................     66
Section 5.02.  Notice of Material Events......................................................     70
Section 5.03.  Information Regarding Collateral...............................................     70
Section 5.04.  Existence; Conduct of Business.................................................     71
Section 5.05.  Payment of Obligations.........................................................     71
Section 5.06.  Maintenance of Properties......................................................     72
Section 5.07.  Insurance......................................................................     72
Section 5.08.  Casualty and Condemnation......................................................     73
Section 5.09.  Proper Records; Rights to Inspect and Appraise.................................     73
Section 5.10.  Compliance with Laws...........................................................     75
Section 5.11.  Use of Proceeds and Letters of Credit..........................................     75
Section 5.12.  Further Assurances.............................................................     75
Section 5.13.  Amendments to Effective Date Receivables Financing.............................     76
Section 5.14.  Designation of Subsidiaries....................................................     77

                                    ARTICLE 6
                               NEGATIVE COVENANTS

Section 6.01.  Debt; Certain Equity Securities................................................     77
Section 6.02.  Liens..........................................................................     79
Section 6.03.  Fundamental Changes............................................................     80
Section 6.04.  Investments, Loans, Advances, Guarantees and Acquisitions......................     81
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                               <C>
Section 6.05.  Asset Sales....................................................................     84
Section 6.06.  Subsidiary Debt................................................................     85
Section 6.07.  Sale and Leaseback Transactions................................................     86
Section 6.08.  Restricted Payments............................................................     87
Section 6.09.  Transactions with Affiliates...................................................     87
Section 6.10.  Restrictive Agreements.........................................................     88
Section 6.11.  Designation of Unrestricted Subsidiaries.......................................     88
Section 6.12.  Capital Expenditures...........................................................     88
Section 6.13.  Fixed Charge Coverage Ratio....................................................     89
Section 6.14.  Reserved.......................................................................     89
Section 6.15.  Reserved.......................................................................     89
Section 6.16.  Hedging Agreements.............................................................     89
Section 6.17.  Environmental Matters..........................................................     89
Section 6.18.  Amendment of Material Documents................................................     89

                                    ARTICLE 7
                                EVENTS OF DEFAULT

                                    ARTICLE 8
                                   THE AGENTS

Section 8.01.  Appointment and Authorization..................................................     93
Section 8.02.  Rights and Powers as a Lender..................................................     93
Section 8.03.  Limited Duties and Responsibilities............................................     93
Section 8.04.  Authority to Rely on Certain Writings, Statements and Advice...................     94
Section 8.05.  Sub-Agents and Related Parties.................................................     94
Section 8.06.  Resignation; Successor Agents..................................................     94
Section 8.07.  Credit Decisions by Lenders....................................................     95
Section 8.08.  Agents' Fees...................................................................     95
Section 8.09.  Collateral Agent and Co-Collateral Agent.......................................     95

                                    ARTICLE 9
                                  MISCELLANEOUS

Section 9.01.  Notices........................................................................     96
Section 9.02.  Waivers; Amendments............................................................     97
Section 9.03.  Expenses; Indemnity; Damage Waiver.............................................     99
Section 9.04.  Successors and Assigns.........................................................    101
Section 9.05.  Designated Lenders.............................................................    103
Section 9.06.  Survival.......................................................................    105
Section 9.07.  Counterparts; Integration; Effectiveness.......................................    105
Section 9.08.  Severability...................................................................    105
Section 9.09.  Right of Setoff................................................................    106
Section 9.10.  Governing Law; Jurisdiction; Consent to Service of Process.....................    106
Section 9.11.  WAIVER OF JURY TRIAL...........................................................    107
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                               <C>
Section 9.12.  Headings.......................................................................    107
Section 9.13.  Confidentiality................................................................    107
Section 9.14.  Interest Rate Limitation.......................................................    108
</TABLE>

SCHEDULES:
PRICING SCHEDULE
Schedule 1.01(a)      --   Existing Accounting Procedures
Schedule 1.01(b)      --   National Steel Assets
Schedule 2.01         --   Commitments
Schedule 3.06         --   List of Subsidiaries
Schedule 5.01         --   Additional Monthly Financial Information
Schedule 5.07         --   Insurance
Schedule 6.02         --   Existing Liens
Schedule 6.04         --   Existing Investments
Schedule 6.06         --   Existing Subsidiary Debt
Schedule 6.09         --   Transactions with Affiliates
Schedule 6.10         --   Existing Restrictions

EXHIBITS:

Exhibit A        -- Form of Assignment
Exhibit B-1      -- Form of Opinion of Special Counsel to the Borrower
Exhibit B-2      -- Form of Opinion of Assistant General Counsel of the Borrower
Exhibit B-3      -- Form of Opinion of Counsel to the Borrower
Exhibit C        -- Form of Security Agreement
Exhibit D-1      -- Form of Monthly Borrowing Base Certificate
Exhibit D-2      -- Form of Bi-Weekly Borrowing Base Certificate
Exhibit E        -- Form of Intercreditor Agreement
Exhibit F-1      -- Form of Collateral Access Agreement (Processor/Warehouse)
Exhibit F-2      -- Form of Collateral Access Agreement (Landlord)
Exhibit G        -- Certain Definitions from Regulation S-X (as in effect on the
                    date of this Agreement)
Exhibit H        -- Designation Agreement

<PAGE>

         CREDIT AGREEMENT dated as of May 20, 2003 among UNITED STATES STEEL
CORPORATION, the LENDERS party hereto, the LC ISSUING BANKS party hereto,
JPMORGAN CHASE BANK, as Administrative Agent, Collateral Agent, Co-Syndication
Agent and Swingline Lender, and GENERAL ELECTRIC CAPITAL CORPORATION, as
Co-Collateral Agent and Co-Syndication Agent.

         WHEREAS, the Borrower desires to borrow funds and obtain letters of
credit under this Agreement (i) to replace its existing Credit Agreement dated
as of November 30, 2001(as amended, supplemented or modified from time to time
prior to the date hereof, the "EXISTING CREDIT AGREEMENT") among the Borrower,
the lenders and letter of credit issuing banks party thereto, JPMorgan Chase
Bank, as administrative agent, collateral agent and swingline lender, General
Electric Capital Corporation, as documentation agent and co-collateral agent,
and PNC Bank, National Association and Foothill Capital Corporation, as
co-syndication agents and (ii) for general corporate purposes, including working
capital;

         WHEREAS, the Borrower is willing to secure (i) its obligations under
this Agreement and (ii) certain other obligations under interest rate hedging
arrangements and other arrangements entered into with certain Lenders, by
granting Liens on certain of its assets to the Collateral Agent, as provided in
the Security Documents; and

         WHEREAS, the Lenders and the LC Issuing Banks are willing to make loans
or issue or participate in letters of credit hereunder, and those Lenders who
are counterparties to the interest rate hedging arrangements and other
arrangements referred to above are willing to enter into or maintain them, under
the terms and conditions set forth in this Agreement and the Security Documents;

         NOW, THEREFORE, the parties hereto agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS

         Section 1.01 . Defined Terms. As used in this Agreement, the following
terms have the meanings specified below:

         "2003 WORKFORCE REDUCTION" means the workforce reductions implemented
pursuant to Borrower's 2003 workforce reduction program including a transitional
assistance program and voluntary early retirement program associated with the
National Steel Acquisition.

         "ACKNOWLEDGMENT OF COLLATERAL ACCESS AGREEMENT" means a written
acknowledgement of the continuing effectiveness of a collateral access agreement
delivered pursuant to the Existing Credit Agreement, executed by all parties to

                                       H-1

<PAGE>

such collateral access agreement, and otherwise in form and substance
satisfactory to the Collateral Agent and the Co-Collateral Agent.

         "ADJUSTED LIBO RATE" means, with respect to any Eurodollar Borrowing
for any Interest Period, an interest rate per annum (rounded upwards, if
necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest
Period multiplied by (b) the Statutory Reserve Adjustment.

         "ADMINISTRATIVE AGENT" means JPMorgan Chase Bank, in its capacity as
administrative agent under the Loan Documents, and its successors in such
capacity.

         "ADMINISTRATIVE QUESTIONNAIRE" means an Administrative Questionnaire in
a form supplied by the Administrative Agent.

         "AFFILIATE" means, with respect to a specified Person, another Person
that directly, or indirectly through one or more intermediaries, Controls, or is
Controlled by or under common Control with such specified Person.

         "AGENTS" means the Administrative Agent, the Collateral Agent and the
Co-Collateral Agent.

         "ALTERNATE BASE RATE" means, for any day, a rate per annum equal to the
greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds
Effective Rate in effect on such day plus 1/2 of 1%. Any change in the Alternate
Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate
will be effective from and including the effective date of such change in the
Prime Rate or the Federal Funds Effective Rate, respectively.

         "APPLICABLE RATE" means for any day:

                  (a)      with respect to any Revolving Loan or Swingline Loan
         that is a Base Rate Loan, the applicable rate per annum set forth in
         the Pricing Schedule in the row opposite the caption "Base Rate Margin"
         and in the column corresponding to the "Pricing Level" that applies for
         such day;

                  (b)      with respect to any Revolving Loan that is a
         Eurodollar Loan, the applicable rate per annum set forth in the Pricing
         Schedule in the row opposite the caption "Euro-Dollar Margin" and in
         the column corresponding to the "Pricing Level" that applies for such
         day;

                  (c)      with respect to the commitment fees payable
         hereunder, the applicable rate per annum set forth in the Pricing
         Schedule in the row opposite the caption "Commitment Fee Rate" and in
         the column corresponding to the "Pricing Level" that applies for such
         day;

                                       H-2

<PAGE>

         In each case, the "Applicable Rate" will be based on the Average
         Availability calculated as of the relevant determination date; provided
         that:

                           (i)      at all times during the period from the
                  Effective Date through and including December 31, 2003, the
                  "Applicable Rates" for purposes of clauses (a), (b) and (c)
                  above will be the applicable rates per annum set forth in the
                  Pricing Schedule and corresponding to Level II Pricing;

                           (ii)     at any time when an Event of Default has
                  occurred and is continuing, such Applicable Rates will be
                  those set forth in the Pricing Schedule and corresponding to
                  the Pricing Level in effect for such day plus 2.00%; and

                           (iii)    at the option of the Administrative Agent
                  (or at the request of the Required Lenders), if the Borrower
                  fails to deliver consolidated financial statements to the
                  Administrative Agent as and when required by Section
                  5.01(a)(i) or 5.01(a)(ii), such Applicable Rates will be those
                  set forth in the Pricing Schedule and corresponding to Level
                  IV Pricing during the period from the expiration of the time
                  specified for such delivery until such financial statements
                  are so delivered.

         "APPROVED FINANCING MODEL" means, collectively, (x) a quarterly
computation of the Borrower's liquidity position (including cash, receivables,
inventory and borrowings) for each Fiscal Quarter of Fiscal Year 2003 that ends
at least 20 days prior to the Effective Date, and (y) a financing model/business
plan (with appropriate assumptions) for each Fiscal Year during the term of this
Agreement, which financing model/business plan shall include, without
limitation, (A) projected financial forecasts on a quarterly basis for Fiscal
Year 2003 and on an annual basis for each Fiscal Year thereafter, (B) sources
and uses for the Transactions, (C) projected synergies on labor and other
expenses and (D) a written analysis of the business and prospects of the
Borrower and its Subsidiaries during the term of this Agreement, in each case
reflecting and giving effect to the consummation of the National Steel
Acquisition, and in each case satisfactory in all respects to, and approved in
writing by, each of the Administrative Agent, the Collateral Agent and the
Co-Collateral Agent.

         "ARRANGERS" means J.P. Morgan Securities Inc. and GECC Capital Markets
Group, Inc., in their respective capacities as co-lead arrangers of the credit
facility provided under this Agreement.

         "ASSIGNMENT" means an assignment and assumption agreement entered into
by a Lender and an assignee (with the consent of any party whose consent is

                                       H-3

<PAGE>

required by Section 9.04), and accepted by the Administrative Agent, in the form
of Exhibit A or any other form approved by the Administrative Agent.

         "AVAILABILITY RESERVES" means, as of any date of determination, such
reserves in amounts as the Collateral Agent and the Co-Collateral Agent may from
time to time establish (upon ten business days' notice to the Borrower in the
case of new reserve categories established after the Effective Date and formula
changes) and revise (upward or downward) in good faith in accordance with their
respective customary credit policies: (i) to reflect events, conditions,
contingencies or risks which, as reasonably determined by the Collateral Agent
and the Co-Collateral Agent, do or are reasonably likely to materially adversely
affect either (a) the Collateral or its value or (b) the security interests and
other rights of the Collateral Agent, the Co-Collateral Agent or any Lender in
the Collateral (including the enforceability, perfection and priority thereof)
or (ii) to reflect the Collateral Agent's and the Co-Collateral Agent's
reasonable belief that any collateral report or financial information furnished
by or on behalf of the Borrower is or may have been incomplete, inaccurate or
misleading in any material respect or (iii) in respect of any state of facts
which the Collateral Agent and the Co-Collateral Agent reasonably determine in
good faith constitutes a Default or an Event of Default; provided that, at any
date of determination (unless and until otherwise determined by the Collateral
Agent and the Co-Collateral Agent), "AVAILABILITY RESERVES" shall include (a) a
reserve equal to two times the most current month-end liability to Outside
Processor, Third-Party Warehouseman and Borrower Joint Venture locations holding
Eligible Inventory, (b) a reserve for obligations secured by Liens on Collateral
for which UCC financing statements are filed, (c) a reserve for permitted Liens
and (d) a reserve for claims secured by purchase money liens; and provided
further that any adjustment or revision to the Availability Reserves shall be
made in accordance with Section 8.09.

         "AVAILABLE INVENTORY" means, at any time the sum of:

                  (a)      the lesser of (i) up to 65% of Eligible Finished
         Goods Inventory and (ii) the product of (x) 85% of the net recovery
         rates as determined by an independent appraisal multiplied by (y)
         Eligible Finished Goods Inventory; plus

                  (b)      the lesser of (i) up to 60% of Eligible Semi-Finished
         Goods and Scrap Inventory and (ii) the product of (x) 85% of the net
         recovery rates as determined by an independent appraisal multiplied by
         (y) Eligible Semi-Finished Goods and Scrap Inventory; plus

                  (c)      the lesser of (i) up to 25% of Eligible Raw Materials
         Inventory (other than Scrap Inventory) and (ii) the product of (x) 85%
         of the net recovery rates as determined by an independent appraisal
         multiplied by (y) Eligible Raw Materials Inventory.

                                       H-4

<PAGE>

         "AVAILABLE RECEIVABLES" means, at any time, a percentage (not to exceed
85%) of the difference of (i) Eligible Receivables minus (ii) a Dilution
Reserve, such percentage and such Dilution Reserve to be determined by the
Collateral Agent and the Co-Collateral Agent in their sole discretion (taking
into consideration actual dilution) upon the completion of collateral review
field work to be performed subsequent to the termination of the Effective Date
Receivables Financing.

         "AVERAGE FACILITY AVAILABILITY" means, on any day, an amount equal to
the quotient of (a) the sum of the end of the day Facility Availability for each
day during the period of 30 consecutive days ending on (and including) such
date, divided by (b) 30 (i.e., the number of days in such period).

         "BASE RATE", when used with respect to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Alternate Base Rate.

         "BOARD OF DIRECTORS" means, the Board of Directors of the Borrower or
any committee thereof duly authorized to act on behalf of such Board of
Directors.

         "BORROWER" means United States Steel Corporation, a Delaware
corporation, and its successors.

         "BORROWER JOINT VENTURE" means any joint venture in which the Borrower
holds, or acquires after the Effective Date, a direct or indirect equity
interest.

         "BORROWER'S LATEST FORM 10-Q" means the Borrower's quarterly report on
Form 10-Q for the quarter ended March 31, 2003, as filed with the SEC pursuant
to the Exchange Act.

         "BORROWER'S LATEST PROXY STATEMENT" means the Borrower's proxy
statement on Form 14A dated, and filed with the SEC on, March 14, 2003.

         "BORROWER'S 2002 FORM 10-K" means the Borrower's annual report on Form
10-K for 2002, as filed with the SEC pursuant to the Exchange Act.

         "BORROWING" means Loans of the same Interest Type made, converted or
continued on the same day and, in the case of Eurodollar Loans, as to which the
same Interest Period is in effect. The term "Borrowing" does not apply to a
Swingline Loan.

         "BORROWING BASE" means, at any time, subject to adjustment as provided
in Section 5.09(c), an amount equal to the sum of (i) Available Inventory less
(ii) Availability Reserves less (iii) the aggregate outstanding amount
(calculated as

                                       H-5

<PAGE>

the Mark-to-Market Value) of the Derivative Obligations of the Borrower that
constitute Secured Derivative Obligations (as defined in the Security
Agreement), up to a maximum amount of $50,000,000 plus (iv) Available
Receivables if the Effective Date Receivables Financing shall have terminated
(and the obligations in respect thereof paid in full) and not been replaced with
another Receivables Financing on terms (other than terms relating to pricing or
reserve percentages or similar financial terms) satisfactory to the
Administrative Agent (it being understood that such Available Receivables shall
exclude all Receivables that have become Transferred Receivables (as defined in
the Security Agreement) at the time of, or prior to, such termination of the
Effective Date Receivables Financing). Standards of eligibility and reserves and
advance rates of the Borrowing Base may be revised and adjusted from time to
time by the Collateral Agent and the Co-Collateral Agent in their sole
discretion (subject to Section 9.02(b)(viii) hereof); provided that any such
revisions or adjustments shall be established in accordance with Section 8.09;
and provided further that any such changes in such standards shall be effective
three Business Days after delivery of notice thereof to the Borrower.

         "BORROWING BASE CERTIFICATE" means a certificate, duly executed and
certified as accurate and complete by a Financial Officer of the Borrower,
appropriately completed and substantially in the form of Exhibit D-1 (or, at any
time when such certificate is required to be delivered on a bi-weekly basis
pursuant to Section 5.01(b), substantially in the form of Exhibit D-2) together
with all attachments and supporting documentation (i) as contemplated thereby,
(ii) as outlined on Schedule 1 to Exhibit D-1 and (iii) as reasonably requested
by the Collateral Agent or the Co-Collateral Agent.

         "BORROWING REQUEST" means a request by the Borrower for a Borrowing in
accordance with Section 2.03.

         "BUSINESS DAY" means any day that is not a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by law
to remain closed; provided that, when used in connection with a Eurodollar Loan,
the term "Business Day" shall also exclude any day on which banks are not open
for dealings in dollar deposits in the London interbank market.

         "CAPITAL EXPENDITURES" means, for any period, the additions to
property, plant and equipment and other capital expenditures of the Borrower and
its Restricted Subsidiaries that are (or would be) set forth as capital
expenditures in a consolidated statement of cash flows of the Borrower and its
Restricted Subsidiaries for such period prepared in accordance with GAAP.

         "CAPITAL LEASE OBLIGATIONS" of any Person means obligations of such
Person to pay rent or other amounts under any lease of (or other arrangement
conveying the right to use) real or personal property, or a combination thereof,
which obligations are required under GAAP to be classified and accounted for as

                                       H-6

<PAGE>

capital leases on a balance sheet of such Person. The amount of such obligations
will be the capitalized amount thereof determined in accordance with GAAP.

         "CASH COLLATERAL ACCOUNT" has the meaning specified in Section 1 of the
Security Agreement.

         "CHANGE IN CONTROL" means the occurrence of any of the following:

                  (a)      any "person" (as such term is used in Sections 13(d)
         and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as
         defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that
         for the purposes of this clause (a) such person shall be deemed to have
         "beneficial ownership" of all shares that any such person has the right
         to acquire, whether such right is exercisable immediately or only after
         the passage of time), directly or indirectly, of more than 35% of
         either the aggregate ordinary voting power or the aggregate equity
         value represented by the issued and outstanding Equity Interests in the
         Borrower;

                  (b)      individuals who constituted the Board of Directors of
         the Borrower at any given time (together with any new directors whose
         election by such Board of Directors or whose nomination for election by
         the shareholders of the Borrower as approved by a vote of 66-2/3% of
         the directors of the Borrower then still in office who were either
         directors at such time or whose election or nomination for election was
         previously so approved) cease for any reason to constitute a majority
         of the Board of Directors then in office;

                  (c)      the adoption of a plan relating to the liquidation or
         dissolution of the Borrower; or

                  (d)      the merger or consolidation of the Borrower with or
         into another Person or the merger of another Person with or into the
         Borrower, or the sale of all or substantially all the assets of the
         Borrower (determined on a consolidated basis) to another Person, other
         than a merger or consolidation transaction in which holders of Equity
         Interests representing 100% of the ordinary voting power represented by
         the Equity Interests in the Borrower immediately prior to such
         transaction (or other securities into which such securities are
         converted as part of such merger or consolidation transaction) own
         directly or indirectly at least a majority of the ordinary voting power
         represented by the Equity Interests in the surviving Person in such
         merger or consolidation transaction issued and outstanding immediately
         after such transaction and in substantially the same proportion as
         before the transaction.

         "CHANGE IN LAW" means (a) the adoption of any law, rule or regulation
after the date of this Agreement, (b) any change in any law, rule or regulation
or

                                       H-7

<PAGE>

in the interpretation or application thereof by any Governmental Authority after
such date or (c) compliance by any Lender or the LC Issuing Bank (or, for
purposes of Section 2.15(b), by any lending office of such Lender or by such
Lender's or the LC Issuing Bank's holding company, if any) with any request,
guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after such date.

         "CO-COLLATERAL AGENT" means General Electric Capital Corporation, in
its capacity as co-collateral agent for the Lenders under the Loan Documents,
and its successors in such capacity.

         "COLLATERAL" means any and all "Collateral", as defined in any Security
Document.

         "COLLATERAL ACCESS AGREEMENT" means an agreement substantially in the
form of Exhibit F-1 or Exhibit F-2.

         "COLLATERAL AGENT" means JPMorgan Chase Bank, in its capacity as
collateral agent for the Lenders under the Loan Documents, and its successors in
such capacity.

         "COLLATERAL REQUIREMENT" means the requirement that:

                  (a)      the Administrative Agent (i) shall have received a
         counterpart of the Security Agreement duly executed and delivered by
         JPMorgan Chase Bank, as Collateral Agent, and (ii) shall have received
         from the Borrower a counterpart of the Security Agreement duly executed
         and delivered on behalf of the Borrower;

                  (b)      all documents and instruments, including Uniform
         Commercial Code financing statements, required by law or reasonably
         requested by the Collateral Agent and the Co-Collateral Agent to be
         filed, registered or recorded to create the Liens intended to be
         created by the Security Documents and perfect or record such Liens to
         the extent, and with the priority, required by the Security Documents,
         shall have been filed, registered or recorded or delivered to the
         Collateral Agent for filing, registration or recording;

                  (c)      the Borrower shall have obtained all consents and
         approvals required to be obtained by it in connection with the
         execution and delivery of all Security Documents to which it is a
         party, the performance of its obligations thereunder and the granting
         of the Liens granted by it thereunder;

                                       H-8

<PAGE>

                  (d)      the Borrower shall have taken all other action
         required under the Security Documents to perfect, register and/or
         record the Liens granted by it thereunder;

                  (e)      the Administrative Agent shall have received a
         favorable written opinion of counsel to the Borrower (either (i)
         addressed to the Administrative Agent and the Lenders, or (ii)
         accompanied by a reliance letter in form and substance satisfactory to
         the Administrative Agent, authorizing the Administrative Agent and the
         Lenders to rely thereon) covering the matters set forth in Exhibit B-3;
         and

                  (f)      the Administrative Agent shall have received a fully
         executed copy of the Intercreditor Agreement.

         "COMMITMENT" means, with respect to each Lender, the commitment, if
any, of such Lender to make Revolving Loans and to acquire participations in
Letters of Credit and Swingline Loans hereunder, expressed as an amount
representing the maximum aggregate amount of such Lender's Exposure hereunder,
as such commitment may be (a) reduced from time to time pursuant to Section 2.08
and (b) reduced or increased from time to time pursuant to assignments by or to
such Lender pursuant to Section 9.04. The initial amount of each Lender's
Commitment is set forth on Schedule 2.01, or in the Assignment pursuant to which
such Lender shall have assumed its initial Commitment, as applicable. The
initial aggregate amount of the Commitments is $600,000,000.

         "CONSOLIDATED CASH INTEREST EXPENSE" means, for any period, the amount
by which:

                  (a)      the sum of (i) the interest expense (including
         imputed interest expense in respect of Capital Lease Obligations) of
         the Borrower and the Restricted Subsidiaries for such period,
         determined on a consolidated basis in accordance with GAAP, (ii) any
         interest accrued during such period, in respect of Debt of the Borrower
         or any Restricted Subsidiary, that is required under GAAP to be
         capitalized rather than included in consolidated interest expense for
         such period and (iii) to the extent not included in cash interest
         expense for such period pursuant to subclause (i) of this clause (a),
         cash payments (if any) made during such period in respect of
         obligations referred to in clause (b)(ii) below that were amortized or
         accrued in a previous period, exceeds

                  (b)      the sum of (i) to the extent included in such
         consolidated interest expense for such period, non-cash amounts
         attributable to amortization of financing costs paid in a previous
         period, (ii) to the extent included in such consolidated interest
         expense for such period, non-cash amounts attributable to amortization
         of debt discount or accrued interest payable in kind for such period
         and (iii) the interest income of the

                                       H-9

<PAGE>

         Borrower and the Restricted Subsidiaries for such period, determined on
         a consolidated basis in accordance with GAAP.

         "CONSOLIDATED EBITDAR" means, for any period, the sum of (a)
Consolidated Net Income for such period minus (b) to the extent included in
calculating such Consolidated Net Income (and without duplication), any gains
for such period (including, without limitation, any net gain on the sale of
assets other than any net gain on the Timberland Contribution) plus (c) each of
the following (without duplication) to the extent deducted in calculating such
Consolidated Net Income:

         (i)      all income tax expense of the Borrower and its Restricted

Subsidiaries for such period;

         (ii)     Consolidated Cash Interest Expense for such period;

         (iii)    depreciation, depletion and amortization expense of the
Borrower and its Restricted Subsidiaries for such period (excluding amortization
expense attributable to any prepaid operating activity item that was paid in
cash in a prior period);

         (iv)     all other non-cash charges of the Borrower and its Restricted
Subsidiaries for such period (excluding any such non-cash charge to the extent
that it represents an accrual of or reserve for cash expenditures in any future
period);

         (v)      any net loss on the sale of assets, excluding any net loss on
the Timberland Contribution;

         (vi)     the one-time cash charges incurred as a result of the 2003
Workforce Reduction in an aggregate amount not to exceed $125,000,000; and

         (vii)    Consolidated Rental Expense for such period;

plus or minus (d) such adjustments as may be required in respect of amounts
relating to pension and other post-retirement liabilities (including liabilities
under the Coal Industry Retiree Health Benefit Act of 1992) that have been
deducted or included in calculating Net Income, so that only the cash effect of
such amounts is included in Consolidated EBITDAR for such period.

Notwithstanding the foregoing, the provision for taxes based on the income or
profits of, and the depreciation and amortization and non-cash charges of, a
Restricted Subsidiary shall be added to Consolidated Net Income to compute
Consolidated EBITDAR only to the extent (and in the same proportion) that the
net income of such Restricted Subsidiary is included in calculating Consolidated
Net Income and only if a corresponding amount would be permitted at the date of

                                      H-10

<PAGE>

determination to be dividended to the Borrower by such Restricted Subsidiary
without prior approval (that has not been obtained), pursuant to the terms of
its charter and all agreements, instruments, judgments, decrees, orders,
statutes, rules and governmental regulations applicable to such Restricted
Subsidiary or its stockholders.

         "CONSOLIDATED FIXED CHARGES" means, for any period, the sum of (a)
Consolidated Cash Interest Expense for such period, (b) the aggregate amount of
scheduled principal payments required to be made during the succeeding period of
12 consecutive months in respect of Long-Term Debt of the Borrower and its
Restricted Subsidiaries (except payments required to be made by the Borrower or
any Restricted Subsidiary to the Borrower or any Restricted Subsidiary), (c)
Consolidated Rental Expense paid in cash during such period, (d) income tax
expense of the Borrower and the Restricted Subsidiaries paid in cash during such
period, (e) any Capital Expenditure made in cash during such period for the
purpose of maintaining or replacing an existing capital asset (excluding any
such Capital Expenditure to the extent made with proceeds of insurance covering
such existing capital asset) and (f) Restricted Payments made in cash during
such period.

         "CONSOLIDATED NET INCOME" means, for any period, the net income or loss
of the Borrower and its Restricted Subsidiaries for such period determined on a
consolidated basis in accordance with GAAP; provided that there shall be
excluded (a) the income of any Person (except the Borrower and its Restricted
Subsidiaries) in which any other Person (except the Borrower, a Restricted
Subsidiary or a director holding qualifying shares in compliance with applicable
law) owns an Equity Interest, except to the extent that dividends or other
distributions were actually paid by such Person to the Borrower or any
Restricted Subsidiary during such period, and (b) the income or loss of any
Person accrued before (1) the date it becomes a Restricted Subsidiary, (2) the
date it is merged into or consolidated with the Borrower or any Restricted
Subsidiary or (3) the date its assets are acquired by the Borrower or any
Restricted Subsidiary; and provided further that, for purposes of determining
compliance with Section 6.13, from and after the consummation of the Mining
Business Asset Sale, Consolidated Net Income shall be calculated without
reflecting the accounting changes required under (and excluding the one-time
non-cash extraordinary loss recognized pursuant to) the Coal Industry Retiree
Health Act of 1992, but including amounts in respect of future period cash
obligations to the extent such amounts would have been included therein prior to
consummation of the Mining Business Asset Sale.

         "CONSOLIDATED RENTAL EXPENSE" means, for any period, the aggregate
rental expense (including operating lease expense) of the Borrower and the
Restricted Subsidiaries, determined on a consolidated basis, for such period.

                                      H-11

<PAGE>

         "CONTROL" means possession, directly or indirectly, of the power (a) to
vote 30% or more of any class of voting securities of a Person or (b) to direct
or cause the direction of the management or policies of a Person, whether
through the ownership of voting securities, by contract or otherwise.
"CONTROLLING" and "CONTROLLED" have meanings correlative thereto.

         "DEBT" of any Person means, without duplication:

                  (a)      all obligations of such Person for borrowed money or
         with respect to deposits or advances of any kind (other than unspent
         cash deposits held in escrow by or in favor of such Person, or in a
         segregated deposit account controlled by such Person, in each case in
         the ordinary course of business to secure the performance obligations
         of, or damages owing from, one or more third parties),

                  (b)      all obligations of such Person evidenced by bonds,
         debentures, notes or similar instruments,

                  (c)      all obligations of such Person on which interest
         charges are customarily paid (other than obligations where interest is
         levied only on late or past due amounts),

                  (d)      all obligations of such Person under conditional sale
         or other title retention agreements relating to property acquired by
         such Person,

                  (e)      all obligations of such Person in respect of the
         deferred purchase price of property or services (excluding current
         accounts payable incurred in the ordinary course of business),

                  (f)      all Debt of others secured by (or for which the
         holder of such Debt has an existing right, contingent or otherwise, to
         be secured by) any Lien on property owned or acquired by such Person,
         whether or not the Debt secured thereby has been assumed,

                  (g)      all Guarantees by such Person of Debt of others,

                  (h)      all Capital Lease Obligations of such Person,

                  (i)      all unpaid obligations, contingent or otherwise, of
         such Person as an account party in respect of letters of credit and
         letters of guaranty (other than cash collateralized letters of credit
         to secure the performance of workers' compensation, unemployment
         insurance, other social security laws or regulations, bids, trade
         contracts, leases, environmental and other statutory obligations,
         surety and appeal bonds,

                                      H-12

<PAGE>

         performance bonds and other obligations of a like nature, in each case,
         obtained in the ordinary course of business),

                  (j)      all capital stock of such Person which is required to
         be redeemed or is redeemable at the option of the holder if certain
         events or conditions occur or exist or otherwise,

                  (k)      the aggregate amount advanced by buyers or lenders
         with respect to all Receivables Financings, net of repayments or
         recoveries through liquidation of the assets transferred pursuant to
         such Receivables Financing, and

                  (l)      all obligations, contingent or otherwise, of such
         Person in respect of bankers' acceptances.

         The Debt of any Person shall include the Debt of any other entity
(including any partnership in which such Person is a general partner) to the
extent that such Person is liable therefor as a result of such Person's
ownership interest in or other relationship with such entity, except to the
extent that contractual provisions binding on the holder of such Debt provide
that such Person is not liable therefor.

         Notwithstanding the foregoing, the term "Debt" will exclude (x) any
indebtedness for which Marathon Oil Corporation indemnifies the Borrower
pursuant to the terms of the Financial Matters Agreement, so long as (i) such
indebtedness has not been refinanced and (ii) Marathon Oil Corporation has an
Investment Grade Rating from both Moody's and S&P and (y) Industrial Revenue
Bond Obligations to the extent the Borrower (i) has delivered to the holders of
such obligations an irrevocable notice of redemption or directed delivery of
such a notice and (ii) has set aside cash or U.S. Government Obligations,
pursuant to a defeasance mechanism or otherwise, sufficient to redeem such
obligations. As used herein, the term "U.S. Government Obligations" shall refer
to direct obligations (or certificates representing an ownership interest in
such obligations) of the United States of America (including any agency or
instrumentality thereon) for the payment of which the full faith and credit of
the United States of America is pledged and which are not callable or redeemable
at the issuer's option.

         Notwithstanding the foregoing, in connection with the purchase by the
Borrower or any Restricted Subsidiary of any business, the term "Debt" will
exclude post-closing payment adjustments to which the seller may become entitled
to the extent such payment is determined by a final closing; provided, however,
that, at the time of closing, the amount of any such payment is not determinable
and, to the extent such payment thereafter becomes fixed and determined, the
amount is paid when due.

                                      H-13

<PAGE>

         "DEFAULT" means any event or condition which constitutes an Event of
Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.

         "DERIVATIVE OBLIGATIONS" has the meaning specified in Section 1 of the
Security Agreement.

         "DESIGNATED LENDER" means, with respect to any Designating Lender, an
Eligible Designee designated by it pursuant to Section 9.05(a) as a Designated
Lender for purposes of this Agreement.

         "DESIGNATING LENDER" means, with respect to each Designated Lender, the
Lender that designated such Designated Lender pursuant to Section 9.05(a).

         "DILUTION RESERVE" means a reserve amount to be determined by the
Collateral Agent and the Co-Collateral Agent in their sole discretion upon the
completion of collateral review field work to be performed subsequent to the
termination of the Effective Date Receivables Financing.

         "DOLLARS" or "$" refers to lawful money of the United States.

         "DOMESTIC SUBSIDIARY" means each Subsidiary that is not a Foreign
Subsidiary.

         "EFFECTIVE DATE" means the date on which each of the conditions
specified in Section 4.01 is satisfied (or waived in accordance with Section
9.02).

         "EFFECTIVE DATE RECEIVABLES FINANCING" means the Receivables Financing
of the Borrower that is in effect on the Effective Date, as amended,
supplemented or modified from time to time (subject to Section 5.13 hereof), and
as such receivables financing may be renewed, extended or rolled over on
substantially the same terms as are in effect on the Effective Date; provided
that the Debt arising from the Effective Date Receivables Financing shall comply
with the limitations set forth in Section 6.06(g).

         "ELIGIBLE DESIGNEE" means a special purpose corporation that (i) is
organized under the laws of the United States or any state thereof, (ii) is
engaged in making, purchasing or otherwise investing in commercial loans in the
ordinary course of its business and (iii) issues (or the parent of which issues)
commercial paper rated at least A-1 or the equivalent thereof by S&P or P-1 or
the equivalent thereof by Moody's.

         "ELIGIBLE FINISHED GOODS INVENTORY" means all Finished Goods Inventory
that is Eligible Inventory.

         "ELIGIBLE INVENTORY" means at any date of determination thereof, the
aggregate value (as reflected on the plant level records of the Borrower and

                                      H-14

<PAGE>

consistent with the Borrower's current and historical accounting practices
whereby manufactured items are valued at pre-determined costs and purchased
items are valued at rolling average actual cost) at such date of all Qualified
Inventory owned by the Borrower and located in any jurisdiction in the United
States of America, as to which Qualified Inventory appropriate UCC financing
statements have been filed (or delivered to the Collateral Agent for filing
pursuant to Section 4.01(h)) naming the Borrower as "debtor" and JPMorgan Chase
Bank as Collateral Agent, as "secured party," adjusted on any date of
determination to exclude, without duplication, all Qualified Inventory that is
Ineligible Inventory, minus all Valuation Reserves.

         "ELIGIBLE RAW MATERIALS INVENTORY" means all Raw Materials Inventory
that is Eligible Inventory.

         "ELIGIBLE RECEIVABLES" means at any date of determination thereof, the
aggregate value (determined on a basis consistent with GAAP and the Borrower's
then current and historical accounting practices) of all Qualified Receivables
of the Borrower, net of (x) any amounts in respect of sales, excise or similar
taxes included in such Receivables and (y) returns, discounts, claims, credits
and allowances of any nature at any time issued, owing, granted, outstanding
available or claimed (calculated without duplication of deductions taken
pursuant to the exclusion of "Ineligible Receivables" as described below),
adjusted on any date of determination to exclude, without duplication, all
Qualified Receivables that are Ineligible Receivables.

         "ELIGIBLE SEMI-FINISHED GOODS AND SCRAP INVENTORY" means all
Semi-Finished Goods and Scrap Inventory that is Eligible Inventory.

         "ENVIRONMENTAL LAWS" means all laws, rules, regulations, codes,
ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating in any way to the environment, the preservation or reclamation of
natural resources, the management, release or threatened release of any
Hazardous Material or the effects of the environment on health and safety.

         "ENVIRONMENTAL LIABILITY" means any liability, contingent or otherwise
(including any liability for damages, costs of remediation, fines, penalties or
indemnities), of the Borrower directly or indirectly resulting from or based on
(a) violation of any Environmental Law, (b) the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous Material, (c)
exposure to any Hazardous Material, (d) the release or threatened release of any
Hazardous Material into the environment or (e) any contract, agreement or other
consensual arrangement pursuant to which liability is assumed or imposed with
respect to any of the foregoing.

                                      H-15

<PAGE>

         "EQUITY INTERESTS" means (i) shares of capital stock, partnership
interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity ownership interests in a Person or (ii) any
warrants, options or other rights to acquire such shares or interests.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

         "ERISA AFFILIATE" means any trade or business (whether or not
incorporated) that, together with the Borrower or any Subsidiary, is treated as
a single employer under Section 414(b) or (c) of the Internal Revenue Code or,
solely for purposes of Section 302 of ERISA and Section 412 of the Internal
Revenue Code, is treated as a single employer under Section 414 of the Internal
Revenue Code.

         "ERISA EVENT" means (a) any "reportable event", as defined in Section
4043 of ERISA or the regulations issued thereunder with respect to a Plan
(except an event for which the 30-day notice period is waived); (b) the
existence with respect to any Plan of an "accumulated funding deficiency" (as
defined in Section 412 of the Internal Revenue Code or Section 302 of ERISA),
whether or not waived; (c) the filing pursuant to Section 412(d) of the Internal
Revenue Code or Section 303(d) of ERISA of an application for a waiver of the
minimum funding standard with respect to any Plan; (d) the incurrence by the
Borrower or any ERISA Affiliate of any liability under Title IV of ERISA with
respect to the termination of any Plan; (e) the receipt by the Borrower or any
ERISA Affiliate from the PBGC or a plan administrator of any notice relating to
an intention to terminate any Plan or Plans or to appoint a trustee to
administer any Plan; (f) the incurrence by the Borrower or any ERISA Affiliate
of any liability with respect to withdrawal or partial withdrawal from any Plan
or Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate
of any notice, or the receipt by any Multiemployer Plan from the Borrower or any
ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability
or a determination that a Multiemployer Plan is, or is expected to be, insolvent
or in reorganization, within the meaning of Title IV of ERISA.

         "EURODOLLAR", when used with respect to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate.

         "EVENTS OF DEFAULT" has the meaning specified in Article 7.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
from time to time.

                                      H-16

<PAGE>

         "EXCLUDED TAXES" means, with respect to any Lender Party or other
recipient of a payment made by or on account of any obligation of the Borrower
hereunder:

                  (a)      income or franchise taxes imposed on (or measured by)
         its net income, receipts, capital or net worth by the United States (or
         any jurisdiction within the United States, except to the extent that
         such jurisdiction within the United States imposes such taxes solely in
         connection with such Lender Party's enforcement of its rights or
         exercise of its remedies under the Loan Documents), or by the
         jurisdiction under the laws of which such recipient is organized or in
         which its principal office is located or, in the case of any Lender, in
         which its applicable lending office is located;

                  (b)      any branch profits taxes imposed by the United States
         or any similar tax imposed by any other jurisdiction described in
         clause (a) above; and

                  (c)      in the case of a Foreign Lender, any withholding tax
         that (i) is in effect and would apply to amounts payable to such
         Foreign Lender at the time such Foreign Lender becomes a party to this
         Agreement or designates a new lending office or (ii) is attributable to
         such Foreign Lender's failure to comply with Section 2.17(e).

         Notwithstanding the foregoing, a withholding tax will not be an
"Excluded Tax" to the extent that (A) it is imposed on amounts payable to a
Foreign Lender by reason of an assignment made to such Foreign Lender at the
Borrower's request pursuant to Section 2.19(b), (B) it is imposed on amounts
payable to a Foreign Lender by reason of any other assignment and does not
exceed the amount for which the assignor would have been indemnified pursuant to
Section 2.17(a) or (C) in the case of designation of a new lending office, it
does not exceed the amount for which such Foreign Lender would have been
indemnified if it had not designated a new lending office.

         "EXISTING CREDIT AGREEMENT" has the meaning set forth in the first
"Whereas" clause of this Agreement.

         "EXISTING SENIOR UNSECURED DEBT" means the 10.75% Senior Notes due
August 1, 2008 issued by the Borrower before the Effective Date in the aggregate
principal amount of $535,000,000 and the Debt represented thereby.

         "EXISTING SENIOR UNSECURED DEBT DOCUMENTS" means the indenture under
which the Existing Senior Unsecured Debt is issued and all other instruments,
agreements and other documents evidencing or governing the Existing Senior
Unsecured Debt or providing for any Guarantee or other right in respect thereof.

                                      H-17

<PAGE>

         "EXPOSURE" means, with respect to any Lender at any time, the sum of
(i) the aggregate outstanding principal amount of such Lender's Revolving Loans
and (ii) such Lender's LC Exposure and Swingline Exposure at such time.

         "FACILITY AVAILABILITY" means, at any time, an amount equal to (i) the
lesser of (x) the aggregate amount of the Lenders' Commitments at such time and
(y) the Borrowing Base, at such time, less (ii) the Total Outstanding Amount at
such time.

         "FEDERAL FUNDS EFFECTIVE RATE" means, for any day, the weighted average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published on such Business Day, the average (rounded upwards, if necessary, to
the next 1/100 of 1%) of the quotations for such day for such transactions
received by the Administrative Agent from three Federal funds brokers of
recognized standing selected by it.

         "FEDERAL RESERVE BOARD" means the Board of Governors of the Federal
Reserve System of the United States.

         "FINANCIAL MATTERS AGREEMENT" means the Financial Matters Agreement
dated as of December 31, 2001 by and between Marathon Oil Corporation and the
Borrower (formerly known as United States Steel LLC).

         "FINANCIAL OFFICER" means the chief financial officer, treasurer, any
assistant treasurer, the controller or any assistant controller of the Borrower.

         "FINANCING TRANSACTIONS" means the execution, delivery and performance
by the Borrower of the Loan Documents to which it is to be a party, the
borrowing of Loans, the use of the proceeds thereof and the issuance of Letters
of Credit hereunder.

         "FINISHED GOODS INVENTORY" means finished goods to be sold by the
Borrowers in the ordinary course of business, including plates, finished tubes,
tin plates and finished sheets, but excluding Semi-Finished Goods and Scrap
Inventory and Raw Materials Inventory.

         "FISCAL QUARTER" means a fiscal quarter of the Borrower.

         "FISCAL YEAR" means a fiscal year of the Borrower.

         "FIXED CHARGE COVERAGE RATIO" means, at the end of any Fiscal Quarter,
the ratio of (a) Consolidated EBITDAR to (b) Consolidated Fixed Charges, in each
case for the period of four consecutive Fiscal Quarters then ended.

                                      H-18

<PAGE>

         "FOREIGN LENDER" means any Lender that is organized under the laws of a
jurisdiction outside the United States.

         "FOREIGN SUBSIDIARY" means a Subsidiary (which may be a corporation,
limited liability company, partnership or other legal entity) organized under
the laws of a jurisdiction outside the United States, and conducting
substantially all its operations outside the United States.

         "GAAP" means generally accepted accounting principles as in effect from
time to time in the United States, applied on a basis consistent (except for
changes concurred in by the Borrower's independent public accountants) with the
most recent audited consolidated financial statements of the Borrower and its
consolidated Subsidiaries delivered to the Lenders.

         "GOVERNMENTAL AUTHORITY" means the government of the United States, any
other nation or any political subdivision thereof, whether state or local, and
any agency, authority, instrumentality, regulatory body, court, central bank or
other entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.

         "GUARANTEE" by any Person (the "GUARANTOR") means any obligation,
contingent or otherwise, of the guarantor guaranteeing or having the economic
effect of guaranteeing any Debt or other debt-like obligations of any other
Person (the "PRIMARY OBLIGOR") in any manner, whether directly or indirectly,
and including any obligation of the guarantor, direct or indirect, (a) to
purchase or pay (or advance or supply funds for the purchase or payment of) such
Debt or other obligation or to purchase (or advance or supply funds for the
purchase of) any security for the payment thereof, (b) to purchase or lease
property, securities or services for the purpose of assuring the owner of such
Debt or other obligation of the payment thereof, (c) to maintain working
capital, equity capital or any other financial statement condition or liquidity
of the primary obligor so as to enable the primary obligor to pay such Debt or
other obligation or (d) as an account party in respect of any letter of credit
or letter of guaranty issued to support such Debt or other obligation; provided
that the term "Guarantee" shall not include endorsements for collection or
deposit in the ordinary course of business.

         "HAZARDOUS MATERIALS" means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos-containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.

         "HEDGING AGREEMENT" means any interest rate protection agreement,
foreign currency exchange agreement, commodity price protection agreement or
other interest rate, currency exchange rate or commodity price hedging
arrangement.

                                      H-19

<PAGE>

         "INDEMNIFIED TAXES" means all Taxes except Excluded Taxes.

         "INDUSTRIAL REVENUE BOND OBLIGATIONS" means an obligation to a state or
local government unit that secures the payment of bonds issued by a state or
local government unit or any Debt incurred to refinance, in whole or in part,
such obligations.

         "INELIGIBLE INVENTORY" means all Qualified Inventory described in one
or more of the following clauses, without duplication:

                  (a)      Qualified Inventory that is not subject to a
         perfected first priority Lien in favor of the Collateral Agent or that
         is subject to any Lien other than the Liens permitted pursuant to
         Section 6.02; or

                  (b)      Qualified Inventory that is not located at or in
         transit to property that is either owned or leased by the Borrower;
         provided that any Qualified Inventory located at or in transit to
         property that is leased by the Borrower shall be deemed "Ineligible
         Inventory" pursuant to this clause (b) unless the Borrower shall have
         either (1) delivered to the Collateral Agent a Collateral Access
         Agreement (or, if applicable, a landlord waiver in form and substance
         satisfactory to the Collateral Agent and the Co-Collateral Agent) with
         respect to such leased location or (2) in the case of any leased
         location in respect of which a collateral access agreement was
         delivered pursuant to the Existing Credit Agreement, shall have
         delivered to the Collateral Agent an Acknowledgement of Collateral
         Access Agreement within 45 days after the Effective Date (or such
         longer period as the Collateral Agent and the Co-Collateral Agent may
         agree); and provided further that any Qualified Inventory located at or
         in transit to a Third-Party Location shall not be deemed "Ineligible
         Inventory" pursuant to this clause (b) on any date of determination if
         (w) the value of such Qualified Inventory on such date of determination
         (as reflected on the plant level records of the Borrower and consistent
         with the Borrower's current and historical accounting practices whereby
         manufactured items are valued at pre-determined costs and purchased
         items are valued at rolling average actual cost) is greater than
         $500,000, (x) the Borrower shall have delivered to the Collateral Agent
         a Collateral Access Agreement with respect to such Third-Party Location
         (or, in the case of any Third Party Location in respect of which a
         collateral access agreement was delivered pursuant to the Existing
         Credit Agreement, the Borrower shall have delivered to the Collateral
         Agent an Acknowledgement of Collateral Access Agreement within 45 days
         after the Effective Date (or such longer period as the Collateral Agent
         and the Co-Collateral Agent may agree), (y) the aggregate number of
         Third-Party Locations designated by the Borrower as eligible locations
         in respect of which Qualified Inventory shall be excluded from
         "Ineligible Inventory" in reliance on this clause (b) does not exceed
         100 on such date of determination and (z) in

                                      H-20

<PAGE>

         the case of any Third Party Location owned or leased by a Borrower
         Joint Venture, the terms of the joint venture arrangements in respect
         of such Borrower Joint Venture are satisfactory to the Collateral
         Agent, the Co-Collateral Agent and the Lenders; or

                  (c)      Qualified Inventory that is on consignment and
         Qualified Inventory subject to a negotiable document of title (as
         defined in the Uniform Commercial Code as in effect from time to time
         in the State of New York); or

                  (d)      Qualified Inventory located on the premises of
         customers or vendors (other than Outside Processors); or

                  (e)      Qualified Inventory comprised of Finished Goods
         Inventory and Semi-Finished Goods and Scrap Inventory that has been
         written down pursuant to the Borrower's existing accounting procedures
         (as such existing accounting procedures are set forth in Schedule 1.01
         hereto); provided, however, that the scrap value of such Qualified
         Inventory will be included in the calculation of "Eligible Inventory";
         or

                  (f)      Qualified Inventory that consists of maintenance
         spare parts; or

                  (g)      Qualified Inventory that is classified as supplies,
         and sundry in the Borrower's historical and current accounting records,
         including, but not limited to, fuel oil, coal chemicals, metal
         products, miscellaneous, non-LIFO inventory, store supplies, cleaning
         mixtures, lubricants and the like; or

                  (h)      Qualified Inventory that is billed not shipped
         Inventory; or

                  (i)      Qualified Inventory considered non-conforming, which
         shall mean, on any date, all inventory classified as "non-prime" or
         "seconds" or other "off-spec" Inventory, to the extent that such
         Qualified Inventory exceeds 3% of Total Qualified Inventory; provided
         that the scrap value of such Qualified Inventory shall be included in
         the calculation of Eligible Inventory. For purposes of this clause (i),
         "Total Qualified Inventory" means all Raw Materials Inventory, Finished
         Goods Inventory and Semi-Finished Goods and Scrap Inventory; or

                  (j)      Qualified Inventory that is not located in the United
         States; or

                  (k)      Qualified Inventory that is not owned solely by the
         Borrower, or as to which the Borrower does not have good, valid and
         marketable title thereto; or

                                      H-21

<PAGE>

                  (l)      intercompany profit included in the value of
         Qualified Inventory; or

                  (m)      Qualified Inventory that consists of scale, slag and
         other by-products; or

                  (n)      Qualified Inventory that consists of raw materials
         other than iron ore, coke, coal, scrap, limestone, other alloys and
         fluxes; or

                  (o)      Qualified Inventory that does not otherwise conform
         to the representations and warranties contained in this Agreement or
         the other Loan Documents; or

                  (p)      depreciation included in the value of Qualified
         Inventory; or

                  (q)      non-production costs included in the value of
         Qualified Inventory;

                  (r)      slabs that are more than two months old and other
         semi-finished and finished goods that are more than eight months old
         provided that the scrap value of such inventory shall be included in
         the calculation of Eligible Inventory; or

                  (s)      such other Qualified Inventory as may be deemed
         ineligible by the Collateral Agent and the Co-Collateral Agent from
         time to time in their sole discretion.

         "INELIGIBLE RECEIVABLES" shall be determined by the Collateral Agent
and the Co-Collateral Agent in their sole discretion upon the completion of
collateral review field work to be performed subsequent to the termination of
the Effective Date Receivables Financing and shall include such ineligibles
based on traditional asset based lending concepts, and any other ineligibles as
may be deemed appropriate at the sole discretion of the Collateral Agent and the
Co-Collateral Agent.

          "INTERCREDITOR AGREEMENT" means the Intercreditor Agreement dated as
of May 20, 2003 by and among JPMorgan Chase Bank, as a Funding Agent, The Bank
of Nova Scotia, as a Funding Agent and as Receivables Collateral Agent, JPMorgan
Chase Bank, as Lender Agent, U.S. Steel Receivables LLC, as Transferor, and
United States Steel Corporation, as Originator, as Initial Servicer and as
Borrower, as acknowledged and agreed by the Administrative Agent, the Collateral
Agent and the Co-Collateral Agent, substantially in the form of Exhibit E.

                                      H-22

<PAGE>

         "INTEREST ELECTION" means an election by the Borrower to change or
continue the Interest Type of a Borrowing in accordance with Section 2.07.

         "INTEREST PAYMENT DATE" means (a) with respect to any Base Rate Loan,
the last day of each March, June, September and December, (b) with respect to
any Swingline Loan, the day on which such Loan is required to be repaid and (c)
with respect to any Eurodollar Loan, the last day of the Interest Period
applicable to the Borrowing of which such Loan is a part and, if such Interest
Period is longer than three months, each day during such Interest Period that
occurs at intervals of three months' duration after the first day of such
Interest Period.

         "INTEREST PERIOD" means, with respect to any Eurodollar Borrowing, the
period beginning on the date of such Borrowing and ending on the numerically
corresponding day in the calendar month that is one, two, three or six months
thereafter, as the Borrower may elect; provided that (a) if any Interest Period
would end on a day other than a Business Day, such Interest Period shall be
extended to the next succeeding Business Day unless such next succeeding
Business Day would fall in the next calendar month, in which case such Interest
Period shall end on the next preceding Business Day and (b) any Interest Period
that commences on the last Business Day of a calendar month (or on a day for
which there is no numerically corresponding day in the last calendar month of
such Interest Period) shall end on the last Business Day of the last calendar
month of such Interest Period. For purposes hereof, the date of a Borrowing
initially shall be the date on which such Borrowing is made and thereafter shall
be deemed to be the effective date of the most recent conversion or continuation
of such Borrowing.

         "INTEREST TYPE", when used with respect to any Loan or Borrowing,
refers to whether the rate of interest on such Loan, or on the Loans comprising
such Borrowing, is determined by reference to the Adjusted LIBO Rate or the
Alternate Base Rate.

         "INTERNAL REVENUE CODE" means the Internal Revenue Code of 1986, as
amended from time to time.

         "INVENTORY" has the meaning set forth in Article 9 of the Uniform
Commercial Code as in effect from time to time in the State of New York.

         "INVESTMENT GRADE RATING" means a rating equal to or higher than Baa3
(or the equivalent) by Moody's and BBB- (or the equivalent) by S&P.

         "LC DISBURSEMENT" means a payment made by the LC Issuing Bank in
respect of a drawing under a Letter of Credit.

         "LC EXPOSURE" means, at any time, the sum of (a) the aggregate undrawn
amount of all Letters of Credit outstanding at such time plus (b) the aggregate

                                      H-23

<PAGE>

amount of all LC Disbursements that have not yet been reimbursed by or on behalf
of the Borrower at such time. The LC Exposure of any Revolving Lender at any
time will be its Percentage of the total LC Exposure at such time.

         "LC ISSUING BANK" means JPMorgan Chase Bank and any other Lender that
may agree to issue letters of credit hereunder, in each case in its capacity as
an issuer of a Letter of Credit, and their respective successors in such
capacity as provided in Section 2.05(i). The LC Issuing Bank may, in its
discretion, arrange for one or more Letters of Credit to be issued by its
Affiliates, in which case the term "LC Issuing Bank" shall include each such
Affiliate with respect to Letters of Credit issued by it.

         "LC REIMBURSEMENT OBLIGATIONS" means, at any time, all obligations of
the Borrower to reimburse the LC Issuing Bank for amounts paid by it in respect
of drawings under Letters of Credit, including any portion of such obligations
to which Lenders have become subrogated by making payments to the LC Issuing
Bank pursuant to Section 2.05(e).

         "LENDER AFFILIATE" means, (a) with respect to any Lender, (i) an
Affiliate of such Lender or (ii) any entity (whether a corporation, partnership,
trust or otherwise) that is engaged in making, purchasing, holding or otherwise
investing in bank loans and similar extensions of credit in the ordinary course
of its business and is administered or managed by such Lender or an Affiliate of
such Lender and (b) with respect to any Lender that is a fund which invests in
bank loans and similar extensions of credit, any other fund that invests in bank
loans and similar extensions of credit and is managed by the same investment
advisor as such Lender or by an Affiliate of such investment advisor.

         "LENDER PARTIES" means the Lenders, the LC Issuing Bank and the Agents.

         "LENDERS" means the Persons listed on Schedule 2.01 and any other
Person that shall have become a party hereto pursuant to an Assignment, other
than any such Person that ceases to be a party hereto pursuant to an Assignment.
Unless the context requires otherwise, the term "Lenders" includes the Swingline
Lender.

         "LETTER OF CREDIT" means any letter of credit issued pursuant to this
Agreement.

         "LIBO RATE" means, with respect to any Eurodollar Borrowing for any
Interest Period, the rate appearing on Page 3750 of the Dow Jones Market Service
(or on any successor or substitute page of such Service, or any successor to or
substitute for such Service, providing rate quotations comparable to those
currently provided on such page of such Service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of

                                      H-24

<PAGE>

interest rates applicable to dollar deposits in the London interbank market) at
approximately 11:00 a.m., London time, two Business Days before the beginning of
such Interest Period, as the rate for dollar deposits with a maturity comparable
to such Interest Period. If such rate is not available at such time for any
reason, then the "LIBO Rate" with respect to such Eurodollar Borrowing for such
Interest Period shall be the rate at which dollar deposits of $5,000,000 and for
a maturity comparable to such Interest Period are offered by the principal
London office of the Administrative Agent in immediately available funds in the
London interbank market at approximately 11:00 a.m., London time, two Business
Days before the beginning of such Interest Period.

         "LIEN" means, with respect to any asset, (a) any mortgage, deed of
trust, lien, pledge, hypothecation, encumbrance, charge or security interest in,
on or of such asset, (b) the interest of a vendor or a lessor under any
conditional sale agreement, capital lease or title retention agreement (or any
financing lease having substantially the same economic effect as any of the
foregoing) relating to such asset and (c) in the case of securities, any
purchase option, call or similar right of a third party with respect to such
securities.

         "LIKE-KIND EXCHANGE" means the disposition of property in exchange for
similar property or for cash proceeds in a transaction qualifying as a like-kind
exchange pursuant to Section 1031 of the Internal Revenue Code of 1986 (or any
successor provision).

         "LOAN DOCUMENTS" means this Agreement, any promissory note issued by
the Borrower pursuant to Section 2.09(e), the Letters of Credit and the Security
Documents.

         "LOANS" means loans made by the Lenders to the Borrower pursuant to
this Agreement. Unless the context requires otherwise, the term "Loans" includes
Swingline Loans.

         "LONG-TERM DEBT" means any Debt that, in accordance with GAAP,
constitutes (or, when incurred, constituted) a long-term liability.

         "MARATHON OIL CORPORATION" means Marathon Oil Corporation, a Delaware
corporation (formerly known as USX Corporation), together with its successors.

         "MARK-TO-MARKET VALUE" has the meaning specified in Section 1 of the
Security Agreement.

         "MATERIAL ADVERSE EFFECT" means a material adverse effect on (a) the
business, operations, properties, assets, financial condition, contingent
liabilities or material agreements of the Borrower and its Subsidiaries taken as
a whole, (b) the ability of the Borrower to perform any of its obligations under
any Loan

                                      H-25
<PAGE>

Document or (c) the rights of or benefits available to any Lender Party under,
or the validity or enforceability of, any Loan Document.

         "MATERIAL DEBT" means Debt (other than obligations in respect of the
Loans and Letters of Credit), or obligations in respect of one or more Hedging
Agreements, of any one or more of the Borrower and its Restricted Subsidiaries
in an aggregate principal amount exceeding $20,000,000. For purposes of
determining Material Debt, the "principal amount" of the obligations of the
Borrower or any Restricted Subsidiary in respect of any Hedging Agreement at any
time will be the maximum aggregate amount (after giving effect to any netting
agreements) that the Borrower or such Subsidiary would be required to pay if
such Hedging Agreement were terminated at such time.

         "MATURITY DATE" means May 31, 2007 (or, if such day is not a Business
Day with respect to Eurodollar Loans, the next preceding day that is a Business
Day with respect to Eurodollar Loans).

         "MAXIMUM FACILITY AVAILABILITY" means, at any date, an amount equal to
the lesser of (i) the aggregate amount of the Lenders' Commitments on such date
and (ii) the Borrowing Base on such date.

         "MINING BUSINESS ASSET SALE" means the proposed sale by the Borrower
and certain of its Subsidiaries of all of their respective coal and related
mining operating assets.

         "MOODY'S" means Moody's Investors Service, Inc.

         "MULTIEMPLOYER PLAN" means a multiemployer plan as defined in Section
4001(a)(3) of ERISA.

         "NATIONAL STEEL ACQUISITION" means the proposed acquisition of the
National Steel Assets by the Borrower or one or more of its subsidiaries in a
sale pursuant to Section 363 of Title 11 of the United States Code, pursuant to
the terms of the National Steel Asset Purchase Agreement.

         "NATIONAL STEEL ASSET PURCHASE AGREEMENT" means the Asset Purchase
Agreement dated as of April 21, 2003 by and among the Borrower, National Steel
Corporation and the subsidiaries of National Steel Corporation set forth on the
signature pages thereof, as amended, supplemented or otherwise modified from
time to time prior to the date of this Agreement.

         "NATIONAL STEEL ASSETS" means the steel-making and related assets of
National Steel Corporation and certain of its Subsidiaries identified on
Schedule 1.01(b) hereto.

                                      H-26

<PAGE>

         "NEW SENIOR UNSECURED DEBT" means the 9.75% Senior Notes due May 15,
2010 issued by the Borrower on or before the Effective Date in the aggregate
principal amount of $450,000,000 and the Debt represented thereby.

         "NEW SENIOR UNSECURED DEBT DOCUMENTS" means the indenture under which
the New Senior Unsecured Debt is issued and all other instruments, agreements
and other documents evidencing or governing the New Senior Unsecured Debt or
providing for any Guarantee or other right in respect thereo.

         "OTHER TAXES" means any and all present or future recording, stamp,
documentary, excise, transfer, sales, property or similar taxes, charges or
levies arising from any payment made under any Loan Document or from the
execution, delivery or enforcement of, or otherwise with respect to, any Loan
Document.

         "OUTSIDE PROCESSOR" means any Person that provides processing services
with respect to Qualified Inventory owned by the Borrower and on whose premises
Qualified Inventory is located, which premises are neither owned nor leased by
the Borrower.

         "PARTICIPANTS" has the meaning specified in Section 9.04(e).

         "PBGC" means the Pension Benefit Guaranty Corporation referred to and
defined in ERISA and any successor entity performing similar functions.

         "PERCENTAGE" means, with respect to any Lender, the percentage of the
total Commitments represented by such Lender's Commitment. If the Commitments
have terminated or expired, the Percentages will be determined based on the
Commitments most recently in effect, adjusted to give effect to any assignments.

         "PERFECTION CERTIFICATE" means a certificate in the form of Exhibit A
to the Security Agreement or any other form approved by the Administrative
Agent.

         "PERMITTED INVESTMENTS" means any of the following: (i) any investment
in direct obligations of the United States of America or any agency thereof;
(ii) investments in time deposit accounts, certificates of deposit and money
market deposits maturing within 180 days of the date of acquisition thereof
issued by any Lender or a bank or trust company which is organized under the
laws of the United States of America, any State thereof or any foreign country
recognized by the United States of America, and which bank or trust company has
capital, surplus and undivided profits aggregating in excess of $50,000,000 (or
the foreign currency equivalent thereof) and whose long-term debt is rated "A"
(or such similar equivalent rating) or higher by at least one nationally
recognized statistical rating organization (as defined in Rule 436 under the
Exchange Act) or any money market fund sponsored by a registered broker dealer
or mutual fund distributor; (iii) repurchase obligations with a term of not more
than 30 days for

                                      H-27

<PAGE>

underlying securities of the types described in clause (i) above entered into
with a Lender or a bank meeting the qualifications described in clause (ii)
above; (iv) investments in commercial paper, maturing not more than 90 days
after the date of acquisition, issued by a corporation (other than an Affiliate
of the Borrower) organized and in existence under the laws of the United States
of America or any foreign country recognized by the United States of America
with a rating at the times as of which any investment therein is made of "P-1"
(or higher) by Moody's or "A-1" (or higher) by S & P; (v) investments in
securities with maturities of six months or less from the date of acquisition
issued or fully guaranteed by any state, commonwealth or territory of the United
States of America, or by any political subdivision or taxing authority thereof,
and rated at least "A" by S&P or "A" by Moody's; (vi) overnight investments with
banks rated "B" or better by Fitch, Inc.; (vii) in the case of a Restricted
Subsidiary that is a Foreign Subsidiary, investments of the type and maturity
described in clauses (i) through (vi) above of foreign obligors, which
investments or obligors (or the parents of such obligors) have ratings described
in such clauses or equivalent ratings from comparable foreign rating agencies;
and (viii) deposits in foreign financial institutions not meeting the standards
set forth in clause (ii) above, to the extent that such deposits do not at any
time exceed $5,000,000 in the aggregate.

         "PERMITTED LIENS" means:

                  (a)      Liens imposed by law for taxes that are not yet due
         or are being contested in compliance with Section 5.05;

                  (b)      carriers', warehousemen's, mechanics', materialmen's,
         repairmen's and other like Liens imposed by law, arising in the
         ordinary course of business and securing obligations that are not
         overdue by more than 30 days or are being contested in compliance with
         Section 5.05;

                  (c)      pledges and deposits made in the ordinary course of
         business in compliance with workers' compensation, unemployment
         insurance and other social security laws or regulations (including,
         without limitation, deposits made in the ordinary course of business to
         cash collateralize letters of credit described in the parenthetical in
         clause (i) of the definition of "Debt");

                  (d)      deposits to secure the performance of bids, trade
         contracts, leases, statutory obligations, surety and appeal bonds,
         performance bonds and other obligations of a like nature, and Liens
         imposed by statutory or common law relating to banker's liens or rights
         of setoff or similar rights relating to deposit accounts, in each case
         in the ordinary course of business;

                  (e)      Liens arising in the ordinary course of business in
         favor of issuers of documentary letters of credit;

                                      H-28

<PAGE>

                  (f)      judgment liens in respect of judgments that do not
         constitute an Event of Default under clause (k) of Article 7; and

                  (g)      easements, zoning restrictions, rights-of-way,
         licenses, reservations, minor irregularities of title and similar
         encumbrances on real property imposed by law or arising in the ordinary
         course of business that do not secure any monetary obligation and do
         not materially detract from the value of the affected property or
         interfere with the ordinary conduct of business of the Borrower or any
         Restricted Subsidiary;

         provided that the term "Permitted Liens" shall not include any Lien
that secures Debt.

         "PERSON" means any natural person, corporation, limited liability
company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.

         "PLAN" means any employee pension benefit plan (except a Multiemployer
Plan) subject to the provisions of Title IV of ERISA or Section 412 of the
Internal Revenue Code or Section 302 of ERISA, and in respect of which the
Borrower or any ERISA Affiliate is (or, if such plan were terminated, would
under Section 4069 of ERISA be deemed to be) a "contributing sponsor" as defined
in Section 4001(a)(13) of ERISA.

         "PREVAILING EASTERN TIME" means "eastern standard time" as defined in
15 USC Section 263 as modified by 15 USC Section 260a.

         "PRICING SCHEDULE" means the Pricing Schedule attached hereto.

         "PRIME RATE" means, for any day, the rate of interest per annum then
most recently publicly announced by JPMorgan Chase Bank as its prime rate in
effect at its principal office in New York City. Each change in the Prime Rate
will be effective for purposes hereof from and including the date such change is
publicly announced as being effective.

         "QUALIFIED INVENTORY" means all Raw Materials Inventory, Semi-Finished
Goods and Scrap Inventory and Finished Goods Inventory held by the Borrower in
the normal course of business and owned solely by the Borrower (per plant level
records whereby manufactured items are valued at pre-determined costs and
purchased items are valued at rolling average actual cost).

         "QUALIFIED RECEIVABLES" means all Receivables that are directly created
by the Borrower in the ordinary course of business arising out of the sale of
goods or rendition of services by the Borrower, which are at all times
acceptable to the Collateral Agent and the Co-Collateral Agent in all respects
in the exercise of

                                      H-29

<PAGE>

their reasonable judgment and the customary credit policies of the Collateral
Agent and the Co-Collateral Agent.

         "RATING AGENCY" means each of S&P and Moody's.

         "RAW MATERIALS INVENTORY" means any raw materials used or consumed in
the manufacture or production of other inventory including, without limitation,
iron ore and sinter, coke, coal, limestone and other alloys and fluxes, but
excluding steel scrap and iron scrap (it being understood that steel scrap and
iron scrap shall be included in Inventory not constituting "Raw Materials").

         "RECEIVABLES" means any account or payment intangible (each as defined
in the Uniform Commercial Code as in effect from time to time in the State of
New York) and any other right, title or interest which, in accordance with GAAP,
would be included in receivables on a consolidated balance sheet of the
Borrower.

         "RECEIVABLES FINANCING" means any receivables securitization program or
other type of accounts receivable financing transaction by the Borrower or any
of its Restricted Subsidiaries; provided that substantially all Debt incurred in
connection therewith (other than Debt of a Special Purpose Financing Subsidiary)
arises from a transfer of accounts receivable which is intended by the parties
thereto to be treated as a sale.

         "RECEIVABLES PURCHASE AGREEMENT" means the Amended and Restated
Receivables Purchase Agreement dated as of November 28, 2001 among U.S. Steel
Receivables LLC, as seller, the Borrower, as initial servicer and in its
individual capacity, The Bank of Nova Scotia, as collateral agent, JPMorgan
Chase Bank, as a committed purchaser and a funding agent, and the various other
Persons from time to time party thereto, as amended, supplemented or modified
from time to time (subject to Section 5.13 hereof), entered into in connection
with the Effective Date Receivables Financing.

         "REGISTER" has the meaning specified in Section 9.04(c).

         "REGULATION U" means Regulation U of the Board of Governors of the
Federal Reserve System, as in effect from time to time.

         "RELATED PARTIES" means, with respect to any specified Person, such
Person's Affiliates and the respective directors, officers, employees, agents
and advisors of such Person and its Affiliates.

         "REQUIRED LENDERS" means, at any time, Lenders having aggregate
Exposures and unused Commitments representing more than 50% of the sum of all
Exposures and unused Commitments at such time; provided that, at any time when
there are more than three Lenders party hereto, the "Required Lenders" shall be
comprised of a minimum of three Lenders.

                                      H-30

<PAGE>

         "RESTRICTED DEBT" means Debt of the Borrower or any Restricted
Subsidiary, the payment, prepayment, redemption, purchase or defeasance of which
is restricted under Section 6.08.

         "RESTRICTED PAYMENT" means any dividend or other distribution (whether
in cash, securities or other property) with respect to any Equity Interest in
the Borrower, or any payment (whether in cash, securities or other property) or
incurrence of an obligation by the Borrower or any of its Restricted
Subsidiaries, including any sinking fund or similar deposit, on account of the
purchase, redemption, retirement, acquisition, cancellation or termination of
any Equity Interest in the Borrower (including, for this purpose, any payment in
respect of any Equity Interest under a Synthetic Purchase Agreement).

         "RESTRICTED SUBSIDIARY" means any Subsidiary that is not an
Unrestricted Subsidiary.

         "REVOLVING AVAILABILITY PERIOD" means the period from and including the
Effective Date to but excluding the Maturity Date (or, if earlier, the date on
which all outstanding Commitments terminate).

         "REVOLVING LOAN" means a Loan made pursuant to Section 2.02.

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

         "SARTID" means Sartid a.d. (in bankruptcy), a company organized under
the laws of Serbia, and certain of its subsidiaries and Affiliates.

         "SARTID ACQUISITION SUB" means a Foreign Subsidiary (which may be
designated an Unrestricted Subsidiary in accordance with Section 5.14) that has
been, or will be, newly formed for the purpose of the proposed indirect
acquisition by the Borrower of Sartid and matters incident thereto (including,
without limitation, financing the acquisition and improvement of, and funding
working capital for, Sartid).

         "SEC" means the United States Securities and Exchange Commission.

         "SECURED OBLIGATIONS" has the meaning specified in Section 1 of the
Security Agreement.

         "SECURED PARTIES" has the meaning specified in Section 1 of the
Security Agreement.

         "SECURITY AGREEMENT" means the Security Agreement among the Borrower
and the Collateral Agent, substantially in the form of Exhibit C.

                                      H-31

<PAGE>

         "SECURITY DOCUMENTS" means the Security Agreement, the Intercreditor
Agreement and each other security agreement, instrument or document executed and
delivered pursuant to Section 5.12 to secure any of the Secured Obligations.

         "SEMI-FINISHED GOODS AND SCRAP INVENTORY" means semi-finished goods
produced by the Borrower in the ordinary course of business, including slabs,
blooms, coiled strip, black plate, sheets hot rolled and cold rolled, unfinished
tubes, scrap and pig iron.

         "SENIOR DEBT RATING" means a rating of the Borrower's senior long-term
debt which is not secured or supported by a guarantee, letter of credit or other
form of credit enhancement; provided that if a Senior Debt Rating by a Rating
Agency is required to be at or above a specified level and such Rating Agency
shall have changed its system of classifications after the date hereof, the
requirement will be met if the Senior Debt Rating by such Rating Agency is at or
above the new rating which most closely corresponds to the specified level under
the old rating system; and provided further that the Senior Debt Rating in
effect on any date is that in effect at the close of business on such date.

         "SIGNIFICANT SUBSIDIARY" of any Person means any subsidiary of such
Person, whether now or hereafter owned, formed or acquired which, at the time of
determination is a "significant subsidiary" of such Person, as such term is
defined on the date of this Agreement in Regulation S-X of the SEC (a copy of
which is attached as Exhibit G), except that "5 percent" will be substituted for
"10 percent" in each place where it appears in such definition of "significant
subsidiary"; provided, however, that an Unrestricted Subsidiary of the Borrower
shall not be a "Significant Subsidiary".

         "SPECIAL PURPOSE FINANCING SUBSIDIARY" means a Subsidiary of the
Borrower which is a special-purpose company created and used solely for purposes
of effecting a Receivables Financing.

         "STATUTORY RESERVE ADJUSTMENT" means a fraction (expressed as a
decimal), the numerator of which is the number one and the denominator of which
is the number one minus the aggregate of the maximum reserve percentages
(including any marginal, special, emergency or supplemental reserves) expressed
as a decimal established by the Federal Reserve Board to which the
Administrative Agent is subject with respect to eurocurrency funding (currently
referred to as "Eurocurrency Liabilities" in Regulation D of the Federal Reserve
Board). Such reserve percentages will include those imposed pursuant to such
Regulation D. Eurodollar Loans will be deemed to constitute eurocurrency funding
and to be subject to such reserve requirements without benefit of or credit for
proration, exemptions or offsets that may be available from time to time to any
Lender under such Regulation D or any comparable regulation. The Statutory
Reserve Adjustment will be adjusted automatically on and as of the effective
date of any change in any applicable reserve percentage.

                                      H-32

<PAGE>

         "SUBSIDIARY" means, with respect to any Person (the "PARENT") at any
date, (a) any corporation, limited liability company, partnership or other
entity the accounts of which would be consolidated with those of the parent in
the parent's consolidated financial statements if such financial statements were
prepared in accordance with GAAP as of such date and (b) any other corporation,
limited liability company, partnership or other entity (i) of which securities
or other ownership interests (x) representing more than 50% of the ordinary
voting power or, in the case of a partnership, more than 50% of the general
partnership voting interests or (y) otherwise having ordinary voting power to
elect a majority of the board of directors or other persons performing similar
functions, are, as of such date, owned, controlled or held, or (ii) that is
otherwise Controlled (pursuant to clause (b) of the definition of "Control") as
of such date, by the parent and/or one or more of its subsidiaries.

         "SUBSIDIARY" means any subsidiary of the Borrower.

         "SWINGLINE EXPOSURE" means, at any time, the aggregate outstanding
principal amount of the Swingline Loans at such time. The Swingline Exposure of
any Lender at any time will be its Percentage of the total Swingline Exposure at
such time.

         "SWINGLINE LENDER" means JPMorgan Chase Bank, in its capacity as the
lender of Swingline Loans hereunder.

         "SWINGLINE LOAN" means a Loan made pursuant to Section 2.04.

         "SYNTHETIC PURCHASE AGREEMENT" means any swap, derivative or other
agreement or combination of agreements pursuant to which the Borrower or a
Restricted Subsidiary is or may become obligated to make (i) any payment in
connection with the purchase by any third party, from a Person other than the
Borrower or a Restricted Subsidiary, of any Equity Interest or Restricted Debt
or (ii) any payment (other than on account of a permitted purchase by it of any
Equity Interest or Restricted Debt) the amount of which is determined by
reference to the price or value at any time of any Equity Interest or Restricted
Debt; provided that no phantom stock or similar plan providing for payments only
to current or former directors, officers or employees of the Borrower or its
Restricted Subsidiaries (or their heirs or estates) will be deemed to be a
Synthetic Purchase Agreement.

         "TAXES" means any and all present or future taxes, levies, imposts,
duties, deductions, charges or withholdings imposed by any Governmental
Authority.

         "THIRD-PARTY LOCATION" means any property that is either owned or
leased by (a) a Third-Party Warehouseman, (b) an Outside Processor, or (c) a
Borrower Joint Venture.

                                      H-33

<PAGE>

         "THIRD-PARTY WAREHOUSEMAN" means any Person on whose premises Qualified
Inventory is located, which premises are neither owned nor leased by the
Borrower, any customer of or vendor to the Borrower, or an Outside Processor.

         "TIMBERLANDS CONTRIBUTION" means one or more proposed contributions by
the Borrower to one or more of its employee benefit plans of certain timberlands
and related real property located in Alabama and Tennessee and having an
aggregate value not in excess of $150 million.

         "TOTAL OUTSTANDING AMOUNT" means, at any date, the aggregate Exposures
of all Lenders at such date.

         "TRANSACTION LIENS" means the Liens on Collateral granted by the
Borrower under the Security Documents.

         "TRANSACTIONS" means the Financing Transactions and the National Steel
Acquisition.

         "UNITED STATES" means the United States of America.

         "UNRESTRICTED SUBSIDIARY" means any Subsidiary designated by the
Borrower's board of directors as an Unrestricted Subsidiary pursuant to Section
5.14 subsequent to the date of this Agreement.

         "USS HOLDINGS" means U. S. Steel Holdings, Inc., a Delaware
corporation, and each of its subsidiaries that (i) is organized under the laws
of the State of Delaware and (ii) does not engage in any business or conduct any
activity or own any assets, other than (x) the holding, directly or indirectly,
of investments in Foreign Subsidiaries and the holding companies through which
such investments in Foreign Subsidiaries may be held, and (y) the performance of
ministerial activities incidental thereto.

         "USSK" means U.S. Steel Kosice, s.r.o, a company organized under the
laws of the Slovak Republic.

         "VALUATION RESERVES" means the sum of the following:

         (a)      a favorable variance reserve for variances between
         pre-determined cost and actual costs;

         (b)      a calculated revaluation reserve, as determined by the
         Collateral Agent and the Co-Collateral Agent in their sole discretion;

         (c)      a reserve for costs incurred at headquarters which are
         allocated to Inventory;

                                      H-34

<PAGE>

         (d)      a lower of cost or market reserve which includes all Inventory
         sold for less than pre-determined cost as deemed appropriate by the
         Collateral Agent and the Co-Collateral Agent in their sole discretion;

         (e)      a reserve for iron ore transportation costs, as determined by
         the Collateral Agent and the Co-Collateral Agent in their sole
         discretion; and

         (f)      such other reserves as may be deemed appropriate by the
         Collateral Agent and the Co-Collateral Agent from time to time in their
         sole discretion.

         "WITHDRAWAL LIABILITY" means liability to a Multiemployer Plan as a
result of a complete or partial withdrawal from such Multiemployer Plan, as such
terms are defined in Part I of Subtitle E of Title IV of ERISA.

         Section 1.02. Classification of Loans and Borrowings. For purposes of
this Agreement, Loans and Borrowings may be classified by Interest Type (e.g., a
"Eurodollar Loan" or a "Eurodollar Borrowing").

         Section 1.03. Terms Generally. The definitions of terms herein
(including those incorporated by reference to another document) apply equally to
the singular and plural forms of the terms defined. Whenever the context may
require, any pronoun includes the corresponding masculine, feminine and neuter
forms. The words "INCLUDE", "INCLUDES" and "INCLUDING" shall be deemed to be
followed by the phrase "WITHOUT LIMITATION". The word "WILL" shall be construed
to have the same meaning and effect as the word "SHALL". Unless the context
requires otherwise, (a) any definition of or reference to any agreement,
instrument or other document herein shall be construed as referring to such
agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person's successors and
assigns, (c) the words "HEREIN", "HEREOF" and "HEREUNDER", and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof, (d) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement and (e) the word
"PROPERTY" shall be construed to refer to any and all tangible and intangible
assets and properties, including cash, securities, accounts and contract rights.

         Section 1.04. Accounting Terms; Changes in GAAP. Except as otherwise
expressly provided herein, all terms of an accounting or financial nature shall
be construed in accordance with GAAP as in effect from time to time; provided
that, if the Borrower notifies the Administrative Agent that the Borrower
requests an amendment of any provision hereof to eliminate the effect of any
change occurring after the date hereof in GAAP or in the application thereof (or
if the

                                      H-35

<PAGE>

Administrative Agent notifies the Borrower that the Required Lenders request an
amendment of any provision hereof for such purpose), regardless of whether such
notice is given before or after such change in GAAP or in the application
thereof, then such provision shall be applied on the basis of GAAP as in effect
and applied immediately before such change shall have become effective until
such notice shall have been withdrawn or such provision amended in accordance
herewith.

                                    ARTICLE 2
                                   THE CREDITS

         Section 2.01. Commitments. (a) Subject to the terms and conditions set
forth herein, each Lender agrees to make Revolving Loans to the Borrower from
time to time during the Revolving Availability Period in an aggregate principal
amount that will not at any time result in (A) such Lender's Exposure exceeding
its Commitment or (B) the Total Outstanding Amount exceeding the Maximum
Facility Availability then in effect. Within the foregoing limits and subject to
the terms and conditions set forth herein, the Borrower may borrow, prepay and
reborrow Revolving Loans.

         (b)      The Commitments of the Lenders are several, i.e., the failure
of any Lender to make any Loan required to be made by it shall not relieve any
other Lender of its obligations hereunder, and no Lender shall be responsible
for any other Lender's failure to make Loans as and when required hereunder.

         Section 2.02. Revolving Loans. (a) Each Revolving Loan shall be made
as part of a Borrowing consisting of Loans of the same Interest Type made by the
Lenders ratably in accordance with their respective Commitments, as the Borrower
may request (subject to Section 2.14) in accordance herewith. Each Lender at its
option may make any Eurodollar Loan by causing any domestic or foreign branch or
Affiliate of such Lender to make such Loan. Any exercise of such option shall
not affect the Borrower's obligation to repay such Loan as provided herein.

         (b)      At the beginning of each Interest Period for any Eurodollar
Borrowing, the aggregate amount of such Borrowing shall be an integral multiple
of $1,000,000 and not less than $5,000,000. When each Base Rate Borrowing is
made, the aggregate amount of such Borrowing shall be an integral multiple of
$1,000,000 and not less than $5,000,000; provided that a Base Rate Borrowing may
be in an aggregate amount that (i) is equal to the entire unused balance of the
Commitments or (ii) is required to finance the reimbursement of an LC
Disbursement as contemplated by Section 2.05(e). Borrowings of more than one
Interest Type may be outstanding at the same time; provided that there shall not
at any time be more than a total of seven Eurodollar Borrowings outstanding.

                                      H-36

<PAGE>

         (c)      Notwithstanding any other provision hereof, the Borrower will
not be entitled to request, or to elect to convert or continue, any Eurodollar
Borrowing if the Interest Period requested with respect thereto would end after
the Maturity Date.

         Section 2.03. Requests to Borrow Revolving Loans. To request a
Revolving Borrowing, the Borrower shall notify the Administrative Agent of such
request by telephone (a) in the case of a Eurodollar Borrowing, not later than
11:00 a.m., Prevailing Eastern Time, three Business Days before the date of the
proposed Borrowing or (b) in the case of a Base Rate Borrowing, not later than
noon, Prevailing Eastern Time, on the date of the proposed Borrowing. Each such
telephonic Borrowing Request shall be irrevocable and shall be confirmed
promptly by hand delivery or telecopy to the Administrative Agent of a written
Borrowing Request in a form approved by the Administrative Agent and signed by
the Borrower. Each such telephonic and written Borrowing Request shall specify
the following information in compliance with Section 2.02:

                           (i)      the aggregate amount of such Borrowing;

                           (ii)     the date of such Borrowing, which shall be a
                  Business Day;

                           (iii)    whether such Borrowing is to be a Base Rate
                  Borrowing or a Eurodollar Borrowing;

                           (iv)     in the case of a Eurodollar Borrowing, the
                  initial Interest Period to be applicable thereto, which shall
                  be a period contemplated by the definition of "Interest
                  Period"; and

                           (v)      the location and number of the Borrower's
                  account to which funds are to be disbursed, which shall comply
                  with the requirements of Section 2.06.

         If no election as to the Interest Type of a Borrowing is specified, the
requested Borrowing will be a Base Rate Borrowing. If no Interest Period with
respect to a requested Eurodollar Borrowing is specified, the Borrower will be
deemed to have selected an Interest Period of one month's duration. Promptly
after it receives a Borrowing Request in accordance with this Section, the
Administrative Agent shall advise each Lender as to the details of such
Borrowing Request and the amount of such Lender's Loan to be made pursuant
thereto.

         Section 2.04. Swingline Loans. (a) Subject to the terms and conditions
set forth herein, the Swingline Lender agrees to make Swingline Loans to the
Borrower from time to time during the Revolving Availability Period, in each
case in an amount that (i) is an integral multiple of $100,000 and not less than
$300,000, (ii) will not result in the aggregate outstanding principal amount of
all

                                      H-37

<PAGE>

Swingline Loans exceeding $15,000,000 and (iii) will not result in the Total
Outstanding Amount exceeding the Maximum Facility Availability then in effect;
provided that the Swingline Lender will not be required to make a Swingline Loan
to refinance an outstanding Swingline Loan. Within the foregoing limits and
subject to the terms and conditions set forth herein, the Borrower may borrow,
prepay and reborrow Swingline Loans.

         (b)      To request a Swingline Loan, the Borrower shall notify the
Administrative Agent of such request by telephone (confirmed by telecopy or
e-mail transmission), not later than 3:00 p.m., Prevailing Eastern Time, on the
proposed date of borrowing. Each such notice shall be irrevocable and shall
specify the requested date (which shall be a Business Day) and amount of the
requested Swingline Loan. The Administrative Agent shall promptly advise the
Swingline Lender of any such notice received from the Borrower. The Swingline
Lender shall make each Swingline Loan available to the Borrower by means of a
credit to the Borrower's general deposit account with the Swingline Lender (or,
if such Swingline Loan is made to finance the reimbursement of an LC
Disbursement as provided in Section 2.05(e), by remittance to the LC Issuing
Bank) by 5:00 p.m., Prevailing Eastern Time, on the requested date of such
Swingline Loan. Each Swingline Loan shall bear interest at the rate specified in
Section 2.13(c).

         (c)      The Borrower unconditionally promises to pay to the Swingline
Lender the then unpaid principal amount of each Swingline Loan on the earlier of
the Maturity Date and the fifth Business Day after such Swingline Loan is made;
provided that on each day that a Borrowing of Revolving Loans is made, the
Borrower shall repay all Swingline Loans that were outstanding when such
Borrowing was requested.

         (d)      The Borrower will have the right at any time to prepay any
Swingline Loan in full or in part in an amount that is an integral multiple of
$100,000 and not less than $300,000. The Borrower shall notify the Swingline
Lender and the Administrative Agent, by telephone (confirmed by telecopy or
e-mail transmission), of the date and amount of any such prepayment not later
than noon on the date of prepayment. Each such prepayment shall be made directly
to the Swingline Lender and shall be accompanied by accrued interest on the
amount prepaid.

         (e)      The Swingline Lender may, by written notice given to the
Administrative Agent not later than 3:00 p.m., Prevailing Eastern Time, on any
Business Day, require the Lenders to acquire participations on such Business Day
in all or a portion of the Swingline Loans then outstanding. Such notice shall
specify the aggregate amount of Swingline Loans in which Lenders will
participate. Promptly after it receives such notice, the Administrative Agent
shall notify each Lender as to the details thereof and such Lender's Percentage
of such aggregate amount of Swingline Loans. Each Lender agrees, upon receipt of
such

                                      H-38

<PAGE>

notification, to pay to the Administrative Agent, for the account of the
Swingline Lender, such Lender's Percentage of such aggregate amount of Swingline
Loans. Each Lender's obligation to acquire participations in Swingline Loans
pursuant to this subsection is absolute and unconditional and shall not be
affected by any circumstance whatsoever, including the occurrence and
continuance of a Default or any reduction or termination of the Commitments, and
each payment by a Lender to acquire such participations shall be made without
any offset, abatement, withholding or reduction whatsoever. Each Lender shall
comply with its obligation under this subsection by wire transfer of immediately
available funds, in the same manner as provided in Section 2.06 with respect to
Loans made by such Lender (and Section 2.06(b) shall apply, mutatis mutandis, to
the payment obligations of the Lenders under this subsection), and the
Administrative Agent shall promptly pay to the Swingline Lender the amounts so
received by it from the Lenders. The Administrative Agent shall notify the
Borrower of any participations in Swingline Loans acquired pursuant to this
subsection, and thereafter payments in respect of such Swingline Loans shall be
made to the Administrative Agent and not to the Swingline Lender. Any amounts
received by the Swingline Lender from the Borrower (or any other party on behalf
of the Borrower) in respect of a Swingline Loan after the Swingline Lender
receives the proceeds of a sale of participations therein shall be promptly
remitted to the Administrative Agent, which shall promptly remit any such
amounts received by it to the Lenders that shall have made payments pursuant to
this subsection and to the Swingline Lender, as their interests may appear. The
purchase of participations in Swingline Loans pursuant to this subsection will
not relieve the Borrower of any default in the payment thereof.

         Section 2.05. Letters of Credit. (a) General. Subject to the terms and
conditions set forth herein, the Borrower may request the issuance of Letters of
Credit for its own account, in a form reasonably acceptable to the
Administrative Agent and the LC Issuing Bank, from time to time during the
Revolving Availability Period. If the terms and conditions of any form of letter
of credit application or other agreement submitted by the Borrower to, or
entered into by the Borrower with, the LC Issuing Bank relating to any Letter of
Credit are not consistent with the terms and conditions of this Agreement, the
terms and conditions of this Agreement shall control.

         (b)      Notice of Issuance, Amendment, Renewal or Extension; Certain
Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Borrower shall
hand deliver or telecopy (or transmit by electronic communication, if
arrangements for doing so have been approved by the LC Issuing Bank) to the LC
Issuing Bank and the Administrative Agent (reasonably in advance of the
requested date of issuance, amendment, renewal or extension) a notice requesting
the issuance of a Letter of Credit, or identifying the Letter of Credit to be
amended, renewed or extended, and specifying the requested date of issuance,
amendment, renewal or

                                      H-39

<PAGE>

extension (which shall be a Business Day), the date on which such Letter of
Credit is to expire (which shall comply with Section 2.05(c)), the amount of
such Letter of Credit, the name and address of the beneficiary thereof and such
other information as shall be necessary to prepare, amend, renew or extend such
Letter of Credit. If requested by the LC Issuing Bank, the Borrower also shall
submit a letter of credit application on the LC Issuing Bank's standard form
(with such changes as are agreed by such LC Issuing Bank and the Borrower) in
connection with any request for a Letter of Credit. A Letter of Credit shall be
issued, amended, renewed or extended only if (and upon issuance, amendment,
renewal or extension of each Letter of Credit the Borrower shall be deemed to
represent and warrant that), after giving effect to such issuance, amendment,
renewal or extension, (i) the LC Exposure will not exceed $75,000,000 and (ii)
the Total Outstanding Amount will not exceed the Maximum Facility Availability
then in effect.

         (c)      Expiration Date. Each Letter of Credit shall expire at or
before the close of business on the earlier of (i) the date that is eighteen
months after such Letter of Credit is issued (or, in the case of any renewal or
extension thereof, eighteen months after such renewal or extension) and (ii) the
date that is five Business Days before the Maturity Date.

         (d)      Participations. Effective upon the issuance of a Letter of
Credit (or an amendment to a Letter of Credit increasing the amount thereof) and
without any further action on the part of the LC Issuing Bank or the Lenders,
the LC Issuing Bank grants to each Lender, and each Lender acquires from the LC
Issuing Bank, a participation in such Letter of Credit equal to such Lender's
Percentage of the aggregate amount available to be drawn thereunder. Pursuant to
such participations, each Lender agrees to pay to the Administrative Agent, for
the account of the LC Issuing Bank, such Lender's Percentage of (i) each LC
Disbursement made by the LC Issuing Bank and not reimbursed by the Borrower on
the date due as provided in Section 2.05(e) and (ii) any reimbursement payment
required to be refunded to the Borrower for any reason. Each Lender's obligation
to acquire participations and make payments pursuant to this subsection is
absolute and unconditional and shall not be affected by any circumstance
whatsoever, including any amendment, renewal or extension of any Letter of
Credit or the occurrence and continuance of a Default or any reduction or
termination of the Commitments, and each such payment shall be made without any
offset, abatement, withholding or reduction whatsoever.

         (e)      Reimbursement. If the LC Issuing Bank makes any LC
Disbursement under a Letter of Credit, the Borrower shall reimburse such LC
Disbursement by paying an amount equal to such LC Disbursement to the
Administrative Agent not later than noon, Prevailing Eastern Time, on the day
that such LC Disbursement is made, if the Borrower receives notice of such LC
Disbursement before 10:00 a.m., Prevailing Eastern Time, on such day, or, if
such notice has not been received by the Borrower before such time on such day,
then

                                      H-40

<PAGE>

not later than noon, Prevailing Eastern Time, on (i) the Business Day that the
Borrower receives such notice, if such notice is received before 10:00 a.m.,
Prevailing Eastern Time, on the day of receipt, or (ii) the next Business Day,
if such notice is not received before such time on the day of receipt; provided
that, if such LC Disbursement is at least $250,000, the Borrower may, subject to
the conditions to borrowing set forth herein, request in accordance with Section
2.03 or 2.04 that such payment be made with the proceeds of a Base Rate
Revolving Loan or a Swingline Loan in an equivalent amount and, to the extent so
financed, the Borrower's obligation to make such payment shall be discharged and
replaced by the resulting Base Rate Revolving Loan or Swingline Loan. If the
Borrower fails to make such payment when due, the Administrative Agent shall
notify each Lender of the applicable LC Disbursement, the payment then due from
the Borrower in respect thereof and such Lender's Percentage thereof. Promptly
after it receives such notice, each Lender shall pay to the Administrative Agent
its Percentage of the payment then due from the Borrower, in the same manner as
is provided in Section 2.06 with respect to Loans made by such Lender (and
Section 2.06(b) shall apply, mutatis mutandis, to such payment obligations of
the Lenders), and the Administrative Agent shall promptly pay to the LC Issuing
Bank the amounts so received by it from the Lenders. If a Lender makes a payment
pursuant to this subsection to reimburse the LC Issuing Bank for any LC
Disbursement (other than by funding Base Rate Revolving Loans as contemplated
above), (i) such payment will not constitute a Loan and will not relieve the
Borrower of its obligation to reimburse such LC Disbursement and (ii) such
Lender will be subrogated to its pro rata share of the LC Issuing Bank's claim
against the Borrower for such reimbursement. Promptly after the Administrative
Agent receives any payment from the Borrower pursuant to this subsection, the
Administrative Agent will distribute such payment to the LC Issuing Bank or, if
Lenders have made payments pursuant to this subsection to reimburse the LC
Issuing Bank, then to such Lenders and the LC Issuing Bank as their interests
may appear.

         (f)      Obligations Absolute. The Borrower's obligation to reimburse
LC Disbursements as provided in Section 2.05(e) shall be absolute, unconditional
and irrevocable, and shall be performed strictly in accordance with the terms of
this Agreement under any and all circumstances whatsoever and irrespective of
(i) any lack of validity or enforceability of any Letter of Credit or this
Agreement, or any term or provision therein, (ii) any draft or other document
presented under a Letter of Credit proving to be forged, fraudulent or invalid
in any respect or any statement therein being untrue or inaccurate in any
respect, (iii) payment by the LC Issuing Bank under a Letter of Credit against
presentation of a draft or other document that does not comply with the terms of
such Letter of Credit, or (iv) any other event or circumstance whatsoever,
whether or not similar to any of the foregoing, that might, but for the
provisions of this Section, constitute a legal or equitable discharge of, or
provide a right of setoff against, the Borrower's obligations hereunder. None of
the Administrative Agent, the Lenders, the LC

                                      H-41

<PAGE>

Issuing Bank and their respective Related Parties shall have any liability or
responsibility by reason of or in connection with the issuance or transfer of
any Letter of Credit or any payment or failure to make any payment thereunder
(irrespective of any of the circumstances referred to in the preceding
sentence), or any error, omission, interruption, loss or delay in transmission
or delivery of any draft, notice or other communication under or relating to any
Letter of Credit (including any document required to make a drawing thereunder),
any error in interpretation of technical terms or any consequence arising from
causes beyond the control of the LC Issuing Bank; provided that the foregoing
shall not excuse the LC Issuing Bank from liability to the Borrower to the
extent of any direct damages (as opposed to consequential damages, claims in
respect of which are waived by the Borrower to the extent permitted by
applicable law) suffered by the Borrower that are caused by the LC Issuing
Bank's failure to exercise care when determining whether drafts and other
documents presented under a Letter of Credit comply with the terms thereof. In
the absence of gross negligence or willful misconduct on the part of the LC
Issuing Bank (as finally determined by a court of competent jurisdiction), the
LC Issuing Bank shall be deemed to have exercised care in each such
determination. Without limiting the generality of the foregoing, the parties
agree that, with respect to documents presented which appear on their face to be
in substantial compliance with the terms of a Letter of Credit, the LC Issuing
Bank may, in its sole discretion, either (A) accept and make payment upon such
documents without responsibility for further investigation, regardless of any
notice or information to the contrary, or (B) refuse to accept and make payment
upon such documents if such documents do not strictly comply with the terms of
such Letter of Credit.

         (g)      Disbursement Procedures. The LC Issuing Bank shall, promptly
after its receipt thereof, examine all documents purporting to represent a
demand for payment under a Letter of Credit. The LC Issuing Bank shall promptly
notify the Administrative Agent and the Borrower by telephone (confirmed by
telecopy) of such demand for payment and whether the LC Issuing Bank has made or
will make an LC Disbursement pursuant thereto; provided that any failure to give
or delay in giving such notice will not relieve the Borrower of its obligation
to reimburse the LC Issuing Bank and the Lenders with respect to any such LC
Disbursement.

         (h)      Interim Interest. Unless the Borrower reimburses an LC
Disbursement in full on the day it is made, the unpaid amount thereof shall bear
interest, for each day from and including the day on which such LC Disbursement
is made to but excluding the day on which the Borrower reimburses such LC
Disbursement, at the rate per annum then applicable to Base Rate Revolving
Loans; provided that, if the Borrower fails to reimburse such LC Disbursement
when due pursuant to Section 2.05(e), then Sections 2.13(d) and 2.13(e) shall
apply. Interest accrued pursuant to this subsection shall be for the account of
the LC Issuing Bank, except that a pro rata share of interest accrued on and
after the

                                      H-42

<PAGE>

day that any Lender reimburses the LC Issuing Bank for a portion of
such LC Disbursement pursuant to Section 2.05(e) shall be for the account of
such Lender.

         (i)      Replacement of LC Issuing Bank. The LC Issuing Bank may be
replaced at any time by written agreement among the Borrower, the Administrative
Agent, the replaced LC Issuing Bank and the successor LC Issuing Bank. The
Administrative Agent shall notify the Lenders of any such replacement. At the
time any such replacement becomes effective, the Borrower shall pay all unpaid
fees accrued for the account of the replaced LC Issuing Bank pursuant to Section
2.12(b). On and after the effective date of any such replacement, (i) the
successor LC Issuing Bank will have all the rights and obligations of the LC
Issuing Bank under this Agreement with respect to Letters of Credit to be issued
thereafter and (ii) references herein to the term "LC Issuing Bank" will be
deemed to refer to such successor or to any previous LC Issuing Bank, or to such
successor and all previous LC Issuing Banks, as the context shall require. After
an LC Issuing Bank is replaced, it will remain a party hereto and will continue
to have all the rights and obligations of an LC Issuing Bank under this
Agreement with respect to Letters of Credit issued by it before such
replacement, but will not be required to issue additional Letters of Credit.

         (j)      Cash Collateralization. If an Event of Default shall occur and
be continuing, on the Business Day that the Borrower receives notice from the
Administrative Agent or the Required Lenders (or, if the maturity of the Loans
has been accelerated, Lenders with LC Exposures representing more than 50% of
the total LC Exposure) demanding the deposit of cash collateral pursuant to this
subsection, the Borrower shall deposit in its Cash Collateral Account an amount
in cash equal to 102% of the total LC Exposure as of such date plus any accrued
and unpaid interest thereon; provided that the obligation to deposit such cash
collateral will become effective immediately, and such deposit will become
immediately due and payable, without demand or other notice of any kind, upon
the occurrence of any Event of Default with respect to the Borrower described in
clause (i) or (j) of Article 7. Any amount so deposited (including any earnings
thereon) will be withdrawn from the Borrower's Cash Collateral Account by the
Administrative Agent and applied to pay LC Reimbursement Obligations as they
become due; provided that (i) if at any time all Events of Default have been
cured or waived, such amount, to the extent not theretofore so applied, (and
excluding amounts required to be deposited in the Cash Collateral Account
pursuant to Section 2.10(b) or Section 5.12(b)) will be returned to the Borrower
upon its request and (ii) if at any time the maturity of the Loans has been
accelerated, such amount (to the extent not theretofore so applied or returned)
will be applied to pay the Secured Obligations as provided in Section 7 of the
Security Agreement.

         Section 2.06. Funding of Revolving Loans. Each Lender making a
Revolving Loan hereunder shall wire the principal amount thereof in immediately
available funds, by 1:00 p.m., Prevailing Eastern Time, on the proposed date of
such Loan, to the account of the Administrative Agent most recently designated

                                      H-43

<PAGE>

by it for such purpose by notice to the Lenders. The Administrative Agent shall
make such funds available to the Borrower by promptly crediting the amounts so
received, in like funds, to an account of the Borrower maintained with the
Administrative Agent in New York City and designated by the Borrower in the
applicable Borrowing Request; provided that Base Rate Revolving Loans made to
finance the reimbursement of an LC Disbursement as provided in Section 2.05(e)
will be remitted by the Administrative Agent to the LC Issuing Bank.

         (b)      Unless the Administrative Agent receives notice from a Lender
before the proposed date of any Borrowing that such Lender will not make its
share of such Borrowing available to the Administrative Agent, the
Administrative Agent may assume that such Lender has made such share available
on such date in accordance with Section 2.06(a) and may, in reliance on such
assumption, make a corresponding amount available to the Borrower. In such
event, if a Lender has not in fact made its share of such Borrowing available to
the Administrative Agent, such Lender and the Borrower severally agree to pay to
the Administrative Agent forthwith on demand such corresponding amount with
interest thereon, for each day from and including the day such amount is made
available to the Borrower to but excluding the date of payment to the
Administrative Agent, at (i) in the case of such Lender, the greater of the
Federal Funds Effective Rate and a rate reasonably determined by the
Administrative Agent in accordance with banking industry rules on interbank
compensation or (ii) in the case of the Borrower, the interest rate applicable
to Base Rate Loans. If such Lender pays such amount to the Administrative Agent,
such amount shall constitute such Lender's Loan included in such Borrowing.

         Section 2.07. Interest Elections. (a) Each Borrowing of Revolving
Loans initially shall be of the Interest Type specified in the applicable
Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an
initial Interest Period as specified in such Borrowing Request. Thereafter, the
Borrower may elect to convert such Borrowing to a different Interest Type or, in
the case of a Eurodollar Borrowing, to continue such Borrowing for one or more
additional Interest Periods, all as provided in this Section. The Borrower may
elect different options with respect to different portions of the affected
Borrowing, in which case each such portion shall be allocated ratably among the
Lenders holding the Loans comprising such Borrowing, and the Loans comprising
each such portion shall be considered a separate Borrowing.

         (b)      To make an election pursuant to this Section, the Borrower
shall notify the Administrative Agent thereof by telephone by the time that a
Borrowing Request would be required under Section 2.03 if the Borrower were
requesting that a Borrowing of the Interest Type resulting from such election be
made on the effective date of such election. Each such telephonic Interest
Election shall be irrevocable and shall be confirmed promptly by hand delivery,
telecopy or e-mail transmission to the Administrative Agent of a written
Interest

                                      H-44

<PAGE>

Election in a form approved by the Administrative Agent and signed by the
Borrower.

         (c)      Each telephonic and written Interest Election shall specify
the following information in compliance with Section 2.02 and subsection (e) of
this Section:

                  (i)      the Borrowing to which such Interest Election applies
         and, if different options are being elected with respect to different
         portions thereof, the portions thereof to be allocated to each
         resulting Borrowing (in which case the information to be specified
         pursuant to clauses (iii) and (iv) below shall be specified for each
         resulting Borrowing);

                  (ii)     the effective date of the election made pursuant to
         such Interest Election, which shall be a Business Day;

                  (iii)    whether the resulting Borrowing is to be a Base Rate
         Borrowing or a Eurodollar Borrowing; and

                  (iv)     if the resulting Borrowing is to be a Eurodollar
         Borrowing, the Interest Period to be applicable thereto after giving
         effect to such election, which shall be a period contemplated by the
         definition of "Interest Period".

         If an Interest Election requests a Eurodollar Borrowing but does not
specify an Interest Period, the Borrower will be deemed to have selected an
Interest Period of one month's duration.

         (d)      Promptly after it receives an Interest Election, the
Administrative Agent shall advise each Lender as to the details thereof and such
Lender's portion of each resulting Borrowing.

         (e)      If the Borrower fails to deliver a timely Interest Election
with respect to a Eurodollar Borrowing before the end of an Interest Period
applicable thereto, such Borrowing (unless repaid) will be converted to a Base
Rate Borrowing at the end of such Interest Period. Notwithstanding any contrary
provision hereof, if an Event of Default has occurred and is continuing and the
Administrative Agent, at the request of the Required Lenders, so notifies the
Borrower, then, so long as an Event of Default is continuing, (i) no outstanding
Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii)
each Eurodollar Borrowing (unless repaid) will be converted to a Base Rate
Borrowing at the end of the Interest Period applicable thereto on the date of
such notice.

         Section 2.08. Termination or Reduction of Commitments. (a) Unless
previously terminated, the Commitments will terminate on the Maturity Date.

                                      H-45

<PAGE>

         (b)      The Borrower may at any time terminate, or from time to time
reduce, the Commitments; provided that (i) the amount of each reduction of the
Commitments shall be an integral multiple of $1,000,000 and not less than
$5,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments
if, after giving effect thereto and to any concurrent prepayment of Revolving
Loans pursuant to Section 2.10, the total Exposures would exceed the total
Commitments and (iii) the Borrower shall not reduce the Commitments if, after
giving effect thereto, the outstanding Commitments would be less than
$200,000,000.

         (c)      The Borrower shall notify the Administrative Agent of any
election to terminate or reduce the Commitments under Section 2.08(b), at least
three Business Days before the effective date of such termination or reduction,
specifying such election and the effective date thereof. Promptly after it
receives any such notice, the Administrative Agent shall advise the Lenders of
the contents thereof. Each notice delivered by the Borrower pursuant to this
Section will be irrevocable; provided that any such notice terminating the
Commitments may state that it is conditioned on the effectiveness of other
credit facilities, in which case such notice may be revoked by the Borrower (by
notice to the Administrative Agent on or before the specified effective date) if
such condition is not satisfied. Any termination or reduction of the Commitments
will be permanent and will be made ratably among the Lenders in accordance with
their respective Commitments.

         Section 2.09. Payment at Maturity; Evidence of Debt.(a) The Borrower
unconditionally promises to pay to the Administrative Agent on the Maturity
Date, for the account of each Lender, the then unpaid principal amount of such
Lender's Revolving Loans.

         (b)      Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing the indebtedness of the Borrower to
such Lender resulting from each Loan made by such Lender, including the amounts
of principal and interest payable and paid to such Lender from time to time.

         (c)      The Administrative Agent shall maintain accounts in which it
shall record (i) the amount of each Loan made hereunder, the Interest Type
thereof and each Interest Period (if any) applicable thereto, (ii) the amount of
any principal or interest due and payable or to become due and payable from the
Borrower to each Lender hereunder and (iii) the amount of any sum received by
the Administrative Agent hereunder for the account of the Lenders and each
Lender's share thereof.

         (d)      The entries made in the accounts maintained pursuant to
subsections (b) and (c) of this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that any
failure by any Lender or the Administrative Agent to maintain such accounts or
any error therein

                                      H-46

<PAGE>

shall not affect the Borrower's obligation to repay the Loans in accordance with
the terms of this Agreement.

         (e)      Any Lender may request that Loans made by it be evidenced by a
promissory note. In such event, the Borrower shall prepare, execute and deliver
to such Lender a promissory note payable to the order of such Lender (or, if
requested by such Lender, to such Lender and its registered assigns) and in a
form approved by the Administrative Agent. Thereafter, the Loans evidenced by
such promissory note and interest thereon shall at all times (including after
assignment pursuant to Section 9.04) be represented by one or more promissory
notes in such form payable to the order of the payee named therein (or, if such
promissory note is a registered note, to such payee and its registered assigns).

         Section 2.10. Optional and Mandatory Prepayments.(a) Optional
Prepayments. The Borrower will have the right at any time to prepay any
Borrowing in whole or in part, subject to the provisions of this Section.

         (b)      Mandatory Prepayments. If at any date the Total Outstanding
Amount exceeds the Maximum Facility Availability calculated as of such date,
then not later than the next succeeding Business Day, the Borrower shall be
required to prepay the Loans (or, if no Loans are outstanding, deposit cash in
the Cash Collateral Account to cash collateralize Letter of Credit liabilities)
in an amount equal to such excess until the Total Outstanding Amount, net of the
amount of cash collateral deposited in the Cash Collateral Account, does not
exceed the Maximum Facility Availability.

         (c)      Allocation of Prepayments. Before any optional or mandatory
prepayment of Borrowings hereunder, the Borrower shall select the Borrowing or
Borrowings to be prepaid and shall specify such selection in the notice of such
prepayment pursuant to Section 2.10(f).

         (d)      Partial Prepayments. Each partial prepayment of a Borrowing
shall be in an amount that would be permitted under Section 2.02(b) for a
Borrowing of the same Interest Type, except as needed to apply fully the
required amount of a mandatory prepayment. Each partial prepayment of a
Borrowing shall be applied ratably to the Loans included in such Borrowing.

         (e)      Accrued Interest. Each prepayment of a Borrowing shall be
accompanied by accrued interest to the extent required by Section 2.11 or
Section 2.13.

         (f)      Notice of Prepayments. The Borrower shall notify the
Administrative Agent by telephone (confirmed by telecopy or e-mail transmission)
of any prepayment of any Borrowing hereunder (i) in the case of a Eurodollar
Borrowing, not later than noon, Prevailing Eastern Time, three Business Days
before the date of prepayment and (ii) in the case of a Base Rate

                                      H-47

<PAGE>

Borrowing, not later than noon, Prevailing Eastern Time, on the date of
prepayment. Each such notice shall be irrevocable and shall specify the
prepayment date, the principal amount of each Borrowing or portion thereof to be
prepaid and, in the case of a mandatory prepayment, a reasonably detailed
calculation of the amount of such prepayment; provided that, if a notice of
optional prepayment is given in connection with a conditional notice of
termination of the Commitments as contemplated by Section 2.08(c), then such
notice of prepayment may be revoked if such notice of termination is revoked in
accordance with Section 2.08(c). Promptly after it receives any such notice, the
Administrative Agent shall advise the Lenders of the contents thereof.

         Section 2.11. Change in Control. (a) If a Change in Control of the
Borrower shall occur, the Borrower will, within one Business Day after the
occurrence thereof, give the Administrative Agent notice thereof, and the
Administrative Agent shall promptly notify each Lender thereof. Such notice
shall describe in reasonable detail the facts and circumstances giving rise
thereto and the date of such Change in Control and each Lender may, by notice to
the Borrower and the Administrative Agent (a "TERMINATION NOTICE") given not
later than ten days after the date of such Change of Control, terminate its
Commitment, which shall be terminated, and declare any Loans made by it
(together with accrued interest thereon) and any other amounts payable hereunder
for its account to be, and such Loans and such amounts shall become, due and
payable, in each case on the day following delivery of such Termination Notice
(or if such day is not a Business Day, the next succeeding Business Day),
without presentment, demand, protest or other notice of any kind, all of which
are hereby waived by the Borrower.

         (b)      If the Commitment of any Lender is terminated pursuant to this
Section at a time when any Letter of Credit is outstanding, then (i) such Lender
shall remain responsible to the LC Issuing Bank with respect to such Letter of
Credit to the same extent as if its Commitment had not terminated and (ii) the
Borrower shall pay to such Lender an amount in immediately available funds
(which funds shall be held as collateral pursuant to arrangements satisfactory
to such Lender) equal to such Lender's Percentage of the aggregate amount
available for drawing under all Letters of Credit outstanding at such time.

         (c)      If the Commitment of any Lender is terminated pursuant to this
Section at a time when any Swingline Loan is outstanding, then (i) such Lender
shall remain responsible to the Swingline Lender with respect to such Swingline
Loan to the same extent as if its Commitment had not terminated and (ii) the
Borrower shall pay to such Lender an amount in immediately available funds
(which funds shall be held as collateral pursuant to arrangements satisfactory
to such Lender) equal to such Lender's Percentage of the aggregate outstanding
principal amount of such Swingline Loan at such time.

                                      H-48

<PAGE>

         Section 2.12. Fees. (a) The Borrower shall pay to the Administrative
Agent for the account of each Lender a commitment fee, which shall accrue at the
Applicable Rate on the average daily unused amount of each Commitment of such
Lender during the period from and including the Effective Date to the date on
which such Commitment terminates. Accrued commitment fees will be payable in
arrears on the last day of March, June, September and December of each year and
the day when the Commitments terminate, commencing on the first such day to
occur after the date hereof. All commitment fees will be computed on the basis
of a year of 360 days and will be payable for the actual number of days elapsed
(including the first day but excluding the last day). For purposes of computing
commitment fees, a Lender's Commitment will be deemed to be used to the extent
of its outstanding Revolving Loans and LC Exposure (and its Swingline Exposure
will be disregarded for such purpose).

         (b)      The Borrower shall pay (i) to the Administrative Agent for the
account of each Lender a participation fee with respect to its participations in
Letters of Credit, which shall accrue for each day, at the Applicable Rate that
applies to Eurodollar Revolving Loans, on the amount of such Lender's LC
Exposure (excluding any portion thereof attributable to unreimbursed LC
Disbursements) on such day, during the period from the Effective Date to the
later of the date on which such Lender's Commitment terminates and the date on
which such Lender ceases to have any LC Exposure, and (ii) to the LC Issuing
Bank a fronting fee, which shall accrue at the rate or rates per annum
separately agreed upon by the Borrower and such LC Issuing Bank on the average
daily amount of the LC Exposure (excluding any portion thereof attributable to
unreimbursed LC Disbursements) during the period from the Effective Date to the
later of the date on which the Commitments terminate and the date on which there
ceases to be any LC Exposure, as well as the fees separately agreed upon by the
Borrower and such LC Issuing Bank with respect to issuing, amending, renewing or
extending any Letter of Credit or processing drawings thereunder. Participation
fees and fronting fees accrued through the last day of March, June, September
and December of each year will be payable on the third Business Day following
such last day, commencing on the first such date to occur after the Effective
Date; provided that all such fees accrued to the date on which the Commitments
terminate will be payable on such date, and any such fees accruing after such
date will be payable on demand. Any other fees payable to the LC Issuing Bank
pursuant to this subsection will be payable within 10 days after demand. All
such participation fees and fronting fees will be computed on the basis of a
year of 360 days and will be payable for the actual number of days elapsed
(including the first day but excluding the last day).

         (c)      The Borrower shall pay (i) to the Administrative Agent, for
its own account, fees payable in the amounts and at the times separately agreed
upon by the Borrower and the Administrative Agent and (ii) to each of the
Collateral Agent and the Co-Collateral Agent, for its own account, fees payable
in the

                                      H-49

<PAGE>

amounts and at the times separately agreed upon by the Borrower and the
Collateral Agent and/or the Co-Collateral Agent.

         (d)      All fees payable hereunder shall be paid on the dates due, in
immediately available funds, to the Administrative Agent (or to the LC Issuing
Bank, in the case of fees payable to it, or to the Collateral Agent or the
Co-Collateral Agent, as applicable, in the case of fees payable to it) for
distribution, in the case of commitment fees and participation fees, to the
Lenders entitled thereto. Fees paid shall not be refundable under any
circumstances.

         Section 2.13. Interest. (a) The Loans comprising each Base Rate
Borrowing shall bear interest for each day at the Alternate Base Rate plus the
Applicable Rate.

         (b)      The Loans comprising each Eurodollar Borrowing shall bear
interest for each Interest Period in effect for such Borrowing at the Adjusted
LIBO Rate for such Interest Period plus the Applicable Rate.

         (c)      The Swingline Loans shall bear interest at the rate applicable
to Base Rate Revolving Loans.

         (d)      Notwithstanding the foregoing, if any principal of or interest
on any Loan or any fee or other amount payable by the Borrower hereunder is not
paid when due, whether at stated maturity, upon acceleration or otherwise, such
overdue amount shall bear interest, after as well as before judgment, at a rate
per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the
rate that would, in the absence of an Event of Default, be otherwise applicable
to such Loan as provided in the preceding subsections of this Section or (ii) in
the case of any other amount, 2% plus the rate that would, in the absence of an
Event of Default, be applicable to Base Rate Revolving Loans, as provided in
subsection (a) of this Section.

         (e)      Interest accrued on each Loan shall be payable in arrears on
each Interest Payment Date for such Loan and upon termination of the
Commitments; provided that (i) interest accrued pursuant to Section 2.13(d)
shall be payable on demand, (ii) upon any repayment of any Loan (except a
prepayment of a Base Rate Revolving Loan before the end of the Revolving
Availability Period), interest accrued on the principal amount repaid shall be
payable on the date of such repayment and (iii) upon any conversion of a
Eurodollar Loan before the end of the current Interest Period therefor, interest
accrued on such Loan shall be payable on the effective date of such conversion.

         (f)      All interest hereunder will be computed on the basis of a year
of 360 days, except that interest computed by reference to the Alternate Base
Rate at times when the Alternate Base Rate is based on the Prime Rate will be
computed on the basis of a year of 365 days (or 366 days in a leap year), and in
each case

                                      H-50

<PAGE>

will be payable for the actual number of days elapsed (including the first day
but excluding the last day). Each applicable Alternate Base Rate or Adjusted
LIBO Rate shall be determined by the Administrative Agent, and its determination
thereof will be conclusive absent manifest error.

         Section 2.14. Alternate Rate of Interest. If before the beginning of
any Interest Period for a Eurodollar Borrowing:

                  (i)      deposits in dollars in the applicable amounts are not
         being offered by the Administrative Agent in the London interbank
         market for such Interest Period; or

                  (ii)     Lenders having 50% or more of the aggregate principal
         amount of the Loans to be included in such Borrowing advise the
         Administrative Agent that the Adjusted LIBO Rate for such Interest
         Period will not adequately and fairly reflect the cost to such Lenders
         of making or maintaining such Loans for such Interest Period;

         then the Administrative Agent shall give notice thereof to the Borrower
and the Lenders by telephone or telecopy as promptly as practicable thereafter
and, until the Administrative Agent notifies the Borrower and the Lenders that
the circumstances giving rise to such notice no longer exist, (i) any Interest
Election that requests the conversion of any Borrowing to, or continuation of
any Borrowing as, a Eurodollar Borrowing will be ineffective and (ii) if any
Borrowing Request requests a Eurodollar Borrowing, such Borrowing will be made
as a Base Rate Borrowing.

         Section 2.15. Increased Costs. (a) If any Change in Law shall:

                  (i)      impose, modify or deem applicable any reserve,
         special deposit or similar requirement against assets of, deposits with
         or for the account of, or credit extended by, any Lender (except any
         such reserve requirement reflected in the Adjusted LIBO Rate) or the LC
         Issuing Bank; or

                  (ii)     impose on any Lender or the LC Issuing Bank or the
         London interbank market any other condition affecting this Agreement or
         Eurodollar Loans made by such Lender or any Letter of Credit or
         participation therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan (or of maintaining its
obligation to make Eurodollar Loans) or to increase the cost to such Lender or
the LC Issuing Bank of participating in, issuing or maintaining any Letter of
Credit or to reduce any amount received or receivable by such Lender or the LC
Issuing Bank hereunder (whether of principal, interest or otherwise), then the
Borrower shall

                                      H-51

<PAGE>

pay to such Lender or the LC Issuing Bank, as the case may be, such additional
amount or amounts as will compensate it for such additional cost incurred or
reduction suffered.

         (b)      If any Lender or the LC Issuing Bank determines that any
Change in Law regarding capital requirements has or would have the effect of
reducing the rate of return on such Lender's or the LC Issuing Bank's capital or
on the capital of such Lender's or the LC Issuing Bank's holding company, if
any, as a consequence of this Agreement or the Loans made by, or participations
in Letters of Credit held by, such Lender, or the Letters of Credit issued by
the LC Issuing Bank, to a level below that which such Lender or the LC Issuing
Bank or such Lender's or the LC Issuing Bank's holding company could have
achieved but for such Change in Law (taking into consideration such Lender's or
the LC Issuing Bank's policies and the policies of such Lender's or the LC
Issuing Bank's holding company with respect to capital adequacy), then from time
to time following receipt of the certificate referred to in subsection (c) of
this Section, the Borrower shall pay to such Lender or the LC Issuing Bank, as
the case may be, such additional amount or amounts as will compensate it or its
holding company for any such reduction suffered.

         (c)      A certificate of a Lender or the LC Issuing Bank setting forth
the amount or amounts necessary to compensate it or its holding company, as the
case may be, as specified in subsection (a) or (b) of this Section shall be
delivered to the Borrower and shall be conclusive absent manifest error. Each
such certificate shall contain a representation and warranty on the part of the
Lender to the effect that such Lender has complied with its obligations pursuant
to Section 2.19 hereof in an effort to eliminate or reduce such amount. The
Borrower shall pay such Lender or the LC Issuing Bank, as the case may be, the
amount shown as due on any such certificate within 10 days after receipt
thereof.

         (d)      Failure or delay by any Lender or the LC Issuing Bank to
demand compensation pursuant to this Section will not constitute a waiver of its
right to demand such compensation; provided that the Borrower will not be
required to compensate a Lender or the LC Issuing Bank pursuant to this Section
for any increased cost or reduction incurred more than 180 days before it
notifies the Borrower of the Change in Law giving rise to such increased cost or
reduction and of its intention to claim compensation therefor. However, if the
Change in Law giving rise to such increased cost or reduction is retroactive,
then the 180-day period referred to above will be extended to include the period
of retroactive effect thereof.

         Section 2.16. Break Funding Payments. If (a)any principal of any
Eurodollar Loan is repaid on a day other than the last day of an Interest Period
applicable thereto (including as a result of an Event of Default), (b) any
Eurodollar Loan is converted on a day other than the last day of an Interest
Period applicable thereto, (c) the Borrower fails to borrow, convert, continue
or prepay

                                      H-52

<PAGE>

any Revolving Loan on the date specified in any notice delivered pursuant hereto
(regardless of whether such notice may be revoked under Section 2.10(f) and is
revoked in accordance therewith), or (d) any Eurodollar Loan is assigned on a
day other than the last day of an Interest Period applicable thereto as a result
of a request by the Borrower pursuant to Section 2.19, then the Borrower shall
compensate each Lender for its loss, cost and expense attributable to such
event. In the case of a Eurodollar Loan, such loss, cost and expense to any
Lender shall be deemed to include an amount determined by such Lender to be the
excess, if any, of (i) the amount of interest that would have accrued on the
principal amount of such Loan had such event not occurred, at the Adjusted LIBO
Rate that would have been applicable to such Loan, for the period from the date
of such event to the end of the then current Interest Period therefor (or, in
the case of a failure to borrow, convert or continue, the Interest Period that
would have begun on the date of such failure), over (ii) the amount of interest
that would accrue on such principal amount for such period at the interest rate
which such Lender would bid were it to bid, at the beginning of such period, for
dollar deposits of a comparable amount and period from other banks in the
eurodollar market. A certificate of any Lender setting forth any amount or
amounts that such Lender is entitled to receive pursuant to this Section shall
be delivered to the Borrower and shall be conclusive absent manifest error. The
Borrower shall pay such Lender the amount shown as due on any such certificate
within 10 days after receipt thereof.

         Section 2.17. Taxes. All payments by the Borrower under the Loan
Documents shall be made free and clear of and without deduction for any
Indemnified Taxes or Other Taxes; provided that, if the Borrower shall be
required to deduct any Indemnified Taxes or Other Taxes from such payments, then
(i) the sum payable will be increased as necessary so that, after all required
deductions (including deductions applicable to additional sums payable under
this Section) are made, each relevant Lender Party receives an amount equal to
the sum it would have received had no such deductions been made, (ii) the
Borrower shall make such deductions and (iii) the Borrower shall pay the full
amount deducted to the relevant Governmental Authority in accordance with
applicable law.

         (b)      In addition, the Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

         (c)      The Borrower shall indemnify each Lender Party, within 10 days
after written demand therefor, for the full amount of any Indemnified Taxes or
Other Taxes paid by such Lender Party with respect to any payment by or
obligation of the Borrower under the Loan Documents (including Indemnified Taxes
or Other Taxes imposed or asserted on or attributable to amounts payable under
this Section) and any penalties, interest and reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes or
Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. A certificate as to the amount of any such payment
delivered to the

                                      H-53

<PAGE>

Borrower by a Lender Party on its own behalf, or by the Administrative Agent on
behalf of a Lender Party, shall be conclusive absent manifest error. If the
Borrower has indemnified any Lender Party pursuant to this Section 2.17(c), such
Lender Party shall take such steps as the Borrower shall reasonably request (at
the Borrower's expense) to assist the Borrower in recovering the Indemnified
Taxes or Other Taxes and any penalties or interest attributable thereto;
provided that no Lender Party shall be required to take any action pursuant to
this Section 2.17(c) unless, in the judgment of such Lender Party, such action
(i) would not subject such Lender Party to any unreimbursed cost or expense and
(ii) would not otherwise be disadvantageous to such Lender Party.

         (d)      As soon as practicable after the Borrower pays any Indemnified
Taxes or Other Taxes to a Governmental Authority, the Borrower shall deliver to
the Administrative Agent the original or a certified copy of a receipt issued by
such Governmental Authority evidencing such payment, a copy of the return
reporting such payment or other evidence of such payment reasonably satisfactory
to the Administrative Agent.

         (e)      Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the laws of the United States, or any treaty
to which the United States is a party, with respect to payments under this
Agreement shall deliver to the Borrower (with a copy to the Administrative
Agent), at the time or times prescribed by applicable law, such properly
completed and executed documentation prescribed by applicable law or reasonably
requested by the Borrower as will permit such payments to be made without
withholding or at a reduced rate. If any such Foreign Lender becomes subject to
any Tax because it fails to comply with this subsection as and when prescribed
by applicable law, the Borrower shall take such steps (at such Foreign Lender's
expense) as such Foreign Lender shall reasonably request to assist such Foreign
Lender to recover such Tax.

         Section 2.18. Payments Generally; Pro Rata Treatment; Sharing of
Set-Offs. (a) The Borrower shall make each payment required to be made by it
under the Loan Documents (whether of principal, interest or fees, or
reimbursement of LC Disbursements, or amounts payable under Section 2.15, 2.16
or 2.17(c) or otherwise) before the time expressly required under the relevant
Loan Document for such payment (or, if no such time is expressly required,
before noon, Prevailing Eastern Time), on the date when due, in immediately
available funds, without set-off or counterclaim. Any amount received after such
time on any day may, in the discretion of the Administrative Agent, be deemed to
have been received on the next succeeding Business Day for purposes of
calculating interest thereon. All such payments shall be made to the
Administrative Agent at its offices at 1111 Fannin, 10th Floor, Houston, Texas
77002, except payments to be made directly to the LC Issuing Bank or the
Swingline Lender as expressly provided herein and except that payments pursuant
to Sections 2.15, 2.16, 2.17

                                      H-54

<PAGE>

and 9.03 shall be made directly to the Persons entitled thereto and payments
pursuant to other Loan Documents shall be made to the Persons specified therein.
The Administrative Agent shall distribute any such payment received by it for
the account of any other Person to the appropriate recipient promptly after
receipt thereof. Unless otherwise specified herein, if any payment under any
Loan Document shall be due on a day that is not a Business Day, the date for
payment will be extended to the next succeeding Business Day and, if such
payment accrues interest, interest thereon will be payable for the period of
such extension. All payments under each Loan Document shall be made in dollars.

         (b)      If at any time insufficient funds are received by and
available to the Administrative Agent to pay fully all amounts of principal,
unreimbursed LC Disbursements, interest and fees then due hereunder, such funds
shall be applied (i) first, to pay interest and fees then due hereunder, ratably
among the parties entitled thereto in accordance with the amounts of interest
and fees then due to such parties, and (ii) second, to pay principal and
unreimbursed LC Disbursements then due hereunder, ratably among the parties
entitled thereto in accordance with the amounts of principal and unreimbursed LC
Disbursements then due to such parties.

         (c)      If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Loans or any of its participations in LC Disbursements or
Swingline Loans resulting in such Lender receiving payment of a greater
proportion of the aggregate amount of its Loans and participations in LC
Disbursements and Swingline Loans and accrued interest thereon than the
proportion received by any other Lender, then the Lender receiving such greater
proportion shall purchase (for cash at face value) participations in the Loans
and participations in LC Disbursements and Swingline Loans of other Lenders to
the extent necessary so that the benefit of all such payments shall be shared by
the Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Loans and participations in LC
Disbursements and Swingline Loans; provided that (i) if any such participations
are purchased and all or any portion of the payment giving rise thereto is
recovered, such participations shall be rescinded and the purchase price
restored to the extent of such recovery, without interest, and (ii) the
provisions of this subsection shall not apply to any payment made by the
Borrower pursuant to and in accordance with the express terms of this Agreement
or any payment obtained by a Lender as consideration for the assignment of or
sale of a participation in any of its Loans or participations in LC
Disbursements to any assignee or participant, other than to the Borrower or any
Subsidiary or Affiliate thereof (as to which the provisions of this subsection
shall apply). The Borrower consents to the foregoing and agrees, to the extent
it may effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against the
Borrower rights of set-off and counterclaim with respect to such

                                      H-55

<PAGE>

participation as fully as if such Lender were a direct creditor of the Borrower
in the amount of such participation.

         (d)      Unless, before the date on which any payment is due to the
Administrative Agent for the account of one or more Lender Parties hereunder,
the Administrative Agent receives from the Borrower notice that the Borrower
will not make such payment, the Administrative Agent may assume that the
Borrower has made such payment on such date in accordance herewith and may, in
reliance on such assumption, distribute to each relevant Lender Party the amount
due to it. In such event, if the Borrower has not in fact made such payment,
each Lender Party severally agrees to repay to the Administrative Agent
forthwith on demand the amount so distributed to such Lender Party with interest
thereon, for each day from and including the day such amount is distributed to
it to but excluding the day it repays the Administrative Agent, at the greater
of the Federal Funds Effective Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation.

         (e)      If any Lender fails to make any payment required to be made by
it pursuant to Section 2.04(e), 2.05(d), 2.05(e), 2.06(b), 2.18(d) or 9.03(c),
the Administrative Agent may, in its discretion (notwithstanding any contrary
provision hereof), apply any amounts thereafter received by the Administrative
Agent for the account of such Lender to satisfy such Lender's obligations under
such Sections until all such unsatisfied obligations are fully paid.

         Section 2.19. Lender's Obligation to Mitigate; Replacement of Lenders.
(a) If any Lender requests compensation under Section 2.15, or if the Borrower
is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.17, then such
Lender shall use all commercially reasonable efforts to mitigate or eliminate
the amount of such compensation or additional amount, including without
limitation, by designating a different lending office for funding or booking its
Loans hereunder or by assigning its rights and obligations hereunder to another
of its offices, branches or affiliates; provided that no Lender shall be
required to take any action pursuant to this Section 2.19(a) unless, in the
judgment of such Lender, such designation or assignment or other action (i)
would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as
the case may be, in the future, (ii) would not subject such Lender to any
unreimbursed cost or expense and (iii) would not otherwise be disadvantageous to
such Lender. The Borrower shall pay all reasonable costs and expenses incurred
by any Lender in connection with any such designation or assignment.

         (b)      If any Lender requests compensation under Section 2.15, or if
the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.17,
or if any Lender defaults in its obligation to fund Loans hereunder, then the
Borrower may, at its sole expense and effort, upon notice to such Lender and the

                                      H-56

<PAGE>

Administrative Agent, require such Lender to assign, without recourse (in
accordance with and subject to the restrictions contained in Section 9.04), all
its interests, rights and obligations under this Agreement to an assignee that
shall assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment); provided that (i) the Borrower shall have received the
prior written consent of the Administrative Agent (and, if a Commitment is being
assigned, the LC Issuing Bank and the Swingline Lender), which consents shall
not unreasonably be withheld, (ii) such Lender shall have received payment of an
amount equal to the outstanding principal of its Loans and participations in LC
Disbursements and Swingline Loans, accrued interest thereon, accrued fees and
all other amounts payable to it hereunder, from the assignee (to the extent of
such outstanding principal and accrued interest and fees) or the Borrower (in
the case of all other amounts) and (iii) in the case of any such assignment
resulting from a claim for compensation under Section 2.15 or payments required
to be made pursuant to Section 2.17, such assignment will result in a material
reduction in such compensation or payments. A Lender shall not be required to
make any such assignment if, prior thereto, as a result of a waiver by such
Lender or otherwise, the circumstances entitling the Borrower to require such
assignment cease to apply.

         Section 2.20. Optional Increase in Commitments. At any time, if no
Default shall have occurred and be continuing (or would result after giving
effect thereto), the Borrower, may, if it so elects, increase the aggregate
amount of the Commitments (each such increase to be in an aggregate amount that
is an integral multiple of $1,000,000 and not less than $5,000,000), either by
designating a financial institution not theretofore a Lender to become a Lender
(such designation to be effective only with the prior written consent of the
Administrative Agent and each LC Issuing Bank, which consent will not be
unreasonably withheld or delayed, and only if such financial institution accepts
a Commitment in an aggregate amount that is an integral multiple of $1,000,000
and not less than $5,000,000), or by agreeing with an existing Lender that such
Lender's Commitment shall be increased. Upon execution and delivery by the
Borrower and such Lender or other financial institution of an instrument (a
"COMMITMENT ACCEPTANCE") in form reasonably satisfactory to the Administrative
Agent, such existing Lender shall have a Commitment as therein set forth or such
other financial institution shall become a Lender with a Commitment as therein
set forth and all the rights and obligations of a Lender with such a Commitment
hereunder; provided:

         (a)      that the Borrower shall provide prompt notice of such increase
to the Administrative Agent, who shall promptly notify the Lenders;

         (b)      that the Borrower shall have delivered to the Administrative
Agent a copy of the Commitment Acceptance;

                                      H-57

<PAGE>

         (c)      that the amount of such increase, together with all other
increases in the aggregate amount of the Commitments pursuant to this Section
2.20 since the date of this Agreement, does not exceed $100,000,000;

         (d)      that, before and after giving effect to such increase, the
representations and warranties of the Borrower contained in Article 3 of this
Agreement shall be true and correct; and

         (e)      that the Administrative Agent shall have received such
evidence (including an opinion of Borrower's counsel) as it may reasonably
request to confirm the Borrower's due authorization of the transactions
contemplated by this Section 2.20 and the validity and enforceability of the
obligations of the Borrower resulting therefrom.

         On the date of any such increase, the Borrower shall be deemed to have
represented to the Administrative Agent and the Lenders that the conditions set
forth in clauses (a) through (e) above have been satisfied.

         Upon any increase in the aggregate amount of the Commitments pursuant
to this Section 2.20:

                  (x) within five Domestic Business Days, in the case of any
         Base Rate Borrowings then outstanding, and at the end of the then
         current Interest Period with respect thereto, in the case of any
         Eurodollar Borrowings then outstanding, the Borrower shall prepay such
         Borrowing in its entirety and, to the extent the Borrower elects to do
         so and subject to the conditions specified in Article 4, the Borrower
         shall reborrow Loans from the Lenders in proportion to their respective
         Commitments after giving effect to such increase, until such time as
         all outstanding Loans are held by the Lenders in such proportion; and

                  (y) each existing Lender whose Commitment has not increased
         pursuant to this Section 2.20 (each, a "NON-INCREASING LENDER") shall
         be deemed, without further action by any party hereto, to have sold to
         each Lender whose Commitment has been assumed or increased under this
         Section 2.20 (each, an "INCREASED COMMITMENT LENDER"), and each
         Increased Commitment Lender shall be deemed, without further action by
         any party hereto, to have purchased from each Non-Increasing Lender, a
         participation (on the terms specified in 2.05(d) and Section 2.04(e)
         respectively) in each outstanding Letter of Credit and each Swingline
         Loan in which such Non-Increasing Lender has acquired a participation
         in an amount equal to such Increased Commitment Lender's Percentage
         thereof, until such time as all LC Exposures and Swingline Exposures
         are held by the Lenders in proportion to their respective Commitments
         after giving effect to such increase.

                                      H-58

<PAGE>

                                   ARTICLE 3
                         REPRESENTATIONS AND WARRANTIES

         The Borrower represents and warrants to the Lender Parties that:

         Section 3.01. Organization; Powers. The Borrower and each of its
Restricted Subsidiaries is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization, has all requisite power
and authority to carry on its business as now conducted and, except where
failures to do so, in the aggregate, could not reasonably be expected to result
in a Material Adverse Effect, is qualified to do business in, and is in good
standing in, every jurisdiction where such qualification is required.

         Section 3.02. Authorization; Enforceability. The Transactions to be
entered into by the Borrower are within its corporate, limited liability company
or similar company powers and have been duly authorized by all necessary
corporate, limited liability company (or similar) action and, if required,
stockholder or equity holder action. This Agreement has been duly executed and
delivered by the Borrower and constitutes, and each other Loan Document to which
the Borrower is to be a party, when executed and delivered by the Borrower, will
constitute, a legal, valid and binding obligation of the Borrower, as the case
may be, in each case enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium and other laws
affecting creditors' rights generally and subject to general principles of
equity, regardless of whether considered in a proceeding in equity or at law.

         Section 3.03. Governmental Approvals; No Conflicts. The Transactions
(a) do not require any consent or approval of, registration or filing with, or
other action by, any Governmental Authority, except (i) such as have been
obtained or made and are in full force and effect and (ii) filings necessary to
perfect the Transaction Liens, (b) will not violate any applicable law or
regulation or the charter, by-laws, limited liability company agreement or other
organizational documents of the Borrower or any order of any Governmental
Authority, (c) will not violate or result in a default under any indenture,
agreement or other instrument binding upon the Borrower or any of its
properties, or give rise to a right thereunder to require the Borrower to make
any payment, and (d) will not result in the creation or imposition of any Lien
(other than the Transaction Liens) on any property of the Borrower.

         Section 3.04. Financial Statements; No Material Adverse Change. (a) The
Borrower has heretofore furnished to the Lenders (i) the Borrower's 2002 Form
10-K containing the audited consolidated balance sheet of the Borrower and its
Subsidiaries as of December 31, 2002 and the related consolidated statements of
income and cash flows for the Fiscal Year then ended, reported on by
PricewaterhouseCoopers LLP, independent public accountants, and (ii) the
Borrower's Latest Form 10-Q containing the unaudited consolidated balance

                                      H-59

<PAGE>

sheet of the Borrower and its Subsidiaries as of March 31, 2003 and the related
consolidated statements of income and cash flows for the Fiscal Quarter then
ended and for the portion of the Fiscal Year then ended, all certified by the
Borrower's chief financial officer. Such financial statements present fairly, in
all material respects, the consolidated financial position of the Borrower and
its Subsidiaries as of such dates and its consolidated results of operations and
cash flows for such periods in accordance with GAAP, subject to normal year-end
adjustments and the absence of footnotes in the case of the statements referred
to in clause (ii) above.

         (b)      The Borrower has heretofore furnished to the Lenders the
Approved Financing Model containing the pro forma consolidated balance sheet of
the Borrower as of March 31, 2003, prepared giving effect to the Transactions as
if the Transactions had occurred on such date. Such pro forma consolidated
balance sheet (i) has been prepared in good faith (based on assumptions believed
by the Borrower to be reasonable), (ii) is based on the best information
available to the Borrower after due inquiry, (iii) accurately reflects all
adjustments necessary to give effect to the Transactions and (iv) presents
fairly, in all material respects, the pro forma consolidated financial position
of the Borrower and its Subsidiaries as of March 31, 2003 as if the Transactions
had occurred on such date.

         (c)      Since December 31, 2002, there has been no material adverse
change in the business, operations, properties, assets, financial condition,
contingent liabilities or material agreements of the Borrower and its
Subsidiaries, taken as a whole, except as disclosed prior to the Effective Date
in the Borrower's 2002 Form 10-K, the Borrower's Latest Form 10-Q or the
Borrower's Latest Proxy Statement.

         Section 3.05. Security Documents. The Security Documents create valid
security interests in the Collateral purported to be covered thereby, which
security interests are and will remain perfected security interests, prior to
all other Liens, other than Liens permitted under. Each of the representations
and warranties made by the Borrower in the Security Documents to which it is a
party is true and correct in all material respects.

         Section 3.06. Borrower's Subsidiaries. As of the Effective Date, the
Borrower has no Subsidiaries other than those set forth on Schedule 3.06. Each
Subsidiary identified on Schedule 3.06 is a Restricted Subsidiary as of the
Effective Date.

         Section 3.07. Litigation and Environmental Matters. (a) Except as set
forth in (i) the Borrower's 2002 Form 10-K, (ii) the Borrower's Latest Form 10-Q
or (iii) the Borrower's Latest Proxy Statement, as filed with the SEC pursuant
to the Exchange Act, there is no action, suit, arbitration proceeding or other
proceeding, inquiry or investigation, at law or in equity, before or by any
arbitrator or Governmental Authority pending against the Borrower or of which

                                      H-60

<PAGE>

the Borrower has otherwise received official notice or which, to the knowledge
of the Borrower, is threatened against the Borrower (i) as to which there is a
reasonable possibility of an unfavorable decision, ruling or finding which would
reasonably be expected to result in a Material Adverse Effect or (ii) that
involves any of the Loan Documents or the Financing Transactions.

         (b)      Except as set forth in the Borrower's 2002 Form 10-K, the
Borrower's Latest Form 10-Q or the Borrower's Latest Proxy Statement, the
Borrower does not presently anticipate that remediation costs and penalties
associated with any Environmental Law, to the extent not previously provided
for, will have a Material Adverse Effect.

         Section 3.08. Compliance with Laws and Agreements; Foreign Asset
Control Regulations. (a) The Borrower is in compliance with all laws,
regulations and orders of any Governmental Authority applicable to it or its
property (including (i) all Environmental Laws, (ii) ERISA, (iii) applicable
laws, regulations and orders dealing with intellectual property, and (iv) the
Fair Labor Standards Act and other applicable law dealing with such matters) and
all indentures, agreements and other instruments binding on it or its property,
except where failures to do so, in the aggregate, would not reasonably be
expected to result in a Material Adverse Effect. No Default has occurred and is
continuing.

         (b)      The Borrower is and will remain in full compliance with all
laws and regulations applicable to it ensuring that no person who owns a
controlling interest in or otherwise controls the Borrower is or shall be (A)
listed on the Specially Designated Nationals and Blocked Person List maintained
by the Office of Foreign Assets Control ("OFAC" ), Department of the Treasury,
and/or any other similar lists maintained by OFAC pursuant to any authorizing
statute, Executive Order or regulation or (B) a person designated under Section
1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related
enabling legislation or any other similar Executive Orders.

         Section 3.09. Investment and Holding Company Status. The Borrower is
not (a) an "investment company" or a company "controlled" by an "investment
company" within the meaning of the Investment Company Act of 1940, as amended or
(b) a "holding company" or "subsidiary company" of a "holding company", or an
"affiliate" of a "holding company" or of a "subsidiary company" of a "holding
company", within the meaning of the Public Utility Holding Company Act of 1935,
as amended.

         Section 3.10. ERISA. No ERISA Event has occurred or is reasonably
expected to occur that, when taken together with all other ERISA Events for
which liability is reasonably expected to occur, would reasonably be expected to
result in a Material Adverse Effect.

                                      H-61

<PAGE>

         Section 3.11. Regulation U. Neither the Borrower nor any of its
Subsidiaries is engaged principally, or as one of its important activities, in
the business of extending credit for the purpose of purchasing or carrying
margin stock (within the meaning of Regulation U).

         Section 3.12. Disclosure. The Borrower has disclosed to the Lenders
all agreements, instruments and corporate or other restrictions to which it is
subject, and all other matters known to it, that, individually or in the
aggregate, would reasonably be expected to result in a Material Adverse Effect.
The Approved Financing Model and all of the other reports, financial statements,
certificates and other written information (other than projected financial
information) that have been made available by or on behalf of the Borrower to
the Arrangers, any Agent or any Lender in connection with the negotiation of
this Agreement or any other Loan Document or delivered hereunder or thereunder,
are complete and correct in all material respects and do not contain any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements contained therein not materially misleading in light of
the circumstances under which such statements are made; provided that, with
respect to projected financial information, the Borrower represents only that
such information was prepared in good faith based on assumptions believed to be
reasonable at the time.

         Section 3.13. Senior Debt. The Secured Obligations constitute "Secured
Indebtedness" and "Senior Indebtedness" under and as defined in the Existing
Senior Unsecured Debt Documents.

         Section 3.14. Processing of Receivables. In the ordinary course of its
business, the Borrower processes its accounts receivable in a manner such that
(i) each payment received by the Borrower in respect of accounts receivables is
allocated to a specifically identified invoice or invoices, which invoice or
invoices corresponds to a particular account receivable owing to the Borrower
and (ii) if, at any time, less than 100% of the accounts receivables to the
Borrower are included in a Receivables Financing, payments received in respect
of those accounts receivable included in a Receivables Financing would be
identifiable and separable from payments received in respect of accounts
receivable not so included in a Receivables Financing.

         Section 3.15. Existing Senior Unsecured Debt Documents; New Senior
Unsecured Debt Documents. The Borrower has heretofore furnished to the Lenders
true and correct copies of all Existing Senior Unsecured Debt Documents and all
New Unsecured Debt Documents.

         Section 3.16. National Steel Asset Purchase Agreement. The Borrower
has heretofore furnished to the Lenders true and correct copies of the National
Steel Asset Purchase Agreement, together with all exhibits, schedules,
amendments and modifications thereto.

                                      H-62

<PAGE>

         Section 3.17. Solvency. Immediately after the Transactions to occur on
the Effective Date are consummated and after giving effect to the application of
the proceeds of each Loan made on the Effective Date and after giving effect to
the application of the proceeds of each Loan made on any other date, (a) the
fair value of the assets of the Borrower, at a fair valuation, will exceed its
debts and liabilities, subordinated, contingent or otherwise; (b) the Borrower
will be able to pay its debts and liabilities, subordinated, contingent or
otherwise, as such debts and liabilities become absolute and matured; and (c)
the Borrower will not have unreasonably small capital with which to conduct the
business in which it is engaged as such business is now conducted and proposed
to be conducted after the Effective Date.

                                   ARTICLE 4
                                   CONDITIONS

         Section 4.01. Effective Date. The obligations of the Lenders to make
Loans and of the LC Issuing Bank to issue Letters of Credit hereunder shall not
become effective until the date on which each of the following conditions is
satisfied (or waived in accordance with Section 9.02):

         (a)      The Administrative Agent (or its counsel) shall have received
counterparts hereof signed by the Borrower and each of the Lenders listed on the
signature pages hereof (or, in the case of any party as to which an executed
counterpart shall not have been received, receipt by the Administrative Agent in
form satisfactory to it of telex, facsimile or other written confirmation from
such party that it has executed a counterpart hereof).

         (b)      The Administrative Agent shall have received favorable written
opinions (in each case, addressed to the Administrative Agent and the Lenders
and dated the Effective Date) of Berry & Associates, special counsel for the
Borrower, and the General Counsel or an Assistant General Counsel of the
Borrower, (i) which opinions are substantially in the form of Exhibit B-1 and
Exhibit B-2, respectively, and (ii) covering such other matters relating to the
Borrower, the Loan Documents or the Transactions as the Required Lenders shall
reasonably request. The Borrower requests such counsel to deliver such opinion.

         (c)      Each of the Administrative Agent, the Collateral Agent and the
Co-Collateral Agent shall have received such documents and certificates as the
Administrative Agent, the Collateral Agent, the Co-Collateral Agent or their
respective counsel may reasonably request relating to the organization,
existence and good standing of the Borrower, the authorization for and validity
of the Transactions and any other legal matters relating to the Borrower, the
Loan Documents or the Transactions, all in form and substance satisfactory to
the Administrative Agent, the Collateral Agent, the Co-Collateral Agent and
their respective counsel.

                                      H-63

<PAGE>

         (d)      Each of the Administrative Agent, the Collateral Agent and the
Co-Collateral Agent shall have received a certificate, dated the Effective Date
and signed by the President, a Vice President or a Financial Officer of the
Borrower, confirming compliance with the conditions set forth in clause (b), (c)
and (d) of Section 4.02.

         (e)      The fact that the Required Lenders shall not have notified the
Administrative Agent of their determination that, since December 31, 2002, any
event, development or circumstance has occurred that has had or would reasonably
be expected to have a Material Adverse Effect, other than those events,
developments and circumstances that have been disclosed (i) to the
Administrative Agent, the Collateral Agent and the Co-Collateral Agent in
writing or (ii) in the Borrower's 2002 Form 10-K, the Borrower's Latest Form
10-Q or the Borrower's Latest Proxy Statement.

         (f)      The fact that none of the Arrangers, the Administrative Agent,
the Collateral Agent or the Co-Collateral Agent shall have become aware of any
information or other matter affecting the Borrower or the Transactions which was
in existence prior to the date of this Agreement and is inconsistent in a
material and adverse manner with any such information or other matter disclosed
to them prior to the date of this Agreement.

         (g)      The Borrower shall have paid all fees and other amounts due
and payable to the Lender Parties on or before the Effective Date, including, to
the extent invoiced, all out-of-pocket expenses (including fees, charges and
disbursements of counsel) required to be reimbursed or paid by the Borrower
under the Loan Documents.

         (h)      The Collateral Requirement shall have been satisfied and the
Administrative Agent shall have received a completed Perfection Certificate
dated the Effective Date and signed by a Financial Officer or other executive
officer of the Borrower, together with all attachments contemplated thereby,
including the results of a search of the Uniform Commercial Code (or equivalent)
filings made with respect to the Borrower in the jurisdictions contemplated by
the Perfection Certificate and copies of the financing statements (or similar
documents) disclosed by such search and evidence reasonably satisfactory to the
Administrative Agent, the Collateral Agent and the Co-Collateral Agent that the
Liens indicated by such financing statements (or similar documents) are
permitted by Section 6.02 or have been released.

         (i)      The Administrative Agent, the Collateral Agent and the
Co-Collateral Agent shall have received evidence reasonably satisfactory to them
that all insurance required by Section 5.07 is in effect.

         (j)      All consents and approvals required to be obtained from any
Governmental Authority or other Person in connection with the Transactions shall

                                      H-64

<PAGE>

have been obtained and be in full force and effect, except where failure to
obtain such approval or consent would not have a Material Adverse Effect.

         (k)      The Administrative Agent, the Collateral Agent and the
Co-Collateral Agent (i) shall have received the Approved Financing Model and
(ii) shall be satisfied in their sole discretion that, after giving effect to
the National Steel Acquisition and the application of any proceeds of the Loans
and Letters of Credit in connection therewith, (A) the Borrower shall have
adhered to the Approved Financing Model (including the projections, sources and
uses, and projected synergies set forth therein) and (B) the sum of (w) Facility
Availability plus (x) the aggregate amount of current availability under other
revolving credit facilities of the Borrower and its Restricted Subsidiaries plus
(y) the aggregate amount of current availability under Receivables Financings of
the Borrower and its Restricted Subsidiaries permitted under this Agreement plus
(z) the aggregate amount of the Borrower's unrestricted cash on hand, shall not
be less than $300,000,000 (of which not less than $250,000,000 shall be
attributable to unrestricted cash on hand and/or availability under such
revolving credit facilities and permitted Receivables Financings of the Borrower
and its Domestic Subsidiaries).

         (l)      The Administrative Agent, the Collateral Agent and the
Co-Collateral Agent shall have received a completed Borrowing Base Certificate
signed by a Financial Officer (it being understood that the Borrowing Base
Certificate delivered pursuant to this clause (l) in respect of the National
Steel Assets may be prepared on an estimated, pro forma basis);

         (m)      The Administrative Agent, the Collateral Agent and the
Co-Collateral Agent, shall have received, and be satisfied in all respects with,
(i) a report of the inventory appraisal and evaluation performed by Hilco
Appraisal Services, LLC with respect to the National Steel Assets and (ii) a
reliance letter from Hilco Appraisal Services, LLC, expressly authorizing the
Administrative Agent, the Collateral Agent and the Co-Collateral Agent to rely
on the report described in the foregoing clause (i) as if it had been addressed
to each of them.

         (n)      The Administrative Agent shall have received evidence
satisfactory to it that the National Steel Acquisition shall be consummated
simultaneously with the occurrence of the Effective Date.

         (o)      Promptly after the Effective Date occurs, the Administrative
Agent shall notify the Borrower and the Lenders thereof, and such notice shall
be conclusive and binding. Notwithstanding the foregoing, the obligations of the
Lenders to make Loans and of the LC Issuing Bank to issue Letters of Credit
shall not become effective unless each of the foregoing conditions is satisfied
(or waived pursuant to Section 9.02) before 5:00 p.m., Prevailing Eastern Time,
on June 15, 2003 (and, if any such condition is not so satisfied or waived, the
Commitments shall terminate at such time).

                                      H-65
<PAGE>

         Section 4.02. Conditions to Initial Utilization and Each Subsequent
Utilization. The obligation of each Lender to make a Loan on the occasion of any
Borrowing (including the initial Borrowing), the obligation of the Swingline
Lender to make any Swingline Loan (including the initial Swingline Loan, if such
initial Swingline Loan is made prior to the occasion of the initial Borrowing
and the issuance of the initial Letter of Credit) and the obligation of the LC
Issuing Bank to issue, amend, renew or extend any Letter of Credit (including
the initial Letter of Credit, if such initial Letter of Credit is issued prior
to the occasion of the initial Borrowing and the making of the initial Swingline
Loan), are each subject to receipt of the Borrower's request therefor in
accordance herewith and to the satisfaction of the following conditions:

         (a)      The Effective Date shall have occurred.

         (b)      Immediately after giving effect to such Borrowing or Swingline
Loan or the issuance, amendment, renewal or extension of such Letter of Credit,
as applicable, no Default shall have occurred and be continuing.

         (c)      The representations and warranties of the Borrower set forth
in the Loan Documents shall be true on and as of the date of such Borrowing or
Swingline Loan or the date of issuance, amendment, renewal or extension of such
Letter of Credit, as applicable.

         (d)      Immediately before and after such Borrowing or Swingline Loan
is made, or such Letter of Credit is issued, amended, renewed or extended, as
applicable, the Total Outstanding Amount will not exceed the Maximum Facility
Availability.

         Each Borrowing, each Swingline Loan and each issuance, amendment,
renewal or extension of a Letter of Credit shall be deemed to constitute a
representation and warranty by the Borrower on the date thereof as to the
matters specified in clauses (b), (c) and (d) of this Section.

                                   ARTICLE 5
                              AFFIRMATIVE COVENANTS

         Until all the Commitments have expired or terminated and the principal
of and interest on each Loan and all fees payable hereunder have been paid in
full and all Letters of Credit have expired or been cancelled and all LC
Disbursements have been reimbursed, the Borrower covenants and agrees with the
Lenders that:

         Section 5.01. Financial Statements and Other Information. (a) The
Borrower will furnish to the Administrative Agent (for delivery to each Lender):

                                      H-66
<PAGE>

                  (i)      as soon as available and in any event within 90 days
         after the end of each Fiscal Year, its audited consolidated balance
         sheet as of the end of such Fiscal Year and the related statements of
         income and cash flows for such Fiscal Year, setting forth in each case
         in comparative form the figures for the previous Fiscal Year, all
         reported on by PricewaterhouseCoopers LLC or other independent public
         accountants of recognized national standing (without a "going concern"
         or like qualification or exception and without any qualification or
         exception as to the scope of such audit) as presenting fairly in all
         material respects the financial position, results of operations and
         cash flows of the Borrower and its consolidated Subsidiaries on a
         consolidated basis in accordance with GAAP;

                  (ii)     as soon as available and in any event within 45 days
         after the end of each of the first three Fiscal Quarters of each Fiscal
         Year, its consolidated balance sheet as of the end of such Fiscal
         Quarter and the related statements of income and cash flows for such
         Fiscal Quarter and for the then elapsed portion of such Fiscal Year,
         setting forth in each case in comparative form the figures for the
         corresponding period or periods of (or, in the case of the balance
         sheet, as of the end of) the previous Fiscal Year, all certified by a
         Financial Officer as (x) reflecting all adjustments (which adjustments
         are normal and recurring unless otherwise disclosed) necessary for a
         fair presentation of the results for the period covered and (y) having
         been prepared in accordance with the applicable rules of the SEC;

                  (iii)    as soon as available and in any event within 30 days
         after the end of each fiscal month (x) its shipment and average selling
         price data for such month and for the then elapsed portion of the
         Fiscal Year and (y) the additional monthly financial information
         described in (and substantially in the form of) Schedule 5.01,
         certified as to accuracy by a Financial Officer;

                  (iv)     concurrently with each delivery of financial
         statements under clause (i) or (ii) above, a certificate of a Financial
         Officer (x) certifying as to whether a Default has occurred and is
         continuing and, if a Default has occurred and is continuing, specifying
         the details thereof and any action taken or proposed to be taken with
         respect thereto, (y) setting forth reasonably detailed calculations
         demonstrating compliance with Section 6.12 and Section 6.13 (if
         applicable) (including, without limitation, detail satisfactory to the
         Administrative Agent, the Collateral Agent and the Co-Collateral Agent
         supporting the classification of Capital Expenditures as maintenance or
         discretionary) and (z) identifying any change(s) in GAAP or in the
         application thereof that have become effective since the date of, and
         have had an effect on, the Borrower's most recent audited financial
         statements referred to in Section 3.04 or delivered

                                      H-67

<PAGE>

         pursuant to this Section (and, if any such change has become effective,
         specifying the effect of such change on the financial statements
         accompanying such certificate);

                  (v)      concurrently with each delivery of financial
         statements under clause (i) above, (x) a certificate of the accounting
         firm that reported on such financial statements stating whether during
         the course of their examination of such financial statements they
         obtained knowledge of any Default (which certificate may be limited to
         the extent required by accounting rules or guidelines) and (y) a
         certificate of a Financial Officer identifying any Subsidiary that has
         been formed or acquired during the Fiscal Year covered by such
         financial statements (except to the extent already disclosed in the
         Borrower's annual report on form 10-K for such Fiscal Year);

                  (vi)     no later than 45 days after the beginning of each
         Fiscal Year, a detailed consolidated budget for such Fiscal Year (which
         budget shall (A) include a projected consolidated balance sheet and
         related statements of projected operations and cash flows as of the end
         of and for such Fiscal Year, a projected Borrowing Base as of the last
         day of each Fiscal Quarter in such Fiscal Year, and projected levels of
         Facility Availability as of the last day of each Fiscal Quarter in such
         Fiscal Year, and (B) set forth the assumptions used in preparing such
         budget) and, promptly when available, any significant revisions of such
         budget;

                  (vii)    promptly after the same become publicly available,
         copies of all periodic and other material reports and proxy statements
         filed by the Borrower or any Restricted Subsidiary with the SEC, or any
         Governmental Authority succeeding to any or all of the functions of the
         SEC;

                  (viii)   concurrently with each delivery of financial
         statements under clause (i) or (ii) above, the related consolidating
         financial statements reflecting the adjustments necessary to eliminate
         the accounts of Unrestricted Subsidiaries (if any) from such
         consolidated financial statements;

                  (ix)     promptly upon the effectiveness of any material
         amendment or modification of, or any waiver of the rights of the
         Borrower or any Restricted Subsidiary under, (A) any Existing Senior
         Unsecured Debt Document or any New Senior Unsecured Debt Document, (B)
         the certificate of formation, limited liability company agreement,
         certificate of incorporation, by-laws or other organizational documents
         of the Borrower or any Restricted Subsidiary or (C) any document
         evidencing any Receivables Financing, written notice of such amendment,
         modification or

                                      H-68

<PAGE>

         waiver describing in reasonable detail the purpose and substance
         thereof; and

                  (x)      promptly following any request therefor, such other
         information regarding the operations, business affairs and financial
         condition of the Borrower and its Restricted Subsidiaries, or
         compliance with the terms of any Loan Document, as the Administrative
         Agent, the Collateral Agent, the Co-Collateral Agent or any Lender may
         reasonably request.

         Information required to be delivered pursuant to Section 5.01(a)(i),
Section 5.01(a)(ii) or Section 5.01(a)(vii) above shall be deemed to have been
delivered on the date on which the Borrower provides notice to the
Administrative Agent that such information has been posted on the Borrower's
website on the Internet at the website address listed on the signature pages
hereof, at sec.gov/edaux/searches.htm or at another website identified in such
notice and accessible by the Lenders without charge; provided that (i) such
notice may be included in a certificate delivered pursuant to Section
5.01(a)(iv) and (ii) the Borrower shall deliver paper copies of the information
referred to in Section 5.01(a)(i), Section 5.01(a)(ii) and Section 5.01(a)(vii)
to the Administrative Agent for any Lender which requests such delivery.

         (b)      Borrowing Base Reports. The Borrower will furnish to the
Administrative Agent, the Collateral Agent and the Co-Collateral Agent (and the
Administrative Agent shall thereafter deliver to each Lender):

                  (i)      as soon as available and in any event (x) within 20
         days after the last day of each of the first six calendar months to end
         after the Effective Date and (y) within 15 days after the last day of
         each calendar month ending thereafter, a completed Borrowing Base
         Certificate (accompanied by supporting documentation and supplemental
         reporting) calculating and certifying the Borrowing Base as of the end
         of such calendar month, signed on behalf of the Borrower by a Financial
         Officer and in form and substance satisfactory to the Collateral Agent
         and the Co-Collateral Agent; provided that such Borrowing Base
         Certificate (accompanied by supporting documentation and supplemental
         reporting) shall be furnished to the Administrative Agent, the
         Collateral Agent and the Co-Collateral Agent as soon as available and
         in any event within two Business Days after the end of each period of
         two calendar weeks (each such biweekly period deemed, for purposes
         hereof, to end on a Friday) at the end of which Facility Availability
         is less than $100,000,000;

                  (ii)     within two Business Days of any request therefor,
         such other information in such detail concerning the amount,
         composition and manner of calculation of the Borrowing Base as any
         Lender may reasonably request; and

                                      H-69
<PAGE>

                  (iii)    within ten days following the Effective Date, a final
         Borrowing Base Certificate in respect of the National Steel Assets.

         Section 5.02. Notice of Material Events. The Borrower will furnish to
the Administrative Agent and each Lender prompt written notice of the following:

         (a)      the occurrence of any Default;

         (b)      the filing or commencement of any action, suit or proceeding
by or before any arbitrator or Governmental Authority against or affecting the
Borrower or any Restricted Subsidiary or any Affiliate thereof that, if
adversely determined, could reasonably be expected to result in a Material
Adverse Effect;

         (c)      the occurrence of any ERISA Event that, alone or together with
any other ERISA Events that have occurred, could reasonably be expected to
result in liabilities of the Borrower and its Restricted Subsidiaries in an
aggregate amount exceeding $50,000,000;

         (d)      the occurrence of any change in the Borrower's Senior Debt
Ratings by either Moody's or S&P; and

         (e)      any other development that results in, or would reasonably be
expected to result in, a Material Adverse Effect.

         Each notice delivered under this Section shall be accompanied by a
statement of a Financial Officer or other executive officer of the Borrower
setting forth the details of the event or development requiring such notice and
any action taken or proposed to be taken with respect thereto.

         Section 5.03. Information Regarding Collateral. (a) The Borrower will
furnish to the Administrative Agent, the Collateral Agent and the Co-Collateral
Agent prompt written notice of any change in (i) the Borrower's corporate name
or any trade name used to identify it in the conduct of its business or the
Borrower's jurisdiction of organization, chief executive office, its principal
place of business, or any office or facility at which Collateral owned by it is
located (including the establishment of any such new office or facility), (ii)
the Borrower's identity or corporate structure, (iii) the Borrower's State
Organizational Identification Number (or Charter Number) and (iv) the Borrower's
Federal Taxpayer Identification Number. The Borrower will not effect or permit
any change referred to in the preceding sentence unless all filings have been
made under the Uniform Commercial Code and all other actions have been taken
that are required so that such change will not at any time adversely affect the
validity, perfection or priority of any Transaction Lien on any of the
Collateral. The Borrower will also promptly notify the Administrative Agent, the
Collateral Agent and the Co-Collateral Agent if any material portion of the
Collateral is damaged or destroyed.

                                      H-70
<PAGE>

         (b)      Each year, at the time annual financial statements with
respect to the preceding Fiscal Year are delivered pursuant to Section
5.01(a)(i), the Borrower will deliver to the Administrative Agent, the
Collateral Agent and the Co-Collateral Agent a certificate of a Financial
Officer and the chief legal officer (or other in-house counsel) of the Borrower
(i) setting forth the information required pursuant to Sections A.1, A.2 and B.1
of the Perfection Certificate or confirming that there has been no change in
such information since the date of the Perfection Certificate delivered on the
Effective Date or the date of the most recent certificate delivered pursuant to
this subsection and (ii) certifying that all Uniform Commercial Code financing
statements (including fixture filings, as applicable) or other appropriate
filings, recordings or registrations, including all refilings, rerecordings and
reregistrations, containing a description of the Collateral have been filed of
record in each appropriate office in each jurisdiction identified pursuant to
clause (i) above to the extent necessary to protect and perfect the Transaction
Liens for a period of at least 18 months after the date of such certificate
(except as noted therein with respect to any continuation statements to be filed
within such period).

         (c)      The Borrower will furnish to the Administrative Agent, the
Collateral Agent and the Co-Collateral Agent prompt written notice of the
occurrence of any "Termination Event" (as defined in the Effective Date
Receivables Financing). From and after the occurrence of any such Termination
Event, the Borrower shall furnish to the Administrative Agent, the Collateral
Agent and the Co-Collateral Agent a daily written report reflecting then current
amortization of the Effective Date Receivables Financing. On any date when the
Effective Date Receivables Financing shall have terminated and the payment of
all obligations owing by the Borrower and its Subsidiaries in respect thereof
shall have been paid in full, the Borrower shall provide prompt written notice
thereof to the Administrative Agent, the Collateral Agent and the Co-Collateral
Agent.

         (d)      Upon the request of any Lender, the Borrower will furnish to
the Collateral Agent and the Co-Collateral Agent copies of any servicer reports
that have been furnished to JPMorgan Chase Bank or The Bank of Nova Scotia, in
their respective capacities as agents, under the Effective Date Receivables
Financing.

         Section 5.04. Existence; Conduct of Business. The Borrower will, and
will cause each of its Subsidiaries (other than any Unrestricted Subsidiary) to,
do or cause to be done all things necessary to preserve, renew and keep in full
force and effect its legal existence and the rights, licenses, permits,
privileges, franchises, patents, copyrights, trademarks and trade names material
to the conduct of its business; provided that the foregoing shall not prohibit
any merger, consolidation, liquidation or dissolution permitted under Section
6.03.

         Section 5.05. Payment of Obligations. The Borrower will, and will cause
each of its Subsidiaries (other than any Unrestricted Subsidiary) to, pay all of
its

                                      H-71
<PAGE>

material Debt and other material obligations, including Tax liabilities, before
the same shall become delinquent or in default, except where (a) the validity or
amount thereof is being contested in good faith by appropriate proceedings, (b)
the Borrower or such Subsidiary has set aside on its books adequate reserves
with respect thereto in accordance with GAAP, (c) such contest effectively
suspends collection of the contested obligation and the enforcement of any Lien
securing such obligation and (d) the failure to make payment pending such
contest would not reasonably be expected to result in a Material Adverse Effect.

         Section 5.06. Maintenance of Properties. The Borrower will, and will
cause each of its Subsidiaries (other than any Unrestricted Subsidiary) to,
maintain all property material to the conduct of its business in good working
order and condition, ordinary wear and tear excepted.

         Section 5.07. Insurance. (a) The Borrower will, and will cause each of
its Subsidiaries (other than any Unrestricted Subsidiary) to maintain, at its
sole cost and expense, insurance coverage (x) as in effect on the date of the
Agreement and described in Schedule 5.07 or (y) otherwise with financially sound
and reputable insurers (which insurers shall be reasonably acceptable to the
Administrative Agent, the Collateral Agent and the Co-Collateral Agent) in such
amounts, and with such deductibles, as are set forth on Schedule 5.07 hereof. If
at any time the Borrower becomes aware that conditions and circumstances may
have a material adverse effect on its ability to maintain (or cause to be
maintained) such insurance coverage with the deductibles shown on Schedule 5.07
at favorable premiums, it shall immediately advise the Administrative Agent, the
Collateral Agent and the Co-Collateral Agent in writing; provided that such
notice must be given prior to the expiration of the relevant existing policy.
Such notice shall include copies of any proposals from insurers regarding the
insurance coverage in question as well as the Borrower's recommendations with
respect thereto. The Administrative Agent shall promptly advise the Borrower of
the requirements of the Administrative Agent (which requirements shall be
determined in good faith by mutual agreement among the Administrative Agent, the
Collateral Agent and the Co-Collateral Agent) regarding such insurance coverage,
and the Borrower shall undertake all reasonable efforts to adhere to such
requirements. If the Borrower fails to obtain or maintain the insurance coverage
required pursuant to this Section 5.07 or to pay all premiums relating thereto,
the Collateral Agent and the Co-Collateral Agent may at any time or times
thereafter obtain and maintain such required insurance coverage and pay such
premiums and take such other actions with respect thereto that the Collateral
Agent and the Co-Collateral Agent deem reasonably advisable. The Collateral
Agent and the Co-Collateral Agent shall not have any obligation to obtain
insurance for the Borrower or any of its Subsidiaries or to pay any premiums
therefor. By doing so, the Collateral Agent and the Co-Collateral Agent shall
not be deemed to have waived any Default arising from failure of the Borrower to
maintain (or cause to be maintained) such insurance or to pay (or cause to be
paid) any premiums therefor. All sums so disbursed,

                                      H-72
<PAGE>

including reasonable attorneys' fees, court costs and other charges related
thereto, shall be payable on demand by the Borrower to the Administrative Agent
and shall be additional obligations hereunder secured by the Collateral. The
Collateral Agent and the Co-Collateral Agent reserve the right at any time upon
any change in the Borrower's risk profile to require additional insurance
coverages and limits of insurance to, in such Agents' reasonable opinion,
adequately protect the interests of the Lender Parties in all or any portion of
the Collateral.

         (b)      Property damage policies maintained with respect to any
Collateral shall be endorsed or otherwise amended to include a lenders' loss
payable clause, in each case in favor of the Collateral Agent and providing for
losses thereunder to be payable to the Collateral Agent or its designee as loss
payee and (ii) a provision to the effect that none of the Administrative Agent,
the Collateral Agent, the Co-Collateral Agent nor any other Lender Party shall
be a coinsurer. Commercial general liability policies shall be endorsed to name
the Collateral Agent as an additional insured. Each such policy referred to in
this subsection also shall provide that it shall not be canceled, modified or
not renewed (i) by reason of nonpayment of premium except upon at least 10 days'
prior written notice thereof by the insurer to the Collateral Agent (giving the
Collateral Agent the right to cure defaults in the payment of premiums) or (ii)
for any other reason except upon at least 30 days' prior written notice thereof
by the insurer to the Collateral Agent. The Borrower shall deliver to the
Collateral Agent and the Co-Collateral Agent, prior to the cancellation,
modification or nonrenewal of any such policy of insurance, a copy of a renewal
or replacement policy (or other evidence of renewal of a policy previously
delivered to the Collateral Agent and the Co-Collateral Agent) together with
evidence reasonably satisfactory to the Collateral Agent and the Co-Collateral
Agent of payment of the premium therefor.

         Section 5.08. Casualty and Condemnation. The Borrower will furnish to
the Administrative Agent, the Collateral Agent, the Co-Collateral Agent and the
Lenders prompt written notice of any casualty or other insured damage to any
material portion of the Collateral or the commencement of any action or
proceeding for the taking of any Collateral or any part thereof or interest
therein under power of eminent domain or by condemnation or similar proceeding.

         Section 5.09. Proper Records; Rights to Inspect and Appraise. (a) The
Borrower will, and will cause each of its Subsidiaries (other than any
Unrestricted Subsidiary) to, keep proper books of record and account in which
complete and correct entries are made of all transactions relating to its
business and activities. The Borrower will, and will cause each of its
Subsidiaries (other than any Unrestricted Subsidiary) to, permit any
representatives designated by the Administrative Agent, the Collateral Agent,
the Co-Collateral Agent or any Lender, upon reasonable prior notice, to visit
and inspect its properties, to examine and make extracts from its books and
records, and to discuss its affairs,

                                      H-73
<PAGE>

finances and condition with its officers and independent accountants, all at
such reasonable times and as often as reasonably requested.

         (b)      The Borrower will, and will cause each of its Subsidiaries to,
take all actions as shall be necessary or advisable to ensure that, within 30
calendar days after the Effective Date (or such longer period as may be
requested by the Collateral Agent and the Co-Collateral Agent), the
Administrative Agent, the Collateral Agent, the Co-Collateral Agent and their
designated representatives, shall have completed all such field exams and
received all such inventory appraisals from independent appraisers as they deem
reasonably necessary or desirable.

         (c)      The Borrower will, and will cause each of its Subsidiaries
(other than any Unrestricted Subsidiary) to, permit the Collateral Agent and/or
the Co-Collateral Agent and any representatives designated by either of them
(including any consultants, accountants, lawyers and appraisers retained by the
Collateral Agent and the Co-Collateral Agent) to conduct collateral reviews and
evaluations and appraisals of the assets included in the Borrowing Base and the
Borrower's computation of the Borrowing Base, all at such reasonable times and
as often as reasonably requested. The Borrower shall pay the documented fees and
expenses of employees of the Collateral Agent and the Co-Collateral Agent
(including reasonable and customary internally allocated fees of such employees
incurred in connection with periodic collateral evaluations and appraisals and
internally allocated monitoring fees associated with the Collateral Agent's and
the Co-Collateral Agent's "collateral agent services group" or similar body) or
any representatives (including any inventory appraisal firm) retained by the
Collateral Agent and the Co-Collateral Agent to conduct any such evaluation or
appraisal; provided the Borrower shall not be required to pay such fees and
expenses of collateral reviews and appraisals performed by the Collateral Agent
and the Co-Collateral Agent, except (i) in respect of one such collateral review
and one such appraisal performed by the Collateral Agent (or, at the option of
the Co-Collateral Agent, by the Collateral Agent and the Co-Collateral Agent
together) in any calendar year, and (ii) in respect of up to four such
collateral reviews and four such appraisals performed by the Collateral Agent
(or, at the option of the Co-Collateral Agent, by the Collateral Agent and the
Co-Collateral Agent together) at such times as Facility Availability is less
than $100,000,000, and (iii) in respect of any such collateral reviews and such
collateral appraisals performed by the Collateral Agent and the Co-Collateral
Agent during the continuance of a Default or Event of Default; and provided
further that the Borrower shall not be required to pay the fees and expenses of
inventory appraisal firms hired by the Collateral Agent and the Co-Collateral
Agent, except (i) in respect of one inventory appraisal per calendar year during
the term of this Agreement, (ii) in respect of up to two inventory appraisals
per calendar year at such times as Facility Availability is less than
$100,000,000, and (iii) in respect of any one or more additional inventory
appraisals conducted at the request of the Collateral Agent and the Co-

                                      H-74

<PAGE>

Collateral Agent during the continuance of a Default or Event of Default. The
Collateral Agent, the Co-Collateral Agent and any representative designated by
either of them to conduct such collateral reviews, evaluations and appraisals
shall, during any review, inspection or other activity performed at any of the
Borrower's plant sites, (x) be accompanied at all times by a plant safety
representative (and the Borrower hereby agrees to cause such a plant safety
representative to be available for such purpose at such reasonable hours as may
be requested and upon reasonable prior notice) and (y) comply at all times with
the Borrower's rules regarding safety and security to the extent that the
Collateral Agent, Co-Collateral Agent or representative has been notified of
such rules. In connection with any collateral monitoring or review and appraisal
relating to the computation of the Borrowing Base, the Borrower shall make
adjustments to the Borrowing Base (which may include maintaining additional
reserves or modifying the eligibility criteria for components of the Borrowing
Base) to the extent required by the Collateral Agent, the Co-Collateral Agent or
the Required Lenders as a result of any such monitoring, review or appraisal.
The Collateral Agent and the Co-Collateral Agent shall furnish to the
Administrative Agent (for delivery to each Lender) a copy of the final written
collateral review or appraisal report prepared in connection with such
monitoring, review or appraisal.

         Section 5.10. Compliance with Laws. The Borrower will, and will cause
each of its Subsidiaries (other than any Unrestricted Subsidiary) to, comply
with all laws, rules, regulations and orders of any Governmental Authority
(including all Environmental Laws and ERISA and the respective rules and
regulations thereunder) applicable to it or its property, other than such laws,
rules or regulations (a) the validity or applicability of which the Borrower or
any Subsidiary is contesting in good faith by appropriate proceedings or (b) the
failure to comply with which cannot reasonably be expected to result in a
Material Adverse Effect.

         Section 5.11. Use of Proceeds and Letters of Credit. The proceeds of
the Revolving Loans and Swingline Loans will be used only (a) for the repayment
in full of all amounts outstanding under the Existing Credit Agreement (if any)
and (b) to finance the general corporate purposes of the Borrower (including
working capital needs of the Borrower. No part of the proceeds of any Loan will
be used, directly or indirectly, for any purpose that entails a violation of any
of the Regulations of the Federal Reserve Board, including Regulations T, U and
X. Letters of Credit will be requested and used only to finance the general
corporate purposes (including working capital needs) of the Borrower, and will
not be used, whether directly or indirectly, for any purpose that entails a
violation of any of the Regulations of the Federal Reserve Board, including
regulations T, U and X.

         Section 5.12. Further Assurances. (a) The Borrower will execute and
deliver any and all further documents, financing statements, agreements and
instruments, and take all such further actions (including the filing and
recording of financing statements and other documents), that may be required
under any

                                      H-75

<PAGE>

applicable law, or that the Administrative Agent, the Collateral Agent, the
Co-Collateral Agent or the Required Lenders may reasonably request, to cause the
Collateral Requirement to be and remain satisfied, all at the Borrower's
expense. The Borrower will provide to the Collateral Agent and the Co-Collateral
Agent, from time to time upon request, evidence reasonably satisfactory to the
Collateral Agent and the Co-Collateral Agent as to the perfection and priority
of the Transaction Liens created or intended to be created by the Security
Documents.

         (b)      If, on the date when all of the Commitments are terminated
(whether pursuant to Section 2.08 or otherwise), any Letter of Credit remains
outstanding, the Borrower shall deposit in the Cash Collateral Account on such
date an amount in cash equal to 102% of the total LC Exposure as of such date
plus any accrued and unpaid interest thereon. Any amount so deposited (including
any earnings thereon) will be withdrawn from the Cash Collateral Account by the
Administrative Agent and applied to pay LC Reimbursement Obligations as they
become due; provided that at such time as all outstanding Letters of Credit have
expired, and all LC Reimbursement Obligations (plus accrued and unpaid interest
thereon) have been paid in full, such amount, to the extent not therefore
applied, shall be returned to the Borrower.

         Section 5.13. Amendments to Effective Date Receivables Financing.
Within 10 days following the Effective Date, the Borrower shall have entered
into (and furnished the Administrative Agent, the Collateral Agent, the
Co-Collateral Agent and their respective counsel with a copy of) an effective
amendment of the Effective Date Receivables Financing, pursuant to which the
definitions of "USS Credit Agreement", "USS Security Agreement" and
"Intercreditor Agreement" therein shall be amended to refer to this Agreement,
the Security Agreement and the Intercreditor Agreement, respectively (which
amendment may effect such additional modifications to the Effective Date
Receivables Financing as reflected in the draft thereof dated as of May 15, 2003
and furnished to the Administrative Agent prior to the Effective Date). The
Borrower shall (a) provide the Administrative Agent, the Collateral Agent and
the Co-Collateral Agent with written notice of any other proposed amendment,
modification or other change to, and each consent to a departure from, the terms
or provisions of the Effective Date Receivables Financing and (b) promptly
following the effectiveness thereof, provide the Administrative Agent, the
Collateral Agent and the Co-Collateral Agent with a copy of each such amendment,
modification or other change to, and each such consent to a departure from, the
terms or provisions of the Effective Date Receivables Financing. The Borrower
shall not, without the prior written consent of the Required Lenders, amend,
modify or otherwise change or obtain a consent to a departure from (i) the
definitions of "USS Credit Agreement" or "USS Security Agreement" contained in
the Receivables Purchase Agreement or (ii) any other provision of (including by
the addition of a provision) the Effective Date Receivables Financing which
could in any way impair the interests of the Lender Parties in the Collateral.

                                      H-76
<PAGE>

         Section 5.14. Designation of Subsidiaries. The Borrower's board of
directors may at any time designate any Restricted Subsidiary as an Unrestricted
Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided
that (i) immediately before and after such designation, no Default shall have
occurred and be continuing (including, without limitation, any Default as a
result of a breach of the covenants set forth in Sections 6.01, 6.02 and 6.04),
(ii) immediately after giving effect to such designation, the Borrower shall be
in compliance, on a pro forma basis, with the covenant set forth in Section 6.13
(to the extent such compliance is required at such time in accordance with the
terms of such Section 6.13) (and, as a condition precedent to the effectiveness
of any such designation, the Borrower shall deliver to the Administrative Agent
a copy of the board resolution giving effect to such designation and a
certificate of a Financial Officer setting forth in reasonable detail the
calculations demonstrating such compliance), (iii) no Subsidiary may be
designated as an Unrestricted Subsidiary under this Agreement unless it is, or
will concurrently become, an "Unrestricted Subsidiary" as defined in, and for
all purposes of, the Existing Senior Unsecured Debt Documents and the New Senior
Unsecured Debt Documents and (iv) no Unrestricted Subsidiary may be designated
as a Restricted Subsidiary under this Agreement unless it is, or will
concurrently become, a "Restricted Subsidiary" as defined in, and for all
purposes of, the Existing Senior Unsecured Debt Documents and the New Senior
Unsecured Debt Documents. The designation of any Restricted Subsidiary as an
Unrestricted Subsidiary shall constitute an investment by the Borrower therein
at the date of designation in an amount equal to the net book value of the
Borrower's investment therein. The designation of any Unrestricted Subsidiary as
a Restricted Subsidiary shall constitute the incurrence at the time of
designation of any Debt or Liens of such Subsidiary existing at such time.

                                   ARTICLE 6
                               NEGATIVE COVENANTS

         Until all the Commitments have expired or terminated and the principal
of and interest on each Loan and all fees payable hereunder have been paid in
full and all Letters of Credit have expired or been cancelled and all LC
Disbursements have been reimbursed, the Borrower covenants and agrees with the
Lenders that:

         Section 6.01. Debt; Certain Equity Securities. (a) The Borrower will
not create, incur, assume or permit to exist any Debt, except:

                  (i)      Debt created under the Loan Documents;

                  (ii)     other Debt that would be permitted to be incurred by
         the Borrower pursuant to and in accordance with Section 4.12(b) of the
         Existing Senior Unsecured Debt Documents (as such Existing Senior
         Unsecured Debt Documents are in effect on the date of this Agreement,

                                      H-77
<PAGE>

         and without giving effect to any suspension or release of the
         Borrower's obligation to comply with such Section 4.12(b) which may
         occur pursuant to Section 4.9 of the Existing Senior Unsecured Debt
         Documents);

                  (iii)    the New Senior Unsecured Debt; provided that the
         proceeds of such Debt are applied as specified in the Approved
         Financing Model to finance or refinance the purchase of the National
         Steel Assets;

                  (iv)     other unsecured Debt in an aggregate principal amount
         not exceeding $150,000,000 at any time outstanding, to the extent that
         the Borrower would be permitted to incur such Debt pursuant to and in
         accordance with Section 4.12(a) of the Existing Senior Unsecured Debt
         Documents (as such Existing Senior Unsecured Debt Documents are in
         effect on the date of this Agreement, and without giving effect to any
         suspension or release of the Borrower's obligation to comply with such
         Section 4.12(a) which may occur pursuant to Section 4.9 of the Existing
         Senior Unsecured Debt Documents); provided that all such Debt is on
         terms and conditions and subject to covenants that, taken as a whole,
         are no more restrictive than the terms, conditions and covenants
         contained in this Agreement; and provided further that the aggregate
         principal amount of all such Debt having a final maturity date on or
         before the Maturity Date does not exceed $25,000,000; and

                  (v)      Capital Lease Obligations of the Borrower (if any)
         not to exceed $200,000,000 in the aggregate arising under (i) the
         Amended and Restated Lease Agreement dated as of December 20, 1985 (and
         the renewal thereof dated as of March 26, 2001) relating to the
         "electrolytic galvanizing facility" at Ecorse, Michigan, as described
         therein, (ii) the Lease Agreement dated as of September 1, 1987
         relating to the "Great Lakes caster facility", the "ladle metallurgy
         equipment" and the "caster equipment" all located at Ecorse, Michigan,
         as described therein, (iii) the Lease Agreement dated as of May 1, 1982
         relating to the "coke oven battery-B at Granite City, Illinois"
         described therein, (iv) any amendment, restatement or replacement of
         any the leases described in the foregoing clauses (i) through (iii)
         that becomes effective concurrently with the consummation of the
         National Steel Acquisition or from time to time thereafter, or (v) any
         combination of the foregoing;

provided that, notwithstanding anything to the contrary in this Section 6.01(a),
the Borrower will not create, incur, assume or permit to exist any Debt arising
from a Receivables Financing, except to the extent that the aggregate amount of
such Debt, together with the aggregate amount of Debt incurred by Restricted
Subsidiaries in reliance on Section 6.06(g), does not exceed $600,000,000 (it
being understood that for purposes of determining the amount of Debt arising in
connection with a Receivables Financing, Debt arising from transactions among
the Borrower and its Subsidiaries in connection therewith shall be disregarded).

                                      H-78
<PAGE>

         (b)      The Borrower will not issue any preferred stock or other
preferred Equity Interests, which in either case, is subject to mandatory
redemption at any time prior to the first anniversary of the Maturity Date.

         Section 6.02. Liens. The Borrower will not, and will not permit any of
its Subsidiaries (other than any Unrestricted Subsidiary) to, create or permit
to exist any Lien on any property now owned or hereafter acquired by it, or
assign or sell any income or revenues (including accounts receivable) or rights
in respect of any thereof, except:

                  (i)      Liens on Collateral granted by the Borrower under the
         Security Documents;

                  (ii)     Permitted Liens;

                  (iii)    any Lien on any property of the Borrower or any
         Restricted Subsidiary existing on the date hereof and listed in
         Schedule 6.02; provided that (A) such Lien shall not apply to any other
         property of the Borrower or any Restricted Subsidiary and (B) such Lien
         shall secure only those obligations which it secures on the date hereof
         and extensions, renewals and replacements thereof that do not increase
         the outstanding principal amount thereof;

                  (iv)     any Lien existing on any property or asset before the
         acquisition thereof by the Borrower or any Restricted Subsidiary or
         existing on any property or asset of any Person that first becomes a
         Restricted Subsidiary after the date hereof before the time such Person
         becomes a Restricted Subsidiary; provided that (A) such Lien is not
         created in contemplation of or in connection with such acquisition or
         such Person becoming a Restricted Subsidiary, as the case may be, (B)
         such Lien will not apply to any other property or asset of the Borrower
         or any Restricted Subsidiary and (C) such Lien will secure only those
         obligations which it secures on the date of such acquisition or the
         date such Person first becomes a Restricted Subsidiary, as the case may
         be, and extensions, renewals and replacements thereof that do not
         increase the outstanding principal amount thereof;

                  (v)      Liens on fixed or capital assets acquired,
         constructed or improved by the Borrower or any Restricted Subsidiary;
         provided that (A) the Debt secured by such liens is permitted by
         Section 6.01, (B) such Liens and the Debt secured thereby are incurred
         before or within 90 days after such acquisition or the completion of
         such construction or improvement, (C) the Debt secured thereby does not
         exceed 90% of the cost of acquiring, constructing or improving such
         fixed or capital assets and (D) such Liens will not apply to any other
         property of the Borrower or any Restricted Subsidiary;

                                      H-79
<PAGE>

                  (vi)     Liens to secure a Debt owing to the Borrower;

                  (vii)    any Lien arising out of the refinancing, extension,
         renewal or refunding of any Debt secured by a Lien permitted by any of
         clauses (iii), (iv) or (v) of this Section; provided that such Debt is
         not increased (except by the amount of fees, expenses and premiums
         required to be paid in connection with such refinancing, extension,
         renewal or refunding) and is not secured by any additional assets;

                  (viii)   Liens securing Debt arising out of a Receivables
         Financing;

                  (ix)     Liens securing industrial revenue or pollution
         control bonds issued by the Borrower; provided, however, that such
         Liens relate solely to the project being financed and are removed
         within 90 days following completion of the project being financed; and

                  (x)      Liens not otherwise permitted by the foregoing
         clauses of this Section 6.02 on assets not constituting Collateral,
         securing Debt in an aggregate principal amount at any time outstanding
         not to exceed $35,000,000.

         Section 6.03. Fundamental Changes. (a) The Borrower will not, and will
not permit any of its Subsidiaries (other than any Unrestricted Subsidiary) to,
merge into or consolidate with any other Person, or liquidate or dissolve, or
permit any other Person to merge into or consolidate with it, except that, if at
the time thereof and immediately after giving effect thereto no Default shall
have occurred and be continuing, (i) any Person organized under the laws of the
United States of America or one of its States or the District of Columbia may
merge into the Borrower in a transaction in which the Borrower is the surviving
corporation, (ii) any Person (other than the Borrower) organized under the laws
of the United States of America or one of its States or the District of Columbia
may merge into any Restricted Subsidiary in a transaction in which the surviving
entity is a Restricted Subsidiary, and (iii) any Restricted Subsidiary may
liquidate or dissolve if the Borrower determines in good faith that such
liquidation or dissolution is in the best interests of the Borrower and is not
materially disadvantageous to the Lenders; provided that, if any such merger
involves a Person that is not a wholly owned Subsidiary immediately before such
merger, such merger shall not be permitted unless also permitted by Section
6.04.

         (b)      Neither the Borrower nor any Subsidiary (other than a Special
Purpose Financing Subsidiary or any Unrestricted Subsidiary) will engage to any
material extent in any business except businesses of the types conducted by the
Borrower and its respective Subsidiaries on the date of this Agreement and
businesses reasonably related, ancillary or complementary thereto.

                                      H-80
<PAGE>

         Section 6.04. Investments, Loans, Advances, Guarantees and
Acquisitions. (a) The Borrower will not, and will not permit any of its
Subsidiaries (other than an Unrestricted Subsidiary) to, purchase, hold or
acquire (including pursuant to any merger with any Person that was not a wholly
owned Subsidiary before such merger) any Equity Interest in or evidence of
indebtedness or other security (including any option, warrant or other right to
acquire any of the foregoing) of, make or permit to exist any loan or advance
to, Guarantee any obligation of, or make or permit to exist any investment or
other interest in, any other Person, or purchase or otherwise acquire (in one
transaction or a series of transactions) any assets of any other Person
constituting a business unit, except:

                  (i)      Permitted Investments and investments in cash;

                  (ii)     investments existing on the date of this Agreement,
         which investments (other than investments that, individually, do not
         exceed $10,000,000) are listed in Schedule 6.04;

                  (iii)    investments by the Borrower and its Restricted
         Subsidiaries in Equity Interests in their respective Restricted
         Subsidiaries (or in any Person that will, upon the making of such
         investment, become a Restricted Subsidiary); provided that the
         aggregate amount of investments by the Borrower in, and loans and
         advances by the Borrower to, and Guarantees by the Borrower of Debt of,
         Restricted Subsidiaries permitted solely in reliance on this clause
         (iii), taken together with the aggregate amount of loans and advances
         made by the Borrower to Restricted Subsidiaries in reliance on clause
         (iv), shall not exceed an amount at any time outstanding equal to
         $150,000,000;

                  (iv)     loans or advances made by the Borrower to any
         Restricted Subsidiary or made by any Restricted Subsidiary to the
         Borrower or any other Restricted Subsidiary; provided that the amount
         of such loans and advances made by the Borrower to Restricted
         Subsidiaries shall be subject to the limitation set forth in clause
         6.04(a)(iii) above; and provided further that the amount of such loans
         and advances made by a Restricted Subsidiary to another Restricted
         Subsidiary shall be subject to the limitations set forth in Section
         6.06(c) and Section 6.06(e) (it being understood that investments
         effected through a series of loans or advances from USS Holdings or a
         Foreign Subsidiary that is a Restricted Subsidiary to a Foreign
         Subsidiary that is a Restricted Subsidiary shall be deemed to comply
         with the limitations set forth in Section 6.06(e), so long as such
         series of loans or advances, if viewed as a single loan or advance from
         the initial lending or advancing entity to the ultimate borrower or
         recipient Foreign Subsidiary, would comply with such limitations set
         forth in Section 6.06(e));

                  (v)      Reserved;

                                      H-81
<PAGE>

                  (vi)     investments by the Borrower or a Restricted
         Subsidiary in a Restricted Subsidiary in respect of ordinary cash
         management activities;

                  (vii)    so long as no Default has occurred and is continuing
         (or would occur and be continuing) before and after giving effect to
         any such investment, investments by the Borrower or a Restricted
         Subsidiary in one or more Unrestricted Subsidiaries (which investments
         in Unrestricted Subsidiaries include, in accordance with Section 5.14,
         any designation of a Subsidiary as an Unrestricted Subsidiary) or any
         other Person; provided that the aggregate amount of all investments
         permitted by this clause (vii) (excluding investments in Unrestricted
         Subsidiaries where the consideration consists of Equity Interests of
         the Borrower, to the extent of such Equity Interest consideration)
         shall not exceed a sum equal to $30,000,000 plus the aggregate amount
         of all cash dividends received from all Unrestricted Subsidiaries and
         joint ventures since the Effective Date;

                  (viii)   Guarantees constituting Debt permitted by Section
         6.01 and Section 6.06; provided that the aggregate principal amount of
         Debt of Subsidiaries that is Guaranteed by the Borrower shall be
         subject to the limitation set forth in clause 6.04(a)(iii) above;

                  (ix)     investments received in connection with (x) the
         bankruptcy, reorganization or recapitalization of, or settlement of
         delinquent accounts and disputes with, customers and suppliers or (y)
         foreclosure by the Borrower or any of its Restricted Subsidiaries with
         respect to any secured investment or other transfer of title with
         respect to any secured investment in default, in each case in the
         ordinary course of business;

                  (x)      receivables owing to the Borrower or any Restricted
         Subsidiary if created or acquired in the ordinary course of business
         and payable or dischargeable in accordance with customary trade terms;
         provided, however, that such trade terms may include such concessionary
         trade terms as the Borrower or any such Restricted Subsidiary deems
         reasonable under the circumstances;

                  (xi)     payroll, travel and similar advances to cover matters
         that are expected at the time of such advances ultimately to be treated
         as expenses for accounting purposes and that are made in the ordinary
         course of business;

                  (xii)    loans or advances to employees made in the ordinary
         course of business consistent with past practices of the Borrower or
         such Restricted Subsidiary;

                                      H-82
<PAGE>

                  (xiii)   investments in stock, obligations or securities
         received in settlement of debts created in the ordinary course of
         business and owing to the Borrower or any Restricted Subsidiary or in
         satisfaction of judgments;

                  (xiv)    investments in any Person to the extent such
         investment represents the non-cash portion of the consideration
         received for an asset sale permitted under Section 6.05(b), (e) or (f);

                  (xv)     Reserved;

                  (xvi)    investments in the Borrower;

                  (xvii)   investments in any Person if, as a result of such
         investment, such other Person is merged with or consolidated into, or
         transfers or conveys all or substantially all its assets to, the
         Borrower or a Restricted Subsidiary, in each case subject to the
         limitations set forth in Section 6.04(b);

                  (xviii)  Receivables Financings otherwise permitted under this
         Agreement;

                  (xix)    investments by the Borrower and its Restricted
         Subsidiaries in the Sartid Acquisition Sub and/or in Sartid (including
         Guarantees by the Borrower and its Restricted Subsidiaries of Debt of
         the Sartid Acquisition Sub and/or Sartid); provided that such
         investments are made (and such Guarantees are issued) in connection
         with the acquisition, financing and operations of Sartid and the
         aggregate amount of all such investments (including such Guarantees)
         permitted by this clause (xix) (calculated without duplication for any
         initial investment and any refinancing or replacement thereof) does not
         exceed $100,000,000 in the aggregate during the term of this Agreement;
         and

                  (xx)     any direct or indirect advance, loan or other
         extension of credit to a Person to be used by such Person to acquire
         property pursuant to a transaction intended to qualify as a Like-Kind
         Exchange.

         (b)      The Borrower will not, and will not permit any of its
Subsidiaries (other than an Unrestricted Subsidiary) to make any material
acquisition unless (i) immediately before and after giving effect thereto, no
Default shall have occurred and be continuing, (ii) in the case of any
acquisition of a Person, such acquisition is non-hostile, (iii) the assets
received by the Borrower or its Restricted Subsidiary in connection therewith
are used or usable in the same line of business in which the Borrower or such
Restricted Subsidiary have previously been engaged, (iv) immediately before and
after giving effect thereto, Average Facility Availability is at least
$200,000,000 and (v) immediately before and after giving effect thereto, the
Fixed Charge Coverage Ratio (calculated on a pro forma basis,

                                      H-83
<PAGE>

giving effect to such acquisition as if it had been consummated on the first day
of the fiscal period with respect to which such Fixed Charge Coverage Ratio is
calculated) is at least 1.15:1.00; provided that, with respect to any such
material acquisition, compliance with the requirement set forth in clause (v) of
this Section 6.04(b) shall not be required if, before and after giving effect to
such acquisition, Average Facility Availability is greater than $400,000,000.

         Section 6.05. Asset Sales. The Borrower will not, and will not permit
any of its Subsidiaries (other than any Unrestricted Subsidiary) to, sell,
transfer, lease or otherwise dispose of any property, including any Equity
Interest owned by it, nor will any Subsidiary (other than an Unrestricted
Subsidiary) issue any additional Equity Interest in such Subsidiary, except:

         (a)      sales of inventory, used or surplus equipment and Permitted
Investments in the ordinary course of business;

         (b)      sales, transfers and other dispositions to the Borrower or a
Restricted Subsidiary; provided that the aggregate fair market value of all
assets sold or otherwise transferred to a Foreign Subsidiary in reliance on this
clause (b) shall not exceed $50,000,000; and provided further that any sales,
transfers or dispositions involving a Restricted Subsidiary are entered into in
the ordinary course of business and pursuant to the reasonable requirements of
the Borrower's or such Subsidiary's business and on fair and reasonable terms
and conditions no less favorable to the Borrower or such Subsidiary as the terms
and conditions which would apply in a comparable transaction on an arm's length
basis with a Person other than a Subsidiary or Affiliate of the Borrower (it
being understood that sales, transfers or other dispositions effected through a
series of sales, transfers or dispositions by or from USS Holdings or a Foreign
Subsidiary that is a Restricted Subsidiary to a Foreign Subsidiary that is a
Restricted Subsidiary shall be deemed to comply with the $50,000,000 limitation
set forth in this Section 6.05(b), so long as such series or sales, transfers or
dispositions, if viewed as a single transaction from the initial seller or
transferor entity to the ultimate purchaser or transferee Foreign Subsidiary,
would comply with such $50,000,000 limitation);

         (c)      transfers of assets in connection with a Receivables Financing
that is otherwise permitted under this Agreement.

         (d)      sales, transfers and other dispositions of assets (except
Equity Interests in a Restricted Subsidiary) that are not permitted by any other
clause of this Section; provided that the aggregate fair market value of all
assets sold, transferred or otherwise disposed of in reliance on this clause
shall not exceed $35,000,000 during any Fiscal Year;

         (e)      sales of real property in the ordinary course of business;

                                      H-84
<PAGE>

         (f)      sales of real property that has not been used by the Borrower
or any Restricted Subsidiary in the production of steel or steel products at any
time within 90 days prior to the date of sale;

         (g)      Reserved;

         (h)      Sale-Leaseback Transactions permitted pursuant to Section
6.07;

         (i)      transfers of assets pursuant to the Timberlands Contribution;
and

         (j)      transfers of assets pursuant to the Mining Business Asset
Sale;

provided that all sales, transfers, leases and other dispositions permitted by
this Section (except those permitted by clause (b), (e), (f) or (i) above) shall
be made for fair value and solely for cash consideration and provided further
that any sale of real property having a value in excess of $10,000,000 that is
permitted by clause (e) or (f) of this Section shall be made for fair value and
for at least 10% cash consideration.

         Section 6.06. Subsidiary Debt. The Borrower will not permit any of its
Restricted Subsidiaries to incur or otherwise be liable in respect of any Debt
other than:

         (a)      Debt of such Restricted Subsidiary existing on the date of
this Agreement and identified on Schedule 6.06, and refinancings, extensions,
renewals or refundings of such Debt that do not increase the outstanding
principal amount thereof or result in an earlier maturity date or decreased
weighted average life thereof;

         (b)      Debt of such Restricted Subsidiary owing to the Borrower;

         (c)      Debt of such Restricted Subsidiary owing to a Domestic
Subsidiary that is a Restricted Subsidiary; provided that the aggregate amount
for all Subsidiaries of all Debt permitted by this clause (c) shall not exceed
$50,000,000 at any time outstanding and provided further that the aggregate
amount for all Foreign Subsidiaries of all Debt permitted by this clause (c)
shall not exceed $25,000,000 at any time outstanding;

         (d)      Debt of such Restricted Subsidiary in respect of capital
leases; provided that the aggregate amount for all Restricted Subsidiaries of
all such Debt permitted by this clause (d) shall not exceed $30,000,000;

         (e)      Debt of such Restricted Subsidiary owing to a Foreign
Subsidiary that is a Restricted Subsidiary; provided that (i) the aggregate
amount for all Domestic Subsidiaries owing to Foreign Subsidiaries that are
Restricted Subsidiaries shall not exceed $5,000,000, and (ii) the aggregate
amount for all

                                      H-85
<PAGE>

Foreign Subsidiaries owing to Foreign Subsidiaries that are Restricted
Subsidiaries shall not exceed $250,000,000;

         (f)      Debt of any Person that becomes a Restricted Subsidiary after
the date of this Agreement; provided that (i) such Debt exists at the time such
Person becomes a Restricted Subsidiary and is not created in contemplation of or
in connection with such Person becoming a Restricted Subsidiary and (ii) the
aggregate principal amount of Debt permitted by this clause (f) shall not exceed
$100,000,000 at any time outstanding;

         (g)      Debt arising from Receivables Financings; provided that the
aggregate amount for all Restricted Subsidiaries of such Debt shall not exceed
$600,000,000 (it being understood that for purposes of determining the amount of
Debt arising in connection with a Receivables Financing, Debt arising from
transactions among the Borrower and its Subsidiaries in connection therewith
shall be disregarded);

         (h)      Debt of such Subsidiary owing to another Subsidiary in respect
of ordinary cash management activities;

         (i)      Debt of USSK incurred pursuant to one or more working capital
facilities in an aggregate amount not to exceed $50,000,000 at any time
outstanding; and

         (j)      other Debt in an aggregate principal amount not exceeding
$35,000,000 at any time outstanding;

         Section 6.07. Sale and Leaseback Transactions. The Borrower will not,
and will not permit any of its Subsidiaries (other than any Unrestricted
Subsidiary) to, enter into any arrangement, directly or indirectly, whereby it
shall sell or transfer any property, real or personal, used or useful in its
business, whether now owned or hereafter acquired, and thereafter rent or lease
such property or other property that it intends to use for substantially the
same purpose or purposes as the property sold or transferred (a "SALE-LEASEBACK
TRANSACTION"), except (x) for Sale-Leaseback Transactions, that, considered in
the aggregate with all Sale-Leaseback Transactions engaged in by the Borrower
and its Restricted Subsidiaries during the term of this Agreement, do not
involve properties having a fair market value in excess of $150,000,000;
provided that all obligations under such sale-leaseback agreements shall
constitute Debt for purposes of calculating compliance with the covenants set
forth in this Article 6 and (y) Sale-Leaseback Transactions in which the leased
property is acquired less than 120 days prior to the date of the lease, in a
maximum aggregate amount of $20,000,000 for all Sale-Leaseback Transactions
entered into in reliance on this Section 6.07(y).

                                      H-86
<PAGE>

         Section 6.08. Restricted Payments. The Borrower will not, and will not
permit any of its Restricted Subsidiaries to, declare or make, or agree to pay
or make, directly or indirectly, any Restricted Payment, or incur any obligation
(contingent or otherwise) to do so unless, both immediately before and after
giving effect to such Restricted Payment, (x) Average Facility Availability is
at least $200,000,000 and (y) the Fixed Charge Coverage Ratio (calculated on a
pro forma basis, giving effect to such Restricted Payment as if it had been
consummated on the first day of the fiscal period with respect to which such
Fixed Charge Coverage Ratio is calculated) is at least 1.15:1.00; provided that,
with respect to any such Restricted Payment, compliance with the requirement set
forth in clause (y) of this Section 6.08 shall not be required if, before and
after giving effect to such Restricted Payment, Average Facility Availability is
greater than $400,000,000; and provided further that, notwithstanding any of the
foregoing, the Borrower may (i) pay regular quarterly dividends on its capital
stock in an aggregate amount not exceeding $50,000,000 in any Fiscal Year and
(ii) make other Restricted Payments in the ordinary course of business as
required pursuant to and in accordance with the Borrower's stock option plans or
other benefit plans for management and/or employees of the Borrower.

         Section 6.09. Transactions with Affiliates. The Borrower will not, and
will not permit any of its Subsidiaries (other than any Unrestricted Subsidiary)
to, directly or indirectly, pay any funds to or for the account of, make any
investment (whether by acquisition of stock or indebtedness, by loan, advance,
transfer of property, Guarantee or other agreement to pay, purchase or service,
directly or indirectly, any Debt, or otherwise) in, Guarantee any Debt of, sell,
lease or otherwise transfer any property to, or purchase, lease or otherwise
acquire any property or services from, or otherwise engage in or effect any
other transaction with, any of its Affiliates; provided that this Section 6.09
shall not prohibit:

                  (i)      the Borrower or any of its Restricted Subsidiaries
         from performing its respective obligations under the agreements and
         transactions described on Schedule 6.09;

                  (ii)     the Borrower or any of its Restricted Subsidiaries
         from entering into transactions with any Affiliate if such transactions
         are entered into in the ordinary course of business and pursuant to the
         reasonable requirements of the Borrower's or such Subsidiary's business
         and on fair and reasonable terms and conditions no less favorable to
         the Borrower or such Subsidiary as the terms and conditions which would
         apply in a comparable transaction on an arm's length basis with a
         Person other than an Affiliate or a Subsidiary;

                  (iii)    Restricted Payments permitted by Section 6.08, so
         long as, immediately after giving effect thereto, no Default shall have
         occurred and be continuing; and

                                      H-87
<PAGE>

                  (iv)     the consummation of the Timberlands Contribution.

         Section 6.10. Restrictive Agreements. The Borrower will not and will
not permit any of its Subsidiaries (other than any Unrestricted Subsidiary) to,
directly or indirectly, enter into or permit to exist any agreement or other
arrangement that prohibits, restricts or imposes any condition on (a) the
ability of the Borrower or any Restricted Subsidiary to create or permit to
exist any Lien on any of its property or (b) the ability of any Restricted
Subsidiary to pay dividends or other distributions with respect to any shares of
its capital stock or to make or repay loans or advances to the Borrower or any
other Restricted Subsidiary or to Guarantee Debt of the Borrower or any other
Restricted Subsidiary; provided that (i) the foregoing shall not apply to
restrictions and conditions imposed by law or by any Loan Document, any Existing
Senior Unsecured Debt Document, any New Senior Unsecured Debt Document or any
document evidencing any Receivables Financing, (ii) the foregoing shall not
apply to restrictions and conditions existing on the date hereof and identified
on Schedule 6.10 (but shall apply to any amendment or modification expanding the
scope of, or any extension or renewal of, any such restriction or condition),
(iii) the foregoing shall not apply to customary restrictions and conditions
contained in agreements relating to the sale of a Subsidiary pending such sale,
provided that such restrictions and conditions apply only to the Subsidiary that
is to be sold and such sale is permitted hereunder, (iv) clause (a) of this
Section shall not apply to restrictions or conditions imposed by any agreement
relating to secured Debt permitted by this Agreement if such restrictions or
conditions apply only to the property securing such Debt and (v) clause (a) of
this Section shall not apply to customary provisions in leases and other
contracts restricting the assignment thereof.

         Section 6.11. Designation of Unrestricted Subsidiaries. The Borrower
will not cause or permit any Subsidiary that is a Restricted Subsidiary on the
date of this Agreement (other than the Sartid Acquisition Sub) to be designated
as or otherwise become an Unrestricted Subsidiary.

         Section 6.12. Capital Expenditures. The Borrower will not permit the
aggregate amount of Capital Expenditures made by the Borrower and its Restricted
Subsidiaries (other than Foreign Subsidiaries) in any Fiscal Year referred to
below (or other fiscal period referred to below) to exceed the sum of:

                  (i)      $450,000,000 (in the case of the Fiscal Year ending
         December 31, 2003) or $550,000,000 (in the case of each Fiscal Year
         ending thereafter); plus

                  (ii)     for each Fiscal Year ending after December 31, 2003,
         the amount (if any) (the "ROLLOVER AMOUNT") by which (x) the amount of
         Capital Expenditures for the immediately preceding Fiscal Year
         permitted pursuant to clause (i) above (without including any Rollover
         Amount from

                                      H-88
<PAGE>

         any prior Fiscal Year or fiscal period) exceeded (y) the amount of
         Capital Expenditures actually made during such immediately preceding
         Fiscal Year; provided that the Rollover Amount in respect of any Fiscal
         Year shall not exceed $100,000,000.

         Section 6.13. Fixed Charge Coverage Ratio. At the last day of any
Fiscal Quarter, the Borrower will not permit the Fixed Charge Coverage Ratio to
be less than 1.25:1.00; provided that compliance with this Section 6.13 shall be
required only at such times as Average Facility Availability is less than
$100,000,000.

         Section 6.14. Reserved.

         Section 6.15. Reserved.

         Section 6.16. Hedging Agreements. The Borrower will not, and will not
permit any of its Subsidiaries (other than any Unrestricted Subsidiary) to,
enter into any Hedging Agreement, except Hedging Agreements entered into in the
ordinary course of business to hedge or mitigate risks to which the Borrower or
any of its Restricted Subsidiaries is exposed in the conduct of its business or
the management of its liabilities.

         Section 6.17. Environmental Matters. The Borrower will, and will cause
each of its Subsidiaries (other than any Unrestricted Subsidiary) to, comply
with all applicable Environmental Laws except where failure to do so,
individually or in the aggregate, does not, and would not reasonably be expected
to, have a material adverse effect on the Borrower's ability to perform its
obligations under any Loan Document or impose any liability on any Lender.

         Section 6.18. Amendment of Material Documents. The Borrower will not,
and will not permit any of its Subsidiaries (other than, with respect to clause
(b) hereof, any Unrestricted Subsidiary) to, without the prior written consent
of the Required Lenders, amend, modify or waive any of its rights under (a) any
Existing Senior Unsecured Debt Document, (b) any New Senior Unsecured Debt
Document or (c) its certificate of formation, limited liability company
agreement, certificate of incorporation, by-laws or other organizational
documents, in each case in any manner that would reasonably be expected to be
adverse to the Lender Parties.

                                    ARTICLE 7
                                EVENTS OF DEFAULT

         If any of the following events ("EVENTS OF DEFAULT") shall occur:

                                      H-89
<PAGE>

         (a)      the Borrower shall fail to pay any principal of any Loan or
any LC Reimbursement Obligation when the same shall become due, whether at the
due date thereof or at a date fixed for prepayment thereof or otherwise;

         (b)      the Borrower shall fail to pay when due any interest on any
Loan or any fee or other amount (except an amount referred to in clause (a)
above) payable under any Loan Document, and such failure shall continue
unremedied for a period of five days;

         (c)      any representation, warranty or certification made or deemed
made by or on behalf of the Borrower or any Restricted Subsidiary in or in
connection with any Loan Document or any amendment or modification thereof or
waiver thereunder, or in any report, certificate, financial statement or other
document furnished pursuant to or in connection with any Loan Document or any
amendment or modification thereof or waiver thereunder, shall prove to have been
incorrect when made or deemed made and, if the circumstances giving rise to such
false or misleading representation or warranty are susceptible to being cured in
all material respects, such false or misleading representation or warranty shall
not be cured in all material respects for five days after the earlier to occur
of (i) the date on which an officer of the Borrower shall obtain knowledge
thereof, or (ii) the date on which written notice thereof shall have been given
to the Borrower by the Administrative Agent;

         (d)      the Borrower shall fail to observe or perform any covenant or
agreement contained in Section 5.01(a)(i), Section 5.01(a)(ii), Section
5.01(a)(iv), Section 5.02, Section 5.03(c), Section 5.04, Section 5.06 through
5.08, Sections 5.11 through 5.14 or in Article 6 or in Section 5(b) or Section
5(d) of the Security Agreement;

         (e)      the Borrower shall fail to observe or perform (i) any covenant
or agreement contained in Section 5.01(b) or Section 5.03(d) and such failure
shall continue for 3 days after the earlier of notice of such failure to the
Borrower from the Administrative Agent or knowledge of such failure by an
officer of the Borrower, or (ii) any covenant or agreement contained in Section
5.01(a)(iii), Section 5.01(a)(v) through 5.01(a)(x), Section 5.03(a), Section
5.03(b) and such failure shall continue for ten days after the earlier of notice
of such failure to the Borrower from the Administrative Agent or knowledge of
such failure by an officer of the Borrower;

         (f)      the Borrower shall fail to observe or perform any provision of
any Loan Document (other than those failures covered by clauses (a), (b), (d)
and (e) of this Article 7) and such failure shall continue for 30 days after the
earlier of notice of such failure to the Borrower from the Administrative Agent
or knowledge of such failure by an officer of the Borrower;

                                      H-90
<PAGE>

         (g)      the Borrower or any of its Restricted Subsidiaries shall fail
to make a payment or payments (whether of principal or interest and regardless
of amount) in respect of any Material Debt when the same shall become due,
whether at the due date thereof or at a date fixed for prepayment thereof or
otherwise;

         (h)      any event or condition occurs that (i) results in any Material
Debt becoming due before its scheduled maturity or (ii) enables or permits (with
or without the giving of notice, the lapse of time or both) the holder or
holders of Material Debt or any trustee or agent on its or their behalf to cause
any Material Debt to become due, or to require the prepayment, repurchase,
redemption or defeasance thereof, before its scheduled maturity or (iii) results
in the termination of or enables one or more banks or financial institutions to
terminate commitments to provide in excess of $20,000,000 aggregate principal
amount of credit to the Borrower and/or its Restricted Subsidiaries; provided
that, in the case of any event described in clauses (ii) or (iii) that would
permit Material Debt to be accelerated or would permit termination of such
commitments, as applicable, only after the lapse of a cure period, so long as
the Borrower has notified the Administrative Agent immediately upon occurrence
of such event, such event shall give rise to an Event of Default hereunder upon
expiration of such cure period;

         (i)      an involuntary proceeding shall be commenced or an involuntary
petition shall be filed seeking (i) liquidation, reorganization or other relief
in respect of the Borrower or any of its Significant Subsidiaries or its debts,
or of a substantial part of its assets, under any Federal, state or foreign
bankruptcy, insolvency, receivership or similar law now or hereafter in effect
or (ii) the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for the Borrower or any of its Significant
Subsidiaries or for a substantial part of its assets, and, in any such case,
such proceeding or petition shall continue undismissed for 60 days or an order
or decree approving or ordering any of the foregoing shall be entered;

         (j)      the Borrower or any of its Significant Subsidiaries shall (i)
voluntarily commence any proceeding or file any petition seeking liquidation,
reorganization or other relief under any Federal, state or foreign bankruptcy,
insolvency, receivership or similar law now or hereafter in effect, (ii) consent
to the institution of, or fail to contest in a timely and appropriate manner,
any proceeding or petition described in clause (h) above, (iii) apply for or
consent to the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for any the Borrower or any of its Significant
Subsidiaries or for a substantial part of its assets, (iv) file an answer
admitting the material allegations of a petition filed against it in any such
proceeding, (v) make a general assignment for the benefit of creditors or (vi)
take any action for the purpose of effecting any of the foregoing;

                                      H-91
<PAGE>

         (k)      the Borrower or any of its Significant Subsidiaries shall
become unable, admit in writing its inability or fail generally to pay its debts
as they become due;

         (l)      one or more judgments for the payment of money in an aggregate
amount exceeding $20,000,000 shall be rendered against the Borrower or any of
its Significant Subsidiaries and shall remain undischarged for a period of 30
consecutive days during which execution shall not be effectively stayed, or any
action shall be legally taken by a judgment creditor to attach or levy upon any
asset of the Borrower or any of its Significant Subsidiaries to enforce any such
judgment;

         (m)      an ERISA Event shall have occurred that, in the opinion of the
Required Lenders, when taken together with all other ERISA Events that have
occurred, would reasonably be expected to result in a Material Adverse Effect;

         (n)      any Lien purported to be created under any Security Document
shall cease to be, or shall be asserted by the Borrower not to be, a valid and
perfected Lien on any Collateral, with the priority required by the applicable
Security Document, except as a result of a sale or other disposition of the
applicable Collateral in a transaction permitted under the Loan Documents; or

         (o)      the Effective Date Receivables Financing (or any replacement
Receivables Financing entered into in accordance with this Agreement and on
terms satisfactory to the Administrative Agent) shall have been terminated,
whether voluntarily or otherwise; provided that any such termination of the
Effective Date Receivables Financing (or any such replacement Receivables
Financing) shall not constitute an Event of Default hereunder if (a) the
Effective Date Receivables Financing (or such replacement Receivables Financing)
has been replaced with another Receivables Financing on terms satisfactory to
the Administrative Agent or (b) Average Facility Availability (calculated on the
date of termination of the Effective Date Receivables Financing) is equal to or
greater than 125% of the aggregate amount of the outstandings under the
Effective Date Receivables Financing (or such replacement Receivables Financing)
(calculated immediately before giving effect to its termination);

then, and in every such event (except an event with respect to the Borrower
described in clause (h) or (i) above), and at any time thereafter during the
continuance of such event, the Administrative Agent may, and at the request of
the Required Lenders shall, by notice to the Borrower, take either or both of
the following actions, at the same or different times: (i) terminate the
Commitments, and thereupon the Commitments shall terminate immediately, and (ii)
declare the Loans then outstanding to be due and payable in whole (or in part,
in which case any principal not so declared to be due and payable may thereafter
be declared to be due and payable), and thereupon the principal of the Loans so
declared to be due and payable, together with accrued interest thereon and all
fees and other

                                      H-92
<PAGE>

obligations of the Borrower accrued hereunder, shall become due and payable
immediately, without presentment, demand, protest or other notice of any kind,
all of which are waived by the Borrower; and in the case of any event with
respect to the Borrower described in clause (h) or (i) above, the Commitments
shall automatically terminate and the principal of the Loans then outstanding,
together with accrued interest thereon and all fees and other obligations of the
Borrower accrued hereunder, shall automatically become due and payable, without
presentment, demand, protest or other notice of any kind, all of which are
waived by the Borrower. Additionally, and without limiting the generality of the
foregoing, on each Business Day during a Sweep Period (as defined in the
Security Agreement), the Collateral Agent may apply funds on deposit in the Cash
Collateral Account in accordance with Section 5(f) of the Security Agreement.

                                   ARTICLE 8
                                   THE AGENTS

         Section 8.01. Appointment and Authorization. Each Lender Party
irrevocably appoints each Agent as its agent and authorizes each Agent to take
such actions as agent on its behalf and to exercise such powers as are delegated
to the Agent by the terms of the Loan Documents, together with such actions and
powers as are reasonably incidental thereto.

         Section 8.02. Rights and Powers as a Lender. Each Agent shall, in its
capacity as a Lender, have the same rights and powers as any other Lender and
may exercise or refrain from exercising the same as though it were not one of
the Agents. Each Agent and its Affiliates may accept deposits from, lend money
to and generally engage in any kind of business with the Borrower or any
Subsidiary or Affiliate of the Borrower as if it were not an Agent hereunder.

         Section 8.03. Limited Duties and Responsibilities. None of the Agents
shall have any duties or obligations except those expressly set forth in the
Loan Documents. Without limiting the generality of the foregoing, (a) none of
the Agents shall be subject to any fiduciary or other implied duties, regardless
of whether a Default has occurred and is continuing, (b) none of the Agents
shall have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly
contemplated by the Loan Documents that such Agent is required in writing to
exercise by the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary under the circumstances as provided in Section
9.02), and (c) except as expressly set forth in the Loan Documents, none of the
Agents shall have any duty to disclose, or shall be liable for any failure to
disclose, any information relating to the Borrower or any of its Subsidiaries
that is communicated to or obtained by the Agent or any of its Affiliates in any
capacity. None of the Agents

                                      H-93
<PAGE>

shall be liable for any action taken or not taken by it with the consent or at
the request of the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary under the circumstances as provided in Section
9.02) or in the absence of its own gross negligence or willful misconduct. Each
Agent shall be deemed not to have knowledge of any Default unless and until
written notice thereof is given to such Agent by the Borrower or a Lender, and
none of the Agents shall be responsible for or have any duty to ascertain or
inquire into (i) any statement, warranty or representation made in or in
connection with any Loan Document, (ii) the contents of any certificate, report
or other document delivered thereunder or in connection therewith, (iii) the
performance or observance of any of the covenants, agreements or other terms or
conditions set forth in any Loan Document, (iv) the validity, enforceability,
effectiveness or genuineness of any Loan Document or any other agreement,
instrument or document, or (v) the satisfaction of any condition set forth in
Article 4 or elsewhere in any Loan Document, other than to confirm receipt of
items expressly required to be delivered to such Agent.

         Section 8.04. Authority to Rely on Certain Writings, Statements and
Advice. Each Agent shall be entitled to rely on, and shall not incur any
liability for relying on, any notice, request, certificate, consent, statement,
instrument, document or other writing believed by it to be genuine and to have
been signed or sent by the proper Person. Each Agent also may rely on any
statement made to it orally or by telephone and believed by it to be made by the
proper Person, and shall not incur any liability for relying thereon. Each Agent
may consult with legal counsel (who may be counsel for the Borrower),
independent accountants and other experts selected by it, and shall not be
liable for any action taken or not taken by it in accordance with the advice of
any such counsel, accountants or experts.

         Section 8.05. Sub-Agents and Related Parties. Each Agent may perform
any and all its duties and exercise its rights and powers by or through one or
more sub-agents appointed by it. Each Agent and any such sub-agent may perform
any and all its duties and exercise its rights and powers through their
respective Related Parties. The exculpatory provisions of the preceding Sections
of this Article shall apply to any such sub-agent and to the Related Parties of
each Agent and any such sub-agent, and shall apply to activities in connection
with the syndication of the credit facilities provided for herein as well as
activities as an Agent hereunder.

         Section 8.06. Resignation; Successor Agents. Subject to the appointment
and acceptance of a successor Agent as provided in this Section, any Agent may
resign at any time (and, upon the request of the Required Lenders, JPMorgan
Chase Bank will so resign) by notifying the Lenders, the LC Issuing Bank and the
Borrower. Upon any such resignation, the Required Lenders shall have the right,
in consultation with the Borrower, to appoint a successor Agent; provided that
consultation with the Borrower shall not be required if an Event of Default
shall

                                      H-94
<PAGE>

have occurred and be continuing. If no successor Agent shall have been so
appointed by the Required Lenders and shall have accepted such appointment
within 30 days after the retiring Agent gives notice of its resignation, then
the retiring Agent may, on behalf of the Lenders and the LC Issuing Bank,
appoint a successor Agent which shall be a bank or financial institution with an
office in New York, New York, or an Affiliate of any such bank or financial
institution. Upon acceptance of its appointment as Agent hereunder by a
successor Agent, such successor Agent shall succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Agent, and the
retiring Agent shall be discharged from its duties and obligations hereunder.
The fees payable by the Borrower to a successor Agent shall be the same as those
payable to its predecessor unless otherwise agreed by the Borrower and such
successor Agent. After any retiring Agent's resignation hereunder as Agent, the
provisions of this Article and Section 9.03 shall continue in effect for the
benefit of such retiring Agent, its sub-agents and their respective Related
Parties in respect of any actions taken or omitted to be taken by any of them
while the retiring Agent was acting as an Agent hereunder.

         Section 8.07. Credit Decisions by Lenders. Each Lender acknowledges
that it has, independently and without reliance on any Agent or any other Lender
Party and based on such documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement. Each
Lender also acknowledges that it will, independently and without reliance on any
Agent or any other Lender Party and based on such documents and information as
it shall from time to time deem appropriate, continue to make its own decisions
in taking or not taking action under or based on this Agreement, any other Loan
Document or related agreement or any document furnished hereunder or thereunder.

         Section 8.08. Agents' Fees. The Borrower shall pay to each Agent for
its own account fees in the amounts and at the times previously agreed upon by
the Borrower and such Agent.

         Section 8.09. Collateral Agent and Co-Collateral Agent. If the
Collateral Agent or the Co-Collateral Agent (each referred to in this Section
(and solely for purposes of this Section) as a "COLLATERAL AGENT" and,
collectively, as the "COLLATERAL AGENTS") proposes any (or proposes any
adjustment or revision to any existing) Availability Reserve, Dilution Reserve,
advance rate in respect of Eligible Receivables or any other borrowing base
eligibility standards, or makes any other proposal regarding a determination or
action which may be made by the Collateral Agents pursuant to this Agreement or
any Security Document, the other Collateral Agent shall respond to such proposal
within three Domestic Business Days. In the event that the Collateral Agents
cannot agree on Availability Reserves, Dilution Reserves, advance rates in
respect of Eligible Receivables, any other borrowing base eligibility standards
or any other action or determination which may be made by the Collateral Agents
pursuant to this Agreement or any

                                      H-95
<PAGE>

Security Document, the determination shall be made by the Collateral Agent
either asserting the more conservative credit judgment or declining to permit
the requested action for which consent is being sought by the Borrower, as
applicable.

                                    ARTICLE 9
                                  MISCELLANEOUS

         Section 9.01. Notices. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

         (a)      if to the Borrower, to it at 600 Grant Street, Room 1325,
Pittsburgh, Pennsylvania 15219, Attention of Treasurer (Facsimile No. (412)
433-4567);

         (b)      if to the Administrative Agent or to the Swingline Lender, to
JPMorgan Chase Bank, Loan and Agency Services Group, 1111 Fannin, 10th Floor,
Houston, Texas 77002, Attention of Bang Tran (Telecopy No. (713) 750-2223); with
a copy to JPMorgan Chase Bank, 270 Park Avenue, 4th Floor, New York, New York
10017, Attention of James Ramage (Facsimile No. (212) 270-5100);

         (c)      if to the Collateral Agent, to JPMorgan Chase Bank, 270 Park
Avenue, 29th Floor, New York, New York 10017, Attention of Scott Troy (Facsimile
No. (212) 270-7449); with a copy to JPMorgan Chase Bank, 270 Park Avenue, 4th
Floor, New York, New York 10017, Attention of James Ramage (Facsimile No. (212)
270-5100);

         (d)      if to the Co-Collateral Agent, to General Electric Capital
Corporation, 500 West Monroe Street, 12th Floor, Chicago, Illinois 60661,
Attention of Account Manager - United States Steel (Facsimile No. (312)
463-3889);

         (e)      if to JPMorgan Chase Bank, as LC Issuing Bank, to it at 270
Park Avenue, 21st Floor, New York, NY 10017, Attention of Carlos Morales
(Facsimile No. (212) 270-4724); with a copy to JPMorgan Chase Bank, 270 Park
Avenue, 4th Floor, New York, New York 10017, Attention of James Ramage
(Facsimile No. (212) 270-5100);

         (f)      if to any other Lender, to it at its address (or facsimile
number) set forth in its Administrative Questionnaire.

         Any party hereto may change its address or telecopy number for notices
and other communications hereunder by notice to the Administrative Agent and

                                      H-96
<PAGE>

the Borrower. All notices and other communications given to any party hereto in
accordance with the provisions of this Agreement will be deemed to have been
given on the date of receipt.

         Section 9.02. Waivers; Amendments. (a) No failure or delay by any
Lender Party in exercising any right or power hereunder or under any other Loan
Document shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right or power, or any abandonment or discontinuance of
steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power. The rights and remedies of
the Lender Parties under the Loan Documents are cumulative and are not exclusive
of any rights or remedies that they would otherwise have. No waiver of any
provision of any Loan Document or consent to any departure by the Borrower
therefrom shall in any event be effective unless the same shall be permitted by
subsection (b) of this Section, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given.
Without limiting the generality of the foregoing, neither the making of a Loan
nor the issuance, amendment, renewal or extension of a Letter of Credit shall be
construed as a waiver of any Default, regardless of whether any Lender Party had
notice or knowledge of such Default at the time.

         (b)      No Loan Document or provision thereof may be waived, amended
or modified except, in the case of this Agreement, by an agreement or agreements
in writing entered into by the Borrower and the Required Lenders or, in the case
of any other Loan Document, by an agreement or agreements in writing entered
into by the parties thereto with the consent of the Required Lenders; provided
that no such agreement shall:

                  (i)      increase the Commitment of any Lender without its
         written consent;

                  (ii)     reduce the principal amount of any Loan or LC
         Disbursement or reduce the rate of interest thereon, or reduce any fee
         payable hereunder, without the written consent of each Lender Party
         affected thereby;

                  (iii)    postpone the maturity of any Loan, or the required
         date of any mandatory payment of principal (including without
         limitation pursuant to Section 2.10(b), or the required date of
         reimbursement of any LC Disbursement, or any date for the payment of
         any interest or fee payable hereunder, or reduce the amount of, waive
         or excuse any such payment, or postpone the scheduled date of
         expiration of any Commitment, without the written consent of each
         Lender Party affected thereby;

                                      H-97
<PAGE>

                  (iv)     change Section 2.18(b) or 2.18(c) in a manner that
         would alter the pro rata sharing of payments required thereby, without
         the written consent of each Lender;

                  (v)      change any provision of this Section or the
         percentage set forth in the definition of "Required Lenders" or any
         other provision of any Loan Document specifying the number or
         percentage of Lenders required to take any action thereunder, without
         the written consent of each Lender;

                  (vi)     release all or any substantial portion of the
         Collateral from the Transaction Liens, without the written consent of
         each Lender (it being understood that, for purposes of this Section
         9.02(b)(vi), a release of Collateral comprising 10% or more of the
         Borrowing Base in effect on the date of such release shall constitute
         release of a substantial portion of Collateral);

                  (vii)    Reserved;

                  (viii)   increase the Borrowing Base advance rates, eliminate
         or reduce Availability Reserves or otherwise cause the Borrowing Base
         to be increased, without the written consent of Lenders having
         aggregate Exposures and unused Commitments representing at least 85% of
         the sum of all Exposures and unused Commitments at such time;

                  (ix)     increase the aggregate amount of the Commitments by
         an amount in excess of the amount permitted pursuant to Section
         2.20(c), or amend Section 2.20(c) to permit increases in the aggregate
         Commitments in excess of an aggregate amount equal to $100,000,000
         during the term of this Agreement, without the written consent of the
         Collateral Agent, the Co-Collateral Agent and the Required Lenders (it
         being understood that an increase in the Commitment of any Lender is
         subject to clause (i) above); or

                  (x)      unless signed by a Designated Lender or its
         Designating Lender, subject such Designated Lender to any additional
         obligation or affect its rights hereunder (unless the rights of all the
         Lenders are similarly affected); and

provided further that no such agreement shall amend, modify or otherwise affect
the rights or duties of any Agent, the LC Issuing Bank or the Swingline Lender
without its prior written consent; and provided further that neither a reduction
or termination of Commitments pursuant to Section 2.08 or 2.11, nor an increase
in Commitments pursuant to Section 2.20, constitutes an amendment, waiver or
modification for purposes of this Section 9.02.

                                      H-98
<PAGE>

         (c)      Notwithstanding the foregoing, if the Required Lenders enter
into or consent to any waiver, amendment or modification pursuant to subsection
(b) of this Section, no consent of any other Lender will be required if, when
such waiver, amendment or modification becomes effective, (i) the Commitment of
each Lender not consenting thereto terminates and (ii) all amounts owing to it
or accrued for its account hereunder are paid in full.

         Section 9.03. Expenses; Indemnity; Damage Waiver. (a) The Borrower
shall pay (i) all reasonable and documented out-of-pocket expenses incurred by
each Arranger, each Agent and their respective Affiliates, including, without
limitation, the reasonable fees, charges and disbursements of (x) Davis Polk &
Wardwell, special counsel for the Administrative Agent, and (y) Paul, Hastings,
Janofsky & Walker LLP, special counsel to the Co-Collateral Agent, in connection
with the syndication of the credit facilities provided for herein, the
preparation and administration of the Loan Documents and any amendments,
modifications or waivers of the provisions thereof (whether or not the
transactions contemplated hereby or thereby shall be consummated), (ii) all
reasonable and documented out-of-pocket expenses incurred by the LC Issuing Bank
in connection with the issuance, amendment, renewal or extension of any Letter
of Credit or any demand for payment thereunder and (iii) all out-of-pocket
expenses incurred by any Lender Party, including the fees, charges and
disbursements of any counsel for any Lender Party, in connection with the
enforcement or protection of its rights in connection with the Loan Documents
(including its rights under this Section), the Letters of Credit or the Loans,
including all such out-of-pocket expenses incurred during any workout,
restructuring or negotiations in respect of the Letters of Credit or the Loans.

         (b)      The Borrower shall indemnify each of the Lender Parties and
their respective Related Parties (each such Person being called an "INDEMNITEE")
against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses, including the fees, charges and
disbursements of counsel for any Indemnitee, incurred by or asserted against any
Indemnitee arising out of, in connection with, or as a result of (i) the
execution or delivery of any Loan Document or any other agreement or instrument
contemplated hereby, the performance by the parties to the Loan Documents of
their respective obligations thereunder or the consummation of the Transactions
or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit
or the use of the proceeds therefrom (including any refusal by the LC Issuing
Bank to honor a demand for payment under a Letter of Credit if the documents
presented in connection with such demand do not comply with the terms of such
Letter of Credit), (iii) any actual or alleged presence or release of Hazardous
Materials on or from any property currently or formerly owned or operated by the
Borrower or any Subsidiary, or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory and regardless of whether any Indemnitee is a

                                      H-99
<PAGE>

party thereto; provided that (i) such indemnity shall not be available to any
Indemnitee to the extent that such losses, claims, damages, liabilities or
related expenses are determined by a court of competent jurisdiction by final
and nonappealable judgment to have resulted from such Indemnitee's gross
negligence or willful misconduct; (ii) such indemnity shall not be available to
any Indemnitee for losses, claims, damages, liabilities or related expenses
arising out of a proceeding in which such Indemnitee and the Borrower are
adverse parties to the extent that the Borrower prevails on the merits, as
determined by a court of competent jurisdiction (it being understood that
nothing in this Agreement shall preclude a claim or suit by the Borrower against
any Indemnitee for such Indemnitee's failure to perform any of its obligations
to the Borrower under the Loan Documents); (iii) the Borrower shall not, in
connection with any such proceeding or related proceedings in the same
jurisdiction and in the absence of conflicts of interest, be liable for the fees
and expenses of more than one law firm at any one time for the Indemnitees
(which law firm shall be selected (x) by mutual agreement of the Administrative
Agent and the Borrower or (y) if no such agreement has been reached following
the Administrative Agent's good faith consultation with the Borrower with
respect thereto, by the Administrative Agent in its sole discretion); (iv) each
Indemnitee shall give the Borrower (x) prompt notice of any such action brought
against such Indemnitee in connection with a claim for which it is entitled to
indemnity under this Section and (y) an opportunity to consult from time to time
with such Indemnitee regarding defensive measures and potential settlement; and
(v) the Borrower shall not be obligated to pay the amount of any settlement
entered into without its written consent (which consent shall not be
unreasonably withheld).

         (c)      To the extent that the Borrower fails to pay any amount
required to be paid by it to any Agent, the LC Issuing Bank or the Swingline
Lender under subsection (a) or (b) of this Section, each Lender severally agrees
to pay to such Agent, the LC Issuing Bank or the Swingline Lender, as the case
may be, such Lender's pro rata share (determined as of the time that the
applicable unreimbursed expense or indemnity payment is sought) of such unpaid
amount; provided that the unreimbursed expense or indemnified loss, claim,
damage, liability or related expense, as the case may be, was incurred by or
asserted against such Agent, the LC Issuing Bank or the Swingline Lender in its
capacity as such. For purposes hereof, a Lender's "PRO RATA SHARE" shall be
determined based on its share of the sum of the total Exposures and unused
Commitments at the time.

         (d)      To the extent permitted by applicable law, the Borrower shall
not assert, and each hereby waives, any claim against any Indemnitee, on any
theory of liability, for special, indirect, consequential or punitive damages
(as opposed to direct or actual damages) arising out of, in connection with, or
as a result of, this Agreement or any agreement or instrument contemplated
hereby, the Transactions, any Loan or Letter of Credit or the use of the
proceeds thereof.

                                     H-100
<PAGE>

         (e)      All amounts due under this Section shall be payable within
five Business Days after written demand therefor.

         Section 9.04. Successors and Assigns. (a) The provisions of this
Agreement shall be binding on and inure to the benefit of the parties hereto and
their respective successors and assigns permitted hereby (including any
Affiliate of the LC Issuing Bank that issues any Letter of Credit), except that
the Borrower may not assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of each Lender (and any
attempted assignment or transfer by the Borrower without such consent shall be
null and void). Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (except the parties hereto, their respective
successors and assigns permitted hereby (including any Affiliate of the LC
Issuing Bank that issues any Letter of Credit) and, to the extent expressly
provided herein, the Related Parties of the Lender Parties) any legal or
equitable right, remedy or claim under or by reason of this Agreement.

         (b)      Any Lender may assign to one or more assignees all or a
portion of its rights and obligations under this Agreement (including all or a
portion of any Commitment it has at the time and any Loans at the time owing to
it); provided that:

                  (i)      except in the case of an assignment to a Lender or a
         Lender Affiliate, each of the Borrower and the Administrative Agent
         (and, in the case of an assignment of all or a portion of a Commitment
         or any Lender's obligations in respect of its LC Exposure or Swingline
         Exposure, the LC Issuing Bank and the Swingline Lender) must give their
         prior written consent to such assignment (which consents shall not be
         unreasonably withheld);

                  (ii)     each partial assignment shall be made as an
         assignment of a proportionate part of all the assigning Lender's rights
         and obligations under this Agreement;

                  (iii)    unless each of the Borrower and the Administrative
         Agent otherwise consent, the amount of the Commitment or Loans of the
         assigning Lender subject to each such assignment (determined as of the
         date on which the relevant Assignment is delivered to the
         Administrative Agent) shall not be less than $5,000,000; provided that
         this clause (iii) shall not apply to an assignment to a Lender or a
         Lender Affiliate or an assignment of the entire remaining amount of the
         assigning Lender's Commitment or Loans;

                  (iv)     the parties to each assignment shall execute and
         deliver to the Administrative Agent an Assignment, together with a
         processing and recordation fee of $3,500; provided that only one such
         fee shall be due in

                                     H-101
<PAGE>

         respect of a simultaneous assignment to more than one Lender Affiliate;
         and provided further that no such processing and recordation fee shall
         be payable in connection with any assignment by the Co-Collateral
         Agent; and

                  (v)      the assignee, if it shall not be a Lender, shall
         deliver to the Administrative Agent a completed Administrative
         Questionnaire;

and provided further that any consent of the Borrower otherwise required under
this subsection shall not be required if an Event of Default has occurred and is
continuing. Subject to acceptance and recording thereof pursuant to subsection
(d) of this Section, from and after the effective date specified in each
Assignment the assignee thereunder shall be a party hereto and, to the extent of
the interest assigned by such Assignment, have the rights and obligations of a
Lender under this Agreement, and the assigning Lender thereunder shall, to the
extent of the interest assigned by such Assignment, be released from its
obligations under this Agreement (and, in the case of an Assignment covering all
of the assigning Lender's rights and obligations under this Agreement, such
Lender shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 2.15, 2.16, 2.17 and 9.03). Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with
this subsection shall be treated for purposes of this Agreement as a sale by
such Lender of a participation in such rights and obligations in accordance with
subsection (e) of this Section.

         (c)      The Administrative Agent, acting for this purpose as an agent
of the Borrower, shall maintain at one of its offices in New York City a copy of
each Assignment delivered to it and a register for the recordation of the names
and addresses of the Lenders, their respective Commitments and the principal
amounts of the Loans and LC Disbursements owing to each Lender pursuant to the
terms hereof from time to time (the "REGISTER"). The entries in the Register
shall be conclusive (absent manifest error), and the parties hereto may treat
each Person whose name is recorded in the Register pursuant to the terms hereof
as a Lender for all purposes of this Agreement, notwithstanding notice to the
contrary. The Register shall be available for inspection by any party hereto at
any reasonable time and from time to time upon reasonable prior notice.

         (d)      Upon its receipt of a duly completed Assignment executed by an
assigning Lender and an assignee, the assignee's completed Administrative
Questionnaire (unless the assignee shall already be a Lender hereunder), any
processing and recordation fee referred to in, and payable pursuant to,
subsection (b) of this Section and any written consent to such assignment
required by subsection (b) of this Section, the Administrative Agent shall
accept such Assignment and record the information contained therein in the
Register. No assignment shall be effective for purposes of this Agreement unless
it has been recorded in the Register as provided in this subsection.

                                     H-102
<PAGE>

         (e)      Any Lender may, without the consent of the Borrower or any
other Lender Party, sell participations to one or more banks or other entities
("PARTICIPANTS") in all or a portion of such Lender's rights and obligations
under this Agreement (including all or a portion of its Commitments and the
Loans owing to it); provided that (i) such Lender's obligations under this
Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (iii) the Borrower and the other Lender Parties shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement. Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce the Loan Documents and to approve any amendment,
modification or waiver of any provision of the Loan Documents; provided that
such agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver
described in clause (i), (ii), (iii) or (vii) of the first proviso to Section
9.02(b) that affects such Participant. Subject to subsection (f) of this
Section, each Participant shall be entitled to the benefits of Sections 2.15,
2.16 and 2.17 to the same extent as if it were a Lender and had acquired its
interest by assignment pursuant to subsection (b) of this Section. To the extent
permitted by law, each Participant also shall be entitled to the benefits of
Section 9.09 as though it were a Lender, provided that such Participant agrees
to be subject to Section 2.18(c) as though it were a Lender.

         (f)      A Participant shall not be entitled to receive any greater
payment under Section 2.15 or 2.17 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
Borrower's prior written consent. A Participant that would be a Foreign Lender
if it were a Lender shall not be entitled to the benefits of Section 2.17 unless
the Borrower is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrower, to comply with Section
2.17(e) as though it were a Lender.

         (g)      Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank, and this Section shall not apply to any
such pledge or assignment of a security interest; provided that no such pledge
or assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.

         Section 9.05. Designated Lenders. Subject to the provisions of this
Section 9.05(a), any Lender may from time to time elect to designate an Eligible
Designee to provide all or a portion of the Loans to be made by such Lender
pursuant to this Agreement; provided that such designation shall not be
effective

                                     H-103
<PAGE>

unless the Borrower and the Administrative Agent consent thereto. When a Lender
and its Eligible Designee shall have signed an agreement substantially in the
form of Exhibit H hereto (a "DESIGNATION AGREEMENT") and the Borrower and the
Administrative Agent shall have signed their respective consents thereto, such
Eligible Designee shall become a Designated Lender for purposes of this
Agreement. The Designating Lender shall thereafter have the right to permit such
Designated Lender to provide all or a portion of the loans to be made by such
Designating Lender pursuant to Section 2.01 and the making of such Loans or
portions thereof shall satisfy the obligation of the Designating Lender to the
same extent, and as if, such Loans or portion thereof were made by the
Designating Lender. As to any Loans or portion thereof made by it, each
Designated Lender shall have all the rights that a Lender making such Loans or
portion thereof would have had under this Agreement and otherwise; provided that
(x) its voting rights under this Agreement shall be exercised solely by its
Designating Lender and (y) its Designating Lender shall remain solely
responsible to the other parties hereto for the performance of its obligations
under this Agreement, including its obligations in respect of the Loans or
portion thereof made by it. No additional promissory note shall be required to
evidence Loans or portions thereof made by a Designated Lender; and the
Designating Lender shall be deemed to hold any promissory note issued pursuant
to Section 2.09(e) as agent for its Designated Lender to the extent of the Loans
or portion thereof funded by such Designated Lender. Each Designating Lender
shall act as administrative agent for its Designated Lender and give and receive
notices and other communications on its behalf. Any payments for the account of
any Designated Lender shall be paid to its Designating Lender as administrative
agent for such Designated Lender and neither the Borrower nor the Administrative
Agent shall be responsible for any Designating Lender's application of such
payments. In addition, any Designated Lender may (i) with notice to, but without
the prior written consent of, the Borrower or the Administrative Agent, assign
all or portions of its interest in any Loans to its Designating Lender or to any
financial institutions consented to by the Borrower and the Administrative Agent
providing liquidity and/or credit facilities to or for the account of such
Designated Lender to support the funding of Loans or portions thereof made by
such Designated Lender and (ii) disclose on a confidential basis any non-public
information relating to its Loans or portions thereof to any rating agency,
commercial paper dealer or provider of any guarantee, surety, credit or
liquidity enhancement to such Designated Lender.

         (b)      Each party to this Agreement agrees that it will not institute
against, or join any other Person in instituting against, any Designated Lender
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceeding or other proceeding under any federal or state bankruptcy or similar
law, for one year and a day after all outstanding senior indebtedness of such
Designated Lender is paid in full. The Designating Lender for each Designated
Lender agrees to indemnify, save, and hold harmless each other party hereto for
any loss, cost, damage and expense arising out of its inability to institute any
such proceeding

                                     H-104
<PAGE>

against such Designated Lender. This Section 9.05(b) shall survive the
termination of this Agreement.

         Section 9.06. Survival. All covenants, agreements, representations and
warranties made by the Borrower in the Loan Documents and in certificates or
other instruments delivered in connection with or pursuant to the Loan Documents
shall be considered to have been relied upon by the other parties hereto and
shall survive the execution and delivery of the Loan Documents and the making of
any Loans and issuance of any Letters of Credit, regardless of any investigation
made by any such other party or on its behalf and notwithstanding that any
Lender Party may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect as long as any principal of or accrued
interest on any Loan or any fee or other amount payable hereunder is outstanding
and unpaid or any Letter of Credit is outstanding or any Commitment has not
expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and
Article 8 shall survive and remain in full force and effect regardless of the
consummation of the Transactions, the repayment of the Loans, the expiration or
termination of the Letters of Credit and the Commitments or the termination of
this Agreement or any provision hereof.

         Section 9.07. Counterparts; Integration; Effectiveness. This Agreement
may be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement, the other
Loan Documents and any separate letter agreements with respect to fees payable
to any Agent constitute the entire contract among the parties relating to the
subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except
as provided in Section 4.01, this Agreement (i) will become effective when the
Administrative Agent shall have signed this Agreement and received counterparts
hereof that, when taken together, bear the signatures of each of the other
parties hereto and (ii) thereafter will be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns. Delivery of
an executed counterpart of a signature page of this Agreement by telecopy will
be effective as delivery of a manually executed counterpart of this Agreement.

         Section 9.08. Severability. If any provision of any Loan Document is
invalid, illegal or unenforceable in any jurisdiction then, to the fullest
extent permitted by law, (i) such provision shall, as to such jurisdiction, be
ineffective to the extent (but only to the extent) of such invalidity,
illegality or unenforceability, (ii) the other provisions of the Loan Documents
shall remain in full force and effect in such jurisdiction and shall be
liberally construed in favor of the Lender Parties in order to carry out the
intentions of the parties thereto as nearly as may be possible and (iii) the
invalidity, illegality or unenforceability of any such

                                     H-105
<PAGE>

provision in any jurisdiction shall not affect the validity, legality or
enforceability of such provision in any other jurisdiction.

         Section 9.09. Right of Setoff. If an Event of Default shall have
occurred and be continuing, each Lender and each of its Affiliates is authorized
at any time and from time to time, to the fullest extent permitted by law, to
set off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other obligations at any time owing
by such Lender or Affiliate to or for the credit or the account of the Borrower
against any obligations of the Borrower now or hereafter existing hereunder and
held by such Lender, irrespective of whether or not such Lender shall have made
any demand hereunder and although such obligations may be unmatured. The rights
of each Lender under this Section are in addition to other rights and remedies
(including other rights of setoff) that such Lender may have.

         Section 9.10. Governing Law; Jurisdiction; Consent to Service of
Process. (a) This Agreement shall be construed in accordance with and governed
by the law of the State of New York.

         (b)      The Borrower irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of the Supreme Court
of the State of New York sitting in New York County and of the United States
District Court of the Southern District of New York, and any relevant appellate
court, in any action or proceeding arising out of or relating to any Loan
Document, or for recognition or enforcement of any judgment, and each party
hereto irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in such New York State
court or, to the extent permitted by law, in such Federal court. Each party
hereto agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Nothing in any Loan Document shall affect
any right that any Lender Party may otherwise have to bring any action or
proceeding relating to any Loan Document against the Borrower or its properties
in the courts of any jurisdiction.

         (c)      The Borrower irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection that it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to any Loan Document in any court referred to in
subsection (b) of this Section. Each party hereto irrevocably waives, to the
fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of any such suit, action or proceeding in any such court.

         (d)      Each party hereto irrevocably consents to service of process
in the manner provided for notices in Section 9.01. Nothing in any Loan Document
will

                                     H-106
<PAGE>

affect the right of any party hereto to serve process in any other manner
permitted by law.

         Section 9.11. WAIVER OF JURY TRIAL. EACH PARTY HERETO WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO ANY LOAN DOCUMENT OR ANY TRANSACTION CONTEMPLATED THEREBY (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

         Section 9.12. Headings. Article and Section headings and the Table of
Contents herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

         Section 9.13. Confidentiality. Each Lender Party agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its and its Affiliates' directors, officers, employees
and agents, including accountants, legal counsel and other advisors (it being
understood that the Persons to whom such disclosure is made will be informed of
the confidential nature of such Information and instructed to keep such
Information confidential), (b) to the extent requested by any regulatory
authority, (c) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process, (d) to any other party to this Agreement,
(e) in connection with the exercise of any remedy hereunder or any suit, action
or proceeding relating to any Loan Document or the enforcement of any right
thereunder, (f) subject to an agreement containing provisions substantially the
same as those of this Section, to (i) any actual or prospective assignee of or
Participant in any of its rights or obligations under this Agreement or (ii) any
actual or prospective counterparty (or its advisors) to any swap or derivative
transaction relating to the Borrower and its obligations, (g) with the consent
of the Borrower or (h) to the extent such Information either (i) becomes
publicly available other than as a result of a breach of this Section or (ii)
becomes available to any Lender Party on a nonconfidential basis from a source
other than the Borrower. For the purposes of this Section, "INFORMATION" means
all information received from the Borrower relating to the Borrower or its
business, other than any such information that is available to any Lender Party
on a nonconfidential basis before disclosure by the Borrower; provided that, in
the case of information received from the Borrower after the date

                                     H-107
<PAGE>

hereof, such information is clearly identified at the time of delivery as
confidential.

         Notwithstanding the foregoing, effective from the date of commencement
of discussions concerning the transactions contemplated hereby, the parties
hereto and each of their employees, representatives or other agents may disclose
to any and all Persons, without limitation of any kind, the tax treatment and
tax structure of the transactions contemplated hereby and all materials of any
kind (including opinions or other tax analyses) that have been provided to them
relating to such tax treatment and tax structure.

         Section 9.14. Interest Rate Limitation. Notwithstanding anything herein
to the contrary, if at any time the interest rate applicable to any Loan,
together with all fees, charges and other amounts that are treated as interest
on such Loan under applicable law (collectively the "CHARGES"), shall exceed the
maximum lawful rate (the "MAXIMUM RATE") that may be contracted for, charged or
otherwise received by the Lender holding such Loan in accordance with applicable
law, the rate of interest payable in respect of such Loan hereunder, together
with all Charges payable in respect thereof, shall be limited to the Maximum
Rate and, to the extent lawful, the interest and Charges that would have been
payable in respect of such Loan but were not payable as a result of the
operation of this Section shall be cumulated and the interest and Charges
payable to such Lender in respect of other Loans or periods shall be increased
(but not above the Maximum Rate therefor) until such Lender shall have received
such cumulated amount, together with interest thereon at the Federal Funds
Effective Rate to the date of payment.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.

                                UNITED STATES STEEL CORPORATION

                                By: /s/ G. R. Haggerty
                                    --------------------------------------------
                                    Name:  G. R. Haggerty
                                    Title: Executive Vice President, Treasurer
                                           and Chief Financial Officer

                                     H-108
<PAGE>

                                JPMORGAN CHASE BANK, as
                                   Administrative Agent, Collateral Agent,
                                   Swingline Lender, LC Issuing Bank
                                   and Lender

                                By: /s/ James H. Ramage
                                    --------------------------------------------
                                    Name: James H. Ramage
                                    Title: Managing Director

                                     H-109
<PAGE>

                                GENERAL ELECTRIC CAPITAL
                                   CORPORATION, as Co-Collateral Agent
                                     and Lender

                                By: /s/ Gregory Eck
                                    --------------------------------------------
                                    Name: Gregory Eck
                                    Title: Duly Authorized Signatory

                                     H-110
<PAGE>

                                PRICING SCHEDULE

<TABLE>
<CAPTION>
                         Level I      Level II      Level III     Level IV
---------------------------------------------------------------------------
<S>                      <C>          <C>           <C>           <C>
Base Rate Margin          1.25%         1.50%         1.75%         2.00%
---------------------------------------------------------------------------
Euro-Dollar Margin        2.25%         2.50%         2.75%         3.00%
---------------------------------------------------------------------------
Commitment Fee Rate      0.625%         0.50%         0.50%        0.375%
---------------------------------------------------------------------------
</TABLE>

         For purposes of this Schedule, the following terms have the following
meanings:

         "Average Availability" on any day is an amount equal to the quotient of
(i) the sum of the end of day Facility Availability for each day during the most
recently ended fiscal quarter, divided by (ii) the number of days in such fiscal
quarter, all as determined by the Administrative Agent.

         "Level I Pricing" applies for any day if, on such day, Reference
Availability is equal to or greater than $400,000,000.

         "Level II Pricing" applies for any day if, on such day, Reference
Availability is equal to or greater than $225,000,000, but less than
$400,000,000.

         "Level III Pricing" applies for any day if, on such day, Reference
Availability is equal to or greater than $125,000,000, but less than
$225,000,000.

         "Level IV Pricing" applies for any day if, on such day, Reference
Availability is less than $125,000,000.

         "Pricing Level" refers to the determination of which of Level I, Level
II, Level III or Level IV Pricing applies for any day. Pricing Levels are
referred to in ascending order, e.g. Level I Pricing is the lowest Pricing Level
and Level IV Pricing is the highest Pricing Level.

         "Reference Availability" on any day is an amount equal to the lesser of
(i) Average Availability as determined on such day and (ii) end of day Facility
Availability calculated for the last day of the then most recently ended fiscal
quarter.

                                     H-111


</TEXT>
</DOCUMENT>
