OLYMPIC STEEL, INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

EXHIBIT 4.18

OLYMPIC STEEL, INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF MAY 28, 2008

COMERICA BANK,
AS ADMINISTRATIVE AGENT

FIFTH THIRD BANK,
AS DOCUMENTATION AGENT

LASALLE BANK MIDWEST NATIONAL ASSOCIATION
AS SYNDICATION AGENT

KEYBANK NATIONAL ASSOCIATION

TABLE OF CONTENTS

		Page
1. DEFINITIONS			1
1.1 Certain Defined Terms			1
2. REVOLVING CREDIT			25
2.1 Commitment			26
2.2 Accrual of Interest and Maturity; Evidence of Obligations			26
2.3 Requests for and Refundings and Conversions of Advances			27
2.4 Disbursement of Advances			29
2.5 Swing Line Advances			31
2.6 Prime-based Interest Payments			35
2.7 Eurocurrency-based Interest Payments			36
2.8 Interest Payments on Conversions			36
2.9 Interest on Default			36
2.10 Optional Prepayments			36
2.11 Prime-based Advance in Absence of Election or Upon Default			37
2.12 Revolving Credit Commitment Fee			37
2.13 Mandatory Repayment of Revolving Credit Advances and Reductions of the Revolving Credit Aggregate Commitment			37
2.14 Optional Reduction or Termination of Revolving Credit Aggregate Commitment			39
2.15 Use of Proceeds of Advances			39
2.16 Extensions of Revolving Credit Maturity Date			40
2.17 Optional Increase in Revolving Credit Aggregate Commitment			40
3. LETTERS OF CREDIT			42
3.1 Letters of Credit			42
3.2 Conditions to Issuance			43
3.3 Notice			44
3.4 Letter of Credit Fees			44
3.5 Other Fees			45
3.6 Drawings and Demands for Payment Under Letters of Credit			45
3.7 Obligations Irrevocable			47
3.8 Risk Under Letters of Credit			48
3.9 Indemnification			49
3.10 Right of Reimbursement			50
4. INTENTIONALLY OMITTED			50
5. CONDITIONS			51
5.1 Execution of Notes and this Agreement			51
5.2 Corporate Authority			51
5.3 Collateral Documents, Guaranties and other Loan Documents			51

TABLE OF CONTENTS
(continued)

		Page
5.4 Intentionally Omitted			52
5.5 Compliance with Certain Documents and Agreements			52
5.6 Opinion of Counsel			52
5.7 Company’s Certificate			53
5.8 Payment of Fees			53
5.9 Continuing Conditions			53
6. REPRESENTATIONS AND WARRANTIES			53
6.1 Corporate Authority			53
6.2 Due Authorization-Company			53
6.3 Due Authorization-Guarantors			54
6.4 Good Title, No Liens			54
6.5 Taxes			54
6.6 No Defaults			54
6.7 Enforceability of Agreement and Loan Documents—Company			54
6.8 Enforceability of Loan Documents—Guarantors			55
6.9 Compliance with Laws			55
6.10 Non-contravention—Company			55
6.11 Non-contravention—Guarantors			55
6.12 No Litigation			55
6.13 Consents, Approvals and Filings, Etc.			56
6.14 Agreements Affecting Financial Condition			56
6.15 No Investment Company or Margin Stock			56
6.16 ERISA			56
6.17 Conditions Affecting Business or Properties			57
6.18 Environmental and Safety Matters			57
6.19 Subsidiaries			57
6.20 Accuracy of Information			57
6.21 Labor Relations			58
6.22 Existing Debt			58
6.23 Solvency			58
6.24 Capitalization			59
6.25 Corporate Documents and Corporate Existence			59
7. AFFIRMATIVE COVENANTS			59
7.1 Financial Statements			59
7.2 Certificates; Other Information			60
7.3 Payment of Obligations			61
7.4 Conduct of Business and Maintenance of Existence; Compliance with Laws			61
7.5 Maintenance of Property; Insurance			61
7.6 Inspection of Property; Books and Records, Discussions			61

TABLE OF CONTENTS
(continued)

		Page
7.7 Notices. Promptly give notice to the Agent of:			62
7.8 Hazardous Material Laws			63
7.9 Consolidated Debt Service Coverage Ratio			63
7.10 Maintain Leverage Ratio			63
7.11 Governmental and Other Approvals			63
7.12 Compliance with ERISA			64
7.13 ERISA Notices			64
7.14 Security; Defense of Collateral			64
7.15 Appraisal Requirements			64
7.16 Use of Proceeds			65
7.17 Future Subsidiaries; Additional Collateral			65
7.18 Further Assurances			65
7.19 Availability			66
7.20 Depository and Securities Accounts			66
8. NEGATIVE COVENANTS			66
8.1 Limitation on Debt			66
8.2 Limitation on Liens			67
8.3 Limitation on Guarantee Obligations			68
8.4 Limitation on Mergers, other Fundamental Changes or Sale of Assets			68
8.5 Restricted Payments			69
8.6 Limitation on Capital Expenditures			70
8.7 Limitation on Investments, Loans and Advances			70
8.8 Transactions with Affiliates			71
8.9 Sale and Leaseback			72
8.10 Limitation on Negative Pledge Clauses			72
8.11 Prepayment of Debts			72
8.12 Amendment of Subordinated Debt Documents			72
8.13 Modification of Certain Agreements			72
8.14 Fiscal Year			73
8.15 Inventory Valuation Method			73
9. DEFAULTS			73
9.1 Events of Default			73
9.2 Exercise of Remedies			75
9.3 Rights Cumulative			76
9.4 Waiver by Company of Certain Laws			76
9.5 Waiver of Defaults			76
9.6 Set Off			76
10. PAYMENTS, RECOVERIES AND COLLECTIONS; MARGIN ADJUSTMENTS			77
10.1 Payment Procedure			77

TABLE OF CONTENTS
(continued)

		Page
10.2 Application of Proceeds of Collateral			78
10.3 Pro-rata Recovery			79
10.4 Margin Adjustments			79
11. CHANGES IN LAW OR CIRCUMSTANCES; INCREASED COSTS			80
11.1 Reimbursement of Prepayment Costs			80
11.2 Eurocurrency Lending Office			81
11.3 Circumstances Affecting Eurocurrency-based Rate Availability			81
11.4 Laws Affecting Eurocurrency-based Advance Availability			81
11.5 Increased Cost of Eurocurrency-based Advances			81
11.6 Capital Adequacy and Other Increased Costs			82
11.7 Substitution of Banks			83
11.8 Right of Banks to Fund through Branches and Affiliates			84
11.9 Duty to Mitigate			84
12. AGENT			84
12.1 Appointment of Agent			84
12.2 Deposit Account with Agent			85
12.3 Scope of Agent’s Duties			85
12.4 Successor Agent			85
12.5 Credit Decisions			86
12.6 Authority of Agent to Enforce This Agreement			86
12.7 Indemnification of Agent			86
12.8 Knowledge of Default			87
12.9 Agent’s Authorization; Action by Banks			87
12.10 Enforcement Actions by the Agent			87
12.11 Collateral Matters			88
12.12 Agent in its Individual Capacities			88
12.13 Agent’s Fees			88
12.14 Co-Agent or Other Titles			88
12.15 No Reliance on Agent’s Customer Identification Program			89
13. MISCELLANEOUS			89
13.1 Accounting Principles			89
13.2 Consent to Jurisdiction			89
13.3 Law of Michigan			90
13.4 Interest			90
13.5 Closing Costs and Other Costs; Indemnification			90
13.6 Notices			91
13.7 Further Action			92
13.8 Successors and Assigns; Participations; Assignments			92
13.9 Counterparts			95

TABLE OF CONTENTS
(continued)

		Page
13.10 Amendment and Waiver			95
13.11 Confidentiality			97
13.12 Withholding Taxes			97
13.13 Taxes and Fees			98
13.14 WAIVER OF JURY TRIAL			98
13.15 Complete Agreement; Conflicts			98
13.16 Severability			98
13.17 Table of Contents and Headings; Section References			99
13.18 Construction of Certain Provisions			99
13.19 Independence of Covenants			99
13.20 Reliance on and Survival of Various Provisions			99
13.21 Amendment and Restatement			99
13.22 Electronic Transmissions			99

TABLE OF CONTENTS
(Continued)

SCHEDULES

Schedule 1.1 Pricing Matrix

Schedule 1.2 Percentages and Allocations

Schedule 1.3 Subsidiaries which are not required to be Guarantors

Schedule 1.4 Real Property Owned by Company or a Subsidiary which is not Required to be Subject to a Mortgage in Favor of Agent for the Benefit of the Lenders

Schedule 1.5 Security Agreements

Schedule 1.6 Minimum Amounts for Advances, Refundings, Conversions and Paydowns

Schedule 5.2 List of Jurisdictions in which Company and/or Subsidiaries do material business

Schedule 5.3(b) Description of Property to be mortgaged

Schedule 5.3(c) Description of Leased Property

Schedule 5.3(e) List of Jurisdictions in which to file financing statements

Schedule 5.3(f) Existing Lockbox Arrangements

Schedule 6.1 Exceptions to Foreign Corporation Qualifications

Schedule 6.9 Compliance with Laws

Schedule 6.12 Litigation

Schedule 6.14 Agreements Affecting Financial Condition

Schedule 6.16 Employee Pension Benefit Plans

Schedule 6.18 Environmental Matters

Schedule 6.19 Subsidiaries

Schedule 6.20 Contingent Obligations

Schedule 6.21 Labor Relations

Schedule 6.24 Capitalization

Schedule 6.25 Corporate Information

Schedule 7.15 Appraisal Requirements

Schedule 7.17 Real Estate Requirements

Schedule 8.1(b) Existing Funded Debt

Schedule 8.2 Permitted Liens

Schedule 8.3 Existing Guaranties

Schedule 8.7 Existing Investments

Schedule 8.8 Transactions with Affiliates

Schedule 8.10 Negative Pledges

Schedule 13.6 Notices

TABLE OF CONTENTS
(Continued)

EXHIBITS

A FORM OF REQUEST FOR REVOLVING CREDIT ADVANCE

B FORM OF REVOLVING CREDIT NOTE

C FORM OF SWING LINE NOTE

D FORM OF REQUEST FOR SWING LINE ADVANCE

E FORM OF SWING LINE BANK PARTICIPATION CERTIFICATE

F FORM OF NOTICE OF LETTERS OF CREDIT

G FORM OF BORROWING BASE CERTIFICATE

H [RESERVED]

I FORM OF ASSIGNMENT AGREEMENT

J FORM OF GUARANTY

K [RESERVED]

L FORM OF INTERCOMPANY NOTE

M FORM OF COVENANT COMPLIANCE REPORT

N [RESERVED]

O [RESERVED]

P [RESERVED]

Q NEW BANK ADDENDUM

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

     This Second Amended and Restated Credit Agreement (“Agreement”) is dated as of May 28, 2008, by and among the financial institutions from time to time signatory hereto (individually a “Bank,” and any and all such financial institutions collectively the “Banks”), Comerica Bank, as administrative agent for the Banks (in such capacity, “Agent”), and Olympic Steel, Inc., an Ohio corporation (the “Company”).

RECITALS:

     A. Company, the Prior Lenders (as defined below), the Guarantors (as defined below) and the Prior Agents (as defined below) entered into that certain Credit and Security Agreement dated June 28, 2001 (as amended, the “Prior Credit Agreement”), pursuant to which the Prior Lenders agreed to extend certain facilities to Company, which Prior Credit Agreement was amended and restated under and pursuant to the terms of that certain Amended and Restated Credit Agreement dated as of December 30, 2002 by and among the Company, the Banks and the Agent (as amended, the “Amended and Restated Credit Agreement”).

     B. The Prior Agents resigned as such under the Prior Credit Agreement, Comerica Bank was appointed successor Administrative Agent under the Prior Credit Agreement and the Prior Lenders assigned to Comerica Bank their respective interests under the Prior Credit Agreement.

     C. Company, Guarantors, the Banks and the Agent have agreed to enter into this Agreement and any related Loan Documents required hereby in order to (i) amend and restate the Amended and Restated Credit Agreement, (ii) re-evidence the Obligations which shall be payable in accordance with the terms of this Agreement and (iii) set forth the terms and conditions under which the Banks will, from time to time, make loans or extend credit to or for the benefit of Company.

     D. Comerica Bank has agreed to act as administrative agent and collateral agent for the Banks hereunder.

     E. It is not the intention of the parties to this Agreement that this Agreement constitute a novation. From and after the Restatement Effective Date (as defined below), the Amended and Restated Agreement shall be amended and restated by this Agreement and all references herein to “hereunder”, “hereof” and “herein” or words if like import shall mean and be a reference to the Amended and Restated Credit Agreement as amended and restated hereby.

     NOW THEREFORE, in consideration of the covenants contained herein, the Company, the Banks, and the Agent agree that the Amended and Restated Credit Agreement is amended and restated as follows:

     1.1 Certain Defined Terms . For the purposes of this Agreement the following terms will have the following meanings:

     “Account(s)” shall mean any account or account receivable as defined under the UCC, including without limitation, with respect to any Person, any right of such Person to payment for goods sold or leased or for services rendered.

     “Account Debtor” shall mean the party who is obligated on or under any Account.

     “Account Party(ies)” shall mean, with respect to any Letter of Credit, the account party or parties (which shall be the Company or a Guarantor) as named in an application to the Agent for the issuance of such Letter of Credit.

     “Administrative Agent”, as such term is used in any Loan Document, shall mean the Agent.

     “Advance(s)” shall mean, as the context may indicate, a borrowing requested by the Company and made by the Revolving Credit Banks under Section 2.1 hereof or the Swing Line Bank under Section 2.5 hereof, including without limitation any readvance, refunding or conversion of such borrowing pursuant to Section 2.3 or 2.5 hereof, and any advance deemed to have been made in respect of a Letter of Credit under Section 3.6(a) hereof, and shall include, as applicable, a Eurocurrency-based Advance and a Prime-based Advance, and shall include all Existing Advances.

     “Affiliate” shall mean, with respect to any Person, any other Person or group acting in concert in respect of the first Person that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with such first Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person or group of Persons, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management and policies of such Person, whether through the ownership of voting securities or by contract or otherwise. Unless otherwise specified to the contrary herein, or the context requires otherwise, Affiliate shall refer to Affiliates of the Company.

     “Agent” shall mean Comerica Bank, in its capacity as agent for the Banks hereunder, or any successor agent appointed in accordance with Section 12.4 hereof.

     “Agent’s Correspondent” shall mean for Advances in eurodollars, Agent’s Grand Cayman Branch (or for the account of said branch office, at Agent’s main office in Detroit, Michigan, United States).

     “Alternate Base Rate” shall mean, for any day, an interest rate per annum equal to the Federal Funds Effective Rate in effect on such day, plus one percent (1%).

     “Amended and Restated Security Agreement” shall mean the Security Agreement described as item (S) on Schedule 1.5.

     “Applicable Fee Percentage” shall mean, as of any date of determination thereof, the applicable percentage used to calculate certain of the fees due and payable hereunder, determined by reference to the appropriate columns in the Pricing Matrix attached to this Agreement as Schedule 1.1.

     “Applicable Interest Rate” shall mean (i) in respect of Revolving Credit Advances, the Eurocurrency-based Rate and the Prime-based Rate; and (ii) in respect of Swing Line Advances, the Prime-based Rate; in each case, as selected by Company from time to time subject to the terms and conditions of this Agreement.

     “Applicable Margin” shall mean, as of any date of determination thereof, the applicable interest rate margin, determined by reference to the appropriate columns in the Pricing Matrix attached to this Agreement as Schedule 1.1.

     “Applicable Measuring Period” shall mean for any date of determination, the twelve month period ending on such date.

     “Asset Sale” shall mean the sale, transfer or other disposition by the Company or any Subsidiary of any tangible asset (other than the Equity Interests of any Subsidiary) to any Person (other than to the Company or any Subsidiary), other than sales, transfers or other dispositions of inventory in the ordinary course of business and sales of assets or other dispositions of assets that have been damaged, become obsolete, worn out or are no longer useable or useful in the conduct of Company’s or such Subsidiary’s business.

     “Assignment Agreement” shall mean an Assignment Agreement substantially in the form of Exhibit I hereto.

     “Availability” shall mean as of any date of determination thereof, the lesser of (i) the aggregate Revolving Credit Commitment or (ii) the Borrowing Base then in effect less in either case, the sum of (a) the outstanding principal amount of the Revolving Advances and the Swing Line Advances as of such date, plus (b) the Letter of Credit Obligations as of such date.

     “Bankruptcy Code” shall mean Title 11 of the United States Code and the rules promulgated thereunder.

     “Banks” shall mean Comerica Bank and such other financial institutions from time to time parties hereto as lenders and shall include the Revolving Credit Banks and the Swing Line Bank and any assignee which becomes a Bank pursuant to Section 13.8 hereof.

     “Borrowing Base” shall mean, as of any date of determination thereof, an amount equal to the sum of:

     (i) eighty five percent (85%) of Eligible Accounts, minus the aggregate amount of any reserves established by Agent, in the exercise of its commercially reasonable judgment, against Eligible Accounts, plus

     (ii) the lesser of:

     (A) the sum of:

(1)

fifty percent (50%) of Eligible Inventory which is less than one (1) year old, and

(2)

the lesser of (a) twenty five percent (25%) of Eligible Inventory which is one (1) year or older or (b) Three Million Dollars ($3,000,000),

minus , the aggregate amount of any reserves established by Agent, in the exercise of its commercially reasonable judgment, against Eligible Inventory;

and

     (B) Sixty Five Million Dollars ($65,000,000);

minus

(iii) the aggregate amount of any other reserves established by Agent in the exercise of its commercially reasonable judgment.

provided that Agent, in the exercise of its commercially reasonable judgment may upon written notice to Company and Banks (a) increase or decrease reserves against Eligible Accounts and Eligible Inventory or (b) reduce the advance rates provided in this definition, or (c) restore such advance rates to any level equal to or below the advance rates in effect as of the date hereof.

     “Borrowing Base Certificate” shall mean a borrowing base certificate, substantially in the form of Exhibit G, with appropriate insertions and executed by a Responsible Officer.

     “Borrowing Base Obligors” shall mean Company and each Subsidiary of Company which becomes a Guarantor pursuant to and in accordance with the provisions of this Agreement.

     “Business Day” shall mean any day on which commercial banks are open for domestic and international business in Detroit, Michigan, and if related to a determination of the Eurocurrency-based Rate or to a Eurocurrency-based Advance, a day on which commercial banks are open in the relevant interbank market for eurodollar transactions.

     “Capital Expenditures” shall mean, for any period, with respect to any Person, the aggregate of all expenditures paid or payable by such Person and its Subsidiaries during such period for the acquisition or leasing (pursuant to a Capitalized Lease) of fixed or capital assets or additions to equipment, plant and property that should be capitalized under GAAP on a consolidated balance sheet of such Person and its Subsidiaries.

     “Capitalized Lease” shall mean, as applied to any Person, any lease of any property (whether real, personal or mixed) with respect to which the discounted present value of the rental obligations of such Person as lessee thereunder, in conformity with GAAP, is required to be capitalized on the balance sheet of that Person.

     “Change of Control” shall mean from and after the Effective Date, (i) the ceasing of the Company to have beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended) or control of (a) one hundred percent (100%) (on a fully-diluted basis, disregarding any director qualifying share

ownership) of the combined voting power of the then outstanding membership interest or stock of the Guarantors (other than Olympic Steel Iowa, Inc.), Olympic Steel Receivables, Inc. and Olympic Steel Trading, Inc. (or any successor, by operation of law or otherwise, or assignee thereof) entitled to vote generally in the election of directors or managers thereof and (b) ninety nine percent (99%) (on a fully-diluted basis, disregarding any director qualifying share ownership) of the combined voting power of the then outstanding membership interests or stock (or any successor, by operating of law or otherwise, or assign thereof) entitled to vote generally in the election of directors or managers of Olympic Steel Receivables L.L.C., or (ii) the ceasing of Olympic Steel Minneapolis, Inc. to have beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended) or control of one hundred percent (100%) (on a fully-diluted basis, disregarding any director qualifying share ownership) of the combined voting power of the then outstanding stock of Olympic Steel Iowa, Inc. (or any successor, by operation of law or otherwise, or assign thereof) entitled to vote generally in the election of directors or managers of Olympic Steel Iowa, Inc. or (iii) individuals who constitute the board of directors of the Company (the “Incumbent Board”) as of the Effective Date shall cease to constitute for any reason at least a majority of the Board of Directors of the Company at any time; provided, however, that any Person becoming a director subsequent to the Effective Date whose election (or nomination for election) was approved by a vote of at least 66 2/3% of the directors comprising the Incumbent Board shall be considered for purposes hereof as though such Person was a member of the Incumbent Board (and the former member of the Incumbent board who has been replaced thereby shall thereupon no longer be considered to be a member of the Incumbent Board).

     “Closing Date”, as such term is used in any Loan Document, shall mean the “Closing Date” as defined in the Prior Credit Agreement.

     “Collateral” shall mean all property or rights in which a security interest, mortgage, lien or other encumbrance for the benefit of the Banks is or has been granted or arises or has arisen, under or in connection with this Agreement, the other Loan Documents, or otherwise to secure the Obligations.

     “Collateral Access Agreement” shall mean an agreement in form and substance reasonably satisfactory to the Agent pursuant to which a mortgagee or lessor of real property on which Collateral is stored or otherwise located, or a warehouseman, processor or other bailee of Inventory or other property owned by a Borrowing Base Obligor, that acknowledges the Liens under the Collateral Documents and subordinates or waives any Liens held by such Person on such property and, in the case of any such agreement with a mortgagee or lessor, permits the Agent reasonable access to and the use of such real property during the continuance of an Event of Default to assemble, complete and sell any Collateral stored or otherwise located thereon.

     “Collateral Documents” shall mean the Security Agreement, the Pledge Agreements, the Mortgages, the Reaffirmation of Loan Documents and all of the other acknowledgments, certificates, stock powers, financing statements, instruments and other security documents executed by Company or any Subsidiary in favor of the Agent for the benefit of the Banks and delivered to the Agent, as security for the Obligations, in each case as of the Effective Date, the Restatement Effective Date or, from time to time, subsequent thereto, as applicable, in each case, as such collateral documents may be amended or otherwise modified from time to time.

     “Comerica Bank” shall mean Comerica Bank, a Texas banking association, its successors or assigns.

     “Commercial Letters of Credit” shall mean the commercial letters of credit issued by the Issuing Bank for the account of an Account Party or Account Parties for the purchase of goods in the ordinary course of business and providing for payment of sight drafts when presented for honor in accordance with the terms thereof and when accompanied by documents complying with the terms thereof.

     “Commitment” shall mean the Revolving Credit Aggregate Commitment.

     “Commonly Controlled Entity” shall mean an entity, whether or not incorporated, which is under common control with the Company within the meaning of Section 4001 of ERISA or which is part of a group which includes the Company and which is treated as a single employer under Section 414 of the Internal Revenue Code.

     “Company” is defined in the preamble.

     “Company Pledge Agreement” shall mean the Pledge and Security Agreement-Borrower, dated June 28, 2001 executed and delivered by the Company and National City Commercial Finance, Inc. (predecessor administrative agent to Agent), as agent for the Banks covering all shares or other membership interests issued or to be issued by any domestic Subsidiary of the Company which is required to become a Guarantor hereunder, as amended, restated, supplemented or replaced from time to time.

     “Consolidated” (or “consolidated”) or “Consolidating” (or “consolidating”) shall mean, when used with reference to any financial term in this Agreement, the aggregate for two or more Persons of the amounts signified by such term for all such Persons determined on a consolidated basis in accordance with GAAP. Unless otherwise specified herein, “Consolidated” and “Consolidating” shall refer to Company and its Subsidiaries (including Company), determined on a Consolidated or Consolidating basis, as the case may be.

     “Consolidated Debt Service Coverage Ratio” shall mean as of any date of determination the ratio of (a) Consolidated Pre-Tax Income for the Applicable Measuring Period ending on such date of determination, plus to the extent deducted in determining Consolidated Pre-Tax Income, Consolidated Interest Expense for such period and depreciation and amortization for such period, income tax refunds received in cash during such period and other non-cash items acceptable to Agent, less cash (non-financed) Capital Expenditures of Company and its Consolidated Subsidiaries made or paid during such period and income taxes paid in cash by Company and its Consolidated Subsidiaries during such period to (b) all scheduled interest and principal payable during such period with respect to Consolidated Funded Debt plus all cash Distributions paid by Company during such period to the holders of its Equity Interests.

     “Consolidated Funded Debt” shall mean at any date, the aggregate amount of all Funded Debt of the Company and its Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP.

     “Consolidated Interest Expense” shall mean for any period total cash interest expense (including that attributable to Capitalized Leases) of Company and its Consolidated Subsidiaries for such period plus , without duplication, capitalized interest expense for such period.

     “Consolidated Leverage Ratio” shall mean as of any date of determination the ratio of (a) Consolidated Total Liabilities as of such date to (b) Consolidated Tangible Net Worth as of such date.

     “Consolidated Pre-Tax Income” shall mean for any period, the consolidated pre-tax income (or loss) of Company and its Subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that there shall be included therein (a) the income (or deficit) of OLP LLC and G.S.P. LLC and (b) the income (or deficit) of any Person that is or was a Subsidiary or operating division of the Company or any Subsidiary accrued prior to the date it is merged into or consolidated with the Company or any of its Subsidiaries and further provided that, except as expressly included by this definition, there shall be excluded therefrom (i) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with the Company or any of its Subsidiaries, (ii) the income (or deficit) of any Person (other than a Subsidiary of Company) in which Company or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by Company or its Subsidiary in the form of dividends or similar distributions and (iii) the undistributed earnings of any Subsidiary of Company to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than under any Loan Document) or Requirement of Law applicable to such Subsidiary.

     “Consolidated Tangible Net Worth” shall mean as of any date of determination the sum of (a) all amounts that would be included under stockholders’ equity on a Consolidated balance sheet of Company and its Subsidiaries, less goodwill and other intangible assets plus (b) the outstanding principal amount of Subordinated Debt as of such date, all as determined in accordance with GAAP.

     “Consolidated Total Liabilities” shall mean (i) all obligations of Company and its Subsidiaries to repay or pay money borrowed from another Person or the deferred portion of the purchase price of services or property to the extent required to be recorded as a liability in accordance with GAAP (other than inventory purchased in the ordinary course of business unless evidenced by a note payable); and (ii) all other items (except items of capital stock, capital surplus, general contingency reserves, deferred income taxes, retained earnings and amounts attributable to minority interest, if any) which in accordance with GAAP would be included in determining total liabilities as shown on the liability side of a balance sheet of Company and its Subsidiaries as of the date Consolidated Total Liabilities is to be determined.

     “Contractual Obligation” shall mean, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

     “Covenant Compliance Report” shall mean the report to be furnished by the Company to the Agent pursuant to Section 7.2(a) hereof, in the form attached hereto Exhibit M and certified

by a Responsible Officer, which report shall include, among other things, detailed calculations and the resultant ratios or financial tests with respect to the financial covenants contained in Sections 7.9 and 7.10 and 8.7 of this Agreement, accompanied by such other supplemental or supporting information as may be reasonably requested by Agent or Majority Banks.

     “De Minimis Matters” shall mean any suits, actions, proceedings, investigations, or other matters, the existence of which and any liability which may result therefrom, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

     “Debt” shall mean as to any Person, without duplication (a) all Funded Debt of a Person, (b) all Guarantee Obligations of such Person, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property or assets purchased by such Person, (d) all indebtedness of such Person arising in connection with any interest rate swap transaction, basis swap transaction, forward rate transaction, commodity swap transaction, equity transaction, equity index transaction, foreign exchange transaction, cap transaction, floor transaction (including any option with respect to any of these transactions and any combination of any of the foregoing) entered into by such Person and (e) any obligations in respect of phantom stocks which would be classified as liabilities on the balance sheet of a Person, but shall exclude obligations of Company and/or any Subsidiary under any Deferred Inventory Purchase Program.

     “Default” shall mean any event which with the giving of notice or the passage of time, or both, would constitute an Event of Default under this Agreement.

     “Defaulting Bank” is defined in Section 2.4(c).

     “Default Rate” shall mean the per annum rate of interest imposed by the requisite Banks under Section 2.9 or 4.9 hereof.

     “Deferred Inventory Purchase Program” shall mean any program under which the Company and/or any Subsidiary sells its Inventory to a third party and retains a right to repurchase that same Inventory on a consigned basis.

     “Deposit Account Control Agreement” shall mean, with respect to a deposit account maintained at a depository institution, an agreement among Agent, the depository institution and the owner of such deposit account, in form and substance acceptable to Agent in the exercise of its sole, but reasonable, discretion.

     “Designated Hedge Agreement” means any Hedging Transaction entered into between the Company and any Designated Hedge Creditor.

     “Designated Hedge Creditor” shall mean the Bank or Affiliate of a Bank which is a party to a Designated Hedge Agreement.

     “Designated Hedge Obligation” shall mean Debt under Hedging Transactions.

     “Designated Letter of Credit Issuer”, as used in any Loan Document, shall mean the Issuing Bank.

     “Distribution” is defined in Section 8.5 hereof.

     “Dollars” and the sign “$” shall mean lawful money of the United States of America.

     “Domestic Advance” shall mean any Advance other than a Eurocurrency-based Advance.

     “E-System” shall mean any electronic system and any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Agent, any of its Affiliates or any other Person, providing for access to data protected by passcodes or other security system.

     “Effective Date” shall mean December 30, 2002.

     “Electronic Transmission” shall mean each document, instruction, authorization, file, information and any other communication transmitted, posted or otherwise made or communicated by e-mail or E-Fax, or otherwise to or from an E-System or other equivalent service.

     “Eligible Account” shall mean an Account of a Borrowing Base Obligor which has been included in a Borrowing Base Certificate to determine the Borrowing Base, and as to which Account the following is true and accurate as of the time it was utilized to determine the Borrowing Base and as of the time Company has requested a Revolving Credit Advance based in part thereon:

     (a) arose in the ordinary course of such Borrowing Base Obligor’s business;

     (b) it is not owing more than ninety (90) days after the date of the invoice evidencing such Account;

     (c) it is not owing by an Account Debtor who has failed to pay twenty five percent (25%) or more of the aggregate amount of its Accounts owing to the applicable Borrowing Base Obligor within ninety (90) days after the date of the respective invoices or other writings evidencing such Accounts;

     (d) it arises from the sale or lease of goods and such goods have been shipped or delivered to the Account Debtor under such Account; or it arises from services rendered and such services have been performed;

     (e) it is evidenced by an invoice, dated not later than the date of shipment or performance, rendered to such Account Debtor or some other evidence of billing acceptable to Agent and is not evidenced by any instrument or chattel paper;

     (f) it is a valid, legally enforceable obligation of the Account Debtor thereunder, and is not subject to any offset, counterclaim or other defense on the part of such Account Debtor with respect to any claim on the part of such Account Debtor denying liability thereunder in whole;

     (g) the applicable Borrowing Bank Obligor has granted to the Agent for the benefit of the Banks a perfected security interest in such Account prior in right to all other persons or entities

and such Account is not subject to any sale of accounts, any rights of offset, assignment, lien or security interest whatsoever other than to Agent for the benefit of the Banks and Permitted Liens;

     (h) is not an Account owing by the United States or any state or political subdivision thereof, or by any department, agency, public body corporate or other instrumentality of any of the foregoing, unless all necessary steps are taken to comply with the Federal Assignment of Claims Act of 1940, as amended, or with any comparable state law, if applicable, and all other necessary steps are taken to perfect Agent’s security interest in such Account;

     (i) it is not owing by a Subsidiary or Affiliate of any Borrowing Base Obligor, nor by an Account Debtor which (i) does not maintain its chief executive office in the United States of America, Canada or Puerto Rico, (ii) is not organized under the laws of the United States of America, or any state thereof, Canada or Puerto Rico, or (iii) is the government of any foreign country or sovereign state, or of any state, province, municipality or other instrumentality thereof;

     (j) it is not an Account billed in advance, not an Account payable on delivery, not an Account billed in advance for consigned goods (unless such consigned goods are reported on the Company’s usage report and not classified as Inventory by Company), not an Account for guaranteed sales, not an Account for unbilled sales, not an Account for progress billings, not an Account payable at a future date (other than being current) in accordance with its terms, not an Account subject to a retainage or holdback by the Account Debtor or not an Account insured by a surety company;

     (k) it is not owing by G.S.P LLC or OLP LLC;

     (l) it is not owing by any Account Debtor whose obligations Agent, acting in its sole, but reasonable, discretion, shall have notified Company are not deemed to constitute Eligible Accounts;

     (m) it is not an Account with respect to which the Account Debtor is the subject of any bankruptcy or other insolvency proceeding unless in the case of a bankruptcy proceeding the Account arose subsequent to the filing of the applicable petition in bankruptcy; and

     (n) it is not an Account arising from the Deferred Inventory Purchase Program.

An Account which is at any time an Eligible Account, but which subsequently fails to meet any of the foregoing requirements, shall forthwith cease to be an Eligible Account. An Account which would otherwise qualify as an Eligible Account but which is excluded under clause (f) above because it is subject to an offset, counterclaim or defense on the part of the Account Debtor in part, but not in whole, or to any claim on the part of the Account Debtor denying liability thereunder in part, but not in whole, shall be an Eligible Account only to the extent not subject to such offset, counterclaim, defense or denial of liability and in such case only if the amount of such offset, counterclaim, defense or denial of liability can be determined to Agent’s sole but reasonable satisfaction.

     “Eligible Inventory” shall mean Inventory of a Borrowing Base Obligor which has been included in a Borrowing Base Certificate to determine the Borrowing Base and as to which

Inventory the following is true and accurate as of the time it was utilized to determine the Borrowing Base and as of the time the Company have requested an Advance based in part thereon:

     (a) such item of Inventory is of merchantable quality for its type and is usable or salable by a Borrowing Base Obligor in the ordinary course of its business (which shall include raw material Inventory and finished goods Inventory, but not work-in-process Inventory);

     (b) the applicable Borrowing Base Obligor has granted to the Agent for the benefit of the Banks a perfected security interest in such item of Inventory prior in right to all other persons or entities and such item of Inventory has not been sold, transferred or otherwise assigned by the applicable Borrowing Base Obligor, to any person other than the Banks;

     (c) such item of Inventory is in the possession and control of the applicable Borrowing Base Obligor and, such item of Inventory is located within the continental United States of America at such location or locations owned by the applicable Borrowing Base Obligor as Company shall have represented in the Loan Documents, relating to Inventory, or, if such facilities are not so owned by a Borrowing Base Obligor, Agent is in possession of a Collateral Access Agreement or other acknowledgement agreement in favor of Agent with respect thereto;

     (d) the value of each item of Inventory utilized to determine the Borrowing Base was determined in accordance with GAAP utilizing specific identification on an actual cost basis subject to the lower of cost or market adjustments;

     (e) such Inventory is not held on a consignment unless (i) such consignments are to Ingersoll Rand Company, Hendricks Manufacturing, Inc., Gradall, The Heil Co. or other consignee approved in writing from time to time by Agent and (ii) Agent is in possession of a Collateral Access Agreement or other acknowledgement agreements in favor of Agent with respect thereto;

     (f) such Inventory was not produced in violation of the Fair Labor Standards Act and is not subject to the so-called “hot goods” provisions contained in Title 29 U.S.C. 215(a)(i);

     (g) such item of Inventory is not being held for return to the supplier thereof;

     (h) it is not Inventory which, in accordance with the applicable Borrowing Base Obligor’s customary business practices, is determined to be unusable due to age, quality, type, category, quantity or otherwise; and

     (i) it is not Inventory which Agent, acting in its sole, but reasonable, discretion, shall have notified Company is not deemed to constitute Eligible Inventory.

Any inventory which is at any time Eligible Inventory, but which subsequently fails to meet any of the foregoing requirements, shall forthwith cease to be Eligible Inventory.

     “Environmental Laws”, as such term is used in any Loan Document, shall mean Hazardous Material Laws.

     “Equity Interests” means, with respect to any Person, any and all shares, share capital, interests, participations, warrants, options or other equivalents (however designated) of capital stock of a corporation and any and all equivalent ownership interests in a Person (other than a corporation).

     “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended, or any successor act or code and the regulations in effect from time to time thereunder.

     “Eurocurrency-based Advance” shall mean any Advance which bears interest at the Eurocurrency-based Rate.

     “Eurocurrency-based Rate” shall mean a per annum interest rate which is equal to the sum of (a) the Applicable Margin, plus (b) the quotient of:

	(A)		the per annum interest rate at which deposits in the relevant eurocurrency are offered to Agent’s Eurocurrency Lending Office by other prime banks in the eurocurrency market in an amount comparable to the relevant Eurocurrency-based Advance and for a period equal to the relevant Eurocurrency-Interest Period at approximately 11:00 A.M. Detroit time two (2) Business Days prior to the first day of such Eurocurrency-Interest Period, divided by
	(B)		a percentage equal to 100% minus the maximum rate on such date at which Agent is required to maintain reserves on “Eurocurrency Liabilities” as defined in and pursuant to Regulation D of the Board of Governors of the Federal Reserve System or, if such regulation or definition is modified, and as long as Agent is required to maintain reserves against a category of liabilities which includes eurocurrency deposits or includes a category of assets which includes eurocurrency loans, the rate at which such reserves are required to be maintained on such category,

such sum to be rounded upward, if necessary, to the nearest whole multiple of 1/16th of 1%.

     “Eurocurrency-Interest Period” shall mean, for any Eurocurrency-based Advance, an interest period of one, two, three or six months (or any lesser or greater number of days agreed to in advance by the Company, Agent and the Banks) as selected by the Company, for such Eurocurrency-based Advance pursuant to Section 2.3, 2.5 or 4.4 hereof, as the case may be.

     “Eurocurrency Lending Office” shall mean, (a) with respect to the Agent, Agent’s office located at its Grand Caymans Branch or such other branch of Agent, domestic or foreign, as it may hereafter designate as its Eurocurrency Lending Office by written notice to Company and the Banks and (b) as to each of the Banks, its office, branch or affiliate located at its address set forth on the signature pages hereof (or identified thereon as its Eurocurrency Lending Office), or at such other office, branch or affiliate of such Bank as it may hereafter designate as its Eurocurrency Lending Office by written notice to Company and Agent.

     “Event of Default” shall mean each of the Events of Default specified in Section 9.1 hereof.

     “Existing Advances” shall mean all Advances outstanding under the Amended and Restated Credit Agreement as of the Restatement Effective Date, each of which shall continue as Advances under this Agreement upon the effectiveness of this Agreement.

     “Existing Letters of Credit” shall mean all Letters of Credit outstanding under the Amended and Restated Credit Agreement as of the Restatement Effective Date, each of which shall continue as Advances under this Agreement upon the effectiveness of this Agreement.

     “Federal Funds Effective Rate” shall mean, for any day, a fluctuating interest rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by Agent from three Federal funds brokers of recognized standing selected by it, all as conclusively determined by the Agent, such sum to be rounded upward, if necessary, to the nearest whole multiple of 1/16th of 1%.

     “Fee Letter” shall mean each fee letter in effect from time to time between Company and the Agent or any Bank hereunder, as amended from time to time.

     “Fees” shall mean the Revolving Credit Commitment Fee, the Letter of Credit Fees and the other fees and charges payable by the Company to the Banks or Agent hereunder or under any Fee Letter.

     “Final Maturity Date” shall mean the Revolving Credit Maturity Date.

     “Funded Debt” of any Person shall mean (a) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services as of such date (other than operating leases and trade liabilities incurred in the ordinary course of business and payable in accordance with customary practices) or which is evidenced by a note, bond, debenture or similar instrument, (b) the principal component of all obligations of such Person under Capitalized Leases, (c) all reimbursement obligations (actual, contingent or otherwise) of such Person in respect of letters of credit, acceptances or similar obligations issued or created for the account of such Person, (d) all liabilities secured by any liens on any property owned by such Person as of such date even though such Person has not assumed or otherwise become liable for the payment thereof, in each case determined in accordance with GAAP; provided however that so long as such Person is not personally liable for such liabilities, the amount of such liability shall be deemed to be the lesser of the fair market value at such date of the property subject to the lien securing such liability and the amount of the liability secured, and (e) all Guarantee Obligations (excluding the Guarantee Obligations existing on the Restatement Effective Date and set forth on Schedule 8.3 hereof) in respect of any liability which constitutes Funded Debt; provided , however that Funded Debt shall not include any interest rate swap transaction, basis swap transaction, forward rate transaction, commodity swap transaction, equity transaction,

equity index transaction, foreign exchange transaction, cap transaction, floor transaction (including any option with respect to any of these transactions and any combination of any of the foregoing) entered into by such Person prior to the occurrence of a termination event with respect thereto.

     “GAAP” shall mean generally accepted accounting principles in the United States of America, consistently applied; provided however that in the case of determination of compliance with the financial covenants set forth in Sections 7.9, 7.10 and 8.7, GAAP shall mean such accounting principles as in effect on the Restatement Effective Date.

     “Governmental Obligations” means noncallable direct general obligations of the United States of America or obligations the payment of principal of and interest on which is unconditionally guaranteed by the United States of America.

     “Guarantee Obligation” shall mean as to any Person (the “guaranteeing person”) any obligation of the guaranteeing person in respect of any obligation of another Person (including, without limitation, any bank under any letter of credit), the creation of which was induced by a reimbursement agreement, guaranty agreement, keepwell agreement, purchase agreement, counterindemnity or similar obligation issued by the guaranteeing person, in either case guaranteeing or in effect guaranteeing any Debt, leases, dividends or other obligations (the “primary obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by Company in good faith.

     “Guarantor(s)” shall mean each Subsidiary of the Company, but excluding the Subsidiaries identified on Schedule 1.3 annexed hereto, which is required by the Banks to guarantee the obligations of the Company hereunder and under the other Loan Documents.

     “Guaranty” shall mean that certain guaranty of all outstanding Obligations of the Company, dated December 31, 2002, executed and delivered by the Guarantors to the Agent, on behalf of the Banks, or to be executed by any Guarantor after the Restatement Effective Date

(whether by execution thereof or by execution of the Joinder Agreement attached as Exhibit “A” to the form of such Guaranty), in the form annexed hereto as Exhibit J, as amended, restated or otherwise modified from time to time.

     “Hazardous Material” shall mean any hazardous or toxic waste, substance or material defined or regulated as such in or for purposes of the Hazardous Material Laws.

     “Hazardous Material Law(s)” shall mean all laws, codes, ordinances, rules, regulations, orders, decrees and final, written directives issued by any federal, state, local or other governmental or quasi-governmental authority or body (or any agency, instrumentality or political subdivision thereof) which are applicable to Borrower’s or any Subsidiary’s operations and which regulate, relate to or impose liability or standards of conduct concerning Hazardous Materials which are regulated for reasons of human health or the environment and which is present or alleged to be present on or about or used in any facilities owned, leased or operated by the Company or any of their respective Subsidiaries, or any portion thereof including, without limitation, those relating to soil, surface, subsurface ground water conditions and the condition of the indoor and outdoor ambient air; any so-called “superfund” or “superlien” law; as now or at any time during the term of the Agreement in effect.

     “Hedging Transaction” means each interest rate swap transaction, basis swap transaction, forward rate transaction, commodity swap transaction, equity transaction, equity index transaction, foreign exchange transaction, cap transaction, floor transaction (including any option with respect to any of these transactions and any combination of any of the foregoing) entered into by the Company from time to time; provided that such transaction is entered into for risk management purposes and not for speculative purposes.

     “Hereof”, “hereto”, “hereunder”, “herein” and similar terms shall refer to this Agreement and not to any particular paragraph or provision of this Agreement.

     “Increased Costs” is defined in Section 11.6 hereof.

     “Indebtedness”, as used in any Loan Document, shall mean the Obligations.

     “Instruments”, as used in any Loan Document, shall mean “instruments” as such term is defined in the Uniform Commercial Code.

     “Intercompany Loan” shall mean any loan (or advance in the nature of a loan) by the Company to any Subsidiary, or by any Subsidiary to the Company or to any other Subsidiary, provided that each such loan or advance is subordinated in right of payment and priority to the Obligations on terms and conditions satisfactory to Agent and the Majority Banks.

     “Intercompany Loans, Advances or Investments” shall mean any Intercompany Loan, and any advance or investment of the Company or any Subsidiary (including without limitation any guaranty of obligations or indebtedness to third parties) to or in another Subsidiary (or by any Subsidiary to the Company).

     “Intercompany Note” shall mean any promissory note issued or to be issued by the Company or any Subsidiary to evidence an Intercompany Loan substantially in the form of Exhibit L.

     “Interest Period” shall mean with respect to a Eurocurrency-based Advance, a Eurocurrency-Interest Period, commencing on the day a Eurocurrency-based Advance is made, or on the effective date of an election of the Eurocurrency-based Rate made under Section 2.3 or 4.4 hereof; provided , however that (i) any Interest Period which would otherwise end on a day which is not a Business Day shall end on the next succeeding Business Day, except that as to an Interest Period in respect of a Eurocurrency-based Advance, if the next succeeding Business Day falls in another calendar month, such Interest Period shall end on the next preceding Business Day, (ii) when an Interest Period in respect of a Eurocurrency-based Advance begins on a day which has no numerically corresponding day in the calendar month during which such Interest Period is to end, it shall end on the last Business Day of such calendar month, and (iii) no Interest Period in respect of any Advance shall extend beyond the Revolving Credit Maturity Date.

     “Internal Revenue Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder.

     “Inventory” shall have the meaning ascribed to such term in the Uniform Commercial Code.

     “Investment” shall mean, when used with respect to any Person, (a) any loan, investment or advance made by such Person to any other Person (including, without limitation, any contingent obligation) in respect of any capital stock, Debt, obligation or liability of such other Person and (b) any other investment made by such Person (however acquired) in stock or other ownership interests in any other Person, including, without limitation, any investment made in exchange for the issuance of shares of stock of such Person.

     “Issuing Bank” shall mean Comerica Bank in its capacity as issuer of one or more Letters of Credit hereunder, or its successor designated by the Company and the Revolving Credit Banks.

     “Joint Venture” shall mean a corporation, association, joint stock company, business trust, limited liability company or any other business entity of which not more than fifty percent (50%) of the outstanding voting stock, share capital, membership or other interests, as the case may be, is owned either directly or indirectly by any Person or one or more of its Subsidiaries. Unless otherwise specified to the contrary herein or the context otherwise requires, Joint Venture shall refer to each Person which is a Joint Venture of the Company, and the Joint Ventures of Company include, as of the date hereof, OLP, LLC and GSP, LLC.

     “Issuing Office” shall mean such office as Issuing Bank shall designate as its Issuing Office.

     “Lender Products” shall mean any one or more of the following types of services or facilities extended to the Company or any of its Subsidiaries by any Bank: (i) credit cards, (ii) credit card processing services, (iii) debit cards, (iv) purchase cards, (v) Automated Clearing

House (ACH) transactions, (vi) cash management, including controlled disbursement services, and (vii) establishing and maintaining deposit accounts.

     “Letter of Credit” shall mean any Standby Letter of Credit and/or Commercial Letter of Credit and “Letters of Credit” shall mean all of them, and shall include all Existing Letters of Credit.

     “Letter of Credit Agreement” shall mean, in respect of each Letter of Credit, the application and related documentation satisfactory to the Issuing Bank of an Account Party or Account Parties requesting Issuing Bank to issue such Letter of Credit, as amended from time to time.

     “Letter of Credit Documents” shall have the meaning ascribed to such term in Section 3.7(a) hereof.

     “Letter of Credit Fees” shall mean the fees payable to Agent for the accounts of the Revolving Credit Banks in connection with Letters of Credit pursuant to Section 3.4(a) and (b) hereof.

     “Letter of Credit Maximum Amount” shall mean Twenty Five Million Dollars ($25,000,000).

     “Letter of Credit Obligations” shall mean as of any date of determination, the sum of (a) the aggregate undrawn amount of all Letters of Credit then outstanding, (b) the aggregate face amount of all Letters of Credit requested but not yet issued as of such date and (c) the aggregate amount of Reimbursement Obligations which have not been reimbursed by the Company as of such date.

     “Letter of Credit Payment” shall mean any amount paid or required to be paid by the Issuing Bank in its capacity hereunder as issuer of a Letter of Credit as a result of a draft or other demand for payment under any Letter of Credit.

     “Lien” shall mean any pledge, assignment, hypothecation, mortgage, security interest, deposit arrangement, option, trust receipt, conditional sale or title retaining contract, sale and leaseback transaction, Capitalized Lease, or any other similar type of lien, charge, encumbrance, preferential or priority arrangement, whether based on common law or statute.

     “Loan Documents” shall mean, collectively, this Agreement, the Notes (if issued), the Letter of Credit Agreements, the Letters of Credit, the Guaranty, the Subordination Agreements, the Collateral Documents, any Designated Hedge Agreement, any Deposit Account Control Agreement and any other documents, certificates, instruments or agreements executed or delivered pursuant to or in connection with any such document or this Agreement, as such documents may be amended or otherwise modified from time to time.

     “Loan Parties” shall mean the Company and each Guarantor and “Loan Party” shall mean any one of them, as the context indicates or otherwise requires.

     “Majority Banks” shall mean as of any date of determination: (a) so long as the Revolving Credit Aggregate Commitment is outstanding hereunder, the Banks holding not less than 66-2/3% of the sum of (i) the aggregate principal amount of the Revolving Credit Aggregate Commitment and (b) if the Revolving Credit Aggregate Commitment has been terminated, Banks holding not less than 66-2/3% of the aggregate principal amount of Obligations then outstanding hereunder (provided that, for purposes of determining Majority Banks hereunder, Obligations outstanding under the Swing Line or under any Letter of Credit shall be allocated among the Revolving Credit Banks based on their respective Revolving Credit Percentages); provided , however that so long as fewer than three Banks are party to this Agreement, “Majority Banks” shall mean all Banks.

     “Material Adverse Effect” shall mean a material adverse effect on (a) the business or financial condition of the Company and their respective Subsidiaries taken as a whole, (b) the ability of the Company and the Guarantors to perform their respective obligations under this Agreement, the Notes (if issued) or any other Loan Document to which any of them is a party, or (c) the validity or enforceability of this Agreement, any of the Notes (if issued) or any of the other Loan Documents or the rights or remedies of the Agent or the Banks hereunder or thereunder.

     “Maximum Lawful Rate” is defined in Section 12.13 hereof.

     “Mortgage(s)” shall mean the mortgage(s) and deeds of trust of real property (excluding the real property identified on Schedule 1.4 annexed hereto) owned or leased by the Company or any Subsidiary in form satisfactory to the Agent (and containing customary local law provisions for comparable transactions) as the case may be, executed and delivered prior to the Effective Date, as of the Effective Date or executed and delivered after the Effective Date by the Company or any Subsidiary pursuant to Section 7.17 hereof, as such mortgages may be amended or otherwise modified from time to time and “Mortgage” shall mean any of them.

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

     “Net Cash Proceeds” shall mean, with respect to any Asset Sale, the aggregate cash payments received by the Company and/or any Subsidiary, as the case may be, from such Asset Sale, net of the reasonable direct expenses of sale such as commissions, fees, and other expenses acceptable to Agent and repayment of Debt secured by a security interest in such asset to the extent permitted under Section 8.2(a), 8.2(b) or 8.2(e) of this Agreement and pro rated property and transfer taxes and net of any taxes actually payable by the Company or such Subsidiary in respect of such sales, taking into account the Company’s or such Subsidiary’s losses, if any, which are available under applicable law to reduce such gains.

     “New Bank” is defined in clause (b) of Section 2.17.

     “New Bank Addendum” shall mean an addendum, substantially in the form of Exhibit Q hereto, to be executed and delivered by each Bank becoming a party to this Agreement pursuant to Section 2.17 hereof.

     “Non-Defaulting Bank” is defined in Section 2.4(c).

     “Notes” shall mean the Revolving Credit Notes, the Swing Line Notes and the Term Notes.

     “Obligations” shall mean all indebtedness and liabilities including interest, fees and other charges (including interest accruing at the then applicable rate provided in this Agreement or any other applicable Loan Document after the Final Maturity Date and interest accruing at the then applicable rate provided in this Agreement or any other applicable Loan Document after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Company or any Guarantor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), arising under this Agreement or any of the other Loan Documents, whether direct or indirect, absolute or contingent, of the Company or any Subsidiary to any of the Banks or Affiliates thereof or to the Agent, in any manner and at any time, whether arising under this Agreement, or under the Guaranty or any of the other Loan Documents, due or hereafter to become due, now owing or that may hereafter be incurred by the Company or any Subsidiary to, any of the Banks or Affiliates thereof or to the Agent under this Agreement or any of the other Loan Documents, plus any liabilities of Company or any Subsidiary to any Bank arising in connection with Lender Products, and any judgments that may hereafter be rendered on such indebtedness or any part thereof, with interest according to the rates and terms specified, or as provided by law, any payment obligations, if any, under Hedging Transactions evidenced by Designated Hedge Agreements, and any and all consolidations, amendments, renewals, replacements, substitutions or extensions of any of the foregoing; provided, however that for purposes of calculating the Obligations outstanding under this Agreement or any of the other Loan Documents, the direct and indirect and absolute and contingent obligations of the Company and the Subsidiaries (whether direct or contingent) shall be determined without duplication.

     “Operating Lease” shall mean any lease (or other arrangement conveying the right to use) of real or personal property, or any combination thereof, which lease is not required to be classified as a Capitalized Lease in accordance with GAAP.

     “Pension Plan” shall mean any plan established and maintained by the Company or any Subsidiary which is qualified under Section 401(a) of the Internal Revenue Code and subject to the minimum funding standards of Section 412 of the Internal Revenue Code.

     “Percentage” shall mean the Revolving Credit Percentage.

     “Permitted Encumbrances”, as used in any Loan Document, shall mean the Liens permitted under Section 8.2 hereof.

     “Permitted Investments” shall mean with respect to any Person:

     (a) Governmental Obligations;

     (b) Obligations of a state of the United States, the District of Columbia or any possession of the United States, or any political subdivision thereof, which are described in Section 103(a) of the Internal Revenue Code and are graded in any of the highest three (3) major grades as determined by at least one Rating Agency; or secured, as to payments of principal and interest, by a letter of credit provided by a financial institution or insurance provided by a bond insurance

company which in each case is itself or its debt is rated in one of the highest three (3) major grades as determined by at least one Rating Agency;

     (c) Banker’s acceptances, commercial accounts, demand deposit accounts, money market accounts, certificates of deposit, or depository receipts issued by or maintained with any Bank or a bank, trust company, savings and loan association, savings bank or other financial institution whose deposits are insured by the Federal Deposit Insurance Corporation and whose reported capital and surplus equal at least $250,000,000, provided that such minimum capital and surplus requirement shall not apply to demand deposit accounts maintained by the Company or any of the Subsidiaries in the ordinary course of business;

     (d) Commercial paper rated at the time of purchase within the two highest classifications established by not less than two Rating Agencies, and which matures within 270 days after the date of issue;

     (e) Secured repurchase agreements against obligations itemized in paragraph (a) above, and executed by a bank or trust company or by members of the association of primary dealers or other recognized dealers in United States government securities, the market value of which must be maintained at levels at least equal to the amounts advanced; and

     (f) Any fund or other pooling arrangement which exclusively purchases and holds the investments itemized in (a) through (e) above.

     “Permitted Liens” shall mean with respect to any Person:

     (a) Liens for taxes not yet delinquent or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of such Person in conformity with GAAP;

     (b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlord’s liens or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith by appropriate proceedings; provided , however, that a reserve or other appropriate provisions shall have been made therefor;

     (c) pledges or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements;

     (d) deposits to secure (i) the performance of tenders or bids, trade contracts (other than for borrowed money), statutory obligations, surety, customs, stay and appeal bonds, performance and return of money bonds, government contracts and other obligations of a like nature or (ii) the performance of Operating Leases or Capitalized Leases permitted hereunder, in each case given or incurred on terms, in amounts and otherwise in the ordinary course of business;

     (e) easements, rights-of-way, restrictions, minor defects or irregularities in title and other similar encumbrances or Liens incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not in any case materially detract from the

value of the property subject thereto or materially interfere with the ordinary conduct of the business of such Person;

     (f) any attachment or judgment Lien not constituting an Event of Default under subsection 9.1(h);

     (g) leases or subleases of real property interests granted to third parties in the ordinary course of business and not interfering in any material respect with the ordinary conduct of business by Company or any of its Subsidiaries;

     (h) any (i) interest or title of a lessor or sublessor under any Operating Lease or Capitalized Lease permitted hereunder, (ii) restriction or encumbrance that the interest or title of such lessor or sublessor may be subject to, or (iii) subordination of the interest of the lessee or sublessee under such lease to any restriction or encumbrance referred to in the preceding clause (ii), so long as the holder of such restriction or encumbrance agrees to recognize the rights of such lessee or sublessee under such lease;

     (i) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

     (j) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; and

     (k) licenses of patents, trademarks and other intellectual property rights granted by Company or any of its Subsidiaries in the ordinary course of business and not interfering in any material respect with the ordinary conduct of business by Company or any of its Subsidiaries.

     “Person” shall mean a natural person, corporation, limited liability company, partnership, limited liability partnership, trust, incorporated or unincorporated organization, joint venture, joint stock company, or a government or any agency or political subdivision thereof or other entity of any kind.

     “Pledge Agreements” shall mean the Company Pledge Agreement and the Subsidiary Pledge Agreement and each other pledge agreement which may be entered into to secure the Obligations from time to time, as the same may be amended, restated or otherwise modified from time to time.

     “Potential Default”, as used in any Loan Document, shall mean a Default as defined herein.

     “Potential Financial Institution” is defined in Section 2.4(c).

     “Prime-based Advance” shall mean an Advance which bears interest at the Prime-based Rate.

     “Prime-based Rate” shall mean, for any day, that rate of interest which is equal to the sum of the Applicable Margin plus the greater of (i) the Prime Rate, and (ii) the Alternate Base Rate.

     “Prime Rate” shall mean the per annum rate of interest announced by the Agent, at its main office from time to time as its “prime rate” (it being acknowledged that such announced rate may not necessarily be the lowest rate charged by the Agent to any of its customers), which Prime Rate shall change simultaneously with any change in such announced rate.

     “Prior Agents” shall mean the Administrative Agent and the Lead Arranger, as each such term is defined in the Prior Credit Agreement.

     “Prior Credit Agreement” is defined in Recital A.

     “Prior Guarantors” shall mean all of the Guarantors, as such term is defined in the Prior Credit Agreement.

     “Prior Lenders” shall mean all of the Lenders, as such term is defined in the Prior Credit Agreement.

     “Purchasing Bank” shall have the meaning set forth in Section 11.7.

     “Rating Agency” shall mean Moody’s Investor Services, Inc., Standard and Poor’s Ratings Services, their respective successors or any other nationally recognized statistical rating organization which is acceptable to the Agent.

     “Reaffirmation of Loan Documents” shall mean that certain Reaffirmation of Loan Documents executed and delivered by the Company and its applicable Subsidiaries dated as of the Restatement Effective Date, as the same may be amended, restated or otherwise modified from time to time.

     “Register” is defined in Section 13.8(f) hereof.

     “Reimbursement Obligation(s)” shall mean the aggregate amount of all unreimbursed drawings under all Letter of Credit Agreements (excluding for the avoidance of doubt, amounts deemed to have been advanced under Section 3.6(a)) together with all other sums, fees, charges and amounts which may be owing to the Issuing Bank under such Letter of Credit Agreement or this Agreement relating to Letters of Credit.

     “Required Banks”, as used in any Loan Document, shall mean the Majority Banks.

     “Request for Advance” shall mean a Request for Revolving Credit Advance or a Request for Swing Line Advance, as the context may indicate, or otherwise require.

     “Request for Revolving Credit Advance” shall mean a request for a Revolving Credit Advance issued by the Company under Section 2.3 of this Agreement in the form annexed hereto as Exhibit A, as amended or otherwise modified in accordance with the terms hereof.

     “Request for Swing Line Advance” shall mean a request for a Swing Line Advance issued by the Company under Section 2.5(c) of this Agreement in the form attached hereto as Exhibit D, as amended or otherwise modified in accordance with the terms of this Agreement.

     “Requirement of Law” shall mean as to any Person, the certificate of incorporation and bylaws, the partnership agreement or other equivalent organizational or governing documents of such Person and any law, treaty, rule or regulation or determination of an arbitration or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

     “Responsible Officer” shall mean the chief executive officer, chief financial officer, treasurer or the president of the Company, or with respect to compliance with financial covenants, the chief financial officer or the treasurer of the Company or any other officer having substantially the same authority and responsibility.

     “Restatement Effective Date” shall mean the date on which all the conditions precedent set forth in Sections 5.1 through 5.8 have been satisfied.

     “Revolving Credit” shall mean the revolving credit loans to be advanced to the Company by the applicable Revolving Credit Banks pursuant to Section 2 hereof, in an aggregate amount (subject to the terms hereof), not to exceed, at any one time outstanding, the Revolving Credit Aggregate Commitment.

     “Revolving Credit Advance” shall mean a borrowing requested by the Company and made by the Revolving Credit Banks under Section 2.1 of this Agreement, including without limitation any readvance, refunding or conversion of such borrowing pursuant to Section 2.3 hereof and any advance in respect of a Letter of Credit under Section 3.6(a) hereof, and shall include, as applicable, a Eurocurrency-based Advance and/or a Prime-based Advance.

     “Revolving Credit Commitment”, as used in any Loan Document, shall mean the Revolving Credit Aggregate Commitment.

     “Revolving Credit Aggregate Commitment” shall mean One Hundred Thirty Million Dollars ($130,000,000), subject to any increase in the Revolving Credit Aggregate Commitment pursuant to Section 2.17 of this Agreement by an amount not to exceed the Revolving Credit Optional Increase and subject to reduction or termination under Section 2.13, 2.14 or 9.2 hereof.

     “Revolving Credit Banks” shall mean the financial institutions from time to time parties hereto as lenders of the Revolving Credit.

     “Revolving Credit Commitment Fee” shall mean the fees payable to Agent for distribution to the Revolving Credit Banks pursuant to Section 2.12 hereof.

     “Revolving Credit Maturity Date” shall mean the earlier to occur of (i) December 15, 2011, as such date may be extended pursuant to Section 2.16 hereof and (ii) the date on which the Revolving Credit Aggregate Commitment shall terminate in accordance of the provisions of this Agreement.

     “Revolving Credit Notes” shall mean the revolving credit notes described in Section 2.2 hereof, made by the Company to each of the Revolving Credit Banks in the form annexed to this agreement as Exhibit B, as such notes may be amended or supplemented from time to time, and any other notes issued in substitution, replacement or renewal thereof from time to time.

     “Revolving Credit Optional Increase” shall mean an amount of up to Twenty Five Million Dollars ($25,000,000), minus the portions thereof applied from time to time after the Restatement Date under Section 2.17 hereof to increase the Revolving Credit Aggregate Commitment.

     “Revolving Credit Percentage” shall mean with respect to each Revolving Credit Bank, its percentage share, as set forth on Schedule 1.2. under column 1, of the Revolving Credit and its risk participation in Letters of Credit and in any outstanding Swing Line Advances, as such Schedule may be revised from time to time by Agent in accordance with Section 13.8.

     “Secured Parties” or “Secured Creditors”, as used in any Loan Document, shall mean the Banks.

     “Secured Obligations”, as used in any Loan Document shall mean the Obligations.

     “Security Agreement” shall mean collectively, the agreements identified on Schedule 1.5 annexed hereto as may be amended, restated, supplemented or replaced from time to time and any other security agreement executed on or after the Effective Date by Company or any Subsidiary, in form satisfactory to the Agent, pursuant to Section 7.17 hereof, as such security agreements may be amended, restated or otherwise modified from time to time.

     “Senior Funded Debt” shall mean, as of any date of determination, Consolidated Funded Debt other than Subordinated Debt.

     “Standby Letter(s) of Credit” shall mean any standby letters of credit issued by Issuing Bank at the request of or for the account of an Account Party or Account Parties pursuant to Section 3 hereof.

     “Standby Letter of Credit Documents” is defined in Section 3.7.

     “Subordination Agreement” shall mean any subordination agreement entered into from time to time between Agent, for and on behalf of the Banks, and any holder of Subordinated Debt, to evidence the subordination of such Debt to the Obligations, as each such subordination agreement may be amended from time to time.

     “Subordinated Debt” shall mean Funded Debt of the Company which has been subordinated in right of payment and priority to the Obligations, all on terms and conditions satisfactory to the Agent and the Majority Banks.

     “Subordinated Debt Documents” shall mean and include any documents evidencing any Subordinated Debt, in each case as the same may be amended, modified or supplemented from time to time in compliance with the terms of this Agreement.

     “Subordinated Debt Holder” shall mean the holder or payee of Subordinated Debt.

     “Subordinated Notes” shall mean any notes or instruments evidencing Subordinated Debt as the same may be amended, modified or supplemented from time to time in compliance with the terms of this Agreement.

     “Subsidiary(ies)” shall mean any other corporation, association, joint stock company, business trust, limited liability company or any other business entity of which more than fifty percent (50%) of the outstanding voting stock, share capital, membership or other interests, as the case may be, is owned either directly or indirectly by any Person or one or more of its Subsidiaries, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by any Person and/or its Subsidiaries. Unless otherwise specified to the contrary herein or the context otherwise requires, Subsidiary(ies) shall refer to each Person which is a Subsidiary of the Company.

     “Subsidiary Pledge Agreement” shall mean that certain Pledge and Security Agreement – Subsidiary dated June 28, 2001 between Olympic Steel-Minneapolis, Inc. and National City Commercial Finance, Inc. (predecessor administrative agent to Agent, as agent for the Banks) and any other security agreement executed on or after the date hereof by Company or any Subsidiary in favor of Agent for the benefit of the Banks, pursuant to Section 7.17 hereof, as such agreements may be amended, restated or otherwise modified from time to time.

     “Swing Line” shall mean the revolving credit loans to be advanced to the Company by the Swing Line Bank pursuant to Section 2.5 hereof, in an aggregate amount (subject to the terms hereof), not to exceed, at any one time outstanding, the Swing Line Maximum Amount.

     “Swing Line Advance” shall mean a borrowing made by Swing Line Bank to the Company pursuant to Section 2.5 hereof.

     “Swing Line Bank” shall mean Comerica Bank in its capacity as lender under Section 2.5 of this Agreement or its successor as lender of the Swing Line.

     “Swing Line Maximum Amount” shall mean Twenty Million Dollars ($20,000,000).

     “Swing Line Notes” shall mean the swing line notes which may be issued by the Company at the request of Swing Line Bank pursuant to Section 2.5 hereof in the form annexed hereto as Exhibit C, as the case may be, as such Notes may be amended or supplemented from time to time, and any notes issued in substitution, replacement or renewal thereof from time to time.

     “Uniform Commercial Code” or “UCC” shall mean the Uniform Commercial Code of any applicable state, and, unless specified otherwise the Uniform Commercial Code as in effect in the State of Michigan.

     “USA Patriot Act” is defined in Section 6.9.

     2.1 Commitment . Subject to the terms and conditions of this Agreement (including without limitation Section 2.3 hereof), each Revolving Credit Bank severally and for itself alone agrees to make its Revolving Credit Percentage of Advances of the Revolving Credit in Dollars to the Company from time to time on any Business Day during the period from the Restatement Effective Date until (but excluding) the Revolving Credit Maturity Date in an aggregate amount, not to exceed at any one time outstanding, such Bank’s Revolving Credit Percentage of the Revolving Credit Aggregate Commitment; provided , however, (i) the amount of any Revolving Credit Advance to be made shall not exceed Availability unless it is being used to pay reimbursement obligations in accordance with Section 3.6 of this Agreement or to refund or convert an outstanding Advance and (ii) no Advance of the Revolving Credit shall be made by Agent or any Bank if prior to the funding of such Advance the Agent and such Bank have obtained actual knowledge (as determined in accordance with Section 12.8 hereof for the Agent and each Bank) that after giving effect to such Advance an Event of Default would exist under Section 7.19 hereof based on the then most recent Borrowing Base Certificate furnished by Company to Agent under Section 7.2(d) hereof; provided , however, the provisions of this clause (ii) shall not apply to any Advance the proceeds of which shall be used to refund or convert a Swing Line Advance, or will be used to pay Reimbursement Obligations; and provided , further, however, that the Revolving Credit Banks shall be obligated to make an Advance of the Revolving Credit upon the date on which such Event(s) of Default has (have) been waived by the requisite Revolving Credit Banks, as applicable. Subject to the terms and conditions set forth herein, advances, repayments and readvances may be made under the Revolving Credit.

     2.2 Accrual of Interest and Maturity; Evidence of Obligations . (a) The Company hereby unconditionally promises to pay to the Agent for the account of each Revolving Credit Bank the then unpaid principal amount of each Revolving Credit Advance (plus all accrued and unpaid interest) of such Revolving Credit Bank to the Company on the Revolving Credit Maturity Date and on such other dates and in such other amounts as may be required from time to time pursuant to this Agreement.

     (b) Each Revolving Credit Bank shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Company to the appropriate lending office of such Revolving Credit Bank resulting from each Revolving Credit Advance made by such lending office of such Revolving Credit Bank from time to time, including the amounts of principal and interest payable thereon and paid to such Revolving Credit Bank from time to time under this Agreement.

     (c) The Agent shall maintain the Register pursuant to Section 13.8(f), and a subaccount therein for each Revolving Credit Bank, in which Register and subaccounts (taken together) shall be recorded (i) the amount of each Revolving Credit Advance made hereunder, the type thereof and each Interest Period applicable to any Eurocurrency-based Advance, (ii) the amount of any principal or interest due and payable or to become due and payable from the Company to each Revolving Credit Bank hereunder in respect of the Revolving Credit Advances and (iii) both the amount of any sum received by the Agent hereunder from the Company in respect of the Revolving Credit Advances and each Revolving Credit Bank’s share thereof.

     (d) The entries made in the Register and the accounts of each Revolving Credit Bank maintained pursuant to paragraphs (b) and (c) of this Section 2.1 shall, absent manifest error, to

the extent permitted by applicable law, be rebuttably presumptive evidence of the existence and amounts of the obligations of the Company therein recorded; provided, however, that the failure of any Revolving Credit Bank or the Agent to maintain the Register or any such account, as applicable, or any error therein, shall not in any manner affect the obligation of the Company to repay the Revolving Credit Advances (and all other amounts owing with respect thereto) made to the Company by the Revolving Credit Banks in accordance with the terms of this Agreement.

     (e) The Company agrees that, upon written request to the Agent (with a copy to the Company) by any Revolving Credit Bank, the Company will execute and deliver, to such Revolving Credit Bank, at Company’s own expense, a Revolving Credit Note evidencing the outstanding Revolving Credit Advances owing to such Revolving Credit Bank.

     2.3 Requests for and Refundings and Conversions of Advances . The Company may request an Advance of the Revolving Credit, refund any such Advance in the same type of Advance or convert any such Advance to any other type of Advance of the Revolving Credit only after delivery to Agent of a Request for Revolving Credit Advance executed by a person previously authorized (in a writing delivered to the Agent) by the Company to execute such Request, subject to the following:

     (a) each such Request for Revolving Credit Advance shall set forth the information required on the Request for Revolving Credit Advance form annexed hereto as Exhibit A, including without limitation:

	(i)		the proposed date of such Advance, which must be a Business Day;
	(ii)		whether such Advance is a refunding or conversion of an outstanding Advance; and
	(iii)		whether such Advance is to be a Prime-based Advance or a Eurocurrency-based Advance, and, except in the case of a Prime-based Advance, the first Interest Period applicable thereto.

     (b) each such Request for Revolving Credit Advance shall be delivered to Agent by 1:00 p.m. (Detroit time) three (3) Business Days prior to the proposed date of Advance, except in the case of a Prime-based Advance, for which the Request for Advance must be delivered by 1:00 p.m. (Detroit time) on such proposed date for Advances;

     (c) on the proposed date of such Advance, after giving effect to all Advances and Letters of Credit requested by the Company on such date (including, without duplication, the deemed Advances funded by Agent under Section 3.6(a) hereof in respect of the Company’s or an applicable Account Party’s reimbursement obligations hereunder), the sum of the aggregate principal amount of all Advances of the Revolving Credit and of the Swing Line requested or outstanding on such date plus the Letter of Credit Obligations as of such date, shall not exceed the lesser of the then applicable (i) Revolving Credit Aggregate Commitment and (ii) Borrowing Base; provided , however, that, in the case of any Advance being applied to refund or convert an outstanding Advance, the aggregate principal amount of such Advances to be refunded or converted shall not be included for purposes of calculating availability under this Section 2.3(c);

     (d) in the case of a Prime-based Advance, the principal amount of the initial funding of such Advance, shall be not less than the applicable amount set forth on Schedule 1.6 annexed hereto;

     (e) in the case of a Eurocurrency-based Advance, the principal amount of such Advance, plus the amount of any other outstanding Advance of the Revolving Credit to be then combined therewith having the same Applicable Interest Rate and Interest Period, if any, shall be not less than the applicable amount set forth on Schedule 1.6 annexed hereto and at any one time there shall not be in effect more than three (3) Eurocurrency-based Rates and Eurocurrency-Interest Periods;

     (f) a Request for Revolving Credit Advance, once delivered to Agent, shall not be revocable by the Company;

     (g) each Request for Revolving Credit Advance shall constitute a certification by the Company, as of the date thereof that:

	(i)		both before and after such Advance, the obligations of the Loan Parties set forth in this Agreement and the other Loan Documents to which such Persons are parties are valid, binding and enforceable obligations of such Loan Parties (subject to the limitations set forth in Section 6.7 and Section 6.8 of this Agreement);
	(ii)		all conditions to Advances of the Revolving Credit have been satisfied, and shall remain satisfied to the date of such Advance (both before and after giving effect to such Advance);
	(iii)		there is no Default or Event of Default in existence, and none will exist upon the making of such Advance (both before and after giving effect to such Advance);
	(iv)		the representations and warranties contained in this Agreement and the other Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as of the making of such Advance (both before and after giving effect to such Advance), other than any representation or warranty that expressly speaks only as of a different date; and
	(v)		the execution of such Request for Advance will not violate the material terms and conditions of any material contract, agreement or other Debt of the Company.

Agent, acting on behalf of the Revolving Credit Banks, may, at its option, lend under this Section 2.3 upon the telephone or email request of a person previously authorized (in a writing delivered to the Agent) by the Company to make such requests and, in the event Agent, acting on behalf of the Revolving Credit Banks, makes any such Advance upon a telephone request, the requesting officer shall fax or deliver by electronic file to Agent, on the same day as such telephone or email request, a Request for Advance. The Company hereby authorizes Agent to disburse

Advances under this Section 2.3 pursuant to the telephone or email instructions of any person purporting to be a person identified by name on a written list of persons authorized by the Company and delivered to Agent prior to the date of such request to make Requests for Advance on behalf of the Company. Notwithstanding the foregoing, the Company acknowledges that the Company shall bear all risk of loss resulting from disbursements made upon any telephone or email request. Each telephone or email request for an Advance shall constitute a certification of the matters set forth in the Request for Revolving Credit Advance form as of the date of such requested Advance.

     2.4 Disbursement of Advances.

     (a) Upon receiving any Request for Revolving Credit Advance from the Company under Section 2.3 hereof, Agent shall promptly notify each Revolving Credit Bank by wire, telex or telephone (confirmed by wire, telecopy or telex) of the amount of such Advance to be made and the date such Advance is to be made by said Revolving Credit Bank pursuant to its Percentage of such Advance. Unless such Revolving Credit Bank’s commitment to make Advances of the Revolving Credit hereunder shall have been suspended or terminated in accordance with this Agreement, each such Revolving Credit Bank shall make available the amount of its Percentage of each Advance in immediately available funds to Agent, as follows:

	(i)		for Domestic Advances, at the office of Agent located at One Detroit Center, Detroit, Michigan 48226, not later than 3:00 p.m. (Detroit time) on the requested funding date; and
	(ii)		for Eurocurrency-based Advances, at the Agent’s Correspondent for the account of the Eurocurrency Lending Office of the Agent, not later than 12 noon (the time of the Agent’s Correspondent) on the requested funding date.

     (b) Subject to submission of an executed Request for Revolving Credit Advance by the Company without exceptions noted in the compliance certification therein, Agent shall make available to the Company, the aggregate of the amounts so received by it from the Revolving Credit Banks in like funds and currencies:

	(i)		for Domestic Advances, not later than 4:00 p.m. (Detroit time) on the requested funding date by credit to an account of Company maintained with Agent or to such other account or third party as Company may reasonably direct; and
	(ii)		for Eurocurrency-based Advances, not later than 4:00 p.m. (the time of the Agent’s Correspondent) on the requested funding date, by credit to an account of the Company maintained with Agent’s Correspondent or to such other account or third party as the Company may reasonably direct.

     (c) Agent shall deliver the documents and papers received by it for the account of each Revolving Credit Bank to such Revolving Credit Bank or upon its order. Unless Agent shall have been notified by any Revolving Credit Bank prior to the date of any proposed Revolving Credit Advance that such Revolving Credit Bank does not intend to make available to Agent such

Revolving Credit Bank’s Percentage of such Advance, Agent may assume that such Revolving Credit Bank has made such amount available to Agent on such date, as aforesaid and may, in reliance upon such assumption, make available to the Company a corresponding amount. If such amount is not in fact made available to Agent by such Revolving Credit Bank, as aforesaid, Agent shall be entitled to recover such amount on demand from such Revolving Credit Bank. If such Revolving Credit Bank does not pay such amount forthwith upon Agent’s demand therefor and the Agent has in fact made a corresponding amount available to the Company, the Agent shall promptly notify the Company and the Company shall pay such amount to Agent, if such notice is delivered to the Company prior to 1:00 p.m. (Detroit time) on a Business Day, on the day such notice is received, and otherwise on the next Business Day, and such amount paid by Company shall be applied as a prepayment of the Revolving Credit (without any corresponding reduction in the Revolving Credit Aggregate Commitment), reimbursing Agent for having funded said amounts on behalf of such Revolving Credit Bank. The Company shall retain its claim against such Revolving Credit Bank with respect to the amounts repaid by it to Agent and, if such Revolving Credit Bank subsequently makes such amounts available to Agent, Agent shall promptly make such amounts available to the Company as a Revolving Credit Advance. The Agent shall also be entitled to recover from such Revolving Credit Bank or the Company, as the case may be, but without duplication, interest on such amount in respect of each day from the date such amount was made available by Agent to the Company, to the date such amount is recovered by Agent, at a rate per annum equal to:

	(i)		in the case of such Revolving Credit Bank, for the first two (2) Business Days such amount remains unpaid, with respect to Domestic Advances, the Federal Funds Effective Rate, and with respect to Eurocurrency-based Advances, Agent’s aggregate marginal cost (including the cost of maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Agent as a result of such failure to deliver funds hereunder) of carrying such amount and thereafter, at the rate of interest then applicable to such Revolving Credit Advances; and
	(ii)		in the case of Company, the rate of interest then applicable to such Advance of the Revolving Credit.

The obligation of any Revolving Credit Bank to make any Advance of the Revolving Credit hereunder shall not be affected by the failure of any other Revolving Credit Bank to make any Advance hereunder, and no Revolving Credit Bank shall have any liability to the Company or any of its Subsidiaries, the Agent, any other Revolving Credit Bank, or any other party for another Revolving Credit Bank’s failure to make any loan or Advance hereunder. In the event any Bank shall fail to advance any amounts required to be advanced in accordance with the terms of this Article 2 (a “Defaulting Bank”), the Agent shall promptly provide written notice thereof to the Company and to each other Bank (each such other Bank being referred to in this Section as a “Non-Defaulting Bank”). Each Non-Defaulting Bank shall have ten (10) Business Days from receipt of said notice to exercise its option to agree to enter into an agreement pursuant to which the Non-Defaulting Bank shall assume the Defaulting Bank’s rights and obligations under

this Agreement, its Notes and the other Loan Documents. The Non-Defaulting Bank shall exercise such option by providing written notice of same to the Defaulting Bank (and if there is more than one Non-Defaulting Bank, the assignment agreement shall be entered into with the Non-Defaulting Bank who first notifies the Defaulting Bank of its decision to exercise said option) and to the Company. If no Non-Defaulting Bank shall exercise the above-described option within the said ten (10) Business Day period and if the Company shall, subject to Section 13.8(c) hereof, within sixty (60) days of delivering the notice described above, advise such Defaulting Bank of another bank or financial institution to which assignments are permitted pursuant to Section 13.8(c) hereof and which is willing to assume such Defaulting Bank’s rights and obligations under this Agreement, its Notes and the other Loan Documents (each such bank or financial institution being hereinafter referred to as a “Potential Financial Institution”), such Defaulting Bank shall, subject to Section 13.8(c), assign its said rights and obligations to the Potential Financial Institution; provided however that any such assignment shall not alter the Company’s remedies vis a vis the Defaulting Bank.

     2.5 Swing Line Advances . The Swing Line Bank shall, on the terms and subject to the conditions hereinafter set forth (including without limitation Section 2.5(c) hereof), make one or more advances (each such advance being a “Swing Line Advance”) to the Company, from time to time on any Business Day during the period from the Amendment Restatement Date to (but excluding) the Revolving Credit Maturity Date in an amount not to exceed in the aggregate at any time outstanding the Swing Line Maximum Amount.

     Swing Line Bank shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Company to Swing Line Bank resulting from each Swing Line Advance of such Bank from time to time, including the amounts of principal and interest payable thereon and paid to such Bank from time to time. The entries made in such account or accounts of Swing Line Bank shall, to the extent permitted by applicable law, be rebuttably presumptive evidence, absent manifest error, of the existence and amounts of the obligations of the Company therein recorded; provided, however, that the failure of Swing Line Bank to maintain such account, as applicable, or any error therein, shall not in any manner affect the obligation of the Company to repay the Swing Line Advances (and all other amounts owing with respect thereto) made to Company by Swing Line Bank in accordance with the terms of this Agreement. Advances, repayments and readvances under the Swing Line may be made, subject to the terms and conditions of this Agreement. Each Swing Line Advance shall mature and the principal amount thereof shall be due and payable by the Company fourteen (14) days after the date such Swing Line Advance is made and, in any event, no later than the Revolving Credit Maturity Date.

     The Company agrees that, upon the written request of Swing Line Bank, the Company will execute and deliver to Swing Line Bank a Swing Line Note; provided, that the delivery of such Swing Line Note shall not be a condition precedent to the Restatement Effective Date.

     (a)  Accrual of Interest . Each Swing Line Advance shall, from time to time after the date of such Advance, bear interest at its Applicable Interest Rate. The amount and date of each Swing Line Advance, its Applicable Interest Rate, its Interest Period, if any, and the amount and

date of any repayment shall be noted on Swing Line Bank’s account maintained pursuant to this Section 2.5, which records will be rebuttably presumptive evidence thereof, absent manifest error; provided, however, that any failure by the Swing Line Bank to record any such information shall not relieve the Company of its obligation to repay the outstanding principal amount of such Advance, all interest accrued thereon and any amount payable with respect thereto in accordance with the terms of this Agreement and the other Loan Documents.

     (b)  Requests for Swing Line Advances . The Company may request a Swing Line Advance only after the delivery to Swing Line Bank of a Request for Swing Line Advance executed by a person authorized (in a writing a copy of which has been previously delivered to the Agent) by the Company to make such requests, subject to the following:

	(i)		each such Request for Swing Line Advance shall set forth the information required on the Request for Advance form annexed hereto as Exhibit D, including without limitation the proposed date of such Swing Line Advance, which must be a Business Day;
	(ii)		on the proposed date of such Swing Line Advance, after giving effect to all Swing Line Advances requested by the Company on such date of determination, the aggregate principal amount of all Swing Line Advances outstanding on such date shall not exceed the Swing Line Maximum Amount.
	(iii)		on the proposed date of such Swing Line Advance, after giving effect to all Advances and Letters of Credit requested by the Company on such date of determination (including, without duplication, deemed Advances made under Section 3.6(a) hereof in respect of the Company’s or an applicable Account Party’s reimbursement obligations hereunder), the sum of the aggregate principal amount of all Advances of the Revolving Credit and of the Swing Line requested or outstanding on such date plus the Letter of Credit Obligations on such date shall not exceed the lesser of the then applicable (i) Revolving Credit Aggregate Commitment and (ii) Borrowing Base;
	(iv)		the principal amount of the initial funding of such Advance, as opposed to any refunding or conversion thereof, shall be at least the applicable amount set forth on Schedule 1.6 annexed hereto or such lesser amount as agreed to by Agent from time to time;
	(v)		each such Request for Swing Line Advance shall be delivered to the Swing Line Bank by 3:00 p.m. (Detroit time) on the proposed date of the Advance; and
	(vi)		each Request for Swing Line Advance, once delivered to Swing Line Bank, shall be irrevocable by the Company, and shall constitute and include a certification by the Company as of the date thereof that:

	(A)		both before and after making such Swing Line Advance, the obligations of the Loan Parties set forth in this Agreement and the other Loan Documents, are valid, binding and enforceable obligations of such Loan Parties (subject to the limitations set forth in Section 6.7 of this Agreement);
	(B)		all conditions to the making of Swing Line Advances have been satisfied (both before and after giving effect to such Advance);
	(C)		both before and after giving effect to such Swing Line Advance, there is no Default or Event of Default in existence; and
	(D)		both before and after giving effect to such Swing Line Advance, the representations and warranties contained in this Agreement and the other Loan Documents are true and correct in all material respects, other than any representation or warranty that expressly speaks only as of a different date.

     Swing Line Bank, may, at its option, lend under this Section 2.5(c) upon the telephone request of an authorized officer of Company and, in the event Swing Line Bank makes any such Advance upon a telephone request or email request, the requesting officer shall, if so requested by Swing Line Bank, fax or send by electronic transmission to Swing Line Bank, on the same day as such telephone request, a Request for Swing Line Advance. Company hereby authorizes Swing Line Bank to disburse Advances under this Section 2.5(c) pursuant to the telephone instructions of any person purporting to be a person identified by name on a written list of persons authorized by the Company to make Requests for Advance on behalf of the Company. Notwithstanding the foregoing, the Company acknowledges that Company shall bear all risk of loss resulting from disbursements made upon any telephone or email request. Each telephone or email request for an Advance shall constitute a certification of the matters set forth in the Request for Swing Line Advance form as of the date of such requested Advance. Swing Line Bank shall promptly deliver to Agent by telecopy or electronic transmission a copy of any Request for Advance received hereunder.

     (c)  Disbursement of Swing Line Advances . Subject to submission of an executed Request for Swing Line Advance by the Company without exceptions noted in the compliance certification therein, Swing Line Bank shall make available to the Company the amount so requested, in like funds and currencies, not later than 4:00 p.m. (Detroit time) on the date of such Advance by credit to an account of the Company maintained with Agent or to such other account or third party as the Company may reasonably direct in writing.

     Swing Line Bank shall promptly notify Agent of any Swing Line Advance by telephone, telex or telecopier.

     (d)  Refunding of or Participation Interest in Swing Line Advances .

(i)

The Agent, at any time in its sole and absolute discretion, may, in each case on behalf of the Company (which hereby irrevocably directs the Agent to act on its behalf) request each of the Revolving Credit Banks

			(including the Swing Line Bank in its capacity as a Revolving Credit Bank) to make an Advance of the Revolving Credit to the Company in an amount equal to such Revolving Credit Bank’s Percentage of the principal amount of the aggregate Swing Line Advances outstanding on the date such notice is given (the “Refunded Swing Line Advances”). In the case of each Refunded Swing Line Advance, the applicable Advance of the Revolving Credit used to refund such Swing Line Advance shall be a Prime-based Advance. In connection with the making of any such Refunded Swing Line Advances or the purchase of a participation interest in Swing Line Advances under Section 2.5(d)(ii) hereof, the Swing Line Bank shall retain its claim against the Company for any unpaid interest or fees in respect thereof accrued to the date of such refunding. Unless any of the events described in Section 9.1(j) hereof shall have occurred (in which event the procedures of subparagraph (ii) of this Section 2.5(d) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of an Advance of the Revolving Credit are then satisfied but subject to Section 2.5(d)(iii), each Revolving Credit Bank shall make the proceeds of its Advance of the Revolving Credit available to the Agent for the benefit of the Swing Line Bank at the office of the Agent specified in Section 2.4(a) hereof prior to 11:00 a.m. Detroit time (for Domestic Advances) on the Business Day next succeeding the date such notice is given, in immediately available funds. The proceeds of such Advances of the Revolving Credit shall be immediately applied to repay the Refunded Swing Line Advances in accordance with the provisions of Section 10.1 hereof.
	(ii)		If, prior to the making of an Advance of the Revolving Credit pursuant to subparagraph (i) of this Section 2.5(d), one of the events described in Section 9.1(j) hereof shall have occurred, each Revolving Credit Bank will, on the date such Advance of the Revolving Credit was to have been made, purchase from the Swing Line Bank an undivided participating interest in each Swing Line Advance that was to have been refunded in an amount equal to its Percentage of such Swing Line Advance. Each Revolving Credit Bank within the time periods specified in Section 2.5(d)(i) hereof, as applicable, shall immediately transfer to the Agent, in immediately available funds, the amount of its participation and upon receipt thereof the Agent will deliver to such Revolving Credit Bank a Swing Line Participation Certificate in the form of Exhibit E evidencing such participation.
	(iii)		Each Revolving Credit Bank’s obligation to make Advances of the Revolving Credit and to purchase participation interests in accordance with clauses (i) and (ii) of this Section 2.5(d) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Credit Bank may have against Swing Line Bank, the Company or any other Person for any reason whatsoever;

(ii) the occurrence or continuance of any Default or Event of Default; (iii) any adverse change in the condition (financial or otherwise) of the Company or any other Person; (iv) any breach of this Agreement by the Company or any other Person; (v) any inability of the Company to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such Advance is to be made or such participating interest is to be purchased; (vi) the termination of the Revolving Credit Aggregate Commitment hereunder; or (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Revolving Credit Bank does not make available to the Agent the amount required pursuant to clause (i) or (ii) above, as the case may be, the Agent shall be entitled to recover such amount on demand from such Revolving Credit Bank, together with interest thereon for each day from the date of non-payment until such amount is paid in full (x) for the first two (2) Business Days such amount remains unpaid, at the Federal Funds Effective Rate and (y) thereafter, at the rate of interest then applicable to such Swing Line Advances. The obligation of any Revolving Credit Bank to make available its pro rata portion of the amounts required pursuant to clause (i) or (ii) above shall not be affected by the failure of any other Revolving Credit Bank to make such amounts available, and no Revolving Credit Bank shall have any liability to the Company and its Subsidiaries, the Agent, the Swing Line Bank, or any other Revolving Credit Bank or any other party for another Revolving Credit Bank’s failure to make the amounts required under clause (i) or (ii) available.

     (e) Notwithstanding the foregoing, however, no Revolving Credit Bank shall be obligated to make an Advance of the Revolving Credit under Section 2.5(d)(i) of this Agreement or shall be deemed to have acquired a participation in a Swing Line Advance if, prior to the funding of such Swing Line Advance by the Swing Line Bank, the Swing Line Bank and Agent had obtained actual knowledge (as determined in accordance with Section 12.8 hereof for the Agent and the Swing Line Bank) that (i) an Event of Default had occurred and was continuing or (ii) after giving effect to such Swing Line Advance an Event of Default would exist under Section 7.19 hereof based on the most recent Borrowing Base Certificate furnished by Company to Agent under Section 7.2(d) hereof; provided , however, that the Revolving Credit Banks shall be obligated to make an Advance of the Revolving Credit under Section 2.5(d)(i) of this Agreement to refund or convert a Swing Line Advance or shall be deemed to have acquired such a participation upon the date on which such Event(s) of Default has (have) been waived by the requisite Revolving Credit Banks, as applicable.

     2.6 Prime-based Interest Payments . Interest on the unpaid balance of all Prime-based Advances of the Revolving Credit and all Swing Line Advances from time to time outstanding shall accrue from the date of such Advance to the date repaid, at a per annum interest rate equal to the Prime-based Rate, and shall be payable quarterly in immediately available funds on the first day of each February, May, August and November thereafter. Interest accruing at the Prime-based Rate shall be computed on the basis of a 360 day year and assessed for the actual number of days elapsed, and in such computation effect shall be given to any change in the interest rate

resulting from a change in the Prime-based Rate on the date of such change in the Prime-based Rate.

     2.7 Eurocurrency-based Interest Payments . Interest on each Eurocurrency-based Advance of the Revolving Credit shall accrue at its Eurocurrency-based Rate and shall be payable on the last day of the Interest Period applicable thereto (unless accelerated in accordance with the terms of this Agreement); provided, however, if such Interest Period in respect of any such Eurocurrency-based Advance is more than three (3) months, interest thereon shall also be payable at intervals of three (3) months from the date of such Advance. Interest accruing at the Eurocurrency-based Rate shall be computed on the basis of a 360 day year and assessed for the actual number of days elapsed from the first day of the Interest Period applicable thereto to, but not including, the last day thereof.

     2.8 Interest Payments on Conversions . Notwithstanding anything to the contrary in the preceding sections, all accrued and unpaid interest on any Advance refunded or converted pursuant to Section 2.3 or 2.5(d) hereof (except for refundings or conversions of Prime-based Advances) shall be due and payable in full on the date such Advance is refunded or converted.

     2.9 Interest on Default . In the event and so long as any Event of Default shall exist, in the case of any Event of Default under Sections 9.1(a) or 9.1(j), immediately upon the occurrence thereof, and in the case of all other Events of Default, upon notice from the Majority Banks, interest shall be payable on demand on all Advances from time to time outstanding (and, to the extent delinquent, on all other monetary obligations of Company hereunder and under the other Loan Documents) at a per annum rate equal to the Applicable Interest Rate in respect of each such Advance plus, in the case of Eurocurrency-based Advances, two percent (2%) for the remainder of the then existing Interest Period, if any, and at all other such times and for all Prime-based Advances from time to time outstanding, at a per annum rate equal to the Prime-based Rate plus two percent (2%).

     2.10 Optional Prepayments . (a) The Company may prepay all or part of the outstanding principal of any Prime-based Advance(s) of the Revolving Credit at any time, provided that the amount of any partial prepayment shall be at least the applicable amount set forth on Schedule 1.6 annexed hereto and, after giving effect to any such partial prepayment, the aggregate balance of Prime-based Advance(s) of the Revolving Credit remaining outstanding, if any, shall be at least the applicable amount set forth on Schedule 1.6 annexed hereto. Subject to Section 11.1 hereof and to the other terms and conditions of this Agreement, the Company may prepay all or part of any Eurocurrency-based Advance of the Revolving Credit (subject to not less than one (1) Business Day’s notice to Agent) provided that the amount of any such partial prepayment shall be at least the applicable amount set forth on Schedule 1.6 annexed hereto, and after giving effect to any such partial prepayment, the unpaid portion of such Advance which is refunded or converted under Section 2.3 hereof shall be at least the applicable amount set forth on Schedule 1.6 annexed hereto.

     (b) The Company may prepay all or part of the outstanding principal of any Swing Line Advance at any time.

     (c) Any prepayment of a Prime-based Advance made in accordance with this Section shall be without premium or penalty and any prepayment of any other type of Advance shall be subject to the provisions of Section 11.1, but otherwise without premium or penalty.

     2.11 Prime-based Advance in Absence of Election or Upon Default . If, (a) as to any outstanding Eurocurrency-based Advance of the Revolving Credit, Agent has not received payment of all outstanding principal and accrued interest on the last day of the Interest Period applicable thereto, or does not receive a timely Request for Advance meeting the requirements of Section 2.3 or 2.5(c) hereof with respect to the refunding or conversion of such Advance, or (b) subject to Section 2.9 hereof, if on the last day of the applicable Interest Period a Default or an Event of Default shall have occurred and be continuing, then, on the last day of the applicable Interest Period the principal amount of any Eurocurrency-based Advance which has not been prepaid shall, absent a contrary election of the Majority Banks, be converted automatically to a Prime-based Advance and the Agent shall thereafter promptly notify the Company of said action.

     2.12 Revolving Credit Commitment Fee . From the Effective Date to the Revolving Credit Maturity Date, the Company shall pay to the Agent for distribution to the Revolving Credit Banks pro-rata in accordance with their respective Revolving Credit Percentages, a Revolving Credit Commitment Fee quarterly in arrears on the first day of each August, November, February and May, commencing August 1, 2008 (in respect of the prior three-month period or portion thereof). The Revolving Credit Commitment Fee payable to each Revolving Credit Bank shall be determined by multiplying the Applicable Fee Percentage times the average daily amount by which such Bank’s Percentage of the Revolving Credit Aggregate Commitment then in effect exceeds such Bank’s Percentage of the aggregate amount of the Advances outstanding under the Revolving Credit (including Swing Line Advances) plus the aggregate outstanding amount of the Letter of Credit Obligations. The Revolving Credit Commitment Fee shall be computed on the basis of a year of three hundred sixty (360) days and assessed for the actual number of days elapsed. Whenever any payment of the Revolving Credit Commitment Fee shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next Business Day. Upon receipt of such payment, Agent shall make prompt payment to each Revolving Credit Bank of its share of the Revolving Credit Commitment Fee based upon its respective Revolving Credit Percentage. It is expressly understood that the Revolving Credit Commitment Fees described in this Section are not refundable under any circumstances.

2.13

Mandatory Repayment of Revolving Credit Advances and Reductions of the Revolving Credit Aggregate Commitment.

     (a) If at any time and for any reason the aggregate outstanding principal amount of Revolving Credit Advances plus Swing Line Advances hereunder to the Company, plus the outstanding Letter of Credit Obligations, shall exceed the lesser of the then applicable (i) Revolving Credit Aggregate Commitment and (ii) Borrowing Base, the Company shall immediately reduce any pending request for a Revolving Credit Advance on such day by the amount of such excess and, to the extent any excess remains thereafter, immediately repay an amount of the Obligations equal to such excess and, to the extent such Obligations consist of Letter of Credit Obligations, provide cash collateral on the basis set forth in Section 9.2 hereof. The Company acknowledges that, in connection with any repayment required hereunder, it shall

also be responsible for the reimbursement of any prepayment or other costs required under Section 11.1 hereof; provided , however, that the Company shall, in order to reduce any such prepayment costs and expenses, first prepay such portion of the Obligations then carried as a Prime-based Advance, if any;

     (b) Immediately upon receipt by the Company or any Subsidiary of the cash proceeds of the issuance of any Equity Interests of such Person or of any Subordinated Debt issued after the Restatement Effective Date by such Person, the Company shall be obligated to repay the amount of the Revolving Credit Aggregate Commitment (and make any required payment under Section 2.13(e) below) by an amount equal to (y) one hundred percent (100%) of such cash proceeds in the case of any other issuance of Equity Interests or (z) one hundred percent (100%) of any such issuance of Subordinated Debt (net, in any case, of reasonable and customary costs and expenses of issuance); provided , the Company shall not be required to make prepayments under this Section for the first $100,000 of such proceeds received each fiscal year from the exercise of employee stock options or purchases made under employee stock option or stock purchase plans;

     (c) Subject to the provisions of Section 8.9 below, immediately upon receipt by the Company or any Subsidiary of any Net Cash Proceeds in excess of One Hundred Thousand Dollars ($100,000) of all Asset Sales completed in any fiscal year, Company shall be obligated to permanently reduce (and make any required repayment under Section 2.13(e) below) the amount of the Revolving Credit Aggregate Commitment by an amount equal to one hundred percent (100%) of such Net Cash Proceeds;

     (d) The reductions of the Revolving Credit Aggregate Commitment pursuant to subparagraphs (b) and (c) above shall be accompanied in each case by prepayments of principal sufficient to reduce the outstanding principal balance under the Revolving Credit (taking into account outstanding Letters of Credit and Swing Line Advances) to an amount not greater than the Revolving Credit Aggregate Commitment, as so reduced. Unless directed otherwise in writing by Company to Bank, prepayments under this Section 2.13(d) shall be applied first to Swing Line Advances, then to Revolving Credit Advances bearing interest at the Prime-based Rate, then to Eurocurrency-based Advances, subject to the provisions of Section 2.3(e) below. Company acknowledges that in connection with any prepayment required hereunder, it shall also be responsible for the reimbursement of any prepayment or other costs required under Section 11.1 hereof; and

     (e) To the extent that, on the date any mandatory repayment or prepayment of the Revolving Credit Advances under this Section 2.13 or payment pursuant to the terms of any of the Collateral Documents is due (whether by reduction of the Revolving Credit Aggregate Commitment or otherwise), and the repayment or prepayment is being applied to the Obligations under the Revolving Credit or any other Obligations being carried, at the Eurocurrency-based Rate and no Default or Event of Default has occurred and is continuing, the Company may deposit the amount of such mandatory prepayment in a cash collateral account to be held by the Agent, for and on behalf of the Revolving Credit Banks (which shall be an interest-bearing account), on such terms and conditions as are reasonably acceptable to Agent and upon such deposit the obligation of the Company to make such mandatory prepayment shall be deemed satisfied. Subject to the terms and conditions of said cash collateral account, sums on deposit in said cash collateral account shall be applied (until exhausted) to reduce the principal balance of

the Revolving Credit on the last day of each Interest Period attributable to the Eurocurrency-based Advances of such Revolving Advance, thereby avoiding breakage costs under Section 11.1 hereof; provided, however, that if a Default or Event of Default shall have occurred at any time while sums are on deposit in the cash collateral account, Agent may, in its sole discretion, elect to apply such sums to reduce the principal balance of such Advances prior to the last day of the applicable Interest Period, and the Company will be obligated to pay any resulting breakage costs under Section 11.1.

     2.14 Optional Reduction or Termination of Revolving Credit Aggregate Commitment . The Company may upon at least five Business Days’ prior written notice to the Agent, permanently reduce the Revolving Credit Aggregate Commitment in whole at any time, or in part from time to time, without premium or penalty, provided that: (i) each partial reduction of the Revolving Credit Aggregate Commitment shall be in an aggregate amount equal to Five Million Dollars ($5,000,000) or a larger integral multiple of Five Hundred Thousand Dollars ($500,000); (ii) each reduction shall be accompanied by the payment of the Revolving Credit Commitment Fee accrued through the date of such reduction; (iii) the Company shall prepay in accordance with the terms hereof the amount, if any, by which the aggregate unpaid principal amount of Advances (including, without duplication, any deemed Advances made under Section 3.6 hereof) outstanding hereunder, plus the aggregate Letter of Credit Obligations, exceeds the amount of the then applicable Revolving Credit Aggregate Commitment as so reduced, together with interest thereon to the date of prepayment; (iv) no reduction shall reduce the Revolving Credit Aggregate Commitment to an amount which is less than the aggregate undrawn amount of any Letters of Credit outstanding at such time; and (v) no such reduction shall reduce the Swing Line Maximum Amount unless the Company so elects, provided, however, in no case shall the Swing Line Maximum Amount be in excess of the Revolving Credit Aggregate Commitment; provided, however that if the termination or reduction of the Revolving Credit Aggregate Commitment requires the prepayment of a Eurocurrency-based Advance and such termination or reduction is made on a day other than the last Business Day of the then current Interest Period applicable to such Eurocurrency-based Advance, then, pursuant to Section 11.1, the Company shall choose to (i) compensate the Revolving Credit Banks for any losses or (ii) provided no Default or Event of Default has occurred and is continuing, deposit the amount of such prepayment in a collateral account as provided in Section 2.13(b). Reductions of the Revolving Credit Aggregate Commitment and any accompanying prepayments of Advances of the Revolving Credit shall be distributed by Agent to each Revolving Credit Bank in accordance with such Revolving Credit Bank’s Percentage thereof, and will not be available for reinstatement by or readvance to the Company, and any accompanying prepayments of Advances of the Swing Line shall be distributed by Agent to the Swing Line Bank and will not be available for reinstatement by or readvance to the Company. Any reductions of the Revolving Credit Aggregate Commitment hereunder shall reduce each Revolving Credit Bank’s portion thereof proportionately (based on the applicable Percentages), and shall be permanent and irrevocable. Any payments made pursuant to this Section shall be applied first to outstanding Prime-based Advances under the Revolving Credit, next to Swing Line Advances, and then to Eurocurrency-based Advances of the Revolving Credit.

     2.15 Use of Proceeds of Advances . Advances of the Revolving Credit (including Swing Line Advances) shall be available for general corporate purposes of Company and its

Subsidiaries which are Guarantors, including the financing of capital expenditures and of working capital needs.

     2.16 Extensions of Revolving Credit Maturity Date . (a) Provided that no Default or Event of Default has occurred and is continuing, Company may, by written notice to Agent and each Bank (which notice shall be irrevocable and which shall not be deemed effective unless actually received by Agent and each Bank) prior to June 30, but not before March 31, of each year beginning in 2008, request that the Banks extend the then applicable Revolving Credit Maturity Date to a date that is one year later than the Revolving Credit Maturity Date then in effect (referred to in this Section 2.16 as a “Request”).

     (b) Each Bank shall, within 30 days of receipt of any such Request, notify the Agent in writing whether such Bank consents to the extension of the Revolving Credit Maturity Date, such consent to be in the sole discretion of such Bank. If any Bank does not so notify the Agent of its decision within such 30 day period, such Bank shall be deemed to have not consented to such Request of the Company.

     (c) The Agent shall promptly notify the Company whether (and which of) the Banks have consented to such Request. If the Agent does not so notify the Company within 30 days of the Agent’s receipt of such Request, the Agent shall be deemed to have notified the Company that the Banks have not consented to the Request.

     (d) Notwithstanding anything herein to the contrary, the Revolving Credit Maturity Date will not be extended unless all Banks have consented to the extension.

     2.17 Optional Increase in Revolving Credit Aggregate Commitment . Provided that no Default or Event of Default has occurred and is continuing, and provided that the Company has not previously elected to terminate the Revolving Credit Aggregate Commitment under Section 2.14 hereof, the Company may request that the Revolving Credit Aggregate Commitment be increased in an aggregate amount (for all such Requests under this Section 2.17) not to exceed the Revolving Credit Optional Increase, subject, in each case, to Section 11.1 hereof and to the satisfaction concurrently with or prior to the date of each such request of the following conditions:

     (a) the Company shall have delivered to the Agent not less than seventy five (75) days prior to the Revolving Credit Maturity Date then in effect a written request for such increase, specifying the amount of Revolving Credit Optional Increase thereby requested (each such request, a “Request for Increase”); provided, however that in the event the Company has previously delivered a Request for Increase pursuant to this Section 2.17, the Company may not deliver a subsequent Request for Increase until all the conditions to effectiveness of such first Request for Increase have been fully satisfied hereunder (or such Request for Increase has been withdrawn); and provided further that the Company may make no more than two Requests for Increase in any calendar year;

     (b) Agent shall promptly deliver to each of the existing Banks a copy of the Request for Increase and before any new lender may become a New Bank under this Agreement, each

existing Bank thereafter shall have a period of thirty (30) days to notify Company and Agent in writing whether it elects to increase its Revolving Credit Commitment and the amount of any such increase proposed by such existing Bank (“Increasing Bank”) and in the event the aggregate increases proposed by the Increasing Banks with respect to any Request for Increase exceeds the amount of the increase requested by Company, then Company and Agent shall jointly determine the amount of the increases for each Increasing Bank;

     (c) each Increasing Bank and any other lender or lenders meeting the requirements of Section 13.8(c) hereof and acceptable to the Company and the Agent (such lender, including, for the purposes of this Section 2.17, any Increasing Bank, the “New Bank(s)”; provided , however, in no event shall more than two lenders which are not Banks on the date this Section 2.17 is added to the Credit Agreement become a New Bank under this Section 2.17 without the prior written consent of the Agent and Company) shall have become a party to this Agreement by executing and delivering a New Bank Addendum for a minimum amount (including for the purposes of this Section 2.17, the existing commitment of any existing Bank) for each such New Bank of Fifteen Million Dollars ($15,000,000) and an aggregate amount for all such New Banks of that portion of the Revolving Credit Optional Increase, taking into account the amount of any prior increase in the Revolving Credit Aggregate Commitment (pursuant to this Section 2.17), covered by the applicable Request, provided, however that each New Bank shall remit to the Agent funds in an amount equal to its Percentage (after giving effect to this Section 2.17) of all Advances of the Revolving Credit then outstanding, such sums to be reallocated among and paid to the existing Banks based upon the new Percentages as determined below;

     (d) the Company (i) shall have paid to the Agent for distribution to the existing Banks, as applicable, all interest, fees (including the Revolving Credit Commitment Fee and the Letter of Credit Fees) and other amounts, if any, accrued to the effective date of such increase and any breakage fees attributable to the reduction (prior to the last day of the applicable Interest Period) of any outstanding Eurocurrency-based Advances, calculated on the basis set forth in Section 11.1 hereof as though Company has prepaid such Advances and (ii) sha