AK Steel Holding (AKS)

2.1. Revolver Commitment.

2.1.1. Revolver Loans. Each Lender agrees, severally on a Pro Rata basis up to its Revolver Commitment, on the terms set forth herein, to make Revolver Loans to Borrower from time to time through the Commitment Termination Date. The Revolver Loans may be repaid and reborrowed as provided herein. In no event shall Lenders have any obligation to honor a request for a Revolver Loan if the unpaid balance of Revolver Loans outstanding at such time (including the requested Loan) would exceed the Borrowing Base.

2.1.2. Revolver Notes. The Revolver Loans made by each Lender and interest accruing thereon shall be evidenced by the records of Agent and such Lender. At the request of any Lender, Borrower shall deliver a Revolver Note to such Lender.

2.1.3. Use of Proceeds. The proceeds of Revolver Loans shall be used by Borrower solely (a) to satisfy existing Debt; (b) to pay fees and transaction expenses associated with the closing of this credit facility; (c) to pay Obligations in accordance with this Agreement; (d) to issue Letters of Credit; and (e) for working capital and other lawful corporate purposes of Borrower.

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2.1.4. Voluntary Reduction or Termination of Revolver Commitments.

(a) The Revolver Commitments shall terminate on the Revolver Termination Date, unless sooner terminated in accordance with this Agreement. Upon at least 10 days prior written notice to Agent (or upon such shorter notice period as may be consented to by Agent in its sole discretion), Borrower may, at its option, terminate the Revolver Commitments and this credit facility. Any notice of termination given by Borrower shall be irrevocable but, subject to Agent’s discretion, may be conditioned upon the closing of a refinancing transaction. On the termination date, Borrower shall make Full Payment of all Obligations.

(b) Borrower may permanently reduce the Revolver Commitments, on a Pro Rata basis for each Lender, upon at least 10 days prior written notice to Agent (or upon such shorter notice period as may be consented to by Agent in its sole discretion), which notice shall specify the amount of the reduction and shall be irrevocable once given. Each reduction shall be in a minimum amount of $50,000,000, or an increment of $10,000,000 in excess thereof, and Borrower may not permanently reduce the Revolver Commitments by more than $400,000,000 in the aggregate.

(c) [Intentionally Omitted].

(d) Increases of the Revolver Commitments. Borrower may request in writing at any time that the then effective aggregate principal amount of Revolver Commitments be increased by a minimum amount of $50,000,000, or an increment of $10,000,000 in excess thereof; provided that (i) the aggregate principal amount of the increase in Revolver Commitments pursuant to this Section 2.1.4(d) shall not exceed $150,000,000; (ii) no Default or Event of Default shall have occurred and be continuing or shall occur as a result of such increase in Revolver Commitments; (iii) prior to the date of such increase, each Lender shall have received written notice from Agent of the aggregate principal amount of such increase; (iv) Borrower shall, and shall cause the Guarantors to, execute and deliver such documents and instruments and take such other actions as may be reasonably requested by Agent in connection with such increase and (v) such increase in the Revolver Commitment shall be subject to successful syndication thereof. Any request under this Section 2.1.4(d) shall be submitted by Borrower to Agent (and Agent shall forward copies to Lenders), specify the proposed effective date and amount of such increase and be accompanied by an officer’s certificate of Borrower stating that no Default or Event of Default exists or will occur as a result of such increase. Borrower may also specify any fees offered to those Lenders (the “Increasing Lenders”) that agree to increase the principal amount of their Revolver Commitments, which fees may be variable based upon the amount by which any such Lender is willing to increase the principal amount of its Revolver Commitment. No Lender shall have any obligation, express or implied, to offer to increase the aggregate principal amount of its Revolver Commitment. Only the consent of each Increasing Lender and Agent shall be required for an increase in the aggregate principal amount of Revolver Commitments pursuant to this Section 2.1.4(d). No Lender that elects not to increase the principal amount of its Revolver Commitment may be replaced in respect of its existing Revolver Commitment as a result thereof without such Lender’s consent.

Each Lender that desires to increase its Revolver Commitment (each a “Responding Lender”) shall as soon as practicable specify the amount of the proposed increase which it is willing to assume. If the total amount that Responding Lenders are willing to increase their Revolver Commitments exceeds the amount of the requested increase, Agent shall allocate the proposed increase among the Responding Lenders ratably in proportion to the amount that each Responding Lender specified that it was willing to assume. If the total amount that the Responding Lenders are willing to increase their Revolver Commitments is less than the amount of the proposed increase, Borrower may designate new lenders who qualify as Eligible Assignees and who are reasonably acceptable to Agent as additional Lenders hereunder in accordance with this Section 2.1.4(d) (each such new lender being a “New Lender”), which New Lender may assume all or a portion of the increase in the aggregate principal amount of the Revolver Commitments.

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Each New Lender designated by Borrower and reasonably acceptable to Agent shall become an additional party hereto as a New Lender concurrently with the effectiveness of the proposed increase in the aggregate principal amount of the Revolver Commitment, upon its execution of New Lender Supplement in the form of Exhibit E-1 (and, in each case, otherwise in form and substance reasonably satisfactory to Agent) (the “New Lender Supplement”). Each Increasing Lender shall execute an Increased Commitment Agreement in the form of Exhibit E-2 (and, in each case, otherwise in form and substance reasonably acceptable to Agent).

Subject to the foregoing, any increase requested by Borrower shall be effective as of the date proposed by Borrower and agreed to by Agent and shall be in the principal amount equal to (i) the principal amount which Increasing Lenders are willing to assume as increases to the principal amount of their Revolver Commitment, plus (ii) the principal amount offered by New Lenders with respect to Revolver Commitments. Upon effectiveness of any such increase, the Pro Rata interest of each Lender will be adjusted to give effect to the increase in Revolver Commitments. To the extent that in the aggregate Revolver Commitments such adjustment results in loss or expenses to any Lender as a result of the prepayment of any LIBOR Loan on a date other than the scheduled last day of the applicable Interest Period, Borrower shall be responsible for such loss or expense pursuant to Section 3.9.

Following the effective date of such increase to the Revolver Commitments, Agent shall deliver to Borrower an amended and restated Schedule 1.1 to the Agreement reflecting such increases to the aggregate Revolver Commitments.

2.1.5. Overadvances. If the aggregate Revolver Loans exceed the Borrowing Base (“Overadvance”) or the aggregate Revolver Commitments at any time, the excess amount shall be payable by Borrower on demand by Agent, but all such Revolver Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by Required Lenders, Agent may require Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrower to cure an Overadvance, (a) when no other Event of Default is known to Agent, as long as (i) the Overadvance does not continue for more than 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvance Loans are required), and (ii) the Overadvance is not known by Agent to exceed 5% of the Borrowing Base, less any outstanding Protective Advances; and (b) regardless of whether an Event of Default exists, if Agent discovers an Overadvance not previously known by it to exist, as long as from the date of such discovery the Overadvance (i) is not increased by more than 5% of the Borrowing Base, less any outstanding Protective Advances, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause the outstanding Revolver Loans and LC Obligations to exceed the aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. In no event shall Borrower or any other Obligor be deemed a beneficiary of this Section or authorized to enforce any of its terms.

2.1.6. Protective Advances. At any time after an Event of Default has occurred and is continuing, Agent shall be authorized, in its reasonable discretion, at any time that any conditions in Section 6 are not satisfied, to make Base Rate Revolver Loans (“Protective Advances”) (a) up to an aggregate amount outstanding at any time, when aggregated with all outstanding Overadvances, of 5% of the Borrowing Base, if Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectibility or repayment of Obligations; or (b) to pay any other amounts chargeable to Obligors under any Loan Documents, including costs, fees and expenses. In no event shall Protective Advances cause the outstanding Revolving Loans and LC Obligations to exceed the aggregate Revolver Commitments. Each Lender shall participate in each Protective Advance on a Pro Rata basis. Required Lenders may at any time revoke Agent’s authority to make further Protective Advances by written notice to Agent. Absent such revocation, Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive.

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