S-4/A

As filed with the Securities and Exchange Commission on February 28, 2003

Registration No. 333-101852

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to

FORM S-4

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

NUCOR CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware	3312	13-1860817
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

2100 Rexford Road

Charlotte, North Carolina 28211

(704) 366-7000

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Terry S. Lisenby

Chief Financial Officer, Treasurer and Executive Vice President

2100 Rexford Road

Charlotte, North Carolina 28211

(704) 366-7000

(Name and address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

B. Andrew Pickens, Jr., Esq.

Moore & Van Allen PLLC

100 North Tryon Street, Suite 4700

Charlotte, North Carolina 28202

(704) 331-1000

Approximate date of commencement of proposed sale to the public:    As soon as practicable after this registration statement is declared effective in connection with the exchange offer described in the prospectus contained in this registration statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED                     , 2003

PROSPECTUS

Nucor Corporation

Offer to Exchange $350,000,000 of its 4.875% Notes due 2012,

Registered under the Securities Act, for $350,000,000 of its

Outstanding Unregistered 4.875% Notes due 2012

This exchange offer will expire at 5:00 p.m., New York City time, on , 2003, unless extended.

• We are offering to exchange $350 million aggregate principal amount of registered 4.875% notes due October 1, 2012, registered under the Securities Act, which are referred to in this prospectus as the new notes, for all $350 million aggregate principal amount of outstanding unregistered 4.875% notes due October 1, 2012, which are referred to in this prospectus as the old notes. We sometimes refer to the new notes and the old notes collectively as the notes.

• The terms of the new notes will be substantially identical to the old notes that we issued on October 1, 2002, except that the new notes will be registered under the Securities Act and generally will not be subject to transfer restrictions or registration rights. The old notes were issued in reliance upon an available exemption from the registration requirements of the Securities Act.

• We will pay interest on the new notes on each April 1 and October 1, beginning April 1, 2003.

• Subject to the terms of this exchange offer, we will exchange the new notes for all old notes that are validly tendered and not withdrawn prior to the expiration of this exchange offer. The exchange offer is not conditioned upon the exchange of a minimum principal amount of old notes.

• The exchange of old notes for new notes in this exchange offer should not be a taxable event for U.S. federal income tax purposes.

• We will not receive any proceeds from this exchange offer.

• We do not intend to list the new notes on any securities exchange or other trading market.

Investing in the new notes involves risks. You should consider carefully factors such as the risk factors beginning on page 10 of this prospectus before tendering your old notes in this exchange offer.

Neither the Securities and Exchange Commission nor any other state securities commission has approved or disapproved of the new notes or determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

Each broker-dealer that receives new notes for its own account pursuant to this exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes if the old notes were acquired by the broker-dealer as a result of market-making activities or other trading activities.

We have agreed that, starting on the date we issue the new notes and ending no later than the close of business on the date which is 180 days after completion of this exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. A broker-dealer may not participate in the exchange offer with respect to old notes acquired other than as a result of market-making activities or other trading activities. See “Plan of Distribution”.

The date of this prospectus is                     , 2003.

TABLE OF CONTENTS

	Page
IMPORTANT INFORMATION ABOUT THIS PROSPECTUS	i
WHERE YOU CAN FIND MORE INFORMATION	ii
SEC REVIEW	iii
TRADEMARKS AND TRADE NAMES	iii
SPECIAL NOTE OF CAUTION REGARDING FORWARD–LOOKING STATEMENTS	iv
PROSPECTUS SUMMARY	1
SUMMARY FINANCIAL DATA	8
RISK FACTORS	10
USE OF PROCEEDS	15
CAPITALIZATION	16
RATIO OF EARNINGS TO FIXED CHARGES	17
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA	18
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	20
INDUSTRY	28
BUSINESS	30
OUR EMPLOYEES, OFFICERS AND DIRECTORS	41
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	45
INDEBTEDNESS	46
DESCRIPTION OF MATERIAL INDEBTEDNESS	47
THIS EXCHANGE OFFER	51
DESCRIPTION OF NOTES	60
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS	74
PLAN OF DISTRIBUTION	77
LEGAL MATTERS	77
EXPERTS	77

IMPORTANT INFORMATION ABOUT THIS PROSPECTUS

In making your investment decision you should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized any person to provide you with information in addition to, different from or inconsistent with the information contained or incorporated by reference in this prospectus or to represent anything else about us. If anyone provides you with information that is in addition to, different from or inconsistent with the information contained or incorporated by reference in this prospectus, it may not be accurate or complete and you should not rely on it. Except as otherwise indicated, the information appearing in this prospectus speaks only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date. The delivery of this prospectus under any circumstances does not imply that there has been no change in our affairs or that the information herein is correct as of any date subsequent to the date hereof.

This prospectus summarizes certain documents and other information, and we refer you to them for a more complete understanding of what we discuss in the prospectus.

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We are not making this exchange offer to, and we do not intend to accept surrenders for exchange from, holders of old notes in any jurisdiction in which this exchange offer or the acceptance of this exchange offer would violate the securities or other laws of that jurisdiction.

Unless the context otherwise requires, as used in this prospectus:

• the terms “Nucor”, “our company”, “we”, “us” and “our” refer to Nucor Corporation and its subsidiaries, unless the context requires otherwise. However, for purposes of the section entitled “Description of Notes”, whenever we refer to “Nucor” or to “us”, or use terms such as “we”, “our”, or “our company”, we are referring only to Nucor Corporation and not to any of our subsidiaries;

• the term “old notes” refers to the 4.875% notes due 2012 that we issued on October 1, 2002;

• the term “new notes” refers to the 4.875% notes due 2012 that we registered under the Securities Act of 1933, as amended (which we refer to as the “Securities Act”) and that we are offering in exchange for the old notes; and

• the term “notes” refers to the old notes and the new notes, collectively.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (which we refer to as the “Exchange Act”). In accordance with the Exchange Act, we file reports, proxy statements and other information with the SEC. The reports, proxy statements and other information can be inspected and copied at the public reference facility that the SEC maintains at 450 Fifth Street, NW, Washington, D.C. 20549. Copies may be obtained from the SEC by paying the required fees. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site at http://www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including us. Our SEC filings are also available at the office of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

We “incorporate by reference” in this prospectus some of the information filed by us with the SEC, which means that we disclose important information to you by referring to those documents. The information incorporated by reference is an important part of this prospectus, and information that we subsequently file with the SEC will automatically update and supersede the information in this prospectus and in our other filings with the SEC. We incorporate by reference the documents listed below, which we have already filed with the SEC, and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until the exchange offer contemplated by this prospectus is terminated.

The following documents filed by us with the SEC are incorporated by reference in this prospectus and to the extent any information contained in any of those previously filed documents is inconsistent with this prospectus, the information contained in this prospectus will supersede information contained in those documents:

• our Annual Report on Form 10-K for the fiscal year ended December 31, 2001;

• our Quarterly Reports on Form 10-Q for the quarters ended March 30, June 29, and September 28, 2002;

• our Current Reports on Form 8-K filed on June 7, July 29, October 3 and December 20, 2002; and

• our Proxy Statement dated March 21, 2002.

As used in this prospectus, the term “prospectus” means this prospectus, including the documents incorporated by reference, as the same may be amended, supplemented or otherwise modified from time to time. We will provide without charge to each person to whom a copy of this prospectus has been delivered, on the written

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or oral request of that person, a copy of any or all of the documents which have been or may be incorporated in this prospectus by reference (other than exhibits to such documents unless those exhibits are specifically incorporated by reference in any such documents) and a copy of any or all other contracts or documents which are referred to in this prospectus.

You may request a copy of these filings and other documents, including without limitation the indenture and exchange and registration rights agreement, at no cost by contacting us at: Nucor Corporation, 2100 Rexford Road, Charlotte, North Carolina 28211, Attention: Terry S. Lisenby, Chief Financial Officer, Treasurer and Executive Vice President, or telephoning us at (704) 366-7000.

If you would like to request documents, please do so no later than    , 2003, in order to receive the documents before this exchange offer expires on    , 2003.

If we have referred in this prospectus to any contracts, agreements or other documents and have incorporated any of those contracts, agreements or documents in this prospectus or have filed them as exhibits to the registration statement, you should read the relevant document for a more complete understanding of the document or matter involved.

SEC REVIEW

On December 21, 2001, the Securities and Exchange Commission, or the SEC, publicly announced that its staff would monitor, in 2002, annual reports submitted by all Fortune 500 companies that file periodic reports with the SEC as a new initiative to significantly expand its review of financial and non-financial disclosures made by public companies. In September 2002, we received a comment letter from the staff of the SEC regarding its review of the financial statements and related disclosures included in our 2001 annual report on Form 10-K and quarterly reports on Form 10-Q for the periods ended March 30 and June 29, 2002. The comments principally ask us to provide additional information and to make additional disclosures in our financial statement footnotes and our management’s discussion and analysis. The letter requests that we prepare future filings consistent with the comments but does not request us to amend any previously filed report. We have provided responses to the SEC on these comments and have agreed to provide additional information and disclosures, principally in our financial statements and our management’s discussion and analysis, in our future filings with the SEC relating to year-end 2002 and on a going-forward basis. We believe that compliance with any or all of those comments in the preparation of the financial statements included in this prospectus would not have resulted in any change in our reported net earnings or in the calculations of EBITDA included in this prospectus.

TRADEMARKS AND TRADE NAMES

Castrip^® is a registered trademark of a joint venture between us, Broken Hill Proprietary Corporation and Ishikawajima-Harima Heavy Industries, and HIsmelt^® is a registered trademark of a joint venture between us, the Rio Tinto Group, Mitsubishi Corp. and Shougang Corp. Any references in this document to either of those terms without the “^®” symbol represent defined terms that reference the technologies bearing the trademark which includes that symbol.

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SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the information incorporated by reference in this prospectus contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, particularly those statements preceded by, followed by, or that otherwise include, the words “anticipate”, “believe”, “estimate”, “expect”, “intend”, or similar expressions. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements relating to expectations about future results or events are based upon information available to us as of the date of this prospectus, and we assume no obligation to update any of these statements. The forward-looking statements are not guarantees of our future performance, and actual results may vary materially from the results and expectations discussed. Risks and uncertainties that could cause actual results to vary materially include without limitation the following:

• The sensitivity of the results of our operations to prevailing steel prices and the price of steel scrap and other raw materials;

• The cyclical nature of the domestic steel industry;

• Intense competition, including from imports and substitute materials;

• Excess world capacity for steel production;

• Adjustments, repeal or lapse of existing U.S. tariffs on imported steel and adverse outcomes of pending and future trade cases alleging unlawful practices in connection with the importing of steel into the U.S.;

• High energy costs associated with the production of steel products;

• Capital investments and their impact on our capabilities;

• Our safety performance;

• Uncertainties regarding the cost of our compliance with future environmental laws and regulations; and

• Other factors described in this prospectus or the documents we file with the SEC and incorporate by reference into this prospectus.

For some of the additional information that could cause actual results to vary materially from those described in the forward-looking statements, you should refer to the information contained in “Risk Factors” and the filings made by us with the SEC that are incorporated by reference into this prospectus. The section entitled “Where You Can Find More Information” describes how to obtain these filings and information.

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PROSPECTUS SUMMARY

This summary highlights selected information about us, our industry and the new notes. This summary is not complete and may not contain all of the information that is important to you. You should read this entire prospectus carefully, including “Risk Factors”, and the documents that we have filed with the SEC and incorporated by reference into this prospectus.

Our Company

We are the largest steel producer in the United States. Additionally, we are the nation’s largest recycler, using steel scrap as the primary material in producing our steel products. We had sales of over $4.1 billion and recycled over 10 million tons of scrap steel in 2001. We produce and sell steel in the following forms:

• steel bars, beams, sheets and plates,

• steel joists and joist girders,

• steel deck,

• cold-finished (or rolled) steel,

• steel fasteners,

• metal building systems, and

• light gauge steel framing.

We manufacture our steel principally from steel scrap, utilizing electric arc furnaces, continuous casting and automated rolling mills. We process some of our manufactured steel to produce cold-rolled or cold-finished steel, steel joists and joist girders, and steel fasteners. We further process our cold-rolled steel to produce steel deck.

Our products are primarily carbon steel, which is steel containing iron, carbon and other alloys. A variety of alloys are used to achieve distinct properties to meet specific applications.

In 2001, approximately 90% of our hot- and cold-rolled steel production was sold to non-affiliated customers in the United States; the remainder was used by us in the manufacture of other steel products as described above. We market our steel products in the United States principally through our in-house sales force. We believe the primary competitive factors in selling steel products are price and service. We face considerable competition from numerous domestic manufacturers and foreign imports, often at prices that we believe involve “dumping” in the case of foreign imports.

We have operations in 14 states and as of February 15, 2003 had approximately 10,000 employees. None of our employees are represented by labor unions.

We were incorporated in Delaware in 1958 and maintain our principal executive offices at 2100 Rexford Road, Charlotte, North Carolina 28211, telephone (704) 366-7000.

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Recent Developments

Birmingham Steel Corporation

On December 9, 2002, we completed our acquisition of substantially all of Birmingham Steel Corporation’s assets for approximately $615 million in cash. The assets purchased include four operating mills and approximately $120 million of accounts receivable and inventory. As required by the acquisition agreement, Birmingham Steel filed for Chapter 11 bankruptcy pursuant to a pre-arranged plan, which was agreed to by us, Birmingham Steel and its secured creditors. The United States Bankruptcy Court in Delaware confirmed the plan of reorganization and approved the acquisition. The Anti-Trust Division of the United States Department of Justice granted early termination of the Hart-Scott-Rodino waiting period, allowing the transaction to proceed under the antitrust laws.

Recent Financing

On October 4, 2002, we entered into a new revolving unsecured credit facility that provides for up to $425 million in revolving loans. This credit facility consists of (i) a $125 million 364-day revolver with an option to permit us to convert amounts outstanding under this facility to a one-year term loan, and (ii) a $300 million five-year multi-currency revolver, a portion of which is available for the issuance of letters of credit and foreign currency borrowings. Borrowings under this credit facility will bear interest at LIBOR plus an applicable spread to be determined by reference to our senior unsecured debt ratings by Standard & Poor’s Ratings Services and Moody’s Investors Service. This credit facility subjects us to customary financial and other covenants. We currently have no borrowings under this new credit facility.

Our new senior credit facility replaced our old credit facilities that provided for up to $248 million in revolving loans, which were scheduled to expire from 2003 through 2007. We had no amounts outstanding under those old credit facilities.

Outlook

On February 6, 2003, we issued a fourth quarter earnings release, in which we stated that our fourth quarter earnings were expected to be $0.55 per share, based on net earnings of $42.9 million, and that sales for 2002 were expected to be $4.6 billion. Total steel production in 2002 was 13.6 million tons. We also stated that we expect the first quarter of 2003 to be impacted by continuing weak economic conditions and severely depressed levels of non-residential construction, and that, based on preliminary information, our first quarter earnings could be between $0.20 to $0.25 per share. We currently expect to file our audited 2002 year-end financial statements in late March 2003.

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This Exchange Offer

Background We issued the old notes in a private offering on October 1, 2002 that was exempt from the SEC’s registration requirements. In connection with that private offering, we entered into an exchange and registration rights agreement in which we agreed, among other things, to deliver this prospectus to you and to complete an exchange offer for the old notes.

General We are offering to exchange the new notes for a like principal amount of old notes. Old notes may be tendered, and new notes will be issued, only in integral multiples of $1,000 principal amount. Currently, there are $350 million in principal amount of 4.875% notes due 2012 outstanding. You are entitled under the exchange and registration rights agreement to exchange your old notes for registered notes with substantially identical terms. The exchange offer is intended to satisfy these rights. The terms of the new notes are identical in all material respects to the terms of the old notes except that the new notes are registered under the Securities Act and generally are not subject to transfer restrictions or registration rights.

The exchange and registration rights agreement requires us to file a registration statement for a continuous offering in accordance with Rule 415 under the Securities Act for your benefit if, under applicable law, you would not receive freely tradeable registered notes in the exchange offer, you are ineligible to participate in the exchange offer, or in other specified circumstances.

Resale of new notes We believe that you can resell and transfer your new notes without registering them under the Securities Act and delivering a prospectus if:

• you are acquiring the new notes in the ordinary course of your business for investment purposes;

• you are not engaged in, do not intend to engage in and have no arrangement or understanding with anyone to participate in a distribution of the new notes (as defined in the Securities Act); and

• you are not an affiliate of Nucor as defined in Rule 405 under the Securities Act.

Our belief is based on interpretations expressed in some of the SEC’s no-action letters to other issuers in similar exchange offers. However, we cannot guarantee that the SEC would make a similar decision about this exchange offer. If our belief is wrong, or if you cannot truthfully make the necessary representations, and you transfer any new note received in this exchange offer without meeting the registration and prospectus delivery requirements of the Securities Act or without an exemption from these requirements, then you could incur liability under the Securities Act. We are not indemnifying you for any liability that you may incur under the Securities Act.

If you are a broker-dealer that will receive new notes for your own account in exchange for old notes that you acquired as a result of your market-making or other trading activities, you will be required to acknowledge in the letter of transmittal that you will deliver a prospectus in connection with any resale of the new notes. By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. A broker-dealer may use this prospectus for an offer to resell or otherwise transfer the new notes. We have agreed that, for a period of up to 180 days after the completion of this exchange

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offer, we will make this prospectus and any amendment or supplement to this prospectus available to any broker-dealer for use in connection with any resale.

Consequences of failure to exchange Old notes that are not tendered in the exchange offer or that are not accepted for exchange will continue to bear legends restricting their transfer. You will not be able to offer or sell the old notes unless:

• each offer or sale is made pursuant to an exemption from the requirements of the Securities Act; or

• the old notes are registered under the Securities Act.

After the exchange offer is completed, we will no longer have an obligation to register the old notes except in some limited circumstances. See “Risk Factors—Risks Related to the Notes and the Exchange Offer—If you fail to properly exchange your old notes for new notes, you will continue to hold notes subject to transfer restrictions, and the liquidity of the trading market for any untendered old notes may be substantially limited”.

Expiration Date This exchange offer will expire at 5:00 p.m., New York City time, on             , 2003 unless we extend it. We do not currently intend to extend the expiration date.

Withdrawal of tenders You may withdraw the surrender of your old notes at any time prior to the expiration date.

Conditions to this exchange offer This exchange offer is subject to customary conditions, which we may assert or waive. See “This Exchange Offer—Conditions to this Exchange Offer”.

Procedures for tendering If you wish to accept this exchange offer and your old notes are held by a custodial entity such as a bank, broker, dealer, trust company or other nominee, you must instruct the custodial entity to tender your old notes on your behalf pursuant to the procedures of the custodial entity. If your old notes are registered in your name, you must complete, sign and date the accompanying letter of transmittal, or a facsimile of the letter of transmittal, according to the instructions contained in this prospectus and the letter of transmittal. You then must mail or otherwise deliver the letter of transmittal, or a facsimile of the letter of transmittal, together with the old notes and any other required documents, to the exchange agent at the address set forth on the cover page of the letter of transmittal. The blue letter of transmittal should be used to tender old notes.

The old notes were issued as global securities in fully registered form without coupons. Beneficial interests in the old notes which are held by direct or indirect participants in The Depository Trust Company, or DTC, through certificateless depositary interests are shown on, and transfers of the old notes can be made only through, records maintained in book-entry form by DTC with respect to its participants.

Custodial entities that are participants in DTC may tender old notes through DTC’s Automated Tender Offer Program, or ATOP. ATOP enables a custodial entity, and the beneficial owner on whose behalf the custodial entity is acting, to electronically agree to be bound by the letter of transmittal. A letter of transmittal need not accompany tenders effected through ATOP. By tendering your old notes in either of these manners, you will make and agree to the representations that appear under “This Exchange Offer—Purpose and Effect of this Exchange Offer”. For a more complete description of the procedures for tendering in the exchange offer, you should refer to the section

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later in this document entitled “This Exchange Offer—Procedures for Tendering”.

Closing The new notes will be issued in exchange for corresponding old notes in this exchange offer, if consummated, on the first business day following the expiration date of this exchange offer or as soon as practicable after that date.

Taxation The exchange of old notes for new notes in this exchange offer should not be a taxable event for U.S. federal income tax purposes. See “Material United States Federal Income Tax Considerations”.

Exchange agent The Bank of New York is the exchange agent for this exchange offer. The address and telephone number of the exchange agent are set forth under the caption “This Exchange Offer—Exchange Agent”.

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The New Notes

The following is a summary and not a complete description of the new notes. See “Description of Notes” for further information regarding the terms of the new notes. The new notes have substantially the same financial terms and covenants as the old notes, which are as follows:

Issuer Nucor Corporation

Notes Offered $350 million aggregate principal amount of 4.875% notes due 2012.

Ratings Our senior debt is rated A1 by Moody’s Investors Service, Inc. and A+ by Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies. Although they are not required to do so, we expect these rating agencies will continue to monitor our creditworthiness, and will make future adjustments to our ratings when they feel it is necessary. A rating reflects only the view of a rating agency at the time the rating is issued. It is not a recommendation to buy, sell or hold our debt securities, including the notes. Any rating can be revised upward or downward, suspended or withdrawn at any time by a rating agency if it decides the circumstances warrant such a change.

Maturity October 1, 2012.

Interest Interest on the new notes will accrue at the rate of 4.875% from the most recent date to which interest on the old notes has been paid or, if no interest has been paid, from the issue date of the old notes. We will pay interest on the new notes on April 1 and October 1 of each year, beginning on April 1, 2003. Holders whose old notes have been accepted for exchange will be deemed to have waived the right to receive any interest accrued on the old notes.

Ranking The new notes will be our senior unsecured obligations and will rank equally with our other senior unsecured debt and senior to any of our subordinated debt outstanding from time to time. The new notes will rank junior to existing and future secured indebtedness incurred by us and will be structurally subordinated to any future indebtedness incurred by and to some of the liabilities of our subsidiaries.

As of September 28, 2002, after giving pro forma effect to the initial sale of the old notes as if it had been completed on September 28, 2002, we would have had approximately $895 million of total consolidated debt and a percentage of long-term debt to total capital (which includes our long-term debt, minority interests and stockholders’ equity) of approximately 26%. That amount includes approximately $370 million aggregate principal amount of secured indebtedness under industrial revenue and similar bonds that will be senior to the new notes. As of September 28, 2002, our subsidiaries had no indebtedness, other than the $86 million of indebtedness assumed by Nucor Steel Decatur, LLC in connection with our acquisition in July 2002 of substantially all of the assets of Trico Steel Company, LLC, which amount is included in the $370 million of secured indebtedness under industrial revenue and other similar bonds noted in the preceding sentence. On October 4, 2002, we entered into a $425 million unsecured revolving credit facility, which replaced our old credit facilities that provided for up to $248 million in revolving loans.

Redemption by Nucor We may redeem all or a portion of the new notes at any time and from time to time at a price equal to the greater of:

• 100% of the principal amount of the new notes; or

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• The sum of the present value of the remaining principal amount of and interest on the new notes being redeemed, plus a make-whole premium, in each case plus accrued and unpaid interest to the redemption date.

Restrictive Covenants The indenture governing the new notes will restrict our ability to create liens, enter into sale and leaseback transactions and merge, consolidate or sell all or substantially all of our assets.

These covenants are subject to important exceptions and qualifications, which are described below under “Description of Notes”.

Use of Proceeds We will not receive any proceeds from this exchange offer.

Issuance of Additional Debt We may from time to time, without notice to or the consent of the holders of notes, issue additional amounts of the new notes and create and issue new series of notes ranking equally and ratably with the new notes. Those additional notes may be issued under the indenture relating to the new notes offered by this prospectus, and may vote with the new notes offered hereby on matters affecting all noteholders.

You should read the section entitled “Risk Factors”, as well as other cautionary statements throughout this prospectus, to ensure you understand the risks associated with tendering your old notes in this exchange offer and receiving new notes.

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SUMMARY FINANCIAL DATA

We have derived the following summary historical consolidated financial data included in the table below for, and as of the end of, each of the fiscal years in the five-year period ended December 31, 2001 from our audited consolidated financial statements. We have derived the historical financial data as of and for the nine months ended September 29, 2001 and September 28, 2002 from our unaudited condensed consolidated financial statements. The other data have been derived from our audited and unaudited condensed consolidated financial statements and internal records, as applicable, for the respective dates and periods indicated. You should read the following information in conjunction with our consolidated financial statements along with the notes thereto, which are included elsewhere in this prospectus, and the information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

	Year Ended December 31,															For the Nine Months Ended
	1997			1998			1999			2000			2001			September 29, 2001			September 28, 2002
	(In thousands, except ratios and per ton amounts)
Income Statement Data (1):
Net sales	$	4,184,498		$	4,151,232		$	4,009,346		$	4,586,146		$	4,139,249		$	3,159,680		$	3,335,483
Costs, expenses and other:
Cost of products sold		3,488,424			3,500,142			3,394,696			3,774,017			3,717,234			2,828,002			2,982,440
Marketing, administrative and   other expenses		145,410			147,973			154,773			183,176			138,560			121,795			126,154
Interest expense (income), net		(35	)		(3,832	)		(5,095	)		(816	)		6,525			4,378			8,576
Minority interests		90,517			91,641			85,783			151,461			103,069			72,510			66,224
Other income		—			—			—			—			—			—			(29,900	)(2)
		3,724,316			3,735,924			3,630,157			4,107,838			3,965,388			3,026,685			3,153,494
Earnings before federal income taxes		460,182			415,308			379,189			478,308			173,861	(3)		132,995			181,989
Federal income taxes		165,700			151,600			134,600			167,400			60,900			46,500			62,800
Net earnings	$	294,482		$	263,708		$	244,589		$	310,908		$	112,961		$	86,495		$	119,189
Balance Sheet Data:
Cash and short-term investments	$	283,381		$	308,696		$	572,185		$	490,576		$	462,349		$	471,141		$	523,007
Total assets	$	2,984,383		$	3,215,626		$	3,718,928		$	3,710,868		$	3,759,348		$	3,811,878		$	4,020,489
Long-term debt due within one year	$	250		$	—		$	—		$	—		$	—		$	—		$	—
Long-term debt due after one year	$	167,950		$	215,450		$	390,450		$	460,450		$	460,450		$	460,450		$	544,550
Stockholders’ equity	$	1,876,426		$	2,072,552		$	2,262,248		$	2,130,952		$	2,201,460		$	2,186,205		$	2,292,841
Other Data:
Depreciation	$	218,764		$	264,039		$	256,637		$	259,365		$	289,063		$	219,621		$	228,186
Capital expenditures	$	306,749		$	502,910		$	374,718		$	415,405		$	261,146		$	194,822		$	141,767
Cash flows provided by   operating activities	$	577,326		$	641,899		$	604,834		$	820,755		$	495,115		$	413,597		$	412,223
Cash flows used in investing   activities	$	(305,979	)	$	(499,985	)	$	(374,276	)	$	(410,276	)	$	(360,400	)	$	(294,078	)	$	(178,286	)
Cash flows provided by (used in)   financing activities	$	(92,367	)	$	(116,599	)	$	32,930		$	(492,087	)	$	(162,944	)	$	(138,954	)	$	(173,279	)
EBITDA (4)	$	699,967		$	699,263		$	644,177		$	753,767		$	474,957		$	358,432		$	416,924
EBITDA interest coverage (4)(5)		75x			70x			31x			34x			22x			21x			28x
Total debt to capital (6)		7.2	%		8.4	%		13.4	%		15.9	%		15.6	%		15.8	%		17.9	%
Total debt to EBITDA (4)(7)		.2x			.3x			.6x			.6x			1x			N/A			N/A
Operating Data:
Tons sold to outside customers		9,786			9,612			10,176			11,189			12,237			9,273			9,947
Composite sales price per ton (8)	$	428		$	432		$	394		$	410		$	338		$	341		$	335

(1) Certain amounts for prior years have been reclassified to conform to the 2002 presentation.

(2) In the second quarter of 2002, we received $29.9 million related to a graphite electrodes anti-trust settlement.

(3) In November 2001, we sold Nucor Iron Carbide, Inc. in Trinidad, resulting in a pre-tax gain of $20.2 million, affecting primarily marketing, administrative and other expenses.

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(4) “EBITDA” is defined as earnings before federal income taxes plus depreciation, interest expense (income), net and state income taxes. EBITDA does not represent, and should not be considered as, an alternative to net income or cash flows from operating activities, each as determined in accordance with generally accepted accounting principles in the United States (“GAAP”). Moreover, EBITDA does not necessarily indicate whether cash flow will be sufficient for items such as working capital, debt service or capital expenditures, or to react to changes in our industry or to the economy in general. We believe that EBITDA and ratios based on EBITDA are measures commonly used to evaluate a company’s performance and its performance relative to its financial obligations. Because EBITDA is not calculated by different companies in the same fashion, the EBITDA measures presented by us may not be comparable to similarly titled measures reported by other companies. Therefore, in evaluating EBITDA data, investors should consider, among other factors: the non-GAAP nature of EBITDA data; the GAAP financial statement amounts; actual cash flows and results of operations; the actual availability of funds for debt service, capital expenditures and working capital; and the comparability of our EBITDA data to similarly titled measures reported by other companies.

 The following table sets forth the reconciliation from earnings before federal income taxes to EBITDA:

	Year Ended December 31,														For the Nine Months Ended
	1997			1998			1999			2000			2001		September 29, 2001		September 28, 2002
	(In thousands)
Earnings before federal   income taxes	$	460,182		$	415,308		$	379,189		$	478,308		$	173,861	$	132,995	$	181,989
Depreciation		218,764			264,039			256,637			259,365			289,063		219,621		228,186
Interest expense (income), net		(35	)		(3,832	)		(5,095	)		(816	)		6,525		4,378		8,576
State income taxes (i)		21,056			23,748			13,446			16,910			5,508		1,438		(1,827	)
EBITDA	$	699,967		$	699,263		$	644,177		$	753,767		$	474,957	$	358,432	$	416,924
(i)    For purposes of this table, state income taxes include certain state franchise taxes.

(5) EBITDA interest coverage is EBITDA divided by gross interest expense. This ratio should not be construed as an alternative to fixed charge coverage ratio as determined by applicable SEC regulations, as presented in “Ratio of Earnings to Fixed Charges”.

(6) Total debt to capital is debt divided by total capital. For this calculation, “total capital” consists of long-term debt due after one year, minority interests and stockholders’ equity. We believe that this ratio is commonly used to evaluate a company’s financial condition.

(7) Total debt to EBITDA is total debt divided by EBITDA. We believe this ratio is commonly used to evaluate a company’s ability to pay its debt.

(8) Composite sales price per ton is net sales divided by total tons sold to outside customers.

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RISK FACTORS

Before you tender your old notes, you should consider the following risk factors, in addition to the other information presented in this prospectus and the documents incorporated by reference in this prospectus. Any of the following risks could harm our business and financial results and cause the value of the notes to decline, which in turn could cause you to lose all or part of your investment. The risks below are not the only ones facing our company. Additional risks not presently known to us or that we presently deem immaterial also may harm our business and financial results.

Risks Related to the Notes and the Exchange Offer

If you fail to properly exchange your old notes for new notes, you will continue to hold notes subject to transfer restrictions, and the liquidity of the trading market for any untendered old notes may be substantially limited.

We will only issue new notes in exchange for old notes that you timely and properly tender. You should allow sufficient time to ensure timely delivery of the old notes, and you should carefully follow the instructions on how to tender your old notes set forth under “This Exchange Offer—Procedures for Tendering” and in the letter of transmittal that accompanies this prospectus. Neither we nor the exchange agent are required to notify you of any defects or irregularities relating to your tender of old notes.

If you do not exchange your old notes for new notes in this exchange offer, the old notes you hold will continue to be subject to the existing transfer restrictions. In general, you may not offer or sell the old notes except under an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not plan to register the old notes under the Securities Act. If you continue to hold any old notes after this exchange offer is completed, you may have trouble selling them because of these restrictions on transfer.

In addition, we anticipate that most holders of old notes will elect to participate in this exchange offer. Consequently, we expect that the liquidity of the market for the old notes after completion of this exchange offer may be substantially limited.

If an active trading market does not develop for the new notes, you may be unable to sell the new notes or to sell them at a price you deem sufficient.

The new notes will be new securities for which no established trading market currently exists. We do not intend to list the new notes on any securities exchange.

The liquidity of any market for the new notes will depend upon various factors, including:

• the number of holders of the new notes;

• the interest of securities dealers in making a market for the new notes;

• the overall market for investment grade securities;

• our financial performance and prospects; and

• the prospects for companies in our industry generally.

Even if a trading market develops, the new notes may trade at higher or lower prices than their principal amount or purchase price, depending on many factors, including:

• prevailing interest rates;

• the number of holders of the new notes;

• the market for similar debt securities; and

• our financial performance.

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Finally, if a large number of holders of old notes do not tender old notes or tender old notes improperly, only a limited amount of new notes would be outstanding after we complete this exchange offer, which could adversely affect the development and viability of a market for the new notes.

Some holders who exchange old notes may be deemed to be underwriters.

If you exchange old notes in this exchange offer for the purpose of participating in a distribution of the new notes, you may be deemed to have received restricted securities. If so, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

The amount and terms of our debt may limit our financial and operating flexibility.

As of September 28, 2002, after giving pro forma effect to the initial sale of the old notes as if it had been completed on September 28, 2002, we would have had approximately $895 million of total consolidated debt and a percentage of long-term debt to total capital (which includes our long-term debt, minority interests and stockholders’ equity) of approximately 26%. That amount includes approximately $370 million aggregate principal amount of secured indebtedness under industrial revenue and similar bonds, including $86 million principal amount of industrial revenue bonds assumed by Nucor Steel Decatur, LLC in our Trico Steel acquisition. As of September 28, 2002, our subsidiaries had no indebtedness, other than that $86 million of assumed industrial revenue bond indebtedness. The notes will rank junior to any existing and future secured indebtedness incurred by us and will be structurally subordinated to any future indebtedness incurred by and to some of the liabilities of our subsidiaries. The notes do not limit our or our subsidiaries’ ability to incur unsecured debt. On October 4, 2002, we entered into a new $425 million unsecured revolving credit facility, which replaced our old credit facilities that provided for up to $248 million in revolving loans. We may incur additional debt in the future, including under that facility. Our debt could have several important effects on our future operations, including, among others:

• an increased portion of our cash flow from operations will be dedicated to the payment of principal and interest on the debt and will not be available for other purposes;

• covenants in existing debt arrangements and covenants relating to any debt we may incur in the future may require us to meet financial tests and impose restrictions that could limit our flexibility in planning for and reacting to changes in our business, including possible acquisition opportunities;

• the terms of the notes will limit our ability to incur secured indebtedness, enter into sale and leaseback transactions and merge or otherwise consolidate with another entity;

• our ability to obtain additional financing for working capital, capital expenditures, acquisitions, general corporate and other purposes may be limited; and

• our vulnerability to adverse economic and industry conditions could increase as a result of potentially decreased cash flow available under those conditions to meet our debt servicing obligations.

An active trading market may not develop for the notes, and you may not be able to resell your notes.

There is currently no public market for the notes. We do not intend to list the notes on any securities exchange or to arrange for the notes to be quoted on any trading market. The liquidity of the trading market in the notes, and the market price quoted for the notes, may be adversely affected by changes in the overall market for debt securities and by changes in our financial performance or in the prospects for companies in our industry generally. As a result, you cannot be certain that an active trading market for the notes will develop or be sustained. If an active trading market for the notes fails to develop or to be sustained, you may not be able to sell your notes at a particular time or at favorable prices.

Risks Related to Our Business

Our industry is cyclical and prolonged economic declines could have a material adverse effect on our business.

Demand for most of our products is cyclical and sensitive to general economic conditions. Our business supports cyclical industries such as the construction, energy, appliance and automotive industries. As a result, downturns in the United States economy or any of these industries could materially adversely affect our results of operations and cash flows. Because steel producers generally have high fixed costs, reduced volumes result in operating inefficiencies. Over the five-year period ended December 31, 2001, our annual net income has varied from a high of $311 million in 2000 to a low

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of $113 million in 2001. Future economic downturns or a prolonged stagnant economy could materially adversely affect our business, results of operations, financial condition and cash flows.

Imports of steel may negatively affect our business.

We believe that steel imports into the United States involve widespread dumping and subsidy abuses and that the remedies provided by United States law to private litigants are insufficient to correct these problems. Imports of steel involving dumping and subsidy abuses depress domestic price levels and have had an adverse effect upon our revenue and income. The trade remedies announced by President Bush on March 5, 2002, under Section 201 of the Trade Act of 1974, impose increased tariffs on imports of certain steel products and are intended to provide some protection against imports from certain countries. The duties were imposed for a three-year period and are to be progressively reduced as required by the World Trade Organization. The duties range from 30% ad valorem to 8% ad valorem in the first year; 24% to 7% in the second year; and 18% to 6% in the third year. There are products and countries not covered by these increased tariffs, and more exemptions may be made in the future. The Bush administration recently has exempted from the higher tariffs a total of 727 steel products, a majority of which are made by European Union and Japanese producers. It is not presently clear whether the trade remedies enacted by the Bush administration will provide a meaningful benefit to our company in the form of protection against steel imports from some countries at substantially reduced prices. In addition, the Bush administration has announced its intention to review the impact of the tariffs prior to their scheduled expiration, and the European Union and certain countries have indicated their intent to challenge these new tariffs before the World Trade Organization. The elimination or modification of the tariffs as a result of this action, and the existing exemptions from, scheduled reductions in and expiration of the increased tariffs, if not replaced or reinstated, could have a material adverse effect on our business.

Separately, the U.S. Commerce Department concluded that 20 countries were dumping cold-rolled steel in the U.S. market and referred the matter to the International Trade Commission to determine if this dumping had injured American steel producers. Recently, the International Trade Commission determined that the domestic steel industry has not been significantly injured by the alleged dumping of cold-rolled steel from producers in Japan, India, Australia, Sweden and Thailand and has declined to impose duties that could have significantly increased the price of imported cold-rolled steel. The International Trade Commission in November 2002 ruled against United States steel producers when it determined that, while imports from numerous other countries had injured the domestic steel industry, the future threat of injury from imports was mitigated by existing duties, and as a result no additional duties were imposed. Although more of these dumping cases may undergo government review, since the implementation of the tariffs in March 2002, the International Trade Commission generally has ruled against the U.S. steel industry. We are currently participating in appeals to the Court of International Trade regarding unfavorable rulings by the International Trade Commission relating to steel beams and cold-rolled sheet products.

Overcapacity in the steel industry may negatively affect our business, results of operations and cash flows.

There is an increasing excess of global steel-making capacity over global consumption of steel products. This has caused our shipment and production levels to vary from year to year and quarter to quarter, affecting our business, results of operations and cash flows. Many factors can influence these results, including demand in the domestic market, international currency conversion rates and domestic and international government actions. To the extent global steel-making capacity continues to exceed global consumption, there may be continued downward pressure on steel prices, which could materially adversely affect our business, results of operations, financial condition and cash flows.

Energy resources and raw materials markets are subject to conditions that create uncertainty in the prices and availability of energy resources we rely upon.

Our steel mills consume large amounts of electricity and natural gas. Energy costs are among our largest operating expenses, second only to raw materials. We rely upon third parties for our supply of energy resources consumed in the manufacture of our products. The prices for and availability of electricity, natural gas, oil and other energy resources are subject to volatile market conditions. These market conditions often are affected by political and economic factors beyond our control. Disruptions in the supply of our energy resources could temporarily impair our ability to manufacture our products for our customers. Increases in our energy costs could materially adversely affect our business, results of operations, financial condition and cash flows.

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We rely to a substantial extent on outside vendors to supply us with raw materials that are critical to the manufacture of our products. We acquire our primary raw material, steel scrap, from numerous sources throughout the country. Purchase prices and availability of these critical raw materials are subject to volatility. At any given time, we may be unable to obtain an adequate supply of these critical raw materials on a timely basis or on price and other terms acceptable to us.

If our suppliers increase the price of our critical raw materials, we may not have alternative sources of supply. In addition, to the extent that we have quoted prices to our customers and accepted customer orders for our products prior to purchasing necessary raw materials, we may be unable to raise the price of our products to cover all or part of the increased cost of the raw materials. If we are unable to obtain adequate and timely deliveries of our required raw materials, we may be unable to timely manufacture sufficient quantities of our products. This could cause us to lose sales, incur additional costs, delay new product introductions and suffer harm to our reputation.

Difficulties in integrating the acquisition of the Birmingham Steel assets may result in our not achieving the anticipated benefits of the acquisition and could adversely affect our operating results.

Historically, we have not grown our business significantly through acquisitions. The acquisition of Birmingham Steel presents challenges that will be relatively new to us. We will face challenges in consolidating functions, procedures, operations and product lines in a timely and efficient manner and in retaining key personnel associated with the acquisition. The failure to successfully meet these challenges could adversely affect our operating results.

These challenges will result principally because of the following differences between us and Birmingham Steel:

• we have a more decentralized organizational structure than did Birmingham Steel;

• we maintain different operating systems and software on different computer hardware than did Birmingham Steel; and

• we have different employment and compensation arrangements for employees than did Birmingham Steel.

The effort to integrate these operations will be complex and will require significant attention from our management, which may divert their attention from other important areas of our business.

We plan to continue to implement acquisition strategies that involve a number of inherent risks.

We plan to seek attractive opportunities to acquire businesses and enter into joint ventures and make other investments that are complementary to our existing strengths. Acquisitions, joint ventures and other investments involve various inherent risks, such as assessing accurately the value, strengths, weaknesses, contingent and other liabilities and potential profitability of acquisition or other transaction candidates, the potential loss of key personnel of an acquired business, and unanticipated changes in business and economic conditions affecting an acquisition or other transaction. In addition, we may be unable to realize, or to do so within any particular time frame, the cost reductions, cash flow increases or other synergies expected to result from our acquisitions, joint ventures and other investments. Realization of the anticipated benefits of acquisitions or joint ventures could take longer than expected, and implementation difficulties, market factors and deteriorations in domestic or global economic conditions could alter the anticipated benefits. Our business, results of operations, financial condition and cash flows could be materially and adversely affected if we fail or are unable to meet these challenges and risks associated with our making acquisitions, entering into joint ventures and making other investments.

Some of our competitors in and emerging from bankruptcy have lowered their operating costs, which could negatively affect our competitive position.

According to a recent report from the American Iron and Steel Institute, or AISI, since 1998 more than 30 domestic steel companies have sought protection under Chapter 11 of the United States Bankruptcy Code. Many of these companies have continued to operate. Some have reduced prices to maintain volumes and cash flows and obtained concessions from their labor unions and suppliers. In some cases, they have even expanded and modernized while in bankruptcy. Upon emergence from bankruptcy, these companies, or new entities that purchase their facilities through the bankruptcy process, may be relieved of certain environmental, retiree and other obligations. Additionally, some of our

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competitors may grow by acquiring less expensive capacity out of bankruptcy. As a result, they may be able to operate with lower costs, a primary competitive factor in the steel industry, which could negatively affect our competitive position.

Competition from other materials may materially adversely affect our business.

In many applications, steel competes with other materials, such as aluminum, cement, composites, glass, plastic and wood. Increased use of these materials in substitution for steel products could materially adversely affect prices and demand for our steel products.

Environmental compliance and remediation could result in substantially increased costs and materially adversely impact our competitive position.

Our operations are subject to numerous federal, state and local laws and regulations relating to protection of the environment. These laws are evolving and becoming increasingly stringent. Compliance with these laws and regulations is an important part of our operations. At present, we are not aware of any new or proposed regulations that could substantially increase our currently projected operating requirements and costs. We have agreed to a comprehensive consent decree with the United States Environmental Protection Agency (referred to as the “EPA”) and certain states that relates to a broad array of alleged past environmental violations at eight of our steel manufacturing mills and six of our Vulcraft facilities. Under the terms of the consent decree, we are testing new air pollution control technology and are required to evaluate and improve, as appropriate, our water pollution control systems. We have further agreed, as part of the consent decree, to evaluate the affected steel mill sites for contamination and then remediate as necessary. To date, this process has not produced any findings that would likely result in unexpected significant remediation costs. We paid a $9 million penalty in July 2001 and have agreed to spend another $4 million in supplemental environmental projects under the consent decree. Our accrued environmental reserves at September 28, 2002, including those projected to comply with the consent decree, were $75.6 million. We believe our competitors are subject to similar environmental laws and regulations. The specific impact on each competitor may vary, however, depending upon a number of factors, including the age and location of operating facilities, production processes (such as a mini-mill versus an integrated producer) and the specific products and services it provides. To the extent that competitors, particularly foreign steel producers and manufacturers of competitive products, are not required to incur equivalent costs, our competitive position could be materially adversely impacted.

Our operations are subject to business interruptions and casualty losses.

The steel-making business is subject to numerous inherent risks, particularly unplanned events such as explosions, fires, other accidents, inclement weather and transportation interruptions. While our insurance coverage could offset losses relating to some of those types of events, our results of operations and cash flows could be adversely impacted to the extent any such losses are not covered by our insurance.

Our business requires substantial debt service, acquisition costs, capital investment and maintenance expenditures that we could have difficulty in meeting.

As of September 28, 2002, we would have approximately $895 million of long-term debt, consisting of approximately $545 million of debt existing as of September 28, 2002, and after giving pro forma effect to the initial sale of the old notes as if it had been completed on September 28, 2002. On that debt, we expect interest payments of between $40 million and $60 million annually, depending on interest rates applicable to our variable rate industrial revenue and similar bonds. We made a payment of approximately $615 million in connection with our acquisition of substantially all of the assets and assumption of obligations under acquired contracts and under some environmental permits of Birmingham Steel, which occurred on December 9, 2002. We used some of the net proceeds of the offering of the old notes, along with working capital, to fund the Birmingham Steel acquisition. Our operations are capital intensive. For the five-year period ended December 31, 2001, our total capital expenditures were approximately $1.9 billion. We made capital expenditures of approximately $244 million in 2002, including approximately $68 million for renovating our Trico Steel acquisition. Our business also requires substantial expenditures for routine maintenance. Although we expect requirements for our business needs, including the funding of capital expenditures, debt service for financings and any contingencies to be financed by internally generated funds or from borrowings under our new $425 million unsecured revolving credit facility, we cannot assure you that this will be the case.

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USE OF PROCEEDS

This exchange offer is intended to satisfy our obligations under the exchange and registration rights agreement we executed when we issued the old notes. We will not receive any cash proceeds from this exchange offer. In exchange for old notes that you tender pursuant to this exchange offer, you will receive new notes in like principal amount. The issuance of the new notes under this exchange offer will not result in any change in our outstanding debt.

We used some of the net proceeds from the initial sale of the old notes, along with working capital, to fund our acquisition of the assets of Birmingham Steel Corporation. We completed the Birmingham Steel acquisition on December 9, 2002. For additional information regarding this acquisition, see “Business—Strategic Acquisitions”.

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CAPITALIZATION

The following table sets forth our cash and short-term investments and capitalization at September 28, 2002 on (i) a historical basis and (ii) a pro forma as adjusted basis to reflect the initial sale of the old notes and receipt of net proceeds of approximately $347 million after deducting the initial purchasers’ discount and offering expenses, as if that transaction had occurred on September 28, 2002. This table is presented on a consolidated basis and should be read in conjunction with our historical consolidated financial statements and related notes included elsewhere in this prospectus. See also “Use of Proceeds” and “Description of Material Indebtedness”.

	September 28, 2002
	Actual			Pro Forma As Adjusted
	(Unaudited)
Cash and short-term investments	$	523,007,447		$	870,007,447
Long-term debt (including current maturities):
Revolving credit facilities(1)		—			—
Industrial revenue bonds, fixed rate, 5.75% to 8.00%, due from 2003 to 2023(2)	$	77,250,000		$	77,250,000
Industrial revenue bonds, 1.73% to 2.475%, variable, due from 2014 to 2033		292,300,000			292,300,000
Notes, 6%, due in 2009		175,000,000			175,000,000
Notes, 4.875%, due in 2012(3)		—			350,000,000
Total indebtedness		544,550,000			894,550,000
Minority interests (4)		206,537,710			206,537,710
Stockholders’ equity:
Common stock		36,269,946			36,269,946
Additional paid-in capital		97,382,265			97,382,265
Retained earnings		2,613,544,755			2,613,544,755
Treasury stock		(454,355,795	)		(454,355,795	)
		2,292,841,171			2,292,841,171
Total capital	$	3,043,928,881		$	3,393,928,881
Percentage of indebtedness to total capital		17.9	%		26.4	%

(1) On October 4, 2002, we entered into a new revolving credit facility that replaced our old $248 million credit facilities and provides for up to $425 million in unsecured revolving loans. As of the date of this prospectus, we have not drawn upon any of the credit available under our new credit facility.

(2) In January 2003, approximately $45 million aggregate principal amount of new variable rate industrial revenue bonds were issued to refund some of these fixed rate bonds. In connection with the refunding, the maturities on some of those bonds were extended by up to 12 years. In addition, $16 million of the aggregate principal amount included in this table under “Long-term debt (including current maturities)” was called for redemption in late November 2002, and as a result will be reflected as current debt for the period ending December 31, 2002. On January 14, 2003, we redeemed those bonds for 102% of their aggregate principal amount plus all unpaid interest thereon, which accrued at 6.375% per annum. The total redemption price of $16.4 million was paid by us, as the conduit borrower under those bonds, to The Bank of New York, as trustee, and paid by the trustee to those bondholders. See the section below entitled “Description of Material Indebtedness—Industrial Revenue Bonds”.

(3) Does not include original issue discount on the old notes.

(4) The inclusion of our minority interests in total capital has the effect of increasing our total capital, which in turn, decreases our percentage of indebtedness to total capital. Our minority interests represent the 49% interest in Nucor-Yamato Steel Company that we do not own.

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RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our ratios of earning to fixed charges for the periods indicated.

	Years Ended December 31					Nine Months Ended September 28, 2002
	1997	1998	1999	2000	2001
Ratio of Earnings to Fixed Charges	52.85x	41.42x	20.14x	23.07x	9.19x	13.42x

For purposes of these calculations, “earnings” consist of earnings before federal income taxes, state income taxes, minority interests, losses from equity investments and fixed charges, less minority interests in pre-tax income of subsidiaries that have not incurred fixed charges. “Fixed charges” consist of interest expense.

The following table sets forth our calculation of ratio of earnings to fixed charges for the periods indicated.

	Years Ended December 31,															Nine Months Ended September 28, 2002
	1997			1998			1999			2000			2001
	(In thousands, except ratios)
Earnings, as defined above:
Earnings before federal income taxes	$	460,182		$	415,308		$	379,189		$	478,308		$	173,861		$	181,989
Plus: state income taxes (i)		21,056			23,748			13,446			16,910			5,508			(1,827	)
Plus: minority interests (ii)		90,517			91,641			85,783			151,461			103,069			66,224
Plus: losses from equity investments		—			—			—			235			740			2,573
Plus: fixed charges (interest expense)		9,282			10,863			20,516			22,449			22,002			14,712
Less: minority interests in subsidiaries that have not incurred fixed charges (ii)		(90,517	)		(91,641	)		(85,783	)		(151,461	)		(103,069	)		(66,224	)
	$	490,520		$	449,919		$	413,151		$	517,902		$	202,111		$	197,447
Fixed charges, as defined above:
Interest expense	$	9,282		$	10,863		$	20,516		$	22,449		$	22,002		$	14,712
Ratio of earnings to fixed charges		52.85x			41.42x			20.14x			23.07x			9.19x			13.42x

(i) For purposes of this table, state income taxes include certain state franchise taxes.

(ii) For purposes of this table, minority interests reflect the amounts broken out as a separate line item in the Income Statement Data portion of the Selected Historical Consolidated Financial Data set forth below.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

We have derived the historical consolidated financial data included in the table below for, and as of the end of, each of the fiscal years in the five-year period ended December 31, 2001 from our audited consolidated financial statements. We have derived the historical financial data as of and for the nine months ended September 29, 2001 and September 28, 2002 from our unaudited condensed consolidated financial statements. The other data have been derived from our audited and unaudited condensed consolidated financial statements and internal records, as applicable, for the respective dates and periods indicated. In the opinion of our management, the unaudited consolidated financial data presented below provides all adjustments necessary for a fair presentation of the results of operations for the periods specified. The results, however, are not necessarily indicative of the results that may be expected for the full fiscal year. You should read the following information in conjunction with our consolidated financial statements along with the notes thereto, which are included elsewhere in this prospectus, and the information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

	Year Ended December 31,															For the Nine Months Ended
	1997			1998			1999			2000			2001			September 29, 2001			September 28, 2002
	(In thousands, except ratios and per ton amounts)
Income Statement Data (1):
Net sales	$	4,184,498		$	4,151,232		$	4,009,346		$	4,586,146		$	4,139,249		$	3,159,680		$	3,335,483
Costs, expenses and other:
Cost of products sold		3,488,424			3,500,142			3,394,696			3,774,017			3,717,234			2,828,002			2,982,440
Marketing, administrative and other expenses		145,410			147,973			154,773			183,176			138,560			121,795			126,154
Interest expense (income), net		(35	)		(3,832	)		(5,095	)		(816	)		6,525			4,378			8,576
Minority interests		90,517			91,641			85,783			151,461			103,069			72,510			66,224
Other income		—			—			—			—			—			—			(29,900	)(2)
		3,724,316			3,735,924			3,630,157			4,107,838			3,965,388			3,026,685			3,153,494
Earnings before federal income taxes		460,182			415,308			379,189			478,308			173,861	(3)		132,995			181,989
Federal income taxes		165,700			151,600			134,600			167,400			60,900			46,500			62,800
Net earnings	$	294,482		$	263,708		$	244,589		$	310,908		$	112,961		$	86,495		$	119,189
Net earnings per share:
Basic	$	3.35		$	3.00		$	2.80		$	3.80		$	1.45		$	1.11		$	1.53
Diluted	$	3.35		$	3.00		$	2.80		$	3.80		$	1.45		$	1.11		$	1.52
Balance Sheet Data:
Cash and short-term investments	$	283,381		$	308,696		$	572,185		$	490,576		$	462,349		$	471,141		$	523,007
Total assets	$	2,984,383		$	3,215,626		$	3,718,928		$	3,710,868		$	3,759,348		$	3,811,878		$	4,020,489
Long-term debt due within one year	$	250		$	—		$	—		$	—		$	—		$	—		$	—
Long-term debt due after one year	$	167,950		$	215,450		$	390,450		$	460,450		$	460,450		$	460,450		$	544,550
Stockholders’ equity	$	1,876,426		$	2,072,552		$	2,262,248		$	2,130,952		$	2,201,460		$	2,186,205		$	2,292,841
Other Data:
Depreciation	$	218,764		$	264,039		$	256,637		$	259,365		$	289,063		$	219,621		$	228,186
Capital expenditures	$	306,749		$	502,910		$	374,718		$	415,405		$	261,146		$	194,822		$	141,767
Dividends declared per share	$	.40		$	.48		$	.52		$	.60		$	.68		$	.51		$	.57
Cash flows provided by operating activities	$	577,326		$	641,899		$	604,834		$	820,755		$	495,115		$	413,597		$	412,223
Cash flows used in investing activities	$	(305,979	)	$	(499,985	)	$	(374,276	)	$	(410,276	)	$	(360,400	)	$	(294,078	)	$	(178,286	)
Cash flows provided by (used in) financing activities	$	(92,367	)	$	(116,599	)	$	32,930		$	(492,087	)	$	(162,944	)	$	(138,954	)	$	(173,279	)
EBITDA (4)	$	699,967		$	699,263		$	644,177		$	753,767		$	474,957		$	358,432		$	416,924
EBITDA interest coverage (4)(5)		75x			70x			31x			34x			22x			21x			28x
Total debt to capital (6)		7.2	%		8.4	%		13.4	%		15.9	%		15.6	%		15.8	%		17.9	%
Total debt to EBITDA (4)(7)		.2x			.3x			.6x			.6x			1x			N/A			N/A
Operating Data:
Tons sold to outside customers		9,786			9,612			10,176			11,189			12,237			9,273			9,947
Composite sales price per ton (8)	$	428		$	432		$	394		$	410		$	338		$	341		$	335

(1) Certain amounts for prior years have been reclassified to conform to the 2002 presentation.

(2) In the second quarter of 2002, we received $29.9 million related to a graphite electrodes anti-trust settlement.

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(3) In November 2001, we sold Nucor Iron Carbide, Inc. in Trinidad, resulting in a pre-tax gain of $20.2 million, affecting primarily marketing, administrative and other expenses.

(4) “EBITDA” is defined as earnings before federal income taxes plus depreciation, interest expense (income), net and state income taxes. EBITDA does not represent, and should not be considered as, an alternative to net income or cash flows from operating activities, each as determined in accordance with generally accepted accounting principles in the United States (“GAAP”). Moreover, EBITDA does not necessarily indicate whether cash flow will be sufficient for items such as working capital, debt service or capital expenditures, or to react to changes in our industry or to the economy in general. We believe that EBITDA and ratios based on EBITDA are measures commonly used to evaluate a company’s performance and its performance relative to its financial obligations. Because EBITDA is not calculated by all companies in the same fashion, the EBITDA measures presented by us may not be comparable to similarly titled measures reported by other companies. Therefore, in evaluating EBITDA data, investors should consider, among other factors: the non-GAAP nature of EBITDA data; the GAAP financial statement amounts; actual cash flows and results of operations; the actual availability of funds for debt service, capital expenditures and working capital; and the comparability of our EBITDA data to similarly titled measures reported by other companies.

The following table sets forth the reconciliation from earnings before federal income taxes to EBITDA:

	Year Ended December 31,														For the Nine Months Ended
	1997			1998			1999			2000			2001		September 29, 2001		September 28, 2002
	(in thousands)
Earnings before federal income taxes	$	460,182		$	415,308		$	379,189		$	478,308		$	173,861	$	132,995	$	181,989
Depreciation		218,764			264,039			256,637			259,365			289,063		219,621		228,186
Interest expense (income), net		(35	)		(3,832	)		(5,095	)		(816	)		6,525		4,378		8,576
State income taxes (i)		21,056			23,748			13,446			16,910			5,508		1,438		(1,827	)
EBITDA	$	699,967		$	699,263		$	644,177		$	753,767		$	474,957	$	358,432	$	416,924

(i) State income taxes include certain state franchise taxes.

(5) EBITDA interest coverage is EBITDA divided by gross interest expense. This ratio should not be construed as an alternative to fixed charge coverage ratio as determined by applicable SEC regulations, as presented in “Ratio of Earnings to Fixed Charges”.

(6) Total debt to capital is debt divided by total capital. For this calculation, “total capital” consists of long-term debt due after one year, minority interests and stockholders’ equity. We believe that this ratio is commonly used to evaluate a company’s financial condition.

(7) Total debt to EBITDA is total debt divided by EBITDA. We believe this ratio is commonly used to evaluate a company’s ability to pay its debt.

(8) Composite sales price per ton is net sales divided by total tons sold to outside customers.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

Operations

Our business is the manufacture and sale of steel products. We operate steel mini-mills that manufacture steel by melting scrap steel in electric arc furnaces. As opposed to integrated steel producers that utilize iron ore in their steel manufacturing facilities, we are not required to make the substantial investment in facilities necessary to produce steel from iron ore. Instead, we obtain our raw materials, primarily scrap steel, on the open market.

Nine Months Ended September 28, 2002 Compared to Nine Months Ended September 29, 2001

Net sales

Net sales for the first nine months of 2002 increased 6% from the first nine months of 2001. Average sales price per ton decreased 2% from $341 in the first nine months of 2001 to $335 in the first nine months of 2002, while total tons shipped to outside customers increased 7%. We established new nine-month tonnage records for steel production, total steel shipments and steel shipments to outside customers in 2002. In the first nine months of 2002, steel production was 10.0 million tons, compared with 9.3 million tons produced in the first nine months of 2001. Total steel shipments were 10.0 million tons in the first nine months of 2002, compared with 9.3 million tons in last year’s first nine months. Steel shipments to outside customers were 9.1 million tons, compared with 8.3 million tons in the year earlier nine months. Steel joist production during the first nine months of 2002 was 343,000 tons, compared with 404,000 tons a year earlier. Steel deck sales were 235,000 tons, compared with 260,000 tons in last year’s first nine months. Cold finished steel sales were 169,000 tons, compared with 161,000 tons in the first nine months of 2001.

Cost of products sold

The major component of cost of products sold is raw material costs. The average price of raw materials increased approximately 4% from the first nine months of 2001 to the first nine months of 2002. The average scrap and scrap substitute cost per ton used increased from $102 in the first nine months of 2001 to $107 in the first nine months of 2002.

State income taxes (benefit) of $(1.8) million for the first nine months of 2002 have been recorded in cost of products sold ($1.4 million for the first nine months of 2001).

For the first nine months of 2002, pre-operating, start-up and acquisition costs decreased to $54.3 million, compared with $67.0 million in the first nine months of 2001. In 2002, these costs primarily related to the start-up of the Castrip facility in Crawfordsville, Indiana; the new Vulcraft facility in Chemung, New York; and the start-up of Nucor Steel Decatur, LLC. In the third quarter of 2002, we incurred approximately $10 million of costs associated with the accelerated start-up of Nucor Steel Decatur. In 2001, pre-operating, start-up and acquisition costs primarily related to the start-up of the new plate mill in Hertford County, North Carolina and the new Vulcraft facility in Chemung, New York.

During the first nine months of 2002, we revised estimates for environmental reserves as additional information was obtained. Environmental reserves included in deferred credits and other liabilities decreased by $24.3 million during the first nine months of 2002.

Gross margin

Gross margins were approximately 11% for the first nine months of 2002, compared with approximately 10% for the first nine months of 2001.

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Marketing, administrative and other expenses

The major components of marketing, administrative and other expenses are freight and profit sharing costs. Unit freight costs decreased approximately 2% from the first nine months of 2001 to the first nine months of 2002. Profit sharing costs increased 37% from the first nine months of 2001 to the first nine months of 2002. Profit sharing costs are based on and generally fluctuate with pre-tax earnings.

Interest expense (income), net

Interest expense, net of interest income, increased from the first nine months of 2001 to the first nine months of 2002, due primarily to increased debt and decreased average interest rates on short-term investments.

Minority interests

Minority interests represent the income attributable to the minority partners of our less than 100% owned joint venture, Nucor-Yamato Steel Company.

Federal income taxes

Federal income taxes were at a rate of approximately 34.5% for the first nine months of 2002, and approximately 35% for the first nine months of 2001.

Net earnings

Net earnings increased during the first nine months of 2002 compared with the first nine months of 2001 due to increased sales volume, increased margins and decreased pre-operating, start-up and acquisition costs. In addition, the increase in net earnings during the first nine months of 2002 compared to 2001 was attributable to increased other income related to the receipt during the second quarter of $29.9 million in connection with a graphite electrodes anti-trust settlement.

Year Ended December 31, 2001 Compared to Year Ended December 31, 2000

Net sales

Net sales for 2001 decreased 10% to $4.1 billion, compared with $4.6 billion in 2000. The decrease was primarily due to an 18% decrease in composite sales price per ton from $410 in 2000 to $338 in 2001. Increased imports and the downturn in the U.S. economy unfavorably affected sales prices. The record year of sales experienced in 2000 was primarily due to the performance in the first half of the year. In the second half of 2000, demand decreased and import levels increased significantly-a trend that continued in 2001.

The decrease in net sales in 2001 was mitigated to some extent by increased volume. We established new annual tonnage records for total steel shipments and steel shipments to outside customers in 2001. Total steel shipments were 12.1 million tons in 2001, compared with 11.0 million tons in 2000. Steel sales to outside customers were 11.0 million tons in 2001, compared with 9.8 million tons in 2000. Steel joist production for 2001 was 532,000 tons, compared with 613,000 tons in 2000. Steel deck sales were 344,000 tons in 2001, versus 353,000 tons in 2000. Cold-finish steel sales were 203,000 tons in 2001 compared with 250,000 tons in 2000.

Cost of products sold

The major component of cost of products sold is raw material costs. The average price of raw materials decreased by 13% from 2000 to 2001. The average scrap and scrap substitute cost per ton used was $101 in 2001 and $120 in 2000. By the fourth quarter of 2001, the average scrap cost per ton used had decreased to $99. State income taxes of $5.5 million in 2001 and $15.2 million in 2000 also are included in cost of products sold.

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Gross margin

Gross margin decreased to 8% in 2001 from 14% in 2000. In addition to the net sales and cost of products sold factors discussed above, gross margins were affected by pre-operating and start-up costs at several of our facilities. Pre-operating and start-up costs of new facilities increased to $97.8 million in 2001, compared with $50.9 million in 2000. In 2001, these costs primarily related to the start-up of the new plate mill in Hertford County, North Carolina and the new Vulcraft facility in Chemung, New York.

Marketing, administrative and other expenses

The major components of marketing, administrative and other expenses are freight and profit-sharing costs. Unit freight costs increased less than 5% from 2000 to 2001. Profit-sharing costs decreased by 73% from 2000 to 2001. Profit-sharing costs are based upon and fluctuate with pre-tax earnings. In 2000, profit-sharing costs included over $6.3 million for an extraordinary bonus paid to employees for the achievement of record earnings during the year. Every employee except for senior officers received $800. In 2001, marketing, administrative and other expenses were reduced by a gain on the sale of Nucor Iron Carbide, Inc., whose operations accounted for a small percentage of our sales.

Interest expense (income), net

Interest expense, net of interest income, increased in 2001 as a result of increased average long-term debt and decreased average interest rates on short-term investments.

Minority interests

Minority interests represent the income attributable to the minority partners of our less than 100% owned subsidiaries, primarily our joint venture, Nucor-Yamato Steel Company.

Federal income taxes

Federal income taxes were at a rate of 35.0% for 2001 and 2000.

Net earnings

The decrease in 2001 net earnings resulted primarily from decreased margins and increased start-up costs of new facilities, partially offset by decreased profit-sharing costs and decreased federal income taxes. Our net earnings were also favorably affected in the fourth quarter of 2001 by a pre-tax gain of $20.2 million related to the sale of Nucor Iron Carbide, Inc. ($11.9 million after tax and profit-sharing, or $.15 per share). The increase in 2000 net earnings resulted primarily from increased margins and increased volume. Net earnings were 5% of average equity in 2001, compared with 14% in 2000.

Year Ended December 31, 2000 Compared to Year Ended December 31, 1999

Net sales

Net sales increased by 14% from 1999 to 2000, with more than 55% of the increase due to increased volume, with additional benefit derived from increased sales prices per ton ($394 in 1999 to $410 in 2000). 2000 was a record year for sales, primarily due to the performance in the first half of the year. In the second half of 2000, demand decreased and import levels increased significantly. During 1999 and 2000, imports of steel increased significantly, much of it at reduced prices that we believe reflected dumping. The effects of these imports decreased during the latter part of 1999, but increased during 2000.

Total steel shipments were 11.0 million tons in 2000, compared with 10.1 million tons in 1999. Steel sales to outside customers were 9.8 million tons in 2000 compared with 8.7 million tons in 1999. Steel joist production for 2000 was 613,000 tons, compared with 616,000 tons in 1999. Steel deck sales were 353,000 tons in 2000,

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compared with 375,000 tons in 1999. Cold finish steel sales were 250,000 tons in 2000, compared with 243,000 tons in 1999.

Cost of products sold

The major component of cost of products sold is raw material costs. The average price of raw materials increased by less than 10% in 2000. The average scrap and scrap substitute cost per ton used was $120 in 2000 and $111 in 1999. By the end of the fourth quarter of 2000, the average scrap cost per ton used had decreased to $109. State income taxes of $15.2 million in 2000 and $11.7 million in 1999 also are included in cost of products sold.

Gross margin

Gross margin increased from 13% in 1999 to 14% in 2000 due to the net sales and cost of products sold factors discussed above.

Marketing, administrative and other expenses

The major components of marketing, administrative and other expenses are freight and profit-sharing costs. Unit freight costs increased less than 5% from 1999 to 2000. Profit-sharing costs increased by 46% from 1999 to 2000. Profit-sharing costs are based upon and fluctuate with pre-tax earnings. In 2000, profit-sharing costs included over $6.3 million for an extraordinary bonus paid to employees for the achievement of record earnings during the year. Every employee, except for senior officers, received $800.

Interest expense (income), net

Interest income, net of interest expense, decreased in 2000 as a result of increased average long-term debt and decreased average short-term investments.

Minority interests

Minority interests represent the income attributable to the minority partners of our less than 100% owned subsidiaries, primarily our joint venture, Nucor-Yamato Steel Company.

Federal income taxes

Federal income taxes were at a rate of 35.0% for 2000 and 35.5% for 1999.

Net earnings

The increase in 2000 net earnings resulted primarily from increased margins and increased volume. Net earnings were 14% of average equity in 2000, compared with 11% in 1999.

Liquidity and Capital Resources

Liquidity

The ratio of our current assets to current liabilities, or current ratio, was 2.4 at the end of the first nine months of 2002, and 2.8 at year-end 2001. The percentage of long-term debt to total capital (which includes our long-term debt, minority interests and stockholders’ equity) was 18% at the end of the first nine months of 2002, and 16% at year-end 2001.

Capital expenditures decreased 27% from the first nine months of 2001 to the first nine months of 2002. In addition, during the first quarter of 2001, we purchased substantially all of the assets of Auburn Steel Company, Inc.’s steel bar facility for approximately $115 million in cash. During the third quarter of 2002, our wholly owned subsidiary, Nucor Steel Decatur, LLC, purchased substantially all of the assets of Trico Steel Company, LLC for a purchase price of $117.7 million. The purchase price included the assumption of $86 million in principal amount of

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industrial revenue bonds. The acquisitions were not material to the consolidated financial statements and did not result in material goodwill or other intangible assets. Including approximately $68 million for renovating the Trico Steel acquisition, capital expenditures were approximately $244 million for all of 2002.

In 2001, working capital increased 8% from $821.5 million to $889.5 million, due primarily to decreased accrued profit-sharing costs. Our current ratio was 2.8 in 2001 and 2.5 in 2000. During 2000, we negotiated an agreement with the Environmental Protection Agency. We paid a $9.0 million penalty in July 2001 and agreed to spend another $4.0 million in Supplemental Environmental Projects under the agreement. We do not anticipate that the cost of complying with the terms of this decree will materially impact our liquidity.

We have a simple capital structure with no significant off-balance sheet financing arrangements or relationships with unconsolidated special purpose entities. We sometimes use natural gas purchase contracts to partially manage our exposure to price risk of natural gas which we use during the manufacturing process. Our use of these contracts is immaterial for all periods presented.

In late November 2002, we called for redemption $16 million aggregate principal amount of our outstanding fixed rate industrial revenue bond indebtedness. On January 14, 2003, we redeemed those bonds for 102% of their aggregate principal amount plus all unpaid interest thereon, which accrued at 6.375% per annum. The total redemption price of $16.4 million was paid by us, as the conduit borrower under those bonds, to The Bank of New York, as trustee, and paid by the trustee to those bondholders.

Operating activities

Cash provided by operating activities decreased to $495.1 million in 2001, compared with $820.8 million in 2000. Gross margins deteriorated in 2001 due to lower average selling prices and increased start-up costs of new facilities. Additionally, in 2001, changes in operating assets and liabilities (exclusive of acquisitions and dispositions) used cash of $724,000, compared with changes in operating assets and liabilities providing cash of $79.8 million in 2000.

Investing activities

Cash used in investing activities decreased to $360.4 million in 2001, compared with $410.3 million in 2000. Capital expenditures for new facilities and expansion of existing facilities decreased to $261.1 million in 2001, compared with $415.4 million in 2000.

During 2001, we sold Nucor Iron Carbide, Inc. and sold the assets of the Nucor Bearing Products facility. Both of these operations accounted for a small percentage of our net sales. Total proceeds from these two sales as well as the sale of other equipment at existing facilities were $22.7 million in 2001. Also in 2001, we purchased substantially all of the assets of Auburn Steel Company, Inc.’s steel bar facility in Auburn, New York for approximately $115 million and acquired ITEC Steel, Inc. for approximately $7 million (excluding liabilities assumed).

Financing activities

Cash used in financing activities was $162.9 million in 2001, compared with $492.1 million in 2000. No additional long-term debt was incurred in 2001. Net long-term debt borrowings were $70.0 million in 2000. The acquisitions of the bar mill in Auburn, New York and of ITEC Steel, Inc. in 2001 were funded by our existing cash and short-term investments. The percentage of long-term debt to total capital (which includes our long-term debt, minority interests and stockholders’ equity) was 16% in 2001 and 2000.

Our directors have approved the purchase of up to 15.0 million shares of our common stock. We did not repurchase any shares of our common stock during 2001 or the first nine months of 2002. Since the inception of the stock repurchase program in 1998, we have repurchased a total of approximately 10.8 million shares at a cost of approximately $445 million.

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Capital resources

One of our primary financial objectives is to maintain a strong balance sheet. Funds provided from our operations, credit facility, and new borrowings are expected to be adequate to meet future capital expenditure and working capital requirements for existing operations for at least the next 24 months. On October 1, 2002, we issued the old notes consisting of $350 million of 4.875% notes due in 2012. The notes are our senior unsecured obligations and rank equally with all of our unsecured and unsubordinated debt outstanding from time to time. We believe we have the ability to borrow significant additional funds to finance future acquisition opportunities, while maintaining a conservative debt to capital ratio.

On October 4, 2002, we entered into a new revolving unsecured credit facility that provides up to $425 million in revolving loans. This credit facility consists of (i) a $125 million 364-day revolver with an option to permit us to convert amounts outstanding under this facility to a one-year term loan, and (ii) a $300 million five-year multi-currency revolver, a portion of which is available for the issuance of letters of credit and foreign currency borrowings. The new revolving credit facility replaces our previous credit facilities that provided for up to $248 million in revolving loans. Borrowings under the new credit facility bear interest at a base rate or LIBOR plus an applicable spread to be determined by reference to our senior unsecured debt ratings by Standard & Poor’s Ratings Services and Moody’s Investors Service. The new credit facility includes customary financial and other covenants, including a limit on the ratio of funded debt to total capitalization of 50% and a limit on our ability to pledge our or our subsidiaries’ assets. We had no amounts outstanding under this new credit facility as of the date of this prospectus.

It is currently contemplated that we will update our commercial paper program in the near future, increasing its size in relation to our new $425 million revolving credit facility.

Our 2002 joint venture with Rio Tinto Group to construct a commercial scale HIsmelt mill in Western Australia requires us, based on budget calculations, to fund approximately $7 million for this project in 2002 and approximately $48 million thereafter.

On December 9, 2002, we completed our acquisition transaction with Birmingham Steel Corporation for a cash purchase price of approximately $615 million, acquiring substantially all of its assets and assuming obligations under acquired contracts and under some environmental permits. We funded the acquisition with some of the net proceeds from the offering of the old notes, along with working capital.

We are subject to environmental laws and regulations established by federal, state and local authorities and make provisions for the estimated costs related to compliance. The ultimate impact of complying with these laws and regulations is not always clearly known or determinable because regulations under some of these laws have not yet been promulgated or are undergoing revision. These environmental laws and regulations, particularly the Clean Air Act, could result in substantially increased capital, operating and compliance costs. We are also subject to a consent decree with the EPA and certain states effective in July 2001 in order to resolve alleged environmental non-compliance at eight steel mills and six Vulcraft facilities and to provide an achievable schedule for bringing those facilities into full compliance with environmental laws. The consent decree also provides a framework for resolving a number of uncertainties regarding applicable environmental requirements under state and federal laws and regulations. We do not anticipate that the cost of complying with the terms of this decree will materially impact our liquidity. Of the undiscounted total amount of approximately $75.6 million in accrued environmental reserves at September 28, 2002, including costs projected to comply with the consent decree, approximately $47.2 million was classified in accrued expenses and other current liabilities and approximately $28.4 million was classified in deferred credits and other liabilities.

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Contractual Obligations and Other Commercial Commitments

The following table sets forth our contractual obligations and other commercial commitments as of December 31, 2002, not including related interest expense, if any, for the periods presented.

	Payments Due By Period
Contractual Obligations	Total		Less than 1 year		1-3 years		4-5 years		After 5 years
Long-term debt(1)	$	894,550,000	$	16,000,000	$	1,250,000		—	$	877,300,000
Operating leases		4,012,743		1,083,177		2,679,133	$	250,433		—
Unconditional purchase obligations (2)		60,736,079		60,002,693		733,386		—		—
Other long-term obligations (3)		45,897,000		34,653,500		11,243,500		—		—
Total contractual cash obligations	$	1,005,195,822	$	111,739,370	$	15,906,019	$	250,433	$	877,300,000
	Amount of Commitment Expiration Per Period
Other Commercial Commitments	Total Amounts Committed		Less than 1 year		1-3 years		4-5 years		After 5 years
Guarantees (4)	$	3,500,000	$	3,500,000		—		—		—

(1) Long-term debt as stated above includes the additional debt issued in the form of the old notes to finance in part our acquisition of substantially all of the assets of Birmingham Steel Corporation.

(2) Purchase obligations on operating machinery and equipment.

(3) Our share of estimated costs to construct and start-up the joint venture HIsmelt mill in Western Australia.

(4) Financial guarantees on environmental remediation.

The year 2001 was one of the most difficult business environments that the steel industry has experienced in decades. Our earnings in 2002 will be adversely impacted by the general state of the economy, specifically as it affects the construction industry, partially offset by the effect of the March 2002 tariffs.

Much of the information in this section contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You should read “Special Note of Caution Regarding Forward-Looking Statements” in the front of this prospectus for a more complete description of what constitutes a forward-looking statement, the protections and qualifications relating to those statements, and a discussion of the risks and uncertainties that could cause actual results to vary materially. Those risks and uncertainties are explained in more detail in “Risk Factors”.

Outlook

On February 6, 2003, we issued a fourth quarter earnings release, in which we stated that our fourth quarter earnings were expected to be $0.55 per share, based on net earnings of $42.9 million, and that sales for 2002 were expected to be $4.6 billion. Total steel production in 2002 was 13.6 million tons. We also stated that we expect the first quarter of 2003 to be impacted by continuing weak economic conditions and severely depressed levels of non-residential construction, and that, based on preliminary information, our first quarter earnings could be between $0.20 to $0.25 per share. We currently expect to file our audited 2002 year-end financial statements in late March 2003.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at year-end, and the reported amount of revenues and expenses during the year. On an ongoing basis, we evaluate our estimates, including those related to the valuation allowances for receivables, the carrying value of property, plant and equipment and environmental obligations. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances, the results of

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which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Accordingly, actual costs could differ materially from these estimates under different assumptions or conditions.

We believe the following critical accounting policies affect our significant judgments and estimates used in the preparation of our consolidated financial statements.

Allowances for Doubtful Accounts

We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

Asset Impairments

We evaluate the impairment of our property, plant and equipment on an individual asset basis or by logical groupings of assets. Asset impairments are recognized whenever changes in circumstances indicate that the carrying amount of those productive assets exceeds their aggregate projected undiscounted cash flows.

Environmental Remediation

We are subject to environmental laws and regulations established by federal, state and local authorities, and make provision for the estimated costs related to compliance. Undiscounted remediation liabilities are accrued based on estimates of known environmental exposures. The accruals are reviewed periodically and, as investigations and remediation proceed, adjustments are made as we believe are necessary. The accruals are not reduced by possible recoveries from insurance carriers or other third parties, and do not reflect anticipated allocations among potentially responsible parties at federal Superfund sites or similar state-managed sites after an assessment is made of the likelihood that such parties will fulfill their obligations at such sites. Our measurement of environmental liabilities is based on currently available facts, present laws and regulations, and current technology.

Recently Issued Accounting Standards

In June 2002, FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities”, which addresses issues relating to the recognition, measurement and reporting of costs associated with exit and disposal activities, including restructuring activities, and nullifies the guidance in Emerging Issues Task Force Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)”. SFAS No. 146 is effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. We believe that the adoption of SFAS No. 146 does not currently have a material impact on our results of operations, financial condition and cash flows.

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INDUSTRY

The United States steel industry is cyclical and is affected by a number of factors, including general economic conditions, currency exchange rates, market demand for steel products, availability and costs of electricity, natural gas, raw materials and equipment and parts, and United States and foreign trade policies affecting steel imports or exports. In 2001, United States steel makers produced 99.3 million tons of steel and operated at an average production capacity of 79.2%, based on data compiled by the American Iron and Steel Institute, or AISI. This is compared to production of 112.2 million tons at 86.1% average production capacity in 2000 and 107.4 million tons at 83.8% average production capacity in 1999, as reported by AISI. Average revenue per ton declined from $345 for 2000 to $315 for 2001, based on AISI data.

Steel is sold principally to the automotive, construction, steel product fabrication, container/packaging, oil and gas, electrical, machinery and appliance industries. In some of these industries, such as the automotive and construction industries, steel competes with other substitute materials such as plastic, glass, composite and ceramic materials.

We estimate that foreign steel accounted for approximately 23.3%, 25.8% and 25.2% of the United States market in 2001, 2000 and 1999, respectively, based on AISI data. These levels of foreign imports reflect the glut of global steel production capacity compared to global steel consumption during this period. We estimate that global annual production capacity for steel was approximately one billion tons in 2001, based on data compiled by the Boston Consulting Group, while only approximately 847 million tons of steel were purchased worldwide in 2001, based on a report by the International Iron and Steel Institute. Increasing steel imports sold at prices lower than domestic prices have adversely affected the United States steel industry. As the largest and most open steel market in the world, the United States has become a primary target for the sale of excess steel production, which we believe is often at illegal dumping prices.

On March 5, 2002, President Bush imposed a series of tariffs relating to imported steel that apply over a three-year period and are intended to give the domestic steel industry an opportunity to strengthen its competitive position through restructuring and consolidation. Tariffs have been imposed on imports of certain flat steel, hot-rolled bar, cold-finished bar, rebar, certain welded tubular products, carbon and alloy fittings, stainless steel bar, stainless steel rod, tin mill products and stainless steel wire. A tariff rate quota was applied to steel slabs. The tariffs gradually decline in years two and three and expire at the end of the third year. The tariffs range from 30% ad valorem to 8% ad valorem in the first year; 24% to 7% in the second year; and 18% to 6% in the third year. There are products and countries not covered by these tariffs, in addition to numerous foreign steel manufacturers that have received exemptions from these tariffs. According to published reports, the exemptions are now estimated to cover approximately 5.4 million of the original 13.1 million tons of imported steel products that were covered by the tariffs. The majority of the most recent exemptions were granted to products made by European Union and Japanese producers. To date, the United States Department of Commerce has granted 727 exemptions which, according to the AISI, is the reason the tariffs have not yet effectively reduced steel imports. According to the AISI, there are some early indications that the President’s program is beginning to work, including improved operating performance, new stock offerings, increased consolidation activity and partial price restoration for some flat-rolled steel products; however, some analysts attribute these developments to other factors such as diminished domestic supply, higher domestic demand, the lower value of the United States dollar and recent successful antidumping cases. For the first nine months of 2002, steel imports were 23.9 million tons versus 22.1 million tons in the first nine months of 2001, according to the AISI. The Bush administration has announced its intention to review the impact of these tariffs and determine whether they should be ended prior to their scheduled expiration.

Earlier this year, the U.S. Commerce Department concluded that 20 countries were dumping cold-rolled steel in the U.S. market, and referred the matter to the International Trade Commission to determine if this dumping injured American steel producers. Recently, the International Trade Commission determined that the domestic steel industry has not been significantly injured by the alleged dumping of cold-rolled steel from producers in Japan, India, Australia, Sweden and Thailand, and has declined to impose duties that could have significantly increased the price of imported cold-rolled steel. The International Trade Commission in November ruled against United States steel producers when it determined that, while imports from numerous other countries had injured the domestic steel industry, the future threat of injury from imports was mitigated by existing duties, and as a result no additional

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duties were imposed. Although more of these dumping cases may undergo government review, since the implementation of the tariffs in March 2002, the International Trade Commission generally has ruled against the U.S. steel industry. We are currently participating in appeals to the Court of International Trade regarding unfavorable rulings by the International Trade Commission relating to steel beams and cold-rolled sheet products.

As a result of the general economic slowdown and the effects of increasing steel imports, as well as other factors, a number of significant United States steel makers entered bankruptcy in 2001 and 2002. These companies include Trico Steel Company, LLC, Republic Steel Corporation, Bethlehem Steel Corporation, National Steel Corporation, Geneva Steel Company and Birmingham Steel Corporation. The operations of some of these companies have ceased, which may reduce United States supply, on at least a temporary basis. Because the shutdown of some of these facilities may only be temporary, however, it is not possible to predict whether the bankruptcies will have a long-term effect on the reduction of United States steel manufacturing capacity.

Reflecting reduction in supply as a result of these bankruptcies and the impact of the tariffs announced in March 2002, prices for some United States steel products have increased recently. Our composite sales price per ton has increased from $316 per ton in the first quarter of 2002 to $355 per ton in the third quarter of 2002. By the fourth quarter of 2002, sheet steel prices had declined, in part due to restarts of some closed facilities. The strength of the United States steel industry will depend principally on the timing and duration of an economic recovery and the implementation of a longer term solution to prevent illegal dumping in the United States market by foreign steel producers.

The United States steel industry is composed of two major sectors: integrated steel and mini-mills. Integrated steel facilities use blast furnaces to make molten steel from iron ore and coke, which is a refined carbon product produced by firing coal in large coke ovens at the facility.

Non-integrated mills (often referred to as mini-mills), like the ones we own, melt scrap steel using electric arc furnaces, a less capital-intensive process which makes them more efficient than integrated steel mills. Because mini-mills are smaller than integrated steel mills, mini-mill steel manufacturers like us can build and operate their mills in multiple locations to be nearer to their customers. Mini-mills have accounted for an increasing amount of United States steel production. In 1998, mini-mill steel production totaled 45.1% of United States steel production, compared to 47.4% in 2001, according to the Steel Industry Monitor. We believe that this trend will continue.

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BUSINESS

The following is a summary description of our business. You should read the information provided in our periodic reports that are filed with the SEC and incorporated by reference in this prospectus for more information about us and our operations. See “Where You Can Find More Information”.

Overview

We are the largest steel producer in the United States. Additionally, we are the nation’s largest recycler, using steel scrap as our primary material in producing our steel products. We had sales of over $4.1 billion and recycled over 10 million tons of scrap steel in 2001. We produce and sell steel in the following forms:

• steel bars, beams, sheet and plates,

• steel joists and joist girders,

• steel deck,

• cold-finished (or rolled) steel,

• steel fasteners,

• metal building systems, and

• light gauge steel framing.

We manufacture our steel principally from steel scrap, utilizing electric arc furnaces, continuous casting and automated rolling mills. We process some of our manufactured steel to produce cold-rolled or cold-finished steel, steel joists and joist girders, and steel fasteners. We further process our cold-rolled steel to produce steel deck.

Our products are primarily carbon steel, which is steel containing iron, carbon and other alloys. A variety of alloys are used to achieve distinct properties to meet specific applications.

In 2001, approximately 90% of our hot- and cold-rolled steel production was sold to non-affiliated customers in the United States; the remainder was used by us in the manufacture of other steel products as described above. We market our steel products in the United States principally through our in-house sales force. We believe the primary competitive factors in selling steel products are price and service. We face considerable competition from numerous domestic manufacturers and foreign imports, often at prices that we believe involve “dumping” in the case of foreign imports.

We have operations in 14 states and as of February 15, 2003 had approximately 10,000 employees. None of our employees are represented by labor unions.

Our backlog of orders was approximately 2.8 million tons at September 28, 2002 and approximately 2.1 million tons at September 29, 2001. We expect current backlog to be filled within one year.

On December 9, 2002, we acquired substantially all of the assets of Birmingham Steel Corporation. A significant portion of the information in this section regarding our business takes into account that acquisition.

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Business Strengths

Largest Steel Producer in United States

We are the largest steel producer in the United States. In 2002, our mills produced approximately 13.6 million tons of steel, representing over 13% of U.S. steel produced. Our 2002 production represented an 11% increase from the 12.3 million tons we produced in 2001. Our annual production capacity has grown from 120,000 tons in 1970 to almost 14 million tons in 2001 and over 18 million tons as of December 31, 2002, including our recent acquisitions. For the first nine months of 2002, our mills produced 10 million tons, or approximately 14.5% of steel production in the United States in that period. Our first nine months 2002 production represented a 7.7% increase from the 9.3 million tons we produced in the first nine months of 2001.

Low-Cost Producer

We believe that our manufacturing costs are among the lowest in the steel industry. The most significant component of our operating costs is scrap steel. Our mills melt scrap steel using electric arc furnaces and then process the steel through continuous casting systems. These operations are highly automated, and we believe that we require fewer employees per ton of production capacity than many of the facilities of our competitors. In addition, due to the efficiency of our mills, we limited our energy costs in 2001 to 10% of sales.

Modern, Efficient Mills

We believe that our steel mills are among the most modern and efficient in the world, utilizing current and efficient technology. We were among the early companies to build and operate mini-mills, starting in 1969. Our older facilities have been updated in many cases in an effort to maximize the efficiencies afforded by the latest technological advances. We believe our mini-mills are more labor, capital and energy efficient than integrated steel mills, which produce steel with blast furnaces from iron ore, a more basic raw material. Additionally, we believe that the variety and scale of our operations generally enable company-wide synergies and efficiencies not achievable by our smaller mini-mill competitors. In 2002, our capital expenditures to maintain, improve and expand our facilities (including approximately $68 million for renovations in connection with the Trico Steel acquisition) were approximately $226 million, or 5% of our sales, and $120 million, or 3% of our sales, in 2001.

Commitment to Innovation

We pride ourselves on being at the technical forefront of the steel industry. We believe we were the first steel company to commercialize thin-slab casting and among the first in the United States to adopt “near net shape beam blank casting” (structural steel). We emphasize the development of new disruptive and leapfrog technologies that can give us a competitive advantage. Some of those technologies include:

Castrip. Strip-casting produces ultra-thin gauge hot-rolled steel with the ability to serve many cold-rolled applications. A Castrip mill produces a thinner sheet of steel in the casting process and is less capital intensive than existing sheet mills. The expected working space requirements for the Castrip process are less than the requirements for sheet steel produced using a thin-slab or a conventional-slab caster. The first Castrip facility is operational and is being tested for economic viability at our Crawfordsville, Indiana steel mill. We are now producing prime, saleable coils at the new Crawfordsville facility that uses the Castrip technology. Our team in Crawfordsville has also successfully broadened the product capability of the Castrip technology to include both electrical and stainless steels. While we are still in the testing stage and there can be no assurance as to its ultimate success, we continue to make significant progress towards achieving full commercialization of the Castrip process. In addition to our Castrip facility, we have entered into a joint venture with Broken Hill Proprietary Corporation and Ishikawajima-Harima Heavy Industries to sell the Castrip technology to other steel manufacturers. We hold the exclusive rights to use this technology in the United States and Brazil.

HIsmelt. HIsmelt is a technology in development to convert iron ore to liquid metal thus eliminating the need for a blast furnace, sinter/pellet plants and coke ovens. This technology also may

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provide an economic alternative for blast furnaces and coke ovens that are no longer operational. We entered into a joint venture in 2002 with the Rio Tinto Group, the leading iron ore supplier in Australia, Mitsubishi Corp. and Chinese steel maker Shougang Corp. to develop the HIsmelt technology and for the construction of a commercial scale HIsmelt mill at Rio Tinto’s existing HIsmelt pilot site in Kwinana, Western Australia. We have the right to use this technology in any of our facilities.

Experienced Management Team

The members of our senior management team have an average of approximately 15 years in management positions with our company.

Commitment to our Employees

We have a simple, streamlined organizational structure to allow our employees to make quick decisions and to be innovative. Our organization is highly decentralized, with most day-to-day operating decisions made by one of our division general managers and their staff. The organizational structure at a typical division is made up of only three management layers over our hourly employees: supervisors/professionals, department managers, and a general manager. All of our employees participate in one of our four incentive compensation plans, which award compensation for meeting and exceeding selected operational goals. Because of their productivity, we believe that employees working at our mills are, on average, among the highest paid in the steel industry. None of our employees are represented by labor unions, and we believe our annual employee turnover is low relative to our industry. Additionally, we believe that we take an egalitarian approach to providing benefits to our employees-that is, upper levels of management generally do not enjoy better insurance programs, vacation schedules, holidays, or other traditional perquisites such as company cars, corporate jets, executive dining rooms or executive parking places. Due to our structure and employee practices, we have been able to attract and retain highly talented, motivated, productive employees, committed to making our company a leader in the steel industry.

Commitment to our Customers through Product Quality and Service

We are committed to providing our customers with uncompromising quality products. We strive to maintain the most modern equipment at our facilities and to adopt new and innovative production technologies, all with the objective of producing products of the highest quality as efficiently as possible. All of our operating facilities have earned quality system certifications. Most are ISO 9000 certified, a few are also QS 9000 certified and many have other special certifications unique to the industry. Most of these certifications are the result of implementing quality systems that are compliant with recognized international standards and passing an audit by an independent registrar. In addition to product quality, we have a strong commitment to serving our customers’ needs. We subscribe to the principle that our real business is a commitment to each and every customer on each and every order.

Growth Strategies

Optimize Existing Facilities

We are committed to continually improving our production efficiencies and lowering our operating costs per ton of steel produced. We also regularly improve the quality of our products, allowing improved pricing. We budgeted approximately $125 million in 2002 on capital improvements to our existing machinery and equipment, including the adoption of new or enhanced production technologies. We spent approximately $99 million in 2001 and $108 million in 2000 on these capital improvements. We plan to continue seeking opportunities to optimize the capabilities of our production machinery and equipment. For example, we plan to spend an additional $200 million on capital improvements to several of our bar mills over the next three years. These projects include a modernization of the rolling mill at our Nebraska mill, a new melt shop at our Texas mill, and a new reheat furnace and finishing end at our South Carolina mill.

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Continue Greenfield Growth

Historically, we have grown our operations primarily by building new facilities, or “greenfield expansion”, and through expansion at our existing facilities.

In the second half of 2001, we began operations at the Vulcraft facility in Chemung, New York (Vulcraft of New York, Inc.). This facility produces steel joists, joist girders and steel deck. In late 2000, we completed construction of a steel plate mill in Hertford County, North Carolina, which has annual production capacity of 1.2 million tons. During 1999, we completed construction and started operation of a steel beam mill in Berkeley County, South Carolina, which has annual production capacity of 600,000 tons per year.

Additionally, we seek opportunities to increase our production capabilities by expanding at our existing operating locations. During 2001, we finished building and began operating a cold-rolling facility at our sheet mill in Berkeley County, South Carolina. This is our second cold-rolling facility at this mill, increasing its annual capacity of cold-rolled steel to 1.5 million tons from 750,000 tons. During 2000, we finished building and began operating a second caster at our sheet mill in Berkeley County, South Carolina. This additional caster increased our annual capacity of hot-rolled steel at this mill to 2.2 million tons from 1.5 million tons.

Continue Acquisitions

The recent economic downturn has significantly affected the steel industry, and a number of our competitors’ operations are for sale, many being offered for sale in bankruptcy proceedings. We believe that the number of facilities for sale, coupled with the limited number of potential buyers, is producing attractive pricing for existing facilities. We have been and plan to continue identifying economically attractive opportunities to purchase operating assets to increase our production capacity. We seek to make purchases when, in addition to boosting our annual production capacity, we can improve the acquired facilities by implementing our management philosophy and commitment to employees, undertaking capital improvement projects, and bringing our technologies and production knowledge to those operations.

Strategic Acquisitions

As part of our overall strategy to emerge from economic down-cycles stronger than we entered them, we have pursued and continue to pursue acquisitions that are both strategically important and attractively valued. We take a cautious and disciplined approach to acquisitions and are interested in acquiring assets only if they will help us build profitable market share and are priced attractively. A primary goal of our business development team and corporate-level transition/integration team leaders is to integrate our acquired assets as smoothly as possible.

Birmingham Steel Corporation

On December 9, we completed our acquisition of substantially all of Birmingham Steel Corporation’s assets for approximately $615 million in cash. We used some of the net proceeds from the offering of the old notes, along with working capital, to complete that acquisition. As required by the acquisition agreement, Birmingham Steel filed for Chapter 11 bankruptcy pursuant to a prearranged plan. We, Birmingham Steel, and Birmingham Steel’s secured creditors agreed on the pre-arranged plan. The United States Bankruptcy Court in Delaware confirmed the plan of reorganization and approved the acquisition. The Anti-Trust Division of the United States Department of Justice granted early termination of the Hart-Scott-Rodino waiting period, allowing the transaction to proceed under the antitrust laws. Assets included in the purchase are Birmingham Steel’s four operating mills in Birmingham, Alabama; Kankakee, Illinois; Seattle, Washington; and Jackson, Mississippi. These mills have an estimated combined annual capacity of approximately two million tons. We intend to continue to operate these facilities in much the same manner as they were operated prior to the acquisition. These plants are similar to the ones we have operated and approach our other plants in terms of operating efficiency. In addition, employees at these facilities are not represented by unions. We believe that these plants’ compatibility, as well as the similar management philosophies, will help to facilitate the integration process for the acquisition.

In connection with the acquisition, we also acquired the corporate office of Birmingham Steel located in Birmingham, Alabama; its mill in Memphis, Tennessee, which is currently not operating; the assets of Port

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Everglades Steel Corporation; the assets of the Klean Steel Division; Birmingham Steel’s ownership of Richmond Steel Recycling Limited; and approximately $120 million accounts receivable and inventory related to the acquired assets.

Wholly owned subsidiaries of ours have assumed obligations of Birmingham Steel under acquired contracts, which include certain supply and service contracts, utilities agreements, property and equipment leases and other ordinary course operating contracts, and under certain environmental permits.

Trico Steel Company, LLC

In January 2002, the United States Bankruptcy Court in Delaware approved the purchase by one of our wholly owned subsidiaries of substantially all of the assets of Trico Steel Company, LLC. We completed the purchase on July 22, 2002 for a purchase price of $117.7 million. In connection with the acquisition we assumed $86 million in principal amount of industrial revenue bonds. Located in Decatur, Alabama, the Trico sheet steel facility originally began operations in 1997. We anticipate that following completion of scheduled capital improvements, its annual capacity will be approximately 1.9 million tons, which will increase our total capacity for sheet production by approximately 30%. Our management team is in place and has begun training employees at this facility. Equipment modifications to increase the capacity of this facility and the quality of its product were started immediately after receiving the required regulatory permits. We believe that these assets will support our strategy to build market share in the flat-rolled steel market and broaden our sheet product portfolio to include higher quality grades.

In the third quarter of 2002, we incurred costs associated with the accelerated start-up of Nucor Steel Decatur, LLC, which successfully produced its first heat and cast its first slabs the week of September 16-less than 60 days after the acquisition. The facility is now regularly producing and shipping hot-rolled steel coils and pickled and oiled product for outside customers.

Auburn Steel Company, Inc.

In March 2001, we acquired substantially all of the assets of Auburn Steel Company, Inc.’s merchant steel bar facility in Auburn, New York for a purchase price of approximately $115 million. The facility began operations in 1974 and has an annual capacity of 450,000 tons of merchant bar quality steel shapes. As one of our lowest capital cost bar mills, the acquisition of the Auburn facility has been accretive to our earnings. The facility achieved record production and shipments in 2001, which we believe was partially due to the implementation of our incentive pay system at this facility.

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Our Operating Facilities

Our Bar Mills, Sheet Mills, Structural Mills and Plate Mill

We operate 16 scrap-based steel mills. These mills melt scrap metal to produce steel, as compared to integrated steel mills, which make steel by processing iron ore and other raw materials in blast furnaces.

Bar Mills. We operate nine bar mills, which are located in Darlington, South Carolina; Norfolk, Nebraska; Jewett, Texas; Plymouth, Utah; Auburn, New York; Birmingham, Alabama; Kankakee, Illinois; Seattle, Washington; and Jackson, Mississippi. We produce carbon and alloy steel bars, angles and light structural shapes at these bar mills. These products have wide usage, including in the manufacturing of automotive and farm equipment, metal buildings, furniture and recreational equipment. Total production capacity of our nine bar mills is approximately 5.8 million tons per year.

We constructed four of these mills between 1969 and 1981. The mill in Auburn, New York, was acquired in March 2001 and the mills in Birmingham, Alabama; Kankakee, Illinois; Seattle, Washington; and Jackson, Mississippi were acquired on December 9, 2002. Over the years, we have completed extensive capital projects to keep our facilities modernized. As announced in February 2002, we plan to spend an additional $200 million on capital improvements to these mills over the next three years. These projects include a modernization of the rolling mill at our Nebraska mill, a new melt shop at our Texas mill, and a new reheat furnace and finishing end at our South Carolina mill. Our average construction cost for building these four mills was approximately $186 per ton of their annual steel-making capacity in 2001.

In 2001, we acquired substantially all of the assets of Auburn Steel Company, Inc.’s bar mill in Auburn, New York. Our capital cost at this mill is approximately $186 per ton of steel-making capacity in 2001. This mill is an important addition to our group of bar mills, as it gives us a presence in the market for merchant bars in the Northeast and fits well strategically with our new Vulcraft facility in New York, which we describe below.

Our capital cost for the four bar mills we acquired from Birmingham Steel is approximately $237 per ton of steel-making capacity. These mills broaden our presence geographically and complement our bar product growth strategy.

Sheet Mills. We operate four sheet mills, which are located in Crawfordsville, Indiana; Hickman, Arkansas; Berkeley County, South Carolina; and Decatur, Alabama. We produce flat-rolled steel at these mills, which is used in the manufacture of appliances, pipes and tubes and in the construction industry. Total annual capacity of our sheet mills is in excess of eight million tons per year.

We constructed each of these sheet mills between 1989 and 1996 other than the Decatur, Alabama facility, which we acquired from Trico Steel in the third quarter of 2002. These sheet mills utilize thin-slab casters to produce hot-rolled sheet, a portion of which we further process through cold rolling and galvanizing. Our average construction cost for these mills is approximately $301 per ton of their annual steel-making capacity in 2001.

In July 2002, one of our subsidiaries purchased substantially all of the assets of Trico Steel. Located in Decatur, Alabama, the Trico sheet steel facility originally began operations in 1997. We anticipate that following completion of scheduled capital improvements, its annual capacity will be approximately 1.9 million tons, which will increase our total capacity for sheet production by approximately 30%. We made capital expenditures of approximately $70 million for improvements in 2002. The Decatur facility is now regularly producing and shipping hot-rolled steel coils and pickled and oiled product for outside customers.

During 2001, we finished building and began operating a cold-rolling facility at our sheet mill in Berkeley County, South Carolina. This is our second cold-rolling facility at this mill, increasing its annual capacity of cold-rolled steel to 1.5 million tons from 750,000 tons.

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During 2000, we finished building and began operating a second caster at our sheet mill in Berkeley County, South Carolina. This additional caster increased our annual capacity of hot-band steel at this mill to 2.2 million tons from 1.5 million tons.

Structural Mills. We operate two steel structural mills which are located in Blytheville, Arkansas and Berkeley County, South Carolina. We produce wide-flange steel beams, pilings and heavy structural steel products at these mills for sale to steel fabricators and distributors to be used in buildings, bridges and other construction applications. Both of these mills use a special casting method that produces a beam blank closer in shape to that of a finished beam than traditional methods. Combined annual capacity of these two mills is approximately 3.2 million tons.

In 1999, we finished building and began operating our structural beam mill in Berkeley County, South Carolina. In 1988, we and Yamato Kogyo, one of Japan’s major producers of wide-flange beams, completed construction of a structural beam mill in Blytheville, Arkansas. We own a 51% interest in Nucor-Yamato Steel Company, which owns and operates this mill. Our average construction cost for these two mills is approximately $270 per ton of annual steel-making capacity in 2001, which we believe is lower than the average construction cost of production capacity at integrated steel mills producing these same products.

Plate Mill. We operate one steel plate mill in Hertford County, North Carolina. It produces steel plate used in our customers’ production of rail cars, ships, barges and refinery tanks. We finished building and began operating this mill in October 2000. This mill’s new, efficient production technology and our strong customer service focus has enabled us to successfully enter the market for steel plate. We will seek an increasing share of this market over the next several years. This mill has annual production capacity of 1.2 million tons and we produced approximately 522,000 tons in 2001.

Operation of Our Steel Manufacturing Mills

All of our steel manufacturing mills process scrap steel to produce our steel products, rather than melting iron ore with blast furnaces, as do integrated mills. We melt steel scrap in electric arc furnaces and pour it into continuous casting systems, producing billets and slabs. Highly sophisticated rolling mills convert the billets and slabs into angles, rounds, channels, flats, sheet, beams, plate and other products.

We produced a record 13.6 million tons of steel in 2002, an 11% increase from 12.3 million tons in 2001. Our annual production capacity has grown from 120,000 tons in 1970 to over 18 million tons in 2002, taking into account our recent acquisitions.

Scrap and scrap substitutes are the most significant element in our total cost of producing steel. The average cost of our steel scrap decreased to $101 per ton used in 2001 from $120 per ton used in 2000, while the cost of our steel scrap has recently increased substantially. Despite increased mini-mill production in recent years, the rise in availability and use of scrap substitutes helps to keep scrap costs from increasing significantly.

Steel mills consume large amounts of electricity and gas. However, because of the efficiency of our steel mills, we have limited our average energy costs to approximately 10% of our sales in at least the last three fiscal years. We believe that this is lower than the energy costs of integrated steel companies producing comparable products.

Markets for Our Manufactured Steel

We sold approximately 90% of our 2001 hot- and cold-rolled steel production to non-affiliated U.S. customers, and used the balance as the raw material for our fabrication operations. Steel sales to our customers in 2002 were a record 12.3 million tons, 12% higher than the 11.0 million tons in 2001.

We sell steel products produced by our bar mills and sheet mills primarily to manufacturers and steel service centers and the steel products of our structural and plate mills primarily to fabricators, manufacturers and steel service centers.

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We use a simple, highly competitive pricing system that is less complicated than the traditional pricing structure used by many companies in the steel industry. For the bar and structural mills, we charge all customers in a region the same published price. For the more highly engineered steel produced by our sheet and plate mills, however, prices we charge vary due to the additional costs of accommodating customized and specialized products ordered by our customers.

Our Vulcraft Group

Our Vulcraft group is the nation’s largest producer of steel joists, joist girders and steel deck used in non-residential building construction. Steel joists, joist girders and steel decking are used extensively as part of the roof and floor support systems in buildings, including retail stores, shopping centers, warehouses, schools, churches, hospitals and, to a lesser extent, multi-story buildings and apartments. Building support systems using joists, joist girders and steel deck are frequently more economical than other systems. We sell these products to general contractors and steel fabricators across the United States. Steel fabricators design complex, highly-specialized load-bearing products and structures for use in the construction industry. Substantially all production is to order and minimal unsold inventories of finished products are maintained. All sales contracts are firm fixed-price contracts and are usually bid against other suppliers.

Sales of steel joists, joist girders and steel deck are significantly dependent on the non-residential building construction market. The decreased level of construction over the past two years has unfavorably impacted the number of non-residential buildings supplied by the Vulcraft group. Continued weakness in non-residential building construction would negatively affect the sales of steel joists, joist girders and steel deck and the earnings of Vulcraft.

Steel Joists and Joist Girders. Our facilities located in Florence, South Carolina; Norfolk, Nebraska; Fort Payne, Alabama; Grapeland, Texas; St. Joe, Indiana; Brigham City, Utah; and Chemung, New York produce steel joists and joist girders. We sell these products through a bidding process. In 2001, our Vulcraft group submitted bids on an estimated 80% to 90% of the domestic buildings being constructed using steel joists and joist girders as part of their support systems and supplied an estimated 40% of total domestic sales of steel joists and joist girders. In 2001, our Vulcraft facilities produced 532,000 tons of steel joists and joist girders, a decrease of 13% from the 613,000 tons we produced in 2000 and a decrease of 14% from the 616,000 tons we produced in 1999. These facilities currently have an annual production capacity of 685,000 tons. In 2001, our Vulcraft group obtained approximately 92% of its steel requirements for joists and joist girders from our bar mills.

Steel Deck. Our Vulcraft facilities in Florence, South Carolina; Norfolk, Nebraska; Fort Payne, Alabama; Grapeland, Texas; St. Joe, Indiana; and Chemung, New York produce steel deck. Steel deck is used in what we believe is the majority of buildings being constructed with steel joists and joist girders, so that we are often able to bid on steel deck when bidding on steel joists and joist girders. In 2001, our Vulcraft group supplied an estimated 30% of total domestic sales of steel deck. In 2001, our Vulcraft facilities produced 344,000 tons of steel deck, a decrease of 3% from the 353,000 tons we produced in 2000 and a decrease of 8% from the 375,000 tons we produced in 1999. These facilities currently have an annual production capacity of 400,000 tons. In 2001, our Vulcraft group obtained approximately 89% of its steel requirements for steel deck production from our sheet mills.

In 2000, we began construction on a Vulcraft facility in Chemung, New York. We began operations at this facility in the second half of 2001. This facility produces steel joists, joist girders and steel deck. The majority of the raw materials for this facility are supplied by our steel manufacturing mills in Auburn, New York and Crawfordsville, Indiana. Through the Chemung Vulcraft facility we have expanded our geographic market of our Vulcraft group into the Northeast.

Our Cold Finish Group

Our cold finish group produces cold-drawn and turned, ground and polished steel bars, in round, hexagon, flat and square shapes. These products are purchased by customers in various industries, including automotive, farm machinery, hydraulic, appliance, electric motor and service centers. Examples of these products include anchor bolts in basketball hoops and farm machinery, hydraulic cylinders, and shafting for air conditioner compressors, ceiling fan motors, garage door openers, electric motors and lawn mowers.

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This group has facilities in Norfolk, Nebraska; Darlington, South Carolina; and Brigham City, Utah. We believe all three facilities to be among the most modern in the world, and they use in-line electronic testing to ensure outstanding quality. Our cold finish group obtains most of its steel requirements from our bar mills. In 2001, sales of cold-finished steel products were 203,000 tons, a decrease of 19% from 250,000 tons in 2000 and a decrease of 16% from 243,000 tons in 1999. The total capacity of these three facilities is approximately 350,000 tons per year. Based on our review of the AISI Annual Statistical Report published in July 2002, we estimate the total annual cold-finished steel product market for the years 1997 through 2000 to be more than 1.8 million tons. Our cold finish group anticipates opportunities for increases in sales and earnings during the next several years since we currently have less than 15% of the market.

Our Fastener Division

Our fastener division is located in St. Joe, Indiana and produces standard steel hexhead cap screws, hex bolts, socket head cap screws and structural bolts. Fasteners are used in a broad range of markets, including automotive, machine tools, farm implements, construction and military applications.

This operation is highly automated and we believe has fewer employees than comparable facilities of our competitors, enabling us to maintain highly competitive pricing in a domestic market currently dominated by foreign suppliers. The total capacity of this facility is approximately 75,000 tons, which we estimate to be approximately 20% of the total market for these products. This facility obtains much of its steel requirements from our bar mills.

Our Building Systems Group

Our building systems group manufactures metal buildings and steel framing systems for commercial, industrial, residential and municipal construction markets. It can customize complete metal buildings, ranging in size from approximately 500 square feet to more than one million square feet and can integrate other materials into these buildings such as glass, wood and masonry. This group sells its products through a builder distribution network that enables quick, customized solutions for building owners. Buildings that use our products include distribution centers, automobile dealerships, retail centers, schools, warehouses and manufacturing facilities.

Our building systems group operates at three facilities located in Waterloo, Indiana; Swansea, South Carolina; and Terrell, Texas. This group obtains a significant portion of its steel requirements from our bar and sheet mills. Building systems sales in 2001 were approximately 65,000 tons, a decrease of 17% from the 78,500 tons we sold in 2000 and a decrease of 2% from 66,000 tons in 1999. This group currently has annual capacity of approximately 145,000 tons.

Nucon Steel Group

Our Nucon Steel group manufactures load-bearing light gauge steel framing systems for commercial, industrial and residential construction markets. We began this group with our acquisition of ITEC Steel, Inc., and its wholly owned subsidiary, Steel Truss and Frame Corp, in November 2001. These acquired facilities are located in Dallas, Georgia and Denton, Texas. Nucon Steel specializes in light gauge steel framing systems for the commercial and residential construction markets. As a leader in the emerging load-bearing light gauge steel framing industry, Nucon Steel provides us with an entry into this growing market. We plan to broaden Nucon Steel’s opportunities through geographic expansion and the introduction of new products.

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Facilities

Our principal operating facilities are as follows:

Location	Approximate square footage of facilities	Principal Products
Blytheville-Hickman, Arkansas	3,540,000	Steel shapes, flat-rolled steel
Norfolk-Stanton, Nebraska	2,390,000	Steel shapes, joists, deck
Brigham City-Plymouth, Utah	1,920,000	Steel shapes, joists
Darlington-Florence, South Carolina	1,660,000	Steel shapes, joists, deck
Grapeland-Jewett, Texas	1,510,000	Steel shapes, joists, deck
Crawfordsville, Indiana	1,800,000	Flat-rolled steel
Berkeley, South Carolina	1,940,000	Flat-rolled steel, steel shapes
Decatur, Alabama	670,000	Flat-rolled steel
Auburn-Chemung, New York	950,000	Steel shapes, joists, deck
Hertford County, North Carolina	1,000,000	Steel plate
Birmingham-Fort Payne, Alabama	750,000	Steel shapes, joists, deck
Seattle, Washington	660,000	Steel shapes
Kankakee, Illinois	370,000	Steel shapes
Jackson, Mississippi	340,000	Steel shapes

We have additional operating facilities in St. Joe and Waterloo, Indiana; Terrell, Texas; Dallas, Georgia; and Swansea, South Carolina, all of which are engaged in the manufacture of steel products. The average utilization rate of all of our operating facilities was approximately 88% of production capacity for the first nine months of 2002 (prior to the acquisition of substantially all the assets of Birmingham Steel Corporation in December 2002), and approximately 87% of production capacity for the year ended December 31, 2001. Our average utilization rate may fluctuate considerably based on general economic and industry conditions. In connection with the Birmingham acquisition, we acquired a steel mill in Memphis, Tennessee that we are not currently operating, as well as a distribution center in Fort Lauderdale, Florida.

Environmental Matters

In late 2000, we agreed to a comprehensive consent decree with the EPA and several states that relates to a broad array of alleged past environmental violations at eight of our steel manufacturing mills and six of our Vulcraft facilities. In the course of negotiating the consent decree, we and the EPA actively attempted to identify and resolve every item of potential non-compliance under applicable environmental laws. The consent decree was approved and entered as a court order in July 2001. We paid the agreed upon $9 million civil penalty in July 2001 and have agreed to spend another $4 million in performing supplemental environmental projects under the consent decree. We believe that entering into the consent decree has resolved all significant past liability arising under applicable environmental laws for past events occurring at those facilities. Pursuant to the consent decree, we agreed to investigate and clean up certain areas suspected of contamination, to make substantial investments in operating and environmental equipment over an eight-year period, and to install continuous emissions monitoring systems at each of our mills. The consent decree also involves implementation of a schedule for investigating releases of contaminants and performing environmental cleanups at our mills, and of best management practices for water pollution and waste materials handling. In addition, under the consent decree we agreed to test various pilot technologies intended to reduce nitrogen oxide emissions from a variety of facility sources, including certain air pollution control technologies on our electric arc furnaces and reheat furnaces and at our Vulcraft facilities, and to implement them if successful. We are working with the EPA to test these pilot technologies and implement appropriate methods to reduce these emissions, and are deemed to be in compliance with applicable standards so long as we are proceeding with the testing of these experimental technologies pursuant to the consent decree. We believe that we will have an industry leadership position in developing pilot technologies to satisfy increasingly stringent pollution control standards. In addition, we have found that certain of our pollution control efforts have contributed to identifying and implementing changes in our operations that have enhanced our manufacturing efficiency.

In 2000, we appointed an environmental general manager charged with the task of making our company a leader in environmental issues in our industry. As part of this effort, we are installing an environmental

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management system at each of our steel mills, with a separate environmental manager at each mill reporting directly to the general manager of the facility and to the environmental general manager at our corporate offices.

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OUR EMPLOYEES, OFFICERS AND DIRECTORS

Our Employees

Our success comes from our approximately 10,000 employees. We have a simple, streamlined organizational structure to allow our employees to innovate and make quick decisions. Our management structure is highly decentralized, with most day-to-day operating decisions made by the division general managers and their staff. The organizational structure at a typical division is made up of only three management layers in addition to our hourly employees:

• general manager,

• department manager, and

• supervisor/professional

We believe it is important for all of our employees to work together as a team. For example, the general managers at our facilities hold dinners at least annually with every employee in groups of 25 to 100. These meetings are designed to give employees a chance to discuss issues related to scheduling, equipment, organization and production in a “New England town meeting” format.

Employee relations at our company are based on four clear-cut principles:

• Management is obligated to manage our company in a way so that employees will have the opportunity to earn according to their productivity;

• Employees should be able to feel confident that if they do their jobs properly, they will have a job tomorrow. Since we started in the steel industry in 1968, we have never laid off any of our employees due to a slow down in our business;

• Employees have the right to be treated fairly and must believe that they will be; and

• Employees must have an avenue of appeal when they believe they are being treated unfairly.

By implementing these four basic principles within a simple organizational structure, we have been able to attract and retain highly talented, productive and loyal employees. We believe that our annual employee turnover is low, relative to our industry. None of our employees are represented by labor unions, and there have been no recent efforts by unions to seek to represent our employees. We believe that we have an excellent relationship with our employees, and that this relationship is critical to our continuing success.

Performance-Based Compensation

We provide employees with a performance-related compensation system that rewards goal-oriented individuals. Because of their productivity, we believe that employees working at our mills are on average among the highest paid in the steel industry. All of our employees participate in one of four basic compensation plans, each featuring incentives related to meeting specific goals and targets. In addition, all of our employees up to, but not including vice presidents, participate in our profit-sharing plan.

Production Incentive Plan. Our hourly employees and supervisors are paid weekly bonuses based on the productivity of their work group. The rate is calculated based on the capabilities of the equipment employed, and no bonus is paid if the equipment is not operating. In general, the production incentive bonus can average from 80 to 150 percent of an employee’s base pay.

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Department Manager Incentive Plan. Department managers earn annual incentive bonuses based primarily on their respective division’s return on assets. These bonuses can be as much as 109 percent of a department manager’s base pay.

Professional and Clerical Bonus Plan. This bonus is paid to employees that are not on the production or department manager plan and is based primarily on the division’s return on assets.

Senior Officers Incentive Plan. Our senior officers do not participate in our profit-sharing plan or in any pension plan. Their base salaries are set lower than what we believe executives receive in comparable companies. The remainder of their compensation is based on our profitability, payable to senior officers partly in cash and partly in stock.

In addition to these established bonus plans, we have periodically issued an extraordinary bonus to all employees, except officers, in years of particularly strong performance. For example, in 2000, we paid an $800 extraordinary bonus to each employee, other than our senior officers.

Egalitarian Benefits

We take a more egalitarian approach to providing benefits to our employees. That is, the upper levels of management generally do not enjoy better insurance programs, vacation schedules, or holidays. In fact, certain benefits such as our profit-sharing, scholarship program, employee stock purchase plan, extraordinary bonus, and service awards program are not available to our senior officers. Senior officers do not enjoy perquisites we believe are common at other companies of our size, such as company cars, corporate jets, executive dining rooms, or executive parking places.

Our Board of Directors and Executive Officers

The following table sets forth information for the persons who are members of our board of directors or are our executive officers. The term of office for each executive officer expires after the completion of their three-year term or on the earlier of the appointment and qualification of a successor or that officer’s death, resignation, retirement, removal or disqualification.

Name	Age	Position
Peter C. Browning	61	Non-executive Chairman
Clayton C. Daley, Jr.	51	Director
Daniel R. DiMicco	52	Vice-Chairman, President and Chief Executive Officer
Harvey B. Gantt	60	Director
Victoria F. Haynes	55	Director
James D. Hlavacek	59	Director
Raymond J. Milchovich	53	Director
Thomas A. Waltermire	53	Director
Terry S. Lisenby	51	Chief Financial Officer, Treasurer and Executive Vice President
John J. Ferriola	50	Executive Vice President
Hamilton Lott, Jr.	53	Executive Vice President
D. Michael Parrish	50	Executive Vice President
Joseph A. Rutkowski	47	Executive Vice President

Peter C. Browning—Mr. Browning has been a director of our company since 1999, and his term expires at the 2005 annual meeting. Since March 2002, Mr. Browning has been the Dean of the McColl Graduate School of Business located in Charlotte, North Carolina. From 1998 to 2000, Mr. Browning was the President and Chief Executive Officer, and from 1995 to 1998, the President and Chief Operating Officer, of Sonoco Products Company. Mr. Browning is also a director of Wachovia Corporation, EnPro Industries, Inc., Lowe’s Companies, Inc., The Phoenix Companies, Inc., Sykes Enterprises, Inc. and Acuity Brands, Inc.

Clayton C. Daley, Jr.—Mr. Daley has been a director of our company since 2001 and his term expires at the 2003 annual meeting. Mr. Daley has been the Chief Financial Officer of The Procter & Gamble Company since 1998. He also served The Proctor & Gamble Company from 1994 to 1998 as Vice President and Treasurer.

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Daniel R. DiMicco—Mr. DiMicco has been a director of our company since 2000 and was elected as Vice Chairman in June 2001. Mr. DiMicco’s term as director expires at the 2004 annual meeting. Mr. DiMicco has served as our President and Chief Executive Officer since September 2000. Mr. DiMicco previously served as our Executive Vice President from 1999 to 2000 and Vice President from 1992 to 1999.

Harvey B. Gantt—Mr. Gantt has been a director of our company since 1999 and his term expires at the 2003 annual meeting. Mr. Gantt has been a Principal Partner of Gantt Huberman Architects, an architectural firm, since 1971. In 1983, Mr. Gantt was elected Mayor of Charlotte, North Carolina, and he served for two terms.

Victoria F. Haynes—Ms. Haynes has been a director of our company since 1999 and her term expires at the 2005 annual meeting. Ms. Haynes has been the President and Chief Executive Officer of the Research Triangle Institute since 1999. From 1992 to 1999, Ms. Haynes was the Vice President and Chief Technical Officer of The BF Goodrich Company. Ms. Haynes is also a director of The Lubrizol Corporation.

James D. Hlavacek—Mr. Hlavacek has been a director of our company since 1996. Mr. Hlavacek is the founder and managing director of Market Driven Management and since 1976, is chairman and Chief Executive Officer of the parent company, The Corporate Development Institute, Inc., a global management development and consulting corporation. Mr. Hlavacek’s term as director expires at the 2004 annual meeting.

Raymond J. Milchovich—Mr. Milchovich joined our board of directors in September 2002 and his term expires at the 2004 annual meeting. Mr. Milchovich has been the Chairman, President and Chief Executive Officer of Foster Wheeler Ltd. since late 2001. From 1980 to 2001, Mr. Milchovich held several positions at Kaiser Aluminum & Chemical Corporation. He served as Chairman, President and Chief Executive Officer of Kaiser Aluminum in 2001, President and Chief Executive Officer from 1999 to 2001, and President and Chief Operating Officer from 1997 to 1999.

Thomas A. Waltermire—Mr. Waltermire joined our board of directors in February 2003 and his term expires at the 2005 annual meeting. Mr. Waltermire has been the Chairman and Chief Executive Officer of PolyOne Corporation since 2000 and was Chairman and Chief Executive Officer of The Geon Company, a predecessor of PolyOne, beginning in 1999. From 1993 to 1999, Mr. Waltermire held several positions with the Geon Company.

Terry S. Lisenby—Mr. Lisenby has been Chief Financial Officer, Treasurer and Executive Vice President since January 2000. Mr. Lisenby previously served as our Vice President and Corporate Controller from 1991 to 1999. Mr. Lisenby began his career with us as Corporate Controller in 1985.

John J. Ferriola—Mr. Ferriola has been an Executive Vice President of our company since January 2002 and a Vice President from 1996 to 2001. He was General Manager of Nucor Steel, Crawfordsville, Indiana from 1998 to 2001; General Manager of Nucor Steel, Norfolk, Nebraska from 1995 to 1998; General Manager of Vulcraft, Grapeland, Texas in 1995; and Manager of Maintenance and Engineering at Nucor Steel, Jewett, Texas from 1992 to 1995.

Hamilton Lott, Jr.—Mr. Lott has been an Executive Vice President of our company since September 1999 and a Vice President from 1988 to 1999. He was General Manager of Vulcraft, Florence, South Carolina from 1993 to 1999; General Manager Vulcraft, Grapeland, Texas from 1987 to 1993; Sales Manager of Vulcraft, St. Joe, Indiana from January 1987 to May 1987 and Engineering Manager there from 1982 to 1986. Mr. Lott began his career with Nucor as Design Engineer at Vulcraft, Florence, South Carolina in 1975.

D. Michael Parrish—Mr. Parrish has been an Executive Vice President of our company since November 1998 and a Vice President from 1990 to 1998. He was General Manager of Nucor Steel, Hickman, Arkansas from 1995 to 1998; General Manager of Nucor Steel, Jewett, Texas from 1991 to 1995; General Manager of Vulcraft, Brigham City, Utah from 1989 to 1991; Production Manager of Vulcraft, Fort Payne, Alabama from 1986 to 1989; Engineering Manager of Vulcraft, Brigham City, Utah from 1981 to 1986; and Engineer at Vulcraft, Saint Joe, Indiana from 1975 to 1981.

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Joseph A. Rutkowski—Mr. Rutkowski has been an Executive Vice President of our company since November 1998 and a Vice President from 1993 to 1998. He was General Manager of Nucor Steel, Hertford, North Carolina, from August 1998 to November 1998; General Manager of Nucor Steel, Darlington, South Carolina from 1992 to 1998; Manager of Melting and Casting of Nucor Steel, Plymouth, Utah from 1991 to 1992; and Manager of Nucor Cold Finish, Norfolk, Nebraska from 1989 to 1991.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables give information concerning the beneficial ownership of our common stock by all directors and senior officers (including all directors and officers as a group), as well as the identity of the owners of more than five percent of our outstanding common stock. The named senior officers include the chief executive officer and our other four highest-compensated senior officers whose cash compensation exceeded $100,000 for 2001. “Beneficial ownership” is determined in accordance with the rules of the SEC.

	Common Stock Beneficially Owned as of December 31, 2002
Beneficial Owner	Sole Voting and Investment Power	Shared Voting and Investment Power	Shares Subject to Options	Number of Shares	Percent Owned
State Farm Mutual Automobile Insurance Company (1)	7,500,384	—	—	7,500,384	9.59	%
Peter C. Browning	1,455	—	2,423	3,878	—
Clayton C. Daley, Jr.	500	—	757	1,257	—
Daniel R. DiMicco	26,116	—	31,803	57,919	0.07	%
Harvey B. Gantt	800	—	1,615	2,415	—
Victoria F. Haynes	767	—	1,615	2,382	—
James D. Hlavacek	1,100	200	1,615	2,915	—
Terry S. Lisenby	19,496	—	14,854	34,350	0.04	%
Hamilton Lott, Jr.	19,354	—	23,776	43,130	0.06	%
Raymond J. Milchovich	—	—	—	—	—
D. Michael Parrish	21,554	—	24,568	46,122	0.06	%
Joseph A. Rutkowski	21,598	170	21,803	43,571	0.06	%
All directors and senior officers as a group (31 persons)	425,917	20,945	411,481	858,343	1.10	%

(1) Based on a Schedule 13G/A filed with the SEC on January 29, 2003.

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INDEBTEDNESS

The following table sets forth our consolidated indebtedness as of September 28, 2002 on (i) a historical basis, and (ii) on a pro forma as adjusted basis to reflect the initial sale of the old notes, as if that transaction had occurred on September 28, 2002.

	September 28, 2002
	Actual		Pro forma as adjusted
Long-term debt (including current maturities):
Industrial revenue bonds, 1.73% to 2.475%, variable, due from 2014 to 2033	$	292,300,000	$	292,300,000
Industrial revenue bonds, 5.75% to 8%, fixed, due from 2003 to 2023 (1)		77,250,000		77,250,000
Notes, 6%, due in 2009		175,000,000		175,000,000
Notes, 4.875%, due in 2012 (2)		—		350,000,000
Revolving credit facilities (3)		—		—
Total indebtedness	$	544,550,000	$	894,550,000

(1) In January 2003, approximately $45 million aggregate principal amount of new variable rate industrial revenue bonds were issued to refund some of these fixed rate bonds. In connection with the refunding, the maturities on some of those bonds were extended by up to 12 years. In addition, $16 million of the aggregate principal amount included in this table under “Long-term debt (including current maturities)” was called for redemption in late November 2002, and as a result will be reflected as current debt for the period ending December 31, 2002. On January 14, 2003, we redeemed those bonds for 102% of their aggregate principal amount plus all unpaid interest thereon, which accrued at 6.375% per annum. The total redemption price of $16.4 million was paid by us, as the conduit borrower under those bonds, to The Bank of New York, as trustee, and paid by the trustee to those bondholders. See the section below entitled “Description of Material Indebtedness—Industrial Revenue Bonds”.

(2) Does not include original issue discount on the old notes.

(3) On October 4, 2002, we entered into a new revolving credit facility which replaced our old $248 million credit facilities and provides for up to $425 million in revolving loans. No borrowings were outstanding under our old credit facilities as of the date they were replaced, and no borrowings were outstanding under our new credit facility as of the date of this prospectus.

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DESCRIPTION OF MATERIAL INDEBTEDNESS

New Revolving Credit Facility

On October 4, 2002, we entered into an unsecured revolving credit facility that provides for up to $425 million in revolving loans. Wachovia Securities, Inc. and Banc of America Securities LLC, initial purchasers of the old notes, served as co-lead arrangers and joint book managers for this new facility. Wachovia Bank, National Association, an affiliate of Wachovia Securities, Inc. acts as administrative agent for the credit facility. This credit facility consists of (i) a $125 million 364-day revolver with an option to permit us to convert amounts outstanding under this facility to a one-year term loan, and (ii) a $300 million five-year multi-currency revolver, a portion of which is available for the issuance of letters of credit and foreign currency borrowings. Borrowings under this credit facility bear interest at a base rate or LIBOR plus an applicable spread to be determined by reference to our senior unsecured debt ratings by Standard & Poor’s Ratings Services and Moody’s Investors Service. This credit facility includes customary financial and other covenants, including a limit on the ratio of funded debt to total capitalization of 50% and a limit on our ability to pledge our and our subsidiaries’ assets. The credit facility also contains customary events of default.

Our new credit facility replaced our old credit facilities, which included a group of banks and provided for an aggregate of up to $248 million of unsecured revolving loans that were scheduled to expire from 2003 through 2007. No borrowings were outstanding under our old credit facilities as of the date they were replaced, and no borrowings were outstanding under our new credit facility as of the date of this prospectus.

It is currently contemplated that we will update our commercial paper program in the near future, increasing its size in relation to our new $425 million revolving credit facility.

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Industrial Revenue Bonds

We are the ultimate borrower of funds from various outstanding tax incentive financing and pollution control, industrial revenue, private activity or similar bonds, which we refer to generally as “industrial revenue bonds”. The industrial revenue bonds were issued to facilitate financing of the construction of or improvements to our steel mills. Because interest on industrial revenue bonds is generally exempt from federal income taxation, use of industrial revenue bonds has allowed us to borrow money at a lower rate than if we issued ordinary corporate debt. As of September 28, 2002, the outstanding amount of our indebtedness related to industrial revenue bonds was approximately $370 million. Indebtedness under our industrial revenue bonds is secured.

We currently have outstanding numerous industrial revenue bonds with variable interest rates and fixed interest rates ranging from 5.75% to 8.00%, and with maturities through 2033. The following table summarizes the maturity schedule of our outstanding industrial revenue bonds, including industrial revenue bonds that we assumed in connection with the acquisition of substantially all of the assets of Trico Steel, which we completed on July 22, 2002 for a purchase price of $117.7 million.

Year	Aggregate principal amount of variable rate industrial revenue bonds maturing		Aggregate principal amount of fixed rate industrial revenue bonds maturing (1)		Total aggregate principal amount of industrial revenue bonds maturing
2003		—	$	16,000,000	$	16,000,000
2004		—		—		—
2005		—		—		—
2006		—		1,250,000		1,250,000
2007		—		—		—
2008		—		—		—
2009		—		5,400,000		5,400,000
2010		—		—		—
2011		—		—		—
2012		—		—		—
2013		—		—		—
2014	$	3,300,000		—		3,300,000
2015		—		—		—
2016		—		—		—
2017		—		3,000,000		3,000,000
2018		—		—		—
2019		—		—		—
2020		—		—		—
2021		—		34,400,000		34,400,000
2022		—		1,000,000		1,000,000
2023		—		16,200,000		16,200,000
2024		—		—		—
2025		—		—		—
2026		46,500,000		—		46,500,000
2027		61,000,000		—		61,000,000
2028		46,500,000		—		46,500,000
2029		25,000,000		—		25,000,000
2030		15,000,000		—		15,000,000
2031		25,000,000		—		25,000,000
2032		—		—		—
2033		70,000,000		—		70,000,000
Total	$	292,300,000	$	77,250,000	$	369,550,000

(1) In January 2003, new variable rate industrial revenue bonds were issued in like principal amounts to refund some of the fixed rate bonds set forth above. In connection with the refunding, the maturities on some of those bonds were extended by up to 12 years. The amount of those bonds was approximately 10% of the total aggregate

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principal amount of industrial revenue bonds reflected above. In addition, some of the industrial revenue bonds set forth above were redeemed and extinguished prior to their maturities. The amount of those bonds was approximately 4% of the total aggregate principal amount of industrial revenue bonds reflected above. We expect that the near-term effect of the issuance of variable rate refunding bonds will be to reduce the amount of interest paid on the bonds.

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6% Notes Due 2009

On January 12, 1999, we issued $175 million in aggregate principal amount of unsecured notes, which bear interest at a rate of 6% per annum, payable semi-annually in January and July of each year. The notes mature on January 1, 2009. At December 31, 2001, the aggregate outstanding principal balance under the notes was $175 million. We may prepay the notes, in whole or in part, at a redemption price equal to the greater of (i) the principal amount of the notes being prepaid or (ii) the sum of the present values of the remaining scheduled payments of principal and interest discounted to the redemption date in accordance with the agreement governing the notes, plus, in each case, accrued and unpaid interest to the date of prepayment. The agreement governing the notes subjects us to customary financial and other covenants and contains customary events of default.

On October 24, 2002, we entered into an interest rate swap agreement that effectively converts those notes from a fixed rate obligation to a variable rate obligation. The interest rate swap agreement has a notional amount of $175 million under which we pay a variable rate of interest and receive a fixed rate of interest over the term of the agreement without the exchange of the underlying notional amounts. The variable interest rate is the six month LIBOR rate in arrears plus 1.495%.

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THIS EXC HANGE OFFER

Purpose and Effect of this Exchange Offer

The new notes to be issued in this exchange offer will be exchanged for the old notes that we issued on October 1, 2002. At that time, we issued $350 million of 4.875% notes due 2012. We issued the old notes in reliance upon an exemption from the registration requirements of the Securities Act. Concurrently, the initial purchasers of the old notes resold the old notes to investors believed to be “qualified institutional buyers” in reliance upon the exemption from registration provided by Rule 144A under the Securities Act and to non-U.S. persons in offshore transactions in reliance upon the exemption provided by Rule 903 or 904 under Regulation S of the Securities Act.

In connection with the issuance of the old notes, we entered into an exchange and registration rights agreement with the initial purchasers pursuant to which we agreed:

• to file with the SEC, on or prior to December 30, 2002, a registration statement under the Securities Act relating to the issuance of the new notes in an exchange offer and, upon the effectiveness of the registration statement, offer to you the opportunity to exchange your old notes for a like principal amount of registered notes that will be issued without a restrictive legend and, except as set forth below, generally may be reoffered and resold by you without registration under the Securities Act;

• to use our reasonable best efforts to cause that registration statement to become effective under the Securities Act not later than March 30, 2003; and

• to issue and exchange the new notes for all old notes validly tendered and not validly withdrawn prior to the expiration of the exchange offer.

We have filed a copy of the exchange and registration rights agreement as an exhibit to the registration statement of which this prospectus is a part.

Based on interpretations by the staff of the SEC, as set forth in no-action letters issued to third parties, we believe that the new notes issued pursuant to this exchange offer may be offered for resale, resold or otherwise transferred by a holder under United States federal securities laws without compliance with the registration and prospectus delivery requirements of the Securities Act, provided that:

• the holder is acquiring the new notes in the ordinary course of business for investment purposes;

• the holder is not engaged in, does not intend to engage in and has no arrangement or understanding with any person to participate in the distribution of the new notes (within the meaning of the Securities Act);

• the holder is not a broker-dealer who purchased the old notes directly from us for resale pursuant to Rule 144A or any other available exemption under the Securities Act; and

• the holder is not an “affiliate” of ours as defined in Rule 405 under the Securities Act.

If you wish to participate in this exchange offer, you must represent to us in the letter of transmittal or through the DTC’s Automated Tender Offer Program, or ATOP, that the conditions above have been met. However, we do not intend to request the SEC to consider, and the SEC has not considered, this exchange offer in the context of a no-action letter, and we cannot assure you that the staff of the SEC would make a similar determination with respect to this exchange offer. Therefore, if you transfer any new note delivered to you in this exchange offer without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from registration of your new notes from such requirements, you may incur liability under the Securities Act. We do not assume this liability or indemnify you against this liability, but we do not believe this liability would exist if the above conditions are met.

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If any holder is an affiliate of ours, or is engaged in or intends to engage in or has any arrangement or understanding with respect to the distribution of the new notes to be acquired pursuant to the exchange offer, that holder:

• will not be able to rely on the applicable interpretations of the staff of the SEC;

• will not be able to tender the old notes in this exchange offer; and

• must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the new notes unless that sale or transfer is made pursuant to an exemption from those requirements.

Each broker-dealer that receives new notes for its own account in exchange for old notes, where the old notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. See “Plan of Distribution”.

Except as described above, this prospectus may not be used for an offer to resell, a resale or other transfer of new notes.

This exchange offer is not being made to, nor will we accept tenders for exchange from, holders of old notes in any jurisdiction in which the exchange offer or the acceptance of it would not be in compliance with the securities or blue sky laws of that jurisdiction.

If you (i) will not, under applicable law, receive freely tradeable registered notes in the exchange offer, (ii) are not eligible to participate in the exchange offer, (iii) may not sell the registered notes to the public without delivering a prospectus and this prospectus is not appropriate or available for such resales, or (iv) are a broker-dealer that holds old notes that are a part of an unsold allotment from the original sale of the old notes, you can elect, by indicating on the letter of transmittal and providing certain additional necessary information, to have your old notes registered in a “shelf” registration statement on an appropriate form pursuant to Rule 415 under the Securities Act. If we are obligated to file a shelf registration statement, we will be required to keep the shelf registration statement effective until the earliest of (a) two years from the effective time of that registration statement or (b) the date on which all the notes registered under the shelf registration statement are disposed in accordance with the shelf registration statement. Other than as set forth in this paragraph, you will not have the right to require us to register your old notes under the Securities Act. See “—Procedures for Tendering” below.

We will, in the event a shelf registration statement is filed, among other things, provide to each holder for whom the shelf registration statement was filed copies of the prospectus which is a part of the shelf registration statement, notify each of those holders when the shelf registration statement has become effective and take certain other actions as are required to permit unrestricted resales of the notes. A holder selling notes pursuant to the shelf registration statement generally would be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to some of the civil liability provisions under the Securities Act in connection with those sales and will be bound by the provisions of the registration rights agreement which are applicable to that holder (including certain indemnification obligations).

Under the registration rights agreement we will pay additional cash interest on the applicable notes, subject to some exceptions:

(1) if the exchange offer registration statement is not declared effective by the SEC on or prior to the 180th day after the date the notes were issued,

(2) if the exchange offer is not consummated on or before the 225th day after the date the notes are issued,

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(3) if obligated to file the shelf registration statement, we fail to file the shelf registration statement with the SEC on or prior to the 30th day after the filing obligation arises,

(4) if obligated to file the shelf registration statement, the shelf registration statement is not declared effective on or prior to the 120th day after the obligation to file the shelf registration statement arises, or

(5) after the exchange offer registration statement or the shelf registration statement, as the case may be, is effective, that registration statement ceases to be effective or usable (subject to some exceptions);

(each of the events referred to in clauses (1) through (5) above is referred to as a “Registration Default”) from and including the date on which the Registration Default occurs to but excluding the date on which all Registration Defaults have been cured.

Additional interest will accrue at a rate of 0.25% per annum thereafter, which will increase to a rate of 0.50% per annum if the Registration Default is not cured within 90 days, until the applicable Registration Default has been cured. In the event that we cure the Registration Default, liquidated damages will no longer accrue and, therefore, the interest rate on the notes will revert to its original level. The additional interest will be in addition to any other interest payable from time to time with respect to the notes.

Terms of the Exchange

Upon the terms and subject to the conditions of this exchange offer, we will accept any and all old notes validly tendered prior to 5:00 p.m., New York City time, on the expiration date. The date of acceptance for exchange of the old notes, and completion of the exchange offer, is the exchange date, which will be the first business day following the expiration date (unless extended as described in this document). We will issue, on or promptly after the exchange date, an aggregate principal amount of up to $350 million of 4.875% notes due 2012 for a like principal amount of old notes tendered and accepted in connection with this exchange offer. The new notes issued in connection with this exchange offer will be delivered on the earliest practicable date following the exchange date. Holders may tender some or all of their old notes in connection with this exchange offer but only in $1,000 increments of principal amount.

The terms of the new notes are identical in all material respects to the terms of the old notes, except that the new notes have been registered under the Securities Act and are issued generally free from any transfer restrictions or any covenant regarding registration. The new notes will evidence the same debt as the old notes and will be issued under the same indenture and be entitled to the same benefits under that indenture as the old notes being exchanged. As of the date of this prospectus, $350 million in aggregate principal amount of the old 4.875% notes due 2012 is outstanding.

In connection with the issuance of the old notes, we arranged for the old notes originally purchased by qualified institutional buyers and any old notes sold in reliance on Regulation S under the Securities Act to be issued and transferable in book-entry form through the facilities of The Depository Trust Company, or DTC, acting as depositary. Except as described under “Description of Notes-Exchange of Interests in Global Notes for Certificated Notes”, the new notes will be issued in the form of one or more global notes registered in the name of DTC or its nominee and each beneficial owner’s interest in the global notes will be transferable in book-entry form through DTC. See “Description of the Notes-Exchange of Interests in Global Notes for Certificated Notes”.

Holders of old notes do not have any appraisal or dissenters’ rights in connection with this exchange offer. Old notes that are tendered but not accepted in connection with this exchange offer will remain outstanding and be entitled to the benefits of the indenture under which they were issued. However, some registration and other rights under the exchange and registration rights agreement will terminate, and holders of the old notes generally will not be entitled to any registration rights under the exchange and registration rights agreement, subject to limited exceptions.

We will be considered to have accepted validly tendered old notes if and when we have given written notice to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the new notes from us.

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If any tendered old notes are not accepted for exchange because of an invalid tender, the occurrence of certain other events described in this prospectus or otherwise, we will return the old notes, without expense, to the tendering holder as promptly as possible after the expiration date.

Holders who tender old notes will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes on the exchange of old notes in connection with this exchange offer. We will pay all charges and expenses, other than certain applicable taxes described below, in connection with this exchange offer. See “—Fees and Expenses” below.

Expiration Date; Extensions; Amendments

The expiration date for this exchange offer is 5:00 p.m., New York City time, on , 2003, unless extended by us, in our sole discretion, in which case the term “expiration date” for the exchange offer shall mean the latest date and time to which the exchange offer is extended.

We reserve the right, in our sole discretion:

• to delay accepting any old notes;

• to extend this exchange offer;

• to amend the terms of this exchange offer in any manner; and

• to terminate this exchange offer.

If we amend this exchange offer in a manner that we consider material, we will disclose the amendment by means of a prospectus supplement, and we will extend this exchange offer for a period of five to ten business days.

If we determine to make a public announcement of any delay, extension, amendment or termination of this exchange offer, we will do so by making a timely press release or other public announcement.

Interest on the New Notes

Interest on the new notes will accrue at the rate of 4.875% per annum from the most recent date to which interest on the old notes has been paid or, if no interest has been paid, from the date of the issuance of the old notes. Interest will be payable semiannually in arrears on April 1 and October 1, commencing on April 1, 2003. Holders whose old notes are accepted for exchange will be deemed to have waived the right to receive any interest accrued on the old notes.

Conditions to this Exchange Offer

Despite any other term of this exchange offer, we will not be required to exchange any old notes and may terminate this exchange offer as provided in this prospectus before the acceptance of the old notes, if:

• any action or proceeding is instituted or threatened in any court or by or before any governmental agency relating to this exchange offer that, in our reasonable judgment, might materially impair our ability to proceed with this exchange offer or materially impair the contemplated benefits of this exchange offer to us, or any material adverse development has occurred in any existing action or proceeding relating to us or any of our subsidiaries;

• any change, or any development involving a prospective change, in our business or financial affairs or those of any of our subsidiaries has occurred that, in our reasonable judgment, might materially impair our ability to proceed with this exchange offer or materially impair the contemplated benefits of this exchange offer to us;

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• any law, statute, rule or regulation is proposed, adopted or enacted, that in our reasonable judgment might materially impair our ability to proceed with this exchange offer or materially impair the contemplated benefits of this exchange offer to us;

• any governmental approval has not been obtained, which approval we, in our reasonable discretion, consider necessary for the completion of this exchange offer as contemplated by this prospectus; or

• the exchange offer violates any applicable law or any applicable interpretation of the staff of the SEC.

The conditions listed above are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any of these conditions, subject to applicable law. We may waive these conditions in our sole discretion, in whole or in part, at any time and from time to time. If we waive a condition, we may be required in order to comply with applicable securities laws to extend the expiration date of the exchange offer. The failure by us at any time to exercise any of the above rights shall not be considered a waiver of these rights, and these rights shall be considered ongoing rights that may be asserted at any time and from time to time.

In addition, we will not accept for exchange any old notes tendered, and no registered notes will be issued in exchange for any of those old notes, if at the time the old notes are tendered any stop order is threatened by the SEC or in effect with respect to the registration statement of which this prospectus is a part or the qualification of the indenture under the Trust Indenture Act.

The exchange offer is not conditioned on any minimum principal amount of old notes being tendered for exchange.

If we determine in our reasonable discretion that any of the conditions are not satisfied with respect to tenders of old notes, we may:

• refuse to accept any old notes and return all tendered old notes to the tendering holders;

• extend this exchange offer and retain all old notes tendered before the expiration of this exchange offer, subject, however, to the rights of holders to withdraw those old notes (See “—Withdrawal of Tenders” below); or

• waive unsatisfied conditions relating to the exchange offer and accept all properly tendered old notes which have not been withdrawn.

Procedures for Tendering

The old notes were issued as global securities in fully registered form without interest coupons. Beneficial interests in the global securities, held by direct or indirect participants in DTC, are shown on, and transfers of these interests are effected only through, records maintained in book-entry form by DTC with respect to its participants.

Unless the tender is made in book-entry form, to tender old notes in this exchange offer, a holder must:

• complete, sign and date the appropriate letter of transmittal, or a facsimile of it;

• have the signatures guaranteed if required by the relevant letter of transmittal; and

• mail or otherwise deliver the letter of transmittal or the facsimile, the old notes and any other required documents to the exchange agent prior to 5:00 p.m., New York City time, on the expiration date.

The blue letter of transmittal must be used to tender old notes.

Any institution that is a participant in DTC’s Book-Entry Transfer Facility system may make book-entry delivery of the old notes through DTC’s ATOP. ATOP enables a custodial entity, and the beneficial owner on

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whose behalf the custodial entity is acting, to electronically agree to be bound by the letter of transmittal. A letter of transmittal need not accompany tenders offered through ATOP.

The tender by a holder of old notes will constitute an agreement between us and the holder in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal.

The method of delivery of old notes and the letter of transmittal and all other required documents to the exchange agent is at the election and risk of the holders. Instead of delivery by mail, we recommend that holders use an overnight or hand delivery service. In all cases, holders should allow sufficient time to assure delivery to the exchange agent before the expiration date. No letter of transmittal or old notes should be sent to us. Holders may request their brokers, dealers, commercial banks, trust companies or nominees to effect the tenders for them.

Any beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender its old notes should contact the registered holder promptly and instruct the registered holder to tender on behalf of the beneficial owner. If the beneficial owner wishes to tender on that owner’s own behalf, the owner must, prior to completing and executing the appropriate letter of transmittal and delivery of the owner’s old notes, either make appropriate arrangements to register ownership of the old notes in the owner’s name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take a considerable period of time.

Signatures on a letter of transmittal or a notice of withdrawal must be guaranteed by an eligible guarantor institution as defined in Rule 17A(d)-15 under the Securities Exchange Act of 1934, as amended, unless the old notes are tendered:

• by a registered holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

• for the account of an “eligible guarantor institution”.

If the letter of transmittal is signed by a person other than the registered holder of the old notes, the old notes must be endorsed by the registered holder or accompanied by a properly completed bond power, in each case signed or endorsed in blank by the registered holder.

If the letter of transmittal or any old notes or bond powers are signed or endorsed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, these persons should so indicate when signing and, unless the requirement is waived by us, submit evidence satisfactory to us of their authority to act in that capacity with the letter of transmittal.

We will determine all questions as to the validity, form, eligibility (including time of receipt) and acceptance and withdrawal of tendered old notes in our sole discretion. This determination will be final and binding. We reserve the absolute right to reject any and all old notes not properly tendered or any old notes whose acceptance by us would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to any particular old notes either before or after the expiration date. Our interpretation of the terms and conditions of this exchange offer (including the instructions in the letter of transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes must be cured within a time period determined by us.

Although we intend to request the exchange agent to notify holders of defects or irregularities relating to tenders of old notes, none of we, the exchange agent nor any other person has any duty to give this notice or will incur any liability for failure to give this notice. Tenders of old notes will not be considered to have been made until such defects or irregularities have been cured or waived. Any old notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the exchange agent to the tendering holders, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date.

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In addition, we reserve the right to:

• purchase or make offers for, or offer registered notes for, any old notes that remain outstanding subsequent to the expiration of the exchange offer;

• in our sole discretion as set forth above under the caption “- Conditions to this Exchange Offer”, terminate the exchange offer; and

• to the extent permitted by applicable law, purchase notes in the open market, in privately negotiated transactions or otherwise.

The terms of any of these purchases or offers could differ from the terms of the exchange offer.

By tendering old notes, each holder represents to us, among other things, that:

• the new notes acquired in the exchange offer are being obtained in the ordinary course of business for investment purposes of the person receiving the new notes, whether or not such person is the holder;

• neither the holder nor any such other person has an arrangement or understanding with any person to participate in the distribution of the new notes; and

• neither the holder nor any other such person is our “affiliate” as defined in Rule 405 under the Securities Act.

If the holder is a broker-dealer that will receive new notes for its own account in exchange for old notes, it will acknowledge that it acquired the old notes as the result of market-making activities or other trading activities and it will deliver a prospectus in connection with any resale of the new notes. See “Plan of Distribution”.

Guaranteed Delivery Procedures

A holder who wishes to tender its old notes and:

• whose old notes are not immediately available;

• who cannot deliver the holder’s old notes, the letter of transmittal or any other required documents to the exchange agent prior to the expiration date; or

• who cannot complete the procedures for book-entry transfer before the expiration date may effect a tender if:

• the tender is made through an eligible guarantor institution;

• before the expiration date, the exchange agent receives from the eligible guarantor institution:

(1) a properly completed and duly executed notice of guaranteed delivery by facsimile transmission, mail or hand delivery,

(2) the name and address of the holder, and

(3) the certificate number(s) of the old notes and the principal amount of old notes tendered, stating that the tender is being made and guaranteeing that, within three New York Stock Exchange trading days after the expiration date, the appropriate letter of transmittal and the certificates representing the old notes (or a confirmation of book-entry transfer), and any other documents required by the letter of transmittal will be deposited by the eligible guarantor institution with the exchange agent; and

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• the exchange agent receives, within three New York Stock Exchange trading days after the expiration date, a properly completed and executed letter of transmittal or facsimile, as well as the certificate(s) representing all tendered old notes in proper form for transfer or a confirmation of book-entry transfer, and all other documents required by the letter of transmittal.

Withdrawal of Tenders

Except as otherwise provided in this prospectus, tenders of old notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.

To withdraw a tender of old notes, a written or facsimile transmission notice of withdrawal must be received by the exchange agent at its address set forth herein prior to 5:00 p.m., New York City time, on the expiration date. Any notice of withdrawal must:

• specify the name of the person who deposited the old notes to be withdrawn;

• identify the old notes to be withdrawn, including the certificate number or numbers and principal amount of the old notes;

• be signed by the depositor in the same manner as the original signature on the letter of transmittal by which the old notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee register the transfer of the old notes into the name of the person withdrawing the tender; and

• specify the name in which any old notes are to be registered, if different from that of the depositor.

We will determine all questions as to the validity, form and eligibility (including time of receipt) of withdrawal notices. Any old notes so withdrawn will be considered not to have been validly tendered for purposes of the exchange offer, and no new notes will be issued in exchange for these old notes unless the old notes withdrawn are validly re-tendered. Any old notes that have been tendered but are not accepted for exchange or are withdrawn will be returned to the holder without cost to such holder as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn old notes may be re-tendered by following one of the procedures described above under the caption “—Procedures for Tendering” at any time prior to the expiration date.

Exchange Agent

The Bank of New York has been appointed as exchange agent in connection with this exchange offer. Questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal should be directed to the exchange agent, at its offices at The Bank of New York, Corporate Trust Operations, Reorganization Unit, 101 Barclay Street -7 East, New York, NY 10286, Attention: Kin Lau. The exchange agent’s telephone number is (212) 815-3750 and facsimile number is (212) 298-1915.

Fees and Expenses

We will not make any payment to brokers, dealers or others soliciting acceptances of this exchange offer. We will pay some other expenses to be incurred in connection with this exchange offer, including the fees and expenses of the exchange agent as well as accounting and legal fees.

Holders who tender their old notes for exchange will not be obligated to pay transfer taxes. If, however:

• new notes and/or substitute old notes not exchanged are to be delivered to, or issued in the name of, any person other than the registered holder of the old notes tendered;

• tendered old notes are registered in the name of any person other than the person signing the letter of transmittal; or

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• a transfer tax is imposed for any reason other than the exchange of old notes in connection with this exchange offer,

then the amount of any transfer taxes, whether imposed on the registered holder or any other persons, will be payable by the tendering holder. If satisfactory evidence of payment of these taxes or exemption from them is not submitted with the letter of transmittal, the amount of these transfer taxes will be billed directly to the tendering holder.

Accounting Treatment

The new notes will be recorded at the same carrying value as the old notes as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes upon the completion of this exchange offer.

Consequences of Failing to Properly Tender Old Notes in the Exchange Offer

Issuance of the new notes in exchange for the old notes under this exchange offer will be made only after timely receipt by the exchange agent of the old notes, a properly completed and duly executed letter of transmittal and all other required documents. Therefore, holders desiring to tender old notes in exchange for new notes should allow sufficient time to ensure timely delivery. We are under no duty to give notification of defects or irregularities to tenders of old notes. Old notes that are not tendered or that are tendered but not accepted by us will, following completion of this exchange offer, continue to be subject to the existing restrictions upon transfer under the Securities Act, and, upon completion of this exchange offer, certain registration rights under the exchange and registration rights agreement will terminate.

In the event the exchange offer is completed, we generally will not be required to register the remaining old notes, subject to limited exceptions. Remaining old notes will continue to be subject to the following restrictions on transfer:

• the remaining old notes may be resold only if registered pursuant to the Securities Act, if any exemption from registration is available, or if neither registration nor an exemption is required by law, and

• the remaining old notes will bear a legend restricting transfer in the absence of registration or an exemption.

We do not plan to register the remaining old notes under the Securities Act. To the extent that old notes are tendered and accepted in connection with this exchange offer, any trading market for remaining old notes could be adversely affected.

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DESCRIPTION OF NOTES

The new notes are to be issued under an indenture, dated as of January 12, 1999, between us and The Bank of New York, as trustee, as modified or supplemented by a supplemental indenture, dated as of October 1, 2002 between us and the trustee. The form and terms of the new notes will be identical in all material respects to the form and terms of the old notes, except that:

• the new notes will bear a different CUSIP number from the old notes;

• the issuance of the new notes will be registered under the Securities Act and accordingly, the new notes will not bear legends restricting their transfer; and

• holders of the new notes will not be entitled to certain rights of holders of old notes under the exchange and registration rights agreement, including the provisions of that agreement which provide for an increase in the interest rate of the old notes in some circumstances relating to the timing of this exchange offer, which rights will terminate when this exchange offer is consummated.

The new notes will evidence the same debt as the old notes. Upon issuance of the new notes, the indenture will be subject to and governed by the Trust Indenture Act of 1939, as amended.

The following summary of certain provisions of the indenture does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the indenture, including the definitions therein of certain terms. A copy of the indenture is available upon request.

General

The new notes will represent a series of debt securities to be issued under the indenture and will be governed by all of the applicable terms and covenants contained in the indenture. The indenture does not limit the aggregate principal amount of debt securities (referred to as the “debt securities”) which may be issued thereunder.

After issuance of the new notes, we may reopen this series of notes and issue additional notes from the series of notes issued in connection with this exchange offer by board resolution without your consent and without notifying you. Any such additional notes will have the same ranking, interest rate, maturity date, redemption rights and other terms as the applicable series of notes issued pursuant to this prospectus. Any such additional notes, together with the applicable series of notes offered by this prospectus, will be consolidated with and constitute a single series of debt securities under the indenture.

The new notes will mature on October 1, 2012, unless redeemed prior to that date, as described below under “—Optional Redemption”. Interest on the new notes will accrue from the issue date at a rate equal to 4.875% per year and will be computed on the basis of a 360-day year of twelve 30-day months. We will pay interest on the new notes semiannually in arrears on April 1 and October 1 of each year, beginning on April 1, 2003, to the registered holders of the new notes on the preceding March 15 and September 15, respectively.

Principal of and premium, if any, and interest on the new notes initially will be payable, subject with respect to global notes to compliance with DTC’s customary procedures, by wire transfer of immediately available funds to the accounts specified by the registered holder of the new notes or, if no account is specified, by mailing a check to each such holder’s registered address. The new notes will be exchangeable and transfers of the new notes will be registrable, subject to the limitations provided in the indenture, at the principal corporate trust office of the trustee in New York, New York.

If any interest payment date, stated maturity date or earlier redemption date falls on a Saturday, a Sunday, or a day on which banking institutions are authorized by law to close, then the required payment of principal of and premium, if any, and interest may be made on the next succeeding day not a Saturday, a Sunday or a day on which banking institutions are authorized by law to close, as if it were made on the date payment was due, and no interest

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will accrue on the amount so payable for the period from and after that interest payment date, the stated maturity date or earlier redemption date, as the case may be.

After the completion of this exchange offer, the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) will apply to the indenture. Please refer to the Trust Indenture Act for additional terms and definitions that will apply to the indenture at that time.

The new notes will not have the benefit of a sinking fund.

The covenants in the indenture may not protect you from a decline in our credit quality due to highly leveraged or other transactions in which we may engage.

We do not intend to apply for the listing or quotation of the new notes on any securities exchange or trading market.

Ranking

The new notes will be our senior unsecured obligations. Payment of the principal and interest on the new notes will rank equally with all of our other unsecured and unsubordinated debt outstanding from time to time. The new notes will be subordinated to any secured indebtedness of ours to the extent of any such security. After giving effect to the sale of the old notes, as of September 28, 2002, we would have had approximately $895 million of total consolidated indebtedness and a percentage of indebtedness to total capital (which includes our long-term indebtedness, minority interests and stockholders’ equity) of approximately 26%. That amount includes approximately $175 million aggregate principal amount of our unsecured 6% notes due 2009 and $370 million aggregate principal amount of secured indebtedness under our industrial revenue bonds, which includes $86 million aggregate principal amount of industrial revenue bonds we assumed in the Trico Steel acquisition in July 2002.

Except as described under “Covenants”, the indenture does not limit us or any of our Subsidiaries (as defined below) from incurring more indebtedness or issuing more securities and does not contain financial or similar restrictions on us or any of our Subsidiaries. Our rights and the rights of our creditors, including holders of the new notes, to participate in any distribution of assets of any of our Subsidiaries upon the Subsidiary’s liquidation or reorganization or otherwise are effectively subordinated to the claims of the Subsidiary’s creditors, except to the extent that we or any of our creditors may be a creditor of that Subsidiary. As of September 28, 2002, our Subsidiaries had no indebtedness, other than the $86 million of industrial revenue bond indebtedness assumed by Nucor Steel Decatur, LLC in connection with the Trico Steel acquisition.

Optional Redemption

The new notes will be redeemable, in whole or in part at any time and from time to time, at our option, at a redemption price equal to the greater of:

• 100% of the principal amount of the new notes to be redeemed; or

• the sum of the present values of the remaining scheduled payments of principal and interest on the new notes to be redeemed (not including the portion of any payments of interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate (determined on the third business day preceding the redemption date),

plus, in each case, accrued and unpaid interest thereon to the redemption date.

“Adjusted Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date, plus 0.25%.

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“Comparable Treasury Issue” means the United States Treasury security selected by Wachovia Securities, Inc. and its successors, or, if such firm is unwilling or unable to select the applicable Comparable Treasury Issue, another Reference Treasury Dealer, as having a maturity comparable to the remaining term of the new notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the new notes.

“Comparable Treasury Price” means, with respect to any redemption date, the average of the Reference Treasury Dealer Quotations (as defined below) for that redemption date.

“Reference Treasury Dealer” means each of Banc of America Securities LLC and Wachovia Securities, Inc., and their respective successors, and two other primary U.S. government securities dealers in New York City selected by Wachovia Securities, Inc. (each, a “Primary Treasury Dealer”); provided however, that if any of the foregoing shall cease to be a Primary Treasury Dealer or is no longer quoting prices for United States Treasury securities, we will substitute another Primary Treasury Dealer.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the trustee by that Reference Treasury Dealer at 5:00 p.m. (New York City time) on the third business day preceding the redemption date.

Notice of any redemption will be mailed at least 30 days but no more than 90 days before the redemption date to each holder of the new notes to be redeemed. The notice of redemption for the new notes will state, among other things, the amount of notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of notes to be redeemed. If we redeem less than all of the new notes, the trustee will select the particular notes to be redeemed pro rata, by lot, or by another method the trustee deems fair and appropriate. Unless we default in payment of the redemption price, interest will cease to accrue on the new notes or portions thereof called for redemption on and after the redemption date.

Covenants

The indenture contains the covenants generally summarized below, which are applicable so long as any of the new notes are outstanding and not defeased in accordance with the terms of the indenture. See “Defeasance”.

Limitations on Secured Indebtedness. Neither we nor any Restricted Subsidiary (as defined below) will create, assume, issue, guarantee or incur any Secured Indebtedness (as defined below), unless immediately thereafter the aggregate amount of all Secured Indebtedness (exclusive of certain types of permitted Secured Indebtedness generally described below), together with the discounted present value of all rentals (not otherwise excluded from the limitations on Sale and Leaseback Transactions (as defined below) as described below under “—Limitations on Sale and Leaseback Transactions”) due in respect of Sale and Leaseback Transactions, would not exceed 10% of Consolidated Net Tangible Assets (as defined below).

The foregoing limitation does not apply to Secured Indebtedness in respect of:

• any Lien (as defined below) on property as to which the new notes are equally and ratably secured, with (or, at our option, prior to) that Secured Indebtedness,

• Liens on any property which is not a Principal Property (as defined below),

• Liens on property, including Shares (as defined below) or Indebtedness (as defined below), of any entity existing at the time that entity becomes a Restricted Subsidiary or arising thereafter pursuant to contractual commitments entered into prior to and not in contemplation of that entity becoming a Restricted Subsidiary,

• Liens on property, including Shares or Indebtedness, existing at the time of acquisition of that property by us or a Restricted Subsidiary,

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• Liens to secure the payment of all or any part of the purchase price of property, including Shares or Indebtedness, created upon the acquisition of that property by us or a Restricted Subsidiary, and Liens to secure any Secured Indebtedness incurred by us or a Restricted Subsidiary prior to, at the time of, or within one year after the later of the acquisition, the completion of construction (including any improvements, alterations or repairs to existing property) or the commencement of commercial operation of the project of which that property is a part, which Secured Indebtedness is incurred for the purpose of, and the principal amount secured by the Lien does not exceed the cost of, financing all or any part of the purchase price thereof or construction or improvements, alterations or repairs thereon,

• Liens securing Secured Indebtedness of any Restricted Subsidiary owing to us or to another Restricted Subsidiary,

• Liens on property of an entity existing at the time that entity is merged or consolidated with us or a Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of an entity as an entirety or substantially as an entirety to us or a Restricted Subsidiary or arising thereafter pursuant to contractual commitments entered into by that entity prior to and not in contemplation of that merger, consolidation, sale, lease or other disposition,

• Liens on our property or the property of a Restricted Subsidiary in favor of governmental authorities, or any trustee or mortgagee acting on behalf, or for the benefit of any governmental authorities, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction of property subject to the Liens, and any other Liens incurred or assumed in connection with pollution control, industrial revenue, private activity or similar bonds issued by a governmental authority on behalf of us or a Restricted Subsidiary,

• Liens existing on the first date on which a debt security is authenticated by the trustee under the indenture, and

• any extension, renewal or replacement in whole or in part of any Lien referred to in the above bullet points, provided that the principal amount of the Secured Indebtedness being extended, renewed or replaced shall not be increased.

Limitation on Sale and Leaseback Transactions. Neither we nor any Restricted Subsidiary may enter into any Sale and Leaseback Transaction unless:

• immediately thereafter the sum of (i) the present value of all rentals (discounted in accordance with a method of discounting which is consistent with generally accepted accounting principles but at a discount rate of not less than 10% per annum, compounded annually) due pursuant to the proposed Sale and Leaseback Transaction and all Sale and Leaseback Transactions entered into after the first date on which a debt security is authenticated by the trustee under the indenture and (ii) the aggregate amount of all Secured Indebtedness (exclusive of Secured Indebtedness permitted by the bullet points contained above in “—Limitations on Secured Indebtedness”) does not exceed 10% of Consolidated Net Tangible Assets, or

• an amount equal to the greater of (i) the net proceeds of the sale of property leased pursuant to the Sale and Leaseback Transactions or (ii) the fair market value of the property so leased (in the case of clause (i) or (ii), after repayment of or otherwise taking into account, as the case may be, the amount of any Secured Indebtedness secured by a Lien encumbering that property which Secured Indebtedness existed immediately prior to the Sale and Leaseback Transaction), is applied within one year to the retirement of Funded Debt (as defined below).

The foregoing limitation does not apply to any Sale and Leaseback Transaction and the calculation of the present value of all rentals does not include any rentals under any Sale and Leaseback Transaction entered into:

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• in connection with pollution control, industrial revenue, private activity or similar financing,

• if we or a Restricted Subsidiary apply an amount equal to the net proceeds (after repayment of any Secured Indebtedness secured by a Lien encumbering the Principal Property which Secured Indebtedness existed immediately before the Sale and Leaseback Transaction) of the sale or transfer of the Principal Property leased pursuant to the Sale and Leaseback Transaction to investment in another Principal Property within one year prior or subsequent to the sale or transfer, or

• by an entity prior to the time (i) that the entity became a Restricted Subsidiary, (ii) that the entity merged or consolidated with us or a Restricted Subsidiary, or (iii) of a sale, lease or other disposition of its properties as an entirety or substantially as an entirety to us or a Restricted Subsidiary, or in each case arising thereafter pursuant to contractual commitments entered into by that entity prior to and not in contemplation of the entity becoming a Restricted Subsidiary or that merger, consolidation, sale, lease or other such disposition.

Limitation on Merger, Consolidation and Sale of Assets. We will not merge into or consolidate with or convey or transfer our properties substantially as an entirety to any person unless:

• the successor corporation is a corporation organized and existing under the laws of the United States of America or any State or the District of Columbia,

• the successor corporation assumes on the same terms and conditions the new notes, and

• there is no event of default under the indenture.

Definitions. The following summarize the definitions of the terms set forth below.

“Consolidated Net Tangible Assets” means the aggregate amount of assets after deducting therefrom (i) all current liabilities and (ii) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles, all as set forth on our most recent consolidated balance sheet.

“Funded Debt” means (i) all indebtedness for money borrowed having a maturity of more than 12 months from the date as of which the amount thereof is to be determined or having a maturity of less than 12 months from that date but by its terms being renewable or extendible beyond 12 months from that date at the option of the borrower and (ii) any indebtedness for borrowed money which may be payable from the proceeds under or pursuant to an agreement to provide borrowings with a maturity of more than 12 months from the date as of which the amount thereof is to be determined.

“Indebtedness” means with respect to any corporation or other entity all indebtedness for money borrowed which is created, assumed, incurred or guaranteed in any manner by that corporation or other entity or for which that corporation or other entity is otherwise responsible or liable.

“Lien” means any mortgage, pledge, security interest, lien or other similar encumbrance.

“Principal Property” means (i) any manufacturing plant located in the United States, or manufacturing equipment located in any such manufacturing plant (together with the land on which that plant is erected and fixtures comprising a part thereof), owned or leased on the first date on which a debt security is authenticated by the trustee or thereafter acquired or leased by us or any Restricted Subsidiary, and (ii) any Shares issued by, or any interest of ours or any Subsidiary in, any Restricted Subsidiary, other than (a) any property or Shares or interests the book value of which is less than 1% of Consolidated Net Tangible Assets, or (b) any property or Shares or interests which our board of directors determines is not of material importance to the total business conducted, or assets owned, by us and our Subsidiaries, as an entirety, or (c) any portion of any property which our board of directors determines not to be of material importance to the use or operation of that property. “Manufacturing plant” does not include any plant owned or leased jointly or in common with one or more person other than us and our Restricted Subsidiaries in which the aggregate direct or indirect interest of ours and our Restricted Subsidiaries does not exceed 50%. “Manufacturing equipment” means manufacturing equipment in those manufacturing plants used directly in

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the production of our or any Restricted Subsidiary’s products and does not include office equipment, computer equipment, rolling stock and other equipment not directly used in the production of our or any Restricted Subsidiary’s products.

“Restricted Subsidiary” means any Subsidiary substantially all the property of which is located within the United States, other than a Subsidiary primarily engaged in financing our or any Subsidiary’s operations outside the United States.

“Sale and Leaseback Transaction” means any arrangement with any person providing for the leasing by us or any Restricted Subsidiary of any Principal Property of ours or any Restricted Subsidiary, whether that Principal Property is now owned or hereafter acquired (except for leases for a term of not more than three years, except for leases between us and a Restricted Subsidiary or between Restricted Subsidiaries and except for leases of property executed prior to, at the time of, or within one year after the later of, the acquisition, the completion of construction, including any improvements or alterations on real property, or the commencement of commercial operations of that property), which Principal Property has been or is to be sold or transferred by us or the Restricted Subsidiary to that person.

“Secured Indebtedness” of any corporation or other entity means Indebtedness secured by any Lien upon property (including Shares or Indebtedness issued by or other ownership interests in any Restricted Subsidiary) owned by us or any Restricted Subsidiary.

“Shares” means as to any corporation all the issued and outstanding equity shares (except for directors’ qualifying shares) of that corporation.

“Subsidiary” means an entity more than 50% of the outstanding voting interest of which is owned, directly or indirectly, by us or by one or more other Subsidiaries, or by us and one or more other Subsidiaries.

For the purposes of this definition, “voting interest” in any entity means any equity interest which ordinarily has voting power for the election of directors or their equivalent.

Reports to Holders and SEC Reports

We will file with the trustee and transmit to holders of debt securities the information, documents and other reports required pursuant to the Trust Indenture Act at the times and in the manner provided in that Act. We also will file with the trustee any other information, documents or reports required to be filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act within 30 days after the information, documents or reports are required to be filed with the SEC.

Events of Default

The following are events of default under the indenture with respect to the new notes and any other debt securities of the same series that we may issue subsequently:

• default in the payment of any interest installment with respect to debt securities of that series when due and continuance of the default for a period of ten days after receipt by us of written notice of the default from any person,

• default in the payment of principal of, or premium, if any, on debt securities of that series when due either at its stated maturity, when called for redemption, by declaration or otherwise and continuance of the default for a period of ten days after receipt by us of written notice of the default from any person,

• failure by us to observe or perform any other covenant or agreement in respect of debt securities of that series for a period of ninety days after receipt by us of written notice by the trustee, or receipt by us and the trustee of written notice by holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series, and

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• certain events of bankruptcy, insolvency and reorganization.

Notwithstanding the foregoing, if properly indicated in an offering document relating to a series of debt securities, any of the foregoing events of default may be deleted or modified from that summarized above and additional events of default may be included with respect to those debt securities. Except as otherwise indicated in any offering document relating to a series of debt securities, no event of default with respect to a single series of debt securities constitutes an event of default with respect to any other series of debt securities. If an event of default described above occurs and is continuing with respect to any series, either the trustee or the holders of not less than 25% in aggregate principal amount of the debt securities of that series then outstanding (voting separately as a series unless otherwise indicated in any offering document relating to a series of debt securities) may declare the principal of all outstanding debt securities of that series and the interest accrued thereon, if any, to be due and payable immediately.

Prior to any declaration accelerating the maturity of any series of debt securities, the holders of a majority in principal amount of the outstanding debt securities of that series may, on behalf of the holders of all debt securities of that series, waive any past default or event of default with respect to the debt securities of that series except a default (i) in the payment of principal of, premium, if any, or interest, if any, on any debt securities of that series or (ii) in regard to a covenant or provision applicable to that series that cannot be modified or amended without the consent of the holder of each outstanding debt security of that series. After the principal of all outstanding debt securities of a series such as the new notes has been declared due and payable but before any judgment or decree for the payment of the money has been obtained or entered, the holders of a majority in principal amount of the outstanding debt securities of that series may waive all defaults with respect to all debt securities of that series and rescind and annul that declaration if we have paid or deposited with the trustee a sum sufficient to pay all matured installments of principal, premium, if any, and interest which has become due other than by acceleration, and any and all other events of default with respect to that series of debt securities have been remedied, cured or waived.

The indenture provides that the trustee will, within ninety days after the occurrence of a default with respect to the debt securities of any series, give to the holders of the debt securities of that series notice of all uncured and unwaived defaults known to it, provided that, except in the case of default in the payment of principal of, or premium, if any, or interest, if any, on, any of the debt securities of that series, the trustee will be protected in withholding that notice if it in good faith determines that the withholding of the notice is in the interest of the holders of the debt securities of that series. The term “default” for the purpose of this provision means the happening of any of the events of default specified above (and as reflected or modified in an offering document relating to a series of debt securities), except that any grace period or notice requirement is eliminated. The indenture contains provisions entitling the trustee, subject to the duty of the trustee during an event of default to act with the required standard of care, to be indemnified by the holders of debt securities before proceeding to exercise any right or power under the indenture at the request of holders of the debt securities.

The indenture provides that the holders of a majority in aggregate principal amount of the outstanding debt securities of any series may direct the time, method and place of conducting proceedings for remedies available to the trustee or exercising any trust or power conferred on the trustee in respect of that series, except for cases in which the trustee is being advised by counsel that the action may not lawfully be taken or would be in conflict with the terms of the indenture or if the determination is made that the action would involve the trustee in personal liability or would be unduly prejudicial to the holders of the debt securities not joining in the action. Otherwise, a holder of debt securities of a series may not pursue any remedy with respect to the indenture or any debt securities of that series unless:

• the holder of debt securities of that series gives us and the trustee written notice of a continuing event of default;

• the holders of at least 25% in aggregate principal amount of the debt securities of that series then outstanding make a written request to the trustee to pursue the remedy;

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• the holder or holders of debt securities of that series offer the trustee reasonable security or indemnity satisfactory to the trustee against any costs, liability or expense;

• the trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and

• during such 60-day period, the holders of a majority in aggregate principal amount of the debt securities of that series then outstanding do not give the trustee a direction that is inconsistent with the request.

However, these limitations do not apply to the right of any holder of any debt securities to receive payment of the principal of, premium, if any, or interest on the debt securities of a series or to bring suit for the enforcement of any such payment on or after the due date expressed in the debt securities, which right shall not be impaired or affected without the consent of the holder. The indenture includes a covenant that we will file annually with the trustee a certificate of no default or specifying any default that exists.

Modification of the Indenture

The indenture provides that we and the trustee may, without the consent of any holders of debt securities, enter into supplemental indentures for the purposes, among other things, of:

• evidencing the assumption of our covenants, agreements and obligations under the indenture by a successor entity;

• adding further events of default or other covenants, restrictions or conditions for the benefit of the holders of all or any series of debt securities;

• establishing the form or terms of other series of debt securities; or

• clarifying or curing ambiguities or inconsistencies in the indenture or making other provisions in regard to matters or questions arising under the indenture, if those actions do not adversely affect the interests of the holders of any affected series of debt securities in any material respect.

We and the trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the outstanding debt securities of each series to be affected, may execute supplemental indentures adding any provisions to or changing or eliminating any of the provisions of the indenture or any supplemental indenture or debt security of a series or modifying in any manner the rights of the holders of the debt securities of that series to be affected, except that no supplemental indenture may, without the consent of the holders of all debt securities of that series then outstanding,

• change the fixed maturity (which term for these purposes does not include payments due pursuant to any sinking, purchase or analogous fund) of those debt securities, reduce the principal amount thereof, reduce the rate or extend the time of payment of interest thereon, reduce any premium payable upon the redemption thereof or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof (or, in the case of redemption, on or after the redemption date without the consent of the holder of each debt security so affected), or

• reduce the percentage of debt securities of a series required to approve any such supplemental indenture.

Defeasance

As long as no event of default has occurred and is continuing with respect to the new notes or other debt securities of the same series, we at our option

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• will be discharged from any and all obligations in respect of those debt securities (except in each case for some obligations to register the transfer or exchange of those debt securities, replace stolen, lost or mutilated debt securities, maintain a paying agent and hold moneys for payment in trust), or

• need not comply with some restrictive covenants of the indenture relating to those debt securities (including those described under “-Covenants”) and will not be limited by restrictions with respect to merger, consolidation or sales of assets,

in each case if we deposit with the trustee, in trust, money, U.S. Government Obligations (defined below) and/or Eligible Obligations (defined below) or any combination of the foregoing which through the payment of interest thereon and principal thereof in accordance with their terms will provide money in an amount sufficient to pay all the principal of, interest, if any, and premium, if any, on, those debt securities on the dates those payments are due in accordance with the terms of that series.

In order to avail ourselves of any of the foregoing options, we must provide to the trustee an opinion of counsel or a ruling from, or published by, the Internal Revenue Service, to the effect that holders of the debt securities of that series will not recognize income, gains or loss for federal income tax purposes as a result of our exercise of our option and will be subject to the federal income tax on the same amount and in the same manner and at the same time as would have been the case if that option had not been exercised.

“U.S. Government Obligations” means generally (i) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (ii) obligations of a person controlled or supervised by and acting as an agency or instrumentality of the United States of America, the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case under clause (i) or (ii) are not callable or redeemable at the option of the issuer thereof.

“Eligible Obligations” means obligations as a result of the deposit of which the relevant series of debt securities is rated in the highest generic long-term debt rating category assigned to legally defeased debt by one or more nationally recognized rating agencies.

In addition, we can also obtain a discharge under the indenture with respect to all the debt securities of a series by depositing with the trustee, in trust, funds sufficient to pay at maturity or upon redemption all of the debt securities of that series, provided that all of the debt securities of that series are by their terms to become due and payable within one year or are to be called for redemption within one year. No opinion of counsel or ruling from the Internal Revenue Service is required with respect to a discharge pursuant to the immediately preceding sentence.

In the event of any discharge of debt securities pursuant to the terms of the indenture as described above, the holders of those debt securities will thereafter be able to look solely to the trust fund, and not to us, for payments of principal, premium, if any, and interest, if any with respect to the debt securities.

Form, Denomination, and Registration of the Notes; Book-Entry Procedures and Transfer

We will issue the new notes only in registered form, without interest coupons. Except as described below under “Description of Notes-Exchange of Interests in Global Notes for Certificated Notes”, the new notes will be issued in the form of one or more global notes, and each beneficial owner’s interest in the global notes will be transferable in book-entry form through DTC. The new notes are collectively referred to herein as the “Global Notes”. Each of the Global Notes initially will be deposited with the trustee, as custodian for the DTC, and registered in the name of DTC or its nominee. The new notes initially will be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.

We initially will appoint the trustee at its corporate trust office as paying agent and registrar for the new notes. We will cause to be kept at the office of the registrar a register in which, subject to such reasonable regulations as it may prescribe, we will provide for the registration of the new notes and registration of transfers of the new notes. We may vary or terminate the appointment of any paying agent or registrar, or appoint additional or other agents or approve any change in the office through which any agent acts. We will cause notice of any resignation, termination or appointment of any paying agent or registrar, and of any change in the office through

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which any agent will act, to be provided to the trustee. If we fail to maintain any such office or fail to give notice of the location or any change in location thereof, then presentations and surrenders may be made and notices and demands may be served at the principal office of the trustee.

Transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its Direct or Indirect Participants (each, as defined below), including, if applicable, those of Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, societe anonyme (“Clearstream”) which may change from time to time.

Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for notes in certificated form or vice versa, except in the limited circumstances described below. See “-Exchange of Interests in Global Notes for Certificated Notes”.

No service charge will be made for any registration of transfer or exchange of notes, but we may require payment of a sum sufficient to cover any tax or government charge payable in connection with the transfer or exchange.

Depositary Procedures with respect to the Global Notes

The following description of the operations and procedures of DTC, Euroclear and Clearstream is provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to change by them from time to time. Neither we, nor the trustee takes any responsibility for these operations and procedures, and you are urged to contact the applicable system or its participants directly to discuss these matters.

We understand from publicly available information that DTC is (i) a limited-purpose trust company organized under the laws of the State of New York, (ii) a “banking organization” within the meaning of the New York Banking Law, (iii) a member of the Federal Reserve System, (iv) a “clearing corporation” within the meaning of the Uniform Commercial Code, as amended, and (v) a “clearing agency” registered pursuant to Section 17A of the Exchange Act. DTC was created to hold securities for its participating organizations (collectively, the “Direct Participants”) and to facilitate the clearance and settlement of transactions in those securities between Direct Participants through electronic book entry changes in accounts of participants. The Direct Participants include securities brokers and dealers (including banks, trust companies, clearing corporations and certain other organizations, including Euroclear and Clearstream). Access to DTC’s system is also available to other entities that clear through or maintain a direct or indirect custodial relationship with a Direct Participant (collectively, the “Indirect Participants”).

We understand from publicly available information that, pursuant to DTC’s procedures, DTC will maintain records of the ownership interests of the Direct Participants in the Global Notes and the transfer of ownership interests by and between Direct Participants. DTC will not maintain records of the ownership interests of, or the transfer of ownership interests by and between, Indirect Participants or other owners of beneficial interests in the Global Notes. Direct Participants and Indirect Participants must maintain their own records of the ownership interests of, and the transfer of ownership interests by and between, Indirect Participants and other owners of beneficial interests in the Global Notes.

Investors in the Global Notes may hold their interests therein directly through DTC if they are Direct Participants in DTC or indirectly through organizations that are Direct Participants in DTC. Investors may hold their interests in the Global Notes directly through Euroclear or Clearstream or indirectly through organizations that are participants in Euroclear or Clearstream. Euroclear and Clearstream hold securities for participating organizations and facilitate the clearance and settlement of securities transactions between their respective participants through electronic book-entry changes in accounts of those participants. Euroclear and Clearstream provide to their participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Euroclear and Clearstream interface with domestic securities markets. Euroclear and Clearstream participants are financial institutions such as underwriters, securities brokers and dealers, banks, trust companies and other organizations. Indirect access to Euroclear or

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Clearstream is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodian relationship with a Euroclear or Clearstream participant, either directly or indirectly. Investors may also hold their interests through organizations other than Euroclear and Clearstream that are Direct Participants in the DTC System. Morgan Guaranty Trust Company of New York, Brussels office, is the operator and depositary of Euroclear, and Citibank, NA. is the operator and depositary of Clearstream (each a “Nominee” of Euroclear and Clearstream, respectively). Therefore, they will each be recorded on DTC’s records as the holders of all ownership interests held by them on behalf of Euroclear and Clearstream, respectively. Euroclear and Clearstream must maintain on their own records the ownership interests of, and transfers of ownership interests by and between, their own customers’ securities accounts. DTC will not maintain those records. All ownership interests in any Global Notes, including those of customers’ securities accounts held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC.

The laws of some states in the United States require that certain persons take physical delivery in definitive, certificated form, of securities that they own. This may limit or curtail the ability to transfer beneficial interests in a Global Note to those persons. Because DTC can act only on behalf of Direct Participants, which in turn act on behalf of Indirect Participants and others, the ability of a person having a beneficial interest in a Global Note to pledge that interest to persons or entities that are not Direct Participants in DTC, or to otherwise take actions in respect of those interests, may be affected by the lack of physical certificates evidencing those interests. For certain other restrictions on the transferability of the new notes, see “-Exchange of Interests in Global Notes for Certificated Notes”.

Except as described in “-Exchange of Interests in Global Notes for Certificated Notes”, owners of beneficial interests in the Global Notes will not have notes registered in their names, will not receive physical delivery of notes in certificated form and will not be considered the registered owners or holders thereof under the indenture for any purpose.

Under the terms of the indenture, we and the trustee will treat the persons in whose names the new notes are registered (including notes represented by Global Notes) as the owners thereof for the purpose of receiving payments and for any and all other purposes whatsoever with respect to the new notes. Payments in respect of the principal, premium, if any, and interest on, Global Notes registered in the name of DTC or its nominee will be payable by the trustee to DTC or its nominee as the registered holder under the indenture. Consequently, neither we, the trustee nor any of our or the trustee’s agents has or will have any responsibility or liability for

• any aspect of DTC’s records or any Direct Participant’s or Indirect Participant’s records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any of DTC’s records or any Direct Participant’s or Indirect Participant’s records relating to the beneficial ownership interests in any Global Note; or

• any other matter relating to the actions and practices of DTC or any of its Direct Participants or Indirect Participants.

We understand from publicly available information that DTC’s current payment practice (for payments of principal, interest and the like) with respect to securities such as the new notes is to credit the accounts of the relevant Direct Participants with that payment on the payment date in amounts proportionate to that Direct Participant’s respective ownership interests in the Global Notes as shown on DTC’s records. Payments by Direct Participants and Indirect Participants to the beneficial owners of the new notes will be governed by standing instructions and customary practices between them and will not be the responsibility of DTC, the trustee or us. Neither we nor the trustee will be liable for any delay by DTC or its Direct Participants or Indirect Participants in identifying the beneficial owners of the new notes, and we and the trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee as the registered owner of the new notes for all purposes.

Cross-market transfers between Direct Participants in DTC, on the one hand, and Indirect Participants who hold interests in the new notes through Euroclear or Clearstream, on the other hand, will be effected by Euroclear’s or Clearstream’s respective Nominee through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream; however, delivery of instructions relating to cross-market transactions must be made directly to

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Euroclear or Clearstream, as the case may be, by the counterparty in accordance with the rules and procedures of Euroclear or Clearstream and within their established deadlines (Brussels time for Euroclear and UK time for Clearstream). Indirect Participants who hold interests in the new notes through Euroclear and Clearstream may not deliver instructions directly to Euroclear’s or Clearstream’s Nominee. Euroclear or Clearstream will, if the transaction meets its settlement requirements, deliver instructions to its respective Nominee to deliver or receive interests on Euroclear’s or Clearstream’s behalf in the relevant Global Note in DTC, and make or receive payment in accordance with normal procedures for same-day fund settlement applicable to DTC.

Beneficial interests in the Global Notes (including interests in Global Notes upon transfer of a Certificated Note) may not be exchanged for notes in certificated form, or vice-versa, except in the limited circumstances described below.

Exchange of Interests in Global Notes for Certificated Notes. A Global Note may be exchanged for definitive notes in registered, certificated form without interest coupons (“Certificated Notes”) only if:

• DTC (i) notifies us that it is unwilling or unable to continue as depositary for the Global Notes and we thereupon fail to appoint a successor depositary within 90 days or (ii) has ceased to be a clearing agency registered under the Exchange Act,

• we, at our option, notify the trustee in writing that we elect to cause the issuance of Certificated Notes, or

• there shall have occurred and be continuing a default or an event of default with respect to the new notes.

In any such case, we will notify the trustee in writing that, upon surrender by the Direct Participants of their interests in that Global Note, Certificated Notes will be issued to each person that such Direct Participants and DTC identify as being the beneficial owner of the related notes.

Beneficial interests in Global Notes held by any Direct or Indirect Participant may be exchanged for Certificated Notes upon request to the trustee by or on behalf of a Direct Participant (for itself or on behalf of an Indirect Participant) in accordance with customary DTC procedures and the indenture. Certificated Notes delivered in exchange for any beneficial interest in any Global Note will be registered in accordance with DTC’s customary procedures in the names, and issued in any approved denominations, requested by DTC on behalf of one or more Direct or Indirect Participants.

Neither we nor the trustee will be liable for any delay by the holder of any Global Note or DTC in identifying the beneficial owners of notes, and we and the trustee may conclusively rely on, and will be protected in relying on, instructions from the holder of the Global Note or DTC for all purposes.

Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the Global Notes among Direct Participants, including Euroclear and Clearstream, they are under no obligation to perform or to continue to perform those procedures, and those procedures may be discontinued at any time.

The Global Notes will trade in DTC’s Same-Day Funds Settlement System, and, therefore, transfers between Direct Participants in DTC will be effected in accordance with DTC’s procedures, and will be settled in immediately available funds. Transfers between Indirect Participants (other than Indirect Participants who hold an interest in the new notes through Euroclear or Clearstream) who hold an interest through a Direct Participant will be effected in accordance with the procedures of that Direct Participant but generally are expected to settle in immediately available funds. Transfers between and among Indirect Participants who hold interests in the new notes through Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.

Because of time zone differences, the securities accounts of an Indirect Participant who holds an interest in the new notes through Euroclear or Clearstream purchasing an interest in a Global Note from a Direct Participant in

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DTC will be credited, and any such crediting will be reported to Euroclear or Clearstream, during the European business day immediately following the settlement date of DTC in The City of New York. Although recorded in DTC’s accounting records as of DTC’s settlement date in The City of New York, Euroclear and Clearstream customers will not have access to the cash amount credited to their accounts as a result of a sale of an interest in a Global Note to a DTC Participant until the European business day for Euroclear or Clearstream immediately following DTC’s settlement date.

We understand from publicly available information that DTC will take any action permitted to be taken by a holder of notes only at the direction of one or more Direct Participants to whose account interests in the Global Notes are credited and only in respect of that portion of the aggregate principal amount of the new notes to which that Direct Participant or those Direct Participants has or have given direction. However, if there is an event of default under the new notes, DTC reserves the right to exchange Global Notes (without the direction of one or more of its Direct Participants) for legended notes in certificated form, and to distribute those certificated forms of notes to its Direct Participants. See “-Exchange of Interests in Global Notes for Certificated Notes”.

Neither we nor the trustee shall have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective Direct and Indirect Participants of their respective obligations under the rules and procedures governing any of their operations. The information in this section concerning DTC, Euroclear and Clearstream and their book-entry systems has been obtained from sources that we believe to be reliable, but we take no responsibility for the accuracy thereof.

Same Day Settlement and Payment. We expect that payments in respect of the new notes represented by the Global Notes (including principal, premium, if any, and interest on the new notes) will be made by wire transfer of immediately available same day funds to the accounts specified by the holder of interests in that Global Note. With respect to Certificated Notes, we will make all payments of principal, premium, if any, and interest by wire transfer of immediately available same day funds to the accounts specified by the holders thereof or, if no account is specified, by mailing a check to each such holder’s registered address. We expect that any secondary trading in Certificated Notes will also be settled in immediately available funds.

No Personal Liability of Incorporators, Stockholders, Officers, Directors, or Employees

No recourse for the payment of the principal of, premium, if any, or interest on any notes issued under the indenture or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any of our obligations, covenants or agreements in the indenture, or in any notes issued under the indenture or because of the creation of any indebtedness represented thereby, shall be had against any of our incorporators, stockholders, officers, directors or employees or of any successor person thereof. Each holder, by accepting notes issued under the indenture, waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the notes. This waiver may not be effective to waive liabilities under the federal securities laws.

The Trustee

The Bank of New York is the trustee under the indenture. All payments of principal of, premium, if any, and interest on, and all registration, transfer, exchange, authentication and delivery of, the new notes will be effected by the trustee at the principal office of the trustee located in New York, New York.

The indenture provides that, except during the continuance of an event of default, the trustee will perform only those duties as are specifically set forth in the indenture. During the existence of an event of default under the indenture, the trustee will exercise those rights and powers vested in it by the indenture, and will use the same degree of care and skill in its exercise as a prudent person would exercise under the circumstances in the conduct of that person’s own affairs. Subject to these provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any of the holders of the new notes, unless they shall have offered to the trustee security and indemnity satisfactory to the trustee.

The Bank of New York is a lender under our new unsecured revolving credit facility. In addition, BNY Capital Markets, Inc., an affiliate of The Bank of New York, was an initial purchaser in the offering of the old notes.

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Consequently, The Bank of New York could be faced with potential conflicts of interest and conflicting obligations in the event of a default under, or with regard to other circumstances relating to, any or all of this indebtedness.

The indenture and provision of the Trust Indenture Act contain limitations on the rights of the trustee, should it become a creditor of ours, to obtain payment of claims in certain cases or to liquidate certain property received by it in respect of any such claim as security or otherwise. The trustee is permitted to engage in other transactions with us or any of our affiliates. If the trustee acquires any conflicting interest within the meaning of the Trust Indenture Act and the new notes are in default, it must eliminate that conflict, resign or, if applicable, apply to the SEC to continue.

The trustee or its affiliates have served and may in the future serve as trustee under various of our debt instruments and as an agent and lender under our credit facilities.

Governing Law

The indenture and the notes will be governed by and construed in accordance with the laws of the State of New York.

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

This section describes the material United States federal tax consequences of owning and disposing of the notes and of exchanging old notes for new notes in the exchange offer. It applies to you only if you hold the notes as capital assets for tax purposes. This section does not discuss all aspects of United States federal income tax which may be important to you in light of your individual investment circumstances, and does not apply to you if you are a member of a class of holders subject to special rules, such as a dealer in securities or currencies, a trader in securities that elects to use a mark-to-market method of accounting for securities holdings, a bank or other financial institution, a life insurance company, a tax-exempt organization, a regulated investment company, a person that owns notes that are a hedge or that are hedged against interest rate or currency risks, a person that owns the notes as part of a straddle or conversion transaction for tax purposes, or a person whose functional currency for tax purposes is not the United States dollar.

This section is based on the Internal Revenue Code of 1986, as amended (the “Code”), its legislative history, existing and proposed regulations under the Code, published rulings and court decisions, all as currently in effect. These authorities are subject to change, possibly on a retroactive basis. This discussion does not consider the effect of any applicable foreign, state, local, or other tax laws.

The federal tax discussion set forth below is included for general information only and may not be applicable depending upon a holder’s particular situation. Holders should consult their own tax advisors with respect to the tax consequences to them of the beneficial ownership and disposition of the notes, including the tax consequences under state, local, foreign and other tax laws and the possible effects of changes in federal or other tax laws.

United States Holders

This subsection describes the tax consequences to a United States holder of owning and disposing of the notes. You are a United States holder if you are a beneficial owner of a note and you are:

• a citizen or resident of the United States;

• a corporation, partnership or other entity created or organized under the laws of the United States or political subdivision thereof;

• an estate whose income is subject to United States federal income tax regardless of its source; or

• a trust if (i) a United States court can exercise primary supervision over the trust’s administration and (ii) one or more United States persons are authorized to control all substantial decisions of the trust.

If a partnership holds our notes, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our notes, you should consult your tax advisor. If you are not a United States holder, this section does not apply to you and you should refer to the section titled “Foreign Holders” below.

Payments of Interest

The notes will not be considered as issued with “original issue discount”. Accordingly, a United States holder will be taxed on any stated interest on its note as ordinary income at the time such holder receives the interest or when it accrues, depending on the holder’s method of accounting for tax purposes.

Exchange of Old Notes for New Notes Pursuant to this Exchange Offer

The exchange of the old notes for these substantially identical new notes registered under the Securities Act will not constitute a taxable exchange for United States federal income tax purposes because the terms of the new

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notes do not differ materially in kind or extent from the old notes. Accordingly, a United States holder will not recognize taxable gain or loss upon receipt of the exchange note.

Moreover, the United States holder’s holding period for the new note received in the exchange will include the holding period for the old note so exchanged, and such United States holder’s adjusted tax basis in the new note will be the same as such United States holder’s adjusted tax basis in the old notes so exchanged.

Sale, Exchange or Redemption of a Note

Upon the disposition of a note by sale, exchange or redemption, a United States holder will generally recognize gain or loss equal to the difference between (i) the amount of cash proceeds and the fair market value of any property a United States holder receives on the sale, exchange or redemption, except to the extent that amount is attributable to accrued interest not previously included in income, which is taxable as ordinary income, and (ii) that holder’s adjusted federal income tax basis in the note. A United States holder’s initial tax basis in a note generally will be the purchase price of the note. Such gain or loss will generally constitute capital gain or loss and will be long term capital gain or loss if the United States holder has held the note for longer than one year. The deductibility of capital losses is subject to certain limitations.

Foreign Holders

A foreign holder is a beneficial owner of a note that is not a United States holder. The following discussion is a summary of material United States federal tax considerations for a foreign holder of notes. Special rules may apply to certain foreign holders, such as “controlled foreign corporations”, “passive foreign investment companies”, “foreign personal holding companies”, and corporations that accumulate earnings to avoid United States federal income tax, that are subject to special treatment under the Code. These entities should consult their own tax advisors to determine the United States federal, state, local and other tax consequences that may be relevant to them.

Payments of Interest

Subject to the discussion below concerning backup withholding, payments of interest on the notes by us or any paying agent of ours to any foreign holder will not be subject to United States federal income or withholding tax provided that (i) the foreign holder does not actually or constructively own 10% or more of the total combined voting power of all classes of our voting stock, (ii) the certification requirement, as described below, has been fulfilled with respect to the beneficial owner of the note, and (iii) the interest is not effectively connected with the conduct of a United States trade or business of the foreign holder.

The certification requirement referred to above will be fulfilled if the beneficial owner of a note certifies on IRS Form W-8BEN (or other appropriate substitute form) under penalties of perjury, that the beneficial owner is not a United States person and provides its name and address, and (1) such beneficial owner files the IRS Form W-8BEN (or other appropriate substitute form) with the withholding agent or, (2) in the case of a note held on behalf of the beneficial owner by a securities clearing organization, bank or other financial institution holding customers’ securities in the ordinary course of its trade or business that holds a note on behalf of that beneficial owner, that financial institution files a statement with the withholding agent in which it certifies, under penalties of perjury, that it has received the Form W-8BEN (or other appropriate substitute form) from the foreign holder and furnishes the withholding agent with a copy thereof.

The gross amount of payments of interest that do not qualify for the exception from withholding described above will be subject to United States withholding tax at a rate of 30% unless a treaty applies to reduce or eliminate withholding and the foreign holder properly certifies to its entitlement to those treaty benefits. If the interest on the notes, however, is effectively connected with the conduct by the foreign holder (or a partnership in which the foreign holder is a partner, or a trust or estate of which the foreign holder is a beneficiary) of a business within the United States (or if a tax treaty applies, that interest is attributable to a permanent establishment maintained in the United States by the foreign holder) then that interest will generally be subject to tax to the foreign holder in the same manner as a United States holder. In addition, that effectively connected income received by a foreign holder which is a corporation may in certain circumstances be subject to an additional “branch profits tax” at a 30% rate or, if applicable, a lower treaty rate.

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Sale, Exchange or Redemption of a Note

A foreign holder generally will not be subject to United States federal income tax or withholding tax on gain realized on the sale, exchange or redemption of notes unless (i) the holder is an individual who was present in the United States for 183 days or more during the taxable year of the sale, exchange or redemption, and certain other conditions are met, or (2) the gain is effectively connected with the conduct of a trade or business of the holder in the United States and, if a treaty applies, that gain is attributable to a permanent establishment maintained in the United States by that holder.

United States Federal Estate Tax

A note held by an individual who is not for United States federal estate tax purposes a citizen or resident of the United States at the time of death will not be includable in the decedent’s gross estate for United States federal estate tax purposes, provided that (1) the holder or beneficial owner did not at the time of death actually or constructively own 10% or more of the combined voting power of our stock entitled to vote, and (2) at the time of death, payments with respect to that note would not have been effectively connected with the conduct by that foreign holder of a trade or business within the United States.

Backup Withholding and Information Reporting

Under current United States federal income tax law, a backup withholding tax at the tax rate of 30% for years 2002 and 2003, 29% for years 2004 and 2005, 28% for years 2006 through 2010 and 31% for years after 2010, and information reporting requirements apply to certain payments of principal and interest made to, and to proceeds of sale before maturity by, certain holders of the notes.

In the case of a United States holder, information reporting requirements and the backup withholding tax will apply to payments of principal or interest and to payments of the proceeds of the sale of a note if the United States holder (i) fails to furnish or certify properly its correct taxpayer identification number to the payer in the manner required, (ii) is notified by the IRS that it has failed to report payments of interest or dividends properly or (iii) under certain circumstances, fails to certify that it has not been notified by the IRS that it is subject to backup withholding for failure to report interest or dividend payments.

Backup withholding and information reporting do not apply with respect to payments made to certain exempt recipients, including a corporation (within the meaning of Code Section 7701(a)). The amount of any backup withholding imposed upon a payment to a United States holder will be allowed as a credit against that holder’s United States federal income tax liability and may entitle that holder to a refund, provided that required information is furnished to the IRS.

In the case of a foreign holder, backup withholding and information reporting will generally not apply to payments of principal or interest made by us or our paying agent (absent actual knowledge that the holder is actually a United States holder) if the holder has provided the properly required certification under penalties of perjury that it is not a United States holder or has otherwise established an exemption. Failure to provide those certifications in accordance with the requirements of the Code and applicable Treasury Regulations could subject a holder to withholding even if that holder were otherwise entitled to an exemption from withholding.

Foreign holders should consult their own tax advisors regarding the application of information reporting and backup withholding in their particular situations, the availability of an exemption therefrom, and the procedure for obtaining this exemption, if available, and the impact, if any, of the recent Treasury Regulations. Any amounts withheld from a payment to a foreign holder under the backup withholding rules will be allowed as a credit against that holder’s United States federal income tax liability and may entitle that holder to a refund, provided that required information is furnished to the IRS.

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PLAN OF DISTRIBUTION

We are not using any underwriters for this exchange offer, and we are bearing the expenses of the exchange.

Each broker-dealer that receives new notes for its own account pursuant to this exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes if the old notes were acquired as a result of market-making activities or other trading activities. We have agreed that, starting on the date we issue the new notes and ending no later than the close of business on the date which is 180 days after the completion of this exchange offering, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale.

We will not receive any proceeds from any sale of the new notes, by broker-dealers or otherwise. New notes received by broker-dealers for their own account pursuant to this exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new notes or a combination of these methods of resale, at market prices prevailing at the time of resale, at prices related to the prevailing market prices or negotiated prices. Any resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any broker-dealer and/or the purchasers of any new notes. Any broker-dealer that sells new notes that were received by it for its own account pursuant to this exchange offer and any broker or dealer that participates in a distribution of new notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any resale of the new notes and any commissions or concessions received by any of these persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of up to 180 days after the completion of this exchange offer, we will send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests these documents in the letter of transmittal. We have agreed to pay all expenses incident to this exchange offer, other than commissions or concessions of any brokers or dealers, and will indemnify the holders of the old notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

Certain legal matters relating to the new notes and the exchange offer will be passed upon for us by Moore & Van Allen PLLC, Charlotte, North Carolina. Some of the attorneys at Moore & Van Allen own stock in our company.

EXPERTS

The financial statements incorporated in this prospectus by reference to our Annual Report on Form 10-K for the year ended December 31, 2001 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of that firm as experts in auditing and accounting.

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NUCOR CORPORATION

Offer to Exchange $350,000,000 of its 4.875% Notes due 2012 Registered under the Securities Act, for $350,000,000 of its Outstanding Unregistered 4.875% Notes due 2012

PROSPECTUS

                    ,         

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

• Under Delaware law, a corporation generally may indemnify directors and officers:

• for actions taken in good faith and in a manner they reasonably believed to be in, or not opposed to, the best interests of the corporation; and

• with respect to any criminal action or proceeding, if they had no reasonable cause to believe that their conduct was unlawful.

In addition, Delaware law provides that a corporation may advance to a director or officer expenses incurred in defending any action upon receipt of an undertaking by or on behalf of the director or officer to repay the amount advanced if it is ultimately determined that he or she is not entitled to indemnification.

Our certificate of incorporation provides that any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of Nucor), by reason of the fact that the person is or was a director, officer, employee or agent of ours, or is or was serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, will be indemnified by us to the fullest extent permitted by Delaware law. The indemnification rights conferred by us are not exclusive of any other right to which persons seeking indemnification may be entitled under any statute, our certificate of incorporation or bylaws, any agreement, vote of stockholders or disinterested directors or otherwise. We are authorized to purchase and maintain insurance on behalf of our directors and officers.

In addition, we may pay expenses incurred by our directors and officers in defending a civil or criminal action, suit or proceeding because they are directors or officers in advance of the final disposition of the action, suit or proceeding. The payment of expenses will be made only if we receive an undertaking by or on behalf of a director or officer to repay all amounts advanced if it is ultimately determined that the director or officer is not entitled to be indemnified by us, as authorized by our certificate of incorporation.

Item 21. Exhibits and Financial Statement Schedules

(a) The following exhibits are filed as part of this registration statement:

Exhibit No.		Description of Exhibit
2.1	*	Purchase Agreement, dated as of September 26, 2002, between Nucor Corporation and Banc of America Securities LLC, Wachovia Securities, Inc., Banc One Capital Markets, Inc., CIBC World Markets Corp. and BNY Capital Markets, Inc.
4.1	*	Indenture, dated as of January 12, 1999, between Nucor Corporation and The Bank of New York, as trustee.
4.2	*	Second Supplemental Indenture, dated as of October 1, 2002, between Nucor Corporation and The Bank of New York, as trustee.
4.3	*	Exchange and Registration Rights Agreement, dated as of October 1, 2002, by and among Nucor Corporation, Banc of America Securities LLC and Wachovia Securities, Inc.
4.4	*	Form of 4.875% Note due 2012 (included in Exhibit 4.2).
4.5	*	Rights Agreement, dated as of March 8, 2001, between Nucor Corporation and American Stock Transfer & Trust Co. (incorporated by reference to Exhibit 4 to Nucor’s Form 8-K filed March 9, 2001).
4.6	**	Multi-Year Revolving Credit Agreement, dated as of October 4, 2002, between Nucor Corporation and the Lenders named therein.
4.7	**	364-Day Revolving Credit Agreement, dated as of October 4, 2002, between Nucor Corporation and the Lenders named therein.

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Exhibit No.		Description of Exhibit
5.1	**	Opinion of Moore & Van Allen PLLC.
12.1	**	Statement regarding calculation of earnings to fixed charges.
23.1	**	Consent of Moore & Van Allen PLLC (included in Exhibit 5.1).
23.2	**	Consent of PricewaterhouseCoopers LLP.
24.1	*	Power of Attorney for the directors and officers of Nucor Corporation.
25.1	*	Statement of Eligibility of Trustee on Form T-1.
99.1	**	Form of Letter of Transmittal.
99.2	**	Form of Notice of Guaranteed Delivery.

* Previously filed.

** Filed concurrently with this amended registration statement.

Item 22. Undertakings

A. Rule 415 Offering

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

B. Subsequent Documents Incorporated By Reference

The undersigned registrant hereby undertakes that, for the purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C. Indemnification of Officers, Directors and Controlling Persons

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant

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has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person of the registrant in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

D. Information Requests

The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. The undertaking above includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charlotte, State of North Carolina on this 28th day of February 2003.

NUCOR CORPORATION
By:	/s/    TERRY S. LISENBY
	Terry S. Lisenby Chief Financial Officer, Treasurer and Executive Vice President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on behalf of the registrant in the capacities and on the dates indicated.

Name	Title	Date
/s/    PETER C. BROWNING*       Peter C. Browning	Non-executive Chairman	February 28, 2003
/s/    CLAYTON C. DALEY, JR.*         Clayton C. Daley, Jr.	Director	February 28, 2003
/s/    DANIEL R. DIMICCO*         Daniel R. DiMicco	Vice-Chairman, President and Chief Executive Officer	February 28, 2003
/s/    HARVEY B. GANTT*         Harvey B. Gantt	Director	February 28, 2003
/s/    VICTORIA F. HAYNES*         Victoria F. Haynes	Director	February 28, 2003
/s/    JAMES D. HLAVACEK*         James D. Hlavacek	Director	February 28, 2003
/s/    RAYMOND J. MILCHOVICH*         Raymond J. Milchovich	Director	February 28, 2003
/s/    THOMAS A. WALTERMIRE Thomas A. Waltermire	Director	February 28, 2003
/s/    TERRY S. LISENBY Terry S. Lisenby	Chief Financial Officer, Treasurer and Executive Vice President (Principal Financial and Accounting Officer)	February 28, 2003
* /s/    TERRY S. LISENBY By: Terry S. Lisenby Attorney-in-Fact

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EX-4.6

Exhibit 4.6

MULTI-YEAR REVOLVING CREDIT AGREEMENT

Dated as of October 4, 2002

among

NUCOR CORPORATION

as Borrower

THE LENDERS NAMED HEREIN

AND

WACHOVIA BANK, NATIONAL ASSOCIATION,

as Administrative Agent

BANK OF AMERICA, N.A.,

as Syndication Agent

BANK ONE, NA and CIBC WORLD MARKETS,

as Co-Documentation Agents

Arranged By:

WACHOVIA SECURITIES, INC.,

and

BANC OF AMERICA SECURITIES LLC,

as Co-Lead Arrangers and Joint Book Runners

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS

1.1	Definitions.	1
1.2	Computation of Time Periods and Dollar Equivalents.	15
1.3	Accounting Terms.	15
1.4	Exchange Rates; Currency Equivalents.	15
1.5	Redenomination of Certain Available Foreign Currencies.	16

ARTICLE II

CREDIT FACILITIES

2.1	Revolving Loans.	16
2.2	Competitive Loan Subfacility.	18
2.3	Letter of Credit Subfacility.	21

ARTICLE III

OTHER PROVISIONS RELATING TO CREDIT FACILITIES

3.1	Default Rate.	25
3.2	Extension and Conversion.	25
3.3	Prepayments.	26
3.4	Termination and Reduction of Commitments.	26
3.5	Fees.	27
3.6	LIBOR Reserve Compensation.	28
3.7	Capital Adequacy.	28
3.8	Unavailability.	29
3.9	Illegality.	29
3.10	Requirements of Law.	30
3.11	Inability To Determine Interest Rate.	31
3.12	Replacement of Lenders.	32
3.13	Taxes.	32
3.14	Indemnity.	34
3.15	Pro Rata Treatment.	35
3.16	Sharing of Payments.	36
3.17	Payments, Computations, Etc.	37
3.18	Obligation of Lenders to Mitigate.	39
3.19	Evidence of Debt.	39
3.20	Indemnification; Nature of Issuing Lender’s Duties.	40

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ARTICLE IV

CONDITIONS

4.1	Conditions to Closing.	41
4.2	Conditions to All Extensions of Credit.	43

ARTICLE V

REPRESENTATIONS AND WARRANTIES

5.1	Financial Condition.	44
5.2	Organization; Existence.	44
5.3	Power; Authorization; Enforceable Obligations.	45
5.4	Conflict.	45
5.5	No Material Litigation.	45
5.6	No Default.	45
5.7	Taxes.	46
5.8	ERISA	46
5.9	Governmental Regulations, Etc.	47
5.10	Purpose of Extensions of Credit.	47
5.11	Compliance with Laws; Contractual Obligations.	47
5.12	Accuracy and Completeness of Information.	47
5.13	Environmental Matters.	48

ARTICLE VI

AFFIRMATIVE COVENANTS

6.1	Financial Statements.	49
6.2	Certificates; Other Information.	50
6.3	Notices.	51
6.4	Maintenance of Existence and Compliance with Law.	51
6.5	Maintenance of Property; Insurance.	51
6.6	Inspection of Property; Books and Records; Discussions.	51
6.7	Consolidated Funded Debt to Total Capitalization Ratio.	52
6.8	Use of Proceeds.	52

ARTICLE VII

NEGATIVE COVENANTS

7.1	Funded Debt of Subsidiaries.	52
7.2	Negative Pledge.	52
7.3	Consolidation, Merger and Sale of Assets.	54
7.4	Transactions with Affiliates.	55
7.5	Permitted Investments.	55
7.6	Limitation on Certain Restrictions	55

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ARTICLE VIII

EVENTS OF DEFAULT

8.1	Events of Default.	55
8.2	Acceleration; Remedies.	57

ARTICLE IX

AGENCY PROVISIONS

9.1	Appointment.	58
9.2	Delegation of Duties.	59
9.3	Exculpatory Provisions.	59
9.4	Reliance on Communications.	59
9.5	Notice of Default.	60
9.6	Non-Reliance on Administrative Agent and Other Lenders.	60
9.7	Indemnification.	61
9.8	Administrative Agent in its Individual Capacity.	61
9.9	Successor Administrative Agent.	61
9.10	Other Agents, Arrangers and Book Runners.	62

ARTICLE X

MISCELLANEOUS

10.1	Notices.	62
10.2	Right of Set-Off.	63
10.3	Benefit of Agreement.	64
10.4	No Waiver; Remedies Cumulative.	66
10.5	Payment of Expenses, etc.	67
10.6	Amendments, Waivers and Consents.	67
10.7	Counterparts.	68
10.8	Headings.	69
10.9	Survival.	69
10.10	Governing Law; Submission to Jurisdiction; Venue.	69
10.11	Confidentiality.	70
10.12	Severability.	70
10.13	Entirety.	70
10.14	Binding Effect; Termination.	71
10.15	Judgment Currency.	71

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SCHEDULES

Schedule 1.1(a)	Form of Account Designation Letter
Schedule 1.1(b)	Joint Ventures
Schedule 2.1(a)	Schedule of Lenders and Commitments
Schedule 2.1(b)(i)	Form of Notice of Borrowing
Schedule 2.1(e)	Form of Revolving Note
Schedule 2.2(b)-1	Form of Competitive Bid Request
Schedule 2.2(b)-2	Form of Notice of Receipt of Competitive Bid Request
Schedule 2.2(c)	Form of Competitive Bid
Schedule 2.2(e)	Form of Competitive Bid Accept/Reject Letter
Schedule 3.2	Form of Notice of Extension/Conversion
Schedule 3.17(b)	Place of Payments
Schedule 4.1(c)(v)	Secretary’s Certificate
Schedule 5.5	Description of Legal Proceedings
Schedule 5.7	Taxes
Schedule 5.13	Environmental Matters
Schedule 6.2(a)	Form of Officer’s Compliance Certificate
Schedule 7.1	Subsidiary Funded Debt
Schedule 7.2	Liens
Schedule 10.1	Notices
Schedule 10.3(b)	Form of Assignment and Acceptance

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MULTI-YEAR REVOLVING CREDIT AGREEMENT

THIS MULTI-YEAR REVOLVING CREDIT AGREEMENT dated as of October 4, 2002 (the “Credit Agreement”), is by and among NUCOR CORPORATION, a Delaware corporation (the “Borrower”), the lenders named herein and such other lenders as may become a party hereto (the “Lenders”), WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”) and BANK OF AMERICA, N.A., as Syndication Agent (in such capacity, the “Syndication Agent”).

W I T N E S S E T H

WHEREAS, the Borrower has requested that the Lenders provide a $300 million revolving credit facility for the purposes hereinafter set forth; and

WHEREAS, the Lenders have agreed to make the requested credit facility available to the Borrower on the terms and conditions hereinafter set forth;

NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions.

As used in this Credit Agreement, the following terms shall have the meanings specified below unless the context otherwise requires:

“Account Designation Letter” means the Notice of Account Designation Letter dated the date hereof from the Borrower to the Administrative Agent in substantially the form attached hereto as Schedule 1.1(a).

“Administrative Agent” shall have the meaning assigned to such term in the heading hereof, together with any successors or assigns.

“Administrative Agent’s Fees” shall have the meaning assigned to such term in Section 3.5(e).

“Administrative Agent’s Fee Letter” means that certain letter agreement, dated as of July 17, 2002, between the Administrative Agent and the Borrower, as amended, modified, supplemented or replaced from time to time.

“Affected Lender” means such term as defined in Section 3.9(a).

“Affiliate” means as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this

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definition, a Person shall be deemed to be “controlled by” a Person if such Person possesses, directly or indirectly, power either (a) to vote 10% or more of the securities having ordinary voting power for the election of directors of such Person or (b) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

“Agents” means the Administrative Agent and Syndication Agent.

“Aggregate Commitment” means, for any Utilization Period, the sum of the Aggregate Revolving Committed Amount under this Agreement and the aggregate amount of revolving commitments under the 364-Day Credit Agreement.

“Aggregate Revolving Committed Amount” means the aggregate amount of Revolving Commitments in effect from time to time, being initially THREE HUNDRED MILLION DOLLARS ($300,000,000).

“Applicable Percentage” means for any day, the rate per annum set forth below opposite the applicable rating for the Borrower’s senior unsecured (non-credit enhanced) long term debt then in effect, it being understood that the Applicable Percentage for (i) Base Rate Loans shall be the percentage set forth under the appropriate column “Base Rate Margin” based on the Utilization, (ii) LIBOR Loans shall be the percentage set forth under the appropriate column “LIBOR Margin” based on the Utilization, (iii) the Facility Fee shall be the percentage set forth under the column “Facility Fee,” and (iv) the Letter of Credit Fee shall be the percentage set forth under the column “LIBOR Margin” based on the Utilization:

Pricing Level	Rating (S&P/ Moody’s)	Base Rate  Margin		LIBOR  Margin	Base Rate  Margin	LIBOR  Margin	Facility Fee
		Utilization <50%			Utilization ³50%
I	AA-/Aa3 or above	0		.14%	.05%	.19%	.06%
II	A+/A1	0		.17%	.05%	.22%	.08%
III	A/A2	0		.30%	.075%	.375%	.10%
IV	A-/A3	0		.38%	.075%	.455%	.12%
V	BBB+/Baa1 or lower	0.025	%	.575%	.125%	.675%	.20%

The numerical classification set forth under the column “Pricing Level” shall be established based on the better of ratings by S&P and Moody’s for the Borrower’s senior unsecured (non-credit enhanced) long term debt, provided that such ratings are not more than one Pricing Level apart; and at the Pricing Level immediately above the lower of the ratings by S&P and Moody’s in the event the ratings are more than one Pricing Level apart. The Applicable Percentage shall be determined and adjusted quarterly on the date five (5) Business Days after the end of each calendar quarter (each a “Rate Determination Date”) based on the debt rating in effect on the last day of the preceding calendar quarter and shall be effective until the next Rate Determination

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Date. Adjustments in the Applicable Percentage shall be effective as to all Loans, existing and prospective, from the date of adjustment. The Administrative Agent shall promptly notify the Lenders of changes in the Applicable Percentage.

“Attributed Principal Amount” means (i) in the case of Capital Leases, the amount of capital lease obligations determined in accordance with GAAP, (ii) in the case of Synthetic Leases, an amount determined by capitalization of the remaining lease payments thereunder as if it were a Capital Lease determined in accordance with GAAP, and (iii) in the case of Securitization Transactions, the outstanding principal amount of such financing, after taking into account and making appropriate adjustments, determined by the Administrative Agent in its reasonable judgment.

“Available Foreign Currency” means (i) Euros, Canadian Dollars, British Pounds Sterling, Swiss Francs and Japanese Yen and (ii) any other freely available currency which is freely transferable and freely convertible into Dollars and in which dealings in deposits are carried on in the London interbank market, which shall be requested by the Borrower and approved by each Lender.

“Average Outstanding Loans” means, for any Utilization Period, the sum of the aggregate principal amount of Obligations outstanding under this Agreement and loans and letter of credit obligations outstanding under the 364-Day Credit Agreement as of the end of each day during such Utilization Period, divided by the number of days in such Utilization Period.

“Bank Secrecy Act” means 31 U.S.C. §§ 5311 et seq., as amended from time to time, and any successor statute, and all rules and regulations from time to time promulgated thereunder.

“Base Rate” means, for any day, the rate per annum (rounded upwards, if necessary, to the nearest whole multiple of 1/100 of 1%) equal to the greater of (a) the Federal Funds Rate in effect on such day plus ½ of 1% or (b) the Prime Rate in effect on such day. If for any reason the Administrative Agent shall have reasonably determined (which determination shall be conclusive absent manifest error) that it is unable after due inquiry to ascertain the Federal Funds Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms hereof, the Base Rate shall be determined without regard to clause (a) of the first sentence of this definition until the circumstances giving rise to such inability no longer exist. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Rate shall be effective on the effective date of such change in the Prime Rate or the Federal Funds Rate, respectively.

“Base Rate Loan” means any Loan bearing interest at a rate determined by reference to the Base Rate.

“Borrower” means Nucor Corporation, a Delaware corporation, as referenced in the opening paragraph, its successors and permitted assigns.

“Business Day” means any day other than a Saturday, Sunday or legal holiday on which commercial banks are open for business in Charlotte, North Carolina and New York, New York; except that when used in connection with a LIBOR Loan, such day shall also be a day on which dealings between banks are carried on in London, England in deposits of Dollars or Available

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Foreign Currencies, as applicable. “Business Day” shall also exclude any day on which banks are closed for dealings when used in connection with Foreign Currency Loans. “Business Day” shall also exclude any day on which banks are not open for foreign exchange dealings between banks in the exchange of the home country of such foreign currency.

“Capital Lease” means, as applied to any Person, any lease of any Property (whether real, personal or mixed) by that Person as lessee which, in accordance with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person.

“Code” means the Internal Revenue Code of 1986, as amended, and any successor statute thereto, as interpreted by the rules and regulations issued thereunder, in each case as in effect from time to time. References to sections of the Code shall be construed also to refer to any successor sections.

“Commitment” means the Revolving Commitment, including the LOC Commitment, as a subfacility thereof.

“Commitment Period” means the period from and including the Effective Date to but not including the earlier of (i) the Termination Date, or (ii) the date on which the Commitments terminate in accordance with the provisions of this Credit Agreement.

“Committed Obligations” means Revolving Loans, including the LOC Obligations, as a subfacility of the Revolving Loans.

“Competitive Bid” means an offer by a Lender to make a Competitive Loan pursuant to the terms of Section 2.2.

“Competitive Bid Rate” means, as to any Competitive Bid made by a Lender in accordance with the provisions of Section 2.2, the fixed rate of interest offered by the Lender making the Competitive Bid.

“Competitive Bid Request” means a request by the Borrower for Competitive Bids in accordance with the provisions of Section 2.2(b).

“Competitive Bid Request Fee” means such fee, if any, agreed upon by the Borrower and the Administrative Agent payable in connection with each Competitive Bid Request.

“Competitive Bid Request Fee Letter” means that certain letter agreement, dated as of October 4, 2002, between the Administrative Agent and the Borrower, as amended, modified, supplemented or replaced from time to time.

“Competitive Loan” means a loan made by a Lender in its discretion pursuant to the provisions of Section 2.2.

“Competitive Loan Lenders” means, at any time, those Lenders which have Competitive Loans outstanding.

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“Competitive Loan Maximum Amount” shall have the meaning assigned to such term in Section 2.2(a).

“Consolidated Funded Debt” means Funded Debt of the Borrower and its subsidiaries on a consolidated basis in accordance with GAAP.

“Consolidated Funded Debt to Total Capitalization Ratio” means the ratio of Consolidated Funded Debt to Consolidated Total Capitalization.

“Consolidated Group” means the Borrower and its consolidated subsidiaries as determined in accordance with GAAP.

“Consolidated Net Worth” means shareholders’ equity or net worth of the Borrower and its subsidiaries on a consolidated basis determined in accordance with GAAP.

“Consolidated Total Capitalization” means the sum of Consolidated Funded Debt plus Consolidated Net Worth.

“Credit Documents” means a collective reference to this Credit Agreement, the Notes, the Administrative Agent’s Fee Letter, the Competitive Bid Request Fee Letter, the LOC Documents and all other related agreements and documents issued or delivered hereunder or thereunder or pursuant hereto or thereto.

“Default” means any event, act or condition which with notice or lapse of time, or both, would constitute an Event of Default.

“Defaulting Lender” means, at any time, any Lender that, at such time, (i) has failed to make a Loan or fund a participation interest required pursuant to the terms of this Credit Agreement, (ii) has failed to pay to the Administrative Agent or any Lender an amount owed by such Lender pursuant to the terms of the Credit Agreement or any other of the Credit Documents, or (iii) has been deemed insolvent or has become subject to a bankruptcy or insolvency proceeding or to a receiver, trustee or similar proceeding.

“Determination Date” means with respect to any Extension of Credit:

(a) in connection with the origination of any new Extension of Credit, the Business Day which is the earliest of the date such credit is extended, the date the rate is set or the date the bid is accepted, as applicable;

(b) in connection with any extension or conversion or continuation of an existing Loan, the last Business Day of each month or the Business Day which is the earlier of the date such advance is extended, converted or continued, or the date the rate is set, as applicable, in connection with any extension, conversion or continuation;

(c) in connection with any extension of an existing Letter of Credit, the last Business Day of each month or the Business Day which is the earlier of the date such Letter of Credit is extended; or

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(d) the date of any reduction of the Revolving Committed Amount pursuant to the terms of Section 3.4; and

in addition to the foregoing, an additional date each month to be determined by the Administrative Agent. For purposes of determining availability hereunder, the rate of exchange for Available Foreign Currency shall be the Spot Rate.

“Dollar Amount” means (a) with respect to Dollars or an amount denominated in Dollars, such amount and (b) with respect to an amount of any Foreign Currency or an amount denominated in such Foreign Currency, the Dollar Equivalent of such amount on the applicable date contemplated in this Credit Agreement.

“Dollar Equivalent” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Foreign Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date and inclusive of all reasonable related costs of conversion, if any, that are actually incurred) for the purchase of Dollars with such Foreign Currency.

“Dollars” and “$” means dollars in lawful currency of the United States of America.

“Effective Date” means the date hereof.

“EMU” means Economic and Monetary Union as contemplated in the Treaty on European Union.

“EMU Legislation” means legislative measures of the European Council (including without limitation European Council regulations) for the introduction of, changeover to or operation of a single or unified European currency (whether known as the Euro or otherwise), being in part the implementation of the third stage of EMU.

“Environmental Laws” means any and all applicable foreign, federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements or any Governmental Authority or other Requirement of Law regulating, relating to or imposing liability or standards of conduct concerning protection of human health or the environment, as now or may at any time be in effect during the term of this Credit Agreement.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute thereto, as interpreted by the rules and regulations thereunder, all as the same may be in effect from time to time. References to sections of ERISA shall be construed also to refer to any successor sections.

“ERISA Affiliate” means an entity, whether or not incorporated, which is under common control with the Borrower within the meaning of Section 4001(a)(14) of ERISA, or is a member of a group which includes the Borrower and which is treated as a single employer under Sections 414(b) or (c) of the Code.

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“ERISA Event” means (i) with respect to any Single Employer Plan or Multiple Employer Plan, the occurrence of a Reportable Event; (ii) the withdrawal by the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate from a Multiple Employer Plan during a plan year in which it was a substantial employer (as such term is defined in Section 4001(a)(2) of ERISA), or the termination of a Multiple Employer Plan; (iii) the distribution of a notice of intent to terminate or the actual termination of a Plan pursuant to Section 4041(a)(2) or 4041A of ERISA; (iv) the institution of proceedings to terminate or the actual termination of a Plan by the PBGC under Section 4042 of ERISA; (v) any event or condition which could reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan; (vi) the complete or partial withdrawal of the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate from a Multiemployer Plan or the receipt by the Borrower, any Subsidiary or any ERISA Affiliate that a Multiemployer Plan is in reorganization; (vii) the conditions for imposition of a lien under Section 302(f) of ERISA exist with respect to any Plan; or (vii) the adoption of an amendment to any Plan requiring the provision of security to such Plan pursuant to Section 307 of ERISA.

“Euro” means the single currency of Participating Member States of the European Union.

“Euro Unit” means the currency unit of the Euro.

“Event of Default” means such term as defined in Section 8.1.

“Extension of Credit” means, as to any Lender, the making of a Loan by such Lender or the issuance of, or participation in, a Letter of Credit by such Lender.

“Fees” means all fees payable pursuant to Section 3.5.

“Federal Funds Rate” means, for any day, the rate of interest per annum (rounded upwards, if necessary, to the nearest whole multiple of 1/100 of 1%) 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 on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided that (A) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day and (B) if no such rate is so published on such next preceding Business Day, the Federal Funds Rate for such day shall be the average rate quoted to the Administrative Agent on such day on such transactions as reasonably determined by the Administrative Agent.

“Foreign Currency” means Available Foreign Currency.

“Foreign Currencies Committed Amount” shall have the meaning assigned to such term in Section 2.1(a).

“Foreign Currency Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Available Foreign Currency as determined by the Administrative Agent at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Available Foreign Currency with Dollars.

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“Foreign Currency Loan” means any Loan denominated in an Available Foreign Currency.

“Funded Debt” means, with respect to any Person, without duplication, (i) all indebtedness for borrowed money, (ii) all obligations evidenced by bonds, debentures, notes or similar instruments, or upon which interest payments are customarily made, (iii) all obligations to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business, (iv) the Attributed Principal Amount of Capital Leases, Securitization Transactions and Synthetic Leases, (v) all Funded Debt of any partnership or joint venture, but only to the extent (A) of recourse to such Person for payment thereof or (B) that, for purposes of Section 6.7 hereof, such Funded Debt of such partnership or joint venture is consolidated, in accordance with GAAP, in the financial statements of the Consolidated Group, (vi) the maximum amount of standby letters of credit issued or bankers’ acceptance facilities created for the account of such Person, and (vii) Support Obligations in respect of Funded Debt of another Person in connection with, related to or supporting Funded Debt or issued as performance-based letters of credit (other than trade letters of credit).

“GAAP” means generally accepted accounting principles in the United States applied on a consistent basis and subject to the terms of Section 1.3 hereof.

“Government Acts” has the meaning set forth in Section 3.20.

“Governmental Authority” means any Federal, state, local or foreign court or governmental agency, authority, commission, instrumentality or regulatory body.

“Interest Payment Date” means (i) as to any Base Rate Loan, the last day of each March, June, September and December, the date of repayment of principal of such Loan and the Termination Date and (ii) as to any LIBOR Loan or Competitive Loan, the last day of each Interest Period for such Loan, the date of repayment of principal of such Loan and on the Termination Date, and in addition where the applicable Interest Period is more than three months, then also on the date three months from the beginning of the Interest Period, and each three months thereafter. If an Interest Payment Date falls on a date which is not a Business Day, such Interest Payment Date shall be deemed to be the next succeeding Business Day, except that in the case of LIBOR Loans where the next succeeding Business Day falls in the next succeeding calendar month, then on the next preceding Business Day.

“Interest Period” means, (i) as to any LIBOR Loan, a period of one, two, three or six month’s duration, as the Borrower may elect, commencing in each case, on the date of the borrowing (including conversions, extensions and renewals) and (ii) as to any Competitive Loan, a period of not less than 7 nor more than 180 days’ duration, as the Borrower may request and the Competitive Lender may agree in accordance with the provisions of Section 2.2; provided, however, (A) if any Interest Period would end on a day which is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day (except that in the case of LIBOR Loans where the next succeeding Business Day falls in the next succeeding calendar month, then on the next preceding Business Day), (B) no Interest Period shall extend beyond the Termination Date, and (C) in the case of LIBOR Loans, where an Interest Period begins on a day

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for which there is no numerically corresponding day in the calendar month in which the Interest Period is to end, such Interest Period shall end on the last day of such calendar month.

“Investment” means all investments, in cash or by delivery of property made, directly or indirectly in, to or from any Person, whether by acquisition of shares of capital stock or other equity interest, property, assets, indebtedness or other obligations or securities or by loan advance, capital contribution or otherwise.

“Issuing Lender” means Wachovia and, solely with respect to existing letters of credit that become Letters of Credit under this Agreement pursuant to the last sentence of Section 2.3(a) hereof, Bank of America, N.A.

“Issuing Lender Fees” has the meaning set forth in Section 3.5(d).

“Joint Ventures” means (i) those entities listed on Schedule 1.1(b) and (ii) any other non-public Subsidiaries in which the Borrower, directly or indirectly, owns and controls less than 80% of the capital stock or other equity interest having ordinary voting power to elect directors or other managers of such Subsidiary and where the remaining ownership and control of such Subsidiary is held by an independent entity with whom the Borrower, or one of its Subsidiaries, is engaged in a business venture.

“Lenders” means each of the Persons identified as a “Lender” on the signature pages hereto, and their successors and assigns.

“Letters of Credit” means the letters of credit issued by the Issuing Lender pursuant to the terms hereof, as such Letters of Credit may be amended, restated, modified, extended, renewed or replaced from time to time.

“Letter of Credit Fee” shall have the meaning set forth in Section 3.5(c).

“LIBOR Loan” means any Loan bearing interest at a rate determined by reference to the LIBOR Rate.

“LIBOR Rate” means, for any LIBOR Loan for any Interest Period therefor, the rate per annum (rounded upwards, if necessary, to the nearest 1/100th of 1%) appearing on Telerate Page 3750 (or any successor or equivalent page) as the London interbank offered rate for deposits in Dollars or applicable Available Foreign Currency, as appropriate, at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period. If for any reason such rate is not available, the term “LIBOR Rate” shall mean, for any LIBOR Loan for any Interest Period therefor, the rate per annum (rounded upwards, if necessary, to the nearest 1/100th of 1%) appearing on Reuters Screen LIBO Page as the London interbank offered rate for deposits in Dollars or applicable Available Foreign Currency, as appropriate, at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period; provided, however, if more than one rate is specified on Reuters Screen LIBO Page, the applicable rate shall be the arithmetic mean of all such rates.

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“LIBOR Reserve Percentage” means for any day, that percentage (expressed as a decimal) which is in effect from time to time under Regulation D of the Board of Governors of the Federal Reserve System (or other applicable authority or any successor thereof), as such regulation may be amended from time to time or any successor regulation, as the maximum reserve requirement (including, without limitation, any basic, supplemental, emergency, special, or marginal reserves) applicable with respect to eurocurrency liabilities as that term is defined in Regulation D (or against any other category of liabilities that includes deposits by reference to which the interest rate of LIBOR Loans is determined), whether or not Lender has any eurocurrency liabilities subject to such reserve requirement at that time. LIBOR Loans shall be deemed to constitute eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefits of credits for proration, exceptions or offsets that may be available from time to time to a Lender. The LIBOR Rate shall be adjusted automatically on and as of the effective date of any change in the LIBOR Reserve Percentage.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, security interest, encumbrance, lien (statutory or otherwise), preference, priority or charge of any kind (including any conditional sale or other title retention agreement, any financing or similar statement or notice filed under the Uniform Commercial Code as adopted and in effect in the relevant jurisdiction or other similar recording or notice statute, and any lease in the nature thereof).

“Loan” or “Loans” means the Revolving Loans and/or Competitive Loans.

“LOC Commitment” means, with respect to the Issuing Lender, the commitment to issue Letters of Credit and, with respect to each Lender, the commitment of such Lender to purchase participation interests in the Letters of Credit up to such Lender’s LOC Committed Amount.

“LOC Committed Amount” shall have the meaning provided in Section 2.3(a).

“LOC Documents” means, with respect to any Letter of Credit, such Letter of Credit, any amendments thereto, any documents delivered in connection therewith, any application therefor, and any agreements, instruments, guarantees or other documents (whether general in application or applicable only to such Letter of Credit) governing or providing for (i) the rights and obligations of the parties concerned or (ii) any collateral security for such obligations.

“LOC Obligations” shall mean, at any time, the sum of (i) the maximum amount which is, or at any time thereafter may become, available to be drawn under Letters of Credit then outstanding, assuming compliance with all requirements for drawings referred to in such Letters of Credit plus (ii) the aggregate amount of all drawings under Letters of Credit honored by the Issuing Lender but not theretofore reimbursed.

“Mandatory Borrowing” has the meaning set forth in Section 2.3(e).

“Material Adverse Effect” means a material adverse effect on the business, operations, property or financial condition of the Borrower and its Subsidiaries taken as a whole.

“Materials of Environmental Concern” shall mean any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products or any hazardous or toxic substances,

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materials, or wastes, defined or regulated as such in or under any Environmental Law, including, without limitation, asbestos, polychlorinated biphenyls and urea-formaldehyde insulation.

“Moody’s” means Moody’s Investors Service, Inc., or any successor or assignee of the business of such company in the business of rating securities.

“Multiemployer Plan” means a Plan which is a multiemployer plan as defined in Sections 3(37) or 4001(a)(3) of ERISA.

“Multiple Employer Plan” means a Plan which the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate and at least one employer other than the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate are contributing sponsors.

“National Currency Unit” means a fraction or multiple of one Euro Unit expressed in units of the former national currency of a Participating Member State.

“Non-Excluded Taxes” means such term as is defined in Section 3.13.

“Note” or “Notes” means any Revolving Note.

“Notice of Borrowing” means a written notice of borrowing in substantially the form of Schedule 2.1(b)(i), as required by Section 2.1(b)(i).

“Notice of Extension/Conversion” means the written notice of extension or conversion in substantially the form of Schedule 3.2, as required by Section 3.2.

“Obligations” means the Loans and LOC Obligations.

“Participating Member State” means each country so described in any EMU Legislation.

“Participation Interest” means the purchase by a Lender of a participation in Loans as provided in Section 3.16 or in Letters of Credit as provided in Section 2.3.

“PBGC” means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA and any successor thereof.

“Person” means any individual, partnership, joint venture, firm, corporation, limited liability company, association, trust or other enterprise (whether or not incorporated) or any Governmental Authority.

“Plan” means any employee benefit plan (as defined in Section 3(3) of ERISA) which is covered by ERISA and with respect to which the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” within the meaning of Section 3(5) of ERISA.

“Prime Rate” means the rate of interest per annum publicly announced from time to time by Wachovia as its prime rate in effect at its principal office in Charlotte, North Carolina, with each change in the Prime Rate being effective on the date such change is publicly announced as

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effective (it being understood and agreed that the Prime Rate is a reference rate used by Wachovia in determining interest rates on certain loans and is not intended to be the lowest rate of interest charged on any extension of credit by Wachovia to any debtor).

“Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

“Proposed Lender” means such term as defined in Section 3.12.

“Register” shall have the meaning given such term in Section 10.3(c).

“Regulation T, U or X” means Regulation T, U or X, respectively, of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the notice requirement has been waived by regulation.

“Requesting Lender” shall have the meaning assigned to such term in Section 3.12.

“Required Lenders” means, at any time, Lenders having more than fifty percent (50%) of the Commitments, or if the Commitments have been terminated, Lenders having more than fifty percent (50%) of the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of Obligations outstanding (taking into account in each case Participation Interests or obligation to participate therein); provided that the Commitments of, and outstanding principal Dollar Amount (determined as of the most recent Determination Date) of Obligations (taking into account Participation Interests therein) owing to, a Defaulting Lender shall be excluded for purposes hereof in making a determination of Required Lenders.

“Requirement of Law” means, as to any Person, the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law (whether statutory or common), treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or to which any of its property is subject.

“Responsible Officer” means the Chief Executive Officer, President, Chief Financial Officer, the Controller, any Vice President and the Treasurer of the Borrower.

“Revaluation Date” means each of the following: (a) each date of a making of a LIBOR Loan denominated in an Available Foreign Currency, (b) each date of a continuation of a LIBOR Loan denominated in an Available Foreign Currency; (c) each date of issuance of a Letter of Credit denominated in an Available Foreign Currency, (d) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof, and (e) such additional dates as the Administrative Agent or the Required Lenders shall specify.

“Revolving Commitment” means, with respect to each Lender, the commitment of such Lender to make Revolving Loans in an aggregate principal Dollar Amount at any time outstanding of up to such Lender’s Revolving Committed Amount as specified in Schedule

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2.1(a), as such amount may be reduced from time to time in accordance with the provisions hereof.

“Revolving Commitment Percentage” means, for each Lender, a fraction (expressed as a decimal) the numerator of which is the Revolving Commitment of such Lender at such time and the denominator of which is the Aggregate Revolving Committed Amount at such time. The initial Revolving Commitment Percentages are set out on Schedule 2.1(a).

“Revolving Committed Amount” means, collectively, the aggregate amount of all of the Revolving Commitments and, individually, the amount of each Lender’s Revolving Commitment as specified in Schedule 2.1(a).

“Revolving Loans” shall have the meaning assigned to such term in Section 2.1(a).

“Revolving Note” or “Revolving Notes” means the promissory notes of the Borrower in favor of each of the Lenders evidencing the Revolving Loans and Competitive Loans in substantially the form attached as Schedule 2.1(e), individually or collectively, as appropriate, as such promissory notes may be amended, modified, supplemented, extended, renewed or replaced from time to time.

“S&P” means Standard & Poor’s Ratings Group, a division of McGraw Hill, Inc., or any successor or assignee of the business of such division in the business of rating securities.

“Securitization Transaction” means any financing transaction or series of financing transactions pursuant to which a member of the Consolidated Group may sell, convey or otherwise transfer, or grant a security interest in, accounts, payment receivables, rights to future lease payments or residuals or similar rights to payment (the “securitization receivables”) to a special purpose subsidiary or affiliate (a “securitization subsidiary”) or any other Person.

“Single Employer Plan” means any Plan which is covered by Title IV of ERISA, but which is not a Multiemployer Plan or a Multiple Employer Plan.

“Spot Rate” means the rate quoted by Wachovia as the spot rate for the applicable currency for the purchase by Wachovia of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m., Charlotte, North Carolina time, on the date two Business Days prior to the date as of which the foreign exchange computation is made.

“Subsidiary” means, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power to elect a majority of the directors or other managers of such corporation, partnership, limited liability company or other entity (irrespective of whether or not at the time, any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) are at the time owned by such Person directly or indirectly through Subsidiaries. Unless otherwise identified, “Subsidiary” or “Subsidiaries” shall mean Subsidiaries of the Borrower.

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“Support Obligations” means, with respect to any Person, without duplication, any obligations of such Person (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection) guaranteeing or intended to guarantee any indebtedness of any other Person in any manner, whether direct or indirect, and including without limitation any obligation, whether or not contingent, (i) to purchase any such indebtedness or any Property constituting security therefor, (ii) to advance or provide funds or other support for the payment or purchase of any such indebtedness or to maintain working capital, solvency or other balance sheet condition of such other Person (including without limitation keep well agreements, maintenance agreements, comfort letters or similar agreements or arrangements) for the benefit of any holder of indebtedness of such other Person, (iii) to lease or purchase Property, securities or services primarily for the purpose of assuring the holder of such indebtedness, or (iv) to otherwise assure or hold harmless the holder of such indebtedness against loss in respect thereof. The amount of any Support Obligation hereunder shall (subject to any limitations set forth therein) be deemed to be an amount equal to the outstanding principal amount (or maximum principal amount, if larger) of the indebtedness in respect of which such Support Obligation is made.

“Syndication Agent” shall have the meaning assigned to such term in the heading hereof, together with any successors or assigns.

“Synthetic Lease” means any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product where the transaction is considered borrowed money indebtedness for tax purposes, but is classified as a operating lease under GAAP.

“TARGET” means the Trans-European Automated Real-time Gross settlement Express Transfer system.

“TARGET Business Day” means a day when TARGET is scheduled to be open for business.

“Termination Date” means, as to each Lender, the fifth anniversary of the Effective Date, or if extended with the written consent of such Lender, such later date as to which the Termination Date may be extended.

“Treaty on European Union” means the Treaty of Rome of March 25, 1957, as amended by the Single European Act 1986 and the Maastricht Treaty (which was signed at Maastricht on February 1, 1992 and came into force on November 1, 1993), as amended from time to time.

“Utilization” means, for any Utilization Period, the percentage obtained by dividing the Average Outstanding Loans by the average of the daily Aggregate Commitments.

“Utilization Period” means each calendar quarter, except that the initial Utilization Period shall commence on the Effective Date and end on December 31, 2002, and the final Utilization Period shall end on the Termination Date.

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“364-Day Credit Agreement” means that 364-Day Credit Agreement dated as of the date hereof, as amended and modified, among the Borrower, the Lenders identified therein and Wachovia, as Administrative Agent.

“Wachovia” means Wachovia Bank, National Association and its successors.

1.2 Computation of Time Periods and Dollar Equivalents.

For purposes of computation of periods of time hereunder, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding.”

References herein to minimum Dollar Amounts and integral multiples stated in Dollars, where they shall also be applicable to Foreign Currency, shall be deemed to refer to approximate Foreign Currency Equivalents.

1.3 Accounting Terms.

Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall be prepared, in accordance with GAAP applied on a consistent basis. All calculations made for the purposes of determining compliance with this Credit Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent with the most recent annual or quarterly financial statements delivered pursuant to Section 6.1 hereof (or, prior to the delivery of the first financial statements pursuant to Section 6.1 hereof, consistent with the annual audited financial statements referenced in Section 5.1(i) hereof); provided, however, if (a) the Borrower shall object to determining such compliance on such basis at the time of delivery of such financial statements due to any change in GAAP or the rules promulgated with respect thereto or (b) the Administrative Agent or the Required Lenders shall so object in writing within 30 days after delivery of such financial statements, then such calculations shall be made on a basis consistent with the most recent financial statements delivered by the Borrower to the Lenders as to which no such objection shall have been made.

1.4 Exchange Rates; Currency Equivalents.

(a) The Administrative Agent shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Extensions of Credit and amounts outstanding hereunder denominated in Available Foreign Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrower hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency for purposes of the Credit Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent.

(b) Wherever in this Credit Agreement in connection with an Extension of Credit, conversion, continuation or prepayment of a Loan, an amount, such as a required

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minimum or multiple amount, is expressed in Dollars, but such Extension of Credit or Loan is denominated in an Available Foreign Currency, such amount shall be the relevant Foreign Currency Equivalent of such Dollar amount (rounded to the nearest 1,000 units of such Available Foreign Currency), as determined by the Administrative Agent.

1.5 Redenomination of Certain Available Foreign Currencies.

(a) Each obligation of the Borrower to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption (in accordance with the EMU Legislation). If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Extension of Credit in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Extension of Credit, at the end of the then current Interest Period.

(b) Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro.

ARTICLE II

CREDIT FACILITIES

2.1 Revolving Loans.

(a) Revolving Commitment. During the Commitment Period, subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans in Dollars and Available Foreign Currencies (the “Revolving Loans”) to the Borrower from time to time in the amount of such Lender’s Revolving Commitment Percentage of such Revolving Loans for the purposes hereinafter set forth; provided that (i) with regard to the Lenders collectively, the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of Obligations outstanding at any time shall not exceed the Aggregate Revolving Committed Amount, (ii) with regard to each Lender individually, the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of such Lender’s Revolving Commitment Percentage of Committed Obligations outstanding at any time shall not exceed such Lender’s Revolving Committed Amount, and (iii) the aggregate principal Dollar Amount (determined as of the

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most recent Determination Date) of Obligations in Available Foreign Currencies shall not at any time exceed TWO HUNDRED MILLION DOLLARS ($200,000,000) (the “Foreign Currencies Committed Amount”). Revolving Loans may consist of Base Rate Loans or LIBOR Loans, or a combination thereof, as the Borrower may request, and Revolving Loans denominated in Available Foreign Currencies shall consist solely of LIBOR Loans, and may be repaid and reborrowed in accordance with the provisions hereof.

(b) Revolving Loan Borrowings.

(i) Notice of Borrowing. The Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing) to the Administrative Agent not later than 11:00 A.M. (Charlotte, North Carolina time) on the Business Day of the requested borrowing in the case of Base Rate Loans denominated in Dollars, on the third Business Day prior to the date of the requested borrowing in the case of LIBOR Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of all Loans denominated in Available Foreign Currencies . Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the currency and aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Base Rate Loans, LIBOR Loans or a combination thereof, and if LIBOR Loans are requested, the Interest Period(s) therefor. If the Borrower shall fail to specify in any such Notice of Borrowing (I) an applicable Interest Period in the case of a LIBOR Loan, then such notice shall be deemed to be a request for an Interest Period of one month, or (II) the type of Revolving Loan requested, then such notice shall be deemed to be a request for a Base Rate Loan hereunder, in the case of Revolving Loans denominated in Dollars or a LIBOR Loan, in any other case. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing pursuant to this Section 2.1(b)(i), the contents thereof and each such Lender’s share of any borrowing to be made pursuant thereto.

(ii) Minimum Amounts. Each Revolving Loan shall be in a minimum aggregate principal Dollar Amount of $5,000,000, in the case of LIBOR Loans, or $1,000,000 (or the remaining Revolving Committed Amount, if less), in the case of Base Rate Loans, and integral multiples of $1,000,000 in excess thereof.

(iii) Advances. Each Lender will make its Revolving Commitment Percentage of each Revolving Loan borrowing available to the Administrative Agent for the account of the Borrower as specified in Section 3.17(b), or in such other manner as the Administrative Agent may specify in writing, by 12:00 noon (Charlotte, North Carolina time or local time where the deposit is to be made in Available Foreign Currency) on the date specified in the applicable Notice of Borrowing in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent by crediting the account designated by the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

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(c) Repayment. The principal amount of all Revolving Loans shall be due and payable in full on the earlier of the Termination Date or the date that the Obligations are accelerated pursuant to Section 8.2. Additionally, Revolving Loan payments may be due in part in accordance with Section 3.3(b).

(d) Interest. Subject to the provisions of Section 3.1:

(i) Base Rate Loans. During such periods as Revolving Loans shall comprise in whole or in part Base Rate Loans, such Base Rate Loans shall bear interest at a per annum rate equal to the Base Rate plus the Applicable Percentage;

(ii) LIBOR Loans. During such periods as Revolving Loans shall comprise in whole or in part LIBOR Loans, such LIBOR Loans shall bear interest at a per annum rate equal to the LIBOR Rate plus the Applicable Percentage.

Interest on Revolving Loans shall be payable in arrears on each applicable Interest Payment Date (or at such other times as may be specified herein).

(e) Revolving Notes. The Revolving Loans shall, at the option of each Lender, be evidenced by a duly executed Revolving Note in favor of each Lender in the form of Schedule 2.1(e) attached hereto.

(f) Maximum Number of LIBOR Loans. The Borrower will be limited to a maximum number of eight (8) LIBOR Loans outstanding at any time. For purposes hereof, LIBOR Loans with separate or different Interest Periods will be considered as separate LIBOR Loans even if their Interest Periods expire on the same date.

2.2 Competitive Loan Subfacility.

(a) Competitive Loans. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, the Borrower may, during the Commitment Period, request and each Lender may, in its sole discretion, agree to make, Competitive Loans in Dollars and Available Foreign Currencies to the Borrower; provided, however, that (i) the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of outstanding Competitive Loans shall not at any time exceed ONE HUNDRED FIFTY MILLION DOLLARS ($150,000,000) (the “Competitive Loan Maximum Amount”), and (ii) with regard to the Lenders collectively, the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of Obligations outstanding at any time shall not exceed the Aggregate Revolving Committed Amount. Each Competitive Loan shall be in an aggregate principal Dollar Amount not less than $5,000,000 and integral multiples of $1,000,000 in excess thereof (or the remaining portion of the Competitive Loan Maximum Amount, if less).

(b) Competitive Bid Requests. The Borrower may solicit Competitive Bids by delivery of a Competitive Bid Request substantially in the form of Schedule

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2.2(b)-1 to the Administrative Agent by 12:00 Noon (Charlotte, North Carolina time) on a Business Day not less than three (3) nor more than four (4) Business Days prior to the date of a requested Competitive Loan borrowing. A Competitive Bid Request shall specify (i) the date of the requested Competitive Loan borrowing (which shall be a Business Day), (ii) the currency and amount of the requested Competitive Loan borrowing and (iii) the applicable Interest Periods requested. The Administrative Agent shall, promptly following its receipt of a Competitive Bid Request under this subsection (b), notify the affected Lenders of its receipt and the contents thereof and invite the Lenders to submit Competitive Bids in response thereto. The form of such notice is provided in Schedule 2.2(b)-2. No more than three (3) Competitive Bid Requests (i.e., the Borrower may request Competitive Bids for no more than three (3) different Interest Periods at any one time) shall be submitted at any one time and Competitive Bid Requests may be made no more frequently than once every five (5) Business Days.

(c) Competitive Bid Procedure. Each Lender may, in its sole discretion, make one or more Competitive Bids to the Borrower in response to a Competitive Bid Request. Each Competitive Bid must be received by the Administrative Agent not later than 10:00 A.M. (Charlotte, North Carolina time) on the Business Day next succeeding the date of receipt by the Administrative Agent of the related Competitive Bid Request. A Lender may offer to make all or part of the requested Competitive Loan borrowing and may submit multiple Competitive Bids in response to a Competitive Bid Request. The Competitive Bid shall specify (i) the particular Competitive Bid Request as to which the Competitive Bid is submitted, (ii) the currency and the minimum (which shall be not less than $1,000,000 and integral multiples of $500,000 in excess thereof) and maximum principal Dollar Amounts of the requested Competitive Loan or Loans as to which the Lender is willing to make, and (iii) the applicable interest rate or rates and Interest Period or Periods therefor. The form of such Competitive Bid is provided in Schedule 2.2(c). A Competitive Bid submitted by a Lender in accordance with the provisions hereof shall be irrevocable. The Administrative Agent shall promptly notify, but in no event later than 10:30 A.M. (Charlotte, North Carolina time), the Borrower of all Competitive Bids made and the terms thereof. The Administrative Agent shall send a copy of each of the Competitive Bids to the Borrower for its records as soon as practicable (and in any event within two (2) Business Days following receipt of the bids).

(d) Submission of Competitive Bids by Agent. If the Administrative Agent, in its capacity as a Lender, elects to submit a Competitive Bid in response to any Competitive Bid Request, it shall submit such Competitive Bid directly to the Borrower one-half of an hour earlier than the latest time at which the other Lenders are required to submit their Competitive Bids to the Administrative Agent in response to such Competitive Bid Request pursuant to subsection (c) above.

(e) Acceptance of Competitive Bids. The Borrower may, in its sole and absolute discretion, subject only to the provisions of this subsection (e), accept or refuse

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any Competitive Bid offered to it. To accept a Competitive Bid, the Borrower shall give telephone notification, which shall be binding, by 11:30 A.M. (Charlotte, North Carolina time) and confirmed with written notification substantially in the form of Schedule 2.2(e) of its acceptance of any or all such Competitive Bids to the Administrative Agent by 1:30 P.M. (Charlotte, North Carolina time) on the latest date on which notice of election to make a Competitive Bid is to be given to the Administrative Agent by the Lenders; provided, however, (i) the failure by the Borrower to give timely notice of its acceptance of a Competitive Bid shall be deemed to be a refusal thereof, (ii) the Borrower may accept Competitive Bids within any one Interest Period only in ascending order of rates, (iii) the aggregate amount of Competitive Bids accepted by the Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (iv) the Borrower may accept a portion of a Competitive Bid in the event, and to the extent, acceptance of the entire amount thereof would cause the Borrower to exceed the principal amount specified in the Competitive Bid Request, subject however to the minimum amounts provided herein (and provided that where two or more Lenders submit such a Competitive Bid at the same Competitive Bid Rate and for the same Interest Period, then pro rata between or among such Lenders) and (v) no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal Dollar Amount of $1,000,000 and integral multiples of $500,000 in excess thereof, except that where a portion of a Competitive Bid is accepted in accordance with the provisions of subsection (iv) hereof, then in a minimum principal Dollar Amount of $500,000 and integral multiples of $100,000 in excess thereof (but not in any event less than the minimum amount specified in the Competitive Bid), and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to subsection (iv) hereof, the amounts shall be rounded to integral multiples of $100,000 in a manner which shall be in the discretion of the Borrower. A notice of acceptance of a Competitive Bid given by the Borrower in accordance with the provisions hereof shall be irrevocable. The Administrative Agent shall, not later than 12:00 Noon (Charlotte, North Carolina time) on the date of receipt by the Administrative Agent of a notification from the Borrower of its acceptance and/or refusal of Competitive Bids, notify each affected Lender of its receipt and the contents thereof. Upon its receipt from the Administrative Agent of notification of the Borrower’s acceptance of its Competitive Bid in accordance with the terms of this subsection (e), each successful bidding Lender will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted.

(f) Funding of Competitive Loans. Each Lender which is to make a Competitive Loan shall make its Competitive Loan borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Schedule 10.1, or at such other office as the Administrative Agent may designate in writing, by 1:30 P.M. (Charlotte, North Carolina time) on the date specified in the Competitive Bid Request in funds immediately available to

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the Administrative Agent. Such borrowing will then be made available to the Borrower by crediting the account designated by the Borrower.

(g) Maturity of Competitive Loans. Each Competitive Loan shall mature and be due and payable in full on the last day of the Interest Period applicable thereto, unless accelerated sooner pursuant to Section 8.2. Unless the Borrower shall give notice to the Administrative Agent otherwise, the Borrower shall be deemed to have requested a Revolving Loan borrowing in the principal amount and currency of the maturing Competitive Loan, the proceeds of which will be used to repay such Competitive Loan.

(h) Interest on Competitive Loans. Subject to the provisions of Section 3.1, Competitive Loans shall bear interest in each case at the Competitive Bid Rate applicable thereto. Interest on Competitive Loans shall be payable in arrears on each Interest Payment Date.

(i) Competitive Loan Notes. The Competitive Loans made by each Lender shall be evidenced by a Revolving Note.

2.3 Letter of Credit Subfacility.

(a) Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, during the Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, Letters of Credit in Dollars and in Available Foreign Currencies for the account of the Borrower from time to time upon request in a form acceptable to the Issuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations shall not at any time exceed TWO HUNDRED MILLION DOLLARS ($200,000,000) (the “LOC Committed Amount”), (ii) with regard to the Lenders collectively, the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of Obligations outstanding at any time shall not exceed the Aggregate Revolving Committed Amount, (iii) with regard to each Lender individually, the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of such Lender’s Revolving Commitment Percentage of Committed Obligations outstanding at any time shall not exceed such Lender’s Revolving Committed Amount; and (iv) Letters of Credit shall be issued for lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs, and trade letters of credit. Except as otherwise expressly agreed upon by all the Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further,

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that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date which is six (6) Business Days prior to the Termination Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as the Issuing Lender may agree. Additionally, the Borrower and Bank of America, N.A. (as an Issuing Bank for these purposes) shall have the option to move letters of credit in existence on the Closing Date, without further consent from the Lenders, under this Credit Agreement and they shall become Letters of Credit for all purposes hereunder.

(b) Notice and Reports. The request for the issuance of a Letter of Credit shall be submitted to the Issuing Lender at least five (5) Business Days prior to the requested date of issuance. The Issuing Lender will promptly upon request provide to the Administrative Agent for dissemination to the Lenders a detailed report specifying the Letters of Credit which are then issued and outstanding and any activity with respect thereto which may have occurred since the date of any prior report, and including therein, among other things, the account party, the beneficiary, the face amount, expiry date as well as any payments or expirations which may have occurred. The Issuing Lender will further provide to the Administrative Agent promptly upon request copies of the Letters of Credit. The Issuing Lender will provide to the Administrative Agent promptly upon request a summary report of the nature and extent of LOC Obligations then outstanding.

(c) Participations. Each Lender upon issuance of a Letter of Credit shall be deemed to have purchased without recourse a risk participation from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any collateral relating thereto, in each case in an amount equal to its Revolving Commitment Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising under such Letter of Credit. Without limiting the scope and nature of each Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds on the day of notification by the Issuing Lender of an unreimbursed drawing pursuant to the provisions of subsection (d) hereof. The obligation of each Lender to so reimburse the Issuing Lender shall be absolute and unconditional and shall not be affected by the occurrence of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of Credit, together with interest as hereinafter provided.

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(d) Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit (with the proceeds of a Revolving Loan obtained hereunder or otherwise) if it receives such notice from the Issuing Lender at or before 2:00 P.M. (Charlotte, North Carolina time) in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Base Rate plus the Applicable Percentage plus two percent (2%). Unless the Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrower shall be deemed to have requested a Revolving Loan in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the reimbursement obligations. The Borrower’s reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including without limitation any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Issuing Lender will promptly notify the Lenders of the amount of any unreimbursed drawing and each Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender in Dollars and in immediately available funds, the amount of such Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the day such notice is received by such Lender from the Issuing Lender if such notice is received at or before 2:00 P.M. (Charlotte, North Carolina time), otherwise such payment shall be made at or before 12:00 Noon (Charlotte, North Carolina time) on the Business Day next succeeding the day such notice is received. If such Lender does not pay such amount to the Issuing Lender in full upon such request, such Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Lender pays such amount to the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Rate and thereafter at a rate equal to the Base Rate. Each Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Loans and LOC Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

(e) Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have requested, a Revolving Loan to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the

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Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised entirely of Base Rate Loans (each such borrowing, a “Mandatory Borrowing”) shall be immediately made (without giving effect to any termination of the Commitments pursuant to Section 8.2) pro rata based on each Lender’s respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 8.2) and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required in Section 2.1(b), (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Aggregate Revolving Committed Amount after any such Letter of Credit may have been drawn upon. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the United States Bankruptcy Code), then each such Lender hereby agrees that it shall forthwith fund (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) its Participation Interests in the LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s unfunded Participation Interest therein shall bear interest payable by such Lender to the Issuing Lender upon demand, at the rate equal to, if paid within two (2) Business Days of such date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

(f) Designation of Subsidiaries as Account Parties. Notwithstanding anything to the contrary set forth in this Agreement, including without limitation Section 2.3(a), a Letter of Credit issued hereunder may contain a statement to the effect that such Letter of Credit is issued for the account of a Subsidiary of the Borrower, provided that notwithstanding such statement, the Borrower shall be the actual account party for all purposes of this Agreement for such Letter of Credit and such statement shall not affect the Borrower’s reimbursement obligations hereunder with respect to such Letter of Credit.

(g) Modification, Extension. The issuance of any supplement, modification, amendment, renewal, or extension to any Letter of Credit shall, for purposes hereof, be treated in all respects the same as the issuance of a new Letter of Credit hereunder.

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(h) Uniform Customs and Practices. The Issuing Lender shall have the Letters of Credit be subject to The Uniform Customs and Practice for Documentary Credits, as published as of the date of issue by the International Chamber of Commerce (the “UCP”), in which case the UCP may be incorporated therein and deemed in all respects to be a part thereof.

(i) Conflict with LOC Documents. In the event of any conflict between this Credit Agreement and any LOC Document (including any letter of credit application), this Credit Agreement shall control.

ARTICLE III

OTHER PROVISIONS RELATING TO CREDIT FACILITIES

3.1 Default Rate.

Upon the occurrence, and during the continuance, of an Event of Default, any principal of and, to the extent permitted by law, interest on the Loans and any other amounts then due and owing hereunder or under the other Credit Documents shall, at the discretion of the Required Lenders or the Administrative Agent, bear interest, payable on demand, at a per annum rate 2% greater than the Base Rate plus the Applicable Percentage which would otherwise be applicable thereto (or if no rate is applicable, whether in respect of interest, fees or other amounts, then 2% greater than the Base Rate).

3.2 Extension and Conversion.

The Borrower shall have the option, on any Business Day, to extend existing Loans into a subsequent permissible Interest Period or to convert Loans into Loans of another interest rate type; provided, however, that (i) except as provided in Section 3.8, 3.9 and 3.11, LIBOR Loans may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto, (ii) any LIBOR loan may be extended, and any Base Rate Loan may be converted to a LIBOR Loan only if the conditions in Section 4.2 have been satisfied, (iii) Loans extended as, or converted into, LIBOR Loans shall be subject to the terms of the definition of “Interest Period” set forth in Section 1.1 and shall be in such minimum amounts as provided in Section 2.1(b)(ii), and (iv) any request for extension or conversion of a LIBOR Loan which shall fail to specify an Interest Period shall be deemed to be a request for an Interest Period of one month. Each such extension or conversion shall be effected by the Borrower by giving a Notice of Extension/Conversion (or telephone notice promptly confirmed in writing) to the Administrative Agent prior to 11:00 A.M. (Charlotte, North Carolina time) on the Business Day of, in the case of the conversion of a LIBOR Loan into a Base Rate Loan, and on the third Business Day prior to, in the case of the extension of a LIBOR Loan as, or conversion of a Base Rate Loan into, a LIBOR Loan, the date of the proposed extension or conversion, specifying (A) the date of the proposed extension or conversion, (B) the Loans to be so extended or converted, (C) the types of Loans into which such Loans are to be converted and, if appropriate, (D) the applicable Interest Periods with respect thereto. Each request for extension or conversion shall be irrevocable and shall constitute a representation and warranty by the Borrower of the matters specified in subsections (a) through (e) of Section 4.2. In the event the Borrower fails to request extension or

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conversion of any LIBOR Loan in accordance with this Section, or any such conversion or extension is not permitted or required by this Section, then (i) in the case of a LIBOR Loan denominated in Dollars, such LIBOR Loan shall be continued as a LIBOR Loan denominated in Dollars at the end of the Interest Period applicable thereto for an Interest Period of one month, and (ii) in the case of LIBOR Loans in an Available Foreign Currency, such LIBOR Loan shall be automatically continued as a LIBOR Loan in the same Available Foreign Currency, for an Interest Period of one month. The Administrative Agent shall give each Lender notice as promptly as practicable of any such proposed extension or conversion affecting any Loan.

3.3 Prepayments.

(a) Voluntary Prepayments. Loans may be repaid in whole or in part without premium or penalty; provided that (i) LIBOR Loans and Competitive Loans may be prepaid only upon three (3) Business Days’ prior written notice to the Administrative Agent, and Base Rate Loans may be prepaid only upon at least one (1) Business Day’s prior written notice to the Administrative Agent, (ii) prepayments of LIBOR Loans must be accompanied by payment of any amounts owing under Section 3.14, and (iii) partial prepayments shall be in minimum principal Dollar Amounts of $5,000,000, and in integral multiples of $1,000,000 in excess thereof.

(b) Mandatory Prepayments. If at any time, (A) the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of Obligations shall exceed the Aggregate Revolving Committed Amount, (B) the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of Obligations in Available Foreign Currencies shall exceed the Foreign Currencies Committed Amount, (C) the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of Competitive Loans shall exceed the Competitive Loan Maximum Amount or (D) the aggregate principal Dollar Amount of LOC Obligations shall exceed the LOC Committed Amount, the Borrower shall immediately make payment on the Loans and/or LOC Obligations in an amount sufficient to eliminate such excess amount.

(c) Application of Mandatory Repayments. Mandatory prepayments made pursuant to Section 3.3(b) shall be applied first to Revolving Loans which are Base Rate Loans, and then to Revolving Loans which are LIBOR Loans in direct order of Interest Period maturities, and then (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations, and then (after all Revolving Loans have been repaid and all LOC Obligations have been cash collateralized) to Competitive Loans in direct order of Interest Period maturities. All mandatory prepayments made pursuant to Section 3.3(b) shall be subject to Section 3.14 and be accompanied by interest on the principal amount prepaid through the date of prepayment. Amounts prepaid hereunder may be reborrowed in accordance with the provisions hereof.

3.4 Termination and Reduction of Commitments.

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(a) Voluntary Reductions. The Revolving Commitments may be terminated or permanently reduced by the Borrower in whole or in part upon three (3) Business Days’ prior written notice to the Administrative Agent, provided that (i) after giving effect to any voluntary reduction, the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of Obligations outstanding shall not exceed the Aggregate Revolving Committed Amount, as reduced, and (ii) partial reductions shall be in minimum principal Dollar Amounts of $5,000,000, and in integral multiples of $1,000,000 in excess thereof.

(b) Mandatory Reduction. The Commitments hereunder shall terminate on the Termination Date.

3.5 Fees.

(a) Facility Fee. In consideration of the Commitments hereunder, the Borrower agrees to pay to the Administrative Agent for the ratable benefit of the Lenders a facility fee (the “Facility Fee”) equal to the Applicable Percentage per annum multiplied by the average daily Aggregate Revolving Committed Amount in effect from time to time. The Facility Fee shall be payable quarterly in arrears on the 15th day following the last day of each calendar quarter for the immediately preceding quarter (or portion thereof) beginning with the first such date to occur after the Effective Date and on the Termination Date.

(b) Competitive Bid Request Fee. The Borrower agrees to pay to the Administrative Agent such fees (the “Competitive Bid Request Fee”) in connection with Competitive Bid Requests hereunder as may be agreed upon between the Borrower and the Administrative Agent in the Competitive Bid Request Fee Letter or elsewhere. Unless otherwise agreed, the Competitive Bid Request Fee shall be paid quarterly in arrears.

(c) Letter of Credit Fees. In consideration of the LOC Commitments, the Borrower agrees to pay to the Issuing Lender a fee (the “Letter of Credit Fee”) equal to the Applicable Percentage per annum on the average daily maximum amount available to be drawn under each Letter of Credit from the date of issuance to the date of expiration. In addition to such Letter of Credit Fee, the Issuing Lender may charge, and retain for its own account without sharing by the other Lenders, an additional fronting fee of one-eighth of one percent (0.125%) per annum on the average daily maximum amount available to be drawn under each such Letter of Credit issued by it. The Issuing Lender shall promptly pay over to the Administrative Agent for the ratable benefit of the Lenders (including the Issuing Lender) the Letter of Credit Fee. The Letter of Credit Fee shall be payable quarterly in arrears on the 15th day following the last day of each calendar quarter for the prior calendar quarter.

(d) Issuing Lender Fees. In addition to the Letter of Credit Fees payable pursuant to subsection (b) hereof, the Borrower shall pay to the Issuing Lender for its own account without sharing by the other Lenders the reasonable and customary

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charges from time to time of the Issuing Lender with respect to the amendment, transfer, administration, cancellation and conversion of, and drawings under, such Letters of Credit (collectively, the “Issuing Lender Fees”).

(e) Administrative Agent’s Fees. The Borrower agrees to pay to the Administrative Agent, for its own account, an annual administrative fee and such other fees, if any, referred to in the Administrative Agent’s Fee Letter (collectively, the “Administrative Agent’s Fees”).

3.6 LIBOR Reserve Compensation.

For so long as any Lender maintains reserves against “eurocurrency liabilities” (or any other category of liabilities which includes deposits by reference to which the interest rate on any LIBOR Loans is determined), and, as a result, the cost to such Lender of making or maintaining any of its LIBOR Loans is increased, then such Lender may require the Borrower to pay, contemporaneously with each payment of interest on such LIBOR Loans of such Lender, additional interest at a rate per annum up to but not exceeding the excess of (i) (A) the applicable LIBOR Rate divided by (B) one minus the LIBOR Reserve Percentage over (ii) the applicable LIBOR Rate. Any Lender wishing to require payment of such additional interest (x) shall so notify the Borrower and the Administrative Agent, in which case such additional interest on the LIBOR Loans of such Lender shall be payable to such Lender at the place indicated in such notice with respect to each Interest Period commencing at least three (3) Business Days after the giving of such notice and (y) shall furnish to the Borrower at least five (5) Business Days prior to each date on which interest is payable on the LIBOR Loans a certificate setting forth the amount to which such Lender is then entitled under this Section 3.6 (which shall be consistent with such Lender’s good faith estimate of the level at which the related reserves are maintained by it). Each such certificate shall be accompanied by such information as the Borrower may reasonably request as to the computation set forth therein.

3.7 Capital Adequacy.

If any Lender has determined, after the date hereof, that the adoption or the becoming effective of, or any change in, or any change by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof in the interpretation or administration of, any applicable law, rule or regulation regarding capital adequacy, or compliance by such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s policies with respect to capital adequacy), then, upon notice from such Lender to the Borrower, the Borrower shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. Each determination by any such Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the parties hereto. The Lender will, upon request, provide a certificate in reasonable detail as to the amount of such increased cost or reduction in amount received and method of calculation.

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3.8 Unavailability.

In the event, and on each occasion, that on the day two (2) Business Days prior to the commencement of any Interest Period for a LIBOR Loan of any amount, Interest Period or currency, the Administrative Agent shall have determined or shall have been notified by the Required Lenders (a) that deposits in the relevant amount in the relevant currency and for the relevant Interest Period are not available in the relevant market to any Lender, or that reasonable means do not exist for ascertaining the LIBOR Rate for any such Loan, or (b) that the rates at which such deposits are being offered will not adequately and fairly reflect the cost to any Lender of making or maintaining its LIBOR Loan during such Interest Period, the Administrative Agent shall promptly give written or telecopy notice of such determination to the Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any request by the Borrower for a LIBOR Loan of the affected amount, Interest Period or currency, or a conversion to or continuation of a LIBOR Loan of the affected amount, Interest Period or currency shall be deemed rescinded. If the Administrative Agent at any time determines that: (i) the euro has ceased to be utilized as the basic accounting unit of the European Community; (ii) for reasons affecting the market in euros generally, euros are not freely traded between banks internationally; or (iii) it is illegal, impossible or impracticable for payments to be made hereunder in euro, then the Administrative Agent may, in its discretion declare (such declaration to be binding on all the parties hereto) that any payment made or to be made thereafter which, but for this provision, would have been payable in the euro shall be made in a component currency of the euro or Dollars (as selected by the Administrative Agent (the “Selected Currency”) and the amount to be so paid shall be calculated on the basis of the equivalent of the euro in the Selected Currency). Each determination by the Administrative Agent hereunder shall be conclusive absent manifest error.

3.9 Illegality.

(a) Notwithstanding any other provision herein, if (i) the adoption of or any change in any Requirement of Law or in the interpretation or application thereof occurring after the Effective Date shall make it unlawful for any Lender to make or maintain LIBOR Loans as contemplated by this Credit Agreement, or (ii) there shall have occurred any change in national or international financial, political or economic conditions (including the imposition of or any change in exchange controls) or currency exchange rates which would make it unlawful or impossible for any Lender to make Loans denominated in any Available Foreign Currency to the Borrower, as contemplated by this Credit Agreement, then such Lender, together with Lenders giving notice under Section 3.8 and 3.10, shall be an “Affected Lender” and by written notice to the Borrower and to the Administrative Agent:

(i) such Lender may declare that LIBOR Loans (in the affected currency or currencies) will not thereafter (for the duration of such unlawfulness or impossibility) be made by such Lender hereunder, whereupon any request for a LIBOR Loan (in the affected currency or currencies) shall, as to such Lender only (A) if such Loan is not a Foreign Currency Loan, be deemed a request for a Base Rate Loan (unless it should also be illegal for the Affected Lender to provide a Base Rate Loan, in which case such Loan

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shall bear interest at a commensurate rate to be agreed upon by the Administrative Agent and the Affected Lender, and so long as no Event of Default shall have occurred and be continuing, the Borrower), unless such declaration shall be subsequently withdrawn and (B) if such Loan is a Foreign Currency Loan, be deemed to have been withdrawn, unless such declaration shall be subsequently withdrawn; and

(ii) such Lender may require that all outstanding LIBOR Loans or Foreign Currency Loans (in the affected currency or currencies), as the case may be, made by it be (A) if such Loans are not Foreign Currency Loans, converted to Base Rate Loans, in which event all such LIBOR Loans shall be automatically converted to Base Rate Loans as of the effective date of such notice as provided in paragraph (b) below or (B) if such Loans are Foreign Currency Loans, repaid immediately, in which event all such Foreign Currency Loans (in the affected currency or currencies) shall be required to be repaid in full by the Borrower as of the effective date of such notice as provided in paragraph (b) below.

In the event any Lender shall exercise its rights under (i) or (ii) above with respect to any Loans with are not Foreign Currency Loans, all payments and prepayments of principal which would otherwise have been applied to repay the LIBOR Loans that would have been made by such Lender or the converted LIBOR Loans of such Lender shall instead be applied to repay the Base Rate Loans made by such Lender in lieu of, or resulting from the conversion, of such LIBOR Loans.

(b) For purposes of this Section 3.9, a notice to the Borrower by any Lender shall be effective as to each such Loan, if lawful, on the last day of the Interest Period currently applicable to such Loan; in all other cases such notice shall be effective on the date of receipt by the Borrower.

3.10 Requirements of Law.

If, after the date hereof, the adoption of or any change in any Requirement of Law or in the interpretation or application thereof applicable to any Lender, or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority, in each case made subsequent to the Effective Date (or, if later, the date on which such Lender becomes a Lender):

(a) shall subject such Lender to any tax of any kind whatsoever with respect to any LIBOR Loans made by it or its obligation to make LIBOR Loans, or change the basis of taxation of payments to such Lender in respect thereof (except for (i) Non-Excluded Taxes covered by Section 3.13 (including Non-Excluded Taxes imposed solely by reason of any failure of such Lender to comply with its obligations under Section 3.13(b)) and (ii) changes in taxes measured by or imposed upon the overall net income, or franchise tax (imposed in lieu of such net income tax), of such Lender or its applicable lending office, branch, or any affiliate thereof));

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(b) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender which is not otherwise included in the determination of the LIBOR Rate hereunder; or

(c) shall impose on such Lender any other condition (excluding any tax of any kind whatsoever);

and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing or maintaining LIBOR Loans or to reduce any amount receivable hereunder in respect thereof, then, in any such case, upon notice to the Borrower from such Lender, through the Administrative Agent, in accordance herewith, the Borrower shall be obligated to promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such increased cost or reduced amount receivable, provided that, in any such case, the Borrower may elect to convert the LIBOR Loans made by such Lender hereunder to Base Rate Loans by giving the Administrative Agent at least one Business Day’s notice of such election, in which case the Borrower shall promptly pay to such Lender, upon demand, without duplication, such amounts, if any, as may be required pursuant to Section 3.13. If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall provide prompt notice thereof to the Borrower, through the Administrative Agent, certifying (x) that one of the events described in this paragraph (a) has occurred and describing in reasonable detail the nature of such event, (y) as to the increased cost or reduced amount resulting from such event and (z) as to the additional amount demanded by such Lender and a reasonably detailed explanation of the calculation thereof. Such a certificate as to any additional amounts payable pursuant to this subsection submitted by such Lender, through the Administrative Agent, to the Borrower shall be conclusive and binding on the parties hereto in the absence of manifest error. This covenant shall survive the termination of this Credit Agreement and the payment of the Loans and all other amounts payable hereunder.

3.11 Inability To Determine Interest Rate.

If prior to the first day of any Interest Period, the Administrative Agent shall have reasonably determined that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Rate for such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (a) any Foreign Currency Loans requested to be made on the first day of such Interest Period shall be made, at the sole option of the Borrower, in Dollars as Base Rate Loans or such request shall be cancelled, (b) any affected LIBOR Loans requested to be made on the first day of such Interest Period shall be made, at the sole option of the Borrower, in Dollars as Base Rate Loans and (c) any affected Loans that were to have been converted on the first day of such Interest Period to or continued as LIBOR Loans shall be converted to or continued, at the sole option of the Borrower, in Dollars as Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further LIBOR Loans in the affected currency shall be made or continued as such, nor shall the Borrower have the right to convert Base Rate Loans to such affected LIBOR Loans.

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3.12 Replacement of Lenders.

If any Lender requests compensation pursuant to Section 3.6, 3.7, 3.10 or 3.13, or any Lender’s obligation to make or continue, or to convert Loans of any type into the other type of Loan shall be suspended pursuant to Section 3.8, 3.9 or 3.11 (any such Lender requesting such compensation, or whose obligations are so suspended, being herein called a “Requesting Lender”), the Borrower, upon three Business Days’ notice, may require that such Requesting Lender transfer all of its right, title and interest under this Credit Agreement and such Requesting Lender’s Revolving Note to any bank or other financial institution (a “Proposed Lender”) identified by the Borrowers that is reasonably satisfactory to the Administrative Agent (i) if such Proposed Lender agrees to assume all of the obligations of such Requesting Lender hereunder, and to purchase all of such Requesting Lender’s Loans hereunder for consideration equal to the aggregate outstanding principal amount of such Requesting Lender’s Loans, together with interest accrued thereon to the date of such purchase, and satisfactory arrangements are made for payment to such Requesting Lender of all other amounts payable hereunder to such Requesting Lender on or prior to the date of such transfer (including any fees accrued hereunder and any amounts that would be payable under Section 3 as if all of such Requesting Lender’s Loans were being prepaid in full on such date) and (ii) if such Requesting Lender has requested compensation pursuant to Section 3.6, 3.7, 3.10 or 3.13, such Proposed Lender’s aggregate requested compensation, if any, pursuant to said Section 3.6, 3.7 or 3.10 with respect to such Requesting Lender’s Loans is lower than that of the Requesting Lender. Subject to the provisions of Section 10.3, such Proposed Lender shall be a “Lender” for all purposes hereunder. Without prejudice to the survival of any other agreement of the Borrower hereunder the agreements of the Borrower contained in Sections 3.6, 3.7, 3.10, 3.13 and 10.5 (without duplication of any payments made to such Requesting Lender by the Borrower or the Proposed Lender) shall survive for the benefit of such Requesting Lender under this Section 3.12 with respect to the time prior to such replacement.

3.13 Taxes.

(a) Except as provided below in this subsection, all payments made by the Borrower under this Credit Agreement and any Notes shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any court, or governmental body, agency or other official, excluding (A) taxes measured by or imposed upon the overall net income of any Lender or its applicable lending office, or any branch or affiliate thereof, and (B) all franchise taxes, branch taxes, taxes on doing business or taxes on the overall capital or net worth of any Lender or its applicable lending office, or any branch or affiliate thereof, in each case imposed in lieu of net income taxes, imposed: (i) by the jurisdiction under the laws of which such Lender, applicable lending office, branch or affiliate is organized or is located, or in which its principal executive office is located, or any nation within which such jurisdiction is located or any political subdivision thereof; or (ii) by reason of any present or former connection between the jurisdiction imposing such tax and such Lender, applicable lending office, branch or affiliate other than a connection arising solely from such Lender

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having executed, delivered or performed its obligations, or received payment under or enforced, this Credit Agreement or any Notes. If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“Non-Excluded Taxes”) are required to be withheld from any amounts payable to the Administrative Agent or any Lender hereunder or under any Notes, (A) the amounts so payable to the Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Credit Agreement and any Notes, provided, however, that the Borrower shall be entitled to deduct and withhold any Non-Excluded Taxes and shall not be required to increase any such amounts payable to any Lender that is not incorporated under the laws of the United States of America or a state thereof if such Lender fails to comply with the requirements of paragraph (b) of this subsection whenever any Non-Excluded Taxes are payable by the Borrower, and (B) as promptly as possible thereafter the Borrower shall send to the Administrative Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof. If the Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent the required receipts or other required documentary evidence, the Borrower shall indemnify the Administrative Agent and the Lenders for any incremental taxes, interest or penalties that may become payable by the Administrative Agent or any Lender as a result of any such failure. The agreements in this subsection shall survive the termination of this Credit Agreement and the payment of the Loans and all other amounts payable hereunder.

(b) Each Lender that is not incorporated under the laws of the United States of America or a state thereof shall:

(X)   (i) on or before the date of any payment by the Borrower under this Credit Agreement or Notes to such Lender, deliver to the Borrower and the Administrative Agent two (2) duly completed copies of applicable United States Internal Revenue Service Form W-8BEN or W-8ECI, or successor applicable form, as the case may be, certifying that it is entitled to receive payments under this Credit Agreement and any Notes without deduction or withholding of any United States federal income taxes;

(ii) deliver to the Borrower and the Administrative Agent two (2) further copies of any such form or certification on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower; and

(iii) obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by the Borrower or the Administrative Agent; or

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(Y)    in the case of any such Lender that is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (i) represent to the Borrower (for the benefit of the Borrower and the Administrative Agent) that it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (ii) agree to furnish to the Borrower on or before the date of any payment by the Borrower, with a copy to the Administrative Agent two (2) accurate and complete original signed copies of Internal Revenue Service Form W-8BEN, or successor applicable form certifying to such Lender’s legal entitlement at the date of such certificate to an exemption from U.S. withholding tax under the provisions of Section 881(c) of the Internal Revenue Code with respect to payments to be made under this Credit Agreement and any Notes (and to deliver to the Borrower and the Administrative Agent two (2) further copies of such form on or before the date it expires or becomes obsolete and after the occurrence of any event requiring a change in the most recently provided form and, if necessary, obtain any extensions of time reasonably requested by the Borrower or the Administrative Agent for filing and completing such forms), and (iii) agree, to the extent legally entitled to do so, upon reasonable request by the Borrower, to provide to the Borrower (for the benefit of the Borrower and the Administrative Agent) such other forms as may be reasonably required in order to establish the legal entitlement of such Lender to an exemption from withholding with respect to payments under this Credit Agreement and any Notes;

unless in any such case any change in treaty, law or regulation has occurred after the date such Person becomes a Lender hereunder which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender so advises the Borrower and the Administrative Agent. Each Person that shall become a Lender or a participant of a Lender pursuant to Section 10.3 shall, upon the effectiveness of the related transfer, be required to provide all of the forms, certifications and statements required pursuant to this subsection, provided that in the case of a participant of a Lender the obligations of such participant of a Lender pursuant to this subsection (b) shall be determined as if the participant of a Lender were a Lender except that such participant of a Lender shall furnish all such required forms, certifications and statements to the Lender from which the related participation shall have been purchased.

3.14 Indemnity.

The Borrower shall pay to each Lender and hold each Lender harmless from any loss or expense which such Lender may sustain or incur (excluding loss of profit and other than through such Lender’s gross negligence or willful misconduct) as a consequence of (a) default by the Borrower in making a borrowing of, conversion into or continuation of LIBOR Loans and Competitive Loans after the Borrower has given a notice requesting the same in accordance with the provisions of this Credit Agreement, (b) default by the Borrower in making any prepayment of a LIBOR Loan or a Competitive Loan after the Borrower has given a notice thereof in accordance with the provisions of this Credit Agreement or (c) the making of a prepayment of LIBOR Loans or Competitive Loans on a day which is not the last day of an Interest Period with respect thereto. With respect to LIBOR Loans and Competitive Loans, such payment may include an amount equal to the excess, if any, of (i) the amount of interest which would have

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accrued on the amount so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of the applicable Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Percentage included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) which would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank LIBOR market (but excluding loss of profits). The covenants of the Borrower set forth in this Section 3.14 shall survive the termination of this Credit Agreement and the payment of the Loans and all other amounts payable hereunder.

3.15 Pro Rata Treatment.

Except to the extent otherwise provided herein:

(a) Loans. Each Revolving Loan, each payment or prepayment of principal of any Revolving Loan, each payment of interest on the Revolving Loans, each payment of Facility Fees, each reduction of the Revolving Committed Amount and each conversion or extension of any Revolving Loan, shall be allocated pro rata among the Lenders in accordance with the respective principal amounts of their outstanding Revolving Loans and Participation Interests. With respect to Competitive Loans, if the Borrower fails to specify the particular Competitive Loan or Loans as to which any payment or other amount should be applied and it is not otherwise clear as to the particular Competitive Loan or Loans to which such payment or other amounts relate, or any such payment or other amount is to be applied to Competitive Loans without regard to any such direction by the Borrower, then each payment or prepayment of principal on Competitive Loans and each payment of interest or other amount on or in respect of Competitive Loans, shall be allocated to (i) the Competitive Loan bearing the highest interest rate, (ii) if two or more Competitive Loans each bear the same interest rate, which is the highest interest rate among all Competitive Loans then outstanding, then pro rata among such Competitive Loans (iii) should such prepayment extinguish such Competitive Loans, then any remaining prepayment shall be applied to each of the remaining Competitive Loans with the highest interest rate and (iv) any remaining payment or prepayment shall be allocated pro rata among the relevant Competitive Loan Lenders in accordance with the then outstanding amounts of their respective Competitive Loans.

(b) Advances. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make its ratable share of a borrowing hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its ratable share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount

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available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by such Lender within the time period specified therefor hereunder, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the Federal Funds Rate for a period of two (2) Business Days, and thereafter at the Base Rate, for the period until such Lender makes such amount immediately available to the Administrative Agent. If such Lender does not pay such amounts to the Administrative Agent forthwith upon demand, the Administrative Agent may notify the Borrower and request the Borrower to pay such amount to the Administrative Agent with interest at the Base Rate not later than 4:00 P.M. (Charlotte, North Carolina time) on the following Business Day. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this subsection shall be conclusive in the absence of manifest error. Nothing in the preceding shall act or be construed as a waiver of any claims or right of action that the Borrower may have against any Lender that defaults on the payment to the Administrative Agent thereby causing the Borrower to repay the Administrative Agent such amount advanced.

3.16 Sharing of Payments.

The Lenders agree among themselves that, in the event that any Lender shall obtain payment in respect of any Loan or any other obligation owing to such Lender under this Credit Agreement through the exercise of a right of setoff, banker’s lien or counterclaim, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, in excess of its pro rata share of such payment as provided for in this Credit Agreement, such Lender shall promptly purchase from the other Lenders a participation in such Loans and other obligations in such amounts, and make such other adjustments from time to time, as shall be equitable to the end that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. The Lenders further agree among themselves that if payment to a Lender obtained by such Lender through the exercise of a right of setoff, banker’s lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. The Borrower agrees that any Lender so purchasing such a participation may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender or the Administrative Agent to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall be made together with interest thereon for each date from the date such amount is due until the date such amount is paid to the Administrative Agent or such other Lender at a rate

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per annum equal to the Federal Funds Rate. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 3.16 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 3.16 to share in the benefits of any recovery on such secured claim.

3.17 Payments, Computations, Etc.

(a) Each payment on account of an amount due from the Borrower hereunder or under any other Credit Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders entitled to receive such payment as provided herein in the currency in which such amount is denominated and in such funds as are customary at the place and time of payment for the settlement of international payments in such currency. Without limiting the terms of the preceding sentence, accrued interest on any Loans denominated in a Foreign Currency shall be payable in the same Foreign Currency as such Loan. Upon request, the Administrative Agent will give the Borrower a statement showing the computation used in calculating such amount, which statement shall be conclusive in the absence of manifest error. The obligation of the Borrower to make each payment on account of such amount in the currency in which such amount is denominated shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment, which is expressed in or converted into any other currency, except to the extent such tender or recovery shall result in the actual receipt by the Administrative Agent of the full amount in the appropriate currency payable hereunder. The Borrower agrees that its obligation to make each payment on account of such amount in the currency in which such amount is denominated shall be enforceable as an additional or alternative claim for recovery in such currency of the amount (if any) by which such actual receipt shall fall short of the full amount of such currency payable hereunder, and shall not be affected by judgment being obtained for such amount.

(b) Except as otherwise specifically provided herein, all payments hereunder shall be made to the Administrative Agent in immediately available funds, without offset, deduction, counterclaim or withholding of any kind, not later than 2:00 P.M. (local time in the place where such payment is required to be made pursuant to this subsection (b)) on the date when due, to the account specified on Schedule 3.17(b) or at such other place as may be designated by the Administrative Agent to the Borrower in writing. Payments received after such time shall be deemed to have been received on the next succeeding Business Day. In the event that Borrower desires to make any payments hereunder by wire transfer initiated outside of the United States that is originated by any Person other than the Borrower, the Borrower shall provide the Administrative Agent with one Business Day’s prior written notice containing the name, address, telephone and facsimile numbers of the wire transfer originator and the originator’s relationship to the Borrower. The Borrower shall, at the time it makes any payment under this Credit Agreement, specify to the Administrative Agent the Loans, Fees, interest or other amounts payable by the Borrower hereunder to which such payment is to

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be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders subject to the terms of Section 3.15(a)). The Administrative Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time) on a Business Day in like funds as received prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment to such Lenders on the next succeeding Business Day. Whenever any payment hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and Fees for the period of such extension), except that in the case of LIBOR Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and fees shall be made on the basis of actual number of days elapsed over a year of 360 days, except with respect to computation of interest on Base Rate Loans which shall be calculated based on a year of 365 or 366 days, as appropriate. Interest shall accrue from and include the date of borrowing, but exclude the date of payment.

(c) Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Loans or any other amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows:

FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys’ fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents;

SECOND, to payment of any fees owed to the Administrative Agent pursuant to the terms of the Credit Documents;

THIRD, to the payment of all permitted reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents with respect to the Loans owing to such Lender;

FOURTH, to the payment of all accrued interest and fees on or in respect of Obligations under the Credit Documents;

FIFTH, to the payment of the outstanding principal amount of the Obligations under the Credit Documents (including the payment or cash collateralization of the outstanding LOC Obligations);

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SIXTH, to all other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” above; and

SEVENTH, to the payment of the surplus, if any, to whomever may be lawfully entitled to receive such surplus.

In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans and LOC Obligations held by such Lender bears to the aggregate then outstanding Loans and LOC Obligations) of amounts available to be applied pursuant to clauses “FOURTH” and “SIXTH” above.

3.18 Obligation of Lenders to Mitigate.

Each Lender agrees that, as promptly as practicable after such Lender becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Sections 3.7 or 3.13, it will, to the extent not inconsistent with any applicable legal or regulatory restrictions, use reasonable efforts (i) to make, issue, fund or maintain the Commitments of such Lender or the affected Loans of such Lender through another lending office of such Lender, or (ii) take such other measures as such Lender may deem reasonable, if as a result thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts which would otherwise be required to be paid to such Lender pursuant to Sections 3.7 or 3.13 would be reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Commitments or Loans through such other lending office or in accordance with such other measures, as the case may be, would not otherwise materially adversely affect such Commitments or Loans or would not be otherwise disadvantageous to the interests of such Lender.

3.19 Evidence of Debt.

(a) Each Lender shall maintain an account or accounts evidencing each Loan made by such Lender to the Borrower from time to time, including the amounts and currencies of principal and interest payable and paid to such Lender from time to time under this Credit Agreement. Each Lender will make diligent efforts to maintain the accuracy of its account or accounts and to promptly update its account or accounts from time to time, as necessary.

(b) The Administrative Agent shall maintain the Register pursuant to Section 10.3(c) hereof, and a subaccount for each Lender, in which Register and subaccounts (taken together) shall be recorded (i) the amount, currency, type and Interest Period of each such Loan hereunder, (ii) the amount of any principal or interest due and payable or to become due and payable to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from or for the account of the Borrower and each Lender’s share thereof. The

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Administrative Agent will make diligent efforts to maintain the accuracy of the subaccounts referred to in the preceding sentence and to promptly update such subaccounts from time to time, as necessary.

3.20 Indemnification; Nature of Issuing Lender’s Duties.

(a) In addition to its other obligations under Section 2.3, the Borrower hereby agrees to protect, indemnify, pay and hold the Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees) that the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit, except to the extent resulting from the gross negligence, bad faith or willful misconduct of the Issuing Lender or (ii) the failure of the Issuing Lender to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority (all such acts or omissions, herein called “Government Acts”).

(b) As between the Borrower and the Issuing Lender, the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Issuing Lender shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (vii) any consequences arising from causes beyond the control of the Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender’s rights or powers hereunder.

(c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by the Issuing Lender, under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put such Issuing Lender under any resulting liability to the Borrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify the Issuing Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower, including, without

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limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any Governmental Authority. The Issuing Lender shall not, in any way, be liable for any failure by the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of the Issuing Lender.

(d) Nothing in this Section 3.20 is intended to limit the reimbursement obligation of the Borrower contained in Section 2.3 hereof. The obligations of the Borrower under this Section 3.20 shall survive the termination of this Credit Agreement. No act or omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Issuing Lender to enforce any right, power or benefit under this Credit Agreement.

(e) Notwithstanding anything to the contrary contained in this Section 3.20, the Borrower shall have no obligation to indemnify any Issuing Lender in respect of any liability incurred by such Issuing Lender arising out of the gross negligence, bad faith or willful misconduct of the Issuing Lender, as determined by a court of competent jurisdiction.

(f) The entries made in the accounts, Register and subaccounts maintained pursuant to subsection (b) of this Section 3.20 (and, if consistent with the entries of the Administrative Agent, subsection (a) of this Section 3.20) shall be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain any such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of the Borrower to repay the Loans made by such Lender in accordance with the terms hereof.

ARTICLE IV

CONDITIONS

4.1    Conditions to Closing.

This Credit Agreement shall become effective upon, and the obligation of each Lender to make the initial Extensions of Credit hereunder is subject to, the satisfaction of the following conditions precedent:

(a) Execution of Credit Agreement and Credit Documents. Receipt of (i) multiple counterparts of this Credit Agreement, (ii) a Revolving Note for each Lender, in each case executed by a duly authorized officer of each party thereto and in each case conforming to the requirements of this Credit Agreement, and (iii) an executed copy of the 364-Day Credit Agreement.

(b) Legal Opinion. Receipt of multiple counterparts of a legal opinion of counsel to the Borrower, relating to this Credit Agreement and the other Credit Documents

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and the transactions contemplated herein and therein, in form and substance reasonably acceptable to the Administrative Agent which opinion shall include, without limitation, an opinion that the execution, delivery and performance of the Credit Documents and the performance of the transactions contemplated thereby will not conflict with, result in a breach of, require any consent or permit any acceleration of (or require repayment of) any indebtedness of the Borrower or under any of the Borrower’s corporate instruments and material agreements.

(c) Corporate Documents. Receipt of the following (or their equivalent) for the Borrower:

(i) Articles of Incorporation. Copies of the articles of incorporation or charter documents certified to be true and complete as of a recent date by the appropriate governmental authority of the state of its incorporation.

(ii) Resolutions. Copies of resolutions of the Board of Directors or comparable managing body approving and adopting the respective Credit Documents, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary as of the Effective Date to be true and correct and in force and effect as of such date.

(iii) Bylaws. Copies of the bylaws or comparable operating agreement certified by a secretary or assistant secretary as of the Effective Date to be true and correct and in force and effect as of such date.

(iv) Good Standing. A certificate of good standing, existence or its equivalent certified as of a recent date by the appropriate governmental authority of the state of organization.

(v) Secretary’s Certificate. A Secretary’s certificate for the Borrower dated as of the Effective Date substantially in the form of Schedule 4.1(c)(v) with appropriate insertions and attachments.

(d) Fees. Receipt of all fees, if any, then owing pursuant to the Administrative Agent’s Fee Letter, the Competitive Bid Request Fee Letter, Section 3.5 or pursuant to any Credit Documents.

(e) Section 4.2 Conditions. The conditions specified in Section 4.2 shall be satisfied.

(f) Account Designation Letter. Receipt by the Administrative Agent of an executed counterpart of the Account Designation Letter.

(g) Payment Instructions. Receipt by the Administrative Agent of payment instructions with respect to each wire transfer to be made by the Administrative Agent on behalf of the Lenders or the Borrower on the Effective Date setting forth the amount of such transfer, the purpose of such transfer, the name and number of the account to which such transfer is to be made, the name and ABA number of the bank or other financial institution where such account is located and the name

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and telephone number of an individual that can be contacted to confirm receipt of such transfer.

(h) Financial Information. Receipt by the Administrative Agent of the consolidated financial statements of the Borrower and its subsidiaries referred to in Section 5.1(a) and the five-year financial and operational projections for the Borrower and its Subsidiaries referred to in Section 5.1(b).

(i) No Material Adverse Effect. No Material Adverse Effect shall have occurred since July 1, 2001.

4.2    Conditions to All Extensions of Credit.

The obligation of each Lender to make any Extension of Credit hereunder (including the initial Loan to be made hereunder) is subject to the satisfaction of the following conditions precedent on the date of making such Extension of Credit:

(a) Representations and Warranties. The representations and warranties made by the Borrower herein or in any other Credit Document or which are contained in any certificate furnished at any time under or in connection herewith or therewith shall be true and correct in all material respects on and as of the date of such Extension of Credit as if made on and as of such date (except for those which expressly relate to an earlier date, which shall be true and correct in all material respects as of such earlier date, and except for those made in certificates which have been superseded or replaced by more recent certificates, so long as those made in superseded or replaced certificates were true and correct in all material respects on the date made).

(b) No Default or Event of Default. No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the Extension of Credit to be made on such date unless such Default or Event of Default shall have been waived in accordance with this Credit Agreement.

(c) Additional Conditions to Revolving Loans. If a Revolving Loan is requested pursuant to Section 2.1, all conditions set forth therein shall have been satisfied.

(d) Additional Conditions to Competitive Loans. If a Competitive Loan is requested pursuant to Section 2.2, all conditions set forth therein shall have been satisfied.

(e) Additional Conditions to Letters of Credit. If issuance of a Letter of Credit is requested pursuant to Section 2.3, all conditions set forth therein shall have been satisfied.

(f) Officer’s Certificate. With respect only to the initial Loan made hereunder, the Administrative Agent shall have received a Notice of Borrowing and a certificate of a Responsible Officer certifying that (i) the Borrower is solvent as of the date the initial Loan is made, (ii) the Borrower is in pro forma compliance with the covenant in Section 6.7 both before and after giving effect to any Loans to be

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made on the date the initial Loan is made; and (iii) the Borrower has satisfied any other conditions mutually agreeable to the parties.

(g) Each request for an Extension of Credit and each acceptance by the Borrower of an Extension of Credit shall be deemed to constitute a representation and warranty by each of the Borrower as of the date of such Loan that the conditions in paragraphs (a) through (e) of this Section have been satisfied.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

To induce the Lenders to enter into this Credit Agreement and to make Extensions of Credit herein provided for, the Borrower hereby represents and warrants to the Administrative Agent and to each Lender that:

5.1    Financial Condition.

(a) Each of the financial statements described below (copies of which have heretofore been provided to the Administrative Agent for distribution to the Lenders), have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby, are complete and correct in all material respects and present fairly the financial condition and results from operations of the entities and for the periods specified, subject in the case of interim company-prepared statements to normal year-end adjustments:

(i) audited consolidated balance sheet of the Borrower and its consolidated subsidiaries dated as of December 31, 2001, together with related statements of income and cash flows certified by PricewaterhouseCoopers LLP, certified public accountants; and

(ii) a company-prepared consolidated condensed balance sheet of the Borrower and its consolidated subsidiaries dated as of June 30, 2002, together with related consolidated condensed statements of income and cash flows.

(b) The five-year financial and operations projections of the Borrower and its Subsidiaries, delivered pursuant to Section 4.1(h), have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time made.

5.2    Organization; Existence.

The Borrower (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or other necessary power and authority, and the legal right to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged and (c) is duly qualified as a foreign entity and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, other than in

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such jurisdictions where the failure to be so qualified and in good standing would not, in the aggregate, have a Material Adverse Effect.

5.3    Power; Authorization; Enforceable Obligations.

The Borrower has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Credit Documents and has taken all necessary corporate or other action to authorize the execution, delivery and performance by it of the Credit Documents. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with acceptance of extensions of credit by the Borrower or with the execution, delivery or performance of any Credit Documents by the Borrower (other than those which have been obtained, such filings as are required by the Securities and Exchange Commission (or the laws, rules and regulations administered by it), and to fulfill other reporting requirements with Governmental Authorities) or with the validity or enforceability of any Credit Document against the Borrower. Each Credit Document to which it is a party and all materials provisions therein constitute valid and legally binding obligations of the Borrower enforceable in accordance with their respective terms and shall provide the Administrative Agent and/or the Lenders the rights, powers and privileges purported to be created thereby, subject in each case to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles,.

5.4    Conflict.

The execution, delivery and performance of the Credit Documents, the borrowings hereunder and the use of the proceeds of the Extensions of Credit will not (a) violate in any material respect any Requirement of Law applicable to the Borrower (except those as to which waivers or consents have been obtained), (b) conflict with, result in a breach of or constitute a default under (i) the articles of incorporation, bylaws or other organizational documents of such Person, (ii) any material indenture, agreement or other instrument to which such Person is a party or by which any of its properties may be bound or (iii) any approval of any Governmental Authority relating to such Person, or (c) result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law.

5.5    No Material Litigation.

Except as set forth on Schedule 5.5 no claim, litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any member of the Consolidated Group or against any of their respective properties which (a) relates to the Credit Documents or any of the transactions contemplated hereby or thereby or (b) is reasonably likely to have a Material Adverse Effect.

5.6    No Default.

No Default or Event of Default has occurred and is continuing.

5.7    Taxes.

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Except for such tax-related litigation disclosed on Schedule 5.7, the Borrower and each of its Subsidiaries have timely filed or caused to be filed all United States federal income tax returns and all other material tax returns which, to the best knowledge of the Borrower, are required to be filed and has paid (a) all taxes shown to be due and payable on said returns or (b) all taxes shown to be due and payable on any assessments of which it has received notice made against it or any of its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (other than any (i) taxes, fees or other charges with respect to which the failure to pay, in the aggregate, would not have a Material Adverse Effect or (ii) taxes, fees or other charges the amount or validity of which are currently being contested and with respect to which reserves in conformity with GAAP have been provided on the books of such Person), and no tax Lien has been filed with respect to any such tax, fee or other charge.

5.8    ERISA

Except as is not reasonably likely to have a Material Adverse Effect:

(a) (i) No ERISA Event has occurred during the five-year period ending on the date this representation is made or deemed made or is reasonably expected to occur, with respect to any Plan; (ii) no “accumulated funding deficiency,” as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan (other than a Multiemployer Plan) and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan (other than a Multiemployer Plan); (iii) each Plan (other than a Multiemployer Plan) has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws; (iv) each Plan (other than a Multiemployer Plan) that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the knowledge of the Borrower, nothing has occurred which would prevent, or cause the loss of, such qualification, and (v) no lien in favor of the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan.

(b) No member of the Consolidated Group nor any ERISA Affiliate has incurred, or, to the knowledge of the Borrower, could be reasonably expected to incur, any liability under Title IV of ERISA with respect to any Single Employer Plan, or any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan.

(c) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan which has subjected or may subject any member of the Consolidated Group or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which any member of the Consolidated Group or any ERISA Affiliate has agreed or is required to indemnify any person

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against any such liability. There are no pending, or to the knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan.

(d) No member of the Consolidated Group nor any ERISA Affiliate has any material liability with respect to “expected post-retirement benefit obligations” within the meaning of the Financial Accounting Standards Board Statement No. 106.

5.9    Governmental Regulations, Etc.

(a) Neither the Borrower nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of purchasing or carrying any “margin stock” within the meaning given such term under Regulations T, U and X of the Board of Governors of the Federal Reserve System, as in effect from time to time, together with all official rulings and interpretations thereunder, and no part of the proceeds of any Loan will be used to purchase or carry any margin stock in violation of Regulation U or to extend credit to others for the purpose of purchasing or carrying any margin stock, or be used for any purpose which violates, or which is inconsistent with, the provisions of Regulation X.

(b) The Borrower is not (i) an “investment company” registered or required to be registered under the Investment Company Act of 1940, as amended, and is not controlled by such a company, or (ii) a “holding company”, or a “subsidiary company” of a “holding company”, or an “affiliate” of a “holding company” or of a “subsidiary” of a “holding company”, within the meaning of the Public Utility Holding Company Act of 1935, as amended.

5.10 Purpose of Extensions of Credit.

The Extensions of Credit will be used solely (a) to refinance certain existing indebtedness of the Borrower, (b) to provide general working capital and (c) for other general corporate purposes, including acquisitions.

5.11 Compliance with Laws; Contractual Obligations.

The Borrower and its Subsidiaries are in compliance with all Requirements of Law, except to the extent that the failure to comply therewith would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor its Subsidiaries are in default under or with respect to any of its contractual obligations in any respect which could reasonably be expected to have a Material Adverse Effect.

5.12 Accuracy and Completeness of Information.

All factual information heretofore, contemporaneously or hereafter furnished by the Borrower in writing to the Administrative Agent or any Lender for purposes of or in connection with this Credit Agreement or any other Credit Document, or any transaction contemplated hereby or thereby, is or will be true and accurate in all material respects as of the date stated therein and not incomplete by omitting to state any material fact necessary to make such

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information not misleading, except for inaccuracies or omissions which could not reasonably be expected to have a Material Adverse Effect. There is no fact now known to the Borrower which could reasonably be expected to have a Material Adverse Effect which fact has not been set forth herein, in the financial statements of the Borrower and its Subsidiaries furnished to the Administrative Agent and/or the Lenders prior to the date hereof, or in any certificate, opinion or other written statement made or furnished by the Borrower to the Administrative Agent and/or the Lenders prior to the date hereof.

5.13 Environmental Matters.

Except as set forth on Schedule 5.13,

(a) To the knowledge of the Borrower or except where such violation or liability could not reasonably be expected to have a Material Adverse Effect, the facilities and properties owned, leased or operated by the Borrower (the “Properties”) do not contain any Materials of Environmental Concern in amounts or concentrations which (i) constitute a violation of, or (ii) have resulted in liability under, any Environmental Law.

(b) To the knowledge of the Borrower or except where such violation or contamination could not reasonably be expected to have a Material Adverse Effect, the Properties and all operations of the members of the Consolidated Group at the Properties are in compliance, and have in the last five years been in compliance, in all respects with all applicable Environmental Laws, and there is no contamination by Materials of Environmental Concern at or under the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the members of the Consolidated Group (the “Business”).

(c) Except where such violation or liability could not reasonably be expected to have a Material Adverse Effect, none of the members of the Consolidated Group has received any written notice of violation, alleged violation, non-compliance, liability or potential liability arising under Environmental Laws with regard to any of the Properties or the Business.

(d) To the knowledge of the Borrower or except where such violation or liability could not reasonably be expected to have a Material Adverse Effect, Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which has given rise to liability under any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that has given rise to liability under, any applicable Environmental Law.

(e) No judicial proceeding or governmental or administrative action, to the knowledge of the Borrower, is pending or threatened under any Environmental Law to which any of the members of the Consolidated Group is or will be named

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as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial directives outstanding under any Environmental Law with respect to the Properties or the Business which could reasonably be expected to have a Material Adverse Effect.

(f) To the knowledge of the Borrower or except where such violation or liability could not reasonably be expected to have a Material Adverse Effect, there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the members of the Consolidated Group in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner requiring remediation under Environmental Laws.

ARTICLE VI

AFFIRMATIVE COVENANTS

The Borrower covenants and agrees that so long as this Credit Agreement is in effect and until the Commitments have been terminated, no Loans remain outstanding and all amounts owing hereunder or under any other Credit Document or in connection herewith or therewith have been paid in full:

6.1    Financial Statements.

The Borrower will furnish, or cause to be furnished, to the Administrative Agent for distribution to the Lenders:

(a) Audited Financial Statements. As soon as available, but in any event within 90 days after the end of each fiscal year, an audited consolidated balance sheet of the Borrower and its subsidiaries as of the end of the fiscal year and the related consolidated statements of income, retained earnings, shareholders’ equity and cash flows for such fiscal year, audited by an independent certified public accounting firm of nationally recognized standing, setting forth in each case in comparative form the figures for the previous year, reported without a “going concern” or like qualification or exception, or qualification indicating that the scope of the audit was inadequate to permit such independent certified public accountants to certify such financial statements without such qualification.

(b) Company-Prepared Financial Statements. As soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters, a company-prepared consolidated balance sheet of the Borrower and its subsidiaries as of the end of the quarter and related company-prepared consolidated statements of income, retained earnings, shareholders’ equity and cash flows for such quarterly period and for the fiscal year to date; in each case setting forth in comparative form the consolidated figures for the corresponding period or periods of the

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preceding fiscal year or the portion of the fiscal year ending with such period, as applicable, in each case subject to normal recurring year-end audit adjustments.

All such financial statements shall be complete and correct in all material respects (subject, in the case of interim statements, to normal recurring year-end audit adjustments) and shall be prepared in reasonable detail and, in the case of the annual and quarterly financial statements provided in accordance with subsections (a) and (b) above, in accordance with GAAP applied consistently throughout the periods reflected therein and further accompanied by a description of, and an estimation of the effect on the financial statements on account of, a change in the application of accounting principles as provided in Section 1.3.

6.2    Certificates; Other Information.

The Borrower will furnish, or cause to be furnished, to the Administrative Agent for distribution to the Lenders:

(a) Officer’s Certificate. Concurrently with the delivery of the financial statements referred to in Sections 6.1(a) and 6.1(b) above, a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge and belief, (i) the financial statements fairly present in all material respects the financial condition of the parties covered by such financial statements, (ii) during such period the Borrower has observed or performed in all material respects its covenants and other agreements hereunder and under the other Credit Documents, and satisfied in all material respects the conditions contained in this Credit Agreement to be observed, performed or satisfied by it (except to the extent waived in accordance with the provisions hereof) and (iii) such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate. Such certificate shall include the calculations required to indicate compliance with Section 6.7. A form of Officer’s Certificate is attached as Schedule 6.2(a).

(b) Public Information. Within thirty days after the same are sent, copies of all reports (other than those otherwise provided pursuant to subsection 6.1) and other financial information which the Borrower sends to its public stockholders, and within thirty days after the same are filed, copies of all financial statements and non-confidential reports which the Borrower may make to, or file with, the Securities and Exchange Commission or any successor or analogous United States Governmental Authority.

(c) Other Information. Promptly, such additional financial and other information as the Administrative Agent, at the request of any Lender, may from time to time reasonably request, including, without limitation, any information requested pursuant to the Administrative Agent’s or any Lender’s customer identification program or anti-money laundering program under the Bank Secrecy Act.

6.3    Notices.

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The Borrower will give notice to the Administrative Agent (which shall promptly transmit such notice to each Lender) of:

(a) Defaults. Promptly (but in any event within three (3) Business Days) after knowledge thereof, the occurrence of any Default or Event of Default (without giving effect to any notice requirement from the Agent or any Lender).

(b) Legal Proceedings. Promptly following the receipt of written notification relating thereto, any litigation or proceeding (including without limitation, any environmental proceeding) affecting the Borrower or its Subsidiaries which, if adversely determined, would reasonably be expected to have a Material Adverse Effect.

Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action the Borrower proposes to take with respect thereto.

6.4    Maintenance of Existence and Compliance with Law.

(a) The Borrower will preserve, renew and keep in full force and effect its corporate existence and take all reasonable action to maintain all rights, privileges, licenses and franchises necessary or desirable in the normal conduct of its business.

(b) The Borrower will, and will cause its Subsidiaries to, (i) comply with all Requirements of Law (including, without limitation, all Environmental Laws and ERISA matters) applicable to them except to the extent that failure to comply with all Requirements of Law would not, in the aggregate, have a Material Adverse Effect, and (ii) without limiting the generality of clause (i), comply in all respects with all Requirements of Law in the use of proceeds of the Loans.

(c) The Borrower will, and will cause its Subsidiaries to, perform and satisfy its contractual obligations except to the extent that failure to perform and satisfy such obligations would not, in the aggregate, have a Material Adverse Effect.

6.5    Maintenance of Property; Insurance.

The Borrower will, and will cause its Subsidiaries to, keep all material property necessary in its business in reasonably good working order and condition (ordinary wear and tear and obsolescence excepted); maintain with financially sound and reputable insurance companies casualty, liability and such other insurance (which may include plans of self-insurance) with such coverage and deductibles, and in such amounts as may be consistent with prudent business practice; and furnish to the Administrative Agent, upon written request, full information as to the insurance carried.

6.6    Inspection of Property; Books and Records; Discussions.

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(a) The Borrower will, and will cause its Subsidiaries to, keep proper corporate books and financial records in relation to its businesses and activities in conformity with GAAP and Requirements of Law.

(b) The Borrower will, and will cause its Subsidiaries to, permit, during regular business hours and upon reasonable notice by the Administrative Agent, the Administrative Agent to visit and inspect any of its properties and examine and make abstracts (including photocopies) from any of its books and records (other than materials protected by the attorney-client, work product or other privilege and materials which the Borrower and its Subsidiaries may not disclose without violation of a confidentiality obligation binding upon the Borrower or its Subsidiaries), and to discuss the business, operations, properties and financial and other condition of the members of the Consolidated Group with officers and employees of the members of the Consolidated Group and with their independent certified public accountants. The cost of the inspection referred to in the preceding sentence shall be for the account of the Lenders unless an Event of Default has occurred and is continuing, in which case the cost of such inspection shall be for the account of the Borrower.

6.7    Consolidated Funded Debt to Total Capitalization Ratio.

The Consolidated Funded Debt to Total Capitalization Ratio will not at any time exceed 50%.

6.8    Use of Proceeds.

The proceeds of the loans and extensions of credit hereunder will be used solely for the purposes provided in Section 5.10.

ARTICLE VII

NEGATIVE COVENANTS

The Borrower covenants and agrees that so long as this Credit Agreement is in effect and until the Commitments have been terminated, no Loans remain outstanding and all amounts owing hereunder or under any other Credit Document or in connection herewith or therewith have been paid in full:

7.1    Funded Debt of Subsidiaries.

The Borrower will not permit any Subsidiary (excluding any Joint Venture) to incur or permit to exist any Funded Debt, except (i) Funded Debt existing on the date hereof and set forth on Schedule 7.1, and refundings and refinancings thereof, (ii) inter-company Funded Debt owed to the Borrower or other member of the Consolidated Group, (iii) Capital Lease obligations and purchase money indebtedness incurred in the ordinary course of business, and refundings and refinancings thereof, and (iv) other Funded Debt of up to $200,000,000 in aggregate principal amount at time outstanding.

7.2    Negative Pledge.

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The Borrower will not, nor will it permit any Subsidiary to, contract, create, incur, assume or permit to exist any Lien on any of its respective property or assets of any kind (whether real or personal, tangible or intangible), whether now owned or hereafter acquired, except:

(a) Liens existing on the date hereof and securing indebtedness outstanding on the date hereof, each of which is set forth on Schedule 7.2(a);

(b) Liens securing inter-company indebtedness owed to members of the Consolidated Group other than Liens securing inter-company indebtedness owed by the Borrower;

(c) Liens on property and assets of any Person existing at the time such Person becomes a member of the Consolidated Group and not created in contemplation thereof and provided that such Lien shall not extend to any other property of members of the Consolidated Group;

(d) Liens on property or assets securing indebtedness incurred or assumed for the purpose of financing all or any part of the costs of acquiring, improving or constructing such property or assets; provided that (i) with respect to real property (and personal property constituting a part of a project which is the subject of an industrial revenue bond, private activity bond, solid waste disposal bond or similar financing), such Lien attaches concurrently with or within eighteen (18) months after the date of acquisition, completion, construction or improvement (including without limitation liens in connection with industrial revenue bonds, private activity bonds, solid waste disposal bonds or other similar financing activity), (ii) with respect to personal property (other than the personal property referenced in clause (i) hereof), such Lien attaches concurrently with or within six (6) months after the date of acquisition, and (iii) such Lien shall extend only to the property or asset to be acquired or improved with such financing;

(e) Liens on property and assets prior to the acquisition thereof and not created in contemplation thereof, provided that such Lien shall not extend to any other property of members of the Consolidated Group;

(f) Liens arising out of the refinancing, extension, renewal or refunding of any indebtedness secured by a Lien permitted by any of the foregoing clauses of this Section, provided that (i) such indebtedness is not secured by any additional property or assets, and (ii) the amount of such indebtedness secured by such Lien is not increased;

(g) Liens incidental to the conduct of their business or the ownership of their assets that arise out of transactions involving the sale or purchase of goods or services on a consignment basis and that do not (i) secure Funded Debt or (ii) in the aggregate materially detract from the value of the assets or materially impair the use thereof in the operation of business;

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(h) Liens imposed by law, such as Liens of carriers, warehousemen, mechanics, materialmen, repairmen and landlords, and other similar Liens incurred in the ordinary course of business for sums not constituting borrowed money that are not overdue for a period of more than thirty (30) days or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required);

(i) Liens incurred in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, surety and appeal bonds, leases, government contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of business;

(j) Liens for taxes, assessments or other governmental charges or statutory obligations that are not delinquent or remain payable without any penalty or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required);

(k) Liens on accounts and receivables established or arising in connection with a securitization of such accounts or accounts receivable or a secured borrowing of money that requires the pledge of or a security interest in such accounts and receivables provided that (i) such Lien encumbers only the accounts and receivables which are the subject of the securitization, and (ii) in the case of a secured borrowing of money any such Lien shall at all times be confined solely to such accounts and receivables that are required to secure such borrowing; and

(l) Liens not otherwise permitted by the foregoing clauses of this Section securing Funded Debt (other than the loans and obligations owing hereunder) in an aggregate principal amount at any time outstanding not to exceed $100,000,000.

7.3    Consolidation, Merger and Sale of Assets.

(a) The Borrower will not enter into a transaction of merger or consolidation, or sell, lease or otherwise transfer all or substantially all of its assets, except (i) the Borrower may enter into a transaction of merger or consolidation with any other Person so long as (A) such other Person is organized under the laws of the United States, Canada or Mexico or one of their respective states or provinces, and (B) the Borrower is the surviving entity, and (C) no Default or Event of Default will exist immediately after giving effect thereto, and (ii) the Borrower may sell, lease or transfer assets to Subsidiaries.

(b) The Borrower will not permit its Subsidiaries to enter into a transaction of merger or consolidation, or sell, lease or otherwise transfer all or substantially all of their assets (taken as a group), except (i) a Subsidiary may enter into a transaction of merger or consolidation with the Borrower or any other Subsidiary, or with any

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other Person so long as such (A) other Person is organized under the laws of the United States, Canada or Mexico or one of their respective states or provinces, and (B) the Borrower or a Subsidiary is the surviving entity, and (C) no Default or Event of Default will exist immediately after giving effect thereto, and (ii) Subsidiaries may sell, lease or transfer assets to the Borrower or other Subsidiaries.

7.4    Transactions with Affiliates.

The Borrower will not, and will not permit its Subsidiaries to, enter into any transaction or series of transactions, whether or not in the ordinary course of business, with any of its officers, directors or Affiliates other than on terms and conditions not less favorable as would be obtainable in a comparable arm’s-length transaction with an unrelated party, except (i) transactions between and among the Borrower and its Subsidiaries not involving any other Affiliates, and (ii) transactions approved by a special committee comprised of independent directors of the board of directors of the Borrower (all which approved related-party transactions will be disclosed in writing to the Administrative Agent and the Lenders).

7.5    Permitted Investments.

The Borrower will not, and will not permit its Subsidiaries to, make Investments, as a group, in Subsidiaries, joint ventures or other entities or enterprises that are organized outside the United States, Canada or Mexico or one of their respective states or provinces in an aggregate amount (based on original investment or cost basis without regard to accumulated income or accretion in value apart therefrom) in excess of thirty-five percent (35%) of Consolidated Net Worth (calculated, at any time, in accordance with the last financial statements delivered to the Administrative Agent pursuant to Section 6.1 prior to such determination).

7.6    Limitation on Certain Restrictions. The Borrower will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any restriction or encumbrance on (i) the ability of the Borrower and its Subsidiaries to perform and comply with their respective obligations under the Credit Documents or (ii) the ability of any Subsidiary (other than any Joint Venture) to make any dividend payments or other distributions in respect of its capital stock, to repay indebtedness owed to the Borrower or any other Subsidiary, to make loans or advances to the Borrower or any other Subsidiary, or to transfer any of its assets or properties to the Borrower or any other Subsidiary, in each case other than such restrictions or encumbrances existing under or by reason of the Credit Documents or applicable Requirements of Law.

ARTICLE VIII

EVENTS OF DEFAULT

8.1    Events of Default.

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An Event of Default shall exist upon the occurrence of any of the following specified events (each an “Event of Default”):

(a) the failure (i) to pay when due any principal of any Loan or any reimbursement obligation owing in respect of a Letter of Credit; or (ii) to pay within five (5) Business Days following receipt by the Borrower of notice that any interest, fees or other amounts owing hereunder or under any of the other Credit Documents is due (provided that notice hereunder shall be deemed satisfied by any regular invoice or other similar payment correspondence and does not require any type of special notice of late payment);

(b) any representation, warranty, certification or statement made or deemed made by the Borrower herein or in any of the other Credit Documents, or in any statement or certificate delivered pursuant hereto or thereto, shall prove untrue or misleading in any material respect when made or deemed made;

(c) the failure to observe or perform those covenants contained in Sections 6.3(a), 6.4(a) (with respect to existence), 6.6(b), 6.7, 6.8 or in Article 7;

(d) the failure to observe or perform any other covenants or agreements contained herein or in the other Credit Documents (other than those covered by the foregoing clauses (a), (b) or (c) of this Section), and such failure shall continue unremedied for a period of thirty (30) days following the earlier of (i) first knowledge thereof by the Borrower and (ii) notice by the Administrative Agent to the Borrower thereof;

(e) with respect to Funded Debt of the Borrower and its wholly owned Subsidiaries (other than Funded Debt hereunder) in excess of $75,000,000 in principal amount, (i) there shall occur a default in the payment of any principal or interest amount when due (beyond applicable grace or cure periods, if any) of any such Funded Debt, or (ii) the principal amount of any such Funded Debt shall be declared due and payable or required to be repaid prior to its stated maturity, whether by acceleration, mandatory prepayment or otherwise;

(f) the Borrower shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally, or shall admit in writing its inability, to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; or

(g) an involuntary case or other proceeding shall be commenced against the Borrower seeking liquidation, reorganization or other relief with respect to it or its debts

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under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of sixty (60) days; or an order for relief shall be entered against the Borrower under the federal bankruptcy laws as now or hereafter in effect; or

(h) one or more judgments or orders for the payment of money in an aggregate amount in excess of $75,000,000 shall be rendered against the Borrower or any Subsidiary and such judgment or order shall continue unsatisfied and unstayed or unbonded for a period of thirty (30) days; or

(i) the Borrower or any member of the Controlled Group shall fail to pay when due any amount in excess of $75,000,000 which it shall have become liable to pay to the PBGC or to a Plan under Title IV of ERISA; or the PBGC shall institute proceedings under Title IV of ERISA to terminate or to cause a trustee to be appointed to administer any such Plan or Plans or a proceeding shall be instituted by a fiduciary of any such Plan or Plans to enforce Section 515 or 4219(c)(5) of ERISA and such proceeding shall not have been dismissed within thirty (30) days thereafter; or a condition of which the Borrower has knowledge shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any such Plan or Plans must be terminated; or

(j) a federal tax lien shall be filed against the Borrower under Section 6323 of the Code or a lien of the PBGC shall be filed against the Borrower or any Subsidiary under Section 4068 of ERISA and in either case such lien shall remain undischarged for a period of thirty (30) days after the date of filing; or

(k) (i) any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of 15% or more of the outstanding shares of the voting stock of the Borrower; or (ii) as of any date a majority of the Board of Directors of the Borrower consists of individuals who were not either (A) directors of the Borrower as of the corresponding date of the previous year, (B) selected or nominated to become directors by the Board of Directors of the Borrower of which a majority consisted of individuals described in clause (A), or (C) selected or nominated to become directors by the Board of Directors of the Borrower of which a majority consisted of individuals described in clause (A) and individuals described in clause (B); or

(l) the occurrence of an Event of Default under the 364-Day Credit Agreement.

8.2    Acceleration; Remedies.

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Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, or upon the request and direction of the Required Lenders shall, by written notice to the Borrower take any or any combinations of the following actions:

(i)    Termination of Commitments. Declare the Commitments terminated whereupon the Commitments shall be immediately terminated.

(ii)    Acceleration. Declare the unpaid principal of and any accrued interest in respect of all Loans and any and all other indebtedness or obligations of any and every kind owing by the Borrower to the Administrative Agent and/or any of the Lenders hereunder to be due and direct the Borrower to pay to the Administrative Agent cash collateral as security for the LOC Obligations for subsequent drawings under then outstanding Letters of Credit an amount equal to the maximum amount of which may be drawn under Letters of Credit then outstanding, whereupon the same shall be immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

(iii)    Enforcement of Rights. Enforce any and all rights and interests created and existing under the Credit Documents, whether at law or in equity.

Notwithstanding the foregoing, if an Event of Default specified in Section 8.1(f) or (g) shall occur, then the Commitments shall automatically terminate and all Loans, all accrued interest in respect thereof, all accrued and unpaid Fees, all cash collateral as security for LOC Obligations, and other indebtedness or obligations owing to the Administrative Agent and/or any of the Lenders hereunder automatically shall immediately become due and payable without presentment, demand, protest or the giving of any notice or other action by the Administrative Agent or the Lenders, all of which are hereby waived by the Borrower.

ARTICLE IX

AGENCY PROVISIONS

9.1    Appointment.

Each Lender hereby designates and appoints Wachovia as administrative agent of such Lender to act as specified herein and in the other Credit Documents, and each such Lender hereby authorizes the Administrative Agent as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Credit Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated by the terms hereof and of the other Credit Documents, together with such other powers as are reasonably incidental thereto. Each Lender further directs and authorizes the Administrative Agent to execute releases (or similar agreements) to give effect to the provisions of this Credit Agreement and the other Credit Documents. Notwithstanding any provision to the contrary elsewhere herein and in the other Credit Documents, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein and therein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any of the other Credit

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Documents, or shall otherwise exist against the Administrative Agent. The provisions of this Section are solely for the benefit of the Administrative Agent and the Lenders and the Borrower shall have any rights as a third party beneficiary of the provisions hereof. In performing its functions and duties under this Credit Agreement and the other Credit Documents, the Administrative Agent shall act solely as Administrative Agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its affiliates.

9.2    Delegation of Duties.

The Administrative Agent may execute any of its duties hereunder or under the other Credit Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

9.3    Exculpatory Provisions.

The Administrative Agent and its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (i) liable for any action lawfully taken or omitted to be taken by it or such Person in good faith under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s own gross negligence or willful misconduct), or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement referred to or provided for in, or received by the Administrative Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of the Borrower to perform its obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectability or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its affiliates.

9.4    Reliance on Communications.

The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper

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Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower, independent accountants and other experts selected by the Administrative Agent with reasonable care). The Administrative Agent may deem and treat the Lenders as the owners of their respective interests hereunder for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent in accordance with Section 10.3(b) hereof. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement or under any of the other Credit Documents unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder or under any of the other Credit Documents in accordance with a request of the Required Lenders (or to the extent specifically provided in Section 10.6, all the Lenders) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders (including their successors and assigns).

9.5    Notice of Default.

The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder, except with respect to defaults on payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders, unless the Administrative Agent has received notice from a Lender or the Borrower referring to the Credit Document, describing such Default or Event of Default and stating that such notice is a “notice of default.” In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give prompt notice thereof to the Lenders. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders.

9.6    Non-Reliance on Administrative Agent and Other Lenders.

Each Lender expressly acknowledges that each of the Administrative Agent and its officers, directors, employees, agents, attorneys-in-fact or affiliates has not made any representations or warranties to it and that no act by the Administrative Agent or any affiliate thereof hereinafter taken, including any review of the affairs of the Borrower or any of its affiliates, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower or its affiliates and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower and its affiliates. Except for notices, reports and other

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documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower or any of its affiliates which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

9.7    Indemnification.

The Lenders agree to indemnify the Administrative Agent in its capacity as such (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Commitments (or if the Commitments have expired or been terminated, in accordance with the respective principal amounts of outstanding Loans and Participation Interests of the Lenders), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including without limitation at any time following the final payment of all of the obligations of the Borrower hereunder and under the other Credit Documents) be imposed on, incurred by or asserted against the Administrative Agent in its capacity as such in any way relating to or arising out of this Credit Agreement or the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of the Administrative Agent. If any indemnity furnished to the Administrative Agent for any purpose shall, in the opinion of the Administrative Agent, be insufficient or become impaired, the Administrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The agreements in this Section shall survive the repayment of the Loans and other obligations under the Credit Documents and the termination of the Commitments hereunder.

9.8    Administrative Agent in its Individual Capacity.

The Administrative Agent and its affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Borrower, its Subsidiaries or their affiliates as though the Administrative Agent were not the Administrative Agent hereunder. With respect to the Loans made by the Administrative Agent hereunder and all obligations of the Borrower hereunder and under the other Credit Documents, the Administrative Agent shall have the same rights and powers under this Credit Agreement as any Lender and may exercise the same as though it were not the Administrative Agent, and the terms “Lender” and “Lenders” shall include the Administrative Agent in its individual capacity.

9.9    Successor Administrative Agent.

The Administrative Agent may, at any time, resign upon 20 Business Days’ written notice to the Lenders and the Borrower, and may be removed, upon show of cause, by the Required Lenders upon 30 days’ written notice to the Administrative Agent. Upon any such

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resignation or removal, the Required Lenders and the Borrower shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the notice of resignation or notice of removal, as appropriate, then the retiring Administrative Agent shall select a successor Administrative Agent provided such successor is a Lender hereunder or a commercial bank organized under the laws of the United States of America or of any State thereof and has a combined capital and surplus of at least $400,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 9.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Credit Agreement.

9.10    Other Agents, Arrangers and Book Runners.

None of the Lenders or other Persons identified on the facing page or signature pages of this Credit Agreement or the other Credit Documents as a “Syndication Agent,” “Documentation Agent,” “Co-Lead Arranger” or “Joint Book Runner” shall have any right, power, obligation, liability, responsibility or duty under this Credit Agreement and the other Credit Documents other than, in the case of such Lenders, those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Credit Agreement or in taking or not taking action hereunder.

ARTICLE X

MISCELLANEOUS

10.1    Notices.

Except as otherwise expressly provided herein, all notices and other communications shall have been duly given and shall be effective (i) when delivered, (ii) when transmitted via telecopy (or other facsimile device) to the number set out below, (iii) the day following the day on which the same has been delivered prepaid to a reputable national overnight air courier service, or (iv) the third Business Day following the day on which the same is sent by certified or registered mail, postage prepaid, in each case to the respective parties at the address, in the case of the Borrower and the Administrative Agent, set forth below, and, in the case of the Lenders, set forth on Schedule 10.1, or at such other address as such party may specify by written notice to the other parties hereto:

if to the Borrower:

Nucor Corporation

2100 Rexford Road

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Charlotte, North Carolina 28211

Attn: Terry S. Lisenby

         Chief Financial Officer

Telephone: (704) 366-7000

Telecopy: (704) 362-4208

with a copy to:

Moore & Van Allen, PLLC

100 North Tryon Street, 47^th Floor

Charlotte, North Carolina 28202

Attn: Mike Delaney

Telephone: (704) 331-3519

Telecopy: (704) 339-5819

if to the Administrative Agent:

Wachovia Bank, National Association

Charlotte Plaza

201 South College Street, CP-6

Charlotte, North Carolina 28288

Attn: Jorge Gonzalez

Telephone: (704) 383-8461

Telecopy: (704) 715-1117

with a copy to:

Wachovia Bank, National Association

Charlotte Plaza

201 South College Street, CP-23

Charlotte, North Carolina 28288-0680

Attn: Syndication Agency Services

Telephone: (704) 715-1093

Telecopy: (704) 383-0835

10.2    Right of Set-Off.

In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or affiliates of such Lender wherever located) to or for the credit or the account of the Borrower against obligations and liabilities of the Borrower to such Lender hereunder, under the Notes or the other Credit Documents, irrespective of whether such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the

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occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 3.16 or Section 10.3(d) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

10.3    Benefit of Agreement.

(a) Generally. This Credit Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided that the Borrower may neither assign nor transfer any of its interests without prior written consent of the Lenders; provided further that the rights of each Lender to transfer, assign or grant participations in its rights and/or obligations hereunder shall be limited as set forth in this Section 10.3, provided however that nothing herein shall prevent or prohibit any Lender from (i) pledging its Loans hereunder to a Federal Reserve Bank in support of borrowings made by such Lender from such Federal Reserve Bank, or (ii) granting assignments or selling participations in such Lender’s Loans and/or Commitments hereunder to its parent company and/or to any affiliate or Subsidiary of such Lender.

(b) Assignments. Each Lender may assign all or a portion of its rights and obligations hereunder, pursuant to an assignment agreement substantially in the form of Schedule 10.3(b), to (i) any Lender or any affiliate or Subsidiary of a Lender, or (ii) any other commercial bank, financial institution or “accredited investor” (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Administrative Agent (such consent shall not be unreasonably withheld or delayed) and, so long as no Default or Event of Default has occurred and is continuing, with the approval of the Borrower (which approval shall not be unreasonably withheld or delayed); provided that (i) any such assignment (other than any assignment to an existing Lender) shall be in a minimum aggregate amount of $5,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) of the Commitments and in integral multiples of $1,000,000 above such amount and (ii) each such assignment (other than Competitive Loans) shall be of a constant, not varying, percentage of all such Lender’s rights and obligations under this Credit Agreement. Any assignment hereunder shall be effective upon delivery to the Administrative Agent of written notice of the assignment together with a transfer fee of $3,500 payable to the Administrative Agent for its own account from and after the later of (i) the effective date specified in the applicable assignment agreement and (ii) the date of recording of such assignment in the Register pursuant to the terms of subsection (c) below. The assigning Lender will give prompt notice to the Administrative Agent and the Borrower of any such assignment. Upon the effectiveness of any such assignment (and after notice to, and (to the extent required pursuant to the terms hereof), with the consent of, the Borrower as provided herein), the assignee shall become a “Lender” for all purposes of this Credit Agreement and the other Credit Documents and, to the

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extent of such assignment, the assigning Lender shall be relieved of its obligations hereunder to the extent of the Loans and Commitment components being assigned. Along such lines the Borrower agrees that upon notice of any such assignment, it will promptly provide to the assigning Lender and to the assignee separate promissory notes in the amount of their respective interests substantially in the form of the original Note. By executing and delivering an assignment agreement in accordance with this Section 10.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of the Borrower or any of its affiliates or the performance or observance by the Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender (including without limitation the requirements of Section 3.13).

(c) Maintenance of Register. The Administrative Agent shall maintain at one of its offices in Charlotte, North Carolina a copy of each Lender assignment agreement delivered to it in accordance with the terms of subsection (b) above and a register for the recordation of the identity of the principal amount, type and Interest Period of each Loan outstanding hereunder, the names, addresses and the Commitments of the Lenders pursuant to the terms hereof from time to time (the “Register”). The Administrative Agent will make diligent efforts to maintain the accuracy of

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the Register and to promptly update the Register from time to time, as necessary. The entries in the Register shall be conclusive in the absence of manifest error and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Credit Agreement. The Register shall be available for inspection by the Borrower and each Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d) Participations. Each Lender may sell, transfer, grant or assign participations in all or any part of such Lender’s interests and/or obligations hereunder; provided that (i) such selling Lender shall remain a “Lender” for all purposes under this Credit Agreement (such selling Lender’s obligations under the Credit Documents remaining unchanged) and the participant shall not constitute a Lender hereunder, (ii) no such participant shall have, or be granted, rights to approve any amendment or waiver relating to this Credit Agreement or the other Credit Documents except to the extent any such amendment or waiver would (A) reduce the principal of or rate of interest on or Fees in respect of any Loans in which the participant is participating, (B) postpone the date fixed for any payment of principal (including extension of the Termination Date or the date of any mandatory prepayment), interest or Fees in which the participant is participating, or (C) increase the dollar amount of such participant’s participation over the dollar amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or mandatory reduction in the participation amount (through a reduction in Commitments or otherwise) shall not constitute a change in the terms of the participation amount of any participant), and (iii) sub-participations by the participant (except to an affiliate, parent company or affiliate of a parent company of the participant) shall be prohibited. In the case of any such participation, the participant shall not have any rights under this Credit Agreement or the other Credit Documents (the participant’s rights against the selling Lender in respect of such participation to be those set forth in the participation agreement with such Lender creating such participation) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation, provided, however, that such participant shall be entitled to receive additional amounts under Sections 3.6, 3.7, 3.9, 3.10, 3.13 and 3.14 on the same basis as if it were a Lender (but in no event shall such additional amounts exceed the amount which would have been payable to the relevant Lender in the absence of such participation, and subject to limitations on such participant comparable to those contained in Section 3.12 with respect to Requesting Lenders).

10.4    No Waiver; Remedies Cumulative.

No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or privilege hereunder or under any other Credit Document and no course of dealing between the Administrative Agent or any Lender and the Borrower shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or under any other Credit Document preclude any other or further exercise thereof or the exercise

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of any other right, power or privilege hereunder or thereunder. The rights and remedies provided herein are cumulative and not exclusive of any rights or remedies which the Administrative Agent or any Lender would otherwise have. No notice to or demand on the Borrower shall entitle the Borrower to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Administrative Agent or the Lenders to any other or further action in any circumstances without notice or demand.

10.5    Payment of Expenses, etc.

The Borrower agrees to: (i) pay all reasonable out-of-pocket costs and expenses (A) of the Administrative Agent in connection with the negotiation, preparation, execution and delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and expenses of Robinson Bradshaw & Hinson, P.A., special counsel to the Administrative Agent) and any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrower under this Credit Agreement, provided, however, the Borrower’s obligations under this subsection (A) shall be limited to those of one law firm, and (B) of the Administrative Agent and the Lenders in connection with enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Administrative Agent and each of the Lenders); (ii) pay and hold each of the Lenders harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) reimburse each Lender and Agent, and their respective officers, directors, employees, representatives, from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of any investigation, litigation or other proceeding (whether or not any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified).

10.6    Amendments, Waivers and Consents.

Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing entered into by, or approved in writing by, the Required Lenders and the Borrower, provided, however, that:

(a) the consent of each Lender affected thereby is required to:

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(i) extend the final maturity of any Loan or any Commitment, or any portion thereof, or extend or waive any principal amortization payment of any Loan, or any portion thereof, or waive application of any mandatory prepayment;

(ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any increase in interest rates after the occurrence of an Event of Default or on account of a failure to deliver financial statements on a timely basis) thereon or Fees hereunder;

(iii) reduce or waive the principal amount of any Loan;

(iv) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender);

(v) except as the result of or in connection with a dissolution, merger or disposition of a Subsidiary permitted under Section 7.3, release the Borrower from its obligations under the Credit Documents;

(vi) amend, modify or waive any provision of this Section 10.6 or Sections 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.13, 3.14, 3.15, 3.16, 8.1(a), 10.2, 10.3, 10.5, or 10.9;

(vii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders;

(viii) expand or otherwise add any new currency to the definition of Available Foreign Currency; or

(ix) consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents except as permitted thereby.

(b) without the consent of the Administrative Agent, no provision of Section 9 may be amended;

Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the United States Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow the Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding.

10.7 Counterparts.

This Credit Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the

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same instrument. It shall not be necessary in making proof of this Credit Agreement to produce or account for more than one such counterpart.

10.8    Headings.

The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Credit Agreement.

10.9    Survival.

All indemnities set forth herein, including, without limitation, in Sections 3.10, 3.13, 3.14, 9.7 or 10.5 shall survive the execution and delivery of this Credit Agreement, the making of the Loans, the repayment of the Loans and other obligations under the Credit Documents and the termination of the Commitments hereunder, and all representations and warranties made by the Borrower herein shall survive delivery of the Notes and the making of the Loans hereunder.

10.10    Governing Law; Submission to Jurisdiction; Venue.

(a) THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH CAROLINA. Any legal action or proceeding with respect to this Credit Agreement or any other Credit Document shall be brought in the state or federal courts in the City of Charlotte, State of North Carolina and, by execution and delivery of this Credit Agreement, the Borrower hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of such courts. The Borrower further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at the address set out for notices pursuant to Section 10.1, such service to become effective five (5) days after such mailing. Nothing herein shall affect the right of the Administrative Agent to serve process in any other manner permitted by law or to commence legal proceedings or to otherwise proceed against the Borrower in any other jurisdiction.

(b) The Borrower hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Credit Agreement or any other Credit Document brought in the courts referred to in subsection (a) hereof and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

(c) TO THE EXTENT PERMITTED BY LAW, EACH OF THE ADMINISTRATIVE AGENT, THE LENDERS AND THE BORROWER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN

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ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS CREDIT AGREEMENT, ANY OF THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

10.11    Confidentiality.

Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent requested by any regulatory authority; (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process; (d) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Credit Agreement or the enforcement of rights hereunder; (e) subject to an agreement containing provisions substantially the same as those of this Section 10.11, to (i) any assignee or participant, or any prospective assignee or participant, any of its rights or obligations under this Credit Agreement, subject to the terms of Section 10.3, or (ii) any direct or indirect contractual counterparty or prospective counterparty (or such contractual counterparty’s or prospective counterparty’s professional advisor) to any credit derivative transaction relating to the Loans; (f) with the consent of the Borrower; (g) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section 10.11 or (ii) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Borrower and its Subsidiaries; (h) to the National Association of Insurance Commissioners or any other similar organization or any nationally recognized rating agency that requires access to information about a Lender’s or its Affiliates’ investment portfolio in connection with ratings issued with respect to such Lender or its Affiliates; or (i) credit reporting activities pursuant to credit reporting laws, rules and regulations. For the purposes of this Section, “Information” means all information received from the Borrower or its Subsidiaries relating to the Borrower and its Subsidiaries or their business, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower and its Subsidiaries.

10.12    Severability.

If any provision of any of the Credit Documents is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.

10.13    Entirety.

This Credit Agreement together with the other Credit Documents represent the entire agreement of the parties hereto and thereto, and supersede all prior agreements and understandings, oral or written, if any, including any commitment letters or correspondence relating to the Credit Documents or the transactions contemplated herein and therein.

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10.14    Binding Effect; Termination.

(a) This Credit Agreement shall become effective at such time on or after the Effective Date when it shall have been executed by the Borrower and the Administrative Agent, and the Administrative Agent shall have received copies hereof (telefaxed or otherwise) which, when taken together, bear the signatures of each Lender, and thereafter this Credit Agreement shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent and each Lender and their respective successors and assigns.

(b) The term of this Credit Agreement shall be until no Loans or any other amounts payable hereunder or under any of the other Credit Documents shall remain outstanding and until all of the Commitments hereunder shall have expired or been terminated.

10.15    Judgment Currency.

If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or under any other Credit Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under the other Credit Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Credit Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or such Lender of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such Lender may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or such Lender in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender or the Person to whom such obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent or such Lender in such currency, the Administrative Agent or such Lender agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law).

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Credit Agreement to be duly executed and delivered as of the date first above written.

BORROWER: NUCOR CORPORATION, a Delaware corporation By: /s/ Terry S. Lisenby                             Name: Terry S. Lisenby Title: Executive VP, CFO and Treasurer

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LENDERS: WACHOVIA BANK, NATIONAL ASSOCIATION, individually in its capacity as a Lender and in its capacity as Administrative Agent By:   /s/ Jason S. Miller                                                          Name: Jason S. Miller Title: Vice President

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BANK OF AMERICA, N.A., individually in its capacity as a Lender and in its capacity as Syndication Agent
By:	/s/  Chitt Swamidasan
Name:	Chitt Swamidasan
Title:	Principal

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BANK ONE, NA, as a Lender
By:	/s/ Louis B. Virgo
Name: Title:	Louis B. Virgo Assistant Vice President

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CIBC, INC., as a Lender
By:	/s/  Lindsay Gordon
Name: Title:	Lindsay Gordon Executive Director CIBC World Markets Corp. As Agent

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THE BANK OF NEW YORK, as a Lender
By:	/s/ David C. Siegel
Name: Title:	David C. Siegel Vice President

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THE NORTHERN TRUST COMPANY, as a Lender
By:	/s/ Stephen Bowman
Name: Title:	Stephen Bowman Senior Vice President

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EX-4.7

Exhibit 4.7

364-DAY REVOLVING CREDIT AGREEMENT

Dated as of October 4, 2002

among

NUCOR CORPORATION

as Borrower

THE LENDERS NAMED HEREIN

AND

WACHOVIA BANK, NATIONAL ASSOCIATION,

as Administrative Agent

BANK OF AMERICA, N.A.,

as Syndication Agent

BANK ONE, NA and CIBC WORLD MARKETS,

as Co-Documentation Agents

Arranged By:

WACHOVIA SECURITIES, INC.,

and

BANC OF AMERICA SECURITIES LLC,

as Co-Lead Arrangers and Joint Book Runners

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS

1.1	Definitions.	1
1.2	Computation of Time Periods and Dollar Equivalents.	14
1.3	Accounting Terms.	15
1.4	Exchange Rates; Currency Equivalents.	15
1.5	Redenomination of Certain Available Foreign Currencies.	15

ARTICLE II

CREDIT FACILITIES

2.1	Revolving Loans.	16
2.2	Competitive Loan Subfacility.	18
2.3	Letter of Credit Subfacility.	21

ARTICLE III

OTHER PROVISIONS RELATING TO CREDIT FACILITIES

3.1	Default Rate.	25
3.2	Extension and Conversion.	25
3.3	Prepayments.	26
3.4	Termination and Reduction of Commitments.	26
3.5	Fees.	27
3.6	LIBOR Reserve Compensation.	28
3.7	Capital Adequacy.	28
3.8	Unavailability.	28
3.9	Illegality.	29
3.10	Requirements of Law.	30
3.11	Inability To Determine Interest Rate.	31
3.12	Replacement of Lenders.	31
3.13	Taxes.	32
3.14	Indemnity.	34
3.15	Pro Rata Treatment.	35
3.16	Sharing of Payments.	36
3.17	Payments, Computations, Etc.	36
3.18	Obligation of Lenders to Mitigate.	38
3.19	Evidence of Debt.	39
3.20	Indemnification; Nature of Issuing Lender’s Duties.	39

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ARTICLE IV

CONDITIONS

4.1	Conditions to Closing.	41
4.2	Conditions to All Extensions of Credit.	42

ARTICLE V

REPRESENTATIONS AND WARRANTIES

5.1	Financial Condition.	43
5.2	Organization; Existence.	44
5.3	Power; Authorization; Enforceable Obligations.	44
5.4	Conflict.	44
5.5	No Material Litigation.	45
5.6	No Default.	45
5.7	Taxes.	45
5.8	ERISA	45
5.9	Governmental Regulations, Etc.	46
5.10	Purpose of Extensions of Credit.	47
5.11	Compliance with Laws; Contractual Obligations.	47
5.12	Accuracy and Completeness of Information.	47
5.13	Environmental Matters.	47

ARTICLE VI

AFFIRMATIVE COVENANTS

6.1	Financial Statements.	48
6.2	Certificates; Other Information.	49
6.3	Notices.	50
6.4	Maintenance of Existence and Compliance with Law.	50
6.5	Maintenance of Property; Insurance.	51
6.6	Inspection of Property; Books and Records; Discussions.	51
6.7	Consolidated Funded Debt to Total Capitalization Ratio.	51
6.8	Use of Proceeds.	51

ARTICLE VII

NEGATIVE COVENANTS

7.1	Funded Debt of Subsidiaries.	52
7.2	Negative Pledge.	52
7.3	Consolidation, Merger and Sale of Assets.	54
7.4	Transactions with Affiliates.	54
7.5	Permitted Investments.	54
7.6	Limitation on Certain Restrictions	54

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ARTICLE VIII

EVENTS OF DEFAULT

8.1	Events of Default.	55
8.2	Acceleration; Remedies.	57

ARTICLE IX

AGENCY PROVISIONS

9.1	Appointment.	58
9.2	Delegation of Duties.	58
9.3	Exculpatory Provisions.	58
9.4	Reliance on Communications.	59
9.5	Notice of Default.	59
9.6	Non-Reliance on Administrative Agent and Other Lenders.	60
9.7	Indemnification.	60
9.8	Administrative Agent in its Individual Capacity.	61
9.9	Successor Administrative Agent.	61
9.10	Other Agents, Arrangers and Book Runners.	61

ARTICLE X

MISCELLANEOUS

10.1	Notices.	62
10.2	Right of Set-Off.	63
10.3	Benefit of Agreement.	63
10.4	No Waiver; Remedies Cumulative.	66
10.5	Payment of Expenses, etc.	66
10.6	Amendments, Waivers and Consents.	67
10.7	Counterparts.	68
10.8	Headings.	68
10.9	Survival.	68
10.10	Governing Law; Submission to Jurisdiction; Venue.	68
10.11	Confidentiality.	69
10.12	Severability.	70
10.13	Entirety.	70
10.14	Binding Effect; Termination.	70
10.15	Judgment Currency.	70

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SCHEDULES

Schedule 1.1(a)	Form of Account Designation Letter
Schedule 1.1(b)	Joint Ventures
Schedule 2.1(a)	Schedule of Lenders and Commitments
Schedule 2.1(b)(i)	Form of Notice of Borrowing
Schedule 2.1(e)	Form of Revolving Note
Schedule 2.2(b)-1	Form of Competitive Bid Request
Schedule 2.2(b)-2	Form of Notice of Receipt of Competitive Bid Request
Schedule 2.2(c)	Form of Competitive Bid
Schedule 2.2(e)	Form of Competitive Bid Accept/Reject Letter
Schedule 3.2	Form of Notice of Extension/Conversion
Schedule 3.17(b)	Place of Payments
Schedule 4.1(c)(v)	Secretary’s Certificate
Schedule 5.5	Description of Legal Proceedings
Schedule 5.7	Taxes
Schedule 5.13	Environmental Matters
Schedule 6.2(a)	Form of Officer’s Compliance Certificate
Schedule 7.1	Subsidiary Funded Debt
Schedule 7.2	Liens
Schedule 10.1	Notices
Schedule 10.3(b)	Form of Assignment and Acceptance

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364-DAY REVOLVING CREDIT AGREEMENT

THIS 364-DAY REVOLVING CREDIT AGREEMENT dated as of October 4, 2002 (the “Credit Agreement”), is by and among NUCOR CORPORATION, a Delaware corporation (the “Borrower”), the lenders named herein and such other lenders as may become a party hereto (the “Lenders”), WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”) and BANK OF AMERICA, N.A., as Syndication Agent (in such capacity, the “Syndication Agent”).

W I T N E S S E T H

WHEREAS, the Borrower has requested that the Lenders provide a $125 million revolving credit facility for the purposes hereinafter set forth; and

WHEREAS, the Lenders have agreed to make the requested credit facility available to the Borrower on the terms and conditions hereinafter set forth;

NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions.

As used in this Credit Agreement, the following terms shall have the meanings specified below unless the context otherwise requires:

“Account Designation Letter” means the Notice of Account Designation Letter dated the date hereof from the Borrower to the Administrative Agent in substantially the form attached hereto as Schedule 1.1(a).

“Administrative Agent” shall have the meaning assigned to such term in the heading hereof, together with any successors or assigns.

“Administrative Agent’s Fees” shall have the meaning assigned to such term in Section 3.5(e).

“Administrative Agent’s Fee Letter” means that certain letter agreement, dated as of July 17, 2002, between the Administrative Agent and the Borrower, as amended, modified, supplemented or replaced from time to time.

“Affected Lender” means such term as defined in Section 3.9(a).

“Affiliate” means as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, a Person shall be deemed to be “controlled by” a Person if such Person possesses,

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directly or indirectly, power either (a) to vote 10% or more of the securities having ordinary voting power for the election of directors of such Person or (b) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

“Agents” means the Administrative Agent and Syndication Agent.

“Aggregate Commitment” means, for any Utilization Period, the sum of the Aggregate Revolving Committed Amount under this Agreement and the aggregate amount of revolving commitments under the Multi-Year Credit Agreement.

“Aggregate Revolving Committed Amount” means the aggregate amount of Revolving Commitments in effect from time to time, being initially ONE HUNDRED AND TWENTY-FIVE MILLION DOLLARS ($125,000,000).

“Applicable Percentage” means for any day, the rate per annum set forth below opposite the applicable rating for the Borrower’s senior unsecured (non-credit enhanced) long term debt then in effect, it being understood that the Applicable Percentage for (i) Base Rate Loans shall be the percentage set forth under the appropriate column “Base Rate Margin” based on the Utilization, (ii) LIBOR Loans shall be the percentage set forth under the appropriate column “LIBOR Margin” based on the Utilization, (iii) the Facility Fee shall be the percentage set forth under the column “Facility Fee,” and (iv) the Letter of Credit Fee shall be the percentage set forth under the column “LIBOR Margin” based on the Utilization:

Pricing Level	Rating (S&P/ Moody’s)	Base Rate Margin		LIBOR Margin		Base Rate Margin		LIBOR Margin		Facility Fee
	Utilization <50%					Utilization <50%
I	AA-/Aa3 or above	0		.16	%	.05	%	.21	%	.04	%
II	A+/A1	0		.19	%	.05	%	.24	%	.06	%
III	A/A2	0		.32	%	.075	%	.395	%	.08	%
IV	A-/A3	0		.40	%	.075	%	.475	%	.10	%
V	BBB+/Baa1 or lower	0.025	%	.625	%	.125	%	.725	%	.15	%

The numerical classification set forth under the column “Pricing Level” shall be established based on the better of ratings by S&P and Moody’s for the Borrower’s senior unsecured (non-credit enhanced) long term debt, provided that such ratings are not more than one Pricing Level apart; and at the Pricing Level immediately above the lower of the ratings by S&P and Moody’s in the event the ratings are more than one Pricing Level apart. The Applicable Percentage shall be determined and adjusted quarterly on the date five (5) Business Days after the end of each calendar quarter (each a “Rate Determination Date”) based on the debt rating in effect on the last day of the preceding calendar quarter and shall be effective until the next Rate Determination Date. Adjustments in the Applicable Percentage shall be effective as to all Loans, existing and

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prospective, from the date of adjustment. The Administrative Agent shall promptly notify the Lenders of changes in the Applicable Percentage.

“Attributed Principal Amount” means (i) in the case of Capital Leases, the amount of capital lease obligations determined in accordance with GAAP, (ii) in the case of Synthetic Leases, an amount determined by capitalization of the remaining lease payments thereunder as if it were a Capital Lease determined in accordance with GAAP, and (iii) in the case of Securitization Transactions, the outstanding principal amount of such financing, after taking into account and making appropriate adjustments, determined by the Administrative Agent in its reasonable judgment.

“Available Foreign Currency” means (i) Euros, Canadian Dollars, British Pounds Sterling, Swiss Francs and Japanese Yen and (ii) any other freely available currency which is freely transferable and freely convertible into Dollars and in which dealings in deposits are carried on in the London interbank market, which shall be requested by the Borrower and approved by each Lender.

“Average Outstanding Loans” means, for any Utilization Period, the sum of the aggregate principal amount of Obligations outstanding under this Agreement and loans and letter of credit obligations outstanding under the Multi-Year Credit Agreement as of the end of each day during such Utilization Period, divided by the number of days in such Utilization Period.

“Bank Secrecy Act” means 31 U.S.C. §§ 5311 et seq., as amended from time to time, and any successor statute, and all rules and regulations from time to time promulgated thereunder.

“Base Rate” means, for any day, the rate per annum (rounded upwards, if necessary, to the nearest whole multiple of 1/100 of 1%) equal to the greater of (a) the Federal Funds Rate in effect on such day plus ½ of 1% or (b) the Prime Rate in effect on such day. If for any reason the Administrative Agent shall have reasonably determined (which determination shall be conclusive absent manifest error) that it is unable after due inquiry to ascertain the Federal Funds Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms hereof, the Base Rate shall be determined without regard to clause (a) of the first sentence of this definition until the circumstances giving rise to such inability no longer exist. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Rate shall be effective on the effective date of such change in the Prime Rate or the Federal Funds Rate, respectively.

“Base Rate Loan” means any Loan bearing interest at a rate determined by reference to the Base Rate.

“Borrower” means Nucor Corporation, a Delaware corporation, as referenced in the opening paragraph, its successors and permitted assigns.

“Business Day” means any day other than a Saturday, Sunday or legal holiday on which commercial banks are open for business in Charlotte, North Carolina and New York, New York; except that when used in connection with a LIBOR Loan, such day shall also be a day on which dealings between banks are carried on in London, England in deposits of Dollars or Available Foreign Currencies, as applicable. “Business Day” shall also exclude any day on which banks are closed for dealings when used in connection with Foreign Currency Loans. “Business Day”

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shall also exclude any day on which banks are not open for foreign exchange dealings between banks in the exchange of the home country of such foreign currency.

“Capital Lease” means, as applied to any Person, any lease of any Property (whether real, personal or mixed) by that Person as lessee which, in accordance with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person.

“Code” means the Internal Revenue Code of 1986, as amended, and any successor statute thereto, as interpreted by the rules and regulations issued thereunder, in each case as in effect from time to time. References to sections of the Code shall be construed also to refer to any successor sections.

“Commitment” means the Revolving Commitment, including the LOC Commitment, as a subfacility thereof.

“Commitment Period” means the period from and including the Effective Date to but not including the earlier of (i) the Termination Date, or (ii) the date on which the Commitments terminate in accordance with the provisions of this Credit Agreement.

“Committed Obligations” means Revolving Loans, including the LOC Obligations, as a subfacility of the Revolving Loans.

“Competitive Bid” means an offer by a Lender to make a Competitive Loan pursuant to the terms of Section 2.2.

“Competitive Bid Rate” means, as to any Competitive Bid made by a Lender in accordance with the provisions of Section 2.2, the fixed rate of interest offered by the Lender making the Competitive Bid.

“Competitive Bid Request” means a request by the Borrower for Competitive Bids in accordance with the provisions of Section 2.2(b).

“Competitive Bid Request Fee” means such fee, if any, agreed upon by the Borrower and the Administrative Agent payable in connection with each Competitive Bid Request.

“Competitive Bid Request Fee Letter” means that certain letter agreement, dated as of October 4, 2002, between the Administrative Agent and the Borrower, as amended, modified, supplemented or replaced from time to time.

“Competitive Loan” means a loan made by a Lender in its discretion pursuant to the provisions of Section 2.2.

“Competitive Loan Lenders” means, at any time, those Lenders which have Competitive Loans outstanding.

“Competitive Loan Maximum Amount” shall have the meaning assigned to such term in Section 2.2(a).

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“Consolidated Funded Debt” means Funded Debt of the Borrower and its subsidiaries on a consolidated basis in accordance with GAAP.

“Consolidated Funded Debt to Total Capitalization Ratio” means the ratio of Consolidated Funded Debt to Consolidated Total Capitalization.

“Consolidated Group” means the Borrower and its consolidated subsidiaries as determined in accordance with GAAP.

“Consolidated Net Worth” means shareholders’ equity or net worth of the Borrower and its subsidiaries on a consolidated basis determined in accordance with GAAP.

“Consolidated Total Capitalization” means the sum of Consolidated Funded Debt plus Consolidated Net Worth.

“Credit Documents” means a collective reference to this Credit Agreement, the Notes, the Administrative Agent’s Fee Letter, the Competitive Bid Request Fee Letter, the LOC Documents and all other related agreements and documents issued or delivered hereunder or thereunder or pursuant hereto or thereto.

“Default” means any event, act or condition which with notice or lapse of time, or both, would constitute an Event of Default.

“Defaulting Lender” means, at any time, any Lender that, at such time, (i) has failed to make a Loan or fund a participation interest required pursuant to the terms of this Credit Agreement, (ii) has failed to pay to the Administrative Agent or any Lender an amount owed by such Lender pursuant to the terms of the Credit Agreement or any other of the Credit Documents, or (iii) has been deemed insolvent or has become subject to a bankruptcy or insolvency proceeding or to a receiver, trustee or similar proceeding.

“Determination Date” means with respect to any Extension of Credit:

(a) in connection with the origination of any new Extension of Credit, the Business Day which is the earliest of the date such credit is extended, the date the rate is set or the date the bid is accepted, as applicable;

(b) in connection with any extension or conversion or continuation of an existing Loan, the last Business Day of each month or the Business Day which is the earlier of the date such advance is extended, converted or continued, or the date the rate is set, as applicable, in connection with any extension, conversion or continuation;

(c) in connection with any extension of an existing Letter of Credit, the last Business Day of each month or the Business Day which is the earlier of the date such Letter of Credit is extended; or

(d) the date of any reduction of the Revolving Committed Amount pursuant to the terms of Section 3.4; and

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in addition to the foregoing, an additional date each month to be determined by the Administrative Agent. For purposes of determining availability hereunder, the rate of exchange for Available Foreign Currency shall be the Spot Rate.

“Dollar Amount” means (a) with respect to Dollars or an amount denominated in Dollars, such amount and (b) with respect to an amount of any Foreign Currency or an amount denominated in such Foreign Currency, the Dollar Equivalent of such amount on the applicable date contemplated in this Credit Agreement.

“Dollar Equivalent” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Foreign Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date and inclusive of all reasonable related costs of conversion, if any, that are actually incurred) for the purchase of Dollars with such Foreign Currency.

“Dollars” and “$” means dollars in lawful currency of the United States of America.

“Effective Date” means the date hereof.

“EMU” means Economic and Monetary Union as contemplated in the Treaty on European Union.

“EMU Legislation” means legislative measures of the European Council (including without limitation European Council regulations) for the introduction of, changeover to or operation of a single or unified European currency (whether known as the Euro or otherwise), being in part the implementation of the third stage of EMU.

“Environmental Laws” means any and all applicable foreign, federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements or any Governmental Authority or other Requirement of Law regulating, relating to or imposing liability or standards of conduct concerning protection of human health or the environment, as now or may at any time be in effect during the term of this Credit Agreement.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute thereto, as interpreted by the rules and regulations thereunder, all as the same may be in effect from time to time. References to sections of ERISA shall be construed also to refer to any successor sections.

“ERISA Affiliate” means an entity, whether or not incorporated, which is under common control with the Borrower within the meaning of Section 4001(a)(14) of ERISA, or is a member of a group which includes the Borrower and which is treated as a single employer under Sections 414(b) or (c) of the Code.

“ERISA Event” means (i) with respect to any Single Employer Plan or Multiple Employer Plan, the occurrence of a Reportable Event; (ii) the withdrawal by the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate from a Multiple Employer Plan during a plan year in which it was a substantial employer (as such term is defined in Section 4001(a)(2) of ERISA), or the termination of a Multiple Employer Plan; (iii) the distribution of a notice of

6

intent to terminate or the actual termination of a Plan pursuant to Section 4041(a)(2) or 4041A of ERISA; (iv) the institution of proceedings to terminate or the actual termination of a Plan by the PBGC under Section 4042 of ERISA; (v) any event or condition which could reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan; (vi) the complete or partial withdrawal of the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate from a Multiemployer Plan or the receipt by the Borrower, any Subsidiary or any ERISA Affiliate that a Multiemployer Plan is in reorganization; (vii) the conditions for imposition of a lien under Section 302(f) of ERISA exist with respect to any Plan; or (vii) the adoption of an amendment to any Plan requiring the provision of security to such Plan pursuant to Section 307 of ERISA.

“Euro” means the single currency of Participating Member States of the European Union.

“Euro Unit” means the currency unit of the Euro.

“Event of Default” means such term as defined in Section 8.1.

“Extension of Credit” means, as to any Lender, the making of a Loan by such Lender or the issuance of, or participation in, a Letter of Credit by such Lender.

“Fees” means all fees payable pursuant to Section 3.5.

“Federal Funds Rate” means, for any day, the rate of interest per annum (rounded upwards, if necessary, to the nearest whole multiple of 1/100 of 1%) 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 on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided that (A) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day and (B) if no such rate is so published on such next preceding Business Day, the Federal Funds Rate for such day shall be the average rate quoted to the Administrative Agent on such day on such transactions as reasonably determined by the Administrative Agent.

“Foreign Currency” means Available Foreign Currency.

“Foreign Currencies Committed Amount” shall have the meaning assigned to such term in Section 2.1(a).

“Foreign Currency Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Available Foreign Currency as determined by the Administrative Agent at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Available Foreign Currency with Dollars.

“Foreign Currency Loan” means any Loan denominated in an Available Foreign Currency.

“Funded Debt” means, with respect to any Person, without duplication, (i) all indebtedness for borrowed money, (ii) all obligations evidenced by bonds, debentures, notes or

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similar instruments, or upon which interest payments are customarily made, (iii) all obligations to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business, (iv) the Attributed Principal Amount of Capital Leases, Securitization Transactions and Synthetic Leases, (v) all Funded Debt of any partnership or joint venture, but only to the extent (A) of recourse to such Person for payment thereof or (B) that, for purposes of Section 6.7 hereof, such Funded Debt of such partnership or joint venture is consolidated, in accordance with GAAP, in the financial statements of the Consolidated Group, (vi) the maximum amount of standby letters of credit issued or bankers’ acceptance facilities created for the account of such Person, and (vii) Support Obligations in respect of Funded Debt of another Person in connection with, related to or supporting Funded Debt or issued as performance-based letters of credit (other than trade letters of credit).

“GAAP” means generally accepted accounting principles in the United States applied on a consistent basis and subject to the terms of Section 1.3 hereof.

“Government Acts” has the meaning set forth in Section 3.20.

“Governmental Authority” means any Federal, state, local or foreign court or governmental agency, authority, commission, instrumentality or regulatory body.

“Interest Payment Date” means (i) as to any Base Rate Loan, the last day of each March, June, September and December, the date of repayment of principal of such Loan and the later of (A) the Termination Date or (B) if applicable, the extended repayment date set forth in Section 2.1(g) and (ii) as to any LIBOR Loan or Competitive Loan, the last day of each Interest Period for such Loan, the date of repayment of principal of such Loan and on the later of (A) the Termination Date or (B) if applicable, the extended repayment date set forth in Section 2.1(g), and in addition where the applicable Interest Period is more than three months, then also on the date three months from the beginning of the Interest Period, and each three months thereafter. If an Interest Payment Date falls on a date which is not a Business Day, such Interest Payment Date shall be deemed to be the next succeeding Business Day, except that in the case of LIBOR Loans where the next succeeding Business Day falls in the next succeeding calendar month, then on the next preceding Business Day.

“Interest Period” means, (i) as to any LIBOR Loan, a period of one, two, three or six month’s duration, as the Borrower may elect, commencing in each case, on the date of the borrowing (including conversions, extensions and renewals) and (ii) as to any Competitive Loan, a period of not less than 7 nor more than 180 days’ duration, as the Borrower may request and the Competitive Lender may agree in accordance with the provisions of Section 2.2; provided, however, (A) if any Interest Period would end on a day which is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day (except that in the case of LIBOR Loans where the next succeeding Business Day falls in the next succeeding calendar month, then on the next preceding Business Day), (B) no Interest Period shall extend beyond the later of (A) the Termination Date or (B) if applicable, the extended repayment date set forth in Section 2.1(g), and (C) in the case of LIBOR Loans, where an Interest Period begins on a day for which there is no numerically corresponding day in the calendar month in which the Interest Period is to end, such Interest Period shall end on the last day of such calendar month.

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“Investment” means all investments, in cash or by delivery of property made, directly or indirectly in, to or from any Person, whether by acquisition of shares of capital stock or other equity interest, property, assets, indebtedness or other obligations or securities or by loan advance, capital contribution or otherwise.

“Issuing Lender” means Wachovia and, solely with respect to existing letters of credit that become Letters of Credit under this Agreement pursuant to the last sentence of Section 2.3(a) hereof, Bank of America, N.A.

“Issuing Lender Fees” has the meaning set forth in Section 3.5(d).

“Joint Ventures” means (i) those entities listed on Schedule 1.1(b) and (ii) any other non-public Subsidiaries in which the Borrower, directly or indirectly, owns and controls less than 80% of the capital stock or other equity interest having ordinary voting power to elect directors or other managers of such Subsidiary and where the remaining ownership and control of such Subsidiary is held by an independent entity with whom the Borrower, or one of its Subsidiaries, is engaged in a business venture.

“Lenders” means each of the Persons identified as a “Lender” on the signature pages hereto, and their successors and assigns.

“Letters of Credit” means the letters of credit issued by the Issuing Lender pursuant to the terms hereof, as such Letters of Credit may be amended, restated, modified, extended, renewed or replaced from time to time.

“Letter of Credit Fee” shall have the meaning set forth in Section 3.5(c).

“LIBOR Loan” means any Loan bearing interest at a rate determined by reference to the LIBOR Rate.

“LIBOR Rate” means, for any LIBOR Loan for any Interest Period therefor, the rate per annum (rounded upwards, if necessary, to the nearest 1/100th of 1%) appearing on Telerate Page 3750 (or any successor or equivalent page) as the London interbank offered rate for deposits in Dollars or applicable Available Foreign Currency, as appropriate, at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period. If for any reason such rate is not available, the term “LIBOR Rate” shall mean, for any LIBOR Loan for any Interest Period therefor, the rate per annum (rounded upwards, if necessary, to the nearest 1/100th of 1%) appearing on Reuters Screen LIBO Page as the London interbank offered rate for deposits in Dollars or applicable Available Foreign Currency, as appropriate, at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period; provided, however, if more than one rate is specified on Reuters Screen LIBO Page, the applicable rate shall be the arithmetic mean of all such rates.

“LIBOR Reserve Percentage” means for any day, that percentage (expressed as a decimal) which is in effect from time to time under Regulation D of the Board of Governors of the Federal Reserve System (or other applicable authority or any successor thereof), as such regulation may be amended from time to time or any successor regulation, as the maximum

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reserve requirement (including, without limitation, any basic, supplemental, emergency, special, or marginal reserves) applicable with respect to eurocurrency liabilities as that term is defined in Regulation D (or against any other category of liabilities that includes deposits by reference to which the interest rate of LIBOR Loans is determined), whether or not Lender has any eurocurrency liabilities subject to such reserve requirement at that time. LIBOR Loans shall be deemed to constitute eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefits of credits for proration, exceptions or offsets that may be available from time to time to a Lender. The LIBOR Rate shall be adjusted automatically on and as of the effective date of any change in the LIBOR Reserve Percentage.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, security interest, encumbrance, lien (statutory or otherwise), preference, priority or charge of any kind (including any conditional sale or other title retention agreement, any financing or similar statement or notice filed under the Uniform Commercial Code as adopted and in effect in the relevant jurisdiction or other similar recording or notice statute, and any lease in the nature thereof).

“Loan” or “Loans” means the Revolving Loans and/or Competitive Loans, as well as any term loan arising under Section 2.1(g).

“LOC Commitment” means, with respect to the Issuing Lender, the commitment to issue Letters of Credit and, with respect to each Lender, the commitment of such Lender to purchase participation interests in the Letters of Credit up to such Lender’s LOC Committed Amount.

“LOC Committed Amount” shall have the meaning provided in Section 2.3(a).

“LOC Documents” means, with respect to any Letter of Credit, such Letter of Credit, any amendments thereto, any documents delivered in connection therewith, any application therefor, and any agreements, instruments, guarantees or other documents (whether general in application or applicable only to such Letter of Credit) governing or providing for (i) the rights and obligations of the parties concerned or (ii) any collateral security for such obligations.

“LOC Obligations” shall mean, at any time, the sum of (i) the maximum amount which is, or at any time thereafter may become, available to be drawn under Letters of Credit then outstanding, assuming compliance with all requirements for drawings referred to in such Letters of Credit plus (ii) the aggregate amount of all drawings under Letters of Credit honored by the Issuing Lender but not theretofore reimbursed.

“Mandatory Borrowing” has the meaning set forth in Section 2.3(e).

“Material Adverse Effect” means a material adverse effect on the business, operations, property or financial condition of the Borrower and its Subsidiaries taken as a whole.

“Materials of Environmental Concern” shall mean any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products or any hazardous or toxic substances, materials, or wastes, defined or regulated as such in or under any Environmental Law, including, without limitation, asbestos, polychlorinated biphenyls and urea-formaldehyde insulation.

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“Moody’s” means Moody’s Investors Service, Inc., or any successor or assignee of the business of such company in the business of rating securities.

“Multiemployer Plan” means a Plan which is a multiemployer plan as defined in Sections 3(37) or 4001(a)(3) of ERISA.

“Multiple Employer Plan” means a Plan which the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate and at least one employer other than the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate are contributing sponsors.

“Multi-Year Credit Agreement” means that Multi-Year Revolving Credit Agreement dated as of the date hereof, as amended and modified, among the Borrower, the Lenders identified therein and Wachovia, as Administrative Agent.

“National Currency Unit” means a fraction or multiple of one Euro Unit expressed in units of the former national currency of a Participating Member State.

“Non-Excluded Taxes” means such term as is defined in Section 3.13.

“Note” or “Notes” means any Revolving Note.

“Notice of Borrowing” means a written notice of borrowing in substantially the form of Schedule 2.1(b)(i), as required by Section 2.1(b)(i).

“Notice of Extension/Conversion” means the written notice of extension or conversion in substantially the form of Schedule 3.2, as required by Section 3.2.

“Obligations” means the Loans and LOC Obligations.

“Participating Member State” means each country so described in any EMU Legislation.

“Participation Interest” means the purchase by a Lender of a participation in Loans as provided in Section 3.16 or in Letters of Credit as provided in Section 2.3.

“PBGC” means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA and any successor thereof.

“Person” means any individual, partnership, joint venture, firm, corporation, limited liability company, association, trust or other enterprise (whether or not incorporated) or any Governmental Authority.

“Plan” means any employee benefit plan (as defined in Section 3(3) of ERISA) which is covered by ERISA and with respect to which the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” within the meaning of Section 3(5) of ERISA.

“Prime Rate” means the rate of interest per annum publicly announced from time to time by Wachovia as its prime rate in effect at its principal office in Charlotte, North Carolina, with each change in the Prime Rate being effective on the date such change is publicly announced as

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effective (it being understood and agreed that the Prime Rate is a reference rate used by Wachovia in determining interest rates on certain loans and is not intended to be the lowest rate of interest charged on any extension of credit by Wachovia to any debtor).

“Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

“Proposed Lender” means such term as defined in Section 3.12.

“Register” shall have the meaning given such term in Section 10.3(c).

“Regulation T, U or X” means Regulation T, U or X, respectively, of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the notice requirement has been waived by regulation.

“Requesting Lender” shall have the meaning assigned to such term in Section 3.12.

“Required Lenders” means, at any time, Lenders having more than fifty percent (50%) of the Commitments, or if the Commitments have been terminated, Lenders having more than fifty percent (50%) of the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of Obligations outstanding (taking into account in each case Participation Interests or obligation to participate therein); provided that the Commitments of, and outstanding principal Dollar Amount (determined as of the most recent Determination Date) of Obligations (taking into account Participation Interests therein) owing to, a Defaulting Lender shall be excluded for purposes hereof in making a determination of Required Lenders.

“Requirement of Law” means, as to any Person, the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law (whether statutory or common), treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or to which any of its property is subject.

“Responsible Officer” means the Chief Executive Officer, President, Chief Financial Officer, the Controller, any Vice President and the Treasurer of the Borrower.

“Revaluation Date” means each of the following: (a) each date of a making of a LIBOR Loan denominated in an Available Foreign Currency, (b) each date of a continuation of a LIBOR Loan denominated in an Available Foreign Currency; (c) each date of issuance of a Letter of Credit denominated in an Available Foreign Currency, (d) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof, and (e) such additional dates as the Administrative Agent or the Required Lenders shall specify.

“Revolving Commitment” means, with respect to each Lender, the commitment of such Lender to make Revolving Loans in an aggregate principal Dollar Amount at any time outstanding of up to such Lender’s Revolving Committed Amount as specified in Schedule

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2.1(a), as such amount may be reduced from time to time in accordance with the provisions hereof.

“Revolving Commitment Percentage” means, for each Lender, a fraction (expressed as a decimal) the numerator of which is the Revolving Commitment of such Lender at such time and the denominator of which is the Aggregate Revolving Committed Amount at such time. The initial Revolving Commitment Percentages are set out on Schedule 2.1(a).

“Revolving Committed Amount” means, collectively, the aggregate amount of all of the Revolving Commitments and, individually, the amount of each Lender’s Revolving Commitment as specified in Schedule 2.1(a).

“Revolving Loans” shall have the meaning assigned to such term in Section 2.1(a).

“Revolving Note” or “Revolving Notes” means the promissory notes of the Borrower in favor of each of the Lenders evidencing the Revolving Loans and Competitive Loans in substantially the form attached as Schedule 2.1(e), individually or collectively, as appropriate, as such promissory notes may be amended, modified, supplemented, extended, renewed or replaced from time to time.

“S&P” means Standard & Poor’s Ratings Group, a division of McGraw Hill, Inc., or any successor or assignee of the business of such division in the business of rating securities.

“Securitization Transaction” means any financing transaction or series of financing transactions pursuant to which a member of the Consolidated Group may sell, convey or otherwise transfer, or grant a security interest in, accounts, payment receivables, rights to future lease payments or residuals or similar rights to payment (the “securitization receivables”) to a special purpose subsidiary or affiliate (a “securitization subsidiary”) or any other Person.

“Single Employer Plan” means any Plan which is covered by Title IV of ERISA, but which is not a Multiemployer Plan or a Multiple Employer Plan.

“Spot Rate” means the rate quoted by Wachovia as the spot rate for the applicable currency for the purchase by Wachovia of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m., Charlotte, North Carolina time, on the date two Business Days prior to the date as of which the foreign exchange computation is made.

“Subsidiary” means, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power to elect a majority of the directors or other managers of such corporation, partnership, limited liability company or other entity (irrespective of whether or not at the time, any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) are at the time owned by such Person directly or indirectly through Subsidiaries. Unless otherwise identified, “Subsidiary” or “Subsidiaries” shall mean Subsidiaries of the Borrower.

“Support Obligations” means, with respect to any Person, without duplication, any obligations of such Person (other than endorsements in the ordinary course of business of

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negotiable instruments for deposit or collection) guaranteeing or intended to guarantee any indebtedness of any other Person in any manner, whether direct or indirect, and including without limitation any obligation, whether or not contingent, (i) to purchase any such indebtedness or any Property constituting security therefor, (ii) to advance or provide funds or other support for the payment or purchase of any such indebtedness or to maintain working capital, solvency or other balance sheet condition of such other Person (including without limitation keep well agreements, maintenance agreements, comfort letters or similar agreements or arrangements) for the benefit of any holder of indebtedness of such other Person, (iii) to lease or purchase Property, securities or services primarily for the purpose of assuring the holder of such indebtedness, or (iv) to otherwise assure or hold harmless the holder of such indebtedness against loss in respect thereof. The amount of any Support Obligation hereunder shall (subject to any limitations set forth therein) be deemed to be an amount equal to the outstanding principal amount (or maximum principal amount, if larger) of the indebtedness in respect of which such Support Obligation is made.

“Syndication Agent” shall have the meaning assigned to such term in the heading hereof, together with any successors or assigns.

“Synthetic Lease” means any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product where the transaction is considered borrowed money indebtedness for tax purposes, but is classified as a operating lease under GAAP.

“TARGET” means the Trans-European Automated Real-time Gross settlement Express Transfer system.

“TARGET Business Day” means a day when TARGET is scheduled to be open for business.

“Termination Date” means the date 364 days following the Effective Date.

“Treaty on European Union” means the Treaty of Rome of March 25, 1957, as amended by the Single European Act 1986 and the Maastricht Treaty (which was signed at Maastricht on February 1, 1992 and came into force on November 1, 1993), as amended from time to time.

“Utilization” means, for any Utilization Period, the percentage obtained by dividing the Average Outstanding Loans by the average of the daily Aggregate Commitments.

“Utilization Period” means each calendar quarter, except that the initial Utilization Period shall commence on the Effective Date and end on September 30, 2002, and the final Utilization Period shall end on the Termination Date.

“Wachovia” means Wachovia Bank, National Association and its successors.

1.2 Computation of Time Periods and Dollar Equivalents.

For purposes of computation of periods of time hereunder, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding.”

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References herein to minimum Dollar Amounts and integral multiples stated in Dollars, where they shall also be applicable to Foreign Currency, shall be deemed to refer to approximate Foreign Currency Equivalents.

1.3 Accounting Terms.

Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall be prepared, in accordance with GAAP applied on a consistent basis. All calculations made for the purposes of determining compliance with this Credit Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent with the most recent annual or quarterly financial statements delivered pursuant to Section 6.1 hereof (or, prior to the delivery of the first financial statements pursuant to Section 6.1 hereof, consistent with the annual audited financial statements referenced in Section 5.1(i) hereof); provided, however, if (a) the Borrower shall object to determining such compliance on such basis at the time of delivery of such financial statements due to any change in GAAP or the rules promulgated with respect thereto or (b) the Administrative Agent or the Required Lenders shall so object in writing within 30 days after delivery of such financial statements, then such calculations shall be made on a basis consistent with the most recent financial statements delivered by the Borrower to the Lenders as to which no such objection shall have been made.

1.4 Exchange Rates; Currency Equivalents.

(a) The Administrative Agent shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Extensions of Credit and amounts outstanding hereunder denominated in Available Foreign Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrower hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency for purposes of the Credit Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent.

(b) Wherever in this Credit Agreement in connection with an Extension of Credit, conversion, continuation or prepayment of a Loan, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Extension of Credit or Loan is denominated in an Available Foreign Currency, such amount shall be the relevant Foreign Currency Equivalent of such Dollar amount (rounded to the nearest 1,000 units of such Available Foreign Currency), as determined by the Administrative Agent.

1.5 Redenomination of Certain Available Foreign Currencies.

(a) Each obligation of the Borrower to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the

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time of such adoption (in accordance with the EMU Legislation). If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Extension of Credit in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Extension of Credit, at the end of the then current Interest Period.

(b) Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro.

ARTICLE II

CREDIT FACILITIES

2.1 Revolving Loans.

(a) Revolving Commitment. During the Commitment Period, subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans in Dollars and Available Foreign Currencies (the “Revolving Loans”) to the Borrower from time to time in the amount of such Lender’s Revolving Commitment Percentage of such Revolving Loans for the purposes hereinafter set forth; provided that (i) with regard to the Lenders collectively, the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of Obligations outstanding at any time shall not exceed the Aggregate Revolving Committed Amount, (ii) with regard to each Lender individually, the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of such Lender’s Revolving Commitment Percentage of Committed Obligations outstanding at any time shall not exceed such Lender’s Revolving Committed Amount, and (iii) the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of Obligations in Available Foreign Currencies shall not at any time exceed EIGHTY-FIVE MILLION DOLLARS ($85,000,000) (the “Foreign Currencies Committed Amount”). Revolving Loans may consist of Base Rate Loans or LIBOR Loans, or a combination thereof, as the Borrower may request, and Revolving Loans denominated in Available Foreign Currencies shall consist solely of LIBOR Loans, and may be repaid and reborrowed in accordance with the provisions hereof.

(b) Revolving Loan Borrowings.

(i) Notice of Borrowing. The Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in

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writing) to the Administrative Agent not later than 11:00 A.M. (Charlotte, North Carolina time) on the Business Day of the requested borrowing in the case of Base Rate Loans denominated in Dollars, on the third Business Day prior to the date of the requested borrowing in the case of LIBOR Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of all Loans denominated in Available Foreign Currencies . Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the currency and aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Base Rate Loans, LIBOR Loans or a combination thereof, and if LIBOR Loans are requested, the Interest Period(s) therefor. If the Borrower shall fail to specify in any such Notice of Borrowing (I) an applicable Interest Period in the case of a LIBOR Loan, then such notice shall be deemed to be a request for an Interest Period of one month, or (II) the type of Revolving Loan requested, then such notice shall be deemed to be a request for a Base Rate Loan hereunder, in the case of Revolving Loans denominated in Dollars or a LIBOR Loan, in any other case. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing pursuant to this Section 2.1(b)(i), the contents thereof and each such Lender’s share of any borrowing to be made pursuant thereto.

(ii) Minimum Amounts. Each Revolving Loan shall be in a minimum aggregate principal Dollar Amount of $5,000,000, in the case of LIBOR Loans, or $1,000,000 (or the remaining Revolving Committed Amount, if less), in the case of Base Rate Loans, and integral multiples of $1,000,000 in excess thereof.

(iii) Advances. Each Lender will make its Revolving Commitment Percentage of each Revolving Loan borrowing available to the Administrative Agent for the account of the Borrower as specified in Section 3.17(b), or in such other manner as the Administrative Agent may specify in writing, by 12:00 noon (Charlotte, North Carolina time or local time where the deposit is to be made in Available Foreign Currency) on the date specified in the applicable Notice of Borrowing in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent by crediting the account designated by the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

(c) Repayment. The principal amount of all Revolving Loans shall be due and payable in full on the earlier of the Termination Date or the date that the Obligations are accelerated pursuant to Section 8.2. Additionally, Revolving Loan payments may be due in part in accordance with Section 3.3(b).

(d) Interest. Subject to the provisions of Section 3.1:

(i) Base Rate Loans. During such periods as Revolving Loans shall comprise in whole or in part Base Rate Loans, such Base Rate Loans shall bear interest at a per annum rate equal to the Base Rate plus the Applicable Percentage;

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(ii) LIBOR Loans. During such periods as Revolving Loans shall comprise in whole or in part LIBOR Loans, such LIBOR Loans shall bear interest at a per annum rate equal to the LIBOR Rate plus the Applicable Percentage.

Interest on Revolving Loans shall be payable in arrears on each applicable Interest Payment Date (or at such other times as may be specified herein).

(e) Revolving Notes. The Revolving Loans shall, at the option of each Lender, be evidenced by a duly executed Revolving Note in favor of each Lender in the form of Schedule 2.1(e) attached hereto.

(f) Maximum Number of LIBOR Loans. The Borrower will be limited to a maximum number of eight (8) LIBOR Loans outstanding at any time. For purposes hereof, LIBOR Loans with separate or different Interest Periods will be considered as separate LIBOR Loans even if their Interest Periods expire on the same date.

(g) Term Out Option. The Borrower may convert the outstanding Revolving Loans to a term loan effective on the Termination Date, which shall be due and payable in full on the date that is 364 days subsequent to such Termination Date; provided that (i) the Borrower shall have delivered to the Administrative Agent a written notice electing such conversion at least thirty (30) days prior to the Termination Date and (ii) no Event of Default exists and is continuing on the date the notice is provided or on the Termination Date. The Applicable Percentage on Loans outstanding during the period of the term loan as set forth herein shall be determined as if the Utilization for such period exceeds fifty percent (50%). A Facility Fee will be payable during such period equal to the Applicable Percentage determined in accordance with the preceding sentence multiplied by the outstanding amount of the term loan. No additional borrowings may be made during the period of the term loan and any amounts repaid on the Revolving Loans outstanding during such period may not be reborrowed. The Administrative Agent shall promptly forward any written notice received from the Borrower pursuant to this subsection to the Lenders.

2.2 Competitive Loan Subfacility.

(a) Competitive Loans. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, the Borrower may, during the Commitment Period, request and each Lender may, in its sole discretion, agree to make, Competitive Loans in Dollars and Available Foreign Currencies to the Borrower; provided, however, that (i) the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of outstanding Competitive Loans shall not at any time exceed SIXTY-FIVE MILLION DOLLARS ($65,000,000) (the “Competitive Loan Maximum Amount”), and (ii) with regard to the Lenders collectively, the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of Obligations outstanding at any time shall not exceed the Aggregate Revolving Committed Amount. Each Competitive Loan shall be in an aggregate principal

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Dollar Amount not less than $5,000,000 and integral multiples of $1,000,000 in excess thereof (or the remaining portion of the Competitive Loan Maximum Amount, if less).

(b) Competitive Bid Requests. The Borrower may solicit Competitive Bids by delivery of a Competitive Bid Request substantially in the form of Schedule 2.2(b)-1 to the Administrative Agent by 12:00 Noon (Charlotte, North Carolina time) on a Business Day not less than three (3) nor more than four (4) Business Days prior to the date of a requested Competitive Loan borrowing. A Competitive Bid Request shall specify (i) the date of the requested Competitive Loan borrowing (which shall be a Business Day), (ii) the currency and amount of the requested Competitive Loan borrowing and (iii) the applicable Interest Periods requested. The Administrative Agent shall, promptly following its receipt of a Competitive Bid Request under this subsection (b), notify the affected Lenders of its receipt and the contents thereof and invite the Lenders to submit Competitive Bids in response thereto. The form of such notice is provided in Schedule 2.2(b)-2. No more than three (3) Competitive Bid Requests (i.e., the Borrower may request Competitive Bids for no more than three (3) different Interest Periods at any one time) shall be submitted at any one time and Competitive Bid Requests may be made no more frequently than once every five (5) Business Days.

(c) Competitive Bid Procedure. Each Lender may, in its sole discretion, make one or more Competitive Bids to the Borrower in response to a Competitive Bid Request. Each Competitive Bid must be received by the Administrative Agent not later than 10:00 A.M. (Charlotte, North Carolina time) on the Business Day next succeeding the date of receipt by the Administrative Agent of the related Competitive Bid Request. A Lender may offer to make all or part of the requested Competitive Loan borrowing and may submit multiple Competitive Bids in response to a Competitive Bid Request. The Competitive Bid shall specify (i) the particular Competitive Bid Request as to which the Competitive Bid is submitted, (ii) the currency and the minimum (which shall be not less than $1,000,000 and integral multiples of $500,000 in excess thereof) and maximum principal Dollar Amounts of the requested Competitive Loan or Loans as to which the Lender is willing to make, and (iii) the applicable interest rate or rates and Interest Period or Periods therefor. The form of such Competitive Bid is provided in Schedule 2.2(c). A Competitive Bid submitted by a Lender in accordance with the provisions hereof shall be irrevocable. The Administrative Agent shall promptly notify, but in no event later than 10:30 A.M. (Charlotte, North Carolina time), the Borrower of all Competitive Bids made and the terms thereof. The Administrative Agent shall send a copy of each of the Competitive Bids to the Borrower for its records as soon as practicable (and in any event within two (2) Business Days following receipt of the bids).

(d) Submission of Competitive Bids by Agent. If the Administrative Agent, in its capacity as a Lender, elects to submit a Competitive Bid in response to any Competitive Bid Request, it shall submit such Competitive Bid directly to the Borrower one-half of an hour earlier than the latest time at which the other Lenders are required to submit their Competitive Bids to the Administrative

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Agent in response to such Competitive Bid Request pursuant to subsection (c) above.

(e) Acceptance of Competitive Bids. The Borrower may, in its sole and absolute discretion, subject only to the provisions of this subsection (e), accept or refuse any Competitive Bid offered to it. To accept a Competitive Bid, the Borrower shall give telephone notification, which shall be binding, by 11:30 A.M. (Charlotte, North Carolina time) and confirmed with written notification substantially in the form of Schedule 2.2(e) of its acceptance of any or all such Competitive Bids to the Administrative Agent by 1:30 P.M. (Charlotte, North Carolina time) on the latest date on which notice of election to make a Competitive Bid is to be given to the Administrative Agent by the Lenders; provided, however, (i) the failure by the Borrower to give timely notice of its acceptance of a Competitive Bid shall be deemed to be a refusal thereof, (ii) the Borrower may accept Competitive Bids within any one Interest Period only in ascending order of rates, (iii) the aggregate amount of Competitive Bids accepted by the Borrower shall not exceed the principal amount specified in the Competitive Bid Request, (iv) the Borrower may accept a portion of a Competitive Bid in the event, and to the extent, acceptance of the entire amount thereof would cause the Borrower to exceed the principal amount specified in the Competitive Bid Request, subject however to the minimum amounts provided herein (and provided that where two or more Lenders submit such a Competitive Bid at the same Competitive Bid Rate and for the same Interest Period, then pro rata between or among such Lenders) and (v) no bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal Dollar Amount of $1,000,000 and integral multiples of $500,000 in excess thereof, except that where a portion of a Competitive Bid is accepted in accordance with the provisions of subsection (iv) hereof, then in a minimum principal Dollar Amount of $500,000 and integral multiples of $100,000 in excess thereof (but not in any event less than the minimum amount specified in the Competitive Bid), and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Competitive Bid Rate pursuant to subsection (iv) hereof, the amounts shall be rounded to integral multiples of $100,000 in a manner which shall be in the discretion of the Borrower. A notice of acceptance of a Competitive Bid given by the Borrower in accordance with the provisions hereof shall be irrevocable. The Administrative Agent shall, not later than 12:00 Noon (Charlotte, North Carolina time) on the date of receipt by the Administrative Agent of a notification from the Borrower of its acceptance and/or refusal of Competitive Bids, notify each affected Lender of its receipt and the contents thereof. Upon its receipt from the Administrative Agent of notification of the Borrower’s acceptance of its Competitive Bid in accordance with the terms of this subsection (e), each successful bidding Lender will thereupon become bound, subject to the other applicable conditions hereof, to make the Competitive Loan in respect of which its bid has been accepted.

(f) Funding of Competitive Loans. Each Lender which is to make a Competitive Loan shall make its Competitive Loan borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent

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specified in Schedule 10.1, or at such other office as the Administrative Agent may designate in writing, by 1:30 P.M. (Charlotte, North Carolina time) on the date specified in the Competitive Bid Request in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by crediting the account designated by the Borrower.

(g) Maturity of Competitive Loans. Each Competitive Loan shall mature and be due and payable in full on the last day of the Interest Period applicable thereto, unless accelerated sooner pursuant to Section 8.2. Unless the Borrower shall give notice to the Administrative Agent otherwise, the Borrower shall be deemed to have requested a Revolving Loan borrowing in the principal amount and currency of the maturing Competitive Loan, the proceeds of which will be used to repay such Competitive Loan.

(h) Interest on Competitive Loans. Subject to the provisions of Section 3.1, Competitive Loans shall bear interest in each case at the Competitive Bid Rate applicable thereto. Interest on Competitive Loans shall be payable in arrears on each Interest Payment Date.

(i) Competitive Loan Notes. The Competitive Loans made by each Lender shall be evidenced by a Revolving Note.

2.3 Letter of Credit Subfacility.

(a) Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, during the Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, Letters of Credit in Dollars and in Available Foreign Currencies for the account of the Borrower from time to time upon request in a form acceptable to the Issuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations shall not at any time exceed EIGHTY-FIVE MILLION DOLLARS ($85,000,000) (the “LOC Committed Amount”), (ii) with regard to the Lenders collectively, the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of Obligations outstanding at any time shall not exceed the Aggregate Revolving Committed Amount, (iii) with regard to each Lender individually, the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of such Lender’s Revolving Commitment Percentage of Committed Obligations outstanding at any time shall not exceed such Lender’s Revolving Committed Amount; and (iv) Letters of Credit shall be issued for lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs, and trade letters of credit. Except as otherwise expressly agreed upon by all the Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by

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operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date which is six (6) Business Days prior to the Termination Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as the Issuing Lender may agree. Additionally, the Borrower and Bank of America, N.A. (as an Issuing Bank for these purposes) shall have the option to move letters of credit in existence on the Closing Date, without further consent from the Lenders, under this Credit Agreement and they shall become Letters of Credit for all purposes hereunder.

(b) Notice and Reports. The request for the issuance of a Letter of Credit shall be submitted to the Issuing Lender at least five (5) Business Days prior to the requested date of issuance. The Issuing Lender will promptly upon request provide to the Administrative Agent for dissemination to the Lenders a detailed report specifying the Letters of Credit which are then issued and outstanding and any activity with respect thereto which may have occurred since the date of any prior report, and including therein, among other things, the account party, the beneficiary, the face amount, expiry date as well as any payments or expirations which may have occurred. The Issuing Lender will further provide to the Administrative Agent promptly upon request copies of the Letters of Credit. The Issuing Lender will provide to the Administrative Agent promptly upon request a summary report of the nature and extent of LOC Obligations then outstanding.

(c) Participations. Each Lender upon issuance of a Letter of Credit shall be deemed to have purchased without recourse a risk participation from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any collateral relating thereto, in each case in an amount equal to its Revolving Commitment Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising under such Letter of Credit. Without limiting the scope and nature of each Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds on the day of notification by the Issuing Lender of an unreimbursed drawing pursuant to the provisions of subsection (d) hereof. The obligation of each Lender to so reimburse the Issuing Lender shall be absolute and unconditional and shall not be affected by the occurrence of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of Credit, together with interest as hereinafter provided.

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(d) Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit (with the proceeds of a Revolving Loan obtained hereunder or otherwise) if it receives such notice from the Issuing Lender at or before 2:00 P.M. (Charlotte, North Carolina time) in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Base Rate plus the Applicable Percentage plus two percent (2%). Unless the Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrower shall be deemed to have requested a Revolving Loan in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the reimbursement obligations. The Borrower’s reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including without limitation any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Issuing Lender will promptly notify the Lenders of the amount of any unreimbursed drawing and each Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender in Dollars and in immediately available funds, the amount of such Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the day such notice is received by such Lender from the Issuing Lender if such notice is received at or before 2:00 P.M. (Charlotte, North Carolina time), otherwise such payment shall be made at or before 12:00 Noon (Charlotte, North Carolina time) on the Business Day next succeeding the day such notice is received. If such Lender does not pay such amount to the Issuing Lender in full upon such request, such Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Lender pays such amount to the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Rate and thereafter at a rate equal to the Base Rate. Each Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Loans and LOC Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

(e) Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have requested, a Revolving Loan to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the Lenders that a Revolving Loan has been requested or deemed requested in

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connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised entirely of Base Rate Loans (each such borrowing, a “Mandatory Borrowing”) shall be immediately made (without giving effect to any termination of the Commitments pursuant to Section 8.2) pro rata based on each Lender’s respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 8.2) and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required in Section 2.1(b), (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Aggregate Revolving Committed Amount after any such Letter of Credit may have been drawn upon. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the United States Bankruptcy Code), then each such Lender hereby agrees that it shall forthwith fund (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) its Participation Interests in the LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s unfunded Participation Interest therein shall bear interest payable by such Lender to the Issuing Lender upon demand, at the rate equal to, if paid within two (2) Business Days of such date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

(f) Designation of Subsidiaries as Account Parties. Notwithstanding anything to the contrary set forth in this Agreement, including without limitation Section 2.3(a), a Letter of Credit issued hereunder may contain a statement to the effect that such Letter of Credit is issued for the account of a Subsidiary of the Borrower, provided that notwithstanding such statement, the Borrower shall be the actual account party for all purposes of this Agreement for such Letter of Credit and such statement shall not affect the Borrower’s reimbursement obligations hereunder with respect to such Letter of Credit.

(g) Modification, Extension. The issuance of any supplement, modification, amendment, renewal, or extension to any Letter of Credit shall, for purposes hereof, be treated in all respects the same as the issuance of a new Letter of Credit hereunder.

(h) Uniform Customs and Practices. The Issuing Lender shall have the Letters of Credit be subject to The Uniform Customs and Practice for Documentary Credits,

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as published as of the date of issue by the International Chamber of Commerce (the “UCP”), in which case the UCP may be incorporated therein and deemed in all respects to be a part thereof.

(i) Conflict with LOC Documents. In the event of any conflict between this Credit Agreement and any LOC Document (including any letter of credit application), this Credit Agreement shall control.

ARTICLE III

OTHER PROVISIONS RELATING TO CREDIT FACILITIES

3.1 Default Rate.

Upon the occurrence, and during the continuance, of an Event of Default, any principal of and, to the extent permitted by law, interest on the Loans and any other amounts then due and owing hereunder or under the other Credit Documents shall, at the discretion of the Required Lenders or the Administrative Agent, bear interest, payable on demand, at a per annum rate 2% greater than the Base Rate plus the Applicable Percentage which would otherwise be applicable thereto (or if no rate is applicable, whether in respect of interest, fees or other amounts, then 2% greater than the Base Rate).

3.2 Extension and Conversion.

The Borrower shall have the option, on any Business Day, to extend existing Loans into a subsequent permissible Interest Period or to convert Loans into Loans of another interest rate type; provided, however, that (i) except as provided in Section 3.8, 3.9 and 3.11, LIBOR Loans may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto, (ii) any LIBOR loan may be extended, and any Base Rate Loan may be converted to a LIBOR Loan only if the conditions in Section 4.2 have been satisfied, (iii) Loans extended as, or converted into, LIBOR Loans shall be subject to the terms of the definition of “Interest Period” set forth in Section 1.1 and shall be in such minimum amounts as provided in Section 2.1(b)(ii), and (iv) any request for extension or conversion of a LIBOR Loan which shall fail to specify an Interest Period shall be deemed to be a request for an Interest Period of one month. Each such extension or conversion shall be effected by the Borrower by giving a Notice of Extension/Conversion (or telephone notice promptly confirmed in writing) to the Administrative Agent prior to 11:00 A.M. (Charlotte, North Carolina time) on the Business Day of, in the case of the conversion of a LIBOR Loan into a Base Rate Loan, and on the third Business Day prior to, in the case of the extension of a LIBOR Loan as, or conversion of a Base Rate Loan into, a LIBOR Loan, the date of the proposed extension or conversion, specifying (A) the date of the proposed extension or conversion, (B) the Loans to be so extended or converted, (C) the types of Loans into which such Loans are to be converted and, if appropriate, (D) the applicable Interest Periods with respect thereto. Each request for extension or conversion shall be irrevocable and shall constitute a representation and warranty by the Borrower of the matters specified in subsections (a) through (e) of Section 4.2. In the event the Borrower fails to request extension or conversion of any LIBOR Loan in accordance with this Section, or any such conversion or extension is not permitted or required by this Section, then (i) in the case of a LIBOR Loan denominated in Dollars, such LIBOR Loan shall be continued as a LIBOR Loan denominated in

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Dollars at the end of the Interest Period applicable thereto for an Interest Period of one month, and (ii) in the case of LIBOR Loans in an Available Foreign Currency, such LIBOR Loan shall be automatically continued as a LIBOR Loan in the same Available Foreign Currency, for an Interest Period of one month. The Administrative Agent shall give each Lender notice as promptly as practicable of any such proposed extension or conversion affecting any Loan.

3.3 Prepayments.

(a) Voluntary Prepayments. Loans may be repaid in whole or in part without premium or penalty; provided that (i) LIBOR Loans and Competitive Loans may be prepaid only upon three (3) Business Days’ prior written notice to the Administrative Agent, and Base Rate Loans may be prepaid only upon at least one (1) Business Day’s prior written notice to the Administrative Agent, (ii) prepayments of LIBOR Loans must be accompanied by payment of any amounts owing under Section 3.14, and (iii) partial prepayments shall be in minimum principal Dollar Amounts of $5,000,000, and in integral multiples of $1,000,000 in excess thereof.

(b) Mandatory Prepayments. If at any time, (A) the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of Obligations shall exceed the Aggregate Revolving Committed Amount, (B) the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of Obligations in Available Foreign Currencies shall exceed the Foreign Currencies Committed Amount, (C) the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of Competitive Loans shall exceed the Competitive Loan Maximum Amount or (D) the aggregate principal Dollar Amount of LOC Obligations shall exceed the LOC Committed Amount, the Borrower shall immediately make payment on the Loans and/or LOC Obligations in an amount sufficient to eliminate such excess amount.

(c) Application of Mandatory Repayments. Mandatory prepayments made pursuant to Section 3.3(b) shall be applied first to Revolving Loans which are Base Rate Loans, and then to Revolving Loans which are LIBOR Loans in direct order of Interest Period maturities, and then (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations, and then (after all Revolving Loans have been repaid and all LOC Obligations have been cash collateralized) to Competitive Loans in direct order of Interest Period maturities. All mandatory prepayments made pursuant to Section 3.3(b) shall be subject to Section 3.14 and be accompanied by interest on the principal amount prepaid through the date of prepayment. Amounts prepaid hereunder may be reborrowed in accordance with the provisions hereof.

3.4 Termination and Reduction of Commitments.

(a) Voluntary Reductions. The Revolving Commitments may be terminated or permanently reduced by the Borrower in whole or in part upon three (3) Business Days’ prior written notice to the Administrative Agent, provided that (i) after giving effect to any voluntary reduction, the aggregate principal Dollar Amount

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(determined as of the most recent Determination Date) of Obligations outstanding shall not exceed the Aggregate Revolving Committed Amount, as reduced, and (ii) partial reductions shall be in minimum principal Dollar Amounts of $5,000,000, and in integral multiples of $1,000,000 in excess thereof.

(b) Mandatory Reduction. The Commitments hereunder shall terminate on the Termination Date.

3.5 Fees.

(a) Facility Fee. In consideration of the Commitments hereunder, the Borrower agrees to pay to the Administrative Agent for the ratable benefit of the Lenders a facility fee (the “Facility Fee”) equal to the Applicable Percentage per annum multiplied by the average daily Aggregate Revolving Committed Amount in effect from time to time. The Facility Fee shall be payable quarterly in arrears on the 15th day following the last day of each calendar quarter for the immediately preceding quarter (or portion thereof) beginning with the first such date to occur after the Effective Date and ending on the later of (A) the Termination Date or (B) if applicable, the extended repayment date set forth in Section 2.1(g).

(b) Competitive Bid Request Fee. The Borrower agrees to pay to the Administrative Agent such fees (the “Competitive Bid Request Fee”) in connection with Competitive Bid Requests hereunder as may be agreed upon between the Borrower and the Administrative Agent in the Competitive Bid Request Fee Letter or elsewhere. Unless otherwise agreed, the Competitive Bid Request Fee shall be paid quarterly in arrears.

(c) Letter of Credit Fees. In consideration of the LOC Commitments, the Borrower agrees to pay to the Issuing Lender a fee (the “Letter of Credit Fee”) equal to the Applicable Percentage per annum on the average daily maximum amount available to be drawn under each Letter of Credit from the date of issuance to the date of expiration. In addition to such Letter of Credit Fee, the Issuing Lender may charge, and retain for its own account without sharing by the other Lenders, an additional fronting fee of one-eighth of one percent (0.125%) per annum on the average daily maximum amount available to be drawn under each such Letter of Credit issued by it. The Issuing Lender shall promptly pay over to the Administrative Agent for the ratable benefit of the Lenders (including the Issuing Lender) the Letter of Credit Fee. The Letter of Credit Fee shall be payable quarterly in arrears on the 15th day following the last day of each calendar quarter for the prior calendar quarter.

(d) Issuing Lender Fees. In addition to the Letter of Credit Fees payable pursuant to subsection (b) hereof, the Borrower shall pay to the Issuing Lender for its own account without sharing by the other Lenders the reasonable and customary charges from time to time of the Issuing Lender with respect to the amendment, transfer, administration, cancellation and conversion of, and drawings under, such Letters of Credit (collectively, the “Issuing Lender Fees”).

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(e) Administrative Agent’s Fees. The Borrower agrees to pay to the Administrative Agent, for its own account, an annual administrative fee and such other fees, if any, referred to in the Administrative Agent’s Fee Letter (collectively, the “Administrative Agent’s Fees”).

3.6 LIBOR Reserve Compensation.

For so long as any Lender maintains reserves against “eurocurrency liabilities” (or any other category of liabilities which includes deposits by reference to which the interest rate on any LIBOR Loans is determined), and, as a result, the cost to such Lender of making or maintaining any of its LIBOR Loans is increased, then such Lender may require the Borrower to pay, contemporaneously with each payment of interest on such LIBOR Loans of such Lender, additional interest at a rate per annum up to but not exceeding the excess of (i) (A) the applicable LIBOR Rate divided by (B) one minus the LIBOR Reserve Percentage over (ii) the applicable LIBOR Rate. Any Lender wishing to require payment of such additional interest (x) shall so notify the Borrower and the Administrative Agent, in which case such additional interest on the LIBOR Loans of such Lender shall be payable to such Lender at the place indicated in such notice with respect to each Interest Period commencing at least three (3) Business Days after the giving of such notice and (y) shall furnish to the Borrower at least five (5) Business Days prior to each date on which interest is payable on the LIBOR Loans a certificate setting forth the amount to which such Lender is then entitled under this Section 3.6 (which shall be consistent with such Lender’s good faith estimate of the level at which the related reserves are maintained by it). Each such certificate shall be accompanied by such information as the Borrower may reasonably request as to the computation set forth therein.

3.7 Capital Adequacy.

If any Lender has determined, after the date hereof, that the adoption or the becoming effective of, or any change in, or any change by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof in the interpretation or administration of, any applicable law, rule or regulation regarding capital adequacy, or compliance by such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s policies with respect to capital adequacy), then, upon notice from such Lender to the Borrower, the Borrower shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. Each determination by any such Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the parties hereto. The Lender will, upon request, provide a certificate in reasonable detail as to the amount of such increased cost or reduction in amount received and method of calculation.

3.8 Unavailability.

In the event, and on each occasion, that on the day two (2) Business Days prior to the commencement of any Interest Period for a LIBOR Loan of any amount, Interest Period or

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currency, the Administrative Agent shall have determined or shall have been notified by the Required Lenders (a) that deposits in the relevant amount in the relevant currency and for the relevant Interest Period are not available in the relevant market to any Lender, or that reasonable means do not exist for ascertaining the LIBOR Rate for any such Loan, or (b) that the rates at which such deposits are being offered will not adequately and fairly reflect the cost to any Lender of making or maintaining its LIBOR Loan during such Interest Period, the Administrative Agent shall promptly give written or telecopy notice of such determination to the Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any request by the Borrower for a LIBOR Loan of the affected amount, Interest Period or currency, or a conversion to or continuation of a LIBOR Loan of the affected amount, Interest Period or currency shall be deemed rescinded. If the Administrative Agent at any time determines that: (i) the euro has ceased to be utilized as the basic accounting unit of the European Community; (ii) for reasons affecting the market in euros generally, euros are not freely traded between banks internationally; or (iii) it is illegal, impossible or impracticable for payments to be made hereunder in euro, then the Administrative Agent may, in its discretion declare (such declaration to be binding on all the parties hereto) that any payment made or to be made thereafter which, but for this provision, would have been payable in the euro shall be made in a component currency of the euro or Dollars (as selected by the Administrative Agent (the “Selected Currency”) and the amount to be so paid shall be calculated on the basis of the equivalent of the euro in the Selected Currency). Each determination by the Administrative Agent hereunder shall be conclusive absent manifest error.

3.9 Illegality.

(a) Notwithstanding any other provision herein, if (i) the adoption of or any change in any Requirement of Law or in the interpretation or application thereof occurring after the Effective Date shall make it unlawful for any Lender to make or maintain LIBOR Loans as contemplated by this Credit Agreement, or (ii) there shall have occurred any change in national or international financial, political or economic conditions (including the imposition of or any change in exchange controls) or currency exchange rates which would make it unlawful or impossible for any Lender to make Loans denominated in any Available Foreign Currency to the Borrower, as contemplated by this Credit Agreement, then such Lender, together with Lenders giving notice under Section 3.8 and 3.10, shall be an “Affected Lender” and by written notice to the Borrower and to the Administrative Agent:

(i) such Lender may declare that LIBOR Loans (in the affected currency or currencies) will not thereafter (for the duration of such unlawfulness or impossibility) be made by such Lender hereunder, whereupon any request for a LIBOR Loan (in the affected currency or currencies) shall, as to such Lender only (A) if such Loan is not a Foreign Currency Loan, be deemed a request for a Base Rate Loan (unless it should also be illegal for the Affected Lender to provide a Base Rate Loan, in which case such Loan shall bear interest at a commensurate rate to be agreed upon by the Administrative Agent and the Affected Lender, and so long as no Event of Default shall have occurred and be continuing, the Borrower), unless such declaration shall be subsequently withdrawn and (B) if such Loan is a Foreign Currency Loan, be deemed to have been withdrawn, unless such declaration shall be subsequently withdrawn; and

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(ii) such Lender may require that all outstanding LIBOR Loans or Foreign Currency Loans (in the affected currency or currencies), as the case may be, made by it be (A) if such Loans are not Foreign Currency Loans, converted to Base Rate Loans, in which event all such LIBOR Loans shall be automatically converted to Base Rate Loans as of the effective date of such notice as provided in paragraph (b) below or (B) if such Loans are Foreign Currency Loans, repaid immediately, in which event all such Foreign Currency Loans (in the affected currency or currencies) shall be required to be repaid in full by the Borrower as of the effective date of such notice as provided in paragraph (b) below.

In the event any Lender shall exercise its rights under (i) or (ii) above with respect to any Loans with are not Foreign Currency Loans, all payments and prepayments of principal which would otherwise have been applied to repay the LIBOR Loans that would have been made by such Lender or the converted LIBOR Loans of such Lender shall instead be applied to repay the Base Rate Loans made by such Lender in lieu of, or resulting from the conversion, of such LIBOR Loans.

(b) For purposes of this Section 3.9, a notice to the Borrower by any Lender shall be effective as to each such Loan, if lawful, on the last day of the Interest Period currently applicable to such Loan; in all other cases such notice shall be effective on the date of receipt by the Borrower.

3.10 Requirements of Law.

If, after the date hereof, the adoption of or any change in any Requirement of Law or in the interpretation or application thereof applicable to any Lender, or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority, in each case made subsequent to the Effective Date (or, if later, the date on which such Lender becomes a Lender):

(a) shall subject such Lender to any tax of any kind whatsoever with respect to any LIBOR Loans made by it or its obligation to make LIBOR Loans, or change the basis of taxation of payments to such Lender in respect thereof (except for (i) Non-Excluded Taxes covered by Section 3.13 (including Non-Excluded Taxes imposed solely by reason of any failure of such Lender to comply with its obligations under Section 3.13(b)) and (ii) changes in taxes measured by or imposed upon the overall net income, or franchise tax (imposed in lieu of such net income tax), of such Lender or its applicable lending office, branch, or any affiliate thereof));

(b) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender which is not otherwise included in the determination of the LIBOR Rate hereunder; or

(c) shall impose on such Lender any other condition (excluding any tax of any kind whatsoever);

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and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing or maintaining LIBOR Loans or to reduce any amount receivable hereunder in respect thereof, then, in any such case, upon notice to the Borrower from such Lender, through the Administrative Agent, in accordance herewith, the Borrower shall be obligated to promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such increased cost or reduced amount receivable, provided that, in any such case, the Borrower may elect to convert the LIBOR Loans made by such Lender hereunder to Base Rate Loans by giving the Administrative Agent at least one Business Day’s notice of such election, in which case the Borrower shall promptly pay to such Lender, upon demand, without duplication, such amounts, if any, as may be required pursuant to Section 3.13. If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall provide prompt notice thereof to the Borrower, through the Administrative Agent, certifying (x) that one of the events described in this paragraph (a) has occurred and describing in reasonable detail the nature of such event, (y) as to the increased cost or reduced amount resulting from such event and (z) as to the additional amount demanded by such Lender and a reasonably detailed explanation of the calculation thereof. Such a certificate as to any additional amounts payable pursuant to this subsection submitted by such Lender, through the Administrative Agent, to the Borrower shall be conclusive and binding on the parties hereto in the absence of manifest error. This covenant shall survive the termination of this Credit Agreement and the payment of the Loans and all other amounts payable hereunder.

3.11 Inability To Determine Interest Rate.

If prior to the first day of any Interest Period, the Administrative Agent shall have reasonably determined that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Rate for such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (a) any Foreign Currency Loans requested to be made on the first day of such Interest Period shall be made, at the sole option of the Borrower, in Dollars as Base Rate Loans or such request shall be cancelled, (b) any affected LIBOR Loans requested to be made on the first day of such Interest Period shall be made, at the sole option of the Borrower, in Dollars as Base Rate Loans and (c) any affected Loans that were to have been converted on the first day of such Interest Period to or continued as LIBOR Loans shall be converted to or continued, at the sole option of the Borrower, in Dollars as Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further LIBOR Loans in the affected currency shall be made or continued as such, nor shall the Borrower have the right to convert Base Rate Loans to such affected LIBOR Loans.

3.12 Replacement of Lenders.

If any Lender requests compensation pursuant to Section 3.6, 3.7, 3.10 or 3.13, or any Lender’s obligation to make or continue, or to convert Loans of any type into the other type of Loan shall be suspended pursuant to Section 3.8, 3.9 or 3.11 (any such Lender requesting such compensation, or whose obligations are so suspended, being herein called a “Requesting Lender”), the Borrower, upon three Business Days’ notice, may require that such Requesting Lender transfer all of its right, title and interest under this Credit Agreement and such Requesting Lender’s Revolving Note to any bank or other financial institution (a “Proposed Lender”)

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identified by the Borrowers that is reasonably satisfactory to the Administrative Agent (i) if such Proposed Lender agrees to assume all of the obligations of such Requesting Lender hereunder, and to purchase all of such Requesting Lender’s Loans hereunder for consideration equal to the aggregate outstanding principal amount of such Requesting Lender’s Loans, together with interest accrued thereon to the date of such purchase, and satisfactory arrangements are made for payment to such Requesting Lender of all other amounts payable hereunder to such Requesting Lender on or prior to the date of such transfer (including any fees accrued hereunder and any amounts that would be payable under Section 3 as if all of such Requesting Lender’s Loans were being prepaid in full on such date) and (ii) if such Requesting Lender has requested compensation pursuant to Section 3.6, 3.7, 3.10 or 3.13, such Proposed Lender’s aggregate requested compensation, if any, pursuant to said Section 3.6, 3.7 or 3.10 with respect to such Requesting Lender’s Loans is lower than that of the Requesting Lender. Subject to the provisions of Section 10.3, such Proposed Lender shall be a “Lender” for all purposes hereunder. Without prejudice to the survival of any other agreement of the Borrower hereunder the agreements of the Borrower contained in Sections 3.6, 3.7, 3.10, 3.13 and 10.5 (without duplication of any payments made to such Requesting Lender by the Borrower or the Proposed Lender) shall survive for the benefit of such Requesting Lender under this Section 3.12 with respect to the time prior to such replacement.

3.13 Taxes.

(a) Except as provided below in this subsection, all payments made by the Borrower under this Credit Agreement and any Notes shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any court, or governmental body, agency or other official, excluding (A) taxes measured by or imposed upon the overall net income of any Lender or its applicable lending office, or any branch or affiliate thereof, and (B) all franchise taxes, branch taxes, taxes on doing business or taxes on the overall capital or net worth of any Lender or its applicable lending office, or any branch or affiliate thereof, in each case imposed in lieu of net income taxes, imposed: (i) by the jurisdiction under the laws of which such Lender, applicable lending office, branch or affiliate is organized or is located, or in which its principal executive office is located, or any nation within which such jurisdiction is located or any political subdivision thereof; or (ii) by reason of any present or former connection between the jurisdiction imposing such tax and such Lender, applicable lending office, branch or affiliate other than a connection arising solely from such Lender having executed, delivered or performed its obligations, or received payment under or enforced, this Credit Agreement or any Notes. If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“Non-Excluded Taxes”) are required to be withheld from any amounts payable to the Administrative Agent or any Lender hereunder or under any Notes, (A) the amounts so payable to the Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Credit Agreement and any Notes, provided, however, that the Borrower shall be entitled to deduct and

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withhold any Non-Excluded Taxes and shall not be required to increase any such amounts payable to any Lender that is not incorporated under the laws of the United States of America or a state thereof if such Lender fails to comply with the requirements of paragraph (b) of this subsection whenever any Non-Excluded Taxes are payable by the Borrower, and (B) as promptly as possible thereafter the Borrower shall send to the Administrative Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof. If the Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent the required receipts or other required documentary evidence, the Borrower shall indemnify the Administrative Agent and the Lenders for any incremental taxes, interest or penalties that may become payable by the Administrative Agent or any Lender as a result of any such failure. The agreements in this subsection shall survive the termination of this Credit Agreement and the payment of the Loans and all other amounts payable hereunder.

(b) Each Lender that is not incorporated under the laws of the United States of America or a state thereof shall:

(X) (i) on or before the date of any payment by the Borrower under this Credit Agreement or Notes to such Lender, deliver to the Borrower and the Administrative Agent two (2) duly completed copies of applicable United States Internal Revenue Service Form W-8BEN or W-8ECI, or successor applicable form, as the case may be, certifying that it is entitled to receive payments under this Credit Agreement and any Notes without deduction or withholding of any United States federal income taxes;

      (ii) deliver to the Borrower and the Administrative Agent two (2) further copies of any such form or certification on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower; and

      (iii) obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by the Borrower or the Administrative Agent; or

(Y) in the case of any such Lender that is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (i) represent to the Borrower (for the benefit of the Borrower and the Administrative Agent) that it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (ii) agree to furnish to the Borrower on or before the date of any payment by the Borrower, with a copy to the Administrative Agent two (2) accurate and complete original signed copies of Internal Revenue Service Form W-8BEN, or successor applicable form certifying to such Lender’s legal entitlement at the date of such certificate to an exemption from U.S. withholding tax under the provisions of Section 881(c) of the Internal Revenue Code with respect to payments to be made

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under this Credit Agreement and any Notes (and to deliver to the Borrower and the Administrative Agent two (2) further copies of such form on or before the date it expires or becomes obsolete and after the occurrence of any event requiring a change in the most recently provided form and, if necessary, obtain any extensions of time reasonably requested by the Borrower or the Administrative Agent for filing and completing such forms), and (iii) agree, to the extent legally entitled to do so, upon reasonable request by the Borrower, to provide to the Borrower (for the benefit of the Borrower and the Administrative Agent) such other forms as may be reasonably required in order to establish the legal entitlement of such Lender to an exemption from withholding with respect to payments under this Credit Agreement and any Notes;

unless in any such case any change in treaty, law or regulation has occurred after the date such Person becomes a Lender hereunder which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender so advises the Borrower and the Administrative Agent. Each Person that shall become a Lender or a participant of a Lender pursuant to Section 10.3 shall, upon the effectiveness of the related transfer, be required to provide all of the forms, certifications and statements required pursuant to this subsection, provided that in the case of a participant of a Lender the obligations of such participant of a Lender pursuant to this subsection (b) shall be determined as if the participant of a Lender were a Lender except that such participant of a Lender shall furnish all such required forms, certifications and statements to the Lender from which the related participation shall have been purchased.

3.14 Indemnity.

The Borrower shall pay to each Lender and hold each Lender harmless from any loss or expense which such Lender may sustain or incur (excluding loss of profit and other than through such Lender’s gross negligence or willful misconduct) as a consequence of (a) default by the Borrower in making a borrowing of, conversion into or continuation of LIBOR Loans and Competitive Loans after the Borrower has given a notice requesting the same in accordance with the provisions of this Credit Agreement, (b) default by the Borrower in making any prepayment of a LIBOR Loan or a Competitive Loan after the Borrower has given a notice thereof in accordance with the provisions of this Credit Agreement or (c) the making of a prepayment of LIBOR Loans or Competitive Loans on a day which is not the last day of an Interest Period with respect thereto. With respect to LIBOR Loans and Competitive Loans, such payment may include an amount equal to the excess, if any, of (i) the amount of interest which would have accrued on the amount so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of the applicable Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Percentage included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) which would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank LIBOR market (but excluding loss of profits). The covenants of the Borrower set forth in this Section 3.14 shall survive the termination of this Credit Agreement and the payment of the Loans and all other amounts payable hereunder.

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3.15 Pro Rata Treatment.

Except to the extent otherwise provided herein:

(a) Loans. Each Revolving Loan, each payment or prepayment of principal of any Revolving Loan, each payment of interest on the Revolving Loans, each payment of Facility Fees, each reduction of the Revolving Committed Amount and each conversion or extension of any Revolving Loan, shall be allocated pro rata among the Lenders in accordance with the respective principal amounts of their outstanding Revolving Loans and Participation Interests. With respect to Competitive Loans, if the Borrower fails to specify the particular Competitive Loan or Loans as to which any payment or other amount should be applied and it is not otherwise clear as to the particular Competitive Loan or Loans to which such payment or other amounts relate, or any such payment or other amount is to be applied to Competitive Loans without regard to any such direction by the Borrower, then each payment or prepayment of principal on Competitive Loans and each payment of interest or other amount on or in respect of Competitive Loans, shall be allocated to (i) the Competitive Loan bearing the highest interest rate, (ii) if two or more Competitive Loans each bear the same interest rate, which is the highest interest rate among all Competitive Loans then outstanding, then pro rata among such Competitive Loans (iii) should such prepayment extinguish such Competitive Loans, then any remaining prepayment shall be applied to each of the remaining Competitive Loans with the highest interest rate and (iv) any remaining payment or prepayment shall be allocated pro rata among the relevant Competitive Loan Lenders in accordance with the then outstanding amounts of their respective Competitive Loans.

(b) Advances. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make its ratable share of a borrowing hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its obligations hereunder. Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its ratable share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by such Lender within the time period specified therefor hereunder, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the Federal Funds Rate for a period of two (2) Business Days, and thereafter at the Base Rate, for the period until such Lender makes such amount immediately available to the Administrative Agent. If such Lender does not pay such amounts to the Administrative Agent forthwith upon demand, the Administrative Agent may notify the Borrower and request the Borrower to pay such amount to the Administrative Agent with interest at the Base Rate not later than 4:00 P.M. (Charlotte, North Carolina time) on the following Business Day. A certificate of the Administrative Agent submitted to any Lender with respect to

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any amounts owing under this subsection shall be conclusive in the absence of manifest error. Nothing in the preceding shall act or be construed as a waiver of any claims or right of action that the Borrower may have against any Lender that defaults on the payment to the Administrative Agent thereby causing the Borrower to repay the Administrative Agent such amount advanced.

3.16    Sharing of Payments.

The Lenders agree among themselves that, in the event that any Lender shall obtain payment in respect of any Loan or any other obligation owing to such Lender under this Credit Agreement through the exercise of a right of setoff, banker’s lien or counterclaim, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, in excess of its pro rata share of such payment as provided for in this Credit Agreement, such Lender shall promptly purchase from the other Lenders a participation in such Loans and other obligations in such amounts, and make such other adjustments from time to time, as shall be equitable to the end that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. The Lenders further agree among themselves that if payment to a Lender obtained by such Lender through the exercise of a right of setoff, banker’s lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. The Borrower agrees that any Lender so purchasing such a participation may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender or the Administrative Agent to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall be made together with interest thereon for each date from the date such amount is due until the date such amount is paid to the Administrative Agent or such other Lender at a rate per annum equal to the Federal Funds Rate. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 3.16 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 3.16 to share in the benefits of any recovery on such secured claim.

3.17    Payments, Computations, Etc.

(a) Each payment on account of an amount due from the Borrower hereunder or under any other Credit Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders entitled to receive such payment as provided herein in the currency in which such amount is denominated and in such funds as are customary at the place and time of payment for the settlement of international payments in such currency. Without limiting

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the terms of the preceding sentence, accrued interest on any Loans denominated in a Foreign Currency shall be payable in the same Foreign Currency as such Loan. Upon request, the Administrative Agent will give the Borrower a statement showing the computation used in calculating such amount, which statement shall be conclusive in the absence of manifest error. The obligation of the Borrower to make each payment on account of such amount in the currency in which such amount is denominated shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment, which is expressed in or converted into any other currency, except to the extent such tender or recovery shall result in the actual receipt by the Administrative Agent of the full amount in the appropriate currency payable hereunder. The Borrower agrees that its obligation to make each payment on account of such amount in the currency in which such amount is denominated shall be enforceable as an additional or alternative claim for recovery in such currency of the amount (if any) by which such actual receipt shall fall short of the full amount of such currency payable hereunder, and shall not be affected by judgment being obtained for such amount.

(b) Except as otherwise specifically provided herein, all payments hereunder shall be made to the Administrative Agent in immediately available funds, without offset, deduction, counterclaim or withholding of any kind, not later than 2:00 P.M. (local time in the place where such payment is required to be made pursuant to this subsection (b)) on the date when due, to the account specified on Schedule 3.17(b) or at such other place as may be designated by the Administrative Agent to the Borrower in writing. Payments received after such time shall be deemed to have been received on the next succeeding Business Day. In the event that Borrower desires to make any payments hereunder by wire transfer initiated outside of the United States that is originated by any Person other than the Borrower, the Borrower shall provide the Administrative Agent with one Business Day’s prior written notice containing the name, address, telephone and facsimile numbers of the wire transfer originator and the originator’s relationship to the Borrower. The Borrower shall, at the time it makes any payment under this Credit Agreement, specify to the Administrative Agent the Loans, Fees, interest or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders subject to the terms of Section 3.15(a)). The Administrative Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time) on a Business Day in like funds as received prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment to such Lenders on the next succeeding Business Day. Whenever any payment hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and Fees for the period of such extension), except that in the case of LIBOR Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and fees shall be made on the basis of actual number of days elapsed

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over a year of 360 days, except with respect to computation of interest on Base Rate Loans which shall be calculated based on a year of 365 or 366 days, as appropriate. Interest shall accrue from and include the date of borrowing, but exclude the date of payment.

(c) Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Loans or any other amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows:

FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys’ fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents;

SECOND, to payment of any fees owed to the Administrative Agent pursuant to the terms of the Credit Documents;

THIRD, to the payment of all permitted reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents with respect to the Loans owing to such Lender;

FOURTH, to the payment of all accrued interest and fees on or in respect of Obligations under the Credit Documents;

FIFTH, to the payment of the outstanding principal amount of the Obligations under the Credit Documents (including the payment or cash collateralization of the outstanding LOC Obligations);

SIXTH, to all other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” above; and

SEVENTH, to the payment of the surplus, if any, to whomever may be lawfully entitled to receive such surplus.

In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans and LOC Obligations held by such Lender bears to the aggregate then outstanding Loans and LOC Obligations) of amounts available to be applied pursuant to clauses “FOURTH” and “SIXTH” above.

3.18    Obligation of Lenders to Mitigate.

Each Lender agrees that, as promptly as practicable after such Lender becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to

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become an Affected Lender or that would entitle such Lender to receive payments under Sections 3.7 or 3.13, it will, to the extent not inconsistent with any applicable legal or regulatory restrictions, use reasonable efforts (i) to make, issue, fund or maintain the Commitments of such Lender or the affected Loans of such Lender through another lending office of such Lender, or (ii) take such other measures as such Lender may deem reasonable, if as a result thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts which would otherwise be required to be paid to such Lender pursuant to Sections 3.7 or 3.13 would be reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Commitments or Loans through such other lending office or in accordance with such other measures, as the case may be, would not otherwise materially adversely affect such Commitments or Loans or would not be otherwise disadvantageous to the interests of such Lender.

3.19    Evidence of Debt.

(a) Each Lender shall maintain an account or accounts evidencing each Loan made by such Lender to the Borrower from time to time, including the amounts and currencies of principal and interest payable and paid to such Lender from time to time under this Credit Agreement. Each Lender will make diligent efforts to maintain the accuracy of its account or accounts and to promptly update its account or accounts from time to time, as necessary.

(b) The Administrative Agent shall maintain the Register pursuant to Section 10.3(c) hereof, and a subaccount for each Lender, in which Register and subaccounts (taken together) shall be recorded (i) the amount, currency, type and Interest Period of each such Loan hereunder, (ii) the amount of any principal or interest due and payable or to become due and payable to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from or for the account of the Borrower and each Lender’s share thereof. The Administrative Agent will make diligent efforts to maintain the accuracy of the subaccounts referred to in the preceding sentence and to promptly update such subaccounts from time to time, as necessary.

3.20    Indemnification; Nature of Issuing Lender’s Duties.

(a) In addition to its other obligations under Section 2.3, the Borrower hereby agrees to protect, indemnify, pay and hold the Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees) that the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit, except to the extent resulting from the gross negligence, bad faith or willful misconduct of the Issuing Lender or (ii) the failure of the Issuing Lender to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority (all such acts or omissions, herein called “Government Acts”).

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(b) As between the Borrower and the Issuing Lender, the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Issuing Lender shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (vii) any consequences arising from causes beyond the control of the Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender’s rights or powers hereunder.

(c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by the Issuing Lender, under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put such Issuing Lender under any resulting liability to the Borrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify the Issuing Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any Governmental Authority. The Issuing Lender shall not, in any way, be liable for any failure by the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of the Issuing Lender.

(d) Nothing in this Section 3.20 is intended to limit the reimbursement obligation of the Borrower contained in Section 2.3 hereof. The obligations of the Borrower under this Section 3.20 shall survive the termination of this Credit Agreement. No act or omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Issuing Lender to enforce any right, power or benefit under this Credit Agreement.

(e) Notwithstanding anything to the contrary contained in this Section 3.20, the Borrower shall have no obligation to indemnify any Issuing Lender in respect of any liability incurred by such Issuing Lender arising out of the gross negligence, bad faith or willful misconduct of the Issuing Lender, as determined by a court of competent jurisdiction.

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(f) The entries made in the accounts, Register and subaccounts maintained pursuant to subsection (b) of this Section 3.20 (and, if consistent with the entries of the Administrative Agent, subsection (a) of this Section 3.20) shall be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain any such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of the Borrower to repay the Loans made by such Lender in accordance with the terms hereof.

ARTICLE IV

CONDITIONS

4.1 Conditions to Closing.

This Credit Agreement shall become effective upon, and the obligation of each Lender to make the initial Extensions of Credit hereunder is subject to, the satisfaction of the following conditions precedent:

(a) Execution of Credit Agreement and Credit Documents. Receipt of (i) multiple counterparts of this Credit Agreement, (ii) a Revolving Note for each Lender, in each case executed by a duly authorized officer of each party thereto and in each case conforming to the requirements of this Credit Agreement, and (iii) an executed copy of the Multi-Year Credit Agreement.

(b) Legal Opinion. Receipt of multiple counterparts of a legal opinion of counsel to the Borrower, relating to this Credit Agreement and the other Credit Documents and the transactions contemplated herein and therein, in form and substance reasonably acceptable to the Administrative Agent which opinion shall include, without limitation, an opinion that the execution, delivery and performance of the Credit Documents and the performance of the transactions contemplated thereby will not conflict with, result in a breach of, require any consent or permit any acceleration of (or require repayment of) any indebtedness of the Borrower or under any of the Borrower’s corporate instruments and material agreements.

(c) Corporate Documents. Receipt of the following (or their equivalent) for the Borrower:

(i) Articles of Incorporation. Copies of the articles of incorporation or charter documents certified to be true and complete as of a recent date by the appropriate governmental authority of the state of its incorporation.

(ii) Resolutions. Copies of resolutions of the Board of Directors or comparable managing body approving and adopting the respective Credit Documents, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary as of the Effective Date to be true and correct and in force and effect as of such date.

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(iii) Bylaws. Copies of the bylaws or comparable operating agreement certified by a secretary or assistant secretary as of the Effective Date to be true and correct and in force and effect as of such date.

(iv) Good Standing. A certificate of good standing, existence or its equivalent certified as of a recent date by the appropriate governmental authority of the state of organization.

(v) Secretary’s Certificate. A Secretary’s certificate for the Borrower dated as of the Effective Date substantially in the form of Schedule 4.1(c)(v) with appropriate insertions and attachments.

(d) Fees. Receipt of all fees, if any, then owing pursuant to the Administrative Agent’s Fee Letter, the Competitive Bid Request Fee Letter, Section 3.5 or pursuant to any Credit Documents.

(e) Section 4.2 Conditions. The conditions specified in Section 4.2 shall be satisfied.

(f) Account Designation Letter. Receipt by the Administrative Agent of an executed counterpart of the Account Designation Letter.

(g) Payment Instructions. Receipt by the Administrative Agent of payment instructions with respect to each wire transfer to be made by the Administrative Agent on behalf of the Lenders or the Borrower on the Effective Date setting forth the amount of such transfer, the purpose of such transfer, the name and number of the account to which such transfer is to be made, the name and ABA number of the bank or other financial institution where such account is located and the name and telephone number of an individual that can be contacted to confirm receipt of such transfer.

(h) Financial Information. Receipt by the Administrative Agent of the consolidated financial statements of the Borrower and its subsidiaries referred to in Section 5.1(a) and the five-year financial and operational projections for the Borrower and its Subsidiaries referred to in Section 5.1(b).

(i) No Material Adverse Effect. No Material Adverse Effect shall have occurred since July 1, 2001.

4.2 Conditions to All Extensions of Credit.

The obligation of each Lender to make any Extension of Credit hereunder (including the initial Loan to be made hereunder) is subject to the satisfaction of the following conditions precedent on the date of making such Extension of Credit:

(a) Representations and Warranties. The representations and warranties made by the Borrower herein or in any other Credit Document or which are contained in any certificate furnished at any time under or in connection herewith or therewith shall be true and correct in all material respects on and as of the date of such Extension of Credit as if made on and as of such date (except for those which expressly

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relate to an earlier date, which shall be true and correct in all material respects as of such earlier date, and except for those made in certificates which have been superseded or replaced by more recent certificates, so long as those made in superseded or replaced certificates were true and correct in all material respects on the date made).

(b) No Default or Event of Default. No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the Extension of Credit to be made on such date unless such Default or Event of Default shall have been waived in accordance with this Credit Agreement.

(c) Additional Conditions to Revolving Loans. If a Revolving Loan is requested pursuant to Section 2.1, all conditions set forth therein shall have been satisfied.

(d) Additional Conditions to Competitive Loans. If a Competitive Loan is requested pursuant to Section 2.2, all conditions set forth therein shall have been satisfied.

(e) Additional Conditions to Letters of Credit. If issuance of a Letter of Credit is requested pursuant to Section 2.3, all conditions set forth therein shall have been satisfied.

(f) Officer’s Certificate. With respect only to the initial Loan made hereunder, the Administrative Agent shall have received a Notice of Borrowing and a certificate of a Responsible Officer certifying that (i) the Borrower is solvent as of the date the initial Loan is made, (ii) the Borrower is in pro forma compliance with the covenant in Section 6.7 both before and after giving effect to any Loans to be made on the date the initial Loan is made; and (iii) the Borrower has satisfied any other conditions mutually agreeable to the parties.

(g) Each request for an Extension of Credit and each acceptance by the Borrower of an Extension of Credit shall be deemed to constitute a representation and warranty by each of the Borrower as of the date of such Loan that the conditions in paragraphs (a) through (e) of this Section have been satisfied.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

To induce the Lenders to enter into this Credit Agreement and to make Extensions of Credit herein provided for, the Borrower hereby represents and warrants to the Administrative Agent and to each Lender that:

5.1 Financial Condition.

(a) Each of the financial statements described below (copies of which have heretofore been provided to the Administrative Agent for distribution to the Lenders), have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby, are complete and correct in all material respects and present fairly the financial condition and results from

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operations of the entities and for the periods specified, subject in the case of interim company-prepared statements to normal year-end adjustments:

(i) audited consolidated balance sheet of the Borrower and its consolidated subsidiaries dated as of December 31, 2001, together with related statements of income and cash flows certified by PricewaterhouseCoopers LLP, certified public accountants; and

(ii) a company-prepared consolidated condensed balance sheet of the Borrower and its consolidated subsidiaries dated as of June 30, 2002, together with related consolidated condensed statements of income and cash flows.

(b) The five-year financial and operations projections of the Borrower and its Subsidiaries, delivered pursuant to Section 4.1(h), have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time made.

5.2 Organization; Existence.

The Borrower (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or other necessary power and authority, and the legal right to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged and (c) is duly qualified as a foreign entity and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, other than in such jurisdictions where the failure to be so qualified and in good standing would not, in the aggregate, have a Material Adverse Effect.

5.3 Power; Authorization; Enforceable Obligations.

The Borrower has the corporate or other necessary power and authority, and the legal right, to make, deliver and perform the Credit Documents and has taken all necessary corporate or other action to authorize the execution, delivery and performance by it of the Credit Documents. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with acceptance of extensions of credit by the Borrower or with the execution, delivery or performance of any Credit Documents by the Borrower (other than those which have been obtained, such filings as are required by the Securities and Exchange Commission (or the laws, rules and regulations administered by it), and to fulfill other reporting requirements with Governmental Authorities) or with the validity or enforceability of any Credit Document against the Borrower. Each Credit Document to which it is a party and all materials provisions therein constitute valid and legally binding obligations of the Borrower enforceable in accordance with their respective terms and shall provide the Administrative Agent and/or the Lenders the rights, powers and privileges purported to be created thereby, subject in each case to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles,.

5.4 Conflict.

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The execution, delivery and performance of the Credit Documents, the borrowings hereunder and the use of the proceeds of the Extensions of Credit will not (a) violate in any material respect any Requirement of Law applicable to the Borrower (except those as to which waivers or consents have been obtained), (b) conflict with, result in a breach of or constitute a default under (i) the articles of incorporation, bylaws or other organizational documents of such Person, (ii) any material indenture, agreement or other instrument to which such Person is a party or by which any of its properties may be bound or (iii) any approval of any Governmental Authority relating to such Person, or (c) result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law.

5.5 No Material Litigation.

Except as set forth on Schedule 5.5 no claim, litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any member of the Consolidated Group or against any of their respective properties which (a) relates to the Credit Documents or any of the transactions contemplated hereby or thereby or (b) is reasonably likely to have a Material Adverse Effect.

5.6 No Default.

No Default or Event of Default has occurred and is continuing.

5.7 Taxes.

Except for such tax-related litigation disclosed on Schedule 5.7, the Borrower and each of its Subsidiaries have timely filed or caused to be filed all United States federal income tax returns and all other material tax returns which, to the best knowledge of the Borrower, are required to be filed and has paid (a) all taxes shown to be due and payable on said returns or (b) all taxes shown to be due and payable on any assessments of which it has received notice made against it or any of its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (other than any (i) taxes, fees or other charges with respect to which the failure to pay, in the aggregate, would not have a Material Adverse Effect or (ii) taxes, fees or other charges the amount or validity of which are currently being contested and with respect to which reserves in conformity with GAAP have been provided on the books of such Person), and no tax Lien has been filed with respect to any such tax, fee or other charge.

5.8 ERISA

Except as is not reasonably likely to have a Material Adverse Effect:

(a) (i) No ERISA Event has occurred during the five-year period ending on the date this representation is made or deemed made or is reasonably expected to occur, with respect to any Plan; (ii) no “accumulated funding deficiency,” as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan (other than a Multiemployer Plan) and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan (other than a Multiemployer Plan); (iii) each Plan (other than a

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Multiemployer Plan) has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws; (iv) each Plan (other than a Multiemployer Plan) that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the knowledge of the Borrower, nothing has occurred which would prevent, or cause the loss of, such qualification, and (v) no lien in favor of the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan.

(b) No member of the Consolidated Group nor any ERISA Affiliate has incurred, or, to the knowledge of the Borrower, could be reasonably expected to incur, any liability under Title IV of ERISA with respect to any Single Employer Plan, or any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan.

(c) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan which has subjected or may subject any member of the Consolidated Group or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which any member of the Consolidated Group or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. There are no pending, or to the knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan.

(d) No member of the Consolidated Group nor any ERISA Affiliate has any material liability with respect to “expected post-retirement benefit obligations” within the meaning of the Financial Accounting Standards Board Statement No. 106.

5.9 Governmental Regulations, Etc.

(a) Neither the Borrower nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of purchasing or carrying any “margin stock” within the meaning given such term under Regulations T, U and X of the Board of Governors of the Federal Reserve System, as in effect from time to time, together with all official rulings and interpretations thereunder, and no part of the proceeds of any Loan will be used to purchase or carry any margin stock in violation of Regulation U or to extend credit to others for the purpose of purchasing or carrying any margin stock, or be used for any purpose which violates, or which is inconsistent with, the provisions of Regulation X.

(b) The Borrower is not (i) an “investment company” registered or required to be registered under the Investment Company Act of 1940, as amended, and is not controlled by such a company, or (ii) a “holding company”, or a “subsidiary company” of a “holding company”, or an “affiliate” of a “holding company” or of

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a “subsidiary” of a “holding company”, within the meaning of the Public Utility Holding Company Act of 1935, as amended.

5.10 Purpose of Extensions of Credit.

The Extensions of Credit will be used solely (a) to refinance certain existing indebtedness of the Borrower, (b) to provide general working capital and (c) for other general corporate purposes, including acquisitions.

5.11 Compliance with Laws; Contractual Obligations.

The Borrower and its Subsidiaries are in compliance with all Requirements of Law, except to the extent that the failure to comply therewith would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor its Subsidiaries are in default under or with respect to any of its contractual obligations in any respect which could reasonably be expected to have a Material Adverse Effect.

5.12 Accuracy and Completeness of Information.

All factual information heretofore, contemporaneously or hereafter furnished by the Borrower in writing to the Administrative Agent or any Lender for purposes of or in connection with this Credit Agreement or any other Credit Document, or any transaction contemplated hereby or thereby, is or will be true and accurate in all material respects as of the date stated therein and not incomplete by omitting to state any material fact necessary to make such information not misleading, except for inaccuracies or omissions which could not reasonably be expected to have a Material Adverse Effect. There is no fact now known to the Borrower which could reasonably be expected to have a Material Adverse Effect which fact has not been set forth herein, in the financial statements of the Borrower and its Subsidiaries furnished to the Administrative Agent and/or the Lenders prior to the date hereof, or in any certificate, opinion or other written statement made or furnished by the Borrower to the Administrative Agent and/or the Lenders prior to the date hereof.

5.13 Environmental Matters.

Except as set forth on Schedule 5.13,

(a) To the knowledge of the Borrower or except where such violation or liability could not reasonably be expected to have a Material Adverse Effect, the facilities and properties owned, leased or operated by the Borrower (the “Properties”) do not contain any Materials of Environmental Concern in amounts or concentrations which (i) constitute a violation of, or (ii) have resulted in liability under, any Environmental Law.

(b) To the knowledge of the Borrower or except where such violation or contamination could not reasonably be expected to have a Material Adverse Effect, the Properties and all operations of the members of the Consolidated Group at the Properties are in compliance, and have in the last five years been in compliance, in all respects with all applicable Environmental Laws, and there is no contamination by Materials of Environmental Concern at or under the

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Properties or violation of any Environmental Law with respect to the Properties or the business operated by the members of the Consolidated Group (the “Business”).

(c) Except where such violation or liability could not reasonably be expected to have a Material Adverse Effect, none of the members of the Consolidated Group has received any written notice of violation, alleged violation, non-compliance, liability or potential liability arising under Environmental Laws with regard to any of the Properties or the Business.

(d) To the knowledge of the Borrower or except where such violation or liability could not reasonably be expected to have a Material Adverse Effect, Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which has given rise to liability under any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that has given rise to liability under, any applicable Environmental Law.

(e) No judicial proceeding or governmental or administrative action, to the knowledge of the Borrower, is pending or threatened under any Environmental Law to which any of the members of the Consolidated Group is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial directives outstanding under any Environmental Law with respect to the Properties or the Business which could reasonably be expected to have a Material Adverse Effect.

(f) To the knowledge of the Borrower or except where such violation or liability could not reasonably be expected to have a Material Adverse Effect, there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the members of the Consolidated Group in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner requiring remediation under Environmental Laws.

ARTICLE VI

AFFIRMATIVE COVENANTS

The Borrower covenants and agrees that so long as this Credit Agreement is in effect and until the Commitments have been terminated, no Loans remain outstanding and all amounts owing hereunder or under any other Credit Document or in connection herewith or therewith have been paid in full:

6.1 Financial Statements.

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The Borrower will furnish, or cause to be furnished, to the Administrative Agent for distribution to the Lenders:

(a) Audited Financial Statements. As soon as available, but in any event within 90 days after the end of each fiscal year, an audited consolidated balance sheet of the Borrower and its subsidiaries as of the end of the fiscal year and the related consolidated statements of income, retained earnings, shareholders’ equity and cash flows for such fiscal year, audited by an independent certified public accounting firm of nationally recognized standing, setting forth in each case in comparative form the figures for the previous year, reported without a “going concern” or like qualification or exception, or qualification indicating that the scope of the audit was inadequate to permit such independent certified public accountants to certify such financial statements without such qualification.

(b) Company-Prepared Financial Statements. As soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters, a company-prepared consolidated balance sheet of the Borrower and its subsidiaries as of the end of the quarter and related company-prepared consolidated statements of income, retained earnings, shareholders’ equity and cash flows for such quarterly period and for the fiscal year to date; in each case setting forth in comparative form the consolidated figures for the corresponding period or periods of the preceding fiscal year or the portion of the fiscal year ending with such period, as applicable, in each case subject to normal recurring year-end audit adjustments.

All such financial statements shall be complete and correct in all material respects (subject, in the case of interim statements, to normal recurring year-end audit adjustments) and shall be prepared in reasonable detail and, in the case of the annual and quarterly financial statements provided in accordance with subsections (a) and (b) above, in accordance with GAAP applied consistently throughout the periods reflected therein and further accompanied by a description of, and an estimation of the effect on the financial statements on account of, a change in the application of accounting principles as provided in Section 1.3.

6.2 Certificates; Other Information.

The Borrower will furnish, or cause to be furnished, to the Administrative Agent for distribution to the Lenders:

(a) Officer’s Certificate. Concurrently with the delivery of the financial statements referred to in Sections 6.1(a) and 6.1(b) above, a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge and belief, (i) the financial statements fairly present in all material respects the financial condition of the parties covered by such financial statements, (ii) during such period the Borrower has observed or performed in all material respects its covenants and other agreements hereunder and under the other Credit Documents, and satisfied in all material respects the conditions contained in this Credit Agreement to be observed, performed or satisfied by it (except to the extent waived in accordance with the provisions hereof) and (iii) such Responsible Officer has obtained no knowledge of any Default or Event of Default except as

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specified in such certificate. Such certificate shall include the calculations required to indicate compliance with Section 6.7. A form of Officer’s Certificate is attached as Schedule 6.2(a).

(b) Public Information. Within thirty days after the same are sent, copies of all reports (other than those otherwise provided pursuant to subsection 6.1) and other financial information which the Borrower sends to its public stockholders, and within thirty days after the same are filed, copies of all financial statements and non-confidential reports which the Borrower may make to, or file with, the Securities and Exchange Commission or any successor or analogous United States Governmental Authority.

(c) Other Information. Promptly, such additional financial and other information as the Administrative Agent, at the request of any Lender, may from time to time reasonably request, including, without limitation, any information requested pursuant to the Administrative Agent’s or any Lender’s customer identification program or anti-money laundering program under the Bank Secrecy Act.

6.3 Notices.

The Borrower will give notice to the Administrative Agent (which shall promptly transmit such notice to each Lender) of:

(a) Defaults. Promptly (but in any event within three (3) Business Days) after knowledge thereof, the occurrence of any Default or Event of Default (without giving effect to any notice requirement from the Agent or any Lender).

(b) Legal Proceedings. Promptly following the receipt of written notification relating thereto, any litigation or proceeding (including without limitation, any environmental proceeding) affecting the Borrower or its Subsidiaries which, if adversely determined, would reasonably be expected to have a Material Adverse Effect.

Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action the Borrower proposes to take with respect thereto.

6.4 Maintenance of Existence and Compliance with Law.

(a) The Borrower will preserve, renew and keep in full force and effect its corporate existence and take all reasonable action to maintain all rights, privileges, licenses and franchises necessary or desirable in the normal conduct of its business.

(b) The Borrower will, and will cause its Subsidiaries to, (i) comply with all Requirements of Law (including, without limitation, all Environmental Laws and ERISA matters) applicable to them except to the extent that failure to comply with all Requirements of Law would not, in the aggregate, have a Material Adverse Effect, and (ii) without limiting the generality of clause (i), comply in all respects with all Requirements of Law in the use of proceeds of the Loans.

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(c) The Borrower will, and will cause its Subsidiaries to, perform and satisfy its contractual obligations except to the extent that failure to perform and satisfy such obligations would not, in the aggregate, have a Material Adverse Effect.

6.5 Maintenance of Property; Insurance.

The Borrower will, and will cause its Subsidiaries to, keep all material property necessary in its business in reasonably good working order and condition (ordinary wear and tear and obsolescence excepted); maintain with financially sound and reputable insurance companies casualty, liability and such other insurance (which may include plans of self-insurance) with such coverage and deductibles, and in such amounts as may be consistent with prudent business practice; and furnish to the Administrative Agent, upon written request, full information as to the insurance carried.

6.6 Inspection of Property; Books and Records; Discussions.

(a) The Borrower will, and will cause its Subsidiaries to, keep proper corporate books and financial records in relation to its businesses and activities in conformity with GAAP and Requirements of Law.

(b) The Borrower will, and will cause its Subsidiaries to, permit, during regular business hours and upon reasonable notice by the Administrative Agent, the Administrative Agent to visit and inspect any of its properties and examine and make abstracts (including photocopies) from any of its books and records (other than materials protected by the attorney-client, work product or other privilege and materials which the Borrower and its Subsidiaries may not disclose without violation of a confidentiality obligation binding upon the Borrower or its Subsidiaries), and to discuss the business, operations, properties and financial and other condition of the members of the Consolidated Group with officers and employees of the members of the Consolidated Group and with their independent certified public accountants. The cost of the inspection referred to in the preceding sentence shall be for the account of the Lenders unless an Event of Default has occurred and is continuing, in which case the cost of such inspection shall be for the account of the Borrower.

6.7 Consolidated Funded Debt to Total Capitalization Ratio.

The Consolidated Funded Debt to Total Capitalization Ratio will not at any time exceed 50%.

6.8 Use of Proceeds.

The proceeds of the loans and extensions of credit hereunder will be used solely for the purposes provided in Section 5.10.

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ARTICLE VII

NEGATIVE COVENANTS

The Borrower covenants and agrees that so long as this Credit Agreement is in effect and until the Commitments have been terminated, no Loans remain outstanding and all amounts owing hereunder or under any other Credit Document or in connection herewith or therewith have been paid in full:

7.1 Funded Debt of Subsidiaries.

The Borrower will not permit any Subsidiary (excluding any Joint Venture) to incur or permit to exist any Funded Debt, except (i) Funded Debt existing on the date hereof and set forth on Schedule 7.1, and refundings and refinancings thereof, (ii) inter-company Funded Debt owed to the Borrower or other member of the Consolidated Group, (iii) Capital Lease obligations and purchase money indebtedness incurred in the ordinary course of business, and refundings and refinancings thereof, and (iv) other Funded Debt of up to $200,000,000 in aggregate principal amount at time outstanding.

7.2 Negative Pledge.

The Borrower will not, nor will it permit any Subsidiary to, contract, create, incur, assume or permit to exist any Lien on any of its respective property or assets of any kind (whether real or personal, tangible or intangible), whether now owned or hereafter acquired, except:

(a) Liens existing on the date hereof and securing indebtedness outstanding on the date hereof, each of which is set forth on Schedule 7.2(a);

(b) Liens securing inter-company indebtedness owed to members of the Consolidated Group other than Liens securing inter-company indebtedness owed by the Borrower;

(c) Liens on property and assets of any Person existing at the time such Person becomes a member of the Consolidated Group and not created in contemplation thereof and provided that such Lien shall not extend to any other property of members of the Consolidated Group;

(d) Liens on property or assets securing indebtedness incurred or assumed for the purpose of financing all or any part of the costs of acquiring, improving or constructing such property or assets; provided that (i) with respect to real property (and personal property constituting a part of a project which is the subject of an industrial revenue bond, private activity bond, solid waste disposal bond or similar financing), such Lien attaches concurrently with or within eighteen (18) months after the date of acquisition, completion, construction or improvement (including without limitation liens in connection with industrial revenue bonds, private activity bonds, solid waste disposal bonds or other similar financing activity), (ii) with respect to personal property (other than the personal property referenced in clause (i) hereof), such Lien attaches concurrently with or within six

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(6) months after the date of acquisition, and (iii) such Lien shall extend only to the property or asset to be acquired or improved with such financing;

(e) Liens on property and assets prior to the acquisition thereof and not created in contemplation thereof, provided that such Lien shall not extend to any other property of members of the Consolidated Group;

(f) Liens arising out of the refinancing, extension, renewal or refunding of any indebtedness secured by a Lien permitted by any of the foregoing clauses of this Section, provided that (i) such indebtedness is not secured by any additional property or assets, and (ii) the amount of such indebtedness secured by such Lien is not increased;

(g) Liens incidental to the conduct of their business or the ownership of their assets that arise out of transactions involving the sale or purchase of goods or services on a consignment basis and that do not (i) secure Funded Debt or (ii) in the aggregate materially detract from the value of the assets or materially impair the use thereof in the operation of business;

(h) Liens imposed by law, such as Liens of carriers, warehousemen, mechanics, materialmen, repairmen and landlords, and other similar Liens incurred in the ordinary course of business for sums not constituting borrowed money that are not overdue for a period of more than thirty (30) days or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required);

(i) Liens incurred in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, surety and appeal bonds, leases, government contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of business;

(j) Liens for taxes, assessments or other governmental charges or statutory obligations that are not delinquent or remain payable without any penalty or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required);

(k) Liens on accounts and receivables established or arising in connection with a securitization of such accounts or accounts receivable or a secured borrowing of money that requires the pledge of or a security interest in such accounts and receivables provided that (i) such Lien encumbers only the accounts and receivables which are the subject of the securitization, and (ii) in the case of a secured borrowing of money any such Lien shall at all times be confined solely to such accounts and receivables that are required to secure such borrowing; and

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(l) Liens not otherwise permitted by the foregoing clauses of this Section securing Funded Debt (other than the loans and obligations owing hereunder) in an aggregate principal amount at any time outstanding not to exceed $100,000,000.

7.3 Consolidation, Merger and Sale of Assets.

(a) The Borrower will not enter into a transaction of merger or consolidation, or sell, lease or otherwise transfer all or substantially all of its assets, except (i) the Borrower may enter into a transaction of merger or consolidation with any other Person so long as (A) such other Person is organized under the laws of the United States, Canada or Mexico or one of their respective states or provinces, and (B) the Borrower is the surviving entity, and (C) no Default or Event of Default will exist immediately after giving effect thereto, and (ii) the Borrower may sell, lease or transfer assets to Subsidiaries.

(b) The Borrower will not permit its Subsidiaries to enter into a transaction of merger or consolidation, or sell, lease or otherwise transfer all or substantially all of their assets (taken as a group), except (i) a Subsidiary may enter into a transaction of merger or consolidation with the Borrower or any other Subsidiary, or with any other Person so long as such (A) other Person is organized under the laws of the United States, Canada or Mexico or one of their respective states or provinces, and (B) the Borrower or a Subsidiary is the surviving entity, and (C) no Default or Event of Default will exist immediately after giving effect thereto, and (ii) Subsidiaries may sell, lease or transfer assets to the Borrower or other Subsidiaries.

7.4 Transactions with Affiliates.

The Borrower will not, and will not permit its Subsidiaries to, enter into any transaction or series of transactions, whether or not in the ordinary course of business, with any of its officers, directors or Affiliates other than on terms and conditions not less favorable as would be obtainable in a comparable arm’s-length transaction with an unrelated party, except (i) transactions between and among the Borrower and its Subsidiaries not involving any other Affiliates, and (ii) transactions approved by a special committee comprised of independent directors of the board of directors of the Borrower (all which approved related-party transactions will be disclosed in writing to the Administrative Agent and the Lenders).

7.5 Permitted Investments.

The Borrower will not, and will not permit its Subsidiaries to, make Investments, as a group, in Subsidiaries, joint ventures or other entities or enterprises that are organized outside the United States, Canada or Mexico or one of their respective states or provinces in an aggregate amount (based on original investment or cost basis without regard to accumulated income or accretion in value apart therefrom) in excess of thirty-five percent (35%) of Consolidated Net Worth (calculated, at any time, in accordance with the last financial statements delivered to the Administrative Agent pursuant to Section 6.1 prior to such determination).

7.6    Limitation on Certain Restrictions. The Borrower will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist

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or become effective any restriction or encumbrance on (i) the ability of the Borrower and its Subsidiaries to perform and comply with their respective obligations under the Credit Documents or (ii) the ability of any Subsidiary (other than any Joint Venture) to make any dividend payments or other distributions in respect of its capital stock, to repay indebtedness owed to the Borrower or any other Subsidiary, to make loans or advances to the Borrower or any other Subsidiary, or to transfer any of its assets or properties to the Borrower or any other Subsidiary, in each case other than such restrictions or encumbrances existing under or by reason of the Credit Documents or applicable Requirements of Law.

ARTICLE VIII

EVENTS OF DEFAULT

8.1 Events of Default.

An Event of Default shall exist upon the occurrence of any of the following specified events (each an “Event of Default”):

(a) the failure (i) to pay when due any principal of any Loan or any reimbursement obligation owing in respect of a Letter of Credit; or (ii) to pay within five (5) Business Days following receipt by the Borrower of notice that any interest, fees or other amounts owing hereunder or under any of the other Credit Documents is due (provided that notice hereunder shall be deemed satisfied by any regular invoice or other similar payment correspondence and does not require any type of special notice of late payment);

(b) any representation, warranty, certification or statement made or deemed made by the Borrower herein or in any of the other Credit Documents, or in any statement or certificate delivered pursuant hereto or thereto, shall prove untrue or misleading in any material respect when made or deemed made;

(c) the failure to observe or perform those covenants contained in Sections 6.3(a), 6.4(a) (with respect to existence), 6.6(b), 6.7, 6.8 or in Article 7;

(d) the failure to observe or perform any other covenants or agreements contained herein or in the other Credit Documents (other than those covered by the foregoing clauses (a), (b) or (c) of this Section), and such failure shall continue unremedied for a period of thirty (30) days following the earlier of (i) first knowledge thereof by the Borrower and (ii) notice by the Administrative Agent to the Borrower thereof;

(e) with respect to Funded Debt of the Borrower and its wholly owned Subsidiaries (other than Funded Debt hereunder) in excess of $75,000,000 in principal amount, (i) there shall occur a default in the payment of any principal or interest amount when due (beyond applicable grace or cure periods, if any) of any such Funded Debt, or (ii) the principal amount of any such Funded Debt shall be declared due

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and payable or required to be repaid prior to its stated maturity, whether by acceleration, mandatory prepayment or otherwise;

(f) the Borrower shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally, or shall admit in writing its inability, to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; or

(g) an involuntary case or other proceeding shall be commenced against the Borrower seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of sixty (60) days; or an order for relief shall be entered against the Borrower under the federal bankruptcy laws as now or hereafter in effect; or

(h) one or more judgments or orders for the payment of money in an aggregate amount in excess of $75,000,000 shall be rendered against the Borrower or any Subsidiary and such judgment or order shall continue unsatisfied and unstayed or unbonded for a period of thirty (30) days; or

(i) the Borrower or any member of the Controlled Group shall fail to pay when due any amount in excess of $75,000,000 which it shall have become liable to pay to the PBGC or to a Plan under Title IV of ERISA; or the PBGC shall institute proceedings under Title IV of ERISA to terminate or to cause a trustee to be appointed to administer any such Plan or Plans or a proceeding shall be instituted by a fiduciary of any such Plan or Plans to enforce Section 515 or 4219(c)(5) of ERISA and such proceeding shall not have been dismissed within thirty (30) days thereafter; or a condition of which the Borrower has knowledge shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any such Plan or Plans must be terminated; or

(j) a federal tax lien shall be filed against the Borrower under Section 6323 of the Code or a lien of the PBGC shall be filed against the Borrower or any Subsidiary under Section 4068 of ERISA and in either case such lien shall remain undischarged for a period of thirty (30) days after the date of filing; or

(k) (i) any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of 15% or more of the outstanding shares of the voting stock of the

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Borrower; or (ii) as of any date a majority of the Board of Directors of the Borrower consists of individuals who were not either (A) directors of the Borrower as of the corresponding date of the previous year, (B) selected or nominated to become directors by the Board of Directors of the Borrower of which a majority consisted of individuals described in clause (A), or (C) selected or nominated to become directors by the Board of Directors of the Borrower of which a majority consisted of individuals described in clause (A) and individuals described in clause (B); or

(l) the occurrence of an Event of Default under the Multi-Year Credit Agreement.

8.2 Acceleration; Remedies.

Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, or upon the request and direction of the Required Lenders shall, by written notice to the Borrower take any or any combinations of the following actions:

(i) Termination of Commitments. Declare the Commitments terminated whereupon the Commitments shall be immediately terminated.

(ii) Acceleration. Declare the unpaid principal of and any accrued interest in respect of all Loans and any and all other indebtedness or obligations of any and every kind owing by the Borrower to the Administrative Agent and/or any of the Lenders hereunder to be due and direct the Borrower to pay to the Administrative Agent cash collateral as security for the LOC Obligations for subsequent drawings under then outstanding Letters of Credit an amount equal to the maximum amount of which may be drawn under Letters of Credit then outstanding, whereupon the same shall be immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

(iii) Enforcement of Rights. Enforce any and all rights and interests created and existing under the Credit Documents, whether at law or in equity.

Notwithstanding the foregoing, if an Event of Default specified in Section 8.1(f) or (g) shall occur, then the Commitments shall automatically terminate and all Loans, all accrued interest in respect thereof, all accrued and unpaid Fees, all cash collateral as security for LOC Obligations, and other indebtedness or obligations owing to the Administrative Agent and/or any of the Lenders hereunder automatically shall immediately become due and payable without presentment, demand, protest or the giving of any notice or other action by the Administrative Agent or the Lenders, all of which are hereby waived by the Borrower.

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ARTICLE IX

AGENCY PROVISIONS

9.1 Appointment.

Each Lender hereby designates and appoints Wachovia as administrative agent of such Lender to act as specified herein and in the other Credit Documents, and each such Lender hereby authorizes the Administrative Agent as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Credit Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated by the terms hereof and of the other Credit Documents, together with such other powers as are reasonably incidental thereto. Each Lender further directs and authorizes the Administrative Agent to execute releases (or similar agreements) to give effect to the provisions of this Credit Agreement and the other Credit Documents. Notwithstanding any provision to the contrary elsewhere herein and in the other Credit Documents, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein and therein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any of the other Credit Documents, or shall otherwise exist against the Administrative Agent. The provisions of this Section are solely for the benefit of the Administrative Agent and the Lenders and the Borrower shall have any rights as a third party beneficiary of the provisions hereof. In performing its functions and duties under this Credit Agreement and the other Credit Documents, the Administrative Agent shall act solely as Administrative Agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its affiliates.

9.2 Delegation of Duties.

The Administrative Agent may execute any of its duties hereunder or under the other Credit Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

9.3 Exculpatory Provisions.

The Administrative Agent and its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (i) liable for any action lawfully taken or omitted to be taken by it or such Person in good faith under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s own gross negligence or willful misconduct), or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement referred to or provided for in, or received by the Administrative Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of the Borrower to perform its obligations hereunder or thereunder. The Administrative Agent shall not be

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responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectability or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its affiliates.

9.4 Reliance on Communications.

The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower, independent accountants and other experts selected by the Administrative Agent with reasonable care). The Administrative Agent may deem and treat the Lenders as the owners of their respective interests hereunder for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent in accordance with Section 10.3(b) hereof. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement or under any of the other Credit Documents unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder or under any of the other Credit Documents in accordance with a request of the Required Lenders (or to the extent specifically provided in Section 10.6, all the Lenders) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders (including their successors and assigns).

9.5 Notice of Default.

The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder, except with respect to defaults on payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders, unless the Administrative Agent has received notice from a Lender or the Borrower referring to the Credit Document, describing such Default or Event of Default and stating that such notice is a “notice of default.” In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give prompt notice thereof to the Lenders. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders.

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9.6 Non-Reliance on Administrative Agent and Other Lenders.

Each Lender expressly acknowledges that each of the Administrative Agent and its officers, directors, employees, agents, attorneys-in-fact or affiliates has not made any representations or warranties to it and that no act by the Administrative Agent or any affiliate thereof hereinafter taken, including any review of the affairs of the Borrower or any of its affiliates, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower or its affiliates and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower and its affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower or any of its affiliates which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

9.7 Indemnification.

The Lenders agree to indemnify the Administrative Agent in its capacity as such (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Commitments (or if the Commitments have expired or been terminated, in accordance with the respective principal amounts of outstanding Loans and Participation Interests of the Lenders), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including without limitation at any time following the final payment of all of the obligations of the Borrower hereunder and under the other Credit Documents) be imposed on, incurred by or asserted against the Administrative Agent in its capacity as such in any way relating to or arising out of this Credit Agreement or the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of the Administrative Agent. If any indemnity furnished to the Administrative Agent for any purpose shall, in the opinion of the Administrative Agent, be insufficient or become impaired, the Administrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The

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agreements in this Section shall survive the repayment of the Loans and other obligations under the Credit Documents and the termination of the Commitments hereunder.

9.8 Administrative Agent in its Individual Capacity.

The Administrative Agent and its affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Borrower, its Subsidiaries or their affiliates as though the Administrative Agent were not the Administrative Agent hereunder. With respect to the Loans made by the Administrative Agent hereunder and all obligations of the Borrower hereunder and under the other Credit Documents, the Administrative Agent shall have the same rights and powers under this Credit Agreement as any Lender and may exercise the same as though it were not the Administrative Agent, and the terms “Lender” and “Lenders” shall include the Administrative Agent in its individual capacity.

9.9 Successor Administrative Agent.

The Administrative Agent may, at any time, resign upon 20 Business Days’ written notice to the Lenders and the Borrower, and may be removed, upon show of cause, by the Required Lenders upon 30 days’ written notice to the Administrative Agent. Upon any such resignation or removal, the Required Lenders and the Borrower shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the notice of resignation or notice of removal, as appropriate, then the retiring Administrative Agent shall select a successor Administrative Agent provided such successor is a Lender hereunder or a commercial bank organized under the laws of the United States of America or of any State thereof and has a combined capital and surplus of at least $400,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 9.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Credit Agreement.

9.10 Other Agents, Arrangers and Book Runners.

None of the Lenders or other Persons identified on the facing page or signature pages of this Credit Agreement or the other Credit Documents as a “Syndication Agent,” “Documentation Agent,” “Co-Lead Arranger” or “Joint Book Runner” shall have any right, power, obligation, liability, responsibility or duty under this Credit Agreement and the other Credit Documents other than, in the case of such Lenders, those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Credit Agreement or in taking or not taking action hereunder.

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ARTICLE X

MISCELLANEOUS

10.1 Notices.

Except as otherwise expressly provided herein, all notices and other communications shall have been duly given and shall be effective (i) when delivered, (ii) when transmitted via telecopy (or other facsimile device) to the number set out below, (iii) the day following the day on which the same has been delivered prepaid to a reputable national overnight air courier service, or (iv) the third Business Day following the day on which the same is sent by certified or registered mail, postage prepaid, in each case to the respective parties at the address, in the case of the Borrower and the Administrative Agent, set forth below, and, in the case of the Lenders, set forth on Schedule 10.1, or at such other address as such party may specify by written notice to the other parties hereto:

if to the Borrower:

Nucor Corporation

2100 Rexford Road

Charlotte, North Carolina 28211

Attn: Terry S. Lisenby

Chief Financial Officer

Telephone: (704) 366-7000

Telecopy: (704) 362-4208

with a copy to:

Moore & Van Allen, PLLC

100 North Tryon Street, 47^th Floor

Charlotte, North Carolina 28202

Attn: Mike Delaney

Telephone: (704) 331-3519

Telecopy: (704) 339-5819

if to the Administrative Agent:

Wachovia Bank, National Association

Charlotte Plaza

201 South College Street, CP-6

Charlotte, North Carolina 28288

Attn: Jorge Gonzalez

Telephone: (704) 383-8461

Telecopy: (704) 715-1117

with a copy to:

Wachovia Bank, National Association

Charlotte Plaza

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201 South College Street, CP-23

Charlotte, North Carolina 28288-0680

Attn: Syndication Agency Services

Telephone: (704) 715-1093

Telecopy: (704) 383-0835

10.2 Right of Set-Off.

In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default, each Lender is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or affiliates of such Lender wherever located) to or for the credit or the account of the Borrower against obligations and liabilities of the Borrower to such Lender hereunder, under the Notes or the other Credit Documents, irrespective of whether such Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. Any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 3.16 or Section 10.3(d) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.

10.3 Benefit of Agreement.

(a) Generally. This Credit Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided that the Borrower may neither assign nor transfer any of its interests without prior written consent of the Lenders; provided further that the rights of each Lender to transfer, assign or grant participations in its rights and/or obligations hereunder shall be limited as set forth in this Section 10.3, provided however that nothing herein shall prevent or prohibit any Lender from (i) pledging its Loans hereunder to a Federal Reserve Bank in support of borrowings made by such Lender from such Federal Reserve Bank, or (ii) granting assignments or selling participations in such Lender’s Loans and/or Commitments hereunder to its parent company and/or to any affiliate or Subsidiary of such Lender.

(b) Assignments. Each Lender may assign all or a portion of its rights and obligations hereunder, pursuant to an assignment agreement substantially in the form of Schedule 10.3(b), to (i) any Lender or any affiliate or Subsidiary of a Lender, or (ii) any other commercial bank, financial institution or “accredited investor” (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Administrative Agent (such consent shall not be unreasonably withheld or delayed) and, so long as no Default or Event of Default has occurred and is continuing, with the approval of the

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Borrower (which approval shall not be unreasonably withheld or delayed); provided that (i) any such assignment (other than any assignment to an existing Lender) shall be in a minimum aggregate amount of $5,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) of the Commitments and in integral multiples of $1,000,000 above such amount and (ii) each such assignment (other than Competitive Loans) shall be of a constant, not varying, percentage of all such Lender’s rights and obligations under this Credit Agreement. Any assignment hereunder shall be effective upon delivery to the Administrative Agent of written notice of the assignment together with a transfer fee of $3,500 payable to the Administrative Agent for its own account from and after the later of (i) the effective date specified in the applicable assignment agreement and (ii) the date of recording of such assignment in the Register pursuant to the terms of subsection (c) below. The assigning Lender will give prompt notice to the Administrative Agent and the Borrower of any such assignment. Upon the effectiveness of any such assignment (and after notice to, and (to the extent required pursuant to the terms hereof), with the consent of, the Borrower as provided herein), the assignee shall become a “Lender” for all purposes of this Credit Agreement and the other Credit Documents and, to the extent of such assignment, the assigning Lender shall be relieved of its obligations hereunder to the extent of the Loans and Commitment components being assigned. Along such lines the Borrower agrees that upon notice of any such assignment, it will promptly provide to the assigning Lender and to the assignee separate promissory notes in the amount of their respective interests substantially in the form of the original Note. By executing and delivering an assignment agreement in accordance with this  Section 10.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of the Borrower or any of its affiliates or the performance or observance by the Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this

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Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender (including without limitation the requirements of Section 3.13).

(c) Maintenance of Register. The Administrative Agent shall maintain at one of its offices in Charlotte, North Carolina a copy of each Lender assignment agreement delivered to it in accordance with the terms of subsection (b) above and a register for the recordation of the identity of the principal amount, type and Interest Period of each Loan outstanding hereunder, the names, addresses and the Commitments of the Lenders pursuant to the terms hereof from time to time (the “Register”). The Administrative Agent will make diligent efforts to maintain the accuracy of the Register and to promptly update the Register from time to time, as necessary. The entries in the Register shall be conclusive in the absence of manifest error and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Credit Agreement. The Register shall be available for inspection by the Borrower and each Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d) Participations. Each Lender may sell, transfer, grant or assign participations in all or any part of such Lender’s interests and/or obligations hereunder; provided that (i) such selling Lender shall remain a “Lender” for all purposes under this Credit Agreement (such selling Lender’s obligations under the Credit Documents remaining unchanged) and the participant shall not constitute a Lender hereunder, (ii) no such participant shall have, or be granted, rights to approve any amendment or waiver relating to this Credit Agreement or the other Credit Documents except to the extent any such amendment or waiver would (A) reduce the principal of or rate of interest on or Fees in respect of any Loans in which the participant is participating, (B) postpone the date fixed for any payment of principal (including extension of the Termination Date or the date of any mandatory prepayment), interest or Fees in which the participant is participating, or (C) increase the dollar amount of such participant’s participation over the dollar amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or mandatory reduction in the participation amount (through a reduction in Commitments or otherwise) shall not constitute a change in the terms of the participation amount of any participant), and (iii) sub-participations by the participant (except to an affiliate, parent company or affiliate of a parent company of the participant) shall be prohibited. In the case of any such participation, the participant shall not have any rights under this Credit Agreement or the other Credit Documents (the participant’s rights against the selling Lender in respect of such participation to be those set forth in the participation agreement with such Lender creating such participation) and all

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amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation, provided, however, that such participant shall be entitled to receive additional amounts under Sections 3.6, 3.7, 3.9, 3.10, 3.13 and 3.14 on the same basis as if it were a Lender (but in no event shall such additional amounts exceed the amount which would have been payable to the relevant Lender in the absence of such participation, and subject to limitations on such participant comparable to those contained in Section 3.12 with respect to Requesting Lenders).

10.4 No Waiver; Remedies Cumulative.

No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or privilege hereunder or under any other Credit Document and no course of dealing between the Administrative Agent or any Lender and the Borrower shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or under any other Credit Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder. The rights and remedies provided herein are cumulative and not exclusive of any rights or remedies which the Administrative Agent or any Lender would otherwise have. No notice to or demand on the Borrower shall entitle the Borrower to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Administrative Agent or the Lenders to any other or further action in any circumstances without notice or demand.

10.5 Payment of Expenses, etc.

The Borrower agrees to: (i) pay all reasonable out-of-pocket costs and expenses (A) of the Administrative Agent in connection with the negotiation, preparation, execution and delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable fees and expenses of Robinson Bradshaw & Hinson, P.A., special counsel to the Administrative Agent) and any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrower under this Credit Agreement, provided, however, the Borrower’s obligations under this subsection (A) shall be limited to those of one law firm, and (B) of the Administrative Agent and the Lenders in connection with enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Administrative Agent and each of the Lenders); (ii) pay and hold each of the Lenders harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) reimburse each Lender and Agent, and their respective officers, directors, employees, representatives, from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of any investigation, litigation or other proceeding (whether or not any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loans (including other extensions of credit) hereunder

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or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified).

10.6 Amendments, Waivers and Consents.

Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing entered into by, or approved in writing by, the Required Lenders and the Borrower, provided, however, that:

(a) the consent of each Lender affected thereby is required to:

(i) extend the final maturity of any Loan or any Commitment, or any portion thereof, or extend or waive any principal amortization payment of any Loan, or any portion thereof, or waive application of any mandatory prepayment;

(ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any increase in interest rates after the occurrence of an Event of Default or on account of a failure to deliver financial statements on a timely basis) thereon or Fees hereunder;

(iii) reduce or waive the principal amount of any Loan;

(iv) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender);

(v) except as the result of or in connection with a dissolution, merger or disposition of a Subsidiary permitted under Section 7.3, release the Borrower from its obligations under the Credit Documents;

(vi) amend, modify or waive any provision of this Section 10.6 or Sections 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.13, 3.14, 3.15, 3.16, 8.1(a), 10.2, 10.3, 10.5, or 10.9;

(vii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders;

(viii) expand or otherwise add any new currency to the definition of Available Foreign Currency; or

(ix) consent to the assignment or transfer by the Borrower of any of its rights and obligations under (or in respect of) the Credit Documents except as permitted thereby.

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(b) without the consent of the Administrative Agent, no provision of Section 9 may be amended;

Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the United States Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow the Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding.

10.7 Counterparts.

This Credit Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Credit Agreement to produce or account for more than one such counterpart.

10.8 Headings.

The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Credit Agreement.

10.9 Survival.

All indemnities set forth herein, including, without limitation, in Sections 3.10, 3.13, 3.14, 9.7 or 10.5 shall survive the execution and delivery of this Credit Agreement, the making of the Loans, the repayment of the Loans and other obligations under the Credit Documents and the termination of the Commitments hereunder, and all representations and warranties made by the Borrower herein shall survive delivery of the Notes and the making of the Loans hereunder.

10.10 Governing Law; Submission to Jurisdiction; Venue.

(a) THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH CAROLINA. Any legal action or proceeding with respect to this Credit Agreement or any other Credit Document shall be brought in the state or federal courts in the City of Charlotte, State of North Carolina and, by execution and delivery of this Credit Agreement, the Borrower hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of such courts. The Borrower further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at the address set out for notices pursuant to Section 10.1, such service to become effective five (5) days after such mailing. Nothing herein shall affect the right of the Administrative Agent to serve process in any other

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manner permitted by law or to commence legal proceedings or to otherwise proceed against the Borrower in any other jurisdiction.

(b) The Borrower hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Credit Agreement or any other Credit Document brought in the courts referred to in subsection (a) hereof and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

(c) TO THE EXTENT PERMITTED BY LAW, EACH OF THE ADMINISTRATIVE AGENT, THE LENDERS AND THE BORROWER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS CREDIT AGREEMENT, ANY OF THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

10.11 Confidentiality.

Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent requested by any regulatory authority; (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process; (d) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Credit Agreement or the enforcement of rights hereunder; (e) subject to an agreement containing provisions substantially the same as those of this Section 10.11, to (i) any assignee or participant, or any prospective assignee or participant, any of its rights or obligations under this Credit Agreement, subject to the terms of Section 10.3, or (ii) any direct or indirect contractual counterparty or prospective counterparty (or such contractual counterparty’s or prospective counterparty’s professional advisor) to any credit derivative transaction relating to the Loans; (f) with the consent of the Borrower; (g) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section 10.11 or (ii) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Borrower and its Subsidiaries; (h) to the National Association of Insurance Commissioners or any other similar organization or any nationally recognized rating agency that requires access to information about a Lender’s or its Affiliates’ investment portfolio in connection with ratings issued with respect to such Lender or its Affiliates; or (i) credit reporting activities pursuant to credit reporting laws, rules and regulations. For the purposes of this Section, “Information” means all information received from the Borrower or its Subsidiaries relating to the Borrower and its Subsidiaries or their business, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower and its Subsidiaries.

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10.12 Severability.

If any provision of any of the Credit Documents is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.

10.13 Entirety.

This Credit Agreement together with the other Credit Documents represent the entire agreement of the parties hereto and thereto, and supersede all prior agreements and understandings, oral or written, if any, including any commitment letters or correspondence relating to the Credit Documents or the transactions contemplated herein and therein.

10.14 Binding Effect; Termination.

(a) This Credit Agreement shall become effective at such time on or after the Effective Date when it shall have been executed by the Borrower and the Administrative Agent, and the Administrative Agent shall have received copies hereof (telefaxed or otherwise) which, when taken together, bear the signatures of each Lender, and thereafter this Credit Agreement shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent and each Lender and their respective successors and assigns.

(b) The term of this Credit Agreement shall be until no Loans or any other amounts payable hereunder or under any of the other Credit Documents shall remain outstanding and until all of the Commitments hereunder shall have expired or been terminated.

10.15 Judgment Currency.

If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or under any other Credit Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under the other Credit Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Credit Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or such Lender of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such Lender may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or such Lender in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender or the Person to whom such obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent or such Lender in such currency, the

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Administrative Agent or such Lender agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law).

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Credit Agreement to be duly executed and delivered as of the date first above written.

BORROWER:	NUCOR CORPORATION, a Delaware corporation
	By:	/s/  Terry S. Lisenby
	Name:	Terry S. Lisenby
	Title:	Executive VP, CFO and Treasurer

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LENDERS:	WACHOVIA BANK, NATIONAL ASSOCIATION, individually in its capacity as a Lender and in its capacity as Administrative Agent
	By:	/s/  Jason S. Miller
	Name:	Jason S. Miller
	Title:	Vice President

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BANK OF AMERICA, N.A., individually in its capacity as a Lender and in its capacity as Syndication Agent
By:	/s/ Chitt Swamidasan
Name: Title:	Chitt Swamidasan Principal

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BANK ONE, NA, as a Lender
By:	/s/ Louis B. Virgo
Name: Title:	Louis B. Virgo Assistant Vice President

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CIBC, INC., as a Lender
By:	/s/ Lindsay Gordon
Name: Title:	Lindsay Gordon Executive Director CIBC World Markets Corp. As Agent

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THE BANK OF NEW YORK, as a Lender
By:	/s/ David C. Siegel
Name: Title:	David C. Siegel Vice President

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THE NORTHERN TRUST COMPANY, as a Lender
By:	/s/ Stephen Bowman
Name: Title:	Stephen Bowman Senior Vice President

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EX-5.1

EXHIBIT 5.1

Moore & Van Allen PLLC

100 North Tryon Street, 47^th Floor

Charlotte, North Carolina 28202-4003

February 28, 2003

Nucor Corporation

2100 Rexford Road

Charlotte, North Carolina 28211

Ladies and Gentlemen:

We have acted as counsel to Nucor Corporation, a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-4 (Reg. No. 333-101852) (as amended through the date hereof, the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration by the Company of $350,000,000 aggregate principal amount of its 4.875% Notes due 2012 (the “Exchange Notes”). The Exchange Notes are proposed to be issued in accordance with the provisions of the indenture (the “Indenture”), dated as of January 12, 1999, between the Company and The Bank of New York, as Trustee.

In connection with rendering the opinions set forth below, we have examined (a) the Registration Statement, (b) the Prospectus contained therein (the “Prospectus”), (c) the Indenture, which is filed as an exhibit to the Registration Statement, (d) the Second Supplemental Indenture dated as of October 1, 2002 between the Company and the Trustee (the “Supplemental Indenture”), (e) copies of the Certificate of Incorporation and By-laws of the Company, each as amended to date, and (f) resolutions adopted by the Board of Directors of the Company. In addition, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, instruments and corporate records of the Company as we have deemed necessary as a basis for the opinions expressed below, and we have made such other investigation as we have deemed appropriate.

In that examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons executing documents submitted to us, the authenticity of documents submitted to us as originals and the conformity with the original documents of all documents submitted to us as copies. We have relied as to factual matters (without any independent verification) upon representations and warranties of the Company and upon certificates of government officials and of the Company and its officers. We have not undertaken to perform specific due diligence to determine the accuracy of factual matters relating to the opinions set forth below. No inference should be drawn from our representation of the Company that we have independently confirmed the accuracy of such certificates or representations. Nothing has come to our attention, however, to lead us to believe our reliance is not justified. We have further assumed that each party to the documents we have examined or relied on (other than the Company) has the legal capacity or authority and has satisfied all legal requirements that are applicable to that party to the extent necessary to make those documents enforceable against that party. We have not verified any of those assumptions.

We are opining herein as to the effect of the laws of the State of New York (excluding conflict of laws rules) and the General Corporation Law of the State of Delaware. We are not opining on, and we

assume no responsibility for, the applicability to or effect on any of the matters covered herein of any other laws, the laws of any other jurisdiction, or the local laws of any jurisdiction.

Based on the foregoing and subject to the qualifications hereinafter set forth, and having regard to legal considerations we deem relevant, we are of the opinion that the Exchange Notes, when (a) the Company’s outstanding 4.875% Notes due 2012 have been exchanged in the manner described in the Registration Statement, (b) the Exchange Notes have been duly executed, authenticated by the Trustee, issued and delivered in accordance with the Indenture, the Supplemental Indenture and the Exchange and Registration Rights Agreement (as defined in the Prospectus), and (c) applicable provisions of “blue sky” or similar laws of any state or jurisdiction have been complied with, (i) will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, under the laws of the State of New York which are expressed to govern the same, and (ii) will be entitled to the benefits provided by the Indenture.

We express no opinion as to the validity, legally binding effect or enforceability of any related provisions of the Indenture or the Exchange Notes that require or relate to payment of any interest at a rate or in an amount which a court would determine in the circumstances under applicable law to be commercially unreasonable or a penalty or a forfeiture, or to indemnification or contribution. In addition, we express no opinion as to the validity, legally binding effect or enforceability of any waiver of rights and defenses contained in the Indenture.

Our opinion herein on the enforceability of the Company’s obligations under the Exchange Notes is qualified to the extent that: (a) the availability of any specific remedy provided therein and any other equitable remedies, including without limitation specific performance, is subject to the exercise of judicial discretion in accordance with general principles of equity and public policy (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (b) the enforceability of any obligation of the Company may be limited by (1) bankruptcy, rehabilitation, liquidation, conservation, dissolution, insolvency, reorganization, moratorium, fraudulent conveyance, receivership or other similar laws now or hereafter in effect relating to creditors’ rights generally, (2) the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), including without limitation (A) the possible unavailability of specific performance, injunctive relief or any other equitable remedy, and (B) concepts of materiality, reasonableness, good faith and fair dealing, (3) limitations of the waiver of rights under usury laws, and (4) the unenforceability under certain circumstances, as contrary to public policy, under law or court decisions of provisions providing for the indemnification or exculpation of, or contribution to, a party.

This letter and the opinions contained herein are furnished by us as counsel to the Company solely in connection with the registration under the Securities Act by the Company of the Exchange Notes, are solely for your benefit and are not to be furnished to or relied upon in any manner by any other person, firm, or entity or for any other purpose without our prior written consent.

The opinions contained herein are limited to those matters expressly covered by numbered items (i) and (ii) above; no opinion is to be implied in respect of any other matter. The opinions set forth in numbered items (i) and (ii) are as of the date hereof and we disclaim any undertaking to update this letter or otherwise advise you as to any changes of law or fact which may hereafter be brought to our attention occurring subsequent to the date of this letter. We call to your attention that some of the attorneys at our firm own stock in the Company.

We hereby consent to the use of this opinion letter as Exhibit 5.1 to the Registration Statement and reference to us in the Registration Statement under the caption “Legal Matters” in the related prospectus. In giving this consent, we do not admit that we are in the category of persons whose consent is required under

Section 7 of the Act or the rules and regulations of the Commission thereunder.

Yours truly,

MOORE & VAN ALLEN PLLC

/s/ Moore & Van Allen PLLC

EX-12.1

Exhibit 12.1

Ratio of Earnings to Fixed Charges

Nucor Corporation

	Years ended December 31,															Nine months ended September 28, 2002
	1997			1998			1999			2000			2001
	(In thousands, except ratios)
Earnings (1):
Earnings before federal income taxes	$	460,182		$	415,308		$	379,189		$	478,308		$	173,861		$	181,989
Plus: state income taxes (2)		21,056			23,748			13,446			16,910			5,508			(1,827	)
Plus: minority interests (3)		90,517			91,641			85,783			151,461			103,069			66,224
Plus: losses from equity investments		—			—			—			235			740			2,573
Plus: fixed charges (interest expense)		9,282			10,863			20,516			22,449			22,002			14,712
Less: minority interests in subsidiaries that have not incurred fixed charges		(90,517	)		(91,641	)		(85,783	)		(151,461	)		(103,069	)		(66,224	)
	$	490,520		$	449,919		$	413,151		$	517,902		$	202,111		$	197,447
Fixed charges (4):
Interest expense		9,282			10,863			20,516			22,449			22,002			14,712
Ratio of earnings to fixed charges		52.85x			41.42x			20.14x			23.07x			9.19x			13.42x

(1) Earnings consist of earnings before federal income taxes, state income taxes, minority interests, losses from equity investments and fixed charges, less minority interests in pre-tax income of subsidiaries that have not incurred fixed charges.

(2) For purposes of this table, state income taxes include certain state franchise taxes.

(3) For purposes of this table, minority interests reflect the amounts broken out as a separate line item in the Income Statement Data portion of the Selected Historical Consolidated Financial Data set forth in the prospectus.

(4) Fixed charges consist of interest expense.

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration Statement on Amendment No. 1 to Form S-4 of our report dated January 31, 2002 relating to the financial statements, which appears in the 2001 Annual Report to Shareholders, which is incorporated by reference in Nucor Corporation’s Annual Report on Form 10-K for the year ended December 31, 2001. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Charlotte, North Carolina

February 28, 2003

EX-99.1

Exhibit 99.1

LETTER OF TRANSMITTAL

TO EXCHANGE 4.875% NOTES DUE 2012

REGISTERED UNDER THE SECURITIES ACT OF 1933

FOR

ALL OF THE OUTSTANDING UNREGISTERED

4.875% NOTES DUE 2012

OF

NUCOR CORPORATION

Pursuant to the Prospectus

dated                           , 2003

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,

NEW YORK CITY TIME, ON             , 2003 (THE “EXPIRATION DATE”)

UNLESS EXTENDED BY NUCOR CORPORATION.

The Bank of New York,

as Exchange Agent

By Registered or Certified Mail:	By Hand or Overnight Courier:
Corporate Trust Operations	Corporate Trust Operations
Reorganization Unit	Reorganization Unit
101 Barclay Street – 7 East New York, NY 10286	101 Barclay Street – 7 East New York, NY 10286
Attention: Kin Lau	Attention: Kin Lau

By Facsimile:

(212) 298-1915

(For Eligible Institutions Only)

By Telephone:

(212) 815-3750

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN SHALL HAVE THE SAME MEANING GIVEN THEM IN THE PROSPECTUS.

The undersigned acknowledges receipt of the Prospectus dated              , 2003 (the “Prospectus”) of Nucor Corporation, a Delaware corporation (the “Company”), and this Letter of Transmittal (the “Letter of Transmittal”), which together describe the Company’s offer (the “Exchange Offer”) to exchange $1,000 in principal amount of its 4.875% Notes due 2012 that have been registered (referred to herein as the “Registered Notes”) under the Securities Act of 1933, as amended (the “Securities Act”), for each $1,000 in principal amount of outstanding 4.875% Notes due 2012 (the “Old Notes”). The terms of the Registered Notes are substantially identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Old Notes for which they may be exchanged pursuant to the Exchange Offer, except that the Registered Notes generally will not be subject to transfer restrictions (except as provided herein or in the Prospectus) or any covenant regarding registration rights under the Securities Act.

The undersigned has checked the appropriate boxes below and signed this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer.

PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY BEFORE CHECKING ANY BOX BELOW. YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.

List below the Old Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and principal amounts should be listed on a separate signed schedule affixed hereto.

DESCRIPTION OF OLD NOTES

Name(s) and Addresses of Registered Holder(s) (Please fill-in)	Certificate Number(s)*	Aggregate Principal Amount Represented By Old Notes	Principal Amount Tendered**
Total

* Need not be completed by book-entry holders.

** Unless otherwise indicated, the holder will be deemed to have tendered the full aggregate principal amount represented by such Old Notes. See Instruction 2. Old Notes tendered hereby must be in denominations or principal amount at maturity of $1,000 or any integral multiple thereof. See Instruction 1.

2

This Letter of Transmittal is to be used either if certificates representing Old Notes are to be forwarded herewith or, except as set forth below, if delivery of Old Notes is to be made by book-entry transfer to an account maintained by the Exchange Agent at the Depository Trust Company (“DTC” or the “Book-Entry Transfer Facility”), pursuant to the procedures set forth in the Prospectus under the caption “This Exchange Offer—Procedures for Tendering”. Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Exchange Agent.

This Letter of Transmittal must be completed and delivered by a holder of Old Notes if: (i) such holder is not a member of the ATOP system (“ATOP”) of DTC, (ii) such holder is an ATOP member but chooses not to use ATOP or (iii) the Old Notes are to be tendered in accordance with the guaranteed delivery procedures set forth in Instruction 1 to this Letter of Transmittal. Holders whose Old Notes are not immediately available, who cannot deliver their Old Notes and all other documents required hereby to the Exchange Agent on or prior to the Expiration Date, or who cannot complete the procedures for book-entry transfer by the Expiration Date must tender their Old Notes according to the guaranteed delivery procedures set forth in the Prospectus under the caption “This Exchange Offer—Guaranteed Delivery Procedures”.

DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT. NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

¨ CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

Name of Tendering Institution(s)

DTC Account Number

Transaction Code Number

¨ CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name of Registered Holder(s)

Name of Eligible Institution that Guaranteed Delivery

Date of Execution of Notice of Guaranteed Delivery

If Delivered by Book-Entry Transfer

DTC Account Number

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¨ CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OLD NOTES ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET FORTH ABOVE.

¨ CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OLD NOTES FOR ITS OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO:

Name

Address

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If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Registered Notes. If the undersigned is a broker-dealer that will receive Registered Notes for its own account in exchange for Old Notes that were acquired as result of market-making activities or other trading activities (other than Old Notes acquired directly from the Company), it acknowledges that it will deliver a prospectus in connection with any resale of such Registered Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. Any holder who is an “affiliate” of the Company as defined in Rule 405 under the Securities Act or who has an arrangement or understanding with respect to the distribution of the Registered Notes to be acquired pursuant to the Exchange Offer, or any broker-dealer who purchased Old Notes from the Company to resell pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act must comply with the registration and prospectus delivery requirements under the Securities Act.

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NOTE: SIGNATURE MUST BE PROVIDED ON PAGE [      ]

AND ON THE SUBSTITUTE FORM W-9 ON PAGE [      ]

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

1. Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the aggregate principal amount at maturity of Old Notes indicated above. Subject to, and effective upon, the acceptance for exchange of all or any portion of the Old Notes tendered hereby in accordance with the terms and conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Old Notes as are being tendered hereby in exchange for a like aggregate principal amount of Registered Notes, upon the terms and subject to the conditions set forth in the Prospectus, receipt of which is acknowledged, and in this Letter of Transmittal.

The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its agent and attorney-in-fact (with full knowledge that the Exchange Agent is also acting as agent of the Company in connection with the Exchange Offer) with respect to the tendered Old Notes, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), subject only to the right of withdrawal described in the Prospectus, to (i) deliver Old Notes to the Company together with all accompanying evidences of transfer and authenticity to, or upon the order of, the Company, upon receipt by the Exchange Agent, as the undersigned’s agent, of the Registered Notes to be issued in exchange for such Old Notes, (ii) present Old Notes for transfer, and to transfer the Old Notes on the books of the Company, and (iii) receive for the account of the Company all benefits and otherwise exercise all rights of beneficial ownership of such Old Notes, all in accordance with the terms and conditions of the Exchange Offer.

2. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Old Notes tendered hereby and that the Company will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim or proxy when the same are accepted by the Company. The undersigned hereby further represents that any Registered Notes acquired in exchange for Old Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such Registered Notes, whether or not such person is the undersigned, that neither the holder of such Old Notes nor any such other person is engaging in or intends to engage in a distribution of such Registered Notes, and that neither the holder of such Old Notes nor any such other person is an “affiliate,” as defined in Rule 405 under the Securities Act of the Company.

The name(s) and address(es) of the registered holder(s) of the Old Notes tendered hereby should be printed above, if they are not already set forth above, as they appear on the certificates representing such Old Notes. The certificate number(s) and the Old Notes that the undersigned wishes to tender should be indicated in the appropriate boxes above.

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If any tendered Old Notes are not exchanged pursuant to the Exchange Offer for any reason, or if more Old Notes are submitted than are tendered or accepted for exchange, such nonexchanged or nontendered Old Notes will be returned (or, in the case of Old Notes tendered by book-entry transfer, such Old Notes will be credited to an account maintained at DTC), without expense to the tendering holder, promptly following the expiration or termination of the Exchange Offer.

The undersigned understands that tenders of Old Notes pursuant to any one of the procedures described in “This Exchange Offer—Procedures for Tendering” in the Prospectus and in the instructions hereto will, upon the Company’s acceptance for exchange of such tendered Old Notes, constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. The undersigned recognizes that, under certain circumstances set forth in the Prospectus, the Company may not be required to accept for exchange any of the Old Notes tendered hereby. The undersigned has read and agrees to all of the terms of the Exchange Offer.

3. The undersigned also acknowledges that the Exchange Offer is being made in reliance on an interpretation, made to third parties, by the staff of the Securities and Exchange Commission (the “SEC”) that the Registered Notes issued in exchange for the Old Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder that is an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Registered Notes are acquired in the ordinary course of such holders’ business, such holders are not engaging in and do not intend to engage in the distribution of such Registered Notes and such holders have no arrangements with any person to participate in the distribution of such Registered Notes. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Registered Notes. If the undersigned is a broker-dealer that will receive Registered Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of such Registered Notes. However, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The Company has agreed that, subject to the provisions of the Exchange and Registration Rights Agreement, dated as of October 1, 2002, among the Company, Banc of America Securities LLC, Wachovia Securities, Inc., Banc One Capital Markets, Inc., CIBC World Markets Corp. and BNY Capital Markets, Inc. (the “Registration Agreement”) in the form filed as Exhibit 4.3 to the Registration Statement of the Company, Registration No. 333-101852, the Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Registered Notes received in exchange for Old Notes, where such Old Notes were acquired by such broker-dealer for its own account as a result of market-making activities or other trading activities (referred to as a “Participating Broker-Dealer”), for a period ending 180 days after the Expiration Date (subject to extension under certain limited circumstances described in the Prospectus) or, if earlier, when all such Registered Notes have been disposed of by such Participating Broker-Dealer. However, a Participating Broker-Dealer who intends to use the Prospectus in connection with the resale of Registered Notes received in

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exchange for Old Notes pursuant to the Exchange Offer must notify the Company, or cause the Company to be notified, on or prior to the Expiration Date, that it is a Participating Broker-Dealer. Such notice may be given in the space provided herein for that purpose or may be delivered to the Exchange Agent at one of the addresses set forth above for the Exchange Agent. In that regard, each Participating Broker-Dealer, by tendering such Old Notes and executing this Letter of Transmittal, agrees that, upon receipt of notice from the Company of the occurrence of any event or the discovery of any fact which makes any statement contained or incorporated by reference in the Prospectus untrue in any material respect or which causes the Prospectus to omit to state a material fact necessary in order to make the statements contained or incorporated by reference therein, in light of the circumstances under which they were made, not misleading or of the occurrence of certain other events specified in the Registration Agreement, such Participating Broker-Dealer will suspend the sale of Registered Notes pursuant to the Prospectus until the Company has amended or supplemented the Prospectus to correct such misstatement or omission and has furnished copies of the amended or supplemented Prospectus to the Participating Broker-Dealer or the Company has given notice that the sale of the Registered Notes may be resumed, as the case may be. If the Company gives such notice to suspend the sale of the Registered Notes, it shall extend the 180-day period referred to above during which Participating Broker-Dealers are entitled to use the Prospectus in connection with the resale of Registered Notes by the number of days in the period from and including the date of the giving of such notice to and including the date when the Company shall have made available to Participating Broker-Dealers copies of the supplemented or amended Prospectus necessary to resume resales of the Registered Notes or to and including the date on which the Company has given notice that the use of the applicable Prospectus may be resumed, as the case may be.

4. The undersigned may, if, and only if, it (i) will not, under applicable law, receive freely tradeable Registered Notes in the Exchange Offer, (ii) is not eligible to participate in the Exchange Offer, (iii) may not sell the Registered Notes to the public without delivering a prospectus and the Prospectus is not appropriate or available for such resales, or (iv) is a broker/dealer that holds Old Notes that are a part of an unsold allotment from the original sale of the Old Notes, elect to have its Old Notes registered in the shelf registration described in the Registration Agreement. Capitalized terms used in this paragraph 4 and not otherwise defined herein shall have the meanings given to them in the Registration Agreement. Such election may be made by checking the box under “Special Registration Instructions” below. By making such election, the undersigned agrees, as a holder of Old Notes participating in a Shelf Registration, to comply with the Registration Agreement and to indemnify and hold harmless the Company and all other holders of Registrable Securities, from and against any losses, claims, damages or liabilities (or actions in respect thereof) caused by any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement or any preliminary, final or summary prospectus or prospectus forming a part thereof (or any amendment or supplement thereto), or the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the undersigned specifically for inclusion therein. Any such indemnification shall be governed by the terms and subject to the conditions set forth in the Registration Agreement, including, without limitation, the provisions regarding notice, retention of counsel, contribution and payment of expenses set forth therein. The above summary of the indemnification provisions of the Registration Agreement is not intended to be exhaustive and is qualified in its entirety by the Registration Agreement.

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5. The undersigned will, upon request, execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the sale, assignment and transfer of the Old Notes tendered hereby. All authority conferred or agreed to be conferred in this Letter of Transmittal and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in the Prospectus under the caption “This Exchange Offer—Withdrawal of Tenders”. See Instruction 9.

6. Unless otherwise indicated in the box entitled “Special Issuance Instructions” below, please issue the Registered Notes (and, if applicable, substitute Old Notes for any Old Notes not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of Old Notes, please credit the account indicated above maintained at the Book-Entry Transfer Facility. Similarly, unless otherwise indicated under the box entitled “Special Delivery Instructions” below, please send the Registered Notes (and, if applicable, substitute certificates representing Old Notes for any Old Notes not exchanged) to the undersigned at the address shown above in the box entitled “Description of Old Notes”.

Holders of Old Notes whose Old Notes are accepted for exchange will not receive accrued interest on such Old Notes for any period from and after the last interest payment date to which interest has been paid or duly provided for on such Old Notes prior to the original issue date of the Registered Notes or, if no such interest has been paid or duly provided for, will not receive any accrued interest on such Old Notes, and the undersigned waives the right to receive any interest on such Old Notes accrued from and after such interest payment date.

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THE UNDERSIGNED ACKNOWLEDGES THAT THE EXCHANGE OFFER IS SUBJECT TO THE MORE DETAILED TERMS SET FORTH IN THE PROSPECTUS AND, IN CASE OF ANY CONFLICT BETWEEN THE TERMS OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL, THE TERMS OF THE PROSPECTUS SHALL PREVAIL.

THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF OLD NOTES” ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES AS SET FORTH IN SUCH BOX ABOVE.

SPECIAL ISSUANCE INSTRUCTIONS (See Instructions 3 and 4)	SPECIAL DELIVERY INSTRUCTIONS (See Instructions 3 and 4)
To be completed ONLY if certificates for Old Notes not exchanged and/or Registered Notes are to be issued in the name of someone other than the person or persons whose signature(s) appear(s) on this Letter of Transmittal below, or if Old Notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at the Book-Entry Transfer Facility other than the account indicated above.	To be completed ONLY if certificates for Old Notes not exchanged and/or Registered Notes are to be sent to someone other than the person or persons whose signature(s) appear(s) on this Letter of Transmittal below or to such person or persons at an address other than shown in the box entitled “Description of Old Notes” on this Letter of Transmittal above.
Issue Registered Notes and/or Old Notes to:	Mail Registered Notes and/or Old Notes to:

Name(s)		Name(s)
	(Please type or print)		(Please type or print)
	(Please type or print)		(Please type or print)
Address:		Address:
*    (Such person(s) must properly complete a Substitute Form W-9, a Form W-8BEN, a Form W-SECI, or a Form W-8IMY)			*    (Such person(s) must properly complete a Substitute Form W-9, a Form W-8BEN, a Form W-SECI, or a Form W-8IMY)
Credit unchanged Old Notes delivered by book-entry transfer to the Book-Entry Transfer Facility account set forth below.
(Book-Entry Transfer Facility Account Number, if applicable)

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SPECIAL REGISTRATION INSTRUCTIONS

(See Paragraph 4 above)

To be completed ONLY IF (i) the undersigned satisfies the conditions set forth in paragraph 4 above, (ii) the undersigned elects to register its Old Notes in the shelf registration described in the Registration Agreement, and (iii) the undersigned agrees to comply with the Registration Agreement and to indemnify certain entities and individuals as set forth in paragraph 4 above.

¨     By checking this box the undersigned hereby (i) represents that it is entitled to have its Old Notes registered in a shelf registration in accordance with the Registration Agreement, (ii) elects to have its Old Notes registered pursuant to the shelf registration described in the Registration Agreement, and (iii) agrees to comply with the Registration Agreement and to indemnify certain entities and individuals identified in, and to the extent provided in, paragraph 4 above.

IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATES FOR OLD NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL

CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.

PLEASE SIGN HERE

(TO BE COMPLETED BY ALL TENDERING HOLDERS)

(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9)

X			X
			X
	Signature(s) of Owner	Date

Area Code and Telephone Number

If a holder is tendering any Old Notes, this Letter of Transmittal must be signed by the registered holder(s) as the name(s) appear(s) on the certificate(s) for the Old Notes or by any person(s) authorized to become registered holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 3.

Name(s)
Capacity:
Address:
SIGNATURE GUARANTEE (if required by Instruction 3)
Signature(s) Guaranteed by an Eligible Institution:
	(Authorized Signature)
	(Title)

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(Name and Firm)

Dated:                            , 2003

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER TO EXCHANGE

4.875% NOTES DUE 2012, WHICH HAVE BEEN REGISTERED UNDER THE

SECURITIES ACT OF 1993, AS AMENDED, FOR ALL OF THE OUTSTANDING

UNREGISTERED 4.875% NOTES DUE 2012 OF NUCOR CORPORATION

1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND NOTES; GUARANTEED DELIVERY PROCEDURES.

This Letter of Transmittal is to be completed by holders of Old Notes either if certificates are to be forwarded herewith or, except as set forth below, if tenders are to be made pursuant to the procedures for delivery by book entry transfer set forth in the Prospectus under the caption “This Exchange Offer—Procedures for Tendering”. Certificates for all physically tendered Old Notes, or book-entry confirmation, as the case may be, as well as a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof), with any required signature guarantees, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at the address set forth herein on or prior to the Expiration Date, or the tendering holder must comply with the guaranteed delivery procedures set forth below. This Letter of Transmittal must be used in order to tender Old Notes: (i) by all holders who are not ATOP members, (ii) by holders who are ATOP members but choose not to use ATOP or (iii) if the Old Notes are to be tendered in accordance with the guaranteed delivery procedures set forth below. Old Notes tendered hereby must be in denominations or principal amount at maturity of $1,000 or any integral multiple thereof.

Noteholders whose certificates for Old Notes are not immediately available or who cannot deliver their certificates and any other required documents to the Exchange Agent on or prior to the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis, may tender their Old Notes pursuant to the guaranteed delivery procedures set forth in the Prospectus under the caption “This Exchange Offer—Guaranteed Delivery Procedures”. Pursuant to such procedures, (i) such tender must be made through an Eligible Institution (as defined below), (ii) on or prior to 5:00 p.m., New York City time, on the Expiration Date, the Exchange Agent must receive from such Eligible Institution a properly completed and duly executed Notice of Guaranteed Delivery (or a facsimile thereof), substantially in the form provided by the Company (by facsimile transmission, mail or hand delivery), setting forth the name and address of the holder of Old Notes and the principal amount of Old Notes tendered, stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange (“NYSE”) trading days after the Expiration Date, the certificates for all physically tendered Old Notes in proper form for transfer, or a book-entry confirmation, as the case may be, this Letter of Transmittal and any other documents required by this Letter of Transmittal will be deposited by the Eligible Institution with the Exchange Agent, and (iii) the certificates for all physically tendered Old Notes, in proper form for transfer, or book-entry confirmation, as the case may be, this Letter of Transmittal, and all other documents required by this Letter of Transmittal, must be received by the Exchange Agent within three NYSE trading days after the Expiration Date.

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The alternatives as described herein for the method of delivery of this Letter of Transmittal, the book-entry confirmation for the Old Notes and all other required documents is at the election and risk of the tendering holders, but the delivery will be deemed made only when actually received or confirmed by the Exchange Agent. Instead of delivery by mail it is recommended that holders use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date. No Letter of Transmittal or Old Notes should be sent to the Company.

See “The Exchange Offer” section in the Prospectus.

2. PARTIAL TENDERS.

Tenders of Old Notes will be accepted only in the principal amount of $1,000 and integral multiples thereof. If less than all of the Old Notes are to be tendered, the tendering holder(s) should fill in the aggregate principal amount at maturity of Old Notes to be tendered in the box above entitled “Description of Old Notes” under “Principal Amount Tendered”. A reissued certificate representing the balance of nontendered Old Notes of a tendering holder who physically delivered Old Notes will be sent to such tendering holder, unless otherwise provided in the appropriate box on this Letter of Transmittal, promptly after the Expiration Date. All of the Old Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.

3. SIGNATURES ON THIS LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF SIGNATURES.

If this Letter of Transmittal is signed by the registered holder of the Old Notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates without any change whatsoever.

If any tendered Old Notes are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If any tendered Old Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of certificates.

When this Letter of Transmittal is signed by the registered holder or holders of the Old Notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however, the Registered Notes are to be issued, or any untendered Old Notes are to be reissued, to a person other than the registered holder, then endorsements of any certificates transmitted hereby or separate bond powers are required. Signatures on such certificate(s) or bond powers must be guaranteed by an Eligible Institution (as defined below).

If this Letter of Transmittal is signed by a person other than the registered holder or holders of any certificate(s) specified herein, such certificates must be endorsed or accompanied by appropriate bond powers, in either case signed exactly as the name or names of the registered holder or holders appear(s) on the certificate(s) and signatures on such certificates(s) or bond

13

powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal or any certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, proper evidence satisfactory to the Company of their authority to so act must be submitted with this Letter of Transmittal.

Endorsements on certificates for Old Notes or signatures on bond powers required by this Instruction 3 must be guaranteed by an “eligible guarantor” institution within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, including (as such terms are defined therein) (i) a bank; (ii) a broker, dealer, municipal securities broker or dealer or government securities broker or dealer; (iii) a credit union; (iv) a national securities exchange, registered securities association or clearing agency; or (v) a savings association (each an “Eligible Institution” and collectively, “Eligible Institutions”).

Signatures on the Letter of Transmittal need not be guaranteed by an Eligible Institution if (A) the Old Notes are tendered (i) by a registered holder of Old Notes (which term, for purposes of the Exchange Offer, includes any participant in the Book-Entry Transfer Facility system whose name appears on a security position listing as the holder of such Old Notes) who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on this Letter of Transmittal, or (ii) for the account of an Eligible Institution and (B) the box entitled “Special Registration Instructions” on this Letter of Transmittal has not been completed.

4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.

Tendering holders of Old Notes should indicate in the applicable box the name and address to which Registered Notes issued pursuant to the Exchange Offer and/or substitute certificates evidencing Old Notes not exchanged are to be issued or sent, if different from the name or address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated and such person named must properly complete a Substitute Form W-9, a Form W-8BEN, a Form W-8ECI, or a Form W-8IMY. Noteholders tendering Old Notes by book-entry transfer may request that Old Notes not exchanged be credited to such account maintained at the Book-Entry Transfer Facility as such noteholder may designate hereon. If no such instructions are given, such Notes not exchanged will be returned to the name and address of the person signing this Letter of Transmittal.

5. TRANSFER TAXES.

The Company will pay all transfer taxes, if any, applicable to the transfer of Old Notes to it or its order pursuant to the Exchange Offer. If, however, Registered Notes and/or substitute Old Notes not exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the Old Notes tendered hereby, or if tendered Old Notes are registered in the name of any person other than the person signing this Letter of Transmittal, or if a transfer tax is imposed for any reason other than the transfer of Old Notes to the Company or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering

14

holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering holder.

6. WAIVER OF CONDITIONS.

The Company reserves the absolute right to waive satisfaction of any or all conditions enumerated in the Prospectus.

7. NO CONDITIONAL TENDERS.

No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of Old Notes, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Old Notes for exchange.

Although the Company intends to notify holders of defects or irregularities with respect to tenders of Old Notes, neither the Company, the Exchange Agent nor any other person shall incur any liability for failure to give any such notice.

8. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES.

Any holder whose Old Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions.

9. WITHDRAWAL OF TENDERS.

Tenders of Old Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

For a withdrawal of a tender of Old Notes to be effective, a written or facsimile transmission notice of withdrawal must be received by the Exchange Agent at its address set forth above prior to 5:00 p.m., New York City time, on the Expiration Date. Any such notice of withdrawal must (i) specify the name of the person having deposited the Old Notes to be withdrawn (the “Depositor”), (ii) identify the Old Notes to be withdrawn (including the certificate number or numbers and principal amount of such Old Notes), (iii) be signed by the holder in the same manner as the original signature on this Letter of Transmittal by which such Old Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the trustee under the Indenture pursuant to which the Old Notes were issued register the transfer of such Old Notes into the name of the person withdrawing the tender, and (iv) specify the name in which any such Old Notes are to be registered, if different from that of the Depositor. Any Old Notes so properly withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Old Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder as soon as practicable after withdrawal, rejection of tender, or termination of the Exchange Offer. Properly withdrawn Old Notes may be retendered by following the procedures described above at any time on or prior to 5:00 p.m., New York City time, on the Expiration Date.

If certificates for the Old Notes have been delivered or otherwise identified to the

15

Exchange Agent, then prior to the physical release of such certificates for the Old Notes, the tendering holder must submit the serial numbers shown on the particular certificates for the Old Notes to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution, except in the case of Old Notes tendered for the account of an Eligible Institution. If Old Notes have been tendered pursuant to the procedures for book-entry transfer set forth in “This Exchange Offer—Procedures for Tendering”, the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawal of Old Notes, in which case a notice of withdrawal will be effective if delivered to the Exchange Agent by written, telegraphic, telex or facsimile transmission.

All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Old Notes will be determined by the Company in its sole discretion, which determination will be final and binding. The Company reserves the absolute right to reject any and all Old Notes not properly tendered or any Old Notes the Company’s acceptance of which would, in the opinion of counsel for the Company, be unlawful. The Company also reserves the right, subject to applicable law, to waive any defects, irregularities, or conditions of tender as to particular Old Notes. The Company’s interpretation of the terms and conditions of the Exchange Offer (including the instructions of this Letter of Transmittal) will be final and binding on all parties. No tender of Old Notes will be deemed to have been validly made until all irregularities with respect to such tender have been cured or waived. Neither the Company, any affiliates or assigns of the Company, the Exchange Agent, nor any other person shall be under any duty to give notification of any irregularities in tenders or incur any liability for failure to give such notification.

10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.

Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus, this Letter of Transmittal and other related documents may be directed to the Exchange Agent, at the address and telephone number indicated above.

IMPORTANT: THIS LETTER OF TRANSMITTAL OF TRANSMITTAL (OR FACSIMILE THEREOF) AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE.

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IMPORTANT TAX INFORMATION

Each prospective holder of Registered Notes should complete the attached Substitute Form W-9. Under current federal income tax law, a holder of Registered Notes is required to provide the correct taxpayer identification number (“TIN”) on Substitute Form W-9 or otherwise establish a basis for exemption from backup withholding to prevent any backup withholding on any payments received in respect of the Registered Notes. If a holder of Registered Notes is an individual, the TIN is such holder’s social security number. If the correct taxpayer identification number is not provided, a holder of Registered Notes may be subject to a $50 penalty imposed by the Internal Revenue Service.

The box in Part 2 of the Substitute Form W-9 may be checked if the tendering holder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 2 is checked, the holder or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Notwithstanding that the box in Part 2 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the Exchange Agent will withhold 30% of all payments made prior to the time a properly certified TIN is provided to the Exchange Agent. The Exchange Agent will retain such amounts withheld during the 60-day period following the date of the Substitute Form W-9. If the holder furnishes the Exchange Agent with its TIN within 60 days after the date of the Substitute Form W-9, the amounts retained during the 60 day period will be remitted to the holder and no further amounts shall be retained or withheld from payments made to the holder thereafter. If, however, the holder has not provided the Exchange Agent with its TIN within such 60 day period, amounts withheld will be remitted to the IRS as backup withholding. In addition, 30% of all payments made thereafter will be withheld and remitted to the IRS until a correct TIN is provided.

Certain holders of Registered Notes (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. Exempt prospective holders of Registered Notes should indicate their exempt status on Substitute Form W-9. A foreign individual may qualify as an exempt recipient by submitting to the Exchange Agent the appropriate Internal Revenue Service Form W-8 (e.g., W-8BEN, Form W-8ECI or Form W-8IMY), properly completed and signed under penalty of perjury, attesting to the holder’s exempt status. The appropriate W-8 will be provided by the Exchange Agent upon request. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional instructions.

If backup withholding applies, up to 30% of any “reportable payment” made to the holder of Registered Notes or other payee must be withheld. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service, provided the requisite information is supplied.

Purpose of Substitute Form W-9

To prevent backup withholding with respect to any payments received in respect of the Registered Notes, each prospective holder of Registered Notes to be issued pursuant to Special Issuance Instructions should provide the Exchange Agent with either: (i) such prospective

17

holder’s correct TIN by completing the form below, certifying that the TIN provided on Substitute Form W-9 is correct (or that such prospective holder is awaiting a TIN), that such prospective holder is a U.S. person (including a U.S. resident alien), and that (A) such prospective holder has not been notified by the Internal Revenue Service that he or she is subject to backup withholding as a result of a failure to report all interest or dividends or (B) the Internal Revenue Service has notified such prospective holder that he or she is no longer subject to backup withholding; or (ii) an adequate basis for exemption.

What Number to Give the Exchange Agent

The prospective holder of Registered Notes to be issued pursuant to Special Issuance Instructions is required to give the Exchange Agent the TIN (e.g., social security number or employer identification number) of the prospective record owner of the Registered Notes. If the Registered Notes will be held in more than one name or are not held in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidance regarding which number to report.

TO BE COMPLETED BY ALL TENDERING HOLDERS

PAYOR’S NAME: Nucor Corporation

	Part 1—PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW	Social Security Number(s) or Employer Identification Number(s)
SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service	Part 2—Certification—Under penalties of perjury, I certify that: (1) the number shown on this form is my current taxpayer identification number (or I am waiting for a number to be issued to me), (2) I am not subject to backup withholding either because I am exempt from backup withholding, I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified me that I am no longer subject to backup withholding, (3) I am a U.S. person (including a U.S. resident alien), and (4) the information provided on this form is true and correct.
Payor’s Request for Taxpayer Identification Number (TIN)	Certificate Instructions—You must cross out item (2) in Part 2 above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you are subject to backup withholding you receive another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out item (2).	Part 3 ¨    Awaiting TIN

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Signature Date

NOTE: FAILURE BY A PROSPECTIVE HOLDER OF REGISTERED NOTES TO BE ISSUED PURSUANT TO THE SPECIAL ISSUANCE INSTRUCTIONS ABOVE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF UP TO 30% OF ALL PAYMENTS MADE TO YOU IN RESPECT OF THE REGISTERED NOTES DELIVERABLE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATION IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (b) I intend to mail or deliver such an application in the near future. I understand that if I do not provide a taxpayer identification number within sixty (60) days, up to 30% of all reportable payments made to me will be withheld until I provide such a number.

Signature Date

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EX-99.2

Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY

TO EXCHANGE 4.875% NOTES DUE 2012

REGISTERED UNDER THE SECURITIES ACT OF 1933

FOR

ALL OF THE OUTSTANDING UNREGISTERED

4.875% NOTES DUE 2012

OF

NUCOR CORPORATION

This form or one substantially equivalent hereto must be used by registered holders of outstanding 4.875% Notes due 2012 (the “Old Notes”) who wish to tender their Old Notes in exchange for a like principal amount of 4.875% Notes due 2012 that have been registered under the Securities Act of 1933 (the “Registered Notes”) pursuant to the exchange offer described in the Prospectus dated               , 2003 (the “Prospectus”) and the related Letter of Transmittal (the “Letter of Transmittal”) if (i) the holder’s Old Notes are not immediately available, (ii) such holder cannot deliver its Old Notes and Letter of Transmittal (and any other documents required by the Letter of Transmittal) to The Bank of New York (the “Exchange Agent”) prior to 5:00 p.m., New York City time, on               , 2003 (the “Expiration Date”) or (iii) the procedures for book-entry transfer cannot be completed by the Expiration Date. This Notice of Guaranteed Delivery may be delivered by overnight or hand delivery service or sent by facsimile transmission (receipt confirmed by telephone and an original delivered by guaranteed overnight courier) or mail to the Exchange Agent. See “The Exchange Offer—Procedures for Tendering” and “—Guaranteed Delivery Procedures” in the Prospectus. In addition, in order to utilize the guaranteed delivery procedure to tender Old Notes pursuant to the Exchange Offer, a completed, signed and dated Letter of Transmittal and all other documents required by the Letter of Transmittal must be received by the Exchange Agent within three New York Stock Exchange (“NYSE”) trading days after the Expiration Date. Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus.

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                             , 2003, UNLESS EXTENDED BY NUCOR CORPORATION.

The Bank of New York,

as Exchange Agent

By Registered or Certified Mail:	By Hand or Overnight Courier:
Corporate Trust Operations	Corporate Trust Operations
Reorganization Unit	Reorganization Unit
101 Barclay Street – 7 East New York, NY 10286	101 Barclay Street – 7 East New York, NY 10286
Attention: Kin Lau	Attention: Kin Lau

By Facsimile:

(212) 298-1915

(For Eligible Institutions Only)

By Telephone:

(212) 815-3750

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION (AS DEFINED IN THE PROSPECTUS AND THE LETTER OF TRANSMITTAL), SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED ON THE LETTER OF TRANSMITTAL FOR GUARANTEE OF SIGNATURES.

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Exchange Offer set forth in the Prospectus, receipt of which is hereby acknowledged, and of the related Letter of Transmittal, the undersigned hereby tenders to Nucor Corporation (the “Company”) the principal amount of Old Notes indicated below.

DESCRIPTION OF SECURITIES TENDERED
Name of Tendering Holder	Name and Address of Registered Holder as it appears on the Old Notes (Please Print)	Certificate Number(s) for Old Notes Tendered*	Principal Amount of Old Notes Tendered**

PLEASE SIGN HERE
Signature(s) of Owner	Date

* Need not be completed by book-entry holders.

** Unless otherwise indicated, the holder will be deemed to have tendered the full aggregate principal amount represented by such Old Notes. See Instruction 2 of the Letter of Transmittal. Old Notes tendered hereby must be in denominations or principal amount at maturity of $1,000 or any integral multiple thereof. See Instruction 1 of the Letter of Transmittal.

Must be signed by the holder(s) of Old Notes as their name(s) appear(s) on certificates for Old Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below.

Please print name(s) and address(es)

Name(s):

Capacity:

Address(es):

Area Code and

Telephone Number(s):

/ / The Depository Trust Company

(Check if Old Notes will be tendered by book-entry transfer)

Account Number:                                                                                               

THE GUARANTEE ON THE FOLLOWING PAGE MUST BE COMPLETED.

THE FOLLOWING GUARANTEE MUST BE COMPLETED

GUARANTEE OF DELIVERY

(NOT TO BE USED FOR SIGNATURE GUARANTEE)

The undersigned, an “eligible guarantor” institution within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, including (as such terms are defined therein) (i) a bank; (ii) a broker, dealer, municipal securities broker or dealer or government securities broker or dealer; (iii) a credit union; (iv) a national securities exchange, registered securities association or clearing agency; or (v) a savings association, hereby guarantees to deliver to the Exchange Agent at one of its addresses set forth above, the certificates representing the Old Notes (or a confirmation of book-entry transfer of such Old Notes into the Exchange Agent’s account at The Depository Trust Company), together with a properly completed and duly executed Letter of Transmittal, with any required signature guaranteed, and any other documents required by the Letter of Transmittal within three NYSE trading days after the Expiration Date.

The undersigned acknowledges that it must deliver the Letter(s) of Transmittal and the Old Notes tendered hereby to the Exchange Agent within the time period set forth above and that failure to do so could result in a financial loss to the undersigned.

Name of Firm:
		(Authorized signature)
Address:		Title:
		Name:
	(Zip Code)		(Please type or print)
		Date:
Area Code and Telephone Number

NOTE: DO NOT SEND OLD NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. OLD NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

NOTICE TO HOLDERS OF OLD NOTES

1. Delivery of this Notice of Guaranteed Delivery. A properly completed and duly executed copy of this Notice of Guaranteed Delivery and any other documents required by this Notice of Guaranteed Delivery must be received by the Exchange Agent at its address set forth herein prior to the Expiration Date. The method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Exchange Agent is at the election and sole risk of the holder, and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. As an alternative to delivery

by mail, the holder may wish to consider using an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery. For a description of the guaranteed delivery procedures, see Instruction 1 of the Letter of Transmittal.

2. Requests for Assistance or Additional Copies. Questions and requests for assistance or additional copies of the Prospectus may be directed to the Exchange Agent at the address specified above. Holders may also contact their broker, dealer, commercial bank, trust company, or other nominee for assistance concerning the Exchange Offer.