1 EXHIBIT 10.33 AMENDED AND RESTATED INFORMATION SYSTEMS SERVICES AGREEMENT

1
EXHIBIT 10.33

AMENDED AND RESTATED
INFORMATION SYSTEMS SERVICES AGREEMENT

between

ROUGE STEEL COMPANY

and

XXXXX SYSTEMS CORPORATION

April 1, 2000

TABLE OF CONTENTS

Article 1. Agreement and Term
Article 2. Definitions
Article 3. Resources to be Provided by Xxxxx Systems
Article 4. Additional Services
Article 5. Personnel
Article 6. Resources
Article 7. Systems and Related Proprietary Rights
Article 8. RSC Obligations
Article 9. Safeguarding RSC's Data, Confidentiality and Audit Rights
Article 10. Payments to Xxxxx Systems
Article 11. Representations and Warranties
Article 12. Performance Review and Termination
Article 13. Remedies
Article 14. Indemnities
Article 15. Miscellaneous

Schedule D Third Party Service Contracts
Schedule E Systems and Computer Operations Transition Employees
Schedule F Service Levels
Schedule G Monthly Base and Incentive Charges
Schedule J Xxxxx Systems Project Management Methodology
Schedule K Form of Task Order
Schedule R Resource Allocations and Supported Systems
Schedule S Description of Typical Base Support Services

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AMENDED AND RESTATED INFORMATION SYSTEMS SERVICES AGREEMENT

THIS AMENDED AND RESTATED INFORMATION SYSTEMS SERVICES AGREEMENT (this
"Amended Agreement") dated as of April 1, 2000 (the "Amendment Date") is by and
between Rouge Steel Company, a Delaware corporation ("RSC") and Xxxxx Systems
Corporation, a Delaware corporation ("Xxxxx Systems"), and supersedes and
replaces in all respects the Information Systems Services Agreement, dated April
1, 1996 between Rouge Steel Company and Xxxxx Systems Corporation (the "Original
Agreement").

RECITALS

This Amended Agreement is made with reference to the following facts:

A. RSC and Xxxxx Systems entered into the Original Agreement, under
which Xxxxx Systems agreed to provide certain management information and
telecommunications services to RSC.

B. RSC and Xxxxx Systems have undertaken to more properly reflect the
operating requirements and personnel resource levels requested, and the parties
have agreed to amend and restate the Original Agreement on the terms set forth
in this Amended Agreement.

ARTICLE 1. AGREEMENT AND TERM

1.1 Agreement. During the term of this Amended Agreement, Xxxxx Systems shall
supply to RSC, and RSC shall purchase from Xxxxx Systems all of RSC's
requirements for those electronic information systems ("I/S") services and
products described in Articles 3 and 4 and Schedules R and S of this Amended
Agreement. Xxxxx Systems shall be given the first opportunity to provide any
systems development or support effort required by RSC during the term of this
Amended Agreement and under the terms and conditions of this Amended Agreement.
If Xxxxx Systems cannot provide the services requested by RSC and so notifies
RSC within thirty (30) days of receiving a written request for service, then RSC
may seek such services from another supplier, as long as such supplier(s) do not
conflict in any way with Xxxxx Systems' ability to provide services.

1.2 Term. The term of this Amended Agreement shall begin on April 1, 2000 (the
"Amendment Date") and shall expire on March 31, 2006 (the "Initial Term") unless
terminated earlier pursuant to Article 12. Notwithstanding the foregoing, the
term of this Amended Agreement will automatically extend beyond the Initial Term
for additional 12 month terms ("Extension Terms") unless either party provided
the other party with written notice at least twelve months prior to the end of
the Initial Term or the Extension

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Term, as the case may be, that the term of this Amended Agreement will not be
extended. The Initial Term and any Extension Terms will be collectively referred
to herein as the "Term".

ARTICLE 2. DEFINITIONS

The following terms, when capitalized, are defined as follows:

2.1 "Account Manager" shall mean the Xxxxx Systems employee designated by Xxxxx
Systems and agreed to by RSC to serve as RSC's primary point of contact for all
matters pertaining to this Amended Agreement and who has the necessary authority
for executing this Amended Agreement.

2.2 "Additional Service" shall mean any service requested by RSC outside the
scope of Base Services and not covered by the Monthly Base Charge.

2.3 "Affiliate" of a party shall mean any entity controlled by, controlling or
under common control with that party, or other party that RSC and Xxxxx Systems
mutually agree upon in writing.

2.4 "Applicable Specifications" shall mean the functional, performance and
operational characteristics of a Developed System, jointly approved by RSC and
Xxxxx Systems, and described in a document such as a functional specifications
document or a detailed design document.

2.5 "Application System" shall mean a System used for a business application,
such as general ledger.

2.6 "Application Systems Development Projects" shall mean any work performed by
Xxxxx Systems with regard to an Application System, which exceeds Maintenance in
terms of scope or level of effort.

2.7 "Base Services" shall mean those functions required to operate Systems for
RSC and provide I/S services to RSC, as more specifically described in Schedule
R and Schedule S.

2.8 "Data Center" shall mean the information systems facilities located within
the RSC physical plant.

2.9 "Developed Systems" shall mean any custom System specifically requested by
RSC for which Xxxxx Systems is responsible for the development effort, and for
which resources for the development are paid for by RSC through the Monthly Base
Charges, Additional Development Charges, or as an Additional Service.

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2.10 "Employee Plans": (a) Xxxxx Systems Employee Plans shall mean all "employee
benefit plans" as defined in Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), all "multiemployer plans" as defined
in Section 3(37) of ERISA, all specified fringe benefit plans as defined in
Section 6039D of the Internal Revenue Code of 1986, and all other compensation
plans, agreements or policies and any trust, escrow or other funding agreement
related to such plans, which are maintained or contributed to by Xxxxx Systems
or with respect to which Xxxxx Systems has any liability, regardless of whether
funded or not; (b) RSC Employee Plans shall mean all "employee benefit plans" as
defined in Section 3(3) of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), all "multiemployer plans" as defined in Section 3(37) of
ERISA, all specified fringe benefit plans as defined in Section 6039D of the
Internal Revenue Code of 1986, and all other compensation plans, agreements or
policies and any trust, escrow or other funding agreement related to such plans,
which are maintained or contributed to by RSC or with respect to which RSC has
any liability, regardless of whether funded or not.

2.11 "Existing Services" shall mean the Data Center activities, Application
Systems support, Application Systems development, and the maintenance and
updating of hardware, software, and data networks that Xxxxx Systems was
providing to RSC immediately prior to the Amendment Date.

2.12 "Full Time Equivalent" or "FTE" shall mean a person providing services
under this agreement to RSC.

2.13 "Information Systems Assets" shall mean the leasehold improvements, owned
equipment and other property currently owned by RSC and used to provide Existing
Services to RSC.

2.14 "Losses" shall mean all losses, liabilities, damages and claims (including
taxes), and all related costs and expenses (including any and all attorneys'
fees and costs of investigation, litigation, settlement, judgment, interest and
penalties).

2.15 "Maintain" or "Maintenance" shall mean any correction or modification of a
System, which does not materially improve or add functionality or a feature to
the System.

2.16 "Operating Systems Software" shall mean the operating systems software in
place and supported by Xxxxx Systems as part of Existing Services as of the
Amendment Date.

2.17 "Xxxxx Systems Corporation System" or "P.S.C. System" shall mean any System
used to supply services under this Amended Agreement which is designed,
developed, owned or modified by Xxxxx Systems and is not an RSC System or a
Developed System.

2.18 "Xxxxx Systems' Costs" shall mean all direct expenses except reimbursable
expenses related to Section 10.5 of this Amended Agreement.

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2.19 "RSC Resources" shall mean all resources in place on the Amendment Date for
the provision of the Existing Services, including the resources to be made
available to Xxxxx Systems pursuant to Article 5 and Article 6 of this Amended
Agreement.

2.20 "RSC Systems" shall mean the Systems that are being operated by or on
behalf of RSC as part of Existing Services as listed on Schedule R to this
Amended Agreement.

2.21 "Required Consents" shall mean any consents required to be obtained by RSC
for the transfer of the right to use applicable space, equipment, software and
Third-Party Services to Xxxxx Systems, and the assumption of the obligations
related to such resources by Xxxxx Systems, pursuant to Article 5 and Article 6
of this Amended Agreement.

2.22 "Monthly Base Charge" shall mean the fixed monthly charges specified in
Schedule G of this Amended Agreement to be paid to Xxxxx Systems by RSC for the
Base Services.

2.23 "Strategic Technology Enterprise Planning Team" or "STEP Team" shall mean
the RSC senior executives or their designees, the RSC I/S manager, and the
appropriate Xxxxx Systems personnel who shall generally develop, prioritize and
guide the strategic technology initiatives and associated plans of RSC.

2.24 "Systems" shall mean computer programs, the tangible media on which they
are recorded, and their supporting documentation, including input and output
formats, program listings, narrative descriptions and operating instructions.

2.25 "Third Party Services Contracts" shall mean the contracts set forth in
Schedule D to this Amended Agreement, pursuant to which RSC receives services as
of the Amendment Date for use in providing the Existing Services.

2.26 "Third Party System" shall mean any System which (i) is not an RSC System,
a P.S.C. System, or a Developed System and (ii) is acquired from a third party
for operation by Xxxxx Systems on behalf of RSC under this Amended Agreement.

2.27 "Support Services" shall mean the services described in Schedule S.

2.28 "Effective Date" shall mean April 1, 1996.

2.29 Other capitalized terms used in this Amended Agreement are defined in the
context in which they are used and shall have the meanings indicated by such
use.

ARTICLE 3. RESOURCES TO BE PROVIDED BY XXXXX SYSTEMS

3.1 Xxxxx Systems Resources. During the term of this Amended Agreement, Xxxxx
Systems shall provide to RSC the resources specified in Schedule R (the
"Resources") to perform the Support Services defined in Schedule S to the extent
the Resources reasonably have time to perform the Support Services. The
Resources will be allocated in accordance with the provisions of Schedule X.
Xxxxx Systems will not be deemed to have violated its obligations to provide the
Resources in Schedule R in the event such Resources are not available as a
result of (i) taking sick days, vacation days, disability leave or other leave
generally available to other Xxxxx Systems resources, or (ii) attending
reasonably scheduled training sessions or seminars provided by Xxxxx Systems or
a third party to such Resources. In the event that any of the Resources employed
by Xxxxx Systems are (i) terminated or (ii) in the event of the death of any of
the Resources or (iii) the Resources are not available as a result of qualifying
for long term disability under Xxxxx Systems' long term disability plan, then
Xxxxx Systems will not be deemed to

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have violated its obligations to provide the Resources, provided that Xxxxx
Systems uses commercially reasonable efforts to provide substitute Resources.
RSC agrees that, during the Term, it will not use any third party to provide any
of the Support Services provided by the resources in Schedule R other than in an
interim capacity in situations where Xxxxx Systems is unable to provide
replacement Resources in a reasonable and timely manner. When Xxxxx Systems is
able to provide such replacement Resources, RSC agrees to use commercially
reasonable efforts to discontinue the use of third party resources.

3.2 Additional Application Systems Development. During the Term, Xxxxx Systems
will provide to RSC Additional Application Systems Development resources as
follows:

a. During the initial term and the transition period of the Original
Agreement, Xxxxx Systems provided an additional nine-hundred sixty
(960) FTE-months of Application Systems Development work. As of the
Amendment Date Xxxxx Systems has provided and RSC has consumed an
estimated 820 FTE-months. Xxxxx Systems will provide RSC the balance of
the original 960 FTE-months for RSC for the charges specified in
Section 10.3.a ("Additional Applications Systems Development") through
the term of this Amended Agreement.

b. In addition, Xxxxx Systems will provide RSC a pool of eight-hundred
twenty (820) FTE-months during the term of the Amended Agreement after
the balance of the original nine-hundred sixty (960) FTE-months is
fully consumed. RSC will pay Xxxxx Systems for FTE-months used out of
this 820 FTE-month pool in accordance with the terms described in
Section 10.3.b. The FTE-month rate will be $12,250 at the beginning of
the Amended Agreement. On the second anniversary of the Amendment Date
and for each anniversary of the Amendment Date thereafter, the
FTE-month rate will be adjusted by applying the average of the salary
indices described in Schedule G. The then current FTE-month rate will
be increased by the average of the salary indices to derive the new
rate. Xxxxx Systems will notify RSC in writing of the new rate and the
average of the salary indices used to determine the new rate. If, at
the expiration of this Amended Agreement, RSC has consumed less than
the 820 FTE-months, RSC will pay Xxxxx Systems a fee of three thousand
dollars ($3000) for each FTE-month which was not utilized or for which
RSC did not pay Xxxxx Systems in accordance with Section 10.3.b. For
expenditures up to 3 FTE-months out of the subject 820 FTE-month pool,
the written authorization of the RSC Project Manager, as defined in
Section 8 of this Amended Agreement, will be sufficient to initiate
work and authorize payment to Xxxxx Systems.

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c. Notwithstanding the foregoing, upon a 66% majority vote of the STEP
Team, RSC will have the ability to competitively bid Application
Systems Development Projects greater than 10 FTE-months in effort. If
the price quote provided to RSC by a third party for the same scope of
work quoted by Xxxxx Systems, is less than the Xxxxx Systems quotation,
Xxxxx Systems will be given the opportunity to match the quotation of
the third party. Xxxxx Systems assumes no responsibility for work
provided by third parties as to content of the work or the ability to
function or interface with other RSC systems. All ongoing support costs
for work provided by third parties under this provision are beyond the
scope of this Amended Agreement and are subject to negotiation between
the parties. RSC agrees to review staff allocation and the scope of
support services with Xxxxx Systems as appropriate, for Applications
Systems Development work provided by third parties. For third party
quotations where Xxxxx Systems can demonstrate a material difference in
the scope of services or in the cost of ongoing support related to the
services proposed by a third party versus the Xxxxx Systems quote, RSC
agrees to reject the third party quotation.

3.3 Change Control and Systems Development Process. All changes to existing
Application Systems or approved Application Systems requirements or design
documents will be controlled by Rouge Steel's Systems' Change Control Procedure
#PT-I-5-03-02. All Application Systems Development Projects shall be subject to
Xxxxx Systems' Program Management Methodology version 99.4 described in Schedule
J (as modified by Xxxxx Systems from time to time). Further, the parties agree
that Application Systems Development projects shall conform to the following
terms:

a. Upon approval by RSC, Xxxxx Systems shall execute the analysis phase
of the project according to the Xxxxx Systems Project Management
Methodology and, upon completion, shall provide an estimate for the
total project cost which shall include Xxxxx Systems' total efforts, in
FTE-months, for all phases of the project ("the Final Estimate").

x. Xxxxx Systems shall regularly report the status of Application
Systems Development Projects to RSC.

c. In the event that the Xxxxx Systems' FTE-months required to complete
a particular project exceed the Final Estimate by more than ten
percent, such excess will not be chargeable to RSC by Xxxxx Systems. If
the Xxxxx Systems' FTE-months required to complete the project are less
than the Final Estimate, Xxxxx Systems shall be entitled to charge RSC
the actual FTE-months plus ten percent (10%) of the Final Estimate, the
total of which shall not exceed the Final Estimate.

d. Should RSC not approve the Final Estimate after the analysis phase
or cancel or indefinitely postpone the project for any reason, the
actual FTE-months spent by Xxxxx Systems shall be chargeable to RSC,
not to exceed the analysis phase

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estimate plus the actual FTE-Months spent for the design and
development phases to the point the project was canceled or postponed,
and all work completed to that point shall be provided to RSC.

e. All development projects, including the tools, techniques and
standards for development; and the hardware, software and
communications necessary for operation, shall be evaluated by RSC and
Xxxxx Systems against the RSC technology strategy and plan. Any project
that deviates from the technology strategy and plan must have such
deviation documented prior to commencing development and each such
project must be approved by RSC.

f. Should Xxxxx Systems provide any Third Party Systems in which Xxxxx
Systems has a relationship whereby it receives royalties or other forms
of compensation, then Xxxxx Systems shall notify RSC of those
relationships prior to RSC issuing financial approvals for projects
intended to use such Third Party Systems.

The process set forth in this Section 3.3 shall apply to Application Systems
Development Projects included in Xxxxx Systems Resources under Section 3.1 as
well as those provided as Additional Application Development under Section 3.2
or as an Additional Service under Section 4.2.

3.4 Service Levels. Xxxxx Systems shall provide the services identified in
Schedule S to achieve the incentives related to the service levels defined in
Schedule F (the "Service Levels"). The Service Levels will be reviewed and
adjusted annually by mutual agreement to support RSC's requirements. If Xxxxx
Systems exceeds the performance related Service Levels during the term of this
Amended Agreement, Xxxxx Systems will be eligible to receive performance
incentive payments in accordance with Schedule G (Monthly Base and Incentive
Charges). Xxxxx Systems shall collect and report Service Level information to
RSC, as required, to assess Xxxxx Systems' performance of the Service Levels as
set forth in Schedule F.

ARTICLE 4. ADDITIONAL SERVICES

4.1 New RSC Affiliates. At RSC's request and with agreement of the parties,
Xxxxx Systems will provide all of its requirements for Systems Operations and
Application Systems services expeditiously as feasible as follows: Xxxxx Systems
will perform any Systems Operations Services, Applications Systems Support, and
Application Systems Development as specified in Schedule S. Such additional
services shall be treated as a change in scope in accordance with Schedule R.

4.2 Additional Services. At RSC's request and with agreement of the parties,
Xxxxx Systems shall perform Additional Services as follows:

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x. Xxxxx Systems will advise RSC that a requested service is an
Additional Service and whether Xxxxx Systems is capable of providing
the Additional Service. If Xxxxx Systems can perform the Additional
Service, it shall provide RSC with a description of the work to be
performed by each party, the parties' responsibilities with respect to
that work, a schedule and Xxxxx Systems' charges for that work. Upon
receiving (i) RSC's approval of the authorization to proceed and
agreement to pay Xxxxx Systems' charges, and (ii) Applicable
Specifications, where appropriate, the parties shall execute a written
task order amendment to this Amended Agreement in substantially the
same form contained in Schedule K. The task order shall contain any
special terms and conditions applicable to such Additional Services,
and Xxxxx Systems will begin performing the Additional Services.

b. For Application Systems Development Projects which are provided as
Additional Services, Xxxxx Systems and RSC shall use the Change Control
and the Application Systems Development processes in accordance with
Section 3.3 of this Amended Agreement.

c. For Additional Services which are not Application Systems
Development Projects, the following shall apply: (1) Xxxxx Systems may
bid such Additional Service at a fixed price, and RSC shall not be
responsible for any additional payments on such fixed bids unless
approved in writing; provided this provision does not apply to
additional costs resulting from RSC's failure to perform its
obligations and responsibilities for such work, or (2) Xxxxx Systems
may bid such Additional Service on a time and materials basis.

4.3 Intentionally Left Blank

4.4 Procurement Services. Xxxxx Systems shall, at RSC's request, use its best
commercial efforts to procure equipment, software and other products or services
on RSC's behalf at the discounted prices available to Xxxxx Systems. All
requests for Xxxxx Systems procurement services will be pre-approved by RSC. RSC
will pay Xxxxx Systems its actual invoice cost, applicable sales or other taxes,
and a procurement fee of five (5) percent of the actual invoice cost, exclusive
only of sales or other tax. RSC will assume full ownership of procured items
upon payment to Xxxxx Systems.

ARTICLE 5. PERSONNEL

5.1 Xxxxx Systems Employment. RSC employees listed on Schedule E who accepted
the Xxxxx Systems employment offer and commenced employment with Xxxxx Systems
prior to the Original Agreement Effective Date ("Schedule E Employee(s)"), are
subject to Xxxxx Systems employment policies. Xxxxx Systems shall credit
Schedule E Employees with their continuous RSC years of service (including
uninterrupted prior service with Ford Motor

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Company) for the sole purpose of determining eligibility, vesting and benefit
levels in Xxxxx Systems Employee Plans and programs.

5.2 Vacations. Schedule E Employees will be eligible for paid vacations in
accordance with the Xxxxx Systems policy. Schedule E Employees with 20 or more
years of RSC continuous service on or before December 31, 1995 shall continue to
be eligible for five (5) weeks of annual vacation time off with Xxxxx Systems.

5.3 Xxxxx Systems Corporation Retirement Savings Plan and Trust (the "Xxxxx
401(k) Plan")

Annual Supplemental Contribution - Subject to compliance with all
applicable laws, for each plan year from, and including, 1996 to 2005,
Xxxxx Systems shall take any and all action necessary to contribute to
the Xxxxx Systems 401(k) Plan individual account of each Schedule E
Employee employed by Xxxxx Systems on the last day of such plan year, a
fully vested profit sharing contribution. Such contribution will equal
six percent (6%) of each Schedule E Employee's annual base salary as of
April 1, 1996 and will be in addition to other contributions provided
for in the Xxxxx 401(k) Plan, and will be made by Xxxxx Systems on or
before March 1 of the following plan year; provided, if a Schedule E
Employee is a highly compensated employee as defined in the Xxxxx
401(k) Plan, and must be excluded from allocation of such contribution
for the plan year in order for the Xxxxx 401(k) Plan to meet the
requirements of Section 410(b) of the Code, Xxxxx Systems shall not
make a supplemental contribution to the Xxxxx 401(k) Plan account of
such highly compensated Schedule E Employee for that plan year.
Instead, such highly compensated employee who has not terminated
employment with Xxxxx Systems by the end of such year shall receive a
lump sum payment equal to the sum of (i) such aforementioned
supplemental contribution, plus (ii) 35% of such amount. If the
above-described contribution to the Xxxxx 401(k) Plan cannot be made to
a non-highly compensated employee who has not terminated employment
with Xxxxx Systems by the end of such year, in Xxxxx Systems' judgment
under applicable law after consultation with RSC, the employee shall
receive a lump sum payment equal to the sum of (i) such aforementioned
supplemental contribution, plus (ii) 35% of such amount, subject to
applicable law.

5.4 Separation Payments. If Xxxxx Systems should, prior to February 28, 2001,
"terminate the employment" (as defined below) of any Schedule E Employee, for
any reason other than good cause (as determined in Xxxxx Systems' sole
discretion), Xxxxx Systems shall pay to such employee "Severance Pay" as set
forth in subparagraph b below:

a. A "termination of employment" shall occur only in the event the employee
is finally and administratively discharged from employment with Xxxxx
Systems exclusively at the prerogative of Xxxxx Systems. The following
events, which are listed for purposes of example only and are not intended
to be all inclusive, shall not constitute a "termination of employment" as
that term is defined herein: (i) the resignation of an employee, including,
but not limited to, claims of constructive discharge; (ii) the death of an

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employee; (iii) the disability of an employee, to the extent the employee
cannot perform the essential functions of his or her position, with or
without reasonable accommodation; and/or (iv) the temporary lay-off of an
employee for a period of three (3) months or less.

b. For those employees entitled to "Severance Pay", such pay shall be paid
either on a monthly basis or in a lump sum amount, in Xxxxx Systems' sole
discretion, in an amount calculated as set forth in the "Severance Pay
Table" below. The term "Months of Base Salary" as used in this table shall
mean the highest monthly salary (inclusive of any employee directed Xxxxx
401(K) Plan contributions) received during the twelve (12) months preceding
termination, but exclusive of any overtime, shift premium, bonus, or any
other form of compensation or fringe benefits.

SEVERANCE PAY TABLE

Full Years Equivalent
of Service (incl. Months of Months of Months of
Rouge Steel Base Salary Base Salary Base Salary
and Ford Years) 100% 50% Payable
--------------- ----------- ----------- ------------

1 2 1 2.5
2 2 2 3.0
3 2 3 3.5
4 2 4 4.0
5 2 5 4.5
6 2 6 5.0
7 2 7 5.5
8 2 8 6.0
9 2 9 6.5
10 or more 2 20 12.0

5.6. Key Employees. Appropriate staffing to provide the Services under this
Amended Agreement is the responsibility of Xxxxx Systems. Nevertheless, during
the term of this Amended Agreement, Xxxxx Systems will make every attempt to
balance Rouge Steel's requirements with Xxxxx Systems' and employees' career
development needs. As part of this effort, Xxxxx Systems will make reasonable
efforts to avoid transferring key Xxxxx Systems employees assigned to perform
services under this Amended Agreement to perform services elsewhere, taking into
account the employee's career development needs. The term key employees is
without reference to whether a Xxxxx Systems employee was formerly a RSC
employee, and former RSC employees are not necessarily key employees. Xxxxx
Systems will notify RSC whenever an employee, assigned to the RSC account, is to
be transferred. If RSC reasonably determines that (i) the employee will be
performing services for a direct competitor of RSC that are substantially
similar to those services the employee performed for RSC within the previous
year, (ii) the employee has specific knowledge or skills critical to the success
of a deliverable due within the next six months, (iii) the employee is critical
to a strategic initiative as agreed to by the RSC Project Manager and the

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Account Manager, (iv) the employee has unique knowledge of a particular system
not shared by other Xxxxx Systems associates, then RSC may disapprove the
transfer. RSC will have ten days following its receipt of such notification to
notify Xxxxx Systems of its disapproval. If RSC does not notify Xxxxx Systems
within such ten-day period, RSC will be deemed to have approved such transfer.
In cases where Rouge Steel objects to the proposed transfer, Xxxxx Systems and
RSC will make every effort to adopt a reasonable solution that equitably
balances Rouge Steel's and Xxxxx Systems' needs.

5.7. Cooperation. Subject to compliance with all applicable laws, Xxxxx Systems
shall provide to RSC, upon written request by RSC, with information necessary
for RSC to determine Schedule E Employee benefits pursuant to any RSC Employee
Plan. Subject to compliance with all applicable laws, RSC shall provide to Xxxxx
Systems, upon written request by Xxxxx Systems, with information necessary for
Xxxxx Systems to determine Schedule E Employee benefits pursuant to any Xxxxx
Systems Employee Plan.

5.8. Hiring of employees. Except as provided in Sections 5.1 and 12.7 of this
Amended Agreement, RSC and Xxxxx Systems each agree that during the term of this
Amended Agreement and for one year thereafter, neither party nor any of its
Affiliates shall, except with the prior written consent of the other party,
which consent may be withheld in the other party's sole discretion, offer
employment to or employ any person employed then or within the preceding twelve
(12) months by the other or any Affiliate of the other.

5.9. Management of Employees. The Account Manager shall be responsible for the
management and assignment of all Xxxxx Systems employees providing services to
RSC. Any matters pertaining to the assignment of Xxxxx Systems' employees shall
be discussed by the Account Manager and RSC's Project Manager, and resolved by
the Account Manager. As part of its employment policies, Xxxxx Systems provides
time off for its employees for vacations, maternity leaves, sicknesses,
training, military leave, jury duty and other personnel-related reasons. Such
absences for Xxxxx Systems employees assigned to provide Base Services or to
provide Additional Application Systems Development to RSC under this Amended
Agreement or the assignment of additional personnel in their absence will not
affect the Monthly Base Charges or the Additional Development Charges. For Xxxxx
Systems employees not assigned to RSC who may, from time to time, provide
Additional Application Systems Development, Xxxxx Systems shall charge one
FTE-Month or its equivalent for each one-hundred, sixty (160) hours work.

5.10. Liability. Xxxxx Systems shall have no financial responsibility and no
liability whatsoever with respect to Schedule E Employees for any period prior
to the Effective Date, except as provided in Section 5.3 of this Amended
Agreement. Subject to RSC's obligations to Xxxxx Systems under Sections 10.5 and
14.1 of this Amended Agreement, RSC shall have no financial responsibility and
no liability whatsoever with respect to Schedule E Employees for any period on
or after the Effective Date; provided however, that RSC shall retain all
responsibility and liability for compliance with the requirements of Section
4980B of the Internal Revenue Code of 1986, as amended ("Code") (Cobra) through
the Effective Date.

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ARTICLE 6. RESOURCES

6.1 Overview. During the Term of this Amended Agreement, Xxxxx Systems will
assume as specified in this Article 6 responsibility for managing,
administering, operating and maintaining the RSC Resources as set forth below.

6.2 Vendor Third Party Services. During the term of this Amended Agreement, RSC
will provide to Xxxxx Systems access to and use of all of the third party
services governed by the Vendor Third Party Services Contracts listed under
Section A on Schedule D. RSC shall have the responsibility for the payment of
all amounts under such Vendor Third Party Services Contracts for as long as such
Third Party Services Contracts are provided to Xxxxx Systems in accordance with
this Article 6. RSC agrees to obtain the Required Consents necessary for Xxxxx
Systems to use such Third Party Services Contracts.

6.3 Management of the RSC Resources. Xxxxx Systems shall be responsible for the
management of the Third Party Services described in Section 6.2 of this Amended
Agreement for as long as such RSC Resources are provided to Xxxxx Systems in
accordance with this Article 6. To the extent permitted by the applicable
agreements governing such RSC Resources, RSC hereby appoints Xxxxx Systems as
its sole agent for all matters pertaining to such RSC Resources and agrees to
promptly notify all appropriate third parties of such appointment as requested
by Xxxxx Systems. RSC shall take no action affecting such RSC Resources without
the prior written consent of Xxxxx Systems.

6.4 Failure to Obtain Required Consents or to Provide Resources. In the event
that any Required Consent is not obtained with respect to any of the RSC
Resources, then, unless and until such Required Consent is obtained, any
agreement governing any affected Contractor Third Party Services Contracts shall
not be deemed assigned to Xxxxx Systems, and the parties shall cooperate with
each other in achieving a reasonable alternative arrangement. If RSC fails to
provide to Xxxxx Systems any RSC Resources required to be provided pursuant to
Article 5 or Article 6 of this Amended Agreement, then Xxxxx Systems shall be
excused from performing the Services if and to the extent such nonperformance
results from such failure to provide resources, and Xxxxx Systems'
nonperformance will not be deemed to be a breach of this Amended Agreement or
grounds for termination of this Amended Agreement by RSC. RSC and Xxxxx Systems
shall use their best commercial efforts, however, to correct the nonperformance
at RSC's expense.

ARTICLE 7. SYSTEMS AND RELATED PROPRIETARY RIGHTS

7.1 RSC Systems. RSC grants to Xxxxx Systems, at no charge to Xxxxx Systems, (i)
the unrestricted, exclusive right to use the RSC Systems to provide the Services
to RSC as contemplated by this Amended Agreement, (ii) the nonexclusive right to
market and to

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use each RSC System not owned by RSC to provide services to other Xxxxx Systems'
customers, to the extent such use is permitted by RSC's license agreement with
the third party vendor for each such, and (iii) the nonexclusive right to market
and to use each RSC System owned by RSC to provide services to other Xxxxx
Systems' customers subject to (1) RSC's approval at its sole discretion, and (2)
the payment by Xxxxx Systems of a reasonable royalty rate to be agreed upon by
the parties. The nonexclusive right specified in subsection (iii) above and
Xxxxx Systems' obligation to pay royalties shall survive the termination or
expiration of this Amended Agreement. RSC shall be responsible for obtaining any
Required Consents from third parties necessary for Xxxxx Systems to operate any
RSC Systems to provide Services to RSC as contemplated by this Amended
Agreement. If the Required Consents cannot be obtained for Xxxxx Systems to
operate the RSC System to provide Services to RSC, then Xxxxx Systems and RSC
will work together to achieve an alternate solution pursuant to Section 6.4 of
this Amended Agreement. In the event it is necessary to acquire and implement
any substitute System(s), the costs of such System(s) will be handled in
accordance with the Change Control Process established in Section 3.3 of this
Amended Agreement. Upon termination or expiration of this Amended Agreement,
Xxxxx Systems shall deliver to RSC, at no extra cost, source code (and related
documentation) for each RSC System owned by RSC which Xxxxx Systems is using at
that time to provide the Services to RSC.

7.2 Third Party Systems. RSC shall, at its cost, obtain for Xxxxx Systems (i)
the right to use the Third Party Systems included in Schedule R to this Amended
Agreement to provide the Services to RSC as contemplated by this Amended
Agreement and (ii) the non-exclusive right to market and use such Systems to
provide Services to other Xxxxx Systems' customers to the extent such use is
permitted by RSC's license agreement with the third party vendor. If the
Required Consents cannot be obtained for Xxxxx Systems to operate such Third
Party Systems to provide Services to RSC, then Xxxxx Systems and RSC will work
together to achieve an alternate solution pursuant to Section 6.4 of this
Amended Agreement. In the event it is necessary to acquire and implement any
substitute Third Party Systems(s), the costs of such System(s) shall be handled
in accordance with the change Control Process established in Section 3.3 of this
Amended Agreement.

7.3 Developed Systems. With respect to each Developed System, RSC and Xxxxx
Systems shall mutually agree upon the specifications for the Developed System
and acceptance criteria. Xxxxx Systems shall deliver the Developed System in
both object code and source code format in the manner designated by RSC. RSC
shall own the Developed Systems, including all rights in any U.S. patent,
copyright, or other intellectual property right or interest, and Xxxxx Systems
assigns all of its rights in the Developed Systems to RSC. Xxxxx Systems agrees
to provide any assignments or other documents reasonably requested by RSC with
respect to the rights assigned under this Amended Agreement. However, RSC grants
to Xxxxx Systems, at no charge to Xxxxx Systems, (i) the unrestricted, exclusive
right to use the Developed Systems to provide the Services to RSC as
contemplated by this Amended Agreement, and (ii) the nonexclusive right to
market and to use each Developed System owned by RSC to provide services to
other Xxxxx Systems' customers, subject to (1) RSC's approval at its sole
discretion, and

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(2) the payment by Xxxxx Systems of a reasonable royalty rate to be agreed upon
by the parties. The nonexclusive right specified in subsection (ii) above shall
survive the termination or expiration of this Amended Agreement.

7.4 P.S.C. Systems. P.S.C. Systems are and shall remain Xxxxx Systems' property,
and RSC shall have no rights or interests to them except as described in this
Amended Agreement. Upon expiration or termination of this Amended Agreement,
Xxxxx Systems shall grant to RSC a perpetual, non-transferable, nonexclusive
license to use the application software programs (including all related
documentation) of any P.S.C. Systems then being used by Xxxxx Systems in
providing Services to RSC (the "Licensed Programs"), if RSC requests such a
license in writing prior to the expiration of this Amended Agreement. This
license grant is contingent upon RSC and Xxxxx Systems entering into a license
agreement, in form and substance reasonably satisfactory to Xxxxx Systems and
RSC, containing such terms and conditions as may be appropriate to protect the
business interests and proprietary rights of Xxxxx Systems, including, but not
limited to the following:

a. The Licensed Programs shall be operated, directly or indirectly,
only (i) by bona fide employees of RSC, and (ii) on equipment that is
under the control of RSC, unless other arrangements are necessary due
to natural disaster or similar emergency.

b. The Licensed Programs shall be used only to process the work of RSC
and its Affiliates and not to provide services to any others.

c. RSC shall keep the Licensed Programs confidential and shall not at
any time allow the Licensed Programs, any of their components or any
modifications to them, to be disclosed to third parties, sold,
assigned, leased or commercially exploited or marketed in any way, with
or without charge, by RSC or its employees or agents. Except to the
extent required for normal operation of the Licensed Programs as
permitted by this Section 7.4, RSC shall not permit the Licensed
Programs to be copied or reproduced, in whole or in part, by any person
or entity at any time.

d. RSC agrees that the Licensed Programs are the valuable property of
Xxxxx Systems, that violation in any material respect of any provision
of the arrangement referred to in this Section 7.4 would cause Xxxxx
Systems irreparable injury for which it would have no adequate remedy
at law, and that Xxxxx Systems shall be entitled to preliminary and
other injunctive relief against any such violation without the need to
post a bond or make a showing of irreparable harm. Such injunctive
relief shall be in addition to, and in no way in limitation of, any
other remedies or rights which Xxxxx Systems may have at law, in equity
or otherwise.

e. In the event Xxxxx Systems ceases providing maintenance and support
services for such P.S.C. Systems, RSC shall be entitled to receive the
source

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code for the P.S.C. Systems to use solely for the purposes of providing
maintenance and support for RSC's internal use of the P.S.C. in
accordance with the provisions of license agreement.

f. RSC shall pay a reasonable license fee.

ARTICLE 8. RSC OBLIGATIONS

8.1 RSC Obligations. RSC will, on a timely basis:

a. Establish I/S priorities for RSC on an on-going basis, as agreed
upon by the STEP Team (or a comparable executive team), including
providing the business plan objectives and requirements of RSC to the
Xxxxx Systems' Account Manager. The STEP Team will consist of not less
than six (6) RSC executives each of whom represent the primary
functional areas of RSC's business. Each member of the STEP Team will
have equal voting authority in all matters requiring a vote to
determine the course of action.

b. Supply to Xxxxx Systems for processing, as required by Xxxxx
Systems, complete and accurate source data and machine-readable data
with applicable control totals, in the form reasonably required by
Xxxxx Systems for other Systems.

c. Review all reports prepared by Xxxxx Systems and reject all
incorrect or incomplete reports within ten (10) business days after
receipt for daily and weekly reports and within ten (10) business days
after receipt for monthly or other reports. Failure to reject a report
within the specified time shall constitute acceptance of it. Should
notification be made to Xxxxx Systems after the specified times and
additional work be required by Xxxxx Systems, such work may be executed
as an Additional Service or as part of Base Services as prioritized and
directed by RSC's Project Manager.

d. Maintain procedures manuals provided to RSC by Xxxxx Systems by
distributing and inserting updates provided by Xxxxx Systems.

e. Train personnel of RSC to prepare input for and to effectively use
output from the Systems operated by Xxxxx Systems under this Amended
Agreement.

f. Provide the necessary transportation for the physical delivery of
data and other input to, and for distribution of reports and other
output from, the Data Center.

g. Approve all Systems requirements and specifications for Systems
Changes and development services at each stage of the Systems
development life cycle. RSC shall have full responsibility and
liability for any incorrect, incomplete or

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omitted requirements and specifications, and any changes or additions
to approved requirements or specifications shall be at RSC's expense.

h. Prepare and input test data for and conduct acceptance testing of
Developed Systems according to the acceptance test plan as mutually
agreed upon by the parties.

i. Cooperate with Xxxxx Systems generally, and in particular make
available, as reasonably requested by Xxxxx Systems, management
decisions, direct access to RSC personnel, information, approvals, and
acceptances in order that the work of Xxxxx Systems may be properly
accomplished.

j. Cooperate with Xxxxx Systems in establishing mutually acceptable
procedures and timing for the processing of non-scheduled, special
request, or other user-initiated services and change control
activities, and modifying those procedures as reasonably requested from
time to time.

k. Designate a senior manager of RSC to serve as Xxxxx Systems' primary
point of contact for all matters relating to Xxxxx Systems' performance
of the Services, including the approval of scheduled service outages,
coordination of requests, authorization of non-scheduled modifications
to user tables, coordination of Change activities, and notification to
Xxxxx Systems of anticipated or actual problems relating to RSC's
requirements for, or Xxxxx Systems' performance of, the Services (the
"Project Manager").

l. Provide Xxxxx Systems with reasonable notification of, and lead time
to respond to, service requests, including changes to the number or
format of required management reports, study requests, and requests to
modify the Systems.

m. Cooperate with Xxxxx Systems in establishing appropriate testing
criteria and procedures for, and in the testing of, new Systems.

n. Store and safeguard storage media containing RSC's archived or
historical data.

8.2 Data Center Use. During the term of this Amended Agreement, RSC will provide
to Xxxxx Systems, at no cost to Xxxxx Systems, access to and use of the Data
Center space and any related utilities and services. Should RSC propose to
eliminate the Data Center whether as a recommendation of the STEP Team or any
other reason, it shall provide a suitable alternative at no charge to Xxxxx
Systems. At RSC's request, Xxxxx Systems shall provide the data center
facilities as an Additional Service under Section 4.2 of this Amended Agreement.

8.3 Information Systems Assets. During the term of this Amended Agreement, RSC
will furnish to Xxxxx Systems, for Xxxxx Systems' use at no cost to Xxxxx
Systems, the

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Information Systems Assets used to provide Existing Services. RSC shall retain
complete financial responsibility for such assets, including depreciation,
insurance, taxes, and maintenance.

8.4 Office Space and Supplies. During the term of this Amended Agreement, RSC
shall provide, comparable to other RSC employees, acceptable office space,
supplies, utilities, PC workstations and printers, office equipment, telephone
service and other items to Xxxxx Systems at no charge to accommodate the Xxxxx
Systems employees providing services to RSC. Supplies provided by RSC shall
include Data Center supplies such as standard and special printing forms, toner,
developer, ribbons, tape reels and cartridges, packaging materials, and cleaning
supplies. RSC shall also provide Xxxxx Systems the use of pool vehicles to the
extent they were used to provide Existing Services immediately prior to the
Amendment Date.

8.5 Data Transmission Costs. RSC shall be responsible for all data and voice
transmission costs.

ARTICLE 9. SAFEGUARDING THE COMPANY DATA, CONFIDENTIALITY AND AUDIT RIGHTS

9.1 RSC Data. The data of RSC, including program code and related documentation
both in production and under development, provided to Xxxxx Systems for
processing under this Amended Agreement shall be and remain the property of RSC.
Upon the termination of this Amended Agreement for any reason, data shall be
returned to RSC by Xxxxx Systems at Xxxxx Systems' expense. The data of RSC
shall not be used by Xxxxx Systems for any purpose other than that of providing
Services, nor shall such data or any part of such data be disclosed, sold,
assigned, leased or otherwise disposed of to third parties by Xxxxx Systems or
commercially exploited by or on behalf of Xxxxx Systems, its employees or
agents.

9.2 Safeguarding RSC Data. Xxxxx Systems will establish and maintain safeguards
against the destruction, loss or alteration of the data of RSC in the possession
of Xxxxx Systems which are no less rigorous than those in effect at the Data
Center as of the Effective Date. In the event that additional safeguards for
such data are reasonably requested by RSC, Xxxxx Systems shall provide such
additional safeguards, and RSC shall reimburse Xxxxx Systems for Xxxxx Systems'
costs in providing such additional safeguards. RSC shall have the right, at its
own expense, to establish backup security for data, and to keep backup data and
data files in its possession if it so chooses; provided, however, that Xxxxx
Systems will have such access to the backup data and data files as Xxxxx Systems
reasonably requires to perform its obligations under this Amended Agreement.
Notwithstanding the above, Xxxxx Systems will, as part of Base Services,
establish and implement a procedure for copying RSC's data to magnetic tape
media at least weekly and on a mutually agreed schedule. The most recent copies
of such data will be stored by Xxxxx Systems in a secure and convenient
location, provided by RSC, and

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the prior copies of such data will be removed from storage and delivered to a
designated RSC employee no later than one business day following the creation of
the current copy.

9.3 Confidentiality. Xxxxx Systems and RSC each agree that all information
communicated to it by the other, whether before or after the Effective Date,
shall be and was received in strict confidence, shall be used only for purposes
of this Amended Agreement, and that no such information, including the
provisions of this Amended Agreement, shall be disclosed by the recipient party,
its agents or employees without the prior written consent of the other party,
except as may be necessary by reason of legal, accounting or regulatory
requirements beyond the reasonable control of the recipient party. Should either
party discover a violation of this provision by one of its employees or
contractors working under their direction, it shall so notify the other party of
such violation. The provisions of this Section 9.3 shall survive the expiration
or termination of this Amended Agreement for any reason.

9.4 Audit Rights. Upon three (3) business days' prior written notice to Xxxxx
Systems, RSC shall be entitled, at its own expense, to engage auditors and/or
inspectors (1) to conduct a review of Xxxxx System's performance of its system
design and coding processes under this Amended Agreement (a "Performance
Audit"), (2) to audit or inspect the business of RSC for which Xxxxx Systems
will provide, for that limited purpose, reasonable access to the Data Center,
(3) to audit Xxxxx Systems' accounting records relating to the time and
materials utilized on Additional Services pursuant to Section 4.2.c(2), and (4)
to review reasonable levels of detailed information, as normally reported by
Xxxxx Systems to its Account Manager, for purposes of verifying Xxxxx Systems'
direct expenses associated with Base Services, however, RSC shall have no right
to review or audit Xxxxx Systems' allocable fringe benefit or overhead expenses.
All audits or inspections shall be subject to the following provisions: (1)
auditors or inspectors are not one of the three (3) Xxxxx Systems' direct
competitors that Xxxxx Systems designates at the time of notice; (2) auditors or
inspectors have executed an appropriate confidentiality agreement with Xxxxx
Systems; (3) RSC shall pay Xxxxx Systems for Xxxxx Systems' costs for any
resources required by the audit or inspection in addition to the resources that
Xxxxx Systems would otherwise use in the performance of this Amended Agreement;
(4) Xxxxx Systems shall not be required to provide any of its competitors, if
RSC designates any such competitor to perform such audit, with access to Xxxxx
Systems' trade secrets or proprietary information; and (5) in the case of a
Performance Audit, neither RSC nor the auditors and inspectors will disclose the
results of such Performance Audit to third parties, except to an arbitration
panel in accordance with Section 12.3 of this Amended Agreement; or use such
results or any information obtained during such Performance Audit for any
purpose other than evaluating Xxxxx System's performance of its system design
and coding processes under this Amended Agreement.

9.5 Third Party Discovery. If any governmental agency or any third party shall
seek in any way to discover or otherwise gain access to, or production
("Discovery") of any Systems, confidential information or any other data or
records of one party that may be in

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the possession of the other party, the other party shall immediately notify the
first party and shall, at the first party's written request and at the first
party's expense, oppose such Discovery, and cooperate with the first party in
the first party's efforts to preclude, quash, limit or impose protective orders
or similar restrictions on such Discovery.

9.6 Xxxxx Systems Reassignment. Xxxxx Systems shall not reassign or transfer the
Account Manager or any IS Analyst having active participation in the strategic
planning of RSC's business to another Xxxxx Systems account providing services
to a competitor of RSC (i) for at least twelve (12) months after the Account
Manager or IS Analyst no longer provides service to RSC, or (ii) unless approved
by RSC, which approval shall not be unreasonably withheld.

ARTICLE 10. PAYMENTS TO XXXXX SYSTEMS

10.1 Monthly Base Charge. For each Monthly period during the term of this
Amended Agreement, RSC shall pay to Xxxxx Systems a Monthly Base Charge in
accordance with Schedule G to this Amended Agreement, as adjusted from time to
time in accordance with Schedule G . At the end of each year, a reconciliation
of Monthly Base Charges and performance-based incentives will be performed in
accordance with Schedule G.

10.2 Additional Services Charges. RSC shall pay Xxxxx Systems for all Additional
Services provided by Xxxxx Systems in accordance with a payment schedule for
such items to be agreed upon in writing by the parties.

10.3 Additional Development Charges. RSC shall pay Xxxxx Systems for all
Additional Development Services provided by Xxxxx Systems as follows:

a. RSC will pay to Xxxxx Systems $169,552.00 for each month of the Amended
Agreement through 3/31/2001 as contemplated in the Original Agreement
and the 960 FTE-month block of labor supplied by Xxxxx Systems and
described in section 3.2.a.

b. RSC will pay Xxxxx Systems for each FTE-month consumed out of the 820
FTE month pool described in section 3.2.b at the current rate per
FTE-month calculated in accordance with section 3.2.b. From the period
beginning April 1, 2001 through the Term of the Amended Agreement, RSC
will pay Xxxxx Systems for a minimum of 8 FTE-months per month. If RSC
consumes less than 8 FTE-months in any month, the unused FTE-months
paid for by RSC will be available for consumption by RSC prior to the
end of the Amended Agreement Term, at no additional charge to RSC. At
no time will RSC pay PSC for less than 8 FTE-months per month. If RSC
consumes more than 8 FTE-months in a given month then RSC will pay PSC
for all FTE-months consumed in that month less any FTE-months
previously paid for and unused (credit) by RSC.

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10.4 Out-of-Pocket Expenses. RSC shall pay, or reimburse Xxxxx Systems for, the
reasonable, out-of-pocket expenses, including, but not limited to, all
communication related expenses incurred by Xxxxx Systems in the course of
providing services to RSC, travel and travel-related expenses, performed
according to RSC's travel guidelines, incurred by Xxxxx Systems in connection
with the performance of this Amended Agreement; provided, however, that RSC
shall reimburse Xxxxx Systems for the annual supplemental contributions and the
annual lump sum payments under Section 5.4.b (the "5.4.b Reimbursement") at
seventy percent (70%) of the aggregate amount. Upon termination, for any reason,
RSC shall pay Xxxxx Systems, at least thirty (30) days prior to termination, the
net present value of seventy percent (70%) of the remaining 5.4.b Reimbursement
based on the assumptions that this payment upon termination (1) is discounted by
the 30-year U.S. Treasury rate, (2) is based on the estimated employment term of
Schedule E Employees as agreed to by RSC and Xxxxx Systems, and (3) the
remaining 5.4.b Reimbursement is treated as if all such reimbursement could be
made to the Xxxxx 401(k) Plan, for purposes of determining this payment upon
termination. Moreover, such reimbursement obligation for the 5.4.b Reimbursement
is independent from, and is not conditioned upon, any other obligation of either
party under this Amended Agreement, except Xxxxx Systems' obligation under
Section 5.4.b. Accordingly, RSC's reimbursement obligation for the 5.4.b
Reimbursement is without right of set-off and shall not be subject to any
defense or counter-claim against Xxxxx Systems, other than Xxxxx Systems'
failure to make annual supplemental contributions and annual lump sum payments
pursuant to Section 5.4.b.

10.5 Time and Manner of Payment. Xxxxx Systems will submit invoices to RSC for
the following charges on or about the first day of each month: (i) the Monthly
Base Charge for the previous month, and (ii) any out-of-pocket expenses. RSC
shall remit payment for such invoices within fifteen (15) days of receipt. If
the fifteenth day after receipt is a banking holiday, the payment may be made on
the next business day after such banking holiday. In addition, Xxxxx Systems
will submit invoices to RSC for the following charges on or about the first day
of each month: (i) the Additional Application Development Charges specified in
Section 10.3, and (ii) any charges for Additional Services in arrears. RSC shall
remit payment for such invoices within fifteen (15) days of receipt. Payments
due Xxxxx Systems for semiannual performance incentives, or RSC profit
performance incentive in accordance with Schedule G shall be invoiced to RSC
after the end of the period to which the charges apply. Any sum due Xxxxx
Systems for which a time for payment is not otherwise specified shall be due and
payable within thirty (30) days of RSC's receipt of an invoice from Xxxxx
Systems. All payments due Xxxxx Systems shall be remitted by RSC by wire
transfer to Bank of America, San Francisco, CA, ABA #000000000, Xxxxx Systems
Corporation account #1233926853. Should Xxxxx Systems change remittance
instructions, it shall so notify RSC, in writing. Any sum due Xxxxx Systems that
is not paid on time shall accrue interest until paid at a rate of interest equal
to one and one half percent (1.5%) per month, or the maximum rate of interest
allowed by applicable law, if less. Day of receipt shall be the day the invoice
is delivered by hand or transmitted electronically to RSC's premises (to a
specific point of receipt which shall be designated by RSC), the next business
day after it is deposited with

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an overnight delivery service such as Federal Express, or three (3) business
days after it is deposited in the U.S. mail.

10.6 Taxes. RSC shall pay, or reimburse Xxxxx Systems for payment of, any taxes
or amounts paid in lieu of taxes, however designated or levied, based upon this
Amended Agreement, the charges of Xxxxx Systems or the Systems, the Services or
materials provided under this Amended Agreement. Xxxxx Systems is only
responsible for the payment of franchise taxes, employment taxes for its
employees and taxes based on the net income or gross revenues of Xxxxx Systems.
RSC represents that it has obtained a direct pay permit number from the State of
Michigan, Number 00-0000000. Xxxxx Systems will not include sales or use taxes
on its invoices for supplies shipped to, or services that will be furnished in
locations applicable to such Michigan permit. RSC shall be responsible for
paying all such sales and use taxes directly to the appropriate taxing
authority. However, in the event Xxxxx Systems is legally obligated to pay any
such taxes to an appropriate taxing authority, RSC shall reimburse Xxxxx Systems
for such taxes. In regard to supplies shipped to, or services that will be
provided in locations outside of Michigan, Xxxxx Systems will include sales or
use taxes on its invoices for such supplies and services.

10.7 Proration. All periodic charges under this Amended Agreement are to be
computed on a calendar month basis, and will be prorated for any partial month.

10.8 Rights of Set-off. With respect to any amount to be reimbursed to RSC or
otherwise payable to RSC by Xxxxx Systems pursuant to this Amended Agreement,
Xxxxx Systems may, at its option, pay that amount by giving RSC a credit against
the charges otherwise payable to Xxxxx Systems under this Amended Agreement.

ARTICLE 11. REPRESENTATIONS AND WARRANTIES

11.1 By RSC. RSC represents and warrants to Xxxxx Systems as follows:

a. RSC (i) is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Delaware, and (ii) has
full corporate power to own, lease, and operate its properties and
assets, to conduct its business as that business is currently being
conducted, and to consummate the transactions contemplated by this
Amended Agreement to be consummated by RSC.

b. This Amended Agreement has been duly authorized, executed and
delivered by it and constitutes a valid and binding agreement of it,
enforceable against it in accordance with this Amended Agreement's
terms, subject to the effect of bankruptcy, insolvency, moratorium and
other laws now or hereafter in effect relating to and affecting the
rights of creditors generally and to equitable principles of general
application.

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c. Neither the execution nor delivery by it of this Amended Agreement,
nor the consummation by it of any of the transactions contemplated by
this Amended Agreement, will result in the breach of any term or
provision of, or constitute a default under, any charter provision or
bylaw, or material agreement (subject to any applicable Required
Consent), order, law, rule or regulation to which it is a party or
which is otherwise applicable to it.

d. Intentionally Left Blank

e. [Reserved].

f. To RSC's knowledge after reasonable investigation, and subject to
receipt of any applicable Required Consents and government filings,
Xxxxx Systems will obtain on the Amendment Date (i) the right to use
the RSC Systems to perform the Services, to the same extent as utilized
by RSC in the conduct of its business as of the Amendment Date.

g. Subject to the receipt of any applicable Required Consents, the
assets which Xxxxx Systems has obtained or will obtain the right to use
pursuant to Article 5 and Article 6 of this Amended Agreement, are all
the assets, including Systems, hardware, facilities, furnishings and
equipment (other than cash, cash equivalents, marketable securities,
restricted cash investments, accounts receivables and notes
receivables), which RSC was using as of the Amendment Date to provide
the Existing Services.

11.2 By Xxxxx Systems. Xxxxx Systems represents and warrants to RSC as follows:

x. Xxxxx Systems (i) is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of Delaware,
and (ii) has full corporate power to own, lease, and operate its
properties and assets, to conduct its business as that business is
currently being conducted, and to consummate the transactions
contemplated by this Amended Agreement to be consummated by Xxxxx
Systems.

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agreement (subject to any applicable Required Consent), order, law,
rule or regulation to which it is a party or which is otherwise
applicable to it.

d. The Services will be rendered by qualified personnel and consistent
with good commercial practice in the I/S industry; provided, however,
that (i) Xxxxx Systems' use of any of the employees listed in Schedule
E to perform the Services through February 28, 2001 shall not
constitute a breach of this warranty; and (ii) Xxxxx Systems' only
liability, and RSC's sole remedy, for breach of the warranty set forth
in this paragraph (d) is the reperformance of any defective Services at
no additional charge to RSC.

x. Xxxxx Systems will not access the RSC information systems for any
reason except as authorized under this Amended Agreement. Xxxxx Systems
will not incorporate any expiration features, passwords, access codes
or other features which may limit, in any way, RSC's use of the
information systems except as agreed by RSC for normal system's
security purposes. This warranty will survive the termination of this
Amended Agreement.

f. This is a services agreement. ACCORDINGLY, EXCEPT AS SPECIFIED IN
SECTION 11.2 d ABOVE, XXXXX SYSTEMS MAKES NO WARRANTIES REGARDING THE
SERVICES OR DELIVERABLES PROVIDED UNDER THIS AMENDED AGREEMENT, AND
EXPLICITLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
SPECIFIC PURPOSE.

ARTICLE 12. PERFORMANCE REVIEW AND TERMINATION

12.1 Performance Review. The Account Manager and the RSC Project Manager will
meet as often as shall reasonably be requested by either party, but at least
monthly, to review the performance of either party under this Amended Agreement.
Written or taped minutes of such meetings may be kept.

12.2 Dispute Resolution. In the event of any dispute or disagreement between the
parties either in interpreting any provision of this Amended Agreement or about
the performance of either party, or any disputed charges arising hereunder, then
upon the written request of either party, each of the parties will appoint a
designated representative to resolve such dispute or disagreement. The
designated representatives will discuss the problem and negotiate in good faith
in an effort to resolve the dispute without any formal proceeding. During the
course of such negotiation(s), all reasonable requests made by one party to the
other for information, including copies of relevant documents, will be honored.
The specific format for such discussions will be left to the discretion of the
designated representatives. If the designated representatives are unable to
resolve the dispute within thirty (30) days after their first meeting, each
party will appoint a designated officer of its corporation to attempt to resolve
the dispute. No litigation for the resolution of such

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disputes may be commenced until the designated officers have met and either
party has concluded in good faith that amicable resolution through continued
negotiation does not appear likely (unless either party fails or refuses to
schedule such a meeting of officers within a reasonable time after a request to
do so by the other party).

12.3 Arbitration. Any dispute that is not resolved through negotiation pursuant
to Section 12.2 will be settled exclusively by final and binding arbitration in
accordance with the following:

a. Except as specified below or otherwise mutually agreed in writing
by the parties to the dispute, the arbitration will be conducted
in accordance with the then current Commercial Arbitration Rules
of the American Arbitration Association.

b. Any demand for arbitration or any counterclaim will specify in
reasonable detail the facts and legal grounds forming the basis
for the claimant's request for relief, and will include a
statement of the total amount of damages claimed, if any, and any
other remedy sought by the claimant.

c. The arbitration will be conducted by an arbitration panel
consisting of three neutral arbitrators selected in accordance
with those Commercial Arbitration Rules.

d. The arbitration proceedings will take place in Detroit, Michigan.

e. The arbitration panel may render awards of monetary damages,
direction to take or refrain from taking action, or both. However,
the arbitration panel's jurisdiction will be limited by the terms
of this Amended Agreement, including but not limited to
disclaimers of warranty and limitations of liability.

f. The arbitration panel may, at its discretion, require any party to
the arbitration to reimburse any other party to the arbitration
for all or any part of the expenses of the arbitration paid by the
other party and the attorneys' fees and other expenses reasonably
incurred by the other party in connection with the arbitration.

g. Judgment upon the award rendered in the arbitration may be entered
in any court of competent jurisdiction.

12.4 Termination for Cause. If either party materially or repeatedly defaults in
the performance of any of its duties or obligations under this Amended Agreement
(except for a default in payments to Xxxxx Systems, which is governed by Section
12.5 of this Amended Agreement), which default is not substantially cured within
sixty (60) days after written notice is given to the defaulting party specifying
the default, or, with respect to those defaults which cannot reasonably be cured
within sixty (60) days, if the defaulting party fails to proceed within sixty
(60) days to commence curing said default

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and to proceed with all due diligence substantially to cure the default, then
the party not in default may, by giving written notice of termination to the
defaulting party, terminate this Amended Agreement as of a date specified in the
notice of termination.

12.5 Termination for Nonpayment. If RSC defaults in the payment when due of any
amount due to Xxxxx Systems and does not, within thirty (30) days after being
given written notice, cure such default, or, if RSC in good faith disputes the
amount due, does not deposit the disputed amount in escrow in a major U.S.
commercial bank to be designated by Xxxxx Systems, with interest to be allocated
to the party entitled to the principal upon resolution of the dispute, then
Xxxxx Systems may, by giving written notice to RSC, terminate this Amended
Agreement as of a date specified in the notice of termination.

12.6 Intentionally Left Blank

12.7 Rights Upon Termination.

a. Upon termination of this Amended Agreement by RSC, Xxxxx Systems
shall, if so requested by RSC, provide reasonable training for RSC
personnel to minimize disruption in the transition of the Services to
RSC. Training may be provided from the time of RSC's request to the
date of termination or expiration and for up to six (6) additional
months following termination or expiration. RSC shall pay Xxxxx Systems
for such training at Xxxxx Systems' then published commercial rates.
Upon termination, it shall not be a violation of this Amended Agreement
for RSC to extend offers of employment to the Xxxxx Systems personnel
listed in Schedule E and Xxxxx Systems shall not limit the ability of
those employees to accept those offers of employment.

b. If Xxxxx Systems terminates this Amended Agreement for RSC's
default, RSC shall immediately pay Xxxxx Systems for all Services
performed and Systems or equipment delivered through the termination
date, plus reasonable termination costs, including but not limited to
(i) any Losses incurred in connection with the early termination of any
lease or other agreement relating to services or resources used by
Xxxxx Systems to perform the Services, (ii) any Losses incurred in
connection with the sale of any resources then being used by Xxxxx
Systems in the performance of the Services, and (iii) any other
reasonable, documented costs and expenses related to termination. Xxxxx
Systems shall be obligated to mitigate its damages and losses including
assigning any third party obligations, agreements, costs or expenses of
Xxxxx Systems in order to reduce the Losses, as permitted by third
party vendors. Xxxxx Systems shall not enter into any third party
obligation after April 1, 1996, that may be necessary beyond any
termination, that is not assignable to RSC at termination, without
RSC's approval. Xxxxx Systems shall notify RSC of any third party
obligations made, or intended to be made within ninety (90) days, prior
to April 1, 1996, that may be necessary beyond any termination, that
are not assignable to RSC at termination.

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12.8 Termination Tasks. During the period from termination notice until
termination, Xxxxx Systems shall coordinate the orderly transfer of services
back to RSC or their designee. Xxxxx Systems shall promptly answer RSC inquiries
regarding Xxxxx Systems' services. All RSC data and programs shall be made
available to RSC, or copied for RSC on magnetic media as designated by RSC, by
Xxxxx Systems. A copy of all run-time documentation, job control procedures,
hardware documentation, and network documentation including topology, and an
inventory and documentation of all RSC Systems, Developed Systems and P.S.C.
Systems then being used by RSC shall be provided by Xxxxx Systems.

ARTICLE 13. REMEDIES

13.1 Measure of Damages. The measure of damages recoverable from one party by
the other for any reason, whether arising by negligence, willful misconduct or
otherwise, shall not include any amounts for indirect, special, consequential or
punitive damages of any party, including third parties, even if such damages are
foreseeable. Further, Xxxxx Systems shall have no liability for damages which
could have been avoided had RSC or the applicable RSC Affiliate exercised
reasonable efforts to verify the data furnished by Xxxxx Systems before
utilization of such data.

13.2 Limitation of Damages. In the event one party shall be liable to the other
party for damages arising under or in connection with this Amended Agreement,
whether arising by negligence, willful misconduct, or otherwise, then that party
may recover from the other its direct damages up to an amount not to exceed in
the aggregate for all events the Monthly Base Charge for the first eight full
months of this Amended Agreement.

13.3 Exclusion. The limitations set forth in Section 13.2 of this Amended
Agreement are not applicable to (i) any breach of the nondisclosure and
confidentiality provisions of Sections 9.1 and 9.3 of this Amended Agreement,
(ii) the failure of one party to make payments due under this Amended Agreement
to the other, (iii) indemnification claims as set forth in Article 14, or (iv)
lost profits to Xxxxx Systems associated with the breach of this Amended
Agreement by RSC or the resulting termination of this Amended Agreement pursuant
to such breach.

13.4 Limitation Period. Neither party to this Amended Agreement may assert
against the other party any claim in connection with this Amended Agreement
unless the asserting party has given the other party written notice of the claim
within one year after the asserting party first knew or should have known of the
facts giving rise to such claim, except that claims for non-payment may be
brought at any time up to one (1) year from the date payment was due, or within
six months after termination of this Amended Agreement, whichever occurs
earlier. Commencement of the dispute resolution procedures under Section 12.2 of
this Amended Agreement shall constitute written notice of the dispute or
disagreement for purposes of this Section 13.4.

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ARTICLE 14. INDEMNITIES

14.1 Indemnity by RSC. RSC agrees to indemnify, defend and hold harmless Xxxxx
Systems, and its respective officers, directors, employees, agents, successors
and assigns, in accordance with the procedures described in Section 14.4 of this
Amended Agreement, from any and all Losses arising from or in connection with:

a. the inaccuracy as of the Amendment Date of any of the
representations or warranties by RSC set forth in this Amended
Agreement;

b. any claims of infringement made against Xxxxx Systems of any
United States letters patent, or a trade secret, or any copyright,
trademark, service xxxx, trade name or similar proprietary rights
conferred by contract or by common law or by any law of the United
States or any state, alleged to have occurred because of Systems
or other resources or items provided to Xxxxx Systems by RSC;

c. any and all amounts payable with respect to the RSC Resources
which are attributable to periods prior to the Effective Date;

d. any obligations to be performed prior to the Amendment Date by
RSC or any RSC Affiliate pursuant to any agreements governing the
RSC Resources;

e. the failure by RSC to obtain any Required Consents;

f. any (i) Hazardous Materials (as defined below) in, on, under or
above the Data Center as of or prior to the Amendment Date; (ii)
the violation or alleged violation of or any liability under any
law, regulation, or ordinance, or order, pertaining to any
Hazardous Material located in, on, under or above the Data Center
as of or prior to the Amendment Date ("Existing Hazardous
Materials"); (iii) any RSC authorized step taken by any person or
entity, including Xxxxx Systems, to clean up, remedy, or remove
Existing Hazardous Materials; (iv) the off-site disposal,
treatment, or storage of Existing Hazardous Materials generated by
RSC's operation of the Data Center; or (v) the violation or
alleged violation by RSC of any federal, state or local laws
relating to environmental matters, including air pollution, water
pollution, Existing Hazardous Materials, or any other activities
or conditions which impact or relate to the environment or nature.
This liability includes, but is not limited to, costs of
enforcement, costs of investigation and/or remedial action. As
used in this Amended Agreement, "Hazardous Materials" shall mean
and include: (A) oil or other petroleum products, (B) asbestos,
(C) "hazardous waste," as defined by the Resource Conservation and
Recovery Act, 42 U.S.C. { 6901 et seq., (D) "hazardous
substances," as defined by the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, 42 U.S.C. { 9601
et seq., and (E) any other pollutant, contaminant, chemical or
substance

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whose presence creates or could create a detriment to the Data
Center, a hazard to health or the environment, or a violation of
any federal, state or local law or regulation.

g. Any employee benefit plan (within the meaning of Section 3(3)
of the Employee Retirement Income Security Act of 1974, as
amended) or any other plan, benefit, agreement, or arrangement,
maintained or contributed to by RSC (or any member of the group of
companies treated as a single employer with RSC (within the
meaning of Section 414(b), (c), (m) or (o) of the Internal Revenue
Code of 1986, as amended)), including without limitation any
liability assessed by the Pension Benefit Guaranty Corporation,
the Internal Revenue Service, the Department of Labor or a
multiemployer plan or arising from a claim by a participant or
participants.

14.2 Indemnity by Xxxxx Systems. Xxxxx Systems agrees to indemnify, defend and
hold harmless RSC and its officers, directors, employees, agents, successors and
assigns, in accordance with the procedures described in Section 14.4 of this
Amended Agreement, from any and all Losses arising from or in connection with:

a. the inaccuracy as of the Amendment Date of any of the
representations or warranties by Xxxxx Systems set forth in this
Amended Agreement;

b. any claims of infringement made against RSC for infringement of
any United States letters patent, or a trade secret, or any
copyright, trademark, service xxxx, trade name or similar
proprietary rights conferred by contract or by common law or by
any law of the United States or any state, alleged to have
occurred because of Systems or other resources or items provided
to RSC by Xxxxx Systems;

c. any and all amounts payable with respect to the RSC Resources
which are attributable to periods on or after the Amendment Date
during which Xxxxx Systems has financial responsibility for the
applicable RSC Resources pursuant to this Amended Agreement;

d. any (i) Hazardous Materials placed in, on, under or above the
Data Center by Xxxxx Systems subsequent to the Amendment Date
("Subsequent Hazardous Materials"); (ii) the violation or alleged
violation of or any liability under any law, regulation, or
ordinance, or order, pertaining to any Subsequent Hazardous
Material; (iii) any Xxxxx Systems authorized step taken by any
person or entity, including Xxxxx Systems, to clean up, remedy, or
remove Subsequent Hazardous Materials released or disposed of
subsequent to the Amendment Date; (iv) the off-site disposal,
treatment, or storage of Subsequent Hazardous Materials generated
by Xxxxx Systems' operation of the Data Center subsequent to the
Amendment Date; or (v) the violation or alleged violation by Xxxxx
Systems after the Amendment Date of any federal, state or local
laws relating to environmental matters, including air pollution,
water

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pollution, Subsequent Hazardous Materials, or any other activities
or conditions which impact or relate to the environment or nature.
This liability includes, but is not limited to, costs of
enforcement, costs of investigation and/or remedial action.

e. Any employee benefit plan (within the meaning of Section 3(3)
of the Employee Retirement Income Security Act of 1974, as
amended) or any other plan, benefit, agreement or arrangement,
whether written or oral, maintained or contributed to by Xxxxx
Systems (or any member of the group of companies treated as a
single employer with Xxxxx Systems (within the meaning of Section
414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as
amended)), including without limitation any liability assessed by
the Pension Benefit Guaranty Corporation, the Internal Revenue
Service, the Department of Labor or a multiemployer plan or
arising from a claim by a participant or participants, provided
that this provision does not limit in any way RSC's reimbursement
obligations to Xxxxx Systems pursuant to Section 10.5 of this
Amended Agreement.

14.3 Cross Indemnity. Xxxxx Systems and RSC each agree to indemnify, defend and
hold harmless the other, its officers, directors, employees, agents, successors
and assigns in accordance with the procedures described in Section 14.4 of this
Amended Agreement, from any and all Losses arising from or in connection with:
(i) the death or bodily injury of any agent, employee, customer, business
invitee or business visitor of the indemnitee; or (ii) the damage, loss or
destruction of any real or tangible personal property in the possession or under
the control of the indemnitee, in either case, to the extent that such claim,
action, liability, loss, damage, cost or expense was proximately caused by the
indemnifying party's tortious act or omission, or by those of its agents or
employees. Notwithstanding the terms contained in the previous sentence or in
any other part of this Amended Agreement to the contrary, Xxxxx Systems shall
indemnify, defend and hold harmless RSC from any and all Losses arising from the
death or bodily injury of any agent or employee of Xxxxx Systems unless such
Losses resulted from the sole negligence or wilfull misconduct of RSC.

14.4 Indemnification Procedures. Promptly after receipt by any person entitled
to indemnification under Sections 14.1 through 14.3 of this Amended Agreement
(an "Indemnified Party") of notice of the commencement (or threatened
commencement) of any civil, criminal, administrative or investigative action or
proceeding involving a claim in respect of which the Indemnified Party will seek
indemnification, the Indemnified Party shall notify the party which is obligated
to provide such indemnification (an "Indemnifying Party") of such claim in
writing. No failure to notify the Indemnifying Party shall relieve it of its
obligations under this Amended Agreement except to the extent that it can
demonstrate damages attributable to the Indemnified Party's failure to notify.
The Indemnifying Party shall be entitled to have sole control over the defense
and/or settlement of such claim, provided that, within thirty (30) days after
receipt of such written notice, the Indemnifying Party notifies the Indemnified
Party of its election to so assume full control. In that event: (i) the
Indemnified Party shall be entitled to

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participate in the defense of such claim and to employ counsel at its own
expense to assist in the handling of such claim, and (ii) the Indemnifying Party
shall obtain the prior written approval of the Indemnified Party before entering
into any settlement of such claim or ceasing to defend against such claim if
such settlement or cessation would cause injunctive or other relief to be
imposed against the Indemnified Party. After notice by the Indemnifying Party to
the Indemnified Party of its election to assume full control of the defense of
any such action, the Indemnifying party shall not be liable to the Indemnified
Party for any legal expenses incurred by such Indemnified Party in connection
with the defense of that claim. If the Indemnifying Party does not assume sole
control over the defense of such claim as provided in this Section 14.4, the
Indemnifying Party may participate in such defense and the Indemnified Party
shall have the right to defend the claim in such manner as it may deem
appropriate, at the cost and expense of the Indemnifying Party. The Indemnifying
Party shall promptly reimburse the Indemnified Party for such costs and
expenses, in accordance with the applicable Section of this Article 14. An
Indemnifying Party shall not be required to indemnify any Indemnified Party for
any amount paid or payable by such Indemnified Party in the settlement of any
such claim which was agreed to without the written consent of the Indemnifying
Party.

14.5 Subrogation. In the event that an Indemnifying Party shall be obligated to
indemnify an Indemnified Party pursuant to Sections 14.1 through 14.3 of this
Amended Agreement, the Indemnifying Party shall, upon payment of such indemnity
in full, be subrogated to all rights of the Indemnified Party with respect to
the claims to which such indemnification relates.

14.6 Exclusive Remedy. The indemnification rights of each Indemnified Party
pursuant to Sections 14.1 through 14.3 of this Amended Agreement shall be the
exclusive remedy of such Indemnified Party with respect to the claims to which
such indemnification relates; provided, however, that such Indemnified Party
shall retain the right to seek injunctive or other non-monetary equitable
remedies with respect to such claims.

ARTICLE 15. MISCELLANEOUS

15.1 Insurance.

a. Commercial General Liability. Each Party shall maintain
commercial general liability insurance. The policy shall cover
liability for injury to or death of persons or damage to property,
limited to work associated with this Amended Agreement, including
such liability as may arise from contractual liability assumed
under this Amended Agreement. The policy shall provide a limit of
at least one million dollars per occurrence and two million
dollars aggregate for bodily injury and property damage. Such
insurance shall cover: premises - operations; vicarious liability
from the actions of independent contractors; personal injury
liability; and employees as additional insured.

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b. Workers' Compensation. Each Party shall also maintain workers'
compensation insurance, or shall be self-insured for workers'
compensation provided that party is in compliance with applicable
statutes and regulations, in the amounts and with benefits
required by the laws of the state in which the work is performed
and the states in which employees are hired, if the states are
other than those in which the work is performed, and employers'
liability insurance with minimum limits of: five hundred thousand
dollars for bodily injury by accident/each accident; five hundred
thousand dollars for bodily injury by disease/each employee; and
five hundred thousand dollars for bodily injury by disease/policy
limit (aggregate).

c. Property. RSC shall also maintain insurance for its building,
contents, machinery, equipment, furniture, vehicles, fixtures,
stock, and improvements and betterments whether owned or leased,
to its full replacement cost value, except that Xxxxx Systems
shall maintain insurance for the full replacement cost value of
its owned furniture and equipment.

Each party shall, within thirty (30) days after the other's request, provide the
other party with a certificate of insurance or in the event of a coverage
dispute, a copy of its insurance policies required by this contract.
Administrative fees for providing copies of insurance policies shall be paid for
by the requesting party. Xxxxx Systems agrees to name RSC as an additional
insured on its Commercial General Liability insurance. Xxxxx Systems' Commercial
General Liability and Workers Compensation insurance shall be endorsed to
require the insurance carriers to send written notice to RSC of cancellation of
the policies at least thirty (30) days prior to such cancellation.

15.2 Safety Standards. Xxxxx Systems agrees to comply with RSC's safety
standards and regulations and will instruct its employees, contractors and
agents performing services under this Amended Agreement to comply with such
safety standards and regulations.

15.3 Binding Nature and Assignment. This Amended Agreement shall bind the
parties and their successors and permitted assigns. Neither party may assign
this Amended Agreement without the prior written consent of the other, which
consent shall not be unreasonably withheld or delayed; provided that Xxxxx
Systems shall have the right to assign this Amended Agreement to any Affiliate
of Xxxxx Systems without RSC's consent, upon giving RSC written notice of such
assignment. Any other assignment attempted without the written consent of the
other party shall be void.

15.4 Notices. When one party is required or permitted to give notice to the
other, such notice shall be deemed given when delivered by hand or when mailed
by United States mail, registered or certified mail, return-receipt requested,
postage prepaid, and addressed as follows:

In the case of RSC:

Corporate Secretary

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Rouge Steel Company
0000 Xxxxxx Xxxx
X.X. Xxx 0000
Xxxxxxxx, XX 00000-0000
Attn: General Counsel

with a copy to:

Xxxxx Xxxxx
Director, Corporate Planning and Information Systems
0000 Xxxxxx Xxxx
X.X. Xxx 0000
Xxxxxxxx, XX 00000-0000

In the case of Xxxxx Systems:

Xxxxx Systems Corporation
0000 Xxxxxx Xxxx
X.X. Xxx 0000
Xxxxxxxx, XX 00000-0000
Attn: Account Manager

with a copy to:

Xxxxx Systems Corporation
00000 Xxxxx Xxxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attn: General Counsel

Either party may change its address for notification purposes by giving the
other party written notice of the new address and the date upon which it will
become effective.

15.5 Counterparts. This Amended Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one single agreement
between the parties.

15.6 Headings. The article and section headings and the table of contents are
for reference and convenience only and shall not be considered in the
interpretation of this Amended Agreement.

15.7 Relationship of Parties. Xxxxx Systems, in furnishing services to RSC, is
acting only as an independent contractor. Except where this Amended Agreement
expressly provides otherwise, Xxxxx Systems does not undertake by this Amended
Agreement or otherwise to perform any obligation of RSC, whether regulatory or
contractual, or to assume any responsibility for RSC's business or operations.
Xxxxx Systems has the sole right and

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obligation to supervise, manage, contract, direct, procure, perform or cause to
be performed, all work to be performed and resources used by Xxxxx Systems under
this Amended Agreement, except where it is specifically stated that RSC must
give approval or consent.

15.8 Approvals and Similar Actions. Where agreement, approval, acceptance,
consent or similar action by either party is required by any provision of this
Amended Agreement, such action shall not be unreasonably delayed or withheld,
unless specifically permitted by this Amended Agreement.

15.9 Force Majeure. Each party shall be excused from performance under this
Amended Agreement and shall have no liability to the other party for any period
it is prevented from performing any of its obligations (other than payment
obligations), in whole or in part, as a result of delays caused by the other
party or by an act of God, war, civil disturbance, court order, labor dispute,
third party performance or nonperformance, or other cause beyond its reasonable
control, including computer viruses, failures or fluctuations in electrical
power, heat, light, or telecommunications, and such nonperformance shall not be
a default under, or grounds for termination of, this Amended Agreement.

15.10 Severability. If any provision of this Amended Agreement is held to be
unenforceable, then both parties shall be relieved of all obligations arising
under such provision, but only to the extent that such provision is
unenforceable, and this Amended Agreement shall be deemed amended by modifying
such provision to the extent necessary to make it enforceable while preserving
its intent or, if that is not possible, by substituting another provision that
is enforceable and achieves the same objective and economic result. If such
unenforceable provision does not relate to the payments to be made to Xxxxx
Systems, and if the remainder of this Amended Agreement is capable of
substantial performance, then the remainder of this Amended Agreement shall be
enforced to the extent permitted by law. IT IS EXPRESSLY UNDERSTOOD AND AGREED
THAT EACH PROVISION OF THIS AMENDED AGREEMENT WHICH PROVIDES FOR A LIMITATION OF
LIABILITY, DISCLAIMER OF WARRANTIES, INDEMNIFICATION OR EXCLUSION OF DAMAGES OR
OTHER REMEDIES IS INTENDED TO BE SEVERABLE AND INDEPENDENT OF ANY OTHER
PROVISION AND TO BE ENFORCED AS SUCH. FURTHER, IT IS EXPRESSLY UNDERSTOOD AND
AGREED THAT IN THE EVENT ANY REMEDY UNDER THIS AMENDED AGREEMENT IS DETERMINED
TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND
EXCLUSIONS OF DAMAGES OR OTHER REMEDIES SHALL REMAIN IN EFFECT.

15.11 Waiver. No delay or omission by either party to exercise any right or
power it has under this Amended Agreement shall impair or be construed as a
waiver of such right or power. A waiver by either party of any covenant or
breach shall not be construed to be a waiver of any succeeding breach or of any
other covenant. All waivers must be in writing and signed by the party waiving
its rights.

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15.12 Attorney's Fees. If any legal action or other proceeding is brought for
the enforcement of this Amended Agreement, or because of an alleged dispute,
breach, default or misrepresentation in connection with any of the provisions of
this Amended Agreement, the prevailing party shall be entitled to recover
reasonable attorney's fees and other costs incurred in that action or
proceeding, in addition to any other relief to which it may be entitled.

15.13 Media Releases. All media releases, public announcements and public
disclosures by RSC or Xxxxx Systems or their employees or agents relating to
this Amended Agreement or its subject matter, including promotional or marketing
materials, shall be coordinated with and approved by the other party prior to
release. This restriction does not apply (i) to any announcement intended solely
for internal distribution at RSC, at any RSC Affiliate or at Xxxxx Systems or
(ii) any disclosure required by legal, accounting or regulatory requirements
beyond the reasonable control of the disclosing party.

15.14 No Third Party Beneficiaries. The parties agree that this Amended
Agreement is for the benefit of the parties hereto and is not intended to confer
any legal rights or benefits on any third party, including any person listed in
Schedule E, and that there are no third party beneficiaries to this Amended
Agreement or any part or specific provision of this Amended Agreement.

15.15 Entire Agreement. This Amended Agreement, including all of its Schedules,
each of which is incorporated into this Amended Agreement, is the entire
agreement between the parties with respect to its subject matter, and there are
no other representations, understandings or agreements between the parties
relative to such subject matter. No amendment to, or change, waiver or discharge
of any provision of this Amended Agreement shall be valid unless in writing and
signed by an authorized representative of the party against which such
amendment, change, waiver or discharge is sought to be enforced.

15.16 Governing Law. This Amended Agreement shall be governed by the laws, other
than choice of law rules, of the State of Michigan.

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IN WITNESS WHEREOF, Xxxxx Systems and RSC have each caused this Amended
Agreement to be signed and delivered by its duly authorized representative.

ROUGE STEEL COMPANY

By:
-------------------------------------------
Xxxx X. Xxxxxxxxxxx

Title: Vice-Chairman and CFO

Date:
-------------------------------------------

XXXXX SYSTEMS CORPORATION

By:
-------------------------------------------
Xxxxxx Xxxx

Title: Vice President of North American Operations

Date:
-------------------------------------------

By:
-------------------------------------------
Xxxxxx Xxxxxxx

Title: Group Director

Date:
-------------------------------------------

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1 EXHIBIT 10.33 AMENDED AND RESTATED INFORMATION SYSTEMS SERVICES AGREEMENT

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