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                                                                    EXHIBIT 10.6

                       FIFTH AMENDMENT TO CREDIT AGREEMENT

         THIS FIFTH AMENDMENT TO CREDIT AGREEMENT, dated as of February 26, 2001
(this "Fifth Amendment"), is among ROUGE INDUSTRIES, INC., a Delaware
corporation ("Holdings"), ROUGE STEEL COMPANY, a Delaware corporation (the
"Borrower"), the financial institutions party hereto (collectively with the
Agent (defined below), the "Banks") and BANK ONE, MICHIGAN, a Michigan banking
corporation, as agent for the Banks (in such capacity, the "Agent").

                                    RECITALS

         A.      Holdings, the Borrower, the Agent and the Banks are parties to
a Credit Agreement dated as of December 16, 1997, as amended by the First
Amendment to Credit Agreement dated July 23, 1999, the Second Amendment to
Credit Agreement dated as of April 21, 2000, the Third Amendment to Credit
Agreement dated as of January 18, 2001, and as further amended by the Fourth
Amendment to Credit Agreement dated as of February 2, 2001 (as amended, and as
may be further amended, modified, or restated from time to time, the "Credit
Agreement").

         B.      Holdings and Borrower have informed Agent and the Banks that
they will satisfy the Obligations in full by March 16, 2001 through a
refinancing agented by Congress Financial Corporation.

         C.      Holdings and the Borrower desire to amend the Credit Agreement,
and the Agent and the Banks are willing to do so strictly in accordance with the
terms hereof.


                                      TERMS

         In consideration of the premises and of the mutual agreements herein
contained, the parties agree as follows:

                                    ARTICLE 1
                                    AMENDMENT

         1.1      The defined term "Modified Dominion of Funds Agreement" is
amended to read:

                                    "Modified Dominion of Funds Agreement" means
                  the Modified Dominion of Funds Agreement executed by Borrower
                  in the form attached as Exhibit E-1 to the Third Amendment,
                  which contains among other things, the requirement for
                  Borrower to establish a Collateral Account (as defined in the
                  Lockbox Agreement). Borrower's receipts will be collected in
                  the Collateral Account and provided that (a) Borrower has
                  $7,500,000 or more of availability under both its Borrowing
                  Base and Revolving Loan Commitments for the period from the
                  date of the Fifth Amendment through March 16,

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                  2001, (b) Borrower has $20,000,000 or more of availability
                  under both its Borrowing Base and Revolving Loan Commitments
                  on and after March 17, 2001, and (c) no Default or Event of
                  Default has occurred, receipts in the Collateral Account will
                  be released to Borrower on a basis reasonably satisfactory to
                  Agent and the lockbox bank. If Borrower is not entitled to the
                  amounts in the Collateral Account then Agent may, at the
                  direction of the Required Banks, apply all amounts received by
                  it from the Collateral Account to the Obligations in the order
                  and manner set forth in the Credit Agreement or as otherwise
                  approved by the Required Banks. Once Borrower is not entitled
                  to amounts in the Collateral Account it is permanently not
                  entitled to receive any amounts in the Collateral Account even
                  if it subsequently meets the conditions in (a) (b), and (c) of
                  this definition of Modified Dominion of Funds Agreement.


         1.2      The date "February 28, 2001" in the second to the last
sentence of Section 5.2 is amended to "March 31, 2001".


                                    ARTICLE 2
                                 REPRESENTATIONS

                  Each of Holdings and Borrower represents and warrants to the
Agent and the Banks that:

         2.1      The execution, delivery and performance of this Fifth
Amendment are within its powers, have been duly authorized and are not in
contravention with any law, of the terms of its Articles of Incorporation or
By-Laws, or any undertaking to which it is a party or by which it is bound.

         2.2      This Fifth Amendment is the legal, valid and binding
obligation of it, enforceable against it in accordance with the terms hereof.

         2.3      After giving effect to the amendments herein contained, the
representations and warranties contained in Section 4 of the Credit Agreement
and the representations and warranties contained in the other Loan Documents are
true on and as of the date hereof with the same force and effect as if made on
and as of the date hereof.

         2.4      Each of Borrower, Holdings, and QS Steel is, and after giving
effect to the incurrence of all indebtedness and obligations being incurred in
connection herewith and will be and will continue to be, Solvent.





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                                    ARTICLE 3
                           CONDITIONS OF EFFECTIVENESS

                  This Fifth Amendment shall become effective on the date that
each of the following has been satisfied to Agent's satisfaction:

         3.1      This Fifth Amendment shall be signed by Holdings, the
Borrower, Agent, and the Required Banks.

         3.2      Holdings, QS Steel, and Borrower have delivered such
additional documents, instruments, resolutions, etc., as Agent may reasonably
require.


                                    ARTICLE 4
                                  MISCELLANEOUS

         4.1      References in any Loan Document to the Credit Agreement shall
be deemed to be references to the Credit Agreement as amended hereby and as
further amended from time to time.

         4.2      Holdings and Borrower, jointly and severally, agree to pay and
to save the Agent harmless for the payment of all costs and expenses arising in
connection with the transactions contemplated by this Fifth Amendment, including
the reasonable fees of counsel to the Agent (Honigman Miller Schwartz and Cohn
LLP), consultants and advisers, and the fees, costs and expenses associated with
any appraisals conducted by the Agent or its agents. Holdings and Borrower agree
to cooperate, and to cause its Subsidiaries to cooperate, in all respects with
the Agent's consultants, advisers, appraisers, and their respective agents.

         4.3      Each of Holdings and Borrower acknowledge and agree that (i)
the Agent and the Banks have fully performed all of their obligations under the
Loan Documents and all documents executed in connection with the Loan Documents
and (ii) all actions taken by the Agent and the Banks are reasonable and
appropriate under the circumstances and within their rights under the Loan
Documents.

         4.4.      Each of Holdings and Borrower acknowledge that neither the
Banks nor their affiliates will, under any circumstances, be obligated to honor
any checks or other items presented to Banks or their affiliates for payment for
which there are insufficient available funds in the respective Borrower's
account, and Banks or their affiliates may return any such items so presented.

         4.5      Except as expressly amended hereby, each of Holdings and
Borrower agree that the Loan Documents are ratified and confirmed and shall
remain in full force and effect and that it has no set off, counterclaim or
defense with respect to any of the foregoing. Terms used but not defined herein
shall have the respective meanings ascribed thereto in the Credit Agreement.

         4.6 (a)  This Fifth Amendment constitutes each of Holdings', the
Borrower's and the Banks' entire understanding with respect to the subject
matter hereof. Modifications or



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amendments to this Fifth Amendment must be in writing and comply with Section
9.5 of the Credit Agreement in order to be effective. This Fifth Amendment is
governed by the internal laws of the State of Michigan (without regard to
conflicts of law principles). This Fifth Amendment is binding on each of
Holdings and Borrower and their respective successors, assigns, heirs, and
personal representatives and inures to Banks' benefit and the benefit of its
successors and assigns. If any provision of this Fifth Amendment conflicts with
any applicable statute or law, or is otherwise unenforceable, such offending
provision is null and void only to the extent of such conflict or
unenforceability, and is deemed separate from and does not invalidate any other
provision of this Fifth Amendment.

                  (b)      This Fifth Amendment is being entered into among
competent persons, who are experienced in business and represented by counsel
(or who have had the opportunity to be represented by counsel), and has been
reviewed by each of Holdings and Borrower and their counsel, if any. Therefore,
any ambiguous language in this Fifth Amendment will not necessarily be construed
against any particular party as the drafter of such language.

         4.7      This Fifth Amendment may be signed upon any number of
counterparts with the same effect as if the signatures thereto and hereto were
upon the same instrument.

         IN WITNESS WHEREOF, the parties signing this Fifth Amendment have
caused this Fifth Amendment to be executed and delivered as of the day and year
first above written.

                             ROUGE INDUSTRIES, INC.


                             By:  /s/ Gary P. Latendresse
                                -----------------------------------------------
                                     Gary P. Latendresse
                                     Vice Chairman And Chief Financial Officer


                             ROUGE STEEL COMPANY


                             By: /s/ Gary P. Latendresse
                                -----------------------------------------------
                                     Gary P. Latendresse
                                     Vice Chairman And Chief Financial Officer





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                               BANK ONE, MICHIGAN, as Agent, as Issuing
                               Bank and as a Bank


                               By:  /s/ William H. Canney
                                  ---------------------------------------------
                                          William H. Canney, Jr.
                                          First Vice President


                               COMERICA BANK


                               By:   /s/ Steven J. McCormack
                                     ------------------------------------------

                                     Name:  Steven J. McCormack
                                           ------------------------------------

                                     Title: Assistant Vice President
                                            -----------------------------------


[Signatures continued
 on following page]


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[Signatures continued
 from preceding page]

                               NATIONAL CITY BANK


                               By:  /s/ John R. DeFrancesco
                                  ---------------------------------------------

                                   Name: John R. DeFrancesco
                                        ---------------------------------------

                                        Title Vice President
                                             ----------------------------------



                           REAFFIRMATION OF AGREEMENTS


         The undersigned, while not a party to this Fifth Amendment, is a party
to various other guaranties, security agreements, documents, instruments, and
agreements with or in favor of Agent, for the benefit of the Banks (each, a
"Related Agreement" and collectively, the "Related Agreements"). In order to
induce Agent and the Banks to enter into the Fifth Amendment set forth above,
the undersigned (1) acknowledges and agrees that all of its respective Related
Agreements remain in full force and effect and are hereby ratified, confirmed,
approved and, extend to and cover all of the obligations described in the Fifth
Amendment; (2) consents to all of the terms and conditions of the Fifth
Amendment; (3) if it has executed a guaranty in Lender's favor, it acknowledges
and agrees that its guaranty (and the collateral security therefor) extends to
and covers all of Borrower's obligations to Agent and the Banks, including those
arising under, in connection with, or described in the Fifth Amendment; (4) it
acknowledges and agrees that the fact that Agent has sought this reaffirmation
does not create any obligation, right, or expectation that Agent will seek its
consent to or reaffirmation with respect to any other or further amendments or
modifications to the relationship between it, the Banks and Borrower or any
other party; and (5) acknowledges and agrees that the references to it in the
Related Agreements (including in its Guaranty) as being a Delaware corporation
are amended to read that it is a Michigan corporation.

QS STEEL INC.


By:  /s/ Gary P. Latendresse
   -----------------------------------------
         Gary P. Latendresse
         President


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