EXHIBIT 10.44 ------------- THIRD AMENDMENT TO THE RES-PBGC MEMORANDUM OF UNDERSTANDING DATED NOVEMBER 2, 1998 THIS THIRD AMENDMENT to the RES-PBGC Memorandum of Understanding by and between the Pension Benefit Guaranty Corporation and RES Holding...

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EXHIBIT 10.44
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                  THIRD AMENDMENT TO THE RES-PBGC MEMORANDUM OF
                      UNDERSTANDING DATED NOVEMBER 2, 1998

         THIS THIRD AMENDMENT to the RES-PBGC Memorandum of Understanding by and
between the Pension Benefit Guaranty Corporation and RES Holding Corporation is
made and entered into as of the 22nd day of March, 2000, by and between the
Pension Benefit Guaranty Corporation and Republic Technologies International,
LLC.

                                   WITNESSETH
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WHEREAS, by last signature dated November 2, 1998, RES Holding Corporation
("RES") and the Pension Benefit Guaranty Corporation ("PBGC") entered into a
Memorandum of Understanding ("MOU"); and

WHEREAS, all events under clauses (i) and (ii) of Section 1 of the MOU have
occurred, including the Combination of RES and RESI under a common ultimate
parent, such ultimate parent being Republic Technologies International, LLC
("RTI"); and

WHEREAS, under the MOU, RTI must make certain "Required Contributions,"
including a payment of $7,500,000 on January 1, 2000; and

WHEREAS, effective December 29, 1999, RTI and PBGC executed an Amendment of the
MOU under which PBGC agreed to allow RTI to defer $5,500,000 of the January 1,
2000 payment until March 15, 2000;

WHEREAS, effective March 15, 2000, RTI and PBGC executed a Second Amendment of
the MOU under which PBGC agreed to allow RTI to defer the $5,500,000 payment
until March 22, 2000;

NOW THEREFORE, RTI and PBGC agree to the following:

1. Subsections (b) and (c) of section 3 of the MOU are further amended as
follows:

         (a)      to change the new row added by the Amendment to each table,
                  with the words "no later than 3/22/00" in the contribution
                  "Date" column, to read "no later than 3/29/00."


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2. Except as the MOU is modified by this Third Amendment, the MOU remains
unchanged and in full force and effect, and the parties hereby ratify and affirm
the MOU as modified hereby.

IN WITNESS WHEREOF, the parties have signed and agreed as of the date first
written above.



                                            PENSION BENEFIT GUARANTY CORPORATION




Date: March 22, 2000                By: /s/ Xxxxxx Xxxxxxxxx
      --------------                    --------------------
                                       XXXXXX XXXXXXXXX, CHIEF NEGOTIATOR
                                       AND DIRECTOR CORPORATE FINANCE AND
                                       NEGOTIATIONS DEPARTMENT





                                    REPUBLIC TECHNOLOGIES INTERNATIONAL,LLC




DATE:  March 22, 2000               BY: /s/ XXXXXX X. XXXXXXXX
      ---------------                   ----------------------

                                    ITS:

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