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                                                                   Exhibit 10.13


CONFIDENTIAL TREATMENT REQUESTED
UNDER C.F.R. SECTIONS
200.80(b)(4), 200.83 and 230.406

*** INDICATES OMITTED MATERIAL THAT
IS THE SUBJECT OF A CONFIDENTIAL
TREATMENT REQUEST FILED
SEPARATELY WITH THE COMMISSION



                             ROUNDS SUPPLY AGREEMENT

                                  by and among

                        REPUBLIC ENGINEERED PRODUCTS, LLC

                                       and

                               LORAIN PIPE MILLS,

            an unincorporated unit of the Tubular Products Division,

                         United States Steel Corporation

                                       and

                         UNITED STATES STEEL CORPORATION




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                                TABLE OF CONTENTS

ARTICLE I - DEFINITIONS ...................................................    1
1.1    General ............................................................    1
1.2    Certain Defined Terms ..............................................    1

ARTICLE II - ROUND SALES ..................................................    2
2.1    Forecasts. .........................................................    2
2.2    Quantities. ........................................................    3
2.3    Prices .............................................................    4
2.4    Orders .............................................................    5
2.5    Payment ............................................................    6
2.6    Delivery, Title and Risk of Loss ...................................    6
2.7    Terms and Conditions of Sale .......................................    7
2.8    Warranty. ..........................................................    7
2.9    Most Favored Customer ..............................................    8
2.10   Cross Default; Right of Set-off ....................................    9
2.11   Mill Scale; Scrap                                                       9

ARTICLE III - TERM AND TERMINATION ........................................   11
3.1    Term ...............................................................   11
3.2    Termination ........................................................   12

ARTICLE IV - MISCELLANEOUS ................................................   12
4.1    Intent of Agreement. ...............................................   12
4.2    Payment Errors .....................................................   12
4.3    Dispute Resolution .................................................   13
4.4    Audit. .............................................................   13
4.5    Confidentiality. ...................................................   14
4.6    Severability. ......................................................   15
4.7    Rights and Remedies; No Consequential Damages ......................   15
4.8    Costs and Expenses .................................................   15
4.9    Notices. ...........................................................   15
4.10   Assignment. ........................................................   16
4.11   Counterparts .......................................................   17
4.12   Entire Agreement ...................................................   17
4.13   Headings. ..........................................................   17
4.14   Governing Law. .....................................................   17
4.15   No Third Party Rights ..............................................   17
4.16   Waiver and Amendments ..............................................   17
4.17   Force Majeure. .....................................................   18

SCHEDULE A: Prices
SCHEDULE A - ANNEX: Price Adjustments
SCHEDULE B: Seller's Standard Terms and Conditions of Sale
SCHEDULE C: Weight Calculation
SCHEDULE D: TQR-09-02-LC


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                             ROUNDS SUPPLY AGREEMENT

         THIS ROUNDS SUPPLY AGREEMENT made effective as of August 16, 2002 (the
"Effective Date"), by and among REPUBLIC ENGINEERED PRODUCTS, LLC, a _______
limited liability company (hereinafter referred to as "Seller" or "Republic"),
LORAIN PIPE MILLS, an unincorporated unit of the Tubular Products Division of
United States Steel Corporation ("Buyer" or "LPM") and United States Steel
Corporation, a Delaware corporation ("USS").

                              W I T N E S S E T H:

         WHEREAS, Buyer desires to obtain a reliable and continuing source of
rounds for its pipe/tubemaking facility in Lorain, Ohio (hereinafter referred to
as the "Pipemill"); and

         WHEREAS, Seller desires to supply to Buyer rounds produced by Seller at
its Lorain Works facility, in accordance with the terms and conditions set forth
herein; and

         WHEREAS, the parties hereto wish to enter into this Rounds Supply
Agreement (this "Agreement") setting forth, inter alia, the terms and conditions
relating to Seller's agreement to sell to Buyer, and Buyer's agreement to
purchase from Seller, Rounds (as defined herein), all upon and subject to the
terms and conditions as herein provided.

         NOW, THEREFORE, Seller, Buyer and USS hereby agree as follows:


                             ARTICLE I - DEFINITIONS

         1.1 General.


         Each capitalized term used herein shall have the meaning assigned to it
in this Agreement (including the Schedules hereof) or as set forth in this
Article I.

         1.2 Certain Defined Terms.

         As used herein, the following terms shall have the meanings set forth
below:

         "Coke Supply Agreement" means the Coke Supply Agreement effective of
even date herewith by and between Seller and USS.

         "Late Payment Rate" means [***].

         "Lorain Pipe Mills" or "LPM" means USS Tubular Products Division's
Pipemill facility in Lorain, Ohio, located adjacent to the Lorain Works.


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         "Lorain Works" means Seller's steelmaking facilities located in Lorain,
Ohio, which facilities produces, inter alia, Rounds.

         "LPM Mills" means the LPM No. 3 Seamless Mill that utilizes Rounds that
equals or exceeds 10 1/2 " (OD) and the LPM No. 4 Seamless Mill that utilizes 6"
(OD) Rounds.

         "Pellet Supply Agreement" means the Pellet Supply Agreement effective
of even date herewith by and between Seller and USS.

          "Person" means any individual, partnership, joint venture, firm,
corporation, limited liability company, association, trust or other entity or
government or political subdivision or any agency, department or instrumentality
thereof.

         "Rounds" means continuously cast carbon steel rounds, high strength
steel rounds and alloy steel rounds of the type produced by Seller at the Lorain
Works which are of the dimensions and chemistry set forth in Schedule D and meet
the specifications set forth in Buyer's orders (and/or USS's orders, as the case
may be) as acknowledged by Seller hereunder. Such term also includes steel
rounds of the above described type and specifications that Buyer purchases from
third party sources of supply.

         "RTI" shall mean Republic Technologies International, LLC. the prior
owner and operator of Lorain Works.

         "Seller's Standard Terms and Conditions of Sale" means the terms and
conditions set forth on Schedule B.

         "Services Agreement" means the Administrative and Utility Services
Agreement dated August 16, 2002 by and between Buyer and Seller.

         "Tons," "net ton" and "NT" each means 2,000 pounds avoirdupois in
weight.

         "Specification" means the TQR-09-02-LC specifications set forth in
Schedule D, as the same may be amended from time to time by mutual agreement of
the parties.


                            ARTICLE II - ROUNDS SALES

         2.1 Forecasts.

         During the term of this Agreement, Buyer will provide Seller with
written forecasts of the quantity of Rounds for which it anticipates placing
orders hereunder for the following periods at the stated intervals:

         (a) An annual forecast of the quantity of Rounds desired for each
calendar year not later than October 1 immediately prior to the commencement of
such year; provided, however,



                                       2


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that Buyer shall provide Seller with a supplement updating its annual forecast
if, at any time during the covered year, such forecast changes materially.

         (b) A quarterly forecast of the quantity, by LPM Mill, of Rounds
desired for each month of the succeeding calendar quarter not later than 30 days
prior to the commencement of such quarter.

         (c) It is understood that Buyer's forecasts provided in accordance with
this Section 2.1 are for the purpose of facilitating production, scheduling and
delivery of Rounds and are not binding upon Buyer.

         2.2 Quantities.


         (a) Subject to the terms hereof, Seller agrees to sell, and Buyer
agrees to buy Rounds for use at the Pipemill. During each calendar quarter that
this Agreement is in effect, Seller shall sell to Buyer and Buyer shall purchase
from Seller [***] of the first [***] Tons of Buyer's requirements for Rounds
(which requirements shall be determined on a consumption basis as provided in
Section 2.2 (c) below) for use at the Pipemill during such calendar quarter, at
the price(s) (according to melt line of Rounds purchased) set forth in Section
2.3 "Prices" hereof; provided, however, that Seller shall not be obligated to
supply greater than [***] Tons of Rounds to Buyer in any single month.

         (b) It is further agreed that during each calendar quarter that this
Agreement is in effect, Buyer shall have the right to purchase from third party
sources of supply (without obligation or liability to Seller) the following
quantities of Rounds for use at the Pipemill: (a) up to [***] of the first [***]
Tons of Buyer's requirements for Rounds, (b) all of Buyer's remaining
requirements for Rounds in excess of [***] Tons and (c) such quantity (or Tons)
of cover Rounds as are purchased by Buyer from third party sources pursuant to
Buyer's exercise of its cover rights under Section 2.8 "Warranty" of this
Agreement.

         (c) For purposes of this Agreement, the parties agree that Buyer's
obligation to purchase [***] of the first [***] Tons of it's requirements for
Rounds during each calendar quarter from Seller shall be determined on a
consumption basis by combining the following tonnages during each quarterly
period: (a) the total Tons of Rounds purchased from Seller by Buyer and consumed
at the Pipemill, plus (b) the total Tons of Rounds in Buyer's inventory as of
the effective date of this Agreement that were purchased from RTI and consumed
by Buyer in the given quarter, plus (c) total Tons (if any) of cover Rounds
purchased by Buyer from third party sources and consumed at the Pipemill,
pursuant to Buyer's exercise of its cover rights under Section 2.8 "Warranty" of
this Agreement. Thus, Buyer's purchase obligation to Seller during each calendar
quarter hereunder shall be deemed satisfied where the sum of (a), (b) and (c) is
equal to (at least) [***] of the first [***] Tons of Buyer's requirements for
Rounds for the calendar quarter involved.

         (d) Buyer may consume Rounds from a third party without violation of
its quarterly requirement obligations under Section 2.2(a) above during the term
of this Agreement in response to a reduction, loss or disruption of Rounds
supply from Seller, such as that caused by


                                       3


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or resulting from an event of Force Majeure or a temporary or permanent
disruption, or shutdown of Rounds production operations at the Lorain Works.

         (e) For purposes of verifying compliance with Buyer's purchase
obligations to Seller under this Section 2.2, Buyer shall provide to Seller a
written report covering consumption of Rounds for each calendar quarter during
the term hereof, setting forth the Tons of Rounds consumed at the Pipemill and
further identifying the quantity of such consumed Rounds and their source (i.e.
Seller or Third Party). For purposes of this Agreement, Rounds that were
purchased from RTI will be considered as Rounds supplied by Seller.

         (f) In addition to the foregoing, USS may also purchase Rounds from
Seller meeting the Specifications at the prices set forth in Schedule A for use
at USS's Fairfield, Alabama pipemaking facility.

         2.3 Prices.

         (a) For all orders of Rounds placed hereunder, Buyer shall pay Seller
purchase prices equal to the prices set forth on Schedule A of this Agreement.
The listed prices, as adjusted in accordance with Schedule A - Annex, shall be
in effect through [***], subject to the following:

              (i)    If, from the Effective Date through [***], Buyer purchases
                     Rounds in excess of an average of [***] Tons ([***] Tons
                     for the month of [***]) per calendar month (for each such
                     month, the "Monthly Excess"), the purchase price for such
                     Monthly Excess shall be reduced by the amount of $[***] per
                     Ton; and

              (ii)   If Buyer and USS together purchases Rounds in excess of
                     [***] Tons during the [***], Seller will rebate to Buyer
                     $[***] per net ton on all tons shipped in [***]. This
                     rebate will be paid once [***] tons of shipments have been
                     achieved. Buyer will offset payment to Seller, and if the
                     credit exceeds the available offset amount, the Seller will
                     make payment to Buyer by the [***].

         (b) If for three consecutive months during the term of this Agreement,
the price of molybdenum falls below $[***] per pound or increases above $[***]
per pound, as evidenced by the arithmetic average of the high and low monthly
prices for dealer oxide as published in the first issue of the following month
in Platts Metals Week, the parties agree to meet to discuss a suitable future
surcharge (in the case of a price increase), or future reduction (in the case of
a price decrease), to the price of the appropriate Melt Lines listed on Schedule
A. A price adjustment for molybdenum shall not be added to or subtracted from
the Rounds purchase price, but shall be treated as a separate line item as a
surcharge or reduction.

         (c) The weights used for purposes of determining the amount of Rounds
actually sold hereunder shall be calculated on the basis set forth in Schedule
C, and such weights shall be conclusive as to the quantities of Rounds sold
hereunder, and such weight calculation shall exclusively govern and be used for
billing and payment purposes; provided, however, that if


                                       4


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         Buyer should encounter material discrepancies between weights so
determined and weights measured by Buyer, Buyer and Seller shall meet to discuss
reasons for such discrepancies and whether remedial action is necessary.

         2.4. Orders.

         (a) The following procedures shall be used by the parties for ordering
Rounds:

              (i)    Rounds. (A) On or before the 10th day of each month during
                     the term hereof, Seller will furnish Buyer with Seller's
                     tentative schedule for producing Rounds for the next
                     succeeding month, based upon the forecasts provided by
                     Buyer pursuant to Section 2.1; (B) after receipt by Buyer
                     of Seller's schedule for producing Rounds, Buyer shall, on
                     or before the fifteenth day of each such month, submit to
                     Seller a forecast, by LPM Mill, of the number of Rounds
                     heats required to melt for Rounds to be delivered in the
                     next succeeding month, said number of Rounds heats as may
                     be adjusted shall become final and binding on both parties
                     as of the last business day of such month; (C) on or before
                     the seventh day prior to the scheduled date for the
                     production of Rounds as set forth in subparagraph (A)
                     above, Buyer will issue to Seller a written order, which
                     shall be conclusive, final and binding on both parties,
                     setting forth the number of heats of each grade
                     specification and number of rounds required by Rounds
                     Billet Number, for each Rounds size. All orders for Rounds
                     that are received after the seventh day prior to the
                     scheduled date for the production of Rounds or, if
                     accepted, would cause the amount of Rounds purchased
                     hereunder to exceed [***] Tons in any given month (X) shall
                     be subject to acceptance or rejection by Seller, (Y) can be
                     rejected by Seller for any reason or no reason, and (Z)
                     shall not be binding on Seller until accepted.

         (b) Within seven business days of Seller's receipt of any order from
Buyer, or prior to the scheduled date of production, whichever is earlier,
Seller shall e:mail Buyer the quantity and specification of Rounds which Seller
will deliver to Buyer and the anticipated delivery dates. Any proposed changes
by Seller from Buyer's order shall be negotiated by the parties before
acknowledgement. If Seller has the right to reject such order pursuant to
Section 2.4(a), Seller will acknowledge in writing that that Seller rejects such
order.

         (c) Seller will only be required to produce a requested size of ordered
Rounds twice per month per LPM Mill at a minimum of ten heat quantity for 6"
Rounds and twelve heat quantity for larger Rounds. Seller may deliver to Buyer
during any month a quantity of Rounds that exceeds Buyer's orders for such month
by up to the next whole heat (on a grade page/Round size combination), and Buyer
shall be obligated to accept such excess quantity as if, and to the same extent
as, such excess quantity had been ordered by Buyer.

         (d) Notwithstanding the foregoing, Seller shall use reasonable efforts
to minimize excess Rounds production. By way of example, if Buyer orders 7.6
heats of a grade



                                       5


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page/Rounds size combination, Buyer will be obligated to accept a quantity up to
8.0 heats on such grade page/Rounds size combination.

(e) Prices are based on minimum two-heat sequence per melt line per size. Seller
will agree to supply a maximum of [***] as single heats in any given calendar
quarter, not to exceed [***] in any single month (based upon single heats
ordered), at no additional charge. If the maximum levels stated above are
exceeded, the Buyer will be invoiced separately each calendar quarter an extra
for single heats of $[***] per ton for 6" Rounds and $[***] per ton for 10.5"
and larger Rounds. Buyer will pay the amount due under this subparagraph on the
next Payment Date as defined in Section 2.5 below.

         2.5 Payment.

         (a) For each railroad car of Rounds loaded for Buyer, Seller shall
create a computer file ("Manifest Sheet") containing the shipped date, manifest
number, roll order number, heat number and number of pieces. The Manifest Sheet
shall be transferred to Buyer's pipe computer system by electronic data
transfer. Buyer shall pay Seller via wire transfer, the net amount due per such
Manifest Sheet in accordance with the payment provisions set forth in Section
2.5(b) below.

         (b) Subject to Section 2.10 below, payment shall be made for each
Settlement Period (as hereinafter defined) on the Payment Date (as hereinafter
defined). A "Settlement Period" shall be the period falling from [***] (the
"First Settlement Period") and the period from [***] ("the "Second Settlement
Period"). On the day following each Settlement Period (the "Settlement Date")
(i.e. [***]), Buyer shall provide to Seller a summary of all payments to be made
on the Payment Date. The Payment Date for the First Settlement Period shall be
on the immediately succeeding [***] and the Payment date for the Second
Settlement Period shall be on the immediately succeeding [***]. In the event a
Payment Date falls on a holiday, The Payment Date shall be the day immediately
following. Any deliveries of Rounds which are not on a Manifest Sheet provided
by Seller prior to the otherwise applicable Settlement Period (e.g., due to
delays in the normal cycle) will be settled in the next Settlement Period.

         (c) For purposes of this Section 2.5, any and all references to Buyer
shall mean and include, as applicable, USS.

         2.6 Delivery, Title and Risk of Loss.

         (a) Delivery of Rounds to Buyer shall take place at the handoff between
the N&T Railroad and IRSS, unless otherwise agreed, or in such manner or at such
other place as shall be agreed upon by the parties in writing prior to the
shipment of Rounds. Title and risk of loss and damage to the Rounds shall pass
from Seller to Buyer when the Rounds are delivered in accordance with this
Section 2.6(a). Seller shall be responsible for truck detention and/or rail
demurrage charges incurred by Buyer which arise out of delays to carrier
equipment at Lorain Works receiving shipments of Rounds ordered hereunder which
have been scheduled by Seller, it being understood that Seller will ordinarily
schedule such shipments. Seller shall accept direct billing from carriers for
any such detention and/or demurrage.


                                       6


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         (b) Delivery of Rounds to USS shall take place F.O.B. railcar at the
mainline carrier interface, unless otherwise agreed, or in such manner or at
such other place as shall be agreed upon by the parties in writing prior to the
shipment of Rounds. Title and risk of loss and damage to the Rounds shall pass
from Seller to USS when the Rounds are delivered in accordance with this Section
2.6(b). Seller shall be responsible for truck detention and/or rail demurrage
charges incurred by USS which arise out of delays to carrier equipment at the
Lorain Works receiving shipments of Rounds ordered hereunder which have been
scheduled by Seller, it being understood that Seller will ordinarily schedule
such shipments. Seller shall accept direct billing from carriers for any such
detention and/or demurrage.

         2.7 Terms and Conditions of Sale.

         (a) Seller's Standard Terms and Conditions of Sale set forth in
Schedule B shall govern the purchase and sale of Rounds hereunder except to the
extent that a provision of this Agreement otherwise applies.

         (b) In the event of a conflict between the terms and conditions of this
Agreement and the terms or conditions contained in any notice, shipment,
specifications, purchase order, sales order, acknowledgment or other document
which may be used in connection with the transactions contemplated by this
Agreement, the terms and conditions of this Agreement shall supersede and
govern, unless expressly waived in accordance with Section 4.16. In the event of
a conflict between the terms and conditions of this Agreement and the terms or
conditions contained in any Schedule or Annex hereto, the terms and conditions
of this Agreement shall supersede and govern.

         2.8 Warranty.

         (a) Seller warrants that the Rounds supplied hereunder shall be (i) in
full conformity with the Specifications and with Buyer's orders, (ii) free from
defects in material and workmanship, (iii) of good quality, and (iv) fit and
sufficient for use at Buyer's Pipemill (or USS's Fairfield Works, as applicable)
for the production of seamless pipe.

         (b) Seller agrees that it will maintain adequate internal quality
management system controls, including but not limited to documented procedures,
process monitoring, testing and inspection to guarantee that Buyer receives
Rounds meeting the warranty set forth in Paragraph (a) above. Seller shall
submit to Buyer, within twenty four (24) hours of each occurrence, a written
report documenting such occurrence of nonconformance with Seller's process. Such
report shall also include Seller's action plan to prevent nonconforming Rounds
that may result from such nonconformance from being shipped to Buyer. Buyer's
representative shall be permitted unrestricted access to Lorain Works at all
times during the production of Rounds to conduct an audit and to monitor
operations and Buyer's representative shall also be permitted access to Lorain
Works to review Seller's quality records relating to the production of Rounds.

         (c) When Rounds are supplied by Seller that are not in conformance with
the warranty set forth in Section 2.8.(a) above and such non-conformance is
determined by Buyer to


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be caused by steelmaking, casting, cutting or the maintenance of traceability,
including but not limited to failure to meet the Specifications, gross or
excessive seams, laps, cracks, porosity, flux entrapment, inclusions, and
non-metalics exceeding commercially acceptable levels for the melt line, mixed
steel, or any other quality problem that may cause damage to Buyer's equipment
or present a risk of harm to Buyer's personnel during processing, Buyer shall
provide a written disqualification notice to Seller notifying Seller of Buyer's
intent to disqualify the affected product line from Buyer's requirements
obligations hereunder. Seller shall have five (5) days to investigate the
identified warranty problem and to cure the problem or to provide Buyer
assurances that the problem will be remedied and which remedy is sufficiently
satisfactory to Buyer to cause Buyer to cancel disqualification notice, which
cancellation shall not be unreasonably withheld. In the event Seller fails to
correct the problem or provide Buyer such assurances during the cure period,
this Agreement shall continue with the Buyer's requirements to purchase Rounds
modified as set forth below until such time as Seller shall again meet the
quality and service criteria set forth herein.

              (i)    Buyer may purchase Rounds in the disqualified product line
                     from any third party supplier and the quantity of Rounds
                     Buyer is required to purchase from Seller under Section 2.2
                     above shall be reduced by the quantity of Rounds Buyer
                     purchases and consumes from such third party.

         (d) In the event that Seller supplies Rounds to Buyer that do not
conform to the specifications as identified in Buyer's orders or the
Specifications hereunder, Buyer shall notify Seller of such non-conformity.
Seller will reimburse Buyer for all of Buyer's costs and expenses associated
with identifying, sorting and testing non-conforming Rounds and suspected
non-conforming Rounds including third party inspection and testing costs and
expenses (including all transportation costs associated with transportation to
and from customer's or third party inspector's facilities), subject to prior
Buyer notification and approval.

         (e) For purposes of this Section 2.8, any and all references to Buyer
shall mean and include, as applicable, USS.

         2.9 Most Favored Customer.

         If, during the term of this Agreement, Seller sells and/or agrees to
sell Rounds produced at the Lorain Works of similar specifications in similar
quantities to any third party, under substantially similar circumstances and
conditions, at prices and/or upon terms and/or conditions which are more
favorable than those effective pursuant to this Agreement (a "More Favorable
Sale"), then Seller shall immediately notify Buyer, and offer to extend to Buyer
under this Agreement such more favorable prices, terms and/or conditions (up to
the quantity of Rounds sold in the More Favorable Sale). Notwithstanding the
foregoing, in the event Buyer does not purchase [***] tons in the calendar
quarter, Seller may sell such quantity of Rounds it produces during such
calendar quarter in reliance on such quarterly forecast to third parties up to
the amount equal to the difference between such forecast quantity and the
quantity actually purchased in such calendar quarter by Buyer and/or USS, and
such sale will not be deemed a more favorable sale under the provisions of this
Section 2.9; provided, that such sale is a new



                                       8


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order from an existing party or a third party obtained by Buyer for the purpose
of selling the difference in the forecast and purchased quantities set forth in
the previous sentence.

         2.10 Cross Default; Right of Set-off.

         (a) The parties hereby agree that Buyer's obligations to make payments
to Seller hereunder for Rounds during each Settlement Period are expressly
conditioned upon and subject to the prior satisfaction in full by Seller of any
and all of its payment obligations to USS under the Coke Supply Agreement, the
Pellet Supply Agreement and the Services Agreement.

         (b) Only in the event of a payment default by Republic, which is
defined as any failure by Republic at any time to make a payment when due under
Section 2.5 of the Pellet Supply Agreement, Section 2.6 of the Coke Supply
Agreement and/or Section 3.2 of the Services Agreement (for any reason other
than exercising its rights upon a payment default by LPM), LPM and/or USS may
(a) defer payment of any amounts due for Rounds hereunder until such time as any
and all delinquent amounts due and owing USS under the Services Agreement,
Pellet Supply Agreement and/or the Coke Supply Agreement (the "Delinquent
Amount") are paid, and/or (b) deliver to Republic a "Notice of Intent to Effect
Set-off." Provided that Republic has not remitted to USS the Delinquent Amount
within 5 days of Republic's receipt of the Notice of Intent to Effect Set-off,
LPM and/or USS may, on the 5th day following the delivery of such Notice,
set-off the Delinquent Amount against the amounts owed by LPM and/or USS to
Republic hereunder for Rounds as of the date of such Notice. Interest on the
Delinquent Amount shall accrue at the Late Payment Rate specified in this
Agreement.

         (c) Notwithstanding any provision herein to the contrary, in the event
that (i) LPM ceases operation at the Pipemill either on a temporary or permanent
basis or (ii) USS enters into an agreement to sell or otherwise transfer
ownership of the Pipemill assets or operations to a third party, then LPM and/or
USS shall have the express, immediate and continuing right to set-off any and
all amounts owed by LPM and/or USS to Republic hereunder against any and all
amounts owed by Republic to USS under the Coke Supply Agreement, the Pellet
Supply Agreement and/or the Services Agreement. In addition to the set-off right
contained in the immediately preceding sentence, Buyer and USS may also
substitute new or revised payment terms and conditions for the payment terms
which are then in effect hereunder.

         (d) Republic hereby agrees to continue to perform fully its obligations
hereunder and under the Coke Supply Agreement, the Pellet Supply Agreement and
the Services Agreement notwithstanding the exercise by USS of any of its rights
hereunder.

         2.11 Mill Scale; Scrap.

         (a) Mill Scale. LPM will deal directly with Stein or other third party
for the handling of mill scale. Republic will have no right, title, interest,
ownership, obligation or liability in, to or in connection with such mill scale
generated by LPM.

         (b) Vehicle Scrap. LPM will not send vehicle scrap to Republic.



                                       9

<PAGE>



         (c) Miscellaneous Scrap. With regard to other steel scrap (e.g., crop
ends, test coupons, burned-to-length scrap and the like) ("Miscellaneous Scrap")
generated by Buyer, the following procedures shall apply:

              (i)    Where rail access is readily available, LPM will load the
                     Miscellaneous Scrap onto rail cars used to deliver the
                     Rounds to LPM hereunder, at which time ownership of such
                     Scrap shall pass to Republic, and LPM shall have no further
                     claim, right, title, interest, obligation or liability in,
                     to or in connection with such Scrap. Republic shall pay LPM
                     for the Miscellaneous Scrap [***] received from the Lake
                     Terminal scale. All costs associated with the
                     transportation and weighing of such Scrap shall be borne by
                     Republic;

              (ii)   Where rail access is not readily available, LPM will load
                     the Miscellaneous Scrap into scrap boxes ("Boxes") provided
                     and maintained by LPM. When a Box is full, LPM will arrange
                     for delivery of such Box to Republic, with the costs of
                     such delivery to be borne by LPM. Republic shall pay to LPM
                     the amount set forth below for the Miscellaneous Scrap
                     [***], as measured on the truck scales located at the
                     Stein, Inc. Lorain, Ohio facility, with the costs of such
                     weighing to be borne by LPM. Ownership of the Miscellaneous
                     Scrap shall pass to Republic upon delivery of such Scrap to
                     Republic, and LPM shall have no further claim, right,
                     title, interest, obligation or liability in, to or in
                     connection with such Scrap.

              (iii)  For Miscellaneous Scrap Republic will pay to LPM an amount
                     equal to the arithmetic average of the low and high scrap
                     prices for the Chicago, Cleveland and Pittsburgh areas for
                     plate and structural 5' maximum, as published by American
                     Metal Market on the fifth working day of the month such
                     scrap is delivered, less $[***] per Gross ton for handling.

              (iii)  LPM agrees to prepare the Miscellaneous Scrap to lengths of
                     approximately 5 feet or less, and will segregate carbon
                     versus alloy wherever possible.

         (d) LPM will provide to Republic a monthly Metals Balance setting forth
quantity of scrap sold to Republic under this Sections 2.11(b) and (c). All
amounts payable to LPM by Republic under this Section 2.11 shall be paid as a
credit taken by LPM on a monthly basis against amounts due to Republic under
Section 2.5 .

         (e) Terms of Sale. All Miscellaneous Scrap sold to Republic hereunder
shall be delivered pursuant to the terms and conditions contained in LPM's order
acknowledgement and IS SOLD AS IS, WITHOUT ANY WARRANTIES OR GUARANTEES
WHATSOEVER. LPM makes no, and hereby disclaims any and all, representations,
warranties or guaranties, whether express or implied, including without
limitation, warranties as to the condition,


                                       10

<PAGE>


composition or other physical characteristics of such materials and any implied
warranties of merchantability or fitness for a particular purpose. All such
material is being transported for recycling purposes as defined in applicable
tariffs and other laws, rules and regulations.


                       ARTICLE III - TERM AND TERMINATION

         3.1 Term.

         This Agreement shall be effective as of the date set forth in the
preamble hereto and shall remain in full force and effect through [***], unless
terminated earlier as follows:

              (i)    By written mutual consent of the parties at any time;

              (ii)   By either party if Seller permanently ceases production of
                     Rounds or Buyer ceases to operate the Pipemill; provided,
                     that Buyer or Seller, as the case may be, will give the
                     other immediate notice if it intends to cease, or
                     anticipates cessation of, such production or operations;

              (iii)  By either party if the other party is in default under any
                     of the provisions of this Agreement and fails to correct
                     such default within 60 days of written notice of such
                     default;

              (iv)   By Seller if Buyer at any time fails to make any payment
                     when due under the terms of this Agreement; or

              (v)    by Buyer, upon 30 days' prior written notice, if Seller
                     terminates the Coke Supply Agreement, the Pellet Supply
                     Agreement or the Services Agreement for any reason other
                     than default of USS thereunder.

In addition to the rights of Buyer to terminate this Agreement pursuant to
subsection (v) above, USS shall have the right, upon the occurrence of any of
the events set forth therein, (X) to suspend production and/or refuse to make
further shipments or deliveries of coke (including without limitation Coke)
and/or Pellets or otherwise suspend its further performance under the Coke
Supply Agreement, the Pellet Supply Agreement and/or the Services Agreement or
(Y) to declare immediately due and payable all then outstanding and unpaid
invoices covering coke (including without limitation Coke) and/or Pellets
previously delivered under the Coke Supply Agreement and/or the Pellet Supply
Agreement.

In addition to its other remedies set forth elsewhere herein and as provided
under applicable law, upon notice to Republic, LPM and/or USS may withhold and
retain from time to time out of monies due Republic hereunder, amounts
sufficient to fully reimburse and compensate Buyer and/or USS for any loss or
damage which it sustains, or may sustain, as a result of any default or any
breach by Republic of any of the provisions of the Coke Supply Agreement, the
Pellet Supply Agreement and/or the Service Agreement, or by reason of any other
claims LPM and/or USS may have against Republic under any other agreement
between them.


                                       11


<PAGE>



As used herein, "default" means failure of either party to perform, keep or
observe any material obligation, provision, warranty or condition contained
herein, unless such performance is otherwise excused by the terms of this
Agreement.

         3.2 Termination.

         (a) Seller and Buyer agree that upon and after termination of this
Agreement:

              (i)    All orders previously accepted by Seller hereunder, and
                     Buyer's obligation to pay for such orders, shall continue
                     in full force and effect.

              (ii)   Buyer shall remain obligated to make any payment that
                     became due and owed to Seller hereunder prior to
                     termination.

              (iii)  Liabilities and obligations of any party arising from any
                     act, omission, default or occurrence prior to termination
                     shall remain with such party.

              (iv)   The parties' rights and obligations under Sections 2.5,
                     2.8, 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.13, 4.16 and this
                     Article III shall survive the termination of this
                     Agreement.


                           ARTICLE IV - MISCELLANEOUS

         4.1 Intent of Agreement.

         The parties hereto intend that they shall mutually benefit from the
terms, conditions and provisions of this Agreement and that no party shall be
either unreasonably enriched or unreasonably harmed by any implementation and/or
interpretation of said terms, conditions and provisions. This Agreement shall be
administered and interpreted in order to fulfill the intent stated in this
Section 4.1. Any arbitrator(s) considering disputes pursuant to Section 4.3
hereof shall attempt to render a decision which fulfills the intent stated in
this Section 4.1.

         4.2 Payment Errors.

         (a) If either Buyer or Seller believes that there has been an error in
an amount paid or the timing of any payment hereunder, then such party shall
notify the other party of such alleged error and shall provide such written
evidence of the error as is available at the time of such notice. Each party
shall provide the other with sufficient records relating to the matter so as to
permit the parties to attempt to resolve the inconsistency.

         (b) Following the determination of whether an error occurred, any
overpayment or underpayment found shall be remedied, by the party that benefited
from such error.


                                       12


<PAGE>


         (c) Notwithstanding the foregoing, neither party may question the
accuracy, correctness, timing or amount of any payment under this Agreement
unless it notifies the other party of its disagreement within the 12 months
immediately following the date such payment was due.

         4.3 Dispute Resolution.

         At any time and from time to time, if the parties are unable to resolve
a dispute concerning Buyer's or Seller's performance or nonperformance of their
obligations under this Agreement (excepting any disputes excluded herefrom),
Buyer or Seller, as the case may be, shall provide written notice to the other
of such dispute as provided in Section 4.9 hereof. It is mutually agreed that
any default by LPM or USS in its payment obligations hereunder (or any dispute
relating thereto), and/or any dispute relating to LPM's or USS's exercise of its
rights under Section 2.10 hereof shall not be subject to (and are excluded from)
the provisions of this Section 4.3; it being agreed that any such excluded
disputes (as aforesaid) shall be pursued and adjudicated by the parties in a
court of competent jurisdiction. Any other dispute shall be resolved by using
the procedures for Mediation and Arbitration set forth below:

         (a) Mediation. At any time after a party has provided a written notice
of dispute to the other party, but prior to the time that either party commences
arbitration pursuant to Article 4.3(b) herein, the parties may agree to submit
the dispute to non-binding mediation under terms and conditions satisfactory to
both parties.

         (b) Arbitration. At any time after a party has provided a written
notice of dispute to the other party, including at any time during any
non-binding mediation agreed to by the parties, either party may submit the
matter in dispute to a pre-designated arbitrator or, in the event such
arbitrator has not been selected or is unavailable, to a three member arbitral
panel to which each Party shall appoint one member and those two members shall
appoint a third member. Such arbitration shall be governed by the CPR Rules for
Non-Administered Arbitration of Business Disputes. Pending the issuance of an
arbitral decision, the Parties shall continue their full and normal operations
and obligations in accordance with this Agreement. All arbitral awards for the
payment of money and/or for any retroactive adjustment of any interim prices
paid hereunder shall accrue interest at the Late Payment Rate starting from the
date on which any amount is due or the date on which the interim payment was
due.

         (c) Consent to Enforceability. Each of the Parties consents and agrees
that any arbitral award rendered pursuant to Subsection 4.3(b) shall be final,
non-appealable and binding against the Parties and their respective assets, and
may be enforced by any court of competent jurisdiction.

         4.4 Audit

         (a) Each party shall maintain such books and records as may be
reasonably necessary to verify amounts due under this Agreement and Buyer shall
maintain records to verify compliance with its requirement obligations under
Section 2.2 above. Such books and records shall be open to audit by the other
party's third party accounting firm during reasonable


                                       13

<PAGE>



business hours during the life of this Agreement and for a period of one (1)
years thereafter. The costs associated with such audit shall be paid by the
requesting party and the audit firm shall sign a confidentiality agreement
satisfactory to the party being audited.

         4.5 Confidentiality.

         (a) Buyer and Seller acknowledge that all information about the
businesses, properties, finances, prospects, marketing, processes, products,
methods, computer programs, procedures, machinery, apparatus or trade secrets
owned, or held or used (including under license from or agreement with third
parties) by the other that is disclosed to Buyer or Seller, as the case may be,
during the course of performing its obligations under this Agreement is the
property of, and is proprietary and confidential to the disclosing party (the
"Proprietary Information").

         (b) Buyer and Seller agree that they shall use reasonable efforts not
to make any disclosure of the other's Proprietary Information (including methods
or concepts utilized therein other than those commonly known to professionals in
the field) to any Person other than officers, employees and agents of and
consultants to Buyer or Seller to whom such disclosure is necessary or
convenient for performance of its obligations hereunder and except as may be
required by applicable legal requirements or by a court of competent
jurisdiction. Buyer and Seller shall appropriately notify each officer,
employee, agent and consultant to whom any such disclosure of the other's
Proprietary Information is made that such disclosure is made in confidence and
shall be kept in confidence by such Person.

         (c) Each of Buyer and Seller agrees to use diligent efforts in
accordance with customary and reasonable commercial practice and at least with
the same degree of skill and care that it would manifest in protection of its
own proprietary and confidential property to protect the other's Proprietary
Information.

         (d) Each of Buyer and Seller agrees to notify the other immediately in
the event that it becomes aware of the unauthorized possession or use of the
other's Proprietary Information (or any part thereof) by any third Person,
including any of its officers, employees, agents or consultants. Each of Buyer
and Seller further agrees to cooperate with the other in connection with its
efforts to terminate or prevent such unauthorized possession or use of such
Proprietary Information. Seller or Buyer, as the case may be, shall pay the
nonproprietary party's reasonable out-of-pocket expenses in so cooperating,
unless the unauthorized possession or use of the Proprietary Information
resulted from the fault or negligence of such nonproprietary party.

         (e) Notwithstanding any other provision of this Agreement, the
obligation of Buyer and Seller to maintain the confidentiality of the other's
Proprietary Information shall not apply to any portion of such Proprietary
Information that:

              (i)    was in the public domain at the time of Buyer's or Seller's
                     disclosure to the other;

              (ii)   enters the public domain through no fault of the
                     nonproprietary party;



                                       14



<PAGE>


              (iii)  was communicated to the nonproprietary party by a third
                     party free of any obligation of confidence known to the
                     nonproprietary party; or

              (iv)   was developed by officers, employees or agents of or
                     consultants to the nonproprietary party independently of
                     and without reference to the Proprietary Information;

provided, however, that Proprietary Information which is specific shall not be
considered to be within the exception provided by this Section 4.5(e) merely
because it is embraced by general information in the public domain; provided
further, that any combination of features within the Proprietary Information
shall not be deemed within such exception merely because individual features are
within the public domain, but only if the combination itself is within the
public domain.

         4.6 Severability.

         In case any one or more of the provisions contained in this Agreement
is adjudged to be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby, except to the
extent necessary to avoid an unjust or inequitable result.

         4.7 Rights and Remedies; No Consequential Damages.

         The rights and remedies granted under this Agreement shall not be
exclusive but shall be in addition to all other rights and remedies available at
law or in equity, including, but not limited to, claims for breach of contract,
except that Buyer and Seller agree that in no event shall either party be liable
to the other for any indirect, special or consequential damages or lost profits
as a result of a breach of any provision of this Agreement.

         4.8 Costs and Expenses.

         Each of Buyer and Seller shall bear its own expenses incurred in
connection with the negotiation, preparation and execution of this Agreement.

         4.9 Notices.

         All notices or other communications required or permitted by this
Agreement shall be effective upon receipt and shall be in writing and (i)
personally delivered, or (ii) mailed by registered or certified mail, return
receipt requested, or (iii) sent by overnight delivery service which provides
proof of delivery, or (iv) sent by telecopy, with a duplicated copy sent via
first class mail postage prepaid, addressed as follows:


                                       15


<PAGE>

                  If to Buyer:

                           Lorain PIPE MILLS
                           1807 East 28th Street
                           Lorain, Ohio  44055

                           Attn:  Manager, Lorain Tubular Operations
                           Facsimile:  (440) 277 - 3265

                  If to Seller:

                           REPUBLIC ENGINEERED PRODUCTS, LLC
                           3770 Embassy Parkway
                           Akron, Ohio  44333
                           Attention:  President & COO
                           Facsimile:  (330) 670 - 7034

                  If to USS:

                           UNITED STATES STEEL CORPORATION
                           Room 2001
                           600 Grant Street
                           Pittsburgh, PA  15219
                           Attention:  General Manager Tubular Products
                           Facsimile:  (412)433-3993

  or to such other address as hereafter shall be furnished as provided in this
  Section 4.9 by either of the parties hereto to the other.

         4.10 Assignment.

         (a) Except as provided in Section 4.10(c), neither party can without
the prior written consent of the other assign any of its rights or benefits or
delegate any of its duties or obligations under this Agreement, and any
attempted assignment or delegation which is not permitted under Section 4.10(c)
shall be null, void and without effect; provided, however, that Buyer may grant
a security interest in Buyer's rights, benefits, duties and obligations under
this Agreement without the consent of Seller. Buyer shall provided Seller
written notice of the granting or revision of any such security interest.

         (b) The rights, benefits, duties and obligations of each party hereto
shall inure to the benefit of, and be binding upon, any successors, assigns or
delegates permitted under Section 4.10(c).

         (c) Either party hereto may delegate any of its duties or obligations
under this Agreement to any Person, but except as otherwise provided in this
Agreement such party shall remain liable for the full performance of such duties
and obligations. Either party hereto may assign or delegate any of its rights,
benefits, duties or obligations hereunder (i) to any Person if it


                                       16


<PAGE>


has received the prior written consent of the other party, which consent shall
not be unreasonably withheld or delayed, (ii) to its legal successor if it
merges (whether or not it is the surviving corporation) or consolidates with one
or more other Persons or (iii) to any Person to whom either party has made any
sale, lease, transfer or other disposition of all or substantially all of its
assets; provided, however, that neither party may make an assignment or
delegation described in clauses (ii) and (iii) above unless there are delivered
to the other party such written assumptions, affirmations and/or legal opinions
as such other party may reasonably request to preserve its rights and remedies
under this Agreement.

         4.11 Counterparts.

         This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute a
single instrument.

         4.12 Entire Agreement.

         This Agreement (including the Schedules hereto) sets forth the entire
understanding and agreement between the parties as to the matters covered herein
and supersedes and replaces any prior understanding, agreement or statement of
intent, in each case written or oral.

         4.13 Headings.

         The headings contained in this Agreement are for convenience of
reference only and do not modify or affect in any way the meaning or
interpretation of this Agreement.

         4.14 Governing Law.

         This Agreement shall be construed and enforced in accordance with, and
governed by, the laws of the State of Ohio, excluding its conflict of laws
provisions.

         4.15 No Third Party Rights.

         This Agreement is intended to be solely for the benefit of the parties
hereto and is not intended to confer any benefits upon, or create any rights in
favor of, any Person other than the parties hereto, except as expressly provided
to the contrary elsewhere in this Agreement.

         4.16 Waiver and Amendments.

         No waiver shall be deemed to have been made by either party of any of
its rights under this Agreement unless the same shall be in a writing that
expressly refers to this Section 4.16 and is signed on its behalf by its
authorized officer. Any such waiver shall constitute a waiver only with respect
to the specific matter described in such writing and shall in no way impair the
rights of the party granting such waiver in any other respect or at any other
time. This Agreement shall not be amended or modified except by an instrument in
writing signed by the party against whom enforcement is sought.


                                       17


<PAGE>


         4.17 Force Majeure.

         (a) Except for obligations to make payments hereunder, neither party
hereto shall be liable for any failure to perform the terms of the Agreement
when such failure is due to Force Majeure. "Force Majeure" means acts of God,
strikes, lockouts, or other labor disputes or disturbances, civil disturbances,
arrests and restraint from rulers or people, interruptions or terminations by or
as a result of government or court action or orders, or present and future valid
orders of any regulatory body having jurisdiction, acts of the public enemy,
wars, riots, blockades, insurrections, inability to secure or delay in securing
labor or materials by reason of allocations promulgated by authorized
governmental agencies, epidemics, landslides, lightning, earthquakes, fire,
storm, floods, washouts, explosions, breakdowns or accidents, inability to
obtain transportation services, or any other cause, whether of the kind herein
enumerated or otherwise, not reasonably within the control of the party claiming
Force Majeure. The Force Majeure shall, so far as possible, be remedied with all
reasonable dispatch. The settlement of strikes or lockouts or other labor
disputes or disturbances shall be entirely within the discretion of the party
having the difficulty, and the above requirement that any Force Majeure shall be
remedied with all reasonable dispatch shall not require the settlement of
strikes, lockouts, or labor disputes or disturbances by acceding to the demands
of any opposing party therein when such course is inadvisable in the discretion
of the party having the difficulty.

         (b) The party whose performance is affected or who has reason to
believe such performance may be affected by reason of Force Majeure shall as
promptly as possible give notice thereof to the other party and shall confirm
such notice in writing if requested, giving the particulars of the event,
including supporting documentation if available. The party so affected shall
also take reasonable steps to resume performance hereunder with the least
possible delay.

         IN WITNESS WHEREOF, this Agreement has been executed and delivered as
of the date first written above.



REPUBLIC ENGINEERED                       LORAIN PIPE MILLS
PRODUCTS, LLC


By:/s/ J.T. Kuntz                         By:/s/ Gary F. Gajdzik
   --------------                            -------------------
Name: J.T. Kuntz                          Name: Gary F. Gajdzik
Title: V.P., Integrated Supply            Title: General Manger Tubular Products
       Chain Management


                                          UNITED STATES STEEL
                                          CORPORATION

                                          By:/s/ Gary F. Gajdzik

                                             -------------------
                                          Name: Gary F. Gajdzik
                                          Title: General Manger Tubular Products



                                       18

<PAGE>


                                   SCHEDULE A
                                       TO
                             ROUNDS SUPPLY AGREEMENT

                                 Rounds Pricing

                                      [***]





<PAGE>


                               SCHEDULE A - ANNEX
                               ------------------

                       PRICE ADJUSTMENT FORMULA FOR ROUNDS

                                      [***]






<PAGE>

                                   SCHEDULE B
                                       TO
                             ROUNDS SUPPLY AGREEMENT
                             -----------------------

                 Seller's Standard Terms and Conditions of Sale
                 ----------------------------------------------

1.     PAYMENTS: Payments shall be made at par in legal tender of the United
       States of America. Buyer shall make such arrangements for payment as
       Seller shall from time to time reasonably require, and Seller may suspend
       production, shipment or delivery until such arrangements are made. Unless
       authorized, if Buyer fails to make payment in full within the time period
       set forth on in the Agreement or within the time period expressly agreed
       upon in writing by the parties, such failure to pay on time constitutes a
       material breach of contract by Buyer permitting Seller to suspend
       production, shipment or delivery under this or any other contract between
       Buyer and Seller, and Buyer shall pay to Seller interest on the unpaid
       amount at the Late Payment Rate, and Seller shall have, in addition, all
       other remedies permitted to Seller by law, equity and this contract. If
       Seller has to take legal action to collect any amount due hereunder,
       Buyer shall pay court costs plus reasonable attorney's fees incurred by
       Seller in bringing such legal action.

2.     TAXES: To the extent legally permissible, all present and future taxes
       imposed by any Federal, state, foreign or local authority which Seller
       may be required to pay or collect, upon or with reference to the sale,
       purchase, transportation, delivery, storage, use or consumption of goods
       or services, including taxes upon or measured by the receipts therefrom
       (except net income and equity franchise taxes), shall be for account of
       Buyer.

3.     TITLE; INCIDENTAL TRANSPORTATION AND STORAGE CHARGES: Unless otherwise
       agreed, title to goods and risk of loss shall pass to Buyer upon tender
       of delivery at the F.O.B. point specified. Any charges at destination for
       spotting, switching, handling, storage and other accessorial services,
       and demurrage, shall be for Buyer's account. Seller shall have the right
       to assess a storage and handling charge for goods left in Seller's
       possession after notification to Buyer that the goods are available to
       ship.

4.     TIME OF SHIPMENT AND SHIPPING: Time is not of the essence hereunder. Each
       shipment is to be considered a separate sale. Seller reserves the right
       to ship all or any part of the goods from any shipping point of Seller
       other than the shipping point or points specified herein.

5.     SPECIFICATION VARIATIONS: Except in the particulars specified by Buyer
       and expressly agreed to in writing signed by Seller, the goods furnished
       hereunder shall be produced in accordance with the Seller's standard
       practices. All goods, however, including those produced to meet an exact
       specification, shall be subject to Seller's mill tolerances and
       variations consistent with good mill practice in respect to dimension,
       weight, straightness, section, composition and mechanical or physical
       properties, and to normal variations in surface and internal conditions
       and in quality and to deviations from tolerances and variations
       consistent with practical testing and inspection methods and to

<PAGE>


       regular mill practice on over and under shipments (as set forth in
       Section 2.4(c) of the Rounds Supply Agreement.

6.     INSPECTION: Where mill inspection is made by Buyer, Buyer's inspector
       shall be deemed the agent of Buyer with authority to waive specified
       tests and details of test procedure and to accept goods as conforming to
       this contract with respect to all characteristics of such goods for which
       such inspection is made.

7.     FORCE MAJEURE: Shall have the meaning as set forth in Section 4.17 of the
       Rounds Supply Agreement.

8.     PATENT INDEMNITY: Seller shall indemnify Buyer (a) for all direct and
       actual damages recovered from Buyer by a third party in a legal action
       for infringement of a U.S. patent claim covering goods furnished
       hereunder, on condition that Buyer promptly notifies Seller of the
       alleged infringement, affords Seller the opportunity to assume defense
       thereof, and cooperates with Seller in defense of the action and in any
       feasible mitigation of damages; and (b) for Buyer's directly and
       reasonably incurred expenses in defending such legal action if, after
       such notice and opportunity given by Buyer, Seller elects not to assume
       such defense; provided, that such election by Seller shall not otherwise
       affect Buyer's aforesaid obligations. In like manner, Buyer shall
       indemnify Seller, and Seller's indemnity of Buyer hereunder shall not
       apply, with respect to a claim arising out of Seller's compliance with
       special designs or specifications furnished by Buyer, now or hereafter
       forming a part of this contract, or with other written instructions given
       by Buyer for the purpose of directing the manner in which Seller shall
       perform this contract. In no event shall a party hereto have any
       liability hereunder for indirect or consequential losses or damages
       suffered, or other expenses incurred, by the other party hereto or any
       third party by reason of any patent infringement claim.

9.     WARRANTY DISCLAIMERS: SELLER WARRANTS THAT THE GOODS FURNISHED HEREUNDER
       WILL BE PRODUCED AND TESTED IN ACCORDANCE WITH THIS AGREEMENT AND THE
       SPECIFICATIONS SET FORTH IN BUYER'S ORDER. HOWEVER, NO WARRANTY OF
       FITNESS FOR ANY PARTICULAR PURPOSE NOR ANY OTHER REPRESENTATION OR
       WARRANTY, WHETHER EXPRESS OR IMPLIED, IS MADE RESPECTING SAID GOODS, OR
       THE PRODUCTION THEREOF AND THERE ARE NO WARRANTIES WHICH EXTEND BEYOND
       THIS AGREEMENT AND THE DESCRIPTION IN BUYER'S ORDER.

10.    LIMITATION OF REMEDIES: Seller will replace, at the delivery point
       specified herein, any goods furnished hereunder that are found to be
       defective or otherwise fail to conform to any warranty or this contract,
       or, at Seller's option. Seller will promptly repay the price paid for
       such goods, plus any transportation charges and other incidental expenses
       paid or incurred by Buyer as a result of Seller's breach in addition to
       such price. Claims must be made promptly following delivery of the goods
       to Buyer and Seller must be given a reasonable opportunity to investigate
       and cure any nonconformity; provided, that Seller's right to cure shall
       not extend beyond 5 days after Buyer's notice of such


<PAGE>



       defect or nonconformity. Except as expressly set forth otherwise in the
       Round Supply Agreement, Buyer's exclusive remedies with respect to any
       goods furnished by Seller hereunder that are found to be defective or
       otherwise not in conformity with any warranty or this contract shall be
       limited exclusively to the right to replacement thereof or to repayment
       of the price, as above provided. Seller's liability for any other breach
       of this contract shall be limited to the difference between the delivered
       price of the goods covered hereby and the market price of such goods at
       Buyer's destination at the time of such breach. IN NO EVENT SHALL SELLER
       BE LIABLE FOR PERSONAL INJURY, PROPERTY DAMAGE, LOSS OF PROFIT, DELAY OR
       ANY CONSEQUENTIAL DAMAGES WHETHER ARISING FROM CONTRACT, BREACH OF
       CONTRACT, TORT, SELLER'S NEGLIGENCE, STRICT LIABILITY, OR ANY EXPRESS OR
       IMPLIED WARRANTY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES
       OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

11.    EXCLUSIVE TERMS AND CONDITIONS; ACCEPTANCE; MODIFICATION: No terms or
       conditions other than those stated herein and no agreement or
       understanding, oral or written, in any way purporting to modify these
       terms and conditions shall be binding on Seller unless hereafter made in
       writing, specifically stating that it is a modification of these terms
       and conditions, and signed by Seller's authorization representative. If
       these conditions and this form constitute Seller's acceptance of Buyer's
       order, then this acceptance is expressly made conditional on Buyer's
       assent to these conditions as the only conditions for this sale.
       Acceptance of the products sold hereunder by Buyer shall constitute
       assent to these conditions, and Seller hereby objects to and rejects any
       and all additional or different terms proposed by Buyer, whether
       contained in Buyer's purchase order or shipping release forms, or
       elsewhere. All proposals, negotiations and representations, if any, made
       prior and with reference hereto are merged herein.

12.    CONDITIONS INCORPORATED BY REFERENCE: Any clause required to be included
       in a contract of this type by any applicable law or administrative
       regulation having the effect of law shall be deemed to be incorporated
       herein.

13.    WAIVER: Waiver by Seller or Buyer of any breach of these provisions shall
       not be construed as a waiver of any other breach.

14.    ASSIGNMENT: Neither party may assign its rights or obligations hereunder
       without the prior written consent of the other party.

15.    TITLES: The titles used in these Conditions are for convenience or
       reference only and are not to be considered in interpreting the substance
       of the condition.




<PAGE>


                                   SCHEDULE C
                                       TO
                             ROUNDS SUPPLY AGREEMENT
                             -----------------------

                                     Weights
                                     -------


The following theoretical weights, in pounds per foot of length, is used to
calculate production and shipping weights for Rounds sold to Buyer's Pipemill or
to USS's Fairfield Works, as applicable. This shipping weight calculation is
used for billing and freight purposes.

<TABLE>
<CAPTION>
------------------------------------- ---------------------------------- -----------------------------------
           Size (inches)                            Type                        Weight (lbs./foot)
           -------------                            ----                        ------------------
             <S>                               <C>                                <C>
------------------------------------- ---------------------------------- -----------------------------------
                6.0                                 Cast                              93.9162
------------------------------------- ---------------------------------- -----------------------------------
                10.5                                Cast                              287.6185
------------------------------------- ---------------------------------- -----------------------------------
               11.625                               Cast                              352.5528
------------------------------------- ---------------------------------- -----------------------------------
               12.25                                Cast                              391.4807
------------------------------------- ---------------------------------- -----------------------------------
                13.5                                Cast                              475.4510
------------------------------------- ---------------------------------- -----------------------------------
</TABLE>



<PAGE>

                                   SCHEDULE D
                                       TO
                             ROUNDS SUPPLY AGREEMENT
                             -----------------------

                         The TQR-09-02-LC Specifications
                         -------------------------------

                        LPM TUBULAR QUALITY REQUIREMENTS


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                                                     Number:   TQR-09-02-LC
Title:  Inbound Rounds Quality                       Page:     1 of 6
           Requirements,                             Previous: 08-01-95
        Republic - Cast & Rolled Rounds              Revised:  03-10-00
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(1) SCOPE:

         Quality requirements for Cast & Rolled Rounds produced at the Republic
         Primary Operations-Lorain #1 and #2 Casters, for LPM, to include the
         following outside diameter sizes:

              6"                                    -- #4 Seamless Application

              10-1/2", 12 1/4", 12 3/4"&13 1/2"     -- #3 Seamless Application

(2) REQUIREMENTS:

         General

         2.1-Steel is ordered by specification number, which comprises the last
         three digits of the Round Billet Number and refers to the "LPM Steel
         Specification."

         2.2-Heat chemistries shall be within limits specified as "Ladle
         Acceptance Limits" on the Specification. Residual elements, not
         specified, shall be kept as low as possible, consistent with sound
         steelmaking practices.

         2.3-Heats with chemistries outside the "Ladle Acceptance Limits" and
         heats or rounds violating any other specification requirement may be
         rejected by Steelmaking or the Caster, or referred to Tubular Quality
         Assurance for disposition.

         Identification

         2.4-6" Rounds-Each round shall be legibly paint stenciled on one end
         with the heat number and round billet (RB) number specified on the
         requisition.


<PAGE>


         2.5-10-1/2", 12-1/4" ,12-3/4" & 13-1/2" Rounds-Each round shall be
         legibly DOUBLE paint stenciled on one end with the heat number and
         round billet (RB) number specified on the requisition.

         Dimensional Tolerances

         2.6-     WEIGHT/LENGTH -- Rounds shall be ordered by length
                  corresponding to the required weight. Uniform round length is
                  critical. 2.6.a- Orders in which short rounds cannot be
                  accepted, shall be identified by Business Planning on the
                  requisition.

         2.7-Final length tolerances are applicable for all rounds, regardless
         of where the rounds are cut.
                  2.7.a-For #3 Seamless, see Table I.
                  2.7.b-For #4 Seamless, see Table II.


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                                     TABLE I

NO. 3 SEAMLESS MILL
10.5" Rounds --  +1"/-1" MAXIMUM VARIANCE FROM ORDERED LENGTH.
12.25"/12.75"/13.5" Rounds less than 13.5 foot mult lengths - +1"/-1"
12.25"/12.75"/13.5" Rounds equal to or greater than13.5 foot mult lengths -
+2"/-1". NOTE -- Short rounds may be shipped under the following guidelines:

GROUP A - ROUNDS BETWEEN 1% AND 7.5% SHORT OF ORDERED LENGTH.
Rounds shall be segregated, manifested as Group A Shorts, and shipped
separately. Manifests shall be faxed to #3 Hot Mill (3530), Lorain Business
Planning (3044), #3 Seamless Department Manager (3079) and LPM Accounting
(3266).
If Group A shorts exceed 10% of a heat, they shall be referred to LPM Business
Planning and the #3 Seamless Department Manager before shipping.

Rounds greater than 7.5% short shall NOT BE SHIPPED, they must be referred to
LPM Business Planning and the #3 Seamless Department Manager for acceptance or
rejection.
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                                    TABLE II

NO. 4 SEAMLESS MILL
ALL ROUND SIZES --  +2"/-0" MAXIMUM VARIANCE FROM ORDERED LENGTH.

NOTE:  --  Short rounds may be shipped under the following guidelines:

GROUP A -- ROUNDS NO MORE THAN 20% OR 12 INCHES (WHICHEVER IS LESS) SHORT OF
ORDERED LENGTH.

Group A shorts shall be those billets intended for production of less than or
equal to 2.875" OD pipe.

GROUP B --  ROUNDS NO MORE THAN 10% OR 12 INCHES (WHICHEVER IS LESS)
             SHORT OF ORDERED LENGTH.
Group B shorts shall be those billets intended for production of greater than
2.875" and less than or equal to 4.500" OD pipe.

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<PAGE>

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Short Rounds intended for production of 4.875" OD pipe SHALL NOT BE SHIPPED
until referred to LPM Business Planning and the #4 Seamless Dept. Manager for
acceptance or rejection

Rounds shall be segregated, manifested as Group A or Group B shorts, and shipped
separately.

Monthly consumption of short rounds shall not exceed 0.75%.

--------------------------------------------------------------------------------


         2.8- Outside diameter -- Average OD of any section of rolled rounds
         shall not exceed +1/8"/- 0" and for cast rounds +1/8"/-1/8" from the
         ordered OD, measured with a Pipe tape.

         2.9- Ovality  (out of round) -- Maximum diameter minus minimum diameter
         of any section (excluding flat spots and mechanical defects) shall not
         to exceed:

             6" Rounds                 --       3/16"
             10 1/2" Rounds            --       1/4"
             12-1/4" & 12 3/4"         --       5/16"
             13.5"                     --       3/8"

         2.10- Straightness -- All sizes, variance shall not exceed 1/2" per 5'
         of length.

         2.11- End Squareness - Shall not exceed:
             6" Rounds                 --       1/4" From Perpendicular
             10-1/2" Rounds            --       5/16" From Perpendicular
             12-1/4" &12 3/4"          --       3/8" From Perpendicular
             13 -1/2                   --       7/16" From Perpendicular

         Surface Condition

         2.12- Flat Spots -- Width shall not exceed Table 2 dimensions, with the
         following aims Table 1, for maximum width based on round diameter. Flat
         spots exceeding Table 2 limits, may be referred to the respective Hot
         Mill management for acceptance.

                                                Table 1     Table 2
                                                -------     -------

             6" Rounds                 --       1"          1 3/4"
             10 1/2" Rounds            --       1 1/4"      2"
             12-1/4" &12 3/4"          --       1 1/2"      2"
             13-1/2"                   --       1 3/4       2 3/4

         2.13- Mechanical Defects -- The width to depth ratio for mechanical
         defects such as gouges and roll marks, shall be at least 4 to 1. Defect
         depth should not exceed:

                                                            Deth        Width
                                                            ----        -----

             6" Rounds                 --       3/16"       3/4"
             10 1/2 " Rounds           --       1/4"        1"
             12-1/4",12 3/4" & 13 1/2  --       5/16"       1 1/4"
             2.13.a-Burn throughs (localized areas where misaligned burning to
             length has occurred) shall be prohibited when they exceed the
             prescribed mechanical defect depth.


<PAGE>


         2.14- End Condition -- Ends shall be free from gouges and grooves.
         Torch build-up (swarf) in excess of 1/4" thick on 6" rounds and 3/4" on
         10.5" and larger diameter rounds shall be considered rejectable. Rounds
         exceeding these limits shall not be shipped until referred to the
         respective operating department Department Manager for acceptance.

         Steel Quality

         2.15- Surface -- Surface defects, such as seams, cracks, and laps shall
         be minimized through sound steel-making, casting practices and rolling
         practices.

         2.16-Internal -- Internal soundness and density shall be sufficient to
         ensure uniformity of billet weight per unit length. Internal defects
         such as inclusions, and porosity, shall be minimized through sound
         steel-making and casting practices.

         Rounds Loading

         2.17- Rounds shall be loaded in "clean" railroad cars. There should be
         no scrap, bands, slag or other metallic scrap present. Cars should not
         have holes in the flooring, and all sidewalls should be present, and
         stable as applicable.

         2.18- Rounds shall be loaded with the identification end facing east in
         the railroad car. The following loading guidelines should be followed
         as much as possible:

         -- There should be at least a 4' space at the identification end
            of each stacked pile of rounds within the car.

         -- The stacked pile should not exceed the height of the car sidewalls.

         -- The ends of the pile should be square, not staggered. The billets
         should be parallel within the stack, not crooked or skewed.

         2.19- The rounds in each pile shall be of the same heat and RB number,
         with no more than three (3) heats of a single RB number and no more
         than three (3) RB numbers of a single grade in one car.

         Documentation

         2.20- Official tundish analysis shall be maintained in the Republic
         computerized heat release system and on ladle analysis sheets
         maintained by the Republic Technical Services Department. Certified
         test reports shall be required.

         2.21- A billet manifest shall accompany each railroad car and
         accurately identify the heat and RB number of all rounds loaded. Actual
         and manifest round counts shall correspond.

         2.22- Additional documentation, necessary to satisfy order
         requirements, shall be reviewed with Republic personnel for approval,
         prior to order entry.

         Non-Conformances

         2.23- SUPPLYING FACILITY -- Heats or rounds failing to meet quality or
         specification requirements may be rejected by Republic, or referred to
         the LPM Quality Assurance

<PAGE>



         Department for disposition. Referrals should be made during normal
         daylight working hours, whenever possible.

         2.24- INCOMING INSPECTION -- Inbound rounds failing to meet quality
         requirements on incoming inspection shall be subject to return to
         Republic. All count or identification discrepancies shall be corrected
         or resolved by Republic personnel in cooperation with LTC personnel and
         documented prior to charging the rounds. Corrective action may be
         required of Republic in cases of serious or repetitive nonconformances.

         2.25- FINAL INSPECTION -- Rejected LPM Product attributable to supplied
         steel or round quality, shall be reviewed with Republic personnel.
         Samples shall be made available, as applicable. Corrective action may
         be required of Republic in cases of serious or repetitive quality
         problems.

         2.26- GENERAL--The supplier shall maintain a system for the reporting
         of defects and noncompliance discovered during the performance of
         services performed for LPM.

                  2.26.a- This system for the reporting shall meet the intent of
                  the requirements and provisions of Title 10, Code of Federal
                  Requirements Part 21(10-CFR-21). Actual NRC notification shall
                  be conducted by USS Tubular Products.

(3) RESPONSIBILITIES

         3.1-It shall be the responsibility of the Republic steel cast billet
             facility to:
             3.1.a- Use trained personnel to perform the services specified in
             this requirement.
             3.1.b- Generate and maintain documented procedures for the
             production of steel cast billets, to ensure compliance with
             applicable specifications and standards.

         3.2-It shall be the responsibility of LPM Department Manager Quality
             Assurance to:
             3.2.a- Maintain the requirements for steel cast billets supplied
             to the LPM within the scope of this TQR. 3.2.b-Perform, through
             qualified auditors, audits of Republic's billet supplying
             facilities. 3.2.c- Resolve all Heat and steel cast billet
             nonconformances referred by the Republic steel cast billet testing
             facilities.

         3.3-It shall be the responsibility of LPM to:
             3.3.a-Utilize only approved steel cast billet facilities for
             the supplying of steel furnished to the LPM.