<PAGE>   1

                                                                   EXHIBIT 10.1C
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                                CREDIT AGREEMENT


                            dated as of May 5, 2000,


                                  by and among

                              STEEL DYNAMICS, INC.,
                                  as Borrower,

                  the Lenders parties hereto from time to time,

                               MELLON BANK, N.A.,
                       as Agent for the Lenders hereunder,

                                       and

              KREDITANSTALT FUR WIEDERAUFBAU and MELLON BANK, N.A.,
                                  as Arrangers








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<PAGE>   2




                                TABLE OF CONTENTS


<TABLE>
<S>                                                                                       <C>
ARTICLE I - DEFINITIONS; CONSTRUCTION; ACCOUNTING PRINCIPLES ..............................  1
     1.01. Certain Definitions.............................................................  1
     1.02. Construction.................................................................... 17
     1.03. Accounting Principles........................................................... 17

ARTICLE II - THE CREDITS .................................................................. 18
     2.01. Standby Loans................................................................... 18
     2.02. Commitment Fee; Reduction of the Unborrowed
             Committed Amounts............................................................. 18
     2.03. Extension of Commitment Period End Date......................................... 19
     2.04. Annual Facility Fee............................................................. 20
     2.05. Making of Loans................................................................. 20
     2.06. Interest Rates.................................................................. 21
     2.07. Renewal of Funding Periods...................................................... 24
     2.08. Prepayments Generally........................................................... 24
     2.09. Optional Prepayments............................................................ 25
     2.10. Mandatory Prepayments........................................................... 25
     2.11. Interest Payment Dates.......................................................... 25
     2.12. Pro Rata Treatment; Payments Generally;
              Interest on Overdue Amounts.................................................. 25
     2.13. Additional Compensation in Certain
              Circumstances................................................................ 26
     2.14. Taxes........................................................................... 28
     2.15. Funding by Branch, Subsidiary or Affiliate...................................... 30

ARTICLE III - REPRESENTATIONS AND WARRANTIES .............................................. 31
     3.01. Corporate Status................................................................ 31
     3.02. Corporate Power and Authorization............................................... 31
     3.03. Execution and Binding Effect.................................................... 32
     3.04. Governmental Approvals and Filings.............................................. 32
     3.05. Absence of Conflicts............................................................ 32
     3.06. Projections......................................................................33
     3.07. Labor Matters....................................................................33
     3.08. Absence of Undisclosed Liabilities.............................................. 33
     3.09. Accurate and Complete Disclosure................................................ 34
     3.10. Commitments..................................................................... 34
     3.11. Solvency........................................................................ 34
     3.12. Margin Regulations.............................................................. 34
     3.13. Subsidiaries.................................................................... 34
     3.14. Partnerships, etc............................................................... 34
     3.15. Ownership and Control........................................................... 35
     3.16. Litigation...................................................................... 35
</TABLE>

<PAGE>   3

<TABLE>
<S>                                                                                        <C>
     3.17. Absence of Events of Default.................................................... 35
     3.18. Absence of Other Conflicts...................................................... 35
     3.19. Insurance....................................................................... 36
     3.20. Title to Property............................................................... 36
     3.21. Intellectual and Other Property................................................. 36
     3.22. Taxes........................................................................... 36
     3.23. Employee Benefits............................................................... 36
     3.24. Environmental Matters........................................................... 36
     3.25. Potential Conflicts of Interest................................................. 37

ARTICLE IV - CONDITIONS OF LENDING .........................................................37
     4.01. Conditions to Initial Loans..................................................... 37
     4.02. Conditions to All Loans......................................................... 39

ARTICLE V - AFFIRMATIVE COVENANTS ......................................................... 40
     5.01. Basic Reporting Requirements.................................................... 40
     5.02. Insurance....................................................................... 44
     5.03. Payment of Taxes and Other Potential
             Charges and Priority Claims................................................... 44
     5.04. Preservation of Corporate Status................................................ 45
     5.05. Governmental Approvals and Filings.............................................. 45
     5.06. Maintenance of Properties....................................................... 45
     5.07. Avoidance of Other Conflicts.................................................... 45
     5.08. Financial Accounting Practices.................................................. 46
     5.09. Use of Proceeds................................................................. 46
     5.10. Continuation of or Change in Business........................................... 46
     5.11. Consolidated Tax Return......................................................... 46
     5.12. Fiscal Year..................................................................... 46

ARTICLE VI - NEGATIVE COVENANTS ........................................................... 46
     6.01. Financial Covenants............................................................. 47
     6.02. Liens........................................................................... 47
     6.03. Indebtedness.................................................................... 48
     6.04. Guaranties, Indemnities, etc. .................................................. 49
     6.05. Loans, Advances and Investments................................................. 50
     6.06. Dividends and Related Distributions............................................. 51
     6.07. Sale-Leasebacks................................................................. 52
     6.08. Leases.......................................................................... 52
     6.09. Mergers, Acquisitions, etc...................................................... 52
     6.10. Dispositions of Properties...................................................... 53
     6.11. No Plans........................................................................ 53
     6.12. Dealings with Affiliates........................................................ 54
     6.13. Capital Expenditures............................................................ 55
     6.14. Limitations on Modification of Certain
             Agreements and Instruments.................................................... 55
</TABLE>

<PAGE>   4

<TABLE>
<S>                                                                                        <C>
     6.15. Limitation on Other Restrictions on Liens....................................... 55
     6.16. Limitation on Other Restrictions on
             Amendment of the Loan Documents, etc. ........................................ 56
     6.17. Maintenance of Business......................................................... 56
     6.18. Subsidiaries.................................................................... 56

ARTICLE VII - DEFAULTS..................................................................... 56
     7.01. Events of Default............................................................... 56
     7.02. Consequences of an Event of Default............................................. 59

ARTICLE VIII - THE AGENT................................................................... 60
     8.01. Appointment..................................................................... 60
     8.02. General Nature of Agent's Duties................................................ 60
     8.03. Exercise of Powers.............................................................. 61
     8.04. General Exculpatory Provisions.................................................. 61
     8.05. Administration by the Agent..................................................... 62
     8.06. Lender Not Relying on Agent or Other Lenders.................................... 63
     8.07. Indemnification................................................................. 63
     8.08. Agent in its Individual Capacity................................................ 64
     8.09. Holders of Notes................................................................ 64
     8.10. Successor Agent................................................................. 64
     8.11. Additional Agents............................................................... 64
     8.12. Calculations.................................................................... 65
     8.13. Funding by Agent................................................................ 65

ARTICLE IX - MISCELLANEOUS................................................................. 65
     9.01. Holidays........................................................................ 65
     9.02. Records......................................................................... 65
     9.03. Amendments and Waivers.......................................................... 66
     9.04. No Implied Waiver; Cumulative Remedies.......................................... 67
     9.05. Notices......................................................................... 67
     9.06. Expenses; Taxes; Indemnity...................................................... 67
     9.07. Severability.................................................................... 69
     9.08. Prior Understandings............................................................ 69
     9.09. Duration; Survival.............................................................. 69
     9.10. Counterparts.................................................................... 69
     9.11. Limitation on Payments.......................................................... 69
     9.12. Set-Off......................................................................... 70
     9.13. Sharing of Collections.......................................................... 70
     9.14. Successors and Assigns; Participations;
             Assignments................................................................... 71
     9.15. Confidentiality................................................................. 73
     9.16. Governing Law; Submission to
             Jurisdiction; Waiver of Jury Trial;
             Limitation of Liability....................................................... 74
</TABLE>

<PAGE>   5


<TABLE>
<CAPTION>
Exhibits
<S>                                         <C>
        Exhibit A                           Form of Note
        Exhibit B                           Investments in Subsidiaries
        Exhibit C                           Form of Transfer Supplement
        Exhibit D                           Form of Annual Compliance
                                            Certificate
        Exhibit E                           Form of Quarterly Compliance
                                            Certificate
        Exhibit F                           Form of Subordination Agreement
</TABLE>

<TABLE>
<CAPTION>
Schedules

<S>                         <C>
        Schedule 3.04        Governmental Approvals
        Schedule 3.05        Conflicts
        Schedule 3.09        Disclosure
        Schedule 3.10        Other Commitments
        Schedule 3.14        Partnerships, Etc.
        Schedule 3.15        Ownership and Control
        Schedule 3.16        Litigation
        Schedule 3.23        Employee Benefits
        Schedule 3.25        Conflicts of Interest
        Schedule 5.02        Insurance
        Schedule 6.02(f)     Liens
        Schedule 6.03        Development Package
        Schedule 6.04        Guaranty Equivalents
        Schedule 6.05        Loans and Investments
        Schedule 6.06        Certain Employee Stockholders
        Schedule 6.12        Contracts with Affiliates
        Schedule 6.14        Certain Restrictions
        Schedule 9.15        Confidential Information
</TABLE>


<PAGE>   6




                                CREDIT AGREEMENT



               THIS AGREEMENT, dated as of May 5, 2000, by and among STEEL
DYNAMICS, INC., an Indiana corporation (the "Borrower"), the lenders parties
hereto from time to time (the "Lenders", as defined further below), MELLON BANK,
N.A., a national banking association, as agent for the Lenders hereunder (in
such capacity, together with its successors in such capacity, the "Agent"), and
Kreditanstalt fur Wiederaufbau and Mellon Bank, N.A., as arrangers (in such
capacity, the "Arrangers").


                                    Recitals:

               WHEREAS, the Borrower wishes to borrow an aggregate amount of up
to $50,000,000 and the Lenders are willing to extend credit to the Borrower to
permit, on the terms and subject to the conditions herein contained, such
borrowings;

               NOW, THEREFORE, in consideration of the premises and of the
mutual covenants herein contained and intending to be legally bound hereby, the
parties hereto agree that the Original Agreement is amended and restated in its
entirety as follows:

                                    ARTICLE I
                DEFINITIONS; CONSTRUCTION; ACCOUNTING PRINCIPLES

               1.01. Certain Definitions. In addition to other words and terms
defined elsewhere in this Agreement, as used herein the following words and
terms shall have the following meanings, respectively, unless the context hereof
otherwise clearly requires:

               "Affected Lender" shall have the meaning set forth in Section
2.06(e) hereof.

               "Affiliate" of a Person (the "Specified Person") shall mean (a)
        any Person which directly or indirectly controls, or is controlled by,
        or is under common control with, the Specified Person, (b) any director
        or officer (or, in the case of a Person which is not a corporation, any
        individual having analogous powers) of the Specified Person or of a
        Person who is an Affiliate of the Specified Person within the meaning of
        the preceding clause (a), and (c) for each individual who is an
        Affiliate of the Specified Person within the meaning of the foregoing
        clauses (a) or (b), any other individual related to such Affiliate by
        consanguinity within the third degree or in a step or adoptive
        relationship within such third degree or related by affinity with such
        Affiliate or any such individual. For purposes of the preceding
        sentence, "control" of a Person means (a) the possession, directly or
        indirectly, of the power to direct or cause the direction of the
        management or policies of such Person, whether through the ownership of
        voting securities, by contract or otherwise and (b) in any case shall
        include direct or indirect ownership (beneficially or of record) of, or
        direct or indirect power to vote, 5% or more of the outstanding shares
        of


<PAGE>   7

        any class of capital stock of such Person (or in the case of a Person
        that is not a corporation, 5% or more of any class of equity interest).

               "Applicable Margin" shall have the meaning set forth in Section
        2.06(b) hereof.

               "Borrower Group" shall mean the group consisting of the Borrower
        and any of its consolidated Subsidiaries permitted hereunder.

               "Business Day" shall mean any day other than a Saturday, Sunday,
        public holiday under the laws of the Commonwealth of Pennsylvania or of
        the State of New York or other day on which banking institutions
        generally are authorized or obligated to close in Pittsburgh,
        Pennsylvania or in New York, New York.

               "Capital Expenditures" of any Person shall mean, for any period,
        all expenditures (whether paid in cash or accrued as liabilities during
        such period) of such Person during such period which would be classified
        as capital expenditures for purposes of GAAP (including, without
        limitation, expenditures for maintenance and repairs which are
        capitalized, and Capitalized Leases to the extent an asset is recorded
        in connection therewith in accordance with GAAP).

               "Capitalized Lease" shall mean at any time any lease which is, or
        is required under GAAP to be, capitalized on the balance sheet of the
        lessee at such time, and "Capitalized Lease Obligation" of any Person at
        any time shall mean the aggregate amount which is, or is required under
        GAAP to be, reported as a liability on the balance sheet of such Person
        at such time as lessee under a Capitalized Lease.

               "Cash Equivalent Investments" shall mean any of the following, to
        the extent acquired for investment and not with a view to achieving
        trading profits: (a) obligations fully backed by the full faith and
        credit of the United States of America, or issued by an agency or
        instrumentality thereof, in each case maturing not in excess of nine
        months from the date of acquisition, (b) commercial paper maturing not
        in excess of nine months from the date of acquisition and rated "P-1" or
        "P-2" by Moody's Investors Service or "A-1" or "A-2" by Standard &
        Poor's Corporation on the date of acquisition, (c) the following
        obligations of any domestic commercial bank having capital and surplus
        in excess of $500,000,000, which has, or the holding company of which
        has, a commercial paper rating meeting the requirements specified in
        clause (b) above: (i) time deposits, certificates of deposit and
        acceptances maturing not in excess of nine months from the date of
        acquisition, or (ii) repurchase obligations with a term of not more than
        seven days for underlying securities of the type referred to in clause
        (a) above, and (d) investments in mutual funds which do not make any
        material investments other than those described in clauses (a), (b) or
        (c) of this definition.

               "CERCLA" shall mean the Comprehensive Environmental Response,
        Compensation and Liability Act, as amended, and any successor statute of
        similar import, and regulations thereunder, in each case as in effect
        from time to time.


<PAGE>   8

               "CERCLIS" shall mean the Comprehensive Environmental Response,
        Compensation and Liability Information System List, as the same may be
        amended from time to time.

               "Change of Control" shall mean that at any time any Person or
        group of Persons (as defined in the Securities Exchange Act of 1934, as
        amended) shall own more than 40% of the voting capital stock of the
        Borrower or more than 40% of the equity securities of the Borrower.

               "Closing Date" means May   , 2000.
                                        --

               "Code" means the Internal Revenue Code of 1986, as amended, and
        any successor statute of similar import, and regulations thereunder, in
        each case as in effect from time to time. References to sections of the
        Code shall be construed also to refer to any successor sections.

               "Commitment" shall have the meaning set forth in Section 2.01(a)
        hereof.

               "Commitment Fee" shall have the meaning set forth in Section
        2.02(a) hereof.

               "Commitment Period End Date" shall have the meaning set forth in
        Section 2.01(a) hereof.

               "Commitment Percentage" for any Lender shall mean the Commitment
        Percentage for such Lender set forth below its name on the signature
        page hereof, subject to transfer to another Lender as provided in
        Section 9.14 hereof.

               "Contractual Obligations" shall mean, as to any Person, any
        provision of any security issued by such Person or of any agreement,
        undertaking, contract, indenture, mortgage, deed of trust or other
        instrument to which such Person is a party or by which it or any of its
        property (now owned or hereafter acquired) is bound.

               "Controlled Group Member" shall mean each trade or business
        (whether or not incorporated) which together with the Borrower is
        treated as a single employer under Sections 4001(a)(14) or 4001(b)(1) of
        ERISA or Sections 414(b), (c), (m) or (o) of the Code.

               "Corresponding Source of Funds" shall mean, in the case of any
        Funding Segment, the proceeds of hypothetical receipts by a Notional
        Euro-Rate Funding Office or by a Lender through a Notional Euro-Rate
        Funding Office of one or more Dollar deposits in the interbank
        eurodollar market at the beginning of the Euro-Rate Funding Period
        corresponding to such Funding Segment having maturities approximately
        equal to such Euro-Rate Funding Period and in an aggregate amount
        approximately equal to such Lender's Pro Rata share of such Funding
        Segment.
<PAGE>   9

               "Cumulative Annual Change in Net Worth" at any time shall mean
        the sum of the increases (or decreases) in Tangible Net Worth of the
        Borrower Group for each fiscal year which has ended at the time in
        question and has ended after December 31, 1996.

               "Cumulative Net Income" shall mean for the period from July 1,
        1997 until the end of the fiscal quarter completed most recently at the
        time of measurement, the consolidated net earnings (without deduction
        for losses incurred in any completed fiscal year or in any completed
        fiscal quarter in the then current fiscal year) after taxes of the
        Borrower Group; provided, that there shall be deducted therefrom (a) any
        restoration to income of any contingency reserve, except to the extent
        that provision for such reserve was made against income during such
        period, and (b) any gain arising from the acquisition of any securities,
        or the extinguishment, under GAAP, of any Indebtedness, of the Borrower
        Group.

               "Designated Lender" shall have the meaning set forth in Section
        2.14(f) hereof.

               "Designated Managers" shall mean Mark Millett, Richard Teets and
        such other senior management employee or employees of the Borrower, if
        any, as shall have been approved by the Required Lenders as a Designated
        Manager.

               "Development Package" shall mean the combination of grants and
        loans extended to the Borrower as described on Schedule 1.01A to the
        Existing Credit Agreement.

               "Dollar," "Dollars" and the symbol "$" shall mean lawful money of
        the United States of America.

               "EBITDA" for any period, with respect to the Borrower Group,
        shall mean the sum of (a) Net Income for such period, (b) Interest
        Expense for such period, (c) charges against income for foreign,
        federal, state and local income taxes for such period, (d) extraordinary
        losses to the extent included in determining such Net Income, (e)
        depreciation expense for such period, and (f) amortization expense for
        such period, minus (g) extraordinary gains to the extent included in
        determining such Net Income, (h) interest income, and (i) capitalized
        losses (exclusive of capitalized interest), all as determined on a
        consolidated basis in accordance with GAAP; provided, however, that
        there shall be excluded from EBITDA any net positive or negative
        contribution that, absent such exclusion, would have been made thereto
        by IDI or any other Subsidiary which is subject to any material
        restriction on its ability to transfer, as a dividend, as a loan or
        otherwise, cash or assets to the Borrower, except that there shall not
        be so excluded (x) any positive contribution of any such Subsidiary
        equal to dividends actually paid by such Subsidiary to the Borrower
        during the applicable period and (y) any negative contribution of any
        such Subsidiary equal to the advances or capital contributions made
        during the applicable period to fund operating losses of such Subsidiary
        after preliminary acceptance of the principal operating property of such
        Subsidiary.


<PAGE>   10

               "Employment Agreements" shall mean the employment agreements
        between each of certain executives on the one hand and the Borrower on
        the other.

               "Environmental Affiliate" shall mean, with respect to any Person,
        any other Person whose liability (contingent or otherwise) for any
        Environmental Claim such Person has retained, assumed or otherwise is
        liable for (by Law, agreement or otherwise).

               "Environmental Approvals" shall mean any Governmental Action
        pursuant to or required under any Environmental Law.

               "Environmental Claim" shall mean, with respect to any Person, any
        action, suit, proceeding, investigation, notice, claim, complaint,
        demand, request for information or other communication (written or oral)
        by any other Person (including but not limited to any Governmental
        Authority, citizens' group or present or former employee of such Person)
        alleging, asserting or claiming any actual or potential (a) violation of
        any Environmental Law, (b) liability under any Environmental Law or (c)
        liability for investigatory costs, cleanup costs, governmental response
        costs, natural resources damages, property damages, personal injuries,
        fines or penalties arising out of, based on or resulting from the
        presence, or release into the environment, of any Environmental Concern
        Materials at any location, whether or not owned by such Person.

               "Environmental Cleanup Site" shall mean any location which is
        listed or proposed for listing on the National Priorities List, on
        CERCLIS or on any similar state list of sites requiring investigation or
        cleanup, or which is the subject of any pending or threatened action,
        suit, proceeding or investigation related to or arising from any alleged
        violation of any Environmental Law.

               "Environmental Concern Materials" shall mean (a) any flammable
        substance, explosive, radioactive material, hazardous material,
        hazardous waste, toxic substance, solid waste, pollutant, contaminant or
        any related material, raw material, substance, product or by-product of
        any substance specified in or regulated or otherwise affected by any
        Environmental Law (including but not limited to any "hazardous
        substance" as defined in CERCLA or any similar state Law), (b) any toxic
        chemical or other substance from or related to industrial, commercial or
        institutional activities, and (c) asbestos, gasoline, diesel fuel, motor
        oil, waste and used oil, heating oil and other petroleum products or
        compounds, polychlorinated biphenyls, radon and urea formaldehyde.

               "Environmental Law" shall mean any Law, whether now existing or
        subsequently enacted or amended, relating to (a) pollution or protection
        of the environment, including natural resources, (b) exposure of
        Persons, including but not limited to employees, to Environmental
        Concern Materials, (c) protection of the public health or welfare from
        the effects of products, by-products, wastes, emissions, discharges or
        releases of Environmental Concern Materials or (d) regulation of the
        manufacture, use or introduction into commerce of Environmental Concern
        Materials including their manufacture, formulation, packaging, labeling,
        distribution, transportation, handling,


<PAGE>   11

        storage or disposal. Without limitation, "Environmental Law" shall also
        include any Environmental Approval and the terms and conditions thereof.

               "Equity Agreements" shall mean the Registration Agreement, dated
        June 30, 1994 among the Borrower and the other parties thereto, as
        amended from time to time in accordance with the terms thereof.

               "ERISA" shall mean the Employee Retirement Income Security Act of
        1974, as amended, and any successor statute of similar import, and
        regulations thereunder, in each case as in effect from time to time.
        References to sections of ERISA shall be construed also to refer to any
        successor sections.

               "Euro-Rate" shall have the meaning set forth in Section 2.06(a)
        hereof.

               "Euro-Rate Funding Period" shall have the meaning set forth in
        Section 2.06(c) hereof.

               "Euro-Rate Reserve Percentage" shall have the meaning set forth
        in Section 2.06(a) hereof.

               "Event of Default" shall mean any of the Events of Default
        described in Section 7.01 hereof.

               "Existing Credit Agreement" shall mean the Credit Agreement
        (Amended and Restated) dated as of June 30, 1994, as amended and
        restated as of June 30, 1997, and as amended by the First and Second
        Amendments thereto, by and among the Borrower, the lenders parties
        thereto from time to time, Mellon Bank, N.A., a national banking
        association, as Agent and Issuing Bank and the Senior Co-Agents named
        therein and Co-Agents (named therein).

               "Federal Funds Effective Rate" for any day shall mean the rate
        per annum (rounded upward to the nearest 1/100 of 1%) announced by the
        Federal Reserve Bank of New York (or any successor) on such day as being
        the weighted average of the rates on overnight Federal funds
        transactions arranged by Federal funds brokers on the previous trading
        day, as computed and announced by such Federal Reserve Bank (or any
        successor) in substantially the same manner as such Federal Reserve Bank
        computes and announces the weighted average it refers to as the "Federal
        Funds Effective Rate" as of the date of this Agreement; provided, that
        if such Federal Reserve Bank (or its successor) does not announce such
        rate on any day, the "Federal Funds Effective Rate" for such day shall
        be the Federal Funds Effective Rate for the last day on which such rate
        was announced.

               "Funding Breakage Date" shall have the meaning set forth in
        Section 2.13(b) hereof.
<PAGE>   12

               "Funding Breakage Indemnity" shall have the meaning set forth in
        Section 2.13(b) hereof.

               "Funding Periods" shall have the meaning set forth in Section
        2.06(c) hereof.

               "Funding Segment" of the Loans at any time shall mean the entire
        principal amount of the Loans to which at the time in question there is
        applicable a particular Funding Period beginning on a particular day and
        ending on a particular day. (By definition, the Loans shall at all times
        be composed of an integral number of discrete Funding Segments and the
        sum of the principal amounts of all Funding Segments at any time shall
        equal the aggregate principal amount of the Loans at such time.)

               "GAAP" shall have the meaning set forth in Section 1.03 hereof.

               "Governmental Action" shall have the meaning set forth in Section
        3.04 hereof.

               "Governmental Authority" shall mean any government or political
        subdivision or any agency, authority, bureau, central bank, commission,
        department or instrumentality of either, or any court, tribunal, grand
        jury or public or private mediator or arbitrator, in each case whether
        foreign or domestic.

               "Guaranty Equivalent": A Person (the "Deemed Guarantor") shall be
        deemed to be subject to a Guaranty Equivalent in respect of any
        indebtedness, obligation or liability (the "Assured Obligation") of
        another Person (the "Deemed Obligor") if the Deemed Guarantor directly
        or indirectly guarantees, becomes surety for, endorses, assumes, agrees
        to indemnify the Deemed Obligor against, or otherwise agrees, becomes or
        remains liable (contingently or otherwise) for, such Assured Obligation.
        Without limitation, a Guaranty Equivalent shall be deemed to exist if a
        Deemed Guarantor agrees, becomes or remains liable (contingently or
        otherwise), directly or indirectly: (a) to purchase or assume, or to
        supply funds for the payment, purchase or satisfaction of, an Assured
        Obligation, (b) to make any loan, advance, capital contribution or other
        investment in, or to purchase or lease any property or services from, a
        Deemed Obligor (i) to maintain the solvency of the Deemed Obligor, (ii)
        to enable the Deemed Obligor to meet any other financial condition,
        (iii) to enable the Deemed Obligor to satisfy any Assured Obligation or
        to make any Stock Payment or any other payment, or (iv) to assure the
        holder of such Assured Obligation against loss, (c) to purchase or lease
        property or services from the Deemed Obligor regardless of the
        non-delivery of or failure to furnish such property or services, (d) in
        a transaction having the characteristics of a take-or-pay or throughput
        contract or as described in paragraph 6 of FASB Statement of Financial
        Accounting Standards No. 47, or (e) in respect of any other transaction
        the effect of which is to assure the payment or performance (or payment
        of damages or other remedy in the event of nonpayment or nonperformance)
        of any Assured Obligation.

               "I&M Development Debt" shall mean the indebtedness in the
        original principal amount of $7,821,033 incurred by the Borrower as part
        of the Development Package to


<PAGE>   13

        finance the Borrower's share of the cost of the electric transmission
        facilities constituting part of the Phase I Project.

               "IDI" shall mean Iron Dynamics, Inc., an Indiana  corporation,
all of the capital stock of which is owned by the Borrower.

               "IDI Credit Agreement" shall mean the Credit Agreement dated as
of December 31, 1997, among IDI, the lenders party thereto and Mellon Bank,
N. A., as agent, as the same may be amended or modified from time to time.

               "Indebtedness" of a Person shall mean:

                      (a) All obligations on account of money borrowed by, or
               credit extended to or on behalf of, or for or on account of
               deposits with or advances to, such Person;

                      (b) All obligations of such Person evidenced by bonds,
               debentures, notes or similar instruments;

                      (c) All obligations of such Person for the deferred
               purchase price of property or services;

                      (d) All obligations secured by a Lien on property owned by
               such Person (whether or not assumed); and all obligations of such
               Person under Capitalized Leases (without regard to any limitation
               of the rights and remedies of the holder of such Lien or the
               lessor under such Capitalized Lease to repossession or sale of
               such property);

                      (e) The face amount of all letters of credit issued for
               the account of such Person and, without duplication, the
               unreimbursed amount of all drafts drawn thereunder, and all other
               obligations of such Person associated with such letters of credit
               or draws thereon;

                      (f) All obligations of such Person in respect of
               acceptances or similar obligations issued for the account of such
               Person;

                      (g) All obligations of such Person under a product
               financing or similar arrangement described in paragraph 8 of
               FASB Statement of Accounting Standards No. 49 or any similar
               requirement of GAAP; and

                      (h) All obligations of such Person under any interest rate
               or currency protection agreement, interest rate or currency
               future, interest rate or currency option, interest rate or
               currency swap or cap or other interest rate or currency hedge
               agreement.
<PAGE>   14

               "Indebtedness for Borrowed Money" shall mean Indebtedness
        described in clauses (a), (b), (d), (e) and (f) of the definition of
        Indebtedness herein, but in no event shall Indebtedness for Borrowed
        Money include (i) Indebtedness of IDI or (ii) the SMS vendor obligation
        or the electric transmission agreement debt, in each case appearing on
        the Borrower's balance sheet as of March 31, 1997.

               "Indemnified Parties" shall mean the Agent, the Lender Parties,
        the Arrangers, their respective Affiliates and the directors, officers,
        employees, attorneys and agents of each of the foregoing.

               "Initial Unborrowed Committed Amount" shall have the meaning set
        forth in Section 2.01(a) hereof.

               "Interest Expense" for any period shall mean the total interest
        expense of the Borrower Group for such period determined on a
        consolidated basis in accordance with GAAP.

               "Interest Rate Protection Agreements" shall have the meaning
        given that term in the Existing Credit Agreement.

               "Inventory" shall mean all goods now or hereafter owned by the
        Borrower, whenever acquired and wherever located, held for sale or lease
        or furnished or to be furnished under contracts of service, and all raw
        materials, spares and supplies, work in process and materials now or
        hereafter owned by the Borrower whenever acquired and wherever located,
        and used or consumed in its business.

                "IPO" shall mean the underwritten initial public offering of the
        Borrower's equity securities.

               "Law" shall mean any law (including common law), constitution,
        statute, treaty, convention, regulation, rule, ordinance, order,
        injunction, writ, decree or award of any Governmental Authority.

               "Lenders" shall mean lender parties listed on the signature pages
        hereof, subject to the provisions of Section 9.14 hereof pertaining to
        Persons becoming or ceasing to be Lenders, and "Lender" shall mean any
        of them.

               "Lender Parties" shall mean the Lenders, the Arrangers and the
        Agent.

               "Level 1 Day", "Level 2 Day", "Level 3 Day", "Level 4 Day",
        "Level 5 Day" and "Level 6 Day" shall have the respective meanings set
        forth in Section 2.06(b).

               "Leverage Ratio" for any period of four consecutive fiscal
        quarters shall mean the ratio of (a) consolidated Indebtedness for
        Borrowed Money of the Borrower Group (other


<PAGE>   15

        than Indebtedness of IDI under the IDI Credit Agreement) at the end of
        such period to (b) EBITDA of the Borrower Group for such period.

               "Lien" shall mean any mortgage, deed of trust, pledge, lien,
        security interest, charge or other encumbrance or security arrangement
        of any nature whatsoever, including but not limited to any conditional
        sale or title retention arrangement, and any assignment, deposit
        arrangement or lease intended as, or having the effect of, security.

               "Loans" shall have the meaning set forth in Section 2.01(a)
        hereof.

               "Loan Documents" shall mean this Agreement, the Notes, the
        Transfer Supplements and all other agreements and instruments extending,
        renewing, refinancing or refunding any indebtedness, obligation or
        liability arising under any of the foregoing, in each case as the same
        may be amended, modified or supplemented from time to time hereafter.

               "Loan Parties" shall mean the Borrower and each Subsidiary of the
        Borrower, and "Loan Party" shall mean any one of them.

               "London Business Day" shall mean a day for dealing in deposits in
        Dollars by and among banks in the London interbank market and which is a
        Business Day.

               "Material Adverse Effect" shall mean: (a) a material adverse
        effect on the business, operations or condition (financial or otherwise)
        of the Borrower or of the Borrower Group, (b) a material adverse effect
        on the ability of the Borrower or any other Loan Party to perform or
        comply with any of the terms and conditions of any Loan Document or (c)
        a material adverse effect on (i) the legality, validity, binding effect,
        enforceability or admissibility into evidence of any Loan Document, or
        (ii) the ability of the Agent or any Lender Party to enforce any rights
        or remedies under or in connection with any Loan Document which could,
        in the judgment of the Required Lenders reasonably exercised, prevent
        the practical realization of the rights and benefits of the Lenders
        under such Loan Document.

               "Maturity Date" shall mean January 31, 2003.

               "Measurement Period" with respect to any day shall mean the
        period of four consecutive fiscal quarters of the Borrower most recently
        ended in a month which is not the month immediately preceding the month
        in which such day occurs.

               "Mellon" shall mean Mellon Bank, N.A., a national banking
        association.

               "Mortgage" shall have the meaning given that term in the
        Existing Credit Agreement.


<PAGE>   16

               "Multiemployer Plan" shall mean any employee benefit plan which
        is a "multiemployer plan" within the meaning of Section 4001(a)(3) of
        ERISA and to which any Loan Party or any Controlled Group Member has or
        had an obligation to contribute.

               "Net Cash Proceeds" with respect to any property or issuance of
        debt or equity securities shall mean cash or cash equivalents received
        by any Loan Party from, and payments of principal of any Capitalized
        Lease Obligations or other obligation received by any Loan Party in
        connection with, the sale, lease or other disposition of such property
        or securities, minus the sum of (a) expenses reasonably incurred in
        respect of such sale, lease or other disposition, (b) any sales or
        transfer taxes payable as a result of such sale, lease or other
        disposition, (c) incremental income taxes reasonably estimated by the
        Borrower to be payable by such Loan Party as a result of such sale,
        lease or other disposition and (d) the amount required to discharge any
        indebtedness or obligation secured by a Lien on such property and
        required to be discharged in connection with such sale, lease or other
        disposition.

               "Net Income" for any period shall mean the net earnings (or loss)
        after taxes of the Borrower Group for such period determined on a
        consolidated basis in accordance with GAAP; provided, that there shall
        be deducted therefrom (a) any restoration to income of any contingency
        reserve, except to the extent that provision for such reserve was made
        against income during such period, and (b) any gain arising from the
        acquisition of any securities, or the extinguishment, under GAAP, of any
        Indebtedness, of the Borrower Group.

               "Notes" shall have the meaning given in Section 2.01(c) hereof.

               "Notional Euro-Rate Funding Office" shall have the meaning given
        to that term in Section 2.15(a) hereof.

               "Obligations" shall mean all indebtedness, obligations and
        liabilities of any Loan Party to any Lender Party or the Agent from time
        to time arising under or in connection with or related to or evidenced
        by or secured by or under color of this Agreement or any other Loan
        Document, and all extensions, renewals or refinancings thereof, whether
        such indebtedness, obligations or liabilities are direct or indirect,
        otherwise secured or unsecured, joint or several, absolute or
        contingent, due or to become due, whether for payment or performance,
        now existing or hereafter arising. Without limitation of the foregoing,
        such indebtedness, obligations and liabilities include the principal
        amount of Loans, interest, guaranty obligations, fees, indemnities or
        expenses under or in connection with this Agreement or any other Loan
        Document, and all extensions, renewals and refinancings thereof, whether
        or not such Loans were made in compliance with the terms and conditions
        of this Agreement or in excess of the obligation of the Lenders to lend.
        Obligations shall remain Obligations notwithstanding any assignment or
        transfer or any subsequent assignment or transfer of any of the
        Obligations or any interest therein.

<PAGE>   17

               "Office," when used in connection with the Agent, shall mean its
        office located at One Mellon Bank Center, Pittsburgh, Pennsylvania, or
        at such other office or offices of the Agent or any branch, subsidiary
        or affiliate thereof as may be designated in writing from time to time
        by the Agent to the Borrower.

               "Participants" shall have the meaning set forth in Section
        9.14(b) hereof.

               "PBGC" means the Pension Benefit Guaranty Corporation established
        under Title IV of ERISA or any other governmental agency, department or
        instrumentality succeeding to the functions of said corporation.

               "Pension-Related Event" shall mean any of the following events or
        conditions:

                      (a) Any action is taken by any Person (i) to terminate, or
               which would result in the termination of, a Plan, either pursuant
               to its terms or by operation of law (including, without
               limitation, any amendment of a Plan which would result in a
               termination under Section 4041(e) of ERISA) other than compliance
               with Section 4041(b) of ERISA, or (ii) to have a trustee
               appointed for a Plan pursuant to Section 4042 of ERISA;

                      (b) PBGC notifies any Person of its determination that an
               event described in Section 4042 of ERISA has occurred with
               respect to a Plan, that a Plan should be terminated, or that a
               trustee should be appointed for a Plan;

                      (c)  Any Reportable Event occurs with respect to a Plan;

                      (d) Any action occurs or is taken which could result in
               any Loan Party becoming subject to liability for a complete or
               partial withdrawal by any Person from a Multiemployer Plan
               (including, without limitation, seller liability incurred under
               Section 4204(a)(2) of ERISA), or any Loan Party or any Controlled
               Group Member receives from any Person a notice or demand for
               payment on account of any such alleged or asserted liability; or

                      (e) (i) There occurs any failure to meet the minimum
               funding standard under Section 302 of ERISA or Section 412 of the
               Code with respect to a Plan, or any tax return is filed showing
               any tax payable under Section 4971(a) of the Code with respect to
               any such failure, or any Loan Party or any Controlled Group
               Member receives a notice of deficiency from the Internal Revenue
               Service with respect to any alleged or asserted such failure, or
               (ii) any request is made by any Person for a variance from the
               minimum funding standard, or an extension of the period for
               amortizing unfunded liabilities, with respect to a Plan.

               "Permitted Liens" shall have the meaning set forth in Section
        6.02 hereof.


<PAGE>   18

               "Permitted Payments" shall mean payments made by the Borrower to
        Persons (other than Affiliates of the Borrower) of regular and customary
        legal, accounting and similar fees in connection with the Borrowers'
        capital stock, maintenance of the corporate existence of the Borrower,
        the compliance of the Borrower with Laws and other customary
        administrative expenses.

               "Person" shall mean an individual, corporation, partnership,
        trust, unincorporated association, joint venture, joint-stock company,
        Governmental Authority or any other entity.

               "Phase I Project" shall mean the 1.2 million ton thin slab cast
        mini-mill and related improvements (including without limitation the
        electric substation, the water-distribution system and mill railroad
        tracks located on the Project Site.

               "Phase II Project" shall mean the cold rolling and coating steel
        processing facility located on the Project Site.

               "Plan" means any employee pension benefit plan within the meaning
        of Section 3(2) of ERISA (other than a Multiemployer Plan) covered by
        Title IV of ERISA by reason of Section 4021 of ERISA, of which any Loan
        Party or any Controlled Group Member is or has been within the preceding
        five years a "contributing sponsor" within the meaning of Section
        4001(a)(13) of ERISA, or which is or has been within the preceding five
        years maintained for employees of any Loan Party or any Controlled Group
        Member.

               "Postretirement Benefits" shall mean any benefits, other than
        retirement income, provided by any Loan Party to retired employees, or
        to their spouses, dependents or beneficiaries, including, without
        limitation, group medical insurance or benefits, or group life insurance
        or death benefits.

               "Postretirement Benefit Obligation" shall mean that portion of
        the actuarial present value of all Postretirement Benefits expected to
        be provided by any Loan Party which is attributable to employees'
        service rendered to the date of determination (assuming that such
        liability accrues ratably over an employee's working life to the earlier
        of his date of retirement or the date on which the employee would first
        become eligible for full benefits), reduced by the fair market value as
        of the date of determination of any assets which are segregated from the
        assets of the applicable Loan Party and which have been restricted so
        that they cannot be used for any purpose other than to provide
        Postretirement Benefits or to defray related expenses.

               "Potential Default" shall mean any event or condition which with
        notice, passage of time, or both, would constitute an Event of Default.

               "Prime Rate" as used herein, shall mean the interest rate per
        annum announced from time to time by the Agent as its prime rate, such
        rate to change automatically effective as of the effectiveness of each
        announced change in such prime rate. The Prime


<PAGE>   19

        Rate may be greater or less than other interest rates charged by the
        Agent to other borrowers and is not solely based or dependent upon the
        interest rate which the Agent may charge any particular borrower or
        class of borrower.

               "Project Site" shall mean the property described in Exhibit A to
        the Mortgage and which is located in Butler, Indiana.

               "Pro Rata" shall mean from or to each Lender in proportion to its
        Commitment Percentage.

               "Purchasing Lender" shall have the meaning set forth in Section
        9.14(c) hereof.

               "Register" shall have the meaning set forth in Section 9.14(d)
        hereof.

               "Regular Payment Date" shall mean the last day of each March,
        June, September and December after the Closing Date, commencing June 30,
        2000.

               "Reportable Event" means (i) a reportable event described in
        Section 4043 of ERISA and regulations thereunder, (ii) a withdrawal by a
        substantial employer from a Plan to which more than one employer
        contributes, as referred to in Section 4063(b) of ERISA, (iii) a
        cessation of operations at a facility causing more than twenty percent
        (20%) of Plan participants to be separated from employment, as referred
        to in Section 4062(e) of ERISA, or (iv) a failure to make a required
        installment or other payment with respect to a Plan when due in
        accordance with Section 412 of the Code or Section 302 of ERISA which
        causes the total unpaid balance of missed installments and payments
        (including unpaid interest) to exceed $750,000.

               "Required Lenders" shall mean, as of any date, Lenders which have
        Commitments (or, if the Commitments have terminated, outstanding Loans)
        constituting at least 51% of the total Commitments (or if the
        Commitments have terminated, outstanding Loans).

               "Requirement of Law" shall mean, as to any Person, the
        certificate or articles of incorporation and by-laws or other
        organizational or governing documents of such Person, and any Law,
        right, privilege, qualification, license or franchise or determination
        of an arbitrator or a court or other Governmental Authority, in each
        case applicable or binding upon such Person or any of its property (now
        owned or hereafter acquired) or to which such Person or any of its
        property is subject or pertaining to any or all of the transactions
        contemplated or referred to herein.

               "Responsible Officer" shall mean the President, any Executive
        Vice President, the Treasurer or the Chief Financial Officer of the
        Borrower.

               "SMS" shall mean SMS Schloemann-Siemag AG, a German corporation,
        or its successor.


<PAGE>   20

               "SMS Documents" shall have the meaning given to that term in the
        Existing Credit Agreement.

               "Solvent" means, with respect to any Person at any time, that at
        such time (a) the sum of the debts and liabilities (including, without
        limitation, contingent liabilities) of such Person is not greater than
        all of the assets of such Person at a fair valuation, (b) the present
        fair salable value of the assets of such Person is not less than the
        amount that will be required to pay the probable liability of such
        Person on its debts as they become absolute and matured, (c) such Person
        has not incurred, does not intend to incur, and does not believe that it
        will incur, debts or liabilities (including, without limitation,
        contingent liabilities) beyond such person's ability to pay as such
        debts and liabilities mature, (d) such Person is not engaged in, and is
        not about to engage in, a business or a transaction for which such
        person's property constitutes or would constitute unreasonably small
        capital, and (e) such Person is not otherwise insolvent as defined in,
        or otherwise in a condition which could in any circumstances then or
        subsequently render any transfer, conveyance, obligation or act then
        made, incurred or performed by it avoidable or fraudulent pursuant to,
        any Law that may be applicable to such Person pertaining to bankruptcy,
        insolvency or creditors' rights (including but not limited to the
        Bankruptcy Code of 1978, as amended, and, to the extent applicable to
        such Person, the Uniform Fraudulent Conveyance Act, the Uniform
        Fraudulent Transfer Act, or any other applicable Law pertaining to
        fraudulent conveyances or fraudulent transfers or preferences).

               "Specified Unsecured Placed Debt" shall mean unsecured
        Indebtedness of the Borrower, in an aggregate principal amount at any
        time outstanding not exceeding the difference between (i) $350,000,000
        and (ii) the outstanding principal amount of the Loans under this
        Agreement at such time, which Indebtedness meets the following
        requirements: (w) such Indebtedness has no stated maturity less than
        seven years from the date of its issuance; (x) such Indebtedness is
        issued by the Borrower for cash and all of the net proceeds of such
        Indebtedness are used to pay, in whole or in part, either or both of (i)
        the "Loans" under the Existing Credit Agreement, as amended, and (ii)
        the Loans hereunder; (y) upon the receipt of the net proceeds of such
        Indebtedness, either or both of the unborrowed Commitments hereunder and
        the unborrowed "Commitments" under the Existing Credit Agreement, as
        amended, shall be permanently reduced in an aggregate amount equal to
        (i) the excess of such net proceeds over $175,000,000 minus (ii) the
        amount of such net proceeds applied to payment of the Loans hereunder
        minus (iii) the amount of such net proceeds applied to the payment of
        Tranche 2 Loans and Tranche 3 Loans under the Existing Credit Agreement,
        as amended; and (z) the holders of such Indebtedness, as such, do not
        have the benefit of any restriction on Liens, any financial covenants
        more restrictive than the financial covenants contained in this
        agreement on the Closing Date or any material covenant, condition,
        mandatory prepayment event or event of default not contained in this
        Agreement (unless the Borrower makes a binding offer to add such
        covenant, condition or event of default to this Agreement by an
        amendment hereto in form and substance reasonably satisfactory to the
        Required Lenders).


<PAGE>   21

               "Standard Notice" shall mean an irrevocable notice provided to
        the Agent on a Business Day which is at least four London Business Days
        in advance. Standard Notice must be provided no later than 10:00 a.m.,
        Pittsburgh time, on the last day permitted for such notice.

               "Stock Payment" by any Person shall mean any dividend,
        distribution or payment of any nature (whether in cash, securities, or
        other property) on account of or in respect of any shares of the capital
        stock (or warrants, options or rights therefor) of such Person,
        including but not limited to any payment on account of the purchase,
        redemption, retirement, defeasance or acquisition of any shares of the
        capital stock (or warrants, options or rights therefor) of such Person,
        in each case regardless of whether required by the terms of such capital
        stock (or warrants, options or rights) or any other agreement or
        instrument.

               "Subsidiary" shall mean any corporation of which a majority (by
        number of shares or number of votes) of any class of outstanding capital
        stock normally entitled to vote for the election of one or more
        directors (regardless of any contingency which does or may suspend or
        dilute the voting rights of such class) is at such time owned directly
        or indirectly, beneficially or of record, by the Borrower or one or more
        Subsidiaries of the Borrower. For purposes of this Agreement, New
        Millennium Building Systems, LLC shall be considered a Subsidiary.

               "Tangible Net Worth" at any time shall mean the total amount of
        stockholders' equity of the Borrower Group at such time determined on a
        consolidated basis in accordance with GAAP, except that there shall be
        deducted therefrom the book value of all intangible assets (other than
        the asset denominated the I&M Transmission Facilities Agreement (as
        defined in the Original Agreement) which corresponds to the I&M
        Development Debt) and deferred charges of the Borrower Group at such
        time determined in accordance with GAAP.

               "Tax Affected Lender" shall have the meaning assigned to that
        term in Section 2.14(f) hereof.

               "Taxes" shall have the meaning set forth in Section 2.14 hereof.

               "Transfer Effective Date" shall have the meaning set forth in the
        applicable Transfer Supplement.

               "Transfer Supplement" shall have the meaning set forth in Section
        9.14(c) hereof.

               "Treasury Rate" as of any Funding Breakage Date shall mean the
        rate per annum determined by the applicable Lender (which determination
        shall be conclusive absent manifest error) to be the semiannual
        equivalent yield to maturity (expressed as a semiannual equivalent and
        decimal and, in the case of United States Treasury bills, converted to a
        bond equivalent yield) for United States Treasury securities maturing on

<PAGE>   22

        the last day of the corresponding Funding Period and trading in the
        secondary market in reasonable volume (or if no such securities mature
        on such date, the rate determined by standard securities interpolation
        methods as applied to the series of securities maturing as close as
        possible to, but earlier than, such date, and the series of such
        securities maturing as close as possible to, but later than, such date).

               "Unborrowed Committed Amount" shall have the meaning set forth in
        Section 2.01(a) hereof


               1.02. Construction. Unless the context of this Agreement
otherwise clearly requires, references to the plural include the singular, the
singular the plural and the part the whole; "or" has the inclusive meaning
represented by the phrase "and/or"; and "property" includes all properties and
assets of any kind or nature, tangible or intangible, real, personal or mixed.
References in this Agreement to "determination" (and similar terms) by the Agent
or by any Lender include good faith estimates by the Agent or by any Lender (in
the case of quantitative determinations) and good faith beliefs by the Agent or
by any Lender (in the case of qualitative determinations). The words "hereof,"
"herein," "hereunder" and similar terms in this Agreement refer to this
Agreement as a whole and not to any particular provision of this Agreement.
References herein to "out-of-pocket expenses" of a Person (and similar terms)
include, but are not limited to, the fees of in-house counsel and other in-house
professionals of such Person to the extent that such fees are routinely
identified and separately and specifically charged under such Person's normal
cost accounting system consistent with past practice. The terms "include" and
"including" mean "including without limitation". The section and other headings
contained in this Agreement and the Table of Contents preceding this Agreement
are for reference purposes only and shall not control or affect the construction
of this Agreement or the interpretation thereof in any respect. Section,
subsection and exhibit references are to this Agreement unless otherwise
specified.

               1.03.  Accounting Principles.

               (a) As used herein, "GAAP" shall mean generally accepted
accounting principles in the United States, applied on a basis consistent with
the principles used in preparing the Borrower's financial statements as of June
30, 1994 and for the fiscal quarter then ended.

               (b) Except as otherwise provided in this Agreement, all
computations and determinations as to accounting or financial matters shall be
made, and all financial statements to be delivered pursuant to this Agreement
shall be prepared, in accordance with GAAP (including principles of
consolidation where appropriate), and all accounting or financial terms shall
have the meanings ascribed to such terms by GAAP.

               (c) If and to the extent that the financial statements generally
prepared by the Borrower apply accounting principles other than GAAP, all
financial statements referred to in this Agreement or any other Loan Document
shall be delivered in duplicate, one set based on the accounting principles then
generally applied by the Borrower and one set based on GAAP. To


<PAGE>   23

the extent this Agreement or such other Loan Document requires financial
statements to be accompanied by an opinion of independent accountants, each set
of financial statements shall be accompanied by such an opinion.



                                   ARTICLE II
                                   THE CREDITS

               2.01.  Standby Term Loans.

               (a) Commitments. Subject to the terms and conditions and relying
upon the representations and warranties herein set forth, each Lender, severally
and not jointly, agrees (such agreement being herein called such Lender's
"Commitment") to make loans (the "Loans") to the Borrower at any time or from
time to time on or after the Closing Date and to and including the date which is
364 days after the Closing Date (as may be extended in accordance with Section
2.03 below, the "Commitment Period End Date"). A Lender shall have no obligation
to make any Loan in an amount exceeding such Lender's Unborrowed Committed
Amount at such time. Each Lender's "Unborrowed Committed Amount" at any time
shall be equal to the amount set forth as its "Initial Unborrowed Committed
Amount" below its name on the signature pages hereof, as such amount may have
been reduced under subsections (b), (c) or (d) of Section 2.02 hereof at such
time, and subject to transfer to another Lender as provided in Section 9.14
hereof.

               (b) Nature of Credit. As provided in Section 2.02(b) hereof, the
Borrower may not reborrow amounts repaid with respect to Loans.

               (c) Notes. The obligation of the Borrower to repay the unpaid
principal amount of the Loans made to it by each Lender and to pay interest
thereon shall be evidenced in part by promissory notes of the Borrower, one to
each Lender, dated the Closing Date (the "Notes") in substantially the form
attached hereto as Exhibit A, with the blanks appropriately filled, payable to
the order of such Lender in a face amount equal to such Lender's Initial
Unborrowed Committed Amount.

               (d)  Maturity.  To the extent not due and payable earlier, the
        Loans shall be due and payable on the Maturity Date.


               2.02.  Commitment Fee; Reduction of the Unborrowed Committed
        Amounts.

               (a) Commitment Fee. The Borrower shall pay to the Agent for the
account of each Lender a commitment fee (the "Commitment Fee") for each day from
and including the Closing Date to and including the Commitment Period End Date
(based on a year of 365 days and actual days elapsed) equal to 0.125% per annum
for each Level I Day, 0.15% per annum for each Level II Day, 0.20% per annum for
each Level III Day, 0.25% per annum for each Level IV


<PAGE>   24

Day, 0.30% per annum for each Level V Day and 0.375% per annum for each Level VI
Day, in each case on an amount equal to such Lender's Unborrowed Committed
Amount on such day. Such Commitment Fee shall be due and payable for the
preceding period for which such fee has not been paid: (x) on each Regular
Payment Date, (y) on the date of each reduction of the Unborrowed Committed
Amounts (whether optional or mandatory) on the amount so reduced and (z) on the
Commitment Period End Date.

               (b) Automatic Reduction of the Unborrowed Committed Amounts. Each
Loan made by a Lender shall automatically reduce such Lender's Unborrowed
Committed Amount by the amount of such Loan. After each Loan is made the
Commitment Fee shall be calculated upon the Unborrowed Committed Amounts as so
reduced.

               (c) Optional Reduction of the Unborrowed Committed Amounts. The
Borrower may at any time or from time to time reduce Pro Rata the Unborrowed
Committed Amounts of the Lenders to an aggregate amount (which may be zero) not
less than the sum of the principal amount of all Loans not yet made as to which
notice has been given by the Borrower under Section 2.05 hereof. Any reduction
of the Unborrowed Committed Amounts shall be in an aggregate amount which is an
integral multiple of $2,000,000. Reduction of the Unborrowed Committed Amounts
shall be made by providing not less than three Business Days' notice (which
notice shall be irrevocable) to such effect to the Agent. After the date
specified in such notice the Commitment Fee shall be calculated upon the
Unborrowed Committed Amounts as so reduced.

               (d) Mandatory Reduction of the Unborrowed Committed Amounts. If
and to the extent that pursuant to Section 2.10 hereof a mandatory prepayment
would be required to be applied to the Loans if Loans were outstanding, and to
the extent that there are no Loans outstanding at such time, the Borrower shall
reduce Pro Rata the Unborrowed Committed Amounts of the Lenders by an aggregate
amount not less than the amount of the aggregate mandatory prepayment that would
be required pursuant to Section 2.10 to be applied to the Loans if Loans were
outstanding. The Borrower shall give the Agent notice of such event, setting
forth the particulars thereof in reasonable detail, not later than the date on
which such mandatory prepayment would be required to be made pursuant to Section
2.10, and shall give the Agent notice of reduction of the Unborrowed Committed
Amounts so that such notice shall become effective not later than the date on
which such mandatory prepayment would be required to be made pursuant to such
Section 2.10. After the date specified in such notice the Commitment Fee shall
be calculated upon the Unborrowed Committed Amounts as so reduced.

               2.03. Extension of Commitment Period End Date. The Borrower may
request a one-time extension of the Commitment Period End Date to a date which
is not more than 364 days from the original Commitment Period End Date. Such
request shall be in writing delivered to the Agent, between 75 and 50 days prior
to the original Commitment Period End Date. Upon receipt of the Borrower's
request as aforesaid, each Lender shall conduct its own complete credit review
of the Borrower and, within 45 days following its receipt of the Borrower's
request, shall advise the Agent whether it consents to such extension. The
Commitment Period End Date shall be extended only with the written consent of
all the Lenders, which consent may be given or withheld in the sole and absolute
discretion of each Lender, respectively. Any Lender which


<PAGE>   25

does not reply to such request by the Business Day prior to the original
Commitment Period End Date will be deemed to have withheld its consent thereto.
Promptly upon its receipt of the responses of all the Lenders, the Agent shall
advise the Borrower as to whether such extension has been granted. If such
extension is granted, such extension shall not become effective until the
original Commitment Period End Date, and effectiveness of the Lenders' agreement
to extend the Commitment Period End Date shall be subject to fulfillment by the
Borrower of the conditions precedent set forth in Section 4.02 hereof.

               2.04. Annual Facility Fee. On the Closing Date and on each
anniversary of the Closing Date, the Borrower shall pay to the Agent for the
account of each Lender an annual facility fee in an amount equal to 0.25%
multiplied by the sum of (i) such Lender's Unborrowed Committed Amount on such
day and (ii) the aggregate amount of such Lender's outstanding Loans on such
day.

               2.05.  Making of Loans.  Whenever the Borrower desires that the
Lenders make Loans, the Borrower shall provide Standard Notice to the Agent
setting forth the following information:

               (a) The date, which shall be a Business Day, on which such
        proposed Loans are to be made;

               (b) The aggregate principal amount of such proposed Loans, which
        shall be the sum of the principal amounts selected pursuant to clause
        (d) of this Section 2.05, and which shall be an integral multiple of
        $500,000 not less than $1,000,000;

               (c) The principal amounts selected in accordance with Section
        2.06(d) hereof of each Funding Segment of such proposed Loans; and

               (d) With respect to each such Funding Segment of such proposed
        Loans, the Funding Period to apply to such Funding Segment, selected in
        accordance with Section 2.06(c) hereof.

Standard Notice having been so provided, the Agent shall promptly notify each
Lender no later than 12:00 o'clock Noon, Pittsburgh time, of the information
contained therein and of the amount of such Lender's Loan. Unless any applicable
condition specified in ARTICLE IV hereof has not been satisfied, on the date
specified in such Standard Notice each Lender shall make the proceeds of its
Loan available to the Agent at the Agent's Office, no later than 2:00 o'clock
P.M., Pittsburgh time, in funds immediately available at such Office. Promptly
after its receipt thereof, the Agent will make the funds so received available
to the Borrower in funds immediately available at the Agent's Office.

<PAGE>   26

               2.06.  Interest Rates.

               (a) Basis of Interest Calculation. Subject to the provisions of
        this Agreement the Borrower may select different Funding Segments to
        apply simultaneously to different parts of the Loans. The aggregate
        number of Funding Segments applicable to the Loans at any time shall not
        exceed eight. The unpaid principal amount of the Loans shall bear
        interest for each day until due at a rate per annum (based on a year of
        360 days and actual days elapsed) for each day equal to the Euro-Rate
        for such day plus the Applicable Margin for such day. "Euro-Rate" for
        any day, as used herein, shall mean for each Funding Segment
        corresponding to a proposed or existing Euro-Rate Funding Period the
        rate per annum determined by the Agent by dividing (the resulting
        quotient to be rounded upward to the nearest 1/100 of 1%) (A) the rate
        of interest (which shall be the same for each day in such Euro-Rate
        Funding Period) quoted on the Reuters screen ISDA page to be (or, if
        such Reuters quotation is not available, determined in good faith by the
        Agent, after inquiry to two reference banks selected by the Agent from
        among the Lenders, in accordance with its usual procedures when
        reference banks are consulted (which determination shall be conclusive)
        to be) the average of the rates per annum for deposits in Dollars
        offered to major money center banks in the London interbank market at
        approximately 11:00 a.m., London time, two London Business Days prior to
        the first day of such Euro-Rate Funding Period for delivery on the first
        day of such Euro-Rate Funding Period in amounts comparable to such
        Funding Segment and having maturities comparable to such Funding Period
        by (B) a number equal to 1.00 minus the Euro-Rate Reserve Percentage.

               "Euro-Rate Reserve Percentage" for any day shall mean the
        percentage (expressed as a decimal, rounded upward to the nearest 1/100
        of 1%), as determined in good faith by the Agent (which determination
        shall be conclusive absent manifest error), which is in effect on such
        day as prescribed by the Board of Governors of the Federal Reserve
        System (or any successor) representing the maximum reserve requirement
        (including, without limitation, supplemental, marginal and emergency
        reserve requirements) with respect to eurocurrency funding (currently
        referred to as "Eurocurrency liabilities") of a member bank in such
        System. The Euro-Rate shall be adjusted automatically as of the
        effective date of each change in the Euro-Rate Reserve Percentage. The
        Euro-Rate shall be calculated in accordance with the foregoing whether
        or not any Lender is actually required to hold reserves in connection
        with its eurocurrency funding or, if required to hold such reserves, is
        required to hold reserves at the "Euro-Rate Reserve Percentage" as
        herein defined.

               The Agent shall give prompt notice to the Borrower and to the
        Lenders of the Euro-Rate determined or adjusted in accordance with the
        definition of the Euro-Rate, which determination or adjustment shall be
        conclusive if made in good faith.

               (b)  Applicable Margins.

               (i) As used herein:


<PAGE>   27

               "Level I Day" means any day for which the Leverage Ratio for the
        Measurement Period is less than 2.0 to 1.

               "Level II Day" means any day for which the Leverage Ratio for the
        Measurement Period is 2.0 to 1 or higher but less than 2.5 to 1.

               "Level III Day" means any day for which the Leverage Ratio for
        the Measurement Period is 2.5 to 1 or higher but less than 3.0 to 1.

               "Level IV Day" means any day for which the Leverage Ratio for the
        Measurement Period is 3.0 to 1 or higher but less than 3.5 to 1.

               "Level V Day" means any day for which the Leverage Ratio for the
        Measurement Period is 3.5 to 1 or higher but less than 4.0 to 1.

               "Level VI Day" means any day for which the Leverage Ratio for the
        Measurement Period is 4.0 to 1 or higher.

               (ii) The "Applicable Margin" for each installment of each Loan
for any day shall be 1.125% for each Level I Day, 1.25% for each Level II Day,
1.375% for each Level III Day, 1.50% for each Level IV Day, 1.875% for each
Level V Day and 2.25% for each Level VI Day.

               (iii) Notwithstanding clause (ii) above, upon the occurrence of
an Event of Default, the Applicable Margin for each Loan for any day shall mean
the percentage set forth with respect thereto in clause (ii) plus 2%. Such
Applicable Margin shall remain in effect from the date of the occurrence of such
Event of Default until the earlier to occur of (a) the date on which such Event
of Default is cured or waived or otherwise ceases to exist (and no other Event
of Default exists), in which case the Applicable Margin shall be determined in
accordance with clause (ii) above, and (b) the date on which the unpaid
principal amount of the Loans, interest accrued thereon and all other
Obligations are declared to be immediately due and payable pursuant to Section
7.02(a)(ii) hereof, in which case Section 2.12(c) shall apply.

               (iv) Notwithstanding clause (ii) above, but subject to clause
(iii) above, the Applicable Margin for all Loans for any day on which Standard &
Poor's Ratings Group has issued, and there remains applicable, a rating of the
Borrower's senior unsecured debt rating of BBB- or better shall be 1.00%.

               (c) Funding Periods. At any time when the Borrower shall give
notice that it desires Loans to be made, the Borrower shall specify one or more
periods (each a "Funding Periods" or a "Euro-Rate Funding Period") to apply to
such Loans, each such Funding Period being one, two, three or six months;
provided, that:

               (i) Each Euro-Rate Funding Period shall begin on a London
        Business Day, and the term "month", when used in connection with a
        Euro-Rate Funding Period, shall


<PAGE>   28

        mean the interval between the Euro-Convention Dates in consecutive
        calendar months as to such Euro-Rate Funding Period (and the
        "Euro-Convention Date" in a calendar month as to any Euro-Rate Funding
        Period shall mean the day in such calendar month numerically
        corresponding to the first day of such Euro-Rate Funding Period, except
        (x) if there is no such numerically corresponding day in a calendar
        month, the "Euro-Convention Date" for such calendar month shall mean the
        last London Business Day of such calendar month, (y) if the first day of
        such Euro-Rate Period is the last day of a calendar month, the
        "Euro-Convention Date" for any calendar month shall mean the last London
        Business Day of such calendar month and (z) otherwise, if a numerically
        corresponding day in a given calendar month is not a London Business
        Day, the "Euro-Convention Date" for such calendar month shall mean the
        next following day that is a London Business Day, but not later than the
        last Business Day of such calendar month);

               (ii)    For any Loan, the Borrower may not select a Funding
        Period that would end after the Maturity Date; and

               (iii)   The Borrower shall, in selecting any Funding Period,
        allow for scheduled mandatory payments and foreseeable mandatory
        prepayments of the Loans.

               (d) Transactional Amounts. Every selection of any Period to apply
to any Loans and every payment or prepayment of any Loans shall be in a
principal amount such that after giving effect thereto the aggregate principal
amount of each Funding Segment of the Loans shall be equal to $1,000,000 or
higher integral multiples of $500,000.

               (e) Euro-Rate Unascertainable; Impracticability.  If

               (i)     on any date on which a Euro-Rate would otherwise be set
        the Agent (in the case of clauses (A) or (B) below) or any Lender (in
        the case of clause (C) below) shall have determined in good faith (which
        determination shall be conclusive) that:

                      (A) adequate and reasonable means do not exist for
                ascertaining such Euro-Rate,

                      (B)  a contingency has occurred which materially and
                adversely affects the interbank eurodollar market, as the case
                may be, or

                      (C) the effective cost to such Lender of funding a
               proposed Funding Segment of the Loans from a Corresponding Source
               of Funds shall exceed the Euro-Rate applicable to such Funding
               Segment, or

               (ii) at any time any Lender shall have determined in good faith
        (which determination shall be conclusive) that the making, commitment to
        make, maintenance or funding of any part of the Loans with reference to
        the Euro-Rate has been made impracticable or unlawful by compliance by
        such Lender or a Notional Euro-Rate Funding Office in good faith with
        any Law or guideline or interpretation or


<PAGE>   29

        administration thereof by any Governmental Authority charged with the
        interpretation or administration thereof or with any request or
        directive of any such Governmental Authority (whether or not having the
        force of law);

then, and in any such event, the Agent or such Lender, as the case may be, shall
promptly notify the Borrower of such determination (and any Lender giving such
notice shall notify the Agent) and the Euro-Rate shall be deemed to be the most
recent ascertainable Euro-Rate with a Euro-Rate Funding Period of one month (or,
at the option of the applicable Lender, such Lender's cost of funds as verified
to the Borrower and the Agent) until the Agent or such Lender, as the case may
be, shall have later notified the Borrower and the Lenders of the Agent's or
such Lender's determination in good faith (which determination shall be
conclusive) that the circumstances giving rise to such previous determination no
longer exist.

               If at the time the Agent or a Lender (an "Affected Lender") makes
a determination under subsection (i) or (ii) of this Section 2.06(e) the
Borrower previously has notified the Agent that it wishes to borrow any proposed
Loans which have not yet been made, the Euro-Rate with respect to such Loans
shall be deemed to be the most recent ascertainable Euro-Rate with a Euro-Rate
Funding Period of one month (or, at the option of the applicable Lender, such
Lender's cost of funds as verified to the Borrower and the Agent) until the
Agent or the applicable Lender, as the case may be, shall have later notified
the Borrower and the Lenders of the Agent's or such Lender's determination in
good faith (which determination shall be conclusive) that the circumstances
giving rise to such previous determination no longer exist.

               2.07.  Funding Periods.

               (a) Renewal of Funding Periods. Subject to the provisions of
Section 2.13(b) hereof, and if no Event of Default or Potential Default shall
have occurred and be continuing or shall exist, the Borrower may, at the
expiration of any Funding Period with respect to a Funding Segment of the Loans,
select, in accordance with Section 2.06(c), one or more Funding Periods to apply
to such Funding Segment by giving the Agent Standard Notice setting forth such
Funding Segment and Funding Period(s).

               (b) Failure to Renew. Absent due notice from the Borrower of
renewal in the circumstances described in Section 2.07(a) hereof, any Funding
Segment of the Loans for which such notice is not received shall automatically
on the last day of the expiring Funding Period be subject to a subsequent
Funding Period of one month.

               2.08.  Prepayments Generally.  Whenever the Borrower desires or
is required to prepay any part of its Loans, it shall provide Standard Notice to
the Agent setting forth the following information:

               (i)  The date, which shall be a Business Day, on which the
        proposed prepayment is to be made;

               (ii)  The total principal amount of such prepayment; and
<PAGE>   30

               (iii) The principal amounts selected in accordance with Section
        2.06(d) hereof of each part of each Funding Segment to be prepaid.

Standard Notice having been so provided, on the date specified in such Standard
Notice, the principal amounts of each part of the Loans specified in such
notice, together with interest on each such principal amount to such date, shall
be due and payable.

               2.09. Optional Prepayments. (a) The Borrower shall have the right
at its option from time to time to prepay its Loans in whole or part without
premium or penalty (subject, however, to Section 2.13(b) hereof) at the
expiration of any Funding Period with respect to any part of the Funding Segment
corresponding to such expiring Funding Period. Any such prepayment shall be made
in accordance with Section 2.08 hereof.

               (b) Optional prepayment, if made, shall be in integral multiples
of $1,000,000.

               2.10.  Mandatory Prepayments.

               (a) The Borrower shall prepay a principal amount of the Loans in
an amount equal to the amount of any repayment of Indebtedness by IDI to the
Borrower or the amount of any distribution by IDI to the Borrower, other than,
in each case, a Specified IDI Payment. As used herein, the term "Specified IDI
Payment" means a repayment of Indebtness by IDI to the Borrower or a
distribution by IDI to the Borrower if, immediately prior to the making of such
repayment or distribution, the outstanding principal amount of Indebtedness
owing by IDI to the Borrower is less than $27,000,000.

               (b) Applicability of Certain Provisions. Prepayments required by
this Section 2.10 are subject to all of the terms and conditions applicable to
prepayments generally pursuant to Section 2.08 hereof and Section 2.13(b) hereof
and to all of the terms and conditions applicable to optional prepayments
pursuant to Section 2.09 hereof, except that Section 2.09(b) hereof shall not
apply to such prepayments to the extent necessary to comply with this Section
2.10. If the Borrower is required to give notice of a prepayment but for any
reason fails to give a notice in accordance with the provisions of this
Agreement, the amount as to which the Borrower is required to have given notice
of prepayment shall nevertheless be deemed due and payable as of the date
required to have been prepaid (for purposes of calculating interest on such
amounts pursuant to Section 2.12(c) hereof and otherwise).

               2.11. Interest Payment Dates. Interest on each Funding Segment of
the Loans shall be due and payable on the last day of the corresponding
Euro-Rate Funding Period and, if such Euro-Rate Funding Period is longer than
three months, also every third month during such Funding Period. After maturity
of any part of the Loans (by acceleration or otherwise), interest on such part
of the Loans shall be due and payable on demand.

               2.12.  Pro Rata Treatment; Payments Generally; Interest on
Overdue Amounts.


<PAGE>   31

               (a) Pro Rata Treatment. Each borrowing of Loans and each renewal
of Funding Periods hereunder shall be made, and all payments made in respect of
principal, interest, Commitment Fees and other fees due from the Borrower
hereunder with respect to Loans or under the Notes shall be applied, Pro Rata
among the Lenders, except for payments of interest involving an Affected Lender
as provided in Section 2.06(e) hereof and payments to a Lender subject to a
withholding deduction under Section 2.14(c) hereof and payments of the
Commitment Fee, which shall be calculated in accordance with Section 2.02(a)(i)
hereof. The failure of any Lender to make a Loan (or the failure of any other
Lender to make any other Loan) shall not relieve any other Lender of its
obligation to lend hereunder, but neither the Agent nor any other Lender shall
be responsible for the failure of any other Lender to make a Loan.

               (b) Payments Generally. All payments and prepayments to be made
by any Loan Party in respect of principal, interest, fees, indemnity, expenses
or other amounts due from any Loan Party hereunder or under any Loan Document
shall be payable in Dollars at 12:00 o'clock Noon, Pittsburgh time, on the day
when due without presentment, demand, protest or notice of any kind, all of
which are hereby expressly waived, and an action therefor shall immediately
accrue, without setoff, counterclaim, withholding or other deduction of any kind
or nature, except for payments to a Lender subject to a withholding deduction
under Section 2.14(c) hereof. Except for payments under Sections 2.13 and 9.06
hereof, such payments shall be made to the Agent at its Office in Dollars in
funds immediately available at such Office, and payments under Sections 2.13 and
9.06 hereof shall be made to the applicable Lender at such domestic account as
it shall specify to the Borrower from time to time in funds immediately
available at such account. Any payment or prepayment received by the Agent or
such Lender after 12:00 o'clock Noon, Pittsburgh time, on any day shall be
deemed to have been received on the next succeeding Business Day. The Agent
shall distribute to the Lenders all such payments received by it from any Loan
Party as promptly as practicable after receipt by the Agent, but in any event by
2:00 o'clock P.M., Pittsburgh time, if received by 12:00 o'clock Noon,
Pittsburgh time.

               (c) Interest on Overdue Amounts. To the extent permitted by law,
after there shall have become due (by acceleration or otherwise) principal,
interest, fees, indemnity, expenses or any other amounts due from any Loan Party
hereunder or under any other Loan Document, such amounts shall bear interest for
each day until paid (before and after judgment), payable on demand, at a rate
per annum (in each case based on a year of 365 days and actual days elapsed)
which for each day shall be, in the case of any principal amount of Loans, 2%
above the rate otherwise applicable to such principal amount, and, in the case
of other amounts, 2% above the interest rate that would have been applicable to
hypothetical Loans borrowed on the date such amounts first became due. To the
extent permitted by law, interest accrued on any amount which has become due
hereunder or under any Loan Document shall compound on a day-by-day basis, and
hence shall be added daily to the overdue amount to which such interest relates.

               2.13.  Additional Compensation in Certain Circumstances.

               (a) Increased Costs or Reduced Return Resulting From Taxes,
Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law or guideline
or interpretation or application thereof by any Governmental Authority charged
with the interpretation or administration thereof

<PAGE>   32

or compliance with any request or directive of any Governmental Authority
(whether or not having the force of law) now existing or hereafter adopted:

               (i) subjects any Lender or any Notional Euro-Rate Funding Office
        to any tax or changes the basis of taxation with respect to this
        Agreement, the Notes, the Loans or payments by any Loan Party of
        principal, interest, commitment fee or other amounts due from the
        Borrower hereunder or under the Notes (except for taxes on the overall
        net income or overall gross receipts of such Lender or such Notional
        Euro-Rate Funding Office imposed by the jurisdictions (federal, state
        and local) in which the Lender's principal office or Notional Euro-Rate
        Funding Office is located),

              (ii) imposes, modifies or deems applicable any reserve, special
        deposit or similar requirement against credits or commitments to extend
        credit extended by, assets (funded or contingent) of, deposits with or
        for the account of, other acquisitions of funds by, such Lender or any
        Notional Euro-Rate Funding Office (other than requirements expressly
        included herein in the determination of the Euro-Rate hereunder),

             (iii) imposes, modifies or deems applicable any capital adequacy or
        similar requirement (A) against assets (funded or contingent) of, or
        credits or commitments to extend credit extended by, any Lender or any
        Notional Euro-Rate Funding Office, or (B) otherwise applicable to the
        obligations of any Lender or any Notional Euro-Rate Funding Office under
        this Agreement, or

              (iv) imposes upon any Lender or any Notional Euro-Rate Funding
        Office any other condition or expense with respect to this Agreement,
        the Notes or its making, maintenance or funding of any Loan or any
        security therefor,

and the result of any of the foregoing is to increase the cost to, reduce the
income receivable by, or impose any expense (including loss of margin) upon any
Lender, any Notional Euro-Rate Funding Office or, in the case of clause (iii)
hereof, any Person controlling a Lender, with respect to this Agreement, the
Notes or the making, maintenance or funding of any Loan (or, in the case of any
capital adequacy or similar requirement, to have the effect of reducing the rate
of return on such Lender's or controlling Person's capital, taking into
consideration such Lender's or controlling Person's policies with respect to
capital adequacy) by an amount which such Lender deems to be material (such
Lender being deemed for this purpose to have made, maintained or funded each
Funding Segment from a Corresponding Source of Funds), such Lender may from time
to time notify the Borrower of the amount determined in good faith (using any
averaging and attribution methods) by such Lender (which determination shall be
conclusive absent manifest error) to be necessary to compensate such Lender or
such Notional Euro-Rate Funding Office for such increase, reduction or
imposition. Such amount shall be due and payable by the Borrower to such Lender
fifteen Business Days after such notice is given, together with an amount equal
to interest on such amount from the date two Business Days after the date
demanded until such due date at the Euro-Rate plus the Applicable Margin with a
one month Funding Period. A certificate by such Lender as to the amount due and
payable under this Section 2.13(a) from time to time and the method of
calculating such amount shall be conclusive


<PAGE>   33

absent manifest error. Each Lender agrees that it will use good faith efforts to
notify the Borrower of the occurrence of any event that would give rise to a
payment under this Section 2.13(a); provided, however, that any failure of such
Lender to give any such notice shall have no effect on any Loan Party's
obligations hereunder.

               (b) Funding Breakage. In addition to all other amounts payable
hereunder, if and to the extent for any reason any part of any Funding Segment
of the Loans becomes due (by acceleration or otherwise), or is paid or prepaid
(whether or not such payment or prepayment is mandatory or automatic and whether
or not such payment or prepayment is then due), on a day other than the last day
of the corresponding Funding Period (the date such amount so becomes due, or is
so paid, prepaid or converted, being referred to as the "Funding Breakage
Date"), the Borrower shall pay each Lender an amount ("Funding Breakage
Indemnity") determined by such Lender as follows:

               (i) first, calculate the following amount: (A) the principal
        amount of such Funding Segment of the Loans owing to such Lender which
        so became due, or which was so paid, prepaid or converted, times (B) the
        greater of (x) zero or (y) the rate of interest applicable to such
        principal amount on the Funding Breakage Date minus the Treasury Rate as
        of the Funding Breakage Date, times (C) the number of days from and
        including the Funding Breakage Date to but not including the last day of
        such Funding Period, times (D) 1/360;

               (ii) the Funding Breakage Indemnity to be paid by the Borrower to
        such Lender shall be the amount equal to the present value as of the
        Funding Breakage Date (discounted at the Treasury Rate as of such
        Funding Breakage Date, and calculated on the basis of a year of 365 or
        366 days, as the case may be, and actual days elapsed) of the amount
        described in the preceding clause (i) (which amount described in the
        preceding clause (i) is assumed for purposes of such present value
        calculation to be payable on the last day of the corresponding Funding
        Period).

Such Funding Breakage Indemnity shall be due and payable on demand, and each
Lender shall, upon making such demand, notify the Agent of the amount so
demanded. In addition, the Borrower shall, on the due date for payment of any
Funding Breakage Indemnity, pay to such Lender an additional amount equal to
interest on such Funding Breakage Indemnity from the Funding Breakage Date to
but not including such due date at the Euro-Rate plus the Applicable Margin with
a one month Funding Period. The amount payable to each Lender under this Section
2.13(b) shall be determined in good faith by such Lender, and such determination
shall be conclusive.

               2.14  Taxes.

               (a) Payments Net of Taxes. All payments made by any Loan Party
under this Agreement or any other Loan Document shall be made free and clear of
and without deduction for any and all present or future taxes, levies, imposts,
deductions, charges or withholdings, and all liabilities with respect thereto,
excluding (x) in the case of each Lender and the Agent, net


<PAGE>   34

income taxes (but not withholding taxes imposed on gross interest income)
imposed on such Lender or the Agent (as the case may be) by the United States,
and net income taxes and franchise taxes imposed on such Lender or the Agent (as
the case may be) by the jurisdiction under the laws of which such Lender or the
Agent (as the case may be) is organized or by any political subdivision thereof,
and (y) in the case of each Lender, net income taxes and franchise taxes imposed
on such Lender by the jurisdiction in which is located the Lender's lending
office which makes or books a particular extension of credit hereunder or any
political subdivision thereof (all such non-excluded taxes, levies, imposts,
deduction, charges, withholdings and liabilities being referred to as "Taxes").
If any Loan Party shall be required by law to deduct any Taxes from or in
respect of any sum payable under this Agreement or any other Loan Document to
the Lender or the Agent, (i) the sum payable shall be increased as may be
necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 2.14) such Lender or
the Agent (as the case may be) receives an amount equal to the sum it would have
received had no such deductions been made, (ii) such Loan Party shall make such
deductions, and (iii) such Loan Party shall pay the full amount deducted to the
relevant taxation authority or other authority in accordance with applicable
law.

               (b) Other Taxes. In addition, the Borrower agrees to pay any
present or future stamp or documentary taxes or any other excise or property
taxes, charges or similar levies which arise from any payment made under this
Agreement or any other Loan Document or from the execution, delivery or
registration of, or otherwise with respect to, this Agreement or any other Loan
Document (hereinafter referred to as "Other Taxes").

               (c) Indemnity. The Borrower will indemnify each Lender and the
Agent for the full amount of Taxes or Other Taxes (including, without
limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts
payable under this Section 2.14) paid by such Lender or the Agent (as the case
may be) and any liability (including, without limitation, penalties, interest
and expenses) arising therefrom or with respect thereto, whether or not such
Taxes or Other Taxes were correctly or legally asserted. This indemnification
shall be made within 30 days from the date such Lender or the Agent (as the case
may be) makes written demand therefor.

               (d) Receipts, etc. Within 45 days after the date of any payment
of Taxes or Other Taxes, the Borrower will furnish to the Agent the original or
a certified copy of a receipt evidencing payment thereof.

               (e) Other. Without prejudice to the survival of any other
agreement of the Borrower hereunder, the obligations of the Borrower contained
in this Section 2.14 shall survive the payment in full of all other obligations
of the Borrower under this Agreement and the other Loan Documents, termination
of all commitments to extend credit under, and all letters of credit issued
under, the Loan Documents, and all other events and circumstances whatever.
Nothing in this Section 2.14 or otherwise in this Agreement shall require the
Agent or any Lender to disclose to the Borrower any of its tax returns (or any
other information that it deems to be confidential or proprietary).

               (f)  Withholding Tax Exemption.


<PAGE>   35

               (i) Each Lender organized under the laws of a jurisdiction
outside the United States shall, on the date such Lender becomes party to this
Agreement, and from time to time thereafter if requested in writing by the
Borrower or the Agent, provide the Agent and the Borrower with the forms
prescribed by the United States Internal Revenue Service certifying as to such
Lender's status for purposes of determining exemption from, or reduced rate
applicable to, United States withholding taxes with respect to payments to be
made to such Lender under this Agreement and the other Loan Documents; provided,
that a Lender shall not be obligated to provide any such form after the date
such Lender becomes party to this Agreement if such Lender is not legally able
to do so.

               (ii) The Borrower shall not be required to indemnify any Lender,
or to pay any additional amounts to any Lender, in respect of United States
withholding taxes (or any withholding tax imposed by a state of the United
States that applies only when such United States withholding tax is imposed),
pursuant to Sections 2.14(a) or 2.14(c), to the extent that: (A) the obligation
to withhold amounts with respect to United States withholding tax existed on the
date such Lender became a party to this Agreement; provided, that this clause
(A) shall not apply to a Lender that became a Lender as a result of an
assignment made or other action taken at the request of the Borrower, or (B) the
obligation to make such indemnification or to pay such additional amounts would
not have arisen but for a failure of such Lender to comply with the provisions
of Section 2.14(f)(i).

               (iii) If the Borrower is required under Section 2.14(a) or
2.14(c) to indemnify any Lender organized under the laws of a jurisdiction
outside the United States, or to pay additional amounts to any such Lender, in
respect of United States withholding taxes (or any withholding tax imposed by a
state of the United States that applies only when such United States withholding
tax is imposed), and such Lender (herein the "Tax Affected Lender") does not
waive the requirement for such indemnification or payment after request by the
Borrower that it do so, then, if the Borrower finds a financial institution
which offers in writing to purchase all such Tax Affected Lender's outstanding
Notes and Commitments, in accordance with Section 9.14(c), at a price equal to
the full outstanding principal amount thereof together with accrued and unpaid
interest and fees to the date of purchase and all other amounts accrued or
payable to such Tax Affected Lender to the date of purchase (including but not
limited to funding breakage under Section 2.13(b) to the extent such date of
purchase falls within a Euro-Rate Funding Period), such Tax Affected Lender will
accept such offer. Nothing in this Section 2.14(f) shall limit the rights of the
Agent under Section 9.14(c) or shall require a Lender which is also the Agent to
accept any such offer.

               2.15.  Funding by Branch, Subsidiary or Affiliate.

               (a) Notional Funding. Each Lender shall have the right from time
to time, prospectively or retrospectively, without notice to the Borrower, to
deem any branch, subsidiary or affiliate of such Lender to have made, maintained
or funded any part of the Loans at any time. Any branch, subsidiary or affiliate
so deemed shall be known as a "Notional Euro-Rate Funding Office." Such Lender
shall deem any part of the Loans or the funding therefor to have been

<PAGE>   36

transferred to a different Notional Euro-Rate Funding Office if such transfer
would avoid or cure an event or condition described in Section 2.06(e)(ii)
hereof or would lessen compensation payable by the Borrower under Section
2.13(a) hereof, and if such Lender determines in its sole discretion that such
transfer would be practicable and would not have a material adverse effect on
such part of the Loans, such Lender or any Notional Euro-Rate Funding Office (it
being assumed for purposes of such determination that each part of the Loans is
actually made or maintained by or funded through the corresponding Notional
Euro-Rate Funding Office). Notional Euro-Rate Funding Offices may be selected by
such Lender without regard to such Lender's actual methods of making,
maintaining or funding Loans or any sources of funding actually used by or
available to such Lender.

               (b) Actual Funding. Each Lender shall have the right from time to
time to make or maintain any part of the Loans by arranging for a branch,
subsidiary or affiliate of such Lender to make or maintain such part of the
Loans. Such Lender shall have the right to (i) hold any applicable Note payable
to its order for the benefit and account of such branch, subsidiary or affiliate
or (ii) request the Borrower to issue one or more promissory notes in the
principal amount of the Loans, in substantially the form attached hereto as
Exhibit A, with the blanks appropriately filled, payable to such branch,
subsidiary or affiliate and with appropriate changes reflecting that the holder
thereof is not obligated to make any additional Loans to the Borrower. The
Borrower agrees to comply promptly with any request under subsection (ii) of
this Section 2.15(b). If any Lender causes a branch, subsidiary or affiliate to
make or maintain any part of the Loans hereunder, all terms and conditions of
this Agreement shall, except where the context clearly requires otherwise, be
applicable to such part of the Loans and to any note payable to the order of
such branch, subsidiary or affiliate to the same extent as if such part of the
Loans were made or maintained and such note were a Note payable to such Lender's
order.


                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

               The Borrower hereby represents and warrants to each Lender Party
as follows:

               3.01. Corporate Status. Each Loan Party is a corporation duly
organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation. Each Loan Party has corporate power and authority
to own its property and to transact the business in which it is engaged or
presently proposes to engage. Each Loan Party is duly qualified to do business
as a foreign corporation and is in good standing in all jurisdictions in which
the ownership of its properties or the nature of its activities or both makes
such qualification necessary or advisable except where the failure to so qualify
could not have a Material Adverse Effect.

               3.02. Corporate Power and Authorization. Each Loan Party has
corporate power and authority to execute, deliver, perform, and take all actions
contemplated by, each Loan Document to which it is a party, and all such action
has been duly and validly authorized by all necessary corporate proceedings on
its part. Without limitation of the foregoing, the Borrower has the corporate
power and authority to borrow pursuant to the Loan Documents to the fullest

<PAGE>   37

extent permitted hereby and thereby from time to time, and has taken all
necessary corporate action to authorize such borrowings and requests.

               3.03. Execution and Binding Effect. This Agreement and each other
Loan Document to which any Loan Party is a party and which is required to be
delivered on or before the Closing Date pursuant to Section 4.01 hereof has been
duly and validly executed and delivered by such Loan Party. This Agreement
constitutes, and each other Loan Document when executed and delivered by each
Loan Party which is a party thereto will constitute, the legal, valid and
binding obligation of the Borrower or such Loan Party, as the case may be,
enforceable in accordance with its terms, except as the enforceability thereof
may be limited by bankruptcy, insolvency or other similar laws of general
application affecting the enforcement of creditors' rights or by general
principles of equity limiting the availability of equitable remedies.

               3.04. Governmental Approvals and Filings. No approval, order,
consent, authorization, certificate, license, permit or validation of, or
exemption or other action by, or filing, recording or registration with, or
notice to, any Governmental Authority (collectively, "Governmental Action") is
or will be necessary in connection with execution and delivery of any Loan
Document by any Loan Party, consummation by any Loan Party of the transactions
herein or therein contemplated, performance of or compliance with the terms and
conditions hereof or thereof by any Loan Party, except for (i) government
permits not yet available which the Borrower has no reason to expect will not be
received when needed, and (ii) matters set forth in Schedule 3.04. Each
Governmental Action referred to in such Schedule 3.04 has been duly obtained or
made, as the case may be, and is in full force and effect, and there is no
action, suit, proceeding or investigation pending or, to the Borrower's
knowledge, threatened which seeks or has a reasonable possibility of resulting
in the reversal, rescission, termination, modification or suspension of any such
Governmental Action. No Governmental Action referred to in such Schedule 3.04
requires any further act to be performed or condition to be satisfied by any
Person as a condition to continued effectiveness thereof, except as set forth in
such Schedule 3.04. With respect to each of the matters set forth in Schedule
3.04, no Loan Party made any application to any Governmental Authority in
connection therewith which application, when taken together with all amendments,
supplements and modifications thereto, contained any untrue statement of a
material fact or omitted to state a material fact necessary in order to make the
statements contained therein not misleading.

               3.05.  Absence of Conflicts.  Neither the execution and delivery
of any Loan Document by any Loan Party, nor consummation by any Loan Party of
the transactions herein or therein contemplated, nor performance of or
compliance with the terms and conditions hereof or thereof by any Loan Party
does or will

               (a)  violate or conflict with any Requirement of Law, or

               (b) violate, conflict with or result in a breach of any term or
        condition of, or constitute a default under, or result in (or give rise
        to any right, contingent or otherwise, of any Person to cause) any
        termination, cancellation, prepayment or acceleration of performance of,
        or result in the creation or imposition of (or give rise to any
        obligation,


<PAGE>   38

        contingent or otherwise, to create or impose) any Lien upon any of the
        property of any Loan Party (except for any Lien in favor of the Agent
        for the benefit of the Lenders and the Agent securing the Obligations)
        pursuant to, or otherwise result in (or give rise to any right,
        contingent or otherwise, of any Person to cause) any change in any
        right, power, privilege, duty or obligation of any Loan Party under or
        in connection with,

                      (i)  the certificate or articles of incorporation or
               by-laws (or other constituent documents) of any Loan Party,

                      (ii) any Contractual Obligations creating, evidencing or
               securing any Indebtedness or Guaranty Equivalent to which any
               Loan Party is a party or by which it or any of its properties
               (now owned or hereafter acquired) may be subject or bound, or

                      (iii)  any other Contractual Obligations of any Loan
               Party,

except (in the case of each of (a) and (b) above) for matters as to which a
consent, waiver, amendment or agreement which has been duly obtained and is in
full force and effect (all of which matters are set forth on Schedule 3.05
hereof), and the Agent and each Lender has received a true, correct and complete
copy of each such consent, waiver, amendment or agreement and of each of the
underlying agreements or instruments to which it relates and except for matters
which, individually or in the aggregate, could not have a Material Adverse
Effect.

               3.06. Projections. The Borrower has furnished to the Agent and
each Lender projections prepared by the Borrower demonstrating the projected
financial condition and results of operations of the Borrower for the period
commencing on January 1, 2000 and ending on December 31, 2002, which projections
are accompanied by a written statement of the assumptions and estimates
underlying such projections. Such projections were prepared on the basis of such
assumptions and estimates. Such projections, assumptions and estimates, as of
the date of preparation thereof and as of the Closing Date, are reasonable, are
made in good faith, represent the Borrower's best judgment as to such matters on
the date thereof and do not contain assumptions or methods of calculation which
are inconsistent with the requirements of the Loan Documents. Nothing contained
in this Section shall constitute a representation or warranty that such future
financial performance or results of operations will in fact be achieved.

               3.07.  Labor Matters.  On the Closing Date, no Loan Party is a
party to any collective bargaining agreements with respect to any of its
employees.

               3.08. Absence of Undisclosed Liabilities. Except as disclosed in
writing to the Lenders, no Loan Party has any liability or obligation of any
nature whatever (whether absolute, accrued, contingent or otherwise, whether or
not due), forward or long-term commitments or unrealized or anticipated losses
from unfavorable commitments, except matters that, individually or in the
aggregate, could not have a Material Adverse Effect.


<PAGE>   39

               3.09. Accurate and Complete Disclosure. All information provided
(in writing) by or on behalf of any Loan Party to the Agent or any Lender (or to
the Persons listed on Schedule 3.09 hereto) pursuant to or in connection with
any Loan Document or any transaction contemplated hereby or thereby (excluding,
however, for purposes of this Section 3.09, the projections described in Section
3.06 hereof) is true and accurate in all material respects on the date as of
which such information is dated (or, if not dated, when received by the Agent or
such Lender, as the case may be) and such information, taken as a whole, which
was provided on or prior to the time this representation is made or remade, does
not omit to state any material fact necessary to make such information not
misleading at such time in light of the circumstances in which it was provided.

               3.10.  Commitments.  Other than as set forth on Schedule 3.10
hereto or as permitted by Section 6.03 hereof, no Loan Party has received any
commitments for financing other than the Commitments.

               3.11. Solvency. On and as of the Closing Date, after consummation
of the transactions contemplated herein and after giving effect to all Loans and
other obligations and liabilities being incurred on such respective dates in
connection therewith, and on the date of each subsequent Loan or other extension
of credit hereunder and after giving effect to application of the proceeds
thereof in accordance with the terms of the Loan Documents, each of the Borrower
and each other Loan Party is and will be Solvent.

               3.12. Margin Regulations. No part of the proceeds of any Loan
hereunder will be used for the purpose of buying or carrying any "margin stock,"
as such term is used in Regulations G and U of the Board of Governors of the
Federal Reserve System, as amended from time to time, or to extend credit to
others for the purpose of buying or carrying any "margin stock". No Loan Party
is engaged in the business of extending credit to others for the purpose of
buying or carrying "margin stock". No Loan Party owns any "margin stock".
Neither the making of any Loan nor any use of proceeds of any such Loan will
violate or conflict with the provisions of Regulation G, T, U or X of the Board
of Governors of the Federal Reserve System, as amended from time to time.

               3.13. Subsidiaries. Except as otherwise specifically permitted by
this Agreement, the Borrower has no Subsidiaries other than IDI, New Millennium
Building Systems, LLC and SDI Investment Company and other than, on and after
such date, if any, as the Borrower shall acquire 50% of the capital stock of
OmniSource Corporation pursuant to the transaction described in Schedule 6.05
hereto, Omni Dynamic Aviation, LLC.

               3.14. Partnerships, etc. Except as set forth on Schedule 3.14
hereto or as otherwise specifically permitted by this Agreement, no Loan Party
is a partner (general or limited) of any partnership, is a party to any joint
venture or is an owner (beneficially or of record) of any equity or similar
interest in any Person (including but not limited to any interest pursuant to
which the Borrower has or may in any circumstance have an obligation to make
capital contributions to, or be generally liable for or on account of the
liabilities, acts or omissions of such other Person).


<PAGE>   40

               3.15. Ownership and Control. Schedule 3.15 hereto states, as of
the Closing Date, the authorized capitalization of each Loan Party, the number
of shares of each class of capital stock issued and outstanding of each Loan
Party and the number and percentage of outstanding shares of each such class of
capital stock and the names of the record owners of such shares and, to the
Borrower's knowledge, the beneficial owners of such shares. The outstanding
shares of capital stock of each Loan Party have been duly authorized and validly
issued and are, except as designated on such Schedule 3.15, fully paid and
nonassessable. There are no options, warrants, calls, subscriptions, conversion
rights, exchange rights, preemptive rights or other rights, agreements or
arrangements (contingent or otherwise) which may in any circumstances now or
hereafter obligate any Loan Party to issue any shares of its capital stock or
any other securities, except for matters set forth in such Schedule 3.15, and
except for matters which are permitted by the terms hereof and notice of which
is provided by the Borrower to the Agent. Schedule 3.15 hereof describes as of
the Closing Date all options, rights, purchase agreements, buy-sell agreements,
restrictions on transfer, pledges, proxies, voting trusts, powers of attorney,
voting agreements and other agreements, instruments or arrangements to which any
Loan Party is a party or is subject or bound, or to which any record or
beneficial owner of capital stock of any Loan Party is a party or is subject or
bound, which pertain to any shares of capital stock (now or hereafter
outstanding) of any Loan Party, including any matter which may affect beneficial
or record ownership thereof or transferability thereof or voting rights with
respect thereto.

               3.16. Litigation. Except as set forth in Schedule 3.16 hereto
(such exception to be applicable only so long as there shall have occurred no
material adverse development in, or with respect to, any of the litigation
described on such Schedule or the subject matter thereof and only so long as the
Borrower continues to have the beliefs expressed in such Schedule), there is no
pending or, to the Borrower's knowledge, threatened action, suit, claim,
proceeding or investigation by or before any Governmental Authority against or
affecting any Loan Party which could, if adversely determined, have a Material
Adverse Effect.

               3.17.  Absence of Events of Default.  No event has occurred and
is continuing and no condition exists which constitutes an Event of Default or
Potential Default.

               3.18.  Absence of Other Conflicts.  None of the Loan Parties is
in violation of or conflict with, or is subject to any contingent liability on
account of any violation of or conflict with:

               (a) any Requirement of Law,

               (b) its certificate or articles of incorporation or by-laws (or
        other constituent documents), or

               (c) any Contractual Obligations to which it is party, which
violation or conflict could have a Material Adverse Effect.





<PAGE>   41

               3.19.  Insurance.  Each Loan Party maintains with financially
sound and reputable insurers the insurance required by Section 5.02 hereof.

               3.20. Title to Property. Each Loan Party has good and marketable
title in fee simple to all real property owned or purported to be owned by it
and good title to all other property of whatever nature owned or purported to be
owned by it, in each case free and clear of all Liens, other than Permitted
Liens.

               3.21. Intellectual and Other Property. Each Loan Party owns, or
is licensed or otherwise has the right to use, all the patents, trademarks,
service marks, names (trade, service, fictitious or otherwise), copyrights,
technology, processes, data bases and other rights, free from burdensome
restrictions, necessary to own and operate its properties and to carry on its
business as presently conducted and presently planned to be conducted without
conflict with the rights of others in any material respect.

               3.22. Taxes. All tax and information returns required to be filed
by or on behalf of each Loan Party have been properly prepared, executed and
filed, except when the failure to do so could not have a Material Adverse
Effect. All taxes, assessments, fees and other governmental charges upon any
Loan Party or upon any of its properties, incomes, sales or franchises which are
due and payable have been paid other than those not yet delinquent and payable
without premium or penalty, and except for those being diligently contested in
good faith by appropriate proceedings, and in each case adequate reserves and
provisions for taxes have been made on the books of such Loan Party. The
reserves and provisions for taxes on the books of each Loan Party are adequate
for all open years and for its current fiscal period. The Borrower does not know
of any proposed additional assessment or basis for any material assessment for
additional taxes against any Loan Party (whether or not reserved against) except
assessments or basis therefor which could not have a Material Adverse Effect.

               3.23. Employee Benefits. Schedule 3.23 hereof sets forth as of
the Closing Date a list of all Plans and Multiemployer Plans, and all
information available to the Borrower with respect to the direct, indirect or
potential withdrawal liability to any Multiemployer Plan of any Loan Party or
any Controlled Group Member. On the Closing Date, except as set forth in
Schedule 3.23 hereof, no Loan Party has any liability (contingent or otherwise)
for or in connection with, and none of their respective properties is subject to
a Lien in connection with, any Pension-Related Event.

               3.24.  Environmental Matters.

               (a) Each Loan Party, and to the Borrower's knowledge each of its
Environmental Affiliates, is and has been in compliance with all applicable
Environmental Laws, except where the failure to so comply, individually or in
the aggregate, could not have a Material Adverse Effect. There are no
circumstances that may prevent or interfere with such compliance by any Loan
Party in the future.


<PAGE>   42

               (b) All Environmental Approvals necessary for the ownership and
operation of any Loan Party's properties, facilities and businesses as presently
owned and operated and as presently proposed to be owned and operated have been
issued and are in full force and effect.

               (c) There is no Environmental Claim pending or, to the Borrower's
knowledge, threatened, and there are no past or present acts, omissions, events
or circumstances (including but not limited to any dumping, leaching,
deposition, removal, abandonment, escape, emission, discharge or release of any
Environmental Concern Material at, on or under any facility or property now or
previously owned, operated or leased by any Loan Party or, to Borrower's
knowledge, any of its Environmental Affiliates) that could form the basis of any
Environmental Claim, against any Loan Party or any of its Environmental
Affiliates, except matters which, individually or in the aggregate, could not
have a Material Adverse Effect.

               (d) No facility or property now or previously owned, operated or
leased by any Loan Party is an Environmental Cleanup Site. Neither any Loan
Party nor, to Borrower's knowledge, any of its Environmental Affiliates has
directly transported or directly arranged for the transportation of any material
quantities of Environmental Concern Materials to any Environmental Cleanup Site,
except matters which, individually or in the aggregate, could not have a
Material Adverse Effect. No Lien exists, and no condition exists which could
result in the filing of a Lien, against any property of any Loan Party or any of
its Environmental Affiliates, under any Environmental Law.

               3.25 Potential Conflicts of Interest. As of the Closing Date,
except for the Equity Agreements, the Employment Agreements and as set forth on
Schedule 3.25, to the best knowledge of the Borrower, without independent
investigation, no Affiliate of the Borrower: (a) owns, directly or indirectly,
any interest in (excepting less than 5% stock holdings for investment purposes
in securities of publicly held and traded companies), or is an officer,
director, employee or consultant of, any Person which is, or is engaged in
business as, a competitor, lessor, lessee, supplier, distributor, sales agent or
customer of, or lender to or borrower from, the Borrower or any of its
Subsidiaries; (b) owns, directly or indirectly, in whole or in part, any
tangible or intangible property that the Borrower or any of its Subsidiaries
uses in the conduct of business; or (c) has any cause of action or other claim
whatsoever against, or owes any amount to, the Borrower or any of its
Subsidiaries, except for claims in the ordinary course of business.


                                   ARTICLE IV
                              CONDITIONS OF LENDING

               4.01. Conditions to Initial Loans. The obligation of each Lender
to make Loans on the Closing Date is subject to the satisfaction, immediately
prior to or concurrently with the making of such Loan, of the following
conditions precedent, in addition to the conditions precedent set forth in
Section 4.02 hereof:

<PAGE>   43
               (a) Agreement; Notes; Fees. The Agent shall have received an
        executed counterpart of this Agreement for each Lender, duly executed by
        the Borrower, and executed Notes conforming to the requirements hereof,
        duly executed on behalf of the Borrower and each Lender shall have
        received the fees set forth in Section 2.04 hereof.

               (b) Corporate Proceedings. The Agent shall have received, with a
        counterpart for each Lender, certificates by the Secretary of each Loan
        Party dated as of the Closing Date as to (i) true copies of the
        certificate or articles of incorporation and by-laws (or other
        constituent documents) of such Loan Party in effect on such date, (ii)
        true copies of all corporate action taken by such Loan Party relative to
        this Agreement and the other Loan Documents (and amendments thereto)
        being delivered on the Closing Date and (iii) the incumbency and
        signature of the respective officers of such Loan Party executing this
        Agreement, together with satisfactory evidence of the incumbency of such
        Secretary or Assistant Secretary. The Agent shall have received, with a
        copy for each Lender, certificates from the appropriate Secretaries of
        State or other applicable Governmental Authorities dated not more than
        30 days before the Closing Date showing the good standing of each Loan
        Party in its state of incorporation and each state in which it does
        business.

               (d) Legal Opinions. The Agent shall have received, with an
        executed counterpart for each Lender, opinions addressed to the Agent
        and each Lender, dated the Closing Date, of Barrett & McNagny, counsel
        to the Borrower, as to such matters as may be requested by any Lender
        and in form and substance satisfactory to the Lenders.

               (e) Officers' Certificates. The Agent shall have received, with
        an executed counterpart for each Lender, certificates from such officers
        of each Loan Party as to such matters as the Agent or any Lender may
        request.

               (f) Fees, Expenses, etc. All other fees and compensation required
        to be paid to the Agent or the Lenders pursuant hereto or pursuant to
        any other written agreement on or prior to the Closing Date shall have
        been paid or received.

               (g) Borrower/IDI Credit Facility . The Borrower and IDI shall
        have entered into an agreement in form and substance satisfactory to the
        Lenders providing for a credit facility by the Borrower to IDI in the
        amount of $55,000,000.

               (h) IDI Subordination Agreement. The Borrower and the lender
        parties to the IDI Credit Agreement shall have entered into a
        subordination agreement in the form of Exhibit F hereto.

               (i) IDI Amendment. IDI shall have entered into a Fifth Amendment
        with respect to the IDI Credit Agreement in form and substance
        satisfactory to the Lenders.


<PAGE>   44

               (j) SDI Amendment. SDI shall have entered into a Second Amendment
        with respect to the Existing Credit Agreement in form and substance
        satisfactory to the Lenders.

               (k) Additional Matters. The Agent shall have received such other
        certificates, opinions, documents and instruments as may be requested by
        any Lender. All corporate and other proceedings, and all documents,
        instruments and other matters in connection with the transactions
        contemplated by this Agreement and the other Loan Documents shall be
        satisfactory in form and substance to the Agent and each Lender.

               4.02. Conditions to All Loans. The obligation of each Lender
Party to make any Loan is subject to the performance by each Loan Party of its
obligations to be performed hereunder or under the other Loan Documents on or
before the date of such Loan, satisfaction of the conditions precedent set forth
herein and in the other Loan Documents and to satisfaction of the following
further conditions precedent:

               (a) Notice. Appropriate notice of such Loan shall have been given
        by the Borrower as provided in ARTICLE II hereof.

               (b) Representations and Warranties. Each of the representations
        and warranties made by the Borrower in ARTICLE III hereof (excluding
        Section 3.06) or made by any Loan Party in each other Loan Document
        shall be true and correct in all material respects on and as of such
        date as if made on and as of such date, both before and after giving
        effect to the Loans requested to be made or issued on such date;
        provided, however, that, with respect to Section 3.16, the condition
        precedent in this paragraph (c) shall not be deemed to be unsatisfied
        solely as a result of a pending or threatened action, suit, proceeding
        or investigation (i) which is the subject of a currently dated
        certificate of the Borrower delivered to the Agent stating that the
        Borrower believes such action, suit, proceeding or investigation is
        without merit and (ii) as to which the Required Lenders have reasonably
        determined that an outcome adverse to each Loan Party affected thereby
        is remote.

               (d) No Defaults. No Event of Default or Potential Default shall
        have occurred and be continuing on such date or after giving effect to
        the Loans requested to be made on such date.

               (e) No Violations of Law, etc. Neither the making nor use of the
        Loans shall cause any Lender to violate or conflict with any Requirement
        of Law.

               (f) No Material Adverse Change. There shall not have occurred a
        material adverse change in the business, operations, assets or condition
        (financial or otherwise) of the Borrower or of the Borrower Group since
        the date of the most recently delivered audited financial statements
        provided to the Agent in accordance with Section 5.01(a) hereof. There
        shall not have occurred any other event, act or condition which could
        have a Material Adverse Effect.


<PAGE>   45

               (g) Availability for Advances to IDI. In the case of the making
        of any Loans the proceeds of which will be used for a purpose other than
        immediate advance of the full amount thereof by SDI to IDI, the sum of
        (i) the Unborrowed Committed Amounts of the Banks after giving effect to
        the making of such Loans plus (ii) the outstanding principal amount of
        advances made by SDI to IDI after December 31, 1999 shall be equal to or
        greater than $25,000,000.

Each request by the Borrower for any Loan shall constitute a representation and
warranty by the Borrower that the conditions set forth in this Section 4.02 have
been satisfied as of the date of such request (except that no representation or
warranty will be deemed to be made as to whether the Required Lenders have made
the determination referred to in the proviso to paragraph (c) above). Failure of
the Agent to receive notice from the Borrower to the contrary before such Loan
is made shall constitute a further representation and warranty by the Borrower
that the conditions referred to in this Section 4.02 have been satisfied as of
the date such Loan is made.

                                    ARTICLE V
                              AFFIRMATIVE COVENANTS

               The Borrower hereby covenants to the Agent and each Lender as
follows:

               5.01.  Basic Reporting Requirements.

               (a) Annual Audit Reports. As soon as practicable, and in any
event within 90 days after the close of each fiscal year of the Borrower, the
Borrower shall furnish to the Agent, with a copy for each Lender, consolidated
and consolidating statements of income, cash flows and changes in stockholders'
equity of the Borrower and the Borrower Group for such fiscal year and
consolidated and consolidating balance sheets of the Borrower and the Borrower
Group as of the close of such fiscal year, and notes to each, all in reasonable
detail, setting forth in comparative form the corresponding figures for the
preceding fiscal year. Such consolidated financial statements shall be
accompanied by an opinion of Ernst & Young or other independent certified public
accountants of recognized national standing selected by the Borrower. Such
opinion shall be free of exceptions or qualifications other than exceptions for
accounting changes. Such opinion in any event shall contain a written statement
of such accountants substantially to the effect that (i) such accountants
examined such financial statements in accordance with generally accepted
auditing standards and accordingly made such tests of accounting records and
such other auditing procedures as such accountants considered necessary in the
circumstances and (ii) in the opinion of such accountants such financial
statements present fairly in all material respects the financial position of the
Borrower and the Borrower Group as of the end of such fiscal year and the
results of operations and cash flows and changes in stockholders' equity for
such fiscal year, in conformity with GAAP. The Borrower shall deliver to the
Agent, with a copy for each Lender, an Annual Compliance Certificate in
substantially the form set forth as Exhibit D hereto, duly completed and signed
by a Responsible Officer of the Borrower concurrently with the delivery of the
financial statements referred to in this Section 5.01(a).


<PAGE>   46

               (b) Quarterly Reports. As soon as practicable, and in any event
within 60 days after the close of each of the first three fiscal quarters of
each fiscal year of the Borrower, the Borrower shall furnish to the Agent, with
a copy for each Lender, unaudited consolidated and (unless the Borrower has no
Subsidiaries) consolidating statements of income, cash flows and changes in
stockholders' equity of the Borrower and the Borrower Group for such fiscal
quarter and for the period from the beginning of such fiscal year to the end of
such fiscal quarter and unaudited consolidated and (unless the Borrower has no
Subsidiaries) consolidating balance sheets of the Borrower and the Borrower
Group as of the close of such fiscal quarter, and notes to each which would be
required to be included in a Form 10-Q quarterly report of the Borrower filed in
accordance with the Securities Exchange Act of 1934, all in reasonable detail,
setting forth in comparative form the corresponding figures for the same periods
or as of the same date during the preceding fiscal year (except for the balance
sheet, which shall set forth in comparative form the corresponding balance sheet
as of the prior fiscal year end). Such financial statements shall be certified
by a Responsible Officer of the Borrower as presenting fairly in all material
respects the financial position of the Borrower and of the Borrower Group as of
the end of such fiscal quarter and the results of operations and cash flows and
changes in stockholders' equity for such fiscal year, in conformity with GAAP,
subject to normal and recurring year-end audit adjustments. The Borrower shall
deliver to the Agent, with a copy for each Lender, a Quarterly Compliance
Certificate in substantially the form set forth as Exhibit E hereto, duly
completed and signed by a Responsible Officer of the Borrower concurrently with
the delivery of the financial statements referred to in this Section 5.01(b).

               (c) Business Plan. Prior to the end of each fiscal year of the
Borrower, the Borrower shall furnish to the Agent, with a copy for each Lender,
a certificate signed by a Responsible Officer on behalf of the Borrower
containing the Borrower Group's business plan for the next fiscal year.

               (d) Commercial Finance Reports. At such times as the Agent or the
Required Lenders shall reasonably specify from time to time in writing, which
may be as frequently as quarterly (and which may be more frequently if a
Potential Default or Event of Default has occurred and is continuing), the
Borrower shall furnish to the Agent, with a copy for each Lender, a report of a
Responsible Officer of the Borrower setting forth such matters pertaining to the
working capital of the Borrower and of the Borrower Group and in such detail as
the Agent may specify from time to time, which may include, among other things,
information as to receivables (which may include, among other things, a breakout
of aging and collections, identification of each receivable, obligor, due date
and original invoice date, identification of write-offs and changes made in
reserves for bad debts, and identification of any extension of the maturity of,
refinancing or other material change in the terms of any receivables), inventory
(which may include, among other things, a breakdown of the amount of inventory
by type (raw materials, work-in-progress and finished goods), by location, and
identification of write-offs and write-downs), payables (which may include,
among other things, a breakout of aging and payments), sales, credits
collections, backlog, and forecasts.


<PAGE>   47

               (e) Certain Other Reports and Information. Promptly upon their
becoming available to the Borrower (and in any event, in the case of clauses
(iv) and (v) of this definition, within ninety days after the end of each fiscal
quarter), the Borrower shall deliver to the Agent, with a copy for each Lender,
a copy of (i) all regular or special reports, registration statements and
amendments to the foregoing which the Borrower shall file with the Securities
and Exchange Commission (or any successor thereto) or any securities exchange,
(ii) all reports, proxy statements, financial statements and other information
distributed by the Borrower to its stockholders, bondholders or the financial
community generally and (iii) all accountants' management letters pertaining to,
all other reports submitted by accountants in connection with any audit of, and
all other material reports from outside accountants with respect to, any Loan
Party.

               (f) Further Information. The Borrower will promptly furnish to
the Agent, with a copy for each Lender, such other information and in such form
as the Agent or any Lender may reasonably request from time to time.

               (g) Notice of Certain Events. Promptly upon becoming aware of any
of the following, the Borrower shall give the Agent notice thereof, together
with a written statement of a Responsible Officer of the Borrower setting forth
the details thereof and any action with respect thereto taken or proposed to be
taken by the Borrower:

               (i) Any Event of Default or Potential Default.

               (ii) Any material adverse change in the business, operations or
        condition (financial or otherwise) or prospects of any Loan Party or of
        the Borrower Group.

               (iii) (A) Any pending or threatened action, suit, proceeding or
        investigation by or before any Governmental Authority against or
        affecting any Loan Party which seeks damages in excess of $500,000 or
        which, if adversely determined, could have a Material Adverse Effect and
        (B) each adverse or material development in any litigation described on
        Schedule 3.16 to this Agreement.

               (iv) Any material violation, breach or default by any Loan Party
        of or under any agreement or instrument to which such Loan Party is a
        party material to the business, operations, condition (financial or
        otherwise) or prospects of such Loan Party, the Borrower or the Borrower
        Group.

               (v) Any amendment or supplement to, or extension, renewal,
        refinancing, or refunding of, or waiver by any other party thereto of
        any right under or conditions of, any agreement or instrument creating,
        evidencing or securing any Indebtedness or Guaranty Equivalent of any
        Loan Party, or any agreement or instrument material to the business,
        operations, condition (financial or otherwise) or prospects of any Loan
        Party or the Borrower Group, and any negotiations pertaining to any of
        the foregoing.


<PAGE>   48

               (vi) Any Pension-Related Event. Such notice shall be accompanied
        by a copy of any notice, request, return, petition or other document
        received by any Loan Party or any Controlled Group Member from any
        Person, or which has been or is to be filed with or provided to any
        Person (including without limitation the Internal Revenue Service, PBGC
        or any Plan participant, beneficiary, alternate payee or employer
        representative), in connection with such Pension-Related Event.

               (vii) Any Environmental Claim pending or threatened against any
        Loan Party or any of its Environmental Affiliates, or any past or
        present acts, omissions, events or circumstances (including but not
        limited to any dumping, leaching, deposition, removal, abandonment,
        escape, emission, discharge or release of any Environmental Concern
        Material at, on or under any facility or property now or previously
        owned, operated or leased by any Loan Party or any of its Environmental
        Affiliates) that could form the basis of such Environmental Claim, which
        Environmental Claim, if adversely resolved, individually or in the
        aggregate, could have a Material Adverse Effect.

               (viii) Any lapse or other termination of a government permit or
        other Governmental Action (unless such permit or Action is no longer
        necessary) in connection with the Loan Documents, or any dispute between
        any Loan Party and any Governmental Authority which may have a Material
        Adverse Effect.

               (ix) Any Loan Party becoming a party to a collective bargaining
        agreement with respect to any of its employees.

               (h) Notices Under Other Agreements. Concurrently with any Loan
Party's delivery or receipt thereof, the Borrower shall provide the Agent with
copies of any reports, certificates or notices furnished by any Loan Party to
any other party to any agreement or instrument creating, evidencing or securing
any Indebtedness or Guaranty Equivalent of any Loan Party, or any agreement or
instrument material to the business, operations, condition (financial or
otherwise) or prospects of any Loan Party or of the Borrower Group, or received
by any Loan Party from any other party to any of the foregoing.

               (i) Visitation; Verification. Upon reasonable prior notice, the
Borrower shall permit (and cause each Loan Party to permit) the Agent or any
Lender or its accountants, attorneys or other agents to visit and inspect any of
the properties of any Loan Party, to examine its books and records and take
copies and extracts therefrom and to discuss its affairs with its directors,
officers, employees and independent accountants at such times and as often as
the Agent or any Lender may reasonably request; provided, that a Loan Party
shall have the right to have an officer present at any discussion with its
employees; and provided, further, that the Lenders (as opposed to the Agent)
shall not have any right under this Section to examine any proprietary technical
information of the Borrower; the foregoing shall not preclude walk-through
visits of the properties of a Loan Party by the Agent or any Lender. The
Borrower hereby authorizes (and directs each Loan Party to authorize) such
officers, employees and independent accountants to discuss with the Agent or any
Lender the affairs of any Loan Party. The Agent and the Lenders shall have the
right to examine and verify accounts, inventory and other


<PAGE>   49

properties and liabilities of each Loan Party from time to time, and the
Borrower shall cooperate with the Agent and the Lenders in such verification.
Any such inspection or examination shall be for the protection of the Agent and
the Lenders and neither the Agent nor any Lender shall have any responsibility
to any Loan Party or any other Person for any deficiency in construction or
variance from specifications which may be revealed by any inspection by the
Agent or any Lender, whether or not discovered by any of such Persons.

               (j) Environmental Audit. The Agent or the Required Lenders shall
have the right from time to time upon reasonable notice to designate such
Persons ("Environmental Auditors") as the Agent may select to visit, inspect and
have access to any of the properties, products or wastes of each Loan Party and,
to the extent possible, its Environmental Affiliates, for the purpose of
investigating whether there may be a basis for any Environmental Claim or any
condition which could result in any liability, cost or expense to the Agent or
any Lender; provided that unless an Event of Default or Potential Default shall
have occurred and be continuing, or unless there is reasonable cause, such
visitation and investigation shall not occur more than once during any period of
two calendar years. Such investigation may include, among other things, above
and below ground testing for the presence of Environmental Concern Materials and
such other tests as may be necessary or advisable in the opinion of the Agent,
after consultation with the Borrower. The Borrower will supply to the
Environmental Auditors such historical and operational information, including
the results of all samples sent for analysis, correspondence with Governmental
Authorities and environmental audits or reviews regarding properties, products
and wastes of each Loan Party or its Environmental Affiliates as are within its
possession, custody or control, or which are available to it, and will make
available for meetings with the Environmental Auditors appropriate personnel
employed by or consultants retained by the Borrower having knowledge of such
matters.

               5.02. Insurance. The Borrower shall, and shall cause each other
Loan Party to, (a) maintain with financially sound and reputable insurers
insurance with respect to the Phase I Project, the Phase II Project and its
business and against such liabilities, casualties and contingencies and of such
types and in such amounts as is satisfactory to the Required Lenders (including
without limitation product and other liability, casualty, workers' compensation
and umbrella coverage, and such insurance described on Schedule 5.02 hereof),
(b) provide that such insurance cannot terminate, expire, be canceled or amended
in any material respect without 30 days' prior notice to the Agent, (c) furnish
to each Lender from time to time upon reasonable request the policies under
which such insurance is issued, certificates of insurance and such other
information relating to such insurance as such Lender may reasonably request,
(d) cause the insurance policies to contain (i) a "replacement cost
endorsement", (ii) a standard first mortgagee endorsement, without contribution,
substantially equivalent to the New York standard mortgagee endorsement, and
(iii) an endorsement that any loss shall be payable in accordance with the terms
of such policy notwithstanding any act or negligence of any Loan Party which
might otherwise give rise to a defense by the insurer, and (e) provide such
other insurance and endorsements as are required by this Agreement and the other
Loan Documents.

               5.03. Payment of Taxes and Other Potential Charges and Priority
Claims. The Borrower shall, and shall cause each other Loan Party to, pay or
discharge


<PAGE>   50

               (a) on or prior to the date on which penalties attach thereto,
        all taxes, assessments and other governmental charges imposed upon it or
        any of its properties;

               (b) on or prior to the date when due, all lawful claims of
        materialmen, mechanics, carriers, warehousemen, landlords and other like
        Persons which, if unpaid, might result in the creation of a Lien upon
        any such property; and

               (c) on or prior to the date when due, all other lawful claims
        which, if unpaid, might result in the creation of a Lien upon any such
        property or which, if unpaid, might give rise to a claim entitled to
        priority over general creditors of the Borrower or such Loan Party in a
        case under Title 11 (Bankruptcy) of the United States Code, as amended;

provided, that unless and until foreclosure, distraint, levy, sale or similar
proceedings shall have been commenced the Loan Parties need not pay or discharge
any such tax, assessment, charge or claim so long as (x) the validity thereof is
contested in good faith and by appropriate proceedings diligently conducted and
(y) such reserves or other appropriate provisions as may be required by GAAP
shall have been made therefor.

               5.04. Preservation of Corporate Status. The Borrower shall, and
shall cause each other Loan Party to, maintain its status as a corporation duly
organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation, and, unless failure to do so could not have a
Material Adverse Effect, to be duly qualified to do business as a foreign
corporation and in good standing in all jurisdictions in which the ownership of
its properties or the nature of its business or both make such qualification
necessary or advisable.

               5.05. Governmental Approvals and Filings. The Borrower shall, and
shall cause each other Loan Party to, keep and maintain in full force and effect
all Governmental Actions necessary or advisable in connection with execution and
delivery of any Loan Document by any Loan Party, consummation by each Loan Party
of the transactions herein or therein contemplated, performance of or compliance
with the terms and conditions hereof or thereof by any Loan Party or to ensure
the legality, validity, binding effect, enforceability or admissibility in
evidence hereof or thereof.

               5.06. Maintenance of Properties. The Borrower shall, and shall
cause each other Loan Party to, maintain or cause to be maintained in good
repair, working order and condition (ordinary wear and tear excepted) the
properties now or hereafter owned, leased or otherwise possessed by it so that
the business carried on in connection therewith may be conducted at all times in
accordance with customary mini-mill practice.

               5.07. Avoidance of Other Conflicts.  The Borrower shall, and
shall cause each other Loan Party to, not violate or conflict with, be in
violation of or conflict with, or be or remain subject to any liability
(contingent or otherwise) on account of any violation or conflict with


<PAGE>   51

               (a) any Requirement of Law (including without limitation any
Environmental Law),

               (b) its certificate or articles of incorporation of by-laws (or
other constituent documents), or

               (c) any Contractual Obligations to which it is party,

which violation could have Material Adverse Effect.

               5.08. Financial Accounting Practices. The Borrower shall, and
shall cause each other Loan Party to, make and keep books, records and accounts
which, in reasonable detail, accurately and fairly reflect its transactions and
dispositions of its assets and maintain a system of internal accounting controls
sufficient to provide reasonable assurances that (a) transactions are executed
in accordance with management's general or specific authorization, (b)
transactions are recorded as necessary (i) to permit preparation of financial
statements in conformity with GAAP, and (ii) to maintain accountability for
assets, (c) access to assets is permitted only in accordance with management's
general or specific authorization and (d) the recorded accountability for assets
is compared with the existing assets at reasonable intervals and appropriate
action is taken with respect to any differences.

               5.09. Use of Proceeds. The Borrower shall apply the proceeds of
the Loans to make loans to IDI and for general corporate purposes (reference
being made to Section 4.02(g) in that connection). The Borrower shall not use,
or permit the use of, the proceeds of any Loans hereunder directly or indirectly
for any unlawful purpose, in any manner inconsistent with Section 3.12 hereof,
or inconsistent with any other provision of any Loan Document.

               5.10. Continuation of or Change in Business. The Borrower shall,
and shall cause each other Loan Party to, continue to engage in its business as
currently contemplated, and, except as specifically permitted by Section
6.05(e), no Loan Party shall engage in any other business.

               5.11. Consolidated Tax Return.  The Borrower shall not, and shall
not permit any other Loan Party to, file or consent to the filing of any
consolidated income tax return with any Person other than a Loan Party.

               5.12. Fiscal Year.  The Borrower shall not change its fiscal year
or fiscal quarter or permit any other Loan Party to do so.


                                   ARTICLE VI
                               NEGATIVE COVENANTS

               The Borrower hereby covenants to the Agent and each Lender as
follows:


<PAGE>   52

               6.01.  Financial Covenants.

               (a) Leverage Ratio. The Leverage Ratio shall not, for any period
of four consecutive fiscal quarters ending prior to March 31, 2002, exceed 5.0
to 1 and shall not, for any period of four consecutive fiscal quarters ending on
or after March 31, 2002, exceed 4.0 to 1.

               (b) Tangible Net Worth. From and after the Closing Date, Tangible
Net Worth shall not at any time be less than the sum of (i) $187,000,000 and
(ii) 50% of Cumulative Net Income at such time incurred since the Restatement
Date (as defined in the Existing Credit Agreement).

               (c) Interest Coverage. For any period of four consecutive fiscal
quarters, the ratio of EBITDA for such period to Interest Expense for such
period shall not be less than 2.0 to 1.

               6.02. Liens. The Borrower shall not, and shall not permit any
other Loan Party to, at any time create, incur, assume or suffer to exist any
Lien on any of its property (now owned or hereafter acquired), or agree, become
or remain liable (contingently or otherwise) to do any of the foregoing, except
for the following ("Permitted Liens"):

               (a) Liens which are granted by the Borrower to secure its
        obligations under or with respect to the Existing Credit Agreement;

               (b) Liens which are granted by the Borrower pursuant to the
        Development Package, or permitted refinancings thereof, whether existing
        on or after the date hereof (and described on Schedule 6.02 hereof);

               (c) Liens arising from taxes, assessments, charges or claims
        described in Section 5.03 hereof that are not yet due or that remain
        payable without penalty or to the extent permitted to remain unpaid
        under the proviso to such Section 5.03;

               (d) Deposits or pledges of cash or securities in the ordinary
        course of business to secure (i) workmen's compensation, unemployment
        insurance or other social security obligations, (ii) performance of
        bids, tenders, trade contracts (other than for payment of money) or
        leases, (iii) stay, surety or appeal bonds, or (iv) other obligations of
        a like nature incurred in the ordinary course of business;

               (e) Easements, rights of way and other restrictions on the use of
        real property which are permitted under the Existing Credit Agreement;

               (f) Liens described on Schedule 6.02(f) and Liens on property of
        the Borrower securing all or part of the purchase price thereof,
        provided that: (i) such Lien is created before or substantially
        simultaneously with the purchase of such property by the Borrower, (ii)
        such Lien is confined solely to the property so purchased and proceeds
        thereof, (iii) the aggregate amount secured by all such Liens on any
        particular property at the time purchased by the Borrower shall not
        exceed the lesser of the purchase price of


<PAGE>   53

        such property and the fair market value of such property at the time of
        purchase, (iv) such property shall not consist of anything integral to
        casters, rolling mills, cold mills, furnaces or the production of steel,
        (v) the purchase price of such property shall have been included in the
        calculation required by Section 6.13 hereof and (vi) the aggregate
        amount secured by all Liens described in this Section 6.02(f) shall not
        at any time exceed $5,000,000;

               (g) Liens on accounts receivable of any Loan Party in favor of
        the Borrower; and

               (h) Liens incurred in connection with governmental incentive
        financing covering property of the Borrower comprising part of a new
        project having an original total cost exceeding $200,000,000 which is
        constructed on a site other than on the Project Site, which property
        covered by such Liens has an original cost not exceeding, and secures
        Indebtedness not exceeding, $65,000,000 for each such new project.

"Permitted Lien" shall in no event include any Lien imposed by, or required to
be granted pursuant to, ERISA or any Environmental Law. Nothing in this Section
6.02 shall be construed to limit any other restriction on Liens imposed
otherwise in the Loan Documents.

               6.03. Indebtedness.  The Borrower shall not, and shall not permit
any other Loan Party to, at any time create, incur, assume or suffer to exist
any Indebtedness, or agree, become or remain liable (contingently or otherwise)
to do any of the foregoing, except:

               (a) Indebtedness to the Lenders and the Agent pursuant to this
        Agreement and the other Loan Documents;

               (b) The Indebtedness of the Borrower incurred pursuant to the
        Development Package and refinancings thereof on the same terms (other
        than interest rate or a longer maturity), each as listed on Schedule
        6.03 hereof, but in no case any extensions or renewals thereof, and the
        Indebtedness of the Borrower incurred pursuant to the Reimbursement
        Agreement, dated as of May 23, 1995, between the Borrower, National City
        Bank, Indiana and Indiana Development Finance Authority and refinancings
        thereof on the same terms (other than interest rate or a longer
        maturity);

               (c) Accounts payable to trade creditors arising out of purchases
        of goods or services in the ordinary course of business, provided that
        (i) such accounts payable are payable not later than 90 days after the
        original invoice date according to the original terms of sale, and (ii)
        as of the end of each calendar month, not more than 15% of such accounts
        payable are more than 90 days past due, and not more than 5% of such
        accounts payable are more than 120 days past due, in each case according
        to the original terms of sale (except to the extent that any such
        account payable is being contested in good faith and by appropriate
        proceedings diligently conducted and so long as such reserves or other
        appropriate provisions as may be required by GAAP shall have been made
        with respect therefor);


<PAGE>   54

               (d) Any licensing or royalty fees owed by the Borrower in the
        ordinary course of business, including such fees payable to SMS pursuant
        to the SMS Documents;

               (e) Indebtedness secured by Liens permitted by Section 6.02(f) or
        Section 6.02(h) hereof;

               (f) Unsecured Indebtedness of the Borrower in an aggregate
        principal amount not exceeding $10,000,000 at any time outstanding;

               (g) Indebtedness of another Loan Party to the Borrower as to
        which the Borrower's rights are subject to a first perfected Lien in
        favor of the Agent;

               (h) Indebtedness of a Subsidiary of the Borrower to the Borrower
        to the extent permitted by Exhibit B hereto;

               (i) Indebtedness of IDI (x) pursuant to, or otherwise permitted
        under Section 6.03 of, the IDI Credit Agreement, (y) pursuant to lending
        arrangements with General Electric Capital Corporation or another lender
        arranged by American Electric Power Company in a principal amount not
        exceeding $6,500,000 and (z) to the Borrower in a principal amount not
        exceeding $75,000,000;

               (j) Indebtedness pursuant to the Existing Credit Agreement;

               (k) Specified Unsecured Placed Debt;

               (l) Indebtedness of New Millennium Building Systems, LLC pursuant
        to lending arrangements with its lender group in a principal amount not
        to exceed $30,000,000; and

               (m) Unsecured subordinated (such subordination to be pursuant to
        terms satisfactory to the Required Lenders) Indebtedness of the Borrower
        in an aggregate principal amount not to exceed $30,000,000 pursuant to
        notes issued by the Borrower to shareholders of OmniSource Corporation
        in partial payment of the purchase price for the purchase by the
        Borrower from such shareholders of fifty percent of the capital stock of
        OmniSource Corporation.

               6.04. Guaranties, Indemnities, etc. The Borrower shall not be or
become subject to or bound by any Guaranty Equivalent, or agree, become or
remain liable (contingently or otherwise) to do any of the foregoing, and shall
not permit any other Loan Party to do so, except:

               (a) Guaranty Equivalents existing on the Closing Date and listed
        in Schedule 6.04 hereto;

               (b) Contingent liabilities arising from the endorsement of
        negotiable or other instruments for deposit or collection or similar
        transactions in the ordinary course of business;


<PAGE>   55

               (c) Indemnities by the Borrower or another Loan Party of the
        liabilities of its directors or officers in their capacities as such
        pursuant to provisions presently contained in their certificate or
        articles of incorporation or by-laws (or other constituent documents) or
        as permitted by Law;

               (d) Contingent liabilities arising from the Interest Rate
        Protection Agreements;

               (e) Indemnities by the Borrower under the Reimbursement Agreement
        described in Section 6.03(b) hereof or related documents with respect to
        the bond transactions contemplated by such Reimbursement Agreement; and

               (f) A guaranty by the Borrower of the Indebtedness of New
        Millennium Building Systems, LLC pursuant to lending arrangements with
        its lender group which guaranty obligation shall not exceed $10,000,000.

               6.05. Loans, Advances and Investments. The Borrower shall not,
and shall not permit any Loan Party to, at any time make or suffer to exist or
remain outstanding any loan or advance to, or purchase, acquire or own
(beneficially or of record) any stock, bonds, notes or securities of, or any
partnership interest (whether general or limited) in, or any other interest in,
or make any capital contribution to or other investment in, any other Person, or
agree, become or remain liable (contingently or otherwise) to do any of the
foregoing, except:

               (a) Loans and investments existing on the Closing Date and listed
        in Schedule 6.05 hereof;

               (b) Receivables owing to the Borrower arising from sales of
        inventory under usual and customary terms in the ordinary course of
        business; and loans and advances extended by the Borrower to
        subcontractors or suppliers (excluding subcontractors or suppliers who
        are Affiliates of the Borrower) under usual and customary terms in the
        ordinary course of business;

               (c) Advances to officers and employees, other agents and
        independent contractors of the Borrower to meet expenses incurred by
        such persons in the ordinary course of business or for relocation and in
        amounts at any time outstanding not exceeding $50,000 to any one officer
        or employee and $500,000 in the aggregate;

               (d)  Cash Equivalent Investments;

               (e) Investments of the Borrower (or, to the extent permitted by
        paragraph (f) below, of a Subsidiary of the Borrower) in Subsidiaries,
        partnerships or other joint ventures (including without limitation New
        Millennium Building Systems, LLC and OmniSource Corporation (but
        limited, in the case of OmniSource Corporation, to fifty percent of the
        capital stock thereof acquired in a transaction described on Schedule
        6.05 to the Second Amendment to the Existing Credit Agreement)) related
        to the Borrower's


<PAGE>   56

        steel production business which are included in the calculations to
        determine compliance with Section 6.13 hereof and which in the
        aggregate, when added to the aggregate amount paid for all acquisitions
        by the Borrower of all or a substantial portion of the properties of
        another Person, do not exceed an amount equal to $90,000,000 plus 35% of
        Cumulative Annual Change in Net Worth in the case of investments in
        entities in which the Borrower or a Subsidiary has an equity interest
        equal to or greater than 10% of the total equity interests in the
        applicable entity and do not exceed an amount equal to $10,000,000 plus
        25% of Cumulative Annual Change in Net Worth in the case of other
        investments;

               (f) Investments in one or more Subsidiaries of the Borrower at
        the times and in the amounts set forth on Exhibit DD-1997 to the
        Existing Agreement, but only for so long as the operations of each such
        Subsidiary are conducted in accordance with the requirements of such
        Exhibit B;

               (g) Equity investments in IDI not to exceed an aggregate amount
        of $105,000,000, which may be either equity investments or loans (which
        loans may be subordinated to other Indebtedness of IDI) and which shall
        include any extraordinary legal costs paid by SDI for the benefit of IDI
        under the Administration Agreement between SDI and IDI;

               (h) Investment of the Borrower in an amount not to exceed
        $1,250,000 in economic redevelopment revenue bonds to be issued by
        DeKalb County, Indiana, and to be repaid from the incremental increase
        in tax revenues generated as a result of the construction of the New
        Millennium Building Systems, LLC project; and

               (i) An Investment comprising not more than fifty percent of the
        capital stock of OmniSource Corporation pursuant to the transaction
        described on Schedule 6.05 hereto.

By way of illustration, and without limitation, it is understood that the
Borrower (for example) shall be deemed to have made an advance to an Affiliate
of the Borrower (for example): (x) to the extent that the Borrower transfers any
property to or performs any service for such Affiliate, and (y) to the extent
that the Borrower pays any obligation of such Affiliate. The amount of such
advance shall be deemed to be, in the case of clause (x), the fair value of the
property so transferred or services so performed (but not less than cost), and
in the case of clause (y), the amount so paid by the Borrower.

               6.06. Dividends and Related Distributions.  The Borrower shall
not declare or make any Stock Payment, or agree, become or remain liable
(contingently or otherwise) to do any of the foregoing, and shall not permit any
other Loan Party to do so, except as follows:

               (a) The Borrower may, if no Event of Default or Potential Default
        exists or is continuing or would result from the making of the purchase
        described hereinafter, pay up to $5,500,000 in cash to repurchase stock
        of the Borrower from any of the individuals employed by the Borrower
        listed on Schedule 6.06 hereof, provided that a minimum


<PAGE>   57

        aggregate equity interest in the Borrower of 7.5% shall be owned by the
        remaining members of the Borrower's management;

               (b) A wholly-owned Subsidiary of the Borrower may pay dividends
        to the Borrower; and

               (c) The Borrower may, if no Event of Default or Potential Default
        exists or is continuing or would result from the payment of the Stock
        Payment described hereinafter, from and after the Closing Date, make
        Stock Payments in an aggregate cumulative amount not exceeding
        cumulative Net Income for the period from January 1, 1997 through the
        then most recently completed fiscal quarter.

               6.07. Sale-Leasebacks. Except as part of the Development Package
or as part of the governmental incentive financing referred to in and permitted
by Section 6.02(h) above, the Borrower shall not at any time enter into or
suffer to remain in effect any transaction to which the Borrower is a party
involving the sale, transfer or other disposition by the Borrower of any
property (now owned or hereafter acquired), with a view directly or indirectly
to the leasing back of any part of the same property or any other property used
for the same or a similar purpose or purposes, or agree, become or remain liable
(contingently or otherwise) to do any of the foregoing, and shall not permit any
other Loan Party to do so.

               6.08. Leases. Except as part of the Development Package or as
part of the governmental incentive financing referred to in and permitted by
Section 6.02(h) above, the Borrower shall not at any time enter into or suffer
to remain in effect any lease, as lessee, of any property, or agree, become or
remain liable (contingently or otherwise) to do any of the foregoing, or permit
any other Loan Party to do so, except operating leases of data processing
equipment, office equipment, transportation equipment and other manufacturing
equipment or office space used by the lessee in the ordinary course of business,
provided that such leases will not result in the payment or accrual by the
Borrower Group of more than $2,000,000 in the aggregate in any twelve-month
period and no such lease has a term longer than seven years; and provided
further that such leases will not result in the payment or accrual by all Loan
Parties other than the Borrower of more than $100,000 in the aggregate in any
twelve-month period.

               6.09. Mergers, Acquisitions, etc. The Borrower shall not, and
shall not permit any other Loan Party to, (v) merge with or into or consolidate
with any other Person, except that a Loan Party which is a wholly-owned
Subsidiary of the Borrower may merge with the Borrower, provided that the
Borrower shall be the surviving corporation and no Event of Default or Potential
Default shall occur and be continuing or shall exist at such time or after
giving effect to such transaction, (w) liquidate, wind-up, dissolve or divide,
(x) acquire all or any substantial portion of the properties of any going
concern or going line of business, (y) acquire all or any substantial portion of
the properties of any other Person other than in the ordinary course of
business, unless such acquisition, if the cost thereof were treated as an
investment for purposes of Section 6.05(e) hereof, would not violate Section
6.05(e) or (z) agree, become or remain liable (contingently or otherwise) to do
any of the foregoing.


<PAGE>   58

               6.10. Dispositions of Properties. The Borrower shall not, and
shall not permit any other Loan Party to, sell, convey, assign, lease, transfer,
abandon or otherwise dispose of, voluntarily or involuntarily, any of its
properties, or agree, become or remain liable (contingently or otherwise) to do
any of the foregoing, except:

               (a) The Borrower and any other Loan Party may sell Inventory in
        the ordinary course of business;

               (b) The Borrower may, for cash, dispose of assets to
        non-Affiliates in a maximum aggregate annual amount of $9,000,000;

               (c) In addition to the asset sales permitted by paragraph (b)
        above and notwithstanding the limitations set forth therein, the
        Borrower may dispose of assets in a maximum aggregate annual amount of
        $1,000,000;

               (d) The Borrower may transfer to a Delaware corporation (the
        "Passive Investment Sub") which is a wholly-owned Subsidiary of the
        Borrower some or all of its patents and other intellectual property if,
        and only if, (i) any such transfer shall be subject to the prior
        perfected security interest of the agent for the benefit of the
        "Lenders" under the Existing Credit Agreement, in any patents or other
        intellectual property so transferred, (ii) prior to any such transfer,
        the Passive Investment Sub shall have executed and delivered to such
        agent a security agreement, in form and substance satisfactory to such
        agent, confirming and granting such security interest, together with a
        guaranty and suretyship agreement executed by the Passive Investment
        Sub, in form and substance satisfactory to such agent, with respect to
        the Obligations and such opinions, certificates and other documentation
        as such agent shall reasonably request, (iii) prior to any such
        transfer, the Borrower shall have executed and delivered to such agent
        documentation confirming the grant to such agent, for the benefit of
        such "Lenders", of a first lien perfected security interest in all
        ownership interests in the Passive Investment Sub and (iv) the Passive
        Investment Sub and the Borrower shall have entered into a license
        agreement with an initial term of five years with respect to the
        property of the Passive Investment Sub in form and substance
        satisfactory to such agent and the Borrower shall have granted a first
        lien perfected security interest in its right, title and interest in
        such license agreement to such agent pursuant to an amendment to the
        security agreement in favor of such agent and in form and substance
        satisfactory to such agent and the Passive Investment Sub shall have
        consented to such grant by executing and delivering to such agent an
        agreement in form and substance satisfactory to such agent; and

               (e) The Borrower may lease, as lessor, office space in an office
        building to be constructed by the Borrower, upon terms mutually
        acceptable to the Borrower and prospective non-Affiliate tenants.

               6.11. No Plans. The Borrower will not, and will not permit any
other Loan Party to, enter into any contract or arrangement pursuant to which
any Plan is maintained for any of its employees.


<PAGE>   59

               6.12. Dealings with Affiliates. The Borrower shall not, and shall
not permit any other Loan Party to, enter into or carry out any transaction with
(including, without limitation, purchase or lease property or services from,
sell or lease property or services to, loan or advance to, or enter into, suffer
to remain in existence or amend any contract, agreement or arrangement with) any
Affiliate of the Borrower, directly or indirectly, or agree, become or remain
liable (contingently or otherwise) to do any of the foregoing, except:

               (a) Execution and performance of contracts, agreements and
        arrangements in existence as of the Closing Date and set forth in
        Schedule 6.12 hereof;

               (b) Directors, officers and employees of a Loan Party may be
        compensated for services rendered in such capacity to such Loan Party
        (including without limitation management fees paid by the Borrower to
        Keith Busse and the Designated Managers), provided that such
        compensation is in good faith and on terms no less favorable to such
        Loan Party than those that could have been obtained in a comparable
        transaction on an arm's-length basis from an unrelated Person, and the
        board of directors of the Borrower (including a majority of the
        directors having no direct or indirect interest in such transaction)
        approve the same;

               (c) The Borrower may enter into with IDI, and perform, the Tax
        Sharing Agreement dated as of December 31, 1996, the Administration
        Agreement dated on or about May 4, 1998 and the Offtake Agreement dated
        on or about May 4, 1998 and, so long as IDI is a wholly-owned Subsidiary
        of the Borrower, the Borrower may enter into such other transactions
        (not prohibited by other provisions of this Agreement) with, or for the
        benefit of, IDI as the Borrower deems necessary or desirable for the
        interests of the Borrower;

               (d) Other transactions in the ordinary course of the Borrower's
        business with Affiliates in good faith and on terms no less favorable to
        the Borrower than those that could have been obtained in a comparable
        transaction on an arm's-length basis from an unrelated Person, and, in
        the case of any transaction involving consideration of $100,000 or more
        (other than such a transaction involving consideration less than
        $1,000,000 and the subject Affiliate would not be an Affiliate if the 5%
        figure appearing in the penultimate sentence of the definition of
        "Affiliate" in Section 1.01 hereof were deemed to be 25% in the case of
        ownership or voting power by GECC and its Affiliates or by J.H. Whitney
        and Company and its Affiliates), as to which the board of directors of
        the Borrower (including a majority of the directors having no direct or
        indirect interest in such transaction) approve such transaction and
        determine that such terms are no less favorable to the Borrower than
        those that could have been obtained in a comparable transaction on an
        arm's-length basis from an unrelated Person; provided, that the Borrower
        shall not enter into any such transaction or series of related
        transactions (other than purchases of scrap inventory and sales of
        finished goods) having a value in excess of $2,000,000 unless the Agent
        has received a copy of the foregoing resolution of such


<PAGE>   60

        board of directors to the effect that such transaction is fair to the
        Borrower from a financial point of view; and

               (e) The Borrower may purchase and own not more than fifty percent
        of the capital stock of OmniSource Corporation pursuant to the
        transaction described on Schedule 6.05 hereto.

               6.13. Capital Expenditures. The Borrower shall not, and shall not
permit any other Loan Party to, make any Capital Expenditures in any fiscal year
in excess of an aggregate amount of $50,000,000 unless the Borrower shall have
furnished to the Agent, with copies for the Lenders, at least 30 days prior to
the making of such Capital Expenditures, projections giving effect to the cost
of such Capital Expenditures which are in form and substance reasonably
satisfactory to the Required Lenders and which demonstrate that the Borrower
will comply with Section 6.01 hereof notwithstanding the making of such Capital
Expenditures.

               6.14. Limitations on Modification of Certain Agreements and
Instruments. The Borrower shall not amend, modify or supplement, or suffer any
amendment, modification or supplement to, the Stockholders' Agreement among the
stockholders of the Borrower or its certificate of incorporation or by-laws (or
similar constituent documents) except that the Borrower may, without the consent
of the Required Lenders, amend or modify the sections of its certificate of
incorporation or bylaws or Stockholders' Agreement listed on Schedule 6.14
hereto and may amend or modify the Stockholders' Agreement to permit the
addition of new stockholders whose rights thereunder are not greater than the
rights of the original stockholders.

               6.15. Limitation on Other Restrictions on Liens. The Borrower
shall not, and shall not permit any other Loan Party to, enter into, become or
remain subject to any agreement or instrument to which the Borrower or such Loan
Party, as the case may be, is a party or by which it or any of its properties
(now owned or hereafter acquired) may be subject or bound that would prohibit
the grant of any Lien upon any of its properties (now owned or hereafter
required), except:

               (a) The Loan Documents;

               (b) (i) Restrictions pursuant to non-assignment provisions of any
        executory contract or of any lease by the Borrower as lessee, and (ii)
        restrictions on granting Liens on property subject to a Permitted Lien
        for the benefit of the holder of such Permitted Lien to the extent in
        existence on the Closing Date;

               (c) Restrictions applicable to IDI pursuant to IDI's Credit
        Agreement referred to in Section 6.03(i) hereof or pursuant to
        documentation governing the Indebtedness of IDI referred to in clause
        (y) or Section 6.03(i) hereof; and

               (d) Restrictions pursuant to the Existing Credit Agreement.



<PAGE>   61

               6.16. Limitation on Other Restrictions on Amendment of the Loan
Documents, etc. The Borrower shall not, and shall not permit any other Loan
Party to, enter into, become or remain subject to any agreement or instrument to
which the Borrower or such Loan Party, as the case may be, is a party or by it
or any of its properties (now owned or hereafter acquired) may be subject or
bound that would prohibit or require the consent of any Person to any amendment,
modification or supplement to any of the Loan Documents, except for the Loan
Documents.

               6.17. Maintenance of Business. The Borrower shall not change its
primary line of business from that of either constructing, owning and operating
a steel mini-mill or constructing, owning and operating a steel mini-mill and
one or more scrap substitute manufacturing facilities and shall not permit IDI
to change its primary line of business from that of constructing, owning and
operating one or more scrap substitute manufacturing facilities.

               6.18. Subsidiaries. The Borrower shall not organize, incorporate,
acquire or otherwise suffer to exist any Subsidiaries, except IDI and except for
Subsidiaries acquired as permitted by Section 6.05 hereof and except for the
Passive Investment Sub. If the Passive Investment Sub shall own any assets or
property, the Borrower will, prior to the date on which the license referred to
in Section 6.10 hereof (or any other license from the Passive Investment Sub tot
he Borrower) has a remaining term of less than one year, cause such license to
be extended for an additional term of five years so that the extended term of
such license ends not earlier than four years from the original (or previously
extended) end of the term of such license.


                                   ARTICLE VII
                                    DEFAULTS

               7.01. Events of Default.  An Event of Default shall mean the
occurrence or existence of one or more of the following events or conditions
(for any reason, whether voluntary, involuntary or effected or required by Law):

               (a) The Borrower shall fail to pay when due principal of any
        Loan.

               (b) Any Loan Party shall fail to pay when due interest on any
        Loan, any fees, indemnity or expenses, or any other amount due hereunder
        or under any other Loan Document and, if such failure is unintentional,
        such failure shall have continued for a period of five Business Days.

               (c) Any representation or warranty made by any Loan Party in or
        pursuant to or in connection with any Loan Document, or deemed made by
        any Loan Party in or pursuant to any Loan Document, or any statement
        made by any Loan Party in any financial statement, certificate, report
        or exhibit furnished by any Loan Party to the Agent or any Lender
        pursuant to or in connection with any Loan Document, shall prove to have
        been false or misleading in any material respect as of the time when
        made or deemed made (including by omission of material information
        necessary to make such representation, warranty or statement not
        misleading).


<PAGE>   62

               (d) The Borrower or any Loan Party shall default in the
        performance or observance of any covenant contained in ARTICLE VI
        hereof, other than Section 6.12, or any of the covenants contained in
        Sections 2.10, 5.01(g)(i), 5.09, 5.10, or 5.12 hereof.

               (e) Any Loan Party shall default in the performance or observance
        of any other covenant, agreement or duty under this Agreement or any
        other Loan Document and (i) in the case of a default under Section 5.01
        hereof (other than as referred to in subsection (g)(i) thereof) such
        default shall have continued for a period of ten days and (ii) in the
        case of any other default such default shall have continued for a period
        of 30 days.

               (f) Any Cross-Default Event shall occur with respect to any
        Cross-Default Obligation; provided, that if a Cross-Default Event would
        have occurred with respect to a Cross-Default Obligation but for the
        grant of a waiver or similar indulgence, a Cross-Default Event shall
        nevertheless be deemed to have occurred if the Borrower gave or agreed
        to give any fee or other monetary compensation for such waiver or
        indulgence. As used herein, "Cross-Default Obligation" shall mean any
        Indebtedness of the Borrower in excess of $2,000,000 in aggregate
        principal amount, or commitment of any Person to make a loan or loans to
        the Borrower in the aggregate principal amount in excess of $2,000,000.
        As used herein, "Cross-Default Event" with respect to a Cross-Default
        Obligation shall mean the occurrence of any default, event or condition
        which causes or which would permit any Person or Persons to cause or
        which would with the giving of notice or the passage of time or both
        would permit any Person or Persons to cause all or any part of such
        Cross-Default Obligation to become due (by acceleration, mandatory
        prepayment or repurchase, or otherwise) before its otherwise stated
        maturity or to terminate its commitment to make loans to the Borrower,
        or failure to pay all or any part of such Cross-Default Obligation at
        its stated maturity.

               (g) One or more judgments for the payment of money shall have
        been entered against the Borrower or any other Loan Party, which
        judgment or judgments exceed $1,000,000 in the aggregate, and such
        judgment or judgments shall have remained undischarged and unstayed for
        a period of forty-five consecutive days.

               (h) One or more writs or warrants of attachment, garnishment,
        execution, distraint or similar process exceeding in value the aggregate
        amount of $1,000,000 shall have been issued against the Borrower or any
        other Loan Party or any of their respective properties and shall have
        remained undischarged and unstayed for a period of forty-five
        consecutive days.

               (i) Any Governmental Action now or hereafter made by or with any
        Governmental Authority in connection with any Loan Document is not
        obtained or shall have ceased to be in full force and effect or shall
        have been modified or amended or shall have been held to be illegal or
        invalid, unless the same could not have a Material Adverse Effect.


<PAGE>   63

               (j) An Event of Default pursuant to and as defined in the
        Existing Credit Agreement shall occur.

               (k) Any Loan Document shall cease to be in full force and effect,
        or any Loan Party shall, or shall purport to, terminate, repudiate,
        declare voidable or void or otherwise contest, any Loan Document or any
        obligation or liability of any Loan Party thereunder.

               (l) The Required Lenders shall have determined in good faith that
        an event or condition has occurred which could have a Material Adverse
        Effect.

               (m) Any one or more Pension-Related Events referred to in
        subsection (a)(ii) or (b) of the definition of "Pension-Related Event"
        shall have occurred; any one or more Pension-Related Events referred to
        in subsection (e)(i) of the definition of "Pension-Related Event" shall
        have occurred and such event shall not have been cured within fifteen
        days after the occurrence thereof; or any one or more other one or more
        other Pension-Related Events shall have occurred and the Required
        Lenders shall determine in good faith (which determination shall be
        conclusive) that such other Pension-Related Events, individually or in
        the aggregate, could have a Material Adverse Effect.

               (n) Any one or more of the events or conditions set forth in the
        following clauses (i) or (ii) shall have occurred in respect of any Loan
        Party or any of its Environmental Affiliates, and the Required Lenders
        shall determine in good faith that such events or conditions,
        individually or in the aggregate, could have a Material Adverse Effect:
        (i) any past or present violation of any Environmental Law by such
        Person, or (ii) existence of any pending or threatened Environmental
        Claim against any such Person, or existence of any past or present acts,
        omissions, events or circumstances that could form the basis of any
        Environmental Claim against any such Person.

               (o) A Change of Control or a Change of Management shall have
        occurred.

               (p) Any action or proceeding for the Condemnation (as defined in
        the Mortgage) of all or a substantial portion of the properties of the
        Borrower or any member of the Borrower Group shall be commenced and
        continue undismissed for a period of forty-five days.

               (q) A proceeding shall have been instituted in respect of the
        Borrower or any other Loan Party:

                      (i) seeking to have an order for relief entered in respect
               of such Person, or seeking a declaration or entailing a finding
               that such Person is insolvent or a similar declaration or
               finding, or seeking dissolution, winding-up, charter revocation
               or forfeiture, liquidation, reorganization, arrangement,
               adjustment, composition or other similar relief with respect to
               such Person, its assets or its debts under any Law relating to
               bankruptcy, insolvency, relief of debtors or


<PAGE>   64

               protection of creditors, termination of legal entities or any
               other similar Law now or hereafter in effect, or

                      (ii) seeking appointment of a receiver, trustee,
               liquidator, assignee, sequestrator or other custodian for such
               Person or for all or any substantial part of its property;

        and such proceeding shall result in the entry, making or grant of any
        such order for relief, declaration, finding, relief or appointment, or
        such proceeding shall remain undismissed, undischarged and unstayed for
        a period of sixty consecutive days.

               (r) The Borrower or any other Loan Party shall become insolvent;
        shall fail to pay, become unable to pay, or state that it is or will be
        unable to pay, its debts as they become due; shall voluntarily suspend
        transaction of its or his business; shall make a general assignment for
        the benefit of creditors; shall institute (or fail to controvert in a
        timely and appropriate manner) a proceeding described in Section
        7.01(s)(i) hereof, or (whether or not any such proceeding has been
        instituted) shall consent to or acquiesce in any such order for relief,
        declaration, finding or relief described therein; shall institute or
        take corporate action authorizing the institution of (or fail to
        controvert in a timely and appropriate manner) a proceeding described in
        Section 7.01(s)(ii) hereof, or (whether or not any such proceeding has
        been instituted) shall consent to or acquiesce in any such appointment
        or to the taking of possession by any such custodian of all or any
        substantial part of its or his property; shall dissolve, wind-up, revoke
        or forfeit its charter (or other constituent documents) or liquidate
        itself or any substantial part of its property.

               7.02. Consequences of an Event of Default.

               (a) If an Event of Default under Section 7.01 hereof (other than
an Event of Default specified in subsection (q) or (r) thereof) shall occur and
be continuing or shall exist, then, in addition to all other rights and remedies
which the Agent or any Lender may have hereunder or under any other Loan
Document, at law, in equity or otherwise, the Lenders shall be under no further
obligation to make Loans hereunder, and the Agent shall, upon the written
request of the Required Lenders, by notice to the Borrower, from time to time do
any or all of the following:

               (i) Declare the Commitments terminated, whereupon the Commitments
        will terminate and any fees hereunder shall be immediately due and
        payable without presentment, demand, protest or further notice of any
        kind, all of which are hereby waived, and an action therefor shall
        immediately accrue.

               (ii) Declare the unpaid principal amount of any or all of the
        Loans, interest accrued thereon and all other Obligations to be
        immediately due and payable without presentment, demand, protest or
        further notice of any kind, all of which are hereby waived, and an
        action therefor shall immediately accrue.


<PAGE>   65

               (b) If an Event of Default specified in subsection (s) or (t) of
Section 7.01 hereof shall occur or exist, then, in addition to all other rights
and remedies which the Agent or any Lender may have hereunder or under any other
Loan Document, at law, in equity or otherwise, the Commitments shall
automatically terminate and the Lenders shall be under no further obligation to
make Loans, and the unpaid principal amount of the Loans, interest accrued
thereon and all other Obligations shall become immediately due and payable
without presentment, demand, protest or notice of any kind, all of which are
hereby waived, and an action therefor shall immediately accrue.


                                  ARTICLE VIII
                                    THE AGENT

               8.01. Appointment. Each Lender Party hereby irrevocably (subject
to the second sentence of Section 8.10 hereof) appoints Mellon to act as Agent
for such Lender Party under this Agreement and the other Loan Documents. Each
Lender Party hereby irrevocably (subject to the second sentence of Section 8.10
hereof) authorizes the Agent to take such action on behalf of such Lender under
the provisions of this Agreement and the other Loan Documents, and to exercise
such powers and to perform such duties, as are expressly delegated to or
required of the Agent by the terms hereof or thereof, together with such powers
as are reasonably incidental thereto. Mellon hereby agrees to act as Agent on
behalf of the Lender Parties on the terms and conditions set forth in this
Agreement and the other Loan Documents, subject to its right to resign as
provided in Section 8.10 hereof. Each Lender Party hereby irrevocably authorizes
the Agent to execute and deliver each of the Loan Documents and to accept
delivery of such of the other Loan Documents as may not require execution by the
Agent. Each Lender Party agrees that the rights and remedies granted to the
Agent under the Loan Documents shall be exercised exclusively by the Agent, and
that no Lender Party shall have any right individually to exercise any such
right or remedy, except to the extent expressly provided herein or therein.

               8.02. General Nature of Agent's Duties.  Notwithstanding anything
to the contrary elsewhere in this Agreement or in any other Loan Document:

               (a) The Agent shall have no duties or responsibilities except
        those expressly set forth in this Agreement and the other Loan
        Documents, and no implied duties or responsibilities on the part of the
        Agent shall be read into this Agreement or any Loan Document or shall
        otherwise exist.

               (b) The duties and responsibilities of the Agent under this
        Agreement and the other Loan Documents shall be mechanical and
        administrative in nature, and the Agent shall not have a fiduciary
        relationship in respect of any Lender Party.

               (c) The Agent is and shall be solely the agent of the Lender
        Parties. The Agent does not assume, and shall not at any time be deemed
        to have, any relationship of agency or trust with or for, or any other
        duty or responsibility to, the Borrower or any other Person (except only
        for its relationship as agent for, and its express duties and



<PAGE>   66

        responsibilities to, the Lender Parties as provided in this Agreement
        and the other Loan Documents).

               (d) The Agent shall be under no obligation to take any action
        hereunder or under any other Loan Document if the Agent believes in good
        faith that taking such action may conflict with any Law or any provision
        of this Agreement or any other Loan Document, or may require the Agent
        to qualify to do business in any jurisdiction where it is not then so
        qualified.

               8.03. Exercise of Powers. The Agent shall take any action of the
type specified in this Agreement or any other Loan Document as being within the
Agent's rights, powers or discretion in accordance with directions from the
Required Lenders (or, to the extent this Agreement or such Loan Document
expressly requires the direction or consent of some other Person or set of
Persons, then instead in accordance with the directions of such other Person or
set of Persons). In the absence of such directions, the Agent shall have the
authority (but under no circumstances shall be obligated), in its sole
discretion, to take any such action, except to the extent this Agreement or such
Loan Document expressly requires the direction or consent of the Required
Lenders (or some other Person or set of Persons), in which case the Agent shall
not take such action absent such direction or consent. Any action or inaction
pursuant to such direction, discretion or consent shall be binding on all the
Lender Parties. The Agent shall not have any liability to any Person as a result
of (x) the Agent acting or refraining from acting in accordance with the
directions of the Required Lenders (or other applicable Person or set of
Persons), (y) the Agent refraining from acting in the absence of instructions to
act from the Required Lenders (or other applicable Person or set of Persons),
whether or not the Agent has discretionary power to take such action, or (z) the
Agent taking discretionary action it is authorized to take under this Section
(subject, in the case of this clause (z), to the provisions of Section 8.04(a)
hereof).

               8.04. General Exculpatory Provisions.  Notwithstanding anything
to the contrary elsewhere in this Agreement or any other Loan Document:

               (a) The Agent shall not be liable for any action taken or omitted
        to be taken by it under or in connection with this Agreement or any
        other Loan Document, unless caused by its own gross negligence or
        willful misconduct.

               (b) The Agent shall not be responsible for (i) the execution,
        delivery, effectiveness, enforceability, genuineness, validity or
        adequacy of this Agreement or any other Loan Document, (ii) any recital,
        representation, warranty, document, certificate, report or statement in,
        provided for in, or received under or in connection with, this Agreement
        or any other Loan Document, (iii) any failure of any Loan Party or any
        Lender to perform any of their respective obligations under this
        Agreement or any other Loan Document, or (iv) the existence, validity,
        enforceability, perfection, recordation, priority, adequacy or value,
        now or hereafter, of any Lien or other direct or indirect security
        afforded or purported to be afforded by any of the Loan Documents or
        otherwise from time to time.


<PAGE>   67

               (c) The Agent shall not be under any obligation to ascertain,
        inquire or give any notice relating to (i) the performance or observance
        of any of the terms or conditions of this Agreement or any other Loan
        Document on the part of any Loan Party, (ii) the business, operations,
        condition (financial or otherwise) or prospects of any Loan Party, the
        Borrower Group or any other Person, or (iii) except to the extent set
        forth in Section 8.05(f) hereof, the existence of any Event of Default
        or Potential Default.

               (d) The Agent shall not be under any obligation, either initially
        or on a continuing basis, to provide any Lender Party with any notices,
        reports or information of any nature, whether in its possession
        presently or hereafter, except for such notices, reports and other
        information expressly required by this Agreement or any other Loan
        Document to be furnished by the Agent to such Lender Party.

               8.05. Administration by the Agent.

               (a) The Agent may rely upon any notice or other communication of
any nature (written or oral, including but not limited to telephone
conversations, whether or not such notice or other communication is made in a
manner permitted or required by this Agreement or any Loan Document) purportedly
made by or on behalf of the proper party or parties, and the Agent shall not
have any duty to verify the identity or authority of any Person giving such
notice or other communication.

               (b) The Agent may consult with legal counsel (including, without
limitation, in-house counsel for the Agent or in-house or other counsel for the
Borrower), independent public accountants and any other experts selected by it
from time to time, and the Agent shall not be liable for any action taken or
omitted to be taken in good faith by it in accordance with the advice of such
counsel, accountants or experts.

               (c) The Agent may conclusively rely upon the truth of the
statements and the correctness of the opinions expressed in any certificates or
opinions furnished to the Agent in accordance with the requirements of this
Agreement or any other Loan Document. Whenever the Agent shall deem it necessary
or desirable that a matter be proved or established with respect to any Loan
Party or any Lender, such matter may be established by a certificate of the
Borrower or such Lender, as the case may be, and the Agent may conclusively rely
upon such certificate (unless other evidence with respect to such matter is
specifically prescribed in this Agreement or another Loan Document).

               (d) The Agent may fail or refuse to take any action unless it
shall be indemnified to its satisfaction from time to time against any and all
amounts, liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature which
may be imposed on, incurred by or asserted against the Agent by reason of taking
or continuing to take any such action.


<PAGE>   68

               (e) The Agent may perform any of its duties under this Agreement
or any other Loan Document by or through agents or attorneys-in-fact. The Agent
shall not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected and supervised by it with reasonable care.

               (f) The Agent shall not be deemed to have any knowledge or notice
of the occurrence of any Event of Default or Potential Default unless the Agent
has received notice from a Lender or the Borrower referring to this Agreement,
describing such Event of Default or Potential Default, and stating that such
notice is a "notice of default". If the Agent receives such a notice, the Agent
shall give prompt notice thereof to each Lender.

               8.06. Lender Not Relying on Agent or Other Lenders. Each Lender
acknowledges as follows: (a) Neither the Agent nor any other Lender has made any
representations or warranties to it, and no act taken hereafter by the Agent or
any other Lender shall be deemed to constitute any representation or warranty by
the Agent or such other Lender to it. (b) It has, independently and without
reliance upon the Agent or any other Lender, and based upon such documents and
information as it has deemed appropriate, made its own credit and legal analysis
and decision to enter into this Agreement and the other Loan Documents. (c) It
will, independently and without reliance upon the Agent or any other Lender, and
based upon such documents and information as it shall deem appropriate at the
time, make its own decisions to take or not take action under or in connection
with this Agreement and the other Loan Documents.

               8.07. Indemnification. Each Lender agrees to reimburse and
indemnify the Agent and its directors, officers, employees and agents (to the
extent not reimbursed by the Borrower and without limitation of the obligations
of the Borrower to do so), Pro Rata, from and against any and all amounts,
losses, liabilities, claims, damages, reasonable expenses, obligations,
penalties, actions, judgments, suits, costs or disbursements of any kind or
nature (including, without limitation, the fees and disbursements of counsel for
the Agent or such other Person in connection with any investigative,
administrative or judicial proceeding commenced or threatened, whether or not
the Agent or such other Person shall be designated a party thereto) that may at
any time be imposed on, incurred by or asserted against the Agent or such other
Person as a result of, or arising out of, or in any way related to or by reason
of, this Agreement, any other Loan Document, any transaction from time to time
contemplated hereby or thereby, or any transaction financed in whole or in part
or directly or indirectly with the proceeds of any Loan, provided that no Lender
shall be liable for any portion of such amounts, losses, liabilities, claims,
damages, expenses, obligations, penalties, actions, judgments, suits, costs or
disbursements resulting solely from the gross negligence or willful misconduct
of the Agent or such other Person, as finally determined by a court of competent
jurisdiction. Payments under this Section shall be due and payable on demand,
and to the extent that any Lender fails to pay any such amount on demand, such
amount shall bear interest for each day from the fifth day after the date of
demand until paid (before and after judgment) at a rate per annum (calculated on
the basis of a year of 360 days and actual days elapsed) which shall be equal to
2% plus the Federal Funds Effective Rate.


<PAGE>   69

               8.08. Agent in its Individual Capacity. With respect to its
Commitments and the Obligations owing to it, the Agent shall have the same
rights and powers under this Agreement and each other Loan Document as any other
Lender and may exercise the same as though it were not the Agent, and the terms
"Lenders," "holders of Notes" and like terms shall include the Agent in its
individual capacity as such. The Agent and its affiliates may, without liability
to account, make loans to, accept deposits from, acquire debt or equity
interests in, act as trustee under indentures of, and engage in any other
business with, the Borrower and any stockholder or affiliate of the Borrower, as
though the Agent were not the Agent hereunder.

               8.09. Holders of Notes. The Agent may deem and treat the Lender
which is payee of a Note as the owner and holder of such Note for all purposes
hereof unless and until a Transfer Supplement with respect to the assignment or
transfer thereof shall have been filed with the Agent in accordance with Section
9.14 hereof. Any authority, direction or consent of any Person who at the time
of giving such authority, direction or consent is shown in the Register as being
a Lender shall be conclusive and binding on each present and subsequent holder,
transferee or assignee of any Note or Notes payable to such Lender or of any
Note or Notes issued in exchange therefor.

               8.10. Successor Agent. The Agent may resign at any time by giving
30 days' prior written notice thereof to the Lenders and the Borrower. The Agent
may be removed by the Required Lenders at any time by giving 30 days' prior
written notice thereof to the Agent, the other Lenders and the Borrower. Upon
any such resignation or removal, the Required Lenders shall have the right to
appoint a successor Agent. If no successor Agent shall have been so appointed
and consented to, and shall have accepted such appointment, within 90 days after
such notice of resignation or removal, then the retiring Agent may, on behalf of
the Lenders, appoint a successor Agent. Each successor Agent shall be a
commercial bank or trust company organized, or having a branch or agency
organized, under the laws of the United States of America or any State thereof
and having a combined capital and surplus of at least $500,000,000. Upon the
acceptance by a successor Agent of its appointment as Agent hereunder, such
successor Agent shall thereupon succeed to and become vested with all the
properties, rights, powers, privileges and duties of the former Agent, without
further act, deed or conveyance. Upon the effective date of resignation or
removal of a retiring Agent, such Agent shall be discharged from its duties
under this Agreement and the other Loan Documents, but the provisions of this
Agreement shall inure to its benefit as to any actions taken or omitted by it
while it was Agent under this Agreement. If and so long as no successor Agent
shall have been appointed, then any notice or other communication required or
permitted to be given by the Agent shall be sufficiently given if given by the
Required Lenders, all notices or other communications required or permitted to
be given to the Agent shall be given to each Lender, and all payments to be made
to the Agent shall be made directly to the Borrower or Lender for whose account
such payment is made.

               8.11. Additional Agents. If the Agent shall from time to time
deem it necessary or advisable, for its own protection in the performance of its
duties hereunder or in the interest of the Lender Parties, the Agent and the
Borrower shall execute and deliver a supplemental agreement and all other
instruments and agreements necessary or advisable, in the opinion of the Agent,
to constitute another commercial bank or trust company, or one or more other
Persons


<PAGE>   70

approved by the Agent, to act as co-agent, with such powers of the Agent as may
be provided in such supplemental agreement, and to vest in such bank, trust
company or Person as such co-Agent, any properties, rights, powers, privileges
and duties of the Agent under this Agreement or any other Loan Document.

               8.12. Calculations. The Agent shall not be liable for any
calculation, apportionment or distribution of payments made by it in good faith.
If such calculation, apportionment or distribution is subsequently determined to
have been made in error, the sole recourse of any Lender Party to whom payment
was due but not made shall be to recover from the other Lender Parties any
payment in excess of the amount to which they are determined to be entitled or,
if the amount due was not paid by the Borrower, to recover such amount from the
Borrower.

               8.13. Funding by Agent. Unless the Agent shall have been notified
in writing by any Lender not later than 4:00 p.m., Pittsburgh time, on the day
before the day on which Loans are requested by the Borrower to be made that (or,
if the request for a Loan is made by the Borrower on the date such Loan is to be
made, then not later than 11:00 a.m. on such day.) such Lender will not make its
ratable share of such Loans, the Agent may assume that such Lender will make its
ratable share of the Loans, and in reliance upon such assumption the Agent may
(but in no circumstances shall be required to) make available to the Borrower a
corresponding amount. If and to the extent that any Lender fails to make such
payment to the Agent on such date, such Lender shall pay such amount on demand
(or, if such Lender fails to pay such amount on demand, the Borrower shall pay
such amount on demand), together with interest, for the Agent's own account, for
each day from and including the date of the Agent's payment to and including the
date of repayment to the Agent (before and after judgment) at the rate or rates
per annum set forth below. All payments to the Agent under this Section shall be
made to the Agent at its Office in Dollars in funds immediately available at
such Office, without set-off, withholding, counterclaim or other deduction of
any nature. If funds deliverable by any Lender to the Agent or by the Agent to
any Lender are not made available when required hereunder, the party which has
not made such funds available shall pay interest to the other at the Federal
Funds Effective Rate for the first three days such funds are not made available
and 2% in excess of the Federal Funds Effective Rate thereafter.


                                   ARTICLE IX
                                  MISCELLANEOUS

               9.01. Holidays. Whenever any payment or action to be made or
taken hereunder or under any other Loan Document shall be stated to be due on a
day which is not a Business Day, such payment or action shall be made or taken
on the next following Business Day and such extension of time shall be included
in computing interest or fees, if any, in connection with such payment or
action.

               9.02. Records. The unpaid principal amount of the Loans owing to
each Lender, the unpaid interest accrued thereon, the interest rate or rates
applicable to such unpaid principal


<PAGE>   71

amount, the duration of such applicability, each Lender's Unborrowed Committed
Amount and the accrued and unpaid Commitment Fees shall at all times be
ascertained from the records of the Agent, which shall be conclusive absent
manifest error.

               9.03. Amendments and Waivers. Neither this Agreement nor any Loan
Document may be amended, modified or supplemented except in accordance with the
provisions of this Section. The Agent, the Borrower and, if applicable, any
other Loan Party may from time to time amend, modify or supplement the
provisions of this Agreement or any other Loan Document for the purpose of
amending, adding to, or waiving any provisions thereof, or changing in any
manner the rights and duties of the Borrower or any Lender Party thereunder. Any
such amendment, modification, waiver or supplement made by Borrower and the
Agent in accordance with the provisions of this Section shall be binding upon
the Borrower, each Loan Party and each Lender Party. The Agent shall enter into
such amendments, modifications or supplements from time to time as directed by
the Required Lenders, and only as so directed, provided, that no such amendment,
modification or supplement may be made which will:

               (a) Increase the Unborrowed Committed Amount of any Lender over
        the amount thereof then in effect without the consent of all Lenders, or
        extend the Maturity Date or the Commitment Period End Date without the
        written consent of each Lender affected thereby without the consent of
        all the Lenders or;

               (b) Reduce the principal amount of or extend the scheduled final
        maturity or time for any scheduled payment of principal of any Loan, or
        reduce or increase the rate of interest or extend or reduce the time for
        payment of interest borne by any Loan, or reduce or postpone the date
        for payment of any fees, expenses, indemnities or amounts payable under
        any Loan Document, without the written consent of each Lender Party
        affected thereby;

               (c) Change the definition of "Required Lenders" or amend this
        Section 9.03, without the written consent of all the Lenders;

               (d) Amend or waive any of the provisions of ARTICLE VIII hereof,
        or impose additional duties upon the Agent or otherwise adversely affect
        the rights, interests or obligations of the Agent, without the written
        consent of the Agent;

               (e) Release any Guaranty Equivalent, without the written consent
        of all the Lenders; or

               (h) Change any requirement for the consent of all Lenders without
        the written consent of all Lenders; or

and provided further, that Transfer Supplements may be entered into in the
manner provided in Section 9.14 hereof. Any such amendment, modification or
supplement must be in writing and shall be effective only to the extent set
forth in such writing. Any Event of Default or Potential Default waived or
consented to in any such amendment, modification or supplement shall be


<PAGE>   72

deemed to be cured and not continuing to the extent and for the period set forth
in such waiver or consent, but no such waiver or consent shall extend to any
other or subsequent Event of Default or Potential Default or impair any right
consequent thereto.

               9.04. No Implied Waiver; Cumulative Remedies. No course of
dealing and no delay or failure of the Agent or any Lender Party in exercising
any right, power or privilege under this Agreement or any other Loan Document
shall affect any other or future exercise thereof or exercise of any other
right, power or privilege; nor shall any single or partial exercise of any such
right, power or privilege or any abandonment or discontinuance of steps to
enforce such a right, power or privilege preclude any further exercise thereof
or of any other right, power or privilege. The rights and remedies of the Agent
and the Lender Parties under this Agreement and any other Loan Document are
cumulative and not exclusive of any rights or remedies which the Agent or any
Lender Party would otherwise have hereunder or thereunder, at law, in equity or
otherwise.

               9.05. Notices.

               (a) Except to the extent otherwise expressly permitted hereunder
or thereunder, all notices, requests, demands, directions and other
communications (collectively "notices") under this Agreement or any Loan
Document shall be in writing (including telexed and telecopied communication)
and shall be sent by first-class mail, or by nationally-recognized overnight
courier, or by telex or telecopier (with confirmation in writing mailed
first-class or sent by such an overnight courier), or by personal delivery. All
notices shall be sent to the applicable party at the address stated on the
signature pages hereof or in accordance with the last unrevoked written
direction from such party to the other parties hereto, in all cases with postage
or other charges prepaid. Any such properly given notice to the Agent or any
Lender Party shall be effective when received. Any such properly given notice to
the Borrower shall be effective on the earliest to occur of receipt, telephone
confirmation of receipt of telex or telecopy communication, one Business Day
after delivery to a nationally-recognized overnight courier, or three Business
Days after deposit in the mail.

               (b) Any Lender Party giving any notice to the Borrower or any
other party to a Loan Document shall simultaneously send a copy thereof to the
Agent, and the Agent shall promptly notify the other Lenders of the receipt by
it of any such notice.

               (c) The Agent and each Lender Party may rely on any notice
(whether or not such notice is made in a manner permitted or required by this
Agreement or any Loan Document) purportedly made by or on behalf of the
Borrower, and neither the Agent nor any Lender Party shall have any duty to
verify the identity or authority of any Person giving such notice.

               9.06. Expenses; Taxes; Indemnity.

               (a) The Borrower agrees to pay or cause to be paid and to save
the Agent, and each of the Lender Parties harmless against liability for the
payment of all reasonable out-of-pocket costs and expenses (including but not
limited to reasonable fees and expenses of counsel, including local counsel (but
not separate counsel for any Lender other than Mellon in


<PAGE>   73

connection with clause (i) below), auditors, consulting engineers, appraisers,
and all other professional, accounting, evaluation and consulting costs)
incurred by the Agent or any Lender from time to time arising from or relating
to (i) the administration and performance of this Agreement and the other Loan
Documents (including but not limited to collateral management fees and expenses
of field examinations and periodic commercial finance audits of the Borrower),
(ii) any requested amendments, modifications, supplements, waivers or consents
(whether or not ultimately entered into or granted) to this Agreement or any
Loan Document, and (iii) the enforcement or preservation of rights under this
Agreement or any Loan Document (including but not limited to any such costs or
expenses arising from or relating to (A) collection or enforcement of an
outstanding Loan or any other amount owing hereunder or thereunder by the Agent
or any Lender Party, and (B) any litigation, proceeding, dispute, work-out,
restructuring or rescheduling related in any way to this Agreement or the Loan
Documents).

               (b) The Borrower hereby agrees to pay all stamp, document,
transfer, recording, filing, registration, search, sales and excise fees and
taxes and all similar impositions now or hereafter determined by the Agent or
any Lender Parties to be payable in connection with this Agreement or any other
Loan Documents or any other documents, instruments or transactions pursuant to
or in connection herewith or therewith, and the Borrower agrees to save the
Agent and each Lender Party harmless from and against any and all present or
future claims, liabilities or losses with respect to or resulting from any
omission to pay or delay in paying any such fees, taxes or impositions.

               (c) The Borrower hereby agrees to reimburse and indemnify each of
the Indemnified Parties from and against any and all losses, liabilities,
claims, damages, expenses, obligations, penalties, actions, judgments, suits,
costs or disbursements of any kind or nature whatsoever (including, without
limitation, the fees and disbursements of counsel for such Indemnified Party in
connection with any investigative, administrative or judicial proceeding
commenced or threatened, whether or not such Indemnified Party shall be
designated a party thereto) that may at any time be imposed on, asserted against
or incurred by such Indemnified Party as a result of, or arising out of, or in
any way related to or by reason of, this Agreement or any other Loan Document,
any transaction from time to time contemplated hereby or thereby, or any
transaction financed in whole or in part or directly or indirectly with the
proceeds of any Loan (and without in any way limiting the generality of the
foregoing, including any violation or breach of any Environmental Law or any
other Law by any Loan Party or any of its Environmental Affiliates; any
Environmental Claim arising out of the management, use, control, ownership or
operation of property by any of such Persons, including all on-site and off-site
activities involving Environmental Concern Materials; or any exercise by the
Agent or any Lender Party of any of its rights or remedies under this Agreement
or any other Loan Document; any breach of any representation or warranty,
covenant or agreement of any Loan Party); but excluding any such losses,
liabilities, claims, damages, expenses, obligations, penalties, actions,
judgments, suits, costs or disbursements to the extent resulting from the gross
negligence or willful misconduct of such Indemnified Party, as finally
determined by a court of competent jurisdiction. If and to the extent that the
foregoing obligations of the Borrower under this subsection (c), or any other
indemnification obligation of the Borrower hereunder or under any other Loan
Document, are unenforceable for any reason, the Borrower hereby agrees to make
the


<PAGE>   74

maximum contribution to the payment and satisfaction of such obligations which
is permissible under applicable Law.

               9.07. Severability. The provisions of this Agreement are intended
to be severable. If any provision of this Agreement shall be held invalid or
unenforceable in whole or in part in any jurisdiction such provision shall, as
to such jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without in any manner affecting the validity or enforceability
thereof in any other jurisdiction or the remaining provisions hereof in any
jurisdiction.

               9.08. Prior Understandings.  This Agreement and the other Loan
Documents supersede all prior and contemporaneous understandings and agreements,
whether written or oral, among the parties hereto relating to the transactions
provided for herein and therein.

               9.09. Duration; Survival. All representations and warranties of
the Borrower and each other Loan Party contained herein or in any other in the
Loan Document or made in connection herewith or therewith shall survive the
making of, and shall not be waived by the execution and delivery, of this
Agreement or any other Loan Document, any investigation by or knowledge of the
Agent or any Lender Party, the making of any Loan or any other event or
condition whatever. All covenants and agreements of the Borrower and each other
Loan Party contained herein or in any other Loan Document shall continue in full
force and effect from and after the date hereof so long as the Borrower may
borrow hereunder and until payment in full of all Obligations. Without
limitation, all obligations of the Borrower hereunder or under any other Loan
Document to make payments to or indemnify the Agent or any Lender shall survive
the payment in full of all other Obligations, termination of the Borrower's
right to borrow hereunder, and all other events and conditions whatever. In
addition, all obligations of each Lender to make payments to or indemnify the
Agent shall survive the payment in full by the Borrower of all Obligations,
termination of the Borrower's right to borrow hereunder, and all other events or
conditions whatever.

               9.10. Counterparts.  This Agreement may be executed in any number
of counterparts and by the different parties hereto on separate counterparts
each of which, when so executed, shall be deemed an original, but all such
counterparts shall constitute but one and the same instrument.

               9.11. Limitation on Payments. The parties hereto intend to
conform to all applicable Laws in effect from time to time limiting the maximum
rate of interest that may be charged or collected. Accordingly, notwithstanding
any other provision hereof or of any other Loan Document, the Borrower shall not
be required to make any payment to or for the account of any Lender, and each
Lender shall refund any payment made by the Borrower, to the extent that such
requirement or such failure to refund would violate or conflict with nonwaivable
provisions of applicable Laws limiting the maximum amount of interest which may
be charged or collected by such Lender.


<PAGE>   75

               9.12. Set-Off. The Borrower hereby agrees that, to the fullest
extent permitted by law, if an Event of Default shall have occurred and be
continuing or shall exist and if any Obligation of the Borrower shall be due and
payable (by acceleration or otherwise), each Lender Party shall have the right,
without notice to the Borrower, to set-off against and to appropriate and apply
to such Obligation any indebtedness, liability or obligation of any nature owing
to the Borrower by such Lender Party, including but not limited to all deposits
(whether time or demand, general or special, provisionally credited or finally
credited, whether or not evidenced by a certificate of deposit, and including
without limitation accounts in foreign currencies) now or hereafter maintained
by the Borrower with such Lender Party. Such right shall be absolute and
unconditional in all circumstances and, without limitation, shall exist whether
or not such Lender Party or any other Person shall have given notice or made any
demand to the Borrower or any other Person, whether such indebtedness,
obligation or liability owed to the Borrower is contingent, absolute, matured or
unmatured (it being agreed that such Lender Party may deem such indebtedness,
obligation or liability to be then due and payable at the time of such setoff),
and regardless of the existence or adequacy of any collateral, guaranty or any
other security, right or remedy available to any Lender Party or any other
Person. The Borrower hereby agrees that, to the fullest extent permitted by law,
any Participant and any branch, subsidiary or affiliate of any Lender Party or
any Participant shall have the same rights of set-off as a Lender Party as
provided in this Section (regardless of whether such Participant, branch,
subsidiary or affiliate would otherwise be deemed in privity with or a direct
creditor of the Borrower). The rights provided by this Section are in addition
to all other rights of set-off and banker's lien and all other rights and
remedies which any Lender Party (or any such Participant, branch, subsidiary or
affiliate) may otherwise have under this Agreement, any other Loan Document, at
law or in equity, or otherwise, and nothing in this Agreement or any Loan
Document shall be deemed a waiver or prohibition of or restriction on the rights
of set-off or bankers' lien of any such Person.

               9.13. Sharing of Collections. The Lenders hereby agree among
themselves that if any Lender shall receive (by voluntary payment, realization
upon security, set-off or from any other source) any amount on account of the
Loans, interest thereon, or any other Obligation contemplated by this Agreement
or the other Loan Documents to be made by the Borrower pro rata to the Lenders
in greater proportion than any such amount received by any other applicable
Lender, then the Lender receiving such proportionately greater payment shall
notify each other Lender and the Agent of such receipt, and equitable adjustment
will be made in the manner stated in this Section so that, in effect, all such
excess amounts will be shared ratably among all of the applicable Lenders. The
Lender receiving such excess amount shall purchase (which it shall be deemed to
have done simultaneously upon the receipt of such excess amount) for cash from
the other applicable Lenders a participation in the applicable Obligations owed
to such other Lenders in such amount as shall result in a ratable sharing by all
applicable Lenders of such excess amount (and to such extent the receiving
Lender shall be a Participant). If all or any portion of such excess amount is
thereafter recovered from the Lender making such purchase, such purchase shall
be rescinded and the purchase price restored to the extent of such recovery,
together with interest or other amounts, if any, required by Law to be paid by
the Lender making such purchase. The Borrower hereby consents to and confirms
the foregoing arrangements. Each Participant shall be bound by this Section as
fully as if it were a Lender hereunder.


<PAGE>   76

               9.14. Successors and Assigns; Participations; Assignments.

               (a) Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the Borrower, the Lender Parties, all future holders
of the Notes, the Agent and their respective successors and assigns, except that
the Borrower may not assign or transfer any of its rights hereunder or interests
herein without the prior written consent of all the Lenders and the Agent, and
any purported assignment without such consent shall be void. Each of Mellon and
Kreditanstalt fur Wiederaufbau will give the other notice of any participation
it grants or assignment it makes under Section 9.14(b) or (c) hereof.

               (b) Participations. Any Lender may, in the ordinary course of its
commercial banking business and in accordance with applicable Law, at any time
sell participations to one or more commercial banks or other Persons (each a
"Participant") in a portion of its rights and obligations under this Agreement
and the other Loan Documents (including, without limitation, all or a portion of
its Commitments and the Loans owing to it and any Note held by it); provided,
that

               (i) any such participation sold to a Participant which is not a
        Lender, an affiliate of a Lender or a Federal Reserve Bank shall be made
        only with the consent (which in each case shall not be unreasonably
        withheld) of the Borrower and the Agent, unless an Event of Default has
        occurred and is continuing, in which case the consent of the Borrower
        shall not be required,

               (ii) any such Lender's obligations under this Agreement and the
        other Loan Documents shall remain unchanged,

               (iii) such Lender shall remain solely responsible to the other
        parties hereto for the performance of such obligations,

               (iv) the parties hereto shall continue to deal solely and
        directly with such Lender in connection with such Lender's rights and
        obligations under this Agreement and each of the other Loan Documents,

               (v) such Participant shall be bound by the provisions of Section
        9.13 hereof, and the Lender selling such participation shall obtain from
        such Participant a written confirmation of its agreement to be so bound,

               (vi) no Participant (unless such Participant is an affiliate of
        such Lender, or is itself a Lender) shall be entitled to require such
        Lender to take or refrain from taking action under this Agreement or
        under any other Loan Document, except that such Lender may agree with
        such Participant that such Lender will not, without such Participant's
        consent, take action of the type described in subsections (a), (b), (c)
        or (e) of Section 9.03 hereof, and


<PAGE>   77

               (vii) a Participant shall have the right to vote regarding
        amendments to this Agreement only in connection with amendments which
        effect changes in the amount of principal, interest rates, fees, and
        maturity.

The Borrower agrees that any such Participant shall be entitled to the benefits
of Sections 2.13, 2.14, and 9.06 with respect to its participation in the
Commitments and the Loans outstanding from time to time; provided, that no such
Participant shall be entitled to receive any greater amount pursuant to such
Sections than the transferor Lender would have been entitled to receive in
respect of the amount of the participation transferred to such Participant had
no such transfer occurred.

               (c) Assignments. Any Lender may, in the ordinary course of its
commercial banking business and in accordance with applicable Law, at any time
assign all or a portion of its rights and obligations under this Agreement and
the other Loan Documents (including, without limitation, all or any portion of
its Commitments and Loans owing to it and any Note held by it) to any Lender,
any affiliate of a Lender or to one or more additional commercial banks or other
Persons (each a "Purchasing Lender"); provided, that

               (i) any such assignment to a Purchasing Lender which is not a
        Lender or an affiliate of a Lender shall be made only with the consent
        (which in each case shall not be unreasonably withheld) of the Borrower,
        the Agent, unless an Event of Default has occurred and is continuing or
        exists, in which case the consent of the Borrower shall not be required,

               (ii) if a Lender makes such an assignment of less than all of its
        then remaining rights and obligations under this Agreement and the other
        Loan Documents, such assignment shall be in a minimum aggregate
        principal amount of $5,000,000 of the Commitments and Loans then
        outstanding,

               (iii) each such assignment shall be of a constant, and not a
        varying, percentage of each Commitment of the transferor Lender and of
        all of the transferor Lender's rights and obligations under this
        Agreement and the other Loan Documents;

               (iv) each such assignment shall be made pursuant to a Transfer
        Supplement in substantially the form of Exhibit C to this Agreement,
        duly completed (a "Transfer Supplement").

In order to effect any such assignment, the transferor Lender and the Purchasing
Lender shall execute and deliver to the Agent a duly completed Transfer
Supplement (including the consents required by clause (i) of the preceding
sentence) with respect to such assignment, together with any Note or Notes
subject to such assignment (the "Transferor Lender Notes") and a processing and
recording fee of $2,500; and, upon receipt thereof, the Agent shall accept such
Transfer Supplement. Upon receipt of the Purchase Price Receipt Notice pursuant
to such Transfer Supplement, the Agent shall record such acceptance in the
Register. Upon such execution,


<PAGE>   78

delivery, acceptance and recording, from and after the close of business at the
Agent's Office on the Transfer Effective Date specified in such Transfer
Supplement

               (x) the Purchasing Lender shall be a party hereto and, to the
        extent provided in such Transfer Supplement, shall have the rights and
        obligations of a Lender hereunder, and

               (y) the transferor Lender thereunder shall be released from its
        obligations under this Agreement to the extent so transferred (and, in
        the case of an Transfer Supplement covering all or the remaining portion
        of a transferor Lender's rights and obligations under this Agreement,
        such transferor Lender shall cease to be a party to this Agreement) from
        and after the Transfer Effective Date.

On or prior to the Transfer Effective Date specified in an Transfer Supplement,
the Borrower, at its expense, shall execute and deliver to the Agent (for
delivery to the Purchasing Lender) new Notes evidencing such Purchasing Lender's
assigned Commitments or Loans and (for delivery to the transferor Lender)
replacement Notes in the principal amount of the Loans or Commitments retained
by the transferor Lender (such Notes to be in exchange for, but not in payment
of, those Notes then held by such transferor Lender). Each such Note shall be
dated the date and be substantially in the form of the predecessor Note. The
Agent shall mark the predecessor Notes "exchanged" and deliver them to the
Borrower. Accrued interest and accrued fees shall be paid to the Purchasing
Lender at the same time or times provided in the predecessor Notes and this
Agreement.

               (d) Register. The Agent shall maintain at its office a copy of
each Transfer Supplement delivered to it and a register (the "Register") for the
recordation of the names and addresses of the Lenders and the Commitment of, and
principal amount of the Loans owing to, each Lender from time to time. The
entries in the Register shall be conclusive absent manifest error and the
Borrower, the Agent and the Lenders may treat each person whose name is recorded
in the Register as a Lender hereunder for all purposes of the Agreement. The
Register shall be available for inspection by the Borrower or any Lender at any
reasonable time and from time to time upon reasonable prior notice.

               (e) Financial and Other Information. The Borrower authorizes the
Agent and each Lender to disclose to any Participant or Purchasing Lender (each,
a "transferee") and any prospective transferee any and all financial and other
information in such Person's possession concerning the Borrower, any Loan Party
and their affiliates which has been or may be delivered to such Person by or on
behalf of the Borrower in connection with this Agreement or any other Loan
Document or such Person's credit evaluation of the Borrower and affiliates. At
the request of any Lender, the Borrower, at the Borrower's expense, shall
provide to each prospective transferee the conformed copies of documents
referred to in Section 4 of the form of Transfer Supplement.

               9.15. Confidentiality. Each of the Agent and the Lenders agree to
keep confidential any information relating to the Borrower received by it
pursuant to or in connection


<PAGE>   79

with this Agreement which is (a) trade information which the Agent and the
Lenders reasonably expect that the Borrower would want to keep confidential, (b)
technical information with respect to the Borrower's equipment or operations,
(c) information contained in the contracts described in Schedule 9.15 hereto,
(d) financial or environmental information or (e) information which is clearly
marked "CONFIDENTIAL"; provided, however, that this Section 9.15 shall not be
construed to prevent the Agent or any Lender from disclosing such information
(i) to any Affiliate that shall agree to be bound by this obligation of
confidentiality, (ii) upon the order of any court or administrative agency of
competent jurisdiction, (iii) upon the request or demand of any regulatory
agency or authority having jurisdiction over the Agent or such Lender (whether
or not such request or demand has the force of law), (iv) that has been publicly
disclosed, other than from a breach of this provision by the Agent or any
Lender, (v) that has been obtained from any person that is neither a party to
this Agreement nor an Affiliate of any such party, (vi) in connection with the
exercise of any right or remedy hereunder or under any other Loan Document,
(vii) as expressly contemplated by this Agreement or any other Loan Document or
(viii) to any prospective purchaser of all or any part of the interest of any
Lender which shall agree to be bound by the obligation of confidentiality in
this Agreement or the other Loan Documents if such prospective purchaser is a
financial institution or has been consented to by the Borrower, which consent
will not be withheld if such purchaser is not a competitor of the Borrower or an
Affiliate of a competitor of the Borrower.

               9.16. Governing Law; Submission to Jurisdiction:  Waiver of Jury
Trial; Limitation of Liability.

               (a) Governing Law. THIS AGREEMENT AND ALL OTHER LOAN DOCUMENTS
(EXCEPT TO THE EXTENT, IF ANY, OTHERWISE EXPRESSLY STATED IN SUCH OTHER LOAN
DOCUMENTS) SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CHOICE OF LAW PRINCIPLES.

               (b) Certain Waivers. THE BORROWER HEREBY IRREVOCABLY AND
UNCONDITIONALLY:

               (i) AGREES THAT ANY ACTION, SUIT OR PROCEEDING BY ANY PERSON
        ARISING FROM OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR
        ANY STATEMENT, COURSE OF CONDUCT, ACT, OMISSION, OR EVENT OCCURRING IN
        CONNECTION HEREWITH OR THEREWITH (COLLECTIVELY, "RELATED LITIGATION")
        MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION
        SITTING IN ALLEGHENY COUNTY, PENNSYLVANIA OR NEW YORK COUNTY, NEW YORK,
        SUBMITS TO THE JURISDICTION OF SUCH COURTS, AND TO THE FULLEST EXTENT
        PERMITTED BY LAW AGREES THAT IT WILL NOT BRING ANY RELATED LITIGATION IN
        ANY OTHER FORUM (BUT NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE AGENT
        OR ANY LENDER PARTY TO BRING ANY ACTION, SUIT OR PROCEEDING IN ANY OTHER
        FORUM);


<PAGE>   80

               (ii) WAIVES ANY OBJECTION WHICH IT MAY HAVE AT ANY TIME TO THE
        LAYING OF VENUE OF ANY RELATED LITIGATION BROUGHT IN ANY SUCH COURT,
        WAIVES ANY CLAIM THAT ANY SUCH RELATED LITIGATION HAS BEEN BROUGHT IN AN
        INCONVENIENT FORUM, AND WAIVES ANY RIGHT TO OBJECT, WITH RESPECT TO ANY
        RELATED LITIGATION BROUGHT IN ANY SUCH COURT, THAT SUCH COURT DOES NOT
        HAVE JURISDICTION OVER THE BORROWER;

               (iii) CONSENTS AND AGREES TO SERVICE OF ANY SUMMONS, COMPLAINT OR
        OTHER LEGAL PROCESS IN ANY RELATED LITIGATION BY REGISTERED OR CERTIFIED
        U.S. MAIL, POSTAGE PREPAID, TO THE BORROWER AT THE ADDRESS FOR NOTICES
        DESCRIBED IN SECTION 9.05 HEREOF, AND CONSENTS AND AGREES THAT SUCH
        SERVICE SHALL CONSTITUTE IN EVERY RESPECT VALID AND EFFECTIVE SERVICE
        (BUT NOTHING HEREIN SHALL AFFECT THE VALIDITY OR EFFECTIVENESS OF
        PROCESS SERVED IN ANY OTHER MANNER PERMITTED BY LAW); AND

               (iv) WAIVES THE RIGHT TO TRIAL BY JURY IN ANY RELATED LITIGATION.

               (c) Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY
LAW, NO CLAIM MAY BE MADE BY THE BORROWER AGAINST THE AGENT, ANY LENDER PARTY OR
ANY AFFILIATE, DIRECTOR, OFFICER, EMPLOYEE, ATTORNEY OR AGENT OF ANY OF THEM FOR
ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES IN RESPECT
OF ANY CLAIM ARISING FROM OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT OR ANY STATEMENT, COURSE OF CONDUCT, ACT, OMISSION, OR EVENT OCCURRING
IN CONNECTION HEREWITH OR THEREWITH (WHETHER FOR BREACH OF CONTRACT, TORT OR ANY
OTHER THEORY OF LIABILITY). THE BORROWER HEREBY WAIVES, RELEASES AND AGREES NOT
TO SUE UPON ANY CLAIM FOR ANY SUCH DAMAGES, WHETHER SUCH CLAIM PRESENTLY EXISTS
OR ARISES HEREAFTER AND WHETHER OR NOT SUCH CLAIM IS KNOWN OR SUSPECTED TO EXIST
IN ITS FAVOR. THIS PARAGRAPH (C) SHALL NOT LIMIT ANY RIGHTS OF THE BORROWER
ARISING SOLELY OUT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.








                      [This Space Intentionally Left Blank]

<PAGE>   81



               IN WITNESS WHEREOF, the parties hereto, by their officers
thereunto duly authorized, have executed and delivered this Agreement as of the
date first above written.

                                            STEEL DYNAMICS, INC.


                                            By
                                              ----------------------------------
                                               Title:


<PAGE>   82



                                        MELLON BANK, N.A., as Lender, as Agent
                                          and as an Arranger


                                        By
                                          --------------------------------------
                                            Title:

                                        Initial Unborrowed
                                        Committed Amount: $22,500,000.00

                                        Commitment Percentage: 45.00%


                                        Address for Notices:

                                            One Mellon Bank Center
                                            Pittsburgh, PA 15258-0001

                                            Attn:     Roger Stanier
                                            Telephone:        412-234-2347
                                            Telecopier:       412-234-8888




<PAGE>   83


                                        KREDITANSTALT FUR WIEDERAUFBAU, as
                                          Lender and as an Arranger


                                        By
                                          --------------------------------------
                                            Title:


                                        By
                                          --------------------------------------
                                            Title:

                                        Initial Unborrowed
                                        Committed Amount: $22,500,000.00

                                        Commitment Percentage: 45%

                                        Address for Notices:

                                            Palmengartenstrasse 5-9
                                            60325 Frankfurt am Main Germany

                                            Attn:
                                            Telephone:
                                            Telecopier:



<PAGE>   84


                                        THE HUNTINGTON NATIONAL BANK


                                        By
                                          --------------------------------------
                                            Title:

                                        Initial Unborrowed
                                        Committed Amount: $5,000,000.00

                                        Commitment Percentage: 10.00%


                                        Address for Notices:

                                           201 North Illinois Street, Suite 1800
                                           Indianapolis, IN 46204

                                           Attn:     Angela Cecil
                                           Telephone:        317-237-2580
                                           Telecopier:       317-237-2505



<PAGE>   85


                                  SCHEDULE 3.14

                               Partnerships, Etc.


<TABLE>
<CAPTION>
                                                                          Percentage of
                                                                         Equity Interests
                                                                        Owned by Borrower

<S>                                                                           <C>
New Millennium Building Systems, LLC                                          46%
Paragon Steel Enterprises, LLC                                                25%
Omni Dynamic Aviation, LLC                                                    40%
</TABLE>



<PAGE>   86


                                        SCHEDULE  3.16


1.    Borrower has been sued in a total of eight separate but related lawsuits
      (one of which is a duplicative filing), in either state or federal courts
      in California, New York, New Jersey, Minnesota, Connecticut and Illinois,
      by various institutional investors which purchased certain high risk notes
      or "junk bonds" (herein the "Notes") issued in March 1998 by two
      affiliates of Nakornthai Strip Mill Public Company, Limited, or "NSM," a
      Thailand owner and operator of a steel mini-mill project that is currently
      shut down, as part of a U.S. $452 million financing underwritten and sold
      to these and other institutional investors in a non-registered "Rule 144A"
      offering by NatWest Capital Markets Limited, McDonald & Company
      Securities, Inc., PaineWebber Incorporated and ECT Securities Corp.

      The eight pending lawsuits include Farallon Capital Partners, LP, et al v.
      Gleacher & Co., Inc., et al filed in the Superior Court of the State of
      California for the County of Los Angeles - Central District in August 1999
      as Case No. BC 215260 (involving a $33 million claim); Merrill Lynch
      Global Allocation Fund, Inc., et al v. Natwest Finance, Inc., et al filed
      in the Superior Court of New Jersey, Law Division - Middlesex County, as
      Case No. MID-L-8457-99 in September 1999 (involving an $85 million claim),
      which also names a number of individuals as defendants, including
      Borrower's president, Keith E. Busse; a duplicative lawsuit covering
      approximately half of the claims in the Merrill Lynch New Jersey lawsuit,
      filed in the Superior Court for the Judicial District of Fairfield at
      Bridgeport, Connecticut, also in September 1999, under the caption
      Turnberry Capital Partners, LP, et al v. Natwest Finance, Inc. et al,
      which Borrower anticipates will either be dismissed in its entirety or, if
      it proceeds, would transfer $42 million of the Merrill Lynch claims to
      Turnberry and would reduce the claim in the Merrill Lynch New Jersey
      litigation to $43 million; Zuri-Invest AG v. Nat West Finance, Inc., et
      al, filed in the United States District Court for the District of
      Minnesota, Fourth Division, as Civil File No. 99-CV-1452 DWF/AJB in
      September 1999 (involving an approximate $2 million claim); IDS Bond Fund,
      Inc., et al v. Gleacher Natwest, Inc., et al, also filed in the United
      States District Court for the District of Minnesota, Fourth Division, as
      Civil File No. 99-116 MJD/JGL (involving a $62 million claim); Gabriel
      Capital, LP, et al v. Natwest Finance, Inc., et al, filed in the United
      States District Court for the Southern District of New York in October
      1999 as Cause No. 99-CV-10488 (SAS) (involving an approximate $15 million
      claim); Legg Mason Income Trust, Inc., et al v. Gleacher & Co., Inc., et
      al, filed in October 1999 in the Superior Court of the State of California
      for the County of Los Angeles - Central District as Case No. BC 218294 (a
      $5 million claim); and Kemper High Yield Series - Kemper High Yield Fund,
      et al v. Gleacher Natwest, Inc., et al, filed November 24, 1999 in the
      Circuit Court of Cook County, Illinois as Cause No. 99L13363 (a $42
      million claim).

      Although Borrower was neither an issuer nor a guarantor of the Notes, nor
      was Borrower an underwriter or seller of these Notes, and while Borrower's
      only relationship to the NSM mini-mill project was to have been as a
      technical and operational advisor and consultant from and after the close
      of the financing, Borrower has nonetheless been named as a defendant in
      each of the cases on the basis of a combination of various state or
      federal statutory and common law claims that posit that the plaintiffs
      were misled into purchasing and overpaying for the Notes by reason of
      numerous alleged misrepresentations or omissions in the offering
      documents, or as a result of statements allegedly made at one or more of
      the


<PAGE>   87

      "road shows" in connection with the offering. According to the plaintiffs'
      allegations, they assert, in general, that various misrepresentations or
      omissions in the written offering materials (none of which were authored
      by Borrower) or in statements alleged to have been made at or in
      connection with one or more of the road show presentations at which a
      representative of Borrower was present, implied either that Borrower
      endorsed the project's operational and financial soundness, or the
      accuracy of all or certain portions of the offering material statements,
      or that Borrower's involvement in the project, even as advisors and
      consultants, imposed a duty on Borrower's part to have conducted
      extensive, pre-offering "due diligence" with an accompanying duty to warn
      investors. Borrower's two advisory and technical assistance agreements in
      fact expressly negated such role.

      In addition, Borrower was not noted in NSM's Offering Memorandum as an
      expert for the purpose of rendering any kind of report on or evaluation of
      the technical or operational status of the NSM mini-mill project.

      Borrower does not believe that it has any liability to these plaintiffs or
      to any other Note purchaser in connection with the NSM transaction and
      intends to vigorously defend itself in these lawsuits. Borrower believes
      that the plaintiffs in these lawsuits have mischaracterized Borrower's
      entire role and relationship to the NSM project and that there is nothing
      that supports the plaintiffs' complaint allegations against Borrower,
      either factually or legally.



2.    There is also a peripheral lawsuit pending in the Court of Common Pleas of
      Cuyahoga County (Cleveland) Ohio, as Case No. 385421, in which John W.
      Schultes, the former president and chief executive officer of NSM, has
      sued both McDonald and Borrower for damages "in excess of $25,000,"
      alleging that Borrower bears contractual responsibility for causing his
      termination of employment and that Borrower slandered his reputation.
      Borrower believes that Mr. Schultes' claim is completely without merit