<PAGE>

                                 EXHIBIT 2(j)

Further Amendments to Definitive Agreements dated as of April 23, 1992, among
    EGL Steel Inc., Inland Steel Electrogalvanizing Corporation, Pre Finish
Metals (EG) Incorporated, Bethlehem Steel Corporation, Inland Steel Company,
    Inland Steel Industries, Inc., Pre Finish Metals Incorporated and Material
                             Sciences Corporation
<PAGE>

                               Walbridge Coatings



                           Dated as of April 23, 1992


EGL Steel Inc. and                           Inland Steel Electrogalvanizing
Bethlehem Steel Corporation                    Corporation,
701 East Third Street                        Inland Steel Company and
Bethlehem, Pennsylvania 18015                Inland Steel Industries, Inc.
                                             30 West Monroe Street,
                                             Chicago, Illinois 60603

Pre Finish Metals (EG)
 Incorporated,
Pre Finish Metals Incorporated and
Material Sciences Corporation
2300 East Pratt Boulevard
Elk Grove Village, Illinois 60007

                    Re:  Amendments to Definitive Agreements
                         -----------------------------------

Gentlemen:

     Reference is made to the Partnership Agreement dated as of August 30, 1984
by and among EGL Steel Inc., Inland Steel Electrogalvanizing Corporation and Pre
Finish Metals (EG) Incorporated, as amended, pursuant to which Walbridge
Coatings, An Illinois Partnership ("Walbridge Coatings") was formed, and to the
various Definitive Agreements, as amended, referred to therein. All capitalized
terms not defined in this letter agreement shall have the meaning specified in
the Definitive Agreements.

The following amendments are intended to formally document certain matters which
involve provisions of the agreements modified herein. Accordingly, each party to
this agreement hereby agrees to the following amendments with respect to those
agreements identified below to which they are a party:

Appendix A to the Parent Agreement, Partnership Agreement, Construction
-----------------------------------------------------------------------
Agreement, Operating Agreement and Coating Agreements:
------------------------------------------------------

     The following definitions are hereby added to Appendix A in proper
alphabetical order:
<PAGE>

Dated as of April 23,1992
Page 3


     "Purchase Closing" shall mean the date, if any, of the closing of the sale
     and transfer of Inland's Walbridge Interests (as such term is defined in
     the Transfer Agreement) pursuant to the terms and conditions of the
     Transfer Agreement.

     "Purchase Percentage" shall mean that percentage of Inland's Walbridge
     Interests (as such term is defined in the Transfer Agreement) to be
     transferred to and assumed by Bethlehem and/or EGL Steel on the Purchase
     Closing under the Transfer Agreement, which shall be 50%, as such
     percentage may be reduced pursuant to the terms of the Transfer Agreement.

     "Purchaser" shall mean a) with respect to the Inland Coating Agreement,
     Inland, and b) with respect to the Bethlehem Coating Agreement, Bethlehem.

     "Ramp-up Period" shall mean the period, if any, commencing on the Initial
     Production Date (as such term is defined in the Transfer Agreement) and
     ending on the Purchase Closing or as otherwise provided in the Transfer
     Agreement.

     "Transfer Agreement" shall mean the Transfer Agreement dated as of May 29,
     1991, among Inland Industries, Inland, Inland EG, Bethlehem and EGL Steel,
     as amended by the amendment thereto dated the date hereof (a certified copy
     of which has been delivered to PFM on the date hereof, including all
     exhibits and other attachments, but not including dollar amounts). All
     provisions of the Transfer Agreement referred to in any of the Definitive
     Agreements shall be deemed to be a part of such Definitive Agreements and
     incorporated therein as though such provisions were set forth verbatim
     therein.

The following definitions currently contained in Appendix A are hereby deleted
and replaced with the following:

     "Financial Interest" shall mean, with respect to any Partner, such
     Partner's percentage financial interest in the Partnership, as set forth
     opposite the Partner's name and at the time indicated below:

                         Prior to the Purchase Closing
                         -----------------------------

     Partner                                           Financial Interest
     -------                                           ------------------

     EGL Steel                                              25%
     Inland EG                                              25%
     PFM EG                                                 50%
<PAGE>

Dated as of April 23,1992
Page 4


                       On and After the Purchase Closing
                       ---------------------------------

     Partner                                  Financial Interest
     -------                                  ------------------

     EGL Steel                                     25% plus the
                                                       ----
                                              product of 25% times
                                              the Purchase Percentage

     Inland EG                                     25% minus the
                                                       -----
                                              product of 25% times
                                              the Purchase Percentage

     PFM EG                                        50%


     "Voting Interest" shall mean, with respect to any Partner, such Partner's
     percentage voting interest in the Partnership, as set forth opposite the
     Partner's name and at the time indicated below:

                         Prior to the Purchase Closing
                         -----------------------------

     Partner                                  Voting Interest
     -------                                  ---------------

     EGL Steel                                     26%
     Inland EG                                     26%
     PFM EG                                        48%
<PAGE>

Dated as of April 23,1992
Page 5


                        On or After the Purchase Closing
                        --------------------------------

Partner                                           Voting Interest
-------                                           ---------------

EGL Steel                                              26% plus the
                                                           ----
                                                  product of 26% times
                                                  the Purchase Percentage

Inland EG                                              26% minus the
                                                  product of 26% times
                                                  the Purchase Percentage

PFM EG                                                 48%

Partnership Agreement:
---------------------

     Section 7.1, Annual Meeting of Partners, is hereby amended by adding the
                  --------------------------
following parenthetical after the words "two individuals" in the second sentence
of such Section:

     "(or a fewer or greater number as provided in Section 8.1 hereof)"

     Section 8.1, Members, is hereby amended by adding the following at the end
                  -------
of such Section:

     "After the Purchase Closing, if, for any reason, Inland EG relinquishes, in
     its sole and absolute discretion, one of its two positions on the
     Management Committee, EGL Steel shall be entitled to appoint one additional
     member to the Management Committee, provided, however, that no such
                                         --------  -------
     relinquishment or appointment shall affect or change the voting procedures
     set forth in Section 8.2 hereof."

     Section 13.2, Permissible Transfers, is hereby amended by adding the
                   ---------------------
following at the end of such Section:

     "(c) in connection with the Transfer Agreement.

          As of the Purchase Closing, a portion equal to the Purchase Percentage
     of all of Inland's, Inland EG's and Inland Industries' (if any) interests
     in Walbridge and in and under the Definitive Agreements, as amended,
     including, without limitation, Inland's and Inland EG's Partner's Interest,
     Financial Interest, Voting Interest, rights to Production Time and residual
     equity interest (if any), shall be transferred to EGL Steel and/or
     Bethlehem and all
<PAGE>

Dated as of April 23,1992
Page 6


     rights, liabilities and obligations corresponding thereto and arising
     thereafter in the Partnership and under the Definitive Agreements shall be
     transferred to and assumed by EGL Steel and/or Bethlehem, all in accordance
     with the Transfer Agreement; provided, however, that the documents to
                                  -----------------
     effect such transfer and assumption (without dollar amounts) shall be
     reasonably satisfactory to counsel for MSC, PFM and PFM EG. Payment
     obligations for any payment period and any other calculations with respect
     to a period of time which includes the Purchase Closing shall be calculated
     pro-rata in proportion to the respective interests of Inland EG and EGL
     Steel in the Partnership and under the Partnership Agreement before as
     compared with on and after the Purchase Closing. During the Ramp-up Period,
     certain percentages of Inland's rights to Production Time shall be assigned
     to Bethlehem and certain rights and payment obligations corresponding
     thereto shall be assumed by Bethlehem in accordance with the Transfer
     Agreement. During the Ramp-up Period, Production Time assigned to Bethlehem
     shall be reassigned to Inland upon the occurrence of certain events
     specified in the Transfer Agreement and payment obligations corresponding
     thereto shall be allocated pro rata between Inland and Bethlehem for the
     month of reassignment in accordance with the Transfer Agreement."

Coating Agreement dated October 15. 1984 between Inland Steel Company and
-------------------------------------------------------------------------
Walbridge Coatings. An Illinois Partnership:
-------------------------------------------

     The first sentence of Section 3.2, Reserved Production Time, is hereby
                                        ------------------------
amended by deleting the reference to "one-half" and substituting therefor:

     "(a) until the commencement of the Ramp-up Period, one-half, (b) during the
     Ramp-up Period, one-half minus the product of fifty percent times the
                              -----
     percentage of the Purchaser's rights to Production Time to which the other
     Primary Purchaser is entitled to pursuant to the Transfer Agreement, and
     (c) on and after the Purchase Closing, one-half minus the product of fifty
                                                     -----
     percent times the Purchase Percentage,".

     The third sentence of clause (a) of Section 4.3, Fixed Cost Advances, which
                                                      -------------------
was added to Section 4.3 by the Further Amendments to Definitive Agreements
dated as of July 24, 1986, is hereby amended by deleting the words "twenty-five
percent (25%)" and substituting the following:

          "(i) until the commencement of the Ramp-up Period, twenty-five
     percent, (ii) during the Ramp-up Period, twenty-five percent minus the
                                                                  -----
     product of twenty-five percent times the percentage of the other Primary
     Purchaser's rights to Production Time to which the Purchaser is entitled
     pursuant to the Transfer Agreement (regardless of whether the Purchaser
     used any or all of such Production Time), and
<PAGE>

Dated as of April 23,1992
Page 7


     (iii) on and after the Purchase Closing, twenty-five percent minus the
                                                                  -----
     product of twenty-five percent times the Purchase Percentage,"

     Section 5.1(a), Scheduling of Production Time, is hereby amended by adding
                     -----------------------------
the following at the end thereof:

     "Purchaser shall be required to reduce its Production Forecasts by or
     otherwise reflect therein the transfer of the amounts of any Production
     Time to which the other Primary Purchaser has or will become entitled
     pursuant to the Transfer Agreement during the Forecast Period."

     Paragraph (a) of Section 5.2, Production Priorities, is hereby deleted and
                                   ---------------------
replaced with the following:

          "(a)  In scheduling available Production Time for EG Services during
     each month, the Partnership shall give priority to purchase orders of
     Purchaser for EG Services up to the amount of Production Time for EG
     Services set forth in the timely Firm Order of Purchaser, for such month,
     provided that (a) Purchaser's right of priority for EG Services shall be
     limited to (x) until the commencement of the Ramp-up Period, one-half, (y)
     during the Ramp-up Period, one-half minus the product of fifty percent
                                         -----
     times the percentage of the Purchaser's rights to Production Time to which
     the other Primary Purchaser is entitled pursuant to the Transfer Agreement,
     and (z) on and after the Purchase Closing, one-half minus the product of
                                                         -----
     fifty percent times the Purchase Percentage, of all available Production
     Time during such month and (b) Purchaser shall have a right of first
     refusal for additional EG Services for all or part of the available
     Production Time not reserved by the timely Firm Order for EG Services of
     the other Primary Purchaser under its Coating Agreement. To the extent that
     the Firm Orders of the Primary Purchasers for EG Product do not exceed the
     available Production Time of the EG Facility, operator shall give priority
     to purchase orders of Purchaser for Z Services up to the amount of
     Production Time for Z Services set forth in the timely Firm Order of
     Purchaser for such month, provided that (i) Purchaser's right of priority
     for EG Services and Z Services in the aggregate shall be limited to (x)
     until the commencement of the Ramp-up Period, one-half, (y) during the
     Ramp-up Period, one-half minus the product of fifty percent times the
                              -----
     percentage of the Purchaser's rights to Production Time to which the other
     Primary Purchaser is entitled pursuant to the Transfer Agreement, and (z)
     on and after the Purchase Closing, one-half minus the product of fifty
                                                 -----
     percent times the Purchase Percentage, of all available Production Time
     during such month and (ii) Purchaser shall have a right of first refusal
     for additional Z Services for all or part of the
<PAGE>

Dated as of April 23,1992
Page 8


     available Production Time not reserved by the timely Firm Order for Z
     Services of the other Primary Purchaser under its Coating Agreement. Such
     rights of first refusal shall be exercisable by Purchaser by giving notice
     to the Partnership not less than five days after receipt of the Production
     Forecast of the other Primary Purchaser for such month. Each such right of
     first refusal shall expire upon the expiration of such five-day period.
     Purchaser acknowledges that the Coating Agreement with the other Primary
     Purchaser contains similar rights of first refusal for the benefit of the
     other Primary Purchaser with respect to available Production Time not
     reserved by the timely Firm Order of Purchaser."

     The first sentences of Section 5.3, Reduced Production and Yield Loss
                                         ---------------------------------
Rebates, and of Section 5.4, Rebates of Unabsorbed Costs, are hereby amended by
-------                      ---------------------------
deleting the words "one-half of such amount to each of them" and substituting
the following:

     "(a) in connection with periods prior to the commencement of the Ramp-up
     Period, one-half of such amount to each of them, (b) in connection with
     periods during the Ramp-up Period, one-half minus the product of fifty
                                                 -----
     percent times the percentage of the Purchaser's rights to Production Time
     to which the other Primary Purchaser is entitled pursuant to the Transfer
     Agreement to the Purchaser, and one-half minus the product of fifty percent
                                              -----
     times the percentage of the Purchaser's rights to Production Time to which
     the other Primary Purchaser is entitled pursuant to the Transfer Agreement
     to the other Primary Purchaser (in each case regardless of whether the
     other Primary Purchaser uses any or all of such Production Time), and (c)
     in connection with periods on and after the Purchase Closing, one-half

     minus the product of fifty percent times the Purchase Percentage to the
     -----
     Purchaser and one-half plus the product of fifty percent times the Purchase
                            ----
     Percentage to the other Primary Purchaser."

     The first sentence of Section 6.2, EG Fixed Portion, is hereby deleted and
                                        ----------------
replaced with the following:

     "The Fixed Portion of the Coating Fee shall be (a) until the commencement
     of the Ramp-up Period, fifty percent, (b) during the Ramp-up Period, fifty
     percent minus the Product of fifty percent times the percentage of the
             -----
     Purchaser's rights to Production Time to which the other Primary Purchaser
     is entitled pursuant to the Transfer Agreement (regardless of whether the
     other Primary Purchaser uses any or all of such Production Time), and (c)
     on and after the Purchase Closing, fifty percent minus the product of fifty
                                                      -----
     percent times the Purchase Percentage, of the Fixed Portion of the
     Operator's Fee provided in Section 6.2 of the Operating Agreement
                                -----------

<PAGE>

Dated as of April 23,1992
Page 9


     (including without limitation any adjustments thereto pursuant to Section
                                                                       -------
     6.5 of the Operating Agreement). The Fixed Portion of the Coating Fee shall
     ---
     be payable to the Partnership by Purchaser monthly on or before the last
     business day of each calendar month in such a manner that the payment funds
     are available to the Partnership not later than the end of such month."

     The second sentence of Section 6.2, EG Fixed Portion, is hereby amended by
                                         ----------------
deleting the reference to "Section 6.2(b)(i) of the Operating Agreement" and
                           -----------------
substituting therefor "Section 6.2(b) of the Operating Agreement."
                       --------------

     The last sentences of Section 6.2, EG Fixed Portion, and of Section 6.9,
                                        ----------------
Fixed Financing Costs Payments, which were added to Sections 6.2 and 6.9 by the
--------------------------------
Further Amendments to Definitive Agreements dated as of July 24, 1986, are
hereby amended by deleting the words "twenty-five percent (25%)" and
substituting the following:

          "(a) until the commencement of the Ramp-up Period, twenty-five
     percent, (b) during the Ramp-up Period, twenty-five percent minus the
                                                                 -----
     product of twenty-five percent times the percentage of the Purchaser's
     rights to Production Time to which the other Primary Purchaser is entitled
     pursuant to the Transfer Agreement (regard  less of whether the other
     Primary Purchaser uses any or all of such Production Time), and (c) on and
     after the Purchase Closing, twenty-five percent minus the product of
                                                     -----
     twenty-five percent times the Purchase Percentage,"

     The first sentence of Section 6.9, Fixed Financing Costs Payments, is
                                        ------------------------------
hereby deleted and replaced with the following:

     "During each Reporting Period of each Financing Costs Payment Period,
     Purchaser shall pay to the Partnership a sum (the "Fixed Financing Costs
     Payment") equal to (a) until the commencement of the Ramp-up Period,
     twenty-five percent, (b) during the Ramp-up Period, twenty-five percent

     minus the product of twenty-five percent times the percentage of the
     -----
     Purchaser's rights to Production Time to which the other Primary Purchaser
     is entitled pursuant to the Transfer Agreement (regardless of whether the
     other Primary Purchaser uses any or all of such Production Time), and (c)
     on and after the Purchase Closing, twenty five percent minus the product of
     twenty-five percent times the Purchase Percentage, of the Financing Costs
     incurred by the Partnership for the particular Financing Costs Payment
     Period under the Permanent Financing Agreement multiplied by the number of
     days during such Reporting Period and divided by the number of days between
     the date of the
<PAGE>

Dated as of April 23,1992
Page 10


     immediately preceding payment of Permanent Financing and the due date of
     the next forthcoming payment of Permanent Financing."

     Clause (A) of Section 6.10, Per Ton Financing Costs Payments, is hereby
                                 --------------------------------
amended by deleting the reference to "fifty percent" and substituting therefor:

     "(x) until the commencement of the Ramp-up Period, fifty percent, (y)
     during the Ramp-up Period, fifty percent minus the product of fifty percent
                                              -----
     times the percentage of the Purchaser's rights to Production Time to which
     the other Primary Purchaser is entitled pursuant to the Transfer Agreement
     (regardless of whether the other Primary Purchaser uses any or all of such
     Production Time), and (z) on and after the Purchase Closing, fifty percent

     minus the product of fifty percent times the Purchase Percentage,"
     -----

     Section 7.7, Assignment, is hereby amended by adding the following at the
                  ----------
end thereof:

     "As of the Purchase Closing a portion equal to the Purchase Percentage of
     Inland's right to Production Time under this Agreement shall be transferred
     to Bethlehem and all rights, liabilities and obligations corresponding
     thereto and arising thereafter in the Partnership and under this Agreement
     shall be transferred to and assumed by Bethlehem. Payment obligations for
     any payment period and any other calculations with respect to a period of
     time which includes the Purchase Closing shall be calculated pro-rata in
     proportion to the respective interests of Inland and Bethlehem under this
     Agreement before as compared with on and after the Purchase Closing. During
     the Ramp-up Period, certain percentages of Inland's rights to Production
     Time shall be assigned to Bethlehem and certain rights and payment
     obligations corresponding thereto shall be assumed by Bethlehem in
     accordance with the Transfer Agreement. During the Ramp-up Period,
     Production Time assigned to Bethlehem shall be reassigned to Inland upon
     the occurrence of certain events specified in the Transfer Agreement and
     payment obligations corresponding thereto shall be assumed by Inland. If
     such reassignment occurs on other than the first day of any month, payment
     obligations corresponding to reassigned Production Time shall be allocated
     pro rata between Inland and Bethlehem for the month of reassignment in
     accordance with the Transfer Agreement. Inland and Bethlehem shall promptly
     notify the Partnership of any assignment or reassignment of Production Time
     and any payment obligations to be assumed by Bethlehem and/or Inland
     corresponding thereto."
<PAGE>

Dated as of April 23,1992
Page 11


Coating Agreement dated October 15, 1984 between Bethlehem Steel Corporation and
--------------------------------------------------------------------------------
Walbridge Coatings, An Illinois Partnership:
-------------------------------------------

     The first sentence of Section 3.2, Reserved   Production Time, is hereby
                                        --------------------------
amended by deleting the reference to "one-half" and substituting therefor:

     "(a) until the commencement of the Ramp-up Period, one-half, (b) during the
     Ramp-up Period, one-half plus the product of fifty percent times the
                              ----
     percentage of the other Primary Purchaser's rights to Production Time to
     which the Purchaser is entitled pursuant to the Transfer Agreement, and (c)
     on and after the Purchase Closing, one-half plus the product of fifty
                                                 ----
     percent times the Purchase Percentage,".

     The third sentence of clause (a) of Section 4.3, Fixed Cost Advances, which
                                                      -------------------
was added to Section 4.3 by the Further Amendments to Definitive Agreements
dated as of July 24, 1986, is hereby amended by deleting the words "twenty-five
percent (25%)" and substituting the following:

          "(i) until the commencement of the Ramp-up Period, twenty-five
     percent, (ii) during the Ramp-up Period, twenty-five percent plus the
                                                                  ----
     product of twenty-five percent times the percentage of the other Primary
     Purchaser's rights to Production Time to which the Purchaser is entitled
     pursuant to the Transfer Agreement (regardless of whether the Purchaser
     used any or all of such Production Time), and (iii) on and after the
     Purchase Closing, twenty-five percent Plus the product of twenty-five
                                           ----
     percent times the Purchase Percentage,"

     Section 5.1(a), Scheduling of Production Time, is hereby amended by adding
                     -----------------------------
the following at the end thereof:

     "Purchaser shall be entitled, but shall not be required, to include in its
     Production Forecasts any Production Time requirements to which it has or
     will become entitled pursuant to the Transfer Agreement during the Forecast
     Period."

     Paragraph (a) of Section 5.2, Production Priorities, is hereby deleted and
                                   ---------------------
replaced with the following:

     "(a)  In scheduling available Production Time for EG services during each
     month, the Partnership shall give priority to purchase orders of Purchaser
     for EG Services up to the amount of Production Time for EG Services set
     forth in the timely Firm Order of Purchaser for such month, provided that
     (a) Purchaser's right of priority for EG Services shall be limited to (x)
     until the commencement of the Ramp-up Period, one-half, (y) during the
     Ramp-up Period, one-half plus the product of fifty percent
                              ----
<PAGE>

Dated as of April 23,1992
Page 12


     times the percentage of the other Primary Purchaser's rights to Production
     Time to which the Purchaser is entitled pursuant to the Transfer Agreement,
     and (z) on and after the Purchase Closing, one-half plus the product of
                                                         ----
     fifty percent times the Purchase Percentage, of all available Production
     Time during such month and (b) Purchaser shall have a right of first
     refusal for additional EG Services for all or part of the available
     Production Time not reserved by the timely Firm Order for EG Services of
     the other Primary Purchaser under its Coating Agreement. To the extent that
     the Firm Orders of the Primary Purchasers for EG Product do not exceed the
     available Production Time of the EG Facility, Operator shall give priority
     to purchase orders of Purchaser for Z Services up to the amount of
     Production Time for Z Services set forth in the timely Firm Order of
     Purchaser for such month, provided that (i) Purchaser's right of priority
     for EG Services and Z Services in the aggregate shall be limited to (x)
     until the commencement of the Ramp-up Period, one-half, (y) during the
     Ramp-up Period, one-half Plus the product of fifty percent times the
                              ----
     percentage of the other Primary Purchaser's rights to Production Time to
     which the Purchaser is entitled pursuant to the Transfer Agreement, and (z)
     on and after the Purchase Closing, one-half plus the product of fifty
                                                 ----
     percent times the Purchase Percentage, of all available Production Time
     during such month and (ii) Purchaser shall have a right of first refusal
     for additional Z Services for all or part of the available Production Time
     not reserved by the timely Firm Order for Z Services of the other Primary
     Purchaser under its Coating Agreement. Such rights of first refusal shall
     be exercisable by Purchaser by giving notice to the Partnership not less
     than five days after receipt of the Production Forecast of the other
     Primary Purchaser for such month. Each such right of first refusal shall
     expire upon the expiration of such five-day period. Purchaser acknowledges
     that the Coating Agreement with the other Primary Purchaser contains
     similar rights of first refusal for the benefit of the other Primary
     Purchaser with respect to available Production Time not reserved by the
     timely Firm Order of Purchaser."

     The first sentences of Section 5.3, Reduced Production and Yield Loss
                                         ---------------------------------
Rebates, and of Section 5.4, Rebates of Unabsorbed Costs, are hereby amended by
-------                      ---------------------------
deleting the words "one-half of such amount to each of them" and substituting
the following:

     "(a) in connection with periods prior to the commencement of the Ramp-up
     Period, one-half of such amount to each of them, (b) in connection with
     periods during the Ramp-up Period, one-half Plus the product of fifty
                                                 ----
     percent times the percentage of the other Primary Purchaser's rights to
     Production Time to which the Purchaser is entitled pursuant to the Transfer
     Agreement to the Purchaser and one-half minus the product of fifty percent
                                             -----
     times the percentage of the other Primary Purchaser's rights
<PAGE>

Dated as of April 23, 1992
Page 13


     to Production Time to which the Purchaser is entitled pursuant to the
     Transfer Agree ment to the other Primary Purchaser (in each case regardless
     of whether the Purchaser uses any or all of such Production Time), and (c)
     in connection with periods on and after the Purchase Closing, one-half plus
                                                                            ----
     the product of fifty percent times the Purchase Percentage to the Purchaser
     and one-half minus the product of fifty percent times the Purchase
                  -----
     Percentage to the other Primary Purchaser."

     The first sentence of Section 6.2, EG Fixed Portion, is hereby deleted and
                                        ----------------
replaced with the following:

     "The Fixed Portion of the Coating Fee shall be (a) until the commencement
     of the Ramp-up Period, fifty percent, (b) during the Ramp-up Period, fifty
     percent plus the product of fifty percent times the percentage of the other
             ----
     Primary Purchaser's rights to Production Time to which the Purchaser is
     entitled pursuant to the Transfer Agreement (regardless of whether the
     Purchaser uses any or all of such Production Time), and (c) on and after
     the Purchase Closing, fifty percent plus the product of fifty percent times
     the Purchase Percentage, of the Fixed Portion of the operator's Fee
     provided in Section 6.2 of the Operating Agreement (including without
                 -----------
     limitation any adjustments thereto pursuant to Section 6.5 of the Operating
                                                    -----------
     Agreement). The Fixed Portion of the Coating Fee shall be payable to the
     Partnership by Purchaser monthly on or before the last business day of each
     calendar month, in such a manner that the payment funds are available to
     the Partnership not later than the end of such month."

     The second sentence of Section 6.2, EG Fixed Portion, is hereby amended by
                                         ----------------
deleting the reference to "Section 6.2(b)(i) of the Operating Agreement" and
                          ------------------
substituting therefor "Section 6.2(b) of the Operating Agreement."
                       --------------

     The last sentences of Section 6.2, EG Fixed Portion, and of Section 6.9,
                                        -----------------
Fixed Financing Costs Payments, which were added to Sections 6.2 and 6.9 by the
------------------------------
Further Amendments to Definitive Agreements dated as of July 24, 1986, are
hereby amended by deleting the words "twenty-five percent (25%)" and
substituting the following:

     "(a) until the commencement of the Ramp-up Period, twenty-five percent, (b)
     during the Ramp-up Period, twenty-five percent plus the product of twenty-
                                                    ----
     five percent times the percentage of the other Primary Purchaser's rights
     to Production Time to which the Purchaser is entitled pursuant to the
     Transfer Agreement (regardless of whether the Purchaser used any or all of
     such Production Time), and (c) on and after
<PAGE>

Dated as of April 23, 1992
Page 14


     the Purchase Closing, twenty-five percent Plus the product of twenty-five
                                               ----
     percent times the Purchase Percentage,"

     The first sentence of Section 6.9, Fixed Financing Costs Payments, is
                                        ------------------------------
hereby deleted and replaced with the following:

     "During each Reporting Period of each Financing Costs Payment Period,
     Purchaser shall pay to the Partnership a sum (the "Fixed Financing Costs
     Payment") equal to (a) until the commencement of the Ramp-up Period,
     twenty-five percent, (b) during the Ramp-up Period, twenty-five percent
     plus the product of twenty-five percent times the percentage of the other
     ----
     Primary Purchaser's rights to Production Time to which the Purchaser, is
     entitled pursuant to the Transfer Agreement (regardless of whether the
     Purchaser uses any or all of such Production Time), and (c) on and after
     the Purchase Closing, twenty-five percent plus the product of twenty-five
                                               ----
     percent times the Purchase Percentage, of the Financing Costs incurred by
     the Partnership for the particular Financing Costs Payment Period under the
     Permanent Financing Agreement multiplied by the number of days during such
     Reporting Period and divided by the number of days between the date of the
     immediately preceding payment of Permanent Financing and the due date of
     the next forthcoming payment of Permanent Financing."

     Clause (A) of Section 6.10, Per Ton Financing Costs Payments, is hereby
                                 --------------------------------
amended by deleting the reference to "fifty percent" and substituting therefor:

     "(x) until the commencement of the Ramp-up Period, fifty percent, (y)
     during the Ramp-up Period, fifty percent plus the product of fifty percent
                                              ----
     times the percentage of the other Primary Purchaser's rights to Production
     Time to which the Purchaser is entitled pursuant to the Transfer Agreement
     (regardless of whether the Purchaser uses any or all of such Production
     Time), and (z) on and after the Purchase Closing, fifty percent plus the
                                                                     ----
     product of fifty percent times the Purchase Percentage,".

     Section 7.7, Assignment, is hereby amended by adding the following at the
                  ----------
end thereof:

     "As of the Purchase Closing a portion equal to the Purchase Percentage of
     Inland's right to Production Time arising under the Coating Agreement dated
     the date hereof between Inland and the Partnership shall be transferred to
     Bethlehem and all rights, liabilities and obligations corresponding thereto
     and arising thereafter in the Partnership and under such Coating Agreement
     shall be transferred to' and assumed by Bethlehem. Payment obligations for
     any payment period and any other
<PAGE>

Dated as of April 23, 1992
Page 15


     calculations with respect to a period of time which includes the Purchase
     Closing shall be calculated pro-rata in proportion to the respective
     interests of Inland and Bethlehem under such Coating Agreement before as
     compared with on and after the Purchase Closing. During the Ramp-up Period,
     certain percentages of Inland's rights to Production Time shall be assigned
     to Bethlehem and certain rights and payment obligations corresponding
     thereto shall be assumed by Bethlehem in accordance with the Transfer
     Agreement. During the Ramp-up Period, Production Time assigned to Bethlehem
     shall be reassigned to Inland upon the occurrence of certain events
     specified in the Transfer Agreement and payment obligations corresponding
     thereto shall be assumed by Inland. If such reassignment occurs on other
     than the first day of any month, payment obligations corresponding to
     reassigned Production Time shall be allocated pro rata between Inland and
     Bethlehem for the month of reassignment in accordance with the Transfer
     Agreement. Inland and Bethlehem shall promptly notify the Partnership of
     any assignment or reassignment of Production Time and any payment
     obligations to be assumed by Bethlehem and/or Inland corresponding
     thereto."

Operating Agreement:
-------------------

     Section 11.7, Assignment, is amended by adding the following at the end
                   ----------
thereof:

     "As of the Purchase Closing a portion equal to the Purchase Percentage of
     Inland's, Inland EG's and Inland Industries' (if any) rights, liabilities
     and obligations arising thereafter in the Partnership and under this
     Agreement shall be transferred to and assumed by Bethlehem and EGL Steel.
     If the Purchase Closing occurs on other than the first day of any month,
     payment obligations corresponding to Production Time assigned pursuant to
     the Purchase Closing shall be allocated pro rata between Inland and
     Bethlehem in accordance with the number of days Inland and Bethlehem are
     entitled to such Production Time during the month in which such Purchase
     Closing occurs. Payment obligations for any period and any other
     calculations with respect to a period of time which includes the Purchase
     Closing shall be calculated pro-rata in proportion to the respective
     interests of the Inland parties and the Bethlehem parties under this
     Agreement before as compared with on and after the Purchase Closing. During
     the Ramp-up Period, certain percentages of Inland's rights to Production
     Time shall be assigned to Bethlehem and certain rights and payment
     obligations corresponding thereto shall be assumed by Bethlehem in
     accordance with the Transfer Agreement. During the Ramp-up Period,
     Production Time assigned to Bethlehem shall be reassigned to Inland upon
     the occurrence of certain events specified in the Transfer Agreement and
     payment obligations corresponding thereto
<PAGE>

Dated as of April 23, 1992
Page 16


     shall be assumed by Inland. If such reassignment occurs on other than the
     first day of any month, payment obligations corresponding to reassigned
     Production Time shall be allocated pro rata between Inland and Bethlehem
     for the month of reassignment in accordance with the Transfer Agreement.
     Upon notification by Bethlehem and Inland of any assignment or reassignment
     of Production Time, the Partnership shall promptly notify PFM EG of such
     assignment or reassignment and any payment obligations to be assumed by
     Bethlehem and/or Inland corresponding thereto."

     Section 7.3(c), Allocation of Remaining Revenues, is hereby amended by
                     --------------------------------
adding the following at the end thereof:

     "in connection with periods prior to the Ramp-up Period or after Purchase
     Closing, and in proportion to their respective rights to Production Time
     during the Ramp-up Period."

     Exhibit 4, Items Included in Fixed Portion of Operator's Fee, is hereby
                -------------------------------------------------
amended by adding the following at the end thereof:

     "(iii) those extraordinary shutdown fees or such other fees or costs which
     in each case have been or are unanimously approved in writing by the
     Management Committee to be included in the Fixed Portion of the Operator's
     Fee."

     Exhibit 5, Items Included in Variable Portion of Operator's Fee, is hereby
                ----------------------------------------------------
amended by adding the following at the end thereof:

     "(ix) those surcharges or other fees or costs which in each case have been
     or are unanimously approved in writing by the Management Committee to be
     included in the Variable Portion Fee per Ton of EG Product."

     In order to clarify the grammar of the first clause of section (a) of
Exhibit 6, Productivity and Quality Standards, and without implying any
           ----------------------------------
substantive change to such clause, section or Exhibit, or any effect upon prior
waivers of or amendments to such clause, section or Exhibit, such clause is
hereby deleted and replaced with the following restatement:

     "(a) The Partnership shall cause the Primary Purchasers to order EG
     Services and Z Services in a reasonably level manner so that excessive
     productivity demands will not be placed on Operator's operation of the EG
     Facility during any unit of time. To the extent that any purchase orders
     from Primary Purchasers for EG Services to be
<PAGE>

Dated as of April 23, 1992
Page 17


     rendered during any unit of time, converted to Standard Tons, exceed the
     number of Tons of Reference Strip included in the Design Capacity of the EG
     Facility for such unit of time, divided by 965, such Purchase Orders shall
     be disregarded for purposes of this Exhibit 6. Subject to the foregoing and
                                         ---------
     to Paragraph (d) of this Exhibit 6, if during the Normal Operations
        -------------         ---------
     Period:"

     All other terms and conditions of the Definitive Agreements not amended
hereby shall remain in full force and effect.

     Anything in these Amendments to Definitive Agreements to the contrary
notwithstanding, Inland shall continue to pay the part of the Fixed Portion of
the Coating Fee and Fixed Financing costs Payments which shall have been the
responsibility of Bethlehem and EGL Steel as a result of any assignment of
Production Time to Bethlehem and EGL Steel under Section 3.1 of the Transfer
Agreement for all periods until the earlier of the date of the Purchase Closing
or the date of the return of such Production Time to Inland pursuant to Section
6.1 of the Transfer Agreement or otherwise, provided, however, that Bethlehem
                                            --------  -------
and EGL steel shall reimburse Inland on the earlier of such dates for all
amounts which are the responsibility of Bethlehem and EGL Steel under Section
3.1 or Section 6.1 of the Transfer Agreement but which shall have been paid by
Inland in accordance with this sentence. Anything in these Amendments to
Definitive Agreements to the contrary notwithstanding, except as provided below,
all of these Amendments to Definitive Agreements shall become null and void in
the event that the Inland Production Time which was theretofore assigned to
Bethlehem and EGL Steel under Section 3.1 of the Transfer Agreement shall be
returned to Inland in accordance with Section 6.1 of the Transfer Agreement or
otherwise; provided, further, that these Amendments to Definitive Agreements
           -----------------
shall be automatically reinstated in the event that Bethlehem and EGL Steel
shall require a Purchase Closing to occur under Section 6.2 of the Transfer
Agree  ment. Bethlehem and EGL Steel shall, however, remain liable for payment
of the Fixed Portion of the Coating Fee and Fixed Financing Costs Payments in
accordance with the first sentence of this paragraph and, with respect to
Production Time actually used by Bethlehem and EGL Steel, the Variable Portions
of the Coating Fee and Per Ton Financing Cost Payments of Production Time, which
had been assigned to Bethlehem and EGL Steel under the Transfer Agreement,
through the date of the return of any such Production Time to Inland; provided
                                                                      --------
that to the extent Production Time is reassigned to Inland pursuant to the terms
of Section 6.1 on other than the first day of any month, the Fixed Portion of
the Coating Fee and Fixed Financing Costs Payments associated with such
reassigned Production Time shall be allocated pro rata between Inland and
                                              --- ----
Bethlehem and EGL Steel in accordance with the number of days Inland and
Bethlehem are entitled to such reassigned Production Time during the month in
which such reassignment of Production Time occurred.

     Bethlehem, EGL Steel, Inland Industries, Inland and Inland EG agree that
the differences between these Amendments to Definitive Agreements and the form
of such amendments attached
<PAGE>

Dated as of April 23, 1992
Page 18


as Exhibit F to the Transfer Agreement are all "non-material changes" necessary
to consummate the transactions contemplated by the Transfer Agreement for
purposes of Sections 8.2 and 8.3 of the Transfer Agreement.
<PAGE>

Dated as of April 23, 1992
Page 19


     In order to evidence such amendments, please sign two counterpart copies of
this letter at the location indicated below, and return such counterparts to the
Walbridge headquarters offices.

                            Very truly yours,

                            WALBRIDGE COATINGS, AN
                            ILLINOIS PARTNERSHIP

                            By:  PRE FINISH METALS (EG)
                                    INCORPORATED
                                 General Partner

                            By:_______________________________


                            By:  EGL STEEL INC.
                                 General Partner

                            By:_______________________________


                            By:  INLAND STEEL ELECTROGALVANIZING
                                    CORPORATION
                                 General Partner

                            By:_______________________________
<PAGE>

Dated as of April 23, 1992
Page 18


     In order to evidence such amendments, please sign two counterpart copies of
this letter at the location indicated below, and return such counterparts to the
Walbridge headquarters offices.

                            Very truly yours,

                            WALBRIDGE COATINGS, AN
                            ILLINOIS PARTNERSHIP

                            By:  PRE FINISH METALS (EG)
                                    INCORPORATED
                                 General Partner

                            By:_______________________________


                            By:  EGL STEEL INC.
                                 General Partner

                            By:_______________________________


                            By:  INLAND STEEL ELECTROGALVANIZING
                                    CORPORATION
                                 General Partner

                            By:_______________________________
<PAGE>

Dated as of April 23, 1992
Page 18


     In order to evidence such amendments, please sign two counterpart copies of
this letter at the location indicated below, and return such counterparts to the
Walbridge headquarters offices.

                            Very truly yours,

                            WALBRIDGE COATINGS, AN
                            ILLINOIS PARTNERSHIP

                            By:  PRE FINISH METALS (EG)
                                    INCORPORATED
                                 General Partner

                            By:_______________________________


                            By:  EGL STEEL INC.
                                 General Partner

                            By:_______________________________


                            By:  INLAND STEEL ELECTROGALVANIZING
                                    CORPORATION
                                 General Partner

                            By:_______________________________
<PAGE>

Dated as of April 23, 1992
Page 19



Agreed as of the 23/rd/ day
    of April, 1992.

EGL STEEL INC.

By:_______________________________

BETHLEHEM STEEL CORPORATION

By:_______________________________

INLAND STEEL ELECTROGALVANIZING
CORPORATION

By:_______________________________

INLAND STEEL COMPANY

By:_______________________________

INLAND STEEL INDUSTRIES, INC.

By:_______________________________

PRE FINISH METALS (EG) INCORPORATED

By:_______________________________

PRE FINISH METALS INCORPORATED

By:_______________________________

MATERIAL SCIENCES CORPORATION

By:_______________________________
<PAGE>

Dated as of April 23, 1992
Page 19

Agreed as of the 23/rd/ day
    of April, 1992.

EGL STEEL INC.

By:_______________________________

BETHLEHEM STEEL CORPORATION

By:_______________________________

INLAND STEEL ELECTROGALVANIZING
CORPORATION

By:_______________________________

INLAND STEEL COMPANY

By:_______________________________

INLAND STEEL INDUSTRIES, INC.

By:_______________________________

PRE FINISH METALS (EG) INCORPORATED

By:_______________________________

PRE FINISH METALS INCORPORATED

By:_______________________________

MATERIAL SCIENCES CORPORATION

By:_______________________________
<PAGE>

Dated as of April 23, 1992
Page 19


Agreed as of the 23/rd/ day
    of April, 1992.

EGL STEEL INC.

By:_______________________________

BETHLEHEM STEEL CORPORATION

By:_______________________________

INLAND STEEL ELECTROGALVANIZING
CORPORATION

By:_______________________________

INLAND STEEL COMPANY

By:_______________________________

INLAND STEEL INDUSTRIES, INC.

By:_______________________________

PRE FINISH METALS (EG) INCORPORATED

By:_______________________________

PRE FINISH METALS INCORPORATED

By:_______________________________

MATERIAL SCIENCES CORPORATION

By:_______________________________