<PAGE>

                              Exhibit Number 2(i)
                  Further Amendments to Definitive Agreements
                          dated as of July 24, 1986,
                                     among
                                ECL 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
                        Materials Sciences Corporation
<PAGE>

                           Dated as of July 24, 1986


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

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

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

Dear Sirs:

          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, pursuant to which Walbridge Coatings,
An Illinois Partnership was formed, and to the various Definitive Agreements, as
amended, referred to therein. All capitalized terms in this letter agreement
which are defined in Appendix A to such Definitive Agreements, as amended
hereby, shall have the meaning herein as therein provided.

          This letter agreement is a condition precedent to the closing of the
Project Lenders' Loans (as herein defined). Accordingly, the Partnership and
each of the Partners and their respective Guarantors hereby agree to the
following amendments to the Definitive Agreements:

Partnership Agreement
---------------------

          1.   Section 5.1, as previously amended, is hereby further amended to
read as follows:
<PAGE>

May 17, 1999
Page 2

               "5.1 Initial Term. The term of the Partnership ("Term")
                    ------------
          shall commence on the date hereof and shall continue until
          June 30, 1998 unless (a) extended in accordance with
          Section 5.2 hereof or (b) ended earlier by dissolution of
          -----------
          the Partnership in accordance with Article XV hereof."
                                             ----------

          2.   The penultimate paragraph of Section 6.3 is hereby amended to
change the amount "$727,350" to "$750,000" and the amount $1,454,700" to
"$1,500,000".

          3.   Section 6.3, as previously amended is hereby amended to add at
the end of the penultimate paragraph and before the last paragraph thereof the
following:

               "If the 'New Mortgage Financing' as defined in the
          Sublease is not renewed after six years due to the failure
          of any of the conditions set forth in subparagraphs (d),
          (e), (f) or (g) of Section 1.01 of the note under the real
                             ------------
          estate portion of the Permanent Financing, and substitute
          mortgage financing is thereafter procured as contemplated
          by Section 30 of the Sublease, then to the extent that the
          'Basic Rent' payable as a result of such substitute
          financing exceeds the sum of the 'Equity Portion of the
          Basic Rent' (as such quoted terms are defined in the
          Sublease) plus principal and interest on the balance of
          such note at then current mortgage rates (the 'Increased
          Cost'), PFM EG shall be responsible to the Partnership for
          such Increased Cost. If such 'New Mortgage Financing' is
          not so renewed due to a failure of the condition set forth
          in subparagraph (b) of Section 1.01 under such note, then
          EGL Steel and Inland EG shall be jointly and severally
          responsible to the Partnership for the resulting Increased
          Cost. If for any other reason substitute mortgage financing
          is procured in accordance with Section 30 of the Sublease
          due to any default under any of the 'Loan Documents' (as
          defined in such note) caused directly or indirectly by EGL
          Steel, Inland EG, PFM EG, any of their respective
          Guarantors or any combination thereof, then such defaulting
          party or parties shall be responsible to the Partnership
          for the resulting Increased Cost to be shared if more than
          one such party is involved in an equitable manner.

               The Sublease shall have a term extending to the end of
          the Term of the Partnership, provided, however, that (1) if
                                       --------  -------
          the Term of the Partnership is extended beyond June 30,
          1998, then at the option of the Partnership, PFM shall
          extend the term of the Sublease for up to six consecutive
          additional terms of five years each to and including June

                                       2
<PAGE>

May 17, 1999
Page 3

          29, 2028 (the 'Extended Terms'), but not more than the
          extended Term of the Partnership, and (2) if the
          Partnership shall at the end of the Partnership Term assign
          its rights under the Sublease to a party in which PFM has
          no ownership interest, then at the option of such assignee,
          PFM shall extend the term of the Sublease for one or more
          of the Extended Terms, provided that concurrently with the
          exercise of such option the assignee shall deliver to PFM a
          written agreement reasonably satisfactory to PFM to pay to
          PFM a reasonable fee for remaining as lessee under the
          amended PFM Lease and as lessor under the Sublease based on
          the credit standing of the assignee and the duration of the
          Extended Terms. The amount of such fee shall be determined
          by agreement of PFM and such assignee or, at the option of
          either of them, by arbitration proceedings substantially
          identical to those contemplated in Article XIV. If the
                                             -----------
          Partnership or the assignee shall exercise any such option
          to extend the term of the Sublease for an Extended Term, it
          shall give written notice thereof to PFM not later than
          nine months prior to the expiration of the then existing
          term of the Sublease. Notwithstanding the foregoing, (a) if
          PFM has no ownership interest in such assignee, PFM, the
          Partnership and such assignee shall use their best efforts
          to obtain the approval of the lessor under the amended PFM
          Lease to an assignment of the amended PFM Lease to the
          assignee and a termination and cancellation of the
          Sublease, with the effect that PFM would be relieved of all
          liability thereafter arising under the amended PFM Lease
          and the Sublease would terminate, and (b) PFM shall have no
          obligation to extend the term of the Sublease if the term
          thereof shall have expired or be terminated pursuant to any
          provision thereof or if PFM shall not have received notice
          of exercise of the option to extend as specified above."

          4.   Article VI is hereby amended to add at the end of Section 5.3
thereof the following:

               "6.3A  Performance of Credit Agreements. (A) If upon
                      --------------------------------
          the occurrence of a Designated Event relating to any
          Partner or its Guarantor(s), the Project Lenders shall
          apply any funds held under the Cash Collateral Agreement to
          the payment of the series of Notes and/or Promissory Notes
          (as such terms are defined in the Credit Agreements)
          relating to such defaulting Partner and its Guarantor(s)
          under the Credit Agreements, such defaulting Partner or its
          Guarantor(s), jointly and severally, shall within two
          business days

                                       3
<PAGE>

May 17, 1999
Page 4

          after such application of funds reimburse to each of the
          other Partners the amount of such funds so applied that was
          paid by such other Partner to the "Accounts" as defined in
          the Cash Collateral Agreement and all interest accrued
          therein to the date of such application.

               (b)  If upon the occurrence of a Designated Event
          relating to any Partner or its Guarantor(s) the series of
          Notes and/or Promissory Notes (as such terms are defined in
          the Credit Agreements) relating to such defaulting Partner
          and its Guarantor(s) under the Credit Agreements shall be
          accelerated and become forthwith due and payable, such
          defaulting Partner or its Guarantor(s), jointly and
          severally, shall within two business days after such
          acceleration either (i) pay for the benefit of the
          Partnership and in accordance with the guaranty of its
          Guarantor(s) to the Project Lenders all principal, interest
          and other amounts remaining due and payable under the
          series of Notes and/or Promissory Notes so accelerated, or
          (ii) cause such acceleration to be withdrawn or otherwise
          annulled by a written instrument signed by the Project
          Lenders who took such action in form and substance
          reasonably satisfactory to all other Partners. In the event
          that such defaulting Partner and its Guarantor(s) shall
          fail to perform their obligations under the preceding
          sentence within the time specified therein, then at all
          times thereafter any other Partner or both other Partners
          (acting in proportion to their Financial Interests or such
          other proportion as such other Partners shall agree) shall
          be deemed to be authorized by the defaulting partner and
          its Guarantor(s) to take from time to time any one or both
          of the following actions:

          (i)  If the "Designated Event" involves a monetary default referred to
     in paragraph (h) or (i) of Section 6.02 of each of the Credit Agreements,
     to pay such sums as shall be necessary to cure such monetary default; and

          (ii) In any case, to give to the Project Lenders notice of repayment
     pursuant to Section 2.10(b) of the Term Loan Agreement and Section 2.08(b)
     of the Restated Credit Facility Agreement and thereafter to repay the
     series of Notes or Promissory Notes so accelerated and the corresponding
     series of Promissory Notes or Notes under the other Credit Agreement, as
     contemplated by such Section 2.10(b) and Section 2.08(b)."

                                       4
<PAGE>

May 17, 1999
Page 5

The defaulting Partner or its Guarantor(s), jointly and severally, shall
reimburse to the other Partner or Partners making such payment or payments all
monies so expended upon demand therefor in accordance with Section 17.5.
                                                           ------------

     "(c) Upon the payment by such defaulting Partner (or its Guarantor(s)) of
the amounts required by paragraph (a) or (b) of this Section within the time
specified therein, the defaulting Partner or Guarantor(s) making such payments
(i) shall be deemed to have made a Parent Loan to the Partnership in the amount
of the principal of the Notes and/or Promissory Notes so retired and bearing
interest and having payment terms, subordination and security corresponding to
the balance of the Parent Loans then outstanding and (ii) shall be entitled to
an appropriate promissory note of the Partnership to evidence such Parent Loan.

      (d) Upon any failure of the defaulting Partner or its Guarantor(s) to make
any reimbursement required by under paragraphs (a) or (b) of this Section 6.3A
                                                                  ------------
within the time specified therein, then at all times thereafter the other
Partner or Partners, at its or their joint option and in proportion to the
amounts of reimbursement due to each of them, if any, shall be entitled to
purchase the entire Partner's Interest of the defaulting Partner (except, at the
option of the purchasing Partner or Partners, the Parent Loans of its
Guarantor(s)) in accordance with Section 13.3A.  In addition, the defaulting
                                 -------------
Partner hereby agrees to indemnify and hold harmless the Partnership, the other
Partners and their respective Guarantor(s) from and against any and all loss,
cost or damage, including but not limited to reasonable attorneys' fees and
expenses, incurred by the Partnership, such other Partners and their respective
Guarantor(s) as a result of any "Designated Event" under any of the Project
Lender Loans caused by such Partner or its Guarantor(s), whether or not
resulting in the application of funds held under the Cash Collateral Agreement
or the acceleration of any Notes or Promissory Notes, including but not limited
to any loss, cost and damage incurred as a result of any actions taken by such
partners or their Guarantor(s) to cure such Designated Event."

          5.   Section 10.2(b) is hereby amended by adding at the end thereof
the following:

          "Notwithstanding the foregoing, (1) this Section 10.2(b) shall not
                                                   ---------------
          apply to the portion of the Permanent Financing consisting of the
          Parent Loans and (2) payments to such reserve may be made directly by
          the Primary Purchasers pursuant to the Coating Agreements and by the
          Operator pursuant to the Operating Agreement in lieu of such payments
          by the Partnership."

          6.   Section 10.2(c) is hereby amended to read as follows:

               "(c) Subject to any requirements of the Project Lenders' Loans,
          the Operating Partner shall receive an Operator's Fee for all coating
          services rendered by it in its capacity as Operator in accordance with
          the Operating Agreement and in

                                       5
<PAGE>

May 17, 1999
Page 6

          connection therewith the Operator may cause the Partnership to apply
          funds received on Per Ton Financing Payments pursuant to Section 6.10
                                                                   ------------
          of the Coating Agreements to the payment of the Fixed Portion of the
          Operator's Fee payable pursuant to Section 6.2 of the Operating
                                             -----------
          Agreement."

          7.   The first paragraph of Section 13.3 is hereby amended by adding
at the end thereof the following:

          "Notwithstanding the foregoing, this right of refusal shall be subject
          to the rights provided to Partners pursuant to Section 13.3A."
                                                         -------------

          8.   The second paragraph of Section 13.3 is hereby amended by adding
at the end thereof the following:

          "Notwithstanding the foregoing, if the consummation of such purchase
          shall be subject to the review or approval of any court, such period
          of sixty days shall be extended until the expiration of ten days after
          the completion of such court proceedings."

          9.   Article XIII is hereby amended by adding at the end of Section
13.3 thereof the following:

          "13.3A  Defaulting Partner's Interest.  (a) Notwithstanding the
                  -----------------------------
          foregoing provisions of this Article XIII, if any defaulting Partner
                                       ------------
          and its Guarantor(s) shall fail to make any reimbursement payment
          described in paragraphs (a) or (b) of Section 6.3A by the time
                                                ------------
          specified therein, the other Partner or Partners, in proportion to the
          amounts of reimbursement due each of them, if any, shall have the
          first right to purchase the entire Partner's Interest of such
          defaulting Partner (except, at the option of the purchasing Partner or
          Partners, the Parent Loans of its Guarantor(s)) in the same manner and
          at the same price as provided in Section 13.3, provided, however, that
                                           ------------  --------  -------
          at the option of the purchasing Partner or Partners, the reimbursement
          payment and any and all other indemnification payments then known to
          be due to the purchasing Partner or Partners pursuant to Section 6.3A
                                                                   ------------
          and remaining unpaid as of the closing of such purchase shall be set
          off, dollar for dollar, against the purchase price for such Partner's
          Interest. Upon the purchasing Partner or partners giving the written
          notice of exercise of such right to purchase, (i) the defaulting
          Partner shall have no further interest in the Partnership other than
          (A) the right to receive the purchase price for its Partner's Interest
          in accordance with this Article XIII and (B) any Parent Loans which
                                  ------------
          the purchasing Partner or Partners elect not to purchase and (ii) the
          remaining Partners and their Guarantor(s) shall promptly (A) amend the
          Definitive Agreements to adjust

                                       6
<PAGE>

May 17, 1999
Page 7

          the Financial and Voting Interests of the remaining Partners so that
          each purchasing Partner receives that fraction of the Financial and
          Voting Interests of the defaulting Partner which is equal to the
          fraction of the total reimbursement payable by the defaulting Partner
          that was due to such purchasing Partner and (B) negotiate in good
          faith and enter into such additions, deletions and other amendments to
          the Definitive Agreements as shall be necessary or appropriate to
          equitably share the burdens caused by the absence of the bankrupt
          Partner and its Guarantor(s) and to take into account all related
          changed circumstances, provided, that to the extent of any
                                 --------
          disagreement with respect thereto, either of the remaining Partners
          may elect to have the disagreement resolved in accordance with the
          informal dispute resolution procedures set forth in Article XIV.
                                                              -----------

               (b)  Anything in clause (ii) of the immediately preceding
          paragraph to the contrary notwithstanding, if the Designated Event
          which resulted in the obligation to make reimbursement payments
          pursuant to Section 6.3A causes the Partnership to dissolve by
                      ------------
          operation of law, each of the remaining Partners agrees for the
          benefit of the other remaining Partner (and not for the benefit of the
          bankrupt Partner) to promptly form a successor partnership for the
          purposes set forth in Article II and in connection therewith the
                                ----------
          remaining Partners and their Guarantor(s), subject to any approvals
          required by the Project Lenders, shall negotiate in good faith and
          enter into or reaffirm agreements substantially similar to the
          Definitive Agreements to carry on the business theretofore conducted
          by the Partnership, but excluding in each case the bankrupt Partner
          and its Affiliates, together with such additions, deletions or other
          amendments thereto as shall be necessary or appropriate to share the
          burdens caused by the absence of the bankrupt Partner and its
          Guarantor(s) and to take into account all related changed
          circumstances; provided that to the extent of any disagreement with
                         --------
          respect thereto, either of the remaining Partners may elect to have
          the disagreement resolved in accordance with the dispute resolution
          procedures set forth in Article XIV.
                                  -----------

               (c)  If pursuant to paragraph (a) of this Section 13.3A, the
                                                         -------------
          purchasing Partner or Partners shall elect not to purchase the Parent
          Loans of the Guarantors of the defaulting Partner, such Parent Loans
          shall continue as obligations of the Partnership (or in circumstances
          contemplated by paragraph (b) of this Section 13.3A, assumed by the
                                                -------------
          successor partnership formed in accordance therewith) and paid or
          otherwise performed in accordance with the terms thereof."

                                       7
<PAGE>

May 17, 1999
Page 8

          10.  Section 13.4 is hereby amended to read as follows:

               "13.4  Survival of Restrictions.  The restrictions on transfer
                      ------------------------
          and the right of first refusal contained in this Article XIII shall
                                                           ------------
          survive any termination of this Partnership Agreement, including any
          dissolution of the Partnership contemplated by paragraph (b) of
          Section 13.3A, and shall continue to be binding on each of the
          -------------
          partners and their respective successors and assigns until such time
          as the Partnership shall be wound up and liquidated in accordance with
          Article XV."
          ----------

          11.  Section 15.2 is hereby amended by adding at the end thereof the
following:

               "(h)  Notwithstanding the foregoing, the provisions of Article
                                                                      -------
          XIII shall take precedence over this Section 15.2 in the case of
          ----                                 ------------
          dissolution of the Partnership by operation of law in the
          circumstances contemplated by paragraph (b) of Section 13.3A, provided
                                                         -------------  --------
          that the Partner's Interest of the bankrupt Partner (other than the
          Parent Loans of its Guarantor(s)) is purchased by one or more of the
          other Partners pursuant to Article XIII."
                                     ------------

Coating Agreements
------------------

          1.   Article II is hereby amended to add at the end thereof the
following:

     "Notwithstanding the foregoing, (a) the Partnership shall have no
     obligation to sell to Purchaser coating services under this Agreement
     during any period that Purchaser or its Subsidiary shall be in default
     under its obligations under Section 6.3A of the Partnership Agreement or
                                 ------------
     Section 6.12 of the Parent Agreement and (b) the Partnership may, at any
     ------------
     time after any other Partner gives the notice of exercise of the right to
     purchase the Partner's Interest of the Subsidiary of Purchaser pursuant to
     Section 13.A of the Partnership Agreement, terminate by notice to Purchaser
     ------------
     all of Purchaser's rights and obligations under this Agreement arising
     after the giving of such notice of termination."

          2.   Section 6.1 is hereby amended to add at the end thereof the
following:

     "Notwithstanding the foregoing, each payment by Purchaser into the Project
     Lenders' Account shall be deemed to have been made fifty percent (50%)
     pursuant to Section 6.2 and fifty percent (50%) pursuant to Section 6.9
                 -----------                                     -----------
     hereof."

          3.   The second sentence of Section 4.3(a) is hereby deleted and the
following added:

                                       8
<PAGE>

May 17, 1999
Page 9

     "Each Coating Fee Advance shall be paid monthly on or before the last
     business day of each calendar month of the Phase-in Period, commencing
     April 30, 1986 and ending September 30, 1986 in such a manner that the
     payment funds are available to the Partnership not later than the end of
     such month. Notwithstanding the foregoing, commencing with the Coating Fee
     Advance due on July 31, 1986, Purchaser shall pay a part of each Coating
     Fee Advance equal to twenty-five percent (25%) of the Periodic Financing
     Costs accrued by the Partnership under the Project Lenders' Loans and the
     Sublease during the particular Reporting Period directly to the Project
     Lenders' Account at the same time and in the same manner specified in this
     Section 4.3 for payment, in lieu of paying such part to the Partnership as
     -----------
     hereinabove provided."

          4.   Section 5.4 is hereby amended to change the references to
"Section 7.5" of the Operating Agreement to "Section 7.4" of such agreement.
 -----------                                 -----------

          5.   The first sentence of Section 6.2 is hereby amended by deleting
                                     -----------
the clause "commencing with the calendar month in which the Commissioning Date
occurs" and by inserting in lieu thereof the words "commencing with the month of
October, 1986".

          6.   Section 6.2 is hereby further amended to add at the end thereof
the following:

     "Notwithstanding the foregoing, commencing with the Fixed Portion of the
     Coating Fee due on October 31, 1986, Purchaser shall pay a part of each
     Fixed Portion of the Coating Fee equal to twenty-five percent (25%) of the
     Periodic Financing Costs accrued by the Partnership under the Project
     Lenders' Loans and the Sublease during the particular Reporting Period
     directly to the Project Lenders' Account at the same time and in the same
     manner specified in this Section 6.3 for payment, in lieu of paying such
                              -----------
     part to the Partnership as hereinabove provided."

          7.   Section 6.9 is hereby amended to add at the end thereof the
following:

     "Notwithstanding the foregoing, commencing with the Reporting Period ended
     July 31, 1986, Purchaser shall pay a part of each Fixed Financing Costs
     Payment equal to twenty-five percent (25%) of the Periodic Financing Costs
     accrued by the Partnership under the Project Lenders' Loans and Sublease
     during the particular Reporting Period directly to the Project Lenders'
     Account at the same time and in the same manner specified in this Section
                                                                       -------
     6.9 for payment, in lieu of paying such part to the Partnership as
     ---
     hereinabove provided."

                                       9
<PAGE>

May 17, 1999
Page 10

          8.   Section 7.7 is hereby amended to add at the end thereof the
following:

     "Notwithstanding the foregoing, the Partnership may assign its rights
     hereunder to an agent of the Project Lenders as contemplated by to Section
                                                                        -------
     1 of the Security Agreement."
     -

Operating Agreement
-------------------

          1.   Section 2.3 is hereby amended to add at the end thereof the
following:

     "Notwithstanding the foregoing, the Partnership may, at any time after the
     giving of the notice of exercise of the right to purchase the Partner's
     Interest of the Operator pursuant to Section 13.3A of the Partnership
                                          -------------
     Agreement, terminate by notice to Operator all of Operator's rights and
     obligations under this Agreement arising after the giving of such notice of
     termination."

          2.   Section 3.5 is hereby deleted and replaced with the following:

          "3.5 Financing Costs.  (a)  Operator agrees to pay to the Project
               ---------------
     Lenders' Account, commencing with the Reporting Period ended July 31, 1986
     and at the end of each Reporting Period thereafter, all Periodic Financing
     Costs accrued by the Partnership under the Project Lenders' Loans and the
     Sublease during the particular Reporting Period in excess of the total of
     the parts of the Fixed Financing Costs Payments and the Fixed Portions of
     the Coating Fee (or, in the case of the Phase-in Period, the Coating Fee
     Advances) which under Sections 6.9 and 6.2 (or Section 4.3) of the Coating
                           ------------     ---     -----------
     Agreements, the Primary Purchasers are required to pay to the Project
     Lenders' Account with respect to the particular Reporting Period, provided
                                                                       --------
     that in the event that one or both of the Primary Purchasers should fail to
     pay any amount which they are so required to pay to the Project Lenders'
     Account, Operator shall be responsible for and shall pay to the Project
     Lenders' Account an amount equal to fifty percent (50%) of the amount which
     such Primary Purchasers shall have so failed to pay thereto, and no more.

          (b)  In addition, Operator agrees to pay to the Partnership,
     commencing with the Reporting Period ended July 31, 1986 and at the end of
     each Reporting Period thereafter, (i) all Financing Costs accrued by the
     Partnership with respect to the Parent Loans during the particular
     Reporting Period in excess of the total of the parts of the Fixed Financing
     Cost Payments and Per Ton Financing Costs Payments which under Sections 6.9
                                                                    ------------
     and 6.   are required to pay to the Partnership with respect to (A) the
         ----
     particular Reporting Period and (B) the production of EG Product for the

                                       10
<PAGE>

May 17, 1999
Page 11

     Primary Purchasers during such Reporting Period, and (ii) an amount
     equal to the excess, if any, of (A) the parts of the Fixed Portions
     of the Coating Fee (or, in the case of the Phase-in Period, the
     Coating Fee ____ Advances) which under Section 6.2 (or Section   )
                                            -----------     ----------
     of the Coating Agreements, the Primary Purchasers paid to the Project
     Lenders' Account with respect to the particular Reporting Period,
     over (B) _____ Per Ton Financing Costs Payments which under Section
                                                                 -------
     6.10 of the Coating Agreements, the Primary Purchasers paid to the
     ----
     Partnership with respect to the production of EG Product for the
     Primary Purchasers during such Reporting Period, provided that in no
                                                      --------
     event shall Operator be responsible for more than fifty percent (50%)
     of the total Financing Costs accrued by the Partnership with respect
     to the Parent Loans during the particular Reporting Period."

          3.   Paragraph (a) of Section 3.8 is hereby amended to read as
follows:

          "3.8  Insurance.  (a) Subject to paragraph (b) hereof, Operator
                ---------
     will purchase and maintain such insurance on its EG Facility, and the
     operations conducted thereat, as is commercially reasonable in the
     circumstances."

          4.   Section 6.3(b) is hereby amended to add at the end thereof the
following:

     "Notwithstanding the foregoing, the Partnership may, at its option,
     during any period that Operator shall be in default under its
     obligations under Section 6.3A of the Partnership Agreement, wi___
                       ------------
     from the Variable Portion Fee Per Ton of EG Product the amount
     specified in clause (viii) of Exhibit (representing the assumed
                                   -------
     profit to Operator) pay such amount to the Partners or Guarantors
     whom such obligations are owed, until such time all such obligations
     have been paid."

          5.   Section 7.3(b) is hereby amended to change the reference to
"Section 7.5" to "Section 7.4".
------------      -----------

          6.   Section 11.7 is hereby amended to add to the end thereof the
following:

     "Notwithstanding the foregoing, the Partnership _____ assign its
     rights hereunder to an agent of the Project Lenders as contemplated
     by Section 1 of the Security Agreement."
        ---------

                                       11
<PAGE>

May 17, 1999
Page 12

Construction Agreement
----------------------

          1.   Section 12 is hereby amended to add a___ thereof the
following:

     "Notwithstanding the foregoing, the Partnership _____ assign its
     rights hereunder to an agent of the Project Lenders as contemplated
     by Section 1 of the Security Agreement."
        ---------

Parent Agreement
----------------

          1.   Section 2.1 is hereby amended to add _____ thereof the following
new paragraph (e):

          "(e) Guaranty of Inland Industries. Inland Industries, as direct
               -----------------------------
     obligor and not merely ___ surety, hereby irrevocably and
     unconditionally guarantees only to the Partnership, the other
     Guarantors and their Subsidiaries and their respective successors and
     assigns" (i) the full, _____ and complete performance and/or payment
     when _____ (including but not limited to principal, ________
     interest, fees, expenses, or other payment or obligation) to be
     performed or paid by Inland ______, Inland EG (including any
     Affiliate of Inland ____ Inland EG to whom any Partner's Interest shall
     _____ sold, transferred or assigned pursuant to Section 13.2 of the
                                                     ------------
     Partnership Agreement) pursuant to any of the Definitive Agreements
     to which either of them is a party; and (ii) the payment, upon _____
     of all reasonable costs and expenses (including time to time in
     effect, affecting creditors' rights attorneys' fees and expenses) as
     shall have been expended or incurred by the Partnership, the other
     Guarantors or their respective Subsidiaries, in the enforcement of
     any agreement, obligation or duty to be performed by Inland or by
     Inland EG pursuant to any of the Definitive Agreements to which
     either of them is a party."

          2.   Article IV is hereby amended as follows:

                                  "ARTICLE IV

                        REPRESENTATIONS AND WARRANTIES
                        OF INLAND AND INLAND INDUSTRIES

          Inland Industries and Inland hereby jointly and severally
          represent and warrant to Bethlehem, PFM and MSC as follows:

                                       12
<PAGE>

May 17, 1999
Page 13

               Section 4.1 Power and Authority. Each of Inland
               ----------- -------------------
          Industries, Inland and Inland EG: (a) is a corporation duly
          incorporated, validly existing and in good standing under
          the laws of the state of its incorporation; (b) is duly
          qualified to transact business in all jurisdictions where
          such qualification is required; and (c) has the corporate
          power and authority to (i) own, lease and operate its
          properties and carry on its business (including all aspects
          of this Agreement or its participation in the Partnership),
          (ii) execute and deliver each Definitive Agreement to which
          it is a party, and (iii) perform and observe the terms and
          conditions of such respective agreements.

               Section 4.2 Due Authorization. Each of Inland
               ----------- -----------------
          Industries, Inland and Inland EG has taken all requisite
          corporate action to authorize the execution and delivery of
          the Definitive Agreements and the performance and
          observance of the terms and conditions thereof. Each of the
          Definitive Agreements required to be executed and delivered
          by Inland Industries, Inland and Inland EG has been duly
          authorized, executed and delivered by Inland Industries,
          Inland or Inland EG, as the case may be, and constitutes
          the legal, valid and binding obligation of Inland
          Industries, Inland or Inland EG, as the case may be,
          enforceable in accordance with its terms (except as such
          enforceability may be limited by applicable bankruptcy,
          insolvency, moratorium, reorganization or similar laws,
          from generally and limitations on the availability of
          equitable remedies), assuming the due execution and
          delivery thereof by the other parties thereto.

               Section 4.3 No Violation. Neither the execution or
               ----------- ------------
          delivery of any Definitive Agreement required to be
          executed and delivered by Inland Industries, Inland or
          Inland EG, as the case may be, nor the consummation of the
          transactions contemplated thereunder will (i) violate any
          provisions of the Certificate of Incorporation or By-laws
          of each of them, (ii) violate, result in the termination
          of, or constitute a default under the terms of, any
          mortgage, bond, indenture, agreement, lease or other
          instrument or obligation to which either of them is a party
          or by which either of their respective properties or assets
          may be bound, in each case which would materially and
          adversely affect the ability of Inland Industries, Inland
          or Inland EG to perform their respective obligations under
          this Agreement or any other Definitive Agreement, (iii)
          result in the creation of any lien,

                                       13
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May 17, 1999
Page 14

          charge or encumbrance upon any of their respective
          properties pursuant to the terms of any such mortgage,
          bond, indenture, agreement, lease or other instrument or
          obligation, in each case which would materially and
          adversely affect the ability of Inland Industries, Inland
          or Inland EG to perform their respective obligations under
          this Agreement or any other Definitive Agreement, (iv)
          violate any judgment, order, injunction, decree, or award
          of any court, administrative agency or governmental body
          against, or binding upon, either of them or upon their
          respective businesses or properties, or (v) to the best
          knowledge of Inland Industries or Inland constitute a
          violation of either of them or Inland EG of any law or
          regulation of any jurisdiction insofar as such law or
          regulation relates to any of them or to their respective
          businesses or properties.

               Section 4.4 Consents, etc. To the best knowledge of
               ----------- -------------
          Inland Industries or Inland, no authorization, consent,
          approval, license, exemption of or filing or registration
          with any governmental department or agency is or will be
          necessary for the execution and delivery of any of the
          Definitive Agreements by Inland Industries, Inland or
          Inland EG.

               Section 4.5 Disclosures; No Omissions. (a) As of the
               ----------- -------------------------
          date hereof, none of the representations and warranties of Inland
          Industries and Inland in this Agreement contains any untrue statement
          of a material fact or omits to state a material fact necessary to make
          the representations and warranties herein, in the light of the
          circumstances under which they are made, not misleading.

               (b) Inland Industries and Inland acknowledge that
          Inland has given to the other Guarantors information about
          itself and other information consisting of projections and
          estimates about the proposed construction and operation of
          the EG Facility which have been included in the Definitive
          Agreements or have materially affected the provisions
          contained therein. A portion of such information,
          projections and estimates relate to matters with respect to
          which Inland lacks material information; and while Inland
          Industries and Inland expressly disclaim any representation
          or warranty with respect to the accuracy or completeness of
          such information, projections and estimates (other than as
          expressly set forth in this Agreement), Inland Industries
          and Inland nevertheless do hereby represent and warrant to

                                       14
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May 17, 1999
Page 15

          the other Guarantors that Inland (i) has given such
          information, projections and estimates to the other
          Guarantors in good faith based, in the reasonable judgment
          of Inland, on whatever material information is known to it
          as of the date hereof and (ii) has provided to the other
          Guarantors all information known to it as of the date
          hereof necessary, in the reasonable judgment of Inland, to
          make such information, projections and estimates not
          materially misleading."

          3.   Article VI is hereby amended by adding at the end thereof the
following:

               "Section 6.12 Certain Indemnification. If a
                ------------ -----------------------
          "Designated Event" (as defined in Section 6.02 of each of
          the Credit Agreements) relating to any Guarantor or its
          Subsidiary shall occur, whether or not resulting in the
          application of funds held under the Cash Collateral
          Agreement or the acceleration of any Notes or Promissory
          Notes, such Guarantor shall promptly reimburse the other
          Guarantors and their Subsidiaries for all moneys expended
          and otherwise indemnify and hold harmless the Partnership,
          the other Guarantors and their respective Subsidiaries from
          and against any and all loss, cost or damage, including but
          not limited to reasonable attorneys' fees and expenses,
          incurred by the Partnership, such other Guarantors and
          their respective Subsidiaries as result of such "Designated
          Event," including but not limited to any and all moneys
          expended and loss, cost and damage incurred as a result of
          any actions taken by such Guarantors and their Subsidiaries
          pursuant to Section 6.3A of the Partnership Agreement to
                      ------------
          cure such Designated Event or to pay such accelerated Notes
          and/or Promissory Notes."

          4.   Section 7.4 is hereby amended to provide that the address for
notices to Inland Industries shall be the same as the address for notices to
Inland.

          5.   Section 7.5 is hereby amended to add at the end thereof the
following:

          "Without limiting the generality of the foregoing, each
          Guarantor agrees that it will not directly or indirectly
          sell, lease, transfer or otherwise dispose of all or any
          substantial part of its assets to any Affiliate, unless
          such Affiliate becomes jointly and severally liable under
          this Agreement."

                                       15
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May 17, 1999
Page 16

     Appendix A
     ----------

          1.   Appendix A to the Definitive Agreements is hereby amended to add
the following:

               "CABV" shall mean Creditanstalt-Bankverein, a bank incorporated
          under Austrian law.

               "Cash Collateral Agreement" shall mean that certain Cash
          Collateral Agreement dated as of July 24, 1986, as amended from time
          to time, among EGL Steel, Inland EG, PFM EG, the banks parties to the
          Term Loan Agreement, CABV, Creditanstalt, as agent for the Project
          Lenders, and Toledo Trust Company, as custodian of such agent.

               "Credit Agreements" shall mean the Term Loan Agreement dated as
          of July 23, 1986 among the Partnership, Creditanstalt, and Toledo
          Trust Company (the "Term Loan Agreement") and the Amended and Restated
          Credit Facility Agreement dated as of July 23, 1986 between the
          Partnership and CABV (the "Restated Credit Facility Agreement").

               "Designated Event" shall mean the events described in Section
          6.02 of each of the Credit Agreements.

               "Inland Industries" shall mean Inland Steel Industries, Inc., a
          Delaware corporation.

               "Periodic Financing Costs" shall mean the periodic payments of
          (a) principal, interest and insurance fees with respect to the Project
          Lenders' Loans and (b) 'Basic Rent' as defined in the Sublease.

               "Project Lenders" shall mean Creditanstalt, CABV and Toledo
          Trust Company.

               "Project Lenders' Account" shall mean account no. 16-6201-00
          established at Toledo Trust Company pursuant to Section 10 of the
                                                          ----------
          Security Agreement.

               "Project Lenders' Loans" shall mean the portion of the Permanent
          Financing Agreement represented by the Credit Agreements.

                                       16
<PAGE>

May 17, 1999
Page 17

               "Security Agreement" shall mean that certain Security Agreement
          dated July 24, 1986, as amended from time to time, among the
          Partnership, the Project Lenders, Creditanstalt, as agent, and Toledo
          Trust Company, as paying agent."

               "Sublease" shall mean the portion of the Permanent Financing
          Agreement represented by the Sublease dated as of May 30, 1986 between
          PFM and the Partnership."

          2.   The definition of the term "Financing Costs" is hereby amended to
add at the end thereof the following sentence

          "Such term shall include all principal, interest, rent, fees and costs
          payable by the Partnership under the Project Lender"s Loans, the
          Sublease and the Parent Loans including, without limitation, the
          insurance fees specified by Section 2.05 of the Restated Credit
          Facility Agreement."

          3.   The definitions of the terms "Fiscal Quarter," "Fiscal Semi-
Annual Period," "Fiscal Year," "Guarantor" and "Reporting Period" are hereby
amended to read as follows:

               "Fiscal Quarter" shall mean each of the periods of three
          calendar months ended on the last day of May, August, November and
          February of each Fiscal Year.

               "Fiscal Semi-Annual Period" shall mean each of the periods of
          six calendar months ended on the last day of August and February of
          each Fiscal Year.

               "Fiscal Year" shall mean the period commencing on the first day
          of March of each calendar year and ending on the last day of February
          of the next successive calendar year.

               "Guarantor" shall mean: (a) with respect to EGL Steel,
          Bethlehem; (b) with respect to Inland EG, Inland and Inland
          Industries; and (c) with respect to PFM (EG), PFM and MSC.

               "Reporting Period" shall mean a calendar month.

                                       17
<PAGE>

May 17, 1999
Page 18

               In order to evidence such amendments, please sign a counterpart
     of this letter at the place indicated below, and return such counterpart to
     the undersigned.

                              Very truly yours,


                              WALBRDIGE COATINGS, AN ILLINOIS
                              PARTNERSHIP


                              By:  PRE FINISH METALS (EG)
                                   INCORPORATED


                              By:____________________________



                              By:  EGL STEEL INC.
                                   General Partner


                              By:____________________________


                              By:____________________________

                                       18
<PAGE>

May 17, 1999
Page 19

                              By:  INLAND STEEL ELECTROGALVANIZING
                                   CORPORATION
                                   General Partner


                              By:____________________________

                                       19
<PAGE>

May 17, 1999
Page 20

Agreed as of the ______ day of July, 1986

EGL STEEL INC.                        PRE FINISH METALS (EG) INCORPORATED


By: _____________________________     By: _______________________________
     Treasurer

By: _____________________________


BETHLEHEM STEEL CORPORATION           PRE FINISH METALS INCORPORATED


By: _____________________________     By: _______________________________
    Vice President and Treasurer

By: _____________________________
    Senior Vice President

INLAND STEEL ELECTRO-                 MATERIAL SCIENCES CORPORATION
  GALVANIZING CORPORATION


By: _____________________________     By: ________________________________

INLAND STEEL COMPANY


By: _____________________________

INLAND STEEL INDUSTRIES, INC.


By: _____________________________

                                       20