<PAGE>   1
                                                                   Exhibit 10.43



{Logo}            Pennsylvania Department of Community and Economic Development
                  The Pennsylvania Industrial Development Authority



                                November 21, 1997



Johnstown Industrial
Development Corporation
111 Market Street
Johnstown, PA 15901


         Re:      Bar Technologies (formerly BRW)
                  #7619 & #7935 (PIDA and Sunny Day Loans)


Ladies & Gentlemen:

         The Board of The Pennsylvania Industrial Development Authority, at its
meeting held November 5, 1997, agreed to the following:

         1)       deferring payments of principal on the PIDA loans, but not
                  interest, for the fourth quarter of 1997 through the end of
                  1999;

         2)       releasing the mortgages on the "manganese shed" property
                  provided that 50% of the net proceeds of the sale (equal to
                  the gross sales price less customary closing costs) be paid to
                  PIDA as a prepayment on the PIDA loan;

         3)       waiving the requirements in Section D.1.2(b)(iii) of the
                  Master Agreement that Bar Technologies have installed a rod
                  block or comparable facility at the Johnstown facility by June
                  30, 1997; and

         4)       modifying the covenant as to creation of jobs so that Bar
                  Technologies would be required to employ 440 full-time
                  equivalent employees in Cambria County by September 2002,
                  consistent with Bar's projections.

         This action was taken subject to the following conditions:

         1)       continuing compliance by Bar Technologies with all existing
                  requirements of the loan documents.

         2)       Bar Technologies must bring the Sunny Day loan (which is now
                  more than six months delinquent) current before the
                  Commonwealth will enter into any agreement. There shall be no
                  deferral of principal or interest on the Sunny Day loan.

         3)       Beginning January 1, 2002, all loans granted principal or
                  principal and interest deferrals would be required to be
                  amortized over the original maturity schedule, with no
                  deferral of final maturities. (All loans include -

                           a) Three Economic Development Set-Aside Loans with a
                           current aggregate outstanding balance of
                           approximately $10,300,000;


<PAGE>   2



Johnstown Industrial
Development Corporation
Page Two

                           b) CDBG Small Community Program loans funded through
                           the former Department of Community Affairs (now part
                           of DCED), with a current aggregate outstanding
                           balance of $690,000.

                           c) Enterprise Zone Competitive Program loan to be
                           funded through DCED pursuant to the commitment of the
                           former Department of Community Affairs, with an
                           initial principal balance equal to $431,600; and

                           d) The PIDA and Sunny Day loans with current
                           principal balances of approximately $3,586,186.15 and
                           $6,950,000, respectively.)

         4)       Johnstown Industrial Development Corporation shall have agreed
                  to the deferral of principal payments for 1998 and 1999 on the
                  outstanding Business Infrastructure Development program loan.

         5)       Bar Technologies will close on the Enterprise Zone Competitive
                  Program loan, funds for which have been in escrow since July
                  1996, within 30 days, and concurrently prepay the same amount
                  on the Sunny Day loan.

         6)       Failure to continue to employ 200 full-time equivalent
                  employees in Cambria County, except arising from force majeure
                  (as defined in the Master Agreement), would be treated as a
                  shutdown within the meaning of the Master Agreement.

         7)       beginning January 1, 2003, Bar Technologies would be required
                  to make additional quarterly prepayments equal to 25% of net
                  cash flow from operations in the second calendar quarter
                  preceding the quarter in which payment is to be made,
                  multiplied by a fraction of which the numerator is the number
                  by which the average number of Cambria County full-time
                  equivalent jobs over the course of the second preceding
                  calendar quarter is less than 440, and the denominator is 190.
                  Bar Technologies would get credit for prospective full-time
                  equivalent jobs (as well as actual jobs) if it has entered
                  into binding contracts for additional major capital facilities
                  in Cambria County which in the opinion of a consultant which
                  we would retain at the company's expense would be completed
                  within a set time period and upon completion require such
                  number of prospective full- time equivalent jobs. These
                  prepayments will be applied pro rata to all outstanding
                  Commonwealth loans in accordance with their respective
                  outstanding principal balances.

         8)       The Department's agreement to the foregoing terms and
                  conditions shall further be subject to execution and delivery
                  of definitive documentation to be prepared by the Department's
                  legal office.

         If you have any questions, please contact John Whitlock, PIDA counsel,
at 717-720-7327.

                                        Sincerely,

                                        THE PENNSYLVANIA INDUSTRIAL
                                        DEVELOPMENT AUTHORITY

                                        By
                                          --------------------------------
                                          Marguerite Harris, Administrator

cc:  John Whitlock
      Lynn Deardorff