<PAGE>

                                                                 Exhibit 10.21


                          FIFTH SUPPLEMENTAL INDENTURE
                            AND WAIVER OF COVENANTS


          FIFTH SUPPLEMENTAL INDENTURE AND WAIVER OF COVENANTS, dated as of
March 16, 2000 (the "Fifth Supplemental Indenture") to the Indenture, dated as
of May 1, 1993, between Chatwins Group, Inc., a Delaware corporation (the
"Company"), Reunion Industries, Inc., a Delaware corporation ("Reunion"), and
State Street Bank and Trust Company, a Massachusetts trust company, as successor
trustee to The First National Bank of Boston (the "Trustee"), as amended by the
First Supplemental Indenture and Waiver of Covenants, dated as of June 20, 1995
between the Company and the Trustee, the Second Supplemental Indenture, dated as
of June 20, 1995, between the Company and the Trustee, the Third Supplemental
Indenture, dated as of May 28, 1999, between the Company and the Trustee, and
the Fourth Supplemental Indenture, dated as of March 8, 2000, between the
Company and the Trustee (as amended, the "Indenture"). Capitalized terms used
herein but not otherwise defined shall have the respective meanings set forth in
the Indenture or in the Amended Consent Solicitation and Notice of Offer to
Purchase Senior Notes of the Company, dated February 1, 2000, attached hereto as
Schedule I (the "Consent Solicitation").

          The Company and the Trustee, pursuant to Sections 9.02 and 5.01 of the
Indenture, agree as follows for the benefit of the other party and for the equal
and ratable benefit of the holders of the Company's Securities:

     1.  Assumption of Indenture Obligations.  The Company has entered into an
         -----------------------------------
Amended and Restated Merger Agreement with Reunion, dated as of July 28, 1999
(the "Amended and Restated Merger Agreement"), pursuant to which the Company is
merging with and into Reunion (the "Merger"), with Reunion being the surviving
corporation ("New Reunion"). In connection with the Merger, New Reunion does
hereby assume, succeed to and agree to be bound by all of the obligations of the
Company under the Indenture, the Purchase Agreement, the Exchange and
Registration Rights Agreement and the Securities Pledge Agreement.

     2.  Amendment of Indenture.  Section 4.09(iii) of the Indenture is hereby
         ----------------------
amended by deleting the phrase "2.5 to 1.0 thereafter" and inserting in its
place the phrase "2.0 to 1.0 thereafter."

     3.  Waiver of Outstanding Defaults.  The Investment Default and the Pledge
         ------------------------------
Default under the Indenture, and the consequences thereof, are waived as to all
Securities and all Securityholders as may be necessary to permit Chatwins and
Reunion to proceed with the Merger and for all other purposes under the
Indenture.

     4.  Waivers of Indenture Covenants.  In connection with the transactions
         ------------------------------
set forth in the Consent Solicitation, the following Indenture provisions, and
the consequences thereof, are waived as to all Securities and all
Securityholders:
<PAGE>

          (a)  the provisions of Section 5.01(4)(B) (Debt Test Covenant of
"When Company May Merge") as may be necessary to permit Chatwins and Reunion to
consummate the Merger;

          (b)  the provisions of Section 4.12 of the Indenture ("Limitation on
Liens") as may be necessary to permit New Reunion to enter into and consummate
the New Credit Facility;

          (c)  Section 4.09 of the Indenture ("Limitation on Incurrence of
Indebtedness") as may be necessary to enter into and consummate the Term Loan
Facility on the effective date of Merger and to make additional term loan
borrowings thereunder from time to time thereafter, but limited always to a
maximum aggregate principal amount of $33 million outstanding at any time under
the Term Loan Facility; and

          (d)  the provisions of Section 4.09 of the Indenture ("Limitation on
Incurrence of Indebtedness") as may be necessary to permit New Reunion to
consummate the Kingway Acquisition.

     5.  No Defaults.  In connection with the outstanding Default and covenant
         -----------
waivers set forth in Sections 3 and 4 above, the parties hereby acknowledge that
any Defaults have ceased to exist, and any Event of Default arising therefrom
shall be deemed to have been cured for every purpose of the Indenture; but no
such waiver shall extend to any subsequent or other Default or impair any right
consequent to such other or subsequent Default, except, however, such subsequent
Defaults as would otherwise arise upon subsequent reborrowings under the Term
Loan Facility so long as the aggregate principal amount outstanding thereunder
at any time does not exceed $33 million, all of which subsequent Defaults, if
any, are hereby waived.

     6.  Waiver of June Purchase Offer.  The Holders of $47,450,000 principal
         -----------------------------
amount of outstanding Securities set forth in Column B of Schedule 2 hereto (the
"Consenting Securities") have waived their right to receive, accept and elect to
participate in and tender Securities pursuant to the Purchase Offer due to be
made by the Company on June 1, 2000 (the "June Purchase Offer") pursuant to
Section 3.09 of the Indenture (the "June Purchase Offer Waiver").

     7.  Effect of June Purchase Offer Waiver.  Pursuant to Section 9.04(c) of
         ------------------------------------
the Indenture, the June Purchase Offer Waiver shall bind each Securityholder of
a Consenting Security and every subsequent Securityholder of a Consenting
Security or a portion thereof if notice of the June Purchase Offer Waiver is
reflected on a Security that evidences the same debt or a portion thereof as the
consenting Securityholder's Security. To ensure that the June Purchase Offer
Waiver under Section 3.09 of the Indenture binds every subsequent Securityholder
of the Consenting Securities or a portion thereof, the Company has taken the
steps necessary to make a notation of the June Purchase Offer Waiver on the
Consenting Securities.

     8.  No Defaults.  In connection with the covenant waiver set forth in
         -----------
Section 6 above, the parties hereby acknowledge that any Default or any Event of
Default which might otherwise arise as a result of the failure to extend the
June Purchase Offer to

                                       2
<PAGE>

the holders of Consenting Securities or portions thereof shall be deemed to have
been cured for every purpose of the Indenture; but no such waiver shall extend
to any subsequent or other Default or impair any right consequent to such other
or subsequent Default.

     9.  Effect of Fifth Supplemental Indenture.  This Fifth Supplemental
         --------------------------------------
Indenture shall be an integrated part of the Indenture (as amended and modified
by the First Supplemental Indenture and Wavier of Covenants, the Second
Supplemental Indenture, the Third Supplemental Indenture and the Fourth
Supplemental Indenture). Except as amended by this Fifth Supplemental Indenture,
the Indenture (as so amended) shall remain in full force and effect.

     10.  Counterparts.  This Fifth Supplemental Indenture may be executed in
          ------------
any number of counterparts, each which when so executed and delivered shall be
deemed an original, but all of which counterparts together shall constitute but
one and the same instrument.

     IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental
Indenture to be duly executed, all as of the date first written above.


                              CHATWINS GROUP, INC.

                              /s/Joseph C. Lawyer
                              --------------------
                              Name:  Joseph C. Lawyer
                              Title:  President

                              REUNION INDUSTRIES, INC.
                              /s/Richards L. Evans
                              ---------------------
                                 Name:  Richard L. Evans
                                 Title:  Executive Vice President, Chief
                                 Financial Officer and Secretary


                              STATE STREET BANK AND
                              TRUST COMPANY, as successor Trustee

                              By: /s/Jacqueline Bonhomme
                                  ----------------------
                                 Name: Jacqueline Bonhomme
                                 Title:  Assistant Vice President

                                       3
<PAGE>

                                                                      SCHEDULE I
                                                                      ----------

                              M E M O R A N D U M
                              -------------------


TO:       HOLDERS OF SENIOR NOTES

FROM:     Chatwins Group, Inc.

DATE:     February 1, 2000

RE:            Amended Consent Solicitation and Notice of Offer To Purchase
               Senior Notes (the "Amended Consent Solicitation and Purchase
               Offer"), and Termination and Rescission of November 19 and 24,
               1999 Consent Solicitation and Purchase Offer (the "Original
               Consent Solicitation and Purchase Offer")
               ----------------------------------------------------------------

<TABLE>
<CAPTION>

<S>                        <C>
ISSUER:                    Chatwins Group, Inc. ("Chatwins")

SECURITIES:                13% Senior Notes of Chatwins due 2003 (the "Securities") issued
                           under the Indenture, dated as of May 1, 1993, between Chatwins
                           and State Street Bank and Trust Company, as successor Trustee
                           to First National Bank of Boston, as amended (the "Indenture").

SUMMARY:/1/                .  The Original Consent Solicitation and Purchase Offer is
                              rescinded due to inability to complete the New Credit Facility
                              as defined therein
                           .  Chatwins hereby makes an Amended Consent Solicitation and
                              Purchase Offer to:
                              .  Obtain the same amendments and waivers of the Indenture
                                 covenants and defaults solicited in November, 1999
                              .  Obtain a new waiver of Chatwins' obligation to make a
                                 Purchase Offer as to $25 million principal amount of
                                 Securities on June 1, 2000
                              .  Offer to purchase at par from Securityholders consenting to
                                 all such amendments and waivers up to $25 million principal
                                 amount of Securities (the "Amended Purchase Offer")
</TABLE>
------------------
/1/ This summary is qualified by the other more specific provisions of this
document.

                                       4
<PAGE>

<TABLE>
<S>                        <C>
                           .  To consent to such amendments and waivers and to accept the
                              Amended Purchase Offer:
                              .  Complete the form attached as Exhibit A and fax it to
                                 Chatwins by 5:00 p.m. Eastern Standard Time on February
                                 10, 2000.
                              .  Ensure that you have tendered your Securities to DTC by
                                 February 10, 2000 in the principal amount of Securities as
                                 to which you validly accept the Amended Purchase Offer.

BACKGROUND:                By notices dated November 19 and 24, 1999, Chatwins made an
                           offer to purchase $25 million principal amount of Securities at
                           one hundred percent (100%) of par (the "Original Purchase
                           Offer") from those Securityholders of record on November 19,
                           1999 who consented and agreed to certain amendments and waivers
                           under the Indenture (the "Original Consent Solicitation and
                           Purchase Offer").  A copy of the Original Consent Solicitation
                           and Purchase Offer is attached as Exhibit B.  Capitalized terms
                           used but not defined herein shall have the meanings ascribed to
                           them in Exhibit B.

                           Chatwins solicited these amendments and waivers under the
                           Indenture to allow Chatwins and Reunion Industries, Inc.
                           ("Reunion") to proceed with (i) a proposed merger, whereby
                           Chatwins will merge with and into Reunion ("New Reunion") and
                           New Reunion will succeed to Chatwins' obligations under the
                           Indenture and (ii) certain related transactions.  Only those
                           Securityholders who consented and agreed to all the requested
                                                                       ---
                           amendments and waivers were to be entitled to have their
                           Securities purchased in the Original Purchase Offer.

                           The Original Consent Solicitation and Purchase Offer was
                           conditioned upon (i) Chatwins receiving all the requested
                                                                   ---
                           amendments and waivers from a majority of the outstanding
                           principal amount of Securities, (ii) the Original Purchase
                           Offer being accepted as to at least $25 million principal
                           amount of the Securities, and (iii) New Reunion consummating
                           the financing necessary to consummate the Original Purchase
                           Offer.  If more than $25 million of Securities were tendered in
                           the Original Purchase Offer, the tendered Securities were to be
                           purchased pro rata.

                           As of December 3, 1999, Chatwins received consents to all
                           requested amendments and waivers from $49,335,000 principal
                           amount of Securities.  That same principal amount of Securities
                           held by consenting Securityholders properly accepted the
</TABLE>

                                       5
<PAGE>

<TABLE>
<S>                        <C>
                           Original Purchase Offer.

REASON FOR TERMINATION     The Original Consent Solicitation and Purchase Offer
AND RESCISSION OF          contemplated that New Reunion would enter into a new credit
ORIGINAL CONSENT           facility (the "New Credit Facility") with certain lenders.  $25
SOLICITATION AND           million of the proceeds of the New Credit Facility was to be
PURCHASE OFFER:            used to consummate the Original Repurchase Offer.  The lenders
                           negotiating the New Credit Facility have now indicated that
                           they will not consummate the New Credit Facility unless
                           Securityholders waive the obligation of New Reunion (as
                           Chatwins' successor following the Merger) under Section 3.09 of
                           the Indenture to make a Purchase Offer to purchase $25 million
                           principal amount of the Securities on June 1, 2000.

TERMINATION AND            The third condition of the Original Purchase Offer (New Reunion
RESCISSION OF ORIGINAL     being able to consummate the New Credit Facility) having
CONSENT SOLICITATION       failed, the Original Purchase Offer is terminated and
AND PURCHASE OFFER:        rescinded, the agreements and waivers received by Chatwins from
                           Securityholders in connection therewith are void and
                           ineffective, all as contemplated by the terms of the Original
                           Consent Solicitation and Purchase Offer and the Trustee has
                           cancelled the tender of your Securities in connection therewith.

AMENDED CONSENT            Chatwins hereby makes a new offer to purchase $25 million
SOLICITATION AND           principal amount of its Securities at one hundred percent
PURCHASE OFFER:            (100%) of par (the "Amended Purchase Offer").  In connection
                           with the Amended Purchase Offer, Chatwins is soliciting
                           consents to certain amendments and waivers under its Indenture.
                           The Amended Purchase Offer is being made to only those
                           Securityholders of record on November 19, 1999 who agree and
                           consent to all the amendments and waivers of the Indenture
                                      ---
                           covenants and Defaults solicited hereby and is conditioned upon
                           (i) Chatwins receiving consents to the amendments and waivers
                           solicited hereby from Securityholders in respect of the
                           outstanding principal amount of Securities that will be
                           sufficient to permit it to consummate the Merger, the New
                           Credit Facility and the related transactions without violating
                           any provisions of the Indenture, (ii) the Amended Purchase
                           Offer being accepted as to at least $25 million principal
                           amount of the Securities, and (iii) New Reunion consummating
                           the New Credit Facility (the New Credit Facility subject to an
                           acceptable waiver of the June 1, 2000 purchase offer being
                           hereinafter referred to as the "Revised New Credit Facility")
                           which is required to provide the funds needed to consummate the
                           Amended Purchase Offer.  If more than $25 million of Securities
                           are tendered in the Amended Purchase
</TABLE>

                                       6
<PAGE>

<TABLE>
<S>                        <C>
                           Offer, the tendered Securities are to be purchased pro rata.  If
                           the Amended Purchase Offer is not consummated, then none of the
                           amendments and waivers solicited hereby shall become effective.

                           November 19, 1999 (at 5:00 p.m. Eastern Standard Time) has been
                           fixed by Chatwins as the record date for determining the
                           Securityholders entitled to participate in the Amended Purchase
                           Offer and to agree and consent to the amendments and waivers
                           requested herein.  The Securities are represented by a Global
                           Security deposited with The Depository Trust Company ("DTC")
                           and registered in the name of DTC's nominee, Cede & Co.  In
                           accordance with DTC's usual procedures, an Omnibus Consent is
                           being delivered to Chatwins under which Cede & Co.'s rights to
                           consent in respect of the Securities have been assigned to the
                           DTC Participants who are the holders on the record date of the
                           Securities through their accounts at DTC or their assignees
                           (the "Participants").

DESCRIPTION OF             Pursuant to Section 3.08 of the Indenture Chatwins is obligated
NEW WAIVER:                to make a mandatory redemption of $12.5 million principal
                           amount of Securities on May 1, 2000.

                           Pursuant to Section 3.09 of the Indenture Chatwins is obligated
                           to offer to purchase $25 million principal amount of the
                           Securities on June 1, 2000.

                           If the Merger and the Revised New Credit Facility and the
                           Amended Purchase Offer are consummated, New Reunion will credit
                           against these obligations as permitted by Section 3.10 of the
                           Indenture the $25 million principal amount of Securities it
                           will acquire in the Amended Purchase Offer as follows:

                                 .  $12.5 million against the Section 3.08 May 1, 2000
                                    mandatory redemption obligation, and

                                 .  $12.5 million against the Section 3.09 June 1, 2000
                                    purchase offer obligation.

                           Accordingly, New Reunion will remain obligated to offer to
                           purchase $12.5 million principal amount of Securities on June
                           1, 2000 pursuant to Section 3.09 of the Indenture.

                           As noted above, New Reunion's prospective lenders will not
                           consummate the Revised New Credit Facility unless
                           Securityholders waive this remaining $12.5 million repurchase
                           offer obligation under Section 3.09 of the Indenture.  Thus, in
</TABLE>

                                       7
<PAGE>

<TABLE>
<S>                        <C>
                           order to proceed with the Amended Purchase Offer and consummate
                           the Merger and other transactions described above, Chatwins is
                           requesting that the Securityholders waive their rights to
                           require Chatwins to make the balance of the Section 3.09 June
                           1, 2000 purchase offer remaining after crediting $12.5 million
                           of the $25 million principal amount of Securities it acquires
                           pursuant to the Amended Purchase Offer as noted above.

INDENTURE                  Section 6.06(6) of the Indenture provides that if Chatwins
REQUIREMENTS               fails to fulfill its repurchase obligations arising under
FOR NEW WAIVER:            Section 3.09, such failure shall constitute a Default by reason
                           of the failure by the Company to pay principal and,
                           notwithstanding any other provision of the Indenture, the right
                           of any Securityholder to receive payment of such principal may
                           not be impaired or affected without the consent of such
                           Securityholder.

                           Similarly, although Section 9.02 of the Indenture provides that
                           the Indenture may be amended and any existing Default or Event
                           of Default or compliance with any provision or consequences of
                           the foregoing may be waived with the written consent of
                           Securityholders holding a majority of the aggregate principal
                           amount of the Securities then outstanding, no such amendment,
                           supplement or waiver may be made without the consent of the
                           Securityholder if it would alter the redemption or repurchase
                           provisions of such Security.

EFFECT OF                  Pursuant to Section 9.04(c) of the Indenture, after the waiver
NEW WAIVER:                of compliance with the Section 3.09 June 1, 2000 repurchase
                           obligation becomes effective it will bind every Securityholder
                           of a Security who has consented to it and it shall also bind
                           every subsequent Securityholder of such Security (or of a
                           portion of a Security that evidences the same debt as the
                           consenting Securityholder's Security) if notice of such waiver
                           is reflected on the Securities that evidence the same debt as
                           the consenting Securityholder's Security.

ACTION REQUESTED:          If you wish to accept the Amended Purchase Offer by consenting
                           and agreeing to all the amendments and waivers of the Indenture
                           covenants and defaults solicited hereby, please (i) indicate
                           your acceptance, consent and agreement in the space provided on
                           the form attached hereto as Exhibit A; (ii) return the properly
                           executed form to Chatwins via facsimile at (412) 885-5512
                           (Attention: Russell S. Carolus), (iii) send the executed
                           original form to Chatwins via overnight courier addressed as
                           follows:  Chatwins Group, Inc., 300 Weyman Plaza, Suite 340,
                           Pittsburgh, PA, 15236, Attention: Russell S.
</TABLE>

                                       8
<PAGE>

<TABLE>
<S>                        <C>
                           Carolus; and (iv) tender your Securities to be acquired under
                           the Amended Purchase Offer through the DTC ATOP System.

                           To ensure that you will be entitled to have your Securities
                           purchased pursuant to the Amended Purchase Offer, your properly
                           executed acceptance must be received by Chatwins no later than
                           February 10, 2000 at 5:00 p.m. Eastern Standard Time and you
                           must have tendered your Securities through the DTC ATOP System
                           no later than February 10, 2000.

                           If you do not have independent authority to consent and agree
                           in respect of the Securities you hold as a Participant at DTC
                           you should distribute a copy of this document to your customers
                           or affiliates and obtain from them whatever authorization you
                           require in respect of such consent and agreement.

WITHDRAWAL                 Securityholders will have the right to withdraw their tender of
RIGHTS:                    Securities pursuant to the Amended Purchase Offer only until
                           the amount of Securities tendered pursuant to the Amended
                           Purchase Offer equals $25 million.  Chatwins will notify
                           Securityholders when their withdrawal rights have terminated.

ADDITIONAL INFORMATION:    See the Original Consent Solicitation and Purchase Offer
                           (attached as Exhibit B).  Copies of the other materials
                           previously distributed therewith will be recirculated upon
                           request - Contact:  Russell Carolus, Chatwins Group, Inc., 300
                           Weyman Plaza, Suite 340, Pittsburgh, Pennsylvania 15236,
                           Telephone:  (412) 885-5506; Facsimile:  (412) 885-5512.
</TABLE>

                                       9
<PAGE>

                                                                       Exhibit A
                                                                       ---------

              AMENDED CONSENT SOLICITATION AND PURCHASE OFFER FORM

     11.  The undersigned does hereby represent that it is a Participant with
DTC -- namely, that it maintains an account with The Depository Trust Company,
New York, NY ("DTC").

     12.  The undersigned does hereby represent that it had $_________ principal
amount of Securities credited to its account with DTC on November 19, 1999.

     13.  The undersigned does hereby represent that as of November 19, 1999 it
had the full right to consent and agree, or has received all necessary
authorizations to consent and agree, on behalf of $__________ principal amount
of Securities in respect of the amendments and waivers of the Indenture
covenants and Defaults as more fully described herein.

     14.  On behalf of $_________ principal amount (the "Consenting
Securities") of the total $_________ principal amount of Securities credited to
its account with DTC on November 19, 1999, and on behalf of all subsequent
holders of the Consenting Securities, the undersigned does hereby:

          (a) Agree and consent to all the amendments and waivers of the
                                   ---
              Indenture covenants and defaults solicited in the Original Consent
              Solicitation and Purchase Offer as set forth in Exhibit B hereto;
              and

          (b) Waive its right to receive, accept and elect to participate in and
              tender Consenting Securities pursuant to the Purchase Offer due to
              be made by Chatwins on June 1, 2000 pursuant to Section 3.09 of
              the Indenture.

     15.  The undersigned does hereby accept the Amended Purchase Offer on
behalf of $______________ principal amount of the $______________ principal
amount of Consenting Securities for which it has consented to all the amendments
                                                              ---
and waivers as stated herein and which were credited to its account with DTC on
November 19, 1999.

     16.  THE UNDERSIGNED ACKNOWLEDGES THAT (I) THIS AMENDED CONSENT
SOLICITATION AND PURCHASE OFFER SUPERCEDES THE ORIGINAL CONSENT SOLICITATION AND
PURCHASE OFFER, (II) ONLY SECURITYHOLDERS THAT TIMELY CONSENT TO ALL THE
AMENDMENTS AND WAIVERS REQUESTED BY THIS NOTICE WILL BE PERMITTED TO PARTICIPATE
IN THE AMENDED PURCHASE OFFER AND TO SELL SECURITIES TO CHATWINS PURSUANT
THERETO AND (III) THIS AMENDED PURCHASE OFFER WILL ONLY BE CONSUMMATED IF NEW
REUNION CONSUMMATES THE REVISED NEW CREDIT FACILITY.

                                 Signature

                                 Date:
                                      ---------------------------------
                                 Print Name:
                                            ---------------------------
                                 Taxpayer ID Number:
                                                    -------------------
<PAGE>

                                                                     Exhibit B-1
                                                                     -----------


TO:      HOLDERS OF SENIOR NOTES

FROM:    Chatwins Group, Inc.

DATE:    November 19, 1999

RE:      Chatwins Group Inc. - Notice of Offer to
         Purchase Senior Notes and Consent Solicitation
         ----------------------------------------------

                                  I.  SUMMARY

          Capitalized terms used herein but not otherwise defined herein shall
have the respective meanings ascribed to them in the Indenture, dated as of May
1, 1993, between Chatwins Group, Inc. ("Chatwins") and State Street Bank and
Trust Company, as successor Trustee to The First National Bank of Boston (the
"Trustee"), as amended (the "Indenture").

          Chatwins hereby offers to purchase $25 million principal amount of its
13% Senior Notes due 2003 (the "Securities") at ninety-eight percent (98%) of
par (the "Purchase Offer").  In connection with the Purchase Offer, Chatwins is
soliciting consents to certain amendments and waivers under its Indenture.  The
Purchase Offer is being made to only those Securityholders of record on November
19, 1999 who agree and consent to all amendments and waivers of the Indenture
                                  ---
covenants and Defaults solicited hereby and is conditioned upon (i) Chatwins
receiving consents to all the amendments and waivers solicited hereby from
                      ---
Securityholders in respect of a majority of the outstanding principal amount of
Securities which will be sufficient for the amendments and waivers to become
effective under the Indenture), (ii) the Purchase Offer being accepted as to at
least $25 million principal amount of the Securities, and (iii) New Reunion (as
defined below) consummating the New Credit Facility (as defined in Section II(5)
below) which is required to consummate the Purchase Offer.  If the Purchase
Offer is not consummated, then none of the amendments and waivers solicited
hereby shall become effective.

          November 19, 1999 (at 5:00 p.m. Eastern Standard Time) has been fixed
by Chatwins as the record date for determining the Securityholders entitled to
participate in the Purchase Offer and to agree and consent to the amendments and
waivers requested herein.  The Securities are represented by a Global Security
deposited with The Depository Trust Company ("DTC") and registered in the name
of DTC's nominee, Cede & Co.  In accordance with DTC's usual procedures, an
Omnibus Consent is being delivered to Chatwins under which Cede & Co.'s rights
to consent in respect of the Securities have been assigned to the DTC
Participants who are the holders on the record date of the Securities through
their accounts at DTC or their assignees (the "Participants").

          To ensure that you will be entitled to have your Securities purchased
pursuant to the Purchase Offer in consideration of your consent to all the
                                                                   ---
amendments and waivers of the Indenture covenants and Defaults solicited hereby,
<PAGE>

your properly executed acceptance must be received by Chatwins no later than
December 3, 1999 at 5:00 p.m. Eastern Standard Time.

          Chatwins has entered into an Amended and Restated Merger Agreement
with Reunion Industries, Inc., a Delaware corporation ("Reunion"), dated as of
July 28, 1999 (the "Amended and Restated Merger Agreement"), pursuant to which
Chatwins will merge with and into Reunion (the "Merger"), with Reunion being the
surviving corporation ("New Reunion").

          In connection with the Merger, New Reunion intends to enter into the
following transactions:

          (i)   Upon the Merger, New Reunion will succeed to and agree to be
                bound by the Indenture;

          (ii)  New Reunion will enter into the New Credit Facility (as defined
                in Section II(5) below) the proceeds of which will be used,
                among other things, to finance the Purchase Offer and the
                Kingway Acquisition (as defined below) and to refinance certain
                of the debt of Chatwins and Reunion. The New Credit Facility
                will be secured by a first priority lien on substantially all of
                New Reunion's assets which will include substantially all of
                Chatwins' assets;

          (iii) New Reunion will acquire Kingway Material Handling Company
                ("Kingway"), which is currently owned by certain officers and
                directors of Chatwins and Reunion (the "Kingway Acquisition");
                and

          (iv)  New Reunion will assume certain indebtedness of Kingway in
                connection with the Kingway Acquisition.

          In order to proceed with the Purchase Offer, and consummate the Merger
and the other transactions described above, Chatwins is requesting that the
Securityholders consent to the following:

          (i)   A waiver of the Debt Test (as defined below) condition of the
                "When Company May Merge" covenant (Section 5.01(4)(B) of the
                Indenture);

          (ii)  A waiver of two existing Defaults under the Indenture (as more
                fully described below) which is required for the Merger;

          (iii) A waiver of the "Limitation on Liens" covenant (Section 4.12 of
                the Indenture) and a waiver of the "Limitation on Incurrence of
                Indebtedness" covenant (Section 4.09 of the Indenture) which are
                required for the New Credit Facility;


                                       2
<PAGE>

          (iv)  A waiver of the "Limitation on Incurrence of Indebtedness"
                covenant (Section 4.09 of the Indenture) which is required to
                assume the Assumed Affiliate Indebtedness (as defined in Section
                II(6) below) in the Kingway Acquisition; and

          (v)   The amendment of the "Limitation on Incurrence of Indebtedness"
                covenant (Section 4.09 of the Indenture) to reduce the
                Consolidated Interest Coverage Ratio, which under the Indenture
                is calculated on a pro forma basis for the debt to be incurred
                for the preceding four full quarters (the "Debt Test"), from 2.5
                to 1.0 to 2.0 to 1.0.


                                II.  DISCUSSION

1.  PURCHASE OFFER
    --------------

          The Purchase Offer is hereby made by Chatwins to Securityholders of
record on November 19, 1999 that consent to all the amendments and waivers
                                            ---
described herein subject to the following three conditions:

          (i)   Chatwins must receive consents to all the amendments and
                                                  ---
                waivers of the Indenture covenants and Defaults described herein
                from a majority of the outstanding principal amount of
                Securities which is required for the amendments and waivers to
                become effective;

          (ii)  the Purchase Offer must be accepted as to at least $25 million
                in principal amount of the Securities; and

          (iii) New Reunion must have consummated the New Credit Facility which
                is required to consummate the Purchase Offer.

          If these conditions are met and more than $25 million principal amount
of Securities consent to the amendments and waivers and accept the Purchase
Offer, Chatwins will purchase the tendered Securities pro rata.

          The Purchase Offer will begin on the date hereof and will terminate on
the latest of (i) December 3, 1999, (ii) the date Chatwins receives consents
from a majority of the outstanding principal amount of Securities to all the
amendments and waivers of the Indenture covenants and Defaults described herein
and (iii) the date on which Chatwins notifies Securityholders that the Purchase
Offer is terminated because New Reunion will not be able to consummate the New
Credit Facility.  Please see the instructions beginning on page 10 below on how
to accept the Purchase Offer and indicate your consent to the amendments and
waivers described herein.

          If Chatwins obtains the requisite consents to the amendments and
waivers described herein and New Reunion is unable to consummate the New Credit
Facility necessary to consummate the Purchase Offer, the consents received by
Chatwins will become void and the amendments and waivers will not become
effective under the Indenture.

                                       3
<PAGE>

          If the conditions to the Merger are satisfied or waived and the Merger
is consummated, upon the Merger New Reunion will assume the obligations of the
Indenture as contemplated by Section 5.01 of the Indenture.

2.  INDENTURE PROVISIONS REGARDING WAIVERS UNDER THE INDENTURE
    ----------------------------------------------------------

          Pursuant to Section 9.02 of the Indenture, the Indenture may be
amended and any existing Default or Event of Default or compliance with any
provision or consequences of the foregoing may be waived with the written
consent of Securityholders holding a majority of aggregate principal amount of
the Securities then outstanding.  Pursuant to Section 9.04(a) of the Indenture,
an amendment or waiver becomes effective upon receipt by the Trustee of (i) an
Officer's Certificate from Chatwins certifying that Securityholders have
consented to such amendment or waiver in respect of the requisite principal
amount and (ii) evidence that the amendment or waiver has been approved by
Securityholders in respect of the requisite principal amount of Securities.
Pursuant to Section 9.04(c) of the Indenture, after an amendment or waiver
becomes effective it will bind every Securityholder and shall also bind every
subsequent Securityholder if notice of such amendment or waiver is reflected on
the Securities that evidence the same debt as the consenting Securityholder's
Securities.

          In addition, pursuant to Section 6.04 of the Indenture,
Securityholders holding at least a majority in aggregate principal amount of the
Securities then outstanding may, by providing notice to the Trustee, waive as to
all Securityholders any past or existing Default except for a continuing Default
in the payment of principal and certain other continuing payment Defaults
enumerated in Section 6.04 of the Indenture.  Upon any such waiver, the Defaults
shall cease to exist, and any Event of Default arising therefrom shall be deemed
to have been cured for every purpose of the Indenture.

3.  MERGER WITH REUNION
    -------------------

          Pursuant to the Amended and Restated Merger Agreement, from and after
the Merger New Reunion will possess all of the assets, rights, privileges,
powers and franchises of Chatwins and be subject to all of the liabilities,
restrictions, disabilities and duties of Chatwins including those arising under
the Indenture.

          The Merger will be consummated on the earliest practicable date after
all of the conditions thereto have been waived or satisfied, including the
approval of the Amended and Restated Merger Agreement by Reunion's stockholders.
The Amended and Restated Merger Agreement has been approved by the requisite
vote of Chatwins' Board of Directors and shareholders and by Reunion's Board of
Directors.  Chatwins and Reunion anticipate that the Closing Date for the Merger
will be December 17, 1999, although there can be no assurances that the Merger
will be consummated by that time or at all.  The Merger will become effective
immediately upon the filing of a Certificate of Merger in accordance with the
Delaware General Corporation Law (the "Effective Time").

          At the Effective Time, the shares of common stock of Chatwins issued
and outstanding and held by the stockholders of Chatwins on the Closing Date
will be automatically converted into the right to receive shares of common stock
of Reunion

                                       4
<PAGE>

("Reunion Common Stock"), plus cash in lieu of any fractional share interests.
The aggregate number of shares of Reunion Common Stock that will be issued to
Chatwins' stockholders in connection with the Merger will be 9,500,000 shares
plus up to an additional 500,000 shares if certain Chatwins business units
achieve specified performance goals in 2000. Said 9,500,000 shares will
represent 79.2% of the voting power of New Reunion.

          A copy of the Reunion Proxy Statement/Prospectus in respect of the
Merger is enclosed herein for your reference.  The Reunion Proxy
Statement/Prospectus contains extensive disclosures about Chatwins and Reunion
and the transactions described herein and Chatwins urges Securityholders to read
the Reunion Proxy Statement/Prospectus carefully to obtain a more complete
description of the terms of the Merger and the other transactions described
herein.

          Pursuant to Section 5.01 of the Indenture, Chatwins may merge with or
into any Person if, at the time and giving effect thereto:

         (1)  the Person surviving such merger is a corporation organized and
              existing under the laws of the United States;

         (2)  the Person surviving such merger assumes by supplemental
              indenture, subject to approval by the Trustee, all the obligations
              of Chatwins under the Securities and the Indenture and assumes the
              obligations of Chatwins under the Purchase Agreement, the Exchange
              and Registration Rights Agreement and the Securities Pledge
              Agreement;

         (3)  immediately prior to and after giving effect to such merger, no
              Default or Event of Default under the Indenture shall have
              occurred and be continuing; and

         (4)  the Person surviving such merger (A) shall have a Consolidated Net
              Worth immediately after the merger, but prior to any purchase
              accounting adjustments resulting from the merger, not less than
              the Consolidated Net Worth of Chatwins immediately prior to the
              merger; and (B) shall satisfy the Debt Test under Section 4.09 of
              the Indenture.

          New Reunion will satisfy the requirements of paragraphs (1), (2) and
(4)(A) of Section 5.01 of the Indenture.

          Chatwins and New Reunion are unable to satisfy the requirements of
paragraph (3) of Section 5.01 of the Indenture because of the continuing
Defaults under the Indenture, more fully described below.  Upon the consent of a
majority of outstanding principal amount of Securities to waive these two
Defaults as requested herein, no Default or Event of Default will be continuing
immediately prior to or after giving effect to the Merger and Chatwins and
Reunion will be entitled to proceed with the Merger under Section 5.01 of the
Indenture.

                                       5
<PAGE>

          Chatwins and New Reunion are unable to satisfy the requirements of
paragraph (4)(B) of Section 5.01 of the Indenture because New Reunion will not
be able to satisfy the Debt Test upon consummation of the Merger.  Therefore,
Section 5.01(4)(B) must be waived before Chatwins and Reunion can proceed with
the Merger.

4.  EXISTING DEFAULTS
    -----------------

          Chatwins previously notified the Trustee and the Securityholders on
June 5, 1998 of two continuing Defaults under the Indenture.  In May of 1998,
Chatwins executed a joint venture agreement pursuant to which it contributed
$100,000 to Suzhou Grating Co., Ltd., a fiberglass reinforced plastic grating
manufacturer located in China (the "Investment").  The Investment is not one of
the Investments specifically permitted by Section 4.16(vii) of the Indenture
and, therefore, it constitutes a Default pursuant to Section 6.01(4) of the
Indenture (the "Investment Default").

          Also in May of 1998, Charles E. Bradley, Sr., the Chairman of the
Board of Directors of Chatwins, transferred all of his shares of the common
stock of Chatwins (the "Bradley Shares") to the Charles E. Bradley Family
Limited Partnership (the "FLP"), of which Mr. Bradley is the general partner.
The FLP executed a Counterpart of the Securities Pledge Agreement, dated as of
May 1, 1993, as amended (the "Pledge Agreement"), made by Mr. Bradley, John G.
Poole and Chatwins, in favor of the Trustee, as Collateral Agent for and
representative of the Securityholders.  The FLP retains title to the Bradley
Shares but has granted voting control of the Bradley Shares to Stanwich
Partners, Inc., a Delaware corporation, which in turn has granted voting control
over the Bradley Shares to John G. Poole.  Upon the Merger, the voting control
of the Bradley Shares will become vested in Kimball Bradley, the son of Charles
E. Bradley Sr.  Kimball Bradley is Senior Vice President of Chatwins and will
become Executive Vice President of Operations of New Reunion following the
Merger.  Because Charles E. Bradley Sr. no longer has sole voting power over the
Shares, a breach of Section 7(a) of the Pledge Agreement occurred, is continuing
and will continue after the Merger.  A breach of the Pledge Agreement
constitutes a Default under Section 6.01(4) of the Indenture (the "Pledge
Default").

          A Default under Section 6.01(4) of the Indenture will become an "Event
of Default" only if the Trustee or Securityholders holding at least 25% of the
principal amount of the Securities then outstanding notify Chatwins and the
Trustee of the Default and Chatwins does not cure the Default within 30 days of
such notice.  As of the date hereof, Chatwins has not received such notice from
the Trustee or the Securityholders regarding either the Investment Default or
the Pledge Default.

          Because the Merger would be prohibited under Section 5.01(3) of the
Indenture if there were a continuing Default or Event of Default immediately
prior to or after giving effect to the Merger, the Investment Default and the
Pledge Default must be waived before Chatwins and Reunion can proceed with the
Merger.


                                       6
<PAGE>

5.  THE NEW CREDIT FACILITY
    -----------------------

          As stated above, upon the Merger, New Reunion will assume the
obligations of the Indenture as required by Section 5.01 thereof.  In order to
consummate the Purchase Offer and the Kingway Acquisition and to refinance
certain indebtedness of Chatwins, Reunion and Kingway, Bank of America,
Chatwins' lender under its existing $40 million Revolving Credit Facility
secured by Chatwins' accounts receivable and inventory, has agreed to enter into
a new credit facility (the "New Credit Facility") with New Reunion.  The New
Credit Facility will have two components:  (i) a $42 million revolving credit
facility that upon the Merger will become the Revolving Credit Facility as
defined in the Indenture; and (ii) a term loan facility consisting of one or
more term loans of up to a maximum aggregate principal amount of $33 million at
any time outstanding (including Hedging Obligations with respect thereto in a
notional amount not exceeding $20 million) that may be borrowed at various times
during the life of the New Credit Facility (the "Term Loan Facility").  A
condition of the New Credit Facility is that the entire New Credit Facility be
secured by a first priority lien on substantially all of the existing and
subsequently acquired assets of New Reunion including the fixed assets of
Reunion, Chatwins and Kingway (the "Blanket Lien").

          The Blanket Lien is prohibited by Section 4.12 of the Indenture which
states that Chatwins (and New Reunion) will not create any Lien (other than
Permitted Liens) upon any of its assets unless the Securities are equally and
ratably secured by such assets.  Because (i) the Blanket Lien is not a Permitted
Lien to the extent it extends to assets other than accounts receivable and
inventory and (ii) the Securities will not be equally and ratably secured by the
Blanket Lien, Section 4.12 of the Indenture must be waived before New Reunion
can proceed with the New Credit Facility.

          In addition, the Term Loan Facility is prohibited by Section 4.09 of
the Indenture which states that Chatwins (and New Reunion) may not incur any
Indebtedness (other than Permitted Indebtedness) unless it satisfies the Debt
Test.  Because the Term Loan Facility is not Permitted Indebtedness and New
Reunion will not be able to satisfy the Debt Test when the first borrowings are
made under the Term Loan Facility upon the effective date of the Merger, Section
4.09 must be waived before New Reunion can proceed with the New Credit Facility.
Because New Reunion will require the liquidity to be provided by subsequent
borrowings under the Term Loan Facility and it is not certain that New Reunion
will satisfy the Debt Test when such borrowings are required, Section 4.09 must
also be waived for all such subsequent borrowings but limited always to a
maximum aggregate principal amount of $33 million outstanding under the Term
Loan Facility at any time.

6.  KINGWAY ACQUISITION
    -------------------

          New Reunion proposes to acquire Kingway.  Kingway is currently owned
by certain officers and directors of Chatwins and Reunion.  In the Kingway
Acquisition, New Reunion proposes to: (i) issue shares of New Reunion's
preferred stock in exchange for shares of Kingway preferred stock which were
issued by Kingway to Stanwich Financial Services Corp. ("Stanwich Financial")
when Kingway was initially capitalized by


                                       7
<PAGE>

the current owners of Kingway upon their original acquisition of Kingway; (ii)
assume approximately $4.0 million of Kingway indebtedness owing to Stanwich
Financial which was incurred or replaced indebtedness that was incurred in
connection with the original acquisition of Kingway by the current owners of
Kingway (the "Assumed Affiliate Indebtedness"); and (iii) use the proceeds of
the New Credit Facility to either buy the assets of Kingway for up to $7.0
million or buy the common stock of Kingway for $100,000, repay $6.2 million of
Kingway indebtedness owing to third parties and repay $700,000 of Kingway
indebtedness owing to Stanwich Financial.

          According to Section 1.01 of the Indenture, the current owners of
Kingway and Stanwich Financial may be deemed to be "Affiliates" of New Reunion.
Pursuant to Section 4.11 of the Indenture, New Reunion would be prohibited from
entering into a transaction with Affiliates of New Reunion unless (a) the
transaction is fair to New Reunion and on terms that are no less favorable to
New Reunion than would be available in a comparable transaction with an
unrelated third party; and (b) (i) if the transaction involves aggregate
payments in excess of $300,000, the Board of Directors of New Reunion adopts a
unanimous resolution certifying that such transaction complies with clause (a)
above, and (ii) if the transaction involves aggregate payments equal to or
greater than $3 million, New Reunion receives a written opinion of a nationally
recognized investment bank that such transaction is fair to New Reunion from a
financial point of view.

          Management of Chatwins and Reunion believe that the terms of the
Kingway Acquisition are not less favorable to Chatwins and New Reunion than
terms that would likely be negotiated with an unaffiliated third party in a
similar transaction.  Because the Kingway Acquisition involves aggregate
payments exceeding $300,000, before consummating the Kingway Acquisition New
Reunion will obtain a unanimous resolution from the Board of Directors of New
Reunion certifying that the terms of the Kingway Acquisition are not less
favorable to New Reunion than terms it would likely negotiate with an
unaffiliated third party in a similar transaction.  Because the Kingway
Acquisition involves aggregate payments exceeding $3 million, before
consummating the Kingway Acquisition, New Reunion will obtain an opinion from a
qualifying investment bank that the transaction is fair to New Reunion from a
financial point of view.

          In addition, New Reunion cannot assume the Assumed Affiliate
Indebtedness in the Kingway Acquisition unless it satisfies the Debt Test
pursuant to Section 4.09 of the Indenture.  New Reunion will not satisfy the
Debt Test upon assumption of the Assumed Affiliate Indebtedness.  Therefore,
Section 4.09 of the Indenture must be waived before New Reunion can proceed with
the Kingway Acquisition.

7.  AMENDMENT OF DEBT TEST
    ----------------------

          As noted above, pursuant to Section 4.09 of the Indenture, Chatwins
cannot create, incur, assume, guarantee or otherwise become directly or
indirectly liable for payment of any Indebtedness, other than Permitted
Indebtedness, unless it satisfies the Debt Test.  Pursuant to the Indenture, the
Debt Test (i.e., the Consolidated Interest Coverage Ratio) has increased over
time as follows:  (i) the Consolidated Interest Coverage


                                       8
<PAGE>

Ratio was originally 2.0 to 1.0 for the period from the date of original
issuance of the Securities through April 30, 1996, (ii) the Consolidated
Interest Coverage Ratio increased to 2.25 to 1.0 for the period May 1, 1996
through April 30, 1999 and (iii) the Consolidated Interest Coverage Ratio
increased to 2.50 to 1.0 thereafter. Chatwins desires to reduce the Consolidated
Interest Coverage Ratio to the original ratio of 2.0 to 1.0.

          Therefore, Chatwins is requesting that Section 4.09 of the Indenture
be amended so that the Consolidated Interest Coverage Ratio is permanently
reduced to 2.0 to 1.0.

ACTION REQUESTED
----------------

          If you wish to accept the Purchase Offer by consenting and agreeing to
the amendments and waivers of the Indenture covenants and Defaults as more fully
described above, please indicate your acceptance, consent and agreement in the
space provided on one of the separately enclosed pink copies of pages 11-12
hereof.  Then return the pink page to Chatwins via facsimile at (412) 885-5512
(Attention: Russell S. Carolus) and send the executed original to Chatwins via
overnight courier addressed as follows:  Chatwins Group, Inc., 300 Weyman Plaza,
Suite 340, Pittsburgh, PA, 15236, Attention: Russell S. Carolus.

          If you do not have independent authority to consent and agree in
respect of the Securities you hold as a Participant at DTC you should distribute
a copy of this document to your customers or affiliates and obtain from them
whatever authorization you require in respect of such consent and agreement.

          If all the conditions precedent to the Purchase Offer as described
above are satisfied or waived, Chatwins will coordinate with the Trustee on
behalf of Securityholders that have timely consented to all the requested
                                                        ---
amendments and waivers regarding the procedures to consummate the Purchase
Offer.

          ONLY SECURITYHOLDERS THAT CONSENT TO ALL THE AMENDMENTS AND WAIVERS
                                               ---
REQUESTED HEREBY BY DECEMBER 3, 1999 AT 5:00 P.M. EASTERN STANDARD TIME WILL
ENSURE THAT THEY ARE ENTITLED TO PARTICIPATE IN THE PURCHASE OFFER AND TO SELL
SECURITIES TO CHATWINS PURSUANT THERETO.

FURTHER INFORMATION
-------------------

          If you have any questions regarding this Notice, please contact
Russell S. Carolus, Vice President of Chatwins or John M. Froehlich, Chief
Financial Officer of Chatwins at (412) 885-5501.

                                    #  #  #

This Notice contains certain forward-looking statements made pursuant to the
U.S. Private Securities Litigation Reform Act of 1995.  In particular,
statements with regard to Chatwins', Reunion's and New Reunion's intentions with
respect to consummation of the Purchase Offer, the New Credit Facility, the
Kingway Acquisition and the Merger are forward looking in nature.  By their
nature forward looking statements involve risks and


                                       9
<PAGE>

uncertainties that could cause actual results to differ materially from those
expressed or implied by the forward looking statements. Information and factors
that could cause actual results to differ materially in addition to those
discussed in this Notice and Reunion's Proxy Statement/Prospectus enclosed
herewith are included in the periodic reports of Chatwins and Reunion on file
with the U.S. Securities and Exchange Commission. The forward looking statements
included in this Notice represent Chatwins' best judgment as of the date hereof
based in part on preliminary information and discussions with third parties and
certain assumptions which management believes to be reasonable. Chatwins
disclaims any obligation to update these forward-looking statements.

                                    #  #  #


                                      10
<PAGE>

                                                                     Exhibit B-2
                                                                     -----------

TO:       HOLDERS OF SENIOR NOTES

FROM:     Chatwins Group, Inc.

DATE:     November 24, 1999

RE:       Amendment of November 19, 1999 Consent Solicitation and
          Offer To Purchase Senior Notes
          ------------------------------

ISSUER:       Chatwins Group, Inc. ("Chatwins")

SECURITIES:   13% Senior Notes of Chatwins due 2003 (the "Securities") issued
              under the Indenture, dated as of May 1, 1993, between Chatwins and
              State Street Bank and Trust Company, as successor Trustee to First
              National Bank of Boston, as amended (the "Indenture").

AMENDMENT
OF PURCHASE
 OFFER:       By notice dated November 19, 1999 Chatwins announced its
              conditional offer to purchase $25 million principal amount of
              Securities at ninety-eight percent (98%) of par (the "Purchase
              Offer") from those Securityholders of record on November 19, 1999
              who consent and agree to the amendments and waivers under the
              Indenture that were described in and solicited pursuant to the
              November 19, 1999 notice.  CHATWINS HEREBY AMENDS THE PURCHASE
              OFFER TO BE AN OFFER TO PURCHASE AT PAR.  All other terms and
              provisions of the Purchase Offer and the consent solicitation as
              stated in the November 19, 1999 notice remain in effect without
              change and all references therein to the "Purchase Offer" shall
              mean the Purchase Offer as amended hereby.

              Accordingly, as was previously the case, only those
              Securityholders who consent and agree to all the requested
                                                       ---
              amendments and waivers will be entitled to have their Securities
              purchased in the Purchase Offer.

              The Purchase Offer remains conditioned upon (i) Chatwins receiving
              all the requested amendments and waivers from a majority of the
              ---
              outstanding principal amount of Securities, (ii) the Purchase
              Offer being accepted as to at least $25 million principal amount
              of the Securities, and (iii) New Reunion (as defined in the
              November 19 notice) consummating the financing necessary to
              consummate the Purchase Offer.  If more than $25 million of
              Securities are tendered in the Purchase Offer, the tendered
              Securities will be purchased pro rata.
ACTION
REQUESTED:    As stated in the November 19, 1999 notice, the Purchase Offer
              can be closed by Chatwins as early as December 3, 1999. To ensure
              that you

                                      11
<PAGE>

              will be entitled to have your Securities purchased pursuant to
              the Purchase Offer in consideration of your consent to all the
                                                                     ---
              amendments and waivers of the Indenture covenants and defaults
              solicited by the November 19, 1999 notice, your properly executed
              consent and agreement to the requested amendments and waivers and
              acceptance of the Purchase Offer (attached as pages 10-11 of the
              November 19 notice) must be received by Chatwins no later than
              December 3, 1999 at 5:00 p.m. Eastern Standard Time.

ADDITIONAL
INFORMATION:  See the November 19, 1999 Notice of Offer To Purchase Senior Notes
              and Consent Solicitation previously distributed.



                                      12