<PAGE>
                                                                    Exhibit 10.2

                               AMENDMENT NO. 1 TO
                AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT




                                  June 10, 2002



Weirton Steel Corporation
400 Three Springs Drive
Weirton, West Virginia 26062
Attention:  Mark E. Kaplan

Ladies and Gentlemen:

                  Reference is made to the Amended and Restated Loan and
Security Agreement dated as of May 3, 2002 by and among Weirton Steel
Corporation ("Borrower"), the lenders from time to time party thereto (the
"Lenders"), Fleet Capital Corporation, individually as a Lender, and as agent
for the Lenders (the "Agent"), Foothill Capital Corporation, individually as a
Lender, and as Syndication Agent for the Lenders, The CIT Group/Business Credit,
Inc., individually as a Lender, and as a Documentation Agent for the Lenders,
GMAC Business Credit, LLC, individually as a Lender, and as a Documentation
Agent for the Lenders and Fleet Securities, Inc., as lead arranger (the "Loan
Agreement"). Unless otherwise defined herein, capitalized terms used herein
shall have the meanings provided to such terms in the Loan Agreement.

                  Borrower has requested that Majority Lenders agree to amend
the Loan Agreement in order to permit the Borrower to (a) include a financing
transaction (in addition to a sale and leaseback) within the definitions of the
terms PERMITTED GO TRANSACTION and PERMITTED RD TRANSACTION and (b) sell certain
allowances available to Borrower in respect of nitrogen oxide emissions.
Majority Lenders have agreed to the foregoing, on the terms and conditions set
forth herein. Therefore, Majority Lenders hereby agree as follows:

                  1. AMENDMENTS. The Loan Agreement is hereby amended as
follows:

                  (a) Subsection 8.2.3(x) of the Loan Agreement is hereby
amended and restated in its entirety, as follows:

                  "(x) Capitalized Lease Obligations or Indebtedness for Money
         Borrowed incurred in connection with a Permitted GO Transaction and/or
         a Permitted RD Transaction;"



<PAGE>

                  (b) Subsections 8.2.9(viii), (ix), (x), (xi) and (xii) of the
Loan Agreement are hereby amended and restated in their entirety, as follows:

                  "(viii) the disposition of the GO Facility in connection with
         a Permitted GO Transaction that involves a sale and leaseback;

                  (ix) the disposition of the RD Facility in connection with a
         Permitted RD Transaction that involves a sale and leaseback;

                  (x) the disposition of Borrower's CMS Assets in connection
         with a Permitted CMS Transaction;

                  (xi) the disposition of up to 1500 nitrogen oxide emissions
         allowances at fair market value and in compliance with applicable laws,
         during the period commencing on the date hereof and ending on August
         31, 2002, so long as the cash proceeds thereof are promptly delivered
         to Agent for application against the then outstanding principal balance
         of the Revolving Credit Loans; and

                  (xii) other dispositions expressly authorized by this
         Agreement."

                  (c) The definition of the term PERMITTED GO TRANSACTION
contained in Appendix A to the Loan Agreement is hereby amended and restated in
its entirety, as follows:

                  "PERMITTED GO TRANSACTION - either (i) a sale by Borrower of
         the GO Facility to one or more Persons and the lease of such facility
         by Borrower giving rise to a Capitalized Lease Obligation, so long as
         (a) such sale is for fair market value, (b) the terms of such sale and
         lease are commercially reasonable and customary for transactions of
         that type at the time of consummation thereof, (c) the lessor delivers
         to Agent a landlord's agreement with respect to the GO Facility in form
         and substance reasonably acceptable to Agent, (d) no Event of Default
         is then in existence and (e) the net cash proceeds of such sale are
         promptly delivered to Agent for application against the
         then-outstanding principal balance of the Revolving Credit Loans or
         (ii) another type of financing transaction pursuant to which Borrower
         incurs Indebtedness for Money Borrowed, so long as (a) such
         Indebtedness is secured solely by the GO Facility and the
         Transportation Equipment, (b) the terms of such financing transaction
         are commercially reasonable and customary for transactions of that type
         at the time of consummation thereof, (c) the Person providing such
         financing delivers to Agent a mortgagee's waiver agreement with respect
         to the GO Facility in form and substance satisfactory to the Agent, (d)
         no Event of Default is then in existence and (e) the net cash proceeds
         of such transaction are promptly delivered to Agent for application
         against the then-outstanding principal balance of the Revolving Credit
         Loans."



                                      -2-
<PAGE>

                  (d) The definition of the term PERMITTED RD TRANSACTION
contained in Appendix A to the Loan Agreement is hereby amended and restated in
its entirety, as follows:

                  "PERMITTED RD TRANSACTION - either (i) a sale by Borrower of
         the RD Facility to one or more Persons and, the lease of such facility
         by Borrower giving rise to a Capitalized Lease Obligation, so long as
         (a) such sale is for fair market value, (b) the terms of such sale and
         lease, if any, are commercially reasonable and customary for
         transactions of that type at the time of the consummation thereof, (c)
         if applicable, the lessor delivers to Agent a landlord's agreement with
         respect to the RD Facility in form and substance reasonably acceptable
         to Agent, (d) no Event of Default is then in existence and (e) the net
         cash proceeds of such sale are promptly delivered to Agent for
         application against the then-outstanding principal balance of the
         Revolving Credit Loans or (ii) another type of financing transaction
         pursuant to which Borrower incurs Indebtedness for Money Borrowed, so
         long as (a) such Indebtedness is secured solely by the RD Facility and
         the Transportation Equipment, (b) the terms of such financing
         transaction are commercially reasonable and customary for transactions
         of that type at the time of consummation thereof, (c) the Person
         providing such financing delivers to Agent a mortgagee's waiver
         agreement with respect to the RD Facility in form and substance
         satisfactory to the Agent, (d) no Event of Default is then in existence
         and (e) the net cash proceeds of such transaction are promptly
         delivered to Agent for application against the then-outstanding
         principal balance of the Revolving Credit Loans."

                  2. REPRESENTATIONS AND WARRANTIES. Borrower hereby represents
and warrants to Lenders that after giving effect to the transactions
contemplated hereby:

                  (a) there is no Default or Event of Default currently in
         existence; and

                  (b) the representations and warranties of Borrower contained
         in the Loan Agreement, as amended hereby, and the other Loan Documents,
         are true and correct in all material respects as of the date hereof,
         with the same effect as though made on the date hereof, except to the
         extent that such representations and warranties expressly relate to an
         earlier date, in which case such representations and warranties are
         true and correct in all material respects as of such earlier date.

                  3. CONDITION TO EFFECTIVENESS. This Amendment No. 1 to Amended
and Restated Loan and Security Agreement (the "Amendment") shall be effective
upon the execution hereof by Majority Lenders, acceptance hereof by Borrower,
and delivery hereof to Agent on or before June __, 2002.

                  4. SCOPE. Except as expressly amended by this Amendment, the
terms of the Loan Agreement shall remain in full force and effect as executed.

                  5. COUNTERPARTS. This Amendment and all other documents and
agreements provided for herein or delivered or to be delivered hereunder or in
connection


                                      -3-
<PAGE>

herewith may be executed in any number of counterparts, and by the
parties hereto and/or thereto on the same or separate counterparts, and each
such counterpart, when executed and delivered, shall be deemed an original, but
all such counterparts shall together constitute but one and the same agreement
or document, as applicable.

                            [SIGNATURE PAGE FOLLOWS]




                                      -4-
<PAGE>


                                Very truly yours,

                                FLEET CAPITAL CORPORATION,
                                  as Agent and as a Lender


                                By /s/ Tom Karlov
                                   ---------------------------------------------
                                Title Senior Vice President
                                      ------------------------------------------

                                Revolving Loan Commitment:  $50,000,000

                                FOOTHILL CAPITAL CORPORATION,
                                  as Syndication Agent and as a Lender


                                By /s/ Eileen Quinn
                                   ---------------------------------------------
                                Title Vice President
                                      ------------------------------------------

                                Revolving Loan Commitment:  $50,000,000

                                THE CIT GROUP/BUSINESS CREDIT, INC.,
                                  as a Documentation Agent and as a Lender


                                By
                                   ---------------------------------------------
                                Title
                                      ------------------------------------------

                                Revolving Loan Commitment:  $50,000,000



                                      -5-
<PAGE>

                                GMAC BUSINESS CREDIT, LLC,
                                  as a Documentation Agent and as a Lender


                                By /s/ George Grieco
                                   ---------------------------------------------
                                Title Director
                                      ------------------------------------------

                                Revolving Loan Commitment:  $35,000,000

                                TRANSAMERICA BUSINESS
                                  CAPITAL CORPORATION, as a Lender


                                By /s/ Jim Lemperis
                                   ---------------------------------------------
                                Title Vice President
                                      ------------------------------------------

                                Revolving Loan Commitment:  $15,000,000



Acknowledged and agreed to as of
this 10th day of June, 2002.
WEIRTON STEEL CORPORATION


By /s/ Mark E. Kaplan
   ---------------------------------
Its Senior Vice President of Finance and Administration
    ---------------------------------------------------



                                      -6-