<PAGE>
                                                                    Exhibit 10.1

               --------------------------------------------------

                            WEIRTON STEEL CORPORATION

               --------------------------------------------------


               ==================================================

                              AMENDED AND RESTATED
                           LOAN AND SECURITY AGREEMENT

                            Dated: As of May 3, 2002

                                  $200,000,000
               ==================================================


               --------------------------------------------------

                            FLEET CAPITAL CORPORATION
                INDIVIDUALLY AND AS AGENT FOR ANY LENDER WHICH IS
                           OR BECOMES A PARTY HERETO,

                          FOOTHILL CAPITAL CORPORATION
                     INDIVIDUALLY AND AS SYNDICATION AGENT,

                       THE CIT GROUP/BUSINESS CREDIT, INC.
                   INDIVIDUALLY AND AS A DOCUMENTATION AGENT,

                            GMAC BUSINESS CREDIT, LLC
                    INDIVIDUALLY AND AS A DOCUMENTATION AGENT

                                       AND

                             FLEET SECURITIES, INC.
                                AS LEAD ARRANGER

               --------------------------------------------------


<PAGE>



                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                                Page
                                                                                                                ----

<S>                                                                                                              <C>
SECTION 1.  CREDIT FACILITY.......................................................................................1
   1.1.      Loans................................................................................................1
   1.2.      Letters of Credit; LC Guaranties.....................................................................3
   1.3.      Tandem Mill Subfacility..............................................................................4
   1.4.      Effect of Amendment and Restatement..................................................................4

SECTION 2.  INTEREST, FEES AND CHARGES............................................................................4
   2.1.      Interest.............................................................................................4
   2.2.      Computation of Interest and Fees.....................................................................5
   2.3.      Fee Letters..........................................................................................5
   2.4.      Letter of Credit and LC Guaranty Fees................................................................5
   2.5.      Unused Line Fee......................................................................................6
   2.6.      Facility Reduction/Termination.......................................................................6
   2.7.      Audit Fees...........................................................................................6
   2.8.      Reimbursement of Expenses............................................................................7
   2.9.      Bank Charges.........................................................................................7
   2.10.     Collateral Protection Expenses; Appraisals...........................................................7
   2.11.     Payment of Charges...................................................................................8
   2.12.     No Deductions........................................................................................8

SECTION 3.  LOAN ADMINISTRATION...................................................................................8
   3.1.      Manner of Borrowing Revolving Credit Loans/LIBOR Option..............................................8
   3.2.      Payments............................................................................................11
   3.3.      Optional Reductions/Prepayments.....................................................................13
   3.4.      Application of Payments and Collections.............................................................16
   3.5.      All Loans to Constitute One Obligation..............................................................16
   3.6.      Loan Account........................................................................................16
   3.7.      Statements of Account...............................................................................17
   3.8.      Increased Costs.....................................................................................17
   3.9.      Basis for Determining Interest Rate Inadequate......................................................18
   3.10.     Sharing of Payments, Etc............................................................................19
   3.11.     Estoppel Certificate................................................................................19

SECTION 4.  TERM AND TERMINATION.................................................................................19
   4.1.      Term of Agreement...................................................................................19
   4.2.      Termination.........................................................................................19

SECTION 5.  SECURITY INTERESTS...................................................................................20
   5.1.      Security Interest in Collateral.....................................................................20
   5.2.      Intentionally Omitted...............................................................................21
</TABLE>

                                      -i-

<PAGE>
<TABLE>

<S>                                                                                                             <C>
   5.3.      Lien Perfection; Further Assurances.................................................................21
   5.4.      Lien on Realty......................................................................................22

SECTION 6.  COLLATERAL ADMINISTRATION............................................................................22
   6.1.      General.............................................................................................22
   6.2.      Administration of Accounts..........................................................................23
   6.3.      Administration of Inventory.........................................................................25
   6.4.      Records and Schedules of Equipment..................................................................25
   6.5.      Payment of Charges..................................................................................26

SECTION 7.  REPRESENTATIONS AND WARRANTIES.......................................................................26
   7.1.      General Representations and Warranties..............................................................26
   7.2.      Continuous Nature of Representations and Warranties.................................................33
   7.3.      Survival of Representations and Warranties..........................................................34

SECTION 8.  COVENANTS  AND  CONTINUING  AGREEMENTS...............................................................34
   8.1.      Affirmative Covenants...............................................................................34
   8.2.      Negative Covenants..................................................................................37

SECTION 9.  CONDITIONS PRECEDENT.................................................................................45
   9.1.      Conditions to Effectiveness of this Agreement.......................................................45
   9.2.      Conditions to Future Advances.......................................................................46

SECTION 10.  EVENTS OF DEFAULT; RIGHTS AND REMEDIES ON DEFAULT...................................................47
   10.1.     Events of Default...................................................................................47
   10.2.     Acceleration of the Obligations.....................................................................49
   10.3.     Other Remedies......................................................................................50
   10.4.     Set Off and Sharing of Payments.....................................................................51
   10.5.     Remedies Cumulative; No Waiver......................................................................52

SECTION 11.  THE AGENT...........................................................................................52
   11.1.     Authorization and Action............................................................................52
   11.2.     Agent's Reliance, Etc...............................................................................53
   11.3.     Fleet and Affiliates................................................................................54
   11.4.     Lender Credit Decision..............................................................................54
   11.5.     Indemnification.....................................................................................54
   11.6.     Rights and Remedies to be Exercised by Agent Only...................................................55
   11.7.     Agency Provisions Relating to Collateral............................................................55
   11.8.     Agent's Right to Purchase Commitments...............................................................56
   11.9.     Right of Sale, Assignment, Participations...........................................................56
   11.10.    Amendment...........................................................................................58
   11.11.    Agent's Limited Call Right..........................................................................58
   11.12.    Resignation of Agent; Appointment of Successor......................................................59
   11.13.    Syndication Agent and Documentation Agents..........................................................59
</TABLE>

                                      -ii

<PAGE>
<TABLE>

<S>     <C>                                                                                                     <C>
SECTION 12.  MISCELLANEOUS.......................................................................................59
   12.1.     Power of Attorney...................................................................................59
   12.2.     Indemnity...........................................................................................60
   12.3.     Sale of Interest....................................................................................61
   12.4.     Severability........................................................................................61
   12.5.     Successors and Assigns..............................................................................61
   12.6.     Cumulative Effect; Conflict of Terms................................................................61
   12.7.     Execution in Counterparts...........................................................................61
   12.8.     Notice..............................................................................................61
   12.9.     Consent.............................................................................................62
   12.10.    Credit Inquiries....................................................................................63
   12.11.    Time of Essence.....................................................................................63
   12.12.    Entire Agreement....................................................................................63
   12.13.    Interpretation......................................................................................63
   12.14.    Confidentiality.....................................................................................63
   12.15.    GOVERNING LAW; CONSENT TO FORUM.....................................................................63
   12.16.    WAIVERS BY BORROWER.................................................................................64
   12.17.    Advertisement.......................................................................................65
</TABLE>



                                     -iii-

<PAGE>



                              AMENDED AND RESTATED
                           LOAN AND SECURITY AGREEMENT


                  THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is made
as of this 3rd day of May, 2002, by and among FLEET CAPITAL CORPORATION
("Fleet"), a Rhode Island corporation with an office at One South Wacker Drive,
Suite 1400, Chicago, Illinois 60606, individually as a Lender and as Agent
("Agent") for itself and any other financial institution which is or becomes a
party hereto (each such financial institution, including Fleet, is referred to
hereinafter individually as a "Lender" and collectively as the "Lenders"),
FOOTHILL CAPITAL CORPORATION, a California corporation with an office at 2450
Colorado Avenue, Suite 3000 West, Santa Monica, California 90404, individually
as a Lender and as Syndication Agent for itself and the Lenders, THE CIT
GROUP/BUSINESS CREDIT, INC., a New York corporation with an office at 10 South
LaSalle Street, 22nd Floor, Chicago, Illinois 60603, individually as a lender
and as a Documentation Agent for itself and the Lenders, GMAC BUSINESS CREDIT,
LLC, a Delaware limited liability company with an office at 461 Fifth Avenue,
21st Floor, New York, New York 10017, individually as a lender and as a
Documentation Agent for itself and the Lenders, the LENDERS and WEIRTON STEEL
CORPORATION, a Delaware corporation with its principal executive office at 400
Three Springs Drive, Weirton, West Virginia 26062 ("Borrower"). Capitalized
terms used in this Agreement have the meanings assigned to them in Appendix A,
General Definitions. Accounting terms not otherwise specifically defined herein
shall be construed in accordance with GAAP consistently applied. This Agreement
shall become effective on the Effective Date, and, at such time, shall amend,
restate, supercede and replace in its entirety that certain Loan and Security
Agreement dated as of October 26, 2001, as amended or otherwise modified through
the date hereof, by and among Agent, Syndication Agent, each Documentation
Agent, Lenders and Borrower (the "Original Loan Agreement"). Until the Effective
Date, this Agreement shall have no force or effect and the Original Loan
Agreement shall remain in full force and effect. If the Effective Date does not
occur on or before June 30, 2002 this Agreement shall be null and void.

                           SECTION 1. CREDIT FACILITY

                  Subject to the terms and conditions of, and in reliance upon
the representations and warranties made in, this Agreement and the other Loan
Documents, Lenders agree to make a Total Credit Facility of up to $200,000,000
available upon Borrower's request therefor, as follows:

                  1.1. LOANS.

                  1.1.1. REVOLVING CREDIT LOANS. Each Lender agrees, severally
         and not jointly, for so long as no Default or Event of Default exists,
         to make Revolving Credit Loans to Borrower from time to time during the
         period from the date hereof to but not including the last day of the
         Term, as requested by Borrower in the manner set forth in subsection
         3.1.1 hereof, up to a maximum principal amount at any time outstanding
         equal to the lesser of (i) such Lender's Revolving Loan Commitment
         MINUS the

<PAGE>

         product of such Lender's Revolving Loan Percentage and the LC Amount
         MINUS the product of such Lender's Revolving Loan Percentage and
         reserves, if any or (ii) the product of such Lender's Revolving Loan
         Percentage and an amount equal to the Borrowing Base at such time MINUS
         the LC Amount MINUS reserves, if any. Agent shall have the right to
         establish reserves in such amounts, and with respect to such matters,
         as Agent shall deem necessary or appropriate in its judgment, against
         the amount of Revolving Credit Loans which Borrower may otherwise
         request under this subsection 1.1.1, including without limitation with
         respect to (i) price adjustments, damages, unearned discounts, returned
         products or other matters for which credit memoranda are issued in the
         ordinary course of Borrower's business; (ii) potential dilution related
         to Accounts; (iii) shrinkage and obsolescence of Borrower's Inventory;
         (iv) slow moving, damaged or defective Inventory; (v) other sums
         chargeable against Borrower's Loan Account as Revolving Credit Loans
         under any section of this Agreement; (vi) amounts owing by Borrower to
         any Person to the extent secured by a Lien on, or trust over, any
         Property of Borrower; (vii) accrued and unpaid interest in respect of
         the Senior Notes and the Indebtedness under the City Loan Agreement
         outstanding on the date of completion of the Permitted Note Exchange
         Offer and accruing thereafter; (viii) accrued and unpaid interest to be
         paid in cash in respect of the Exchange Instruments (which reserve
         shall be adjusted on a monthly basis); (ix) amounts that may be owing
         by Borrower in connection with Product Obligations; and (x) such other
         specific events, conditions or contingencies as to which Agent, in its
         reasonable credit judgment, determines reserves should be established
         from time to time hereunder. Notwithstanding the foregoing, Agent shall
         not establish any reserves in respect of any matters relating to any
         items of Collateral that have been taken into account in determining
         Eligible Inventory or Eligible Accounts, as applicable. The Revolving
         Credit Loans shall be repayable in accordance with the terms of the
         Revolving Notes and shall be secured by all of the Collateral. The
         Revolving Credit Loans may be repaid and reborrowed without penalty,
         subject to the provisions of subsection 3.2.5.

         1.1.2. INTENTIONALLY OMITTED.

                  1.1.3. USE OF PROCEEDS. The Revolving Credit Loans shall be
         used solely for Borrower's general operating capital needs in a manner
         consistent with the provisions of this Agreement and all applicable
         laws, and for other purposes permitted under this Agreement.

         1.1.4. COLLATERAL PROTECTION LOANS. Upon the occurrence and during the
         continuance of an Event of Default, Agent, in its sole discretion, may
         make Revolving Credit Loans, in an aggregate amount not to exceed
         $7,000,000, if Agent deems that such Revolving Credit Loans are
         necessary to protect all or any portion of the Collateral (hereinafter,
         "Collateral Protection Loans"). Each Lender shall be obligated to
         advance its Revolving Loan Percentage of each Collateral Protection
         Loan. If Collateral Protection Loans are made pursuant to the preceding
         sentence, then (a) the Borrowing Base shall be deemed increased by the
         amount of such permitted Collateral Protection Loans, but only for so
         long as Agent allows such


                                      -2-
<PAGE>

         Collateral Protection Loans to be outstanding, and (b) all Lenders that
         have committed to make Revolving Credit Loans shall be bound to make,
         or permit to remain outstanding, such Collateral Protection Loans based
         upon their Revolving Loan Percentages in accordance with the terms of
         this Agreement. In no event shall Agent make Collateral Protection
         Loans under this subsection 1.1.4 to the extent such Collateral
         Protection Loans would cause a Lender's share of the Revolving Credit
         Loans (inclusive of such Collateral Protection Loans) to exceed such
         Lender's Revolving Loan Commitment MINUS the product of such Lender's
         Revolving Loan Percentage and the LC Amount MINUS the product of such
         Lender's Revolving Loan Percentage and reserves, if any.

                  1.1.5. SWINGLINE LOANS. In order to reduce the frequency of
         transfers of funds from Lenders to Agent for making Revolving Credit
         Loans and for so long as no Default or Event of Default exists, Agent
         shall be permitted (but not required) to make Revolving Credit Loans to
         Borrower upon request by Borrower (such Revolving Credit Loans to be
         designated as "Swingline Loans") provided that the aggregate amount of
         Swingline Loans outstanding at any time will not (i) exceed
         $10,000,000; (ii) when added to the principal amount of all other
         Revolving Credit Loans then outstanding PLUS the LC Amount, exceed the
         total Revolving Credit Commitments of all Lenders; or (iii) when added
         to the principal amount of all other Revolving Credit Loans then
         outstanding PLUS the LC Amount PLUS reserves, if any, exceed the
         Borrowing Base. Within the foregoing limits, Borrower may borrow, repay
         and reborrow Swingline Loans. All Swingline Loans shall be treated as
         Revolving Credit Loans for purposes of this Agreement, except that all
         Swingline Loans shall be Base Rate Portions. Lenders shall reimburse
         Agent for their pro rata portions of the Swingline Loans on a weekly
         (or more frequently, as determined by Agent in its sole discretion)
         basis, in accordance with their respective Revolving Loan Percentages.

                  1.2. LETTERS OF CREDIT; LC GUARANTIES.

                  Agent agrees, for so long as no Default or Event of Default
exists and if requested by Borrower, to (i) issue its, or cause to be issued by
Bank or another Affiliate of Agent, on the date requested by Borrower, Letters
of Credit for the account of Borrower or (ii) execute LC Guaranties by which
Agent, Bank, or another Affiliate of Lender, on the date requested by Borrower,
shall guaranty the payment or performance by Borrower of its reimbursement
obligations with respect to Letters of Credit and standby letters of credit
issued for Borrower's account by other Persons in support of Borrower's
obligations (other than obligations for the repayment of Money Borrowed);
PROVIDED that the LC Amount shall not exceed $25,000,000 at any time. No Letter
of Credit or LC Guaranty may have an expiration date after the 30th day prior to
the last day of the Term. Notwithstanding anything to the contrary contained
herein, Borrower, Agent and Lenders hereby agree that all LC Obligations and all
obligations of Borrower relating thereto shall be satisfied by the prompt
issuance of one or more Revolving Credit Loans that are Base Rate Portions,
which Borrower hereby acknowledges are requested and Lenders hereby agree to
fund. In the event that Revolving Credit Loans are not, for any reason, promptly
made to satisfy all then existing LC Obligations,


                                      -3-
<PAGE>

each Lender hereby agrees to pay to Agent, on demand, an amount equal to such LC
Obligations MULTIPLIED BY such Lender's Revolving Loan Percentage, and until so
paid, such amount shall be secured by the Collateral and shall bear interest and
be payable at the same rate and in the same manner as Base Rate Portions.
Immediately upon the issuance of a Letter of Credit or an LC Guaranty under this
Agreement, each Lender shall be deemed to have irrevocably and unconditionally
purchased and received from Agent, without recourse or warranty, an undivided
interest and participation therein equal to such LC Obligations MULTIPLIED BY
such Lender's Revolving Loan Percentage.

                  1.3. TANDEM MILL SUBFACILITY.

                  Each Lender severally made a loan (collectively, the "Tandem
Mill Subfacility") to Borrower on the Original Closing Date, in the aggregate
principal amount of $25,000,000, which is repayable in accordance with the terms
of the Tandem Mill Subfacility Loan Notes and is secured by all of the
Collateral. On the Effective Date, Borrower shall be deemed to have borrowed
Revolving Credit Loans pursuant to subsection 1.1.1 in an aggregate amount
sufficient to repay in full the Tandem Mill Subfacility, at which time the
Tandem Mill Subfacility shall terminate. Each Lender shall promptly thereafter
transmit its original Tandem Mill Subfacility Loan Note to Agent for
cancellation and return to Borrower.

                  1.4. EFFECT OF AMENDMENT AND RESTATEMENT.

                  On the Effective Date, the indebtedness and other liabilities
of Borrower previously governed by the Original Loan Agreement, except to the
extent provided in Section 1.3 with respect to the Tandem Mill Subfacility on
the Effective Date, shall continue in full force and effect, but shall be
governed by the terms and conditions set forth in this Agreement. Such
liabilities, together with any and all additional liabilities incurred by
Borrower hereunder or under any of the other Loan Documents, shall continue to
be secured by, among other things, the Collateral, whether now existing or
hereafter acquired and wheresoever located, all as more specifically set forth
herein and in the Security Documents. Borrower hereby reaffirms its obligations,
liabilities, grants of security interests, pledges and the validity of all
covenants by Borrower contained in any and all Security Documents. The execution
and delivery of this Agreement shall not constitute a novation or repayment of
the indebtedness outstanding under the Original Loan Agreement. Borrower hereby
acknowledges and agrees that on and after the Effective Date any and all
references in any Loan Documents to the Original Loan Agreement shall be deemed
to be amended to refer to this Agreement. Borrower hereby reaffirms its
obligations, liabilities and indebtedness arising under each of the Loan
Documents existing on the date hereof, in each case after giving effect to the
provisions of the preceding sentence.

                      SECTION 2. INTEREST, FEES AND CHARGES

                  2.1.     INTEREST.

                  2.1.1. RATES OF INTEREST. Interest shall accrue on the
         principal amount of the Base Rate Portions outstanding at the end of
         each day at a fluctuating rate per annum equal to the Applicable Margin
         then in effect PLUS the Base Rate. Said rate of interest


                                      -4-
<PAGE>

         shall increase or decrease by an amount equal to any increase or
         decrease in the Base Rate, effective as of the opening of business on
         the day that any such change in the Base Rate occurs. If Borrower
         exercises its LIBOR Option as provided in Section 3.1, interest shall
         accrue on the principal amount of the LIBOR Portions outstanding at the
         end of each day at a rate per annum equal to the Applicable Margin then
         in effect PLUS the LIBOR applicable to each LIBOR Portion for the
         corresponding Interest Period.

                  2.1.2. DEFAULT RATE OF INTEREST. At the option of Agent or the
         Majority Lenders, upon and after the occurrence of an Event of Default,
         and during the continuation thereof, the principal amount of all Loans
         shall bear interest at a rate per annum equal to 2.0% PLUS the interest
         rate otherwise applicable thereto (the "Default Rate").

                  2.1.3. MAXIMUM INTEREST. In no event whatsoever shall the
         aggregate of all amounts deemed interest hereunder or under the Notes
         and charged or collected pursuant to the terms of this Agreement or
         pursuant to the Notes exceed the highest rate permissible under any law
         which a court of competent jurisdiction shall, in a final
         determination, deem applicable hereto (the "Maximum Rate"). If at any
         time, the amount of interest paid hereunder is limited by the Maximum
         Rate, and the amount at which interest accrues hereunder is
         subsequently below the Maximum Rate, the rate at which interest accrues
         hereunder shall remain at the Maximum Rate, until such time as the
         aggregate interest paid hereunder equals the amount of interest that
         would have been paid had the Maximum Rate not applied. If any
         provisions of this Agreement or the Notes are in contravention of any
         such law, such provisions shall be deemed amended to conform thereto.

                  2.2. COMPUTATION OF INTEREST AND FEES.

                  Interest, Letter of Credit and LC Guaranty fees and Unused
Line Fees hereunder shall be calculated daily and shall be computed on the
actual number of days elapsed over a year of 360 days.

                  2.3. FEE LETTERS.

                  Borrower shall pay to Agent certain fees and other amounts in
accordance with the terms of the two fee letters between Borrower and Agent (the
"Fee Letters").

                  2.4. LETTER OF CREDIT AND LC GUARANTY FEES.

                  Borrower shall pay to Agent for standby Letters of Credit and
LC Guaranties of standby letter of credit, for the ratable benefit of Lenders, a
per annum fee equal to the Applicable Margin then in effect for LIBOR Portions,
of the aggregate face amount of such Letters of Credit and LC Guaranties
outstanding from time to time during the term of this Agreement, PLUS all normal
and customary charges associated with the issuance thereof, which fees and
charges shall be deemed fully earned upon issuance of each such Letter of Credit
or LC


                                      -5-
<PAGE>

Guaranty, shall be due and payable on the first Business Day of each month and
shall not be subject to rebate or proration upon the termination of this
Agreement for any reason. Notwithstanding the foregoing, of the fee described
above, a portion thereof equal to .25% per annum shall be payable to the issuer
of the Letter of Credit or LC Guaranty as applicable, and the balance shall be
retained, ratably, by the Lenders.

                  2.5. UNUSED LINE FEE.

                  Borrower shall pay to Agent, for the ratable benefit of
Lenders, a per annum fee (the "Unused Line Fee") equal to .50% multiplied by the
average daily amount by which $200,000,000 exceeds the sum of (i) the
outstanding principal balance of the Loans PLUS (ii) the LC Amount; provided,
that for purposes of allocating the Unused Line Fee among Lenders, outstanding
Swingline Loans shall not be included as part of the outstanding principal
balance of the Loans for purposes of calculating such fees owed to Lenders other
than Agent). The Unused Line Fee shall be payable monthly in arrears on the
first day of each month hereafter.

                  2.6. FACILITY REDUCTION/TERMINATION.

                  If, prior to the second anniversary of the Original Closing
Date, (i) Borrower elects to terminate this Agreement, (ii) the Revolving Loan
Commitments are otherwise terminated or (iii) Borrower makes optional reductions
of the Revolving Loan Commitments pursuant to the provisions of subsection 3.3.1
in an aggregate amount in excess of $20,000,000, Borrower shall pay to Agent,
for the ratable benefit of Lenders (in addition to any other amounts due and
owing pursuant to this Agreement, including amounts due and owing pursuant to
the provisions of subsection 3.2.5), an amount equal to 2% of the Total Credit
Facility if any of such events occurs on or before the first anniversary of the
Original Closing Date and 1% of the Total Credit Facility if any of such events
occurs after the first anniversary of the Original Closing Date and on or before
the second anniversary of the Original Closing Date.

                  2.7. AUDIT FEES.

                  Borrower shall pay to Agent audit fees in accordance with
Agent's schedule of fees in effect from time to time in connection with audits
of the books and records and Properties of Borrower and its Subsidiaries and
such other matters as Agent shall deem appropriate in its judgment, plus all
reasonable out-of-pocket expenses incurred by Agent in connection with such
audits, whether such audits are conducted by employees of Agent or by third
parties hired by Agent. As of the Closing Date, Agent is charging audit fees at
a rate equal to $750 per auditor work day, plus all reasonable out-of-pocket
expenses. Such audit fees and out-of-pocket expenses shall be payable
immediately upon demand therefor by Agent from time to time. Agent may, in its
discretion, provide for the payment of such amounts by making appropriate
Revolving Credit Loans to Borrower and charging Borrower's Loan Account
therefor.


                                      -6-
<PAGE>

                  2.8. REIMBURSEMENT OF EXPENSES.

                  If, at any time or times regardless of whether or not an Event
of Default then exists, (i) Agent incurs reasonable legal or accounting expenses
or any other reasonable costs or out-of-pocket expenses in connection with (1)
the negotiation and preparation of this Agreement or any of the other Loan
Documents, any amendment of or modification of this Agreement or any of the
other Loan Documents, or any syndication or attempted syndication of the
Obligations (including, without limitation, printing and distribution of
materials to prospective Lenders and all costs associated with bank meetings,
but excluding any closing fees paid to Lenders in connection therewith) or (2)
the administration of this Agreement or any of the other Loan Documents and the
transactions contemplated hereby and thereby; or (ii) Agent or any Lender incurs
legal or accounting expenses or any other costs or out-of-pocket expenses in
connection with (1) any litigation, contest, dispute, suit, proceeding or action
(whether instituted by Agent, any Lender, Borrower or any other Person) relating
to the Collateral, this Agreement or any of the other Loan Documents or
Borrower's, any of its Subsidiaries' or any Guarantor's affairs; (2) any attempt
to enforce any rights of Agent or any Lender against Borrower or any other
Person which may be obligated to Agent or any Lender by virtue of this Agreement
or any of the other Loan Documents, including, without limitation, the Account
Debtors; or (3) any attempt to inspect, verify, protect, preserve, restore,
collect, sell, liquidate or otherwise dispose of or realize upon the Collateral;
then all such legal and accounting expenses, other costs and out of pocket
expenses of Agent or any Lender, as applicable, shall be charged to Borrower;
PROVIDED, that Borrower shall not be responsible for such costs and
out-of-pocket expenses to the extent incurred because of the gross negligence or
willful misconduct of Agent or any Lender. All amounts chargeable to Borrower
under this Section 2.8 shall be Obligations secured by all of the Collateral,
shall be payable on demand to Agent or such Lender, as the case may be, and
shall bear interest from the date such demand is made until paid in full at the
rate applicable to Base Rate Portions from time to time. Borrower shall also
reimburse Agent for expenses incurred by Agent in its administration of the
Collateral to the extent and in the manner provided in Sections 2.9 and 2.10
hereof.

                  2.9. BANK CHARGES.

                  Borrower shall pay to Agent, on demand, any and all fees,
costs or expenses which Agent or any Lender pays to a bank or other similar
institution arising out of or in connection with (i) the forwarding to Borrower
or any other Person on behalf of Borrower, by Agent or any Lender, of proceeds
of Loans made to Borrower pursuant to this Agreement and (ii) the depositing for
collection by Agent or any Lender of any check or item of payment received or
delivered to Agent or any Lender on account of the Obligations.

                  2.10. COLLATERAL PROTECTION EXPENSES; APPRAISALS.

                  All out-of-pocket expenses incurred in protecting, storing,
warehousing, insuring, handling, maintaining and shipping the Collateral, and
any and all excise, property, sales, and use taxes imposed by any state,
federal, or local authority on any of the Collateral or in respect of the sale
thereof shall be borne and paid by Borrower. If Borrower fails to promptly pay
any portion thereof when due, Agent may, at its option, but shall not be
required to, pay the same



                                      -7-
<PAGE>

and charge Borrower therefor. Additionally, from time to time, Agent may, at
Borrower's expense, obtain appraisals from appraisers (who may be personnel of
Agent), stating the then current fair market value of all or any portion of the
real estate or personal property of Borrower or any of its Subsidiaries.
Borrower acknowledges that as of the Closing Date, Agent intends to obtain new
appraisals of Borrower's Inventory at least four times annually.

                  2.11. PAYMENT OF CHARGES.

                  All amounts chargeable to Borrower under this Agreement shall
be Obligations secured by all of the Collateral, shall be, unless specifically
otherwise provided, payable on demand and shall bear interest from the date
demand was made or such amount is due, as applicable, until paid in full at the
rate applicable to Base Rate Portions from time to time.

                  2.12. NO DEDUCTIONS.

                  Any and all payments or reimbursements made hereunder shall be
made free and clear of and without deduction for any and all taxes, levies,
imposts, deductions, charges or withholdings, and all liabilities with respect
thereto; excluding, however, the following: taxes imposed on the income of Agent
or any Lender or franchise taxes by the jurisdiction under the laws of which
Agent or any Lender is organized or doing business or any political subdivision
thereof and taxes imposed on its income by the jurisdiction of Agent's or such
Lender's applicable lending office or any political subdivision thereof or
franchise taxes (all such taxes, levies, imposts, deductions, charges or
withholdings and all liabilities with respect thereto excluding such taxes
imposed on net income, herein "Tax Liabilities"). If Borrower shall be required
by law to deduct any such Tax Liabilities from or in respect of any sum payable
hereunder to Agent or any Lender, then the sum payable hereunder shall be
increased as may be necessary so that, after all required deductions are made,
Agent or such Lender receives an amount equal to the sum it would have received
had no such deductions been made.

                         SECTION 3. LOAN ADMINISTRATION.

                  3.1. MANNER OF BORROWING REVOLVING CREDIT LOANS/LIBOR OPTION.

                  Borrowings under the credit facility established pursuant to
Section 1 hereof shall be as follows:

                  3.1.1. LOAN REQUESTS. A request for a Revolving Credit Loan
          (including without limitation a Swingline Loan) shall be made, or
          shall be deemed to be made, in the following manner: (i) Borrower may
          give Agent notice of its intention to borrow, in which notice Borrower
          shall specify the amount of the proposed borrowing and the proposed
          borrowing date, no later than 11:00 a.m. (Chicago, Illinois time) on
          the proposed borrowing date (or in accordance with subsection 3.1.7,
          3.1.8 or 3.1.9, as applicable, in the case of a request for a LIBOR
          Portion), PROVIDED, however, that no such request may be made at a
          time when there exists a Default or an Event of Default; and (ii) the
          becoming due of any amount required to be paid under this Agreement,
          or the Notes, whether as interest or for any other Obligation, shall
          be


                                      -8-
<PAGE>

         deemed irrevocably to be a request for a Revolving Credit Loan on the
         due date in the amount required to pay such interest or other
         Obligation.

                  3.1.2. DISBURSEMENT. Borrower hereby irrevocably authorizes
         Agent to disburse the proceeds of each Revolving Credit Loan requested,
         or deemed to be requested, pursuant to subsection 3.1.1 as follows: (i)
         the proceeds of each Revolving Credit Loan requested under subsection
         3.1.1(i) shall be disbursed by Agent in lawful money of the United
         States of America in immediately available funds, in the case of the
         initial borrowing, in accordance with the terms of the written
         disbursement letter from Borrower, and in the case of each subsequent
         borrowing, by wire transfer to such bank account as may be agreed upon
         by Borrower and Agent from time to time or elsewhere if pursuant to a
         written direction from Borrower; and (ii) the proceeds of each
         Revolving Credit Loan deemed requested under subsection 3.1.1(ii) shall
         be disbursed by Agent by way of direct payment of the relevant interest
         or other Obligation. If at any time a Revolving Credit Loan is funded
         by Agent or Lenders in excess of the amount requested or deemed
         requested by Borrower, Borrower agrees to repay the excess to Agent
         immediately upon the earlier to occur of (a) Borrower's discovery of
         the error and (b) notice thereof to Borrower from Agent or any Lender.

                  3.1.3. PAYMENT BY LENDERS. Agent shall give to each Lender
         prompt written notice by facsimile, telex or cable of the receipt by
         Agent from Borrower of any request for a Revolving Credit Loan. Each
         such notice shall specify the requested date and amount of such
         Revolving Credit Loan, whether such Revolving Credit Loan shall be
         subject to the LIBOR Option, and the amount of each Lender's advance
         thereunder (in accordance with its applicable Revolving Loan
         Percentage). Each Lender shall, not later than 12:00 p.m. (Chicago
         time) on such requested date, wire to a bank designated by Agent the
         amount of that Lender's Revolving Loan Percentage of the requested
         Revolving Credit Loan. The failure of any Lender to make the Revolving
         Credit Loans to be made by it shall not release any other Lender of its
         obligations hereunder to make its Revolving Credit Loan. Neither Agent
         nor any other Lender shall be responsible for the failure of any other
         Lender to make the Revolving Credit Loan to be made by such other
         Lender. The foregoing notwithstanding, Agent, in its sole discretion,
         may from its own funds make a Revolving Credit Loan on behalf of any
         Lender. In such event, the Lender on behalf of whom Agent made the
         Revolving Credit Loan shall reimburse Agent for the amount of such
         Revolving Credit Loan made on its behalf, on a weekly (or more
         frequent, as determined by Agent in its sole discretion) basis. On each
         such settlement date, Agent will pay to each Lender the net amount
         owing to such Lender in connection with such settlement, including
         without limitation amounts relating to Loans, fees, interest and other
         amounts payable hereunder. Swingline Loans will be settled between
         Agent and Lenders at the same time as other Revolving Credit Loans. The
         entire amount of interest attributable to each Revolving Credit Loan
         (including Swingline Loans) for the period from the date on which such
         Revolving Credit Loan was made by Agent on such Lender's behalf until
         Agent is reimbursed by such Lender, shall be paid to Agent for its own
         account.


                                      -9-
<PAGE>

                  3.1.4. AUTHORIZATION. Borrower hereby irrevocably authorizes
         Agent, in Agent's sole discretion, to advance to Borrower, and to
         charge to Borrower's Loan Account hereunder as a Revolving Credit Loan
         (which shall be a Base Rate Portion), a sum sufficient to pay all
         interest accrued on the Obligations during the immediately preceding
         month and to pay all fees, costs and expenses and other Obligations at
         any time owed by Borrower to Agent or any Lender hereunder.

                  3.1.5. LETTER OF CREDIT AND LC GUARANTY REQUESTS. A request
         for a Letter of Credit or LC Guaranty shall be made in the following
         manner: Borrower may give Agent and Bank a written notice of its
         request for the issuance of a Letter of Credit or LC Guaranty, not
         later than 11:00 a.m. (Chicago, Illinois time), one Business Day before
         the proposed issuance date thereof, in which notice Borrower shall
         specify the proposed issuer, issuance date and format and wording for
         the Letter of Credit or LC Guaranty being requested (which shall be
         satisfactory to Agent and the Person being asked to issue such Letter
         of Credit or LC Guaranty); PROVIDED, that no such request may be made
         at a time when there exists a Default or Event of Default. Such request
         shall be accompanied by an executed application and reimbursement
         agreement in form and substance satisfactory to Agent and the Person
         being asked to issue the Letter of Credit or LC Guaranty, as well as
         any required resolutions.

                  3.1.6. METHOD OF MAKING REQUESTS. As an accommodation to
         Borrower, unless a Default or an Event of Default is then in existence,
         (i) Agent shall permit telephonic or electronic requests for Revolving
         Credit Loans to Agent, (ii) Agent and Bank may, in their discretion,
         permit electronic transmittal of requests for Letters of Credit and LC
         Guaranties to them, and (iii) Agent may, in Agent's discretion, permit
         electronic transmittal of instructions, authorizations, agreements or
         reports to Agent. Unless Borrower specifically directs Agent or Bank in
         writing not to accept or act upon telephonic or electronic
         communications from Borrower, neither Agent nor Bank shall have any
         liability to Borrower for any loss or damage suffered by Borrower as a
         result of Agent's or Bank's honoring of any requests, execution of any
         instructions, authorizations or agreements or reliance on any reports
         communicated to it telephonically or electronically and purporting to
         have been sent to Agent or Bank by Borrower, and neither Agent nor Bank
         shall have any duty to verify the origin of any such communication or
         the authority of the Person sending it. Each telephonic request for a
         Revolving Credit Loan, Letter of Credit or LC Guaranty accepted by
         Agent and Bank, if applicable, hereunder shall be promptly followed by
         a written confirmation of such request from Borrower to Lender and
         Bank, if applicable.

                  3.1.7. LIBOR PORTIONS. Notwithstanding the provisions of
         subsection 3.1.1, and provided that as of both the date of the LIBOR
         Request and the first day of the Interest Period, no Default or Event
         of Default exists, in the event Borrower desires to obtain a LIBOR
         Portion, Borrower shall give Agent a LIBOR Request no later than 11:00
         a.m. (Chicago, Illinois time) on the third Business Day prior to the
         requested borrowing date. Each LIBOR Request shall be irrevocable and
         binding on Borrower. In no event shall Borrower be permitted to have
         outstanding at any one time LIBOR Portions with more than five (5)
         different Interest Periods.


                                      -10-
<PAGE>

                  3.1.8. CONVERSION OF BASE RATE PORTIONS. Provided that as of
         both the date of the LIBOR Request and the first day of the Interest
         Period, no Default or Event of Default exists, Borrower may, on any
         Business Day, convert any Base Rate Portion into a LIBOR Portion. If
         Borrower desires to convert a Base Rate Portion, Borrower shall give
         Agent a LIBOR Request no later then 11:00 a.m. (Chicago, Illinois time)
         on the third Business Day prior to the requested conversion date. After
         giving effect to any conversion of Base Rate Portions to LIBOR
         Portions, Borrower shall not be permitted to have outstanding at any
         one time LIBOR Portions with more than five (5) different Interest
         Periods.

                  3.1.9. CONTINUATION OF LIBOR PORTIONS. Provided that as of
         both the date of the LIBOR Request and the first day of the Interest
         Period, no Default or Event of Default exists, Borrower may, on any
         Business Day, continue any LIBOR Portions into a subsequent Interest
         Period of the same or a different permitted duration. If Borrower
         desires to continue a LIBOR Portion, Borrower shall give Agent a LIBOR
         Request no later than 11:00 a.m. (Chicago, Illinois time) on the third
         Business Day prior to the requested continuation date. After giving
         effect to any continuation of LIBOR Portions, Borrower shall not be
         permitted to have outstanding at any one time separate LIBOR Portions
         with more than five (5) different Interest Periods. If Borrower shall
         fail to give timely notice of its election to continue any LIBOR
         Portion or portion thereof as provided above, or if such continuation
         shall not be permitted, such LIBOR Portion or portion thereof, unless
         such LIBOR Portion shall be repaid, shall automatically be converted
         into a Base Rate Portion at the end of the Interest Period then in
         effect with respect to such LIBOR Portion.

                  3.1.10. INABILITY TO MAKE LIBOR PORTIONS. Notwithstanding any
         other provision hereof, if any applicable law, treaty, regulation or
         directive, or any change therein or in the interpretation or
         application thereof, shall make it unlawful for any Lender (for
         purposes of this subsection 3.1.10, the term "Lender" shall include the
         office or branch where such Lender or any corporation or bank then
         controlling such Lender makes or maintains any LIBOR Portions) to make
         or maintain its LIBOR Portions, or if with respect to any Interest
         Period, Agent is unable to determine the LIBOR relating thereto, or
         adverse or unusual conditions in, or changes in applicable law relating
         to, the London interbank market make it, in the reasonable judgment of
         Agent, impracticable to fund therein any of the LIBOR Portions, or make
         the projected LIBOR unreflective of the actual costs of funds therefor
         to any Lender, the obligation of Agent and Lenders to make or continue
         LIBOR Portions or convert Base Rate Portions to LIBOR Portions
         hereunder shall forthwith be suspended during the pendency of such
         circumstances and Borrower shall, if any affected LIBOR Portions are
         then outstanding, promptly upon request from Agent, convert such
         affected LIBOR Portions into Base Rate Portions.

                  3.2. PAYMENTS.

                  Except where evidenced by notes or other instruments issued or
made by Borrower to any Lender and accepted by such Lender specifically
containing payment


                                      -11-
<PAGE>

instructions that are in conflict with this Section 3.2 (in which case the
conflicting provisions of said notes or other instruments shall govern and
control), the Obligations shall be payable as follows:

                  3.2.1. PRINCIPAL.

                         (i) REVOLVING CREDIT LOANS. Principal on account of
                  Revolving Credit Loans shall be payable by Borrower to Agent
                  for the ratable benefit of Lenders immediately upon the
                  earliest of (i) the receipt by Agent or Borrower of any
                  proceeds of any of the Collateral (except as otherwise
                  provided herein), including without limitation pursuant to (a)
                  subsection 6.2.4, to the extent of said proceeds, subject to
                  Borrower's rights to reborrow such amounts in compliance with
                  subsection 1.1.1 hereof and (b) subsection 3.3.2, to the
                  extent of said proceeds, subject to the provisions thereof
                  regarding the possible reborrowing of such proceeds, the
                  possible pledging of such proceeds or the possible permanent
                  reduction of the Revolving Loan Commitments; (ii) the
                  occurrence of an Event of Default in consequence of which
                  Agent or Majority Lenders elect to accelerate the maturity and
                  payment of the Obligations, or (iii) termination of this
                  Agreement pursuant to Section 4 hereof. Each payment
                  (including principal prepayment) by Borrower on account of
                  principal of the Revolving Credit Loans shall be applied first
                  to Base Rate Portions and then to LIBOR Portions.

                         (ii) INTENTIONALLY OMITTED.

                         (iii) OVERADVANCES. If an Overadvance shall exist at
                  any time, Borrower shall, on demand, repay the Overadvance.

                         3.2.2. INTEREST.

                         (i) BASE RATE PORTION. Interest accrued on Base Rate
                  Portions shall be due and payable on the earliest of (1) the
                  first calendar day of each month (for the immediately
                  preceding month), computed through the last calendar day of
                  the preceding month, (2) the occurrence of an Event of Default
                  in consequence of which Agent or Majority Lenders elect to
                  accelerate the maturity and payment of the Obligations or (3)
                  termination of this Agreement pursuant to Section 4 hereof.

                         (ii) LIBOR PORTION. Interest accrued on each LIBOR
                  Portion shall be due and payable on each LIBOR Interest
                  Payment Date and on the earlier of (1) the occurrence of an
                  Event of Default in consequence of which Agent or Majority
                  Lenders elect to accelerate the maturity and payment of the
                  Obligations or (2) termination of this Agreement pursuant to
                  Section 4 hereof.

                  3.2.3. COSTS, FEES AND CHARGES. Costs, fees and charges
         payable pursuant to this Agreement shall be payable by Borrower to
         Agent, as and when provided in


                                      -12-
<PAGE>

         Section 2 or Section 3 hereof, as applicable to Agent or a Lender, as
         applicable, or to any other Person designated by Agent or such Lender
         in writing.

                  3.2.4. OTHER OBLIGATIONS. The balance of the Obligations
         requiring the payment of money, if any, shall be payable by Borrower to
         Agent for distribution to Lenders, as appropriate, as and when provided
         in this Agreement, the Other Agreements or the Security Documents, or
         on demand, whichever is later.

                  3.2.5. PREPAYMENT OF/FAILURE TO BORROW LIBOR PORTIONS.
         Borrower may prepay a LIBOR Portion only upon at least three (3)
         Business Days prior written notice to Agent (which notice shall be
         irrevocable). Borrower shall pay to each Lender, upon request of such
         Lender, such amount or amounts as shall be sufficient (in the
         reasonable opinion of such Lender) to compensate such Lender for any
         loss, cost, or expense incurred as a result of: (i) any payment of a
         LIBOR Portion on a date other than the last day of the Interest Period
         for such LIBOR Portion; (ii) any failure by Borrower to borrow a LIBOR
         Portion on the date specified by Borrower's LIBOR Request; or (iii) any
         failure by Borrower to pay a LIBOR Portion on the date for payment
         specified in Borrower's written notice. Without limiting the foregoing,
         Borrower shall pay to each Lender a "yield maintenance fee" in an
         amount computed as follows: the current rate for United States Treasury
         securities (bills on a discounted basis shall be converted to a bond
         equivalent) with a maturity date closest to the Interest Period chosen
         pursuant to the LIBOR Portion as to which the prepayment is made, shall
         be subtracted from the LIBOR in effect at the time of prepayment. If
         the result is zero or a negative number, there shall be no yield
         maintenance fee. If the result is a positive number, then the resulting
         percentage shall be multiplied by the amount of the principal balance
         being prepaid. The resulting amount shall be divided by 360 and
         multiplied by the number of days remaining in the Interest Period
         chosen pursuant to the LIBOR Portion as to which the prepayment is
         made. Said amount shall be reduced to present value calculated by using
         the above referenced United States Treasury securities rate and the
         number of days remaining in the term chosen pursuant to the LIBOR
         Portion as to which prepayment is made. The resulting amount shall be
         the yield maintenance fee due to the applicable Lender upon the
         prepayment of a LIBOR Portion. If by reason of an Event of Default,
         Agent or Majority Lenders elect to declare the Obligations to be
         immediately due and payable, then any yield maintenance fee with
         respect to a LIBOR Portion shall become due and payable in the same
         manner as though Borrower had exercised such right of prepayment.

                  3.3. OPTIONAL REDUCTIONS/PREPAYMENTS.

                  3.3.1. OPTIONAL REDUCTIONS OF REVOLVING LOAN COMMITMENTS.
         Borrower may, at its option from time to time upon not less than three
         (3) Business Days' prior written notice to Agent, terminate in whole or
         permanently reduce ratably in part, the unused portion of the Revolving
         Loan Commitments, provided, however, that each such partial reduction
         shall be in an amount of $5,000,000 or integral multiples of $500,000
         in excess thereof. Except for charges under subsection 3.2.5 applicable
         to


                                      -13-
<PAGE>

         prepayments of LIBOR Portions and except for charges under Section 2.6
         applicable to a termination or reduction of the Revolving Loan
         Commitments, such reductions shall be without premium or penalty.

                  3.3.2. MANDATORY PREPAYMENTS. If Borrower or one of its
         Subsidiaries sells or finances any of the Collateral, or if any of the
         Collateral is lost, damaged, destroyed or taken by condemnation,
         Borrower shall, unless otherwise agreed by all Lenders, pay to Agent
         for the ratable benefit of Lenders, as and when received by Borrower or
         such Subsidiary and as a mandatory prepayment of the Loans, as herein
         provided, a sum equal to the proceeds (including insurance and
         condemnation payments, but net of costs and taxes incurred in
         connection with such event) received by Borrower or such Subsidiary for
         such sale, financing, loss, damage, destruction or condemnation. To the
         extent that the Collateral sold, financed, leased, lost, damaged,
         destroyed or condemned consists of Accounts, Inventory or other
         Property which is not "Collateral," as defined in the Exchange
         Intercreditor Agreement, the applicable prepayment shall be applied to
         reduce the outstanding principal balance of the Revolving Credit Loans,
         but shall not permanently reduce the Revolving Loan Commitments. To the
         extent that the Collateral sold, financed, leased, lost, damaged,
         destroyed, or condemned consists of Tandem Mill Collateral, Hot Mill
         Collateral, Tin Mill Collateral, or other Property which is
         "Collateral" as defined in the Exchange Intercreditor Agreement, the
         amount of such prepayment shall be as set forth in the Exchange
         Intercreditor Agreement, such prepayment will be applied to reduce the
         outstanding principal balance of the Revolving Credit Loans and, to the
         extent set forth below, such prepayment shall permanently reduce the
         Revolving Loan Commitments:

                         (i) in the case of an Approved Sale, by an amount equal
                  to the Net Cash Proceeds of such Approved Sale required by the
                  terms of Majority Lenders' consent to such transaction (if
                  required) to be paid to Agent and applied to the Revolving
                  Credit Loans;

                         (ii) in the case of an Approved Sale and Leaseback not
                  related to the Tandem Mill Collateral, by an amount equal to
                  the Net Cash Proceeds of such Approved Sale and Leaseback
                  required by the terms of Majority Lenders' consent to such
                  transaction (if required) to be paid to Agent and applied to
                  the Revolving Credit Loans;

                         (iii) in the case of an Approved Financing Transaction
                  constituting a Permitted Tandem Mill Transaction, by an amount
                  equal to the lesser of $25,000,000 and the amount of the
                  Tandem Mill Financing Proceeds paid to Agent and applied to
                  the Revolving Credit Loans, but only to the extent such
                  reduction is required pursuant to the terms of clause (iv) of
                  the definition of the term "Permitted Indebtedness" contained
                  in the Exchange Note Indenture or clause (a) of the definition
                  of the term "Permitted Liens" contained in the Exchange Note
                  Indenture; and


                                      -14-
<PAGE>

                         (iv) in the case of proceeds of any of the Tandem Mill
                  Collateral, any of the Tin Mill Collateral or any of the Hot
                  Mill Collateral that consists of insurance arising from damage
                  to or destruction of such Property or proceeds of condemnation
                  awards with respect to such Property, by an amount set forth
                  in the next paragraph.

         All of the proceeds of insurance or condemnation described in clause
         (iv) above shall be promptly delivered to Agent and placed in a cash
         collateral account in a financial institution acceptable to Agent that
         is pledged to Agent as security for the Obligations in a manner
         acceptable to Agent (a "Pledged Account") for a period of up to 30 days
         pending resolution of its application (provided, that if such pledged
         amounts are at any time thereafter applied to the Revolving Credit
         Loans, the Revolving Loan Commitments shall be permanently reduced by
         the amount of such pledged amounts so applied). If Borrower shall
         determine that it desires to repair, rebuild or replace the applicable
         Property, such amount shall remain in such Pledged Account and shall be
         released to Borrower as required in order to permit the repair,
         rebuilding or replacement of such Property; provided, that if (i) an
         Event of Default is then in existence or occurs during the period that
         all or a portion of such proceeds are located in the Pledged Account or
         (ii) such proceeds are not used for the purpose of repairing,
         rebuilding or replacing of such Property prior to the expiration of the
         Restoration Period, Majority Lenders shall have the right to (a)
         suspend Borrower's right to access such proceeds in the Pledged Account
         and (b) apply such amounts to the outstanding principal balance of the
         Revolving Credit Loans and shall permanently reduce the Revolving Loan
         Commitments by the amount of such proceeds so applied. If Borrower
         shall determine not to repair, rebuild or replace the applicable
         Property, such amounts shall be applied to the outstanding principal
         balance of the Revolving Credit Loans and shall permanently reduce the
         Revolving Loan Commitments by the amount of such proceeds so applied.

         For purposes hereof, the term "Restoration Period" means the period
         beginning on the date that the proceeds of insurance or condemnation,
         as applicable, are paid to Borrower and ending on the date, determined
         by Agent or its construction consultant, which would allow Borrower a
         sufficient amount of time to complete such repair, reconstruction or
         replacement if pursued diligently and continuously. Funds in the
         Pledged Account shall be disbursed upon satisfaction of such reasonable
         conditions as Agent may impose, including, without limitation,
         submission of invoices or paid receipts, lien waivers and evidence that
         funds adequate for completion of such repairs, reconstruction or
         replacement are available.

         Notwithstanding the foregoing provisions regarding the permanent
         reduction of the Revolving Loan Commitments, upon request by Borrower,
         Majority Lenders may agree to permit Borrower to use a portion of the
         Net Cash Proceeds of an Approved Sale or an Approved Sale and Leaseback
         not related to the Tandem Mill Collateral to purchase replacement
         Properties to be used in the business of making, processing or
         distributing steel products (including, without limitation, tin
         products or other coated steel products). If Majority Lenders so agree,
         the Net Cash Proceeds of such Approved Sale or Approved Sale and
         Leaseback shall be placed in and shall remain in a Pledged Account


                                      -15-
<PAGE>

         and shall be released to Borrower as required in order to permit the
         purchase of such replacement Properties; provided, that if (i) an Event
         of Default occurs during the period that all or a portion of such
         proceeds are located in the Pledged Account or (ii) such proceeds are
         not used for such purposes within 270 days after the original Approved
         Sale or Approved Sale and Leaseback, Majority Lenders shall have the
         right to (a) suspend Borrower's right to access such proceeds in the
         Pledged Account and (b) apply such amounts to the outstanding principal
         balance of the Revolving Credit Loans and shall permanently reduce the
         Revolving Loan Commitments by the amount of such proceeds so applied.

                  3.4. APPLICATION OF PAYMENTS AND COLLECTIONS.

                  All items of payment received by Agent by 12:00 noon, Chicago,
Illinois, time, on any Business Day shall be deemed received on that Business
Day. All items of payment received after 12:00 noon, Chicago, Illinois, time, on
any Business Day shall be deemed received on the following Business Day.
Borrower irrevocably waives the right to direct the application of any and all
payments and collections at any time or times hereafter received by Agent from
or on behalf of Borrower, and Borrower does hereby irrevocably agree that Agent
shall have the continuing exclusive right to apply and reapply any and all such
payments and collections received at any time or times hereafter by Agent or its
agent against the Obligations, in such manner as Agent may deem advisable,
notwithstanding any entry by Agent or any Lender upon any of its books and
records. Amounts received by the Agent shall be for further credit to the
accounts of Lenders pursuant to the settlement procedures contained in
subsection 3.1.3 of this Agreement. Notwithstanding the foregoing, payments and
collections shall not be applied to Obligations consisting of Derivative
Obligations or Product Obligations at any time that any other Obligations are
then due and payable. If as the result of collections of Accounts as authorized
by subsection 6.2.4 hereof or otherwise, a credit balance exists in the Loan
Account, such credit balance shall not accrue interest in favor of Borrower, but
shall be disbursed to Borrower or otherwise at Borrower's direction in the
manner set forth in subsection 3.1.2, upon Borrower's request at any time, so
long as no Default or Event of Default then exists. Agent may at its option,
offset such credit balance against any of the Obligations upon and during the
continuance of an Event of Default.

                  3.5. ALL LOANS TO CONSTITUTE ONE OBLIGATION.

                  The Loans and LC Guarantees shall constitute one general
Obligation of Borrower, and shall be secured by Agent's Lien upon all of the
Collateral as provided in Section 5 hereof.

                  3.6. LOAN ACCOUNT.

                  Agent shall enter all Loans as debits to a loan account (the
"Loan Account") and shall also record in the Loan Account all payments made by
Borrower on any Obligations and all proceeds of Collateral which are finally
paid to Agent, and may record therein, in accordance with customary accounting
practice, other debits and credits, including interest and all charges and
expenses properly chargeable to Borrower.


                                      -16-
<PAGE>

                  3.7. STATEMENTS OF ACCOUNT.

                  Agent will account to Borrower monthly with a statement of
Loans, charges and payments made pursuant to this Agreement during the
immediately preceding month, and such account rendered by Agent shall be deemed
final, binding and conclusive upon Borrower absent demonstrable error unless
Agent is notified by Borrower in writing to the contrary within 30 days of the
date each accounting is received by Borrower. Such notice shall only be deemed
an objection to those items specifically objected to therein.

                  3.8. INCREASED COSTS.

                  If any law or any governmental or quasi-governmental rule,
regulation, policy, guideline or directive (whether or not having the force of
law) adopted or implemented after the date of this Agreement and having general
applicability to all banks or finance companies within the jurisdiction in which
any Lender operates (excluding, for the avoidance of doubt, the effect of and
phasing in of capital requirements or other regulations or guidelines passed
prior to the date of this Agreement), or any interpretation or application
thereof by any governmental authority charged with the interpretation or
application thereof, or the compliance of such Lender therewith, shall:

                         (i) (1) subject such Lender to any tax with respect to
                  this Agreement (other than (a) any tax based on or measured by
                  net income or otherwise in the nature of a net income tax,
                  including, without limitation, any franchise tax or any
                  similar tax based on capital, net worth or comparable basis
                  for measurement and (b) any tax collected by a withholding on
                  payments and which neither is computed by reference to the net
                  income of the payee nor is in the nature of an advance
                  collection of a tax based on or measured by the net income of
                  the payee) or (2) change the basis of taxation of payments to
                  such Lender of principal, fees, interest or any other amount
                  payable hereunder or under any Loan Documents (other than in
                  respect of (a) any tax based on or measured by net income or
                  otherwise in the nature of a net income tax, including,
                  without limitation, any franchise tax or any similar tax based
                  on capital, net worth or comparable basis for measurement and
                  (b) any tax collected by a withholding on payments and which
                  neither is computed by reference to the net income of the
                  payee nor is in the nature of an advance collection of a tax
                  based on or measured by the net income of the payee);

                         (ii) impose, modify or hold applicable any reserve
                  (except any reserve taken into account in the determination of
                  the applicable LIBOR), special deposit, assessment or similar
                  requirement against assets held by, or deposits in or for the
                  account of, advances or loans by, or other credit extended by,
                  any office of such Lender, including (without limitation)
                  pursuant to Regulation D of the Board of Governors of the
                  Federal Reserve System; or

                         (iii) impose on such Lender or the London interbank
                  market any other condition with respect to any Loan Document;


                                      -17-
<PAGE>

and the result of any of the foregoing is to increase the cost to such Lender of
making, renewing or maintaining Loans hereunder, or the result of any of the
foregoing is to reduce the rate of return on such Lender's capital as a
consequence of its obligations hereunder, in either case by or to an amount that
such Lender deems to be material, or the result of any of the foregoing is to
reduce the amount of any payment (whether of principal, interest or otherwise)
in respect of any of the Loans, then, in any such case, Borrower shall pay such
Lender, upon demand and certification not later than sixty (60) days following
its receipt of notice of the imposition of such increased costs or such
reduction, such additional amount as will compensate such Lender for such
additional cost or such reduction, as the case may be, to the extent such Lender
has not otherwise been compensated. An officer of the applicable Lender shall
determine the amount of such additional cost or such reduction using reasonable
averaging and attribution methods and shall certify the amount of such
additional cost or such reduction to Borrower, which certification shall include
a written explanation of such additional cost or such reduction to Borrower.
Such certification shall be conclusive absent demonstrable error. If a Lender
claims any additional cost or reduced amount pursuant to this Section 3.8, then
such Lender shall use reasonable efforts (consistent with legal and regulatory
restrictions) to designate a different lending office or to file any certificate
or document reasonably requested by Borrower if the making of such designation
or filing would avoid the need for, or reduce the amount of, any such additional
cost or such reduction and would not, in the sole discretion of such Lender, be
otherwise disadvantageous to such Lender.

                  3.9. BASIS FOR DETERMINING INTEREST RATE INADEQUATE.

                  In the event that Agent or any Lender shall have determined
that:

                         (i) reasonable means do not exist for ascertaining the
                  LIBOR for any Interest Period; or

                         (ii) Dollar deposits in the relevant amount and for the
                  relevant maturity are not available in the London interbank
                  market with respect to a proposed LIBOR Portion, or a proposed
                  conversion of a Base Rate Portion into a LIBOR Portion; then

Agent or such Lender shall give Borrower prompt written, telephonic or
electronic notice of the determination of such effect. If such notice is given,
(i) any such requested LIBOR Portion shall be made as a Base Rate Portion,
unless Borrower shall notify Agent no later than 10:00 a.m. (Chicago, Illinois
time) three (3) Business Days prior to the date of such proposed borrowing that
the request for such borrowing shall be canceled or made as an unaffected type
of LIBOR Portion, and (ii) any Base Rate Portion which was to have been
converted to an affected type of LIBOR Portion shall be continued as or
converted into a Base Rate Portion, or, if Borrower shall notify Agent, no later
than 10:00 a.m. (Chicago, Illinois time) three (3) Business Days prior to the
proposed conversion, shall be maintained as an unaffected type of LIBOR Portion.


                                      -18-
<PAGE>

                  3.10. SHARING OF PAYMENTS, ETC.

                  If any Lender shall obtain any payment (whether voluntary,
involuntary, through the exercise of any right of set-off, or otherwise) on
account of any Loan made by it in excess of its ratable share of payments on
account of Loans made by all Lenders, such Lender shall forthwith purchase from
each other Lender such participation in such Loan as shall be necessary to cause
such purchasing Lender to share the excess payment ratably with each other
Lender; PROVIDED, that if all or any portion of such excess payment is
thereafter recovered from such purchasing Lender, such purchase from each Lender
shall be rescinded and such Lender shall repay to the purchasing Lenders the
purchase price to the extent of such recovery, together with an amount equal to
such Lender's ratable share (according to the proportion of (i) the amount of
such Lender's required repayment to (ii) the total amount so recovered from the
purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered. Borrower agrees
that any Lender so purchasing a participation from another Lender pursuant to
this Section 3.10 may, to the fullest extent permitted by law, exercise all its
rights of payment (including the right of set-off) with respect to such
participation as fully as if such Lender were the direct creditor of Borrower in
the amount of such participation. Notwithstanding anything to the contrary
contained herein, all purchases and repayments to be made under this Section
3.10 shall be made through Agent.

                  3.11. ESTOPPEL CERTIFICATE.

                  Within 20 days after written request therefor by Borrower from
time to time (but not more frequently than once per calendar quarter), Agent
agrees to deliver to Borrower a written estoppel certificate executed by Agent
stating (i) the then outstanding amount of the Obligations, (ii) the date to
which interest and principal, in respect of the Obligations has been paid and
(iii) the last day of the Term, which certificate shall be accompanied by copies
of (a) all written amendments and modifications of this Agreement then in
existence and (b) all written notices of the existence of an Event of Default
received by Agent from Borrower through such date and all written notices
delivered by Agent to Borrower through such date asserting the existence of an
Event of Default.

                         SECTION 4. TERM AND TERMINATION

                  4.1. TERM OF AGREEMENT.

                  Subject to the right of Lenders to cease making Loans to
Borrower during the continuance of any Default or Event of Default, this
Agreement shall be in effect through and including March 31, 2004 (the "Term"),
unless terminated as provided in Section 4.2 hereof.

                  4.2. TERMINATION.

                  4.2.1. TERMINATION BY LENDERS. Agent may, and at the direction
         of Majority Lenders shall, terminate this Agreement without notice upon
         or after the occurrence and during the continuance of an Event of
         Default.


                                      -19-
<PAGE>

                  4.2.2. TERMINATION BY BORROWER. Upon at least 90 days prior
         written notice to Agent and Lenders, Borrower may, at its option,
         terminate this Agreement; PROVIDED, HOWEVER, no such termination shall
         be effective until Borrower has paid or collateralized to Agent's
         satisfaction all of the Obligations in immediately available funds, all
         Letters of Credit and LC Guaranties have expired, terminated or have
         been cash collateralized to Agent's satisfaction and Borrower has
         complied with Section 2.6 and subsection 3.2.5. Any notice of
         termination given by Borrower shall be irrevocable unless all Lenders
         otherwise agree in writing and no Lender shall have any obligation to
         make any Loans or issue or procure any Letters of Credit or LC
         Guaranties on or after the termination date stated in such notice.
         Borrower may elect to terminate this Agreement in its entirety only. No
         section of this Agreement or type of Loan available hereunder may be
         terminated singly.

                  4.2.3. EFFECT OF TERMINATION. All of the Obligations shall be
         immediately due and payable upon the termination date stated in any
         notice of termination of this Agreement. All undertakings, agreements,
         covenants, warranties and representations of Borrower contained in the
         Loan Documents shall survive any such termination and Agent shall
         retain its Liens in the Collateral and Agent and each Lender shall
         retain all of its rights and remedies under the Loan Documents
         notwithstanding such termination until all Obligations have been
         discharged or paid, in full, in immediately available funds, including,
         without limitation, all Obligations under Section 2.6 and subsection
         3.2.5 resulting from such termination. Notwithstanding the foregoing or
         the payment in full of the Obligations, Agent shall not be required to
         terminate its then-existing Liens in the Collateral (it being
         understood that Agent's Liens on the Tandem Mill Collateral shall be
         terminated in connection with a Permitted Tandem Mill Transaction),
         unless, with respect to any loss or damage Agent may incur as a result
         of dishonored checks or other items of payment received by Agent from
         Borrower or any Account Debtor and applied to the Obligations, Agent
         shall, at its option, (i) have received a written agreement
         satisfactory to Agent, executed by Borrower and by any Person whose
         loans or other advances to Borrower are used in whole or in part to
         satisfy the Obligations, indemnifying Agent and each Lender from any
         such loss or damage or (ii) have retained cash Collateral or other
         Collateral for such period of time as Agent, in its discretion, may
         deem necessary to protect Agent and each Lender from any such loss or
         damage.

                          SECTION 5. SECURITY INTERESTS

                  5.1. SECURITY INTEREST IN COLLATERAL.

                  To secure the prompt payment and performance to Agent and each
Lender of all of the Obligations, Borrower hereby grants to Agent for the
benefit of itself and each Lender a continuing security interest in all of the
following Property and interests in Property of Borrower, whether now owned or
existing or hereafter created, acquired or arising and wheresoever located:


                                      -20-
<PAGE>

                         (i) Accounts, including Supporting Obligations
                  pertaining to Accounts;

                         (ii) General Intangibles (to the extent related to any
                  of the Accounts or the processing or collection thereof);

                         (iii) Inventory;

                         (iv) the Tandem Mill Collateral, whether now owned or
                  existing or hereafter created, acquired or arising (whether or
                  not later moved), and all accessories, additions, attachments,
                  improvements, substitutions and replacements thereto and
                  therefor;

                         (v) the Hot Mill Collateral, whether now owned or
                  existing or hereafter created, acquired or arising (whether or
                  not later moved), and all accessories, additions, attachments,
                  improvements, substitutions and replacements thereto and
                  therefor; and

                         (vi) the Tin Mill Collateral, whether now owned or
                  existing or hereafter created, acquired or arising (whether or
                  not later moved), and all accessories, additions, attachments,
                  improvements, substitutions and replacements thereto and
                  therefor;

together with all books, records, writings, data bases, information and other
similar property relating to, used or useful in connection with, or evidencing,
embodying, incorporating or referring to any of the foregoing, and all Proceeds,
products, rents, profits and returns of and from any of the foregoing.

Notwithstanding the foregoing, in no event shall Borrower be deemed to have
granted to Agent a Lien on or security interest in any of the Project Assets or
any Property arising from, or as a result of the disposition of, any of the
Project Assets.

                  5.2. INTENTIONALLY OMITTED.

                  5.3. LIEN PERFECTION; FURTHER ASSURANCES.

                  Borrower shall execute such UCC-1 financing statements as are
required by the UCC and such other instruments, assignments or documents as are
necessary to perfect Agent's Lien upon any of the Collateral and shall take such
other action as may be required to perfect or to continue the perfection of
Agent's Lien upon the Collateral. Unless prohibited by applicable law, Borrower
hereby authorizes Agent to execute and file any such financing statement,
including, without limitation, financing statements that reflect the Collateral
as being of an equal or lesser scope, or with greater or lesser detail, than as
set forth in Section 5.1, on Borrower's behalf. Borrower also hereby ratifies
its authorization for Agent to have filed in any jurisdiction any like financing
statements or amendments thereto if filed prior to the date hereof. The parties
agree that a carbon, photographic or other reproduction of this Agreement shall
be sufficient as a financing statement and may be filed in any appropriate
office in lieu thereof. At


                                      -21-
<PAGE>

Agent's request, Borrower shall also promptly execute or cause to be executed
and shall deliver to Agent any and all documents, instruments and agreements
reasonably deemed necessary by Agent, to give effect to or carry out the terms
or intent of the Loan Documents.

                  5.4. LIEN ON REALTY.

                  The due and punctual payment and performance of the
Obligations shall also be secured by the Lien created by the Mortgages upon the
real Property portions of the Tandem Mill Collateral, the Hot Mill Collateral
and the Tin Mill Collateral. Each Mortgage shall be executed by Borrower in
favor of Agent. Each Mortgage shall be duly recorded, at Borrower's expense, in
each office where such recording is required to constitute a fully perfected
first Lien on the real Property covered thereby. Borrower shall deliver to
Agent, at Borrower's expense, mortgagee title insurance policies (and in the
case of the Mortgage covering the real Property portion of the Tandem Mill
Collateral, a date-down endorsement to the existing title insurance policy), in
each case issued by a title insurance company satisfactory to Agent, which
policies shall be in form and substance satisfactory to Agent and shall insure a
valid first Lien in favor of Agent, for the benefit of itself and the Lenders,
on the Property covered by each Mortgage, subject only to those exceptions
acceptable to Agent and its counsel. Borrower shall deliver to Agent such other
documents, including without limitation as-built ALTA surveys of such real
Property showing all improvements in the property, and otherwise in form
satisfactory to Agent, as Agent and its counsel may reasonably request relating
to the real Property subject to the Mortgages; provided, that such surveys with
respect to the real Property portions of the Tin Mill Collateral and the Hot
Mill Collateral need not be delivered until May 31, 2002.

                      SECTION 6. COLLATERAL ADMINISTRATION

                  6.1. GENERAL.

                  6.1.1. LOCATION OF COLLATERAL. All Collateral, other than
         Inventory in transit, will at all times be kept by Borrower and its
         Subsidiaries at one or more of the business locations set forth in
         EXHIBIT 6.1.1 hereto, as updated by Borrower providing prior written
         notice to Agent of any new location.

                  6.1.2. INSURANCE OF COLLATERAL. Borrower shall maintain and
         pay for insurance upon all Collateral wherever located and with respect
         to the business of Borrower and each of its Subsidiaries, covering
         casualty, hazard, public liability, workers' compensation and such
         other risks in such amounts and with such insurance companies as are
         reasonably satisfactory to Agent. Borrower shall deliver certified
         copies of such policies to Agent as promptly as practicable, with
         satisfactory lender's loss payable endorsements, naming Agent as a loss
         payee, assignee or additional insured, as appropriate, as its interest
         may appear, and showing only such other loss payees, assignees and
         additional insureds as are satisfactory to Agent. Each policy of
         insurance or endorsement shall contain a clause requiring the insurer
         to give not less than 10 days' prior written notice to Agent in the
         event of cancellation of the policy for nonpayment of premium and not
         less than 30 days' prior written notice to Agent in the event of
         cancellation of the policy for any other reason whatsoever and a clause



                                      -22-
<PAGE>

         specifying that the interest of Agent shall not be impaired or
         invalidated by any act or neglect of Borrower, any of its Subsidiaries
         or the owner of the Property or by the occupation of the premises for
         purposes more hazardous than are permitted by said policy. Borrower
         agrees to deliver to Agent, promptly as rendered, true copies of all
         reports made in any reporting forms to insurance companies.

                  Unless Borrower provides Agent with evidence of the insurance
         coverage required by this Agreement, Agent may purchase insurance at
         Borrower's expense to protect Agent's interests in the Properties of
         Borrower and its Subsidiaries. This insurance may, but need not,
         protect the interests of Borrower and its Subsidiaries. The coverage
         that Agent purchases may not pay any claim that Borrower or any
         Subsidiary makes or any claim that is made against Borrower or any such
         Subsidiary in connection with said Property. Borrower may later cancel
         any insurance purchased by Agent, but only after providing Agent with
         evidence that Borrower and its Subsidiaries have obtained insurance as
         required by this Agreement. If Agent purchases insurance, Borrower will
         be responsible for the costs of that insurance, including interest and
         any other charges Agent may impose in connection with the placement of
         insurance, until the effective date of the cancellation or expiration
         of the insurance. The costs of the insurance may be added to the
         Obligations. The costs of the insurance may be more than the cost of
         insurance that Borrower and its Subsidiaries may be able to obtain on
         their own.

                  6.1.3. PROTECTION OF COLLATERAL. Neither Agent nor any Lender
         shall be liable or responsible in any way for the safekeeping of any of
         the Collateral or for any loss or damage thereto (except for reasonable
         care in the custody thereof while any Collateral is in Agent's or any
         Lender's actual possession) or for any diminution in the value thereof,
         or for any act or default of any warehouseman, carrier, forwarding
         agency, or other person whomsoever, but the same shall be at Borrower's
         sole risk.

                  6.2. ADMINISTRATION OF ACCOUNTS.

                  6.2.1. RECORDS, SCHEDULES AND ASSIGNMENTS OF ACCOUNTS.
         Borrower shall keep accurate and complete records of its Accounts and
         all payments and collections thereon and shall submit to Agent on such
         periodic basis as Agent shall request a sales and collections report
         for the preceding period, in form acceptable to Agent. Weekly, or more
         frequently as requested by Agent, from and after the date hereof,
         Borrower shall deliver to Agent a detailed aged trial balance of all of
         its Accounts, specifying the names, addresses, face values, dates of
         invoices and due dates for each Account Debtor obligated on an Account
         so listed ("Schedule of Accounts"), and upon Agent's request therefor,
         copies of proof of delivery and the original copy of all documents,
         including, without limitation, repayment histories and present status
         reports relating to the Accounts so scheduled and such other matters
         and information relating to the status of then existing Accounts as
         Agent shall request. In addition, if Accounts in an aggregate face
         amount in excess of $750,000 become ineligible because they fall within
         one of the specified categories of ineligibility set forth in the
         definition of Eligible Accounts or otherwise established by Agent as
         provided therein,


                                      -23-
<PAGE>

         Borrower shall notify Agent of such occurrence on the first Business
         Day following Borrower's knowledge of such occurrence and the Borrowing
         Base shall thereupon be adjusted to reflect such occurrence. If
         requested by Agent, Borrower shall execute and deliver to Agent formal
         written assignments of all of its Accounts weekly or daily, which shall
         include all Accounts that have been created since the date of the last
         assignment, together with copies of invoices or invoice registers
         related thereto.

                  6.2.2. DISCOUNTS, ALLOWANCES, DISPUTES. If Borrower grants any
         discounts, allowances or credits that are not shown on the face of the
         invoice for the Account involved, Borrower shall report such discounts,
         allowances or credits, as the case may be, to Agent as part of the next
         required Schedule of Accounts. If any amounts due and owing in excess
         of $750,000 are in dispute between Borrower and any Account Debtor,
         Borrower shall provide Agent with written notice thereof at the time of
         submission of the next Schedule of Accounts, explaining in detail the
         reason for the dispute, all claims related thereto and the amount in
         controversy.

                  6.2.3. ACCOUNT VERIFICATION. Any of Agent's officers,
         employees or agents shall have the right, at any time or times
         hereafter, in the name of Agent, any designee of Agent or Borrower, to
         verify the validity, amount or any other matter relating to any
         Accounts by mail, telephone, electronic communication or otherwise.
         Borrower shall cooperate fully with Agent in an effort to facilitate
         and promptly conclude any such verification process.

                  6.2.4. MAINTENANCE OF DOMINION ACCOUNT. Borrower shall
         maintain a Dominion Account or Accounts pursuant to lockbox and blocked
         account arrangements acceptable to Agent with such banks as may be
         selected by Borrower and be acceptable to Agent. As of the Original
         Closing Date and at all times thereafter, all of such lockbox and
         blocked account arrangements will be maintained with Bank. Borrower
         shall issue to any such banks an irrevocable letter of instruction
         directing such banks to deposit all payments or other remittances
         received in the lockbox and blocked accounts to the Dominion Account
         for application on account of the Obligations as provided in subsection
         3.2.1. All funds deposited in any Dominion Account shall immediately
         become the funds of Agent, for the ratable benefit of Lenders (but only
         for purposes of application on account of the Obligations or to stand
         as cash Collateral for the Obligations, each as provided hereunder),
         and Borrower shall obtain the agreement by such banks in favor of Agent
         to waive any recoupment, setoff rights, and any security interest in,
         or against, the funds so deposited. Agent assumes no responsibility for
         such lockbox and blocked account blocked account arrangements,
         including, without limitation, any claim of accord and satisfaction or
         release with respect to deposits accepted by any bank thereunder.

                  6.2.5. COLLECTION OF ACCOUNTS, PROCEEDS OF COLLATERAL.
         Borrower agrees that all invoices rendered and other requests made by
         Borrower for payment in respect of Accounts shall contain a written
         statement directing payment in respect of such Accounts to be paid to a
         lockbox established pursuant to subsection 6.2.4. To expedite
         collection, Borrower shall endeavor in the first instance to make
         collection


                                      -24-
<PAGE>

         of its Accounts for Agent. All remittances received by Borrower on
         account of Accounts, together with the proceeds of any other
         Collateral, shall be held as Agent's property, for its benefit and the
         benefit of Lenders, by Borrower as trustee of an express trust for
         Agent's benefit and Borrower shall immediately deposit same in kind in
         the Dominion Account. Agent retains the right at all times after the
         occurrence and during the continuance of a Default or an Event of
         Default to notify Account Debtors that Borrower's Accounts have been
         assigned to Agent and to collect Borrower's Accounts directly in its
         own name, or in the name of Agent's agent, and to charge the collection
         costs and expenses, including attorneys' fees, to Borrower.

                  6.2.6. TAXES. If an Account includes a charge for any tax
         payable to any governmental taxing authority, Agent is authorized, in
         its sole discretion, to pay the amount thereof to the proper taxing
         authority for the account of Borrower and to charge Borrower therefor,
         except for taxes that (i) are being actively contested in good faith
         and by appropriate proceedings and with respect to which Borrower
         maintains reasonable reserves on its books therefor and (ii) would not
         reasonably be expected to result in any Lien other than a Permitted
         Lien. In no event shall Agent or any Lender be liable for any taxes to
         any governmental taxing authority that may be due by Borrower.

                  6.3. ADMINISTRATION OF INVENTORY.

                  Borrower shall keep records of its Inventory which records
shall be complete and accurate and complete in all material respects. Borrower
shall furnish to Agent Inventory reports monthly (on or before the 15th day of
the following month), or more frequently as requested by Agent, which reports
will be in such other format and detail as Agent shall request and shall include
a current list of all locations of Borrower's Inventory; provided, that at all
times hereafter that Availability is less than $20,000,000, Borrower shall
furnish Inventory reports concurrently with the delivery of each Borrowing Base
Certificate described in subsection 8.1.4, or more frequently as requested by
Agent. Borrower shall conduct a physical inventory no less frequently than
annually and shall provide to Agent a report based on each such physical
inventory promptly thereafter, together with such supporting information as
Agent shall reasonably request.

                  6.4. RECORDS AND SCHEDULES OF EQUIPMENT.

                  Borrower shall keep records of its Equipment which shall be
complete and accurate in all material respects itemizing and describing the
kind, type, quality, quantity and book value of its Equipment and all
dispositions made in accordance with subsection 8.2.9 hereof, and Borrower
shall, and shall cause each of its Subsidiaries to, furnish Agent with a current
schedule containing the foregoing information on at least an annual basis and
more often if reasonably requested by Agent. Promptly after the request therefor
by Agent, Borrower shall deliver to Agent any and all evidence of ownership, if
any, of any of its Equipment.


                                      -25-
<PAGE>

                  6.5. PAYMENT OF CHARGES.

                  All amounts chargeable to Borrower under Section 6 hereof
shall be Obligations secured by all of the Collateral, shall be payable on
demand and shall bear interest from the date such advance was made until paid in
full at the rate applicable to Base Rate Portions from time to time.

                    SECTION 7. REPRESENTATIONS AND WARRANTIES

                  7.1. GENERAL REPRESENTATIONS AND WARRANTIES.

                  To induce Agent and each Lender to enter into this Agreement
and to make advances hereunder, Borrower warrants, represents and covenants to
Agent and each Lender that:

                  7.1.1. QUALIFICATION. Borrower and each of its Subsidiaries is
         a corporation, limited partnership or limited liability company duly
         organized, validly existing and in good standing under the laws of the
         jurisdiction of its incorporation or organization. Borrower and each of
         its Subsidiaries is duly qualified and is authorized to do business and
         is in good standing as a foreign limited liability company, limited
         partnership or corporation, as applicable, in each state or
         jurisdiction listed on EXHIBIT 7.1.1 hereto, as updated by Borrower
         providing prompt written notice to Agent of each new state or
         jurisdiction, and in all other states and jurisdictions in which the
         failure of Borrower or any of its Subsidiaries to be so qualified could
         reasonably be expected to have a Material Adverse Effect.

                  7.1.2. POWER AND AUTHORITY. Borrower and each of its
         Subsidiaries is duly authorized and empowered to enter into, execute,
         deliver and perform this Agreement and each of the other Loan Documents
         to which it is a party. The execution, delivery and performance of this
         Agreement and each of the other Loan Documents have been duly
         authorized by all necessary corporate or other relevant action and do
         not and will not (i) require any consent or approval of the
         shareholders of Borrower or any of the shareholders, partners or
         members, as the case may be, of any Subsidiary of Borrower; (ii)
         contravene Borrower's or any of its Subsidiaries' charter, articles or
         certificate of incorporation, partnership agreement, certificate of
         formation, by-laws, limited liability agreement, operating agreement or
         other organizational documents (as the case may be); (iii) violate, or
         cause Borrower or any of its Subsidiaries to be in default under, any
         provision of any law, rule, regulation, order, writ, judgment,
         injunction, decree, determination or award in effect having
         applicability to Borrower or any of its Subsidiaries, the violation of
         which could reasonably be expected to have a Material Adverse Effect;
         (iv) result in a breach of or constitute a default under any indenture
         or loan or credit agreement or any other agreement, lease or instrument
         to which Borrower or any of its Subsidiaries is a party or by which it
         or its Properties may be bound or affected, the breach of or default
         under which could reasonably be expected to have a Material Adverse
         Effect; or (v) result in, or require, the creation or


                                      -26-
<PAGE>

         imposition of any Lien (other than Permitted Liens) upon or with
         respect to any of the Properties now owned or hereafter acquired by
         Borrower or any of its Subsidiaries.

                  7.1.3. LEGALLY ENFORCEABLE AGREEMENT. This Agreement is, and
         each of the other Loan Documents when delivered under this Agreement
         will be, a legal, valid and binding obligation of Borrower and each of
         its Subsidiaries party thereto, enforceable against it in accordance
         with its respective terms.

                  7.1.4. CAPITAL STRUCTURE. EXHIBIT 7.1.4 hereto states (i) as
         of the Closing Date, the percentage of the Voting Stock of each of
         Borrower's Subsidiaries owned by Borrower, (ii) as of the Closing Date,
         the name of Borrower's and each of its Subsidiaries' corporate or joint
         venture relationships and the nature of the relationship, (iii) as of
         the Closing Date, the number, nature and holder of all outstanding
         Securities of each Subsidiary of Borrower and (iv) as of the most
         recent practicable date, the number of authorized and issued Securities
         of Borrower. Borrower has good title to all of the Securities it
         purports to own of each of such Subsidiaries, free and clear in each
         case of any Lien other than Permitted Liens. All of the Securities of
         the Borrower and each of its Subsidiaries have been duly issued and are
         fully paid and non-assessable, except for Borrower's Series C
         Preferred, which will be issued in connection with the Permitted Note
         Exchange Offer and will be fully paid and non-assessable when so
         issued. Except as set forth in the financial statements referred to in
         subsection 7.1.10, Borrower's reports and proxy statements filed
         pursuant to the Exchange Act, and the Registration Statement, as of the
         Closing Date, there are no outstanding options to purchase, or any
         rights or warrants to subscribe for, or any commitments or agreements
         to issue or sell any Securities or obligations convertible into, or any
         powers of attorney relating to any Securities of Borrower or any of its
         Subsidiaries. Except as set forth on EXHIBIT 7.1.4, as of the Closing
         Date, there are no outstanding agreements or instruments binding upon
         any of Borrower's or any of its Subsidiaries' partners, members or
         shareholders, as the case may be, relating to the ownership of its
         Securities and that have not been disclosed in filings of any such
         Person made under the Exchange Act or are otherwise known to Borrower.

                  7.1.5. NAMES; ORGANIZATION. Neither Borrower nor any of its
         Subsidiaries has been known as or has used any legal, fictitious or
         trade names except those listed on EXHIBIT 7.1.5 hereto. Except as set
         forth on EXHIBIT 7.1.5, neither Borrower nor any of its Subsidiaries
         has been the surviving entity of a merger or consolidation or has
         acquired all or substantially all of the assets of any Person. Each of
         Borrower's and each of its Subsidiaries' state(s) of incorporation or
         organization, Type of Organization and Organizational I.D. Number is
         set forth on EXHIBIT 7.1.5, as updated by Borrower providing prior
         written notice to Agent pursuant to subsection 8.2.18 of any change
         therein. The exact legal name of Borrower and each of its Subsidiaries
         is set forth on EXHIBIT 7.1.5, as updated by Borrower providing prior
         written notice to Agent pursuant to subsection 8.2.18 of any change
         therein.

                  7.1.6. BUSINESS LOCATIONS; AGENT FOR PROCESS. Each of
         Borrower's and each of its Subsidiary's principal executive office,
         location of books and records and other


                                      -27-
<PAGE>

         places of business are as listed on EXHIBIT 6.1.1 hereto as updated
         from time to time by Borrower in accordance with the provisions of
         subsection 6.1.1. During the preceding one-year period, neither
         Borrower nor any of its Subsidiaries has had an office, place of
         business or agent for service of process, other than as listed on
         EXHIBIT 6.1.1. All tangible Collateral is and will at all times be kept
         by Borrower and its Subsidiaries in accordance with subsection 6.1.1.
         Except as shown on EXHIBIT 6.1.1, as of the date hereof, no Inventory
         is stored with a bailee, distributor, warehouseman, processor or
         similar party, nor is any Inventory consigned to any Person.

                  7.1.7. TITLE TO PROPERTIES; PRIORITY OF LIENS. Other than
         Property disposed of in compliance with subsection 8.2.9 or otherwise
         with the consent of Majority Lenders, Borrower and each of its
         Subsidiaries has good and marketable title to, or valid and subsisting
         leasehold interests in, all of its real Property, and good title to all
         of the Collateral and all of its other Property, in each case, free and
         clear of all Liens except Permitted Liens. The Liens granted to Agent
         under Section 5 hereof are first priority Liens, subject only to
         Permitted Liens.

                  7.1.8. ACCOUNTS. Agent may rely, in determining which Accounts
         are Eligible Accounts, on all statements and representations made by
         Borrower with respect to any Account or Accounts. With respect to each
         of Borrower's Accounts, whether or not such Account is an Eligible
         Account, unless otherwise disclosed to Agent in writing:

                         (i) It is genuine and in all respects what it purports
                  to be, and it is not evidenced by a judgment;

                         (ii) It arises out of a completed, BONA FIDE sale and
                  delivery of goods or rendition of services by Borrower, in the
                  ordinary course of its business and in accordance with the
                  terms and conditions of all purchase orders, contracts or
                  other documents relating thereto and forming a part of the
                  contract between Borrower and the Account Debtor;

                         (iii) It is for a liquidated amount maturing as stated
                  in the duplicate invoice covering such sale or rendition of
                  services, a copy of which has been furnished or is available
                  to Agent;

                         (iv) To the best of Borrower's knowledge, there are no
                  facts, events or occurrences which in any way impair the
                  validity or enforceability of any Accounts or tend to reduce
                  the amount payable thereunder from the face amount of the
                  invoice and statements delivered or made available to Agent
                  with respect thereto;

                         (v) To the best of Borrower's knowledge, the Account
                  Debtor thereunder (1) had the capacity to contract at the time
                  any contract or other document giving rise to the Account was
                  executed and (2) such Account Debtor is Solvent; and


                                      -28-
<PAGE>

                         (vi) To the best of Borrower's knowledge, there are no
                  proceedings or actions which are threatened or pending against
                  the Account Debtor thereunder which could reasonably be
                  expected to result in any material adverse change in such
                  Account Debtor's financial condition or the collectibility of
                  such Account.

                  7.1.9. EQUIPMENT. The Equipment of Borrower and its
         Subsidiaries is in satisfactory operating condition and repair for the
         purposes it is to be used, and all necessary replacements of and
         repairs thereto, consistent with Borrower's established practices prior
         to the Original Closing Date, shall be made so that the operating
         efficiency thereof shall be maintained and preserved, reasonable wear
         and tear excepted.

                  7.1.10. FINANCIAL STATEMENTS; FISCAL YEAR. The audited
         Consolidated balance sheets of Borrower and its Subsidiaries (including
         the accounts of all Subsidiaries of Borrower for the respective periods
         during which a Subsidiary relationship existed) as of December 31,
         2001, and the related statements of income, changes in shareholder's
         equity, and changes in financial position for the periods ended on such
         dates, have been prepared in accordance with GAAP (subject, in the case
         of unaudited financial statements, to year-end adjustments, the absence
         of required footnotes and presentation of Subsidiary interests), and
         present fairly in all material respects the financial positions of
         Borrower and such Persons, taken as a whole, at such dates and the
         results of Borrower's and such Persons' operations, taken as a whole,
         for such periods. As of the Closing Date, since December 31, 2001,
         there has been no material adverse change in the financial position of
         Borrower and such other Persons, taken as a whole, as reflected in the
         Consolidated balance sheet as of such date. As of the Closing Date, the
         fiscal year of Borrower and each of its Subsidiaries ends on December
         31st of each year.

                  7.1.11. FULL DISCLOSURE. The financial statements referred to
         in subsection 7.1.10 hereof do not, nor does this Agreement or any
         other written statement of Borrower to Agent or any Lender contain, as
         of the respective date any such statement was given or made, any untrue
         statement of a material fact or omit a material fact necessary to make
         the statements contained therein or herein not misleading. There is no
         fact which Borrower has failed to disclose to Agent or any Lender in
         writing which could reasonably be expected to have a Material Adverse
         Effect.

                  7.1.12. SOLVENT FINANCIAL CONDITION. As of the Closing Date,
         Borrower and each of its Subsidiaries is Solvent. As of the Effective
         Date, Borrower and each of its Subsidiaries will be Solvent.

                  7.1.13. SURETY OBLIGATIONS. Except as set forth on EXHIBIT
         7.1.13, as of the Closing Date, neither Borrower nor any of its
         Subsidiaries is obligated as surety or indemnitor under any surety or
         similar bond or other contract or has issued or entered


                                      -29-
<PAGE>

         into any agreement to assure payment, performance or completion of
         performance of any undertaking or obligation of any Person.

                  7.1.14. TAXES. Borrower's federal tax identification number is
         06-1075442. The federal tax identification number of each Subsidiary of
         Borrower is shown on EXHIBIT 7.1.14 hereto. Borrower and each of its
         Subsidiaries has filed all federal, state and local tax returns and
         other reports relating to taxes it is required by law to file, and has
         paid, or made provision for the payment of, all taxes, assessments,
         fees, levies and other governmental charges upon it, its income and
         Properties as and when such taxes, assessments, fees, levies and
         charges are due and payable, unless and to the extent any thereof are
         being actively contested in good faith and by appropriate proceedings
         and Borrower and each of its Subsidiaries maintains reasonable reserves
         on its books therefor.

                  7.1.15. SUBSIDIARIES. As of the Closing Date, none of
         Borrower's Subsidiaries is a Material Subsidiary or has material
         liabilities, contingent liabilities or obligations.

                  7.1.16. PATENTS, TRADEMARKS, COPYRIGHTS AND LICENSES. Borrower
         and each of its Subsidiaries owns, possesses or licenses or has the
         right to use all the patents, trademarks, service marks, trade names,
         copyrights, licenses and other Intellectual Property reasonably
         necessary for the conduct of its business, without any known conflict
         with the rights of others, except for such conflicts as could not
         reasonably be expected to have a Material Adverse Effect. All such
         patents, trademarks, service marks, tradenames, copyrights, licenses,
         and other similar rights are listed on EXHIBIT 7.1.16 hereto, as
         updated by Borrower providing written notice to Agent of the change
         therein at the end of each fiscal year hereafter. No claim has been
         asserted to Borrower or any of its Subsidiaries which is currently
         pending that their use of their Intellectual Property or the conduct of
         their business does or may infringe upon the Intellectual Property
         rights of any third party, except for such claims which, if adversely
         determined, could not reasonably be expected to have a Material Adverse
         Effect. To the knowledge of Borrower and except as set forth on EXHIBIT
         7.1.16 hereto, as of the Closing Date, no Person is engaging in any
         activity that infringes in any material respect upon Borrower's or any
         of its Subsidiaries' material Intellectual Property. Except as listed
         on EXHIBIT 7.1.16 and except as could not reasonably be expected to
         have a Material Adverse Effect, (i) neither Borrower nor any of its
         Subsidiaries is in breach of, or default under, any term of any license
         or sublicense with respect to any of its Intellectual Property and (ii)
         to the knowledge of Borrower, no other party to such license or
         sublicense is in breach thereof or default thereunder, and such license
         is valid and enforceable. As of the Closing Date, there is no
         Intellectual Property that is material to the business of Borrower or
         any of its Subsidiaries.

                  7.1.17. GOVERNMENTAL CONSENTS. Borrower and each of its
         Subsidiaries has, and is in good standing with respect to, all
         governmental consents, approvals, licenses, authorizations, permits,
         certificates, inspections and franchises necessary to


                                      -30-
<PAGE>

         continue to conduct its business as heretofore or proposed to be
         conducted by it and to own or lease and operate its Properties as now
         owned or leased by it, except where the failure to possess or so
         maintain such rights could not reasonably be expected to have a
         Material Adverse Effect.

                  7.1.18. COMPLIANCE WITH LAWS. Borrower and each of its
         Subsidiaries has duly complied, and its Properties, business operations
         and leaseholds are in compliance with, the provisions of all federal,
         state and local laws, rules and regulations applicable to Borrower or
         such Subsidiary, as applicable, its Properties or the conduct of its
         business, except for such non-compliance as could not reasonably be
         expected to have a Material Adverse Effect, and there have been no
         citations, notices or orders of noncompliance issued to Borrower or any
         of its Subsidiaries under any such law, rule or regulation, except
         where such noncompliance could not reasonably be expected to have a
         Material Adverse Effect. Borrower and each of its Subsidiaries has
         established and maintains an adequate monitoring system to insure that
         it remains in compliance in all material respects with all federal,
         state and local rules, laws and regulations applicable to it. No
         Inventory has been produced in violation of the Fair Labor Standards
         Act (29 U.S.C. Section201 et seq.), as amended.

                  7.1.19. RESTRICTIONS. Neither Borrower nor any of its
         Subsidiaries is a party or subject to any contract or agreement which
         restricts its right or ability to incur Indebtedness, other than as set
         forth on EXHIBIT 7.1.19 hereto, other than the agreements, instruments
         and documents evidencing the Permitted Note Exchange Offer and other
         than agreements that will be terminated contemporaneously with the
         effectiveness of this Agreement, none of which prohibit the execution
         of or compliance with this Agreement or the other Loan Documents by
         Borrower or any of its Subsidiaries, as applicable.

                  7.1.20. LITIGATION. Except as set forth on EXHIBIT 7.1.20
         hereto, there are no actions, suits, proceedings or investigations
         pending, or to the knowledge of Borrower, threatened, against or
         affecting Borrower or any of its Subsidiaries, or the business,
         operations, Properties, prospects, profits or condition of Borrower or
         any of its Subsidiaries which, singly or in the aggregate, could
         reasonably be expected to have a Material Adverse Effect. Neither
         Borrower nor any of its Subsidiaries is in default with respect to any
         order, writ, injunction, judgment, decree or rule of any court,
         governmental authority or arbitration board or tribunal, which, singly
         or in the aggregate, could reasonably be expected to have a Material
         Adverse Effect.

                  7.1.21. NO DEFAULTS. No event has occurred and no condition
         exists which would, upon the Effective Date, constitute a Default or an
         Event of Default. Neither Borrower nor any of its Subsidiaries is in
         default in (and no event has occurred and no condition exists which
         constitutes, or which the passage of time or the giving of notice or
         both would constitute, a default in) the payment of any Indebtedness to
         any Person for Money Borrowed in excess of $5,000,000.


                                      -31-
<PAGE>

                  7.1.22. LEASES. EXHIBIT 7.1.22 hereto is a complete listing of
         all capitalized and operating personal property leases of Borrower and
         its Subsidiaries and all real property leases of Borrower and its
         Subsidiaries in each case involving annual payments in excess of
         $1,000,000, as updated by Borrower providing prompt written notice to
         Agent of each new such lease. Borrower and each of its Subsidiaries is
         in compliance with all of the terms of each of its respective
         capitalized and operating leases, except where the failure to so comply
         could not reasonably be expected to have a Material Adverse Effect.

                  7.1.23. PENSION PLANS. Except as disclosed on EXHIBIT 7.1.23
         hereto, as updated by Borrower providing prompt written notice to Agent
         of each new Plan, neither Borrower nor any of its Subsidiaries has any
         Plan. Borrower and each of its Subsidiaries is in compliance with the
         requirements of ERISA and the regulations promulgated thereunder with
         respect to each Plan, except where the failure to so comply could not
         reasonably be expected to have a Material Adverse Effect. No fact or
         situation that could reasonably be expected to result in a material
         adverse change in the financial condition of Borrower and its
         Subsidiaries exists in connection with any Plan. Neither Borrower nor
         any of its Subsidiaries has participated in or has any withdrawal
         liability in connection with a Multiemployer Plan.

                  7.1.24. TRADE RELATIONS. There exists no actual or, to
         Borrower's knowledge, threatened termination, cancellation or
         limitation of, or any modification or change in, the business
         relationship between Borrower or any of its Subsidiaries and any
         customer or any group of customers whose purchases individually or in
         the aggregate are material to the business of Borrower and its
         Subsidiaries, or with any material supplier, except in each case, where
         the same could not reasonably be expected to have a Material Adverse
         Effect, and there exists no present condition or state of facts or
         circumstances, to Borrower's knowledge, which would prevent Borrower or
         any of its Subsidiaries from conducting such business after the
         consummation of the transactions contemplated by this Agreement in
         substantially the same manner in which it has heretofore been
         conducted.

                  7.1.25. LABOR RELATIONS. Except as described on EXHIBIT 7.1.25
         hereto, (a) as of the Closing Date, there is no collective bargaining
         agreement covering employees of Borrower or any of its Subsidiaries,
         (b) as of the Closing Date, no such collective bargaining agreement or
         other labor contract is scheduled to expire during the term of this
         Agreement, (c) there are no material grievances, disputes or
         controversies with any union or any other organization of Borrower's or
         any of its Subsidiaries' employees, or any pending or, to the best of
         Borrower's knowledge, threatened strikes, work stoppages, in each case
         except those that could not reasonably be expected to have a Material
         Adverse Effect and (d) as of the Closing Date, substantially all of the
         eligible employees of Borrower and each of its Subsidiaries are members
         of the collective bargaining units listed on EXHIBIT 7.1.25 hereto.

                  7.1.26. THIRD PARTY PROPERTY. EXHIBIT 7.1.26, as updated by
         Borrower providing prompt written notice thereof to Agent, is a
         complete listing of all Persons


                                      -32-
<PAGE>

         that are not Affiliates of Borrower and that have Property from time to
         time located on Borrower's or any Subsidiary's premises for storage
         and/or processing (including pursuant to a lease or supply arrangement
         between such Person and Borrower or any Subsidiary), and includes a
         description of the nature of the relationship between Borrower or its
         Subsidiary and such Person with respect to such Property and a listing
         of any existing agreements relevant thereto. If requested by Agent, in
         its reasonable judgment, each such Person has delivered to Agent a
         letter confirming the nature of such relationship with Borrower. All
         such Property is readily identifiable as Property of such Person and
         not of Borrower or its Subsidiary, and is physically segregated from
         the Property of Borrower or its Subsidiary located on the Premises.

                  7.1.27. STOCK PLANS. If all participants in the Stock Plans
         were assumed to have put rights with respect to all shares of
         Borrower's Securities allocated to their accounts under the Stock Plans
         and to have exercised those put rights as of October 23, 2001,
         Borrower's aggregate obligations in respect of such put rights would be
         equal to $4,370,000, all of which amount would be required to be paid
         promptly. The preceding sentence also assumes that each share of
         Borrower's Convertible Voting Preferred Stock, Series A, is valued at
         the same price as a share of Borrower's Common Stock and that all
         shares are valued at the closing price for such Common Stock on the
         above-referenced date.

                  7.1.28. JOINT VENTURE LIABILITIES. Neither Borrower nor any of
         its Subsidiaries has any obligation or commitment to make any loans,
         advances or capital contributions in connection with any joint venture
         arrangement to which Borrower or such Subsidiary is a party.

                  7.1.29. PROJECT ASSETS. The Project Assets are and will remain
         located physically separate from the Tandem Mill Collateral, the Tin
         Mill Collateral and the Hot Mill Collateral, except for certain
         effluent collection and piping systems connected to the real Property
         improvements included in the Hot Mill Collateral. Borrower has an
         effective right pursuant to an existing easement to make use of such
         connected piping systems, as well as the balance of the Project Assets,
         for the disposal of effluents from all of its facilities.

                  7.2. CONTINUOUS NATURE OF REPRESENTATIONS AND WARRANTIES.

                  Each representation and warranty contained in this Agreement
and the other Loan Documents shall be continuous in nature and shall remain
accurate, complete and not misleading at all times during the term of this
Agreement, except where any such representation or warranty is given as of a
specific date and except for changes in the nature of Borrower's or one of
Borrower's Subsidiary's business or operations that would render the information
in any exhibit attached hereto or to any other Loan Document either inaccurate,
incomplete or misleading, so long as Majority Lenders have consented to such
changes or such changes are expressly permitted by this Agreement. Without
limiting the generality of the foregoing, each Loan request made or deemed made
pursuant to subsection 3.1.1 hereof shall constitute Borrower's reaffirmation,
as of the date of each such loan request, of each representation,


                                      -33-
<PAGE>

warranty or other statement made or furnished to Agent or any Lender by or on
behalf of Borrower, any Subsidiary of Borrower, or any Guarantor in this
Agreement, any of the other Loan Documents, or any instrument, certificate or
financial statement furnished in compliance with or in reference thereto.

                  7.3. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

                  All representations and warranties of Borrower contained in
this Agreement or any of the other Loan Documents shall survive the execution,
delivery and acceptance thereof by Agent and each Lender and the parties thereto
and the closing of the transactions described therein or related thereto.

                 SECTION 8. COVENANTS AND CONTINUING AGREEMENTS

                  8.1. AFFIRMATIVE COVENANTS.

                  During the Term, and thereafter for so long as there are any
Obligations outstanding, Borrower covenants that, unless otherwise consented to
by Majority Lenders, in writing, it shall:

                  8.1.1. VISITS AND INSPECTIONS; LENDER MEETING. Permit (i)
         representatives of Agent, and during the continuation of any Default or
         Event of Default any Lender, from time to time, as often as may be
         reasonably requested, but only during normal business hours, to visit
         and inspect the Properties of Borrower and each of its Subsidiaries,
         inspect, audit and make extracts from its books and records, and
         discuss with its officers, its employees and its independent
         accountants, Borrower's and each of its Subsidiaries' business, assets,
         liabilities, financial condition, business prospects and results of
         operations and (ii) appraisers engaged pursuant to Section 2.10
         (whether or not personnel of Agent), from time to time, as often as may
         be reasonably requested, but only during normal business hours, to
         visit and inspect the Properties of Borrower and each of its
         Subsidiaries for the purpose of completing appraisals pursuant to
         Section 2.10. Agent, if no Default or Event of Default then exists,
         shall give Borrower reasonable prior notice of any such inspection,
         audit or appraisal visit. Without limiting the foregoing, Borrower will
         participate and will cause its key management personnel to participate
         in periodic meetings with Agent and Lenders, which meetings shall be
         held at such times and such places as may be reasonably requested by
         Agent.

                  8.1.2. NOTICES. Promptly notify Agent in writing of the
         occurrence of any event or the existence of any fact which renders any
         representation or warranty in this Agreement or any of the other Loan
         Documents inaccurate, incomplete or misleading in any material respect
         as of the date made or remade. In addition, Borrower agrees to provide
         Agent with prompt written notice of any change in the information
         disclosed in any Exhibit hereto, in each case after giving effect to
         the materiality limits and Material Adverse Effect qualifications
         contained therein.


                                      -34-
<PAGE>

                  8.1.3. FINANCIAL STATEMENTS. Keep, and cause each of its
         Subsidiaries to keep, adequate records and books of account with
         respect to its business activities in which proper entries are made in
         accordance with customary accounting practices reflecting all its
         financial transactions; and cause to be prepared and furnished to Agent
         and each Lender, the following, all to be prepared in accordance with
         GAAP applied on a consistent basis, unless Borrower's certified public
         accountants concur in any change therein and such change is disclosed
         to Agent and is consistent with GAAP:

                         (i) not later than 90 days after the close of each
                  fiscal year of Borrower, unqualified (except for a
                  qualification for a change in accounting principles with which
                  the accountant concurs and except for, in the case of the
                  financial statements for the 2001 Fiscal Year only, the
                  qualifications contained in such financial statements, as
                  filed by Borrower with the Securities and Exchange Commission
                  in connection with the Permitted Note Exchange Offer) audited
                  financial statements of Borrower and its Subsidiaries as of
                  the end of such year, on a Consolidated basis, certified by a
                  firm of independent certified public accountants of recognized
                  standing selected by Borrower but acceptable to Agent and,
                  within a reasonable time thereafter a copy of any management
                  letter issued in connection therewith;

                         (ii) not later than 30 days after the end of each month
                  hereafter, including the last month of Borrower's fiscal year,
                  unaudited interim financial statements of Borrower and its
                  Subsidiaries as of the end of such month and of the portion of
                  the fiscal year then elapsed, on a Consolidated basis,
                  certified by the principal financial officer of Borrower as
                  prepared in accordance with GAAP and fairly presenting in all
                  material respects the financial position and results of
                  operations of Borrower and its Subsidiaries for such month and
                  period subject only to changes from audit and year-end
                  adjustments and except that such statements need not contain
                  notes;

                         (iii) together with each delivery of financial
                  statements pursuant to paragraphs (i) and (ii) (but solely for
                  financial statements delivered as of the end of a fiscal
                  quarter) of this subsection 8.1.3, a management report (1)
                  setting forth in comparative form the corresponding figures
                  for the corresponding periods of the previous fiscal year and
                  the corresponding figures from the most recent Projections for
                  the current fiscal year delivered pursuant to subsection 8.1.7
                  and (2) identifying the reasons for any significant
                  variations. The information above shall be presented in
                  reasonable detail and shall be certified by the chief
                  financial officer of Borrower to the effect that such
                  information fairly presents in all material respects the
                  results of operation and financial condition of Borrower and
                  its Subsidiaries as at the dates and for the periods
                  indicated;

                         (iv) promptly after the sending or filing thereof, as
                  the case may be, copies of any proxy statements, financial
                  statements or reports which


                                      -35-
<PAGE>

                  Borrower has made available to its Securities holders and
                  copies of any regular, periodic and special reports or
                  registration statements which, Borrower or any of its
                  Subsidiaries files with the Securities and Exchange Commission
                  or any governmental authority which may be substituted
                  therefor, or any national securities exchange;

                         (v) upon request of Agent, copies of any annual report
                  to be filed in accordance with ERISA in connection with each
                  Plan; and

                         (vi) such other data and information (financial and
                  otherwise) as Agent or any Lender, from time to time, may
                  reasonably request, bearing upon or related to the Collateral
                  or Borrower's or any of its Subsidiaries' financial condition
                  or results of operations.

                         Concurrently with the delivery of the financial
         statements described in paragraph (i) of this subsection 8.1.3,
         Borrower shall forward to Agent a copy of the accountants' letter to
         Borrower's management that is prepared in connection with such
         financial statements. Concurrently with the delivery of the financial
         statements described in paragraph (i) and paragraph (ii) (but solely
         for the last month of each fiscal quarter of Borrower) of this
         subsection 8.1.3, or more frequently if reasonably requested by Agent,
         Borrower shall cause to be prepared and furnished to Agent a Compliance
         Certificate in the form of EXHIBIT 8.1.3 hereto executed by the Chief
         Financial Officer of Borrower (a "Compliance Certificate").

                  8.1.4. BORROWING BASE CERTIFICATES. On or before the third
         (3rd) Business Day of each week from and after the date hereof, or more
         frequently as requested by Agent, Borrower shall deliver to Agent, in
         form acceptable to Agent, a Borrowing Base Certificate as of the last
         day of the immediately preceding week, with such supporting materials
         as Agent shall reasonably request.

                  8.1.5. LANDLORD, PROCESSOR AND STORAGE AGREEMENTS. Provide
         Agent with copies of all agreements between Borrower or any of its
         Subsidiaries and (i) any landlord, processor, distributor, warehouseman
         or consignee which owns any premises at which any Collateral may, from
         time to time, be kept and (ii) any Person not an Affiliate of Borrower
         that has any Property located on the premises of Borrower or any
         Subsidiary, whether for storage, processing or otherwise.

                  8.1.6. DEPOSIT ACCOUNTS. For each deposit account that
         Borrower at any time opens or maintains, Borrower shall, pursuant to an
         agreement in form and substance reasonably satisfactory to Agent, cause
         the depository bank to agree to comply at any time with instructions
         from Agent to such depository bank directing the disposition of funds
         from time to time credited to such deposit account, without further
         consent of Borrower.

                  8.1.7. PROJECTIONS. No later than 30 days prior to the end of
         each fiscal year of Borrower, deliver to Agent and each Lender, in
         preliminary form, Projections of


                                      -36-
<PAGE>

         Borrower and each of its Subsidiaries for the forthcoming fiscal year,
         month by month, and through the end of the Term on an annual basis,
         said Projections to be delivered in final form within 45 days after the
         end of such fiscal year.

                  8.1.8. MATERIAL SUBSIDIARIES. Cause each Material Subsidiary
         of Borrower (other than FW Holdings, Inc.), whether now or hereafter in
         existence, promptly upon Agent's request therefor, to execute and
         deliver to Lender a Guaranty Agreement and a security agreement
         pursuant to which such Material Subsidiary guaranties the payment of
         all Obligations and grants to Agent a first priority Lien (subject only
         to Permitted Liens) on all of its Properties of the types described in
         subsection 5.1.

                  8.1.9. STOCK PLANS. Employ a qualified valuation firm of
         recognized standing to make each valuation of Borrower's Securities
         subject to the Stock Plans that is required or otherwise made pursuant
         to the terms of the Stock Plans.

                  8.1.10. INTENTIONALLY OMITTED.

                  8.1.11. UNION CONTRACTS AND LABOR PRACTICES. As soon as
         available and in any event, within 180 days of the Original Closing
         Date, provide satisfactory evidence to Agent and Lenders that, within
         180 days of the Original Closing Date, Borrower has actually achieved
         the labor related savings reflected in Borrower's Projections delivered
         prior to the Original Closing Date, as a result of the implementation
         of the matters described in Section 9.7 of the Original Loan Agreement.

                  8.2. NEGATIVE COVENANTS.

                  During the Term, and thereafter for so long as there are any
Obligations outstanding, Borrower covenants that, unless otherwise consented to
by Majority Lenders (or by all Lenders if so specified), in writing, it shall
not:

                  8.2.1. MERGERS; CONSOLIDATIONS; ACQUISITIONS. Merge or
         consolidate, or permit any Subsidiary of Borrower to merge or
         consolidate, with any Person, other than mergers between Borrower and
         any of its wholly-owned Subsidiaries in which Borrower is the surviving
         entity; nor acquire, nor permit any of its Subsidiaries to acquire, all
         or any substantial part of the Properties of any Person, except for (i)
         acquisitions of assets consisting of fixed assets or real property that
         constitute Capital Expenditures permitted under subsection 8.2.8, (ii)
         any Permitted Acquisition to which all Lenders have consented and (iii)
         any other acquisition to which Majority Lenders have consented.

                  8.2.2. LOANS. Make, or permit any Subsidiary of Borrower to
         make, any loans or other advances of money to any Person, other than
         (i) for salary, travel advances, advances against commissions and other
         similar advances to employees in the ordinary course of business, (ii)
         extensions of trade credit in the ordinary course of business, (iii)
         deposits with financial institutions permitted under this Agreement,



                                      -37-
<PAGE>

         (iv) prepaid expenses and (v) loans by any Subsidiary of Borrower to
         Borrower or to another Subsidiary of Borrower.

                  8.2.3. TOTAL INDEBTEDNESS. Create, incur, assume, or suffer to
         exist, or permit any Subsidiary of Borrower to create, incur or suffer
         to exist, any Indebtedness for Money Borrowed, except:

                         (i) Obligations owing to Agent or any Lender under, or
                  arising from, this Agreement or any of the other Loan
                  Documents;

                         (ii) Indebtedness under the Indentures (and all related
                  agreements, instruments and documents) and the City Loan
                  Agreement (and all related agreements, instruments and
                  documents), in each case to the extent outstanding on the
                  Effective Date after completion of the Permitted Note Exchange
                  Offer;

                         (iii) after the completion of the Permitted Note
                  Exchange Offer, (a) Indebtedness under the Exchange
                  Instruments (and all related agreements, instruments and
                  documents) and (b) Indebtedness in respect of the Series C
                  Preferred;

                         (iv) Subordinated Debt listed on EXHIBIT 8.2.3 or
                  otherwise approved by Majority Lenders;

                         (v) other Indebtedness listed on EXHIBIT 8.2.3;

                         (vi) Derivative Obligations deemed acceptable by
                  Majority Lenders;

                         (vii) Permitted Purchase Money Indebtedness;

                         (viii) contingent liabilities (including any relating
                  reserves) arising from endorsements of checks and other
                  negotiable instruments for deposit or collection in the
                  ordinary course of business;

                         (ix) Guaranties of any Indebtedness permitted
                  hereunder;

                         (x) Capitalized Lease Obligations incurred in
                  connection with a Permitted GO Transaction and/or a Permitted
                  RD Transaction;

                         (xi) Indebtedness incurred in connection with a
                  Permitted Tandem Mill Transaction;

                         (xii) Indebtedness permitted pursuant to subsection
                  8.2.2(v);

                         (xiii) Indebtedness in respect of financed insurance
                  premiums;


                                      -38-
<PAGE>

                         (xiv) Indebtedness not included in paragraphs (i)
                  through (xiii) above which does not exceed at any time, in the
                  aggregate, the sum of $5,000,000; and

                         (xv) refinancings of any Indebtedness for Money
                  Borrowed and permitted under clause (iv), (v), (vii) (ix), (x)
                  or (xi) above, provided that (a) such refinancing Indebtedness
                  has a maximum principal amount not in excess of the sum of the
                  principal amount of, and accrued interest in respect of, the
                  Indebtedness being repaid at the time of repayment, plus
                  reasonable direct expenses of such refinancing, (b) the
                  refinancing Indebtedness is secured only by Liens on assets
                  that secured the Indebtedness being repaid, (c) the average
                  weighted life to maturity of the refinancing Indebtedness is
                  not shorter than that of the Indebtedness be repaid, (d) the
                  refinancing Indebtedness has terms that are not materially
                  more restrictive on Borrower and its Subsidiaries than the
                  Indebtedness being repaid and (e) refinancing Indebtedness
                  incurred by any Subsidiary of Borrower is not used to repay
                  Indebtedness of Borrower or another Subsidiary of Borrower.

                  8.2.4. AFFILIATE TRANSACTIONS. Enter into, or be a party to,
         or permit any Subsidiary of Borrower to enter into or be a party to,
         any transaction with any Affiliate of Borrower, including without
         limitation any management, consulting or similar fees, except (i) in
         the ordinary course of and pursuant to the reasonable requirements of
         Borrower's or such Subsidiary's business and upon fair and reasonable
         terms which are fully disclosed to Agent and are no less favorable to
         Borrower than would be obtained in a comparable arms-length transaction
         with a Person not an Affiliate, (ii) transactions involving Borrower,
         fiduciaries of and participants in, the Stock Plans made in compliance
         with applicable law and the terms of the Stock Plans, (iii) as set
         forth on EXHIBIT 8.2.4 hereto and (iv) as otherwise permitted under
         this Agreement.

                  8.2.5. LIMITATION ON LIENS. Create or suffer to exist, or
         permit any Subsidiary of Borrower to create or suffer to exist, any
         Lien upon any of its Property, whether now owned or hereafter acquired,
         except:

                         (i) Liens at any time granted in favor of Agent for the
                  benefit of Lenders;

                         (ii) Liens for taxes, assessments or governmental
                  charges not yet due, or being contested in the manner
                  described in subsection 7.1.14 hereto, but only if in Agent's
                  judgment such Lien would not reasonably be expected to
                  adversely effect Agent's rights or the priority of Agent's
                  lien on any Collateral;

                         (iii) Liens arising in the ordinary course of the
                  business of Borrower or any of its Subsidiaries by operation
                  of law or regulation, but only if payment in respect of any
                  such Lien is not at the time required and such Liens do not,
                  in the aggregate, materially detract from the value of the
                  Property of


                                      -39-
<PAGE>

                  Borrower and its Subsidiaries, taken as a whole, or materially
                  impair the use thereof in the operation of the business of
                  Borrower and its Subsidiaries;

                         (iv) Purchase Money Liens securing Permitted Purchase
                  Money Indebtedness;

                         (v) such other Liens as appear on EXHIBIT 8.2.5 hereto;

                         (vi) Liens incurred or deposits made in the ordinary
                  course of business of Borrower or any of its Subsidiaries in
                  connection with (1) worker's compensation, social security,
                  unemployment insurance and other similar laws and rules or (2)
                  sales contracts, leases, statutory obligations, work in
                  progress advances and other similar obligations not incurred
                  in connection with the borrowing of money or the payment of
                  the deferred purchase price of Property;

                         (vii) reservations, covenants, zoning and other land
                  use regulations, title exceptions or encumbrances granted in
                  the ordinary course of business, affecting real Property owned
                  or leased by Borrower or any of its Subsidiaries; PROVIDED
                  that such Liens do not in the aggregate materially interfere
                  with the use of such Property in the ordinary course of
                  Borrower's or such Subsidiary's business;

                         (viii) Liens arising from judgments or similar awards
                  that do not give rise to an Event of Default under subsection
                  10.1.15;

                         (ix) Liens on the Tandem Mill Collateral granted to
                  secure Indebtedness arising in connection with a Permitted
                  Tandem Mill Transaction;

                         (x) Liens on the GO Facility and the Transportation
                  Equipment granted to secure Indebtedness arising in connection
                  with a Permitted GO Transaction;

                         (xi) Liens on the RD Facility and the Transportation
                  Equipment granted to secure Indebtedness arising in connection
                  with a Permitted RD Transaction;

                         (xii) Liens on the Tandem Mill Collateral, the Tin Mill
                  Collateral and the Hot Mill Collateral, any Pledged Accounts
                  and any other "Collateral" (as defined in the Exchange
                  Intercreditor Agreement) securing the Indebtedness under the
                  Exchange Instruments, which Liens are junior to the Liens on
                  such Collateral securing the Obligations, in accordance with
                  the terms of the Exchange Intercreditor Agreement;

                         (xiii) Liens on Property securing up to $5,000,000 in
                  the aggregate of Indebtedness permitted under subsection
                  8.2.3, so long as such Liens relate to Property other than the
                  Collateral; and


                                      -40-
<PAGE>

                         (xiv) such other Liens as Lenders may hereafter approve
                  in writing.

                  8.2.6. PAYMENTS AND AMENDMENTS OF CERTAIN INSTRUMENTS.

                         (i) make or permit any Subsidiary of Borrower to make
                  any payment of any part or all of any Subordinated Debt or
                  take any other action or omit to take any other action in
                  respect of any Subordinated Debt, except in accordance with
                  the subordination agreement relative thereto or the
                  subordination provisions thereof;

                         (ii) amend or modify any agreement, instrument or
                  document evidencing or relating to any Subordinated Debt;

                         (iii) except in connection with amendments described in
                  the Registration Statement, which amendments are to become
                  effective on the Effective Date, amend or modify any
                  agreement, instrument or document evidencing or relating to
                  the Indebtedness under the Indentures or the City Loan
                  Agreement, including without limitation by means of a consent
                  solicitation or an exchange offer;

                         (iv) after consummation of the Permitted Note Exchange
                  Offer, (a) amend or modify any agreement, instrument or
                  document evidencing, securing or relating to the Indebtedness
                  under the Exchange Indentures, including without limitation
                  the Junior Intercreditor Agreement and the Junior Security
                  Documents; or (b) prepay all or any portion of the
                  Indebtedness under the Exchange Instruments at any time,
                  including (I) any optional prepayment, purchase or redemption,
                  (II) any prepayment, purchase or redemption upon an Asset
                  Disposition or other sale, transfer, lease or other
                  disposition of Property, including without limitation a sale
                  or leaseback transaction or an insured loss, or (III) any
                  prepayment, purchase or redemption upon a change of control or
                  similar event or (IV) with respect to the Indebtedness under
                  the Exchange Bonds, any prepayment, purchase or redemption
                  upon any determination or event of taxability; provided, that
                  notwithstanding the foregoing, Borrower may, in Borrower's
                  discretion, apply 50% (or such lesser percentage as may be
                  required pursuant to the Exchange Indentures then in effect)
                  of the Tandem Mill Sale Proceeds of an Approved Sale and
                  Leaseback constituting a Permitted Tandem Mill Transaction
                  that is not consummated in connection with an acquisition of
                  stock or assets, to redeem a portion of the Series C Preferred
                  or the Indebtedness under the Exchange Instruments, all as set
                  forth in the Exchange Intercreditor Agreement; or

                         (v) after consummation of the Permitted Note Exchange
                  Offer, pay cash interest accruing in respect of the Exchange
                  Instruments, other than semi-annual interest, on each April 1
                  and October 1 hereafter, commencing on October 1, 2002,
                  payable as follows:


                                      -41-
<PAGE>

                             (a) during the period from the date of issuance of
                         the Exchange Instruments to and including March 31,
                         2003, aggregate interest payments equal to the greater
                         ("Fixed Interest") of (I) 0.5% of the outstanding
                         principal balance of the Exchange Instruments or (II)
                         $4,000,000 minus aggregate interest accrued through
                         March 31, 2003 in respect of the Senior Notes and the
                         Indebtedness under the City Loan Agreement not
                         exchanged pursuant to the Permitted Note Exchange
                         Offer;

                             (b) during the period from April 1, 2003 to and
                         including March 31, 2005, aggregate interest payments
                         equal to the lesser of (I) 10% per annum of the
                         outstanding principal balance of the Exchange
                         Instruments (9% per annum in the case of the Exchange
                         Bonds) or (II) the sum of (A) the greater of (x) 0.5%
                         of the outstanding principal balance of the Exchange
                         Instruments and (y) $4,000,000, minus aggregate
                         interest accrued during each 12 month period from April
                         1 to March 31 in respect of the Senior Notes and the
                         Indebtedness under the City Loan Agreement not
                         exchanged pursuant to the Permitted Note Exchange
                         Offer, plus (B) "Contingent Interest" (as defined in
                         the Exchange Instruments, as in existence on the
                         Effective Date); and

                             (c) at all times on and after April 1, 2005,
                         aggregate interest payments equal to 10% per annum of
                         the outstanding principal balance of the Exchange
                         Instruments (9% per annum in the case of the Exchange
                         Bonds);

                         (vi) after consummation of the Permitted Note Exchange
                  Offer, (a) amend or modify in any respect the terms of the
                  Series C Preferred; or (b) exercise any conversion rights with
                  respect to the Series C Preferred; provided, that the
                  foregoing shall not prevent the conversion by Borrower of all
                  or any of the Series C Preferred to common stock Securities of
                  Borrower pursuant to the terms of the Series C Preferred as in
                  existence on the Effective Date, so long as such conversion
                  does not result in a Change of Control; or

                         (vii) make or permit any Subsidiary of Borrower to (a)
                  exercise any optional right of termination prior to the
                  "Expiration Date" (as defined in the MABCO Lease, as in effect
                  on the date hereof), or any optional right of prepayment of
                  all or any of the liabilities under the MABCO Lease or (b)
                  unless immediately after making such payment, no Event of
                  Default is in existence and the outstanding principal balance
                  of the Loans is zero, make any payment in respect of the
                  exercise by the lessor under the MABCO Lease of its right to
                  require the exercise of the "Termination Option" (as defined
                  in the MABCO Lease, as in effect on the date hereof), upon the
                  occurrence of a "Put Event" (as defined in the MABCO Lease, as
                  in effect on the date hereof) or in respect of any guaranty of
                  such payment obligations.


                                      -42-
<PAGE>

                  8.2.7. DISTRIBUTIONS. Declare or make, or permit any
         Subsidiary of Borrower to declare or make, any Distributions, except
         for:

                         (i) Distributions by any Subsidiary of Borrower to
                  Borrower or to another Subsidiary of Borrower;

                         (ii) Distributions paid solely in Securities of
                  Borrower or any of its Subsidiaries;

                         (iii) redemption of the Series C Preferred (a) to the
                  extent permitted in the proviso to subsection 8.2.6(iv) or (b)
                  upon maturity thereof on April 1, 2013; and

                         (iv) Permitted Distributions, but in no event shall
                  Borrower exercise any right of first refusal, call or similar
                  optional repurchase rights provided under the Stock Plans.

                  8.2.8. CAPITAL EXPENDITURES. Make Capital Expenditures
         (including, without limitation, by way of capitalized leases) which, in
         the aggregate, as to Borrower and all of its Subsidiaries, for any
         fiscal year set forth below, exceed the amount set forth below opposite
         such fiscal year, but excluding Capitalized Lease Obligations incurred
         in connection with the Liquidity Improvement Financing Plan, a
         Permitted GO Transaction and a Permitted RD Transaction:

                        FISCAL YEAR                        AMOUNT
                        -----------                        ------
                            2002                         $13,800,000
                            2003                         $34,500,000

         Notwithstanding the foregoing, the Capital Expenditure limitation
         applicable in the 2003 fiscal year shall be increased to $40,000,000 if
         (i) EBITDA for such fiscal year is equal to or greater than $98,400,000
         and (ii) after making each Capital Expenditure during such fiscal year
         in excess of the $34,500,000 limitation, pro forma Availability would
         be at least $50,000,000. If Borrower and its Subsidiaries do not use
         the entire amount of Capital Expenditures permitted in any Fiscal Year,
         they may carry forward to the first six months of the next succeeding
         fiscal year only, 50% of such unused amount (with Capital Expenditures
         made in such 6 month period applied last to such unused amount).

                  8.2.9. DISPOSITION OF ASSETS. Sell, lease or otherwise dispose
         of any of, or permit any Subsidiary of Borrower to sell, lease or
         otherwise dispose of any of, its Properties, including any disposition
         of Property as part of a sale and leaseback transaction, to or in favor
         of any Person, except for:

                         (i) sales of Inventory in the ordinary course of
                  business;


                                      -43-
<PAGE>

                         (ii) transfers of Property to Borrower by a Subsidiary
                  of Borrower or to a Subsidiary of Borrower by another
                  Subsidiary of Borrower;

                         (iii) so long as no Default or Event of Default exists
                  and is continuing, dispositions of Property that is
                  substantially worn, damaged, uneconomic or obsolete with
                  Property of like kind, function and value, PROVIDED, that the
                  replacement Property shall be acquired within 90 days after
                  any disposition of Property that is to be replaced and the
                  replacement Property shall be free and clear of Liens other
                  than Permitted Liens that are not Purchase Money Liens;

                         (iv) so long as no Default or Event of Default exists
                  and is continuing, dispositions of Equipment and other fixed
                  assets which, in the aggregate during any consecutive
                  twelve-month period, have a fair market value or a book value,
                  whichever is less, of $5,000,000 or less, and the net cash
                  proceeds of which dispositions are promptly delivered to Agent
                  for application against the then outstanding principal balance
                  of the Revolving Credit Loans;

                         (v) dispositions of investments described in paragraphs
                  (iv), (v), (vi) and (vii) of the definition of the term
                  "Restricted Investments";

                         (vi) the transactions described on EXHIBIT 9.9 hereto
                  in furtherance of the Liquidity Improvement Financing Program,
                  all consummated on or before the Original Closing Date, to the
                  extent the same were permitted in the Indentures and the City
                  Loan Agreement;

                         (vii) the disposition of the Tandem Mill Collateral in
                  connection with a Permitted Tandem Mill Transaction;

                         (viii) the disposition of the GO Facility in connection
                  with a Permitted GO Transaction;

                         (ix) the disposition of the RD Facility in connection
                  with a Permitted RD Transaction;

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

                         (xi) other dispositions expressly authorized by this
                  Agreement.

                  8.2.10. SECURITIES OF SUBSIDIARIES. Permit any of its
         Subsidiaries to issue any additional Securities except to Borrower and
         except for director's qualifying Securities.

                  8.2.11. BILL-AND-HOLD SALES, ETC. Make, or permit any
         Subsidiary of Borrower to make, a sale to any customer on a
         bill-and-hold, guaranteed sale, sale and


                                      -44-
<PAGE>

return, sale on approval, repurchase or return or consignment basis, unless
otherwise agreed by Agent and Majority Lenders.

                  8.2.12. RESTRICTED INVESTMENT. Make or have, or permit any
         Subsidiary of Borrower to make or have, any Restricted Investment.

                  8.2.13. SUBSIDIARIES AND JOINT VENTURES. Create, acquire or
         otherwise suffer to exist, or permit any Subsidiary of Borrower to
         create, acquire or otherwise suffer to exist, any Subsidiary or joint
         venture arrangement not in existence as of the Original Closing Date,
         or commit, or permit any Subsidiary of Borrower to commit, to make a
         loan, advance or capital contribution to any joint venture arrangement
         or entity.

                  8.2.14. TAX CONSOLIDATION. File or consent to the filing of
         any consolidated income tax return with any Person other than
         Borrower's Subsidiaries.

                  8.2.15. ORGANIZATIONAL DOCUMENTS. Other than the amendment to
         Borrower's certificate of incorporation on or prior to the Effective
         Date as necessary to establish the Series C Preferred, in the form
         attached hereto as EXHIBIT 8.2.15, agree to, or suffer to occur, any
         amendment, supplement or addition to its or any of its Subsidiaries'
         charter, articles or certificate of incorporation, certificate of
         formation, limited partnership agreement, bylaws, limited liability
         agreement, operating agreement or other organizational documents (as
         the case may be), that would reasonably be expected to have a Material
         Adverse Effect.

                  8.2.16. FISCAL YEAR END. Change, or permit any Subsidiary of
         Borrower to change, its fiscal year end.

                  8.2.17. NEGATIVE PLEDGES. Enter into any agreement limiting
         the ability of Borrower or any of its Subsidiaries to voluntarily
         create Liens upon any of its Property, except pursuant to the
         Indentures, the City Loan Agreement and the Exchange Indentures.

                  8.2.18. STRUCTURAL CHANGES. Change its or any of its
         Subsidiaries' legal name, state of incorporation or organization, Type
         of Organization or Organizational I.D. Number, in each case without
         providing Agent with at least 30 days' prior written notice thereof.

                         SECTION 9. CONDITIONS PRECEDENT

                  9.1. CONDITIONS TO EFFECTIVENESS OF THIS AGREEMENT.

                  Notwithstanding any other provision of this Agreement or any
of the other Loan Documents, this Agreement shall not be effective, and no
Lender shall be required to make any Loan, nor shall Agent be required to or
issue or procure any Letter of Credit or LC Guaranty, unless and until each of
the following conditions has been and continues to be satisfied on or prior to
June 30, 2002 (provided, that during the period prior to the Effective Date, and
after June 30, 2002 if such conditions have not been met, Lenders shall make
loans available to


                                      -45-
<PAGE>

Borrower, and Agent shall issue letters of credit and letter of credit
guaranties, in each case pursuant to the terms of the Original Loan Agreement):

                  9.1.1. PERMITTED NOTE EXCHANGE OFFER AND CONSENT
         SOLICITATIONS. The Permitted Note Exchange Offer shall have been
         consummated and in connection therewith, the Exchange Instruments shall
         have been issued pursuant to the Exchange Indentures, the Indentures
         and the City Loan Agreement shall have been amended as set forth in the
         Registration Statement and the Series C Preferred shall have been
         issued as provided in the Registration Statement.

                  9.1.2. DOCUMENTATION. On the Closing Date, Agent shall have
         received, in form and substance satisfactory to Agent and its counsel,
         duly executed copies of this Agreement and the other agreements,
         instruments, documents and other items listed on EXHIBIT 9.1.2(A)
         hereto. On or before the Effective Date, Agent shall have received, in
         form and substance satisfactory to Agent and its counsel, duly executed
         copies of all agreements, instruments, documents and other items listed
         on EXHIBIT 9.1.2(B) hereto.

                  9.1.3. NO DEFAULT. No Default or Event of Default under the
         Original Loan Agreement shall exist.

                  9.1.4. NO LITIGATION. No action, proceeding, investigation,
         regulation or legislation shall have been instituted, threatened or
         proposed before any court, governmental agency or legislative body to
         enjoin, restrain or prohibit, or to obtain damages in respect of, or
         which is related to or arises out of this Agreement or the consummation
         of the transactions contemplated hereby including without limitation
         the Permitted Note Exchange Offer.

                  9.1.5. MATERIAL ADVERSE EFFECT. As of the Effective Date,
         since December 31, 2001, there has not been any material adverse change
         in its business, assets, financial condition, income or prospects and
         no event or condition exists which would be reasonably likely to result
         in any Material Adverse Effect.

                  9.2. CONDITIONS TO FUTURE ADVANCES.

                  Notwithstanding any other provision of this Agreement or any
of the other Loan Documents, and without affecting in any manner the rights of
Agent or any Lender under the other sections of this Agreement, no Lender shall
be required to make any Loan, nor shall Agent be required to or issue or procure
any Letter of Credit or LC Guaranty, unless and until each of the following
conditions has been and continues to be satisfied:

                  9.2.1. DOCUMENTATION. Agent shall have received, in form and
         substance satisfactory to Agent and its counsel, such additional
         documents, instruments, opinions and certificates as Agent and its
         counsel shall require from time to time pursuant to the terms of this
         Agreement and the Loan Documents.

                  9.2.2. NO DEFAULT. No Default or Event of Default shall exist.


                                      -46-
<PAGE>

          SECTION 10. EVENTS OF DEFAULT; RIGHTS AND REMEDIES ON DEFAULT

                  10.1. EVENTS OF DEFAULT.

                  The occurrence of one or more of the following events shall
constitute an "Event of Default":

                  10.1.1. PAYMENT OF OBLIGATIONS. Borrower shall fail to pay any
         of the Obligations hereunder or under any Note on the due date thereof
         (whether due at stated maturity, on demand, upon acceleration or
         otherwise).

                  10.1.2. MISREPRESENTATIONS. Any representation, warranty or
         other statement made or furnished to Agent or any Lender by or on
         behalf of Borrower, any Subsidiary of Borrower or any Guarantor in this
         Agreement, any of the other Loan Documents or any instrument,
         certificate or financial statement furnished in compliance with or in
         reference thereto proves to have been false or misleading in any
         material respect when made, furnished or reaffirmed pursuant to Section
         7.2 hereof.

                  10.1.3. BREACH OF SPECIFIC COVENANTS. Borrower shall fail or
         neglect to perform, keep or observe any covenant contained in Section
         or subsection 5.3, 5.4, 6.1.1, 6.1.2, 6.2.4, 6.2.5, 8.1.1, 8.1.2,
         8.1.4, 8.1.8, 8.1.11 or 8.2 hereof on the date that Borrower is
         required to perform, keep or observe such covenant or shall fail or
         neglect to perform, keep or observe any covenant contained in Section
         8.1.3 or 8.1.7 hereof within 5 days following the date on which
         Borrower is required to perform, keep or observe such covenant.

                  10.1.4. BREACH OF OTHER COVENANTS. Borrower shall fail or
         neglect to perform, keep or observe any covenant contained in this
         Agreement (other than a covenant which is dealt with specifically
         elsewhere in Section 10.1 hereof) and the breach of such other covenant
         is not cured to Agent's satisfaction within 15 days after the sooner to
         occur of Borrower's receipt of notice of such breach from Agent or the
         date on which such failure or neglect first becomes known to any
         officer of Borrower.

                  10.1.5. DEFAULT UNDER SECURITY DOCUMENTS OR OTHER AGREEMENTS.
         Any event of default shall occur under, or Borrower, any of its
         Subsidiaries or any other Guarantor shall default in the performance or
         observance of any term, covenant, condition or agreement contained in,
         any of the Security Documents, or the Other Agreements and such default
         shall continue beyond any applicable grace period.

                  10.1.6. OTHER DEFAULTS. There shall occur any default or event
         of default on the part of Borrower, any Subsidiary of Borrower or any
         other Guarantor under any agreement, document or instrument to which
         Borrower, such Subsidiary of Borrower or such Guarantor is a party or
         by which Borrower, such Subsidiary of Borrower or such Guarantor or any
         of its Property is bound, evidencing or relating to any Indebtedness
         (other than the Obligations) with an outstanding principal balance in
         excess of $5,000,000, if the payment or maturity of such Indebtedness
         is or could be


                                      -47-
<PAGE>

         accelerated in consequence of such event of default or demand for
         payment of such Indebtedness is made or could be made in accordance
         with the terms thereof.

                  10.1.7. UNINSURED LOSSES. Any material loss, theft, damage or
         destruction of any material portion of the Collateral, if not fully
         covered (subject to such deductibles and self-insurance retentions as
         Agent shall have permitted) by insurance.

                  10.1.8. INSOLVENCY AND RELATED PROCEEDINGS. Borrower, any
         Subsidiary of Borrower or any Guarantor shall cease to be Solvent or
         shall suffer the appointment of a receiver, trustee, custodian or
         similar fiduciary, or shall make an assignment for the benefit of
         creditors, or any petition for an order for relief shall be filed by or
         against Borrower, any Subsidiary of Borrower or any Guarantor under
         U.S. federal bankruptcy laws (if against Borrower, any Subsidiary of
         Borrower or any Guarantor the continuation of such proceeding for more
         than 60 days), or Borrower, any Subsidiary of Borrower or any Guarantor
         shall make any offer of settlement, extension or composition to their
         respective unsecured creditors generally.

                  10.1.9. BUSINESS DISRUPTION; CONDEMNATION. There shall occur a
         cessation of a substantial part of the business of Borrower or any
         Subsidiary of Borrower for a period which materially and adversely
         affects the ability of Borrower and its Subsidiaries capacity, taken as
         a whole, to continue their businesses on a profitable basis; or
         Borrower or any Subsidiary of Borrower shall suffer the loss or
         revocation of any license or permit now held or hereafter acquired by
         Borrower or any Subsidiary of Borrower, the loss or revocation of which
         could reasonably be expected to have a Material Adverse Effect; or
         Borrower and its Subsidiaries shall be enjoined, restrained or in any
         way prevented by court, governmental or administrative order from
         conducting all or any material part of the business affairs of Borrower
         and its Subsidiaries, taken as a whole; or any material lease or
         agreement pursuant to which Borrower or any Subsidiary of Borrower
         leases, uses or occupies any Property shall be canceled or terminated
         prior to the expiration of its stated term, other than any such lease
         or agreement the cancellation or termination of which could not
         reasonably be expected to have a Material Adverse Effect; or any
         material portion of the Collateral shall be taken through condemnation
         or the value of such Property shall be impaired through condemnation.

                  10.1.10. CHANGE OF CONTROL. A Change of Control shall have
         occurred.

                  10.1.11. ERISA. A Reportable Event shall occur which leads to
         the termination of any Plan or for the appointment by the appropriate
         United States district court of a trustee for any Plan, or if any Plan
         shall be otherwise terminated or any such trustee shall be requested or
         otherwise appointed, or if Borrower, any Subsidiary of Borrower or any
         Guarantor is in "default" (as defined in Section 4219(c)(5) of ERISA)
         with respect to payments to a Multiemployer Plan resulting from
         Borrower's, such Subsidiary's or such Guarantor's complete or partial
         withdrawal from such Plan and, in each case described above such event
         could reasonably be expected to have a Material Adverse Effect.


                                      -48-
<PAGE>

                  10.1.12. CHALLENGE TO AGREEMENT. Borrower, any Subsidiary of
         Borrower or any Guarantor, or any Affiliate of any of them, shall
         challenge or contest in any action, suit or proceeding the validity or
         enforceability of this Agreement or any of the other Loan Documents,
         the legality or enforceability of any of the Obligations or the
         perfection or priority of any Lien granted to Agent.

                  10.1.13. REPUDIATION OF OR DEFAULT UNDER GUARANTY AGREEMENT.
         Any Guarantor shall revoke or attempt to revoke the Guaranty Agreement
         signed by such Guarantor, or shall repudiate such Guarantor's liability
         thereunder or shall be in default under the terms thereof.

                  10.1.14. CRIMINAL FORFEITURE. Borrower, any Subsidiary of
         Borrower or any Guarantor shall be criminally indicted or convicted
         under any law that could lead to a forfeiture of any Property of
         Borrower, any Subsidiary of Borrower or any Guarantor.

                  10.1.15. JUDGMENTS. Any money judgments, writ of attachment or
         similar processes (collectively, "Judgments") are issued or rendered
         against Borrower, any Subsidiary of Borrower or any Guarantor, or any
         of their respective Property (i) in the case of money judgments, in an
         amount of $5,000,000 or more for all such judgments, attachments or
         processes in the aggregate, in each case in excess of any applicable
         insurance with respect to which the insurer has admitted liability, and
         (ii) in the case of non-monetary Judgments, such Judgment or Judgments
         (in the aggregate) could reasonably be expected to have a Material
         Adverse Effect, in each case which Judgment is not stayed, released or
         discharged within 30 days.

                  10.1.16. CERTAIN PAYMENTS IN RESPECT OF SENIOR NOTES AND CITY
         LOAN AGREEMENT. During the period after the completion of the Permitted
         Note Exchange Offer (as evidenced by the issuance of the Exchange
         Instruments), Borrower (i) makes any payment of principal in respect of
         the Senior Notes or the Indebtedness under the City Loan Agreement
         prior to its stated maturity or (ii) in any 12 month period, pays more
         than an aggregate of $4,000,000 of accrued interest in respect of the
         Senior Notes and the Indebtedness under the City Loan Agreement
         (including without limitation any accrued and unpaid interest for prior
         periods).

                  10.1.17. MABCO LEASE. An "Event of Default" shall occur under
         the MABCO Lease and shall continue beyond any cure period applicable
         thereto under the terms of the MABCO Lease.

                  10.2. ACCELERATION OF THE OBLIGATIONS.

                  Upon or at any time after the occurrence and during the
continuance of an Event of Default, (i) the Revolving Loan Commitments shall, at
the option of Agent or Majority Lenders be terminated and/or (ii) Agent or
Majority Lenders may declare all or any portion of the Obligations at once due
and payable without presentment, demand protest or further notice by Agent or
any Lender, and Borrower shall forthwith pay to Agent, the full amount of such
Obligations, PROVIDED, that upon the occurrence of an Event of Default specified
in subsection


                                      -49-
<PAGE>

         10.1.8 hereof, the Revolving Loan Commitments shall automatically be
         terminated and all of the Obligations shall become automatically due
         and payable, in each case without declaration, notice or demand by
         Agent or any Lender.

                  10.3. OTHER REMEDIES.

                  Upon the occurrence and during the continuance of an Event of
Default, Agent shall have and may exercise from time to time the following other
rights and remedies:

                  10.3.1. All of the rights and remedies of a secured party
         under the UCC or under other applicable law, and all other legal and
         equitable rights to which Agent or Lenders may be entitled, all of
         which rights and remedies shall be cumulative and shall be in addition
         to any other rights or remedies contained in this Agreement or any of
         the other Loan Documents, and none of which shall be exclusive.

                  10.3.2. The right to take immediate possession of the
         Collateral, and to (i) require Borrower and each of its Subsidiaries to
         assemble the Collateral, at Borrower's expense, and make it available
         to Agent at a place designated by Agent which is reasonably convenient
         to both parties, and (ii) enter any premises where any of the
         Collateral shall be located and to keep and store the Collateral on
         said premises until sold (and if said premises be the Property of
         Borrower or any Subsidiary of Borrower, Borrower agrees not to charge,
         or permit any of its Subsidiaries to charge, Agent for storage
         thereof).

                  10.3.3. The right to sell or otherwise dispose of all or any
         Collateral in its then condition, or after any further manufacturing or
         processing thereof, at public or private sale or sales, with such
         notice as may be required by law, in lots or in bulk, for cash or on
         credit, all as Agent, in its sole discretion, may deem advisable. Agent
         may, at Agent's option, disclaim any and all warranties regarding the
         Collateral in connection with any such sale. Borrower agrees that 10
         days' written notice to Borrower or any of its Subsidiaries of any
         public or private sale or other disposition of Collateral shall be
         reasonable notice thereof, and such sale shall be at such locations as
         Agent may designate in said notice. Agent shall have the right to
         conduct such sales on Borrower's or any of its Subsidiaries' premises,
         without charge therefor, and such sales may be adjourned from time to
         time in accordance with applicable law. Agent shall have the right to
         sell, lease or otherwise dispose of the Collateral, or any part
         thereof, for cash, credit or any combination thereof, and Agent, on
         behalf of Lenders, may purchase all or any part of the Collateral at
         public or, if permitted by law, private sale and, in lieu of actual
         payment of such purchase price, may set off the amount of such price
         against the Obligations. The proceeds realized from the sale of any
         Collateral may be applied, after allowing 2 Business Days for
         collection, first to the costs, expenses and attorneys' fees incurred
         by Agent in collecting the Obligations, in enforcing the rights of
         Agent and Lenders under the Loan Documents and in collecting, retaking,
         completing, protecting, removing, storing, advertising for sale,
         selling and delivering any Collateral, second to the interest due upon
         any of the Obligations; third, to the principal of the Obligations
         other than the Derivative


                                      -50-
<PAGE>

         Obligations and the Product Obligations; and fourth, to the Derivative
         Obligations and the Product Obligations. If any deficiency shall arise,
         Borrower and each Guarantor shall remain jointly and severally liable
         to Agent and Lenders therefor.

                  10.3.4. Agent is hereby granted a license or other right to
         use, without charge, Borrower's and each of its Subsidiary's labels,
         patents, copyrights, licenses, rights of use of any name, trade
         secrets, tradenames, trademarks and advertising matter, or any Property
         of a similar nature, as it pertains to the Collateral, in completing,
         advertising for sale and selling any Collateral and Borrower's and each
         of its Subsidiary's rights under all licenses and all franchise
         agreements shall inure to Agent's benefit.

                  10.3.5. Agent may, at its option, require Borrower to deposit
         with Agent funds equal to the LC Amount and, if Borrower fails to
         promptly make such deposit, Agent may advance such amount as a
         Revolving Credit Loan (whether or not an Overadvance is created
         thereby). Each such Revolving Credit Loan shall be secured by all of
         the Collateral and shall constitute a Base Rate Portion. Any such
         deposit or advance shall be held by Agent as a reserve to fund future
         payments on such LC Guaranties and future drawings against such Letters
         of Credit. At such time as all LC Guaranties have been paid or
         terminated and all Letters of Credit have been drawn upon or expired,
         any amounts remaining in such reserve shall be applied against any
         outstanding Obligations, or, if all Obligations have been indefeasibly
         paid in full, returned to Borrower.

                  10.4. SET OFF AND SHARING OF PAYMENTS.

                  In addition to any rights now or hereafter granted under
applicable law and not by way of limitation of any such rights, during the
continuance of any Event of Default, each Lender is hereby authorized by
Borrower at any time or from time to time, with prior written consent of Agent
and with reasonably prompt subsequent notice to Borrower (any prior or
contemporaneous notice to Borrower being hereby expressly waived) to set off and
to appropriate and to apply any and all (i) balances held by such Lender at any
of its offices for the account of Borrower or any of its Subsidiaries
(regardless of whether such balances are then due to Borrower or its
Subsidiaries), and (ii) other property at any time held or owing by such Lender
to or for the credit or for the account of Borrower or any of its Subsidiaries,
against and on account of any of the Obligations. Any Lender exercising a right
to set off shall, to the extent the amount of any such set off exceeds its
Revolving Loan Percentage of the amount set off, purchase for cash (and the
other Lenders shall sell) interests in each such other Lender's pro rata share
of the Obligations as would be necessary to cause such Lender to share such
excess with each other Lender in accordance with their respective Revolving Loan
Percentages. Each Borrower agrees, to the fullest extent permitted by law, that
any Lender may exercise its right to set off with respect to amounts in excess
of its pro rata share of the Obligations and upon doing so shall deliver such
excess to Agent for the benefit of all Lenders in accordance with the Revolving
Loan Percentages.


                                      -51-
<PAGE>

                  10.5. REMEDIES CUMULATIVE; NO WAIVER.

                  All covenants, conditions, provisions, warranties, guaranties,
indemnities, and other undertakings of Borrower contained in this Agreement and
the other Loan Documents, or in any document referred to herein or contained in
any agreement supplementary hereto or in any schedule or in any Guaranty
Agreement given to Agent or any Lender or contained in any other agreement
between any Lender and Borrower or between Agent and Borrower heretofore,
concurrently, or hereafter entered into, shall be deemed cumulative to and not
in derogation or substitution of any of the terms, covenants, conditions, or
agreements of Borrower herein contained. The failure or delay of Agent or any
Lender to require strict performance by Borrower of any provision of this
Agreement or to exercise or enforce any rights, Liens, powers, or remedies
hereunder or under any of the aforesaid agreements or other documents or
security or Collateral shall not operate as a waiver of such performance, Liens,
rights, powers and remedies, but all such requirements, Liens, rights, powers,
and remedies shall continue in full force and effect until all Loans and other
Obligations owing or to become owing from Borrower to Agent and each Lender have
been fully satisfied. None of the undertakings, agreements, warranties,
covenants and representations of Borrower contained in this Agreement or any of
the other Loan Documents and no Default or Event of Default by Borrower under
this Agreement or any other Loan Documents shall be deemed to have been
suspended or waived by Lenders, unless such suspension or waiver is by an
instrument in writing specifying such suspension or waiver and is signed by a
duly authorized representative of Agent (on behalf of itself, Majority Lenders
or all Lenders, as required pursuant to subsection 11.10) and directed to
Borrower.

                              SECTION 11. THE AGENT

                  11.1. AUTHORIZATION AND ACTION.

                  Each Lender hereby appoints and authorizes Agent to take such
action on its behalf and to exercise such powers under this Agreement and the
other Loan Documents as are delegated to Agent by the terms hereof and thereof,
together with such powers as are reasonably incidental thereto. Each Lender
hereby acknowledges that Agent shall not have by reason of this Agreement
assumed a fiduciary relationship in respect of any Lender. In performing its
functions and duties under this Agreement, Agent shall act solely as agent of
Lenders and shall not assume, or be deemed to have assumed, any obligation
toward, or relationship of agency or trust with or for, Borrower. As to any
matters not expressly provided for by this Agreement and the other Loan
Documents (including without limitation enforcement and collection of the
Notes), Agent may, but shall not be required to, exercise any discretion or take
any action, but shall be required to act or to refrain from acting (and shall be
fully protected in so acting or refraining from acting) upon the instructions of
the Majority Lenders, whenever such instruction shall be requested by Agent or
required hereunder, or a greater or lesser number of Lenders if so required
hereunder, and such instructions shall be binding upon all Lenders; PROVIDED,
that Agent shall be fully justified in failing or refusing to take any action
which exposes Agent to any liability or which is contrary to this Agreement, the
other Loan Documents or applicable law, unless Agent is indemnified to its
satisfaction by the other Lenders against any and all liability and expense


                                      -52-
<PAGE>

which it may incur by reason of taking or continuing to take any such action. If
Agent seeks the consent or approval of the Majority Lenders (or a greater or
lesser number of Lenders as required in this Agreement), with respect to any
action hereunder, Agent shall send notice thereof to each Lender and shall
notify each Lender at any time that the Majority Lenders (or such greater or
lesser number of Lenders) have instructed Agent to act or refrain from acting
pursuant hereto.

                  11.2. AGENT'S RELIANCE, ETC.

                  Neither Agent, any Affiliate of Agent, nor any of their
respective directors, officers, agents or employees shall be liable for any
action taken or omitted to be taken by it or them under or in connection with
this Agreement or the other Loan Documents, except for its or their own gross
negligence or willful misconduct. Without limitation of the generality of the
foregoing, Agent: (i) may treat each Lender party hereto as the holder of
Obligations until Agent receives written notice of the assignment or transfer or
such lender's portion of the Obligations signed by such Lender and in form
reasonably satisfactory to Agent; (ii) may consult with legal counsel,
independent public accountants and other experts selected by it and shall not be
liable for any action taken or omitted to be taken in good faith by it in
accordance with the advice of such counsel, accountants or experts, (iii) makes
no warranties or representations to any Lender and shall not be responsible to
any Lender for any recitals, statements, warranties or representations made in
or in connection with this Agreement or any other Loan Documents; (iv) shall not
have any duty beyond Agent's customary practices in respect of loans in which
Agent is the only lender, to ascertain or to inquire as to the performance or
observance of any of the terms, covenants or conditions of this Agreement or the
other Loan Documents on the part of Borrower, to inspect the property (including
the books and records) of Borrower, to monitor the financial condition of
Borrower or to ascertain the existence or possible existence or continuation of
any Default or Event of Default; (v) shall not be responsible to any Lender for
the due execution, legality, validity, enforceability, genuineness, sufficiency
or value of this Agreement or the other Loan Documents or any other instrument
or document furnished pursuant hereto or thereto; (vi) shall not be liable to
any Lender for any action taken, or inaction, by Agent upon the instructions of
Majority Lenders pursuant to Section 11.1 hereof or refraining to take any
action pending such instructions; (vii) shall not be liable for any
apportionment or distributions of payments made by it in good faith pursuant to
Section 3 hereof; (viii) shall incur no liability under or in respect of this
Agreement or the other Loan Documents by acting upon any notice, consent,
certificate, message or other instrument or writing (which may be by telephone,
facsimile, telegram, cable or telex) believed in good faith by it to be genuine
and signed or sent by the proper party or parties; and (ix) may assume that no
Event of Default has occurred and is continuing, unless Agent has actual
knowledge of the Event of Default, has received notice from Borrower or
Borrower's independent certified public accounts stating the nature of the Event
of Default, or has received notice from a Lender stating the nature of the Event
of Default and that such Lender considers the Event of Default to have occurred
and to be continuing. In the event any apportionment or distribution described
in clause (vii) above is determined to have been made in error, the sole
recourse of any Person to whom payment was due but not made shall be to recover
from the recipients of


                                      -53-
<PAGE>

such payments any payment in excess of the amount to which they are determined
to have been entitled.

                  11.3. FLEET AND AFFILIATES.

                  With respect to its commitment hereunder to make Loans, Fleet
shall have the same rights and powers under this Agreement and the other Loan
Documents as any other Lender and may exercise the same as though it were not
Agent; and the terms "Lender," "Lenders" or "Majority Lenders" shall, unless
otherwise expressly indicated, include Fleet in its individual capacity as a
Lender. Fleet and its Affiliates may lend money to, and generally engage in any
kind of business with, Borrower, and any Person who may do business with or own
Securities of Borrower all as if Fleet were not Agent and without any duty to
account therefor to any other Lender.

                  11.4. LENDER CREDIT DECISION.

                  Each Lender acknowledges that it has, independently and
without reliance upon Agent or any other Lender and based on the financial
statements referred to herein and such other documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender also acknowledges that it will, independently and without
reliance upon Agent or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement. Agent
shall not have any duty or responsibility, either initially or on an ongoing
basis, to provide any Lender with any credit or other similar information
regarding Borrower.

                  11.5. INDEMNIFICATION.

                  Lenders agree to indemnify Agent (to the extent not reimbursed
by Borrower), in accordance with their respective Revolving Loan Percentages,
from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever which may be imposed on, incurred by, or asserted
against Agent in any way relating to or arising out of this Agreement or any
other Loan Document or any action taken or omitted by Agent under this
Agreement; PROVIDED that no Lender shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from Agent's gross negligence or
willful misconduct. Without limitation of the foregoing, each Lender agrees to
reimburse Agent promptly upon demand for its ratable share, as set forth above,
of any out-of-pocket expenses (including attorneys' fees) incurred by Agent in
connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiation, legal
proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement and each other Loan Document, to the
extent that Agent is not reimbursed for such expenses by Borrower. The
obligations of Lenders under this Section 11.5 shall survive the payment in full
of all Obligations and the termination of this Agreement. If after payment and
distribution of any amount by Agent to Lenders, any Lender or any other Person,
including Borrower, any


                                      -54-
<PAGE>

creditor of Borrower, a liquidator, administrator or trustee in bankruptcy,
recovers from Agent any amount found to have been wrongfully paid to Agent or
disbursed by Agent to Lenders, then Lenders, in accordance with their respective
Revolving Loan Percentages, shall reimburse Agent for all such amounts.

                  11.6. RIGHTS AND REMEDIES TO BE EXERCISED BY AGENT ONLY.

                  Each Lender agrees that, except as set forth in Section 10.4,
no Lender shall have any right individually (i) to realize upon the security
created by this Agreement or any other Loan Document, (ii) to enforce any
provision of this Agreement or any other Loan Document, or (iii) to make demand
under this Agreement or any other Loan Document.

                  11.7. AGENCY PROVISIONS RELATING TO COLLATERAL.

                  Each Lender authorizes and ratifies Agent's entry into this
Agreement and the Security Documents for the benefit of Lenders. Each Lender
agrees that any action taken by Agent with respect to the Collateral in
accordance with the provisions of this Agreement or the Security Documents, and
the exercise by Agent of the powers set forth herein or therein, together with
such other powers as are reasonably incidental thereto, shall be authorized and
binding upon all Lenders. Agent is hereby authorized on behalf of all Lenders,
without the necessity of any notice to or further consent from any Lender, to
take any action with respect to any Collateral or the Loan Documents which may
be necessary to perfect and maintain perfected Agent's Liens upon the
Collateral, for its benefit and the ratable benefit of Lenders. Lenders hereby
irrevocably authorize Agent, at its option and in its discretion, to release any
Lien granted to or held by Agent upon any Collateral (i) upon termination of the
Agreement and payment and satisfaction of all Obligations; or (ii) constituting
property being sold or disposed of if Borrower certifies to Agent that the sale
or disposition is made in compliance with subsection 8.2.9 hereof (and Agent may
rely conclusively on any such certificate, without further inquiry); or (iii) to
the extent such release is required pursuant to the Exchange Intercreditor
Agreement; or (iv) constituting property in which Borrower owned no interest at
the time the Lien was granted or at any time thereafter; or (v) in connection
with any foreclosure sale or other disposition of Collateral after the
occurrence and during the continuation of an Event of Default or (vi) if
approved, authorized or ratified in writing by Agent at the direction of all
Lenders. Upon request by Agent at any time, Lenders will confirm in writing
Agent's authority to release particular types or items of Collateral pursuant
hereto. Agent shall have no obligation whatsoever to any Lender or to any other
Person to assure that the Collateral exists or is owned by Borrower or is cared
for, protected or insured or has been encumbered or that the Liens granted to
Agent herein or pursuant to the Security Documents have been properly or
sufficiently or lawfully created, perfected, protected or enforced or are
entitled to any particular priority, or to exercise at all or in any particular
manner or under any duty of care, disclosure or fidelity, or to continue
exercising, any of its rights, authorities and powers granted or available to
Agent in this Section 11.7 or in any of the Loan Documents, it being understood
and agreed that in respect of the Collateral, or any act, omission or event
related thereto, Agent may act in any manner it may deem appropriate, in its
sole discretion, but consistent with the provisions of this Agreement, including
given


                                      -55-
<PAGE>

Agent's own interest in the Collateral as a Lender and that Agent shall have no
duty or liability whatsoever to any Lender.

                  11.8. AGENT'S RIGHT TO PURCHASE COMMITMENTS.

                  Agent shall have the right, but shall not be obligated, at any
time upon written notice to any Lender and with the consent of such Lender,
which may be granted or withheld in such Lender's sole discretion, to purchase
for Agent's own account all of such Lender's interests in this Agreement, the
other Loan Documents and the Obligations, for the face amount of the outstanding
Obligations owed to such Lender, including without limitation all accrued and
unpaid interest and fees.

                  11.9. RIGHT OF SALE, ASSIGNMENT, PARTICIPATIONS.

                  Borrower hereby consents to any Lender's participation, sale,
assignment, transfer or other disposition, at any time or times hereafter, of
this Agreement and any of the other Loan Documents, or of any portion hereof or
thereof, including, without limitation, such Lender's rights, title, interests,
remedies, powers, and duties hereunder or thereunder subject to the terms and
conditions set forth below:

                  11.9.1. SALES, ASSIGNMENTS. Each Lender hereby agrees that,
         with respect to any sale or assignment (i) no such sale or assignment
         shall be for an amount of less than $5,000,000, (ii) each such sale or
         assignment shall be made on terms and conditions which are customary in
         the industry at the time of the transaction, (iii) Agent must consent,
         such consent not to be unreasonably withheld, to each such assignment
         to a Person that is not an original signatory to this Agreement, (iv)
         the assigning Lender shall pay to the Agent a processing and
         recordation fee of $3,500 and any out-of-pocket attorneys' fees and
         expenses incurred by the Agent in connection with any such sale or
         assignment and (v) each such sale or assignment shall involve pro rata
         portions of the Revolving Credit Loans and Revolving Loan Commitment of
         the assigning Lender. After such sale or assignment has been
         consummated (x) the assignee Lender thereupon shall become a "Lender"
         for all purposes of this Agreement and (y) the assigning Lender shall
         have no further liability for funding the portion of Revolving Loan
         Commitments assumed by such other Lender.

                  11.9.2. PARTICIPATIONS. Any Lender may grant participations in
         its extensions of credit hereunder to any other Lender or other lending
         institution (a "Participant"), PROVIDED that (i) no such participation
         shall be for an amount of less than $5,000,000, (ii) no Participant
         shall thereby acquire any direct rights under this Agreement, (iii) no
         Participant shall be granted any right to consent to any amendment,
         except to the extent any of the same pertain to (1) reducing the
         aggregate principal amount of, or interest rate on, or fees applicable
         to, any Loan or (2) extending the final stated maturity of any Loan or
         the stated maturity of any portion of any payment of principal of, or
         interest or fees applicable to, any of the Loans; PROVIDED, that the
         rights described in this subclause (2) shall not be deemed to include
         the right to consent to


                                      -56-
<PAGE>

         any amendment with respect to or which has the effect of requiring any
         mandatory prepayment of any portion of any Loan or any amendment or
         waiver of any Default or Event of Default, (iv) no sale of a
         participation in extensions of credit shall in any manner relieve the
         originating Lender of its obligations hereunder, (v) the originating
         Lender shall remain solely responsible for the performance of such
         obligations, (vi) Borrower and the Agent shall continue to deal solely
         and directly with the originating Lender in connection with the
         originating Lender's rights and obligations under this Agreement and
         the other Loan Documents, (vii) in no event shall any financial
         institution purchasing the participation grant a participation in its
         participation interest in the Loans without the prior written consent
         of Agent, and, in the absence of a Default or an Event of Default,
         Borrower, which consents shall not unreasonably be withheld, (viii) all
         amounts payable by Borrower hereunder shall be determined as if the
         originating Lender had not sold any such participation and (ix) no such
         participation shall be made unless it involves a pro rata portion of
         each of the Revolving Credit Loans and Revolving Loan Commitment of the
         Lender granting the participation.

                  11.9.3. CERTAIN AGREEMENTS OF BORROWER. Borrower agrees that
         (i) it will use its best efforts to assist and cooperate with each
         Lender in any manner reasonably requested by such Lender to effect the
         sale of participation in or assignments of any of the Loan Documents or
         any portion thereof or interest therein, including, without limitation,
         assisting in the preparation of appropriate disclosure documents and
         making members of management available at reasonable times to meet with
         and answer questions of potential assignees and Participants; and (ii)
         subject to the provisions of Section 12.14 hereof, such Lender may
         disclose credit information regarding Borrower to any potential
         Participant or assignee.

                  11.9.4. NON U.S. RESIDENT TRANSFEREES. If, pursuant to this
         Section 11.9, any interest in this Agreement or any Loans is
         transferred to any transferee which is organized under the laws of any
         jurisdiction other than the United States or any state thereof, the
         transferor Lender shall cause such transferee (other than any
         Participant), and may cause any Participant, concurrently with and as a
         condition precedent to the effectiveness of such transfer, to (i)
         represent to the transferor Lender (for the benefit of the transferor
         Lender, the Agent, and Borrower) that under applicable law and treaties
         no taxes will be required to be withheld by Agent, Borrower or the
         transferor Lender with respect to any payments to be made to such
         transferee in respect of the interest so transferred, (ii) furnish to
         the transferor Lender, Agent and Borrower either United States Internal
         Revenue Service Form W-8BEN or United States Internal Revenue Service
         Form W-8ECI (wherein such transferee claims entitlement to complete
         exemption from United States federal withholding tax on all interest
         payments hereunder), and (iii) agree (for the benefit of the transferor
         Lender, Agent and Borrower) to provide the transferor Lender, Agent and
         Borrower a new Form W-8BEN or Form W-8ECI upon the obsolescence of any
         previously delivered form and comparable statements in accordance with
         applicable United States laws and regulations and amendments duly
         executed and completed by such transferee, and to


                                      -57-
<PAGE>

         comply from time to time with all applicable United States laws and
         regulations with regard to such withholding tax exemption.

                  11.10. AMENDMENT.

                  No amendment or waiver of any provision of this Agreement or
any other Loan Document (including without limitation any Note), nor consent to
any departure by Borrower therefrom, shall in any event be effective unless the
same shall be in writing and signed by the Majority Lenders and Borrower, and
then such waiver or consent shall be effective only in the specific instance and
for the specific purpose for which given; PROVIDED, that no amendment, waiver or
consent shall be effective, unless (i) in writing and signed by each Lender, to
do any of the following: (1) increase or decrease the aggregate Revolving Loan
Commitments, (2) reduce the principal of, or interest on, any amount payable
hereunder or under any Note, other than those payable only to Fleet in its
capacity as Agent, which may be reduced by Fleet unilaterally, (3) decrease any
interest rate payable hereunder, (4) postpone any date fixed for any payment of
principal of, or interest on, any amounts payable hereunder or under any Note,
other than those payable only to Fleet in its capacity as Agent, which may be
postponed by Fleet unilaterally, (5) change clause (ii)(a) or clause (ii)(b) of
the definition of the term BORROWING BASE to increase the advance percentage of
85% applicable to Eligible Accounts or the advance percentage of 85% applicable
to net orderly liquidation percentages of categories or types of Eligible
Inventory contained therein, or to alter the appraisal procedures applicable to
Eligible Inventory, (6) change clause (ii)(c) or clause (ii)(d) of the
definition of the term BORROWING BASE, (7) amend subsection 8.2.1(ii), (8)
reduce the number of Lenders that shall be required for Lenders or any of them
to take any action hereunder, (9) release or discharge any Person liable for the
performance of any obligations of Borrower hereunder or under any of the Loan
Documents, (10) amend any provision of this Agreement that requires the consent
of all Lenders, or consent to or waive any breach of such provision, (11) amend
the definition of the term "Majority Lenders", (12) amend this Section 11.10 or
(13) release any substantial portion of the Collateral, unless otherwise
permitted pursuant to Section 11.7 hereof; or (ii) in writing and signed by
Agent in addition to the Lenders required above to affect the rights or duties
of Agent under this Agreement, any Note or any other Loan Document.

                  11.11. AGENT'S LIMITED CALL RIGHT.

                  In the event that any Lender is unwilling to consent to the
consummation of a Permitted Acquisition and Majority Lenders have consented to
the consummation of such Permitted Acquisition, then the Agent shall have the
right, but not the obligation, to require each non-consenting Lender to assign
and sell its Revolving Loans, its Revolving Loan Percentage of LC Amounts and
its Revolving Loan Commitment to one or more of the other Lenders, or any other
assignee or assignees determined by Agent, for a purchase price equal to the
unpaid principal balance of the Revolving Loans being purchased, any accrued and
unpaid interest thereon and such Lender's Revolving Loan Percentage of accrued
and unpaid Letters of Credit and LC Guaranties fees, each such assignment to be
completed within 180 days after the date on which the applicable consent was
refused. Each such assignment will be effective upon satisfaction of the
conditions set forth in subsections 11.9.1(ii), (iii) and (v) above.


                                      -58-
<PAGE>

                  11.12. RESIGNATION OF AGENT; APPOINTMENT OF SUCCESSOR.

                  The Agent may resign as Agent by giving not less than thirty
(30) days' prior written notice to the Lenders and Borrower. If the Agent shall
resign under this Agreement, then, (i) subject to the consent of the Borrower
(which consent shall not be unreasonably withheld and which consent shall not be
required during any period in which a Default or an Event of Default exists),
the Majority Lenders shall appoint from among the Lenders a successor agent for
the Lenders or (ii) if a successor agent shall not be so appointed and approved
within the thirty (30) day period following the Agent's notice to the Lenders
and the Borrower of its resignation, then the Agent shall appoint a successor
agent who shall serve as Agent until such time as the Majority Lenders appoint a
successor agent, subject to the Borrower's consent as set forth above. Upon its
appointment, such successor agent shall succeed to the rights, powers and duties
of the Agent and the term "Agent" shall mean such successor effective upon its
appointment, and the former Agent's rights, powers and duties as Agent shall be
terminated without any other or further act or deed on the part of such former
Agent or any of the parties to this Agreement. After the resignation of any
Agent hereunder, the provisions of this Section 11 shall inure to the benefit of
such former Agent and such former Agent shall not by reason of such resignation
be deemed to be released from liability for any actions taken or not taken by it
while it was an Agent under this Agreement.

                  11.13. SYNDICATION AGENT AND DOCUMENTATION AGENTS.

                  Syndication Agent and each Documentation Agent identified in
the introductory paragraph of this Agreement, in its capacity as such, shall
have no rights, powers, duties or responsibilities hereunder or under any other
Loan Documents and no implied rights, powers, duties or responsibilities shall
be read into this Agreement or any other Loan Document or otherwise exist on
behalf of or against such entity, in its capacity as such. If Syndication Agent
or either Documentation Agent resigns as such agent, no successor syndication or
documentation agent shall be appointed.

                            SECTION 12. MISCELLANEOUS

                  12.1. POWER OF ATTORNEY.

                  Borrower hereby irrevocably designates, makes, constitutes and
appoints Agent (and all Persons designated by Agent) as Borrower's true and
lawful attorney (and agent-in-fact), solely with respect to the matters set
forth in this Section 12.1, and Agent, or Agent's agent, may, without notice to
Borrower and in Borrower's or Agent's name, but at the cost and expense of
Borrower:

                  12.1.1. At such time or times as Agent or said agent, in its
         sole discretion, may determine, endorse Borrower's name on any checks,
         notes, acceptances, drafts, money orders or any other evidence of
         payment or proceeds of the Collateral which come into the possession of
         Agent or under Agent's control.


                                      -59-
<PAGE>

                  12.1.2. At such time or times upon or after the occurrence and
         during the continuance of an Event of Default (provided that the
         occurrence of an Event of Default shall not be required with respect to
         clauses (iv), (vi), (viii) and (ix) below), as Agent or its agent in
         its sole discretion may determine: (i) demand payment of the Accounts
         from the Account Debtors, enforce payment of the Accounts by legal
         proceedings or otherwise, and generally exercise all of Borrower's
         rights and remedies with respect to the collection of the Accounts;
         (ii) settle, adjust, compromise, discharge or release any of the
         Accounts or other Collateral or any legal proceedings brought to
         collect any of the Accounts or other Collateral; (iii) sell or assign
         any of the Accounts and other Collateral upon such terms, for such
         amounts and at such time or times as Agent deems advisable, and at
         Agent's option, with all warranties regarding the Collateral
         disclaimed; (iv) take control, in any manner, of any item of payment or
         proceeds relating to any Collateral; (v) prepare, file and sign
         Borrower's name to a proof of claim in bankruptcy or similar document
         against any Account Debtor or to any notice of lien, assignment or
         satisfaction of lien or similar document in connection with any of the
         Collateral; (vi) receive, open and dispose of all mail addressed to
         Borrower and notify postal authorities to change the address for
         delivery thereof to such address as Agent may designate; (vii) endorse
         the name of Borrower upon any of the items of payment or proceeds
         relating to any Collateral and deposit the same to the account of Agent
         on account of the Obligations; (viii) endorse the name of Borrower upon
         any chattel paper, document, instrument, invoice, freight bill, bill of
         lading or similar document or agreement relating to the Accounts,
         Inventory and any other Collateral; (ix) use Borrower's stationery and
         sign the name of Borrower to verifications of the Accounts and notices
         thereof to Account Debtors; (x) use the information recorded on or
         contained in any data processing equipment and computer hardware and
         software relating to the Accounts, Inventory, Equipment included in the
         Tandem Mill Collateral, the Hot Mill Collateral or the Tin Mill
         Collateral and any other Collateral; (xi) make and adjust claims under
         policies of insurance; and (xii) do all other acts and things
         necessary, in Agent's determination, to fulfill Borrower's obligations
         under this Agreement.

                  The power of attorney granted hereby shall constitute a power
coupled with an interest and shall be irrevocable.

                  12.2. INDEMNITY.

                  Borrower hereby agrees to indemnify Agent and each Lender (and
each of their Affiliates) and hold Agent and each Lender (and each of their
Affiliates) harmless from and against any liability, loss, damage, suit, action
or proceeding ever suffered or incurred by any such Person (including reasonable
attorneys fees and legal expenses) as the result of Borrower's failure to
observe, perform or discharge Borrower's duties hereunder. In addition, Borrower
shall defend Agent and each Lender (and each of their Affiliates) against and
save it harmless from all claims of any Person with respect to the Collateral
(except those resulting from the gross negligence or intentional misconduct of
any such Person). Without limiting the generality of the foregoing, these
indemnities shall extend to any claims asserted against Agent or any Lender (and
each of their Affiliates) by any Person under any Environmental Laws by reason
of



                                      -60-
<PAGE>

Borrower's or any other Person's failure to comply with laws applicable to solid
or hazardous waste materials or other toxic substances. Notwithstanding any
contrary provision in this Agreement, the obligation of Borrower under this
Section 12.2 shall survive the payment in full of the Obligations and the
termination of this Agreement.

                  12.3. SALE OF INTEREST.

                  Borrower may not sell, assign or transfer any interest in this
Agreement, any of the other Loan Documents, or any of the Obligations, or any
portion thereof, including, without limitation, Borrower's rights, title,
interests, remedies, powers, and duties hereunder or thereunder.

                  12.4. SEVERABILITY.

                  Wherever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement shall be prohibited by or invalid under
applicable law, such provision shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Agreement.

                  12.5. SUCCESSORS AND ASSIGNS.

                  This Agreement, the Other Agreements and the Security
Documents shall be binding upon and inure to the benefit of the successors and
assigns of Borrower, Agent and each Lender permitted under Section 11.9 hereof.

                  12.6. CUMULATIVE EFFECT; CONFLICT OF TERMS.

                  The provisions of the Other Agreements and the Security
Documents are hereby made cumulative with the provisions of this Agreement.
Except as otherwise provided in any of the other Loan Documents by specific
reference to the applicable provision of this Agreement, and except as provided
in Section 3.2, if any provision contained in this Agreement is in direct
conflict with, or inconsistent with, any provision in any of the other Loan
Documents, the provision contained in this Agreement shall govern and control.

                  12.7. EXECUTION IN COUNTERPARTS.

                  This Agreement may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which
counterparts taken together shall constitute but one and the same instrument.

                  12.8. NOTICE.

                  Except as otherwise provided herein, all notices, requests and
demands to or upon a party hereto, to be effective, shall be in writing and
shall be sent by personal delivery against receipt, by overnight courier or by
facsimile and, unless otherwise expressly provided



                                      -61-
<PAGE>

herein, shall be deemed to have been validly served, given, delivered or
received immediately when delivered against receipt, one Business Day after
deposit with an overnight courier or, in the case of facsimile notice, when
sent, addressed as follows:

         If to Agent:               Fleet Capital Corporation
                                    One South Wacker Drive
                                    Suite 1400
                                    Chicago, Illinois  60606
                                    Attention:  Loan Administration Manager
                                    Facsimile No.:  (312) 827-6537

         With a copy to:            Goldberg, Kohn, Bell, Black,
                                      Rosenbloom & Moritz, Ltd.
                                    55 East Monroe Street
                                    Suite 3700
                                    Chicago, Illinois  60603
                                    Attention:  David L. Dranoff, Esq.
                                    Facsimile No.:  (312) 332-2196

         If to Borrower:            Weirton Steel Corporation
                                    400 Three Springs Drive
                                    Weirton, West Virginia  26062
                                    Attention:  Mark E. Kaplan, Senior Vice
                                                    President-Finance and
                                                    Administration
                                    Facsimile No.:  (304) 797-2991

         With a copy to:            Weirton Steel Corporation
                                    400 Three Springs Drive
                                    Weirton, West Virginia  26062
                                    Attention:  William R. Kiefer, Esq.,
                                                    General Counsel and
                                                    Secretary
                                    Facsimile No.:  (304) 797-3484

or to such other address as each party may designate for itself by notice given
in accordance with this Section 12.8; provided, however, that any notice,
request or demand to or upon Agent or a Lender pursuant to subsection 3.1.1 or
4.2.2 hereof shall not be effective until received by Agent or such Lender.

                  12.9. CONSENT.

                  Whenever Agent's, Majority Lenders' or all Lenders' consent is
required to be obtained under this Agreement, any of the Other Agreements or any
of the Security Documents as a condition to any action, inaction, condition or
event, except as otherwise specifically provided herein, Agent, Majority Lenders
or all Lenders, as applicable, shall be authorized to give or withhold such
consent in their sole and absolute discretion and to condition its consent



                                      -62-
<PAGE>

upon the giving of additional Collateral security for the Obligations, the
payment of money or any other matter.

                  12.10. CREDIT INQUIRIES.

                  Borrower hereby authorizes and permits Agent and each Lender
to respond to usual and customary credit inquiries from third parties concerning
Borrower or any of its Subsidiaries.

                  12.11. TIME OF ESSENCE.

                  Time is of the essence of this Agreement, the Other Agreements
and the Security Documents.

                  12.12. ENTIRE AGREEMENT.

                  This Agreement and the other Loan Documents, together with all
other instruments, agreements and certificates executed by the parties in
connection therewith or with reference thereto, embody the entire understanding
and agreement between the parties hereto and thereto with respect to the subject
matter hereof and thereof and supersede all prior agreements, understandings and
inducements, whether express or implied, oral or written.

                  12.13. INTERPRETATION.

                  No provision of this Agreement or any of the other Loan
Documents shall be construed against or interpreted to the disadvantage of any
party hereto by any court or other governmental or judicial authority by reason
of such party having or being deemed to have structured or dictated such
provision.

                  12.14. CONFIDENTIALITY.

                  Agent and each Lender shall hold all nonpublic information
obtained pursuant to the requirements of this Agreement in accordance with
Agent's and such Lender's customary procedures for handling confidential
information of this nature and in accordance with safe and sound banking
practices and in any event may make disclosure reasonably required by a
prospective participant or assignee in connection with the contemplated
participation or assignment or as required or requested by any governmental
authority or representative thereof or pursuant to legal process and shall
require any such participant or assignee to agree to comply with this Section
12.14.

                  12.15. GOVERNING LAW; CONSENT TO FORUM.

                  THIS AGREEMENT HAS BEEN NEGOTIATED, EXECUTED AND DELIVERED IN
AND SHALL BE DEEMED TO HAVE BEEN MADE IN CHICAGO, ILLINOIS. THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
ILLINOIS; PROVIDED, HOWEVER, THAT IF ANY OF THE COLLATERAL SHALL BE LOCATED IN
ANY



                                      -63-
<PAGE>

JURISDICTION OTHER THAN ILLINOIS, THE LAWS OF SUCH JURISDICTION SHALL GOVERN
THE METHOD, MANNER AND PROCEDURE FOR FORECLOSURE OF AGENT'S LIEN UPON SUCH
COLLATERAL AND THE ENFORCEMENT OF AGENT'S OTHER REMEDIES IN RESPECT OF SUCH
COLLATERAL TO THE EXTENT THAT THE LAWS OF SUCH JURISDICTION ARE DIFFERENT FROM
OR INCONSISTENT WITH THE LAWS OF ILLINOIS. AS PART OF THE CONSIDERATION FOR NEW
VALUE RECEIVED, AND REGARDLESS OF ANY PRESENT OR FUTURE DOMICILE OR PRINCIPAL
PLACE OF BUSINESS OF BORROWER, AGENT OR ANY LENDER, BORROWER HEREBY CONSENTS AND
AGREES THAT THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS, AND THE UNITED STATES
DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS, EASTERN DIVISION, SHALL
HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN
BORROWER ON THE ONE HAND AND AGENT OR ANY LENDER ON THE OTHER HAND PERTAINING TO
THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT.
BORROWER EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY
ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND BORROWER HEREBY WAIVES ANY
OBJECTION WHICH BORROWER MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION,
IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF
SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. BORROWER
HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS
ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS,
COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL
ADDRESSED TO BORROWER AT THE ADDRESS SET FORTH IN THIS AGREEMENT AND THAT
SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF BORROWER'S ACTUAL
RECEIPT THEREOF OR 5 DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE
PREPAID. NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO AFFECT THE
RIGHT OF AGENT OR ANY LENDER TO SERVE LEGAL PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW, OR TO PRECLUDE THE ENFORCEMENT BY AGENT OR ANY LENDER OF ANY
JUDGMENT OR ORDER OBTAINED IN SUCH FORUM OR THE TAKING OF ANY ACTION UNDER THIS
AGREEMENT TO ENFORCE SAME IN ANY OTHER APPROPRIATE FORUM OR JURISDICTION.

                  12.16. WAIVERS BY BORROWER.

                  BORROWER WAIVES (I) THE RIGHT TO TRIAL BY JURY (WHICH AGENT
AND EACH LENDER HEREBY ALSO WAIVES) IN ANY ACTION, SUIT, PROCEEDING OR
COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATED TO ANY OF THE LOAN DOCUMENTS,
THE OBLIGATIONS OR THE COLLATERAL; (II) PRESENTMENT, DEMAND AND PROTEST AND
NOTICE OF


                                      -64-
<PAGE>

PRESENTMENT, PROTEST, DEFAULT, NON PAYMENT, MATURITY, RELEASE, COMPROMISE,
SETTLEMENT, EXTENSION OR RENEWAL OF ANY OR ALL COMMERCIAL PAPER, ACCOUNTS,
CONTRACT RIGHTS, DOCUMENTS, INSTRUMENTS , CHATTEL PAPER AND GUARANTIES AT ANY
TIME HELD BY AGENT OR ANY LENDER ON WHICH BORROWER MAY IN ANY WAY BE LIABLE AND
HEREBY RATIFIES AND CONFIRMS WHATEVER AGENT OR ANY LENDER MAY DO IN THIS REGARD;
(III) NOTICE PRIOR TO AGENT'S TAKING POSSESSION OR CONTROL OF THE COLLATERAL OR
ANY BOND OR SECURITY WHICH MIGHT BE REQUIRED BY ANY COURT PRIOR TO ALLOWING
AGENT TO EXERCISE ANY OF AGENT'S REMEDIES; (IV) THE BENEFIT OF ALL VALUATION,
APPRAISEMENT AND EXEMPTION LAWS; (V) NOTICE OF ACCEPTANCE HEREOF AND (VI) EXCEPT
AS PROHIBITED BY LAW, ANY RIGHT TO CLAIM OR RECOVER ANY SPECIAL, EXEMPLARY,
PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO,
ACTUAL DAMAGES. BORROWER ACKNOWLEDGES THAT THE FOREGOING WAIVERS ARE A MATERIAL
INDUCEMENT TO AGENT'S AND EACH LENDER'S ENTERING INTO THIS AGREEMENT AND THAT
AGENT AND EACH LENDER IS RELYING UPON THE FOREGOING WAIVERS IN ITS FUTURE
DEALINGS WITH BORROWER. BORROWER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED
THE FOREGOING WAIVERS WITH ITS LEGAL COUNSEL AND HAS KNOWINGLY AND VOLUNTARILY
WAIVED ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE
EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL
BY THE COURT.

                  12.17. ADVERTISEMENT.

                  Borrower hereby authorizes Agent to publish the name of
Borrower and the amount of the credit facility provided hereunder in any
"tombstone" or comparable advertisement which Agent elects to publish.




                                      -65-
<PAGE>


                  IN WITNESS WHEREOF, this Agreement has been duly executed on
the day and year specified at the beginning of this Agreement.

                                     WEIRTON STEEL CORPORATION


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

                                     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/ Roberta Cambora
                                       ----------------------------------------
                                     Title  Senior Vice President
                                          -------------------------------------

                                     Revolving Loan Commitment:  $50,000,000

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


                                     By     /s/ Anthony Alexander
                                       ----------------------------------------
                                     Title  Vice President
                                          -------------------------------------

                                     Revolving Loan Commitment:  $50,000,000


                                      -66-
<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     signature illegible
                                       ----------------------------------------
                                     Title  Vice President
                                          -------------------------------------

                                     Revolving Loan Commitment:  $15,000,000




                                      -67-
<PAGE>




                                   APPENDIX A

                               GENERAL DEFINITIONS

                  When used in the Amended and Restated Loan and Security
Agreement dated as of May 3, 2002, by and among Fleet Capital Corporation,
individually and as Agent, Foothill Capital Corporation, individually and as
Syndication Agent, The CIT Group/Business Credit, Inc., individually and as a
Documentation Agent, GMAC Business Credit, LLC, individually and as a
Documentation Agent, the other financial institutions which are or become
parties thereto and Weirton Steel Corporation, (a) the terms CHATTEL PAPER,
DOCUMENT, EQUIPMENT, FIXTURE, GENERAL INTANGIBLES, INSTRUMENT, INVENTORY,
PROCEEDS and SUPPORTING OBLIGATIONS have the respective meanings assigned
thereto under the UCC; (b) all terms indicating Collateral having the meanings
assigned thereto under the UCC shall be deemed to mean such Property, whether
now owned or hereafter created or acquired by Borrower or in which Borrower now
has or hereafter acquires any interest; (c) capitalized terms which are not
otherwise defined have the respective meanings assigned thereto in said Amended
and Restated Loan and Security Agreement; and (d) the following terms shall have
the following meanings (terms defined in the singular to have the same meaning
when used in the plural and vice versa):

                  2004 INDENTURE - that certain Indenture dated as of July 3,
         1996 between Bankers Trust Company and Borrower, pursuant to which
         Borrower issued $125,000,000 of 11-3/8% Senior Notes due 2004, as
         amended from time to time.

                  2004 SENIOR NOTES - any promissory notes, debentures or other
         instruments previously issued by Borrower pursuant to the 2004
         Indenture, and any replacement promissory notes, debentures or other
         instruments issued pursuant thereto.

                  2005 INDENTURE - that certain Indenture dated as of June 12,
         1995 between Bankers Trust Company and Borrower, pursuant to which
         Borrower issued $125,000,000 of 10-3/4% Senior Notes due 2005, as
         amended from time to time.

                  2005 SENIOR NOTES - any promissory notes, debentures or other
         instruments previously issued by Borrower pursuant to the 2005
         Indenture, and any replacement promissory notes, debentures or other
         instruments issued pursuant thereto.

                  ACCOUNT - any right to payment for goods sold or leased or for
         services rendered, whether or not it has been earned by performance.

                  ACCOUNT DEBTOR - any Person who is or may become obligated
         under or on account of any Account, Contract Right, Chattel Paper or
         General Intangible.

                  AFFILIATE - a Person (other than a Subsidiary): (i) which
         directly or indirectly through one or more intermediaries controls, or
         is controlled by, or is under common control with, a Person; (ii) which
         beneficially owns or holds 5% of the Voting Stock of a Person; or (iii)
         5% or more of the Voting Stock (or in the case of a Person which is not
         a corporation, 5% or more of the voting equity interest) of which is
         beneficially owned or held by a Person or a Subsidiary of a Person.

<PAGE>

                  AGENT - Fleet Capital Corporation in its capacity as agent for
         the Lenders under the Agreement and any successor in that capacity
         appointed pursuant to subsection 11.11 of the Agreement.

                  AGREEMENT - the Amended and Restated Loan and Security
         Agreement referred to in the first sentence of this Appendix A, all
         Exhibits and Schedules thereto and this Appendix A, as each of the same
         may be amended from time to time.

                  APPLICABLE MARGIN - from the Original Closing Date to, but not
         including, the first Adjustment Date (as hereinafter defined) the
         percentages set forth below with respect to the Base Rate Portion and
         the LIBOR Portion:

                   Base Rate Portion                            2.00%
                   LIBOR Portion                                3.50%

                  The percentages set forth above will be adjusted on the first
         day of each October, January, April and July during the Term,
         commencing with October 1, 2002 (each such date an "Adjustment Date"),
         effective prospectively, by reference to the applicable "Financial
         Measurement" (as defined below) for the quarter most recently ending in
         accordance with the following:


             Financial Measurement         Base Rate Portion     Libor Portion
             ---------------------         -----------------     -------------

        Less than or equal to $50,000,000         2.25%               3.75%

        $50,000,001 to $85,000,000                2.00%               3.50%

        $85,000,001 to $110,000,000               1.75%               3.25%

        Greater than $110,000,000                 1.50%               3.00%

         For purposes hereof, "Financial Measurement" shall mean the average
         Gross Availability for the quarter then most recently ended, as
         determined by Agent consistent with the terms of the Agreement.

                  APPROVED FINANCING TRANSACTION - a transaction in which
         Borrower incurs Indebtedness secured by the Tandem Mill Collateral (i)
         that is permitted pursuant to the Exchange Indentures (or, at any time
         after all Indebtedness under the Exchange Notes has been paid in full,
         that is permitted pursuant to the Exchange Loan Agreement), (ii) that
         is consummated concurrently with an acquisition of stock or assets to
         which Majority Lenders have consented, and (iii) which constitutes a
         Permitted Tandem Mill Transaction.

                  APPROVED SALE - an Asset Disposition of the Tin Mill
         Collateral, the Hot Mill Collateral or the Tandem Mill Collateral (i)
         that is permitted pursuant to the Exchange Indentures (or, at any time
         after all Indebtedness under the Exchange Notes has been paid in full,
         that is permitted pursuant to the Exchange Loan Agreement) and (ii)
         that


                                      A-2
<PAGE>

         is permitted pursuant to subsection 8.2.9 of the Agreement or to which
         Majority Lenders have consented (or, in the case of the Tandem Mill
         Collateral, to which Agent and all Lenders have consented, in their
         reasonable credit judgment).

                  APPROVED SALE AND LEASEBACK - a sale and leaseback transaction
         (i) that is permitted pursuant to the Exchange Indentures (or, at any
         time after all Indebtedness under the Exchange Notes has been paid in
         full, that is permitted pursuant to the Exchange Loan Agreement) and
         (ii) that is permitted pursuant to subsection 8.2.9 of the Agreement or
         to which Majority Lenders (or in the case of a sale and leaseback
         transaction that constitutes a Permitted Tandem Mill Transaction, Agent
         and all Lenders, in their reasonable credit judgment) have consented.

                  ASSET DISPOSITION - as defined in the Exchange Note Indenture,
         as in effect on the date hereof and as amended, supplemented or
         otherwise modified with the consent of Majority Lenders.

                  AVAILABILITY - the amount of additional money which Borrower
         is entitled to borrow from time to time as Revolving Credit Loans, such
         amount being the difference derived when the sum of the principal
         amount of Revolving Credit Loans then outstanding (including any
         amounts which Agent or any Lender may have paid for the account of
         Borrower pursuant to any of the Loan Documents and which have not been
         reimbursed by Borrower), the LC Amount and any reserves is subtracted
         from the Borrowing Base. If the amount outstanding is equal to or
         greater than the Borrowing Base, Availability is 0.

                  BANK - Fleet National Bank.

                  BASE RATE - the rate of interest announced or quoted by Bank
         from time to time as its prime rate for commercial loans, whether or
         not such rate is the lowest rate charged by Bank to its most preferred
         borrowers; and, if such prime rate for commercial loans is discontinued
         by Bank as a standard, a comparable reference rate designated by Bank
         as a substitute therefor shall be the Base Rate.

                  BASE RATE PORTION - that portion of the Revolving Credit Loans
         that is not subject to a LIBOR Option.

                  BONDS - the Pollution Control Revenue Refunding Bonds (Weirton
         Steel Corporation Project) Series 1989 issued by the City of Weirton,
         West Virginia.

                  BORROWING BASE - as at any date of determination thereof, an
         amount equal to the lesser of:

                         (i)  the Revolving Credit Maximum Amount; or

                         (ii) an amount equal to:


                                      A-3
<PAGE>

                                    (a)      85% of the net amount of Eligible
                                             Accounts outstanding at such date;
                                             PLUS

                                    (b)      up to 85% (or such lesser
                                             percentage as Agent may determine
                                             from time to time in its reasonable
                                             credit judgment), of the net
                                             orderly liquidation percentage of
                                             each category or type of Eligible
                                             Inventory, as determined by Hilco
                                             Appraisal Services, LLC or another
                                             appraiser acceptable to Majority
                                             Lenders, and reflected in the most
                                             recent Inventory appraisal
                                             delivered to Agent under the
                                             Agreement; MINUS

                                    (c)      $20,000,000.

         Notwithstanding the foregoing, (I) the amount of clause (b) above shall
         be limited to $100,000,000, and (II) the sum of clauses (a) PLUS (b)
         MINUS (c) shall be limited to (i) 80% of Accounts as reflected on the
         consolidated financial statements of Borrower, as determined pursuant
         to the Indentures, as in effect on the Closing Date and (ii) 50% of
         Inventory as reflected on the consolidated financial statements of
         Borrower, as determined pursuant to the Indentures, as in effect on the
         Closing Date. The limitations set forth in the immediately preceding
         sentence and each of the advance rates set forth above may be adjusted
         downward by Agent, as Agent shall deem necessary or appropriate in its
         reasonable credit judgment.

                  For purposes hereof, (1) the net amount of Eligible Accounts
         at any time shall be the face amount of such Eligible Accounts less any
         and all returns, rebates, discounts (which may, at Agent's option, be
         calculated on shortest terms), credits, allowances or excise taxes of
         any nature at any time issued, owing, claimed by Account Debtors,
         granted, outstanding or payable in connection with such Accounts at
         such time (provided, that such amounts shall not be subtracted from the
         net amount of Eligible Accounts to the extent already taken into
         account in determining the gross amount of Eligible Accounts or in the
         form of a reserve pursuant to subsection 1.1.1 of the Agreement) and
         (2) the amount of Eligible Inventory shall be determined on a first-in,
         first-out, lower of cost or market basis in accordance with GAAP.

                  BORROWING BASE CERTIFICATE - a certificate by a responsible
         officer of Borrower, substantially in the form of EXHIBIT 8.1.4 (or
         another form acceptable to Agent) setting forth the calculation of the
         Borrowing Base, including a calculation of each component thereof, all
         in such detail as shall be satisfactory to Agent. All calculations of
         the Borrowing Base in connection with the preparation of any Borrowing
         Base Certificate shall originally be made by Borrower and certified to
         Agent; provided, that Agent shall have the right to review and adjust,
         in the exercise of its reasonable credit judgment based on the terms of
         the Agreement, any such calculation after giving notice thereof to the
         Borrower, (1) to reflect its reasonable estimate of declines in value
         of any of the Collateral described therein, and (2) to the


                                      A-4
<PAGE>

         extent that Agent determines that such calculation is not in accordance
         with this Agreement.

                  BUSINESS DAY - any day excluding Saturday, Sunday and any day
         which is a legal holiday under the laws of the State of Wisconsin or
         the State of Illinois or is a day on which banking institutions located
         in either of such states are closed.

                  CAPITAL EXPENDITURES - expenditures made or liabilities
         incurred for the acquisition of any fixed assets or improvements,
         replacements, substitutions or additions thereto which have a useful
         life of more than one year, including the total principal portion of
         Capitalized Lease Obligations.

                  CAPITALIZED LEASE OBLIGATION - any Indebtedness represented by
         obligations under a lease that is required to be capitalized for
         financial reporting purposes in accordance with GAAP.

                  CHANGE OF CONTROL - any Person (other than the trusts under
         Borrower's Stock Plans) shall own or control either (i) more than 50%
         of the aggregate issued and outstanding Voting Stock of Borrower or
         (ii) a sufficient percentage of the issued and outstanding Voting Stock
         of Borrower to elect or control the majority of the board of directors
         of Borrower; or Borrower shall fail to own and control 100% of the
         Securities of its Subsidiaries; or a "Change of Control" (as is defined
         in the Exchange Note Indenture, as it exists on the Effective Date)
         shall have occurred.

                  CITY LOAN AGREEMENT - the Loan Agreement dated as of November
         1, 1989 between Borrower and the City of Weirton, West Virginia and
         executed in connection with certain Pollution Control Revenue Refunding
         Bonds (Weirton Steel Corporation Project) Series 1989, issued on
         November 1, 1989.

                  CLOSING DATE - May 3, 2002.

                  CMS ASSETS - all the assets and Property owned and used by
         Borrower as part of, or in connection with, its facility commonly known
         as the "Central Machine Shop" and consisting of the following: (i) real
         Property of approximately 5.7 acres located on Old North Main Street in
         Weirton, West Virginia south of Borrower's former Foster Wheeler Steam
         Generating Facility, including all buildings thereon, fixtures and
         appurtenances pertaining thereto (the "CMS Realty"), (ii) all Equipment
         located on the CMS Realty, including all cranes, machine tools, welding
         equipment, presses, tooling, cabinets, spare parts, metal stock, and
         all general plant equipment, specifically excluding, however, office
         furniture and office equipment located on the CMS Realty used by
         Central Machine Shop personnel and located on the second floor of the
         Central Machine Shop building, and (iii) all Equipment located in
         Borrower's facility situated at Borrower's Tin Mill and commonly known
         as the "Tin Mill Shop," said Equipment in clauses (ii) and (iii) being
         more specifically identified in EXHIBIT A-9.


                                      A-5
<PAGE>

                  CODE - the Internal Revenue Code of 1986, as amended, and any
         successor statute, and all rules and regulations promulgated
         thereunder.

                  COLLATERAL - all of the Property and interests in Property
         described in Section 5 of the Agreement, and all other Property and
         interests in Property that now or hereafter secure the payment and
         performance of any of the Obligations.

                  COLLATERAL PROTECTION LOANS - as defined in subsection 1.1.4
         of the Agreement.

                  COMPLIANCE CERTIFICATE - as defined in subsection 8.1.3 of the
         Agreement.

                  CONSOLIDATED - the consolidation in accordance with GAAP of
         the accounts or other items as to which such term applies.

                  CONTRACT RIGHT - any right of Borrower to payment under a
         contract for the sale or lease of goods or the rendering of services,
         which right is at the time not yet earned by performance.

                  CURRENT ASSETS - at any date means the amount at which all of
         the current assets of a Person would be properly classified as current
         assets shown on a balance sheet at such date in accordance with GAAP.

                  DEFAULT - an event or condition the occurrence of which would,
         with the lapse of time or the giving of notice, or both, become an
         Event of Default.

                  DEFAULT RATE - as defined in subsection 2.1.2 of the
         Agreement.

                  DERIVATIVE OBLIGATIONS - every obligation of a Person under
         any forward contract, futures contract, exchange contract, swap, option
         or other financing agreement or arrangement (including, without
         limitation, caps, floors, collars and similar agreement), the value of
         which is dependent upon interest rates, currency exchange rates,
         commodities or other indices.

                  DISTRIBUTION - in respect of any Person means and includes:
         (i) the payment of any dividends or other distributions on Securities
         (except distributions in such Securities) and (ii) the redemption or
         acquisition of Securities of such Person, as the case may be, unless
         made contemporaneously from the net proceeds of the sale of Securities.

                  DOCUMENTATION AGENT - each of GMAC Business Credit, LLC and
         The CIT Group/Business Credit, Inc., in its capacity as a documentation
         agent under the Agreement.

                  DOMINION ACCOUNT - a special bank account or accounts of Agent
         established by Borrower pursuant to subsection 6.2.4 of the Agreement
         at banks selected by Borrower, but acceptable to Agent in its
         discretion, and over which Agent shall have sole and exclusive access
         and control for withdrawal purposes.


                                      A-6
<PAGE>

                  EBITDA - with respect to any period, the sum of Borrower's and
         its Subsidiaries' Consolidated net earnings (or loss) before interest
         expense, income taxes, depreciation and amortization for said period
         (but excluding any extraordinary gains for said period), as determined
         in accordance with GAAP.

                  EFFECTIVE DATE - the date upon which all conditions contained
         in Section 9.1 of the Agreement have first been satisfied.

                  ELIGIBLE ACCOUNT - an Account arising in the ordinary course
         of the business of Borrower from the sale of goods or rendition of
         services which Agent, in its reasonable credit judgment based on the
         terms of the Agreement, deems to be an Eligible Account. Without
         limiting the generality of the foregoing, and without duplication with
         any reserves against Eligible Accounts established under subsection
         1.1.1 of the Agreement, no Account shall be an Eligible Account if:

                           (i) it arises out of a sale made or services rendered
                  by Borrower to a Subsidiary of Borrower or an Affiliate of
                  Borrower or to a Person controlled by an Affiliate of
                  Borrower; or

                           (ii) it remains unpaid more than 60 days after the
                  original due date; or

                           (iii) it remains unpaid more than 90 days after the
                  original invoice date, except with respect to up to
                  $20,000,000 in the aggregate of Accounts outstanding at any
                  time which remaining unpaid more than 91 days, but less than
                  121 days after the original invoice date; or

                           (iv) the total unpaid Eligible Accounts of the
                  Account Debtor exceed 15% of the net amount of all Eligible
                  Accounts, but only to the extent of such excess; or

                           (v) any covenant, representation or warranty
                  contained in the Agreement with respect to such Account has
                  been breached; or

                           (vi) the Account Debtor is also a creditor or
                  supplier of Borrower or any Subsidiary of Borrower, or the
                  Account Debtor has disputed liability with respect to such
                  Account, or the Account Debtor has made any claim with respect
                  to any other Account due from such Account Debtor to Borrower
                  or any Subsidiary of Borrower, or the Account otherwise is or
                  may become subject to right of setoff by the Account Debtor,
                  PROVIDED, that any such Account shall be eligible to the
                  extent such amount thereof exceeds such contract, dispute,
                  claim, setoff or similar right; or

                           (vii) the Account Debtor has commenced a voluntary
                  case under the federal bankruptcy laws, as now constituted or
                  hereafter amended, or made an assignment for the benefit of
                  creditors, or a decree or order for relief has been entered by
                  a court having jurisdiction in the premises in respect of the
                  Account


                                      A-7
<PAGE>

                  Debtor in an involuntary case under the federal bankruptcy
                  laws, as now constituted or hereafter amended, or any other
                  petition or other application for relief under the federal
                  bankruptcy laws, as now constituted or hereafter amended, has
                  been filed against the Account Debtor, or if the Account
                  Debtor has failed, suspended business, ceased to be Solvent,
                  or consented to or suffered a receiver, trustee, liquidator or
                  custodian to be appointed for it or for all or a significant
                  portion of its assets or affairs; or

                           (viii) it arises from a sale made or services
                  rendered to an Account Debtor outside the United States,
                  Puerto Rico or Canada; or

                           (ix) (1) it arises from a sale to the Account Debtor
                  on a bill-and-hold, guaranteed sale, sale-or-return,
                  sale-on-approval, or any other repurchase or return basis; or
                  (2) it is subject to a reserve established by Borrower for
                  potential returns or refunds, to the extent of such reserve;
                  or

                           (x) the Account Debtor is the United States of
                  America or any department, agency or instrumentality thereof,
                  unless Borrower assigns its right to payment of such Account
                  to Agent, in a manner satisfactory to Agent, in its judgment,
                  so as to comply with the Assignment of Claims Act of 1940 (31
                  U.S.C. Section203 et seq., as amended); or

                           (xi) it is not at all times subject to Agent's duly
                  perfected, first priority security interest or is subject to a
                  Lien that is not a Permitted Lien; or

                           (xii) the goods giving rise to such Account have not
                  been delivered to and accepted by the Account Debtor or the
                  services giving rise to such Account have not been performed
                  by Borrower and accepted by the Account Debtor or the Account
                  otherwise does not represent a final sale; or

                           (xiii) the Account is evidenced by chattel paper or
                  an instrument of any kind, or has been reduced to judgment; or

                           (xiv) Borrower or a Subsidiary of Borrower has made
                  any agreement with the Account Debtor for any extension,
                  compromise, settlement or modification of any Account or any
                  deduction therefrom, except for discounts or allowances which
                  are made in the ordinary course of business for prompt payment
                  and which discounts or allowances are reflected in the
                  calculation of the face value of each invoice related to such
                  Account; or


                                      A-8
<PAGE>

                           (xv) 25% or more of the Accounts owing from the
                  Account Debtor (other than Crown Cork & Seal, Inc. and its
                  Affiliates) are not Eligible Accounts hereunder; or, in the
                  case of Crown Cork & Seal, Inc. and its Affiliates, taken as a
                  whole, 10% or more than the Accounts owing from such Account
                  Debtor are not Eligible Accounts hereunder, in each case,
                  solely because of the application of clauses (ii) and (iii) of
                  this definition; or

                           (xvi) Borrower has made an agreement with the Account
                  Debtor to extend the time of payment thereof beyond the limit
                  provided in clause (ii) of this definition; or

                           (xvii) it represents service charges, late fees or
                  similar charges; or

                           (xviii) the Account Debtor is Crown Cork & Seal, Inc.
                  or one of its Affiliates and the aggregate Accounts owing by
                  Crown Cork & Seal, Inc. and its Affiliates, taken as a whole,
                  exceed $10,000,000; provided, that Agent may further reduce
                  such amount from time to time in its discretion), but solely
                  to the extent of such excess; or

                           (xix) it arises under a lease by Borrower to the
                  Account Debtor; or

                           (xx) it is not otherwise acceptable to Agent in its
                  reasonable credit judgment.

                  ELIGIBLE INVENTORY - Inventory of Borrower (other than
         packaging materials and supplies, tooling, samples and literature)
         which Agent, in its reasonable credit judgment based upon the terms of
         the Agreement, deems to be Eligible Inventory. Without limiting the
         generality of the foregoing, and without duplication with any reserves
         against Eligible Inventory established under subsection 1.1.1 of the
         Agreement, no Inventory shall be Eligible Inventory if:

                         (i) it is not raw materials, work in process that is,
                  in Agent's opinion, readily marketable in its current form or
                  finished goods which meet the specifications of the purchase
                  order or contract for such Inventory, if any;

                         (ii) it is fuel oil, coke breeze, sump breeze, store
                  supplies, melting slag or dross; or

                         (iii) it is not in good, new and saleable condition or
                  is otherwise unmerchantable; or

                         (iv) it is slow-moving or obsolete; or

                         (v) it does not meet all standards imposed by any
                  governmental agency or authority; or

                         (vi) it does not conform in all respects to any
                  covenants, warranties and representations set forth in the
                  Agreement applicable to it; or

                         (vii) it is not at all times subject to Agent's duly
                  perfected, first priority security interest or is subject to a
                  Lien that is not a Permitted Lien; or

                         (viii) it is not situated at a location in compliance
                  with the Agreement, PROVIDED that Inventory situated at a
                  location not owned by Borrower will be


                                      A-9
<PAGE>

                  Eligible Inventory only (a) if it is consignment Inventory,
                  Borrower has complied with the requirements of Agent and
                  Majority Lenders with respect thereto or (b) if it is
                  otherwise situated at a location not owned by Borrower, (I) at
                  least $100,000 in Inventory is situated at such location and
                  (II) Agent has received a satisfactory landlord's agreement,
                  processor letter or bailee letter, as applicable, with respect
                  to such location, and in the case of Inventory located with a
                  processor or bailee, Agent has filed an appropriate UCC
                  financing statement covering such Inventory showing the
                  processor as debtor, Borrower as secured party and Agent as
                  assignee of secured party (provided, the Borrower shall only
                  be required to comply with this clause (b) on and after May
                  31, 2002 in order for applicable Inventory to remain Eligible
                  Inventory hereunder); or

                           (ix) it is in transit; or

                           (x) it is not otherwise acceptable to Agent in its
                  reasonable credit judgment.

                  ENVIRONMENTAL LAWS - all federal, state and local laws, rules,
         regulations, ordinances, orders and consent decrees relating to health,
         safety and environmental matters.

                  ERISA - the Employee Retirement Income Security Act of 1974,
         as amended, and any successor statute, and all rules and regulations
         from time to time promulgated thereunder.

                  EVENT OF DEFAULT - as defined in Section 10.1 of the
         Agreement.

                  EXCHANGE ACT - the Securities Act of 1934, as amended, and any
         successor statute, and all rules and regulations promulgated
         thereunder.

                  EXCHANGE BOND INDENTURE - the Indenture of Trust pursuant to
         which Exchange Bonds are being issued in connection with the Permitted
         Note Exchange Offer.

                  EXCHANGE BONDS - the bonds issued in exchange for the bonds
         originally issued pursuant to the City Loan Agreement.

                  EXCHANGE INDENTURES - collectively (i) the Exchange Note
         Indenture and (ii) the Exchange Bond Indenture, each in form and
         substance reasonably acceptable to Agent, as each such Indenture is
         amended from time to time.

                  EXCHANGE INSTRUMENTS - any promissory notes, bonds, debentures
         or other instruments issued by Borrower pursuant to either Exchange
         Indenture in connection with the Permitted Note Exchange Offer,
         including without limitation the Exchange Bonds and the Exchange Notes,
         and any replacement bonds, promissory notes, debentures or other
         instruments issued pursuant thereto.


                                      A-10
<PAGE>

                  EXCHANGE INTERCREDITOR AGREEMENT - the Intercreditor Agreement
         dated as of the Effective Date executed by the collateral agent under
         the Junior Intercreditor Agreement, the indenture trustee under the
         Exchange Note Indenture, the indenture trustee under the Exchange Bond
         Indenture and Agent.

                  EXCHANGE LOAN AGREEMENT - the Agreement between the City of
         Weirton, West Virginia and Borrower executed in connection with the
         Exchange Bonds.

                  EXCHANGE NOTE INDENTURE - the Indenture pursuant to which
         Exchange Notes are being issued in connection with the Permitted Note
         Exchange Offer.

                  EXCHANGE NOTES - the notes issued in exchange for the notes
         originally issued pursuant to the Indentures.

                  FEE LETTERS - as defined in Section 2.3 of the Agreement.

                  FOSTER WHEELER/STEAMCO - the transaction comprising the sale
         of Borrower's Foster Wheeler Steam Generating Facility and related
         assets by Borrower's Subsidiary, FW Holdings, Inc., to MABCO Steam
         Company, LLC, an entity controlled by certain of Borrower's vendors,
         pursuant to a Purchase Agreement dated as of October 26, 2001, the
         lease of such facility by FW Holdings, Inc. pursuant to the MABCO
         Lease, the payment of rentals and repurchase of such facility in
         accordance with the terms thereof and the supply of influent, steam,
         and electrical generation, labor and other activities related thereto
         pursuant to a Supply Agreement and Labor Supply Agreement, each dated
         as of October 26, 2001.

                  GAAP - generally accepted accounting principles in the United
         States of America in effect from time to time.

                  GO FACILITY - Borrower's general office facility located at
         400 Three Springs Drive, Weirton, West Virginia.

                  GROSS AVAILABILITY - an amount equal to the difference derived
         when the sum of the principal amount of Revolving Credit Loans then
         outstanding (including any amounts which Agent or any Lender may have
         paid for the account of Borrower pursuant to any of the Loan Documents
         and which have not been reimbursed by Borrower), the LC Amount and any
         reserves is subtracted from the amount derived under clause (ii) of the
         definition of BORROWING BASE. If the amount outstanding is equal to or
         greater than the amount derived under clause (ii) of the definition of
         BORROWING BASE, Gross Availability is 0.

                  GUARANTORS - each Person who hereafter guarantees payment or
         performance of the whole or any part of the Obligations.

                  GUARANTY AGREEMENTS - each guaranty hereafter executed by any
         Guarantor.


                                      A-11
<PAGE>

                  HOT MILL COLLATERAL - the real Property constituting
         Borrower's Hot Strip Mill located at Borrower's Weirton, West Virginia
         steel-making facility, which converts slabs into flat rolled coils and
         which is legally described on EXHIBIT A-4 attached to the Agreement,
         together with all Equipment and Fixtures now or hereafter located
         thereon (whether or not later moved), including without limitation the
         Equipment listed on EXHIBIT A-5 attached to the Agreement.

                  INDEBTEDNESS - as applied to a Person means, without
         duplication:

                         (i) all items which in accordance with GAAP would be
                  included in determining total liabilities as shown on the
                  liability side of a balance sheet of such Person as at the
                  date as of which Indebtedness is to be determined, including,
                  without limitation, Capitalized Lease Obligations;

                         (ii) all obligations of other Persons which such Person
                  has guaranteed;

                         (iii) all reimbursement obligations in connection with
                  letters of credit or letter of credit guaranties issued for
                  the account of such Person;

                         (iv) Derivative Obligations;

                         (v) all obligations in respect of preferred stock
                  Securities, to the extent subject to mandatory redemption; and

                         (vi) in the case of Borrower (without duplication), the
                  Obligations.

                  INDENTURES - collectively, the 2004 Indenture and the 2005
         Indenture.

                  INTELLECTUAL PROPERTY - means: all past, present and future:
         trade secrets, know-how and other proprietary information; trademarks,
         internet domain names, service marks, trade dress, trade names,
         business names, designs, logos, slogans (and all translations,
         adaptations, derivations and combinations of the foregoing) indicia and
         other source and/or business identifiers, and the goodwill of the
         business relating thereto and all registrations or applications for
         registrations which have heretofore been or may hereafter be issued
         thereon throughout the world; copyrights (including copyrights for
         computer programs) and copyright registrations or applications for
         registrations which have heretofore been or may hereafter be issued
         throughout the world and all tangible property embodying the
         copyrights, unpatented inventions (whether or not patentable); patent
         applications and patents; industrial design applications and registered
         industrial designs; license agreements related to any of the foregoing
         and income therefrom; books, records, writings, computer tapes or
         disks, flow diagrams, specification sheets, computer software, source
         codes, object codes, executable code, data, databases and other
         physical manifestations, embodiments or incorporations of any of the
         foregoing; the right to sue for all past, present and future
         infringements of any of the foregoing; all other intellectual property;
         and all common law and other rights throughout the world in and to all
         of the foregoing.


                                      A-12
<PAGE>

                  INTEREST PERIOD - as applicable to any LIBOR Portion, a period
         commencing on the date such LIBOR Portion is advanced, continued or
         converted, and ending on the date which is one (1) month, two (2)
         months, three (3) months, or six (6) months later, as may then be
         requested by Borrower; provided that (i) any Interest Period which
         would otherwise end on a day which is not a Business Day shall end in
         the next preceding or succeeding Business Day as is Agent's custom in
         the market to which such LIBOR Portion relates; (ii) there remains a
         minimum of one (1) month, two (2) months, three (3) months or six (6)
         months (depending upon which Interest Period Borrower selects) in the
         Term, unless Borrower and Lenders have agreed to an extension of the
         Term beyond the expiration of the Interest Period in question; and
         (iii) all Interest Periods of the same duration which commence on the
         same date shall end on the same date.

                  JUNIOR INTERCREDITOR AGREEMENT - the Collateral Agency and
         Second Lien Intercreditor Agreement of even date herewith among the
         collateral agent thereunder, the indenture trustee under the Exchange
         Note Indenture and the indenture trustee under the Exchange Bond
         Indenture.

                  JUNIOR SECURITY DOCUMENTS - the deeds of trust, security
         agreements and other agreements, instruments and documents now or
         hereafter securing all or any portion of the Indebtedness under the
         Exchange Indentures.

                  LC AMOUNT - at any time, the aggregate undrawn face amount of
         all Letters of Credit and LC Guaranties then outstanding.

                  LC GUARANTY - any guaranty pursuant to which Agent or any
         Affiliate of Agent shall guaranty the payment or performance by
         Borrower of its reimbursement obligation under any standby letter of
         credit.

                  LC OBLIGATIONS - any Obligations that arise from any draw
         against any Letter of Credit or against any Letter of Credit supported
         by an LC Guaranty.

                  LETTER OF CREDIT - any standby letter of credit issued by
         Agent or any Affiliate of Agent for the account of Borrower.

                  LIBOR - as applicable to any LIBOR Portion, for the applicable
         Interest Period, the rate per annum (rounded upward, if necessary, to
         the nearest 1/32 of one percent) as determined on the basis of the
         offered rates for deposits in U.S. dollars, for a period of time
         comparable to such Interest Period which appears on the Telerate page
         3750 as of 11:00 a.m. (London time) on the day that is two (2) London
         Banking Days preceding the first day of such Interest Period; provided,
         however, if the rate described above does not appear on the Telerate
         System on any applicable interest determination date, the LIBOR shall
         be the rate (rounded upwards as described above, if necessary) for
         deposits in U.S. dollars for a period substantially equal to the
         Interest Period on the Reuters Page "LIBO" (or such other page as may
         replace the LIBO Page on that service for the purpose of displaying
         such rates), as of 11:00 a.m.


                                      A-13
<PAGE>

         (London Time), on the day that is two (2) London Banking Days prior to
         the first day of such Interest Period. If both the Telerate and Reuters
         systems are unavailable, then the rate for that date will be determined
         on the basis of the offered rates for deposits in U.S. dollars for a
         period of time comparable to such Interest Period which are offered by
         four (4) major banks in the London interbank market at approximately
         11:00 a.m. (London time), on the day that is two (2) London Banking
         Days preceding the first day of such Interest Period as selected by
         Agent. The principal London office of each of the major London banks so
         selected will be requested to provide a quotation of its U.S. dollar
         deposit offered rate. If at least two (2) such quotations are provided,
         the rate for that date will be the arithmetic mean of the quotations.
         If fewer than two quotations are provided as requested, the rate for
         that date will be determined on the basis of the rates quoted for loans
         in U.S. dollars to leading European banks for a period of time
         comparable to such Interest Period offered by major banks in New York
         City at approximately 11:00 a.m. (New York City time), on the day that
         is two (2) London Banking Days preceding the first day of such Interest
         Period. In the event that Agent is unable to obtain any such quotation
         as provided above, it will be determined that LIBOR pursuant to a
         Interest Period cannot be determined. In the event that the Board of
         Governors of the Federal Reserve System shall impose a Reserve
         Percentage with respect to LIBOR deposits of Bank then for any period
         during which such Reserve Percentage shall apply, LIBOR shall be equal
         to the amount determined above divided by an amount equal to 1 minus
         the Reserve Percentage.

                  LIBOR INTEREST PAYMENT DATE - the first day of each calendar
         month during and immediately following the applicable Interest Period.

                  LIBOR OPTION - the option granted pursuant to Section 3.1 of
         the Agreement to have the interest on all or any portion of the
         principal amount of the Revolving Credit Loans based on the LIBOR.

                  LIBOR PORTION - that portion of the Revolving Credit Loans
         specified in a LIBOR Request (including any portion of Revolving Credit
         Loans which is being borrowed by Borrower concurrently with such LIBOR
         Request) which, as of the date of the LIBOR Request specifying such
         LIBOR Portion, has met the conditions for basing interest on the LIBOR
         in Section 3.1 of the Agreement and the Interest Period of which was
         commenced and not terminated.

                  LIBOR REQUEST - a notice in writing (or by telephone confirmed
         electronically or by telecopy or other facsimile transmission on the
         same day as the telephone request) from Borrower to Agent requesting
         that interest on a Revolving Credit Loan be based on the LIBOR,
         specifying: (i) the first day of the Interest Period (which shall be a
         Business Day); (ii) the length of the Interest Period; (iii) whether
         the LIBOR Portion is a new Loan, a conversion of a Base Rate Portion,
         or a continuation of a LIBOR Portion, and (iv) the dollar amount of the
         LIBOR Portion, which shall be in an amount not less than $1,000,000 or
         an integral multiple of $100,000 in excess thereof.


                                      A-14
<PAGE>

                  LIEN - any interest in Property securing an obligation owed
         to, or a claim by, a Person other than the owner of the Property,
         whether such interest is based on common law, statute or contract. The
         term "Lien" shall also include rights of seller under conditional sales
         contracts or title retention agreements, reservations, exceptions,
         encroachments, easements, rights-of-way, covenants, conditions,
         restrictions, leases and other title exceptions and encumbrances
         affecting Property. For the purpose of the Agreement, Borrower shall be
         deemed to be the owner of any Property which it has acquired or holds
         subject to a conditional sale agreement or other arrangement pursuant
         to which title to the Property has been retained by or vested in some
         other Person for security purposes.

                  LIQUIDITY IMPROVEMENT FINANCING PROGRAM - the program of
         liquidity improvements to be effected by Borrower and its Subsidiaries
         with vendors, suppliers, municipal, community and other financing
         sources disclosed by Borrower to Agent and comprising one or more of
         (i) Foster Wheeler/Steamco, (ii) the Permitted RD Transaction, (iii)
         the Permitted GO Transaction, (iv) the Scrap Inventory Purchase, (v)
         Special Considerations, and (vi) the termination of the requirement
         that Borrower post a letter of credit or other collateral for
         Borrower's obligations under a certain Master Lease Agreement dated
         September, 1993 between Borrower and MBC Leasing Corp., as assignee of
         General Electric Capital Corporation (the "Lessor") and a related
         Agency Agreement and Letter of Credit Agreement, in connection with the
         purchase by the West Virginia Economic Development Authority (or its
         assignee) ("WVEDA") of the Lessor's interest in such Master Lease
         Agreement, Agency Agreement and Letter of Credit Agreement, net of any
         amounts payable by Borrower to Lessor or WVEDA in connection with such
         purchase or termination, pursuant to all of which Borrower and its
         Subsidiaries are seeking to obtain additional cash liquidity
         improvements of not less than $30,000,000 in the aggregate within 120
         days of the Original Closing Date.

                  LOAN ACCOUNT - the loan account established on the books of
         Agent pursuant to Section 3.6 of the Agreement.

                  LOAN DOCUMENTS - the Agreement, the Other Agreements and the
         Security Documents.

                  LOANS - all loans and advances of any kind made by Agent, any
         Lender, or any Affiliate of Agent or any Lender, pursuant to the
         Agreement.

                  LONDON BANKING DAY - any date on which commercial banks are
         open for business in London, England.

                  MABCO LEASE - the Lease Agreement dated as of October 26, 2001
         between MABCO Steam Company, LLC and FW Holdings, Inc., with respect to
         the Foster Wheeler Steam Generating Facility and certain related
         assets, as it may be amended from time to time.


                                      A-15
<PAGE>

                  MAJORITY LENDERS - as of any date, Lenders holding 51% of the
         outstanding Revolving Loan Commitments determined on a combined basis
         and following the termination of the Revolving Loan Commitments,
         Lenders holding 51% or more of the outstanding Loans, LC Amounts and LC
         Obligations not yet reimbursed by Borrower or funded with a Revolving
         Credit Loan; PROVIDED, that (i) in each case, if there are 3 or more
         Lenders with outstanding Loans, LC Amounts, unfunded and unreimbursed
         LC Obligations or Revolving Loan Commitments, at least 3 Lenders shall
         be required to constitute Majority Lenders; and (ii) prior to
         termination of the Revolving Loan Commitments, if any Lender breaches
         its obligation to fund any requested Revolving Credit Loan, for so long
         as such breach exists, its voting rights hereunder shall be calculated
         with reference to its outstanding Loans, LC Amounts and unfunded and
         unreimbursed LC Obligations, rather than its Revolving Loan Commitment.

                  MATERIAL ADVERSE EFFECT - (i) a material adverse effect on the
         business, condition (financial or otherwise), operation, performance or
         properties of Borrower and its Subsidiaries, taken as a whole, (ii) a
         material adverse effect on the rights and remedies of Agent or Lenders
         under the Loan Documents, or (iii) the material impairment of the
         ability of Borrower and its Subsidiaries to perform their obligations
         hereunder or under any Loan Document.

                  MATERIAL SUBSIDIARY - any of Borrower's Subsidiaries that (i)
         has net income (excluding extraordinary gains) for any fiscal quarter
         that is greater than 1% of the aggregate consolidated net income of
         Borrower and its Subsidiaries for such fiscal quarter, (ii) the net
         book value of whose assets at any time is greater than or equal to 1%
         of the aggregate consolidated net book value of the assets of Borrower
         and its Subsidiaries at such time or (iii) in Agent's reasonable
         judgment at any time has material business operations.

                  MONEY BORROWED - means, (i) Indebtedness arising from the
         lending of money by any Person to Borrower or any of its Subsidiaries;
         (ii) Indebtedness, whether or not in any such case arising from the
         lending by any Person of money to Borrower or any of its Subsidiaries,
         (1) which is represented by notes payable or drafts accepted that
         evidence extensions of credit, (2) which constitutes obligations
         evidenced by bonds, debentures, notes or similar instruments, or (3)
         upon which interest charges are customarily paid (other than accounts
         payable) or that was issued or assumed as full or partial payment for
         Property; (iii) Indebtedness that constitutes a Capitalized Lease
         Obligation; (iv) reimbursement obligations with respect to letters of
         credit or guaranties of letters of credit and (v) Indebtedness of
         Borrower or any of its Subsidiaries under any guaranty of obligations
         that would constitute Indebtedness for Money Borrowed under clauses (i)
         through (iii) hereof, if owed directly by Borrower or any of its
         Subsidiaries. Money Borrowed shall not include trade payables or
         accrued expenses.

                  MORTGAGES - the Deed of Trust executed by Borrower on or about
         the Original Closing Date in favor of Agent, for the benefit of itself
         and Lenders, by which


                                      A-16
<PAGE>

         Borrower has granted to Agent, as security for the Obligations, a Lien
         upon the real Property of Borrower located at the No. 9 Tandem Mill,
         the Deed of Trust executed by Borrower on or about the Effective Date
         in favor of Agent, for the benefit of itself and Lenders, by which
         Borrower has granted to Agent, as security for the Obligations, a Lien
         upon the real Property of Borrower included within the Tin Mill
         Collateral, the Deed of Trust executed by Borrower on or about the
         Effective Date in favor of Agent, for the benefit of itself and
         Lenders, by which Borrower has granted to Agent, as security for the
         Obligations, a Lien upon the real Property of Borrower included within
         the Hot Mill Collateral, and all other mortgages, deeds of trust and
         comparable documents now or at any time hereafter securing the whole or
         any part of the Obligations.

                  MULTIEMPLOYER PLAN - has the meaning set forth in Section
         4001(a)(3) of ERISA.

                  NO. 9 TANDEM MILL - the Property, inclusive of fence,
         buildings, other improvements, fixtures and Equipment located in
         Borrower's Strip Steel Department at its mill in Weirton, West
         Virginia, as more particularly described and depicted in the Mortgage.

                  NET CASH PROCEEDS - as defined in the Exchange Note Indenture,
         as in effect on the date hereof and as amended, supplemented or
         otherwise modified with the consent of Majority Lenders.

                  NOTES - collectively, the Revolving Notes.

                  OBLIGATIONS - all Loans, all LC Obligations and all other
         advances, debts, liabilities, obligations, covenants and duties,
         together with all interest, fees and other charges thereon, owing,
         arising, due or payable from Borrower to Agent, for its own benefit,
         from Borrower to Agent for the benefit of any Lender, from Borrower to
         any Lender or from Borrower to Bank or any other Affiliate of Agent, of
         any kind or nature, present or future, whether or not evidenced by any
         note, guaranty or other instrument, whether arising under the Agreement
         or any of the other Loan Documents, whether direct or indirect
         (including those acquired by assignment), absolute or contingent,
         primary or secondary, due or to become due, now existing or hereafter
         arising and however acquired, including without limitation any
         Derivative Obligations or Product Obligations owing to Agent, any
         Lender, Bank or any other Affiliate of Agent.

                  ORGANIZATIONAL I.D. NUMBER - with respect to any Person, the
         organizational identification number assigned to such Person by the
         applicable governmental unit or agency of the jurisdiction of
         organization of such Person.

                  ORIGINAL CLOSING DATE - November 1, 2001.


                                      A-17
<PAGE>

                  OTHER AGREEMENTS - any and all agreements, instruments and
         documents (other than the Agreement and the Security Documents),
         heretofore, now or hereafter executed by Borrower, any Subsidiary of
         Borrower or any other third party and delivered to Agent or any Lender
         in respect of the transactions contemplated by the Agreement.

                  OVERADVANCE - the amount, if any, by which the unpaid balance
         of Revolving Credit Loans PLUS the sum of the LC Amount PLUS the amount
         of LC Obligations that have not been reimbursed by Borrower or funded
         with a Revolving Credit Loan, PLUS reserves, exceeds the Borrowing
         Base.

                  PERMITTED ACQUISITION - as defined in the Exchange Note
         Indenture, as in effect on the date hereof and as amended, supplemented
         or otherwise modified with the consent of Majority Lenders.

                  PERMITTED CMS TRANSACTION - a sale by Borrower of the CMS
         Assets to one or more Persons, so long as (i) such sale is for fair
         market value, (ii) the terms of such sale are commercially reasonable
         and customary for transactions of that type at the time of consummation
         thereof, (iii) the consideration for such sale is a combination of cash
         and future services to be provided to Borrower, (iv) no Event of
         Default is then in existence and (v) 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.

                  PERMITTED DISTRIBUTIONS - payments made by Borrower in
         satisfaction of any put right in respect of Borrower's Securities
         authorized and outstanding on the Original Closing Date exercised by a
         participant in either Stock Plan, but only to the extent that (i) such
         payment is required to be made under Section 409 of the Code and (ii)
         such payment has been deferred by Borrower to the full extent legally
         permissible under the Code and the terms of the applicable Stock Plan.

                  PERMITTED LIENS - any Lien of a kind specified in subsection
         8.2.5 of the Agreement.

                  PERMITTED GO TRANSACTION - 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 (i)
         such sale is for fair market value, (ii) the terms of such sale and
         lease are commercially reasonable and customary for transactions of
         that type at the time of consummation thereof, (iii) the lessor
         delivers to Agent a landlord's agreement with respect to the GO
         Facility in form and substance reasonably acceptable to Agent, (iv) no
         Event of Default is then in existence and (v) 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.

                  PERMITTED NOTE EXCHANGE OFFER - collectively, exchange offers
         to be made by Borrower and the City of Weirton, West Virginia to the
         holders of (i) both issues of


                                      A-18
<PAGE>

         the Senior Notes and (ii) the Bonds, as the case may be, wherein such
         Person offers to exchange and accepts for exchange, up to the entire
         outstanding principal amount of such securities, on terms and
         conditions consistent in all material respects with the Registration
         Statement or otherwise in accordance with those terms and conditions
         approved by Agent and Lenders. With the execution of this Agreement,
         the side letter dated the Original Closing Date executed by Agent,
         Syndication Agent, each Documentation Agent, each Lender and Borrower
         with respect to the terms of the Permitted Note Exchange Offer is
         deemed to be terminated in all respects.

                  PERMITTED PURCHASE MONEY INDEBTEDNESS - Purchase Money
         Indebtedness of Borrower incurred after the date hereof which is
         secured by a Purchase Money Lien and the principal amount of which,
         when aggregated with the principal amount of all other such
         Indebtedness and Capitalized Lease Obligations of Borrower and its
         Subsidiaries at the time outstanding, does not exceed $5,000,000, plus
         the aggregate amount of such Indebtedness and Capitalized Lease
         Obligations incurred on or prior to the Original Closing Date in
         connection with the Liquidity Improvement Financing Program. For the
         purposes of this definition, the principal amount of any Purchase Money
         Indebtedness consisting of capitalized leases (as opposed to operating
         leases) shall be computed as a Capitalized Lease Obligation.

                  PERMITTED RD TRANSACTION - a sale by Borrower of the RD
         Facility to one or more Persons and, if Borrower so determines, the
         lease of such facility by Borrower giving rise to a Capitalized Lease
         Obligation, so long as (i) such sale is for fair market value, (ii) 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, (iii) 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, (iv) no Event of Default is then in
         existence and (v) 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.

                  PERMITTED TANDEM MILL TRANSACTION - either (i) a sale by
         Borrower of the Tandem Mill Collateral to one or more Persons and the
         concurrent lease of such facility by Borrower giving rise to a
         Capitalized Lease Obligation or (ii) another type of financing
         transaction pursuant to which Borrower incurs Indebtedness for Money
         Borrowed secured by up to $90,000,000 of senior Liens on the Tandem
         Mill Collateral, which, in either case (a) generates net cash proceeds
         of not less than $50,000,000 and (b) has terms and conditions, and is
         evidenced by agreements, instruments and documents, satisfactory to
         Agent and all Lenders, in their reasonable credit judgment.
         Notwithstanding the foregoing, in exercising their reasonable credit
         judgment in connection with approval of a Permitted Tandem Mill
         Transaction proposed by Borrower, Agent and Lenders will not utilize,
         as a basis for disapproving or withholding any approval or consent to
         be given to permit such transaction, the fact that Borrower intends to
         employ a portion of the proceeds to be derived from such transaction in
         accordance with one or more of the Exchange Indentures providing for



                                      A-19
<PAGE>

         payments to be made in respect of the Exchange Notes or the Series C
         Preferred upon certain dispositions of Collateral.

                  PERSON - an individual, partnership, corporation, limited
         liability company, joint stock company, land trust, business trust, or
         unincorporated organization, or a government or agency or political
         subdivision thereof.

                  PLAN - an employee benefit plan now or hereafter maintained
         for employees of Borrower or any of its Subsidiaries that is covered by
         Title IV of ERISA.

                  PLEDGED ACCOUNT - as defined in subsection 3.3.1 of the
         Agreement.

                  PRODUCT OBLIGATIONS - every obligation of Borrower under and
         in respect of any one or more of the following types of services or
         facilities extended to Borrower by Bank, Agent or any Affiliate of Bank
         or Agent: (i) credit cards, (ii) cash management or related services
         including the automatic clearing house transfer of funds for the
         account of Borrower pursuant to agreement or overdraft and (iii) cash
         management, including controlled disbursement services.

                  PROJECT ASSETS - all of the pollution control Equipment and
         Fixtures located at Borrower's Weirton, West Virginia steel-making
         facility, the purchase and/or installation of which were financed or
         refinanced with the proceeds of the Bonds.

                  PROJECTIONS - Borrower's forecasted Consolidated (i) balance
         sheets, (ii) profit and loss statements, (iii) cash flow statements,
         and (iv) capitalization statements, all prepared on a consistent basis
         with the historical financial statements of Borrower and its
         Subsidiaries, together with appropriate supporting details and a
         statement of underlying assumptions and subject to such qualifications
         as Borrower customarily includes in its projections for financial
         purposes.

                  PROPERTY - any interest in any kind of property or asset,
         whether real, personal or mixed, or tangible or intangible.

                  PURCHASE MONEY INDEBTEDNESS - means and includes (i)
         Indebtedness (other than the Obligations) for the payment of all or any
         part of the purchase price of any fixed assets, (ii) any Indebtedness
         (other than the Obligations) incurred at the time of or within 10 days
         prior to or after the acquisition of any fixed assets for the purpose
         of financing all or any part of the purchase price thereof, and (iii)
         any renewals, extensions or refinancings thereof, but not any increases
         in the principal amounts thereof outstanding at the time.

                  PURCHASE MONEY LIEN - a Lien upon fixed assets which secures
         Purchase Money Indebtedness, but only if such Lien shall at all times
         be confined solely to the fixed assets the purchase price of which was
         financed through the incurrence of the Purchase Money Indebtedness
         secured by such Lien.


                                      A-20
<PAGE>

                  RD FACILITY - Borrower's Research and Development Facility
         located on Three Springs Drive, Weirton, West Virginia.

                  REGISTRATION STATEMENT - Borrower's S-4 Registration Statement
         attached to the Agreement as EXHIBIT A-1.

                  REPORTABLE EVENT - any of the events set forth in Section
         4043(b) of ERISA.

                  RESERVE PERCENTAGE - the maximum aggregate reserve requirement
         (including all basic, supplemental, marginal and other reserves) which
         is imposed on member banks of the Federal Reserve System against
         "Euro-currency Liabilities" as defined in Regulation D.

                  RESTRICTED INVESTMENT - any investment made in cash or by
         delivery of Property to any Person, whether by acquisition of stock,
         Indebtedness or other obligation or Security, or by loan, advance or
         capital contribution, (including without limitation a loan, advance or
         capital contribution in connection with any joint venture investment)
         or otherwise, or in any Property except the following:

                         (i) investments by Borrower, to the extent existing on
                  the Original Closing Date, in one or more Subsidiaries of
                  Borrower;

                         (ii) Property to be used in the ordinary course of
                  business;

                         (iii) Current Assets arising from the sale of goods and
                  services in the ordinary course of business of Borrower or any
                  of its Subsidiaries;

                         (iv) investments made and maintained only at such time
                  as there are no Loans outstanding, in direct obligations of
                  the United States of America, or any agency thereof or
                  obligations guaranteed by the United States of America,
                  PROVIDED that such obligations mature within one year from the
                  date of acquisition thereof;

                         (v) investments made and maintained only at such time
                  as there are no Loans outstanding, in certificates of deposit
                  maturing within one year from the date of acquisition and
                  fully insured by the Federal Deposit Insurance Corporation;

                         (vi) investments made and maintained only at such time
                  as there are no Loans outstanding, in commercial paper given a
                  rating of not lower than A-2/P-2 by a national credit rating
                  agency and maturing not more than 270 days from the date of
                  creation thereof;

                         (vii) investments made and maintained only at such time
                  as there are no Loans outstanding, in money market, mutual or
                  similar funds having assets in excess of $100,000,000 and the
                  investments of which are limited to investment grade
                  securities;


                                      A-21
<PAGE>

                         (viii) investments existing on the date hereof and
                  listed on EXHIBIT 8.2.12 hereto; and

                         (ix) investments otherwise expressly permitted pursuant
                  to the Agreement.

                  REVOLVING CREDIT LOAN - a Loan made by any Lender pursuant to
         Section 1.1 of the Agreement.

                  REVOLVING CREDIT MAXIMUM AMOUNT - $200,000,000, as such amount
         may be reduced from time to time pursuant to the terms of the
         Agreement.

                  REVOLVING LOAN COMMITMENT - with respect to any Lender, the
         amount of such Lender's Revolving Loan Commitment pursuant to
         subsection 1.1.1 of the Agreement, as set forth below such Lender's
         name on the signature page hereof.

                  REVOLVING LOAN PERCENTAGE - with respect to each Lender, the
         percentage equal to the quotient of such Lender's Revolving Loan
         Commitment DIVIDED BY the aggregate of all Revolving Loan Commitments.

                  REVOLVING NOTES - the Secured Promissory Notes executed by
         Borrower on or about the Original Closing Date in favor of each Lender
         to evidence the Revolving Credit Loans, which shall be in the form of
         EXHIBIT 1.1 to the Agreement, together with any replacement or
         successor notes therefor.

                  SCRAP INVENTORY PURCHASE - the purchase of certain of
         Borrower's scrap Inventory in July, 2001 by Herman Strauss, Inc. Iron
         and Steel Scrap Metals for a purchase price of $1,110,000.

                  SECURITY - all shares of stock, partnership interests,
         membership interests, membership units or other ownership interests in
         any other Person and all warrants, options or other rights to acquire
         the same.

                  SECURITY DOCUMENTS - the Guaranty Agreements, the Mortgages
         and all other instruments and agreements now or at any time hereafter
         securing the whole or any part of the Obligations.

                  SENIOR NOTES - collectively, the 2004 Senior Notes and the
         2005 Senior Notes.

                  SERIES C PREFERRED - Borrower's Series C Junior Redeemable
         Convertible Preferred Stock issued in connection with the Permitted
         Note Exchange Offer, which, among other things, is unsecured, has no
         voting rights or put rights, is not mandatorily redeemable prior to
         April 1, 2013 and is not subject to the issuance of dividends.

                  SOLVENT - as to any Person, that such Person (i) owns Property
         whose fair saleable value is greater than the amount required to pay
         all of such Person's Indebtedness (including contingent debts), (ii) is
         able to pay all of its Indebtedness as


                                      A-22
<PAGE>

         such Indebtedness matures and (iii) has capital sufficient to carry on
         its business and transactions and all business and transactions in
         which it is about to engage.

                  SPECIAL CONSIDERATIONS - one or more modifications to,
         restatement of the terms of, or replacement for, any agreement,
         arrangement or relationship existing prior to the Original Closing Date
         between Borrower or any Subsidiary on the one hand and any vendor,
         supplier, other Person furnishing goods or services or any lender,
         creditor or similar obligee (including any governmental unit) on the
         other hand, providing for the prices to be paid by Borrower or such
         Subsidiary for such goods or services to be decreased, or discounts to
         be taken or increased, or payment to be deferred, or for any
         forgiveness or reduction of amounts or obligations owed or otherwise
         payable by Borrower or such Subsidiary, in each case not included as
         part of Foster Wheeler/Steamco and in each case reasonably acceptable
         to Agent.

                  STOCK PLANS - collectively, Borrower's 1984 Employee Stock
         Ownership Plan and Borrower's 1989 Employee Stock Ownership Plan, as
         each existed on the Original Closing Date.

                  SUBORDINATED DEBT - Indebtedness of Borrower or any Subsidiary
         of Borrower that is subordinated to the Obligations in a manner
         satisfactory to Agent, and contains terms, including without
         limitation, payment terms, satisfactory to Majority Lenders.

                  SUBSIDIARY - any Person of which another Person owns, directly
         or indirectly through one or more intermediaries, more than 50% of the
         Voting Stock at the time of determination.

                  SWINGLINE LOANS - as defined in subsection 1.1.5 of the
         Agreement.

                  SYNDICATION AGENT - Foothill Capital Corporation, in its
         capacity as syndication agent under the Agreement.

                  TANDEM MILL COLLATERAL - the real Property constituting
         Borrower's No. 9 Tandem Mill located at Borrower's Weirton, West
         Virginia steel-making facility and which is legally described on
         EXHIBIT A-2 attached to the Agreement, together with all Equipment and
         Fixtures now or hereafter located thereon (whether or not later moved),
         including without limitation the Equipment listed on EXHIBIT A-3
         attached to the Agreement.

                  TANDEM MILL FINANCING PROCEEDS - means the cash proceeds of an
         Approved Financing Transaction, net of all legal, title and recording
         tax expenses, commissions and other fees and expenses incurred in
         connection with such Approved Financing Transaction.

                  TANDEM MILL SALE PROCEEDS - means the cash proceeds of an
         Approved Sale and Leaseback relating to the Tandem Mill Collateral, net
         of all legal, title and recording tax expenses, commissions and other
         fees and expenses incurred in


                                      A-23
<PAGE>

         connection with such Approved Sale and Leaseback and any capital gains
         taxes incurred in connection with such Approved Sale and Leaseback.

                  TANDEM MILL SUBFACILITY - the Loan in the aggregate amount of
         $25,000,000 described in Section 1.3 of the Agreement.

                  TANDEM MILL SUBFACILITY LOAN NOTES - the Secured Promissory
         Notes executed by Borrower on or about the Original Closing Date in
         favor of each applicable Lender to evidence its Tandem Mill
         Subfacility, together with any replacement or successor notes therefor.

                  TERM - as defined in Section 4.1 of the Agreement.

                  TIN MILL COLLATERAL - the real Property constituting
         Borrower's Tin Mill located at Borrower's Weirton, West Virginia
         steel-making facility and which is legally described on EXHIBIT A-6
         attached to the Agreement, together with all Equipment and Fixtures now
         or hereafter located thereon (whether or not later moved), including
         without limitation the Equipment listed on EXHIBIT A-7 attached to the
         Agreement; provided, however, that the Equipment referred to in clause
         (iii) of the definition of the term CMS ASSETS contained herein shall
         not constitute Tin Mill Collateral.

                  TOTAL CREDIT FACILITY - $200,000,000, as reduced from time to
         time pursuant to the terms of the Agreement.

                  TRANSPORTATION EQUIPMENT - the railroad locomotives and
         railcars owned by Borrower and listed on EXHIBIT A-8.

                  TYPE OF ORGANIZATION - with respect to any Person, the kind or
         type of entity by which such Person is organized, such as a corporation
         or limited liability company.

                  UCC - the Uniform Commercial Code as in effect in the State of
         Illinois on the date of this Agreement, as it may be amended or
         otherwise modified.

                  UNUSED LINE FEE - as defined in Section 2.5 of the Agreement.

                  VOTING STOCK - Securities of any class or classes of a
         corporation, limited partnership or limited liability company or any
         other entity the holders of which are ordinarily, in the absence of
         contingencies, entitled to vote with respect to the election of
         corporate directors (or Persons performing similar functions).

                  OTHER TERMS. All other terms contained in the Agreement shall
have, when the context so indicates, the meanings provided for by the UCC to the
extent the same are used or defined therein.

                  CERTAIN MATTERS OF CONSTRUCTION. The terms "herein", "hereof"
and "hereunder" and other words of similar import refer to the Agreement as a
whole and not to any particular section, paragraph or subdivision. Any pronoun
used shall be deemed to cover all


                                      A-24
<PAGE>

genders. The section titles, table of contents and list of exhibits appear as a
matter of convenience only and shall not affect the interpretation of the
Agreement. All references to statutes and related regulations shall include any
amendments of same and any successor statutes and regulations. All references to
any of the Loan Documents shall include any and all modifications thereto and
any and all extensions or renewals thereof.




                                      A-25
<PAGE>



                              Exhibit A-9 - Page 1
                         LIST OF EXHIBITS AND SCHEDULES

Exhibit 1.1         Form of Revolving Note
Exhibit 6.1.1       Business Locations
Exhibit 7.1.1       Jurisdictions in which Borrower and each Subsidiary is
                      Authorized to do Business
Exhibit 7.1.4       Capital Structure of Borrower and each Subsidiary
Exhibit 7.1.5       Names; Organization
Exhibit 7.1.13      Surety Obligations
Exhibit 7.1.14      Tax Identification Numbers of Subsidiaries
Exhibit 7.1.16      Patents, Trademarks, Copyrights and Licenses
Exhibit 7.1.19      Contracts Restricting Right to Incur Debts
Exhibit 7.1.20      Litigation
Exhibit 7.1.22      Capitalized and Operating Leases
Exhibit 7.1.23      Pension Plans
Exhibit 7.1.25      Labor Relations
Exhibit 7.1.26      Third Party Property
Exhibit 8.1.3       Form of Compliance Certificate
Exhibit 8.1.4       Form of Borrowing Base Certificate
Exhibit 8.2.3       Existing Indebtedness
Exhibit 8.2.4       Affiliate Transactions
Exhibit 8.2.5       Permitted Liens
Exhibit 8.2.12      Permitted Investments
Exhibit 8.2.15      Amendment to Borrower's Certificate of Incorporation re:
                      Series C Preferred
Exhibit 9.1.2(A)    Closing Date Closing Checklist
Exhibit 9.1.2(B)    Effective Date Closing Checklist

Exhibit A-1         S-4 Registration Statement
Exhibit A-2         Real Property Included in Tandem Mill Collateral
Exhibit A-3         Equipment Included in Tandem Mill Collateral
Exhibit A-4         Real Property Included in Hot Mill Collateral
Exhibit A-5         Equipment Included in Hot Mill Collateral
Exhibit A-6         Real Property Included in Tin Mill Collateral
Exhibit A-7         Equipment Included in Tin Mill Collateral
Exhibit A-8         Transportation Equipment
Exhibit A-9         CMS Assets



                              Exhibit A-9 - Page 1