<PAGE>

                                                                   EXHIBIT 10.27


CONFIDENTIAL TREATMENT REQUESTED
UNDER C.F.R. SECTIONS
200.80(b)(4), 200.83 and 230.406

**** INDICATES OMITTED MATERIAL THAT
IS THE SUBJECT OF A CONFIDENTIAL
TREATMENT REQUEST FILED
SEPARATELY WITH THE COMMISSION




                                SUPPLY AGREEMENT

                                     BETWEEN

                        REPUBLIC ENGINEERED PRODUCTS LLC

                                       AND

                                  PRAXAIR, INC.

                                  FOR SUPPLY OF

                           OXYGEN, NITROGEN AND ARGON

                                       AT

                                  LORAIN, OHIO

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
ARTICLE      TITLE                                                          PAGE
<S>          <C>                                                            <C>
ARTICLE 1  - DEFINITIONS ...........................................          1
ARTICLE 2  - QUANTITY ..............................................          3
ARTICLE 3  - SPECIFICATIONS ........................................          3
ARTICLE 4  - DELIVERY PRESSURE, STORAGE UNITS, BACKUP EQUIPMENT, AND
             OXYGEN AND NITROGEN COMPRESSORS .......................          4
ARTICLE 5  - INSTALLATION ..........................................          5
ARTICLE 6  - SELLER'S SHUTDOWN .....................................          6
ARTICLE 7  - METERING EQUIPMENT ....................................          6
ARTICLE 8  - PRICING AND REPRICING .................................          7
ARTICLE 9  - TAXES AND FEES ........................................          9
ARTICLE 10 - CONTINGENCIES ........................................          10
ARTICLE 11 - HAZARDS/LIABILITY ....................................          10
ARTICLE 12 - AIR SEPARATION PLANT SITE ............................          11
ARTICLE 13 - UTILITIES ............................................          12
ARTICLE 14 - ATMOSPHERIC CONTAMINANTS .............................          15
ARTICLE 15 - ENVIRONMENTAL CONDITIONS AND PERMITS .................          15
ARTICLE 16 - FAIR LABOR STANDARDS ACT .............................          15
ARTICLE 17 - ASSIGNMENT ...........................................          15
ARTICLE 18 - APPLICABLE LAW .......................................          16
ARTICLE 19 - DURATION OF AGREEMENT ................................          16
ARTICLE 20 - WAIVER ...............................................          18
ARTICLE 21 - DISPUTE RESOLUTION ...................................          18
ARTICLE 22 - HEADINGS .............................................          18
ARTICLE 23 - NOTICES ..............................................          18
ARTICLE 24 - CONFIDENTIALITY ......................................          19
ARTICLE 25 - ENTIRE AGREEMENT .....................................          19
ARTICLE 26 - SEVERABILITY .........................................          19
</TABLE>

                                       i
<PAGE>

THIS AGREEMENT is made and entered into as of the twentieth day of SEPTEMBER,
2002, by and between PRAXAIR, INC., a Delaware corporation with an office
located at 39 Old Ridgebury Road, Danbury, Connecticut 06810-5113 (herein
referred to as "Seller") and REPUBLIC ENGINEERED PRODUCTS LLC, an Delaware
corporation with an office located at 3770 Embassy Parkway Akron, Ohio
(hereinafter referred to as "Buyer").

                              W I T N E S S E T H :

      WHEREAS, Buyer desires to purchase its requirements of oxygen, nitrogen
and argon for use at its plant at Lorain, Ohio and has requested Seller to
supply such quantities of oxygen, nitrogen and argon; and

      WHEREAS, Seller has constructed, owns and operates an air separation plant
on a site furnished by Buyer's predecessor, adjacent to Buyer's plant at Lorain,
Ohio, from which Seller shall supply oxygen, nitrogen and argon to Buyer, and
may supply Products to Seller's other customers;

      NOW, THEREFORE, in consideration of the foregoing and the mutual promises
contained herein, Buyer and Seller agree as follows:

ARTICLE 1 - DEFINITIONS

      As used in this Agreement:

      1.1 "Air Separation Plant" means the air separation plant referred to
above that is owned and operated by Seller for the production, compression,
storage, vaporization and metering of oxygen, nitrogen .and argon for sale and
delivery to Buyer's Plant and to Seller's other customers, as provided in this
Agreement.

      1.2 "Air Separation Plant Site" means those parcels of land that shall be
leased at no cost to Seller pursuant to the Lease. The Air Separation Plant Site
location and boundaries thereof are depicted in Exhibit A to the Lease.

      1.3 "Argon" means argon produced in liquid form by the Air Separation
Plant or produced and imported from Seller's other off-site production
facilities and delivered hereunder as specified in Article 2.

      1.4 "Buyer's Oxygen, Nitrogen and Argon Requirements" means Buyer's [****]
requirements, in gaseous and liquid form, of oxygen, nitrogen and argon, other
than that supplied in cylinders, for use at Buyer's Plant.

      1.5 "Buyer's Plant" means Buyer's plant at the location referred to above
and any additions thereto.

      1.6 "Cubic Foot" used as a measure of oxygen, nitrogen and argon means
that quantity of oxygen, nitrogen and argon which in gaseous form would occupy a

                                       1
<PAGE>

volume of one cubic foot at 70 degrees Fahrenheit temperature and 14.696 pounds
per square inch absolute pressure, also referred to as "Standard Cubic Foot" or
"SCF".

      1.7 "Gaseous Oxygen" means oxygen delivered hereunder up to the maximum
instantaneous demand rates specified in Article 2.1(a).

      1.8 "Gaseous Nitrogen" means nitrogen delivered hereunder up to the
maximum instantaneous demand rate specified in Article 2.1(a) and at the minimum
pressure specified in Article 4.1.

      1.9 "High Pressure Nitrogen" means nitrogen delivered hereunder up to the
maximum instantaneous demand rate specified in Article 2.1(a), and at the
minimum pressure specified in Article 4.1.

      1.10 "High Pressure Nitrogen Distributing System" means the system of
trunk and service pipelines existing now that were constructed by Seller, are
owned by Seller, and shall be inspected, maintained, and repaired by Buyer, and
that will be used to transport High Pressure Nitrogen to the High Pressure
Receivers located on Buyer's property, and from said receivers to the various
use points at Buyer's Plant.

      1.11 "High Pressure Receivers" means the six (6) nitrogen receivers having
a working pressure of 600 pounds per square inch and a storage capacity of two
thousand five hundred cubic feet of water volume each, installed, owned and
maintained by Seller.

      1.12 "Lease" means that certain lease agreement dated September 20, 2002
between Buyer as lessor and Seller as lessee, as the same may be amended from
time to time in accordance with the provisions thereof.

      1.13 "Month" means that period of time beginning at twelve o'clock
midnight on the first Day of any calendar month and extending to twelve o'clock
midnight on the first Day of the following calendar month.

      1.14 "Oxygen, Nitrogen and Argon Distributing System" means the system of
trunk and service pipelines existing now that are owned and maintained by Buyer,
and will be used to transport oxygen, nitrogen and argon from the Oxygen,
Nitrogen and Argon Delivery Point(s) to the various use points at Buyer's Plant.

      1.15 "Oxygen, Nitrogen, High Pressure Nitrogen and Argon Delivery
Point(s)" means the point(s) on the boundary of the Leased Land (as that term is
defined in the Lease) as shown on Exhibit A to the Lease (Drawing 9175-9-6)
dated February 25, 1969, and last revised on June 19, 1996, attached hereto and
made a part hereof, where the Air Separation Plant is connected to the Oxygen,
Nitrogen and Argon Distributing System and the High Pressure Nitrogen
Distributing System. Title and risk of loss of oxygen, nitrogen and argon
delivered hereunder will pass to Buyer at these point(s).

      1.16 "PSIG" means pounds per square inch gauge.

                                       2
<PAGE>

      1.17 "SCFH" means an instantaneous rate of flow which would be equivalent
to one (1) SCF if continued at a fixed rate for a one (1) hour period.

      1.18 "Supplemental Oxygen" means all oxygen delivered hereunder other than
Gaseous Oxygen.

      1.19 "Supplemental Nitrogen" means all nitrogen delivered hereunder other
than Gaseous Nitrogen or High Pressure Nitrogen.

ARTICLE 2 - QUANTITY

      2.1(a) Seller shall sell and deliver into the Oxygen, Nitrogen and Argon
Distributing System and the High Pressure Nitrogen Distributing System and Buyer
shall purchase and receive from Seller, Buyer's Oxygen, Nitrogen and Argon
Requirements. Gaseous Oxygen deliveries shall be made to the Oxygen Delivery
Point at a maximum instantaneous delivery rate of five hundred forty thousand
(540,000) SCFH at ambient temperatures of less than eighty-five (85) degrees
Fahrenheit under Oxygen Pricing Option A in Article 8.1, and one million
(1,000,000) SCFH at ambient temperatures of less than eighty-five (85) degrees
Fahrenheit under Oxygen Pricing Option B in Article 8.1. Gaseous Nitrogen
deliveries shall be made to the Nitrogen Delivery Point at a maximum
instantaneous rate of three hundred thousand (300,000) SCFH. High Pressure
Nitrogen deliveries shall be made to the High Pressure Nitrogen Delivery Point
at a maximum instantaneous rate of one hundred eighty thousand (180,000) SCFH.
Argon deliveries shall be made to the Argon Delivery Point at a maximum
instantaneous rate of thirty-five thousand (35,000) SCFH.

      2.1(c) Buyer and Seller agree to meet from time to time to review the
maximum instantaneous delivery rates and specifications for purposes of
determining Buyer's Oxygen, Nitrogen and Argon Requirements hereunder, and agree
to negotiate in good faith the charges pertaining to any additional production
facilities and/or storage vessels as such may be required, as part of this
Agreement.

      2.1(d) For the purpose of this Agreement, negotiate in good faith shall
embody the principles of good faith as discussed in the Uniform Commercial Code.
Furthermore, negotiate in good faith includes the intent of Buyer and Seller to
exert their best efforts to do business with each other.

ARTICLE 3 - SPECIFICATIONS

      3.1 Products delivered hereunder shall conform to the following
specifications:

      Oxygen shall be at least 99.40% pure by volume.

      Nitrogen shall be at least 99.999% by volume pure (dry basis) including
      equivalent inerts and shall have a dew point of minus 90 degrees
      Fahrenheit or below at 14.696 pounds per square inch absolute pressure.

      Argon shall be at least 99.95% pure by volume.

                                       3
<PAGE>

      Any oxygen, nitrogen or argon which does not conform to the foregoing
specifications may be rejected by Buyer by providing Seller with verbal notice
within eight (8) hours and subsequent written confirmation within five (5) days
of delivery thereof, no charge shall be made for oxygen, nitrogen or argon so
rejected and, Seller shall immediately, or as soon as reasonably practicable and
using best efforts, replace such rejected oxygen, nitrogen or argon with
conforming oxygen, nitrogen or argon at the same price as that oxygen, nitrogen
or argon that was so rejected by Buyer. Since Buyer may obtain devices which
have the capability of testing the purity of oxygen, nitrogen or argon delivered
hereunder and may reject at no cost oxygen, nitrogen or argon which does not
meet the foregoing specifications, no claim of any kind with respect to the
purity of oxygen, nitrogen or argon delivered hereunder, whether or not based on
negligence, warranty, strict liability, or any other theory of law, shall be
greater than the purchase price of the amount of oxygen, nitrogen or argon
calculated on a pro rata basis in respect to which such claim is made.

      THERE ARE NO EXPRESS WARRANTIES BY SELLER OTHER THAN THOSE SPECIFIED IN
THIS ARTICLE 3.1. NO WARRANTIES BY SELLER (OTHER THAN WARRANTY OF TITLE AS
PROVIDED IN THE UNIFORM COMMERCIAL CODE) SHALL BE IMPLIED OR OTHERWISE CREATED
UNDER THE UNIFORM COMMERCIAL CODE, INCLUDING BUT NOT LIMITED TO WARRANTY OF
MERCHANTABILITY AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.

ARTICLE 4 - DELIVERY PRESSURE, STORAGE UNITS, BACKUP EQUIPMENT, AND OXYGEN AND
NITROGEN COMPRESSORS

      4.1 Oxygen, nitrogen and argon shall be delivered into the respective
Distributing Systems at pressures equal to or greater than those specified
below.

<TABLE>
<S>                                          <C>
Oxygen                                       [****] PSIG

Nitrogen
(other than High Pressure Nitrogen)          [****] PSIG

High Pressure Nitrogen                       [****] PSIG

Argon                                        [****] PSIG
</TABLE>

            Pressure relief valves shall actuate on the oxygen and argon
pipelines in the Air Separation Plant at 275 PSIG, on the nitrogen pipeline in
the Air Separation Plant (other than the High Pressure Nitrogen pipeline) at 235
PSIG, and on the High Pressure Nitrogen pipeline in the Air Separation Plant at
500 PSIG. Buyer shall be responsible for installing appropriate relief devices
on the Oxygen, Nitrogen and Argon Distributing System, and shall be responsible
for maintaining the relief device(s) on the High Pressure Nitrogen Distributing
System.

                                       4
<PAGE>
      4.2 The Air Separation Plant shall include 48,500,000 SCF of liquid oxygen
storage capacity, 32,500,000 SCF of liquid nitrogen storage capacity, and
10,200,000 SCF of liquid argon storage capacity, and shall contain equipment
capable of vaporizing 1,600,000 SCFH of oxygen, 480,000 SCFH of nitrogen at 160
PSIG and 50,000 SCFH of argon.

      4.3 Seller shall, under normal plant operations, maintain a minimum liquid
nitrogen inventory of eight million five hundred thousand (8,500,000) SCF and a
minimum liquid oxygen inventory of twenty five million (25,000,000) SCF, unless
Buyer and Seller mutually agree to reduce the minimum quantities, such mutual
agreement not to be unreasonably withheld.

      4.4 The Air Separation Plant shall include oxygen gas storage units whose
total gas capacity is 800,000 SCF at a pressure equal to or greater than 220
PSIG.

      4.5 The Air Separation Plant shall include two oxygen booster compressors
each having the capacity to compress and deliver into the oxygen gas storage
units, five hundred thousand (500,000) SCFH, at a pressure of up to 450 PSIG.

      4.6 The Air Separation Plant shall include two nitrogen booster
compressors, one having a capacity to compress and deliver Gaseous Nitrogen into
the Nitrogen Distributing System at a pressure of not less than 160 PSIG, and
one having the capacity to compress and deliver High Pressure Nitrogen into the
High Pressure Nitrogen Distributing System at a pressure of not less than 200
PSIG and up to 450 PSIG.

      4.7 The Air Separation Plant shall include facilities for the production,
storage and export, by motor carrier, railroad or pipeline, of gaseous or liquid
oxygen, nitrogen and argon in addition to those facilities that are used to
provide and store gaseous or liquid oxygen, nitrogen and argon that Seller is
obligated to deliver hereunder. Seller shall have the right, subject to its
obligations hereunder and subject to any further requirements of Buyer, to
remove and use or sell to others gaseous or liquid oxygen, nitrogen and argon
produced by the Air Separation Plant.

ARTICLE 5 - INSTALLATION

      5.1 [****], at its expense, shall own, operate, maintain and repair, if
necessary, the Air Separation Plant on the Air Separation Plant Site. The Air
Separation Plant shall remain the property of [****] at all times.

      5.2 [****], at its expense, shall own, operate, repair and maintain the
Oxygen, Nitrogen and Argon Distributing System. The Oxygen, Nitrogen and Argon
Distributing System shall remain the property of [****] at all times. [****], at
its expense, shall operate, inspect, maintain and repair the High Pressure
Nitrogen Distributing System. The High Pressure Nitrogen Distributing System
shall remain the property of [****] at all times. Notwithstanding anything
contained in this Agreement to the contrary, [****] shall defend, indemnify and
hold harmless [****] from and against all losses, damages, demands, claims,
suits and other liabilities including reasonable attorneys' fees and other
expenses of litigation) because of bodily injury, including death at any time
resulting therefrom, and damages to property which occur as a result of or
resulting

                                       5
<PAGE>

from [****] operation, inspection, maintenance or repair of the High Pressure
Nitrogen Distributing System, except to the extent such losses, damages,
demands, claims, suits or liabilities (including reasonable attorneys' fees) are
caused by the negligence of [****].

      5.3 If during the first [****] years of this Agreement, it shall become
necessary to replace the Air Separation Plant, the parties shall negotiate in
good faith to effect such replacement.

ARTICLE 6 - SELLER'S SHUTDOWN

      6.1 Seller shall have the right from time to time to shut down or
partially shut down the production facilities of the Air Separation Plant for
such periods of time as may be reasonably necessary for Seller to make ordinary
repairs for maintenance and/or thawing necessary and consistent with proper
operation. For the first forty-eight (48) hours of any such shutdown or partial
shutdown period, subject to the inventory limitation provisions contained in
Article 4.3, Seller shall deliver from storage as Gaseous Oxygen, Gaseous
Nitrogen and Argon, Buyer's Oxygen, Nitrogen, and Argon Requirements up to
delivery rates equal to Buyer's average Gaseous Oxygen, Gaseous Nitrogen and
Argon use for the prior thirty (30) Day period or in the case of oxygen for the
period Buyer was purchasing oxygen under the pricing option at the time of the
shutdown or partial shutdown if said period is less than thirty (30) days. All
other product delivered during the first forty-eight (48) hours of a shutdown or
partial shutdown period shall be Supplemental Oxygen, Supplemental Nitrogen or
Argon. During a shutdown or partial shutdown, any oxygen or nitrogen delivered
from liquid oxygen or liquid nitrogen inventory or any Argon delivered following
the first forty-eight (48) hours of such shutdown or partial shutdown shall be
Supplemental Oxygen, Supplemental Nitrogen or Argon.

ARTICLE 7 - METERING EQUIPMENT

      7.1 Seller has installed and shall maintain or shall cause to be
maintained, metering equipment to measure the quantities of oxygen, nitrogen and
argon delivered to Buyer hereunder. Such equipment shall remain the property of
Seller at all times.

      7.2 Seller, at its expense, shall test and calibrate the metering
equipment at least once annually, and Buyer may have its representatives present
during such tests. Readings shall be corrected to SCF measured at 70 degrees
Fahrenheit and 14.696 pounds per square inch absolute pressure. At any time
requested by Buyer, Seller shall test the metering equipment in the presence of
Buyer's representatives, and if the metering equipment is found on such test to
be accurate by an independent third party, Buyer shall pay Seller the cost and
expense of such test, but if found on such test to be inaccurate by an
independent third party, then the cost and expense of such test and of
correcting the inaccuracy in the metering equipment shall be borne by Seller. If
on any test the metering equipment is found to be inaccurate, a correcting
invoice shall be rendered to cover the actual amount of oxygen, nitrogen and
argon delivered to Buyer through the metering equipment for the thirty (30) Day
period prior to the date on which such test was made or the period from the date
such metering equipment was last

                                       6
<PAGE>
tested and considered accurate, whichever period is shorter. If on any test of
the metering equipment, its inaccuracy is not over [****] percent ([****]%),
either fast or slow at full scale, the metering equipment shall be considered
accurate.

ARTICLE 8 - PRICING AND REPRICING

      8.1 As promptly as possible after the end of each Month, Seller shall
invoice Buyer and Buyer shall pay Seller in accordance with the prices set forth
below for any Gaseous and Supplemental Oxygen and Nitrogen, as well as Argon as
adjusted under Articles 8.3, plus the amount of any sales, use or excise taxes
now or hereafter imposed by reason of such sale or delivery, if any.

      8.1(a) Oxygen and Nitrogen Base Pricing

      Buyer may select Oxygen Supply Option A or B below by providing Seller
with thirty (30) days prior written notice. Upon selecting Oxygen Supply Option
B, Buyer shall pay Seller, when billed, a [****] dollar ($[****]) startup fee
per start-up request and purchase oxygen under the selected Option for a minimum
of thirty 30 days. If no Oxygen Supply Option is selected, then Buyer shall be
presumed to have selected Option A.

      Buyer shall pay the Monthly Facility Fee for both oxygen and nitrogen
associated with the Oxygen Supply Option Buyer has selected whether or not any
oxygen or nitrogen is actually taken. If Buyer purchases oxygen under Option A
and Argon in excess of [****] SCF per Month, then Buyer shall reimburse Seller
for Seller's transportation cost for any Argon imported by Seller for Buyer's
use.

<TABLE>
<S>                                                                               <C>
Option A: Single Plant Operation

      Monthly Facility Fee for oxygen:                                            $[****]
      Included in the Monthly Facility Fee is [****] SCFH of oxygen.

      Monthly Facility Fee for nitrogen:                                          $[****] per Month.
      Included in the Monthly Facility Fee is [****] SCFH of nitrogen.

      Gaseous Oxygen Price:                                                       $[****] SCF
      For all oxygen above [****] SCFH and less than or equal to [****] SCF.

      Supplemental Oxygen (>[****] SCFH):                                         $[****] SCF
      Supplemental Nitrogen (>[****] SCFH):                                       $[****] SCF

Option B: Two Plant Operation

      Monthly Facility Fee for oxygen:                                            $[****]
      Included in the Monthly Facility Fee is [****] SCFH of oxygen.

      Monthly Facility Fee for nitrogen:                                          $[****] per Month.
      Included in the Monthly Facility Fee is [****] SCFH of nitrogen.
</TABLE>

                                       7
<PAGE>

<TABLE>
<S>                                                                             <C>
Gaseous Oxygen Price:                                                           $[****] SCF
For all Oxygen above [****] SCFH and less than or equal to [****] SCFH.

Supplemental Oxygen (>[****] SCFH):                                             $[****] SCF
Supplemental Nitrogen (>[****] SCFH):                                           $[****] SCF

8.1(b) High Pressure Nitrogen Monthly Facility Fee:                             $ [****]
Included in the High Pressure Nitrogen Facility Fee is [****] SCFH of nitrogen.

Supplemental Nitrogen (>[****] SCF):                                            $[****] SCF

8.1(c) Argon:                                                                   $[****] SCF
</TABLE>

      Except as otherwise expressly provided herein, all Monthly Facility Fees
apply whether or not any product is actually taken.

      8.2(a) Terms of payment shall be net thirty (30) days following date of
invoice. If Buyer fails to make timely payment in accordance with the terms of
this Agreement, Seller reserves the right, among other remedies, to (a) refuse
to supply oxygen, nitrogen or argon except for receipt of payment in full of all
outstanding charges, and/or (b) assess to and collect from Buyer a late charge
on any delinquent balance equal to the lesser of [****] percent ([****]%) per
annum or the maximum charge permitted by law; and/or (c) terminate this
Agreement if Buyer fails to make timely payment in accordance with the terms of
this Agreement and such failure continues for a period of thirty (30) days
following receipt of notice of such failure from Seller.

      8.2(b) If any time during the term of this Agreement, Seller overcharges
Buyer due to a miscalculation or any other reason and Buyer pays such overcharge
to Seller, or if Buyer pays to Seller a disputed amount and it is determined
that Seller was not entitled to such amount, Seller shall pay to Buyer the
overcharged or erroneous amount paid by Buyer in addition to interest on such
amount at the then current Prime Rate. Prime Rate shall mean the rate of
interest charged from time to time by the Chase Bank at its principal office in
New York City on short-term loans to large businesses with the highest credit
standing.

      8.2(c) If Buyer or Seller shall in good faith dispute the amount of any
amount due and payable by it under this Agreement. Buyer or Seller, as the case
may be, shall pay the undisputed portion.

      8.2(d) Seller agrees to open negotiations on the Gaseous Nitrogen quantity
and Monthly Facility Fee if Buyer begins its pulverized coal operations.

      8.3 Repricing

The prices set forth in Article 8.1 shall be adjusted during the term of this
agreement every February, based upon [****].

                                       8
<PAGE>

      8.4 Pricing for Buyer Supplied Utilities

      Seller has reduced the monthly Oxygen Facility Fee in option A from
$[****]/month to $[****] which results $[****]/month Facility Fee reduction. The
monthly Oxygen Facility Fee in option B is reduced from $[****] to $[****] which
results in a $[****]/month reduction. In return Buyer will supply the water,
service water, natural gas and steam as specified in Article 13 at [****] to
Seller. Seller will issue Buyer a credit for electric energy supplied by Buyer
and used by Seller, as specified in Article 13. The credit will be based on the
following formula:

[****]

      8.5 The parties to this Agreement acknowledge the potential value of
Electronic Data Invoicing ("EDI") and therefore agree that if either party
desires to implement EDI, then Buyer and Seller shall, following a request for
EDI implementation, enter into good faith negotiations to amend this Agreement
to provide for EDI billing.

ARTICLE 9 - TAXES AND FEES

      9.1 Seller shall pay all contributions, taxes and premiums payable under
Federal, State and local laws measured upon the payroll of employees engaged in
the performance of work by Seller under this Agreement, and all excise,
transportation, privilege, occupational, net income, gross income, gross
receipts and other taxes applicable to Seller's receipts under this Agreement,
and shall hold Buyer harmless from liability for such contributions, premiums
and taxes; provided, however, Buyer shall pay any Ohio sales or use tax imposed
by reason of the sale or delivery of oxygen, nitrogen or argon hereunder. Buyer
has the authority to pay applicable tax directly to the Ohio Department of
revenue under Direct Pay Permit Number 98-002450.

      9.2 If at any time during the term of this Agreement any tax, other than a
general franchise tax imposed on corporations on account of their right to do
business within the state as a foreign corporation and other than a tax covered
by Article 8.1 and Article 9.1, is newly imposed on Seller by any governmental
authority which directly increases Seller's costs incurred in the production,
sale or delivery of any products to Buyer hereunder, or if, due to a rate change
or other action of the governmental authority, there is an increase in any such
tax presently existing, then Buyer shall reimburse Seller therefor to the extent
that its costs for production, sale or delivery hereunder are directly increased
thereby. Likewise, if any such tax shall be eliminated or if there shall be a
decrease in the rate of such tax, Seller shall credit Buyer in the amount of the
reduction in tax which is thus realized by Seller.

      9.3 If at any time during the term of this Agreement Seller's fees or
other costs for any required permits, right of ways, easements, licenses and
other like consents are increased or decreased such that Seller's cost incurred
in performing hereunder is directly increased or decreased, then Seller shall
invoice or credit Buyer, as the case may be, one half the amount of such
increase or decrease.

                                       9
<PAGE>

      9.4 If at any time during the term of this Agreement the total amount of
real estate property taxes, fees and assessments on the Air Separation Plant
Site (other than for improvements thereon) is increased or decreased from the
total amount paid by Seller in 1991, Seller shall invoice or credit Buyer, as
the case may be, with the amount of such increase or decrease. Buyer shall not
bear any increase or receive any decrease in taxes based on that portion of the
Air Separation Plant Site that is not used by Seller to produce oxygen, nitrogen
or argon for delivery to Buyer.

ARTICLE 10 - CONTINGENCIES

      10.1 Neither party hereto shall be liable to the other for default or
delay in the performance of any of its obligations hereunder (except any
obligation to make payments which accrued prior to the contingency when due) due
to Act of God, accident, fire, flood, storm, riot, war, sabotage, explosion,
strike, concerted acts of workers or other industrial disturbances, national
defense requirement, governmental law, ordinance, rule or regulation, whether
valid or invalid, extraordinary failure of equipment or apparatus, inability to
obtain electricity or other type of energy, raw material, labor, equipment or
transportation or any similar or different contingency beyond its reasonable
control which would make performance commercially impracticable whether or not
the contingency is of the same class as those enumerated above, it being
expressly agreed that such enumeration shall be non-exclusive, provided,
however, that neither business downturn nor economic conditions shall qualify as
a contingency within the meaning of this Article 10.

      10.2 If, for any period, a contingency covered by Article 10.1 reduces or
fully interrupts the delivery of oxygen, nitrogen and/or argon from the
production facilities of the Air Separation Plant, Buyer and Seller shall have
no commitment under Article 2.1, and the prices set forth in Article 8.1 shall
be inapplicable to the extent of the reduction or interruption. In that event,
Seller shall use, reasonable efforts to deliver in accordance with Buyer's
demand any oxygen, nitrogen and argon which Seller has reasonably available for
Buyer from the Air Separation Plant and other locations, and Seller shall give
prompt notice within 12 hours to Buyer of the reduction or interruption. Buyer
shall accept and pay for any oxygen, nitrogen and argon so delivered before said
notice is given. Upon receiving said notice, Buyer shall advise Seller to
discontinue said deliveries or request that they be continued. Seller shall
continue said deliveries, if so requested, for as long as Seller, in its sole
discretion, deems that its own needs and contract commitments to others shall
permit. Buyer shall pay for any oxygen, nitrogen and argon delivered from other
locations pursuant to this Article 10.2 at the price for Supplemental Oxygen,
Supplemental Nitrogen and Argon plus any additional costs related to special
purchase, freight or handling.

ARTICLE 11 - HAZARDS/LIABILITY

      11.1 Buyer acknowledges that there are hazards associated with the use of
oxygen, nitrogen and argon. Buyer agrees that its personnel concerned with
oxygen, nitrogen and argon have been made aware of the hazards and assumes all
responsibility for the warning of its employees and independent contractors of
all known

                                       10
<PAGE>

hazards to persons and property in any way connected with oxygen, nitrogen and
argon. Buyer shall be responsible for complying with all relevant reporting
obligations under the Emergency Planning and Community Right-to-Know Act of
1986, 42 U.S.C. Sections 11001-11049 [EPCRA, also commonly known as Title III of
the Superfund Amendments and Reauthorization of 1986 (SARA Title III)] resulting
from the presence at Buyer's Plant of oxygen, nitrogen and argon supplied under
this Agreement. Buyer also assumes all responsibility for the suitability and
the results of using oxygen, nitrogen and argon alone or in combination with
other articles or substances and in any manufacturing, medical, or other process
or procedures. Neither Buyer nor Seller shall be liable under this Agreement for
any incidental, consequential, indirect, or special damages. Seller shall
provide documents to Buyer containing Seller's safety and health information
pertaining to oxygen, nitrogen and argon delivered hereunder, including Seller's
Material Safety Data Sheet(s) and Buyer shall incorporate such information into
Buyer's safety program.

      11.2 Each party hereby agrees to indemnify the other and hold the other
harmless from any actions, lawsuits, demands, claims, losses, expenses, costs,
including but not limited to legal fees, and damages, arising from the injury,
illness or death of their respective employees while engaged in any activities
connected with this Agreement, whether or not such injury, illness or death is
claimed to have been caused by or resulted from, or was in any way connected
with the negligence of the party to be indemnified. Neither party will be liable
to the other party for any loss of or damage to the other's property which may
occur because of the performance of this Agreement regardless of which party may
be negligent.

      11.3 Each party hereby waives any right of subrogation that such party,
any insurer of such party, or any other third party making a claim through such
party may have arising from this Agreement.

ARTICLE 12 - AIR SEPARATION PLANT SITE

      12.1 Buyer has furnished a mutually acceptable Air Separation Plant Site
to Seller, cleared, graded and free from any known toxic or hazardous materials
and underground or overhead obstructions, and to the best of Buyer's knowledge
having a load-bearing capacity of 2,500 pounds per square foot three feet below
grade, with provisions for drainage of surface and rain water, without any
charge to Seller.

      12.2 Buyer grants to Seller the unlimited right of access to the Air
Separation Plant Site for the term of this Agreement subject to Seller's
obligation not to in any manner interfere with Buyer's Plant operations. If
Buyer quits Buyer's Plant location, Buyer shall grant Seller the option to
purchase the Air Separation Plant Site at the fair market value.

      12.3 Buyer shall use reasonable efforts to prevent persons other than
Seller's representatives or Buyer's employees authorized by Seller from entering
the Air Separation Plant Site or altering, repairing or adjusting the Air
Separation Plant. Buyer

                                       11
<PAGE>

shall prohibit smoking and use of open flames by its employees within the area
of the Air Separation Plant Site.

      12.4 Buyer shall hold Seller harmless from and against liens and claims
against the Air Separation Plant due solely to its location on Buyer's premises.
Seller shall hold Buyer harmless from and against liens and claims due to
failure of Seller or its contractors to pay amounts owed to contractors and
subcontractors.

      12.5 If at any time during the term of this Agreement, Seller has need for
an Air Separation Plant Site larger than that originally provided under Article
12.1, and/or Seller wishes to extend its use of the Air Separation Plant Site,
Seller shall provide Buyer with written notice of such need. Buyer and Seller
shall then enter into good faith negotiations for Seller's increased needs for
site and utilities.

      12.6 Buyer shall notify Seller of any known hazards and safety procedures
at Buyer's Plant. In addition, Buyer shall notify Seller in advance of any
anticipated construction, renovation, or change in operations in the area of the
Air Separation Plant Site so that any hazards associated with same can be
minimized.

ARTICLE 13 - UTILITIES

      13.1(a) Buyer shall provide to Seller at the battery limits of the Air
Separation Plant the utilities specified below for Seller's use in operating the
Air Separation Plant up to the maximum quantities, at the delivery pressures,
temperatures and flow rates set forth below. Seller will issue a utility credit
to Buyer per Article 8.4.

<TABLE>
<CAPTION>
                            UTILITY                            MAXIMUM QUANTITY
                            -------                            ----------------
<S>                                                            <C>
Process Steam @100 psig and 530 degree F to 550 degree F        [****] lbs/hr

Service Water @ 45 to 55 psig                                   [****] gal/min

Natural Gas @ 80-100 psig                                       [****] cfh

Potable Water @ 30 psig                                         [****] gal/min

(Subject to public water supply pressure)
</TABLE>

The ranges (temperatures, flow rates and pressures) within which Buyer shall
provide the utilities under this Article 13.1(a) are average ranges and such
ranges may vary [****]% from the average during normal operations.

      13.1(b) To the extent Seller's ability to supply oxygen, nitrogen and
argon hereunder is affected by the lack of availability of utilities to be
supplied by Buyer as provided in this Article or by a variance from the average
range of pressures, temperatures and flow rates specified in Article 13.1(a),
Seller shall have no obligation to Buyer hereunder.

                                       12
<PAGE>

      13.2(a) In addition to the utilities specified in Article 13.1(a), Buyer
shall provide to Seller all electric energy for Seller's use in operating the
Air Separation Plant.

      13.3(a) Buyer shall furnish Seller's requirements (up to 34,000 kVA) of
3-phase, 60-cycle, 13,800 Volt electric energy needed to operate the Air
Separation Plant.

      13.3(b) Seller shall limit its short circuit kVA contribution to 100,000
kVA at Seller's 13.8 kV switchgear bus. Seller's 13.8 kV switchgear shall have a
minimum of 750,000 kVA interrupting capacity.

      13.3(c) Operating Conditions

            (i) Seller shall operate the Air Separation Plant to maintain an
overall connected load power factor greater than 95%.

            (ii) Seller shall obtain approval from Buyer before connecting any
new medium voltage motors, 2,400 volts and above.

            (iii) Seller shall limit motor size to 10,000 horsepower.

            (iv) Seller shall obtain permission from Buyer to start 10,000
horsepower motors, such permission shall not be unreasonably withheld. During
starting of a 10,000 horsepower motor, no other motor size 1,500 horsepower or
greater may be started.

            (v) Seller shall obtain approval from Buyer before connecting
significant additional MVA load, such approval shall not be unreasonably
withheld.

            (vi) If Buyer experiences difficulty maintaining voltage at Vine
Street Substation, Seller shall be asked to obtain approval from Buyer before
starting any motor size 1500 horsepower or greater.

      13.3(d) Load Shedding

      Seller shall comply with emergency notifications to immediately partially
or completely shut down the Air Separation Plant as directed by Buyer should one
of the two Vine Street Substation Transformers trip off line, or should the Vine
Street Substation Bus Voltage drop below 13.5 KV, due to a low utility voltage
condition, or should Buyer's electric energy supplier require an emergency
interruption of electricity. Compliance by Seller with any such emergency
notification shall be deemed to be a contingency under Article 10.

      13.3(e) Economic Load Shedding

      Buyer obtains a large part of its electric energy service under an
interruptible tariff. In a two plant operation of the Air Separation Plant (,
Seller will make one plant available for shutdown for economic reasons relating
to the application of the provisions of said interruptible tariff at the
direction of Buyer subject to the following limitations:

                                       13
<PAGE>

      (i) maximum [****] economic shutdowns per Month

      (ii) maximum [****] hours per economic shutdown

      (iii) maximum [****] economic shutdowns per calendar year

      (iv) minimum of [****] hour notification prior to required economic
shutdown.

Buyer shall pay Seller $[****] per hour for the duration of each economic
shutdown. The provisions of this Article 13.3(e) shall not apply to a single
plant operation of the Air Separation Plant (Article 8.), and, subject to the
provisions of Article 13.3(h), any shutdown under this Article 13(e) shall not
be deemed to be a contingency under Article 10.1 for purposes of Article 10.3.

      13.3(f) Buyer shall meter all 13.8 kV electric energy furnished to
Seller at the Vine Street Substation.

      13.3(g) In the event of a temporary failure of Buyer's primary source of
power, Buyer shall supply Seller's requirements (up to 100 kVA) of 3-phase,
60-cycle, 460-Volt electric power from an existing alternate source on an
emergency basis. Seller shall not use this temporary power in an emergency.

      13.3(h) lf Seller is required to shut down one or both of its plants
comprising the Air Separation Plant in accordance with provisions of Article
13.3(d), or one of its plants in accordance with provisions of Article 13.3(e),
any oxygen or nitrogen delivered to Buyer during any such shutdown in excess of
the remaining available production capacity of the Air Separation Plant shall be
deemed to be Supplemental Oxygen or Supplemental Nitrogen.

      13.4(a) Without limiting the generality of this Article, Buyer reserves
the right, upon verbal notice to Seller, to shut down the 13.8 kV power, the
460-Volt emergency power, any other utility or service provided by Buyer or all
or some of them at any time or times of Buyer's choosing; in doing so, Buyer
shall endeavor to inconvenience Seller as little as possible.

      13.4(b) Without limiting the generality of Subsection (a) of this Article,
Buyer reserves the right in an emergency, if possible upon verbal notice to
Seller, to shut down the 13.8 kV power, the 460-Volt emergency power energy, any
other utility or service provided by Buyer to Seller or all or some of them
power at anytime or times of Buyer's choosing.

      13.4(c) Upon Buyer's shutting down a utility or service pursuant to this
Article, Seller shall be relieved of its obligation to supply oxygen, nitrogen
and argon, under the terms of this Agreement to the extent that the loss of any
such utility or service shall prevent Seller from making delivery or shall cause
Seller to incur costs above those costs incurred when said utility or service
was provided.

                                       14
<PAGE>

ARTICLE 14 - ATMOSPHERIC CONTAMINANTS

      14.1 If for any reason, inlet air contaminants or other environmental
factors caused by Buyer create conditions which, in the demonstrated opinion of
Seller, or, if the parties can not agree, in the demonstrated opinion of a
mutually acceptable third party, affect safe or reliable operation of the Air
Separation Plant, or impose or result in additional maintenance, repair,
operational or replacement requirements for the Air Separation Plant, then
Buyer, upon receipt of written notice from Seller of the existence of such
factors, shall proceed in good faith either to (a) correct such condition by
removal or modification of contaminant source or (b) reimburse Seller for the
costs of additions or modifications to the Air Separation Plant or its
components reasonably necessary to alleviate such conditions for safe or
reliable operation or (c) reimburse Seller for increased Air Separation Plant
operational, maintenance, repair or replacement costs attributable to such
factors.

ARTICLE 15 - ENVIRONMENTAL CONDITIONS AND PERMITS

      15.1 Buyer warrants for the purpose of this Agreement and no other purpose
that there are no known toxic or hazardous materials or substances on, in or
under Seller's Air Separation Plant Site which would prevent or materially
increase the cost of the construction or operation of the Air Separation Plant
or which would cause injury or death to Seller's employees or any other persons
on or at the Air Separation Plant Site or which would cause damage or injury to
any adjoining property. Buyer shall indemnify and hold Seller harmless from and
against any and all claims, liabilities, costs (including reasonable attorneys'
fees), damages, penalties and fines resulting from any breach of the foregoing
statement or from any known toxic or hazardous materials now or hereafter in, on
or under the Air Separation Plant Site which did not occur or result directly
from Seller's performance pursuant to this Agreement.

      15.2 Buyer shall assist Seller in procuring all necessary permits relating
to the installation, operation, and maintenance of the Air Separation Plant and
the delivery of oxygen, nitrogen, and argon to Buyer's Plant and products
produced by the Air Separation Plant to Seller's other customers. Seller shall
pay the fees for such permits, but if, subsequent to the execution of this
Agreement, any new local, state or federal law, rule or regulation requires
modification to the Air Separation Plant or Air Separation Plant operations, or
any additional permits, licenses or rights are required, such cost shall be
borne equally by Buyer and Seller.

ARTICLE 16 - FAIR LABOR STANDARDS ACT

      16.1 Seller represents that products delivered to Buyer hereunder shall be
produced in compliance with the Fair Labor Standards Act of 1938, as amended.

ARTICLE 17 - ASSIGNMENT

      17.1 Any assignment of this Agreement by either party without the prior
written consent of the other party, which consent will not be unreasonably
delayed or withheld, will be void; provided, however, that Seller will have the
right without Buyers consent to

                                       15
<PAGE>

assign this Agreement to any affiliate of Seller, or any party obtaining all or
substantially all of the business assets of Seller; and provided further that
Buyer will have the right to assign this Agreement to an affiliate of Buyer upon
Buyer's demonstration, to the satisfaction of Seller, that such affiliate has,
and will likely maintain during the term of the Agreement, the financial
resources and operational capability to perform its obligations under this
Agreement. If Buyer sells or otherwise transfers or conveys all or substantially
all of the assets relating to the operations at Buyer's Location(s) during the
first four (4) years after First Delivery, Buyer will, as a condition precedent
to the closing of such sale, transfer or conveyance, require the purchaser or
transferee to assume all of the rights and obligations of Buyer under this
Agreement. This Agreement will inure to the benefit of, and be binding upon, the
respective heirs, representatives, successors, including any by way of merger or
consolidation, and permitted assigns of the parties.

ARTICLE 18 - APPLICABLE LAW

      18.1 This Agreement will be governed by the laws of the State of Ohio,
excluding Ohio conflict laws provisions.

      18.2 Each party irrevocably agrees that any legal action or proceeding
seeking the enforcement of interpretation of this Agreement shall be brought in
the courts of the state of Ohio in Cuyahoga County or Lorain County, Ohio, or of
the United States of America located in or for Cleveland Ohio. By its execution
of this Agreement, each party hereby irrevocably submits itself to the
jurisdiction of any such courts, and waives any objection it may now or
hereafter have to the placing of venue in any such courts and any right to
remove any such action or proceeding to another court.

ARTICLE 19 - DURATION OF AGREEMENT

      19.1 This Agreement shall be in effect from the date hereof until [****]
and shall continue in effect, thereafter unless terminated by either party upon
giving not less than twenty-four (24) Months prior written notice of such
termination to the other party.

      19.2 If Buyer permanently shuts down Buyer's steelmaking operations at
Buyer's Plant during any period set forth in the table below, Buyer may
terminate this Agreement by providing Seller not less than [****] prior written
notice of such termination and by paying Seller a Termination Fee, as liquidated
damages and not as a penalty, equal to the Termination Fee set forth in the
table below applicable to the period in which such termination becomes
effective, payable on or before the effective date of termination set forth in
such notice of termination.

<TABLE>
<CAPTION>
Period In Which Termination Becomes Effective                 Termination Fee
<S>                                                           <C>
[****]                                                            [****]

[****]                                                            [****]

[****]                                                            [****]
</TABLE>

                                       16
<PAGE>

<TABLE>
<S>                                                               <C>
[****]                                                            [****]

[****]                                                            [****]

[****]                                                            [****]

[****]                                                            [****]

[****]                                                            [****]

[****]                                                            [****]

[****]                                                            [****]

[****]                                                            [****]

[****]                                                            [****]

[****]                                                            [****]

[****]                                                            [****]
</TABLE>

      19.3 If Buyer wishes to terminate this Agreement for any reason other than
as provided in Article 19.2 during any period set forth in the table below,
Buyer may terminate this Agreement by providing Seller not less than one hundred
eighty (180) days prior written notice of such termination and by paying Seller
a Termination Fee, as liquidated damages and not as a penalty, equal to the
Termination Fee set forth in the table below applicable to the period in which
such termination becomes effective, payable on or before the effective date of
termination set forth in such notice of termination.

<TABLE>
<CAPTION>
Period In Which Termination Becomes Effective                  Termination Fee
<S>                                                            <C>
[****]                                                             [****]

[****]                                                             [****]

[****]                                                             [****]

[****]                                                             [****]

[****]                                                             [****]

[****]                                                             [****]

[****]                                                             [****]
</TABLE>

                                       17
<PAGE>

<TABLE>
<S>                                                                <C>
[****]                                                             [****]

[****]                                                             [****]

[****]                                                             [****]

[****]                                                             [****]
</TABLE>

      19.4 Seller's right to liquidated damages under Articles 19.2 and 19.3
shall be conditioned upon Seller not being in material and unremediated breach
of its obligations hereunder.

ARTICLE 20 - WAIVER

      20.1 A waiver of any of the terms or conditions hereof shall not be deemed
a continuing waiver, but shall apply solely to the instance to which the waiver
is directed.

ARTICLE 21 - DISPUTE RESOLUTION

      21.1 In the event that a party to this Agreement has reasonable grounds to
believe that the other party hereto has failed to fulfill any obligation
hereunder, or, that its expectation of receiving due performance under this
Agreement may be impaired, such party shall promptly notify the other party in
writing of the substance of its belief. The party receiving such notice must
respond in writing within thirty (30) days of receipt of such notice and either
provide evidence of cure of the condition specified, or provide an explanation
of why it believes that its performance is in accordance with the terms and
conditions of this Agreement, and also specify three (3) dates, all of which
must be within thirty (30) days from the date of its response, for a meeting to
resolve the dispute. The claiming party shall then select one (1) of the three
(3) dates, and a dispute resolution meeting shall be held. If the parties
cannot, in good faith discussions, resolve their dispute, they shall be free to
pursue the remedies allowed under the law without prejudice.

ARTICLE 22 - HEADINGS

      22.1 Any headings contained in this Agreement are used only as a matter of
convenience and reference and are in no way intended to define, limit, expand or
describe the scope of this Agreement.

ARTICLE 23 - NOTICES

      23.1 All notices, requests, demands, invoices, and other communications
under this Agreement shall be in writing and shall be deemed to have been duly
given on the date of service if served personally on the party to whom notice is
to be given, or on the second Day after mailing if mailed to the party to whom
notice is to be given, by first class mail postage prepaid, and properly
addressed as follows:

                                       18
<PAGE>

      Seller.                           Praxair, Inc.
                                        39 Old Ridgebury Road
                                        Danbury CT 06810
                                               Attention: Vice President,
                                               North American Industrial Gases

      Buyer.                            Republic Engineered Steel, LLC
                                        3770 Embassy Parkway
                                        Akron Ohio 44333-8367
                                               Attention: Commodity Manager
                                               Industrial Gases

      Either party may change its address for purposes of this paragraph by
giving the other party notice of its new address in the manner set forth above.

ARTICLE 24 - CONFIDENTIALITY

      24.1 The terms and conditions of this Agreement shall be considered
confidential, and each party shall use all reasonable efforts to ensure that
such terms and conditions are not disclosed to any third parties, except as may
be required by law.

ARTICLE 25 - ENTIRE AGREEMENT

      25.1 The entire agreement is contained herein. There are no other
promises, representations or warranties affecting this Agreement, and any other
or different terms and conditions appearing in any purchase orders issued or
accepted hereunder shall be deemed null and void. Neither of the parties shall
be bound by any terms, conditions, decisions, definitions, warranties or
representations with respect to the subject matter hereof other than as
expressly provided herein, or as duly set forth on or subsequent to the date
hereof in writing duly signed by the parties to be bound thereby.

ARTICLE 26 - SEVERABILITY

      26.1 The invalidity or unenforceability of any particular provision of
this Agreement shall not affect the other provisions hereof and the parties
agree to replace the invalid or unenforceable provision by a valid and
enforceable provision which achieves as closely as possible the purpose intended
by the invalid or unenforceable provision (as evidenced by the wording contained
herein).

          IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first above written.

REPUBLIC ENGINEERED PRODUCTS LLC.                  PRAXAIR, INC.
                                                   Submitted by: Linda Moore

Accepted by: /s/ JT Kuntz                          Accepted by: /s/ T.F. Trumpp
            ----------------------                              ----------------
Name: JT Kuntz                                     Name: Ted Trumpp

                                       19
<PAGE>

              (printed)                                         (printed)

Title: Vice President                              Title: Vice President

Date: 9-20-02                                      Date: 10/15/02

                                       20
<PAGE>

                                   EXHIBIT A

[****]

<PAGE>

                           LEASE AGREEMENT - EXHIBIT A

[****]