<PAGE>   1
EXHIBIT 10.41
-------------

                                 AMENDMENT NO. 3
                                       TO
                           REVOLVING CREDIT AGREEMENT

         This Amendment (this "AMENDMENT") dated as of July 17, 2000, among (a)
Republic Technologies International, LLC, a Delaware limited liability company
(the "BORROWER"), (b) the Guarantors (as defined in the Credit Agreement, as
defined herein), (c) Fleet National Bank (f/k/a BankBoston, N.A. and referred to
herein as "FLEET"), Bank of America, N.A. ("B OF A"), The Chase Manhattan Bank
("CHASE") and the other Banks party hereto, (d) B of A as Syndication Agent,
Co-book manager, and Co-Agent, (e) Chase as Documentation Agent, Co-Book Manager
and Co-Agent and (f) Fleet as administrative agent for the Banks (as such, the
"AGENT") amends the Revolving Credit Agreement dated as of August 13, 1999 (as
amended, the "CREDIT AGREEMENT"), among the Borrower, the Guarantors, the Banks,
the Syndication Agent, the Documentation Agent, the Co-Book Managers, the
Co-Agents and the Agent. Terms not otherwise defined herein which are defined in
the Credit Agreement shall have the respective meanings herein assigned to such
terms in the Credit Agreement.

         WHEREAS, the Borrower and the Guarantors have requested that the Agent,
the other Co-Agents and the Super-Majority Banks agree to amend the terms of the
Credit Agreement, such amendments to include, without limitation, amendments to
permit the New Subordinated Indebtedness (as defined below) to replace the
Commitments under the Credit Agreement in the aggregate amount of $30,000,000;
and

         WHEREAS, the Agent, the other Co-Agents and the Super-Majority Banks
are willing to amend the terms of the Credit Agreement as hereinafter more fully
set forth, upon the terms and subject to the conditions contained herein;

         NOW, THEREFORE, in consideration of the mutual agreements contained in
the Credit Agreement, herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

         SECTION 1.  AMENDMENTS TO THE CREDIT AGREEMENT

         SECTION 1.1 AMENDMENTS TO SECTION 1.1 OF THE CREDIT AGREEMENT. Section
1.1 of the Credit Agreement is hereby amended as follows:

         (a) The definition of "Applicable Margin" is hereby amended and
restated as follows:

                           "APPLICABLE MARGIN. On any date, Applicable Margin
                  shall be the applicable margin set forth below with respect to
                  the Borrower's Excess Availability on such date:

<TABLE>
<CAPTION>
                  -------------------------------- ----------------- ------------------------ ---------------------
                                                                                                Letter of Credit
                                                       Base Rate         Eurodollar Rate              Fee
                                                      Applicable           Applicable              Applicable
                        Excess Availability             Margin               Margin                  Margin
                  -------------------------------- ----------------- ------------------------ ---------------------
<S>                                                <C>               <C>                      <C>

</TABLE>


<PAGE>   2
                                      -2-

<TABLE>
<S>                                                <C>               <C>                      <C>
                  -------------------------------- ----------------- ------------------------ ---------------------
                  Excess Availability is greater         1.25%                3.25%                  3.25%
                  than or equal to $45,000,000
                  -------------------------------- ----------------- ------------------------ ---------------------
                  Excess Availability is less
                  than $45,000,000                       1.50%                3.50%                  3.50%"
                  -------------------------------- ----------------- ------------------------ ---------------------
</TABLE>

         (b)      The definition of "Availability Block" is hereby amended and
                  restated as follows:

                           "AVAILABILITY BLOCK. $15,000,000 until such time as
                  the Borrower receives aggregate Net Cash Proceeds from the New
                  Subordinated Indebtedness in an aggregate amount of not less
                  than $30,000,000, and $0 upon and after such time as the
                  Borrower receives aggregate Net Cash Proceeds from the New
                  Subordinated Indebtedness in an amount of not less than
                  $30,000,000."

         (c)      The definition of "Availability Block Cap" is hereby deleted
                  from the Credit Agreement.

         (d)      The definition of "Borrowing Base" is hereby amended by
                  restating clause (c) of such definition in its entirety as
                  follows:

                                    "(c) 48.9% of Eligible Fixed Assets;
                           PROVIDED, that in no event shall the amount of the
                           Borrowing Base allocable to Eligible Fixed Assets
                           exceed the Eligible Fixed Asset Cap; MINUS"

         (e)      The following new definition is hereby inserted in Section 1.1
                  of the Credit Agreement in the appropriate alphabetical order:

                           "BUSINESS PLAN. The business plan delivered to the
                  Banks entitled "Republic Technologies International, Inc.
                  [sic] Liquidity Enhancement Proposal" dated June 2000 as
                  updated on July 13, 2000."

         (f)      The following new definition is hereby inserted in Section 1.1
                  of the Credit Agreement in the appropriate alphabetical order:

                           "CANTON MOLDS PROJECT. The construction of the large
                  bloom molds at the Canton Cast Roll Facility."

         (g)      The following new definition is hereby inserted in Section 1.1
                  of the Credit Agreement in the appropriate alphabetical order:

                           "COLD FINISHED PROJECT. The construction of the cold
                  finished coil to bar line in Michigan."

         (h)      The definition of "Consolidated Earnings Before Interest,
                  Taxes, Depreciation and Amortization or EBITDA" is hereby
                  amended and restated in its entirety as follows:

                           "CONSOLIDATED EARNINGS BEFORE INTEREST, TAXES,
                  DEPRECIATION AND AMORTIZATION OR EBITDA. With respect to the
                  Borrower and its Subsidiaries for any period, the Consolidated
                  Net Income of the Borrower and its Subsidiaries for such
                  period, after all expenses and other proper charges, PLUS,
                  without duplication and to the extent deducted



<PAGE>   3
                                      -3-

                  from the calculation of Consolidated Net Income for such
                  period (a) payment or provision for any income and other taxes
                  based on income for such period, (b) interest expense for such
                  period, (c) depreciation and amortization for such period, (d)
                  pension curtailment and severance expenses and other pension
                  and post-retirement benefit expenses, (e) professional fees
                  related to the Third Amendment, the Subordinated Loan
                  Documents and all transactions contemplated thereby (including
                  the transactions described in the closing conditions thereto)
                  and (f) losses from the sale of non-operating assets permitted
                  under the Credit Agreement, MINUS without duplication and to
                  the extent included in the calculation of Consolidated Net
                  Income for such period gains from the sale of non-operating
                  losses permitted under the Credit Agreement, in each case
                  determined on a consolidated basis for the Borrower and its
                  Subsidiaries in accordance with generally accepted accounting
                  principles."

         (i)      The definition of "Eligible Fixed Asset Cap" is hereby amended
                  and restated in its entirety as follows:

                           "ELIGIBLE FIXED ASSET CAP. With respect to any
                  period, the amount set forth below opposite such period,
                  PROVIDED, HOWEVER that (a) the Eligible Fixed Asset Cap may be
                  permanently reduced to $0 as provided in Sections 2.11,
                  3.2(b), 9.1(q) of the Credit Agreement or otherwise pursuant
                  to the terms of the Credit Agreement and (b) the Eligible
                  Fixed Asset Cap may be permanently reduced during one of the
                  periods set forth below by such amounts as are provided in
                  Section 3.2(b) of the Credit Agreement, in which case the
                  amount set forth below opposite such period and each other
                  amount set forth below opposite each subsequent period shall
                  be reduced by an amount equal to such reduction.

<TABLE>
<S>                                                                       <C>
               ----------------------------------------------------------- -------------------------
               PERIOD:                                                     ELIGIBLE FIXED
                                                                           ASSET CAP:
               ----------------------------------------------------------- -------------------------
               August 13, 1999 - Third Amendment Effective Date            $125,000,000
               ----------------------------------------------------------- -------------------------
               Third Amendment Effective Date - December 31, 2001          $92,000,000
               ----------------------------------------------------------- -------------------------
               January 1, 2002 - March 31, 2002                            $84,500,000
               ----------------------------------------------------------- -------------------------
               April 1, 2002 - June 30, 2002                               $75,000,000
               ----------------------------------------------------------- -------------------------
               July 1, 2002 - September 30, 2002                           $67,500,000
               ----------------------------------------------------------- -------------------------
               October 1, 2002 - December 31, 2002                         $60,000,000
               ----------------------------------------------------------- -------------------------
               January 1, 2003 - March 31, 2003                            $52,500,000
               ----------------------------------------------------------- -------------------------
               April 1, 2003 - June 30, 2003                               $45,000,000
               ----------------------------------------------------------- -------------------------
               July 1, 2003 - September 30, 2003                           $37,500,000
               ----------------------------------------------------------- -------------------------
               October 1, 2003 - December 31, 2003                         $30,000,000
               ----------------------------------------------------------- -------------------------
               January 1, 2004 - March 31, 2004                            $22,500,000
               ----------------------------------------------------------- -------------------------
               April 1, 2004 - June 30, 2004                               $15,000,000
               ----------------------------------------------------------- -------------------------
               July 1, 2004 - Maturity Date                                $7,500,000
               ----------------------------------------------------------- -------------------------
</TABLE>

                  No reduction of the Eligible Fixed Asset Cap pursuant to this
                  definition or otherwise may be reinstated.

         (j)      The following new definition is hereby inserted in Section 1.1
                  of the Credit Agreement in the appropriate alphabetical order:

<PAGE>   4
                                      -4-

                           "THE 4-STAND PROJECT. The construction of the Lorain
                  plant 4 stand mill and Lorain plant large bar
                  finishing/inspection equipment."

         (k)      The definition of "Net Cash Proceeds" in the Section 1.1 of
                  the Credit Agreement is hereby amended by inserting the words
                  ", any incurrence of New Permitted Off-Balance Sheet
                  Financing" after the words "any issuance of equity" therein.

         (l)      The following definition of "Net Capital Expenditures" is
                  hereby inserted into Section 1.1 of the Credit Agreement in
                  the appropriate alphabetical order:

                           "NET CAPITAL EXPENDITURES. Capital Expenditures that
                  are not made from the proceeds of Indebtedness permitted by
                  Section 9.1 or from the proceeds New Permitted Off-Balance
                  Sheet Financing."

         (m)      The following new definition is hereby inserted in Section 1.1
                  of the Credit Agreement in the appropriate alphabetical order:

                           "NEW BAR MILL PROJECT. The construction of the
                  greenfield bar rolling mill in Canton, Ohio or another
                  location determined by the Borrower."

         (n)      The following definition of "New Permitted Off-Balance Sheet
                  Financing" is hereby inserted into Section 1.1 of the Credit
                  Agreement in the appropriate alphabetical order:

                           "NEW PERMITTED OFF-BALANCE SHEET FINANCING. Rental
                  Obligations or any other obligation incurred by the Borrower
                  or any of the Guarantors pursuant to any operating lease
                  (whether or not after the sale of the assets subject to such
                  lease) and other similar "off-balance sheet" financing the Net
                  Cash Proceeds of which are immediately invested in a Permitted
                  Project, PROVIDED, HOWEVER, that (a) prior to the incurrence
                  of any New Permitted Off-Balance Sheet Financing for the New
                  Bar Mill Project, the Co-Agents shall have received a report
                  in form and substance satisfactory to the Co-Agents from Hatch
                  Engineering or such other consultant as is satisfactory to the
                  Co-Agents (PROVIDED that any such report shall be made at the
                  Borrower's expense) confirming the viability of the New Bar
                  Mill Project, (b) any such New Permitted Off-Balance Sheet
                  Financing shall be subject to an intercreditor agreement in
                  form and substance satisfactory to the Co-Agents and (c) the
                  aggregate net present value of the Rental Obligations (using
                  the discount rate implicit in the applicable lease) and other
                  obligations represented by any New Permitted Off-Balance Sheet
                  Financing in connection with any Permitted Project shall not
                  at any time exceed the amounts set forth below opposite such
                  Permitted Project:

<TABLE>
<CAPTION>
                           -------------------------------------------- ------------------------------------
                           PROJECT                                      MAXIMUM CUMULATIVE NEW
                                                                        PERMITTED OFF-BALANCE
                                                                        SHEET FINANCING
                           -------------------------------------------- ------------------------------------
<S>                                                                     <C>
                           4-Stand Project                                  $  50,600,000
                           -------------------------------------------- ------------------------------------
                           Canton Molds Project                             $   5,900,000
                           -------------------------------------------- ------------------------------------
                           New Bar Mill Project                              $110,000,000
                           -------------------------------------------- ------------------------------------
                           Cold Finished Project                            $   9,500,000"
                           -------------------------------------------- ------------------------------------
</TABLE>

         (o)      The following new definition is hereby inserted in Section 1.1
                  of the Credit Agreement in the appropriate alphabetical order:
<PAGE>   5

                                      -5-

                           "NEW SUBORDINATED INDEBTEDNESS. Indebtedness incurred
                  pursuant to the Subordinated Loan Documents, and subject to
                  subordination provisions satisfactory to the Co-Agents, and
                  otherwise to contain terms not in conflict with the provisions
                  of the Loan Documents after giving effect to the Third
                  Amendment, and secured only by a silent subordinated lien on
                  the Canton Cast Roll Facility pursuant to the Subordinated
                  Mortgage, to the extent permitted by other applicable
                  agreements and subject to documentation satisfactory to the
                  Co-Agents."

         (p)      The following new definition is hereby inserted in Section 1.1
                  of the Credit Agreement in the appropriate alphabetical order:

                           "PERMITTED PROJECTS. The 4-Stand Project, the Canton
                  Molds Project, the New Bar Mill Project and the Cold Finished
                  Project."

         (q)      The following new definitions are hereby inserted in Section
                  1.1 of the Credit Agreement in the appropriate alphabetical
                  order:

                           "SUBORDINATED CREDIT AGREEMENT" The Subordinated
                  Credit Agreement, dated as of July 17, 2000, among the
                  Borrower, the lenders party thereto and the agent party
                  thereto in the form delivered to the Co-Agents on the Third
                  Amendment Effective Date and as thereafter amended or modified
                  in a manner satisfactory to the Co-Agents."

                           "SUBORDINATED MORTGAGE" The Open-End Mortgage,
                  Security Agreement, Assignment of Rents, Income and Proceeds
                  pursuant to which the Borrower grants to the holders of the
                  New Subordinated Indebtedness a silent subordinated lien on
                  the Canton Cast Roll Facility in the form delivered to the
                  Co-Agents on the Third Amendment Effective Date and as
                  thereafter amended or modified in a manner satisfactory to the
                  Co-Agents."

                           "SUBORDINATED LOAN DOCUMENTS." The Subordinated
                  Credit Agreement and related "Notes", "Guaranty" and
                  "Collateral Documents" (each as defined in the Subordinated
                  Credit Agreement), pursuant to which the New Subordinated
                  Indebtedness is issued and including, without limitation, the
                  Subordinated Mortgage securing the New Subordinated
                  Indebtedness, each in the form delivered to the Co-Agents on
                  the Third Amendment Effective Date and as thereafter amended
                  or modified in a manner satisfactory to the Co-Agents."

         (r)      The following new definitions are hereby inserted in Section
                  1.1 of the Credit Agreement in the appropriate alphabetical
                  order:

                           "THIRD AMENDMENT. The Amendment No. 3 to Revolving
                  Credit Agreement, dated as of the Third Amendment Effective
                  Date, among the Borrower, the Guarantors, the Administrative
                  Agent, the Co-Agents, the Banks party thereto and the other
                  parties thereto."

                           "THIRD AMENDMENT EFFECTIVE DATE. The date on which
                  the Third Amendment becomes effective."

         (s)      The definition of "Total Commitment" is hereby amended and
                  restated in its entirety as follows:

<PAGE>   6
                                      -6-

                           "TOTAL COMMITMENT. The sum of the Commitments of the
                  Banks, as in effect from time to time. The Total Commitment as
                  of the Effective Date is $425,000,000. The Total Commitment
                  shall be automatically reduced to $395,000,000 on the Third
                  Amendment Effective Date, and shall be further automatically
                  reduced by the following amounts on the following date, in
                  each case without any further action by the Borrower, the
                  Administrative Agent, any Bank or any other Person:

<TABLE>
<CAPTION>
                           -------------------------------------------- ------------------------------------
                           DATE                                         REDUCTION
                           -------------------------------------------- ------------------------------------
<S>                                                                     <C>
                           April 1, 2001                                $20,000,000
                           -------------------------------------------- ------------------------------------
                           October 1, 2001                              $25,000,000
                           -------------------------------------------- ------------------------------------
                           January 1, 2002                              $25,000,000
                           -------------------------------------------- ------------------------------------
</TABLE>

                  Each reduction in the Total Commitment described in this
                  definition shall result in a simultaneous pro rata reduction
                  in the Commitments of the Banks in accordance with their
                  respective Commitment Percentages in an amount equal to such
                  reduction in the Total Commitment. Upon the effective date of
                  any such reduction or termination, the Borrower shall pay to
                  the Agent for the respective accounts of the Banks the full
                  amount of any commitment fee then accrued on the amount of the
                  reduction. To the extent that any reduction in the Total
                  Commitment shall result in the sum of the outstanding amount
                  of the Revolving Credit Loans, the Maximum Drawing Amount and
                  all Unpaid Reimbursement Obligations being greater than the
                  Availability, the Borrower shall repay such excess in
                  accordance with Section 3.2(a) hereof."

         SECTION 1.2 NEW SECTION 2.11 OF THE CREDIT AGREEMENT. The following new
Section 2.11 is hereby inserted in the Credit Agreement after Section 2.10
thereof:

                  "SECTION 2.11. REDUCTION OF ELIGIBLE FIXED ASSET CAP. The
         Borrower shall have the right at any time upon three (3) Business Days'
         prior written notice to the Agent to reduce the Eligible Fixed Asset
         Cap to $0 if, after giving effect to such reduction, the sum of the
         Revolving Credit Loans, the Maximum Drawing Amount and all Unpaid
         Reimbursement Obligations does not exceed the Borrowing Base EXCLUDING
         the lesser of 48.9% Eligible Fixed Assets and the Eligible Fixed Asset
         Cap immediately prior to such reduction. Upon the reduction of the
         Eligible Fixed Asset Cap to $0 pursuant to this Section 2.11 or
         pursuant to Section 3.2, Section 9.1(q) or otherwise pursuant to the
         terms of this Credit Agreement:

                           (a) The Total Commitment shall be immediately and
                  automatically reduced by an amount equal to the greater of (i)
                  $100,000,000 and (ii) 90% of the sum of (A) Net Cash Proceeds
                  from the sale of the Canton Cast-Roll Facility or any
                  substantial portion thereof PLUS (B) the amount of any Canton
                  Indebtedness; and

                           (b) The Agent shall release its security interest in
                  the Canton Cast-Roll Facility, and the Banks and the Co-Agent
                  shall, without any further action on their part, be deemed to
                  have consented to such release.

         SECTION 1.3 AMENDMENT TO SECTION 8 OF THE CREDIT AGREEMENT. The
following new Sections 8.16 and 8.17 are hereby inserted into the Credit
Agreement after Section 8.15 thereof:

                  "SECTION 8.16. FINANCING OF 4-STAND PROJECT. The Borrower
         shall deliver to the Co-Agents on or before September 30, 2000 either
         (a) a written commitment from a third party to provide New


<PAGE>   7
                                      -7-


         Permitted Off-Balance Sheet Financing for the construction of the
         4-Stand Project or (b) a written commitment reasonably satisfactory to
         the Co-Agents from a third party relating to the financing of a project
         which would accomplish similar operating objectives and financial
         returns as the 4-Stand Project by alternative means together with a
         report in form and substance satisfactory to the Co-Agents from Hatch
         Engineering or such other consultant as is satisfactory to the
         Co-Agents regarding the effect on EBITDA of such proposal. The
         commitments required pursuant to this Section 8.16 shall be from a
         funding source capable, in the reasonable opinion of the Co-Agents, to
         provide the requisite funding, and shall otherwise be consistent with
         the Borrower's construction plan and shall in all other respects be in
         form and substance satisfactory to the Co-Agents."

                  "SECTION 8.17. ACTUARIAL REPORTS. The Borrower shall provide
         to the Co-Agents on or before August 15, 2000 actuarial reports
         estimating the PBGC "minimum" funding required for 2000, 2001 and 2002,
         which amounts shall be reasonably satisfactory to the Co-Agents."

         SECTION 1.4  AMENDMENTS TO SECTION 9.1 OF THE CREDIT AGREEMENT.

                  (a) Section 9.1(f) of the Credit Agreement is hereby amended
         by adding the words "not consisting of New Permitted Off-Balance Sheet
         Financing" after the words "Indebtedness of the Borrower and its
         Subsidiaries consisting of Rental Obligations under operating leases",
         and by substituting the amount $20,000,000 for the amount "$36,000,000"
         therein.

                  (b) Section 9.1 of the Credit Agreement is hereby amended by
         deleting the word "and" at the end of clause (s) of Section 9.1,
         replacing the period at the end of clause (t) of Section 9.1 with a
         semi-colon and inserting the following new clauses (u) and (v) after
         clause (t) thereof

                           (u) Indebtedness consisting of New Permitted
                  Off-Balance Sheet Financing; and

                           (v) Indebtedness consisting of New Subordinated
                  Indebtedness in the aggregate principal amount not to exceed
                  $30,000,000, plus accrued interest thereon.

         SECTION 1.5  AMENDMENT TO SECTION 9.2 OF THE CREDIT AGREEMENT.

                  (a) Section 9.2 of the Credit Agreement is hereby amended by
         deleting the word "and" at the end of clause (xvii) of Section 9.2,
         replacing the period at the end of clause (xviii) of Section 9.2 with a
         semi-colon and by inserting the following new clauses (xix) and (xx)
         after clause (xviii) thereof

                           "(xix) Liens on assets acquired or constructed
                  entirely from the Net Cash Proceeds of any New Permitted
                  Off-Balance Sheet Financing securing such New Permitted
                  Off-Balance Sheet Financing, PROVIDED, that if any such liens
                  cover property on which any Collateral is located, the holders
                  of such liens shall, if reasonably requested by the Agent,
                  have entered into an intercreditor agreement with the Agent to
                  protect the Agent's remaining Collateral, such intercreditor
                  agreement to be in form and substance reasonably satisfactory
                  to the Co-Agents; and

                           (x) Liens on the Canton Cast-Roll Facility securing
                  the New Subordinated Indebtedness subordinate to the liens of
                  the Banks and the Agent thereon pursuant to the Subordinated
                  Mortgage and otherwise on terms and conditions satisfactory to
                  the Co-Agents."




<PAGE>   8
                                      -8-


         SECTION 1.6 AMENDMENT TO SECTION 9.4 OF THE CREDIT AGREEMENT. Clause
(f) of Section 9.4 of the Credit Agreement is hereby amended by inserting the
following text immediately prior to the final semi-colon of such clause:

                  "and PROVIDED, FURTHER, that no such Distributions shall be
         paid during the period beginning on June 30, 2000 and ending on July 1,
         2002."

         SECTION 1.7 AMENDMENT TO SECTION 9.6 OF THE CREDIT AGREEMENT. Section
9.6 of the Credit Agreement is hereby amended by replacing the text "and (v)"
with the text ", (v)" and by inserting the following new text after clause (v)
thereof:

                  "and (vi) the disposition of assets acquired or constructed in
         connection with a Permitted Project in order then or immediately
         thereafter to lease such assets pursuant to a New Permitted Off-Balance
         Sheet Financing"

         SECTION 1.8 AMENDMENTS TO SECTION 10 OF THE CREDIT AGREEMENT. Sections
10.1 and 10.2 of the Credit Agreement are hereby replaced in their entirety with
the following new Sections 10.1, 10.2 and 10.3:

                  "SECTION 10.1 MAXIMUM NET CAPITAL EXPENDITURES. The Borrower
         will not make, or permit any Subsidiary of the Borrower to make, Net
         Capital Expenditures during any of the periods set forth below that
         exceed, in the aggregate for the Borrower and its Subsidiaries, the
         amounts set forth below opposite such periods, PROVIDED, however, that
         if, at the end of any of the periods listed below, the amount of Net
         Capital Expenditures permitted for such period is not fully utilized,
         the lesser of (i) 25% of maximum Net Capital Expenditures for such
         period as set forth below and (ii) the difference between such maximum
         Net Capital Expenditures and actual Net Capital Expenditures for such
         fiscal period may be carried over and utilized in any succeeding period
         listed below, PROVIDED FURTHER, that if, at the end of Fiscal Year 2001
         or any subsequent period listed below, the amount of Net Capital
         Expenditures permitted for such period is not fully utilized and EBITDA
         for such period is equal to or greater than 90% of projected EBITDA for
         such period as set forth in the Business Plan, the lesser of (i) 50% of
         maximum Net Capital Expenditures for such period and (ii) the
         difference between maximum Net Capital Expenditures and actual Net
         Capital Expenditures for such fiscal period may be carried over and
         utilized in the any succeeding period listed below:

<TABLE>
<CAPTION>
                           -------------------------------------------- ------------------------------------
                           FISCAL YEAR                                  MAXIMUM NET CAPITAL EXPENDITURES
                           -------------------------------------------- ------------------------------------
<S>                                                                     <C>
                           2000                                         $19,000,000
                           -------------------------------------------- ------------------------------------
                           2001                                         $24,000,000
                           -------------------------------------------- ------------------------------------
                           2002                                         $27,000,000
                           -------------------------------------------- ------------------------------------
                           2003                                         $33,500,000
                           -------------------------------------------- ------------------------------------
                           2004                                         $23,000,000
                           -------------------------------------------- ------------------------------------
</TABLE>

                  SECTION 10.2 MINIMUM EBITDA.

                           SECTION 10.2.1. MINIMUM QUARTERLY EBITDA. The
                  Borrower will not cause or permit EBITDA for any period of one
                  fiscal quarter ending during a month set forth below to be
                  less than the amount set forth below opposite such month:



<PAGE>   9

                                      -9-

<TABLE>
<CAPTION>

                           -------------------------------------------- ------------------------------------
                           FISCAL QUARTER PERIOD ENDING                 MINIMUM EBITDA
                           -------------------------------------------- ------------------------------------
<S>                                                                    <C>
                           September, 2000                              $17,338,000
                           -------------------------------------------- ------------------------------------
                           December, 2000                               $29,071,000
                           -------------------------------------------- ------------------------------------
                           March, 2001                                  $30,234,000
                           -------------------------------------------- ------------------------------------
</TABLE>

                          SECTION 10.2.2. MINIMUM TRAILING 12-MONTH EBITDA. The
                  Borrower will not cause or permit EBITDA for any period of
                  twelve consecutive fiscal months ending during a month set
                  forth below to be less than the amount set forth below
                  opposite such month:

<TABLE>
<CAPTION>
                           -------------------------------------------- ------------------------------------
                           FISCAL QUARTER ENDING:                       MINIMUM TRAILING 12-MONTH EBITDA
                           -------------------------------------------- ------------------------------------
<S>                                                                     <C>
                           June, 2001                                   $119,609,000
                           -------------------------------------------- ------------------------------------
                           September 2001                               $136,763,000
                           -------------------------------------------- ------------------------------------
                           December 2001                                $136,842,000
                           -------------------------------------------- ------------------------------------
                           March 2002                                   $149,389,000
                           -------------------------------------------- ------------------------------------
                           June 2002                                    $160,050,000
                           -------------------------------------------- ------------------------------------
                           September 2002                               $167,751,000
                           -------------------------------------------- ------------------------------------
                           December 2002                                $175,333,000
                           -------------------------------------------- ------------------------------------
                           March 2003                                   $181,660,000
                           -------------------------------------------- ------------------------------------
                           June 2003                                    $189,020,000
                           -------------------------------------------- ------------------------------------
                           September 2003                               $197,329,000
                           -------------------------------------------- ------------------------------------
                           December 2003                                $205,614,000
                           -------------------------------------------- ------------------------------------
                           March 2004                                   $215,317,000
                           -------------------------------------------- ------------------------------------
                           June 2004                                    $224,454,000
                           -------------------------------------------- ------------------------------------

</TABLE>

                  SECTION 10.3 MINIMUM LIQUIDITY. The Borrower will not at any
         time permit the sum of (a) (i)Availability LESS (ii) the sum of the
         outstanding amount of the Revolving Credit Loans (after giving effect
         to all amounts requested) PLUS the Maximum Drawing Amount and all
         Unpaid Reimbursement Obligations, PLUS (b) the Net Cash Proceeds from
         the permitted sale or other disposition of assets constituting
         Collateral where such Net Cash Proceeds are deposited in a Swept
         Account, PLUS (c) in the sole and absolute discretion of the Co-Agents,
         firmly committed new cash investments and/or deferrals of otherwise
         required payments having terms and conditions and occurring in a time
         frame satisfactory to the Co-Agents, to be less than $3,000,000."

         SECTION 1.9 AMENDMENT TO SECTION 13.1 OF THE CREDIT AGREEMENT. Section
13.1 of the Credit Agreement is hereby amended by inserting the following new
clause (s) after clause (r) thereof:

                  "(s) the Borrower shall not have received on or before the day
         that is 14 days after the Third Amendment Effective Date aggregate Net
         Cash Proceeds from the New Subordinated Indebtedness in amount of not
         less than $30,000,000."

         SECTION 2. FEES. The Borrower hereby agrees to pay the following fees,
each of such fees to constitute "Obligations" under the Credit Agreement:

         (a) AMENDMENT FEE 1. The Borrower hereby agrees to pay to the Agent,
for the account of each Bank that executes this Amendment, a fee of $3,950,000
(such fee referred to herein as "AMENDMENT

<PAGE>   10
                                      -10-


FEE 1"), such Amendment Fee 1 to be fully earned and payable on the Third
Amendment Effective Date and to be shared PRO RATA by the Banks party to this
Amendment in accordance with their Commitments.

         (b) AMENDMENT FEE 2. The Borrower hereby agrees to pay to the Agent,
for the account of each Bank that executes this Amendment, a fee of $1,975,000
(such fee referred to herein as "AMENDMENT FEE 2"), such Amendment Fee 2 to be
fully earned on the Third Amendment Effective Date and to be shared PRO RATA by
the Banks party to this Amendment in accordance with their Commitments. A
portion of Amendment Fee 2 equal to $987,500 shall be payable on October 1, 2001
and the remaining portion of Amendment Fee 2 shall be payable on March 31, 2002.
If on any date on or prior to September 30, 2001 the Eligible Fixed Asset Cap is
reduced to $0 in accordance with Section 2.11 of the Credit Agreement, Amendment
Fee 2 shall be forgiven on such date.

         (c) STRUCTURING FEE. The Borrower hereby agrees to pay to the Agent,
for the account of the Co-Agents, a fee of $531,250 (such amount referred to
herein as the "STRUCTURING FEE"), such Structuring Fee to be fully earned on the
Third Amendment Effective Date and to be shared equally by the Co-Agents. A
portion of the Structuring Fee equal to $265,625 shall be payable on the Third
Amendment Effective Date and the remaining portion of the Structuring Fee shall
be payable on March 31, 2002.

         SECTION 3. REPRESENTATIONS, WARRANTIES AND COVENANTS; NO DEFAULT;
AUTHORIZATION. The Borrower (and, where applicable, the Parent) hereby
represents, warrants and covenants to the Agent and the Banks as follows:

         (a) Each of the representations and warranties of the Borrower and the
Parent contained in the Credit Agreement was true as of the date as of which it
was made and is true as and at the date of this Amendment, and no Default or
Event of Default has occurred and is continuing as of the date of this
Amendment;

         (b) This Amendment has been duly authorized, executed and delivered by
the Borrower and each of the Guarantors and is in full force and effect; and

         (c) Upon the execution and delivery of this Amendment by the respective
parties hereto, this Amendment shall constitute the legal, valid and binding
obligation of the Borrower and each of the Guarantors, enforceable in accordance
with its terms, except that the enforceability thereof may be subject to any
applicable bankruptcy, reorganization, insolvency or other laws affecting
creditors' rights generally.

         SECTION 4. CONDITIONS TO EFFECTIVENESS. The effectiveness of this
Amendment shall be subject to the satisfaction of the following conditions:

         (a) All proceedings in connection with the transactions contemplated by
this Amendment and all other documents incident thereto shall be satisfactory in
substance and in form to the Co-Agents and this Amendment shall have been
executed and delivered by the Co-Agents, the Super-Majority Banks, the Borrower
and the Guarantors;

         (b) All corporate action or limited liability company action, as
applicable, necessary for the valid execution, delivery and performance by the
Borrower and the Guarantors of this Amendment and each of the related documents
to which the Borrower or the Guarantors is or is to become a party shall have
been duly and effectively taken, and evidence thereof satisfactory to the Agent
shall have been provided to the Agent;

<PAGE>   11
                                      -11-

         (d) The Agent shall have received the full amount of Amendment Fee 1
and such portions of the Structuring Fee payable on the Third Amendment
Effective Date for the account of the Co-Agents, and all expenses of the
Co-Agents, their counsel and their professional advisors for which invoices have
been rendered shall have been paid.

         (e) The Borrower shall have received (i) Net Cash Proceeds of at least
$24,000,000 from the New Subordinated Indebtedness and (ii) a commitment for
additional New Subordinated Indebtedness to be incurred on or before the date
that is 14 days after the Third Amendment Effective Date such that the aggregate
Net Cash Proceeds of all New Subordinated Indebtedness incurred on or before
such date shall be not less than $30,000,000, with all such Indebtedness to be
on terms and conditions, and subject to subordination provisions in form and
substance reasonably satisfactory to the Co-Agents, and otherwise to contain
terms not in conflict with the provisions of the Loan Documents after giving
effect to the Amendment.

         (f) The Borrower and the Pension Benefit Guaranty Corporation ("PBGC")
shall have executed and delivered an agreement, reasonably satisfactory in form
and substance to the Co-Agents, by which the PBGC will defer the funding
obligations of the Borrower and its Subsidiaries relating to the Republic
Technologies International, LLC USWA Defined Benefit Plan in the amount of at
least $22,125,000 contractually due by December 31, 2000 (including the current
PBGC deferral of approximately $11,000,000), and in the amount of at least
$23,950,000 contractually due during 2001 with (i) the payments deferred being
amortized by no more than $5,760,000 in the first quarter of 2002 and each
fiscal quarter thereafter until fully amortized, (ii) further amortization and
maturity being reasonably satisfactory to the Co-Agents and (iii) any other
funding requirements for those plans being set forth in such agreement.

         (g) The Borrower and USX Corporation ("USX") shall have executed and
delivered an agreement, reasonably satisfactory in form and substance to the
Co-Agents, by which USX will (i) defer the $30,000,000 payment, together with
accrued interest, due to USX in July, 2001, until July, 2003, on substantially
the same terms (other than maturity) as the deferral currently in place for that
amount, and (ii) provide liquidity enhancements at least equivalent in dollar
value to those described in the Business Plan. Any modification of the USX
semi-finished steel off-take agreement shall be satisfactory in form and
substance to the Agent.

         (h) The Borrower shall have presented to the Co-Agents the Borrower's
plan for the 4-Stand Project targeted to be constructed and operational on or
before May 1, 2001 (with contract penalties applicable to the builder if the
4-Stand Project is not operational on or before July 1, 2001), and the Co-Agents
shall have received a report from Hatch Engineering, in form and substance
satisfactory to the Co-Agents, as to the feasibility of that plan.

         (i) The Co-Agents and the Super-Majority Banks shall be satisfied with
the results of the due diligence investigations by Ernst & Young LLP with
respect to the Borrower's business plan.

         (j) The Co-Agents shall have received a legal opinion from Weil,
Gotshal & Manges LLP in form and substance satisfactory to the Co-Agents as to
the New Subordinated Indebtedness.

         SECTION 5. RATIFICATION, ETC. Except as expressly amended hereby, the
Credit Agreement, the other Loan Documents and all documents, instruments and
agreements related thereto are hereby ratified and confirmed in all respects.
All references in the Credit Agreement, any other Loan Document or any related
agreement or instrument to the Credit Agreement shall hereafter refer to the
Credit Agreement as amended hereby.

<PAGE>   12
                                      -12-

         SECTION 6. INDEMNITY. The Borrower hereby acknowledges that, solely for
the purposes of Section 17 of the Credit Agreement, Bingham Dana LLP ("B&D"),
Ernst & Young LLP ("E&Y") and Hatch Engineering ("Hatch") and each of their
respective employees, partners, officers, agents and affiliates (collectively
for the purpose of this Section 6, the "INDEMNIFIED PARTIES") are "agents" of
the Agent as such term is used in the first sentence of such Section 17 of the
Credit Agreement and that, accordingly, without limiting the provisions of such
Section 17 of the Credit Agreement or any other provisions thereof, the Borrower
hereby and thereby indemnifies each of the Indemnified Parties from and against
any and all claims, actions and suits whether groundless or otherwise, and from
and against any and all liabilities, losses, damages and expenses of every
nature and character arising out of the Credit Agreement or any of the other
Loan Documents or the transactions contemplated thereby including, without
limitation, (a) the provision of consulting, legal or other services by any
Indemnified Party to the Agent, any Co-Agent or any Bank, (b) any statements
made by any Indemnified Party in connection therewith, and (c) B&D, the Agent,
any other Co-Agent or any Bank following the advice of E&Y or Hatch in
connection with the provision of such services or failure to follow such advice,
in each case including, without limitation, the reasonable fees and
disbursements of counsel incurred in connection with any such matters.

         SECTION 7. RELEASE. In order to induce the Agent, the other Co-Agents
and the Banks to enter into this Amendment, each of the Borrower and the
Guarantors acknowledges and agrees that: (i) neither the Borrower nor any
Guarantor has any claim or cause of action against the Agent, any Co-Agent or
any Bank (or any of its respective directors, officers, employees or agents);
(ii) neither the Borrower nor any Guarantor has any offset right, counterclaim
or defense of any kind against any of their respective obligations, indebtedness
or liabilities to the Agent, any Co-Agent or any Bank; and (iii) each of the
Agent, each Co-Agent and the Banks has heretofore properly performed and
satisfied in a timely manner all of its obligations to the Borrower and each
Guarantor. The Borrower and the Guarantors wish to eliminate any possibility
that any past conditions, acts, omissions, events, circumstances or matters
would impair or otherwise adversely affect any of the Agent's, the Co-Agents'
and the Banks' rights, interests, contracts, collateral security or remedies.
Therefore, each of the Borrower and the Guarantors unconditionally releases,
waives and forever discharges (A) any and all liabilities, obligations, duties,
promises or indebtedness of any kind of the Agent, any Co-Agent or any Bank to
the Borrower and/or any Guarantor, except the obligations to be performed by the
Agent, any Co-Agent or any Bank on or after the date hereof as expressly stated
in this Amendment, the Credit Agreement and the other Loan Documents, and (B)
all claims, offsets, causes of action, suits or defenses of any kind whatsoever
(if any), whether arising at law or in equity, whether known or unknown, which
the Borrower or any Guarantor might otherwise have against the Agent, any
Co-Agent, any Bank or any of its directors, officers, employees or agents, in
either case (A) or (B), on account of any past or presently existing condition,
act, omission, event, contract, liability, obligation, indebtedness, claim,
cause of action, defense, circumstance or matter of any kind.

         SECTION 8. NO IMPLIED WAIVER. Except as expressly provided herein,
nothing contained herein shall constitute a waiver of, impair or otherwise
affect any Obligations, any other obligations of the Borrower or any Guarantor
or any right of the Agent or any Bank consequent thereon.

         SECTION 9. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original but which together shall
constitute one and the same instrument.

         SECTION 10. GOVERNING LAW. THIS AMENDMENT SHALL FOR ALL PURPOSES BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS (WITHOUT REFERENCE TO CONFLICTS OF LAW).
<PAGE>   13
                                      -13-

         SECTION 11. EXPENSES. The Borrower hereby agrees to pay to the Agent,
on demand, all reasonable out of pocket expenses incurred or sustained by the
Agent and each of the other Co-Agents in connection with this Amendment
(including reasonable legal fees and disbursements).


<PAGE>   14


         IN WITNESS WHEREOF, the undersigned have duly executed this Credit
Agreement as a sealed instrument as of the date first set forth above.

                                  THE BORROWER:

                                  REPUBLIC TECHNOLOGIES INTERNATIONAL, LLC


                                  By:______________________________________
                                     Name:
                                     Title:


<PAGE>   15



                                  THE GUARANTORS:


                                  REPUBLIC TECHNOLOGIES INTERNATIONAL
                                  HOLDINGS, LLC


                                  By:______________________________________
                                     Name:
                                     Title:


                                  RTI CAPITAL CORP.


                                  By:______________________________________
                                     Name:
                                     Title:


                                  BLISS & LAUGHLIN, LLC



                                  By:______________________________________
                                     Name:
                                     Title:


<PAGE>   16



                                  CANADIAN DRAWN STEEL COMPANY INC.


                                  By:______________________________________
                                     Name:
                                     Title:


                                  NIMISHILLEN & TUSCARAWAS, LLC



                                  By:______________________________________
                                     Name:
                                     Title:


<PAGE>   17



                                 THE BANKS AND THE CO-AGENTS:


                                 FLEET NATIONAL BANK (F/K/A BANKBOSTON, N.A.),
                                 individually, as  Administrative Agent
                                 and Co-Book Manager



                                 By:______________________________________
                                    Name:
                                    Title:



<PAGE>   18


                                    BANK OF AMERICA, N.A., individually, as
                                    Syndication Agent and Co-Book Manager


                                    By:_______________________________________
                                       Name:
                                       Title:

                                   THE CHASE MANHATTAN BANK,
                                   individually, as Documentation Agent
                                   and Co-Book Manager


                                    By:_______________________________________
                                       Name:
                                       Title:


                                   FOOTHILL CAPITAL CORPORATION


                                    By:_______________________________________
                                       Name:
                                       Title:

                                   HELLER FINANCIAL, INC.


                                    By:_______________________________________
                                       Name:
                                       Title:



<PAGE>   19


                                    CONGRESS FINANCIAL CORPORATION


                                    By:_______________________________________
                                       Name:
                                       Title:

                                    THE CIT GROUP / BUSINESS CREDIT, INC.


                                    By:_______________________________________
                                       Name:
                                       Title:

                                    LASALLE BUSINESS CREDIT, INC.


                                    By:_______________________________________
                                       Name:
                                       Title:

                                    MELLON BANK, N.A.


                                    By:_______________________________________
                                       Name:
                                       Title:

                                    DIME COMMERCIAL CORP.


                                    By:_______________________________________
                                       Name:
                                       Title:

                                    GREEN TREE FINANCIAL CORPORATION


                                    By:_______________________________________
                                       Name:
                                       Title:



<PAGE>   20


                                    ORIX BUSINESS CREDIT, INC.


                                    By:_______________________________________
                                       Name:
                                       Title:

                                    SUNROCK CAPITAL CORP.


                                    By:_______________________________________
                                       Name:
                                       Title:

                                    UNION BANK OF CALIFORNIA, N.A.


                                    By:_______________________________________
                                       Name:
                                       Title:

                                    GMAC BUSINESS CREDIT, LLC


                                    By:_______________________________________
                                       Name:
                                       Title:

                                    GUARANTY BUSINESS CREDIT
                                    CORPORATION, doing business as
                                    Fidelity Funding


                                    By:_______________________________________
                                       Name:
                                       Title: