Exhibit 2.1

                                                                  EXECUTION COPY

                                    AMENDMENT NO. 1 dated as of September 30,
                           1999 (this "Amendment"), to the CREDIT AGREEMENT
                           dated as of July 16, 1998, among ISPAT INLAND, L.P.,
                           a Delaware limited partnership (the "Borrower"),
                           ISPAT INLAND INC., a Delaware corporation formerly
                           named Inland Steel Company ("Inland"), BURNHAM
                           TRUCKING COMPANY, INC, a Delaware corporation
                           ("Burnham"), INCOAL COMPANY, a Delaware corporation
                           ("Incoal"), the Lenders (as defined in Article I),
                           and CREDIT SUISSE FIRST BOSTON, a bank organized
                           under the laws of Switzerland, acting through its New
                           York branch, as issuing bank (in such capacity, the
                           "Issuing Bank"), and as administrative agent (in such
                           capacity, the "Administrative Agent") and as
                           collateral agent (in such capacity, the "Collateral
                           Agent") for the Lenders.

         A. Pursuant to the Credit Agreement, the Lenders and the Issuing Bank
have extended credit to the Borrower.

         B. The Borrower has requested that the Required Lenders agree to amend
the Credit Agreement, as provided herein, to increase from $5,000,000 to
$10,000,000 the annual amount that may be paid by Inland to IINV or its
subsidiaries as management fees.

         C. The Required Lenders are willing so to amend the Credit Agreement,
pursuant to the terms and subject to the conditions set forth herein.

         D. Capitalized terms used but not defined herein shall have the
meanings assigned to them in the Credit Agreement.

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

         SECTION 1. Amendment. Section 6.06 of the Credit Agreement is hereby
amended by deleting the amount "$5,000,000" set forth in clause (c) thereof and
substituting therefor the amount "$10,000,000".

         SECTION 2. Representations and Warranties. To induce the other parties
hereto to enter into this Amendment, the Borrower, Inland, Burnham and Incoal
represent and warrant to each of the Lenders, the Administrative Agent, the
Issuing Bank and the Collateral Agent that, after giving effect to this
Amendment, (a) the representations and warranties set forth in Article III of
the Credit Agreement are true and correct in all material respects on and as of
the date hereof, except to the extent such representations and warranties
expressly relate to an earlier date, and (b) no Default or Event of Default has
occurred and is continuing.

         SECTION 3. Effectiveness. This Amendment shall become effective as of
the date first written above on the date on which the Administrative Agent shall
have received counterparts of this Amendment that, when taken together, bear the
signatures of the Borrower, the Guarantors, the Required Lenders and the
Administrative Agent.


<PAGE>


                                                                               2


         SECTION 4. Effect of Amendment. Except as expressly set forth herein,
this Amendment shall not by implication or otherwise limit, impair, constitute a
waiver of, or otherwise affect the rights and remedies of the Lenders, the
Issuing Bank, the Collateral Agent or the Administrative Agent under the Credit
Agreement or any other Loan Document, and shall not alter, modify, amend or in
any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement or any other Loan Document, all of
which are ratified and affirmed in all respects and shall continue in full force
and effect. Nothing herein shall be deemed to entitle any Loan Party to consent
to, or a waiver, amendment, modification or other change of, any of the terms,
conditions, obligations, covenants or agreements contained in the Credit
Agreement or any other Loan Document in similar or different circumstances. This
Amendment shall apply and be effective only with respect to the provisions of
the Credit Agreement specifically referred to herein. After the date hereof, any
reference to the Credit Agreement shall mean the Credit Agreement, as modified
hereby. This Amendment shall constitute a "Loan Document" for all purposes of
the Credit Agreement and the other Loan Documents.

         SECTION 5. Counterparts. This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed an original, but all
such counterparts together shall constitute but one and the same contract.
Delivery of an executed counterpart of a signature page of this Amendment by
facsimile transmission shall be as effective as delivery of a manually executed
counterpart hereof.

         SECTION 6. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

         SECTION 7. Headings. The headings of this Amendment are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.

         SECTION 8. Expenses. The Borrower agrees to reimburse the
Administrative Agent for all out-of-pocket expenses in connection with this
Amendment, including the reasonable fees, charges and disbursements of Cravath,
Swaine & Moore, counsel for the Administrative Agent.

         SECTION 9. Acknowledgment of IINV. IINV hereby acknowledges receipt and
notice of, and consents to the terms of, this Amendment.

              IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed by their duly authorized officers, all as of the date and
year first above written.

                                 ISPAT INLAND, L.P.,

                                 by 9064-4816 QUEBEC, INC., its general partner,

                                        by   /s/   Richard Leblanc
                                          -------------------------------------
                                           Name:   Richard Leblanc
                                           Title:  Secretary


<PAGE>


                                                                  CONFORMED COPY

                                    AMENDMENT NO. 2 AND AGREEMENT dated as of
                           March 30, 2001 (this "Amendment"), to the CREDIT
                           AGREEMENT dated as of July 16, 1998 (as amended as of
                           September 30, 1999, the "Credit Agreement"), among
                           ISPAT INLAND, L.P., a Delaware limited partnership
                           (the "Borrower"), ISPAT INLAND INC., a Delaware
                           corporation formerly named Inland Steel Company
                           ("Inland"), BURNHAM TRUCKING COMPANY, INC., a
                           Delaware corporation ("Burnham"), INCOAL COMPANY, a
                           Delaware corporation ("Incoal"), the Lenders (as
                           defined in Article I), and CREDIT SUISSE FIRST
                           BOSTON, a bank organized under the laws of
                           Switzerland, acting through its New York branch, as
                           issuing bank (in such capacity, the "Issuing Bank"),
                           and as administrative agent (in such capacity, the
                           "Administrative Agent") and as collateral agent (in
                           such capacity, the "Collateral Agent") for the
                           Lenders.

         A. Pursuant to the Credit Agreement, the Lenders and the Issuing Bank
have extended credit to the Borrower.

         B. The Borrower has requested that the Required Lenders agree to amend
the Credit Agreement as provided herein.

         C. The Required Lenders are willing so to amend the Credit Agreement,
pursuant to the terms and subject to the conditions set forth herein.

         D. Capitalized terms used but not defined herein shall have the
meanings assigned to them in the Credit Agreement.

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

                 SECTION 1. Amendments to Section 1.01 of the Credit Agreement.
Section 1.01 of the Credit Agreement is hereby amended as follows:

         (a) The table set forth in the definition of the term "Applicable
Percentage" is hereby amended and restated in its entirety to read as follows:

<TABLE>
<CAPTION>

                                       Eurodollar      Eurodollar
                                        Spread--        Spread--        ABR Spread--     ABR Spread--         L/C
                                       Tranche B        Tranche C        Tranch B        Tranche C        Participation
Consolidated Leverage Ratio              Loans            Loans           Loans            Loans              Fees
---------------------------              -----            -----           -----            -----              ----
<S>                                       <C>             <C>              <C>             <C>              <C>
Category 1
----------

Greater than 3.50 to 1.00                 3.75%           3.75%            2.75%           2.75%            3.75%

Category 2
----------

Less than or equal to 3.50 to 1.00        3.25%           3.25%            2.25%           2.25%            3.25%
but greater than or equal to 2.50
to 1.00
</TABLE>


<PAGE>


                                                                               2


<TABLE>
<CAPTION>

                                       Eurodollar      Eurodollar
                                        Spread--        Spread--        ABR Spread--     ABR Spread--         L/C
                                       Tranche B        Tranche C        Tranch B        Tranche C        Participation
Consolidated Leverage Ratio              Loans            Loans           Loans            Loans              Fees
---------------------------              -----            -----           -----            -----              ----
<S>                                       <C>             <C>              <C>             <C>              <C>
Category 3
----------

Less than 2.50 to 1.00                    2.50%           2.50%            1.50%           1.50%            2.50%
</TABLE>


         (b) The definition of the term "Consolidated EBITDA" is hereby amended
and restated in its entirety to read as follows:

                 "'Consolidated EBITDA' shall mean, for any period, Consolidated
         Net Income for such period, plus, (a) without duplication and to the
         extent deducted from revenues in determining Consolidated Net Income
         for such period, the sum of (i) the aggregate amount of Consolidated
         Interest Expense for such period, (ii) the aggregate amount of income
         tax expense for such period, (iii) all amounts attributable to
         depreciation and amortization for such period, (iv) all non-recurring
         non-cash charges during such period and (v) the aggregate amount of
         non-cash interest expense on the IINV Loans for such period, and minus,
         without duplication and to the extent added to revenues in determining
         Consolidated Net Income for such period, all non-recurring, non-cash
         gains during such period, all as determined on a consolidated basis
         with respect to Inland and the Restricted Subsidiaries in accordance
         with GAAP."

         (c) The definition of the term "Consolidated Interest Expense" is
hereby amended by adding prior to the "." at the end of the first sentence
thereof:

         "; provided, that interest expense for IINV Loans shall be excluded
         from Consolidated Interest Expense to the extent not paid in cash"

         (d) The definition of the term "Total Debt" is hereby amended by (A)
deleting the word "and" before clause (iii) in the parenthetical and (B) adding
within the parenthetical at the end thereof the following new clauses (iv) and
(v):

         "(iv) Indebtedness under the IINV Loans and (v) Indebtedness consisting
         of borrowings under Inland's receivables and inventory securitization
         facilities".

         (e) The following definitions shall be inserted in the appropriate
alphabetical order.

                  "'Capital Expenditures' shall mean, with respect to any
         person, all expenditures by such person that should be capitalized in
         accordance with GAAP, including all such expenditures with respect to
         fixed or capital assets (including expenditures for maintenance and
         repairs that should be capitalized in accordance with GAAP) and the
         amount of Capital Lease Obligations incurred by such person; provided,
         however, that any such expenditures made with, or subsequently
         reimbursed out of, casualty proceeds or condemnation proceeds shall in
         any event be excluded from the definition of Capital Expenditures, so
         long as such expenditures are made within 360 days of the later of the
         occurrence of the damage to or loss of the assets being replaced or
         repaired and the receipt of such proceeds in respect thereof.
         Notwithstanding the foregoing, and solely for


<PAGE>


                                                                               3


         purposes of determining compliance with Section 6.11, amounts expended
         at any time after the Consolidated Leverage Ratio at the end of any
         quarter ended after March 31, 2001 has been less than or equal to 3.5
         to 1.0 to reline and repair Inland's blast furnace #7 shall not
         constitute Capital Expenditures to the extent such amounts do not
         exceed the budgeted amounts therefor set forth in a written budget
         delivered to and reasonably acceptable to the Administrative Agent.

                  'Current Assets' shall mean, at any time, the consolidated
         current assets (other than cash, Permitted Investments and current and
         deferred income taxes) of Inland and the Restricted Subsidiaries at
         such time on a consolidated basis determined in accordance with GAAP.

                  'Current Liabilities' shall mean, at any time, the
         consolidated current liabilities (other than the current portion of any
         long-term Indebtedness, Indebtedness under revolving credit
         arrangements and current and deferred income tax liability) of Inland
         and the Restricted Subsidiaries at such time on a consolidated basis
         determined in accordance with GAAP.

                  'Excess Cash Flow' shall mean, for any fiscal year, the sum
         (without duplication) of:

                  (a) Consolidated EBITDA for such fiscal year; plus

                  (b) reductions to noncash working capital of Inland and the
         Restricted Subsidiaries for such fiscal year (i.e., the decrease, if
         any, in Current Assets minus Current Liabilities from the beginning to
         the end of such fiscal year); minus

                  (c) the amount of any cash income taxes payable by Inland and
         its Restricted Subsidiaries with respect to such fiscal year; minus

                  (d) cash interest paid (net of cash interest received) by
         Inland and the Restricted Subsidiaries during such fiscal year; minus

                  (e) Capital Expenditures made in cash in accordance with
         Section 6.11 during such fiscal year, except to the extent financed
         with the proceeds of Indebtedness, casualty proceeds or condemnation
         proceeds; minus

                  (f) permanent repayments or prepayments of the principal of
         Loans or other Indebtedness or a reduction in the amount of the Letter
         of Credit as a result of a drawing thereunder or a replacement thereof
         with cash during such fiscal year, but only to the extent that such
         repayments or prepayments may not be reborrowed or redrawn and do not
         occur in connection with a refinancing of all or any portion of the
         Loans or such other Indebtedness; minus

                  (g) repayments or prepayments of the principal of Indebtedness
         by Inland under its receivables and inventory securitization facilities
         in reduction of such Indebtedness until the aggregate outstanding
         balance under such facilities, less the balance of available cash and
         short-term securities at such time (net of checks issued but not
         cleared) ("Net Borrowing Position") is $50,000,000, where the amount of
         such repayment or prepayment in such fiscal year shall be the positive
         difference, if any, resulting from the subtraction of the Net Borrowing
         Position at


<PAGE>


                                                                               4


         the end of such fiscal year from the lowest Net Borrowing Position at
         the end of any prior fiscal year beginning with the year ending
         December 31, 2000; minus

                  (h) extraordinary, unusual or nonrecurring cash expenses and
         cash restructuring charges paid by Inland and the Restricted
         Subsidiaries, if any, during such fiscal year and not included in
         Consolidated EBITDA; minus

                  (i) additions to noncash working capital of Inland and the
         Restricted Subsidiaries for such fiscal year (i.e., the increase, if
         any, in Current Assets minus Current Liabilities from the beginning to
         the end of such fiscal year); minus

                  (j) cash severance, pension contributions, retiree benefit
         payments and similar payments made during such fiscal year, to the
         extent not deducted in determining Consolidated EBITDA for such fiscal
         year.

                  'IINV Loans' shall mean loans or advances by IINV or any of
         its Affiliates (other than the Borrower or any of its Subsidiaries) to
         Inland pursuant to Section 6.02(b)(iv), provided that to the extent
         loans or advances are made by an Affiliate of IINV, such Affiliate
         shall have agreed in a writing with the Administrative Agent to the
         subordination provisions attached hereto as Exhibit A.

                  'Minimum EBITDA Condition' shall mean, at any date of
         determination, that for each period of four consecutive fiscal quarters
         ending on each of the four fiscal quarter end dates preceding such
         date of determination, Consolidated EBITDA (as calculated under Section
         6.09 but without giving effect to clause (a) of the first proviso
         thereto) shall have been $140,000,000 or greater."

                  SECTION 2. Amendments to Section 2.13 of the Credit Agreement.
(a) Section 2.13 of the Credit Agreement is hereby amended as follows: (i)
subsection (c) thereof shall be redesignated as subsection (d) and a new
subsection (c) shall be inserted therein and shall read as follows:

                  "(c) No later than the earlier of (i) 100 days after the end
         of each fiscal year of the Borrower, commencing with the fiscal year
         ending December 31, 2001, and (ii) the date on which the financial
         statements with respect to such fiscal year are delivered pursuant to
         Section 5.04(a), the Borrower shall offer to prepay all outstanding
         Loans at a prepayment amount equal to 100% of the Loans prepaid in
         accordance with Section 2.13(d) in an aggregate principal amount equal
         to 50% of Excess Cash Flow for such fiscal year; provided, however,
         that no such offer to prepay shall be required with respect to the
         Excess Cash Flow for any fiscal year if the Consolidated Leverage Ratio
         at the end of such fiscal year was less than or equal to 3.50 to 1.00."

         (b) All references in the Credit Agreement to Section 2.13(c) of the
Credit Agreement are hereby amended to refer instead to Section 2.13(d) of the
Credit Agreement.

         (c) The redesignated Section 2.13(d) of the Credit Agreement is hereby
amended by inserting immediately before the words "an Asset Sale" set forth in
line 13 thereof the words "Excess Cash Flow or".


<PAGE>


                                                                               5


                  SECTION 3. Amendments to Section 5.04 of the Credit Agreement.
Section 5.04 of the Credit Agreement is hereby amended as follows:

         (a) by redesignating current subsections (c), (d) and (e) thereof as
subsections (d), (e) and (f), respectively; and

         (b) by inserting a new subsection (c) therein which shall read as
follows:

                  "(c) within 30 days after the end of each month (except the
         last month of each fiscal quarter), a consolidated balance sheet and
         related statements of income showing the financial condition of Inland
         and its consolidated subsidiaries as of the close of such month and the
         results of its operations and the operations of such Restricted
         Subsidiaries during such month, all certified by one of its Financial
         Officers as fairly presenting the financial condition and results of
         operations of Inland and its consolidated subsidiaries, on a
         consolidated basis in accordance with GAAP consistently applied,
         subject to normal year-end audit adjustments;".

                  SECTION 4. Amendment to Section 5.07 of the Credit Agreement.
Section 5.07 of the Credit Agreement is hereby amended by adding at the end
thereof the following:

         "Without limiting the foregoing, the Borrower and Inland agree to
         discuss their affairs, finances and condition in conference calls with
         Lenders at such times and at such intervals (but no more frequently
         than quarterly) as the Administrative Agent shall request."

                  SECTION 5. Amendments to Section 6.02 of the Credit Agreement.
(a) Section 6.02(a) of the Credit Agreement is hereby amended and restated in
its entirety to read as follows:

         "(a) Incur, directly or indirectly, any Indebtedness; provided,
         however, that Inland and its Restricted Subsidiaries may Incur
         Indebtedness if, (i) on the date of such Incurrence and after giving
         effect thereto, the Consolidated Coverage Ratio exceeds 2.0 to 1 and
         (ii) as of the date of such Incurrence, the Minimum EBITDA Condition
         shall have been satisfied."

         (b) Section 6.02(b)(iv) of the Credit Agreement is hereby amended by
(i) adding at the beginning thereof the words "(A) IINV Loans and (B)" and (ii)
adding at the end thereof the following:

         "and provided further, however, that all IINV Loans shall (x) not
         require the payment of interest in cash so long as the conditions set
         forth in Section 6.03(c) have not been met and (y) shall be
         subordinated to the prior payment in full of the Obligations on the
         terms attached as Exhibit A to Amendment No. 2 dated as of March 30,
         2001, to this Agreement".

                  SECTION 6. Amendments to Section 6.03 of the Credit Agreement.
(a) Section 6.03(a) of the Credit Agreement is hereby amended by (i) deleting
the word "or" at the end of clause (ii) thereof, (ii) redesignating clause (iii)
thereof as clause (iv) and (iii) adding the following as clause (iii) thereof:


<PAGE>


                                                                               6


         "(iii) the Consolidated Leverage Ratio at such time, after giving
         effect to such Restricted Payment, is not less than or equal to 3.0 to
         1.0; or".

         (b) Section 6.03(b) of the Credit Agreement is hereby amended (i) by
inserting after the words "provided, however, that" set forth in clause (v)
thereof the words "(A) no such Restricted Payments shall be permitted if at the
time thereof and after giving effect thereto, the Consolidated Leverage Ratio is
greater than 3.0 to 1.0 and (B)" and (ii) by deleting the word "or' at the end
of clause (vii) thereof, changing the "." at the end of clause (viii) to "; or"
and adding the following new clause (ix):

                  "(ix) Restricted Payments from the proceeds of simultaneous
         IINV Loans or capital contributions by IINV or any of its Affiliates
         (other than the Borrower or any of its Subsidiaries) to Inland which
         are (x) in excess of $110,000,000, (y) not made in order to comply with
         Section 6.09 and (z) not an IINV Capex Loan."

         (c) The following new paragraphs (c) and (d) are hereby added at the
end of Section 6.03:

                  "(c) Repay or prepay any amounts, including principal and
         interest, in respect of any IINV Loans unless, after giving effect
         thereto and to any financing therefor, (i) no Default or Event of
         Default shall have occurred and be continuing, (ii) the Consolidated
         Leverage Ratio is less than or equal to 3.5 to 1.0 and (iii) Inland
         shall have available to it at least $100,000,000 of unused and
         available commitments under its receivables and inventory
         securitization facilities.

                  (d) Anything in this Agreement to the contrary
         notwithstanding, it is hereby agreed that up to $60,000,000 of
         marketable securities received by Inland on or about March 30 2001 as
         the proceeds of an IINV Loan will be deemed to constitute a Permitted
         Investment for purposes of clause (iv) of the definition of the term
         Restricted Payment for a period of up to 30 days after the Effective
         Date of Amendment No. 2 dated as of March 30, 2001 to this Agreement."

                  SECTION 7. Amendment to Section 6.06 of the Credit Agreement.
Section 6.06 of the Credit Agreement is hereby amended by inserting immediately
after the words "provided that, except" therein the words "with respect to the
borrowing, repayment or prepayment of the IINV Loans and".

                  SECTION 8. Amendment to Section 6.09 of the Credit Agreement.
Section 6.09 of the Credit Agreement is hereby amended and restated in its
entirety to read as follows:

                  "SECTION 6.09. Consolidated EBITDA. Permit Consolidated EBITDA
         for any period of four consecutive fiscal quarters commencing on or
         after March 31, 2002 to be less than $140,000,000; provided that in
         calculating Consolidated EBITDA for any period for purposes of this
         Section 6.09, (a) there shall be included, without duplication, the
         aggregate amount of IINV Loans or capital contributions made in cash by
         IINV or any of its Affiliates (other than the Borrower or any of its
         Subsidiaries) to Inland (excluding IINV Capex Loans and IINV Loans and
         capital contributions referred to in Section 6.03(b)(ix)) during such
         four fiscal quarters less the amounts thereof returned to IINV by way
         of dividend, distribution, repayment of principal or return of capital
         as permitted hereunder during such four fiscal quarters, and (b) there
         shall be excluded,


<PAGE>


                                                                               7


         without duplication and to the extent otherwise included therein, all
         unusual, nonrecurring, or extraordinary charges or credits during such
         period, all as determined in accordance with GAAP; and provided
         further that in calculating Consolidated EBITDA for the fiscal
         quarters ending March 31, 2002, June 30, 2002 and September 30, 2002
         the $60,000,000 IINV Loan made to Inland on or about March 30, 2001
         shall be deemed to have been made in three (3) installments of
         $20,000,000 each in the fiscal quarters ending June 30, 2001,
         September 30, 2001 and December 31, 2001."

                  SECTION 9. Addition of Capital Expenditures Limit. A new
Section 6.11 is hereby added to the Credit Agreement and shall read as follows:

                  "SECTION 6.11. Capital Expenditures. (a) Permit the aggregate
         amount of Capital Expenditures made by the Borrower, Inland and the
         Restricted Subsidiaries in any fiscal year set forth below to exceed
         the amount set forth opposite such year below:

                  Year                                 Amount
                  ----                                 ------
                  2001                                 $38,000,000
                  2002                                 $60,000,000
                  2003                                 $60,000,000
                  2004                                 $60,000,000
                  2005                                 $60,000,000
                  2006                                 $60,000,000

                  (b) Notwithstanding anything to the contrary contained in
         paragraph (a) above, to the extent that the aggregate amount of Capital
         Expenditures made by the Borrower, Inland and the Restricted
         Subsidiaries pursuant to Section 6.11(a) in any fiscal year is less
         than the amount permitted by Section 6.11(a) with respect to such
         fiscal year, the amount of such difference may be carried forward and
         used to make Capital Expenditures in the immediately succeeding fiscal
         year (after the full amount of Capital Expenditures otherwise permitted
         to be made under Section 6.11(a) in such fiscal year, without regard
         to the provisions of this paragraph (b), have been made); provided that
         the amounts once carried forward to such succeeding fiscal year shall
         lapse and terminate at the end of such fiscal year.

                  (c) In addition, if the Consolidated Leverage Ratio at the end
         of any fiscal year ending on or after December 31, 2001 is equal to or
         less than 3.5 to 1.0, then the amount of Capital Expenditures permitted
         pursuant to Section 6.11(a) in the next fiscal year shall be increased
         to the depreciation expense of Inland and its Restricted Subsidiaries
         for such fiscal year then ended.

                  (d) In addition, the amount of Capital Expenditures permitted
         pursuant to Section 6.11(a) with respect to any fiscal year shall be
         increased by the aggregate principal amount of IINV Loans or capital
         contributions made after March 31, 2001 ("IINV Capex Loans"), provided
         that the aggregate principal amount of IINV Loans outstanding
         immediately prior to the making of such IINV Capex Loans (net of any
         IINV Loans made in order to comply with Section 6.09 or referred to in
         Section 6.03(b)(ix)) shall not be less than $110,000,000."


<PAGE>


                                                                               8


                  SECTION 10. Amendment to Section 10.04(b) of the Credit
Agreement. Section 10.04(b) of the Credit Agreement is hereby amended by
deleting the reference therein to "$5,000,000" and substituting in lieu thereof
a reference to "$1,000,000".

                  SECTION 11. Agreements. IINV, the Borrower and Inland hereby
agree, for the benefit of the Lenders, the Issuing Bank, the Administrative
Agent and the Collateral Agent, that all IINV Loans, whether made prior to or
after the Effective Date (as defined below) shall be, and hereby are,
subordinated to the Obligations on the terms attached hereto as Exhibit A, which
are incorporated by reference in and deemed part of the IINV Loans.

                  SECTION 12. Representations and Warranties. To induce the
other parties hereto to enter into this Amendment, the Borrower, Inland, Burnham
and Incoal represent and warrant to each of the Lenders, the Administrative
Agent, the Issuing Bank and the Collateral Agent that (a) the aggregate amount
of start-up costs and expenses incurred during the first fiscal quarter of 2001
in connection with Inland's 80-inch hot strip mill project were less than or
equal to $28,000,000, (b) after giving effect to this Amendment, the
representations and warranties set forth in Article III of the Credit Agreement
are true and correct in all material respects on and as of the date hereof,
except to the extent such representations and warranties expressly relate to an
earlier date and except that with respect to the representations and warranties
(x) in Section 3.06, the date applicable shall be December 31, 2000 rather than
December 31, 1997 and (y) in Sections 3.09 and 3.17, such representations and
warranties are qualified by reference to Inland's filings under the Securities
Exchange Act of 1934 for current information regarding matters of the type
referred to in said Sections 3.09 and 3.17 and (c) after giving effect to this
Amendment, no Default or Event of Default has occurred and is continuing.

                  SECTION 13. Effectiveness. This Amendment shall become
effective as of the date first written above on the date on which (a) Inland
shall have received on or after January 1, 2001, and there shall be outstanding,
not less than $110,000,000 in aggregate principal amount of IINV Loans and (b)
the Administrative Agent shall have received (i) counterparts of this Amendment
that, when taken together, bear the signatures of the Borrower, the Guarantors,
the Required Lenders and the Administrative Agent and (ii) the Amendment Fee
referred to below. Such date is referred to herein as the "Effective Date".

                  SECTION 14. Amendment Fee. The Borrower agrees to pay to the
Administrative Agent for the account of each Lender (including Credit Suisse
First Boston in its capacity as a Lender) that delivers an executed counterpart
of this Amendment to the Administrative Agent on or prior to the Effective Date,
as consideration for entering into this Amendment, an amendment fee equal to
0.25% of the aggregate amount of such Lender's outstanding Loans and L/C
Exposure under the Credit Agreement calculated as of the Effective Date. Such
amendment fee shall be payable in immediately available funds on and subject to
the occurrence of the Effective Date.

                  SECTION 15. Effect of Amendment. Except as expressly set forth
herein, this Amendment shall not by implication or otherwise limit, impair,
constitute a waiver of, or otherwise affect the rights and remedies of the
Lenders, the Issuing Bank, the Collateral Agent or the Administrative Agent
under the Credit Agreement or any other Loan Document, and shall not alter,
modify, amend or in any way affect any of the terms, conditions, obligations,
covenants or agreements contained in the Credit


<PAGE>


                                                                               9


Agreement or any other Loan Document, all of which are ratified and affirmed in
all respects and shall continue in full force and effect. Nothing herein shall
be deemed to entitle any Loan Party to a consent to, or a waiver, amendment,
modification or other change of, any of the terms, conditions, obligations,
covenants or agreements contained in the Credit Agreement or any other Loan
Document in similar or different circumstances. This Amendment shall apply and
be effective only with respect to the provisions of the Credit Agreement
specifically referred to herein. After the date hereof, any reference to the
Credit Agreement shall mean the Credit Agreement, as modified hereby. This
Amendment shall constitute a "Loan Document" for all purposes of the Credit
Agreement and the other Loan Documents.

                  SECTION 16. Counterparts. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same contract.  Delivery of an executed counterpart of a signature page of this
Amendment by facsimile transmission shall be as effective as delivery of a
manually executed counterpart hereof.

                  SECTION 17. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                  SECTION 18. Headings. The headings of this Amendment are for
purposes of reference only and shall not limit or otherwise affect the meaning
hereof.

                  SECTION 19. Expenses. The Borrower agrees to reimburse the
Administrative Agent for all out-of-pocket expenses in connection with this
Amendment, including the fees, charges and disbursements of Cravath, Swaine &
Moore, counsel for the Administrative Agent.


<PAGE>


                                    AMENDMENT NO. 3 AND AGREEMENT dated as of
                           March 1, 2002 (this "Amendment"), to the CREDIT
                           AGREEMENT dated as of July 16, 1998 (as amended as of
                           September 30, 1999 and March 30, 2001, the "Credit
                           Agreement"), among ISPAT INLAND, L.P., a Delaware
                           limited partnership (the "Borrower"), ISPAT INLAND
                           INC., a Delaware corporation formerly named Inland
                           Steel Company ("Inland"), BURNHAM TRUCKING COMPANY,
                           INC., a Delaware corporation ("Burnham"), INCOAL
                           COMPANY, a Delaware corporation ("Incoal"), the
                           Lenders (as defined in Article I), and CREDIT SUISSE
                           FIRST BOSTON, a bank organized under the laws of
                           Switzerland, acting through its New York branch, as
                           issuing bank (in such capacity, the "Issuing Bank"),
                           and as administrative agent (in such capacity, the
                           "Administrative Agent") and as collateral agent (in
                           such capacity, the "Collateral Agent") for the
                           Lenders.

         A. Pursuant to the Credit Agreement, the Lenders and the Issuing Bank
have extended credit to the Borrower.

         B. The Borrower has requested that the Required Lenders agree to amend
the Credit Agreement as provided herein.

         C. The Required Lenders are willing so to amend the Credit Agreement,
pursuant to the terms and subject to the conditions set forth herein.

         D. Capitalized terms used but not defined herein shall have the
meanings assigned to them in the Credit Agreement.

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

                  SECTION 1. Amendment to Article VII of the Credit Agreement.
Paragraph (f) of Article VII of the Credit Agreement is hereby amended by adding
after the semicolon at the end thereof the following:

         "provided, however, that if none of the primary obligors on such
         Indebtedness (which, for purposes of this proviso, shall not include
         any guarantor thereof or any joint obligor thereon that is not the
         primary borrower) is a Loan Party or a Restricted Subsidiary, then any
         such failure referred to in clause (i) or (ii) above shall not
         constitute a Default or an Event of Default unless and until (x) such
         Indebtedness is Guaranteed by any Loan Party or any Restricted
         Subsidiary (or any Loan Party or any Restricted Subsidiary otherwise is
         or becomes obligated on


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                                                                               2


         such Indebtedness), (y) the holder or holders of such Indebtedness or
         a trustee on its or their behalf shall notify the Loan Party or
         Restricted Subsidiary providing such Guarantee (or being so obligated)
         that payment is due thereunder or shall take any other action against
         such Loan Party or Restricted Subsidiary to enforce or collect the
         same and (z) Lenders having Loans and L/C Exposure representing at
         least 66-2/3% of the sum of all Loans outstanding and L/C Exposure in
         their sole discretion shall notify the Borrower that an Event of
         Default has occurred hereunder;"

                  SECTION 2. Agreements. In addition to, and without limiting
the other reporting obligations of IINV or the Borrower and Inland under the
IINV Guarantee and the Credit Agreement, respectively, IINV hereby agrees, for
the benefit of the Lenders, the Issuing Bank, the Administrative Agent and the
Collateral Agent, that (a) IINV shall notify the Administrative Agent
immediately upon the occurrence of any event that constitutes (or, upon the
giving of notice by the Required Lenders, would constitute) an Event of Default
described in paragraph (f) of Article VII of the Credit Agreement; (b) IINV
shall notify the Administrative Agent immediately upon IINV's incurrence or
Guarantee of any Indebtedness after the date hereof; and (c) within 30 days
following the end of each fiscal quarter of IINV, IINV shall prepare and provide
to the Administrative Agent a reasonably detailed schedule identifying and
showing the amount of all outstanding Indebtedness issued or Guaranteed by IINV
as of the last day of such fiscal quarter.

                  SECTION 3. Effectiveness. This Amendment shall become
effective as of the date first written above on the date on which the
Administrative Agent shall have received counterparts of this Amendment that,
when taken together, bear the signatures of the Borrower, the Guarantors and the
Required Lenders.

                  SECTION 4. Effect of Amendment. Except as expressly set forth
herein, this Amendment shall not by implication or otherwise limit, impair,
constitute a waiver of, or otherwise affect the rights and remedies of the
Lenders, the Issuing Bank, the Collateral Agent or the Administrative Agent
under the Credit Agreement or any other Loan Document, and shall not alter,
modify, amend or in any way affect any of the terms, conditions, obligations,
covenants or agreements contained in the Credit Agreement or any other Loan
Document, all of which are ratified and affirmed in all respects and shall
continue in full force and effect. Nothing herein shall be deemed to entitle any
Loan Party to a consent to, or a waiver, amendment, modification or other change
of, any of the terms, conditions, obligations, covenants or agreements contained
in the Credit Agreement or any other Loan Document in similar or different
circumstances. This Amendment shall apply and be effective only with respect to
the provisions of the Credit Agreement specifically referred to herein. After
the date hereof,


<PAGE>


                                                                               3


any reference to the Credit Agreement shall mean the Credit Agreement, as
modified hereby. This Amendment shall constitute a "Loan Document" for all
purposes of the Credit Agreement and the other Loan Documents.

                  SECTION 5. Counterparts. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original, but
all such counterparts together shall constitute but one and the same contract.
Delivery of an executed counterpart of a signature page of this Amendment by
facsimile transmission shall be as effective as delivery of a manually executed
counterpart hereof.

                  SECTION 6. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                  SECTION 7. Headings. The headings of this Amendment are for
purposes of reference only and shall not limit or otherwise affect the meaning
hereof.

                  SECTION 8. Expenses. The Borrower agrees to reimburse the
Administrative Agent for all out-of-pocket expenses in connection with this
Amendment, including the fees, charges and disbursements of Cravath, Swaine &
Moore, counsel for the Administrative Agent.

<PAGE>