`U.S. $290,000,000

                      DEBTOR IN POSSESSION CREDIT AGREEMENT

                          Dated as of November 17, 2000

                                      Among

                         WHEELING-PITTSBURGH CORPORATION

                      WHEELING-PITTSBURGH STEEL CORPORATION

                          W-P STEEL VENTURE CORPORATION

                            CONSUMERS MINING COMPANY

                                W-P COAL COMPANY

                              MINGO OXYGEN COMPANY

                      MONESSEN SOUTHWESTERN RAILWAY COMPANY

                             WHEELING EMPIRE COMPANY

                         PITTSBURGH-CANFIELD CORPORATION

                                  as Borrowers

                                       and

                            THE LENDERS PARTY HERETO

                                   as Lenders

                                       and

                                 CITIBANK, N.A.

                             as Initial Issuing Bank

                                       and

                               CITICORP USA, INC.

                                    as Agent




                                TABLE OF CONTENTS


Section                                                                   Page
                                                                          ----



                                    ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

1.1.    Defined Terms.........................................................2
1.2.    Computation of Time Periods..........................................26
1.3.    Accounting Terms.....................................................27
1.4.    Certain Terms........................................................27


                                   ARTICLE II
                         AMOUNTS AND TERMS OF THE LOANS

2.1.    The Loans............................................................27
2.2.    Making the Loans.....................................................28
2.3.    Fees  29
2.4.    Reduction and Termination of the Revolving Credit Commitments........29
2.5     Termination or Reduction of the Term Commitments.....................30
2.6.    Repayment............................................................30
2.7.    Prepayments..........................................................30
2.8.    Conversion/Continuation Option.......................................32
2.9.    Interest.............................................................32
2.10.   Interest Rate Determination..........................................33
2.11.   Increased Costs......................................................33
2.12.   Illegality...........................................................34
2.13.   Capital Adequacy.....................................................34
2.14.   Payments and Computations............................................34
2.15.   Taxes 36
2.16.   Sharing of Payments, Etc.............................................38
2.17.   Letter of Credit Facility............................................38
2.18.   Settlement of Accounts...............................................43
2.19.   The Blocked Account..................................................43
2.20.   Term Commitments.....................................................44



                                   ARTICLE III
                              CONDITIONS PRECEDENT

3.1.    Conditions Precedent to the Effective Date...........................45
3.2.    Additional Conditions Precedent to the Effective Date................46
3.3.    Conditions Precedent to Each Loan and Letter of Credit...............48


                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES

4.1.    Corporate Existence; Compliance with Law.............................49
4.2.    Corporate Power; Authorization; Enforceable Obligations..............49
4.3.    Taxes 50
4.4.    Full Disclosure......................................................51
4.5.    Financial Matters....................................................51
4.6.    Litigation...........................................................52
4.7.    Margin Regulations...................................................52
4.8.    Ownership of the Borrowers and Subsidiaries..........................52
4.9.    ERISA 52
4.10.   Liens 54
4.11.   No Burdensome Restrictions; No Defaults..............................54
4.12.   No Other Ventures....................................................54
4.13.   Investment Company Act...............................................54
4.14.   Insurance............................................................54
4.15.   Labor Matters........................................................55
4.16.   Force Majeure........................................................55
4.17.   Use of Proceeds......................................................56
4.18.   Environmental Protection.............................................56
4.19.   Intellectual Property................................................57
4.20.   Title 57


                                    ARTICLE V
                               FINANCIAL COVENANT

5.1.    Limitation on Capital Expenditures...................................59
5.2.    Excess Availability..................................................60



                                   ARTICLE VI
                        ADDITIONAL AFFIRMATIVE COVENANTS

6.1.    Compliance with Laws, Etc............................................60
6.2.    Conduct of Business..................................................60
6.3.    Payment of Taxes, Etc................................................60
6.4.    Maintenance of Insurance.............................................61
6.5.    Preservation of Corporate Existence, Etc.............................61
6.6.    Access...............................................................61
6.7.    Keeping of Books.....................................................61
6.8.    Maintenance of Properties, Etc.......................................61
6.9.    Application of Proceeds..............................................62
6.10.   Financial Statements.................................................62
6.11.   Reporting Requirements...............................................63
6.12.   Employee Plans.......................................................66
6.13.   Fiscal Year..........................................................66
6.14.   Borrowing Base Determination.........................................66
6.15.   Environmental........................................................66
6.16.   Covenant to Guarantee Obligations and Give Security..................67
6.17.   Further Assurances...................................................68
6.18.   Performance of Related Documents.....................................69
6.19.   Priority.............................................................69
6.20.   Validity of Loan Documents...........................................69
6.21.   Conditions Subsequent................................................69


                                   ARTICLE VII
                               NEGATIVE COVENANTS

7.1.    Liens, Etc...........................................................72
7.2.    Indebtedness.........................................................73
7.3.    Lease Obligations....................................................74
7.4.    Restricted Payments..................................................75
7.5.    Mergers, Stock Issuances, Sale of Assets, Etc........................75
7.6.    Investments in Other Persons.........................................76
7.7.    Change in Nature of Business.........................................77
7.8.    Material Agreements..................................................77
7.9.    Accounting Changes...................................................77
7.10.   Transactions with Affiliates.........................................77






7.11.   Cancellation of Indebtedness Owed to It..............................78
7.12.   No New Subsidiaries..................................................78
7.13.   Capital Structure....................................................78
7.14.   No Speculative Transactions..........................................78
7.15.   Margin Regulations...................................................78
7.16.   Bank Accounts........................................................78
7.17.   Environmental Release................................................79
7.18.   Interim Order and Final Order........................................79
7.19.   Application to the Bankruptcy Court..................................79
7.20.   Chapter 11 Claims....................................................79
7.21.   Reclamation Claims; Bankruptcy Code Section 546(g)* Agreements.......79


                                  ARTICLE VIII
                                EVENTS OF DEFAULT

8.1.    Events of Default....................................................80
8.2.    Remedies.............................................................83
8.3.    Actions in Respect of Letters of Credit..............................83
8.4.    Term Loan Actionable Events..........................................85
8.5.    Application of Proceeds..............................................85


                                   ARTICLE IX
                                    THE AGENT

9.1.    Authorization and Action.............................................86
9.2.    Agent's Reliance, Etc................................................86
9.3.    Citibank, Citicorp and Affiliates....................................87
9.4.    Lender Party Credit Decision.........................................87
9.5.    Indemnification......................................................87
9.6.    Successor Agent......................................................88
9.7.    Agreement of Required Lenders........................................89


                                    ARTICLE X
                                  MISCELLANEOUS

10.1.   Amendments, Etc......................................................90
10.2.   Notices, Etc.........................................................91
10.3.   No Waiver; Remedies..................................................92
10.4.   Costs; Expenses; Indemnities.........................................92
10.5.   Right of Set-off.....................................................94






10.6.   Binding Effect.......................................................94
10.7.   Assignments and Participations.......................................94
10.8.   Governing Law........................................................97
10.9.   Submission to Jurisdiction...........................................97
10.10.  Section Titles.......................................................97
10.11.  Execution in Counterparts............................................97
10.12.  No Liability of the Issuers..........................................98
10.13.  Entire Agreement.....................................................98
10.14.  Confidentiality......................................................98
10.15.  Waiver of Jury Trial.................................................99

SCHEDULES
Schedule I       -  List of Issuers

Schedule II      -  Commitments

Schedule III     -  List of Applicable Lending Offices and Addresses for Notices

Schedule IV      -  Term Priority Collateral

Schedule 2.2     -  List of Eligible Signatories

Schedule 3.1     -  UCC Filing Jurisdictions

Schedule 4.3     -  Taxes

Schedule 4.6     -  Litigation

Schedule 4.8     -  List of Subsidiaries

Schedule 4.9     -  List of Plans

Schedule 4.10    -  List of Liens

Schedule 4.12    -  Joint Ventures

Schedule 4.15    -  Labor

Schedule 4.18    -  Environmental Protection

Schedule 4.20(a) -  List of Owned Real Estate

Schedule 4.20(b) -  List of Leased Real Estate

Schedule 4.20(c) -  Existing Options




Schedule 7.2     -  Existing Indebtedness

Schedule 7.3     -  Leases

Schedule 7.4     -  Restricted Payments

Schedule 7.6     -  Existing Investments

Schedule 7.10    -  Transactions with Affiliates

Schedule 7.16    -  Permitted Bank Accounts

EXHIBITS

Exhibit A-1 -    Form of Revolving Credit Note

Exhibit A-2 -    Form of Term Note

Exhibit B   -    Form of Notice of Borrowing

Exhibit C   -    Form of Letter of Credit Request

Exhibit D   -    Form of Notice of Conversion or Continuation

Exhibit E   -    Form of Assignment and Acceptance

Exhibit F   -    Form of Borrowing Base Certificate

Exhibit G-1 -    Form of Interim Order

Exhibit G-2 -    Form of Final Order

Exhibit H   -    Form of Security Agreement

Exhibit I   -    Form of Mortgage

Exhibit J-1 -    Opinion of Debevoise & Plimpton
              -- Special Counsel for the Borrowers

Exhibit J-2 -    Opinion of Reed Smith Shaw & McClay LLP
              -- Local Counsel for the Borrowers

Exhibit K   -    Form of Cash Collateral Account Agreement





                      DEBTOR IN POSSESSION CREDIT AGREEMENT


            DEBTOR IN  POSSESSION  CREDIT  AGREEMENT,  dated as of November  17,
2000, among  Wheeling-Pittsburgh  Corporation,  a Delaware  corporation ("WPC"),
Wheeling-Pittsburgh  Steel Corporation,  a Delaware  corporation  ("WPSC"),  W-P
Steel Venture Corporation,  a Delaware corporation ("Steel Venture"),  Consumers
Mining Company, a Pennsylvania  corporation  ("Consumers"),  W-P Coal Company, a
West Virginia corporation ("WP Coal"), Mingo Oxygen Company, an Ohio corporation
("Mingo"),  Monessen  Southwestern  Railway Company, a Pennsylvania  corporation
("Monessen"),  Wheeling-Empire  Company, a West Virginia corporation ("Empire"),
and  Pittsburgh-Canfield  Corporation,  a Pennsylvania  corporation  ("PCC", and
together with WPC, WPSC, Steel Venture,  Consumers, WP Coal, Mingo, Monessen and
Empire,   the  "Borrowers",   and  each,  a  "Borrower"),   each  a  debtor  and
debtor-in-possession  under Chapter 11 of the Bankruptcy Code 11 U.S.C.  Section
101 et seq., the  "Bankruptcy  Code") the financial  institutions  listed on the
signature  pages  hereof (each  individually  a "Lender"  and  collectively  the
"Lenders"),  Citibank,  N.A.  ("Citibank"),  as issuer of letters of credit (the
"Initial Issuing Bank"), and Citicorp USA, Inc. ("Citicorp"), as agent hereunder
for the  Lenders  (in  such  capacity,  together  with any  successor  appointed
pursuant to Article IX, the "Agent").


PRELIMINARY STATEMENTS:

            1. On November 16, 2000 (the "Filing  Date"),  the  Borrowers  filed
petitions  under  Chapter  11 of  the  Bankruptcy  Code  in  the  United  States
Bankruptcy Court for the Northern District of Ohio (the "Bankruptcy Court").

            2.  The  Borrowers  have  continued  to  operate  their   respective
businesses pursuant to Section 1107 and 1108 of the Bankruptcy Code.

            3.  The  Pre-Petition   Agent  (as  hereinafter   defined)  and  the
Pre-Petition  Lenders (as hereinafter  defined) entered into a Third Amended and
Restated  Credit  Agreement  dated  as  of  April  30,  1999,  as  amended  (the
"Pre-Petition  Credit  Agreement"),  with  WPSC  and  WPSC  and  certain  of its
Affiliates (as hereinafter defined) entered into the Pre-Petition Securitization
Program (as hereinafter  defined),  each of which  transactions  were secured by
certain of the Pre-Petition Collateral (as hereinafter defined).

            4. The Borrowers and their  Subsidiaries  have an immediate need for
funds to continue to operate their businesses.

            5.  The  Borrowers  have  requested  that  the  Lenders  lend to the
Borrowers up to $290,000,000  pursuant to Sections  105(a),  362, and 364(c)(1),
(2) and (3) of the  Bankruptcy  Code in  order  to  refinance  the  Pre-Petition
Obligations (as hereinafter defined),  provide working capital for the Borrowers
and their Subsidiaries, and for other general corporate purposes.

            6. The Borrowers have agreed to secure the Obligations  with,  inter
alia,  first priority  liens on and security  interests in (subject to Permitted
Liens (as hereinafter  defined)) all property and interests,  real and personal,
tangible and  intangible,  of the  Borrowers,  whether now owned or  hereinafter






acquired,  all on the terms and  conditions  set forth in the Loan Documents (as
hereinafter defined), in accordance with Sections 105(a), 362 and 364(c)(1), (2)
and (3) of the Bankruptcy Code.

            7. The Lenders have indicated their willingness to lend such amounts
pursuant to Sections 105(a),  362, and 364(c)(1),  (2) and (3) of the Bankruptcy
Code on the terms and conditions of this Agreement.

            NOW,  THEREFORE,  in consideration of the premises and the covenants
and agreements contained herein, the parties hereto hereby agree as follows:

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

            1.1.  Defined Terms. As used in this Agreement,  the following terms
have the following  meanings (such meanings to be equally applicable to both the
singular and plural forms of the terms defined):

            "Affiliate"  means, as to any Person,  any Subsidiary of such Person
and any other Person which,  directly or indirectly,  controls, is controlled by
or is under  common  control  with such  Person  and  includes  each  officer or
director or general partner of such Person, and each Person who is the direct or
indirect  beneficial  owner of 15% or more of any class of voting  Stock of such
Person or,  with  respect to any  Borrower,  of WHX.  For the  purposes  of this
definition,  "control"  means the possession of the power to direct or cause the
direction  of  management  and  policies  of such  Person,  whether  through the
ownership of voting securities, by contract or otherwise.

            "Agent" has the meaning  specified in the recital of parties to this
Agreement.

            "Agent's  Account" means the account of the Agent  maintained by the
Agent at Citibank at its office at 399 Park  Avenue,  New York,  New York 10043,
Account No. 3682 2248, Attention: Keith Karako.

            "Agreement"  means  this  Debtor  in  Possession  Credit  Agreement,
together  with all Exhibits and  Schedules  hereto,  as the same may be amended,
supplemented or otherwise modified from time to time.

            "Applicable  Lending  Office"  means,  with  respect to each  Lender
Party,  its  Domestic  Lending  Office in the case of a Base Rate Loan or a Term
Loan and its Eurodollar Lending Office in the case of a Eurodollar Rate Loan.

            "Applicable  Margin"  means,  as of any date, a percentage per annum
determined by reference to the  Performance  Level in effect on such date as set
forth below:

                                       2




Performance    Applicable Margin for     Applicable Margin for     Applicable Margin for
   Level          Base Rate Loans        Eurodollar Rate Loans     Letter of Credit Fees
   -----          ---------------        ---------------------     ---------------------

    I                   1.75%                   2.75%                     2.50%
    II                  2.00%                   3.00%                     2.75%
    III                 2.25%                   3.25%                     3.00%


provided  that,  for the period  commencing on the Effective  Date and ending on
June 30, 2001, the Applicable Margin shall be as set forth opposite  Performance
Level II.  Commencing with the month ending July 31, 2001, the Applicable Margin
shall be  adjusted  monthly  as of the first day of each  month  based  upon the
Excess  Availability as of such date and the average Excess Availability for the
immediately  preceding month. If the Excess Availability on the first day of any
month   corresponds  to  the  same  Performance  Level  as  the  average  Excess
Availability  for the previous month,  such  Performance  Level shall be used to
determine the Applicable  Margin;  otherwise the Applicable Margin for any month
shall be that which  corresponds to the higher of such Performance  Levels (with
Level III being the highest level and Level I the lowest).

Notwithstanding   anything  to  the  contrary   herein   contained,   if  Excess
Availability  is less than  $30,000,000 on any day, the Applicable  Margin shall
immediately  be adjusted to that rate set forth in Level III and shall remain at
such rate  (regardless of compliance  with any  Performance  Level) until Excess
Availability has exceeded $30,000,000 for thirty (30) consecutive days.

            "Applicable  Percentage"  means,  as of any date, a  percentage  per
annum determined by reference to the Performance Level in effect on such date as
set forth below:

         Performance Level                      Applicable Percentage
         -----------------                      ---------------------
                I                                      0.500%
                II                                     0.500%
                III                                    0.625%

provided  that,  for the period  commencing on the Effective  Date and ending on
June  30,  2001,  the  Applicable  Percentage  shall  be as set  forth  opposite
Performance  Level II.  Commencing  with the month  ending  July 31,  2001,  the
Applicable  Percentage  shall be  adjusted  monthly  as of the first day of each
month based upon  Excess  Availability  as of such date and the  average  Excess
Availability for the immediately  preceding month. If the Excess Availability on
the first  day of any month  corresponds  to the same  Performance  Level as the
average daily Excess Availability for the previous month, such Performance Level
shall be used to determine the Applicable Percentage;  otherwise, the Applicable
Percentage  for any month shall be that which  corresponds to the higher of such
Performance  Levels  (with  Level III being  the  highest  level and Level I the
lowest).

Notwithstanding   anything  to  the  contrary   herein   contained,   if  Excess
Availability  is less than  $30,000,000  on any day, the  Applicable  Percentage
shall  immediately  be  adjusted  to that  rate set forth in Level III and shall
remain at such rate (regardless of compliance with any Performance  Level) until
Excess Availability has exceeded $30,000,000 for thirty (30) consecutive days.

                                       3



            "Appropriate  Lender" means,  at any time,  with respect to the Term
Facility or the Revolving Credit  Facility,  a Lender that has a Commitment with
respect to such Facility at such time.

            "Approved  Fund"  means,  with  respect to any Lender that is a fund
that  invests in bank  loans,  any other fund that  invests in bank loans and is
advised  or  managed  by the same  investment  advisor  as such  Lender or by an
Affiliate of such investment advisor.

            "Assignment  and  Acceptance"  means an  assignment  and  acceptance
entered into by a Lender and an Eligible Assignee,  and accepted by the Agent in
accordance with Section 10.7 and in substantially the form of Exhibit E.

            "Assuming Lender" has the meaning specified in Section 2.20(d).

            "Assumption Agreement" has the meaning specified in Section 2.20(d).

            "Availability  Reserves"  means such reserves as the Agent from time
to time determines in the Agent's discretion as being appropriate to reflect the
impediments to the Agent's ability to realize upon the Collateral.

            "Bankruptcy  Code"  has the  meaning  specified  in the  Preliminary
Statements.

            "Bankruptcy  Court" has the  meaning  specified  in the  Preliminary
Statements.

            "Base Rate" means, for any period,  a fluctuating  interest rate per
annum as shall be in effect  from time to time,  which  rate per annum  shall be
equal at all times to the highest of:

            (a) the rate of interest announced publicly by Citibank in New York,
New York, from time to time, as Citibank's base rate; and

            (b) the sum (adjusted to the nearest 1/4 of one percent or, if there
is no nearest 1/4 of one percent,  to the next higher 1/4 of one percent) of (i)
1/2 of one percent per annum,  plus (ii) the rate per annum obtained by dividing
(A) the latest  three-week  moving average of secondary  market morning offering
rates in the United  States  for  three-month  certificates  of deposit of major
United States money market banks,  such three-week  moving average  (adjusted to
the basis of a year of 360 days) being determined  weekly on each Monday (or, if
any such day is not a Business Day, on the next succeeding Business Day) for the
three-week period ending on the previous Friday by Citibank on the basis of such
rates reported by certificate of deposit dealers to and published by the Federal
Reserve  Bank of New  York  or,  if  such  publication  shall  be  suspended  or
terminated,  on the basis of quotations for such rates received by Citibank from
three New York certificate of deposit dealers of recognized standing selected by
Citibank,  by (B) a  percentage  equal to 100%  minus the  average  of the daily
percentages specified during such three-week period by the Board of Governors of
the  Federal  Reserve  System (or any  successor)  for  determining  the maximum
reserve requirement (including, without limitation, any emergency,  supplemental
or other marginal  reserve  requirement)  for Citibank in respect of liabilities
consisting of or including  (among other  liabilities)  three-month  U.S. dollar
nonpersonal  time deposits in the United  States,  plus (iii) the average during
such three-week  period of the annual assessment rates estimated by Citibank for

                                       4



determining  the then  current  annual  assessment  payable by  Citibank  to the
Federal  Deposit  Insurance  Corporation  (or any  successor)  for insuring U.S.
dollar deposits of Citibank in the United States; and

            (c) the sum  (adjusted to the nearest one percent or, if there is no
nearest  one  percent,  to the next  higher one  percent) of (i) one percent per
annum plus (ii) the Federal Funds Rate.

            "Base Rate Loan" means any outstanding principal amount of the Loans
of any Lender Party that bears interest with reference to the Base Rate.

            "Blocked Account" has the meaning specified in Section 2.19.

            "Blocked  Account Letter" means the letter  agreement,  dated August
17, 1994,  executed by WPSC and the Agent and  acknowledged and agreed to by PNC
Bank,   National   Association,   as  such  letter  agreement  may  be  amended,
supplemented  or otherwise  modified  from time to time in  accordance  with the
terms hereof.

            "Borrower   Consolidated   Group"   means  each   Borrower  and  its
Subsidiaries.

            "Borrowers'  Professionals" means all Persons retained or engaged by
any Borrower as  professional  persons  within the meaning of Section 327 of the
Bankruptcy Code.

            "Borrowing" means each of a Revolving Credit Borrowing, a Swing Loan
Borrowing and a Term Borrowing.

            "Borrowing Base" means, at any time of calculation,  an amount equal
to

            (a) up to 85% of (i) the face amount of Eligible  Receivables  minus
(ii) Receivables Reserves, plus

            (b) up to a  percentage  of the  lower  of cost or  market  value of
various  categories of Eligible  Inventory at such time, as set forth in Exhibit
F, minus (ii)  Inventory  Reserves;  provided  that,  in no event shall  amounts
available  to be  borrowed  under  this  clause  (b) ever  constitute  more than
$175,000,000, minus

            (c) the then amount of all Availability Reserves, minus

            (d) the Term Loan To Value Reserve.

            "Borrowing  Base  Certificate"  means a certificate of the Borrowers
substantially in the form of Exhibit F.

            "Business  Day"  means a day of the  year  on  which  banks  are not
required or authorized  by law to close in New York City and, if the  applicable
Business Day relates to a Eurodollar Rate Loan, a day on which dealings are also
carried on in the London interbank market.




            "Capital  Expenditures"  means,  for any Person for any period,  the
aggregate  of all  expenditures  by such  Person  and its  Subsidiaries,  except
interest capitalized during construction, during such period for property, plant
or   equipment,   including,   without   limitation,   renewals,   improvements,
replacements  and capitalized  repairs,  that would be reflected as additions to
property,  plant or equipment on a consolidated balance sheet of such Person and
its  Subsidiaries  prepared  in  accordance  with GAAP.  For the purpose of this
definition,  the purchase  price of equipment  which is acquired  simultaneously
with the  trade-in  of  existing  equipment  owned by such  Person or any of its
Subsidiaries   or  with   insurance   proceeds  shall  be  included  in  Capital
Expenditures  only to the extent of the gross amount of such purchase price less
the amount of the credit granted by the seller of such equipment being traded in
at such time or the amount of such proceeds, as the case may be.

            "Capitalized  Lease" means, as to any Person,  any lease of property
by such Person as lessee which would be  capitalized  on a balance sheet of such
Person prepared in accordance with GAAP.

            "Capitalized  Lease  Obligations"  means,  as  to  any  Person,  the
capitalized  amount of all obligations of such Person or any of its Subsidiaries
under Capitalized  Leases,  as determined on a consolidated  basis in accordance
with GAAP.

            "Carve-Out"  means  an  amount  not  exceeding  the  sum of (a)  the
Mandatory  Fees and (b)  $3,500,000,  which amount may be used by the  Borrowers
after  the  occurrence  and  during  the  continuance  of an Event  of  Default,
notwithstanding  the Agent's  security  interests for the benefit of the Secured
Parties in the  Collateral  and the  Agent's  rights  hereunder,  to pay fees or
expenses that have been awarded by the Bankruptcy Court (whether before or after
such Event of  Default)  and are unpaid or that are  incurred  by the  Borrowers
constituting   (i)  allowances  of   compensation   for  services   rendered  or
reimbursement or expenses awarded by the Bankruptcy Court under Sections 330 and
331 of the  Bankruptcy  Code or  otherwise,  to Borrowers'  Professionals,  (ii)
allowances of compensation  for services  rendered or  reimbursement of expenses
awarded by the Bankruptcy Court under Section 330 or 331 of the Bankruptcy Code,
to other  Professionals,  (iii)  fees  required  to be paid to the Office of the
United States Trustee under Section  1930(a),  Title 28, United States Code, and
(iv) the actual, necessary expenses, other than compensation,  and reimbursement
pursuant to Section 503(b)(4) of the Bankruptcy Code,  incurred by a member of a
committee  appointed under Section 1102 of the Bankruptcy Code, if such expenses
are incurred in the  performance of the duties of such committee and are allowed
by the Bankruptcy Court; provided,  however, that such dollar limitation on fees
and  disbursements  shall not include any retainer  fees paid to the  Borrowers'
Professionals prior to the Filing Date and shall not be reduced by the amount of
any  compensation  and  reimbursement  of expenses awarded and paid prior to the
occurrence  of the Event of Default in respect of which the Carve-Out is invoked
or any fees,  expenses,  indemnities  or other  amounts  paid to the Agent,  the
Lenders and their attorneys and agents under this Agreement or otherwise.

            "Cases" means the cases of the  Borrowers  pursuant to Chapter 11 of
the Bankruptcy Code pending in the Bankruptcy Court.

            "Cash Collateral  Account  Agreement" means the amended and restated
cash collateral agreement, dated as of the date hereof, executed by WPSC and the

                                       6



Agent,  substantially in the form of Exhibit L, as such agreement may be further
amended, supplemented or modified from time to time.

            "Cash  Equivalents" means (i) securities with maturities of one year
or less from the date of  acquisition  issued or fully  guaranteed or insured by
the United States  government or any agency thereof and backed by the full faith
and credit of the United States,  (ii) certificates of deposit,  eurodollar time
deposits,  overnight bank deposits and bankers'  acceptances of any Lender Party
having  maturities  of one  year or less  from the  date of  acquisition,  (iii)
commercial  paper of an issuer  rated at least A-1 by Standard & Poor's  Ratings
Group or P-1 by Moody's  Investors  Service,  Inc.,  or carrying  an  equivalent
rating by a nationally  recognized rating agency if both of the two named rating
agencies cease publishing ratings of investments, and (iv) repurchase agreements
and reverse  repurchase  agreements  relating to marketable  direct  obligations
issued or  unconditionally  guaranteed by the United States Government or issued
by any  agency  thereof  and  backed by the full  faith and credit of the United
States,  in each case  maturing  within  one year from the date of  acquisition,
provided that (x) the terms of such  agreements  comply with the  guidelines set
forth in the  Federal  Financial  Agreements  of  Depository  Institutions  with
Securities  and Others,  as adopted by the  Comptroller  of the Currency and (y)
such agreements are entered into with the Agent or any Lender Party.

            "Citibank"  has the meaning  specified  in the recital of parties to
this Agreement.

            "Citicorp"  has the meaning  specified  in the recital of parties to
this Agreement.

            "Code"  means the Internal  Revenue  Code of 1986 (or any  successor
legislation thereto), as amended from time to time.

            "Co-Generation   Agreement"   means  that  certain  Energy  Services
Agreement  dated as of  October  3,  1994 by and  between  Air  Liquide  America
Corporation (as successor to National Power Exchange Group, Inc. pursuant to the
Asset Purchase  Agreement  between Air Liquide America  Corporation and National
Power  Exchange  Group,  Inc. dated March 25, 1996) and WPSC, as the same may be
amended, modified or supplemented from time to time.

            "Collateral"  means all  "Collateral"  referred to in the Collateral
Documents and all other property and interests in property and proceeds  thereof
that is or is  intended  to be  subject  to a Lien in favor of the Agent for the
benefit of the Secured Parties.

            "Collateral  Documents"  means  the  Security  Agreement,  the  Cash
Collateral Account Agreement,  the Blocked Account Letter, the Mortgages and any
other  document  that creates or purports to create a Lien in favor of the Agent
for the benefit of the Secured Parties in connection with the Loan Documents.

            "Commitment"   means  a  Revolving  Credit   Commitment  or  a  Term
Commitment.

            "Commitment Date" has the meaning specified in Section 2.20(b).

            "Commitment Fee" has the meaning specified in Section 2.3(a).

            "Commitment Increase" has the meaning specified in Section 2.20(a).

                                       7



            "Computation Date" has the meaning assigned to it in Section 2.18.

            "Concentration  Account"  has  the  meaning  specified  in the  Cash
Collateral Account Agreement.

            "Consolidated" refers to the consolidation of accounts in accordance
with GAAP.

            "Contaminant"  means any substance regulated or forming the basis of
liability under any Environmental Law, including, without limitation, any waste,
pollutant, hazardous substance, toxic substance, hazardous waste, special waste,
petroleum or  petroleum-derived  substance or waste,  or any constituent of such
substance or waste.

            "Contingent  Obligation" means, as applied to any Person, any direct
or indirect liability,  contingent or otherwise,  of such Person with respect to
any Indebtedness or Contractual  Obligation of another Person, if the purpose or
intent of such  Person in  incurring  the  Contingent  Obligation  is to provide
assurance to the obligee of such  Indebtedness  or Contractual  Obligation  that
such Indebtedness or Contractual Obligation will be paid or discharged,  or that
any agreement relating thereto will be complied with, or that any holder of such
Indebtedness  or Contractual  Obligation will be protected (in whole or in part)
against loss in respect  thereof.  Contingent  Obligations of a Person  include,
without  limitation,  (a) the direct or indirect  guarantee,  endorsement (other
than for collection or deposit in the ordinary  course of business),  co-making,
discounting  with recourse or sale with recourse by such Person of an obligation
of another  Person,  and (b) any  liability of such Person for an  obligation of
another Person through any agreement  (contingent or otherwise) (i) to purchase,
repurchase or otherwise acquire such obligation or any security therefor,  or to
provide  funds for the payment or discharge of such  obligation  (whether in the
form of a loan,  advance,  stock purchase,  capital  contribution or otherwise),
(ii) to maintain  the  solvency or any  balance  sheet item,  level of income or
financial  condition of another  Person,  (iii) to make  take-or-pay  or similar
payments,  if  required,  regardless  of  non-performance  by any other party or
parties to an agreement,  (iv) to purchase,  sell or lease (as lessor or lessee)
property, or to purchase or sell services, primarily for the purpose of enabling
the debtor to make  payment of such  obligation  or to assure the holder of such
obligation against loss, or (v) to supply funds to or in any other manner invest
in such other  Person  (including,  without  limitation,  to pay for property or
services  irrespective of whether such property is received or such services are
rendered),  if in the case of any agreement described under subclause (i), (ii),
(iii),  (iv) or (v) of this sentence the primary purpose or intent thereof is as
described in the preceding  sentence.  The amount of any  Contingent  Obligation
shall be equal to the  amount  of the  obligation  so  guaranteed  or  otherwise
supported,  except to the extent exposure of the contingent obligor is expressly
limited to a lesser amount.

            "Contractual   Obligation"  of  any  Person  means  any  obligation,
agreement,  undertaking  or similar  provision  of any  security  issued by such
Person or of any agreement,  undertaking,  contract, lease, indenture, mortgage,
deed of trust or other instrument to which such Person is a party or by which it
or any of its property is bound or to which any of its properties is subject.

            "Default"  means an Event of  Default  or any event  which  with the
passing  of time or the  giving  of  notice  or both  would  become  an Event of
Default.

                                       8




            "DOL" means the United States  Department of Labor, or any successor
thereto.

            "Dollars"  and the sign "$" each mean the lawful money of the United
States of America.

            "Domestic  Lending Office" means,  with respect to any Lender Party,
the office of such Lender  Party  specified  as its  "Domestic  Lending  Office"
opposite  its  name  on  Schedule  III or in  the  Assumption  Agreement  or the
Assignment  and  Acceptance  pursuant to which it became a Lender Party,  as the
case may be, or such other  office of such Lender Party as such Lender Party may
from time to time specify in writing to the Borrowers and the Agent.

            "Effective  Date"  means the first  date that all of the  conditions
contained in Article III are satisfied.

            "Eligible  Assignee" means (a) with respect to the Revolving  Credit
Facility:  (i) a Lender, (ii) any Affiliate of a Lender, (iii) a commercial bank
or finance company organized under the laws of the United States of America,  or
any state thereof,  and having total assets in excess of $1,000,000,000;  (iv) a
commercial  bank organized under the laws of any other country which is a member
of the  Organization  for Economic  Cooperation and Development  ("OECD"),  or a
political  subdivision of any such country, and having total assets in excess of
$3,000,000,000,  provided  that such  bank is  acting  though a branch or agency
located in the country in which it is  organized or another  country  which is a
member of the OECD; (v) the central bank of any country which is a member of the
OECD;  and (vi) any other  financial  institution  approved  in  writing  by the
Borrowers and the Agent as an Eligible  Assignee for purposes of this Agreement;
provided that the  Borrowers'  approval  shall not be  unreasonably  withheld or
delayed and, if a Default shall have occurred and be continuing, approval of the
Borrower shall not be required; and (b) with respect to the Term Facility: (i) a
Lender,  (ii) any Affiliate of a Lender,  (iii) an Approved Fund of a Lender and
(iv) such other Persons that engage in or purchase loans of the same type as the
Term Loans and are acceptable to the Agent. Without limitation on the foregoing,
the Borrowers may withhold their consent of any such other financial institution
if the  proposed  assignment  of any  portion of any Lender  Party's  rights and
obligations  under this  Agreement  to such other  financial  institution  would
materially increase the amount of Taxes required to be deducted by the Borrowers
from or in respect of any sum payable under the Loan Documents (determined as of
the date on which such  other  financial  institution  is  proposed  to become a
Lender Party hereunder).

            "Eligible  Inventory"  means such of the  Inventory of the Borrowers
valued  at the  lower of  market  or cost on a first in first  out  basis as the
Agent, in its sole discretion  consistent with its customary  business practices
and generally  applicable  criteria for  comparable  secured  financings,  deems
eligible, less all reserves as the Agent, in its sole discretion consistent with
its  customary  business  practices  and  generally   applicable   criteria  for
comparable  secured  financings,  from time to time deems  appropriate.  For the
purposes of this definition, the Agent will not treat the following Inventory as
eligible:

            (a) Inventory in transit;

                                       9



            (b) Inventory held by a bailee or Inventory held on leased  premises
      where  the  landlord  thereof  has not  executed  a waiver  and  financing
      statement in form and substance satisfactory to the Agent; and

            (c)  Inventory  subject to a Lien prior in right to that of the Lien
      in favor of the Secured Parties or subject to any other Lien not permitted
      by Section 7.1.

            Nothing contained in the preceding  sentence shall limit the Agent's
right, in its sole discretion  consistent with its customary  business practices
and generally  applicable criteria for comparable secured  financings,  to treat
any item of Inventory as ineligible.

            "Eligible   Receivables"  means  such  of  the  Receivables  of  the
Borrowers as the Agent,  in its sole  discretion  consistent  with its customary
business  practices and generally  applicable  criteria for  comparable  secured
financings,  deems  eligible,  less  all  reserves  as the  Agent,  in its  sole
discretion  consistent  with its  customary  business  practices  and  generally
applicable criteria for comparable secured  financings,  from time to time deems
appropriate.  For the purposes of this definition,  the Agent will not treat the
following Receivables as eligible:

            (a) Receivables that do not arise out of sales of goods or rendering
      of services in the ordinary course of the business of the Borrowers (other
      than Receivables owing from Thyssen Inc. as the result of the provision of
      conversion services by the Borrowers);

            (b) Receivables on terms other than those normal or customary in the
      business of the Borrowers (other than Receivables  owing from Thyssen Inc.
      as the result of the provision of conversion services by the Borrowers);

            (c)  Receivables  owing from any Person that is an  Affiliate of any
      Borrower or any of its Subsidiaries, other than Wheeling-Nisshin, Unimast,
      Inc. and Subsidiaries of Handy & Harman and, when circumstances related to
      ownership, management and financial condition of Ohio Coatings Company are
      acceptable to the Agent, Ohio Coatings Company;

            (d) Receivables  more than 90 days past the original invoice date or
      more than 60 days past the date due;

            (e) Receivables owing from any Person from which an aggregate amount
      of more than 50% of the Receivables owing is more than 60 days past due;

            (f)  Receivables  owing  from  any  Person  that  (i)  has  disputed
      liability for any Receivable owing from such Person,  to the extent of the
      amount in  dispute or (ii) has  otherwise  asserted  any claim,  demand or
      liability against any Borrower,  whether by action, suit,  counterclaim or
      otherwise, to the extent of the amount of such claim, demand or liability;

            (g) Receivables  owing from any Person that is at such time a debtor
      in any action or proceeding under the Bankruptcy Code or any similar state
      statute;

                                       10



            (h) Receivables (i) owing from any Person that is also a supplier to
      or  creditor  of any  Borrower to the extent of the amount of any right of
      set-off,  unless  such Person has waived all rights of set-off in a manner
      acceptable  to the  Agent  or  (ii)  representing  any  manufacturer's  or
      supplier's  credits,  discounts,  incentive plans or similar  arrangements
      entitling any Borrower to discounts on future purchase therefrom;

            (i) Receivables  arising out of sales to account debtors outside the
      United  States or Canada  other than account  debtors in the  provinces of
      Quebec  and other  provinces  identified  by the  Agent in its  reasonable
      discretion  unless such  Receivables  are fully  backed by an  irrevocable
      letter  of  credit  on  terms,  and  issued  by a  financial  institution,
      acceptable  to the Agent and such  irrevocable  letter of credit is in the
      possession of the Agent;

            (j) Receivables arising out of sales on a bill-and-hold,  guaranteed
      sale, sale-or-return,  sale on approval or consignment basis or subject to
      any right of return or charge-back (to the extent of such right);

            (k)  Receivables  owing  from an account  debtor  that is an agency,
      department or instrumentality of the United States or any State thereof;

            (l)  Receivables  the full and timely  payment of which the Agent in
      its sole discretion believes to be doubtful; and

            (m)  Receivables in respect of which the Security  Agreement,  after
      giving  effect to the related  filings of financing  statements  that have
      then  been  made,  if any,  does not or has  ceased  to create a valid and
      perfected first priority Lien in favor of the Agent for the benefit of the
      Secured Parties securing the Secured Obligations.

            Nothing contained in the preceding  sentence shall limit the Agent's
right, in its sole discretion  consistent with its customary  business practices
and generally  applicable criteria for comparable secured  financings,  to treat
any Receivable as ineligible.

            "Environmental  Laws"  means all  federal,  state  and  local  laws,
statutes,  ordinances and regulations,  now or hereafter in effect,  and in each
case as  amended  or  supplemented  from  time to  time,  and  any  judicial  or
administrative   interpretation  thereof,  including,  without  limitation,  any
judicial or  administrative  order,  consent decree or judgment  relating to the
regulation and protection of human health,  safety,  the  environment or natural
resources   (including,   without   limitation,   ambient  air,  surface  water,
groundwater,  wetlands,  land surface or subsurface  strata,  wildlife,  aquatic
species and vegetation).

            "Environmental  Liabilities and Costs" means, as to any Person,  all
liabilities, obligations,  responsibilities,  Remedial Actions, losses, damages,
punitive  damages,  consequential  damages,  treble damages,  costs and expenses
(including, without limitation, all fees, disbursements and expenses of counsel,
experts and consultants,  and costs of investigation  and feasibility  studies),
fines, penalties, sanctions and interest incurred (either as an expense or other
charge  or as would be  included  on the  liabilities  side of the  consolidated
balance  sheet of such  Person  and its  Subsidiaries  or, if the amount and the
liability is fixed,  in a footnote  thereto) or reserved  against as a result of

                                       11



any claim or  demand  by any other  Person,  whether  based in  contract,  tort,
implied  or express  warranty,  strict  liability,  criminal  or civil  statute,
including,  without limitation, any thereof arising under any Environmental Law,
Permit, order or agreement with any Governmental  Authority or other Person, and
which relate to any environmental,  health or safety condition,  or a Release or
threatened  Release,  and result from the past,  present or future operations of
such Person or any of its Subsidiaries.

            "Environmental  Lien"  means  any Lien in favor of any  Governmental
Authority for Environmental Liabilities and Costs.

            "ERISA" means the Employee  Retirement  Income  Security Act of 1974
(or any successor  legislation  thereto),  as amended from time to time, and the
regulations promulgated and rulings issued thereunder.

            "ERISA  Affiliate"  means  any  trade or  business  (whether  or not
incorporated)  under common control with any Borrower or any of its Subsidiaries
within the meaning of Section 414 (b), (c), (m) or (o) of the Code.

            "ERISA  Event" means (i) a Reportable  Event with respect to a Title
IV Plan or a Multiemployer Plan (other than the Reportable Event under PBGC Reg.
ss.4043.35 as a result of the commencement of the Cases); (ii) the withdrawal of
any Borrower or any of its  Subsidiaries  or any ERISA Affiliate from a Title IV
Plan  subject  to  Section  4063 of ERISA  during a plan  year in which it was a
substantial  employer,  as  defined in Section  4001(a)(2)  of ERISA;  (iii) the
complete or partial withdrawal of any Borrower or any of its Subsidiaries or any
ERISA  Affiliate  from any  Multiemployer  Plan;  (iv) the filing of a notice of
intent to terminate a Title IV Plan or the  treatment  of a plan  amendment as a
termination  under Section 4041 of ERISA;  (v) the institution of proceedings to
terminate a Title IV Plan or Multiemployer Plan by the PBGC; (vi) the failure to
make  required  contributions  to a  Qualified  Plan;  (vii) any other  event or
condition which might reasonably be expected to constitute grounds under Section
4042 of ERISA  for the  termination  of,  or the  appointment  of a  trustee  to
administer,  any Title IV Plan or  Multiemployer  Plan or the  imposition of any
liability  under  Title  IV of  ERISA,  other  than  PBGC  premiums  due but not
delinquent under Section 4007 of ERISA, excluding any such event or condition to
the  extent  that the PBGC has,  prior to the date  hereof,  (A) waived any such
termination,  appointment  or  imposition as a result of such event or condition
and each of the  Borrowers  and their  respective  Subsidiaries  and each of the
ERISA Affiliates are in compliance with all applicable  requirements of any such
waiver or (B) consented to the occurrence of such event or the existence of such
condition in  circumstances  that could not  reasonably be expected to result in
any liability of any Borrower or any of its  Subsidiaries or any ERISA Affiliate
after the date hereof; (viii) a prohibited  transaction (as described in Section
4975 of the Code or Section 406 of ERISA) that occurs with  respect to any Plan;
(ix) the request by any Borrower, any of its Subsidiaries or any ERISA Affiliate
for a minimum  funding  waiver from the IRS with respect to any Pension Plan; or
(x) the  occurrence of a transaction in the  circumstances  described in Section
4069 of ERISA with respect to a Title IV Plan.

            "Equipment" has the meaning specified in the Security Agreement

            "Eurocurrency  Liabilities" has the meaning assigned to that term in
Regulation  D of the Board of  Governors of the Federal  Reserve  System,  as in
effect from time to time.

                                       12



            "Eurodollar Lending Office" means, with respect to any Lender Party,
the office of such Lender specified as its "Eurodollar Lending Office" below its
name on Schedule III or in the Assignment  and  Acceptance  pursuant to which it
became a Lender  Party,  as the case may be (or, if no such office is specified,
its Domestic Lending Office),  or such other office of such Lender Party as such
Lender Party may from time to time specify in writing to the  Borrowers  and the
Agent.

            "Eurodollar  Rate" means, for any Interest Period,  an interest rate
per  annum  equal to the rate per annum  obtained  by  dividing  (a) the rate of
interest  determined  by the  Agent to be the  average  (rounded  upward  to the
nearest  whole  multiple of 1/16 of 1% per annum,  if such average is not such a
multiple) of the rate per annum at which  deposits in Dollars are offered by the
principal  office of  Citibank  in London,  England to prime banks in the London
interbank  market at 11:00 A.M. (London time) two Business Days before the first
day for such Interest Period in an amount  substantially equal to the Eurodollar
Rate Loan of Citicorp during such Interest Period and for a period equal to such
Interest  Period by (b) a  percentage  equal to 100% minus the  Eurodollar  Rate
Reserve Percentage for such Interest Period.

            "Eurodollar Rate Loan" means any outstanding principal amount of the
Loans of any Lender Party that, for an Interest Period, bears interest at a rate
determined with reference to the Eurodollar Rate.

            "Eurodollar  Rate Reserve  Percentage" for any Interest Period means
the reserve percentage applicable two Business Days before the first day of such
Interest  Period  under  regulations  issued  from  time to time by the Board of
Governors of the Federal  Reserve System (or any successor) for  determining the
maximum  reserve  requirement  (including,  without  limitation,  any emergency,
supplemental  or other marginal  reserve  requirement)  for a member bank of the
Federal  Reserve  System in New York City with respect to  liabilities or assets
consisting  of or  including  Eurocurrency  Liabilities  (or with respect to any
other category of liabilities  which includes deposits by reference to which the
Eurodollar Rate is determined) having a term equal to such Interest Period.

            "Event of Default" has the meaning specified in Section 8.1.

            "Excess  Availability"  means, as of any date of determination,  the
excess of (a) the lesser of the Borrowing Base or the aggregate Revolving Credit
Commitments,  over (b) the sum of the outstanding  Revolving Credit Loans, Swing
Loans and Letter of Credit Obligations on such date.

            "Fabricating   Joint  Ventures"  means,   collectively,   the  joint
ventures,  corporations or partnerships owned by any Borrower (or a wholly owned
Subsidiary  of any Borrower)  which may make  acquisitions  of businesses  whose
primary  operations  are  fabricating,  coating  or  other  processing  of steel
products.

            "Fair Market  Value" means (i) with respect to any asset (other than
a marketable security) at any date, the value of the consideration obtainable in
a sale of such  asset at such  date  assuming  a sale by a  willing  seller to a
willing purchaser dealing at arm's length and arranged in an orderly manner over
a reasonable period of time having regard to the nature and  characteristics  of

                                       13




such  asset or,  if such  asset  shall  have been the  subject  of a  relatively
contemporaneous  appraisal by an independent  third party  appraiser,  the basic
assumptions  underlying which have not materially changed since its date, as set
forth in such appraisal, and (ii) with respect to any marketable security at any
date,  the closing sale price of such security on the business day (on which any
national  securities  exchange is open for the normal  transaction  of business)
next  preceding  such date, as appearing in any  published  list of any national
securities  exchange or in the National Market List of the National  Association
of Securities  Dealers,  Inc. or, if there is no such closing sale price of such
security,  the  average  of the asked and bid prices  for the  purchase  of such
security at face value quoted on such business day by a financial institution of
recognized standing which regularly deals in securities of such type.

            "Federal Funds Rate" means, for any period,  a fluctuating  interest
rate per annum equal for each day during such period to the weighted  average of
the rates on overnight  Federal funds  transactions  with members of the Federal
Reserve System arranged by Federal funds brokers, as published for such day (or,
if such day is not a Business Day, for the next  preceding  Business Day) by the
Federal  Reserve Bank of New York,  or, if such rate is not so published for any
day which is a Business Day, the average of the  quotations for such day on such
transactions  received  by  the  Agent  from  three  Federal  funds  brokers  of
recognized standing selected by it.

            "Filing  Date"  has  the  meaning   specified  in  the   Preliminary
Statements.

            "Final Order" has the meaning specified in Section 3.3(b).

            "First Day Orders"  means those orders  presented to the  Bankruptcy
Court in the Cases for  consideration on the first day of the Cases,  regardless
of  whether  such  orders  are  entered on the first day of the Cases or shortly
thereafter.

            "Fiscal Month" means one calendar month.

            "Fiscal  Quarter"  means each three month period ending on March 31,
June 30, September 30 or December 31.

            "Fiscal Year" means the 12 month period ending on December 31.

            "GAAP" means generally accepted accounting  principles in the United
States of  America as in effect  from time to time as set forth in the  opinions
and pronouncements of the Accounting Principles Board and the American Institute
of Certified  Public  Accountants and the statements and  pronouncements  of the
Financial  Accounting Standards Board, which are applicable to the circumstances
as of the date of  determination  except  that,  for purposes of Article V, GAAP
shall be determined on the basis of such principles in effect on the date hereof
and  consistent  with those used in the  preparation  of the  audited  financial
statements referred to in Section 4.5.

            "Governmental  Authority" means any nation or government,  any state
or other  political  subdivision  thereof and any entity  exercising  executive,
legislative,  judicial,  regulatory or administrative functions of or pertaining
to government.

            "Increase Date" has the meaning specified in Section 2.20(a).

                                       14



            "Increasing Lender" has the meaning specified in Section 2.20(d).

            "Indebtedness"  of any  Person  means (i) all  indebtedness  of such
Person for borrowed money (including, without limitation,  reimbursement and all
other  obligations with respect to surety bonds,  letters of credit and bankers'
acceptances,  whether or not  matured)  or for the  deferred  purchase  price of
property or services,  (ii) all  obligations of such Person  evidenced by notes,
bonds, debentures or similar instruments,  (iii) all indebtedness of such Person
created or arising under any conditional sale or other title retention agreement
with  respect to property  acquired by such Person  (even  though the rights and
remedies of the seller or lender  under such  agreement  in the event of default
are limited to  repossession  or sale of such  property),  (iv) all  Capitalized
Lease Obligations of such Person, (v) all Contingent Obligations of such Person,
(vi) all  obligations  of such Person to purchase,  redeem,  retire,  defease or
otherwise  acquire  for  value  any Stock or Stock  Equivalent  of such  Person,
valued,  in the  case of  redeemable  preferred  stock,  at the  greater  of its
voluntary  or  involuntary   liquidation  preference  plus  accrued  and  unpaid
dividends,  (vii)  all  obligations  of such  Person  under  any  interest  rate
contract,  (viii) all Indebtedness referred to in clause (i), (ii), (iii), (iv),
(v),  (vi)  or  (vii)  above  secured  by (or  for  which  the  holder  of  such
Indebtedness has an existing right,  contingent or otherwise,  to be secured by)
any Lien  upon or in  property  (including,  without  limitation,  accounts  and
general  intangibles)  owned by such  Person,  even  though  such Person has not
assumed or become liable for the payment of such  Indebtedness,  and (ix) in the
case of the Borrowers, the Obligations.

            "Indemnitee" has the meaning specified in Section 10.4.

            "Indentures"  means (a) the  Replacement  Indenture  and (b) the WPC
Term Loan Agreement.

            "Interest Period" means (a) initially,  the period commencing on the
date a Eurodollar  Rate Loan is made or on the date of conversion of a Base Rate
Loan to a Eurodollar Rate Loan and ending on the last day of the period selected
by  any  Borrower  pursuant  to  the  provisions  below  and,  thereafter,  each
subsequent  period  commencing  on the  last  day of the  immediately  preceding
Interest  Period  and  ending  on the last day of the  period  selected  by such
Borrower  pursuant to the provisions  below.  The duration of each such Interest
Period shall be seven days or one,  two,  three or six months,  as the Borrowers
may, upon notice  received by the Agent not later than 11:00 A.M. (New York City
time) on the third  Business Day prior to the first day of such Interest  Period
select; provided, however, that:

            (A) if any Interest Period would otherwise end on a day which is not
      a  Business  Day,  such  Interest  Period  shall be  extended  to the next
      succeeding  Business Day,  unless the result of such extension would be to
      extend such Interest  Period into another  calendar  month, in which event
      such Interest Period shall end on the immediately preceding Business Day;

            (B) any  Interest  Period that begins on the last  Business Day of a
      calendar   month  (or  on  a  day  for  which  there  is  no   numerically
      corresponding  day in the  calendar  month  at the  end of  such  Interest
      Period) shall end on the last Business Day of a calendar month;

                                       15



            (C) no Borrower may select any Interest  Period which ends after the
      Termination Date;

            (D) no Borrower may select any  Interest  Period in respect of Loans
      having an aggregate principal amount of less than $5,000,000; and

            (E) there  shall be  outstanding  at any one time no more than seven
      Interest  Periods  in the  aggregate,  and not more  than  three  Interest
      Periods of a duration of seven days.

            "Interest  Rate  Contract"  means  interest rate swap, cap or collar
agreements and interest rate future or option contracts and similar agreements.

            "Interim Order" has the meaning specified in Section 3.1(a).

            "Inventory" has the meaning specified in the Security Agreement.

            "Inventory  Reserves" means such reserves as may be established from
time to time by the Agent in the Agent's  reasonable  discretion with respect to
changes in the  determination  of the  saleability of the Eligible  Inventory or
which reflect such other  factors as negatively  affect the cost or market value
of the Eligible  Inventory.  Without  limiting the  generality of the foregoing,
Inventory  Reserves  may  include  (but are not limited  to)  reserves  based on
obsolescence, industry standards or current business plans.

            "Investment" has the meaning specified in Section 7.6.

            "Investment   Account"  has  the  meaning   specified  in  the  Cash
Collateral Account Agreement.

            "IRS" means the Internal Revenue Service, or any successor thereto.

            "Issuer" means each Person listed on Schedule I.

            "L/C Cash Collateral  Account" has the meaning  specified in Section
8.3.

            "Leases"  means,  with  respect  to any  Borrower  or  any of  their
Subsidiaries,  all of those  leasehold  estates  in real  property  now owned as
lessee or hereafter  acquired  including,  without  limitation,  those listed on
Schedule  4.20(b),  as such may be amended,  supplemented or otherwise  modified
from time to time to the extent permitted by this Agreement.

            "Lender" has the meaning specified in the recital of parties to this
Agreement and includes Assuming Lenders.

            "Lender Party" means any Lender, any Issuer or the Swing Bank.

            "Letter  of Credit"  means (a) any  letter of credit  issued for the
account of any Borrower or any of their  Subsidiaries  by an Issuer  pursuant to
Section  2.17 and (b) any  letter of credit  issued  and  outstanding  as of the
Filing Date under the Pre-Petition Credit Agreement.

                                       16



            "Letter of Credit Agreement" means the agreement, dated as of August
24,  1994,  between  WPSC and  Citibank,  as issuer,  as such  agreement  may be
amended, supplemented or otherwise modified from time to time.

            "Letter of Credit  Obligations"  means, at any time, all liabilities
at such time of the  Borrowers to all Issuers with respect to Letters of Credit,
whether or not any such liability is contingent, and includes the sum of (i) the
Reimbursement  Obligations  at such time and (ii) the  Letter of Credit  Undrawn
Amounts at such time.

            "Letter of Credit Reimbursement Agreement" has the meaning specified
in Section 2.17(c).

            "Letter of Credit  Request"  has the  meaning  specified  in Section
2.17(d).

            "Letter of Credit Undrawn Amounts" means, at any time, the aggregate
undrawn face amount of all Letters of Credit outstanding at such time.

            "Lien" means any  mortgage,  deed of trust,  pledge,  hypothecation,
assignment,  deposit  arrangement,   encumbrance,  lien  (statutory  or  other),
security  interest or other  similar  kind of  preference,  priority or security
agreement  or  preferential  arrangement,  including,  without  limitation,  any
conditional  sale or other title retention  agreement,  the interest of a lessor
under a Capitalized Lease Obligation,  any financing lease having  substantially
the same economic effect as any of the foregoing,  and the filing, under the UCC
or comparable law of any  jurisdiction,  of any financing  statement  naming the
owner of the asset to which  such Lien  relates as debtor  (other  than a filing
which does not evidence an outstanding secured obligation,  a commitment to make
advances, incur obligations or otherwise give value).

            "Loan"  means a Revolving  Credit  Loan, a Swing Loan or a Term Loan
made by a Lender to any Borrower pursuant to Article II.

            "Loan Documents"  means,  collectively,  this Agreement,  the Notes,
each Letter of Credit Reimbursement Agreement and the Collateral Documents.

            "Majority  Lenders" means, at any time, Lenders holding at least 51%
of the aggregate of the Commitments at such time.

            "Majority  Revolving  Credit Lenders"  means,  at any time,  Lenders
holding at least 51% of the aggregate of Revolving  Credit  Commitments  at such
time.

            "Majority Term Lenders"  means, at any time, Term Lenders holding at
least 51% of the aggregate Term Commitments at such time.

            "Mandatory Fees" means the statutory fees required to be paid to the
Office of the United  States  Trustee under  Section  1930(a),  Title 28, United
States Code and the fees of the Clerk of the United States Bankruptcy Court.

            "Material  Adverse Change" means a material adverse change in any of
(i) the condition (financial or otherwise),  business,  performance,  prospects,

                                       17



operations or properties  of the  Borrowers  and their  respective  Subsidiaries
taken as one enterprise,  (ii) the legality,  validity or  enforceability of any
Loan Document, (iii) the perfection or priority of the Liens granted pursuant to
the Collateral Documents,  other than solely by reason of action by the Agent or
the Lender  Parties,  (iv) the ability of the Borrowers to repay the Obligations
or of any  Borrower to perform its  obligations  under any Loan  Document in any
material  respect or (v) the rights and  remedies  of the Lender  Parties or the
Agent under the Loan Documents.

            "Material  Adverse  Effect"  means an effect  that has a  reasonable
likelihood  of resulting in or causing a material  adverse  change in any of (i)
the  condition  (financial  or  otherwise),  business,  performance,  prospects,
operations or properties  of the  Borrowers  and their  respective  Subsidiaries
taken as one enterprise,  (ii) the legality,  validity or  enforceability of any
Loan Document, (iii) the perfection or priority of the Liens granted pursuant to
the Collateral Documents,  other than solely by reason of action by the Agent or
the Lender  Parties,  (iv) the ability of the Borrowers to repay the Obligations
or of any  Borrower to perform its  obligations  under any Loan  Document in any
material  respect or (v) the rights and  remedies  of the Lender  Parties or the
Agent under the Loan Documents.

            "Material Contractual  Obligation" of any Person means such Person's
Contractual  Obligations in respect of  Indebtedness  of the types  described in
clauses  (i)  and  (ii) of the  definition  of  "Indebtedness"  and  each  other
Contractual Obligation that is material to the business,  prospects,  operations
or financial condition of such Person.

            "Mortgage   Policies"   has  the   meaning   specified   in  Section
6.21(a)(ii).

            "Mortgages" has the meaning specified in Section 3.1(g).

            "Multiemployer  Plan"  means a  multiemployer  plan,  as  defined in
Section 4001(a)(3) of ERISA, and to which any Borrower,  any of its Subsidiaries
or any  ERISA  Affiliate  is  making,  is  obligated  to make,  has made or been
obligated  to make,  contributions  on  behalf of  participants  who are or were
employed by any of them.

            "Net Cash Proceeds" means, with respect to any sale, lease, transfer
or other  disposition  of any asset the  aggregate  amount of cash received from
time to time (whether as initial consideration or through payment or disposition
of deferred  consideration)  by or on behalf of such Person in  connection  with
such  transaction  after  deducting  therefrom  only (without  duplication)  (a)
reasonable and customary brokerage commissions, underwriting fees and discounts,
legal fees, finder's fees and other similar fees and commissions, (b) the amount
of taxes payable in connection  with or as a result of such  transaction and (c)
the amount of any  Indebtedness  secured by a Lien on such  asset  that,  by the
terms of the agreement or instrument governing such Indebtedness, is required to
be repaid upon such  disposition,  in each case to the  extent,  but only to the
extent,  that the amounts so deducted are actually  paid to a Person that is not
an Affiliate of such Person or a Borrower or any Affiliate of a Borrower and are
properly  attributable  to such  transaction or to the asset that is the subject
thereof.

            "Note" means a Revolving Credit Note or a Term Note.

            "Notice of Borrowing" has the meaning specified in Section 2.2(a).

                                       18



            "Notice of Continuation or Conversion" has the meaning  specified in
Section 2.8.

            "Obligations" means the Loans, the Letter of Credit Obligations and,
all other advances, debts, liabilities,  obligations, covenants and duties owing
by any Borrower to the Agent,  any Lender Party, any Affiliate of any of them or
any Indemnitee, of every type and description, present or future, whether or not
evidenced  by any  note,  guaranty  or  other  instrument,  arising  under  this
Agreement,  under any other Loan  Document  or under any  agreement  of the type
described in clause (iv) of the definition of Cash  Equivalents,  whether or not
for the payment of money,  whether  arising by reason of an extension of credit,
opening  or  amendment  of a Letter  of  Credit or  payment  of any draft  drawn
thereunder,  loan,  guaranty,  indemnification,  foreign  exchange  transaction,
interest  rate  contract,  commodity  contract or in any other  manner,  whether
direct  or  indirect   (including,   without   limitation,   those  acquired  by
assignment),  absolute  or  contingent,  due or to become due,  now  existing or
hereafter arising and however acquired. The term "Obligations" includes, without
limitation,   all  interest,   charges,  expenses,  fees,  attorneys'  fees  and
disbursements and any other sum chargeable to the Borrowers under this Agreement
or any other Loan Document.

            "Other Taxes" has the meaning specified in Section 2.15(b).

            "Overadvance"  means, at any time of calculation,  a circumstance in
which the sum of the Revolving  Credit  Loans,  Swing Loans and Letter of Credit
Obligations exceeds the Borrowing Base.

            "PBGC"  means  the  Pension  Benefit  Guaranty  Corporation,  or any
successor thereto.

            "PCC" has the  meaning  specified  in the recital of parties to this
Agreement.

            "Pension Plan" means an employee pension benefit plan, as defined in
Section 3(2) of ERISA,  which is not an  individual  account plan, as defined in
Section 3(34) of ERISA, and (a) which any Borrower or any of its Subsidiaries or
any ERISA Affiliate maintains, contributes to or has an obligation to contribute
to on behalf of participants who are or were employed by any of them or (b) with
respect to which any Borrower or any of its  Subsidiaries or any ERISA Affiliate
could have  liability  under  Section 4064 or Section 4069 of ERISA in the event
such plan has been or were to be terminated.

            "Performance Level" means, as of any date, the level set forth below
then in effect,  as determined in  accordance  with the following  provisions of
this definition:

  Performance Level                    Excess Availability
  -----------------                    -------------------
         I                        Greater than $75,000,000
         II                       Less than or equal to $75,000,000 but
                                  greater than $30,000,000
         III                      Less than or equal to $30,000,000

For the purposes of this definition,  the Performance  Level shall be determined
by reference to the most recent Borrowing Base Certificates  delivered  pursuant
to Section 6.10(f) and the average outstanding principal amount of the Revolving

                                       19



Credit  Loans,  Swing  Loans  and  Letter of  Credit  Obligations  for the month
immediately preceding such date of determination.

            "Permit"  means  any  permit,  approval,   authorization,   license,
variance  or  permission  required  from  a  Governmental   Authority  under  an
applicable Requirement of Law.

            "Permitted Encumbrances" has the meaning specified in the Mortgages.

            "Permitted Liens" means Liens permitted by Section 7.1.

            "Person" means an individual,  partnership,  corporation (including,
without limitation,  a business trust),  limited liability company,  joint stock
company, trust, unincorporated association,  joint venture or other entity, or a
Governmental Authority.

            "PIK Interest" has the meaning specified in Section 2.9(c).

            "Plan" means an employee benefit plan, as defined in Section 3(3) of
ERISA, which any Borrower or any of its Subsidiaries  maintains,  contributes to
or has an obligation to contribute to on behalf of participants  who are or were
employed by any of them.

            "Pre-Petition  Agent"  means  Citibank,  N.A.  in  its  capacity  as
administrative agent and collateral agent for the Pre-Petition Lenders under the
Pre-Petition Credit Agreement.

            "Pre-Petition  Cash  Management  Program" means the cash  management
program of the Borrowers and certain of their Affiliates with Citibank.

            "Pre-Petition  Collateral"  means the "Collateral" as defined in the
Pre-Petition Credit Agreement.

            "Pre-Petition Collateral Documents" means any agreement that created
or purported to create a Lien in favor of the Pre-Petition Agent for the benefit
of  the  Pre-Petition   Lenders  in  connection  with  the  Pre-Petition  Credit
Agreement.

            "Pre-Petition  Credit  Agreement"  has the meaning  specified in the
Preliminary Statements.

            "Pre-Petition  Fee Letter" means the fee letter dated April 13, 1999
between WPC and the Pre-Petition Agent.

            "Pre-Petition  Guarantees" means the guarantees  executed by WPC and
the Guarantors (as defined in the Pre-Petition  Credit  Agreement)  guaranteeing
the  obligations  of the Loan  Parties  (as defined in the  Pre-Petition  Credit
Agreement) under the Pre-Petition Credit Agreement.

            "Pre-Petition  Lenders" means the banks,  financial institutions and
other institutional lenders under the Pre-Petition Credit Agreement.

                                       20



            "Pre-Petition  Letter of Credit  Agreement" means any application or
agreement in connection  with a letter of credit  issued under the  Pre-Petition
Credit Agreement.

            "Pre-Petition  Loan  Documents"  means (i) the  Pre-Petition  Credit
Agreement, (ii) the Pre-Petition Notes, (iii) the Pre-Petition Guarantees,  (iv)
the Pre-Petition Collateral Documents,  (v) the Pre-Petition Fee Letter and (vi)
each Pre-Petition Letter of Credit Agreement.

            "Pre-Petition  Notes" means the promissory  notes of WPSC payable to
the order of the Pre-Petition  Lenders evidencing the aggregate  indebtedness to
the Pre-Petition Lenders.

            "Pre-Petition  Obligations"  means  all  amounts  owing  to (a)  the
Pre-Petition  Agent or any  Pre-Petition  Lender  pursuant  to the  terms of the
Pre-Petition  Credit  Agreement,  any other  Pre-Petition  Loan  Document or any
agreement,  instrument or document executed and delivered in connection with any
thereof (b) the banks and other financial  institutions  that provide  liquidity
support  for  the  Pre-Petition  Securitization  Program  and  (c)  Citibank  in
connection with the Pre-Petition Cash Management  Program.  Without limiting the
generality of the foregoing, the aggregate amount from time to time available to
be drawn under  letters of credit  issued  pursuant to the  Pre-Petition  Credit
Agreement (assuming  compliance with all conditions  precedent) shall be deemed,
for  purposes  of this  definition,  to  constitute  an amount then owing to the
Pre-Petition Lenders pursuant to the terms of the Pre-Petition Credit Agreement.

            "Pre-Petition  Securitization Program" means the program pursuant to
which WPSC sold,  transferred  or  otherwise  conveyed  certain of its  accounts
receivable,  together with the accounts receivable of certain Affiliates of WPSC
to  Wheeling-Pittsburgh  Funding,  Inc.  ("Funding")  for inclusion in Funding's
receivables securitization program.

            "Professionals"   means  the   Borrowers'   Professionals   and  the
accountants,  attorneys  and  other  professionals  retained  by  one  unsecured
creditors' committee appointed in accordance with Section 1102 of the Bankruptcy
Code or any examiner appointed in accordance with Section 1104 of the Bankruptcy
Code other than an examiner of the type referred to in Section 8.1(p) hereof.

            "Projections"  means those  financial  projections  dated October 2,
2000  covering  the period  ending in  December  2000,  delivered  to the Lender
Parties by the Borrowers.

            "Qualified  Plan" means an employee pension benefit plan, as defined
in Section 3(2) of ERISA,  which is intended to be  tax-qualified  under Section
401(a) of the Code, and which any Borrower, any of its Subsidiaries or any ERISA
Affiliate  maintains,  contributes  to or has an  obligation to contribute to on
behalf of participants who are or were employed by any of them.

            "Ratable  Portion"  or  ratably  means,  with  respect to any Lender
Party,  the  following:  (i) in all  cases  relevant  to  the  Revolving  Credit
Facility,  the  quotient  obtained  by  dividing  the  principal  amount  of the
Revolving Credit Commitment of such Lender by the amount of the Revolving Credit
Facility  and (ii) in all cases  relevant  to the Term  Facility,  the  quotient
obtained by dividing the principal  amount of the Term Commitment of such Lender
by the amount of the Term Facility.

                                       21



            "Real  Estate"  means all of those plots,  pieces or parcels of land
now owned or  hereafter  acquired by any  Borrower or any of their  Subsidiaries
(the "Land"), including,  without limitation,  those listed on Schedule 4.20(a),
together with the right, title and interest of such Borrower or such Subsidiary,
if any, in and to the streets,  the land lying in the bed of any streets,  roads
or avenues,  opened or proposed,  in front of, adjoining or abutting the Land to
the center line thereof,  the air space and development rights pertaining to the
Land and the right to use such air space and development  rights,  all rights of
way, privileges, liberties, tenements, hereditaments and appurtenances belonging
or in any way appertaining thereto, all fixtures, all easements now or hereafter
benefiting  the Land and all  royalties and rights  appertaining  to the use and
enjoyment  of  the  Land,  including,  without  limitation,  all  alley,  vault,
drainage, mineral, water, oil and gas rights, together with all of the buildings
and other  improvements  now or hereafter  erected on the Land, and any fixtures
appurtenant thereto.

            "Receivables" has the meaning specified in the Security Agreement.

            "Receivables  Reserves"  means such  reserves as may be  established
from time to time by the Agent in the Agent's reasonable  business judgment with
respect to the determination of the collectability in the ordinary course and of
the creditworthiness of the Eligible Receivables.

            "Register" has the meaning specified in Section 10.7.

            "Reimbursement  Obligations"  means all  reimbursement  or repayment
obligations  of the  Borrowers  to  Issuers  with  respect  to Letters of Credit
pursuant to Letter of Credit Reimbursement Agreements.

            "Release"  means, as to any Person,  any release,  spill,  emission,
leaking, pumping, injection, deposit, disposal,  discharge,  dispersal, leaching
or  migration  into the  indoor  or  outdoor  environment  or into or out of any
property owned by such Person,  including,  without limitation,  the movement of
Contaminants  through  or in the  air,  soil,  surface  water,  ground  water or
property.

            "Remedial  Action"  means  all  actions  required  to (i)  clean up,
remove,  treat or in any other way address Contaminants in the indoor or outdoor
environment,  (ii)  prevent  the  Release or threat of Release or  minimize  the
further  Release of  Contaminants so they do not migrate or endanger or threaten
to endanger  public health or welfare or the indoor or outdoor  environment,  or
(iii)  perform   pre-remedial   studies  and  investigations  and  post-remedial
monitoring and care.

            "Reorganization  Plan" means a plan of  reorganization  confirmed in
any of the Cases.

            "Replacement  Indenture"  means the indenture,  dated as of November
26, 1997,  among WPC, the  guarantors  named on the signature  pages thereof and
Bank One,  NA, as  trustee,  pursuant to which the  Replacement  Notes have been
issued, as the same may be amended, supplemented or modified from time to time.

                                       22



            "Replacement  Notes" means WPC's 9 1/4% Senior Notes due 2007 issued
pursuant to the Replacement Indenture, as amended prior to the Effective Date.

            "Reportable  Event" means any event  described in Section 4043(c) of
ERISA,  other than  events for which  notice to the PBGC has been  waived  under
applicable regulations.

            "Requirement  of Law" means,  as to any Person,  the  certificate of
incorporation and by-laws or other organizational or governing documents of such
Person, and all federal, state and local laws, rules and regulations, including,
without  limitation,   federal,  state  or  local  securities  laws,  ERISA  and
Environmental  Laws,  and the  disclosure  requirements  thereof and all orders,
judgments,  decrees or other  determinations  of any  Governmental  Authority or
arbitrator,  applicable to or binding upon such Person or any of its property or
to which such Person or any of its property is subject.

            "Responsible  Officer" means, with respect to any Person, any of the
principal executive officers of such Person.

            "Revolving  Credit  Borrowing"  means  a  borrowing   consisting  of
Revolving  Credit  Loans made on the same day by the  Revolving  Credit  Lenders
ratably according to their respective Revolving Credit Commitments.

            "Revolving  Credit  Commitment"  means, as to each Revolving  Credit
Lender,  the  commitment  of such Lender to make  Revolving  Credit Loans to the
Borrowers  pursuant  to  Section  2.1(a)  in  the  aggregate   principal  amount
outstanding  not to exceed the amount set forth  opposite  such Lender's name on
Schedule II under the caption  "Revolving Credit  Commitment" or, if such Lender
has  entered  into one or more  Assignments  and  Acceptances,  set forth in the
Register  maintained  by the Agent  pursuant  to Section  10.7 as such  Lender's
"Revolving  Credit  Commitment",  as such  amount  may be  reduced  or  modified
pursuant to this Agreement.

            "Revolving Credit Facility" means, at any time, the aggregate amount
of the Revolving Credit Lenders' Revolving Credit Commitments at such time.

            "Revolving  Credit  Lender"  means any Lender  that has a  Revolving
Credit Commitment.

            "Revolving  Credit  Loan"  means a Loan made by a  Revolving  Credit
Lender to any Borrower pursuant to Section 2.1(a).

            "Revolving  Credit  Note" means a promissory  note of the  Borrowers
payable to the order of any Revolving  Credit Lender in a principal amount equal
to the amount of such  Lender's  Revolving  Credit  Commitment  as originally in
effect,  in  substantially  the form of Exhibit A-1,  evidencing  the  aggregate
Indebtedness of the Borrowers to such Lender resulting from the Revolving Credit
Loans made by such Lender.

            "Secured   Parties"   means  the  Lender   Parties  and  the  Agent.

                                       23



            "Security  Agreement" means the security agreement,  dated as of the
date hereof, executed by each Borrower,  substantially in the form of Exhibit H,
as such agreement may be further  amended,  supplemented  or otherwise  modified
from time to time.

            "Settlement Date" has the meaning assigned to it in Section 2.18.

            "Stock" means shares of capital  stock,  beneficial  or  partnership
interests, participations or other equivalents (regardless of how designated) of
or in a corporation or equivalent  entity,  whether  voting or  non-voting,  and
includes, without limitation, common stock and preferred stock.

            "Stock  Equivalents"  means  all  securities   convertible  into  or
exchangeable for Stock and all warrants,  options or other rights to purchase or
subscribe for any Stock, whether or not presently  convertible,  exchangeable or
exercisable.

            "Subsidiary"  means,  with respect to any Person,  any  corporation,
partnership,  limited  liability  company,  or other business entity of which an
aggregate of more than 50% of the outstanding Stock having ordinary voting power
to elect a  majority  of the board of  directors,  managers,  trustees  or other
controlling  persons,  is, at the time,  directly or  indirectly,  owned by such
Person and/or one or more Subsidiaries of such Person  (irrespective of whether,
at the time,  Stock of any other class or classes of such  entity  shall have or
might have voting power by reason of the happening of any contingency).

            "Super-Majority  Revolving  Credit  Lenders"  means,  at  any  time,
Revolving  Credit  Lenders  holding at least 66-2/3% of the aggregate  Revolving
Credit Commitments at such time.

            "Super-Priority  Claim" means a claim against any Borrower in any of
the Cases which is an  administrative  expense claim having priority over any or
all administrative expenses of the kind specified in Section 503(b) or 507(b) of
the Bankruptcy Code.

            "Swing  Bank" means  Citicorp or such other Lender who shall also be
the Agent or who shall agree with the Agent to act as Swing Bank.

            "Swing  Loan"  means a Loan made by the Swing  Bank to any  Borrower
pursuant to Section 2.1(b).

            "Swing Loan Borrowing" means a Borrowing consisting of a Swing Loan.

            "Tax Affiliate" means, as to any Person,  (i) any Subsidiary of such
Person,  and (ii) any  Affiliate  of such Person  with which such Person  filed,
files or is eligible to file consolidated, combined or unitary tax returns.

            "Tax Return" has the meaning specified in Section 4.3.

            "Tax Sharing  Agreement" means the agreement,  dated as of April 12,
1991,  between  WPSC and WPC,  as modified by the  Contribution  and  Assumption
Agreement  dated as of July 26, 1994  between WHX and WPC and by the Tax Sharing
Agreement, dated as of July 26, 1994, between WHX and WPC, as such agreement may
be further amended, supplemented or otherwise modified from time to time.

                                       24



            "Taxes" has the meaning specified in Section 2.15(a).

            "Term Borrowing" means a borrowing  consisting of simultaneous  Term
Loans  made by the Term  Lenders  ratably  according  to their  respective  Term
Commitments.

            "Term Commitment" means, with respect to any Term Lender or Assuming
Lender that participates in a Commitment Increase, the Commitment of such Lender
to make a Term Loan to the  Borrowers  pursuant to Section  2.1(c) in the amount
set forth  opposite  such  Lender's name on Schedule II hereto under the caption
"Term Commitment" or as otherwise determined in accordance with Section 2.20 or,
if such Lender has entered  into one or more  Assignment  and  Acceptances,  set
forth for such  Lender in the  Register  maintained  by the  Agent  pursuant  to
Section 10.7 as such Lender's "Term  Commitment",  as such amount may be reduced
at or prior to such time  pursuant  to Section  2.5 or may be  increased  by the
amount of any PIK Interest payable to such Lender.

            "Term Facility" means, at any time, the aggregate amount of the Term
Lenders' Term Commitments at such time.

            "Term Lender" means any Lender that has a Term Commitment.

            "Term Loan" has the meaning specified in Section 2.1(c).

            "Term Loan To Value  Reserve"  means a reserve in an amount equal to
the excess of the aggregate  principal  amount of the Term Loans over the sum of
10% of Eligible Inventory (net of Inventory Reserves) plus 5% of the face amount
of Eligible Receivables (net of Receivables Reserves) at any time of calculation
plus $22,500,000.

            "Term Note" means a promissory note of the Borrowers  payable to the
order of any Term  Lender,  in  substantially  the form of Exhibit  A-2  hereto,
evidencing the  Indebtedness of the Borrowers to such Lender  resulting from the
Term Loan made by such Lender and any PIK Interest payable to such Lender.

            "Term Priority  Collateral"  means the Collateral listed on Schedule
IV.

            "Termination  Date" means the earlier of (i)  November  17, 2002 and
(ii) the date of termination in whole of the Revolving  Credit  Commitments  and
the Term Commitments pursuant to Section 2.4, 2.5 or 8.2.

            "Title IV Plan"  means a Pension  Plan,  other than a  Multiemployer
Plan, which is covered by Title IV of ERISA.

            "UCC" has the meaning specified in the Security Agreement.

            "Unfunded Pension Liability" means, as to the Borrowers at any time,
the aggregate  amount, if any, of the sum of (i) the amount by which the present
value of all accrued  benefits  under each Title IV Plan exceeds the fair market

                                       25



value  of all  assets  of such  Title  IV Plan  allocable  to such  benefits  in
accordance  with  Title  IV of  ERISA,  all  determined  as of the  most  recent
valuation  date for each such Title IV Plan using the actuarial  assumptions  in
effect under such Title IV Plan, and (ii) for a period of five years following a
transaction  reasonably  likely to be  covered  by  Section  4069 of ERISA,  the
liabilities (whether or not accrued) that could be avoided by the Borrowers, the
Borrowers'   Subsidiaries   and  all  ERISA  Affiliates  as  a  result  of  such
transaction.

            "USWA Right of First  Refusal" shall mean the right of first refusal
granted by WPC and WPSC pursuant to an  agreement,  dated as of August 12, 1997,
between WPC, WPSC and the United  Steelworkers  of America,  AFL-CIO-CLC and any
agreements ancillary thereto or amendments, renewals or modifications thereof.

            "Welfare  Benefit Plan" means an employee  welfare  benefit plan, as
defined in Section 3(1) of ERISA,  which any Borrower or any of its Subsidiaries
maintains,  contributes  to,  has  contributed  to  within  the six year  period
preceding the Effective  Date or has an obligation to contribute to on behalf of
their respective former or active employees (or their beneficiaries).

            "Wheeling-Nisshin"   means   Wheeling-Nisshin,   Inc.,   a  Delaware
corporation,  all the outstanding Stock and Stock Equivalents of which are owned
by WPC and Nisshin Steel Co., Ltd.

            "WHX"  means WHX Corp.,  a Delaware  corporation  and the  corporate
parent of WPC.

            "Withdrawal Liability" means, as to the Borrowers,  at any time, the
aggregate   amount  of  the   liabilities  of  the  Borrowers,   the  Borrowers'
Subsidiaries or any ERISA Affiliate  pursuant to Section 4201 of ERISA,  and any
increase in contributions required to be made pursuant to Section 4243 of ERISA,
with respect to all Multiemployer Plans.

            "WPC" has the  meaning  specified  in the recital of parties to this
Agreement.

            "WPSC" has the meaning  specified  in the recital of parties to this
Agreement

            "WPC Note" means those certain  notes,  each dated as of October 24,
1994,  of  WPSC  in  favor  of  WPC  in  the  aggregate   principal   amount  of
$[301,974,000] (as of [March 31, 1999]).

            "WPC Term Loan Agreement"  means the Term Loan Agreement dated as of
November  26,  1997 among  WPC,  various  financial  institutions,  DLJ  Capital
Funding,  Inc. and Citicorp USA, Inc., as amended by Amendment No. 1 dated as of
December  31,  1997 and as the  same may be  further  amended,  supplemented  or
otherwise modified from time to time.

            1.2.  Computation  of  Time  Periods.  In  this  Agreement,  in  the
computation of periods of time from a specified date to a later  specified date,
the word "from" means "from and  including"  and the words "to" and "until" each
mean "to but excluding" and the word "through" means "to and including".

                                       26



            1.3. Accounting Terms. All accounting terms not specifically defined
herein  shall  be  construed  in  accordance   with  GAAP  and  all   accounting
determinations  required to be made  pursuant  hereto  shall,  unless  expressly
otherwise provided herein, be made in accordance with GAAP.

            1.4. Certain Terms. (a) The words "herein," "hereof" and "hereunder"
and other words of similar import refer to this Agreement as a whole, and not to
any  particular  Article,  Section,  subsection  or  clause  in this  Agreement.
References  herein to an Exhibit,  Schedule,  Article,  Section,  subsection  or
clause refer to the  appropriate  Exhibit or Schedule  to, or Article,  Section,
subsection or clause in this Agreement.

            (b)  The  terms   "Lender",   "Issuer"  and  "Agent"  include  their
respective  successors  and the term  "Lender"  includes  each  assignee of such
Lender who becomes a party hereto pursuant to Section 10.7.

                                   ARTICLE II

                         AMOUNTS AND TERMS OF THE LOANS

            2.1. The Loans.  (a) The Revolving  Credit  Loans.  On the terms and
subject to the conditions  contained in this  Agreement,  each Revolving  Credit
Lender  severally  agrees to make  Revolving  Credit Loans to the Borrowers from
time to time on any Business Day during the period from the Effective Date until
the  Termination  Date  in an  aggregate  amount  not  to  exceed  at  any  time
outstanding such Lender's Revolving Credit Commitment;  provided,  however, that
at no time shall any  Revolving  Credit  Lender be obligated to make a Revolving
Credit  Loan  in  excess  of  such  Lender's   Ratable  Portion  of  the  Excess
Availability. In addition, each Revolving Credit Lender agrees to make Revolving
Credit  Loans in  accordance  with  Section  2.18.  Within  the  limits  of each
Revolving Credit Lender's Revolving Credit Commitment,  amounts prepaid pursuant
to Section  2.7(c)(i) or (ii) may be reborrowed  under this Section 2.1(a).  The
Revolving  Credit Loans of each Revolving  Credit Lender shall be evidenced by a
Revolving Credit Note made payable to the order of such Revolving Credit Lender.

            (b) The Swing Loans. The Swing Bank, in its sole discretion,  on the
terms and subject to the conditions contained in this Agreement,  may make loans
(each a "Swing  Loan") to the  Borrowers  from time to time on any  Business Day
during the period  from the date  hereof  until the  Termination  Date (i) in an
aggregate amount not to exceed at any time  outstanding  $25,000,000 and (ii) in
an amount for each Swing Loan Borrowing not to exceed the Excess Availability of
the Revolving  Credit  Lenders at such time. The Swing Bank shall be entitled to
rely on the most recent Borrowing Base Certificate delivered to the Agent.

            (c) The Term  Loans.  On the terms  and  subject  to the  conditions
contained in this Agreement,  each Term Lender severally agrees to make a single
advance (a "Term Loan") to the Borrowers on the  Effective  Date and each Lender
that, as a result of a Commitment Increase made in accordance with Section 2.20,
has an unfunded Term Commitment on any Increase Date, severally agrees to make a
Term Loan to the Borrowers on such Increase  Date, in each case in an amount not
to exceed such Lender's Term Commitment on such date.  Amounts prepaid  pursuant

                                       27



to Section 2.7(c) may not be  reborrowed.  The Term Loan of each Lender shall be
evidenced by a Term Note made payable to the order of such Term Lender.

            2.2.  Making  the  Loans.  (a) Except as  provided  for in  Sections
2.2(b),  2.3(a),  2.9(b), 2.9(c), 2.17(h) and 2.18, each Borrowing shall be made
on  notice,  given by a  Borrower  to the Agent  (x) in the case of a  Revolving
Credit Borrowing  requested to refinance a Swing Loan, not later than 12:00 P.M.
(New  York  City  time)  one  Business  Day  prior to the  date of the  proposed
Revolving Credit Borrowing and (y) in the case of each other Borrowing requested
as a direct  advance to a  Borrower,  not later  than 11:00 A.M.  (New York City
time) on the date of the proposed Borrowing.  Each such notice shall be executed
by an officer of any Borrower indicated on Schedule 2.2 or such other Persons as
agreed to, in  writing,  by the Agent (a "Notice of  Borrowing"),  which  notice
shall be in substantially the form of Exhibit B, specifying therein (i) the date
of such proposed Borrowing, (ii) the aggregate amount of such proposed Borrowing
and (iii) in the case of a Revolving Credit Borrowing or a Swing Loan Borrowing,
a statement that the proposed Borrowing does not exceed the Excess Availability.
The Revolving Credit Loans shall be made as Base Rate Loans.

            (b) Each Swing Loan  Borrowing  shall be made on notice,  given by a
Borrower to the Swing Bank not later than 12:00 P.M. (New York City time) on the
Business Day of the proposed Swing Loan Borrowing. All Swing Loans shall be made
as Base Rate Loans.

            (c) The Agent shall give to each Appropriate Lender prompt notice of
the Agent's receipt of a Notice of Borrowing. Each Appropriate Lender shall, (x)
in the case of a Revolving Credit Borrowing requested to refinance a Swing Loan,
before 12:00 P.M.  (New York City time) and (y) in the case of a Loan  requested
as a direct  advance to a Borrower,  before 2:00 P.M.  (New York City time),  in
each case on the date of the proposed Borrowing,  make available for the account
of  its  Applicable  Lending  Office  to the  Agent's  Account,  in  immediately
available funds, such Lender's Ratable Portion of such proposed Borrowing. After
the  Agent's  receipt  of such  funds  and upon  fulfillment  of the  applicable
conditions  set forth in Article III and the  absence of notice of the  Majority
Revolving Credit Lenders that one or more of the applicable conditions contained
in  Article  III is not  satisfied,  the Agent  will  promptly  make such  funds
available to such  Borrower at the Agent's  aforesaid  address.  In  determining
whether  such  applicable  conditions  have been  satisfied,  the Agent shall be
entitled to rely on the most recent Borrowing Base Certificate received from the
Borrowers.

            (d) Each Revolving  Credit Borrowing shall be in an aggregate amount
of not less than $1,000,000.  Each Swing Loan shall be in the amount of not less
than  $100,000  unless a lower amount is permitted by the Swing Bank in its sole
discretion  from time to time. The Term Borrowing  shall be in the amount of the
Term Facility on the Effective Date.

            (e) Each Notice of Borrowing shall be irrevocable and binding on all
of the Borrowers.

            (f) Unless the Agent shall have received  notice from an Appropriate
Lender prior to the date of any proposed  Borrowing under a Facility under which
such Lender has a  Commitment  that such Lender will not make  available  to the
Agent such Lender's Ratable Portion of such Borrowing, the Agent may assume that

                                       28



such Lender has made such Ratable Portion of the proposed Borrowing available to
the Agent on the date of such Borrowing in accordance  with this Section 2.2 and
the Agent may, in reliance upon such assumption,  make available to the Borrower
that delivered the applicable  Notice of Borrowing on such date a  corresponding
amount.  If and to the  extent  that  such  Lender  shall  not have so made such
portion available to the Agent, such Lender and the Borrowers severally agree to
repay to the Agent forthwith on the next Business Day following the day on which
the  Lender  does not make such  portion  available  such  corresponding  amount
together with interest  thereon,  for each day from the date such amount is made
available to the Borrower  that  delivered  the  applicable  Notice of Borrowing
until the date such  amount  is repaid to the  Agent,  at (i) in the case of the
Borrowers, the interest rate applicable at the time to the Loans comprising such
Borrowing  and (ii) in the case of such Lender,  the Federal Funds Rate. If such
Lender shall repay to the Agent such corresponding amount, such amount so repaid
shall  constitute  such Lender's Loan as part of such  Borrowing for purposes of
this  Agreement.  If the Borrowers  shall repay to the Agent such  corresponding
amount, such payment shall not relieve such Lender of any obligation it may have
to the Borrowers hereunder.

            (g) The  failure  of any  Appropriate  Lender to make the Loan to be
made by it as part of any  Borrowing  shall not relieve any other  Lender of its
obligation,  if any,  hereunder to make its Loan on the date of such  Borrowing,
but no Lender shall be  responsible  for the failure of any other Lender to make
the Loan to be made by such other Lender on the date of any Borrowing.

            2.3.  Fees.  (a) The  Borrowers  agree to pay to the  Agent  for the
benefit of each Revolving Credit Lender a commitment fee (the "Commitment  Fee")
on the daily unused portion of such Lender's  Revolving  Credit  Commitment from
the date hereof until the  Termination  Date at a rate per annum  determined  by
reference to the Applicable Percentage,  payable in arrears on (i) the first day
of each month during the term of such Lender's  Revolving Credit  Commitment and
(ii)  the  Termination  Date.  If the  Borrowers  fail to pay  (either  from the
proceeds  of a  Borrowing  or  otherwise)  any  Commitment  Fee when  due,  such
Commitment Fee shall immediately constitute, without necessity of further act or
evidence,  a Revolving Credit Loan to the Borrowers.  All Revolving Credit Loans
made pursuant to this Section 2.3 shall be made as Base Rate Loans.

            (b) The Borrowers  have agreed to pay to Citicorp  additional  fees,
the amount and dates of payment of which are embodied in a separate agreement by
and between WPSC and Citicorp dated November 15, 2000.

            2.4. Reduction and Termination of the Revolving Credit  Commitments.
(a) Optional. The Borrowers may, upon at least three Business Days' prior notice
to the Agent,  terminate in whole or reduce ratably in part the unused  portions
of the respective  Revolving Credit Commitments of the Revolving Credit Lenders;
provided,  however, that each partial reduction shall be in the aggregate amount
of not less than  $5,000,000  or an integral  multiple of  $1,000,000  in excess
thereof.

            (b) Mandatory.  The Revolving Credit Facility shall be automatically
and  permanently  reduced upon any sale,  lease,  transfer or other  disposition
(including,  without limitation,  through  condemnation or casualty loss) of any

                                       29



fixed  asset of any  Borrower  or any of its  Subsidiaries  (other than the Term
Priority  Collateral)  to the  extent  that  the Net Cash  Proceeds  of all such
transactions after the Effective Date exceeds $10,000,000 in the aggregate.

            2.5 Termination or Reduction of the Term Commitments. On the date of
the Term Borrowing, after giving effect to such Term Borrowing, and from time to
time  thereafter  upon each  repayment  or  prepayment  of the Term  Loans,  the
aggregate  Term  Commitments  of the Term  Lenders  shall be  automatically  and
permanently  reduced,  on a pro rata basis,  by an amount equal to the amount by
which the aggregate Term Commitments  immediately prior to such reduction exceed
the aggregate unpaid principal amount of the Term Loans (including PIK Interest)
then outstanding.

            2.6.  Repayment.  (a) The  Borrowers  shall repay the entire  unpaid
principal  amount of the Revolving  Credit Loans and Swing Loans on the earliest
of  (i)  the  substantial  consummation  of the  Reorganization  Plan  which  is
confirmed  pursuant to an order entered by the Bankruptcy  Court,  (ii) the date
that is 45 days after the Filing  Date,  unless the Final  Order shall have been
entered on or prior to such date and (iii) the Termination Date.

            (b) The Borrowers shall repay the entire unpaid  principal amount of
the Term  Loans  on the  earliest  of (i) the  substantial  consummation  of the
Reorganization  Plan  which is  confirmed  pursuant  to an order  entered by the
Bankruptcy  Court,  (ii) the date that is 45 days after the Filing Date,  unless
the Final Order  shall have been  entered on or prior to such date and (iii) the
Termination Date.

            2.7.  Prepayments.  (a) The Borrowers  shall have no right to prepay
the principal  amount of any Term Loan,  Revolving Credit Loan or any Swing Loan
other than as provided in this Section 2.7.

            (b) The Borrowers may at any time prepay the  outstanding  principal
amount of the Swing Loans in whole or ratably in part.

            (c)  (i)  The  Borrowers  may at any  time  prepay  the  outstanding
principal  amount of the Loans in whole or ratably in part with the  proceeds of
Collateral.

            (ii) The  Borrowers  may,  upon at least one  Business  Day's  prior
      notice to the Agent  stating the proposed date of the  prepayment,  prepay
      the  outstanding  principal  amount of the Loans in whole  (together  with
      accrued  interest to the date of such prepayment) or ratably in part. Upon
      the giving of such notice of prepayment, the principal amount of the Loans
      specified to be prepaid shall become due and payable on the date specified
      for each such prepayment.

            (iii) The Borrowers shall, on each Business Day, prepay an aggregate
      principal amount of the Revolving Credit Loans (to the extent  applicable,
      comprising part of the same Borrowing) and Swing Loans equal to the amount
      by which (A) (I) the sum of the  aggregate  principal  amount of Revolving
      Credit  Loans,   Letter  of  Credit   Obligations  and  Swing  Loans  then
      outstanding  minus  (II)  the  aggregate  amount  then on  deposit  in the
      Concentration  Account, the Investment Account and the L/C Cash Collateral
      Account exceeds (B) the lesser of the Revolving Credit Commitments and the
      Borrowing Base.







            (iv) The  Borrowers  shall,  on the date of  receipt of the Net Cash
      Proceeds by any Borrower or any of its Subsidiaries  from the sale, lease,
      transfer or other disposition of any Term Priority  Collateral,  prepay an
      aggregate  principal  amount of the Term  Loans in an amount  equal to the
      amount of such Net Cash Proceeds. To the extent such Net Cash Proceeds are
      in excess of the  Borrowers'  Obligations in respect of the Term Loan, the
      Borrowers  shall use such excess to prepay  outstanding  fees and interest
      owed in respect of Revolving  Credit Loans,  then the principal  amount of
      Revolving Credit Loans.

            (v) Any prepayment of the Revolving Credit Facility made pursuant to
      this Section  2.7(c) shall be applied  first to the  outstanding  fees and
      interest  owed in  respect  of any Swing  Loans  outstanding,  then to any
      outstanding principal in respect of any Swing Loans and, if no Swing Loans
      are outstanding,  then, to the Revolving Credit Loans outstanding.  If (A)
      the only Loans  outstanding  are Eurodollar  Rate Loans,  (B) there are no
      Letter  of  Credit  Obligations  immediately  due  and  payable,  (C)  the
      application of such  immediately  available funds will cause the Borrowers
      to incur an obligation under Section 10.4 and (D) there is no Default then
      continuing,  then such  prepayment  shall be deposited into the Investment
      Account  and shall be retained  therein  until one of the  conditions  set
      forth in clauses  (A)  through  (D) are no longer  met, in which case such
      funds  shall be applied as  provided  in this  Section  2.7(c);  provided,
      however,  that at any  time the only  condition  not met is the  condition
      specified in clause (B),  then such funds shall be applied to fund the L/C
      Cash Collateral Account.

            (d) All immediately  available funds in the  Concentration  Account,
the Blocked  Account and the Investment  Account shall be applied on the date on
which they are immediately  available first to the outstanding fees and interest
owed in respect of Swing Loans, next to the principal amount of the Swing Loans,
next to the  outstanding  fees and  interest  owed in respect  of the  Revolving
Credit Loans,  next to the principal  amount of the Revolving  Credit Loans, and
next to the other  Obligations  (other than any Letter of Credit  Obligations or
any Obligations in respect of Term Loans),  as more fully described in Section 5
of the Cash Collateral Account Agreement.  Thereafter,  the Borrowers may direct
the disposition of any funds remaining in the Concentration Account, the Blocked
Account and the  Investment  Account;  provided  that,  if a Default  shall have
occurred and be continuing,  then such funds in the Concentration  Account,  the
Blocked Account and the Investment  Account shall be used to cash  collateralize
the Letter of Credit Obligations, and thereafter, the Borrowers shall direct the
disposition of such remaining funds.

            (e) All  proceeds  of  Collateral  (other  than  the  Term  Priority
Collateral)  received by the Secured  Parties  after the giving of notice to the
Borrowers  pursuant  to clause (i) or (ii) of the first  sentence of Section 8.2
shall be applied first to fund the L/C Cash Collateral  Account,  and if the L/C
Cash  Collateral  Account  has been fully  funded  pursuant  to Section  8.3, to
outstanding  fees and  interest  owed in  respect  of Swing  Loans,  next to the
principal  amount of the Swing Loans,  next to the outstanding fees and interest
owed in respect of the Revolving  Credit Loans,  next to the principal amount of
the Revolving  Credit Loans, and next to the other  Obligations  (other than any
Letter of Credit  Obligations or any  Obligations in respect of Term Loans),  as
more fully described in Section 5 of the Cash Collateral Account Agreement.

                                       31



            2.8.  Conversion/Continuation Option. The Borrowers may elect (i) at
any time to convert Base Rate Loans or any portion  thereof to  Eurodollar  Rate
Loans or (ii) at the end of any Interest Period with respect thereto, to convert
Eurodollar  Rate  Loans or any  portion  thereof  into  Base Rate  Loans,  or to
continue  such  Eurodollar  Rate Loans or any portion  thereof for an additional
Interest Period;  provided,  however,  that the aggregate of the Eurodollar Rate
Loans for each Interest  Period  therefor must be in the amount of $5,000,000 or
an  integral  multiple of  $1,000,000  in excess  thereof.  Each  conversion  or
continuation  of Revolving  Credit Loans shall be allocated  among the Revolving
Credit Loans of all Lenders in accordance with their Ratable Portion.  Each such
election  shall be in  substantially  the form of Exhibit D hereto (a "Notice of
Conversion  or  Continuation")  and shall be made by  giving  the Agent at least
three Business Days' prior written notice thereof  specifying (A) the amount and
type of conversion or continuation, (B) in the case of a conversion, the date of
conversion  (which  date  shall be a  Business  Day and,  if a  conversion  from
Eurodollar  Rate  Loans,  shall  also be the  last  day of the  Interest  Period
therefor)  and  (C) in the  case  of a  conversion  to,  or a  continuation  of,
Eurodollar  Rate Advances,  the Interest Period  therefor.  No conversion of any
Swing Loan from a Base Rate Loan may be made.  The Agent shall  promptly  notify
each Lender of its receipt of a Notice of Conversion or Continuation  and of the
contents thereof.  Notwithstanding  the foregoing,  no conversion in whole or in
part of Base Rate Loans to Eurodollar  Rate Loans,  and no continuation in whole
or in part of Eurodollar  Rate Loans upon the expiration of any Interest  Period
therefor,  shall be permitted at any time at which a Default shall have occurred
and be continuing.  If, within the time period  required under the terms of this
Section 2.8, the Agent does not receive a Notice of Conversion  or  Continuation
from the Borrowers  containing a permitted  election to continue any  Eurodollar
Rate Loans for an additional Interest Period or to convert any such Loans, or on
any  date the  aggregate  unpaid  principal  amount  of  Eurodollar  Rate  Loans
comprising any Borrowing is reduced,  by payment or prepayment or otherwise,  to
less than $5,000,000, then, upon the expiration of the Interest Period therefor,
such Loans will be  automatically  converted to Base Rate Loans.  Each Notice of
Conversion or Continuation shall be irrevocable.

            2.9.  Interest.  (a)  Revolving  Credit Loans and Swing  Loans.  The
Borrowers  shall pay interest on the unpaid  principal  amount of each Revolving
Credit Loan and each Swing Loan from the date thereof until the principal amount
thereof shall be paid in full, at the following rates per annum:

            (i) Base Rate Loans.  For Base Rate Loans, at a rate per annum equal
      at all times to the  Applicable  Margin  plus the Base Rate in effect from
      time to time,  payable in  arrears  monthly on the first day of each month
      and  on  the  Termination  Date;  provided,   however,   that  during  the
      continuance  of an Event of Default,  Base Rate Loans shall bear interest,
      payable on demand,  at a rate per annum equal at all times to 2% per annum
      above  the Base  Rate in  effect  from  time to time  plus the  Applicable
      Margin.

            (ii) Eurodollar Rate Loans. For Eurodollar Rate Loans, at a rate per
      annum  equal  at all  times  to the  sum of the  Eurodollar  Rate  for the
      applicable  Interest  Period  for  such  Eurodollar  Rate  Loan  plus  the
      Applicable Margin in effect from time to time,  payable in arrears on each
      day during such  Interest  Period which occurs on the first day of a month
      and on the last  day of such  Interest  Period;  provided,  however,  that
      during the  continuance of an Event of Default,  all Eurodollar Rate Loans
      shall bear interest,  payable

                                       32



      on  demand,  at a rate  per  annum  equal at all  times  to 2%  above  the
      Eurodollar Rate for such Eurodollar Rate Loan plus the Applicable Margin.

            (b) If the  Borrowers  fail  to pay  any  interest  when  due,  such
interest  shall  immediately  constitute,  without  necessity  of further act or
evidence, a Revolving Credit Loan to the Borrowers.

            (c) Term Loans. Each Term Loan shall bear interest at 16% per annum,
payable in arrears monthly on the first day of each month and on the Termination
Date,  provided,  however,  that during the  continuance of an Event of Default,
Term Loans shall bear interest,  payable on demand,  at a rate of 18% per annum.
So long as no Default has occurred and is continuing,  the Borrowers may pay all
or a portion  of the  interest  payable  on the Term  Loans in excess of 13% per
annum by adding such excess  amount ("PIK  Interest")  to the  principal  amount
outstanding on the Term Loans on the first Business Day of each calendar  month.
The Borrowers  shall give the Agent an irrevocable  notice that it will exercise
such right at least three Business Days prior to any interest payment date as to
which such right is to be exercised.

            2.10. Interest Rate Determination.  (a) The Eurodollar Rate for each
Interest  Period for Eurodollar  Rate Loans shall be determined by the Agent two
Business Days before the first day of such Interest Period.

            (b) The Agent  shall give  prompt  notice to the  Borrowers  and the
Lenders of the applicable  interest rate determined by the Agent for purposes of
Section 2.9(a).

            (c) If, with respect to Eurodollar  Rate Loans,  any Lender notifies
the Agent that the  Eurodollar  Rate for any Interest  Period  therefor will not
adequately  reflect  the cost to such  Lender of making such Loans or funding or
maintaining its respective  Eurodollar Rate Loans for such Interest Period,  the
Agent shall forthwith so notify the Borrowers and the Lenders, whereupon;

            (i) each Eurodollar Rate Loan will automatically, on the last day of
      the then existing Interest Period therefor, convert into a Base Rate Loan;
      and

            (ii) the  obligations  of all the  Lenders to make  Eurodollar  Rate
      Loans or to convert  Base Rate Loans into  Eurodollar  Rate Loans shall be
      suspended  until the Agent shall  notify the  Borrowers  that such Lenders
      have determined that the  circumstances  causing such suspension no longer
      exist.

            (d) If the  Borrowers  shall  fail to  select  the  duration  of any
      Interest  Period  for any  Eurodollar  Rate Loans in  accordance  with the
      provisions  contained in the  definition  of "Interest  Period" in Section
      1.1, the Agent will  forthwith so notify the Borrowers and the Lenders and
      such  Loans  will  automatically,  on the last  day of the  then  existing
      Interest Period therefor, convert into Base Rate Loans.

            2.11.  Increased Costs. If, due to either (i) the introduction of or
any change in or in the  interpretation of any law or regulation (other than any
change by way of  imposition  or  increase of reserve  requirements  included in
determining the Eurodollar Rate Reserve  Percentage) or (ii) compliance with any
guideline  or request  from any  central  bank or other

                                       33



Governmental  Authority (whether or not having the force of law), there shall be
any  increase  in the cost to any Lender  Party of  agreeing  to make or making,
funding or maintaining  any Eurodollar  Rate Loans or of agreeing to issue or of
issuing or maintaining  Letters of Credit, then the Borrowers shall from time to
time,  upon  demand  by such  Lender  Party  (with a copy of such  demand to the
Agent), pay to the Agent for the account of such Lender Party additional amounts
sufficient  to  compensate   such  Lender  Party  for  such  increased  cost.  A
certificate as to the amount of such increased cost,  submitted to the Borrowers
and the Agent by such  Lender  Party,  shall be  conclusive  and binding for all
purposes,  absent  manifest  error.  If the Borrowers so notify the Agent within
five  Business  Days  after any  Lender  Party  notifies  the  Borrowers  of any
increased  cost pursuant to the foregoing  provisions of this Section 2.11,  the
Borrowers may convert all Eurodollar Rate Loans of all Lenders then  outstanding
into  Base  Rate  Loans,  in  accordance  with  Section  2.8 and,  additionally,
reimburse  such Lender Party for such  increased  cost in  accordance  with this
Section 2.11.

            2.12.  Illegality.  Notwithstanding  any  other  provision  of  this
Agreement,  if the  introduction  of, or any  change  in,  or any  change in the
interpretation of, any law or regulation shall make it unlawful,  or any central
bank or other Governmental  Authority shall assert that it is unlawful,  for any
Lender or its  Eurodollar  Lending  Office to make  Eurodollar  Rate Loans or to
continue to fund or maintain  Eurodollar Rate Loans, then, on notice thereof and
demand  therefor by such  Lender to the  Borrowers  through  the Agent,  (i) the
obligation  of such Lender to make or to continue  Eurodollar  Rate Loans and to
convert Base Rate Loans into  Eurodollar Rate Loans shall terminate and (ii) the
Borrowers  shall  forthwith  prepay in full all  Eurodollar  Rate  Loans of such
Lender then  outstanding,  together with interest  accrued  thereon,  unless the
Borrowers,  within five  Business  Days of such  notice and demand,  convert all
Eurodollar Rate Loans of all Lenders then outstanding into Base Rate Loans.

            2.13. Capital Adequacy. If (i) the introduction of, or any change in
or in the interpretation of, any law or regulation, (ii) the compliance with any
law or regulation,  or (iii)  compliance  with any guideline or request from any
central bank or other Governmental Authority (whether or not having the force of
law),  affects or would affect the amount of capital  required or expected to be
maintained by any Lender Party or any  corporation  controlling any Lender Party
and such Lender Party  reasonably  determines that such amount is based upon the
existence of such Lender Party's  Commitment and Loans and other commitments and
loans  of  this  type  including,   without  limitation,   such  Lender  Party's
commitments in respect of Letters of Credit (or similar contingent obligations),
then,  upon  demand  by such  Lender  Party  (with a copy of such  demand to the
Agent),  the  Borrowers  shall pay to the Agent for the  account of such  Lender
Party, from time to time as specified by such Lender Party,  additional  amounts
sufficient to compensate  such Lender Party in the light of such  circumstances,
to the extent that such Lender  Party  reasonably  determines  such  increase in
capital to be allocable to the  existence of such Lender  Party's  Commitment or
Loans and such Lender Party's  agreements herein with respect to the issuance or
maintenance of Letters of Credit. A certificate as to such amounts  submitted to
the Borrowers and the Agent by such Lender Party shall be conclusive and binding
for all purposes absent manifest error.

            2.14.  Payments and Computations.  (a) The Borrowers shall make each
payment  hereunder  and under the Notes not later than 12:00 P.M. (New York City
time)  (except  for  payments  made  pursuant to Section  2.7(e)  which shall be
credited  no later  than when  received  by

                                       34



the Agent) on the day when due, in Dollars, to the Agent at its address referred
to  in  Section  10.2  in  immediately   available   funds  without  set-off  or
counterclaim.  The Agent will, on the Business Day of its receipt thereof, cause
to be  distributed  like funds (i) if such  payment is in respect of  principal,
interest, commitment fees or any other Obligation then payable hereunder to more
than one Lender Party,  to such Lender  Parties  ratably in accordance  with the
amounts of such respective  Obligations then payable to such Lender Parties, for
the account of their respective  Applicable  Lending  Offices,  and (ii) if such
payment is in respect of any Obligation then payable to any one Lender Party, to
such Lender Party for the account of its Applicable Lending Office, in each case
to be applied in accordance with the terms of this Agreement; provided, however,
that payment of principal of the Swing Loans pursuant to Section 2.7(e) need not
be distributed by the Agent prior to the Settlement  Date referred to in Section
2.18. With respect to the Swing Loans, the Agent will promptly  thereafter cause
to be distributed like funds relating to the payment of principal of or interest
on the Swing Loans to the Swing Bank for the account of its  Applicable  Lending
Office. Upon its acceptance of an Assignment and Acceptance and recording of the
information contained therein in the Register pursuant to Section 10.7, from and
after the effective date of such Assignment and Acceptance, the Agent shall make
all payments  hereunder and under the Notes in respect of the interest  assigned
thereby  to the  Lender  Party  assignee  thereunder,  and the  parties  to such
Assignment  and  Acceptance  shall  make  all  appropriate  adjustments  in such
payments for periods prior to such effective date directly  between  themselves.
Payment  received by the Agent  after  12:00 P.M.  (New York City time) shall be
deemed to be  received  on the next  Business  Day  (except  for  payments  made
pursuant to Section  2.7(e) which shall be credited no later than when  received
by the  Agent).  Prior to the  distribution  of any  funds to any  Lender  Party
pursuant to this  Section  2.14,  the Agent shall use its best efforts to notify
such Lender Party of such distribution.

            (b) All  amounts  on  deposit in each of the  Blocked  Account,  the
Concentration  Account and the Investment  Account shall be applied by the Agent
against the  outstanding  balance of the  Obligations in accordance with Section
2.7(d);  provided,  however, that in no event shall any amount be required to be
applied by the Agent against the outstanding  balance of the Obligations  unless
and until such amount shall have been credited in immediately available funds to
the Blocked Account, the Concentration Account or the Investment Account.

            (c) The Borrowers  hereby authorize each Lender Party, if and to the
extent  payment  owed to such Lender  Party is not made when due  hereunder,  to
charge from time to time against any or all of the Borrowers' accounts with such
Lender  Party any amount so due or to treat any amounts due  hereunder as having
been paid by proceeds of a Revolving  Credit  Borrowing,  provided  that no such
payment  in  respect  of any Term  Loan  shall be made  with the  proceeds  of a
Revolving  Credit  Borrowing if there exists (or would  result) a Default  under
Section 5.2. The Borrowers  and the Lender  Parties  hereby  authorize the Swing
Bank to pay  directly  any amount due  hereunder  and to treat such payment as a
Swing Loan.

            (d) All computations of interest and fees shall be made by the Agent
on the basis of a year of 360 days, and the actual number of days (including the
first day but  excluding  the last day)  occurring  in the period for which such
interest and fees are payable.  Each  determination  by the Agent of an interest
rate hereunder shall be conclusive and binding for all purposes, absent manifest
error.

                                       35



            (e)  Whenever  any  payment  hereunder  or under the Notes  shall be
stated to be due on a day other than a Business  Day, such payment shall be made
on the next  succeeding  Business Day, and such  extension of time shall in such
case be included in the  computation  of payment of interest or fee, as the case
may be;  provided,  however,  that if such  extension  would  cause  payment  of
interest  on or  principal  of any  Eurodollar  Rate Loan to be made in the next
calendar month, such payment shall be made on the next preceding Business Day.

            (f) Unless the Agent shall have  received  notice from the Borrowers
prior to the date on which any  payment is due  hereunder  to any  Lender  Party
hereunder  that the Borrowers  will not make such payment in full, the Agent may
assume that the  Borrowers  have made such  payment in full to the Agent on such
date  and  the  Agent  may,  in  reliance  upon  such  assumption,  cause  to be
distributed  to each such Lender  Party on such due date an amount  equal to the
amount then due such Lender Party.  If and to the extent the Borrowers shall not
have so made such  payment in full to the Agent,  each such  Lender  Party shall
repay to the Agent  forthwith on demand such amount  distributed  to such Lender
Party together with interest thereon,  for each day from the date such amount is
distributed  to such Lender  Party until the date such Lender  Party repays such
amount to the Agent, at the Federal Funds Rate.

            2.15.  Taxes.  (a) Any and all payments by the Borrowers  hereunder,
under the Notes and under the Letter of Credit Reimbursement Agreements shall be
made, in accordance with Section 2.14,  free and clear of and without  deduction
for any and all present or future taxes, levies, imposts, deductions, charges or
withholdings,  and all liabilities with respect thereto,  excluding,  (i) in the
case of each Lender Party and the Agent,  taxes measured by its net income,  and
franchise taxes imposed on it, by the jurisdiction  under the laws of which such
Lender  Party or the Agent (as the case may be) is  organized  or any  political
subdivision  thereof,  (ii) in the case of each Lender Party,  taxes (including,
but not  limited  to,  the Branch  Profits  Tax under  Section  884 of the Code)
measured  by  its  net  income,  and  franchise  taxes  imposed  on  it,  by the
jurisdiction of such Lender Party's  Applicable  Lending Office or any political
subdivision  thereof and (iii) in the case of each Lender Party  organized under
the laws of a  jurisdiction  outside the United  States,  United States  federal
withholding  tax payable with respect to payments by the  Borrowers  which would
not have been  imposed  had such  Lender  Party,  to the  extent  then  required
thereunder,  delivered to the  Borrowers  and the Agent the forms  prescribed by
Section  2.15(f) (all such  non-excluded  taxes,  levies,  imposts,  deductions,
charges, withholdings and liabilities being hereinafter referred to as "Taxes").
If the Borrowers shall be required by law to deduct any Taxes from or in respect
of any sum  payable  hereunder  to any Lender  Party or the  Agent,  (i) the sum
payable shall be increased as may be necessary so that after making all required
deductions (including,  without limitation,  deductions applicable to additional
sums  payable  under this  Section  2.15) such Lender Party or the Agent (as the
case may be) receives an amount  equal to the sum it would have  received had no
such deductions been made, (ii) the Borrowers shall make such deductions,  (iii)
the  Borrowers  shall  pay the  full  amount  deducted  to the  relevant  taxing
authority or other  authority in accordance  with  applicable  law, and (iv) the
Borrowers  shall  deliver to the Agent  evidence of such payment to the relevant
taxation or other authority.

            (b) In addition,  the  Borrowers  agree to pay any present or future
stamp or  documentary  taxes or any other excise or property  taxes,  charges or
similar levies of the United States or any political  subdivision thereof or any
applicable  foreign  jurisdiction  which  arise  from

                                       36



any  payment  made by the  Borrowers  hereunder  or under  any  Letter of Credit
Reimbursement  Agreement or from the execution,  delivery or registration of, or
otherwise with respect to, any Loan Document  (hereinafter referred to as "Other
Taxes").

            (c) The Borrowers agree to indemnify each Lender Party and the Agent
for the full amount of Taxes and Other Taxes (including, without limitation, any
Taxes and Other Taxes imposed by any  jurisdiction on amounts payable under this
Section  2.15) imposed on or paid by such Lender Party or the Agent (as the case
may  be)  and any  liability  (including,  without  limitation,  for  penalties,
interest and expenses) arising therefrom or with respect thereto, whether or not
such  Taxes  or  Other  Taxes  were   correctly   or  legally   asserted.   This
indemnification  shall be made within 30 days from the date such Lender Party or
the Agent (as the case may be) makes written  demand  therefor.  Any such demand
shall show in reasonable  detail the amount payable and the calculations used to
determine,  in good faith, such amount and shall provide  reasonably  acceptable
proof of payment of such Tax or Other Tax.

            (d) Within 30 days  after the date of any  payment of Taxes or Other
Taxes,  the Borrowers will furnish to the Agent,  at its address  referred to in
Section 10.2, the original or a certified copy of a receipt  evidencing  payment
thereof. If no Taxes are payable in respect of any payment hereunder made (i) by
or on behalf of the Borrowers  other than by a "United States person" within the
meaning of Section  7701(a)(30) of the Code or (ii) out of funds from an account
outside the United States, the Borrowers will furnish to the Agent a certificate
from each appropriate  taxing authority,  or an opinion of counsel acceptable to
the Agent,  in either  case  stating  that such  payment  is exempt  from or not
subject to Taxes.  For purposes of this  subsection (d) and subsection  (f), the
term  "United  States"  shall have the meaning  specified in Section 7701 of the
Code.

            (e) Without  prejudice to the survival of any other agreement of the
Borrowers  hereunder,  the agreements and obligations of the Borrowers contained
in this Section 2.15 shall survive the payment in full of principal and interest
hereunder and the termination of the Commitments.

            (f) Each Lender  Party  organized  under the laws of a  jurisdiction
outside the United States, on or prior to the Effective Date in the case of each
Lender  Party  listed  on the  signature  pages  hereof,  and on the date of the
Assignment  and  Acceptance  pursuant to which it becomes a Lender  Party in the
case of each other Lender Party,  and from time to time thereafter if reasonably
requested by the  Borrowers or the Agent  (unless such Lender Party is unable to
do so by reason of a change in law (including,  without limitation, any statute,
treaty,  ruling,  determination  or  regulation)  occurring  subsequent  to  the
Effective Date or date of Assignment and Acceptance,  as the case may be), shall
provide  the Agent  and the  Borrowers  with two  original  IRS Forms  W-8BEN or
W-8EC1,  as  appropriate,  or other  applicable  form,  certificate  or document
prescribed  by the IRS,  certifying  that such  Lender  Party is exempt  from or
entitled to a reduced rate of United States  withholding tax with respect to all
payments to be made to such Lender Party hereunder, under any Note and under any
Letter of Credit Reimbursement Agreement. If any form or document referred to in
this  subsection  (f)  requires  the  disclosure  of  information,   other  than
information necessary to compute the tax payable and information required on the
date hereof by Internal  Revenue  Service  Form W-8BEN or W-8EC1 that the Lender
Party  reasonably  considers  to be  confidential,  the Lender  Party shall give
notice  thereof

                                       37



to the  Borrowers and shall not be obligated to include in such form or document
such confidential information.  Unless the Borrowers and the Agent have received
forms  or  other  documents   satisfactory  to  them  indicating  that  payments
hereunder,  under any Note or under any Letter of Credit Reimbursement Agreement
are not subject to United  States  withholding  tax, the  Borrowers or the Agent
shall,  in the case of payments to or for any Lender Party  organized  under the
laws of a jurisdiction  outside the United States,  (i) withhold taxes from such
payments at the applicable statutory rate, or at a rate reduced by an applicable
tax treaty  (provided  that the Borrowers  and the Agent have received  forms or
other documents  satisfactory to them indicating that such reduced rate applies)
and (ii) pay such Lender Party such payment net of any taxes withheld; provided,
however,  that  should a Lender  Party  become  subject to Taxes  because of its
failure to deliver a form  required  hereunder,  the  Borrowers  shall take such
steps as such Lender Party shall reasonably  request to assist such Lender Party
to recover such Taxes.

            2.16. Sharing of Payments, Etc. If any Lender Party shall obtain any
payment (whether  voluntary,  involuntary,  through the exercise of any right of
set-off,  or otherwise) on account of the Loans (other than Swing Loans) made by
it (other than pursuant to Section 2.7, 2.11,  2.12,  2.13,  2.15 or 2.17(h)) in
excess of its Ratable  Portion of  payments on account of the Loans  (other than
Swing  Loans)  obtained  by all the Lender  Parties,  such  Lender  Party  shall
forthwith  purchase from the other Lender Parties such  participations  in their
Loans (other than Swing  Loans) as shall be  necessary to cause such  purchasing
Lender Party to share the excess  payment  ratably with each of them;  provided,
however,  that  if all or any  portion  of such  excess  payment  is  thereafter
recovered  from such  purchasing  Lender  Party,  such purchase from each Lender
Party shall be  rescinded  and such Lender  Party shall repay to the  purchasing
Lender Party the purchase price to the extent of such recovery  together with an
amount equal to such Lender Party's  ratable share  (according to the proportion
of (i) the amount of such Lender  Party's  required  repayment to (ii) the total
amount so recovered from the  purchasing  Lender Party) of any interest or other
amount paid or payable by the  purchasing  Lender  Party in respect of the total
amount so recovered.  The Borrowers  agree that any Lender Party so purchasing a
participation  from another  Lender Party  pursuant to this Section 2.16 may, to
the  fullest  extent  permitted  by law,  exercise  all its  rights  of  payment
(including,  without  limitation,  the right of  set-off)  with  respect to such
participation  as fully as if such Lender Party were the direct  creditor of the
Borrowers in the amount of such participation.

            2.17. Letter of Credit Facility. (a) On the terms and subject to the
conditions contained in this Agreement,  each Issuer agrees to issue one or more
Letters  of  Credit  at the  request  of any  Borrower  for the  account  of the
Borrowers from time to time during the period  commencing on the date hereof and
ending on the Termination Date;  provided,  however,  that no Issuer shall issue
any Letter of Credit if:

            (i) any order,  judgment or decree of any Governmental  Authority or
      arbitrator  shall  purport by its terms to enjoin or restrain  such Issuer
      from issuing such Letter of Credit or any Requirement of Law applicable to
      such Issuer or any request or  directive  (whether or not having the force
      of law) from any Governmental Authority with jurisdiction over such Issuer
      shall prohibit,  or request that such Issuer refrain from, the issuance of
      letters of credit  generally  or such  Letter of Credit in  particular  or
      shall  impose upon such  Issuer with  respect to such Letter of Credit any
      restriction  or reserve or capital  requirement  (for which such Issuer is
      not otherwise  compensated)  not in effect on the

                                       38



      date hereof or result in any unreimbursed  loss, cost or expense which was
      not  applicable,  in effect or known to such  Issuer as of the date hereof
      and which such Issuer in good faith deems material to it;

            (ii)  such  Issuer  shall  have  received  written  notice  from the
      Majority  Revolving  Credit  Lenders or any  Borrower,  on or prior to the
      Business  Day prior to the  requested  date of  issuance of such Letter of
      Credit, that one or more of the applicable conditions contained in Article
      III is not then satisfied;

            (iii) the  amount of the  Letter of  Credit  requested  exceeds  the
      Excess  Availability  or,  upon the  issuance of the  requested  Letter of
      Credit, the Letter of Credit Undrawn Amounts would exceed $25,000,000; or

            (iv) fees due in connection with a requested  issuance have not been
      paid.

None of the Revolving  Credit  Lenders  (other than the Issuers)  shall have any
obligation to issue any Letters of Credit.

            (b) In no event shall:

            (i) the  expiration  date of any  Letter  of Credit be more than one
      year after the date of issuance thereof,  nor shall the expiration date of
      any  Letter of  Credit  fall  after the date that is 60 days  prior to the
      second  anniversary  of the date of this  Agreement;  except that any such
      Letter of Credit may also be on the following terms: such Letter of Credit
      shall have an initial one year term which shall be automatically  extended
      for successive one-year terms (but in no case may such Letter of Credit be
      extended  such that its  expiration  date falls  after the date that is 60
      days prior to the Termination  Date unless at the time of issuance of such
      Letter of Credit  the  Borrowers  shall  have  delivered  to the Agent for
      deposit  into the L/C Cash  Collateral  Account an amount equal to 105% of
      the stated amount of such Letter of Credit); provided,  however, that such
      a Letter of Credit shall not be  automatically  extended if either (A) the
      beneficiary  of such  Letter of  Credit is sent a notice  that an Event of
      Default  shall have  occurred and be  continuing  at any time prior to the
      date  that is 30 days  prior  to the  date  of such  extension  or (B) any
      Borrower  requests  in  writing no later than 40 days prior to the date of
      such  extension  that the  term of such  Letter  of  Credit  shall  not be
      extended; or

            (ii) any  Issuer  issue  any  Letter of Credit  for the  purpose  of
      supporting the issuance of any letter of credit by any other Person except
      with the prior written consent of the Agent.

            (c)  Prior  to the  issuance  of each  Letter  of  Credit,  and as a
condition of such issuance and of the  participation  of each Lender (other than
the Issuer  thereof) in the Letter of Credit  Obligations  arising  with respect
thereto,  the Borrowers  shall have  delivered to the Issuer thereof a letter of
credit  reimbursement  agreement,  in a form  satisfactory to the Issuer (as the
same as may be amended or otherwise modified,  a "Letter of Credit Reimbursement
Agreement"),  signed by the Borrowers,  and such other documents or items as may
be required  pursuant to the terms thereof or otherwise  reasonably  required by
the  Issuer.  In the event of any

                                       39



conflict between the terms of any Letter of Credit  Reimbursement  Agreement and
this Agreement, the terms of this Agreement shall govern.

            (d) In  connection  with the issuance of each Letter of Credit,  the
Borrowers  shall give the  Issuer  thereof  and the Agent at least two  Business
Days' prior written  notice of its  requested  issuance of a Letter of Credit in
substantially the form of Exhibit C (a "Letter of Credit Request").  Such notice
shall be irrevocable and shall specify the stated amount of the Letter of Credit
requested,  which  stated  amount  shall not be less than  $50,000,  the date of
issuance of such requested Letter of Credit (which day shall be a Business Day),
the date on which such  Letter of Credit is to expire,  and the Person for whose
benefit  the  requested  Letter of Credit is to be issued.  Such  notice,  to be
effective,  must be  received  by such Issuer and the Agent not later than 11:00
A.M.  (New York City time) on or prior to the last  Business Day on which notice
can be given under the  immediately  preceding  sentence.  Prior to the close of
business on the Business Day following the Business Day on which the Agent first
receives  such notice,  the Agent shall  confirm to the Issuer of the  requested
Letter of Credit whether the applicable  conditions in Article III are satisfied
as of such date.

            (e) Subject to the terms and  conditions  of this  Section  2.17 and
provided  that the  applicable  conditions  set forth in  Article  III have been
satisfied, such Issuer shall, on the requested date, issue a Letter of Credit on
behalf of the  Borrowers in  accordance  with the Issuer's  usual and  customary
business practices.

            (f) Immediately upon the issuance by an Issuer of a Letter of Credit
in accordance with the terms and conditions of this Agreement, such Issuer shall
be deemed to have sold and transferred to each Lender, and each Revolving Credit
Lender shall be deemed  irrevocably  and  unconditionally  to have purchased and
received from such Issuer,  without recourse or warranty,  an undivided interest
and  participation,  to the extent of such  Revolving  Credit  Lender's  Ratable
Portion,  in such Letter of Credit and the  obligations  of the  Borrowers  with
respect thereto (including, without limitation, all Letter of Credit Obligations
with respect thereto) and any security therefor and guaranty  pertaining thereto
and each Lender's Revolving Credit Commitment shall be deemed used to the extent
of such Lender's Ratable Portion of such Letter of Credit Obligations.

            (g) In  determining  whether to pay under any  Letter of Credit,  no
Issuer shall have any obligation  relative to the Revolving Credit Lenders other
than to confirm that any documents required to be delivered under such Letter of
Credit  appear to have been  delivered  and that they  appear to comply on their
face with the requirements of such Letter of Credit. Any action taken or omitted
to be taken by any Issuer under or in connection  with any Letter of Credit,  if
taken or omitted in the absence of gross negligence or willful misconduct, shall
not put such  Issuer  under any  resulting  liability  to any  Revolving  Credit
Lender,  or diminish the Agent's or any Revolving  Credit  Lender's  obligations
hereunder to the Issuer.

            (h) In the event that any Issuer makes any payment  under any Letter
of Credit and the  Borrowers  shall not have  repaid  such amount to such Issuer
pursuant to Section 2.17(l),  such Issuer shall promptly notify the Agent, which
shall  promptly  notify each Revolving  Credit Lender of such failure,  and each
Revolving Credit Lender shall promptly and  unconditionally pay to the Agent for
the account of such Issuer the amount of such Lender's  Ratable  Portion of such

                                       41



payment  in  Dollars  and in same day funds (and upon  receipt  the Agent  shall
promptly pay the same to the Issuer);  provided,  however,  if the Swing Bank so
elects and if a Swing Loan can be made in such amount,  the Agent shall promptly
notify the Swing Bank of such failure, and the Swing Bank shall pay to the Agent
for the account of such Issuer the amount of such payment in Dollars and in same
day funds.  This  Revolving  Credit Loan shall be made, or the Swing Loan may be
made, notwithstanding the Borrowers' failure to satisfy the conditions set forth
in Section 3.3. If the Agent so notifies each  Revolving  Credit Lender prior to
11:00 A.M.  (New York City time) on any  Business  Day,  each  Revolving  Credit
Lender  shall make  available  to the Agent for the  account of such  Issuer its
Ratable  Portion of the amount of such payment on such  Business Day in same day
funds. If and to the extent such Revolving  Credit Lender shall not have so made
such  Lender's  Ratable  Portion of the amount of such payment  available to the
Agent for the account of such Issuer,  such Lender  agrees to repay to the Agent
for the account of such Issuer  forthwith  on demand such amount  together  with
interest  thereon,  for each day from  such date  until the date such  amount is
repaid to the Agent for the account of such Issuer,  at the Federal  Funds Rate.
The failure of any Revolving  Credit  Lender to make  available to the Agent for
the  account of such Issuer its Ratable  Portion of any such  payment  shall not
relieve any other  Revolving  Credit Lender of its obligation  hereunder to make
available to the Agent for the account of such Issuer its Ratable Portion of any
payment  on the  date  such  payment  is to be  made,  but no  Lender  shall  be
responsible  for the failure of any other Lender to make  available to the Agent
for the account of any Issuer such other  Lender's  Ratable  Portion of any such
payment.

            (i)  Whenever  any  Issuer  receives  a payment  of a  Reimbursement
Obligation as to which the Agent has received for the account of such Issuer any
payment from a Revolving  Credit  Lender  pursuant to Section  2.17(h) (and such
amount has been paid to such  Issuer),  the  Issuer  shall pay to the Agent such
amount so received  and the Agent shall  promptly pay to each  Revolving  Credit
Lender which has paid such Lender's Ratable Portion thereof,  in same day funds,
an amount equal to such Lender's Ratable Portion thereof.

            (j) Upon the request of any  Revolving  Credit  Lender,  each Issuer
shall  furnish  to such  Lender  copies of any  Letter  of Credit  Reimbursement
Agreement  to which such Issuer is a party and such other  documentation  as may
reasonably be requested by such Lender.

            (k) The obligations of the Revolving Credit Lenders to make payments
to the Agent for the account of each Issuer and the  obligation of the Borrowers
to repay Revolving Credit Loans made to the Borrowers with respect to Letters of
Credit shall be irrevocable  and not subject to any  qualification  or exception
whatsoever and shall be made in accordance with the terms and conditions of this
Agreement  under all  circumstances  (except as  expressly  provided  in Section
2.17(g)), including, without limitation, any of the following circumstances:

            (i) any lack of validity or enforceability of this Agreement, any of
      the Collateral Documents, the Interim Order or the Final Order;

            (ii) the  existence  of any claim,  set-off,  defense or other right
      which any Borrower may have at any time against a  beneficiary  named in a
      Letter of Credit,  any  transferee  of any Letter of Credit (or any Person
      for whom any such transferee may be acting),  the Agent,  any Lender Party
      or any other Person, whether in connection with this Agreement, any Letter
      of  Credit,  the  transactions   contemplated   herein  or  any  unrelated

                                       41



      transactions  (including,  without limitation,  any underlying transaction
      between a Borrower and the beneficiary named in any Letter of Credit);

            (iii) any draft,  certificate or any other document  presented under
      the  Letter  of  Credit  proving  to be  forged,  fraudulent,  invalid  or
      insufficient  in any  respect or any  statement  therein  being  untrue or
      inaccurate in any respect;

            (iv) the surrender or impairment of any security for the performance
      or observance of any of the terms of any of the Collateral Documents; or

            (v) the occurrence of any Default.

            (l) The  Borrowers  agree to pay to each  Issuer  the  amount of all
Reimbursement  Obligations  owing to such  Issuer  under  any  Letter  of Credit
immediately when due, irrespective of any claim, set-off, defense or other right
which any Borrower may have at any time against such Issuer or any other Person.
The Borrowers  agree to reimburse  each Issuer for all amounts which such Issuer
pays under such Letter of Credit no later than the time specified in such Letter
of Credit Reimbursement  Agreement. If the Borrowers do not pay (either from the
proceeds of a Borrowing or otherwise)  any such  Reimbursement  Obligation  when
due,  such  Reimbursement  Obligation  shall  immediately  constitute,   without
necessity of further act or evidence, a Loan made by the relevant Issuer payable
on demand or, to the extent the Agent has received any payments  from  Revolving
Credit  Lenders  for the account of such  Issuer  pursuant  to Section  2.17(h),
Revolving Credit Loans made by such Lenders (which,  in the case of each Lender,
shall be to the extent of such Lender's  Ratable  Portion of such  Reimbursement
Obligation) to the  Borrowers,  in an aggregate  principal  amount equal to such
Reimbursement  Obligation  remaining  unpaid,  or, to the  extent  the Agent has
received  any  payments  from the  Swing  Bank for the  account  of such  Issuer
pursuant to Section 2.17(h),  Swing Loans made by the Swing Bank,  computed from
the date on which such  Reimbursement  Obligation arose to the date of repayment
in full thereof at the rate of interest  applicable to past due Revolving Credit
Loans at a rate based on the Base Rate during such  period.  If any payment made
by or on behalf of the  Borrowers and received by any Issuer with respect to any
Letter of Credit is rescinded  or must  otherwise be returned by such Issuer for
any reason, each Lender shall, upon notice by such Issuer, forthwith pay over to
such Issuer an amount equal to such Lender's Ratable Portion of the amount which
must be so  returned  by such  Issuer or the Swing Bank may,  upon notice to the
Issuer,  forthwith  pay over to such Issuer an amount  equal to the amount which
must be returned by such Issuer.

            (m) The Borrowers agree to pay the following amounts with respect to
Letters of Credit issued for it:

            (i) to the Agent,  for the benefit of each  Revolving  Credit Lender
      who has purchased or has been deemed to have purchased  participations  in
      the Letters of Credit,  with respect to each  standby  Letter of Credit or
      documentary  Letter of Credit, an  administrative  fee equal to a rate per
      annum  equal at all times to the  Applicable  Margin  for Letter of Credit
      Fees multiplied by the average daily maximum amount available from time to
      time to be drawn under such Letter of Credit,  payable  monthly in arrears
      and on the  termination  of such  Letter of  Credit,  and,  in each  case,
      calculated  on the basis of a

                                       42



      360-day year and the actual  number of days  elapsed;  provided,  however,
      that, during the continuance of an Event of Default,  such  administrative
      fee shall increase by 2% per annum and shall be payable on demand;

            (ii) to each Issuer,  with respect to each standby  Letter of Credit
      or documentary Letter of Credit issued by such Issuer, 0.375% per annum of
      the average daily maximum  amount  available from time to time to be drawn
      under  such  Letter of  Credit,  payable  monthly  in  arrears  and on the
      termination of such Letter of Credit,  and, in each case calculated on the
      basis of a 360-day year and the actual number of days elapsed; and

            (iii) to each  Issuer,  with respect to the  issuance,  amendment or
      transfer  of each  Letter  of Credit  and each  drawing  made  thereunder,
      issuance,  documentary,  processing  and other charges in accordance  with
      such Issuer's  standard schedule for such charges in effect at the time of
      issuance, amendment, transfer or drawing, as the case may be.

            2.18. Settlement of Accounts.  The Agent shall notify each Revolving
Credit Lender periodically,  as determined by the Agent, of the principal amount
of Swing Loans  outstanding as of 1:00 P.M. (New York City time) as of such date
(the  "Computation  Date") and each Revolving  Credit  Lender's  Ratable Portion
thereof.  Each  Revolving  Credit  Lender shall before 1:00 P.M.  (New York City
time) on the next  Business Day (the  "Settlement  Date") make  available to the
Agent, in immediately available funds, the amount of its Ratable Portion of such
principal  amount of Swing Loans  outstanding.  Upon such payment by a Revolving
Credit Lender,  such Lender shall be deemed to have made a Revolving Credit Loan
to the  Borrowers,  notwithstanding  any failure by the Borrowers to satisfy the
conditions in Section 3.3. The Agent shall use such funds to repay the principal
amount of Swing Loans to the Swing  Bank.  All  interest  due on the Swing Loans
shall be payable to the Swing Bank in accordance with Sections 2.9 and 2.14.

            2.19. The Blocked  Account.  (a) The Borrowers have  established and
shall  maintain,  pursuant to the Blocked  Account  Letter,  an account with PNC
Bank, National Association, account number 0002881016, in the name and under the
sole dominion and control of the Agent (the "Blocked Account").

            (b) As collateral security for the Obligations, the Borrowers hereby
transfer,  assign  and  pledge  to the  Agent  and grant to the Agent on a first
priority  basis a Lien on and  security  interest  in,  for the  benefit  of the
Secured  Parties,  all of the right,  title and  interest of WPSC in the Blocked
Account and all cash,  deposits,  Cash Equivalents and other instruments held in
the Blocked Account,  as security for the  Obligations.  The Agent shall possess
sole  dominion and control  over the Blocked  Account as provided in the Blocked
Account  Letter.  Except as provided in Section  2.7(d) and the Blocked  Account
Letter,  as  long  as  any  of  the  Obligations  remain  unpaid  or  any of the
Commitments are  outstanding,  the Borrowers agree that neither any Borrower nor
any Person or entity  claiming by,  through or under any Borrower shall have any
control over the use of, or any right to effect a withdrawal  from,  the Blocked
Account,  other than the Agent.  All  amounts in the  Blocked  Account  shall be
applied to the Obligations by the Agent as specified in Section 2.7(d).

                                       43




            (c)  Except  for the  funds  held  in the  bank  accounts  otherwise
permitted by Section 7.16, the Borrowers shall cause all cash, Cash Equivalents,
checks,  notes,  drafts  or  similar  items  of  payments  received  by it which
constitute (i) payments from account debtors for Receivables, including, without
limitation,  all  intercompany  receivables  and  (ii)  proceeds  of  all  other
Collateral  to be deposited on the date of receipt  thereof or the next Business
Day following receipt thereof in the Blocked Account.

            2.20.  Term  Commitments.  (a) The Borrowers may, at any time but in
any event not more than twice in any one month period prior to January 15, 2001,
by notice to the Agent, request that the Term Facility be increased by an amount
of  $2,000,000 or an integral  multiple of $1,000,000 in excess  thereof (each a
"Commitment  Increase")  to be  effective  as of a date that is at least 90 days
prior to the Termination  Date (the "Increase Date") as specified in the related
notice  to the  Agent;  provided,  however  that (i) in no event  shall the Term
Facility  be more than  $35,000,000  and (ii) on the date of any  request by the
Borrowers  for a  Commitment  Increase  and on the related  Increase  Date,  the
conditions set forth in Section 3.3 shall be satisfied.

            (b) The Agent shall promptly notify such banks and other entities as
it shall identify of a request by the Borrowers for a Commitment Increase, which
notice  shall  include  (i) the  proposed  amount of such  requested  Commitment
Increase, (ii) the proposed Increase Date and (iii) the date by which such banks
or other entities wishing to participate in the Commitment  Increase must commit
to such  increase in the Term Facility (the  "Commitment  Date").  The requested
Commitment  Increase  shall be  allocated  among the  banks  and other  entities
willing to  participate  therein  in such  amounts  as are  agreed  between  the
Borrowers and the Agent.

            (c) Promptly  following each Commitment Date, the Agent shall notify
the  Borrowers as to the amount,  if any, by which the banks and other  entities
are willing to  participate  in the  requested  Commitment  Increase;  provided,
however,  that the Term Commitment of each such bank or other entity shall be in
an amount of $1,000,000 or an integral multiple thereof.

            (d) On each  Increase  Date,  each bank or other  entity that is not
prior to such date a Lender  hereunder and accepts an offer to  participate in a
requested Commitment Increase in accordance with Section 2.20(c) (each such bank
or other  entity,  an  "Assuming  Lender")  shall  become a Lender party to this
Agreement as of such Increase Date and the Term Commitment of each bank or other
entity that prior to such date is a Lender and  accepts an offer to  participate
in such  requested  Commitment  Increase (an  "Increasing  Lender")  shall be so
increased (or  established)  by such amount as of such Increase Date;  provided,
however,  that the Agent shall have received on or before such Increase Date the
following, each dated such date:

            (i) Term  Notes  dated  such  Increase  Date  duly  executed  by the
      Borrowers  payable to each Increasing Lender and each Assuming Lender in a
      principal amount equal to such Lender's new or increased Term Commitment;

            (ii) an assumption  agreement from each Assuming Lender,  if any, in
      form and  substance  satisfactory  to the Borrowers and the Agent (each an
      "Assumption Agreement"),  duly executed by such Assuming Lender, the Agent
      and the Borrowers; and

                                       44



            (iii)  confirmation from each Increasing Lender of the amount of its
      Term Commitment in a writing satisfactory to the Borrowers and the Agent.

On each Increase  Date,  upon  fulfillment  of the  conditions  set forth in the
immediately  preceding sentence of this Section 2.20(d),  the Agent shall notify
the  Lenders  (including,  without  limitation,  each  Assuming  Lender) and the
Borrowers,  on or before 1:00 P.M.,  New York City time, by telecopier or telex,
of the  occurrence  of the  Commitment  Increase to be effected on such Increase
Date and shall record in the Register the relevant  information  with respect to
each Increasing Lender and each Assuming Lender on such date.



                                   ARTICLE III

                              CONDITIONS PRECEDENT

            3.1.  Conditions  Precedent to the Effective Date. The effectiveness
of this Agreement is subject to  satisfaction  of the conditions  precedent that
the Agent shall have received,  on or before the Effective  Date, the following,
each dated as of the  Effective  Date unless  otherwise  indicated,  in form and
substance  satisfactory  to the Agent and (except  for the Notes) in  sufficient
copies for each Lender Party:

            (a) A  certified  copy  of an  order  of  the  Bankruptcy  Court  in
substantially  the form of Exhibit  G-1 (the  "Interim  Order")  and the Interim
Order shall be in full force and effect, shall not have been vacated,  reversed,
rescinded, modified or amended, and there shall be no stay of the performance of
any obligation of any of the Borrowers.  The parties hereto acknowledge that the
foregoing  shall not  preclude  the entry of any order of the  Bankruptcy  Court
approving or authorizing an amendment or  modification  of this Agreement or any
other Loan  Document  or the  Interim  Order  permitted  by  Section  10.1 which
amendment of  modification  shall be  acceptable to the Lenders whose consent is
required to approve such amendment or modification under Section 10.1.

            (b) The Notes made payable to the order of the Lenders.

            (c)  Certified  copies  of  (i)  the  resolutions  of the  Board  of
Directors of each Borrower  approving each Loan Document to which it is a party,
and (ii) all documents  evidencing other necessary corporate action and required
governmental   and  third  party   approvals,   licenses  and  consents  to  the
transactions contemplated hereby.

            (d) A copy of the articles or certificate of  incorporation  of each
Borrower certified as of a recent date by the Secretary of State of the state of
incorporation  of such  Borrower,  together with  certificates  of such official
attesting  to the  good  standing  of  each  such  Borrower,  and a copy  of the
certificate of  incorporation  and the By-Laws of each Borrower  certified as of
the Effective Date by the Secretary or an Assistant Secretary of each Borrower.

            (e) A certificate of the Secretary or an Assistant Secretary of each
Borrower  certifying  the  names and true  signatures  of each  officer  of such
Borrower who have been

                                       45



authorized to execute and deliver any Loan Document or other  document  required
to be executed and delivered hereunder by or on behalf of such Borrower.

            (f) The Security Agreement, duly executed by each Borrower, together
with:

                  (i)  certificates  representing the Pledged Shares referred to
            therein  accompanied  by undated stock powers  executed in blank and
            instruments, if any, evidencing the Pledged Debt referred to therein
            indorsed in blank, and

                  (ii) proper financing  statements  (Form UCC-1),  in each case
            duly executed to be filed  promptly  following  the  Effective  Date
            under the Uniform  Commercial  Code of the States listed on Schedule
            3.1 and all other jurisdictions that the Agent may deem necessary or
            desirable  in order to perfect and protect the Liens  created by the
            Security Agreement, and to take assignment of the security interests
            pursuant to the Interim Order,  covering the Collateral described in
            the Security Agreement and granted to the Agent,

                  (iii)  evidence of the insurance  required by the terms of the
            Security Agreement,

                  (iv) copies of the Assigned Agreements, if any, referred to in
            the Security Agreement,

                  (v) the Blocked  Account  Letter  referred  to  therein,  duly
            executed by PNC Bank, National Association.

            (g) The Cash Collateral Account Agreement, duly executed by WPSC.

            (h) A favorable opinion of (i) Debevoise & Plimpton, special counsel
to the Borrowers,  and (ii) Reed Smith Shaw & McClay LLP, special counsel to the
Borrowers in Pennsylvania, each in substantially the form of Exhibit J-1 or J-2,
respectively, and as to such other matters as any Lender Party through the Agent
may reasonably request.

            (i) A certificate,  signed by a Responsible  Officer of WPC, stating
that the  conditions  specified in Sections  3.2(c) and 3.3(a) have been met and
that Excess Availability is not less than $35,000,000.

            (j) A Notice of Borrowing or Notice of Issuance, as applicable,  and
a Borrowing  Base  Certificate  executed by an officer of WPC listed on Schedule
2.2 or by such other Person as otherwise agreed to by the Agent, in writing,  as
of the end of the preceding  month, in the case of Inventory,  and as of the end
of the preceding week, in the case of Receivables.

            (k) Such  additional  documents,  information  and  materials as any
Lender Party, through the Agent, may reasonably request.

            3.2.  Additional  Conditions  Precedent to the Effective  Date.  The
effectiveness of this Agreement is subject to the further  conditions  precedent
that:

                                       46



            (a) All  proceedings  taken in connection with the execution of this
Agreement,  the making of the Loans,  the issuance of any Letter of Credit,  and
the  execution  and delivery of all other Loan  Documents  and all documents and
papers relating thereto shall be satisfactory to the Agent and its counsel.  The
Agent and its counsel shall have received copies of such documents and papers as
the Agent or its counsel may reasonably request in connection therewith,  in all
form and substance satisfactory to the Agent and its counsel.

            (b) The First Day Orders  (i) shall be  reasonably  satisfactory  in
form  and  substance  to the  Agent,  including,  without  limitation,  an order
providing for the  continuation of the Pre-Petition  Cash Management  Program of
the Borrowers  with Citibank,  as modified in accordance  with the terms of this
Agreement,  and shall be in full force and  effect,  and (ii)  shall  include an
order  terminating the Pre-Petition  Securitization  Program and authorizing the
transfer of ownership of the  Receivables  thereunder to the  Borrowers,  all in
accordance  with  the  agreement  terminating  the  Pre-Petition  Securitization
Program.

            (c) On the Effective Date, the following statements shall be true:

                  (i) All  necessary  governmental  and  third  party  approvals
            required to be  obtained by any  Borrower,  in  connection  with the
            transactions contemplated hereby, including, without limitation, the
            obtaining of the Loans and Letters of Credit, have been obtained and
            remain in full force and effect,  and all applicable waiting periods
            have  expired  without  any  action  being  taken  by any  competent
            authority  which  restrains,  prevents,  impedes,  delays or imposes
            materially   adverse   conditions  upon,  the  consummation  of  the
            transactions  contemplated  hereby  other  than  the  entry  by  the
            Bankruptcy  Court  of the  Interim  Order  or the  Final  Order,  as
            applicable; and

                  (ii) There exists no claim,  action,  suit,  investigation  or
            proceeding pending or, to the knowledge of any Borrower,  threatened
            in any court or before  any  arbitrator  or  Governmental  Authority
            which  relates  to  the  financing  hereunder  or  those  which,  if
            adversely  determined,  would have a Material  Adverse Effect (other
            than the commencement of the Cases).

            (d) All  costs and  accrued  and  unpaid  fees  (including,  without
limitation,  all upfront fees) and expenses (including,  without limitation, the
legal fees and expenses of the Agent)  required to be paid to the Lender Parties
or the Agent on or before the Effective  Date,  including,  without  limitation,
those  referred to in Sections  2.3,  2.17 and 10.4,  to the extent then due and
payable, shall have been paid.

            (e) No Lender Party,  in its sole  judgment,  exercised  reasonably,
shall have  determined  that there is any claim,  action,  suit,  investigation,
litigation  or  proceeding  (including,   without  limitation,   shareholder  or
derivative  litigation)  pending or threatened against any Borrower in any court
or  before  any  arbitrator  or  Governmental   Authority  which,  if  adversely
determined, would have a Material Adverse Effect (other than the commencement of
the Cases).

            (f) Each Lender  Party  shall be  satisfied,  in its sole  judgment,
exercised  reasonably,  with all tax  aspects of the  transactions  contemplated
hereby, and with the corporate,  capital, tax, legal and management structure of
the  Borrowers  and  their  Subsidiaries,  and shall be  satisfied,  in its sole

                                       47



judgment  exercised  reasonably,  with the nature and status of all  Contractual
Obligations,  securities,  labor, tax, ERISA,  employee benefit,  environmental,
health and safety matters, in each case,  involving or affecting any Borrower or
any of its Subsidiaries.

            (g) The  intercompany  payable owed by WHX to any one or more of the
Borrowers shall not exceed $12,000,000.

            3.3.  Conditions  Precedent  to Each Loan and Letter of Credit.  The
obligation of each Lender to make any Loan or of each Issuer to issue any Letter
of Credit shall be subject to the further conditions precedent that:

            (a) The following  statements shall be true on the date of such Loan
or issuance,  before and after giving effect  thereto and to the  application of
the proceeds  therefrom and to such issuance (and the acceptance by any Borrower
of the proceeds of such Loan or of the issuance by such Issuer of such Letter of
Credit shall constitute a  representation  and warranty by the Borrowers that on
the date of such Loan or issuance such statements are true):

                  (i)  The  representations  and  warranties  of  the  Borrowers
            contained  in  Article  IV and of each  Borrower  in the other  Loan
            Documents  are  correct on and as of such date as though made on and
            as  of  such  date  except  insofar  as  such   representations  and
            warranties speak only as of a prior date or reflect transactions and
            events after the Effective Date permitted by the Loan Documents; and

                  (ii) No Default has occurred and is continuing or would result
            from the Loans  being made or any Letter of Credit  being  issued on
            such date..

            (b) the Interim  Order shall be in full force and effect,  shall not
have been vacated, reversed,  rescinded, modified or amended, and there shall be
no stay of the  performance of any obligation of any of the Borrowers,  provided
that if at the time of any Borrowing or the issuance of any Letter of Credit the
aggregate  amount of either of  which,  when  added to the sum of the  principal
amount  of all  Loans  then  outstanding  plus the  aggregate  Letter  of Credit
Obligations,  would exceed such amount authorized by the Bankruptcy Court in the
Interim Order  (collectively,  the  "Additional  Credit"),  the Agent shall have
received a certified copy of an order of the Bankruptcy  Court in  substantially
the form of Exhibit G-2 (the "Final  Order") and at the time of the extension of
the  Additional  Credit the Final Order  shall be in full force and effect,  and
shall not have been vacated,  reversed,  modified, amended and there shall be no
stay of the  performance  of any obligation of any of the Borrowers (the parties
hereto  acknowledge that the foregoing shall not preclude the entry of any order
of the Bankruptcy Court approving or authorizing an amendment or modification of
this  Agreement  or any other Loan  Document or the Interim  Order  permitted by
Section 10.1 which amendment or modification  shall be acceptable to the Lenders
whose  consent is required  to approve  such  amendment  or  modification  under
Section 10.1); and

            (c) The making of the Loans or the issuance of such Letter of Credit
on such  date  does not  violate  any  Requirement  of Law and is not  enjoined,
temporarily, preliminarily or permanently.

                                       48



            (d) No  Revolving  Credit Loans shall be made if any Swing Loans are
outstanding unless the proceeds of such Revolving Credit Loans are being used to
repay in full the Swing Loans or the Swing Bank otherwise consents.

            (e)  The  Agent  shall  have  received  such  additional  documents,
information and materials as any Lender Party, through the Agent, may reasonably
request.


                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

            To  induce  the  Lender  Parties  and the  Agent to enter  into this
Agreement,  the Borrowers  represent  and warrant to the Lender  Parties and the
Agent that:

            4.1.  Corporate  Existence;  Compliance  with Law. Each Borrower and
each of its Subsidiaries  (i) is a corporation duly organized,  validly existing
and in good standing under the laws of the  jurisdiction  of its  incorporation;
(ii) is duly qualified or licensed as a foreign corporation and in good standing
under the laws of each  jurisdiction in which it is required to so qualify or be
licensed,  except for  failures  which in the  aggregate  would have no Material
Adverse  Effect;  (iii) has all requisite  corporate power and authority and the
legal right to own,  pledge,  mortgage and operate its properties,  to lease the
property it operates under lease and to conduct its business as now or currently
proposed  to be  conducted;  (iv)  is in  compliance  with  its  certificate  of
incorporation  and  by-laws;  (v) is in  compliance  with all  other  applicable
Requirements of Law, except for such  non-compliances  as would in the aggregate
have no Material Adverse Effect;  and (vi) except as disclosed on Schedule 4.18,
has all necessary licenses,  permits, consents or approvals from or by, has made
all  necessary  filings  with,  and has given all  necessary  notices  to,  each
Governmental  Authority  having  jurisdiction,  to the extent  required for such
ownership,  operation  and conduct,  except for licenses,  permits,  consents or
approvals  which can be obtained by the taking of  ministerial  action to secure
the grant or transfer  thereof or failures which, in the aggregate would have no
Material Adverse Effect.

            4.2. Corporate Power;  Authorization;  Enforceable Obligations.  (a)
The execution,  delivery and  performance by each Borrower of the Loan Documents
to which it is a party and the consummation of the  transactions  related to the
financing contemplated hereby:

            (i) are within such Borrower's corporate powers;

            (ii) have been duly  authorized by all necessary  corporate  action,
      including,  without limitation, the consent of stockholders where required
      and are authorized by the Interim Order or the Final Order, as applicable;
      and

            (iii)  do  not  (A)   contravene   any  Borrower's  or  any  of  its
      Subsidiaries' respective certificates of incorporation or by-laws or other
      comparable governing documents, (B) as to any Borrower,  violate any other
      applicable Requirement of Law (including, without limitation,  Regulations
      U and X of the Board of Governors of the Federal Reserve  System),  or any
      order or decree of any Governmental Authority or arbitrator,  (C) conflict
      with or result in the breach of, or constitute a default under,  or result
      in or permit the termination or acceleration of, any Material  Contractual

                                       49



      Obligation of any Borrower or any of its  Subsidiaries,  or (D) except for
      the Liens  created  under the Loan  Documents,  the Interim  Order and the
      Final Order,  result in the creation or imposition of any Lien upon any of
      the property of any Borrower or any of its Subsidiaries.

            (b) No  authorization  by,  approval  of,  notice  to,  or filing or
registration  with, any Governmental  Authority or any other Person,  other than
(x) the entry by the  Bankruptcy  Court of the Interim Order or the Final Order,
as  applicable,  and (y) those  which have been  obtained  or made and copies of
which  in the  case of  those  involving  a  Governmental  Authority  have  been
delivered  to the  Agent,  is  required  for (i) the  due  execution,  delivery,
recordation,  filing or performance by any Borrower of this Agreement, the Notes
or any  other  Loan  Document  to which  it is or is to be a  party,  or for the
consummation  of the  transactions  contemplated  hereby,  (ii) the grant by any
Borrower of the Liens granted by it pursuant to the Collateral Documents,  (iii)
the perfection or  maintenance of the Liens created by the Collateral  Documents
(including, as of the Effective Date, the first priority nature thereof (subject
to  Permitted  Liens)) or (iv) the  exercise by the Agent or any Lender Party of
its rights under the Loan Documents or the remedies in respect of the Collateral
pursuant to the Collateral  Documents.  On any date after the Effective Date, no
authorization  by, approval of, notice to, or filing or  registration  with, any
Governmental  Authority  or any other  Person,  other  than (x) the entry by the
Bankruptcy Court of the Interim Order or the Final Order, as applicable, and (y)
those which have been  obtained or made and copies of which in the case of those
involving a Governmental Authority have been delivered to the Agent, is required
for the  perfection  or  maintenance  of the  Liens  created  by the  Collateral
Documents (including the first priority thereof (subject to Permitted Liens)).

            (c) This  Agreement  has been and each of the other  Loan  Documents
will have been upon delivery  thereof pursuant to Section 3.1, duly executed and
delivered by each Borrower party thereto. This Agreement is, and each other Loan
Document  will be  when  delivered  hereunder,  the  legal,  valid  and  binding
obligation of each Borrower party thereto,  enforceable against it in accordance
with its terms and the Interim Order or the Final Order.

            4.3. Taxes. All federal,  and all material state,  local and foreign
tax returns, reports and statements  (collectively,  the "Tax Returns") required
to be filed by any Borrower or any of their Tax Affiliates  have been filed with
the appropriate  governmental  agencies in all  jurisdictions  in which such Tax
Returns are required to be filed, and all taxes,  charges and other  impositions
due and  payable  have  been  timely  paid  prior to the date on which any fine,
penalty,  interest,  late charge or loss may be added  thereto  for  non-payment
thereof, except (a) where contested in good faith and by appropriate proceedings
if  adequate  reserves  therefor  have  been  established  on the  books of such
Borrower  or  such  Tax  Affiliate  in   accordance   with  GAAP  and  all  such
non-payments,  in the aggregate,  if adversely determined would have no Material
Adverse  Effect  or (b) to the  extent  prohibited  by the  Bankruptcy  Code  in
connection  with the Cases.  Proper and accurate  amounts have been  withheld by
each Borrower and each of their Tax Affiliates from their  respective  employees
for all  periods  in  material  compliance  with the tax,  social  security  and
unemployment  withholding  provisions of applicable  federal,  state,  local and
foreign  law and such  withholdings  have  been  timely  paid to the  respective
Governmental  Authorities.  No Borrower nor any of their Tax  Affiliates has (i)
except as set forth on Schedule 4.3, executed or filed with the IRS or any other
Governmental Authority any agreement or other document (which agreement or other

                                       50



document is presently in effect)  extending,  or having the effect of extending,
the  period for  assessment  or  collection  of any  charges,  or agreed or been
requested to make any adjustment under Section 481(a) of the Code by reason of a
change in  accounting  method or  otherwise  which will  result in any  material
aggregate tax liability for the three taxable years  beginning  with the year of
adjustment;  or (ii) except as set forth on Schedule 4.3, any  obligation  under
any written or oral tax sharing agreement other than the Tax Sharing Agreement.

            4.4. Full Disclosure.  No written statement prepared or furnished by
or on behalf of any Borrower or any of its Affiliates in connection  with any of
the Loan Documents or the consummation of the transactions contemplated thereby,
and no financial  statement  delivered pursuant hereto or thereto,  contains any
untrue  statement of a material fact or omits to state a material fact necessary
to make the statements contained herein or therein not misleading, if, in either
case,  such fact is material to an  understanding  of the  financial  condition,
business,  properties  or prospects of any Borrower or any of its  Affiliates or
the ability of such Persons to fulfill its  obligations  under any Loan Document
to which it is a party.

            4.5.  Financial Matters.  (a) The Consolidated  balance sheet of WPC
and its  Consolidated  Subsidiaries  as at December  31,  1999,  and the related
Consolidated  statements of income,  retained  earnings and cash flow of WPC and
its  Subsidiaries  for the fiscal year then  ended,  in each case  certified  by
PricewaterhouseCoopers,  LLP, and the Consolidated balance sheet of the Borrower
Consolidated  Group  as  at  August  31,  2000,  and  the  related  Consolidated
statements  of  income,   retained  earnings  and  cash  flow  of  the  Borrower
Consolidated  Group for the eight months then ended, duly certified by the chief
financial  officer of WPC,  copies of which have been  furnished  to each Lender
Party, fairly present,  subject, in the case of said balance sheets as at August
31, 2000, and said  statements of income and cash flow for the eight months then
ended, to year-end audit adjustments,  the Consolidated  financial  condition of
such Person and its Subsidiaries as at such dates and the  Consolidated  results
of the  operations of such Person and its  Subsidiaries  for the period ended on
such date, all in conformity with GAAP.

            (b) Since  December 31, 1999 and through the Effective  Date,  there
has  been  no  Material  Adverse  Change  and  there  have  been  no  events  or
developments  that in the aggregate  have had a Material  Adverse  Effect (other
than the commencement of the Cases or as disclosed in any public disclosure made
by any Borrower or as otherwise  disclosed to the Lenders prior to the Effective
Date).

            (c)  None  of the  Borrowers  or any of  their  Subsidiaries  had at
December 31, 1999 any material obligation, contingent liability or liability for
taxes,  long-term  leases or unusual  forward or  long-term  commitment  that is
required by GAAP to be included in a balance sheet which is not reflected in the
balance sheet referred to in subsection (a) above or in the notes thereto.

            (d)  The  unaudited  projected  consolidated  balance  sheet  of the
Borrowers  and  their  Consolidated  Subsidiaries,  a copy  of  which  has  been
delivered to each Lender  Party,  has been prepared as of September 30, 2000 and
reflects as of such date the projected  Consolidated  financial condition of the
Borrowers and their Subsidiaries.  Such projected financial statement

                                       51



(including  any related  schedules  and notes) have been  prepared in accordance
with  GAAP on the  basis of the  statements  and  assumptions  set  forth in the
respective notes thereto.

            4.6.  Litigation.  Except as set forth in Schedule 4.6, there are no
pending or, to the knowledge of any Borrower,  threatened ctions, investigations
or  proceedings  affecting  any Borrower or any of its  Subsidiaries  before any
Governmental  Authority or  arbitrator  which,  in the  aggregate,  would have a
Material Adverse Effect.  The performance of any action by any Borrower required
or  contemplated  by any of the Loan  Documents  is not  restrained  or enjoined
(either  temporarily,  preliminarily  or  permanently),  and no material adverse
condition has been imposed by any Governmental  Authority or arbitrator upon any
of the foregoing transactions.

            4.7. Margin  Regulations.  No Borrower is engaged in the business of
extending  credit for the purpose of purchasing or carrying margin stock (within
the  meaning of  Regulation  U issued by the Board of  Governors  of the Federal
Reserve  System),  and no proceeds of any Borrowing  will be used to purchase or
carry  any  margin  stock or to  extend  credit to  others  for the  purpose  of
purchasing or carrying any margin stock in contravention of Regulation U or X of
the Board of Governors of the Federal Reserve System.

            4.8.  Ownership of the Borrowers and Subsidiaries.  (a) Set forth on
Schedule  4.8  hereto  is a  complete  and  accurate  list  showing,  as to each
Borrower,  the jurisdiction of its  incorporation,  the number of shares of each
class of Stock  authorized,  the number  outstanding  on the date hereof and the
ownership of the  outstanding  shares of each class.  No authorized but unissued
shares, no treasury shares and, to the best knowledge of each Borrower, no other
outstanding  shares of capital stock of such Borrower are subject to any option,
warrant,  right of  conversion  or purchase or any similar  right.  There are no
agreements or understandings with respect to the voting, sale or transfer of any
shares  of  capital  stock of any  Borrower  or, to the best  knowledge  of such
Borrower,  any agreement  restricting the transfer or  hypothecation of any such
shares,  except for the USWA  Right of First  Refusal  and,  in the case of each
Borrower other than WPC, under the Collateral Documents.

            (b) Set forth on Schedule 4.8 hereto is a complete and accurate list
showing all direct and indirect  Subsidiaries  of each  Borrower and, as to each
such Subsidiary, the jurisdiction of its incorporation,  the number of shares of
each class of Stock  authorized,  the number  outstanding on the date hereof and
the percentage of the  outstanding  shares of each such class owned (directly or
indirectly)  by such  Borrower.  No Stock of any  Subsidiary  of any Borrower is
subject to any outstanding option,  warrant,  right of conversion or purchase or
any similar right. All of the outstanding Stock of each such Subsidiary has been
validly issued, is fully paid and  non-assessable and is owned by such Borrower,
free and clear of all Liens other than the Liens  granted to the Agent  pursuant
to the Security  Agreement.  Neither any Borrower nor any such  Subsidiary  is a
party to, or has  knowledge  of,  any  agreement  restricting  the  transfer  or
hypothecation  of any Stock of any such  Subsidiary.  No Borrower owns or holds,
directly or indirectly,  any capital stock or equity  security of, or any equity
interest in, any Person other than such Subsidiaries.

            4.9.  ERISA.  (a)  Schedule  4.9  separately  identifies,  as of the
Effective  Date,  all  Plans,  all  Qualified  Plans,  all Title IV  Plans,  all
Multiemployer  Plans,  all unfunded  Pension Plans and all Welfare Benefit Plans
that provide retiree benefits.

                                       52




            (b) Except as set forth on Schedule  4.9,  each  Qualified  Plan has
been  determined by the IRS to qualify  under  Section 401 of the Code,  and the
trusts created  thereunder  have been determined to be exempt from tax under the
provisions  of  Section  501 of the  Code,  and to  the  best  knowledge  of any
Borrower,  nothing has occurred which would cause the loss of such qualification
or tax-exempt status.

            (c) Except as set forth on Schedule  4.9, each Plan is in compliance
in all  material  respects  with  applicable  provisions  of ERISA and the Code,
including,  without limitation, the filing of reports required under the Code or
ERISA which are true and correct in all material  respects as of the date filed,
and,  with  respect to each Plan  (other than a Qualified  Plan),  all  required
contributions  and benefits have been paid in accordance  with the provisions of
each such Plan.

            (d) None of the Borrowers or any of their  Subsidiaries or any ERISA
Affiliate,  with  respect  to  any  Qualified  Plan,  has  failed  to  make  any
contribution  or pay any amount due as  required  by Section  412 of the Code or
Section 302 of ERISA or the terms of any such Qualified Plan.

            (e) There has been no, nor is there reasonably expected to occur (i)
any ERISA Event that has a reasonable  possibility  of resulting in a liability,
deficiency or waiver  request of any Borrower,  any of its  Subsidiaries  or any
ERISA Affiliate,  whether or not assessed, that exceeds $5,000,000,  or (ii) any
event  described  in Section 4068 of ERISA with respect to any Title IV Plan for
which any Borrower, any of its Subsidiaries or any of its ERISA Affiliates could
reasonably be expected to have liability that exceeds $5,000,000.

            (f) There are no pending or, to the knowledge of any Borrower or any
of its  Subsidiaries  or any ERISA  Affiliate,  threatened  claims,  actions  or
lawsuits  (other than  claims for  benefits  in the normal  course)  asserted or
instituted  against (i) any Plan or its assets,  (ii) any fiduciary with respect
to any  Plan  or  (iii)  any  Borrower,  any of its  Subsidiaries  or any  ERISA
Affiliate  with  respect  to any Plan,  whether  or not  assessed,  that  exceed
$5,000,000,  other  than any such  claims,  actions  or  lawsuits  that  have no
reasonable possibility of resulting in a liability,  deficiency,  waiver request
or increase in funding requirements of any Borrower or any Subsidiary.

            (g) None of the  Borrowers or any  Subsidiary of any Borrower or any
ERISA Affiliate has incurred, or has any reasonable likelihood of incurring, any
Withdrawal  Liability  under  Section 4201 of ERISA in excess of $5,000,000 as a
result of a complete or partial  withdrawal  from a  Multiemployer  Plan (and no
event has occurred which, with the giving of notice under Section 4219 of ERISA,
would result in any such liability).

            (h) Except as set forth on Schedule 4.9,  within the last five years
none of any Borrower, any of its Subsidiaries or any ERISA Affiliate has engaged
in a  transaction  which  resulted  in a Title  IV Plan  with  Unfunded  Pension
Liabilities  being  transferred  outside of the  "controlled  group" (within the
meaning of Section 4001(a)(14) of ERISA) of any such entity.

            (i) As of the  Effective  Date,  none  of any  Borrower,  any of its
Subsidiaries  or any ERISA  Affiliate has incurred any  liability  under Section
4062, 4063, or 4064 of ERISA.

                                       53




            (j) As of the Effective Date, no Title IV Plan has unfunded  benefit
liabilities,   as  defined  in  Section  4001(a)(18)  of  ERISA,  in  excess  of
$5,000,000.

            4.10. Liens. Each of the Security  Agreement,  the Interim Order and
the Final Order, as applicable, creates in favor of the Agent for the benefit of
the Secured Parties,  a legal,  valid and enforceable  security  interest in the
Collateral and each of the Security  Agreement,  the Interim Order and the Final
Order,  as  applicable,  constitutes  the  creation of a fully  perfected  first
priority Lien on, and security interest in, all right, title and interest of the
grantors  thereunder in such Collateral in each case prior and superior in right
to any Person,  except as  otherwise  provided in the  Security  Agreement,  the
Interim Order and the Final Order,  as  applicable.  The Borrowers are the legal
and beneficial  owners of the Collateral free and clear of any Lien,  except for
the Liens and security  interests created or permitted under the Loan Documents,
the Interim Order and the Final Order.

            4.11. No Burdensome Restrictions;  No Defaults. (a) No Borrower, nor
any of their  Subsidiaries  (i) is a party to any Contractual  Obligation  which
would have a Material Adverse Effect or the performance of which by any thereof,
either  unconditionally  or upon the  happening of an event,  will result in the
creation of a Lien (other than a Lien  permitted by Section 7.1) on the property
or  assets  of any  thereof  or  (ii)  is  subject  to a  charter  or  corporate
restriction that would have a Material Adverse Effect.

            (b) No Event of Default has  occurred and is  continuing  other than
the commencement of the Cases or as disclosed in writing to the Lenders prior to
the Effective Date.

            (c) No Requirement of Law has a Material Adverse Effect.

            (d) Except as provided  in the  Indentures,  none of the  Borrowers'
Subsidiaries  is subject to any  restriction  or  limitation  on its  ability to
declare or make any  dividend  payment or other  distribution  on account of any
shares of any class of its  Stock or on its  ability  to  purchase,  redeem,  or
otherwise acquire for value or make any payment in respect of any such shares or
any shareholder rights.

            4.12.  No Other  Ventures.  Except as listed on  Schedule  4.12,  no
Borrower  nor any of their  Subsidiaries  is  engaged  in any joint  venture  or
partnership with any other Person.

            4.13. Investment Company Act. No Borrower is an "investment company"
or an "affiliated  person" of, or "promoter" or "principal  underwriter" for, an
"investment company", as such terms are defined in the Investment Company Act of
1940,  as  amended.  The making of the Loans and the  issuance of the Letters of
Credit by the Lender  Parties,  the  application  of the proceeds and  repayment
thereof by the Borrowers and the consummation of the  transactions  contemplated
by the Loan Documents on the part of any Borrower will not violate any provision
of such Act or any  rule,  regulation  or order  issued  by the  Securities  and
Exchange Commission thereunder.

            4.14. Insurance. As of the Effective Date, all policies of insurance
of  any  kind  or  nature  owned  by or  issued  to any  Borrower  or any of its
Subsidiaries,  including,  without  limitation,  policies of life, fire,  theft,
product liability,  public liability,  property damage, other casualty, employee
fidelity, workers' compensation, employee health and welfare, title and property

                                       54



insurance,  are in full force and effect  and are of a nature and  provide  such
coverage as is sufficient and as is customarily carried by companies of the size
and character of WPC and its Subsidiaries.

            4.15.  Labor Matters.  (a) Except as set forth on Schedule  4.15(a),
there  are no  strikes,  work  stoppages,  slowdowns  or  lockouts  pending,  or
reasonably  likely to occur in the  immediate  future,  against or involving any
Borrower or any of its  Subsidiaries,  other than those  which in the  aggregate
would have no Material Adverse Effect.

            (b)  Except  as  set  forth  on  Schedule  4.15(b),   there  are  no
arbitrations  or grievances  pending against or involving any Borrower or any of
its  Subsidiaries,  nor,  to the  best  knowledge  of the  Borrowers  and  their
Subsidiaries,  are there any arbitrations or grievances threatened involving any
Borrower or any of its  Subsidiaries,  other than those  which in the  aggregate
would have no Material Adverse Effect.

            (c) Except as set forth on  Schedule  4.15(c),  as of the  Effective
Date,  no  Borrower  or any of its  Subsidiaries  are  parties  to,  or have any
obligations under, any collective bargaining agreement.

            (d) Except as set forth on  Schedule  4.15(d),  as of the  Effective
Date, there are no representation  proceedings pending or, to the best knowledge
of any Borrower,  threatened  with the National Labor  Relations  Board,  and no
labor  organization  or  group  of  employees  of  any  Borrower  or  any of its
Subsidiaries have made a pending demand for recognition.

            (e)  Except as set forth on  Schedule  4.15(e),  there are no unfair
labor practice  charges,  grievances or complaints  pending or in process or, to
the best  knowledge of any Borrower,  threatened by or on behalf of any employee
or group of  employees  of any  Borrower or any of its  Subsidiaries  other than
those which in the aggregate would have no Material Adverse Effect.

            (f) Except as set forth on Schedule 4.15(f), there are no complaints
or charges  against any Borrower or any of its  Subsidiaries  pending or, to the
best  knowledge of any Borrower,  threatened  to be filed with any  Governmental
Authority  or  arbitrator  based on,  arising  out of, in  connection  with,  or
otherwise  relating to the employment by any Borrower or any of its Subsidiaries
of any  individual,  other  than  those  which in the  aggregate  would  have no
Material Adverse Effect.

            (g) Each  Borrower and each of its  Subsidiaries  are in  compliance
with all laws, and all orders of any court,  governmental  agency or arbitrator,
relating to the employment of labor,  including all such laws relating to wages,
hours, collective bargaining,  discrimination,  civil rights, and the payment of
withholding   and/or  social  security  and  similar  taxes,   other  than  such
non-compliances as in the aggregate would have no Material Adverse Effect.

            4.16. Force Majeure.  Neither the business nor the properties of any
Borrower or any of its  Subsidiaries is currently  suffering from the effects of
any fire, explosion, accident, drought, storm, hail, earthquake, embargo, act of
God or of the  public  enemy  or  other  casualty  (whether  or not  covered  by
insurance)  other  than those  which in the  aggregate  would  have no  Material
Adverse Effect.

                                       55




            4.17.  Use of Proceeds.  The proceeds of the Loans and  issuances of
Letters  of  Credit  are  being  used  solely  to  (i)  repay  the  Pre-Petition
Obligations,   (ii)  provide   working  capital  for  the  Borrowers  and  their
Subsidiaries  or (iii) to make other  expenditures  permitted by this Agreement,
including without limitation, after the occurrence and during the continuance of
an Event of Default, the fees and expenses of Professionals but not in excess of
the Carve-Out;  provided, further that no amounts shall be paid pursuant to this
Section  4.17(iii)  for fees and  disbursements  incurred  by the  Borrowers  in
connection  with  any  proceeding  (other  than  an  investigation)   commenced,
including, without limitation, any motion or other pleading filed to contest (a)
the attachment,  perfection or priority of the Liens created by the Pre-Petition
Loan  Documents,  (b) the  validity,  binding  effect or  enforceability  of the
Pre-Petition Loan Documents or the Loan Documents other than the reasonable fees
and expenses of the Borrowers'  Professionals  related to the enforcement of the
Borrowers'  rights under this Agreement or the Loan Documents,  or (c) any other
rights or interest of the Pre-Petition  Agent or the Pre-Petition  Lenders or of
the Agent of the Lender Parties under the Loan Documents.

            4.18.  Environmental  Protection.  Except as  disclosed  on Schedule
4.18:

            (a) The operations of each Borrower and each of its  Subsidiaries or
tenants comply with all Environmental Laws, other than such non-compliance as in
the aggregate would have no Material Adverse Effect;

            (b) Each  Borrower and each of its  Subsidiaries  have  obtained all
environmental,  health and safety Permits  necessary for their  operations other
than  those  failures  which in the  aggregate  would have no  Material  Adverse
Effect,  and all such  Permits are in good  standing,  except where such failure
would  have no  Material  Adverse  Effect,  and  each  Borrower  and each of its
Subsidiaries  are in  compliance  with the terms and  conditions of such Permits
other than for such non-compliance which in the aggregate would have no Material
Adverse Effect;

            (c)  Neither  any  Borrower  nor any of its  Subsidiaries  have  any
currently or previously  owned or leased  property or operations  subject to any
threatened  or  outstanding  order  from  or  agreement  with  any  Governmental
Authority or other Person or subject to any judicial or docketed  administrative
proceeding  respecting (i)  Environmental  Laws,  (ii) Remedial  Action or (iii)
Environmental  Liabilities  and Costs,  other than those which in the  aggregate
would have no Material Adverse Effect;

            (d)  As of the  Effective  Date,  no  Borrower  and  none  of  their
Subsidiaries  is a treatment,  storage or disposal  facility  requiring a permit
under the Resource  Conservation  and Recovery Act, 42 U.S.C.  ss. 6901 et seq.,
the  regulations  thereunder or any state analog and, as of the Effective  Date,
each Borrower and each of its  Subsidiaries is in compliance with all applicable
financial  responsibility  requirements of all  Environmental  Laws,  including,
without  limitation,  those  contained  in 40 C.F.R.,  parts  264,  265 and 280,
subparts H, and any state  equivalents,  other than those that in the  aggregate
would have no Material Adverse Effect;

            (e) No Borrower and none of their  Subsidiaries  has filed or failed
to file any notice required under any applicable  Environmental  Law reporting a
Release other than those which in the aggregate  would have no Material  Adverse
Effect;

                                       56




            (f) There are not now nor have  there  been in the past any  events,
conditions or  circumstances  associated with or arising from currently owned or
leased  properties  or  current  operations  of  any  Borrower  or  any  of  its
Subsidiaries  or, to the best of each Borrower's  knowledge,  tenants or, to the
best of each  Borrower's  knowledge,  any events,  conditions  or  circumstances
associated with or arising from any previously owned or leased properties or the
previous  operations of any Borrower or any of its  Subsidiaries or, to the best
of each Borrower's knowledge,  tenants, which may give rise to any Environmental
Liabilities  and Costs  other  than  those in the  aggregate  that would have no
Material Adverse Effect;

            (g)  As  of  the  Effective  Date,  no  Environmental  Lien  and  no
unrecorded  Environmental  Lien has  attached to any property of any Borrower or
any of its  Subsidiaries  and,  as of any date  after  the  Effective  Date,  no
Environmental  Lien and no  unrecorded  Environmental  Lien has  attached to any
property of any Borrower or any of its Subsidiaries other than those that in the
aggregate would have no Material Adverse Effect; and

            (h) With  respect to any property  owned,  leased or operated by any
Borrower or any of its Subsidiaries:  (i) there are no underground storage tanks
or surface impoundments, (ii) except to the extent that the presence thereof, in
the  aggregate,  would  not have a  Material  Adverse  Effect,  there is not any
asbestos-containing material in friable form or any airborne asbestos containing
material in excess of amounts  proscribed by Environmental  Laws, or (iii) there
is not any polychlorinated  biphenyls ("PCBs") other than those used, maintained
or disposed  of in  compliance  with all  applicable  Environmental  Laws or the
removal of which would have a Material Adverse Effect.

            4.19.  Intellectual  Property.  The Borrowers and their Subsidiaries
own or  license  or  otherwise  have  the  right to use all  material  licenses,
permits,  patents,  patent  applications,  trademarks,  trademark  applications,
service marks,  trade names,  copyrights,  copyright  applications,  franchises,
authorizations and other intellectual property rights that are necessary for the
operation of their respective businesses,  without infringement upon or conflict
with the rights of any other Person with  respect  thereto,  including,  without
limitation,  all trade names,  except where such failure  would have no Material
Adverse  Effect.  To the best  knowledge  of any  Borrower,  no  slogan or other
advertising device, product,  process, method, substance, part or other material
now employed,  or now contemplated to be employed, by any Borrower or any of its
Subsidiaries  infringes  upon or  conflicts  with any rights  owned by any other
Person, and no claim or litigation  regarding any of the foregoing is pending or
threatened,  other  than those  which in the  aggregate  would have no  Material
Adverse Effect.  No patent,  invention,  device,  application,  principle or any
statute, law, rule, regulation, standard or code relating thereto is pending or,
to the knowledge of any Borrower, proposed, other than those the consequences of
which, in the aggregate would have no Material Adverse Effect.

            4.20. Title. (a) The Borrowers and their Subsidiaries own fee simple
absolute  title to all of the Real Estate  described  in Schedule  4.20(a),  and
marketable title to, or valid leasehold interests pursuant to the Leases in, all
other  properties  and assets  purported  to be owned by any  Borrower or any of
their Subsidiaries,  including,  without  limitation,  valid leasehold interests
pursuant to the Leases and all property  reflected in the balance sheet referred
to in Section 4.5(a), except for such failures which in the aggregate would have
no Material  Adverse  Effect.  None of such  properties  and assets,  including,
without  limitation,  the Real

                                       57




Estate and the Leases, is subject to any Lien, except Liens permitted hereunder.
The  Borrowers  and their  Subsidiaries  have  received all deeds,  assignments,
waivers, consents,  non-disturbance and recognition or similar agreements, bills
of sale and other documents, and have duly effected all recordings,  filings and
other actions  necessary to establish,  protect and perfect such  Borrower's and
its Subsidiaries'  right,  title and interest in and to all such property except
for such failures which would in the aggregate have no Material Adverse Effect.

            (b) All real property  leased,  with an annual base rent of at least
$100,000,  at  the  date  of  this  Agreement  by  any  Borrower  or  any of its
Subsidiaries is listed on Schedule 4.20(b),  setting forth information regarding
the commencement  date,  termination date,  renewal options and purchase options
(if any) and annual  base rents as  specified  therein.  Each of such  leases is
valid and  enforceable  in  accordance  with its terms and is in full  force and
effect other than those leases which if not valid and enforceable,  would in the
aggregate have no Material  Adverse  Effect.  None of any Borrower or any of its
Subsidiaries  or, to the knowledge of any Borrower,  any other party to any such
lease is in default of its  obligations  thereunder or has delivered or received
any notice of default under any such lease and no event has occurred which, with
the giving of notice,  the passage of time or both,  would  constitute a default
under any such lease,  except,  in either case, for defaults the  consequence of
which in the aggregate would have no Material Adverse Effect.

            (c) Except as listed on Schedule  4.20(c),  neither any Borrower nor
any of its Subsidiaries  owns or holds, or is obligated under or a party to, any
option, right of first refusal or other contractual right to purchase,  acquire,
sell, assign or dispose of any real property owned or leased by such Borrower or
any of its Subsidiaries.

            (d) All  components  of all  improvements  included  within the real
property   owned  or  leased  by  any  Borrower  or  any  of  its   Subsidiaries
(collectively,  "Improvements"),  including,  without limitation,  the roofs and
structural  elements  thereof and the heating,  ventilation,  air  conditioning,
plumbing,  electrical,  mechanical,  sewer, waste water, storm water, paving and
parking equipment,  systems and facilities included therein, are in good working
order and  repair  other than such  failures  the  consequences  of which in the
aggregate would have no Material  Adverse Effect.  All water,  gas,  electrical,
steam,  compressed air,  telecommunication,  sanitary and storm sewage lines and
systems and other similar  systems  serving the real property owned or leased by
any Borrower or any of its  Subsidiaries  are  installed  and  operating and are
sufficient to enable the real property  owned or leased by such Borrower and its
Subsidiaries  to continue to be used and operated in the manner  currently being
used and operated other than such failures which in the aggregate  would have no
Material  Adverse Effect,  and neither any Borrower nor any of its  Subsidiaries
has any knowledge of any fact or condition that could result in the  termination
or material impairment of the furnishing thereof, other than such failures which
in the  aggregate  would have no Material  Adverse  Effect.  No  Improvement  or
portion  thereof is dependent for its access,  operation or utility on any land,
building or other  Improvement not included in the real property owned or leased
by any Borrower or any of its Subsidiaries except where the consequences of such
in the aggregate would have no Material Adverse Effect.

            (e) All  Permits  required  to have been  issued or  appropriate  to
enable  all  real  property  owned  or  leased  by  any  Borrower  or any of its
Subsidiaries to be lawfully  occupied and

                                       58




used for all of the  purposes  for which they are  currently  occupied and used,
have been  lawfully  issued  and are in full force and  effect,  other than such
failures  the  consequences  of which in the  aggregate  would have no  Material
Adverse Effect.

            (f) Neither any  Borrower nor any of its  Subsidiaries  has received
any notice,  nor has any knowledge,  of any pending,  threatened or contemplated
condemnation  proceeding  affecting  any real  property  owned or leased by such
Borrower  or any of  its  Subsidiaries  or any  part  thereof,  or any  proposed
termination  or  impairment  of any  parking  at any such  owned or leased  real
property  or of any sale or other  disposition  of any  real  property  owned or
leased by such Borrower or any of its  Subsidiaries  or any part thereof in lieu
of  condemnation,  except  for  notices  affecting  real  property  which in the
aggregate, if lost, would have no Material Adverse Effect.

            (g) No portion of any real property  owned or leased by any Borrower
or any of its  Subsidiaries  has suffered  any material  damage by fire or other
casualty loss which has not heretofore  been completely  replaced,  repaired and
restored  to its  original  condition,  except to the extent that the failure to
replace,  repair or restore such real property  would in the  aggregate  have no
Material Adverse Effect.

                                    ARTICLE V

                               FINANCIAL COVENANTS

            As  long  as  any  of  the  Obligations  or  the  Revolving   Credit
Commitments remain outstanding, unless the Majority Lenders otherwise consent in
writing:

            5.1.  Limitation on Capital  Expenditures.  The Borrowers  shall not
make, or permit any of their Subsidiaries to make, Capital  Expenditures for the
period from  November 1, 2000 through the last day of each Fiscal Year set forth
below in excess of the amount set forth opposite such date:

                                                            Maximum Amount of
            For the Fiscal Year Ending                      Capital Expenditures
            --------------------------                      --------------------

            December 31, 2000                               $12,500,000

            December 31, 2001                               $42,500,000

            December 31, 2002                               $60,000,000

provided,  however,  that if, at the end of any Fiscal Year set forth above, the
amount  specified  above for such  Fiscal  Year  exceeds  the  amount of Capital
Expenditures  actually made by the Borrowers and their Subsidiaries  during such
Fiscal Year (the amount of such excess being the "Excess Amount"), the Borrowers
and their Subsidiaries shall be entitled to make additional Capital Expenditures
in the succeeding Fiscal Year in an amount (such amount being referred to herein
as the "Carryover Amount") equal to the lesser of (i) the Excess Amount and (ii)
50% of the amount  specified  above for such prior Fiscal Year. The first amount
of Capital Expenditures spent in any such succeeding Fiscal Year shall be deemed
to be the Carryover Amount.

                                       59



            5.2. Excess Availability.  The Borrowers shall maintain at all times
Excess Availability of not less than $15,000,000.


                                   ARTICLE VI

                        ADDITIONAL AFFIRMATIVE COVENANTS

            As  long  as  any  of  the  Obligations  or  the  Revolving   Credit
Commitments remain outstanding, unless the Majority Lenders otherwise consent in
writing:

            6.1.  Compliance  with Laws,  Etc. The Borrowers  shall comply,  and
shall cause each of their Subsidiaries to comply,  with all Requirements of Law,
Contractual  Obligations,   commitments,   instruments,  licenses,  Permits  and
franchises,   including,  without  limitation,  all  Permits,  other  than  such
non-compliances  the  consequences  of which either  singly or in the  aggregate
would have no Material Adverse Effect,  provided,  however,  each Borrower shall
comply in all respects with (i) the Bankruptcy  Code,  (ii) the Federal Rules of
Bankruptcy  Procedure  and (iii) the local  rules and  orders of the  Bankruptcy
Court.

            6.2. Conduct of Business. Each Borrower shall (a) conduct, and shall
cause each of its  Subsidiaries  to conduct,  its  business in a regular  manner
consistent with sound business  practice in such Borrower's or such Subsidiary's
industry;  (b) use, and cause each of their  Subsidiaries to use, its reasonable
efforts,  in the ordinary course and consistent with past practice,  to preserve
its  business  and the  goodwill  and  business of the  customers,  advertisers,
suppliers and others having business relations with any Borrower or any of their
Subsidiaries;  (c) preserve,  and cause each of their  Subsidiaries to preserve,
all registered patents,  trademarks,  trade names,  copyrights and service marks
necessary  for the conduct of its  business;  and (d) perform and  observe,  and
cause  each of  their  Subsidiaries  to  perform  and  observe,  all the  terms,
covenants and  conditions  required to be performed and observed by it under its
Contractual  Obligations  (including,  without  limitation,  to pay all rent and
other  charges  payable  under  any  lease  and to pay all  other  payables  and
obligations as they become due) except to the extent permitted or required under
the  Bankruptcy  Code and by the  Bankruptcy  Court,  and do,  and  cause  their
Subsidiaries to do, all things  necessary to preserve and to keep unimpaired its
rights  under  such  Contractual  Obligations,  other  than,  in the case of (a)
through (d), such failures the consequences of which in the aggregate would have
no Material Adverse Effect.

            6.3.  Payment of Taxes,  Etc. Each Borrower shall pay and discharge,
and shall cause each of its  Subsidiaries to pay and discharge,  before the same
shall become  delinquent  except to the extent  permitted or required  under the
Bankruptcy Code and by the Bankruptcy  Court,  all lawful  governmental  claims,
taxes,  assessments and charges or levies against it or any of its  Subsidiaries
or for which its or any of its Subsidiaries assets may be subject,  except where
contested in good faith, by proper  proceedings,  if adequate  reserves therefor
have  been  established  on the books of such  Borrower  or such  Subsidiary  in
conformity with GAAP and where the  consequence of all such  non-payments in the
aggregate  would have no Material  Adverse  Effect.  To the extent such  claims,
taxes, assessments,  charges or levies are computed on a consolidated,  combined
or unitary basis,  any payments by any Borrower and its  Subsidiaries  shall not
exceed their allocable share thereof.

                                       60




            6.4.  Maintenance of Insurance.  Each Borrower shall  maintain,  and
shall cause each of its Subsidiaries to maintain, insurance with responsible and
reputable  insurance companies or associations in such amounts and covering such
risks as is usually  carried by  companies  engaged  in similar  businesses  and
owning  similar  properties  in the same general areas in which such Borrower or
such Subsidiary operates and as otherwise satisfactory to the Agent, in its sole
judgment exercised reasonably,  and, in any event, all insurance required by any
Collateral  Document.  All insurance  required by any Collateral  Document shall
name  the  Agent  as  additional  insured  or loss  payee,  as the  Agent  shall
determine.  Each  Borrower will furnish to the Agent  (together  with copies for
each Lender) from time to time such  information as may be reasonably  requested
by the Agent as to such insurance.

            6.5.  Preservation of Corporate Existence,  Etc. Each Borrower shall
preserve and maintain,  and shall cause each of their  Subsidiaries  to preserve
and maintain,  its corporate  existence  and,  except for failures  which in the
aggregate  would  have no  Material  Adverse  Effect,  all rights  (charter  and
statutory) and franchises, except as permitted by Section 7.5.

            6.6.  Access.  Each Borrower  shall, at any reasonable time and from
time to time, upon reasonable prior notice, (i) permit the Agent, any agents and
any  representatives  thereof,  to (A) examine and make copies of and  abstracts
from  the  records  and  books  of  account  of such  Borrower  and  each of its
Subsidiaries,  (B)  visit  the  properties  of  such  Borrower  and  each of its
Subsidiaries  and (C)  communicate  directly  with such  Borrower's  independent
certified  public  accountants,  and (ii)  permit the Agent,  any agents and any
representatives  thereof, to discuss the affairs,  finances and accounts of such
Borrower  each of its  Subsidiaries  with any of their  respective  officers  or
directors.  Each Borrower  hereby  authorizes its independent  certified  public
accountants  to  disclose  to the  Agent,  any  agents  and any  representatives
thereof, which authorization shall be confirmed at the request of the Agent, any
and all  financial  statements  and other  information  of any kind,  including,
without limitation, to furnish copies of any management letter, or the substance
of any oral  information  that such  accountants  may have with  respect  to the
business,  financial  condition,  results of operations or other affairs of such
Borrower or any of its  Subsidiaries,  except that such accountants shall not be
obligated to disclose to the Agent or any agents and any representatives thereof
its work  papers or other  confidential  information,  in each case  relating to
either (1) any  preliminary  reports or studies  conducted  by such  accountants
unrelated to any information  previously  disclosed to the Agent,  any agents or
any representatives  thereof,  (2) information  provided by the attorneys of any
Borrower with respect to litigation  matters if such information is confidential
by reason of the applicable attorney work product doctrine or (3) any reports or
communications   concerning  the  negotiations  of  the  collective   bargaining
agreements with any Borrower's unions at any time prior to the execution of such
agreements.

            6.7.  Keeping of Books.  Each Borrower  shall keep,  and shall cause
each of its Subsidiaries to keep,  proper books of record and account,  in which
full and correct  entries  shall be made of all financial  transactions  and the
assets and business of such Borrower and each such Subsidiary in conformity with
GAAP and applicable law, rules and regulations.

            6.8.  Maintenance of  Properties,  Etc. Each Borrower shall maintain
and preserve, and shall cause each of its Subsidiaries to maintain and preserve,
(i) all of its  properties  which are useful or  necessary in the conduct of its
business in good  working  order and  condition,  and

                                       61



(ii) all rights, permits, licenses, approvals and privileges (including, without
limitation, all Permits) which are used or useful or necessary in the conduct of
its business,  other than those which the failure to maintain and preserve would
either singly or in the aggregate have no Material Adverse Effect.

            6.9.  Application  of Proceeds.  The Borrowers  shall use the entire
amount of the proceeds of the Loans as provided in Section 4.17.

            6.10.  Financial  Statements.  The  Borrowers  shall  furnish to the
Lender Parties:

            (a) as soon as  available  and in any event within 30 days after the
end of each month,  the  Consolidated  balance  sheet  without  footnotes of the
Borrower  Consolidated  Group as of the end of such  month and the  Consolidated
statements  of income and cash flow of the Borrower  Consolidated  Group for the
period commencing at the end of the previous Fiscal Year and ending with the end
of such  month,  certified  by the  chief  financial  officer  of WPC as  fairly
presenting  the  financial  condition  and results of operations of the Borrower
Consolidated  Group at such date and for such period  subject to normal year end
audit adjustments,  together with (A) a certificate of said officer stating that
no Default has occurred and is  continuing  or, if a Default has occurred and is
continuing,  a  statement  as to the nature  thereof  and the  action  which the
Borrowers  propose  to  take  with  respect  thereto,  (B) a  schedule  in  form
satisfactory  to the  Agent  of  the  computations  used  by  the  Borrowers  in
determining  compliance with all financial covenants contained herein, and (C) a
written  discussion  and  analysis by the  management  of the  Borrowers  of the
financial statements furnished in respect of such month;

            (b) as soon as  available  and in any event within 90 days after the
end of each Fiscal Year, the  Consolidated and  consolidating  balance sheets of
the Borrower  Consolidated Group as of the end of such year and the Consolidated
and consolidating  statements of income,  retained earnings and cash flow of the
Borrower Consolidated Group for the period commencing at the end of the previous
Fiscal Year and ending with the end of such Fiscal  Year,  certified in the case
of such Consolidated  financial statements without qualification as to the scope
of the audit by  PricewaterhouseCoopers,  LLP,  any other "Big Five"  accounting
firm or other independent public accountants acceptable to the Majority Lenders,
together  with (A) a  certificate  of such  accounting  firm stating that in the
course of the regular audit of the business of the Borrower  Consolidated Group,
which audit was conducted by such  accounting  firm in accordance with generally
accepted auditing  standards,  such accounting firm obtained no knowledge that a
Default has occurred and is continuing, or, if in the opinion of such accounting
firm,  a Default has occurred  and is  continuing,  a statement as to the nature
thereof,  (B) a schedule in form  satisfactory to the Agent of the  computations
used by such accountants in determining,  as of the end of such Fiscal Year, the
Borrowers'  compliance with all financial  covenants contained herein, and (C) a
written  discussion  and  analysis by the  management  of the  Borrowers  of the
financial statements furnished in respect of such Fiscal Year;

            (c) not later than the date on which the Borrowers  shall deliver to
the Lender Parties the financial  statements  referred to in Section 6.10(b) for
any Fiscal Year, a letter from the Borrowers'  independent public accountants in
form and substance satisfactory to the Agent;

                                       62




            (d) promptly  after the same become  available  and in any event not
later than January 31, 2001, the Borrowers'  financial plan for each Fiscal Year
ending on or before December 31, 2002.

            (e) promptly after the same are received by the Borrowers, a copy of
each  management  letter  provided  to the  Borrower  Consolidated  Group by its
independent certified public accountants which refers in whole or in part to any
material  inadequacy,  defect,  problem,  qualification  or other  lack of fully
satisfactory  accounting  controls utilized by the Borrower  Consolidated Group;
and

            (f) weekly,  or more frequently as the Agent may require in its sole
discretion, a Borrowing Base Certificate executed by an officer of WPC listed on
Schedule  2.2 or by such other Person as  otherwise  agreed to by the Agent,  in
writing, as of the end of the preceding month, in the case of Inventory,  and as
of the end of the preceding week, in the case of Receivables.

            6.11.  Reporting  Requirements.  The Borrowers  shall furnish to the
Lender Parties (unless otherwise specified below):

            (a) as soon as  available  and in any  event no  later  than 30 days
after the end of each Fiscal Year, an annual budget  (subject to finalization by
the Borrowers) of the Borrower  Consolidated  Group for the current Fiscal Year,
displaying  on  a  monthly  and  quarterly  basis  anticipated  balance  sheets,
forecasted revenues,  net income and cash flow, all on a consolidated basis, and
sales on a consolidating basis;

            (b) as soon as  available  and in any  event no  later  than 30 days
after the end of each Fiscal Year, a forecast  (subject to  finalization  by the
Borrowers) of annual sales, Capital  Expenditures,  working capital requirements
and  projected  cash  flow  results  of the  Borrower  Consolidated  Group  on a
Consolidated and consolidating basis through the Fiscal Year ending in 2002;

            (c) as soon as  available  and in any event within 45 days after the
end of each  Fiscal  Quarter,  revisions  or  updates to the  reports  delivered
pursuant to subsection (a) and (b) above;

            (d) promptly and in any event within three  Business  Days after any
Borrower,  any of its Subsidiaries or any ERISA Affiliate knows or has reason to
know that any ERISA Event has occurred or is threatened,  a written statement of
the chief financial officer or other appropriate  officer of WPC describing such
ERISA Event or waiver request and the action, if any, which the Borrowers, their
Subsidiaries  and ERISA  Affiliates  propose to take with respect  thereto and a
copy of any notice filed with the PBGC or the IRS pertaining thereto;

            (e)  promptly  and in any event  within  three  days  after  receipt
thereof, a copy of any adverse notice,  determination  letter, ruling or opinion
any Borrower,  any of its Subsidiaries or any ERISA Affiliate  receives from the
PBGC,  DOL or IRS with respect to any Qualified  Plan and, at the request of any
Lender, a copy of any favorable notice,  determination letter, ruling or opinion
with respect thereto from any Governmental Authority;

                                       63




            (f)  promptly  and in any event within two days after the receipt by
any  Borrower,   any  of  its   Subsidiaries  or  any  ERISA  Affiliate  of  any
communication  from the PBGC concerning any Title IV Plan or the response by any
such person to any such communication, a copy thereof;

            (g) promptly after the commencement thereof,  notice of all actions,
suits and proceedings before any domestic or foreign  Governmental  Authority or
arbitrator,  affecting  any  Borrower or any of its  Subsidiaries,  except those
which, individually or in the aggregate, if adversely determined,  would have no
Material Adverse Effect;

            (h) promptly and in any event within three  Business  Days after any
Borrower  becomes aware of the  existence of (i) any Default,  (ii) any material
breach or material  non-performance  of, or any default under,  any  Contractual
Obligation which is material to the business, prospects, operations or financial
condition  of the  Borrower  Consolidated  Group  (other than as a result of the
commencement  of the  Cases),  (iii) any  breach or  non-performance  of, or any
default  under,  any Lease of property  where  Inventory is located or any other
material  Lease (other than as a result of the  commencement  of the Cases),  or
(iv)  any  Material  Adverse  Effect  or any  Material  Adverse  Change,  or any
development or other information, including, without limitation, any development
or  information  of a type  described in Section 4.15,  which has any reasonable
likelihood of resulting in a Material Adverse  Change(other  than as a result of
the commencement of the Cases),  telephonic or telegraphic  notice in reasonable
detail  specifying  the  nature  of the  Default,  development  or  information,
including,  without  limitation,  the anticipated  effect thereof,  which notice
shall be promptly confirmed in writing within five days;

            (i)  promptly  after the  sending or filing  thereof,  copies of all
reports  which WPC sends to its security  holders  generally,  and copies of all
reports and registration  statements which WPC or any of its Subsidiaries  files
with the Securities and Exchange Commission, any national securities exchange or
the National Association of Securities Dealers, Inc.;

            (j) upon the request of any Lender Party,  through the Agent, copies
of all federal, state and local tax returns and reports filed by any Borrower or
any of its  Subsidiaries  (including  consolidated,  combined or unitary returns
filed with any of the Borrowers' Tax Affiliates) and governmental  audit reports
issued to any Borrower or any of its Tax Affiliates in respect of taxes measured
by income of any Borrower or any of its Subsidiaries  (excluding  sales, use and
like taxes);

            (k) promptly  upon,  and in any event within 30 days of any Borrower
or any of its Subsidiaries learning of any of the following, written notice of:

            (i)  the  receipt  by any  Borrower  or any of its  Subsidiaries  of
      written notice of or a claim to the effect that any Borrower or any of its
      Subsidiaries is or may be liable to any Person as a result of a Release or
      threatened  Release  which  could  reasonably  be  expected to subject the
      Borrowers and their Subsidiaries to Environmental Liabilities and Costs of
      $5,000,000 or more;

                                       64




            (ii) the  receipt  by any  Borrower  or any of its  Subsidiaries  of
      notification  that any real or personal property of any Borrower or any of
      its Subsidiaries is subject to any Environmental Lien;

            (iii) the receipt by any Borrower or any of its  Subsidiaries of any
      notice  of  violation  of,  or  knowledge  by any  Borrower  or any of its
      Subsidiaries  that there exists a condition which might reasonably  result
      in a  violation  by  any  Borrower  or any of  its  Subsidiaries  of,  any
      Requirement  of Law  involving  environmental,  health or safety  matters,
      except for  violations,  the  consequences of which in the aggregate would
      have no  reasonable  likelihood  of  subjecting  the  Borrowers  and their
      Subsidiaries to Environmental Liabilities and Costs of $5,000,000 or more;

            (iv) the commencement of any judicial or  administrative  proceeding
      or investigation  alleging a violation of any Requirement of Law involving
      environmental,  health or safety matters other than those the  consequence
      of  which  in  the  aggregate  would  have  no  reasonable  likelihood  of
      subjecting  the  Borrowers  and  their   Subsidiaries   to   Environmental
      Liabilities and Costs of $5,000,000 or more;

            (v) any proposed acquisition of stock, assets or real estate, or any
      proposed leasing of property,  or any other similar action by any Borrower
      or any of its Subsidiaries,  other than those the consequences of which in
      the aggregate  have no reasonable  likelihood of subjecting  the Borrowers
      and  their   Subsidiaries  to  Environmental   Liabilities  and  Costs  of
      $5,000,000 or more;

            (vi)  any  proposed  action  taken  by  any  Borrower  or any of its
      Subsidiaries to commence, recommence or cease manufacturing, industrial or
      other  operations,  other  than  those  the  consequences  of which in the
      aggregate  have no reasonable  likelihood of requiring any Borrower or any
      of its Subsidiaries to obtain additional  environmental,  health or safety
      Permits that require the  expenditure  of  $5,000,000  or more or becoming
      subject to additional Environmental Liabilities and Costs of $5,000,000 or
      more; and

            (vii)  any of  the  items  referred  to in (i)  through  (vi)  above
      regardless  of the amount of  Environmental  Liabilities  and Costs to the
      extent not already  reported  pursuant  to this  Section  6.11(j),  if the
      aggregate Environmental  Liabilities and Costs for such items would exceed
      $10,000,000 in any Fiscal Year;

            (l) upon written  request by any Lender Party  through the Agent,  a
report providing an update of the status of any environmental,  health or safety
compliance,  hazard  or  liability  issue  identified  in any  notice  or report
required  pursuant to this Section 6.11 and any other  environmental,  health or
safety compliance obligation, remedial obligation or liability, other than those
which in the aggregate have no reasonable likelihood of subjecting the Borrowers
and their  Subsidiaries to Environmental  Liabilities and Costs of $5,000,000 or
more;

            (m)  promptly  upon any  Borrower or any of its  Subsidiaries  being
refused insurance for which it applied or had any policy of insurance terminated
(other  than at its  request),  all  information  relating  to such  refusal  or
termination;

                                       65




            (n)  promptly  and in any  event  within  45 days of the end of each
Fiscal  Year,  amendments  and  supplements  to  Schedule  III to  the  Security
Agreement to the extent  required to ensure that such Schedules are accurate and
complete in all material  respects as to the subject  matter  thereof as of such
date;

            (o) promptly to the Agent copies of all filings by any Borrower made
with the Bankruptcy Court or otherwise in connection with the Cases  (including,
without limitation, all monthly reports filed with the United States Trustee);

            (p) as soon as  possible  and in any event  within 30 days after the
end of each  Fiscal  Quarter,  an  inventory  appraisal  update  prepared  by an
independent third party; and

            (q) such other  information  respecting  the  business,  properties,
condition,  financial or otherwise,  or operations of any Borrower or any of its
Subsidiaries  as any  Lender  Party  through  the  Agent  may from  time to time
reasonably request.

            6.12.  Employee  Plans.  With respect to other than a  Multiemployer
Plan, for each  Qualified Plan hereafter  adopted or maintained by any Borrower,
any of its  Subsidiaries or any ERISA  Affiliate,  such Borrower shall (i) seek,
and cause such of their  Subsidiaries  and ERISA Affiliates to seek, and receive
determination  letters  from the IRS to the effect that such  Qualified  Plan is
qualified  within the meaning of Section  401(a) of the Code;  and (ii) from and
after the adoption of any such Qualified  Plan,  cause such plan to be qualified
within the meaning of Section 401(a) of the Code and to be  administered  in all
material  respects  in  accordance  with the  requirements  of ERISA and Section
401(a) of the Code.

            6.13.  Fiscal Year.  Each Borrower shall maintain as its Fiscal Year
the twelve month period ending on December 31 of each year.

            6.14. Borrowing Base Determination.  Each Borrower shall conduct, or
shall cause to be conducted,  at its expense, and upon request of the Agent, and
present to the Agent for approval, such appraisals, investigations or reviews as
the Agent shall reasonably  request for the purpose of determining the Borrowing
Base,  all upon  reasonable  notice and at such  reasonable  times during normal
business hours and as often as may be reasonably requested.  Each Borrower shall
furnish  to the Agent any  information  which the Agent may  reasonably  request
regarding the  determination  and  calculation of the Borrowing Base  including,
without  limitation,  correct and complete  copies of any  invoices,  underlying
agreements, instruments or other documents and the identity of all obligors.

            6.15.  Environmental.  Upon receipt of any notification or otherwise
obtaining  knowledge of any Release or  Environmental  Liabilities  and Costs in
connection  with  any  property  or  operations  of any  Borrower  or any of its
Subsidiaries,   the  Borrowers  shall,  at  their  cost,  conduct,  or  pay  for
consultants to conduct,  appropriate (as reasonably determined by the Borrowers)
tests or assessments, if any, at such time and in such manner as Borrowers shall
reasonably  determine,  of  environmental   conditions  at  such  operations  or
properties   including,   without  limitation,   investigation  and  testing  of
subsurface  conditions,  and shall take such remedial,  investigational or other
action as any Governmental  Authority  lawfully requires or, if there is no such

                                       66



Governmental Authority  requirement,  as is appropriate and consistent with good
business practice (as reasonably determined by the Borrowers).

            6.16. Covenant to Guarantee Obligations and Give Security.  Upon (x)
the request of the Agent  following the occurrence and during the continuance of
a Default, or (y) the acquisition of any property by any Borrower, which, in the
judgment of the Agent,  is not already  subject to a  perfected  first  priority
security  interest in favor of the Agent for the benefit of the Secured Parties,
then the Borrowers shall, in each case at the Borrowers' expense:

            (i) within 10 days after such request or acquisition, furnish to the
      Agent a description  of the real and personal  properties of the Borrowers
      and their  respective  Subsidiaries  in detail  satisfactory to the Agent,
      (ii) within 15 days after such  request or  acquisition,  duly execute and
      deliver to the Agent mortgages, pledges,  assignments,  security agreement
      supplements,  intellectual  property  security  agreement  supplements and
      other  security  agreements,  as  specified  by and in form and  substance
      satisfactory to the Agent,  securing payment of all the Obligations of the
      applicable Borrower under the Loan Documents and constituting Liens on all
      such properties,

            (iii)  within  30 days  after  such  request  or  acquisition,  take
      whatever  action  (including,   without   limitation,   the  recording  of
      mortgages, the filing of Uniform Commercial Code financing statements, the
      giving of notices and the  endorsement of notices on title  documents) may
      be necessary or advisable in the opinion of the Agent to vest in the Agent
      (or in any  representative  of  the  Agent  designated  by it)  valid  and
      subsisting  Liens  on  the  properties  purported  to be  subject  to  the
      mortgages,   pledges,   assignments,   security   agreement   supplements,
      intellectual   property  security   agreement   supplements  and  security
      agreements  delivered pursuant to this Section 6.16,  enforceable  against
      all third parties in accordance with their terms,

            (iv) within 60 days after such  request or  acquisition,  deliver to
      the Agent, upon the request of the Agent in its sole discretion,  a signed
      copy of a favorable opinion,  addressed to the Agent and the other Secured
      Parties,  of counsel for the  Borrowers  acceptable to the Agent as to the
      matters  contained  in  clauses  (i),  (iii)  and (iv)  above,  as to such
      guaranties,   guaranty  supplements,   mortgages,   pledges,  assignments,
      security agreement  supplements,  intellectual property security agreement
      supplements  and  security  agreements  being  legal,  valid  and  binding
      obligations of each Borrower party thereto  enforceable in accordance with
      their terms, as to the matters  contained in clause (iv) above, as to such
      recordings,   filings,  notices,  endorsements  and  other  actions  being
      sufficient to create valid perfected Liens on such  properties,  and as to
      such other matters as the Agent may reasonably request,

            (v) as promptly as  practicable  after such request or  acquisition,
      deliver,  upon the  request  of the Agent in its sole  discretion,  to the
      Agent with  respect to each parcel of real  property  owned or held by the
      entity that is the

                                       67




      subject of such request,  formation or acquisition title reports,  surveys
      and engineering,  soils and other reports,  and  environmental  assessment
      reports,  each in scope,  form and  substance  satisfactory  to the Agent,
      provided,  however,  that to the extent  that any  Borrower  or any of its
      Subsidiaries shall have otherwise received any of the foregoing items with
      respect  to such real  property,  such  items  shall,  promptly  after the
      receipt thereof, be delivered to the Agent,

            (vi) upon the  occurrence  and during the  continuance of a Default,
      promptly  cause to be deposited any and all cash dividends paid or payable
      to it or any of its Subsidiaries from any of its Subsidiaries from time to
      time into the Collateral Account,  and with respect to all other dividends
      paid or  payable  to it or any of its  Subsidiaries  from  time  to  time,
      promptly execute and deliver, or cause such Subsidiary to promptly execute
      and deliver,  as the case may be, any and all further instruments and take
      or cause  such  Subsidiary  to take,  as the case may be,  all such  other
      action as the Agent may deem necessary or desirable in order to obtain and
      maintain  from and  after  the time  such  dividend  is paid or  payable a
      perfected, first priority lien on and security interest in such dividends,
      and

            (vii)  at any  time and from  time to  time,  promptly  execute  and
      deliver any and all further  instruments  and  documents and take all such
      other action as the Agent may deem necessary or desirable in obtaining the
      full  benefits  of, or in  perfecting  and  preserving  the Liens of, such
      guaranties,    mortgages,   pledges,   assignments,   security   agreement
      supplements,  intellectual  property  security  agreement  supplements and
      security agreements,  including, without limitation,  making such requests
      of the Bankruptcy Court as the Agent may deem necessary or desirable.

            6.17. Further Assurances. (a) Promptly upon request by the Agent, or
any Lender Party through the Agent, each Borrower shall correct,  and cause each
of its Subsidiaries  promptly to correct,  any material defect or error that may
be discovered in any Loan Document or in the execution,  acknowledgment,  filing
or recordation thereof, and

            (b) Promptly upon request by the Agent,  or any Lender Party through
      the Agent, each Borrower shall do, execute, acknowledge,  deliver, record,
      re-record,  file,  re-file,  register  and  re-register  any and all  such
      further acts, deeds, conveyances,  pledge agreements,  mortgages, deeds of
      trust, trust deeds,  assignments,  financing  statements and continuations
      thereof,  termination  statements,   notices  of  assignment,   transfers,
      certificates, assurances and other instruments as the Agent, or any Lender
      Party through the Agent, may reasonably require from time to time in order
      to (A) carry out more effectively the purposes of the Loan Documents,  the
      Interim  Order and the final  Order,  as  applicable,  (B) to the  fullest
      extent  permitted by applicable law,  subject any Borrower's or any of its
      Subsidiaries' properties,  assets, rights or interests to the Liens now or
      hereafter intended to be covered by any of the Collateral  Documents,  (C)
      perfect and maintain the  validity,  effectiveness  and priority of any of
      the  Collateral  Documents  and any of the Liens  intended  to be  created
      thereunder and (D) assure,  convey,  grant,  assign,  transfer,  preserve,
      protect and confirm more  effectively  unto the Secured Parties the rights
      granted or now or hereafter  intended to be granted to the Secured Parties

                                       68



      under  any Loan  Document  or  under  any  other  instrument  executed  in
      connection  with any Loan  Document  to which any  Borrower  or any of its
      Subsidiaries is or is to be a party, and cause each of its Subsidiaries to
      do so.

            6.18. Performance of Loan Documents. Each Borrower shall perform and
observe,  and cause each of its Subsidiaries to perform and observe,  all of the
terms and  provisions  of each Loan  Document to be performed or observed by it,
maintain  each such Loan  Document in full force and effect,  enforce  such Loan
Document in accordance  with its terms,  take all such action to such end as may
be from time to time requested by the Agent and, upon request of the Agent, make
to each other party to each such Loan  Document  such  demands and  requests for
information and reports or for action as any Borrower or any of its Subsidiaries
is  entitled  to make under such Loan  Document  except as  expressly  otherwise
permitted under the Bankruptcy Code.

            6.19.  Priority.  Each  Borrower  acknowledges,  pursuant to Section
364(c)(1)  of the  Bankruptcy  Code,  that  the  obligations  of  the  Borrowers
hereunder and under the other Loan Documents  constitute allowed  administrative
expense claims in the Cases having priority over all administrative  expenses of
the kind specified in Section  503(b) or 507(b) of the  Bankruptcy  Code subject
only to the Carve-Out.

            6.20. Validity of Loan Documents.  Each Borrower shall object to any
application  made on  behalf  of any  other  Borrower  or by any  Person  to the
validity of any Loan Document or the applicability or enforceability of any Loan
Document or which seeks to void, avoid, limit or otherwise  adversely affect the
security  interest  created  by or in any  Loan  Document  or any  payment  made
pursuant thereto.

            6.21. Conditions Subsequent.

            (a) As soon as  possible  and in any event  not  later  than 30 days
after  the  Effective  Date,  each  Borrower  shall  deliver  to the  Agent  the
following:

            (i) deeds of trust,  trust deeds and mortgages in substantially  the
      form of Exhibit I hereto (in each case as amended,  the "Mortgages"),  and
      covering  the  properties  listed on  Schedule  4.20(a)  (other than those
      properties  marked with an  asterisk)  duly  executed  by the  appropriate
      Borrower, together with evidence of the insurance required by the terms of
      such Mortgages,

            (ii) evidence  that  counterparts  of the  Mortgages  referred to in
      clause (i) above  have been duly  recorded  on or before  such date in all
      filing or recording offices that the Agent may deem necessary or desirable
      in order to  create a valid  first  and  subsisting  Lien on the  property
      described  therein in favor of the Agent for the  benefit  of the  Secured
      Parties and that all filing and recording taxes and fees have been paid,

            (iii) fully paid American Land Title  Association  Lender's Extended
      Coverage title  insurance  policies (the "Mortgage  Policies") in form and
      substance,  with endorsements and in amount,  reasonably acceptable to the
      Agent,  issued,  coinsured  and  reinsured  by title  insurers  reasonably
      acceptable to the Agent,  insuring the Mortgages referred to in clause (i)
      above to be valid first and  subsisting  Liens on the  property  described

                                       69



      therein,  free and clear of all  defects  (including,  but not limited to,
      mechanics'  and  materialmen's  Liens) and  encumbrances,  excepting  only
      Permitted Encumbrances, and providing for such other affirmative insurance
      (including  endorsements  for future advances under the Loan Documents and
      for mechanics' and  materialmen's  Liens) and such  coinsurance and direct
      access  reinsurance  as  the  Agent  may  deem  reasonably   necessary  or
      desirable,

            (iv) as to each property identified by the Agent,  perimeter surveys
      certified to the Agent and the issuer of the Mortgage Policies in a manner
      reasonably  satisfactory  to the Agent by a land surveyor duly  registered
      and licensed in the States in which the property described in such surveys
      is located and reasonably acceptable to the Agent, and

            (v)  opinions of local  counsel for the  Borrowers  in the states of
      Alabama, Colorado,  Kentucky,  Minnesota, Ohio, and West Virginia, related
      to the enforceability of the Mortgages referred to in clause (i) above, in
      form and substance reasonably satisfactory to the Agent.

            (b) As soon as  possible  and in any event  not  later  than 90 days
after  the  Effective  Date,  each  Borrower  shall  deliver  to the  Agent  the
following:

            (i) Mortgages covering the properties listed on Schedule 4.20(a) and
      marked  with an  asterisk,  duly  executed  by the  appropriate  Borrower,
      together  with  evidence  of the  insurance  required by the terms of such
      Mortgages,

            (ii) evidence  that  counterparts  of the  Mortgages  referred to in
      clause (i) above  have been duly  recorded  on or before  such date in all
      filing or recording offices that the Agent may deem necessary or desirable
      in order to create a valid,  first  and  subsisting  Lien on the  property
      described  therein in favor of the Agent for the  benefit  of the  Secured
      Parties and that all filing and recording taxes and fees have been paid,

            (iii)  fully paid  Mortgage  Policies  in form and  substance,  with
      endorsements  and in amount  reasonably  acceptable to the Agent,  issued,
      coinsured and  reinsured by title  insurers  reasonably  acceptable to the
      Agent, insuring the Mortgages referred to in clause (i) above to be valid,
      first and subsisting  Liens on the property  described  therein,  free and
      clear of all  defects  (including,  but not  limited  to,  mechanics'  and
      materialmen's   Liens)  and   encumbrances,   excepting   only   Permitted
      Encumbrances,   and  providing  for  such  other   affirmative   insurance
      (including  endorsements  for future advances under the Loan Documents and
      for mechanics' and  materialmen's  Liens) and such  coinsurance and direct
      access  reinsurance  as  the  Agent  may  deem  reasonably   necessary  or
      desirable,

            (iv) as to each property identified by the Agent, perimeter surveys,
      certified to the Agent and the issuer of the Mortgage Policies in a manner
      reasonably  satisfactory  to the Agent by a land surveyor duly  registered
      and licensed in the States in which the property described in such surveys
      is located and reasonably acceptable to the Agent, and

                                       70




            (v)  opinions of local  counsel for the  Borrowers  in the states of
      Alabama,  Colorado,  Kentucky,  Minnesota,  Ohio,  Pennsylvania  and  West
      Virginia,  related to the  enforceability of the Mortgages  referred to in
      clause (i) above,  in form and substance  reasonably  satisfactory  to the
      Agent;

provided, however, that the failure of the Borrowers to deliver any of the items
required  under this paragraph (b) shall not constitute a Default so long as the
Borrowers have used and continue to use their best efforts to obtain and deliver
such items.

            (c) As soon as  possible  and in any event  not  later  than 90 days
after  the  Effective  Date,  each  Borrower  shall  deliver  to the  Agent  the
following:

            (i) Mortgages covering the properties listed on Schedule 4.20(b) and
      marked  with an  asterisk,  duly  executed  by the  appropriate  Borrower,
      together  with  evidence  of the  insurance  required by the terms of such
      Mortgages,

            (ii) evidence  that  counterparts  of the  Mortgages  referred to in
      clause (i) above  have been duly  recorded  on or before  such date in all
      filing or recording offices that the Agent may deem necessary or desirable
      in order to  create a valid  first  and  subsisting  Lien on the  property
      described  therein in favor of the Agent for the  benefit  of the  Secured
      Parties and that all filing and recording taxes and fees have been paid,

            (iii)  opinions of local  counsel for the Borrowers in the states of
      Florida,  Kansas, Indiana,  Nevada, New York, Ohio, Oregon,  Pennsylvania,
      Texas,  Virginia  and  Washington,  related to the  enforceability  of the
      Mortgages  referred  to  in  clause  (i)  above,  in  form  and  substance
      reasonably satisfactory to the Agent.

            (d) As soon as  possible  and in any event  not  later  than 30 days
after the Effective Date, each Borrower shall use its best efforts to deliver to
the Agent the following:

            (i) a consent to the assignment of each Assigned Agreement,  if any,
      referred to in the Security Agreement, duly executed by each party to such
      Assigned Agreement other than a Borrower, and

            (ii) such consents and agreement of lessors and other third parties,
      and such estoppel letters and other  confirmations,  as the Agent may deem
      necessary or desirable.


                                   ARTICLE VII

                               NEGATIVE COVENANTS

            As long as any of the  Obligations or Revolving  Credit  Commitments
remain outstanding,  without the written consent of the Majority Lenders (or the
Agent, as provided in this Article VII):

                                       71




            7.1.  Liens,  Etc. No Borrower  shall create or suffer to exist,  or
permit any of its  Subsidiaries  to create or suffer to exist,  any Lien upon or
with respect to any of its or such Subsidiary's properties, whether now owned or
hereafter acquired,  or assign, or permit any of its Subsidiaries to assign, any
right to receive  income (or apply to the  Bankruptcy  Court for authority to do
so), except for the following (each of which will be given independent  effect);
provided,  however,  no such Liens  permitted by this Section 7.1 (other than as
described  in clauses  (a),  (e),  (f),  (i), (j) and (k)) shall be Liens on any
property constituting Collateral:

            (a) Liens created pursuant to the Loan Documents and contemplated by
the Interim Order and the Final Order;

            (b) Capitalized Lease Obligations,  purchase money Liens or purchase
money security interests upon or in any property of, or owned, leased,  acquired
or held by such  Borrower or any  Subsidiary  of such  Borrower in the  ordinary
course of  business  to secure the  purchase  price of such  property  and Liens
existing on such property at the time of its direct or indirect  acquisition  by
such  Borrower  or  such  Subsidiary  (other  than  any  such  Lien  created  in
contemplation  of  anticipation  of such  acquisition)  and  Liens on  specified
equipment  securing  Indebtedness  in an amount of not more than  $8,000,000  in
favor of the State of Ohio Department of Development on terms  acceptable to the
Agent;  provided,  however,  that (i) any such Lien is  created  solely  for the
purpose of securing Indebtedness representing,  or incurred to acquire, finance,
refinance  or  refund,  the cost  (including,  without  limitation,  the cost of
construction) of the property subject thereto,  (ii) the principal amount of the
Indebtedness  secured by such Lien does not exceed 100% of such cost, (iii) such
Lien does not extend to or cover any  property  other than such item of property
and any  improvements on such item and (iv) the incurrence of such  Indebtedness
is permitted by Section 7.2(g);

            (c) Liens created pursuant to the Letter of Credit Agreement;

            (d)  Any  Lien  securing  the  renewal,  extension,  refinancing  or
refunding of any Indebtedness or other obligation  secured by any Lien permitted
by  subsections  (b), (c) or (j) of this Section 7.1 without any increase in the
amount secured thereby or in the assets subject to such Lien;

            (e)  Liens  arising  by  operation  of law in favor of  materialmen,
mechanics, warehousemen,  carriers, lessors or other similar Persons incurred by
any Borrower or any of its Subsidiaries in the ordinary course of business which
secure its obligations to such Person; provided,  however, that such Borrower or
such Subsidiary (i) is not in default with respect to such payment obligation to
such Person or (ii) is in good faith and by appropriate  proceedings  diligently
contesting  such  obligation  and  adequate  provision  is made for the  payment
thereof and the  consequences  of all such liens in the aggregate  would have no
Material Adverse Effect;

            (f)  Liens   (excluding   Environmental   Liens)   securing   taxes,
assessments or governmental charges or levies; provided,  however, that (i) none
of any  Borrower  or any of its  Subsidiaries  is in  default  in respect of any
payment  obligation with respect thereto and adequate  provision is made for the
payment thereof or (ii) such Borrower or such Subsidiary is in good faith and by
appropriate   proceedings   diligently  contesting  such  obligation,   adequate
provision  is

                                       72



made for the payment  thereof and the  consequence  of all such  failures in the
aggregate would have no Material Adverse Effect;

            (g) Liens  incurred or pledges  and  deposits  made in the  ordinary
course of  business  in  connection  with  workers'  compensation,  unemployment
insurance, old-age pensions and other social security or welfare benefits;

            (h)  Liens  securing  the  performance  of  bids,  tenders,  leases,
contracts  (other  than  for  the  repayment  of  borrowed   money),   statutory
obligations,  surety  and appeal  bonds and other  obligations  of like  nature,
incurred as an incident to and in the ordinary course of business,  and judgment
liens; provided, however, that all such Liens in the aggregate (i) would have in
the  aggregate  no Material  Adverse  Effect and (ii) do not secure  directly or
indirectly judgments in excess of $5,000,000;

            (i)  Zoning   restrictions,   easements,   licenses,   reservations,
rights-of-way,  encroachments, restrictions on the use of real property or minor
defects  or  irregularities  incident  thereto  which  do not  in the  aggregate
materially  detract from the value or use, in the ordinary  conduct of business,
of the property or assets of the  Borrowers  and their  Subsidiaries  taken as a
whole;

            (j) Liens  existing on the date of this  Agreement  and disclosed on
Schedule 4.10; and

            (k) Liens  incurred  in  connection  with  transactions  of the type
described in clause (iv) of the definition of Cash Equivalents.

            7.2.  Indebtedness.  No Borrower shall create or suffer to exist, or
permit any of its  Subsidiaries to create or suffer to exist,  any  Indebtedness
except (each of which will be given independent effect):

            (a) the Obligations;

            (b) Indebtedness with respect to Contingent  Obligations incurred in
connection with transactions permitted under this Agreement;

            (c)  current  liabilities  in  respect  of  taxes,  assessments  and
governmental  charges  or levies  incurred,  or  claims  for  labor,  materials,
inventory,  services,  supplies and rentals  incurred,  or for goods or services
purchased,  in the ordinary course of business consistent with the past practice
of such Borrower and its Subsidiaries;

            (d)  Indebtedness  of  such  Borrower  or any  of  its  Subsidiaries
outstanding on the Effective Date and reflected on Schedule 7.2;

            (e)  Indebtedness  owing to such  Borrower by any of the  Borrowers'
respective Subsidiaries;

                                       73




            (f)  Indebtedness  arising under any surety,  payment or performance
bond  reimbursement  obligation  entered  into in the  ordinary  course  of such
Borrower's business and consistent with the past practice of such Borrower;

            (g)  Indebtedness of any Borrower or any of its  Subsidiaries  under
Capitalized  Lease  Obligations and  Indebtedness  secured by Liens permitted by
Section 7.1(b),  provided,  however, that the sum of (i) the aggregate principal
amount of Capitalized  Lease  Obligations and Indebtedness  secured by any Liens
permitted by Section 7.1(b)  incurred under this clause (g) by the Borrowers and
their  Subsidiaries  (and not  pursuant  to clause  7.1(b)  above)  and (ii) the
aggregate  principal amount of Indebtedness  incurred  pursuant to clause 7.1(b)
above by the Borrowers and their  Subsidiaries,  shall not exceed $15,000,000 at
any one time outstanding;

            (h) Indebtedness evidenced by the WPC Note;

            (i)  Indebtedness   arising  under  any  appeal  bond  reimbursement
obligation entered into with respect to any judgment;

            (j)  Indebtedness  of  WPSC  arising  under  the  Letter  of  Credit
Agreement;

            (k) Indebtedness constituting a renewal,  extension,  refinancing or
refunding of Indebtedness  described in Sections 7.2(d),  (g) and (m), (i) for a
principal amount not in excess of the principal amount of such  Indebtedness and
(ii) in the case of Indebtedness  described in Sections 7.2(d),  (g) and (m), on
other  terms  and  conditions  as or  more  favorable  to any  Borrower  and its
Subsidiaries  than the terms of the  Indebtedness  being  renewed,  extended  or
refunded;

            (l) Indebtedness incurred in connection with transactions  described
in clause (iv) of Cash Equivalents; and

            (m) Indebtedness of WPC arising under the Replacement  Notes and the
guaranty  by  any  other  Borrower  of the  Replacement  Notes  or any  renewal,
extension, refinancing or refunding thereof for a principal amount not in excess
of the  Replacement  Notes  outstanding  at such  time  and on other  terms  and
conditions  as  or  more   favorable  to  WPC,  such  other   Borrower  and  its
Subsidiaries.

            7.3. Lease  Obligations.  (a) Except for existing or proposed leases
listed on Schedule  7.3 or as  permitted by Section  7.5(c),  no Borrower  shall
create or suffer to exist, or permit any of its Subsidiaries to create or suffer
to exist,  any  obligations as lessee for the rental or hire of real or personal
property in connection with any sale and leaseback  transaction,  other than the
sale and leaseback of the Lenexa,  Kansas facility, or for the rental or hire of
real or personal  property of any kind under other leases or agreements to lease
having an  original  term of one year or more  which  would  cause the direct or
contingent   liabilities  of  the  Borrowers  and  their   Subsidiaries,   on  a
consolidated  basis,  in respect of all such  obligations  (other  than any such
liabilities in respect of renewals or replacements of existing leases in amounts
not in excess of those  payable  under  existing  leases) to exceed  $15,000,000
payable in any period of 12 consecutive months.

            (b)  Except  for any  lease or  agreement  authorized  or  permitted
pursuant to Section 7.3(a), no Borrower shall, or permit any of its Subsidiaries
to,  become or remain liable as

                                       74



lessee or  guarantor  or other  surety  with  respect to any  lease,  whether an
operating  lease  or a  Capitalized  Lease,  of any  property  (whether  real or
personal or mixed),  whether  now owned or  hereafter  acquired,  which (i) such
Borrower or any of its  Subsidiaries  has sold or  transferred  or is to sell or
transfer to any other Person,  or (ii) such Borrower or any of its  Subsidiaries
intends to use for  substantially  the same purposes as any other property which
has been or is to be sold or  transferred  by that entity to any other Person in
connection with such lease.

            7.4. Restricted Payments. No Borrower shall (a) declare or make, and
shall not  permit any of its  Subsidiaries  to  declare  or make,  any  dividend
payment or other distribution of assets,  properties,  cash, rights, obligations
or securities on account or in respect of any of its Stock or Stock  Equivalents
(or apply to the  Bankruptcy  Court for authority to do so, except in connection
with the Reorganization  Plan) except dividends paid to a Borrower or any wholly
owned Subsidiary of a Borrower by any Borrower or any of its Subsidiaries or (b)
except as set forth in Schedule 7.4 and except for adequate  protection payments
not to exceed $10,000,000 in the aggregate, purchase, redeem, prepay, defease or
otherwise  acquire for value or make any payment (other than required  payments)
on account or in respect of (or permit any of its Subsidiaries to do so or apply
to the  Bankruptcy  Court for authority to do so, except in connection  with the
Reorganization  Plan) any principal  amount of Indebtedness  for borrowed money,
including,  without limitation,  interest, now or hereafter outstanding,  except
(i) the Loans,  (ii) payments made by a Borrower or its  Subsidiary to any other
Borrower  on  account  of any  Indebtedness  owing to a  Borrower  by such other
Borrower or Subsidiary,  (iii) in connection with Indebtedness  being refinanced
in  accordance  with  Section  7.2(k),  (iv) in  connection  with the use of tax
attributes  pursuant to the  provisions  of the Tax Sharing  Agreement,  and (v)
payments  made to repay the WPC Note,  and loans or  advances  made prior to the
date of this Agreement as set forth on Schedule 7.4; provided, that with respect
to any  repayments,  repurchases or redemptions  made pursuant to clause (b)(iv)
above,  no Default  shall have  occurred and be  continuing or would result from
such payment.

            7.5. Mergers,  Stock Issuances,  Sale of Assets, Etc (a) No Borrower
shall, or permit any of its  Subsidiaries  (or apply to the Bankruptcy Court for
authority to do so, except in connection  with the  Reorganization  Plan) to (i)
merge,  consolidate with or into, any Person,  (ii) acquire all or substantially
all  of the  Stock  or  Stock  Equivalents  of  any  Person  or  acquire  all or
substantially  all of the  assets of any  Person or (iii)  enter  into any joint
venture or any similar transaction with any Person; provided that (x) any direct
or indirect Subsidiary of a Borrower may merge or consolidate with or into, such
Borrower or any other Subsidiary of such Borrower and (y) any Borrower may enter
into any joint venture or transaction permitted by Section 7.6(d).

            (b) No Borrower  shall (i) issue or  transfer,  or permit any of its
Subsidiaries to issue or transfer, any Stock or Stock Equivalents other than any
such  issuance or transfer (A) by a Subsidiary of a Borrower to such Borrower or
a wholly  owned  Subsidiary  of such  Borrower or (B) by a direct  wholly  owned
Subsidiary of a Borrower to such Borrower or (C) in connection with transactions
permitted by Section 7.5(a) or 7.6(d), or (ii) sell, convey,  transfer, lease or
otherwise  dispose  of, or from and after the  Effective  Date permit any of its
Subsidiaries to sell, convey, transfer, lease or otherwise dispose of, any Stock
or Stock Equivalents of any of such Borrower's  Subsidiaries unless, in any such
case, both there is transferred  all of the Stock and Stock  Equivalents of such
Subsidiary owned by such Borrower and its Subsidiaries and such issuance,  sale,
conveyance, transfer, lease or disposition would be permitted by Section 7.5(c).

                                       75




            (c) No Borrower shall, or permit any of its  Subsidiaries  to, sell,
convey,  transfer,  lease  or  otherwise  dispose  of any of its  assets  or any
interest  therein to any Person or permit or suffer any other  Person to acquire
any interest in any of assets of such Borrower or any such  Subsidiary (or apply
to the  Bankruptcy  Court for authority to do so, except in connection  with the
Reorganization  Plan),  except (i) the sale or  disposition  of inventory in the
ordinary course of business or assets which have become obsolete, (ii) leases of
personal  property  by such  Borrower  or any wholly  owned  Subsidiary  of such
Borrower to such Borrower or to any wholly owned  Subsidiary  of such  Borrower,
(iii)  the  lease or  sublease  of real  property  not  constituting  a sale and
leaseback,  to the extent not otherwise  prohibited by this Agreement,  (iv) any
such sale, conveyance, transfer, lease or other disposition to any Borrower, (v)
as long as no Default is continuing or would result therefrom,  any such sale of
any assets for the Fair Market Value  thereof and, in the case of any such sales
that are not related to trade-ins for  replacements  of existing  assets,  in an
aggregate amount not to exceed  $10,000,000 in any Fiscal Year,  payable in cash
or in notes upon such sale;  provided,  that such notes  shall not exceed 50% of
the aggregate  consideration  per Fiscal Year; and provided further that no such
sale shall include  assets which are necessary to the  continuing  operations of
any Borrower and its  Subsidiaries,  (vi) sales of assets incurred in connection
with transactions of the type described in clause (iv) of the definition of Cash
Equivalents and (vii) transfers of assets permitted under Section 7.6(d).

            (d) No  Borrower  shall sell or  otherwise  dispose of, or factor at
maturity or collection,  or permit any of its  Subsidiaries to sell or otherwise
dispose  of,  or factor  at  maturity  or  collection,  any of their  respective
accounts receivables.

            7.6.  Investments in Other Persons.  No Borrower shall,  directly or
indirectly,  make or  maintain,  or permit  any of its  Subsidiaries  to make or
maintain,  any loan or  advance  to any  Person or own,  purchase  or  otherwise
acquire,  or  permit  any of its  Subsidiaries  to own,  purchase  or  otherwise
acquire,  any Stock,  Stock Equivalents,  other equity interest,  obligations or
other  securities of, or any assets  constituting  the purchase of a business or
line of business, or make or maintain, or permit any of its Subsidiaries to make
or maintain,  any capital  contribution  to, or otherwise  invest in, any Person
(any such transaction being an "Investment"), except:

            (a) Investments in accounts, contract rights and chattel paper (each
as defined in the UCC),  notes  receivable and similar items arising or acquired
in the ordinary  course of business  consistent  with the past  practice of such
Borrower and its Subsidiaries;

            (b) loans or advances to  employees  of such  Borrower or any of its
Subsidiaries,  which  loans  and  advances  shall not in the  aggregate  for the
Borrowers and their  Subsidiaries  exceed  $2,000,000  outstanding  at any time;
provided, however, that such loans or advances in respect of relocation expenses
shall not in the aggregate exceed $1,000,000;

            (c) Investments in Cash Equivalents;

            (d)  Investments in (i) the  Fabricating  Joint  Ventures,  (ii) the
Co-Generation Agreement and (iii) joint ventures relating to the development and
construction of a bulk commodity unloading facility at the Steubenville facility
of WPSC; provided that no Default has occurred and is continuing or would result
therefrom and the amount of such Investments  permitted  pursuant to this clause
(d) made from and after the Effective  Date shall not exceed in

                                       76



the aggregate at any time $5,000,000 or such lesser amount as shall be available
for Capital Expenditures in accordance with Section 5.1;

            (e)  Investments  existing  on the  date  hereof  and set  forth  on
Schedule 7.6;

            (f) Investments in each other Borrower; and

            (g)  Investments  in Ohio  Coatings  Company  consistent  with  past
practices of the  Borrowers,  provided  that the increase in the net  Receivable
from Ohio Coatings Company shall not exceed $5,000,000 at any time outstanding.

            7.7. Change in Nature of Business.  No Borrower  shall,  directly or
indirectly, make, or permit any of its Subsidiaries to make, any material change
in the  nature or  conduct of its  business  as  carried on at the date  hereof,
except as otherwise  expressly  permitted  herein or to the extent  necessary or
appropriate  to  adapt  to  changes  or  anticipated  changes  in  the  business
environment or otherwise deemed  appropriate by management for the manufacturing
and sale of steel and steel-related products.

            7.8.  Material  Agreements.  No Borrower shall, or permit any of its
Subsidiaries to, alter, amend, modify, rescind,  terminate or waive any of their
respective  rights  under,  or fail to comply in all respects  with all of their
respective  Contractual  Obligations  (other than pursuant to Section 365 of the
Bankruptcy  Code);  provided,  however,  that,  with respect to any  Contractual
Obligations  (other than the Loan Documents,  the Replacement  Notes and the Tax
Sharing  Agreement),  such  Borrowers  and  its  Subsidiaries  may  do so if the
consequences  thereof in the aggregate have no Material Adverse Effect and, with
respect to any Contractual  Obligations  under the Replacement Notes and the Tax
Sharing  Agreement,  the  Borrowers  and their  Subsidiaries  may do so with the
Agent's consent if the effect of such action is not adverse to the Borrowers and
the Lender  Parties;  and  provided  further  that in the event of any breach or
event of default by a Person other than any Borrower or any of its  Subsidiaries
that would be reasonably  anticipated to give rise to a Material Adverse Effect,
the  Borrowers  shall  promptly  notify the Agent of any such breach or event of
default  and take all such  action as may be  reasonably  necessary  in order to
endeavor to cause such breach or event of default to be cured unless the failure
to do so would have no Material Adverse Effect.

            7.9.  Accounting  Changes.  No Borrower shall make, or permit any of
its  Subsidiaries  to make,  any change in  accounting  treatment  and reporting
practices or tax reporting treatment, except as required by GAAP or law, rule or
regulation and disclosed to the Lender Parties and the Agent.

            7.10. Transactions with Affiliates. No Borrower shall, or permit any
of its Subsidiaries to, except as otherwise  expressly  permitted herein, do any
of the following: (i) make any Investment in an Affiliate of such Borrower not a
wholly owned Subsidiary of such Borrower; (ii) transfer,  sell, lease, assign or
otherwise  dispose of any asset to any  Affiliate of such  Borrower not a wholly
owned  Subsidiary  of such  Borrower;  (iii) merge into or  consolidate  with or
purchase or acquire  assets from any  Affiliate  of such  Borrower  other than a
wholly owned  Subsidiary of such Borrower;  (iv) repay any  Indebtedness  to any
Affiliate of such Borrower;  or (v) enter into any other transaction directly or
indirectly  with or for the  benefit of any  Affiliate  of such  Borrower  not a

                                       77



wholly  owned  Subsidiary  of  such  Borrower  (including,  without  limitation,
guaranties and assumptions of obligations of any such Affiliate)  except for (A)
transactions  in the ordinary course of business on a basis no less favorable to
such  Borrower or such  Subsidiary  as would be obtained in a  comparable  arm's
length transaction with a Person not an Affiliate,  (B) reasonable  salaries and
other employee compensation,  including,  without limitation, any profit sharing
and other  established  bonus or  deferred  compensation  plans,  to officers or
directors of such Borrower or any of its Subsidiaries  commensurate with current
compensation  levels;  provided,  however that such Borrower may pay salaries or
other employee compensation at levels commensurate with industry practice to new
employees who are not Affiliates of the such Borrower  immediately  prior to the
date of hire,  (C) any  transaction  required  or  otherwise  permitted  by this
Agreement, (D) those transactions listed on Schedule 7.10, (E) transactions with
Ohio Coatings Company, Wheeling-Nisshin,  Dong Yang, Unimast, Inc., Subsidiaries
of Handy & Harman and Feralloy Ohio Corporation  previously disclosed in writing
to the  Agent  and the  Lender  Parties  on a basis  no less  favorable  to such
Borrower or such  Subsidiary  as would be obtained in a comparable  arm's-length
transaction  with a Person not an Affiliate,  (F) payments under the Tax Sharing
Agreement or (G) other  transactions  with Affiliates to the extent not included
in (A)  through  (F)  provided  that the  amounts  payable by the  Borrowers  in
connection with such  transactions  shall not in the aggregate exceed $2,000,000
per Fiscal Year.

            7.11.  Cancellation  of  Indebtedness  Owed to It. No Borrower shall
cancel,  or permit any of its Subsidiaries to cancel,  any claim or Indebtedness
owed to it except  for  adequate  consideration  and in the  ordinary  course of
business,  except to the extent that such cancellation occurs in connection with
the consummation of a plan of reorganization or liquidation of the obligor under
such  Indebtedness  and such  cancellation  would  not have a  Material  Adverse
Effect.

            7.12. No New  Subsidiaries.  No Borrower shall, or permit any of its
Subsidiaries to, acquire, incorporate or otherwise organize any Subsidiary which
was not in existence on the Effective Date (a "New Subsidiary").

            7.13. Capital Structure. Except as otherwise permitted hereunder, no
Borrower  shall make, or permit any of its  Subsidiaries  to make, any change in
its  capital  structure  (including,  without  limitation,  in the  terms of its
outstanding  Stock or as  required  in  connection  with the Cases) or amend its
certificate of incorporation or by-laws,  other than those changes which, in the
aggregate, would have no Material Adverse Effect.

            7.14. No Speculative Transactions.  No Borrower shall, or permit any
of its Subsidiaries to, engage in any speculative transaction or, except for the
sole  purpose of hedging in the normal  course of business and  consistent  with
industry  practices,  engage in any transaction  involving  commodity options or
futures contracts.

            7.15. Margin  Regulations.  The Borrowers shall not use the proceeds
of any Loans to purchase or carry any margin stock.

            7.16.  Bank  Accounts.  No Borrower  shall maintain any bank account
other than those  provided  in Section  2.19,  the  Concentration  Account,  the

                                       78




Investment  Account,  the collateral  accounts required to be maintained by WPSC
pursuant to the Letter of Credit  Agreement,  those listed on Schedule  7.16 for
the  purposes  listed  thereon  and other  operational  accounts  with the prior
written consent of the Agent. Notwithstanding the foregoing, the Borrowers shall
be entitled to open new  accounts  (i) in  replacement  of those  identified  on
Schedule 7.16 having the same purposes and (ii) for specified purposes including
payroll, trustee and escrow accounts.

            7.17. Environmental Release. No Borrower shall, or permit any of its
Subsidiaries  to, or allow any lessee or other  Person  to,  effect or suffer to
occur,  from and after the Effective Date, any Release in respect of, or dispose
of, from and after the Effective Date, any Contaminant  which creates  liability
under or is in violation of any Environmental Law if the consequence of all such
Releases and  disposals  in the  aggregate  would  result in a Material  Adverse
Effect.

            7.18.  Interim Order and Final Order.  No Borrower  shall, or permit
any of its  Subsidiaries to make or permit to be made any changes,  amendment or
modifications,  or any  application  or  motion  for any  change,  amendment  or
modification  to the Interim Order or the Final Order.  The parties  acknowledge
that the foregoing  shall not preclude the entry of any order of the  Bankruptcy
Court approving or authorizing an amendment or modification of this Agreement or
the other Loan  Documents or the Interim  Order or the Final Order  permitted by
Section 10.1 which order shall be  acceptable  to the Lenders  whose  consent is
required to approve such amendment or modification under Section 10.1.

            7.19.  Application to the Bankruptcy  Court.  No Borrower  shall, or
permit  any of its  Subsidiaries  to  apply  to the  Bankruptcy  Court  for  the
authority to take any action that is prohibited  by the terms of this  Agreement
and the other Loan  Documents or refrain from taking any action that is required
to be taken by the terms of this Agreement and the other Loan Documents.

            7.20. Chapter 11 Claims. No Borrower shall, or permit any Subsidiary
to, incur, create,  assume, suffer to exist or permit or make any application or
motion  for any other  Super-Priority  Claim or Lien which is pari passu with or
senior  to the  claims of the Agent and the  Lenders  granted  pursuant  to this
Agreement, the other Loan Documents, the Interim Order or the Final Order, other
than as expressly  contemplated  and permitted by the Interim Order or the Final
Order.

            7.21.   Reclamation   Claims;   Bankruptcy   Code  Section   546(g)*
Agreements.  (a) No  Borrower  shall,  or  permit  any  Subsidiary,  to make any
payments or transfer  any  property on account of claims  asserted by vendors of
any Borrower for  reclamation  in  accordance  with Section 2-702 of the UCC and
Section 546(c) of the Bankruptcy Code, and (b) enter into any agreements or file
any motion  seeking a Bankruptcy  Court order for the return of inventory to any
vendor  pursuant  to  Section  546(g)*  of the  Bankruptcy  Code,  other than as
expressly contemplated and permitted by the Interim Order or the Final Order.

                                       79




                                  ARTICLE VIII

                                EVENTS OF DEFAULT

            8.1.  Events of Default.  Each of the  following  events shall be an
Event of Default:

            (a)  The  Borrowers  shall  fail to pay any  principal  of any  Loan
(including,  without limitation,  mandatory prepayments of principal) or any fee
due any Lender Party or the Agent, other amount due hereunder or under the other
Loan Documents or other of the Obligations when the same becomes due and payable
(except for interest on any Loan) or the Borrowers shall fail to pay interest on
any Loan within three days after the same becomes due and payable; or

            (b)  Any  representation  or  warranty  made or  deemed  made by any
Borrower in any Loan  Document or by any  Borrower  (or any of its  officers) in
connection  with any Loan  Document  shall prove to have been  incorrect  in any
material respect when made or deemed made; or

            (c) Any  Borrower  shall fail to  perform  or observe  (i) any term,
covenant or agreement contained in Articles V, VI or VII of this Agreement, (ii)
any term,  covenant or agreement  contained in any Collateral  Document or (iii)
any other term,  covenant or  agreement  contained  in this  Agreement or in any
other Loan  Document  if such  failure  under this  clause  (iii)  shall  remain
unremedied  for ten  Business  Days after the earlier of the date on which (A) a
Responsible Officer of any Borrower becomes aware of such failure or (B) written
notice  thereof shall have been given to any Borrower by the Agent or any Lender
Party; or

            (d) Any  Borrower or any of its  Subsidiaries  shall fail to pay any
principal of or premium or interest on any  Indebtedness  for borrowed  money of
such  Borrower  or  Subsidiary  arising  on or after  the  Filing  Date  that is
outstanding in a principal amount of at least $1,000,000 (excluding Indebtedness
evidenced  by the Notes),  when the same becomes due and payable  after,  in the
case of all such  Indebtedness,  any  applicable  period  of grace  (whether  by
scheduled maturity, required prepayment,  acceleration, demand or otherwise); or
any other event  shall occur or  condition  shall exist under any  agreement  or
instrument  relating  to any such  Indebtedness,  if the effect of such event or
condition is to accelerate,  or to permit the  acceleration  of, the maturity of
such  Indebtedness;  or any such  Indebtedness  shall be  declared to be due and
payable, or required to be prepaid (other than by a regularly scheduled required
prepayment), prior to the stated maturity thereof; or

            (e) the Cases shall be  dismissed,  suspended or converted to a case
under  Chapter 7 of the  Bankruptcy  Code or a trustee shall be appointed in the
Cases; or an application  shall be filed by any Borrower for the approval of, or
there shall arise any other claim having  priority  senior to or pari passu with
the claims of the Agent and the Lenders  under the Loan  Documents  or any other
claim  having  priority  over  any or all  administrative  expenses  of the kind
specified  in Section  503(b) or 507(b) of the  Bankruptcy  Code (other than the
Carve-Out); or

            (f) the  Bankruptcy  Court shall enter an order (i) granting  relief
from the automatic stay  applicable  under Section 362 of the Bankruptcy Code to
any  holder of any  security  interest  in any  assets  in  excess  of  $500,000
individually  or in the aggregate in excess of  $1,000,000  for any and all such
holders other than as expressly  contemplated  by the Interim Order or the Final
Order  or  (ii)  approving  any  settlement  or  other   stipulation   with  any

                                       80




pre-petition  creditor of any  Borrower  other than the Agent and the Lenders or
otherwise   providing  for  payments  to  such  creditor  with  respect  to  its
prepetition claims other than (x) pursuant to the First Day Orders, (y) adequate
protection payments pursuant to Section 7.4 or (z) in the aggregate in excess of
$1,000,000 for any and all such creditors; or

            (g) Any final  judgment  or order for the payment of money in excess
of $1,000,000  shall be rendered against any Borrower or any of its Subsidiaries
and either (i) enforcement proceedings shall have been commenced by any creditor
upon such judgment or order, or (ii) there shall be any period of 10 consecutive
days following  entry of such judgment or order (or, in the event that the terms
of such judgment or order do not require immediate  payment,  following the date
or dates on which such  payment is to be made)  during  which such  judgment  or
order shall not have been paid, compromised or otherwise satisfied and a stay of
enforcement  of such  judgment  or  order,  by  reason  of a  pending  appeal or
otherwise,  shall not be in effect; provided,  however, that such final judgment
or order  shall not be deemed an Event of Default if (x) such final  judgment or
order is less than $1,000,000, (y) such final judgment or order is fully covered
by insurance carried by any Borrower and (z) such non-payment, non-compromise or
non-satisfaction  is solely the result of the insurance  company's  tardiness in
payment; or

            (h)  an  ERISA   Event  shall  occur   which,   in  the   reasonable
determination  of  the  Majority  Lenders,  has a  reasonable  possibility  of a
liability, deficiency or waiver request of any Borrower, any of its Subsidiaries
or any ERISA Affiliate, whether or not assessed, exceeding $5,000,000; or

            (i) Any material provision of any Collateral Document after delivery
thereof  shall for any  reason  cease to be valid and  binding  on any  Borrower
thereto, or any such Borrower shall so state in writing; or

            (j) WPC  shall  fail  to own,  directly  or  indirectly,  all of the
outstanding  Stock and Stock  Equivalents  of each  other  Borrower  (except  as
otherwise   permitted   by   Section   7.5(a)   and   other   than   non-voting,
non-participating  perpetual  preferred Stock that satisfies the requirements of
Section  1504(a)(4) of the Code), free and clear of all Liens except those Liens
created under the Collateral Documents; or

            (k) a Person or group of Persons acting in concert as partnership or
other group (other than WHX) shall,  as a result of a tender or exchange  offer,
open market purchases,  privately negotiated purchases or otherwise, have become
the beneficial  owner (within the meaning of Rule 13d-3 under the Securities and
Exchange Act of 1934, as amended) of securities of WPC  representing 26% or more
of  the  combined  voting  power  of  the  then  outstanding  securities  of WPC
ordinarily (and apart from rights accruing under special  circumstances)  having
the right to vote in the election of directors,  provided, however, ownership by
institutional or other  investors,  whose disclosed  investment  intent does not
include any of matters  (b)  through (j) (except to the extent (j)  incorporates
(a)) of Item 4 of Schedule 13D (as  required by Rule 13d-1 under the  Securities
Exchange Act of 1934, as amended),  shall not be prohibited  hereunder and shall
not be an Event of Default; or

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            (l) except as approved by the board of directors of WHX, a Person or
group of Persons acting in concert as a partnership  or other group shall,  as a
result  of  a  tender  or  exchange  offer,  open  market  purchases,  privately
negotiated purchases or otherwise,  have become the beneficial owner (within the
meaning of Rule 13d-3 under the Securities and Exchange Act of 1934, as amended)
of securities of WHX  representing  20% or more of the combined  voting power of
the then  outstanding  securities  of WHX  ordinarily  (and  apart  from  rights
accruing under special  circumstances)  having the right to vote in the election
of directors,  provided,  however, ownership by institutional or other investors
whose  disclosed  investment  intent does not include any of matters (b) through
(j) (except to the extent (j)  incorporates  (a)) of Item 4 of Schedule  13D (as
required by Rule 13d-1 under the  Securities  Exchange Act of 1934, as amended),
shall not be prohibited hereunder and shall not be an Event of Default; or

            (m) There  shall occur a Material  Adverse  Change or an event which
would have a Material Adverse Effect (other than the commencement of the Cases);
or

            (n)  The   Bankruptcy   Court   shall   enter  an  order   amending,
supplementing,  vacating or otherwise modifying the Interim Order or Final Order
(the parties  acknowledging  that the foregoing  shall not preclude the entry of
any order of the  Bankruptcy  Court  approving  or  authorizing  an amendment or
modification of this Agreement  permitted by Section 10.1,  which order shall be
acceptable to the Majority Lenders); or

            (o) The Bankruptcy Court shall enter an order appointing an examiner
with powers  beyond the duty to  investigate  and report as set forth in Section
1106(a)(3) and (4) of the Bankruptcy Code, in the Cases; or

            (p) (i) Any  Borrower  or other  Person  shall bring a motion in the
Cases: (a) to obtain working capital  financing for any Borrower from any Person
other than Lenders under  Section  364(d) of the  Bankruptcy  Code; or (b) other
than as permitted  under Section 7.2, to obtain  financing for any Borrower from
any Person other than the Lenders under Section  364(c) of the  Bankruptcy  Code
(other than with respect to a financing used, in whole or part, to repay in full
the  Obligations);  or (c) to grant any Lien other than  those  permitted  under
Section 7.1 upon or affecting any  Collateral;  or (d) to use cash Collateral of
the Agent or Lenders under  Section  363(c) of the  Bankruptcy  Code without the
prior  written  consent of the  Majority  Lenders (as  provided in Section  10.1
except to pay the  Carve-Out);  or (ii) any Borrower shall bring a motion in the
Cases (a) to recover from any portions of the  Collateral  any costs or expenses
of  preserving  or  disposing of such  Collateral  under  Section  506(c) of the
Bankruptcy  Code;  or (b) to effect any other  action or actions  adverse to the
Agent or Lenders or their rights and remedies hereunder or their interest in the
Collateral that would, individually or in the aggregate, have a Material Adverse
Effect; or

            (q) The  Bankruptcy  Court  shall  enter  an order  granting  relief
pursuant to Section 362(d) of the Bankruptcy  Code other than as permitted under
Section 8.1(f)(i); or

            (r) The entry of the Final Order shall not have  occurred  within 45
days after the Filing Date; or

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            (s) Any  challenge  by any  Borrower  to the  validity  of any  Loan
Document or the  applicability or  enforceability  of any Loan Document or which
seeks to void, avoid, limit, or otherwise adversely affect the security interest
created by or in any Loan Document or any payment made pursuant thereto; or

            (t)  The  determination  of any  Borrower,  whether  by vote of such
Borrower's  board of directors or  otherwise,  to suspend the  operation of such
Borrower's  business in the ordinary course,  liquidate all or substantially all
of such  Borrower's  assets,  or employ an agent or other third party to conduct
any so-called  "Going-Out-of-Business" sales, or the filing of a motion or other
application in the Cases, seeking authority to do any of the foregoing.

            8.2.  Remedies.  If there shall occur and be  continuing an Event of
Default,  the Agent (i) shall at the request,  or may with the  consent,  of the
Majority  Lenders,  by notice to the  Borrowers  (with a copy to counsel for any
statutory  committee  of unsecured  creditors  appointed to the Cases and to the
United States  Trustee),  terminate the  obligation of each Lender to make Loans
and of each  Issuer  to issue  Letters  of  Credit,  whereupon  the  same  shall
forthwith terminate,  and (ii) shall at the request, or may with the consent, of
the  Majority  Lenders,  by notice to the  Borrowers,  declare  the  Loans,  all
interest  thereon and all other  Obligations  payable under this Agreement to be
forthwith due and payable,  whereupon the Notes,  all such interest and all such
Obligations shall become and be forthwith due and payable,  without presentment,
demand, protest or further notice of any kind, all of which are hereby expressly
waived by the  Borrowers;  provided,  however,  that upon the  occurrence of the
Event of Default specified in subparagraph (e) above, (A) the obligation of each
Lender  to make  Loans  and of each  Issuer to issue  Letters  of  Credit  shall
automatically  be terminated  and (B) the Notes,  all such interest and all such
Obligations  shall  automatically  become  and  be  due  and  payable,   without
presentment,  demand, protest or any notice of any kind, all of which are hereby
expressly waived by the Borrowers.  In addition to the remedies set forth above,
the Agent may, or at the request of the Majority Lenders shall, after the giving
of notice as provided in clause (ii) above,  exercise any remedies  provided for
by the  Collateral  Documents in accordance  with the terms thereof or any other
remedies  provided  by  applicable  law.  Upon the  occurrence  and  during  the
continuance  of an Event of Default,  the automatic stay provided in Section 362
of the Bankruptcy Code shall be deemed  automatically  vacated and the Agent, on
behalf of the Lenders,  shall,  upon five Business Days' prior written notice to
any Borrower and any  creditors'  committee  appointed in the Cases  pursuant to
Section 1102 of the Bankruptcy  Code, be  immediately  permitted to, among other
things,  pursue  any  and  all of  its  remedies  against  any  Borrower  or the
Collateral and seek payment in respect of all Obligations.

            8.3.  Actions in  Respect of Letters of Credit.  (a) If any Event of
Default shall have occurred and be continuing, the Agent may, from time to time,
irrespective of whether it is taking any of the actions described in Section 8.2
or otherwise,  make demand upon the Borrowers to, and forthwith upon such demand
the Borrowers will, pay to the Agent on behalf of the Lender Parties in same day
funds at the Agent's office,  for deposit in a special cash  collateral  account
(Account #40688567) maintained in the name of the Agent on behalf of the Secured
Parties at Citibank (the "L/C Cash Collateral Account"), an amount equal to 105%
all outstanding Letter of Credit Obligations. In the Agent's discretion, the L/C
Cash Collateral Account may be an interest or a non-interest bearing account.

                                       83




            (b) The Borrowers  hereby  pledge,  and grant to the Agent a Lien on
and security  interest in, all of their right,  title and interest in and to the
L/C Cash Collateral  Account,  all funds held in the L/C Cash Collateral Account
from time to time and all proceeds  thereof,  as security for the payment of all
amounts due and to become due from any Borrower to the Secured Parties under the
Loan Documents.

            (c) The Agent shall,  from time to time after funds are deposited in
the L/C  Cash  Collateral  Account,  apply  funds  then  held  in the  L/C  Cash
Collateral   Account  to  the  Issuer  for  the  payment  of  any  Reimbursement
Obligations owing to it and then in such order as the Agent shall determine,  as
shall have  become or shall  become  due and  payable  by the  Borrowers  to the
Secured Parties in respect of the Obligations.

            (d) Neither  any  Borrower  nor any Person  claiming on behalf of or
through any  Borrower  shall have any right to withdraw any of the funds held in
the L/C Cash Collateral Account.

            (e) Each  Borrower  agrees  that it will  not (i) sell or  otherwise
dispose of any  interest  in the L/C Cash  Collateral  Account or any funds held
therein or (ii)  create or permit to exist any Lien upon or with  respect to the
L/C Cash Collateral Account or any funds held therein,  except as provided in or
contemplated by this Agreement.

            (f) The Agent may also exercise, in its sole discretion,  in respect
of the L/C Cash Collateral Account, in addition to the other rights and remedies
provided for herein or otherwise available to it, all the rights and remedies of
a secured party upon default under the UCC in effect in the State of New York at
that time, and the Agent may, without notice except as specified below, sell the
L/C Cash Collateral Account or any part thereof in one or more parcels at public
or private sale, at any of the Agent's offices or elsewhere, for cash, or credit
or for  future  delivery,  and  upon  such  other  terms as the  Agent  may deem
commercially reasonable. Each Borrower agrees that, to the extent notice of sale
shall be required by law, at least ten days' notice to the Borrowers of the time
and place of any public sale or the time after  which any private  sale is to be
made shall constitute reasonable notification.  The Agent shall not be obligated
to make any sale of the L/C Cash  Collateral  Account,  regardless  of notice of
sale having been  given.  The Agent may adjourn any public or private  sale from
time to time by announcement at the time and place fixed therefor, and such sale
may,  without further  notice,  be made at the time and place to which it was so
adjourned.

            (g) Any cash held in the L/C Cash Collateral  Account,  and all cash
proceeds  received  by the Agent in respect of any sale of,  collection  from or
other realization upon all or any part of the L/C Cash Collateral Account,  may,
in the discretion of the Agent, then or at any time thereafter be applied (after
the  expiration  of all  outstanding  Letters of Credit  and the  payment of any
amounts payable pursuant to Sections 8.3(c) and 10.4) in whole or in part by the
Agent  against  all or any  part  of the  any  outstanding  Swing  Loans  or the
Revolving  Credit Loans,  and then to all or any part of the  Obligations now or
hereafter  existing  under any of the Loan  Documents in such order as the Agent
shall  elect.  Any surplus of such cash or cash  proceeds  held by the Agent and
remaining after the indefeasible  cash payment in full of all of the Obligations
shall be paid over to the Borrowers or to whomsoever may be lawfully entitled to
receive such surplus.

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            8.4. Term Loan  Actionable  Events.  If any of the following  events
occurs:

            (a) any Event of Default  described in Section  8.1(a) (with respect
to the Term Loans); or

            (b) acceleration of the Revolving Credit Loans; or

            (c) an Overadvance shall occur and be continuing for more than three
consecutive Business Days; or

            (d) the breach of Section 5.2 shall occur and be continuing for more
than three consecutive Business Days;

then, so long as such event is  continuing,  the Agent shall at the request,  or
may with the consent of the Majority  Term  Lenders,  by notice to the Borrowers
(with a copy to each  Lender  and to  counsel  for any  statutory  committee  of
unsecured  creditors appointed to the Cases and to the United States Trustee) if
either  (i) the  Revolving  Credit  Loans  have been  declared  due and  payable
pursuant  to  Section  8.2 or (ii) ten  Business  Days  have  elapsed  since the
occurrence  of such  event (A)  declare  the Term Loans  then  outstanding,  all
interest  thereon and all other  Obligations  payable under this  Agreement with
respect to the Term Loan to be  forthwith  due and  payable  whereupon  the Term
Notes, all such interest and all such Obligations  shall become and be forthwith
due and payable,  without presentment,  demand, protest or further notice of any
kind,  all of which  are  hereby  expressly  waived  by the  Borrowers,  and (B)
exercise remedies provided by applicable law. Upon the occurrence and during the
continuance  of an Event of Default,  the automatic stay provided in Section 362
of the Bankruptcy Code shall be deemed  automatically  vacated and the Agent, on
behalf of the Lenders,  shall,  upon five Business Days' prior written notice to
any Borrower and any  creditors'  committee  appointed in the Cases  pursuant to
Section 1102 of the Bankruptcy  Code, be  immediately  permitted to, among other
things,  pursue  any  and  all of  its  remedies  against  any  Borrower  or the
Collateral  and seek  payment in respect of all  Obligations.  If the  Revolving
Credit  Loans are declared to be due and payable  pursuant to Section 8.2,  then
the Agent shall follow the  instructions of the Majority Lenders (subject to the
provisions of Section 9.7 and 10.1 hereof).

            8.5.  Application  of Proceeds.  After the occurrence of an Event of
Default and  acceleration  of the  Obligations,  all proceeds  realized from any
Borrower or on account of any Collateral  shall be applied first, to the payment
in full of amounts owing to the Agent  pursuant to Section 22(b) of the Security
Agreement,  second,  to the payment of expenses,  fees and interest  owed to the
Lenders and the Agent and third, to the payment of the principal  amounts of the
Loans, with any surplus to be deposited into the L/C Cash Collateral  Account in
accordance with Section 21(b) of the Security Agreement. All amounts required to
be applied to  Revolving  Credit  Loans  hereunder  shall be applied  ratably in
accordance with each Revolving Credit Lender's Ratable Portion,  and all amounts
required to be applied to the Term Loans  hereunder  shall be applied ratably in
accordance  with  each Term  Lender's  Ratable  Portion.  Without  limiting  the
foregoing,  the Term Lenders acknowledge that, except for proceeds realized from
the  sale  or  disposition   of  the  Term  Priority   Collateral  and  for  the
reimbursement  of any expenses to which the Term  Lenders may be  entitled,  the
Revolving  Credit  Lenders  shall be  entitled  to be repaid in full  (including

                                       85



principal,  interest,  fees,  and the cash  collateralization  of all Letters of
Credit Obligations) prior to the delivery of any proceeds to the Term Lenders.


                                   ARTICLE IX

                                    THE AGENT

            9.1.  Authorization and Action. Each Lender Party (in its capacities
as a Lender,  the Swing Bank and an Issuer,  as applicable)  hereby appoints and
authorizes  the Agent to take such action as agent on its behalf and to exercise
such powers and discretion  under this Agreement and the other Loan Documents as
are  delegated to the Agent by the terms hereof and thereof,  together with such
powers and discretion as are reasonably  incidental  thereto.  As to any matters
not  expressly  provided  for by this  Agreement  and the other  Loan  Documents
(including,  without  limitation,  enforcement or collection of the Notes),  the
Agent shall not be required to exercise any  discretion or take any action,  but
shall be required to act or to refrain from acting (and shall be fully protected
in so acting or refraining  from acting) upon the  instructions  of the Majority
Lenders or, solely in the  circumstances  requiring action by all of the Lenders
in accordance with the first proviso to Section 10.1(a), all of the Lenders, and
such  instructions  shall be binding upon all Lender  Parties and all holders of
Notes;  provided,  however,  that the Agent  shall not be  required  to take any
action which the Agent in good faith believes  exposes it to personal  liability
or is contrary to this Agreement or applicable  law. The Agent agrees to give to
each  Lender  Party  prompt  notice of each notice  given to it by any  Borrower
pursuant to the terms of this Agreement or the other Loan Documents.

            9.2.  Agent's  Reliance,  Etc  None  of  the  Agent  or  any  of its
Affiliates or any of the respective directors,  officers, agents or employees of
the Agent or any such Affiliate  shall be liable for any action taken or omitted
to be taken by it or them  under or in  connection  with this  Agreement  or the
other Loan  Documents,  except for its or their own gross  negligence or willful
misconduct. Without limitation of the generality of the foregoing, the Agent (i)
may treat the payee of any Note as the holder  thereof  until such Note has been
assigned in accordance  with Section 10.7;  (ii) may rely on the Register to the
extent set forth in  Section  10.7(c),  (iii) may  consult  with  legal  counsel
(including,  without limitation,  counsel to the Borrowers),  independent public
accountants and other experts reasonably  selected by it and shall not be liable
for any action  taken or  omitted to be taken in good faith by it in  accordance
with the advice of such counsel,  accountants or experts; (iv) makes no warranty
or representation to any Lender Party and shall not be responsible to any Lender
Party for any statement,  warranty or  representation  (whether written or oral)
made in or in connection with this Agreement or any of the other Loan Documents;
(v) shall not have any duty to ascertain or to inquire as to the  performance or
observance of any of the terms, covenants or conditions of this Agreement or any
of the other  Loan  Documents  on the part of any  Borrower  or to  inspect  the
property (including, without limitation, the books and records) of any Borrower;
unless  specifically so requested by the Lenders;  (vi) shall not be responsible
to any Lender Party for the due execution,  legality, validity,  enforceability,
genuineness,  sufficiency or value of, or the perfection or priority of any lien
or security  interest  created or purported to be created under or in connection
with any Loan Document,  of this Agreement or any of the other Loan Documents or
any other instrument or document furnished pursuant hereto or thereto; and (vii)

                                       86



shall incur no  liability  under or in respect of this  Agreement  or any of the
other Loan  Documents by acting upon any notice,  consent,  certificate or other
instrument  or writing  (which  may be by  telegram,  telecopy,  cable or telex)
believed by it to be genuine and signed or sent by the proper party or parties.

            9.3.  Citibank,   Citicorp  and  Affiliates.  With  respect  to  its
Commitments,  the Loans  (including,  without  limitation,  the Revolving Credit
Loans,  Swing  Loans and Term  Loans)  made by it,  each Note and any Letters of
Credit issued by it,  Citicorp  shall have the same rights and powers under this
Agreement  as any other Lender Party and may exercise the same as though it were
not an Affiliate of the Agent;  and the term "Lender Party" or "Lender  Parties"
shall, unless otherwise expressly indicated,  include Citicorp in its individual
capacity.  Citibank and its Affiliates may accept  deposits from, lend money to,
act as trustee under indentures of, accept investment  banking  engagements from
and generally  engage in any kind of business with, any Borrower or any of their
respective  Subsidiaries  and  any  Person  who  may  do  business  with  or own
securities of any Borrower or any of its  Subsidiaries,  all as if Citibank were
not the Agent and without any duty to account therefor to the Lender Parties.

            9.4. Lender Party Credit  Decision.  Each Lender Party  acknowledges
that it has,  independently  and  without  reliance  upon the Agent or any other
Lender Party and based on the financial statements referred to in Article IV and
such other documents and information as it has deemed appropriate,  made its own
credit  analysis  and decision to enter into this  Agreement.  Each Lender Party
also  acknowledges  that it will,  independently  and without  reliance upon the
Agent or any other Lender Party and based on such  documents and  information as
it shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under this Agreement and other Loan Documents.

            9.5.  Indemnification.  (a) The Lender  Parties  severally  agree to
indemnify the Agent,  its Affiliates and their respective  directors,  officers,
employees,  agents and advisors (to the extent not reimbursed by the Borrowers),
from and against  such Lender  Party's  ratable  share  (determined  as provided
below) of any and all  liabilities,  obligations,  losses,  damages,  penalties,
actions, judgments, suits, costs, expenses and disbursements (including, without
limitation,  fees and  disbursements  of legal  counsel)  of any kind or  nature
whatsoever which may be imposed on, incurred by, or asserted against,  the Agent
in any way relating to or arising out of this Agreement or any of the other Loan
Documents  or any action  taken or omitted by the Agent under this  Agreement or
any of the other Loan Documents including,  without limitation,  the preparation
of reports with respect to the  Collateral;  provided,  however,  that no Lender
Party shall be liable for any portion of such liabilities,  obligations, losses,
damages, penalties,  actions, judgments, suits, costs, expenses or disbursements
resulting from the Agent's (or any of its agent's)  gross  negligence or willful
misconduct.  Without  limitation of the  foregoing,  each Lender Party agrees to
reimburse  the  Agent  promptly  upon  demand  for  its  ratable  share  of  any
out-of-pocket expenses (including, without limitation, fees and disbursements of
legal  counsel)  incurred  by the  Agent in  connection  with  the  preparation,
execution,  delivery,   administration  (including,  without  limitation,  field
examinations of  Collateral),  modification,  amendment or enforcement  (whether
through  negotiations,  legal  proceedings  or otherwise) of, or legal advice in
respect of its rights or  responsibilities  under,  this Agreement or any of the
other Loan  Documents,  to the extent that the Agent is not  reimbursed for such
expenses by the  Borrowers  except to the extent such  expenses  result from the
Agent's (or any of its agent's)  gross  negligence  or willful  misconduct.  For
purposes of this Section 9.5, the Lender Parties'  respective  ratable shares of

                                       87



any amount  shall be  determined,  at any time,  according to the sum of (a) the
aggregate  principal  amount of the Loans  outstanding at such time and owing to
the respective  Lender Parties,  (b) their  respective  Ratable  Portions of the
aggregate Letter of Credit  Obligations  outstanding at such time plus (c) their
respective Ratable Portions of the Excess Availability at such time. The failure
of any Lender Party to reimburse the Agent  promptly upon demand for its ratable
share of any  amount  required  to be paid by the  Lender  Party to the Agent as
provided  herein  shall not relieve  any other  Lender  Party of its  obligation
hereunder to reimburse  the Agent for its ratable  share of such amount,  but no
Lender Party shall be  responsible  for the failure of any other Lender Party to
reimburse the Agent for such other Lender Party's  ratable share of such amount.
Without  prejudice  to the  survival of any other  agreement of any Lender Party
hereunder,  the agreement and obligations of each Lender Party contained in this
Section 9.5(a) shall survive the payment in full of principal,  interest and all
other amounts payable hereunder and under the other Loan Documents.

            (b) Each Lender Party severally  agrees to indemnify each Issuer (to
the extent not  promptly  reimbursed  by the  Borrowers)  from and against  such
Lender  Party's  ratable  share  (determined  as provided  below) of any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs,  expenses or disbursements  of any kind or nature  whatsoever that may be
imposed on, incurred by, or asserted  against such Issuer in any way relating to
or arising  out of the Loan  Documents  or any  action  taken or omitted by such
Issuer under the Loan Documents;  provided,  however, that no Lender Party shall
be liable for any portion of such  liabilities,  obligations,  losses,  damages,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting
from  such  Issuer's  (or  any of  its  agent's)  gross  negligence  or  willful
misconduct.  Without  limitation of the  foregoing,  each Lender Party agrees to
reimburse  such Issuer  promptly  upon demand for its ratable share of any costs
and  expenses  (including,  without  limitation,  fees and  expenses of counsel)
payable by the  Borrowers  under Section 10.4, to the extent that such Issuer is
not promptly  reimbursed for such costs and expenses by the Borrowers  except to
the extent such expenses result form such Issuer's (or any of its agent's) gross
negligence  or willful  misconduct.  For  purposes of this Section  9.5(b),  the
Lender Parties' respective ratable shares of any amount shall be determined,  at
any time,  according  to the sum of (a) the  aggregate  principal  amount of the
Loans outstanding at such time and owing to the respective  Lender Parties,  (b)
their respective  Ratable Portions of the aggregate Letter of Credit Obligations
outstanding  at such time  plus (c) their  respective  Ratable  Portions  of the
Excess  Availability  at such time. The failure of any Lender Party to reimburse
such Issuer promptly upon demand for its ratable share of any amount required to
be paid by the  Lender  Parties  to such  Issuer as  provided  herein  shall not
relieve any other Lender  Party of its  obligation  hereunder to reimburse  such
Issuer  for its  ratable  share of such  amount,  but no Lender  Party  shall be
responsible  for the failure of any other Lender Party to reimburse  such Issuer
for such other Lender Party's ratable share of such amount. Without prejudice to
the survival of any other agreement of any Lender Party hereunder, the agreement
and  obligations  of each Lender Party  contained  in this Section  9.5(b) shall
survive the payment in full of principal, interest and all other amounts payable
hereunder and under the other Loan Documents.

            9.6.  Successor  Agent.  The Agent may  resign at any time by giving
written notice  thereof to the Lender  Parties and the Borrowers.  Upon any such
resignation,  the Majority  Lenders  shall have the right to appoint a successor
Agent; provided, that if no Default shall have occurred and be continuing,  such
successor Agent shall be reasonably  satisfactory to the Borrowers,  which shall
be (a) a  commercial  bank  organized  under  the laws of the  United  States of

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America or any State thereof and having total assets of at least  $1,000,000,000
and a combined capital and surplus of at least $50,000,000 or (b) a Lender as of
the Effective  Date.  If no successor  Agent shall have been so appointed by the
Majority Lenders, and shall have accepted such appointment, within 30 days after
the  retiring  Agent's  giving of notice of  resignation  or the  removal of the
retiring  Agent at the request of all of the  Lenders  (other than the Agent and
its  Affiliates),  then the retiring Agent may, on behalf of the Lender Parties,
appoint a successor  Agent  approved,  as long as no Default has occurred and is
continuing,  by the  Borrowers,  such approval not be  unreasonably  withheld or
delayed, which successor shall be (a) a commercial bank organized under the laws
of the United  States of America or of any State thereof and having total assets
of at least  $1,000,000,000  and a  combined  capital  and  surplus  of at least
$50,000,000 or (b) a Lender as of the Effective Date. Upon the acceptance of any
appointment as Agent  hereunder by a successor  Agent and upon the execution and
filing or recording of such financing  statements,  or amendments  thereto,  and
such other instruments or notices,  as may be necessary or desirable,  or as the
Majority  Lenders may request,  in order to continue the perfection of the Liens
granted or purported to be granted by the Collateral  Documents,  such successor
Agent shall thereupon succeed to and become vested with all the rights,  powers,
discretions, privileges and duties of the retiring Agent, and the retiring Agent
shall be discharged from its duties and obligations under this Agreement and the
other  Loan  Documents.  After  any  retiring  Agent's  resignation  or  removal
hereunder as Agent, the provisions of this Article IX shall inure to its benefit
as to any  actions  taken or omitted to be taken by it while it was Agent  under
this Agreement and the other Loan Documents.

            9.7.  Agreement  of  Required  Lenders.  (a) (i) Upon  any  occasion
requiring or permitting an approval,  consent,  waiver, election or other action
on the part of only the  Majority  Term  Lenders,  action  shall be taken by the
Agent for and on behalf or for the benefit of all Lenders upon the  direction of
the Majority Term  Lenders,  and any such action shall be binding on all Lenders
and (ii) upon any occasion requiring or permitting an approval, consent, waiver,
election or other action on the part of only the Majority Lenders,  action shall
be taken by the Agent for and on behalf or for the benefit of all  Lenders  upon
the direction of the Majority  Lenders,  and any such action shall be binding on
all Lenders. No amendment,  modification,  consent, or waiver shall be effective
except in accordance with the provisions of Section 10.01.

            (b) Upon the  occurrence  of an Event of  Default,  the Agent  shall
(subject  to the  provisions  of Section  10.1) take such  action  with  respect
thereto as may be  reasonably  directed by the Majority  Lenders or the Majority
Term Lenders  pursuant to Section 8.4, as  applicable;  provided that unless and
until the Agent shall have  received such  directions,  the Agent may (but shall
not be  obligated  to) take such action as it shall deem  advisable  in the best
interests of the Lenders. In no event shall the Agent be required to comply with
any such  directions  to the extent  that the Agent  believes  that the  Agent's
compliance with such directions would be unlawful or commercially unreasonable.

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                                    ARTICLE X

                                  MISCELLANEOUS

            10.1. Amendments, Etc (a) No amendment or waiver of any provision of
this Agreement or any other Loan Document  (including,  without limitation,  the
waiver of any Default),  the Interim Order or the Final Order nor consent to any
departure by any Borrower  therefrom shall in any event be effective  unless the
same  shall  be in  writing  and  signed  (or,  in the  case  of the  Collateral
Documents, consented to) by the Borrowers and the Majority Lenders, and then any
such waiver or consent shall be effective only in the specific  instance and for
the specific purpose for which given; provided, however, that

            (i) no  amendment,  waiver or consent  shall,  unless in writing and
      signed by all the Lenders,  do any of the following at any time: (A) waive
      any of the conditions specified in Sections 3.1 or 3.2 except as otherwise
      provided  therein;  (B)  change the  percentage  of the  Commitments,  the
      aggregate  unpaid  principal  amount of the Loans or the  Letter of Credit
      Obligations,  or the number of Lenders  which  shall be  required  for the
      Lenders or any of them to take any action  hereunder;  (C)  release any of
      the  Collateral  except  that,  so long as no Default has  occurred and is
      continuing or would result  therefrom,  (1) as shall otherwise be provided
      in the Collateral Documents and (2) in any Fiscal Year,  Collateral having
      an aggregate Fair Market Value not in excess of $10,000,000  shall require
      only the  consent  of the  Agent;  (D)  materially  reduce  or  limit  the
      Obligations of any material Borrower or release any material Borrower from
      any material  Obligations;  (E) approve any material change in the Interim
      Order or the Final Order;  (F) release or subordinate  any Lien in respect
      of the  Obligations;  (G) effect a change to the  Lenders'  Super-Priority
      Claim in respect of the Obligations; or (H) amend this Section 10.1;

            (ii) no amendment,  waiver or consent  shall,  unless in writing and
      signed by each  Lender  affected  thereby do any of the  following  at any
      time: (A) increase,  or extend the expiration  date of, the Commitments of
      the  Lenders or subject  the Lenders to any  additional  obligations;  (B)
      reduce (1) the amount of any payment of any  principal of, or interest on,
      the Loans due under this  Agreement,  (2) the stated rate of any  interest
      payable  hereunder or (3) the amount of any fees or other amounts  payable
      hereunder; (C) postpone any date fixed for any payment of principal of, or
      interest  on, the Loans or any fees or other  amounts  payable  hereunder,
      including any mandatory repayment or mandatory prepayment;

            (iii) no  amendment,  waiver or consent  shall  without  the written
      consent of the  Majority  Term  Lenders (A)  accelerate  the  principal or
      interest payment, or maturity,  dates of the Revolving Credit Loans (other
      than in connection with an acceleration of the Loans in connection with an
      Event of Default),  (B) waive any event described in Section 8.4 hereof or
      amend any  provision of Section 8.1,  (C) create any  additional  Event of
      Default  which is not also an event  subject to the  provisions of Section
      8.4 hereof, (D) modify the provisions of Section 5.2 hereof or (E) release
      any  portion  of the  Term  Priority  Collateral  from  the  Liens  of the
      Collateral  Documents or permit any sale thereof except as shall otherwise
      be provided in the Collateral Documents;

            (iv) no amendment,  waiver or consent  shall,  unless in writing and
      signed  by the  Super-Majority  Revolving  Credit  Lenders,  do any of the
      following  at any time:  (A)  increase the advance rate of any category of
      Collateral  by more  than 5% over  the  applicable  advance  rate for such

                                       90




      category of Collateral set forth in Exhibit F; or (B) reduce the amount of
      Excess Availability required under Section 5.2;

            (iv) no amendment,  waiver or consent  shall,  unless in writing and
      signed by the Swing Bank or each  Issuer,  as the case may be, in addition
      to the Lenders  required  above to take such action,  affect the rights or
      obligations of the Swing Bank or of the Issuers, as the case may be, under
      this Agreement, and

            (v) no  amendment,  waiver or consent  shall,  unless in writing and
      signed by the Agent in addition to the Lenders required above to take such
      action,  affect the rights or duties of the Agent under this  Agreement or
      the other Loan Documents.

            (b) Each Lender  Party grants (x) to the Agent the right to purchase
all (but not less than all) of such Lender Party's Commitments and Loans and all
other Obligations owing to it and the Notes held by it and all of its rights and
obligations hereunder and under the other Loan Documents at a price equal to the
aggregate  amount of outstanding  Loans and all other  Obligations  owed to such
Lender  Party  (together  with all accrued and unpaid  interest and fees and all
other amounts owed to such Lender),  and (y) to the Borrowers the right to cause
an assignment of all (but not less than all) of such Lender Party's  Commitments
and Loans and all other Obligations owing to it and the Notes held by it and all
other Obligations and all of its rights and obligations  hereunder and under the
other  Loan  Documents,  which  right  may  be  exercised  by the  Agent  or the
Borrowers,  as the case may be, if such  Lender  Party  refuses to  execute  any
amendment,  waiver or consent  which  requires  the  written  consent of all the
Lenders and to which the Agent and the Borrowers have agreed.  Each Lender Party
agrees that if the Agent or the  Borrowers,  as the case may be,  exercises  its
option  hereunder,  it shall  promptly  execute and deliver all  agreements  and
documentation  necessary to effectuate  such  assignment as set forth in Section
10.7.  Any purchase of such Lender Party's  Commitments  and Loans and all other
Obligations  owing to it and the  Notes  held by it must  (i)  occur  within  30
Business  Days from the date that such  Lender  Party  refuses  to  execute  any
amendment,  waiver or consent  which  requires  the  written  consent of all the
Lenders and to which the Agent and the Borrowers have agreed and (ii) include an
amount  payable to such Lender  Party which is  sufficient  to  compensate  such
Lender Party for any loss,  expense, or liability as a result of any purchase of
such Lender Party's  Commitments and Loans and all other Obligations owing to it
and the Notes held by it under this Section  10.1(b)  which arises out of, or is
in connection  with, any funds acquired by such Lender Party to make,  continue,
or maintain  any portion of the  principal  amount of any Loan as, or to convert
any portion of the principal amount of any Loan into, a Eurodollar Rate Loan.

            10.2. Notices, Etc All notices and other communications provided for
hereunder  shall be in  writing  (including,  without  limitation,  telegraphic,
telex,  telecopy  or cable  communication)  and  mailed,  telegraphed,  telexed,
telecopied,  cabled or delivered by hand, if to the Borrowers, at the address of
WPSC at 1134 Market Street,  Wheeling,  West Virginia  26003,  Attention:  Chief
Financial  Officer with copy to WHX or WPN Corp.  at 110 East 59th  Street,  New
York, New York 10022,  Attention:  Mr. Stewart Tabin;  if to any Lender,  at its
Domestic Lending Office specified opposite its name on Schedule III hereto or in
the  Assumption  Agreement or  Assignment  and  Acceptance  pursuant to which it
became a party hereto;  and if to the Agent,  at its address at 399 Park Avenue,
6th Floor, Zone 4, New York, New York 10043, Attention:  Keith R. Karako; or, as

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to the  Borrowers or the Agent,  at such other address as shall be designated by
such party in a written notice to the other parties and, as to each other party,
at such other address as shall be  designated by such party in a written  notice
to the Borrowers and the Agent. All such notices and communications  shall, when
mailed, telegraphed, telexed, telecopied, cabled or delivered, be effective when
deposited in the mails,  delivered to the telegraph company,  confirmed by telex
answerback,  telecopied  with  confirmation  of receipt,  delivered to the cable
company or delivered by hand to the addressee or its agent, respectively, except
that notices and  communications to the Agent pursuant to Article II or IX shall
not be effective until received by the Agent.

            Delivery by telecopier of an executed  counterpart  of any amendment
or waiver of any  provision  of this  Agreement  or the Notes or of any  Exhibit
hereto to be executed and delivered  hereunder shall be effective as delivery of
a manually executed counterpart thereof.

            10.3.  No  Waiver;  Remedies.  No  failure on the part of any Lender
Party or the Agent to exercise, and no delay in exercising,  any right hereunder
or under any Note  shall  operate as a waiver  thereof;  nor shall any single or
partial  exercise  of any such  right  preclude  any other or  further  exercise
thereof or the exercise of any other right.  The  remedies  herein  provided are
cumulative and not exclusive of any remedies provided by law.

            10.4. Costs; Expenses;  Indemnities.  (a) The Borrowers agree to pay
on demand (i) the reasonable  costs and expenses of the Agent in connection with
the preparation, execution, delivery, administration, modification and amendment
of this  Agreement,  each of the  other  Loan  Documents  and each of the  other
documents  to  be  delivered  hereunder  and  thereunder,   including,   without
limitation,   (A)   all   due   diligence,   collateral   review,   syndication,
transportation,  computer, duplication, appraisal, audit, insurance, consultant,
search,  filing and recording fees and expenses and (B) the reasonable  fees and
out-of-pocket  expenses  of counsel to the Agent with  respect  thereto and with
respect  to  advising  the Agent as to its rights  and  responsibilities  or the
perfection,  protection  or  preservation  of rights  or  interests  under  this
Agreement and the other Loan  Documents  with respect to  negotiations  with any
Borrower or with other  creditors  of any  Borrower  or any of its  Subsidiaries
arising  out of any  Default or any events or  circumstances  that may give rise
thereto and with respect to any review of pleadings and documents related to the
Cases,  attendance at meetings related to the Cases,  general  monitoring of the
Cases and any subsequent  Chapter 7 case, (ii) the per diem cost of any audit or
collateral  evaluation  (of not more than  $1000 per day) of the Agent and (iii)
the  reasonable  costs and expenses of the Lender  Parties  (including,  without
limitation,  reasonable  counsel  fees  and  expenses)  in  connection  with the
enforcement  (whether through  negotiation,  legal  proceedings or otherwise) of
this Agreement, the other Loan Documents and the other documents to be delivered
hereunder or thereunder.

            (b) The  Borrowers  agree to indemnify  and hold harmless the Agent,
each Lender Party and their respective Affiliates, and the directors,  officers,
employees,  agents,  attorneys,  consultants  and  advisors  of or to any of the
foregoing (including,  without limitation, those retained in connection with the

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satisfaction  or attempted  satisfaction  of any of the  conditions set forth in
Article III) (each of the foregoing being an "Indemnitee")  from and against any
and all claims, damages, liabilities,  obligations,  losses, penalties, actions,
judgments,  suits,  costs,  disbursements  and  expenses  of any kind or  nature
(including, without limitation,  reasonable fees and disbursements of counsel to
any such  Indemnitee)  which may be imposed on, incurred by or asserted  against
any such  Indemnitee  in  connection  with or arising out of any  investigation,
litigation or proceeding, whether or not any such Indemnitee is a party thereto,
whether  direct,  indirect or  consequential  and whether  based on any federal,
state or local law or other statutory  regulation,  securities or commercial law
or  regulation,  or under  common  law or in  equity,  or on  contract,  tort or
otherwise, in any manner relating to or arising out of this Agreement, any other
Loan  Document,  any  Obligation,  any  Letter of  Credit  or any act,  event or
transaction  related  or  attendant  to any  thereof or in  connection  with any
investigation  by any  Governmental  Authority of any potential  matter  covered
hereby or thereby (collectively,  the "Indemnified Matters"), including, without
limitation,  (i)  all  Environmental  Liabilities  and  Costs  arising  from  or
connected with the past,  present or future operations of any Borrower or any of
its Subsidiaries, or damage to real or personal property or natural resources or
harm or injury  alleged to have  resulted  from any  Release;  (ii) any costs or
liabilities  incurred in connection  with the  investigation,  removal,  cleanup
and/or  remediation of any Contaminant  present or arising out of the operations
of any facility of any Borrower or any of its  Subsidiaries;  (iii) any costs or
liabilities  incurred in connection with any Environmental  Lien; (iv) any costs
or  liabilities  incurred in  connection  with any other  matter  affecting  any
facility pursuant to Environmental Laws, including,  without limitation,  CERCLA
and applicable  state property  transfer laws,  including,  without  limitation,
whether,  with respect to any of the foregoing,  such  Indemnitee is a mortgagee
pursuant to any mortgage,  a mortgagee in possession,  the successor in interest
to any Borrower or any of its Subsidiaries,  or the owner, lessee or operator of
any  facility  of  any  Borrower  or  any  of  its  Subsidiaries  by  virtue  of
foreclosure, except, with respect to any of the foregoing referred to in clauses
(i),  (ii),  (iii) and (iv),  to the extent  attributable  solely to acts of the
Agent or such  Indemnitee  or any agent on  behalf  of the Agent or such  Lender
following (x)  foreclosure by the Agent or any  Indemnitee,  or (y) the Agent or
any Lender having become the successor in interest to any Borrower or any of its
Subsidiaries; (v) the management of the Loans and Letters of Credit, or (vi) the
use or intended use of the proceeds of the Loans or Letters of Credit; provided,
however,  that the Borrowers  shall not have any  obligation  under this Section
10.4(b) to an  Indemnitee  with respect to any  Indemnified  Matter caused by or
resulting from the gross negligence or willful misconduct of that Indemnitee.

            (c) If any  Lender  receives  any  payment  of  principal  of, or is
subject to a conversion of, any Eurodollar Rate Loan, other than on the last day
of an  Interest  Period  relating  to such Loan,  as a result of any  payment or
conversion  made by the  Borrowers  (other  than a  payment  made  to the  Agent
pursuant  to  Section  2.2(f))  or  acceleration  of the  maturity  of the Notes
pursuant to Section 8.2 or for any other reason or a conversion  of a Eurodollar
Rate Loan does not occur by reason of the fourth  sentence of Section  2.8,  the
Borrowers  shall,  upon demand by such Lender (with a copy of such demand to the
Agent),  pay to the Agent for the account of such Lender all amounts required to
compensate such Lender for any additional losses, costs or expenses which it may
reasonably  have  incurred or in the future incur as a result of such payment or
conversion,  including,  without limitation, any actual out-of-pocket loss, cost
or expense  incurred by reason of the liquidation or reemployment of deposits or
other funds acquired by such Lender to fund or maintain such Loan.

            (d) The Agent and each Lender  agree that in the event that any such
investigation,  litigation or proceeding set forth in subparagraph  (b) above is
asserted  or  threatened  in  writing  or  instituted  against  it or any  other
Indemnitee,  or any remedial,  removal or response  action is requested of it or

                                       93



any of its officers,  directors,  agents and employees, for which any Indemnitee
may desire indemnity or defense hereunder, such Indemnitee shall promptly notify
the Borrowers in writing.

            (e) The Borrowers, at the request of any Indemnitee,  shall have the
obligation  to defend  against such  investigation,  litigation or proceeding or
requested remedial, removal or response action, and the Borrowers, in any event,
may control the defense thereof with legal counsel of the Borrowers'  choice. In
the event that such  Indemnitee  requests the  Borrowers to defend  against such
investigation,  litigation  or  proceeding  or  requested  remedial,  removal or
response  action,  the Borrowers shall promptly do so and such Indemnitee  shall
have the right to have legal counsel of its choice  participate  in such defense
at such Indemnitee's  expense.  If, without the Borrowers' prior written consent
which consent shall not be unreasonably withheld, an Indemnitee shall settle any
such  investigation,  litigation,  proceeding or other action,  such  Indemnitee
shall be deemed to have waived its rights to indemnity and defense hereunder.

            (f) The  obligations  of the  Borrowers  under this Section 10.4 and
under  Sections  2.10 and 2.12 shall  survive the repayment of the Loans and the
termination of the Commitments.

            10.5.  Right  of  Set-off.   Upon  the  occurrence  and  during  the
continuance  of any  Event  of  Default,  each  Lender  Party  and  each  of its
respective Affiliates is hereby authorized at any time and from time to time, to
the fullest  extent  permitted by law, to set off and apply any and all deposits
(general or special, time or demand,  provisional or final) at any time held and
other  indebtedness  at any time owing by such Lender Party or such Affiliate to
or for the credit or the  account  of any  Borrower  against  any and all of the
Obligations now or hereafter existing irrespective of whether or not such Lender
Party  shall  have  made  any  demand  under  this  Agreement,  any  Note or any
Reimbursement Agreement or any other Loan Document and although such Obligations
may be  unmatured.  Each Lender  Party agrees  promptly to notify such  Borrower
after  any  such  set-off  and  application  made by such  Lender  Party  or its
Affiliate;  provided,  however,  that the failure to give such notice  shall not
affect the validity of such set-off and  application.  The rights of each Lender
Party and its  respective  Affiliates  under this Section are in addition to the
other  rights and  remedies  (including,  without  limitation,  other  rights of
set-off) which such Lender Party and its respective Affiliates may have.

            10.6. Binding Effect.  This Agreement shall become effective when it
shall have been executed by the Borrowers and the Agent and when the Agent shall
have been  notified by each Lender  Party that such Lender Party has executed it
and thereafter  shall be binding upon and inure to the benefit of the Borrowers,
the Agent and each Lender  Party and their  respective  successors  and assigns,
except  that the  Borrowers  shall  not have the right to  assign  their  rights
hereunder or any interest herein without the prior written consent of the Lender
Parties.

            10.7.  Assignments  and  Participations.  (a) Each  Lender may sell,
transfer, negotiate or assign to one or more other Lenders or Eligible Assignees
all or a portion of its  Commitments,  commitment to issue Letters of Credit and
the Loans and Letter of Credit  Obligations owing to it and Notes held by it and
a  commensurate  portion of its rights and  obligations  hereunder and under the
other Loan Documents;  provided,  however,  that (i) if such an assignment is of
Loans and  Commitments  under either the Revolving  Credit  Facility or the Term

                                       94




Facility,  each  such  assignment  shall be of a  constant,  and not a  varying,
percentage of the assigning Lender's rights and obligations under this Agreement
with respect to Loans,  Letters of Credit and Commitments,  as applicable,  (ii)
the aggregate  amount of the  Commitments,  Letters of Credit,  Letter of Credit
Obligations   and  Loans  being  assigned   pursuant  to  each  such  assignment
(determined as of the date of the Assignment and Acceptance with respect to such
assignment)  shall  in no  event  be less  than  $5,000,000,  in the  case of an
assignment of any Revolving Credit Commitment,  or $1,000,000, in the case of an
assignment of any Term Loan Commitment,  or, in each case, an integral  multiple
of  $1,000,000  in excess  thereof,  unless such  assignment  is of the Lender's
entire Commitment under a Facility,  and (iii) each assignee  hereunder shall be
an Eligible  Assignee.  The parties to each assignment shall execute and deliver
to the Agent,  for its acceptance  and recording in the Register,  an Assignment
and  Acceptance,  together with a fee of $3,500 and the Note (or an affidavit of
loss and indemnity with respect to such Note, satisfactory to the Agent) subject
to such  assignment.  Upon such execution,  delivery,  acceptance and recording,
from and after the effective date specified in such  Assignment and  Acceptance,
(A) the assignee  thereunder shall become a party hereto and, to the extent that
rights and  obligations  under the Loan  Documents  have been  assigned  to such
assignee  pursuant  to such  Assignment  and  Acceptance,  have the  rights  and
obligations  of a  Lender,  and if  such  Lender  was an  Issuer,  of an  Issuer
hereunder  and  thereunder  with respect to Letters of Credit  issued after such
effective date, and (B) the assignor thereunder shall, to the extent that rights
and  obligations  under this Agreement have been assigned by it pursuant to such
Assignment and Acceptance,  relinquish its rights (except for those rights which
survive the payment in full of principal and interest hereunder) and be released
from its obligations under the Loan Documents (and, in the case of an Assignment
and Acceptance covering all or the remaining portion of an assigning Lender's or
Issuer's rights and obligations under the Loan Documents,  such Lender or Issuer
shall cease to be a party hereto).

            (b) By executing and  delivering an Assignment and  Acceptance,  the
Lender assignor thereunder and the assignee thereunder confirm to and agree with
each other and the other parties  hereto as follows:  (i) other than as provided
in such  Assignment  and  Acceptance,  such  assigning  Lender  Party  makes  no
representation  or warranty  and assumes no  responsibility  with respect to any
statements,  warranties or  representations  made in or in connection  with this
Agreement  or any  other  Loan  Document  or any  instrument  or other  document
furnished  pursuant  hereto or thereto  or the  execution,  legality,  validity,
enforceability,  genuineness,  sufficiency  or value  of, or the  perfection  or
priority of any lien or security  interest  created or  purported  to be created
under or in connection  with,  this  Agreement or any other Loan Document or any
other  instrument or document  furnished  pursuant hereto or thereto;  (ii) such
assigning  Lender  Party  makes no  representation  or  warranty  and assumes no
responsibility  with respect to the  financial  condition of any Borrower or the
performance or observance by any Borrower of any of its  obligations  under this
Agreement  or any other Loan  Document  or of any other  instrument  or document
furnished  pursuant hereto or thereto;  (iii) such assignee confirms that it has
received a copy of this Agreement and each of the other Loan Documents  together
with a copy of any of the  financial  statements  referred  to in Section 4.5 of
this  Agreement  and such  other  documents  and  information  as it has  deemed
appropriate  to make its own credit  analysis  and  decision  to enter into such
Assignment and Acceptance;  (iv) such assignee will,  independently  and without
reliance upon the Agent,  such assigning Lender Party or any other Lender Party,
and based on such documents and information as it shall deem  appropriate at the
time,  continue to make its own credit  decisions in taking or not taking action
under  this  Agreement;  (v)  such  assignee  confirms  that  it is an  Eligible

                                       95




Assignee;  (vi) such  assignee  appoints and  authorizes  the Agent to take such
action as agent on its behalf and to exercise such powers and  discretion  under
this Agreement and the other Loan Documents as are delegated to the Agent by the
terms  hereof and  thereof,  together  with such  powers and  discretion  as are
reasonably  incidental  thereto;  and (vii) such  assignee  agrees  that it will
perform in accordance with their terms all of the obligations which by the terms
of this  Agreement  are  required  to be  performed  by it as a Lender  and,  if
appropriate, an Issuer.

            (c) The Agent shall  maintain at its address  referred to in Section
10.2 a copy of each  Assumption  Agreement and each  Assignment  and  Acceptance
delivered to and accepted by it and a register for the  recordation of the names
and  addresses of the Lender  Parties and the  Commitments  of, Letter of Credit
Obligations  owing to, and  principal  amount of the Loans  owing to each Lender
Party from time to time (the  "Register").  The entries in the Register shall be
conclusive  and  binding  for  all  purposes,  absent  manifest  error,  and the
Borrowers,  the Agent and the Lender Parties may treat each Person whose name is
recorded in the Register as a Lender  Party for all purposes of this  Agreement.
The Register shall be available for  inspection by the  Borrowers,  the Agent or
any Lender Party at any  reasonable  time and from time to time upon  reasonable
prior notice.

            (d) Upon its receipt of an Assignment and Acceptance  executed by an
assigning  Lender  Party and an  assignee  representing  that it is an  Eligible
Assignee,  together with the Note or Notes subject to such assignment, the Agent
shall,  if such  Assignment and Acceptance has been  completed,  (i) accept such
Assignment and Acceptance,  (ii) record the information contained therein in the
Register  and (iii) give prompt  notice  thereof to the  Borrowers.  Within five
Business  Days after its receipt of such  notice,  the  Borrowers,  at their own
expense,  shall  execute  and  deliver  to  the  Agent,  in  exchange  for  such
surrendered Note, a new Note to the order of such Eligible Assignee in an amount
equal to the Commitment assumed by it pursuant to such Assignment and Acceptance
and, if the assigning  Lender Party has retained a Commitment  hereunder,  a new
Note to the  order  of the  assigning  Lender  Party in an  amount  equal to the
Commitment retained by it hereunder.  Such new Note shall be dated the same date
as the surrendered Note and be in  substantially  the form of Exhibit A-1 or A-2
hereto, as applicable.

            (e) Each Lender Party may sell  participations  to one or more banks
or other Persons in or to all or a portion of its rights and  obligations  under
the Loan  Documents  (including,  without  limitation,  all or a portion  of its
Commitment,  the Letter of Credit Obligations owing to it and the Loans owing to
it and the Note held by it). The terms of such  participation  shall not, in any
event,  require  the  participant's  consent to any  amendment,  waiver or other
modification of any provision of any Loan Document, the consent to any departure
by any Borrower therefrom,  or to the exercising or refraining from the exercise
of any powers or rights  which such Lender Party may have under or in respect of
the Loan  Documents  (including,  without  limitation,  the right to enforce the
obligations of the  Borrowers),  except if any such  amendment,  waiver or other
modification or consent would (i) reduce the amount,  or postpone any date fixed
for,  any  amount  (whether  of  principal,  interest  or fees)  payable to such
participant  under the Loan Documents to which such participant  would otherwise
be entitled under such participation or (ii) result in the release of any of the
Collateral,  except  (A) as  shall  otherwise  be  provided  in  the  Collateral
Documents and (B) Collateral having an aggregate Fair Market Value not in excess

                                       96




of $25,000,000 in any Fiscal Year. In the event of the sale of any participation
by any  Lender  Party,  (i)  such  Lender  Party's  obligations  under  the Loan
Documents (including, without limitation, its Revolving Credit Commitment) shall
remain unchanged,  (ii) such Lender Party shall remain solely responsible to the
other parties hereto for the performance of such obligations,  (iii) such Lender
Party shall remain the holder of such Note and  Obligations  for all purposes of
this Agreement,  (iv) such Lender Party shall disclose to the Agent the identity
of each bank or other entity purchasing a participation and the principal amount
of such  participation  within five Business Days after the sale and purchase of
such  participation,  and (v) the  Borrowers,  the Agent  and the  other  Lender
Parties  shall  continue  to deal  solely  and  directly  with  such  Lender  in
connection with such Lender Party's rights and obligations under this Agreement.

            (f) Notwithstanding any other provision set forth in this Agreement,
any Lender may at any time  create a security  interest in all or any portion of
its rights under this Agreement (including,  without limitation, the Loans owing
to it and the Note or Notes held by it) in favor of any Federal  Reserve Bank in
accordance  with  Regulation A of the Board of Governors of the Federal  Reserve
System.

            10.8. Governing Law. This Agreement and the Notes and the rights and
obligations  of the  parties  hereto  and  thereto  shall be  governed  by,  and
construed  in  accordance  with,  the law of the State of New York  and,  to the
extent applicable, the Bankruptcy Code.

            10.9. Submission to Jurisdiction. (a) Any legal action or proceeding
with respect to this Agreement or the Notes or any document  related thereto may
be brought in the Bankruptcy  Court or the courts of the State of New York or of
the United  States of America for the  Southern  District  of New York,  and, by
execution  and delivery of this  Agreement,  each  Borrower  hereby  accepts for
itself  and in respect  of its  property,  generally  and  unconditionally,  the
jurisdiction  of the aforesaid  courts.  The parties  hereto hereby  irrevocably
waive any objection,  including, without limitation, any objection to the laying
of venue or based on the grounds of forum non conveniens,  which any of them may
now or hereafter  have to the bringing of any such action or  proceeding in such
respective jurisdictions.

            (b) Each Borrower  irrevocably consents to the service of process of
any of the aforesaid courts in any such action or proceeding by the mailing of a
copy thereof by registered or certified  mail,  postage  prepaid,  to WPC at its
address provided herein.

            (c) Nothing contained in this Section 10.9 shall affect the right of
the Agent or any Lender  Party or any  holder of a Note to serve  process in any
other manner permitted by law or commence legal proceedings or otherwise proceed
against any Borrower in any other jurisdiction.

            10.10.   Section  Titles.  The  Section  titles  contained  in  this
Agreement  are and shall be without  substantive  meaning or content of any kind
whatsoever and are not a part of the agreement among the parties hereto.

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

                                       97




            10.12. No Liability of the Issuers.  The Borrowers  assume all risks
of the acts or  omissions  of any  beneficiary  or  transferee  of any Letter of
Credit with respect to its use of such Letter of Credit.  Neither any Issuer nor
any of its officers or directors shall be liable or responsible for: (a) the use
that  may be made of any  Letter  of  Credit  or any  acts or  omissions  of any
beneficiary or transferee in connection therewith; (b) the validity, sufficiency
or  genuineness  of  documents,  or of any  endorsement  thereon,  even  if such
documents  should  prove  to be in any or all  respects  invalid,  insufficient,
fraudulent  or  forged;  (c)  payment by such  Issuer  against  presentation  of
documents  that do not comply  with the terms of a Letter of  Credit,  including
failure of any  documents  to bear any  reference  or adequate  reference to the
Letter of Credit; or (d) any other circumstances whatsoever in making or failing
to make payment under any Letter of Credit, except that the Borrowers shall have
a claim against such Issuer,  and such Issuer shall be liable to the  Borrowers,
to the extent of any  direct,  but not  consequential,  damages  suffered by the
Borrowers  that the  Borrowers  prove were caused by (i) such  Issuer's  willful
misconduct or gross negligence in determining  whether documents presented under
any Letter of Credit  comply with the terms of the Letter of Credit or (ii) such
Issuer's  willful  failure to make lawful payment under a Letter of Credit after
the presentation to it of a draft and certificates  strictly  complying with the
terms  and  conditions  of the  Letter  of  Credit.  In  furtherance  and not in
limitation of the  foregoing,  such Issuer may accept  documents  that appear on
their face to be in order,  without  responsibility  for further  investigation,
regardless of any notice or information to the contrary.

            10.13.  Entire Agreement.  This Agreement,  together with all of the
other Loan Documents and all certificates and documents  delivered  hereunder or
thereunder,  the Interim  Order,  the Final Order,  the  proposal  letter by and
between  the Agent and the  Borrowers,  and the fee  letter by and  between  the
Borrowers  and each of the Lender  Parties  embody the entire  agreement  of the
parties and supersedes all prior agreements and  understandings  relating to the
subject matter hereof.

            10.14.  Confidentiality.  Each  Lender  Party and the Agent agree to
keep  information  obtained by it pursuant  hereto and the other Loan  Documents
confidential in accordance with such Lender Party's or the Agent's,  as the case
may be, customary practices and agrees that it will only use such information in
connection with the transactions contemplated by this Agreement and not disclose
any of such information other than (i) to such Lender Party's or the Agent's, as
the case may be, Affiliates,  employees,  representatives  and agents who are or
are expected to be involved in the evaluation of such  information in connection
with the transactions  contemplated by this Agreement and who are advised of the
confidential  nature of such  information,  (ii) to the extent such  information
presently is or hereafter  becomes  available to such Lender Party or the Agent,
as the case may be, on a  non-confidential  basis  from a source  other than the
Borrowers,  (iii) to the extent  disclosure  is required by law,  regulation  or
judicial  order (which  requirement  or order shall be promptly  notified to the
Borrowers) or requested or required by bank  regulators or auditors,  or (iv) to
assignees or participants or potential assignees or participants who agree to be
bound by the provisions of this Section.

            10.15. Additional Term Loan; Amendment and Restatement.  Each of the
Borrowers and each Revolving  Credit Lender hereby agree that, at the discretion
of the Agent,  up to  $50,000,000  of the Revolving  Credit  Commitments  may be

                                       98




converted  to  commitments  under a  non-amortizing  term  loan  that  will have
substantially  the same  terms and  conditions  as,  and shall be pari  passu in
respect of Collateral and priority of payment with, the Revolving  Credit Loans.
Each Revolving Credit Lender may, at its discretion, agree to convert any or all
of its Revolving Credit  Commitment to commitments under such new term loan, and
the Agent may, in its  discretion,  request such banks and other  entities as it
shall identify to participate in such new term loan. Each Borrower,  each Lender
Party and the Agent  hereby  agree that,  prior to the entry of the Final Order,
this  Agreement  may be amended and restated in its entirety to document the new
term loan contemplated by this Section 10.15.

            10.16.  Waiver of Jury Trial.  Each of the Borrowers,  the Agent and
the Lender Parties  irrevocably waives all right to trial by jury in any action,
proceeding  or  counterclaim  (whether  based on  contract,  tort or  otherwise)
arising  out of or  relating  to any of the  Loan  Documents,  the  Loans or the
actions of the Agent or any  Lender  Party in the  negotiation,  administration,
performance or enforcement thereof.




                                       99



            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their  respective  officers  thereunto duly  authorized as of the
date first above written.


                                    BORROWERS

                                        WHEELING-PITTSBURGH
                                        CORPORATION


                                        By:_______________________________
                                              Name:
                                              Title:

                                        WHEELING-PITTSBURGH STEEL
                                        CORPORATION


                                        By:_______________________________
                                              Name: Paul Mooney
                                              Title: Executive Vice President and
                                                       Chief Financial Officer

                                        W-P STEEL VENTURE CORPORATION


                                        By:_______________________________
                                              Name:
                                              Title:

                                        CONSUMERS MINING COMPANY


                                        By:_______________________________
                                              Name:
                                              Title:

                                              W-P COAL COMPANY
                                        By:_______________________________
                                              Name:
                                              Title:

                                        MINGO OXYGEN COMPANY


                                        By:_______________________________
                                              Name:
                                              Title:




                                        MONESSEN SOUTHWESTERN
                                        RAILWAY COMPANY


                                        By:_______________________________
                                              Name:
                                              Title:

                                        WHEELING-EMPIRE COMPANY


                                        By:_______________________________
                                              Name:
                                              Title:

                                        PITTSBURGH-CANFIELD
                                        CORPORATION


                                        By:_______________________________
                                              Name:
                                              Title:






                                      AGENT
                                        CITICORP USA, INC., as Agent


                                        By:_______________________________
                                              Name:
                                              Title:

                                     LENDERS


                                        CITICORP USA, INC.


                                        By:_______________________________
                                              Name:
                                              Title:


                                        THE CIT GROUP/BUSINESS CREDIT, INC.


                                        By:_______________________________
                                              Name:
                                              Title:


                                        NATIONAL CITY COMMERCIAL
                                        FINANCE


                                        By:_______________________________
                                              Name:
                                              Title:


                                        FOOTHILL CAPITAL CORPORATION


                                        By:_______________________________
                                              Name:
                                              Title:



                                        HELLER FINANCIAL, INC.


                                        By:_______________________________
                                              Name:
                                              Title:




                              ISSUER (AND NOT LENDER)

                                        CITIBANK, N.A.

                                        By:_____________________________
                                              Name:
                                              Title:






                                   SCHEDULE I
                                 LIST OF ISSUERS


Name of Issuer
--------------

Citibank, N.A.






                                   SCHEDULE II
                                   COMMITMENTS


Name of Lender                    Revolving Credit Commitment    Term Commitment
--------------                    ---------------------------    ---------------

Citicorp USA, Inc.                      $65,000,000.00           $35,000,000.00

The CIT Group/Business Credit, Inc.     $50,000,000.00

National City Commercial Finance        $45,000,000.00

Foothill Capital Corporation            $45,000,000.00

Heller Business Credit                  $50,000,000.00








                                  SCHEDULE III
          LIST OF APPLICABLE LENDING OFFICES AND ADDRESSES FOR NOTICES


Name of Lender               Domestic Lending Office          Eurodollar Lending Office

Citicorp USA, Inc.           399 Park Avenue                  399 Park Avenue
                             New York, NY 10043               New York, NY 10043
                             Attn:  Keith Karako              Attn:  Keith Karako
                             T:  212 559-3149                 T:  212 559-3149
                             F:  212 793-1290                 F:  212 793-1290

The CIT Group/Business       1211 Avenue of the Americas
Credit                       New York, NY 10036
                             T:
                             F:

National City Commercial     National City Center
Finance                      PO Box 5756
                             Cleveland, OH  44101-0756
                             T:
                             F:

Foothill Capital Corporation 2450 Colorado Ave
                             Suite 3000 West
                             Santa Monica, CA  90404
                             T:
                             F:

Heller Business Credit       150 East 42nd Street
                             New York, NY  10017
                             T:
                             F:







                                   SCHEDULE IV
                            TERM PRIORITY COLLATERAL


         All fixed assets of all Borrowers and the related intellectual
             property of all Borrowers as described in Section 4.19.`