COPY AS EXECUTED
                                                  TOGETHER WITH EXHIBITS
                                                  H, I, J, K, L, M-1, M-2, and O
                                                  AS SEPARATELY EXECUTED





                                U.S. $150,000,000

                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT

                           Dated as of April 30, 1999

                                      Among

                      WHEELING-PITTSBURGH STEEL CORPORATION

                                   as Borrower
                                   -----------

                                       and

                            THE LENDERS PARTY HERETO

                                   as Lenders

                                       and

                                 CITIBANK, N.A.

                      as Agent and as Initial Issuing Bank
                      ------------------------------------


<PAGE>



                         T A B L E  O F   C O N T E N T S


Section                                                                    Page

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

1.1.  Defined Terms  .........................................................2
1.2.  Computation of Time Periods............................................29
1.3.  Accounting Terms.......................................................29
1.4.  Certain Terms  ........................................................29

                                   ARTICLE II

                         AMOUNTS AND TERMS OF THE LOANS

2.1.  The Revolving Credit Loans.............................................29
2.2.  The Swing Loans........................................................30
2.3.  Making the Loans.......................................................30
2.4.  Fees...................................................................32
2.5.  Reduction and Termination of the Revolving Credit Commitments..........32
2.6.  Repayment..............................................................32
2.7.  Prepayments............................................................32
2.8.  Conversion/Continuation Option.........................................34
2.9.  Interest...............................................................35
2.10.  Interest Rate Determination...........................................35
2.11.  Increased Costs.......................................................36
2.12.  Illegality............................................................36
2.13.  Capital Adequacy......................................................37
2.14.  Payments and Computations.............................................37
2.15.  Taxes.................................................................39
2.16.  Sharing of Payments, Etc..............................................41
2.17.  Letter of Credit Facility.............................................42
2.18.  Settlement of Accounts................................................47
2.19.  The Blocked Account...................................................48

                                   ARTICLE III

                              CONDITIONS PRECEDENT

3.1.  Conditions Precedent to the Effective Date.............................49


                                        i

<PAGE>

3.2.  Additional Conditions Precedent to the Effective Date...................51
3.3.  Conditions Precedent to Each Loan and Letter of Credit..................53

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

4.1.  Corporate Existence; Compliance with Law................................54
4.2.  Corporate Power; Authorization; Enforceable Obligations.................54
4.3.  Taxes...................................................................56
4.4.  Full Disclosure.........................................................56
4.5.  Financial Matters.......................................................56
4.6.  Litigation..............................................................58
4.7.  Margin Regulations......................................................58
4.8.  Ownership of the Borrower and Subsidiaries..............................58
4.9.  ERISA...................................................................59
4.10.  Liens..................................................................60
4.11.  Replacement Notes......................................................60
4.12.  No Burdensome Restrictions; No Defaults................................60
4.13.  No Other Ventures......................................................61
4.14.  Investment Company Act.................................................61
4.15.  Insurance..............................................................61
4.16.  Labor Matters..........................................................61
4.17.  Force Majeure..........................................................62
4.18.  Use of Proceeds........................................................62
4.19.  Environmental Protection...............................................63
4.20.  Intellectual Property..................................................64
4.21.  Title..................................................................65
4.22.  Year 2000..............................................................67

                                    ARTICLE V

                               FINANCIAL COVENANTS

5.1.  Maintenance of Senior Leverage Ratio....................................67
5.2.  Maintenance of Interest Coverage Ratio..................................68
5.3.  Limitation on Capital Expenditures......................................69


                                       ii
<PAGE>


                                   ARTICLE VI

                        ADDITIONAL AFFIRMATIVE COVENANTS

6.1.  Compliance with Laws, Etc...............................................69
6.2.  Conduct of Business.....................................................70
6.3.  Payment of Taxes, Etc...................................................70
6.4.  Maintenance of Insurance................................................70
6.5.  Preservation of Corporate Existence, Etc................................71
6.6.  Access..................................................................71
6.7.  Keeping of Books........................................................71
6.8.  Maintenance of Properties, Etc..........................................71
6.9.  Application of Proceeds.................................................72
6.10.  Financial Statements...................................................72
6.11.  Reporting Requirements.................................................75
6.12.  Employee Plans.........................................................78
6.13.  Fiscal Year............................................................79
6.14.  Borrowing Base Determination...........................................79
6.15.  Environmental..........................................................79
6.16.  Securitization Intercreditor Agreement.................................79

                                   ARTICLE VII

                               NEGATIVE COVENANTS

7.1.  Liens, Etc..............................................................80
7.2.  Indebtedness............................................................82
7.3.  Lease Obligations.......................................................84
7.4.  Restricted Payments.....................................................85
7.5.  Mergers, Stock Issuances, Sale of Assets, Etc...........................86
7.6.  Investments in Other Persons............................................87
7.7.  Change in Nature of Business............................................89
7.8.  Material Agreements.....................................................89
7.9.  Accounting Changes......................................................89
7.10.  Transactions with Affiliates...........................................89
7.11.  Cancellation of Indebtedness Owed to It................................90
7.12.  No New Subsidiaries....................................................90
7.13.  Capital Structure......................................................91
7.14.  No Speculative Transactions............................................91
7.15.  Margin Regulations.....................................................91
7.16.  Bank Accounts .........................................................91



                                      iii
<PAGE>


7.17.  Environmental Release..................................................92

                                  ARTICLE VIII

                                EVENTS OF DEFAULT

8.1.  Events of Default.......................................................92
8.2.  Remedies       .........................................................95
8.3.  Actions in Respect of Letters of Credit.................................96

                                   ARTICLE IX

                                    THE AGENT

9.1.  Authorization and Action................................................98
9.2.  Agent's Reliance, Etc...................................................98
9.3.  Citibank, Citicorp and Affiliates.......................................99
9.4.  Lender Party Credit Decision............................................99
9.5.  Indemnification.........................................................99
9.6.  Successor Agent........................................................101

                                    ARTICLE X

                                  MISCELLANEOUS

10.1.  Amendments, Etc......................................................102
10.2.  Notices, Etc. .......................................................104
10.3.  No Waiver; Remedies..................................................104
10.4.  Costs; Expenses; Indemnities.........................................104
10.5.  Right of Set-off.....................................................107
10.6.  Binding Effect.......................................................107
10.7.  Assignments and Participations.......................................108
10.8.  Governing Law .......................................................111
10.9.  Submission to Jurisdiction...........................................111
10.10.  Section Titles......................................................111
10.11.  Execution in Counterparts...........................................112
10.12.  No Liability of the Issuers.........................................112
10.13.  Entire Agreement....................................................112
10.14.  Confidentiality.....................................................112
10.15.  Waiver of Jury Trial................................................114


                                       iv


<PAGE>

                                    SCHEDULES

Schedule I        - List of Issuers

Schedule II       - Commitments

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

Schedule IV       - Borrowing Base Advance Rates

Schedule 2.3      - List of Eligible Signatories

Schedule 3.1      - UCC Termination Statements

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 4.13     - Joint Ventures

Schedule 4.16     - Labor

Schedule 4.19     - Environmental Protection

Schedule 4.21(a)  - List of Owned Real Estate

Schedule 4.21(b)  - List of Leased Real Estate

Schedule 4.21(c)  - Existing Options

Schedule 7.2      - Existing Indebtedness

Schedule 7.3      - Leases

Schedule 7.4.1    - Restricted Payments

Schedule 7.4.2    - Restricted Payments

Schedule 7.6      - Existing Investments



                                       v

<PAGE>



Schedule 7.10     - Transactions with Affiliates

Schedule 7.16     - Permitted Bank Accounts


                                    EXHIBITS

Exhibit A        -      Form of Revolving Credit 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        -      Form of Holdings Guaranty

Exhibit H        -      Form of Holdings Pledge Agreement

Exhibit I        -      Form of Guaranty

Exhibit J        -      Form of Security Agreement

Exhibit K        -      Form of Keepwell Agreement

Exhibit L        -      Form of Holdings Intercreditor Agreement

Exhibit M-1      -      Opinion of Olshan Grundman Frome, Rosenzweig & Wolosky
                        -- Outside Counsel for the Borrower

Exhibit M-2      -      Opinion of Reed Smith Shaw & McClay LLP
                        -- Local Counsel for the Borrower

Exhibit N        -      Form of Guarantor Intercompany Notes

Exhibit O        -      Form of Cash Collateral Account Agreement

Exhibit P        -      Form of Securitization Intercreditor Agreement

                                       vi

<PAGE>

                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT


         THIRD  AMENDED AND  RESTATED  CREDIT  AGREEMENT,  dated as of April 30,
1999, among Wheeling-Pittsburgh  Steel Corporation,  a Delaware corporation (the
"Borrower"),  the financial  institutions  listed on the signature  pages hereof
(each  individually a "Lender" and  collectively  the "Lenders"),  and Citibank,
N.A.  ("Citibank"),  as agent  hereunder  for the  Lenders  (in  such  capacity,
together with any successor appointed pursuant to Article IX, the "Agent"),  and
as issuer of letters of credit (the "Initial Issuing Bank").

PRELIMINARY STATEMENTS.

         1. The  Borrower  is a party to a Second  Amended and  Restated  Credit
Agreement,  dated as of December  28, 1995 (as  amended to date,  the  "Original
Credit Agreement"),  with the financial institutions party thereto and Citibank,
as agent.

         2.    Wheeling-Pittsburgh    Corporation,    a   Delaware   corporation
("Holdings"),  is the  direct  parent of the  Borrower  and WHX  Corporation,  a
Delaware corporation ("WHX") is the direct parent of Holdings.

         3. The Borrower  and  Holdings  have  requested  that the Lenders,  the
Issuers (as  hereinafter  defined)  and the Agent amend and restate the Original
Credit Agreement to, among other things, increase the Commitments and extend the
Termination Date (as such terms are defined in the Original Credit Agreement).

         4. The Lender Parties (as  hereinafter  defined) have  indicated  their
willingness to agree to amend and restate the Original  Credit  Agreement on the
terms and conditions set forth herein.

         NOW, THEREFORE,  in consideration of the premises and the covenants and
agreements  contained herein,  the parties hereto agree that the Original Credit
Agreement is hereby amended and restated as follows:




                                        1

<PAGE>

                                    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):

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

                  "Adjusted  Net  Worth"  means,  as to  any  Guarantor  at  the
Effective  Date,  the  lesser of (x) the  amount by which the book  value of the
property  of such  Guarantor  exceeds  the total  amount of  liabilities  on its
existing  "Debt" (as such term is defined in Section  270 of the New York Debtor
Creditor Law), including,  without limitation,  probable contingent liabilities,
but excluding liabilities under the Guaranty, of such Guarantor at such date and
(y) the amount by which the book value of the assets of such  Guarantor  at such
date exceeds the amount that will be required to pay the  probable  liability of
such Guarantor on its Debt,  excluding Debt in respect of the Guaranty,  as they
become absolute and matured.

                  "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 the  Borrower,  of Holdings or 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: Alexandra Lozovsky.

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



                                        2

<PAGE>


                  "Applicable Lending Office" means, with respect to each Lender
Party,  its  Domestic  Lending  Office  in the case of a Base  Rate 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:


<TABLE>
<CAPTION>

                                     Applicable Margin               Applicable Margin                  Applicable Margin for
   Performance Level                for Base Rate Loans               for Eurodollar                    Letter of Credit Fees
<S>                                       <C>                            <C>                                  <C>
                                                                        Rate Loans
------------------------------------------------------------------------------------------------------------------------------------
          I                               1.00%                          2.00%                                1.75%
------------------------------------------------------------------------------------------------------------------------------------
          II                              1.125%                         2.125%                               1.875%
------------------------------------------------------------------------------------------------------------------------------------
          III                             1.25%                          2.25%                                2.00%
------------------------------------------------------------------------------------------------------------------------------------
          IV                              1.375%                         2.375%                               2.125%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

provided that, for the period commencing on the Effective Date and ending on the
date of delivery of the financial  statements in accordance with Section 6.10(c)
related to the Fiscal Year ending 1999,  the  Applicable  Margin shall be as set
forth opposite Performance Level III.

                  "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:



                                                       Applicable
                  Performance Level                    Percentage
                         I                              0.375%
--------------------------------------------------------------------------------
                         II                             0.50%
--------------------------------------------------------------------------------
                         III                            0.50%
--------------------------------------------------------------------------------
                         IV                             0.50%
--------------------------------------------------------------------------------




                                        3

<PAGE>


                  "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.

                  "Available  Credit" means, at any time, an amount equal to (i)
the lower of (a) the Revolving Credit Commitments  outstanding at such time, and
(b) the Borrowing Base at such time minus (ii) the aggregate principal amount of
the Revolving Credit Loans and Swing Line Loans outstanding at such time and the
outstanding Letter of Credit Obligations at such time.

                  "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
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



                                        4

<PAGE>


                  (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 the Borrower  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.

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

                  "Borrowing  Base"  means,  at  any  time,  an  amount  up to a
percentage  of the value of various  categories  of Eligible  Inventory  at such
time,  as set forth on Schedule  IV hereto;  provided  that with  respect to the
Eligible  Inventory  of  any  Guarantor,  such  amount  shall  not  exceed  such
Guarantor's  Adjusted Net Worth at the Effective Date; provided,  however,  that
such  advance  rates may be  adjusted by the Agent from time to time in its sole
discretion based upon an outside valuation; provided further, however, that such
advance rates may not be adjusted, without the consent of all of the Lenders (x)
above 67.5% for any category of Inventory set forth on Schedule IV hereto or (y)
above 52.5% for the weighted average of all categories of Inventory set forth on
Schedule IV hereto.  The Agent shall  provide the  Borrower and the Lenders with
two Business Days' prior written notice of any such change.

                  "Borrowing  Base  Certificate"  means  a  certificate  of  the
Borrower 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,


                                        5


<PAGE>

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, but not including any  Investments  permitted
pursuant to Section 7.6. 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.

                  "Cash  Collateral  Account  Agreement"  means the  amended and
restated cash collateral agreement, dated as of the date hereof, executed by the
Borrower  and  the  Agent,  substantially  in the  form  of  Exhibit  O, 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.


                                        6

<PAGE>


                  "Cash Interest  Expense" means, for any Person for any period,
the Net  Interest  Expense of such  Person for such  period,  plus (a)  interest
expense  capitalized for such period to the extent deducted in the determination
of such Net Interest Expense,  less (b) Non-Cash Interest Expense of such Person
for such period.

                  "Cash Release  Condition"  means the  occurrence of any of the
following:  (i) the amount of the Available  Credit  exceeds  $70,000,000  for a
period of five consecutive Business Days and (ii) no Default or Event of Default
has occurred and is continuing.

                  "Cash  Release  Condition  Unwind"  means  the  amount  of the
Available  Credit  is less  than or equal to  $50,000,000  for a period  of five
consecutive  Business  Days or a Default or Event of Default has occurred and is
continuing.

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

                  "Citicorp" means Citicorp USA, Inc.

                  "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 the Borrower,  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 Holdings Pledge  Agreement,
the Security  Agreement,  the Cash  Collateral  Account  Agreement,  the Blocked
Account  Letter 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.


                                        7


<PAGE>

                  "Commitment"  means as to any Lender,  such Lender's Revolving
Credit  Commitment  and  "Commitments"  means  the  aggregate  Revolving  Credit
Commitments of all Lenders.

                  "Commitment Fee" has the meaning specified in Section 2.4(a).

                  "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


                                        8


<PAGE>

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

                  "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  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 Borrower and the Agent.

                  "EBITDA" means, for any Person for any period,  the Net Income
(Loss) of such Person for such period taken as a single accounting period,  plus
(a) the sum of the  following  amounts of such Person and its  Subsidiaries  for
such period  determined on a consolidated  basis in accordance  with GAAP to the
extent included in the determination of such Net Income (Loss): (i) depreciation
expense, (ii) amortization expense,  (iii) Net Interest Expense, (iv) income tax
expense,  (v)  extraordinary  losses or losses on non-current asset sales or the
write-down  of  non-current  assets  and (vi) the  amount of cash  dividends  or
distributions paid to such Person;  less (b) the sum of the following amounts of
such  Person  and  its  Subsidiaries  determined  on  a  consolidated  basis  in
accordance  with GAAP to the extent  included in the  determination  of such Net
Income (Loss):  (i)  extraordinary  gains or gains on non-current asset sales or
the write-

                                       9
<PAGE>

up of non-current assets, (ii) the Net Income (Loss) of any other Person that is
accounted for by the equity method of accounting and (iii) the Net Income (Loss)
of any other Person  acquired by such Person or a Subsidiary of such Person in a
transaction  accounted for as a pooling of interests for any period prior to the
date of such acquisition.

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

                  "Eligible  Assignee" means (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  Borrower  and the Agent as an Eligible  Assignee for
purposes of this Agreement;  provided that the Borrower's  approval shall not be
unreasonably  withheld.  Without  limitation on the foregoing,  the Borrower may
withhold  its 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  Borrower  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
Borrower and the Guarantors  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 does not intend to
treat the  following  Inventory  as  eligible:  (a)  Inventory  in transit,  (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,


                                       10



<PAGE>

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.

         "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
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  Loan  Party  or  any  of  its
Subsidiaries within the meaning of Section 414 (b), (c), (m) or (o) of the Code.

                                       11
<PAGE>

         "ERISA  Event" means (i) a Reportable  Event with respect to a Title IV
Plan or a  Multiemployer  Plan;  (ii) the withdrawal of any Loan Party 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 Loan Party 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 Loan Parties
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 Loan Party 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;  or (ix)
the request by any Loan Party,  any of its  Subsidiaries  or any ERISA Affiliate
for a minimum funding waiver from the IRS with respect to any Pension Plan.

         "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.

         "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  Borrower 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


<PAGE>

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.

         "Fabricating Joint Ventures" means,  collectively,  the joint ventures,
corporations  or partnerships  owned by Holdings,  the Borrower or any Guarantor
(or a wholly owned Subsidiary of Holdings, the Borrower or any Guarantor ) 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
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

                                       13

<PAGE>

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.

         "Fiscal Month" means one calendar month.

         "Fiscal  Quarter" means the 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.

         "Funding" means  Wheeling-Pittsburgh  Funding, Inc., a Delaware special
purpose corporation and wholly owned Subsidiary of the Borrower.

         "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  pronounce  ments  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.

         "Guarantor" means any of PCC or Wheeling  Construction,  and such other
permitted  Subsidiaries of the Borrower or any other Guarantor that may become a


                                       14


<PAGE>


party to the Guaranty in the future, as required by the Agent in accordance with
Section 7.12.

         "Guarantor  Intercompany  Notes" means  intercompany  notes made by the
Guarantors in favor of the Borrower in substantially the form of Exhibit N.

         "Guaranty" means the amended and restated  guaranty executed by each of
the Guarantors,  substantially in the form of Exhibit I, as such guaranty may be
amended, supplemented or otherwise modified from time to time.

         "Holdings" has the meaning specified in the Preliminary Statements.

         "Holdings Guaranty" means the amended and restated guaranty executed by
Holdings,  substantially  in the  form of  Exhibit  G, as such  guaranty  may be
amended, supplemented or otherwise modified from time to time.

         "Holdings  Intercreditor  Agreement"  means the  amended  and  restated
intercreditor  agreement executed by WHX, Holdings,  the Borrower and the Agent,
in  substantially  the  form of  Exhibit  L as such  agreement  may be  amended,
supplemented or otherwise modified from time to time.

         "Holdings IPO" means the initial  public  offering of Stock of Holdings
(including a sale of such Stock held by WHX pursuant to a registration statement
filed under the Securities Act of 1933).

         "Holdings IPO Threshold" means that not less than 50% of the issued and
outstanding Stock of Holdings shall have been sold to Persons other than WHX and
its Affiliates pursuant to the Holdings IPO.

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

         "Holdings  Pledge  Agreement"  means the  amended and  restated  pledge
agreement executed by Holdings,  substantially in the form of Exhibit H, as such
pledge agreement may be amended, supplemented or otherwise modified from time to
time.

         "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,


                                       15
<PAGE>

(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 Borrower, the Obligations.

         "Indemnitee" has the meaning specified in Section 10.4.

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

         "Interest Coverage Ratio" means, for each Fiscal Quarter and determined
on the basis of the four Fiscal Quarters ending on the date of determination,  a
ratio of (a) EBITDA of the Loan Party  Consolidated  Group to (b) Cash  Interest
Expense  of the Loan  Party  Consolidated  Group  plus the  aggregate  "Discount
Amount" (under and as defined in each Supplement  included in the Securitization
Documents) for such period.

         "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  three  months  thereafter  and (b)
thereafter, if such Loan is continued, in whole or in part, as a Eurodollar Rate
Loan  pursuant  to Section  2.9,  the period  commencing  on the last day of the
immediately   preceding   Interest  Period  therefor  and  ending  three  months
thereafter; 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


                                       16

<PAGE>

      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;

         (C) the Borrower  may not select any  Interest  Period which ends after
      the Termination Date;

         (D) the Borrower may not 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.

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

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

         "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.

         "Keepwell Agreement" means the amended and restated agreement, executed
by each of WHX, Holdings and the Borrower,  substantially in the form of Exhibit
K, as such  agreement may be amended,  supplemented  or otherwise  modified from
time to time.

         "Keepwell   Payments"  has  the  meaning   specified  in  the  Keepwell
Agreement.

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



                                       17
<PAGE>

         "Leases" means,  with respect to the Borrower,  any Guarantor 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  4.21(b),  as such may be amended,  supplemented or otherwise  modified
from time to time to the extent permitted by this Agreement.

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

         "Letter of Credit" means any letter of credit issued for the account of
the Borrower or any of its Subsidiaries by an Issuer pursuant to Section 2.17.

         "Letter of Credit  Agreement"  means the agreement,  dated as of August
24, 1994, among the Borrower 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  Borrower  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 or a Swing Loan made by a Lender
to the Borrower pursuant to Article II.



                                       18
<PAGE>

         "Loan Documents"  means,  collectively,  this Agreement,  the Revolving
Credit  Notes,  the  Keepwell  Agreement,  each  Letter of Credit  Reimbursement
Agreement,    the   Holdings   Intercreditor   Agreement,   the   Securitization
Intercreditor  Agreement,  the Guarantor  Intercompany  Notes and the Collateral
Documents.

         "Loan Party" means each of the Borrower,  each Guarantor,  Holdings and
each Subsidiary or Affiliate of the Borrower (other than WHX) which executes and
delivers a Loan Document.

         "Loan  Party  Consolidated   Group"  means  each  Loan  Party  and  its
Subsidiaries.

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

         "Material Adverse Change" means a material adverse change in any of (i)
the  condition  (financial  or  otherwise),  business,  performance,  prospects,
operations or properties of Holdings,  the Borrower,  the  Guarantors  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 Borrower
to repay the Obligations or of any Loan Party to perform its  obligations  under
any Loan Document in any material respects or (v) the rights and remedies of the
Lender  Parties or the Agent under the Loan  Documents;  provided  that any such
change related to matters  described in Section  4.16(a),  (b), (e), (f) and (g)
shall not  constitute a Material  Adverse  Change at any time that the Available
Credit plus the aggregate amount then on deposit in the  Concentration  Account,
the  Investment  Account  and the L/C Cash  Collateral  Account,  is equal to or
greater than $50,000,000.

         "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 Holdings,  the  Borrower,  the Guarantor 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 Borrower
to repay the Obligations or of any Loan Party to perform its  obligations  under
any Loan Document in any material respects or (v) the rights and remedies of the
Lender  Parties or the Agent under the Loan  Documents;  provided  that any such
effect related to matters  described in Section  4.16(a),  (b), (e),



                                       19
<PAGE>

(f) and (g) shall not constitute a Material  Adverse Effect at any time that the
Available Credit plus the aggregate amount then on deposit in the  Concentration
Account, the Investment Account and the L/C Cash Collateral Account, is equal to
or greater than $50,000,000.

         "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.

         "Multiemployer  Plan" means a multiemployer plan, as defined in Section
4001(a)(3) of ERISA,  and to which the 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 Income (Loss)" means, for any Person for any period, the aggregate
net  income  (or  loss)  from  continuing  operations  of  such  Person  and its
Subsidiaries for such period,  determined on a consolidated  basis in accordance
with GAAP.

         "Net Interest Expense" means, for any Person for any period,  (i) gross
interest expense of such Person and its Subsidiaries for such period  determined
on a  consolidated  basis in accordance  with GAAP,  less (ii) the following for
such Person and its Subsidiaries  determined on a consolidated  basis determined
in accordance with GAAP: the sum of (1) interest capitalized during construction
for such  period,  (2) interest  income for such period,  and (3) gains for such
period on Interest Rate Contracts (to the extent not included in interest income
above and to the extent not deducted in the  calculation  of such gross interest
expense),  plus  (iii)  the  following  for  such  Person  and its  Subsidiaries
determined  on a  consolidated  basis in  accordance  with GAAP:  the sum of (1)
losses for such period on Interest Rate Contracts (to the extent not included in
gross interest  expense),  (2) upfront costs or fees for such period  associated
with  Interest  Rate  Contracts  (to the extent not  included in gross  interest
expense) and (3) the aggregate  "Discount  Amount" (under and as defined in each
Supplement included in the Securitization Documents) for such period.

         "Net  Worth" of any Person  means,  at any date,  the excess of (a) the
Total Assets of such Person at such date over (b) the Total  Liabilities of such
Person  at such date  minus  the  aggregate  principal  amount  of Parent  Loans
received by such Person and  outstanding at such date minus,  in the case of the
Borrower, the aggregate amount of Keepwell Payments that are designated as loans
or advances made on behalf of such Person on or prior to such date.



                                       20
<PAGE>

         "Non-Cash  Interest Expense" means, for any Person for any period,  the
sum of the following  amounts to the extent included in Net Interest  Expense of
such Person for such period:  (i) the amount of amortized debt discount and (ii)
charges  relating to write-ups or  write-downs  in the book or carrying value of
existing Indebtedness.

         "Notice of Borrowing" has the meaning specified in Section 2.3(a).

         "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 Loan Party 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 Borrower under this Agreement
or any other Loan Document.

         "Original Credit  Agreement" has the meaning  specified in the recitals
hereto.

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

         "Parent  Loans" means  intercompany  loans in the form of cash advances
made by WHX from time to time,  since  December 31, 1998, to the Borrower or any
of the Guarantors.

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

         "PCC" means Pittsburgh-Canfield Corporation, a Pennsylvania corporation
wholly owned by Holdings.



                                       21
<PAGE>

         "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 which the Borrower or any of its Subsidiaries or, if
a Title  IV  Plan,  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.

         "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                Interest Coverage Ratio

                 I                        Greater than 5.00:1.00
--------------------------------------------------------------------------------
                 II                       Less than or equal to 5.00:1.00 but
                                          greater than 4.00:1.00
--------------------------------------------------------------------------------
                 III                      Less than or equal to 4.00:1.00 but
                                          greater than 2.50:1.00
--------------------------------------------------------------------------------
                 IV                       Less than or equal to 2.50:1.00
================================================================================

For the purposes of this definition,  the Performance  Level shall be determined
by reference to the financial  statements delivered pursuant to Sections 6.10(b)
or (c); changes in the Performance Level shall become effective on the first day
of the month next  succeeding  the date on which such  financial  statements are
delivered to the Lender Parties and shall remain in effect until the next change
to be effected pursuant to this definition.

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

         "Permitted  Liens" means Liens permitted by Section  7.1(a),  (d), (e),
(q) and (r).

         "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.



                                       22
<PAGE>

         "Plan" means an employee  benefit  plan,  as defined in Section 3(3) of
ERISA, which the 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.

         "Projections"  means those financial  projections  dated March 25, 1999
covering the Fiscal Years ending in 1999, 2000,  2001, 2002 and 2003,  delivered
to the Lender Parties by the Borrower.

         "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 the 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 the case of principal and interest, the quotient obtained
by  dividing  the  aggregate  principal  amount of all Loans held by such Lender
Party by the aggregate  principal amount of all Loans held by all Lender Parties
and (ii) in all other  cases,  the quotient  obtained by dividing the  principal
amount of the  Revolving  Credit  Commitment  of such  Lender  by the  aggregate
principal amount of all Revolving Credit Commitments of all Lenders.

         "Real Estate"  means all of those plots,  pieces or parcels of land now
owned or  hereafter  acquired by the  Borrower,  any  Guarantor  or any of their
Subsidiaries  (the  "Land"),  including,  without  limitation,  those  listed on
Schedule 4.21(a),  together with the right,  title and interest of the Borrower,
such Guarantor 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  benefitting  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  Securitization"  means the program  pursuant to which the
Borrower  sells,   transfers  or  otherwise  conveys  certain  of  its  accounts
receivables,  together  with the  accounts  receivables  of the  Guarantors  and
certain  other  Affiliates  of



                                       23
<PAGE>

the  Borrower  from  time  to  time,  to  Funding  for  inclusion  in  Funding's
receivables  securitization  program,  as the  same  may be  modified,  amended,
replaced,  renewed or otherwise  substituted  pursuant to a similar financing or
sale arrangement.

         "Register" has the meaning specified in Section 10.7.

         "Reimbursement   Obligations"  means  all  reimbursement  or  repayment
obligations  of the  Borrower  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.

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

         "Replacement Notes" means Holding'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.

         "Requirement of Law" means, as to any Person,  the certificate of incor
poration  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




                                       24
<PAGE>

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  Lenders  ratably  according  to their
respective Revolving Credit Commitments.

         "Revolving Credit  Commitment" means, as to each Lender, the commitment
of such  Lender to make  Revolving  Credit  Loans to the  Borrower  pursuant  to
Section 2.1 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  Loan" means a Loan made by a Lender to the Borrower
pursuant to Section 2.1.

         "Revolving Credit Note" means a promissory note of the Borrower payable
to the order of any  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, evidencing the aggregate  Indebtedness of the Borrower to
such Lender resulting from the Revolving Credit Loans made by such Lender.

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

         "Securitization   Documents"   means  each   agreement,   document  and
instrument entered into by the Borrower,  any Guarantor or Funding in connection
with  the  Receivables   Securitization,   including  without  limitation,   the
Receivables  Purchase  Agreement  executed by the  Borrower  and Funding and the
subordinated  promissory  note of  Funding  in  favor  of the  Borrower  made in
connection therewith and the Securitization Intercreditor Agreement.

         "Securitization   Intercreditor   Agreement"  means  the  intercreditor
agreement  executed by Citicorp USA, Inc., as Program Agent, the Borrower,  PCC,
Wheeling  Construction,  Funding, Bank One, Columbus,  N.A., as Trustee, and the




                                       25
<PAGE>

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

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

         "Senior Secured Debt" means Indebtedness secured by a Permitted Lien.

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

         "Solvent"  means,  with  respect to any  Person,  that the value of the
assets of such Person (both at fair value and present fair  saleable  value) is,
on the date of  determination,  greater  than the total  amount  of  liabilities
(including, without limitation, contingent and unliquidated liabilities) of such
Person as of such date and that, as of such date, such Person is able to pay all
liabilities  of such  Person  as such  liabilities  mature  and  does  not  have
unreasonably   small   capital.   In  computing  the  amount  of  contingent  or
unliquidated  liabilities at any time, such  liabilities will be computed at the
amount which, in light of all the facts and circumstances existing at such time,
represents  the amount  that can  reasonably  be expected to become an actual or
matured liability.

         "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).



                                       26
<PAGE>

         "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 the  Borrower
pursuant to Section 2.2.

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

         "Tangible Net Worth" of any Person means, at any date, the Net Worth of
such  Person at such date,  excluding  (i) any noncash  effects of adopting  the
accounting principles described in FAS No. 87, FAS No. 88 and any subsequent FAS
promulgated by the Financial  Accounting  Standards Board  addressing  pensions,
(ii) all unamortized  financing  costs or unamortized  debt discount and expense
and (iii) all  intangibles and deferred  charges other than for taxes,  pensions
and cash escrow.

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

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

         "Term  Loan  Agreement"  means  the  Term  Loan  Agreement  dated as of
November 26, 1997 among Holdings,  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 form time to time.

         "Termination  Date"  means the  earlier of (i) May 3, 2003 and (ii) the
date of termination  in whole of the Revolving  Credit  Commitments  pursuant to
Section 2.5 or 8.2.

                                       27
<PAGE>

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

         "Total  Assets" of any Person means,  at any date,  the total assets of
such Person and its  Subsidiaries  at such date,  determined  on a  consolidated
basis in accordance with GAAP.

         "Total  Liabilities"  of any Person means, at any date, all obligations
which in accordance with GAAP would be included in determining total liabilities
as shown on the liabilities side of a consolidated  balance sheet of such Person
and its Subsidiaries at such date.

         "UCC" shall have the meaning assigned to it in the Security Agreement.

         "Unfunded Pension Liability" means, as to the Borrower 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
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 Borrower,  the
Borrower's   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  Holdings  and the  Borrower  pursuant to an  agreement,  dated as of
August 12, 1997, between Holdings,  the Borrower 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 the 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  Construction" means Wheeling Construction Products,  Inc., a
Delaware corporation wholly owned by Holdings.



                                       28
<PAGE>

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

         "WHX" has the meaning specified in the Preliminary Statements.

         "Withdrawal  Liability"  means,  as to the Borrower,  at any time,  the
aggregate amount of the liabilities of the Borrower, the Borrower's 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.

         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".

         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  Revolving  Credit  Loans.  On the terms and  subject  to the
conditions  contained in this Agreement,  each Lender  severally  agrees to make
Revolving  Credit  Loans to the  Borrower  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;


                                       29
<PAGE>


provided,  however,  that at no time  shall any  Lender be  obligated  to make a
Revolving  Credit  Loan  in  excess  of such  Lender's  Ratable  Portion  of the
Available Credit. In addition, each Lender agrees to make Revolving Credit Loans
in accordance  with Section 2.18.  Within the limits of each Lender's  Revolving
Credit Commitment,  amounts prepaid pursuant to Section 2.7(c) may be reborrowed
under this  Section  2.1.  The  Revolving  Credit  Loans of each Lender shall be
evidenced by a Revolving Credit Note to the order of such Lender.

         2.2. 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  Borrower  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  $20,000,000 and (ii) in
an amount for each Swing Loan  Borrowing not to exceed the  Available  Credit of
the  Lenders at such time.  The Swing Bank shall be entitled to rely on the most
recent Borrowing Base Certificate delivered to the Agent.

         2.3. Making the Loans.  (a) Except as provided for in Sections  2.4(a),
2.9(b),  2.17(h) and 2.18,  each  Revolving  Credit  Borrowing  shall be made on
notice, given by the 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) on one Business Day prior to the date of the proposed  Revolving
Credit Borrowing and (y) in the case of a Revolving  Credit Borrowing  requested
as a direct  advance to the  Borrower,  not later than 11:00 A.M. (New York City
time) on the date of the proposed  Revolving Credit Borrowing.  Each such notice
shall be executed by an officer of the  Borrower  indicated  on Schedule  2.3 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) a  statement  that the  proposed
Borrowing does not exceed the Available Credit. The Revolving Credit Loans shall
be made as Base Rate Loans.

         (b) Each Swing  Loan  Borrowing  shall be made on notice,  given by the
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 Lender  prompt  notice of the Agent's
receipt  of a Notice  of  Borrowing.  Each  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  Revolving  Credit  Loan
requested as a direct  advance


                                       30
<PAGE>

to the 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 Revolving Credit Borrowing.  After the
Agent's receipt of such funds and upon fulfillment of the applicable  conditions
set forth in Article III, the Agent will promptly  make such funds  available to
the  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 Borrower.

         (d) Each Revolving  Credit Borrowing shall be in an aggregate amount of
not less than $100,000.  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.

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

         (f) Unless the Agent shall have received  notice from a Lender prior to
the date of any proposed  Revolving  Credit  Borrowing that such Lender will not
make  available to the Agent such  Lender's  Ratable  Portion of such  Revolving
Credit  Borrowing,  the Agent may assume that such Lender has made such  Ratable
Portion of the proposed Revolving Credit Borrowing available to the Agent on the
date of such Borrowing in accordance with this Section 2.3 and the Agent may, in
reliance  upon such  assumption,  make  available to the Borrower 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 Borrower 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  until the date  such  amount is repaid to the
Agent,  at (i) in the case of the Borrower,  the interest rate applicable at the
time to the Revolving  Credit 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
Borrower shall repay to the Agent such corresponding  amount, such payment shall
not relieve such Lender of any obligation it may have to the Borrower hereunder.

         (g) The failure of any 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




                                       31
<PAGE>

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.

         2.4. Fees. (a) The Borrower  agrees to pay to the Agent for the benefit
of each  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 Borrower  fails 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 Borrower.  All Revolving Credit Loans made pursuant
to this Section 2.4 shall be made as Base Rate Loans.

         (b) The Borrower  has agreed to pay to Citibank  additional  fees,  the
amount and dates of payment of which are embodied in a separate agreement by and
between the Borrower and Citibank dated April 13, 1999.

         2.5. Reduction and Termination of the Revolving Credit Commitments. The
Borrower  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 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.

         2.6.  Repayment.  The Borrower shall repay the entire unpaid  principal
amount of the Loans on the Termination Date.

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

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

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



                                       32
<PAGE>

         (ii) The Borrower 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 Borrower  shall,  on each Business  Day,  prepay an aggregate
principal  amount of the  Revolving  Credit  Loans  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) Any  prepayment  made  pursuant to this  Section  2.7(c)  shall be
applied  first  to the  Swing  Loans  outstanding  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 Borrower to incur an  obligation  under  Section
10.4 and (D) there is no Default or Event of 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 shall
be  applied  on the date on which they are  immediately  available  first to the
outstanding  principal  amount  of the  Swing  Loans,  next  to the  outstanding
principal  amount  of  the  Revolving  Credit  Loans,  and  next  to  the  other
Obligations  (other  than any  Letter  of  Credit  Obligations),  as more  fully
described in Section 5 of the Cash Collateral Account Agreement. Thereafter, the
Borrower may direct the disposition of any funds remaining in the  Concentration
Account and the Investment  Account;  provided that, if a Default or an Event of
Default  shall  have  occurred  and  be  continuing,  then  such  funds  in  the
Concentration  Account  and  the  Investment  Account  shall  be  used  to  cash
collateralize  the Letter of Credit  Obligations,  and thereafter,  the Borrower
shall direct the disposition of such remaining funds.  After the occurrence of a
Cash Release  Condition  and until the  occurrence  of a Cash Release  Condition


                                       33
<PAGE>

Unwind,   the  Borrower  may  direct  the   disposition  of  any  funds  in  the
Concentration Account and the Investment Account.

         (e) All proceeds of  Collateral  received by the Secured  Parties after
the giving of notice to the Borrower 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 repay any Swing Loans then outstanding  together with accrued
interest  thereon,  and if no Swing Loans or accrued  interest are  outstanding,
ratably,  to repay all other Loans  outstanding  together with accrued  interest
thereon, and if no such Loans or accrued interest are outstanding, then to repay
the Secured Parties, ratably, in respect of all other Obligations hereunder.

         2.8.  Conversion/Continuation Option. The Borrower 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  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,  and (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).  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  or an Event of  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
Borrower  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



                                       34
<PAGE>

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) The  Borrower  shall pay  interest  on the  unpaid
principal  amount of each 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 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 Borrower  fails to pay any interest  when due, such interest
shall immediately  constitute,  without necessity of further act or evidence,  a
Revolving Credit Loan to the Borrower.

         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 Borrower and the Lenders
of the applicable  interest rate determined by the Agent for purposes of Section
2.8.

         (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


                                       35
<PAGE>


respective  Eurodollar Rate Loans for such Interest Period,  the
Agent shall forthwith so notify the Borrower 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 Borrower that such Lenders have determined that the
                  circumstances causing such suspension no longer exist.


         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  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  Borrower  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  Borrower and the Agent by such Lender
Party, shall be conclusive and binding for all purposes,  absent manifest error.
If the Borrower so notifies the Agent within five Business Days after any Lender
Party  notifies the Borrower of any  increased  cost  pursuant to the  foregoing
provisions of this Section 2.11,  the Borrower 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 Agree
ment,  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  Borrower  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
Borrower shall forthwith prepay in full all Eurodollar Rate Loans of such Lender
then outstanding,  together with interest accrued thereon,





                                       36
<PAGE>

unless the  Borrower,  within  five  Business  Days of such  notice and  demand,
converts 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  Borrower  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 Borrower 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  Borrower  shall make each
payment hereunder and under the Revolving Credit 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 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
relating to the  payment of  principal  of or interest on the Loans  (other than
Swing  Loans) or fees with  respect to any Loans  (other  than  amounts  payable
pursuant to Section  2.11,  2.12,  2.13,  2.15,  or 2.17(h)) to the Lenders,  in
accordance  with their  respective  Ratable  Portions,  for the account of their
respective Applicable Lending Offices, and like funds relating to the payment of
any other  amount  payable  to any  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



                                       37
<PAGE>

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 Revolving
Credit  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) Until the occurrence of the Cash Release Condition,  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 Borrower  hereby  authorizes  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 Borrower's 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.  The  Borrower  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.

         (e) Whenever any payment  hereunder or under the Revolving Credit 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



                                       38
<PAGE>

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 Borrower prior
to the date on which any payment is due hereunder to any Lender Party  hereunder
that the Borrower will not make such payment in full,  the Agent may assume that
the  Borrower  has 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  Borrower  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 Borrower hereunder,  under
the  Revolving  Credit  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 Borrower
which  would not have been  imposed had such  Lender  Party,  to the extent then
required  thereunder,  delivered  to  the  Borrower  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 Borrower  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 Borrower shall make such  deductions,
(iii) the Borrower  shall pay the full amount  deducted to the  relevant  taxing
authority or


                                       39
<PAGE>

other  authority in accordance  with applicable law, and (iv) the Borrower shall
deliver to the Agent evidence of such payment to the relevant  taxation or other
authority.

         (b) In addition, the Borrower agrees 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  any  payment  made by the
Borrower 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 Borrower  agrees 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 Borrower  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 Borrower  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 Borrower 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
Borrower hereunder,  the agreements and obligations of the Borrower contained in
this  Section 2.15 shall  survive the payment in full of principal  and interest
hereunder and the termination of the Revolving Credit Commitments.

                                       40
<PAGE>

         (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 Borrower 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 Borrower  with two original IRS Forms 4224 or 1001, 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  Revolving  Credit 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 1001 or 4224 that the Lender Party
reasonably  considers  to be  confidential,  the Lender  Party shall give notice
thereof to the  Borrower  and shall not be  obligated to include in such form or
document such confidential  information.  Unless the Borrower and the Agent have
received forms or other documents  satisfactory to them indicating that payments
hereunder,  under  any  Revolving  Credit  Note or under  any  Letter  of Credit
Reimbursement  Agreement are not subject to United States  withholding  tax, the
Borrower 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 Borrower 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 Borrower
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,  2.14 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



                                       41
<PAGE>

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 Borrower  agrees 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 Borrower 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 the Borrower for the account of the Borrower
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 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 any Lender
      Party  or the  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
      Available  Credit or, upon the issuance of the requested Letter of Credit,
      the Letter of Credit Undrawn Amounts would exceed $25,000,000; or



                                       42
<PAGE>

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

None of the Lender Parties (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
      Termination Date; 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);
      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) the  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
Borrower  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 Borrower, 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 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
Borrower 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




                                       43
<PAGE>

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  Borrower 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 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 Lender's Ratable Portion, in such Letter of Credit and the
obligations of the Borrower 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 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 Lender, or diminish the Agent's
or any Lender's obligations hereunder to the Issuer.

         (h) In the event that any Issuer makes any payment  under any Letter of
Credit  and the  Borrower  shall not have  repaid  such  amount  to such  Issuer
pursuant to Section 2.17(l),  such Issuer shall promptly


                                       44
<PAGE>

notify the Agent,  which shall promptly notify each Lender of such failure,  and
each 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 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  Borrower's  failure to satisfy the conditions set forth in
Section 3.3. If the Agent so notifies  such Lender prior to 11:00 A.M. (New York
City time) on any Business  Day,  such 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 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 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 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 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 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 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 Lenders to make  payments to the Agent for
the  account  of each  Issuer  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




                                       45
<PAGE>

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 or any of
      the Collateral Documents;

         (ii) the existence of any claim, set-off,  defense or other right which
      the 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 transactions
      (including,  without  limitation,  any underlying  transaction between the
      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 or Event of Default.

         (l)  The  Borrower  agrees  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 the Borrower may have at any time against such Issuer or any other Person.
The Borrower  agrees 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 Borrower does 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 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
Borrower,   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




                                       46
<PAGE>

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  Borrower 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 Borrower  agrees to pay the  following  amounts with respect to
Letters of Credit issued for it:

         (i) to the Agent,  for the benefit of each 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
      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 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




                                       47
<PAGE>

Date") and each Lender's Ratable Portion thereof.  Each 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 Lender, such Lender shall be deemed to have made a Revolving Credit
Loan to the Borrower, notwithstanding any failure by the Borrower 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 Borrower has established and shall
maintain,  pursuant to the Blocked  Account  Letter,  an account  with PNC Bank,
N.A.,  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 Borrower  hereby
transfers,  assigns  and  pledges to the Agent and grants to the Agent a Lien on
and  security  interest  in, for the benefit of the  Secured  Parties on a first
priority  basis,  all of the right,  title and  interest of the  Borrower 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 Borrower agrees that neither the Borrower nor
any Person or entity  claiming by,  through or under the Borrower shall have any
control over the use of, or any right to effect a withdrawal  from,  the Blocked
Account.  All amounts in the Blocked Account shall be applied to the Obligations
by the Agent as specified in Section 2.7(d).

         (c) Except for the funds held in the bank accounts otherwise  permitted
by Section 7.16, the Borrower 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 Accounts not sold pursuant to the Receivables
Securitization,  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.


                                       48
<PAGE>

                                   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  Revolving  Credit  Notes) in
sufficient copies for each Lender Party:

         (a) The  Revolving  Credit  Notes to the order of each  Lender,  respec
tively.

         (b) Certified  copies of (i) the  resolutions of the Board of Directors
of each Loan Party 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.

         (c) A copy of the articles or certificate of incorporation of each Loan
Party  and of each of the  Borrower's  Subsidiaries  which  is not a Loan  Party
certified  as of a  recent  date by the  Secretary  of  State  of the  state  of
incorporation  of such Loan Party or Subsidiary,  together with  certificates of
such  official  attesting  to the good  standing  of each  such  Loan  Party and
Subsidiary,  and a copy of the certificate of  incorporation  and the By-Laws of
each Loan Party and of each of the Borrower's  Subsidiaries  certified as of the
Effective Date by the Secretary or an Assistant  Secretary of each Loan Party or
Subsidiary.

         (d) A certificate  of the  Secretary or an Assistant  Secretary of each
Loan Party certifying the names and true signatures of each officer of such Loan
Party who have been authorized to execute and deliver any Loan Document or other
document required to be executed and delivered hereunder by or on behalf of such
Loan Party.

         (e) The Holdings Guaranty, duly executed by Holdings.

         (f) The Holdings Pledge Agreement, duly executed by Holdings,  together
with:

               (A)  certificates  representing  the Pledged  Shares  referred to
      therein accompanied by undated stock powers executed in blank; and



                                       49
<PAGE>

               (B)  evidence  that all  other  action  that the  Agent  may deem
      necessary or  desirable in order to perfect and protect the Liens  created
      under the  Holdings  Pledge  Agreement  has been taken or will be taken in
      accordance with the terms of the Loan Documents.

         (g) The Guaranty, duly executed by the Guarantors.

         (h) The  Security  Agreement,  duly  executed by the  Borrower and each
Guarantor, together with:

               (A)  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

               (B) acknowledgment copies of proper termination  statements (Form
      UCC-3 or a comparable  form),  duly filed on or before 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 terminate the Liens (other than the Liens created by the Security
      Agreement) covering the Collateral described in the Security Agreement,

               (C)  acknowledgment  copies of proper financing  statements (Form
      UCC-1),  duly filed on or before  the  Effective  Date  under the  Uniform
      Commercial  Code of all  jurisdictions  that may be  necessary or that the
      Agent may deem desirable in order to perfect and protect the Liens created
      by the  Security  Agreement,  covering  the  Collateral  described  in the
      Security Agreement,

               (D)  evidence  of the  completion  of all  other  recordings  and
      filings of or with  respect to the Security  Agreement  that the Agent may
      deem  necessary or  appropriate  in order to perfect and protect the Liens
      created thereby,

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

               (F) copies of the Assigned Agreements, if any, referred to in the
      Security  Agreement,  together  with a consent  to such  assignment,  duly
      executed by each party to such Assigned Agreements other than the Borrower
      or a Guarantor,



                                       50
<PAGE>

               (G)  the  Blocked  Account  Letters  referred  to  therein,  duly
      executed by PNC Bank, and

               (H)  evidence  that all  other  action  that the  Agent  may deem
      necessary or  desirable in order to perfect and protect the Liens  created
      under the Security Agreement has been taken or will be taken in accordance
      with the terms of the Loan Documents.

         (i) The Keepwell  Agreement,  duly  executed by the  Borrower,  WHX and
Holdings.

         (j)  The  Holdings  Intercreditor  Agreement,  duly  executed  by  WHX,
Holdings and the Borrower.

         (k)  The  Cash  Collateral  Account  Agreement,  duly  executed  by the
Borrower.

         (l) A favorable opinion of (i) Olshan,  Grundman,  Frome,  Rosenzweig &
Wolosky  LLP,  outside  general  counsel  to  Holdings,  the  Borrower  and  the
Guarantors, and Reed Smith Shaw & McClay LLP, special counsel to the Borrower in
Pennsylvania,   each  in   substantially   the  form  of  Exhibit  M-1  or  M-2,
respectively,  and as to such other matters as any Lender  through the Agent may
reasonably request.

         (m) A  certificate,  signed by a  Responsible  Officer of the Borrower,
stating  that the  conditions  specified  in  Sections  3.2(a),  (b) and (f) and
3.3(a)(i) have been met.

         (n) A  certificate  of the chief  financial  officer of the Borrower in
form and substance satisfactory to the Lender Parties, attesting to the Solvency
of each Loan Party after giving effect to the transactions contemplated hereby.

         (o) 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:

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

         (i) All necessary governmental and third party approvals required to be
      obtained  by  any  Loan  Party,  in  connection   with  the   transactions
      contemplated


                                       51
<PAGE>
      hereby,  including,  without  limitation,  the  obtaining of the Loans and
      Letters  of Credit,  have been  obtained  and  remain in  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;


         (ii) There exists no claim, action,  suit,  investigation or proceeding
      pending or, to the knowledge of the  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;

         (iii) There exists no default  under the Original  Credit  Agreement or
      any  loan  documents  executed  in  connection  with the  Original  Credit
      Agreement; and

         (iv) There exists no default  under the  Indenture  or the  Replacement
      Notes.

         (b)  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  2.4,  2.17 and 10.4,  to the extent then due and
payable, shall have been paid.

         (c) Nothing  contained in any public disclosure made by the Borrower or
any of its  Subsidiaries  shall lead any  Lender  Party,  in its sole  judgment,
exercised  reasonably,  to  determine  that  any  Loan  Party's  or  any  of its
Subsidiaries'  condition  (financial  or  otherwise),  operations,  performance,
properties  or prospects  is different in any material and adverse  respect from
that contained in public  filings since December 31, 1998,  except to the extent
that subsequent  filings have updated,  amended or supplemented such information
(and other  documents  delivered  to the Agent prior to the date  hereof) of any
Loan Party or its Subsidiaries prior to such date.

         (d) 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 Loan Party in any court or before
any arbitrator or Governmental  Authority which, if adversely determined,  would
have a Material Adverse Effect.



                                       52
<PAGE>

         (e) 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 Loan Parties and their  Subsidiaries,  and shall be  satisfied,  in its sole
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 Loan Party
or any of its Subsidiaries.

         (f) The Tangible Net Worth of the Borrower as of the Effective  Date is
at least  $13,000,000 and the Consolidated  Tangible Net Worth of the Loan Party
Consolidated Group as of the Effective Date is at least $122,000,000.

         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 the 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 Borrower that on
the date of such Loan or issuance such statements are true):

         (i) The  representations  and  warranties of the Borrower  contained in
      Article IV and of each Loan Party 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 or Event of 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 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.

         (c) 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.



                                       53
<PAGE>

         (d)  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 Borrower  represents  and warrants to the Lender Parties and the
Agent that:

         4.1. Corporate Existence; Compliance with Law. Each Loan Party 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 4.19,
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 Loan Party 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 Loan Party's corporate powers;

         (ii) have been  duly  authorized  by all  necessary  corporate  action,
      including, without limitation, the consent of stockholders where required;
      and



                                       54
<PAGE>

         (iii)  do  not  (A)   contravene   any  Loan  Party's  or  any  of  its
      Subsidiaries' respective certificates of incorporation or by-laws or other
      comparable  governing  documents,  (B) as to any Loan  Party,  violate any
      other  applicable  Requirement  of  Law  (including,  without  limitation,
      Regulations G, T, 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  Obligation  of any  Loan  Party  or any of its
      Subsidiaries, or (D) result in the creation or imposition of any Lien upon
      any of the  property of any Loan Party or any of its  Subsidiaries,  other
      than those in favor of the Agent pursuant to the Collateral Documents.

         (b)  No  authorization  by,  approval  of,  notice  to,  or  filing  or
registration  with, any Governmental  Authority or any other Person,  other than
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
Loan  Party of this  Agreement,  the  Revolving  Credit  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 Loan Party 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 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 Loan Party party  thereto.  This  Agreement is, and each other
Loan Document will be when  delivered  hereunder,  the legal,  valid and binding
obligation  of  each  Loan  Party  party  thereto,  enforceable  against  it  in
accordance  with  its  terms  subject  to  applicable  bankruptcy,   insolvency,
moratorium or similar laws affecting  creditors' rights generally and to general
principles of equity regardless of whether enforcement is sought in a proceeding
in equity or at law.



                                       55
<PAGE>

         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 Loan Party 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 where contested in good faith and by appropriate  proceedings if adequate
reserves  therefor have been established on the books of such Loan Party 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. Proper
and accurate amounts have been withheld by each Loan Party 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 Loan Party or
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  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 Loan Party 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 Loan Party 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) (i) The Consolidated  balance sheet of WHX
and its  Consolidated  Subsidiaries  as at December  31,  1998,  and the related
Consolidated  statements of income,  retained  earnings and cash flow of WHX and
its  Subsidiaries  for the  fiscal  year then  ended  and (ii) the  Consolidated
balance sheet of the Borrower and its  Consolidated  Subsidiaries as at December
31, 1998, and the related Consolidated  statements of income,  retained earnings
and cash flow of the  Borrower




                                       56
<PAGE>

and its  Subsidiaries  for the fiscal year then ended, in each case certified by
PricewaterhouseCoopers,  LLP,  and the  Consolidated  balance  sheet of the Loan
Party Consolidated  Group as at February 28, 1999, and the related  Consolidated
statements  of  income,  retained  earnings  and  cash  flow of the  Loan  Party
Consolidated  Group for the two months then ended,  duly  certified by the chief
financial  officer  of  Holdings,  copies of which have been  furnished  to each
Lender Party, fairly present,  subject, in the case of said balance sheets as at
February  28,  1999,  and said  statements  of income  and cash flow for the two
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, 1998 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.

         (c) None of the Loan Parties or any of its Subsidiaries had at December
31, 1998 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 (other than in
connection with the Receivables Securitization).

         (d) As of the Effective  Date,  each Loan Party is, and each Loan Party
and its Subsidiaries are, on a consolidated basis, Solvent.

         (e) The unaudited pro forma consolidated  balance sheet of the Borrower
and its  Consolidated  Subsidiaries,  a copy of which has been delivered to each
Lender  Party,  has been  prepared as of January 1, 1999 and reflects as of such
date, on a pro forma basis, the projected  Consolidated  financial  condition of
the  Borrower  and  its  Subsidiaries.   Such  pro  forma  financial  statements
(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. The Projections and assumptions expressed therein were
reasonably  based on the  information  available  to the Borrower at the time so
furnished and on the Effective Date,  including,  without limitation,  the World
Steel Dynamics  Outlook Monitor Report for February 1999,  titled Global Pricing
Forecast.  The Lender  Parties  hereby  acknowledge  as reasonable  the economic
forecast  contained  in such  Industry  Review and the Loan  Party  Consolidated
Group's  reliance  thereon and that such  Projections are subject to significant
uncertainties  and  contingencies,  many of  which  are  beyond  the  Borrower's
control,  and that no  assurance  can be  given  that  the  Projections  will be
realized.



                                       57
<PAGE>

         4.6.  Litigation.  Except as set forth in  Schedule  4.6,  there are no
pending or, to the knowledge of the Borrower, threatened actions, investigations
or proceedings  affecting any Loan Party 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 Loan  Party
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 Loan Party 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 G, T, U
or X of the Board of Governors of the Federal Reserve System.

         4.8.  Ownership  of the  Borrower  and  Subsidiaries.  (a) Set forth on
Schedule 4.8 hereto as may be supplemented from time to time pursuant to Section
6.11(n),  is a complete and accurate list  showing,  as to the Borrower and each
Guarantor,  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 the Borrower and each
Guarantor,  no other outstanding shares of capital stock of the Borrower or such
Guarantor 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 the Borrower or any
Guarantor  or, to the best  knowledge  of the  Borrower or such  Guarantor,  any
agreement restricting the transfer or hypothecation of any such shares,  except,
in the case of the  Borrower,  for the USWA Right of First  Refusal  and, in the
case of PCC and Wheeling Construction, under the Holdings Pledge Agreement.

         (b) Set forth on Schedule 4.8 hereto,  as may be supplemented from time
to time pursuant to Section 6.11(n), is a complete and accurate list showing all
direct  and  indirect  Subsidiaries  of  the  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 the  Borrower.  No Stock of any  Subsidiary  of the  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




                                       58
<PAGE>

Subsidiary  has been validly  issued,  is fully paid and  non-assessable  and is
owned by the Borrower,  free and clear of all Liens other than the Liens granted
to the Agent  pursuant to the Security  Agreement.  Neither the 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.  The Borrower
does not own or hold,  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.

         (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 the
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) No Loan Party or any of its  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)  Except as set forth on  Schedule  4.9,  there has been no,  nor is
there  reasonably  expected  to occur any,  ERISA  Event or event  described  in
Section 4068 of ERISA with respect to any Title IV Plan.

         (f) Except as set forth on  Schedule  4.9,  there are no pending or, to
the knowledge of the Borrower,  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 Loan Party,  any of its  Subsidiaries or any ERISA Affiliate with respect to
any Plan.



                                       59
<PAGE>

         (g) Except as set forth on Schedule 4.9,  none of the Borrower,  any of
its  Subsidiaries  or any ERISA  Affiliate has incurred,  or has any  reasonable
likelihood of incurring, any Withdrawal Liability under Section 4201 of ERISA 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 Loan  Party,  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.

         4.10.  Liens.  There  are no  Liens  of any  nature  whatsoever  on any
properties  of any Loan  Party or any of their  Subsidiaries  other  than  those
permitted by Section 7.1 and as described on Schedule 4.10. The Liens granted by
the Loan Parties to the Agent  pursuant to the  Collateral  Documents  are fully
perfected  first priority  Liens in and to the Collateral  (subject to Permitted
Liens).

         4.11. Replacement Notes. Neither the Replacement Indenture nor the Term
Loan  Agreement  has been amended or modified  since its  effective  date and no
provision  therein has been waived and no event has occurred or condition exists
under the  Replacement  Notes,  the  effect  of such  event or  condition  is to
accelerate or permit the acceleration of, the maturity of the Replacement Notes.

         4.12. No Burdensome Restrictions; No Defaults. (a) No Loan Party or any
of its  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  uncondi  tionally 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,  (ii) is subject to a charter or corporate restriction
that would have a Material Adverse Effect,  or (iii) is, to the knowledge of the
Borrower,  in default  (except a non-payment  default on any of the  Replacement
Notes,  the effect of which is not to accelerate or permit the  acceleration  of
the  maturity  of any of the  Replacement  Notes)  under or with  respect to any
Contractual  Obligation  other than those defaults which in the aggregate  would
have no Material Adverse Effect.

         (b) No Event of Default has occurred and is continuing.

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



                                       60
<PAGE>

         (d) Except as provided  in the  Indentures,  none of the Loan  Parties'
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.

         4.13. No Other  Ventures.  Except as listed on Schedule 4.13, as may be
supplemented  from  time to time  pursuant  to  Section  6.11(n),  or  otherwise
permitted under Section 7.6, no Loan Party or any of its Subsidiaries is engaged
in any joint venture or partnership with any other Person.

         4.14.  Investment  Company  Act.  The  Borrower  is not 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  Borrower  and the  consummation  of the  transactions
contemplated  by the  Loan  Documents  on the part of any  Loan  Party  will not
violate any provision of such Act or any rule, regulation or order issued by the
Securities and Exchange Commission thereunder.

         4.15. Insurance. As of the Effective Date, all policies of insurance of
any  kind  or  nature  owned  by or  issued  to  any  Loan  Party  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
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 the Borrower and its Subsidiaries.

         4.16.  Labor Matters.  (a) Except as set forth on Schedule 4.16,  there
are no strikes,  work stoppages,  slowdowns or lockouts  pending,  or reasonably
likely to occur in the immediate future,  against or involving any Loan Party 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 4.16,  there are no arbitrations or
grievances   pending  against  or  involving  any  Loan  Party  or  any  of  its
Subsidiaries,  nor,  to  the  best  knowledge  of the  Loan  Parties  and  their
Subsidiaries,  are there any arbitrations or grievances threatened involving any
Loan Party or any of its  Subsidiaries,  other than those which in the aggregate
would have no Material Adverse Effect.



                                       61
<PAGE>

         (c) Except as set forth on Schedule 4.16, as of the Effective  Date, no
Loan Party or any of its  Subsidiaries  are parties to, or have any  obligations
under, any collective bargaining agreement.

         (d) Except as set forth on Schedule  4.16,  as of the  Effective  Date,
there are no representation proceedings pending or, to the best knowledge of the
Borrower,  threatened  with the National  Labor  Relations  Board,  and no labor
organization or group of employees of any Loan Party or any of its  Subsidiaries
have made a pending demand for recognition.

         (e)  There  are  no  unfair  labor  practice  charges,   grievances  or
complaints  pending or in process  or, to the best  knowledge  of the  Borrower,
threatened  by or on behalf of any  employee or group of  employees  of any Loan
Party 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  4.16,  there are no  complaints or
charges  against  any Loan Party or any of its  Subsidiaries  pending or, to the
best  knowledge of the 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  Loan  Party  or  any  of  its
Subsidiaries  of any  individual,  other than those which in the aggregate would
have no Material Adverse Effect.

         (g) Each Loan Party 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.

         4.17.  Force  Majeure.  Neither the business nor the  properties of any
Loan Party 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.

         4.18.  Use of  Proceeds.  The  proceeds of the Loans and the Letters of
Credit are being used solely (i) to refinance Indebtedness outstanding under the
Original Credit Agreement,  (ii) for the payment of related  transaction  costs,
fees and  expenses  and (iii) for general  working  capital  purposes  and other
general corporate



                                       62
<PAGE>

purposes of the Loan Parties,  including,  without limitation,
Investments permitted under Section 7.6.

         4.19. Environmental Protection. Except as disclosed on Schedule 4.19:

         (a) The operations of each Loan Party 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 Loan  Party 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 Loan  Party 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  Loan  Party  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  Loan  Party  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  Loan  Party  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 Loan Party 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;

         (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  Loan  Party  or any of its
Subsidiaries  or, to the best of the  Borrower's  knowledge,  tenants or, to the
best of the Borrower's knowledge,



                                       63
<PAGE>

any events,  conditions  or  circumstances  associated  with or arising from any
previously  owned or leased  properties  or the previous  operations of any Loan
Party or any of its  Subsidiaries  or, to the best of the 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 Loan Party 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 Loan
Party 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 Loan
Party 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.

         4.20.  Intellectual  Property.  The Loan Parties 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 the  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 Loan Party 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 the Borrower, proposed, other than those the consequences of
which, in the aggregate would have no Material Adverse Effect.



                                       64
<PAGE>

         4.21. Title. (a) The Loan Parties and their Subsidiaries own fee simple
absolute  title to all of the Real Estate  described  in Schedule  4.21(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 Loan Party 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  Estate and the  Leases,  is subject to any Lien,
except Liens permitted  hereunder.  The Loan Parties 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 Loan  Parties 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  Loan  Party  or any of its
Subsidiaries is listed on Schedule 4.21(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 Loan Party or any of its
Subsidiaries  or, to the knowledge of the 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  4.21(c),  neither any Loan Party 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 Loan Party
or any of its Subsidiaries.

         (d)  All  components  of all  improvements  included  within  the  real
property  owned  or  leased  by any  Loan  Party  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





                                       65
<PAGE>

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 Loan Party or any of its  Subsidiaries
are installed and operating and are sufficient to enable the real property owned
or leased by such Loan Party 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 Loan Party 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 Loan Party 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 Loan Party or any of its  Subsidiaries
to be  lawfully  occupied  and 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 Loan Party 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 Loan
Party  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 Loan Party 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 Loan Party
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.

         4.22. Year 2000. The Borrower has (a) initiated a review and assessment
of all areas within its and each of its  Subsidiaries'  business and  operations
(including those



                                       66
<PAGE>

materially  affected  by  suppliers,   vendors  and  customers)  that  could  be
materially adversely affected by the risk that computer applications used by the
Borrower  or any of its  Subsidiaries  may be unable to  recognize  and  perform
properly date-sensitive  functions involving certain dates prior to and any date
after  December  31,  1999 (the "Year 2000  Problem"),  (b) used its  reasonable
efforts to develop a plan and timetable for  addressing the Year 2000 Problem on
a timely basis and (c) to date,  implemented in all material  respects that plan
in accordance with such timetable. Based on the foregoing, the Borrower believes
that  all  computer  applications  that  are  material  to  its  or  any  of its
Subsidiaries'  business and operations are reasonably expected on a timely basis
to be able to perform properly date-sensitive functions for all dates before and
after  January 1, 2000  ("Year  2000  Compliant"),  except to the extent  that a
failure to do so could not  reasonably  be expected  to have a 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.  Maintenance of Senior Leverage Ratio. The Loan Party Consolidated
Group shall maintain as of the last day of each Fiscal Quarter a ratio of Senior
Secured  Debt,  as of such last day, to EBITDA,  determined  on the basis of the
four  Fiscal  Quarters  ending on such day, of not more than the ratio set forth
below for such period:

           For the Period Ending                  Maximum Senior Leverage Ratio
           ---------------------                  -----------------------------

           June 30, 1999                          4.75:1.00
           September 30, 1999                     4.75:1.00
           December 31, 1999                      4.75:1.00

           March 31, 2000                         4.00:1.00
           June 30, 2000                          3.50:1.00
           September 30, 2000                     3.00:1.00
           December 31, 2000                      3.00:1.00

           March 31, 2001                         2.75:1.00
           June 30, 2001                          2.75:1.00
           September 30, 2001                     2.50:1.00


                                       67
<PAGE>

           December 31, 2001                      2.50:1.00

           March 31, 2002                         2.25:1.00
           June 30, 2002                          2.25:1.00
           September 30, 2002                     2.15:1.00

           December 31, 2002                      2.15:1.00

           March 31, 2003                         2.15:1.00
              and thereafter

         5.2.   Maintenance  of  Interest   Coverage   Ratio.   The  Loan  Party
Consolidated  Group shall  maintain as of the last day of each Fiscal Quarter an
Interest Coverage Ratio for such period not less than the ratio set forth below:

           For the Fiscal                         Minimum Ratio
           Quarter Ending                         Required

           June 30, 1999                          0.90:1.00
           September 30, 1999                     0.90:1.00
           December 31, 1999                      0.90:1.00

           March 31, 2000                         1.25:1.00
           June 30, 2000                          1.50:1.00
           September 30, 2000                     1.70:1.00
           December 31, 2000                      1.85:1.00

           March 31, 2001                         2.00:1.00
           June 30, 2001                          2.15:1.00
           September 30, 2001                     2.25:1.00
           December 31, 2001                      2.25:1.00

           March 31, 2002                         2.25:1.00
           June 30, 2002                          2.25:1.00
           September 30, 2002                     2.25:1.00
           December 31, 2002                      2.25:1.00

           March 31, 2003                         2.25:1.00
              and thereafter

         5.3.  Limitation on Capital  Expenditures.  The Loan Party Consolidated
Group  shall not make,  or permit  any of their  Subsidiaries  to make,  Capital



                                       68
<PAGE>

Expenditures  for the period from  January 1, 1999  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, 1999                      $120,000,000
            December 31, 2000                      $110,000,000
            December 31, 2001                      $110,000,000
            December 31, 2002                      $130,000,000
            December 31, 2003                      $120,000,000
               and thereafter

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  made by the Borrower and its Subsidiaries  during such Fiscal Year
(the amount of such excess  being the "Excess  Amount"),  the  Borrower  and its
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.


                                   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 Loan Parties 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  in the  aggregate  would  have no
Material Adverse Effect.

         6.2. Conduct of Business. The Loan Parties shall (a) conduct, and shall
cause each of their  Subsidiaries  to conduct,  its business in a regular manner
consistent   with  sound  business   practice  in  such  Loan  Party's  or  such
Subsidiary's industry; (b) use, and cause each of their Subsidiaries to use, its
reasonable efforts, in the



                                       69
<PAGE>

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 Loan Party 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), 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. The Loan Parties shall pay and discharge,
and shall cause each of their Subsidiaries to pay and discharge, before the same
shall become delinquent,  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 Loan  Party 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 Loan Party and its Subsidiaries shall not exceed their allocable
share thereof.

         6.4.  Maintenance of Insurance.  The Loan Parties shall  maintain,  and
shall cause each of their  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 Loan Party 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 Loan Party 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 Loan Party 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



                                       70
<PAGE>

have no  Material  Adverse  Effect,  all  rights  (charter  and  statutory)  and
franchises, except as permitted by Section 7.5.

         6.6.  Access.  Each Loan Party 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  Loan  Party  and each of its
Subsidiaries,  (B)  visit  the  properties  of such  Loan  Party and each of its
Subsidiaries  and (C)  communicate  directly with such Loan Party'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
Loan Party each of its  Subsidiaries  with any of their  respective  officers or
directors.  Each Loan Party 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
Loan Party 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
Loan  Party  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 Loan  Party's  unions at any time  prior to the
execution of such agreements.

         6.7. Keeping of Books. Each Loan Party 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 Loan Party and each such Subsidiary in conformity with GAAP
and applicable law, rules and regulations.

         6.8. Maintenance of Properties, Etc. Each Loan Party 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 (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 in the aggregate have no
Material Adverse Effect.



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<PAGE>

         6.9. Application of Proceeds. The Borrower and the Guarantors shall use
the entire amount of the proceeds of the Loans as provided in Section 4.18.

         6.10.  Financial  Statements.  The Loan  Parties  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 Loan
Party Consolidated Group and the balance sheet without footnotes of the Borrower
as of the end of such month and the  Consolidated  statements of income and cash
flow of the Loan Party  Consolidated  Group and the statement of income and cash
flow of the Borrower 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 Holdings as fairly presenting the financial  condition and results of
operations of the Loan Party Consolidated Group and the Borrower,  respectively,
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 or Event
of  Default  has  occurred  and is  continuing  or, if a Default  or an Event of
Default has occurred and is continuing, a statement as to the nature thereof and
the action  which the  Borrower  proposes to take with  respect  thereto,  (B) a
schedule  in form  satisfactory  to the  Agent of the  computations  used by the
Borrower  in  determining  compliance  with all  financial  covenants  contained
herein,  and (C) a written  discussion  and  analysis by the  management  of the
Borrower of the financial statements furnished in respect of such month;

         (b) (i) prior to the occurrence of the Holdings IPO Threshold,  as soon
as available  and in any event within 45 days after the end of each of the first
three Fiscal  Quarters of each Fiscal Year, the  Consolidated  balance sheets of
WHX and its Subsidiaries and the consolidating  balance sheets of the Loan Party
Consolidated Group as of the end of such quarter and the Consolidated statements
of income,  retained  earnings and cash flow of WHX and its Subsidiaries and the
consolidating  statements of income, retained earnings and cash flow of the Loan
Party  Consolidated  Group for the period  commencing at the end of the previous
Fiscal  Year and ending with the end of such Fiscal  Quarter,  certified  by the
chief financial officer of Holdings as fairly presenting the financial condition
and  results of  operations  of WHX and its  Subsidiaries  and of the Loan Party
Consolidated  Group,  respectively,  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  or  Event of  Default  has  occurred  and is
continuing  or,  if a  Default  or an  Event  of  Default  has  occurred  and is
continuing,  a  statement  as to the nature  thereof  and the  action  which the
Borrower  proposes  to  take  with  respect  thereto,  (B) a  schedule  in  form
satisfactory  to  the  Agent  of  the  computations  used  by  the  Borrower  in
determining  compliance with all financial covenants contained herein,




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<PAGE>

and (C) a written  discussion  and analysis by the management of the Borrower of
the financial statements furnished in respect of such Fiscal Quarter;

         (ii) after the  occurrence  of the Holdings IPO  Threshold,  as soon as
available  and in any event  within  45 days  after the end of each of the first
three  Fiscal  Quarters  of each Fiscal  Year,  Consolidated  and  consolidating
balance  sheets  of the  Loan  Party  Consolidated  Group  as of the end of such
quarter  and  Consolidated  and  consolidating  statements  of income,  retained
earnings  and cash flow of the Loan  Party  Consolidated  Group  for the  period
commencing  at the end of the  previous  Fiscal  Year and ending with the end of
such Fiscal  Quarter,  certified by the chief  financial  officer of Holdings as
fairly presenting the financial  condition and results of operations of the Loan
Party 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 or Event of Default  has  occurred  and is  continuing  or, if a
Default or an Event of Default has occurred and is continuing, a statement as to
the nature  thereof  and the action  which the  Borrower  proposes  to take with
respect  thereto,  (B) a  schedule  in form  satisfactory  to the  Agent  of the
computations  used by the Borrower in determining  compliance with all financial
covenants  contained  herein,  and (C) a written  discussion and analysis by the
management of the Borrower of the financial  statements  furnished in respect of
such Fiscal Quarter;

         (c) (i) prior to the occurrence of the Holdings IPO Threshold,  as soon
as available  and in any event within 90 days after the end of each Fiscal Year,
the Consolidated balance sheet of WHX and its Subsidiaries and the consolidating
balance sheets of the Loan Party  Consolidated  Group as of the end of such year
and the Consolidated  statements of income,  retained  earnings and cash flow of
WHX and its Subsidiaries and the  consolidating  statements of income,  retained
earnings  and cash flow of the Loan  Party  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 WHX and its  Subsidiaries,  which  audit was
conducted by such accounting firm in accordance with generally accepted auditing
standards, such accounting firm obtained no knowledge that a Default or Event of
Default has occurred and is continuing, or, if in the opinion of such accounting
firm, a Default or Event of 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 Borrower's  compliance with all financial  covenants  contained
herein,  and (C) a written  discussion  and  analysis by the



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<PAGE>

management of the Borrower of the financial  statements  furnished in respect of
such Fiscal Year;

         (ii) after the  occurrence  of the Holdings IPO  Threshold,  as soon as
available  and in any event  within 90 days after the end of each  Fiscal  Year,
Consolidated  and  consolidating  balance sheets of the Loan Party  Consolidated
Group as of the end of such year and Consolidated and  consolidating  statements
of income,  retained earnings and cash flow of the Loan Party 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 Loan Party 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 or
Event of Default has occurred and is  continuing,  or, if in the opinion of such
accounting firm, a Default or Event of 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  Borrower's  compliance  with all financial  covenants
contained herein, and (C) a written discussion and analysis by the management of
the  Borrower of the  financial  statements  furnished in respect of such Fiscal
Year;

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

         (e) promptly after the same are received by the Loan Parties, a copy of
each  management  letter  provided to the Loan Party  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 Loan Party Consolidated Group;
and

         (f) monthly,  or more  frequently  as the Agent may require in its sole
discretion,  a  Borrowing  Base  Certificate  executed by an officer of Holdings
listed on Schedule  2.3 or by such other  Person as  otherwise  agreed to by the
Agent, in writing, as of the end of the preceding month.



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<PAGE>

         6.11.  Reporting  Requirements.  The Loan Parties  shall furnish to the
Lender Parties:

         (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
Borrower)  of the Loan Party  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
EBITDA 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
Borrower)  of  annual  sales,  EBITDA,  Capital  Expenditures,  working  capital
requirements  and  projected  cash flow  results of the Loan Party  Consolidated
Group on a Consolidated and  consolidating  basis through the Fiscal Year ending
in 2003;

         (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 (a) and (b) above;

         (d) promptly and in any event within three Business Days after any Loan
Party,  any of their  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 the  Borrower
describing such ERISA Event or waiver request and the action,  if any, which the
Borrower,  the Guarantors,  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 Loan
Party, any of their  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;

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



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<PAGE>

         (g) promptly and in any event within three Business Days after any Loan
Party  becomes  aware of the  existence  of (i) any Default or Event of 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 Loan Party  Consolidated  Group, (iii)
any breach or  non-performance  of, or any default under,  any Lease of property
where  Inventory is located or any other  material  Lease,  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 4.16, which has any reasonable likelihood of resulting
in a Material  Adverse  Change,  telephonic or telegraphic  notice in reasonable
detail  specifying the nature of the Event of Default,  Default,  development or
information,  including,  without  limitation,  the anticipated  effect thereof,
which notice shall be promptly confirmed in writing within five days;

         (h)  promptly  after  the  sending  or  filing  thereof,  copies of all
notices,   certificates  or  reports  delivered  by  Holdings  pursuant  to  the
Indentures or to the holders of the Replacement Notes;

         (i) promptly after the sending or filing thereof, copies of all reports
which  Holdings  sends to its  security  holders  generally,  and  copies of all
reports  and  registration   statements  which  WHX,  Holdings  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 Loan Party or
any of their Subsidiaries (including  consolidated,  combined or unitary returns
filed with any of the Borrower's Tax Affiliates) and governmental  audit reports
issued to the Borrower,  any Guarantor or any of their Tax Affiliates in respect
of taxes  measured  by  income  of any Loan  Party or any of their  Subsidiaries
(excluding sales, use and like taxes);

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

         (i) the  receipt  by any Loan  Party or any of  their  Subsidiaries  of
      written  notice of or a claim to the effect  that any Loan Party or any of
      their  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  Loan  Parties  and  their   Subsidiaries  to   Environmental
      Liabilities and Costs of $5,000,000 or more;



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<PAGE>

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

         (iii) the receipt by any Loan Party or any of their Subsidiaries of any
      notice of  violation  of, or  knowledge  by any Loan Party or any of their
      Subsidiaries  that there exists a condition which might reasonably  result
      in a  violation  by any Loan  Party or any of their  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 Loan Parties 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 Loan  Parties  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 Loan
      Party or any of their  Subsidiaries,  other than those the consequences of
      which in the  aggregate  have no reasonable  likelihood of subjecting  the
      Loan Parties and their Subsidiaries to Environmental Liabilities and Costs
      of $5,000,000 or more;

         (vi)  any  proposed  action  taken  by any  Loan  Party or any of their
      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 Loan Party or any
      of their 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(k),  if the  aggregate
      Environmental   Liabilities   and  Costs  for  such  items  would   exceed
      $10,000,000 in any Fiscal Year;



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<PAGE>

         (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 Loan
Parties  and  their  Subsidiaries  to  Environmental  Liabilities  and  Costs of
$5,000,000 or more;

         (m)  promptly  upon any Loan Party or any of their  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;

         (n)  promptly and in any event within 45 days of the end of each Fiscal
Year,  amendments and  supplements to Schedules 4.8 and 4.13 hereto and Schedule
II 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  after the  Borrower  discovers  or  determines  that any
computer application  (including those of its suppliers,  vendors and customers)
that is material to its or any of its Subsidiaries' business and operations will
not be Year 2000  Compliant (as defined in Section  4.22),  except to the extent
that such failure could not  reasonably  be expected to have a Material  Adverse
Effect, notice of such failure, and

         (p)  such  other  information  respecting  the  business,   properties,
condition,  financial or  otherwise,  or  operations of any Loan Party or any of
their  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 Loan Party,  any
of their  Subsidiaries or any ERISA  Affiliate,  such Loan Party 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 Loan Party shall  maintain as its Fiscal Year
the twelve month period ending on December 31 of each year.



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<PAGE>

         6.14.  Borrowing  Base  Determination.  The Borrower and each Guarantor
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.  The  Borrower  and each  Guarantor  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 con
nection  with any  property  or  operations  of any  Loan  Party or any of their
Subsidiaries,  the Borrower shall, at its cost,  conduct, or pay for consultants
to conduct,  appropriate  (as  reasonably  determined by the Borrower)  tests or
assessments,  if any,  at  such  time  and in  such  manner  as  Borrower  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
Governmental Authority  requirement,  as is appropriate and consistent with good
business practice (as reasonably determined by the Borrower).

         6.16.  Securitization   Intercreditor  Agreement.  The  Borrower  shall
deliver  to the  Agent,  not  later  than  June  30,  1999,  the  Securitization
Intercreditor  Agreement,  duly executed by each of the parties  thereto  (other
than the Agent) and in substantially the form of Exhibit P hereto.


                                   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):

         7.1.  Liens,  Etc.  No Loan Party 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



                                       79
<PAGE>

assign,  or permit  any of its  Subsidiaries  to  assign,  any right to  receive
income,  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),  (g), (h) and (p) shall be Liens on any
property constituting Collateral:

         (a) Liens created pursuant to the Loan Documents;

         (b)  Capitalized  Lease  Obligations,  purchase money Liens or purchase
money security interests upon or in any property of, or owned,  acquired or held
by such Loan Party or any  Subsidiary of such Loan Party or any Person  acquired
by such Loan Party or any of their  Subsidiaries in accordance with Section 7.5,
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 Loan  Party or such  Subsidiary  (other  than any such Lien
created  in  contemplation  of  anticipation  of  such  acquisition);  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) any such Lien on property
owned by any  Person  that is  acquired  by a Loan  Party  is on terms  that are
commercially reasonable, (iv) such Lien does not extend to or cover any property
other than such item of property and any  improvements  on such item and (v) the
incurrence of such Indebtedness is permitted by Section 7.2(g);

         (c) Liens on the  Collateral  (as  defined  in each of the  Indentures)
securing the guaranty, if any, by any Loan Party under the Replacement Notes;

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

         (e) Liens,  if any, on Accounts  and proceeds  thereof of Funding,  the
Borrower and the Guarantors in connection with the Receivables Securitization;

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

         (g)  Liens  arising  by  operation  of law  in  favor  of  materialmen,
mechanics, warehousemen,  carriers, lessors or other similar Persons incurred by
the Borrower,  any Guarantor or any of their Subsidiaries in the ordinary course
of business which secure its obligations to such Person; provided, however, that
the  Borrower,



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<PAGE>

such  Guarantor  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;

         (h) Liens (excluding  Environmental Liens) securing taxes,  assessments
or  governmental  charges or  levies;  provided,  however,  that (i) none of the
Borrower, any Guarantor or any of their Subsidiaries is in default in respect of
any payment  obligation with respect thereto and adequate  provision is made for
the payment  thereof or (ii) the Borrower,  such Guarantor or such Subsidiary is
in  good  faith  and  by  appropriate  proceedings  diligently  contesting  such
obligation,  adequate  provision  is  made  for  the  payment  thereof  and  the
consequence of all such failures in the aggregate would have no Material Adverse
Effect;

         (i) 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;

         (j) 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;

         (k)   Zoning   restrictions,    easements,   licenses,    reservations,
restrictions  on the use of  real  property  or  minor  irregularities  incident
thereto which do not in the aggregate  materially  detract from the value or use
of the property or assets of the Borrower, the Guarantors and their Subsidiaries
taken as a whole;

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

         (m) Liens on fixtures in  connection  with  existing  mortgages on real
property or mortgages on real property permitted hereunder;

         (n) Liens on property (not constituting  Collateral) of the Borrower or
any Guarantor to secure certain accumulated  post-employment benefit and related
obligations  of the Borrower or any  Guarantor  for current and future  retirees
represented by the United Steelworkers of America;



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<PAGE>

         (o) Liens securing non-recourse project financing Indebtedness incurred
by any member of the Loan Party  Consolidated  Group or against any  property of
any  member of the Loan  Party  Consolidated  Group  solely  for the  purpose of
financing the  acquisition,  construction  or improvement of property  acquired,
owned,  held,  controlled or used by, or  contributed to a joint venture by, any
Loan  Party  or  any  of  their  respective  Subsidiaries,   including,  without
limitation,  in connection with the  development of the Borrower's  Steubenville
South Oxygen plant; provided, however, such Indebtedness shall be on competitive
terms and conditions and in any event no less favorable than those  available to
companies   similar  to  such  Loan  Party;   and  provided  further  that  such
Indebtedness shall not exceed $25,000,000 in the aggregate at any time;

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

         (q) Liens on property  securing  Indebtedness  of the type described in
Section  7.2(j)(ii),  provided that such Liens were not created in contemplation
of any such  merger,  consolidation  or  acquisition  and do not  extend  to any
current assets of such Person or to any assets other than those of the Person so
merged into or consolidated  with the Borrower or such Subsidiary or acquired by
the Borrower or such Subsidiary, provided, further, that the aggregate principal
amount of the  Indebtedness  secured by such Liens  permitted by this clause (q)
shall not exceed the  amount  permitted  under  Section  7.2(j)(ii)  at any time
outstanding; and

         (r) other  Liens to the extent not  included  in (a)  through (o) above
provided that the aggregate principal amount of the Indebtedness secured by such
Liens  permitted by this clause (q) shall not exceed the amount  permitted under
Section 7.2(j)(iii) at any time outstanding.

         7.2.  Indebtedness.  No Loan Party 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 ordi-



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<PAGE>

nary course of business consistent with the past practice of such Loan Party and
its Subsidiaries;

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


         (e)  Indebtedness  owing to such Loan Party by any of their  respective
Subsidiaries;

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

         (g) Indebtedness of any Loan Party or any of their  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  incurred under this clause (g) by the
Loan Parties 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 Loan Parties and their Subsidiaries, shall not exceed
$50,000,000 at any one time outstanding;

         (h)  Indebtedness  (i) evidenced by the Holdings  Note,  (ii) under the
Keepwell  Payments made to the Borrower by WHX and/or  Holdings  pursuant to the
Keepwell Agreement and (iii) under Parent Loans;

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

         (j)  Indebtedness  (i) secured by Liens permitted under Section 7.1(o),
(ii) of a Person existing at the time such Person is merged into or consolidated
with the Borrower or any  Subsidiary  of the Borrower or becomes a Subsidiary of
the Borrower,  provided that  Indebtedness  was not created in  contemplation of
such  merger,  consolidation  or  acquisition,  not to exceed  in the  aggregate
$10,000,000  in any Fiscal Year plus,  for each  Fiscal  Year after  Fiscal Year
1999,  an  amount  equal to the  excess of (x) the  amount of such  Indebtedness
permitted to be incurred during the immediately  preceding  Fiscal Year over (y)
the amount of such  Indebtedness  actually incurred during such preceding Fiscal
Year,  but, in any case, not to exceed  $30,000,000 in the aggregate at any time
and (iii)  not  otherwise  permitted  by this  Section  7.2 not to exceed in the
aggregate $50,000,000 at any time outstanding;



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<PAGE>

         (k)  Indebtedness  of the Borrower  arising  under the Letter of Credit
Agreement;

         (l)  Indebtedness  constituting  a renewal,  extension,  refinancing or
refunding of Indebtedness  described in Sections  7.2(d),  (g), (j) and (n), (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),  (j) and (n), on other terms and  conditions  as or more  favorable  to the
Borrower,   any  Guarantor  and  their   Subsidiaries  than  the  terms  of  the
Indebtedness being renewed, extended or refunded;

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

         (n)  Indebtedness of Holdings  arising under the Replacement  Notes and
the  guaranty  by any  Loan  Party  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 Holdings, the 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 Loan Party 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 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 Loan  Parties  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 Loan Party shall, or permit any of its  Subsidiaries  to,
become or remain  liable as 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 Loan  Party or any of its  respective  Subsidiaries  has sold or
transferred  or is to sell or  transfer to any other  Person,  or (ii) such Loan
Party or any of its respective 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.



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<PAGE>

         7.4. Restricted Payments.  No Loan Party 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
except (i)  dividends  paid to a Loan Party or any wholly owned  Subsidiary of a
Loan Party by any Loan Party or any of its Subsidiaries, (ii) payments to WHX in
an aggregate amount not to exceed the amount set forth on Schedule 7.4.1,  (iii)
payments to WHX in an  aggregate  amount not to exceed the  aggregate  amount of
capital  contributions  made to any Loan  Party  subsequent  to the date of this
Agreement  and  (iv)  any  payments  made to WHX  pursuant  to the  Tax  Sharing
Agreement;  provided, that with respect to any payments made pursuant to clauses
(a)(ii),  (iii) or (iv)  above (A) no  Default  or Event of  Default  shall have
occurred  and be  continuing  or would  result  from such  payment  and (B) such
payment shall not result in a condition that would require Keepwell Payments, or
(b) except as set forth in Schedule 7.4.2, 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) 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 Loan  Party or its  Subsidiary  to any other  Loan  Party on
account  of any  Indebtedness  owing to a Loan Party by such other Loan Party or
Subsidiary, (iii) in connection with Indebtedness being refinanced in accordance
with Section  7.2(l),  (iv)  payments  made to repay the  Holdings  Note and not
otherwise  prohibited  by the  Holdings  Intercreditor  Agreement,  and loans or
advances  made  prior to the date of this  Agreement  as set  forth on  Schedule
7.4.1, (v) on account of any loans or advances in the form of Keepwell  Payments
made to a Loan  Party  pursuant  to the  Keepwell  Agreement  or other  loans or
advances  (other than Parent Loans) made by WHX to any Loan Party  subsequent to
the date of this Agreement, (vi) with the consent of the Agent, payments made by
a Loan Party to repay Parent Loans and (vii) any repayments of any "Series" that
has a variable  "Invested  Amount"  (under and as defined in the  Securitization
Documents);  provided,  that with  respect  to any  repayments,  repurchases  or
redemptions made (x) pursuant to clauses (b)(iv) (other than with respect to the
Holdings  Note),  (v),  (vi) or (vii)  above (A) no  Default or Event of Default
shall have occurred and be  continuing  or would result from such  payment,  (B)
such  repayment,  repurchase or redemption  shall not result in a condition that
would  require  Keepwell  Payments  and (C) in the event of a  repayment  of any
Keepwell Payments,  such repayment may only be made after the end of a period of
three  months  commencing  on the last day of the  calendar  month in which  the
immediately  preceding  Keepwell  Payment was made and only so long as no Parent
Loans are  outstanding  or (y) pursuant to clause  (b)(iv) above with respect to
the Holdings  Note,  no Default or Event of Default  shall have  occurred and be
continuing or would result from such payment.



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<PAGE>

         7.5. Mergers,  Stock Issuances,  Sale of Assets, Etc. (a) No Loan Party
shall, or permit any of its Subsidiaries 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 transaction with any Person;
provided that (x) any direct or indirect Subsidiary of the Borrower may merge or
consolidate  with or into, the Borrower or any other  Subsidiary of the Borrower
and (y) the  Borrower  or any  Guarantor  may enter  into any joint  venture  or
transaction permitted by Section 7.6(b), (c), (f) or (g).

         (b) No Loan  Party  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 the Borrower to the Borrower or
a wholly  owned  Subsidiary  of the  Borrower  or (B) by a direct  wholly  owned
Subsidiary  of  a  Guarantor  to  such  Guarantor  or  (C)  in  connection  with
transactions  permitted by Section 7.5(a),  7.5(c) (other than with respect to a
Loan  Party) or  7.6(f),  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 Loan Party's  Subsidiaries  unless, in any such case,
both  there is  transferred  all of the  Stock  and  Stock  Equivalents  of such
Subsidiary  owned by such Loan Party and their  Subsidiaries  and such issuance,
sale, conveyance,  transfer,  lease or disposition would be permitted by Section
7.5(c).

         (c) No Loan Party 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 Loan Party or any such Subsidiary,  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 the
Borrower or any wholly  owned  Subsidiary  of the Borrower to the Borrower or to
any wholly owned Subsidiary of the 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 the Borrower, (v) as long as no Default or Event of Default
is continuing or would result therefrom, any such sale of any assets (other than
assets  constituting  Collateral)  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  $20,000,000 in any Fiscal
Year,  plus,  for each Fiscal Year, an amount equal to 50% of the excess of such
amount  over  the  Fair  Market  Value  of  such  assets  actually  sold  in the
immediately  preceding 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



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<PAGE>

assets which are  necessary to the  continuing  operations of any Loan Party and
its  Subsidiaries,  (vi) sales of accounts  receivable  of the  Borrower and the
Guarantors  permitted by Section 7.5(d), (vii) so long as no Default or Event of
Default is continuing or would result therefrom, sale and leaseback transactions
involving  property  having a Fair  Market  Value  at the time of such  sale and
leaseback  transaction in an aggregate  amount not to exceed  $15,000,000 in any
Fiscal Year,  (viii) sales of assets incurred in connection with transactions of
the type described in clause (iv) of the definition of Cash Equivalents and (ix)
transfers of assets permitted under Section 7.6(f).

         (d) No Loan Party  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,  except  that the  Borrower,  the  Guarantors  and  their
Subsidiaries may sell, transfer, pledge or otherwise convey accounts receivables
in connection with the Receivables  Securitization;  provided,  however, that no
Loan  Party  or any of  their  Subsidiaries  shall  sell,  transfer,  pledge  or
otherwise  convey  accounts  receivables  at any time an event  occurs under any
Securitization  Document which results in either the termination of, or relieves
the Borrower of, its obligation to do so.

         7.6.  Investments  in Other Persons.  No Loan Party 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 the
Borrower, such Guarantor and their Subsidiaries;

         (b)   Investments   made  after  the  Effective  Date  in  wholly-owned
Subsidiaries in existence as of the Effective Date; provided,  however,  that no
Default or Event of Default  has  occurred  and is  continuing  or would  result
therefrom  and the aggregate  amount of  Investments  in such  Subsidiary do not
exceed (i) with respect to Funding,  the amount  necessary  from time to time to
consummate the  transactions  contemplated  by the  Receivables  Securitization,
including any repayments of any




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"Series"  that has a  variable  "Invested  Amount"  (under and as defined in the
Securitization  Documents)  and (ii) with  respect  to all  other  Subsidiaries,
$6,000,000;

         (c) Investments in Subsidiaries of such Loan Party permitted by Section
7.12;  provided  that no  Default  or  Event  of  Default  has  occurred  and is
continuing  or  would  result   therefrom  and  the  aggregate  amount  of  such
Investments  shall not  exceed  $10,000,000  in any Fiscal  Year plus,  for each
Fiscal  Year after  Fiscal Year 1999,  an amount  equal to the excess of (x) the
amount of such  Investments  permitted  to be  incurred  during the  immediately
preceding Fiscal Year over (y) the amount of such Investments  actually incurred
during such preceding  Fiscal Year, but, in any case, not to exceed  $30,000,000
in the aggregate at any time;

         (d) loans or advances to employees of the Borrower,  such  Guarantor or
any of their  Subsidiaries,  which loans and advances shall not in the aggregate
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;

         (e) Investments in Cash Equivalents;

         (f)  Investments in (i) the Fabricating  Joint  Ventures,  (ii) the Co-
Generation  Agreement,  (iii)  cold-rolling  joint ventures and (iv) other joint
ventures  as set forth on  Schedule  7.6;  provided  that no Default or Event of
Default has occurred and is continuing or would result  therefrom and the amount
of such  Investments  permitted  pursuant to this clause (f) made from and after
the Effective  Date shall not exceed in the aggregate at any time the sum of (A)
$30,000,000  and (B) all cash  loans,  contributions  and  advances,  other than
Keepwell  Payments,  made  after  the  Effective  Date by WHX to the Loan  Party
Consolidated Group;

         (g)  Investments  in joint  ventures or other  entities  not  otherwise
described in clause (f) above;  provided that no Default or Event of Default has
occurred  and is  continuing  or would result  therefrom  and the amount of such
Investment shall not exceed $3,000,000 in the aggregate at any time;

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

         (i)  advances by the  Borrower to the  Guarantors  under the  Guarantor
Intercompany Notes.

         7.7.  Change in Nature of Business.  No Loan Party  shall,  directly or
indirectly, make, or permit any of its Subsidiaries to make, any material change
in the



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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 Loan Party 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; provided, however, that, with respect to any
Contractual  Obligations (other than the Loan Documents,  the Replacement Notes,
the Securitization  Documents and the Tax Sharing Agreement),  the Borrower, the
Guarantors and their  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, the  Securitization  Documents and the
Tax Sharing Agreement,  the Borrower,  the Guarantors and their Subsidiaries may
do so with the  Agent's  consent if the effect of such  action is not adverse to
the Loan Parties and the Lender Parties;  and provided further that in the event
of any  breach or event of  default by a Person  other  than the  Borrower,  any
Guarantor or any of their  Subsidiaries,  the Borrower 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 Loan Party 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 Loan Party 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 Loan Party not
a wholly owned Subsidiary of such Loan Party; (ii) transfer, sell, lease, assign
or  otherwise  dispose  of any asset to any  Affiliate  of such Loan Party not a
wholly owned Subsidiary of such Loan Party; (iii) merge into or consolidate with
or purchase or acquire assets from any Affiliate of such Loan Party other than a
wholly owned  Subsidiary of such Loan Party;  (iv) repay any Indebtedness to any
Affiliate of such Loan Party; or (v) enter into any other  transaction  directly
or indirectly  with or for the benefit of any Affiliate of such Loan Party not a
wholly  owned  Subsidiary  of such Loan Party  (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 Loan Party or such  Subsidiary  as would be obtained in a comparable  arm's
length transaction with a Person not an Affiliate,



                                       89
<PAGE>

(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 Loan Party or any of its
Subsidiaries  commensurate with current compensation levels;  provided,  however
that such Loan Party may pay salaries or other employee  compensation  at levels
commensurate  with industry  practice to new employees who are not Affiliates of
the such Loan Party  immediately  prior to the date of hire, (C) any transaction
required or otherwise  permitted by this Agreement,  (D) fees paid to WHX by the
Borrower not in excess of $5,000,000 per Fiscal Year to pay management fees, the
proceeds  of which  are  then  used by WHX  solely  to (1) pay  management  fees
pursuant to the management  agreement between WHX and WPN Corp. in effect on the
Effective  Date and (2) pay bonuses to  management  of the  Borrower;  provided,
however,  that no such loans,  advances or management  fees may be paid if there
has occurred and is continuing a Default or Event of Default, or a Default or an
Event of Default would occur as a result of the payment of such  management fee,
(E) those  transactions  listed on Schedule  7.10,  (F)  transactions  with Ohio
Coatings Company, Wheeling-Nisshin and Dong Yang previously disclosed in writing
to the Agent and the Lender Parties on a basis no less favorable to the Borrower
or such Subsidiary as would be obtained in a comparable arm's-length transaction
with a Person not an Affiliate,  (G) payments  under the Tax Sharing  Agreement,
(H)  advances of cash by the  Borrower  to the  Guarantors  under the  Guarantor
Intercompany  Notes or (I) other  transactions with Affiliates to the extent not
included in (A) through (H)  provided  that the amounts  payable by the Borrower
and the  Guarantors  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 Loan Party  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 Loan Party shall,  or permit any of its
Subsidiaries to,  incorporate or otherwise organize any Subsidiary which was not
in  existence  on the  Effective  Date (a "New  Subsidiary")  without  the prior
written consent of the Majority Lenders except as otherwise  permitted  pursuant
to Sections 7.5 and 7.6;  provided  that only the prior  written  consent of the
Agent shall be necessary in connection  with any New  Subsidiary of the Borrower
or any  Guarantor  if such  New  Subsidiary's  Net  Worth  is not in  excess  of
$1,000,000;  provided  further  that (a) in any case,  the Stock of any such New
Subsidiary  is  pledged  to the Agent for the  benefit  of the  Secured  Parties
pursuant to a pledge  agreement in form and substance  satisfactory




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to the  Agent  and (b) in the case of any New  Subsidiary  having a Net Worth of
$500,000 or more,  such New  Subsidiary  shall execute and deliver to the Agent,
within  15  days  of its  formation  or  determination  of such  Net  Worth,  as
applicable,  a Guaranty  Supplement  (as defined in the Guaranty) and a Security
Agreement  Supplement  (as  defined in the  Security  Agreement)  and such other
documents as the Agent shall reasonably request.

         7.13. Capital Structure.  Except as otherwise permitted  hereunder,  no
Loan Party 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 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 Loan Party 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 Loan Parties shall not use the proceeds
of any Loans to purchase or carry any margin stock.

         7.16.  Bank  Accounts.  None of the  Borrower  or any  Guarantor  shall
maintain  any bank  account  other than those  provided  in  Section  2.19,  the
Concentration  Account, the Investment Account, the collateral accounts required
to be  maintained  by the Borrower  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;  provided that
the Borrower may open one or more bank accounts to facilitate the performance of
its servicing  obligations in connection  with the  Receivables  Securitization.
Notwithstanding the foregoing, the Borrower and the Guarantors 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  employee
payroll,  trustee and escrow  accounts  and if  approved  by the Agent,  for new
Subsidiaries,  so long as the Agent receives prior written  notification of each
such  new  account  and  a  blocked  account  letter,   in  form  and  substance
satisfactory to the Agent.

         7.17.  Environmental Release. No Loan Party 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.


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                                  ARTICLE VIII

                                EVENTS OF DEFAULT

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

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

         (d) Any Loan  Party or any of its  Subsidiaries  shall  fail to pay any
principal of or premium or interest on any  Indebtedness  for borrowed  money of
such Loan Party or Subsidiary  that is outstanding  in a principal  amount of at
least  $1,000,000  (excluding  Indebtedness  evidenced by the  Revolving  Credit
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



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<PAGE>


         (e) Any Loan Party or any of its  Subsidiaries  shall generally not pay
its debts as such debts  become due, or shall admit in writing its  inability to
pay its debts generally,  or shall make a general  assignment for the benefit of
creditors, or any proceeding shall be instituted by or against any Loan Party or
any of its Subsidiaries seeking to adjudicate it a bankrupt or as insolvent,  or
seeking  liquidation,  winding  up,  reorganization,   arrangement,  adjustment,
protection,  relief or  composition of it or its debts under any law relating to
bankruptcy,  insolvency or reorganization  or relief of debtors,  or seeking the
entry of an order for relief or the appointment of a receiver,  trustee or other
similar  official for it or for any substantial part of its property and, in the
case of any such  proceedings  instituted  against  any Loan Party or any of its
Subsidiaries  (but not instituted by it), either such  proceedings  shall remain
undismissed  or unstayed for a period of 30 days or any of the actions sought in
such proceedings shall occur; or any Loan Party or any of its Subsidiaries shall
take any  corporate  action to  authorize  any of the actions set forth above in
this subsection (e); or

         (f) Any final  judgment  or order for the payment of money in excess of
$1,000,000  shall be rendered  against any Loan Party 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 Loan Party and (z) such non-payment,  non-compromise
or non-satisfaction is solely the result of the insurance company's tardiness in
payment; or

         (g) 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 the  Borrower  or any  ERISA  Affiliate,  whether  or not
assessed, exceeding $5,000,000; or

         (h) Any material  provision of any  Collateral  Document,  the Keepwell
Agreement  prior to the  release  thereof  in  accordance  with its terms or the
Holdings  Intercreditor  Agreement  after delivery  thereof shall for any reason
cease to be valid and binding on any Loan Party thereto,  or any such Loan Party
shall so state in writing; or


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<PAGE>

         (i) At any time prior to the  consummation  of the  Holdings  IPO,  WHX
shall fail to own of record and  beneficially  all of the outstanding  Stock and
Stock   Equivalents  of  Holdings  (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; or

         (j) Holdings  shall fail to own of record and  beneficially  all of the
outstanding  Stock  and  Stock  Equivalents  of  each of the  Borrower,  PCC and
Wheeling Construction (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) At any time on or after the  Holdings  IPO,  (i) a majority  of the
members of the Board of Directors of Holdings  shall be replaced over a two-year
period,  from the  directors  who  constituted  the  Board of  Directors  at the
Effective Date, and such  replacement  shall not have been approved by the Board
of  Directors  of  Holdings  as  constituted  at  the  Effective  Date  (or  its
replacements  approved by the Board of Directors of Holdings);  or (ii) 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 Holdings  representing  20% or more of the combined
voting power of the then  outstanding  securities  of Holdings  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

         (l) at any time prior to the  occurrence of Holdings IPO  Threshold,  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


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<PAGE>



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; or

         (n) A "termination  event" (other than an "early  amortization  event")
(as such terms are defined in the  Securitization  Documents) shall occur and be
continuing and shall not have been rescinded in accordance with the terms of the
Securitization Documents; or

         (o)  Holdings  or  the  Borrower  shall,  or  shall  permit  any of the
Borrower's Subsidiaries to, (i) alter, rescind,  terminate,  amend,  supplement,
waive or  otherwise  modify any  provision of or permit any breach or default or
other event to exist under the  Replacement  Notes or the Holdings Note, or take
or fail to take any action thereunder,  unless any of the foregoing would not in
the aggregate have a Material Adverse Effect;  or (ii) amend,  modify or change,
or  consent  or agree to any  amendment,  modification  or change to, any of the
terms  relating  to the payment or  prepayment  of  principal  of, or premium or
interest  on, any  Replacement  Note or the  Holdings  Note (other than any such
amendment,  modification or change which would extend the maturity or reduce the
amount of any payment of  principal  thereof or which  would  reduce the rate or
extend the date for payment of interest thereon).

         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 Borrower,  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 Borrower,  declare the
Loans,  all  interest  thereon  and all other  Obligations  payable  under  this
Agreement to be forthwith due and payable, whereupon the Revolving Credit 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 Borrower;  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 Revolving Credit
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 Borrower.  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



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<PAGE>

Collateral  Documents in accordance with the terms thereof or any other remedies
provided by applicable law.

         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 Borrower to, and forthwith  upon such demand
the Borrower  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 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.

         (b) The Borrower hereby pledges,  and grants to the Agent a Lien on and
security  interest  in, all of its 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 the 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  Borrower to the Secured  Parties in respect
of the Obligations.

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

         (e) The 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


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<PAGE>


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.  The Borrower agrees that, to the extent notice of sale
shall be required by law, at least ten days'  notice to the Borrower 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 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  Borrower  or to  whomsoever  may be lawfully  entitled  to receive  such
surplus.


                                   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 Revolving
Credit  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


                                       97
<PAGE>

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 Revolving  Credit 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 Loan Party  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 Revolving Credit 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  Borrower  or any other  Loan
Party),  independent  public  accountants  and other experts  selected by it and
shall not be liable for any action taken or omitted to be taken in good faith by
it in accordance with the advice of such counsel,  accountants or experts;  (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 the Borrower
or  any  other  Loan  Party  or to  inspect  the  property  (including,  without
limitation, the books and records) of the Borrower or any other Loan Party; (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) 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 Revolving
Credit  Commitment,  the Loans  (including,  without  limitation,  the Revolving
Credit Loans and Swing Loans) made by it, any each Revolving Credit Note and any
Letters of Credit issued by it,  Citicorp  shall have the same rights and powers
under this


                                       98
<PAGE>

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,  the Borrower or any other
Loan  Party or any of their  respective  Subsidiaries  and any Person who may do
business  with or own  securities of the Borrower or any other Loan Party or any
of their  respective  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 Borrower or
other  Loan  Parties),  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 proceed-



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ings  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 Borrower or
another  Loan Party 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 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 Available Credit 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  Borrower)  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 Borrower  under  Section  10.4, to the extent that such Issuer is
not promptly  reimbursed  for such costs and expenses by the Borrower  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



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Portions of the Available  Credit 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 Borrower.  Upon any such
resignation,  the Majority  Lenders  shall have the right to appoint a successor
Agent; provided,  that if no Default or Event of Default shall have occurred and
be continuing,  such  successor  Agent shall be reasonably  satisfactory  to the
Borrower,  which shall be (a) a commercial  bank organized under the laws of the
United  States of 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 or
Event of Default has occurred and is continuing,  by the Borrower, 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.


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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 or Event of Default)  nor consent to any  departure by the
Borrower  or any other  Loan  Party  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 Borrower 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
no amendment,  waiver or consent shall,  unless in writing and signed by all the
Lenders do any of the  following  at any time:  (i) waive any of the  conditions
specified  in Sections  3.1 or 3.2 except as otherwise  provided  therein;  (ii)
increase,  or extend the expiration date of, the Revolving Credit Commitments of
the Lenders or subject the Lenders to any additional  obligations;  (iii) reduce
(A) the amount of any payment of any principal of, or interest on, the Loans due
under this Agreement,  (B) the stated rate of any interest payable  hereunder or
(C) the amount of any fees or other amounts payable hereunder; (iv) postpone any
date fixed for any payment of  principal  of, or  interest  on, the Loans or any
fees or other  amounts  payable  hereunder;  (v)  change the  percentage  of the
Revolving Credit 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;  (vi)
release any of the  Collateral  except  that,  so long as no Default or Event of
Default has occurred and is continuing or would result  therefrom,  (A) as shall
otherwise be provided in the Collateral  Documents and Section 7.5(d) and (B) in
any Fiscal Year,  Collateral having an aggregate Fair Market Value not in excess
of  $25,000,000  shall  require only the consent of the Agent;  (vii) amend this
Section 10.1;  (viii) amend the definition of Majority  Lenders;  (ix) terminate
the Keepwell  Agreement (except pursuant to its terms),  the Holdings  Guaranty,
the Guaranty or any other keepwell  agreement or guaranty  delivered pursuant to
the Loan  Documents;  or (x) increase the advance rates above those set forth on
Schedule IV hereto for  Eligible  Inventory  except as  otherwise  permitted  in
accordance with this Agreement;  provided  further that 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 provided  further  that no  amendment,
waiver or consent  shall,  unless in writing and signed by the Agent in addition
to the Lenders required above to


                                      102
<PAGE>

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 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 owed to such  Lender  Party  (together  with all  accrued and
unpaid interest and fees owed to such Lender), and (y) to the Borrower the right
to cause an  assignment  of all (but not less than all) of such  Lender  Party's
Commitments and Loans owing to it and the Notes held by it and all of its rights
and obligations hereunder and under the other Loan Documents, which right may be
exercised by the Agent or the Borrower, 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 Borrower  have agreed.
Each Lender Party agrees that if the Agent or the Borrower,  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
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 Borrower  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  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 Borrower,  at its address 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; 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 to the Borrower 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 Borrower and the Agent.


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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  Revolving  Credit 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 Revolving Credit 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 Borrower agrees 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 Loan Party or with
other creditors of any Loan Party or any of its Subsidiaries  arising out of any
Default or Event of Default  or any events or  circumstances  that may give rise
thereto and with respect to presenting  claims in or otherwise  participating in
or monitoring any bankruptcy,  insolvency or other similar proceeding  involving
creditors rights generally and any proceeding  ancillary  thereto,  (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.


                                      104
<PAGE>

         (b) The Borrower agrees to indemnify and hold harmless the Agent,  each
Lender  Party and their  respective  Affiliates,  and the  directors,  officers,
employ ees,  agents,  attorneys,  consultants  and  advisors of or to any of the
foregoing (including,  without limitation, those retained in connection with the
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 the 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 the 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 leasehold mortgage, a mortgagee in possession,  the successor in
interest to the  Borrower or any of its  Subsidiaries,  or the owner,  lessee or
operator of any facility of the 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 the 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  Borrower  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.


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<PAGE>


         (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 Borrower (other than a payment made to the Agent pursuant to Section
2.3(f)) or acceleration  of the maturity of the Revolving  Credit 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  Borrower
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
any of its officers,  directors,  agents and employees, for which any Indemnitee
may desire indemnity or defense hereunder, such Indemnitee shall promptly notify
the Borrower in writing.

         (e) The  Borrower,  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 Borrower, in any event,
may control the defense thereof with legal counsel of the Borrower's  choice. In
the event that such  Indemnitee  requests  the  Borrower to defend  against such
investigation,  litigation  or  proceeding  or  requested  remedial,  removal or
response  action,  the Borrower 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 Borrower's 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 Borrower 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 Revolving Credit 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


                                      106
<PAGE>


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 the 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  Revolving  Credit Note or any  Reimbursement
Agreement  or any other Loan  Document  and  although  such  Obligations  may be
unmatured.  Each Lender Party agrees  promptly to notify the 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 Borrower 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 Borrower,
the Agent and each Lender  Party and their  respective  successors  and assigns,
except that the Borrower shall not have the right to assign its 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, trans
fer,  negotiate or assign to one or more other Lenders or Eligible Assignees all
or a portion of its Revolving Credit Commitments, commitment to issue Letters of
Credit and the Loans and Letter of Credit  Obligations owing to it and Revolving
Credit 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  Revolving   Credit  Loans  and  Revolving   Credit
Commitments,  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 Revolving  Credit Loans,  Letters of Credit and Revolving Credit
Commitments,  (ii) the  aggregate  amount of the Revolving  Credit  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 to a Lender Party, or $15,000,000,  in
the case of an assignment  to a Person that is not a Lender  Party,  or, in each
case,  an  integral  multiple  of  $1,000,000  in excess  thereof,  unless  such
assignment is of the Lender's entire Revolving Credit Commitment, 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


                                      107
<PAGE>


Acceptance,  together with a fee of $3,500 and the Revolving  Credit Note (or an
affidavit  of loss and  indemnity  with respect to such  Revolving  Credit 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 Loan Party or the
performance or observance by any Loan Party of any of its obligations under this
Agreement or any other Loan Document or of any other  instrument or document fur
nished  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



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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  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 Revolving Credit  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 Loan Parties, 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 Borrower,  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 Revolving  Credit Note 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  Borrower.
Within five Business Days after its receipt of such notice, the Borrower, at its
own  expense,  shall  execute  and deliver to the Agent,  in  exchange  for such
surrendered  Revolving  Credit Note, a new Revolving Credit Note to the order of
such  Eligible  Assignee in an amount equal to the Revolving  Credit  Commitment
assumed by it pursuant to such  Assignment and Acceptance  and, if the assigning
Lender  Party has  retained  a  Revolving  Credit  Commitment  hereunder,  a new
Revolving  Credit Note to the order of the  assigning  Lender Party in an amount
equal to the Revolving  Credit  Commitment  retained by it  hereunder.  Such new
Revolving Credit Note shall be dated the same date as the surrendered  Revolving
Credit Note and be in substantially the form of Exhibit A hereto.

         (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 Revolving
Credit  Commitment,  the Letter of Credit  Obligations owing to it and the Loans
owing  to it and the  Revolving  Credit  Note  held by it).  The  terms  of such
participation shall not, in


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<PAGE>

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  Loan  Party  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 Loan  Parties),  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 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  Revolving  Credit  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
Borrower,  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 Revolving Credit 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.

         10.9.  Submission to  Jurisdiction.  (a) Any legal action or proceeding
with  respect to this  Agreement or the  Revolving  Credit Notes or any document
related  thereto may be brought in 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, the 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



                                      110
<PAGE>


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) The 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 the Borrower
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 Revolving  Credit Note to serve
process in any other manner  permitted by law or commence  legal  proceedings or
otherwise proceed against the 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.

         10.12. No Liability of the Issuers.  The Borrower  assumes 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  Borrower  shall have a claim  against  such
Issuer,  and such Issuer shall be liable to the  Borrower,  to the extent of any
direct,  but not  consequential,  damages  suffered  by the  Borrower  that  the
Borrower  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


                                      111
<PAGE>



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,  and the fee  letter by and  between  the  Borrower  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
Borrower,  (iii) to the extent  disclosure  is  required by law,  regulation  or
judicial  order (which  requirement  or order shall be promptly  notified to the
Borrower) 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.






                                      112
<PAGE>



         10.15.  Waiver of Jury Trial.  Each of the Borrower,  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.


         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.

                                    BORROWER
                                    --------

                                   WHEELING-PITTSBURGH STEEL
                                        CORPORATION


                                   By: /s/ Paul Mooney
                                      -------------------------------
                                      Name:   Paul Mooney
                                      Title:  Executive Vice President and Chief
                                              Financial Officer



                                     AGENT
                                     -----

                                   CITIBANK, N.A.,
                                     as Agent


                                   By: /s/ Illegible
                                      -------------------------------
                                            Name:
                                            Title:




                                      113
<PAGE>



                                   LENDERS
                                   -------

                                   CITICORP USA, INC.


                                   By: /s/ Illegible
                                      -------------------------------
                                      Name:
                                      Title:



                                   FIRST UNION NATIONAL BANK


                                   By: /s/ Jennifer Arrigian
                                      -------------------------------
                                      Name:   Jennifer Arrigian
                                      Title: Assistant Vice President


                                   BANK OF AMERICA NT&SA


                                   By: /s/ Walter T. Shellman
                                      -------------------------------
                                      Name:  Walter T. Shellman
                                      Title: Vice President



                                   NATIONAL CITY COMMERCIAL
                                     FINANCE, INC.


                                   By: /s/ John P. Dunn
                                      -------------------------------
                                      Name:  John P. Dunn
                                      Title: Vice President



<PAGE>



                                   HELLER FINANCIAL, INC.


                                   By: /s/ John Buff
                                      -------------------------------
                                      Name: John Buff
                                      Title:  Senior Vice President



                                   AMERICAN NATIONAL BANK AND TRUST
                                   COMPANY, A BANK ONE COMPANY


                                   By:  /s/ Donna H. Evans
                                      -------------------------------
                                      Name: Donna H. Evans
                                      Title: Vice President



                            ISSUER (AND NOT LENDER)
                            -----------------------

                                   CITIBANK, N.A.


                                   By: /s/ Illegible
                                      -------------------------------
                                            Name:
                                            Title: