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                                                                  EXHIBIT 10.1.2
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               THIRD AMENDMENT TO FINANCING AND SECURITY AGREEMENT
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         THIRD AMENDMENT TO FINANCING AND SECURITY AGREEMENT (this "Agreement")
is made as of the 29th day of June, 1999, by GLASSTECH, INC., a corporation
organized under the laws of Delaware (the "Borrower"), and BANK OF AMERICA,
NATIONAL ASSOCIATION, a national banking association (the "Lender"), formerly
"NationsBank, N.A.".


                                    RECITALS
                                    --------


         A. The Borrower and the Lender entered into a Financing and Security
Agreement dated July 2, 1997 (the same, as amended by (i) that certain First
Amendment to Financing and Security Agreement dated as of October 29, 1997 and
(ii) that certain Second Amendment to Financing and Security Agreement dated as
of December 31, 1998 and as amended, modified, substituted, extended, and
renewed from time to time, the "Financing Agreement"). The Financing Agreement
provides for agreements between the Borrower and the Lender with respect to the
"Loans" (as defined in the Financing Agreement), including a revolving credit
facility in an amount not to exceed $10,000,000.


         B. The Borrower has requested that the Lender amend certain financial
covenants contained in the Financing Agreement.


         C. The Lender is willing to agree to the Borrower's request on the
condition that this Agreement be executed.


                                   AGREEMENTS
                                   ----------


         NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, receipt of which is hereby acknowledged, the Borrower
and the Lender agree as follows:


         1. The Borrower and the Lender agree that the Recitals above are a part
of this Agreement. Unless otherwise expressly defined in this Agreement, terms
defined in the Financing Agreement shall have the same meaning under this
Agreement.


         2. The Borrower represents and warrants to the Lender as follows:


                  (a) The Borrower is a corporation duly organized, and validly
existing and in good standing under the laws of the state in which it was
organized and is duly qualified to do business as a foreign corporation in good
standing in every other state wherein the conduct of its business or the
ownership of its property requires such qualification and in which the failure
to qualify would materially adversely affect the business, operations or
properties of the Borrower and/or its Subsidiaries.

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                  (b) The Borrower has the power and authority to execute and
deliver this Agreement and perform its obligations hereunder and has taken all
necessary and appropriate corporate action to authorize the execution, delivery
and performance of this Agreement.


                  (c) The Financing Agreement, as amended by this Agreement, and
each of the other Financing Documents remains in full force and effect, and each
constitutes the valid and legally binding obligation of the Borrower,
enforceable in accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting the
rights and remedies of creditors and secured parties, and general principles of
equity regardless of whether applied in a proceeding in equity or at law.


                  (d) All of the Borrower's representations and warranties
contained in the Financing Agreement are true and correct on and as of the date
of the Borrower's execution of this Agreement, except that the representations
and warranties which relate to financial statements which are referred to in
Section 4.1.11 of the Financing Agreement, shall also be deemed to cover
financial statements furnished from time to time to the Lender pursuant to
Section 6.1.1 (Financial Statements) of the Financing Agreement.


                  (e) No Event of Default and no event which, with notice, lapse
of time or both would constitute an Event of Default, has occurred and is
continuing under the Financing Agreement or the other Financing Documents.


         3. The definition of "Post Default Rate" in Section 1.1 of the
Financing Agreement is hereby deleted in its entirety, and the following is
substituted in its place:


                          "Post-Default Rate" means the Base Rate in effect from
         time to time plus 200 basis points.


         4. The following are hereby added as new definitions to Section 1.1 of
the Financing Agreement:


                          "Assets" means at any date all assets that, in
         accordance with GAAP consistently applied, should be classified as
         assets on a consolidated balance sheet of the Borrower and its
         Subsidiaries.


                          "Borrowing Base" has the meaning described in Section
         2.1.7 (Borrowing Base).


                          "Borrowing Base Deficiency" has the meaning described
         in 2.1.7 (Borrowing Base).


                           "Borrowing Base Report" has the meaning described in
         Section 2.1.8 (Borrowing Base Report).


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                            "Eligible Inventory" means that portion of the
         Borrower's parts inventory consisting solely of (i) ceramic roll
         grinding inventory; (ii) spare parts inventory consisting of parts for
         which specific, firm purchase orders exist; and (iii) furnace supply
         inventory consisting of parts of standard manufacture and not
         specialized for the Borrower's business, to the extent the same such
         inventory is held by the Borrower for sale in the ordinary course of
         business, valued at the lowest of the Borrower's net purchase cost or
         net manufacturing cost, any ceiling prices which may be established by
         any Law of any Governmental Authority or prevailing market value,
         excluding, however, any Inventory which consists of:


                    (a) any goods located outside of the United States,

                    (b) any goods located outside of a state in which the Lender
         has properly and unavoidably perfected its security interests by filing
         in that state, free and clear of all other Liens,

                    (c) any goods not in the actual possession of the Borrower,
         except to the extent provided in subsection (d) below,

                    (d) any goods in the possession of a bailee, warehouseman,
         consignee or similar third party, except to the extent that such
         bailee, warehouseman, consignee or similar third party has entered into
         an agreement with the Lender in which such bailee, warehouseman,
         consignee or similar third party consents and agrees to the Lender's
         Lien on such goods and to such other terms and conditions as may be
         required by the Lender, PROVIDED, HOWEVER, that, so long as the
         Borrower is using its continuing reasonable efforts to obtain such a
         waiver from its landlord at Ampointe Industrial Complex, Perrysburg,
         Ohio 43551, the inventory at that location shall not be excluded from
         the "Eligible Inventory" on account of this clause (d),

                    (e) any goods located on premises leased or rented to the
         Borrower or otherwise not owned by the Borrower, unless the Lender has
         received a waiver and consent from the lessor, landlord and/or owner,
         in form and substance satisfactory to the Lender and from any mortgagee
         of such lessor, landlord or owner to the extent required by the Lender,

                    (f) any goods the sale or other disposition of which has
         given rise to a Receivable,

                    (g) any goods which fail to meet all standards and
         requirements imposed by any Governmental Authority over such goods,
         their production, storage, use or sale,

                    (h) work-in-process, supplies, displays, packaging and
         promotional materials,


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                (i) (1) any goods as to which the Lender determines in the
         reasonable exercise of its discretion at any time are not in good
         condition or are defective, unmerchantable or obsolete and (2) blank
         ceramic rolls that have not been sold for over two (2) years and other
         goods that have not been sold for over one (1) year, and

                    (j) any goods which the Lender in the reasonable exercise of
         its discretion has deemed to be ineligible because the Lender otherwise
         considers the collateral value to the Lender to be impaired or its
         ability to realize such value to be insecure.

                        "Eligible Progress Billing" means the collective
         reference to accounts of the Borrower arising with respect to the sale
         of (A) glass bending and tempering/annealing systems or (B) retrofits
         or component subsystems of such systems, all manufactured by the
         Borrower, such accounts consisting solely of progress billings due with
         respect to such systems, retrofits and subsystems that have been
         shipped to the Account Debtor, but not finally accepted by the Account
         Debtor.


                        "Eligible Receivable" and "Eligible Receivables" mean,
         at any time of determination thereof, the unpaid portion of each
         account (net of any returns, discounts, claims, credits, charges,
         accrued rebates or other allowances, offsets, deductions,
         counterclaims, disputes or other defenses and reduced by the aggregate
         amount of all reserves, limits and deductions reasonably established by
         the Lender) payable in United States Dollars by the Borrower, provided
         each account arises (i) following the completion of installation and
         demonstration of (A) glass bending and tempering/annealing systems or
         (B) retrofits or component subsystems of such systems, and all other
         requirements for final payment under the applicable contracts, (ii)
         from trade receivables arising from sales of inventory relating to or
         from service of machinery manufactured by the Borrower, or (iii) from
         Eligible Progress Billings and conforms and continues to conform to the
         following criteria to the reasonable satisfaction of the Lender:


                        (a) the account arose in the ordinary course of the
         Borrower's business from a bona fide outright sale of goods by the
         Borrower (except that in the case of Eligible Progress Billings, such
         sale may not be complete) or from services performed by the Borrower;


                        (b) the account is a valid, legally enforceable
         obligation of the Account Debtor and requires no further act on the
         part of any Person under any circumstances to make the account payable
         by the Account Debtor, although further performance will be required
         under contracts related to Eligible Progress Receivables;

                        (c) the account is based upon an enforceable order or
         contract, written or oral, for goods shipped or for services performed,
         and the same were shipped or performed in accordance with such order or
         contract,


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         although further performance will be required under contracts related
         to Eligible Progress Receivables;

                        (d) if the account arises from the sale of goods, the
         goods the sale of which gave rise to the account have been shipped or
         delivered to the Account Debtor on an absolute sale basis (although
         further performance will be required under contracts related to
         Eligible Progress Receivables) and not on a bill and hold sale basis, a
         consignment sale basis, a guaranteed sale basis, a sale or return
         basis, or on the basis of any other similar understanding;

                        (e) if the account arises from the performance of
         services, such services have been fully rendered and do not relate to
         any warranty claim or obligation;

                        (f) the account is evidenced by an invoice or other
         documentation in form acceptable to the Lender, dated no later than the
         date of shipment or performance and containing only terms normally
         offered by the Borrower;

                        (g) the amount shown on the books of the Borrower and on
         any invoice, certificate, schedule or statement delivered to the Lender
         is owing to the Borrower and no partial payment has been received
         unless reflected with that delivery;


                        (h) except with respect to the Account Debtors
         identified on Schedule 1.1 attached to and made a part of this
         Agreement, the account is not outstanding more than ninety (90) days
         from the date of the invoice therefor or past due more than sixty (60)
         days after its due date, which shall not be later than thirty (30) days
         after the invoice date;


                        (i) only with respect to the Account Debtors identified
         on Schedule 1.1 attached to and made a part of this Agreement, the
         account is not outstanding more than one hundred twenty (120) days from
         the date of the invoice therefor or past due more than ninety (90) days
         after its due date, which shall not be later than sixty (60) days after
         the invoice date;

                        (j) the account is not owing by any Account Debtor for
         which the Lender has, in accordance with this Agreement, deemed fifty
         percent (50%) or more of such Account Debtor's other accounts due to
         the Borrower to be non-Eligible Receivables;

                        (k) the account is not owing by an Account Debtor whose
         accounts owing to the Borrower in the aggregate exceed in the aggregate
         the credit limit determined by Lender in its reasonable discretion, but
         only to the extent such accounts exceed such limit;


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                        (l) the Account Debtor has not returned, rejected or
         refused to retain, or otherwise notified the Borrower of any dispute
         concerning, or claimed nonconformity of, any of the goods or services
         from the sale or furnishing of which the account arose;

                        m) the account is not subject to any present or
         contingent (and no facts exist which are the basis for any future)
         offset, claim, deduction or counterclaim, dispute or defense in law or
         equity on the part of such Account Debtor, or any claim for credits,
         allowances, or adjustments by the Account Debtor because of returned,
         inferior, or damaged goods or unsatisfactory services, or for any other
         reason including, without limitation, those arising on account of a
         breach of any express or implied representation or warranty;

                        (n) the Account Debtor is not a Subsidiary or Affiliate
         of the Borrower or an employee, officer, director or shareholder of the
         Borrower or any Subsidiary or Affiliate of the Borrower;

                        (o) except for the Account Debtors identified on
         SCHEDULE 1.1 or except to the extent the account is secured by a letter
         of credit that has been assigned to the Lender, is subject to a first
         Lien security interest in favor of the Lender, and is in the Lender's
         possession, the Account Debtor is not incorporated or primarily
         conducting business or otherwise located in any jurisdiction outside of
         the United States of America;

                        (p) as to which none of the following events has
         occurred with respect to the Account Debtor on such account: death or
         judicial declaration of incompetency of an Account Debtor who is an
         individual; the filing by or against the Account Debtor of a request or
         petition for liquidation, reorganization, arrangement, adjustment of
         debts, adjudication as a bankrupt, winding-up, or other relief under
         the bankruptcy, insolvency, or similar laws of the United States, any
         state or territory thereof, or any foreign jurisdiction, now or
         hereafter in effect; the making of any general assignment by the
         Account Debtor for the benefit of creditors; the appointment of a
         receiver or trustee for the Account Debtor or for any of the assets of
         the Account Debtor, including, without limitation, the appointment of
         or taking possession by a "custodian," as defined in the Federal
         Bankruptcy Code; the institution by or against the Account Debtor of
         any other type of insolvency proceeding (under the bankruptcy laws of
         the United States or otherwise) or of any formal or informal proceeding
         for the dissolution or liquidation of, settlement of claims against, or
         winding up of affairs of, the Account Debtor; the sale, assignment, or
         transfer of all or any material part of the assets of the Account
         Debtor; the nonpayment generally by the Account Debtor of its debts as
         they become due; or the cessation of the business of the Account Debtor
         as a going concern;

                        (q) the Account Debtor is not a Governmental Authority;


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                        (r) the Borrower is not indebted in any manner to the
         Account Debtor (as creditor, lessor, supplier or otherwise), with the
         exception of customary credits, adjustments and/or discounts given to
         an Account Debtor by the Borrower in the ordinary course of its
         business, although further performance will be required under contracts
         related to Eligible Progress Receivables;

                        (s) the account does not arise from services under or
         related to any warranty obligation of the Borrower or out of service
         charges, finance charges or other fees for the time value of money;

                        (t) the account is not evidenced by chattel paper or an
         instrument of any kind and is not secured by any letter of credit;

                        (u) the title of the Borrower to the account is absolute
         and is not subject to any prior assignment, claim, Lien, or security
         interest, except Permitted Liens;

                        (v) no bond or other undertaking by a guarantor or
         surety has been or is required to be obtained, supporting the
         Borrower's obligations in respect of the underlying contract;

                        (w) the Borrower has the full and unqualified right and
         power to assign and grant a security interest in, and Lien on, the
         account to the Lender as security and collateral for the payment of the
         Obligations;

                        (x) the account does not arise out of a contract with,
         or order from, an Account Debtor that, by its terms, forbids or makes
         void or unenforceable the assignment or grant of a security interest by
         the Borrower to the Lender of the account arising from such contract or
         order;

                        (y) the account is subject to a Lien in favor of the
         Lender, which Lien is perfected as to the account by the filing of
         financing statements and which Lien upon such filing constitutes a
         first priority security interest and Lien;


                        (z) the goods giving rise to the account were not, at
         the time of the sale thereof, subject to any Lien, except those in
         favor of the Lender;

                        (aa) except for Eligible Progress Billings, no part of
         the account represents a progress billing or a retainage;

                        (bb) the Lender in the good faith exercise of its
         discretion has not deemed the account ineligible because of uncertainty
         as to the creditworthiness of the Account Debtor or because the Lender
         otherwise considers the collateral value of such account to the Lender
         to be impaired or its ability to realize such value to be insecure; and


                        (cc) if the Account Debtor is located in a state
         requiring the filing of a Notice of Business Activities Report or
         similar report in order to


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         permit the Borrower to seek judicial enforcement in such state of
         payment of such Account, the Borrower has qualified to do business in
         such state or has filed a Notice of Business Activities Report or
         equivalent report for the then current year.

                           "Senior Liabilities" means for any period of
         determination thereof an amount equal to the total of the aggregate
         amount of all of the Obligations and other Liabilities other than the
         Senior Notes.


                           "Tangible Capital Funds" means for any date of
         determination thereof the total of Tangible Net Worth plus the
         outstanding principal balance of the Senior Notes.


                           "Tangible Net Worth" means as to the Borrower and its
         Subsidiaries at any date of determination thereof, the sum at such time
         of: Net Worth less the total of (a) all Assets which would be
         classified as intangible assets under GAAP consistently applied, (b)
         leasehold improvements, (c) applicable reserves, allowances and other
         similar properly deductible items to the extent such reserves,
         allowances and other similar properly deductible items have not been
         previously deducted by the Lender in the calculation of Net Worth, (d)
         any revaluation or other write-up in book value of assets subsequent to
         the date of the most recent financial statements delivered to the
         Lender, and (e) the amount of all loans and advances to, or investments
         in, any Person, excluding Cash Equivalents and deposit accounts
         maintained by the Borrower or its Subsidiaries with any financial
         institution.


         5. The third paragraph of Section 2.1.1 of the Financing Agreement is
hereby deleted in its entirety, and the following is substituted in its place:


                           During the Revolving Credit Commitment Period, the
         Lender agrees to make advances under the Revolving Loan requested by
         the Borrower from time to time provided that after giving effect to the
         Borrower's request, the outstanding principal balance of the Revolving
         Loan and of the Letter of Credit Obligations would not exceed the
         lesser of (a) the Revolving Credit Committed Amount, or (b) the then
         most current Borrowing Base.


         6. Section 2.1.2 of the Financing Agreement is hereby deleted in its
entirety, and the following is substituted in its place:


                           The Borrower may borrow, prepay and reborrow under
         the Revolving Credit Commitment on any Business Day. Advances under the
         Revolving Loan shall be deposited to a demand deposit account of the
         Borrower with the Lender (or an Affiliate of the Lender) or shall be
         otherwise applied as directed by the Borrower, which direction the
         Lender may require to be in writing. No later than noon (Baltimore
         time) on the date of the requested borrowing, the Borrower shall give
         the Lender oral or written notice (a "Loan Notice") of the amount and
         (if requested by the Lender) the purpose of the requested borrowing.
         Any oral Loan Notice shall be confirmed in writing by the Borrower
         within three (3)


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         Business Days after the making of the requested Revolving Loan. In
         addition, the Borrower hereby irrevocably authorizes the Lender at any
         time and from time to time, without further request from or notice to
         the Borrower, to make advances under the Revolving Loan, and to
         establish, without duplication, reserves against the Borrowing Base,
         which the Lender, in its reasonable discretion, deems necessary to
         cover debit balances in the Revolving Loan Account, principal of,
         and/or interest on, any Loan, any of the Obligations, and/or
         Enforcement Costs, prior to, on, or after the termination of other
         advances under this Agreement, regardless of whether the outstanding
         principal amount of the Revolving Loan which the Lender may make
         hereunder exceeds the Revolving Credit Committed Amount or the
         Borrowing Base.


         7. Section 2.1.6 (Early Termination Fee) of the Financing Agreement is
hereby deleted in its entirety without renumbering. References in the Financing
Agreement to the "Early Termination Fee" shall be of no further force or effect.


         8. The following are hereby added as new subsections to Section 2.1 of
the Financing Agreement:


                           2.1.7    BORROWING BASE.


                           As used in this Agreement, the term "Borrowing Base"
         means at any time, an amount equal to the aggregate of (a) eighty five
         percent (85%) of the amount of Eligible Receivables, PLUS (b) the
         lesser of $1,000,000 or twenty percent (20%) of the amount of Eligible
         Inventory, PLUS (c) eighty percent (80%) of the orderly liquidation
         value of Equipment; PLUS (d) one hundred percent (100%) of the forced
         liquidation value of the Mortgaged Property; PLUS (e) the lesser of
         $5,000,000 or twenty-five percent (25%) of the fair market value of the
         United States Patents subject to the duly recorded Assignment of
         Patents; MINUS (f) $150,000 times the number of the Borrower's fiscal
         quarters ending after September 30, 1999 and on or prior to the date of
         the computation of the Borrowing Base. The values described in clauses
         (c), (d) and (e) (the appraisal required by clause (e) having not yet
         been made) shall be determined by appraisals prepared for the Lender
         from time to time by appraisers satisfactory to the Lender and shall
         include, without limitation, information required by applicable law and
         regulation and by the internal policies of the Lenders and shall be
         subject to internal review by the Lender. At the time of any sale,
         other disposition or addition of Equipment with a fair market of
         $100,000 or more that changes the value used in computing clause (c)
         above, the Borrower shall so notify the Lender, identify the applicable
         Equipment and the orderly liquidation value thereof (which, in the case
         of additions, shall be accompanied by an appraisal meeting the
         requirements of the preceding sentence). The Lender shall thereupon
         adjust the amount applicable under clause (f) above pro rata based on
         the changes to Equipment and so notify the Borrower.


                           The Borrowing Base shall be computed based on the
         Borrowing Base Report most recently delivered to, and accepted by, the
         Lender in its reasonable discretion. In the event the Borrower shall
         fail to furnish a Borrowing


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         Base Report required by Section 2.1.8 (Borrowing Base Report), or in
         the event the Lender reasonably believes that a Borrowing Base Report
         is no longer accurate, the Lender may, in its sole and absolute
         discretion exercised from time to time and without limiting its other
         rights and remedies under this Agreement, continue, suspend the making
         of or limit advances under the Revolving Loan. The Borrowing Base shall
         be subject to reduction by the amount of any Receivable or any
         Inventory which was included in the Borrowing Base but which the Lender
         determines, in accordance with this Agreement, fails to meet the
         respective criteria applicable from time to time for Eligible
         Receivables or Eligible Inventory.


                           If at any time the total of the aggregate principal
         amount of the Revolving Loan and Outstanding Letter of Credit
         Obligations exceeds the Borrowing Base, a borrowing base deficiency
         ("Borrowing Base Deficiency") shall exist. Each time a Borrowing Base
         Deficiency exists, the Borrower, at the sole and absolute discretion of
         the Lender exercised from time to time, shall pay the Borrowing Base
         Deficiency ON DEMAND to the Lender.


                           2.1.8    BORROWING BASE REPORT.


                           The Borrower will furnish to the Lender a report of
         the Borrowing Base (each a "Borrowing Base Report"; collectively, the
         "Borrowing Base Reports") in the form required from time to time by the
         Lender, appropriately completed and duly signed, (x) no less frequently
         than MONTHLY (i) as of the last day of October, November and December,
         1999 and (ii) as of the last day of each other month during which any
         amount shall be outstanding under the Revolving Loans in excess of that
         permitted under the aggregate of clauses (c), (d), and (e) of the
         definition of "Borrowing Base," and, otherwise, no less frequently than
         QUARTERLY, and (y) at the time of requesting an advance under the
         Revolving Loans in excess of that permitted under the aggregate of
         clauses (c), (d), and (e) of the definition of "Borrowing Base" if no
         Borrowing Base Report has been furnished as of the end of the month
         preceding the month in which the advance is requested, and (z) at such
         other times as may be reasonably requested by the Lender. The Borrowing
         Base Report shall contain the amount and payments on the Receivables,
         the value of Inventory, other property components included in the
         definition of "Borrowing Base" and the calculations of the Borrowing
         Base, all in such detail, and accompanied by such supporting and other
         information, as the Lender may from time to time reasonably request.
         Upon the Lender's reasonable request upon the creation of any
         Receivables or at such other intervals as the Lender may reasonably
         require, the Borrower will provide the Lender with: (a) confirmatory
         assignment schedules; (b) copies of Account Debtor invoices; (c)
         evidence of shipment or delivery; and (d) such further schedules,
         documents and/or information regarding any of the Receivables and the
         Inventory as the Lender may reasonably require. The items to be
         provided under this subsection shall be in form satisfactory to the
         Lender, certified as true and correct by a Responsible Officer (or by
         any other officers or employees of the Borrower whom a Responsible
         Officer from time to time authorizes in writing to do so), and


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         delivered to the Lender from time to time solely for the Lender's
         convenience in maintaining records of the Collateral. The failure of
         the Borrower to deliver any such items to the Lender shall not affect,
         terminate, modify, or otherwise limit the Liens of the Lender on the
         Collateral.


                           2.1.9    MANDATORY PREPAYMENTS OF REVOLVING LOAN.


                           The Borrower shall make the mandatory prepayments
         (each a "Revolving Loan Mandatory Prepayment" and collectively, the
         "Revolving Loan Mandatory Prepayments") of the Revolving Loan at any
         time and from time to time in such amounts requested by the Lender
         pursuant to Section 2.1.7 (Borrowing Base) of this Agreement in order
         to cover any Borrowing Base Deficiency.


         9. Section 2.2.1 of the Financing Agreement is hereby deleted in its
entirety, and the following is substituted in its place:


                           Subject to and upon the provisions of this Agreement,
         and as a part of the Revolving Credit Commitment, the Borrower may,
         upon the prior approval of the Lender, obtain standby letters of credit
         (as the same may from time to time be amended, supplemented or
         otherwise modified, each a "Letter of Credit" and collectively the
         "Letters of Credit") from the Lender from time to time from the Closing
         Date until the Business Day preceding the Revolving Credit Termination
         Date. The Borrower will not be entitled to obtain a Letter of Credit
         hereunder unless (a) after giving effect to the request, the
         outstanding principal balance of the Revolving Loan and of the Letter
         of Credit Obligations would not exceed the lesser of (i) the Revolving
         Credit Committed Amount, or (ii) the most current Borrowing Base and
         (b) the sum of the aggregate face amount of the then outstanding
         Letters of Credit (including the face amount of the requested Letter of
         Credit) does not exceed Five Million Dollars ($5,000,000).


         10. Section 2.2.2 of the Financing Agreement is hereby deleted in its
entirety, and the following is substituted in its place:


                           2.2.2 LETTER OF CREDIT FEES. At the opening of each
         Letter of Credit, there shall be due from the Borrower to the Lender, a
         letter of credit fee (each a "Letter of Credit Fee" and collectively
         the "Letter of Credit Fees") in an amount equal to 200 basis points per
         annum of the amount of the Letter of Credit, based on a term beginning
         with the date of issuance and ending on the expiration date of the
         Letter of Credit. Such Letter of Credit Fees shall be paid quarterly,
         in arrears, on the last day of each March, June, September and
         December. In addition, the Borrower shall pay to the Lender any and all
         additional issuance, negotiation, processing, transfer or other fees to
         the extent and as and when required by the provisions of any Letter of
         Credit Agreement, which shall be no greater than the fees therefor
         customarily charged by the Lender; such additional fees are included in
         and a part of the "Fees" payable by the Borrower under the provisions
         of this Agreement.


                                      -11-
<PAGE>   12



         11. Section 2.3.1(c) of the Financing Agreement is hereby deleted in
its entirety, and the following is substituted in its place:


                           (c) The Applicable Margin for (i) LIBOR Loans shall
         be 250 basis points per annum, and (ii) Base Rate Loans shall be 50
         basis points per annum.


         12. Section 2.3.5 of the Financing Agreement is hereby deleted in its
entirety, and the following is substituted in its place:


                           2.3.5    PAYMENT OF INTEREST.


                           (a) Unpaid and accrued interest on any advance of the
         Revolving Loan which consists of a Base Rate Loan shall be paid
         monthly, in arrears, on the first day of each calendar month,
         commencing on the first such date after the date of this Agreement, and
         on the first day of each calendar month thereafter, and at maturity
         (whether by acceleration, declaration, extension or otherwise).


                           (b) Unpaid and accrued interest on any LIBOR Loan
         shall be paid (i) monthly, in arrears, on the first day of each
         calendar month, commencing October 1, 1999, and (ii) on the last
         Business Day of each Interest Period for such LIBOR Loan and at
         maturity (whether by acceleration, declaration, extension or
         otherwise); provided, however that any and all unpaid and accrued
         interest on any LIBOR Loan prepaid prior to expiration of the then
         current Interest Period for such LIBOR Loan shall be paid immediately
         upon prepayment.


         13. The following is hereby added to the Financing Agreement as new
Section 4.1.25:


                           4.1.25   COMPLIANCE WITH ELIGIBILITY STANDARDS.


                           To the best of the Borrower's knowledge, each
         Account, all Inventory and all other property components included in
         the calculation of the Borrowing Base meet and comply with all of the
         standards for Eligible Receivables, Eligible Inventory and such other
         components. With respect to those Accounts which the Lender has deemed
         Eligible Receivables to the best of the Borrower's knowledge, (a) there
         are no facts, events or occurrences which in any way impair the
         validity, collectibility or enforceability thereof or tend to reduce
         the amount payable thereunder; and (b) there are no proceedings or
         actions known to the Borrower which are threatened or pending against
         any Account Debtor which might result in any material adverse change in
         the Borrowing Base.


         14. The following is hereby added to the Financing Agreement as new
Section 5.2.5:


                           5.2.5    BORROWING BASE.


                           The Borrower shall have furnished all Borrowing Base
         Reports required by Section 2.1.8 (Borrowing Base Report), there shall
         exist no Borrowing Base Deficiency, and as evidence thereof, the
         Borrower shall have furnished to the Lender such reports, schedules,
         certificates, records and other


                                      -12-
<PAGE>   13

         papers as may be reasonably requested by the Lender, and the Borrower
         shall be in compliance with the provisions of Section 2.1.8 (Borrowing
         Base Report) both immediately before and immediately after the making
         of the advance requested.


         15. Subsections (c) and (d) of Section 6.1.1 of the Financing Agreement
are hereby deleted in its entirety, and the following is substituted in their
place:


                           (c) MONTHLY STATEMENTS AND CERTIFICATES. The Borrower
         shall furnish to the Lender as soon as available, but in no event more
         than forty-five (45) days after the end of each month that is also the
         end of a fiscal quarter and not more than thirty (30) days after the
         end of each other month, a financial statement in reasonable detail
         satisfactory to the Lender relating to the Borrower and its
         Subsidiaries, prepared in accordance with GAAP, which financial
         statement shall include a consolidated balance sheet of the Borrower
         and its Subsidiaries, as of the end of such month and consolidated
         statements of income, cash flows and changes in shareholders equity of
         the Borrower and its Subsidiaries for such month, and (ii) a Compliance
         Certificate, in substantially the form attached to this Agreement as
         EXHIBIT C, containing a detailed computation of each financial covenant
         which is tested at the end of the period reported and a certification
         that no material change has occurred to the information contained in
         the Collateral Disclosure List (except as set forth on any schedule
         attached to the certification), all as prepared and certified by a
         Responsible Officer of the Borrower and accompanied by a certificate of
         that officer stating whether any event has occurred which constitutes a
         Default or an Event of Default hereunder, and, if so, stating the facts
         with respect thereto.

                           (d) OTHER MONTHLY REPORTS. The Borrower shall furnish
         to the Lender within thirty (30) days after the end of each month, a
         report containing the following information:

                           (i) a summary aging schedule of all Receivables by
                  Account Debtor, and accompanied by such supporting information
                  as the Lender may from time to time reasonably request;

                           (ii) a summary aging of all accounts payable;

                           (iii) a listing of all Inventory by component and
                  category, in such detail, and accompanied by such supporting
                  information as the Lender may from time to time reasonably
                  request; and

                           (iv) such other information as the Lender may
                  reasonably request.


         16. Section 6.1.15 of the Financing Agreement is hereby deleted in its
entirety, and the following is substituted in its place:


                           6.1.15   FINANCIAL COVENANTS.



                                      -13-
<PAGE>   14


                           (a) FIXED CHARGE COVERAGE RATIO. The Borrower will
         maintain, tested for each four (4) quarter period ending as of the last
         day of each of the Borrower's fiscal quarters commencing June 30, 1999,
         a Fixed Charge Coverage Ratio of not less than the following:


-------------------------------------------------------------------------------
              Period Ending                               Ratio
-------------------------------------------------------------------------------
              June 30, 1999                            0.82 to 1.0
-------------------------------------------------------------------------------
           September 30, 1999                          0.55 to 1.0
-------------------------------------------------------------------------------
            December 31, 1999                          0.53 to 1.0
-------------------------------------------------------------------------------
             March 31, 2000                            0.62 to 1.0
-------------------------------------------------------------------------------
              June 30, 2000                            0.81 to 1.0
-------------------------------------------------------------------------------
    September 30, 2000 and thereafter                  1.00 to 1.0
-------------------------------------------------------------------------------


                           (b) SENIOR LIABILITIES TO TANGIBLE CAPITAL FUNDS. The
         Borrower will maintain, tested as of the last day of each of the
         Borrower's fiscal quarters commencing June 30, 1999, a ratio of Senior
         Liabilities to Tangible Capital Funds of not more than the following:

-------------------------------------------------------------------------------
              Period Ending                               Ratio
-------------------------------------------------------------------------------
              June 30, 1999                            1.70 to 1.0
-------------------------------------------------------------------------------
           September 30, 1999                          1.60 to 1.0
-------------------------------------------------------------------------------
            December 31, 1999                          2.24 to 1.0
-------------------------------------------------------------------------------
       March 31 and June 30, 2000                      2.00 to 1.0
-------------------------------------------------------------------------------
   September 30 and December 31, 2000;                 1.90 to 1.0
       March 31 and June 30, 2001
-------------------------------------------------------------------------------
    September 30, 2001 and thereafter                  1.35 to 1.0
-------------------------------------------------------------------------------

         17. Notwithstanding any other provision of this Agreement, the Borrower
acknowledges and agrees that the Lender shall have no obligation at any time to
include in the Borrowing Base any Patents unless and until the Assignment of
Patents has been recorded.

         18. The Borrower shall pay at the time this Agreement is executed and
delivered all fees, commissions, costs, charges, taxes and other expenses
incurred by the Lender and its counsel in connection with this Agreement,
including, but not limited to, reasonable fees and expenses of the Lender's
counsel and all recording fees, taxes and charges.

         19. This Agreement may be executed in any number of duplicate originals
or counterparts, each of such duplicate originals or counterparts shall be
deemed to be an original


                                      -14-
<PAGE>   15

and taken together shall constitute but one and the same instrument. The parties
agree that their respective signatures may be delivered by facsimile. Any party
which chooses to deliver its signature by facsimile agrees to provide a
counterpart of this Agreement with its inked signature promptly to each other
party.


         IN WITNESS WHEREOF, the Borrower and the Lender have executed this
Agreement under seal as of the date and year first written above.
<TABLE>
<CAPTION>
<S>                                          <C>
WITNESS:                                     BANK OF AMERICA, NATIONAL ASSOCIATION, formerly
                                             "NationsBank, N.A."



  /s/ Cherilyn Sauers                        By:    /s/ Melba B. Quizon   (SEAL)
------------------------------               -----------------------------------
                                                  Name: Melba B. Quizon
                                                  Title Vice President

WITNESS:                                     GLASSTECH, INC.



  /s/ Kenneth H. Wetmore                     By:    /s/ Diane S. Tymiak   (SEAL)
------------------------------               -----------------------------------
                                                  Name: Diane S.Tymiak
                                                  Title: Vice President,
                                                         Treasurer and Chief
                                                         Financial Officer
</TABLE>


                                      -15-
<PAGE>   16


                                  Schedule 1.1

         The Account Debtors referred to in the clauses (h), (i) and (o) of the
definition of "Eligible Receivables" are:

                          Asahi Glass Group
                          Central Glass Group
                          Compaigne de Saint-Gobain Group
                          DaimlerChrysler Group
                          Ford Motor Company Group
                          *Guardian Glass Group
                          *Hankuk Glass Group
                          *Keumkang Chemical Group
                          Nippon Sheet Glass Group
                          PPG Industries Group
                          Pilkington Group

provided, however, that an Account Debtor with an "*" by its name shall not
qualify for the exceptions under clauses (h), (i) and (o) of the definition of
"Eligible Receivables" until the Lender completes its due diligence for that
Account Debtor.


                                      -16-
<PAGE>   17


                                    EXHIBIT C

                             COMPLIANCE CERTIFICATE
                             ----------------------
                           (QUARTER END AND YEAR END)


         THIS CERTIFICATE is made as of __________________, _________, by
GLASSTECH, INC., a corporation organized under the laws of Delaware (the
"Borrower"), BANK OF AMERICA, NATIONAL ASSOCIATION, a national banking
association (the "Lender"), formerly "NationsBank, N.A.," pursuant to Section
6.1.1(c) of the Financing and Security Agreement dated October 29, 1997, (as
amended by (i) that certain First Amendment to Financing and Security Agreement
dated as of October 29, 1997, (ii) that certain Second Amendment to Financing
and Security Agreement dated as of December 31, 1998, and (iii) Third Amendment
to Financing and Security Agreement dated June 29, 1999, and as amended,
modified, restated, substituted, extended and renewed at any time and from time
to time, the "Financing Agreement") by and between the Borrower and the Lender.


         I, ____________________, hereby certify that I am the ______________ of
the Borrower and am a Responsible Officer (as that term is defined in the
Financing Agreement) authorized to certify to the Lender on behalf the Borrower
as follows:


         1. This Certificate is given to induce the Lender to make advances to
the Borrower under the Financing Agreement.


         2. This Certificate accompanies the _____________ financial statements
for the period ended ___________________, ____ (the "Current Financials") which
the Borrower is furnishing to the Lender pursuant to Section 6.1.1(__) of the
Financing Agreement. The Current Financials have been prepared in accordance
with GAAP (as that term is defined in the Financing Agreement).


         3. As required by Section 6.1.1(__) of the Financing Agreement, I have
set forth on Schedule 1 a detailed computation of each financial covenant in
Financing Agreement.


         4. No change has occurred to the information contained in the
Collateral Disclosure List except as set forth on Schedule 2 to this
Certificate. By way of example and not limitation, the Collateral Disclosure
List, together with Schedule 2, contains a listing of all of the Borrower's
Patents, Trademarks, Copyrights (as those terms are defined in the Financing
Agreement), all locations (owned, leased, warehouses or otherwise) where any
Collateral (as that term is defined in the Financing Agreement) is located, all
Subsidiaries (as that term is defined in the Financing Agreement).


         5. As of the date hereof, there exists no Default or Event of Default,
as defined in the Article 7 of the Financing Agreement, nor any event which,
upon notice or the lapse of time, or both, would constitute such an Event of
Default.


         6. On the date hereof, the representations and warranties contained in
Article 4 of the Financing Agreement are true with the same effect as though
such representations and warranties had been made on the date hereof, except
that the representations and warranties which relate to


                                      -17-
<PAGE>   18

financial statements which are referred to in Section 4.1.11 of the Financing
Agreement, shall also be deemed to cover financial statements furnished from
time to time to the Lender pursuant to Section 6.1.1 (Financial Statements) of
the Financing Agreement.


         WITNESS my signature this _____ day of ____________, _______.



                                     ------------------------------
                                     Name:
                                     Title:


                                      -18-
<PAGE>   19


                                    EXHIBIT C

                             COMPLIANCE CERTIFICATE
                                    (MONTHLY)

         THIS CERTIFICATE is made as of __________________, _________, by
GLASSTECH, INC., a corporation organized under the laws of Delaware (the
"Borrower"), BANK OF AMERICA, NATIONAL ASSOCIATION, a national banking
association (the "Lender"), formerly "NationsBank, N.A.," pursuant to Section
6.1.1(c) of the Financing and Security Agreement dated October 29, 1997, (as
amended by (i) that certain First Amendment to Financing and Security Agreement
dated as of October 29, 1997, (ii) that certain Second Amendment to Financing
and Security Agreement dated as of December 31, 1998, and (iii) Third Amendment
to Financing and Security Agreement dated June 29, 1999, and as amended,
modified, restated, substituted, extended and renewed at any time and from time
to time, the "Financing Agreement") by and between the Borrower and the Lender.


         I, ____________________, hereby certify that I am the ______________ of
the Borrower and am a Responsible Officer (as that term is defined in the
Financing Agreement) authorized to certify to the Lender on behalf the Borrower
as follows:


         1. This Certificate is given to induce the Lender to make advances to
the Borrower under the Financing Agreement.


         2. This Certificate accompanies the monthly financial statements for
the period ended ___________________, ____ (the "Current Financials") which the
Borrower is furnishing to the Lender pursuant to Section 6.1.1(c) of the
Financing Agreement. The Current Financials have been prepared in accordance
with GAAP (as that term is defined in the Financing Agreement).


         3. No material change has occurred to the information contained in the
Collateral Disclosure List except as set forth on Schedule 2 to this
Certificate.


         4. As of the date hereof, there exists no Default or Event of Default,
as defined in the Article 7 of the Financing Agreement, nor any event which,
upon notice or the lapse of time, or both, would constitute such an Event of
Default.


         5. On the date hereof, the representations and warranties contained in
Article 4 of the Financing Agreement are true with the same effect as though
such representations and warranties had been made on the date hereof, except
that the representations and warranties which relate to financial statements
which are referred to in Section 4.1.11 of the Financing Agreement, shall also
be deemed to cover financial statements furnished from time to time to the
Lender pursuant to Section 6.1.1 (Financial Statements) of the Financing
Agreement.


                                      -19-
<PAGE>   20

         WITNESS my signature this _____ day of ____________, _______.



                                           ------------------------------
                                           Name:
                                           Title:




                                      -20-