<PAGE>


                                AMENDMENT NO. 2 TO
                           LOAN AND SECURITY AGREEMENT
                                
                              SABEL INDUSTRIES, INC.
                              749 North Court Street
                             Montgomery, Alabama 36102


                                   July 3, 1996


Congress Financial Corporation
1133 Avenue of the Americas
New York, New York 10036

Gentlemen:

     Congress Financial Corporation ("Lender") and Magnesium Corporation of 
America ("Borrower") have entered into certain financing arrangements 
pursuant to the Loan and Security Agreement, dated as of August 4, 1993, 
between Lender and Borrower, as previously amended pursuant to Amendment No. 
1 to Loan and Security Agreement, dated January 31, 1996 (the "Amendment No. 
1"), between Lender and Borrower (as amended hereby and as the same may be 
further amended, modified, supplemented, extended, renewed, restated or 
replaced, the "Loan Agreement", and together with all agreements, documents 
and instruments at any time executed and/or delivered in connection therewith 
or related thereto, collectively, the "Financing Agreements").  All 
capitalized terms used herein shall have the meaning assigned thereto in the 
other Financing Agreements, unless otherwise defined herein.

     Renco Metals, Inc., owner of all of the issued and outstanding shares of 
common stock of Borrower ("Renco Metals"), is purchasing up to all of the 
Existing Senior Notes (as defined below) pursuant to the Tender Offer (as 
defined below) as described in the Tender Offer Agreements (as defined 
below); 

     Renco Metals is also issuing $150,000,000 of the New RMI Notes (as 
defined below), which will be guaranteed by Borrower and Magnesium 
Corporation of America, a wholly owned subsidiary of Renco Metals 
("Magcorp"), and some of the proceeds of such notes are to be used by Renco 
Metals to repurchase up to all of the Existing Senior Notes pursuant to the 
Tender Offer; 

     Borrower has requested that Lender, among other things, (a) consent to 
the purchase by Renco Metals of the Existing Senior Notes tendered for such 
purchase pursuant to the Tender Offer, (b) permit Borrower to execute and 
deliver the unsecured guarantee by Borrower of the indebtedness of Renco 
Metals evidenced by the New RMI Notes, (c) agree to amend certain 

<PAGE>

provisions of the Loan Agreement to permit the foregoing transactions and (d) 
agree to extend the term of the Financing Agreements and further amend the 
Loan Agreement, and Lender is willing to consent to such purchase of the 
Existing Senior Notes, permit such unsecured guarantee, and agree to such an 
extension to the Financing Agreements and to such amendments to the Loan 
Agreement, subject to the terms and conditions contained herein.  By this 
Amendment, Lender and Borrower desire and intend to evidence such amendments.

     In consideration of the foregoing, and other good and valuable 
consideration, and the respective agreements and covenants contained herein, 
the parties hereto agree as follows:

     1.   DEFINITIONS.

          (a)  ADDITIONAL DEFINITIONS.  As used herein, the following terms 
shall have the respective meanings given to them below and the Loan Agreement 
shall be deemed and is hereby amended to include, in addition and not in 
limitation, each of the following definitions:

               (i)  "NEW RMI INDENTURE" shall mean the Indenture, dated as of 
July 1, 1996, by and among Renco Metals, as obligor, Borrower and Magcorp, as 
guarantors, and Fleet National Bank, as Indenture Trustee with respect to the 
New RMI Notes, as the same now exists or may hereafter be amended, modified, 
supplemented, extended, renewed, restated or replaced.  

               (ii) "NEW RMI NOTES" shall mean the 11.5% Senior Notes due 
2003 issued by Renco Metals pursuant to the New RMI Indenture in the 
aggregate principal amount of $150,000,000, as the same now exists or may 
hereafter be amended, modified, supplemented, extended, renewed, restated or 
replaced.

               (iii) "TENDER OFFER" shall mean the offer by Renco Metals to 
purchase for cash up to all of the Existing Senior Notes at a price of 
112.75% of the aggregate principal amount thereof, plus accrued and unpaid 
interest, pursuant to the Tender Offer Agreements.

               (iv) "TENDER OFFER AGREEMENTS" shall mean, individually and 
collectively, the Offer to Purchase and Consent Solicitation Statement, dated 
May 24, 1996, as amended on June 18, 1996, with respect to the repurchase by 
Renco Metals of the Existing Senior Notes, and all other agreements, 
documents and instruments related thereto, as the same now exists or may 
hereafter be amended, modified, supplemented, extended, renewed, restated or 
replaced.

               (v)  "EXISTING SENIOR NOTES" shall mean the 12% Senior Notes 
due 2000, issued by Renco Metals, dated as of 

                                       - 2 -
<PAGE>

August 4, 1993, pursuant to the Existing Indenture payable to the order of 
the holders thereof in the original principal amount of $75,000,000, on the 
terms and conditions set forth in Exhibit A to the Loan Agreement, as the 
same now exists or may hereafter be amended, modified, supplemented, 
extended, renewed, restated or replaced.

               (vi) "EXISTING INDENTURE" shall mean the Indenture, dated as 
of August 1, 1993, by and among Renco Metals, as obligor, Borrower and 
Magnesium Corporation of America, as guarantors, and Shawmut Bank Connecticut 
National Association, as indenture trustee with respect to the Existing 
Senior Notes, and the Supplemental Indenture, dated July 1, 1996 (the 
"Supplemental Indenture"), as the same now exist or may hereafter be amended, 
modified, supplemented, extended, renewed, restated or replaced.

          (b)  AMENDMENTS TO DEFINITIONS.

               (i)  All references to the term "Senior Notes" in the Loan 
Agreement and in any of the other Financing Agreements shall be deemed and 
each such reference is hereby amended to mean the "Existing Senior Notes" as 
such term is defined herein.

               (ii) All references to the term "Indenture" in the Loan 
Agreement and in any of the other Financing Agreements shall be deemed and 
each such reference is hereby amended to mean the "Existing Indenture" as 
such term is defined herein.

               (iii) Sections 1.22 and 1.43 of the Loan Agreement, are hereby 
deleted in their entirety and the following substituted therefor: 
"[Intentionally omitted]".

          (c)  INTERPRETATION.  For purposes of this Amendment, unless 
otherwise defined herein, all terms used herein, including, but not limited 
to, those terms used and/or defined in the recitals hereto, shall have the 
respective meanings assigned thereto in the Loan Agreement.

     2.   CONSENTS.  Subject to the terms and conditions contained herein, 
Lender hereby consents to: (a) the purchase by Renco Metals of up to all of 
the Existing Senior Notes pursuant to the Tender Offer and (b) the amendment 
to the Existing Indenture as set forth in the Supplemental Indenture.

     3.   INTEREST RATE.  All references in Section 1.23 of the Loan 
Agreement to "one and three-quarter percent (1 3/4%) per annum" and "three 
and three-quarter (3-3/4%) percent per annum" are each hereby deleted and the 
following substituted therefor: "one (1%) percent per annum" and "three (3%) 
percent per annum", respectively.

                                      - 3 -
<PAGE>

     4.  MAXIMUM CREDIT.  Section 1.32 of the Loan Agreement is hereby 
deleted in its entirety and the following substituted therefor: 

          "1.32 "Maximum Credit" shall mean $7,000,000."

     5.  INVENTORY ADVANCE RATE.  Section 2.1(a)(ii) of the Loan Agreement is 
hereby deleted in its entirety and the following substituted therefor:

          "(ii) fifty (50%) percent of the Value of Eligible Inventory (or 
          such greater or lesser percentage thereof as Lender may determine 
          from time to time).

     6.  INVENTORY SUBLIMIT.  Section 2.1(b) of the Loan Agreement is hereby 
deleted in its entirety and the following substituted therefor:

          "(b) Notwithstanding anything to the contrary contained herein or 
          in any of the other Financing Agreements, except in Lender's 
          discretion, the aggregate unpaid principal amount of the Loans 
          outstanding at any time based on Eligible Inventory, regardless of
          the amounts of such Eligible Inventory, shall not exceed $3,500,000."

     7.  Letter of Credit Accommodations.

          (a)  Section 2.2(b)(i) of the Loan Agreement is hereby deleted in 
its entirety and the following substituted therefor:

          "(i) additional Loans pursuant to the Lending Formulas, lending 
          sublimits set forth in Sections 2.1(b) and 2.1(f) and the Maximum 
          Credit, shall be available to Borrower on the date of, and after 
          giving effect to, the proposed issuance of the Letter of Credit 
          Accommodation as follows:  (A) if the proposed Letter of Credit 
          Accommodation is for the purpose of purchasing Eligible Inventory,
          then in an amount equal to (1) fifty (50%) percent multiplied by 
          the Value of such Eligible Inventory, plus (2) the freight, duty 
          and other amounts which Lender estimates, in its discretion, must 
          be paid for or in connection with such Inventory upon arrival or 
          for delivery to Borrower and (B) if the proposed Letter of Credit
          Accommodation is for any other purpose, then one hundred (100%) 
          percent of the amount thereof;"

          (b)  Section 2.2(d) of the Loan Agreement is hereby deleted in its 
entirety and the following substituted therefor:

                                       - 4 -
<PAGE>

          "(d) Except in Lender's discretion, the aggregate maximum amount 
          of Loans which might otherwise be made available to Borrower by 
          Lender pursuant to the Lending Formulas, the lending sublimits 
          set forth in Sections 2.1(b) and 2.1(f) and the Maximum Credit, 
          shall be reduced from time to time as follows:  (i) as to Letter 
          of Credit Accommodations for the purpose of purchasing Eligible 
          Inventory, by an amount equal to:  (A) fifty (50%) percent 
          multiplied by the Value of Eligible Inventory to be purchased 
          with such Letter of Credit Accommodation, plus (B) the freight, 
          duty and other amounts which Lender estimates, in its discretion,
          must be paid for or in connection with such Inventory upon 
          arrival or for delivery to Borrower and (ii) as to Letter of 
          Credit Accommodations for any other purpose, one hundred (100%) 
          percent of the then outstanding aggregate amount thereof and all 
          other commitments and obligations made or incurred by Lender with 
          respect thereto."

          (c)  The reference in Section 2.2(e) of the Loan Agreement to 
"three (3%) percent per annum" is hereby deleted and the following 
substituted therefor: "one and one-half (1 1/2%) percent per annum".

     8.  UNUSED LINE FEE.  The reference in Section 2.5(a) of the Loan 
Agreement to the "Maximum Credit" is hereby deleted and the following 
substituted therefor: "$5,000,000".

     9.   Section 6.3(f) of the Loan Agreement is hereby deleted in its 
entirety and the following substituted therefor:

          "(f) Indebtedness of Borrower in respect of Capitalized 
          Lease Obligations incurred in the ordinary course of 
          business;" 

     10.  GUARANTEES.

          (a)  Section 6.5(c) of the Loan Agreement is hereby deleted in its 
entirety and the following substituted therefore:

               "(c) the unsecured guarantee by Borrower of the Indebtedness
               of Renco Metals evidenced by the Existing Senior Notes (as 
               in effect on the date hereof) in an aggregate principal 
               amount equal to the sum of $75,000,000 minus the aggregate 
               principal amount of Existing Senior Notes purchased by Renco
               Metals in the Tender Offer pursuant to the terms of the 
               Tender Offer Agreements; PROVIDED, THAT: (i) Borrower shall 
               not, directly or indirectly, (a) amend, modify, alter or 
               change the terms 

                                        - 5 -
<PAGE>

               of such guarantee or consent to any of the same as to 
               the Existing Senior Notes or any agreements, documents 
               or instruments executed and/or delivered in connection 
               therewith, including, but not limited to, the 
               Existing Indenture, or (b) except as permitted under 
               Section 6.6(h), redeem, retire, defease, purchase or 
               otherwise acquire such indebtedness prior to its stated 
               maturity, or set aside or otherwise deposit or invest any 
               sums for such purpose, and (ii) Borrower shall furnish to 
               Lender all notices, demands or other material either received
               from any of the holders of the Existing Senior Notes or 
               any representative of the holders (including, but not limited
               to, the trustee), promptly after receipt thereof, or sent by 
               Borrower, or on its behalf, to any of the holders or 
               the Existing Senior Notes, or any representative of the 
               holders (including, but not limited to, the trustee) 
               concurrently with the sending thereof, as the case may 
               be;"

          (b)  Section 6.5 of the Loan Agreement is hereby amended by adding 
the following new Section (h) immediately after Section 6.5(g) thereof:

               "(h) the unsecured guarantee by Borrower of the Indebtedness
               of Renco Metals evidenced by the New RMI Notes (as in effect
               on the date hereof); PROVIDED, THAT: (i) Borrower shall 
               not, directly or indirectly, (a) amend, modify, alter or 
               change the terms of such guarantee or consent to any of 
               the same as to the New RMI Notes or any agreements, 
               documents or instruments executed and/or delivered in 
               connection therewith, including, but not limited to, the 
               New RMI Indenture, or (b) except as permitted under 
               Section 6.6(h), redeem, retire, defease, purchase or 
               otherwise acquire such indebtedness prior to its stated 
               maturity, or set aside or otherwise deposit or invest any 
               sums for such purpose, and (ii) Borrower shall furnish to 
               Lender all notices, demands or other material either 
               received from any of the holders of the New RMI Notes or 
               any representative of such holders, including, but not 
               limited to, the trustee), promptly after receipt thereof, 
               or sent by Borrower, or on its behalf, to any of the holders
               of the New RMI Notes, or any 

                                        - 6 -
<PAGE>

               representative of such holders (including, but not limited to, 
               the trustee) concurrently with the sending thereof, as the case 
               may be;"

     11.  TRANSACTIONS WITH AFFILIATES.

          (a)  Section 6.6(f) of the Loan Agreement is hereby deleted in its 
entirety and the following substituted therefor:

               "(f) Borrower may make payments to or on behalf of 
               Renco Metals; PROVIDED, THAT, (i) all proceeds of each 
               such payment by Borrower to or on behalf of Renco Metals 
               shall be used to pay the regularly scheduled interest due 
               and payable within six (6) months of the date of such 
               payment under the terms of the Existing Senior Notes (as 
               in effect on the date hereof), (ii) the amount of each 
               such payment by Borrower to or on behalf of Renco Metals 
               shall not exceed an amount equal to: (A) the amount of 
               the regularly scheduled payments of interest under the 
               Existing Senior Notes (as in effect on the date hereof) 
               due and payable within six (6) months of the date of such 
               payment by Borrower to or on behalf of Renco Metals MINUS 
               (B) any amounts paid by Magcorp to or on behalf of Renco 
               Metals in respect of such interest then due, and (iii) no 
               Event of Default, or act, condition or event which with 
               notice or passage of time or both would constitute an 
               Event of Default shall have occurred and be continuing at 
               the time of or after giving effect to the payment of any 
               such amounts".
               
          (b)  Section 6.6 of the Loan Agreement is hereby amended by adding
the following new Sections (g) and (h) immediately after Section 6.6(f) 
thereof:

               "(g) Borrower may make payments to or on behalf of 
               Renco Metals; PROVIDED, THAT, (i) all proceeds of each 
               such payment by Borrower to or on behalf of Renco Metals 
               shall be used to pay the regularly scheduled interest due 
               and payable within six (6) months of the date of such 
               payment under the terms of the New RMI Notes (as in 
               effect on the date hereof), (ii) the amount of each such 
               payment by Borrower to or on behalf of Renco Metals shall 
               not exceed an amount equal to: (A) the amount of the 
               regularly scheduled payments of interest under the New 
               RMI Notes (as in effect on the date hereof) due and 
               payable within six (6) months of the date of such payment 
               by Borrower to or on behalf of Renco Metals MINUS (B) any 
               amounts paid by Magcorp 
               
                                         - 7 -
<PAGE>

               to or on behalf of Renco Metals in respect of such 
               interest then due, and (iii) no Event of Default, 
               or act, condition or event which with notice or 
               passage of time or both would constitute an Event 
               of Default shall have occurred and be continuing 
               at the time of or after giving effect to the 
               payment of any such amounts; and

               (h) Borrower may make certain payments to or on 
               behalf of Renco Metals; PROVIDED, THAT, (i) all 
               proceeds of each such payment by Borrower to or on 
               behalf of Renco Metals shall be used to pay any 
               mandatory redemptions of the Existing Senior Notes 
               and the New RMI Notes (as each is in effect on the 
               date hereof) required by the Existing Indenture 
               and the New RMI Indenture (as each is in effect on 
               the date hereof) in the event of (A) certain Asset 
               Sales (as defined in the Existing Indenture and 
               the New RMI Indenture as each is in effect on the 
               date hereof) of Borrower other than the 
               Collateral, and (B) a Change of Control (as 
               defined in the Existing Indenture and the New RMI 
               Indenture as each is in effect on the date 
               hereof), (ii) the amount of each such payment by 
               Borrower to or on behalf of Renco Metals shall not 
               exceed an amount equal to:  (A) the amount of the 
               mandatory redemptions of the Existing Senior Notes 
               and the New RMI Notes required to be paid by Renco 
               Metals MINUS (B) any amounts paid by Magcorp to or 
               on behalf of Renco Metals in respect of such 
               payments, and (iii) no Event of Default, or act, 
               condition or event which with notice or passage of 
               time or both would constitute an Event of Default 
               shall have occurred and be continuing at the time 
               of or after giving effect to the payment of any 
               such amounts".
               
          (c)  Notwithstanding anything to the contrary contained in Sections 
6.6 or 6.7 of the Loan Agreement, but subject to the terms and conditions 
contained herein, Borrower may declare and pay, out of legally available 
funds therefor, a one (1) time dividend as of the date hereof to Renco Metals 
or to Renco Group on behalf of Renco Metals in an amount not to exceed an 
amount equal to:  (A) $75,028,175.21 MINUS (B) any amounts paid by Magcorp to 
Renco Metals or to Renco Group on behalf of Renco Metals in respect of such a 
dividend payment as of the date hereof.

     12.  RENEWAL DATE.  The reference in Section 9.1(a) of the Loan 
Agreement (as previously amended) to "five (5) years from the date hereof" 
shall be deleted in its entirety and the following substituted therefor: "six 
(6) years from the date hereof".

                                   - 8 -
<PAGE>

     13.  EARLY TERMINATION FEE.  Notwithstanding anything to the contrary 
contained in Section 9.1(e) of the Loan Agreement or any of the other 
Financing Agreements (including Amendment No. 1), if Lender terminates the 
Loan Agreement or the other Financing Agreements upon the occurrence of an 
Event of Default or at the request of Borrower prior to the Renewal Date (as 
amended herein), Borrower hereby agrees to pay to Lender for the account of 
Lender, upon the effective date of such termination, an early termination fee 
in an amount equal to:

          (i) $140,000, if such termination is effective prior to the fourth
          anniversary of the Loan Agreement; or

          (ii) $70,000, if such termination is effective after the fourth 
          anniversary of the Loan Agreement but prior to the Renewal Date 
          or the anniversary of the Renewal Date in any subsequent year 
          thereafter.

     14.  NOTICE.  Notwithstanding anything to the contrary contained in 
Section 9.5 of the Loan Agreement, copies of all notices, requests and 
demands to or upon Borrower are to be given to the following address:

               The Renco Group, Inc.
               30 Rockefeller Plaza
               New York, New York 10112
               Attention:  Mr. Ira Leon Rennert

     15.  FACILITY INCREASE FEE.  Borrower hereby agrees to pay 
Lender a Facility Increase Fee in the amount of $20,000, 
simultaneously with the execution of this Amendment, which fee is 
fully earned as of the date hereof.  Such fee may, at Congress' 
option, be charged directly to any account of Borrower maintained 
by Lender.

     16.  REPRESENTATIONS, WARRANTIES AND COVENANTS.  In addition 
to the continuing representations, warranties and covenants 
heretofore or hereafter made by Borrower to Lender pursuant to 
the other Financing Agreements, Borrower hereby represents, 
warrants and covenants with and to Lenders as follows (which 
representations, warranties and covenants are continuing and 
shall survive the execution and delivery hereof and shall be 
incorporated into and made a part of the Financing Agreements):

          (a)  TENDER OFFER AND CANCELLATION OF EXISTING SENIOR 
NOTES.

               (i)  The Tender Offer Agreements and the transactions 
contemplated thereunder have been duly executed, delivered and performed in 
accordance with their terms by the respective parties thereto in all 
respects, including the fulfillment (not merely the waiver, except as may be 
disclosed to 

                                 - 9 -
<PAGE>

Agent and consented to in writing by Agent) of all conditions precedent set 
forth therein and giving effect to the terms of the Tender Offer Agreements, 
the portion of all of the Existing Senior Notes tendered by the holders of 
Existing Senior Notes and accepted by Renco Metals have been purchased by 
Renco Metals and obligations, liabilities and indebtedness of Renco Metals 
evidenced by or arising under such tendered Existing Senior Notes have been 
satisfied.

               (ii) All actions and proceedings required by the Tender Offer 
Agreements, applicable law and regulation have been taken and the 
transactions required thereunder had been duly and validly taken and 
consummated.

               (iii) No court of competent jurisdiction has issued any 
injunction, restraining order or other order which prohibits consummation of 
the transactions described in the Tender Offer Agreements and no governmental 
action or proceeding has been threatened or commenced seeking any injunction, 
restraining order or other order which seeks to void or otherwise modify the 
transactions described in the Tender Offer Agreements.

               (iv) Borrower has delivered, or caused to be delivered, to 
Lender, true, correct and complete copies of the Tender Offer Agreements.

          (b)  NEW RMI NOTES.

               (i)  The New RMI Notes have been duly authorized, issued and 
delivered by Renco Metals and all agreements, documents and instruments 
related thereto, including, but not limited to, the New RMI Indenture, have 
been duly authorized, executed and delivered and the transactions 
contemplated thereunder performed in accordance with their terms by the 
respective parties thereto in all respects, including the fulfillment (not 
merely the waiver) of all conditions precedent set forth herein.  All actions 
and proceedings required by the New RMI Notes and the agreements, documents 
and instruments related thereto, applicable law or regulation have been taken 
and the transactions required thereunder have been duly and validly taken and 
consummated.  Neither the execution and deliver of New RMI Notes or any of 
the instruments and documents to be delivered pursuant thereto, nor the 
consummation of the transactions therein contemplated, nor compliance with 
the provisions thereof, has violated or will violate any law or regulation or 
any order or decree of any court or governmental instrumentality in any 
respect or does or will conflict with or result in the breach of, or 
constitute a default in any respect under, any indenture, mortgage, deed of 
trust, agreement or instrument to which either Borrower or Renco Metals is or 
was a party or may be bound, or result in the creation or imposition of any 
lien, charge, or encumbrance upon any of the property of Borrower or Renco 
Metals 

                                    - 10 -
<PAGE>

or violate any provision of the Certificate of Incorporation or By-Laws of 
Borrower or Renco Metals.

               (ii) No court of competent jurisdiction has issued any 
injunction, restraining order or other order which prohibits consummation of 
the issuance of the New RMI Notes and the transactions described therein and 
no governmental or other action or proceeding has been threatened or 
commenced, seeking any injunction, restraining order or other order which 
seeks to void or otherwise modify the issuance of the New RMI Notes.

               (iii) Borrower has delivered, or caused to be delivered, to 
Lender, a true, correct and complete specimen of the New RMI Notes and copies 
of all other agreements, documents and instruments existing as of the date 
relating thereto.

          (c)  NO DEFAULT.  No Event of Default exists on the date of this 
Amendment (after giving effect to the amendments to the Loan Agreement made 
by this Amendment).

          (d)  CORPORATE POWER AND AUTHORITY.  This Amendment has been duly 
executed and delivered by Borrower and is in full force and effect as of the 
date hereof, and the agreements and obligations of Borrower contained herein 
constitute legal, valid and binding obligations of Borrower  enforceable 
against Borrower in accordance with their respective terms.

     17.  CONDITIONS PRECEDENT.  The effectiveness of the consents and other 
terms and conditions contained herein shall be subject to the receipt by 
Lender of each of the following, in form and substance satisfactory to Lender:

          (a)  evidence that: (i) the New RMI Notes and all agreements, 
documents and instruments relating thereto have been duly authorized, 
executed and delivered by the parties thereto in accordance with their terms 
and (ii) Renco Metals has received from or on behalf of the initial holder of 
the New RMI Notes cash or other immediately available funds in the aggregate 
amount of $150,000,000 minus any underwriting discount with respect thereto, 
constituting the net proceeds from the issuance of the New RMI Notes;

          (b)  evidence that the proceeds received by Renco Metals from or on 
behalf of the holders of the New RMI Notes have been applied as set forth in 
the Form S-1 Registration Statement  filed by Renco Metals with the 
Securities and Exchange Commission on May 24, 1996, as amended, including 
that some of the proceeds have been applied to repurchase all of the Existing 
Senior Notes tendered by such holders pursuant to the Tender Offer; and

          (c)  an original of this Amendment, duly authorized, executed and 
delivered by Borrower.

                                    - 11 -
<PAGE>

     18.  ADDITIONAL EVENTS OF DEFAULT.  The parties hereto acknowledge, 
confirm and agree that the failure of Borrower to comply with the covenants, 
conditions and agreements contained herein or in the New RMI Indenture shall 
constitute an Event of Default under the Financing Agreements (subject to the 
applicable cure period, if any, with respect thereto provided for in the Loan 
Agreement as in effect on the date hereof).

     19.  EFFECT OF THIS AGREEMENT.  Except as modified pursuant hereto, no 
other changes or modifications in the Loan Agreement or the other Financing 
Agreements are intended or implied and the Financing Agreements are hereby 
specifically ratified, restated and confirmed by all parties hereto as of the 
affective date hereof.  To the extent of conflict between the terms of this 
Amendment and the other Financing Agreements, the terms of this Amendment 
shall control.

     20.  GOVERNING LAW.  The rights and obligations hereunder of each of the 
parties hereto shall be governed by and interpreted and determined in 
accordance with the laws of the State of New York.

     21.  BINDING EFFECT.  This Amendment shall be binding upon and inure to 
the benefit of each of the parties hereto and their respective successors and 
assigns.

     22.  COUNTERPARTS.  This Amendment may be executed in any number of 
counterparts, but all of such counterparts shall together constitute but one 
and the same agreement.  In making proof of this Amendment, it shall not be 
necessary to produce or account for more than one counterpart thereof signed 
by each of the parties hereto.

     23.  FURTHER ASSURANCES.  The parties hereto shall execute and deliver 
such additional documents and take such additional action as may be necessary 
or desirable to effectuate the provisions and purposes of this Agreement.

                                    - 12 -
<PAGE>

     Please sign the enclosed counterpart of this Amendment in the space 
provided below, whereupon this Amendment, as so accepted by Lender, shall 
become a binding agreement between Borrower and Lender.

                              Very truly yours,

                              SABEL INDUSTRIES, INC.

                              By:   /s/ Roger L. Fay
                                  --------------------------
                              Title:   Vice President
                                     -----------------------

AGREED:

CONGRESS FINANCIAL CORPORATION

By:   /s/ Janet S. Last
    --------------------------
Title:   Vice President
       -----------------------


                                         - 13 -