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Coating Agreement - MATERIAL SCIENCES CORP - 10-15-1999

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Coating Agreement - MATERIAL SCIENCES CORP - 10-15-1999 Powered By Docstoc
					Exhibit 10.4

COATING AGREEMENT Dated as of July 23, 1999 By and Between MSC WALBRIDGE COATINGS INC. and WALBRIDGE COATINGS, AN ILLINOIS PARTNERSHIP

TABLE OF CONTENTS
Page ARTICLE I Definitions............................ ARTICLE II General Terms of Purchase and Sale................ ARTICLE III Other Terms and Conditions Title to Steel; Liability for Defective Steel.................... Reserved Production Time......................................... Injuries to Persons.............................................. Major Loss....................................................... Shipping......................................................... Warehousing...................................................... Invoices and Payment............................................. ARTICLE IV Operations Scheduling of Production Time.................................... Production Priorities............................................ ARTICLE V Coating Fees Coating Fees..................................................... Fixed Fee........................................................ Scrap Credit..................................................... Proportionate Adjustment......................................... Cost Disclosure.................................................. No Minimums...................................................... ARTICLE VI Miscellany Entire Agreement................................................. Limitations on Liabilities....................................... Amendments....................................................... Notices.......................................................... Headings......................................................... Waiver of Default................................................ Severability..................................................... Assignment....................................................... Governing Law.................................................... Execution in Counterparts........................................ Confidentiality.................................................. Third Party Beneficiaries........................................ Dealings with MSCWC.............................................. 2

2

3.01. 3.02. 3.03. 3.04. 3.05. 3.06. 3.07.

2 3 3 3 3 3 4

4.01. 4.02.

4 4

5.01. 5.02. 5.03. 5.04. 5.05. 5.06.

7 8 9 9 9 10

6.01. 6.02. 6.03. 6.04. 6.05. 6.06. 6.07. 6.08. 6.09. 6.10. 6.11. 6.12. 6.13.

10 11 11 11 13 13 13 13 13 13 14 14 14

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EXHIBIT 1:

Standard Terms and Conditions for Sales of EG Services by the Partnership (the "Seller") to the Purchaser (the "Buyer") Standard Terms and Conditions for Sales of Organic Coating Services by the Partnership (the "Seller") to the Purchaser (the "Buyer") Barnes Edge Conditioning Equipment Capital Recovery and Surcharge Agreement Billing Policy for Electric Buy-Through Rates Definitions of Terms and Phrases

EXHIBIT 2:

ANNEX I:

ANNEX II: APPENDIX A:

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COATING AGREEMENT THIS COATING AGREEMENT (this "Agreement"), dated as of this 23rd day of July, 1999, by and between MSC WALBRIDGE COATINGS INC., a Delaware corporation, having a place of business at 2200 Pratt Boulevard, Elk Grove Village, Illinois 60007 ("MSCWC" or the "Purchaser") and WALBRIDGE COATINGS, AN ILLINOIS PARTNERSHIP, having a place of business at 30610 East Broadway, Walbridge, Ohio 43465 (the "Partnership"), WITNESSETH: WHEREAS the Partnership was formed under the laws of Illinois for the purpose, among others, of owning (or leasing) and operating a facility designed to coat sheet metal with electrogalvanized zinc, zinc alloy or other coatings; and WHEREAS, pursuant to the Initial Transfer Agreement and the 1998 Transfer Agreement, EGL Steel purchased Inland EG's entire Partner's Interest in the Partnership so that, after giving effect to such purchase, EGL Steel had a 50% Financial Interest and a 50% Voting Interest in the Partnership; and WHEREAS, pursuant to the Purchase Agreement, LTV-W is purchasing a portion of EGL Steel's Partner's Interest so that, after giving effect to such purchase, LTV-W shall have a 16.5% Financial Interest and a 16.5% Voting Interest in the Partnership and EGL Steel shall have a 33.5% Financial Interest and a 33.5% Voting Interest in the Partnership; and WHEREAS, on the date hereof, EGL Steel, LTV-W and MSCWC are entering into the Partnership Agreement; and WHEREAS, the Partnership Agreement provides, in part, that: (a) the EG Facility will be primarily dedicated to the electrogalvanizing of coiled sheet steel for the Primary Purchasers, while developing new products and markets using Organic Coatings in conjunction with EG Services, and (b) the Partnership will provide the highest quality coating service primarily for sale to Primary Purchasers; and WHEREAS, Purchaser and the Partnership desire to enter into this Coating Agreement to provide for the purchase by Purchaser of various coating services from the Partnership on the terms and conditions set forth herein, all as contemplated by Section 10.1 of the Partnership Agreement; WHEREAS, the Partnership and each of the Primary Purchasers are entering into the other Coating Agreements as of the date hereof relating to certain coating services for Bethlehem and LTV Steel, respectively, at the EG Facility and the Partnership and Ispat Inland have previously entered into the

Inland Tolling Agreement providing for certain pure zinc EG Services for Ispat Inland at the EG Facility. NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the Purchaser and the Partnership do hereby agree as follows: ARTICLE I Definitions Capitalized terms used herein and not otherwise defined shall have the meanings assigned thereto in Appendix A (which is attached hereto and incorporated herein by reference), such definitions to be equally applicable to both the singular and the plural forms of the terms defined. ARTICLE II General Terms of Purchase and Sale Except as otherwise expressly provided in this Agreement, Purchaser will purchase from the Partnership, and the Partnership will sell to Purchaser, coating services in accordance with the terms and conditions set forth in Exhibits 1 or 2 hereto, whichever is applicable, as amended from time to time by agreement between the Partnership and Purchaser. The term of this Agreement shall be for a period commencing on the date hereof and ending at the end of the Term (including renewals), unless this Agreement is earlier terminated or is extended to a later date by mutual agreement of the parties hereto. ARTICLE III Other Terms and Conditions SECTION 3.01. Title to Steel; Liability for Defective Steel. Purchaser or an Affiliate thereof shall, at all times, retain title to all sheet metal being processed for it at the EG Facility; provided, however, that Bethlehem and LTV Steel shall each have the right to quote on selling such substrate to the Purchaser and to match the last offer received by the Purchaser for such substrate based on total economics, service and quality. Purchaser shall indemnify and hold harmless the Partnership, the Operator and its Affiliates from and against any and all customer claims (net of insurance and other recoveries) to the extent resulting from Purchaser supplying defective or faulty metal substrate for coating at the EG Facility, and Purchaser shall not assert any such claim against the Partnership, the Operator or its Affiliates. -2-

SECTION 3.02. Reserved Production Time. Purchaser shall be entitled to certain priority rights during each month to available Production Time for EG Services and Other Services at the EG Facility, all in accordance with the terms and conditions set forth in Article IV of this Agreement. SECTION 3.03. Injuries to Persons. Purchaser shall be responsible for and shall indemnify and hold harmless the Partnership, all Partners and their respective Affiliates from and against any and all damages, liabilities, losses, expenses and costs, including reasonable attorneys' fees, incurred by any of them as a result of injuries to persons at the EG Facility caused by the gross negligence or willful misconduct of Purchaser or its Affiliates; provided that if at any time the Partnership determines not to obtain the insurance specified in Section 3.08(a)(iii) of the Operating Agreement with respect to injuries caused by the negligence of Purchaser and its Affiliates, then the indemnification set forth in this Section 3.03 shall be deemed to apply to injuries caused by such negligence during any period when such insurance is not in force. SECTION 3.04. Major Loss. If, after the occurrence of a Major Loss, Section 3.10(c) of the Operating Agreement is applicable, Purchaser and the Partnership shall amend this Agreement to take into account the repairs made pursuant to such Section 3.10(c) and their effects on the provisions of this Agreement. Such amendments shall be commercially reasonable as between the Partnership and Purchaser. SECTION 3.05. Shipping. (a) Purchaser shall be responsible for arranging all of its shipments of sheet metal to the EG Facility and all such shipments shall be at the risk and expense of Purchaser. (b) The Partnership shall arrange shipments of Purchaser's finished product from the EG Facility from shipping alternatives provided by Purchaser; provided that all of such shipments shall be made at the risk and at the expense of Purchaser. (c) The Partnership shall provide cooperation and assistance in scheduling shipments of metal substrate from the EG Facility and shall provide dockside assistance in receiving, handling and shipping materials at the EG Facility. SECTION 3.06. Warehousing. Purchaser shall ship to the EG Facility sheet metal as it reasonably anticipates purchasing coating services. The Partnership shall warehouse and provide customary protection at the EG Facility for metal substrate and finished product of Purchaser stored at the EG -3-

Facility, subject to the terms and conditions set forth in Exhibits 1 or 2, whichever is applicable, in accordance with the standards of MSCWC at the EG Facility on the date hereof. SECTION 3.07. Invoices and Payment. Except in cases in which payment is otherwise expressly provided herein, the Partnership shall issue invoices for the Coating Fees payable pursuant to Article V from time to time on the date that the relevant coating service is rendered and Purchaser shall pay the total amount of each such invoice to the Partnership within thirty days after the date of such invoice. Except as provided in this Agreement, including Section 3.01, and Exhibits 1 or 2 hereto, whichever is applicable, Purchaser shall not, at any time, be obligated to pay the Partnership any Coating Fee under Section 5.01 hereof with respect to EG Services or Other Services rendered by the Partnership which result in a product that is not Commercially Saleable. ARTICLE IV Operations SECTION 4.01. Scheduling of Production Time. (a) On or before the 15th day of each calendar month, commencing on October 15, 1999, Purchaser shall deliver to the Partnership and to the Primary Purchasers a binding notice ("Production Forecast") of the number of hours of Production Time which at the then current rates of production of the EG Facility will be required for the Partnership to perform the EG Services and Other Services (stated separately) for Purchaser during the third succeeding calendar month (the "Forecast Period"). Subject to the availability of Production Time, each such Production Forecast shall constitute a "Firm Order" under this Article IV with respect to the numbers of hours of Production Time stated in the Production Forecast for the Forecast Period. (b) Purchaser shall order EG Services and Other Services in a reasonably level manner so that excessive productivity demands will not be placed on Operator's operation of the EG Facility during any unit of time. SECTION 4.02. Production Priorities. (a) In scheduling available Production Time for EG Services during each month, the Partnership shall give priority equal to that of Bethlehem to purchase orders of Purchaser for EG Services and Other Services up to the amount of Production Time for EG Services and Other Services set forth in the timely Firm Order of Purchaser for such month; provided that (i) Purchaser's right of priority for EG Services and Other Services shall be limited to *** Standard Tons in calendar year 2000 and *** Standard Tons in each of the calendar years 2001 through 2004 for the production -4-

of MSC Laminate and Composite(R) products or non-automotive products, with a preference toward using Organic Coatings over pure zinc or ZnNi coatings (the "MSCWC Priority Tons"), subject to Section 7.07 of the Partnership Agreement, and (ii) Purchaser shall have a right of first refusal for additional EG Services and Other Services for any available Production Time which either of the Primary Purchasers or Ispat Inland has the right to reserve under their respective Coating Agreements or the Inland Tolling Agreement, as the case may be, but which the Partnership notifies Purchaser has not been so reserved; provided, however, that if a Primary Purchaser desires to exercise a similar right of first refusal with respect to such available Production Time under its Coating Agreement, such available Production Time shall be shared as Purchaser and such Primary Purchaser, as the case may be, shall agree or, in the absence of such agreement, (A) Purchaser and the Primary Purchaser exercising such right of first refusal (the "Exercising Primary Purchaser") shall share in accordance with their relative rights to Production Time at the time any such available Production Time of (x) the Primary Purchaser that did not reserve its Production Time, and (y) if the Exercising Primary Purchaser is LTV Steel, such available Production Time of Ispat Inland and (B) if the Exercising Primary Purchaser is Bethlehem, the Exercising Primary Purchaser shall have priority to any such available Production Time of Ispat Inland. The foregoing rights of first refusal shall be exercisable by Purchaser by giving notice to the Partnership not more than five days after receipt of such notice from the Partnership. Each such right of first refusal shall expire upon the expiration of such fiveday period. Purchaser acknowledges that the Bethlehem Coating Agreement and the LTV Steel Coating Agreement contain a priority right for the benefit of the Primary Purchasers with respect to all of the available Production Time that is not reserved to Purchaser pursuant to the proviso of the first sentence of this Section 4.02, and the Bethlehem Coating Agreement and the LTV Steel Coating Agreement contain rights of first refusal with respect to Production Time that Purchaser has the right to reserve under this Coating Agreement if Purchaser should fail to reserve it. (b) In giving effect to the above priorities, however, the Partnership may make such adjustments from time to time as are reasonably necessary or advisable to achieve economic and efficient order sizes, to make efficient use of available metal substrate and raw materials needed for such production and otherwise to maximize efficiency and levels of production. (c) If Purchaser shall fail to deliver its Production Forecast by the date specified in Section 4.01(a) of this Coating Agreement, the Partnership shall attempt to contact the appropriate personnel at Purchaser to obtain such Production -5-

Forecast, but if in the Partnership's judgment such Production Forecast is not received within a reasonable time thereafter, (i) the priority set forth in Section 4.02(a) for Purchaser shall not be in effect for the Forecast Period involved and (ii) the rights of first refusal of Bethlehem and LTV Steel provided in Section 4.02(a) of their respective Coating Agreements shall be in effect for such Forecast Period. (d) Notwithstanding the foregoing, if the General Manager of the Operating Partner causes the Partnership to sell electrogalvanizing, coating and associated services to parties other than the Primary Purchasers, Ispat Inland or the Purchaser during any Forecast Period in accordance with guidelines established from time to time by the Management Committee and Section 10.04 of the Partnership Agreement, the Partnership shall give priority to orders for such sales equal to Purchaser's rights to priority under this Section 4.02 and the Primary Purchasers' rights to priority under Section 4.02 of the other Coating Agreements, but only to the extent necessary to permit the filling of such orders; provided, however, that to the extent that Production Time is committed by the Partnership for sales to outside parties for a period of time greater than six months, which shall require the consent of all Partners, the Production Time required for such sales shall have the same priority as the rights to production time of Purchaser and the Primary Purchasers during the term of such commitment. (e) On the same terms as provided herein, MSCWC and its Affiliates shall also be entitled to solicit sales of MSC Laminates and Composites(R) products and non-automotive products in excess of the MSCWC Priority Tons and, on a toll-coating basis, sales of other products from outside parties, in each case subject to the availability of Production Time; such sales shall have priority to Production Time equal to that of Bethlehem or LTV Steel (a) to the extent that Bethlehem or LTV Steel fails to reserve such Production Time in accordance with Section 4.02(a) of the applicable Coating Agreement (including the rights of first refusal of Bethlehem and LTV Steel provided therein) or (b) to the extent that such priority is given in accordance with Section 4.02(d) of the applicable Coating Agreement. (f) The Partnership shall cause Operator to furnish to Purchaser a copy of each Production Schedule established by Operator in accordance with Section 4.01 of the Operating Agreement not less than the fifth day before the beginning of each Forecast Period. -6-

ARTICLE V Coating Fees SECTION 5.01. Coating Fees. In consideration of the services to be rendered to Purchaser and its other benefits under this Agreement, and subject to Section 7.07 of the Partnership Agreement, Purchaser agrees to pay the following fees to the Partnership: (a) For each Standard Ton of pure zinc electroplating produced, the Purchaser shall pay a Coating Fee equal to (i) *** for MSC Laminate and Composites(R) products and (ii) *** for non-automotive products. Such fees may be adjusted for changes in the cost of zinc or electricity (i.e., the twelve month average variable kilowatt hour cost per Standard Ton) since July 1, 1998, pursuant to the same procedure as is provided for Ispat Inland in Section 4.2 of the Inland Tolling Agreement. (b) For each Standard Ton of ZnNi electroplating produced, the Purchaser shall pay a Coating Fee equal to (i) *** for MSC Laminate and Composites(R) products and (ii) *** for non-automotive products. Such fees may be adjusted for changes in the cost of zinc, nickel or electricity (i.e., the twelve month average variable kilowatt hour cost per Standard Ton) since July 1, 1998, pursuant to the procedure provided in Section 4.2 of the Inland Tolling Agreement (using a price for nickel equal to the 3-month forward quotation for nickel determined by the London Metal Exchange and published in The Wall Street Journal). (c) For each transition from pure zinc production to ZnNi production and back to pure zinc production, the Partnership shall charge the Purchaser an additional Coating Fee (subject to the last sentence of this paragraph) equal to the product of (a) 750 (the agreed number of Tons of Reference Strip that could have been produced at standard utilization rates and at Design Capacity during the transition time) times (b) *** (equal to the transition fee per Ton of Reference Strip in effect immediately prior to July 1, 1998, which shall be applicable during the entire term of this Agreement, subject to adjustment only for certain changes in the cost of electricity since July 1, 1998 under the same procedure provided for Ispat Inland under Section 4.2 of the Inland Tolling Agreement). Such additional Coating Fee shall be prorated among the Primary Purchasers and MSCWC in accordance with the number of Tons of Reference Strip produced for each of them during the particular ZnNi production run. (d) The Coating Fee for any other items (such as special packaging supplies) furnished by the Partnership shall be the same as the Partnership's cost for such items. -7-

(e) The Coating Fee for any Organic Coating shall be the same as the Operator's Fees for such services and shall be determined by negotiations between (i) the Purchaser and (ii) EGL Steel and LTV-W, acting for the Partnership, to yield a *** profit to the Operator (i.e., Coating Fees = Operator's total costs ***). Any such negotiated Coating Fees shall be subject to review from time to time to reflect increases or decreases in costs. (f) The Purchaser's Coating Fee for base slitting services shall be *** per Ton processed, for critical inspection processing shall be *** per Ton inspected and for VW-type packaging shall be *** per Ton packaged. The provisions of the agreements for the Barnes edge conditioning equipment (as set forth in Annex I hereto) and electric buy-through rates (as set forth in Annex
----------II hereto). The Purchaser's Coating Fee for mode changes shall be *** per hour --

of downtime, plus the cost of any lead strip furnished by the Partnership, subject to a minimum charge for each mode change of *** (for 15 minutes). (g) For warehousing finished steel coils more than 90 days after completion of coating services, the Purchaser shall pay a Coating Fee equal to *** per Ton stored per calendar month or fraction of a calendar month after such 90-day period. SECTION 5.02. Fixed Fee. (a) The Purchaser shall pay to the Partnership each month, commencing in February, 2000 and ending in January, 2005, an additional Coating Fee equal to a portion of the Partnership's estimated fixed costs for real estate taxes, personal property taxes, Insurance Costs, rent and fixed electricity (the "Allocated Fixed Costs"), during the immediately preceding month. The portion of the Allocated Fixed Costs to be paid by Purchaser each month shall equal (i) with respect to the payment due in each month from February, 2000 to January, 2001, both inclusive, each payment relating to the immediately preceding month, an amount equal to the product of one-twelfth of the estimated total Allocated Fixed Costs for the then current Fiscal Year times *** (i.e., ***); and (ii) with respect to the payment due in each month from February, 2001 to January, 2005, both inclusive, each payment relating to the immediately preceding month, an amount equal to the product of one-twelfth of the estimated total Allocated Fixed Costs for the then current Fiscal Year times *** (i.e., ***); provided, however, that this sentence shall be subject to Section 7.07 of the Partnership Agreement. (b) The Partnership shall forward to Purchaser a copy of each invoice or other statement for Allocated Fixed Costs within 15 days after the Partnership's receipt thereof. Within 90 days after the end of each Fiscal Year, the Partnership shall -8-

reconcile the estimated total annual Allocated Fixed Costs used to calculate Purchaser's payments for such Fiscal Year pursuant to Section 5.02(a) hereof to the actual Allocated Fixed Costs incurred by the Partnership during such Fiscal Year and give credit to Purchaser for any excess of Purchaser's total amount paid under this Section 5.02 for such Fiscal Year over the total reconciled amount receivable from Purchaser under this Section 5.02 for such Fiscal Year or charge Purchaser for any excess of such total reconciled amount receivable for such Fiscal Year over such total amount paid for such Fiscal Year. SECTION 5.03. Scrap Credit. The Partnership is hereby authorized to sell all scrap metal generated by the Partnership's performance of EG Services or Other Services for Purchaser under this Agreement and to retain all proceeds of such sales; provided, however, that the Partnership shall issue monthly scrap credits equal to (a) the product of (i) the actual weight of scrap generated by such performance during the particular month times (ii) the price for #1 dealer bundles (low side) as quoted in Iron Age's "New Steel" magazine for such month for Detroit, less (b) a *** per Ton handling fee, plus (c) *** of any excess of the proceeds of the sale of such scrap over the product of (i) the actual weight of scrap generated by such performance during the particular month times (ii) the price for #1 dealer bundles (low side) as quoted in Iron Age's "New Steel" magazine for such month for Detroit. SECTION 5.04. Proportionate Adjustment. In each case under this Article V in which a Coating Fee is specified per "Standard Ton," (a) the Coating Fees for services to produce Reference Strip shall be calculated by multiplying the specified amount of Coating Fees times the actual number of Tons of product produced, and (b) the Coating Fees for services to produce any EG Product other than Reference Strip shall be calculated by multiplying the specified amount of Coating Fees times the product of the actual number of Tons of product produced times the Standard Ton Factor for such EG Product. SECTION 5.05. Cost Disclosure. (a) Purchaser represents and warrants that as of the date hereof, neither Purchaser nor any of its Affiliates is entitled to receive any discount, rebate, refund or other similar payment or credit from the Partnership or the Operator or any of Operator's Affiliates other than as provided in this Coating Agreement or in the Operating Agreement. (b) Purchaser covenants that during the term of this Coating Agreement, neither Purchaser nor any of its Affiliates shall accept any discount, rebate, refund or other similar payment or credit from the Partnership or the Operator or any of -9-

Operator's Affiliates with respect to services rendered to such Purchaser by the Partnership, other than as provided for herein, unless Purchaser shall promptly disclose such discount, rebate, refund or other similar payment or credit to the Primary Purchasers. SECTION 5.06. No Minimums. The Partnership acknowledges that Purchaser assumes no obligation to order any minimum amounts of EG Services or Other Services. ARTICLE VI Miscellany SECTION 6.01. Entire Agreement. (a) This Agreement, the other Definitive Agreements referred to herein or executed contemporaneously herewith and the Purchase Agreement supersede all prior oral and written agreements and understandings of the parties hereto with respect to the transactions contemplated hereby, including but not limited to the Original Coating Agreement and the 1998 Extension Agreement, and the parties shall look only to this Agreement, such other Definitive Agreements and the Purchase Agreement for the rights and obligations of the parties with respect to each other in relation to the subject matter hereof; provided, however, that nothing herein shall supersede any agreements or understandings heretofore set forth in the minutes of proceedings of the Management Committee that are not superseded in effect by this Agreement, such other Definitive Agreements or the Purchase Agreement; and provided, further, that no such agreements or understandings heretofore set forth in the minutes of proceedings of the Management Committee shall be applicable to or binding on LTV-W or its Affiliates. (b) Purchaser covenants that during the term of this Coating Agreement, neither Purchaser nor any of its Affiliates will enter into or become a party to any agreement with any Partner or any Affiliate thereof relating to the use of the EG Facility that does not include both Bethlehem and LTV Steel (or their respective Affiliates) as parties, unless such agreement shall be fully disclosed to whichever of them is not also to become a party thereto (for purposes of this Section 6.01(b) the "Excluded Party"), and the Excluded Party shall have a reasonable amount of time to review such agreement before it becomes effective. If such agreement could reasonably be expected to have an adverse impact on the Excluded Party (or any of its Affiliates), the Excluded Party shall have the right to seek relief with respect thereto pursuant to Article XIV of the Partnership Agreement; provided, however, that this Section 6.01 shall not apply to any agreement for the sale of sheet metal pursuant to the proviso in Section 3.01. -10-

SECTION 6.02. Limitations on Liabilities. The liability of the Partnership, Operator, the other Partners and their respective successors and assigns to Purchaser for any loss, damage or injury of any nature or kind resulting from the breach of the Partnership's covenants herein shall not, except as expressly provided herein, include any amounts in respect of indirect or consequential damages or commercial loss, damage or injury, such as loss of profits or production. The liability of Purchaser to the Partnership, Operator, the other Partners and their respective successors and assigns for any loss, damage or injury of any nature or kind resulting from the breach of Purchaser's covenants herein shall not, except as expressly provided herein, include any amounts in respect of indirect or consequential damages or commercial loss, damage or injury, such as loss of profits or production. SECTION 6.03. Amendments. This Agreement may not be modified or amended except by written agreement of the parties hereto. SECTION 6.04. Notices. Any notice, consent, request, report or other document required or permitted under the terms of this Agreement shall be in writing and shall be effective (a) when personally delivered on a business day during normal business hours to the party to be given such notice at the address designated by it for such delivery below or (b) on the business day following the day such notice shall have been sent by telecopier or similar electronic device (providing confirmation of transmission) or by reputable overnight courier (providing proof of delivery) sent to such address, whichever shall first occur. Until otherwise specified by notice, the addresses for such notice shall be: (i) if to Purchaser: MSC Walbridge Coatings Inc. 30610 East Broadway Walbridge, Ohio 43465 Attention: Group Vice President and General Manager Telecopier Number: (419) 661-5951 -11-

(ii) if to the Partnership: Walbridge Coatings, An Illinois Partnership 30610 East Broadway Walbridge, Ohio 43465 Attention: Management Committee Telecopier Number: (419) 661-5951 (Together with copies to the Partners) (iii) if to the Partners: (A) EGL Steel Inc. In care of Bethlehem Steel Corporation Room 2036, Martin Tower 1170 Eighth Avenue Bethlehem, Pennsylvania 18016 Attention: Mr. David M. Beckwith Vice President Telecopier Number: (215) 694-7086 (B) LTV-Walbridge, Inc. In care of The LTV Corporation 200 Public Square Cleveland, Ohio 44114 Attention: General Counsel Telecopier Number: (216) 622-5688 (C) MSC Walbridge Coatings Inc. 30610 East Broadway Walbridge, Ohio 43465 Attention: Group Vice President and General Manager Telecopier Number: (419) 661-5951 with a copy to: Material Sciences Corporation 2200 Pratt Boulevard Elk Grove Village, Illinois 60007 Attention: Chief Financial Officer Telecopier Number: (847) 718-8643 provided, however, that any entity listed above may change the address to which notices and other communications to it shall be sent by giving to the other entities listed above written notice of such change, in which case notices and other communications to the entity giving the notice of the change of address shall not be deemed to have been sufficiently given or delivered unless addressed to it at the new address as stated in said notice; -12-

provided further, that notices and other communications to the Partnership shall not be deemed to have been sufficiently given or delivered unless and until a copy thereof shall be given or delivered as above provided to each of the Partners. SECTION 6.05. Headings. The headings of the Articles, Sections and Exhibits of this Agreement are for the convenience of reference only and shall not be construed to be part of this Agreement. SECTION 6.06. Waiver of Default. Any waiver at any time by any party hereto of its rights under this Agreement shall not constitute a waiver of any other default hereunder. No delay or omission by any party to exercise any right or power accruing upon a default hereunder shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein. SECTION 6.07. Severability. In case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision or provisions had never been contained herein unless the deletion of such provision or provisions would result in such a material change as to cause performance of the remaining obligations to be unreasonable, in which case the parties hereto shall negotiate in good faith to amend this Agreement and the other Definitive Agreements to take into account such material change in a manner that is fair and equitable to all parties hereto and to achieve the purposes of Section 2.1 of the Operating Agreement. SECTION 6.08. Assignment. Except as otherwise provided in the Partnership Agreement, no party hereto shall assign this Agreement or any of its rights or obligations hereunder except with the consent of the other party and upon the express assumption by the assignee of the obligations of such party hereunder. SECTION 6.09. Governing Law. This Agreement shall be governed by the laws of the State of Illinois. SECTION 6.10. Execution in Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and shall become a binding agreement when each of the parties hereto shall have executed and delivered a counterpart of this Agreement to the other party. -13-

SECTION 6.11. Confidentiality. The parties acknowledge that this Agreement contains confidential information regarding the operation of the Partnership. Except as required by law, including applicable securities laws, or otherwise agreed to by the parties hereto, the parties agree to maintain the contents of this Agreement confidential in accordance with Article XVI of the Partnership Agreement. SECTION 6.12. Third Party Beneficiaries. Each of the Partners of the Partnership, including the Operator, shall be an express third party beneficiary of this Agreement and entitled to enforce the rights of the Partnership hereunder. SECTION 6.13. Dealings with MSCWC. All dealings between MSCWC as the Operator under the Operating Agreement and MSCWC as the Purchaser under this Coating Agreement shall be in accordance with the terms of the Operating Agreement and this Coating Agreement or otherwise on arm's length terms. -14-

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed and delivered as of the date first above written. MSC WALBRIDGE COATINGS INC. By:__________________________________________ Name: James J. Waclawik, Sr. Title: Vice President, Chief Financial Officer and Secretary WALBRIDGE COATINGS, AN ILLINOIS PARTNERSHIP By: MSC WALBRIDGE COATINGS INC., General Partner By:_______________________________________ Name: James J. Waclawik, Sr. Title: Vice President, Chief Financial Officer and Secretary By: EGL STEEL INC., General Partner By:____________________________________ Name: Title: By: LTV-WALBRIDGE, INC., General Partner By:____________________________________ Name: Title: -15-

ANNEX 1 Barnes Edge Conditioning Equipment Capital Recovery and Surcharge Agreement -16-

ANNEX II Billing Policy for Electric Buy-Through Rates -17-

APPENDIX A TO THE PARENT AGREEMENT, PARTNERSHIP AGREEMENT, OPERATING AGREEMENT and COATING AGREEMENTS Definitions of Terms and Phrases The following terms and phrases shall have the following definitions when capitalized in each of the Parent Agreement, the Partnership Agreement, the Operating Agreement, and the Coating Agreements unless the context shall otherwise require: "Affiliate" shall mean, with respect to any specified person, a person (as defined in Section 2(2) of the Securities Act of 1933, as amended) that directly, or indirectly through one or more intermediaries, Controls or in Controlled By, or is Under Common Control With, the person specified. "Allocated Fixed Costs" shall have the meaning set forth in Section 5.02 of the Coating Agreements. "Appraised Partnership Interest Dissolution Value" shall have the meaning set forth in Section 15.06 of the Partnership Agreement. "Bethlehem" shall mean Bethlehem Steel Corporation, a Delaware corporation. "Bethlehem Coating Agreement" shall mean that certain Amended and Restated Coating Agreement dated as of July 23, 1999 by and between the Partnership and Bethlehem as amended from time to time in accordance with its terms. "Coating Agreement" shall mean: (a) individually, the Bethlehem Coating Agreement, the LTV Steel Coating Agreement or the MSCWC Coating Agreement, as amended from time to time in accordance with the terms thereof, and (b) collectively, all of such agreements. -18-

"Coating Fee" shall mean the various fees charged by the Partnership for performing coating services pursuant to the Coating Agreements. "Coating Weight" shall mean the amount of zinc ordered to be applied by the EG process to the steel substrate, expressed in grams per square meter of coated substrate surface area. "Code" shall mean the Internal Revenue Code of 1986, as amended. "Commercially Saleable" shall mean with respect to coating services such coated sheet metal as is capable of being marketed and sold as a prime product (satisfying the Coating Weight and other specifications ordered) at the then current market price for such prime product. "Control" (including the terms "Controlling," "Controlled By" and "Under Common Control With") shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person (as defined in Section 2(2) of the Securities Act of 1933, as amended), whether through the ownership of voting securities, by contract, or otherwise. "Definitive Agreements" shall mean the Parent Agreement, the Partnership Agreement, the Operating Agreement and the Coating Agreements. "Design Capacity" shall mean the capacity of the EG Facility to produce *** Tons, net of all Yield Loss, of Reference Strip annually, subject to adjustment pursuant to Section 5.03 of the Operating Agreement, and with respect to any other unit of time shall mean the pro rata amount based on such annual rate. "EG" shall mean electroplating, which is the process of applying zinc or alloy coatings to sheet steel by an electrolytic plating process. "EG Facility" shall mean the entire coil coating facility located at 30610 East Broadway, Walbridge, Ohio 43465, together with all fixtures, furnishings, machinery, equipment and improvements located at such facility. "EGL Steel" shall mean EGL Steel, Inc., a Delaware corporation. -19-

"EG Product" shall mean electroplated steel coils produced at the EG Facility. "EG Services" shall mean all services rendered in connection with the production of EG Product. "Financial Interest" shall mean, with respect to any Partner, such Partner's percentage financial interest in the Partnership as set forth opposite the Partner's name indicated below:
Partner ----------EGL Steel LTV-W MSCWC Financial Interest -----------------33.5% 16.5% 50.0%

"Firm Order" shall mean an order placed by a Primary Purchaser or by MSCWC for coating services pursuant to Section 4.01(a) of the relevant Coating Agreement. "Fiscal Quarter" shall mean each of the periods of three calendar months ended on the last day of May, August, November and February of each Fiscal Year. "Fiscal Year" shall mean the period commencing on the first day of March of each calendar year and ending on the last day of February of the next successive calendar year. "Force Majeure" shall mean any cause or causes beyond the control of, and without fault or negligence of, the entity asserting a claim of Force Majeure, including but not limited to any acts of God, strikes, lockouts or other labor disputes or industrial disturbances, acts of the public enemy, wars, blockades, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, hurricanes, tornadoes, other storms, floods, washouts or other acts of nature, civil disturbances, explosions, temporary or permanent failure of electrical supply, acts, directives or binding orders of any court or governmental authority or persons purporting to act therefor and such orders or regulations of governmental bodies or agencies asserting jurisdiction as would materially inhibit or prohibit the entity from performing under the Definitive Agreements or would require such entity to accept a condition reasonably unacceptable to it, so long as such occurred without the fault or negligence of such entity. "Forecast Period" shall have the meaning set forth in Section 4.01 of the Coating Agreements. -20-

"Guarantor" shall mean: (a) with respect to EGL Steel, Bethlehem; (b) with respect to LTV-W and LTV Steel, LTV; (c) with respect to MSCWC, MSCPFM and MSC; and (d) with respect to MSCPFM, MSC. "Initial Transfer Agreement" shall mean the Transfer Agreement dated as of May 29, 1991, among Ispat Inland, Inland, Inland EG, Bethlehem and EGL Steel, as amended April 23, 1992 and June 5, 1992. "Inland" shall mean Inland Steel Company, a Delaware corporation (which has been merged into Ispat Inland). "Inland EG" shall mean Inland Steel Electrogalvanizing Corporation, a Delaware corporation. "Inland Option Tons" shall mean the coating services which Ispat Inland may require the Partnership to perform pursuant to Section 3.2 of the Inland Tolling Agreement. "Inland Tolling Agreement" shall mean that certain Tolling Agreement dated as of June 30, 1998 entered into by and between Ispat Inland (as successor to Inland) and the Partnership. "Insurance Costs" shall mean all costs of the insurance coverages required to be maintained pursuant to Section 3.08 of the Operating Agreement or otherwise maintained with the approval of the Partnership, including premiums, the cost of maintaining any records required by such insurance coverages, and the amount of any casualty losses incurred which are not reimbursed under such insurance coverages due to deductible or coinsurance requirements. Insurance Costs shall also include the costs of any self-insurance program approved by the Partnership for the EG Facility or its operations, including all costs associated with administering such program as well as all losses incurred thereunder. "Intellectual Property" shall have the meaning given to such term in Section 3.01(g) of the Parent Agreement. "Ispat Inland" shall mean Ispat Inland Inc., a Delaware corporation (formerly known as Inland Steel Industries, Inc.). "LTV" shall mean The LTV Corporation, a Delaware corporation. -21-

"LTV Steel" shall mean LTV Steel Company, Inc., a New Jersey corporation and a wholly-owned subsidiary of LTV. "LTV Steel Coating Agreement" shall mean that certain Coating Agreement dated as of July 23, 1999 by and between the Partnership and LTV Steel, as amended from time to time in accordance with its terms. "LTV-W" shall mean LTV-Walbridge, Inc., a Delaware corporation and a wholly-owned subsidiary of LTV Steel. "Major Loss" shall mean substantial damage or destruction by fire or other casualty of the EG Facility or any portion thereof, or the taking, requisitioning or sale of the use, occupancy or title to the EG Facility or any substantial portion thereof in, by or on account of any actual or threatened eminent domain proceeding or other action by any person or entity having the power of eminent domain. "Management Committee" shall mean the management committee of the Partnership established by Article VIII of the Partnership Agreement. "MSC" shall mean Material Sciences Corporation, a Delaware corporation. "MSCPFM" shall mean MSC Pre Finish Metals Inc., an Illinois corporation (formerly known as Pre Finish Metals Incorporated) and a wholly-owned subsidiary of MSC. "MSCPFM Lease" shall mean that certain lease dated as of December 1, 1980 by and between MSCPFM and Corporate Property Associates/Corporate Property Associates 2, as amended. "MSCWC" shall mean MSC Walbridge Coatings Inc., a Delaware corporation (formerly known as Pre Finish Metals (EG) Incorporated) and a wholly-owned subsidiary of MSCPFM. "MSCWC Coating Agreement" shall mean that certain Coating Agreement dated as of July 23, 1999 by and between the Partnership and MSCWC, as amended from time to time in accordance with its terms. "Net Fair Market Value" shall mean the following: (a) In the case of a Partner's Interest, the fair market value of the assets and interests being valued, less any liabilities associated therewith (determined in -22-

accordance with generally accepted accounting principles), on a going concern basis and assuming a willing buyer and a willing seller, neither of whom is under any compulsion to buy or sell and each of whom has equal access to all pertinent facts, all as determined by appraisal under Section 13.05 of the Partnership Agreement, or (b) In the case of the EG Facility, the fair market value of the assets thereof, less any liabilities associated therewith (determined in accordance with generally accepted accounting principles) which are assumed by the purchaser in accordance with the governing instruments thereof or with the consent of the persons or entities to whom the obligation is owed, on a going concern basis and assuming a willing buyer and a willing seller, neither of whom is under any compulsion to buy or sell and each of whom has equal access to all pertinent facts, all as determined by appraisal under Section 15.04 of the Partnership Agreement. "1998 Extension Agreement" shall mean that certain 1998 Extension Agreement dated as of December 31, 1998 entered into by and among EGL Steel, Bethlehem, MSCWC, MSCPFM and MSC. "1998 Transfer Agreement" shall mean the Transfer Agreement dated as of June 30, 1998 among Ispat Inland, Inland, Inland EG, Bethlehem and EGL Steel. "Operating Agreement" shall mean that certain Amended and Restated Operating Agreement dated as of July 23, 1999 by and between the Partnership and MSCWC, as amended from time to time in accordance with its terms. "Operating Partner" shall mean MSCWC, its successor or assign. "Operator" shall mean MSCWC, its successor or assign, as Operating Partner under the Operating Agreement. "Operator's Fee" shall mean the various fees charged by Operator for rendering services to the Partnership pursuant to the Operating Agreement. "Organic Coating" shall mean any organic (non-metal) coating on sheet metal, including Zincrometal(R). "Original Coating Agreement" shall mean that certain Coating Agreement dated as of October 15, 1984 by and -23-

between the Partnership and Bethlehem, as amended up to the date immediately prior to the execution and delivery of the Bethlehem Coating Agreement. "Original Operating Agreement" shall mean that certain Operating Agreement dated as of October 15, 1984 by and between the Partnership and MSCWC, as amended up to the date immediately prior to the execution and delivery of the Operating Agreement. "Original Parent Agreement" shall mean that certain Parent Agreement dated as of October 15, 1984 by and among Bethlehem, Inland, Ispat Inland, MSCPFM and MSC, as amended up to the date immediately prior to the execution and delivery of the Parent Agreement. "Original Partnership Agreement" shall mean that certain Partnership Agreement dated as of August 30, 1984 by and among EGL Steel, Inland EG and MSCWC, as amended up to the date immediately prior to the execution and delivery of the Partnership Agreement. "Other Services" shall mean all services (including any Organic Coating services) rendered by the Partnership, but excluding EG Services. "Parent Agreement" shall mean the Amended and Restated Parent Agreement dated as of July 23, 1999 by and among each of Bethlehem, LTV, MSCPFM and MSC, as amended from time to time in accordance with its terms. "Partner" or "Partners" shall mean a general partner or partners of the Partnership and shall include each of EGL Steel, LTV-W and MSCWC and their respective successors and assigns as Partners who become such in a manner consistent with Article XIII of the Partnership Agreement. "Partner's Account" shall mean, in respect of any Partner, the account maintained for such Partner in accordance with Section 9.03 of the Partnership Agreement. "Partner's Interest" shall mean, with respect to each Partner, (i) such Partner's general partner interest in the Partnership (including all its advances to, and any other claims against, the Partnership) and (ii) the interest, if any, of such Partner or any Affiliate of such Partner in the Parent Agreement, the Partnership Agreement, the Operating Agreement and the Coating Agreements. -24-

"Partnership" shall mean Walbridge Coatings, An Illinois Partnership, continued and governed by the Partnership Agreement. "Partnership Agreement" shall mean that certain Amended and Restated Partnership Agreement dated as of July 23, 1999 by and among EGL Steel, LTV-W and MSCWC, as amended from time to time in accordance with its terms. "Primary Purchaser" shall mean: (a) individually, either of Bethlehem or LTV Steel and (b) collectively, both of them. "Prime Commercial Paper" shall mean commercial paper which is rated P-1 by Moody's Investors Services, Inc., or A-1 by Standard and Poor's Corporation, having a remaining term until maturity of not more than one year. "Production Forecast" shall mean the forecast described in Section 4.01 of each Coating Agreement. "Production Schedule" shall mean the schedule described in Section 4.01(b) of the Operating Agreement. "Production Time" shall mean the time, as determined by Operator, available for the production of EG Product or the rendering of Other Services in accordance with the Operating Agreement and the Inland Tolling Agreement during which the EG Facility is not shut down for testing, for transition to ZnNi production or back to pure zinc production, for other scheduled or estimated unscheduled downtime, for maintenance or repairs, for the making of capital improvements, for national holidays, or due to Force Majeure. "Purchase Agreement" shall mean the Purchase Agreement dated as of July 23, 1999 among LTV-W, LTV, EGL Steel, Bethlehem, MSCWC and MSC. "Purchaser" shall mean (a) with respect to the LTV Steel Coating Agreement, LTV Steel, (b) with respect to the Bethlehem Coating Agreement, Bethlehem and (c) with respect to the MSCWC Coating Agreement, MSCWC. "Reference Strip" shall mean a *** wide,***-inch minimum thickness steel coil to which a minimum Coating Weight of *** grams of zinc per square meter has been applied on one side only by the EG process. "Reporting Period" shall mean a calendar month. -25-

"S, G & A Expenses" shall mean all expenses of Operator or its Affiliates for administrative support of the EG Facility and its operations. "Standard Capacity" shall mean for any EG Product the product of (a) the Width Capacity for such EG Product times (b) the quotient of the specified thickness of the processed steel substrate divided by *** times (c) the quotient of *** divided by the Coating Weight applied to the processed steel substrate. "Standard Costs" shall mean the standard costs developed by the Partnership and the Operating Partner as specified in Section 6.4 of the Original Operating Agreement. "Standard Ton Factor" shall mean for any EG Product the quotient of ***, divided by the Standard Capacity for such EG Product. Accordingly, the Standard Ton Factor for Reference Strip shall be one (1). "Standard Tons" shall mean a Ton of Reference Strip, subject to Section 5.05 of the Operating Agreement and Section 5.04 of the Coating Agreements. "Sublease" shall mean the Sublease dated as of May 30, 1986, as amended, between MSCPFM and the Partnership. "Subsidiary" shall mean (i) with respect to Bethlehem, EGL Steel; (ii) with respect to LTV, LTV-W or LTV Steel; (iii) with respect to LTV Steel, LTV-W; (iv) with respect to MSC, MSCPFM or MSCWC; and (iv) with respect to MSCPFM, MSCWC. "Taxes" shall mean all taxes (except income taxes) paid or incurred by Operator in the operation of the EG Facility and of a type in existence as of this date hereof, such taxes to include, but not be limited to, all real estate and personal property taxes and assessments on the EG Facility or the equipment, supplies or inventories contained therein, all sales and use taxes, and all governmental franchises, licenses and permits; provided, however, that if any other taxes are enacted after the date hereof, such taxes shall also be included in the terms "Taxes" to the extent appropriate to do so in accordance with the provisions of Article II of the Partnership Agreement. "Technical Representative" shall mean the person designated by Operator and each Partner (other than the Operating Partner) from time to time to represent such party -26-

in connection with any of the matters specified as being the responsibility of the Technical Representatives. "Term" shall have the meaning set forth in Section 5.01 of the Partnership Agreement. "Termination Notice" shall have the meaning set forth in Section 5.01 of the Partnership Agreement. "Ton" shall mean an avoirdupois unit of two thousand pounds. "Voting Interest" shall mean, with respect to any Partner, such Partner's percentage voting interest in the Partnership as set forth opposite the Partner's name below:
Partner ------EGL Steel LTV-W MSCWC Voting Interest --------------33.5% 16.5% 50.0%

The Voting Interest of any Partner shall be adjusted only to reflect a transfer of its Partner's Interest under the Partnership Agreement in accordance with the provisions of Article XIII thereof. "Width Capacity" shall mean the theoretical annual capacity in Tons of the EG Facility to produce EG Product having a given width, assuming (1) *** inch specified thickness steel substrate, (2) a Coating Weight of *** grams of pure zinc per square meter of coated substrate surface area (on one side), (3) *** hours per year of Production Time and (4) *** Yield Loss and no defective steel substrate, all as determined in the reasonable judgment of the Technical Representatives. "Yield Loss" shall mean steel substrate scrap losses and rejections of EG Product caused by quality failures in the operation of the EG Facility and shall be calculated based on the difference between the weight of the substrate delivered to the EG Facility and the weight of the EG Product shipped from the EG Facility. Such term shall not include losses or rejections caused by any defective steel substrate which (a) is rejected by Operator prior to being processed as being unfit or unsuitable for coating or processing (other than due to improper handling by Operator) or (b) was included in EG Product but was the primary cause for rejection of the EG Product. Responsibility for rejected EG Product shall be determined by agreement of the -27-

Technical Representatives of Operator and the Partner whose Affiliate supplied the steel substrate. "Zincrometal(R)" is a registered trademark (United States Registration Number 839,031) for a coated steel previously used extensively for the manufacture of automobiles because of its corrosion resistance properties. "ZnNi" shall mean zinc-nickel alloy coatings. -28-

Exhibit 10.5

AMENDED AND RESTATED COATING AGREEMENT Dated as of July 23, 1999 By and Between BETHLEHEM STEEL CORPORATION and WALBRIDGE COATINGS, AN ILLINOIS PARTNERSHIP

TABLE OF CONTENTS
Page ARTICLE I Definitions.......................... ARTICLE II General Terms of Purchase and Sale............... ARTICLE III Other Terms and Conditions Title to Steel; Liability for Defective Steel................... Reserved Production Time........................................ Injuries to Persons............................................. Major Loss...................................................... Shipping........................................................ Warehousing..................................................... Invoices and Payment............................................ ARTICLE IV Operations Scheduling of Production Time................................... Production Priorities........................................... ARTICLE V Coating Fees Coating Fees.................................................... Fixed Fee....................................................... Scrap Credit.................................................... Proportionate Adjustment........................................ Cost Disclosure................................................. No Minimums.....................................................

2

2

3.01. 3.02. 3.03. 3.04. 3.05. 3.06. 3.07.

2 3 3 3 3 3 4

4.01. 4.02.

4 5

5.01. 5.02. 5.03. 5.04. 5.05. 5.06.

6 8 9 9 9 10

6.01. 6.02. 6.03. 6.04. 6.05. 6.06. 6.07. 6.08. 6.09. 6.10. 6.11. 6.12.

ARTICLE VI Miscellany Entire Agreement................................................ Limitations on Liabilities...................................... Amendments...................................................... Notices......................................................... Headings........................................................ Waiver of Default............................................... Severability.................................................... Assignment...................................................... Governing Law................................................... Execution in Counterparts....................................... Confidentiality................................................. Third Party Beneficiaries.......................................

10 10 11 11 12 12 13 13 13 13 13 13

-ii-

EXHIBIT 1:

Standard Terms and Conditions for Sales of EG Services by the Partnership (the "Seller") to the Purchaser (the "Buyer") Standard Terms and Conditions for Sales of Organic Coating Services by the Partnership (the "Seller") to the Purchaser (the "Buyer") Barnes Edge Conditioning Equipment Capital Recovery and Surcharge Agreement Billing Policy for Electric Buy-Through Rates Billing Agreement for Additional Quality Inspector Definitions of Terms and Phrases

EXHIBIT 2:

ANNEX I:

ANNEX II: ANNEX III: APPENDIX A:

-i-

AMENDED AND RESTATED COATING AGREEMENT THIS AMENDED AND RESTATED COATING AGREEMENT (this "Agreement"), dated as of this 23rd day of July, 1999, by and between BETHLEHEM STEEL CORPORATION, a Delaware corporation, having a place of business at Martin Tower, 1170 Eighth Avenue, Bethlehem, Pennsylvania 18016 ("Bethlehem" or the "Purchaser") and WALBRIDGE COATINGS, AN ILLINOIS PARTNERSHIP, having a place of business at 30610 East Broadway, Walbridge, Ohio 43465 (the "Partnership"), WITNESSETH: WHEREAS the Partnership was formed under the laws of Illinois for the purpose, among others, of owning (or leasing) and operating a facility designed to coat sheet metal with electrogalvanized zinc, zinc alloy or other coatings; and WHEREAS, pursuant to the Initial Transfer Agreement and the 1998 Transfer Agreement, EGL Steel purchased Inland EG's entire Partner's Interest in the Partnership so that, after giving effect to such purchase, EGL Steel had a 50% Financial Interest and a 50% Voting Interest in the Partnership; and WHEREAS, pursuant to the Purchase Agreement, LTV-W is purchasing a portion of EGL Steel's Partner's Interest so that, after giving effect to such purchase, LTV-W shall have a 16.5% Financial Interest and a 16.5% Voting Interest in the Partnership and EGL Steel shall have a 33.5% Financial Interest and a 33.5% Voting Interest in the Partnership; and WHEREAS, on the date hereof, EGL Steel, LTV-W and MSCWC are entering into the Partnership Agreement; and WHEREAS, the Partnership Agreement provides, in part, that: (a) the EG Facility will be primarily dedicated to the electrogalvanizing of coiled sheet steel for the Primary Purchasers, including Purchaser, while developing new products and markets using Organic Coatings in conjunction with EG Services, and (b) the Partnership will provide the highest quality coating service primarily for sale to Primary Purchasers; and WHEREAS, Purchaser and the Partnership desire to amend and restate the Original Coating Agreement to provide for the purchase by Purchaser of various coating services from the Partnership on the terms and conditions set forth herein; WHEREAS, the Partnership and LTV Steel, as the other Primary Purchaser, are entering into the LTV Steel Coating

Agreement as of the date hereof with respect to 33% of available Production Time; and WHEREAS, the Partnership and MSCWC are entering into the MSCWC Coating Agreement as of the date hereof relating to certain coating services for MSCWC at the EG Facility and the Partnership and Ispat Inland have previously entered into the Inland Tolling Agreement providing for certain pure zinc EG Services for Ispat Inland at the EG Facility; NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the Purchaser and the Partnership do hereby agree to amend and restate the Original Coating Agreement to read as follows: ARTICLE I Definitions Capitalized terms used herein and not otherwise defined shall have the meanings assigned thereto in Appendix A (which is attached hereto and incorporated herein by reference), such definitions to be equally applicable to both the singular and the plural forms of the terms defined. ARTICLE II General Terms of Purchase and Sale Except as otherwise expressly provided in this Agreement, Purchaser will purchase from the Partnership, and the Partnership will sell to Purchaser, coating services in accordance with the terms and conditions set forth in Exhibits 1 or 2 hereto, whichever is applicable, as amended from time to time by agreement between the Partnership and Purchaser. The term of this Agreement shall be for a period commencing on the date hereof and ending at the end of the Term (including renewals), unless this Agreement is earlier terminated or is extended to a later date by mutual agreement of the parties hereto. ARTICLE III Other Terms and Conditions SECTION 3.01. Title to Steel; Liability for Defective Steel. Purchaser or an Affiliate thereof shall, at all times, retain title to all sheet metal being processed for it at the EG Facility. Purchaser shall indemnify and hold harmless the Partnership, the Operator and its Affiliates from and against any and all customer claims (net of insurance and other recoveries) to the extent resulting from Purchaser supplying defective or faulty metal substrate for coating at the EG Facility, and -2-

Purchaser shall not assert any such claim against the Partnership, the Operator or its Affiliates. SECTION 3.02. Reserved Production Time. Purchaser shall be entitled to certain priority rights during each month to available Production Time for EG Services and Other Services at the EG Facility, all in accordance with the terms and conditions set forth in Article IV of this Agreement. SECTION 3.03. Injuries to Persons. Purchaser shall be responsible for and shall indemnify and hold harmless the Partnership, all Partners and their respective Affiliates from and against any and all damages, liabilities, losses, expenses and costs, including reasonable attorneys' fees, incurred by any of them as a result of injuries to persons at the EG Facility caused by the gross negligence or willful misconduct of Purchaser or its Affiliates; provided that if at any time the Partnership determines not to obtain the insurance specified in Section 3.08(a)(iii) of the Operating Agreement with respect to injuries caused by the negligence of Purchaser and its Affiliates, then the indemnification set forth in this Section 3.03 shall be deemed to apply to injuries caused by such negligence during any period when such insurance is not in force. SECTION 3.04. Major Loss. If, after the occurrence of a Major Loss, Section 3.10(c) of the Operating Agreement is applicable, Purchaser and the Partnership shall amend this Agreement to take into account the repairs made pursuant to such Section 3.10(c) and their effects on the provisions of this Agreement. Such amendments shall be commercially reasonable as between the Partnership and Purchaser. SECTION 3.05. Shipping. (a) Purchaser shall be responsible for arranging all of its shipments of sheet metal to the EG Facility and all such shipments shall be at the risk and expense of Purchaser. (b) The Partnership shall arrange shipments of Purchaser's finished product from the EG Facility from shipping alternatives provided by Purchaser; provided that all of such shipments shall be made at the risk and at the expense of Purchaser. (c) The Partnership shall provide cooperation and assistance in scheduling shipments of metal substrate from the EG Facility and shall provide dockside assistance in receiving, handling and shipping materials at the EG Facility. SECTION 3.06. Warehousing. Purchaser shall ship to the EG Facility sheet metal as it reasonably anticipates -3-

purchasing coating services. The Partnership shall warehouse and provide customary protection at the EG Facility for metal substrate and finished product of Purchaser stored at the EG Facility, subject to the terms and conditions set forth in Exhibits 1 or 2, whichever is applicable, in accordance with the standards of MSCWC at the EG Facility on the date hereof. SECTION 3.07. Invoices and Payment. Except in cases in which payment is otherwise expressly provided herein, the Partnership shall issue invoices for the Coating Fees payable pursuant to Article V from time to time on the date that the relevant coating service is rendered and Purchaser shall pay the total amount of each such invoice to the Partnership within thirty days after the date of such invoice; provided, however, that effective upon the completion of installation of electronic data interchange (EDI) capability at the EG Facility (at the expense of LTV Steel) and the successful electronic transmission, as determined by Operator's Information Systems Manager, of invoices to Purchaser utilizing a X.12 data format, Purchaser may elect by notice to the Operator to be invoiced with respect to each coating service rendered thereafter on the date of shipment from the EG Facility of the products to which such coating service is applied; provided, however, that each such invoice shall provide for payment (and Purchaser shall pay such invoice) within fifteen (15) days after the date of such invoice in the total amount stated therein plus, if applicable, one and one-half percent (1.5%) of such total amount per each month (or fraction thereof) from the fifteenth (15th) day after the date such coating service is rendered to the date as of which Operator is instructed by Purchaser to ship such products from the EG Facility. Except as provided in this Agreement, including Section 3.01, and Exhibits 1 or 2 hereto, whichever is applicable, Purchaser shall not, at any time, be obligated to pay the Partnership any Coating Fee under Section 5.01 hereof with respect to EG Services or Other Services rendered by the Partnership which result in a product that is not Commercially Saleable. ARTICLE IV Operations SECTION 4.01. Scheduling of Production Time. (a) On or before the 15th day of each calendar month, Purchaser shall deliver to the Partnership and to the other Primary Purchaser a binding notice ("Production Forecast") of the number of hours of Production Time which at the then current rates of production of the EG Facility will be required for the Partnership to perform the EG Services and Other Services (stated separately) for Purchaser during the third succeeding calendar month (the "Forecast Period"). Subject to the availability of Production -4-

Time, each such Production Forecast shall constitute a "Firm Order" under this Article IV with respect to the numbers of hours of Production Time stated in the Production Forecast for the Forecast Period. (b) Purchaser shall order EG Services and Other Services in a reasonably level manner so that excessive productivity demands will not be placed on Operator's operation of the EG Facility during any unit of time. SECTION 4.02. Production Priorities. (a) In scheduling available Production Time for EG Services during each month, the Partnership shall give priority to purchase orders of Purchaser for EG Services and Other Services up to the amount of Production Time for EG Services and Other Services set forth in the timely Firm Order of Purchaser for such month; provided that (i) Purchaser's right of priority for EG Services and Other Services shall be limited to sixty- seven percent (67%) of all available Production Time during such month less (x) the Production Time required by the Partnership to perform the services requested by MSCWC pursuant to the MSCWC Coating Agreement, subject to Section 7.07 of the Partnership Agreement, and (y) the Production Time specified in a timely "Firm Order" of Ispat Inland as defined in Section 6.3 of the Inland Tolling Agreement; and (ii) Purchaser shall have a right of first refusal for additional EG Services and Other Services for any available Production Time which the other Primary Purchaser, MSCWC or Ispat Inland has the right to reserve under their respective Coating Agreements or the Inland Tolling Agreement, as the case may be, but which the Partnership notifies Purchaser has not been so reserved; provided, however, that if the other Primary Purchaser or MSCWC desires to exercise a similar right of first refusal with respect to such available Production Time under its Coating Agreement, such available Production Time shall be shared as Purchaser and the other Primary Purchaser or MSCWC, as the case may be, shall agree or, in the absence of such agreement, (A) Purchaser and MSCWC shall share any such available Production Time of the other Primary Purchaser in accordance with the relative rights to Production Time of Purchaser and MSCWC at the time and (B) Purchaser shall have priority to any such available Production Time of MSCWC or Ispat Inland. The foregoing rights of first refusal shall be exercisable by Purchaser by giving notice to the Partnership not more than five days after receipt of such notice from the Partnership. Each such right of first refusal shall expire upon the expiration of such five-day period. Purchaser acknowledges that the LTV Steel Coating Agreement contains a priority right for the benefit of the other Primary Purchaser with respect to thirty-three percent (33%) of all available Production Time without any of the deductions set forth in clause (i) of the proviso to the first sentence of this -5-

Section 4.02, and the LTV Steel Coating Agreement and the MSCWC Coating Agreement contain rights of first refusal with respect to Production Time that Purchaser has the right to reserve under this Coating Agreement if Purchaser should fail to reserve it. (b) In giving effect to the above priorities, however, the Partnership may make such adjustments from time to time as are reasonably necessary or advisable to achieve economic and efficient order sizes, to make efficient use of available metal substrate and raw materials needed for such production and otherwise to maximize efficiency and levels of production. (c) If Purchaser shall fail to deliver its Production Forecast by the date specified in Section 4.01(a) of this Coating Agreement, the Partnership shall attempt to contact the appropriate personnel at Purchaser to obtain such Production Forecast, but if in the Partnership's judgment such Production Forecast is not received within a reasonable time thereafter, (i) the priority set forth in Section 4.02(a) for Purchaser shall not be in effect for the Forecast Period involved and (ii) the rights of first refusal of LTV Steel and MSCWC provided in Section 4.02 (a) of their respective Coating Agreements shall be in effect for such Forecast Period. (d) Notwithstanding the foregoing, if the General Manager of the Operating Partner causes the Partnership to sell electrogalvanizing, coating and associated services to parties other than the Primary Purchasers, Ispat Inland or MSCWC during any Forecast Period in accordance with guidelines established from time to time by the Management Committee and Section 10.04 of the Partnership Agreement, the Partnership shall give priority to orders for such sales equal to Purchaser's rights to priority under this Section 4.02 and the rights to priority of the other Primary Purchaser and MSCWC under Section 4.02 of the other Coating Agreements, but only to the extent necessary to permit the filling of such orders; provided, however, that to the extent that Production Time is committed by the Partnership for sales to outside parties for a period of time greater than six months, which shall require the consent of all Partners, the Production Time required for such sales shall have the same priority as the rights to production time of Purchaser, the other Primary Purchaser and MSCWC during the term of such commitment. (e) The Partnership shall cause Operator to furnish to Purchaser a copy of each Production Schedule established by Operator in accordance with Section 4.01 of the Operating Agreement not less than the fifth day before the beginning of each Forecast Period. -6-

ARTICLE V Coating Fees SECTION 5.01. Coating Fees. In consideration of the services to be rendered to Purchaser and its other benefits under this Agreement, and subject to Section 7.07 of the Partnership Agreement, Purchaser agrees to pay the following fees to the Partnership: (a) For each Standard Ton of pure zinc electroplating produced, the Purchaser shall pay a Coating Fee equal to (i) for the period beginning and including January 1, 1999 and concluding and including December 31, 2000, *** and (ii) for the period beginning and including January 1, 2001 and concluding and including December 31, 2001, ***. Such fees may be adjusted for changes in the cost of zinc or electricity (i.e., the twelve month average variable kilowatt hour cost per Standard Ton) since July 1, 1998, pursuant to the same procedure as is provided for Ispat Inland in Section 4.2 of the Inland Tolling Agreement. (b) For each Standard Ton of ZnNi electroplating produced, the Purchaser shall pay a Coating Fee equal to (i) for the period beginning and including January 1, 1999 and concluding and including December 31, 2000, *** and (ii) for the period beginning and including January 1, 2001 and concluding and including December 31, 2001, ***. Such fees may be adjusted for changes in the cost of zinc, nickel or electricity (i.e., the twelve month average variable kilowatt hour cost per Standard Ton) since July 1, 1998, pursuant to the procedure provided in Section 4.2 of the Inland Tolling Agreement (using a price for nickel equal to the 3-month forward quotation for nickel determined by the London Metal Exchange and published in The Wall Street Journal). (c) For each transition from pure zinc production to ZnNi production and back to pure zinc production, the Partnership shall charge Purchaser an additional Coating Fee (subject to the last sentence of this paragraph) equal to the product of (a) *** (the agreed number of Tons of Reference Strip that could have been produced at standard utilization rates and at Design Capacity during the transition time) times (b) *** (equal to the transition fee per Ton of Reference Strip in effect immediately prior to July 1, 1998, which shall be applicable during the entire term of this Agreement, subject to adjustment only for certain changes in the cost of electricity since July 1, 1998 under the same procedure provided for Ispat Inland under Section 4.2 of the Inland Tolling Agreement). Such additional Coating Fee shall be prorated among the Primary Purchasers and MSCWC in accordance with the number of Tons of Reference Strip produced for each of them during the particular ZnNi production run. -7-

(d) The Coating Fee for any other items (such as special packaging supplies) furnished by the Partnership shall be the same as the Partnership's cost for such items. (e) The Coating Fee for any Organic Coating shall be the same as the Operator's Fees for such services and shall be determined by negotiations between the Primary Purchasers and the Operator to yield a *** profit to the Operator (i.e., Coating Fees = Operator's total costs divided by ***). Any such negotiated Coating Fees shall be subject to review from time to time to reflect increases or decreases in costs. (f) The Purchaser's Coating Fee for base slitting services shall be *** per Ton processed, for critical inspection processing shall be *** per Ton inspected and for VW-type packaging shall be *** per Ton packaged. The provisions of the agreements for the Barnes edge conditioning equipment (as set forth in Annex I hereto), electric buy-through rates (as set forth in Annex II hereto) and additional quality inspections (as set forth in Annex III hereto) will continue in effect during the term of this Agreement; provided, however, that each reference in such agreements to Inland shall be deemed to be a reference to LTV Steel. The Purchaser's Coating Fee for mode changes shall be *** per hour of downtime, plus the cost of any lead strip furnished by the Partnership, subject to a minimum charge for each mode change of *** (for 15 minutes). (g) For warehousing finished steel coils more than 90 days after completion of coating services, the Purchaser shall pay a Coating Fee equal to *** per Ton stored per calendar month or fraction of a calendar month after such 90-day period. SECTION 5.02. Fixed Fee. (a) The Purchaser shall pay to the Partnership each month, commencing in August, 1999 and ending in January, 2005, in each case for the immediately preceding month, an additional Coating Fee equal to a portion of the Partnership's estimated fixed costs for real estate taxes, personal property taxes, Insurance Costs, rent and fixed electricity (the "Allocated Fixed Costs"), during the immediately preceding month. The portion of the Allocated Fixed Costs to be paid by Purchaser each month shall equal the product of onetwelfth of the estimated total Allocated Fixed Costs of the Partnership for the then current Fiscal Year times sixty-seven percent (0.67), less (i) an amount equal to the product of *** times the total number of Standard Tons of products produced by the Partnership for Ispat Inland and its subsidiaries during the immediately preceding month; provided, however, that such amount shall be limited to the amount which when divided by one-twelfth of the estimated total Allocated Fixed Costs for the then current Fiscal Year results in the total percentage of Production Time to -8-

which Ispat Inland is entitled under the Inland Tolling Agreement for the immediately preceding month; (ii) with respect to the payment due in each month from February, 2000 to January, 2001, both inclusive, each payment relating to the immediately preceding month, an amount equal to the product of (x) one- twelfth of the estimated total Allocated Fixed Costs for the then current Fiscal Year times (y) *** (i.e., ***); and (iii) with respect to the payment due in each month from February, 2001 to January, 2005, both inclusive, each payment relating to the immediately preceding month, an amount equal to the product of (x) one-twelfth of the estimated total Allocated Fixed Costs for the then current Fiscal Year times (y) *** (i.e., ***); provided, further, that clauses (ii) and (iii) of this sentence shall be subject to Section 7.07 of the Partnership Agreement. (b) The Partnership shall forward to Purchaser a copy of each invoice or other statement for Allocated Fixed Costs within 15 days after the Partnership's receipt thereof. Within 90 days after the end of each Fiscal Year, the Partnership shall reconcile the estimated total annual Allocated Fixed Costs used to calculate Purchaser's payments for such Fiscal Year pursuant to Section 5.02(a) hereof to the actual Allocated Fixed Costs incurred by the Partnership during such Fiscal Year and give credit to Purchaser for any excess of Purchaser's total amount paid under this Section 5.02 for such Fiscal Year over the total reconciled amount receivable from Purchaser under this Section 5.02 for such Fiscal Year or charge Purchaser for any excess of such total reconciled amount receivable for such Fiscal Year over such total amount paid for such Fiscal Year; provided, however, that such reconciliation for Fiscal Year 1999 shall be as set forth in a separate letter agreement dated as of the date hereof among the Partnership, Bethlehem, LTV Steel and MSCWC. SECTION 5.03. Scrap Credit. The Partnership is hereby authorized to sell all scrap metal generated by the Partnership's performance of EG Services or Other Services for Purchaser under this Agreement and to retain all proceeds of such sales; provided, however, that the Partnership shall issue monthly scrap credits equal to (a) the product of (i) the actual weight of scrap generated by such performance during the particular month times (ii) the price for #1 dealer bundles (low side) as quoted in Iron Age's "New Steel" magazine for such month for Detroit, less (b) a *** per Ton handling fee, plus (c) *** of any excess of the proceeds of the sale of such scrap over the product of (i) the actual weight of scrap generated by such performance during the particular month times (ii) the price for #1 dealer bundles (low side) as quoted in Iron Age's "New Steel" magazine for such month for Detroit. -9-

SECTION 5.04. Proportionate Adjustment. In each case under this Article V in which a Coating Fee is specified per "Standard Ton," (a) the Coating Fees for services to produce Reference Strip shall be calculated by multiplying the specified amount of Coating Fees times the actual number of Tons of product produced, and (b) the Coating Fees for services to produce any EG Product other than Reference Strip shall be calculated by multiplying the specified amount of Coating Fees times the product of the actual number of Tons of product produced times the Standard Ton Factor for such EG Product. SECTION 5.05. Cost Disclosure. (a) Purchaser represents and warrants that as of the date hereof, neither Purchaser nor any of its Affiliates is entitled to receive any discount, rebate, refund or other similar payment or credit from the Partnership or the Operator or any of Operator's Affiliates other than as provided in this Coating Agreement or in the Operating Agreement. (b) Purchaser covenants that during the term of this Coating Agreement, neither Purchaser nor any of its Affiliates shall accept any discount, rebate, refund or other similar payment or credit from the Partnership or the Operator or any of Operator's Affiliates with respect to services rendered to such Purchaser by the Partnership, other than as provided for herein, unless Purchaser shall promptly disclose such discount, rebate, refund or other similar payment or credit to the other Primary Purchaser. SECTION 5.06. No Minimums. The Partnership acknowledges that Purchaser assumes no obligation to order any minimum amounts of EG Services or Other Services. ARTICLE VI Miscellany SECTION 6.01. Entire Agreement. (a) This Agreement, the other Definitive Agreements referred to herein or executed contemporaneously herewith and the Purchase Agreement supersede all prior oral and written agreements and understandings of the parties hereto with respect to the transactions contemplated hereby, including but not limited to the Original Coating Agreement and the 1998 Extension Agreement, and the parties shall look only to this Agreement, such other Definitive Agreements and the Purchase Agreement for the rights and obligations of the parties with respect to each other in relation to the subject matter hereof; provided, however, that nothing herein shall supersede any agreements or understandings heretofore set forth in the minutes of proceedings of the Management Committee that -10-

are not superseded in effect by this Agreement, such other Definitive Agreements or the Purchase Agreement; and provided, further, that no such agreements or understandings heretofore set forth in the minutes of proceedings of the Management Committee shall be applicable to or binding on LTV-W or its Affiliates. (b) Purchaser covenants that during the term of this Coating Agreement, neither Purchaser nor any of its Affiliates will enter into or become a party to any agreement with any Partner or any Affiliate thereof relating to the use of the EG Facility that does not include both LTV Steel and MSCWC (or their respective Affiliates) as parties, unless such agreement shall be fully disclosed to whichever of them is not also to become a party thereto (for purposes of this Section 6.01(b), the "Excluded Party"), and the Excluded Party shall have a reasonable amount of time to review such agreement before it becomes effective. If such agreement could reasonably be expected to have an adverse impact on the Excluded Party (or any of its Affiliates), the Excluded Party shall have the right to seek relief with respect thereto pursuant to Article XIV of the Partnership Agreement; provided, however, that this Section 6.02(b) shall not apply to any agreement for the sale of sheet metal pursuant to the proviso in Section 3.01 of the MSCWC Coating Agreement. SECTION 6.02. Limitations on Liabilities. The liability of the Partnership, Operator, the other Partners and their respective successors and assigns to Purchaser for any loss, damage or injury of any nature or kind resulting from the breach of the Partnership's covenants herein shall not, except as expressly provided herein, include any amounts in respect of indirect or consequential damages or commercial loss, damage or injury, such as loss of profits or production. The liability of Purchaser to the Partnership, Operator, the other Partners and their respective successors and assigns for any loss, damage or injury of any nature or kind resulting from the breach of Purchaser's covenants herein shall not, except as expressly provided herein, include any amounts in respect of indirect or consequential damages or commercial loss, damage or injury, such as loss of profits or production. SECTION 6.03. Amendments. This Agreement may not be modified or amended except by written agreement of the parties hereto. SECTION 6.04. Notices. Any notice, consent, request, report or other document required or permitted under the terms of this Agreement shall be in writing and shall be effective (a) when personally delivered on a business day during normal business hours to the party to be given such notice at the -11-

address designated by it for such delivery below or (b) on the business day following the day such notice shall have been sent by telecopier or similar electronic device (providing confirmation of transmission) or by reputable overnight courier (providing proof of delivery) sent to such address, whichever shall first occur. Until otherwise specified by notice, the addresses for such notice shall be: (i) if to Purchaser: Bethlehem Steel Corporation Room 2036, Martin tower 1170 Eighth Avenue Bethlehem, Pennsylvania 18016 Attention: Mr. David M. Beckwith Counsel Telecopier Number: (215) 694-7086 (ii) if to the Partnership: Walbridge Coatings, An Illinois Partnership 30610 East Broadway Walbridge, Ohio 43465 Attention: Management Committee Telecopier Number: (419) 661-5951 (Together with copies to the Partners) (iii) if to the Partners: (A) EGL Steel Inc. In care of Bethlehem Steel Corporation Room 2036, Martin Tower 1170 Eighth Avenue Bethlehem, Pennsylvania 18016 Attention: Mr. David M. Beckwith Vice President Telecopier Number: (215) 694-7086 (B) LTV-Walbridge, Inc. In care of The LTV Corporation 200 Public Square Cleveland, Ohio 44114 Attention: General Counsel Telecopier Number: (216) 622-5688 -12-

(C) MSC Walbridge Coatings Inc. 30610 East Broadway Walbridge, Ohio 43465 Attention: Group Vice President and General Manager Telecopier Number: (419) 661-5951 with a copy to: Material Sciences Corporation 2200 Pratt Boulevard Elk Grove Village, Illinois 60007 Attention: Chief Financial Officer Telecopier Number: (847) 718-8643 provided, however, that any entity listed above may change the address to which notices and other communications to it shall be sent by giving to the other entities listed above written notice of such change, in which case notices and other communications to the entity giving the notice of the change of address shall not be deemed to have been sufficiently given or delivered unless addressed to it at the new address as stated in said notice; provided further, that notices and other communications to the Partnership shall not be deemed to have been sufficiently given or delivered unless and until a copy thereof shall be given or delivered as above provided to each of the Partners. SECTION 6.05. Headings. The headings of the Articles, Sections and Exhibits of this Agreement are for the convenience of reference only and shall not be construed to be part of this Agreement. SECTION 6.06. Waiver of Default. Any waiver at any time by any party hereto of its rights under this Agreement shall not constitute a waiver of any other default hereunder. No delay or omission by any party to exercise any right or power accruing upon a default hereunder shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein. SECTION 6.07. Severability. In case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision or provisions had never been contained herein unless the deletion of such provision or provisions would result in such a material change as to cause performance of the remaining obligations to be -13-

unreasonable, in which case the parties hereto shall negotiate in good faith to amend this Agreement and the other Definitive Agreements to take into account such material change in a manner that is fair and equitable to all parties hereto and to achieve the purposes of Section 2.1 of the Operating Agreement. SECTION 6.08. Assignment. Except as otherwise provided in the Partnership Agreement, no party hereto shall assign this Agreement or any of its rights or obligations hereunder except with the consent of the other party and upon the express assumption by the assignee of the obligations of such party hereunder. SECTION 6.09. Governing Law. This Agreement shall be governed by the laws of the State of Illinois. SECTION 6.10. Execution in Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and shall become a binding agreement when each of the parties hereto shall have executed and delivered a counterpart of this Agreement to the other party. SECTION 6.11. Confidentiality. The parties acknowledge that this Agreement contains confidential information regarding the operation of the Partnership. Except as required by law, including applicable securities laws, or otherwise agreed to by the parties hereto, the parties agree to maintain the contents of this Agreement confidential in accordance with Article XVI of the Partnership Agreement. SECTION 6.12. Third Party Beneficiaries. Each of the Partners of the Partnership, including the Operator, shall be an express third party beneficiary of this Agreement and entitled to enforce the rights of the Partnership hereunder. -14-

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed and delivered as of the date first above written. BETHLEHEM STEEL CORPORATION By:________________________________________ Name: Title: WALBRIDGE COATINGS, AN ILLINOIS PARTNERSHIP
By: MSC WALBRIDGE COATINGS INC., General Partner By:__________________________________ Name: James J. Waclawik, Sr. Title: Vice President, Chief Financial Officer and Secretary

By: EGL STEEL INC., General Partner By:__________________________________ Name:

Title: By: LTV-WALBRIDGE, INC., General Partner By:__________________________________ Name: Title: -15-

ANNEX I Barnes Edge Conditioning Equipment Capital Recovery and Surcharge Agreement -16-

ANNEX II Billing Policy for Electric Buy-Through Rates -17-

ANNEX III Billing Agreement for Additional Quality Inspector -18-

APPENDIX A TO THE PARENT AGREEMENT, PARTNERSHIP AGREEMENT, OPERATING AGREEMENT and COATING AGREEMENTS Definitions of Terms and Phrases The following terms and phrases shall have the following definitions when capitalized in each of the Parent Agreement, the Partnership Agreement, the Operating Agreement, and the Coating Agreements unless the context shall otherwise require: "Affiliate" shall mean, with respect to any specified person, a person (as defined in Section 2(2) of the Securities Act of 1933, as amended) that directly, or indirectly through one or more intermediaries, Controls or in Controlled By, or is Under Common Control With, the person specified. "Allocated Fixed Costs" shall have the meaning set forth in Section 5.02 of the Coating Agreements. "Appraised Partnership Interest Dissolution Value" shall have the meaning set forth in Section 15.06 of the Partnership Agreement. "Bethlehem" shall mean Bethlehem Steel Corporation, a Delaware corporation. "Bethlehem Coating Agreement" shall mean that certain Amended and Restated Coating Agreement dated as of July 23, 1999 by and between the Partnership and Bethlehem as amended from time to time in accordance with its terms. "Coating Agreement" shall mean: (a) individually, the Bethlehem Coating Agreement, the LTV Steel Coating Agreement or the MSCWC Coating Agreement, as amended from time to time in accordance with the terms thereof, and (b) collectively, all of such agreements.

"Coating Fee" shall mean the various fees charged by the Partnership for performing coating services pursuant to the Coating Agreements. "Coating Weight" shall mean the amount of zinc ordered to be applied by the EG process to the steel substrate, expressed in grams per square meter of coated substrate surface area. "Code" shall mean the Internal Revenue Code of 1986, as amended. "Commercially Saleable" shall mean with respect to coating services such coated sheet metal as is capable of being marketed and sold as a prime product (satisfying the Coating Weight and other specifications ordered) at the then current market price for such prime product. "Control" (including the terms "Controlling," "Controlled By" and "Under Common Control With") shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person (as defined in Section 2(2) of the Securities Act of 1933, as amended), whether through the ownership of voting securities, by contract, or otherwise. "Definitive Agreements" shall mean the Parent Agreement, the Partnership Agreement, the Operating Agreement and the Coating Agreements. "Design Capacity" shall mean the capacity of the EG Facility to produce *** Tons, net of all Yield Loss, of Reference Strip annually, subject to adjustment pursuant to Section 5.03 of the Operating Agreement, and with respect to any other unit of time shall mean the pro rata amount based on such annual rate. "EG" shall mean electroplating, which is the process of applying zinc or alloy coatings to sheet steel by an electrolytic plating process. "EG Facility" shall mean the entire coil coating facility located at 30610 East Broadway, Walbridge, Ohio 43465, together with all fixtures, furnishings, machinery, equipment and improvements located at such facility. "EGL Steel" shall mean EGL Steel, Inc., a Delaware corporation. -2-

"EG Product" shall mean electroplated steel coils produced at the EG Facility. "EG Services" shall mean all services rendered in connection with the production of EG Product. "Financial Interest" shall mean, with respect to any Partner, such Partner's percentage financial interest in the Partnership as set forth opposite the Partner's name indicated below:
Partner ------EGL Steel LTV-W MSCWC Financial Interest -----------------33.5% 16.5% 50.0%

"Firm Order" shall mean an order placed by a Primary Purchaser or by MSCWC for coating services pursuant to Section 4.01(a) of the relevant Coating Agreement. "Fiscal Quarter" shall mean each of the periods of three calendar months ended on the last day of May, August, November and February of each Fiscal Year. "Fiscal Year" shall mean the period commencing on the first day of March of each calendar year and ending on the last day of February of the next successive calendar year. "Force Majeure" shall mean any cause or causes beyond the control of, and without fault or negligence of, the entity asserting a claim of Force Majeure, including but not limited to any acts of God, strikes, lockouts or other labor disputes or industrial disturbances, acts of the public enemy, wars, blockades, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, hurricanes, tornadoes, other storms, floods, washouts or other acts of nature, civil disturbances, explosions, temporary or permanent failure of electrical supply, acts, directives or binding orders of any court or governmental authority or persons purporting to act therefor and such orders or regulations of governmental bodies or agencies asserting jurisdiction as would materially inhibit or prohibit the entity from performing under the Definitive Agreements or would require such entity to accept a condition reasonably unacceptable to it, so long as such occurred without the fault or negligence of such entity. "Forecast Period" shall have the meaning set forth in Section 4.01 of the Coating Agreements. -3-

"Guarantor" shall mean: (a) with respect to EGL Steel, Bethlehem; (b) with respect to LTV-W and LTV Steel, LTV; (c) with respect to MSCWC, MSCPFM and MSC; and (d) with respect to MSCPFM, MSC. "Initial Transfer Agreement" shall mean the Transfer Agreement dated as of May 29, 1991, among Ispat Inland, Inland, Inland EG, Bethlehem and EGL Steel, as amended April 23, 1992 and June 5, 1992. "Inland" shall mean Inland Steel Company, a Delaware corporation (which has been merged into Ispat Inland). "Inland EG" shall mean Inland Steel Electrogalvanizing Corporation, a Delaware corporation. "Inland Option Tons" shall mean the coating services which Ispat Inland may require the Partnership to perform pursuant to Section 3.2 of the Inland Tolling Agreement. "Inland Tolling Agreement" shall mean that certain Tolling Agreement dated as of June 30, 1998 entered into by and between Ispat Inland (as successor to Inland) and the Partnership. "Insurance Costs" shall mean all costs of the insurance coverages required to be maintained pursuant to Section 3.08 of the Operating Agreement or otherwise maintained with the approval of the Partnership, including premiums, the cost of maintaining any records required by such insurance coverages, and the amount of any casualty losses incurred which are not reimbursed under such insurance coverages due to deductible or coinsurance requirements. Insurance Costs shall also include the costs of any self-insurance program approved by the Partnership for the EG Facility or its operations, including all costs associated with administering such program as well as all losses incurred thereunder. "Intellectual Property" shall have the meaning given to such term in Section 3.01(g) of the Parent Agreement. "Ispat Inland" shall mean Ispat Inland Inc., a Delaware corporation (formerly known as Inland Steel Industries, Inc.). "LTV" shall mean The LTV Corporation, a Delaware corporation. -4-

"LTV Steel" shall mean LTV Steel Company, Inc., a New Jersey corporation and a wholly-owned subsidiary of LTV. "LTV Steel Coating Agreement" shall mean that certain Coating Agreement dated as of July 23, 1999 by and between the Partnership and LTV Steel, as amended from time to time in accordance with its terms. "LTV-W" shall mean LTV-Walbridge, Inc., a Delaware corporation and a wholly-owned subsidiary of LTV Steel. "Major Loss" shall mean substantial damage or destruction by fire or other casualty of the EG Facility or any portion thereof, or the taking, requisitioning or sale of the use, occupancy or title to the EG Facility or any substantial portion thereof in, by or on account of any actual or threatened eminent domain proceeding or other action by any person or entity having the power of eminent domain. "Management Committee" shall mean the management committee of the Partnership established by Article VIII of the Partnership Agreement. "MSC" shall mean Material Sciences Corporation, a Delaware corporation. "MSCPFM" shall mean MSC Pre Finish Metals Inc., an Illinois corporation (formerly known as Pre Finish Metals Incorporated) and a wholly-owned subsidiary of MSC. "MSCPFM Lease" shall mean that certain lease dated as of December 1, 1980 by and between MSCPFM and Corporate Property Associates/Corporate Property Associates 2, as amended. "MSCWC" shall mean MSC Walbridge Coatings Inc., a Delaware corporation (formerly known as Pre Finish Metals (EG) Incorporated) and a wholly-owned subsidiary of MSCPFM. "MSCWC Coating Agreement" shall mean that certain Coating Agreement dated as of July 23, 1999 by and between the Partnership and MSCWC, as amended from time to time in accordance with its terms. "Net Fair Market Value" shall mean the following: (a) In the case of a Partner's Interest, the fair market value of the assets and interests being valued, less any liabilities associated therewith (determined in -5-

accordance with generally accepted accounting principles), on a going concern basis and assuming a willing buyer and a willing seller, neither of whom is under any compulsion to buy or sell and each of whom has equal access to all pertinent facts, all as determined by appraisal under Section 13.05 of the Partnership Agreement, or (b) In the case of the EG Facility, the fair market value of the assets thereof, less any liabilities associated therewith (determined in accordance with generally accepted accounting principles) which are assumed by the purchaser in accordance with the governing instruments thereof or with the consent of the persons or entities to whom the obligation is owed, on a going concern basis and assuming a willing buyer and a willing seller, neither of whom is under any compulsion to buy or sell and each of whom has equal access to all pertinent facts, all as determined by appraisal under Section 15.04 of the Partnership Agreement. "1998 Extension Agreement" shall mean that certain 1998 Extension Agreement dated as of December 31, 1998 entered into by and among EGL Steel, Bethlehem, MSCWC, MSCPFM and MSC. "1998 Transfer Agreement" shall mean the Transfer Agreement dated as of June 30, 1998 among Ispat Inland, Inland, Inland EG, Bethlehem and EGL Steel. "Operating Agreement" shall mean that certain Amended and Restated Operating Agreement dated as of July 23, 1999 by and between the Partnership and MSCWC, as amended from time to time in accordance with its terms. "Operating Partner" shall mean MSCWC, its successor or assign. "Operator" shall mean MSCWC, its successor or assign, as Operating Partner under the Operating Agreement. "Operator's Fee" shall mean the various fees charged by Operator for rendering services to the Partnership pursuant to the Operating Agreement. "Organic Coating" shall mean any organic (non-metal) coating on sheet metal, including Zincrometal(R). "Original Coating Agreement" shall mean that certain Coating Agreement dated as of October 15, 1984 by and -6-

between the Partnership and Bethlehem, as amended up to the date immediately prior to the execution and delivery of the Bethlehem Coating Agreement. "Original Operating Agreement" shall mean that certain Operating Agreement dated as of October 15, 1984 by and between the Partnership and MSCWC, as amended up to the date immediately prior to the execution and delivery of the Operating Agreement. "Original Parent Agreement" shall mean that certain Parent Agreement dated as of October 15, 1984 by and among Bethlehem, Inland, Ispat Inland, MSCPFM and MSC, as amended up to the date immediately prior to the execution and delivery of the Parent Agreement. "Original Partnership Agreement" shall mean that certain Partnership Agreement dated as of August 30, 1984 by and among EGL Steel, Inland EG and MSCWC, as amended up to the date immediately prior to the execution and delivery of the Partnership Agreement. "Other Services" shall mean all services (including any Organic Coating services) rendered by the Partnership, but excluding EG Services. "Parent Agreement" shall mean the Amended and Restated Parent Agreement dated as of July 23, 1999 by and among each of Bethlehem, LTV, MSCPFM and MSC, as amended from time to time in accordance with its terms. "Partner" or "Partners" shall mean a general partner or partners of the Partnership and shall include each of EGL Steel, LTV-W and MSCWC and their respective successors and assigns as Partners who become such in a manner consistent with Article XIII of the Partnership Agreement. "Partner's Account" shall mean, in respect of any Partner, the account maintained for such Partner in accordance with Section 9.03 of the Partnership Agreement. "Partner's Interest" shall mean, with respect to each Partner, (i) such Partner's general partner interest in the Partnership (including all its advances to, and any other claims against, the Partnership) and (ii) the interest, if any, of such Partner or any Affiliate of such Partner in the Parent Agreement, the Partnership Agreement, the Operating Agreement and the Coating Agreements. -7-

"Partnership" shall mean Walbridge Coatings, An Illinois Partnership, continued and governed by the Partnership Agreement. "Partnership Agreement" shall mean that certain Amended and Restated Partnership Agreement dated as of July 23, 1999 by and among EGL Steel, LTV-W and MSCWC, as amended from time to time in accordance with its terms. "Primary Purchaser" shall mean: (a) individually, either of Bethlehem or LTV Steel and (b) collectively, both of them. "Prime Commercial Paper" shall mean commercial paper which is rated P-1 by Moody's Investors Services, Inc., or A-1 by Standard and Poor's Corporation, having a remaining term until maturity of not more than one year. "Production Forecast" shall mean the forecast described in Section 4.01 of each Coating Agreement. "Production Schedule" shall mean the schedule described in Section 4.01(b) of the Operating Agreement. "Production Time" shall mean the time, as determined by Operator, available for the production of EG Product or the rendering of Other Services in accordance with the Operating Agreement and the Inland Tolling Agreement during which the EG Facility is not shut down for testing, for transition to ZnNi production or back to pure zinc production, for other scheduled or estimated unscheduled downtime, for maintenance or repairs, for the making of capital improvements, for national holidays, or due to Force Majeure. "Purchase Agreement" shall mean the Purchase Agreement dated as of July 23, 1999 among LTV-W, LTV, EGL Steel, Bethlehem, MSCWC and MSC. "Purchaser" shall mean (a) with respect to the LTV Steel Coating Agreement, LTV Steel, (b) with respect to the Bethlehem Coating Agreement, Bethlehem and (c) with respect to the MSCWC Coating Agreement, MSCWC. "Reference Strip" shall mean a *** wide,***-inch minimum thickness steel coil to which a minimum Coating Weight of *** grams of zinc per square meter has been applied on one side only by the EG process. "Reporting Period" shall mean a calendar month. -8-

"S, G & A Expenses" shall mean all expenses of Operator or its Affiliates for administrative support of the EG Facility and its operations. "Standard Capacity" shall mean for any EG Product the product of (a) the Width Capacity for such EG Product times (b) the quotient of the specified thickness of the processed steel substrate divided by *** times (c) the quotient of *** divided by the Coating Weight applied to the processed steel substrate. "Standard Costs" shall mean the standard costs developed by the Partnership and the Operating Partner as specified in Section 6.4 of the Original Operating Agreement. "Standard Ton Factor" shall mean for any EG Product the quotient of ***, divided by the Standard Capacity for such EG Product. Accordingly, the Standard Ton Factor for Reference Strip shall be one (1). "Standard Tons" shall mean a Ton of Reference Strip, subject to Section 5.05 of the Operating Agreement and Section 5.04 of the Coating Agreements. "Sublease" shall mean the Sublease dated as of May 30, 1986, as amended, between MSCPFM and the Partnership. "Subsidiary" shall mean (i) with respect to Bethlehem, EGL Steel; (ii) with respect to LTV, LTV-W or LTV Steel; (iii) with respect to LTV Steel, LTV-W; (iv) with respect to MSC, MSCPFM or MSCWC; and (iv) with respect to MSCPFM, MSCWC. "Taxes" shall mean all taxes (except income taxes) paid or incurred by Operator in the operation of the EG Facility and of a type in existence as of this date hereof, such taxes to include, but not be limited to, all real estate and personal property taxes and assessments on the EG Facility or the equipment, supplies or inventories contained therein, all sales and use taxes, and all governmental franchises, licenses and permits; provided, however, that if any other taxes are enacted after the date hereof, such taxes shall also be included in the terms "Taxes" to the extent appropriate to do so in accordance with the provisions of Article II of the Partnership Agreement. "Technical Representative" shall mean the person designated by Operator and each Partner (other than the Operating Partner) from time to time to represent such party -9-

in connection with any of the matters specified as being the responsibility of the Technical Representatives. "Term" shall have the meaning set forth in Section 5.01 of the Partnership Agreement. "Termination Notice" shall have the meaning set forth in Section 5.01 of the Partnership Agreement. "Ton" shall mean an avoirdupois unit of two thousand pounds. "Voting Interest" shall mean, with respect to any Partner, such Partner's percentage voting interest in the Partnership as set forth opposite the Partner's name below:
Partner ------EGL Steel LTV-W MSCWC Voting Interest --------------33.5% 16.5% 50.0%

The Voting Interest of any Partner shall be adjusted only to reflect a transfer of its Partner's Interest under the Partnership Agreement in accordance with the provisions of Article XIII thereof. "Width Capacity" shall mean the theoretical annual capacity in Tons of the EG Facility to produce EG Product having a given width, assuming (1) *** inch specified thickness steel substrate, (2) a Coating Weight of *** grams of pure zinc per square meter of coated substrate surface area (on one side), (3) *** hours per year of Production Time and (4) *** Yield Loss and no defective steel substrate, all as determined in the reasonable judgment of the Technical Representatives. "Yield Loss" shall mean steel substrate scrap losses and rejections of EG Product caused by quality failures in the operation of the EG Facility and shall be calculated based on the difference between the weight of the substrate delivered to the EG Facility and the weight of the EG Product shipped from the EG Facility. Such term shall not include losses or rejections caused by any defective steel substrate which (a) is rejected by Operator prior to being processed as being unfit or unsuitable for coating or processing (other than due to improper handling by Operator) or (b) was included in EG Product but was the primary cause for rejection of the EG Product. Responsibility for rejected EG Product shall be determined by agreement of the -10-

Technical Representatives of Operator and the Partner whose Affiliate supplied the steel substrate. "Zincrometal(R)" is a registered trademark (United States Registration Number 839,031) for a coated steel previously used extensively for the manufacture of automobiles because of its corrosion resistance properties. "ZnNi" shall mean zinc-nickel alloy coatings. -11-

Exhibit 10.6

AMENDED AND RESTATED PARENT AGREEMENT Dated as of July 23, 1999 Among BETHLEHEM STEEL CORPORATION THE LTV CORPORATION MATERIAL SCIENCES CORPORATION And MSC PRE FINISH METALS INC.

TABLE OF CONTENTS
Page ARTICLE I Definitions................................................... ARTICLE II Guaranty SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION 2.01. 2.02. 2.03. 2.04. 2.05. 2.06. 2.07. 2.08. Guaranties.................................................... Absolute Guaranty............................................. Character of Each Guarantor's Obligation...................... Discharge Only Upon Dissolution and Winding Up of the Partnership; Reinstatement In Certain Circumstances........... Waivers....................................................... Corporate Changes............................................. Subrogation................................................... Limitation.................................................... ARTICLE III Representations and Warranties SECTION SECTION SECTION SECTION 3.01. 3.02. 3.03. 3.04. By MSC and MSCPFM to LTV...................................... 8 By MSC and MSCPFM to Bethlehem................................ 10 By Bethlehem to LTV........................................... 10 Knowledge..................................................... 11 ARTICLE IV Additional Covenants SECTION SECTION SECTION SECTION SECTION SECTION 4.01. 4.02. 4.03. 4.04. 4.05. 4.06. MSCPFM's Obligation as Tenant................................. Dedication of Management...................................... Marketing Product............................................. Licenses/Intellectual Property................................ Other Joint EG Projects....................................... Independent EG Projects....................................... ARTICLE V Miscellaneous SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION 5.01. 5.02. 5.03. 5.04. 5.05. 5.06. 5.07. 5.08. 5.09. Entire Agreement.............................................. Modification, Waiver.......................................... Severability.................................................. Notices....................................................... Successors and Assigns........................................ Governing Law................................................. Confidentiality............................................... No Consequential Damages...................................... Headings...................................................... Legal Description of Leased Premises Certain Officers of MSCPFM and MSCWC Definitions of Terms and Phrases 13 13 13 13 14 15 15 15 16 11 11 12 12 12 12 2 4 4 6 6 7 7 7 2

Schedule 1: Schedule 2: Appendix A:

-i-

AMENDED AND RESTATED PARENT AGREEMENT THIS AMENDED AND RESTATED PARENT AGREEMENT, dated as of the 23rd day of July, 1999, among BETHLEHEM STEEL CORPORATION, a Delaware corporation ("Bethlehem"), THE LTV CORPORATION, a Delaware corporation ("LTV"), MATERIAL SCIENCES CORPORATION, a Delaware corporation ("MSC"), and MSC PRE FINISH METALS INC., an Illinois corporation and formerly known as Pre Finish Metals Incorporated ("MSCPFM"), (Bethlehem, LTV, MSC and MSCPFM sometimes also referred to individually as a "Guarantor" and collectively or in combination as "Guarantors"). W I T N E S S E T H: WHEREAS, pursuant to the Original Partnership Agreement, EGL Steel, Inland EG and MSCWC formed a general partnership named "Walbridge Coatings, An Illinois Partnership" under the laws of the State of Illinois for the purpose of owning (or leasing) and operating the EG Facility; and WHEREAS, pursuant to the Initial Transfer Agreement and the 1998 Transfer Agreement, EGL Steel purchased Inland EG's entire Partner's Interest in the Partnership so that, after giving effect to such purchase, EGL Steel had a 50% Financial Interest and a 50% Voting Interest in the Partnership; and WHEREAS, pursuant to the Purchase Agreement, LTV-W is purchasing a portion of EGL Steel's Partner's Interest so that, after giving effect to such purchase, LTV-W shall have a 16.5% Financial Interest and a 16.5% Voting Interest in the Partnership and EGL Steel shall have a 33.5% Financial Interest and a 33.5% Voting Interest in the Partnership; and WHEREAS, on the date hereof, EGL Steel, LTV-W and MSCWC are entering into the Partnership Agreement, Bethlehem and the Partnership are entering into the Bethlehem Coating Agreement, LTV Steel and the Partnership are entering into the LTV Steel Coating Agreement, MSCWC and the Partnership are entering into the MSCWC Coating Agreement, MSCWC and the Partnership are entering into the Operating Agreement and MSCPFM is continuing as the lessee under the MSCPFM Lease; and WHEREAS, MSC owns all of the issued and outstanding stock of MSCPFM; and

WHEREAS, the Guarantors desire to amend and restate the Original Parent Agreement as provided for herein; and WHEREAS, the execution and delivery of this Parent Agreement is made to induce each of the Guarantors to cause their respective subsidiaries (in the case of Bethlehem, EGL Steel; in the case of LTV, LTV-W and LTV Steel; in the case of MSCPFM, MSCWC; and in the case of MSC, MSCPFM and MSCWC; such subsidiaries referred to individually as a "Subsidiary" and collectively or in combination as "Subsidiaries" and EGL Steel, LTV-W and MSCWC also referred to individually as a "Partner" and collectively or in combination as "Partners") to execute and deliver the Definitive Agreements required by the Purchase Agreement to be executed and delivered by each of them; NOW, THEREFORE, in consideration of the premises, recitals, and mutual covenants, undertakings and obligations hereinafter set forth or referred to herein, Bethlehem, MSC and MSCPFM hereby amend and restate the Original Parent Agreement to read, and LTV hereby covenants and agrees, as follows: ARTICLE I Definitions Capitalized terms used herein and not otherwise defined shall have the meanings assigned thereto in Appendix A (which is attached hereto and incorporated herein by reference), such definitions to be equally applicable to both the singular and the plural forms of the terms defined. ARTICLE II Guaranty SECTION 2.01. Guaranties. (a) Guaranty of Bethlehem. Bethlehem, as direct obligor and not merely as surety, hereby irrevocably and unconditionally guarantees only to the Partnership, each other Guarantor and its Subsidiaries and their respective successors and assigns: (i) the full, timely and complete performance and/or payment when due (including but not limited to principal, premium, interest, fees, expenses, or other payment or obligation) to be performed or paid by EGL Steel (including any Affiliate of EGL Steel to whom any Partner's Interest may be sold, transferred or assigned pursuant to Section 13.02 of the Partnership Agreement) pursuant to any of the Definitive Agreements to which it is a party and pursuant to the Purchase Agreement; and (ii) the payment, upon demand, of all -2-

reasonable costs and expenses (including reasonable attorneys' fees and expenses) as shall have been expended or incurred by the Partnership, the other Guarantors or their respective Subsidiaries, in the enforcement of any agreement, obligation or duty to be performed by Bethlehem or EGL Steel pursuant to any of the Definitive Agreements to which Bethlehem or EGL Steel is a party or pursuant to the Purchase Agreement. (b) Guaranty of LTV. LTV, as direct obligor and not merely as surety, hereby irrevocably and unconditionally guarantees only to the Partnership, each other Guarantor and its Subsidiaries and their respective successors and assigns: (i) the full, timely and complete performance and/or payment when due (including but not limited to principal, premium, interest, fees, expenses, or other payment or obligation) to be performed or paid by LTV Steel or LTV-W (including any Affiliate of LTV-W to whom any Partner's Interest may be sold, transferred or assigned pursuant to Section 13.02 of the Partnership Agreement) pursuant to any of the Definitive Agreements to which either of them is a party and pursuant to the Purchase Agreement; and (ii) the payment, upon demand, of all reasonable costs and expenses (including reasonable attorneys' fees and expenses) as shall have been expended or incurred by the Partnership, the other Guarantors or their respective Subsidiaries, in the enforcement of any agreement, obligation or duty to be performed by LTV, LTV Steel or LTV-W pursuant to any of the Definitive Agreements to which LTV, LTV Steel or LTV-W is a party or pursuant to the Purchase Agreement. (c) Guaranty of MSC. MSC, as direct obligor and not merely as surety, hereby irrevocably and unconditionally guarantees only to the Partnership, each other Guarantor and its Subsidiaries and their respective successors and assigns: (i) the full, timely and complete performance and/or payment when due (including but not limited to principal, premium, interest, fees, expenses, or other payment or obligation) to be performed or paid by MSCPFM or MSCWC (including any Affiliate of MSCWC to whom any Partner's Interest may be sold, transferred or assigned pursuant to Section 13.02 of the Partnership Agreement) pursuant to any of the Definitive Agreements to which either of them is a party and pursuant to the Purchase Agreement; and (ii) the payment, upon demand, of all reasonable costs and expenses (including reasonable attorneys' fees and expenses) as shall have been expended or incurred by the Partnership, the other Guarantors or their respective Subsidiaries, in the enforcement of any agreement, obligation or duty to be performed by MSC, MSCPFM or MSCWC pursuant to any of the Definitive Agreements to which MSC, MSCPFM or MSCWC is a party or pursuant to the Purchase Agreement. -3-

(d) Guaranty of MSCPFM. MSCPFM, as direct obligor and not merely as surety, hereby irrevocably and unconditionally guarantees only to the Partnership, each other Guarantor and its Subsidiaries and their respective successors and assigns: (i) the full, timely and complete performance and/or payment when due (including but not limited to principal, premium, interest, fees, expenses, or other payment or obligation) to be performed or paid by MSCWC (including any Affiliate of MSCWC to whom any Partner's Interest may be sold, transferred or assigned pursuant to Section 13.02 of the Partnership Agreement) pursuant to any of the Definitive Agreements to which it is a party and pursuant to the Purchase Agreement; and (ii) the payment, upon demand, of all reasonable costs and expenses (including reasonable attorneys' fees and expenses) as shall have been expended or incurred by the Partnership, the other Guarantors or their respective Subsidiaries, in the enforcement of any agreement, obligation or duty to be performed by MSCPFM or MSCWC pursuant to any of the Definitive Agreements to which MSCPFM or MSCWC is a party or pursuant to the Purchase Agreement. SECTION 2.02. Absolute Guaranty. Each guaranty set forth in Section 2.01 hereof: (a) is a primary and original obligation of the Guarantor making such guaranty; (b) is an absolute, unconditional, present, continuing and irrevocable guaranty of performance or payment, as the case may be; and (c) is neither conditioned nor contingent upon any attempt to collect from or other action against a Guarantor's respective Subsidiary. To the fullest extent lawfully possible, each of the respective guaranties shall remain in full force and effect without respect to future changes in conditions, including changes in law. SECTION 2.03. Character of Each Guarantor's Obligation. The obligations of each Guarantor under Section 2.01 are several and independent and shall be binding upon each respective Guarantor, and its respective successors and assigns, and to the fullest extent lawfully possible, shall not be subject to, reduced, terminated, released, discharged, impaired or otherwise affected by: (a) any failure or inability on the part of any party to any Definitive Agreement or the Purchase Agreement to perform or comply with such Definitive Agreement or the Purchase Agreement; -4-

(b) any invalidity, illegality or unenforceability relating to the formation, existence or performance of any Definitive Agreement or the Purchase Agreement; (c) any modification, release, settlement, compromise or limitation of liability of any Subsidiary, for any reason whatsoever, unless such modification, release, settlement, compromise or limitation of liability shall be expressly agreed to in writing by the relevant parties; (d) any proceeding which under appropriate law may result in voluntary or involuntary liquidation, dissolution, consolidation, merger, sale or other disposition of all or substantially all of the assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, moratorium, arrangement, composition with creditors or readjustment of, or other similar proceedings affecting, any Guarantor or its respective Subsidiary; (e) any waiver, consent, renewal, release, extension, supplement, indulgence or other action or inaction respecting any Definitive Agreement or the Purchase Agreement by any party thereto, unless such waiver, consent, renewal, release, extension, supplement, indulgence or other action or inaction shall be expressly agreed to in writing by the party against whom it is to be effective; (f) any claim or right of setoff, counterclaim, recoupment, termination or defense against any Subsidiary with respect to its respective Guarantor, or any act, omission or breach on the part of any Guarantor or any Subsidiary; (g) the acceptance of any security or other guaranty or any extension of time for the performance or payment of any obligation; (h) any action taken under any Definitive Agreement or the Purchase Agreement in the exercise of any right or power thereby conferred or any failure or omission to take action on the part of any party guaranteed hereunder or on the part of any party to any Definitive Agreement or the Purchase Agreement; or (i) any other matter that might be raised in avoidance of, or in defense against, an action to enforce the obligations of each Guarantor hereunder. The specific enumeration of the above-mentioned acts, failures or omissions shall not be deemed to exclude any other -5-

acts, failures or omissions, though not specified above, it being the purpose and intent of this paragraph that the obligations of each Guarantor, as a guarantor hereunder, shall be absolute and unconditional to the extent herein specified and shall not be discharged, impaired or varied except by the full and complete performance or payment in full of all obligations of such Guarantor's respective Subsidiary under all of the Definitive Agreements and the Purchase Agreement. Each Guarantor independently hereby acknowledges that this Parent Agreement is executed for the benefit of the Partnership, the other Guarantors and their respective Subsidiaries and that the Partnership shall have standing to enforce this Parent Agreement against any Guarantor. SECTION 2.04. Discharge Only Upon Dissolution and Winding Up of the Partnership; Reinstatement In Certain Circumstances. The obligations of each Guarantor hereunder shall remain in full force and effect until the later of (i) the completion of dissolution and winding up of the Partnership in accordance with Article XV of the Partnership Agreement and (ii) the termination or expiry of the Operating Agreement and the applicable Coating Agreement. If at any time any payment made to the Partnership under the Partnership Agreement, the Operating Agreement or the applicable Coating Agreement or any payment to any party under the Purchase Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of a Subsidiary or its Affiliate or otherwise, the obligation of the applicable Guarantor with respect to such payment shall be reinstated as though such payment had been due but not made at such time. SECTION 2.05. Waivers. To the fullest extent lawfully possible, each Guarantor for its own account hereby unconditionally and irrevocably waives: (a) notice of any matter or matters referred to in Section 2.03 hereof; (b) notice of any filing of claims with a court in the event of receivership or bankruptcy of any Subsidiary; (c) all notices which may be required by statute, rule of law or otherwise to preserve any rights under any of the Definitive Agreements or the Purchase Agreement; (d) any right to the enforcement, assertion or exercise of any right, power or remedy conferred in any of the Definitive Agreements or the Purchase Agreement; -6-

(e) any requirement of diligence on the part of the Partnership, any Guarantor or its respective Affiliates as parties being guaranteed hereunder; (f) any defense which may now or hereafter exist by virtue of any statute of limitation, stay, moratorium or similar law; and (g) all demands upon the Subsidiary of the respective Guarantor and all other formalities the omission of any of which, or delay in performance of which might, but for the provisions of this paragraph, by rule of law or otherwise, constitute grounds for relieving or discharging such Guarantor in whole or in part from its irrevocable, absolute, and continuing obligation hereunder, it being the intention of each Guarantor that its respective obligations hereunder shall not be discharged except by performance or payment, as the case may be, and then only to the extent of such performance or payment. To the fullest extent lawfully possible, (i) each Guarantor, for its own account, hereby waives any and all defenses to which a surety may be entitled, whether at common law, in equity or by statute and (ii) without limiting the generality of the foregoing, each Guarantor, for its own account, consents that, without notice to it and without the necessity for any additional endorsement, consent or guaranty by it, any liability or obligation of its respective Subsidiary guaranteed hereby may, from time to time, be renewed, extended, modified, compromised, released or discharged, and any security held for amounts payable may be exchanged, sold or surrendered, all without impairing or affecting in any way the liability of such Guarantor hereunder. SECTION 2.06. Corporate Changes. No change in the name, objects, capital stock or corporate charter of any Guarantor shall in any way affect such Guarantor's liability hereunder. SECTION 2.07. Subrogation. Each Guarantor, for its own account, agrees not to exercise any rights of subrogation which such Guarantor may acquire due to payments made pursuant to the terms hereof until all overdue sums payable by its Subsidiary under all of the Definitive Agreements and the Purchase Agreement have been paid in full. SECTION 2.08. Limitation. Notwithstanding anything herein to the contrary, each Guarantor hereby disclaims any liability or responsibility to make any payment or perform any obligation or duty not expressly agreed to or otherwise assumed -7-

by each Guarantor or its Subsidiary in the Definitive Agreements or the Purchase Agreement. No Guarantor is hereby guaranteeing any payment required or obligation or duty to be performed under the Definitive Agreements or the Purchase Agreement by any other Guarantor or any Affiliate thereof. This Parent Agreement (including the guaranties made herein) is for the sole benefit of the Guarantors, the Partners and the Partnership and nothing herein shall create any rights in any other person or entity (other than the Partners and the Partnership) as a third party beneficiary of this Parent Agreement; provided, however, that each Partner is hereby authorized to enforce the rights of the Partnership as a beneficiary of this Parent Agreement. ARTICLE III Representations and Warranties SECTION 3.01. By MSC and MSCPFM to LTV. MSC and MSCPFM hereby jointly and severally represent and warrant to LTV as follows: (a) Power and Authority. MSCPFM (a) is a corporation duly incorporated, validly existing and in good standing under the laws of the state of its incorporation; (b) is duly qualified to transact business in all jurisdictions where such qualification is required; and (c) has the corporate power and authority to (i) own, lease and operate its properties and carry on its business (including, without limitation, all aspects of this Parent Agreement and the MSCPFM Lease); (ii) execute and deliver this Parent Agreement and the Purchase Agreement; and (iii) perform and observe the terms and conditions of this Parent Agreement, the Purchase Agreement and the MSCPFM Lease. (b) Due Authorization. MSCPFM has taken all requisite corporate action to authorize the execution and delivery of this Parent Agreement and the Purchase Agreement and observance of the terms and conditions hereof. This Parent Agreement and the Purchase Agreement have been duly authorized, executed and delivered by MSCPFM and constitute the legal, valid and binding obligations of MSCPFM, enforceable in accordance with their respective terms, assuming the due execution and delivery of this Parent Agreement and the Purchase Agreement by the other parties thereto. (c) No Violations. Neither the execution or delivery of this Parent Agreement and the Purchase Agreement, nor the consummation of the transactions contemplated thereunder -8-

will (i) violate any provisions of the Articles of Incorporation or By-laws of MSCPFM, (ii) violate, result in the termination of, or constitute a default under the terms of, any mortgage, bond, indenture, agreement, lease or other instrument or obligation to which MSCPFM is a party or by which the properties or assets of MSCPFM may be bound, in each case which would materially and adversely affect the ability of MSCPFM to perform its obligations under this Parent Agreement and the MSCPFM Lease, (iii) result in the creation of any lien, charge or encumbrance upon any of MSCPFM's properties pursuant to the terms of any such mortgage, bond, indenture, agreement, lease or other instrument or obligation, in each case which would materially and adversely affect the ability of MSCPFM to perform its obligations under this Parent Agreement and the MSCPFM Lease, (iv) violate any judgment, order, injunction, decree, or award of any court, administrative agency or governmental body against, or binding upon, MSCPFM or upon its respective businesses or properties, or (v) to the knowledge of MSC and MSCPFM, constitute a violation by MSCPFM of any law or regulation of any jurisdiction insofar as such law or regulation relates to MSCPFM or to its respective businesses or properties. (d) EG Facility. (i) MSCPFM is the lessee pursuant to the terms and provisions of the MSCPFM Lease which creates and grants to MSCPFM a leasehold estate in and to the real estate (the legal description of which is attached hereto as Schedule 1), including all buildings and related improvements, comprising the EG Facility. As of the date hereof, the MSCPFM Lease is a valid and binding agreement and remains in full force and effect and all activities carried on at the EG Facility are in substantial compliance with the MSCPFM Lease. MSCPFM has heretofore delivered to Bethlehem a true, correct and complete copy of the MSCPFM Lease. MSCPFM is not in material uncured default of any material term or provision of the MSCPFM Lease and no condition exists which, with the passage of time or the delivery of notice, would constitute a material uncured default under any material provision of the MSCPFM Lease. MSCPFM has all requisite corporate authority to sublet the premises subject to the MSCPFM Lease, pursuant to the Sublease. (e) Governmental Proceedings. During the nine year period preceding the date of this Parent Agreement, no notice from any governmental body has been served upon, or threatened in a written notice from a governmental body to be served upon, the Partnership, MSC, MSCPFM or MSCWC claiming any violation of any law or any building, zoning or -9-

other ordinance, code or regulation by the EG Facility, which could have a material adverse effect on the operation of the EG Facility and which has not been substantially complied with and satisfied. (f) Easements. The EG Facility includes all easements and rights for utility service, roadways, railroad spurs and other means of ingress and egress necessary to conduct the operation of the EG Facility as currently conducted. (g) Intellectual Property. The Partnership owns, is a party to license agreements or possesses other rights to use all material patents, processes, inventions, trade secrets, copyrights, know-how, software or other proprietary information (collectively, "Intellectual Property") necessary to conduct the business of the EG Facility as currently conducted that was furnished to the Partnership by or through MSC or any of its Subsidiaries and Affiliates or jointly furnished by or through MSC or any of its Subsidiaries and Affiliates and Bethlehem or any of its Subsidiaries or Affiliates, except that no representation is made with respect to MSCPFM's proprietary processes for Other Services. (h) Contracts. The Partnership (either directly or through the Operator) is a party to all material contracts, agreements, leases and licenses (other than licenses of Intellectual Property) necessary to conduct the business of the EG Facility as currently conducted. (i) Consents, Etc. No authorization, consent, approval, license, exemption of or filing or registration with any governmental department or agency is or will be required to be obtained by MSCPFM for the execution and delivery of this Parent Agreement or the Purchase Agreement by MSCPFM. SECTION 3.02. By MSC and MSCPFM to Bethlehem. MSC and MSCPFM hereby represent and warrant to Bethlehem that the representations and warranties of MSC and MSCPFM set forth in Article V of the Original Parent Agreement were true and correct in all material respects as of the date of the Original Parent Agreement. SECTION 3.03. By Bethlehem to LTV. Bethlehem hereby represents and warrants to LTV that the Partnership owns, is a party to license agreements or possesses other rights to use all Intellectual Property necessary to conduct the business of the EG Facility as currently conducted that was furnished to the Partnership by or through Bethlehem or any of its Subsidiaries -10-

and Affiliates or jointly furnished by or through Bethlehem or any of its Subsidiaries and Affiliates and MSC or any of its Subsidiaries or Affiliates. SECTION 3.04. Knowledge. In this Article III, the word "knowledge" or any similar qualification refers, in the case of MSC and MSCPFM, to the actual knowledge of any Vice President or more senior officer of MSC, any of the persons listed on the attached Schedule 1 or any MSCWC designee to the Management Committee. ARTICLE IV Additional Covenants SECTION 4.01. MSCPFM's Obligation as Tenant. For as long as MSCPFM continues to hold its present leasehold interest in the EG Facility pursuant to the MSCPFM Lease, MSCPFM agrees to observe, or cause MSCWC to observe on its behalf, all material terms and conditions of the MSCPFM Lease in a timely manner, including, without limitation the timely payment of all rent, taxes and assessments, the due performance of all material maintenance and repairs, the maintenance of the amounts and types of insurance coverage required by the MSCPFM Lease (which coverage shall be no less than that customarily carried, in the reasonable opinion of MSCPFM, by other companies owning similar properties) and the full and timely performance of all material agreements, obligations and duties imposed upon it by the MSCPFM Lease; and, except as permitted by the MSCPFM Lease, MSCPFM shall not do or suffer any act which would cause the imposition of any lien or other encumbrance upon the EG Facility. MSCPFM shall promptly provide to each of the other Guarantors a copy of each notice of default or event of default received by MSCPFM under the MSCPFM Lease. MSCPFM shall timely elect to extend the MSCPFM Lease to a date not earlier than December 31, 2004 and enter into a letter agreement with the Partnership to extend the Sublease pursuant to its terms for the period from January 1, 2002 to December 31, 2004, a copy of which shall be delivered to CPA/CPA2. SECTION 4.02. Dedication of Management. MSCPFM agrees to dedicate, or cause to be dedicated, sufficient management personnel of MSCPFM and MSCWC to assure the performance of MSCPFM's and MSCWC's duties under the Definitive Agreements. -11-

SECTION 4.03. Marketing Product. Subject to Section 5.05 of the applicable Coating Agreements, Bethlehem, LTV, and MSC each agree to market and sell (or cause their respective Affiliates to market and sell) independently such types of products as are produced by the Partnership in accordance with the Definitive Agreements, at prices to be independently determined by each of them. SECTION 4.04. Licenses/Intellectual Property. Any and all right, title and interest (including licenses) in or to all Intellectual Property previously acquired from ARUS Andritz Ruthner, Inc., a Delaware corporation, for the use of the Partnership at the EG Facility has previously been irrevocably transferred and assigned to the Partnership. MSC and MSCPFM agree (a) to cause MSCWC to continue to grant to the Partnership an irrevocable, royalty free, non- exclusive license for the Term and to disclose to the Partnership, upon demand therefor by the Partnership from time to time, all other Intellectual Property owned by MSCWC or any of its Affiliates (or licensed to, and capable of being sublicensed by, any of them) relating to the business and operations contemplated by the Definitive Agreements (other than the name "MSC Walbridge Coatings" and the Intellectual Property of MSC or any of its Affiliates relating to Other Services); and (b) not to take any action or engage in any transaction which makes MSCPFM's ability to perform this Section dependent upon the consent or approval of any outside parties. All parties acknowledge that the Intellectual Property of MSC Laminates and Composites Inc., a Delaware corporation and wholly-owned subsidiary of MSC, relating to its laminates and composites products and processes is an example of Intellectual Property of MSC or any of its Affiliates that does not relate to the business and operations contemplated by the Definitive Agreements. SECTION 4.05. Other Joint EG Projects. Should Bethlehem and LTV (or their respective Affiliates) participate together in the construction and operation of another EG coating line, other than an EG coating line which is located adjacent to one of their steel mills, and if MSCWC is not then participating in another EG coating line with any integrated steel producer other than Bethlehem or LTV, then Bethlehem and LTV agree to offer MSCWC the opportunity to be involved in such project and will negotiate in good faith MSCWC's possible involvement in such project. SECTION 4.06. Independent EG Projects. Should either Bethlehem or one of its Affiliates or LTV or one of its Affiliates choose to construct and operate another EG coating line independently of each other, then such Guarantor will give MSCWC a reasonable opportunity to present a proposal to it for MSCWC to be involved in such project. -12-

ARTICLE V Miscellaneous SECTION 5.01. Entire Agreement. The Purchase Agreement, this Parent Agreement and the other Definitive Agreements executed contemporaneously herewith constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersede all prior oral and written discussions and understandings, with respect to the transactions contemplated hereby, including but not limited to the Original Parent Agreement and the 1998 Extension Agreement; provided, however, that nothing herein shall supersede any agreements or undertakings heretofore set forth in the minutes of proceedings of the Management Committee that are not superseded in effect by this Parent Agreement, such other Definitive Agreements or the Purchase Agreement; and provided, further, that no such agreements or understandings heretofore set forth in the minutes of proceedings of the Management Committee shall be applicable to or binding on LTV or its Subsidiaries or Affiliates. SECTION 5.02. Modification, Waiver. Neither this Parent Agreement nor any provision hereof may be changed, waived, discharged or terminated verbally, but only by an agreement in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any waiver of any breach of any provision of this Parent Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any other rights under this Parent Agreement. SECTION 5.03. Severability. If any provision of this Parent Agreement or the application of any provision hereof to any party or set of circumstances is held invalid, the remainder of this Parent Agreement and the application of such provision to the other party or set of circumstances shall not be affected, unless such invalidity would result in such a material change as to cause performance of the remaining obligations to be unreasonable, in which case the parties hereto shall negotiate in good faith to amend this Parent Agreement and the other Definitive Agreements (a) to take into account such material change in a manner that is fair and equitable to all parties hereto or thereto and (b) to achieve the purposes set forth in Article II of the Partnership Agreement. SECTION 5.04. Notices. Any notice, consent, request, report, or other document required or permitted under the terms of this Parent Agreement shall be in writing and shall be effective (a) when personally delivered on a business day during -13-

normal business hours to the party to be given such notice at the address designated by it for such delivery below or (b) on the business day following the day such notice shall have been sent by telecopier or similar electronic device (providing confirmation of transmission) or by reputable overnight courier (providing proof of delivery) sent to such address, whichever shall first occur. Until otherwise specified by notice, the addresses for such notice shall be: (i) To Bethlehem: Bethlehem Steel Corporation Room 2036, Martin Tower 1170 Eighth Avenue Bethlehem, PA 18016 Attn: Mr. David M. Beckwith, Counsel Telecopier Number: (215) 694-7086 (ii) To LTV: The LTV Corporation 200 Public Square Cleveland, OH 44114 Attn: General Counsel Telecopier Number: (212) 622-5688 (iii) To MSCPFM or MSC: Material Sciences Corporation 2200 Pratt Boulevard Elk Grove Village, IL 60007 Attn: Chief Financial Officer Telecopier Number: (847) 718-8643 provided, however, that any Guarantor may change the address to which notices and other communications to it shall be sent by giving to the other Guarantors written notice of such change, in which case notices and other communications to the Guarantor giving the notice of the change of address shall not be deemed to have been sufficiently given or delivered unless addressed to it at the new address as stated in said notice. SECTION 5.05. Successors and Assigns. This Parent Agreement shall inure to the benefit of, and be binding upon, the successors and assigns of the respective Guarantors. Without limiting the generality of the foregoing, each Guarantor agrees that it will not directly or indirectly sell, lease, transfer or otherwise dispose of all or any substantial part of its assets to -14-

any Affiliate, unless such Affiliate becomes jointly and severally liable under this Parent Agreement. SECTION 5.06. Governing Law. This Parent Agreement shall be governed by and construed in accordance with the laws of the State of Illinois. SECTION 5.07. Confidentiality. Each Guarantor shall keep strictly confidential and not disclose (and cause its Subsidiary or Subsidiaries, as applicable, and Affiliates to keep confidential and not disclose) to any third party (other than its Subsidiary and Affiliates), or use in the business of such Guarantor (or its Subsidiary and Affiliates) to the detriment of the disclosing Guarantor or the Partnership, any information disclosed to the Partnership, such Guarantor or its Subsidiary or Subsidiaries, as applicable, and Affiliates by any other Guarantor, the business of the Partnership and the particulars thereof, or any other information set forth in this Parent Agreement or any other written agreements or documents concerning the Partnership or the EG Facility, except for: (a) information as to which the disclosing Guarantor gives prior written consent to disclose; (b) information which is or becomes otherwise known to the receiving Guarantor or publicly available, without breach of any obligation of secrecy to the disclosing Guarantor; (c) information which is inadvertently disclosed notwithstanding the receiving Guarantor's exercise of the same degree of care as is used in protecting the receiving Guarantor's own confidential information; (d) information used or disclosed in order to comply with applicable law, including applicable securities laws; (e) information used or disclosed after five years from the date of initial disclosure to the receiving Guarantor, or such later date as is provided in a written agreement among the Guarantors; and (f) information required to be disclosed to the lenders or independent certified public accountants of the receiving Guarantor or its Affiliates or to securities rating agencies. SECTION 5.08. No Consequential Damages. The liability of each Guarantor to the Partnership, the other Guarantors, their Subsidiaries and their respective successors and assigns for any -15-

loss, damage or injury of any nature or kind resulting from the breach of such Guarantor's covenants herein or from the participation of such Guarantor's Subsidiary as a Partner in the Partnership shall not include any amounts in respect of indirect or consequential damages or commercial loss, damage or injury, such as loss of profits or production. SECTION 5.09. Headings. The headings of all articles, sections and subsections in this Parent Agreement are included herein for convenience of reference only and shall not constitute a part of this Parent Agreement for any other purpose. -16-

IN WITNESS WHEREOF, Bethlehem, LTV, MSC and MSCPFM have caused this Parent Agreement to be executed and delivered by their respective duly authorized officers, all as of the day and year first above written. BETHLEHEM STEEL CORPORATION By:_____________________________ Name: Title: THE LTV CORPORATION By:_______________________________ Name: Title: MATERIAL SCIENCES CORPORATION By:_______________________________ Name: James J. Waclawik, Sr. Title: Vice President, Chief Financial Officer and Secretary MSC PRE FINISH METALS INC. By:_______________________________ Name: Title: -17-

Schedule 1: Legal Description of Leased Premises -18-

Schedule 2: Certain Officers of MSCPFM and MSCWC Gerald G. Nadig Chairman and Chief Executive Officer of MSCPFM Thomas E. Moore Executive Vice President and Chief Operating Officer of MSCPFM James J. Waclawik, Sr. Vice President, Chief Financial Officer and Secretary of MSCPFM Edward A. Williams Group Vice President and General Manager of MSCWC Allen M. Bishop Controller of MSCWC

APPENDIX A TO THE PARENT AGREEMENT, PARTNERSHIP AGREEMENT, OPERATING AGREEMENT AND COATING AGREEMENTS Definitions of Terms and Phrases The following terms and phrases shall have the following definitions when capitalized in each of the Parent Agreement, the Partnership Agreement, the Operating Agreement, and the Coating Agreements unless the context shall otherwise require: "Affiliate" shall mean, with respect to any specified person, a person (as defined in Section 2(2) of the Securities Act of 1933, as amended) that directly, or indirectly through one or more intermediaries, Controls or in Controlled By, or is Under Common Control With, the person specified. "Allocated Fixed Costs" shall have the meaning set forth in Section 5.02 of the Coating Agreements. "Appraised Partnership Interest Dissolution Value" shall have the meaning set forth in Section 15.06 of the Partnership Agreement. "Bethlehem" shall mean Bethlehem Steel Corporation, a Delaware corporation. "Bethlehem Coating Agreement" shall mean that certain Amended and Restated Coating Agreement dated as of July 23, 1999 by and between the Partnership and Bethlehem as amended from time to time in accordance with its terms. "Coating Agreement" shall mean: (a) individually, the Bethlehem Coating Agreement, the LTV Steel Coating Agreement or the MSCWC Coating Agreement, as amended from -20-

time to time in accordance with the terms thereof, and (b) collectively, all of such agreements. "Coating Fee" shall mean the various fees charged by the Partnership for performing coating services pursuant to the Coating Agreements. "Coating Weight" shall mean the amount of zinc ordered to be applied by the EG process to the steel substrate, expressed in grams per square meter of coated substrate surface area. "Code" shall mean the Internal Revenue Code of 1986, as amended. "Commercially Saleable" shall mean with respect to coating services such coated sheet metal as is capable of being marketed and sold as a prime product (satisfying the Coating Weight and other specifications ordered) at the then current market price for such prime product. "Control" (including the terms "Controlling," "Controlled By" and "Under Common Control With") shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person (as defined in Section 2(2) of the Securities Act of 1933, as amended), whether through the ownership of voting securities, by contract, or otherwise. "Definitive Agreements" shall mean the Parent Agreement, the Partnership Agreement, the Operating Agreement and the Coating Agreements. "Design Capacity" shall mean the capacity of the EG Facility to produce *** Tons, net of all Yield Loss, of Reference Strip annually, subject to adjustment pursuant to Section 5.03 of the Operating Agreement, and with respect to any other unit of time shall mean the pro rata amount based on such annual rate. "EG" shall mean electroplating, which is the process of applying zinc or alloy coatings to sheet steel by an electrolytic plating process. -21-

"EG Facility" shall mean the entire coil coating facility located at 30610 East Broadway, Walbridge, Ohio 43465, together with all fixtures, furnishings, machinery, equipment and improvements located at such facility. "EGL Steel" shall mean EGL Steel, Inc., a Delaware corporation. "EG Product" shall mean electroplated steel coils produced at the EG Facility. "EG Services" shall mean all services rendered in connection with the production of EG Product. "Financial Interest" shall mean, with respect to any Partner, such Partner's percentage financial interest in the Partnership as set forth opposite the Partner's name indicated below:
Partner ------EGL Steel LTV-W MSCWC Financial Interest -----------------33.5% 16.5% 50.0% "Firm Order" shall mean an order placed by a Primary Purchaser or by

MSCWC for coating services pursuant to Section 4.01(a) of the relevant Coating Agreement. "Fiscal Quarter" shall mean each of the periods of three calendar months ended on the last day of May, August, November and February of each Fiscal Year. "Fiscal Year" shall mean the period commencing on the first day of March of each calendar year and ending on the last day of February of the next successive calendar year. "Force Majeure" shall mean any cause or causes beyond the control of, and without fault or negligence of, the entity asserting a claim of Force Majeure, including but not limited to any acts of God, strikes, lockouts or other labor disputes or industrial disturbances, acts of the public enemy, wars, blockades, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, hurricanes, tornadoes, other storms, floods, washouts or other acts of nature, civil disturbances, explosions, temporary or permanent failure of electrical supply, acts, directives or binding orders of any court or governmental authority or persons purporting to act therefor and such -22-

orders or regulations of governmental bodies or agencies asserting jurisdiction as would materially inhibit or prohibit the entity from performing under the Definitive Agreements or would require such entity to accept a condition reasonably unacceptable to it, so long as such occurred without the fault or negligence of such entity. "Forecast Period" shall have the meaning set forth in Section 4.01 of the Coating Agreements. "Guarantor" shall mean: (a) with respect to EGL Steel, Bethlehem; (b) with respect to LTV-W and LTV Steel, LTV; (c) with respect to MSCWC, MSCPFM and MSC; and (d) with respect to MSCPFM, MSC. "Initial Transfer Agreement" shall mean the Transfer Agreement dated as of May 29, 1991, among Ispat Inland, Inland, Inland EG, Bethlehem and EGL Steel, as amended April 23, 1992 and June 5, 1992. "Inland" shall mean Inland Steel Company, a Delaware corporation (which has been merged into Ispat Inland). "Inland EG" shall mean Inland Steel Electrogalvanizing Corporation, a Delaware corporation. "Inland Option Tons" shall mean the coating services which Ispat Inland may require the Partnership to perform pursuant to Section 3.2 of the Inland Tolling Agreement. "Inland Tolling Agreement" shall mean that certain Tolling Agreement dated as of June 30, 1998 entered into by and between Ispat Inland (as successor to Inland) and the Partnership. "Insurance Costs" shall mean all costs of the insurance coverages required to be maintained pursuant to Section 3.08 of the Operating Agreement or otherwise maintained with the approval of the Partnership, including premiums, the cost of maintaining any records required by such insurance coverages, and the amount of any casualty losses incurred which are not reimbursed under such insurance coverages due to deductible or coinsurance requirements. Insurance Costs shall also include the costs of any self-insurance program approved by the Partnership for the EG Facility or its operations, including all costs associated with administering such program as well as all losses incurred thereunder. -23-

"Intellectual Property" shall have the meaning given to such term in Section 3.01(g) of the Parent Agreement. "Ispat Inland" shall mean Ispat Inland Inc., a Delaware corporation (formerly known as Inland Steel Industries, Inc.). "LTV" shall mean The LTV Corporation, a Delaware corporation. "LTV Steel" shall mean LTV Steel Company, Inc., a New Jersey corporation and a wholly-owned subsidiary of LTV. "LTV Steel Coating Agreement" shall mean that certain Coating Agreement dated as of July 23, 1999 by and between the Partnership and LTV Steel, as amended from time to time in accordance with its terms. "LTV-W" shall mean LTV-Walbridge, Inc., a Delaware corporation and a wholly-owned subsidiary of LTV Steel. "Major Loss" shall mean substantial damage or destruction by fire or other casualty of the EG Facility or any portion thereof, or the taking, requisitioning or sale of the use, occupancy or title to the EG Facility or any substantial portion thereof in, by or on account of any actual or threatened eminent domain proceeding or other action by any person or entity having the power of eminent domain. "Management Committee" shall mean the management committee of the Partnership established by Article VIII of the Partnership Agreement. "MSC" shall mean Material Sciences Corporation, a Delaware corporation. "MSCPFM" shall mean MSC Pre Finish Metals Inc., an Illinois corporation (formerly known as Pre Finish Metals Incorporated) and a wholly- owned subsidiary of MSC. "MSCPFM Lease" shall mean that certain lease dated as of December 1, 1980 by and between MSCPFM and Corporate Property Associates/Corporate Property Associates 2, as amended. "MSCWC" shall mean MSC Walbridge Coatings Inc., a Delaware corporation (formerly known as Pre Finish Metals (EG) Incorporated) and a wholly-owned subsidiary of MSCPFM. -24-

"MSCWC Coating Agreement" shall mean that certain Coating Agreement dated as of July 23, 1999 by and between the Partnership and MSCWC, as amended from time to time in accordance with its terms. "Net Fair Market Value" shall mean the following: (a) In the case of a Partner's Interest, the fair market value of the assets and interests being valued, less any liabilities associated therewith (determined in accordance with generally accepted accounting principles), on a going concern basis and assuming a willing buyer and a willing seller, neither of whom is under any compulsion to buy or sell and each of whom has equal access to all pertinent facts, all as determined by appraisal under Section 13.05 of the Partnership Agreement, or (b) In the case of the EG Facility, the fair market value of the assets thereof, less any liabilities associated therewith (determined in accordance with generally accepted accounting principles) which are assumed by the purchaser in accordance with the governing instruments thereof or with the consent of the persons or entities to whom the obligation is owed, on a going concern basis and assuming a willing buyer and a willing seller, neither of whom is under any compulsion to buy or sell and each of whom has equal access to all pertinent facts, all as determined by appraisal under Section 15.04 of the Partnership Agreement. "1998 Extension Agreement" shall mean that certain 1998 Extension Agreement dated as of December 31, 1998 entered into by and among EGL Steel, Bethlehem, MSCWC, MSCPFM and MSC. "1998 Transfer Agreement" shall mean the Transfer Agreement dated as of June 30, 1998 among Ispat Inland, Inland, Inland EG, Bethlehem and EGL Steel. "Operating Agreement" shall mean that certain Amended and Restated Operating Agreement dated as of July 23, 1999 by and between the Partnership and MSCWC, as amended from time to time in accordance with its terms. "Operating Partner" shall mean MSCWC, its successor or assign. -25-

"Operator" shall mean MSCWC, its successor or assign, as Operating Partner under the Operating Agreement. "Operator's Fee" shall mean the various fees charged by Operator for rendering services to the Partnership pursuant to the Operating Agreement. "Organic Coating" shall mean any organic (non-metal) coating on sheet metal, including Zincrometal(R). "Original Coating Agreement" shall mean that certain Coating Agreement dated as of October 15, 1984 by and between the Partnership and Bethlehem, as amended up to the date immediately prior to the execution and delivery of the Bethlehem Coating Agreement. "Original Operating Agreement" shall mean that certain Operating Agreement dated as of October 15, 1984 by and between the Partnership and MSCWC, as amended up to the date immediately prior to the execution and delivery of the Operating Agreement. "Original Parent Agreement" shall mean that certain Parent Agreement dated as of October 15, 1984 by and among Bethlehem, Inland, Ispat Inland, MSCPFM and MSC, as amended up to the date immediately prior to the execution and delivery of the Parent Agreement. "Original Partnership Agreement" shall mean that certain Partnership Agreement dated as of August 30, 1984 by and among EGL Steel, Inland EG and MSCWC, as amended up to the date immediately prior to the execution and delivery of the Partnership Agreement. "Other Services" shall mean all services (including any Organic Coating services) rendered by the Partnership, but excluding EG Services. "Parent Agreement" shall mean the Amended and Restated Parent Agreement dated as of July 23, 1999 by and among each of Bethlehem, LTV, MSCPFM and MSC, as amended from time to time in accordance with its terms. "Partner" or "Partners" shall mean a general partner or partners of the Partnership and shall include each of EGL Steel, LTV-W and MSCWC and their respective successors and assigns as Partners who become such in a manner consistent with Article XIII of the Partnership Agreement. -26-

"Partner's Account" shall mean, in respect of any Partner, the account maintained for such Partner in accordance with Section 9.03 of the Partnership Agreement. "Partner's Interest" shall mean, with respect to each Partner, (i) such Partner's general partner interest in the Partnership (including all its advances to, and any other claims against, the Partnership) and (ii) the interest, if any, of such Partner or any Affiliate of such Partner in the Parent Agreement, the Partnership Agreement, the Operating Agreement and the Coating Agreements. "Partnership" shall mean Walbridge Coatings, An Illinois Partnership, continued and governed by the Partnership Agreement. "Partnership Agreement" shall mean that certain Amended and Restated Partnership Agreement dated as of July 23, 1999 by and among EGL Steel, LTV-W and MSCWC, as amended from time to time in accordance with its terms. "Primary Purchaser" shall mean: (a) individually, either of Bethlehem or LTV Steel and (b) collectively, both of them. "Prime Commercial Paper" shall mean commercial paper which is rated P- 1 by Moody's Investors Services, Inc., or A-1 by Standard and Poor's Corporation, having a remaining term until maturity of not more than one year. "Production Forecast" shall mean the forecast described in Section 4.01 of each Coating Agreement. "Production Schedule" shall mean the schedule described in Section 4.01(b) of the Operating Agreement. "Production Time" shall mean the time, as determined by Operator, available for the production of EG Product or the rendering of Other Services in accordance with the Operating Agreement and the Inland Tolling Agreement during which the EG Facility is not shut down for testing, for transition to ZnNi production or back to pure zinc production, for other scheduled or estimated unscheduled downtime, for maintenance or repairs, for the making of capital improvements, for national holidays, or due to Force Majeure. "Purchase Agreement" shall mean the Purchase Agreement dated as of July 23, 1999 among LTV-W, LTV, EGL Steel, Bethlehem, MSCWC and MSC. -27-

"Purchaser" shall mean (a) with respect to the LTV Steel Coating Agreement, LTV Steel, (b) with respect to the Bethlehem Coating Agreement, Bethlehem and (c) with respect to the MSCWC Coating Agreement, MSCWC. "Reference Strip" shall mean a *** wide,***-inch minimum thickness steel coil to which a minimum Coating Weight of *** grams of zinc per square meter has been applied on one side only by the EG process. "Reporting Period" shall mean a calendar month. "S, G & A Expenses" shall mean all expenses of Operator or its Affiliates for administrative support of the EG Facility and its operations. "Standard Capacity" shall mean for any EG Product the product of (a) the Width Capacity for such EG Product times (b) the quotient of the specified thickness of the processed steel substrate divided by *** times (c) the quotient of *** divided by the Coating Weight applied to the processed steel substrate. "Standard Costs" shall mean the standard costs developed by the Partnership and the Operating Partner as specified in Section 6.4 of the Original Operating Agreement. "Standard Ton Factor" shall mean for any EG Product the quotient of ***, divided by the Standard Capacity for such EG Product. Accordingly, the Standard Ton Factor for Reference Strip shall be one (1). "Standard Tons" shall mean a Ton of Reference Strip, subject to Section 5.05 of the Operating Agreement and Section 5.04 of the Coating Agreements. "Sublease" shall mean the Sublease dated as of May 30, 1986, as amended, between MSCPFM and the Partnership. "Subsidiary" shall mean (i) with respect to Bethlehem, EGL Steel; (ii) with respect to LTV, LTV-W or LTV Steel; (iii) with respect to LTV Steel, LTV-W; (iv) with respect to MSC, MSCPFM or MSCWC; and (iv) with respect to MSCPFM, MSCWC. "Taxes" shall mean all taxes (except income taxes) paid or incurred by Operator in the operation of the EG Facility and of a type in existence as of this date hereof, -28-

such taxes to include, but not be limited to, all real estate and personal property taxes and assessments on the EG Facility or the equipment, supplies or inventories contained therein, all sales and use taxes, and all governmental franchises, licenses and permits; provided, however, that if any other taxes are enacted after the date hereof, such taxes shall also be included in the terms "Taxes" to the extent appropriate to do so in accordance with the provisions of Article II of the Partnership Agreement. "Technical Representative" shall mean the person designated by Operator and each Partner (other than the Operating Partner) from time to time to represent such party in connection with any of the matters specified as being the responsibility of the Technical Representatives. "Term" shall have the meaning set forth in Section 5.01 of the Partnership Agreement. "Termination Notice" shall have the meaning set forth in Section 5.01 of the Partnership Agreement. "Ton" shall mean an avoirdupois unit of two thousand pounds. "Voting Interest" shall mean, with respect to any Partner, such Partner's percentage voting interest in the Partnership as set forth opposite the Partner's name below:
Partner ------EGL Steel LTV-W MSCWC Voting Interest ---------------33.5% 16.5% 50.0%

The Voting Interest of any Partner shall be adjusted only to reflect a transfer of its Partner's Interest under the Partnership Agreement in accordance with the provisions of Article XIII thereof. "Width Capacity" shall mean the theoretical annual capacity in Tons of the EG Facility to produce EG Product having a given width, assuming (1) *** inch specified thickness steel substrate, (2) a Coating Weight of *** grams of pure zinc per square meter of coated substrate surface area (on one side), (3) *** hours per year of Production Time and (4) *** Yield Loss and no defective steel substrate, all as determined in the reasonable judgment of the Technical Representatives. -29-

"Yield Loss" shall mean steel substrate scrap losses and rejections of EG Product caused by quality failures in the operation of the EG Facility and shall be calculated based on the difference between the weight of the substrate delivered to the EG Facility and the weight of the EG Product shipped from the EG Facility. Such term shall not include losses or rejections caused by any defective steel substrate which (a) is rejected by Operator prior to being processed as being unfit or unsuitable for coating or processing (other than due to improper handling by Operator) or (b) was included in EG Product but was the primary cause for rejection of the EG Product. Responsibility for rejected EG Product shall be determined by agreement of the Technical Representatives of Operator and the Partner whose Affiliate supplied the steel substrate. "Zincrometal(R)" is a registered trademark (United States Registration Number 839,031) for a coated steel previously used extensively for the manufacture of automobiles because of its corrosion resistance properties. "ZnNi" shall mean zinc-nickel alloy coatings. -30-

ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED BALANCE SHEETS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. MULTIPLIER: 1,000

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED

6 MOS FEB 29 2000 MAR 01 1999 AUG 31 1999 1,964 0 55,525 5,541 55,542 121,396 368,685 140,454 395,417 78,048 127,807 0 0 344 153,957 395,417 257,459 257,459 206,438 206,438 31,537 0 4,884 13,442 4,974 8,468 0 0 0 8,468 0.56 0.55


				
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