WCI STEEL INC
EX-10.4.18 AMENDMENT # 4 DATED 02/2003
<DOCUMENT>
<TYPE>EX-10.4.18
<SEQUENCE>5
<FILENAME>l98169aexv10w4w18.txt
<DESCRIPTION>EX-10.4.18 AMENDMENT # 4 DATED 02/2003
<TEXT>
<PAGE>
                                                                 EXHIBIT 10.4.18


                               AMENDMENT NO. 4 TO
             SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT


        AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED LOAN AND SECURITY
AGREEMENT, dated as of March 6, 2003 by and among WCI STEEL, INC., an Ohio
corporation ("WCI Steel"), WCI STEEL SALES L.P., an Ohio limited partnership
("WCI Sales LP", and together with WCI Steel, individually, each a "Borrower"
and collectively, "Borrowers"), CONGRESS FINANCIAL CORPORATION, a Delaware
corporation, as successor by merger to Congress Financial Corporation, a
California corporation (in its individual capacity "Congress"), BANK OF AMERICA,
N.A., a national banking association, as successor to BankAmerica National Trust
& Savings Association ("Bank of America", and together with Congress,
collectively "Lenders"), and CONGRESS FINANCIAL CORPORATION, as Agent for
Lenders (in such capacity, "Agent").


                               W I T N E S S E T H


        WHEREAS, Borrowers have entered into financing arrangements with Lenders
and Agent pursuant to which Lenders (or Agent on behalf of Lenders) have made
loans and provided other financial accommodations to Borrowers as set forth in
the Second Amended and Restated Loan and Security Agreement, dated July 30,
1999, among Borrowers, Lenders and Agent as amended by Amendment No. 1 to Second
Amended and Restated Loan and Security Agreement, dated April 30, 2001,
Amendment No. 2 to Second Amended and Restated Loan and Security Agreement,
dated January 25, 2002 and Amendment No. 3 to Second Amended and Restated Loan
and Security Agreement, dated as of September 13, 2002 (as the same now exists
and is amended hereby and may hereafter be further amended, modified,
supplemented, extended, renewed, restated or replaced, the "Loan Agreement") and
the other agreements, documents and instruments referred to therein or at any
time executed and/or delivered in connection therewith or related thereto,
including this Amendment (all of the foregoing, together with the Loan
Agreement, as the same now exist or may hereafter be amended, modified,
supplemented, extended, renewed, restated or replaced, being collectively
referred to herein as the "Financing Agreements");

        WHEREAS, Borrowers have requested that Lenders and Agent agree to
certain amendments to the Loan Agreement and Lenders and Agent are willing to
agree to such amendments, subject to the terms and conditions contained herein;
and

                                       1
<PAGE>

        WHEREAS, by this Amendment, Borrowers, Lenders and Agent intend to
evidence such amendments.

        NOW, THEREFORE, in consideration of the foregoing, and the agreements
and covenants contained herein, the parties hereto agree as follows (with the
amendments to the Loan Agreement being effective as of the date hereof):

        1.  Definitions.

            (a) Amendments to Definitions.

                (i) The definition of "Commitment Percentage" set forth in the
Loan Agreement is hereby amended to delete such definition in its entirety and
replace it as follows:

                    "1.16 "Commitment Percentage" shall mean, as to each Lender,
                the fraction, as a percentage, the numerator of which shall be
                the sum of (a) the Lender Commitment of such Lender, and (b) the
                aggregate amount of any Participant Commitments of any
                Participants such Lender has sold (exclusive of the aggregate
                amount of any Junior Participations it has sold), and the
                denominator of which shall be the aggregate Commitments of all
                Lenders and Participants (excluding any junior participant)."

                (ii) The definition of "Consolidated Adjusted Net Worth" set
forth in the Loan Agreement is hereby amended to mean, as to any Person, at any
time, in accordance with GAAP consistently applied on a consolidated basis for
such Person and its Subsidiaries, the amount equal to: (A) the difference
between: (1) the aggregate net book value of all assets of such Person and its
Subsidiaries, calculating the book value of inventory for this purpose on a
first-in-first-out basis, after deducting from such book values all appropriate
reserves in accordance with GAAP consistently applied (including all reserves
for doubtful receivables, obsolescence, depreciation and amortization) and (2)
the total aggregate Indebtedness of such Person and its Subsidiaries (including
tax and other proper accruals), plus (B) any charges deducted, whether at any
time heretofore or hereafter, from other comprehensive income of such Person in
respect of the pension liability of such Person, and minus (C) any credits
added, whether at any time heretofore or hereafter, to other comprehensive
income of such Person in respect of pension liability of such Person.

                (iii) The definition of "Obligations" set forth in the Loan
Agreement shall be amended to add the clause "(including, without limitation,
for purposes of this section only, Renco Group but only to the extent of its
junior participation interest in the Indebtedness owing under the Financing
Agreements)" after the reference to the word "Participants" in such definition.


                                       2
<PAGE>

                (iv) The definition of "Participants" set forth in the Loan
Agreement shall be amended to add the following to the end of such definition
before the period: "provided, that, unless otherwise specifically stated herein,
the term "Participant" shall not include Renco Group."

            (b) Additional Definitions. As used herein, the following terms
shall have the respective meanings given to them below and the Loan Agreement
and the other Financing Agreements are hereby amended to include, in addition
and not in limitation, each of the following definitions:

                (i) "Additional Letter of Credit Accommodations" shall have the
meaning set forth in Section 3.2 of the Agency Agreement.

                (ii)"Additional Loans" shall have the meaning set forth in
Section 3.2 of the Agency Agreement.

                (iii) "Adjusted Commitment Percentage" shall mean, as to the
Loans and any other Obligations, the fraction, expressed as a percentage (A) as
to Congress, the numerator of which is the sum of: (1) the aggregate amount of
any Junior Participations plus (2) fifty (50%) percent of the amount by which
the Loans and other Obligations exceed the aggregate amount of any Junior
Participations, and the denominator of which is the total outstanding amount of
Loans and other Obligations; and (B) as to Bank of America, the numerator of
which is fifty (50%) percent of the amount by which the Loans and other
Obligations exceed the aggregate amount of any Junior Participations, and the
denominator of which is the total outstanding amount of Loans and other
Obligations; sometimes collectively referred to herein as "Adjusted Commitment
Percentages".

                (iv) "Agency Agreement" shall mean the Amended and Restated
Co-Lending and Agency Agreement, dated July 30, 1999, by and among Congress,
Bank of America and Agent, as the same now exists or may hereafter be amended,
modified, supplemented, extended, renewed, restated or replaced.

                (v) "Agent Advances" shall have the meaning set forth in Section
3.7(g) of the Agency Agreement.

                (vi) "Capitalized Lease Obligations" shall mean any obligation
to pay rent or other amounts under a lease of (or other agreement conveying the
right to use) any property (whether real, personal or mixed) that is required to
be classified and accounted for as a capital lease obligation under GAAP, and,
for the purposes of this Agreement, the amount of such obligation at any date
shall be the capitalized amount thereof at such date, determined in accordance
with GAAP.

                (vii) "Collections" shall mean any payments or amounts realized
or recovered or otherwise received in respect of the Loans or other Obligations,
whether from any Borrower or


                                       3
<PAGE>

Obligor or from the recovery or realization on any Collateral or other property,
rights and claims which may be received by or come into the possession of
Lenders or Agent or otherwise.

                (viii) "Commitment" shall mean, individually, (a) as to any
Lender, its Lender Commitment and (b) as to any Participant, its Participant
Commitment; sometimes being collectively referred to herein as "Commitments".

                (ix)   "Consolidated Net Income" shall mean, with respect to any
Person, the net income (or loss) of such Person and its Subsidiaries, on a
consolidated basis for such period determined in accordance with GAAP; provided,
that, (A) the net income of any Person in which such Person or any Subsidiary of
such Person has an ownership interest with a third party (other than a person
that meets the definition of a Wholly-Owned Subsidiary) shall be included only
to the extent of the amount that has actually been received by such Person or
its Wholly-Owned Subsidiaries in the form of dividends or other distributions
during such period (subject to, in the case of any dividend or distribution
received by a Wholly-Owned Subsidiary of such person, the restrictions set forth
in clause (B) below), and (B) the net income of any Subsidiary of such Person
that is subject to any restrictions or limitation on the payment of dividends or
the making of other distributions shall be excluded to the extent of such
restriction or limitation.

                (x)    "EBITDA" shall mean, as to any Person, with respect to
any period, an amount equal to (A) the Consolidated Net Income of such Person
and its Subsidiaries for such period determined in accordance with GAAP, plus,
(B) depreciation and amortization for such period (to the extent deducted in the
computation of Consolidated Net Income of such Person), all in accordance with
GAAP, plus, (C) Net Interest Expense of such Person and its Subsidiaries for
such period (to the extent deducted in the computation of Consolidated Net
Income of such Person), plus, (D) charges for Federal, State, local and foreign
income taxes for such period (to the extent deducted in the computation of
Consolidated Net Income of such Person).

                (xi)   "Junior Participation" shall mean the principal amount or
face amount, as applicable, of the Loans and the Letter of Credit Accommodations
which are subject to a junior participation interest pursuant to a Junior
Participation Agreement; sometimes collectively referred to herein as "Junior
Participations".

                (xii)  "Junior Participation Agreement" shall mean any Junior
Participation Agreement by and between Congress and any junior participant, in
form and substance satisfactory to Congress, as the same may now exist or may
hereafter exist or be amended, modified, supplemented, extended, renewed,
restated or replaced.

                (xiii) "Lender Commitment" shall mean, individually, for each
Lender, the maximum dollar amount of the Commitment of such Lender in the Loans
and Letter of Credit Accommodations which a Lender may hold for its own account
(exclusive of the aggregate principal amount of any participations or Junior
Participations it has sold); sometimes collectively referred to herein as
"Lender Commitments" and in no event shall the Lender Commitment



                                       4
<PAGE>
(inclusive of the aggregate principal amount of any participations or Junior
Participations it has sold) of BOA exceed $42,500,000 and in no event shall the
Lender Commitment (inclusive of the aggregate principal amount of any
participations or Junior Participations it has sold) of Congress exceed
$57,500,000.

                (xiv)  "Net Interest Expense" shall mean, for any period, as to
any Person and its Subsidiaries, all of the following as determined in
accordance with GAAP: (A) total interest expense, whether paid or accrued
(including the interest component of Capitalized Lease Obligations for such
period), including, without limitation, all bank fees, commissions, discounts
and other fees and charges owed with respect to letters of credit, banker's
acceptances or similar instruments which, in accordance with GAAP, are required
to be accounted for as interest expense minus (B) any net payments received
during such period as interest income received in respect of its investments in
cash and cash equivalents.

                (xv)   "Obligor" shall mean any person or entity liable on or in
respect of the Obligations.

                (xvi)  "Participant Commitment" shall mean, individually, for
each Participant, the maximum dollar amount of the Commitment of such
Participant to purchase an interest in the Loans and Letter of Credit
Accommodations; sometimes collectively referred to herein as "Participant
Commitments".

                (xvii) "Wholly-Owned Subsidiary" shall mean any Subsidiary or
such person to the extent all of the Capital Stock or other ownership interests
in such Subsidiary (other than (A) directors' qualifying shares, and (B) an
immaterial interest owned by other persons solely to comply with applicable law)
is owned directly or indirectly by such person or a Wholly-Owned Subsidiary of
such person.

            (c) Interpretation. For purposes of this Amendment, unless otherwise
defined herein, those terms used herein, including, but not limited to, those
terms used and/or defined in the recitals above, shall have the respective
meanings given to such terms in the Loan Agreement.

        2.  Amendments.

            (a) Maximum Credit. Section 3.3(b) of the Loan Agreement is hereby
amended to delete the reference to "Commitment Percentage" and replace it with
"Adjusted Commitment Percentage".

            (b) Conduct of Accounts; Cross-Collateralization.

                (i)    Section 3.7(b) of the Loan Agreement is hereby amended to
delete the reference to "Commitment Percentage" and replace it with "Adjusted
Commitment Percentage".

                                       5
<PAGE>

                (ii) The first sentence of Section 3.7(c) of the Loan Agreement
is hereby deleted in its entirety and replaced with the following:

            "(c) All Collections shall be applied in the following order of
priorities:

                     (i) first, to the payment in full in cash or other
            immediately available funds of the expenses of the collection and
            enforcement of the Obligations and for the protection, preservation,
            maintenance or sale, disposition or other realization upon any of
            the Collateral, including all expenses, liabilities and advances
            incurred or made by Agent or any Lender in connection therewith
            (including attorneys' fees and legal expenses);

                     (ii) second, to the payment in full in cash or other
            immediately available funds of all costs, expenses and other charges
            of Agent or any Lender payable by Borrowers or Obligors under the
            Financing Agreements and all indemnities payable by Borrowers or
            Obligors under the Financing Agreements to Agent or any Lender;

                     (iii) third, to the payment in full in cash or other
            immediately available funds of all fees payable by Borrowers or
            Obligors under the Financing Agreements to Agent for its own
            account;

                     (iv) fourth, to the payment in full in cash or other
            immediately available funds of all fees payable by Borrowers or
            Obligors under the Financing Agreements to Lenders (or to Agent for
            the account of Lenders), which shall be shared on a pro rata basis
            between Lenders based on their respective Commitment Percentages;

                     (v) fifth, to the payment in full in cash or other
            immediately available funds of all interest due in respect of the
            Loans, Agent Advances and any Additional Loans, (A) on a pro rata
            basis between Lenders based on their respective Commitment
            Percentages, for interest due in respect of, the Loans, Agent
            Advances, and any Additional Loans, which in the aggregate, exceed
            the aggregate amount of any Junior Participations (inclusive of any
            amounts unpaid and owed by any junior participant to Congress as the
            purchase price for any junior participation interest), and (B) one
            hundred (100%) percent to Congress, in respect of the interest due
            on the sum of the Loans, Agent Advances and any Additional Loans up
            to the aggregate amount of any Junior Participations (inclusive of
            any amounts unpaid and owed by any junior participant to Congress as
            the purchase price for any junior participation interest);

                     (vi) sixth, to the payment in full in cash or other
            immediately available funds of the principal amount of all Agent
            Advances, Additional



                                       6
<PAGE>

            Loans and Additional Letter of Credit Accommodations and in the case
            of Additional Letter of Credit Accommodations, to be held as cash
            collateral in such amount as Agent requires (to the extent in the
            aggregate that the Loans, Agent Advances, Additional Loans and such
            cash collateral exceed the aggregate amount of any Junior
            Participations) which shall be shared on a pro rata basis between
            the Lenders based on their respective Commitment Percentages;

                     (vii) seventh, to the payment in full in cash or other
            immediately available funds of all principal amounts then due and
            payable with respect to all Loans in excess of the Loans in which
            there is any junior participation interest pursuant to any Junior
            Participation Agreement, which shall be shared on pro rata basis
            between Lenders based on their respective Commitment Percentages;

                     (viii) eighth, to the payment in full in cash or other
            immediately available funds of the interests of Lenders (including
            other senior participants) in all other Obligations (including the
            payment of cash collateral in amounts acceptable to Agent with
            respect to any contingent Obligations relating to, among other
            things, Letter of Credit Accommodations, checks and other payments
            provisionally credited to the Obligations and lockbox arrangements)
            other than the Loans up to the aggregate amount of any Junior
            Participations and other than interest in respect of such Loans, in
            such amounts, order and manner as Agent may determine; and

                     (ix) ninth, to the payment of the Obligations which there
            is any junior participation interest pursuant to any Junior
            Participation Agreements, on a pro rata basis to such junior
            participants, to the extent legally permissible."

                (iii) The last sentence of Section 3.7(c) of the Loan Agreement
is hereby amended to delete the reference to "Commitment Percentage" and replace
it with "Adjusted Commitment Percentage".

            (c) Compensation Adjustment. Section 3.11(c) of the Loan Agreement
is hereby amended to delete the reference to "Commitment Percentage" and replace
it with "Adjusted Commitment Percentage".

            (d) Consolidated Adjusted Working Capital. Section 7.18 of the Loan
Agreement is hereby deleted in its entirety and replaced with the following:

                "7.18 Intentionally Omitted."


                                       7
<PAGE>

            (e) Excess Availability. Section 7.22 of the Loan Agreement is
hereby deleted in its entirety and replaced with the following:

                "7.22  Excess Availability.


                    (a) In the event that WCI Steel and its Subsidiaries shall,
                for the period commencing November 1, 2002 and ending on the
                date listed below (provided, that, in the case of the months
                ending November 30, 2003 and thereafter, such period shall
                include only the twelve (12) consecutive months immediately
                prior thereto), have cumulative EBITDA of less than the amount
                listed opposite such month, then at all times during any such
                period, commencing on and after the last day of the month in
                which the cumulative EBITDA was less than the amount set forth
                below and ending on the last day of the month in which the
                cumulative EBITDA was greater than the amount set forth below,
                the aggregate Excess Availability of Borrowers shall be not less
                than: (i) $5,000,000 plus (A) $15,000,000 minus (B) the
                outstanding amount of any Junior Participations.


<TABLE>
<CAPTION>
                                Month Ending                               Cumulative EBITDA
                                ------------                               -----------------
<S>                                                                        <C>
              December 31, 2002                                                   $7,500,000
              January 31, 2003                                                    $8,700,000
              February 28, 2003                                                   $9,700,000
              March 31, 2003                                                     $11,100,000
              April 30, 2003                                                     $13,400,000
              May 31, 2003                                                       $15,500,000
              June 30, 2003                                                      $18,300,000
              July 31, 2003                                                      $20,300,000
              August 31, 2003                                                    $22,700,000
              September 30, 2003                                                 $25,400,000
              October 31, 2003 and for each month ending
              thereafter                                                         $28,600,000
</TABLE>


                    (b) At any time that Borrowers are not required to have or
                maintain a minimum amount of Excess Availability under Section
                7.22(a) hereof and any principal amounts have been paid by
                Congress to any junior participant in respect of any Junior
                Participation, then at all times on and after the date of any
                such




                                       8
<PAGE>

                payments by Congress to such junior participant, the aggregate
                Excess Availability of Borrowers shall be not less than (i)
                $15,000,000 minus (ii) the outstanding amount of any Junior
                Participations."

            (f) EBITDA. Section 7.23 of the Loan Agreement is hereby deleted in
its entirety and replaced with the following:

                "7.23 EBITDA. WCI Steel and its Subsidiaries shall, for the
            period commencing November 1, 2002 and ending on the date listed
            below (provided, that, in the case of the months ending November 30,
            2003 and thereafter, such period shall include only the twelve (12)
            consecutive months immediately prior thereto), have cumulative
            EBITDA of not less than the amount listed opposite each such month:

<TABLE>
<CAPTION>
                                Month Ending                               Cumulative EBITDA
                                ------------                               -----------------
<S>                                                                         <C>
              December 31, 2002                                                   $7,100,000
              January 31, 2003                                                    $8,000,000
              February 28, 2003                                                   $8,800,000
              March 31, 2003                                                     $10,000,000
              April 30, 2003                                                     $12,500,000
              May 31, 2003                                                       $14,500,000
              June 30, 2003                                                      $17,200,000
              July 31, 2003                                                      $19,100,000
              August 31, 2003                                                    $21,400,000
              September 30, 2003                                                 $23,900,000
              October 31, 2003 and for each month ending
              thereafter                                                        $26,900,000"
</TABLE>


            (g) Events of Default. Section 8.1 of the Loan Agreement is hereby
amended to add a new Section 8.1(l) to the end of such section as follows:

                "(l) (i) any junior participation agreement in effect as of the
            effective date of Amendment No. 4 to the Loan Agreement shall cease
            to be in full force and effect (except for termination thereof in
            accordance with its terms) or any junior participant party thereto,
            Borrower or Obligor shall contest the validity thereof, or any
            junior participant shall fail to perform any of the terms,
            covenants, conditions or provisions of the junior participation
            agreement in effect as of the effective date of Amendment No.


                                       9
<PAGE>


            4 to the Loan Agreement or any other agreement of such party in
            favor of Agent or any Lender in connection with the financing
            arrangements among Borrowers, Agent and Lenders, or any junior
            participant shall deny it has any further liability or obligation
            thereunder or shall revoke, terminate or purport to revoke or
            terminate any junior participation agreement in effect as of the
            effective date of Amendment No. 4 to the Loan Agreement or any
            injunctive relief or restraining order is sought or granted which
            does or would, if granted limit or impair the right of any Lender to
            receive payment under any junior participation agreement in effect
            as of the effective date of Amendment No. 4 to the Loan Agreement in
            accordance with the terms of the foregoing or for any Lender to
            retain any funds drawn or paid thereunder."

            (h) Term. Section 10.2 of the Loan Agreement is hereby amended as
follows:

                (i) Section 10.2(a) of the Loan Agreement is hereby amended to
delete the reference to "December 29, 2003" and replace it with "June 30, 2004".

                (ii) Section 10.2(e)(ii) of the Loan Agreement is hereby amended
to delete the reference to "October 31, 2003" and replace it with "April 30,
2004".

            (i) Participant's Security Interests. Section 10.13 of the Loan
Agreement is hereby amended as follows:

                (i) to add the clause "(including, without limitation, for
purposes of this section only, Renco Group)" after each reference to the word
"Participant" in such Section; and

                (ii) to add the following to the end of such Section before the
period:

            "; provided, that, as to any junior participant, such lien, security
            interest and right of setoff is subject to the terms of the Junior
            Participation Agreement related thereto."

        3.  Amendment Fee. In addition to all other fees, charges, interest and
expenses payable by Borrowers to Agent, Borrowers shall pay to Agent for the
benefit of Lenders a fee for entering into this Amendment in an amount equal to
$xxx,xxx, which fee is fully earned as of the date hereof and due and payable on
the date hereof, and which Agent may, at its option, charge directly to the loan
account(s) of Borrowers.

        4.  Representations, Warranties and Covenants. Each Borrower represents,
warrants and covenants with and to Lenders and Agent as follows, which
representations, warranties and covenants are continuing and shall survive the
execution and delivery hereof, the truth and accuracy of, or compliance with
each, together with the representations, warranties and covenants



                                       10
<PAGE>

in the other Financing Agreements, being a continuing condition of the making or
providing of any Loans or Letter of Credit Accommodations by or on behalf of
Lenders to Borrowers:

            (a) This Amendment has been duly authorized, executed and delivered
by each Borrower, and the agreements and obligations of each Borrower contained
herein constitutes legal, valid and binding obligations of such Borrower
enforceable against such Borrower in accordance with its terms.

            (b) Neither the execution and delivery of this Amendment, or any
other agreements, documents or instruments in connection herewith, nor the
consummation of the transactions herein or therein contemplated, nor compliance
with the provisions hereof or thereof (i) is in contravention of any law or
regulation or any order or decree of any court or governmental instrumentality
applicable to Borrowers in any respect, or (ii) conflicts with or results in the
breach of, or constitutes a default in any respect under any mortgage, deed of
trust, security agreement, agreement or instrument to which either Borrower is a
party or may be bound, or (iii) violates any provision of the certificate of
incorporation or by-laws of WCI Steel or the partnership agreement of WCI Sales
LP.

            (c) No Event of Default or act, condition or event which with notice
or passage or time or both would constitute an Event of Default, exists or has
occurred and is continuing.

        5.  Conditions Precedent. The effectiveness of the terms and conditions
of this Amendment shall be effective upon the satisfaction of each of the
following conditions precedent in a manner satisfactory to Agent:

            (a) the receipt by Agent of $15,000,000 in cash from Renco Group in
respect of the Junior Participation (as defined in the Junior Participation
Agreement referred to in Section 5(b) below);

            (b) the receipt by Agent of (i) an original of this Amendment, (ii)
an original of the Junior Participation Agreement, dated of even date herewith,
by and between Congress and Renco Group, and (iii) an original of Amendment No.
1 to Amended and Restated Co-Lending and Agency Agreement, dated of even date
herewith, by and among Agent, Congress and Bank of America, each duly
authorized, executed and delivered by the parties thereto;

            (c) the receipt by Agent of the fee set forth in Section 3 hereof;
and

            (d) no Event of Default shall have occurred and be continuing and no
event shall have occurred or condition be existing and continuing which, with
notice or passage of time or both, would constitute an Event of Default.

        6.  General.



                                       11
<PAGE>

            (a) Effect of this Amendment. Except as modified pursuant hereto, no
other changes or modifications to the Financing Agreements are intended or
implied and in all other respects the Financing Agreements are hereby
specifically ratified, restated and confirmed by all parties hereto as of the
date hereof. To the extent of conflict between the terms of this Amendment and
the Financing Agreements, the terms of this Amendment shall control.

            (b) Further Assurances. The parties hereto shall execute and deliver
such additional documents and take such additional action as may be necessary to
effectuate the provisions and purposes of this Amendment.

            (c) Governing Law. The rights and obligations hereunder of each of
the parties hereto shall be governed by and interpreted and determined in
accordance with the internal laws of the State of New York but excluding any
principles of conflicts of law or other rule of law that would cause the
application of the law of any jurisdiction other than the laws of the State of
New York.

            (d) Binding Effect. This Amendment is binding upon and shall inure
to the benefit of Agent, Lenders and Borrowers and their respective successors
and assigns.

            (e) Counterparts. This Amendment may be executed in one or more
counterparts, each of which when so executed shall be deemed to be an original
but all of which when taken together shall constitute one and the same
instrument. In making proof of this Amendment, it shall not be necessary to
produce or account for more than one counterpart thereof signed by each of the
parties hereto. This Amendment may be executed and delivered by telecopier with
the same force and effect as if it were a manually executed and delivered
counterpart.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





                                       12
<PAGE>



        The parties hereto have caused this Amendment to be duly executed and
delivered by their duly authorized officers as of the day and year first above
written.


                                    CONGRESS FINANCIAL CORPORATION,
                                    as Lender

                                    By: /s/ Marc J. Breier
                                        ------------------------------

                                    Title: First Vice President
                                        ------------------------------


                                    BANK OF AMERICA, N.A., as
                                    successor to BankAmerica National
                                    Trust & Savings Association,
                                    as Lender

                                    By: /s/ Edmundo Kahn
                                        ------------------------------
                                    Title: Vice President
                                        ------------------------------


                                    WCI STEEL, INC.

                                    By: /s/ John P. Jacunski
                                        --------------------------------

                                    Title: Vice President, Finance & CFO
                                           ------------------------------

                                    WCI STEEL SALES L.P.

                                    By: /s/ John P. Jacunski
                                        ------------------------------

                                    Title: Vice President, Finance & CFO

                                    CONGRESS FINANCIAL CORPORATION,
                                    as Agent

                                    By: /s/ Marc J. Breier
                                        ------------------------------

                                    Title: First Vice President
                                        ------------------------------


                                       13






</TEXT>
</DOCUMENT>
