Amend. #2 To Turnkey Eng. & Construction Contract

AMENDMENT NO. 2 TO
NO. 1 CONTINUOUS GALVANIZING LINE
TURNKEY ENGINEERING AND
CONSTRUCTION CONTRACT


This Amendment No. 2 ("AMENDMENT") made this 22nd day of June, 1999 by and between National Steel Corporation, Great Lakes Division, a Delaware corporation with its office at 4100 Edison Lakes Parkway, Mishawaka, Indiana 46545 ("NATIONAL") and NKK Steel Engineering, Inc., a Delaware corporation with its office at 910 Sheraton Drive, Suite 400, Mars, Pennsylvania 16046-9414 ("CONTRACTOR").


RECITALS


A. NATIONAL and CONTRACTOR are parties to the No. 1 Continuous Galvanizing Line Turnkey Engineering and Construction Contract dated as of October 23, 1998, as amended by Amendment No. 1 dated as of March 19, 1999 (together, the "AGREEMENT").


B. NATIONAL and CONTRACTOR have agreed that the AGREEMENT should be further amended.


NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


1. Definitions. All capitalized terms, which are not otherwise defined
----------- herein, shall have the meanings given to them in the AGREEMENT.


2. Amendment of Section 6. Section 6 of the AGREEMENT is hereby amended by
---------------------- adding the following as a new Section 6.5:


"6.5 Bonus for Early Completion. In the event that the HOT RUN COMMENCEMENT
--------------------------
occurs prior to the HOT RUN COMMENCEMENT DEADLINE, then NATIONAL agrees to
pay to CONTRACTOR, a bonus (the "COMPLETION BONUS") determined in
accordance with the requirements, and subject to the conditions, set forth
below :


(i) The amount of the COMPLETION BONUS shall be equal to $75,000 times the
lesser of (a) the number of BONUS ELIGIBLE DAYS (as hereinafter
defined), and (b) 30.


(ii) The COMPLETION BONUS shall be due and payable as follows:


(A) 50% of the COMPLETION BONUS shall be due and payable within
thirty (30) days after NATIONAL's receipt of CONTRACTOR's invoice
for such amount, which invoice shall be issued by CONTRACTOR no
earlier than the occurrence of the HOT RUN COMMENCEMENT;


(B) 50% of the COMPLETION BONUS shall be due and payable within
thirty (30) days after NATIONAL's receipt of CONTRACTOR's invoic ...