SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
                                   FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



       Date of Report (Date of earliest event reported): October 15, 2002



                            MAVERICK TUBE CORPORATION
                  ---------------------------------------------

             (Exact Name of Registrant as Specified in its Charter)



        Delaware                            1-10651                  43-1455766
  ---------------------                  ------------           ---------------
(State or Other Jurisdiction             (Commission               (IRS Employer
       of Incorporation)                  File Number)       Identification No.)



16401 Swingley Ridge Road, Suite 700, Chesterfield, Missouri              63017
------------------------------------------------------------       ------------
(Address of Principal Executive Offices)                              (Zip Code)



                                 (636) 733-1600
                          -----------------------------

              (Registrant's telephone number, including area code)

                                Not applicable.
         (Former name or former address, if changed since last report)
<page>
ITEM 5.  OTHER EVENTS

On October  15,  2002,  the  Registrant  executed a  definitive  asset  purchase
agreement to acquire substantially all of the assets of the LTV Tubular Division
from LTV  Corporation.  Attached  hereto as  Exhibit  99.1 is the press  release
issued by the Registrant regarding the transaction, which is incorporated herein
by reference.  The  definitive  asset purchase  agreement is attached  hereto as
Exhibit 2.1.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c)             Exhibits


Exhibit No.     Description
-----------     -----------

2.1             Asset Purchase Agreement By and Among The LTV Corporation, the
                Other Sellers Named Herein and Maverick Tube Corporation Dated
                as of October 15, 2002 (*)

99.1            Press Release Dated October 15, 2002

*    Schedules  and  similar  attachments  are omitted in  accordance  with Item
     601(b)(2)  of  Regulation  S-K and a  brief  description  of  such  omitted
     Schedules  and similar  attachments  is  included  herein.  The  Registrant
     undertakes to supplementally provide the Securities and Exchange Commission
     with a copy of any such  omitted  Schedules  or  similar  attachments  upon
     request.


                                    SIGNATURE


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Dated:   October 16, 2002


                            MAVERICK TUBE CORPORATION


                                    By:    /s/ Pamela G. Boone
                                       ----------------------------------
                                               Pamela G. Boone
                                               Chief Financial Officer




                                  EXHIBIT INDEX

Exhibit No.     Description
-------         -----------

2.1             Asset Purchase Agreement By and Among The LTV Corporation the
                Other Sellers Named Herein and Maverick Tube Corporation Dated
                as of October 15, 2002 (*)

99.1            Press Release Dated October 15, 2002

*    Schedules  and  similar  attachments  are omitted in  accordance  with Item
     601(b)(2)  of  Regulation  S-K and a  brief  description  of  such  omitted
     Schedules  and similar  attachments  is  included  herein.  The  Registrant
     undertakes to supplementally provide the Securities and Exchange Commission
     with a copy of any such  omitted  Schedules  or  similar  attachments  upon
     request.

<Page>
                        EX 2.1 - Asset Purchase Agreement Dated October 15, 2002
================================================================================


                            ASSET PURCHASE AGREEMENT


                                  By and Among

                              THE LTV CORPORATION,


                         THE OTHER SELLERS NAMED HEREIN


                                       And


                            MAVERICK TUBE CORPORATION




                          Dated as of October 15, 2002
<PAGE>
                                Table of Contents

                                                                            Page


Article 1             PURCHASE AND SALE OF THE ACQUIRED ASSETS.................3

         1.1      Transfer of Acquired Assets..................................3
         1.2      Excluded Assets..............................................5
         1.3      Assumption of Liabilities....................................7
         1.4      Retention of Liabilities.....................................8
         1.5      Non-Assignment of Assigned Contracts.........................8


Article 2             EMPLOYEE AND BENEFITS MATTERS............................8

         2.1      Severance Pay Plan...........................................9
         2.2      Management Bonus Program.....................................9
         2.3      Profit Sharing Plans.........................................9


Article 3             CONSIDERATION............................................9

         3.1      Consideration................................................9
         3.2      Deposits.....................................................9
         3.3      Estimated Working Capital...................................10
         3.4      Purchase Price Adjustment...................................10


Article 4             CLOSING AND DELIVERIES..................................12

         4.1      Closing.....................................................12
         4.2      Sellers' Deliveries.........................................12
         4.3      Buyer's Deliveries..........................................12


Article 5             REPRESENTATIONS AND WARRANTIES OF THE SELLERS...........13

         5.1      Corporate Organization......................................13
         5.2      Authorization and Validity..................................13
         5.3      No Conflict or Violation....................................13
         5.4      Consents and Approvals......................................14
         5.5      Financial Statements........................................14
         5.6      Compliance with Law.........................................14
         5.7      Litigation..................................................15
         5.8      Title and Ownership.........................................15
         5.9      Material Contracts..........................................15
         5.10     Intellectual Property.......................................16
         5.11     Permits.....................................................16
         5.12     Environmental Matters.......................................16
         5.13     Sufficiency of Acquired Assets..............................17


Article 6             REPRESENTATIONS AND WARRANTIES OF BUYER.................17

         6.1      Corporate Organization......................................17
         6.2      Authorization and Validity..................................17

                                      -i-
<page>
                               TABLE OF CONTENTS
                                  (continued)

         6.3      No Conflict or Violation....................................17
         6.4      Consents and Approvals......................................17
         6.5      Availability of Funds.......................................18
         6.6      Adequate Assurances Regarding Assigned Contracts............18
         6.7      Investigation by Buyer......................................18


Article 7             SCOPE OF REPRESENTATIONS AND WARRANTIES.................18

         7.1      Warranties Exclusive........................................18
         7.2      Survival of Representations and Warranties..................19


Article 8             COVENANTS OF SELLERS....................................19

         8.1      Actions Before Closing......................................19
         8.2      Conduct of Business Before the Closing Date.................19
         8.3      Sale Order..................................................20
         8.4      Consents and Approvals......................................20
         8.5      Access to Properties, Books and Records; Confidentiality....20
         8.6      Phase I Environmental Site Assessments......................20
         8.7      Additional Cure Costs.......................................20
         8.8      Inventory...................................................20
         8.9      Further Assurances..........................................21
         8.10     Notification of a Breach....................................21


Article 9             COVENANTS OF BUYER......................................21

         9.1      Actions Before Closing Date.................................21
         9.2      Consents and Approvals......................................21
         9.3      Adequate Assurances Regarding Assigned Contracts............21
         9.4      Cure of Defaults............................................21
         9.5      Access to Business Records..................................22
         9.6      Union Agreement.............................................22


Article 10            ENVIRONMENTAL MATTERS...................................22

         10.1     Additional Environmental Investigation......................22
         10.2     Environmental Escrow........................................24


Article 11            ANTITRUST MATTERS.......................................24

         11.1     Antitrust Filings...........................................24
         11.2     Cooperation; Confidentiality Agreement......................25
         11.3     Objections or Other Challenges..............................25


Article 12            TAXES...................................................26

         12.1     Taxes Related to Purchase of Assets.........................26

                                      -ii-
<Page>
                               TABLE OF CONTENTS
                                  (continued)

         12.2     Proration of Real and Personal Property Taxes...............26
         12.3     Cooperation on Tax Matters..................................26
         12.4     Retention of Tax Records....................................26
         12.5     Allocation of Purchase Price and Purchase Price Allocation
                   Forms......................................................27


Article 13            CONDITIONS PRECEDENT TO PERFORMANCE BY PARTIES..........27

         13.1     Conditions Precedent to Performance by Sellers and Buyer....27
         13.2     Conditions Precedent to Performance by Sellers..............27
         13.3     Conditions Precedent to the Performance by Buyer............28


Article 14            TERMINATION AND EFFECT OF TERMINATION...................29

         14.1     Right of Termination........................................29
         14.2     Termination Without Default.................................29
         14.3     Effect of Failure of Sellers' Conditions to Closing.........30
         14.4     Effect of Failure of Buyer's Conditions to Closing..........31
         14.5     Termination on Alternative Transaction......................31


Article 15            INDEMNIFICATION.........................................32

         15.1     Indemnification by Buyer....................................32
         15.2     Third-Party Indemnification Procedures......................32


Article 16            MISCELLANEOUS...........................................33

         16.1     Successors and Assigns......................................33
         16.2     Governing Law; Jurisdiction.................................33
         16.3     Disclosure Schedule Supplements.............................33
         16.4     Mutual Drafting.............................................33
         16.5     Expenses....................................................33
         16.6     Broker's and Finder's Fees..................................34
         16.7     Severability................................................34
         16.8     Notices.....................................................34
         16.9     Amendments; Waivers.........................................35
         16.10    Public Announcements........................................35
         16.11    Entire Agreement............................................35
         16.12    Parties in Interest.........................................36
         16.13    Headings....................................................36
         16.14    Gender and Number...........................................36
         16.15    Currency....................................................36
         16.16    Time of Essence.............................................36
         16.17    Counterparts................................................36


Article 17            DEFINITIONS.............................................36

         17.1     Certain Terms Defined.......................................36

                                     -iii-
<Page>
                               TABLE OF CONTENTS
                                  (continued)

         17.2     All Terms Cross-Referenced..................................39

                                      -iv-
<PAGE>
                                    EXHIBITS

Exhibit A.........Form of Transition Services Agreement
Exhibit B.........Form of Working Capital Escrow Agreement
Exhibit C.........Form of Sale Order


                                    SCHEDULES

Schedule 1.1(a)...Owned Real Property
Schedule 1.1(b)...Real Estate Leases
Schedule 1.1(c)...Machinery and Equipment
Schedule 1.1(h)...Pre-Petition Contracts
Schedule 1.1(k)...Other Current Assets
Schedule 1.1(l)...Intellectual Property
Schedule 1.1(o)...Permits
Schedule 1.2(j)...Excluded Software
Schedule 3.4(a)...Agreed Principles
Schedule 3.4(e)...Reference Balance Sheet
Schedule 5.4......Consents
Schedule 5.5......GAAP Exceptions
Schedule 5.6......Compliance with Law
Schedule 5.7......Litigation
Schedule 5.9......Material Contracts
Schedule 5.10.....Intellectual Property Exceptions
Schedule 5.11.....Permit Exceptions
Schedule 5.12.....Environmental Matters
Schedule 5.13.....Sufficiency of Assets
Schedule 8.6(a)...Form of Phase I Reliance Letter
Schedule 8.6(b)...Qualifications to Phase I Reports
Schedule 12.2.....Proration of Taxes
Schedule 17.1.....Permitted Liens

                                        1
<PAGE>
                            ASSET PURCHASE AGREEMENT

     THIS ASSET PURCHASE AGREEMENT (this  "Agreement"),  dated as of October 15,
2002,  is  made  by and  among  THE  LTV  CORPORATION,  a  Delaware  corporation
("Parent"), LTV STEEL COMPANY, INC., a New Jersey corporation ("LTV Steel"), and
GEORGIA TUBING CORPORATION, a Delaware corporation (collectively with Parent and
LTV Steel,  ("Sellers"),  and MAVERICK TUBE CORPORATION,  a Delaware corporation
("Buyer").   Capitalized   terms  used  in  this   Agreement   are   defined  or
cross-referenced in Article 17.

                             BACKGROUND INFORMATION

     A. On  December  29,  2000  (the  "Petition  Date"),  Parent  and 48 of its
Affiliates commenced voluntary cases for reorganization (the "Bankruptcy Cases")
under  Chapter  11 of the  Bankruptcy  Code,  11  U.S.C.  ss.ss.  101-1330  (the
"Bankruptcy  Code"),  in the United  States  Bankruptcy  Court for the  Northern
District of Ohio, Eastern Division (the "Bankruptcy Court").

     B.  Sellers are engaged in the business of  manufacturing  pipe and conduit
products at the LTV Tubular Plants (the "LTV Tubular Business").

     C. Pursuant to an Order entered on June 4, 2002, the  Bankruptcy  Court has
approved  procedures  for the sale  of,  among  other  things,  the LTV  Tubular
Business (the "Asset Sale  Procedures").  The Asset Sale Procedures  provide for
the sale of the LTV Tubular Business,  either alone or along with other business
units of Sellers and their Affiliates, in any case subject to Buyer's assumption
of the Assumed  Liabilities  and otherwise on the terms and conditions set forth
in the Asset Sale Procedures.

     D. Buyer  desires to purchase  the  Acquired  Assets and assume the Assumed
Liabilities  from  Sellers,  and Sellers  desire to sell the Acquired  Assets to
Buyer and to have Buyer  assume the Assumed  Liabilities,  all in the manner and
subject  to the  terms  and  conditions  set  forth  in  this  Agreement  and in
accordance with sections 105, 363 and 365 and other applicable provisions of the
Bankruptcy Code.

     E. The Acquired  Assets and Assumed  Liabilities are assets and liabilities
of Sellers,  which are to be purchased and assumed by Buyer pursuant to an order
of the  Bankruptcy  Court  approving such sale pursuant to sections 105, 363 and
365 of the Bankruptcy Code, which order will include the  authorization  for the
assumption by Sellers and assignment to Buyer of certain executory contracts and
unexpired leases and liabilities  thereunder under section 365 of the Bankruptcy
Code,  all in the manner and  subject to the terms and  conditions  set forth in
this  Agreement  and in  accordance  with  other  applicable  provisions  of the
Bankruptcy Code.

                                       2
<Page>
                             STATEMENT OF AGREEMENT

     NOW,  THEREFORE,  in  consideration  of the foregoing and their  respective
representations,  warranties,  covenants and undertakings herein contained,  and
other good and valuable consideration,  the receipt and sufficiency of which are
hereby acknowledged, Sellers and Buyer hereby agree as follows:


                                   ARTICLE 1
                    PURCHASE AND SALE OF THE ACQUIRED ASSETS

     1.1 Transfer of Acquired  Assets.  At the  Closing,  and upon the terms and
conditions  herein  set forth,  Sellers  shall  sell to Buyer,  and Buyer  shall
acquire from Sellers, all of Sellers' right, title and interest in, to and under
the Acquired  Assets,  free and clear of all Liens other than  Permitted  Liens.
"Acquired  Assets"  shall mean the  following  property,  but shall  exclude the
Excluded Assets:

     (a)  the real property  owned by any Seller and listed on Schedule  1.1(a),
          together  with any  Improvements  erected  thereon  (the  "Owned  Real
          Property");

     (b)  all of  Sellers'  interests  in, to and under the  leases  (the  "Real
          Estate  Leases") of real property  listed on Schedule 1.1(b) (the real
          property  leased by any Seller  pursuant to the Real Property  Leases,
          the "Leased Real Property" and, together with the Owned Real Property,
          the "Real Property");

     (c)  all of (i) Sellers' owned equipment,  machinery,  furniture, fixtures,
          tooling and spare parts  relating  exclusively to the operation of the
          LTV  Tubular  Business,  whether  located  on  the  Real  Property  or
          elsewhere  (the  "Machinery  and  Equipment");  and (ii) any rights of
          Sellers to the warranties and licenses received from manufacturers and
          sellers of the Machinery and Equipment including,  without limitation,
          the Machinery and Equipment listed on Schedule 1.1(c);

     (d)  all of Sellers' owned cars,  trucks and other motor  vehicles  ("Owned
          Vehicles")  used  exclusively  in the  operation  of the  LTV  Tubular
          Business;

     (e)  all sales orders or other similar Contracts entered into by any Seller
          with  purchasers of goods or services,  but only to the extent related
          to the LTV Tubular Business ("Sales Orders");

     (f)  all  outstanding  purchase orders or other similar  Contracts  entered
          into by any Seller on or after the Petition  Date with any supplier of
          goods or services for materials,  supplies or other items, but only to
          the extent related to the LTV Tubular Business ("Purchase Orders");

     (g)  all Contracts  (other than Sales Orders and Purchase  Orders)  entered
          into by any  Seller on or after  the  Petition  Date,  but only to the
          extent  related  to  the  LTV  Tubular  Business  (the  "Post-Petition
          Contracts");

                                       3
<Page>
     (h)  those  Contracts  (other than Sales Orders) entered into by any Seller
          prior to the Petition  Date that are executory and unexpired as of the
          Closing  Date  and  that  are  set  forth  on  Schedule   1.1(h)  (the
          "Pre-Petition  Contracts"  and,  together with the Real Estate Leases,
          the Sales Orders, the Purchase Orders and the Post-Petition Contracts,
          but excluding any contract listed as an Excluded Asset,  the "Assigned
          Contracts");

     (i)  any pre-paid  expenses and deposits made by or on behalf of any Seller
          in connection with any of the Assigned Contracts;

     (j)  all (i) finished goods, raw materials,  work-in-progress  and supplies
          owned by Sellers on the Closing Date and relating  exclusively  to the
          operation of the LTV Tubular Business (the "Inventory"),  and (ii) any
          rights of Sellers  to the  warranties  received  from  suppliers  with
          respect  to such  Inventory  and any  related  Claims  (and  rights to
          Claims), credits, rights of recovery and set-off with respect thereto;

     (k)  all of Sellers' accounts receivable arising in connection with the LTV
          Tubular  Business  (the  "Accounts  Receivable"),  the current  assets
          listed on  Schedule  1.1(k)  and all  Claims  (and  rights to  Claims)
          arising in connection therewith;

     (l)  all patents, patent applications,  copyrights, copyright applications,
          know-how, information, trademarks, service marks, trade names, brands,
          private labels,  or trade secrets and licenses and rights with respect
          to  the   foregoing  (to  the  extent  such  licenses  or  rights  are
          transferable),  or other  intellectual  property  owned by Sellers and
          relating  exclusively to the operation of the LTV Tubular  Business or
          the operation of the Acquired  Assets (the  "Intellectual  Property"),
          including,  without  limitation,  the Intellectual  Property listed on
          Schedule 1.1(l);

     (m)  any  computer  software  or systems  (including,  without  limitation,
          process control  software) owned by any Seller and used exclusively in
          the operation of the LTV Tubular Business;

     (n)  all  intangible   personal   property   rights  of  Sellers   relating
          exclusively  to the LTV Tubular  Business  and all goodwill of Sellers
          relating exclusively to the LTV Tubular Business;

     (o)  all permits,  authorizations and licenses issued by any Government and
          relating  exclusively  to the LTV  Tubular  Business  and all  pending
          applications therefor ("Permits") including, without limitation, those
          Permits  set  forth on  Schedule  1.1(o),  but only to the  extent  1.
          Sellers have received  Consent to transfer  such  Permits,  or 1. such
          Permits are transferable under applicable Law without Consent;

     (p)  copies or originals of all books, files and records to the extent they
          apply to the Acquired  Assets or the LTV Tubular  Business,  including
          customer lists,  historical  customer  files,  reports,  plans,  data,
          accounting  and tax records,  test  results,  product  specifications,
          drawings,  diagrams,  training  manuals,  engineering data, safety and
          environmental reports and documents,  maintenance schedules, operating
          and production  records,  inventory  records,  business plans,  credit
          records of customers, and marketing

                                       4
<Page>
          and all other studies,  documents and records, whether in hard copy or
          electronic format (the "Business Records");

     (q)  all assets to be acquired by Buyer pursuant to Article 2;

     (r)  all corporate seals, minute books, charter documents,  corporate stock
          record books, original tax and financial records and such other files,
          books  and  records  to the  extent  they  relate  exclusively  to the
          Acquired Assets; and

     (s)  to the extent  assignable,  all of Sellers'  interest in any  tooling,
          equipment and machinery used in the LTV Tubular  Business and owned by
          any customer of the LTV Tubular Business or any third party and in the
          possession of any Seller.

     1.2  Excluded  Assets.  The  Acquired  Assets do not include (1) any right,
title or interest of any Person other than Sellers in any property or asset, (2)
Sellers'  right,  title and interest in, to and under  properties and assets not
related  exclusively to the operation of the LTV Tubular  Business,  and (3) the
properties  and assets of Sellers  listed or  described in this Section 1.2 (all
such  assets  not  being  acquired  by Buyer  being  herein  referred  to as the
"Excluded Assets"):

     (a)  all of Sellers' cash and cash equivalents, including all petty cash in
          excess of $5,000, and undeposited checks;

     (b)  all  Contracts  (other than Sales  Orders)  entered into by any Seller
          prior to the Petition Date that are not set forth on Schedule 1.1(h);

     (c)  all assets to be retained by Sellers pursuant to Article 2;

     (d)  all of Sellers' deposits and prepaid insurance premiums made under any
          Contract that is not an Assigned Contract;

     (e)  except as provided in Section 1.1(j) and Section 1.1(k), all rights to
          Claims,  refunds or adjustments  regarding  matters occurring prior to
          the  Closing  Date  (regardless  of when the claim is  made),  and all
          rights to insurance  proceeds or other insurance  Contract  recoveries
          relating to Excluded Liabilities;

     (f)  any asset of any Seller that would  constitute  an Acquired  Asset (if
          owned  by  such  Seller  on the  Closing  Date)  that is  conveyed  or
          otherwise disposed of during the period from the date hereof until the
          Closing  Date  either (i) in the  ordinary  course of business of such
          Seller or (ii) as otherwise permitted by the terms of this Agreement;

     (g)  all losses, loss carryforwards and rights to receive refunds,  credits
          and loss carryforwards with respect to any and all Taxes of any Seller
          incurred  or  accrued  on or  prior  to the  Closing  Date,  including
          interest receivable with respect thereto;

     (h)  except as provided in Section 1.1(j) and Section  1.1(k),  any and all
          rights, claims, credits, allowances,  rebates, causes of action, known
          or unknown, pending or threatened (including,  without limitation, all
          causes of action  arising under  sections 510,

                                       5
<Page>
          544 through 551 and 553 of the Bankruptcy  Code or under similar state
          Laws including, without limitation,  fraudulent conveyance claims, and
          all other causes of action of a trustee and debtor-in-possession under
          the Bankruptcy Code) or rights of set-off (collectively, "Claims"), of
          any Seller or any  Affiliate of any Seller,  including but not limited
          to Claims  arising  out of or  relating  in any way to the  Bankruptcy
          Cases or any of the transactions  contemplated thereby or entered into
          as a consequence thereof,  including,  without limitation,  any claims
          (as defined in section 101(5) of the Bankruptcy Code) filed, scheduled
          or otherwise arising in the Bankruptcy Cases;

     (i)  all assets located at or related  exclusively to the facilities  owned
          or leased by LTV Steel at Marion,  Ohio (the  "Marion  Plant") and all
          other assets (including,  without limitation,  real estate,  machinery
          and  equipment,   Contracts,   accounts  receivable  and  Intellectual
          Property) used exclusively in or arising exclusively from Parent's and
          its Affiliates' business conducted at the Marion Plant;

     (j)  the computer software or systems listed on Schedule 1.2(j);

     (k)  all shares of capital  stock or other equity  interests of all Sellers
          and all Affiliates of Sellers;

     (l)  all corporate seals, minute books, charter documents,  corporate stock
          record books, original tax and financial records and such other files,
          books and  records to the extent  they  relate to any of the  Excluded
          Assets or to the  organization,  existence  or  capitalization  of any
          Seller or of any Affiliate of any Seller;

     (m)  all of  Sellers'  rights to  recovery  of  collateral  given to obtain
          letters  of credit  and  rights to  recover  amounts  drawn or paid on
          letters of credit;

     (n)  all accounts  receivable  and other amounts due to any Seller from any
          Affiliate  of such  Seller and all Claims of any  Seller  against  any
          other Seller or any other Affiliate of such Seller;

     (o)  all  rights to the LTV name,  the  Copperweld  name and any  variation
          thereof;

     (p)  all Contracts that are "employee  benefit plans" as defined by section
          3(3) of the Employee Retirement Income Security Act of 1974, specified
          fringe  benefit  plans as  defined in  section  6039D of the  Internal
          Revenue  Code  of  1986,   or  other  bonus,   incentive-compensation,
          deferred-compensation,          profit-sharing,          stock-option,
          stock-appreciation-right,         stock-bonus,         stock-purchase,
          employee-stock-ownership,   savings,   severance,   change-in-control,
          supplemental-unemployment,  layoff,  salary-continuation,  retirement,
          pension,     health,     life-insurance,     disability,     accident,
          group-insurance,  vacation,  holiday,  sick-leave,  fringe-benefit  or
          welfare  plan,  or any other  employee  compensation  or benefit plan,
          agreement,  policy,  practice,  commitment,  contract or understanding
          (whether qualified or nonqualified  currently effective or terminated,
          written or unwritten) or any trust,  escrow or other agreement related
          thereto (each, a "LTV Benefit Plan"); and

     (q)  all LTV Labor Agreements.

                                       6
<Page>
     1.3  Assumption of  Liabilities.  At the Closing,  Buyer shall assume,  and
Buyer shall hereafter pay,  perform and discharge when due, all of the following
liabilities (the "Assumed Liabilities"):

     (a)  all liabilities and obligations with respect to trade accounts payable
          of the LTV Tubular Business arising on or after the Petition Date, but
          excluding  any trade  accounts  payable to any Affiliate of any Seller
          (the "Accounts Payable");

     (b)  all   liabilities  and  obligations  of  Sellers  under  the  Assigned
          Contracts  and cure costs not to exceed an aggregate of the cure costs
          set  forth  on  Schedule  1.1(h)  associated  with  each  Pre-Petition
          Contract to be assumed by Buyer hereunder (the "Aggregate Cure Cost"),
          required to be paid pursuant to section 365 of the Bankruptcy  Code in
          connection   with  the  assumption  and  assignment  of  the  Assigned
          Contracts;

     (c)  all  liabilities  and  obligations  of  Sellers to be assumed by Buyer
          pursuant to Article 2;

     (d)  all  liabilities  and  obligations of Sellers with respect to tooling,
          equipment  and  machinery  owned by any  customer  of the LTV  Tubular
          Business or any other third party,  possession of which is conveyed to
          Buyer by any Seller;

     (e)  all  liabilities  and  obligations  of Sellers for  Transaction  Taxes
          payable  in  connection  with the  transactions  contemplated  by this
          Agreement;

     (f)  all liabilities  and obligations  arising on or after the Closing Date
          relating to or arising  out of (i) the  Acquired  Assets,  or (ii) the
          operation of the LTV Tubular Business,  including, without limitation,
          all  liabilities and obligations for real estate Taxes and assessments
          that are a Lien but not yet due and  payable and are  attributable  to
          time periods after the Closing;

     (g)  all liabilities and obligations of any Seller, any of their Affiliates
          or  any  of  their   respective   Related  Persons   relating  to  any
          Environmental Law,  irrespective of whether such liability attaches or
          accrues to Buyer or any Seller in the first instance,  relating to the
          Acquired  Assets,  but not  including  (i) any liability or obligation
          resulting  from the transport,  disposal,  storage or treatment of any
          Hazardous  Materials  by any Seller  prior to the Closing to or at any
          location,   other  than  the  Real   Property,   (ii)  any  liability,
          obligation,  or Claim for personal  injury  resulting from exposure to
          Hazardous  Materials or otherwise,  where such exposure or other event
          or occurrence  occurred  prior to the Closing Date, and (iii) any fine
          or other  monetary  penalty  imposed  by any  Government  prior to the
          Closing Date; and

     (h)  all liabilities  and  obligations of the Sellers and their  Affiliates
          with respect to 1.  Seller's  MBP, 1. accrued  vacation,  1. the Cedar
          Springs plant hourly and salaried  annual profit  sharing plan, and 1.
          the Counce  Plant and Ferndale  plant  hourly and  salaried  quarterly
          profit sharing plans, in each case for persons who are employed by any
          Seller or any of their  Affiliates  on the day before the Closing Date
          and who are employed by the Buyer or one of its  Affiliates  after the
          Closing,  and which liabilities are included in the calculation of the
          Final Working Capital.

                                       7
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     1.4  Retention  of   Liabilities.   Buyer  is  assuming  only  the  Assumed
Liabilities  and is not assuming any other liability or obligation of any Seller
of whatever nature,  whether  presently in existence or arising  hereafter.  All
such  other  liabilities  and  obligations  shall  be  retained  by  and  remain
liabilities and obligations of Sellers (all such liabilities and obligations not
being  assumed  being herein  referred to as the  "Excluded  Liabilities").  The
Excluded Liabilities shall include, without limitation, the following:

     (a)  other than as  specifically  set forth in Section 1.3(h) or Article 2,
          all  liabilities  and obligations of Sellers to all present and former
          employees of the LTV Tubular  Business (and their  respective  spouses
          and dependents),  including,  without limitation,  all liabilities for
          medical   insurance,   life  insurance,   worker's   compensation  and
          retirement benefits;

     (b)  other than as  specifically  set forth in Section 1.3(h) or Article 2,
          all liabilities and obligations of Sellers  relating to or arising out
          of any LTV Benefit Plan,  including,  without limitation,  the defined
          benefit  pension  plan  covering  the hourly  employees at the Georgia
          Tubing  Corporation's  Cedar Springs,  Georgia plant or arising out of
          any LTV Labor Agreement; and

     (c)  all  liabilities  and  obligations  for damages to Persons or property
          arising out of alleged defects in products of the LTV Tubular Business
          sold by Sellers,  or arising under warranties  issued by Sellers;  and
          all liabilities and obligations to repair or replace, or to refund the
          sales price of,  products  manufactured  by the LTV  Tubular  Business
          prior to the Closing Date that any customer claims to be defective.

     1.5 Non-Assignment of Assigned Contracts.  Anything contained herein to the
contrary  notwithstanding,  this Agreement  shall not constitute an agreement to
assign any Assigned Contract if,  notwithstanding the provisions of sections 363
and  365 of the  Bankruptcy  Code,  an  attempted  assignment  thereof,  without
obtaining a Consent,  would constitute a breach thereof or in any way negatively
affect  the  rights  of  Sellers  or Buyer,  as the  assignee  of such  Assigned
Contract.  If,  notwithstanding  the  provisions  of sections 363 and 365 of the
Bankruptcy  Code,  such Consent is required but not obtained,  Sellers shall, at
Buyer's  sole  cost  and  expense,   cooperate   with  Buyer   without   further
consideration  in any reasonable  arrangement  designed to provide for Buyer the
benefits of or under any such Assigned Contract,  including, without limitation,
enforcement for the benefit of Buyer of any and all rights of any Seller against
a third party thereto arising out of the breach or cancellation  thereof by such
third  party.  Any  assignment  to Buyer of any  Assigned  Contract  that shall,
notwithstanding  the provisions of sections 363 and 365 of the Bankruptcy  Code,
require the Consent of any third party for such assignment as aforesaid shall be
made subject to such Consent being obtained.

                                   ARTICLE 2
                          EMPLOYEE AND BENEFITS MATTERS

     This Article 2 sets forth Buyer's and Sellers' acknowledgements,  covenants
and undertakings with respect to certain matters related to employees of the LTV
Tubular Business not covered under LTV Labor Agreements.

                                       8
<Page>
     2.1 Severance Pay Plan. At or before the Closing,  Buyer shall  institute a
severance  pay plan  ("Buyer's  Severance  Pay Plan")  satisfying  the following
criteria:  (a) it  shall  apply to all  persons  who (i) are on the date of this
Agreement full-time employees of any Seller or any of their Affiliates, (ii) are
not  represented  by a labor  union,  (iii) are employed by any Seller or any of
their Affiliates on the day before the Closing Date ("Eligible Employees"),  and
(iv) are  employed  by  Buyer or one of its  Affiliates  immediately  after  the
Closing;  (b) it shall be substantially  similar to the Copperweld Severance Pay
Plan effective  January 1, 1994 (the  "Copperweld  Severance Pay Plan");  (c) it
shall credit all Eligible Employees for all prior service with any Seller or any
of their  Affiliates for purposes of determining the amount of any severance pay
due; and (d) it shall remain in effect, without material modification, until the
first anniversary of the Closing Date.

     2.2 Management Bonus Program. At or prior to the Closing, Buyer shall cause
to be  included in Buyer's  existing  Management  Bonus  Program for the year in
which the Closing occurs  ("Buyer's MBP") each person not represented by a labor
union who is  employed by any Seller or any of their  Affiliates  on the date of
this  Agreement and on the day before the Closing,  who is a participant  in the
LTV  Copperweld  Management  Bonus Program - 2002 (the "MBP") and is employed by
Buyer  or  one  of  its  Affiliates   immediately  after  the  Closing  (a  "MBP
Participant").  Buyer will cause each MBP  Participant  to receive a bonus under
Buyer's MBP that is not less than the amount accrued for such MBP Participant in
the Final Working Capital.

     2.3 Profit Sharing  Plans.  Buyer will cause each salaried or hourly worker
participating  in 1. the Cedar Springs hourly and salaried annual profit sharing
plan (the "Cedar  Springs  Profit  Sharing  Plan"),  or 1. the Counce  Plant and
Ferndale plant hourly and salaried  quarterly  profit sharing plans (the "Counce
and Ferndale Profit Sharing Plans"),  and who is employed by Buyer or one of its
Affiliates  immediately  after  Closing  (an "Hourly  and  Salaried  Profit Plan
Participant"),  to receive a bonus under the Cedar Springs  Profit  Sharing Plan
and the Counce and Ferndale  Profit  Sharing Plans,  as applicable,  that is not
less  than  the  amount  accrued  for  such  Hourly  and  Salaried  Profit  Plan
Participant in the Final Working Capital.

                                    ARTICLE 3
                                  CONSIDERATION

     3.1 Consideration. The aggregate consideration for the sale and transfer of
the Acquired Assets (a) is $110,000,000  in cash (the "Purchase  Price"),  which
price is payable and  deliverable at the Closing in accordance  with Section 4.3
and may be subject to  adjustment as provided in Section 3.3 and Section 3.4 and
(b) the assumption by Buyer of the Assumed Liabilities.

     3.2  Deposits.  On the date hereof,  Buyer has  executed  and  delivered to
Parent the  Deposits  Escrow  Agreement  and  deposited  with the  Escrow  Agent
$2,200,000  (the "Initial  Deposit").  Upon the Bankruptcy  Court's entry of the
Sale  Order,   Buyer  shall  deposit  with  the  Escrow  Agent  $2,200,000  (the
"Additional Deposit" and together with the Initial Deposit, the "Deposits"). The
Deposits  shall be held and  disbursed  pursuant  to the  terms of the  Deposits
Escrow Agreement and this Agreement.

                                       9
<Page>
     3.3  Estimated  Working  Capital.  At least two Business  Days prior to the
Closing,  Sellers shall deliver to Buyer a  certificate  setting forth  Sellers'
good faith estimated  calculation (the "Estimated  Working  Capital") of Closing
Working Capital, with appropriate supporting documentation. If Estimated Working
Capital exceeds the Reference Balance (defined below),  the Purchase Price shall
be increased by an amount equal to such excess. If the Reference Balance exceeds
Estimated  Working  Capital,  the Purchase Price shall be decreased by an amount
equal to such excess.

     3.4 Purchase Price Adjustment.

     (a)  As  promptly  as  practicable,  but no later  than 45 days  after  the
          Closing Date, Buyer shall cause to be prepared and delivered to Parent
          the Closing  Statement (as defined  below) and a certificate  based on
          such Closing  Statement  setting forth Buyer's  calculation of Closing
          Working Capital. The closing statement (the "Closing Statement") shall
          fairly present the Net Working Capital of the LTV Tubular  Business as
          of  the  end  of  business  on  the  Closing  Date  ("Closing  Working
          Capital").  "Net Working  Capital" means the working  capital items of
          the LTV Tubular  Business  in the  categories  shown on the  Reference
          Balance Sheet,  reduced by the current  liabilities of the LTV Tubular
          Business in the line items shown on the Reference  Balance  Sheet,  in
          each case as determined in accordance  with GAAP as further defined by
          those accounting principles set forth on Schedule 3.4(a), consistently
          applied  between  March  31,  2002 and the  Closing  Date  (GAAP as so
          further  defined,  the "Agreed  Principles").  The  preparation of the
          Closing  Statement  shall be solely  for the  purpose  of  determining
          changes in Net Working  Capital  since  March 31,  2002 (the  "Balance
          Sheet Date"), based upon transactions and events occurring between the
          Balance Sheet Date and the Closing Date.

     (b)  If Parent  disagrees  with  Buyer's  calculation  of  Closing  Working
          Capital  delivered  pursuant to Section 3.4(a) , Parent may, within 15
          days after  delivery of the documents  referred to in Section  3.4(a),
          deliver  a notice  to Buyer  disagreeing  with  such  calculation  and
          setting forth Parent's  calculation of such amount. Any such notice of
          disagreement  shall  specify those items or amounts as to which Parent
          disagrees,  and Parent  shall be deemed to have  agreed with all other
          items  and  amounts   contained  in  the  Closing  Statement  and  the
          calculation of Closing Working Capital  delivered  pursuant to Section
          3.4(a).

     (c)  If a notice  of  disagreement  shall  be duly  delivered  pursuant  to
          Section 3.4(b),  Buyer and Parent shall,  during the 15 days following
          such  delivery,  use their  best  efforts  to reach  agreement  on the
          disputed  items or amounts in order to determine,  as may be required,
          the amount of Closing Working Capital,  which amount shall not be less
          than  the  amount  thereof  shown  in  Buyer's  calculation  delivered
          pursuant to Section  3.4(a) nor more than the amount  thereof shown in
          Parent's  calculation  delivered pursuant to Section 3.4(b). If during
          such period, Buyer and Parent are unable to reach such agreement, they
          shall promptly thereafter cause Deloitte & Touche LLP (the "Accounting
          Referee") to review this  Agreement and the disputed  items or amounts
          for the purpose of calculating Closing Working Capital. In making such
          calculation, the Accounting Referee shall consider only those items or
          amounts in the Closing Statement

                                       10
<Page>
          with which  Parent has  disagreed,  and Parent's  calculation  of such
          amounts.  The Accounting Referee shall deliver to Buyer and Parent, as
          promptly  as  practicable  (but in any case no later than 30 days from
          the date of engagement of the  Accounting  Referee),  a report setting
          forth such  calculation.  Such report  shall be final and binding upon
          Buyer and  Sellers.  The cost of such review and report shall be borne
          equally by Buyer and Parent.

     (d)  Buyer  and   Parent   shall,   and  shall   cause   their   respective
          representatives  to,  cooperate and assist in the  preparation  of the
          Closing  Statement and the  calculation of Closing Working Capital and
          in the  conduct  of the  reviews  referred  to in  this  Section  3.4,
          including,  without  limitation,  the making  available  to the extent
          necessary of books, records, work papers and personnel.

     (e)  Attached  hereto as  Schedule  3.4(e) is a balance  sheet  showing Net
          Working Capital as of March 31, 2002 (the "Reference  Balance Sheet").
          The parties  acknowledge that the Reference Balance Sheet was prepared
          in accordance with the Agreed Principles.

     (f)  If Final Working  Capital exceeds  Estimated  Working  Capital,  Buyer
          shall pay to Sellers,  in the manner and with  interest as provided in
          Section  3.4(g),  the amount of such excess and, if Estimated  Working
          Capital exceeds Final Working  Capital,  Parent shall pay to Buyer, as
          an adjustment to the Purchase  Price,  in the manner and with interest
          as  provided  in Section  3.4(g),  the amount of such  excess.  "Final
          Working Capital" means Closing Working Capital (i) as shown in Buyer's
          calculation  delivered  pursuant  to  Section  3.4(a)  if no notice of
          disagreement  with  respect  thereto  is duly  delivered  pursuant  to
          Section 3.4(b); or (ii) if such a notice of disagreement is delivered,
          (A) as agreed by Buyer and Parent pursuant to Section 3.4(c) or (B) in
          the absence of such  agreement,  as shown in the Accounting  Referee's
          calculation delivered pursuant to Section 3.4(c);  provided,  however,
          that in no event shall  Final  Working  Capital be more than  Sellers'
          calculation of Closing Working Capital  delivered  pursuant to Section
          3.4(b) or less than Buyer's  calculation  of Closing  Working  Capital
          delivered pursuant to Section 3.4(a).

     (g)  Any  payment  pursuant to Section  3.4(f)  shall be made at a mutually
          convenient  time and place  within  three  Business  Days after  Final
          Working Capital has been determined.  Such payment shall be made 1. if
          by Parent,  first, in accordance with the terms of the Working Capital
          Escrow  Agreement,  and second, if the funds therein are insufficient,
          by delivery by a certified  or official  bank check or wire  transfer,
          and 1. if by Buyer,  by delivery of a certified or official bank check
          or wire transfer,  in any case, payable in immediately available funds
          to the other party or by causing such  payments to be credited to such
          account of such other  party as may be  designated  in writing by such
          other  party.  The amount of any  payment to be made  pursuant to this
          Section 3.4 shall bear interest from and including the Closing Date to
          but  excluding  the date of payment  at a rate per annum  equal to the
          rate of interest announced by JP Morgan Chase from time to time as its
          base  rate in New York City in effect  from  time to time  during  the
          period from the Closing  Date to the date of  payment.  Such  interest
          shall be payable  at the same

                                       11
<Page>
          time as the payment to which it relates and shall be calculated  daily
          on the  basis  of a year of 365  days and the  actual  number  of days
          elapsed.

                                    ARTICLE 4
                             CLOSING AND DELIVERIES

     4.1 Closing. The consummation of the transactions  contemplated hereby (the
"Closing") shall take place at the offices of Jones, Day, Reavis & Pogue,  North
Point, 901 Lakeside Avenue,  Cleveland, Ohio at 11:00 a.m. on the third Business
Day following the  satisfaction  or waiver by the  appropriate  party of all the
conditions  contained  in Article  13  hereof,  or on such other date or at such
other  place and time as may be agreed to by the parties  hereto  (the  "Closing
Date").

     4.2 Sellers' Deliveries.

     (a)  The sale, transfer, assignment and delivery by Sellers of the Acquired
          Assets to Buyer, as herein provided,  shall be effected on the Closing
          Date by quit claim deeds, bills of sale, endorsements, assignments and
          other   instruments   of  transfer  and   conveyance,   excluding  any
          representations,  warranties  or covenants,  and otherwise  consistent
          with the terms of this Agreement and reasonably  satisfactory  in form
          and substance to counsel for Buyer.

     (b)  At Closing,  Sellers  shall  deliver two  executed  counterparts  of a
          transition services agreement (the "Transition Services Agreement") in
          substantially the form of Exhibit A.

     (c)  At Closing,  Sellers shall deliver three executed  counterparts of the
          Working Capital Escrow Agreement, substantially in the form of Exhibit
          B (the "Working Capital Escrow Agreement").

     (d)  At  Closing,  if a portion  of the  Purchase  Price is to be placed in
          escrow as provided in Article 10,  Sellers  shall  execute and deliver
          three counterparts of the Environmental Escrow Agreement.

     4.3 Buyer's  Deliveries.  On the Closing  Date, in payment for the Acquired
Assets:

     (a)  Buyer shall  direct the Escrow Agent to pay the Deposits to Sellers in
          accordance  with the terms of the Deposits Escrow  Agreement,  by wire
          transfer of immediately  available funds, to a bank account designated
          by Parent in writing to Buyer (the "Sellers' Account").

     (b)  Buyer shall pay to Sellers the Purchase Price, adjusted as provided in
          Section 3.3 and reduced by 1. the amount of the Deposits paid pursuant
          to Section  4.3(a),  1. $1 million to be placed in escrow  pursuant to
          the terms of the Working  Capital Escrow  Agreement and 1. the amount,
          if any,  placed in escrow  pursuant to Article 10, by wire transfer of
          immediately  available funds to Sellers' Account.

                                       12
<Page>
     (c)  If a  portion  of the  Purchase  Price is to be  placed  in  escrow as
          provided  in  Article  10,  Buyer  shall  execute  and  deliver  three
          counterparts of the Environmental Escrow Agreement.

     (d)  Buyer shall execute and deliver to Sellers an instrument of assumption
          of  liabilities  with  respect to the Assumed  Liabilities  reasonably
          satisfactory in form and substance to counsel for Sellers.

     (c)  Buyer  shall  deliver  to  Parent  two  executed  counterparts  of the
          Transition Services Agreement.

     (d)  Buyer shall  execute and deliver  three copies of the Working  Capital
          Escrow Agreement.

     (e)  Buyer shall  deliver  the sum of $1 million to the Escrow  Agent to be
          held in escrow  pursuant  to the terms of the Working  Capital  Escrow
          Agreement.

                                   ARTICLE 5
                  REPRESENTATIONS AND WARRANTIES OF THE SELLERS

     Sellers  hereby  jointly and  severally  represent  and warrant to Buyer as
follows:

     5.1  Corporate  Organization.  Each  Seller is duly  organized  and validly
existing under the Laws of the jurisdiction of its organization.  Subject to any
necessary  authority  from the Bankruptcy  Court,  each Seller has all requisite
corporate  power and authority to own its  properties  and assets and to conduct
its business as now conducted.

     5.2  Authorization  and Validity.  Each Seller has all requisite  corporate
power and authority to enter into this Agreement and those Ancillary  Agreements
to which it is or will be a party and,  subject to the Bankruptcy  Court's entry
of the Sale Order and the receipt of the Consents set forth on Schedule  5.4, to
carry out its obligations  hereunder and thereunder.  The execution and delivery
of this Agreement and those Ancillary Agreements to which any of them is or will
be a party and the performance of each Seller of its  obligations  hereunder and
thereunder  have been duly authorized by all necessary  corporate  action by the
board of  directors  and  stockholders  of such Seller,  and no other  corporate
proceedings  on the  part  of  such  Seller  are  necessary  to  authorize  such
execution, delivery and performance. This Agreement has been, and each Ancillary
Agreement when executed on behalf of any Seller will have been, duly executed by
each Seller that is a party thereto and, subject to the Bankruptcy Court's entry
of the Sale Order, constitutes,  and each Ancillary Agreement will when executed
on  behalf  of  any  Seller  constitute,   its  valid  and  binding  obligation,
enforceable against it in accordance with their respective terms.

     5.3 No Conflict or  Violation.  Subject to (a) the receipt of all  Consents
set forth on Schedule  5.4, (b) the  Bankruptcy  Court's entry of the Sale Order
and (c) the receipt of the  Antitrust  Approval,  the  execution,  delivery  and
performance by each Seller of this Agreement and those  Ancillary  Agreements to
which it is or will be a party do not and will not (i) violate or conflict  with
any provision of the  certificate  of  incorporation  or by-laws (or  equivalent
organizational documents) (collectively,  the "Organizational Documents") of any

                                       13
<Page>
Seller,  (ii)  violate any  provision  of law,  regulation,  rule or other legal
requirement  of any Government  ("Law") or any order,  judgment or decree of any
court or Government  ("Order") applicable to any Seller, (iii) violate or result
in a  breach  of or  constitute  (with  due  notice  or lapse of time or both) a
default  under any  Contract  to which any  Seller is a party or by which any of
them is bound or to which any of their  properties  or assets is  subject  which
violation,  conflict,  breach or default  under this  Section  5.3;  (iii) would
reasonably be expected to have a Material Adverse Effect,  or (iv) result in the
imposition of a material Lien, other than a Permitted Lien, upon or with respect
to any of the Acquired Assets. "Material Adverse Effect" means a state of facts,
event,   change  or  effect  with  respect  to  the  Acquired  Assets,   or  the
enforceability  of any Assigned  Contract,  that  results in a material  adverse
effect on the combined  operations or value of the LTV Tubular Business taken as
a whole,  but  excluding any state of facts,  event,  change or effect caused by
events, changes or developments relating to (v) the transactions contemplated by
this Agreement or the announcement  thereof; (w) changes or conditions affecting
the  industries  of which the LTV  Tubular  Business  is a part  generally;  (x)
changes in economic,  regulatory or political conditions generally;  (y) changes
resulting from, or from any motion,  application,  pleading or Order filed under
or in connection  with,  the  Bankruptcy  Cases;  or (z) any act(s) of war or of
terrorism.

     5.4 Consents and Approvals.  Except for the Bankruptcy Court's entry of the
Sale  Order  and the  Antitrust  Approval,  Schedule  5.4 sets  forth a true and
complete list of each material  Consent,  and each  declaration  to or filing or
registration  with any  Government,  that is  required  in  connection  with the
execution and delivery of this Agreement and the Ancillary Agreements by Sellers
or the  performance  by Sellers of their  obligations  hereunder  or  thereunder
(including all consents necessary to the transfer of the Material Contracts).

     5.5 Financial Statements.  Prior to the date hereof,  Sellers have provided
Buyer with the balance  sheets of the LTV Tubular  Business as of March 31, 2002
and December 31, 2001 and the income  statements of the LTV Tubular Business for
the periods then ended,  and the statement of LTV's investment and cash flow for
the year ended December 31, 2001 (the "Financial Statements"), together with the
report of Ernst & Young, LLP,  independent  certified public accountants ("E&Y")
on the Financial  Statements for the year ended December 31, 2001. The Financial
Statements  were  prepared in accordance  with United States GAAP,  consistently
applied  except,  in the case of the income  statement as of March 31, 2002 (the
"Stub Period"),  as set forth on Schedule 5.5. The Financial  Statements  fairly
present the financial condition, the results of operations,  and the investments
and cash flow of the LTV  Tubular  Business in all  material  respects as at the
respective dates of and for the periods referred to in such Financial Statements
except, in the case of the Financial  Statements for the Stub Period, for normal
year end  adjustments  and as might  result  from the  exceptions  set  forth on
Schedule  5.5. No  financial  statements  of any Person  other than  Sellers are
required by GAAP to be included in the  financial  statements of the LTV Tubular
Business.

     5.6  Compliance  with Law.  Except as set forth on Schedule  5.6 and as may
result from the  Bankruptcy  Cases,  no Seller has  violated any Law (other than
with  respect to  Environmental  Law, as to which the only  representations  and
warranties made by Sellers are those contained in Section 5.12), nor is any such
entity in  default  with  respect to any Order,  applicable  to the LTV  Tubular
Business or any of its assets,  properties or operations,  other than

                                       14
<Page>
violations  and  defaults  the  consequences  of which would not  reasonably  be
expected to have a Material Adverse Effect.

     5.7  Litigation.  Except as set forth on Schedules 5.7, 5.10, 5.11 or 5.12,
there are no Claims,  suits,  proceedings or  investigations  pending or, to the
Knowledge of Sellers,  threatened,  before any court or Government brought by or
against any Seller that, if adversely  determined,  could reasonably be expected
to have a Material Adverse Effect or materially impair the ability of Sellers to
consummate  the  transactions  contemplated  by this  Agreement.  Other than the
Bankruptcy Cases,  there is no material Order to which the LTV Tubular Business,
or any of the  Acquired  Assets,  is subject  and Sellers are not subject to any
material  Order that relates to the LTV Tubular  Business or any of the Acquired
Assets.

     5.8 Title and  Ownership.  Subject to the entry of the Sale  Order,  at the
Closing, Sellers will have good and marketable title to, or right by Contract to
use,  the  Acquired  Assets,  free and clear of all Liens  other than  Permitted
Liens.

     5.9 Material Contracts.

     (a)  Schedule  5.9 sets forth a complete  and  correct  list of each of the
          Assigned Contracts that:

          (i)  creates a right to lease,  use or occupy  real estate used in the
               LTV Tubular Business;

          (ii) would reasonably be expected to require the payment of amounts in
               excess of $500,000 after the Closing Date;

          (iii)has a  remaining  duration  of more than one year  (except  those
               that are terminable at a Seller's  option upon less than 90 days'
               notice);

          (iv) provides for the use,  license,  assignment,  purchase or sale of
               material Intellectual Property; or

          (v)  the  consequences  of a  default  under  or  termination  of such
               Assigned Contract would reasonably be expected to have a Material
               Adverse Effect (collectively, the "Material Contracts").

     (b)  Other than as set forth on  Schedule  5.9,  no Seller nor, to Sellers'
          Knowledge,  any  other  party  to any of the  Material  Contracts  has
          commenced  any action  against  any of the  parties  to such  Material
          Contracts  or given or  received  any written  notice of any  material
          default  or  violation  under  any  Material  Contract  that  was  not
          withdrawn or  dismissed,  except only for those  defaults that will be
          cured in  accordance  with the Sale  Order  (or that need not be cured
          under the  Bankruptcy  Code to permit the assumption and assignment of
          the Assigned Contracts). Each of the Material Contracts is, or will be
          at the Closing,  valid, binding and in full force and effect against a
          Seller,  except as such Material  Contract may have been terminated in
          accordance with its terms or as otherwise set forth on Schedule 5.9.

                                       15
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     5.10  Intellectual  Property.  Schedule  1.1(l)  sets forth a complete  and
correct  list of all  material  patents  necessary  to operate  the LTV  Tubular
Business as currently  conducted and all registered  trademarks used exclusively
in the LTV Tubular  Business.  One of the  Sellers  owns,  individually  or with
another  Seller,  all right,  title and  interest  in and to, or has a valid and
enforceable  license to use,  all the  Intellectual  Property and not later than
five (5)  Business  Days prior to Closing  Sellers  shall  provide  buyer with a
schedule  setting  forth the owner of each piece of  Intellectual  Property  for
which it is  necessary  to file  notice  of  transfer  with any  Government.  To
Sellers'  Knowledge,  the  conduct  of the LTV  Tubular  Business  as  currently
conducted does not conflict with or infringe upon any  proprietary  right of any
third party in any material respect. Except as set forth on Schedule 5.10, there
is no Claim pending or, to Sellers' Knowledge,  threatened in writing,  that (i)
alleges any such conflict or  infringement  with any third  party's  proprietary
rights or (ii)  challenges any Seller's  ownership or use of, or the validity or
enforceability  of, any Intellectual  Property.  Except as set forth on Schedule
5.10, no Seller is under any  obligation  to pay royalties or other  payments in
connection with any Contract to use the Intellectual Property or restricted from
assigning its rights respecting Intellectual Property.

     5.11 Permits. As of the date of this Agreement,  Schedule 1.1(o) sets forth
a complete and correct list of all material Permits and all pending applications
therefor  obtained by any Seller in  connection  with the LTV Tubular  Business.
Except as set forth on Schedule  5.11 or as would not  reasonably be expected to
have a Material Adverse Effect,  each such Permit is valid and in full force and
effect, and is not subject to any pending or, to Sellers' Knowledge,  threatened
administrative or judicial proceeding to revoke, cancel, suspend or declare such
Permit  invalid in any respect.  Except as would not  reasonably  be expected to
have a Material Adverse Effect,  the Permits are and will on the Closing Date be
sufficient and adequate in all material  respects to permit the continued lawful
conduct of the LTV Tubular Business in the manner now conducted and, to Sellers'
Knowledge, none of the operations of the LTV Tubular Business is being conducted
in a manner that violates any of the terms or conditions  under which any Permit
was granted.

     5.12 Environmental  Matters. To Sellers' Knowledge,  except as set forth on
Schedule 5.12:

     (a)  Since January 1, 2001, there has been no release,  threatened release,
          spill, leak,  discharge or emission of any Hazardous  Materials to the
          air, surface water, groundwater or soil of the Real Property requiring
          corrective  action under,  or that is a violation  of, any  applicable
          Environmental Laws, except as would not reasonably be expected to have
          a Material Adverse Effect.

     (b)  Sellers are in compliance with applicable  Environmental  Laws, except
          where such  non-compliance  would not reasonably be expected to have a
          Material Adverse Effect.

     (c)  There is not currently in effect,  and since January 1, 2001 there has
          not been, any complaint,  Order, directive,  Claim, citation,  notice,
          information  request or  investigation  by any Government or any other
          Person with respect to any release,  threatened release,  spill, leak,
          discharge or emission of any Hazardous  Materials to the air,  surface
          water, groundwater or soil of the Real Property that is a violation or
          alleged

                                       16
<Page>
violation of any applicable  Environmental  Laws, except where such matter would
not reasonably be expected to have a Material Adverse Effect.

     (d)  Sellers  have in full  force and  effect  all  material  environmental
          permits,  licenses and other authorizations  required to conduct their
          operations and are operating in material compliance thereunder, and to
          Sellers'  Knowledge  there is no reason (other than facts about Buyer)
          that would preclude Buyer from renewing or obtaining the reissuance in
          Buyer's  name  of  such  permits,  licenses  or  other  authorizations
          required by any  Environmental  Law to operate the Acquired  Assets as
          currently operated by Sellers.

     5.13 Sufficiency of Acquired Assets.  Except as set forth on Schedule 5.13,
the Acquired  Assets  constitute all of the assets  currently used by Sellers to
operate the LTV Tubular Business as currently operated by Sellers.

                                   ARTICLE 6
                     REPRESENTATIONS AND WARRANTIES OF BUYER

     Buyer hereby represents and warrants to Sellers as follows:

     6.1  Corporate  Organization.  Buyer is a  corporation  duly  incorporated,
validly  existing and in good standing under the Laws of the jurisdiction of its
incorporation,  and has all requisite  corporate  power and authority to own its
properties and assets and to conduct its business as now conducted.

     6.2 Authorization and Validity. Buyer has all requisite corporate power and
authority to enter into this Agreement and the Ancillary Agreements and to carry
out its obligations hereunder and thereunder. The execution and delivery of this
Agreement  and  the  Ancillary   Agreements  and  the   performance  of  Buyer's
obligations  hereunder and thereunder have been duly authorized by all necessary
corporate  action by the board of  directors  of Buyer,  and no other  corporate
proceedings  on the part of Buyer are  necessary  to authorize  such  execution,
delivery and  performance.  This  Agreement  has been duly executed by Buyer and
constitutes  its  valid  and  binding  obligation,  enforceable  against  it  in
accordance with its terms.

     6.3 No Conflict or Violation.  The execution,  delivery and  performance by
Buyer of this Agreement and the Ancillary Agreements do not and will not violate
or conflict with any provision of the  Organizational  Documents of Buyer and do
not and will not violate any provision of Law, or any Order applicable to Buyer,
nor will they result in a breach of or  constitute  (with due notice or lapse of
time or both) a default under any material Contract to which Buyer is a party or
by which it is bound or to which any of its properties or assets is subject.

     6.4 Consents and Approvals. The execution, delivery and performance of this
Agreement and the  Ancillary  Agreements by Buyer do not require the Consent of,
or filing with, any Government or any other Person except: (a) as required under
any Antitrust Law; (b) for entry of the Sale Order by the Bankruptcy  Court;  or
(c) for such  Consents and  filings,  the failure to obtain or make would not be
reasonably be expected to have a material adverse effect on the ability of Buyer
to consummate the transactions contemplated hereby.

                                       17
<Page>
     6.5  Availability  of Funds.  Buyer has, and on the Closing Date will have,
sufficient   funds   available  to  finance  and  consummate  the   transactions
contemplated by this Agreement.

     6.6 Adequate Assurances Regarding Assigned Contracts.  Buyer is and will be
capable of satisfying  the  conditions  contained in sections  365(b)(1)(C)  and
365(f) of the Bankruptcy Code with respect to the Assigned Contracts.

     6.7 Investigation by Buyer.  Buyer has conducted its own independent review
and  analysis  of the  Acquired  Assets  and  the  Assumed  Liabilities  and the
business, operations,  technology, assets, liabilities,  financial condition and
prospects  of the LTV  Tubular  Business  and  acknowledges  that  Sellers  have
provided Buyer with access to the personnel, properties, premises and records of
the  LTV  Tubular  Business  for  this  purpose.  Buyer  has  conducted  its own
independent  review of all  Orders  of, and all  motions,  pleadings,  and other
submissions to, the Bankruptcy Court in connection with the Bankruptcy Cases. In
entering into this Agreement, Buyer has relied solely upon its own investigation
and analysis,  and Buyer  acknowledges that (a) neither Sellers nor any of their
Related Persons or Affiliates makes or has made any  representation or warranty,
either  express or implied,  as to the  accuracy or  completeness  of any of the
information provided or made available to Buyer or any of its Related Persons or
Affiliates,  except as and only to the extent  expressly  set forth in Article 5
(which  are  subject  to the  limitations  and  restrictions  contained  in this
Agreement),  and (b) to the fullest extent  permitted by Law, none of Sellers or
any of their  respective  Related Persons or Affiliates shall have any liability
or  responsibility  whatsoever to Buyer or its Related  Persons or Affiliates on
any basis (including,  without limitation, in contract or tort, under securities
Laws or otherwise)  based upon any information  provided or made  available,  or
statements  made, to Buyer or Related  Persons or  Affiliates  (or any omissions
therefrom),   including,   without  limitation,   in  respect  of  the  specific
representations  and warranties of Sellers set forth in this Agreement,  except,
with regard to Sellers, as and only to the extent expressly set forth in Article
5 (which are  subject to the  limitations  and  restrictions  contained  in this
Agreement).

                                   ARTICLE 7
                     SCOPE OF REPRESENTATIONS AND WARRANTIES

     7.1 Warranties  Exclusive.  The  representations  and warranties  contained
herein are the only  representations  or warranties given by the parties and all
other  express  or implied  warranties  are  disclaimed.  Without  limiting  the
foregoing,  Buyer  acknowledges  that the Acquired  Assets are conveyed "AS IS,"
"WHERE IS" and "WITH ALL FAULTS" and that all warranties of  merchantability  or
fitness for a particular purpose are disclaimed. WITHOUT LIMITING THE FOREGOING,
BUYER  ACKNOWLEDGES  THAT NEITHER ANY SELLER NOR ANY OF THEIR RELATED PERSONS OR
AFFILIATES  HAS MADE ANY  REPRESENTATION  OR WARRANTY  CONCERNING (A) ANY USE TO
WHICH  THE  ACQUIRED  ASSETS  MAY  BE  PUT,  (B)  ANY  FUTURE  REVENUES,  COSTS,
EXPENDITURES,  CASH  FLOWS,  RESULTS  OF  OPERATIONS,   FINANCIAL  CONDITION  OR
PROSPECTS THAT MAY RESULT FROM THE OWNERSHIP, USE OR SALE OF THE ACQUIRED ASSETS
OR THE  ASSUMPTION  OF THE ASSUMED  LIABILITIES,  (C) ANY OTHER  INFORMATION  OR
DOCUMENTS MADE AVAILABLE TO BUYER OR ITS RELATED  PERSONS OR AFFILIATES,  OR (D)
EXCEPT AS  EXPRESSLY  SET FORTH IN

                                       18
<Page>
ARTICLE 5, THE CONDITION OF THE ACQUIRED ASSETS, INCLUDING,  WITHOUT LIMITATION,
(I) COMPLIANCE WITH ANY  ENVIRONMENTAL  LAWS OR OTHER LAWS AND (II) THE PHYSICAL
CONDITION OF ANY PERSONAL  PROPERTY  COMPRISING A PART OF THE ACQUIRED ASSETS OR
THAT IS THE SUBJECT OF ANY OTHER LEASE OR CONTRACT TO BE ASSUMED BY BUYER AT THE
CLOSING, THE ENVIRONMENTAL  CONDITION OF ANY REAL PROPERTY UNDERLYING ANY OF THE
ACQUIRED  ASSETS  THAT ARE TO BE  TRANSFERRED  TO BUYER  AT  CLOSING  OR ARE THE
SUBJECT OF ANY REAL  PROPERTY  LEASE TO BE ASSUMED BY BUYER AT THE CLOSING,  THE
ZONING OF ANY SUCH REAL  PROPERTY  OR  IMPROVEMENTS,  THE VALUE OF THE  ACQUIRED
ASSETS (OR ANY PORTION THEREOF), THE TERMS, AMOUNTS,  VALIDITY OR ENFORCEABILITY
OF ANY ASSUMED LIABILITIES,  THE COLLECTIBILITY OF THE ACCOUNTS  RECEIVABLE,  OR
THE FITNESS OF THE PERSONAL PROPERTY OR ANY OTHER PORTION OF THE ACQUIRED ASSETS
FOR ANY PARTICULAR PURPOSE.  BUYER FURTHER  ACKNOWLEDGES THAT NEITHER ANY SELLER
NOR ANY OF  THEIR  RELATED  PERSONS  OR  AFFILIATES  HAS  MADE OR WILL  MAKE ANY
REPRESENTATION OR WARRANTY IN ANY ANCILLARY AGREEMENT.

     7.2 Survival of Representations and Warranties. None of the representations
or  warranties  of Sellers  set forth in this  Agreement  or in any  certificate
delivered  pursuant  to Section  13.3(a) or Section  13.3(b)  shall  survive the
Closing.

                                   ARTICLE 8
                              COVENANTS OF SELLERS

     Sellers hereby covenant to Buyer as follows:

     8.1 Actions  Before  Closing.  Sellers  shall use  commercially  reasonable
efforts to  perform  and  satisfy  all  conditions  to  Buyer's  obligations  to
consummate  the  transactions  contemplated  by this  Agreement  that  are to be
performed or satisfied by Sellers under this Agreement.

     8.2 Conduct of Business Before the Closing Date.  Without the prior written
consent  of  Buyer  and,  to  the  extent  required,  the  authorization  of the
Bankruptcy  Court,  after notice and a hearing,  between the date hereof and the
Closing  Date,  Sellers  shall not,  except as required or  expressly  permitted
pursuant to the terms hereof or of any  Ancillary  Agreement,  make any material
change in the Acquired  Assets,  taken as a whole, or enter into any transaction
other  than an  Alternative  Transaction  other than in the  ordinary  course of
business  consistent  with  past  practices.  Except as may be  required  by the
Bankruptcy Court and approved by Buyer,  from the date hereof until the Closing,
Sellers shall conduct the LTV Tubular Business in the ordinary course consistent
with past practice since  December 29, 2000.  Between the date of this Agreement
and the Closing,  Sellers shall not,  without  Buyer's  consent,  enter into any
Contract  that would have been  required to be listed on  Schedule  5.9 had such
Contract  been in effect on the date hereof.  Upon such consent  being given and
any Seller  entering into any such  Contract,  Schedule 5.9 and, if  applicable,
Schedule 5.4 shall automatically be amended to include such Contract.

                                       19
<Page>
     8.3 Sale Order. Sellers shall obtain an entry by the Bankruptcy Court of an
Order  approving the sale of the Acquired Assets to Buyer  substantially  in the
form of Exhibit B hereto (the "Sale Order").

     8.4 Consents  and  Approvals.  Sellers  shall use  commercially  reasonable
efforts to obtain all necessary consents, waivers,  authorizations and approvals
of all Governments, and of all other Persons, required to be obtained by Sellers
in  connection  with the  execution,  delivery and  performance  by them of this
Agreement; provided, however, that nothing in this Agreement shall impose on any
Seller any obligation to negotiate  with, to obtain the consent of, or to obtain
any waiver from, the USWA or any other labor union.

     8.5 Access to Properties, Books and Records; Confidentiality. Sellers shall
afford to Buyer, and to the accountants,  counsel and  representatives of Buyer,
reasonable  access during normal  business hours  throughout the period prior to
the  Closing  Date (or the earlier  termination  of this  Agreement  pursuant to
Article  14) to all books and  records of Sellers  relating  to the LTV  Tubular
Business (to the extent  permitted  under Law).  Upon  reasonable  prior notice,
Sellers shall also afford Buyer reasonable access, during normal business hours,
to the LTV Tubular  Business,  all operations of the LTV Tubular Business and to
all Acquired Assets  throughout the period prior to the Closing Date. The rights
of access  contained  in this  Section 8.5 are  granted  subject to, and on, the
following terms and  conditions:  (a) any such  investigation  shall not include
physical  testing or sampling,  other than (i) with the prior written consent of
Sellers,  or (ii) as provided in Section 10.1,  and shall be exercised in such a
manner as not to interfere  unreasonably  with the  operation of the LTV Tubular
Business;  (b) during the period from the date hereof to the Closing  Date,  all
information  provided to Buyer or its agents or  representatives by or on behalf
of Sellers or their agents or representatives  (whether pursuant to this Section
8.5 or  otherwise)  shall be  governed  by and  subject  to the  Confidentiality
Agreement,   dated  as  of  June  13,  2002,   between  Buyer  and  Parent  (the
"Confidentiality  Agreement"); and (c) such rights of access shall not affect or
modify the conditions set forth in Article 13 in any way.

     8.6 Phase I Environmental Site Assessments. Sellers shall cause the Phase I
Environmental  Site Assessment for each of the five facilities  constituting the
LTV Tubular Plants, each prepared by Civil & Environmental Consultants, Inc. and
dated June 28,  2002,  to be  certified  to and for the  benefit of Buyer and JP
Morgan Chase  individually and as agent for Buyer's banking group in a statement
of reliance letter  substantially in the form of Schedule 8.6(a), and subject to
the  qualifications  set forth on Schedule 8.6(b),  specify thereon adherence to
ASTM Designation E-1527-00.

     8.7 Additional Cure Costs. Sellers shall, on or prior to the Closing,  cure
or make  provision  to cure any and all  monetary  defaults  under the  Assigned
Contracts  greater than Aggregate Cure Costs that are required to be cured under
the  Bankruptcy  Code,  so that such  Contracts  may be assumed  by Sellers  and
assigned  to Buyer in  accordance  with the  provisions  of  section  365 of the
Bankruptcy Code.

     8.8  Inventory.  The physical  quantities at the various LTV Tubular Plants
will be  verified  through  testing of the  perpetual  inventory  records,  on a
representative  sample basis consistent with the past practices of LTV, not more
than three (3) days before the anticipated

                                       20
<Page>
Closing Date, with  representatives  of Sellers and Buyer present.  Inventory at
warehouses  and  processors  will be verified by written  confirmation  from the
warehouse or processor.

     8.9 Further  Assurances.  Upon the request and at the sole expense of Buyer
at any time after the Closing  Date,  Sellers  shall  execute  and deliver  such
documents  as Buyer or its  counsel may  reasonably  request to  effectuate  the
purposes of this Agreement.

     8.10  Notification of a Breach.  Between the date of this Agreement and the
Closing  Date,  Sellers  shall  promptly  notify  Buyer in writing if any of the
Sellers  become aware of 1. any fact or condition  that causes or  constitutes a
breach of any of Sellers'  representations and warranties made as of the date of
this Agreement or 1. the occurrence after the date of this Agreement of any fact
or  condition  that  would or be  reasonably  likely  to  (except  as  expressly
contemplated  by this  Agreement)  cause  or  constitute  a  breach  of any such
representation  or warranty had that  representation or warranty been made as of
the time of the occurrence of, or Sellers' discovery of, such fact or condition.
Should any fact or  condition  require any change to a Schedule,  Sellers  shall
promptly take any action required by and in accordance with Section 16.3. During
the same period,  Sellers also shall promptly  notify Buyer of the occurrence of
any breach of any covenant of Sellers in this Article 8.

                                   ARTICLE 9
                               COVENANTS OF BUYER

     Buyer hereby covenants to Sellers as follows:

     9.1  Actions  Before  Closing  Date.   Buyer  shall  use  all  commercially
reasonable efforts to perform and satisfy all conditions to Sellers' obligations
to consummate  the  transactions  contemplated  by this Agreement that are to be
performed or satisfied by Buyer under this Agreement.

     9.2 Consents and  Approvals.  Buyer shall use all  commercially  reasonable
efforts to obtain all consents and approvals of all  Governments,  and all other
Persons,   required  to  be  obtained  by  Buyer  to  effect  the   transactions
contemplated  by this  Agreement.  Buyer shall  promptly take all actions as are
reasonably  requested by Sellers to assist in obtaining the  Bankruptcy  Court's
entry of the Sale Order, including,  without limitation,  furnishing affidavits,
financial  information  or other  documents or  information  for filing with the
Bankruptcy Court and making Buyer's employees and  representatives  available to
testify before the Bankruptcy Court.

     9.3 Adequate Assurances Regarding Assigned Contracts.  With respect to each
Assigned Contract,  to the extent requested by the Bankruptcy Court,  Sellers or
the  counterparty  to such Contract,  Buyer shall provide the Bankruptcy  Court,
Sellers or such  counterparty,  as the case may be,  adequate  assurance  of the
future performance of such Assigned Contract by Buyer.

     9.4 Cure of Defaults. Buyer shall, on or prior to the Closing, cure any and
all defaults  under the Assigned  Contracts  that are required to be cured under
the  Bankruptcy  Code,  so that such  Contracts  may be assumed  by Sellers  and
assigned  to Buyer in  accordance  with the  provisions  of  section  365 of the
Bankruptcy Code; provided,  however,  that Buyer shall not be required to expend
in excess of the Aggregate Cure Costs to cure such defaults.

                                       21
<Page>
     9.5  Access to  Business  Records.  From and after the  Closing  Date for a
period of not more than  seven (7) years,  Buyer  shall  provide to Sellers  and
their attorneys,  accountants and other representatives (after reasonable notice
and during normal  business  hours and without charge to Sellers) such access to
the Business Records as Sellers may reasonably deem necessary. Such access shall
include, without limitation, access to any computerized information systems that
contain data regarding the Acquired Assets. In addition, Buyer acknowledges that
Sellers have the right to retain originals or copies of the Business Records.

     9.6 Union Agreement.  Buyer will offer to enter into collective  bargaining
agreements  with the USWA for the Counce Plant,  the Elyria Plant,  the Ferndale
plant and the Youngstown Plant which offer wages and welfare benefits to current
active  employees  that are not less  favorable to such employees than the wages
and welfare  benefits  proposed by Buyer to the USWA in drafts  dated August 30,
2002 at their first meeting,  and will use  commercially  reasonable  efforts to
enter into such  collective  bargaining  agreements  on or prior to October  25,
2002.

                                   ARTICLE 10
                              ENVIRONMENTAL MATTERS

     10.1 Additional Environmental Investigation.

     (a)  Buyer has engaged MECX, LLC (the "Environmental Consultant"), pursuant
          to the  terms  of a  letter  agreement  dated  October  1,  2002  (the
          "Assessment  Agreement"),  to  prepare  a work  plan  for a  Phase  II
          environmental  assessment  of each LTV Tubular  Plant  (each,  a "Work
          Plan") and, subject to the terms of this Section 10.1, to carry out an
          environmental  site  assessment  pursuant  to each  such Work Plan and
          prepare  a  report  of the  findings  arising  therefrom  for each LTV
          Tubular  Plant.  The  Assessment  Agreement  shall not be  amended  or
          modified without Seller's consent. Buyer shall cause the Environmental
          Consultant to carry out all work pursuant to the terms of this Section
          10.1.

     (b)  Buyer has caused the  Environmental  Consultant to complete Work Plans
          for a Phase II  evaluation  for each LTV  Tubular  Plant  and  deliver
          copies thereof to Parent prior to the date hereof.  Each Work Plan was
          prepared at Buyer's sole expense and  specifies in  reasonable  detail
          all  actions to be taken by the  Environmental  Consultant  including,
          without  limitation,  the area of concern,  the location at which soil
          and water samples are to be taken,  the nature of the types of samples
          to be taken, the procedures to be followed in performing the sampling,
          the parameters for which sampling is to be performed and the frequency
          of sampling at each sampling location.

     (c)  Buyer and Parent  shall  jointly  review  all Work Plans and may,  but
          shall not be required to,  agree on any  modification  thereto.  On or
          prior to October 21, 2002,  Parent shall notify Buyer whether any Work
          Plan  (with such  modifications,  if any,  as have been  agreed to) is
          unacceptable.

     (d)  At any time after the  conditions  contained  in Sections  13.2(d) and
          13.3(c) have been satisfied or waived (the date of such  satisfaction,
          the "Satisfaction Date"),

                                       22
<Page>
          Buyer  may  cause  the  Environmental  Consultant  to carry out a site
          assessment  in  accordance   with  each  Work  Plan  (each,   a  "Site
          Assessment").  Any such Site  Assessment  which  Buyer  elects to have
          conducted shall be limited solely to those activities described on the
          Work Plan; provided,  however,  that additional activities proposed by
          the  Environmental  Consultant may be added to the Site  Assessment if
          (i)  such  additional  activities  will  not  delay  delivery  of  the
          Environmental  Report beyond  January 10, 2003;  (ii) such  additional
          activities address potential Required Response Conditions disclosed by
          the Site Assessment;  and (iii) Parent gives its consent,  which shall
          not be unreasonably delayed or withheld. Each Site Assessment shall be
          conducted  at  Buyer's   sole  cost  and   expense.   Buyer  shall  be
          responsible,  at its sole cost and  expense,  for the  management  and
          disposal of any wastes  generated by Environmental  Consultant  during
          any Site  Assessment in compliance  with all  applicable  laws and for
          restoring  the  condition of any part of any LTV Tubular Plant that is
          disturbed as a result of the Site Assessment.  Parent shall permit the
          Environmental Consultant access to the LTV Tubular Facilities to carry
          out the Site Assessments and will use commercially  reasonable efforts
          to facilitate Site Assessments  (without interfering with normal plant
          operations).  Parent (or its agents) shall be permitted to observe all
          aspects of each Site Assessment.  The  Environmental  Consultant shall
          complete  each Site  Assessment  and  deliver a report to Buyer and to
          Parent (each, an  "Environmental  Report") as promptly as practicable,
          and in any event on or prior to January 10, 2003;  provided,  however,
          that  the due date for each  Environmental  Report  shall be  extended
          beyond  January  10,  2003 by one (1) day for each  day by  which  the
          Satisfaction  Date is after  October 28,  2002,  up to a maximum of 44
          days.

     (e)  Each  Environmental  Report shall identify those sets of circumstances
          and conditions,  if any, that create a current affirmative  obligation
          under applicable  Environmental Laws to undertake some Response Action
          (each, a "Required Response Condition") and contain an estimate of the
          cost of the most  cost-effective  Response  Action,  if any,  required
          under Environmental Laws to bring the Required Response Condition into
          compliance  with  standards   applicable  to  industrial   properties,
          assuming   such  LTV  Tubular   Plant   remains  in   operation  as  a
          manufacturing  facility (the "Cost Estimate").  In preparing each Cost
          Estimate,  the  Environmental  Consultant  shall  (i)  apply  the most
          cost-effective standards applicable to industrial locations, including
          risk-based assessments,  (ii) assume all required expenditures will be
          made at the latest time  consistent  with  Environmental  Laws,  (iii)
          discount all future  expenditures  to take into account the time value
          of money using an 6% discount  rate,  and (iv)  identify  the specific
          cost  (as  opposed  to a range of  costs)  that,  in its  professional
          judgment,  represents for each Required Response  Condition the median
          (50th percentile)  statistical  probability  occurrence of the cost of
          remediation.  The Cost  Estimate for any LTV Tubular  Plant covered by
          any Environmental Report not timely delivered shall be $0.

     (f)  If the sum of the Cost Estimates is less than $2.0 million,  Buyer and
          Parent shall have no further  rights under this Section 10.1 and there
          shall  be no  Environmental  Escrow  Fund.  If the  sum  of  the  Cost
          Estimates exceeds $2.0 million,  then (i) at Closing Buyer shall place
          into  escrow a portion of the  Purchase  Price equal to the sum of (x)
          fifty  percent  (50%) of that  portion of the Cost  Estimates  that is
          greater  than  $2.0  million,  but less than  $6.0  million,  plus (y)
          one-hundred  percent (100%)

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          of that  portion  of the Cost  Estimates  that is  greater  than  $6.0
          million  (the sum of these  amounts  being the  "Environmental  Escrow
          Fund");  (ii) Buyer and Seller shall have no further rights under this
          Section 10.1; and (iii) the provisions of Section 10.2 shall apply.

     10.2  Environmental  Escrow. If Buyer is required to fund the Environmental
Escrow Fund at Closing,  at Closing  Buyer and Seller shall enter into an escrow
agreement having the following terms and conditions (the  "Environmental  Escrow
Agreement"):

     (a)  The  Environmental  Escrow  Fund  shall be  deposited  by Buyer at the
          Closing.

     (b)  The Escrow  Agent  shall be  authorized,  upon  delivery by Buyer of a
          proper  certificate,   to  periodically  release  to  Buyer  from  the
          Environmental  Escrow Fund an amount equal to the Sellers'  Portion of
          any Appropriate  Environmental  Expense.  "Sellers' Portion" means (i)
          zero percent (0%) of the cumulative Appropriate Environmental Expenses
          up  to  $2.0  million;   (ii)  50%  of  the   cumulative   Appropriate
          Environmental  Expenses in excess of $2.0 million but not in excess of
          $6.0 million;  and (iii)  one-hundred  percent (100%) of the excess of
          the cumulative  Appropriate  Environmental Expenses over $6.0 million,
          up to the full amount of the Environmental  Escrow Fund.  "Appropriate
          Environmental  Expense" means (x) costs actually  incurred by Buyer to
          remediate a Required Response Condition into compliance with standards
          applicable   to   industrial   properties   and   applying   the  most
          cost-effective   remediation   program   consistent   with  applicable
          Environmental Laws and (y) (without duplication) the net present value
          (using a 6% annual  discount rate) of costs to be incurred by Buyer to
          remediate a Required Response Condition where the most  cost-effective
          means of  remediation  will  require  expenditures  beyond  the second
          anniversary of the Closing Date.  Appropriate  Environmental  Expenses
          described in clause (y) of the definition thereof shall be calculated,
          and  the  Sellers'   Portion  thereof  shall  be  withdrawn  from  the
          Environmental Escrow Fund, immediately prior to the second anniversary
          of the Closing Date.

     (c)  Upon  the  earlier  to  occur  of (i)  substantial  completion  of the
          remediation of all Required  Response  Conditions,  or (ii) the second
          anniversary  of  Closing,  all  remaining  funds in the  Environmental
          Escrow Fund would be released to the Sellers.

     (d)  Terms  and   conditions   not   pertaining   to  the  release  of  the
          Environmental  Escrow Fund will be substantially  similar to the terms
          and conditions of the Deposits Escrow  Agreement;  provided,  however,
          that Buyer shall have the right to  collaterally  assign its rights in
          substantially the same manner as provided by Section 16.1.

                                   ARTICLE 11
                                ANTITRUST MATTERS

     Buyer hereby covenants to Sellers, and Sellers hereby covenant to Buyer, as
follows:

     11.1  Antitrust  Filings.  Subject  to the  terms  and  conditions  of this
Agreement,  each party shall use its commercially reasonable efforts to 1. take,
or cause to be taken,  all  actions  and to do, or cause to be done,  all things
necessary under applicable Laws to consummate

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<Page>
the  transactions  contemplated  by this Agreement;  1. file a Notification  and
Report Form  pursuant to the HSR Act within  five  Business  Days after the date
hereof;  1. supply as promptly as  practicable  any additional  information  and
documentary material that may be requested or required pursuant to any Antitrust
Law, including,  without limitation, the HSR Act; and 1. cause the expiration or
termination  of the  applicable  waiting  periods under the HSR Act or any other
Antitrust Law as soon as practicable.

     11.2 Cooperation; Confidentiality Agreement. In connection with the efforts
referenced in Section 11.1 to obtain all requisite  approvals and authorizations
for the  transactions  contemplated  by this Agreement  under the HSR Act or any
other  Antitrust  Law,  each of the parties  shall use  commercially  reasonable
efforts  to 1.  cooperate  with  each  other in  connection  with any  filing or
submission and in connection with any investigation or other inquiry,  including
any proceeding  initiated by a private party; 1. keep the other parties informed
in all material  respects of any material  communication  received by such party
from,  or  given  by  such  party  to,  any   Government  and  of  any  material
communication  received or given in connection  with any proceeding by a private
party, in each case regarding any of the transactions  contemplated  hereby; and
1. permit the other party to review any material  communication  given to it by,
and  consult  with each other in advance of any meeting or  conference  with any
Government,  including, without limitation, in connection with any proceeding by
a private party. The foregoing obligations in this Section 11.2 shall be subject
to the Confidentiality Agreement and any attorney-client,  work product or other
privilege,  and each of the parties hereto shall  coordinate and cooperate fully
with the other parties hereto in exchanging such  information and providing such
assistance as such other parties may reasonably  request in connection  with the
foregoing and in seeking early  termination  of any applicable  waiting  periods
under  Antitrust  Law.  The parties  will not take any action that will have the
effect  of  delaying,   impairing  or  impeding  the  receipt  of  any  required
authorizations, consents, Orders or approvals. "Antitrust Law" means the Sherman
Act, as amended,  the Clayton Act, as amended,  the HSR Act,  the Federal  Trade
Commission  Act, as amended,  and all other Laws and Orders that are designed or
intended to prohibit,  restrict or regulate actions having the purpose or effect
of  monopolization  or restraint of trade or  lessening of  competition  through
merger or acquisition. "Antitrust Approval" means any approval or consent of any
Government  required  under any  applicable  Antitrust Law or the  expiration or
termination of any applicable waiting period under any applicable Antitrust Law.

     11.3  Objections or Other  Challenges.  If any objections are asserted with
respect to the  transactions  contemplated  hereby under any Antitrust Law or if
any suit is instituted by any Government or any private party challenging any of
the transactions  contemplated hereby as violative of any Antitrust Law, each of
the parties shall use commercially reasonable efforts to resolve such objections
or challenge as such  Government or private party may have to such  transactions
under such Antitrust  Law,  including to vacate,  lift,  reverse or overturn any
Order, whether temporary, preliminary or permanent, so as to permit consummation
of the transactions contemplated by this Agreement.

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<Page>
                                   ARTICLE 12
                                      TAXES

     12.1 Taxes Related to Purchase of Assets.  All state and local sales,  use,
gross-receipts,  transfer, gains, excise,  value-added or other similar Taxes in
connection  with the  transfer of the Acquired  Assets,  and all  recording  and
filing fees that may be imposed by reason of the sale, transfer,  assignment and
delivery of the Acquired Assets and that are not exempt under section 1146(c) of
the Bankruptcy Code (collectively,  "Transaction Taxes"), shall be paid by Buyer
on or prior to their due date.

     12.2 Proration of Real and Personal  Property Taxes.  All real and personal
property  taxes and  assessments  on the Acquired  Assets for any taxable period
commencing  prior  to the  day  immediately  preceding  the  Closing  Date  (the
"Adjustment Date") and ending after the Adjustment Date (a "Straddle Period"), a
complete list of which has been attached by Sellers as Schedule  12.2,  shall be
prorated between Buyer and Sellers as of the close of business on the Adjustment
Date based on the best information then available,  with 1. Sellers being liable
for such Taxes  attributable to any portion of a Straddle Period ending prior to
the Adjustment Date and 1. Buyer being liable for such Taxes attributable to any
portion  of a  Straddle  Period  beginning  on or  after  the  Adjustment  Date.
Information  available  subsequent to the Adjustment Date that alters the amount
of Taxes due with  respect to a Straddle  Period will not be taken into  account
and will not affect the amount of Taxes allocated to Sellers or Buyer.  All such
prorations  shall be  allocated  so that  items  relating  to the  portion  of a
Straddle  Period  ending  prior to the  Adjustment  Date shall be  allocated  to
Sellers  based  upon the  number  of days in the  Straddle  Period  prior to the
Adjustment Date and items related to the portion of a Straddle Period  beginning
on or after the  Adjustment  Date  shall be  allocated  to Buyer  based upon the
number  of days in the  Straddle  Period  from and after  the  Adjustment  Date;
provided,  however,  that the parties  shall  allocate any real  property Tax in
accordance  with section 164(d) of the Code.  The amount of all such  prorations
that must be paid in order to convey the Acquired Assets to Buyer free and clear
of all Liens  other than  Permitted  Liens shall be  calculated  and paid on the
Closing  Date;  all other  prorations  shall be  calculated  and paid as soon as
practicable thereafter.

     12.3  Cooperation on Tax Matters.  Buyer and Sellers shall furnish or cause
to be furnished to each other, as promptly as practicable,  such information and
assistance  relating to the LTV Tubular Business as is reasonably  necessary for
the preparation and filing of any Tax Return, claim for refund or other required
or optional filings  relating to Tax matters,  for the preparation for and proof
of facts during any Tax audit, for the preparation for any Tax protest,  for the
prosecution or defense of any suit or other  proceeding  relating to Tax matters
and for the answer to any  governmental  or regulatory  inquiry  relating to Tax
matters.

     12.4  Retention  of Tax  Records.  After  the  Closing  Date and  until the
expiration of all statutes of limitation  applicable to Sellers' liabilities for
Taxes, Buyer shall retain possession of all accounting,  business, financial and
Tax records and  information  that (a) relate to the Acquired  Assets and are in
existence on the Closing Date and (b) come into existence after the Closing Date
but relate to the Acquired  Assets before the Closing Date, and Buyer shall give
Sellers  notice and an  opportunity to retain any such records in the event that
Buyer determines to destroy or dispose of them during such period.  In addition,
from and after the  Closing  Date,  Buyer  shall  provide to  Sellers  and their
attorneys,  accountants and other  representatives  (after

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<Page>
reasonable  notice  and  during  normal  business  hours and  without  charge to
Sellers) access to the books, records,  documents and other information relating
to the Acquired  Assets as Sellers may reasonably deem necessary to (i) properly
prepare for, file, prove,  answer,  prosecute and defend any Tax Return,  claim,
filing, tax audit, tax protest, suit, proceeding or answer or (ii) administer or
complete  any cases  under  chapter 11 of the  Bankruptcy  Code of or  including
Sellers.  Such  access  shall  include,   without  limitation,   access  to  any
computerized  information  systems  that  contain  data  regarding  the Acquired
Assets.

     12.5  Allocation of Purchase  Price and Purchase  Price  Allocation  Forms.
Buyer and Sellers shall allocate the Purchase Price, the Assumed Liabilities and
other relevant items among the Acquired  Assets in accordance  with section 1060
of the Code (the "Allocation") as soon as reasonably  practicable after the date
hereof.  Such  allocation  shall be solely for  purposes  of  federal  taxation.
Sellers and Buyer shall  cooperate in filing with the Internal  Revenue  Service
their  respective Forms 8594 as provided for in section 1060 of the Code and any
other form required to be filed with any Government on a basis  consistent  with
the  Allocation,  and Buyer and  Sellers  shall  reflect the  Allocation  on any
relevant  Tax  Returns  required  to be filed as a  result  of the  transactions
contemplated hereby.

                                   ARTICLE 13
                 CONDITIONS PRECEDENT TO PERFORMANCE BY PARTIES

     13.1  Conditions  Precedent  to  Performance  by  Sellers  and  Buyer.  The
respective  obligations  of Sellers  and Buyer to  consummate  the  transactions
contemplated by this Agreement are subject to the  satisfaction or waiver (other
than the  condition  contained in Section  13.1(a),  the  satisfaction  of which
cannot be waived), on or prior to the Closing Date, of the following conditions:

     (a)  Sale Order.  The  Bankruptcy  Court shall have entered the Sale Order,
          and no Order staying, reversing,  modifying or amending the Sale Order
          shall be in effect on the Closing Date.

     (b)  Antitrust Approvals.  The applicable waiting periods under the HSR Act
          and any other Antitrust Law shall have expired or terminated.

     (c)  No Violation of Orders.  No  preliminary  or permanent  injunction  or
          other Order that declares this Agreement or any of the other Ancillary
          Agreements  invalid or  unenforceable  in any respect or that prevents
          the  consummation of the transactions  contemplated  hereby or thereby
          shall be in effect.

     13.2  Conditions  Precedent to Performance by Sellers.  The  obligations of
Sellers to  consummate  the  transactions  contemplated  by this  Agreement  are
subject to the  satisfaction,  on or before the Closing  Date,  of the following
conditions,  any one or more of  which  may be  waived  by  Parent  in its  sole
discretion:

     (a)  Representations  and  Warranties  of Buyer.  All  representations  and
          warranties  made by Buyer in this Agreement  shall be true and correct
          on and as of the  Closing  Date as if again made by Buyer on and as of
          such  date  (except  for those  representations  and  warranties  that
          expressly   relate  to  a   particular   date,   in  which  case

                                       27
<Page>
          such  representations  and warranties shall have been true and correct
          as of such  date),  except for  failures  to be true and correct as of
          such date that  have not  resulted  in a  material  adverse  effect on
          Buyer's  ability to execute and deliver this  Agreement or its ability
          to perform its obligations hereunder,  and Sellers shall have received
          a certificate dated as of the Closing Date and signed by the President
          of Buyer to that effect.

     (b)  Performance of the Obligations of Buyer. Buyer shall have performed in
          all material respects all obligations required under this Agreement to
          be  performed by it on or before the Closing Date (except with respect
          to the  obligation to pay the Purchase  Price in  accordance  with the
          terms of this Agreement,  which  obligation  shall be performed in all
          respects as required  under this  Agreement),  and Sellers  shall have
          received a certificate  dated as of the Closing Date and signed by the
          President of Buyer to that effect.

     (c)  Cure of Defaults.  Buyer shall, on or prior to the Closing, have cured
          any and all defaults under the Assigned Contracts that are required to
          be cured under the Bankruptcy Code and have provided all assurances of
          future performance required to be provided by Buyer hereunder, so that
          the Assigned Contracts may be assumed by Sellers and assigned to Buyer
          in accordance  with the  provisions  of section 365 of the  Bankruptcy
          Code;  provided,  however,  that Buyer shall not have been required to
          expend more than the Aggregate Cure Costs to cure such defaults.

     (d)  USWA  Agreements.  Buyer shall have entered into  agreements  with the
          USWA recognizing it as the bargaining representative for the employees
          with the existing  bargaining  units of the Counce  Plant,  the Elyria
          Plant  and  the  Youngstown   Plan,  Buyer  shall  have  entered  into
          agreements  with the USWA  establishing  the terms and  conditions  of
          employment  at such plants as of the Closing,  and the USWA shall have
          waived any right to bid on the Counce Plant.

     (e)  Environmental  Condition.  Parent  shall have no  further  termination
          rights under Section 14.2(a)(vii) or Section 14.2(a)(viii).

     13.3 Conditions  Precedent to the Performance by Buyer.  The obligations of
Buyer to consummate the transactions  contemplated by this Agreement are subject
to the satisfaction, on or before the Closing Date, of the following conditions,
any one or more of which may be waived by Buyer in its sole discretion:

     (a)  Representations  and Warranties of Sellers.  All  representations  and
          warranties made by Sellers in this Agreement shall be true and correct
          on and as of the Closing Date as if again made by Sellers on and as of
          such  date  (except  for those  representations  and  warranties  that
          expressly   relate  to  a   particular   date,   in  which  case  such
          representations  and warranties shall have been true and correct as of
          such  date),  except for any such  failures  to be true and correct as
          would not  result,  individually  or in the  aggregate,  in a Material
          Adverse Effect;  and Buyer shall have received a certificate dated the
          Closing Date and signed by the  President or a Vice  President of each
          of Sellers to that effect.

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<Page>
     (b)  Performance  of  the  Obligations  of  Sellers.   Sellers  shall  have
          performed in all material respects all obligations required under this
          Agreement  to be  performed  by them on or  before  the  Closing  Date
          (except  with respect to the  obligation  to cure  defaults  under the
          Assigned Contracts in accordance with the terms of Section 8.7 of this
          Agreement,  which  obligation  shall be  performed  in all respects as
          required  under  this  Agreement),  and Buyer  shall  have  received a
          certificate  dated the Closing  Date and signed by the  President or a
          Vice President of each of Sellers to that effect.

     (c)  USWA Agreements.  Buyer shall have entered into one or more collective
          bargaining agreements, and to the extent required, each such agreement
          shall  have been  ratified  with the USWA for the  Counce  Plant,  the
          Elyria Plant, the Ferndale plant and the Youngstown Plant.

     (d)  Environmental  Condition.  Buyer  shall  have no  further  termination
          rights under Section 14.2(a)(iv).

     (e)  Financial Statements.  Sellers shall have delivered to Buyer financial
          statements  of the LTV  Tubular  Business  for the nine  month  period
          ending  September  30, 2002 that meet the  requirements  of Regulation
          S-X, 17 CFR ss. 210 and that have been audited by E&Y.

                                   ARTICLE 14
                      TERMINATION AND EFFECT OF TERMINATION

     14.1  Right  of  Termination.  Notwithstanding  anything  to  the  contrary
contained  herein,  this  Agreement may be  terminated  only as provided in this
Article 14. In the case of any such  termination,  the  terminating  party shall
give notice to the other party  specifying  the provision  pursuant to which the
Agreement is being terminated.

     14.2 Termination Without Default.

     (a)  This Agreement may be terminated at any time before Closing:

          (i)  by mutual consent of Parent and Buyer,  given in accordance  with
               Sections 16.8;

          (ii) by  Buyer,  on any  date  that is after  January  15,  2003  (the
               "Termination  Date"), if any condition  contained in Section 13.1
               has not been  satisfied  or  waived  as of such  time;  provided,
               however,  that Buyer shall not have the right to  terminate  this
               Agreement  under this Section  14.2(a)(ii) if Buyer's  failure to
               fulfill any of its obligations under this Agreement is the reason
               that the Closing has not occurred on or before said date;

          (iii)by  Buyer,  on any date  after  October  25,  2002  and  prior to
               November 2, 2002, if the condition  contained in Section  13.3(c)
               has not been satisfied;  provided,  however, that Buyer shall not
               have the right to  terminate  this  Agreement  under this Section
               14.2(a)(iii) if Buyer's failure to fulfill any of its

                                       29
<Page>
               obligations  under Section 9.6 is the reason that satisfaction of
               such condition has not occurred;

          (iv) By Buyer,  at any time prior to January 10,  2003,  if the sum of
               the Cost Estimates exceeds $20.0 million;

          (v)  by Parent, on any date that is after the Termination Date, if any
               condition  contained  in Section  13.1 has not been  satisfied or
               waived as of such time; provided,  however, that Parent shall not
               have the right to  terminate  this  Agreement  under this Section
               14.2(a)(v)   if   Sellers'   failure  to  fulfill  any  of  their
               obligations  under this  Agreement is the reason that the Closing
               has not occurred on or before said date;

          (vi) by Parent, on any date at any time after October 25, 2002, if the
               condition contained in Section 13.2(d) has not been satisfied;

          (vii)by Parent,  at any time prior to October 21, 2002,  automatically
               upon notice to Buyer as  permitted  by Section  10.1(c)  that any
               Work Plan is unacceptable to Parent;

          (viii) By Parent, at any time prior to January 10, 2003, if the sum of
               the Cost Estimates exceeds $10.0 million; or

          (ix) by either  Buyer or Parent,  immediately  upon an Order  becoming
               final and  non-appealable  that declares this Agreement or any of
               the Ancillary Agreements invalid or unenforceable in any material
               respect or that  prevents the  consummation  of the  transactions
               contemplated hereby or thereby (a "Termination Order"); provided,
               however,  that  neither  Parent nor Buyer shall have the right to
               terminate this Agreement pursuant to this Section  14.2(a)(ix) if
               such party or any of its  Affiliates  has sought entry of, or has
               failed to use all commercially reasonable efforts to oppose entry
               of, such Termination Order.

     (b)  The  Termination  Date  and the  dates  specified  in each of  Section
          14.2(a)(iv) and Section 14.2(a)(viii) shall be extended by one (1) day
          for each day by which the Satisfaction Date is after October 28, 2002,
          up to a maximum of 44 days.

     (c)  If this Agreement is terminated  pursuant to Section 14.2(a),  (i) the
          Deposits,  together  with  any  interest  accrued  thereon,  shall  be
          returned to Buyer,  (ii) this Agreement shall become null and void and
          have no effect (other than this Article 14, Article 15, Article 16 and
          Article  17,  which  shall  survive  termination),  and (iii)  none of
          Sellers,  Buyer or any of their respective  Related Parties shall have
          any liability or obligation  arising under or in connection  with this
          Agreement.

     14.3 Effect of Failure of Sellers'  Conditions  to Closing.  If,  after the
Termination  Date and before Closing (so long as Sellers' failure to fulfill any
of their  obligations  under this  Agreement  has not been the  reason  that the
Closing shall not have been  consummated

                                       30
<Page>
on or before such date),  any condition  contained in Section  13.2(a),  Section
13.2(b),  Section 13.2(c) or Section 13.2(e) has not been satisfied or waived by
Parent, then:

     (a)  If the failure of the condition is due to Buyer's  willful  failure to
          perform  its  obligations  hereunder,  Parent  shall  have the  right,
          subject  to the  waiver by Parent or  satisfaction  of the  conditions
          contained  in  Section  13.1,  to obtain an Order  requiring  Buyer to
          specifically perform all of its obligations under this Agreement.

     (b)  If the failure of the  condition  is due to any  inaccuracy  of any of
          Buyer's representations or warranties or to Buyer's failure to perform
          its  obligations  hereunder  for  any  reason,  then  Parent  may  (i)
          terminate this Agreement; (ii) retain the Deposits,  together with any
          interest accrued thereon,  as agreed damages and without the necessity
          for  proof of actual  damages;  and (iii)  pursue  any other  remedies
          available  to  Sellers  at Law and  Seller  shall  be able to  recover
          damages,  if proven,  provided,  however,  that in no event  shall the
          amounts  paid to Sellers  pursuant  to clauses  (ii) and (iii) of this
          Section 14.3(b) exceed $13.0 million; provided,  further, that Sellers
          shall  not have the  right to  terminate  this  Agreement  under  this
          Section 14.3(b) if Sellers'  failure to fulfill any of its obligations
          under this Agreement has been the reason that the Closing has not been
          consummated on or before said date.

     14.4 Effect of Failure of Buyer's Conditions to Closing.

     (a)  Buyer may terminate this  Agreement at any time after the  Termination
          Date and before Closing if any condition contained in Section 13.3(a),
          Section  13.3(b),  Section  13.3(d)  or Section  13.3(e)  has not been
          satisfied  or waived as of such time;  provided,  however,  that Buyer
          shall  not have the  right to  terminate  this  Agreement  under  this
          Section  14.4(a) if Buyer's  failure to fulfill any of its obligations
          under this Agreement has been the reason that the Closing has not been
          consummated on or before said date.

     (b)  If this Agreement is terminated  pursuant to Section 14.4(a),  (i) the
          Deposits,  together  with  any  interest  accrued  thereon,  shall  be
          returned to Buyer,  (ii) Sellers shall reimburse Buyer for its actual,
          reasonable  and   documented   out-of-pocket   expenses   incurred  in
          connection  with  this  Agreement  and the  transactions  contemplated
          hereby,  up to a maximum of $1.5 million,  (iii) this Agreement  shall
          become null and void and have no effect  (other than this  Article 14,
          Article  15,   Article  16  and  Article  17,   which  shall   survive
          termination) and (iv) except as specifically  provided in this Section
          14.4(b),  none of Sellers,  Buyer or any of their  respective  Related
          Parties  shall have any  liability or  obligation  arising under or in
          connection with this Agreement.

     14.5 Termination on Alternative Transaction.

     (a)  This  Agreement may be terminated at any time before Closing by either
          Buyer  or  Parent,   upon  Sellers'   consummating   any   Alternative
          Transaction.

     (b)  If this Agreement is terminated  pursuant to Section 14.5(a),  (i) the
          Deposits,  together  with  any  interest  accrued  thereon,  shall  be
          returned to Buyer,  (ii) Sellers  shall pay Buyer a break-up fee equal
          to $2,200,000,  (iii) this Agreement shall become null and void and of
          no effect  (except  for this  Article 14,  Article 15,  Article 16

                                       31
<Page>
          and Article 17, which shall survive  termination),  and (iv) except as
          provided  in this  Section  14.5(b),  none of Buyer,  Sellers or their
          respective  Related  Parties  shall have any  liability or  obligation
          arising under or in connection with this Agreement.

                                   ARTICLE 15
                                 INDEMNIFICATION

     15.1  Indemnification  by Buyer.  Buyer  shall  indemnify,  defend and hold
Sellers  and  their   respective   Affiliates  and  Related  Persons  (each,  an
"Indemnitee")  harmless  from and against any and all losses,  Claims,  damages,
costs  and  expenses  (including,   without  limitation,   interest,  penalties,
attorneys'  and  accountants'  fees  and  investigation  costs)   (collectively,
"Losses") incurred by any Indemnitee as a result of, arising from or related to:

     (a)  the operation of the LTV Tubular  Business or the ownership and use of
          the Acquired Assets from and after the Closing;

     (b)  any failure by Buyer to assume, pay, perform and discharge the Assumed
          Liabilities from and after the Closing;

     (c)  Buyer's or Buyer's Related Persons' or the Environmental  Consultant's
          entry upon the Real Property in connection  with their exercise of the
          right of access  pursuant to Section 8.5,  Section 10.1 or any and all
          other activities undertaken by Buyer or Buyer's Related Persons or the
          Environmental Consultant on or with respect to any such Real Property;

     (d)  any inaccuracy of any representation or warranty made by Buyer in this
          Agreement or any of the Ancillary Agreements; and

     (e)  any breach of any covenant or undertaking  of Buyer  contained in this
          Agreement or any of the Ancillary Agreements.

     15.2 Third-Party Indemnification Procedures. An Indemnitee shall give Buyer
prompt written notice of any third-party claim that may give rise to a claim for
indemnification  under this Article 15.  Failure to give prompt notice shall not
affect  the  indemnification  obligations  hereunder  in the  absence  of actual
prejudice.  Buyer  shall have the right to assume the  defense of any such claim
through  counsel of its own choosing,  by so notifying the Indemnitee  within 30
days of receipt of the  Indemnitee's  written notice;  provided,  however,  that
Buyer's  counsel  shall be  reasonably  satisfactory  to the  Indemnitee.  If an
Indemnitee  desires to participate in any such defense  assumed by Buyer, it may
do so at its sole cost and  expense,  and Buyer and its counsel  shall give such
Indemnitee  and its  counsel  reasonable  access  to the  relevant  records  and
documents  and  employees of Buyer in  connection  therewith.  If Buyer does not
assume  any such  defense,  it shall be liable  for all costs  and  expenses  of
defending such claim incurred by any Indemnitee,  including  reasonable fees and
disbursements  of  counsel.  Neither  Buyer  nor any  Indemnitee  shall  settle,
compromise  or offer to  settle  or  compromise  any  claim  or  demand  if such
settlement  or  compromise  does not include an  irrevocable  and  unconditional
release of all Sellers,  their  respective  Affiliates  and Related  Parties and
Buyer for any Losses arising out of such claim or demand.

                                       32
<Page>
                                   ARTICLE 16
                                  MISCELLANEOUS

     16.1  Successors  and  Assigns.   Except  as  otherwise  provided  in  this
Agreement,  no party  hereto  shall  assign  this  Agreement  or any  rights  or
obligations  hereunder  without  the prior  written  consent of the other  party
hereto,  and any such attempted  assignment  without such prior written  consent
shall be void and of no force  and  effect;  provided,  however,  that  Buyer is
permitted  to  collaterally  assign  its  rights  under  this  Agreement  to its
principal lender in order to secure  financing;  provided further that Buyer may
assign the right to acquire the Acquisition  Assets (but not Buyer's  obligation
hereunder)  to a direct or  indirect  wholly-owned  subsidiary  of  Buyer.  This
Agreement shall inure to the benefit of and shall be binding upon the successors
and permitted assigns of the parties hereto.

     16.2  Governing  Law;  Jurisdiction.  This  Agreement  shall be  construed,
performed  and  enforced in  accordance  with,  and governed by, the Laws of the
State of Ohio  (without  giving  effect to the  principles  of conflicts of Laws
thereof), except to the extent that the Laws of such State are superseded by the
Bankruptcy  Code. For so long as Sellers are subject to the  jurisdiction of the
Bankruptcy  Court,  the parties  hereto  irrevocably  elect as the sole judicial
forum for the  adjudication  of any matters  arising under or in connection with
the  Agreement,  and consent to the exclusive  jurisdiction  of, the  Bankruptcy
Court. After Sellers are no longer subject to the jurisdiction of the Bankruptcy
Court, the parties hereto  irrevocably  elect as the sole judicial forum for the
adjudication  of any matters arising under or in connection with this Agreement,
and consent to the  jurisdiction of, any state or federal court having competent
jurisdiction over Cuyahoga County, Ohio.

     16.3  Disclosure  Schedule  Supplements.  From  time to time  prior  to the
Closing,  Sellers shall supplement or amend the Schedules to this Agreement with
respect to any matter that, if existing,  occurring or known at the date of this
Agreement,  would  have  been  required  to be set  forth  or  described  in the
Schedules.  The Schedules  shall be deemed amended by all such  supplements  and
amendments  for all  purposes  except for  purposes of  determining  whether the
conditions set forth in Section 13.3(a) have been satisfied.

     16.4 Mutual Drafting.  This Agreement is the result of the joint efforts of
Buyer and  Sellers,  and each  provision  hereof has been  subject to the mutual
consultation,  negotiation  and  agreement  of the parties and there is to be no
construction  against  either  party based on any  presumption  of that  party's
involvement in the drafting thereof.

     16.5 Expenses.  Except as otherwise  provided  herein,  each of the parties
hereto  shall pay its own expenses in  connection  with this  Agreement  and the
transactions contemplated hereby, including,  without limitation,  any legal and
accounting  fees,  whether  or not  the  transactions  contemplated  hereby  are
consummated.  Buyer shall pay the cost of all Transaction  Taxes payable upon or
in connection with, and all surveys,  title insurance policies and title reports
obtained in connection  with, this Agreement and the  transactions  contemplated
thereby and all filing fees required to be paid in  connection  with any filings
made or notices given pursuant to any Antitrust Law.

                                       33
<Page>
     16.6  Broker's  and  Finder's  Fees.  Each of the  parties  represents  and
warrants  that it has dealt with no broker or finder in  connection  with any of
the transactions contemplated by this Agreement other than The Blackstone Group,
whose  fees  and  expenses  shall,  as  between  the  parties  hereto,   be  the
responsibility of Sellers,  and, insofar as such party knows, no other broker or
other Person is entitled to any  commission or finder's fee in  connection  with
any of these transactions.

     16.7 Severability. In the event that any part of this Agreement is declared
by any  court or  other  judicial  or  administrative  body to be null,  void or
unenforceable, said provision shall survive to the extent it is not so declared,
and all of the other provisions of this Agreement shall remain in full force and
effect only if, after  excluding  the portion  deemed to be  unenforceable,  the
remaining  terms  shall  provide  for  the   consummation  of  the  transactions
contemplated  hereby in substantially the same manner as originally set forth at
the later of the date this Agreement was executed or last amended.

     16.8 Notices. All notices, requests, demands and other communications under
this Agreement  shall be in writing and shall be deemed to have been duly given:
(a) on the date of service if served  personally  on the party to whom notice is
to be given;  (b) on the day of transmission if sent via facsimile  transmission
to the facsimile number given below,  and telephonic  confirmation of receipt is
obtained  promptly  after  completion  of  transmission;  (c) on the  day  after
delivery to Federal  Express or similar  overnight  courier or the Express  Mail
service maintained by the United States Postal Service;  or (d) on the fifth day
after  mailing,  if mailed to the party to whom notice is to be given,  by first
class mail, registered or certified,  postage prepaid and properly addressed, to
the party as follows:

             If to any Seller:

                     c/o The LTV Corporation
                     5800 Lombardo Center, Suite 200
                     Seven Hills, Ohio  44131
                     Attention:  General Counsel
                     Facsimile:  (216) 642-4595

             Copy to:

                     Jones, Day, Reavis & Pogue
                     North Point
                     901 Lakeside Avenue
                     Cleveland, Ohio  44114-1190
                     Attention:  Lyle G. Ganske and David D. Watson
                     Facsimile:  (216) 579-0212

                                       34
<Page>
             If to Buyer:

                     Maverick Tube Corporation
                     16401 Swingley Ridge Road
                     Seventh Floor
                     Chesterfield, Missouri  63017
                     Attention:  Gregg M. Eisenberg
                                 Chief Executive Officer
                     Facsimile:  (636) 733-1671

             Copy to:

                     Gallop, Johnson and Neuman, L.C.
                           101 S. Hanley
                     Suite 1600
                     St. Louis, Missouri  63105
                     Attention:  Robert H. Wexler
                     Facsimile: (314) 615-6001


     Any party may change its address for the  purpose of this  Section  16.8 by
giving the other party written notice of its new address in the manner set forth
above.

     16.9 Amendments;  Waivers.  This Agreement may be amended or modified,  and
any of the terms,  covenants,  representations,  warranties or conditions hereof
may be waived,  only by a written instrument  executed by the parties hereto, or
in the case of a waiver,  by the party  waiving  compliance.  Any  waiver by any
party of any  condition,  or of the  breach of any  provision,  term,  covenant,
representation  or  warranty  contained  in this  Agreement,  in any one or more
instances, shall not be deemed to be nor construed as a furthering or continuing
waiver of any such  condition,  or of the breach of any other  provision,  term,
covenant, representation or warranty of this Agreement.

     16.10 Public Announcements. No party shall make any press release or public
announcement concerning the transactions  contemplated by this Agreement without
the prior  written  approval  of the other  parties,  unless a press  release or
public  announcement is required by Law or Order of the Bankruptcy Court. If any
such  announcement  or  other  disclosure  is  required  by Law or  Order of the
Bankruptcy  Court,  the disclosing party shall give the  nondisclosing  party or
parties  prior  notice  of, and an  opportunity  to  comment  on,  the  proposed
disclosure.  The parties acknowledge that Sellers shall file this Agreement with
the Bankruptcy Court in connection with obtaining the Sale Order.

     16.11 Entire Agreement.  This Agreement, the Ancillary Agreements,  and the
Confidentiality  Agreement  contain the entire  understanding  among the parties
hereto with respect to the  transactions  contemplated  hereby and supersede and
replace all prior and  contemporaneous  agreements and  understandings,  oral or
written,  with  regard  to  such  transactions.  All  schedules  hereto  and any
documents  and  instruments  delivered  pursuant  to any  provision  hereof  are
expressly made a part of this Agreement as fully as though  completely set forth
herein.

                                       35
<Page>

     16.12 Parties in Interest.  Nothing in this Agreement is intended to confer
any rights or remedies under or by reason of this Agreement on any Persons other
than Sellers and Buyer and their  respective  successors and permitted  assigns.
Nothing in this Agreement is intended to relieve or discharge the obligations or
liability  of any third  Persons  to  Sellers  or Buyer.  No  provision  of this
Agreement  shall give any third Persons any right of  subrogation or action over
or against Sellers or Buyer.

     16.13 Headings.  The article and section headings in this Agreement are for
reference  purposes only and shall not affect the meaning or  interpretation  of
this Agreement.

     16.14 Gender and Number.  In this Agreement,  unless the context  otherwise
requires,  words  importing  the singular  include the plural and vice versa and
words importing gender include all genders.

     16.15 Currency.  Except where otherwise expressly provided,  all amounts in
this Agreement are stated and shall be paid in United States currency.

     16.16 Time of Essence. Time is of the essence of this Agreement.

     16.17 Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original,  but all of which shall  constitute  the same
agreement.

                                   ARTICLE 17
                                   DEFINITIONS

     17.1 Certain Terms Defined. As used in this Agreement,  the following terms
shall have the following meanings:

     "Affiliate"  means,  with  respect to any  Person,  any Person  directly or
indirectly controlling, controlled by or under direct or indirect common control
with such other  Person.  Affiliate  as it relates  to  Sellers  shall  include,
without limitation, Copperweld Corporation and its subsidiaries.

     "Alternative  Transaction"  means a transaction  involving a sale of all or
substantially  all of the LTV Tubular Business or the Acquired Assets by Sellers
to a purchaser or purchasers other than Buyer.

         "Ancillary Agreements" means the Deposits Escrow Agreement.

     "Business Day" means any day other than  Saturday,  Sunday and any day that
is a legal holiday or a day on which banking institutions in Cleveland, Ohio are
authorized by Law or other Government action to close.

         "Code" means the Internal Revenue Code of 1986, as amended.

     "Consent" means any consent, approval, authorization, qualification, waiver
or notification of a Government or any other Person.

                                       36
<Page>
     "Contract" means any written or oral contract,  agreement,  lease, license,
commitment, undertaking or arrangement, whether express or implied.

     "Counce Plant" means the facility owned by LTV Steel at Counce, Tennessee.

         "Deposits Escrow Agreement" means the escrow agreement by and between
Buyer and Parent, dated as of even date herewith.

         "Elyria Plant" means the facility owned by LTV Steel at Elyria, Ohio.

     "Environmental   Laws"  means  all  currently   existing  federal,   state,
provincial,  municipal, local and foreign statutes,  ordinances,  rules, Orders,
regulations  and other  provisions  having the force of law,  all  judicial  and
administrative  Orders  and  determinations,   and  all  common  law  concerning
pollution,  protection  of the  environment,  or any  health or  safety  matter,
including,  without  limitation,  all  those  relating  to  the  presence,  use,
production, generation, handling, transportation,  treatment, storage, disposal,
distribution,  labeling,  testing,  processing,  discharge,  release, threatened
release, control or cleanup of any Hazardous Materials.

     "Escrow Agent" means the escrow agent under the Deposits Escrow Agreement.

     "Government"  means  any  agency,  division,   subdivision,   audit  group,
procuring  office or  governmental  or regulatory  authority in any event or any
adjudicatory  body  thereof,  of the  United  States,  any state  thereof or any
foreign government, including the employees and agents thereof.

     "Hazardous  Materials"  means and includes any hazardous or toxic substance
or waste or any  contaminant or pollutant  regulated under  Environmental  Laws,
including,  but not limited to,  "hazardous  substances" as currently defined by
the  Comprehensive  Environmental  Response  Compensation  and Liability Act, as
amended,  "hazardous  wastes" as currently defined by the Resource  Conservation
and Recovery Act, as amended,  natural gas, petroleum products or byproducts and
crude oil.

     "HSR Act" means the Hart-Scott-Rodino  Antitrust  Improvements Act of 1976,
as amended.

     "Improvements"  means  the  buildings,   improvements  and  structures  now
existing on the Real Property or demised under the Real Estate Leases.

     "Knowledge of Sellers,"  "Sellers'  Knowledge" or any other similar term or
knowledge qualification means the actual knowledge of J. D. Turner, D. E. Young,
D. L. Carroll, D. D. Egleston, T. R. Heyward and E. R. Pocci.

     "Lien" means any mortgage, pledge, charge, security interest,  encumbrance,
lien (statutory or other) or conditional sale agreement.

     "LTV  Labor  Agreements"  means  all  Contracts  that are  past or  present
collectively  bargained labor  agreements of any kind or description,  including
without  limitation,   the  following  kinds  of  collectively  bargained  labor
agreements: basic labor agreements; settlement

                                       37
<Page>
agreements;  local seniority  agreements;  local working  condition  agreements;
published or unpublished side letter agreements or memorandums of understanding;
pension  agreements;   neutrality  agreements;  retirement  savings  agreements;
gainsharing  agreements;  profit sharing agreements;  incentive plan agreements;
supplemental  unemployment  benefit  agreements;  bonus  agreements;   voluntary
employee  benefit  association  agreements;  medical,  hospitalization,  vision,
dental,  or  prescription  drug  agreements;   long  or  short  term  disability
agreements;  life  insurance  agreements;   accidental  death  or  dismemberment
agreements;  and any  trust,  fund,  plan,  account,  escrow or other  agreement
related to any past or present  collectively  bargained labor agreement  whether
applicable to current employees, retirees, spouses or dependents.

     "LTV  Tubular  Plants"  means the  Counce  Plant,  the  Elyria  Plant,  the
Youngstown Plant, the facility owned by LTV Steel at Ferndale,  Michigan and the
facility owned by Georgia Tubing Corporation at Cedar Springs, Georgia.

     "Permitted Liens" means: (i) all Liens set forth on Schedule 17.1, provided
that, such term shall not include  standard  preprinted  exceptions shown on any
title  commitment  covering  the LTV  Tubular  Plants  and any  deeds of  trust,
mortgages,  leases from the Ohio Air  Quality  Development  Authority,  security
interests  or other  monetary  liens  (other  than as set forth in clauses  (ii)
through (vi) of this paragraph),  all of which Sellers shall cause to be removed
and deleted from Buyer's title  insurance  policy to be issued at Closing;  (ii)
Liens for Taxes,  assessments  and Government or other similar  charges that are
not yet due and payable or that,  although due and payable,  are being contested
in good faith; (iii) Liens related solely to the Assumed Liabilities;  (iv) from
the date hereof  until the  Closing,  Liens that will attach to proceeds of this
sale under this Agreement pursuant to section 363 of the Bankruptcy Code or that
will not survive the  Closing;  (v) such  covenants,  conditions,  restrictions,
easements,  encroachments or encumbrances,  or any other state of facts, that in
the aggregate do not materially interfere with the present occupancy of the Real
Property or the use of such Real  Property as it has been used by Sellers in the
LTV Tubular Business prior to the Closing Date or that do not materially  impair
the  value of such Real  Property;  and (vi) a  lessor's  interest  in,  and any
mortgage, pledge, security interest,  encumbrance,  lien (statutory or other) or
conditional  sale  agreement  on or affecting a lessor's  interest in,  premises
leased to Sellers (as lessee) pursuant to any of the Real Estate Leases.

     "Person" means any  individual,  corporation,  limited  liability  company,
partnership,   joint   venture,   association,   joint-stock   company,   trust,
unincorporated organization or Government.

     "Related Person" means, with respect to any Person,  all past,  present and
future  directors,   officers,  members,  managers,   stockholders,   employees,
controlling persons, agents, professionals,  attorneys, accountants,  investment
bankers or representatives of any such Person.

     "Response Action" shall mean the abatement,  cleanup, removal, remediation,
reclamation,  or other response action  required or  contemplated  under Section
10.1(e) to meet applicable Environmental Laws.

     "Tax Return" means any report, return,  information return, filing or other
information,  including any schedules,  exhibits or attachments thereto, and any
amendments  to any of the

                                       38
<Page>
foregoing required to be filed or maintained in connection with the calculation,
determination,  assessment  or  collection  of any  Taxes  (including  estimated
Taxes).

     "Taxes"  means all taxes,  however  denominated,  including  any  interest,
penalties  or  additions  to tax that may become  payable  in  respect  thereof,
imposed  by  any  Government,  which  taxes  shall  include  all  income  taxes,
Transaction Taxes,  payroll and employee  withholding,  unemployment  insurance,
social security (or similar), sales and use, excise, franchise,  gross receipts,
occupation, real and personal property, stamp, transfer, workmen's compensation,
customs duties,  registration,  documentary,  value added, alternative or add-on
minimum,  estimated,  environmental  (including  taxes under  section 59A of the
Code) and other  obligations of the same or a similar  nature,  whether  arising
before, on or after the Closing Date.

     "Transferred  Employee"  means all  employees of any Seller or any of their
Affiliates who are hired by Buyer after the Closing.

     "USWA" means the United Steelworkers of America, AFL-CIO-CLC.

     "Youngstown  Plant"  means the facility  owned by LTV Steel at  Youngstown,
Ohio.

     17.2 All Terms Cross-Referenced.  Each of the following terms is defined in
the Section set forth opposite such term:

Term                                                                     Section

Accounting Referee........................................................3.4(c)
Accounts Payable..........................................................1.3(a)
Accounts Receivable.......................................................1.1(k)
Acquired Assets..............................................................1.1
Additional Deposit...........................................................3.2
Adjustment Date.............................................................12.2
Affiliate...................................................................17.1
Aggregate Cure Cost.......................................................1.3(b)
Agreed Principles.........................................................3.4(a)
Agreement...............................................................Preamble
Allocation..................................................................12.5
Alternative Transaction.....................................................17.1
Ancillary Agreements........................................................17.1
Antitrust Approval..........................................................11.2
Antitrust Law...............................................................11.2
Appropriate Environmental Expense........................................10.2(b)
Assessment Agreement.....................................................10.1(a)
Asset Sale Procedures.....................................Background Information
Assigned Contracts........................................................1.1(h)
Assumed Liabilities..........................................................1.3
Balance Sheet Date........................................................3.4(a)
Bankruptcy Cases..........................................Background Information
Bankruptcy Code...........................................Background Information

                                       39
<Page>
Bankruptcy Court..........................................Background Information
Business Day................................................................17.1
Business Records..........................................................1.1(p)
Buyer...................................................................Preamble
Buyer's MBP..................................................................2.2
Buyer's Severance Pay Plan...................................................2.1
Cedar Springs Profit Sharing Plan............................................2.3
Claims....................................................................1.1(h)
Closing......................................................................4.1
Closing Date.................................................................4.1
Closing Statement.........................................................3.4(a)
Closing Working Capital...................................................3.4(a)
Code........................................................................17.1
Confidentiality Agreement....................................................8.5
Consent.....................................................................17.1
Contract....................................................................17.1
Copperweld Severance Pay Plan................................................2.1
Cost Estimate............................................................10.1(e)
Counce and Ferndale Profit Sharing Plans.....................................2.3
Counce Plant................................................................17.1
Deposits.....................................................................3.2
Deposits Escrow Agreement...................................................17.1
E & Y........................................................................5.5
Eligible Employees...........................................................2.1
Elyria Plant................................................................17.1
Environmental Consultant.................................................10.1(a)
Environmental Escrow Agreement..............................................10.2
Environmental Escrow Fund................................................10.1(f)
Environmental Laws..........................................................17.1
Environmental Report.....................................................10.1(d)
Escrow Agent................................................................17.1
Estimated Working Capital....................................................3.3
Excluded Assets..............................................................1.2
Excluded Liabilities.........................................................1.4
Final Working Capital.....................................................3.4(f)
Financial Statements.........................................................5.5
Government..................................................................17.1
Hazardous Materials.........................................................17.1
Hourly and Salaried Profit Plan Participant..................................2.3
HSR Act.....................................................................17.1
Improvements................................................................17.1
Indemnitee..................................................................15.1
Initial Deposit..............................................................3.2
Intellectual Property.....................................................1.1(l)
Inventory.................................................................1.1(j)
Knowledge of Sellers........................................................17.1

                                       40
<Page>
Law..........................................................................5.3
Leased Real Property......................................................1.1(b)
Lien........................................................................17.1
Losses......................................................................15.1
LTV Benefit Plan..........................................................1.2(p)
LTV Labor Agreements........................................................17.1
LTV Steel...............................................................Preamble
LTV Tubular Business......................................Background Information
LTV Tubular Plants..........................................................17.1
Machinery and Equipment...................................................1.1(c)
Marion Plant..............................................................1.1(i)
Material Adverse Effect......................................................5.3
Material Contracts.....................................................5.9(a)(v)
MBP..........................................................................2.2
MBP Participant..............................................................2.2
Net Working Capital.......................................................3.4(a)
Order........................................................................5.3
Organizational Documents.....................................................5.3
Owned Real Property.......................................................1.1(a)
Owned Vehicles............................................................1.1(d)
Parent..................................................................Preamble
Permits...................................................................1.1(o)
Permitted Liens.............................................................17.1
Person......................................................................17.1
Petition Date.............................................Background Information
Post-Petition Contracts...................................................1.1(g)
Pre-Petition Contracts....................................................1.1(h)
Purchase Orders...........................................................1.1(f)
Purchase Price...............................................................3.1
Real Estate Leases........................................................1.1(b)
Real Property.............................................................1.1(b)
Reference Balance Sheet...................................................3.4(e)
Related Person..............................................................17.1
Required Response Condition..............................................10.1(e)
Response Action.............................................................17.1
Sale Order...................................................................8.3
Sales Orders..............................................................1.1(e)
Satisfaction Date........................................................10.1(d)
Sellers.................................................................Preamble
Sellers' Account..........................................................4.3(a)
Sellers' Knowledge..........................................................17.1
Sellers Portion..........................................................10.2(b)
Site Assessment..........................................................10.1(d)
Straddle Period.............................................................12.2
Stub Period..................................................................5.5
Tax Return..................................................................17.1

                                       41
<Page>
Taxes.......................................................................17.1
Termination Date.....................................................14.2(a)(ii)
Termination Order..................................................14.2(a)(viii)
Transaction Taxes...........................................................12.1
Transferred Employee........................................................17.1
Transition Services Agreement.............................................4.2(b)
USWA........................................................................17.1
Work Plan................................................................10.1(a)
Working Capital Escrow Agreement..........................................4.2(c)
Youngstown Plant............................................................17.1

                                       42
<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
     executed by their respective  officers  thereunto duly authorized as of the
     date first above written.



                     MAVERICK TUBE CORPORATION

                     By:/s/ Gregg Eisenberg
                        -------------------------------------
                     Name:Gregg Eisenberg
                          -----------------------------------
                     Title:President and CEO
                           ----------------------------------


                     GEORGIA TUBING CORPORATION

                     By:/s/ Glenn Moran
                        -------------------------------------
                     Name:Glenn Moran
                          -----------------------------------
                     Title:Vice President
                           ----------------------------------


                     LTV STEEL COMPANY, INC.

                     By:/s/ Glenn Moran
                        -------------------------------------
                     Name:Glenn Moran
                          -----------------------------------
                     Title:CEO
                           ----------------------------------


                     THE LTV CORPORATION

                     By:/s/ Glenn Moran
                        -------------------------------------
                     Name:Glenn Moran
                          -----------------------------------
                     Title:CEO
                           ----------------------------------

                                       43
<page>
                                  EX 99.1 - Press Release Dated October 15, 2002
FOR IMMEDIATE RELEASE                                October 15, 2002
---------------------

For further information contact:                     Pamela G. Boone
                                                     Vice President Finance, CFO
                                                     636-733-1600

--------------------------------------------------------------------------------

                            MAVERICK TUBE CORPORATION
                ANNOUNCES PURCHASE OF LTV TUBULAR DIVISION ASSETS

--------------------------------------------------------------------------------


     St.  Louis,  October 15, 2002 ----  Maverick  Tube  Corporation  (NYSE:MVK)
announced  today that it has entered  into a definitive  agreement  with the LTV
Corporation and its affiliates to acquire the assets which comprise the business
of LTV's Steel  Tubular  Products  Division  pursuant to Section 363 of the U.S.
Bankruptcy Code. The purchase price for the LTV Tubular Division is $110 million
cash, subject to a working capital adjustment.  The transaction is contingent on
Maverick  completing a  collective  bargaining  agreement  with the United Steel
Workers of America who  represent  about 300  employees at four of LTV Tubular's
five  facilities.  The agreement is also  contingent  upon completion of further
environmental  due  diligence,  clearance  under the  Hart-Scott-Rodino  Act and
approval of the Bankruptcy Court.  Maverick  presently  anticipates  closing the
purchase by year end. LTV's Tubular Division employs approximately 430 people at
five locations in Georgia, Tennessee, Ohio and Michigan.

     The LTV  Tubular  Division  principally  produces  and sells a full line of
electrical  conduit products for the U.S. market,  where it has  approximately a
35% market share and well established customer  relationships.  LTV Tubular also
produces line pipe and standard  pipe  products for the energy and  construction
industries.  For the four  years  ended  2001,  LTV  Tubular's  annual  revenues
averaged  over  $260  million  while  proforma  EBITDA,  prior to LTV  corporate
allocations, exceeded $30 million per year.

     Maverick  plans to fund the $110 million  purchase price by drawing down on
its revolving  credit  facility,  which is being expanded in connection with the
proposed  transaction to provide  aggregate  availability of up to $185 million.
Maverick's  total debt at  closing  is  estimated  to be $120  million,  with an
additional $60 million available under the expanded credit facility.

     Gregg  Eisenberg,  Maverick's  President  and CEO said,  "We are pleased to
reach an  agreement  with the LTV  Corporation  for the  purchase of the Tubular
Division.  This has been a relatively stable business that produces good margins
under most market  conditions.  The electrical  conduit market has few suppliers
and is not  subject  to  significant  import  competition.  Their  line pipe and
standard  pipe  business  complements  our existing  activities  and expands our
market  penetration in both products.  We believe we have several  opportunities
that may allow us to  enhance  the cash flow from this  business.  Overall,  the
purchase is  consistent  with our strategy to grow our business by expanding our
product lines."

     Maverick will discuss the proposed  transaction  as part of its  conference
call with investors on Wednesday morning, October 16th, at 10:00 AM Central. The
conference  broadcast can be accessed at the Investor  Relations  section of the
Company's website, located at www.maverick-tube.com.


     Maverick Tube Corporation is a St. Louis,  Missouri,  based manufacturer of
tubular  products  used in the energy  industry in  drilling,  production,  well
servicing and line pipe applications as well as industrial tubing products (HSS,
and standard pipe) used in various industrial applications.

     This news release  contains  forward-looking  information  that is based on
assumptions  that are  subject to  numerous  business  risks,  many of which are
beyond the control of the Company.  There is no assurance that such  assumptions
will prove to be accurate.  Actual results may differ from these forward looking
statements  due to  numerous  factors,  including  those  described  under "Risk
Factors" and elsewhere in Maverick's  Form 10-K for its year ended  December 31,
2001.
[{"type": "8-K", "sequence": "1", "filename": "form8k101602.txt", "secsgml_size_bytes": 162609}]
{"company-data": {"conformed-name": "MAVERICK TUBE CORPORATION", "cik": "0000869087", "assigned-sic": "3317", "irs-number": "431455766", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-10651", "film-number": "02790327"}, "business-address": {"street1": "16401 SWINGLEY RIDGE RD", "street2": "STE 700", "city": "CHESTERFIELD", "state": "MO", "zip": "63017-1713", "phone": "6367331600"}, "mail-address": {"street1": "16401 SWINGLEY RIDGE ROAD", "street2": "SUITE 700", "city": "CHESTERFIELD", "state": "MO", "zip": "63017"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
                                   FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): October 15, 2002

                            MAVERICK TUBE CORPORATION
                  ---------------------------------------------

             (Exact Name of Registrant as Specified in its Charter)

        Delaware                            1-10651                  43-1455766
  ---------------------                  ------------           ---------------
(State or Other Jurisdiction             (Commission               (IRS Employer
       of Incorporation)                  File Number)       Identification No.)

16401 Swingley Ridge Road, Suite 700, Chesterfield, Missouri              63017
------------------------------------------------------------       ------------
(Address of Principal Executive Offices)                              (Zip Code)

                                 (636) 733-1600
                          -----------------------------

              (Registrant's telephone number, including area code)

                                Not applicable.
         (Former name or former address, if changed since last report)
ITEM 5.  OTHER EVENTS

On October  15,  2002,  the  Registrant  executed a  definitive  asset  purchase
agreement to acquire substantially all of the assets of the LTV Tubular Division
from LTV  Corporation.  Attached  hereto as  Exhibit  99.1 is the press  release
issued by the Registrant regarding the transaction, which is incorporated herein
by reference.  The  definitive  asset purchase  agreement is attached  hereto as
Exhibit 2.1.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c)             Exhibits

Exhibit No.     Description
-----------     -----------

2.1             Asset Purchase Agreement By and Among The LTV Corporation, the
                Other Sellers Named Herein and Maverick Tube Corporation Dated
                as of October 15, 2002 (*)

99.1            Press Release Dated October 15, 2002

*    Schedules  and  similar  attachments  are omitted in  accordance  with Item
     601(b)(2)  of  Regulation  S-K and a  brief  description  of  such  omitted
     Schedules  and similar  attachments  is  included  herein.  The  Registrant
     undertakes to supplementally provide the Securities and Exchange Commission
     with a copy of any such  omitted  Schedules  or  similar  attachments  upon
     request.

                                    SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Dated:   October 16, 2002

                            MAVERICK TUBE CORPORATION

                                    By:    /s/ Pamela G. Boone
                                       ----------------------------------
                                               Pamela G. Boone
                                               Chief Financial Officer

                                  EXHIBIT INDEX

Exhibit No.     Description
-------         -----------

2.1             Asset Purchase Agreement By and Among The LTV Corporation the
                Other Sellers Named Herein and Maverick Tube Corporation Dated
                as of October 15, 2002 (*)

99.1            Press Release Dated October 15, 2002

*    Schedules  and  similar  attachments  are omitted in  accordance  with Item
     601(b)(2)  of  Regulation  S-K and a  brief  description  of  such  omitted
     Schedules  and similar  attachments  is  included  herein.  The  Registrant
     undertakes to supplementally provide the Securities and Exchange Commission
     with a copy of any such  omitted  Schedules  or  similar  attachments  upon
     request.
EX 2.1 - Asset Purchase Agreement Dated October 15, 2002
================================================================================

                            ASSET PURCHASE AGREEMENT

                                  By and Among

                              THE LTV CORPORATION,

                         THE OTHER SELLERS NAMED HEREIN

                                       And

                            MAVERICK TUBE CORPORATION

                          Dated as of October 15, 2002
Table of Contents

                                                                            Page

Article 1             PURCHASE AND SALE OF THE ACQUIRED ASSETS.................3

         1.1      Transfer of Acquired Assets..................................3
         1.2      Excluded Assets..............................................5
         1.3      Assumption of Liabilities....................................7
         1.4      Retention of Liabilities.....................................8
         1.5      Non-Assignment of Assigned Contracts.........................8

Article 2             EMPLOYEE AND BENEFITS MATTERS............................8

         2.1      Severance Pay Plan...........................................9
         2.2      Management Bonus Program.....................................9
         2.3      Profit Sharing Plans.........................................9

Article 3             CONSIDERATION............................................9

         3.1      Consideration................................................9
         3.2      Deposits.....................................................9
         3.3      Estimated Working Capital...................................10
         3.4      Purchase Price Adjustment...................................10

Article 4             CLOSING AND DELIVERIES..................................12

         4.1      Closing.....................................................12
         4.2      Sellers' Deliveries.........................................12
         4.3      Buyer's Deliveries..........................................12

Article 5             REPRESENTATIONS AND WARRANTIES OF THE SELLERS...........13

         5.1      Corporate Organization......................................13
         5.2      Authorization and Validity..................................13
         5.3      No Conflict or Violation....................................13
         5.4      Consents and Approvals......................................14
         5.5      Financial Statements........................................14
         5.6      Compliance with Law.........................................14
         5.7      Litigation..................................................15
         5.8      Title and Ownership.........................................15
         5.9      Material Contracts..........................................15
         5.10     Intellectual Property.......................................16
         5.11     Permits.....................................................16
         5.12     Environmental Matters.......................................16
         5.13     Sufficiency of Acquired Assets..............................17

Article 6             REPRESENTATIONS AND WARRANTIES OF BUYER.................17

         6.1      Corporate Organization......................................17
         6.2      Authorization and Validity..................................17

                                      -i-
TABLE OF CONTENTS
                                  (continued)

         6.3      No Conflict or Violation....................................17
         6.4      Consents and Approvals......................................17
         6.5      Availability of Funds.......................................18
         6.6      Adequate Assurances Regarding Assigned Contracts............18
         6.7      Investigation by Buyer......................................18

Article 7             SCOPE OF REPRESENTATIONS AND WARRANTIES.................18

         7.1      Warranties Exclusive........................................18
         7.2      Survival of Representations and Warranties..................19

Article 8             COVENANTS OF SELLERS....................................19

         8.1      Actions Before Closing......................................19
         8.2      Conduct of Business Before the Closing Date.................19
         8.3      Sale Order..................................................20
         8.4      Consents and Approvals......................................20
         8.5      Access to Properties, Books and Records; Confidentiality....20
         8.6      Phase I Environmental Site Assessments......................20
         8.7      Additional Cure Costs.......................................20
         8.8      Inventory...................................................20
         8.9      Further Assurances..........................................21
         8.10     Notification of a Breach....................................21

Article 9             COVENANTS OF BUYER......................................21

         9.1      Actions Before Closing Date.................................21
         9.2      Consents and Approvals......................................21
         9.3      Adequate Assurances Regarding Assigned Contracts............21
         9.4      Cure of Defaults............................................21
         9.5      Access to Business Records..................................22
         9.6      Union Agreement.............................................22

Article 10            ENVIRONMENTAL MATTERS...................................22

         10.1     Additional Environmental Investigation......................22
         10.2     Environmental Escrow........................................24

Article 11            ANTITRUST MATTERS.......................................24

         11.1     Antitrust Filings...........................................24
         11.2     Cooperation; Confidentiality Agreement......................25
         11.3     Objections or Other Challenges..............................25

Article 12            TAXES...................................................26

         12.1     Taxes Related to Purchase of Assets.........................26

                                      -ii-
TABLE OF CONTENTS
                                  (continued)

         12.2     Proration of Real and Personal Property Taxes...............26
         12.3     Cooperation on Tax Matters..................................26
         12.4     Retention of Tax Records....................................26
         12.5     Allocation of Purchase Price and Purchase Price Allocation
                   Forms......................................................27

Article 13            CONDITIONS PRECEDENT TO PERFORMANCE BY PARTIES..........27

         13.1     Conditions Precedent to Performance by Sellers and Buyer....27
         13.2     Conditions Precedent to Performance by Sellers..............27
         13.3     Conditions Precedent to the Performance by Buyer............28

Article 14            TERMINATION AND EFFECT OF TERMINATION...................29

         14.1     Right of Termination........................................29
         14.2     Termination Without Default.................................29
         14.3     Effect of Failure of Sellers' Conditions to Closing.........30
         14.4     Effect of Failure of Buyer's Conditions to Closing..........31
         14.5     Termination on Alternative Transaction......................31

Article 15            INDEMNIFICATION.........................................32

         15.1     Indemnification by Buyer....................................32
         15.2     Third-Party Indemnification Procedures......................32

Article 16            MISCELLANEOUS...........................................33

         16.1     Successors and Assigns......................................33
         16.2     Governing Law; Jurisdiction.................................33
         16.3     Disclosure Schedule Supplements.............................33
         16.4     Mutual Drafting.............................................33
         16.5     Expenses....................................................33
         16.6     Broker's and Finder's Fees..................................34
         16.7     Severability................................................34
         16.8     Notices.....................................................34
         16.9     Amendments; Waivers.........................................35
         16.10    Public Announcements........................................35
         16.11    Entire Agreement............................................35
         16.12    Parties in Interest.........................................36
         16.13    Headings....................................................36
         16.14    Gender and Number...........................................36
         16.15    Currency....................................................36
         16.16    Time of Essence.............................................36
         16.17    Counterparts................................................36

Article 17            DEFINITIONS.............................................36

         17.1     Certain Terms Defined.......................................36

                                     -iii-
TABLE OF CONTENTS
                                  (continued)

         17.2     All Terms Cross-Referenced..................................39

                                      -iv-
EXHIBITS

Exhibit A.........Form of Transition Services Agreement
Exhibit B.........Form of Working Capital Escrow Agreement
Exhibit C.........Form of Sale Order

                                    SCHEDULES

Schedule 1.1(a)...Owned Real Property
Schedule 1.1(b)...Real Estate Leases
Schedule 1.1(c)...Machinery and Equipment
Schedule 1.1(h)...Pre-Petition Contracts
Schedule 1.1(k)...Other Current Assets
Schedule 1.1(l)...Intellectual Property
Schedule 1.1(o)...Permits
Schedule 1.2(j)...Excluded Software
Schedule 3.4(a)...Agreed Principles
Schedule 3.4(e)...Reference Balance Sheet
Schedule 5.4......Consents
Schedule 5.5......GAAP Exceptions
Schedule 5.6......Compliance with Law
Schedule 5.7......Litigation
Schedule 5.9......Material Contracts
Schedule 5.10.....Intellectual Property Exceptions
Schedule 5.11.....Permit Exceptions
Schedule 5.12.....Environmental Matters
Schedule 5.13.....Sufficiency of Assets
Schedule 8.6(a)...Form of Phase I Reliance Letter
Schedule 8.6(b)...Qualifications to Phase I Reports
Schedule 12.2.....Proration of Taxes
Schedule 17.1.....Permitted Liens

                                        1
ASSET PURCHASE AGREEMENT

     THIS ASSET PURCHASE AGREEMENT (this  "Agreement"),  dated as of October 15,
2002,  is  made  by and  among  THE  LTV  CORPORATION,  a  Delaware  corporation
("Parent"), LTV STEEL COMPANY, INC., a New Jersey corporation ("LTV Steel"), and
GEORGIA TUBING CORPORATION, a Delaware corporation (collectively with Parent and
LTV Steel,  ("Sellers"),  and MAVERICK TUBE CORPORATION,  a Delaware corporation
("Buyer").   Capitalized   terms  used  in  this   Agreement   are   defined  or
cross-referenced in Article 17.

                             BACKGROUND INFORMATION

     A. On  December  29,  2000  (the  "Petition  Date"),  Parent  and 48 of its
Affiliates commenced voluntary cases for reorganization (the "Bankruptcy Cases")
under  Chapter  11 of the  Bankruptcy  Code,  11  U.S.C.  ss.ss.  101-1330  (the
"Bankruptcy  Code"),  in the United  States  Bankruptcy  Court for the  Northern
District of Ohio, Eastern Division (the "Bankruptcy Court").

     B.  Sellers are engaged in the business of  manufacturing  pipe and conduit
products at the LTV Tubular Plants (the "LTV Tubular Business").

     C. Pursuant to an Order entered on June 4, 2002, the  Bankruptcy  Court has
approved  procedures  for the sale  of,  among  other  things,  the LTV  Tubular
Business (the "Asset Sale  Procedures").  The Asset Sale Procedures  provide for
the sale of the LTV Tubular Business,  either alone or along with other business
units of Sellers and their Affiliates, in any case subject to Buyer's assumption
of the Assumed  Liabilities  and otherwise on the terms and conditions set forth
in the Asset Sale Procedures.

     D. Buyer  desires to purchase  the  Acquired  Assets and assume the Assumed
Liabilities  from  Sellers,  and Sellers  desire to sell the Acquired  Assets to
Buyer and to have Buyer  assume the Assumed  Liabilities,  all in the manner and
subject  to the  terms  and  conditions  set  forth  in  this  Agreement  and in
accordance with sections 105, 363 and 365 and other applicable provisions of the
Bankruptcy Code.

     E. The Acquired  Assets and Assumed  Liabilities are assets and liabilities
of Sellers,  which are to be purchased and assumed by Buyer pursuant to an order
of the  Bankruptcy  Court  approving such sale pursuant to sections 105, 363 and
365 of the Bankruptcy Code, which order will include the  authorization  for the
assumption by Sellers and assignment to Buyer of certain executory contracts and
unexpired leases and liabilities  thereunder under section 365 of the Bankruptcy
Code,  all in the manner and  subject to the terms and  conditions  set forth in
this  Agreement  and in  accordance  with  other  applicable  provisions  of the
Bankruptcy Code.

                                       2
STATEMENT OF AGREEMENT

     NOW,  THEREFORE,  in  consideration  of the foregoing and their  respective
representations,  warranties,  covenants and undertakings herein contained,  and
other good and valuable consideration,  the receipt and sufficiency of which are
hereby acknowledged, Sellers and Buyer hereby agree as follows:

                                   ARTICLE 1
                    PURCHASE AND SALE OF THE ACQUIRED ASSETS

     1.1 Transfer of Acquired  Assets.  At the  Closing,  and upon the terms and
conditions  herein  set forth,  Sellers  shall  sell to Buyer,  and Buyer  shall
acquire from Sellers, all of Sellers' right, title and interest in, to and under
the Acquired  Assets,  free and clear of all Liens other than  Permitted  Liens.
"Acquired  Assets"  shall mean the  following  property,  but shall  exclude the
Excluded Assets:

     (a)  the real property  owned by any Seller and listed on Schedule  1.1(a),
          together  with any  Improvements  erected  thereon  (the  "Owned  Real
          Property");

     (b)  all of  Sellers'  interests  in, to and under the  leases  (the  "Real
          Estate  Leases") of real property  listed on Schedule 1.1(b) (the real
          property  leased by any Seller  pursuant to the Real Property  Leases,
          the "Leased Real Property" and, together with the Owned Real Property,
          the "Real Property");

     (c)  all of (i) Sellers' owned equipment,  machinery,  furniture, fixtures,
          tooling and spare parts  relating  exclusively to the operation of the
          LTV  Tubular  Business,  whether  located  on  the  Real  Property  or
          elsewhere  (the  "Machinery  and  Equipment");  and (ii) any rights of
          Sellers to the warranties and licenses received from manufacturers and
          sellers of the Machinery and Equipment including,  without limitation,
          the Machinery and Equipment listed on Schedule 1.1(c);

     (d)  all of Sellers' owned cars,  trucks and other motor  vehicles  ("Owned
          Vehicles")  used  exclusively  in the  operation  of the  LTV  Tubular
          Business;

     (e)  all sales orders or other similar Contracts entered into by any Seller
          with  purchasers of goods or services,  but only to the extent related
          to the LTV Tubular Business ("Sales Orders");

     (f)  all  outstanding  purchase orders or other similar  Contracts  entered
          into by any Seller on or after the Petition  Date with any supplier of
          goods or services for materials,  supplies or other items, but only to
          the extent related to the LTV Tubular Business ("Purchase Orders");

     (g)  all Contracts  (other than Sales Orders and Purchase  Orders)  entered
          into by any  Seller on or after  the  Petition  Date,  but only to the
          extent  related  to  the  LTV  Tubular  Business  (the  "Post-Petition
          Contracts");

                                       3
(h)  those  Contracts  (other than Sales Orders) entered into by any Seller
          prior to the Petition  Date that are executory and unexpired as of the
          Closing  Date  and  that  are  set  forth  on  Schedule   1.1(h)  (the
          "Pre-Petition  Contracts"  and,  together with the Real Estate Leases,
          the Sales Orders, the Purchase Orders and the Post-Petition Contracts,
          but excluding any contract listed as an Excluded Asset,  the "Assigned
          Contracts");

     (i)  any pre-paid  expenses and deposits made by or on behalf of any Seller
          in connection with any of the Assigned Contracts;

     (j)  all (i) finished goods, raw materials,  work-in-progress  and supplies
          owned by Sellers on the Closing Date and relating  exclusively  to the
          operation of the LTV Tubular Business (the "Inventory"),  and (ii) any
          rights of Sellers  to the  warranties  received  from  suppliers  with
          respect  to such  Inventory  and any  related  Claims  (and  rights to
          Claims), credits, rights of recovery and set-off with respect thereto;

     (k)  all of Sellers' accounts receivable arising in connection with the LTV
          Tubular  Business  (the  "Accounts  Receivable"),  the current  assets
          listed on  Schedule  1.1(k)  and all  Claims  (and  rights to  Claims)
          arising in connection therewith;

     (l)  all patents, patent applications,  copyrights, copyright applications,
          know-how, information, trademarks, service marks, trade names, brands,
          private labels,  or trade secrets and licenses and rights with respect
          to  the   foregoing  (to  the  extent  such  licenses  or  rights  are
          transferable),  or other  intellectual  property  owned by Sellers and
          relating  exclusively to the operation of the LTV Tubular  Business or
          the operation of the Acquired  Assets (the  "Intellectual  Property"),
          including,  without  limitation,  the Intellectual  Property listed on
          Schedule 1.1(l);

     (m)  any  computer  software  or systems  (including,  without  limitation,
          process control  software) owned by any Seller and used exclusively in
          the operation of the LTV Tubular Business;

     (n)  all  intangible   personal   property   rights  of  Sellers   relating
          exclusively  to the LTV Tubular  Business  and all goodwill of Sellers
          relating exclusively to the LTV Tubular Business;

     (o)  all permits,  authorizations and licenses issued by any Government and
          relating  exclusively  to the LTV  Tubular  Business  and all  pending
          applications therefor ("Permits") including, without limitation, those
          Permits  set  forth on  Schedule  1.1(o),  but only to the  extent  1.
          Sellers have received  Consent to transfer  such  Permits,  or 1. such
          Permits are transferable under applicable Law without Consent;

     (p)  copies or originals of all books, files and records to the extent they
          apply to the Acquired  Assets or the LTV Tubular  Business,  including
          customer lists,  historical  customer  files,  reports,  plans,  data,
          accounting  and tax records,  test  results,  product  specifications,
          drawings,  diagrams,  training  manuals,  engineering data, safety and
          environmental reports and documents,  maintenance schedules, operating
          and production  records,  inventory  records,  business plans,  credit
          records of customers, and marketing

                                       4
and all other studies,  documents and records, whether in hard copy or
          electronic format (the "Business Records");

     (q)  all assets to be acquired by Buyer pursuant to Article 2;

     (r)  all corporate seals, minute books, charter documents,  corporate stock
          record books, original tax and financial records and such other files,
          books  and  records  to the  extent  they  relate  exclusively  to the
          Acquired Assets; and

     (s)  to the extent  assignable,  all of Sellers'  interest in any  tooling,
          equipment and machinery used in the LTV Tubular  Business and owned by
          any customer of the LTV Tubular Business or any third party and in the
          possession of any Seller.

     1.2  Excluded  Assets.  The  Acquired  Assets do not include (1) any right,
title or interest of any Person other than Sellers in any property or asset, (2)
Sellers'  right,  title and interest in, to and under  properties and assets not
related  exclusively to the operation of the LTV Tubular  Business,  and (3) the
properties  and assets of Sellers  listed or  described in this Section 1.2 (all
such  assets  not  being  acquired  by Buyer  being  herein  referred  to as the
"Excluded Assets"):

     (a)  all of Sellers' cash and cash equivalents, including all petty cash in
          excess of $5,000, and undeposited checks;

     (b)  all  Contracts  (other than Sales  Orders)  entered into by any Seller
          prior to the Petition Date that are not set forth on Schedule 1.1(h);

     (c)  all assets to be retained by Sellers pursuant to Article 2;

     (d)  all of Sellers' deposits and prepaid insurance premiums made under any
          Contract that is not an Assigned Contract;

     (e)  except as provided in Section 1.1(j) and Section 1.1(k), all rights to
          Claims,  refunds or adjustments  regarding  matters occurring prior to
          the  Closing  Date  (regardless  of when the claim is  made),  and all
          rights to insurance  proceeds or other insurance  Contract  recoveries
          relating to Excluded Liabilities;

     (f)  any asset of any Seller that would  constitute  an Acquired  Asset (if
          owned  by  such  Seller  on the  Closing  Date)  that is  conveyed  or
          otherwise disposed of during the period from the date hereof until the
          Closing  Date  either (i) in the  ordinary  course of business of such
          Seller or (ii) as otherwise permitted by the terms of this Agreement;

     (g)  all losses, loss carryforwards and rights to receive refunds,  credits
          and loss carryforwards with respect to any and all Taxes of any Seller
          incurred  or  accrued  on or  prior  to the  Closing  Date,  including
          interest receivable with respect thereto;

     (h)  except as provided in Section 1.1(j) and Section  1.1(k),  any and all
          rights, claims, credits, allowances,  rebates, causes of action, known
          or unknown, pending or threatened (including,  without limitation, all
          causes of action  arising under  sections 510,

                                       5
544 through 551 and 553 of the Bankruptcy  Code or under similar state
          Laws including, without limitation,  fraudulent conveyance claims, and
          all other causes of action of a trustee and debtor-in-possession under
          the Bankruptcy Code) or rights of set-off (collectively, "Claims"), of
          any Seller or any  Affiliate of any Seller,  including but not limited
          to Claims  arising  out of or  relating  in any way to the  Bankruptcy
          Cases or any of the transactions  contemplated thereby or entered into
          as a consequence thereof,  including,  without limitation,  any claims
          (as defined in section 101(5) of the Bankruptcy Code) filed, scheduled
          or otherwise arising in the Bankruptcy Cases;

     (i)  all assets located at or related  exclusively to the facilities  owned
          or leased by LTV Steel at Marion,  Ohio (the  "Marion  Plant") and all
          other assets (including,  without limitation,  real estate,  machinery
          and  equipment,   Contracts,   accounts  receivable  and  Intellectual
          Property) used exclusively in or arising exclusively from Parent's and
          its Affiliates' business conducted at the Marion Plant;

     (j)  the computer software or systems listed on Schedule 1.2(j);

     (k)  all shares of capital  stock or other equity  interests of all Sellers
          and all Affiliates of Sellers;

     (l)  all corporate seals, minute books, charter documents,  corporate stock
          record books, original tax and financial records and such other files,
          books and  records to the extent  they  relate to any of the  Excluded
          Assets or to the  organization,  existence  or  capitalization  of any
          Seller or of any Affiliate of any Seller;

     (m)  all of  Sellers'  rights to  recovery  of  collateral  given to obtain
          letters  of credit  and  rights to  recover  amounts  drawn or paid on
          letters of credit;

     (n)  all accounts  receivable  and other amounts due to any Seller from any
          Affiliate  of such  Seller and all Claims of any  Seller  against  any
          other Seller or any other Affiliate of such Seller;

     (o)  all  rights to the LTV name,  the  Copperweld  name and any  variation
          thereof;

     (p)  all Contracts that are "employee  benefit plans" as defined by section
          3(3) of the Employee Retirement Income Security Act of 1974, specified
          fringe  benefit  plans as  defined in  section  6039D of the  Internal
          Revenue  Code  of  1986,   or  other  bonus,   incentive-compensation,
          deferred-compensation,          profit-sharing,          stock-option,
          stock-appreciation-right,         stock-bonus,         stock-purchase,
          employee-stock-ownership,   savings,   severance,   change-in-control,
          supplemental-unemployment,  layoff,  salary-continuation,  retirement,
          pension,     health,     life-insurance,     disability,     accident,
          group-insurance,  vacation,  holiday,  sick-leave,  fringe-benefit  or
          welfare  plan,  or any other  employee  compensation  or benefit plan,
          agreement,  policy,  practice,  commitment,  contract or understanding
          (whether qualified or nonqualified  currently effective or terminated,
          written or unwritten) or any trust,  escrow or other agreement related
          thereto (each, a "LTV Benefit Plan"); and

     (q)  all LTV Labor Agreements.

                                       6
1.3  Assumption of  Liabilities.  At the Closing,  Buyer shall assume,  and
Buyer shall hereafter pay,  perform and discharge when due, all of the following
liabilities (the "Assumed Liabilities"):

     (a)  all liabilities and obligations with respect to trade accounts payable
          of the LTV Tubular Business arising on or after the Petition Date, but
          excluding  any trade  accounts  payable to any Affiliate of any Seller
          (the "Accounts Payable");

     (b)  all   liabilities  and  obligations  of  Sellers  under  the  Assigned
          Contracts  and cure costs not to exceed an aggregate of the cure costs
          set  forth  on  Schedule  1.1(h)  associated  with  each  Pre-Petition
          Contract to be assumed by Buyer hereunder (the "Aggregate Cure Cost"),
          required to be paid pursuant to section 365 of the Bankruptcy  Code in
          connection   with  the  assumption  and  assignment  of  the  Assigned
          Contracts;

     (c)  all  liabilities  and  obligations  of  Sellers to be assumed by Buyer
          pursuant to Article 2;

     (d)  all  liabilities  and  obligations of Sellers with respect to tooling,
          equipment  and  machinery  owned by any  customer  of the LTV  Tubular
          Business or any other third party,  possession of which is conveyed to
          Buyer by any Seller;

     (e)  all  liabilities  and  obligations  of Sellers for  Transaction  Taxes
          payable  in  connection  with the  transactions  contemplated  by this
          Agreement;

     (f)  all liabilities  and obligations  arising on or after the Closing Date
          relating to or arising  out of (i) the  Acquired  Assets,  or (ii) the
          operation of the LTV Tubular Business,  including, without limitation,
          all  liabilities and obligations for real estate Taxes and assessments
          that are a Lien but not yet due and  payable and are  attributable  to
          time periods after the Closing;

     (g)  all liabilities and obligations of any Seller, any of their Affiliates
          or  any  of  their   respective   Related  Persons   relating  to  any
          Environmental Law,  irrespective of whether such liability attaches or
          accrues to Buyer or any Seller in the first instance,  relating to the
          Acquired  Assets,  but not  including  (i) any liability or obligation
          resulting  from the transport,  disposal,  storage or treatment of any
          Hazardous  Materials  by any Seller  prior to the Closing to or at any
          location,   other  than  the  Real   Property,   (ii)  any  liability,
          obligation,  or Claim for personal  injury  resulting from exposure to
          Hazardous  Materials or otherwise,  where such exposure or other event
          or occurrence  occurred  prior to the Closing Date, and (iii) any fine
          or other  monetary  penalty  imposed  by any  Government  prior to the
          Closing Date; and

     (h)  all liabilities  and  obligations of the Sellers and their  Affiliates
          with respect to 1.  Seller's  MBP, 1. accrued  vacation,  1. the Cedar
          Springs plant hourly and salaried  annual profit  sharing plan, and 1.
          the Counce  Plant and Ferndale  plant  hourly and  salaried  quarterly
          profit sharing plans, in each case for persons who are employed by any
          Seller or any of their  Affiliates  on the day before the Closing Date
          and who are employed by the Buyer or one of its  Affiliates  after the
          Closing,  and which liabilities are included in the calculation of the
          Final Working Capital.

                                       7
1.4  Retention  of   Liabilities.   Buyer  is  assuming  only  the  Assumed
Liabilities  and is not assuming any other liability or obligation of any Seller
of whatever nature,  whether  presently in existence or arising  hereafter.  All
such  other  liabilities  and  obligations  shall  be  retained  by  and  remain
liabilities and obligations of Sellers (all such liabilities and obligations not
being  assumed  being herein  referred to as the  "Excluded  Liabilities").  The
Excluded Liabilities shall include, without limitation, the following:

     (a)  other than as  specifically  set forth in Section 1.3(h) or Article 2,
          all  liabilities  and obligations of Sellers to all present and former
          employees of the LTV Tubular  Business (and their  respective  spouses
          and dependents),  including,  without limitation,  all liabilities for
          medical   insurance,   life  insurance,   worker's   compensation  and
          retirement benefits;

     (b)  other than as  specifically  set forth in Section 1.3(h) or Article 2,
          all liabilities and obligations of Sellers  relating to or arising out
          of any LTV Benefit Plan,  including,  without limitation,  the defined
          benefit  pension  plan  covering  the hourly  employees at the Georgia
          Tubing  Corporation's  Cedar Springs,  Georgia plant or arising out of
          any LTV Labor Agreement; and

     (c)  all  liabilities  and  obligations  for damages to Persons or property
          arising out of alleged defects in products of the LTV Tubular Business
          sold by Sellers,  or arising under warranties  issued by Sellers;  and
          all liabilities and obligations to repair or replace, or to refund the
          sales price of,  products  manufactured  by the LTV  Tubular  Business
          prior to the Closing Date that any customer claims to be defective.

     1.5 Non-Assignment of Assigned Contracts.  Anything contained herein to the
contrary  notwithstanding,  this Agreement  shall not constitute an agreement to
assign any Assigned Contract if,  notwithstanding the provisions of sections 363
and  365 of the  Bankruptcy  Code,  an  attempted  assignment  thereof,  without
obtaining a Consent,  would constitute a breach thereof or in any way negatively
affect  the  rights  of  Sellers  or Buyer,  as the  assignee  of such  Assigned
Contract.  If,  notwithstanding  the  provisions  of sections 363 and 365 of the
Bankruptcy  Code,  such Consent is required but not obtained,  Sellers shall, at
Buyer's  sole  cost  and  expense,   cooperate   with  Buyer   without   further
consideration  in any reasonable  arrangement  designed to provide for Buyer the
benefits of or under any such Assigned Contract,  including, without limitation,
enforcement for the benefit of Buyer of any and all rights of any Seller against
a third party thereto arising out of the breach or cancellation  thereof by such
third  party.  Any  assignment  to Buyer of any  Assigned  Contract  that shall,
notwithstanding  the provisions of sections 363 and 365 of the Bankruptcy  Code,
require the Consent of any third party for such assignment as aforesaid shall be
made subject to such Consent being obtained.

                                   ARTICLE 2
                          EMPLOYEE AND BENEFITS MATTERS

     This Article 2 sets forth Buyer's and Sellers' acknowledgements,  covenants
and undertakings with respect to certain matters related to employees of the LTV
Tubular Business not covered under LTV Labor Agreements.

                                       8
2.1 Severance Pay Plan. At or before the Closing,  Buyer shall  institute a
severance  pay plan  ("Buyer's  Severance  Pay Plan")  satisfying  the following
criteria:  (a) it  shall  apply to all  persons  who (i) are on the date of this
Agreement full-time employees of any Seller or any of their Affiliates, (ii) are
not  represented  by a labor  union,  (iii) are employed by any Seller or any of
their Affiliates on the day before the Closing Date ("Eligible Employees"),  and
(iv) are  employed  by  Buyer or one of its  Affiliates  immediately  after  the
Closing;  (b) it shall be substantially  similar to the Copperweld Severance Pay
Plan effective  January 1, 1994 (the  "Copperweld  Severance Pay Plan");  (c) it
shall credit all Eligible Employees for all prior service with any Seller or any
of their  Affiliates for purposes of determining the amount of any severance pay
due; and (d) it shall remain in effect, without material modification, until the
first anniversary of the Closing Date.

     2.2 Management Bonus Program. At or prior to the Closing, Buyer shall cause
to be  included in Buyer's  existing  Management  Bonus  Program for the year in
which the Closing occurs  ("Buyer's MBP") each person not represented by a labor
union who is  employed by any Seller or any of their  Affiliates  on the date of
this  Agreement and on the day before the Closing,  who is a participant  in the
LTV  Copperweld  Management  Bonus Program - 2002 (the "MBP") and is employed by
Buyer  or  one  of  its  Affiliates   immediately  after  the  Closing  (a  "MBP
Participant").  Buyer will cause each MBP  Participant  to receive a bonus under
Buyer's MBP that is not less than the amount accrued for such MBP Participant in
the Final Working Capital.

     2.3 Profit Sharing  Plans.  Buyer will cause each salaried or hourly worker
participating  in 1. the Cedar Springs hourly and salaried annual profit sharing
plan (the "Cedar  Springs  Profit  Sharing  Plan"),  or 1. the Counce  Plant and
Ferndale plant hourly and salaried  quarterly  profit sharing plans (the "Counce
and Ferndale Profit Sharing Plans"),  and who is employed by Buyer or one of its
Affiliates  immediately  after  Closing  (an "Hourly  and  Salaried  Profit Plan
Participant"),  to receive a bonus under the Cedar Springs  Profit  Sharing Plan
and the Counce and Ferndale  Profit  Sharing Plans,  as applicable,  that is not
less  than  the  amount  accrued  for  such  Hourly  and  Salaried  Profit  Plan
Participant in the Final Working Capital.

                                    ARTICLE 3
                                  CONSIDERATION

     3.1 Consideration. The aggregate consideration for the sale and transfer of
the Acquired Assets (a) is $110,000,000  in cash (the "Purchase  Price"),  which
price is payable and  deliverable at the Closing in accordance  with Section 4.3
and may be subject to  adjustment as provided in Section 3.3 and Section 3.4 and
(b) the assumption by Buyer of the Assumed Liabilities.

     3.2  Deposits.  On the date hereof,  Buyer has  executed  and  delivered to
Parent the  Deposits  Escrow  Agreement  and  deposited  with the  Escrow  Agent
$2,200,000  (the "Initial  Deposit").  Upon the Bankruptcy  Court's entry of the
Sale  Order,   Buyer  shall  deposit  with  the  Escrow  Agent  $2,200,000  (the
"Additional Deposit" and together with the Initial Deposit, the "Deposits"). The
Deposits  shall be held and  disbursed  pursuant  to the  terms of the  Deposits
Escrow Agreement and this Agreement.

                                       9
3.3  Estimated  Working  Capital.  At least two Business  Days prior to the
Closing,  Sellers shall deliver to Buyer a  certificate  setting forth  Sellers'
good faith estimated  calculation (the "Estimated  Working  Capital") of Closing
Working Capital, with appropriate supporting documentation. If Estimated Working
Capital exceeds the Reference Balance (defined below),  the Purchase Price shall
be increased by an amount equal to such excess. If the Reference Balance exceeds
Estimated  Working  Capital,  the Purchase Price shall be decreased by an amount
equal to such excess.

     3.4 Purchase Price Adjustment.

     (a)  As  promptly  as  practicable,  but no later  than 45 days  after  the
          Closing Date, Buyer shall cause to be prepared and delivered to Parent
          the Closing  Statement (as defined  below) and a certificate  based on
          such Closing  Statement  setting forth Buyer's  calculation of Closing
          Working Capital. The closing statement (the "Closing Statement") shall
          fairly present the Net Working Capital of the LTV Tubular  Business as
          of  the  end  of  business  on  the  Closing  Date  ("Closing  Working
          Capital").  "Net Working  Capital" means the working  capital items of
          the LTV Tubular  Business  in the  categories  shown on the  Reference
          Balance Sheet,  reduced by the current  liabilities of the LTV Tubular
          Business in the line items shown on the Reference  Balance  Sheet,  in
          each case as determined in accordance  with GAAP as further defined by
          those accounting principles set forth on Schedule 3.4(a), consistently
          applied  between  March  31,  2002 and the  Closing  Date  (GAAP as so
          further  defined,  the "Agreed  Principles").  The  preparation of the
          Closing  Statement  shall be solely  for the  purpose  of  determining
          changes in Net Working  Capital  since  March 31,  2002 (the  "Balance
          Sheet Date"), based upon transactions and events occurring between the
          Balance Sheet Date and the Closing Date.

     (b)  If Parent  disagrees  with  Buyer's  calculation  of  Closing  Working
          Capital  delivered  pursuant to Section 3.4(a) , Parent may, within 15
          days after  delivery of the documents  referred to in Section  3.4(a),
          deliver  a notice  to Buyer  disagreeing  with  such  calculation  and
          setting forth Parent's  calculation of such amount. Any such notice of
          disagreement  shall  specify those items or amounts as to which Parent
          disagrees,  and Parent  shall be deemed to have  agreed with all other
          items  and  amounts   contained  in  the  Closing  Statement  and  the
          calculation of Closing Working Capital  delivered  pursuant to Section
          3.4(a).

     (c)  If a notice  of  disagreement  shall  be duly  delivered  pursuant  to
          Section 3.4(b),  Buyer and Parent shall,  during the 15 days following
          such  delivery,  use their  best  efforts  to reach  agreement  on the
          disputed  items or amounts in order to determine,  as may be required,
          the amount of Closing Working Capital,  which amount shall not be less
          than  the  amount  thereof  shown  in  Buyer's  calculation  delivered
          pursuant to Section  3.4(a) nor more than the amount  thereof shown in
          Parent's  calculation  delivered pursuant to Section 3.4(b). If during
          such period, Buyer and Parent are unable to reach such agreement, they
          shall promptly thereafter cause Deloitte & Touche LLP (the "Accounting
          Referee") to review this  Agreement and the disputed  items or amounts
          for the purpose of calculating Closing Working Capital. In making such
          calculation, the Accounting Referee shall consider only those items or
          amounts in the Closing Statement

                                       10
with which  Parent has  disagreed,  and Parent's  calculation  of such
          amounts.  The Accounting Referee shall deliver to Buyer and Parent, as
          promptly  as  practicable  (but in any case no later than 30 days from
          the date of engagement of the  Accounting  Referee),  a report setting
          forth such  calculation.  Such report  shall be final and binding upon
          Buyer and  Sellers.  The cost of such review and report shall be borne
          equally by Buyer and Parent.

     (d)  Buyer  and   Parent   shall,   and  shall   cause   their   respective
          representatives  to,  cooperate and assist in the  preparation  of the
          Closing  Statement and the  calculation of Closing Working Capital and
          in the  conduct  of the  reviews  referred  to in  this  Section  3.4,
          including,  without  limitation,  the making  available  to the extent
          necessary of books, records, work papers and personnel.

     (e)  Attached  hereto as  Schedule  3.4(e) is a balance  sheet  showing Net
          Working Capital as of March 31, 2002 (the "Reference  Balance Sheet").
          The parties  acknowledge that the Reference Balance Sheet was prepared
          in accordance with the Agreed Principles.

     (f)  If Final Working  Capital exceeds  Estimated  Working  Capital,  Buyer
          shall pay to Sellers,  in the manner and with  interest as provided in
          Section  3.4(g),  the amount of such excess and, if Estimated  Working
          Capital exceeds Final Working  Capital,  Parent shall pay to Buyer, as
          an adjustment to the Purchase  Price,  in the manner and with interest
          as  provided  in Section  3.4(g),  the amount of such  excess.  "Final
          Working Capital" means Closing Working Capital (i) as shown in Buyer's
          calculation  delivered  pursuant  to  Section  3.4(a)  if no notice of
          disagreement  with  respect  thereto  is duly  delivered  pursuant  to
          Section 3.4(b); or (ii) if such a notice of disagreement is delivered,
          (A) as agreed by Buyer and Parent pursuant to Section 3.4(c) or (B) in
          the absence of such  agreement,  as shown in the Accounting  Referee's
          calculation delivered pursuant to Section 3.4(c);  provided,  however,
          that in no event shall  Final  Working  Capital be more than  Sellers'
          calculation of Closing Working Capital  delivered  pursuant to Section
          3.4(b) or less than Buyer's  calculation  of Closing  Working  Capital
          delivered pursuant to Section 3.4(a).

     (g)  Any  payment  pursuant to Section  3.4(f)  shall be made at a mutually
          convenient  time and place  within  three  Business  Days after  Final
          Working Capital has been determined.  Such payment shall be made 1. if
          by Parent,  first, in accordance with the terms of the Working Capital
          Escrow  Agreement,  and second, if the funds therein are insufficient,
          by delivery by a certified  or official  bank check or wire  transfer,
          and 1. if by Buyer,  by delivery of a certified or official bank check
          or wire transfer,  in any case, payable in immediately available funds
          to the other party or by causing such  payments to be credited to such
          account of such other  party as may be  designated  in writing by such
          other  party.  The amount of any  payment to be made  pursuant to this
          Section 3.4 shall bear interest from and including the Closing Date to
          but  excluding  the date of payment  at a rate per annum  equal to the
          rate of interest announced by JP Morgan Chase from time to time as its
          base  rate in New York City in effect  from  time to time  during  the
          period from the Closing  Date to the date of  payment.  Such  interest
          shall be payable  at the same

                                       11
time as the payment to which it relates and shall be calculated  daily
          on the  basis  of a year of 365  days and the  actual  number  of days
          elapsed.

                                    ARTICLE 4
                             CLOSING AND DELIVERIES

     4.1 Closing. The consummation of the transactions  contemplated hereby (the
"Closing") shall take place at the offices of Jones, Day, Reavis & Pogue,  North
Point, 901 Lakeside Avenue,  Cleveland, Ohio at 11:00 a.m. on the third Business
Day following the  satisfaction  or waiver by the  appropriate  party of all the
conditions  contained  in Article  13  hereof,  or on such other date or at such
other  place and time as may be agreed to by the parties  hereto  (the  "Closing
Date").

     4.2 Sellers' Deliveries.

     (a)  The sale, transfer, assignment and delivery by Sellers of the Acquired
          Assets to Buyer, as herein provided,  shall be effected on the Closing
          Date by quit claim deeds, bills of sale, endorsements, assignments and
          other   instruments   of  transfer  and   conveyance,   excluding  any
          representations,  warranties  or covenants,  and otherwise  consistent
          with the terms of this Agreement and reasonably  satisfactory  in form
          and substance to counsel for Buyer.

     (b)  At Closing,  Sellers  shall  deliver two  executed  counterparts  of a
          transition services agreement (the "Transition Services Agreement") in
          substantially the form of Exhibit A.

     (c)  At Closing,  Sellers shall deliver three executed  counterparts of the
          Working Capital Escrow Agreement, substantially in the form of Exhibit
          B (the "Working Capital Escrow Agreement").

     (d)  At  Closing,  if a portion  of the  Purchase  Price is to be placed in
          escrow as provided in Article 10,  Sellers  shall  execute and deliver
          three counterparts of the Environmental Escrow Agreement.

     4.3 Buyer's  Deliveries.  On the Closing  Date, in payment for the Acquired
Assets:

     (a)  Buyer shall  direct the Escrow Agent to pay the Deposits to Sellers in
          accordance  with the terms of the Deposits Escrow  Agreement,  by wire
          transfer of immediately  available funds, to a bank account designated
          by Parent in writing to Buyer (the "Sellers' Account").

     (b)  Buyer shall pay to Sellers the Purchase Price, adjusted as provided in
          Section 3.3 and reduced by 1. the amount of the Deposits paid pursuant
          to Section  4.3(a),  1. $1 million to be placed in escrow  pursuant to
          the terms of the Working  Capital Escrow  Agreement and 1. the amount,
          if any,  placed in escrow  pursuant to Article 10, by wire transfer of
          immediately  available funds to Sellers' Account.

                                       12
(c)  If a  portion  of the  Purchase  Price is to be  placed  in  escrow as
          provided  in  Article  10,  Buyer  shall  execute  and  deliver  three
          counterparts of the Environmental Escrow Agreement.

     (d)  Buyer shall execute and deliver to Sellers an instrument of assumption
          of  liabilities  with  respect to the Assumed  Liabilities  reasonably
          satisfactory in form and substance to counsel for Sellers.

     (c)  Buyer  shall  deliver  to  Parent  two  executed  counterparts  of the
          Transition Services Agreement.

     (d)  Buyer shall  execute and deliver  three copies of the Working  Capital
          Escrow Agreement.

     (e)  Buyer shall  deliver  the sum of $1 million to the Escrow  Agent to be
          held in escrow  pursuant  to the terms of the Working  Capital  Escrow
          Agreement.

                                   ARTICLE 5
                  REPRESENTATIONS AND WARRANTIES OF THE SELLERS

     Sellers  hereby  jointly and  severally  represent  and warrant to Buyer as
follows:

     5.1  Corporate  Organization.  Each  Seller is duly  organized  and validly
existing under the Laws of the jurisdiction of its organization.  Subject to any
necessary  authority  from the Bankruptcy  Court,  each Seller has all requisite
corporate  power and authority to own its  properties  and assets and to conduct
its business as now conducted.

     5.2  Authorization  and Validity.  Each Seller has all requisite  corporate
power and authority to enter into this Agreement and those Ancillary  Agreements
to which it is or will be a party and,  subject to the Bankruptcy  Court's entry
of the Sale Order and the receipt of the Consents set forth on Schedule  5.4, to
carry out its obligations  hereunder and thereunder.  The execution and delivery
of this Agreement and those Ancillary Agreements to which any of them is or will
be a party and the performance of each Seller of its  obligations  hereunder and
thereunder  have been duly authorized by all necessary  corporate  action by the
board of  directors  and  stockholders  of such Seller,  and no other  corporate
proceedings  on the  part  of  such  Seller  are  necessary  to  authorize  such
execution, delivery and performance. This Agreement has been, and each Ancillary
Agreement when executed on behalf of any Seller will have been, duly executed by
each Seller that is a party thereto and, subject to the Bankruptcy Court's entry
of the Sale Order, constitutes,  and each Ancillary Agreement will when executed
on  behalf  of  any  Seller  constitute,   its  valid  and  binding  obligation,
enforceable against it in accordance with their respective terms.

     5.3 No Conflict or  Violation.  Subject to (a) the receipt of all  Consents
set forth on Schedule  5.4, (b) the  Bankruptcy  Court's entry of the Sale Order
and (c) the receipt of the  Antitrust  Approval,  the  execution,  delivery  and
performance by each Seller of this Agreement and those  Ancillary  Agreements to
which it is or will be a party do not and will not (i) violate or conflict  with
any provision of the  certificate  of  incorporation  or by-laws (or  equivalent
organizational documents) (collectively,  the "Organizational Documents") of any

                                       13
Seller,  (ii)  violate any  provision  of law,  regulation,  rule or other legal
requirement  of any Government  ("Law") or any order,  judgment or decree of any
court or Government  ("Order") applicable to any Seller, (iii) violate or result
in a  breach  of or  constitute  (with  due  notice  or lapse of time or both) a
default  under any  Contract  to which any  Seller is a party or by which any of
them is bound or to which any of their  properties  or assets is  subject  which
violation,  conflict,  breach or default  under this  Section  5.3;  (iii) would
reasonably be expected to have a Material Adverse Effect,  or (iv) result in the
imposition of a material Lien, other than a Permitted Lien, upon or with respect
to any of the Acquired Assets. "Material Adverse Effect" means a state of facts,
event,   change  or  effect  with  respect  to  the  Acquired  Assets,   or  the
enforceability  of any Assigned  Contract,  that  results in a material  adverse
effect on the combined  operations or value of the LTV Tubular Business taken as
a whole,  but  excluding any state of facts,  event,  change or effect caused by
events, changes or developments relating to (v) the transactions contemplated by
this Agreement or the announcement  thereof; (w) changes or conditions affecting
the  industries  of which the LTV  Tubular  Business  is a part  generally;  (x)
changes in economic,  regulatory or political conditions generally;  (y) changes
resulting from, or from any motion,  application,  pleading or Order filed under
or in connection  with,  the  Bankruptcy  Cases;  or (z) any act(s) of war or of
terrorism.

     5.4 Consents and Approvals.  Except for the Bankruptcy Court's entry of the
Sale  Order  and the  Antitrust  Approval,  Schedule  5.4 sets  forth a true and
complete list of each material  Consent,  and each  declaration  to or filing or
registration  with any  Government,  that is  required  in  connection  with the
execution and delivery of this Agreement and the Ancillary Agreements by Sellers
or the  performance  by Sellers of their  obligations  hereunder  or  thereunder
(including all consents necessary to the transfer of the Material Contracts).

     5.5 Financial Statements.  Prior to the date hereof,  Sellers have provided
Buyer with the balance  sheets of the LTV Tubular  Business as of March 31, 2002
and December 31, 2001 and the income  statements of the LTV Tubular Business for
the periods then ended,  and the statement of LTV's investment and cash flow for
the year ended December 31, 2001 (the "Financial Statements"), together with the
report of Ernst & Young, LLP,  independent  certified public accountants ("E&Y")
on the Financial  Statements for the year ended December 31, 2001. The Financial
Statements  were  prepared in accordance  with United States GAAP,  consistently
applied  except,  in the case of the income  statement as of March 31, 2002 (the
"Stub Period"),  as set forth on Schedule 5.5. The Financial  Statements  fairly
present the financial condition, the results of operations,  and the investments
and cash flow of the LTV  Tubular  Business in all  material  respects as at the
respective dates of and for the periods referred to in such Financial Statements
except, in the case of the Financial  Statements for the Stub Period, for normal
year end  adjustments  and as might  result  from the  exceptions  set  forth on
Schedule  5.5. No  financial  statements  of any Person  other than  Sellers are
required by GAAP to be included in the  financial  statements of the LTV Tubular
Business.

     5.6  Compliance  with Law.  Except as set forth on Schedule  5.6 and as may
result from the  Bankruptcy  Cases,  no Seller has  violated any Law (other than
with  respect to  Environmental  Law, as to which the only  representations  and
warranties made by Sellers are those contained in Section 5.12), nor is any such
entity in  default  with  respect to any Order,  applicable  to the LTV  Tubular
Business or any of its assets,  properties or operations,  other than

                                       14
violations  and  defaults  the  consequences  of which would not  reasonably  be
expected to have a Material Adverse Effect.

     5.7  Litigation.  Except as set forth on Schedules 5.7, 5.10, 5.11 or 5.12,
there are no Claims,  suits,  proceedings or  investigations  pending or, to the
Knowledge of Sellers,  threatened,  before any court or Government brought by or
against any Seller that, if adversely  determined,  could reasonably be expected
to have a Material Adverse Effect or materially impair the ability of Sellers to
consummate  the  transactions  contemplated  by this  Agreement.  Other than the
Bankruptcy Cases,  there is no material Order to which the LTV Tubular Business,
or any of the  Acquired  Assets,  is subject  and Sellers are not subject to any
material  Order that relates to the LTV Tubular  Business or any of the Acquired
Assets.

     5.8 Title and  Ownership.  Subject to the entry of the Sale  Order,  at the
Closing, Sellers will have good and marketable title to, or right by Contract to
use,  the  Acquired  Assets,  free and clear of all Liens  other than  Permitted
Liens.

     5.9 Material Contracts.

     (a)  Schedule  5.9 sets forth a complete  and  correct  list of each of the
          Assigned Contracts that:

          (i)  creates a right to lease,  use or occupy  real estate used in the
               LTV Tubular Business;

          (ii) would reasonably be expected to require the payment of amounts in
               excess of $500,000 after the Closing Date;

          (iii)has a  remaining  duration  of more than one year  (except  those
               that are terminable at a Seller's  option upon less than 90 days'
               notice);

          (iv) provides for the use,  license,  assignment,  purchase or sale of
               material Intellectual Property; or

          (v)  the  consequences  of a  default  under  or  termination  of such
               Assigned Contract would reasonably be expected to have a Material
               Adverse Effect (collectively, the "Material Contracts").

     (b)  Other than as set forth on  Schedule  5.9,  no Seller nor, to Sellers'
          Knowledge,  any  other  party  to any of the  Material  Contracts  has
          commenced  any action  against  any of the  parties  to such  Material
          Contracts  or given or  received  any written  notice of any  material
          default  or  violation  under  any  Material  Contract  that  was  not
          withdrawn or  dismissed,  except only for those  defaults that will be
          cured in  accordance  with the Sale  Order  (or that need not be cured
          under the  Bankruptcy  Code to permit the assumption and assignment of
          the Assigned Contracts). Each of the Material Contracts is, or will be
          at the Closing,  valid, binding and in full force and effect against a
          Seller,  except as such Material  Contract may have been terminated in
          accordance with its terms or as otherwise set forth on Schedule 5.9.

                                       15
5.10  Intellectual  Property.  Schedule  1.1(l)  sets forth a complete  and
correct  list of all  material  patents  necessary  to operate  the LTV  Tubular
Business as currently  conducted and all registered  trademarks used exclusively
in the LTV Tubular  Business.  One of the  Sellers  owns,  individually  or with
another  Seller,  all right,  title and  interest  in and to, or has a valid and
enforceable  license to use,  all the  Intellectual  Property and not later than
five (5)  Business  Days prior to Closing  Sellers  shall  provide  buyer with a
schedule  setting  forth the owner of each piece of  Intellectual  Property  for
which it is  necessary  to file  notice  of  transfer  with any  Government.  To
Sellers'  Knowledge,  the  conduct  of the LTV  Tubular  Business  as  currently
conducted does not conflict with or infringe upon any  proprietary  right of any
third party in any material respect. Except as set forth on Schedule 5.10, there
is no Claim pending or, to Sellers' Knowledge,  threatened in writing,  that (i)
alleges any such conflict or  infringement  with any third  party's  proprietary
rights or (ii)  challenges any Seller's  ownership or use of, or the validity or
enforceability  of, any Intellectual  Property.  Except as set forth on Schedule
5.10, no Seller is under any  obligation  to pay royalties or other  payments in
connection with any Contract to use the Intellectual Property or restricted from
assigning its rights respecting Intellectual Property.

     5.11 Permits. As of the date of this Agreement,  Schedule 1.1(o) sets forth
a complete and correct list of all material Permits and all pending applications
therefor  obtained by any Seller in  connection  with the LTV Tubular  Business.
Except as set forth on Schedule  5.11 or as would not  reasonably be expected to
have a Material Adverse Effect,  each such Permit is valid and in full force and
effect, and is not subject to any pending or, to Sellers' Knowledge,  threatened
administrative or judicial proceeding to revoke, cancel, suspend or declare such
Permit  invalid in any respect.  Except as would not  reasonably  be expected to
have a Material Adverse Effect,  the Permits are and will on the Closing Date be
sufficient and adequate in all material  respects to permit the continued lawful
conduct of the LTV Tubular Business in the manner now conducted and, to Sellers'
Knowledge, none of the operations of the LTV Tubular Business is being conducted
in a manner that violates any of the terms or conditions  under which any Permit
was granted.

     5.12 Environmental  Matters. To Sellers' Knowledge,  except as set forth on
Schedule 5.12:

     (a)  Since January 1, 2001, there has been no release,  threatened release,
          spill, leak,  discharge or emission of any Hazardous  Materials to the
          air, surface water, groundwater or soil of the Real Property requiring
          corrective  action under,  or that is a violation  of, any  applicable
          Environmental Laws, except as would not reasonably be expected to have
          a Material Adverse Effect.

     (b)  Sellers are in compliance with applicable  Environmental  Laws, except
          where such  non-compliance  would not reasonably be expected to have a
          Material Adverse Effect.

     (c)  There is not currently in effect,  and since January 1, 2001 there has
          not been, any complaint,  Order, directive,  Claim, citation,  notice,
          information  request or  investigation  by any Government or any other
          Person with respect to any release,  threatened release,  spill, leak,
          discharge or emission of any Hazardous  Materials to the air,  surface
          water, groundwater or soil of the Real Property that is a violation or
          alleged

                                       16
violation of any applicable  Environmental  Laws, except where such matter would
not reasonably be expected to have a Material Adverse Effect.

     (d)  Sellers  have in full  force and  effect  all  material  environmental
          permits,  licenses and other authorizations  required to conduct their
          operations and are operating in material compliance thereunder, and to
          Sellers'  Knowledge  there is no reason (other than facts about Buyer)
          that would preclude Buyer from renewing or obtaining the reissuance in
          Buyer's  name  of  such  permits,  licenses  or  other  authorizations
          required by any  Environmental  Law to operate the Acquired  Assets as
          currently operated by Sellers.

     5.13 Sufficiency of Acquired Assets.  Except as set forth on Schedule 5.13,
the Acquired  Assets  constitute all of the assets  currently used by Sellers to
operate the LTV Tubular Business as currently operated by Sellers.

                                   ARTICLE 6
                     REPRESENTATIONS AND WARRANTIES OF BUYER

     Buyer hereby represents and warrants to Sellers as follows:

     6.1  Corporate  Organization.  Buyer is a  corporation  duly  incorporated,
validly  existing and in good standing under the Laws of the jurisdiction of its
incorporation,  and has all requisite  corporate  power and authority to own its
properties and assets and to conduct its business as now conducted.

     6.2 Authorization and Validity. Buyer has all requisite corporate power and
authority to enter into this Agreement and the Ancillary Agreements and to carry
out its obligations hereunder and thereunder. The execution and delivery of this
Agreement  and  the  Ancillary   Agreements  and  the   performance  of  Buyer's
obligations  hereunder and thereunder have been duly authorized by all necessary
corporate  action by the board of  directors  of Buyer,  and no other  corporate
proceedings  on the part of Buyer are  necessary  to authorize  such  execution,
delivery and  performance.  This  Agreement  has been duly executed by Buyer and
constitutes  its  valid  and  binding  obligation,  enforceable  against  it  in
accordance with its terms.

     6.3 No Conflict or Violation.  The execution,  delivery and  performance by
Buyer of this Agreement and the Ancillary Agreements do not and will not violate
or conflict with any provision of the  Organizational  Documents of Buyer and do
not and will not violate any provision of Law, or any Order applicable to Buyer,
nor will they result in a breach of or  constitute  (with due notice or lapse of
time or both) a default under any material Contract to which Buyer is a party or
by which it is bound or to which any of its properties or assets is subject.

     6.4 Consents and Approvals. The execution, delivery and performance of this
Agreement and the  Ancillary  Agreements by Buyer do not require the Consent of,
or filing with, any Government or any other Person except: (a) as required under
any Antitrust Law; (b) for entry of the Sale Order by the Bankruptcy  Court;  or
(c) for such  Consents and  filings,  the failure to obtain or make would not be
reasonably be expected to have a material adverse effect on the ability of Buyer
to consummate the transactions contemplated hereby.

                                       17
6.5  Availability  of Funds.  Buyer has, and on the Closing Date will have,
sufficient   funds   available  to  finance  and  consummate  the   transactions
contemplated by this Agreement.

     6.6 Adequate Assurances Regarding Assigned Contracts.  Buyer is and will be
capable of satisfying  the  conditions  contained in sections  365(b)(1)(C)  and
365(f) of the Bankruptcy Code with respect to the Assigned Contracts.

     6.7 Investigation by Buyer.  Buyer has conducted its own independent review
and  analysis  of the  Acquired  Assets  and  the  Assumed  Liabilities  and the
business, operations,  technology, assets, liabilities,  financial condition and
prospects  of the LTV  Tubular  Business  and  acknowledges  that  Sellers  have
provided Buyer with access to the personnel, properties, premises and records of
the  LTV  Tubular  Business  for  this  purpose.  Buyer  has  conducted  its own
independent  review of all  Orders  of, and all  motions,  pleadings,  and other
submissions to, the Bankruptcy Court in connection with the Bankruptcy Cases. In
entering into this Agreement, Buyer has relied solely upon its own investigation
and analysis,  and Buyer  acknowledges that (a) neither Sellers nor any of their
Related Persons or Affiliates makes or has made any  representation or warranty,
either  express or implied,  as to the  accuracy or  completeness  of any of the
information provided or made available to Buyer or any of its Related Persons or
Affiliates,  except as and only to the extent  expressly  set forth in Article 5
(which  are  subject  to the  limitations  and  restrictions  contained  in this
Agreement),  and (b) to the fullest extent  permitted by Law, none of Sellers or
any of their  respective  Related Persons or Affiliates shall have any liability
or  responsibility  whatsoever to Buyer or its Related  Persons or Affiliates on
any basis (including,  without limitation, in contract or tort, under securities
Laws or otherwise)  based upon any information  provided or made  available,  or
statements  made, to Buyer or Related  Persons or  Affiliates  (or any omissions
therefrom),   including,   without  limitation,   in  respect  of  the  specific
representations  and warranties of Sellers set forth in this Agreement,  except,
with regard to Sellers, as and only to the extent expressly set forth in Article
5 (which are  subject to the  limitations  and  restrictions  contained  in this
Agreement).

                                   ARTICLE 7
                     SCOPE OF REPRESENTATIONS AND WARRANTIES

     7.1 Warranties  Exclusive.  The  representations  and warranties  contained
herein are the only  representations  or warranties given by the parties and all
other  express  or implied  warranties  are  disclaimed.  Without  limiting  the
foregoing,  Buyer  acknowledges  that the Acquired  Assets are conveyed "AS IS,"
"WHERE IS" and "WITH ALL FAULTS" and that all warranties of  merchantability  or
fitness for a particular purpose are disclaimed. WITHOUT LIMITING THE FOREGOING,
BUYER  ACKNOWLEDGES  THAT NEITHER ANY SELLER NOR ANY OF THEIR RELATED PERSONS OR
AFFILIATES  HAS MADE ANY  REPRESENTATION  OR WARRANTY  CONCERNING (A) ANY USE TO
WHICH  THE  ACQUIRED  ASSETS  MAY  BE  PUT,  (B)  ANY  FUTURE  REVENUES,  COSTS,
EXPENDITURES,  CASH  FLOWS,  RESULTS  OF  OPERATIONS,   FINANCIAL  CONDITION  OR
PROSPECTS THAT MAY RESULT FROM THE OWNERSHIP, USE OR SALE OF THE ACQUIRED ASSETS
OR THE  ASSUMPTION  OF THE ASSUMED  LIABILITIES,  (C) ANY OTHER  INFORMATION  OR
DOCUMENTS MADE AVAILABLE TO BUYER OR ITS RELATED  PERSONS OR AFFILIATES,  OR (D)
EXCEPT AS  EXPRESSLY  SET FORTH IN

                                       18
ARTICLE 5, THE CONDITION OF THE ACQUIRED ASSETS, INCLUDING,  WITHOUT LIMITATION,
(I) COMPLIANCE WITH ANY  ENVIRONMENTAL  LAWS OR OTHER LAWS AND (II) THE PHYSICAL
CONDITION OF ANY PERSONAL  PROPERTY  COMPRISING A PART OF THE ACQUIRED ASSETS OR
THAT IS THE SUBJECT OF ANY OTHER LEASE OR CONTRACT TO BE ASSUMED BY BUYER AT THE
CLOSING, THE ENVIRONMENTAL  CONDITION OF ANY REAL PROPERTY UNDERLYING ANY OF THE
ACQUIRED  ASSETS  THAT ARE TO BE  TRANSFERRED  TO BUYER  AT  CLOSING  OR ARE THE
SUBJECT OF ANY REAL  PROPERTY  LEASE TO BE ASSUMED BY BUYER AT THE CLOSING,  THE
ZONING OF ANY SUCH REAL  PROPERTY  OR  IMPROVEMENTS,  THE VALUE OF THE  ACQUIRED
ASSETS (OR ANY PORTION THEREOF), THE TERMS, AMOUNTS,  VALIDITY OR ENFORCEABILITY
OF ANY ASSUMED LIABILITIES,  THE COLLECTIBILITY OF THE ACCOUNTS  RECEIVABLE,  OR
THE FITNESS OF THE PERSONAL PROPERTY OR ANY OTHER PORTION OF THE ACQUIRED ASSETS
FOR ANY PARTICULAR PURPOSE.  BUYER FURTHER  ACKNOWLEDGES THAT NEITHER ANY SELLER
NOR ANY OF  THEIR  RELATED  PERSONS  OR  AFFILIATES  HAS  MADE OR WILL  MAKE ANY
REPRESENTATION OR WARRANTY IN ANY ANCILLARY AGREEMENT.

     7.2 Survival of Representations and Warranties. None of the representations
or  warranties  of Sellers  set forth in this  Agreement  or in any  certificate
delivered  pursuant  to Section  13.3(a) or Section  13.3(b)  shall  survive the
Closing.

                                   ARTICLE 8
                              COVENANTS OF SELLERS

     Sellers hereby covenant to Buyer as follows:

     8.1 Actions  Before  Closing.  Sellers  shall use  commercially  reasonable
efforts to  perform  and  satisfy  all  conditions  to  Buyer's  obligations  to
consummate  the  transactions  contemplated  by this  Agreement  that  are to be
performed or satisfied by Sellers under this Agreement.

     8.2 Conduct of Business Before the Closing Date.  Without the prior written
consent  of  Buyer  and,  to  the  extent  required,  the  authorization  of the
Bankruptcy  Court,  after notice and a hearing,  between the date hereof and the
Closing  Date,  Sellers  shall not,  except as required or  expressly  permitted
pursuant to the terms hereof or of any  Ancillary  Agreement,  make any material
change in the Acquired  Assets,  taken as a whole, or enter into any transaction
other  than an  Alternative  Transaction  other than in the  ordinary  course of
business  consistent  with  past  practices.  Except as may be  required  by the
Bankruptcy Court and approved by Buyer,  from the date hereof until the Closing,
Sellers shall conduct the LTV Tubular Business in the ordinary course consistent
with past practice since  December 29, 2000.  Between the date of this Agreement
and the Closing,  Sellers shall not,  without  Buyer's  consent,  enter into any
Contract  that would have been  required to be listed on  Schedule  5.9 had such
Contract  been in effect on the date hereof.  Upon such consent  being given and
any Seller  entering into any such  Contract,  Schedule 5.9 and, if  applicable,
Schedule 5.4 shall automatically be amended to include such Contract.

                                       19
8.3 Sale Order. Sellers shall obtain an entry by the Bankruptcy Court of an
Order  approving the sale of the Acquired Assets to Buyer  substantially  in the
form of Exhibit B hereto (the "Sale Order").

     8.4 Consents  and  Approvals.  Sellers  shall use  commercially  reasonable
efforts to obtain all necessary consents, waivers,  authorizations and approvals
of all Governments, and of all other Persons, required to be obtained by Sellers
in  connection  with the  execution,  delivery and  performance  by them of this
Agreement; provided, however, that nothing in this Agreement shall impose on any
Seller any obligation to negotiate  with, to obtain the consent of, or to obtain
any waiver from, the USWA or any other labor union.

     8.5 Access to Properties, Books and Records; Confidentiality. Sellers shall
afford to Buyer, and to the accountants,  counsel and  representatives of Buyer,
reasonable  access during normal  business hours  throughout the period prior to
the  Closing  Date (or the earlier  termination  of this  Agreement  pursuant to
Article  14) to all books and  records of Sellers  relating  to the LTV  Tubular
Business (to the extent  permitted  under Law).  Upon  reasonable  prior notice,
Sellers shall also afford Buyer reasonable access, during normal business hours,
to the LTV Tubular  Business,  all operations of the LTV Tubular Business and to
all Acquired Assets  throughout the period prior to the Closing Date. The rights
of access  contained  in this  Section 8.5 are  granted  subject to, and on, the
following terms and  conditions:  (a) any such  investigation  shall not include
physical  testing or sampling,  other than (i) with the prior written consent of
Sellers,  or (ii) as provided in Section 10.1,  and shall be exercised in such a
manner as not to interfere  unreasonably  with the  operation of the LTV Tubular
Business;  (b) during the period from the date hereof to the Closing  Date,  all
information  provided to Buyer or its agents or  representatives by or on behalf
of Sellers or their agents or representatives  (whether pursuant to this Section
8.5 or  otherwise)  shall be  governed  by and  subject  to the  Confidentiality
Agreement,   dated  as  of  June  13,  2002,   between  Buyer  and  Parent  (the
"Confidentiality  Agreement"); and (c) such rights of access shall not affect or
modify the conditions set forth in Article 13 in any way.

     8.6 Phase I Environmental Site Assessments. Sellers shall cause the Phase I
Environmental  Site Assessment for each of the five facilities  constituting the
LTV Tubular Plants, each prepared by Civil & Environmental Consultants, Inc. and
dated June 28,  2002,  to be  certified  to and for the  benefit of Buyer and JP
Morgan Chase  individually and as agent for Buyer's banking group in a statement
of reliance letter  substantially in the form of Schedule 8.6(a), and subject to
the  qualifications  set forth on Schedule 8.6(b),  specify thereon adherence to
ASTM Designation E-1527-00.

     8.7 Additional Cure Costs. Sellers shall, on or prior to the Closing,  cure
or make  provision  to cure any and all  monetary  defaults  under the  Assigned
Contracts  greater than Aggregate Cure Costs that are required to be cured under
the  Bankruptcy  Code,  so that such  Contracts  may be assumed  by Sellers  and
assigned  to Buyer in  accordance  with the  provisions  of  section  365 of the
Bankruptcy Code.

     8.8  Inventory.  The physical  quantities at the various LTV Tubular Plants
will be  verified  through  testing of the  perpetual  inventory  records,  on a
representative  sample basis consistent with the past practices of LTV, not more
than three (3) days before the anticipated

                                       20
Closing Date, with  representatives  of Sellers and Buyer present.  Inventory at
warehouses  and  processors  will be verified by written  confirmation  from the
warehouse or processor.

     8.9 Further  Assurances.  Upon the request and at the sole expense of Buyer
at any time after the Closing  Date,  Sellers  shall  execute  and deliver  such
documents  as Buyer or its  counsel may  reasonably  request to  effectuate  the
purposes of this Agreement.

     8.10  Notification of a Breach.  Between the date of this Agreement and the
Closing  Date,  Sellers  shall  promptly  notify  Buyer in writing if any of the
Sellers  become aware of 1. any fact or condition  that causes or  constitutes a
breach of any of Sellers'  representations and warranties made as of the date of
this Agreement or 1. the occurrence after the date of this Agreement of any fact
or  condition  that  would or be  reasonably  likely  to  (except  as  expressly
contemplated  by this  Agreement)  cause  or  constitute  a  breach  of any such
representation  or warranty had that  representation or warranty been made as of
the time of the occurrence of, or Sellers' discovery of, such fact or condition.
Should any fact or  condition  require any change to a Schedule,  Sellers  shall
promptly take any action required by and in accordance with Section 16.3. During
the same period,  Sellers also shall promptly  notify Buyer of the occurrence of
any breach of any covenant of Sellers in this Article 8.

                                   ARTICLE 9
                               COVENANTS OF BUYER

     Buyer hereby covenants to Sellers as follows:

     9.1  Actions  Before  Closing  Date.   Buyer  shall  use  all  commercially
reasonable efforts to perform and satisfy all conditions to Sellers' obligations
to consummate  the  transactions  contemplated  by this Agreement that are to be
performed or satisfied by Buyer under this Agreement.

     9.2 Consents and  Approvals.  Buyer shall use all  commercially  reasonable
efforts to obtain all consents and approvals of all  Governments,  and all other
Persons,   required  to  be  obtained  by  Buyer  to  effect  the   transactions
contemplated  by this  Agreement.  Buyer shall  promptly take all actions as are
reasonably  requested by Sellers to assist in obtaining the  Bankruptcy  Court's
entry of the Sale Order, including,  without limitation,  furnishing affidavits,
financial  information  or other  documents or  information  for filing with the
Bankruptcy Court and making Buyer's employees and  representatives  available to
testify before the Bankruptcy Court.

     9.3 Adequate Assurances Regarding Assigned Contracts.  With respect to each
Assigned Contract,  to the extent requested by the Bankruptcy Court,  Sellers or
the  counterparty  to such Contract,  Buyer shall provide the Bankruptcy  Court,
Sellers or such  counterparty,  as the case may be,  adequate  assurance  of the
future performance of such Assigned Contract by Buyer.

     9.4 Cure of Defaults. Buyer shall, on or prior to the Closing, cure any and
all defaults  under the Assigned  Contracts  that are required to be cured under
the  Bankruptcy  Code,  so that such  Contracts  may be assumed  by Sellers  and
assigned  to Buyer in  accordance  with the  provisions  of  section  365 of the
Bankruptcy Code; provided,  however,  that Buyer shall not be required to expend
in excess of the Aggregate Cure Costs to cure such defaults.

                                       21
9.5  Access to  Business  Records.  From and after the  Closing  Date for a
period of not more than  seven (7) years,  Buyer  shall  provide to Sellers  and
their attorneys,  accountants and other representatives (after reasonable notice
and during normal  business  hours and without charge to Sellers) such access to
the Business Records as Sellers may reasonably deem necessary. Such access shall
include, without limitation, access to any computerized information systems that
contain data regarding the Acquired Assets. In addition, Buyer acknowledges that
Sellers have the right to retain originals or copies of the Business Records.

     9.6 Union Agreement.  Buyer will offer to enter into collective  bargaining
agreements  with the USWA for the Counce Plant,  the Elyria Plant,  the Ferndale
plant and the Youngstown Plant which offer wages and welfare benefits to current
active  employees  that are not less  favorable to such employees than the wages
and welfare  benefits  proposed by Buyer to the USWA in drafts  dated August 30,
2002 at their first meeting,  and will use  commercially  reasonable  efforts to
enter into such  collective  bargaining  agreements  on or prior to October  25,
2002.

                                   ARTICLE 10
                              ENVIRONMENTAL MATTERS

     10.1 Additional Environmental Investigation.

     (a)  Buyer has engaged MECX, LLC (the "Environmental Consultant"), pursuant
          to the  terms  of a  letter  agreement  dated  October  1,  2002  (the
          "Assessment  Agreement"),  to  prepare  a work  plan  for a  Phase  II
          environmental  assessment  of each LTV Tubular  Plant  (each,  a "Work
          Plan") and, subject to the terms of this Section 10.1, to carry out an
          environmental  site  assessment  pursuant  to each  such Work Plan and
          prepare  a  report  of the  findings  arising  therefrom  for each LTV
          Tubular  Plant.  The  Assessment  Agreement  shall not be  amended  or
          modified without Seller's consent. Buyer shall cause the Environmental
          Consultant to carry out all work pursuant to the terms of this Section
          10.1.

     (b)  Buyer has caused the  Environmental  Consultant to complete Work Plans
          for a Phase II  evaluation  for each LTV  Tubular  Plant  and  deliver
          copies thereof to Parent prior to the date hereof.  Each Work Plan was
          prepared at Buyer's sole expense and  specifies in  reasonable  detail
          all  actions to be taken by the  Environmental  Consultant  including,
          without  limitation,  the area of concern,  the location at which soil
          and water samples are to be taken,  the nature of the types of samples
          to be taken, the procedures to be followed in performing the sampling,
          the parameters for which sampling is to be performed and the frequency
          of sampling at each sampling location.

     (c)  Buyer and Parent  shall  jointly  review  all Work Plans and may,  but
          shall not be required to,  agree on any  modification  thereto.  On or
          prior to October 21, 2002,  Parent shall notify Buyer whether any Work
          Plan  (with such  modifications,  if any,  as have been  agreed to) is
          unacceptable.

     (d)  At any time after the  conditions  contained  in Sections  13.2(d) and
          13.3(c) have been satisfied or waived (the date of such  satisfaction,
          the "Satisfaction Date"),

                                       22
Buyer  may  cause  the  Environmental  Consultant  to carry out a site
          assessment  in  accordance   with  each  Work  Plan  (each,   a  "Site
          Assessment").  Any such Site  Assessment  which  Buyer  elects to have
          conducted shall be limited solely to those activities described on the
          Work Plan; provided,  however,  that additional activities proposed by
          the  Environmental  Consultant may be added to the Site  Assessment if
          (i)  such  additional  activities  will  not  delay  delivery  of  the
          Environmental  Report beyond  January 10, 2003;  (ii) such  additional
          activities address potential Required Response Conditions disclosed by
          the Site Assessment;  and (iii) Parent gives its consent,  which shall
          not be unreasonably delayed or withheld. Each Site Assessment shall be
          conducted  at  Buyer's   sole  cost  and   expense.   Buyer  shall  be
          responsible,  at its sole cost and  expense,  for the  management  and
          disposal of any wastes  generated by Environmental  Consultant  during
          any Site  Assessment in compliance  with all  applicable  laws and for
          restoring  the  condition of any part of any LTV Tubular Plant that is
          disturbed as a result of the Site Assessment.  Parent shall permit the
          Environmental Consultant access to the LTV Tubular Facilities to carry
          out the Site Assessments and will use commercially  reasonable efforts
          to facilitate Site Assessments  (without interfering with normal plant
          operations).  Parent (or its agents) shall be permitted to observe all
          aspects of each Site Assessment.  The  Environmental  Consultant shall
          complete  each Site  Assessment  and  deliver a report to Buyer and to
          Parent (each, an  "Environmental  Report") as promptly as practicable,
          and in any event on or prior to January 10, 2003;  provided,  however,
          that  the due date for each  Environmental  Report  shall be  extended
          beyond  January  10,  2003 by one (1) day for each  day by  which  the
          Satisfaction  Date is after  October 28,  2002,  up to a maximum of 44
          days.

     (e)  Each  Environmental  Report shall identify those sets of circumstances
          and conditions,  if any, that create a current affirmative  obligation
          under applicable  Environmental Laws to undertake some Response Action
          (each, a "Required Response Condition") and contain an estimate of the
          cost of the most  cost-effective  Response  Action,  if any,  required
          under Environmental Laws to bring the Required Response Condition into
          compliance  with  standards   applicable  to  industrial   properties,
          assuming   such  LTV  Tubular   Plant   remains  in   operation  as  a
          manufacturing  facility (the "Cost Estimate").  In preparing each Cost
          Estimate,  the  Environmental  Consultant  shall  (i)  apply  the most
          cost-effective standards applicable to industrial locations, including
          risk-based assessments,  (ii) assume all required expenditures will be
          made at the latest time  consistent  with  Environmental  Laws,  (iii)
          discount all future  expenditures  to take into account the time value
          of money using an 6% discount  rate,  and (iv)  identify  the specific
          cost  (as  opposed  to a range of  costs)  that,  in its  professional
          judgment,  represents for each Required Response  Condition the median
          (50th percentile)  statistical  probability  occurrence of the cost of
          remediation.  The Cost  Estimate for any LTV Tubular  Plant covered by
          any Environmental Report not timely delivered shall be $0.

     (f)  If the sum of the Cost Estimates is less than $2.0 million,  Buyer and
          Parent shall have no further  rights under this Section 10.1 and there
          shall  be no  Environmental  Escrow  Fund.  If the  sum  of  the  Cost
          Estimates exceeds $2.0 million,  then (i) at Closing Buyer shall place
          into  escrow a portion of the  Purchase  Price equal to the sum of (x)
          fifty  percent  (50%) of that  portion of the Cost  Estimates  that is
          greater  than  $2.0  million,  but less than  $6.0  million,  plus (y)
          one-hundred  percent (100%)

                                       23
of that  portion  of the Cost  Estimates  that is  greater  than  $6.0
          million  (the sum of these  amounts  being the  "Environmental  Escrow
          Fund");  (ii) Buyer and Seller shall have no further rights under this
          Section 10.1; and (iii) the provisions of Section 10.2 shall apply.

     10.2  Environmental  Escrow. If Buyer is required to fund the Environmental
Escrow Fund at Closing,  at Closing  Buyer and Seller shall enter into an escrow
agreement having the following terms and conditions (the  "Environmental  Escrow
Agreement"):

     (a)  The  Environmental  Escrow  Fund  shall be  deposited  by Buyer at the
          Closing.

     (b)  The Escrow  Agent  shall be  authorized,  upon  delivery by Buyer of a
          proper  certificate,   to  periodically  release  to  Buyer  from  the
          Environmental  Escrow Fund an amount equal to the Sellers'  Portion of
          any Appropriate  Environmental  Expense.  "Sellers' Portion" means (i)
          zero percent (0%) of the cumulative Appropriate Environmental Expenses
          up  to  $2.0  million;   (ii)  50%  of  the   cumulative   Appropriate
          Environmental  Expenses in excess of $2.0 million but not in excess of
          $6.0 million;  and (iii)  one-hundred  percent (100%) of the excess of
          the cumulative  Appropriate  Environmental Expenses over $6.0 million,
          up to the full amount of the Environmental  Escrow Fund.  "Appropriate
          Environmental  Expense" means (x) costs actually  incurred by Buyer to
          remediate a Required Response Condition into compliance with standards
          applicable   to   industrial   properties   and   applying   the  most
          cost-effective   remediation   program   consistent   with  applicable
          Environmental Laws and (y) (without duplication) the net present value
          (using a 6% annual  discount rate) of costs to be incurred by Buyer to
          remediate a Required Response Condition where the most  cost-effective
          means of  remediation  will  require  expenditures  beyond  the second
          anniversary of the Closing Date.  Appropriate  Environmental  Expenses
          described in clause (y) of the definition thereof shall be calculated,
          and  the  Sellers'   Portion  thereof  shall  be  withdrawn  from  the
          Environmental Escrow Fund, immediately prior to the second anniversary
          of the Closing Date.

     (c)  Upon  the  earlier  to  occur  of (i)  substantial  completion  of the
          remediation of all Required  Response  Conditions,  or (ii) the second
          anniversary  of  Closing,  all  remaining  funds in the  Environmental
          Escrow Fund would be released to the Sellers.

     (d)  Terms  and   conditions   not   pertaining   to  the  release  of  the
          Environmental  Escrow Fund will be substantially  similar to the terms
          and conditions of the Deposits Escrow  Agreement;  provided,  however,
          that Buyer shall have the right to  collaterally  assign its rights in
          substantially the same manner as provided by Section 16.1.

                                   ARTICLE 11
                                ANTITRUST MATTERS

     Buyer hereby covenants to Sellers, and Sellers hereby covenant to Buyer, as
follows:

     11.1  Antitrust  Filings.  Subject  to the  terms  and  conditions  of this
Agreement,  each party shall use its commercially reasonable efforts to 1. take,
or cause to be taken,  all  actions  and to do, or cause to be done,  all things
necessary under applicable Laws to consummate

                                       24
the  transactions  contemplated  by this Agreement;  1. file a Notification  and
Report Form  pursuant to the HSR Act within  five  Business  Days after the date
hereof;  1. supply as promptly as  practicable  any additional  information  and
documentary material that may be requested or required pursuant to any Antitrust
Law, including,  without limitation, the HSR Act; and 1. cause the expiration or
termination  of the  applicable  waiting  periods under the HSR Act or any other
Antitrust Law as soon as practicable.

     11.2 Cooperation; Confidentiality Agreement. In connection with the efforts
referenced in Section 11.1 to obtain all requisite  approvals and authorizations
for the  transactions  contemplated  by this Agreement  under the HSR Act or any
other  Antitrust  Law,  each of the parties  shall use  commercially  reasonable
efforts  to 1.  cooperate  with  each  other in  connection  with any  filing or
submission and in connection with any investigation or other inquiry,  including
any proceeding  initiated by a private party; 1. keep the other parties informed
in all material  respects of any material  communication  received by such party
from,  or  given  by  such  party  to,  any   Government  and  of  any  material
communication  received or given in connection  with any proceeding by a private
party, in each case regarding any of the transactions  contemplated  hereby; and
1. permit the other party to review any material  communication  given to it by,
and  consult  with each other in advance of any meeting or  conference  with any
Government,  including, without limitation, in connection with any proceeding by
a private party. The foregoing obligations in this Section 11.2 shall be subject
to the Confidentiality Agreement and any attorney-client,  work product or other
privilege,  and each of the parties hereto shall  coordinate and cooperate fully
with the other parties hereto in exchanging such  information and providing such
assistance as such other parties may reasonably  request in connection  with the
foregoing and in seeking early  termination  of any applicable  waiting  periods
under  Antitrust  Law.  The parties  will not take any action that will have the
effect  of  delaying,   impairing  or  impeding  the  receipt  of  any  required
authorizations, consents, Orders or approvals. "Antitrust Law" means the Sherman
Act, as amended,  the Clayton Act, as amended,  the HSR Act,  the Federal  Trade
Commission  Act, as amended,  and all other Laws and Orders that are designed or
intended to prohibit,  restrict or regulate actions having the purpose or effect
of  monopolization  or restraint of trade or  lessening of  competition  through
merger or acquisition. "Antitrust Approval" means any approval or consent of any
Government  required  under any  applicable  Antitrust Law or the  expiration or
termination of any applicable waiting period under any applicable Antitrust Law.

     11.3  Objections or Other  Challenges.  If any objections are asserted with
respect to the  transactions  contemplated  hereby under any Antitrust Law or if
any suit is instituted by any Government or any private party challenging any of
the transactions  contemplated hereby as violative of any Antitrust Law, each of
the parties shall use commercially reasonable efforts to resolve such objections
or challenge as such  Government or private party may have to such  transactions
under such Antitrust  Law,  including to vacate,  lift,  reverse or overturn any
Order, whether temporary, preliminary or permanent, so as to permit consummation
of the transactions contemplated by this Agreement.

                                       25
ARTICLE 12
                                      TAXES

     12.1 Taxes Related to Purchase of Assets.  All state and local sales,  use,
gross-receipts,  transfer, gains, excise,  value-added or other similar Taxes in
connection  with the  transfer of the Acquired  Assets,  and all  recording  and
filing fees that may be imposed by reason of the sale, transfer,  assignment and
delivery of the Acquired Assets and that are not exempt under section 1146(c) of
the Bankruptcy Code (collectively,  "Transaction Taxes"), shall be paid by Buyer
on or prior to their due date.

     12.2 Proration of Real and Personal  Property Taxes.  All real and personal
property  taxes and  assessments  on the Acquired  Assets for any taxable period
commencing  prior  to the  day  immediately  preceding  the  Closing  Date  (the
"Adjustment Date") and ending after the Adjustment Date (a "Straddle Period"), a
complete list of which has been attached by Sellers as Schedule  12.2,  shall be
prorated between Buyer and Sellers as of the close of business on the Adjustment
Date based on the best information then available,  with 1. Sellers being liable
for such Taxes  attributable to any portion of a Straddle Period ending prior to
the Adjustment Date and 1. Buyer being liable for such Taxes attributable to any
portion  of a  Straddle  Period  beginning  on or  after  the  Adjustment  Date.
Information  available  subsequent to the Adjustment Date that alters the amount
of Taxes due with  respect to a Straddle  Period will not be taken into  account
and will not affect the amount of Taxes allocated to Sellers or Buyer.  All such
prorations  shall be  allocated  so that  items  relating  to the  portion  of a
Straddle  Period  ending  prior to the  Adjustment  Date shall be  allocated  to
Sellers  based  upon the  number  of days in the  Straddle  Period  prior to the
Adjustment Date and items related to the portion of a Straddle Period  beginning
on or after the  Adjustment  Date  shall be  allocated  to Buyer  based upon the
number  of days in the  Straddle  Period  from and after  the  Adjustment  Date;
provided,  however,  that the parties  shall  allocate any real  property Tax in
accordance  with section 164(d) of the Code.  The amount of all such  prorations
that must be paid in order to convey the Acquired Assets to Buyer free and clear
of all Liens  other than  Permitted  Liens shall be  calculated  and paid on the
Closing  Date;  all other  prorations  shall be  calculated  and paid as soon as
practicable thereafter.

     12.3  Cooperation on Tax Matters.  Buyer and Sellers shall furnish or cause
to be furnished to each other, as promptly as practicable,  such information and
assistance  relating to the LTV Tubular Business as is reasonably  necessary for
the preparation and filing of any Tax Return, claim for refund or other required
or optional filings  relating to Tax matters,  for the preparation for and proof
of facts during any Tax audit, for the preparation for any Tax protest,  for the
prosecution or defense of any suit or other  proceeding  relating to Tax matters
and for the answer to any  governmental  or regulatory  inquiry  relating to Tax
matters.

     12.4  Retention  of Tax  Records.  After  the  Closing  Date and  until the
expiration of all statutes of limitation  applicable to Sellers' liabilities for
Taxes, Buyer shall retain possession of all accounting,  business, financial and
Tax records and  information  that (a) relate to the Acquired  Assets and are in
existence on the Closing Date and (b) come into existence after the Closing Date
but relate to the Acquired  Assets before the Closing Date, and Buyer shall give
Sellers  notice and an  opportunity to retain any such records in the event that
Buyer determines to destroy or dispose of them during such period.  In addition,
from and after the  Closing  Date,  Buyer  shall  provide to  Sellers  and their
attorneys,  accountants and other  representatives  (after

                                       26
reasonable  notice  and  during  normal  business  hours and  without  charge to
Sellers) access to the books, records,  documents and other information relating
to the Acquired  Assets as Sellers may reasonably deem necessary to (i) properly
prepare for, file, prove,  answer,  prosecute and defend any Tax Return,  claim,
filing, tax audit, tax protest, suit, proceeding or answer or (ii) administer or
complete  any cases  under  chapter 11 of the  Bankruptcy  Code of or  including
Sellers.  Such  access  shall  include,   without  limitation,   access  to  any
computerized  information  systems  that  contain  data  regarding  the Acquired
Assets.

     12.5  Allocation of Purchase  Price and Purchase  Price  Allocation  Forms.
Buyer and Sellers shall allocate the Purchase Price, the Assumed Liabilities and
other relevant items among the Acquired  Assets in accordance  with section 1060
of the Code (the "Allocation") as soon as reasonably  practicable after the date
hereof.  Such  allocation  shall be solely for  purposes  of  federal  taxation.
Sellers and Buyer shall  cooperate in filing with the Internal  Revenue  Service
their  respective Forms 8594 as provided for in section 1060 of the Code and any
other form required to be filed with any Government on a basis  consistent  with
the  Allocation,  and Buyer and  Sellers  shall  reflect the  Allocation  on any
relevant  Tax  Returns  required  to be filed as a  result  of the  transactions
contemplated hereby.

                                   ARTICLE 13
                 CONDITIONS PRECEDENT TO PERFORMANCE BY PARTIES

     13.1  Conditions  Precedent  to  Performance  by  Sellers  and  Buyer.  The
respective  obligations  of Sellers  and Buyer to  consummate  the  transactions
contemplated by this Agreement are subject to the  satisfaction or waiver (other
than the  condition  contained in Section  13.1(a),  the  satisfaction  of which
cannot be waived), on or prior to the Closing Date, of the following conditions:

     (a)  Sale Order.  The  Bankruptcy  Court shall have entered the Sale Order,
          and no Order staying, reversing,  modifying or amending the Sale Order
          shall be in effect on the Closing Date.

     (b)  Antitrust Approvals.  The applicable waiting periods under the HSR Act
          and any other Antitrust Law shall have expired or terminated.

     (c)  No Violation of Orders.  No  preliminary  or permanent  injunction  or
          other Order that declares this Agreement or any of the other Ancillary
          Agreements  invalid or  unenforceable  in any respect or that prevents
          the  consummation of the transactions  contemplated  hereby or thereby
          shall be in effect.

     13.2  Conditions  Precedent to Performance by Sellers.  The  obligations of
Sellers to  consummate  the  transactions  contemplated  by this  Agreement  are
subject to the  satisfaction,  on or before the Closing  Date,  of the following
conditions,  any one or more of  which  may be  waived  by  Parent  in its  sole
discretion:

     (a)  Representations  and  Warranties  of Buyer.  All  representations  and
          warranties  made by Buyer in this Agreement  shall be true and correct
          on and as of the  Closing  Date as if again made by Buyer on and as of
          such  date  (except  for those  representations  and  warranties  that
          expressly   relate  to  a   particular   date,   in  which  case

                                       27
such  representations  and warranties shall have been true and correct
          as of such  date),  except for  failures  to be true and correct as of
          such date that  have not  resulted  in a  material  adverse  effect on
          Buyer's  ability to execute and deliver this  Agreement or its ability
          to perform its obligations hereunder,  and Sellers shall have received
          a certificate dated as of the Closing Date and signed by the President
          of Buyer to that effect.

     (b)  Performance of the Obligations of Buyer. Buyer shall have performed in
          all material respects all obligations required under this Agreement to
          be  performed by it on or before the Closing Date (except with respect
          to the  obligation to pay the Purchase  Price in  accordance  with the
          terms of this Agreement,  which  obligation  shall be performed in all
          respects as required  under this  Agreement),  and Sellers  shall have
          received a certificate  dated as of the Closing Date and signed by the
          President of Buyer to that effect.

     (c)  Cure of Defaults.  Buyer shall, on or prior to the Closing, have cured
          any and all defaults under the Assigned Contracts that are required to
          be cured under the Bankruptcy Code and have provided all assurances of
          future performance required to be provided by Buyer hereunder, so that
          the Assigned Contracts may be assumed by Sellers and assigned to Buyer
          in accordance  with the  provisions  of section 365 of the  Bankruptcy
          Code;  provided,  however,  that Buyer shall not have been required to
          expend more than the Aggregate Cure Costs to cure such defaults.

     (d)  USWA  Agreements.  Buyer shall have entered into  agreements  with the
          USWA recognizing it as the bargaining representative for the employees
          with the existing  bargaining  units of the Counce  Plant,  the Elyria
          Plant  and  the  Youngstown   Plan,  Buyer  shall  have  entered  into
          agreements  with the USWA  establishing  the terms and  conditions  of
          employment  at such plants as of the Closing,  and the USWA shall have
          waived any right to bid on the Counce Plant.

     (e)  Environmental  Condition.  Parent  shall have no  further  termination
          rights under Section 14.2(a)(vii) or Section 14.2(a)(viii).

     13.3 Conditions  Precedent to the Performance by Buyer.  The obligations of
Buyer to consummate the transactions  contemplated by this Agreement are subject
to the satisfaction, on or before the Closing Date, of the following conditions,
any one or more of which may be waived by Buyer in its sole discretion:

     (a)  Representations  and Warranties of Sellers.  All  representations  and
          warranties made by Sellers in this Agreement shall be true and correct
          on and as of the Closing Date as if again made by Sellers on and as of
          such  date  (except  for those  representations  and  warranties  that
          expressly   relate  to  a   particular   date,   in  which  case  such
          representations  and warranties shall have been true and correct as of
          such  date),  except for any such  failures  to be true and correct as
          would not  result,  individually  or in the  aggregate,  in a Material
          Adverse Effect;  and Buyer shall have received a certificate dated the
          Closing Date and signed by the  President or a Vice  President of each
          of Sellers to that effect.

                                       28
(b)  Performance  of  the  Obligations  of  Sellers.   Sellers  shall  have
          performed in all material respects all obligations required under this
          Agreement  to be  performed  by them on or  before  the  Closing  Date
          (except  with respect to the  obligation  to cure  defaults  under the
          Assigned Contracts in accordance with the terms of Section 8.7 of this
          Agreement,  which  obligation  shall be  performed  in all respects as
          required  under  this  Agreement),  and Buyer  shall  have  received a
          certificate  dated the Closing  Date and signed by the  President or a
          Vice President of each of Sellers to that effect.

     (c)  USWA Agreements.  Buyer shall have entered into one or more collective
          bargaining agreements, and to the extent required, each such agreement
          shall  have been  ratified  with the USWA for the  Counce  Plant,  the
          Elyria Plant, the Ferndale plant and the Youngstown Plant.

     (d)  Environmental  Condition.  Buyer  shall  have no  further  termination
          rights under Section 14.2(a)(iv).

     (e)  Financial Statements.  Sellers shall have delivered to Buyer financial
          statements  of the LTV  Tubular  Business  for the nine  month  period
          ending  September  30, 2002 that meet the  requirements  of Regulation
          S-X, 17 CFR ss. 210 and that have been audited by E&Y.

                                   ARTICLE 14
                      TERMINATION AND EFFECT OF TERMINATION

     14.1  Right  of  Termination.  Notwithstanding  anything  to  the  contrary
contained  herein,  this  Agreement may be  terminated  only as provided in this
Article 14. In the case of any such  termination,  the  terminating  party shall
give notice to the other party  specifying  the provision  pursuant to which the
Agreement is being terminated.

     14.2 Termination Without Default.

     (a)  This Agreement may be terminated at any time before Closing:

          (i)  by mutual consent of Parent and Buyer,  given in accordance  with
               Sections 16.8;

          (ii) by  Buyer,  on any  date  that is after  January  15,  2003  (the
               "Termination  Date"), if any condition  contained in Section 13.1
               has not been  satisfied  or  waived  as of such  time;  provided,
               however,  that Buyer shall not have the right to  terminate  this
               Agreement  under this Section  14.2(a)(ii) if Buyer's  failure to
               fulfill any of its obligations under this Agreement is the reason
               that the Closing has not occurred on or before said date;

          (iii)by  Buyer,  on any date  after  October  25,  2002  and  prior to
               November 2, 2002, if the condition  contained in Section  13.3(c)
               has not been satisfied;  provided,  however, that Buyer shall not
               have the right to  terminate  this  Agreement  under this Section
               14.2(a)(iii) if Buyer's failure to fulfill any of its

                                       29
obligations  under Section 9.6 is the reason that satisfaction of
               such condition has not occurred;

          (iv) By Buyer,  at any time prior to January 10,  2003,  if the sum of
               the Cost Estimates exceeds $20.0 million;

          (v)  by Parent, on any date that is after the Termination Date, if any
               condition  contained  in Section  13.1 has not been  satisfied or
               waived as of such time; provided,  however, that Parent shall not
               have the right to  terminate  this  Agreement  under this Section
               14.2(a)(v)   if   Sellers'   failure  to  fulfill  any  of  their
               obligations  under this  Agreement is the reason that the Closing
               has not occurred on or before said date;

          (vi) by Parent, on any date at any time after October 25, 2002, if the
               condition contained in Section 13.2(d) has not been satisfied;

          (vii)by Parent,  at any time prior to October 21, 2002,  automatically
               upon notice to Buyer as  permitted  by Section  10.1(c)  that any
               Work Plan is unacceptable to Parent;

          (viii) By Parent, at any time prior to January 10, 2003, if the sum of
               the Cost Estimates exceeds $10.0 million; or

          (ix) by either  Buyer or Parent,  immediately  upon an Order  becoming
               final and  non-appealable  that declares this Agreement or any of
               the Ancillary Agreements invalid or unenforceable in any material
               respect or that  prevents the  consummation  of the  transactions
               contemplated hereby or thereby (a "Termination Order"); provided,
               however,  that  neither  Parent nor Buyer shall have the right to
               terminate this Agreement pursuant to this Section  14.2(a)(ix) if
               such party or any of its  Affiliates  has sought entry of, or has
               failed to use all commercially reasonable efforts to oppose entry
               of, such Termination Order.

     (b)  The  Termination  Date  and the  dates  specified  in each of  Section
          14.2(a)(iv) and Section 14.2(a)(viii) shall be extended by one (1) day
          for each day by which the Satisfaction Date is after October 28, 2002,
          up to a maximum of 44 days.

     (c)  If this Agreement is terminated  pursuant to Section 14.2(a),  (i) the
          Deposits,  together  with  any  interest  accrued  thereon,  shall  be
          returned to Buyer,  (ii) this Agreement shall become null and void and
          have no effect (other than this Article 14, Article 15, Article 16 and
          Article  17,  which  shall  survive  termination),  and (iii)  none of
          Sellers,  Buyer or any of their respective  Related Parties shall have
          any liability or obligation  arising under or in connection  with this
          Agreement.

     14.3 Effect of Failure of Sellers'  Conditions  to Closing.  If,  after the
Termination  Date and before Closing (so long as Sellers' failure to fulfill any
of their  obligations  under this  Agreement  has not been the  reason  that the
Closing shall not have been  consummated

                                       30
on or before such date),  any condition  contained in Section  13.2(a),  Section
13.2(b),  Section 13.2(c) or Section 13.2(e) has not been satisfied or waived by
Parent, then:

     (a)  If the failure of the condition is due to Buyer's  willful  failure to
          perform  its  obligations  hereunder,  Parent  shall  have the  right,
          subject  to the  waiver by Parent or  satisfaction  of the  conditions
          contained  in  Section  13.1,  to obtain an Order  requiring  Buyer to
          specifically perform all of its obligations under this Agreement.

     (b)  If the failure of the  condition  is due to any  inaccuracy  of any of
          Buyer's representations or warranties or to Buyer's failure to perform
          its  obligations  hereunder  for  any  reason,  then  Parent  may  (i)
          terminate this Agreement; (ii) retain the Deposits,  together with any
          interest accrued thereon,  as agreed damages and without the necessity
          for  proof of actual  damages;  and (iii)  pursue  any other  remedies
          available  to  Sellers  at Law and  Seller  shall  be able to  recover
          damages,  if proven,  provided,  however,  that in no event  shall the
          amounts  paid to Sellers  pursuant  to clauses  (ii) and (iii) of this
          Section 14.3(b) exceed $13.0 million; provided,  further, that Sellers
          shall  not have the  right to  terminate  this  Agreement  under  this
          Section 14.3(b) if Sellers'  failure to fulfill any of its obligations
          under this Agreement has been the reason that the Closing has not been
          consummated on or before said date.

     14.4 Effect of Failure of Buyer's Conditions to Closing.

     (a)  Buyer may terminate this  Agreement at any time after the  Termination
          Date and before Closing if any condition contained in Section 13.3(a),
          Section  13.3(b),  Section  13.3(d)  or Section  13.3(e)  has not been
          satisfied  or waived as of such time;  provided,  however,  that Buyer
          shall  not have the  right to  terminate  this  Agreement  under  this
          Section  14.4(a) if Buyer's  failure to fulfill any of its obligations
          under this Agreement has been the reason that the Closing has not been
          consummated on or before said date.

     (b)  If this Agreement is terminated  pursuant to Section 14.4(a),  (i) the
          Deposits,  together  with  any  interest  accrued  thereon,  shall  be
          returned to Buyer,  (ii) Sellers shall reimburse Buyer for its actual,
          reasonable  and   documented   out-of-pocket   expenses   incurred  in
          connection  with  this  Agreement  and the  transactions  contemplated
          hereby,  up to a maximum of $1.5 million,  (iii) this Agreement  shall
          become null and void and have no effect  (other than this  Article 14,
          Article  15,   Article  16  and  Article  17,   which  shall   survive
          termination) and (iv) except as specifically  provided in this Section
          14.4(b),  none of Sellers,  Buyer or any of their  respective  Related
          Parties  shall have any  liability or  obligation  arising under or in
          connection with this Agreement.

     14.5 Termination on Alternative Transaction.

     (a)  This  Agreement may be terminated at any time before Closing by either
          Buyer  or  Parent,   upon  Sellers'   consummating   any   Alternative
          Transaction.

     (b)  If this Agreement is terminated  pursuant to Section 14.5(a),  (i) the
          Deposits,  together  with  any  interest  accrued  thereon,  shall  be
          returned to Buyer,  (ii) Sellers  shall pay Buyer a break-up fee equal
          to $2,200,000,  (iii) this Agreement shall become null and void and of
          no effect  (except  for this  Article 14,  Article 15,  Article 16

                                       31
and Article 17, which shall survive  termination),  and (iv) except as
          provided  in this  Section  14.5(b),  none of Buyer,  Sellers or their
          respective  Related  Parties  shall have any  liability or  obligation
          arising under or in connection with this Agreement.

                                   ARTICLE 15
                                 INDEMNIFICATION

     15.1  Indemnification  by Buyer.  Buyer  shall  indemnify,  defend and hold
Sellers  and  their   respective   Affiliates  and  Related  Persons  (each,  an
"Indemnitee")  harmless  from and against any and all losses,  Claims,  damages,
costs  and  expenses  (including,   without  limitation,   interest,  penalties,
attorneys'  and  accountants'  fees  and  investigation  costs)   (collectively,
"Losses") incurred by any Indemnitee as a result of, arising from or related to:

     (a)  the operation of the LTV Tubular  Business or the ownership and use of
          the Acquired Assets from and after the Closing;

     (b)  any failure by Buyer to assume, pay, perform and discharge the Assumed
          Liabilities from and after the Closing;

     (c)  Buyer's or Buyer's Related Persons' or the Environmental  Consultant's
          entry upon the Real Property in connection  with their exercise of the
          right of access  pursuant to Section 8.5,  Section 10.1 or any and all
          other activities undertaken by Buyer or Buyer's Related Persons or the
          Environmental Consultant on or with respect to any such Real Property;

     (d)  any inaccuracy of any representation or warranty made by Buyer in this
          Agreement or any of the Ancillary Agreements; and

     (e)  any breach of any covenant or undertaking  of Buyer  contained in this
          Agreement or any of the Ancillary Agreements.

     15.2 Third-Party Indemnification Procedures. An Indemnitee shall give Buyer
prompt written notice of any third-party claim that may give rise to a claim for
indemnification  under this Article 15.  Failure to give prompt notice shall not
affect  the  indemnification  obligations  hereunder  in the  absence  of actual
prejudice.  Buyer  shall have the right to assume the  defense of any such claim
through  counsel of its own choosing,  by so notifying the Indemnitee  within 30
days of receipt of the  Indemnitee's  written notice;  provided,  however,  that
Buyer's  counsel  shall be  reasonably  satisfactory  to the  Indemnitee.  If an
Indemnitee  desires to participate in any such defense  assumed by Buyer, it may
do so at its sole cost and  expense,  and Buyer and its counsel  shall give such
Indemnitee  and its  counsel  reasonable  access  to the  relevant  records  and
documents  and  employees of Buyer in  connection  therewith.  If Buyer does not
assume  any such  defense,  it shall be liable  for all costs  and  expenses  of
defending such claim incurred by any Indemnitee,  including  reasonable fees and
disbursements  of  counsel.  Neither  Buyer  nor any  Indemnitee  shall  settle,
compromise  or offer to  settle  or  compromise  any  claim  or  demand  if such
settlement  or  compromise  does not include an  irrevocable  and  unconditional
release of all Sellers,  their  respective  Affiliates  and Related  Parties and
Buyer for any Losses arising out of such claim or demand.

                                       32
ARTICLE 16
                                  MISCELLANEOUS

     16.1  Successors  and  Assigns.   Except  as  otherwise  provided  in  this
Agreement,  no party  hereto  shall  assign  this  Agreement  or any  rights  or
obligations  hereunder  without  the prior  written  consent of the other  party
hereto,  and any such attempted  assignment  without such prior written  consent
shall be void and of no force  and  effect;  provided,  however,  that  Buyer is
permitted  to  collaterally  assign  its  rights  under  this  Agreement  to its
principal lender in order to secure  financing;  provided further that Buyer may
assign the right to acquire the Acquisition  Assets (but not Buyer's  obligation
hereunder)  to a direct or  indirect  wholly-owned  subsidiary  of  Buyer.  This
Agreement shall inure to the benefit of and shall be binding upon the successors
and permitted assigns of the parties hereto.

     16.2  Governing  Law;  Jurisdiction.  This  Agreement  shall be  construed,
performed  and  enforced in  accordance  with,  and governed by, the Laws of the
State of Ohio  (without  giving  effect to the  principles  of conflicts of Laws
thereof), except to the extent that the Laws of such State are superseded by the
Bankruptcy  Code. For so long as Sellers are subject to the  jurisdiction of the
Bankruptcy  Court,  the parties  hereto  irrevocably  elect as the sole judicial
forum for the  adjudication  of any matters  arising under or in connection with
the  Agreement,  and consent to the exclusive  jurisdiction  of, the  Bankruptcy
Court. After Sellers are no longer subject to the jurisdiction of the Bankruptcy
Court, the parties hereto  irrevocably  elect as the sole judicial forum for the
adjudication  of any matters arising under or in connection with this Agreement,
and consent to the  jurisdiction of, any state or federal court having competent
jurisdiction over Cuyahoga County, Ohio.

     16.3  Disclosure  Schedule  Supplements.  From  time to time  prior  to the
Closing,  Sellers shall supplement or amend the Schedules to this Agreement with
respect to any matter that, if existing,  occurring or known at the date of this
Agreement,  would  have  been  required  to be set  forth  or  described  in the
Schedules.  The Schedules  shall be deemed amended by all such  supplements  and
amendments  for all  purposes  except for  purposes of  determining  whether the
conditions set forth in Section 13.3(a) have been satisfied.

     16.4 Mutual Drafting.  This Agreement is the result of the joint efforts of
Buyer and  Sellers,  and each  provision  hereof has been  subject to the mutual
consultation,  negotiation  and  agreement  of the parties and there is to be no
construction  against  either  party based on any  presumption  of that  party's
involvement in the drafting thereof.

     16.5 Expenses.  Except as otherwise  provided  herein,  each of the parties
hereto  shall pay its own expenses in  connection  with this  Agreement  and the
transactions contemplated hereby, including,  without limitation,  any legal and
accounting  fees,  whether  or not  the  transactions  contemplated  hereby  are
consummated.  Buyer shall pay the cost of all Transaction  Taxes payable upon or
in connection with, and all surveys,  title insurance policies and title reports
obtained in connection  with, this Agreement and the  transactions  contemplated
thereby and all filing fees required to be paid in  connection  with any filings
made or notices given pursuant to any Antitrust Law.

                                       33
16.6  Broker's  and  Finder's  Fees.  Each of the  parties  represents  and
warrants  that it has dealt with no broker or finder in  connection  with any of
the transactions contemplated by this Agreement other than The Blackstone Group,
whose  fees  and  expenses  shall,  as  between  the  parties  hereto,   be  the
responsibility of Sellers,  and, insofar as such party knows, no other broker or
other Person is entitled to any  commission or finder's fee in  connection  with
any of these transactions.

     16.7 Severability. In the event that any part of this Agreement is declared
by any  court or  other  judicial  or  administrative  body to be null,  void or
unenforceable, said provision shall survive to the extent it is not so declared,
and all of the other provisions of this Agreement shall remain in full force and
effect only if, after  excluding  the portion  deemed to be  unenforceable,  the
remaining  terms  shall  provide  for  the   consummation  of  the  transactions
contemplated  hereby in substantially the same manner as originally set forth at
the later of the date this Agreement was executed or last amended.

     16.8 Notices. All notices, requests, demands and other communications under
this Agreement  shall be in writing and shall be deemed to have been duly given:
(a) on the date of service if served  personally  on the party to whom notice is
to be given;  (b) on the day of transmission if sent via facsimile  transmission
to the facsimile number given below,  and telephonic  confirmation of receipt is
obtained  promptly  after  completion  of  transmission;  (c) on the  day  after
delivery to Federal  Express or similar  overnight  courier or the Express  Mail
service maintained by the United States Postal Service;  or (d) on the fifth day
after  mailing,  if mailed to the party to whom notice is to be given,  by first
class mail, registered or certified,  postage prepaid and properly addressed, to
the party as follows:

             If to any Seller:

                     c/o The LTV Corporation
                     5800 Lombardo Center, Suite 200
                     Seven Hills, Ohio  44131
                     Attention:  General Counsel
                     Facsimile:  (216) 642-4595

             Copy to:

                     Jones, Day, Reavis & Pogue
                     North Point
                     901 Lakeside Avenue
                     Cleveland, Ohio  44114-1190
                     Attention:  Lyle G. Ganske and David D. Watson
                     Facsimile:  (216) 579-0212

                                       34
If to Buyer:

                     Maverick Tube Corporation
                     16401 Swingley Ridge Road
                     Seventh Floor
                     Chesterfield, Missouri  63017
                     Attention:  Gregg M. Eisenberg
                                 Chief Executive Officer
                     Facsimile:  (636) 733-1671

             Copy to:

                     Gallop, Johnson and Neuman, L.C.
                           101 S. Hanley
                     Suite 1600
                     St. Louis, Missouri  63105
                     Attention:  Robert H. Wexler
                     Facsimile: (314) 615-6001

     Any party may change its address for the  purpose of this  Section  16.8 by
giving the other party written notice of its new address in the manner set forth
above.

     16.9 Amendments;  Waivers.  This Agreement may be amended or modified,  and
any of the terms,  covenants,  representations,  warranties or conditions hereof
may be waived,  only by a written instrument  executed by the parties hereto, or
in the case of a waiver,  by the party  waiving  compliance.  Any  waiver by any
party of any  condition,  or of the  breach of any  provision,  term,  covenant,
representation  or  warranty  contained  in this  Agreement,  in any one or more
instances, shall not be deemed to be nor construed as a furthering or continuing
waiver of any such  condition,  or of the breach of any other  provision,  term,
covenant, representation or warranty of this Agreement.

     16.10 Public Announcements. No party shall make any press release or public
announcement concerning the transactions  contemplated by this Agreement without
the prior  written  approval  of the other  parties,  unless a press  release or
public  announcement is required by Law or Order of the Bankruptcy Court. If any
such  announcement  or  other  disclosure  is  required  by Law or  Order of the
Bankruptcy  Court,  the disclosing party shall give the  nondisclosing  party or
parties  prior  notice  of, and an  opportunity  to  comment  on,  the  proposed
disclosure.  The parties acknowledge that Sellers shall file this Agreement with
the Bankruptcy Court in connection with obtaining the Sale Order.

     16.11 Entire Agreement.  This Agreement, the Ancillary Agreements,  and the
Confidentiality  Agreement  contain the entire  understanding  among the parties
hereto with respect to the  transactions  contemplated  hereby and supersede and
replace all prior and  contemporaneous  agreements and  understandings,  oral or
written,  with  regard  to  such  transactions.  All  schedules  hereto  and any
documents  and  instruments  delivered  pursuant  to any  provision  hereof  are
expressly made a part of this Agreement as fully as though  completely set forth
herein.

                                       35
16.12 Parties in Interest.  Nothing in this Agreement is intended to confer
any rights or remedies under or by reason of this Agreement on any Persons other
than Sellers and Buyer and their  respective  successors and permitted  assigns.
Nothing in this Agreement is intended to relieve or discharge the obligations or
liability  of any third  Persons  to  Sellers  or Buyer.  No  provision  of this
Agreement  shall give any third Persons any right of  subrogation or action over
or against Sellers or Buyer.

     16.13 Headings.  The article and section headings in this Agreement are for
reference  purposes only and shall not affect the meaning or  interpretation  of
this Agreement.

     16.14 Gender and Number.  In this Agreement,  unless the context  otherwise
requires,  words  importing  the singular  include the plural and vice versa and
words importing gender include all genders.

     16.15 Currency.  Except where otherwise expressly provided,  all amounts in
this Agreement are stated and shall be paid in United States currency.

     16.16 Time of Essence. Time is of the essence of this Agreement.

     16.17 Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original,  but all of which shall  constitute  the same
agreement.

                                   ARTICLE 17
                                   DEFINITIONS

     17.1 Certain Terms Defined. As used in this Agreement,  the following terms
shall have the following meanings:

     "Affiliate"  means,  with  respect to any  Person,  any Person  directly or
indirectly controlling, controlled by or under direct or indirect common control
with such other  Person.  Affiliate  as it relates  to  Sellers  shall  include,
without limitation, Copperweld Corporation and its subsidiaries.

     "Alternative  Transaction"  means a transaction  involving a sale of all or
substantially  all of the LTV Tubular Business or the Acquired Assets by Sellers
to a purchaser or purchasers other than Buyer.

         "Ancillary Agreements" means the Deposits Escrow Agreement.

     "Business Day" means any day other than  Saturday,  Sunday and any day that
is a legal holiday or a day on which banking institutions in Cleveland, Ohio are
authorized by Law or other Government action to close.

         "Code" means the Internal Revenue Code of 1986, as amended.

     "Consent" means any consent, approval, authorization, qualification, waiver
or notification of a Government or any other Person.

                                       36
"Contract" means any written or oral contract,  agreement,  lease, license,
commitment, undertaking or arrangement, whether express or implied.

     "Counce Plant" means the facility owned by LTV Steel at Counce, Tennessee.

         "Deposits Escrow Agreement" means the escrow agreement by and between
Buyer and Parent, dated as of even date herewith.

         "Elyria Plant" means the facility owned by LTV Steel at Elyria, Ohio.

     "Environmental   Laws"  means  all  currently   existing  federal,   state,
provincial,  municipal, local and foreign statutes,  ordinances,  rules, Orders,
regulations  and other  provisions  having the force of law,  all  judicial  and
administrative  Orders  and  determinations,   and  all  common  law  concerning
pollution,  protection  of the  environment,  or any  health or  safety  matter,
including,  without  limitation,  all  those  relating  to  the  presence,  use,
production, generation, handling, transportation,  treatment, storage, disposal,
distribution,  labeling,  testing,  processing,  discharge,  release, threatened
release, control or cleanup of any Hazardous Materials.

     "Escrow Agent" means the escrow agent under the Deposits Escrow Agreement.

     "Government"  means  any  agency,  division,   subdivision,   audit  group,
procuring  office or  governmental  or regulatory  authority in any event or any
adjudicatory  body  thereof,  of the  United  States,  any state  thereof or any
foreign government, including the employees and agents thereof.

     "Hazardous  Materials"  means and includes any hazardous or toxic substance
or waste or any  contaminant or pollutant  regulated under  Environmental  Laws,
including,  but not limited to,  "hazardous  substances" as currently defined by
the  Comprehensive  Environmental  Response  Compensation  and Liability Act, as
amended,  "hazardous  wastes" as currently defined by the Resource  Conservation
and Recovery Act, as amended,  natural gas, petroleum products or byproducts and
crude oil.

     "HSR Act" means the Hart-Scott-Rodino  Antitrust  Improvements Act of 1976,
as amended.

     "Improvements"  means  the  buildings,   improvements  and  structures  now
existing on the Real Property or demised under the Real Estate Leases.

     "Knowledge of Sellers,"  "Sellers'  Knowledge" or any other similar term or
knowledge qualification means the actual knowledge of J. D. Turner, D. E. Young,
D. L. Carroll, D. D. Egleston, T. R. Heyward and E. R. Pocci.

     "Lien" means any mortgage, pledge, charge, security interest,  encumbrance,
lien (statutory or other) or conditional sale agreement.

     "LTV  Labor  Agreements"  means  all  Contracts  that are  past or  present
collectively  bargained labor  agreements of any kind or description,  including
without  limitation,   the  following  kinds  of  collectively  bargained  labor
agreements: basic labor agreements; settlement

                                       37
agreements;  local seniority  agreements;  local working  condition  agreements;
published or unpublished side letter agreements or memorandums of understanding;
pension  agreements;   neutrality  agreements;  retirement  savings  agreements;
gainsharing  agreements;  profit sharing agreements;  incentive plan agreements;
supplemental  unemployment  benefit  agreements;  bonus  agreements;   voluntary
employee  benefit  association  agreements;  medical,  hospitalization,  vision,
dental,  or  prescription  drug  agreements;   long  or  short  term  disability
agreements;  life  insurance  agreements;   accidental  death  or  dismemberment
agreements;  and any  trust,  fund,  plan,  account,  escrow or other  agreement
related to any past or present  collectively  bargained labor agreement  whether
applicable to current employees, retirees, spouses or dependents.

     "LTV  Tubular  Plants"  means the  Counce  Plant,  the  Elyria  Plant,  the
Youngstown Plant, the facility owned by LTV Steel at Ferndale,  Michigan and the
facility owned by Georgia Tubing Corporation at Cedar Springs, Georgia.

     "Permitted Liens" means: (i) all Liens set forth on Schedule 17.1, provided
that, such term shall not include  standard  preprinted  exceptions shown on any
title  commitment  covering  the LTV  Tubular  Plants  and any  deeds of  trust,
mortgages,  leases from the Ohio Air  Quality  Development  Authority,  security
interests  or other  monetary  liens  (other  than as set forth in clauses  (ii)
through (vi) of this paragraph),  all of which Sellers shall cause to be removed
and deleted from Buyer's title  insurance  policy to be issued at Closing;  (ii)
Liens for Taxes,  assessments  and Government or other similar  charges that are
not yet due and payable or that,  although due and payable,  are being contested
in good faith; (iii) Liens related solely to the Assumed Liabilities;  (iv) from
the date hereof  until the  Closing,  Liens that will attach to proceeds of this
sale under this Agreement pursuant to section 363 of the Bankruptcy Code or that
will not survive the  Closing;  (v) such  covenants,  conditions,  restrictions,
easements,  encroachments or encumbrances,  or any other state of facts, that in
the aggregate do not materially interfere with the present occupancy of the Real
Property or the use of such Real  Property as it has been used by Sellers in the
LTV Tubular Business prior to the Closing Date or that do not materially  impair
the  value of such Real  Property;  and (vi) a  lessor's  interest  in,  and any
mortgage, pledge, security interest,  encumbrance,  lien (statutory or other) or
conditional  sale  agreement  on or affecting a lessor's  interest in,  premises
leased to Sellers (as lessee) pursuant to any of the Real Estate Leases.

     "Person" means any  individual,  corporation,  limited  liability  company,
partnership,   joint   venture,   association,   joint-stock   company,   trust,
unincorporated organization or Government.

     "Related Person" means, with respect to any Person,  all past,  present and
future  directors,   officers,  members,  managers,   stockholders,   employees,
controlling persons, agents, professionals,  attorneys, accountants,  investment
bankers or representatives of any such Person.

     "Response Action" shall mean the abatement,  cleanup, removal, remediation,
reclamation,  or other response action  required or  contemplated  under Section
10.1(e) to meet applicable Environmental Laws.

     "Tax Return" means any report, return,  information return, filing or other
information,  including any schedules,  exhibits or attachments thereto, and any
amendments  to any of the

                                       38
foregoing required to be filed or maintained in connection with the calculation,
determination,  assessment  or  collection  of any  Taxes  (including  estimated
Taxes).

     "Taxes"  means all taxes,  however  denominated,  including  any  interest,
penalties  or  additions  to tax that may become  payable  in  respect  thereof,
imposed  by  any  Government,  which  taxes  shall  include  all  income  taxes,
Transaction Taxes,  payroll and employee  withholding,  unemployment  insurance,
social security (or similar), sales and use, excise, franchise,  gross receipts,
occupation, real and personal property, stamp, transfer, workmen's compensation,
customs duties,  registration,  documentary,  value added, alternative or add-on
minimum,  estimated,  environmental  (including  taxes under  section 59A of the
Code) and other  obligations of the same or a similar  nature,  whether  arising
before, on or after the Closing Date.

     "Transferred  Employee"  means all  employees of any Seller or any of their
Affiliates who are hired by Buyer after the Closing.

     "USWA" means the United Steelworkers of America, AFL-CIO-CLC.

     "Youngstown  Plant"  means the facility  owned by LTV Steel at  Youngstown,
Ohio.

     17.2 All Terms Cross-Referenced.  Each of the following terms is defined in
the Section set forth opposite such term:

Term                                                                     Section

Accounting Referee........................................................3.4(c)
Accounts Payable..........................................................1.3(a)
Accounts Receivable.......................................................1.1(k)
Acquired Assets..............................................................1.1
Additional Deposit...........................................................3.2
Adjustment Date.............................................................12.2
Affiliate...................................................................17.1
Aggregate Cure Cost.......................................................1.3(b)
Agreed Principles.........................................................3.4(a)
Agreement...............................................................Preamble
Allocation..................................................................12.5
Alternative Transaction.....................................................17.1
Ancillary Agreements........................................................17.1
Antitrust Approval..........................................................11.2
Antitrust Law...............................................................11.2
Appropriate Environmental Expense........................................10.2(b)
Assessment Agreement.....................................................10.1(a)
Asset Sale Procedures.....................................Background Information
Assigned Contracts........................................................1.1(h)
Assumed Liabilities..........................................................1.3
Balance Sheet Date........................................................3.4(a)
Bankruptcy Cases..........................................Background Information
Bankruptcy Code...........................................Background Information

                                       39
Bankruptcy Court..........................................Background Information
Business Day................................................................17.1
Business Records..........................................................1.1(p)
Buyer...................................................................Preamble
Buyer's MBP..................................................................2.2
Buyer's Severance Pay Plan...................................................2.1
Cedar Springs Profit Sharing Plan............................................2.3
Claims....................................................................1.1(h)
Closing......................................................................4.1
Closing Date.................................................................4.1
Closing Statement.........................................................3.4(a)
Closing Working Capital...................................................3.4(a)
Code........................................................................17.1
Confidentiality Agreement....................................................8.5
Consent.....................................................................17.1
Contract....................................................................17.1
Copperweld Severance Pay Plan................................................2.1
Cost Estimate............................................................10.1(e)
Counce and Ferndale Profit Sharing Plans.....................................2.3
Counce Plant................................................................17.1
Deposits.....................................................................3.2
Deposits Escrow Agreement...................................................17.1
E & Y........................................................................5.5
Eligible Employees...........................................................2.1
Elyria Plant................................................................17.1
Environmental Consultant.................................................10.1(a)
Environmental Escrow Agreement..............................................10.2
Environmental Escrow Fund................................................10.1(f)
Environmental Laws..........................................................17.1
Environmental Report.....................................................10.1(d)
Escrow Agent................................................................17.1
Estimated Working Capital....................................................3.3
Excluded Assets..............................................................1.2
Excluded Liabilities.........................................................1.4
Final Working Capital.....................................................3.4(f)
Financial Statements.........................................................5.5
Government..................................................................17.1
Hazardous Materials.........................................................17.1
Hourly and Salaried Profit Plan Participant..................................2.3
HSR Act.....................................................................17.1
Improvements................................................................17.1
Indemnitee..................................................................15.1
Initial Deposit..............................................................3.2
Intellectual Property.....................................................1.1(l)
Inventory.................................................................1.1(j)
Knowledge of Sellers........................................................17.1

                                       40
Law..........................................................................5.3
Leased Real Property......................................................1.1(b)
Lien........................................................................17.1
Losses......................................................................15.1
LTV Benefit Plan..........................................................1.2(p)
LTV Labor Agreements........................................................17.1
LTV Steel...............................................................Preamble
LTV Tubular Business......................................Background Information
LTV Tubular Plants..........................................................17.1
Machinery and Equipment...................................................1.1(c)
Marion Plant..............................................................1.1(i)
Material Adverse Effect......................................................5.3
Material Contracts.....................................................5.9(a)(v)
MBP..........................................................................2.2
MBP Participant..............................................................2.2
Net Working Capital.......................................................3.4(a)
Order........................................................................5.3
Organizational Documents.....................................................5.3
Owned Real Property.......................................................1.1(a)
Owned Vehicles............................................................1.1(d)
Parent..................................................................Preamble
Permits...................................................................1.1(o)
Permitted Liens.............................................................17.1
Person......................................................................17.1
Petition Date.............................................Background Information
Post-Petition Contracts...................................................1.1(g)
Pre-Petition Contracts....................................................1.1(h)
Purchase Orders...........................................................1.1(f)
Purchase Price...............................................................3.1
Real Estate Leases........................................................1.1(b)
Real Property.............................................................1.1(b)
Reference Balance Sheet...................................................3.4(e)
Related Person..............................................................17.1
Required Response Condition..............................................10.1(e)
Response Action.............................................................17.1
Sale Order...................................................................8.3
Sales Orders..............................................................1.1(e)
Satisfaction Date........................................................10.1(d)
Sellers.................................................................Preamble
Sellers' Account..........................................................4.3(a)
Sellers' Knowledge..........................................................17.1
Sellers Portion..........................................................10.2(b)
Site Assessment..........................................................10.1(d)
Straddle Period.............................................................12.2
Stub Period..................................................................5.5
Tax Return..................................................................17.1

                                       41
Taxes.......................................................................17.1
Termination Date.....................................................14.2(a)(ii)
Termination Order..................................................14.2(a)(viii)
Transaction Taxes...........................................................12.1
Transferred Employee........................................................17.1
Transition Services Agreement.............................................4.2(b)
USWA........................................................................17.1
Work Plan................................................................10.1(a)
Working Capital Escrow Agreement..........................................4.2(c)
Youngstown Plant............................................................17.1

                                       42
IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
     executed by their respective  officers  thereunto duly authorized as of the
     date first above written.

                     MAVERICK TUBE CORPORATION

                     By:/s/ Gregg Eisenberg
                        -------------------------------------
                     Name:Gregg Eisenberg
                          -----------------------------------
                     Title:President and CEO
                           ----------------------------------

                     GEORGIA TUBING CORPORATION

                     By:/s/ Glenn Moran
                        -------------------------------------
                     Name:Glenn Moran
                          -----------------------------------
                     Title:Vice President
                           ----------------------------------

                     LTV STEEL COMPANY, INC.

                     By:/s/ Glenn Moran
                        -------------------------------------
                     Name:Glenn Moran
                          -----------------------------------
                     Title:CEO
                           ----------------------------------

                     THE LTV CORPORATION

                     By:/s/ Glenn Moran
                        -------------------------------------
                     Name:Glenn Moran
                          -----------------------------------
                     Title:CEO
                           ----------------------------------

                                       43
EX 99.1 - Press Release Dated October 15, 2002
FOR IMMEDIATE RELEASE                                October 15, 2002
---------------------

For further information contact:                     Pamela G. Boone
                                                     Vice President Finance, CFO
                                                     636-733-1600

--------------------------------------------------------------------------------

                            MAVERICK TUBE CORPORATION
                ANNOUNCES PURCHASE OF LTV TUBULAR DIVISION ASSETS

--------------------------------------------------------------------------------

     St.  Louis,  October 15, 2002 ----  Maverick  Tube  Corporation  (NYSE:MVK)
announced  today that it has entered  into a definitive  agreement  with the LTV
Corporation and its affiliates to acquire the assets which comprise the business
of LTV's Steel  Tubular  Products  Division  pursuant to Section 363 of the U.S.
Bankruptcy Code. The purchase price for the LTV Tubular Division is $110 million
cash, subject to a working capital adjustment.  The transaction is contingent on
Maverick  completing a  collective  bargaining  agreement  with the United Steel
Workers of America who  represent  about 300  employees at four of LTV Tubular's
five  facilities.  The agreement is also  contingent  upon completion of further
environmental  due  diligence,  clearance  under the  Hart-Scott-Rodino  Act and
approval of the Bankruptcy Court.  Maverick  presently  anticipates  closing the
purchase by year end. LTV's Tubular Division employs approximately 430 people at
five locations in Georgia, Tennessee, Ohio and Michigan.

     The LTV  Tubular  Division  principally  produces  and sells a full line of
electrical  conduit products for the U.S. market,  where it has  approximately a
35% market share and well established customer  relationships.  LTV Tubular also
produces line pipe and standard  pipe  products for the energy and  construction
industries.  For the four  years  ended  2001,  LTV  Tubular's  annual  revenues
averaged  over  $260  million  while  proforma  EBITDA,  prior to LTV  corporate
allocations, exceeded $30 million per year.

     Maverick  plans to fund the $110 million  purchase price by drawing down on
its revolving  credit  facility,  which is being expanded in connection with the
proposed  transaction to provide  aggregate  availability of up to $185 million.
Maverick's  total debt at  closing  is  estimated  to be $120  million,  with an
additional $60 million available under the expanded credit facility.

     Gregg  Eisenberg,  Maverick's  President  and CEO said,  "We are pleased to
reach an  agreement  with the LTV  Corporation  for the  purchase of the Tubular
Division.  This has been a relatively stable business that produces good margins
under most market  conditions.  The electrical  conduit market has few suppliers
and is not  subject  to  significant  import  competition.  Their  line pipe and
standard  pipe  business  complements  our existing  activities  and expands our
market  penetration in both products.  We believe we have several  opportunities
that may allow us to  enhance  the cash flow from this  business.  Overall,  the
purchase is  consistent  with our strategy to grow our business by expanding our
product lines."

     Maverick will discuss the proposed  transaction  as part of its  conference
call with investors on Wednesday morning, October 16th, at 10:00 AM Central. The
conference  broadcast can be accessed at the Investor  Relations  section of the
Company's website, located at www.maverick-tube.com.

     Maverick Tube Corporation is a St. Louis,  Missouri,  based manufacturer of
tubular  products  used in the energy  industry in  drilling,  production,  well
servicing and line pipe applications as well as industrial tubing products (HSS,
and standard pipe) used in various industrial applications.

     This news release  contains  forward-looking  information  that is based on
assumptions  that are  subject to  numerous  business  risks,  many of which are
beyond the control of the Company.  There is no assurance that such  assumptions
will prove to be accurate.  Actual results may differ from these forward looking
statements  due to  numerous  factors,  including  those  described  under "Risk
Factors" and elsewhere in Maverick's  Form 10-K for its year ended  December 31,
2001.