ACCESS INTERCREDITOR AGREEMENT



               ACCESS INTERCREDITOR AGREEMENT ("Agreement"), dated as of August

16, 2002, between (a) FLEET CAPITAL CORPORATION, a Rhode Island corporation,

acting in its capacity as Administrative Agent (as hereinafter defined), for

itself and the other Lenders (as hereinafter defined) party to the Credit

Agreement (as hereinafter defined), (b) LASALLE BANK NATIONAL ASSOCIATION,

acting in its capacity as Indenture Trustee (as hereinafter defined) and

Collateral Agent (as hereinafter defined) for the Senior Note Holders (as

hereinafter defined), (c) REPUBLIC ENGINEERED PRODUCTS LLC, a Delaware limited

liability company (the "Borrower"), (d) BLUE BAR, L.P., a Delaware limited

partnership (the "Parent"), and (e) BLUE STEEL CAPITAL CORP., a Delaware

corporation ("Blue Steel"), and N&T Railway Company LLC, a Delaware limited

liability company (collectively, the "Subsidiary Guarantors", and together with

the Borrower and the Parent, the "Companies").



                                R E C I T A L S:



               A. Reference is made to (i) the Revolving Credit Agreement, dated

as of August 16, 2002 (as amended, amended and restated, supplemented or

otherwise modified from time to time, including any refinancing, re-funding,

replacement or extension thereof or a portion thereof and whether by the Lenders

(as hereinafter defined) or any other lender or group of lenders, (but excluding

any such refinancing, replacement or refunding thereof that would violate the

terms of the Indenture as in effect on the date hereof) the "Credit Agreement"),

among the Borrower, the Parent, the Subsidiary Guarantors, the financial

institutions party thereto as lenders (the "Lenders"), and Fleet Capital

Corporation, as administrative agent for the Lenders (in such capacity, the

"Administrative Agent"; together with the Lenders, the "Credit Agreement

Parties"), and (ii) the Indenture, dated as of August 16, 2002 (as amended or

modified from time to time, the "Indenture"), among LaSalle Bank National

Association, a national banking association, as trustee (in such capacity, the

"Indenture Trustee") and as collateral agent (in such capacity, the "Collateral

Agent")for the holders of the Senior Notes (as defined below) from time to time

(the "Senior Note Holders"), the Borrower and Blue Steel, as issuers (the

"Issuers"), the Parent and the Subsidiary Guarantors party thereto.



               B. The Lenders have agreed to make Revolving Credit Loans (as

defined in the Credit Agreement and which term will include any loans,

revolving, term or otherwise, made under the Credit Agreement) to, and issue

Letters of Credit (as defined in the Credit Agreement) for the account of, the

Borrower in an aggregate principal amount of up to $336,000,000 upon the terms

and subject to the conditions specified in the Credit Agreement. Pursuant to the

Indenture, the Issuers are issuing $80,000,000 aggregate principal amount of

their 10% Senior Secured Notes due 2009 (together with any substantially

identical notes of the Issuers issued in exchange therefor in accordance with

the Indenture, the "Senior Notes").



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               C. Pursuant to the Credit Agreement Security Documents to which

the Borrower and each Subsidiary Guarantor is a party, the Borrower and each

Subsidiary Guarantor is granting to the Administrative Agent, for the benefit of

the Credit Agreement Parties, a lien on and security interest in the Credit

Agreement Collateral to secure the Credit Agreement Obligations. Pursuant to the

Senior Note Security Documents to which the Borrower and each Subsidiary

Guarantor is a party, the Borrower and each Subsidiary Guarantor are granting to

the Indenture Trustee, for the benefit of the Senior Note Holders, a lien on and

security interest in the Senior Note Collateral to secure the Senior Note

Obligations.



               D. In addition, each of the Borrower and the Parent is entering

into the Pledge Agreement, dated as of the date hereof (the "Lender Pledge

Agreement"), under which each of the Borrower and the Parent is granting to the

Administrative Agent a lien on and security interest in the Shared Collateral to

secure the Credit Agreement Obligations. Pursuant to the Indenture, each of the

Borrower and the Parent is also entering into the Pledge Agreement, dated as of

the date hereof (the "Indenture Pledge Agreement", and together with the Lender

Pledge Agreement, the "Pledge Agreements"), under which it is granting to the

Indenture Trustee a lien on and security interest in the Shared Collateral to

secure the Senior Note Obligations. The Shared Collateral shall be shared pari

passu among the Credit Agreement Parties and the Senior Note Holders in

accordance with the provisions of the Pledge Intercreditor Agreement.



               E. On April 2, 2001, Republic Technologies International ("RTI")

and certain of its subsidiaries commenced cases in the United States Bankruptcy

Court for the Northern District of Ohio, Eastern Division (the "Bankruptcy

Court"), under Chapter 11 of the Bankruptcy Code. On the date hereof, the

Borrower is acquiring a substantial portion of the assets of RTI and its

subsidiaries pursuant to the following: (i) an Asset Purchase Agreement, dated

June 7, 2002 (as amended, supplemented or otherwise modified from time to time,

the "RTI Asset Purchase Agreement"), among RTI and certain of its subsidiaries,

and the Borrower; and (ii) an order of Bankruptcy Court, dated July 23, 2002

(the "Sale Order"), entitled "Amended Order Superseding Order (A) Approving Sale

of Certain Assets Free and Clear Of Liens and Stamp or Transfer Taxes Pursuant

to Bankruptcy Code Section 363(f) and 1146(c), (B) Approving Assumption and

Assignment of Executory Contracts and Unexpired Leases Subject to the Sale

Pursuant to Bankruptcy Code Section 364 and, (C) Approving Settlement Agreement

USWA, and (D) Waiving the Requirements of Local Bankruptcy Rule 9013-1(a) and

the Ten Day Stay Period Provided by Bankruptcy Rule 6004(g), to which is

attached and made a part thereof the Stipulation Settling Disputes between

Republic Technologies International, LLC, RT Acquisition LLC, Fleet Capital

Corporation, as agent, and the Majority Noteholders of Senior Secured 13-3/4%

Notes (the "RTI Majority Noteholders"), dated July 11, 2002 (the "Stipulation").

Pursuant to the Sale Order, and in exchange for the issuance of the Senior

Notes, all Liens on the property and assets to be purchased pursuant to the RTI

Asset Purchase Agreement and the Sale Order which constitutes collateral

securing the RTI Notes ("Specified Noteholder Collateral") that is subject to

the jurisdiction of the Bankruptcy Court are to be released at the time of the

purchase and the Senior Notes are to be secured by a first lien on the Specified

Noteholder Collateral. The rights, claims and interests of the RTI Notes, the

holders thereof and the relevant Indenture Trustee as to the collateral of the

RTI Notes that are not being purchased by the Purchaser pursuant to the RTI

Asset Purchase Agreement and Sale Order shall not be subject to this Agreement

in any respect and the rights of the holders of the RTI Notes and the Indenture

Trustee are preserved and are not adversely affected hereby.



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               F. Each of the Secured Parties desires to provide for their

respective rights in respect of the Collateral to which it is entitled and

certain collections from the Companies and to make certain other commitments and

undertakings in connection with the Senior Credit Documents, the obligations

incurred by the Companies under such agreements and the rights of the Secured

Parties under such agreements.



                               A G R E E M E N T:



               Accordingly, each of the Secured Parties and each of the

Companies hereby agrees as follows:



                                    ARTICLE I



                                   DEFINITIONS



               SECTION 1.01. Definition of Terms Used Herein. All capitalized

terms used but not defined herein shall have the meanings set forth in the

Credit Agreement, the Indenture, the Lender Pledge Agreement and the Indenture

Pledge Agreement, as identified and defined herein. All references to specific

Sections in the Credit Agreement shall be deemed to also be references to the

parallel provision of any other credit agreement included within the definition

of "Credit Agreement."



               SECTION 1.02. Definitions of Certain Terms Used Herein. As used

herein, the following terms shall have the meanings set forth below:



               "Accounts" shall mean, collectively, all of the Borrower's and

Subsidiary Guarantors' presently existing and hereafter arising or acquired

"accounts" as such term is defined in the UCC, and in any event shall include,

without limitation, (i) any and all accounts, accounts receivable, margin

accounts, futures positions, book debts, instruments, documents, contracts,

contract rights, choses in action, notes, drafts, acceptances, chattel paper,

and other forms of obligations and receivables now or hereafter owned or held by

or payable to the Borrower or any Subsidiary Guarantor relating in any way to

Inventory or arising from the sale or lease of Inventory or the rendering of

services by the Borrower or any Subsidiary Guarantor, including the right to

payment of any interest or finance charge with respect thereto, together with

all merchandise represented by any of the accounts, (ii) all such merchandise

that may be reclaimed or repossessed or returned to any applicable Company,

(iii) all of the Borrower's and the Subsidiary Guarantors' rights as an unpaid

vendor, including stoppage in transit, reclamation, replevin and sequestration,

(iv) all pledged assets and all letters of credit, guarantee claims, Liens, and

security interests held by or granted to the Borrower or any Subsidiary

Guarantor to secure payment of any accounts and which are delivered for or on

behalf of any account debtor, (v) all accessions to all of the foregoing

described properties and interests in properties, (vi) all guarantees,

endorsements and indemnifications on, or of, any of the foregoing, (vii) all

customer lists and invoices, (viii) all Intangibles to the extent relating to

any of the foregoing, (ix) all Documents to the extent relating to any of the

foregoing and (x) all Proceeds of any of the foregoing.



               "Administrative Agent" shall have the meaning set forth in the

Recitals hereto.



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               "Availability" shall have the meaning assigned to such term in

the Credit Agreement.



               "Blue Steel" shall have the meaning set forth in the Preamble.



               "Borrower" shall have the meaning set forth in the Preamble.



               "Business Day" shall mean any day (other than a day that is a

Saturday, a Sunday or a legal holiday in the State of New York) on which banks

are open for business in New York City.



               "Collateral" shall mean the Credit Agreement Collateral, the

Senior Note Collateral and/or the Shared Collateral, as the case may be.



               "Companies" shall have the meaning set forth in the Preamble.



               "Copyrights" means, collectively, all of the Borrower's and the

Subsidiary Guarantors' copyrights, whether statutory or common law and whether

presently existing or hereafter arising or acquired, and all applications,

registrations and recordings relating to such copyrights in the United States

Copyright Office or in any similar office or agency of the United States, any

State thereof, any political subdivision thereof or in any other country,

together with any and all (i) rights and privileges arising under applicable law

with respect to the Borrower's or any Subsidiary Guarantor's use of any

copyrights, (ii) reissues, extensions, continuations and renewals thereof, (iii)

income, fees, royalties, damages and payments now and hereafter due and/or

payable with respect thereto, including, without limitation, damages and

payments for past or future infringements thereof, (iv) rights corresponding

thereto throughout the world and (v) rights to sue for past, present and future

infringements thereof.



               "Credit Agreement" shall have the meaning set forth in the

Recitals hereto.



               "Credit Agreement Collateral" shall have the meaning given the

term "Collateral" set forth in the Credit Agreement Security Documents,

provided, however, that the term Credit Agreement Collateral as used herein

shall not include the Shared Collateral.



               "Credit Agreement Guaranty" shall mean the Guaranty as defined in

the Credit Agreement.



               "Credit Agreement Obligations" shall have the meaning given the

term "Obligations" in the Credit Agreement.



               "Credit Agreement Parties" shall have the meaning set forth in

the Recitals hereto.



               "Credit Agreement Security Documents" shall have the meaning

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