SECOND AMENDED AND RESTATED
                           ---------------------------
                                CREDIT AGREEMENT
                                ----------------

          This  Second  Amended and Restated Credit Agreement (this "Agreement")
                                                                     ---------
is  entered  into  as  of March __, 2000, by and among ABC-NACO Inc., a Delaware
corporation  (the  "Company"),  ABC-NACO  de  Mexico,  S.A.  de  C.V., a Mexican
                    -------
corporation  (the  "Mexican  Borrower"),  Dominion  Castings Limited, an Ontario
                    -----------------
corporation  (the  "Canadian  Borrower"  and,  together with the Company and the
                    ------------------
Mexican  Borrower,  the "Borrowers"), each of the several financial institutions
                         ---------
signatory  hereto  (collectively,  the  "Majority Lenders") and Bank of America,
                                         ----------------
N.A. (f/k/a Bank of America National Trust and Savings Association) individually
and  as  agent  (the  "Agent")  for  the benefit of the Lenders under the Credit
                       -----
Agreement  hereinafter  referred  to.

                                    RECITALS
                                    --------

          A.     The  Borrowers,  Bank  of America Canada, as Canadian Revolving
Lender, the financial institutions from time to time party thereto and the Agent
and Letter of Credit Issuing Lender are parties to that certain credit agreement
dated  as of February 19, 1999, as amended by that certain Amendment, Waiver and
Release  Agreement  dated  as  of  October  12, 1999, as further amended by that
certain  Amended  and Restated Credit Agreement dated as of October 29, 1999 and
as  further  amended  by  that  certain Amendment to Amended and Restated Credit
Agreement  dated  as  of  October  29,  1999  (the  "Credit Agreement").  Unless
                                                     ----------------
otherwise  specified herein, capitalized terms used in this Agreement shall have
the  meanings  ascribed  to  them  by  the  Credit Agreement, as amended hereby.

          B.     The  Borrowers,  the Agent and the Majority Lenders have agreed
to  further amend the Credit Agreement on terms and conditions herein set forth,
subject  to  the  terms  and  conditions  hereof.

          NOW,  THEREFORE,  in  consideration of the mutual execution hereof and
other  good  and  valuable  consideration,  the parties hereto agree as follows:

     1.     Amendments  to Credit Agreement.  Effective as of the Effective Date
            -------------------------------
(defined  below),  the  Credit  Agreement  is  hereby  amended  as  follows:

          (a)     Section  1.01  of  the Credit Agreement is amended by deleting
                  -------------
the  table  in  the  definition  of  "Applicable  Margin"  in  its  entirety and
                                      ------------------
substituting  in  lieu  thereof  the  following:
<TABLE>
<CAPTION>


"Loans
 -----
<S>    <C>        <C>    <C>
       Offshore   Base   Commitment
Level  Rate       Rate   Fee
-----  ---------  -----  -----------
I . .      1.50%  0.50%        0.40%
II. .      1.75%  0.75%        0.45%
III .      2.00%  1.00%        0.50%
IV. .      2.25%  1.25%        0.50%
V . .      2.50%  1.50%        0.50%
VI. .      2.75%  1.75%        0.55%
VII .      3.00%  2.00%      0.60%"
</TABLE>


           (b)     Section  1.01  of the  Credit Agreement is further amended by
                  -------------
deleting  the phrase "combined Commitments" located in the proviso of definition
of  "L/C  Commitment"  and  substituting  in  lieu thereof the phrase "Available
     ---------------
Commitment".
    -
          (c)     Section  1.01  of  the  Credit Agreement is further amended by
                  -------------
deleting  the  proviso  in  the  definition  of "Interest Coverage Ratio" in its
entirety  and  substituting  in  lieu  thereof  the  following:
          "provided,  that, with respect to periods ending prior to December 31,
           ---------  ----
2000,  Consolidated  Interest  Expense  and  EBITDA  shall be calculated for the
immediately  preceding  twelve  months."
          (d)     Section  1.01  of  the  Credit Agreement is further amended by
                  -------------
deleting  the  proviso in the definition of "Leverage Ratio" in its entirety and
                                             --------------
substituting  in  lieu  thereof  the  following:
          "provided,  that, with respect to periods ending prior to December 31,
           ---------  ----
2000,  EBITDA  shall be calculated for the immediately preceding twelve months."
          (e)     Section  1.01  of  the  Credit Agreement is further amended by
                  -------------
deleting  the  proviso  in  the  definition  of  "Senior  Leverage Ratio" in its
                                                  ----------------------
entirety  and  substituting  in  lieu  thereof  the  following:
          "provided,  that, with respect to periods ending prior to December 31,
           ---------  ----
2000,  EBITDA  shall be calculated for the immediately preceding twelve months."
          (f)     Section  1.01  of  the  Credit Agreement is further amended by
                  -------------
deleting  the  following  existing  definitions  therein  in  their entirety and
substituting  in  lieu  thereof  the  following:
          ""EBITDA"  means,  for any period, the Company's and its Subsidiaries'
            ------
Net Income on a consolidated basis, determined in accordance with GAAP; plus, to
                                                                        ----
the  extent  deducted  in  the  computation  of  Net Income for such period, (a)
Consolidated Interest Expense, (b) income or franchise taxes paid or accrued and
(c)  amortization  and  depreciation expense; provided, however, that Net Income
                                              --------  -------
shall  be  computed  for  these  purposes without giving effect to (a) non-cash,
non-recurring  extraordinary  losses or special charges and (b) extraordinary or
special  gains;  and  provided,  further, that for periods ending on or prior to
                 ---  --------   -------
July  31,  1999, all extraordinary losses reported in fiscal year 1998 and up to
$15,000,000  of  additional cash extraordinary items and special charges related
to the Merger may be excluded from such computation; and provided, further, that
                                                     --- --------  -------
"EBITDA"  shall  be calculated after giving effect on the Pro Forma Basis to any
Acquisition  or  disposition  of  the  Designated  Non-Core  Assets  as  if such
Acquisition  or  disposition occurred on the first day of the applicable period.
EBITDA for the Fiscal Quarters ended July 31, 1998, October 31, 1998 and January
31,  1999  shall  be  deemed  to  be  that  set  forth  on  Schedule 1.1 hereto.

          "Level"  means,  and includes, Level I, Level II, Level III, Level IV,
           -----
Level  V,  Level  VI  or  Level VII whichever is in effect at the relevant time.
          "Level  I"  shall  exist  at  any time the Leverage Ratio is less than
           --------
2.5:1.0.
          "Level  II"  shall  exist  at any time the Leverage Ratio is less than
           ---------
3.0:1.0  but  equal  to  or  greater  than  2.5:1.0.
          "Level  III"  shall  exist at any time the Leverage Ratio is less than
           ----------
3.5:1.0  but  equal  to  or  greater  than  3.0:1.0.
          "Level  IV"  shall  exist  at any time the Leverage Ratio is less than
           ---------
4.0:1.0  but  greater  than  or  equal  to  3.5.0:1.0.
          "Level  V"  shall  exist  at  any time the Leverage Ratio is less than
           --------
4.5:1.0  but  greater  than  or  equal  to  4.0:1.0.
          "Level  VI"  shall  exist  at any time the Leverage Ratio is less than
           ---------
5.0:1.0  but  greater  than  or  equal  to  4.5:1.0.
          "Level VII" shall exist at any time the Leverage Ratio is greater than
           ---------
or  equal  to  5.0:1.0."
          (g)     Section  1.01  of  the  Credit Agreement is further amended by
                  -------------
inserting  the  following  new  definitions  in  their appropriate alphabetical:
     ""Available  Commitment"  as  to any Lender, means such Lender's Commitment
       ---------------------
reduced by its Pro Rata Share of the Permitted Acquisition Reserve and as to all
Lenders,  means  the  aggregate  of  such  Lender's  Commitment  reduced  by the
Permitted  Acquisition  Reserve.

     Foundry  Acquisition"  means the acquisition of a North American foundry by
      -------------------
the  Company  as  determined  by  the  Agent  and  the  Majority  Lenders.

     "Net  Proceeds"  means  (a)  the  sum  of  cash  or readily marketable cash
      -------------
equivalents  received (including by way of a cash generating sale or discounting
      -
of  a  note or receivable, but excluding any other consideration received in the
form of assumption by the acquiring Person of debt or other obligations relating
to  the  properties  or  assets so disposed of or received in any other non-cash
form)  therefrom, whether at the time of such disposition or subsequent thereto,
or  (b) with respect to any sale or issuance of equity or debt securities of the
Company  or any Subsidiary, cash or readily marketable cash equivalents received
(but  excluding  any other non-cash form) therefrom, whether at the time of such
disposition, sale or issuance or subsequent thereto, net, in either case, of all
legal,  title  and  recording  tax  expenses, commissions and other fees and all
costs  and  expenses  incurred  and  all  federal,  state, local and other taxes
required  to  be  accrued  as a liability as a consequence of such transactions.
     "Permitted  Acquisition Reserve" means, at any date, an amount equal to 50%
      ------------------------------
of  the  aggregate  Net Proceeds realized upon the sale or disposition of all or
any  part  of  the  Designed  Non-Core  Assets made by the Company or any of its
Subsidiaries  less  any  amount  utilized pursuant to the following sentence and
              ----
less  any  reductions  required  by  the  last  sentence  of  this  definition.
   -

     The  Permitted  Acquisition Reserve may be utilized (and shall be deemed to
be  reduced  immediately  prior to such utilization) by the Company for the cash
portion  of  the purchase price paid in connection with an Acquisition permitted
by  Section  8.04 hereof as long as (a) use of the Permitted Acquisition Reserve
    -------------
for  such  Acquisition  is  approved  by  the Majority Lenders or (b) all of the
following  conditions  are  satisfied:

               (i)     the  Acquisition is consummated and such consideration is
paid  on  or  before  the  18th  month anniversary of the date of receipt of Net
Proceeds  which established such portion of the Permitted Acquisition Reserve to
be  utilized  (determined  on  a  first-in,  first-out  basis)  and

               (ii)     after  giving  affect of such Acquisition, the Company's
pro-forma  Senior  Leverage Ratio shall be no greater than the ratio required by
Section  8.14  at the time of consummation of such Acquisition less 0.25 and the
 ------------                                                  ----
Agent shall have received a certificate from a Responsible Officer certifying to
the  foregoing  and  attaching  a  calculation  satisfactory  to  the  Agent
demonstrating  the  same.  The Permitted Acquisition Reserve shall be reduced to
the  extent  utilized  as  permitted  by  the preceding sentence.  The Permitted
Acquisition  Reserve  shall also be reduced on the 18th month anniversary of the
date  of  receipt  of  Net Proceeds which establish any portion of the Permitted
Acquisition  Reserve to the extent such amount has not been utilized (determined
on  a  first-in,  first  out  basis)  pursuant  to  the  second sentence of this
definition  and  the  amount  of  such deduction shall be applied as a permanent
reduction  of  the  Commitments  pursuant  to  Section  2.10(c)  hereof.
                                               ----------------

          "Pro  Forma Basis" means, with respect to the preparation of pro forma
           ----------------
financial  statements  for  purposes  of  the  tests  set forth in the permitted
adjustment  to  EBITDA,  a  pro  forma  on  the  basis that (A) any Indebtedness
incurred  or  assumed  in  connection  with  such  Acquisition,  or  reduced  or
eliminated  in  connection with such sale or disposition, was incurred, assumed,
reduced  or  eliminated  on  the first day of the applicable period, (B) if such
Indebtedness  bears  a  floating interest rate, such interest shall be paid over
the  pro  forma  period at the rate in effect on the date of such Acquisition or
sale  or  disposition,  as the case may be (C) all income and expense associated
with  the assets or entity acquired in connection with such Acquisition, or sold
or  disposed of in connection with such disposition, for the most recently ended
four  fiscal  quarter  period  for  which  such  income  and expense amounts are
available  shall  be treated as being earned or incurred by the Company over the
applicable period on a pro forma basis and (D) without giving effect to any cost
savings.

     "Scheduled  Commitment  Reduction"  has  the  meaning  specified in Section
      --------------------------------                                   -------
2.10(b)."
     --

          (h)     Section  2.01 of the Credit Agreement is amended by (A) adding
                  -------------
the  following  phrase  after  the  term  "Commitment"  appearing  in the second
parenthetical  of  the first sentence therein "as may be reduced pursuant to the
terms  hereof"  and (B) (i) deleting the phrase "combined Commitments" appearing
in  the  first  proviso  to  the  first sentence therein, (ii) deleting the term
"Commitment"  appearing  in  the first proviso to the first sentence therein and
(iii) deleting the term "Commitment" appearing in the last sentence thereof, and
substituting  in  each  place  in  lieu  thereof, the phrase "combined Available
Commitments  or  Available  Commitment,  respectively".

          (i)     Sections  2.05,  2.06,  2.08,  2.09  and  3.01  of  the Credit
                  ----------------------------------------------
Agreement  are  amended by deleting term "Commitment" wherever such term appears
in  such  Sections  and  substituting  in  lieu  thereof  the  phrase "Available
Commitment";  provided, however, that wheresoever such term shall appear in such
              --------  -------
Sections  as  "Swing  Line  Commitment" or "L/C Commitment" no such substitution
therefor  shall  be  made.

          (j)     Section  2.09  of the Credit Agreement is amended by inserting
                  -------------
after  clause  (d)  thereof  the  following  new  clause  (e):

     "(e)     On  the  Business  Day of receipt of the proceeds from the sale or
disposition  of  any  Designated  Non-Core  Assets, the Company shall prepay the
Revolving Loans in an amount equal to 35% of the Net Proceeds realized upon such
sale or disposition made by the Company or any of its Subsidiaries in any fiscal
year  and  such  amount  prepaid shall permanently reduce the Commitments of the
Revolving  Lenders.  Any  reduction  of the Commitments shall be applied to each
Revolving  Lender  according  to  its  Pro  Rata  Share; provided, however, that
                                                         --------  -------
amounts  prepaid pursuant to this Section 2.09(e) prior to January 1, 2001 shall
                                  ---------------
be  applied  first  to reduce the January 1, 2001 Scheduled Commitment Reduction
and  second  to  reduce  the June 30, 2001 Scheduled Commitment Reduction.  Once
reduced  in  accordance  with this Section the Commitments may not be increased.
The  Company  shall  use its best efforts to notify the Agent and each Revolving
Lender of the amount of any required prepayment as soon as practicable and in no
event  later  than  ten  (10)  Business  Days  before  it  is  made."
          (k)     Section  2.10  of  the Credit Agreement is amended by deleting
                  -------------
the  heading  "Repayment" and inserting in lieu thereof the following "Repayment
               ---------                                               ---------
and  Commitment  Reductions" and is further amended by inserting an "(a)" before
 --------------------------
the  word  "the"  appearing  at  the beginning of the first sentence thereof and
inserting  after  clause (a) thereof the following new clauses (b), (c) and (d):

     "(b)     Notwithstanding anything to the contrary herein and independent of
any  other  obligation  to  make any reduction of the Commitments, the aggregate
Commitments  shall  be permanently reduced on the following dates by the amounts
set forth opposite such date, as such amounts may be reduced pursuant to Section
                                                                         -------
2.09(e)  (each,  a  "Scheduled  Commitment  Reduction").
-------              --------------------------------
<TABLE>
<CAPTION>
<S>      <C>
         Aggregate Scheduled
Date. .  Commitment Reduction
-------  ---------------------
1/1/01.  $ 10,000,000
6/30/01  $  5,000,000
1/1/02.  $ 10,000,000
6/30/02  $  5,000,000
1/1/03.  $ 15,000,000
</TABLE>

     (c)     The  aggregate  Commitments  shall  be  permanently  reduced by any
decrease  in  the Permitted Acquisition Reserve required by the last sentence of
the  definition  of  Permitted  Acquisition  Reserve.

     (d)     Each  reduction  of the Commitments pursuant to clauses (b) and (c)
above  shall be applied to each Lender in accordance with its Pro Rata Share and
the  Commitments  once  reduced  may  not  be  increased."

          (l)     Section  8.02  of  the  Credit  Agreement  is  amended  by (i)
                  -------------
deleting  the  word  "and"  appearing  at  the  end  of clause (b) thereof, (ii)
deleting  the period appearing at the end of clause (c) thereof and inserting ";
and" in place thereof and (iii) inserting after clause (c) thereof the following
new  clause  (d):

     "(d)     dispositions  of  equipment, inventory, assets and property by the
Company  or  any  of  its  Subsidiaries  constituting  all  or  any  part of the
Designated  Non-Core  Assets;  provided, that, the Company shall comply with the
                               --------  ----
provision  of  Section  2.09(e)  in  connection  with such sale or disposition."
               ----------------

          (m)     Section  8.04  of the Credit Agreement is amended by inserting
                  -------------
the  following after the word "exceeds" in clause (ii) of paragraph (f) therein:

     "(x)  if  the  Company's  Senior  Leverage Ratio as of the preceding fiscal
quarter  is  greater  than  or  equal  to  2.75:1.0,  $5,000,000  for any single
Acquisition  or,  as  long  as the aggregate consideration for such Acquisitions
during  the  Term  of  this  Agreement,  after  giving  effect  to  the proposed
Acquisition,  would  not  exceed  $20,000,000  (other  than consideration of the
Foundry  Acquisition)  or  (y)  if the Company's Senior Leverage Ratio as of the
preceding  fiscal  quarter  is  less  than  2.75:1.0,"

          (n)     Section 8.04 of the Credit Agreement is further amended by (i)
                  ------------
deleting  the  word  "and"  appearing  at  the  end  of clause (f) thereof, (ii)
deleting  the period appearing at the end of clause (g) thereof and inserting ";
and" in place thereof and (iii) inserting after clause (g) thereof the following
new  clause  (h):

     "(h)     the  Foundry  Acquisition;  provided, that, the aggregate purchase
                                          --------  ----
price therefor shall not exceed $13,000,000 and provided, further, that the cash
                                                --------  -------
consideration,  together  with the assumption of debt, portion of such aggregate
purchase  price  shall  not  exceed  $3,000,000."

          (o)     Effective  as of December 30, 1999, Section 8.14 of the Credit
                                                      ------------
Agreement  is  amended  by  deleting  the  table  therein  in  its  entirety and
substituting  in  lieu  thereof  the  following:
<TABLE>
<CAPTION>

<S>                                                      <C>
"Period.                                                  Ratio
----------------------------------------                 ---------


From and including the last day of the
fiscal quarter ended in December, 1999
to but excluding the last day of the
fiscal quarter ended in March, 2000                        5.50:1.0

Thereafter, from and including the last
day of the fiscal quarter ended in
March, 2000 to but excluding the last
day of the fiscal quarter ended in June,
2000                                                       6.00:1.0

Thereafter, from and including the last
day of the fiscal quarter ended in June,
2000 to but excluding the last day of
the fiscal quarter ended in September,
2000                                                       5.80:1.0

Thereafter, from and including the last
day of the fiscal quarter ended in
September, 2000 to but excluding the
last day of the fiscal quarter ended in
December, 2000                                             5.50:1.0

Thereafter, from and including the last
day of the fiscal quarter ended in
December, 2000 to but excluding the
last day of the fiscal quarter ended in
March, 2001.                                               5.00:1.0

Thereafter, from and including the last
day of the fiscal quarter ended in
March, 2001 to but excluding the last
day of the fiscal quarter ended in June,
2001                                                       4.75:1.0

Thereafter, from and including the last
day of the fiscal quarter ended in June
2001 to but excluding the last day of
the fiscal quarter ended in September,
2001                                                       4.50:1.0

Thereafter, from and including the last
day of the fiscal quarter ended in
September, 2001 to but excluding the
last day of the fiscal quarter ended in
December, 2001 . . . . . . . . . . . . .                   4.25:1.0

Thereafter, from and including the last
day of the fiscal quarter ended in
December, 2001 to but excluding the
last day of the fiscal quarter ended in
March 2002                                                 4.00:1.0

Thereafter, from and including the last
day of the fiscal quarter ended in
March, 2002 to but excluding the last
day of the fiscal quarter ended in June,
2002                                                       3.75:1.0

Thereafter, from and including the last
day of the fiscal quarter ended in June,
2002 to but excluding the last day of
the fiscal quarter ended in September,
2002                                                       3.50:1.0

Thereafter                                                3.25:1.0"
</TABLE>

          (p)     Effective  as of December 30, 1999, Section 8.15 of the Credit
                                                      ------------
Agreement  is  amended  by  deleting  the  table  therein  in  its  entirety and
substituting  in  lieu  thereof  the  following:
<TABLE>
<CAPTION>



<S>                                           <C>
Period . . . . . . . . . . . . . . . . . . .    Ratio
                                              ---------

From and including the last day of the
fiscal quarter ended in December, 1999 to
but excluding the last day of the fiscal
quarter ended in March, 2000 . . . . . . . .               4.00:1.0

Thereafter, from and including the last day
of the fiscal quarter ended in March, 2000
to but excluding the last day of the fiscal
quarter ended in June, 2000. . . . . . . . .               4.50:1.0


Thereafter, from and including the last day
of the fiscal quarter ended in June, 2000 to
but excluding the last day of the fiscal
quarter ended in September, 2000 . . . . . .               4.30:1.0


Thereafter, from and including the last day
of the fiscal quarter ended in September,
2000 to but excluding the last day of the
fiscal quarter ended in December, 2000 . . .              4.00:1.0


Thereafter, from and including the last day
of the fiscal quarter ended in December,
 2000 to but excluding the last day of the
fiscal quarter ended in March, 2001. . . . .              3.50:1.0

Thereafter, from and including the last day
of the fiscal quarter ended in March, 2001
to but excluding the last day of the fiscal
quarter ended in June, 2001. . . . . . . . .              3.25:1.0

Thereafter, from and including the last day
of the fiscal quarter ended in June 2001 to
but excluding the last day of the fiscal
quarter ended in September, 2001 . . . . . .              3.00:1.0


Thereafter, from and including the last day
of the fiscal quarter ended in September,
2001 to but excluding the last day of the
fiscal quarter ended in December, 2001 . . .              2.75:1.0

Thereafter . . . . . . . . . . . . . . . . .             2.50:1.0"
</TABLE>

          (q)     Effective  as of December 30, 1999, Section 8.16 of the Credit
                                                      ------------
Agreement  is  amended  by  deleting  the  table  therein  in  its  entirety and
substituting  in  lieu  thereof  the  following:
<TABLE>
<CAPTION>



<S>                                            <C>
"Period . . . . . . . . . . . . . . . . . . .    Ratio
---------------------------------------------   -------
From and including the last day of the
fiscal quarter ended in December, 1999 to
but excluding the last day of the fiscal
quarter ended in March, 2000. . . . . . . . .              2.25:1.0

Thereafter, from and including the last day
of the fiscal quarter ended in March, 2000
to but excluding the last day of the fiscal
quarter ended in June, 2000 . . . . . . . . .              2.00:1.0


Thereafter, from and including the last day
of the fiscal quarter ended in June, 2000 to
 but excluding the last day of the fiscal
quarter ended in September, 2000. . . . . . .             1.95:1.0


Thereafter, from and including the last day
of the fiscal quarter ended in September,
2000 to but excluding the last day of the
fiscal quarter ended in December, 2000. . . .             2.20:1.0


Thereafter, from and including the last day
of the fiscal quarter ended in December,
2000 to but excluding the last day of the
fiscal quarter ended in March, 2001 . . . . .             2.50:1.0

Thereafter, from and including the last day
of the fiscal quarter ended in March, 2001
to but excluding the last day of the fiscal
quarter ended in June, 2001 . . . . . . . . .             2.75:1.0

Thereafter. . . . . . . . . . . . . . . . . .            3.00:1.0"

</TABLE>

          (r)     The Credit Agreement is amended by inserting the following new
Section8.19:
-----------

"     8.19     EBITDA.  As  of  the end of any fiscal quarter, the Company shall
               ------
not  permit  its  EBITDA for the immediately preceding twelve month period to be
less  than  $44,000,000;  plus  or  minus, as the case may be, any adjustment to
EBITDA  pursuant  to  the  last  proviso  of  the  definition of EBITDA for such
period."
     2.     Other  Agreements.
            -----------------
          (a)     Field  Audit.  In  accordance  with Section 7.10 of the Credit
                  ------------                        ------------
Agreement,  within  30  days after the date hereof, the Company, at its expense,
shall cooperate with the Agent and its representatives to complete a field audit
of  the Company and its Subsidiaries and the results of the field audit shall be
shared  with  each  of  the  Lenders.
          (b)     Assignment  of  Operating  Accounts.  Within 30 days after the
                  -----------------------------------
date  hereof, the Company shall have assigned to the Collateral Agent, on behalf
of  the  Lenders,  any  and all balances, credits, deposits (general or special,
time  or  demand, provisional or final), accounts, including without limitation,
all  operating  accounts,  or  monies  of  or in the name of the Company and the
Collateral  Agent shall have received acknowledgements of its perfected interest
therein  from  all  such  account  holders  as  it  deems  necessary.
     3.     Representations  and  Warranties  of  the  Borrowers.  The Borrowers
            ----------------------------------------------------
represent  and  warrant  that:
          (a)     The  execution,  delivery  and  performance  by  each  of  the
Borrowers of this Agreement have been duly authorized by all necessary corporate
action  and that this Agreement is a legal, valid and binding obligation of such
Borrower  enforceable against such Borrower in accordance with its terms, except
as  the  enforcement  thereof  may  be  subject to  the effect of any applicable
bankruptcy,  insolvency,  reorganization,  moratorium  or  similar law affecting
creditors'  rights  generally;

          (b)     Each  of  the  representations and warranties contained in the
Credit  Agreement  is true and correct in all material respects on and as of the
date  hereof  as  if made on the date hereof, except to the extent that any such
representation  or  warranty  relates  to  an  earlier  date, in which case such
representation or warranty shall be true and correct in all material respects as
of  such  earlier  date;  and

          (c)     After  giving effect to this Agreement, no Default or Event of
Default  has  occurred  and  is  continuing.

     4.     Conditions  to  Effectiveness  of  Agreement.  This  Agreement shall
            --------------------------------------------
become  effective  on  the  date  (the  "Effective  Date") each of the following
                                         ---------------
conditions  precedent  is  satisfied:
          (a)     Execution  and  Delivery.  The  Borrowers,  the  Agent and the
                  ------------------------
Majority  Lenders  shall  have  executed  and  delivered  this  Agreement.
          (b)     No  Defaults.     After  giving  effect  to this Agreement, no
                  ------------
Default  or  Event of Default under the Credit Agreement shall have occurred and
be  continuing.
          (c)     Representations  and  Warranties.  After  giving effect to the
                  --------------------------------
amendments contemplated by this Agreement, the representations and warranties of
the  Borrowers  contained  in this Agreement, the Credit Agreement and the other
Loan  Documents  shall  be  true and correct in all respects as of the Effective
Date,  with  the  same  effect as though made on such date, except to the extent
that  any  such  representation or warranty relates to an earlier date, in which
case  such  representation or warranty shall be true and correct in all material
respects  as  of  such  earlier  date.
          (d)     Reaffirmation  of  Guaranty.  The  Agent shall have received a
                  ---------------------------
Reaffirmation  of Guaranty dated as of the Effective Date in the form of Exhibit
                                                                         -------
A-1  and  Exhibit  A-2  attached  hereto  duly  executed  by  each  Guarantor.
---       ------------
          (e)     Equity  Investment.  Prior  to  or  concurrently  with  the
                  ------------------
execution  of  this  Agreement,  the  Company  shall have received not less than
$15,000,000  in  Net  Proceeds  (as  defined in the Credit Agreement, as amended
hereby) from the issuance of the Company's capital stock on terms and conditions
satisfactory  to  the  Agent  and  the  Majority  Lenders.
          (f)     Legal  Opinion.  The Company shall agree to deliver an opinion
                  --------------
addressed  to the Agent, the Collateral Agent and the Lenders of Mark F. Baggio,
in  form  and  substance  satisfactory  to  the  Agent.
          (g)     Payment of Expenses and Fees.  The Company shall have paid all
                  ----------------------------
of  the fees and expenses of (i) Winston & Strawn, counsel to the Agent and (ii)
the  Company  shall  have  paid in full to the Agent for ratable distribution to
each  Lender  an  amount  equal  to  0.1875%  of  the Commitment of such Lender.
     5.     Reference  to  and  Effect  Upon  the  Credit  Agreement.
            --------------------------------------------------------

          (a)     Upon  the  Effective  Date,  each  reference  in  the  Credit
Agreement to "this Agreement," "hereunder," "hereof," "herein," or words of like
import  and  each  reference to the Credit Agreement in each Loan Document shall
mean  and  be a reference to the Credit Agreement as amended and restated hereby
and  the  Credit Agreement is amended as set forth herein and is hereby restated
in its entirety to read as set forth in the Credit Agreement with the amendments
specified  herein.

          (b)     Except  as  specifically  amended  above,  all  of  the terms,
conditions  and  covenants  of the Credit Agreement and the other Loan Documents
shall  remain unaltered and in full force and effect and are hereby ratified and
confirmed  in  all  respects.

          (c)     The  execution,  delivery  and effectiveness of this Agreement
shall  not operate as a waiver of any right, power or remedy of the Agent or any
Lender  under  the Credit Agreement or any other Loan Document, nor constitute a
waiver  of any provision of the Credit Agreement or any Loan Document, except as
specifically  set  forth  herein.

     6.     Costs  and Expenses. The Company hereby affirms its obligation under
            -------------------
Section  11.04 of the Credit Agreement to reimburse the Agent for all reasonable
--------------
costs, internal charges and out-of-pocket expenses paid or incurred by the Agent
in  connection with the preparation, negotiation, execution and delivery of this
Agreement,  including but not limited to the attorneys' fees and time charges of
attorneys  for  the Agent with respect thereto.  Furthermore, the Company hereby
affirms  its  obligation  under  Section 7.10 of the Credit Agreement to pay the
                                 ------------
expenses  incurred  in  connection with the inspection of its property and books
and  records  under  Section  2(a)  of  this  Agreement.
                            ------

     7.     Counterparts.  This  Agreement  may  be  executed  in  any number of
            ------------
counterparts, each of which when so executed shall be deemed an original but all
such  counterparts  shall  constitute  one  and  the  same  instrument.

                            (signature pages follow)

<PAGE>

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

                         ABC-NACO  INC.
                         By:
                         Name:
                         Title:

                         ABC-NACO  de  MEXICO  S.A.  de  C.V.
                         By:
                         Name:
                         Title:

                         DOMINION  CASTINGS  LIMITED
                         By:
                         Name:
                         Title:

<PAGE>

BANK  OF  AMERICA,  NATIONAL  ASSOCIATION,  as  Agent

     By:
     Name:
     Title:
BANK  OF  AMERICA,  NATIONAL  ASSOCIATION,
     Individually  as  a  Lender  and  as  the  Issuing  Lender
     By:
     Name:
     Title:

<PAGE>
     ABN  AMRO  BANK  N.V.,  as  a  Lender
By:
Name:
Title:

By:
Name:
Title:

<PAGE>
BANKBOSTON,  N.A.,  as  a  Lender
By:
Name:
Title:

<PAGE>
     BANK  ONE,  NA  (Main  Office  Chicago),  as  a  Lender
By:
Name:
Title:

<PAGE>
     FIRSTAR  BANK  MILWAUKEE,  N.A.,  as  a  Lender
By:
Name:
Title:

<PAGE>
     HARRIS  TRUST  AND  SAVINGS  BANK,  as  a  Lender
By:
Name:
Title:

<PAGE>

LASALLE  BANK  NATIONAL  ASSOCIATION,  as  a  Lender
By:
Name:
Title:

<PAGE>
     THE  NORTHERN  TRUST  COMPANY,  as  a  Lender
By:
Name:
Title:

<PAGE>
     PNC  BANK,  NATIONAL  ASSOCIATION,  as  a  Lender
By:
Name:
Title:

<PAGE>
U.S.  BANK  NATIONAL  ASSOCIATION,  as  a  Lender
By:
Name:
Title:

<PAGE>
BANK  OF  AMERICA  CANADA,  as  Canadian  Revolving  Lender
By:
Name:
Title:

<PAGE>
                                     ------
                                   EXHIBIT A-1

                            REAFFIRMATION OF GUARANTY
                            -------------------------

     Each  of  the  undersigned  acknowledges  receipt  of  a copy of the Second
Amended  and  Restated  Credit Agreement (the "Amendment") dated March __, 2000,
                                               ---------
consents  to  such  Amendment  and  hereby  reaffirms its obligations under that
certain  Subsidiary  Guaranty dated February 19, 1999 by the direct and indirect
subsidiaries  of  ABC-NACO  Inc.

Dated  as  of  March  __,  2000.



NACO,  INC.

By:

Name:

Title:


ABC  RAIL  BRAKESHOE  HOLDINGS,  INC.

By:

Name:

Title:


ABC  RAIL  FRENCH  HOLDINGS,  INC.

By:

Name:

Title:

<PAGE>

ABC  RAIL  PRODUCTS  CHINA  INVESTMENT  CORPORATION

By:

Name:

Title:

ABC  RAIL  SYSTEMS,  INC.

By:

Name:

Title:

ABC  RAIL  (VIRGIN  ISLANDS)  CORPORATION

By:

Name:

Title:

TRANSIT  &  RAIL  SYSTEMS,  INC.

By:

Name:

Title:

NATIONAL  CASTINGS,  INC.

By:

Name:

Title:
NACO  FLOW  PRODUCTS,  INC.

By:

Name:

Title:

NATIONAL  ENGINEERED  PRODUCTS  COMPANY,  INC.

By:

Name:

Title:

<PAGE>
------

                                   EXHIBIT A-2

                            REAFFIRMATION OF GUARANTY
                            -------------------------

     Each  of  the  undersigned  acknowledges  receipt  of  a copy of the Second
Amended  and  Restated  Credit Agreement (the "Amendment") dated March __, 2000,
                                               ---------
consents  to  such  Amendment  and  hereby  reaffirms its obligations under that
certain  Mexican Subsidiary Guaranty dated February 19, 1999, as amended by that
certain  Amendment  of Mexican Subsidiary Guaranty dated as of October 12, 1999.

Dated  as  of  March  __,  2000.



ABC-NACO  DE  MEXICO,  S.A.  DE  C.V.

By:

Name:

Title:


ABC-NACO  SERVICIOS  FERROVIARIOS,  S.A.  DE  C.V.

By:

Name:

Title:


COMMERCIALIZADORA  NATIONAL  CASTINGS,  S.A.  DE  C.V.

By:

Name:

Title:

<PAGE>