<PAGE>

                                                                   EXHIBIT 4.1.1


                      SECOND AMENDMENT TO CREDIT AGREEMENT


         THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Second Amendment"),
dated as of December 17, 2002, (the "Second Amendment Date") is entered into
among BUTLER MANUFACTURING COMPANY, a Delaware corporation ("Borrower"), the
banks listed on the signature pages hereof (collectively, the "Lenders"), and
BANK OF AMERICA, N.A., as Administrative Lender (in said capacity, the
"Administrative Lender").

         A. Borrower, the Lenders and Administrative Lender are parties to that
certain Credit Agreement, dated as of June 20, 2001, as amended by that First
Amendment to Credit Agreement dated as of December 4, 2001 (as amended, the
"Credit Agreement"; the terms defined in the Credit Agreement and not otherwise
defined herein shall be used herein as defined in the Credit Agreement).

         B. Borrower has requested that the Administrative Lender and the
Lenders amend the Credit Agreement.

         C. Lenders and Administrative Lender have agreed to amend the Credit
Agreement under certain terms and conditions, which include the Borrower and the
Guarantors granting the Collateral Agent (as defined below) a first priority
security interest in the Collateral (as defined below), subject to Permitted
Liens.

         D. As a result of certain prohibitions against the granting of a
security interest in the Collateral contained in the 2001 Private Placement
Notes and the Existing Private Placement Notes, the Borrower and the Guarantors
will not be able to grant a security interest to the Lenders unless the Note
Amendments (as defined below) are effective.

         E. Borrower and the Guarantors are willing to grant such security
interests in the Collateral. But for Borrower and the Guarantors' covenant to
grant such security interests, the Administrative Lender and the Lenders would
not be willing to enter into this Second Amendment.

         NOW, THEREFORE, in consideration of the covenants, conditions and
agreements hereafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are all hereby acknowledged, Borrower, Lenders
and Administrative Lender covenant and agree as follows:

         1. AMENDMENTS TO THE CREDIT AGREEMENT.

         (a) Section 1.1 of the Credit Agreement is hereby amended by adding a
         new definition of "Account Control Agreement" thereto in proper
         alphabetical order to read as follows:

                  "Account Control Agreement" means that certain account control
         agreement in form and substance acceptable to the Administrative
         Lender, the Lenders and each party thereto with respect to the cash
         pledged to secure Permitted Letters of Credit, each in accordance with
         the provisions of Section 2.16 (g).


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<PAGE>


         (b) Section 1.1 of the Credit Agreement is hereby amended by amending
         and restating the definition of "Applicable Margin" in its entirety to
         read as follows:

                  "Applicable Margin" means the following per annum percentages,
         applicable in the following situations:

<Table>
<Caption>
                                                                                    Base Rate        LIBOR Rate
                                               Applicability                        Advances          Advances
                                               -------------                        ---------        ----------
<S>                                                                                 <C>              <C>
         (a)      If the Capitalization Ratio is greater than or equal to 0.40        1.250             2.500
                  to 1

         (b)      If the Capitalization Ratio is greater than or equal to 0.30        1.000             2.250
                  to 1 but less than 0.40 to 1

         (c)      If the Capitalization Ratio is greater than or equal to 0.20        1.000             2.000
                  to 1 but less than 0.30 to 1

         (d)      If the Capitalization Ratio is less than 0.20 to 1                  1.000             1.750
</Table>


         The Applicable Margin payable by the Borrower on the Advances
         outstanding hereunder shall be subject to reduction or increase, as
         applicable and as set forth in the table above, on a quarterly basis
         according to the performance of the Borrower as tested using the
         Capitalization Ratio for the most recent fiscal quarter; provided, that
         each adjustment in the LIBOR Rate or the Base Rate, as the case may be,
         shall be effective with respect to LIBOR Advances or Base Rate Advances
         (i) made following the Financial Statement Due Date, on the date of
         making of such LIBOR Advance or Base Rate Advance and (ii) outstanding
         on the Financial Statement Due Date, on the Financial Statement Due
         Date. If the financial statements are not received by the Lenders on
         the Financial Statement Due Date, the Applicable Margin shall be
         determined as if the Capitalization Ratio is greater than or equal to
         0.40 to 1 until such time as such financial statements are received.

         (c) Section 1.1 of the Credit Agreement is hereby amended by adding a
         new definition of "Capital Stock" thereto in proper alphabetical order
         to read as follows:

                  "Capital Stock" means, as to any Person, the equity interests
         in such Person, including, without limitation, the shares of each class
         of capital stock in any Person that is a corporation, each class of
         partnership interest in any Person that is a partnership, and each
         class of membership interest in any Person that is a limited liability
         company, and any warrants or options to purchase or otherwise acquire
         any such equity interests.

         (d) Section 1.1 of the Credit Agreement is hereby amended by adding a
         new definition of "Cash and Cash Equivalents" in proper alphabetical
         order to read as follows:

                  "Cash and Cash Equivalents" means cash (as defined under GAAP)
         and with respect to the Borrower and each of its Subsidiaries (i)
         securities issued or directly and fully guaranteed or insured by the
         United States Government or any agency or instrumentality thereof
         having maturities of not more than one year from the date of
         acquisition, (ii) direct obligations issued by any state or political
         subdivision of the United States, which mature within one year from the
         date of investment and have one of the two highest ratings obtainable
         from S&P, Moody's or Fitch on the date of investment, (iii)
         certificates of deposit and time deposits with maturities of one year
         or


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<PAGE>


         less from the date of acquisition, bankers' acceptances with maturities
         not exceeding one year and overnight bank deposits and demand deposits,
         in each case with any Lender or any domestic commercial bank having
         capital and surplus in excess of $250,000,000, (iv) repurchase
         obligations with a term of not more than seven days for underlying
         securities of the types described in clauses (i), (ii) and (iii) above
         entered into with any Lender or any financial institution meeting the
         qualifications specified in clause (iii) above, (v) commercial paper
         issued by any Lender or the parent corporation of any Lender, and
         commercial paper rated A-1 or the equivalent thereof by S&P or P-1 or
         the equivalent thereof by Moody's, and in each case maturing within six
         months after the date of acquisition and (vi) shares of money market
         funds that invest solely in investments of the type described in
         clauses (i) through (v) above or that are subject to the risk limiting
         conditions of Rule 2a-7 or any successor rule under the Investment
         Company Act of 1940, as amended.

         (e) Section 1.1 of the Credit Agreement is hereby amended by adding a
         new definition of "Collateral" in proper alphabetical order to read as
         follows:

                  "Collateral" has the meaning set forth in Section 2.17 hereof.

         (f) Section 1.1 of the Credit Agreement is hereby amended by adding a
         new definition of "Collateral Agent" in proper alphabetical order to
         read as follows:

                  "Collateral Agent" means Bank of America, N.A., in its
         capacity as collateral agent for the Lenders, and if so provided in the
         Note Amendments, the Note Holders.

         (g) Section 1.1 of the Credit Agreement is hereby amended by amending
         and restating the definition of "Commitment" in its entirety to read as
         follows:

                  "Commitment" means $35,000,000, as reduced from time to time
         pursuant to Section 2.6 hereof, provided, that no more than $10,000,000
         may be outstanding at any time in the form of Advances other than
         Advances resulting from unreimbursed draws under Letters of Credit.

         (h) The defined term "Future Headquarters" set forth in Section 1.1 of
         the Credit Agreement is hereby amended and restated in its entirety to
         be "Corporate Headquarters" and is defined as follows:

                  "Corporate Headquarters" means that certain corporate
         headquarters building and related parking garage leases of the Borrower
         located at 1540 Gennesee Street, Kansas City, Missouri.

         (i) This defined term "Future Headquarters Sale and Leaseback" set
         forth in Section 1.1 of the Credit Agreement is hereby amended and
         restated in its entirety to be "Corporate Headquarters Sale and
         Leaseback" and is defined as follows:

                  "Corporate Headquarters Sale and Leaseback" means that certain
         sale and leaseback of the Corporate Headquarters (including, in a
         separate transaction, the sale and leaseback of the personal property
         used therein and the resale by the Borrower of the bonds secured by the
         Corporate Headquarters) in an amount not to exceed $28,500,000.


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         (j) Section 1.1 of the Credit Agreement is hereby amended by amending
         and restating the definition of "Loan Documents" in its entirety to
         read as follows:

                  "Loan Documents" means this Agreement, the Revolving Credit
         Notes, the Subsidiary Guaranty, any Swap Contract entered into with any
         Lender or any Lender Affiliate, all documents, instruments and
         agreements relating to treasury management among the Borrower or any
         Subsidiary and the Administrative Lender, and other documents,
         instruments and agreements in connection with any other bank products
         among the Borrower or any Subsidiary and the Administrative Lender or
         any Lender, each L/C Related Document, the Account Control Agreement,
         the Pledge Agreement, the Security Agreement, any fee letters,
         Assignment Agreements, post-closing letters and any other document or
         agreement executed or delivered from time to time by the Borrower or
         any Subsidiary in connection herewith or as security for the
         Obligations.

         (k) Section 1.1 of the Credit Agreement is hereby amended by adding a
         new definition of "Non-recourse Debt" thereto in proper alphabetical
         order to read as follows:

                  "Non-recourse Debt" means (i) non-recourse Debt secured by
         Liens granted on real estate and the improvements thereon purchased or
         held for development and sale, including any completed project until
         its sale to a customer, not to exceed $35,000,000 in aggregate amount
         outstanding at any time and in which the Borrower or its Subsidiaries
         do not invest at any time more than 45% of the purchase and development
         costs of such real estate and improvements, and (ii) Debt of Foreign
         Subsidiaries that is non-recourse to the Borrower and the Guarantors
         (a) which is listed on Schedule 7.13 and is existing on the Second
         Amendment Date and (b) not to exceed $15,000,000 in aggregate amount
         outstanding at any time if not listed on Schedule 7.13.

         (l) Section 1.1 of the Credit Agreement is hereby amended by adding a
         new definition of "Note Holders" in proper alphabetical order to read
         as follows:

                  "Note Holders" means the holders of the 2001 Private Placement
         Notes and the Existing Private Placement Notes.

         (m) Section 1.1 of the Credit Agreement is hereby amended by amending
         and restating the definition of "Obligations" in its entirety to read
         as follows:

                  "Obligations" means all advances to, and debts, liabilities,
         present and future obligations, covenants and duties of the Borrower or
         any Subsidiary arising under any Loan Document, and all renewals and
         extensions of all or any part thereof or arising from any bank products
         provided by the Administrative Lender, whether direct or indirect
         (including those acquired by assumption), absolute or contingent, due
         or to become due, now existing or hereafter arising, or future
         amendments thereto, all interest accruing on all or any part thereof
         and reasonable attorneys' fees incurred by the Administrative Lender
         for the preparation of this Agreement and consummation of this credit
         facility, execution of waivers, amendments and consents, and in
         connection with the enforcement or the collection of all or any part
         thereof. Without limiting the generality of the foregoing,
         "Obligations" includes all amounts which would be owed by the Borrower
         or any Subsidiary to Administrative Lender, Lenders or any Lender
         Affiliate under any Loan Document, but for the fact that they are
         unenforceable or not allowable due to the existence of a bankruptcy,
         reorganization or similar proceeding involving the Borrower or any
         Subsidiary (including all such amounts which would become due or would
         be secured but for the filing of


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<PAGE>


         any petition in bankruptcy, or the commencement of any insolvency,
         reorganization or like proceeding of the Borrower or any Subsidiary
         under any Debtor Relief Law).

         (n) Section 1.1 of the Credit Agreement is hereby amended by adding a
         new definition of "Permitted Letters of Credit" in proper alphabetical
         order to read as follows:

                  "Permitted Letters of Credit" means (i) each of those Letters
         of Credit described on Schedule 1.1(c) together with renewals,
         extensions (including increases) thereof, and (ii) any new Letters of
         Credit requested by the Borrower in the ordinary course of business of
         the Borrower and the Subsidiaries, unless the requested new Letter of
         Credit would secure Debt to Persons other than the Lenders that would
         constitute Total Funded Debt (which for purposes of this definition
         only shall also include Debt in clause (b) of the definition of Debt)
         upon issuance of the new Letter of Credit.

         (o) Section 1.1 of the Credit Agreement is hereby amended by amending
         and restating the definition of "Permitted Liens" in its entirety to
         read as follows:

                  "Permitted Liens" means, as applied to any Person, any or all
         of the following:

                  (a) any Lien in favor of the Lenders and/or the Collateral
         Agent to secure the Obligations hereunder;

                  (b)(i) Liens on real estate for real estate taxes,
         assessments, governmental charges, levies, payments in lieu of taxes,
         impact fees, payments due under declarations and covenants, water and
         sewer charges, and dues or assessments of association, levy, management
         or similar districts that are not yet delinquent, (ii) Liens created by
         lease agreements to secure the payments of rental amounts and other
         sums not yet due thereunder, (iii) Liens on leasehold interests created
         by the lessor in favor of any mortgagee of the leased premises, and
         (iv) Liens for taxes, assessments, governmental charges, levies or
         claims that are being diligently contested in good faith by appropriate
         proceedings and for which adequate reserves shall have been set aside
         on such Person's books, but only so long as no foreclosure, restraint,
         sale or similar proceedings have been commenced with respect thereto
         and the payment thereof is not at the time required by Section 5.6
         hereof;

                  (c) Liens of carriers, warehousemen, mechanics, laborers and
         materialmen and other similar Liens incurred in the ordinary course of
         business for sums not yet due or being contested in good faith, if such
         reserve or appropriate provision, if any, as shall be required by GAAP
         shall have been made therefor;

                  (d) Liens incurred in the ordinary course of business in
         connection with worker's compensation, unemployment insurance or
         similar legislation;

                  (e) Easements, right-of-way, restrictions and other similar
         encumbrances on the use of real property which do not interfere with
         the ordinary conduct of the business of such Person;

                  (f) Purchase Money Liens if, after giving effect thereto and
         to any concurrent transactions (i) each such Purchase Money Lien
         secures an amount not exceeding 100% of the cost of the particular
         Property to which it relates; provided, such Property is purchased in
         the ordinary course of business and (ii) such Purchase Money Lien
         encumbers only Property (A) purchased after the Agreement Date, (B)
         acquired with the proceeds of the Debt secured



                                       5
<PAGE>

         thereby or credit extended by the seller of the Property and (C)
         immediately after, and after giving effect thereto, no Default or Event
         of Default would exist;

                  (g) Any Liens existing on the Second Amendment Date which are
         described on Schedule 1.1(b) hereto, and Liens resulting from the
         refinancing of the related Debt, provided that the Debt secured thereby
         shall not be increased and the Liens shall not cover additional assets
         of the Borrower;

                  (h) Liens on Property of a Subsidiary which secure obligations
         of that Subsidiary owing to the Borrower or a Domestic Subsidiary;

                  (i) Liens on cash advanced, together with earnings and
         proceeds thereof, as collateral for reimbursement obligations under
         bank letters of credit, which Liens arise only upon a default in the
         agreements providing for such letters of credit, so long as the cash
         advanced as collateral with respect thereto does not exceed $7,000,000
         in aggregate amount outstanding at any time;

                  (j) any attachment or judgment Lien, unless the judgment it
         secures shall not, within 30 days after the entry thereof, have been
         discharged or execution thereof stayed pending appeal, or shall not
         have been discharged within 30 days after the expiration of any such
         stay;

                  (k) Liens granted in connection with Non-recourse Debt;
         provided that any Non-recourse Debt which is Debt of a Foreign
         Subsidiary shall only be secured by assets of a Foreign Subsidiary;

                  (l) The pari passu security interest in the Collateral granted
         to the Collateral Agent for the benefit of the Lenders and, if required
         in connection with the Note Amendments, the Note Holders, on terms and
         conditions acceptable to the Administrative Lender and the Lenders; and

                  (m) Liens not otherwise described in clauses (a) through (l)
         above securing Debt not to exceed $10,000,000 in aggregate amount
         outstanding at any time, determined for the Borrower and its
         Subsidiaries on a consolidated basis.

         (p) Section 1.1 of the Credit Agreement is hereby amended by adding a
         new definition of "Pledge Agreement" in proper alphabetical order to
         read as follows:

                  "Pledge Agreement" means that certain pledge agreement in form
         and substance acceptable to the Administrative Lender, the Lenders, the
         Note Holders, the Borrower and each party thereto in connection with
         the pledge of the Collateral.

         (q) Section 1.1 of the Credit Agreement is hereby amended by adding a
         new definition of "Security Agreement" in proper alphabetical order to
         read as follows:

         (r) "Security Agreement" means that certain security
         agreement in form and substance acceptable to the Administrative
         Lender, the Lenders, the Note Holders, the Borrower and each party
         thereto in connection with the pledge of the Collateral.

         (s) Section 1.1 of the Credit Agreement is hereby amended by amending
         and restating the definition of "Special Counsel" in its entirety to
         read as follows:



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<PAGE>

                  "Special Counsel" means the law firm of Winstead Sechrest &
         Minick P.C., or such other legal counsel as the Administrative Lender
         may select.

         (t) Section 1.1 of the Credit Agreement is hereby amended by amending
         and restating the definition of "Total Funded Debt" in its entirety to
         read as follows:

                  "Total Funded Debt" means, as of any date of determination,
         determined on a consolidated basis for the Borrower and its
         Subsidiaries, all Debt of the Borrower and its Subsidiaries of the type
         described in clauses (a) through (f) of the definition of "Debt" herein
         (provided that (x) Debt of the type described in clause (b) of the
         definition of "Debt" herein shall only be deemed to be Total Funded
         Debt to the extent that obligations are outstanding as a result of
         draws or claims made against such instruments, (y) the bonds secured by
         the Corporate Headquarters Sale and Leaseback or a Facility Sale and
         Leaseback, and Borrower's obligations to reimburse insurance providers
         for third party claims filed under any insurance program therewith
         sponsored by the Borrower or its Subsidiaries shall not be considered
         Total Funded Debt and (z) Non-recourse Debt shall not be considered
         Total Funded Debt.

         (u) Section 2.16(a) and (b) of the Credit Agreement is hereby amended
         and restated in its entirety to read as follows:

                  (a) The Letter of Credit Facilities. The Borrower may request
         an Issuing Bank, on the terms and conditions hereinafter set forth, to
         issue, and an Issuing Bank shall, if so requested, issue, letters of
         credit (the "Letters of Credit") that are Permitted Letters of Credit
         for the account of the Borrower from time to time on any Business Day
         from the Agreement Date until the Maturity Date in an aggregate maximum
         amount (assuming compliance with all conditions to drawing) not to
         exceed (together with all other Letters of Credit issued by Issuing
         Banks) at any time outstanding the lesser of (i) an amount equal to
         $30,000,000 or (ii) an amount equal to (A) the Commitment minus (B) the
         aggregate principal amount of Advances then outstanding. No Letter of
         Credit shall have an expiration date (including all rights of renewal)
         later than ten days prior to the Maturity Date, except that any Letter
         of Credit may have an automatic renewal provision that such Letter of
         Credit must permit the Issuing Bank to prevent any renewal beyond the
         Maturity Date by giving prior notice to the beneficiary thereof;
         provided, however, if any such renewal, increase, extension or issuance
         extends beyond the Maturity Date, the Borrower shall cash
         collateralize, to the extent required by any of the Lenders, the full
         face amount of each such Letter of Credit in accordance with the terms
         of Section 2.16(g) and this Agreement. Immediately upon the issuance of
         each Letter of Credit, the Issuing Bank issuing such Letter of Credit
         shall be deemed to have sold and transferred to each Lender, and each
         Lender shall be deemed to have purchased and received from such Issuing
         Bank, in each case irrevocably and without any further action by any
         party, an undivided interest and participation in such Letter of
         Credit, each drawing thereunder and the obligations of the Borrower
         under this Agreement in respect thereof in an amount equal to the
         product of (x) such Lender's Specified Percentage and (y) the maximum
         amount available to be drawn under such Letter of Credit (assuming
         compliance with all conditions to drawing). Within the limits of the
         Letter of Credit Facility, and subject to the limits referred to above,
         the Borrower may request the issuance of Letters of Credit under this
         Section 2.16(a), repay any Advances resulting from drawings thereunder
         pursuant to Section 2.16(c) and request the issuance of additional
         Letters of Credit under this Section 2.16(a). Upon the mandatory
         reduction of the Commitment pursuant to Section 2.6(b) hereof, the
         Existing Letters of Credit shall be deemed to have been issued pursuant
         hereto, and from and after such mandatory reduction, the Letters of
         Credit shall be subject to and governed by the terms hereof.



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<PAGE>

                  (b) Request for Issuance. Each Permitted Letter of Credit
         shall be issued upon request, given not later than 11:00 A.M. (Dallas
         time) on the third Business Day prior to the date of the proposed
         issuance of such Permitted Letter of Credit, by the Borrower to the
         Issuing Bank issuing such proposed Letter of Credit, which shall give
         to the Administrative Lender and each Lender prompt notice thereof by
         telex, telecopier or cable. Each Permitted Letter of Credit shall be
         issued upon notice given in accordance with the terms of any separate
         agreement between the Borrower and the Issuing Bank issuing such
         proposed Letter of Credit in form and substance reasonably satisfactory
         to the Borrower and such Issuing Bank providing for the issuance of
         Letters of Credit pursuant to this Agreement and containing terms and
         conditions not inconsistent with this Agreement (a "Letter of Credit
         Agreement"), provided that if any such terms and conditions are
         inconsistent with this Agreement, this Agreement shall control. Each
         such request for issuance of a Permitted Letter of Credit (a "Request
         for Issuance") shall be by telex, telecopier or cable, specifying
         therein, in the case of a Permitted Letter of Credit, the requested (A)
         date of such issuance (which shall be a Business Day), (B) maximum
         amount of such Letter of Credit, (C) expiration date of such Letter of
         Credit, (D) name and address of the beneficiary of such Letter of
         Credit, (E) form of such Letter of Credit and (F) such other
         information as shall be required pursuant to the relevant Letter of
         Credit Agreement. If the requested terms of such Letter of Credit are
         acceptable to the Issuing Bank issuing such proposed Letter of Credit
         in its reasonable discretion, the Issuing Bank issuing such proposed
         Letter of Credit will, upon fulfillment of the applicable conditions
         set forth in Article 3 hereof, make such Letter of Credit available to
         the Borrower at its office referred to in Section 11.1 or as otherwise
         agreed with the Borrower in connection with such issuance.

         (v) New Sections 2.16(g) and (h) of the Credit Agreement are hereby
         added to the Credit Agreement to read as follows:

                  (g) In connection with any request for issuance, renewal,
         increase or extension of a Permitted Letter of Credit that will extend
         for any period beyond the Maturity Date, the Borrower agrees that in
         connection with the issuance of such Permitted Letter of Credit, the
         Lenders may require that the Borrower contemporaneously with the
         issuance, renewal, increase or extension of such Letter of Credit (i)
         execute an Account Control Agreement pledging its interest in an
         interest bearing deposit account held by the Administrative Lender (ii)
         deposit an amount equal to or greater than 105% of the face amount of
         such Letter of Credit into such account and (iii) execute such other
         documents reasonably requested by the Administrative Lender in
         connection with the pledge of such deposit account. Administrative
         Lender and the Lenders agree that the Collateral Agent shall be
         authorized to release the Collateral (other than the cash collateral
         securing not less than 105% of the face amount of the issued and
         outstanding Letters of Credit) to the extent that (i) the Collateral
         Agent or Administrative Lender shall have a perfected first Lien
         security interest in cash collateral in an amount of not less than 105%
         of the face amount of the issued and outstanding Letters of Credit,
         (ii) the Maturity Date shall have passed and there shall be no
         outstanding Advances under this Agreement, (iii) the preference period
         under any Debtor Relief Laws shall have passed with respect to all cash
         collateral securing the Letters of Credit and (iv) the Collateral Agent
         shall have received written authorization from the Note Holders
         directing the Collateral Agent to release such Collateral.

                  (h) The Borrower, each Guarantor, the Administrative Lender
         and each Lender agree that with respect to each Letter of Credit that
         is issued, renewed, increased or extended and such



                                       8
<PAGE>

         Letter of Credit extends beyond the Maturity Date, each such parties'
         rights and obligations (including, but not limited to each Lender's
         obligation to reimburse the Issuing Bank for any Advances under such
         Letters of Credit) under this Agreement shall survive the termination
         of this Agreement and remain effective until each of the Letters of
         Credit have been terminated and all Obligations thereunder, under this
         Agreement or any of the other Loan Documents have been finally
         paid-in-full.

         (w) New Section 2.17 of the Credit Agreement are hereby added to the
         Credit Agreement to read as follows:

                  Section 2.17  Collateral.

                  (a) Description of Collateral. Payment of the Obligations,
         including, without limitation, any obligation arising under any Swap
         Contract, that is owed to the Administrative Lender or the Lenders will
         be ratably secured by the following properties and assets of the
         Borrower and the Guarantors, (i) Guarantees of the Obligations
         hereunder by each Guarantor, (ii) the Borrower's and the Guarantors'
         current and after-acquired domestic inventory, accounts (and any
         chattel paper and instruments arising as a result of the sale of the
         inventory) and equipment, (iii) 65% of the issued and outstanding stock
         of each of the direct Foreign Subsidiaries of the Borrower or a
         Guarantor, (iv) cash, and (v) all proceeds of the foregoing
         (collectively, together with all other Properties or assets of the
         Borrower and any of the Guarantors and other Persons securing the
         Obligations from time to time, the "Collateral"). Notwithstanding any
         provision of the Credit Agreement to the contrary, "Collateral" does
         not include (x) the Corporate Headquarters, together with all other
         property included in the Corporate Headquarters Sale and Leaseback, (y)
         any real estate and the improvements thereon purchased or held for
         development and sale, including any such completed real estate project
         until its sale to a customer, and (z) any property subject to Existing
         Liens as set forth on Schedule 1.1(b) to the extent that such Existing
         Liens remain in place. The Borrower shall, and shall cause the
         Guarantors to provide for the benefit of the Administrative Lender and
         the Lenders, all items to fully effect the foregoing related to the
         Collateral, including, without limitation, provide the Administrative
         Lender with UCC-1s together with security agreements, appraisals,
         hazard insurance, UCC-11 searches, Tax and Lien searches, intellectual
         property documentation and registration and other similar types of
         documents, consents, authorizations, licenses, instruments and
         agreements relating to all property and other assets of the Borrower
         and the Guarantors related to the Collateral as normally requested by
         the Administrative Lender from time to time, and at the reasonable
         request of the Administrative Lender, opinions of local legal counsel
         with respect to the execution and filing thereof, and perfection of
         Liens created thereby. The Borrower agrees that it will, and will cause
         the Guarantors to, execute and deliver, or cause to be executed and
         delivered, such documents as the Administrative Lender may from time to
         time normally request to create and perfect a Lien for the benefit of
         Administrative Lender and the Lenders in the Collateral.

                  (b) Collateral Requirement. The Borrower agrees: (i) upon the
         creation, formation or acquisition of any direct or indirect Subsidiary
         of the Borrower, to promptly (and in any event within 15 days
         thereafter) pledge 100% of the aggregate issued and outstanding Capital
         Stock of any such Subsidiary owned directly or indirectly by the
         Borrower to secure the Obligations, pursuant to a Pledge Agreement, and
         to promptly deliver to the Administrative Lender all certificates or
         other documentation evidencing 100% of such Capital Stock and, if such
         Capital Stock is stock of a corporation, together with stock powers
         executed in blank, (ii) that the Borrower will cause any newly created,
         formed or acquired Subsidiary, if it is a Domestic



                                       9
<PAGE>

         Subsidiary, to execute a Subsidiary Guaranty of the Obligations and
         become a Guarantor, (iii) that it shall, and shall cause the Guarantors
         to, grant the Administrative Lender and the Lenders a Lien on any
         property constituting Collateral and perfection documentation on all
         such property (whether or not previously subject to a Lien) to secure
         the Obligations and (iv) that it shall, and shall cause the Guarantors
         to, grant the Administrative Lender and the Lenders from time to time
         upon the request of the Administrative Lender from time to time in its
         sole discretion, a Lien on any of the property of the Borrower or any
         Guarantor that is Collateral that is not already subject to a perfected
         Lien, and perfection documentation on all such property (whether or not
         previously subject to a Lien). The Borrower shall, and shall cause the
         Guarantors to provide for the benefit of Administrative Lender and
         Lenders, all items to fully effect the foregoing related to the
         Collateral, including, without limitation, providing the Administrative
         Lender with UCC-1's together with, new security agreements, appraisals,
         hazard insurance, UCC-11 searches, Tax and Lien searches, intellectual
         property documentation and registration and other similar types of
         documents, consents, authorizations, licenses, instruments and
         agreements relating to all property and other assets of the Borrower
         and the Guarantors related to the Collateral as normally requested by
         the Administrative Lender from time to time, and at the reasonable
         request of the Administrative Lender, opinions of local legal counsel
         with respect to the execution and filing thereof, and perfection of
         Liens created thereby. Notwithstanding the foregoing, in no event shall
         any provision of this Section 2.17(b) require any assets owned by, or
         any Capital Stock of, any Foreign Subsidiary to be pledged or
         hypothecated to secure the Obligations, except Capital Stock of each
         Foreign Subsidiary as described in Section 2.17(a)(iii) above.

                  (c) Foreign Subsidiaries. Notwithstanding anything else in
         this Credit Agreement to the contrary, in no event shall any provision
         of this Section 2.17 require (i) any assets owned by any Foreign
         Subsidiary to be pledged or hypothecated to secure the Obligations,
         including without limitation stock of another Foreign Subsidiary held
         by a Foreign Subsidiary, or (ii) more than 65% of the issued and
         outstanding Capital Stock of any direct Foreign Subsidiary of the
         Borrower or a Guarantor to be pledged to secure the Obligations.

                  (d) Intellectual Property. The Security Agreement will
         provide, among other things, for Borrower's grant to the Collateral
         Agent of a non-exclusive, royalty free, limited license to use all or
         any part of the Borrower's intellectual property to sell or otherwise
         dispose of the Collateral in accordance with Article 9 of the Texas
         Uniform Commercial Code and the Security Agreement, except to the
         extent such license expressly violates an anti-sublicensing provision
         contained in such license, agreement or other obligation that is
         binding upon the Borrower with respect to such intellectual property.

         (x) New Section 6.5 of the Credit Agreement is hereby added to the
         Credit Agreement to read as follows:

                  Section 6.5 Minimum Domestic Cash Reporting. Within 7 Business
         Days after the end of each calendar month, a month-end report
         demonstrating compliance with the Minimum Domestic Cash covenant set
         forth in Section 7.16 of this Agreement which shall be certified by the
         chief executive officer, chief financial officer, vice president -
         finance or treasurer of the Borrower, to be, in his or her opinion,
         complete and correct in all material respects and to present fairly, in
         accordance with GAAP, the domestic cash position of the Borrower and
         its Domestic Subsidiaries as at the end of and for such period.



                                       10
<PAGE>

         (y) New caption and a new Section 6.6 of the Credit Agreement is hereby
         added to the Credit Agreement to read as follows:

                  Section 6.6 Consultation Affirmative Covenant. If requested by
         the Administrative Lender, the Borrower covenants and agrees that the
         Borrower shall, and shall cause each of its Subsidiaries to, (i)
         cooperate in all reasonable respects and (ii) reimburse the
         Administrative Lender for any reasonable fees, costs or expenses
         incurred, in connection with a financial advisor engaged by Special
         Counsel on behalf of the Administrative Lender, including, but not
         limited to, the Borrower granting the financial advisor reasonable
         access to Borrower's facilities, files, records and reports and
         providing reasonable access to Borrower's officers and directors until
         the engagement has been completed, as the scope of such engagement may
         be amended from time to time in the discretion of the Administrative
         Lender.

         (z) Section 7.1 of the Credit Agreement is hereby amended and restated
         in its entirety to read as follows:

                  Section 7.1 Capitalization Ratio. The Borrower shall not
         permit the Capitalization Ratio to be greater than 0.45 to 1 at the end
         of any fiscal quarter.

         (aa) Section 7.2 of the Credit Agreement is hereby deleted in its
         entirety.

         (bb) Section 7.3 of the Credit Agreement is hereby amended and restated
         in its entirety to read as follows:

                  Section 7.3 Leverage Ratio. The Borrower shall not permit the
         Leverage Ratio to be greater than (a) 14.0 to 1 at the end of any
         fiscal quarter commencing with the fiscal quarter ending December 31,
         2002 through the fiscal quarter ending June 30, 2003, (b) 7.00 to 1 at
         the end of the fiscal quarter ending September 30, 2003 and (c) 4.0 to
         1 at the end of any fiscal quarter thereafter.

         (cc) Section 7.4 of the Credit Agreement is hereby amended and restated
         in its entirety to read as follows:

                  Section 7.4 Guaranties. The Borrower shall not, and shall not
         permit any Subsidiary to, create, assume, incur or otherwise become or
         remain obligated in respect of, or permit to be outstanding, or suffer
         to exist any Guaranty Obligation, other than existing Guaranty
         Obligations described on Schedule 7.4 hereto, except any or all of the
         following:

                  (a) Endorsement of negotiable instruments in the ordinary
         course of business;

                  (b) The Subsidiary Guaranty;

                  (c) The guaranty of the Obligations by any newly formed direct
         or indirect Subsidiary of the Borrower;

                  (d) Guaranty Obligations of a Subsidiary to the Borrower or a
         Domestic Subsidiary and Guaranty Obligations of the Borrower to a
         Domestic Subsidiary;



                                       11
<PAGE>

                  (e) Guaranty Obligations in respect of the performance or
         payment of construction and related undertakings and other obligations
         made in the ordinary course of business of the Borrower and its
         Subsidiaries;

                  (f) Guaranty Obligations of the Borrower or the Subsidiaries
         in respect of Debt that may otherwise be incurred on a recourse basis
         pursuant to Section 7.13 hereof; and

                  (g) other Guaranty Obligations not to exceed $4,000,000 in
         aggregate amount outstanding at any time.

         (dd) Section 7.6 of the Credit Agreement is hereby amended and restated
         in its entirety to read as follows:

                  Section 7.6 Investments. The Borrower shall not, and shall not
         permit any Subsidiary to, make any Investment, other than the existing
         Investments set forth on Schedule 7.6 hereto, except that the Borrower
         and its Subsidiaries may purchase or otherwise acquire and own or make
         any or all of the following:

                  (a) Investments in the form of loans to officers and employees
         for moving and travel expenses, drawing accounts, related to employee
         benefit plans, and similar expenditures in the ordinary course of
         business not to exceed $10,000,000 in aggregate amount outstanding at
         any time;

                  (b) Cash Investments not exceeding $10,000,000 in aggregate
         amount outstanding at any time, and unlimited Investments in the form
         of Borrower's common Capital Stock, in each case where such investment
         is made in joint ventures for the purchase or development of real
         estate in the ordinary course of business; and

                  (c) Other Investments not otherwise described in clauses (a)
         and (b) above not to exceed $10,000,000 in aggregate amount outstanding
         at any time in the form of cash or tangible assets, together with an
         additional amount not to exceed $10,000,000 (including Acquisitions
         permitted pursuant to Section 7.7), in aggregate amount outstanding at
         any time in the form of Borrower's common Capital Stock.

         (ee) Section 7.7 of the Credit Agreement is hereby amended and restated
         in its entirety to read as follows:

                  Section 7.7 Acquisitions. The Borrower shall not, and shall
         not permit any Subsidiary to, make any Acquisitions, except that,
         provided there is no Default or Event of Default both before and after
         giving effect to such Acquisition, after the Agreement Date, the
         Borrower and its Subsidiaries may make Acquisitions if (i) the Persons
         acquired become Domestic Subsidiaries as a result of such Acquisition,
         (ii) such Persons are EBITDA positive both at the time of such
         Acquisition and for the 12 calendar months immediately preceding such
         Acquisition, (iii) all consideration paid by the Borrower in connection
         with such Acquisition is in the form of the common Capital Stock of the
         Borrower and (iv) the aggregate value of the common Capital Stock of
         the Borrower used for such Acquisitions (together with Investments made
         with the Borrower's common Capital Stock pursuant to Section 7.6(c))
         over the life of this Agreement does not exceed $20,000,000.



                                       12
<PAGE>

         (ff) Section 7.12 of the Credit Agreement is hereby amended and
         restated in its entirety to read as follows:

                  Section 7.12 Sales and Leasebacks. The Borrower shall not, and
         shall not permit any Subsidiary to, enter into any arrangement whereby
         the Borrower or such Subsidiary shall sell or transfer all or any part
         of its assets then owned by it, and contemporaneously or thereafter
         rent or lease such assets sold or transferred, provided that, if no
         Default or Event of Default exists both before and after giving effect
         thereto, the Borrower may enter into and consummate the (i) Corporate
         Headquarters Sale and Leaseback and (ii) Facility Sale and Leaseback.

         (gg) Section 7.13 of the Credit Agreement is hereby amended and
         restated in its entirety to read as follows:

                  Section 7.13 Debt. The Borrower shall not, and shall not
         permit any Subsidiary to, create, assume, incur or otherwise become or
         remain obligated in respect of, or permit to be outstanding, any Debt,
         except any or all of the following:

                  (a) Existing Debt described on Schedule 7.13 hereto and
         renewals, refinancings and extensions, but not increases thereof, on
         terms and conditions not otherwise materially different from the terms
         and conditions thereof immediately preceding such renewal, refinancing
         or extension;

                  (b) In addition to the Existing Debt described on Schedule
         7.13 hereto, provided no Default or Event of Default exists both before
         and after giving effect thereto, Non-recourse Debt, provided that such
         Debt shall not be payable from the proceeds of Investments of the
         Borrower or any Domestic Subsidiary in any Foreign Subsidiary;

                  (c) In addition to the Existing Debt described on Schedule
         7.13 hereto, provided no Default or Event of Default exists both before
         and after giving effect thereto, purchase money Debt or Capitalized
         Lease Obligations not to exceed $12,000,000 at any time outstanding;
         and

                  (e) In addition to the Existing Debt described on Schedule
         7.13 hereto, provided no Default or Event of Default exists both before
         and after giving effect thereto, Swap Contracts in respect of interest
         rates, foreign exchange or aluminum contracts, in each case that are
         (i) not for the purpose of speculation and (ii) on an unsecured basis.

         (hh) Section 7.14 of the Credit Agreement is hereby amended and
         restated in its entirety to read as follows:

                  Section 7.14 Prepayment of Debt. The Borrower shall not, and
         shall not permit any Subsidiary to, directly or indirectly prepay any
         of the 2001 Private Placement Notes or the Existing Private Placement
         Notes or to defease, redeem, repurchase or otherwise acquire the 2001
         Private Placement Notes or the Existing Private Placement Notes;
         provided that nothing in this Section 7.14 shall prohibit the Borrower
         or its Subsidiaries from refinancing any Debt in accordance with
         Section 7.13(a) or from repaying any Debt at maturity in accordance
         with its terms.

         (ii) New Section 7.15 of the Credit Agreement are hereby added to the
         Credit Agreement to read as follows:



                                       13
<PAGE>

                  Section 7.15 Minimum Quarterly Domestic Cash. The Borrower and
         its Domestic Subsidiaries shall have Cash and Cash Equivalents (which
         shall include Cash and Cash Equivalents held as Collateral for Letters
         of Credit under Section 2.16(g)) as of the last day of each fiscal
         quarter of at least the minimum amount set forth below opposite each
         such date:

<Table>
<Caption>
                                                                                        Minimum Domestic Cash (If
                                                       Minimum Domestic Cash (If      Corporate Headquarters Sale
                                                      Corporate Headquarters Sale        and Leaseback has not
                   Fiscal Quarter Ending              and Leaseback has occurred)              occurred)
                   ---------------------              ---------------------------     ---------------------------
<S>                                                   <C>                             <C>

                  December 31, 2002                            $35,000,000                     $11,000,000
                  March 31, 2003                               $32,500,000                     $10,000,000
                  June 30, 2003                                $23,000,000                     $10,000,000
                  September 30, 2003                           $16,500,000                     $10,000,000
                  December 31, 2003                            $12,000,000                     $10,000,000
                  March 31, 2004                               $12,000,000                     $10,000,000
</Table>

         (jj) New Section 7.16 of the Credit Agreement is hereby added to the
         Credit Agreement to read as follows:

                  Section 7.16 Minimum Domestic Cash. The Borrower and its
         Domestic Subsidiaries shall have Cash and Cash Equivalents (which shall
         include Cash and Cash Equivalents held as Collateral for Letters of
         Credit under Section 2.16(g)) at all times during the periods set forth
         below of at least the minimum amount set forth opposite each such
         period:

<Table>
<Caption>
                                                                                         Minimum Domestic Cash (If
                                                        Minimum Domestic Cash (If       Corporate Headquarters Sale
                                                       Corporate Headquarters Sale         and Leaseback has not
                               Period                  and Leaseback has occurred)               occurred)
                               ------                  ---------------------------      ---------------------------
<S>                                                    <C>                              <C>

                  From and including October 1,                $20,000,000                      $5,000,000
                  2002 through and including
                  December 30, 2002

                  From and including January 1,                $20,000,000                      $5,000,000
                  2003 through and including March
                  30, 2003

                  From and including April 1, 2003             $15,000,000                      $5,000,000
                  through and including June 29,
                  2003
</Table>


                                       14
<PAGE>


<Table>
<S>                                                    <C>                              <C>
                  From and including July 1, 2003              $10,000,000                      $5,000,000
                  through and including September
                  29, 2003

                  From and including October 1,                $10,000,000                      $5,000,000
                  2003 through and including
                  December 30, 2003

                  From and including January 1,                $10,000,000                      $5,000,000
                  2004 through and including March
                  30, 2004
</Table>

         (kk) New Section 7.17 of the Credit Agreement is hereby added to the
         Credit Agreement to read as follows:

                  Section 7.17 Minimum Domestic EBITDA. The Borrower shall not
         permit the consolidated EBITDA for the Borrower and its Domestic
         Subsidiaries for the trailing four quarters to be less than the minimum
         amount set forth below opposite each fiscal quarter:

<Table>
<Caption>
                          Four Fiscal Quarters Ending                      Minimum Domestic EBITDA
                          ---------------------------                      -----------------------
<S>                                                                        <C>
                  December 31, 2002                                              $ 2,000,000
                  March 31, 2003                                                 $       -0-
                  June 30, 2003                                                  $       -0-
                  September 30, 2003                                             $ 5,000,000
                  December 31, 2003                                              $15,000,000
                  March 31, 2004                                                 $15,000,000
</Table>

         (ll) New Section 7.18 of the Credit Agreement is hereby added to the
         Credit Agreement to read as follows:

                  Section 7.18 Minimum Tangible Net Worth. The Borrower shall
         not permit the tangible net worth (as defined under GAAP) for the
         Borrower and its Subsidiaries to be less than the sum of (i)
         $95,000,000 plus (ii) 50% of consolidated net income of the Borrower
         and its Subsidiaries earned in each full fiscal quarter after December
         31, 2002 (with no deduction for a net loss in any such fiscal quarter).



                                       15
<PAGE>

         (mm) New Section 7.19 of the Credit Agreement is hereby added to the
         Credit Agreement to read as follows:

                  Section 7.19 Restricted Payments. The Borrower shall not, and
         shall not permit any of its Subsidiaries to, directly or indirectly,
         (a) declare any Restricted Payments unless there shall exist no Default
         or Event of Default prior to or after giving effect to any such
         declaration of a proposed Restricted Payment or (b) pay or make any
         Restricted Payments unless (i) there shall exist no Default or Event of
         Default prior to or after giving effect to any such proposed Restricted
         Payment or (ii) the Borrower has previously declared such proposed
         Restricted Payment not in violation of clause (i) immediately
         preceding.

         (nn) New Section 7.20 of the Credit Agreement is hereby added to the
         Credit Agreement to read as follows:

                  Section 7.20 Capital Expenditures. The Borrower and its
         Subsidiaries shall not permit aggregate Capital Expenditures for fiscal
         year 2003 to exceed $18,500,000, provided further that the Borrower and
         its Subsidiaries shall not permit Capital Expenditures (calculated on a
         cumulative basis) at the end of each fiscal quarter in fiscal year 2003
         to be more than the following amounts set forth opposite each such
         fiscal quarter below:

<Table>
<Caption>
                               Fiscal Quarter of 2003                      Amount
                               ----------------------                      ------
<S>                                                                      <C>
                               First Fiscal Quarter                      $ 8,000,000
                               Second Fiscal Quarter                     $12,000,000
                               Third Fiscal Quarter                      $16,000,000
                               Fourth Fiscal Quarter                     $18,500,000
</Table>


         (oo) Section 8.1(c) of the Credit Agreement is hereby amended and
         restated in its entirety to read as follows:

                  (c) The Borrower or any Subsidiary shall default in the
         performance or observance of any agreement or covenant contained in
         Article 7 hereof; provided, that if the Borrower and its Domestic
         Subsidiaries fail to satisfy the then-applicable Minimum Domestic Cash
         requirement set forth in Section 7.16 at any time, such failure shall
         not constitute an Event of Default if the Borrower and the Domestic
         Subsidiaries subsequently meet the applicable Minimum Domestic Cash
         requirement within ten (10) days thereafter as evidenced by a Minimum
         Domestic Cash report delivered to the Administrative Lender delivered
         no later than one Business Day after such tenth day.

         (pp) Section 8.1(k) and (l)of the Credit Agreement are hereby amended
         and restated in their entirety and a new Section 8.1(m) is added
         thereto to read as follows:

                  (k) The Borrower shall prior to or on January 31, 2003 fail
         (i) to obtain amendments on or prior to January 31, 2003 to avoid a
         Default or Event of Default, if applicable, under the Existing Private
         Placement Notes and the 2001 Private Placement Notes, the terms of such
         amendments not resulting in the terms, provisions and covenants of the
         Existing Private Placement Notes and the 2001 Private Placement Notes
         being more restrictive than this Agreement, (ii) to grant the
         Collateral Agent for the benefit of the Lenders and, if applicable, the



                                       16
<PAGE>

         Note Holders a first perfected security interest (subject to Permitted
         Liens) in the Collateral in form and substance acceptable to the
         Administrative Lender and (iii) to deliver to the Administrative Lender
         a legal opinion in form and substance reasonably acceptable to the
         Administrative Lender with respect to the granting of a security
         interest and delivery of the Collateral in connection with the Second
         Amendment; or

                  (l) A Change of Control of the Borrower shall have occurred;
         or

                  (m) The Borrower shall fail to comply with (i) Section 6.5 and
         such failure shall continue for one (1) Business Day thereafter or (ii)
         Section 6.6 hereof and such failure shall continue for five (5) days
         after notice of such failure by the Administrative Lender.

         (qq) Section 11.11 of the Credit Agreement is hereby amended and
         restated in its entirety to read as follows:

                  Section 11.11 Amendment and Waiver. The provisions of this
         Agreement may not be amended, modified or waived except by the written
         agreement of the Borrower and the Determining Lenders; provided,
         however, that no such amendment, modification or waiver shall be made
         (a) without the consent of each Lender directly affected thereby, if it
         would (i) increase the Specified Percentage or commitment of such
         Lender, or (ii) extend the date of maturity of, extend the due date for
         any payment of principal or interest on, reduce the amount of any
         installment of principal or interest on, or reduce the rate of interest
         on, any Advance or Reimbursement Obligation owing to such Lender or
         reduce any other amount owing to such Lender under any Loan Documents;
         or (b) without the consent of all Lenders, if it would (i) release any
         security for or guaranty of the Obligations (except pursuant to this
         Agreement), or (ii) revise this Section 11.11, or (iii) waive, extend
         or postpone the date for payment of any of the Obligations, (iv) amend
         the definition of Determining Lenders, (v) amend any of the covenants
         contained in this Agreement or (vi) result in the issuance, renewal or
         increase of any Permitted Letter of Credit beyond the Maturity Date if
         Collateral is not required therefor; or (c) without the consent of the
         Administrative Lender, if it would alter the rights, duties or
         obligations of the Administrative Lender; or (d) without the consent of
         an Issuing Bank, if it would alter the rights, duties, or obligations
         of such Issuing Bank. Neither this Agreement nor any term hereof may be
         amended orally, nor may any provision hereof be waived orally but only
         by an instrument in writing signed by the Administrative Lender and, in
         the case of an amendment, by the Borrower.

         (rr) Schedule 1.1(b) titled "Existing Liens" is hereby amended and
         restated in its entirety and hereby added to the Agreement.

         (ss) Schedule 1.1(c) titled "Existing Letters of Credit" is hereby
         amended and restated in its entirety and hereby added to the Agreement.

         (tt) A new Schedule 7.4 titled "Existing Guaranty Obligations" is
         hereby added to the Agreement.

         (uu) A new Schedule 7.6 titled "Existing Investments" is hereby added
         to the Agreement.

         (vv) A new Schedule 7.13 titled "Existing Debt" is hereby added to the
         Agreement.

         (ww) The Compliance Certificate is hereby amended to be in the form of
         Exhibit D hereto.



                                       17
<PAGE>

         2 REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its
         execution and delivery hereof, Borrower represents and warrants that,
         as of the date hereof and after giving effect to the amendments
         contemplated by the foregoing Section 1 and the effectiveness of the
         Note Amendments:

         (a) the representations and warranties contained in the Credit
         Agreement are true and correct on and as of the date hereof as if made
         on and as of such date;

         (b) no event has occurred and is continuing which constitutes a Default
         or an Event of Default;

         (c) Borrower has full power and authority to execute and deliver this
         Second Amendment, and this Second Amendment and the Credit Agreement,
         as amended hereby, constitute the legal, valid and binding obligations
         of Borrower, enforceable in accordance with their respective terms,
         except as enforceability may be limited by applicable debtor relief
         laws and by general principles of equity (regardless of whether
         enforcement is sought in a proceeding in equity or at law) and except
         as rights to indemnity may be limited by federal or state securities
         laws;

         (d) neither the execution, delivery and performance of this Second
         Amendment or the Credit Agreement, as amended hereby, nor the
         consummation of any transactions contemplated herein or therein, will
         conflict with any Law to which Borrower or any of its Subsidiaries is
         subject, or any indenture, agreement or other instrument to which
         Borrower or any of its Subsidiaries or any of their respective property
         is subject; and

         (e) no authorization, approval, consent, or other action by, notice to,
         or filing with, any governmental authority or other Person (other than
         the Board of Directors of the Borrower and the Guarantors), is required
         for the execution, delivery or performance by (i) Borrower of this
         Second Amendment or (ii) the acknowledgment of this Second Amendment by
         each Guarantor.

         3. CONDITIONS OF EFFECTIVENESS. This Second Amendment shall be
         effective as of the Second Amendment Date first set forth above,
         subject to the following:

         (a) Administrative Lender shall have received counterparts of this
         Second Amendment executed by all Lenders, the Borrower and the
         Guarantors;

         (b) there shall be no Default or Event of Default under the Credit
         Agreement after giving effect to this Second Amendment;

         (c) Borrower shall cause to be delivered to the Administrative Lender a
         legal opinion in connection with the Second Amendment in form and
         substance reasonably acceptable to Special Counsel;

         (d) Borrower shall have delivered to the Administrative Lender a
         secretary's certificate, with incumbency provision, certifying the
         Borrower's good standing certificate in its state of organization, the
         current Articles of Incorporation of the Borrower, the current bylaws
         of the Borrower and the effective corporate resolutions of the Borrower
         authorizing the Borrower to enter into this Second Amendment and
         deliver the Collateral;

         (e) Borrower shall have caused to be delivered to the Administrative
         Lender a secretary's certificate, with incumbency provision, from each
         Guarantor certifying to the effective corporate resolution of such
         Guarantor authorizing such Guarantor to execute their respective
         acknowledgment of this Second Amendment and if applicable, the delivery
         of the Collateral;



                                       18
<PAGE>

         (f) Borrower shall have paid an amendment fee to the Administrative
         Lender for itself and the other Lenders under the Credit Agreement;

         (g) Borrower shall have reimbursed the Administrative Lender for all of
         the Administrative Lenders costs, fees and expenses, including attorney
         fees and expenses of Special Counsel, incurred in connection with due
         diligence, negotiations, drafting and the consummation of the Credit
         Agreement, the Loan Documents and this Second Amendment;

         (h) Administrative Lender and Lenders shall have received in form and
         substance satisfactory to Administrative Lender and Lenders, such other
         documents and certificates as Lenders shall require.

         4. COLLATERAL. The Borrower and the Guarantors shall obtain, as soon as
         possible but in any event on or before January 31, 2003, amendments to
         the agreements governing the 2001 Private Placement Notes and the
         Existing Private Placement Notes (the "Note Amendments"). The Note
         Amendments shall permit the Borrower and the Guarantors to grant a
         security interest in the Collateral to the Collateral Agent as security
         for the Obligations and, if required in connection with the Note
         Amendments, the 2001 Private Placement Notes and the Existing Private
         Placement Notes. The Borrower and the Guarantors agree to enter into
         documents with the Collateral Agent, the Administrative Lenders and the
         Lenders necessary for the Collateral Agent to perfect a security
         interest in the Collateral and reflecting the respective rights of the
         Lenders and the Note Holders with respect to the Collateral, such
         documents to be in form and substance mutually acceptable to the
         Borrower, the Guarantors, the Lenders, the Administrative Lender, the
         Collateral Agent and the Note Holders, as applicable. The Collateral
         Agent, the Administrative Lenders and the Lenders agree to negotiate
         the provisions of such documents in good faith.

         5. GUARANTOR ACKNOWLEDGMENT. By signing below, each Guarantor (a)
         acknowledges, consents and agrees to the execution by the Borrower of
         this Second Amendment, (b) acknowledges and agrees that its obligations
         in respect of its Subsidiary Guaranty are not released, diminished,
         waived, modified, impaired or affected in any manner by this Second
         Amendment or any of the provisions contemplated herein, (c) ratifies
         and confirms its obligations under its Subsidiary Guaranty, (d)
         acknowledges and agrees that it has no claims or offsets against, or
         defenses or counterclaims to, its Subsidiary Guaranty, (e)
         acknowledges, consents and agrees to each of the release provisions
         contained in Section 9 of this Second Amendment and (f) to the extent
         applicable, agrees to deliver or assist in the delivery of the
         Collateral.

         6. CONSENT REGARDING DISSOLUTION OF CERTAIN SUBSIDIARIES AND RELEASE OF
         GUARANTORS. The Lenders and the Administrative Lender hereby consent to
         the dissolution and liquidation, and upon such dissolution, their
         respective release as Guarantors, of the following entities: (a) Butler
         Europe Kft., Butler Europe B.V., Butler Europe Limited, Butler Europe
         GmbH, Butler Systems de Construction SARL, Butler Europe Sp. Z.o.o.,
         Lester Holdings, Inc. and Walker Line Holdings Limited, and acknowledge
         that such entities shall no longer be considered Subsidiaries for
         purposes of the Credit Agreement; and (b) Butler Pacific, Inc.,
         provided that it transfers its ownership of the capital stock of Global
         BMC (Mauritius) Holdings, Ltd. and all other assets of Butler Pacific,
         Inc. remaining after payment or provision for payment of its claims or
         obligations to Butler Holdings, Inc. within 20 calendar days of filing
         its certificate of dissolution with the Delaware Secretary of State.



                                       19
<PAGE>

         7. REFERENCE TO THE CREDIT AGREEMENT.

         (a). Upon the effectiveness of this Second Amendment, each reference in
         the Credit Agreement to "this Agreement", "hereunder", or words of like
         import shall mean and be a reference to the Credit Agreement, as
         affected and amended by this Second Amendment.

         (b) The Credit Agreement, as amended by this Second Amendment, and all
         other Loan Documents shall remain in full force and effect and are
         hereby ratified and confirmed.

         8. COSTS, EXPENSES AND TAXES. Borrower agrees to pay on demand all
         costs and expenses of Administrative Lender in connection with the
         preparation, reproduction, execution and delivery of this Second
         Amendment and the other instruments and documents to be delivered
         hereunder (including the reasonable fees and out-of-pocket expenses of
         counsel for Administrative Lender with respect thereto and with respect
         to advising Administrative Lender as to its rights and responsibilities
         under the Credit Agreement, as amended by this Second Amendment).

         9. RELEASE.

         (a) Borrower and each of its Subsidiaries (collectively, the "Borrower
         Parties") hereby unconditionally and irrevocably remises, acquits, and
         fully and forever releases and discharges the Administrative Lender and
         the Lenders and all respective Affiliates and subsidiaries of the
         Administrative Lender and the Lenders, their respective officers,
         servants, employees, agents, attorneys, financial advisors, principals,
         directors and shareholders, and their respective heirs, legal
         representatives, successors and assigns (collectively, the "Released
         Lender Parties") from any and all claims, demands, causes of action,
         obligations, remedies, suits, damages and liabilities of any nature
         whatsoever, whether now known, suspected or claimed, whether arising
         under common law, in equity or under statute, which any Borrower Party
         ever had or now has against the Released Lender Parties which may have
         arisen at any time on or prior to the date of this Second Amendment and
         which were in any manner related to any of the Loan Documents or the
         enforcement or attempted enforcement by the Administrative Lender or
         the Lenders of rights, remedies or recourses related thereto which
         shall include all Borrower claims related to the Credit Agreement and
         the other Loan Documents (collectively, the "Borrower Claims").

         (b) Each Borrower Party covenants and agrees never to commence,
         voluntarily aid in any way, prosecute or cause to be commenced or
         prosecuted against any of the Released Lender Parties any of the
         Borrower Claims which may have arisen at any time on or prior to the
         date of this Second Amendment and were in any manner related to any of
         the Loan Documents.

         10. EXECUTION IN COUNTERPARTS. This Second Amendment may be executed in
         any number of counterparts and by different parties hereto in separate
         counterparts, each of which when so executed and delivered shall be
         deemed to be an original and all of which taken together shall
         constitute but one and the same instrument.

         11. GOVERNING LAW; BINDING EFFECT. This Second Amendment shall be
         governed by and construed in accordance with the laws of the State of
         Texas and shall be binding upon Borrower and each Lender and their
         respective successors and assigns.

         12. HEADINGS. Section headings in this Second Amendment are included
         herein for convenience of reference only and shall not constitute a
         part of this Second Amendment for any other purpose.



                                       20
<PAGE>

         13. ENTIRE AGREEMENT. THE CREDIT AGREEMENT, AS AMENDED BY THIS SECOND
         AMENDMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT
         BETWEEN THE PARTIES AS TO THE SUBJECT MATTER THEREIN AND HEREIN AND MAY
         NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
         SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.

                   REMAINDER OF PAGE LEFT INTENTIONALLY BLANK




                                       21


<PAGE>
         IN WITNESS WHEREOF, the parties hereto have executed this Second
Amendment as of the date first above written.

BORROWER:

                                      BUTLER MANUFACTURING COMPANY


                                      By: /s/ Larry C. Miller
                                         ---------------------------------------
                                         Name:   Larry C. Miller
                                              ----------------------------------
                                         Title:  Vice President - Finance
                                               ---------------------------------




                                       22
<PAGE>



ADMINISTRATIVE LENDER:


                                 BANK OF AMERICA, N.A., as Administrative Lender


                                 By:      /s/ John K. Barrett
                                   ---------------------------------------------
                                   Name: John K. Barrett
                                         ---------------------------------------
                                   Title: Principal
                                         ---------------------------------------



LENDERS:


                                 BANK OF AMERICA, N.A., as a Lender and as the
                                 Issuing Bank


                                 By: /s/ John K. Barrett
                                     -------------------------------------------
                                     Name:  John K. Barrett
                                            ------------------------------------
                                     Title: Principal
                                            ------------------------------------



                                       23
<PAGE>




                                   COMMERCE BANK, N.A.



                                   By: /s/ Martin Nay
                                       -----------------------------------------
                                       Name:   Martin Nay
                                               ---------------------------------
                                       Title:  Vice President
                                               ---------------------------------



                                       24
<PAGE>




                                   U.S. BANK NATIONAL ASSOCIATION, as a Lender
                                   and as the Issuing Bank



                                   By:      /s/ Barry P. Sullivan
                                      ------------------------------------------
                                      Name:   Barry P. Sullivan
                                              ----------------------------------
                                      Title:  Vice President
                                              ----------------------------------



                                       25
<PAGE>




ACKNOWLEDGED AND AGREED:



BMC REAL ESTATE, INC.



By: /s/ Larry C. Miller
    ----------------------------------------
    Name:  Larry C. Miller
           ---------------------------------
    Title: Vice President - Finance
           ---------------------------------


BUCON, INC.



By: /s/ Larry C. Miller
    ----------------------------------------
    Name:  Larry C. Miller
           ---------------------------------
    Title: Vice President - Finance
           ---------------------------------

BUTLER HOLDINGS, INC.


By: /s/ Larry C. Miller
    ----------------------------------------
    Name:  Larry C. Miller
           ---------------------------------
    Title: Vice President - Finance
           ---------------------------------


BUTLER REAL ESTATE, INC.



By: /s/ Larry C. Miller
    ----------------------------------------
    Name:  Larry C. Miller
           ---------------------------------
    Title: Vice President - Finance
           ---------------------------------


LESTER BUILDINGS, INC.



By: /s/ Larry C. Miller
    ----------------------------------------
    Name:  Larry C. Miller
           ---------------------------------
    Title: Vice President - Finance
           ---------------------------------




                                       26
<PAGE>




BUTLER PACIFIC, INC.


By: /s/ Larry C. Miller
    ----------------------------------------
    Name:  Larry C. Miller
           ---------------------------------
    Title: Vice President - Finance
           ---------------------------------


MODULINE WINDOWS, INC.


By: /s/ Larry C. Miller
    ----------------------------------------
    Name:  Larry C. Miller
           ---------------------------------
    Title: Vice President - Finance
           ---------------------------------


LIBERTY BUILDING SYSTEMS, INC.


By: /s/ Larry C. Miller
    ----------------------------------------
    Name:  Larry C. Miller
           ---------------------------------
    Title: Vice President - Finance
           ---------------------------------





                                       27