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                                                                   Exhibit 10.12

         SECOND AMENDEMENT, dated as of November 23, 1999 (this "Amendment"), to
         the CREDIT AGREEMENT, dated as of November 17, 1997, as amended by the
         First Amendment dated as of April 1, 1999 ( the "Credit Agreement"),
         among Pneumo Abex Corporation (the "Company"), the financial
         institutions from time to time parties to the Credit Agreement (the
         "Lenders"), the arranger and documentation agent named therein and The
         Chase Manhattan Bank, as Administrative Agent. Terms defined in the
         Credit Agreement shall be used in this Amendment with their defined
         meanings unless otherwise defined herein.

                              W I T N E S S E T H :

         WHEREAS, the Company has requested the Lenders to enter into this
         Amendment on the terms and conditions set forth herein;

         NOW, THEREFORE, in consideration of the premises and for other good and
         valuable consideration the receipt and sufficiency of which is hereby
         acknowledged, the parties hereto hereby agree as follows:

I.       AMENDMENT. Subsection 8.6 of the Credit Agreement is hereby amended by
         adding a new clause (v) to the end thereof which shall read in its
         entirety as follows:

                  (v) So long as no Default or Event of Default has occurred and
                  is continuing at the time such Restricted Payment is made or
                  would result therefrom, up to $20,300,000 of Restricted
                  Payments made (directly or indirectly) for the purpose of
                  enabling M&F Worldwide Corp. to redeem or repurchase its
                  Series A 8% Convertible Redeemable Convertible Preferred Stock
                  ( and pay accrued dividends thereon), provided that, in the
                  event that any such Restricted Payment is made, no Restricted
                  Payments may be made pursuant to clause (iii) of this
                  Subsection 8.6 on the basis of Adjusted Consolidated Net
                  Income for the 1998 and 1999 fiscal years (other than
                  Restricted Payments made prior to November 23, 1999)"

II.      MISCELLANEOUS.

                  1.    Representations and Warranties. The Company hereby
                        represents and warrants as of the Second Amendment
                        Effective Date that, after giving effect to this
                        Amendment, (a) no Default or Event of Default has
                        occurred and is continuing and (b) all representations
                        and warranties of the Company contained in the Loan
                        Documents ( with each reference to the Loan Documents in
                        such representations and warranties being deemed to
                        include, unless the context otherwise requires, this
                        Amendment and the Credit Agreement as amended by this
                        Amendment) are true and correct in all material respects
                        with the same effect as if made on and as of such date.



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                  2.    Expenses. The Company agrees to pay or reimburse the
                        Administrative Agent on demand for all its reasonable
                        out-of-pocket costs and expenses incurred in connection
                        with the preparation and execution of this Amendment,
                        including, without limitation, the reasonable fees and
                        disbursements of counsel to the Administrative Agent.

                  3.    No Change. Except as expressly provided herein, no term
                        or provision of the Credit Agreement shall be amended,
                        modified or supplemented, and each term and provision of
                        the Credit Agreement shall remain in full force and
                        effect.

                  4.    Effectiveness. This Amendment shall become effective on
                        the date (the "Second Amendment Effective Date") on
                        which (a) the Administrative Agent shall have received
                        counterparts hereof duly executed by the Company and the
                        Required Lenders and (b) the Borrower shall have paid to
                        the Administrative Agent for the account of the relevant
                        Lenders an amendment fee equal to 0.125% of the
                        Commitment of each Lender that submits an executed
                        signature page to the Administrative Agent or its
                        counsel (including by facsimile transmission) no later
                        than 5:00 p.m., New York City time, on December 3, 1999.

                  5.    Counterparts. This Amendment may be executed by the
                        parties hereto in any number of separate counterparts,
                        and all of said counterparts taken together shall be
                        deemed to constitute one and the same instrument.

                  6.    GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND
                        OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE
                        GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
                        WITH, THE LAW OF THE STATE OF NEW YORK.

                  IN WITNESS WHEREOF, the parties hereto have caused this
                  Amendment to be duly executed and delivered by their proper
                  and duly authorized officers as of the date first above
                  written.



                                   PNEUMO ABEX CORPORATION

                                   By:/s/Peter W. Grace
                                      ------------------------------------------
                                      Title:  Senior Vice President



                                   THE CHASE MANHATTAN BANK, as
                                   Administrative Agent and as a Lender

                                   By:/s/Neil R. Boylan
                                      ------------------------------------------
                                      Title:  Managing Director


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                                   BANKBOSTON, N.A.

                                   By:/s/Daniel C. Dupre
                                      ------------------------------------------
                                      Title:  Authorized Officer



                                   BANQUE PARIBAS

                                   By:/s/John J. McCormick, III
                                      ------------------------------------------
                                      Title:  Vice President



                                   BANQUE PARIBAS

                                   By:/s/Ro Toyoshima
                                      ------------------------------------------
                                      Title:  Assistant Vice President



                                   FUJI BANK, LIMITED

                                   By:/s/Teiji Teramoto
                                      ------------------------------------------
                                      Title:  Vice President & Manager



                                   GENERAL ELECTRIC CAPITAL CORPORATION

                                   By:/s/William S. Richardson
                                      ------------------------------------------
                                      Title:  Duly Authorized Signatory



                                   NATEXIS BANQUE BFCE

                                   By:/s/Frank H. Madden, Jr.
                                      ------------------------------------------
                                      Title:  Vice President & Group Manager



                                   NATEXIS BANQUE BFCE

                                   By:/s/Jordan Sadler
                                      ------------------------------------------
                                      Title:  Associate



                                   NATIONAL WESTMINSTER BANK PLC

                                   By:/s/Andrew S. Weinberg
                                      ------------------------------------------
                                      Title:  Senior Vice President


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                                   ROYAL BANK OF CANADA

                                   By:/s/Michael Korine
                                      ------------------------------------------
                                      Title:  Senior Manager



                                   U.S. BANK NATIONAL ASSOCIATION

                                   By:/s/Elliot J. Jaffee
                                      ------------------------------------------
                                      Title:  Senior Vice President



                                   CREDIT AGRICOLE INDOSUEZ

                                   By:/s/:Sarah McClintock
                                      ------------------------------------------
                                      Title:  Vice President



                                   CREDIT AGRICOLE INDOSUEZ

                                   By:/s/:Rene LeBlanc
                                      ------------------------------------------
                                      Title:  Vice President