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                                                                   Exhibit 10.11

         FIRST AMENDEMENT, dated as of April 1, 1999 (this "Amendment"), to the
         CREDIT AGREEMENT, dated as of November 17, 1997 ( 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. Paragraph (f) of subsection 8.7 of the Credit Agreement is
         hereby amended and restated in its entirety as follows:

                  (f) so long as no Default or Event of Default shall have
                  occurred and be continuing, or would result therefrom
                  (including, without limitation, compliance with subsection
                  8.14), other investments in Persons not to exceed $30,000,000
                  in the aggregate at any time ( and such investments to be
                  measured by their fair market value at the time of the
                  investment), provided that the aggregate amount of such
                  investments made in any one Person (together with its
                  Affiliates) shall not exceed $15,000,000"

II.      COMMITMENT REDUCTION. The aggregate Commitments shall automatically be
         permanently reduced from $120,000,000 to $100,000,000 on the First
         Amendment Effective Date (as defined below).

III.     MISCELLANEOUS.

                  1.    Representations and Warranties. The Company hereby
                        represents and warrants as of the First 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 "First Amendment Effective Date") on which
                        the Administrative Agent shall have received
                        counterparts hereof duly executed by the Company and the
                        Required Lenders.

                  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



                                         BANKBOSTON, N.A.

                                         By:/s/Lauren P. Carrigan
                                            ------------------------------------
                                            Title: Vice President


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                                         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



                                         LONG TERM CREDIT BANK OF JAPAN, LTD.

                                         By:/s/Shunji Sato
                                            ------------------------------------
                                            Title:  Deputy General Manager



                                         NATEXIS BANQUE BFCE

                                         By:/s/G. Kevin Dooley
                                            ------------------------------------
                                            Title:  Vice President



                                         NATEXIS BANQUE BFCE

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



                                         NATIONAL WESTMINSTER BANK PLC

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



                                         ROYAL BANK OF CANADA

                                         By:/s/John D'Angelo
                                            ------------------------------------
                                            Title:  Manager


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                                         U.S. BANK NATIONAL ASSOCIATION

                                         By:/s/Greg Wilson
                                            ------------------------------------
                                            Title:  Banking Officer