Exhibit 10.1

                                                                EXECUTION COPY


                     SECOND AMENDMENT AND CONSENT AGREEMENT


                     THIS SECOND AMENDMENT AND CONSENT AGREEMENT (this
"Agreement") is made and entered into as of the 28th day of June, 2002, by and
among FLEET CAPITAL CORPORATION ("Lender"), a Rhode Island corporation with an
office at 200 Glastonbury Boulevard, Glastonbury, Connecticut 06033; and UNITED
INDUSTRIAL CORPORATION, a Delaware corporation, and the following of its
subsidiaries: AAI CORPORATION ("AAI"), a Maryland corporation, DETROIT STOKER
COMPANY, a Michigan corporation; AAI ENGINEERING SUPPORT INC., a Maryland
corporation, AAI/ACL TECHNOLOGIES, INC., a Maryland corporation and MIDWEST
METALLURGICAL LABORATORY, INC., a Michigan corporation (each a "Borrower" and
collectively the "Borrowers"). Capitalized terms used, but not defined, herein
shall have the meanings given to such terms in the Credit Agreement (defined
below).

                     WHEREAS, the Borrowers and the Lender are parties to the
Loan and Security Agreement, dated as of June 28, 2001, as amended by the
Waiver, Amendment and Consent Agreement dated as of March 6, 2002 (collectively,
the "Credit Agreement"); and

                     WHEREAS, the Borrowers have requested that the Lender
consent to certain matters, including, without limitation, certain amendments
and modifications of the Credit Agreement, all on the terms and conditions set
forth herein.

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

                     SECTION 1. AMENDMENTS AND CONSENT. Subject to the
satisfaction in full, on or prior to the Agreement Effective Date (as defined in
Section 3 below), of the conditions precedent set forth in Section 2 below, the
Lender hereby consents as follows:

                     (i) that, unless and until an Event of Default occurs,
during the period from the date hereof to the earlier of (x) July 31, 2002 and
(y) the closing of the transactions contemplated by the Master Agreement dated
March 25, 2002 between ALSTOM Transportation Inc. and AAI Corporation (the
"Closing"), the first sentence of Section 1.1.1 of the Credit Agreement shall be
amended by deleting therefrom the reference to the figures "10,000,000" and
substituting therefor the figures "12,000,000".

                     (ii) that, unless and until an Event of Default occurs,
during the period from the date hereof to July 31, 2002, the third sentence of
Section 1.1.1 of the Credit Agreement shall be amended by deleting therefrom the
reference to the figures "25,000,000" and substituting therefor the figures
"32,000,000"; provided, that the foregoing reference to July 31, 2002 shall be
changed to September 30, 2002 if the Closing occurs on or before July 31, 2002.

                     SECTION 2. CONDITIONS PRECEDENT TO LENDER'S CONSENT. Lender
shall not consent, or be deemed to have consented to the consent and amendments
set forth in Section 1 above, unless each of the following conditions shall have
been satisfied on or prior to the Agreement Effective Date (as defined in
Section 3 below):


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                     (i) The Borrowers shall have paid a fee of $2,500 to
Lender.

                     (ii) The Borrowers shall have paid the reasonable costs and
expenses of counsel for the Lender incurred in connection with this Agreement.

                     SECTION 3. CONDITIONS TO EFFECTIVENESS OF AGREEMENT. This
Agreement shall become effective as of the date hereof only when the following
conditions shall have been satisfied (the date of satisfaction of such
conditions being referred to herein as the "Agreement Effective Date"):

                     (i) The Lender shall have received a copy of this Agreement
duly executed by the Borrowers and the Lender.

                     (ii) The Lender shall have received such other information,
approvals, opinions, documents or instruments as it may reasonably request.

                     SECTION 4. COMPANY'S REPRESENTATIONS AND WARRANTIES. In
order to induce the Lender to enter into this Agreement, the Borrowers jointly
and severally represent and warrant to the Lender that, as of the Agreement
Effective Date, after giving effect to the effectiveness of this Agreement, the
following statements are true and correct in all material respects:

                     (i) Authorization of Agreements. The execution and delivery
of this Agreement by each Borrower and its performance under the Credit
Agreement, as further amended by this Agreement (the "Amended Agreement"), are
within each such Borrower's corporate powers and have been duly authorized by
all necessary corporate action on the part of each such Borrower.

                     (ii) No Conflict. The execution and delivery by each
Borrower of this Agreement and the performance by each Borrower of the Amended
Agreement do not contravene any such Borrower's certificate of incorporation or
by laws or any other contractual restriction where such a contravention has a
reasonable possibility of having a Material Adverse Effect or contravene any law
or governmental regulation or court decree or order binding on or affecting any
such Borrower; or

                     (iii) Binding Obligation. This Agreement has been duly
executed and delivered by each Borrower and this Agreement and the Amended
Agreement constitute the legal, valid and binding obligations of each Borrower,
enforceable against each Borrower in accordance with their respective terms,
except as may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws relating to or limiting creditors' rights generally and by
general principles of equity.

                     (iv) Governmental Approval, Regulation, etc. No
authorization or approval or other action by, and no notice to or filing with,
any governmental authority or regulatory body or any other Person is required
for the due execution, delivery or performance of this Agreement by any
Borrower.

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                     (v) Incorporation of Representations and Warranties from
Credit Agreement. Each of the representations and warranties set forth in
Section 7 of the Credit Agreement is true and correct in all material respects.

                     SECTION 5. ACKNOWLEDGEMENT. Each Borrower acknowledges and
agrees that each of the Security Documents to which it is a party or otherwise
bound shall continue in full force and effect. Each Borrower hereby confirms
that each Security Document to which it is a party or otherwise bound and all
Collateral encumbered thereby will continue to guaranty or secure, as the case
may be, the payment and performance of all obligations guaranteed or secured
thereby, as the case may be.

                     SECTION 6. MISCELLANEOUS.

                     (i) Effect on the Credit Agreement and the Other Loan
Documents. Except as specifically set forth herein, the terms, provisions and
conditions of the Credit Agreement and the other Loan Documents shall remain in
full force and effect and are hereby ratified and confirmed and the Borrowers
remain bound to perform their obligations thereunder.

                     (ii) Applicable Law. THIS AGREEMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK,
WITHOUT GIVING EFFECT TO SUCH LAWS RELATING TO CONFLICTS OF LAWS.

                     (iii) Headings. The various headings of this Agreement are
inserted for convenience only and shall not affect the meaning or interpretation
of this Agreement or any provision hereof.

                     (iv) Counterparts and Incorporation. This Agreement may be
executed by the parties hereto in several counterparts and by the different
parties on separate counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the same
instrument. Following execution and delivery of this Agreement any reference to
the Credit Agreement shall be deemed a reference to such document as hereby
amended.

                     (v) Notice. Any notice to be given hereunder shall comply
with Section 12.8 of the Credit Agreement.

                     (vi) Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such provision and
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this Agreement
or affecting the validity or enforceability of such provisions in any other
jurisdiction.


                            [Signature Pages Follow]


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                     IN WITNESS WHEREOF, this Second Amendment and Consent
Agreement has been duly executed and delivered as of the day and year first
above written.

                                      FLEET CAPITAL CORPORATION

                                      By: /s/ Linda M. Smyth
                                          -----------------------------------
                                      Name: Linda M. Smyth
                                      Title: Vice President


                                      UNITED INDUSTRIAL CORPORATION

                                      By: /s/ James Perry
                                          -----------------------------------
                                      Name:     James Perry
                                      Title:    Vice President


                                      AAI CORPORATION

                                      By: /s/ James Perry
                                          -----------------------------------
                                      Name:     James Perry
                                      Title:    Vice President


                                      DETROIT STOKER COMPANY

                                      By: /s/ James Perry
                                          -----------------------------------
                                      Name:     James Perry
                                      Title:    Vice President


                                      AAI ENGINEERING SUPPORT INC.

                                      By: /s/ James Perry
                                          -----------------------------------
                                      Name:     James Perry
                                      Title:    Vice President




                             Signature Page 1 of 2
                    to Second Amendment and Consent Agreement
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                                      AAI/ACL TECHNOLOGIES, INC.

                                      By: /s/ James Perry
                                          -----------------------------------
                                      Name:     James Perry
                                      Title:    Vice President


                                      MIDWEST METALLURGICAL LABORATORY, INC.

                                      By: /s/ James Perry
                                          -----------------------------------
                                      Name:     James Perry
                                      Title:    Vice President














                              Signature Page 2 of 2
                    to Second Amendment and Consent Agreement