Exhibit Number 10.4


                       Third Amendment to Credit Agreement























                                       E-1

<PAGE>

                           THIRD AMENDMENT AND WAIVER


                  THIRD  AMENDMENT  AND WAIVER (this  "Amendment"),  dated as of
October 31,  1996,  among Stant  Corporation  (the  "Borrower")  and the lending
institutions party to the Credit Agreement referred to below (the "Banks").  All
capitalized  terms  used  herein  and  not  otherwise  defined  shall  have  the
respective  meanings  provided  such terms in the Credit  Agreement  referred to
below.


                              W I T N E S S E T H :


                  WHEREAS, the Borrower,  the Banks and The Chase Manhattan Bank
as Agent are parties to the Credit Agreement,  dated as of December 12, 1994 (as
amended, modified or supplemented to the date hereof, the "Credit Agreement");

                  WHEREAS,  the Borrower has  requested  that the Banks agree to
waive and/or amend certain provisions of the Credit Agreement, and the Banks are
willing to amend such provisions, subject to and on the terms and conditions set
forth herein;


                  NOW THEREFORE, it is agreed:


                  1.       It is hereby agreed that

                  (a) Section  7.16 is waived to the extent  necessary to permit
         Stant,  through Epicor  Industries,  Inc., a Wholly Owned Subsidiary of
         Stant,  to  purchase  from  Witco   Corporation  or  its  wholly  owned
         subsidiary,  Southwest  Petro-Chem,  Inc.,  the business of (i) selling
         LubriMatic  brand  lubricating  greases  and oils and  certain  related
         equipment,   (ii)   manufacturing  and  selling  LubriMatic  brand  and
         private-label  hand-operated  grease guns and certain related equipment
         and (iii) selling private label greases  packaged in cartridges for use
         with such  hand-operated  grease  guns,  without  filing UCC  financing
         statements to perfect the Collateral  Agent's security interests in any
         such newly acquired inventory and equipment located anywhere other than
         in the newly acquired plant in Spencer,  Iowa,  provided that, no later
         than 90 days  after such  acquisition  is  consummated,  all such newly
         acquired  inventory or equipment is  transferred to a location in which
         Stant or any of its  Subsidiaries,  as the case may be,  keep assets in
         which  the  Collateral  Agent  has  an  existing,   perfected  security
         interest;

                  (b)      Section  8.05 of the Credit  Agreement  is waived  to
         the extent  necessary to  permit  the  Borrower  and  its  Subsidiaries
         to  transfer  up to  U.S.$10,000,000  in  value of inventory  to Trico
         Canada; and

                  (c)  Section  8.10 of the  Credit  Agreement  is waived to the
         extent necessary to permit Trico and Trico Technologies  Corporation to
         prepay all principal and interest on, and fees owing in respect of, the
         Indebtedness  owing by it to the CIT Group and  listed as items D and G
         on Annex VI to the Credit Agreement.

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                  2.       The Credit Agreement is hereby amended as follows:

                   (a) Section  8.02 is amended by (x) deleting the "and" at the
         end of clause (iv)  thereof;  (y) inserting a ";" in lieu of the period
         at the end of clause (v) thereof;  and  inserting  new clauses (vi) and
         (vii) to read:

                      "(vi) The Canadian wholly owned Foreign  Subsidiary of the
                  Borrower  ("Trico  Canada")  may  incur  indebtedness  to  the
                  Borrower and the Subsidiary  Guarantors in connection with the
                  transfer  of up to U.S.  $10,000,000  of  inventory  from  the
                  Borrower and its Subsidiaries to Trico Canada; and

                      (vii) Trico  Latinoamericana  S.A.  ("Trico LA"), a wholly
                  owned  Foreign   Subsidiary   of  the   Borrower,   may  incur
                  Indebtedness  for  working  capital  and  capital  expenditure
                  purposes from time to time  pursuant to one or more  revolving
                  credit or similar agreements,  provided that (A) the aggregate
                  principal amount of such  Indebtedness at any time outstanding
                  pursuant  to  this  clause   (vii),   when   aggregated   with
                  Indebtedness  of Trico LA  constituting  Foreign  Intercompany
                  Loans, shall not exceed $6,000,000,  (B) such Indebtedness may
                  be  secured,  but only with the  assets of Trico LA and (C) no
                  Person  other  than  Trico LA and  either  the  Borrower  or a
                  Subsidiary  Guarantor shall have guaranteed or be contingently
                  liable for the repayment of such Indebtedness.";

                  (b)Section  8.05 is amended by (x)  deleting  the "and"  after
         clause (x)  thereof;  (y)  inserting a "; and" in lieu of the period at
         the end of clause (xi) thereof; and (z) inserting a new clause (xii) to
         read:

                      "(xii) the  Borrower and  the  Subsidiary  Guarantors  may
                  transfer assets among themselves.";

                  (c) Section 8.06(i)(B) is amended by (i) inserting an "and" in
         lieu of the semicolon  preceding subclause (y) and (ii) inserting a new
         subclause (y) in lieu of subclauses (y) and (z) to read:

                      "(y) the indebtedness evidenced thereby  is  permitted  by
         Section 8.02;";

                  (d) Section  8.14(ii) is amended by  changing  the  references
         to "clause  (i)(y)" therein to read "clause (i)"; and

                  (e) Section  10  of   the  Credit   Agreement  is  amended  by
         inserting  in  the appropriate  alphabetical  order  the  following new
         definitions:

             "Trico Canada" shall have the meaning provided in Section 8.02(vi).

             "Trico LA"  shall  have the meaning provided  in Section 8.02(vii).

                  3. In order to induce the Banks to enter into this  Amendment,
the Borrower  hereby  represents  and  warrants  that (x) no Default or Event of
Default exists on the Effective Date (as defined  below),  both before and after
giving  effect  to  this  Amendment  and  (y)  all  of the  representations  and
warranties  contained in the Credit  Documents  shall be true and correct in all
material  respects on the Effective  Date both before and after giving effect to
this  Amendment,  with  the same  effect  as  though  such  representations  and
warranties  had been made on and as of the Effective  Date (it being  understood
that any representation or warranty made as of a specific date shall be true and
correct in all material respects as of such specific date).

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                  4.  This  Amendment  is  limited  as  specified  and shall not
constitute a  modification,  acceptance or waiver of any other  provision of the
Credit Agreement or any other Credit Document.

                  5.  This   Amendment   may  be   executed  in  any  number  of
counterparts and by the different parties hereto on separate counterparts,  each
of which counterparts when executed and delivered shall be an original,  but all
of which shall together  constitute one and the same instrument.  A complete set
of counterparts shall be lodged with the Borrower and the Agent.

                  6.  This  Amendment  and the  rights  and  obligations  of the
parties hereunder shall be construed in accordance with and governed by the laws
of the State of New York.

                  7. This Amendment  shall become  effective as of the date (the
"Effective  Date") when each of the Borrower  and the Required  Banks shall have
duly  executed a copy hereof  (whether the same or  different  copies) and shall
have  delivered  (including  by way of facsimile  transmission)  the same to the
Agent at its Notice Office.

                  8. From and after the Effective  Date,  all  references to the
Credit Agreement in the Credit Agreement and the other Credit Documents shall be
deemed to be references to such Credit Agreement as modified hereby.

<PAGE>




                  IN WITNESS  WHEREOF,  each of the parties  hereto has caused a
counterpart  of this  Agreement to be duly executed and delivered as of the date
first above written.

Address:                                    STANT CORPORATION


                                             By Thomas E. Schmitt
                                               ---------------------------
                                               Name: Thomas E. Schmitt
                                               Title: Senior Vice President -
                                                      Finance and Chief 
                                                      Financial Officer


                                               THE CHASE MANHATTAN BANK,
                                               Individually and as Agent


                                             By Rosemary Bradley
                                               --------------------------
                                               Name: Rosemary Bradley
                                               Title: Vice President


                                               BANK OF AMERICA ILLINOIS


                                             By Michael G. Healy
                                               --------------------------
                                               Name: Michael G. Healy
                                               Title: Vice President


                                               BANK OF TOKYO-MITSUBISHI
                                                 TRUST COMPANY

                                             By Paul P. Malecki
                                               --------------------------
                                               Name: Paul P. Malecki
                                               Title: Vice President

<PAGE>
                                               BANQUE PARIBAS

                                             By Joli A. Biesel
                                               ---------------------------
                                               Name: Joli A. Biesel
                                               Title: Asst. Vice President

                                             By Peter Toal
                                               ---------------------------
                                               Name: Peter Toal
                                               Title: General Manager


                                               COMERICA BANK


                                             By Philip A. Coosaia
                                               ---------------------------
                                               Name: Philip A. Coosaia
                                               Title: Vice President


                                               CREDIT LYONNAIS CHICAGO
                                                 BRANCH


                                             By Michel Buysschaert
                                               ---------------------------
                                               Name: Michel Buysschaert
                                               Title: Vice President


                                               HARRIS TRUST AND SAVINGS BANK


                                             By Peter Krawchuk
                                               ---------------------------
                                               Name: Peter Krawchuk
                                               Title: Vice President


                                               MANUFACTURERS AND TRADERS
                                                 TRUST COMPANY


                                             By Geoffrey R. Fenn
                                               --------------------------
                                               Name: Geoffrey R. Fenn
                                               Title: Vice President

                                               MARINE MIDLAND BANK


                                             By Hugh McLean
                                               ---------------------------
                                               Name: Hugh McLean
                                               Title: Vice President

 
                                               MELLON BANK, N.A.


                                             By Reginald T. Overton
                                               ---------------------------
                                               Name: Reginald T. Overton
                                               Title: First Vice President


                                               NATIONAL CITY BANK


                                             By Kevin J. Storlie
                                               ---------------------------
                                               Name: Kevin J. Storlie
                                               Title: Assistant Vice President


                                               NBD BANK, N.A.


                                             By Sandra L. Jackson
                                               ---------------------------   
                                               Name: Sandra L. Jackson
                                               Title: Assistant Vice President


                                               SOCIETE GENERALE


                                             By May I. Mallouh
                                               ---------------------------  
                                               Name: May I. Mallouh
                                               Title: Vice President


                                               STAR BANK, N.A.


                                             By Douglas V. Wyatt
                                               ---------------------------   
                                               Name: Douglas V. Wyatt
                                               Title: Vice President



                                               THE BOATMEN'S NATIONAL BANK
                                                 OF ST. LOUIS


                                             By Stephen J. Miles
                                               ---------------------------   
                                               Name: Stephen J. Miles
                                               Title: Corporate Banking Officer


                                               THE FIRST NATIONAL BANK OF
                                                 BOSTON


                                             By Christopher M. Holtz
                                               ---------------------------    
                                               Name: Christopher M. Holtz
                                               Title: Vice President


                                               THE LONG-TERM CREDIT BANK OF
                                                 JAPAN, LTD.


                                             By Brady S. Sadek
                                               ---------------------------   
                                               Name: Brady S. Sadek
                                               Title: Vice President and Deputy
                                                      General Manager 


                                               UNITED STATES NATIONAL BANK
                                                 OF OREGON


                                             By Chris J. Karlin
                                               ---------------------------
                                               Name: Chris J. Karlin
                                               Title: Vice President