Exhibit 10.15




                               FIRST AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT

         THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment") is made as of November __, 2005, by and among REINHOLD INDUSTRIES,
INC. (the "Borrower"), the LENDERS (as defined below) and LASALLE BANK, NATIONAL
ASSOCIATION, as Agent (the "Administrative Agent").

                                    RECITALS

         A. The Borrower, NP Aerospace Limited ("NP Aerospace"), the financial
institutions signatory thereto (the "Lenders") and the Administrative Agent
entered into an Amended and Restated Credit Agreement dated as of December 8,
2004 (as amended, modified, restated or extended from time to time, the "Credit
Agreement"), pursuant to the terms of which the Lenders made (i) a revolving
credit facility available to the Borrower and NP Aerospace in the aggregate
principal amount of $12,000,000 and (ii) a term loan facility available to the
Borrower and NP Aerospace in the aggregate principal amount of $24,500,000.

         B. In connection with the Borrower's sale of all of its equity
interests in NP Aerospace pursuant to the NP Aerospace Sale Agreement (as
defined herein), the Borrower has requested, and the Administrative Agent and
the Lenders have agreed, to enter into this Amendment to amend certain
provisions of the Credit Agreement.

         C. Capitalized terms used but not defined herein are defined in the
Credit Agreement.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the premises and mutual covenants
and agreements herein contained and other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the Borrower, the Lenders
and the Administrative Agent agree as follows:

1. Definitions. Capitalized terms used but not defined herein are defined in the
Credit Agreement.

2. Amendments.

            (a) The following definitions in Section 1.01 of the Credit
Agreement are hereby amended and restated in their entirety, or added to Section
1.01 of the Credit Agreement, as the case may be, as follows:

                  Agent Fee Letter means the second amended and restated Fee
Letter dated as of November __, 2005 between Reinhold and the Administrative
Agent.

                  Applicable Margin means, for any day, the rate per annum set
forth below for the applicable Loans and the L/C Fee and non-use fee:

<TABLE>
<CAPTION>

       LIBOR              Base Rate
     Margin for          Margin for      LIBOR Margin         Base Rate Margin       Non-Use            L/C Fee
  Revolving Loans      Revolving Loans   for Term Loans        for Term Loans        Rate Fee             Rate
--------------------- ------------------ ------------------- ------------------ ------------------- ---------------
<S>                   <C>                <C>                 <C>                <C>                 <C>
       2.50%                 0%                2.50%                0%                0.50%               2.50%
--------------------- ------------------ ------------------- ------------------ ------------------- ---------------
</TABLE>

                  Borrowing Base means an amount equal to the total of (a) 80%
of the unpaid amount (net of such reserves and allowances as the Administrative
Agent deems necessary in its reasonable discretion) of all Eligible Accounts
plus (b) the lesser of (i) 50% of the value of all Eligible Inventory valued at
the lower of cost or market (net of such reserves and allowances as the
Administrative Agent deems necessary in its reasonable discretion) and (ii)
$2,500,000.

                  Collateral Documents means, collectively, the Guaranty and
Collateral Agreement, each Mortgage, each Collateral Access Agreement, each
Perfection Certificate, each control agreement and any other agreement or
instrument pursuant to which any Loan Party, any Subsidiary or any other Person
grants or purports to grant collateral to the Administrative Agent for the
benefit of the Lenders or otherwise relates to such collateral.

                  Delayed Draw Date has the meaning set forth in Section 12.3.

                  Dividend Program means the special cash distribution program
whereby Reinhold may make a certain one-time cash distribution to its common
shareholders in the Fiscal Quarter ending March 31, 2006 in an amount of up to
$6.00 per share of common stock, with such distributions to be funded by
available cash of Reinhold and proceeds of the Term Loan.

                  NP Aerospace Sale Agreement has the meaning set forth in the
First Amendment to the Amended and Restated Credit Agreement dated as of
November __, 2005 among the Borrower, the Administrative Agent and the Lenders
signatory thereto.

                  Revolving Commitment means $4,500,000, as reduced from time to
time pursuant to Section 6.1.

                  Term Loan Commitment means $5,500,000.

            (b) The following definitions in Section 1.01 of the Credit
Agreement are hereby deleted in there entirety: Borrower Representative,
Domestic Borrower, Domestic Subsidiary, Eligible Foreign Account, Eligible
Foreign Inventory, Excess Cash Flow, Foreign Collateral Documents, Foreign
Pension Plan, Foreign Subsidiary, NP Aerospace and Security Trustee.

            (c) The definition of "Eligible Inventory" in Section 1.01 of the
Credit Agreement is hereby amended by deleting the proviso contained in
subsection (c) thereof.

            (d) The definition of "GAAP" in Section 1.01 of the Credit Agreement
is hereby amended by deleting the proviso contained therein.

            (e) The definition of "Interest Period" in Section 1.01 of the
Credit Agreement is hereby amended by deleting the text "one, two or three
months" contained therein and replacing it with the text "two weeks (with
respect to Revolving Loans only) or one, two or three months".

            (f) Section 2.1.2 of the Credit Agreement is hereby amended by
deleting such section in its entirety and replacing it as follows:

                  2.1.2 Term Loan Commitment. Each Lender with a Term Loan
Commitment agrees to make a loan to the Borrower (each such loan, a "Term Loan")
on the Delayed Draw Date in such Lender's Pro Rata Share of the Term Loan
Commitment. The Commitments of the Lenders to make Term Loans shall expire on
the earlier of (i) March 31, 2006 and (ii) the Delayed Draw Date and any amount
of Term Loan Commitment which is not utilized by the Borrower on any such date
shall be automatically terminated.

            (g) The Credit Agreement is hereby amended by deleting Section 2.2.4
in its entirety.

            (h) Section 2.3.1 of the Credit Agreement is hereby amended by
deleting the phrase: "(on behalf of the applicable Borrower)" in each place
where it appears.

            (i) The Credit Agreement is hereby amended by deleting Section 2.6
in its entirety.

            (j) Section 5.1 of the Credit Agreement is hereby amended by
numbering the first paragraph of such section as subparagraph (a) and adding the
following new subparagraph (b) thereto:

                  (b) The Borrower agrees to pay to the Administrative Agent for
the account of each Lender a non-use fee, for the period from November __, 2005
to the Delayed Draw Date, at the Non-Use Fee Rate in effect from time to time of
such Lender's Pro Rata Share (as adjusted from time to time) of the unused
amount of the Term Loan Commitment. For purposes of calculating usage under this
Section, the Term Loan Commitment shall be deemed used to the extent of advances
of the Term Loan. Such non-use fee shall be payable in arrears on the last day
of each calendar quarter and on the Delayed Draw Date for any period then ending
for which such non-use fee shall not have previously been paid.

            (k) Section 6.2.2(a)(i) of the Credit Agreement is hereby amended by
deleting such section in its entirety and replacing it as follows:

                  (i) Concurrently with the receipt by any Loan Party of any Net
Cash Proceeds from any Asset Disposition, in an amount equal to 100% of such Net
Cash Proceeds, but only if such Net Cash Proceeds exceed $300,000 in any Fiscal
Year (and then only to the extent of such excess).

            (l) The Credit Agreement is hereby amended by deleting Section
6.2.2(a)(iv) in its entirety.

            (m) Section 6.4.2 of the Credit Agreement is hereby amended by
deleting such section in its entirety and replacing it as follows:

                  6.4.2 Term Loans. The Term Loan shall be paid as follows: (i)
on the last day of each calendar month in which the Term Loan is outstanding, a
monthly principal installment equal to $122,500 (with the first such payment
commencing on the last day of the calendar month succeeding the Delayed Draw
Date) and (ii) a final principal installment equal to the remaining outstanding
principal balance of the Term Loan on the Term Loan Maturity Date. Each Lender
shall be paid its Pro Rata Share of each such installment.

                  Unless sooner paid in full, the outstanding principal balance
of the Term Loan shall be paid in full on the Term Loan Maturity Date.

            (n) The first paragraph of Sections 9, 10 and 11 of the Credit
Agreement and the first sentence and second from the last sentence of Section
15.5 of the Credit Agreement are hereby amended by deleting the text "jointly
and severally" contained therein.

            (o) The Credit Agreement is hereby amended by deleting Section
9.9(c) in its entirety.

            (p) Sections 10.1.5(c), 10.7 and 13.1.7 of the Credit Agreement are
hereby amended by deleting each reference to "Foreign Pension Plan" contained
therein.

            (q) Section 10.10 of the Credit Agreement is hereby amended by
deleting such section in its entirety and replacing it as follows:

                  10.10 Further Assurances. Take, and cause each other Loan
Party to take, such actions as are necessary or as the Administrative Agent or
the Required Lenders may reasonably request from time to time to ensure that the
Obligations of each Loan Party under the Loan Documents are secured by
substantially all of the assets of the Borrower and each Subsidiary (as well as
all Capital Securities of each domestic Subsidiary and 65% of all Capital
Securities of each direct foreign Subsidiary (or, if less, the percentage owned
by the relevant Loan Party)) and guaranteed by each domestic Subsidiary
(including, upon the acquisition or creation thereof, any Subsidiary acquired or
created after the Restatement Date), in each case as the Administrative Agent
may determine, including (a) the execution and delivery of guaranties, security
agreements, pledge agreements, mortgages deeds of trust, financing statements
and other documents, and the filing or recording of any of the foregoing and (b)
the delivery of certificated securities and other collateral with respect to
which perfection is obtained by possession. Cause all collections from Accounts
to be directed to a bank account maintained with the Administrative Agent or to
such other bank account as the Administrative Agent may otherwise consent.

            (r) Section 10.11 of the Credit Agreement is hereby amended by
deleting such section in its entirety and replacing it as follows:

                  10.11 Deposit Accounts. Unless the Administrative Agent
otherwise consents in writing, in order to facilitate the Administrative Agent's
and the Lenders' maintenance and monitoring of their security interests in the
collateral, maintain all of its principal deposit and operating accounts with
the Administrative Agent.

            (s) Section 11.1(c) of the Credit Agreement is hereby amended by
deleting such section in its entirety and replacing it as follows:

                  (c) Debt of Borrower to any of its Wholly-Owned Subsidiaries
or Debt of any Wholly-Owned Subsidiaries of Borrower to Borrower; provided that
in each case such Debt shall be evidenced by a demand note in form and substance
reasonably satisfactory to the Administrative Agent and pledged and delivered to
the Administrative Agent pursuant to the Collateral Documents as additional
collateral security for the Obligations, and the obligations under such demand
note shall be subordinated to the Obligations of Borrower hereunder in a manner
reasonably satisfactory to the Administrative Agent;

            (t) Section 11.4 of the Credit Agreement is hereby amended by
deleting such section in its entirety and replacing it as follows:

                  11.4 Restricted Payments. Not, and not permit any other Loan
Party to, (a) make any distribution to any holders of its Capital Securities,
(b) purchase or redeem any of its Capital Securities, (c) except as provided in
Section 11.7 hereof, pay any management fees or similar fees to any of its
equityholders or any Affiliate thereof, (d) make any redemption, prepayment,
defeasance, repurchase or any other payment in respect of any Subordinated Debt
or (e) set aside funds for any of the foregoing. Notwithstanding the foregoing,
so long as such Loan Party is otherwise in compliance with the provisions of
this Agreement and the financial covenants contained herein, and immediately
after giving effect to the transactions described below is in pro forma
compliance with such financial covenants, (i) any Subsidiary of Borrower may pay
dividends or make other distributions to Borrower or to a Wholly-Owned
Subsidiary; and (ii) so long as no Event of Default or Unmatured Event of
Default exists or would result therefrom, Reinhold may (A) pursuant to the
Dividend Program, make dividends or other distributions to its shareholders in
an aggregate amount not to exceed $20,000,000 in the Fiscal Quarter ending March
31, 2006, (B) make dividends or other distributions to its shareholders in an
amount not to exceed the lesser of (I) $1,700,000 and (II) $0.50 per share of
its common stock on December 16, 2005, (C) make dividends of its own stock,
including cash payments for fractional shares and (D) redeem its Capital
Securities and (iii) Reinhold may make dividends to directors of Reinhold so
long as such amounts have been properly accrued pursuant to Reinhold's Directors
Deferred Stock Plan, in an aggregate amount not to exceed $2,000,000 during the
term of this Agreement.

            (u) Section 11.7 of the Credit Agreement is hereby amended by
deleting the reference "Section 11.4(e)(ii)(d)" therein and replacing it with
the reference "Sections 11.4(ii) and (iii)".

            (v) Section 11.14.1 of the Credit Agreement is hereby amended by
deleting such section in its entirety and replacing it as follows:

                  11.14.1 Fixed Charge Coverage Ratio. Not permit the Fixed
Charge Coverage Ratio for any Computation Period to be less than 1.25 to 1.00.

            (w) Section 11.14.2 of the Credit Agreement is hereby amended by
deleting such section in its entirety and replacing it as follows:

                  11.14.2 Total Debt to EBITDA Ratio. Not permit the Total Debt
to EBITDA Ratio as of the last day of any Computation Period to exceed 2.50 to
1.00 for any such Computation Period.

            (x) A new Section 12.3 of the Credit Agreement is hereby added as
follows:

                  12.3 Delayed Draw Credit Extension. The obligation of the
         Lenders to make the Term Loan is, in addition to the conditions
         precedent specified in Section 12.2, subject to the conditions
         precedent that the Administrative Agent shall have received all of the
         following, each duly executed and dated the Delayed Draw Date (or such
         earlier date as shall be satisfactory to the Administrative Agent), as
         applicable, in form and substance satisfactory to the Administrative
         Agent (and the date on which all such conditions precedent have been
         satisfied or waived in writing by the Administrative Agent and the
         Lenders is called the "Delayed Draw Date"):

                  12.3.1 Notice of Borrowing; Letter of Direction. An
         irrevocable notice of borrowing with respect to the Term Loan on the
         Delayed Draw Date and an irrevocable letter of direction with respect
         to the proceeds of the Term Loan on the Delayed Draw Date.

                  12.3.2       Notes.  A Note for each Lender requesting one.
                               -----

                  12.3.3 Authorization Documents. The Borrower's (i) charter (or
         similar formation document), certified by the appropriate governmental
         authority; (ii) good standing certificates in its state of
         incorporation (or formation) and in each other state requested by the
         Administrative Agent; (iii) bylaws (or similar governing document);
         (iv) resolutions of its board of directors (or similar governing body)
         approving and authorizing (A) the drawing of the Term Loan and the
         transactions contemplated in connection therewith and (B) the Dividend
         Program and (C) such other matters with respect to the Term Loan and
         Dividend Program as may be requested by the Administrative Agent; and
         (v) signature and incumbency certificates of its officers executing any
         of the applicable Loan Documents (it being understood that the
         Administrative Agent and each Lender may conclusively rely on each such
         certificate until formally advised by a like certificate of any changes
         therein), all certified by its secretary or an assistant secretary (or
         similar officer) as being in full force and effect without
         modification.

                  12.3.3 Opinions of Counsel. Such opinions of counsel as may be
         reasonably requested by the Administrative Agent.

                  12.3.4       Solvency  Opinion.   True,  correct  and complete
         copy  of  any  solvency  opinion obtained by Reinhold in connection
         with the Dividend Program.

                  12.3.5 Solvency Certificate. A Solvency Certificate executed
         by a Senior Officer of Reinhold in form and substance satisfactory to
         the Administrative Agent (which, among other things, shall state that
         the Borrower and its Subsidiaries shall be solvent after giving effect
         to the dividends contemplated by the Dividend Program).

                  12.3.6 Closing Certificate. A certificate executed by a Senior
         Officer of the Borrower certifying (a) the matters set forth in Section
         12.2.1 of the Credit Agreement as of the Delayed Draw Date, (b) as to
         its compliance with Section 11.4 of the Credit Agreement and (c) that
         all necessary governmental, regulatory, creditor, shareholder and other
         material consents, approvals and exemptions required to be obtained by
         the Borrower in connection with the Dividend Program have been duly
         obtained and are in full force and effect.

                  12.3.7 Consents, etc. Certified copies of all documents
         evidencing any consents and governmental approvals (if any) required
         for the execution, delivery and performance by the Borrower of the
         Dividend Program.

                  12.3.8       Other.  Such  other  documents  as  the
         Administrative  Agent  or  any  Lender  may reasonably request.

            (y) Sections 14.14, 14.15 and 14.16 of the Credit Agreement are
hereby amended by deleting such sections in their entirety.

            (z) The Credit Agreement is hereby amended by deleting Section 16 in
its entirety.

            (aa) The Credit Agreement and each of the other Loan Documents are
hereby amended by (i) deleting each reference to "each Borrower", "a Borrower",
"any Borrower", "such Borrower", "Borrowers", "the Borrowers", "Domestic
Borrower" and "Borrower Representative" contained therein and replacing each
such reference with a reference to "the Borrower", in each case with such
corresponding grammatical changes as shall be necessary or appropriate in
connection therewith and (ii) deleting each reference to "no Borrower" contained
in Section 9.9 and replacing it with a reference to "neither the Borrower".

            (bb) The Credit Agreement and each of the other Loan Documents is
hereby amended by deleting each reference to "the Borrowers and their
Subsidiaries" contained therein and replacing it with a reference to "the
Borrower and its Subsidiaries" and by deleting each reference to "the
Borrowers'" and replacing it with a reference to "the Borrower's".

            (cc) The Credit Agreement is hereby amended by deleting each
reference to "Eligible Domestic Account" contained therein and replacing it with
a reference to "Eligible Account".

            (dd) The Credit Agreement is hereby amended by deleting each
reference to "Eligible Domestic Inventory" contained therein and replacing it
with a reference to "Eligible Inventory".

            (ee) The Credit Agreement and each of the other Loan Documents is
hereby amended by deleting each reference to "Security Trustee".

            (ff) The existing Annex A to the Credit Agreement setting forth the
Lenders and Pro Rata Shares is hereby amended by deleting such Annex in its
entirety and replacing it with the revised Annex A provided at Annex I hereto.

            (gg) The existing Annex B to the Credit Agreement setting forth the
Addresses for Notices is hereby amended by deleting such Annex in its entirety
and replacing it with the revised Annex B provided at Annex I hereto.

            (hh) The existing Exhibit A to the Credit Agreement setting forth
the form of Note is hereby amended by deleting such exhibit in its entirety and
replacing it with the revised Exhibit A provided at Annex II hereto.

            (ii) The existing Exhibit B to the Credit Agreement setting forth
the form of Compliance Certificate is hereby amended by deleting such exhibit in
its entirety and replacing it with the revised Exhibit B provided at Annex II
hereto.

            (jj) The existing Exhibit C to the Credit Agreement setting forth
the form of Borrowing Base Certificate is hereby amended by deleting such
exhibit in its entirety and replacing it with the revised Exhibit C provided at
Annex II hereto.

            (kk) The existing Exhibit D to the Credit Agreement setting forth
the form of Assignment Agreement is hereby amended by deleting such exhibit in
its entirety and replacing it with the revised Exhibit D provided at Annex II
hereto.

            (ll) The existing Exhibit E to the Credit Agreement setting forth
the form of Notice of Borrowing is hereby amended by deleting such exhibit in
its entirety and replacing it with the revised Exhibit E provided at Annex II
hereto.

            (mm) The existing Exhibit F to the Credit Agreement setting forth
the form of Notice of Conversion/Continuation is hereby amended by deleting such
exhibit in its entirety and replacing it with the revised Exhibit F provided at
Annex II hereto.

            (nn) Schedules 9.6 through 11.11 of the Credit Agreement are hereby
amended and restated in their entirety as set forth on Annex III hereto.

         2. Waiver and Agreement. The Administrative Agent and Lenders hereby
agree as follows: (i) effective September 15, 2005, Administrative Agent and
Lenders waive the required prepayment from Excess Cash Flow payable on such date
pursuant to Section 6.2.2(a)(iv) of the Credit Agreement and (ii) Administrative
Agent and Lenders agree that the monthly principal payment in the amount of
$367,000 due and payable on October 31, 2005 pursuant to Section 6.4.2 of the
Credit Agreement shall be deferred and shall now be due and payable on the
earlier of (a) the consummation of the transactions contemplated by the NP
Aerospace Sale Agreement and (b) November 30, 2005.

         3. Interpretation. Reference in this Amendment, the Credit Agreement or
any other Loan Document to the Credit Agreement shall be a reference to the
Credit Agreement as amended hereby and as further amended, modified, restated or
extended from time to time. The Borrower acknowledges and agrees that all
Liabilities (as defined in the Security Agreement) are, and shall at all times
be, entitled to the benefits of the Collateral Documents.

         4. Representations and Warranties. To induce the Administrative Agent
and the Lenders to execute this Amendment, the Borrower represents and warrants
to the Administrative Agent and the Lenders as follows:

                  (a) The Borrower is in good standing under the laws of the
         State of Delaware and in each jurisdiction where, because of the nature
         of its activities or properties, such qualification is required, except
         for such jurisdictions where the failure to so qualify would not have a
         Material Adverse Effect.

                  (b) The Borrower is duly authorized to execute and deliver
         this Amendment and is duly authorized to perform its obligations
         hereunder.

                  (c) The execution, delivery and performance by the Borrower of
         this Amendment do not and will not (i) require any consent or approval
         of any governmental agency or authority (other than any consent or
         approval which has been obtained and is in full force and effect), (ii)
         conflict with (A) any provision of law, (B) the certificate of
         incorporation or bylaws of the Borrower or (C) any agreement,
         indenture, instrument or other document, or any judgment, order or
         decree, which is binding upon the Borrower or any of its properties or
         (iii) require, or result in, the creation or imposition of any Lien on
         any asset of the Borrower, other than in the favor of Lenders.

                  (d) This Amendment is the legal, valid and binding obligation
         of the Borrower, enforceable against the Borrower in accordance with
         its terms, subject to bankruptcy, insolvency and similar laws affecting
         enforceability of creditors' rights generally and to general principals
         of equity.

                  (e) The representations and warranties in the Loan Documents
         (including but not limited to Section 9 of the Credit Agreement) are
         true and correct in all material respects with the same effect as
         though made on and as of the date of this Amendment (except to the
         extent stated to relate to a specific earlier date, in which case such
         representations and warranties were true and correct as of such earlier
         date).

                  (f) No Event of Default or Unmatured Event of Default has
         occurred and is continuing.

         5. Affirmation. Except as expressly amended hereby, the Credit
Agreement and the other Loan Documents are and shall continue in full force and
effect and the Borrower hereby fully ratifies and affirms each Loan Document to
which it is a party. Reference in any of this Amendment, the Credit Agreement or
any other Loan Document to the Credit Agreement shall be a reference to the
Credit Agreement as amended hereby and as further amended, modified, restated,
supplemented or extended from time to time. This Amendment shall constitute a
Loan Document for purposes of the Credit Agreement and the other Loan Documents.

         6. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall constitute an original, but all of which when
taken together shall constitute one instrument. Delivery of an executed
counterpart of this Amendment by facsimile shall be effective as delivery of an
original counterpart.

         7. Headings. The headings and captions of this Amendment are for the
purposes of reference only and shall not affect the construction of, or be taken
into consideration in interpreting, this Amendment.

         8. Conditions to Amendment. This Amendment shall become effective upon
the satisfaction in full of all of the following conditions precedent, each of
which shall be satisfactory to the Administrative Agent and the Lenders:

                  (a) Delivery of Loan Documents. The Borrower shall have
         delivered the following documents in form and substance satisfactory to
         the Administrative Agent (and, as applicable, duly executed and dated
         as of the date hereof):

                           (i) Amendment. This Amendment.

                           (ii) Note. A promissory note substantially in the
                  form of Exhibit A to the Credit Agreement payable to LaSalle
                  Bank National Association, as Lender.

                           (iii) Amendment to Guaranty and Collateral Agreement.
                  An amendment to the Guaranty and Collateral Agreement,
                  together with all supplemental schedules and other documents
                  required to be delivered in connection therewith.

                           (iv) Authorization Documents. The Borrower's (A)
                  certificate of incorporation, certified by the appropriate
                  governmental authority, (B) good standing certificates in its
                  state of incorporation and in each other state requested by
                  Agent, (C) bylaws, (D) resolutions of its board of directors
                  approving and authorizing the Borrower's execution, delivery
                  and performance of the Amendment and the transactions
                  contemplated thereby and (E) signature and incumbency
                  certificates of its officers executing the Amendment and the
                  other documents being delivered in connection therewith, all
                  certified by its secretary or an assistant secretary as being
                  in full force and effect without modification.

                           (v) Opinion of Counsel. An opinion of counsel to the
                  Borrower as to such matters as may be reasonably requested by
                  the Administrative Agent.

                           (vi) Insurance. Evidence satisfactory to the
                  Administrative Agent of the existence of insurance required to
                  be maintained pursuant to Section 10.3(b) of the Credit
                  Agreement.

                           (vii) Borrowing Base Certificate. A Borrowing Base
                  Certificate of the Borrower in the form attached as Exhibit C
                  to the Credit Agreement.

                           (viii) Fee Letter. An Amended and Restated Fee Letter
                  dated as of the date hereof between the Borrower and the
                  Administrative Agent (the "Fee Letter").

                           (ix) NP Aerospace Sale Agreement. An executed copy of
                  the NP Aerospace Sale Agreement (as defined below), together
                  with any amendments or supplements thereto, certified by the
                  secretary or assistant secretary of the Borrower as being true
                  accurate and complete.

                           (x) UCC. UCC financing statement naming the Borrower
                  as debtor and the Administrative Agent as secured party filed
                  in the Borrower's jurisdiction of incorporation and covering
                  all Collateral.

                  (b) Related Transactions. The Borrower shall have completed
         the Related Transactions. As used herein, "Related Transactions" shall
         mean (i) the consummation of the transactions contemplated by that
         certain Sale and Purchase Agreement dated as of September 26, 2005
         between Reinhold Industries, Inc., as seller and TCG Guardian 2
         Limited, as buyer (the "NP Aerospace Sale Agreement") and (ii) the
         receipt by the Administrative Agent or its designee of not less than
         $25,757,000 (plus accrued interest thereon) in immediately available
         funds as a prepayment of the Loans (such prepayment to be allocated
         among the Loans as determined by the Administrative Agent).

                  (c) Payment of Fees. Evidence of payment by the Borrower of
         all accrued and unpaid fees, costs and expenses to the extent then due
         and payable, together with all Attorney Costs of the Administrative
         Agent to the extent invoiced prior to the date hereof, plus such
         additional amounts of Attorney Costs as shall constitute the
         Administrative Agent's reasonable estimate of Attorney Costs incurred
         or to be incurred by the Administrative Agent through the closing
         proceedings (provided that such estimate shall not thereafter preclude
         final settling of accounts between the Borrower and the Administrative
         Agent).

                  (d) Revolving Outstandings. Immediately prior to giving effect
         to this Amendment, the Revolving Outstandings under the Credit
         Agreement shall not exceed $3,000,000.

                  (e) Amendment Fee. Receipt by the Administrative Agent of the
         amendment fee payable pursuant to the Fee Letter.

                  (f) Assignment Agreement. Receipt and acceptance by the
         Administrative Agent of an Assignment Agreement dated on or prior to
         the date hereof between National City Bank of Indiana and LaSalle Bank
         National Association pursuant to which National City Bank of Indiana
         shall have sold and transferred to LaSalle Bank National Association
         all of its Loans and Commitments under the Credit Agreement.

                  (g) Other. Such other documents as the Administrative Agent or
         any Lender may reasonably request.

         The date upon which such events have occurred is the "Effective Date."

         9. Further Assurances. The Borrower agrees to execute and deliver in
form and substance satisfactory to the Administrative Agent and the Lenders such
further documents, instruments, amendments, financing statements and to take
such further action, as may be necessary from time to time to perfect and
maintain the liens and security interests created by the Loan Documents, as
amended hereby.

         10. APPLICABLE LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS WITHOUT GIVING EFFECT TO
ILLINOIS CHOICE OF LAW DOCTRINE.


                            [signature page follows]


<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be duly executed as of the date first written above.



                                    BORROWER:

                                    REINHOLD INDUSTRIES, INC.

                                    By:
                                    -----------------------------------------
                                    Michael T. Furry, President



                                      BANK:

                                     LASALLE BANK, NATIONAL ASSOCIATION, as
                                     Administrative Agent and Lender

                                     By:
                                     -----------------------------------------

                                     Its:
                                     ----------------------------------------





<PAGE>


                                   Annex I - 2

                                     ANNEX I

                                     ANNEX A

                           LENDERS AND PRO RATA SHARES

<TABLE>
<CAPTION>



                               Revolving                                   Term Loan
         Lender             Commitment Amount       Pro Rata Share         Commitment              Pro Rata Share
------------------------- ---------------------- ---------------------- ----------------------- ----------------------
<S>                       <C>                    <C>                    <C>                     <C>
LaSalle Bank National          $4,500,000                100%                 $5,500,000                100%
Association

------------------------- ---------------------- ---------------------- ----------------------- ----------------------
         TOTALS                $4,500,000                100%                 $5,500,000                100%
------------------------- ---------------------- ---------------------- ----------------------- ----------------------
</TABLE>


<PAGE>


                                     ANNEX B

                              ADDRESSES FOR NOTICES

REINHOLD INDUSTRIES, INC.
------------------------

12827 E. Imperial Hwy.
Santa Fe Springs, CA 90670
Attention:  Michael Furry
Telephone:  (562) 944-3281
Facsimile:  (562) 903-3019

LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent, Issuing Lender
---------------------------------- and Lender

Notices of Borrowing , Conversion, Continuation

135 South LaSalle Street
Chicago, Illinois 60603
Attention: Janet Bukowiecki
Telephone: (312) 904-8456
Facsimile:  (312) 904-8808

Request for Letters of Credit and other Letter of Credit Matters

Global Trade Advisory - Operations
ABN AMRO Plaza
540 West Madison, 26th Floor
Chicago, Illinois 60661
Attention: Standby LC Operations Dept.
Facsimile: (312) 780-0828
Email: standbylc.chi@abnamro.com

All Other Notices

135 South LaSalle Street
Chicago, Illinois 60603
Attention: H. Russell Bauer
Telephone: (312) 904-2092
Facsimile:  (312) 904-8808


<PAGE>


                                  Annex II - 13


                                    ANNEX II

                                    EXHIBIT A

                                     FORM OF
                                      NOTE

                                                            -------,-------
$__________________                                       Chicago, Illinois

         The undersigned, for value received, promises to pay to the order of
______________ (the "Lender") at the principal office of LaSalle Bank National
Association (the "Administrative Agent") in Chicago, Illinois the aggregate
unpaid amount of all Revolving Loans made to the undersigned by the Lender
pursuant to the Credit Agreement referred to below (as shown on the schedule
attached hereto (and any continuation thereof) or in the records of the Lender),
such principal amount to be payable on the dates set forth in the Credit
Agreement.

         The undersigned further promises to pay interest on the unpaid
principal amount of each Revolving Loan from the date of such Revolving Loan
until such Revolving Loan is paid in full, payable at the rate(s) and at the
time(s) set forth in the Credit Agreement. Payments of both principal and
interest are to be made in lawful money of the United States of America.

         This Note evidences indebtedness incurred under, and is subject to the
terms and provisions of, the Amended and Restated Credit Agreement, dated as of
December 8, 2004 (as amended, restated, supplemented or otherwise modified from
time to time, the "Credit Agreement"; terms not otherwise defined herein are
used herein as defined in the Credit Agreement), among the undersigned, certain
financial institutions (including the Lender) and the Administrative Agent, to
which Credit Agreement reference is hereby made for a statement of the terms and
provisions under which this Note may or must be paid prior to its due date or
its due date accelerated.

         This Note is made under and governed by the laws of the State of
Illinois applicable to contracts made and to be performed entirely within such
State.

         This Note issued on the date hereof (the "New Note") amends and
restates the Note previously issued by the Borrower and NP Aerospace Limited
under the Amended and Restated Credit Agreement payable to LaSalle Bank National
Association (the "Original Note") and does not constitute a novation, payment
and reborrowing, or termination of the Obligations under the Original Note. The
Obligations under the Original Note are in all respects continuing (as amended
and restated hereby) and the Liens and security interests and all other rights
granted under the Loan Documents with respect to the Original Note are in all
respects continuing and in full force and effect and the Collateral Documents
secure the payment of the Obligations under the New Note.



                    [signature appears on the following page]



<PAGE>




                          REINHOLD INDUSTRIES, INC.


                          By:__________________________________________________
                          Title:_______________________________________________



<PAGE>


                                    EXHIBIT B

                         FORM OF COMPLIANCE CERTIFICATE

To:_______________LaSalle Bank National Association, as Administrative Agent

         Please refer to the Amended and Restated Credit Agreement dated as of
December 8, 2004 (as amended, restated, supplemented or otherwise modified from
time to time, the "Credit Agreement") among Reinhold Industries, Inc., as
borrower (the "Borrower"), various financial institutions and LaSalle Bank
National Association, as Administrative Agent. Terms used but not otherwise
defined herein are used herein as defined in the Credit Agreement.

I.       Reports. Enclosed herewith is a copy of the [annual
         audited/quarterly/monthly] report of the Borrower as at _____________,
         ____ (the "Computation Date"), which report fairly presents in all
         material respects the financial condition and results of operations
         [(subject to the absence of footnotes and to normal year-end
         adjustments)] of the Borrower as of the Computation Date and has been
         prepared in accordance with GAAP consistently applied.

II.      Financial Tests. The Borrower hereby certifies and warrants to you that
         the following is a true and correct computation as at the Computation
         Date of the following ratios and/or financial restrictions contained in
         the Credit Agreement:

A.       Section 11.14.2 - Minimum Fixed Charge Coverage Ratio

         1.       EBITDA                                      $________

         2.       Income taxes paid                           $________

         3.       Capital Expenditures                        $________

         4.       Sum of (2) and (3)                          $________

         5.       Remainder of (1) minus (4)                  $________

         6.       Cash Interest Expense                       $________

         7.       Required payments of Funded Debt            $________

         8.       Sum of (6) and (7)                          $________

         9.       Ratio of (5) to (8)                          ___ to 1.0

         10.      Minimum Required                            1.25 to 1.0

B.       Section 11.14.5 - Maximum Total Debt to EBITDA Ratio

         1.       Total Debt                                  $________

         2.       EBITDA                                      $________
                  (from Item A(3) above)

         3.       Ratio of (1) to (2)                           ____ to 1

         4.       Maximum allowed                             2.50 to 1.0

         The Borrower further certifies to you that no Event of Default or
Unmatured Event of Default has occurred and is continuing.

         The Borrower has caused this Certificate to be executed and delivered
by its duly authorized officer on
---------, ----.

                            REINHOLD INDUSTRIES, INC.

                            By:
                            --------------------------------------------------
                            Title:
                            -----------------------------------------------


<PAGE>


                                    EXHIBIT C

                       FORM OF BORROWING BASE CERTIFICATE

To:      LaSalle Bank National Association, as Administrative Agent

         Please refer to the Amended and Restated Credit Agreement dated as of
December 8, 2004 (as amended, restated, supplemented or otherwise modified from
time to time, the "Credit Agreement") among Reinhold Industries, Inc. (the
"Borrower"), various financial institutions and LaSalle Bank National
Association, as Administrative Agent. This certificate (this "Certificate"),
together with supporting calculations attached hereto, is delivered to you
pursuant to the terms of the Credit Agreement. Capitalized terms used but not
otherwise defined herein shall have the same meanings herein as in the Credit
Agreement.

         The Borrower hereby certifies and warrants to the Administrative Agent
and the Lenders that at the close of business on ______________, ____ (the
"Calculation Date"), the Borrowing Base was $_____________, computed as set
forth on the schedule attached hereto.

         The  Borrower has caused this  Certificate to be executed and delivered
by its officer  thereunto  duly authorized on ___________, ______.

                             REINHOLD INDUSTRIES, INC.


                             By:
                             --------------------------------------------------
                             Title:
                             -----------------------------------------------



<PAGE>



                     SCHEDULE TO BORROWING BASE CERTIFICATE

                         Dated as of [_________________]

A. ELIGIBLE ACCOUNTS RECEIVABLE

1.       Accounts Receivable                                    $______________

2. Less Ineligibles

         -        Administrative Agent's Lien
                     Not Perfected                              $______________
         -        Subject to other Lien                         $______________
         -        Subject to Offset, etc.                       $______________
         -        Bankrupt or Insolvent Account Debtor          $______________

         -        Account Debtor not in U.S. (or
                  Ireland, as applicable)                       $______________
         -        Sale on Approval, Sale or Return,
                  Bill and Hold or Consignment                  $______________
         -        Account Debtor is the U.S. (unless
                  comply with Assignment of Claims Act)         $______________
         -        Amount in excess of credit limit              $______________
         -        Over 90 days past invoice date                $______________
         -        Affiliate Receivables                         $______________
         -        25% or more of Receivables from
                  related Account Debtor are ineligible         $______________
         -        Exceeds 35%/Other concentration limit         $______________
         -        Other                                         $______________
         -        Total                                         $______________

3.       Eligible Accounts Receivable
         [Item 1 minus Item 2]                                  $______________
                 -----

4.       Item 3 times 80%                                       $______________



B. ELIGIBLE INVENTORY

1.       Inventory                                              $______________

2. Less Ineligibles

         -        Administrative Agent's Lien
                      Not Perfected                             $______________
         -        Subject to other Lien                         $______________
         -        Not Salable                                   $______________
         -        Located off-site and no
                  Collateral Access Agreement                   $______________
         -        Produced in violation of FLSA                 $______________
         -        Restriction on ability of Administrative
                     Agent to sell                              $______________
         -        Not located in U.S.                           $______________
         -        "In transit" or held on consignment           $______________
         -        Work-in-progress or Tooling Inventory         $______________
         -        Packaging materials                           $______________
         -        Subject to progress payments                  $______________
         -        Other                                         $______________
         -        Total                                         $______________

3.       Eligible Inventory
         [Item 1 minus Item 2]
         less obsolescence reserve of $_________                $______________
         ----

4.       Item 3 times 50%                                       $______________

5. Maximum Inventory Amount $2,500,000

6.       Available Inventory Amount (lesser of 4 and 5)         $______________



C. BORROWING BASE CALCULATION

1. Borrowing Base
         [Item A.4 plus Item B.6]                               $______________
                   ----

2.       Lesser of Item 1 and
         the Revolving Commitment Amount                        $______________

3.       Revolving Outstandings                                 $______________

4.       Net Availability
         [Excess of Item 2 over Item 3]                         $______________

5.       Required Prepayment
         [Excess of Item 3 over Item 2]                         $______________



<PAGE>


                                    EXHIBIT D

                          FORM OF ASSIGNMENT AGREEMENT


                  THIS ASSIGNMENT AND ACCEPTANCE (as from time to time amended,
modified, restated, supplemented and in effect, this "Assignment and
Acceptance") is entered into as of [__________] by and between [__________]
("Assignor") and [__________] ("Assignee"). Reference is made to the Amended and
Restated Agreement dated as of December 8, 2004 (as amended, restated, modified
or supplemented from time to time, the "Agreement"), among Reinhold Industries,
Inc. (the "Borrower"), the financial institutions party to the Credit Agreement
("Lenders") and LaSalle Bank National Association, as administrative agent for
the Lenders (in such capacity, the "Administrative Agent"). Capitalized terms
used herein and not otherwise defined shall have the meanings assigned to them
in the Agreement.

                  Assignor and Assignee agree as follows:

                  1. Assignor hereby sells and assigns to Assignee, and Assignee
hereby purchases and assumes from Assignor the interests set forth on Schedule 1
hereto, in and to Assignor's rights and obligations under the Agreement as of
the Effective Date (as defined below). Such purchase and sale is made without
recourse, representation or warranty except as expressly set forth herein.

                  2. Assignor (i) represents that as of the date hereof, that it
is the legal and beneficial owner of the interests assigned hereunder free and
clear of any adverse claim or security interest, (ii) makes no other
representation or warranty and assumes no responsibility with respect to any
statement, warranties or representations made in or in connection with the
Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Agreement, any Loan Documents or any other
instrument or document furnished pursuant thereto; and (iii) makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of any Loan Party or any other Person or the performance or
observance by any Loan Party of its obligations under the Agreement or the Loan
Documents or any other instrument or document furnished pursuant thereto.

                  3. Assignee (i) represents and warrants that it is legally
authorized to enter into this Assignment and Acceptance; (ii) confirms that it
has received a copy of the Agreement, together with copies of the most recent
financial statements delivered pursuant to Section 10.1 thereof and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment and Acceptance; (iii) agrees
that it will, independently and without reliance upon Administrative Agent,
Assignor or any other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Agreement; (iv) appoints and authorizes
Administrative Agent to take such action as administrative agent on its behalf
and to exercise such powers under the Agreement as are delegated to
Administrative Agent by the terms thereof, together with such powers as are
reasonably incidental thereto; (vi) agrees that it will perform in accordance
with their terms all obligations which by the terms of the Agreement are
required to be performed by it as a Lender; (vii) represents that on the date of
this Assignment and Acceptance it is not presently aware of any facts that would
cause it to make a claim under the Agreement[; and (viii) if organized under the
laws of a jurisdiction outside the United States, attaches the forms prescribed
by the Internal Revenue Service of the United States, which have been duly
executed, certifying as to Assignee's exemption from United States withholding
taxes with respect to all payments to be made to Assignee under the Agreement or
such other documents as are necessary to indicate that all such payments are
subject to such tax at a rate reduced by an applicable tax treaty.]

                  4. The effective date for this Assignment and Acceptance shall
be as set forth on the Schedule 1 hereto (the "Effective Date"). Following the
execution of this Agreement and Acceptance, it will be delivered to
Administrative Agent for acceptance and recording by Administrative Agent
pursuant to the Agreement.

                  5. Upon such acceptance and recording, from and after the
Effective Date, (i) Assignee shall be a party to the Agreement and, to the
extent provided in this Assignment and Acceptance, have the rights and
obligations of a Lender thereunder and (ii) Assignor shall, to the extent
provided in this Assignment and Acceptance, relinquish its rights and be
released from its obligations under the Agreement.

                  6. Upon such acceptance and recording, from and after the
Effective Date, Administrative Agent shall make all payments in respect of the
interest assigned hereby (including payments of principal, interest, fees and
other amounts) to Assignee. Assignor and Assignee shall make all appropriate
adjustments in payments for periods prior to the Effective Date by
Administrative Agent or with respect to the making of this assignment directly
between themselves.

                  7. THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
ILLINOIS, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.



<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the date first written above.


                                            ASSIGNOR:


                                            By: ____________________
                                            Title: ___________________

                                             ASSIGNEE:


                                             By: ____________________
                                             Title: ___________________
Accepted:


LASALLE BANK NATIONAL ASSOCIATION
as Administrative Agent


By:_______________________
Title:_____________________


**[Add the following if required by Credit Agreement]**

REINHOLD INDUSTRIES, INC.


By:_______________________
Title:______________________]




<PAGE>


                                   Schedule 1


Assignor:  [__________]

Assignee:  [__________]

Effective Date:  [__________]


Credit Agreement:   Amended and  Restated  Credit Agreement dated as of December
                    8, 2004 among  Reinhold Industries,   Inc.,  certain Lenders
                    and  LaSalle  Bank  National   Association,   as
                    administrative agent, as amended.


Interests Assigned:


Facility/ Commitment     Revolving Credit       Term Loan Commitment
                         Commitment
-----------------------------------------------------------------------
Commitment of Assignor   $                      $
------------------------------------------------------------------------
Amounts Assigned         $                      $
------------------------------------------------------------------------
Commitment of Assignee   $                      $
(after assignment)
------------------------------------------------------------------------

Assignee Information

Address for Notices:                                 Address for Payments:

___________________________                          Bank:        _____________
___________________________                          ABA #:       _____________
Attention:        _______________                    Account #:   ____________
Telephone:        _______________                    Reference:     ___________
Telecopy:          _______________


<PAGE>



                                    EXHIBIT E

                           FORM OF NOTICE OF BORROWING


         To:        LaSalle Bank National Association, as Administrative Agent

         Please refer to the Amended and Restated Credit Agreement dated as of
December 8, 2004 (as amended, restated, supplemented or otherwise modified from
time to time, the "Credit Agreement") among Reinhold Industries, Inc. (the
"Borrower"), various financial institutions and LaSalle Bank National
Association, as Administrative Agent. Terms used but not otherwise defined
herein are used herein as defined in the Credit Agreement.

         The undersigned hereby gives irrevocable notice, pursuant to Section
2.2.2 of the Credit Agreement, of a request hereby for a borrowing as follows:

         (i) The requested borrowing date for the proposed borrowing (which is a
Business Day) is
--------------, ----.

         (ii) The aggregate amount of the proposed borrowing is $______________.

         (iii) The type of Revolving Loans comprising the proposed borrowing are
[Base Rate] [LIBOR] Loans.

         (iv) The duration of the Interest Period for each LIBOR Loan made as
part of the proposed borrowing, if applicable, is ___________ months (which
shall be two weeks (with respect to Revolving Loans only), 1, 2 or 3 months).

         The undersigned hereby certifies that on the date hereof and on the
date of borrowing set forth above, and immediately after giving effect to the
borrowing requested hereby: (i) there exists and there shall exist no Unmatured
Event of Default or Event of Default under the Credit Agreement; and (ii) each
of the representations and warranties contained in the Credit Agreement and the
other Loan Documents is true and correct as of the date hereof, except to the
extent that such representation or warranty expressly relates to another date
and except for changes therein expressly permitted or expressly contemplated by
the Credit Agreement.

         The Borrower has caused this Notice of  Borrowing  to be executed and
delivered by its officer  thereunto duly authorized on ___________, ______.

                           REINHOLD INDUSTRIES, INC.


                           By:
                           --------------------------------------------------
                           Title:
                           -----------------------------------------------



<PAGE>


                                    EXHIBIT F

                    FORM OF NOTICE OF CONVERSION/CONTINUATION


         To:    LaSalle Bank National Association, as Administrative Agent

         Please refer to the Amended and Restated Credit Agreement dated as of
December 8, 2004 (as amended, restated, supplemented or otherwise modified from
time to time, the "Credit Agreement") among Reinhold Industries, Inc. (the
"Borrower"), various financial institutions and LaSalle Bank National
Association, as Administrative Agent. Terms used but not otherwise defined
herein are used herein as defined in the Credit Agreement.

         The undersigned hereby gives irrevocable notice, pursuant to Section
2.2.3 of the Credit Agreement, of its request to:

                  (a) on [ date ] convert $[________]of the aggregate
outstanding principal amount of the [_______] Loan, bearing interest at the
[________] Rate, into a(n) [________] Loan [and, in the case of a LIBOR Loan,
having an Interest Period of [_____] month(s)];
                  [(b) on [ date ] continue $[________]of the aggregate
outstanding principal amount of the [_______] Loan, bearing interest at the
LIBOR Rate, as a LIBOR Loan having an Interest Period of [_____] month(s)].

         The undersigned hereby represents and warrants that all of the
conditions contained in Section 12.2 of the Credit Agreement have been satisfied
on and as of the date hereof, and will continue to be satisfied on and as of the
date of the conversion/continuation requested hereby, before and after giving
effect thereto.

         The  Borrower  has caused  this Notice of  Conversion/Continuation  to
be executed  and  delivered  by its officer thereunto duly authorized
on ___________, ______.

                               REINHOLD INDUSTRIES, INC.


                               By:
                               ------------------------------------------------
                               Title:
                               -----------------------------------------------






<PAGE>


                                  Annex III - 1

                                    Annex III

                                    Schedules