<PAGE>   1

                                                                  EXHIBIT 10.29

                                 AMENDMENT NO. 5
                                       TO
                                CREDIT AGREEMENT



         AMENDMENT NO. 5 dated as of July 10, 1998 by and among Johnston
Industries, Inc., a Delaware Corporation ("Johnston"), Johnston Industries
Alabama, Inc., an Alabama corporation formerly known as Opp and Micolas Mills,
Inc. ("Johnston Alabama"), J.I. Georgia, Inc., a Georgia corporation formerly
known as T.J. Beall Company ("JIG") and Johnston Industries Composite
Reinforcements, Inc., an Alabama corporation ("JICR", and collectively with
Johnston, Johnston Alabama and JIG, the "Borrowers" and each individually, a
"Borrower"), Nationsbank, N.A., as Syndication Agent, The Chase Manhattan Bank,
the successor by merger to The Chase Manhattan Bank, N.A., as Agent for the
banks party hereto ("Banks") and as Collateral Monitoring Agent ("Agent"), to
the Credit Agreement dated as of March 28, 1996 among Johnston, Wellington Sears
Company ("Wellington"), Southern Phenix Textiles, Inc. ("Phenix"), Opp and
Micolas Mills, Inc. ("Opp"), T.J. Beall Company ("TJB") and JICR, the banks
named therein, The Chase Manhattan Bank, N.A., as Administrative Agent, Chase
Securities, Inc., as Arranger and Nationsbank, N.A., as Syndication Agent, as
amended by Amendment No. 1 dated as of June 28, 1996, Amendment No. 2 dated as
of February 28, 1997, Amendment No. 3 dated as of December 18, 1997 and
Amendment No. 4 dated as of March 28, 1998 (collectively, the "Credit
Agreement"). All capitalized terms used herein but not otherwise defined herein
shall have the meanings given them in the Credit Agreement.


                              W I T N E S S E T H:

         WHEREAS, pursuant to the Credit Agreement, the Banks named therein made
Revolving Credit Loans, Term Loans A and Term Loans B to Johnston, Wellington,
Phenix, Opp, TJB and JICR, jointly and severally, in the aggregate principal
amounts of $80,000,000, $40,000,000 and $40,000,000, respectively; and

         WHEREAS, pursuant to a letter agreement dated as of November 7, 1997
and further to Amendment No. 4 to the Credit Agreement referred to above, the
Borrowers agreed to enter into a collateral monitoring arrangement for the
benefit of the Banks; and

         WHEREAS, the Borrowers have agreed to enter into certain cash
management arrangements with the Agent and to amend or otherwise modify certain
provisions of the Credit Agreement for the purpose of facilitating and
implementing the collateral monitoring arrangements, subject to the terms and
conditions hereinafter set forth, and the Borrowers further wish to confirm and
reaffirm their joint and several obligations under the Credit Agreement as
amended hereby.

         NOW, THEREFORE, each Bank, the Agent, the Syndication Agent and each
Borrower, on a joint and several basis, hereby agree as follows:

         1.       Amendment to Definitions.  Section 1.01 of the Credit 
Agreement is amended hereby as follows:

                  a.       The definition of "Agent" is hereby amended in its 
                           entirety as follows:

         "`Agent shall mean Chase, as administrative agent and collateral
         monitoring agent for the Banks, appointed pursuant to ARTICLE X, and
         its successors, if any, in such capacity."

                  b.       The definition of "Collateral  Security  Documents" 
is hereby amended in its entirety as follows:


                                       21
<PAGE>   2

                  "`Collateral Security Documents' shall mean, collectively, the
                  Security Agreement, the Intellectual Property Security
                  Agreement, the Collateral Assignment, the Mortgages, the
                  Environmental Indemnity, the Pledge Agreement, the Blocked
                  Account Agreement and the Lockbox Account Agreement, as each
                  have been or may from time to time be amended, restated,
                  supplemented or modified, together with all documents executed
                  and delivered in connection with any of the foregoing."

                  c. The definition of "Interest Period" is hereby amended to
delete clause (1) therefrom in its entirety and to substitute the following
therefor:

                  "(1) initially, the period commencing on the borrowing or
                  conversion date with respect to a Eurodollar Loan, as the case
                  may be, and ending 30, 60 or 90 days thereafter, as selected
                  by the Borrowers; and".

                  d. The definition of "Term Loan A" is hereby amended to delete
the words "five year" in the first sentence thereof.

                  e. The definition of "Term Loan B" is hereby amended to delete
the words "seven year" in the first sentence thereof.

                  f. The following defined terms are hereby added to Section
1.01 of the Credit Agreement:

                  "Additional Reports" shall have the meaning given to such term
                  in Section 5.02(h).

                  "Amendment No. 5" shall mean Amendment No. 5 to the Credit 
                  Agreement dated as of July 10, 1998 and executed by the
                  Borrowers, the Banks, the Agent and the Syndication Agent.

                  "Blocked Account" shall mean the restricted depository
                  accounts of the Borrowers set forth on Exhibit M and
                  established and maintained at the bank identified on Exhibit M
                  (or such other bank to which the Agent shall give its prior
                  written consent), and subject to the terms and conditions of
                  the Blocked Account Agreement.

                  "Blocked Account Agreement" means the Blocked Account
                  Agreement among the Borrowers, the bank identified on Exhibit
                  M (or such other bank to which the Agent shall give its prior
                  written consent) and the Agent, substantially in the form of
                  Exhibit N attached hereto.

                  "Collateral Account" shall mean restricted Account No.
                  __________ of the Borrowers established and maintained at the
                  Agent entitled "The Chase Manhattan Bank Funds Held as
                  Collateral Account for the benefit of Johnston Industries" (i)
                  into which all proceeds from the Blocked Accounts and the
                  Lockbox Accounts shall be transferred on a daily basis in
                  accordance with the terms of the Blocked Account Agreement and
                  the Lockbox Account Agreement, respectively, and (ii) from
                  which the proceeds therein shall be applied against the
                  outstanding Revolving Credit Loans on a daily basis.

                  "Collateral Activity Report" shall mean the collateral
                  activity report provided by the Borrowers to the Agent on a
                  daily basis pursuant to the terms hereof consisting of
                  accounts receivable and inventory rollfoward and other
                  information in the form of, and containing the detailed
                  information requested in, Schedules 1 and 3 to Exhibit J
                  annexed hereto.

                  "Lockbox Accounts" shall mean the lockbox accounts of the
                  Borrowers set forth on Exhibit M and maintained at the bank
                  identified on Exhibit M (or such other bank to which the Agent
                  shall give prior written consent), and subject to the terms
                  and conditions of the Lockbox Account


                                       22
<PAGE>   3

                  Agreement.

                  "Exempt Accounts" shall have the meaning given to such term in
                  Section 7.01(v).

                  "Lockbox Account Agreement" shall mean the Lockbox Account
                  Agreement among the Borrowers, the Agent and the bank
                  identified on Exhibit M (or such other bank to which the Agent
                  shall give prior written consent), substantially in the form
                  annexed hereto as Exhibit O.

                  "Operating Account" shall mean Account No. ____________ of 
                  Johnston Industries, Inc. maintained at the Agent.

                  "Pledged Account Letters" shall mean the Pledged Account
                  Letter Agreement substantially in the form annexed hereto as
                  Exhibit Q, issued by the Borrowers to each bank or other
                  financial institution listed on Exhibit P at which an Exempt
                  Account is maintained, and held by the Agent pursuant to the
                  terms hereof.

         2.       Amendments to Section 2.02(a) and (b) - Making the Loans. a. 
Section 2.02(a) and (b) of the Credit Agreement are hereby amended by deleting
said paragraphs in their entirety and substituting the following:

                  "(a) Each Borrower agrees to give to the Agent by no later
                  than 1:00 p.m. EST for all times prior to and including August
                  15, 1998 and 12:00 noon EST for all times thereafter, on each
                  Business Day, an irrevocable written notice duly completed
                  substantially in the form of Schedule 2 to Exhibit J annexed
                  hereto (a "Notice of Borrowing") of its request, if any, for a
                  Base Rate Loan. With respect to any requests for a Eurodollar
                  Loan, the Borrowers shall deliver the Notice of Borrowing to
                  the Agent by 10:00 a.m. three Working Days prior to the date
                  of borrowing. The Notice of Borrowing shall specify (i) the
                  proposed revolving credit borrowing date ("Revolving Credit
                  Borrowing Date"), (ii) the principal amount of the Revolving
                  Credit Loan requested, which shall be in an amount not less
                  than $50,000.00 or an integral multiple of $10,000.00 in
                  excess thereof for Base Rate Loans and not less than
                  $3,000,000 or an integral multiple of $250,000.00 in excess
                  thereof for Eurodollar Loans, and (iii) whether the Revolving
                  Credit Loan is to be a Base Rate Loan or a Eurodollar Loan,
                  and if a Eurodollar Loan, the Interest Period therefor. The
                  proceeds in the Collateral Account shall be applied against
                  due and outstanding Revolving Credit Loans on a daily basis by
                  the Agent in the following order: first to the payment in full
                  of the amounts due under the Base Rate Loans and second to the
                  payment in full of the amounts due under the Eurodollar Loans.
                  The Agent shall notify each Bank with a Revolving Credit
                  Commitment by telefax of the amount of Revolving Credit Loans
                  so repaid. The Agent shall additionally notify each such Bank
                  by telefax of any request made by the Borrowers for a
                  Revolving Credit Loan pursuant to any Notice of Borrowing
                  timely received from a Borrower by 2:30 p.m. EST on the same
                  Business Day as such Notice was received, together with such
                  Bank's pro rata portion of the Revolving Credit Loan to be
                  funded. Each Bank shall remit to the Agent its pro rata share
                  of the requested Revolving Credit Loan in immediately
                  available funds by no later than 4:00p.m. EST on such Business
                  Day. No Revolving Credit Loan shall be made unless (i) the
                  Notice of Borrowing has been received by the Agent from the
                  Borrowers by 1:00 p.m. EST for all times prior to and
                  including August 15, 1998 and 12:00 noon EST for all times
                  thereafter on the day required, as specified above, (ii) the
                  Collateral Activity Report as required by Section 5.02(f) and
                  the Borrowing Base Certificate (as and when required by
                  Section 5.02(g) and (h)) have been received by the Agent from
                  the Borrowers by 11:00 a.m. EST, and (iii) the amount
                  requested, when added to the then outstanding amount of the
                  Loans, will not result in the Banks' Revolving Credit Loans
                  exceeding the lesser of the Banks' aggregate Revolving Credit
                  Commitment and the Borrowing Base in effect at such time. Each
                  Notice of Borrowing, together with all supporting documents to
                  be delivered in connection therewith, shall be made in
                  writing, and signed by the person(s) authorized by the
                  Borrowers to execute and deliver such Notice of Borrowing
                  ("Authorized Signatory"), each such Authorized Signatory to be
                  notified as such to the 


                                       23
<PAGE>   4

                  Agent."

                  "(b) Subject to the terms and conditions of this Agreement,
                  any Revolving Credit Loans made available to the Borrowers
                  pursuant to the terms hereof shall be made by crediting the
                  Operating Account."

                  b.       Notwithstanding anything in this Paragraph 2 to the
contrary, in no event shall the inclusion or exclusion of a specific category or
type of Inventory, Receivable or other Collateral set forth in the forms of
Borrowing Base Certificate, Collateral Activity Report or Additional Report
annexed as an exhibit or schedule to this Amendment No. 5 or otherwise agreed to
by the parties hereto be construed or interpreted as modifying the manner in
which the Borrowing Base is to calculated, and the parties hereto acknowledge
and agree that the Borrowing Base shall be calculated in accordance with the
Credit Agreement as amended by this Amendment No. 5 or as hereinafter amended.

         3.       Amendment to Section 5.02 - Conditions Precedent to Each 
Revolving Credit Loan or Letter of Credit. Section 5.02 of the Credit Agreement
is hereby amended by replacing the words "The Agent shall have timely received"
with "The Agent shall have received by no later than 12:00 a.m. noon" in the
first sentence of paragraph (a) thereof, by deleting the word "and" at the end
of paragraph (d) thereof, and by adding to said Section the following new
conditions:

                  "(f)     The Agent shall have received by no later than 11:00 
                  a.m. EST on each Business Day a Collateral Activity Report,
                  completed to the satisfaction of the Agent, and certified as
                  complete and correct on behalf of the Borrowers by the Chief
                  Financial Officer, Comptroller, Treasurer or Assistant
                  Treasurer of Johnston."

                  "(g)     The Agent shall have received by no later than 11:00
                  a.m. EST on Tuesday of each week a Borrowing Base Certificate
                  showing the Borrowing Base as of the close of business on the
                  Friday of the immediately preceding week, each such Borrowing
                  Base Certificate to be certified as complete and correct on
                  behalf of the Borrowers by the Chief Financial Officer,
                  Comptroller, Treasurer or Assistant Treasurer of Johnston,
                  together with the information as is required to be delivered
                  pursuant to Schedule 3 to Exhibit J and such other supporting
                  documentation and additional reports with respect to the
                  calculation of the Borrowing Base as the Agent shall
                  reasonably request."

                  "(h)     The Agent shall have received by no later than 11:00
                  a.m. EST on the 15th day of each fiscal month a Borrowing Base
                  Certificate showing the Borrowing Base as of the close of
                  business on the last day of the immediately preceding fiscal
                  month of the Borrowers, certified as complete and correct on
                  behalf of the Borrowers by the Chief Financial Officer of
                  Johnston, together with the information as is required to be
                  delivered pursuant to Schedule 3 to Exhibit J and such other
                  supporting documentation and additional reports with respect
                  to the calculation of the Borrowing Base as the Agent shall
                  reasonably request."

                  "(i)     The Agent shall have received by no later than 11:00
                  a.m. EST on Tuesday of each week a copy of the additional
                  weekly reports as outlined in Schedule 3 to Exhibit J,
                  together with such other supporting documentation and other
                  reports as the Agent shall reasonably request ("Additional
                  Reports"), such Additional Reports to be certified as complete
                  and correct on behalf of the Borrowers by the Chief Financial
                  Officer of Johnston."

         4.       Amendment to Section 7.01 - Affirmative Covenants. Section
7.01(b)(iv) is hereby amended deleting said paragraph and substituting it with
the following:

                  "(iv) weekly, by 11:00a.m. EST on Tuesday of each week, and
                  monthly, by 11:00 a.m. EST on the 15th day of each fiscal
                  month, a Borrowing Base Certificate, for the last day of the
                  immediately preceding week and as of the close of business on
                  the last day of the preceding fiscal month, 


                                       24
<PAGE>   5

                  respectively, such Borrowing Base Certificate to reflect the
                  most recent Receivables, Inventory and ineligibles balance of
                  the Borrowers and certified as complete and correct on behalf
                  of the Borrowers by the Chief Financial Officer, Comptroller,
                  Treasurer or Assistant Treasurer of Johnston with respect to
                  daily and weekly reports, and the Chief Financial Officer of
                  Johnston with respect to monthly reports, together with the
                  information as is required to be delivered pursuant to
                  Schedule 3 to Exhibit J, and such other supporting
                  documentation and additional reports with respect to the
                  calculation of the Borrowing Base as the Agent shall
                  reasonably request;".

         Section 7.01(b) is hereby further amended by deleting the word "and"
from paragraph (xiv) thereof and adding the following additional reporting
requirements:

                  "(xvi) by 11:00 a.m. EST on each Business Day, copies of the
                  completed Collateral Activity Report certified as complete and
                  correct on behalf of the Borrowers by the Chief Financial
                  Officer, Comptroller, Treasurer or Assistant Treasurer of
                  Johnston; and"

                  "(xvii) by 11:00 a.m. EST on Tuesday of each week, copies of
                  the completed Additional Reports certified as complete and
                  correct on behalf of the Borrowers by the Chief Financial
                  Officer, Comptroller, Treasurer or Assistant Treasurer of
                  Johnston and such other supporting documentation and
                  additional reports with respect to the information required to
                  be submitted in connection with the preparation of the
                  Additional Report as the Agent shall reasonably request."

         Section 7.01 is hereby further amended to add thereto the following
                 additional covenants: "(t) Blocked Account. Borrowers shall
                 maintain at all times hereafter the Blocked Accounts identified
                 on Exhibit M, to which the Borrowers shall have restricted or
                 no access in accordance with the Blocked Account Agreement.
                 Borrowers shall deliver to the Agent a duly executed Blocked
                 Account Agreement prior to or simultaneously with the execution
                 and delivery of Amendment No. 5."

                  "(u) Lockbox Accounts. Borrowers shall maintain at all times
                  hereafter the Lockbox Accounts identified on Exhibit M, to
                  which the Borrowers shall have restricted or no access in
                  accordance with the Lockbox Account Agreement, which agreement
                  Borrowers shall cause to be executed and delivered to the
                  Agent prior to or simultaneously with the execution and
                  delivery of Amendment No. 5.

                  "(v) Maintenance of Accounts; Exempt Accounts. Borrowers
                  shall, at all times hereafter, maintain only the Lockbox
                  Accounts and Blocked Accounts identified on Exhibit M as their
                  lockbox and depository accounts, respectively, and only at the
                  bank identified on Exhibit M (or such other bank to which the
                  Agent shall give prior written consent). Borrowers shall cause
                  such bank to (i) remit all payments and items in such Lockbox
                  Accounts and Blocked Accounts to the Collateral Account on a
                  daily basis by no later than 10:00 a.m. EST in accordance with
                  the Lockbox Account Agreement and Blocked Account Agreement,
                  respectively; provided that, so long as no Event of Default
                  has occurred, the accounts set forth on Exhibit P, and the
                  balances contained therein, shall be exempt from the Lockbox
                  Account Agreement and Blocked Account Agreement, respectively,
                  and from the obligations of Borrowers regarding Lockbox
                  Accounts and Blocked Accounts (the "Exempt Accounts"), up to
                  an aggregate amount not to exceed $400,000 at any one time on
                  a cumulative basis, for, and provided further that such exempt
                  amount shall be utilized only for, the payment of taxes,
                  payroll, petty cash and similar expenses, and (ii) acknowledge
                  and agree, as set forth in the Lockbox Account Agreement and
                  the Blocked Account Agreement, that all payments and deposits
                  made and items submitted to the Collateral Account are the
                  sole and exclusive property of the Agent for the benefit of
                  the Banks and that the bank identified on Exhibit M (or such
                  other bank to which the Agent shall give prior written
                  consent) has no right to setoff against the Blocked Accounts
                  or Lockbox Accounts. The Borrowers shall cause any bank at
                  which Lockbox Accounts and/or Blocked Accounts are from time
                  to time 


                                       25
<PAGE>   6

                  maintained pursuant to the terms hereof to execute and
                  deliver, and agree to be bound by the terms and conditions set
                  forth in, the Lockbox Account Agreement and the Blocked
                  Account Agreement. Borrowers hereby acknowledge and agree that
                  all payments and deposits made and items submitted to the
                  Collateral Account will be the sole and exclusive property of
                  the Agent for the benefit of the Banks."

                  "(w) Books and Records; Inspection; Collateral Monitoring. (i)
                  Without limiting the generality of any provision herein
                  relating to the subject matter of this clause (i), each
                  Borrower will keep proper books and records and accounts in
                  which full, true and accurate entries in conformity with GAAP
                  and all requirements of law shall be made of all transactions
                  and activities in relation to its businesses, and will permit
                  the Agent or any authorized representatives of the Agent or
                  professionals (including consultants, accountants, lawyers,
                  appraisers and investment bankers) retained by the Agent (for
                  the purposes hereof, any such Person hereinafter referred to
                  as an "Authorized Agent"), at any time, whether at the Agent's
                  request or upon the request of the Required Banks, to conduct
                  evaluations and appraisals of the Borrowers' practices in the
                  computation of the Borrowing Base and the assets included in
                  the Borrowing Base (including the schedules thereto), the
                  Collateral Activity Report and the Additional Reports, and pay
                  the reasonable fees and expenses associated therewith
                  (including, without limitation, the reasonable fees and
                  expenses associated with the services performed by the Agent's
                  Collateral Agent Services Group or an outside auditor
                  acceptable to the Agent or the Required Banks); provided,
                  however, that such Persons shall not be entitled to conduct
                  such evaluations and appraisals of assets more frequently than
                  twice per year, unless (x) a Default or an Event of Default
                  has occurred and is continuing, or (y) the Agent or the
                  Required Banks determines that any Material Adverse Effect or
                  material adverse change in the condition, affairs or
                  operations (financial or otherwise) has occurred with respect
                  to any of the Borrowers, the Inventory or Receivables
                  practices or the performance of such Collateral, and that as a
                  result of such Event of Default, Material Adverse Effect or
                  material adverse change, more frequent evaluations or
                  appraisals are required to effectively monitor the Borrowing
                  Base, in which case the Borrowers shall permit such Persons to
                  conduct such evaluations and appraisals at such reasonable
                  times and as often as may reasonably be requested, in each
                  case so long as any Loans shall remain outstanding; (ii) in
                  connection with any evaluation or appraisal relating to the
                  computation of the Borrowing Base, the Borrowers agree to
                  maintain such additional reserves for the purposes of
                  computing the Borrowing Base in respect of Eligible
                  Receivables and Eligible Inventory and make such other
                  adjustments to its Borrowing Base (i.e., including Eligible
                  Receivables and Eligible Inventory in the Borrowing Base) as
                  the Agent or the Required Banks shall reasonably require based
                  upon the results of such evaluation or appraisal; and (iii)
                  the Borrowers shall provide the Agent with such other
                  information, reports and data, and furnish the Agent with such
                  assistance, as may be reasonably required from time to time by
                  the Agent, or as requested by the Required Banks, concerning
                  the Borrower's Receivables, Inventory and other assets, in
                  such manner and detail as shall be satisfactory to the Agent.

         5.       Amendment to Section  7.02 - Negative  Covenants.  Section  
7.02 is hereby amended by adding the following negative covenant:

                  "(r)     Lockbox and Blocked Accounts. Create, establish or
                  otherwise maintain any lockbox, depository or other accounts
                  at any bank or other financial institution other than the
                  Lockbox Accounts and Blocked Accounts set forth on Exhibit M
                  and the Exempt Accounts set forth on Exhibit P, at the bank(s)
                  identified on Exhibit M and Exhibit P respectively (or such
                  other bank(s) to which the Agent shall give prior written
                  consent), or allow, permit or otherwise cause the aggregate
                  amount in the Exempt Accounts to exceed $400,000 at any one
                  time, on a cumulative basis."

         6.       Representations, Warranties and Covenants of the Borrowers. 
Each Borrower hereby represents and warrants to each Bank that on and as of the
date hereof (i) the representations and warranties of the Borrowers


                                       26
<PAGE>   7

contained in the Credit Agreement and any other Loan Document delivered in
connection therewith to which it is a party are true and correct and apply to
the Borrowers hereto with the same force and effect as though made on and as of
the date hereof, (ii) the Borrowers are in compliance with all covenants
contained in the Credit Agreement (as amended hereby), and (iii) no Default or
Event of Default has occurred and is continuing under the Credit Agreement (as
amended hereby) or any other Loan Document delivered in connection therewith to
which it is a party, after giving effect to this Amendment. To the extent any
claim or off-set may exist as of the date hereof, each Borrower, on behalf of
itself and its successors and assigns, hereby forever and irrevocably (a)
releases each Bank, the Agent and the Syndication Agent and their respective
officers, representatives, agents, attorneys, employees, successors and assigns
(collectively, the "Released Parties"), from any and all claims, demands,
damages, suits, cross-complaints and causes of action of any kind and nature
whatsoever, whether known or unknown and wherever and howsoever arising, and (b)
waives any right of off-set such Borrower may have against any of the Released
Parties.

         7.       Conditions Precedent to Amendment No. 5. The obligation of the
Banks and the Agent to enter into this Amendment shall be subject to the Agent
having received from the Borrowers, prior to or simultaneously with the
execution and delivery of this Amendment, the following:

                  (a)      Lockbox Account Agreement, duly executed by the
                           Borrowers and the bank identified on Exhibit M (or
                           such other bank to which the Agent shall give prior
                           written consent);
                  (b)      Blocked Account Agreement, duly executed by the
                           Borrowers and the bank identified on Exhibit M (or
                           such other bank to which the Agent shall give its
                           prior written consent); and
                  (c)      Pledged Account Letters, duly executed by the 
                           Borrowers.

         8.       Pledged Account Letters. The Borrowers agree that the Pledged
Account Letters, to be executed and delivered to the Agent simultaneously with
this Amendment, shall be held by the Agent until (i) a Default or an Event of
Default has occurred and is continuing, or (ii) the occurrence of a Material
Adverse Change, as determined by the Required Banks. In either case, upon such
event or occurrence, the Agent may, and upon the request of the Required Banks
shall, release the Pledged Account Letters to the banks or other financial
institutions to which each such Letter has been addressed, and the Borrowers
each hereby expressly authorize such release by the Agent.

         9.       Credit Agreement in Full Force and Effect. Except as expressly
modified hereby, the Credit Agreement shall remain unchanged and in full force
and effect as executed and each Borrower hereby confirms and reaffirms all of
the terms and conditions of the Credit Agreement.

         10.      Entire Understanding. The Credit Agreement and this Amendment
contain the entire understanding of and supersede all prior agreements, written
and verbal, among the Banks, the Agent, the Syndication Agent and the Borrowers
with respect to the subject matter hereof and shall not be modified except in
writing executed by the parties hereto.

         11.      Governing Law. This Amendment shall be governed by and 
construed in accordance with the laws of the State of New York without giving
effect to its conflict of laws principles.

         12.      Exhibits. The Exhibits listed on the Exhibit List attached to
this Amendment No. 5, including the forms thereof annexed hereto, are hereby
added to and incorporated into the Credit Agreement.


                                       27
<PAGE>   8

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

THE BORROWERS:

JOHNSTON INDUSTRIES, INC.                      JOHNSTON INDUSTRIES
                                               ALABAMA, INC.


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

J.I. GEORGIA, INC.                             JOHNSTON INDUSTRIES        
                                               COMPOSITE REINFORCEMENTS, 
                                               INC. 

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

THE AGENT:

THE CHASE MANHATTAN BANK


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

THE SYNDICATION AGENT:

NATIONSBANK, N.A.


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

THE BANKS:

THE CHASE MANHATTAN BANK                       NATIONSBANK, N.A.

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

REGIONS BANK                                   COMERICA BANK

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


                                       28
<PAGE>   9

VAN KAMPEN AMERICAN CAPITAL                    THE SUMITOMO BANK, LIMITED
PRIME RATE INCOME TRUST


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

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

MERRILL, LYNCH, PIERCE,
FENNER & SMITH INCORPORATE                     DDK ACQUISITION PARTNERS, L.P


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

CORESTATES BANK, N.A.


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


                                       29