THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
            --------------------------------------------------------

     This Third Amendment to Amended and Restated  Credit  Agreement (the "Third
Amendment") is made as of this __ day of February, 2002 by and among

     WICKES INC. (formerly Wickes Lumber Company),  a Delaware  corporation,  as
     Lead  Borrower (the "Lead  Borrower")  for the  "Borrowers"  which are said
     WICKES, INC and WICKES LUMBER L.P., a Delaware limited partnership, and

     each of those  financial  institutions  identified  as  Lenders  on Annex I
     hereto  (together with each of their  successors  and assigns,  referred to
     individually as a "Lender" and collectively as the "Lenders"), and

     FLEET RETAIL  FINANCE  INC.,  acting as agent for the Lenders in the manner
     and to the extent  described  in Article 11 hereof (in such  capacity,  the
     "Agent"), and

     BANK OF AMERICA, N.A., as Documentation Agent (the "Documentation  Agent"),
     and

     FLEET NATIONAL BANK, as issuer of letters of credit (in such capacity,  the
     "Issuing Bank")

in  consideration  of the mutual  covenants  herein contained and benefits to be
derived herefrom.

                               W I T N E S S E T H

     A.  Reference  is made to the Amended and  Restated  Credit  Agreement  (as
amended and in effect, the "Credit  Agreement") dated as of December 13, 2000 by
and among the Lead Borrower, the Lenders, the Agent, the Documentation Agent and
the Issuing Bank.

     B. The Lead Borrower, the Borrowers, the Agent, the Lenders and the Issuing
Bank desire to further modify and amend the Credit Agreement

     Accordingly, the Agent, the Lenders, the Issuing Bank, the Lead
Borrower and the Borrowers agree as follows:

     1.  Definitions.  Capitalized  terms used herein and not otherwise  defined
         -----------
herein shall have the meanings assigned to such terms in the Credit Agreement.

     2.  Amendments  to  Article  1. The  provisions  of Article 1 of the Credit
         --------------------------
Agreement are hereby  amended by deleting the  reference to "Section  5.7(c)" in
the definition of "Base Rate Loan" and substituting "Section 5.1" in its stead.

     3.  Amendments  to  Article  2. The  provisions  of Article 2 of the Credit
     ---------------------------
Agreement are hereby  amended by deleting the following  from Section 2.1 of the
Credit Agreement:

<PAGE>2

          Notwithstanding  anything to the contrary herein  contained,  from and
          after August 13, 2001,  the Average  outstanding  Revolving  Loans and
          Letter of Credit  Obligations  during  any  calendar  month  shall not
          exceed 115% of the amounts projected on the Bank Projections.

and substituting the following in its stead:

          Notwithstanding  anything to the contrary herein  contained,  from and
          after August 13, 2001,  the Average  outstanding  Revolving  Loans and
          Letter of Credit  Obligations  during any retail month of the Borrower
          shall  not  exceed  115%  of  the  amounts   projected   on  the  Bank
          Projections. For purposes of clarity, 115% of the amounts projected on
          the Bank Projections for 2002 are set forth on Schedule C hereto.

          4. Amendment to Article 3. The provisions of Section 3.1 of the Credit
             ----------------------
          Agreement are hereby amended by deleting the following:


          Notwithstanding  anything to the contrary herein  contained,  from and
          after August 13, 2001,  the Average  outstanding  Revolving  Loans and
          Letter of Credit  Obligations  during  any  calendar  month  shall not
          exceed 115% of the amounts projected on the Bank Projections.

and substituting the following in its stead:

          Notwithstanding  anything to the contrary herein  contained,  from and
          after August 13, 2001,  the Average  outstanding  Revolving  Loans and
          Letter of Credit  Obligations  during any retail month of the Borrower
          shall  not  exceed  115%  of  the  amounts   projected   on  the  Bank
          Projections. For purposes of clarity, 115% of the amounts projected on
          the Bank Projections for 2002 are set forth on Schedule C hereto.

          5.  Amendments to Article 5. The provisions of Article 5 of the Credit
              -----------------------
          Agreement are hereby amended as follows:


          a.   Section  5.1  of  the  Credit  Agreement  is  hereby  amended  by
               inserting the following provision at the end thereof:

               Subject to the provisions of Section 5.3 hereof, interest on Base
          Rate Loans which are Term Loans  shall be payable  monthly on the last
          day of each month at an interest rate per annum equal to the Base Rate
          plus one percent (1%).

          b.   Section 5.3 of the Credit Agreement is hereby amended by deleting
               the following clause from the third (3rd) line thereof:



<PAGE>3



               or, if applicable with respect to the Term Loans,  Section 5.7(c)
               below

          c.   Section  5.7(a) of the  Credit  Agreement  is hereby  amended  by
               deleting the following sentence therefrom:

               If the Borrower  shall fail to select a new  Interest  Period for
               any Borrowing  consisting of Eurodollar  Rate Loans in accordance
               with this Section 5.7(a), such Loans will  automatically,  on the
               last day of the then existing  Interest Period therefor,  convert
               into  Base  Rate  Loans  in the case of  Revolving  Loans or into
               Eurodollar  Rate  Loans with a one month  Interest  Period in the
               case of Term Loans.

               and substituting the following sentence in its stead:

               If the Borrower  shall fail to select a new  Interest  Period for
               any Borrowing  consisting of Eurodollar  Rate Loans in accordance
               with this Section 5.7(a), such Loans will  automatically,  on the
               last day of the then existing  Interest Period therefor,  convert
               into Base Rate Loans.

          d.   Section  5.7(b) of the  Credit  Agreement  is hereby  amended  by
               deleting the following clause therefrom:

               ; and provided  further that Term Loans may not be converted into
               Base Rate Loans except pursuant to Section 5.7(c)(iv).

          e.   Section  5.7(c)(iv) is hereby  deleted in its  entirety,  and the
               following substituted in its stead:

               (iv) Intentionally Omitted.

          6.  Amendments  to Article  9. The  provisions  of Section  9.3 of the
              -------------------------
     Credit  Agreement  are hereby  amended by deleting the number  "$9,000,000"
     appearing therein and substituting the number "$7,000,000" in its stead.

          7. Amendments to Schedules.  The Credit Agreement is hereby amended by
             -----------------------
     adding a new Schedule C in the form annexed hereto.


          8. Regarding Wickes Lumber,  L.P.  Pursuant to the Second Amendment to
             -----------------------------
     Amended and Restated Credit Agreement,  the Lead Borrower  represented that
     the Lead Borrower was  transferring  and contributing its assets located in
     the states of Michigan and Indiana to Wickes  Lumber  L.P.,  subject to the
     Liens  in  favor  of the  Agent  under  the  Loan  Documents.  The  parties
     acknowledge that only the Indiana assets were contributed to Wickes Lumber,
     L.P.  and that all of the Michigan  assets are,  and shall  continue to be,
     owned by the Lead Borrower.



<PAGE>4



          9. Conditions  Precedent to Effectiveness.  This Third Amendment shall
             --------------------------------------
     not be effective until each of the following conditions precedent have been
     fulfilled to the satisfaction of the Agent:

          a.   This Third  Amendment shall have been duly executed and delivered
               by the Majority  Lenders and the other parties  hereto and, shall
               be in full force and  effect  and shall be in form and  substance
               satisfactory to the Agent and the Majority Lenders.

          b.   All action on the part of the  Borrowers  necessary for the valid
               execution,  delivery  and  performance  by the  Borrowers of this
               Third Amendment  shall have been duly and  effectively  taken and
               evidence  thereof  satisfactory  to the  Agent  shall  have  been
               provided to the Agent.

          c.   Except for (i) the filing of Uniform  Commercial  Code  financing
               statements and  recordation of amendments to the Mortgages,  (ii)
               consents or  authorizations  which have been  obtained or filings
               which have been made,  and which in either case are in full force
               and effect or (iii)  consents  or  authorizations  the failure to
               obtain or filings  the  failure to make could not  reasonably  be
               expected  to  have a  Material  Adverse  Effect,  no  consent  or
               authorization  of, permit from, filing with or other act by or in
               respect of, any Governmental  Authority or any other Person shall
               be  required in  connection  with the  transactions  contemplated
               hereunder,  the  grant  of  the  Liens  pursuant  to  the  Credit
               Documents,  or the  continuing  operations of the  Borrower,  the
               enforcement  of the  Agent's  or the  Lenders'  rights  under the
               Credit Documents, or with the execution,  delivery,  performance,
               validity or  enforceability  of the Credit  Agreement,  the other
               Credit Documents,  the Indenture or any other documents  executed
               in connection herewith or therewith.

          d.   The Collateral Documents shall be effective to create in favor of
               the  Agent  for the  benefit  of the  Lenders  legal,  valid  and
               enforceable  first (except for Liens  permitted under Section 9.5
               of the Credit  Agreement  which are  entitled to  priority  under
               applicable   law)   security  and   mortgage   interests  in  the
               Collateral.  All filings,  recordings,  deliveries of instruments
               and other  actions  necessary  or desirable in the opinion of the
               Agent  to  protect  and  preserve   such  security  and  mortgage
               interests  shall have been duly  effected.  The Agent  shall have
               received  evidence thereof in form and substance  satisfactory to
               the Agent.

          e.   The Borrower  shall have paid to the Agent (i) an amendment  fee,
               for the pro rata account of the Lenders based on their respective
               Commitment  Percentages,  in an  amount  equal to  $100,000.  The
               amendment  fee shall be fully  earned upon the  effectiveness  of
               this Third Amendment and shall not be subject to refund or rebate
               under any circumstances.

<PAGE>5




          f.   The Borrower shall have provided such additional  instruments and
               documents to the Agent as the Agent and Agent's  counsel may have
               reasonably requested.

          1)   Miscellaneous.
               -------------

          a.   This Third Amendment may be executed in several  counterparts and
               by each  party on a separate  counterpart,  each of which when so
               executed and  delivered  shall be an  original,  and all of which
               together shall constitute one instrument.

          b.   This Third Amendment  expresses the entire  understanding  of the
               parties with respect to the transactions  contemplated hereby. No
               prior  negotiations  or  discussions  shall  limit,   modify,  or
               otherwise affect the provisions hereof.

          c.   Any  determination  that any provision of this Third Amendment or
               any application  hereof is invalid,  illegal or  unenforceable in
               any respect and in any  instance  shall not effect the  validity,
               legality,  or  enforceability  of  such  provision  in any  other
               instance,  or the  validity,  legality or  enforceability  of any
               other provisions of this Third Amendment.

          d.   The  Borrower  shall pay on demand all costs and  expenses of the
               Agent, including, without limitation,  reasonable attorneys' fees
               in connection with the  preparation,  negotiation,  execution and
               delivery of this Third Amendment.

          e.   The  Borrower  warrants  and  represents  that the  Borrower  has
               consulted  with  independent  legal  counsel  of  the  Borrower's
               selection  in  connection  with this Third  Amendment  and is not
               relying on any  representations or warranties of the Agent or its
               counsel in entering into this Third Amendment.

     IN WITNESS WHEREOF,  the parties have duly executed this Third Amendment as
of the day and year first above written.

                                    WICKES, INC.


                                    by____________________________________
                                      Name:
                                      Title:
                                      Address:



<PAGE>6



                                    WICKES LUMBER L.P.
                                    By its General Partner
                                    Wickes, Inc.

                                    by____________________________________
                                      Name:
                                      Title:
                                      Address:


                                 FLEET RETAIL FINANCE INC., as Agent and Lender,


                                    by____________________________________
                                      Name:
                                      Title:

                                    FOOTHILL CAPITAL CORPORATION


                                    by____________________________________
                                      Name:
                                      Title:

                                    BANK OF AMERICA, N.A.


                                    by____________________________________
                                      Name:
                                      Title:


                                    LASALLE BANK NATIONAL ASSOCIATION


                                    by____________________________________
                                      Name:
                                      Title:



<PAGE>7



                                    THE CIT GROUP/BUSINESS CREDIT, INC.


                                    by____________________________________
                                      Name:
                                      Title:

                                    CONGRESS FINANCIAL CORPORATION (CENTRAL)


                                    by____________________________________
                                      Name:
                                      Title:


                                    AMERICAN NATIONAL BANK
                                    AND TRUST COMPANY OF CHICAGO


                                    by____________________________________
                                      Name:
                                      Title:

                                    GENERAL ELECTRIC CAPITAL CORPORATION


                                    by____________________________________
                                      Name:
                                      Title:

                                    COMERICA BANK

                                    by____________________________________
                                      Name:
                                      Title:

                                    THE PROVIDENT BANK


                                    by____________________________________
                                      Name:
                                      Title:


<PAGE>8




<TABLE>


                                                     SCHEDULE C
<S>                                                       <C>
----------------------------------------------------------- --------------------------------------------------------

Retail Month                                                115% of Bank Projections
----------------------------------------------------------- --------------------------------------------------------


January, 2002                                               $93,908,000
----------------------------------------------------------- --------------------------------------------------------


February, 2002                                              $96,514,000
----------------------------------------------------------- --------------------------------------------------------


March, 2002                                                 $108,573,00

----------------------------------------------------------- --------------------------------------------------------

April, 2002                                                 $126,079,000

----------------------------------------------------------- --------------------------------------------------------

May, 2002                                                   $136,988,000

----------------------------------------------------------- --------------------------------------------------------

June, 2002                                                  $133,568,000

----------------------------------------------------------- --------------------------------------------------------

July, 2002                                                  $139,336,000

----------------------------------------------------------- --------------------------------------------------------

August, 2002                                                $132,641,000

----------------------------------------------------------- --------------------------------------------------------

September, 2002                                             $110,631,000

----------------------------------------------------------- --------------------------------------------------------

October, 2002                                               $109,389,000

----------------------------------------------------------- --------------------------------------------------------

November, 2002                                              $93,091,000

----------------------------------------------------------- --------------------------------------------------------


December, 2002                                              $79,826,000
----------------------------------------------------------- --------------------------------------------------------
</TABLE>

694129.6