<PAGE>

                                                                    EXHIBIT 10.4


                               SECOND AMENDMENT
                                      TO

                         CREDIT AGREEMENT and CONSENT
                         ----------------------------

          THIS SECOND AMENDMENT, dated as of December 29, 1999 ("Second
Amendment"), is by and among CHANNELL COMMERCIAL CORPORATION ("Borrower"), a
Delaware corporation, the financial institutions signatory hereto (collectively,
the "Lenders") and FLEET NATIONAL BANK, as Administrative Agent for the Lenders
(in such capacity, together with its successors in such capacity, the "Agent").

                             PRELIMINARY STATEMENTS

          (A)  The Borrower requests that Lenders (i) increase the amount of the
Revolving Facility under the Credit Agreement from $25,000,000 to $30,000,000,
(ii) allow for Alternative Currency Revolving Borrowing and Alternative Currency
Letters of Credit and (iii) allow for the addition of a new Lender.

          (B)  The Lenders are willing to (i) increase the amount of the
Revolving Facility to $30,000,000, (ii) allow for Alternative Currency Revolving
Borrowing and Alternative Currency Letters of Credit and (iii) allow for the
addition of a new Lender, subject to the terms and conditions of this Second
Amendment.

          NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, the parties hereto hereby agree as
follows:

Article I.  Amendments to Credit Agreement.
            -------------------------------

          This Second Amendment shall be deemed to be an amendment to the Credit
Agreement, and shall not be construed in any way as a replacement therefor.  All
of the terms and provisions of this Second Amendment, including, without
limitation, the representations and warranties set forth herein, are hereby
incorporated by reference into the Credit Agreement as if such terms and
provisions were set forth in full therein.  The Credit Agreement is hereby
amended in the following respects:

          1.1  Preliminary Statement (2) to the Credit Agreement is hereby
amended by deleting the words "Twenty-Five Million Dollars ($25,000,000)" and
replacing them with "Thirty Million Dollars ($30,000,000)";

          1.2  Schedule I of the Credit Agreement is hereby amended so that such
Schedule shall be as set forth in Exhibit A to this Second Amendment;
                                  ---------
<PAGE>

          1.3  Section 1.01 of the Credit Agreement is amended as follows:

          (a)  The existing definition of "Advance" is deleted in its entirety
                                           -------
and replaced with the following:

          " 'Advance' means a Revolving Advance, an Alternative Currency
             -------
Revolving Advance, a Letter of Credit Advance or an Alternative Currency Letter
of Credit Advance.";

          (b)  The following definitions shall be inserted in proper
alphabetical order:

          " 'Alternative Currency' means with respect to Alternative Currency
             --------------------
Revolving Sub-Commitments, Alternative Currency Revolving Advances, Alternative
Currency Letter of Credit Commitments or Alternative Currency Letters of Credit,
Pounds Sterling to the extent freely transferable and convertible into U.S.
Dollars.

          'Alternative Currency Letter of Credit' means any Alternative Currency
           -------------------------------------
Letter of Credit issued hereunder and the obligations of the Issuing Bank to
make payments thereunder in an amount of U.S. dollars that will be computed
based on the exchange rate for Pounds Sterling.

          'Alternative Currency Letter of Credit Advance' means an advance made
           ---------------------------------------------
by the Issuing Bank or any Revolving Lender pursuant to Section 2.03(d).

          'Alternative Currency Letter of Credit Agreement' has the meaning
           -----------------------------------------------
specified in Section 2.03(d).

          'Alternative Currency Letter of Credit Commitment' means, with respect
           ------------------------------------------------
to the Issuing Bank, the amount set forth opposite the Issuing Bank's name on
Schedule I hereto under the caption "Alternative Currency Letter of Credit
Commitment" or, if the Issuing Bank has entered into one or more Assignments and
Acceptances, as set forth for the Issuing Bank in the Register maintained by the
Administrative Agent pursuant to Section 10.07(d) as the Issuing Bank's
"Alternative Currency Letter of Credit Commitment," as such amount may be
reduced at or prior to such time pursuant to the terms of this Agreement.

          'Alternative Currency Letter of Credit Facility' means, at any time,
           ----------------------------------------------
an amount equal to the amount of the Issuing Bank's Alternative Currency Letter
of Credit Commitment at such time, as such amount may be reduced at or prior to
such time pursuant to the terms of this Agreement.

          'Alternative Currency Note' means an Alternative Currency Revolving
           -------------------------
Note.

          'Alternative Currency Notice of Issuance' has the meaning specified in
           ---------------------------------------
Section 2.03(d).

                                      -2-
<PAGE>

          'Alternative Currency Revolving Advance' has the meaning specified in
           --------------------------------------
Section 2.01(b).

          'Alternative Currency Revolving Borrowing' means a Borrowing
           ----------------------------------------
consisting of Alternative Currency Revolving Advances.

          'Alternative Currency Revolving Sub-Commitment' means, with respect to
           ---------------------------------------------
any Lender, the amount set forth opposite such Lender's name on Schedule I
hereto under the caption "Amount of Alternative Currency Revolving Sub-
Commitment" or, if such Lender has entered into one or more Assignments and
Acceptances, set forth for such Lender in the Register maintained by the
Administrative Agent pursuant to Section 10.07(d) as such Lender's "Alternative
Currency Revolving Sub-Commitment," as such amount may be reduced at or prior to
such time pursuant to the terms of this Agreement.  The Alternative Currency
Revolving Sub-Commitments of all the Alternative Currency Revolving Lenders
equal $8,000,000 in the aggregate as of the date hereof.

          'Alternative Currency Revolving Facility' has the meaning specified in
           ---------------------------------------
Section 2.01(b).

          'Alternative Currency Revolving Lenders' means those Lenders providing
           --------------------------------------
Alternative Currency Revolving Sub-Commitments hereunder and shall include any
Person which becomes an Alternative Currency Revolving Lender as contemplated by
Section 10.07.

          'Alternative Currency Revolving Note' means a promissory note of the
           -----------------------------------
Borrower payable to the order of any Alternative Currency Revolving Lender, in
substantially the form of Exhibit B to the Second Amendment, as attached
                          ---------
hereto., evidencing the aggregate indebtedness of the Borrower to such
Alternative Currency Revolving Lender resulting from the Alternative Currency
Revolving Advances made by such Lender.

          'Applicable Currency' means as to any particular payment or Advance,
           -------------------
U.S. Dollars or the Alternative Currency in which it is denominated or is
payable."

          (c)  The existing definition of "Applicable Margin" is amended by
                                           -----------------
inserting, at the end thereof, the following sentence:

          "All Alternative Currency Revolving Advances will be LIBOR Rate
Advances, with a margin equal to that of  a Revolving Advance.";

          (d)  The following definitions shall be inserted in proper
alphabetical order:

          " 'Assigned Dollar Value' means (a) in respect of any Borrowing
             ---------------------
denominated in U.S. Dollars, the amount thereof, (b) in respect of the undrawn
amount of any Alternative Currency Letter of Credit, the Dollar Equivalent
thereof determined based upon the applicable Exchange Rate as of (i) the date of
issuance of such Letter of Credit and (ii) thereafter, the last Business Day of
a month, (c) in respect of Alternative

                                      -3-
<PAGE>

Currency Letter of Credit reimbursement obligations, the Dollar Equivalent
thereof determined based upon the applicable Exchange Rate as of the date such
reimbursement obligation was incurred and (d) in respect of a Borrowing
denominated in an Alternative Currency, the Dollar Equivalent thereof based upon
the applicable Exchange Rate as of the Exchange Rate Determination Date for such
Borrowing; provided, however, if, as of the end of any 30, 60 or 90 day Interest
           --------  -------
Period in respect of such Borrowings and as of the end of any fiscal quarter in
respect of any such Borrowing with a 180 day Interest Period, the Dollar
Equivalent thereof determined based upon the applicable Exchange Rate as of the
date that is three (3) Business Days before the end of such Interest Period or
fiscal quarter would be at least 5% more, or 5% less, than the "Assigned Dollar
Value" thereof, then on and after the end of such Interest Period or fiscal
quarter the "Assigned Dollar Value" of such Borrowing shall be adjusted within
one (1) Business Day to be the Dollar Equivalent thereof determined based upon
the Exchange Rate that gave rise to such adjustment (subject to further
adjustment in accordance with this proviso thereafter). The Assigned Dollar
Value of an Alternative Currency Revolving Advance included in any Borrowing
shall equal the pro rata portion of the Assigned Dollar Value of such Borrowing
represented by such Alternative Currency Revolving Advance.";

          (e)  The existing definition of "Available Amount" is deleted in its
                                           ----------------
entirety and replaced with the following:

          " 'Available Amount' means, (i) with respect to any Letter of Credit
             ----------------
issued in U.S. Dollars, the stated or face amount of such Letter of Credit to
the extent available at the time for drawing (subject to presentment of all
requisite documents) and (ii) with respect to any Alternative Currency Letter of
Credit, the Assigned Dollar Value of the stated or face amount of such Letter of
Credit to the extent available at the time for drawing (subject to presentment
of all requisite documents), in either case as the same may be increased or
decreased from time to time in accordance with the terms of such Letter of
Credit or Alternative Currency Letter of Credit, as the case may be.";

          (f)  The existing definition of "Borrowing" is deleted in its entirety
                                           ---------
and replaced with the following:

          " 'Borrowing' means a Revolving Borrowing or an Alternative Currency
             ---------
Revolving Borrowing.";

          (g)  The existing definition of "Business Day" is deleted in its
                                           ------------
entirety and replaced with the following:

          " 'Business Day' means a day of the year on which banks are not
             ------------
required or authorized by law to close in Boston, Massachusetts or New York
City, New York; provided, however, that (i) when used in connection with LIBOR
                --------  -------
Rate Advances which are not Alternative Currency Revolving Advances, the term
"Business Day" shall also exclude any day on which banks are not open for
dealings in the London interbank market, and (ii) when used in connection with
Alternative Currency Revolving Advances, the term "Business Day" shall also
exclude any day (A) on which dealings in deposits in the Alternative Currency
are not carried out in the London interbank market or (B) on

                                      -4-
<PAGE>

which commercial banks and foreign exchange markets are not open for business in
any of London, New York City and the principal financial center for such
Alternative Currency.';

          (h)  The existing definition of "Commitment" is deleted in its
                                           ----------
entirety and replaced with the following:

          "Commitment" means a Revolving Commitment, an Alternative Currency
           ----------
Revolving Commitment, a Letter of Credit Commitment or an Alternative Currency
Letter of Credit Sub-Commitment.";

          (i)  The following definition is inserted in proper alphabetical
order:

          " 'Contract' means any foreign exchange contract for the purchase
             --------
and/or sale of foreign currency at any time."

          (j)  The existing definition of "Defaulted Amount" is deleted in its
                                           ----------------
entirety and replaced by the following:

          " 'Defaulted Amount' means, with respect to any Lender Party at any
             ----------------
time, any amount required to be paid by such Lender Party to the Administrative
Agent or any other Lender Party hereunder or under any other Loan Document at or
prior to such time which has not been so paid as of such time, including,
without limitation, any amount required to be paid by such Lender Party to (a)
the Issuing Bank pursuant to Section 2.03(c) to purchase a portion of a Letter
of Credit Advance made by the Issuing Bank, (b) the Issuing Bank pursuant to
Section 2.03(d) to purchase a portion of an Alternative Currency Letter of
Credit Advance made by the Issuing Bank, (c) the Administrative Agent pursuant
to Section 2.02(e) to reimburse the Administrative Agent for the amount of any
Advance made by the Administrative Agent for the account of such Lender Party,
(d) any other Lender Party pursuant to Section 2.13 to purchase any
participation in Advances owing to such other Lender Party and (e) the
Administrative Agent or the Issuing Bank pursuant to Section 9.05 to reimburse
the Administrative Agent or the Issuing Bank for such Lender Party's ratable
share of any amount required to be paid by the Lenders to the Administrative
Agent or the Issuing Bank as provided therein. In the event that a portion of a
Defaulted Amount shall be deemed paid pursuant to Section 2.15, the remaining
portion of such Defaulted Amount shall be considered a Defaulted Amount
originally required to be paid hereunder or under any other Loan Document on the
same date as the Defaulted Amount so deemed paid in part.";

          (k)  The following definition is inserted in proper alphabetical
order:

          " 'Dollar Equivalent' means, on any date of determination, in relation
             -----------------
to an amount denominated in any Alternative Currency, the amount of U.S. Dollars
required to purchase the relevant stated amount of such Alternative Currency at
the Exchange Rate with respect to such Alternative Currency on such date.";

                                      -5-
<PAGE>

          (l)  The existing definition of "Eligible Assignee" is amended by
                                           -----------------
inserting the words "and Alternative Currency Letter of Credit Facility" after
the word "Facility" and before the"," in the fifth line of clause (v) thereof;

          (m)  The following definitions are inserted in proper alphabetical
order:

          'Exchange Rate' shall mean, on any day, (a) with respect to any
           -------------
Alternative Currency, the spot rate at which U.S. Dollars are offered on such
day by the Administrative Agent in London for such Alternative Currency at
approximately 11:00 A.M. (London time), and (b) with respect to U.S. Dollars in
relation to any specified Alternative Currency, the spot rate at which such
specified Alternative Currency is offered on such day by the Administrative
Agent in London for U.S. Dollars at approximately 11:00 A.M. (London time).  For
purposes of determining the Exchange Rate in connection with an Alternative
Currency Revolving Borrowing, such Exchange Rate shall be determined as of the
Exchange Rate Determination Date for such Borrowing.  The Administrative Agent
shall provide Borrower with the then current Exchange Rate from time to time
upon Borrower's request therefor.

          'Exchange Rate Determination Date' means, for purposes of the
           --------------------------------
determination of the Exchange Rate of any stated amount on any Business Day in
relation to any Alternative Currency Revolving Borrowing, the date which is
three (3) Business Days prior to such Borrowing.";

          (n)  The existing definition of "Facility" is deleted in its entirety
                                           --------
and replaced by the following:

          " 'Facility' means the Revolving Facility, the Alternative Currency
             --------
Revolving Facility, the Letter of Credit Facility or the Alternative Currency
Letter of Credit Facility.";

          (o)  The existing definition of "Fleet" is amended by inserting the
                                           -----
words "and Alternative Currency Letters of Credit " after the words "Letters of
Credit" and before the word "hereunder";

          (p)  The definition of "Foreign Currency" is deleted in its entirety
                                  ----------------
and each reference to a "Foreign Currency" is hereby deemed deleted, mutatis
mutandis and is hereby replaced by the words "Alternative Currency";

          (q)  The definition of "Foreign Currency Banking Date" is deleted in
                                  -----------------------------
its entirety and each reference to a "Foreign Currency Banking Date" is hereby
deemed deleted;

          (r)  The definition "Foreign Currency Equivalent" is deleted and each
                               ---------------------------
reference to a "Foreign Currency Equivalent" is hereby deemed deleted, mutatis
mutandis and is hereby replaced by the words "Dollar Equivalent";

          (s)  The definition of "Foreign Currency Letter of Credit" is deleted
                                  ---------------------------------
in its entirety and each reference to a "Foreign Currency Letter of Credit" is
hereby deemed

                                      -6-
<PAGE>

deleted, mutatis mutandis and is hereby replaced by the words "Alternative
Currency Letter of Credit";

          (t)  The existing definition of "Initial Extension of Credit" is
                                           ---------------------------
amended by inserting the words "and Alternative Currency Letters of Credit "
after the words "Letter of Credit" and before the ".";

          (u)  The following definition is inserted in proper alphabetical
order:

          " 'Intercompany Note' means a promissory note of a Subsidiary of the
             -----------------
Borrower, in form and substance satisfactory to the Administrative Agent,
payable to the order of the Borrower evidencing the aggregate indebtedness of
the Subsidiary to the Borrower.

          (v)  The existing definition of "Interest Expense" is amended by
                                           ----------------
inserting in line seven the words "and Alternative Currency Letters of Credit "
after the words "Letters of Credit" and before the ")" in clause (c);

          (w)  The existing definition of "Lenders" is amended by inserting the
                                           -------
words "Alternative Currency Revolving Lenders," after the words "Initial
Lenders," and before the words "the Issuing Banks";

          (x)  The existing definition of "LIBOR Rate" is amended by inserting
                                           ----------
the words "(or, if Fleet shall not have such a LIBOR Rate Advance, $1,000,000,
or, if such Borrowing is made in an Alternative Currency for which the Dollar
Equivalent is $1,000,000)" after the words "during such Interest Period" and
before the ";";

          (y)  The existing definition of "LIBOR Rate Advance" is amended by
                                           ------------------
inserting the words "and shall include any Alternative Currency Revolving
Advance" after the words "in subsection 2.07(a)(ii)" and before the ".";

          (z)  The existing definition of "Loan Documents" is amended by
                                           --------------
inserting the clause "(f) Alternative Currency Letter of Credit Agreement," and
by renumbering the existing clauses (f), (g) and (h) as clauses (g), (h) and (i)
respectively;

          (aa) The existing definition of "Note" is amended by inserting the
                                           ----
words "or Alternative Currency Note" after the words "Revolving Note" and before
the ".";

          (bb) The following definition is inserted in proper alphabetical
order:

          " 'Notice of Alternative Currency Borrowing' has the meaning specified
             ----------------------------------------
in Section 2.02(b) and shall be substantially in the form of Exhibit C to the
                                                             ---------
Second Amendment.";

                                      -7-
<PAGE>

          (cc) The existing definition of "Obligation" is amended by inserting
                                           ----------
the words "and Alternative Currency Letter of Credit" after the words "Letter of
Credit" and before the word "commissions" in the second line of clause (a);

          (dd) The following definition is inserted in proper alphabetical
order:

          " 'Pounds Sterling' or '(Pounds)' means the lawful currency of the
             ---------------      --------
United Kingdom.";

          (ee)  The following definition is inserted in proper alphabetical
order:

          " 'Required Alternative Currency Lenders' means at any time
             -------------------------------------
Alternative Currency Revolving Lenders owed or holding greater than sixty-six
and 2/3 percent (66 2/3%) of the aggregate principal amount of the Alternative
Currency Revolving Advances outstanding at such time or, if no such principal
amount is outstanding at such time, Alternative Currency Revolving Lenders
holding greater than sixty-six and 2/3 percent (66 2/3%) of the aggregate of the
Alternative Currency Revolving Sub-Commitments; provided, however, that if any
                                                --------  -------
Alternative Currency Revolving Lender shall be a Defaulting Lender at such time,
there shall be excluded from the determination of Required Alternative Currency
Lenders at such time (i) the aggregate principal amount of the Alternative
Currency Revolving Advances owing to such Lender and outstanding at such time,
and (ii) the aggregate Alternative Currency Revolving Sub-Commitment of such
Lender at such time.";

          (ff) The existing definition of "Required Lenders" is amended by
                                           ----------------
inserting the words "and Alternative Currency Letters of Credit" after the words
"Letter of Credit" in clause (ii); by inserting the words "and Alternative
Currency Letter of Credit Advances" after the words "Letter of Credit Advances"
and before the words "owing to the Issuing Bank" and by inserting the words "and
each Alternative Currency Letter of Credit" after the words "Available Amount of
each Letter of Credit" and before the words "shall be considered to be owed";

          (gg) The following definitions are inserted in proper alphabetical
order:

          " 'Second Amendment' means the Second Amendment to the Credit
             ----------------
Agreement and Consent dated as of December 29, 1999.

          'Unused Alternative Currency Revolving Sub-Commitment' means, as to
           ----------------------------------------------------
any Alternative Currency Revolving Lender at any time, an amount in U.S. Dollars
equal to (i) such Lender's Alternative Currency Revolving Sub-Commitment minus
                                                                         -----
(ii) the sum of (x) the aggregate Assigned Dollar Value of all Alternative
Currency Revolving Advances made by such Lender (in its capacity as an
Alternative Currency Revolving Lender) and outstanding at such time, plus (y)
                                                                     ----
such Lender's Pro Rata Share of (1) the aggregate Assigned Dollar Value of all
Alternative Currency Revolving Advances made by the Alternative Currency
Revolving Lenders (other than such Lender) and outstanding at such time, (2) the
aggregate Available Amount of all Alternative Currency Letters of Credit
outstanding at such time and (3) the aggregate Assigned Dollar Value of all

                                      -8-
<PAGE>

Alternative Currency Letter of Credit Advances made by the Issuing Bank pursuant
to Section 2.03(d) and outstanding at such time.";

          (hh) The existing definition of "Unused Revolving Commitment" is
                                           ---------------------------
deleted in its entirety and replaced by the following:

          " 'Unused Revolving Commitment' means, with respect to any Lender at
             ---------------------------
any time, (i) such Lender's Revolving Commitment at such time minus (ii) the sum
                                                              -----
of (x) the aggregate principal amount of all Revolving Advances, all Letter of
Credit Advances, the Assigned Dollar Value of all Alternative Currency Letter of
Credit Advances and the Assigned Dollar Value of all Alternative Currency
Revolving Advances, in each instance made by such Lender (in its capacity as a
Lender) and outstanding at such time, plus (y) such Lender's Pro Rata Share of
                                      ----
(1) the aggregate Revolving Advances made by the Revolving Lenders (other than
such Lender), (2) the aggregate Assigned Dollar Value of all Alternative
Currency Revolving Advances made by the Alternative Currency Revolving Lenders
(other than such Lender) and outstanding at such time, (3) the aggregate
Available Amount of all Letters of Credit, including, without limitation,
Existing Letters of Credit, outstanding at such time, (4) the aggregate
Available Amount of all Alternative Currency Letters of Credit outstanding at
such time, (5) the aggregate principal amount of all Letter of Credit Advances
made by the Issuing Bank pursuant to Section 2.03(c) and outstanding at such
time, and (6) the aggregate Assigned Dollar Value of all Alternative Currency
Letter of Credit Advances made by the Issuing Bank pursuant to Section 2.03(d)
and outstanding at such time.";

          1.4  The existing SECTION 2.01 of the Credit Agreement is deleted in
its entirety and replaced by the following:

          "SECTION 2.01  The Advances.
                         ------------

          (a)  The Revolving Advances.  Each Revolving Lender severally agrees,
               ----------------------
on the terms and conditions hereinafter set forth, to make advances (each a
'Revolving Advance') to the Borrower from time to time on any Business Day
 ------------------
during the period from the date hereof until the Revolving Termination Date in
an amount for each such Advance not to exceed such Lender's Unused Revolving
Commitment at such time. Each Revolving Borrowing shall be in an aggregate
amount of $500,000 or an integral multiple of $100,000 in excess thereof (other
than a Borrowing the proceeds of which shall be used solely to repay or prepay
in full outstanding Letter of Credit Advances or outstanding Alternative
Currency Letter of Credit Advances) and shall consist of Revolving Advances made
simultaneously by the Revolving Lenders ratably according to their Revolving
Commitments. Within the limits of each Revolving Lender's Unused Revolving
Commitment in effect from time to time, the Borrower may borrow, repay and
reborrow.

          (b)  The Alternative Currency Revolving Advances. Each Alternative
               -------------------------------------------
Currency Revolving Lender severally agrees, on the terms and conditions
hereinafter set forth, to make advances denominated in an Alternative Currency
('Alternative Currency Revolving Advances') to the Borrower from time to time on
  ---------------------------------------
any Business Day during the

                                      -9-
<PAGE>

period from the date hereof until the Revolving Termination date in an amount
for each such Advance not to exceed the Assigned Dollar Value of such Lender's
Unused Alternative Currency Revolving Sub-Commitment at such time; provided,
                                                                   --------
however, that the aggregate amount of all Alternative Currency Revolving
-------
Advances at any time outstanding shall not at any time exceed the Assigned
Dollar Value of $8,000,000 (the 'Alternative Currency Revolving Facility'), and,
                                 ---------------------------------------
provided, further, that the aggregate amount of an Alternative Currency
--------  -------
Revolving Advance shall in no event exceed the aggregate of the Unused Revolving
Commitments of the Revolving Lenders at such time. Each Alternative Currency
Revolving Advance (other than, in the case of a continuation of a LIBOR Rate
Advance, a change in the Assigned Dollar Value thereof solely as a result of
currency fluctuations) shall be in an aggregate amount of the Applicable
Currency which would purchase approximately five hundred thousand dollars
($500,000) or an integral multiple of one hundred thousand dollars ($100,000) in
excess thereof based on the exchange rate as published in the Wall Street
Journal (or if such rate is not available, the spot rate quoted by the
Administrative Agent on such date) with respect to such currency on the date of
the applicable Notice of Alternative Currency Borrowing or, if less, the then
Dollar Equivalent amount of the aggregate Unused Alternative Currency Revolving
Sub-Commitments. Each Alternative Currency Revolving Borrowing shall consist of
Alternative Currency Revolving Advances made simultaneously by the Alternative
Currency Revolving Lenders ratably according to their Alternative Currency
Revolving Sub-Commitments.

          (c)  Letters of Credit.  The Issuing Bank agrees, on the terms and
               -----------------
conditions hereinafter set forth, to issue standby letters of credit for the
account of the Borrower from time to time on any Business Day during the period
from the Closing Date until sixty (60) days before the Revolving Termination
Date (i) in an aggregate Available Amount for all Letters of Credit not to
exceed at any time the Issuing Bank's Letter of Credit Commitment at such time
and (ii) in an Available Amount for each such Letter of Credit not to exceed an
amount equal to the Unused Revolving Commitments of the Revolving Lenders at
such time. No Letter of Credit shall have an expiration date (including all
rights of the Borrower or the beneficiary to require renewal) later than (i) the
earlier of sixty (60) days before the Revolving Termination Date, and (ii) 365
days after the date of issuance thereof. The foregoing notwithstanding, any
Letter of Credit may, by its terms, be renewable annually upon notice (a 'Notice
                                                                          ------
of Renewal') given to the Issuing Bank and the Administrative Agent on or
----------
prior to any date for notice of renewal set forth in such Letter of Credit (but
in any event at least five (5) Business Days prior to the date of the proposed
renewal of such Letter of Credit) and upon fulfillment of the applicable
conditions set forth in Article III unless such Issuing Bank shall have notified
the Borrower (with a copy to the Administrative Agent) on or prior to the date
for notice of termination set forth in such Letter of Credit (but in any event
at least thirty (30) Business Days prior to the date of automatic renewal) of
its election not to renew such Letter of Credit (a 'Notice of Termination');
                                                    ---------------------
provided that the terms of each Letter of Credit that is automatically renewable
--------
annually shall not permit the expiration date (after giving effect to any
renewal) of such Letter of Credit in any event to be extended to a date later
than sixty (60) days before the Revolving Termination Date. If either a Notice
of Renewal is not given by the Borrower or a Notice of Termination is given by
the Issuing Bank pursuant to the immediately preceding sentence, such Letter of
Credit shall

                                      -10-
<PAGE>

expire on the date on which it otherwise would have been automatically renewed;
provided, however, that even in the absence of receipt of a Notice of Renewal,
--------  -------
the Issuing Bank may, in its discretion unless instructed to the contrary by the
Administrative Agent or the Borrower, deem that a Notice of Renewal had been
timely delivered and, in such case, a Notice of Renewal shall be deemed to have
been so delivered for all purposes under this Agreement. Within the limits of
the Letter of Credit Facility, and subject to the limits referred to above, the
Borrower may request the issuance of Letters of Credit under this subsection
2.01(c), repay any Letter of Credit Advances resulting from drawings under
Letters of Credit pursuant to Section 2.03 and request the issuance of
additional Letters of Credit under this subsection 2.01(c).

          (d)  Alternative Currency Letters of Credit.  The Issuing Bank agrees,
               --------------------------------------
on the terms and subject to the conditions set forth in this Agreement, to issue
Alternative Currency Letters of Credit for the account of the Borrower from time
to time on any Business Day during the period from the Closing Date until sixty
(60) days before the Revolving Termination date (A) in an aggregate Available
Amount for all Alternative Currency Letters of Credit not to exceed at any time
the Issuing Bank's Alternative Currency Letter of Credit Commitment at such time
and (B) in an Available Amount for each such Alternative Currency Letter of
Credit (i) not to exceed an amount equal to the Unused Alternative Currency
Revolving Sub-Commitments of the Alternative Currency Revolving Lenders at such
time and (ii) not to exceed an amount equal to the Unused Revolving Commitments
of the Revolving Lenders at such time. No Alternative Currency Letter of Credit
shall have an expiration date (including all rights of the Borrower or the
beneficiary to require renewal) later than 60 days before the Revolving
Termination date. Within the limits of the Alternative Currency Letter of Credit
Facility, and subject to the limits referred to above, the Borrower may request
the issuance of Alternative Currency Letters of Credit under this Section
2.01(d), repay any Alternative Currency Letter of Credit Advances resulting from
drawings under Alternative Currency Letters of Credit pursuant to Section
2.03(c) and request the issuance of additional Alternative Currency Letters of
Credit under this Section 2.01(d)."

          1.5  The existing SECTION 2.02 of the Credit Agreement is deleted in
its entirety and replaced by the following:

          "SECTION 2.02  Making the Advances.

          (a)  Notice of Borrowing.  Each Borrowing shall be made on notice,
               -------------------
given not later than 11:00 A.M. (Eastern Standard Time) on the third (3rd)
Business Day prior to the date of the proposed Borrowing in the case of a
Borrowing consisting of LIBOR Rate Advances, or the Business Day prior to the
date of the proposed Borrowing in the case of a Borrowing consisting of Base
Rate Advances, by the Borrower to the Administrative Agent, which shall give to
each appropriate Lender prompt notice thereof by telex or telecopier. Each such
notice of a Borrowing (a 'Notice of Borrowing') may be by telephone, confirmed
                          -------------------
immediately in writing, or telex or telecopier in substantially the form of
Ehibit C to the Credit Agreement, as attached hereto, specifying therein the
---------
requested (i) date of such Borrowing, (ii) aggregate amount of such Borrowing
and (iii) in the case of a Borrowing consisting of LIBOR Rate Advances, initial
Interest Period for

                                      -11-
<PAGE>

each such Advance.  Each Lender shall, before 11:00 A.M. (Eastern Standard Time)
on the date of such Borrowing, make available to the Administrative Agent at the
Administrative Agent's Account, in same day funds, such Lender's ratable portion
of such Borrowing in accordance with the respective Commitments. After the
Administrative Agent's receipt of such funds and upon fulfillment of the
applicable conditions set forth in Article III, the Administrative Agent will
make such funds available to the Borrower by crediting the Borrower's Account.
Notwithstanding the foregoing, the Initial Extension of Credit shall consist of
a Base Rate Advance.

          (b)  (i)  Each Alternative Currency Revolving Borrowing shall be made
on notice, given not later than 11:00 A.M. (Eastern Standard Time) on the third
(3rd) Business Day prior to the date of the proposed Borrowing, by the Borrower
to the Administrative Agent, which shall give to each Alternative Currency
Revolving Lender prompt notice thereof by telex or telecopier. Each such notice
of an Alternative Currency Revolving Borrowing (a 'Notice of Alternative
                                                   ---------------------
Currency Borrowing') may be by telephone, confirmed immediately in writing, or
------------------
telex or telecopier in substantially the form of Exhibit C to the Second
                                                 ---------
Amendment, specifying therein the requested (i) date of such Alternative
Currency Revolving Borrowing, (ii) Applicable Currency, (iii) aggregate amount
of such Alternative Currency Revolving Borrowing and (iv) initial Interest
Period for each such Alternative Currency Revolving Advance (it being understood
by the Borrower and Alternative Currency Revolving Lenders that all Alternative
Currency Revolving Advances shall be LIBOR Rate Advances). Each Alternative
Currency Revolving Lender shall, before 11:00 A.M. (local time at the place of
payment) on the date of such Borrowing, make available to the Administrative
Agent at such account at such bank or office in London or the principal
financial center in the country of the Applicable Currency as the Administrative
Agent shall have designated by written notice to such Lender, in same day funds,
such Alternative Currency Revolving Lender's ratable portion of such Borrowing
in accordance with the respective Alternative Currency Revolving Sub-Commitments
of such Alternative Currency Revolving Lender and the other Alternative Currency
Revolving Lenders. After the Administrative Agent's receipt of such funds and
upon fulfillment of the applicable conditions set forth in Article III, the
Administrative Agent will make such funds available to the Borrower by wire
transfer to such account as the Borrower shall have previously designated to the
Administrative Agent in writing, which account must be in the name of the
Borrower or a Subsidiary of the Borrower and in London or the financial center
of the country of the Applicable Currency.

               (ii) Upon the occurrence and during the continuance of any
Default or Event of Default, the Administrative Agent may, and, shall at the
direction of the Required Alternative Currency Lenders, terminate the
Alternative Currency Revolving Facility by giving notice of such termination to
the Borrower, each of the Alternative Currency Revolving Lenders and each of the
other Revolving Lenders. Thereupon, (A) no further Alternative Currency
Revolving Advances shall be permitted to be made and (B) the Alternative
Currency Revolving Sub-Commitments of the Alternative Currency Revolving Lenders
shall be automatically terminated.

                                      -12-
<PAGE>

          (c)  Certain Limitations.  Anything in subsections (a) or (b) above to
               -------------------
the contrary notwithstanding, (i) the Borrower may not select LIBOR Rate
Advances if the obligation of the appropriate Lenders to make LIBOR Rate
Advances shall then be suspended pursuant to Section 2.09 or Section 2.10, and
the Revolving Advances may not be outstanding as part of more than five (5)
separate Borrowings.

          (d)  Indemnification.  Each Notice of Borrowing and Notice of
               ---------------
Alternative Currency Borrowing shall be irrevocable and binding on the Borrower.
In the case of any Borrowing that is to be comprised of LIBOR Rate Advances, and
in the case of any Alternative Currency Revolving Borrowing, the Borrower shall
indemnify each Lender against any loss, cost or expense incurred by such Lender
as a result of any failure by Borrower to repay any Borrowing when due or to
fulfill, on or before the date specified for such Borrowing, the applicable
conditions set forth in Article III, including, without limitation, any loss
(including loss of anticipated profits as reasonably determined by such Lender),
cost or expense incurred by reason of the liquidation of any Contracts or Hedge
Agreements or redeployment of deposits or other funds acquired by such Lender to
fund the Advance to be made by such Lender as part of such Borrowing.

          (e)  Certain Defaults.  Unless the Administrative Agent shall have
               ----------------
received notice from a Lender prior to the date of any Borrowing that such
Lender will not make available to the Administrative Agent such Lender's ratable
portion of such Borrowing, the Administrative Agent may assume that such Lender
has made such portion available in accordance with subsection 2.02(a) and the
Administrative Agent may make available to the Borrower on such date a
corresponding amount. If and to the extent that such Lender shall not have so
made such ratable portion available to the Administrative Agent, such Lender and
the Borrower severally agree to repay or pay to the Administrative Agent
forthwith on demand such corresponding amount and to pay interest thereon, for
each day from the date such amount is made available to the Borrower until the
date such amount is repaid or paid to the Administrative Agent, at in the case
of (i) the Borrower, the interest rate applicable at such time under Section
2.07 to Advances comprising such Borrowing and (ii) such Lender, the Federal
Funds Rate. If such Lender shall pay to the Administrative Agent such
corresponding amount, such amount so paid shall constitute such Lender's Advance
as part of such Borrowing for all purposes.

          (f)  Other Lenders.  The failure of any Lender to make the Advance to
               -------------
be made by it as part of any Borrowing shall not relieve any other Lender of its
obligation, if any, hereunder to make its Advance on the date of such Borrowing,
but no Lender shall be responsible for the failure of any other Lender to make
the Advance to be made by such other Lender on the date of any Borrowing.";

          1.6  The existing SECTION 2.03 of the Credit Agreement is deleted in
its entirety and replaced by the following:

          "SECTION 2.03  Issuance of and Drawings and Reimbursement Under
Letters of Credit.

                                      -13-
<PAGE>

          (a)  Request for Issuance.  Each Letter of Credit shall be issued upon
               --------------------
notice, given not later than 11:00 A.M. (Eastern Standard Time) on the third
(3rd) Business Day prior to the date of the proposed issuance of such Letter of
Credit, by the Borrower to the Issuing Bank, which shall give to the
Administrative Agent and each Revolving Lender prompt notice thereof by telex or
telecopier. Each such notice of issuance of a Letter of Credit (a 'Notice of
                                                                   ---------
Issuance') shall be by telephone, confirmed immediately in writing, or telex or
--------
telecopier, specifying therein the requested (i) date of such issuance (which
shall be a Business Day), (ii) Available Amount of such Letter of Credit, (iii)
expiration date of such Letter of Credit, (iv) name and address of the
beneficiary of such Letter of Credit and (v) form of such Letter of Credit, and
shall be accompanied by such application and agreement for letter of credit as
the Issuing Bank may specify to the Borrower for use in connection with such
requested Letter of Credit (a 'Letter of Credit Agreement').  If the requested
                               -------------------------
form of such Letter of Credit is acceptable to the Issuing Bank, in its sole
discretion, the Issuing Bank will, upon fulfillment of the applicable conditions
set forth in Article III, make such Letter of Credit available to the Borrower
at its office referred to in Section 10.02 or as otherwise agreed with the
Borrower in connection with such issuance.  In the event and to the extent that
the provisions of any such Letter of Credit Agreement shall conflict with this
Agreement, the provisions of this Agreement shall govern.

          (b)  Letter of Credit Reports.  The Issuing Bank shall furnish to the
               ------------------------
Administrative Agent, the Borrower and each Revolving Lender on the first
Business Day of each calendar quarter a written report setting forth the average
daily aggregate Available Amount during the preceding calendar quarter of all
Letters of Credit.

          (c)  Drawing and Reimbursement.  The payment by the Issuing Bank of a
               -------------------------
draft drawn under any Letter of Credit shall constitute for all purposes of this
Agreement the making by the Issuing Bank of a Letter of Credit Advance which
shall be a Base Rate Advance, in the amount of such draft. The Borrower, the
Administrative Agent and each Revolving Lender hereby acknowledges and agrees
that Letter of Credit Advances may be made, or deemed made, by the Issuing Bank
in respect of any Letter of Credit and to participate in all Letter of Credit
Advances made hereunder as provided herein. Upon written demand by the Issuing
Bank, with a copy of such demand to the Administrative Agent, each Revolving
Lender shall purchase from the Issuing Bank, and the Issuing Bank shall sell and
assign to each such Revolving Lender, such Lender's Pro Rata Share of such
outstanding Letter of Credit Advance as of the date of such purchase, by making
available (for the account of its Applicable Lending Office) to the
Administrative Agent (for the account of the Issuing Bank), by deposit to the
Administrative Agent's Account, in same day funds, an amount equal to the
portion of the outstanding principal amount of such Letter of Credit Advance to
be purchased by such Lender. Promptly after receipt thereof, the Administrative
Agent shall transfer such funds to the Issuing Bank. The Borrower hereby agrees
to each such sale and assignment. Each Revolving Lender agrees to purchase its
Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business
Day on which demand therefor is made by the Issuing Bank; provided that notice
                                                          --------
of such demand is given not later than 11:00 A.M. (Eastern Standard Time) on
such Business Day or (ii) the first Business Day next succeeding such demand if
notice of such demand is given after such time. Upon

                                      -14-
<PAGE>

any such assignment by the Issuing Bank to any other Revolving Lender of a
portion of a Letter of Credit Advance, the Issuing Bank represents and warrants
to such other Lender that the Issuing Bank is the legal and beneficial owner of
such interest being assigned by it, free and clear of any liens, but makes no
other representation or warranty and assumes no responsibility with respect to
such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to
the extent that any Revolving Lender shall not have so made the amount of such
Letter of Credit Advance available to the Administrative Agent, such Revolving
Lender agrees to pay to the Administrative Agent forthwith on demand such amount
together with interest thereon, for each day from the date of demand by the
Issuing Bank until the date such amount is paid to the Administrative Agent, at
the Federal Funds Rate for its account or the account of the Issuing Bank, as
applicable. If such Lender shall pay to the Administrative Agent such amount for
the account of the Issuing Bank on any Business Day, such amount so paid in
respect of principal shall constitute a Letter of Credit Advance made by such
Lender on such Business Day for purposes of this Agreement, and the outstanding
principal amount of the Letter of Credit Advance made by the Issuing Bank shall
be reduced by such amount on such Business Day.

          (d)  Alternative Currency Letters of Credit. (i) Each Alternative
               --------------------------------------
Currency Letter of Credit may, in the sole discretion of the Issuing Bank, be
issued upon notice, given not later than 11:00 A.M. (Eastern Standard Time) on
the third (3rd) Business Day prior to the date of the proposed issuance of such
Alternative Currency Letter of Credit, by the Borrower to the Issuing Bank,
which shall give to the Administrative Agent, each Alternative Currency
Revolving Lender and each other Revolving Lender prompt notice thereof by telex
or telecopier. Each such notice of issuance of an Alternative Currency Letter of
Credit (an 'Alternative Currency Notice of Issuance') shall be by telephone,
            ---------------------------------------
confirmed immediately in writing, or telex or telecopier, specifying therein the
requested (i) date of issuance (which shall be a Business Day), (ii) Available
Amount of such Alternative Currency Letter of Credit, (iii) Applicable Currency,
(iv) expiration date of such Alternative Currency Letter of Credit, (v) name and
address of the beneficiary of such Alternative Currency Letter of Credit and
(vi) form of such Alternative Currency Letter of Credit, and shall be
accompanied by such application and agreement for letter of credit as the
Issuing Bank may specify to the Borrower for use in connection with such
requested Alternative Currency Letter of Credit (an 'Alternative Currency Letter
                                                     ---------------------------
of Credit Agreement'). If the requested form of such Alternative Currency
-------------------
Letter of Credit is acceptable to the Issuing Bank, in its sole discretion, the
Issuing Bank may, in its sole discretion, upon fulfillment of the applicable
conditions set forth in Article III, make such Alternative Currency Letter of
Credit available to the Borrower as agreed between the Issuing Bank and the
Borrower in connection with such issuance, provided, that, such Alternative
                                           --------  ----
Currency Letter of Credit shall in any event be made available to the Borrower
or as the Borrower may direct in London or the financial center of the country
of the Applicable Currency. In the event and to the extent that the provisions
of any such Alternative Currency Letter of Credit Agreement shall conflict with
this Agreement, the provisions of this Agreement shall govern.

                                      -15-
<PAGE>

               (ii)   The Issuing Bank shall furnish (A) to the Administrative
Agent on the first Business Day of each week a written report summarizing
issuance and expiration dates of Alternative Currency Letters of Credit issued
during the previous week and drawings during such week under all Alternative
Currency Letters of Credit, (B) to the Administrative Agent, the Borrower, each
Alternative Currency Revolving Lender and each other Revolving Lender on the
first Business Day of each month a written report summarizing issuance and
expiration dates of Alternative Currency Letters of Credit issued during the
preceding month and drawings during such month under all Alternative Currency
Letters of Credit and (C) to the Administrative Agent, the Borrower, each
Alternative Currency Revolving Lender and each other Revolving Lender on the
first Business Day of each calendar quarter a written report setting forth the
average daily aggregate Available Amount during the preceding calendar quarter
of all Alternative Currency Letters of Credit.

               (iii)  The payment by the Issuing Bank of a draft drawn under any
Alternative Currency Letter of Credit shall constitute for all purposes of this
Agreement the making by the Issuing Bank of an Alternative Currency Letter of
Credit Advance which shall be a Base Rate Advance, shall be denominated in U.S.
Dollars and shall for all purposes of this Agreement be treated the same as a
Revolving Advance made as a Base Rate Advance, in the amount of such draft, the
amount of such Alternative Currency Letter of Credit Advance to be determined by
the Administration Agent based on the Dollar Equivalent of such draft. Each of
the Borrower, the Administrative Agent, each Alternative Currency Revolving
Lender and each other Revolving Lender hereby acknowledges and agrees that such
Alternative Currency Letter of Credit Advances may be made, or deemed made, by
the Issuing Bank in respect of such Alternative Currency Letters of Credit and
to participate in all Alternative Currency Letter of Credit Advances made
hereunder as provided herein. Upon written demand by the Issuing Bank, with a
copy of such demand to the Administrative Agent, each Revolving Lender shall
purchase from the Issuing Bank, and the Issuing Bank shall sell and assign to
each Revolving Lender, such Lender's Pro Rata Share of each outstanding
Alternative Currency Letter of Credit Advance as of the date of such purchase,
by making available (for the account of its Applicable Lending Office) to the
Administrative Agent (for the account of the Issuing Bank), by deposit to the
Administrative Agent's Account, in same day funds in U.S. Dollars, an amount
equal to the portion of the outstanding principal amount of such Alternative
Currency Letter of Credit Advance to be purchased by such Lender. Promptly after
receipt thereof, the Administrative Agent shall transfer such funds to the
Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each
Revolving Lender agrees to purchase its Pro Rata Share of an outstanding
Alternative Currency Letter of Credit Advance on (i) the Business Day on which
demand therefor is made by the Issuing Bank, provided notice of such demand is
                                             --------
given not later than 11:00 A.M. (Eastern Standard Time) on such Business Day or
(ii) the first Business Day next succeeding such demand if notice of such demand
is given after such time.  Upon any such assignment by the Issuing Bank to any
Revolving Lender of a portion of an Alternative Currency Letter of Credit
Advance, the Issuing Bank represents and warrants to such Lender that the
Issuing Bank is the legal and beneficial owner of such interest being assigned
by it, free and clear of any liens, but makes no other representation or
warranty and assumes no responsibility with respect to such Alternative

                                      -16-
<PAGE>

Currency Letter of Credit Advance, the Loan Documents, the Borrower or any other
Loan Party. If and to the extent that any Revolving Lender shall not have so
made the amount of such Alternative Currency Letter of Credit Advance available
to the Administrative Agent, such Alternative Currency Revolving Lender agrees
to pay to the Administrative Agent forthwith on demand such amount together with
interest thereon, for each day from the date of demand by the Issuing Bank until
the date such amount is paid to the Administrative Agent, at the Federal Funds
Rate for its account or the account of the Issuing Bank, as applicable. If such
Lender shall pay to the Administrative Agent such amount for the account of the
Issuing Bank on any Business Day, such amount so paid in respect of principal
shall constitute an Alternative Currency Letter of Credit Advance made by such
Lender on such Business Day for purposes of this Agreement, and the outstanding
principal amount of the Alternative Currency Letter of Credit Advance made by
the Issuing Bank shall be reduced by such amount on such Business Day.

          (e)  Failure to Make Letter of Credit Advances or Alternative Currency
               -----------------------------------------------------------------
Letter of Credit Advances. The failure of any Lender to make any Letter of
-------------------------
Credit Advance or Alternative Letter of Credit Advance to be made by it on the
date specified in subsection 2.03(c) or (d) as applicable, shall not relieve any
other Lender of its obligation hereunder to make its Letter of Credit Advance or
Alternative Letter of Credit Advance, as the case may be, on such date, but no
Lender shall be responsible for the failure of any other Lender to make the
Letter of Credit Advance or Alternative Letter of Credit Advance to be made by
such other Lender on such date.

          (f)  Issuance of Letters of Credit Advances in Connection with the
               -------------------------------------------------------------
Acquisition Agreement. Notwithstanding the foregoing, in no event shall the
---------------------
Issuing Bank be obligated to issue any Letter of Credit in connection with the
Acquisition Agreement or the Egerton Consideration Documents other than the
Egerton Letters of Credit.";

          1.7  The existing Section 2.04 of the Credit Agreement is amended in
the following ways:

               (i)  Subsection (b) is deleted in its entirety and replaced by
the following:

          "(b)  Alternative Currency Revolving Advances .  The Borrower shall
                ---------------------------------------
repay to the Administrative Agent for the ratable account of the Alternative
Currency Revolving Lenders on the last day of each applicable Interest Period
the aggregate outstanding principal amount of the Alternative Currency Revolving
Advances then due." and;

               (ii) Subsection (c) is inserted as follows:

          "(c)  Letter of Credit Advances and Alternative Letter of Credit
                ----------------------------------------------------------
Advances.  (i)  The Borrower shall repay to the Administrative Agent for the
--------
account of the Issuing Bank and each other Revolving Lender that has made a
Letter of Credit

                                      -17-
<PAGE>

Advance or an Alternative Currency Letter of Credit Advance on the earlier of
demand and the Revolving Termination Date the outstanding principal amount of
each Letter of Credit Advance and each Alternative Currency Letter of Credit
Advance made by each of them.

               (ii) The Obligations of the Borrower under this Agreement, any
Letter of Credit Agreement, any Alternative Currency Letter of Credit Agreement
and any other agreement or instrument relating to any Letter of Credit or any
Alternative Currency Letter of Credit shall be unconditional and irrevocable,
and shall be paid strictly in accordance with the terms of this Agreement, such
Letter of Credit Agreement, such Alternative Currency Letter of Credit Agreement
and such other agreement or instrument under all circumstances, including,
without limitation, the following circumstances:

                    (A)  any lack of validity or enforceability of any Loan
Document, any Letter of Credit Agreement, any Alternative Currency Letter of
Credit Agreement, any Letter of Credit, or any other agreement or instrument
relating to any of the foregoing (all of the foregoing being, collectively, the
'L/C Related Documents');
 ---------------------

                    (B)  any change in the time, manner or place of payment of,
or in any other term of, all or any of the Obligations of the Borrower in
respect of any L/C Related Document or any other amendment or waiver of or any
consent to departure from all or any of the L/C Related Documents;

                    (C)  the existence of any claim, set-off, defense or other
right that the Borrower may have at any time against any beneficiary or any
transferee of a Letter of Credit or an Alternative Currency Letter of Credit (or
any Persons for whom any such beneficiary or any such transferee may be acting),
the Issuing Bank, or any other Person, whether in connection with the
transactions contemplated by the L/C Related Documents or any unrelated
transaction;

                    (D)  any statement or any other document presented under a
Letter of Credit or an Alternative Currency Letter of Credit proving to be
forged, fraudulent, invalid or insufficient in any respect or any statement
therein being untrue or inaccurate in any respect; or

                    (E)  any exchange, release or non-perfection of any
Collateral or other collateral, or any release or amendment or waiver of or
consent to departure from any Guaranty or any other guarantee, for all or any of
the Obligations of the Borrower in respect of the L/C Related Documents.";

          1.8  Subsection 2.06(a) of the Credit Agreement is amended as follows:

               (i)  By deleting the words "and second, to prepay Letter of
                                               ------
Credit Advances then outstanding until such Advances are paid in full."; and

                                      -18-
<PAGE>

               (ii) By inserting, after the ";" in clause (ii) the following:

               "second to prepay Alternative Currency Revolving Advances then
                ------
outstanding until such Alternative Currency Revolving Advances are paid in full;
third to prepay Letter of Credit Advances then outstanding until such Advances
-----
are paid in full; and fourth to prepay Alternative Currency Letter of Credit
                      ------
Advances then outstanding until such Advances are paid in full.";

          1.9  Subsection 2.06(b) of the Credit Agreement is amended as follows:

               (i)    By deleting in subsection (iv) the words "and second, to
                                                                    ------
prepay Letter of Credit Advances then outstanding until such Advances are paid
in full.";

               (ii)   By inserting in subsection (iv) after the words "Revolving
Advances are paid in full" the following:

               "second to prepay Alternative Currency Revolving Advances then
                 ------
outstanding until such Alternative Currency Revolving Advances are paid in full;
third to prepay Letter of Credit Advances then outstanding until such Advances
-----
are paid in full; and fourth to prepay Alternative Currency Letter of Credit
                      ------
Advances then outstanding until such Advances are paid in full.";

               (iii)  By inserting in subsection (v) an "(i)" after the words
"to equal the" and before the word "amount"; and

               (iv)   By inserting in subsection (v) after the words "Business
Day" and before the "." the following:

               "plus (ii) the Dollar Equivalent amount by which the aggregate
                ----
Available Amount of all Alternative Currency Letters of Credit then outstanding
exceeds the Alternative Currency Letter of Credit Facility on such Business
Day";

          1.10 Subsection 2.07(a) of the Credit Agreement is amended as follows:

               (i)  By inserting the words "or Alternative Currency Revolving
Lenders, as appropriate" after the word "Lenders" and before the words ",
interest on the unpaid principal";

          1.11 Subsection 2.07(c) of the Credit Agreement is amended as follows:

               (i)  By inserting the words "or a Notice of Alternative Currency
Borrowing, as appropriate" after the words "pursuant to Section 2.02" and before
the words ", the Administrative Agent";

                                      -19-
<PAGE>

          1.12 Subsection 2.08(a) of the Credit Agreement is amended as follows:

               (i)  By inserting at the end thereof the following additional
sentence:

               "For purposes of this clause (a), Alternative Currency Revolving
Advances shall not constitute utilization of the Revolving Commitments of the
Revolving Lenders which are not also Alternative Currency Revolving Lenders.";

          1.13  Section 2.09 of the Credit Agreement is amended as follows:

               (i)  By inserting at the end thereof the following additional
clause (c) :

               "(c)  Alternative Currency Revolving Advances.  Notwithstanding
                     ---------------------------------------
the foregoing, Alternative Currency Revolving Advances shall at all times be
LIBOR Rate Advances, must comply with all provisions of this Agreement
applicable to LIBOR Rate Advances and may not be converted by the Borrower into
Base Rate Advances";

          1.14  Subsection 2.10 of the Credit Agreement is amended as follows:

               (i)  By inserting after the words "Letter of Credit" in clauses
(a) and (b), wherever such words appear therein, the following:

               "or Alternative Currency Letters of Credit";

          1.15  Subsection 2.11(b) of the Credit Agreement is amended as
follows:

               (i)  By inserting after the words "all Letters of Credit then
outstanding" and before the words "in repayment or prepayment" the following:

               "and the Available Amount of all Alternative Currency Letters of
Credit then outstanding,";

          1.16  Subsection 2.11(f) of the Credit Agreement is amended as
follows:

               (i)  By inserting at the end thereof, before the ".", the
following:

               "or, in the case of Alternative Currency Revolving Advances only,
at the Administrative Agent's applicable cost as determined by the
Administrative Agent and notified by it to such Lender";

          1.17  Section 2.14 of the Credit Agreement is amended as follows:

               (i)  By inserting after the words "Letter of Credit", wherever
such words appear therein, the following:

                                      -20-
<PAGE>

               "and Alternative Currency Letters of Credit";

          1.18  Section 3.02 of the Credit Agreement is amended as follows:

               (i)  By inserting after the words "Letter of Credit", wherever
such words appear in the initial paragraph , the following:

               "or an Alternative Currency Letter of Credit, as the case may
be,";

          1.19  Subsection 3.02(b)(iii) of the Credit Agreement is amended as
follows:

               (i)    By deleting subsection (b)(iii) in its entirety; and

               (ii)   By inserting a new subsection (b)(iii) as follows:

               "(b)(iii)  for each Revolving Advance, Alternative Currency
Revolving Advance or issuance or renewal of any Letter of Credit or Alternative
Currency Letter of Credit, the Revolving Facility exceeds the aggregate
principal amount of the Revolving Advances plus the Assigned Dollar Value of
                                           ----
Alternative Currency Revolving Advances plus Letter of Credit Advances plus the
                                        ----                           ----
Assigned Dollar Value of Alternative Currency Letter of Credit Advances plus the
                                                                        ----
aggregate Available Amount of all Letters of Credit and Alternative Currency
Letters of Credit, in each instance, then outstanding after giving effect to
such Advance or issuance or renewal, respectively.";

          1.20  Subsection 3.02(c) of the Credit Agreement is amended as
follows:

               (i)    By renumbering the existing subsections (c) and (d) as
subsections (d) and (e) respectively; and

               (ii)   By inserting a new subsection (c) as follows:

               "(c) for each Alternative Currency Revolving Advance or issuance
or renewal of any Alternative Currency Letter of Credit, the Alternative
Currency Revolving Facility exceeds the aggregate principal amount of the
Assigned Dollar Value of Alternative Currency Revolving Advances plus
Alternative Currency Letter of Credit Advances plus the aggregate Available
Amount of all Alternative Currency Letters of Credit, in each instance, then
outstanding after giving effect to such Advance or issuance or renewal,
respectively.";

          1.21  Articles V, VI and VII of the Credit Agreement are amended as
follows:

               (i)  By inserting after the words "Letter of Credit", wherever
such words appear therein, the following:

                    "or Alternative Currency Letters of Credit";

                                      -21-
<PAGE>

          1.22  Subsection 6.18(c) is amended by deleting the grid therein and
by replacing it with the following:

                    "Fiscal
                    Quarter Ending:         Not less than:

                    December 31, 1999            1.50:1.00
                    March 31, 2000               1.50:1.00
                    June 30, 2000                1.75:1.00
                    September 30, 2000           2.00:1.00
                    December 31, 2000            2.25:1.00
                    Each quarter thereafter      3.00:1.00"

          1.23  Subsection 7.06(a) is amended by inserting after the words
"repayments thereof" the words "and any Investment in A.C. Egerton (Holdings)
plc, individually and not on a consolidated basis with its subsidiaries, which
Investment shall be evidenced by an Intercompany Note in form and substance
satisfactory to the Administrative Agent and which Investment shall not in the
aggregate exceed $8,000,000".

          1.24  Section 7.21 is amended by deleting the grid therein and by
replacing it with the following:


         "Period                                 Amount
          ------                                 ------
January 1, 1999 through and
including December 31, 1999                      $12,000,000

January 1, 2000 through and
including December 31, 2000                      $10,000,000

January 1, 2001 through and
including December 31, 2001                      $ 8,000,000

January 1, 2002 through and
including December 31, 2002                      $ 5,000,000"

          1.25  Article 8 of the Credit Agreement is amended as follows:

               (i)  The initial paragraph of Article 8 is deleted in its
entirety; and

               (ii) A new initial paragraph of Article 8 is inserted as follows:

          "If any one or more of the following events ("Events of Default")
                                                        -----------------
shall occur and be continuing  then, and in any such event, the Administrative
Agent (i) shall at the request, or may with the consent, of the Required
Lenders, by notice to the Borrower, declare the Commitments of each appropriate
Lender (other than the

                                      -22-
<PAGE>

Commitment in respect of Letter of Credit Advances or Alternative Currency
Letters of Credit Advances by the Issuing Bank or a Revolving Lender pursuant to
Section 2.03(c) or Section 2.03(d), as appropriate) and of the Issuing Bank to
issue Letters of Credit and Alternative Currency Letters of Credit to be
terminated, whereupon the same shall forthwith terminate, and (ii) shall at the
request, or may with the consent, of the Required Lenders, (A) by notice to the
Borrower, declare the Notes, all interest thereon and all other amounts payable
under this Agreement and the other Loan Documents to be forthwith due and
payable, whereupon the Notes, all such interest and all such other amounts shall
become and be forthwith due and payable, without presentment, demand, protest or
further notice of any kind, all of which are hereby expressly waived by the
Borrower; (B) by notice to each party required under the terms of any agreement
in support of which a Letter of Credit or an Alternative Currency Letter of
Credit is issued, request that all Obligations under such agreement be declared
due and payable; provided, however, that in the event of an actual or deemed
                 --------  -------
entry of an order for relief with respect to any Loan Party or any of its
Subsidiaries under the Federal Bankruptcy Code, (1) the obligation of each
Lender to make Advances (other than Letter of Credit Advances or Alternative
Currency Letter of Credit Advances by the Issuing Bank pursuant to Section
2.03(c) or Section 2.03(d), as appropriate) shall automatically be terminated
and (2) the Notes, all such interest and all such amounts shall automatically
become and be due and payable, without presentment, demand, protest or any
notice of any kind, all of which are hereby expressly waived by the Borrower.";

          1.26  Section 8.14 of the Credit Agreement is amended as follows:

               (i)  By inserting after the words "Letter of Credit", wherever
such words appear therein, the following:

               "and Alternative Currency Letters of Credit"; and

               (ii) By deleting the "." at the end thereof and replacing it with
the following:

               ";or";

          1.27  Article 8 is further amended as follows:

               (i)  By inserting the following additional Sections at the end
thereof, in proper numerical order:

               "SECTION 8.15  Advances in Excess of the Revolving Facility.  The
                              --------------------------------------------
aggregate amount of the Revolving Advances plus the Assigned Dollar Value of
                                           ----
Alternative Currency Revolving Advances plus Letter of Credit Advances plus the
                                        ----                           ----
Assigned Dollar Value of all Alternative Currency Letter of Credit Advances plus
                                                                            ----
the aggregate Available Amount of all Letters of Credit and Alternative Currency
Letters of Credit outstanding shall at any time exceed the Revolving Facility,
which excess is not eliminated by the Borrower's immediate prepayment of then
outstanding Revolving Advances and Alternative Currency Revolving Advances in an
amount at least equal to such excess; or

                                      -23-
<PAGE>

          SECTION 8.16  Advances in Excess of the Alternative Currency Revolving
                        --------------------------------------------------------
Facility. The aggregate amount of the Assigned Dollar Value of Alternative
--------
Currency Revolving Advances plus the Assigned Dollar Value of all Alternative
                            ----
Currency Letter of Credit Advances plus the aggregate Available Amount of all
                                   ----
Alternative Currency Letters of Credit outstanding shall at any time exceed the
Alternative Currency Revolving Facility, which excess is not eliminated by the
Borrower's immediate prepayment of then outstanding Alternative Currency
Revolving Advances in an amount at least equal to such excess.";

          1.28  Subsection 9.05(c) of the Credit Agreement is amended as
follows:

               (i)    By inserting in the second line of clause (ii) thereof,
after the words "Available Amount of all Letters of Credit" and before the word
"outstanding" the following:

               "and Alternative Currency Letters of Credit"; and

               (ii)   By inserting in the second line of clause (iii) thereof,
after the words "Letter of Credit Advances" and before the word "owing" the
following:

               "and Alternative Currency Letter of Credit Advances";

          1.29  Section 10.01 of the Credit Agreement is amended as follows:

               (i)    By deleting from clause a(i) the words "(it being
understood that a waiver of any Default or Event of Default shall not constitute
a change in the terms of any Commitment of any Lender)"; and

               (ii)   By inserting in the second line of clause (iv) thereof,
after the words "affects such Lender" and before clause (v) the following:

               "provided, further, that no amendment, waiver or consent shall,
                --------  -------
unless in writing and signed by the Required Alternative Currency Lenders, in
addition to the Lenders required above to take such action, affect the rights or
obligations of the Alternative Currency Revolving Lenders under this Agreement
or any other Loan Document;"; and

               (iii)  By inserting in the third line of clause (vi) thereof,
after the words "Available Amount of outstanding Letter of Credit" and before
the word "that" the following:

               "or Alternative Currency Letters of Credit";

          1.30   Subsection 10.07(a) of the Credit Agreement is amended as
follows:

               (i)    The existing clause (vii) is renumbered as clause (viii);
and

                                      -24-
<PAGE>

               (ii)   A new clause (vii) is inserted as follows:

               "(vii) no such assignment shall be permitted if, immediately
after giving effect thereto, either (1) the Assigned Dollar Value of the
Alternative Currency Revolving Sub-Commitment, if any, of the assignor Lender
shall be greater than the Revolving Commitment of such Lender or (2) the
Assigned Dollar Value of the Alternative Currency Revolving Sub-Commitment, if
any, of the assignee Lender shall be greater than the Revolving Commitment of
such Lender, and ";

          1.31  Subsection 10.07(f) of the Credit Agreement is amended as
follows:

               (i)  By inserting after the words "Letter of Credit Commitment"
     and before the words "at any time" the following:

               "And/or Alternative Currency Letter of Credit Commitment";

          1.32  Section 10.09 of the Credit Agreement is amended as follows:

               (i)  By inserting after the words "Letter of Credit", wherever
such words appear therein, the following:

               "or Alternative Currency Letters of Credit";

Article II.  Addition of New Lender.
             -----------------------

          2.1  The parties hereto hereby acknowledge and confirm that as of the
Effective Date (as defined in Section 5 herein), (i) Wells Fargo Bank, National
                              ---------
Association (hereinafter referred to as the "New Lender") shall become a party
to the Credit Agreement (including any amendments thereto) and shall have the
rights and obligations of a Lender thereunder.

          2.2  The New Lender (i) confirms that it has received a copy of the
Credit Agreement and all amendments thereto, together with copies of such
financial statements and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to become a Lender
under the Credit Agreement, (ii) agrees that it will independently and without
reliance upon the Administrative Agent or any Lender other than itself, and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decision in taking or not taking action
under the Credit Agreement, (iii) acknowledges that neither the Administrative
Agent nor any Lender makes any representation or warranty nor does the
Administrative Agent or any Lender assume any responsibility with respect to (a)
any statements, warranties or representations made in or in connection with the
Credit Agreement or any other instrument or document furnished pursuant thereto
or (b) the financial condition of the Borrower or any other Loan Party, or the
performance or observance by the Borrower or any other Loan Party of any of
their Obligations under the Credit Agreement or any other instrument or document
furnished

                                      -25-
<PAGE>

pursuant thereto, (iv) appoints and authorizes the Administrative Agent to take
such action as its agent on its behalf and to exercise such powers under the
Credit Agreement as are delegated to the Administrative Agent by the terms
thereof, together with such powers as are reasonably incidental thereto, and (v)
agrees that it will perform in accordance with its terms all of the obligations
which, by the terms of the Credit Agreement, are required to be performed by it
as a Lender.

          2.3  (i)    The Borrower shall, simultaneously with the execution and
delivery of this Second Amendment, execute and deliver in favor of the New
Lender a Revolving Note (the "New Revolving Note"); substantially in the form of
Exhibit B to the Credit Agreement, in principal amount equal to the Revolving
---------
Commitment of the New Lender as set forth on Exhibit A annexed hereto.
                                             ---------

               (ii)   The Borrower shall, simultaneously with the execution and
delivery of this Second Amendment, execute and deliver in favor of each Lender,
excluding the New Lender, a Replacement Revolving Note (each a "Replacement
Revolving Note" and collectively the "Replacement Revolving Notes");
substantially in the form of Exhibit D hereto, in principal amount equal to the
                             ---------
Revolving Commitment of each such existing Lender as set forth in Exhibit A
                                                                  ---------
annexed hereto.

               (iii)  The Borrower shall, simultaneously with the execution and
delivery of this Second Amendment, execute and deliver in favor of each Lender,
including the New Lender, an Alternative Currency Revolving Note (each an
"Alternative Currency Revolving Note" and collectively the "Alternative Currency
Revolving Notes"); substantially in the form of Exhibit B hereto, in principal
                                                ---------
amount equal to the Alternative Currency Revolving Sub-Commitment of each such
existing Lender as set forth on Exhibit A annexed hereto.
                                ---------

          2.4  In order to effect the foregoing, the Lenders shall, on the
Effective Date, make appropriate adjustments among themselves in order that the
amount of Advances outstanding to the Borrower from any Lender under the Credit
Agreement is, in principal amount (as of the Effective Date), in the same
proportion to the outstanding aggregate principal amount of all Advances of the
respective type that such Lender's respective Commitment for such type of
Advances bears to the Aggregate Commitments for such Advances, after giving
effect to the amendments effected hereby. The Borrower agrees and consents to
the terms of this paragraph. Any and all costs associated with any breakage of
interest periods in order to effectuate the transactions contemplated by this
Second Amendment shall be borne by the Borrower.

Article III.  Consent
              -------

          3.1  The Administrative Agent and the Lenders grant to Borrower
specific transaction waivers of Section 7.07 of the Credit Agreement with
respect to (i) the 27,623 shares of stock of the Borrower acquired by the
Borrower during the month of November, 1998 for $214,078.25 and (ii) the 22,985
shares of stock of the Borrower acquired by the Borrower during the month of
October, 1999 for $177,135.63.

                                      -26-
<PAGE>

          3.2  The Administrative Agent and the Lenders grant to Borrower, for
sixty days (60) from the Effective Date hereof, a specific transaction waiver of
Section 7.06(a) of the Credit Agreement with respect to Borrower's Investment in
Foreign Subsidiaries in the aggregate amount of $5,000,000.

Article IV.  Representations and Warranties
             ------------------------------

          In order to induce the Lenders and the Administrative Agent to enter
into this Second Amendment, the Borrower and each of the other Loan Parties,
jointly and severally, represent and warrant to the Lenders and the
Administrative Agent that:

          4.1  As of the date hereof, and after giving effect to this Second
Amendment, no Default or Event of Default shall have occurred or be continuing.

          4.2  As of the date hereof and after giving effect to this Second
Amendment, each and every one of the representations and warranties set forth in
the Loan Documents shall be true, accurate and complete in all respects and with
the same effect as though made on the date hereof, and each shall hereby be
incorporated herein in full by reference as if restated herein in its entirety,
except for any representation or warranty limited by its terms to a specific
date and except for changes in the ordinary course of business which are not
prohibited by the Credit Agreement (as amended hereby) and which shall not,
either singly or in the aggregate, have a Material Adverse Effect.

          4.3  The execution, delivery and performance by (i) the Borrower of
this Second Amendment, the New Note, the Replacement Revolving Notes and the
Alternative Currency Revolving Notes and (ii) each other Loan Party of any Loan
Document to which it is a party, are within each such Loan Party's
organizational powers and have been duly authorized by all necessary corporate
action on the part of each such Loan Party. This Second Amendment, the New Note,
the Replacement Revolving Notes and the Alternative Currency Revolving Notes are
the legal, valid and binding obligations of the Borrower enforceable against the
Borrower in accordance with their terms and this Second Amendment is the legal,
valid and binding obligation of each Guarantor, enforceable against each
Guarantor in accordance with its terms.

          4.4  The execution, delivery and performance by (i) the Borrower of
this Second Amendment, the New Notes, the Replacement Revolving Notes and the
Alternative Currency Revolving Notes (ii) each other Loan Party of any Loan
Document and the consummation by the Borrower and each other Loan Party of the
transactions contemplated hereby shall not (a) conflict with or result in any
breach or violation of any provision of the certificate of incorporation or by-
laws of the Borrower or any other Loan Party, (b) result in any breach or
violation of, or constitute a default (or an event which, with notice or lapse
of time or both, would constitute a default) under, or result in the termination
of, or accelerate the performance required by, or result in the creation of a
Lien upon any of the properties or assets of the Borrower or any other Loan
Party under any of the terms, conditions or provisions of any note, bond,
mortgage, indenture, deed of

                                      -27-
<PAGE>

trust, license, lease agreement or other instrument or obligation to which the
Borrower or any other Loan Party is a party or to which any of its properties or
assets are subject, (c) require any consent, approval, authorization or permit
of, or filing with or notification to, any third party or any governmental,
judicial, administrative or regulatory authority of the United States or of any
state, local or foreign government or subdivision thereof (a "Governmental
Entity") or (d) violate any order, writ, injunction, decree, judgment, ruling,
law, statute, rule or regulation of any Governmental Entity.

Article V.  Conditions Precedent to the Effectiveness of this Second Amendment.
            -------------------------------------------------------------------

          The Amendments contemplated by Section 1 and Section 2 hereof are
                                         -----------------------
subject to the satisfaction of each of the following conditions precedent.  The
date on which all such conditions shall have been fulfilled to the satisfaction
of the Administrative Agent and the Required Lenders, and the date on which this
Second Amendment shall have become effective, shall be herein called the
"Effective Date".

          5.1  Second Amendment.  The Borrower shall have executed and delivered
               ----------------
to the Administrative Agent and each Lender an original counterpart of this
Second Amendment.

          5.2  New Revolving Note.  The Borrower shall have executed and
               ------------------
delivered to the New Lender the New Revolving Note.

          5.3  Replacement Revolving Notes.  The Borrower shall have executed
               ---------------------------
and delivered to each Lender, excluding the New Lender, a Replacement Revolving
Note.

          5.4  Alternative Currency Revolving Notes.  The Borrower shall have
               ------------------------------------
executed and delivered to the Lenders, including the New Lender, the Alternative
Currency Revolving Notes.

          5.5  Compliance with Terms.  The Borrower and each other Loan Party
               ---------------------
shall have complied in all respects with the terms hereof and of any other
agreement, document, instrument or other writing to be delivered by the Borrower
or such other Loan Party in connection herewith.

          5.6  Incumbency Certificates.  The Administrative Agent shall have
               -----------------------
received signature and incumbency certificates of the officers of the Borrower
and each Guarantor, certified as of the date hereof by its respective corporate
secretary or an assistant secretary.

          5.7  Resolutions.  The Administrative Agent shall have received
               -----------
resolutions of the Board of Directors of the Borrower authorizing and approving
the execution, delivery and performance of this Second Amendment, the New Note,
the Replacement Revolving Notes and the Alternative Currency Revolving Notes.

                                      -28-
<PAGE>

          5.8  No Default.  As of the date hereof, and after giving effect to
               ----------
this Second Amendment, no Default or Event of Default shall have occurred and be
continuing.

          5.9  Warranties.  The representations and warranties contained herein
               ----------
and in each other agreement, instrument, certificate or other writing delivered
to the Administrative Agent or any Lender pursuant hereto or to the Credit
Agreement shall be correct on and as of the date hereof after giving effect to
this Second Amendment as though made on and as of such date except to the extent
modified hereby.

          5.10  Amendment Fee.  The Borrower shall have paid an amendment fee in
                -------------
an amount equal to $5,000 to the Administrative Agent, for the pro rata account
of each Lender that timely executes and delivers its signature page evidencing
its agreement to this Amendment.

          5.11  Legal Fees.  The Borrower shall have paid all fees and expenses
                ----------
of Winston & Strawn, counsel to the Administrative Agent and to Fleet National
Bank, incurred in connection herewith;

          5.12  Other Documents.  The Administrative Agent shall have received,
                ---------------
in form and substance reasonably satisfactory to it, such other documents,
agreements and instruments as the Administrative Agent may reasonably request
for a transaction of the nature contemplated by this Second Amendment and all
proceedings in connection with the transactions contemplated by this Second
Amendment, and all documents incidental thereto shall be satisfactory to the
Administrative Agent.

Article VI.  Conditions Precedent to Borrower's Investment in A.C. Egerton
             -------------------------------------------------------------
             (Holdings) plc ("A.C. Egerton").
              ----------------------------

          The ability of the Borrower to make any Investment in A.C. Egerton
pursuant to Section 7.06(a) of the Credit Agreement is subject to the
satisfaction of each of the following conditions precedent before or
concurrently with the making of the Investment:

               (i)    The Administrative Agent shall have received on or before
the day of the initial Investment the following, each dated such day (unless
otherwise specified), in form and substance satisfactory to the Administrative
Agent and the Lenders, and in sufficient copies (except for the Intercompany
Note), for each Lender:

               (ii)   Intercompany Note.  A.C. Egerton, shall have executed and
                      -----------------
delivered to the Administrative Agent a promissory note, in form and substance
satisfactory to the Administrative Agent, issued by it and payable to the order
of the Borrower representing amounts advanced by the Borrower and duly endorsed
to the order of the Administrative Agent by the Borrower.

               (iii)  Amendment to Security Agreement.  The Borrower shall have
                      -------------------------------
executed and delivered to the Administrative Agent and each Lender an original

                                      -29-
<PAGE>

counterpart of an Amendment to the Security Agreement, dated as of May 1, 1998
(as amended) evidencing Borrower's pledge of the Intercompany Note.

               (iv)   Resolutions.  Certified copies of resolutions of the Board
                      -----------
of Directors of A.C. Egerton approving the execution of the Intercompany Note
and all documents evidencing other necessary corporate action and governmental
and other third party approvals and consents, if any, with respect to the
Intercompany Note.

               (v)    Incumbency Certificate.  A certificate of the Secretary of
                      ----------------------
A.C. Egerton certifying the names and true signature of the officers of A.C.
Egerton authorized to sign the Intercompany Note and each other Loan Document to
which it is or is to be party and the other documents to be delivered hereunder
and thereunder.

               (vi)   Opinion.  A satisfactory opinion of English counsel to
                      -------
A.C. Egerton to the extent requested by Administrative Agent, as to the
transactions (including the execution of the Intercompany Note) contemplated
hereby.

               (vii)  No Default.  There shall exist no Default or Event of
                      ----------
Default under any of the Loan Documents, and all legal matters incident to
Borrower's Investment in A.C. Egerton shall be satisfactory to counsel for the
Administrative Agent.

               (viii) Other Documents.  The Administrative Agent shall have
                      ---------------
received such other approvals, opinions or documents as any appropriate Lender
through the Administrative Agent may reasonably request, and all legal matters
incident to the making of such Investment shall be satisfactory to counsel for
the Administrative Agent.

Article VII.  Reference to and Effect Upon the Credit Agreement.
              --------------------------------------------------

          7.1  Effect.  The Credit Agreement, the Collateral Documents and all
               ------
agreements, instruments and documents executed and delivered in connection with
any of the foregoing, shall each be deemed amended hereby to the extent
necessary, if any, to give effect to the provisions of this Second Amendment.

          7.2  No Waiver; References.  The execution, delivery and effectiveness
               ---------------------
of this Second Amendment shall not operate as a waiver of any right, power or
remedy of the Administrative Agent or any Lender under the Credit Agreement, nor
constitute a waiver of any provision of the Credit Agreement, except as
specifically set forth herein. Upon the effectiveness of this Second Amendment,
each reference in:

               (i)    the Credit Agreement to "this Agreement", "hereunder",
"hereof", "herein" or words of similar import shall mean and be a reference to
the Credit Agreement as amended hereby;

               (ii)   the other Loan Documents to the "Credit Agreement" shall
mean and be a reference to the Credit Agreement as amended hereby;

                                      -30-
<PAGE>

               (iii)  the Loan Documents to the "Loan Documents" shall be deemed
to include this Second Amendment;

               (iv)   the Loan Documents to "Notes" shall be deemed to include,
without limitation, the New Note; the Replacement Revolving Notes and the
Alternative Currency Revolving Notes; and

               (v)    the Loan Documents or any other agreement, instrument or
document executed and delivered in connection therewith to the "Revolving
Advances" or "Advances" (or any other term or terms used in any of such
documents to describe or refer to Advances made by the Lenders to the Borrower
under the Credit Agreement) shall be deemed to additionally refer to Advances
made by the New Lender to the Borrower pursuant to the Credit Agreement as
amended hereby.

Article VIII.  Miscellaneous.
               --------------

          8.1  Continuing Effectiveness of Credit Agreement.  Except as
               --------------------------------------------
specifically amended hereby, the Credit Agreement and the other Loan Documents
shall remain in full force and effect in accordance with their terms and are
hereby ratified and confirmed.

          8.2  Headings.  Section headings in this Second Amendment are included
               --------
herein for convenience of reference only and shall not constitute a part of this
Second Amendment for any other purposes.

          8.3  Law.  THIS SECOND AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
               ---
AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.

          8.4  Successors.  This Second Amendment shall be binding upon the
               ----------
Borrower, the other Loan Parties, the Lenders and the Administrative Agent and
their respective successors and assigns, and shall inure to the benefit of the
Borrower, the other Loan Parties, the Lenders and the Administrative Agent and
the successors and assigns of the Lenders and the Administrative Agent.

          8.5  Modification.  No modification or waiver of or with respect to
               ------------
any provisions of this Second Amendment and all other agreements, instruments
and documents delivered pursuant hereto or thereto, nor consent to any departure
by the Administrative Agent or the Lenders from any of the terms or conditions
thereof, shall in any event be effective unless it shall be in writing and
executed in accordance with the provisions of the Credit Agreement, and then
such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given. No consent to or demand on the Borrower in
any case shall, of itself, entitle it to any other or further notice or demand
in similar or other circumstances. This Second Amendment, together with the
Credit Agreement, as amended, embodies the entire agreement and

                                      -31-
<PAGE>

understanding among the Borrower, the Administrative Agent and the Lenders and
supersedes all prior agreements and understandings relating to the subject
matter hereof.

          8.6  Severability.  The provisions of this Second Amendment are
               ------------
severable, and if any clause or provision shall be held invalid or unenforceable
in whole or in part in any jurisdiction, then such invalidity or
unenforceability shall affect only such clause or provision, or part thereof, in
such jurisdiction and shall not in any manner affect such clause or provision in
any other jurisdiction, or any other clause or provision of this Second
Amendment in any jurisdiction.

          8.7  Execution in Counterparts.  This Second Amendment may be executed
               -------------------------
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute one and the same
instrument.


                                 *     *     *

                                      -32-
<PAGE>

          IN WITNESS WHEREOF, each of the parties hereto has caused this Second
Amendment to the Credit Agreement to be duly executed as of the date first above
written.

                                  CHANNELL COMMERCIAL CORPORATION

                                  By /s/ Gary W. Baker
                                    ----------------------------------------
                                  Name:  Gary W. Baker
                                  Title: Chief Financial Officer

                                  FLEET NATIONAL BANK
                                  as Agent and a Lender

                                  By /s/ Pauline So
                                     ---------------------------------------
                                  Name:  Pauline So
                                  Title: Assistant Vice President

                                  WELLS FARGO BANK, NATIONAL ASSOCIATION
                                  as a Lender

                                  By /s/ Alva Diaz
                                     ---------------------------------------
                                  Name:  Alva Diaz
                                  Title: Vice President