PLEDGE AGREEMENT


     PLEDGE  AGREEMENT,  dated as of April __, 1998, made by AMERICAN  BUILDINGS
COMPANY,  a Delaware  corporation (the "Pledgor"),  to CANADIAN IMPERIAL BANK OF
COMMERCE (the  "Agent"),  in connection  with the  Reimbursement  Agreement,  as
hereinafter defined.

                              W I T N E S S E T H:

     WHEREAS,  the  Industrial  Development  Authority  of  Mecklenburg  County,
Virginia (the  "Issuer")  has issued its  Industrial  Development  Revenue Bonds
(American  Buildings  Company  Project)  Series  1994 (the  "Bonds")  under that
Indenture  of Trust dated as of December 1, 1994 (the  "Indenture")  between the
Issuer  and   NationsBank  of  Virginia,   N.A.   ("NationsBank"),   as  trustee
(NationsBank or any successor to NationsBank as trustee under the Indenture, the
"Trustee");

     WHEREAS, the Indenture provides for the purchase of the Bonds under certain
circumstances  as set forth in Sections 4.06 and 4.07 of the Indenture  from the
holders thereof;

     WHEREAS,  the Agent  has,  at the  request  of and for the  account  of the
Pledgor,  issued its  irrevocable  letter of credit (the  "Letter of Credit") to
support payments on and purchases of the Bonds and to replace an existing letter
of credit issued by La Salle  National  Bank in connection  with the issuance of
the Bonds;

     WHEREAS,  the  obligations of the Pledgor to reimburse the Agent, as Agent,
are provided under and pursuant to the terms of a Credit Agreement,  dated as of
December 4, 1997 (as amended,  supplemented  or otherwise  modified from time to
time,  the  "Reimbursement  Agreement"),  among the Pledgor,  as  borrower,  the
lenders from time to time parties thereto (the "Lenders") and Canadian  Imperial
Bank of Commerce,  as  Administrative  Agent.  The proceeds of certain  drawings
under the Letter of Credit may be used, inter alia, to pay the purchase price of
any Bonds tendered for purchase  pursuant to the Indenture (to the extent moneys
drawn under the Letter of Credit are used to purchase any such Bonds, such Bonds
are hereinafter referred to as the "Bank Bonds"); and

     WHEREAS,  it is a  condition  precedent  to the  issuance  of the Letter of
Credit that the Pledgor shall have executed and delivered this Pledge  Agreement
to the Agent.

     NOW, THEREFORE, in consideration of the premises and in order to induce the
Agent  to  issue  the  Letter  of  Credit  and  for  other  good  and   valuable
consideration,  receipt  of which is hereby  acknowledged,  the  Pledgor  hereby
agrees with the Agent as follows:

     1. Defined Terms.  Unless  otherwise  defined herein,  terms defined in the
Indenture shall have such defined meanings when used herein.

     2. Pledge. The Pledgor hereby (a) pledges, assigns, hypothecates, transfers
and delivers to the Agent,  for its benefit and the benefit of the Lenders,  all
its right,  title and interest in and to the Bank Bonds, as the same may be from
time to time delivered to the Trustee,  the Remarketing  Agent, the Tender Agent
or the Company  pursuant to the  Indenture  and (b) hereby grants to the Agent a
first lien on, and first security interest in, its right,  title and interest in
and to the Bank Bonds,  the interest thereon and all proceeds  thereof,  in each
case as collateral  security for the 



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prompt and  complete  payment  when due of all amounts  due with  respect to the
obligations  of the  Pledgor  with  respect to the Letter of Credit  (including,
without limitation, all reimbursement obligations, interest accruing thereon and
any other amounts owing thereunder or in connection therewith; all the foregoing
being hereinafter called the "Obligations").

     3.  Covenants.  The  Pledgor  covenants  and agrees  with the Agent and the
Lenders (as defined in the  Reimbursement  Agreement)  that,  from and after the
date of this Pledge  Agreement until this Pledge Agreement is terminated and the
security interests created hereby are released:

     (a) If, while this Pledge Agreement is in effect,  the Pledgor shall become
entitled to receive or shall  receive any  principal  or interest  payment  with
respect to the Bank Bonds,  the Pledgor agrees to accept the same as the Agent's
agent and to hold the same in trust on behalf  of the Agent and to  deliver  the
same forthwith to the Agent.  All sums of money so paid with respect to the Bank
Bonds which are  received by the Pledgor and paid to the Agent shall be credited
against the  obligations  of the Pledgor to the Agent with respect to the Letter
of Credit.

     (b) The Pledgor shall maintain any security interest created by this Pledge
Agreement  as a first,  perfected  security  interest  and  shall  defense  such
security interest against claims and demands of all Persons  whomsoever.  At any
time and from time to time,  upon the written  request of the Agent,  and at the
sole expense of the Pledgor,  the Pledgor will,  or will cause the Trustee,  the
Remarketing  Agent or Tender  Agent to (as the case may be),  promptly  and duly
execute and deliver such further instruments and documents and take such further
actions as the Agent may  reasonably  request for the  purposes of  obtaining or
preserving  the full  benefits  of this Pledge  Agreement  and of the rights and
powers  herein  granted,  including,  without  limitation,  instructions  to the
Depository  Trust Company to register the Agent as the pledgee of any Bank Bonds
(which  registration  shall not be changed  without the prior written consent of
the Agent).  If any amount  payable under or in  connection  with any Bank Bonds
shall be or become evidenced by any promissory note, other instrument or chattel
paper, such note,  instrument or chattel paper shall be immediately delivered to
the Agent, duly endorsed in a manner reasonably satisfactory to the Agent, to be
held as collateral pursuant to this Pledge Agreement.

     (c) The  Borrower  shall pay,  and save the Agent and the Lenders  harmless
from,  any and all  liabilities  with respect to, or resulting from any delay in
paying, any and all stamp,  excise, sales or other taxes which may be payable or
determined  to be payable with respect to any Bank Bonds or in  connection  with
any of the transactions contemplated by this Pledge Agreement.

     4.  Release of Bank  Bonds.  Upon a  remarketing  of the Bank Bonds (or any
portion  thereof)  and receipt by the Agent of notice from the Tender Agent that
the Tender Agent has received the proceeds of such  remarketing  for the benefit
of the Agent in accordance with the provisions of Section 6.18 of the Indenture,
the Agent agrees to release from the lien of this Pledge  Agreement  and deliver
to the  Remarketing  Agent or the Pledgor,  as appropriate  under the Indenture,
such Bank Bonds (or such  portion  thereof)  for resale in  accordance  with the
Indenture in an amount equal to the principal amount of such Bank Bonds together
with interest accrued from the date to which interest has been paid.

     5.  Rights of the  Agent.  The Agent  shall not be liable  for  failure  to
collect or realize upon the Obligations or any collateral  security or guarantee
therefor,  or any part  thereof,  or for any  delay in so doing  nor shall it be
under any obligation to take any action  whatsoever with

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regard  thereto.  If an  Event  of  Default  (as  defined  in the  Reimbursement
Agreement) has occurred and is  continuing,  the Agent may  thereafter,  without
notice, exercise all rights,  privileges or options pertaining to any Bank Bonds
as if it were the absolute owner  thereof,  upon such terms and conditions as it
may determine,  all without  liability  except to account for property  actually
received  by it,  but the  Agent  shall  have no  duty  to  exercise  any of the
aforesaid  rights,  privileges  or options and shall not be  responsible  to the
Pledgor for any failure to do so or delay in so doing.

     6. Remedies.  In the event that the Obligations  have been declared due and
payable pursuant to the Reimbursement  Agreement,  the Agent,  without demand of
performance  or other  demand,  advertisement  or notice of any kind (except the
notice  specified  below of time and place of public or private sale) to or upon
the Pledgor or any other person (all and each of which  demands,  advertisements
and/or notices are hereby expressly  waived),  may forthwith  collect,  receive,
appropriate and realize upon the Bank Bonds, or any portion thereof,  and/or may
forthwith sell, assign, give option or options to purchase,  contract to sell or
otherwise dispose of and deliver said Bank Bonds, or any portion thereof, in one
or more parcels at public or private sale or sales,  at any  exchange,  broker's
board  or at any of the  Agent's  offices  or  elsewhere  upon  such  terms  and
conditions  as it may deem  advisable  and at such  prices as it may in its sole
discretion  deem  best,  for cash or on credit or for  future  delivery  without
assumption of any credit risk, with the right to the Agent upon any such sale or
sales,  public or  private,  to  purchase  the whole or any portion of said Bank
Bonds so sold,  free of any right or equity of redemption in the Pledgor,  which
right or equity is hereby  expressly  waived or released;  provided,  that it is
understood  that any such  sale of any Bank  Bonds  shall  constitute  a release
thereof  for  purposes  of the Letter of Credit to the extent of such sale.  The
Agent shall apply the net proceeds of any such  collection,  recovery,  receipt,
appropriation,  realization or sale,  after  deducting all reasonable  costs and
expenses of every kind incurred therein or incidental to the care,  safekeeping,
sale,  disposition  or  otherwise  of  any  and  all  of the  Bank  Bonds  or in
enforcement  of  the  rights  of  the  Agent  hereunder,   including  reasonable
attorney's fees and legal expenses,  to the payment, in whole or in part, of the
Obligations in such order as the Agent may elect,  the Pledgor  remaining liable
for any deficiency  remaining unpaid after such  application,  and only after so
applying  such net  proceeds  and  after the  payment  by the Agent of any other
amount  required  to be  paid  by  any  provision  of  law,  including,  without
limitation,  Section  9-504(1)(c) of the Uniform Commercial Code of the State of
New York,  need the Agent account for the surplus,  if any, to the Pledgor.  The
Pledgor  agrees  that the Agent need not give more than ten days'  notice of the
time and place of any public sale or of the time after  which a private  sale or
other  intended  disposition is to take place and that such notice is reasonable
notification of such matters. No notification need be given to the Pledgor if it
has signed  after  default a  statement  renouncing  or  modifying  any right to
notification  of sale or other intended  disposition.  In addition to the rights
and remedies  granted to it in this Pledge Agreement and in any other instrument
or agreement  securing,  evidencing or relating to any of the  Obligations,  the
Agent  shall have all the  rights  and  remedies  of a secured  party  under the
Uniform  Commercial Code of the State of New York. The Pledgor further agrees to
waive and agrees not to assert any  rights or  privileges  which it may  acquire
under Section 9-112 of the Uniform  Commercial Code of the State of New York and
the Pledgor  shall be liable for the  deficiency  if the proceeds of any sale or
other disposition of the Bank Bonds are insufficient to pay all amounts to which
the Agent is  entitled,  including,  without  limitation,  the  fees,  costs and
expenses of any attorneys employed by the Agent to collect such deficiency.

     7.  Representations,  Warranties and Covenants of the Pledgor.  The Pledgor
represents  and warrants  that:  (a) on the date of delivery to the Agent of any
Bank Bonds  described  herein,  neither  the  Pledgor,  nor,  to the best of the
Pledgor's knowledge,  the Issuer, the Remarketing Agent, the Tender Agent or the
Trustee will have any right,  title or interest in and to the Bank Bonds (except
as provided in the  Indenture);  (b) it has,  and on the date of delivery to the
Agent of any Bank

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Bonds will have,  full  power,  authority  and legal  right to pledge all of its
right,  title and  interest  in and to the Bank Bonds  pursuant  to this  Pledge
Agreement;  (c) this Pledge  Agreement  has been duly  authorized,  executed and
delivered by the Pledgor and constitutes a legal,  valid and binding  obligation
of  the  Pledgor   enforceable   in  accordance   with  its  terms,   except  as
enforceability  may be  limited  by  bankruptcy,  insolvency,  or  similar  laws
affecting creditors' rights generally or by equitable principles; (d) no consent
of any other party (including, without limitation, creditors of the Pledgor) and
no consent,  license, permit, approval or authorization of, exemption by, notice
or report to, or  registration,  filing or declaration  with,  any  governmental
authority,  domestic  or  foreign,  is required to be obtained by the Pledgor in
connection with the execution, delivery or performance of this Pledge Agreement;
(e) the execution,  delivery and  performance of this Pledge  Agreement will not
violate any  provision  of any  applicable  law or  regulation  or of any order,
judgment,  writ,  award or  decree  of any  court,  arbitrator  or  governmental
authority,  domestic or foreign, or of any mortgage, indenture, lease, contract,
or other agreement, instrument or undertaking to which the Pledgor is a party or
which  purports  to be binding  upon the Pledgor or upon its assets and will not
result in the creation or imposition of any lien,  charge or  encumbrance  on or
security  interest in any of the assets of the Pledgor except as contemplated by
this Pledge Agreement; and (f) the pledge,  assignment and delivery of such Bank
Bonds pursuant to this Pledge  Agreement will create a valid first lien on and a
perfected first priority  security interest (subject only to the satisfaction of
the prerequisites for perfection) in all right, title or interest of the Pledgor
in or to such Bank Bonds, and the proceeds thereof,  subject to no prior pledge,
lien, mortgage, hypothecation,  security interest, charge, option or encumbrance
or to any agreement  purporting to grant to any third party a security  interest
in the property or assets of the Pledgor which would include the Bank Bonds. The
Pledgor  covenants and agrees that it will defend the Agent's  right,  title and
security  interest in and to the Bank Bonds and the proceeds thereof against the
claims and demands of any party whatsoever.

     8. No  Disposition,  etc.  Without the prior  written  consent of the Agent
(which  consent  may only be given  if such  Bank  Bonds  have  previously  been
released from the lien of this Pledge  Agreement  pursuant to Section 4 hereof),
the  Pledgor  agrees  that it will not  sell,  assign,  transfer,  exchange,  or
otherwise  dispose of, or grant any option with respect to, the Bank Bonds,  nor
will  it  create,   incur  or  permit  to  exist  any  pledge,  lien,  mortgage,
hypothecation,  security interest,  charge, option or any other encumbrance with
respect to any of the Bank  Bonds,  or any  interest  therein,  or any  proceeds
thereof,  except for the lien and security  interest provided for by this Pledge
Agreement and sale of the Bank Bonds pursuant to the Indenture.

     9.  Agent's  Appointment  as  Attorney-in-Fact.   (a)  The  Pledgor  hereby
irrevocably  constitutes  and appoints the Agent and any officer or agent of the
Agent, with full power of substitution,  as its true and lawful attorney-in-fact
with full irrevocable  power and authority in the place and stead of the Pledgor
and in the name of the Pledgor or in the Agent's own name,  from time to time in
the Agent's discretion, for the purpose of carrying out the terms of this Pledge
Agreement,  to take any and all  appropriate  action and to execute  any and all
documents and instruments  which may be necessary or desirable to accomplish the
purposes of this Pledge Agreement,  including, without limitation, any financing
statements, endorsements, assignments or other instruments of transfer.

     (b) The Pledgor hereby  ratifies all that said attorneys  shall lawfully do
or cause to be done  pursuant to the power of attorney  granted in Section  9(a)
hereof.  All  powers,  authorizations  and  agencies  contained  in this  Pledge
Agreement  are coupled  with an interest and are  irrevocable  until this Pledge
Agreement is terminated and the security interests created hereby are released.

     10.  Duty of Agent.  The  Agent's  sole duty with  respect to the  custody,

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safekeeping and physical preservation of the Bank Bonds in its possession, under
Section  9- 207 of the Code or  otherwise,  shall be to deal with it in the same
manner as the Agent  deals with  similar  securities  and  property  for its own
account,  except that the Agent shall have no  obligation to invest any funds it
may receive in respect of the Bank Bonds.  Neither the Agent, any Lender nor any
of their respective directors, officers, employees or agents shall be liable for
failure  to demand,  collect  or  realize  upon any of the Bank Bonds or for any
delay in doing so or shall be under any obligation to sell or otherwise  dispose
of any Bank Bonds upon the request of the Pledgor or any other Person or to take
any other action whatsoever with regard to the Bank Bonds or any part thereof.

     11.  Authority  of Agent.  The  Pledgor  acknowledges  that the  rights and
responsibilities  of the Agent under this Pledge  Agreement  with respect to any
action  taken by the Agent or the exercise or  non-exercise  by the Agent of any
right or remedy  provided  for herein or resulting or arising out of this Pledge
Agreement  shall,  as between  the Agent and the  Lenders,  be  governed  by the
Reimbursement Agreement and by such other agreements with respect thereto as may
exist from time to time among them,  but, as between the Agent and the  Pledgor,
the Agent shall be  conclusively  presumed to be acting as agent for the Lenders
with full and valid authority so to act or refrain from acting,  and the Pledgor
shall  not be  under  any  obligation,  or  entitlement,  to  make  any  inquiry
respecting such authority.

     12. Further  Assurances.  The Pledgor agrees that at any time and from time
to time upon the  written  request of the Agent,  the Pledgor  will  execute and
deliver such further  documents and do such further acts and things as the Agent
may reasonably request in order to effect the purposes of this Pledge Agreement.

     13.  Severability.   Any  provision  of  this  Pledge  Agreement  which  is
prohibited or unenforceable in any jurisdiction  shall, as to such jurisdiction,
be ineffective to the extent of such  prohibition  or  unenforceability  without
invalidating  the  remaining  provisions  hereof,  and any such  prohibition  or
unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable such provision in any other jurisdiction.

     14. No Waiver; Remedies Cumulative.  The Agent shall not by any act, delay,
omission  or  otherwise  be deemed to have  waived any of its rights or remedies
hereunder  and no waiver shall be valid unless in writing,  signed by the Agent,
and then only to the  extent  therein  set  forth.  A waiver by the Agent of any
right or remedy hereunder on any one occasion shall not be construed as a bar to
any right or remedy which the Agent would otherwise have on any future occasion.
No failure to exercise nor any delay in exercising on the part of the Agent, any
right,  power or privilege  hereunder,  shall operate as a waiver  thereof;  nor
shall any single or partial exercise of any right, power or privilege  hereunder
preclude  any other or further  exercise  thereof or the  exercise  of any other
right,  power  or  privilege.  The  rights  and  remedies  herein  provided  are
cumulative and may be exercised singly or concurrently, and are not exclusive of
any rights or remedies provided by the operative  documents  (including  without
limitation,  this  Pledge  Agreement,  the Letter of Credit,  the  Reimbursement
Agreement  and  the  other  Loan  Documents  (as  defined  in the  Reimbursement
Agreement)) or by law.

     15. Waivers, Amendments; Applicable Law. None of the terms or provisions of
this Pledge Agreement may be waived,  altered,  modified or amended except by an
instrument in writing,  duly executed by the Agent and the Pledgor.  This Pledge
Agreement and all obligations of the Pledgor hereunder shall be binding upon the
successors and assigns of the Pledgor,  and shall,  together with the rights and
remedies  of the  Agent  hereunder,  inure to the  benefit  of the Agent and its
successors  and  assigns.  This Pledge  Agreement  shall be governed  by, and be
construed and interpreted in accordance with, the laws of the State of New York.

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     IN WITNESS WHEREOF, the Pledgor has caused this Pledge Agreement to be duly
executed and delivered under seal on the day and year first above written.

                                  AMERICAN BUILDINGS COMPANY


                                  By: /s/________________________________
                                      Name: _____________________________
                                      Title: ____________________________


Accepted by:

CANADIAN IMPERIAL BANK OF COMMERCE,
as Administrative Agent under the Credit Agreement

By:  CIBC OPPENHEIMER CORP., as Agent


         By:       /s/____________________________
         Name:     _______________________________
         Title:    _______________________________