SECOND AMENDMENT


     SECOND  AMENDMENT,  dated as of March 10, 1999 (this  "Amendment"),  to the
Credit  Agreement,  dated as of  December  4,  1997  (as  amended  by the  First
Amendment and Release thereto, dated as of December 15, 1997 and this Amendment,
and as the same may be further amended,  supplemented or otherwise modified from
time to time, the "Credit  Agreement"),  among  AMERICAN  BUILDINGS  COMPANY,  a
Delaware  corporation  (the  "Borrower"),  the several banks and other financial
institutions  or entities from time to time parties  thereto (the "Lenders") and
CANADIAN IMPERIAL BANK OF COMMERCE,  as administrative  agent (in such capacity,
the "Administrative Agent").


                              W I T N E S S E T H:


     WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make,
and have made, certain loans and other extensions of credit to the Borrower; and

     WHEREAS,  the Borrower has  requested,  and, upon this  Amendment  becoming
effective,  the Lenders  have  agreed,  that  certain  provisions  of the Credit
Agreement be amended in the manner provided for in this Amendment;

     NOW,  THEREFORE,  the parties hereto hereby agree as follows:  

     1. Defined  Terms.  Terms  defined in the Credit  Agreement and used herein
shall have the meanings given to them in the Credit Agreement.

     2.  Amendment  to  Subsection  7.6.  Subsection  7.6 is hereby  amended  by
deleting  clause (ii) of such  subsection  in its entirety and inserting in lieu
thereof the following:

     (ii) the Borrower may  repurchase  shares of its common stock so long as no
     Default or Event of Default  shall have occurred and be continuing or would
     result  therefrom  and so long as the  aggregate  amount  thereof  does not
     exceed  $20,000,000  during  the  period  from the  Closing  Date until the
     Revolving Credit Termination Date.

     3. Conditions to  Effectiveness.  This Amendment shall become  effective on
the date on which the following  conditions precedent are satisfied (the "Second
Amendment Effective Date"):


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          (a) The Borrower,  the Subsidiary  Guarantors and the Required Lenders
     shall have duly executed and delivered this Amendment to the Administrative
     Agent. 

          (b) No  Default  or  Event  of  Default  shall  have  occurred  and be
     continuing on such date of or after giving effect to this Amendment.

          (c) The  representations  and  warranties  made by the Borrower in the
     Credit Agreement are true and correct in all material respects on and as of
     the date hereof,  after giving effect to this Amendment,  as if made on and
     as of the date hereof.

     4. No Other Amendments; Confirmation. Except as expressly amended, modified
and  supplemented  hereby,  the provisions of the Credit Agreement are and shall
remain in full force and effect. The amendments  provided for herein are limited
to the specific  subsections of the Credit Agreement  specified herein and shall
not  constitute  a consent,  waiver or  amendment  of, or an  indication  of the
Administrative  Agent's  or the  Lenders'  willingness  to consent to any action
requiring  consent under,  any other  provisions of the Credit  Agreement or the
same subsection for any other date or time period.

     5. Expenses.  The Borrower  agrees to pay and reimburse the  Administrative
Agent for all its  reasonable  out-of-pocket  costs  and  expenses  incurred  in
connection  with the  development,  preparation,  execution and delivery of this
Amendment,  including, without limitation, the reasonable fees and disbursements
of counsel to the Administrative Agent.

     6.  Counterparts.  This  Amendment  may be  executed  by one or more of the
parties to this  Amendment  on any number of separate  counterparts,  and all of
said counterparts  taken together shall be deemed to constitute one and the same
instrument.  This  Amendment may be delivered by facsimile  transmission  of the
relevant signature pages hereof.

     7.  GOVERNING  LAW. THIS  AMENDMENT AND THE RIGHTS AND  OBLIGATIONS  OF THE
PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.



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     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
duly executed and delivered by their proper and duly  authorized  officers as of
the day and year first above written.


AMERICAN BUILDINGS COMPANY


By: /s/___________________________                 
Title:



CANADIAN IMPERIAL BANK OF COMMERCE,      as Administrative Agent

By: CIBC OPPENHEIMER CORP., as agent


By: /s/___________________________                 
Title:



CIBC INC., as a Lender

By: CIBC OPPENHEIMER CORP., as agent


By: /s/___________________________                 
Title:



BANKERS TRUST COMPANY, as a Lender


By: /s/___________________________                 
Title:



FIRST UNION NATIONAL BANK, as a Lender


By: /s/___________________________                 
Title:


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FLEET CAPITAL CORPORATION, as a Lender


By: /s/___________________________                 
Title:



SOUTHTRUST BANK, NATIONAL ASSOCIATION, as a Lender


By: /s/___________________________                 
Title:



SUNTRUST BANK, ATLANTA, as a Lender


By: /s/___________________________                 
Title:



Acknowledged and consented to by:

ABC TRANSPORTATION COMPANY

ABC BROKERAGE CO.

ABC RESIDENTIAL COMPANY

AMERICAN BUILDINGS COMPANY
 INTERNATIONAL, INC.

AMT/BEAMAN CORPORATION

GLOBAL MODULAR, INC.

WINDSOR DOOR, INC.


By: /s/___________________________
      Title: