EXECUTION COUNTERPART
     
     
     
                    AMENDMENT AGREEMENT
                              
     
          This AMENDMENT AGREEMENT (this "Agreement" or this
     "Amendment"), dated as of December 31, 1995, is entered into by and
     among DRAVO CORPORATION, a Pennsylvania corporation ("Dravo"), DRAVO
     LIME COMPANY, a Delaware corporation ("Lime"), DRAVO BASIC MATERIALS
     COMPANY, INC., an Alabama corporation ("Basic", together with Lime
     referred to herein as the "Companies"), FIRST ALABAMA BANK, a
     subsidiary of Regions Financial Corporation ("FAB"), PNC BANK,
     NATIONAL ASSOCIATION (formerly known as Pittsburgh National Bank)
     ("PNC"), BANK OF AMERICA ILLINOIS (formerly known as Continental
     Bank and Continental Bank N.A.) ("BAI"; FAB, PNC and BAI
     collectively referred to herein as "Banks"), THE PRUDENTIAL
     INSURANCE COMPANY OF AMERICA ("Prudential" and the Banks
     collectively referred to as "Lenders" and each a "Lender"), and FAB,
     as agent for the Banks (in such capacity, together with its
     successors and assigns, the "Agent") and BAI, as documentation agent
     for the Banks (in such capacity, together with its successors and
     assigns, the "Documentation Agent").
     
     
                 PRELIMINARY STATEMENTS
     
          (1)  The Companies, Dravo and the Lenders have entered into
     an Override Agreement, dated as of January 21, 1992, as amended by
     the First Amendment to Override Agreement, dated March 10, 1993, the
     Second Amendment to Override Agreement, dated as of March 7, 1994,
     the Amendment Agreement, dated as of August 1, 1994 and the
     Amendment Agreement, dated as of January 3, 1995 (as so amended, the
     "Override Agreement").  In addition, the Companies, the Agent and
     the Lenders have entered into an Amended and Restated Revolving
     Credit Agreement, dated as of January 21, 1992, as amended by the
     First Amendment to Amended and Restated Revolving Credit Agreement,
     dated as of March 7, 1994, by the Amendment Agreement dated as of
     August 1, 1994 and the Amendment Agreement dated as of January 3,
     1995 (as so amended, the "Revolving Credit Agreement").  Capitalized
     terms used but not defined herein shall have the meanings assigned
     to such terms in the Override Agreement, as amended hereby.
     
          (2)  The parties hereto desire to amend the Revolving Credit
     Agreement, the Override Agreement and certain other Operative
     Documents to reflect certain covenant changes, among other things.
     
          NOW, THEREFORE, in consideration of the premises, the parties
     hereto agree as follows:
     
     
                       ARTICLE I
     
         FIFTH AMENDMENT TO OVERRIDE AGREEMENT
     
          SECTION 1.01.  Amendments to Override Agreement.  The
     Override Agreement shall be, effective as of the date hereof and
     subject to the satisfaction of the conditions precedent set forth in
     Section 4.01 hereof, amended as follows:
     
          (a)  Amendments to Article IV.  Article IV shall be amended
     as follows:
     
               (i)  Section 4.01(a) is amended by deleting the word
               "and" and the semicolon following clause (viii), adding a
               period at the end of clause (viii), and deleting in its
               entirety the following clause (ix):
     
                    "(ix)     promptly upon receipt or transmission
                    thereof, a copy of each report (financial or
                    otherwise), notice (including, without limitation, any
                    notice disclosing any default), certificate or
                    statement received or provided by it or any of its
                    Subsidiaries pursuant to any Transaction Document, to
                    the extent not provided to the Lenders by any Dravo
                    Party pursuant to clauses (i) through (viii) above."
     
               (ii) Section 4.01(b) is amended by deleting in its
               entirety the phrase "(other than Lime SPV)" in each place in
               which it appears therein;
     
               (iii)     Section 4.01(b) is further amended by deleting
               in its entirety the following sentences at the end thereof:
     
               "The inspection rights of the Lenders with respect to
                    Lime SPV shall be governed by the Master Common
                    Facilities Agreement as in effect on the Initial
                    Funding Date.  Each of the Dravo Parties further
                    covenants that, so long as a Lender shall hold any
                    Note or Notes or any Secured Obligation shall remain
                    outstanding, it will permit one of the Lenders and its
                    representatives to perform an annual collateral audit
                    with respect to the Collateral, at the expense of the
                    Dravo Parties, which collateral audit shall be
                    conducted in accordance with such Lender's then
                    existing practices and procedures relating to
                    collateral audits."
     
               (iv) Section 4.01(d) is amended by deleting in its
               entirety the parenthetical phrase "(other than Lime SPV, the
               SPV General Partner and the SPV Limited Partner)".
     
               (v)  Section 4.01(e) is amended by deleting in its
               entirety the parenthetical phrase "(other than Lime SPV, the
               SPV General Partner and the SPV Limited Partner)".
     
               (vi) Section 4.01(f) is amended by deleting in its
               entirety the parenthetical phrase "(other than Lime SPV, the
               SPV General Partner and the SPV Limited Partner)".
     
               (vii)     Section 4.01(g) is amended by deleting in its
               entirety the parenthetical phrase "(other than Discontinued
               Subsidiaries, Lime SPV, the SPV General Partner and the SPV
               Limited Partner)" in each place in which it appears therein
               and substituting therefor in each case the new parenthetical
               phrase "(other than Discontinued Subsidiaries)".
     
               (viii)    Section 4.01(h) is amended by deleting in
               its entirety the parenthetical phrase "(other than Lime SPV,
               the SPV General Partner and the SPV Limited Partner)".
     
               (ix) Section 4.01(l) is amended by deleting in its
               entirety the parenthetical phrase "(other than any
               properties acquired by Lime SPV for use in the Project)".
     
               (x)  Section 4.01 is amended by deleting in its
               entirety each of the following subsections (m), (n), (o),
               (p), (q), (r) and (s) and relettering subsections (t), (u),
               (v), (w) as (m), (n), (o) and (p), respectively.
     
                    "(m)  Direct Ownership of Lime SPV, the SPV
                    General Partner and the SPV Limited Partner.  Lime
                    shall maintain direct 100% ownership of all capital
                    stock (other than the Class B Common Stock of the SPV
                    General Partner) of the SPV General Partner and the
                    SPV Limited Partner, and shall cause the SPV General
                    Partner and the SPV Limited Partner to maintain direct
                    100% ownership of all of the partnership interests of
                    Lime SPV.
     
                    (n)  Lime SPV, SPV General Partner and SPV
                    Limited Partner Organizational Documents.  Lime shall
                    not, without the prior written consent of the Lenders,
                    permit Lime SPV, the SPV General Partner and the SPV
                    Limited Partner to amend, supplement, replace, restate
                    or otherwise modify any of the organizational
                    documents of such Person, including, without
                    limitation, (i) the limited partnership agreement and
                    certificate of limited partnership of Lime SPV and
                    (ii) the articles of incorporation of the SPV General
                    Partner and the SPV Limited Partner.
     
                    (o)  Issuance of Additional Capital Stock by
                    the SPV General Partner and the SPV Limited Partner. 
                    Except for (i) one share of Class B Common Stock
                    issued by the SPV General Partner to PruPower and (ii)
                    any shares of capital stock issued by the SPV General
                    Partner and the SPV Limited Partner to Lime on or
                    before the Initial Funding Date, Lime shall not permit
                    the SPV General Partner or the SPV Limited Partner to
                    issue, sell or otherwise dispose of (either directly,
                    or indirectly by the issuance of rights or options
                    for, or securities convertible into, such shares) any
                    shares of any class of its capital stock.
     
                    (p)  Distributions Under Deposit and
                    Disbursement Agreement.  Lime shall cause Lime SPV,
                    the SPV General Partner and the SPV Limited Partner to
                    distribute immediately to Lime all funds received by
                    Lime SPV pursuant to the Deposit and Disbursement
                    Agreement.
     
                    (q)  Amendments to Master Common Facilities
                    Agreement and Deposit and Disbursement Agreement. 
                    Lime shall not, without the prior written consent of
                    the Lenders, enter into any amendment of (i) the
                    provisions of the Master Common Facility Agreement set
                    forth in Section 9.1 of the Project Intercreditor
                    Agreement or (ii) the requirement set forth in Section
                    2.2(b)(ii) of the Deposit and Disbursement Agreement
                    that Lime shall receive all remaining amounts after
                    all other required payments (including, without
                    limitation, required payments resulting from any
                    amendment to said Section 2.2(b)(ii)) have been made
                    pursuant thereto.
     
                    (r)  Replacement of Lime as Operator of the
                    Black River Facility.  Lime agrees and acknowledges
                    that the Lenders shall have the right to replace Lime
                    as the operator of the Black River Facility in
                    accordance with the terms of the Master Common
                    Facilities Agreement. 
     
                    (s)  Indemnity of Lime SPV Against Lime. 
                    Notwithstanding anything to the contrary contained in
                    the Master Common Facilities Agreement, Lime (in its
                    capacity as "Operator" thereunder) shall have no
                    obligation to indemnify Lime SPV with respect to any
                    amounts due and payable on the Notes (as defined in
                    the Note Purchase Agreement) (including, without
                    limitation, any principal, interest, fees or Make-
                    Whole Amount (as defined in the Note Purchase
                    Agreement)), except to the extent of any amounts
                    realized upon the sale, foreclosure or other
                    disposition of the Shared Collateral (as defined in
                    Annex A to the Project Intercreditor Agreement)."
     
               (xi) Section 4.02(b) is amended in its entirety to
               read as follows:
     
                    "Fixed Charge Test.  Dravo shall cause the Fixed
                    Charge Coverage Ratio of Dravo and its Subsidiaries as
                    at the end of each of Dravo's fiscal quarters to equal
                    or exceed 1.25 from the Effective Date to and
                    including December 31, 1996 and 1.5 thereafter.
     
          (b)  Amendments to Article V.  Article V shall be amended
     as follows:
     
               (i)  Section 5.01(a), Working Capital and Current
               Ratio Requirements, is amended by deleting such Section in
               its entirety and substituting therefor the following new
               Section 5.01(a):
     
                    "(a) Net Worth Requirement.  Dravo will not
                    permit  its Consolidated Net Worth at any time to be
                    less than $90,784,000 (the "Base Amount") as of the
                    Effective Date hereof and as of each quarter ending
                    thereafter to be less than a sum equal to the Base
                    Amount plus 50% of Consolidated Net Earnings available
                    to common shareholders (to the extent this is a
                    positive number) for each quarter ending after the
                    Effective Date."
     
               (ii) Section 5.01(b) is amended in its entirety to
               read as follows:
     
                    "(b) Dividend Restrictions.  Dravo shall not:
                    (x) pay or declare any dividend on any class of its
                    stock or make any other distribution on account of any
                    class of its stock (referred to herein collectively as
                    "Dividends") or (y) make, directly or indirectly
                    (including by Subsidiary of Dravo), any Excess
                    Redemption (all Dividends and Excess Redemptions
                    collectively referred to herein as "Dravo Restricted
                    Payments") if such Dravo Restricted Payments, taken
                    together with all other Dravo Restricted Payments made
                    on or after September 30, 1995, would exceed 25% of
                    Consolidated Net Earnings from Continuing Operations
                    after September 30, 1995.  There shall not be included
                    in Dravo Restricted Payments (x) Dividends paid, or
                    distributions made, in stock of Dravo; or
                    (y) exchanges of stock of one or more classes of Dravo
                    for common stock of Dravo or for stock of Dravo of the
                    same class, except to the extent that cash or other
                    value is involved in such exchange; or (z) the payment
                    of regularly scheduled dividends on the Shares or the
                    Preference Stock Series B originally issued to the
                    Mechling estate (the "Mechling Shares").  The term
                    "stock" as used in this Section 5.01(b) shall include
                    warrants or options to purchase stock. 
                    Notwithstanding the foregoing, Dravo shall not make a
                    Dravo Restricted Payment if a Default or Event of
                    Default has occurred or would occur as a result of
                    such Dravo Restricted Payment.  As used herein, the
                    term "Excess Redemption" means any redemption,
                    purchase or other acquisition of any shares of the
                    capital stock (including without limitation any
                    preferred stock) of Dravo in an amount exceeding the
                    cash proceeds received by Dravo in connection with any
                    issuance or sale of any capital stock of  Dravo (net
                    of all reasonable costs and expenses incurred by Dravo
                    in connection with such issuance of capital stock)
                    occurring after September 30, 1995.
     
               (iii)     Section 5.01(c) is amended in its entirety to
               read as follows:
     
                    "(c) Debt.  Dravo shall not, and shall not
                    permit any of its Subsidiaries to, at any time create,
                    incur, assume or suffer to exist:
     
                         (i)  any Debt in excess of 50% of Dravo
                         Consolidated Net Tangible Assets from the
                         Effective Date hereof to and including
                         December 31, 1996 and 45% of Dravo Consolidated
                         Net Tangible Assets thereafter; or
     
                         (ii) any Debt so that the ratio of Debt
                         to EBDIAT would exceed 3.25 to 1.0 from the
                         Effective Date hereof to and including
                         December 31, 1996 and 3.0 to 1.0 thereafter.
     
               (iv) Section 5.01(d) is amended by deleting the
               phrase "(other than (A) the Secured Obligations, (B) any
               Debt incurred in connection with the Project pursuant to the
               Note Purchase Agreement and the other Financing Documents
               and (C) any Debt permitted by Section 5.01(e) hereof)" in
               its entirety and substituting therefor the new phrase
               "(other than the Secured Obligations)".
     
               (v)  Section 5.01 is amended by deleting in its
               entirety the following subsection (e):
     
                    "(e)  Maximum Project Debt.  Dravo shall not
                    permit Lime SPV, the SPV General Partner and the SPV
                    Limited Partner to create, incur, assume or suffer to
                    exist at any time subsequent to the Initial Funding
                    Date, any Debt for borrowed money or any guaranties of
                    Debt for borrowed money (other than the outstanding
                    principal amount of the Notes (as defined in the Note
                    Purchase Agreement), which in no event shall exceed
                    $50,000,000) in an aggregate amount in excess of the
                    sum of (i) $10,000,000, (ii) the amount of any Debt
                    incurred to finance capital expenditures required to
                    enable such Persons to comply with Applicable Law
                    (including, without limitation, Environmental Laws (as
                    defined in the Note Purchase Agreement)) and (iii) the
                    amount of any Debt incurred by such Persons upon the
                    occurrence and during the continuance of an Event of
                    Default (as defined in Annex A to the Project
                    Intercreditor Agreement)."
     
               (vi) Section 5.02(a) is amended by deleting such
               Section in its entirety.
     
               (vii)     Section 5.02(b) is amended by deleting such
               Section in its entirety. 
     
               (viii)    Section 5.02 is amended by deleting in its
               entirety the following subsection (d) at the end thereof:
     
                    "(d)  Lime shall not permit Lime SPV to enter
                    into any lime supply agreements other than (i)
                    Economically Similar Contracts (as defined in Annex A
                    to the Project Intercreditor Agreement) and (ii) other
                    lime supply agreements that are approved in writing by
                    the Lenders."
     
               (ix) The introductory paragraph of Section 5.03 is
               amended in its entirety to read as follows:
     
                    "Section 5.03.  Dravo Parties Negative
                    Covenants.  So long as a Lender shall hold any Note or
                    Notes or any Secured Obligation remains outstanding,
                    each of the Dravo Parties shall comply with each of
                    the following:"
     
               (x)  Section 5.03(a)(i)(H) is amended in its entirety
               to read as follows:
     
                    "(H)  Liens created or permitted by any
                    Operative Document entered into in connection with
                    this Agreement (including, without limitation,
                    Permitted Liens (as defined in the Note Purchase
                    Agreement)), and"
     
               (xi) Section 5.03(a)(ii) is amended by deleting in
               its entirety the following proviso at the end thereof:
     
                    "provided, however, that (a) notwithstanding the
                    foregoing, Lime may (i) make advances to Lime SPV
                    pursuant to Section 1.4(d) of the Master Common
                    Facilities Agreement and (ii) make capital
                    contributions (including, without limitation, the
                    Investment (as defined in the Note Purchase
                    Agreement)) to, and pay any other amount (including,
                    without limitation, any amount required to be paid by
                    Lime pursuant to Section 3.15 of the Lime Security
                    Agreement (as defined in the Note Purchase Agreement)
                    as in effect on the Initial Funding Date) on behalf
                    of, Lime SPV, the SPV General Partner and the SPV
                    Limited Partner (x) on or before the Conversion Date
                    (as defined in Annex A to the Project Intercreditor
                    Agreement) pursuant to the Financing Documents, in an
                    aggregate amount not to exceed the sum of (A)
                    $12,400,000 in the aggregate on the Initial Funding
                    Date and (B) $5,300,000 in the aggregate for amounts
                    required to be contributed by Lime to Lime SPV
                    pursuant to Section 3.15(b) of the Lime Security
                    Agreement (as defined in the Note Purchase Agreement)
                    as in effect on the Initial Funding Date, and (y) from
                    time to time after said Conversion Date, in an
                    aggregate amount not to exceed the lesser of (1)
                    $4,000,000 and (2) the amount disbursed to Lime SPV
                    from the Construction Account (as defined in Annex A
                    to the Project Intercreditor Agreement) on the
                    Conversion Date pursuant to Section 2.1(b) of the
                    Deposit and Disbursement Agreement as in effect on the
                    Initial Funding Date, and (b) the foregoing provisions
                    of this Section 5.03(a)(ii) shall not apply to Lime
                    SPV, the SPV General Partner and the SPV Limited
                    Partner."
     
               (xii)     Section 5.03(a)(iii) is amended by deleting in
               its entirety the phrase "shall not apply to any Discontinued
               Subsidiary, Lime SPV, the SPV General Partner or the SPV
               Limited Partner" and substituting therefor the new phrase
               "shall not apply to any Discontinued Subsidiary".
     
               (xiii)    Section 5.03(a)(iv) is amended by deleting
               in its entirety the phrase "except that (1) Lime SPV, the
               SPV General Partner and the SPV Limited Partner may sell or
               otherwise dispose of assets in the ordinary course of
               business (including, without limitation, the sale or other
               disposition of worn-out or obsolete equipment), (2) Lime
               SPV, the SPV General Partner and the SPV Limited Partner may
               sell or otherwise dispose of any assets to the Lenders (on
               behalf of the Companies) or, in the event that the Lenders
               have been given a right of first refusal to purchase such
               assets and have declined to exercise such right, to any
               other Person, (3) Lime SPV, the SPV General Partner and the
               SPV Limited Partner may merge or consolidate with or into
               any Person if the continuing or surviving entity is Lime
               SPV, the SPV General Partner or the SPV Limited Partner, and
               (4) so long as no Default" and substituting therefor the
               phrase "except that so long as no Default".
     
               (xiv)     Section 5.03(a)(iv) is further amended by
               deleting in its entirety the following proviso at the end
               thereof:
     
               provided, however, that any decision by the Lenders to
                    purchase assets from Lime SPV, the SPV General Partner
                    or the SPV Limited Partner pursuant to clause (2)
                    above shall be made by the Majority Lenders (provided,
                    that any Lender that does not concur in the decision
                    of the Majority Lenders shall not be obligated to
                    provide any funds for the purchase price of such
                    assets, unless such funds are otherwise available to
                    be borrowed by the Companies from such Lender pursuant
                    to the Revolving Credit Agreement and the Companies so
                    request such borrowing pursuant to the terms thereof);
     
               (xv) Section 5.03(a)(v) is deleted in its entirety.
     
          (c)  Amendments to Article VI.  Article VI shall be amended
     as follows:
     
               (i)  Section 6.01(c) is amended by deleting in its
               entirety from the first and second line thereof the
               parenthetical phrase "(other than Lime SPV, SPV General
               Partner and SPV Limited Partner)" and from the seventeenth
               and eighteenth lines thereof the phrase "other than Lime
               SPV, SPV General Partner and SPV Limited Partner".
     
               (ii) Section 6.01(e) is amended by deleting the
               references to "4.01(m)" and "4.01(o)".
     
               (iii)     Section 6.01(g) is amended by deleting in its
               entirety the parenthetical phrase "(other than Lime SPV, SPV
               General Partner and SPV Limited Partner)".
     
               (iv) Section 6.01(h) is amended by deleting in its
               entirety the parenthetical phrase "(other than Lime SPV, SPV
               General Partner and SPV Limited Partner)".
     
               (v)  Section 6.01(i) is amended by deleting in its
               entirety the parenthetical phrase "(other than Lime SPV, SPV
               General Partner and SPV Limited Partner)" in each place in
               which it appears therein.
     
               (vi) Section 6.01(j) is amended by deleting in its
               entirety the parenthetical phrase "(other than Lime SPV, SPV
               General Partner and SPV Limited Partner)" in each place in
               which it appears therein.
     
               (vii)     Section 6.01(l) is amended by deleting in its
               entirety the parenthetical phrase "(other than Lime SPV, SPV
               General Partner and SPV Limited Partner)".
     
               (viii)    Section 6.01(m) is amended by deleting in
               its entirety the parenthetical phrase "(other than Lime SPV,
               SPV General Partner and SPV Limited Partner)".
     
               (ix) Section 6.01(o) is amended in its entirety to
               read as follows:
     
                    "(o)  at any time, the aggregate commitment for
                    advances (excluding any sublimit or commitment for the
                    issuance of letters of credit) under all revolving
                    credit facilities of the Companies having a revolving
                    term with an expiration date later than six calendar
                    months after such time shall be less than
                    $40,000,000,"
     
               (x)  Section 6.01 is amended by deleting in its
               entirety each of the following subsections (q), (r) and (s):
     
                    "(q) an "Event of Default" shall have occurred
                    under the Note Purchase Agreement and the Notes (as
                    defined in the Note Purchase Agreement) shall have
                    been declared due and payable pursuant to the terms
                    thereof; or
     
                    (r)  any event or condition (unless due to
                    Uncontrollable Forces (as defined in Article 4 of the
                    Master Common Facilities Agreement as in effect on the
                    Initial Funding Date)) affecting the Project (other
                    than the Project Kilns (as defined in Annex A to the
                    Project Intercreditor Agreement)) shall have occurred
                    that has had, or could reasonably be expected to have,
                    a material adverse effect on the operation of the
                    Black River Facility, and either (i) Lime SPV shall
                    not have commenced remedial action, within 60 days
                    after the occurrence of such event or condition, to
                    cure such event or condition in such manner as shall
                    be necessary to cause such adverse effect to cease to
                    be material (or to cause such expectation to cease to
                    be reasonable) or (ii) such remedial action shall not
                    have been completed within 90 days after the
                    occurrence of such event or condition, if reasonably
                    susceptible to cure within such period, or, if not
                    reasonably susceptible to cure within such period,
                    Lime SPV shall not be diligently pursuing the steps
                    necessary to effect such cure; or
     
                    (s)  Lime shall have failed to make a Capacity
                    Payment (as defined in the Note Purchase Agreement)
                    and the Collateral Agent shall have received a written
                    notice from the Required Holders (as defined in the
                    Note Purchase Agreement) directing it to take action
                    to realize upon the Assigned Lime Contract Collateral
                    (as defined in Annex A to the Project Intercreditor
                    Agreement) as a result of such failure;"
     
               (xi) Section 6.01 is amended by deleting the phrase
               "clauses (a) through (f), inclusive, or (k) through (s)" in
               its entirety and substituting therefor the new phrase
               "clauses (a) through (f), inclusive, or (k) through (p)".
     
          (d)  Amendment to Article VII.  Article VII shall be amended
     as follows:  
     
               (i)  Section 7.01 is amended by deleting in its
               entirety each of the following subsections (q) and (r):
     
                    "(q) Ownership of Lime SPV, the SPV General
                    Partner and the SPV Limited Partner.  Lime owns
                    directly 100% of all capital stock (other than one
                    share of Class B Common Stock of the SPV General
                    Partner that is owned by PruPower) of the SPV General
                    Partner and the SPV Limited Partner, and the SPV
                    General Partner and the SPV Limited Partner own
                    directly 100% of the partnership interests of Lime
                    SPV.
     
                    (r)  Project Improvements.  The real estate
                    improvements described in Exhibit A to the
                    Improvements Deed, dated as of August 1, 1994, between
                    Lime and Lime SPV, have been constructed for use by
                    the Project and were purchased with proceeds from the
                    issuance of the Construction Notes and with additional
                    funds made available to Lime SPV as equity
                    contributions."
     
               (ii) Section 7.01 is further amended by adding as a
               new subsection (q) the following:
     
                    "(q) The Dravo Parties shall fail on or prior
                    to February 15, 1996 to grant to the Collateral Agent
                    on behalf of the Lenders a first-priority lien and/or
                    security interest in the property described in
                    Schedule 7.01(q) under security agreements, mortgages
                    and other instruments satisfactory to Lenders,
                    together with such opinions and other requirements
                    deemed necessary by the Lenders.
     
          SECTION 1.02.  Amendments to Appendix A.  Appendix A shall
     be amended as follows:
     
          (a)  The definition "Consolidated Net Earnings" is amended
     in its entirety to read as follows:
     
               "Consolidated Net Earnings" shall mean the
               consolidated net income (as determined in accordance with
               GAAP), without giving effect to any gains (net of expenses
               and taxes applicable thereto) in excess of losses resulting
               from the sale, conversion or other disposition of capital
               assets (i.e., assets other than current assets), any gains
               resulting from the write-up of assets, any extraordinary
               gains (except for gains resulting from the use of net
               operating loss carryforwards), any items of gain (or plus
               any items of loss) that were included in determining such
               consolidated net income and were not realized in the
               ordinary course of business (whether or not classified as
               "ordinary" by GAAP), any equity of such Person or any of its
               Subsidiaries in the unremitted earnings of any corporation
               which is not a Subsidiary, any earnings of any Person
               acquired by such Person or any of its Subsidiaries through
               purchase, merger or consolidation or otherwise for any year
               prior to the year of acquisition, or any deferred credit
               representing the excess of equity in any of its Subsidiaries
               at the date of acquisition over the cost of the investment
               in such, all determined in accordance with GAAP; provided,
               however, that any increase in earnings arising out of the
               recognition after December 31, 1994 of a deferred tax asset
               in an amount not to exceed $27,000,000 in the aggregate and
               any deduction from earnings or equity from the write off of
               any prepaid pension assets in an amount not to exceed
               $27,000,000 in the aggregate shall not be taken into account
               in  determining Consolidated Net Earnings.
     
          (b)  The definition "Discontinued Operations Fixed Charge
     Coverage Ratio" is amended by deleting such definition in its
     entirety.
     
          (c)  The definition "Fixed Charge Coverage Ratio" is amended
     in its entirety to read as follows:
     
               "Fixed Charge Coverage Ratio" shall mean, for any
               fiscal quarter of Dravo, the ratio obtained by dividing
               (a) EBITDAR of Dravo and its Subsidiaries for the three
               immediately preceding fiscal quarters of Dravo and the
               quarter of determination (the "Relevant Preceding Period")
               by (b) the sum of: (i) the amount of interest paid or
               accrued (including all imputed or capitalized interest) on
               all Debt of Dravo and its Subsidiaries during the Relevant
               Preceding Period (including all imputed interest on
               Capitalized Lease Obligations), plus (ii) all installments
               of Funded Debt (excluding the indebtedness incurred by the
               Companies under the Revolving Credit Agreement) scheduled to
               become due in the immediately succeeding four fiscal
               quarters of Dravo (the "Relevant Succeeding Period"), plus
               (iii) the regularly scheduled dividends to be paid to the
               holders of the Shares or any other preferred stock of Dravo
               or any of its Subsidiaries during the Relevant Succeeding
               Period, plus (iv) the regularly scheduled redemptions of the
               Shares or any other preferred stock, if any, of Dravo or any
               of its Subsidiaries to be made by Dravo during the Relevant
               Succeeding Period, plus (v) net rentals as reflected on the
               most recently delivered financial statements.
     
          (d)  The definition "Funded Debt" is amended in its entirety
     to read as follows:
     
               "Funded Debt shall mean, without duplication, any:
     
                    (i)  obligation payable more than one year from
                    the date of the creation thereof, which under GAAP is
                    shown on the balance sheet as a liability (including
                    without limitation Capitalized Lease Obligations and
                    excluding reserves for deferred income taxes and other
                    reserves to the extent that such reserves do not
                    constitute an obligation), plus
     
                    (ii) the aggregate amount of indebtedness of
                    public authorities incurred in connection with
                    industrial revenue bond and pollution control revenue
                    bond financings of plant facilities or equipment to be
                    leased to or operated by such Person, plus 
     
                    (iii)     all off-balance sheet indebtedness
                    (including without limitation guaranty obligations and
                    indebtedness incurred in connection with
                    sale/leaseback transactions), other than obligations
                    under operating leases, plus 
     
                    (iv) all Guarantees, endorsements (other than
                    endorsements of negotiable instruments for collection
                    in the ordinary course of business) and other
                    contingent liabilities (whether direct or indirect) in
                    connection with the obligations, stock or dividends of
                    any Person, plus
     
                    (v)  obligations under any other contract in
                    connection with any borrowed money which in effect is
                    substantially equivalent to a Guaranty."
     
          (e)  The definition "Notes" is amended by deleting in its
     entirety the phrase "the Additional Notes".
     
          (f)  The definition "Operative Documents" is amended by
     deleting in its entirety the phrase "the SPV Stock Pledge Agreement,
     the SPV Partner Pledge Agreement, the Project Intercreditor
     Agreement, the Assignment and Security Agreement," immediately
     following the phrase "the Basic Mortgage," and inserting the
     punctuation and phrase ", the Dravo Guaranty" immediately following
     the phrase "the Environmental Indemnity Agreement".
     
          (g)  The definition "Security Documents" is amended by
     deleting in its entirety the phrase "the SPV Stock Pledge Agreement,
     the SPV Partner Pledge Agreement, the Assignment and Security
     Agreement," immediately following the phrase "the Basic Mortgage,".
     
          (h)  The following new definitions shall be inserted in
     alphabetical order  in Appendix A:
     
               "Consolidated Net Worth" shall mean, for any Person,
               the Consolidated stockholders' equity, as defined in
               accordance with GAAP, plus the book value of the Shares,
               plus charges for additional minimum liabilities related to
               qualified pension plans, provided however, that any increase
               in Consolidated Net Worth arising out of the recognition
               after December 31, 1994 of a deferred tax asset in an amount
               not to exceed $27,000,000 in the aggregate and any deduction
               in Consolidated Net Worth from the write off of any prepaid
               pension assets in an amount not to exceed $27,000,000 in the
               aggregate shall not be taken into account in determining
               Consolidated Net Worth.
     
               "Dravo Guaranty" shall mean that certain Guaranty
               Agreement dated as of December 31, 1995, executed in favor
               of the Collateral Agent on behalf of the Lenders, as it may
               be amended, modified or supplemented from time to time in
               accordance with its terms.
     
               "EBITDAR" shall mean, for any period, Consolidated Net
               Earnings from Continuing Operations adjusted by adding
               thereto the amount of all amortization of intangibles,
               interests, taxes (after taking into account the use of net
               operating loss carryforwards), depreciation and rents that
               were deducted in arriving at Consolidated Net Earnings for
               such period.
     
               "Effective Date" shall mean October 1, 1995.
     
          (i)  Each of the following definitions shall be deleted in
     its entirety:
     
               "Additional Notes" shall mean those certain Revolving
               Notes attached as Exhibits A-5, A-6, A-7 and A-8 to the
               Revolving Credit Agreement, executed by each of Basic and
               Lime in favor of each of the Lenders, respectively, and each
               Note delivered in substitution or exchange for any such
               Note.
     
               "Assignment and Security Agreement" means the
               Assignment and Security Agreement, dated as of August 1,
               1994, by Lime in favor of the Collateral Agent, as the same
               may be amended, modified or supplemented from time to time
               in accordance with its terms.
     
               "Black River Facility" shall have the meaning set
               forth in Annex A to the Project Intercreditor Agreement.
     
               "Construction Notes" shall have the meaning set forth
               in the Note Purchase Agreement.
     
               "Deposit and Disbursement Agreement" shall mean the
               Deposit and Disbursement Agreement, dated as of August 1,
               1994, among Wilmington Trust Company, as Collateral Agent,
               Wilmington Trust Company, as Disbursement Agent, and Lime
               SPV, as said Agreement may be amended, modified or
               supplemented from time to time in accordance with the terms
               thereof and the terms of the other Transaction Documents.
     
               "Financing Documents" shall have the meaning set forth
               in Annex A to the Project Intercreditor Agreement.
     
               "Initial Funding Date" shall have the meaning set
               forth in the Note Purchase Agreement.
     
               "Lime SPV" shall mean Dravo Black River Limited
               Partnership, a Delaware limited partnership.
     
               "Master Common Facilities Agreement" shall mean that
               certain Master Common Facilities Agreement, dated as of
               August 1, 1994, between Lime and Lime SPV, as said Agreement
               may be amended, modified or supplemented from time to time
               in accordance with the terms thereof and the terms of the
               other Transaction Documents.
     
               "Note Purchase Agreement" shall mean that certain Note
               Purchase Agreement, dated as of August 1, 1994, by and
               between Lime SPV and PruPower, as said Agreement may be
               amended, modified or supplemented from time to time in
               accordance with the terms thereof and the terms of the other
               Transaction Documents.
     
               "Project" shall have the meaning set forth in Annex A
               to the Project Intercreditor Agreement.
     
               "Project Intercreditor Agreement" shall mean the
               Intercreditor Agreement, dated as of August 1, 1994, by and
               among Wilmington Trust Company, PruPower, the Collateral
               Agent, FAB, PNC, BAI and Prudential, as consented to and
               acknowledged by Lime and Lime SPV, as such Agreement may be
               amended, modified or supplemented from time to time in
               accordance with its terms.
     
               "Prudential" shall mean The Prudential Insurance
               Company of America, acting through Prudential Capital Group,
               and its successors and assigns.
     
               "PruPower" shall mean The Prudential Insurance Company
               of America, as purchaser of the Construction Notes of Lime
               SPV pursuant to the Note Purchase Agreement, and its
               successors and assigns.
     
               "SPV General Partner" shall mean DBR General Inc., a
               Delaware corporation.
     
               "SPV Limited Partner" shall mean Dravo Black River
               Limited Inc., a Delaware corporation.
     
               "SPV Partner Pledge Agreement" shall mean the Partner
               Security Agreement, dated as of August 1, 1994, by the SPV
               General Partner and the SPV Limited Partner in favor of the
               Collateral Agent, as it may be amended, modified or
               supplemented from time to time in accordance with its terms.
     
               "SPV Stock Pledge Agreement" shall mean the Stock
               Pledge Agreement, dated as of August 1, 1994, by Lime in
               favor of the Collateral Agent, as it may be amended,
               modified or supplemented from time to time in accordance
               with its terms.
     
               "Transaction Documents" shall have the meaning set
               forth in Annex A to the Project Intercreditor Agreement.
     
               "Unavailable Cash" shall mean any and all Project
               Revenues (as defined in Annex A of the Project Intercreditor
               Agreement) that, pursuant to the terms of the Deposit and
               Disbursement Agreement or any other Transaction Document,
               are not available for distribution to Lime (other than any
               amounts paid for Debt Service (as defined in Annex A to the
               Project Intercreditor Agreement) and Operation and
               Maintenance Costs (as defined in Article 4 of the Master
               Common Facilities Agreement as in effect on the Initial
               Funding Date)); provided, however, that Unavailable Cash
               shall include any expenditures made by Lime SPV for Capital
               Additions or Modifications (as defined in Article 4 of the
               Master Common Facilities Agreement as in effect on the
               Initial Funding Date), or for any adjustments, alterations
               or other physical changes to the Project of any kind
               whatsoever, in excess of $1,500,000 in any calendar year to
               the extent that such excess was not funded with (i)
               additional Debt of Lime SPV or (ii) any equity contribution
               by Lime to Lime SPV made in accordance with Section
               5.03(a)(ii) of the Override Agreement.
     
     
                       ARTICLE II
     
                   FIFTH AMENDMENT TO
               REVOLVING CREDIT AGREEMENT
     
          SECTION 2.01.  Amendments to Revolving Credit Agreement.  The
     Revolving Credit Agreement shall be, effective as of the date hereof
     and subject to the satisfaction of the conditions precedent set
     forth in Section 4.01 hereof, amended as follows:
     
          (a)  Amendments to Article I.  Article I shall be amended
     as follows:
     
               (i)  Section 1.1 is amended in its entirety to read
               as follows:
     
               "SECTION 1.1.  Revolving Line of Credit Facility. 
               (a)  Commitment.  Subject to all the terms and conditions
               hereof, including without limitation Section 1.3, and so
               long as there shall exist no Event of Default or Default,
               Lenders, subject to the terms and conditions hereof, agree
               to lend to Borrowers such sums as Borrowers may request,
               from time to time, and at any time, on a revolving basis
               until July 31, 1997 (as such date may be extended pursuant
               to Section 1.9, the "Maturity Date"), provided that, after
               giving effect to the making of any such loans and the
               issuance of any Letter of Credit, the aggregate principal
               amount of outstanding revolving line of credit loans
               (including any loans deemed to be made pursuant to
               Section 11.2 as a result of a drawing on any Letter of
               Credit) plus the Stated Amount of all outstanding Letters of
               Credit (calculated after giving effect to any such drawing)
               made pursuant to this Agreement shall not at any time exceed
               the sum of SIXTY-FIVE MILLION AND NO/100THS DOLLARS
               ($65,000,000.00), and provided further that the aggregate
               principal amount of outstanding revolving line of credit
               loans (including any loans deemed to be made pursuant to
               Section 11.2 as a result of a drawing on any Letter of
               Credit) plus the Stated Amount of all outstanding Letters of
               Credit (calculated after giving effect to any such drawing)
               made by a Lender pursuant to this Agreement shall not exceed
               the maximum limitation for each Lender shown opposite the
               name of each Lender and designated the "Revolving Line of
               Credit and Letters of Credit Facilities Combined" on
               Schedule I attached hereto and made a part hereof
               (calculated after giving effect to any termination of a
               Lender's Commitment (as defined in Section 1.9) pursuant to
               Section 1.9).  All such revolving loans shall be referred to
               herein as the "Revolving Line of Credit".  Subject to the
               terms and conditions hereof, advances under the Revolving
               Line of Credit, with respect to a Base Rate Loan, shall be
               equal to at least ONE HUNDRED THOUSAND AND NO/100THS DOLLARS
               ($100,000.00) or an integral multiple thereof and with
               respect to a Eurodollar Rate Loan, shall be equal to at
               least FIVE MILLION AND NO/100THS DOLLARS ($5,000,000.00) or
               an integral multiple of $1,000,000.  Subject to all the
               terms and conditions hereof, Borrowers may borrow, repay and
               reborrow at any time or from time to time from the date
               hereof to but excluding July 31, 1997 (unless extended in
               writing pursuant to Section 1.9) or the termination of the
               revolving aspects of this Agreement with respect to advances
               pursuant to Section 8.1, whichever is earlier.
     
               (b)  Conversion to Term Loan.
     
               (i)  The Borrowers may, on the Maturity Date and so
               long as no Event of Default has occurred and is continuing,
               elect to convert (the "Term Loan Option") all or a portion
               of the Revolving Line of Credit  outstanding on the Maturity
               Date in an amount not to exceed SEVENTEEN MILLION AND
               NO/100THS DOLLARS ($17,000,000.00) and in no event less than
               $10,000,000 (the "Converted Amount") into a Term Loan (the
               "Term Loan").
     
               (ii) If the Borrowers exercise the Term Loan Option,
               interest on the Term Loan shall accrue at a rate per annum
               as specified in Section 9.3.  The Term Loan shall be repaid
               in 20 substantially equal quarterly installments, due and
               payable on the last day of January, April, July and October
               of each year and shall be due and payable in full on
               July 31, 2002.
     
               (iii)     The notice, if any, of the exercise of the Term
               Loan Option shall be submitted by the Borrowers in writing
               to the Agent at least 60 Business Days prior to the Maturity
               Date, and shall specify the portion of the Revolving Line of
               Credit for which the Term Loan Option is being exercised and
               the initial Interest Period, if any.  Any notice shall be
               irrevocable once given.
     
               (iv) On the date of conversion to a Term Loan, the
               Borrowers shall pay to Lenders in immediately available
               funds a fee equal to .25 of 1% of the Converted Amount. 
               Such fee shall be shared pro rata by Lenders.
          
               (c)  Notes.
     
               (i)  Revolving Notes.  All sums advanced pursuant to
               the Revolving Line of Credit shall be payable, as to both
               principal and interest, and shall bear interest, at the rate
               and in the manner provided herein and in the Revolving Notes
               of Borrowers, copies of which are attached hereto, marked
               Exhibits A-1, A-2 and A-3, and expressly made a part hereof
               as though fully set forth herein (the "Revolving Notes"). 
               Borrower shall execute and deliver to Lenders the Revolving
               Notes in an aggregate sum of SIXTY-FIVE MILLION AND
               NO/100THS ($65,000,000.00) DOLLARS; provided, however, the
               liability of Borrowers to Lenders for the principal
               indebtedness of the Revolving Line of Credit shall be
               limited to the net principal amount actually advanced by
               Lenders to Borrowers under the Revolving Notes.  All
               advances under the Revolving Note shall be evidenced by
               Lenders' records with respect to such advances, which
               records shall be prime facie evidence as to the amount at
               any time due such Lender hereunder.  All advances under the
               Revolving Line of Credit shall be made pursuant to the
               procedures set forth hereinbelow in Article IX.  Borrowers
               irrevocably authorize Lenders to disburse any Revolving Line
               of Credit loans made hereunder for the account of the
               Borrowers either to Lime or to Dravo Natural Resources
               Company ("DNRC") pursuant to the DNRC Agency Agreement.
     
               (ii) Term Notes.  All sums advanced pursuant to the
               Term Loan Option shall be payable, as to both principal and
               interest, and shall bear interest, at a rate and in the
               manner provided herein and the Term Notes, executed and
               delivered by each of the Borrowers and in form and substance
               satisfactory to each of the Lenders (the "Term Notes").
     
          (ii) The fourth sentence of Section 1.3 is amended by
     deleting the date "April 30, 1996" and substituting therefor the
     date "July 31, 1997".
     
          (iii)     The last sentence of Section 1.5 is amended by deleting
     the date "June 30" and substituting therefor the date "July 31".
     
          (iv) The first sentence of Section 1.6 is amended by
     deleting the figure "$75,000,000" and substituting therefore the
     figure "$65,000,000".
     
          (v)  Section 1.9(a) is amended in its entirety to read as
     follows:
     
                    "(a) At least 10 but not more than 60 days
                    before each May 31, commencing May 31, 1996, the
                    Borrowers may, by delivering a written request to the
                    Agent (each such request being irrevocable), request
                    that each Lender extend for one year the Maturity Date
                    with respect to such Lender's Revolving Line of Credit
                    commitment and commitment to issue (or cause to be
                    issued) Letters of Credit (such commitments referred
                    to herein collectively, with respect to each Lender,
                    as such Lender's "Commitment").  The Agent shall, upon
                    its receipt of such a request, promptly notify each
                    Lender thereof, and request that each Lender promptly
                    advise the Agent of its approval or rejection of such
                    request."
     
          (b)       Amendment to Article V.  Section 5.1(b)(1) is amended
     by deleting the phrase "and in the Note Purchase Agreement"
     immediately following the phrase "the representations and warranties
     of the Dravo Parties set forth herein".
     
          (c)       Amendments to Article IX.  Article IX shall be amended
     as follows:
     
                    (i)  Section 9.1 is amended by deleting in its
                    entirety each of the following subsections (c), (d)
                    and (e):
     
                    (c)  Notwithstanding subsections (a) and (b)
                    above, in the event that any Lender does not agree to
                    provide any funds (to the extent that such funds are
                    not otherwise available to be borrowed by the
                    Borrowers from such Lender pursuant to this Agreement)
                    for (i) the cure of any defaults pursuant to Article
                    6 of the Project Intercreditor Agreement or (ii) the
                    purchase price of any assets sold by Lime SPV in
                    connection with the exercise by the Lenders of any
                    right of first refusal pursuant to Section
                    5.03(a)(iv)(2) of the Override Agreement, the Lenders
                    that agree to provide such funds (the "Funding
                    Lenders") shall advance such funds on a pro rata
                    basis, based on the proportion of each Funding
                    Lender's Commitment to the aggregate amount of the
                    Commitments of the Funding Lenders.  So long as no
                    Event of Default shall have occurred and be
                    continuing, notwithstanding Section 11.7, any amounts
                    of principal prepaid or repaid by the Borrowers
                    pursuant to this Agreement shall be applied, first, to
                    the repayment of all advances made by the Funding
                    Lenders pursuant to clauses (i) and (ii) above (on a
                    pro rata basis based on the amount of advances made by
                    each of the Funding Lenders) and second, to the
                    repayment of all other amounts owing to the Lenders
                    hereunder (on a pro rata basis in accordance with
                    their respective percentages set forth in subsection
                    (a) above), in each case otherwise in accordance with
                    this Agreement.  Upon the occurrence and during the
                    continuance of an Event of Default, any amounts of
                    principal prepaid or repaid by the Borrowers or
                    otherwise realized pursuant to any Security Document
                    shall be applied on a pro rata basis in accordance
                    with the percentages of the Lenders set forth in
                    subsection (a) above.  Any funds provided by a Funding
                    Lender pursuant to clauses (i) and (ii) above shall be
                    deemed to be a Revolving Line of Credit advance made
                    by such Lender to the Borrowers, and the Borrowers
                    shall be obligated to repay such advances pursuant to
                    the terms hereof.  In furtherance of the foregoing,
                    any purchase of assets pursuant to clause (ii) above
                    shall be made on behalf of Lime, and Lime shall be the
                    legal and beneficial owner of such assets.
     
                    (d)  In connection with any advances made by
                    the Funding Lenders pursuant to subsection (c) above,
                    the Companies shall execute such agreements, documents
                    and instruments (including, without limitation,
                    additional promissory notes), and take such further
                    actions, as any Funding Lender may reasonably request.
     
                    (e)  Notwithstanding anything to the contrary
                    contained herein, in order to effect the cure of any
                    default pursuant to Article 6 of the Project
                    Intercreditor Agreement, the Lenders shall have the
                    right (but not the obligation) to advance funds on
                    behalf of the Borrowers and to make any payments
                    directly to any Persons (other than the Borrowers) to
                    the extent necessary to cure such default.
     
               (ii)      Section 9.2 is amended in its entirety to read
               as follows:
     
                    "SECTION 9.2.  Manner of Revolving Line of
                    Credit Participation.  Unless otherwise specifically
                    provided in this Agreement, Agent shall receive from
                    Borrowers at least three business days', with respect
                    to Eurodollar Rate Loans, and one business day, with
                    respect to Base Rate Loans, prior written, telex,
                    telecopier or telegraphic notice of Borrowers'
                    intention to borrow hereunder, specifying the date,
                    the total amount of the loan that Borrowers request
                    under this Agreement, the type of loan and if a
                    Eurodollar Rate Loan, the Interest Period therefor. 
                    Upon receipt of such request from Borrowers, Agent
                    shall forthwith give Lenders (excluding itself if
                    Agent is also a Lender) telex, telecopier or
                    telegraphic notice of Borrower's request and shall
                    specify the amount of each such Lender's proposed
                    participation in the loan based on the information
                    each Lender has furnished Agent with respect to the
                    outstanding Revolving Line of Credit loans made by
                    each Lender and the outstanding Letters of Credit
                    applicable to each Lender.  Unless Lenders correct
                    said information prior to funding, which correction
                    shall be confirmed in writing by such Lender to Agent,
                    the Lenders shall deposit such amount, or cause such
                    amount to be deposited, with Agent in lawful money of
                    the United States of America in immediately available
                    funds by 11:00 A.M. (Central time) on the date of the
                    proposed loan by wire transfer to Agent in the case of
                    each Lender that is not Agent, and by deposit with
                    Agent in immediately available funds in the case of a
                    Lender that is also the Agent, and Agent shall
                    thereafter deposit in Borrowers' or DNRC's account or
                    accounts at Agent the requested funds by 11:30 A.M.
                    (Central time) on the date of the proposed loan."
     
               (iii)     Article IX is further amended by adding
               the following new Sections 9.3 and 9.4 at the end thereof.
     
                    SECTION 9.3.  Interest.  (a)  Each Borrower
                    shall, and hereby jointly and severally agrees to, pay
                    interest on the unpaid principal amount of each loan
                    from the date of such loan until such principal is
                    paid in full at the applicable rate set forth below.
     
                    (b)  Rate of Interest.  All loans shall bear
                    interest on the unpaid principal amount thereof from
                    the date such loans are made until paid in full,
                    except as otherwise provided in Section 9.3(e), as
                    follows:
     
                         (i)  If a Eurodollar Rate Loan, at a rate
                         per annum equal to the sum of (a) the Eurodollar
                         Rate determined for the applicable Interest
                         Period plus (b) the Interest Rate Margin; and
     
                         (ii) If a Base Rate Loan, at a rate per
                         annum equal to the sum of (A) the Base Rate plus
                         (B) the Interest Rate Margin.
     
               The applicable basis for determining the rate of
                    interest on the loans shall be selected at the time a
                    borrowing notice or a conversion/continuation notice,
                    as contemplated by subsection (d) below, is delivered
                    by the Borrowers to the Agent.  If on any day any loan
                    is outstanding with respect to which notice has not
                    been timely delivered to the Agent in accordance with
                    the terms of this Agreement specifying the basis for
                    determining the rate of interest on that day, then for
                    that day that loan shall be deemed to be a Base Rate
                    Loan.
     
                    (c)  Interest Payments.
     
                         (i)  Interest accrued on each Base Rate
                         Loan shall be payable in arrears (A) on each
                         Interest Payment Date applicable to such Loan,
                         (B) upon the prepayment thereof in full or in
                         part, (C) upon conversion thereof to a
                         Eurodollar Rate Loan, and (D) if not theretofore
                         paid in full, at maturity (whether by
                         acceleration or otherwise) of such Base Rate
                         Loan.
     
                         (ii) Interest accrued on each Eurodollar
                         Rate Loan shall be payable in arrears (A) on
                         each Interest Payment Date applicable to such
                         Loan, (B) upon the payment or prepayment thereof
                         in full or in part, and (C) if not theretofore
                         paid in full, at maturity (whether by
                         acceleration or otherwise) of such Eurodollar
                         Rate Loan.
     
                    (d)  Conversion or Continuation.
     
                         (i)  The Borrowers shall have the option
                         (A) to convert at any time (1) all or any part
                         of outstanding Base Rate Loans to Eurodollar
                         Rate Loans or (2) all or any part of Eurodollar
                         Rate Loans to Base Rate Loans; or (B) to
                         continue all or any part of outstanding
                         Eurodollar Rate Loans, having Interest Periods
                         which expire on the same date as Eurodollar Rate
                         Loans, and the succeeding Interest Period of
                         such continued Loans shall commence on such
                         expiration date; provided, however, (I) no
                         portion of any such outstanding Loan may be
                         continued as (and shall be immediately converted
                         into a Base Rate Loan), or be converted into, a
                         Eurodollar Rate Loan (x) if the continuation of,
                         or the conversion into, would violate any of the
                         provisions of Section 9.4 or (y) if an Event of
                         Default has occurred and is continuing, and
                         (II) if the option set forth in clause (B) of
                         this Section is not exercised, in accordance
                         with the terms of this Section 9.3, in respect
                         of a Eurodollar Rate Loan, such Eurodollar Rate
                         Loan shall convert automatically into a Base
                         Rate Loan on the final date of the applicable
                         Interest Period.
     
                         (ii) To convert or continue a loan, the
                         Borrowers shall deliver a written notice to the
                         Agent at least three business days in advance of
                         the proposed conversion/continuation date.  Upon
                         receipt of such request from Borrowers, the
                         Agent shall forthwith give such notice to each
                         Lender.  Such notice shall specify the proposed
                         conversion/continuation date (which shall be a
                         business day), the principal amount to be
                         converted/continued, whether such borrowing
                         shall be converted and/or continued, if
                         applicable, and the requested Interest Period. 
                         Any notice for conversion to, or continuation
                         of, a loan shall be irrevocable, and the
                         Borrowers shall be bound to convert or continue
                         in accordance therewith.
     
                    (e)  Certain Defined Terms.  The following
                    capitalized terms used in this Agreement shall have
                    the following meanings:
     
                    "Base Eurodollar Rate" means, with respect to
                    any Interest Period, the interest rate per annum
                    (rounded upwards, if necessary, to the next 1/16 of
                    1%) determined by the Reference Bank to be the rate
                    per annum at which deposits in immediately available
                    United States dollars are offered to the Reference
                    Bank in the London interbank market at approximately
                    11:00 a.m. (London time) on the date two (2) Business
                    Days prior to the first day of the applicable Interest
                    Period for a period equal to such Interest Period and
                    in an amount substantially equal to the amount of the
                    Eurodollar Rate Loan requested by the Borrowers for
                    such Interest Period.
     
                    "Base Rate" means, for any period, a fluctuating
                    interest rate per annum equal to the higher of (i) the
                    rate per annum as shall be established by the Agent
                    from time to time, as the Agent's base rate and
                    (ii) the sum of (A) one-half of one percent (0.5%) and
                    (B) the Federal Funds Rate.
     
                    "Base Rate Loans" means all loans which bear
                    interest at a rate determined by reference to the Base
                    Rate.
     
                    "Eurodollar Rate" means, with respect to any
                    Interest Period applicable to a Eurodollar Rate Loan,
                    an interest rate per annum obtained by dividing (i)
                    the Base Eurodollar Rate applicable to that Interest
                    Period by (ii) a percentage equal to one hundred
                    percent (100%) minus the Eurodollar Reserve
                    Percentage.
     
                    "Eurodollar Rate Loans" means those loans which
                    bear interest at a rate determined by reference to the
                    Eurodollar Rate.
     
                    "Eurodollar Reserve Percentage" means, for any
                    day, that percentage which is in effect on such day,
                    as prescribed by the Federal Reserve Board for
                    determining the maximum reserve requirement
                    (including, without limitation, any emergency,
                    supplemental or other marginal reserve requirement)
                    for a member bank of the Federal Reserve System in New
                    York, New York in respect of "Eurocurrency
                    Liabilities" as set forth in Regulation D of the
                    Federal Reserve Board (or in respect of any other
                    category of liabilities which includes deposits by
                    reference to which the interest rate on Eurodollar
                    Rate Loans is determined).
     
                    "Federal Funds Rate" means an interest rate per
                    annum equal to the rate per annum at which the
                    Reference Bank, in its sole discretion, may acquire
                    federal funds in the interbank term federal funds
                    market in New York City through brokers of recognized
                    standing.
     
                    "Interest Payment Date" means (i) with respect
                    to any Base Rate Loan, the last day of each calendar
                    month commencing on the first such day following the
                    making of such Base Rate Loan, and (ii) with respect
                    to any Eurodollar Rate Loan, the last day of each
                    Interest Period applicable to such Loan.
     
                    "Interest Rate Margin" means, as of any date, a
                    rate equal to, with respect to any Eurodollar Rate
                    Loan, 2.00% per annum and with respect to any Base
                    Rate Loan, 0% per annum.
     
                    "Reference Bank" means the Agent.
     
                    SECTION 9.4.  Special Provisions Governing
                    Eurodollar Rate Loans.  With respect to Eurodollar
                    Rate Loans:
     
                    (a)  Determination of Interest Period.  The
                    period between the date on which each Eurodollar Rate
                    Loan is made and the date of payment in full of such
                    Loan shall be divided into successive periods, each
                    such period being an "Interest Period" for such Loan. 
                    The initial Interest Period for each Loan shall begin
                    on the date of such Loan and end on the last day of
                    such period as selected by the Borrowers, and
                    thereafter, each subsequent Interest Period for such
                    Loan shall begin on the last day of the immediately
                    preceding Interest Period for such Loan and end on the
                    last day of such period as selected by the Borrowers. 
                    The duration of each such Interest Period for each
                    Eurodollar Rate Loan shall be one, two or three
                    months, provided, however, that:
     
                         (i)  the duration of any Interest Period
                         for any Loan that commences before the repayment
                         date for such Loan and otherwise ends after such
                         repayment date shall end on such repayment date;
     
                         (ii) In the case of immediately
                         successive Interest Periods applicable to a
                         borrowing of Eurodollar Rate Loans, each
                         successive Interest Period shall commence on the
                         day on which the next preceding Interest Period
                         expires;
     
                         (iii)     If any Interest Period would
                         otherwise expire on a day which is not a
                         business day, such Interest Period shall be
                         extended to expire on the next succeeding
                         business day unless such next succeeding
                         business day would fall in the next calendar
                         month, in which case such Interest Period shall
                         end on the next preceding Business Day;
     
                         (iv) Borrowers may not select an Interest
                         Period as to any Eurodollar Rate Loan if such
                         Interest Period terminates later than the
                         Maturity Date; and
     
                         (v)  There shall be no more than ten
                         Interest Periods in effect at any one time.
     
                    (b)  Interest Rate Unascertainable, Inadequate
                    or Unfair.  In the event that at least one business
                    day before the commencement of an Interest Period, a
                    Lender determines that adequate and fair means do not
                    exist for ascertaining the applicable interest rates
                    by reference to which the Eurodollar Rate, then being
                    determined is to be fixed, then such Lender shall
                    forthwith give notice thereof to the Borrowers and the
                    Agent, whereupon (until such Lender notifies the
                    Borrowers and the Agent that the circumstances giving
                    rise to such suspension no longer exist, which such
                    Lender shall do promptly after it determines that such
                    circumstances no longer exist) the right of all
                    Borrowers to elect to have loans from such Lender bear
                    interest based upon the Eurodollar Rate shall be
                    suspended and all outstanding Eurodollar Rate Loans
                    from such Lender shall be converted into Base Rate
                    Loans on the last day of the then current Interest
                    Period therefor, notwithstanding any prior election by
                    the Borrowers to the contrary.
     
                    (c)  Illegality.
     
                         (i)  If at any time a Lender determines
                         (which determination shall, absent manifest
                         error, be final and conclusive and binding upon
                         all parties) that the making or continuation of
                         any Eurodollar Rate Loan has become, as a result
                         of any event occurring after the date hereof (A)
                         unlawful or (B) impermissible by compliance by
                         such Lender with any law, governmental rule,
                         regulation or order of any governmental
                         authority (whether or not having the force of
                         law and whether or not failure to comply
                         therewith would be unlawful or would result in
                         costs or penalties), then such Lender may give
                         notice of that determination to the Agent and
                         the Borrowers.
     
                         (iii)     When notice is given by a Lender
                         under this Section, (A) the Borrowers' right to
                         request from such Lender and such Lender's
                         obligation, if any, to make Eurodollar Rate
                         Loans shall be immediately suspended, and such
                         Lender shall make a Base Rate Loan in lieu of
                         any requested Eurodollar Rate Loans (on which
                         such Base Rate Loan the interest and principal
                         shall be payable contemporaneously with the
                         related Eurodollar Rate Loans of the other
                         Lenders) and (B) if Eurodollar Rate Loans are
                         then outstanding, the Borrowers shall
                         immediately, or if permitted by applicable law,
                         no later than the last date permitted thereby,
                         upon at least one business day's prior notice to
                         such Lender, convert each such Loan into a Base
                         Rate Loan (on which such Base Rate Loan the
                         interest and principal shall be payable
                         contemporaneously with the related Eurodollar
                         Rate Loans of the other Lenders).
     
                         (iii)     If at any time after a Lender gives
                         notice under this Section, such Lender
                         determines that it may lawfully make Eurodollar
                         Rate Loans, such Lender shall promptly give
                         notice of that determination to the Borrowers
                         and the Agent.  The Borrowers' right to request,
                         and such Lender's obligation, if any, to make
                         Eurodollar Rate Loans shall thereupon be
                         restored.
     
                    (d)  Compensation.  In addition to all amounts
                    required to be paid by the Borrowers pursuant to
                    Section 9.3, the Borrowers shall jointly and severally
                    compensate each Lender, within thirty days of written
                    notice, for all losses, expenses and liabilities
                    (including, without limitation, any loss or expense
                    incurred by reason of the liquidation or reemployment
                    of deposits or other funds acquired by each such
                    Lender to fund or maintain such Lender's Eurodollar
                    Rate Loans to the Borrowers) which such Lender may
                    sustain (i) if for any reason not the fault of such
                    Lender, a loan, conversion into or continuation of
                    Eurodollar Rate Loans does not occur on a date
                    specified therefor in any notice given by the
                    Borrowers or a successive Interest Period does not
                    commence after notice therefor is given, or (ii) if
                    for any reason any Eurodollar Rate Loan is prepaid on
                    a date which is not the last day of the applicable
                    Interest Period, or (iii) as a consequence of a
                    required conversion of a Eurodollar Rate Loan to a
                    Base Rate Loan as a result of any of the events
                    indicated in Section 9.4, or (iv) as a consequence of
                    any failure by the Borrowers to repay Eurodollar Rate
                    Loans when required by the terms of this Agreement. 
                    Such Lender's written notice shall set forth in
                    reasonable detail the basis for such compensation and
                    shall be conclusive as to the amount of compensation
                    due to such Lender, absent manifest error.
     
                    (e)  Exhibits.  Exhibits A-1, A-2 and A-3 to
                    the Revolving Credit Agreement are deleted in their
                    entirety and Exhibits A-1, A-2 and A-3 attached hereto
                    are substituted therefor, respectively.
     
                    (f)  Amendments to Article XII.  Article XII
                    shall be amended by adding the following Section 12.3:
     
                         "Section 12.3 Documentation Agent. (a) BAI
                         shall act as Documentation Agent and in such
                         capacity will advise and consult with the Agent,
                         from time to time on an as needed basis and as
                         may be mutually satisfactory to the Agent and
                         BAI, including with respect to the amendment of
                         the Operative Documents.
     
                         (b)  The Documentation Agent shall have
                         no duties or responsibilities other than those
                         expressly set forth in clause (a) above. 
                         Neither the Documentation Agent nor any of its
                         officers, directors, employees or agents shall
                         be liable for any action taken or omitted by it
                         or them as such hereunder or under any other
                         Operative Document or in connection herewith or
                         therewith, unless caused by its or their gross
                         negligence or willful misconduct.  The duties of
                         the Documentation Agent shall be mechanical and
                         administrative in nature.  The Documentation
                         Agent shall not have by reason of this Agreement
                         or any other Operative Document a fiduciary
                         relationship in respect of any Lender or the
                         holder of any Note; and nothing in this
                         Agreement or any other Operative Document,
                         express or implied, is intended to or shall be
                         so construed as to impose upon the Documentation
                         Agent any obligations or liabilities in respect
                         of this Agreement or any other Operative
                         Document except as expressly set forth above.
     
                      ARTICLE III
     
         AMENDMENTS TO INTERCREDITOR AGREEMENT
     
          SECTION 3.01.  Amendments to Intercreditor Agreement.  The
     Intercreditor Agreement shall be, effective as of the date hereof
     and subject to the satisfaction of the conditions precedent set
     forth in Section 4.01 hereof, amended as follows:
     
          (a)  Amendments to Section 1.  Section 1 shall be amended
     by deleting in its entirety each of the following subsections (j),
     (k), (l), (m), (n) and (o):
     
               "(j) Notwithstanding the terms of the Override
               Agreement or any Transaction Document, in the event that the
               Collateral Agent receives notice pursuant to the first
               sentence of Article 5 of the Project Intercreditor
               Agreement, the Collateral Agent shall take actions pursuant
               to said Article 5 only at the direction of the Majority
               Lenders; provided, however, that any Secured Party that does
               not concur in the directions of the Majority Lenders shall
               not be obligated to provide any funds for the purchase price
               of the "Existing Creditors Call Option" (as defined in said
               Article 5), unless such funds are otherwise available to be
               borrowed by the Companies from such Secured Party pursuant
               to the Revolving Credit Agreement and the Companies so
               request such borrowing pursuant to the terms thereof.
     
               (k)  Notwithstanding the terms of the Override
               Agreement or any Transaction Document, the Collateral Agent
               shall take actions pursuant to Article 6 of the Project
               Intercreditor Agreement only at the direction of the
               Majority Lenders; provided, however, that any Secured Party
               that does not concur in the directions of the Majority
               Lenders shall not be obligated to provide any funds for the
               cure of any defaults pursuant to said Article 6, unless such
               funds are otherwise available to be borrowed by the
               Companies from such Secured Party pursuant to the Revolving
               Credit Agreement and the Companies so request such borrowing
               pursuant to the terms thereof.
     
               (l)  Notwithstanding the terms of the Override
               Agreement or any Transaction Document, the Collateral Agent
               shall take actions pursuant to Section 3.3(vi) of the
               Project Intercreditor Agreement only at the direction of the
               Majority Lenders.
     
               (m)  Notwithstanding the terms of the Override
               Agreement or any Transaction Document, the Collateral Agent
               shall agree to amendments of (i) Article III of the Master
               Common Facilities Agreement only with the consent or at the
               direction of all of the Secured Parties, (ii) any provisions
               in the Master Common Facilities Agreement regarding the use
               or disposition of any Collateral only with the consent or at
               the direction of all of the Secured Parties, and (iii) any
               other provisions in the Master Common Facility Agreement
               only with the consent or at the direction of the Majority
               Lenders.
     
               (n)  The Secured Parties hereby consent to the
               execution and delivery by the Collateral Agent of the
               following documents on or before the Initial Funding Date: 
               (i) amendments to the Basic Mortgage and the Lime Mortgages,
               in substantially the form of Exhibits B-1, B-2, B-3 and B-4
               attached to the Amendment Agreement, dated as of August 1,
               1994, among the Dravo Parties, the Lenders and FAB, as agent
               for the Lenders; (ii) the Mortgage Subordination Agreement,
               dated as of August 1, 1994, by and between the Collateral
               Agent and Lime SPV; (iii) the Assignment and Security
               Agreement; (iv) the SPV Stock Pledge Agreement; (v) the SPV
               Partner Pledge Agreement; (vi) UCC-1 financing statements
               with respect to the collateral described in the Assignment
               and Security Agreement, the SPV Partner Pledge Agreement and
               the amendments described in clause (i) above; (vii) a Deed
               of Partial Release (the "Release") with respect to certain
               improvements located on the Site (as defined in the Note
               Purchase Agreement) that will be owned by Lime SPV; and
               (viii) UCC-3 financing statement amendments with respect to
               the property described in the Release and in the Warranty
               Bill of Sale and Assignment, dated as of August 1, 1994, by
               Lime to Lime SPV.   
     
               (o)  Each Secured Party shall have the right, but not
               the obligation, to provide funds for the purchase price of
               the "Existing Creditors Call Option" (as defined in Article
               5 of the Project Intercreditor Agreement) in an amount equal
               to such Secured Party's Percentage (as defined in Section
               9.1(a) of the Revolving Credit Agreement) of such purchase
               price (or such lesser or greater amount as such Secured
               Party may agree to provide)."
     
          (b)  Amendments to Section 6.  Section 6 shall be amended
     as follows:
     
               (i)  The definition of "Collateral", "Security
               Documents" and "Sharing Payments" shall be amended to read
               as follows:
     
               "Collateral"  shall mean all real and personal
               property in or upon which a Dravo Party or other third
               Person has granted to the Collateral Agent on behalf of the
               Secured Parties or to any Secured Party, pursuant to the
               Security Documents, a lien, security interest or other
               encumbrance to secured the Secured Obligations and the Dravo
               Guaranty.
     
               "Security Documents" means the Security Agreement, the
               Dravo Pledge Agreement, the Companies Pledge Agreement, the
               Dravo Security Agreement, the Lime Patent Security
               Agreement, the Lime Mortgages, the Dravo Guaranty and all
               documents and instruments executed and delivered in
               connection therewith and any other document or instrument
               pursuant to which a Dravo Party or any other Person grants
               to the Collateral Agent or a Secured Party a security
               interest in, or lien or encumbrance upon, any real or
               personal property to secure the payment or performance of
               the Secured Obligations.
     
               "Sharing Payment" means a payment with respect to a
               Secured Obligation, whether by way of a direct payment to a
               Secured Party from a Dravo Party, including without
               limitation any payment under the Dravo Guaranty, or other
               Person or through the exercise by a Secured Party of any
               right of setoff, bankers' lien or similar right; provided,
               however, that a distribution to the Secured Parties of
               Proceeds as contemplated in Section 2 hereof shall not
               constitute a "Sharing Payment" hereunder.
     
               (ii) The following new definition shall be inserted
               in alphabetical order:
     
               "Dravo Guaranty" means that certain Guaranty Agreement
               dated as of December 31, 1995, executed in favor of the
               Collateral Agent on behalf of the Lenders, as it may be
               amended, modified or supplemented from time to time in
               accordance with its terms.
     
     
                       ARTICLE IV
     
                  CONDITIONS PRECEDENT
     
          SECTION 4.01.  Conditions of Effectiveness.  This Amendment
     shall become effective when, and only when, (a) the Agent shall have
     received counterparts of this Amendment executed by each of the
     Dravo Parties and the Lenders, (b) all accrued but unpaid interest,
     fees and expenses under the terms of the Revolving Credit Agreement,
     as amended hereby, and all outstanding fees and expenses of counsel
     to the Agent and the Lenders, shall have been paid in full to the
     extent due and payable after giving effect to this Amendment, (c)
     the Agent additionally shall have received all of the following
     documents, each (unless otherwise indicated) being dated the date of
     receipt thereof by the Agent (which date shall be the same for all
     such documents), in form and substance satisfactory to the Agent and
     the Lenders:
     
               (i)  Copies of (A) all documents evidencing all
               requisite corporate action of each Dravo Party (including
               any and all resolutions of the Board of Directors of each
               Dravo Party) authorizing the execution, delivery and
               performance of this Amendment and the matters contemplated
               hereby and thereby, (B) all documents evidencing all
               Governmental Approvals, if any, with respect to this
               Amendment and the matters contemplated hereby and thereby,
               and (C) the certificate or articles of incorporation
               (certified as of a recent date by the Secretary of the State
               of its jurisdiction of incorporation) and by-laws of each
               Dravo Party.
     
               (ii) A good standing certificate issued by the
               Secretary of State of its incorporation and certificates of
               qualification to do business as a foreign corporation for
               each Dravo Party issued by the Secretary of State of each
               State in which such Dravo Party is required by law to be
               qualified to do business, each dated as of a date not more
               than five days prior to the date hereof.
     
               (iii)     A certificate of the Secretary or an Assistant
               Secretary of each Dravo Party certifying the names and true
               signatures of the officers authorized to sign this Amendment
               on behalf of such Dravo Party and any other documents to be
               delivered by such Dravo Party hereunder.
     
               (iv) Duly executed copies of the Notes, in
               substantially the forms of Exhibits A-1, A-2 and A-3
               attached hereto.
     
               (v)  Duly executed unconditional and irrevocable
               guaranty of Dravo, in form and substance satisfactory to the
               Lenders.
     
               (vi) A favorable opinion of Buchanan Ingersoll,
               Professional Corporation, special counsel for the Dravo
               Parties, in form and substance satisfactory to the Lenders.
     
               (vii)     Such other documents, instruments, approvals
               (and, if required by the Agent, certified duplicates of
               executed copies thereof) or opinions as the Agent or any
               Lender may reasonably request.
     
          (d)  The representations and warranties contained herein
     shall be true on and as of the Effective Date; there shall exist on
     the Effective Date, no Event of Default or Default; there shall
     exist no material adverse change in the financial condition,
     business operation or prospects of any Dravo Party or its
     Subsidiaries since December 31, 1994; and each Dravo Party shall
     have delivered to the Lenders an Officer's Certificate, dated the
     Effective Date, to such effect.
     
     
                       ARTICLE V
     
             REPRESENTATIONS AND WARRANTIES
     
          SECTION 5.01.  Representations and Warranties of the Dravo
     Parties.  (a)  Each of the Dravo Parties hereby repeats and confirms
     each of the representations and warranties made by it in Article VII
     of the Override Agreement, as amended hereby, as though made on and
     as of the date hereof, with each reference therein to "this
     Agreement", the "Operative Documents", "hereof", "hereunder",
     "thereof", "thereunder" and words of like import being deemed to be
     a reference to the Override Agreement and the Operative Documents,
     in each case as amended hereby.
     
          (b)  Each of the Dravo Parties represents and warrants as
     follows:
     
               (i)  Such Dravo Party and each of its Subsidiaries is
               a corporation duly organized, validly existing and in good
               standing under the laws of the state of its incorporation
               and is duly qualified to do business in, and is in good
               standing in, all other jurisdictions where the nature of its
               business or the nature of property owned or used by it makes
               such qualification necessary.
     
               (ii)      The execution, delivery and performance by
               such Dravo Party of this Amendment are within its corporate
               powers, have been duly authorized by all necessary corporate
               action and do not contravene (A) such Dravo Party's charter
               or by-laws, (B) law or (C) any legal or contractual
               restriction binding on or affecting such Dravo Party; and
               such execution, delivery and performance do not or will not
               result in or require the creation of any Lien upon or with
               respect to any of its properties.
     
               (iii)     No Governmental Approval is required for the due
               execution, delivery and performance by such Dravo Party of
               this Amendment, except for such Governmental Approvals as
               have been duly obtained or made and which are in full force
               and effect on the date hereof and not subject to appeal.
     
               (iv)      This Amendment constitutes the legal,
               valid and binding obligations of such Dravo Party
               enforceable against such Dravo Party in accordance with its
               terms; subject to the qualifications, however, that the
               enforcement of the rights and remedies herein is subject to
               bankruptcy and other similar laws of general application
               affecting rights and remedies of creditors and that the
               remedy of specific performance or of injunctive relief is
               subject to the discretion of the court before which any
               proceedings therefor may be brought.
     
               (v)       Except as set forth in the Form 10-Q dated
               September 30, 1995, there are no pending or threatened
               actions, suits or proceedings affecting such Dravo Party or
               any of its Subsidiaries or the properties of such Dravo
               Party or any of its Subsidiaries before any court,
               governmental agency or arbitrator, that may, if adversely
               determined, materially adversely affect the financial
               condition, properties, business, operations or prospects of
               such Dravo Party and it Subsidiaries, considered as a whole,
               or affect the legality, validity or enforceability of the
               Override Agreement or any other Operative Document, in each
               case as amended by this Amendment.
     
     
                       ARTICLE VI
     
                  WAIVER OF COVENANTS
     
          SECTION 6.01.  Waiver.  Subject to the effectiveness of this
     Amendment Agreement, the Lenders, pursuant to the request of the
     Dravo Parties, hereby waive solely with respect to the quarter
     ending December 31, 1994 and the period commencing January 1, 1995
     and ending on the Effective Date hereof, the negative covenants
     contained in Sections 4.02(b)(ii), 5.01(a), 5.02(a) and 5.02(b) of
     the Override Agreement.
     
     
                      ARTICLE VII
     
                     MISCELLANEOUS
     
          SECTION 7.01.  Reference to and Effect on the Operative
     Documents. (a)  Upon the effectiveness of this Amendment, on and
     after the date hereof each reference in the Revolving Credit
     Agreement and the Override Agreement to "this Agreement",
     "hereunder", "hereof" or words of like import referring to the
     Revolving Credit Agreement and the Override Agreement, respectively,
     and each reference in the other Operative Documents to "the
     Revolving Credit Agreement", "the Override Agreement", "thereunder",
     "thereof" or words of like import referring to the Revolving Credit
     Agreement and the Override Agreement, shall mean and be a reference
     to the Revolving Credit Agreement and the Override Agreement,
     respectively, as amended hereby.
     
          (b)  Except as specifically amended above, the Revolving
     Credit Agreement, the Override Agreement and the Notes, and all
     other Operative Documents, are and shall continue to be in full
     force and effect and are hereby in all respects ratified and
     confirmed.  Without limiting the generality of the foregoing, the
     Security Documents and all of the Collateral described therein do
     and shall continue to secure the payment of all obligations of the
     Dravo Parties under the Revolving Credit Agreement, the Notes and
     the other Operative Documents, in each case as amended hereby.
     
          (c)  The execution, delivery and effectiveness of this
     Amendment shall not, except as expressly provided herein, operate as
     a waiver of any right, power or remedy of any Lender or the Agent
     under any of the Operative Documents, nor constitute a waiver of any
     provision of any of the Operative Documents.
     
          SECTION 7.02.  Costs and Expenses.  The Dravo Parties jointly
     and severally agree to pay on demand all costs and expenses incurred
     by the Agent and the Lenders in connection with the preparation,
     execution and delivery of this Amendment and the other documents to
     be delivered hereunder and thereunder, including, without
     limitation, the reasonable fees and out-of-pocket expenses of
     counsel for the Agent and the Lenders with respect thereto and with
     respect to advising the Agent and the Lenders as to their rights and
     responsibilities under this Amendment.  The Dravo Parties jointly
     and severally further agree to pay on demand all costs and expenses,
     if any (including, without limitation, reasonable counsel fees and
     expenses of counsel), incurred by the Agent and the Lenders in
     connection with the enforcement (whether through negotiations, legal
     proceedings or otherwise) of this Amendment, the Transaction
     Documents and the other documents to be delivered hereunder and
     thereunder, including, without limitation, counsel fees and expenses
     in connection with the enforcement of rights under this Section
     7.02.
     
          SECTION 7.03.  Execution in Counterparts.  This 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 but one and the same instrument.
     
          SECTION 7.04.  Governing Law.  This Amendment shall be
     governed by, and construed in accordance with, the laws of the State
     of New York.
     
               [Signatures Commence on Next Page.]<PAGE>
          IN WITNESS WHEREOF, the parties hereto have caused this
     Amendment to be executed by their respective officers thereunto duly
     authorized, as of the date first above written.
     
     
                              FIRST ALABAMA BANK, individually
                                  and as Agent
     
     
     
                              By /s/ PETER P.  GAILLARD          
                                 Name: Peter P.Gaillard
                                 Title: Senior Vice President
     
     
          <PAGE>
                              PNC BANK, NATIONAL ASSOCIATION
     
     
     
                              By /s/ MICHAEL J. BEYER            
                                 Name: Michael J.Beyer
                                 Title: Vice President
     
     
          <PAGE>
                              BANK OF AMERICA ILLINOIS,
                             individually and as Documentation Agent
     
     
     
                              By /s/ MICHAEL J. MCKENNEY        
                                 Name: Michael J. McKenney
                                 Title: Vice President
     
     
          <PAGE>
                              THE PRUDENTIAL INSURANCE
                                COMPANY OF AMERICA
     
     
                              By s/s KEVIN J. KRASKA             
                                  Name: Kevin J. Kraska
                                  Title: Vice President
     
     
          <PAGE>
                              DRAVO CORPORATION
     
     
     
                              By /s/ ERNEST F. LADD III          
                                 Name: Ernest F. Ladd III
                                 Title: Executive Vice President
     
     
                              DRAVO LIME COMPANY
     
     
     
                              By /s/ ERNEST F. LADD III          
                                 Name: Ernest F. Ladd III
                                 Title: Executive Vice President
     
     
     
                              DRAVO BASIC MATERIALS
                                COMPANY, INC.
     
     
     
                              By /s/ ERNEST F. LADD III          
                                 Name: Ernest F. Ladd III
                                 Title: Executive Vice President