Exhibit 10.84.2
                                                                  EXECUTION COPY


                                 AMENDMENT NO. 1

                            Dated as of June 23, 2004

                                       to

                                CREDIT AGREEMENT

                           Dated as of March 31, 2004

         THIS AMENDMENT NO. 1 ("Amendment") is made as of June 23, 2004 by and
among Headwaters Incorporated (the "Borrower"), the financial institutions
listed on the signature pages hereof (the "Lenders") and Bank One, NA (Main
Office Chicago), as Administrative Agent (the "Agent"), under that certain
Credit Agreement dated as of March 31, 2004 by and among the Borrower, the
Lenders and the Agent (the "Credit Agreement"). Capitalized terms used herein
and not otherwise defined herein shall have the respective meanings given to
them in the Credit Agreement.

         WHEREAS, the Borrower has requested that the Aggregate Revolving Loan
Commitment be increased from $50,000,000 to $75,000,000;

         WHEREAS, Bank of America, N.A. (the "New Lender") has agreed to
provide, subject to the terms and conditions hereof, a new Revolving Loan
Commitment in the aggregate amount of $25,000,000;

         WHEREAS, the Borrower, the Lenders party hereto, the New Lender and the
Agent have agreed to amend the Credit Agreement on the terms and conditions set
forth herein;

         NOW, THEREFORE, in consideration of the premises set forth above, the
terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Borrowers, the Lenders party hereto, the New Lender and the Agent have agreed to
the following amendments to the Credit Agreement.

         1. Amendments to Credit Agreement. Effective as of June 23, 2004 (the
"Effective Date") but subject to the satisfaction of the conditions precedent
set forth in Section 2 below, (a) the Credit Agreement is amended to increase
the Aggregate Revolving Loan Commitment to $75,000,000, (b) the New Lender is
deemed to be a Lender for all purposes under the Credit Agreement and (c) the
Commitment Schedule is amended and restated in its entirety to read as set forth
on Annex A hereto. The Borrower hereby agrees to compensate each Lender for all
losses, expenses and liabilities incurred by such Lender in connection with the
sale and assignment of any Eurodollar Loans and the reallocation described in
Section 2(a) below, in each case on the terms and in the manner set forth in
Section 3.4 of the Credit Agreement.

         2. Conditions of Effectiveness. The effectiveness of this Amendment is
subject to the conditions precedent that (a) the Agent shall have administered

<PAGE>

the reallocation of the Aggregate Outstanding Revolving Credit Exposure on the
Effective Date ratably among the Lenders after giving effect to the increase in
the Aggregate Revolving Loan Commitment pursuant hereto and (b) the Agent shall
have received (i) counterparts of this Amendment duly executed by the Borrower,
the Required Lenders, the New Lender and the Agent and the Consent and
Reaffirmation attached hereto duly executed by the Guarantors, (ii) copies of
resolutions or actions of any other body authorizing the execution of this
Amendment by each Credit Party, (iii) favorable written opinions of counsels to
the Credit Parties, in form and substance reasonably acceptable to the Agent and
its counsel and (iv) such other instruments and documents as are reasonably
requested by the Agent.

         3. Representations and Warranties of the Borrower. The Borrower hereby
represents and warrants as follows:

         (a) This Amendment and the Credit Agreement as amended hereby
constitute legal, valid and binding obligations of the Borrower and are
enforceable against the Borrower in accordance with their terms, except as
enforceability may be limited by (i) bankruptcy, insolvency, fraudulent
conveyances, reorganization or similar laws relating to or affecting the
enforcement of creditors' rights generally; (ii) general equitable principles
(whether considered in a proceeding in equity or at law); and (iii) requirements
of reasonableness, good faith and fair dealing.

         (b) As of the date hereof and giving effect to the terms of this
Amendment, (i) there exists no Default or Unmatured Default and (ii) the
representations and warranties contained in Article V of the Credit Agreement,
as amended hereby, are true and correct, except for representations and
warranties made with reference solely to an earlier date.

         4. Reference to and Effect on the Credit Agreement.

         (a) Upon the effectiveness hereof, each reference to the Credit
Agreement in the Credit Agreement or any other Loan Document shall mean and be a
reference to the Credit Agreement as amended hereby.

         (b) Except as specifically amended above, the Credit Agreement and all
other documents, instruments and agreements executed and/or delivered in
connection therewith shall remain in full force and effect and are hereby
ratified and confirmed.

         (c) The execution, delivery and effectiveness of this Amendment shall
not operate as a waiver of any right, power or remedy of the Agent or the
Lenders, nor constitute a waiver of any provision of the Credit Agreement or any
other documents, instruments and agreements executed and/or delivered in
connection therewith.

         5. Governing Law. This Amendment shall be governed by and construed in
accordance with the internal laws of the State of New York, but giving effect to
federal laws applicable to national banks.

         6. Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.

                                       2
<PAGE>

         7. Counterparts. This Amendment may be executed by one or more of the
parties hereto on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.

                            [Signature Pages Follow]



                                       3
<PAGE>

         IN WITNESS WHEREOF, this Amendment has been duly executed as of the day
and year first above written.

                            HEADWATERS INCORPORATED,
                                 as the Borrower

                            By: /s/ Steven G. Stewart
                                ---------------------------------
                            Name: Steven G. Stewart
                            Title:   CFO



                            BANK ONE, NA (MAIN OFFICE CHICAGO),
                            as Administrative Agent, as Swing Line Lender,
                            as LC Issuer and as a Lender

                            By: /s/ Tony C. Nielsen
                                ---------------------------------
                            Name: Tony C. Nielsen
                            Title:  First V.P.


                            WELLS FARGO BANK, NA,
                            as a Lender


                            By: /s/ Troy S. Akagi
                                ---------------------------------
                            Name:  Troy S. Akagi
                            Title: Vice President


                            ZIONS FIRST NATIONAL BANK,
                            as a Lender


                            By: /s/ Tracy Groll
                                ---------------------------------
                            Name:  Tracy Groll
                            Title: Vice President

                            GUARANTY BANK,
                            as a Lender


                            By: /s/  Scott L. Brewer
                                ---------------------------------
                            Name:  Scott L. Brewer
                            Title:  Senior V. P.


                                       4
<PAGE>

                             BANK OF AMERICA, N.A.,
                             as the New Lender


                             By:  /s/ David R. Barney
                                ---------------------------------
                             Name: David R. Barney
                             Title: Senior Vice President

                                       5
<PAGE>

                        Signature Page to Amendment No.1
                             Headwaters Incorporated
                   Credit Agreement dated as of March 31, 2004
                            CONSENT AND REAFFIRMATION


         Each of the undersigned hereby acknowledges receipt of a copy of the
foregoing Amendment No. 1 to the Credit Agreement dated as of March 31, 2004 (as
the same may be amended, restated, supplemented or otherwise modified from time
to time, the "Credit Agreement") by and among Headwaters Incorporated (the
"Borrower"), the financial institutions from time to time party thereto (the
"Lenders") and Bank One, NA (Main Office Chicago), in its individual capacity as
a Lender and in its capacity as contractual representative (the "Agent"), which
Amendment No. 1 is dated as of June 23, 2004 (the "Amendment"). Capitalized
terms used in this Consent and Reaffirmation and not defined herein shall have
the meanings given to them in the Credit Agreement. Without in any way
establishing a course of dealing by the Agent or any Lender, each of the
undersigned consents to the Amendment and reaffirms the terms and conditions of
the Guaranty Agreement, the Pledge and Security Agreement and any other Loan
Document executed by it and acknowledges and agrees that such agreement and each
and every such Loan Document executed by the undersigned in connection with the
Credit Agreement remains in full force and effect and is hereby reaffirmed,
ratified and confirmed. All references to the Credit Agreement contained in the
above-referenced documents shall be a reference to the Credit Agreement as so
modified by the Amendment and as the same may from time to time hereafter be
amended, modified or restated.

Dated:  June 23, 2004

                                     COVOL SERVICES CORPORATION,
                                     HEADWATERS CLEAN COAL CORP.,
                                     HEADWATERS HEAVY OIL, INC.,
                                     HEADWATERS NANOKINETIX, INC.,
                                     HEADWATERS OLYSUB CORPORATION,
                                     HEADWATERS TECHNOLOGY INNOVATION
                                          GROUP, INC.,
                                     HTI CHEMICAL SUBSIDIARY, INC.
                                     HYDROCARBON TECHNOLOGIES, INC.

                                     By       /s/ Harlan M. Hatfield
                                     Name:    Harlan M. Hatfield
                                     Title:   Vice President, General Counsel
                                              and Secretary

<PAGE>

                                     ACM GEORGIA, INC.,
                                     AMERICAN CONSTRUCTION MATERIALS, INC.,
                                     GLOBAL CLIMATE RESERVE CORPORATION,
                                     VFL TECHNOLOGY CORPORATION
                                     ISG RESOURCES, INC.,
                                     BEST MASONRY & TOOL SUPPLY, INC.,
                                     LEWIS W. OSBORNE, INC.,
                                     UNITED TERRAZZO SUPPLY CO., INC.,
                                     MAGNA WALL, INC.,
                                     ISG MANUFACTURED PRODUCTS, INC.,
                                     ISG PARTNER, INC.,
                                     ISG SERVICES CORPORATION,
                                     ISG SWIFT CRETE, INC.,
                                     DON'S BUILDING SUPPLY, L.P.,
                                     PALESTINE CONCRETE TILE COMPANY, L.P.,

                                     By       /s/ Curtis J. Brown
                                     Name:    Curtis J. Brown
                                     Title:   Secretary

<PAGE>
<TABLE>
<CAPTION>
                                               ANNEX A


                                        COMMITMENT SCHEDULE


                                    Revolving Loan Commitments

                                       Amount of Revolving             % of Aggregate Revolving
Lender                                  Loan Commitment                     Loan Commitment
------                                 -------------------             ------------------------
<S>                                      <C>                                  <C>
Bank of America, N.A.                    $25,000,000                           33.33%

Bank One, NA                             $15,000,000                           20%

Wells Fargo Bank, NA                     $12,500,000                           16.67%

Zions First National Bank                $12,500,000                           16.67%

Guaranty Bank                            $10,000,000                           13.33%
                                         -----------                           --
TOTAL                                    $75,000,000.00                       100%



<CAPTION>
                                        Term Loan Commitments


                                         Amount of Term                 % of Aggregate Term
Lender                                   Loan Commitment                  Loan Commitment
------                                   ---------------                --------------------
<S>                                      <C>                                  <C>
Bank One, NA                             $15,000,000                           30%

Wells Fargo Bank, NA                     $12,500,000                           25%

Zions First National Bank                $12,500,000                           25%

Guaranty Bank                            $10,000,000                           20%
                                         -----------                           --

TOTAL                                    $50,000,000.00                       100%
</TABLE>