FIRST AMENDMENT TO SECOND AMENDED AND RESTATED

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this "Amendment") is dated December 30, 2002, and entered into by and among MMI PRODUCTS, INC., a Delaware corporation ("MMI"), MMI MANAGEMENT SERVICES, LP, a Delaware limited partnership ("Partnership"), MMI MANAGEMENT, INC., a Delaware corporation ("Management") (MMI, Partnership and Management being hereinafter individually and collectively referred to as "Existing Borrower"), STRUCTURAL REINFORCEMENT PRODUCTS, INC., a Delaware corporation ("SRP") (Existing Borrower and SRP being hereinafter individually and collectively, unless the context otherwise requires, referred to as "Borrower"), FLEET CAPITAL CORPORATION, a Rhode Island corporation, successor by merger to Fleet Capital Corporation, a Connecticut corporation, formerly known as Shawmut Capital Corporation, a Connecticut corporation, successor in interest by assignment to Barclays Business Credit, Inc., a Connecticut corporation ("Fleet"), TRANSAMERICA BUSINESS CAPITAL CORPORATION, a Delaware corporation formerly known as Transamerica Business Credit Corporation ("Transamerica") (Fleet and Transamerica are collectively referred to as "Lenders" or each individually a "Lender"), and Fleet, as collateral agent for Lenders ("Collateral Agent").

1. Existing Borrowers, Lenders and Collateral Agent have entered into that certain Second Amended and Restated Loan and Security Agreement, dated as of October 30, 2001 (as amended from time to time, the "Loan Agreement").
2. Pursuant to the terms of that certain Stock Purchase Agreement (the "SRP Stock Purchase Agreement") dated as of December 27, 2002, by and among MMI, SRP, and Quilni BV, a Dutch corporation ("Seller"), MMI has agreed to purchase from Seller, and Seller has agreed to sell to MMI, all of the issued and outstanding capital stock of SRP (the "SRP Stock Acquisition").
3. The parties hereto desire to (i) allow for, and consent to, the SRP Stock Purchase Agreement and the SRP Stock Acquisition, (ii) add SRP as a co-borrower to the credit facility established by the Loan Agreement and (iii) amend the Loan Agreement and the Other Agreements as hereinafter set forth.

NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:

1. Definitions
2. Capitalized terms used in this Amendment are defined in the Loan Agreement, as amended hereby, unless otherwise stated.
3. Amendments
4. Amendment of Preamble of the Loan Agreement.  Upon the satisfaction of the conditions set forth in Article III hereof, the preamble of the Loan Agreement is hereby deleted in its entirety and the following substituted in lieu thereof:
5. Amendment of Section 1.1 of the Loan Agreement; Amendment of Definitions.  Effective upon satisfaction of the conditions set forth in Article III of this Amendment, the definitions of "Excess Cash Flow," "Fixed Charge Coverage Ratio," "Fixed Charges," "Guarantor," "Guaranty Agreement," and "Stock Pledge Agreement" contained in Section 1.1 of the Loan Agreement are hereby deleted in their entirety and the following definitions substituted in lieu thereof:
6. Amendment of Section 1.1 of the Loan Agreement; Addition of New Definitions.  Effective upon satisfaction of the conditions set forth in Article III of this Amendment, the following definitions are hereby added to Section 1.1 of the Loan Agreement, to be placed in Section 1.1 in their proper alphabetical order and to read as follows:
7. Amendment of Section 1.4 of the Loan Agreement.  Effective upon satisfaction of the conditions set forth in Article III of this Amendment, the first sentence of Section 1.4 of the Loan Agreement is hereby deleted in its entirety and the following substituted in lieu thereof:
8. Addition of Section 2.10 to the Loan Agreement.  Effective upon satisfaction of the conditions set forth in Article III of this Amendment, the Loan Agreement is hereby amended by adding a new Section 2.10 thereto, which shall read in its entirety as follows:
9. Amendment of Section 4.1 of the Loan Agreement.  Effective upon satisfaction of the conditions set forth in Article III of this Amendment, Section 4.1 of the Loan Agreement is hereby deleted in its entirety and the following substituted in lieu thereof:
10. Amendment of Section 8.1(A) of the Loan Agreement.  Effective upon satisfaction of the conditions set forth in Article III of this Amendment, Section 8.1(A) of the Loan Agreement is hereby deleted in its entirety and the following substituted in lieu thereof:
11. Amendment of Section 8.1(P) of the Loan Agreement.  Effective upon satisfaction of the conditions set forth in Article III of this Amendment, Section 8.1(P) of the Loan Agreement is hereby deleted in its entirety and the following substituted in lieu thereof:
12. Amendment of Section 9.2(C) of the Loan Agreement.  Effective upon satisfaction of the conditions set forth in Article III of this Amendment, Section 9.2(C) of the Loan Agreement is hereby deleted in its entirety and the following substituted in lieu thereof:
13. Amendment of Section 9.2(J) of the Loan Agreement.  Effective upon satisfaction of the conditions set forth in Article III of this Amendment, Section 9.2(J) of the Loan Agreement is hereby deleted in its entirety and the following substituted in lieu thereof:
14. Amendment of Section 9.2(K) of the Loan Agreement.  Effective upon satisfaction of the conditions set forth in Article III of this Amendment, Section 9.2(K) of the Loan Agreement is hereby deleted in its entirety and the following substituted in lieu thereof:
15. Amendment of Section 11.1(I) of the Loan Agreement.  Effective upon satisfaction of the conditions set forth in Article III of this Amendment, Section 11.1(I) of the Loan Agreement is hereby deleted in its entirety and the following substituted in lieu thereof:
16. Amendment to Exhibits to the Loan Agreement.Upon the satisfaction of the conditions set forth in Article III hereof, each of Exhibits D, E, G, I, J, K and L of the Loan Agreement is hereby supplemented or, as indicated, amended, by Annex I hereto.
17. Amendment of other Loan Documents.Effective as of the date hereof, each of the Loan Documents (other than the Agreement) is hereby amended to include SRP as a "Borrower" and as a "Guarantor", as the context may require.
18. Conditions Precedent
19. Conditions to Effectiveness.  The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent, unless specifically waived in writing by Lenders:
20. Collateral Agent shall have received on behalf of the Lenders, each in form and substance satisfactory to Collateral Agent, in its sole discretion:
21. this Amendment, duly executed by Borrowers;
22. a Revolving Credit Note duly executed by Borrower and delivered to each Lender;
23. a Guaranty Agreement, duly executed by SRP;
24. an Amended and Restated Stock Pledge Agreement, duly executed by MMI and pledging the stock of Management and SRP, and stock powers, executed in blank, as to each stock certificate evidencing capital stock in SRP owned by MMI;
25. a General Certificate of each Borrower and Guarantor, (A) (i) in the case of SRP, attaching a copy of SRP's constituent organizational documents and (ii) in the case of any other Borrower and Guarantor, attaching a copy of any amendments to such Borrower's or Guarantor's, as applicable, constituent organizational documents, (B) acknowledging that such Borrower's or Guarantor's, as applicable, Board of Directors has met and has adopted, approved, consented to and ratified resolutions which authorize the execution, delivery and performance by such Borrower or Guarantor, as applicable, of this Amendment and all Other Agreements to which such Borrower or Guarantor, as applicable, is or is to be a party, and (C) providing the names of the officers of such Borrower authorized to sign this Amendment and each of the Other Agreements to which such Borrower is or is to be a party hereunder (including the certificates contemplated herein) together with specimen signatures of such officers;
26. with respect to SRP, a copy of applicable certificates of existence, good standing and/or authority to transact business issued by the appropriate governmental official in the state in which SRP was incorporated and in each other state in which SRP is required to be qualified;
27. UCC-1 Financing Statements, duly authorized by SRP, covering all of the Property of SRP, in form for filing in each appropriate jurisdiction;
28. a reliance letter from Moore & Bruce, LLP and Mayer, Brown, Rowe & Maw, acknowledging that Collateral Agent and Lenders may rely on the respective opinions issued by such counsel in connection with the SRP Stock Purchase Agreement and with respect to the transactions contemplated therein;
29. true, correct and complete copies of the SRP Stock Purchase Agreement and each Lender Pay-Off Letter (as such term is defined in the SRP Stock Purchase Agreement), and a certificate of the proper officers of Borrower certifying that the documents attached to that certificate constitute a true, correct, and complete copy of such documents and that all conditions precedent to the SRP Stock Acquisition have been met or waived, and that the SRP Stock Purchase has been consummated;
30. a Collateral Assignment of the SRP Stock Purchase Agreement, duly executed by Borrower pursuant to which Borrower shall collaterally assign its rights under the SRP Stock Purchase Agreement;
31. a consent, ratification and release executed by Guarantors, in form and substance satisfactory to Lenders; and
32. such additional documents, instruments and information as Collateral Agent, Lenders or their legal counsel may request.
33. The representations and warranties contained herein and in the Loan Agreement and the Other Agreements, as each is amended hereby, shall be true and correct as of the date hereof, as if made on the date hereof.
34. The transactions contemplated by the SRP Stock Purchase Agreement shall have been consummated in accordance SRP Stock Purchase Agreement and each document related thereto.
35. No Default or Event of Default shall have occurred and be continuing, unless such Event of Default has been specifically waived in writing by Lenders.
36. Collateral Agent shall have received payment, in immediately available funds, of a $10,000 amendment fee for further distribution to Lenders in accordance with their respective Revolving Credit Percentages, which fee shall be due and payable and shall be fully earned as of the date of execution of this Amendment.
37. All corporate proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be satisfactory to Collateral Agent, Lenders and their legal counsel.
38. Consent to Stock Acquisition and Limited Waiver
39. Upon Borrower's compliance with the terms and conditions applicable to them in Article IIIhereof, and provided that SRP complies with the terms and conditions applicable to it in Article III simultaneously with the closing of the SRP Stock Acquisition, Collateral Agent and Lenders hereby consent to the Stock Acquisition and waive any Default or Event of Default that would otherwise arise under Section 11.1(D) of the Loan Agreement solely by reason of (i) MMI's execution, delivery and performance of the SRP Stock Purchase Agreement, and (ii) MMI's consummation of the SRP Stock Acquisition.  Except as otherwise specifically provided for in this Amendment, nothing contained herein shall be construed as a waiver by Collateral Agent or Lenders of any covenant or provision of the Loan Agreement, the Other Agreements, this Amendment, or of any other contract or instrument among Borrowers, Collateral Agent and/or Lenders, and the failure of Collateral Agent or Lenders at any time or times hereafter to require strict performance by Borrowers of any provision thereof shall not waive, affect or diminish any right of Collateral Agent or Lenders to thereafter demand strict compliance therewith.  Collateral Agent and Lenders hereby reserve all rights granted under the Loan Agreement, the Other Agreements, this Amendment and any other contract or instrument among Borrowers, Collateral Agent and Lenders.
40. Ratifications, Representations and Warranties
41. Ratifications.  The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Loan Agreement and the Other Agreements, and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Loan Agreement and the Other Agreements are ratified and  confirmed and shall continue in full force and effect.  Borrowers, Collateral Agent and Lenders agree that the Loan Agreement and the Other Agreements, as amended hereby, shall continue to be legal, valid, binding and enforceable in accordance with their respective terms.
42. Representations and Warranties.  Each Borrower hereby represents and warrants to Collateral Agent and Lenders that (a) the execution, delivery and performance of this Amendment and any and all Other Agreements executed and/or delivered in connection herewith have been authorized by all requisite corporate action on the part of such Borrower and will not violate the Certificate of Incorporation or Bylaws of such Borrower; (b) the representations and warranties contained in the Loan Agreement, as amended hereby, and any Other Agreement are true and correct on and as of the date hereof and on and as of the date of execution hereof as though made on and as of each such date; (c) no Default or Event of Default under the Loan Agreement, as amended hereby, has occurred and is continuing, unless such Default or Event of Default has been specifically waived in writing by Collateral Agent and Lenders; (d) such Borrower is in full compliance with all covenants and agreements contained in the Loan Agreement and the Other Agreements, as amended hereby; (e) no Existing Borrower has amended its Certificate Incorporation or its Bylaws since the date of the execution of the Loan Agreement; and (f) SRP currently does not own any Intellectual Property.
43. Covenants.  In addition to any covenants and agreements contained in the Loan Agreement, Borrower hereby agrees to deliver to Collateral Agent the documents and materials indicated below (each of which shall be in form and substance satisfactory to Collateral Agent, in its sole discretion), by the respective dates indicated below:
44. within fourteen (14) days after the date hereof, Borrower shall have delivered to Collateral Agent:
45. the original stock certificates evidencing ownership by MMI of all the issued and outstanding capital stock of Management and SRP;
46. a current certificate of good standing for (A) each Borrower and Guarantor (other than SRP and Management) issued by the Texas Secretary of State and the Secretary of State where such Borrower or Guarantor is incorporated or organized, as applicable, and (B) Management issued by the California Secretary of State and the Delaware Secretary of State; and
47. evidence that assets acquired in connection with the Stock Acquisition have been added to the existing property and liability insurance policies of Borrower, and that Collateral Agent has been named as mortgagee, loss-payee, and additional insured on all such property and liability insurance policies pursuant to issued endorsements in form and substance satisfactory to Collateral Agent;
48. within twenty-eight (28) days after the date hereof, Borrower shall have delivered to Collateral Agent:
49. a closing book prepared in connection with the SRP Stock Purchase Agreement, containing true, correct and complete copies of the SRP Stock Purchase Agreement and the documents related thereto; and
50. copies of all filing receipts or acknowledgments issued by any governmental authority to evidence any filing or recordation necessary to perfect the Liens of Collateral Agent, for the benefit of Lenders, in the Collateral consisting of the assets of SRP (other than the Pennsylvania Owned Property, as defined below) and evidence to Collateral Agent that such Liens constitute valid and perfected first priority security interests and Liens; and
51. within forty-five (45) days after the date hereof, Borrower shall have delivered to Collateral Agent:
52. Deed of Trust, Security Agreement, Financing Statement and Assignment of Rents, duly executed by SRP, in favor of Collateral Agent, by which SRP shall grant and convey to Collateral Agent, as security for the Obligations, a Lien upon all the real Property owned in fee by SRP located in Hazleton, Pennsylvania in favor of Collateral Agent, for the benefit of Lenders (the "Pennsylvania Owned Property");
53. A fully paid mortgagee title insurance policy (or binding commitment to issue a title insurance policy, marked to Collateral Agent's satisfaction to evidence the form of such policy to be delivered after the date of this Amendment) issued by a title insurance company satisfactory to Collateral Agent, purchased at Borrower's expense, which policy shall insure a valid first Lien in favor of Collateral Agent, for the benefit of Lenders, on the Pennsylvania Owned Property, subject only to those exceptions reasonably acceptable to Collateral Agent and its counsel, and in an amount equal to not less than the fair market value of the Pennsylvania Owned Property; and a current as-built survey with respect to the Pennsylvania Owned Property certified to Collateral Agent and Collateral Agent's title insurer;
54. Evidence of extinguishment by PNC Bank, National Association of that certain irrevocable letter of credit #S204765NJY issued by PNC Bank, National Association for the account of SRP and for the benefit of The Pennsylvania Industrial Development Authority ("Authority") in connection with the industrial development revenue bond issued by the Authority or an Affiliate of Authority in connection with the Pennsylvania Owned Property;
55. Evidence of termination and release of any liens and/or security interests (including, but not limited to, any mortgages) in the assets of SRP held by Authority and/or any Affiliate of Authority which directly or indirectly secure the above-described industrial development revenue bond;
56. Phase I environmental site assessment reports, upon which Collateral Agent is expressly entitled to rely, from Terracon, stating such firm's opinion as to SRP compliance with all Environmental Laws with respect to all of the real Property to be owned by SRP;
57. copies of all filing receipts or acknowledgments issued by any governmental authority to evidence any filing or recordation necessary to perfect the Liens of Collateral Agent, for the benefit of Lenders, in the Collateral consisting of the Pennsylvania Owned Property and evidence to Collateral Agent that such Liens constitute valid and perfected first priority security interests and Liens; and
58. such instruments, assignments or documents as may be required to cause Collateral Agent's Lien, for the benefit of Lenders, to be noted on any motor vehicle title certificates for motor vehicles forming a part of the Collateral, specifically any motor vehicles owned by SRP.
59. Intellectual Property Security Agreement.  In addition to any covenants and agreements contained in the Loan Agreement, if SRP shall ever acquire or otherwise become the owner of Intellectual Property, SRP agrees to thereafter promptly execute and deliver to Collateral Agent, in form and substance satisfactory to Collateral Agent, such Intellectual Property security agreements necessary or desirable, in the credit judgment of Collateral Agent, in connection with the grant by SRP to Collateral Agent, for the benefit of Lenders, of a perfected first priority Lien in all Intellectual Property of SRP (exclusive of any Intellectual Property of SRP which is registered under the laws of a country other than the United States).
60. Miscellaneous Provisions
61. Survival of Representations and Warranties.  All representations and warranties made in the Loan Agreement or any Other Agreement, including, without limitation, any document furnished in connection with this Amendment, shall survive the execution and delivery of this Amendment and the Other Agreements, and no investigation by Collateral Agent or Lenders or any closing shall affect the representations and warranties or the right of Collateral Agent or Lenders to rely upon them.
62. Reference to Loan Agreement.  Each of the Loan Agreement and the Other Agreements, and any and all other agreements, documents or instruments now or hereafter executed and delivered pursuant to the terms hereof or pursuant to the terms of the Loan Agreement, as amended hereby, are hereby amended so that any reference in the Loan Agreement and such Other Agreements to the Loan Agreement shall mean a reference to the Loan Agreement as amended hereby.
63. Expenses of Collateral Agent and Lenders.  As provided in the Loan Agreement, each Borrower agrees to pay on demand all costs and expenses incurred by Collateral Agent and Lenders in connection with the preparation, negotiation, and execution of this Amendment and the Other Agreements executed pursuant hereto and any and all amendments, modifications, and supplements thereto, including, without limitation, the costs and fees of Collateral Agent's and Lenders' legal counsel, and all costs and expenses incurred by Collateral Agent and Lenders in connection with the enforcement or preservation of any rights under the Loan Agreement, as amended hereby, or any Other Agreements, including, without limitation, the costs and fees of Collateral Agent's and Lenders' legal counsel.
64. Severability.  Any provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable.
65. Successors and Assigns.  This Amendment is binding upon and shall inure to the benefit of Collateral Agent, Lenders and Borrowers and their respective successors and assigns, except that no Borrower may assign or transfer any of its rights or obligations hereunder without the prior written consent of Collateral Agent.
66. Counterparts.  This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument.
67. Effect of Waiver.  No consent or waiver, express or implied, by Collateral Agent or Lenders to or for any breach of or deviation from any covenant or condition by Borrowers shall be deemed a consent to or waiver of any other breach of the same or any other covenant, condition or duty.
68. Headings.  The headings, captions, and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment.
69. Applicable Law.  THIS AMENDMENT AND ALL OTHER AGREEMENTS EXECUTED PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE IN AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.
70. Release.  EACH BORROWER HEREBY ACKNOWLEDGES THAT IT HAS NO DEFENSE, COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY THE "OBLIGATIONS" OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM COLLATERAL AGENT OR LENDERS.  EACH BORROWER HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES COLLATERAL AGENT AND LENDERS, THEIR PREDECESSORS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS, FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS AMENDMENT IS EXECUTED, WHICH THE BORROWER MAY NOW OR HEREAFTER HAVE AGAINST COLLATERAL AGENT AND/OR LENDERS, THEIR PREDECESSORS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM ANY "LOANS", INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE LOAN AGREEMENT OR OTHER AGREEMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT.
71. Final Agreement.  THE LOAN AGREEMENT AND THE OTHER AGREEMENTS, EACH AS AMENDED HEREBY, REPRESENT THE ENTIRE EXPRESSION OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF ON THE DATE THIS AMENDMENT IS EXECUTED.  THE LOAN AGREEMENT AND THE OTHER AGREEMENTS, AS AMENDED HEREBY, MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.  NO MODIFICATION, RESCISSION, WAIVER, RELEASE OR AMENDMENT OF ANY PROVISION OF THIS AMENDMENT SHALL BE MADE, EXCEPT BY A WRITTEN AGREEMENT SIGNED BY BORROWERS AND MAJORITY LENDERS.

[The Remainder of this Page Intentionally Left Blank]

IN WITNESS WHEREOF, this Amendment has been executed on the date firstabove-written, to be effective upon satisfaction of the conditions set forth herein.

BORROWERS:
MMI PRODUCTS, INC.
By:	/s/	Robert N. Tenczar
Name:	Robert N. Tenczar
Title:	Chief Financial Officer,

Vice President and Secretary

MMI MANAGEMENT SERVICES LP
By:	MMI PRODUCTS, INC.,
	its General Partner
	By:	/s/	Robert N. Tenczar
	Name:	Robert N. Tenczar
	Title:	Chief Financial Officer,

Vice President and Secretary

MMI MANAGEMENT INC.
By:	/s/	Walter J. Muratori
Name:	Walter J. Muratori
Title:	Vice President

STRUCTURAL REINFORCEMENT PRODUCTS, INC.
By:	/s/	James M. McCall
Name:	James M. McCall
Title:	Senior Vice President

LENDERS:
FLEET CAPITAL CORPORATION
By:	/s/	Hance VanBeber
Name:	Hance VanBeber
Title:	Senior Vice President

TRANSAMERICA BUSINESS CAPITAL CORPORATIONBy:	/s/	Vik Dewanjee
Name:	Vik Dewanjee
Title:	Vice President

COLLATERAL AGENT:
FLEET CAPITAL CORPORATION
By:	/s/	Hance VanBeber
Name:	Hance VanBeber
Title:	Senior Vice President



Annex I

Amendments to Exhibits



Exhibit D - Borrower Business Locations

(1)(o-1) Box 490A Forest Road, Hazleton, Luzerne County, PA 18201 [Add to "Owned business locations"]

(2)(d)  Box 490A Forest Road, Hazleton, Luzerne County, PA 18201

(3)(aa) Box 490A Forest Road, Hazleton, Luzerne County, PA 18201

Exhibit E - Corporate Names

(1)  Structural Reinforcement Products, Inc.  (name will be changed to "Ivy Steel & Wire, Inc." after the date of the First Amendment)

(2)  Structural Reinforcement Products, Inc.

Exhibit G - Capital Structure

(i)(d)  Structural Reinforcement Products, Inc., a Delaware corporation, 100% owned by MMI Products, Inc.  (name will be changed to "Ivy Steel & Wire, Inc." after the date of the First Amendment)

(ii)(a) Change "Citicorp Venture Capital Ltd., a New York corporation" to "Court Square Capital, Ltd.

(iii)(e)  3,000 shares of Common Stock, par value $15.00 per share, issued and held by MMI Products, Inc.

(iv)(d)  SRP - Common Stock, par value $15.00 per share

3,000 Authorized

3,000 Issued

-0- Treasury

Exhibit I - Litigation

Kenneth Schuck Trucking has claimed either directly or through a collection agency that it is due from SRP $29,138.00 from 1996 to 1997 primarily for unauthorized detention time relating to trucking charges.  SRP believes that these charges are invalid.  In some cases, the invoices for which claims were asserted had been paid, and SRP has so informed the claimant.  SRP has not established any reserve for this claim.

MCI WorldCom has invoiced SRP for approximately $10,800, which SRP disputes.  The charges span a period from the beginning of the contract (in excess of two (2) years) to the current period.  Repeated documented attempts via phone calls, e-mails, and faxes have been made to try to resolve this issue with MCI WorldCom, without success.  Periodic payments have been made, but the account remains past due according to the MCI WorldCom records.  Considering the situation of MCI WorldCom a full resolution may take time.  The disputed amount has not been reserved.

Exhibit J - Pension Plans

Structural Reinforcement Products, Inc. 401(k) Plan

Exhibit K - Labor Contracts

(i)  SRP - Hazleton, Pennsylvania

The United Steel Workers of America has been recognized as the collective bargaining unit for the Company's hourly employees.  A collective bargaining agreement is currently being negotiated, but no agreement has yet been reached.

Exhibit L - Capital Leases

Personal Property

(5)  Lease between PNC Leasing and SRP dated June 4, 1999, covering an MG 303 Welder.

(6)  Lease between Topp Copy and SRP dated January 1, 2002, covering a Ricoh Copier

(7)  Lease between Advanced Business Equipment and SRP, month to month, covering a 4560 Copier.

(8)  Lease between NMHG Financial Services and SRP, dated October 1999, covering a Hyster Forklift Truck.



CONSENT, RATIFICATION AND RELEASE

Each of the undersigned, hereby consents to the terms of the within and foregoing Amendment, confirms and ratifies the terms of its guaranty agreement, and acknowledges that its guaranty agreement is in full force and effect, that it has no defense, counterclaim, set-off or any other claim to diminish its liability under such document, that its consent is not required to the effectiveness of the within and foregoing document, and that no consent by it is required for the effectiveness of any future amendment, modification, forbearance or other action with respect to the Loans, the Collateral, or any of the Other Agreements.  EACH OF THE UNDERSIGNED HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES COLLATERAL AGENT AND LENDERS, THEIR PREDECESSORS, OFFICERS, DIRECTORS,EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS, FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS AMENDMENT IS EXECUTED, WHICH THE UNDERSIGNED MAY NOW OR HEREAFTER HAVE AGAINST COLLATERAL AGENT OR LENDERS, THEIR PREDECESSORS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS,OR OTHERWISE, AND ARISING FROM ANY "LOANS", INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR,CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE LOAN AGREEMENT OR OTHER AGREEMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT.

GUARANTORS:
MERCHANTS METALS HOLDING COMPANY
By:	/s/	Robert N. Tenczar
Name:	Robert N. Tenczar
Title:	Chief Financial Officer,

Vice President and Secretary

MMI MANAGEMENT SERVICES LP
By:	MMI PRODUCTS, INC.,
	its General Partner
	By:	/s/	Robert N. Tenczar
	Name:	Robert N. Tenczar
	Title:	Chief Financial Officer,

Vice President and Secretary

MMI MANAGEMENT INC.
By:	/s/	Walter J. Muratori
Name:	Walter J. Muratori
Title:	Vice President

STRUCTURAL REINFORCEMENT PRODUCTS, INC.
By:	/s/	James M. McCall
Name:	James M. McCall
Title:	Senior Vice President