<PAGE>
                                                 EXHIBIT 10.45
                      AMENDMENT NO. 2 TO
            AMENDED AND RESTATED CREDIT AGREEMENT
            --------------------------------------


    THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT
("AMENDMENT") is dated as of the 19th day of December, 1996 by and among UNC
INCORPORATED, a corporation organized under the laws of the State of Delaware
("BORROWER"), FIRST UNION COMMERCIAL CORPORATION, as administrative agent
("ADMINISTRATIVE AGENT"), FIRST UNION COMMERCIAL CORPORATION, as collateral
agent ("COLLATERAL AGENT"), FIRST UNION NATIONAL BANK OF NORTH CAROLINA, as
issuer of certain letters of credit ("ISSUING BANK"), the various
corporations identified on the signature pages hereto as a GUARANTOR (each
a "GUARANTOR" and collectively, the "GUARANTORS") and the various banks and
lending institutions identified on the signature pages hereto (collectively,
"LENDERS").


                     STATEMENT OF PURPOSE
                    ----------------------
    Pursuant to the terms and provisions of the Amended And Restated Credit
Agreement dated as of May 22, 1996 by and among the BORROWER, the
ADMINISTRATIVE AGENT, the COLLATERAL AGENT, the ISSUING BANK and the LENDERS,
as amended by the Amendment No. 1 To Amended And Restated Credit Agreement
dated October 2, 1996 ("CREDIT AGREEMENT"), the LENDERS have extended certain
credit facilities to the BORROWER in the maximum principal amount of One
Hundred Ten Million Dollars ($110,000,000.00) ("CREDIT FACILITY").  The
BORROWER from time to time makes advances and other credit accommodations to
each of the GUARANTORS with proceeds of the CREDIT FACILITY and such advances
and credit accommodations to each GUARANTOR are evidenced by a secured
promissory note from each such GUARANTOR to the order of the BORROWER which
has been assigned by the BORROWER to the COLLATERAL AGENT (all of such
secured promissory notes are collectively herein referred to as the
"GUARANTOR NOTES").

    The BORROWER'S obligations under the CREDIT FACILITY are secured by,
among other things, the security interests and liens granted by the BORROWER
to the COLLATERAL AGENT, pursuant to the terms of the Security Agremeent
dated May 22, 1996 executed by the BORROWER ("SECURITY AGREEMENT").  The
GUARANTORS have guaranteed the obligations of the BORROWER under the CREDIT
FACILITY pursuant to the terms of various Guaranty And Security Agreements
(individually "GUARANTY" and collectively, "GUARANTIES").

    The BORROWER has requested that the LENDER increase the maximum
principal amount of the CREDIT FACILITY from One Hundred Ten Million Dollars
($110,000,000.00) to One Hundred Twelve Million Dollars ($112,000,000.00). 
The LENDERS are willing to increase the maximum principal amount of the
CREDIT FACILITY as requested by the BORROWER pursuant to the terms and
provisions of this AMENDMENT.

    NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, the
parties hereto agree as follows:

  Section XXII.     RECITALS.  The parties hereto hereby acknowledge the
accuracy of the above Statement Of Purpose and hereby incorporate the
Statement Of Purpose into this AMENDMENT.

  Section XXIII.    AMENDMENT TO CREDIT AGREEMENT.  The CREDIT AGREEMENT
is hereby amended as follows:

    a.   The CREDIT AGREEMENT is hereby amended by deleting
the definition of "AGGREGATE COMMITMENT" contained in Section 1.1 of the
CREDIT AGREEMENT and substituting in lieu thereof the following:

       "AGGREGATE COMMITMENT" means the aggregate amount of the LENDER'S
    COMMITMENTS hereunder, as such amount may be reduced at any time and from
    time to time pursuant to Section 2.5.  On the CLOSING DATE, the AGGREGATE
    COMMITMENT shall be One Hundred Ten Million Dollars ($110,000,000.00) and on
    December 20, 1996 the AGGREGATE COMMITMENT shall be increased to One Hundred
    Twelve Million Dollars ($112,000,000.00).

    b. The CREDIT AGREEMENT is hereby amended by inserting at the
end of the definition of "GUARANTOR NOTES," contained in Section 1.1 of the
CREDIT AGREEMENT, immediately preceding the period, the phrase "as such
promissory notes may from time to time be amended, modified or restated."

    c. The CREDIT AGREEMENT is hereby amended by inserting at the
end of the definition of "GUARANTY AGREEMENTS," contained in Section 1.1 of
the CREDIT AGREEMENT, immediately preceding the period, the phrase "as such
agreements may from time to time be amended, modified or restated."

    d. The CREDIT AGREEMENT is hereby amended by deleting the
existing Schedule 1 of the CREDIT AGREEMENT in its entirety and substituting
in lieu thereof, as Schedule 1 of the CREDIT AGREEMENT, the Schedule 1
attached hereto and made a part hereof.

  Section XXIV.   AMENDMENT OF NOTES.

    a. The BORROWER'S Revolving Credit Note dated July 15, 1996
in the principal amount of Twenty-Four Million Seven Hundred Fifty Thousand
Dollars ($24,750,000.00) which is payable to the order of First Union
Commercial Corporation is hereby amended and restated in its entirety in
accordance with the terms of the Amended And Restated Revolving Credit Note
of even date herewith from the BORROWER to the order of First Union
Commercial Corporation in the principal amount of Twenty-Five Million Two
Hundred Thousand Dollars ($25,200,000.00);

    b. The BORROWER'S Revolving Credit Note dated July 15, 1996
in the principal amount of Twenty-Two Million Five Hundred Fifty Thousand
Dollars ($22,550,000.00) which is payable to the order of The Bank of New
York Commercial Corporation is hereby amended and restated in its entirety
in accordance with the terms of the Amended And Restated Revolving Credit
Note of even date herewith from the BORROWER to the order of The Bank of New
York Commercial Corporation in the principal amount of Twenty-Two Million
Nine Hundred Sixty Thousand Dollars ($22,960,000.00);

    c. The BORROWER'S Revolving Credit Note dated July 15, 1996
in the principal amount of Twenty-One Million Five Hundred Seventy-One
Thousand Dollars ($21,571,000.00) which is payable to the order of Sanwa
Business Credit Corporation is hereby amended and restated in its entirety
in accordance with the terms of the Amended And Restated Revolving Credit
Note of even date herewith from the BORROWER to the order of Sanwa Business
Credit Corporation in the principal amount of Twenty-One Million Nine Hundred
Sixty-Three Thousand Two Hundred Dollars ($21,963,200.00);

    d. The BORROWER'S Revolving Credit Note dated July 15, 1996
in the principal amount of Fifteen Million Two Hundred Sixty-Eight Thousand
Dollars ($15,268,000.00) which is payable to the order of IBJ Schroeder Bank
& Trust Co. is hereby amended and restated in its entirety in accordance with
the terms of the Amended And Restated Revolving Credit Note of even date
herewith from the BORROWER to the order of IBJ Schroeder Bank & Trust Co. in 
the principal amount of Fifteen Million Five Hundred Forty-Five Thousand Six
Hundred Dollars ($15,545,600.00);

    e. The BORROWER'S Revolving Credit Note dated July 15, 1996
in the principal amount of Thirteen Million Six Hundred Forty Dollars
($13,640,000.00) which is payable to the order of Bank One Columbus, N.A. is
hereby amended and restated in its entirety in accordance with the terms of
the Amended And Restated Revolving Credit Note of even date herewith from the
BORROWER to the order of Bank One Columbus, N.A. in the principal amount of
Thirteen Million Eight Hundred Eight-Eight Thousand Dollars ($13,888,000.00);
and

    f. The BORROWER'S Revolving Credit Note dated July 15, 1996
in the principal amount of Twelve Million Two Hundred Twenty-One Thousand
Dollars ($12,221,000.00) which is payable to the order of Provident Bank of
Maryland is hereby amended and restated in its entirety in accordance with
the terms of the Amended And Restated Revolving Credit Note of even date
herewith from the BORROWER to the order of Provident Bank of Maryland in the
principal amount of Twelve Million Four Hundred Forty-Three Thousand Two
Hundred Dollars ($12,443,200.00)

  Section XXV. AMENDMENT TO SECURITY AGREEMENT.  The SECURITY
AGREEMENT is hereby amended by deleting the words and number "One Hundred Ten
Million Dollars ($110,000,000.00)" from Section 1.5 of the SECURITY AGREEMENT
and substituting in lieu thereof the words and number "One Hundred Twelve
Million Dollars ($112,000,000.00)."

  Section XXVI.   CONSENT AND AGREEMENT OF GUARANTORS.  The GUARANTORS
hereby consent to the modifications contained in this AMENDMENT.  Each
GUARANTOR agrees to execute and deliver to the COLLATERAL AGENT:  (a) an
amendment and restatement of the GUARANTY of such GUARANTOR in the same form
as the existing GUARANTY of such GUARANTOR but modified to clarify that the
GUARANTOR is guarantying all of the obligations of the BORROWER under the
CREDIT FACILITY as increased and modified pursuant to the terms of this
AMENDMENT; and (b) an amendment and restatement of the GUARANTOR NOTE of such
GUARANTOR in the same form as the existing GUARANTOR NOTE of such GUARANTOR
but in the principal amount of One Hundred Twelve Million Dollars
($112,000,000.00).  The BORROWER shall endorse to the order of the COLLATERAL
AGENT each of the amended and restated promissory notes from the GUARANTORS.

  Section XXVII.  OTHER TERMS.  Except as specifically modified herein,
all other terms and provisions of the CREDIT AGREEMENT and all other
documents executed in connection therewith remain in full force and effect
and are hereby ratified and confirmed.  All security interests and liens
previously granted by the BORROWER or the GUARANTORS to secure their
respective obligations under the CREDIT FACILITY remain in full force and
effect and secure their respective obligations under the CREDIT FACILITY as
amended herein.  The modifications contained herein shall not constitute a
novation of the BORROWER'S or any of the GUARANTORS' obligations under the
documents evidencing, securing or otherwise documenting the CREDIT FACILITY.

  Section XXVIII. FEE.  On the date of this AMENDMENT, the BORROWER
shall pay to each of the LENDERS which have increased the amount of its
"COMMITMENT" (as defined in the CREDIT AGREEMENT), pursuant to the terms of
this AMENDMENT, a fee in an amount equal to three-eighths of one percent
(3/8%) of the amount of the increase in such LENDER'S COMMITMENT pursuant to
the terms of this AMENDMENT.

  Section XXIX.   BINDING NATURE.  This AMENDMENT shall be binding upon
and inure to the benefit of the parties hereto, and their respective
successors and assigns.  

  Section XXX. GOVERNING LAW.  This AMENDMENT shall be governed by
and construed and enforced in accordance with the laws of the State of
Maryland, without reference to the conflicts or choice of law principles
thereof.

  Section XXXI.   DELIVERY BY TELECOPIER.  This AMENDMENT may be
delivered by telecopier and a telefacsimile of any parties signature hereto
shall constitute an original signature for all purposes.

  Section XXXII.  COUNTERPARTS.  This AMENDMENT may be executed in
multiple counterparts, any one of which need not contain the signatures of
more than one party, but all of which, taken together, shall constitute one
and the same agreement.

  IN WITNESS WHEREOF, the parties hereto have executed this AMENDMENT
under seal as of the date first above written.

WITNESS/ATTEST:              BORROWER:

         UNC INCORPORATED,
         A Delaware Corporation


_________________________    By:  _________________________(SEAL)
                             Robert L. Pevenstein,
                             Senior Vice President and
                             Chief Executive Officer


         ADMINISTRATIVE AGENT:

         FIRST UNION COMMERCIAL CORPORATION,
         A North Carolina Corporation


_________________________    By:  _________________________(SEAL)
                             Name:____________________
                             Title:___________________


         COLLATERAL AGENT:

         FIRST UNION COMMERCIAL CORPORATION,
         A North Carolina Corporation


_________________________    By:  _________________________(SEAL)
                             Name:____________________
                             Title:___________________


         ISSUING BANK:

         FIRST UNION NATIONAL BANK OF
         NORTH CAROLINA


_________________________    By:  _________________________(SEAL)
                             Name:____________________
                             Title:___________________

WITNESS/ATTEST:              LENDERS:

         FIRST UNION COMMERCIAL CORPORATION


_________________________    By:  _________________________(SEAL)
                             Name:____________________
                             Title:___________________


         THE BANK OF NEW YORK COMMERCIAL
         CORPORATION


_________________________    By:  _________________________(SEAL)
                             Name:____________________
                             Title:___________________


         IBJ SCHROEDER BANK & TRUST CO.


_________________________    By:  _________________________(SEAL)
                             Name:____________________
                             Title:___________________


         BANK ONE, COLUMBUS, N.A.


_________________________    By:  _________________________(SEAL)
                             Name:____________________
                             Title:___________________


         SANWA BUSINESS CREDIT CORPORATION


_________________________    By:  _________________________(SEAL)
                             Name:____________________
                             Title:___________________


         PROVIDENT BANK OF MARYLAND


_________________________    By:  _________________________(SEAL)
                             Name:____________________
                             Title:___________________


WITNESS/ATTEST:              GUARANTORS:

         UNC HOLDINGS, INC.,
         A Delaware Corporation


_________________________    By:  _________________________(SEAL)
                             Robert L. Pevenstein,
                             President


         UNC/LEAR SERVICES, INC.,
         A Delaware Corporation



_________________________    By:  _________________________(SEAL)
                             Robert L. Pevenstein,
                             Vice President


         UNC ALL FAB, INC.,
         A Delaware Corporation


_________________________    By:  _________________________(SEAL)
                             Robert L. Pevenstein,
                             Vice President


         UNC METCALF SERVICING, INC.,
         A Delaware Corporation



_________________________    By:  _________________________(SEAL)
                             Robert L. Pevenstein,
                             Vice President


         UNC JOHNSON TECHNOLOGY, INC.,
         A Delaware Corporation


_________________________    By:  _________________________(SEAL)
                             Robert L. Pevenstein,
                             Vice President


         UNC ARTEX, INC.,
         A Delaware Corporation


_________________________    By:  _________________________(SEAL)
                             Robert L. Pevenstein,
                             Vice President

WITNESS/ATTEST:              UNC CAMCO INCORPORATED,
         A Delaware Corporation


_________________________    By:  _________________________(SEAL)
                             Robert L. Pevenstein,
                             Vice President


         UNC TEXAS CAMCO INCORPORATED,
         A Delaware Corporation


_________________________    By:  _________________________(SEAL)
                             Robert L. Pevenstein,
                             Vice President


         UNC ARDCO INCORPORATED,
         A Delaware Corporation


_________________________    By:  _________________________(SEAL)
                             Robert L. Pevenstein,
                             Vice President


         UNC ENGINE & ENGINE PARTS, INC.,
         A Delaware Corporation


_________________________    By:  _________________________(SEAL)
                             Robert L. Pevenstein,
                             Vice President


         UNC ACCESSORY OVERHAUL GROUP, INC.,
         A Delaware Corporation


_________________________    By:  _________________________(SEAL)
                             Robert L. Pevenstein,
                             Vice President


         UNC AVIATION SERVICES, INC.,
         A Delaware Corporation


_________________________    By:  _________________________(SEAL)
                             Robert L. Pevenstein,
                             Vice President

WITNESS/ATTEST:              UNC TRI-INDUSTRIES, INC.,
         A Delaware Corporation


_________________________    By:  _________________________(SEAL)
                             Robert L. Pevenstein,
                             Vice President


         UNC AIRWORK CORPORATION,
         A Delaware Corporation


_________________________    By:  _________________________(SEAL)
                             Robert L. Pevenstein,
                             Vice President


         UNC PACIFIC AIRMOTIVE CORPORATION,
         INC., A Delaware Corporation


_________________________    By:  _________________________(SEAL)
                             Robert L. Pevenstein,
                             President


         UNC PARTS COMPANY,
         A Maryland Corporation


_________________________    By:  _________________________(SEAL)
                             Robert L. Pevenstein,
                             President



         UNC/CFC ACQUISITION CO.,
         A Delaware Corporation


_________________________    By:  _________________________(SEAL)
                             Robert L. Pevenstein,
                             Vice President


         UNC STEARNS COMPANY,
         A Delaware Corporation


_________________________    By:  _________________________(SEAL)
                             Robert L. Pevenstein,
                             Vice President
<PAGE>
<TABLE>
<CAPTION>
                          SCHEDULE 1
                          ----------

Name and Address                                   Commitment 
----------------                                     -----------
<S>                                             <C>
First Union Commercial Corporation                 $25,200,000
One First Union Center, TW-10
301 South College Street
Charlotte, North Carolina  28288-0735

The Bank of New York Commercial Corporation        $22,960,000
1290 Avenue of the Americas, Third Floor
New York, New York  10104

IBJ Schroeder Bank & Trust Co.                     $15,545,600
1 State Street
New York, New York  10004

Bank One, Columbus, N.A.                           $13,888,000
100 East Broad Street
Columbus, Ohio  43271

Sanwa Business Credit Corporation                  $21,963,200
One South Wacker Drive, Suite 2800
Chicago, Illinois  60606

Provident Bank of Maryland                         $12,443,200
114 E. Lexington Street, 5th Floor
Baltimore, Maryland  21202
</TABLE>