<PAGE>

         AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED CREDIT
            AGREEMENT AND AGENCY SUBSTITUTION AGREEMENT

THIS AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment"), dated as of August 31, 1999, is made among BMC West Corporation, a
Delaware corporation (the "Borrower"), the financial institutions listed on the
signature pages hereof under the heading "BANKS" (each a "Bank" and,
collectively, the "Banks"), Wells Fargo Bank, National Association ("Wells Fargo
Bank"), as resigning agent for the Banks (in such capacity, the "Resigning
Agent") and Bank of America, N.A. (formerly known as Bank of America National
Trust and Savings Association) ("Bank of America"), as successor agent for the
Banks (in such capacity, the "Successor Agent"). The Borrower, the Banks and the
Resigning Agent are parties to a Third Amended and Restated Credit Agreement,
effective as of September 30, 1998, as amended by that certain Amendment No. 1
to Third Amended and Restated Credit Agreement dated as of March 31, 1999 (as so
amended, the "Credit Agreement"). The Borrower has requested that the Banks (i)
agree to certain amendments to the Credit Agreement in order to, among other
things, increase the Total Commitment upon the effectiveness of this Amendment
and extend the Scheduled Reduction Date to November 30, 1999, (ii) agree to the
replacement of Wells Fargo as Issuing Bank under the Credit Agreement by Bank of
America and (iii) accept the resignation of the Resigning Agent as Agent under
the Credit Agreement and appoint the Successor Agent as Agent under the Credit
Agreement. The Banks have agreed to such request, subject to the terms and
conditions hereof.

Accordingly, the parties hereto agree as follows:

DEFINITIONS; INTERPRETATION.

TERMS DEFINED IN CREDIT AGREEMENT. All capitalized terms used in this Amendment
(including in the recitals hereof and in the Consent of Guarantor attached
hereto) and not otherwise defined herein shall have the meanings assigned to
them in the Credit Agreement.

INTERPRETATION. The rules of interpretation set forth in Section 1 of the
Credit Agreement shall be applicable to this Amendment and are incorporated
herein by this reference.

AMENDMENTS TO THE CREDIT AGREEMENT.

AMENDMENTS. The Credit Agreement shall be amended as follows, effective as of
the date of satisfaction of the conditions set forth in Section 6 (the
"Effective Date"):

(a)      Section 2.02(a) is hereby amended by substituting One Hundred Forty-
         Five Million Dollars ($145,000,000) as the Total Commitment until the
         Scheduled Reduction Date and One Hundred Twenty-Five Million Dollars
         ($125,000,000) as the Total Commitment on and after the Scheduled
         Reduction Date.

(b)      Section 2.02(d)(i) is hereby amended by substituting One Hundred
         Twenty-Five Million Dollars ($125,000,000) in place of Seventy Million
         Dollars ($70,000,000).


                                       24
<PAGE>

(c)      SCHEDULE I to the Credit Agreement is hereby amended by amending and
         restating the Commitment amounts set forth for each Bank as follows:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
                                     Commitment
                                  Before Scheduled      Proportionate          Commitment On          Proportionate
                                     Reduction         Share of Total       and After Scheduled      Share of Total
             Bank                       Date             Commitment           Reduction Date           Commitment
-----------------------------------------------------------------------------------------------------------------------
<S>                               <C>                  <C>                  <C>                      <C>
Bank of America, N.A.               $65,000,000         44.82758620%            $55,000,000           44.00000000%
-----------------------------------------------------------------------------------------------------------------------
KeyBank National Association        $30,000,000         20.68965517%            $20,000,000           16.00000000%
-----------------------------------------------------------------------------------------------------------------------
Wells Fargo Bank, National
Association                         $25,000,000         17.24137931%            $25,000,000           20.00000000%
-----------------------------------------------------------------------------------------------------------------------
U.S. Bank National Association      $25,000,000         17.24137931%            $25,000,000           20.00000000%
-----------------------------------------------------------------------------------------------------------------------
             TOTAL                 $145,000,000             100%               $125,000,000               100%
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

(d)      SCHEDULE II to the Credit Agreement is hereby amended by amending and
         restating the DEFINITIONS OF "FEDERAL FUNDS RATE," "LIBO RATE," "PRIME
         RATE" AND "SCHEDULED REDUCTION DATE" AS SET FORTH ON ANNEX A.

AMENDMENT TO TABLE OF CONTENTS. The Table of Contents of the Credit Agreement
shall be amended to the extent necessary to reflect the amendments to the Credit
Agreement made in subsection (a).

REFERENCES WITHIN CREDIT AGREEMENT. Each reference in the Credit Agreement to
"this Agreement" and the words "hereof," "herein," "hereunder," or words of
like import, shall mean and be a reference to the Credit Agreement as amended
by this Amendment.

                  CERTAIN TRANSITIONAL MATTERS. On the Effective Date, the
amount of Revolving Loans then outstanding and held by each Bank shall be
adjusted to reflect the changes in the Banks' Proportionate Shares of the
Revolving Loans, subject to Section 2.11 of the Credit Agreement. Each Bank
having Revolving Loans then outstanding and whose Proportionate Share in respect
of Revolving Loans has been decreased on the Effective Date as a result of the
increase in the Total Commitments and concurrent adjustment of the Commitment of
each Bank contemplated hereby shall be deemed to have assigned on the Effective
Date, without recourse, to each Bank increasing its Commitment on the Effective
Date such portion of such Revolving Loans as shall be necessary to effectuate
such adjustment. Each such Bank increasing its Commitment on the Effective Date
shall (i) be deemed to have assumed such portion of such Revolving Loans and
(ii) fund on the Effective Date such assumed amounts to the Successor Agent for
the account of the assigning Bank in accordance with the provisions hereof in
the amount notified to such increasing Bank by the Successor Agent. On or
promptly after the Effective Date, each Bank shall surrender to Successor Agent
its Revolving Loan Notes for replacement and Borrower, at its own expense, shall
execute and deliver to the Successor Agent in exchange for the surrendered
Revolving Loan Notes, a new Revolving Loan Note to the order of each Bank in the
amount of such Bank's Commitment after the Effective Date, dated the Effective
Date and otherwise in the form of the Revolving Loan Note replaced thereby. The


                                       25
<PAGE>

Revolving Loan Notes surrendered by the Banks shall be returned by the Successor
Agent to Borrower marked "replaced".

RESIGNATION OF RESIGNING AGENT AND APPOINTMENT OF SUCCESSOR AGENT.



                                       26
<PAGE>

The Resigning Agent hereby provides notice to the Banks that, effective as of
the Effective Date, it hereby resigns as Agent under the Credit Agreement,
and the Banks and the Borrower hereby accept such resignation. On the
Effective Date, the Resigning Agent shall be discharged from its duties and
obligations as Agent under the Credit Agreement for matters arising on and
after the Effective Date, PROVIDED that the provisions of Section VII shall
continue in effect for its benefit in respect of any actions taken or omitted
to be taken while it was acting as Agent under the Credit Agreement. The
Borrower hereby consents to such resignation.

The Banks hereby appoint, effective as of the Effective Date, the Successor
Agent as Agent under the Credit Agreement, and the Successor Agent hereby
accepts such appointment. On the Effective Date, the Successor Agent shall
succeed to and become vested with all the rights, powers, privileges and duties
of the Resigning Agent as Agent under the Credit Agreement and all other Credit
Documents (including, without limitation, that certain Continuing Guaranty, as
amended, made by the Parent in favor of the Banks and the Resigning Agent). The
Borrower hereby consents to such appointment.

On or promptly following the Effective Date, (i) the Resigning Agent shall
refund to the Borrower any agency fees paid to the Resigning Agent pursuant
to the Agent Fee Letter, pro rated for the number of days remaining in the
period covered by such agency fee from and after the Effective Date, (ii) the
Resigning Agent shall deliver to the Successor Agent copies of its records
consisting of the Interest Account, the Register, all withholding tax
certificates, if any, delivered to the Agent by the Banks, all files, records
and other items regarding disbursements and payments under the Credit
Agreement since September 30, 1998, and all other notices, records,
certificates, documents and agreements as may be reasonably requested by the
Successor Agent which are held by the Resigning Agent in its capacity as
Agent under the Credit Agreement, and (iii) the Borrower shall have paid all
accrued and unpaid fees payable to the Resigning Agent under the Credit
Agreement.

On the Effective Date, the Borrower shall execute and deliver to the
Successor Agent a signed counterpart of a letter agreement dated the date
hereof pertaining to the payment of agency fees to the Successor Agent and
shall pay to the Successor Agent any agency fees then due thereunder.
Effective as of the Effective Date, such letter agreement shall replace the
existing Agent Fee Letter and be deemed the Agent Fee Letter for all purposes
of the Credit Agreement and the other Credit Documents.

On and after the Effective Date, all notices and payments to the Agent under
the Credit Agreement shall be directed to the Successor Agent in accordance
with the following notice and payment information:


                                       27
<PAGE>

                             BANK OF AMERICA, N.A.,
                                    as Agent

        Notices for Borrowing, Conversions/Continuations, and Payments:

                              Bank of America, N.A.
                      Agency Administrative Services #5596
                            Mail Code: CA4-706-05-09
                        1850 Gateway Boulevard, 5th Floor
                                Concord, CA 94520
                            Attention: Irene Ruddell
                            Telephone (925) 675-8441
                            Facsimile: (925) 969-2829

                                 OTHER NOTICES:

                              Bank of America, N.A.
                          Diversified Industries #9994
                            Mail Code: CA5-705-41-89
                        555 California Street, 41st Floor
                             San Francisco, CA 94104
                             Attention: Kevin Leader
                            Telephone (415) 622-8168
                            Facsimile: (415) 622-2385

                             AGENT'S PAYMENT OFFICE:

                              Bank of America, N.A.
                             1850 Gateway Boulevard
                                Concord, CA 94520
                 Attention: Agency Administrative Services #5596
                                 Reference: BMHC
                 For credit to Bancontrol Acct. No. 12335-17996

Each Bank represents and warrants to the Successor Agent that the following
amounts of principal and accrued and unpaid interest are outstanding under the
Credit Agreement as of August 31, 1999:

<TABLE>
<CAPTION>

                                                                                             Accrued and
          Bank                                                  Outstanding Loans          Unpaid Interest
          ----                                                  -----------------          ---------------
          <S>                                                   <C>                        <C>
          Bank of America, N.A.                                 $21,719,160.00              $154,644.16
                                                                ==============              ===========
          Keybank National Association                          $26,062,992.00              $185,572.99
                                                                ==============              ===========
          Wells Fargo Bank, National Association                $30,406,824.00              $216,501.82
                                                                ==============              ===========
          U.S. Bank National Association                        $30,406,824.00              $216,501.82
                                                                ==============              ===========
</TABLE>


                                       28
<PAGE>

Except as expressly set forth herein, the Resigning Agent makes no
representations or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Credit Agreement or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement or any other
instrument or document furnished pursuant thereto. The Resigning Agent makes no
representation or warranty in connection with, and assumes no responsibility
with respect to, the solvency, financial condition or statements of the
Borrower, or the performance or observance by the Borrower, of any of its
respective obligations under the Credit Agreement or any other instrument or
document furnished in connection therewith.

The Successor Agent (i) acknowledges that it has received a copy of the
Credit Agreement and the Schedules and Exhibits thereto and such other
documents and information as it has deemed appropriate to make its own credit
and legal analysis and decision to become the Agent under the Credit
Agreement; and (ii) agrees that it will, independently and without reliance
upon the Resigning Agent and based on such documents and information as it
shall deem appropriate at the time, make its own credit and legal decisions
in taking or not taking action in its capacity as Agent under the Credit
Agreement.

         REPLACEMENT OF ISSUING BANK. Effective as of the Effective Date,
Bank of America shall replace Wells Fargo Bank as Issuing Bank under the
Credit Agreement. On the Effective Date, Wells Fargo Bank shall be discharged
from its duties and obligations as Issuing Bank under the Credit Agreement
and Bank of America shall succeed to and become vested with all the rights,
powers, privileges and duties of the Issuing Bank under the Credit Agreement.
The Borrower and the Banks hereby consent to such replacement of the Issuing
Bank. On and after the Effective Date, all notices to the Issuing Bank under
the Credit Agreement shall be directed to Bank of America in accordance with
the following notice information:

                             BANK OF AMERICA, N.A.,
                                 as Issuing Bank

                              ADDRESS FOR NOTICES:

                              Bank of America, N.A.
                         Trade Operations Center #22621

                            Mail Code: CA9-703-19-23
                        333 So. Beaudry Ave., 19th Floor
                              Los Angeles, CA 90017
                             Attention: Sandra Leon
                            Telephone (213) 345-5231
                            Facsimile: (213) 345-6694

CONDITIONS OF EFFECTIVENESS. The effectiveness of this Amendment shall be
subject to the satisfaction of each of the following conditions precedent:


                                       29
<PAGE>

CONSENT OF GUARANTOR. The Successor Agent shall have received a Consent of
Guarantor (the "Guarantor Consent") in the form attached hereto duly executed by
the Parent, consenting to the amendments and agency succession contemplated by
this Amendment;

DOCUMENTS AND ACTION RELATING TO COLLATERAL. The Parent shall have (i)
pledged the capital stock of BMHC Framing, Inc. to the Successor Agent
pursuant to a Pledge Agreement in substantially the form of Exhibit A hereto
(the "BMHC Framing Pledge Agreement"), (ii) executed and delivered to the
Successor Agent stock transfer powers executed in blank and such UCC-1
financing statements (as furnished by the Successor Agent) in each
jurisdiction in which such filing is necessary to perfect the security
interest of the Successor Agent in the pledged collateral, and (iii)
delivered such other items as reasonably requested by the Successor Agent in
connection with the foregoing, including search reports and other
certificates and documents.

ADDITIONAL CLOSING DOCUMENTS AND ACTIONS. The Successor Agent shall have
received the following, in form and substance satisfactory to it and the
Banks:

(e)      a certificate of a Responsible Officer of the Borrower, stating
         that (A) the representations and warranties contained in Section 7 are
         true and correct on and as of the Effective Date as though made on and
         as of the Effective Date, and (B) on and as of the Effective Date,
         after and giving effect to the amendment of the Credit Agreement
         contemplated hereby, no Default shall have occurred and be continuing;
         and

(f)      a certificate of a Responsible Officer of the Guarantor, stating that
         the representations and warranties contained in Section 5 of the
         Guaranty are true and correct on and as of the Effective Date as though
         made on and as of such date; and

CORPORATE DOCUMENTS. The Successor Agent shall have received the following, in
form and substance satisfactory to it:

(g)      a certificate of the Secretary or Assistant Secretary of the Borrower,
         dated the Effective Date, certifying (A) copies of the resolutions of
         the Board of Directors of the Borrower authorizing the execution,
         delivery and performance of this Amendment and (B) the incumbency,
         authority and signatures of each officer of the Borrower authorized to
         execute and deliver this Amendment;

(h)      a certificate of the Secretary or Assistant Secretary of the Guarantor,
         dated the Effective Date, certifying (A) copies of the resolutions of
         the Board of Directors of the Guarantor authorizing the execution,
         delivery and performance of the Guarantor Consent and the BMHC Framing
         Pledge Agreement and (B) the incumbency, authority and signatures of
         each officer of the Guarantor authorized to execute and deliver the
         Guarantor Consent and the BMHC Framing Pledge Agreement; and


                                       30
<PAGE>

MATERIAL ADVERSE EFFECT. On and as of the Effective Date, there shall have
occurred no Material Adverse Effect since the date of this Amendment.

REPRESENTATIONS AND WARRANTIES; NO DEFAULT. On the Effective Date, after giving
effect to the amendment of the Credit Agreement contemplated hereby:

(i)      the representations and warranties contained in Section 7 shall be true
         and correct on and as of the Effective Date as though made on and as of
         such date; and

(j)      no Default shall have occurred and be continuing.

COMMITMENT FEES; RESIGNING AGENT COSTS AND EXPENSES. The Borrower shall have
paid to the Resigning Agent (i) all unpaid Commitment Fees accrued to (but not
including) the Effective Date, and (ii) all unpaid costs and expenses payable to
the Resigning Agent by the Borrower under the Credit Agreement which are owing
to the Resigning Agent as of the Effective Date.

ADDITIONAL DOCUMENTS. The Successor Agent shall have received, in form and
substance satisfactory to it, such additional approvals, opinions, documents
and other information as the Successor Agent or any Bank (through the
Successor Agent) may reasonably request.

                  REPRESENTATIONS AND WARRANTIES. To induce the Banks to enter
into this Amendment, the Borrower hereby confirms and restates, as of the date
hereof, the representations and warranties made by it in Section 4.01 of the
Credit Agreement and in the other Credit Documents. For the purposes of this
Section 7, (i) each reference in Section 4.01 of the Credit Agreement to "this
Agreement," and the words "hereof," "herein," "hereunder," or words of like
import in such Section, shall mean and be a reference to the Credit Agreement as
amended by this Amendment, and each reference in such Section to "the Credit
Documents" shall mean and be a reference to the Credit Documents as amended as
contemplated hereby, (ii) Section 4.01(h) of the Credit Agreement shall be
deemed instead to refer to the last day of the most recent fiscal quarter and
fiscal year for which financial statements have then been delivered, and (iii)
any representations and warranties which relate solely to an earlier date shall
not be deemed confirmed and restated as of the date hereof (PROVIDED that such
representations and warranties shall be true, correct and complete as of such
earlier date). The Borrower further represents and warrants to the Successor
Agent and the Banks that (A) no Revolver Extension Request has been delivered by
the Borrower pursuant to Section 2.01(h) of the Credit Agreement and that the
scheduled Revolving Loan Maturity Date remains February 28, 2000, and (B) no
Letters of Credit or Letter of Credit Agreements are outstanding under the
Credit Agreement and no Request for Letter of Credit is currently pending.

                  CONSENT TO CREDIT AGREEMENT DATED AS OF AUGUST 24, 1999.
Subject to the following proviso, the Resigning Agent, the Successor Agent and
each Bank hereby acknowledges and consents to the execution and delivery by the
Parent, the Company and certain Subsidiaries of the Parent of that certain
Credit Agreement dated as of August 24, 1999, among the Parent, the Borrower and
certain other Subsidiaries of the Parent, as guarantors, the lenders party
thereto, and Bank of America, as administrative agent for such lenders, PROVIDED
that there shall be no borrowings made or letters of credit issued thereunder
until such time as all amounts due under the Credit Agreement (as defined in the
recitals hereof) have been paid in full, the


                                       31
<PAGE>

Borrower is not obligated with respect to any Letters of Credit, and all
Commitments have been terminated.

MISCELLANEOUS.



                                       32
<PAGE>

NOTICE. The Successor Agent shall notify the Borrower , the Guarantor and the
Banks of the occurrence of the Effective Date.

CREDIT AGREEMENT OTHERWISE NOT AFFECTED. Except as expressly amended pursuant
hereto, the Credit Agreement shall remain unchanged and in full force and
effect and is hereby ratified and confirmed in all respects. The Banks', the
Resigning Agent's and the Successor Agent's execution and delivery of, or
acceptance of, this Amendment and any other documents and instruments in
connection herewith (collectively, the "Amendment Documents") shall not be
deemed to create a course of dealing or otherwise create any express or
implied duty by any of them to provide any other or further amendments,
consents or waivers in the future.

NO RELIANCE. The Borrower hereby acknowledges and confirms to the Resigning
Agent, the Successor Agent and the Banks that the Borrower is executing this
Amendment and the other Amendment Documents on the basis of its own
investigation and for its own reasons without reliance upon any agreement,
representation, understanding or communication by or on behalf of any other
Person.

COSTS AND EXPENSES. The Borrower agrees to pay to the Resigning Agent and the
Successor Agent on demand their respective reasonable out-of-pocket costs and
expenses, and the reasonable fees and disbursements of their respective
counsel (including allocated costs of internal counsel), in connection with
the negotiation, preparation, execution and delivery of this Amendment and
any other documents to be delivered in connection herewith.

BINDING EFFECT. This Amendment shall be binding upon, inure to the benefit of
and be enforceable by the Borrower, the Resigning Agent, the Successor Agent
and each Bank and their respective successors and assigns.

GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA.

COMPLETE AGREEMENT; AMENDMENTS. This Amendment, together with the other
Amendment Documents and the other Credit Documents, contains the entire and
exclusive agreement of the parties hereto and thereto with reference to the
matters discussed herein and therein. This Amendment supersedes all prior
commitments, drafts, communications, discussion and understandings, oral or
written, with respect thereto. This Amendment may not be modified, amended or
otherwise altered except in accordance with the terms of Section 8.04 of the
Credit Agreement.

SEVERABILITY. Whenever possible, each provision of this Amendment shall be
interpreted in such manner as to be effective and valid under all applicable
laws and regulations. If, however, any provision of this Amendment shall be
prohibited by or invalid under any such law or regulation in any
jurisdiction, it shall, as to such jurisdiction, be deemed modified to
conform to the minimum requirements of such law or regulation, or, if for any
reason it is not deemed so


                                       33
<PAGE>

modified, it shall be ineffective and invalid only to the extent of such
prohibition or invalidity without affecting the remaining provisions of this
Amendment, or the validity or effectiveness of such provision in any other
jurisdiction.

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 shall be deemed to be an original and all of which taken together
shall constitute but one and the same agreement.

INTERPRETATION. This Amendment and the other Amendment Documents are the
result of negotiations between and have been reviewed by counsel to the
Resigning Agent, the Successor Agent, the Borrower and other parties, and are
the product of all parties hereto. Accordingly, this Amendment and the other
Amendment Documents shall not be construed against any of the Banks, the
Resigning Agent or the Successor Agent merely because of the Resigning
Agent's, the Successor Agent's or any Bank's involvement in the preparation
thereof.

CREDIT DOCUMENTS. This Amendment and the other Amendment Documents shall
constitute Credit Documents.

                            [Signature pages follow.]


                                       34
<PAGE>

IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment, as of
the date first above written.

                                         THE BORROWER

                                         BMC WEST CORPORATION

                                         By:_________________________________
                                            Title:

                                         THE RESIGNING AGENT

                                         WELLS FARGO BANK,
                                         NATIONAL ASSOCIATION

                                         By:_________________________________
                                            Title:

                                         THE SUCCESSOR AGENT

                                         BANK OF AMERICA, N.A. (formerly
                                         known as Bank of America National Trust
                                         and Savings Association)

                                         By:_________________________________
                                            Title:

                                         THE BANKS

                                         WELLS FARGO BANK, NATIONAL
                                         ASSOCIATION, as a Bank

                                         By:__________________________________
                                            Title:

                                         BANK OF AMERICA, N.A. (formerly
                                         known as Bank of America National Trust
                                         and Savings Association), as a Bank

                                         By:_________________________________
                                            Title:

                                         U.S. BANK NATIONAL ASSOCIATION

                                         By:_________________________________
                                            Title:


                                       35
<PAGE>

                                         KEYBANK NATIONAL ASSOCIATION

                                         By:_________________________________
                                            Title:


                                       36
<PAGE>

                       CONSENT AND AGREEMENT OF GUARANTOR

The undersigned, in its capacity as a guarantor, acknowledges that its consent
to the foregoing Amendment No. 2 to Third Amended and Restated Credit Agreement
and Agency Substitution Agreement (the "AMENDMENT") is not required, but the
undersigned nevertheless does hereby consent to the foregoing Amendment and to
the documents and agreements referred to therein (including but not limited to
the agreement to increase the Total Commitment to $145,000,000 on the Effective
Date of the Amendment). Nothing herein or in the Amendment shall in any way
limit any of the terms or provisions of the Continuing Guaranty of the
undersigned in the Agent's and the Banks' favor, or any other Credit Document
executed by the undersigned (as the same may be amended from time to time), all
of which are hereby ratified and affirmed in all respects.

GUARANTOR:

BUILDING MATERIALS HOLDING
CORPORATION

By:_________________________________
   Title:


                                       37
<PAGE>

                                     Annex A
       to Amendment No. 2 to Third Amended and Restated Credit Agreement
                        and Agency Substitution Agreement

         "FEDERAL FUNDS RATE" shall mean, for any day, the rate set forth in the
weekly statistical release designated as H.15(519), or any successor
publication, published by the Federal Reserve Bank of New York with respect to
the preceding Business Day opposite the caption "Federal Funds (Effective)"; or,
if for any relevant day such rate is not so published with respect to any such
preceding Business Day, the rate for such day will be the arithmetic mean as
determined by the Agent of the rates for the last transaction in overnight
Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by
each of three leading brokers of Federal funds transactions in New York City
selected by the Agent.

         "LIBO RATE" shall mean, for any Interest Period, with respect to
Revolving LIBOR Loans comprising part of the same Borrowing, the rate of
interest per annum (rounded upward to the next 1/16th of 1%) determined by the
Agent as follows:

                                                LIBOR
               LIBO Rate =        --------------------------------------
                                   1.00 - Eurodollar Reserve Percentage

Where,

                  "Eurodollar Reserve Percentage" means for any day for any
                  Interest Period the maximum reserve percentage (expressed as a
                  decimal, rounded upward to the next 1/100th of 1%) in effect
                  on such day (whether or not applicable to any Bank) under
                  regulations issued from time to time by the Federal Reserve
                  Board for determining the maximum reserve requirement
                  (including any emergency, supplemental or other marginal
                  reserve requirement) with respect to Eurocurrency funding
                  (currently referred to as "Eurocurrency liabilities"); and

                  "LIBOR" means: (i) the rate of interest per annum determined
                  by the Agent to be the rate of interest per annum (rounded
                  upward to the nearest 1/100th of 1%) appearing on Dow Jones
                  Page 3750 (as defined below) for Dollar deposits in the
                  approximate amount of the Revolving LIBOR Loan to be made,
                  continued or converted by Bank of America, N.A. ("BofA") and
                  having a maturity comparable to such Interest Period, at
                  approximately 11:00 a.m. (London time) two Business Days prior
                  to the commencement of such Interest Period, subject to clause
                  (ii) below; or (ii) if for any reason the rate is not
                  available as provided in the preceding clause (i) of this
                  definition, "LIBOR" instead means the rate of interest per
                  annum determined by the Agent to be the arithmetic mean
                  (rounded upward to the nearest 1/16th of 1%) of the rates of
                  interest per annum notified to the Agent by BofA as the rate
                  of interest at which Dollar deposits in the approximate amount
                  of the Revolving LIBOR Loan to be made, continued or converted
                  by BofA, and having a maturity comparable to such Interest
                  Period, would be offered to major banks in the London
                  interbank market at their request at approximately 11:00 a.m.
                  (London time) two Business Days prior to the commencement of
                  such


                                       38
<PAGE>

                  Interest Period. As used in this definition, "Dow Jones
                  Page 3750" means the display designated as "3750" on the Dow
                  Jones Market Service (formerly known as the Telerate Service)
                  or any replacement page thereof or successor thereto.

                  The LIBO Rate shall be adjusted automatically as to all
         Revolving LIBOR Loans then outstanding as of the effective date of any
         change in the Eurodollar Reserve Percentage.

         "PRIME RATE" shall mean, for any day; the rate of interest in effect
for such day as publicly announced from time to time by BofA as its prime rate
or reference rate. (The prime rate or reference rate is a rate set by BofA based
upon various factors including BofA's costs and desired return, general economic
conditions and other factors, and is used as a reference point for pricing some
loans, which may be priced at, above, or below such announced rate.) Any change
in the prime rate or reference rate announced by BofA shall take effect at the
opening of business on the day specified in the public announcement of such
change.

         "SCHEDULED REDUCTION DATE" means November 30, 1999.


                                       39