AMENDMENT NO. 2
                                       TO
                                CREDIT AGREEMENT

                  AMENDMENT NO. 2 TO CREDIT AGREEMENT  ("Amendment") dated as of
March  27,  1998,  among   FINISHMASTER,   INC.,  an  Indiana  corporation  (the
"Borrower"),  the  institutions  listed on the signature pages hereof as Lenders
(the   "Lenders"),   and  NBD  BANK,   N.A.  in  its  capacity  as   contractual
representative for itself and the other Lenders (the "Agent") under that certain
Credit  Agreement  dated as of November 19, 1997 by and among the Borrower,  the
Lenders  and the  Agent,  as  amended  by  Amendment  No. 1 thereto  dated as of
December 10, 1997 (the "Credit  Agreement").  Defined  terms used herein and not
otherwise  defined  herein  shall have the  meaning  given to them in the Credit
Agreement.

                  WHEREAS, the Borrower,  the Lenders and the Agent have entered
the Credit Agreement; and

                  WHEREAS,  Borrower,  the  Lenders 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,  and  for  other  good  and  valuable  consideration,   the  receipt  and
sufficiency of which are hereby acknowledged,  the Borrower, the Lenders and the
Agent agree as follows:

                  1. Amendment to the Credit Agreement. Effective as of the date
first above  written  and  subject to the  execution  of this  Amendment  by the
parties hereto and the  satisfaction  of the  conditions  precedent set forth in
Section 2 below, the Credit Agreement shall be and hereby is amended as follows:

                  (a) Section 1.1 of the Credit  Agreement is amended to add the
         following defined terms:

                  "Supplemental Subordinated Debt" means amounts outstanding and
                  issued  from  time  to  time,  in  an  amount  not  to  exceed
                  $10,000,000, pursuant to that Certain Credit Agreement between
                  the  Borrower  and LDI,  Ltd.  dated as of March __,  1998 and
                  subject  to  the  terms  of  the  Supplemental   Subordination
                  Agreement.

                  "Supplemental  Subordination  Agreement"  means  that  certain
                  Agreement  between  LDI,  Ltd.  and the Agent on behalf of the
                  Lenders with respect to the Supplemental Subordinated Debt.

                  (b) Section  2.5(B)(i)(d)(II) is amended to add the words "and
         any Supplemental  Subordinated  Debt owed to LDI, Ltd." after the words
         "Closing Date".



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                  (c) Section  7.3(A)(ii)  is amended in its entirety to read as
         follows:

                           (ii)  the   Subordinated   Notes,   the  Supplemental
                  Subordinated Debt and any Permitted Refinancing  Indebtedness,
                  provided,  however,  that with respect to  Subordinated  Notes
                  issued pursuant to the High Yield Note  Agreement,  the amount
                  thereof may exceed the sum of (i) the principal  amount of the
                  Subordinated  Notes issued to LDI, Ltd. as of the Closing Date
                  plus  (ii)  the  Supplemental   Subordinated  Debt,  but  such
                  Subordinated  Notes  issued  pursuant  to the High  Yield Note
                  Agreement  must (a) have a Weighted  Average  Life to Maturity
                  that is  equal  to or  greater  than  the  aggregate  Weighted
                  Average Life to Maturity of the  Subordinated  Notes issued to
                  LDI,  Ltd. as of the Closing Date and (b) must contain  terms,
                  including,  without limitation,  terms with respect to amount,
                  maturity,   amortization,   interest  rate,  premiums,   fees,
                  redemption, covenants,  subordination terms, events of default
                  and remedies that are reasonably  satisfactory to the Required
                  Lenders;

                  (d)  Section  7.3(F)  is  amended  to add  the  words  "and as
         permitted  pursuant  to  Section  7.3(Q)."  after  the last word of the
         section.

                  (e)      The following new Section 7.3(Q) is added:

                           (Q) Subordinated Notes and Supplemental  Subordinated
                  Debt. The Borrower  shall not amend,  supplement or modify the
                  terms  of  the   Subordinated   Notes   or  the   Supplemental
                  Subordinated Debt, or make any payment required as a result of
                  any  amendment  or  change  thereto.  Except as  permitted  in
                  Section  2.5(B)  hereof,   Section  3  of  the   Subordination
                  Agreement as in effect on the date hereof and Section 3 of the
                  Supplemental  Subordination Agreement as in effect on the date
                  hereof,  the Borrower shall not redeem,  purchase,  prepay (by
                  setoff  or  otherwise),  defease  or repay any  principal  of,
                  premium,  if any,  or other  amount  payable in respect of the
                  Subordinated  Notes  or the  Supplemental  Subordinated  Debt,
                  provided,  however, that, if the Borrower has not executed the
                  High Yield Note  Agreement,  the  Borrower  may repay all or a
                  portion of the Supplemental  Subordinated Debt,  provided that
                  at the time of such repayment no Default or Unmatured  Default
                  has occurred and is continuing and LDI, Ltd.  agrees that if a
                  Default or Unmatured  Default  occurs  within ninety (90) days
                  after such repayment, LDI, Ltd. will return all amounts it has
                  received  from the Borrower  with respect to the  principal of
                  the Supplemental Subordinated Debt during the preceding ninety
                  (90) days,  provided that the Supplemental  Subordinated  Debt
                  has not been refinanced by Subordinated  Notes issued pursuant
                  to the High Yield Note Agreement.

                  (f)  Section  7.2(K) is  amended to delete  the  reference  to
         "March 31, 1998" and to substitute therefor "June 30, 1998".

                                                         2

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                  2. Conditions Precedent. This Amendment shall become effective
as of the date  above  written,  if, and only if,  the Agent has  received  duly
executed  originals of this  Amendment  from the  Borrower,  the Lenders and 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.

                  (b) Upon the  effectiveness  of this  Amendment,  the Borrower
hereby  reaffirms  all   representations  and  warranties  made  in  the  Credit
Agreement,  and to the extent the same are not amended  hereby,  agrees that all
such  representations  and warranties  shall be deemed to have been remade as of
the date of delivery of this  Amendment,  unless and to the extent that any such
representation  and warranty is stated to relate  solely to an earlier  date, in
which case such representation and warranty shall be true and correct as of such
earlier date.

                  4.  Reference to and Effect on the Credit Agreement.

                  (a) Upon the  effectiveness of Section 1 hereof,  on and after
the date  hereof,  each  reference  in the  Credit  Agreement  to  "this  Credit
Agreement,"  "hereunder,"  "hereof," "herein" or words of like import shall mean
and be a reference to the Credit Agreement as amended hereby.

                  (b) The Credit  Agreement,  as amended  hereby,  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)  Except  as  expressly  provided  herein,  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 (as opposed to the conflict of
law provisions) of the State of Indiana.

                  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.


                                                         3

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

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<PAGE>



                  IN WITNESS WHEREOF,  this Amendment has been duly executed and
delivered on the date first above written.


                                            FINISHMASTER, INC., as Borrower

                                            By: /s/ Roger Sorokin
                                               --------------------------------
                                               Name:  Roger Sorokin
                                               Title:  Vice President, Finance


                                            NBD BANK, N.A., as Agent

                                            By: /s/ Scott C. Morrison
                                               --------------------------------
                                               Name:  Scott C. Morrison
                                               Title:  Vice President


                                            LENDERS:

                                            NBD BANK, N.A.

                                            By: /s/ Scott C. Morrison
                                               --------------------------------
                                               Name:  Scott C. Morrison
                                               Title:  Vice President


                                            BANK OF AMERICA NATIONAL TRUST
                                            AND SAVINGS ASSOCIATION

                                            By: /s/ Michael Healy
                                               --------------------------------
                                               Name:  Michael Healy
                                               Title:  Vice President


                                            HARRIS TRUST AND SAVINGS BANK

                                            By: /s/ Peter Krawchuk
                                               --------------------------------
                                               Name:  Peter Krawchuk
                                               Title:  Vice President




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                                            KEYBANK NATIONAL ASSOCIATION

                                            By: /s/ Frank Jancar
                                               --------------------------------
                                               Name:  Frank Jancar
                                               Title:  Vice President


                                            LASALLE NATIONAL BANK

                                            By: /s/ Gary Jacobson
                                               --------------------------------
                                               Name:  Gary Jacobson
                                               Title: SVP


                                            THE NORTHERN TRUST COMPANY

                                            By: /s/ Candelario Martinez
                                               --------------------------------
                                               Name:  Candelario Martinez
                                               Title: Vice President


                                            PNC BANK, OHIO

                                            By: /s/ David F. Knuth
                                               --------------------------------
                                               Name: David F. Knuth
                                               Title:  Vice President