EXHIBIT 99(b)
                                                                   -------------


                               FIRST AMENDMENT TO
                                CREDIT AGREEMENT

          THIS FIRST AMENDMENT TO CREDIT AGREEMENT  ("First  Amendment") is made
and entered  into as of the 14th day of  December,  2001 (the  "First  Amendment
Effective  Date"),  by and among NATIONAL CITY BANK OF INDIANA  ("National  City
Bank"),  FIRSTAR BANK,  N.A.,  ("Firstar"),  PNC BANK ("PNC"),  HARRIS TRUST AND
SAVINGS BANK ("Harris"),  LASALLE BANK NATIONAL ASSOCIATION ("LaSalle Bank") and
THE HUNTINGTON NATIONAL BANK ("Huntington")  (National City Bank, Firstar,  PNC,
Harris, LaSalle Bank and Huntington being herein referred to collectively as the
"Lenders"),  National  City Bank,  as agent for the Lenders (the  "Agent"),  and
FINISHMASTER, INC. (the "Borrower").

                                    Recitals

          1. The  Borrower,  the  Lenders  and the Agent are parties to a Credit
Agreement dated as of March 29, 2001 (the "Credit Agreement").

          2.  The   Borrower   desires  to  form  a   wholly-owned   Subsidiary,
FinishMaster  Services,  Inc., an Indiana corporation  ("FSI"),  and to transfer
certain of its assets and properties to FSI (the "Asset Transfer"). By letter to
the Agent dated December 11, 2001, the Borrower requested that the Agent and the
Lenders (a) consent to the creation of FSI and the Asset Transfer,  (b) agree to
increase the maximum  aggregate  consideration  for  Permitted  Acquisitions  in
calendar year 2001 from  $8,000,000.00  to  $9,000,000.00  and (c) waive certain
provisions  of the Credit  Agreement as they pertain to the  acquisition  by the
Borrower of Scotty's Paint Supply,  Inc., a Florida corporation  ("Scotty's") to
the extent provided in Paragraph 7 of this First Amendment.

          3. Subject to the terms and conditions  stated in this First Amendment
and pursuant to and in accordance with Section 9.3 of the Credit Agreement,  the
Lenders  and the Agent are willing to modify and amend the Credit  Agreement  as
provided in this First Amendment.

                                    Agreement

          NOW  THEREFORE,  the  Borrower,  the  Lenders  and the Agent  agree as
follows:

          1.  Definitions.  All terms  used in the  Recitals  and in this  First
Amendment that are defined in the Credit Agreement and are not otherwise defined
herein are used in this First  Amendment  with the meanings  ascribed to them in
the Credit Agreement, as amended by this First Amendment.

          2. Amendments to Credit Agreement.

          (a) Increase of Maximum Aggregate Permitted Acquisition Consideration.
Section  7.3(G)(iii)(e)  of the Credit  Agreement is hereby deleted and replaced
with the following, effective as of the First Amendment Effective Date:

          (e) the aggregate  purchase price (excluding  assumed  liabilities but
     not   indebtedness   for  borrowed  money)  in  connection  with  all  such
     transactions during any calendar year from and after the Closing Date shall
     not exceed

                    ----------------------- --------------------------
                        Calendar Year          Maximum Aggregate
                                             Consideration for All
                                                  Acquisitions
                    ----------------------- --------------------------
                             2001                 $9,000,000.00
                    ----------------------- --------------------------
                             2002                $10,000,000.00
                    ----------------------- --------------------------
                             2003                $10,000,000.00
                    ----------------------- --------------------------
                             2004                $10,000,000.00
                    ----------------------- --------------------------
                             2005                $10,000,000.00
                    ----------------------- --------------------------
                             2006                $10,000,000.00
                    ----------------------- --------------------------

          (b) Schedule 6.8 Replaced. Schedule 6.8 to the Credit Agreement, which
sets forth a  description  of the  corporate  structure  of the Borrower and its
Subsidiaries,  is hereby deleted and replaced with Schedule 6.8 attached  hereto
and made a part hereof for all  purposes,  effective  as of the First  Amendment
Effective Date.

          3.  Amendment of Other Loan  Documents.  All  references to the Credit
Agreement  in the other  Loan  Documents  shall mean the  Credit  Agreement,  as
modified and amended by this First  Amendment and as it may be further  amended,
modified, extended, renewed,  supplemented and/or restated from time to time and
at any time.  The other Loan  Documents  are hereby  modified and amended to the
extent necessary to conform them to, or to cause them to accurately reflect, the
terms of the Credit  Agreement,  as modified by this First Amendment.  Except as
otherwise  expressly  provided  herein,  all of the terms and  provisions of the
Credit  Agreement and the other Loan Documents,  as modified and amended by this
First  Amendment,  remain in full  force and  effect,  and fully  binding on the
parties thereto and their respective successors and assigns.

          4. Binding on Successors and Assigns.  All the terms and provisions of
this  First  Amendment  shall be  binding  upon and inure to the  benefit of the
parties hereto, their respective successors,  assigns and legal representatives.
Whenever in this First  Amendment any of the parties hereto is referred to, such
reference shall be deemed to include the successors and assigns of such party.

          5.  Representations  and  Warranties.   The  Borrower  represents  and
warrants to the Lenders and the Agent that:

          (i)  (A)  The  execution,  delivery  and  performance  of  this  First
Amendment and all  agreements  and documents  delivered  pursuant  hereto by the
Borrower have been duly  authorized by all necessary  action and do not and will
not  violate  any  provision  of any law,  rule,  regulation,  order,  judgment,
injunction,  or writ presently in effect applying to the Borrower, or any of its
constituent  documents,  or result in a breach of or  constitute a default under
any material agreement,  lease or instrument to which the Borrower is a party or
by which the Borrower or any of its properties may be bound or affected;  (B) no
authorization, consent, approval, license, exemption or filing of a registration
with any court or governmental department,  agency or instrumentality is or will
be necessary to the valid execution,  delivery or performance by the Borrower of
this First Amendment and all agreements and documents delivered pursuant hereto;
and (C) this First Amendment and all agreements and documents delivered pursuant
hereto by the  Borrower  are the legal,  valid and  binding  obligations  of the
Borrower,  as a signatory  thereto,  and  enforceable  against  the  Borrower in
accordance with the terms thereof.

          (ii) After  giving  effect to the  amendments  contained in this First
Amendment,  the  representations  and warranties  contained in Article VI of the
Credit Agreement are true and correct on and as of the First Amendment Effective
Date with the same force and effect as if made on and as of the First  Amendment
Effective  Date,  except  that the  representation  in Section 6.4 of the Credit
Agreement  shall be deemed to refer to the financial  statements of the Borrower
most  recently  delivered  to the Agent prior to the First  Amendment  Effective
Date.

          6. Conditions.  The obligation of the Lenders and the Agent to execute
and to perform this First Amendment shall be subject to full satisfaction of the
following conditions precedent on or before the First Amendment Effective Date:

          (a) The Agent shall have  received  copies,  certified as of the First
Amendment  Effective  Date  by  the  Secretary  or  Assistant  Secretary  of the
Borrower,  of such  corporate  documents or  resolutions  of the Borrower as the
Lenders or the Agent may request  evidencing  necessary  corporate action by the
Borrower  with  respect  to this First  Amendment  and all other  agreements  or
documents delivered pursuant hereto as the Lenders or the Agent may request.

          (b) The Agent shall have received a certificate, in form and substance
satisfactory  to  the  Agent,  signed  by the  chief  financial  officer  of the
Borrower,  stating  that on the First  Amendment  Effective  Date no  Default or
Unmatured Default has occurred and is continuing.

          (c) The Agent shall have received the pro forma  financial  statements
required  to be  delivered  pursuant  to  Section  7.3(G)(iii)(d)  of the Credit
Agreement.

          (d) This  First  Amendment  shall  have  been (i)  duly  executed  and
delivered by the Borrower to the Lenders and the Agent,  (ii) duly  executed and
delivered  to the  Lenders  and the  Agent by  Refinishers  Warehouse,  Inc.,  a
Michigan  corporation,  with respect to the Consent and  Reaffirmation  provided
herein, and (iii) executed by the Lenders and the Agent.

          (e) The Borrower  shall have paid all costs and  expenses  incurred by
the Lenders and the Agent in connection  with the  negotiation,  preparation and
closing of this First Amendment and the other documents and agreements delivered
pursuant  hereto,  including the reasonable fees and  out-of-pocket  expenses of
Baker & Daniels, special counsel to the Agent.

          7.  Acquisition of Scotty's Paint Supply,  Inc. On the First Amendment
Effective  Date,  the  Borrower  will  complete the  acquisition  of 100% of the
outstanding  Capital Stock of Scotty's.  The Borrower has advised the Agent that
it intends to merge Scotty's into the Borrower  following the  acquisition.  The
Agent and the Lenders  hereby (a) consent to the  acquisition by the Borrower of
the Capital  Stock of Scotty's and (b) so long as the Merger  Condition (as such
term is defined  below) is  satisfied  in full on or before  February  14, 2002,
waive, in connection with the acquisition of the Capital Stock of Scotty's,  (i)
compliance by the Borrower with Sections 7.2(K),  7.2(L) and 7.3(G)(ii) and (ii)
the  requirement  that the  Borrower  include on Schedule  6.8 any  reference to
Scotty's as a Subsidiary of the Borrower.  As used in this Paragraph 7, the term
"Merger  Condition"  shall mean a  requirement  that the  Borrower  and Scotty's
complete a merger  transaction  pursuant  to which  Scotty's  is merged into the
Borrower,  with the  Borrower  remaining  the  surviving  entity,  on terms  and
conditions in all respects  satisfactory  to the Agent.  In the event the Merger
Condition is not satisfied in full on or before  February 14, 2002,  the consent
and waiver provided for in this Paragraph 7 shall be void ab initio.

          8. Consent to Formation of FSI and Asset Transfer. Effective as of the
Transfer  Effective  Date (as such term is defined  below),  and  subject to the
complete  satisfaction of all of the conditions precedent described in Paragraph
6 of this  First  Amendment  and this  Paragraph  8,  each of the  Agent and the
Lenders hereby (a) consents to the formation of FSI as a wholly-owned Subsidiary
of the  Borrower  and (b) waives any breach of the Credit  Agreement  or Default
thereunder  or under  any of the Loan  Documents  that is  caused  solely by the
formation of FSI as described  herein or by the Asset Transfer.  As used herein,
the term  "Transfer  Effective  Date" shall mean the date on which the  Borrower
completes the Asset Transfer to FSI.

          The  consent  provided  for in  this  Paragraph  8 is  subject  in all
respects to the complete satisfaction of the following conditions precedent (the
"Transfer Conditions") on or prior to the Transfer Effective Date:

          (a) The Agent shall have received a certificate  of existence for FSI,
certified  by the  Secretary  of State of Indiana not more than twenty (20) days
prior to the Transfer Effective Date.

          (b) The Agent shall have received copies, certified as of the Transfer
Effective  Date by the Secretary or Assistant  Secretary of FSI, of its Articles
of  Incorporation  (together  with all amendments  thereto),  By-Laws and of its
Board of Directors'  resolutions  (and  resolutions of other bodies,  if any are
deemed  necessary  by counsel  for any Lender)  authorizing  the  execution  and
delivery of the FSI Loan Documents.

          (c) The Agent shall have received an incumbency certificate,  executed
by the Secretary or Assistant Secretary of FSI, which shall identify by name and
title and bear the  signature of the officers of FSI  authorized to sign the FSI
Loan  Documents,  upon  which  certificate  the Agent and the  Lenders  shall be
entitled to rely until informed of any change in writing by the Borrower or FSI.

          (d) FSI shall have  executed  and  delivered  to the Agent a Trademark
Security  Agreement,  in form and  substance  the same as Exhibit  B-6  attached
hereto and made a part hereof for all purposes.

          (e) FSI shall  have  executed  and  delivered  to the Agent a Security
Agreement,  in form and  substance  the same as Exhibit B-7 attached  hereto and
made a part hereof for all purposes.

          (f) FSI shall have executed and delivered to the Agent a Guaranty,  in
form and  substance  the same as  Exhibit  B-8  attached  hereto and made a part
hereof for all purposes.

          (j) The Borrower shall have (i) executed and delivered to the Agent an
Amended and Restated Pledge Agreement, in form and substance the same as Exhibit
B-9 attached hereto and made a part hereof for all purposes (the "Amended Pledge
Agreement"),  (ii) delivered to the Agent the original  certificates  evidencing
one hundred  percent (100%) of the issued and  outstanding  common stock of FSI,
and  (iii)  executed  and  delivered  to the Agent  stock  powers in the form of
Exhibit B attached to the Amended Pledge Agreement, duly executed in blank.

          (k) The Agent  shall have  received  Uniform  Commercial  Code  search
results  pertaining  to FSI showing  only those Liens as are  acceptable  to the
Agent.

          (l) The Agent  shall have  received  evidence of the filing of Uniform
Commercial  Code  financing  statements  reflecting  the  filing  in all  places
required by  applicable  law to perfect the  security  interests  granted to the
Agent,  for its benefit and for the benefit of the Lenders (the "FSI Lien"),  in
the  Collateral  (as such term is described in the FSI Security  Agreement) as a
first  priority Lien as to items of Collateral (as such term is described in the
FSI  Security  Agreement)  in which a security  interest may be perfected by the
filing of financing  statements,  and such other  documents  and/or  evidence of
other actions as may be necessary  under  applicable law to perfect the FSI Lien
as a first priority Lien, as the Agent may require.

          (m) The Agent shall have received a written  opinion of the Borrower's
and FSI's  counsel,  addressed  to the Agent  and the  Lenders,  dated as of the
Transfer  Effective Date  addressing  the issues  identified in Exhibit A hereto
containing  assumptions  and  qualifications  acceptable  to the  Agent  and the
Lenders.

          (n) The  Lenders  and the Agent shall have  received  such  additional
agreements,  documents  and  certifications,  fully  executed  by the  Borrower,
Refinishers  Warehouse and/or FSI, as may be reasonably requested by the Lenders
and the Agent.

          (o) FSI shall  have  executed  and  delivered  to the  Agent,  for its
benefit  and the  benefit  of the  Lenders,  a  certificate  that  contains  the
following  representations  and  warranties,  each  effective as of the Transfer
Effective Date:

               (i) (A) The  execution,  delivery  and  performance  of the  Loan
          Documents  to be executed  and  delivered by it pursuant to this First
          Amendment (the "FSI Loan  Documents") and all agreements and documents
          delivered  pursuant  hereto by FSI have been  duly  authorized  by all
          necessary  action and do not and will not violate any provision of any
          law, rule, regulation, order, judgment,  injunction, or writ presently
          in effect  applying to FSI, or any of its  constituent  documents,  or
          result  in a breach of or  constitute  a  default  under any  material
          agreement, lease or instrument to which FSI is a party or by which FSI
          or  any  of  its  properties   may  be  bound  or  affected;   (B)  no
          authorization,  consent,  approval,  license, exemption or filing of a
          registration  with any  court or  governmental  department,  agency or
          instrumentality  is or  will  be  necessary  to the  valid  execution,
          delivery  or  performance  by FSI of the FSI  Loan  Documents  and all
          agreements and documents  delivered  pursuant hereto;  and (C) the FSI
          Loan  Documents and all agreements  and documents  delivered  pursuant
          hereto by FSI are the legal, valid and binding  obligations of FSI, as
          a signatory  thereto,  and enforceable  against FSI in accordance with
          the terms thereof.

               (ii) FSI (i) is a corporation  duly organized,  validly  existing
          and in existence under the laws of the State of Indiana,  (ii) is duly
          qualified  to do  business  as a  foreign  corporation  and is in good
          standing under the laws of each jurisdiction in which failure to be so
          qualified  and in good  standing  could not  reasonably be expected to
          have a Material Adverse Effect, and (iii) has all requisite  corporate
          power and  authority to own,  operate and encumber its property and to
          conduct its  business  as  presently  conducted  and as proposed to be
          conducted.

               (iii) FSI has good and  marketable  title to all of its  material
          assets and  properties  (tangible  and  intangible,  real or personal)
          owned  by it or a  valid  leasehold  interest  in all of its  material
          leased assets (except insofar as  marketability  may be limited by any
          laws or  regulations  of any  Governmental  Authority  affecting  such
          assets),  and all such assets and  property  are free and clear of all
          Liens,  except  Liens  permitted  under  Section  7.3(C) of the Credit
          Agreement.  Substantially  all of the assets and properties  owned by,
          leased  to or used  by FSI are in  adequate  operating  condition  and
          repair, ordinary wear and tear excepted.  Neither this First Amendment
          nor any other Loan Document,  nor any transaction  contemplated  under
          any such agreement, will affect any right, title or interest of FSI in
          and to any of such  assets  in a  manner  that  would  have  or  could
          reasonably be expected to have a Material Adverse Effect.

          In the event the Transfer  Conditions  have not been satisfied in full
and the Transfer  Effective Date does not occur on or before March 31, 2002, the
consent provided for in this Paragraph 8 shall be void ab initio.

          9. Further Assurances.  Each of the Borrower,  Refinishers  Warehouse,
FSI,  the  Lenders  and the Agent,  as the case may be,  shall duly  execute and
deliver,  or cause to be executed and delivered,  such further  instruments  and
perform or cause to be performed such further acts as may be necessary or proper
in the reasonable  opinion of the Agent to carry out the provisions and purposes
of this First Amendment.

          10.  Governing  Law.  This First  Amendment  shall be governed by, and
construed in accordance  with, the laws of the State of Indiana,  without regard
to its principles of conflicts or choice of law rules.

          11.    Survival.    All    covenants,    agreements,     undertakings,
representations,  and warranties  made in this First Amendment shall survive the
execution and delivery of this First Amendment, and shall not be affected by any
investigation made by any party.

          12. Entire Agreement.  This First Amendment  constitutes and expresses
the entire understanding  between the parties hereto with respect to the subject
matter  hereof,   and  supersedes  all  prior  agreements  and   understandings,
commitments,  inducements or conditions with respect thereto, whether express or
implied, oral or written.

          13. Counterparts.  This First Amendment may be executed in two or more
counterparts,  each of which shall constitute an original, but all of which when
taken  together  shall  constitute  but one  agreement.  In the  event any party
executes and delivers  this First  Amendment  via  facsimile,  such party hereby
agrees that for the purposes of enforcement  and all applicable  statutes,  laws
and rules, including,  without limitation, the Uniform Commercial Code, rules of
evidence and statutes of fraud: (i) the facsimile  signature of such party shall
constitute a binding  signature of such party as a symbol and mark  executed and
adopted  by such  party  with a present  intention  to  authenticate  this First
Amendment; (ii) the facsimile of this First Amendment shall constitute a writing
signed by such party;  and (iii) the  facsimile  of this First  Amendment  shall
constitute an original of and best evidence of this First Amendment.

          IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  First
Amendment  to Credit  Agreement  to be  executed  and  delivered  by their  duly
authorized officers as of the date set forth above.


<PAGE>




                                       FINISHMASTER, INC.,
                                         as the Borrower



                                       By:    /s/ Robert R. Millard
                                              ----------------------------------
                                          Name:   Robert R. Millard
                                          Title:  Senior Vice President and
                                                  Chief Financial Officer


                                       Address:     54 Monument Circle
                                                    7th Floor
                                                    Indianapolis, Indiana  46204

                                       Attention: Robert R. Millard
                                       Telephone No.: 317-237-3678
                                       Facsimile No.: 317-237-2150




<PAGE>


                                       NATIONAL CITY BANK OF INDIANA,
                                        as Agent, as a Lender, as an Issuing
                                         Bank and as the Swing Line Bank



                                       By:  /s/ Thomas R. Groh
                                            ------------------------------------
                                       Name: Thomas R. Groh
                                       Title: Vice President

                                       Address:   National City Bank of Indiana
                                                  One National City Center
                                                  Indianapolis, Indiana  46255

                                       Attention: Thomas R. Groh
                                       Telephone No.: 317-267-7422
                                       Facsimile No.: 317-267-8899



<PAGE>



                                       FIRSTAR BANK, N.A.,
                                        as Lender and Documentation Agent


                                       By:   /s/ Scott Dyornik
                                             -----------------------------------
                                       Name:  Scott Dvornik
                                       Title: Vice President

                                       Address:   Firstar Bank, N.A.
                                                  3815 River Crossing Parkway
                                                  Suite 100
                                                  Indianapolis, Indiana  36240

                                       Attention: Scott Dvornik
                                       Telephone No.: 317-566-2145
                                       Facsimile No.: 317-566-2065



<PAGE>



                                       PNC BANK, as Lender


                                       By: /s/ Bruce Kintner
                                           -------------------------------------
                                       Name:  Bruce Kintner
                                       Title: Vice President

                                       Address:   PNC Bank
                                                  201 E. Fifth Street
                                                  Cincinnati, Ohio  45201

                                       Attention: Bruce Kintner
                                       Telephone No.: 513-651-7189
                                       Facsimile No.: 513-651-8951



<PAGE>



                                       HARRIS TRUST AND SAVINGS BANK,
                                         as Lender


                                       By: /s/ Thad D. Rasche
                                           -------------------------------------
                                       Name:  Thad D. Rasche
                                       Title: Vice President

                                       Address:   111 West Monroe Street
                                                  10th Floor
                                                  Chicago, Illinois  60603

                                       Attention:        Thad D. Rasche
                                       Telephone No.: 312-461-5739
                                       Facsimile No.: 312-461-5225




<PAGE>



                                       THE HUNTINGTON NATIONAL BANK,
                                        as Lender


                                       By: /s/ Lori L. Abbott
                                           -------------------------------------
                                       Name:  Lori L. Abbott
                                       Title: Vice President

                                       Address:    The Huntington National Bank
                                                   Capital Center
                                                   201 North Illinois
                                                   Suite 1800
                                                   Indianapolis, Indiana  46204

                                       Attention: Lori L. Abbott
                                       Telephone No.: 317-237-2517
                                       Facsimile No.: 317-237-2505



<PAGE>



                                       LASALLE NATIONAL BANK NATIONAL
                                        ASSOCIATION, as Lender
                                        and Syndication Agent


                                       By:  /s/ William Lutes
                                            ------------------------------------
                                       Name:  William Lutes
                                       Title: First Vice President

                                       Address:   LaSalle National Bank
                                                   National Association
                                                  One American Square
                                                  Suite 1600
                                                  Indianapolis, Indiana  46282

                                       Attention: William Lutes
                                       Telephone No.: 317-916-2219
                                       Facsimile No.: 317-756-7021



<PAGE>



                            CONSENT AND REAFFIRMATION

          The undersigned  hereby  acknowledges and consents to the execution of
the First  Amendment  to Credit  Agreement  and  reaffirms  and agrees  that its
Guaranty executed on March 29, 2001 (the "Guaranty"),  remains in full force and
effect with respect to all of its obligations  arising under,  pursuant to or in
connection with the Guaranty.


                                       REFINISHERS WAREHOUSE, INC.


                                       By: /s/ Robert R. Millard
                                           -------------------------------------
                                       Name: Robert R. Millard
                                       Title:   Secretary





<PAGE>



                                    Exhibits

Exhibit A:        Opinion of Counsel

Exhibit B-6:      Form of Trademark Security Agreement

Exhibit B-7:      Form of Security Agreement

Exhibit B-8:      Form of Guaranty

Exhibit B-9:      Form of Amended and Restated Pledge Agreement

Schedule 6.8:     Organizational and Capital Structure