<PAGE>

                                                               EXHIBIT 10.18.1

                                   FIRST AMENDMENT
                          TO FIRST RESTATED CREDIT AGREEMENT


    This First Amendment to First Restated Credit Agreement (this "FIRST
AMENDMENT"), dated as of December 3, 1996, is entered into among Cameron Ashley
Building Products, Inc., a Georgia corporation, Wm. Cameron & Co., a Georgia
corporation, Ashley Aluminum, Inc., a Georgia corporation, CABP, Inc., an
Arizona corporation, Cameron Ashley Financial Services, Inc., a Texas
corporation ("CAFS"), NationsBank of Texas, National Association, as Issuing
Bank and Agent, ABN AMRO Bank, N.V., as Co-Agent, and each Lender.

                                  BACKGROUND

    Borrower, Agent, Co-Agent, Issuing Bank and Lenders have entered into the
First Restated Credit Agreement dated as of April 18, 1996 (such agreement,
together with all amendments and restatements thereof, the "CREDIT AGREEMENT"). 
Borrower has requested that Lenders, Issuing Bank and Agent waive certain Events
of Default and amend the Credit Agreement to, among other things, permit
Borrower to organize CAFS as a Wholly-Owned Subsidiary of Borrower which will
make loans to residential consumers to acquire building materials sold by
Borrower or a Guarantor for use in the construction or improvement of personal
residences.

                                      AGREEMENT

    NOW, THEREFORE, in consideration of the covenants, conditions and
agreements hereafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are all hereby acknowledged, Borrower, Agent,
Co-Agent, Issuing Bank, Lenders and Guarantors and CAFS covenant and agree as
follows:

1.  DEFINED TERMS.  Capitalized terms used herein and not otherwise defined
herein have the meaning given to them in the Credit Agreement.

2.  AMENDMENTS (CREDIT AGREEMENT).  The Credit Agreement is amended as follows:

    (a)  SECTION 1.01 is amended by the addition of the following in 
alphabetical order:

         "CAFS" means Cameron Ashley Financial Services, Inc., a Texas
    corporation.

         "CAFS CREDIT AGREEMENT" means the Credit Agreement dated as of
    December 3, 1996, between CAFS and Bank One, Texas, N.A.

         "CAFS GUARANTY" means the Guaranty dated as of December 3, 1996,
    made by Borrower in favor of Bank One, Texas, N.A.

         "CAFS LIABILITY" means all obligations and liabilities, whether
    now or hereafter existing or acquired, and contingent or matured,
    including but not limited to all Debt and Contingent Liabilities, and
    all other liabilities, of (a) CAFS, and 

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    (b) Borrower related to all obligations and liabilities described in 
    CLAUSE (A), including but not limited to all agreements to acquire any 
    debt, equity or asset of CAFS, guarantee any obligation of CAFS, and 
    maintain the liquidity or net worth of CAFS, all liabilities resulting 
    from substantive consolidation, membership in any corporate group or 
    similar equitable remedy, claims with respect to the breach of any 
    agreement, all damages and penalties, and any indemnity of any Person.

         "SEPARATENESS AGREEMENT" means the agreement in the form of
    EXHIBIT K.

    (b)  The definition of "Permitted Acquisition" is amended by adding ";
PROVIDED, FURTHER, the business lines of Borrower and Guarantors shall be deemed
to not include any line of business of CAFS" immediately preceding the period.

    (c)  SECTION 2.14 is amended by adding the following at the end thereof:

         No Letter of Credit shall be issued for the account of or
    otherwise used for the benefit of CAFS and no proceeds of any Advance
    shall be advanced to CAFS; PROVIDED, Borrower may use proceeds of
    Advances not to exceed in the aggregate $3,000,000 to acquire capital
    stock of CAFS.

    (d)  SECTION 4.12 is amended by adding "(other than CAFS)" immediately
after the first "Subsidiary".

    (e)  CLAUSE (b) of SECTION 5.05 is amended by deleting "and" and
substituting a comma IN LIEU thereof and adding "and CAFS" immediately after
"Cameron".

    (f)  SECTION 5.07 is deleted and the following is substituted IN LIEU
thereof:

              5.07  DEBT.  BORROWER AND SUBSIDIARIES OTHER THAN CAFS. 
    Borrower shall not, and shall not permit any of its Subsidiaries
    (other than CAFS) to, create, incur, assume, become, or be liable in
    any manner in respect of, or suffer to exist, any Debt, except
    (a) Debt under the Loan Papers, (b) Funded Debt under each Note
    Purchase Agreement and guaranties of such Debt made by Subsidiaries of
    Borrower, (c) other Debt in existence on the date hereof, as shown on
    SCHEDULE 4.08-a, (d) purchase money Debt incurred for the acquisition
    of tangible assets, provided the aggregate principal amount of such
    Debt incurred in any fiscal year shall not exceed $1,000,000, (e)
    trade payables incurred and paid in the ordinary course of business,
    (f) Contingent Liabilities under or relating to the Loan Papers, (g)
    Contingent Liabilities in existence on the date hereof, as shown on
    SCHEDULE 4.08-a, (h) Debt of each Subsidiary of Borrower (other than
    CAFS) to Borrower, (i) Contingent Liabilities resulting from the
    endorsement of negotiable instruments for collection in the ordinary
    course of business, (j) Convertible Subordinated Debt in an aggregate
    principal amount not to exceed at any time $25,000,000, (k) as to
    Borrower and its Subsidiaries (other than CAFS) on a consolidated
    basis, other Debt not to exceed at any time, in the aggregate
    principal amount, the difference between (i) $10,000,000, minus (ii)
    the sum of all Attributable Debt in respect of all Sale and Leasebacks
    occurring on and after 



                                    -2-

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    the Effective Date, (l) renewals and restatements of any Debt described
    in SECTIONS 5.07(a) through (k), provided the principal amount of the 
    Debt renewed or restated does not exceed the principal amount of such
    Debt immediately prior to such renewal or restatement, and (m) as to 
    Borrower, only, its obligations under the CAFS Guaranty.

    (g)  SECTION 5.08 is deleted and the following is substituted IN LIEU
thereof:

              5.08  DISPOSITIONS OF ASSETS.  Borrower shall not, and shall
    not permit any of its Subsidiaries to, sell, lease, assign, or
    otherwise dispose of any of its assets, except (a) with respect to
    Borrower and its Subsidiaries (other than CAFS), Permitted
    Dispositions, and (b) with respect to CAFS, Transfers of assets in the
    ordinary course of business of CAFS for full and fair consideration.

    (h)  SECTION 5.09 is amended by adding "; PROVIDED, CAFS shall not merge or
consolidate with or into any Person and shall not make any Investment other than
(y) making direct and indirect loans to or acquiring existing loans made to
residential consumers to acquire building materials sold by Borrower or a
Guarantor for use in the construction or improvement of personal residences and
(z) Investments described in CLAUSES (a), (b), and (e) through (k) of the
definition of "Restricted Investments," immediately after "entity".

    (i)  SECTION 5.10 is amended by adding "(other than CAFS)" immediately
after each "Subsidiaries".

    (j)  SECTION 5.12 is deleted and the following is substituted IN LIEU
thereof:

         5.12 ISSUANCE OF CAPITAL STOCK; AMENDMENT OF CHARTER.

              (a)  SUBSIDIARIES OTHER THAN CAFS.  Borrower shall not
         permit any of its Subsidiaries (other than CAFS) to, issue, sell
         or otherwise dispose of any capital stock in such Person, or any
         options or rights to acquire such capital stock.  Borrower shall
         not sell, transfer, encumber or otherwise dispose of any equity
         interest or ownership interest in any Subsidiary of Borrower
         (other than CAFS) and shall not permit any Subsidiary of Borrower
         (other than CAFS) to sell, transfer, encumber or otherwise
         dispose of any equity interest or ownership interest in any
         Person which is a Subsidiary of such Subsidiary of Borrower.

              (b)  BORROWER AND ALL SUBSIDIARIES.  Borrower shall not
         amend its articles of organization or bylaws, and Borrower shall
         not permit any of its Subsidiaries to amend its articles of
         organization or bylaws, in any manner which impairs or revokes
         any approval related to the Loan Papers.

              (c)  CAFS.  Borrower shall not permit CAFS to issue, sell or
         otherwise dispose of any capital stock, or any options or rights
         to acquire such capital stock, except for full and fair
         consideration.  Borrower shall not sell, transfer, encumber or
         otherwise dispose of any equity interest or 



                                    -3-

<PAGE>

         ownership interest in CAFS if after giving effect to any sale of 
         any equity interest in CAFS Borrower owns less than 50% of the 
         voting securities of CAFS or does not possess the power to direct
         or cause the direction of management of policies of CAFS; PROVIDED,
         Borrower may sell any or all equity interest in CAFS owned by 
         Borrower if contemporaneously with such sale Borrower is released 
         of all liability with respect to CAFS, including all CAFS Liability.

    (k)  SECTION 5.13 is deleted and the following is substituted IN LIEU
thereof:

         5.13 CHANGE OF OWNERSHIP.  Borrower shall not, and shall not
    permit any of its Subsidiaries to, permit any change in the ownership
    of (a) Ashley, Cameron and CABP from the ownership thereof as of the
    date hereof as disclosed on SCHEDULE 4.01-B and (b) CAFS not permitted
    by SECTION 5.12.

    (l)  SECTION 5.14 is deleted and the following is substituted IN LIEU
thereof:

         5.14 SALE AND LEASEBACK.  Borrower shall not, and shall not
    permit any of its Subsidiaries (other than CAFS) to, enter into any
    Sale and Leaseback if the Attributable Debt of such Sale and Leaseback
    exceeds the difference between (a) $10,000,000, minus (b) the sum of
    (i) the aggregate amount of all Attributable Debt of all other Sale
    and Leasebacks occurring on and after the Effective Date plus (ii) the
    aggregate outstanding principal amount of other Debt of Borrower and
    its Subsidiaries (other than CAFS) permitted pursuant to SECTION 
    5.07(a)(xi).  Borrower shall not permit CAFS to enter into any Sale
    and Leaseback.

    (m)  SECTION 5.15 is deleted and the following is substituted IN LIEU
thereof:

         Borrower shall not, and shall not permit any of its Subsidiaries
    to, change the nature of its business as conducted on the Effective
    Date.  Neither Borrower nor any Subsidiary of Borrower (other than
    CAFS) shall engage at any time in any business now or hereafter
    conducted by CAFS.  CAFS shall not engage in any business other than
    making direct and indirect loans to or acquiring existing loans made
    to residential consumers to acquire building materials sold by
    Borrower or a Guarantor for use in the construction or improvement of
    personal residences and the securitization of such loans.

    (n)  SECTION 5.16 is amended by adding the following at the end thereof:

         ; PROVIDED, all transactions by CAFS with any Affiliate of
    Borrower shall be in accordance with the Separateness Agreement.

    (o)  SECTION 5.18 is amended by adding the following at the end thereof:

         CAFS shall not become a party to or be obligated in any manner
    with respect to any Note Purchase Agreement, Senior Note or other
    Senior Note Paper.



                                    -4-

<PAGE>

    (p)  A new SECTION 5.20, which provides as follows, is added:

         5.20 CAFS.

         (a)  No Subsidiary of Borrower (other than CAFS), whether now or
    hereafter existing or acquired, shall be liable at any time in any
    manner for any obligation, now or hereafter existing, of CAFS,
    including, but not limited to, by way of any guarantee of obligations
    of CAFS, any agreement to acquire any debt or equity of CAFS, assume
    any liability or acquire any asset of CAFS, or maintain the liquidity
    or net worth of CAFS, or substantive consolidation or similar
    equitable remedy.

         (b)  Borrower shall not be liable at any time for any CAFS
    Liability; PROVIDED, Borrower may (i) acquire for cash equity of CAFS
    (in addition to all equity of CAFS owned by Borrower on December 3,
    1996), and (ii) execute and perform under the CAFS Guaranty, or (iii)
    do any combination of activities described in CLAUSES (i) and (ii);
    PROVIDED, FURTHER, the sum of (A) the aggregate gross cash purchase
    price of equity acquired on and prior to December 3, 1996 and pursuant
    to CLAUSE (i), plus (B) the aggregate amount for which Borrower may be
    liable under the CAFS Guaranty, plus (C) the aggregate amount paid by
    Borrower and the fair market value of property of Borrower transferred
    with respect to all other CAFS Liabilities, plus (D) the aggregate
    amount of all other liabilities of Borrower in respect of CAFS
    Liabilities (valued based on the reasonable determination of Borrower
    (including in such valuation the probability of any claim maturing)
    or, if Agent disagrees with any such determination, based on the
    reasonable determination of Agent), shall not exceed at any time
    $8,000,000.

         (c)  CAFS shall not, and Borrower shall not permit CAFS to, amend
    or restate the CAFS Credit Agreement or any related agreement (other
    than the CAFS Guaranty) if the effect of such amendment or restatement
    is to either increase the amount for which Borrower is liable pursuant
    to the CAFS Credit Agreement or any related agreement or create any
    new liability of Borrower not existing pursuant to the CAFS Guaranty
    (as it existed on December 3, 1996).  Borrower shall not amend or
    restate, or permit any amendment or restatement of, the CAFS Guaranty;
    PROVIDED, Borrower may terminate or reduce the amount of its
    obligations pursuant to the CAFS Guaranty.

    (q)  Existing SECTION 5.20 is renumbered to be SECTION 5.21 and is amended
by adding "(other than CAFS)" immediately after "Subsidiaries" and by adding ",
and Borrower shall cause CAFS to comply with those provisions of ARTICLE V
expressly applicable to it" immediately before the period.

    (r)  SECTION 6.10(m) is amended by deleting "and" immediately after the
semicolon.



                                    -5-

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    (s)  A new SECTION 6.10(n) is added which provide as follows:

         As soon as it is available and in any event within five days
    after the effectiveness thereof, a complete copy of all agreements,
    and all amendments and restatements thereof, with respect to Debt of
    CAFS, each securitization of any asset of CAFS and each agreement with
    respect to the issuance of or any right to acquire any capital stock
    or other equity interest of CAFS.  As soon as possible or in any event
    within two Business Days after knowledge by an officer of Borrower or
    CAFS of the occurrence of any default or event of default under any
    agreement related to Debt of CAFS or any agreement related to
    securitization of any asset of CAFS, a notice from an officer of
    Borrower or CAFS acceptable to Agent, setting forth the details of
    such default or event of default, and the action being taken or
    proposed to be taken with respect thereto.

    (t)  SECTION 6.12 is amended by adding "(other than CAFS)" immediately
after "Subsidiaries" and by adding ", and CAFS to comply with those provisions
of ARTICLE VI expressly applicable to it" immediately before the period.

    (u)  SECTION 7.01(l) is amended by deleting "or" immediately after the
semicolon.

    (v)  SECTION 7.01(m) is amended by deleting the period and substituting ";
or" IN LIEU thereof.

    (w)  SECTION 7.01 is amended by adding the following at the end thereof:

         (n)  Any Obligor is found to have any liability in respect of any
    obligations or business operations of CAFS not permitted pursuant to
    SECTION 5.20(b).

    (x)  A new SECTION 7.08, which provides as follows, is added:

         7.08 CAFS.  For purposes of SECTION 7.01(f) only, "Obligor" shall
    be deemed to include CAFS.

    (y)  SCHEDULE 4.08-a is deleted and a new SCHEDULE 4.08-a, in the form of
SCHEDULE 4.08-a to this First Amendment, is substituted IN LIEU thereof.

    (z)  SCHEDULE 9.02 is amended by deleting each reference to "First
Interstate Bank of Texas, N.A." and substituting, IN LIEU thereof, "Wells Fargo
Bank (Texas), National Association."

    (aa) A new EXHIBIT K, in the form of EXHIBIT A to this First Amendment, is
added.

3.  AMENDMENTS (LOAN PAPERS).  Each Loan Paper containing a telephone or
telecopier number for Borrower or any Guarantor is amended by deleting each
"(214)" preceding each telephone or telecopier number for Borrower or any
Guarantor and substituting "(972)" IN LIEU thereof.



                                    -6-

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4.  REPRESENTATIONS AND WARRANTIES (BORROWER AND CAFS).  Borrower and CAFS,
jointly and severally, represent and warrant to Agent, Co-Agent, Issuing Bank
and each Lender that, as of the date hereof and after giving effect to the
amendments in SECTIONS 2 and 3, the following are true and correct:

    (a)  CAFS is a corporation duly organized, validly existing, and in good
standing under the Laws of the State of Texas.  CAFS is qualified to do business
in all jurisdictions where the nature of its business or Properties require such
qualification, except where the failure to so qualify would not result in a
Material Adverse Change.  Set forth on SCHEDULE 4 is a complete and accurate
listing, with respect to CAFS, showing (i) its street and mailing address, which
is its principal place of business and executive office, (ii) the classes of
capital stock and the numbers of shares authorized and outstanding, (iii) each
legal and beneficial owner of outstanding capital stock on the date hereof,
indicating the ownership percentage, and (iv) all outstanding options, rights,
rights of conversion or purchase, rights of first refusal, and similar rights
relating to the equity interests of CAFS.  CAFS has all requisite corporate
power and authority to own, operate and encumber its Property and assets and to
conduct its business as presently conducted and as proposed to be conducted and
in connection with and following the consummation of the transactions
contemplated by the Loan Papers.  All of the outstanding common stock of CAFS is
validly issued, fully paid and nonassessable.  CAFS is a Wholly-Owned Subsidiary
of Borrower.  As of the date hereof, CAFS has not conducted any operations and
its only activities have been related to its organization and obtaining
qualifications to do business and Licenses and discussions with financial
institutions regarding capitalization of CAFS and providing credit facilities
for and securitization of accounts receivable of CAFS.

    (b)  The Board of Directors of CAFS has duly authorized the execution,
delivery, and performance of the Loan Papers to be executed by CAFS.  No consent
of the stockholders of CAFS (except any consent already obtained) is required as
a prerequisite to the validity and enforceability of any Loan Papers or any
other document contemplated hereby.  CAFS has full legal right, power, and
authority to execute, deliver, and perform under the Loan Papers to be executed
and delivered by it.  The Loan Papers constitute the legal, valid, and binding
obligations of CAFS (as to each Loan Paper to which it is a party) enforceable
in accordance with their terms (subject as to enforcement of remedies to any
applicable Debtor Relief Laws).

    (c)  The execution or delivery of any Loan Paper to which CAFS is a party,
and performance thereunder, does not conflict with, or result in a breach of the
terms, conditions, or provisions of, or constitute a default under, or result in
any violation of, or result in the creation of any Lien upon any Properties of
CAFS under, or require any consent (other than consents already obtained),
approval, or other action by, notice to, or filing with any Tribunal or Person
pursuant to, the corporate governance documents of CAFS, any award of any
arbitrator, or any agreement, instrument, or Law to which any Obligor or any of
its Properties is subject.

    (d)    The PRO FORMA financial statements of CAFS contained in the "Home
Improvement Finance Contract Funding Program" delivered to Agent fairly present
its PRO FORMA financial condition as of such date and were prepared in
accordance with GAAP.  Those portions of such financial statements which contain
projections were prepared in good faith and management believes them to be based
on reasonable assumptions (each of which are stated in such statement) and to
provide reasonable estimations of future performance as of the dates and for the
periods 


                                     -7-

<PAGE>

shown for CAFS, subject to the uncertainty and approximation inherent in
any projections.  Such financial statements reflect all material liabilities,
direct and contingent, of CAFS that are required to be disclosed in accordance
with GAAP.  As of the date of such financial statements, there were no
Contingent Liabilities, liabilities for Taxes, forward or long-term commitments,
or unrealized or anticipated losses from any unfavorable commitments that are
not reflected on such financial statements or otherwise disclosed in writing to
Agent.  CAFS's fiscal year ends on October 31.

    (e)  There is no pending or, to Borrower's and CAFS's best knowledge,
threatened Litigation against CAFS.

    (f)  CAFS possesses, or is in the process of obtaining, all material
Licenses and is not in violation thereof in any material respect.  CAFS has,
subject to procurement of certain Licenses to operate as a finance company in
certain states, full power, authority, and legal right to own and operate its
Properties, and to conduct its business.  CAFS has good and indefeasible title
(fee or leasehold, as applicable) to its Properties, subject to no Lien of any
kind, except as permitted hereunder.  CAFS is not in violation of its corporate
governance documents, or any Law, or material agreement or instrument binding on
or affecting it or any of its Properties.  No business or Properties of CAFS is
affected by any strike, lock-out, or other labor dispute, drought, storm,
earthquake, embargo, act of God or public enemy, or other casualty that could
constitute a Material Adverse Change.

    (g)  CAFS has no outstanding Debt or Contingent Liabilities, except as
shown on SCHEDULE 4.08-a, and neither it nor any of its Properties are subject
to any Liens, other than Liens pursuant to CAFS Credit Agreement.  No equity
interest of CAFS is subject to any Lien, including any restriction on
hypothecation or transfer, except as provided in the CAFS Credit Agreement.

    (h)  CAFS is a newly-organized corporation and has not, and, as of the date
hereof, has no obligation to file any federal, state, of other Tax return, and
has, as of the date hereof, no liability in respect of any Taxes.

    (i)  CAFS has not incurred any liability to the PBGC with respect to any
Plan.  No ERISA Event has occurred with respect to any Plan.  CAFS has not
participated in any Prohibited Transaction with respect to any Plan or trust
created thereunder, and the consummation of the transactions contemplated hereby
will not involve any Prohibited Transaction.  CAFS has not incurred any
Withdrawal Liability to any Multiemployer Plan.  CAFS has not been notified by
the sponsor of a Multiemployer Plan that such Multiemployer Plan is in
reorganization or has been terminated, within the meaning of Title IV of ERISA.

    (j)  CAFS has no interest in any real Property (other than office space
leased from Borrower).  No Hazardous Materials are generated, produced, or
stored at or in connection with the Properties and operations of CAFS.  Borrower
and CAFS have taken all appropriate steps to determine, and have determined,
that no Hazardous Materials have been disposed of or otherwise released on or to
any Property on which any operations of CAFS are conducted, except in compliance
with Environmental Laws.  CAFS has no potential liability with respect to any
release of any Hazardous Materials into the environment.  The use which CAFS
intends to make of the 


                                     -8-

<PAGE>

real Property (whether leased or owned) on which any of its operations are 
conducted will not result in the unlawful or unauthorized disposal or other 
release of any Hazardous Materials.

    (k)  CAFS has no Investments.

    (l)  The "Home Improvement Finance Contract Funding Program" prepared by
Banc One Capital Corporation is a complete description of the business which
CAFS will conduct and the method of securitization of accounts receivable owned
by CAFS.

    (m)  CAFS has received and reviewed this First Amendment and each related
Loan Paper.

    (n)  None of Borrower, CAFS or any other Obligor has made a material
misstatement of fact, or failed to disclose any fact necessary to make the facts
disclosed not misleading, to Agent or any Lender during the course of
negotiation of this First Amendment.

5.  REPRESENTATIONS AND WARRANTIES (BORROWER).  Borrower represents and
warrants to Agent, Co-Agent, Issuing Bank and each Lender that, as of the date
hereof and after giving effect to the amendments in SECTIONS 2 and 3, the
following are true and correct:

    (a)  The representations and warranties contained in the Credit Agreement
and each of the other Loan Papers are true and correct in all material respects
on and as of the date hereof as though made on and as of such date (except as to
representations and warranties which (i) refer to a specific date, (ii) have
been modified by transactions permitted pursuant to the Credit Agreement or any
other Loan Paper, or (iii) have been specifically waived in writing by Agent).

    (b)  Borrower has full power and authority to execute, deliver and perform
this First Amendment, and this First Amendment, the Credit Agreement and each
other Loan Paper, constitute the legal, valid and binding obligation of
Borrower, enforceable in accordance with their terms (subject as to enforcement
of remedies to any applicable Debtor Relief Laws).

    (c)  No authorization, approval, consent or other action by, notice to, or
filing with, any Tribunal or other Person, is required for the execution,
delivery or performance by Borrower of this First Amendment.

6.  WAIVER.

    (a)  SECTION 3.02(iii) of the Credit Agreement provides that it is a
condition precedent to the making of each Advance and the issuance of each
Letter of Credit that each Subsidiary of Borrower execute a Guaranty.  SECTION
5.10 of the Credit Agreement prohibits Borrower from granting a negative pledge
in favor of any Person.  SECTION 10(e) of the CAFS Guaranty prohibits Borrower
from granting a Lien on any capital stock of CAFS.

    (b)  Subject to the occurrence of each condition specified in SECTION 7 and
performance of each provision of this First Amendment and in reliance on the
representations and warranties in SECTIONS 4 and 5, Agent, Issuing Bank and each
Lender waive (i) the condition precedent of SECTION 3.02(iii) that CAFS execute
a Guaranty, and (ii) the prohibition of SECTION 5.10 of the 


                                     -9-

<PAGE>

Credit Agreement with respect to the negative pledge by Borrower of capital 
stock of CAFS pursuant to SECTION 10(e) of the CAFS Guaranty, only.

    (c)  Borrower and Guarantors acknowledge and agree that except as expressly
provided in SECTION 6(b), none of Agent, Issuing Bank or any Lender waives any
term or condition of the Loan Papers or otherwise impairs any rights or remedies
which Agent, Issuing Bank or any Lender may have.

7.  CONDITIONS OF EFFECTIVENESS.  This First Amendment shall be effective on
the date Agent delivers to Borrower written notice that each of the following
has occurred or exists ("AMENDMENT DATE"):

    (a)  The effectiveness of this First Amendment shall not contravene any Law
applicable to Agent, Co-Agent, Issuing Bank or any Lender.

    (b)  No Material Adverse Change, as determined by Agent, shall have
occurred and be continuing since October 31, 1995.

    (c)  No Default or Event of Default shall exist.

    (d)  Agent, Co-Agent, Issuing Bank, each Lender, each Obligor and CAFS
shall have executed and received counterparts of this First Amendment.

    (e)  Agent shall have received, contemporaneously with Borrower's execution
of this First Amendment, payment of all fees (including attorneys' fees incurred
by Agent prior to execution of this First Amendment and in the preparation,
negotiation and execution of this First Amendment).

    (f)  Agent shall have received an Officer's Certificate, executed by
authorized officers of CAFS, dated the Amendment Date, certifying (A) that
attached copies of its Articles of Incorporation and Bylaws are true and
complete, and in full force and effect, without amendment except as shown, (B)
that a copy of resolutions of the Board of Directors of CAFS attached thereto
authorizing execution, delivery and performance of this First Amendment and all
other Loan Papers, is true and complete, and that such resolutions are in full
force, were duly adopted, have not been amended, modified, or revoked, and such
resolutions constitute all resolutions adopted with respect to the transactions
related to the Loan Papers, and (C) to the incumbency, name, and signature of
each officer of CAFS authorized to sign this First Amendment and any other Loan
Papers on its behalf.

Agent, Co-Agent, Issuing Bank and each Lender may conclusively rely on the
certificates delivered pursuant to this First Amendment until Agent receives
notice in writing to the contrary.

    (g)  Agent shall have received, in form and substance satisfactory to it,
(i) certificates from the Secretary of State and other appropriate officials of
the State of Texas certifying that CAFS is a corporation duly organized, validly
existing, and in good standing in Texas as of the date thereof, and (ii) with
respect to each state in which CAFS is qualified to do business, certificates of
appropriate authorities in each such state, all issued within ten days of the


                                     -10-

<PAGE>


Amendment Date to the effect that CAFS is in good standing and duly qualified to
transact business in each such state.

    (h)  Agent shall have received an opinion of counsel to Borrower,
Guarantors and CAFS dated the Amendment Date, which counsel shall be acceptable
to Agent, such opinion to be in the form of EXHIBIT B, together with instruction
letters from Borrower, Guarantors and CAFS.

    (i)  Agent shall have received each of the following, in form and substance
satisfactory to Agent:

           (i)     the results of UCC and other Lien searches against the
    assets of Borrower and CAFS; and

          (ii)     a Compliance Certificate prepared as of the date hereof.

    (j)  Agent shall have received, in form and substance satisfactory to Agent
and its counsel, such other approvals, documents, certificates, and instruments
as Agent shall require.

8.  RATIFICATION.  Ashley, Cameron and CABP each (a) represents and warrants
that it has received and reviewed this First Amendment and (b) ratifies and
affirms its obligations under the Loan Papers, as amended by this First
Amendment.

9.  REFERENCE TO THE CREDIT AGREEMENT.

    (a)  On the Amendment Date, each reference in the Credit Agreement to "this
Agreement", "hereunder", or words of like import shall mean and be a reference
to the Credit Agreement, as affected and amended hereby.

    (b)  The Credit Agreement, as affected by the amendments referred to above,
shall remain in full force and effect and is hereby ratified and confirmed.

    (c)  THE CREDIT AGREEMENT, AS AFFECTED BY THE AMENDMENTS CONTAINED IN THIS
FIRST AMENDMENT, TOGETHER WITH EACH OTHER LOAN PAPER, REPRESENT THE FINAL
AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO
UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

10. EXECUTION IN COUNTERPARTS.  This First Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which taken together shall constitute but one and the same
instrument.

11. GOVERNING LAW; BINDING EFFECT.  This First Amendment shall be governed by
and construed in accordance with the laws of the State of Texas and be binding
upon the parties hereto and their respective permitted successors and assigns.


                                     -11-

<PAGE>

12. HEADINGS.  Section headings in this First Amendment are included herein for
convenience of reference only and shall not constitute part of this First
Amendment for any other purpose.















                                     -12-


<PAGE>

    IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
as of December 3, 1996.


BORROWER:
                        CAMERON ASHLEY BUILDING PRODUCTS, INC.


                        By:   /S/ F. DIXON MCELWEE
                            -----------------------------------------------
                             F. Dixon McElwee, Vice President



GUARANTORS:
                        ASHLEY ALUMINUM, INC.


                        By:    /S/ WALTER J. MURATORI
                            -----------------------------------------------
                             Walter J. Muratori, President



                        WM. CAMERON & CO.


                        By:    /S/ F. DIXON MCELWEE
                            -----------------------------------------------
                             F. Dixon McElwee, Vice President



                        CABP, INC.


                        By:    /S/ F. DIXON MCELWEE
                            -----------------------------------------------
                             F. Dixon McElwee, Vice President


CAFS:
                        CAMERON ASHLEY FINANCIAL SERVICES, INC.


                        By:    /S/ F. DIXON MCELWEE
                            -----------------------------------------------
                             F. Dixon McElwee, President


                                     -13-

<PAGE>

AGENT:
                        NATIONSBANK OF TEXAS, NATIONAL ASSOCIATION, as Agent


                        By:    /S/ DAN KILLIAN
                            -----------------------------------------------
                             Dan Killian, Vice President


CO-AGENT:
                        ABN AMRO BANK, N.V., Atlanta Agency, as Co-Agent


                        By:    /S/ LARRY KELLEY
                            -----------------------------------------------
                             Larry Kelley, Group Vice President


                        By:    /S/ STEVEN HIPSMAN
                            -----------------------------------------------
                             Steven Hipsman, Vice President


ISSUING BANK:
                        NATIONSBANK OF TEXAS, NATIONAL
                        ASSOCIATION, as Issuing Bank

                        By:    /S/ DAN KILLIAN
                            -----------------------------------------------
                             Dan Killian, Vice President


LENDERS:
                        NATIONSBANK OF TEXAS, NATIONAL ASSOCIATION


                        By:    /S/ DAN KILLIAN
                            -----------------------------------------------
                             Dan Killian, Vice President


                        ABN AMRO BANK, N.V., Atlanta Agency


                        By:    /S/ LARRY KELLEY
                            -----------------------------------------------
                             Larry Kelley, Group Vice President


                        By:    /S/ STEVEN HIPSMAN
                            -----------------------------------------------
                             Steven Hipsman, Vice President


                                     -14-

<PAGE>

                        WELLS FARGO BANK (TEXAS), NATIONAL
                        ASSOCIATION (formerly known as First Interstate Bank of
                        Texas, N.A.)


                        By:    /S/ KEN TAYLOR
                            -----------------------------------------------
                             Ken Taylor, Assistant Vice President


                        SUNTRUST BANK, ATLANTA


                        By:    /S/ TRISHA E. HARDY
                            -----------------------------------------------
                             Trisha E. Hardy, Banking Officer



                        By:    /S/ JOHN A. FIELDS, JR.
                            -----------------------------------------------
                             John A. Fields, Jr., Vice President
                             (Print Name)          (Print Title)



                                     -15-