<PAGE>

                                                                   EXHIBIT 10.46

                      FIFTH AMENDMENT TO CREDIT AGREEMENT

      FIFTH AMENDMENT (this "Amendment"), dated as of July 1, 1999, among
Cambridge Industries  Holdings, Inc. ("Holdings"), Cambridge Industries, Inc.
(the "Borrower:), the lenders party to the Credit Agreement referred to below
(the "Banks"), and Bankers Trust Company, as agent (in such capacity, the
"Agent"). All capitalized terms used herein nd not otherwise defined herein
shall have the respective meanings provided such terms in the Credit Agreement
referred to below.

                                  WITNESSETH:

      WHEREAS, Holdings, the Borrower, the Banks and the Agent are parties to a
Credit Agreement, dated as of July 10, 1997 (as amended, modified or
supplemented through the date hereof, the "Credit Agreement"), and

      WHEREAS, the parties to the Credit Agreement wish to amend the Credit
Agreement as herein provided.

      NOW, THEREFORE, it is agreed:

      1.  Section 8.10 of the Credit Agreement is hereby amended by deleting the
ratios "1.4:l.0.", "1.8:l.0" and "2.0:1.0" opposite the dates "September 30,
1999", December 31, 1999" and "March 31, 2000" and inserting the ratios
"1.3:1.0", "1.6:1.0" and "1.8:1.0", respectively, in lieu thereof.

      2.  This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.

      3.  In order to induce the Banks to enter into this Amendment, each of
Holdings and the Borrower hereby represents and warrants that (x) no Default or
Event of Default exists on the Fifth Amendment Effective Date both before and
after giving effect to this Amendment and (y) all of the representations and
warranties contained in the Credit Amendment Effective Date both before and
after giving effect to this Amendment with the same effect as though such
representations and warranties had been made on and as of the Fifth Amendment
Effective Date (it being understood that any representation or warranty made as
of a specific date shall be true and correct in all material respects as of such
specific date).

      4.  This Amendment may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Agent.

      5.  This Amendment and the rights and obligations of the parties hereunder
shall be construed in accordance with and governed by the law of the State of
New York.

















<PAGE>


      6.  This Amendment shall become effective as of July 1, 1999 on the date
(the "Fifth Amendment Effective Date") when each of Holdings, the Borrower and
the Required Banks shall have signed a counterpart hereof (whether the same or
different counterparts) and shall have delivered (including by way of
telecopier) the same to the Agent at its Notice Office. The Agent shall promptly
notify the Borrower and the Banks in writing of the Fifth Amendment Effective
Date.

      7.  From and after the Fifth Amendment Effective Date, all references in
the Credit Agreement and each of the other Credit Documents to the Credit
Agreement shall be deemed to be references to the Credit Agreement after giving
effect to the Amendment.




    -----------------------------------Blank--------------------------------

















                                      -2-


<PAGE>





      IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Waiver to be duly executed and delivered as of the date hereof.


                               CAMBRIDGE INDUSTRIES HOLDINGS, INC.



                               By:  /s/ John M. Colaianne
                                  -------------------------------------------
                                  Name: John M. Colaianne
                                  Title:CFO



                               CAMBRIDGE INDUSTRIES, INC.


                               By: /s/ John M. Colaianne
                                  -------------------------------------------
                                  Name:  John M. Colaianne
                                  Title: CFO





                                       6
<PAGE>





                                    BANKERS TRUST COMPANY,
                                    Individually and as Agent



                                    By:  /s/ Mary Kay Coyle
                                       --------------------------------------
                                       Title: Managing Director
<PAGE>



                SIXTH WAIVER AND AMENDMENT TO CREDIT AGREEMENT

      SIXTH WAIVER AND AMENDMENT (this "Waiver"), dated as of December 30, 1999,
among Cambridge Industries Holdings, Inc. ("Holdings"), Cambridge Industries,
Inc. (the "Borrower"), the lenders party to the Credit Agreement referred to
below (the "Bank"), and Bankers Trust Company, as Agent (in such capacity, the
"Agent"). All capitalized terms used herein and not otherwise defined herein
shall have the respective meanings provided such terms in the Credit Agreement
referred to below.

                                  WITNESSETH:

      WHEREAS, Holdings, the Borrower, the Banks and the Agent are parties to a
Credit Agreement dated as of July 10, 1997 (as amended, modified or supplemented
through the date hereof, the "Credit Agreement"); and

      WHEREAS, the Borrower has requested that the Banks amend the Credit
Agreement and provide the Waiver provided for herein and the Banks have agreed
to make such am amendments and to provide such Waiver on the terms and
conditions set forth herein;

      NOW, THEREFORE, it is agreed:

      1.  Section 8.04 of the Credit Agreement is amended by (i) deleting the
word "and" appearing at the end of clause (m) thereof, (ii) inserting the
following immediately following clause (m) thereof:

          "(n) Indebtedness of Cambridge Industrial do Brazil, LDTA ("Cambridge
       Brazil") in an aggregate principal amount not to exceed 3,549,650.00
       Brazilian Reais plus accrued interest added to principal, representing
       the balance of the purchase price owing to Owens-Corning Fiberglas A.S.,
       Ltd ("Owens-Corning") pursuant to the purchase agreement dated as of
       August 27, 1997 between Cambridge Brazil and Owens-Corning; and"

and (iii) redesignating Section 8.04(n) as Section 8.04(o).

      2.  Section 9 of the fourth Waiver and Amendment to Credit Agreement dated
as of February 23, 1999 is amended by the deletion of the phrase "(y) by not
later than five (5) Business Days after the last day of any month exceed
$50,000,000."

      3.  Notwithstanding anything to the contrary in Section 8.07 of the Credit
Agreement or otherwise in the Credit Documents, Holdings may accrue but will
not, and will not permit any of its Subsidiaries without the consent of the
Required Banks to pay, any employment compensation or management fees (but not
including any reasonable out of pocket expenses) of Bain Capital, any Bain
Affiliate, Richard Crawford or any of their respective affiliates.

      4.  For the period commencing on the Sixth Amendment Effective Date and
ending March 31, 2000, the Banks waive Borrower's compliance with the provisions
of


<PAGE>





Sections 8.08, 8.09, 8.l0 and 8.11 of the Credit Agreement for the period ending
December 31, 1999.

      5.  The Banks agree that they shall use their best efforts to reach an
agreement with Comerica Bank on mutually acceptable terms under which Comerica
Bank will receive a security interest in Borrower's Collateral to secure its
exposure for overdrafts, etc. in the Borrower's cash management functions in an
amount not to exceed $9.2 million.

      6.  The parties hereto acknowledge that Hopkins & Sutter, as counsel to
the Agent, has retained Policano & Manzo, L.L.C. (the "Consultant") to perform
certain consulting services in connection with the Credit Agreement on behalf of
the Agent and the Banks. The Borrower hereby agrees to pay all reasonable costs,
fees nd disbursements of Hopkins & Sutter and of the Consultant (collectively,
the "Professionals") in connection with this engagement. Each of the Banks
acknowledges that to the extent the Borrower does not pay such costs, fees and
disbursements, each Bank shall pay its pro rata share of such unpaid costs, fees
and disbursement in accordance with Section 11.07 of the Credit Agreement. In
connection with the engagement, Holdings, the Borrower and each of the Banks
understands and agrees to the following: (i) the Consultant shall submit to the
Agent and the Banks evaluations and analyses in periodic oral or written reports
which shall be confidential and subject to the attorney-client privilege, (ii)
prior to submitting such reports to the Agent and the Banks, the Consultant may
wish to review (which may be done on site) certain information with management
of Holdings and any of its Subsidiaries for accuracy and validity, (iii) written
reports shall not be given to the Borrower or Holdings without the Agent's prior
written approval, (iv) any reports or analyses generated by the Consultant are
not the property of Holdings or any of its Subsidiaries, and neither Holdings
nor any of its Subsidiaries shall assert any claim to any of the Consultant's
reports and analyses and (v) Holdings and its Subsidiaries shall permit the
Consultant's personnel to have access to their books, records, reports and other
data and have discussions with their management and employees and shall
cooperate with the Consultant's personnel in respect of such review. The
Borrower will supply the Consultant and the Agent with the information listed on
Schedule A in accordance with the deadlines listed therein.

      7.  In order to induce the Banks to enter into this Waiver, each of
Holdings and the Borrower hereby represents and warrants that: (a) they have
engaged Morgan Stanley & Co. ("Morgan Stanley") for the purposes of assisting
Holdings and the Borrower in the sale of all or a portion of the Borrower's
business and thAT each shall: (x) cooperate fully with Morgan Stanley to meet
with the Consultant not later than January 15, 2000 nd from time to time
thereafter as reasonably requested by the Consultant and to provide all
information reasonable requested by the Consultant; and (b) they shall use
commercially reasonable efforts to sell all or a portion of the Borrower's
assets including, without limitation, the Borrower's "commercial truck" and
"interior trim" lines of business. Such sales shall be made as quickly as may be
practicable without materially reducing the price of the assets sold and shall
be made on terms acceptable to those Banks as may be required under Section
12.12 of the Credit Agreement.











                                      2
























<PAGE>

     8.  In order to induce the BAnks to enter into this Waiver, each of
Holdings and Borrower hereby represents and warrants that (x) no Default or
Event of Default exists on the Sixth Amendment Effective Date after giving
effect to this Waiver, (y) all of the representations and warranties contained
in the Credit Documents shall be true and correct in all material respects on
the Sixth Amendment Effective Date both before and after giving effect to this
Waiver with the same effect as though such representations and warranties had
been made on and as of the Sixth Amendment Effective Date (it being understood
that any representation or warranty made as of a specific date shall be true and
correct in all material respects as of such specific date) and (z) Borrower and
Holdings each have delivered, or as soon as reasonably practicable, will
deliver, all documents and undertakings required to company with Sections 7.11
and 7.14 of the Credit Agreement and the Security Documents with regard to all
of Borrower's or Holding's Foreign Subsidiaries, including, but not limited to,
any Foreign Subsidiary established under Mexican Law.

     9.  This Waiver is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.

    10.  Provided that Holdings and the Borrower remain in compliance with this
Waiver to an including march 31, 2000, the Waiver provisions contained in
paragraph 4 herein shall expire on March 31, 2000, unless otherwise extended by
agreement of the parties; provided, however, that should Borrower be in full
compliance with Sections 8.08, 8.09, 8.10 and 8.11 of the Credit Agreement on
March 31, 2000, Banks agree that the fact the Borrower was not in compliance
with the foregoing covenants on December 31, 1999 will not be deemed Events of
Default.

    11.  This Waiver may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which counterparts
when executed and delivered shall be an original, but all of which shall
together constitute one and the same instrument.  A complete set of counterparts
shall be lodged with the Borrower and the Agent.

    12.  This Waiver and the rights and obligations of the parties hereunder
shall be construed in accordance with the governed by the law of the State of
New York.

    13.  In order to induce the Banks to enter into this Waiver, the Borrower
shall pay to the Agent for distribution to each Bank which shall have executed
and delivered a copy of this Waiver prior to January 13, 2000 an amendment fee
equal to one quarter of one percent (1/4 of 1%) of the Revolving Loan Commitment
and outstanding A Term Loans and/or B Term Loans of each Bank as in effect on
the Sixth Amendment Effective Date (the "Sixth Amendment Fee").

    14.  This Waiver shall become effective on the date (the "Sixth Amendment
Effective Date") when (i) the Required Banks, Holdings and the Borrower shall
have executed a counterpart hereof (whether the same or different counterparts)
and shall have delivered (including by way of facsimile transmission) the same
to counsel for the Agent, Richard G. Smolev, Hopkins & Sutter, Three First
National Plaza, Chicago, Illinois 60602-4205; Telephone: (312)558-6432;
Facsimile: (312) 558-5190, (ii) each


                                       3



<PAGE>

Bank shall have received that portion of the Sixth Amendment Fee due it pursuant
to paragraph 13 herein not later than two (2) Business Days after compliance
with subsection (i) of this paragraph 14, (iii) CE Automotive Trim Systems, Inc.
shall have delivered a Reaffirmation of Subsidiary Guaranty to the Agent in form
and substance acceptable to Agent, and (iv) the Agent shall have received the
sum of $150,000.00 from the Borrower as a retainer for the fees and expenses of
the Professionals retained by the Agent, $75,000 of which already has been paid
and received.

     15.   From and after the Sixth Amendment Effective Date, all references in
the Credit Agreement and each of the other Credit Documents to the Credit
Agreement shall be deemed to be references to the Credit Agreement after giving
effect to this Waiver.

      IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Agreement to be duly executed and delivered as of the date hereof.

[The remainder of this page is blank]










                                       4
<PAGE>
                                  Schedule A

Cambridge Industries, Inc.
Documentation Requirements
Dated as of January 7, 2000

                              WEEKLY INFORMATION

1.   Weekly cash flow variance analysis substantially in the format and
     containing the information attached hereto as Schedule 1. This shall be
     provided to the Agent and P&M no later than Wednesday of the week
     subsequent to the period covered by the report.

2.   Cash Receipts by Customer listing substantially in the format and
     containing the information attached hereto as Schedule 2. This shall be
     provided to the Agent and P&M no later than Wednesday of the week
     subsequent to the period covered by the report.

3.   Customer Backlog Report substantially in the format and containing the
     information attached hereto as Schedule 3. This shall be provided to the
     Agent and P&M no later than Wednesday of the week subsequent to the period
     covered by the report.

                              MONTHLY INFORMATION

1.   Monthly MD*A Analysis and Financial Statements, including the consolidated
     balance sheet, P&L and cash flow statement, currently prepared by
     management in the format currently prepared by the Company, attached hereto
     as Schedule 4. This report should be provided to the Agent and P&M no later
     than the end of the month subsequent to the period covered by the report.

2.   Monthly A/R report summary in the format attached hereto as Schedule 5.
     This information shall be provided to the Agent and P&M no later than
     twenty-one calendar days after the end of each month.

3.   Monthly A/P report summary in the format attached hereto as Schedule 6.
     This information shall be provided to the Agent and P&M no later than
     twenty-one calendar days after the end of each month.









                                       5
<PAGE>
                     REAFFIRMATION OF SUBSIDIARY GUARANTY

     CE Automotive Trim Systems, as guarantor of the above Borrower pursuant to
its Subsidiary Guaranty dated as of July 10, 1997 (the "Guaranty"), acknowledges
the terms and conditions set forth in that certain Sixth Waiver and Amendment to
Credit Agreement of even date herewith and ratifies and reaffirms its guaranty
obligations as set forth in the Guaranty, as reaffirmed.

DATED: As of December 30, 1999

                      CE AUTOMOTIVE TRIM SYSTEMS, INC.

                      Name: /s/ Donald C. Campion
                           ------------------------------

                      Title:
                            -----------------------------

[The remainder of this page is blank - signature pages follow]









<PAGE>

                                       CAMBRIDGE INDUSTRIES HOLDINGS, INC.

                                       Name: /s/ Donald C. Campion
                                            ------------------------------

                                       Title:
                                             -----------------------------

        [The remainder of this page is blank - signature pages follow]












                                    7
<PAGE>


                                       CAMBRIDGE INDUSTRIES INC.

                                       Name: /s/ Donald C. Campion
                                            ------------------------------

                                       Title:  CHIEF FINANCIAL OFFICER
                                             -----------------------------

        [The remainder of this page is blank - signature pages follow]
















                                       8
<PAGE>


                                       BANKERS TRUST COMPANY

                                       Name: /s/  Mary Kay Coyle
                                             ----------------------------

                                       Title:  MANAGING DIRECTOR
                                             ----------------------------

        [The remainder of this page is blank - signature pages follow]















                                       9

<PAGE>

                                                           CLEANDOWN WAIVER ONLY

                SEVENTH WAIVER AND AMENDMENT TO CREDIT AGREEMENT


     SEVENTH WAIVER AND AMENDMENT (This "Waiver"), dated as of ________________
_____, 2000, among Cambridge Industries Holdings, Inc. ("Holdings"), Cambridge
Industries, Inc. (the "Borrower"), the lenders party to the Credit Agreement
referred to below (the "Banks"), and Bankers Trust Company, as Agent (in such
capacity, the "Agent").  All capitalized terms used herein and not otherwise
defined herein shall have the respective meanings provided such terms in the
Credit Agreement referred to below.

                                  WITNESSETH:

     WHEREAS,  Holdings, the Borrower, the Banks and the Agent are parties to a
Credit Agreement dated as of July 10, 1997 (as amended, modified or supplemented
through the date hereof, the "Credit Agreement"); and

     WHEREAS, the Borrower has requested that the Banks amend the Credit
Agreement and provide the Waiver provided for herein and the Banks have agreed
to make such amendments and to provide such Waiver on the terms and conditions
set forth herein;

     NOW, THEREFORE, it is agreed:

     1.  Section 9 of the Fourth Waiver and Amendment to Credit Agreement dated
as of February 23, 1999 and as amended by the Sixth Waiver and Amendment to
Credit Agreement dated as of December 30, 1999 is amended by the deletion of the
phrase (y) "by not later than five (5) Business Days after the last day of any
month exceed $50,000,000" but only with respect to the period ending February
29, 2000 and not for any subsequent time periods.

     2.  In order to induce the Banks to enter into this Waiver, each of
Holdings and the Borrower hereby represents and warrants that (x) no Default or
Event of Default exists on the Seventh Amendment Effective Date after giving
effect to this Waiver, (y) all of the representations and warranties contained
in the Credit Documents shall be true and correct in all material respects on
the Seventh Amendment Effective Date both before and after giving effect to this
Waiver with the same effect as though such representations and warranties had
been made on and as of the Seventh Amendment Effective Date (it being understood
that any representation or warranty made as of a specific date shall be true and
correct in all material respects as of such specific date) and (z) Borrower and
Holdings each have delivered, or as soon as reasonably practicable, will
deliver, all documents and undertakings required to comply with Sections 7.11
and 7.14 of the Credit Agreement and the Security Documents with regard to all
of Borrower's or Holding's Foreign Subsidiaries, including, but not limited to,
any Foreign Subsidiary established under Mexican Law.

      3.  This Waiver is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
<PAGE>

      4.  This Waiver may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which counterparts
when executed and delivered shall be an original, but all of which shall
together constitute one and the same instrument.  A complete set of counterparts
shall be lodged with the Borrower and the Agent.

      5.  This Waiver and the rights and obligations of the parties hereunder
shall be construed in accordance with and governed by the law of the State of
New York.

      6.  This Waiver shall become effective on the date (the "Seventh Amendment
Effective Date") when (i) the Required Banks, Holdings and the Borrower shall
have executed a counterpart hereof (whether the same or different counterparts)
and shall have delivered (including by way of facsimile transmission) the same
to counsel for the Agent, Richard G. Smolev, Hopkins & Sutter, Three First
National Plaza, Chicago, Illinois  60602-4205; Telephone:  (312) 558-6432;
Facsimile:  (312) 558-5190, and (ii) CE Automotive Trim Systems, Inc. shall have
delivered a Reaffirmation of Subsidiary Guaranty to the Agent in form and
substance acceptable to Agent.

      7.  From and after the Seventh Amendment Effective Date, all references in
the Credit Agreement and each of the other Credit Documents to the Credit
Agreement shall be deemed to be references to the Credit Agreement after giving
effect to this Waiver

     IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Agreement to be duly executed and delivered as of the date hereof.


[The remainder of this page is blank]





                                       2
<PAGE>

                EIGHTH WAIVER AND AMENDMENT TO CREDIT AGREEMENT


     EIGHTH WAIVER AND AMENDMENT (this "Waiver"), dated as of March 15, 2000,
among Cambridge Industries Holdings, Inc. ("Holdings"), Cambridge Industries,
Inc. (the "Borrower"), the lenders party to the Credit Agreement referred to
below (the "Banks"), and Bankers Trust Company, as Agent (in such capacity, the
"Agent").  All capitalized terms used herein and not otherwise defined herein
shall have the respective meanings provided such terms in the Credit Agreement
referred to below.

                                  WITNESSETH:

     WHEREAS, Holdings, the Borrower, the Banks and the Agent are parties to a
Credit Agreement dated as of July 10, 1997 (as amended, modified or supplemented
through the date hereof, the "Credit Agreement"); and

     WHEREAS, the Borrower has requested that the Banks amend the Credit
Agreement and provide the Waiver provided for herein and the Banks have agreed
to make such amendments and to provide such Waiver on the terms and conditions
set forth herein;

     NOW, THEREFORE, it is agreed:

     1.  Section 9 of the Fourth Waiver and Amendment to Credit Agreement dated
as of February 23, 1999 and as amended by the Sixth Waiver and Amendment to
Credit Agreement dated as of December 30, 1999 is amended by: (x) the deletion
of the phrase "March 31, 2000" and the substitution of the phrase "June 30,
2000" therefor; (y) the deletion of the phrase "(x)"; and (z) the deletion of
the phrase (y) "by not later than five (5) Business Days after the last day of
any month exceed $50,000,000."

     2.  The Banks waive Borrower's compliance with the provisions of Sections
8.08, 8.09, 8.10 and 8.11 of the Credit Agreement for the period commencing on
December 31, 1999 and ending on June 30, 2000.

     3.  The Banks defer until June 30, 2000 Borrower's compliance with the
provisions of Section 4.02 of the Credit Agreement relating to Mandatory
Prepayments for the Scheduled A Repayment Date and Scheduled B Repayment Date
due on the last Business Day in March, 2000.

     4.  The Banks covenant and agree that they shall consent to the delivery of
certain machinery and equipment now under construction to Borrower's facility in
Mexico so long as Borrower grants the Agent on behalf of the Banks a first
priority security interest in all such equipment and otherwise complies with the
Credit Agreement.

     5.  Section 8.04 of the Credit Agreement is amended by deleting clause (i)
and inserting the following new clause (i):

         "(i) Indebtedness consisting of guaranties (x) by the Borrower of
         Indebtedness and leases permitted to be incurred by Foreign and Wholly-
         Owned Domestic Subsidiaries of the Borrower, (y) by Domestic
         Subsidiaries of the Borrower of Indebtedness and leases Permitted to
         be incurred by the Borrower or other Foreign and Wholly-Owned Domestic
         Subsidiaries of the Borrower and (z) by Foreign Subsidiaries of
         Indebtedness and leases Permitted to be incurred by other Wholly-Owned
         Foreign Subsidiaries of the Borrower."

     6.  Prior to the Eighth Amendment Effective Date and as a condition
precedent to this Waiver, Holdings and Borrower shall deliver an agreement or
agreements acceptable in form and substance to the Agent and the Required Banks
from General Motors Corporation and DaimlerChrysler Corporation (i) waiving
setoff or abatement rights on accounts payable due borrower (except for
defective product, short shipments, premium freight, non-conforming product and
billing errors and reasonable professional fees.]; (ii) covenanting and agreeing
not to resource Borrower's projects; and (iii) accelerating the payment of
accounts receivable due from each such customer (collectively, the "Customer
Agreements").
<PAGE>

     7.  Not later than ten (10) days after the Eighth Amendment Effective Date,
and as a condition precedent to the Banks' accommodations provided hereunder,
Borrower shall deliver to the Agent a Customer Agreement with Ford Motor
Company.

     8.  In order to induce the Banks to enter into this Waiver, each of
Holdings and Borrower agrees to comply with the following schedule regarding the
timing of the sale process relating to Holding's, Guarantor's and Borrower's
assets: Holdings, Borrower and Guarantor shall obtain a letter of intent from a
buyer or buyers of all or substantially all of Borrower's assets at a price and
on terms acceptable to the Banks by _________________ and an executed asset
purchase agreement or agreements acceptable to the Banks by _________________
(the "Sale Schedule").

     9.  In order to induce the Banks to enter into this Waiver, each of
Holdings and the Borrower hereby represents and warrants that (x) no Default or
Event of Default exists on the Eighth Amendment Effective Date after giving
effect to this Waiver, (y) all of the representations and warranties contained
in the Credit Documents shall be true and correct in all material respects on
the Eighth Amendment Effective Date both before and after giving effect to this
Waiver with the same effect as though such representations and warranties had
been made on and as of the Eighth Amendment Effective Date (it being understood
that any representation or warranty made as of a specific date shall be true and
correct in all material respects as of such specific date) and (z) Borrower and
Holdings each have delivered, or as soon as reasonably practicable, will
deliver, all documents and undertakings required to comply with Sections 7.11
and 7.14 of the Credit Agreement and the Security Documents with regard to all
of Borrower's or Holding's Foreign Subsidiaries, including, but not limited to,
any Foreign Subsidiary established under Mexican law.

     10. This Waiver is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.

     11. Provided the Holdings and the Borrower remain in compliance with this
Waiver to and including June 30, 2000, the Waiver provisions contained in
paragraph 2 herein shall expire on June 30, 2000, unless otherwise extended by
agreement of the parties; provided, however, that should Borrower be in full
compliance with Sections 8.08, 8.09, 8.10 and 8.11 of the Credit Agreement on
June 30, 2000, Banks agree that the fact that the Borrower was not in compliance
with the foregoing covenants on any prior Test Period will not be deemed Events
of Default.

     12.        (a)     Holdings, the Borrower and CE Automotive Trim Systems,
Inc. ("Guarantor") each hereby unconditionally and irrevocably remise, acquit,
and fully and forever release and discharge the Agent and the Banks and all
respective affiliates and subsidiaries of the Agent and the Banks, their
respective officers, servants, employees, agents, attorneys, principals,
directors, and shareholders, and their respective heirs, legal representatives,
successors and assigns (collectively, the "Released Bank Parties") from any and
all claims, demands, causes of action, obligations, remedies, suits, damages and
liabilities (collectively, the "Borrower Claims") of any nature whatsoever,
whether now known, suspected or claimed, whether arising under common law, in
equity or under statute, which Holdings, the Borrower or Guarantor ever had or
now has against the Released Bank Parties which may have arisen at any time on
or prior to the date of this Waiver and which were in any manner related to any
of the Credit Documents or the enforcement or attempted enforcement by the Agent
or the Banks of rights, remedies or recourses related thereto.

                (b)     Each of Holdings, the Borrower and Guarantor covenants
     and agrees never to commence, voluntarily aid in any way, prosecute or
     cause to be commenced or prosecuted against any of the Released Bank
     Parties any action or other proceeding based upon any of the Borrower
     Claims which may have arisen at a time on or prior to the date of this
     Waiver and were in any manner related to any of the Credit Documents.

                (c)     The agreements of Holdings, the Borrower and Guarantor
     set forth in this Paragraph 10 shall survive termination of this Waiver and
     the other Credit Agreements.

     13. This Waiver may be executed in any number of counterparts and by the
different parties hereto on




                                       2
<PAGE>

separate counterparts, each of which counterparts when executed and delivered
shall be an original, but all  of which shall together constitute one and the
same instrument.  A complete set of counterparts shall be lodged with the
Borrower and Agent.



     14. This Waiver and the rights and obligations of the parties hereunder
shall be construed in accordance with and governed by the law of the State of
New York.

     15. In order to induce the Banks to enter into this Waiver, the Borrower
shall pay to the Agent for distribution to each Bank which shall have executed
and delivered a copy of this Waiver prior to March 20, 2000 an amendment fee
equal to one-quarter percent (1/4%) of the Revolving Loan Commitment and
outstanding A Term Loans and/ or B Term Loans of each Bank as in effect on the
Eighth Amendment Effective Date (the "Eighth Amendment Fee"), payable out of
first proceeds received from the sale of Borrower's assets in accordance with
the Sale Schedule.

     16. This Waiver shall become effective on the date (the "Eighth Amendment
Effective Date") when (i) the Required Banks, the Supermajority Banks of each
Facility, Holdings and the Borrower shall have executed a counterpart hereof
(whether the same or different counterparts) and shall have delivered (including
by way of facsimile transmission) the same to counsel for the Agent, Richard G.
Smolev, Hopkins & Sutter, Three First National Plaza, Chicago, Illinois 60602-
4205; Telephone: (312) 558-6432; Facsimile: (312) 558-5190; (ii) CE Automotive
Trim Systems, Inc. shall have delivered a Reaffirmation of Subsidiary Guaranty
to the Agent in form and substance acceptable to Agent; and (iii) GM and
DaimlerChrysler shall have delivered the Customer Agreements.

     17. From and after the Eighth Amendment Effective Date, all references in
the Credit Agreement and each of the other Credit Documents to the Credit
Agreement shall be deemed to be references to the Credit Agreement after giving
effect to this Waiver.

     IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Agreement to be duly executed and delivered as of the date hereof.
















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<PAGE>

                      REAFFIRMATION OF SUBSIDIARY GUARANTY

       CE Automotive Trim Systems, as guarantor of the above Borrower pursuant
to its Subsidiary Guaranty dated as of July 10, 1997 (the "Guaranty"),
acknowledges the terms and conditions set forth in that certain Eighth Waiver
and Amendment to Credit Agreement of even date herewith and ratifies and
reaffirms its guaranty obligations as set forth in the Guaranty, as reaffirmed.

DATED:   As of ___________________, ______, 2000

                                      CE AUTOMOTIVE TRIM SYSTEMS, INC.


                                      Name:
                                            ---------------------------------

                                      Title:
                                            ---------------------------------























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