EXHIBIT 10.1


                           CONSENT AND AMENDMENT NO. 7
                                       TO
                              AMENDED AND RESTATED
               REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT

         THIS AMENDMENT NO. 7  ("Amendment")  is entered into as of November 24,
1998 by and among BRIDGEPORT MACHINES, INC. ("BMI"), BRIDGEPORT MACHINES LIMITED
("BML")  and  BRIDGEPORT  MACHINES  GmbH  ("BMG")  (BMI,  BML  and BMG  each,  a
"Borrower"  and jointly and  severally,  the  "Borrowers");  IBJ SCHRODER BANK &
TRUST COMPANY ("IBJS"),  GENERAL ELECTRIC CAPITAL CORPORATION ("GECC") (IBJS and
GECC each, a "Lender" and jointly and severally,  the  "Lenders");  and IBJS, as
agent for the Lenders (in such capacity, the "Agent").

                                   BACKGROUND

         BMI,  BML,  Lenders and Agent are  parties to an Amended  and  Restated
Revolving  Credit,  Term Loan and Security  Agreement,  dated as of December 23,
1994, as amended by: Amendment No. 1 to Amended and Restated  Revolving  Credit,
Term Loan and  Security  Agreement,  dated as of March  31,  1995;  Consent  and
Amendment No. 2 to Amended and Restated Revolving Credit, Term Loan and Security
Agreement  dated  as of May 31,  1995;  an  Amended  and  Restated  Consent  and
Amendment No. 2 to Amended and Restated Revolving Credit, Term Loan and Security
Agreement  dated as of June 28, 1995; an Amendment No. 3 to Amended and Restated
Revolving  Credit,  Term Loan and  Security  Agreement  dated as of November 30,
1995; an Amendment No. 4 to Amended and Restated Revolving Credit, Term Loan and
Security Agreement dated as of August 2, 1996, wherein,  among other things, BMG
was added as a Borrower;  an Amendment  No. 5 to Amended and Restated  Revolving
Credit,  Term Loan and  Security  Agreement  dated as of March 21,  1997;  and a
Consent and Amendment No. 6 to Amended and Restated Revolving Credit,  Term Loan
and Security Agreement dated as of May 16, 1997 (as same may be further amended,
supplemented  or otherwise  modified from time to time,  the "Loan  Agreement"),
pursuant  to which  Lenders  provide  BMI,  BML and BMG with  certain  financial
accommodations.

         Borrowers have  requested that Lenders amend certain  provisions of the
Loan  Agreement  and Lenders  are  willing to do so on the terms and  conditions
hereafter set forth.

         NOW,  THEREFORE,  in  consideration  of any loan or advance or grant of
credit  heretofore  or  hereafter  made to or for the  account of  Borrowers  by
Lenders,  and for  other  good  and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

         1.  Definitions.  All  capitalized  terms not otherwise  defined herein
shall have the meanings given to them in the Loan Agreement.

         2.  Amendment  to  Loan  Agreement.  Subject  to  satisfaction  of  the
conditions precedent set forth in Section 5 below:
<PAGE>
                  (a) The  following  definitions  in  Section  1.2 of the  Loan
Agreement are hereby amended in their entirety to read as follows:

                           (i)   "Domestic   Revolving   Interest   Margin"  for
                  Revolving  Advances  which are Prime  Rate  Domestic  Loans or
                  Prime Rate U.K. Loans shall be zero percent (0%).

                           (ii) "Domestic  Term Loan Interest  Margin" for Prime
                  Rate  Domestic Term Loans and Prime Rate U.K. Term Loans shall
                  be one quarter of one percent (.25%).

                           (iii)  "Eurodollar  Revolving  Interest  Margin"  for
                  Revolving  Advances  consisting of Sterling Loans and Domestic
                  Loans shall be one and three quarters percent (1.75%).

                           (iv)  "Eurodollar  Term  Loan  Interest  Margin"  for
                  Eurodollar  Rate Domestic Term Loans and Eurodollar  Rate U.K.
                  Term Loans shall be two percent (2%).

                           (v) "Term"  shall  mean the  Effective  Date  through
                  December 23, 2002.

                  (b) The  following  definitions  are hereby  added to the Loan
Agreement in appropriate alphabetical order:

                  "Deutschmark  Equivalent"  shall  mean  at any  time  for  the
         determination thereof the amount of Deutschmarks obtained by converting
         the Dollar  amount or Dollar  Equivalent  involved in such  computation
         into  Deutschmarks  at the spot rate for the  purchase of  Deutschmarks
         with U.S.  Dollars as quoted by IBJS at  approximately  11:00 a.m. (New
         York time) on any date of such determination.

                  "Dutch Line of Credit" shall mean an unsecured  line of credit
         provided to BML by a financial  institution in The Netherlands on terms
         and  conditions  satisfactory  to  Lenders  under  which an amount  not
         greater than the Guilder  Equivalent of $200,000 will be outstanding at
         any point in time.

                  "German Line of Credit" shall mean an unsecured line of credit
         provided  to  BMG  and/or  any  of  its  Subsidiaries  by  a  financial
         institution  in  the  Republic  of  Germany  on  terms  and  conditions
         satisfactory  to Lenders  under  which an amount not  greater  than the
         Deutschmark  Equivalent of $1,250,000  will be outstanding at any point
         in time.

                  "Guilder" shall mean lawful money of The Netherlands.

                  "Guilder   Equivalent"   shall   mean  at  any  time  for  the
         determination thereof the amount of Guilders obtained by converting the
         Dollar amount or Dollar  Equivalent  involved in such  computation into
         Guilders  at the spot  rate for the  purchase  of  Guilders  with  U.S.
         Dollars as quoted by IBJS at  approximately  11:00 a.m. (New York time)
         on any date of such determination.

                  (c) The definition of "Dollar Equivalent" is hereby amended by
adding "or Guilder" after "Deutschmark" wherever Deutschmark appears.

                  (d) Section 2.15 of the Loan  Agreement  is hereby  amended in
its entirety to read as follows:
<PAGE>
                  "2.15.  BMG Term Loan. The BMG Term Loan shall be payable with
         respect  to  principal,   in  equal  consecutive  monthly  installments
         aggregating  Deutschmarks  equal to one-sixtieth of the original amount
         of the  BMG  Term  Loan  per  month  payable  on the  last  day of each
         successive  month,  except that the final  installment  shall be in the
         amount  of the  balance  thereof  and  shall be due on July  31,  2001,
         subject to  acceleration  upon the  occurrence of a Default or Event of
         Default  under  this  Agreement  or  termination  of  this   Agreement.
         Notwithstanding  any provision to the contrary herein,  interest on the
         BMG Term Loan shall be payable in arrears on the last day of each month
         at a rate per annum equal to (a) 7.345%  through  December 23, 1999 and
         (b) 6% for each month thereafter."

                  (e)  Subclauses  (i)(A) and (i)(B) of Section  3.2 of the Loan
Agreement are hereby amended in its entirety to read as follows:

                  "(A) for  issuing  or  causing  the  issuance  of a Letter  of
         Credit,  a fee  computed  at a rate per  annum  of one and  one-quarter
         percent (1 1/4%) on the  outstanding  amount  thereof from time to time
         and (B) for issuing or causing the  issuance of a Letter of Credit that
         is not a standby  Letter of Credit,  a fee computed at a rate per annum
         of one and one  quarter  percent  (1  1/4%)  of the  original  and each
         increase in the face amount  thereof for each 120 days or part  thereof
         of its term (the fees set forth in (A) and (B)  referred  to as "Letter
         of Credit Fees") and"

                  (f) Section  3.4(a) of the Loan Agreement is hereby amended by
deleting "$1500" and inserting "$1000" in its place and stead.

                  (g) Section  7.3 of the Loan  Agreement  is hereby  amended by
adding the following at the end thereof:

                  "or (iii) BMI may guarantee (x) the Deutschmark  Equivalent of
         up to $1,250,000 of BMG's  obligations  under the German Line of Credit
         and (y) the Guilder  Equivalent of up to $200,000 of BML's  obligations
         under the Dutch Line of Credit,  provided in each case such  guarantees
         shall be unsecured and in form and substance satisfactory to Lenders."

                  (h) Section  7.8 of the Loan  Agreement  is hereby  amended by
adding the following at the end thereof:

                  "or (iii) Indebtedness under the German Line of Credit and the
         Dutch Line of Credit."

         3.  Consent by Lenders.  BML has advised the Lenders that it desires to
open a  Eurocurrency  collection  account at  National  Westminster  Bank in the
United Kingdom and Lenders  hereby consent to the opening of such account.  Such
account  will not be a blocked or dominion  account as provided in Section  4.15
hereof  and  Borrowers  agree to close such  account  immediately  upon  Agent's
request.

         4. Reserves.  Notwithstanding anything to the contrary contained in the
Loan  Agreement,  Agent shall not impose any  Reserves  with respect to any sums
outstanding under the Dutch Line of Credit or the German Line of Credit.

         5.  Conditions  Precedent.  This  Consent and  Amendment  shall  become
effective upon satisfaction of the following conditions precedent:
<PAGE>
                  (a) This Consent and Amendment shall have been executed by the
Lenders,  the Borrowers and the Guarantor,  in four counterparts,  with executed
counterparts delivered to each of the parties.

                  (b) Agent shall have received  opinions of counsel to BMI, BML
and BMG indicating  that the  transactions  contemplated  by this Amendment have
been  properly  authorized  and that the  documents  executed  and  delivered in
connection  therewith  are the  legal,  valid  and  binding  obligations  of the
respective signatories.

                  (c) Agent shall have  received an amendment  fee of $60,562.50
to be shared equally by the Lenders.

         6.       Representations and Warranties.

                  (a) Borrowers hereby represent and warrant that as of the date
hereof:

                           (i)  This   Consent  and   Amendment   and  the  Loan
                  Agreement,  as amended  hereby,  constitute  legal,  valid and
                  binding  obligations of Borrowers and are enforceable  against
                  Borrowers in accordance with their respective terms.

                           (ii)  Upon  the  effectiveness  of this  Consent  and
                  Amendment,   Borrowers   hereby   reaffirm  their   respective
                  covenants,  representations  and  warranties  made in the Loan
                  Agreement  to the extent the same are not  amended  hereby and
                  agree that all such covenants,  representations and warranties
                  shall be deemed to have been remade as of the  effective  date
                  of this Consent and Amendment.

                           (iii) No Event of Default or Default has occurred and
                  is  continuing  or would  exist  after  giving  effect to this
                  Consent and Amendment.

                           (iv)  Borrowers  have no knowledge of any facts which
                  would form the basis for any defense,  counterclaim  or offset
                  with respect to the Loan Agreement.

                  (b) Lenders hereby represent and warrant that this Consent and
Amendment and the Loan Agreement, as amended hereby, constitute legal, valid and
binding obligations of Lenders and are enforceable against Lenders in accordance
with their respective terms.

         7.       Effect on the Loan Agreement

                  (a) Upon the effectiveness of this Consent and Amendment, each
reference in the Loan  Agreement  to "this  Agreement,"  "hereunder,"  "hereof,"
"herein"  or words of like  import  shall  mean and be a  reference  to the Loan
Agreement as amended hereby.

                  (b) Except as specifically amended herein, the Loan Agreement,
and all other documents, instruments and agreements executed and/or delivered in
connection  therewith,  shall  remain in full force and  effect,  and are hereby
ratified and confirmed.
<PAGE>
                  (c) The execution,  delivery and effectiveness of this Consent
and  Amendment  shall not  operate as a waiver of any right,  power or remedy of
Lenders, nor constitute a waiver of any provision of the Loan Agreement,  or any
other documents, instruments or agreements executed and/or delivered under or in
connection therewith.

         8. Governing Law. This Consent and Amendment  shall be binding upon and
inure to the benefit of the parties hereto and their  respective  successors and
assigns and shall be governed by and  construed in  accordance  with the laws of
the State of New York.

         9.  Headings.  Section  headings  in this  Consent  and  Amendment  are
included  herein for  convenience  of reference  only and shall not constitute a
part of this Consent and Amendment for any other purpose.

         10.  Counterparts.  This Consent and  Amendment  may be executed by the
parties hereto in one or more counterparts,  each of which shall be deemed to be
an original and all of which taken  together  shall be deemed to constitute  one
and the same agreement.
<PAGE>
         IN WITNESS  WHEREOF,  this Consent and Amendment has been duly executed
as of the day and year first written above.

                                            BRIDGEPORT MACHINES, INC.,
                                            as Borrower and Guarantor

                                            By:        /s/ Yvonne L. Megenis 
                                                       ---------------------
                                            Name:      Yvonne L. Megenis
                                            Title:     Vice President-Treasurer


                                            BRIDGEPORT MACHINES LIMITED,
                                            as Borrower

                                            By:        /s/ Yvonne L. Megenis 
                                                       ---------------------
                                            Name:      Yvonne L. Megenis
                                            Title:     Attorney In Fact


                                            BRIDGEPORT MACHINES GmbH,
                                            as Borrower

                                            By:        /s/ Yvonne L. Megenis 
                                                       ---------------------
                                            Name:      Yvonne L. Megenis
                                            Title:     Attorney In Fact


                                            IBJ SCHRODER BANK & TRUST COMPANY,
                                            as Lender and as Agent

                                            By:        /s/ Robert R. Wallace 
                                                       ----------------------
                                            Name:      Robert R. Wallace
                                            Title:     Vice President


                                            GENERAL ELECTRIC CAPITAL CORPORATION
                                            as Lender

                                            By:        /s/ Peggy Erlenkotter 
                                                       ---------------------
                                            Name:      Peggy Erlenkotter
                                            Title:     Duly Authorized Signatory