<PAGE>   1
                                                                 EXHIBIT 10.3.2.

                                                                  CONFORMED COPY

                          AMENDMENT AND WAIVER dated as of March 12, 1997, with
                     respect to the Credit Agreement dated as of December 7,
                     1993, as amended (the "Credit Agreement"), among TRANSTAR,
                     INC. (the "Borrower"), the lenders party thereto (the
                     "Lenders") and THE CHASE MANHATTAN BANK (as successor to
                     Chemical Bank), as administrative agent (in such capacity,
                     the "Administrative Agent") and as issuing bank (in such
                     capacity, the "Issuing Bank").

                  A. Pursuant to the Credit Agreement, the Lenders have extended
credit to the Borrower, and have agreed to extend credit to the Borrower, in
each case pursuant to the terms and subject to the conditions set forth therein.

                  B. The Borrower has requested and the Required Lenders hereby
agree to eliminate the Interest Rate Protection covenant contained in Section
6.10 of the Credit Agreement.

                  C. The Borrower has requested and the Required Lenders hereby
agree to grant a limited waiver of Section 2.12(d) of the Credit Agreement and
thereby relieve the Borrower of its obligation to make an Excess Cash Flow
prepayment for the fiscal year ended December 31, 1996.

                  D. Capitalized terms used and not otherwise defined herein
shall have the meanings assigned to them in the Credit Agreement.

                  Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, the parties hereto hereby agree as follows:

                  SECTION 1. Amendment to Section 6.10. Section 6.10 of the
Credit Agreement is hereby deleted in its entirety.

                  SECTION 2. Waiver. The undersigned Lenders hereby waive
compliance by the Borrower with the provisions of Section 2.12(d) of the Credit
Agreement to the extent (but only to the extent) necessary to excuse the
Borrower from its obligation to make a mandatory prepayment thereunder in
respect of Excess Cash Flow for the fiscal year ended December 31, 1996.

                  SECTION 3. Representations and Warranties. To induce the
Lenders to enter into this Amendment and Waiver, the Borrower represents and
warrants to the Lenders that, after giving effect to this Amendment and Waiver,
(a) the representations and warranties



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set forth in the Credit Agreement will be true and correct in all material
respects on and as of the date hereof as though made on and as of such date, and
(b) no Event of Default shall have occurred and be continuing.

                  SECTION 4. Conditions to Effectiveness. This Amendment and
Waiver shall become effective at such time as the Administrative Agent shall
have received counterparts hereof which, when taken together, bear the
signatures of the Borrower and the Required Lenders.

                  SECTION 5. Effect of Amendment and Waiver. Except as expressly
set forth herein, this Amendment and Waiver shall not by implication or
otherwise limit, impair, constitute a waiver of, or otherwise affect the rights
or remedies of the Lenders under the Credit Agreement or any other Loan
Document, and shall not alter, modify, amend or in any way affect any of the
terms, conditions, obligations, covenants or agreements contained in the Credit
Agreement or any other Loan Document, all of which are ratified and affirmed in
all respects and shall continue in full force and effect. Nothing herein shall
be deemed to entitle the Borrower to a consent to, or a waiver, amendment,
modification or other change of, any of the terms, conditions, obligations,
covenants or agreements contained in the Credit Agreement or any other Loan
Document in similar or different circumstances. This Amendment and Waiver shall
apply and be effective only with respect to the provisions of the Credit
Agreement set forth herein. Without limiting the generality of the foregoing,
this Amendment and Waiver shall not relieve the Borrower of its obligations
under Section 2.12(d) of the Credit Agreement with respect to prepayments in
respect of Excess Cash Flow for fiscal years ending December 31, 1997, and
thereafter.

                  SECTION 6. Counterparts. This Amendment and Waiver may be
executed in any number of counterparts and by different parties hereto on
separate counterparts, each of which when so executed and delivered shall be
deemed an original, but all of which together shall constitute a single
instrument. Delivery of an executed counterpart of a signature page of this
Amendment and Waiver by facsimile transmission shall be as effective as delivery
of a manually executed counterpart hereof.

                  SECTION 7. Applicable Law. THIS AMENDMENT AND WAIVER SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.

                  SECTION 8. Headings. The headings of this Amendment and Waiver
are for purposes of reference only and shall not limit or otherwise affect the
meaning hereof.

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                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment and Waiver to be duly executed by their duly authorized officers, all
as of the date and year first above written.


                                             TRANSTAR, INC.,

                                             by /s/ J. W. SCHULTE
                                                -----------------
                                                Name: J.W. Schulte
                                                Title: Vice President-Finance


                                             THE CHASE MANHATTAN BANK, 
                                             individually, as Agent and as
                                             Issuing Bank,

                                             by /s/ JULIE S. LONG
                                                -----------------
                                                Name: Julie S. Long
                                                Title: Vice President


                                             BANK OF AMERICA NATIONAL TRUST 
                                             AND SAVINGS ASSOCIATION, as
                                             Co-Agent,

                                             by /s/ RONALD E. MCKAIG
                                                --------------------
                                                Name: Ronald E. McKaig
                                                Title: Vice President


                                             BANK OF MONTREAL, as Co-Agent,

                                             by /s/ BERNARD SILGARDO
                                                --------------------
                                                Name: Bernard J. Silgardo
                                                Title: Director


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                                             THE INDUSTRIAL BANK OF JAPAN, 
                                             LIMITED, as Co-Agent,

                                             by /s/ TAKUYA HONJO
                                                ----------------
                                                Name: Takuya Honjo
                                                Title: Senior Vice President


                                             THE LONG-TERM CREDIT BANK OF JAPAN,
                                             LTD., NEW YORK BRANCH, as Co-Agent,

                                             by /s/ NOBORU KUBOTA
                                                -----------------
                                                Name: Noboru Kubota
                                                Title: Deputy General Manager


                                             THE NIPPON CREDIT BANK, LTD., as 
                                             Co-Agent,

                                             by /s/ CLIFFORD ABRAMSKY
                                                ---------------------
                                                Name: Clifford Abramsky
                                                Title: Senior Manager


                                             CIBC, INC.,

                                             by /s/ STEPHANIE E. JOHNSON
                                                ------------------------
                                                Name: Stephanie E. Johnson
                                                Title: Authorized Signatory


                                             CREDIT LYONNAIS NEW YORK BRANCH,

                                             by /s/ VLADIMIR LABUN
                                                ------------------
                                                Name: Vladimir Labun
                                                Title:First Vice President
                                                      Manager

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                                             FIRST BANK NATIONAL ASSOCIATION,

                                             by /s/ OTILIA CHEUNG-BELMONT
                                                -------------------------
                                                Name: Otilia Cheung-Belmont
                                                Title: Commercial Banking
                                                       Officer


                                             FLEET NATIONAL BANK, N.A.,

                                             by /s/ ROBERT J. LORD
                                                ------------------
                                                Name: Robert J. Lord
                                                Title: Vice President


                                             MELLON BANK N.A.,

                                             by /s/ RICHARD K. JAMES
                                                --------------------
                                                Name: Richard K. James
                                                Title: Vice President


                                             NATIONSBANK OF NORTH CAROLINA, 
                                             N.A.,

                                             by /s/ RAJESH SOOD
                                                ---------------
                                                Name: Rajesh Sood
                                                Title: Vice President


                                             BANQUE FRANCAISE DU COMMERCE 
                                             EXTERIEUR, GRAND CAYMAN BRANCH,

                                             by /s/ KEVIN DOOLEY
                                                ----------------
                                                Name: Kevin Dooley
                                                Title: Vice President

                                             by /s/ WILLIAM C. MAIER
                                                --------------------
                                                Name: William C. Maier
                                                Title: VP-Group Manager


<PAGE>   6



                                             BANQUE PARIBAS,

                                             by /s/ DOUGLAS R. GOUCHUE
                                                ----------------------
                                                Name: Douglas R.Gouchue
                                                Title: Director

                                             by /s/ EDWARD IRWIN
                                                ----------------
                                                Name: Edward Irwin
                                                Title:


                                             BHF BANK,

                                             by /s/ PERRY FORMAN
                                                ----------------
                                                Name: Perry Forman
                                                Title: VP

                                             by /s/ THOMAS J. SCIFO
                                                -------------------
                                                Name: Thomas J. Scifo
                                                Title: Assistant Vice
                                                       President


                                             PHILADELPHIA NATIONAL BANK, 
                                             incorporated as CORESTATES
                                             BANK, N.A.,

                                             by /s/ BEVERLY J. COLLER
                                                ---------------------
                                                Name: Beverly J. Coller
                                                Title: Vice President


                                             THE SUMITOMO TRUST & BANKING 
                                             COMPANY, LTD., NEW YORK BRANCH

                                              by /s/ SURAJ P. BHATIA
                                                 -------------------
                                                 Name: Suraj P. Bhatia
                                                 Title: Senior Vice President
                                                        Manager, Corporate
                                                        Finance Dept.


<PAGE>   7



                                                  CERES FINANCE LTD.,

                                                  by CHANCELLOR SENIOR SECURED 
                                                     MANAGEMENT, INC., as
                                                     Financial Manager,

                                                  by /s/ DERRIE BOGGESS
                                                     ------------------
                                                     Name: Derrie Boggess
                                                     Title: Director


                                                  PARIBAS CAPITAL FUNDING LLC,

                                                  by /s/ M. STEVEN ALEXANDER
                                                     -----------------------
                                                     Name: M. Steven Alexander
                                                     Title:




<PAGE>   8

                                 [NOT ON COPY]



                                                  CREDIT SUISSE FIRST BOSTON,

                                                  by /s/ ROBERT N. FINNEY
                                                     --------------------
                                                     Name: Robert N. Finney
                                                     Title: Managing Director

                                                  by /s/ THOMAS G. MUOIO
                                                     -------------------
                                                     Name: Thomas G. Muoio
                                                     Title: Associate


                                                  DG BANK,

                                                  by /s/ LEO VON REISSIG
                                                     -------------------
                                                     Name: Leo Von Reissig
                                                     Title: Assistant Vice
                                                            President


                                                  RESTRUCTURED OBLIGATIONS 
                                                  BACKED BY SENIOR ASSETS B.V.,

                                                  by CHANCELLOR SENIOR SECURED
                                                     MANAGEMENT, INC., as
                                                     Portfolio Advisor,

                                                  by /s/STEPHEN M. ALFIERI
                                                     ----------------------
                                                     Name: Stephen M. Alfieri
                                                     Title: Managing Director


                                                  RESTRUCTURED OBLIGATIONS
                                                  BACKED BY SENIOR ASSETS 2
                                                  (ROSA 2),

                                                  by CHANCELLOR SENIOR SECURED
                                                     MANAGEMENT, INC., as
                                                     Portfolio Advisor,

                                                  by /s/ STEPHEN M. ALFIERI
                                                     ----------------------
                                                     Name: Stephen M. Alfieri
                                                     Title: Managing Director