<PAGE>   1










                                                                  EXHIBIT 10.3.3


                                                                  CONFORMED COPY

                               THIRD AMENDMENT AND WAIVER dated as of October 9,
                          1997 (this "Amendment"), to the Credit Agreement dated
                          as of December 7, 1993, as amended (the "Credit 
                          Agreement"), among TRANSTAR, INC., a Delaware 
                          corporation (the "Borrower"), the lenders party 
                          thereto (the "Lenders") and THE CHASE MANHATTAN BANK,
                          as agent for the Lenders (in such capacity, the 
                          "Agent") and as issuing bank (in such capacity, the 
                          "Issuing Bank").

                  WHEREAS the Borrower has requested that the Lenders (such term
and each other capitalized term used but not defined herein having the meanings
assigned to such terms in the Credit Agreement) agree to waive the Margin
Adjustment due to become effective on the fourth anniversary of the Closing
Date;

                  WHEREAS the Lenders are willing, on the terms, subject to the
conditions and to the extent set forth below, to waive effectiveness of such
Margin Adjustment;

                  WHEREAS the Borrower has requested that the Required Lenders
agree to amend the Credit Agreement to permit the Borrower to pay certain
dividends in excess of those currently permitted by the Credit Agreement; and

                  WHEREAS the Required Lenders are willing, on the terms,
subject to the conditions and to the extent set forth below, to approve such
amendments.

                  NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the Borrower and the
undersigned Lenders hereby agree, on the terms and subject to the conditions set
forth herein, as follows:

                  Section 1. Waiver. The undersigned Lenders hereby agree to
waive the increase in the Margin Adjustment scheduled to take effect on the
fourth anniversary of the Closing Date pursuant to clause (i) of the definition
of "Margin Adjustment" in Article I of the Credit Agreement.

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                  Section 2. Amendments. The Credit Agreement shall be amended
as follows:

                  (a) Section 2.12(d) of the Credit Agreement shall be amended
by inserting at the end of such Section the following:

                  "Notwithstanding the foregoing, the amount of the prepayment
                  required pursuant to this Section 2.12(d) to be made within
                  90 days after the fiscal year ending December 31, 1997,
                  shall be reduced by the sum of (i) the aggregate amount of
                  dividends paid by the Borrower during the fiscal year ended
                  December 31, 1997, pursuant to clause (f)(i) of Section 7.08
                  and (ii) the amount of the dividends paid by the Borrower
                  during the 90-day period following the end of the Borrower's
                  fiscal year ending December 31, 1997, pursuant to clause
                  (f)(ii) of Section 7.08. Each certificate delivered by the
                  Borrower pursuant to the second sentence of this Section
                  2.12(d) shall set forth the amount of any reductions made
                  pursuant to the preceding sentence."

                  (b) Section 4.13 of the Credit Agreement shall be amended by
adding at the end of the proviso to the first sentence thereof the words "or
Section 7.08(f)."

                  (c) Section 6.08 of the Credit Agreement shall be amended by
adding at the end of the proviso thereof the words "or Section 7.08(f)."

                  (d) Section 7.08 of the Credit Agreement shall be amended by
(i) deleting the word "and" at the end of clause (d) thereof, (ii) deleting the
period at the end of clause (e) thereof and substituting "; and" therefor and
(iii) inserting after clause (e) thereof the following:

                      "(f) so long as there exists no Event of Default (both
                  before and after giving effect thereto) the Borrower may (i)
                  pay cash dividends from time to time during the fiscal year
                  ending December 31, 1997, not exceeding aggregate dividends
                  pursuant to this clause (f)(i) of $25,000,000; and (ii) pay
                  cash dividends at any time and from time to time prior to the
                  end of the 90-day period following the end of the Borrower's
                  fiscal year ending December 31, 1997; provided, that (A) the
                  aggregate dividends pursuant to clause (f)(ii) shall not
                  exceed an amount equal to the excess, if any, of (1) the
                  Borrower's Excess Cash Flow for the fiscal year of the
                  Borrower ending December 31, 1997 over (2) the aggregate
                  amount of all dividends theretofore paid pursuant to clause
                  (f)(i) above and (B) no such dividend 

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                  shall be paid pursuant to clause (f)(ii) prior to the date
                  of delivery by the Borrower to the Agent of a certificate
                  signed by any Financial Officer of the Borrower setting
                  forth the calculation in reasonable detail of the amount of
                  Excess Cash Flow for the fiscal year ending December 31,
                  1997, demonstrating that the amount of such dividend is
                  permitted."

                  Section 3. Representations and Warranties. The Borrower
represents and warrants to each of the Lenders that this Amendment has been duly
executed and delivered by the Borrower and constitutes a legal, valid and
binding obligation of the Borrower, enforceable against the Borrower in
accordance with its terms (i) except as the enforceability thereof may be
limited by bankruptcy, insolvency or similar laws affecting creditors' rights
generally and (ii) subject to general principles of equity.

                  Section 4. Effectiveness. The Waiver referred to in Section 1
of this Amendment shall become effective as of the date when the Agent shall
have received copies hereof that, when taken together, bear the signatures of
the Borrower and all the Lenders. The Amendments referred to in Section 2 of
this Amendment shall become effective as of the date when the Agent shall have
received copies hereof that, when taken together, bear the signatures of the
Borrower and the Required Lenders.

                  Section 5. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

                  Section 6. No Other Amendments. Except as expressly set forth
herein, this Amendment shall not by implication or otherwise limit, impair,
constitute a waiver of, or otherwise affect the rights and remedies of any party
under the Credit Agreement, nor alter, modify, amend or in any way affect any of
the terms, conditions, obligations, covenants or agreements contained in the
Credit Agreement, all of which are ratified and affirmed in all respects and
shall continue in full force and effect. This Amendment shall apply and be
effective only with respect to the provisions of the Credit Agreement
specifically referred to herein.

                  Section 7. Counterparts. This Amendment may be executed in two
or more counterparts, each of which shall constitute an original, but all of
which when taken together shall constitute but one contract. Delivery of an
executed counterpart of a signature page of this Amendment by facsimile
transmission shall be as effective as delivery of a manually executed
counterpart of this Amendment.

                  Section 8. Headings. Section headings used herein are for
convenience of reference only, are not part of this 

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Amendment and are not to affect the construction of, or to be taken into
consideration in interpreting, this Amendment.

                  Section 9. Expenses. The Borrower shall reimburse the Agent
for its reasonable out-of-pocket expenses incurred in connection with this
Amendment, including the reasonable fees and expenses of Cravath, Swaine &
Moore, counsel for the Agent.


                  IN WITNESS WHEREOF, the Borrower and the undersigned Required
Lenders have caused this Amendment to be duly executed by their duly authorized
officers, all as of the date 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/ MICHAEL J. DILLON
                                          ---------------------
                                          Name:  Michael J. Dillon
                                          Title: Managing Director


                                   BANK OF MONTREAL, as Co-Agent,

                                       by /s/ ELIZABETH F. TRAPP
                                          ----------------------
                                          Name:  Elizabeth F. Trapp
                                          Title: Director

<PAGE>   5

                                   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/ HIROSHI KITADA
                                          ------------------
                                          Name:  Hiroshi Kitada
                                          Title: Deputy General Manager


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

                                       by /s/ YOSHIKI TSHIZUKA
                                          --------------------
                                          Name:  Yoshiki Tshizuka
                                          Title: Vice President &
                                                 Assistant General
                                                 Counsel


                                   NATEXIS BANQUE BFCE, formerly
                                   Banque Francaise du Commerce 
                                   Exterieur, Grand Cayman Branch,

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


                                       by /s/ EVAN KRAUS
                                          --------------
                                          Name:  Evan Kraus
                                          Title: Associate

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                                   BANQUE PARIBAS,

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


                                       by /s/ ROSS A. CATLIN
                                          ------------------
                                          Name:  Ross A. Catlin
                                          Title: A.V.P.


                                   BHF-BANK AG,

                                       by /s/ THOMAS J. SCIFO
                                          -------------------
                                          Name:  Thomas J. Scifo
                                          Title: A.V.P.


                                       by /s/ JOHN SYKES
                                          --------------
                                          Name:  John Sykes
                                          Title: A.V.P.


                                   CAPTIVA II FINANCE, LTD.

                                       by /s/ JOHN H. CULLINANE
                                          ---------------------
                                          Name: John H. Cullinane
                                          Title: Director


                                   CHASE SECURITIES INC., as agent for 
                                   The Chase Manhattan Bank,

                                       by /s/ WILLIAM J. BOKOS
                                          --------------------
                                          Name:  William J. Bokos
                                          Title: Authorized Signatory


                                   CIBC, INC.,

                                       by /s/ WILLIAM J. KOSK JR.
                                          -----------------------
                                          Name:  William J. Kosk Jr.
                                          Title: Director

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                                   COMMERCIAL LOAN FUNDING TRUST I,
                                   LEHMAN COMMERICAL PAPER INC.
                                   (not in its individual capacity,
                                   but solely as administrative
                                   agent),

                                       by /s/ MICHELLE SWANSON
                                          --------------------
                                          Name:  Michelle Swanson
                                          Title: Authorized Signatory


                                   CORESTATES BANK, N.A.,

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


                                   CREDIT LYONNAIS, NEW YORK BRANCH,

                                       by /s/ VLADMIMIR LABUN
                                          -------------------
                                          Name:  Vladmimir Labun
                                          Title: First Vice President
                                                 Manager


                                   CREDIT SUISSE FIRST BOSTON (formerly 
                                   Credit Suisse),

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


                                       by /s/ CHRISTOPHER T. HORGAN
                                          -------------------------
                                          Name:  Christopher T. Horgan
                                          Title: Vice President

<PAGE>   8

                                   DEUTSCHE GENOSSENSCHAFTSBANK,

                                       by /s/ LINDA J. O'CONNELL
                                          ----------------------
                                          Name:  Linda J. O'Connell
                                          Title: Vice President


                                       by /s/ KAREN A. BRINKMAN
                                          ---------------------
                                          Name:  Karen A. Brinkman
                                          Title: Vice President


                                   FIRST BANK NATIONAL ASSOCIATION,

                                       by /s/ ELLIOT J. JAFFEE
                                          --------------------
                                          Name:  Elliot J. Jaffee
                                          Title: Vice President


                                   MELLON BANK N.A.,

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


                                   MORGAN STANLEY SENIOR FUNDING, INC.,

                                       by /s/ CHRISTOPHER A. PUCILLO
                                          --------------------------
                                          Name:  Christopher A. Pucillo
                                          Title: Vice President


                                   NATIONSBANK OF NORTH CAROLINA, N.A.,

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


                                   PARIBAS CAPITAL FUNDING LLC,

                                       by /s/ ERIC A. GREEN
                                          -----------------
                                          Name:  Eric A. Green
                                          Title: Director

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                                   FLEET BANK, N.A.,

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