Exhibit 10.8
                        CREDIT AGREEMENT

<PAGE>
---------------------------------------------------------------------------


                        CREDIT AGREEMENT

                          by and among

                   GIANT CEMENT HOLDING, INC.
                     GIANT CEMENT COMPANY,
                    KEYSTONE CEMENT COMPANY,
             GIANT RESOURCE RECOVERY COMPANY, INC.,
                     GCHI INVESTMENTS, INC.
                              and
                     GIANT CEMENT NC, INC.

                          as Borrowers

                              and

       SOUTHTRUST BANK OF ALABAMA, NATIONAL ASSOCIATION,
                     as Agent and as Lender



                       December 20, 1996


___________________________________________________________________________

<PAGE>

                       TABLE OF CONTENTS

                                                             Page

                           ARTICLE I
                      Definitions and Terms


     1.1     Definitions                                        2
     1.2     Accounting Terms                                  16
     1.3     UCC Terms                                         16

                          ARTICLE II
                  The Revolving Credit Facility


     2.1     Revolving Loans                                   17
     2.2     Payment of Interest                               19
     2.3     Payment of Principal                              20
     2.4     Revolving Credit Notes                            20
     2.5     Pro Rata Payments                                 21
     2.6     Reductions                                        21
     2.7     Conversions                                       21
     2.8     Fee.                                              22
     2.9     Deficiency Advances                               22
     2.10    Use of Proceeds                                   22
     2.11    Extension of Revolving Credit Termination Date    22
     2.12    Appointment of Giant Holding and Authorized
     Representatives as Agents for the Borrowers.              23

                         ARTICLE IIA
                 The Letter of Credit Facility


2A.1  Letters of Credit                                        23
2A.2  Reimbursement                                            23
2A.3  Letter of Credit Fee                                     26
2A.4  Administrative Fees                                      27

                         ARTICLE III
                Yield Protection and Illegality

                               i

<PAGE>

     3.1     Additional Costs                                  27
     3.2     Suspension of Loans                               28
     3.3     Illegality                                        29
     3.4     Compensation                                      29
     3.5     Alternate Loan and Lender                         29
     3.6     Taxes                                             30

                          ARTICLE IV
                      Conditions Precedent


     4.1     Conditions of Initial Advance and Issuance
             of Letters of Credit                              31
     4.2     Conditions of Revolving Loans and Issuance
             of Letters of Credit                              34

                           ARTICLE V
                  Representations and Warranties


     5.1     Organization and Authority                        35
     5.2     Loan Documents                                    35
     5.3     Solvency                                          36
     5.4     Subsidiaries and Stockholders                     36
     5.5     Ownership Interests                               36
     5.6     Financial Condition                               36
     5.7     Title to Properties                               36
     5.8     Taxes                                             37
     5.9     Other Agreements                                  37
     5.10    Litigation                                        37
     5.11    Margin Stock                                      37
     5.12    Investment Company                                37
     5.13    Patents, Etc.                                     38
     5.14    No Untrue Statement                               38
     5.15    No Consents, Etc.                                 38
     5.16    Employee Benefit Plans                            38
     5.17    No Default                                        39
     5.18    Hazardous Materials                               39
     5.19    RICO                                              39
     5.20    Employment Matters                                40

                           ARTICLE VI
                      Affirmative Covenants


     6.1     Financial Reports, Etc.                           40

                               ii

<PAGE>

     6.2     Maintain Properties                               41
     6.3     Existence, Qualification, Etc.                    41
     6.4     Regulations and Taxes                             42
     6.5     Insurance                                         42
     6.6     True Books                                        42
     6.7     Pay Indebtedness to Lenders and
             Perform Other Covenants                           42
     6.8     Payment of Other Indebtedness                     42
     6.9     Right of Inspection                               42
     6.10    Observe all Laws                                  43
     6.11    Officer's Knowledge of Default                    43
     6.12    Suits or Other Proceedings                        43
     6.13    Environmental Compliance                          43
     6.14    Indemnification                                   43
     6.15    Further Assurances                                43
     6.16    Employee Benefit Plans                            43
     6.17    Termination Events                                44
     6.18    ERISA Notices                                     44
     6.19    Continued Operations                              44
     6.20    Use of Proceeds                                   44
     6.21    New Subsidiaries                                  44
     6.22    Substitution Letters of Credit                    45

                          ARTICLE VII
                       Negative Covenants


     7.1     Consolidated Indebtedness for Money
             Borrowed to Consolidated
             Tangible Net Worth Ratio                          45
     7.2     Consolidated Fixed Charge Ratio                   46
     7.3     Current Ratio                                     46
     7.4     Capital Expenditures                              46
     7.5     Consolidated Tangible Net Worth                   46
     7.6     Liens                                             46
     7.7     Consolidated Indebtedness                         47
     7.8     Transfer of Assets                                48
     7.9     Investments; Acquisitions.                        48
     7.10    Merger or Consolidation                           49
     7.11    Change in Control                                 49
     7.12    Transactions with Affiliates                      50
     7.13    Compliance with ERISA                             50
     7.14    Fiscal Year                                       51
     7.15    Limitations on Sales and Leasebacks               51
     7.16    Negative Pledge Clauses                           51

                              iii

<PAGE>

                         ARTICLE VIII
              Events of Default and Acceleration


     8.1     Events of Default                                 51
     8.2     Agent to Act                                      54
     8.3     Cumulative Rights                                 54
     8.4     No Waiver                                         54
     8.5     Allocation of Proceeds                            55

                            ARTICLE IX
                            The Agent


     9.1     Appointment                                       55
     9.2     Attorneys-in-fact                                 55
     9.3     Limitation on Liability                           56
     9.4     Reliance                                          56
     9.5     No Representations                                56
     9.6     Indemnification                                   57
     9.7     Lender                                            57
     9.8     Resignation                                       57
     9.9     Sharing of Payments, etc                          58
     9.10    Fees                                              58

                            ARTICLE X
                          Miscellaneous


     10.1    Confidentiality.                                  58
     10.2    Assignments and Participations                    59
     10.3    Notices                                           61
     10.4    Setoff                                            62
     10.5    Survival                                          62
     10.6    Expenses                                          63
     10.7    Amendments                                        63
     10.8    Counterparts                                      64
     10.9    Termination                                       64
     10.10   Governing Law                                     64
     10.11   Indemnification                                   66
     10.12   Headings and References                           66
     10.13   Severability.                                     66
     10.14   Entire Agreement                                  66

                               iv

<PAGE>

     10.15   Agreement Controls                                66
     10.16   Usury Savings Clause                              66
     10.17   Joint and Several Obligations                     67



EXHIBIT A    Applicable Commitment Percentages                A-1
EXHIBIT B    Form of Assignment and Acceptance                B-1
EXHIBIT C    Notice of Appointment (or Revocation) of
             AuthorizedRepresentative                         C-1
EXHIBIT D    Giant Cement Holding, Inc.Request For Advance/Interest
             Rate Election                                    D-1
EXHIBIT E    Form of Revolving Note                           E-1
EXHIBIT F    Form of Security Agreement                       F-1
EXHIBIT G    Form of Opinion of Borrowers' Counsel            G-1
EXHIBIT H    Compliance Certificate                           H-1


Schedule 5.5      Ownership Interests
Schedule 5.6      Indebtedness
Schedule 5.7      Liens
Schedule 5.16     Employee Benefit Plans
Schedule 5.18     Hazardous Materials
Schedule 7.9      Investments

                               v

<PAGE>

                        Credit Agreement

     THIS   CREDIT   AGREEMENT,  dated  as  of  December  20,   1996   (the
"Agreement"), is made by and among GIANT CEMENT HOLDING, INC.,  a  Delaware
corporation ("Giant Holding"), GIANT CEMENT COMPANY, a Delaware corporation
and  wholly  owned  subsidiary of Giant Holding ("Giant Cement"),  KEYSTONE
CEMENT  COMPANY, a Pennsylvania corporation and wholly owned subsidiary  of
Giant  Holding  ("Keystone"),  GIANT RESOURCE  RECOVERY  COMPANY,  INC.,  a
Delaware  corporation and wholly owned subsidiary of Giant Holding  ("Giant
Resource"), GCHI INVESTMENTS, INC., a Delaware corporation and wholly owned
subsidiary  of Giant Holding ("GCHI"), and GIANT CEMENT NC, INC.,  a  South
Carolina  corporation and wholly owned subsidiary of Giant Holding  ("Giant
NC") (Giant Holding, Giant Cement, Keystone, Giant Resource, GCHI and Giant
NC   are  also  referred  to  individually  herein  as  a  "Borrower"   and
collectively  as  the  "Borrowers"), SOUTHTRUST BANK OF  ALABAMA,  NATIONAL
ASSOCIATION, a national banking association organized under the laws of the
United States, in its capacity as a Lender, and each other lender executing
and  delivering  a  signature page hereto and each other lender  which  may
hereafter  execute and deliver an instrument of assignment with respect  to
this  Agreement pursuant to Section 10.1 hereof (hereinafter  such  lenders
may  be  referred  to  individually as a "Lender" or  collectively  as  the
"Lenders"),  and  SOUTHTRUST  BANK  OF  ALABAMA,  NATIONAL  ASSOCIATION,  a
national banking association organized and existing under the laws  of  the
United  States of America ("SouthTrust"), in its capacity as agent for  the
Lenders  (in such capacity, and any successor appointed in accordance  with
the terms of Section 9.8 hereof, the "Agent");

                      W I T N E S S E T H:
                      -------------------
     WHEREAS,  the Borrowers have requested that the Lenders make available
to  the  Borrowers  credit  facilities consisting  of  a  revolving  credit
facility  in the maximum aggregate principal amount at any time outstanding
of  $30,000,000  and a letter of credit facility of up to  $2,000,000,  the
proceeds of such credit facilities to be used to refinance certain existing
long  term  indebtedness and outstanding letters of credit and for  general
working capital needs; and

     WHEREAS,  the  Lenders  are  willing to  make  the  credit  facilities
available to the Borrowers upon the terms and conditions set forth herein;

     NOW,  THEREFORE,  each  of the Borrowers, the Lenders  and  the  Agent
hereby agree as follows:

<PAGE>

                           ARTICLE I

                     Definitions and Terms
                     ---------------------
     I.1  Definitions.  For the purposes of this Agreement, in addition  to
the  definitions  set  forth  above, the following  terms  shall  have  the
respective meanings set forth below:

          "Accounts" means all Accounts of the Borrowers as defined in  the
     Security Agreement;

          "Account  Debtor"  means any Person who  is  or  who  may  become
     obligated to any Borrower under or on account of an Account;

          "Acquisition"  means the acquisition of (i) a controlling  equity
     interest  in  another  Person (including the purchase  of  an  option,
          warrant or convertible or similar type security to acquire such a
     controlling interest at the time it becomes exercisable by the  holder
     thereof), whether by purchase of such equity interest or upon exercise
     of  an  option or warrant for, or conversion of securities into,  such
     equity  interest, or (ii) assets of another Person for which the  Cost
     of Acquisition equals or exceeds $1,000,000;

          "Advance" means any borrowing under the Revolving Credit Facility
     consisting of a Base Rate Loan or a Eurodollar Rate Loan;

          "Affiliate"  means  any Person (i) which directly  or  indirectly
     through one or more intermediaries controls, or is controlled  by,  or
     is  under  common control with, any Borrower;  (ii) which beneficially
     owns or holds 10% or more of any class of the outstanding voting stock
     (or in the case of a Person which is not a corporation, 10% or more of
     the  equity  interest) of any Borrower; or (iii) 10% or  more  of  any
     class  of  the outstanding voting stock (or in the case  of  a  Person
     which  is  not  a corporation, 10% or more of the equity interest)  of
     which  is  beneficially  owned or held  by  any  Borrower.   The  term
     "control"  means the possession, directly or indirectly, of the  power
     to  direct or cause the direction of the management and policies of  a
     Person,  whether  through ownership of voting stock,  by  contract  or
     otherwise;

          "Applicable  Commitment Percentage" means, with respect  to  each
     Lender  at any time, a fraction, the numerator of which shall  be  the
     sum of such Lender's Revolving Credit  Commitment and Letter of Credit
     Commitment at such time and the denominator of which shall be the  sum
     of  the  Total  Revolving Credit Commitment and the  Total  Letter  of
     Credit Commitment at such time, which Applicable Commitment Percentage
     for  each  Lender as of the Closing Date is as set forth in Exhibit  A
     attached  hereto and incorporated herein by reference;  provided  that
     the Applicable Commitment Percentage of each Lender shall be increased
     or  decreased to reflect any assignments to or by such Lender effected
     in accordance with Section 10.1 hereof;

                                       2

<PAGE>

          "Applications  for  Letters of Credit" means,  collectively,  the
     applications for letters of credit in the form provided by the Issuing
     Bank and executed by the Borrowers from time to time and delivered  to
     Issuing Bank to support the issuance of Letters of Credit;

          "Assignment   and  Acceptance"  shall  mean  an  Assignment   and
     Acceptance in the form of Exhibit B (with blanks appropriately  filled
     in)  delivered  to  the Agent in connection with an  assignment  of  a
     Lender's  interest  under  this Agreement  pursuant  to  Section  10.1
     hereof;

          "Authorized Representative" means the President or Vice President
     of  Giant  Holding  or, with respect to financial matters,  the  chief
     financial  officer or treasurer of Giant Holding or any  other  person
     expressly  designated by the Board of Directors  (or  the  appropriate
     committee thereof) of each Borrower as an Authorized Representative of
     all  Borrowers, as set forth from time to time in a certificate in the
     form attached hereto as Exhibit C;

          "Base Rate" means the per annum rate of interest established from
     time  to time by SouthTrust at its principal office as its Base  Rate.
     Any change in the Base Rate shall become effective as of 12:01 A.M. of
     the Business Day on which each change in the Base Rate is announced by
     SouthTrust.   The Base Rate is a reference rate used by SouthTrust  in
     determining interest rates on certain loans and is not intended to  be
     the  lowest rate of interest charged on any extension of credit to any
     debtor;

          "Base  Rate Loan" means a Loan for which the rate of interest  is
     determined by reference to the Base Rate;

          "Board"  means  the  Board of Governors of  the  Federal  Reserve
     System (or any successor body);

          "Borrowers'  Account"  means  a  demand  deposit  account  number
     60797104  with  SouthTrust  Bank  of  South  Carolina,  N.A.,  or  any
     successor  account  with  the  Agent or an  affiliate,  which  may  be
     maintained  at  one or more offices of the Agent or an  agent  of  the
     Agent;

          "Business Day" means, (i) with respect to any Base Rate Loan, any
     day  which  is not a Saturday, Sunday or a day on which banks  in  the
     State  of Alabama are authorized or obligated by law, executive  order
     or  governmental  decree to be closed and, (ii) with  respect  to  any
     Eurodollar  Rate Loan, any day which is a Business Day,  as  described
     above,  and on which the relevant international financial markets  are
     open for the transaction of business contemplated by this Agreement in
     London, England, New York, New York and Birmingham, Alabama;

          "Capital Expenditures" means, with respect to the Borrowers,  for
     any  period,  expenditures or costs in connection with Capital  Leases
     and  costs  for fixed or capital assets or improvements  made  by  any
     Borrower during such period which in accordance with GAAP applied on a
     Consistent Basis are characterized as capital expenditures;

                                       3

<PAGE>

          "Capital  Leases" means all leases which have been or  should  be
     capitalized  in accordance with GAAP as in effect from  time  to  time
     including Statement No. 13 of the Financial Accounting Standards Board
     and any successor thereof;

          "Closing  Date"  means  the date as of which  this  Agreement  is
     executed  by each of the Borrowers, the Lenders and the Agent  and  on
     which  the  conditions  set forth in  Section  4.1  hereof  have  been
     satisfied;

          "Code"  means the Internal Revenue Code of 1986, as amended,  and
     any regulations promulgated thereunder;

          "Collateral" has, collectively, the meaning given to such term in
     each Security Instrument in which it may appear;

          "Consistent Basis" in reference to the application of GAAP  means
     the  accounting  principles observed in the  period  referred  to  are
     comparable  in  all  material  respects  to  those  applied   in   the
     preparation  of the audited consolidated financial statements  of  the
     Borrowers referred to in Section 5.6(a) hereof;

          "Consolidated  Current  Assets" means all  items  that  would  be
     classified  as current assets on a consolidated balance sheet  of  the
     Borrowers in accordance with GAAP applied on a Consistent Basis;

          "Consolidated Current Liabilities" means all items that would  be
     classified as current liabilities on a consolidated balance  sheet  of
     the   Borrowers,  including  all  current  maturities  of  long   term
     Consolidated Indebtedness for Money Borrowed, in accordance with  GAAP
     applied on a Consistent Basis;

          "Consolidated  EBITDA" means, with respect to the  Borrowers  for
     any  period  of computation thereof, the sum of, without  duplication,
     (i) Consolidated Net Income during such period, plus (ii) Consolidated
     Interest  Expense  accrued during such period,  plus  (iii)  taxes  on
     income accrued during such period, plus (iv) amortization during  such
     period,  plus (v) Depreciation during such period, all determined on a
     consolidated  basis in accordance with GAAP applied  on  a  Consistent
     Basis;

          "Consolidated  Fixed  Charge Ratio" means, with  respect  to  the
     Borrowers  for  the period of computation thereof, the  ratio  of  (i)
     Consolidated  EBITDA for such period plus  Consolidated Lease  Expense
     for such period, to (ii) Consolidated Fixed Charges for such period;

          "Consolidated Fixed Charges" means, with respect to the Borrowers
     for   any   period  of  computation  thereof,  the  sum  of,   without
     duplication,  (i)  Consolidated Interest Expense during  such  period,
     plus   (ii)  Consolidated  Lease  Expense  during  such  period,  plus
     (iii)  current  maturities  of  Consolidated  Indebtedness  for  Money
     Borrowed   actually  paid  during  such  period,  all  determined   in
     accordance with GAAP applied on a Consistent Basis;

                                       4

<PAGE>

          "Consolidated Indebtedness" means, as of any date  on  which  the
     amount  thereof is to be determined, all Indebtedness of the Borrowers
     as determined on a consolidated basis;

          "Consolidated Indebtedness for Money Borrowed" means, as  of  any
     date on which the amount thereof is to be determined, all Indebtedness
     for Money Borrowed of the Borrowers, exclusing for purposes of Section
     7.1  the  undrawn  amount of letters of credit,  as  determined  on  a
     consolidated basis;

          "Consolidated  Interest  Expense"  means,  for  any   period   of
     computation  thereof,  the gross interest expense  of  the  Borrowers,
     including without limitation (i) the current amortized portion of debt
     discounts to the extent included in gross interest expense,  (ii)  the
     current  amortized portion of all fees (including, without limitation,
     fees  payable  in respect of a Swap Agreement) payable  in  connection
     with  the  incurrence  of  Consolidated  Indebtedness  to  the  extent
     included  in  gross  interest expense and (iii)  the  portion  of  any
     payments  made in connection with Capital Leases allocable to interest
     expense,  all  determined on a consolidated basis in  accordance  with
     GAAP applied on a Consistent Basis;

          "Consolidated Lease Expense" means, for any period of computation
     thereof,  all  amounts  paid or accrued by the Borrowers  during  such
     period  under  operating  leases (whether or not  constituting  rental
     expense),  as  determined on a consolidated basis in  accordance  with
     GAAP applied on a Consistent Basis;

          "Consolidated  Net Income" means, for any period  of  computation
     thereof,   the  gross  revenues  from  operations  of  the   Borrowers
     (including  payments received by the Borrowers of interest income  and
     dividends  and  distributions  from  investments  not  related  to  an
     extraordinary event) less all operating and non-operating expenses  of
     the  Borrowers  all determined on a consolidated basis  in  accordance
     with  GAAP applied on a Consistent Basis; but excluding as income  for
     all  purposes  other  than  the computations  required  under  Section
     7.5(ii)(B) the aggregate amount of all of the following in  excess  of
     $500,000:   (i) net gains on the sale, conversion or other disposition
     of capital assets, (ii) net gains on the acquisition, retirement, sale
     or  other  disposition of capital stock and other  securities  of  any
     Borrower,  (iii)  net  gains on the collection  of  proceeds  of  life
     insurance policies, (iv) any write-up of any asset, and (v) any  other
     net  gain  or  credit of an extraordinary nature,  all  determined  in
     accordance with GAAP applied on a Consistent Basis;

          "Consolidated  Shareholders' Equity" means, as  of  any  date  on
     which the amount thereof is to be determined, the sum of the following
     in respect of the Borrowers (excluding any upward adjustment after the
     Closing  Date due to revaluation of assets): (i) the amount of  issued
     and outstanding share capital, plus (ii) the amount of additional paid-
     in  capital and retained earnings (or, in the case of a deficit, minus
     the  amount  of  such deficit), plus (iii) the amount of  any  foreign
     currency  translation adjustment (if positive, or, if negative,  minus
     the  amount of such translation adjustment), minus (iv) the amount  of
     any  treasury  stock,  all  determined  on  a  consolidated  basis  in
     accordance with GAAP applied on a Consistent Basis;

          "Consolidated  Tangible Net Worth" means,  with  respect  to  the
     Borrowers  as  of  any  date on which the  amount  thereof  is  to  be
     determined, Consolidated Shareholders' Equity minus the net book value
     of  all  assets of the Borrowers which would be treated as  intangible
     assets  determined  on  a consolidated basis in accordance  with  GAAP
     applied on a Consistent Basis;

                                       5

<PAGE>

          "Contingent  Obligation"  of  any  Person  means  all  contingent
     liabilities  required  (or  which,  upon  the  creation  or  incurring
     thereof, would be required) to be included in the financial statements
     (including  footnotes) of such Person in accordance with GAAP  applied
     on  a  Consistent  Basis, including Statement No. 5 of  the  Financial
     Accounting  Standards  Board,  and  any  obligation  of  such   Person
     guaranteeing or in effect guaranteeing any Indebtedness,  dividend  or
     other  obligation of any other Person (the "primary obligor")  in  any
     manner, whether directly or indirectly, including obligations of  such
     Person however incurred:

               (1)   to  purchase such Indebtedness or other obligation  or
          any property or assets constituting security therefor;

               (2)   to  advance or supply funds in any manner (i) for  the
          purchase or payment of such Indebtedness or other obligation,  or
          (ii)  to  maintain a minimum working capital, net worth or  other
          balance sheet condition or any income statement condition of  the
          primary obligor;

               (3)  to grant or convey any lien, security interest, pledge,
          charge  or  other encumbrance on any property or assets  of  such
          Person   to  secure  payment  of  such  Indebtedness   or   other
          obligation;

               (4)   to  lease property or to purchase securities or  other
          property  or  services primarily for the purpose of assuring  the
          owner or holder of such Indebtedness or obligation of the ability
          of  the  primary obligor to make payment of such Indebtedness  or
          other obligation; or

               (5)   otherwise  to assure the owner of the Indebtedness  or
          such  obligation of the primary obligor against loss  in  respect
          thereof;

          "Cost of Acquisition" means, with respect to any Acquisition,  as
     at  the  date of entering into any agreement therefor, the sum of  the
     following  (without duplication): (i) the value of the capital  stock,
     warrants  or  options to acquire capital stock of any Borrower  to  be
     transferred  in connection therewith, (ii) any cash or other  property
     (excluding property described in clause (i)) and the unpaid  principal
     amount  of  any  debt  instrument given as  consideration,  (iii)  any
     Indebtedness  assumed  by  any  Borrower  in  connection   with   such
     Acquisition, and (iv) out of pocket transaction costs for the services
     and  expenses of attorneys, accountants and other consultants incurred
     in  effecting such a transaction, and other similar transaction  costs
     so  incurred.  For purposes of determining the Cost of Acquisition for
     any  transaction,  (A)  the capital stock of Giant  Holding  shall  be
     valued  (I)  at  its market value as reported on the  Nasdaq  National
     Market  System with respect to shares  that are freely tradeable,  and
     (II)  with  respect  to  shares  that are  not  freely  tradeable,  as
     determined  by  the  Board  of Directors  of  Giant  Holding  and,  if
     requested by the Agent, determined to be a reasonable valuation by  an

                                       6

<PAGE>

     independent firm selected by the Agent, (B) the capital stock  of  any
     Borrower other than Giant Holding shall be valued as determined by the
     Board  of  Directors of such Borrower and, if requested by the  Agent,
     determined  to  be  a  reasonable valuation  by  an  independent  firm
     selected  by  the  Agent,  and  (C) with respect  to  any  Acquisition
     accomplished  pursuant to the exercise of options or warrants  or  the
     conversion  of securities, the Cost of Acquisition shall include  both
     the cost of acquiring such option, warrant or convertible security  as
     well as the cost of exercise or conversion;

          "Default" means any event or condition which, with the giving  or
     receipt of notice or lapse of time or both, would constitute an  Event
     of Default hereunder;

          "Depreciation"   means,  with respect to the  Borrowers  for  any
     period  of  computation thereof, the aggregate amount of  depreciation
     accrued  during such period as determined on a consolidated  basis  in
     accordance with GAAP applied on a Consistent Basis;

          "Dollars"  and  the  symbol "$" means dollars constituting  legal
     tender  for  the  payment of public and private debts  in  the  United
     States of America;

          "Eligible  Securities" means the following  obligations  and  any
     other obligations previously approved in writing by the Agent:

                (i)   direct  obligations  of, or  obligations  the  timely
          payment  of  principal  and  interest  on  which  are  fully  and
          unconditionally guaranteed by, the United States of America;

              (ii)  obligations of any corporation organized under the laws
          of  any state of the United States or under the laws of any other
          nation,  payable in the United States, expressed  to  mature  not
          later  than  90 days following the date of issuance  thereof  and
          rated in an investment grade rating category by Standard & Poor's
          Corporation and Moody's Investors Service, Inc.; and

              (iii)  interest bearing demand or time deposits issued by any
          Lender or certificates of deposit, bankers acceptances and  other
          "money  market  instruments" maturing within one  hundred  eighty
          (180) days from the date of issuance thereof and issued by a bank
          or trust company organized under the laws of the United States or
          of any state thereof having capital surplus and undivided profits
          aggregating at least $1,000,000;

          "Employee  Benefit Plan" means any employee benefit  plan  within
     the  meaning  of  Section 3(3) of ERISA which (a)  is  maintained  for
     employees  of any Borrower or is assumed by any Borrower in connection
     with any acquisition or any of its ERISA Affiliates or (b) has at  any
     time  been maintained for the employees of any Borrower or any current
     or former ERISA Affiliate;

          "Environmental  Laws"  means,  collectively,  the   Comprehensive
     Environmental  Response, Compensation and Liability Act  of  1980,  as
     amended, the Superfund Amendments

                                       7

 <PAGE>

     and  Reauthorization  Act  of  1986,  the  Resource  Conservation  and
     Recovery Act, the Toxic Substances Control Act, as amended, the  Clean
     Air  Act,  as  amended,  the Clean Water Act, as  amended,  any  other
     "Superfund"  or  "Superlien" law or any other federal,  or  applicable
     state  or local statute, law, ordinance, code, rule, regulation, order
     or  decree regulating, relating to, or imposing liability or standards
     of conduct concerning, any Hazardous Material;

          "ERISA"  means  the Employee Retirement Income  Security  Act  of
     1974, as amended from time to time, and any successor statute and  all
     rules and regulations promulgated thereunder;

          "ERISA  Affiliate", as applied to any Borrower, means any  Person
     or  trade  or  business which is a member of a group  which  is  under
     common control with such Borrower, who together with such Borrower, is
     treated as a single employer within the meaning of Section 414(b)  and
     (c) of the Code;

          "Eurodollar  Rate  Loan"  means a Loan  for  which  the  rate  of
     interest is determined by reference to the Eurodollar Rate;

          "Eurodollar  Rate" means the interest rate per  annum  calculated
     according to the following formula:

           Eurodollar =       Interbank Offered Rate         +   1.75%
              Rate       --------------------------------
                         1- Eurodollar Reserve Percentage

          "Eurodollar  Reserve  Percentage"  means,  for  any   day,   that
     percentage  (expressed as a decimal) which is in effect from  time  to
     time  or  any successor regulation, as the maximum reserve requirement
     (including,  without  limitation, any basic, supplemental,  emergency,
     special, or marginal reserves) applicable with respect to Eurocurrency
     liabilities  as that term is defined in Regulation D (or  against  any
     other  category of liabilities that includes deposits by reference  to
     which  the  interest  rate of Eurodollar Rate  Loans  is  determined),
     whether  or not the Agent has any Eurocurrency liabilities subject  to
     such requirements without benefits of credits or proration, exceptions
     or  offsets  that may be available from time to time  to  Agent.   The
     Eurodollar  Rate  shall be adjusted automatically on  and  as  of  the
     effective date of any change in the Eurodollar Reserve Percentage;

          "Event of Default" means any of the occurrences set forth as such
     in Section 8.1 hereof;

          "Facilities" means the Revolving Credit Facility and  the  Letter
     of Credit Facility;

          "Fiscal  Year" means the fiscal year of the Borrowers  ending  on
     each December 31;

          "Foreign   Benefit  Law"  means  any  applicable  statute,   law,
     ordinance,  code,  rule, regulation, order or decree  of  any  foreign
     nation  or  any  province,  state, territory,  protectorate  or  other

                                       8

<PAGE>

     political  subdivision thereof regulating, relating  to,  or  imposing
     liability  or  standards of conduct concerning, any  Employee  Benefit
     Plan;

          "Four-Quarter  Period"  means a period of four  full  consecutive
     fiscal  quarters  of the Borrowers, taken together as  one  accounting
     period;

          "GAAP"  means  Generally  Accepted Accounting  Principles,  being
     those  principles  of  accounting set forth in pronouncements  of  the
     Financial  Accounting  Standards  Board,  the  American  Institute  of
     Certified   Public   Accountants  or  which  have  other   substantial
     authoritative  support and are applicable in the circumstances  as  of
     the  date  of  a  report, as such principles are  from  time  to  time
     supplemented and amended;

          "Governmental   Authority"  shall  mean   any   Federal,   state,
     municipal,  national  or  other governmental  department,  commission,
     board,  bureau,  agency  or instrumentality or  political  subdivision
     thereof or any entity or officer exercising executive, legislative  or
     judicial,  regulatory or administrative functions of or pertaining  to
     any  government  or any court, in each case whether  a  state  of  the
     United States, the United States or foreign;

          "Hazardous Material" means and includes any hazardous,  toxic  or
     dangerous  waste,  substance or material,  the  generation,  handling,
     storage,  disposal, treatment or emission of which is subject  to  any
     Environmental Law;

          "Indebtedness"  means  with  respect  to  any  Person,  (i)   all
     Indebtedness for Money Borrowed, (ii) the undrawn face amount of,  and
     unpaid  Reimbursement Obligations in respect of, all letters of credit
     issued for the account of such Person; (iii) all indebtedness of  such
     Person  for the acquisition of property, (iv) all indebtedness secured
     by  any  Lien  on  the  property of such Person whether  or  not  such
     indebtedness is assumed, (v) all liability of such Person  by  way  of
     endorsements  (other than for collection or deposit  in  the  ordinary
     course  of business), (vi) all Contingent Obligations, (vii) all  Rate
     Hedging  Obligations  and  (viii) that  portion  of  obligations  with
     respect to Capital Leases and each other item which in accordance with
     GAAP is classified as a liability on a balance sheet; provided that in
     no  event  shall  the term Indebtedness include surplus  and  retained
     earnings,  lease obligations (other than pursuant to Capital  Leases),
     reserves  for  deferred  income taxes and  investment  credits,  other
     deferred  credits and reserves, trade payables, accrued  expenses  and
     deferred  compensation  obligations and  trade  payables  and  accrued
     expenses incurred in the ordinary course of business;

          "Indebtedness  for  Money Borrowed" means  with  respect  to  any
     Person determined on a consolidated basis, all Indebtedness in respect
     of money borrowed, including without limitation all Capital Leases and
     the  deferred purchase price of any property or asset, evidenced by  a
     promissory note, bond, debenture or similar written obligation for the
     payment  of  money,  other than trade payables  and  accrued  expenses
     incurred in the ordinary course of business;

                                       9

<PAGE>

          "Interbank  Offered Rate" means, with respect to  any  Eurodollar
     Rate  Loan  for  the Interest Period applicable thereto,  the  average
     (rounded  upward to the nearest one-sixteenth (1/16) of  one  percent)
     per  annum rate of interest determined by the office of the Agent then
     determining  such rate (each such determination to be  conclusive  and
     binding)  as  of three Business Days prior to the first  day  of  such
     Interest   Period,  as  the  effective  rate  at  which  deposits   in
     immediately available funds in Dollars are being, have been, or  would
     be  offered  or  quoted  by  Agent to major banks  in  the  applicable
     interbank  market  for  Eurodollar deposits at  any  time  during  the
     Business  Day  which is the second Business Day immediately  preceding
     the  first day of such Interest Period, for a term comparable to  such
     Interest Period and in the amount of the Eurodollar Rate Loan;

          "Interest  Period" for each Eurodollar Rate Loan means  a  period
     commencing on the date such Eurodollar Rate Loan is made or  converted
     and  each  subsequent  period  commencing  on  the  last  day  of  the
     immediately preceding Interest Period for such Eurodollar  Rate  Loan,
     and ending on the date 30, 60 or 90 days thereafter either as notified
     to  the Agent by the Authorized Representative three (3) Business Days
     prior  to  the  beginning of such Interest Period  by  delivery  of  a
     Request  for Advance/Interest Rate Election or as otherwise determined
     in accordance with Section 2.1(d)(iii) hereof; provided, that,

                     (i)   if an Interest Period for a Eurodollar Rate Loan
          would  end  on  a day which is not a Business Day  such  Interest
          Period shall be extended to the next Business Day; and

                (ii) there shall not be more than five (5) Interest Periods
          in effect on any day;

          "Inventory"  means all Inventory of the Borrowers as  defined  in
     the Security Agreement;

          "Issuing  Bank"  means  South Trust  Bank  of  Alabama,  National
     Association,  or  any  successor or replacement  bank,  as  issuer  of
     Letters of Credit in accordance with Article IIA hereof;

          "Lending Office" means, as to each Lender, the Lending Office  of
     such  Lender  designated  on  the signature  pages  hereof  or  in  an
     Assignment and Acceptance or such other office of such Lender  (or  of
     an  affiliate  of such Lender) as such Lender may from  time  to  time
     specify  to the Authorized Representative and the Agent as the  office
     by which its Loans are to be made and maintained;

          "Letter  of Credit" means any Standby Letter of Credit issued  by
     Issuing  Bank for the account of the Borrowers as described in Article
     IIA hereof;

          "Letter  of Credit Commitment" means with respect to each Lender,
     the  obligation  of such Lender to acquire  Participations  up  to  an
     aggregate  stated  amount at any one time outstanding  equal  to  such
     Lender's  Applicable  Commitment Percentage of  the  Total  Letter  of

                                       10

<PAGE>

     Credit Commitment as the same may be increased or decreased from  time
     to time pursuant to this Agreement;

          "Letter  of  Credit Facility" means the facilities  described  in
     Article IIA hereof providing for the issuance by Issuing Bank for  the
     account  of the Borrowers of Letters of Credit in an aggregate  stated
     amount  at  any  time outstanding not exceeding the  Total  Letter  of
     Credit Commitment;

          "Letter  of  Credit  Outstandings" means all undrawn  amounts  of
     Letters of Credit plus Reimbursement Obligations;

          "Lien"  means  any interest in property securing  any  obligation
     owed to, or a claim by, a Person other than the owner of the property,
     whether such interest is based on the common law, statute or contract,
     and including but not limited to the lien or security interest arising
     from  a mortgage, encumbrance, pledge, security agreement, conditional
     sale or trust receipt or a lease, consignment or bailment for security
     purposes.    For  purposes of this definition, any Borrower  shall  be
     deemed to be the owner of any property which it has acquired or  holds
     subject  to  a conditional sale agreement, financing lease,  or  other
     arrangement pursuant to which title to the property has been  retained
     by or vested in some other Person for security purposes;

          "Loan" or "Loans" means any of the Revolving Loans;

          "Loan   Documents"   means  this  Agreement,   the   Notes,   the
     Subordination  Agreement,  the  Security  Instruments  and  all  other
     instruments   and  documents  heretofore  or  hereafter  executed   or
     delivered to or in favor of any Lender or the Agent in connection with
     the Loans made and transactions contemplated under this Agreement,  as
     the  same  may be amended, supplemented or replaced from the  time  to
     time;

          "Material Adverse Effect" means a material adverse effect (a)  on
     the  business,  properties,  operations  or  condition,  financial  or
     otherwise,  of  the Borrowers on a consolidated basis or  (b)  on  the
     ability of the Borrowers on a consolidated basis to perform, or of the
     Agent  to  enforce, or of the Lenders to realize the  benefits  to  be
     afforded  by  any  remedy  after default of, the  obligations  of  the
     Borrowers under the Loan Documents;

          "Multiemployer Plan" means a "multiemployer plan" as  defined  in
     Section  4001(a)(3)  of  ERISA to which the  Borrowers  or  any  ERISA
     Affiliate  are  making,  or  are  accruing  an  obligation  to   make,
     contributions  or have made, or been obligated to make,  contributions
     within the preceding six (6) years;

          "Net Proceeds"  (a) from any public or private offering of equity
     or  debt  securities  means  cash  payments  received  by  a  Borrower
     therefrom as and when received, net of all legal, accounting,  banking
     and  underwriting fees and expenses, commissions, discounts and  other
     issuance  expenses  incurred in connection  therewith  and  all  taxes
     required to be paid or accrued as a consequence of such issuance;  and
     (b)  from any disposition of assets means cash payments received by  a

                                       11

<PAGE>

     Borrower  therefrom (including any cash payments received pursuant  to
     any  note or other debt security received in connection with any asset
     disposition)  as  and when received, net of (i)  all  legal  fees  and
     expenses  and  other  fees  and expenses paid  to  third  parties  and
     incurred in connection therewith, (ii) all taxes required to  be  paid
     or  accrued as a consequence of such sale and (iii) amounts applied to
     repayment  of  Consolidated Indebtedness (other than the  Obligations)
     secured by a Lien on the asset or property disposed;

          "Notes" means, collectively, the Revolving Notes;

          "Obligations" means the obligations, liabilities and Indebtedness
     of the Borrowers with respect to (i) the principal and interest on the
     Loans,  (ii)  the Reimbursement Obligations; (iii) all liabilities  of
     any  Borrower  to  any  Lender which arise  under  a  Swap  Agreement,
     and  (iv)  the  payment  and  performance of  all  other  obligations,
     liabilities  and Indebtedness of the Borrowers to the Lenders  or  the
     Agent hereunder or, under any one or more of the other Loan Documents;

          "Participation"  means, with respect to any  Lender  (other  than
     Issuing   Bank),   the   extension  of  credit  represented   by   the
     Participation  of  such Lender hereunder in the liability  of  Issuing
     Bank  in  respect  of  a Letter of Credit issued by  Issuing  Bank  in
     accordance with the terms hereof;

          "PBGC"  means  the Pension Benefit Guaranty Corporation  and  any
     successor thereto;

          "Pension  Plan"  means any Employee Benefit Plan,  other  than  a
     Multiemployer Plan, which is subject to the provisions of Title IV  of
     ERISA  or  Section 412 of the Code and which is or was maintained  for
     employees of the Borrowers or any ERISA Affiliate;

          "Person"  means  an individual, partnership, corporation,  trust,
     unincorporated   organization,  association,  joint   venture   or   a
     government or agency or political subdivision thereof;

          "Principal  Office" means the office of the Agent  at  420  North
     20th  Street,  Birmingham, Alabama 35203, or  such  other  office  and
     address  as  the  Agent  may from time to time designate  and  deliver
     notice of such designation in accordance with Section 10.2 hereof;

          "Rate  Hedging Obligations" means any and all obligations of  the
     Borrowers, whether absolute or contingent and howsoever and whensoever
     created,  arising,  evidenced  or acquired  (including  all  renewals,
     extensions  and  modifications  thereof and  substitutions  therefor),
     under (i) any and all agreements, devices or arrangements designed  to
     protect  at least one of the parties thereto from the fluctuations  of
     interest  rates,  exchange rates or forward rates applicable  to  such
     party's  assets, liabilities or exchange transactions, including,  but
     not  limited  to, Dollar-denominated or cross-currency  interest  rate
     exchange  agreements,  forward currency exchange agreements,  interest
     rate  cap  or  collar protection agreements, forward rate currency  or
     interest  rate  options, puts, warrants and those  commonly  known  as

                                       12

<PAGE>

     interest  rate  "swap" agreements; and (ii) any and all cancellations,
     buybacks,  reversals,  terminations  or  assignments  of  any  of  the
     foregoing;

          "Regulation D" means Regulation D of the Board as the same may be
     amended or supplemented from time to time;

          "Regulatory Change" means any change effective after the  Closing
     Date  in United States federal or state laws or regulations (including
     Regulation  D  and capital adequacy regulations) or  foreign  laws  or
     regulations  or  the  adoption  or  making  after  such  date  of  any
     interpretations, directives or requests applying to a class of  banks,
     which includes any of the Lenders, under any United States federal  or
     state  or foreign laws or regulations (whether or not having the force
     of  law)  by  any court or governmental or monetary authority  charged
     with the interpretation or administration thereof or compliance by any
     Lender  with  any  request  or directive regarding  capital  adequacy,
     including with respect to "highly leveraged transactions," whether  or
     not  having  the  force  of  law, whether or  not  failure  to  comply
     therewith  would be unlawful and whether or not published or  proposed
     prior to the date hereof;

          "Reimbursement Obligation" shall mean at any time, the obligation
     of  the  Borrowers with respect to any Letter of Credit  to  reimburse
     Issuing  Bank  and  the  Lenders to the  extent  of  their  respective
     Participations (including by the receipt by Issuing Bank  of  proceeds
     of Loans pursuant to Section 2A.2 hereof) for amounts theretofore paid
     by Issuing Bank pursuant to a drawing under such Letter of Credit;

          "Request For Advance/Interest Rate Election" means a Request  For
     Advance/Interest Rate Election in the form of Exhibit D hereto  to  be
     delivered by the Borrowers in connection with any Advance or  interest
     rate election with respect to any of the Loans;

          "Required  Lenders" means, as of any date, Lenders on  such  date
     having  Credit Exposures (as defined below) of at least (i)  if  there
     shall  be  fewer than three (3) Lenders, 100% of the aggregate  Credit
     Exposures  of  all Lenders on such date, and (ii) if  there  shall  be
     three  (3)  or more Lenders, 66-2/3% of the aggregate Credit Exposures
     of  all  the  Lenders  on such date.  For purposes  of  the  preceding
     sentence, the amount of the "Credit Exposure" of each Lender shall  be
     equal  at all times (a) other than following the occurrence and during
     the  continuance of an Event of Default, to the sum of the amounts  of
     its  Revolving Credit Commitment and Letter of Credit Commitment,  and
     (b) following the occurrence and during the continuance of an Event of
     Default,  to  the sum of (i) the aggregate principal  amount  of  such
     Lender's   Applicable  Commitment  Percentage  of   Revolving   Credit
     Outstandings  plus  (ii)  the  aggregate  unutilized  amount  of  such
     Lender's  Revolving Credit Commitment plus (iii) the  amount  of  such
     Lender's   Applicable  Commitment  Percentage  of  Letter  of   Credit
     Outstandings; provided that, for the purpose of this definition  only,
     (x)  if any Lender shall have failed to fund its Applicable Commitment
     Percentage  of any Advance of such Lender shall be deemed  reduced  by
     the  amount  it  so failed to fund for so long as such  failure  shall
     continue  and  such  Lender's  Credit Exposure  attributable  to  such
     failure  shall  be  deemed held by any Lender  making  more  than  its
     Applicable  Commitment Percentage of such Advance  to  the  extent  it

                                       13

<PAGE>

     covers such failure, and (y) if any Lender shall have failed to pay to
     the  Issuing Bank upon demand its Applicable Commitment Percentage  of
     any  drawing  under any Letter of Credit resulting in  an  outstanding
     Reimbursement  Obligation, such Lender's Credit Exposure  attributable
     to  such  Letter of Credit Outstandings shall be deemed to be held  by
     Issuing Bank;

          "Reserve  Requirement" means, for any Eurodollar Rate  Loan  with
     respect   thereto,  the  maximum  aggregate  rate  at  which  reserves
     (including,   without  limitation,  any  marginal,   supplemental   or
     emergency reserves) are required to be maintained with respect thereto
     under  Regulation D by the member banks of the Federal Reserve  System
     with  respect  to  Dollar  funding in  the  London  interbank  market.
     Without  limiting the effect of the foregoing, the Reserve Requirement
     shall  reflect  any other reserves required to be maintained  by  such
     member  banks  by  reason  of any Regulatory Change  against  (i)  any
     category of liabilities which includes deposits by reference to  which
     the  Base  Rate is to be determined or (ii) any category of extensions
     of credit or other assets which include Eurodollar Rate Loans;

          "Restricted   Payment"   means  (a)   any   dividend   or   other
     distribution,  direct or indirect, on account of  any  shares  of  any
     class of stock of Giant Holding now or hereafter outstanding, except a
     dividend  payable  solely in shares of that  class  of  stock  to  the
     holders  of  that  class;  (b) any redemption,  conversion,  exchange,
     retirement  or  similar  payment, purchase or  other  acquisition  for
     value, direct or indirect, of any shares of any class of capital stock
     of  Giant Holding now or hereafter outstanding (other than an exchange
     of shares of one class of capital stock of Giant Holding for shares of
     another  class of capital stock of Giant Holding); and (c) any payment
     made  to  retire,  or  to  obtain the surrender  of,  any  outstanding
     warrants,  options or other rights to acquire shares of any  class  of
     stock of Giant Holding now or hereafter outstanding;

          "Revolving Credit Commitment" means, with respect to each Lender,
     the obligation of such Lender to make Revolving Loans to the Borrowers
     up to an aggregate principal amount at any one time outstanding as set
     forth  on  Exhibit A hereto as the same may be increased or  decreased
     from time to time pursuant to this Agreement;

          "Revolving  Credit  Facility" means  the  facility  described  in
     Article  II hereof providing for Loans to the Borrowers by the Lenders
     in  the  aggregate  principal  amount of the  Total  Revolving  Credit
     Commitment;

          "Revolving  Credit  Outstandings"  means,  as  of  any  date   of
     determination,  the aggregate principal amount of all Revolving  Loans
     then outstanding;

          "Revolving Credit Termination Date" means (i) December  20,  1999
     or  (ii)  such  earlier  date of termination of  Lenders'  obligations
     pursuant to Section 8.1 upon the occurrence of an Event of Default, or
     (iii)  such  date  as  the Borrowers may voluntarily  and  permanently
     terminate  the  Revolving Credit Facility by payment in  full  of  all
     Obligations  (including  the discharge of all Obligations  of  Issuing
     Bank   and  the  Lenders  with  respect  to  Letters  of  Credit   and

                                       14

<PAGE>

     Participations)  or  (iv) such later date as  the  Borrowers  and  the
     Lender shall agree in writing pursuant to Section 2.11 hereof;

          "Revolving Loan" means any borrowing pursuant to an Advance under
     the Revolving Credit Facility in accordance with Article II hereof;

          "Revolving  Notes" means, collectively, the promissory  notes  of
     the Borrowers evidencing Revolving Loans executed and delivered to the
     Lenders  as provided in Section 2.4 hereof substantially in  the  form
     attached  hereto  as  Exhibit  E, with appropriate  insertions  as  to
     amounts, dates and names of Lenders;

          "Security Agreement" means that certain Security Agreement  dated
     as  of  the  date hereof between the Borrowers and the Agent  for  the
     benefit  of  the Lenders and substantially in the form  of  Exhibit  F
     hereto,  as hereafter amended, supplemented or replaced from  time  to
     time;

          "Security   Instruments"   means,  collectively,   the   Security
     Agreement,  and all other agreements, instruments and other documents,
     whether  now  existing or hereafter in effect, pursuant to  which  the
     Borrowers shall grant or convey to the Agent or the Lenders a Lien  in
     property  as  security for the Obligations, as  any  of  them  may  be
     amended, supplemented or replaced from time to time;

          "Single  Employer Plan" means any employee pension  benefit  plan
     covered by Title IV of ERISA in respect of which the Borrowers are  an
     "employer" as described in Section 4001(b) of ERISA and which is not a
     Multi-employer Plan;

          "Solvent"  means, when used with respect to any Person,  that  at
     the time of determination:

               (ii)  the  fair value of its assets (both at fair  valuation
          and  at  present fair saleable value on an orderly basis)  is  in
          excess of the total amount of its liabilities, including, without
          limitation, Contingent Obligations; and

               (iii)     it is then able and expects to be able to pay  its
          debts as they mature; and

               (iv)  it has capital sufficient to carry on its business  as
          conducted and as proposed to be conducted;

          "Standby Letter of Credit" means an irrevocable Standby Letter of
     Credit issued hereunder for the account of the Borrowers or any of its
     Subsidiaries,  provided that the expiry date of a  Standby  Letter  of
     Credit  shall not be later than the latest of (i) twelve  (12)  months
     subsequent to the date of issuance thereof with such automatic renewal
     terms  thereof  as the Issuing Bank shall reasonably approve  provided

                                       15

<PAGE>

     such renewal does not extend the expiry date beyond the time in clause
     (ii)  following;  and  (ii)  the  fifth  Business  Day  preceding  the
     Revolving Credit Termination Date;

          "Subordination   Agreement"  means  that  certain   Subordination
     Agreement  dated as of the date hereof between the Borrowers  and  the
     Agent   for  the  benefit  of  the  Lenders,  as  hereafter   amended,
     supplemented or replaced from time to time;

          "Subsidiary" means any corporation or other entity in which  more
     than  50%  of  its outstanding voting stock or more than  50%  of  all
     equity  interests  is  owned directly or indirectly  by  any  of   the
     Borrowers and/or by one or more of any Borrower's Subsidiaries;

          "Swap  Agreement"  means  one  or  more  agreements  between  any
     Borrower and any Person with respect to Indebtedness evidenced by  the
     Notes,  on terms mutually acceptable to such Borrower and such  Person
     and  approved  by  each of the Lenders, which agreements  create  Rate
     Hedging Obligations; provided, however, that no such approval  of  the
     Lenders  shall be required to the extent such agreements  are  entered
     into between such Borrower and any Lender;

          "Termination Event" means: (a) a "Reportable Event" described  in
     Section  4043  of ERISA and the regulations issued thereunder  (unless
     the  notice requirement has been waived by applicable regulation);  or
     (b)  the  withdrawal of the Borrowers or any ERISA  Affiliate  from  a
     Pension  Plan  during  a  plan year in which  it  was  a  "substantial
     employer" as defined in Section 4001(a)(2) of ERISA or was deemed such
     under  Section 4068(f) of ERISA; or (c) the termination of  a  Pension
     Plan, the filing of a notice of intent to terminate a Pension Plan  or
     the  treatment  of  a  Pension Plan amendment as a  termination  under
     Section  4041  of  ERISA;  or (d) the institution  of  proceedings  to
     terminate  a  Pension  Plan by the PBGC; or (e)  any  other  event  or
     condition  which  would constitute grounds under  Section  4042(a)  of
     ERISA  for  the  termination of, or the appointment of  a  trustee  to
     administer,  any  Pension  Plan;  or  (f)  the  partial  or   complete
     withdrawal   of   the  Borrowers  or  any  ERISA  Affiliate   from   a
     Multiemployer  Plan;  or (g) the imposition  of  a  Lien  pursuant  to
     Section  412 of the Code or Section 302 of ERISA; or (h) any event  or
     condition  which  results in the reorganization  or  insolvency  of  a
     Multiemployer  Plan  under  Section 4241 or  Section  4245  of  ERISA,
     respectively;  or  (i)  any event or condition which  results  in  the
     termination  of a Multiemployer Plan under Section 4041A of  ERISA  or
     the   institution  by  the  PBGC  of  proceedings   to   terminate   a
     Multiemployer Plan under Section 4042 of ERISA;

          "Total  Letter  of  Credit Commitment" means an aggregate  stated
     amount equal to $2,000,000;

          "Total  Revolving  Credit Commitment" means  a  principal  amount
     equal to $30,000,000, as reduced from time to time in accordance  with
     Section 2.6 hereof;

     1.2   Accounting Terms.  All accounting terms not specifically defined
herein  shall  have  the  meanings assigned to  such  terms  and  shall  be
interpreted in accordance with GAAP applied on a Consistent Basis.

                                       16

<PAGE>

     1.3   UCC  Terms.  Each term defined in Article 1 or 9  of  the  South
Carolina  Uniform  Commercial Code shall have  the  meaning  given  therein
unless  otherwise  defined herein, except to the extent  that  the  Uniform
Commercial Code of another jurisdiction is controlling, in which case  such
terms  shall have the meaning given in the Uniform Commercial Code  of  the
applicable jurisdiction.

                                    ARTICLE II
                                    ----------
                          The Revolving Credit Facility
                          -----------------------------
     II.1 Revolving Loans.

          (a)   Commitment.   Subject to the terms and conditions  of  this
     Agreement,  each  Lender  severally agrees to  make  Advances  to  the
     Borrowers  under the Revolving Credit Facility from time to time  from
     the  Closing Date until the Revolving Credit Termination Date on a pro
     rata basis as to the total borrowing requested by the Borrowers on any
     day determined by such Lender's Applicable Commitment Percentage up to
     but  not  exceeding the Revolving Credit Commitment  of  such  Lender,
     provided,  however,  that the Lenders will not be required  and  shall
     have  no  obligation to make any such Advance (i) so long as a Default
     or  an Event of Default has occurred and is continuing or (ii) if  the
     Agent has accelerated the maturity of any of the Notes as a result  of
     an  Event  of Default.  Within such limits, the Borrowers may  borrow,
     repay and reborrow under the Revolving Credit Facility on any Business
     Day   from  the  Closing  Date  until,  but  (as  to  borrowings   and
     reborrowings)  not  including, the Revolving Credit Termination  Date;
     provided,  however, that (x) no Revolving Loan that  is  a  Eurodollar
     Rate  Loan  shall  be made which has an Interest Period  that  extends
     beyond  the  Revolving Credit Termination Date and (y) each  Revolving
     Loan that is a Eurodollar Rate Loan may, subject to the provisions  of
     Section  2.3  hereof, be repaid only on the last day of  the  Interest
     Period with respect thereto.

          (b)   Amounts.  Except as otherwise permitted by the Lenders from
     time  to  time, the aggregate unpaid principal amount of the Revolving
     Credit  Outstandings shall not exceed at any time the Total  Revolving
     Credit  Commitment.  Each Revolving Loan hereunder and each conversion
     under  Section  2.7 hereof shall be in an amount of at least  $10,000,
     and, if greater than $10,000, an integral multiple of $10,000.

          (c)    Mandatory   Paydown.   The  aggregate   Revolving   Credit
     Outstandings  shall  be  reduced to not more than  $20,000,000  for  a
     period  of  30  consecutive  days  during  each  twelve  month  period
     following the initial Advance under the Revolving Credit Facility.

          (d)  Advances.

               (i)   An Authorized Representative shall give the Agent  (1)
          at  least three (3) Business Days' irrevocable written notice  of
          each  Eurodollar  Rate Loan (whether representing  an  additional
          borrowing hereunder or the conversion of borrowing hereunder from
          Base  Rate  Loans to Eurodollar Rate Loans) prior to 10:30  A.M.,
          Birmingham,  Alabama time and (2) irrevocable written  notice  of
          each Base Rate Loan (whether representing an additional borrowing

                                       17

<PAGE>

          hereunder   or   the  conversion  of  borrowing  hereunder   from
          Eurodollar  Rate Loans to Base Rate Loans) prior  to  10:30  A.M.
          Birmingham,  Alabama time on the day of such  proposed  Revolving
          Loan.   Each  such written notice, which shall be effective  upon
          receipt by the Agent, may be delivered by telefacsimile and shall
          be  in the form of the Request For Advance/Interest Rate Election
          and  shall  specify  the  amount of the borrowing,  the  type  of
          Revolving  Loan  (Base  Rate or Eurodollar  Rate),  the  date  of
          borrowing and, if a Eurodollar Rate Loan, the Interest Period  to
          be  used  in  the computation of interest.  Notice of receipt  of
          such Request For Advance/Interest Rate Election shall be provided
          by  the  Agent  to  each Lender by telefacsimile with  reasonable
          promptness,  but  not  later than 1:00 P.M., Birmingham,  Alabama
          time on the same day as Agent's receipt of such notice.

               (ii)  Not later than 1:00 P.M., Birmingham, Alabama time  on
          the  date specified for each Advance under this Section 2.1, each
          Lender shall, pursuant to the terms and subject to the conditions
          of  this Agreement, initiate a wire transfer to the Agent in  the
          amount  of  its  pro  rata share, determined  according  to  such
          Lender's Applicable Commitment Percentage, of the Revolving  Loan
          or  Revolving  Loans to be made on such day. Such  wire  transfer
          shall  be directed to the Agent at the Principal Office and shall
          be  in  the  form of immediately available funds.  The amount  so
          received  by the Agent shall, subject to the terms and conditions
          of this Agreement, be made available to the Borrowers by delivery
          of the proceeds thereof to the Borrowers' Account or otherwise as
          shall  be  directed  in the applicable Borrowing  Notice  by  the
          Authorized Representative.

               (iii)      The  duration of the initial Interest Period  for
          each  Revolving Loan that is a Eurodollar Rate Loan shall  be  as
          specified  in  the  initial  Request  For  Advance/Interest  Rate
          Election  delivered  in accordance with clause  (i)  above.   The
          Borrowers  shall  have the option to convert the Eurodollar  Rate
          Loans  in  accordance with Section 2.7 hereof.  In the event  the
          Agent   fails  to  receive  a  properly  completed  Request   for
          Advance/Interest  Rate  Selection by such  time  as  required  by
          Section  2.7  hereof  to  convert a  Eurodollar  Rate  Loan,  the
          duration  of each subsequent Interest Period for such  Eurodollar
          Rate  Loan  after the initial Interest Period therefor  shall  be
          determined  automatically by the Agent  on  the  date  three  (3)
          Business Days' prior to the end of such preceding Interest Period
          and shall be that available Interest Period on such date (30,  60
          or  90  days) which has the lowest corresponding Eurodollar  Rate
          and,  if  more  than one available Interest Period has  the  same
          lowest  Eurodollar Rate, the shortest such Interest Period  shall
          be  the applicable subsequent Interest Period for such Eurodollar
          Rate Loan.

               (iv)  Notwithstanding the foregoing, if a  drawing  is  made
          under  any  Letter  of  Credit  prior  to  the  Revolving  Credit
          Termination   Date,   notice  of  such  drawing   and   resulting
          Reimbursement  Obligation shall be provided promptly  by  Issuing
          Bank  to  the  Agent and the Agent shall provide notice  to  each
          Lender  and  the Borrowers by telephone.  If such notice  to  the
          Lenders of a drawing under any Letter of Credit is given  by  the
          Agent  at  or before 1:00 p.m. on any Business Day, the Borrowers

                                       18

<PAGE>

          shall  be  deemed  to  have requested,  and  each  Lender  shall,
          pursuant to the conditions of this Agreement, make an Advance  as
          a  Base  Rate  Loan under the Revolving Credit  Facility  in  the
          amount of such Lender's Applicable Commitment Percentage of  such
          Reimbursement Obligation and shall pay such amount to  the  Agent
          for  the  account  of  Issuing Bank at the  Principal  Office  in
          Dollars  and in immediately available funds before 2:30  P.M.  on
          the  same Business Day.  If notice to the Lenders is given by the
          Agent after 1:00 P.M. on any Business Day, the Borrowers shall be
          deemed to have requested, and each Lender shall, pursuant to  the
          terms  and subject to the conditions of this Agreement,  make  an
          Advance  as a Base Rate Loan under the Revolving Credit  Facility
          in  the  amount of such Lender's Applicable Commitment Percentage
          of such Reimbursement Obligation and shall pay such amount to the
          Agent for the account of Issuing Bank at the Principal Office  in
          Dollars  and in immediately available funds before 12:00 noon  on
          the  next  following  Business Day.  Such Base  Rate  Loan  shall
          continue  unless and until the Borrowers convert such  Base  Rate
          Loan in accordance with the terms of Section 2.7 hereof.

     II.2 Payment of Interest.

          (a)   The  Borrowers  shall pay interest to  the  Agent  for  the
     account of each Lender on the outstanding and unpaid principal  amount
     of  each  Revolving Loan made by such Lender for the period commencing
     on  the date of such Revolving Loan until such Revolving Loan shall be
     due  at  the  Base Rate applicable for each Business Day  during  such
     period  minus  one percent (1%) for Base Rate Loans or the  applicable
     Eurodollar  Rate for Eurodollar Rate Loans. The applicable  Eurodollar
     Rate  for  any  Eurodollar  Rate Loan shall be  that  Eurodollar  Rate
     available  for  the  entire Interest Period for such  Eurodollar  Rate
     Loan,  which  Interest  Period  has  either  been  designated  by  the
     Authorized  Representative  in the Request for  Advance/Interest  Rate
     Election  and delivered to the Agent pursuant to Sections 2.1  or  2.7
     hereof  or, in the absence of such designation and delivery, has  been
     determined  for  the  corresponding  Interest  Period  determined   in
     accordance with Section 2.1(d)(iii) hereof.  If any amount  shall  not
     be  paid  when  due (at maturity, by acceleration or  otherwise),  all
     amounts  outstanding hereunder shall bear interest commencing  on  the
     date  when  due  until, but excluding, the date thereafter  when  such
     amounts  past  due are paid in full  (i) in the case of  a  Eurodollar
     Rate  Loan, until the end of the Interest Period with respect  to  any
     Eurodollar  Rate  Loan  at  a  rate of  two  percent  (2%)  above  the
     applicable  Eurodollar  Rate  for  such  Eurodollar  Rate   Loan   and
     thereafter  at a rate per annum which shall be two percent  (2%)  plus
     the  Base  Rate, (ii) with respect to Base Rate Loans, at  a  rate  of
     interest  per  annum which shall be two percent (2%)  above  the  Base
     Rate,  or  (iii) in any case, the maximum rate permitted by applicable
     law, if lower.

          (b)   Interest  on each Revolving Loan shall be computed  on  the
     basis of a year of 360 days and calculated in each case for the actual
     number of days elapsed.  Interest on each Revolving Loan shall be paid
     (i)  monthly  in  arrears  on  the last Business  Day  of  each  month
     commencing December 31, 1996 for each Base Rate Loan, (ii) on the last
     day  of  the applicable Interest Period for each Eurodollar Rate  Loan
     and  (iii)  upon  payment  in full of the  principal  amount  of  such
     Revolving Loan.

                                       19

<PAGE>

     II.3 Payment of Principal.

          (a)  The principal amount of each Revolving Loan shall be due and
     payable  to  the Agent for the benefit of each Lender in full  on  the
     Revolving Credit Termination Date, or earlier as specifically provided
     herein.  The principal amount of any Base Rate Loan may be prepaid  in
     whole  or in part at any time.  The principal amount of any Eurodollar
     Rate  Loan  may be prepaid only at the end of the applicable  Interest
     Period unless the Borrowers shall pay to the Agent for the account  of
     the Lenders the amount, if any, required under Section 3.4 hereof.  If
     at  any  time the amount of Revolving Credit Outstandings exceeds  the
     Total   Revolving  Credit  Commitment,  a  principal  amount  of   the
     outstanding  Revolving Loans equal to such excess  shall  be  due  and
     payable  immediately.  All prepayments made by the Borrowers shall  be
     in  the amount of $100,000 or such greater amount which is an integral
     multiple of $100,000, or such other amount as necessary to comply with
     this Section 2.3 or with Section 2.1(c) and 2.6 hereof.

          (b)   Each  payment of principal (including any  prepayment)  and
     payment of interest and fees, and any other amount required to be paid
     to  the Lenders with respect to the Revolving Loans, shall be made  to
     the Agent at the Principal Office, for the account of each Lender,  in
     Dollars   and  in  immediately  available  funds  before   3:00   P.M.
     Birmingham, Alabama time on the date such payment is due.   The  Agent
     may,  but  shall  not be obligated to, debit the amount  of  any  such
     payment  which  is  not  made by such time  to  any  ordinary  deposit
     account, if any, of any one or more Borrowers with the Agent.

          (c)   The  Agent  shall deem any payment by or on behalf  of  the
     Borrowers  hereunder  that  is  not  made  both  in  Dollars  and   in
     immediately available funds and prior to 3:00 P.M. Birmingham, Alabama
     time  to be a non-conforming payment.  Any such payment shall  not  be
     deemed  to  be received by the Agent until the later of (i)  the  time
     such funds become available funds and (ii) the next Business Day.  Any
     non-conforming payment may constitute or become a Default or Event  of
     Default pursuant to Section 8.1(b) hereof.  Interest shall continue to
     accrue  on any principal as to which a non-conforming payment is  made
     until  the later of (x) the date such funds become available funds  or
     (y)  the  next  Business Day at the respective rates of  interest  per
     annum  specified  in  the  proviso to  Section  2.2  hereof  regarding
     interest  on  late  payments, from the date such amount  was  due  and
     payable.

          (d)   In the event that any payment hereunder or under the  Notes
     becomes due and payable on a day other than a Business Day, then  such
     due  date shall be extended to the next succeeding Business Day unless
     provided  otherwise under clause (ii) of the definition  of  "Interest
     Period";  provided that interest shall continue to accrue  during  the
     period  of any such extension and provided further, that in  no  event
     shall  any  such  due  date be extended beyond  the  Revolving  Credit
     Termination Date.

     II.4  Revolving  Credit Notes.  Revolving Credit Loans  made  by  each
Lender shall be evidenced by the Revolving Credit Note payable to the order
of  such  Lender  in  the  respective  amounts  of  its   Revolving  Credit
Commitment, which Revolving Credit Notes shall be dated the Closing Date or

                                       20

<PAGE>

such  later date pursuant to an Assignment and Acceptance and shall be duly
completed, executed and delivered by the Borrowers.

     II.5 Pro Rata Payments.  Except as otherwise provided herein, (a) each
payment on account of the principal of and interest on the Revolving  Loans
and the fees described in Section 2.8 hereof shall be made to the Agent for
the  account  of the Lenders pro rata based on their Applicable  Commitment
Percentages, (b) all payments to be made by the Borrowers for  the  account
of each of the Lenders on account of principal, interest and fees, shall be
made  without  set-off or counterclaim, and (c) the Agent  will  distribute
payments  received from the Borrowers to the Lenders on the same  day  such
payments are received in accordance with the terms of this Agreement.

     II.6  Reductions.  The Borrowers shall, by notice from  an  Authorized
Representative, have the right from time to time, upon not  less  than  two
(2)  Business  Days  written  notice to the  Agent,  to  reduce  the  Total
Revolving Credit Commitment.  Each such reduction shall be in the aggregate
amount  of  $1,000,000  or  such greater amount which  is  in  an  integral
multiple  of  $100,000, and shall permanently reduce  the  Total  Revolving
Credit  Commitment.  No such reduction shall result in the payment  of  any
Eurodollar Rate Loan other than on the last day of the Interest  Period  of
such  Eurodollar Rate Loan unless such prepayment is accompanied by amounts
due,  if  any,  under  Section 3.4 hereof.  Each  reduction  of  the  Total
Revolving Credit Commitment shall be accompanied by payment of the Loans to
the  extent  that the amount of Revolving Credit Outstandings  exceeds  the
Total  Revolving  Credit Commitment after giving effect to such  reduction,
together with accrued and unpaid interest on the amounts prepaid.

     II.7  Conversions.  Provided that no Default or Event of Default shall
have  occurred and be continuing and subject to the limitations  set  forth
below and in Article III hereof, the Borrowers may:

          (a)    upon   delivery  of  a  properly  completed  Request   For
     Advance/Interest  Rate Election to the Agent on or before  10:30  A.M.
     Birmingham, Alabama time on any Business Day, convert all or a part of
     Eurodollar  Rate  Loans to Base Rate Loans on  the  last  day  of  the
     Interest Period for such Eurodollar Rate Loans; and

          (b)    upon   delivery  of  a  properly  completed  Request   For
     Advance/Interest  Rate Election to the Agent on or before  10:30  A.M.
     Birmingham, Alabama time three (3) Business Days' prior to the date of
     such  election  or conversion, convert Base Rate Loans  to  Eurodollar
     Rate Loans on any date.

     Each  conversion pursuant to this Section 2.7 shall be subject to  the
limitations  on  Eurodollar  Rate Loans set  forth  in  the  definition  of
"Interest  Period" herein and in Sections 2.1, 2.3 and Article III  hereof.
The  Agent  shall  give written notice to each Lender  of  such  notice  of
election or conversion prior to 3:00 P.M. Birmingham, Alabama time  on  the
day  such notice of conversion is received.  All such conversions of  Loans
shall  be  effected pro rata based on the Applicable Commitment Percentages
of the Lenders.

                                       21

<PAGE>

     II.8 Fee.  For the period beginning on the Closing Date and ending  on
the  Revolving Credit Termination Date, the Borrowers agree to pay  to  the
Agent,  for  the pro rata benefit of the Lenders based on their  Applicable
Commitment Percentages, an unused fee equal to .15% per annum multiplied by
the  sum  of   (i)  the  daily amount by which the Total  Revolving  Credit
Commitment exceeds Revolving Credit Outstandings plus (ii) the daily amount
by  which  the Total Letter of Credit Commitment exceeds Letter  of  Credit
Outstandings.  Such payments of fees provided for in this Section 2.8 shall
be  due  in arrears on the last Business Day of each December, March,  June
and  September  beginning December 31, 1996 to and on the Revolving  Credit
Termination  Date.  Notwithstanding the foregoing, so long  as  any  Lender
fails  to make available any portion of its Revolving Credit Commitment  or
Letter  of  Credit  Commitment when requested, such  Lender  shall  not  be
entitled  to receive payment of its pro rata share of such fee  until  such
Lender shall make available such portion, as applicable.  Such fee shall be
calculated on the basis of a year of 360 days for the actual number of days
elapsed.

     II.9  Deficiency  Advances.  No Lender shall be  responsible  for  any
default of any other Lender in respect to such other Lender's obligation to
make  any Loan hereunder nor shall the Revolving Credit Commitment  of  any
Lender  hereunder  be increased as a result of such default  of  any  other
Lender.  Without limiting the generality of the foregoing, in the event any
Lender shall fail to advance funds to the Borrowers as herein provided, the
Agent  may in its discretion, but shall not be obligated to, advance  under
the  Revolving  Note in its favor as a Lender all or any  portion  of  such
amount  or  amounts (each, a "deficiency advance") and shall thereafter  be
entitled  to  payments  of  principal of and interest  on  such  deficiency
advance in the same manner and at the same interest rate or rates to  which
such  other Lender would have been entitled had it made such advance  under
its  Revolving  Note; provided that, upon payment to the  Agent  from  such
other  Lender  of  the  entire outstanding amount of each  such  deficiency
advance,  together with accrued and unpaid interest thereon, from the  most
recent  date  or dates interest was paid to the Agent by the  Borrowers  on
each  Revolving Loan comprising the deficiency advance at the interest rate
per  annum  for  overnight borrowing by the Agent from the Federal  Reserve
Bank,  then such payment shall be credited against the applicable Revolving
Note  of  the  Agent  in full payment of such deficiency  advance  and  the
Borrowers  shall  be deemed to have borrowed the amount of such  deficiency
advance from such other Lender as of the most recent date or dates, as  the
case may be, upon which any payments of interest were made by the Borrowers
thereon.

     II.10     Use of Proceeds.  The proceeds of the Loans made pursuant to
the  Revolving Credit Facility hereunder shall be used by the Borrowers  to
refinance  certain existing long term indebtedness and for general  working
capital needs.

     II.11      Extension  of Revolving Credit Termination  Date.   At  the
request  of the Borrowers the Lenders may, in their sole discretion,  elect
to  extend  the  Revolving  Credit Termination  Date  then  in  effect  for
additional  periods  of  one year each and thereby  restore  the  Revolving
Credit  Facility to a three year maturity.  The Borrowers shall notify  the
Agent  of  their request for such an extension by delivering to  the  Agent
notice of such request signed by an Authorized Representative not more than
ninety  (90) days nor less than sixty (60) days prior to an anniversary  of
the  Closing Date.  The Agent shall as promptly as practicable, and in  any
event  within five (5) days, deliver a copy of such notice to each  Lender.
If  each  Lender  shall elect to so extend and has notified  the  Agent  in

                                       22

<PAGE>

writing  of  its  election within fifty (50) days of its  receipt  of  such
notice,  the Agent shall notify the Borrowers in writing within sixty  (60)
days  of its receipt of such request for extension of the decision  of  any
Lender  to  extend the Revolving Credit Termination Date.  Failure  by  any
Lender to give such notice shall constitute refusal by the Lender to extend
the  Revolving  Credit Termination Date.  In no event shall  the  Revolving
Credit  Termination Date be extended if a prior request for such  extension
was refused by the Lenders.

     II.12      Appointment of Giant Holding and Authorized Representatives
as  Agents  for  the Borrowers.  Each Borrower hereby irrevocably  appoints
Giant Holding and each Authorized Representative as its agent and attorney-
in-fact  for the purpose of all transactions contemplated by this Agreement
or any other Loan Document.  Each Borrower grants to Giant Holding and each
Authorized  Representative  (whether  acting  jointly  or  separately)   an
irrevocable power of attorney to act on behalf of such Borrower and to take
any  and  all actions contemplated by any Loan Document on behalf  of  each
Borrower,  including without limitation the delivery  of  any  Request  for
Advance/Interest Rate Election or other notice, request or  directive,  the
receipt  or disbursement of any Loans, the execution of any documents,  and
the grant or conveyance of any Lien or title.

                          ARTICLE IIA
                          -----------
                 The Letter of Credit Facility
                 -----------------------------
     2A.1   Letters of Credit.  Issuing Bank agrees, subject to  the  terms
and  conditions  of  this Agreement, upon request and for  the  account  of
Borrowers,  to  issue from time to time up to and including  the  Revolving
Credit Termination Date Letters of Credit upon delivery to Issuing Bank  of
an  Application  for  Letter of Credit in form and  content  acceptable  to
Issuing  Bank; provided, that the Letter of Credit Outstandings  shall  not
exceed the Total Letter of Credit Commitment.  No Letter of Credit shall be
issued by Issuing Bank with an expiry date (including any automatic renewal
thereof  in accordance with the terms of such Letter of Credit) or  payment
     date occurring subsequent to the fifth Business Day preceding the Revolving
Credit Termination Date.

     2A.2  Reimbursement.

          (a)   The  Borrowers hereby unconditionally agree immediately  to
     pay  to  Issuing Bank on demand at the Principal Office in immediately
     available  funds  all  amounts required to pay all  drafts  drawn  and
     honored  under Letters of Credit and all reasonable expenses  incurred
     by  Issuing Bank in connection with Letters of Credit and in any event
     and  without demand to place in possession of Issuing Bank  sufficient
     funds  to  pay all debts and liabilities arising under any  Letter  of
     Credit;  provided  that to the extent permitted by Section  2.1(d)(iv)
     hereof,  such  amounts  shall  be  paid  pursuant  to  Advances.   The
     Borrowers' obligation to pay Issuing Bank under this Section 2A.2, and
     Issuing  Bank's right to receive such payment, shall be  absolute  and
     unconditional   and  shall  not  be  affected  by   any   circumstance
     whatsoever,  including  without limitation the unavailability  of  any
     Advance.  Issuing Bank shall give the Borrowers prompt written  notice
     of  any request for a draw under a Letter of Credit.  In the event  an
     Advance  is  not  available, Issuing Bank may charge any  account  the
     Borrowers  may have with it for any and all amounts Issuing Bank  pays
     under a Letter of Credit, plus charges and reasonable expenses as from

                                       23

<PAGE>

     time  to  time  agreed  to  by Issuing Bank and  the  Borrowers.   The
     Borrowers  agree to pay Issuing Bank interest on any amounts  paid  by
     the  Issuing  Bank in connection with drafts drawn and  honored  under
     Letters  of Credit when due hereunder, and which is not paid  pursuant
     to  Advances as herein contemplated or otherwise paid by the Borrowers
     in  immediately available funds not later than the first Business  Day
     after  the  date of such drawing, at the Default Rate from  the  first
     Business Day after the date of such drawing to the date such amount is
     paid in full.

          (b)   In  accordance  with the provisions of  Section  2.1(d)(iv)
     hereof, Issuing Bank shall notify the Agent and the Borrowers  of  any
     drawing  under  any  Letter  of  Credit  as  promptly  as  practicable
     following the receipt by Issuing Bank of such drawing.

          (c)   Each  Lender (other than Issuing Bank) shall  automatically
     acquire  on  the  date  of  issuance thereof a  Participation  in  the
     liability  of Issuing Bank in respect of each Letter of Credit  in  an
     amount equal to such Lender's Applicable Commitment Percentage of such
     liability, and to the extent that the Borrowers are obligated  to  pay
     Issuing  Bank  under Section 2A.2(a) hereof, each Lender  (other  than
     Issuing  Bank)  thereby  shall, as hereinafter described,  absolutely,
     unconditionally  and irrevocably assume, and shall be  unconditionally
     obligated to pay to Issuing Bank, its Applicable Commitment Percentage
     of the liability of Issuing Bank under such Letter of Credit.

               (i)   Prior  to the Revolving Credit Termination Date,  each
          Lender (other than Issuing Bank) shall, subject to the terms  and
          conditions of Article II, make a Revolving Loan bearing  interest
          at  the Base Rate to the Borrowers by paying to the Agent for the
          account of Issuing Bank at the Principal Office in Dollars and in
          immediately  available funds an amount equal  to  its  Applicable
          Commitment  Percentage of any Reimbursement  Obligation,  all  as
          described in and pursuant to Section 2.1(d).

               (ii) With respect to drawings under any Letter of Credit for
          which  a  Revolving Loan is not made as set forth in  clause  (i)
          above,  each  Lender (other than Issuing Bank) upon receipt  from
          the  Agent  of  notice  of a drawing in the manner  described  in
          Section  2.1(d)(iv),  shall promptly pay to  the  Agent  for  the
          account  of Issuing Bank, prior to the applicable time set  forth
          in  Section  2.1(d)(iv), its Applicable Commitment Percentage  of
          such  drawing.   Simultaneously with  the  making  of  each  such
          payment by a Lender to the Agent for the account of Issuing Bank,
          such  Lender shall, automatically and without any further  action
          on   the  part  of  Issuing  Bank  or  such  Lender,  acquire   a
          Participation  in an amount equal to such payment (excluding  the
          portion   thereof   constituting   interest)   in   the   related
          Reimbursement Obligation of the Borrowers.

               (iii)      Each Lender's obligation to make payment  to  the
          Agent  for  the account of Issuing Bank pursuant to this  Section
          2A.2(c), and the right of Issuing Bank to receive the same, shall
          be  made  without any offset, abatement, withholding or reduction
          whatsoever.  If any Lender is obligated to pay but does  not  pay

                                       24

<PAGE>

          amounts to the Agent for the account of the Issuing Bank in  full
          upon  such  request  as  required by this Section  2A.2(c),  such
          Lender  shall,  on demand, pay to the Agent for  the  account  of
          Issuing  Bank interest on the unpaid amount for each  day  during
          the  period commencing on the date of notice given to such Lender
          pursuant  to Section 2A.2(c) hereof until such Lender  pays  such
          amount  to the Agent for the account of Issuing Bank in  full  at
          the  interest rate per annum for overnight borrowings by  Issuing
          Bank from the Federal Reserve Bank.

               (iv)  In the event the Lenders have purchased Participations
          in  any  Reimbursement  Obligation as set forth  in  clause  (ii)
          above, then at any time payment of such Reimbursement Obligation,
          in  whole  or  in  part,  is received by Issuing  Bank  from  the
          Borrowers, Issuing Bank shall pay to each Lender an amount  equal
          to  its Applicable Commitment Percentage of such payment from the
          Borrowers.

          (d)   Promptly following the end of each calendar month,  Issuing
     Bank  shall deliver to the Agent, and the Agent shall deliver to  each
     Lender,  a  notice  describing the aggregate  undrawn  amount  of  all
     Letters of Credit at the end of such month.  Upon the request  of  any
     Lender from time to time, Issuing Bank shall deliver to the Agent, and
     the  Agent  shall  deliver  to  such  Lender,  any  other  information
     reasonably requested by such Lender with respect to Letter  of  Credit
     Outstandings.

          (e)  The issuance by Issuing Bank of each Letter of Credit shall,
     in  addition  to  the conditions precedent set forth  in  Section  4.1
     hereof, be subject to the conditions that such Letter of Credit be  in
     such  form  and contain such terms as shall be reasonably satisfactory
     to  Issuing  Bank  consistent  with the  then  current  practices  and
     procedures of Issuing Bank with respect to similar letters of  credit,
     and  the  Borrowers  shall  have executed  and  delivered  such  other
     instruments  and  agreements relating to such  Letters  of  Credit  as
     Issuing  Bank  shall  have reasonably requested consistent  with  such
     practices  and  procedures.  All Letters of  Credit  shall  be  issued
     pursuant  to  and  subject  to the Uniform Customs  and  Practice  for
     Documentary Credits, 1993 revision, International Chamber of  Commerce
     Publication  No.  500  and  all subsequent  amendments  and  revisions
     thereto.

          (f)   The  Borrowers agree that Issuing Bank  may,  in  its  sole
     discretion, accept or pay, as complying with the terms of  any  Letter
     of  Credit, any drafts or other documents otherwise in order which may
     be  signed  or  issued  by  an  administrator,  executor,  trustee  in
     bankruptcy,  debtor  in  possession,  assignee  for  the  benefit   of
     creditors,  liquidator,  receiver, attorney in  fact  or  other  legal
     representative  of  a  party who is authorized under  such  Letter  of
     Credit to draw or issue any drafts or other documents.

          (g)   Without  duplication of Section 9.6 hereof,  the  Borrowers
     hereby agree to defend, indemnify and hold harmless Issuing Bank, each
     other  Lender  and the Agent from and against any and all  claims  and
     damages,  losses,  liabilities, reasonable costs  and  expenses  which
     Issuing  Bank, such other Lender or the Agent may incur (or which  may
     be  claimed against Issuing Bank, such other Lender or the  Agent)  by
     any Person by reason of or in connection with the issuance or transfer
     of  or  payment or failure to pay under any Letter of Credit; provided

                                       25

<PAGE>

     that  the  Borrowers shall not be required to indemnify Issuing  Bank,
     any  other  Lender  or  the  Agent for any  claims,  damages,  losses,
     liabilities, costs or expenses to the extent, but only to the  extent,
     caused  by the willful misconduct or gross negligence of the party  to
     be  indemnified.  The provisions of this Section 2A.2(g) shall survive
     repayment  of the Obligations, the occurrence of the Revolving  Credit
     Termination Date and expiration or termination of this Agreement.

          (h)   Without limiting Borrowers' rights as set forth in  Section
     2A.2(g)   above,  the  obligation  of  the  Borrowers  to  immediately
     reimburse the Agent for drawings made under Letters of Credit shall be
     absolute,  unconditional  and  irrevocable,  and  shall  be  performed
     strictly  in  accordance  with the terms of this  Agreement  and  such
     Letters  of Credit and the related Applications for Letters of Credit,
     notwithstanding the following circumstances:

               (i)  any lack of validity or enforceability of the Letter of
          Credit, the obligation supported by the Letter of Credit  or  any
          other agreement or instrument relating thereto (collectively, the
          "Related Documents");

               (ii)  any  amendment  or waiver of  or  any  consent  to  or
          departure from all or any of the Related Documents;

               (iii)      the  existence of any claim, setoff,  defense  or
          other rights which the Borrowers may have at any time against any
          beneficiary  or  any transferee of a Letter  of  Credit  (or  any
          Persons for whom any such beneficiary or any such transferee  may
          be  acting),  Agent,  Lenders or any  other  Person,  whether  in
          connection with the Loan Documents, the Related Documents or  any
          unrelated transaction;

               (iv)  any  breach of contract or other dispute  between  the
          Borrowers  and any beneficiary or any transferee of a  Letter  of
          Credit  (or any persons or entities for whom such beneficiary  or
          any  such transferee may be acting), Agent, Lenders or any  other
          Person;

               (v)   any  draft, statement or any other document  presented
          under  the  Letter of Credit proving to be forged, fraudulent  or
          invalid  in any respect or any statement therein being untrue  or
          inaccurate in any respect whatsoever; or

               (vi)  any  delay, extension of time, renewal, compromise  or
          other  indulgence or modification granted or agreed to by  Agent,
          with or without notice to or approval by the Borrowers in respect
          of any of Borrowers' Obligations under this Agreement.

     2A.3   Letter of Credit Fee.  The Borrowers agree to pay to the Agent,
for  the  pro  rata  benefit  of  the Lenders  based  on  their  Applicable
Commitment  Percentages, quarterly in arrears on the last Business  Day  of
each  March, June, September and December, beginning March 1997, a fee  for
each  Standby  Letter of Credit, equal to the product of the average  daily
amount  available  to be drawn on such Letter of Credit during  such  three
month  period  multiplied  by  one percent  (1.00%).   Such  fee  shall  be

                                       26

<PAGE>

calculated on the basis of a year of 360 days for the actual number of days
during which Letters of Credit are outstanding.

     2A.4   Administrative Fees.  The Borrowers shall pay to  Issuing  Bank
such  administrative  fee and other fees, if any, in  connection  with  the
Letters of Credit in such amounts and at such times as Issuing Bank and the
Borrowers shall agree from time to time.


                                  ARTICLE III
                                  -----------
                       Yield Protection and Illegality
                       -------------------------------
     III.1     Additional Costs.

          (a)   The  Borrowers  shall promptly pay to  the  Agent  for  the
     account  of  a  Lender  from time to time, without  duplication,  such
     amounts  as  such Lender may reasonably determine to be  necessary  to
     compensate  it  for  any  costs  incurred  by  such  Lender  which  it
     determines are attributable to its making or maintaining any  Loan  or
     its  obligation  to make any Loans, or the issuance or maintenance  by
     Issuing  Bank of or any other Lender's Participation in any Letter  of
     Credit issued hereunder, or any reduction in any amount receivable  by
     such  Lender under this Agreement or the Notes in respect  of  any  of
     such  Loans, including reductions in the rate of return on a  Lender's
     capital  (such increases in costs and reductions in amounts receivable
     and  returns  being herein called "Additional Costs"), resulting  from
     any  Regulatory Change which: (i) changes the basis of taxation of any
     amounts  payable to such Lender under this Agreement or the  Notes  in
     respect  of any of such Loans (other than taxes imposed on or measured
     by  the  income, revenues or assets); or (ii) imposes or modifies  any
     reserve,  special  deposit, or similar requirements  relating  to  any
     extensions of credit or other assets of, or any deposits with or other
     liabilities of, such Lender (other than any such reserve,  deposit  or
     requirement reflected in the Base Rate or the Eurodollar Rate, in each
     case  computed in accordance with the respective definitions  of  such
     terms set forth in Section 1.1 hereof); or (iii) has or would have the
     effect of reducing the rate of return on capital of any such Lender to
     a  level below that which the Lender could have achieved but for  such
     Regulatory  Change  (taking into consideration such Lender's  policies
     with  respect  to  capital adequacy).  Each  Lender  will  notify  the
     Authorized  Representative and the Agent of any event occurring  after
     the  Closing  Date which would entitle it to compensation pursuant  to
     this  Section  3.1(a)  as  promptly as practicable  after  it  obtains
     knowledge thereof and determines to request such compensation.

          (b)   Without limiting the effect of the foregoing provisions  of
     this  Section  3.1,  in the event that, by reason  of  any  Regulatory
     Change,  any  Lender either (i) incurs Additional Costs  based  on  or
     measured  by  the excess above a specified level of the  amount  of  a
     category of deposits or other liabilities of the Lender which includes
     deposits  by  reference to which the interest rate on Eurodollar  Rate
     Loans  is  determined as provided in this Agreement or a  category  of
     extensions  of  credit  or other assets of any Lender  which  includes
     Eurodollar Rate Loans or (ii) becomes subject to restrictions  on  the
     amount of such a category of liabilities or assets which it may  hold,

                                       27

<PAGE>

     then,  if  the  Lender so elects by notice to the other  Lenders,  the
     obligation hereunder of such Lender to make, and to convert Base  Rate
     Loans  into,  Eurodollar  Rate Loans that  are  the  subject  of  such
     restrictions shall be suspended until the date such Regulatory  Change
     ceases to be in effect and the Borrowers shall, on the last day(s)  of
     the  then  current Interest Period(s) for outstanding Eurodollar  Rate
     Loans  convert  such  Eurodollar Rate  Loans  into  Base  Rate  Loans;
     provided,  however,  that the suspension of such  obligation  and  the
     conversion  of  any Eurodollar Rate Loans into Base Rate  Loans  shall
     apply only to any Lender who is affected by such restrictions and  who
     has  provided such notice to the other Lenders, and the obligation  of
     the  other  Lenders  to  make, and to convert Base  Rate  Loans  into,
     Eurodollar Rate Loans shall not be affected by such restrictions.

          (c)   Determinations by any Lender for purposes of  this  Section
     3.1  of the effect of any Regulatory Change on its costs of making  or
     maintaining, or being committed to make Loans, or by Issuing  Bank  as
     issuer  of any Letter of Credit of the effect of any Regulatory Change
     on its costs in connection with the issuance or maintenance of, or any
     other   Lender's  Participation  in,  any  Letter  of  Credit   issued
     hereunder, or on amounts receivable by any Lender in respect of  Loans
     or  Letters  of  Credit,  and of the additional  amounts  required  to
     compensate  the  Lender in respect of any Additional Costs,  shall  be
     conclusive absent manifest error.  The Lender requesting such compensa
     tion  shall  furnish to the Authorized Representative  and  the  Agent
     within  sixty (60) days of the incurrence of any Additional Costs  for
     which  compensation is sought an explanation of the Regulatory  Change
     and  calculations, in reasonable detail, setting forth  such  Lender's
     determination of any such Additional Costs.

     III.2      Suspension  of  Loans.  Anything  herein  to  the  contrary
notwithstanding, if, on or prior to the determination of any interest  rate
for  any Eurodollar Rate Loan for any Interest Period, the Agent determines
(which  determination made on a reasonable basis shall be conclusive absent
manifest error) that:

          (a)   quotations  of  interest rates for  the  relevant  deposits
     referred  to in the definition of "Interbank Offered Rate" in  Section
     1.1  hereof are not being provided in the relevant amounts or for  the
     relevant  maturities for purposes of determining the rate of  interest
     for such Eurodollar Rate Loan as provided in this Agreement; or

          (b)  the relevant rates of interest referred to in the definition
     of  "Interbank Offered Rate" in Section 1.1 hereof upon the  basis  of
     which the Eurodollar Rate for such Interest Period is to be determined
     do  not  adequately  reflect the cost to  the  Lenders  of  making  or
     maintaining such Eurodollar Rate Loan for such Interest Period or such
     Eurodollar  Rate  Loan  (which  determination  shall  be  made  on   a
     reasonable   basis   by  the  Agent,  and  the  Person   making   such
     determination shall furnish the Authorized Representative evidence  of
     the facts leading to such determination);

then  the  Agent  shall  give the Authorized Representative  prompt  notice
thereof, and so long as such condition remains in effect, the Lenders shall
be  under  no obligation to make Eurodollar Rate Loans that are subject  to
such  condition, or to convert Loans into Eurodollar Rate  Loans,  and  the
Borrowers  shall on the last day(s) of the then current Interest  Period(s)
for   outstanding  Eurodollar  Rate  Loans,  as  applicable,  convert  such

                                       28

<PAGE>

Eurodollar  Rate  Loans into Base Rate Loans.  The  Agent  shall  give  the
Authorized Representative notice describing in reasonable detail any  event
or   condition  described  in  this  Section  3.2  promptly  following  the
determination by the Agent that the availability of Eurodollar  Rate  Loans
is, or is to be, suspended as a result thereof.

     III.3      Illegality.   Notwithstanding any other provision  of  this
Agreement,  in the event that it becomes unlawful for any Lender  to  honor
its  obligation  to make or maintain Eurodollar Rate Loans hereunder,  then
such Lender shall promptly notify the Borrowers thereof (with a copy to the
Agent)  and  such  Lender's obligation to make or continue Eurodollar  Rate
Loans,  or  convert Base Rate Loans into Eurodollar Rate  Loans,  shall  be
suspended  until  such  time as such Lender may  again  make  and  maintain
Eurodollar Rate Loans, and such Lender's outstanding Eurodollar Rate  Loans
shall  be  converted into Base Rate Loans in accordance  with  Section  2.7
hereof.

     III.4      Compensation.   The Borrowers shall promptly  pay  to  each
Lender, upon the request of such Lender, such amount or amounts as shall be
sufficient (in the reasonable determination of Lender) to compensate it for
any loss, cost or expense incurred by it as a result of:

          (a)   any payment, prepayment or conversion of a Eurodollar  Rate
     Loan on a date other than the last day of the Interest Period for such
     Eurodollar  Rate  Loan,  including without limitation  any  conversion
     required pursuant to Section 3.3 hereof; or

          (b)   any  failure  by the Borrowers to borrow a Eurodollar  Rate
     Loan  on the date for such borrowing specified in the relevant Request
     for Advance/Interest Rate Election under Article II hereof;

such  compensation to include, without limitation, an amount equal  to  the
excess,  if any, of (i) the amount of interest which would have accrued  on
the  principal amount so paid, prepaid or converted or not borrowed for the
period  from the date of such payment, prepayment or conversion or  failure
to  borrow  or convert to the last day of the then current Interest  Period
for  such  Loan  (or, in the case of a failure to borrow  or  convert,  the
Interest  Period  for  such Loan which would have  commenced  on  the  date
scheduled  for  such  borrowing or conversion) at the  applicable  rate  of
interest  for such Eurodollar Rate Loan provided for herein over  (ii)  the
Interbank  Offered Rate (as reasonably determined by the Agent) for  Dollar
deposits  of  amounts  comparable to such principal amount  and  maturities
comparable  to such period.  A determination of a Lender as to the  amounts
payable  pursuant to this Section 3.4 shall be conclusive  absent  manifest
error.   The  Lender requesting compensation under this Section  3.4  shall
promptly   furnish  to  the  Authorized  Representative   and   the   Agent
calculations in reasonable detail setting forth such Lender's determination
of the amount of such compensation.

     III.5     Alternate Loan and Lender.  In the event any Lender suspends
the making of any Eurodollar Rate Loan pursuant to this Article III (herein
a  "Restricted  Lender"),  the  Restricted Lender's  Applicable  Commitment
Percentage of any Eurodollar Rate Loan shall bear interest at the Base Rate
until  the  Restricted  Lender once again makes  available  the  applicable
Eurodollar  Rate  Loan.  Notwithstanding the provisions of  Section  2.2(b)
hereof, interest shall be payable to the Restricted Lender at the time  and

                                       29

<PAGE>

manner as paid to those Lenders making available Eurodollar Rate Loans.

     III.6     Taxes.

          (a)   All payments by the Borrowers of principal of, and interest
     on,  the  Loans and all other amounts payable hereunder shall be  made
     free  and  clear  of and without deduction for any present  or  future
     excise,  stamp or other taxes, fees, duties, levies, imposts, charges,
     deductions,  withholdings or other charges of  any  nature  whatsoever
     imposed  by  any taxing authority, but excluding (i) franchise  taxes,
     (ii)  any  taxes  (other than withholding taxes)  that  would  not  be
     imposed  but  for a connection between a Lender or the Agent  and  the
     jurisdiction  imposing  such taxes (other than  a  connection  arising
     solely  by  virtue  of  the activities of such  Lender  or  the  Agent
     pursuant  to  or  in  respect  of this Agreement  or  any  other  Loan
     Document),  (iii)  any  withholding  taxes  payable  with  respect  to
     payments  hereunder  or  under  any other  Loan  Document  under  laws
     (including,   without   limitation,  any  statute,   treaty,   ruling,
     determination or regulation) in effect on the Closing Date,  (iv)  any
     taxes  imposed  on  or  measured by any Lender's assets,  net  income,
     receipts or branch profits and (v) any taxes arising after the Closing
     Date  solely  as  a result of or attributable to Lender  changing  its
     designated lending office after the date such Lender becomes  a  party
     hereto  (such  non-excluded items being collectively called  "Taxes").
     In  the event that any withholding or deduction from any payment to be
     made  by  the Borrowers hereunder is required in respect of any  Taxes
     pursuant to any applicable law, rule or regulation, then the Borrowers
     will

               (i)   pay directly to the relevant authority the full amount
          required to be so withheld or deducted;

               (ii)  promptly forward to the Agent an official  receipt  or
          other  documentation  satisfactory to the Agent  evidencing  such
          payment to such authority; and

               (iii)      pay  to the Agent for the account of each  Lender
          such  additional amount or amounts as is necessary to ensure that
          the  net  amount actually received by each Lender will equal  the
          full   amount  such  Lender  would  have  received  had  no  such
          withholding or deduction been required.

          (b)   Prior to the date that any Lender organized under the  laws
     of  a  jurisdiction outside the United States becomes a party  hereto,
     such  Person  shall  deliver  to  the Borrowers  and  the  Agent  such
     certificates, documents or other evidence, as required by the Code  or
     Treasury  Regulations  issued  pursuant thereto,  properly  completed,
     currently  effective and duly executed by such Lender  or  participant
     establishing  that such payment is (i) not subject  to  United  States
     Federal  backup withholding tax and (ii) not subject to United  States
     Federal withholding tax under the Code because such payment is  either
     effectively  connected with the conduct by such Lender or  participant
     of  a  trade  or business in the United States or totally exempt  from
     United States Federal withholding tax by reason of the application  of

                                       30

<PAGE>

     the  provisions of a treaty to which the United States is a  party  or
     such Lender is otherwise exempt.

          (c)   If  any  Borrower fails to pay any Taxes when  due  to  the
     appropriate taxing authority or fails to remit to the Agent,  for  the
     account  of  the  respective Lender, the required  receipts  or  other
     required  documentary evidence, all the Borrowers  shall  jointly  and
     severally indemnify the Lenders for any incremental Taxes, interest or
     penalties  that may become payable by any Lender as a  result  of  any
     such  failure.   For  purposes  of this Section  3.6,  a  distribution
     hereunder  by  the Agent or any Lender to or for the  account  of  the
     Borrowers shall be deemed a payment on behalf of the Borrowers.


                                   ARTICLE IV
                                   ----------
                              Conditions Precedent
                              --------------------
     IV.1  Conditions of Initial Advance and Issuance of Letters of Credit.
The obligation of the Lenders to make the initial Advance is subject to the
following conditions precedent:

          (a)   The Agent shall have received on the Closing Date, in  form
     and substance satisfactory to the Agent and Lenders, the following:

               (i)   executed  originals  of each of  this  Agreement,  the
          Notes,  the  Security  Agreement  and the other  Loan  Documents,
          together with all schedules and exhibits thereto;

               (ii)  written opinions of special counsel to the  Borrowers,
          including   special  counsel  in  each  of  South  Carolina   and
          Pennsylvania   with  respect  to  Collateral  located   in   such
          jurisdictions, dated the Closing Date, addressed to the Agent and
          the Lenders in the form of Exhibit G attached hereto or with such
          changes to such form as are satisfactory to the Agent;

               (iii)      resolutions of the boards of directors  or  other
          appropriate  governing  body  (or of  the  appropriate  committee
          thereof) of each Borrower certified by its secretary or assistant
          secretary  as  of  the  Closing  Date,  appointing  the   initial
          Authorized  Representative and approving and  adopting  the  Loan
          Documents  to  be  executed by such Person, and  authorizing  the
          execution and delivery thereof;

               (iv)  specimen  signatures  of  officers  of  each  Borrower
          executing   the  Loan  Documents  on  behalf  of  each  Borrower,
          certified  by  the  secretary  or  assistant  secretary  of  each
          Borrower;

               (v)  the charter documents of each Borrower certified as  of
          a  recent  date  by  the  Secretary of  State  of  its  state  of
          incorporation;

                                       31

<PAGE>

               (vi) the bylaws of each Borrower certified as of the Closing
          Date as true and correct by its secretary or assistant secretary;

               (vii)      certificates issued as of a recent  date  by  the
          Secretary  of State of each of  Delaware, Pennsylvania and  South
          Carolina  as  to  the  due existence and good  standing  of  each
          Borrower;

               (viii)     appropriate certificates of qualification  to  do
          business,  good  standing  and, where appropriate,  authority  to
          conduct  business under assumed name, issued in respect  of  each
          Borrower  as  of  a  recent date by the  Secretary  of  State  or
          comparable official of each jurisdiction in which the failure  to
          be  qualified to do business or authorized so to conduct business
          could have a Material Adverse Effect;

               (ix)   notice  of  appointment  of  the  initial  Authorized
          Representatives;

               (x)   certificate of an Authorized Representative dated  the
          Closing   Date   demonstrating  compliance  with  the   financial
          covenants contained in Sections 7.1 through 7.5 as of the Closing
          Date, substantially in the form of Exhibit H attached hereto;

               (xi) evidence of all policies of casualty insurance required
          by the Loan Documents together with endorsements naming Agent for
          the benefit of the Lenders as an additional insured, mortgagee or
          loss payee, as applicable;

               (xii)       executed   Uniform  Commercial  Code   financing
          statements in such form and number as requested by the Agent;

               (xiii)     an  initial  Request  for  Advance/Interest  Rate
          Election;

               (xiv)     an initial Application for Letters of Credit;

               (xv)  all fees payable by the Borrowers on the Closing  Date
          to the Agent, Issuing Bank and the Lenders;

               (xvi)      UCC  search results showing only those liens  and
          security interests as are acceptable to the Lenders;

               (xvii)      Intercreditor   Agreement   between   The    CIT
          Group/Equipment Financing ("CIT") and the Agent;

               (xviii)   Termination and Release Agreement between CIT  and
          the Agent regarding existing term loan;

               (xix)      Termination and Release Agreement between General
          Electric  Capital  Corporation ("GECC") and the  Agent  regarding
          existing revolving credit facility;

                                       32

<PAGE>

               (xx) Termination and Release Agreement between Meridian Bank
          ("Meridian")  and  the  Agent regarding existing  term  loan  and
          revolving credit facility;

               (xxi)     UCC-3 Partial Release Statements by CIT;

               (xxii)    UCC-3 Termination Statements by GECC;

               (xxiii)   UCC-3 Termination Statements by Meridian;

               (xxiv)     copy of Tax-Sharing and Indemnity Agreement  with
          Giant  Group,  Ltd. certified by the Secretary  or  an  Assistant
          Secretary of Giant Holding;

               (xxv)      such  other documents, instruments,  certificates
          and opinions as the Agent or any Lender may reasonably request on
          or  prior to the Closing Date in connection with the consummation
          of the transactions contemplated hereby.

          (b)  Each of the following shall have occurred or be true:

               (i)   there shall not be any action, suit, investigation  or
          proceeding  pending  or threatened in any  court  or  before  any
          arbitrator or governmental authority that purports to affect  (A)
          any  Borrower that could have a Material Adverse Effect,  or  (B)
          any transaction contemplated hereby; and

               (ii)  no  Borrower shall be in default with respect  to  any
          existing financial obligations.

          (c)  In the good faith judgment of the Agent and the Lenders:

               (i)   there  shall  not have occurred any  Material  Adverse
          Effect since December 31, 1995;

               (ii) there shall not have occurred any disruption or adverse
          change  in  the financial or capital markets generally which  the
          Agent,  in  its  sole reasonable discretion,  deems  material  in
          connection with the Revolving Credit Facility; and

               (iii)      the Agent shall have received and reviewed,  with
          results   satisfactory  to  the  Agent  and  its   counsel,   all
          information it may reasonably request regarding the Borrowers.

     IV.2  Conditions of Revolving Loans and Issuance of Letters of Credit.
The obligations of the Lenders to make any Revolving Loans hereunder on  or
subsequent  to  the  Closing Date are subject to the  satisfaction  of  the
following conditions:

                                       33

<PAGE>

          (a)  the Agent shall have received a Request for Advance/Interest
     Rate Election if required by Article II hereof;

          (b)   the  representations and warranties of  the  Borrowers  set
     forth  in  Article  V hereof and in each of the other  Loan  Documents
     shall  be true and correct in all material respects on and as  of  the
     date  of  such  Advance, with the same effect as though such  represen
     tations and warranties had been made on and as of such date, except to
     the  extent that such representations and warranties expressly  relate
     to  an  earlier date and except that the financial statements referred
     to  in  Section  5.6(a) hereof shall be deemed to be  those  financial
     statements  most  recently  delivered to the  Agent  and  the  Lenders
     pursuant to Section 6.1 hereof;

          (c)  in the case of the issuance of a Letter of Credit, Borrowers
     shall  have executed and delivered to Issuing Bank an Application  for
     Letter  of  Credit  in  form and content acceptable  to  Issuing  Bank
     together  with  such  other  instruments and  documents  as  it  shall
     reasonably request;

          (d)   at  the  time of each Advance, conversion, continuation  or
     issuance  of each Letter of Credit, as the case may be, no Default  or
     Event of Default specified in Article VIII hereof, shall have occurred
     and be continuing;

          (e)    immediately  after  issuing  any  Letter  of  Credit,  the
     aggregate  Letter  of Credit Outstandings shall not exceed  the  Total
     Letter of Credit Commitment;

          (f)   the Borrowers have maintained, on a consolidated basis,  to
     the  reasonable satisfaction of the Agent and the Lenders a  financial
     condition  in  which  they,  considered as  a  whole,  may  repay  the
     obligations,  including each Advance to be made  at  such  time,  from
     Consolidated EBITDA derived from operations; and

          (g)   immediately  after giving effect to a Revolving  Loan,  the
     aggregate  principal  balance of all outstanding Revolving  Loans  for
     each  Lender  and  in  the aggregate shall not  exceed,  respectively,
     (i)  such  Lender's  Revolving Credit Commitment  or  (ii)  the  Total
     Revolving Credit Commitment.

                                   ARTICLE V
                                   ---------
                         Representations and Warranties
                         ------------------------------
     Each Borrower represents and warrants that:

     V.1  Organization and Authority.

          (a)   Each  Borrower is a corporation duly organized and  validly
     existing under the laws of the jurisdiction of its incorporation;

                                       34

<PAGE>

          (b)   Each Borrower (x) has the requisite power and authority  to
     own  its  properties and assets and to carry on its  business  as  now
     being conducted and as contemplated in the Loan Documents, and (y)  is
     qualified to do business in every jurisdiction in which failure so  to
     qualify would have a Material Adverse Effect;

          (c)   Each  Borrower  has  the power and  authority  to  execute,
     deliver  and  perform  this Agreement and the  Notes,  and  to  borrow
     hereunder, and to execute, deliver and perform each of the other  Loan
     Documents to which it is a party; and

          (d)   when executed and delivered, each of the Loan Documents  to
     which  each  Borrower  is  a  party is the legal,  valid  and  binding
     obligation or agreement, as the case may be, of such Borrower, enforce
     able  against such Borrower in accordance with its terms,  subject  to
     the  effect  of  any  applicable bankruptcy,  moratorium,  insolvency,
     reorganization  or  other similar law affecting the enforceability  of
     creditors' rights generally and to the effect of general principles of
     equity which may limit the availability of equitable remedies (whether
     in a proceeding at law or in equity).

     V.2   Loan Documents.  The execution, delivery and performance by each
Borrower of each of the Loan Documents to which it is a party:

          (a)   have been duly authorized by all requisite corporate action
     (including  any  required  shareholder  approval)  of  such   Borrower
     required for the lawful execution, delivery and performance thereof;

          (b)  do not violate any provisions of (i) applicable law, rule or
     regulation, (ii) any order of any court or other agency of  government
     binding  on  such  Borrower, or its properties, or (iii)  the  charter
     documents  or  bylaws  of such Borrower, except  to  the  extent  such
     violation  would  not  or would not be reasonably  likely  to  have  a
     Material Adverse Effect;

          (c)   does  not  and will not be in conflict with,  result  in  a
     breach  of or constitute an event of default, or an event which,  with
     notice  or  lapse  of  time, or both, would  constitute  an  event  of
     default,  under any material indenture, agreement or other  instrument
     to  which  such  Borrower is a party, or by which  the  properties  or
     assets of such Borrower are bound;

          (d)   does  not and will not result in the creation or imposition
     of  any Lien, charge or encumbrance of any nature whatsoever upon  any
     of  the properties or assets of Borrower except any liens in favor  of
     the Agent and the Lenders created by the Security Documents.

     V.3   Solvency.  Each Borrower is Solvent after giving effect  to  the
transactions contemplated by this Agreement and the other Loan Documents.

     V.4   Subsidiaries  and Stockholders.  None of the Borrowers  has  any
Subsidiary which is not a Borrower.

                                       35

<PAGE>

     V.5  Ownership Interests.  None of the Borrowers owns any interest  in
any Person other than the Persons listed in Schedule 5.5 hereto.

     V.6  Financial Condition.

          (a)   Giant  Cement has furnished to the Agent  (i)  the  audited
     consolidated  balance sheet of the Borrowers as of December  31,  1995
     and  the  notes  thereto  and the related consolidated  statements  of
     operations,  cash flows, and shareholders' equity for the Fiscal  Year
     then  ended  as  examined and certified by Coopers &  Lybrand  as  the
     independent  certified public accountants of the Borrowers,  (ii)  the
     unaudited  interim  consolidated  financial  statements  of  Borrowers
     consisting  of  a consolidated balance sheet and related  consolidated
     statements of operations, cash flows and notes thereto, for and as  of
     the  nine-month period ended September 30, 1996.  Except as set  forth
     therein,  such  financial statements (including  the  notes  thereto),
     present  fairly the consolidated financial position of the  Borrowers,
     as  of the end of such Fiscal Year and such nine-month period, all  in
     conformity  with GAAP applied on a Consistent Basis (subject,  in  the
     case  of  the  interim  statements, to year-end  adjustments  and  the
     absence or reduced scope of footnote disclosures);

          (b)   since December 31, 1995, there has not occurred any  event,
     including  but  not  limited  to fire, explosion  or  other  accident,
     earthquake,  flood,  drought,  storm or  other  act  of  God,  strike,
     lockout,  combination of workers or other labor matter, or embargo  or
     act of a public enemy which has had or could reasonably be expected to
     have a Material Adverse Effect;

          (c)   since  December 31, 1995, except as set forth in   Schedule
     5.6  hereto,  no  Borrower  has  incurred  any  material  Consolidated
     Indebtedness  that remains outstanding or unsatisfied.   Schedule  5.6
     hereto  sets  forth all Consolidated Indebtedness of the Borrower  and
     its Subsidiaries.

     V.7   Title  to  Properties.  The Borrowers have good  and  marketable
title  to  all their real and personal properties, subject to  no  transfer
restrictions or Liens of any kind, except for (a) the transfer restrictions
and Liens described in Schedule 5.7 attached hereto and incorporated herein
by  reference, and (b) Liens permitted under Section 7.7 hereof.   Keystone
has  fee  simple  title  to  its manufacturing facility  located  in  Bath,
Pennsylvania;  Giant  Cement  has fee simple  title  to  its  manufacturing
facility located in Harleyville, South Carolina; and no Borrower leases any
facility except as so indicated on Schedule 2 to the Security Agreement.

     V.8   Taxes.   The  Borrowers have filed or  caused  to  be  filed  or
obtained  extensions of the time to file all federal, state and  local  tax
returns  which  are required to be filed by it and, except  for  taxes  and
assessments  being contested in good faith and against which reserves  have
been  established  which  are  satisfactory to the  Borrowers'  independent
certified  public accountants as determined in the normal course  of  their
annual  audit  of the Borrowers and evidenced by their most recent  opinion
delivered  pursuant  to  and  satisfying the standards  in  Section  6.1(a)
hereof,  have paid or caused to be paid all taxes as shown on said  returns
or  on  any  assessment received by it, to the extent that such taxes  have
become due.

                                       36

<PAGE>

     V.9  Other Agreements.  None of the Borrowers is

          (a)   a party to any judgment, order, decree or any agreement  or
     instrument or subject to restrictions which could reasonably be likely
     to have a Material Adverse Effect; or

          (b)  in default in the performance, observance or fulfillment  of
     any  of  the  obligations, covenants or conditions  contained  in  any
     agreement  or  instrument  to which any Borrower  is  a  party,  which
     default  has,  or if not remedied within any applicable  grace  period
     could reasonably be likely to have, a Material Adverse Effect.

     V.10 Litigation.  There is no action, suit or proceeding at law or  in
equity  or  by  or  before any governmental instrumentality  or  agency  or
arbitral body pending, or, to the knowledge of the Borrowers, threatened by
or  against  any  Borrower or affecting any Borrower or any  properties  or
rights of any Borrower, which could reasonably be likely to have a Material
Adverse Effect.

     V.11  Margin Stock.  None of the Borrowers owns any "margin stock"  as
such  term is defined in Regulation U, as amended (12 C.F.R. Part 221),  of
the  Board.   The proceeds of the borrowings made pursuant  to  Article  II
hereof  will  be used by the Borrowers only for the purposes set  forth  in
Section  2.10  hereof.   None of such proceeds will be  used,  directly  or
indirectly, for the purpose of purchasing or carrying any margin  stock  or
for  the  purpose  of  reducing  or retiring  any  Indebtedness  which  was
originally  incurred to purchase or carry margin stock  or  for  any  other
purpose  which  might constitute any of the Loans under  this  Agreement  a
"purpose  credit" within the meaning of said Regulation U or  Regulation  X
(12  C.F.R.  Part 224) of the Board.  Neither the Borrowers nor  any  agent
acting in their behalf has taken or will take any action which might  cause
this  Agreement  or any of the documents or instruments delivered  pursuant
hereto  to violate any regulation of the Board or to violate the Securities
Exchange  Act  of  1934,  as amended, or the Securities  Act  of  1933,  as
amended,  or  any state securities laws, in each case as in effect  on  the
date hereof.

     V.12  Investment  Company.  None of the Borrowers  is  an  "investment
company,"  or  an  "affiliated  person" of,  or  "promoter"  or  "principal
underwriter" for, an "investment company," as such terms are defined in the
Investment  Company Act of 1940, as amended (15 U.S.C.   80a-1,  et  seq.).
The  application of the proceeds of the Loans and repayment thereof by  the
Borrowers  and  the  performance  by  the  Borrowers  of  the  transactions
contemplated by this Agreement will not violate any provision of said  Act,
or  any  rule,  regulation or order issued by the Securities  and  Exchange
Commission thereunder, in each case as in effect on the date hereof.

     V.13  Patents, Etc.  Each of the Borrowers owns or has  the  right  to
use,  under  valid  license agreements or otherwise, all material  patents,
licenses, franchises, trademarks, trademark rights, trade names, trade name
rights,  trade  secrets  and copyrights necessary to  the  conduct  of  its
businesses  as  now  conducted, without known  conflict  with  any  patent,
license, franchise, trademark, trade secrets and confidential commercial or
proprietary information, trade name, copyright, rights to trade secrets  or
other proprietary rights of any other Person.

                                       37

<PAGE>

     V.14  No Untrue Statement.  Neither this Agreement nor any other  Loan
Document or certificate or document executed and delivered by or on  behalf
of  the  Borrowers  in  accordance with or pursuant to  any  Loan  Document
contains  any  misrepresentation or untrue statement of  material  fact  or
omits  to  state  a  material fact necessary, in light of the  circumstance
under  which  it  was  made, in order to make any  such  representation  or
statement contained therein not misleading.

     V.15   No  Consents,  Etc.   Neither  the  respective  businesses   or
properties  of any Borrower, nor any relationship between any Borrower  and
any  other  Person, nor any circumstance in connection with the  execution,
delivery  and  performance  of  the Loan  Documents  and  the  transactions
contemplated  hereby,  is  such  as  to  require  a  consent,  approval  or
authorization  of,  or  filing, registration  or  qualification  with,  any
governmental  or  other authority or any other Person on the  part  of  any
Borrower as a condition to the execution, delivery and performance  of,  or
consummation  of  the transactions contemplated by, this Agreement  or  the
other  Loan  Documents which, if not obtained or effected, could reasonably
be  likely  to  have  a  Material Adverse Effect or if  so,  such  consent,
approval,  authorization, filing, registration or  qualification  has  been
obtained or effected, as the case may be.

     V.16 Employee Benefit Plans.

          (a)   Neither  any Borrower nor any ERISA Affiliate maintains  or
     contributes  to,  or  has any obligation under, any  Employee  Benefit
     Plans other than those identified on Schedule 5.16 attached hereto;

          (b)  Each Borrower and each ERISA Affiliate is in compliance with
     all  applicable provisions of ERISA and the regulations and  published
     interpretations thereunder and in compliance with all Foreign  Benefit
     Laws  with respect to all Employee Benefit Plans except where  failure
     to comply would not result in a Material Adverse Effect and except for
     any  required  amendments for which the remedial amendment  period  as
     defined  in  Section  401(b) of the Code has not  yet  expired.   Each
     Employee  Benefit Plan that is intended to be qualified under  Section
     401(a) of the Code has been determined by the Internal Revenue Service
     to  be  so  qualified, and each trust related to such  plan  has  been
     determined to be exempt under Section 501(a) of the Code.  No material
     liability  has  been incurred by the Borrowers or any ERISA  Affiliate
     which  remains unsatisfied for any taxes or penalties with respect  to
     any Employee Benefit Plan or any Multiemployer Plan;

          (c)   No  Pension Plan has been terminated within  the  six  year
     period  prior  to  the  execution  of  this  Agreement,  nor  has  any
     accumulated funding deficiency (as defined in Section 412 of the Code)
     been incurred (without regard to any waiver granted under Section  412
     of the Code), nor has any funding waiver from the IRS been received or
     requested with respect to any Pension Plan, nor have the Borrowers  or
     any  ERISA  Affiliate failed to make any contributions or to  pay  any
     amounts  due and owing as required by Section 412 of the Code, Section
     302  of ERISA or the terms of any Pension Plan prior to the due  dates
     of  such contributions under Section 412 of the Code or Section 302 of
     ERISA,  nor  has  there been any event requiring any disclosure  under
     Section 4041(c)(3)(C), 4063(a) or 4068(f) of ERISA with respect to any
     Pension Plan;

                                       38

<PAGE>

          (d)   Neither  any  Borrower nor any ERISA  Affiliate  has:   (i)
     engaged in a nonexempt prohibited transaction described in Section 406
     of  ERISA or Section 4975 of the Code, (ii) incurred any liability  to
     the  PBGC which remains outstanding other than the payment of premiums
     and   there  are  no  premium  payments  which  are  due  and  unpaid,
     (iii)  failed  to  make  a  required  contribution  or  payment  to  a
     Multiemployer  Plan or (iv) failed to make a required  installment  or
     other required payment under Section 412 of the Code;

          (e)   No Termination Event has occurred or is reasonably expected
     to occur with respect to any Pension Plan or Multiemployer Plan;

          (f)   No material proceeding, claim, lawsuit and/or investigation
     exists  or, to the best knowledge of each Borrower after due  inquiry,
     is threatened concerning or involving any Employee Benefit Plan.

     V.17  No  Default.  As of the date hereof, there does  not  exist  any
Default or Event of Default hereunder.

     V.18  Hazardous  Materials.  Each Borrower is in compliance  with  all
applicable  Environmental Laws in all material respects, including  without
limitation   its   operations  and  properties  in   South   Carolina   and
Pennsylvania.   No  Borrower  has   been  notified  of  any  action,  suit,
proceeding  or investigation which calls into question compliance  by  such
Borrower  with any Environmental Laws that could reasonably be expected  to
have  a  Material  Adverse Effect, or which seeks  to  suspend,  revoke  or
terminate  any  license, permit or approval necessary for  the  generation,
handling,  storage,  treatment or disposal of any Hazardous  Material  that
could reasonably be expected to have a Material Adverse Effect.  Except  as
disclosed  in  the permits set forth on Schedule 5.18, each  real  property
occupied,  leased  or operated by any Borrower is free from  all  Hazardous
Material  that  could  reasonably be expected to have  a  Material  Adverse
Effect.

     V.19 RICO.  None of the Borrowers is engaged in or have not engaged in
any course of conduct that could subject any of their respective properties
to  any Lien, seizure or other forfeiture under any criminal law, racketeer
influenced  and  corrupt organizations law, civil  or  criminal,  or  other
similar laws.

     V.20  Employment Matters.  (a)  None of  any employees of any Borrower
is  subject to any collective bargaining agreement and, except as disclosed
on  Schedule  5.20,  there  are  no strikes, work  stoppages,  election  or
decertification  petitions  or proceedings,  unfair  labor  charges,  equal
opportunity   proceedings,   or  other  material   labor/employee   related
controversies  or  proceedings pending or, to the best  knowledge  of  each
Borrower, threatened against any Borrower or between any Borrower  and  any
of  its  employees, other than employee grievances arising in the  ordinary
course of business which would not in the aggregate have a Material Adverse
Effect.

          (b)  Each Borrower is in compliance in all material respects with
all  applicable  laws,  rules  and  regulations  pertaining  to  labor   or
employment matters, including without limitation those pertaining to wages,
hours,  occupational safety and taxation and there is  neither  pending  or

                                       39

<PAGE>

threatened any material litigation, administrative proceeding nor,  to  the
knowledge  of each Borrower, any investigation, in respect of such  matters
which,  if decided adversely, could reasonably be likely to have a Material
Adverse Effect.


                                   ARTICLE VI
                                   ----------
                             Affirmative Covenants
                             ---------------------
     Until  the Obligations have been paid and satisfied in full  and  this
Agreement  has been terminated in accordance with the terms hereof,  unless
the  Required  Lenders  shall otherwise consent in  writing,  each  of  the
Borrowers will:

     VI.1 Financial Reports, Etc.

          (a)   As soon as practical and in any event within 90 days  after
     the  end of each Fiscal Year, deliver or cause to be delivered to  the
     Agent  and  each  Lender  (i) consolidated and  consolidating  balance
     sheets of the Borrowers, and the notes thereto, the related statements
     of operations, stockholders' equity and cash flows, and the respective
     notes thereto, for such Fiscal Year, setting forth in the case of  the
     statements  comparative financial statements for the preceding  Fiscal
     Year,  all  prepared in accordance with GAAP applied on  a  Consistent
     Basis  and  containing,  with  respect to the  consolidated  financial
     reports,  opinions  of  Coopers & Lybrand, or other  such  independent
     certified public accountants selected by Giant Holding and approved by
     the  Agent,  which  are  unqualified as to  the  scope  of  the  audit
     performed  and  as to the "going concern" status of the Borrowers  and
     are without exception not acceptable to the Required Lenders, and (ii)
     a certificate of an Authorized Representative demonstrating compliance
     with  Sections  7.1, 7.2, 7.3, 7.4 and 7.5 hereof,  which  certificate
     shall be in the form attached hereto as Exhibit H hereof;

          (b)   as soon as practical and in any event within 45 days  after
     the end of each quarterly period (except the last reporting period  of
     the   Fiscal  Year),  deliver  to  the  Agent  and  each  Lender   (i)
     consolidated  balance sheets of the Borrowers as of the  end  of  such
     reporting  period, the related statements of operations, stockholders'
     equity  and  cash flows for such reporting period and for  the  period
     from  the  beginning  of  the Fiscal Year  through  the  end  of  such
     reporting  period,  accompanied  by a  certificate  of  an  Authorized
     Representative  to  the effect that such financial statements  present
     fairly  the financial position of the Borrowers as of the end of  such
     reporting  period and the results of their operations and the  changes
     in  their  financial position for such reporting period, in conformity
     with the standards set forth in Section 5.6(a)(ii) hereof with respect
     to  interim  financials,  and  (ii) a  certificate  of  an  Authorized
     Representative containing computations for such quarter comparable  to
     that required pursuant to Section 6.1(a)(ii) hereof;

          (c)   together  with  each delivery of the  financial  statements
     required  by Section 6.1(a)(i) hereof, deliver to the Agent  and  each
     Lender a letter from the Borrowers' accountants specified or otherwise
     determined  as set forth in Section 6.1(a)(i) hereof stating  that  in

                                       40

<PAGE>

     performing  the audit necessary to render an opinion on the  financial
     statements delivered under Section 6.1(a)(i) hereof, they obtained  no
     knowledge of any Default or Event of Default by the Borrowers  in  the
     fulfillment of the terms and provisions of this Agreement  insofar  as
     they  relate to financial matters (which at the date of such statement
     remains  uncured); and if the accountants have obtained  knowledge  of
     such  Default or Event of Default, a statement specifying  the  nature
     and period of existence thereof;

          (d)  promptly upon their becoming available to the Borrowers, the
     Borrowers shall deliver to the Agent and each Lender a copy of (i) all
     regular or special reports or effective registration statements  which
     any  of  the  Borrowers  shall file with the Securities  and  Exchange
     Commission  (or  any  successor thereto) or any  securities  exchange,
     including  without limitation each Annual Report on  Form  10-K,  each
     Quarterly  Report on Form 10-Q and each Current Report  on  Form  8-K,
     (ii)  any proxy statement distributed by any of the Borrowers to their
     shareholders, bondholders or the financial community in  general,  and
     (iii) any management letter or other report submitted to the Board  of
     Directors  of  Giant Holding by independent accountants in  connection
     with any annual, interim or special audit of the Borrowers;

          (e)   promptly,  from  time  to time,  deliver  or  cause  to  be
     delivered  to  the  Agent  and  each  Lender  such  other  information
     regarding   Borrowers'  operations,  business  affairs  and  financial
     condition  as  the Agent or such Lender may reasonably  request.   The
     Agent  and the Lenders are hereby authorized to deliver a copy of  any
     such financial information delivered hereunder to the Lenders (or  any
     affiliate  of any Lender) or to the Agent, to any regulatory authority
     having  jurisdiction over any of the Lenders pursuant to  any  written
     request therefor, or to any other Person who shall acquire or consider
     the  assignment  of or Participation in any Loan or Letter  of  Credit
     permitted by this Agreement.

     VI.2  Maintain Properties.  Maintain all properties necessary  to  its
operations  in  good working order and condition, ordinary  wear  and  tear
excepted,   and make all needed repairs, replacements and renewals  as  are
reasonably  necessary to conduct its business in accordance with  customary
business practices.

     VI.3 Existence, Qualification, Etc.  Do or cause to be done all things
necessary  to preserve and keep in full force and effect its existence  and
all material rights and franchises, trade names, trademarks and permits and
maintain  its  license  or  qualification  to  do  business  as  a  foreign
corporation  and good standing in each jurisdiction in which its  ownership
or  lease  of property or the nature of its business makes such license  or
qualification  necessary except where the failure to so qualify  could  not
reasonably be expected to have a Material Adverse Effect.

     VI.4  Regulations and Taxes.  Comply in all material respects with  or
contest in good faith all statutes and governmental regulations and pay all
taxes, assessments, governmental charges, claims for labor, supplies,  rent
and  any other obligation which, if unpaid, would become a Lien against any
of  its  properties except liabilities being contested  in  good  faith  by
appropriate  proceedings diligently conducted and  against  which  adequate
reserves  have  been established which are satisfactory to the  independent
public  accountants of the Borrowers as determined in the normal course  of
their  annual  audit of the Borrowers and evidenced by  their  most  recent

                                       41

<PAGE>

opinion  delivered  pursuant to and satisfying  the  standards  in  Section
6.1(a) hereof.

     VI.5  Insurance.   Keep  all  of its insurable  properties  adequately
insured at all times and maintain general public liability insurance at all
times  with responsible insurance carriers against loss or damage  by  fire
and  other hazards as are customarily insured against by similar businesses
owning  such properties similarly situated.  Maintain insurance  under  all
applicable  workers'  compensation laws.  Each  of  the  casualty  policies
insuring Collateral shall provide that the insurer shall give the Agent not
less  than  thirty (30) days' prior written notice before any  such  policy
shall  be terminated, lapse or be altered in any manner and shall name  the
Agent as an additional insured or secured party, as applicable.

     VI.6 True Books.  Maintain proper books of record and account in which
full,  true  and  correct entries will be made of all of its  dealings  and
transactions  as  may be required by GAAP, and set up  on  its  books  such
reserves  as may be required by GAAP with respect to doubtful accounts  and
all  taxes, assessments, charges, levies and claims and with respect to its
business in general, and include such reserves in all material respects  in
interim as well as year-end financial statements.

     VI.7  Pay  Indebtedness to Lenders and Perform Other  Covenants.   (a)
Make  full and timely payment of the principal of and interest on the Notes
and  all  other Obligations whether now existing or hereafter arising;  and
(b) duly comply with and perform  all the terms and covenants contained  in
all Loan  Documents.

     VI.8   Payment  of  Other  Indebtedness.   Pay  when  due  (or  within
applicable  grace periods) all Indebtedness due third Persons, except  when
the  amount  thereof  is  being  contested in  good  faith  by  appropriate
proceedings  diligently  conducted and with reserves  in  form  and  amount
reasonably acceptable to the Agent therefor being set aside on the books of
the Borrowers.

     VI.9 Right of Inspection.  Permit any representative designated by any
Lender  or  the Agent to visit and inspect any of the properties, corporate
books  and  financial reports of the Borrowers and to discuss its  affairs,
finances and accounts with its principal officers and independent certified
public  accountants, all at reasonable times, at reasonable  intervals  and
with reasonable prior notice.

     VI.10      Observe  all  Laws.  Conform to and  duly  observe  in  all
material  respects  all laws, rules and regulations  and  all  other  valid
requirements of any regulatory authority with respect to the conduct of its
business.

     VI.11     Officer's Knowledge of Default.  Upon any senior officer  of
any  Borrower  obtaining  knowledge of any  Default  or  Event  of  Default
hereunder  or  under any other obligation of the Borrowers to  any  Lender,
cause  such officer or an Authorized Representative promptly to notify  the
Agent  of  the  nature thereof, the period of existence thereof,  and  what
action the Borrowers propose to take with respect thereto.

     VI.12     Suits or Other Proceedings.  Upon any senior officer of  any
Borrower  obtaining knowledge of any litigation or other proceedings  being
instituted against any of the Borrowers, or any attachment, levy, execution

                                       42

<PAGE>

or  other  process  being  instituted against any  assets  of  any  of  the
Borrowers, making a claim or claims in an aggregate amount greater than, or
reasonably expected to be greater than, $1,000,000 not reasonably  expected
to  be  covered by insurance, promptly deliver to the Agent written  notice
thereof  stating  the  nature  and  status  of  such  litigation,  dispute,
proceeding, levy, execution or other process.

     VI.13      Environmental Compliance.  If any of  the  Borrowers  shall
receive  notice from any Governmental Authority that any of  the  Borrowers
have  violated any applicable Environmental Laws which could reasonably  be
likely  to have a Material Adverse Effect, promptly deliver a copy of  such
notice  to  the  Agent and use its best efforts to remove  or  remedy  such
violation  within the time period prescribed in such notice  or,  if  none,
within a reasonable time.

     VI.14      Indemnification.  Each of the Borrowers hereby jointly  and
severally  agrees to defend, indemnify and hold the Agent and  the  Lenders
harmless from and against any and all claims, losses, liabilities,  damages
and  expenses (including, without limitation, cleanup costs and  reasonable
attorneys' fees) arising directly or indirectly from, out of or  by  reason
of  the handling, storage, treatment, emission or disposal of any Hazardous
Material by any of the Borrowers or property owned or leased or operated by
any  of  the  Borrowers. The provisions of this Section 6.14 shall  survive
repayment   of   the  Obligations,  occurrence  of  the  Revolving   Credit
Termination  Date  and expiration or termination of this Agreement  for  so
long as any applicable statute of limitations period.

     VI.15      Further  Assurances.  At the Borrowers' cost  and  expense,
upon  request of the Agent or any Lender, duly execute and deliver or cause
to  be  duly  executed and delivered, to the Agent for the benefit  of  the
Lenders  such  further instruments, documents, certificates, financing  and
continuation statements, and do and cause to be done such further acts that
may  be reasonably necessary or advisable in the reasonable opinion of  the
Agent  to  carry out more effectively the provisions and purposes  of  this
Agreement and the other Loan Documents.

     VI.16     Employee Benefit Plans.  With reasonable promptness, and  in
any event within thirty (30) days thereof, give notice of and/or deliver to
Agent copies of (a) the establishment of any new Employee Benefit Plan, (b)
the commencement of contributions to any plan to which any of the Borrowers
or  any of their ERISA Affiliates were not previously contributing, (c) any
material  increase in the benefits of any existing Employee  Benefit  Plan,
(d)  each funding waiver request filed with respect to any Employee Benefit
Plan  and  all communications received or sent by any of  the Borrowers  or
any ERISA Affiliate with respect to such request and (e) the failure of any
of   the Borrowers or any ERISA Affiliate to make a required installment or
payment  under Section 302 of ERISA or Section 412 of the Code by  the  due
date.

     VI.17      Termination  Events.  Promptly  and  in  any  event  within
fifteen  (15)  days of becoming aware of the occurrence of  or  forthcoming
occurrence of any (a) Termination Event or (b) "prohibited transaction," as
such  term is defined in Section 406 of ERISA or Section 4975 of the  Code,
in  connection  with  any  Pension Plan or any  trust  created  thereunder,
deliver  to  the Agent a notice specifying the nature thereof, what  action
the  Borrowers  have  taken, are taking or propose  to  take  with  respect

                                       43

<PAGE>

thereto  and,  when known, any action taken or threatened by  the  Internal
Revenue Service, the Department of Labor or the PBGC with respect thereto.

     VI.18      ERISA Notices.  With reasonable promptness but in any event
within  fifteen (15) days for purposes of clauses (a), (b) and (c), deliver
to  the  Agent copies of (a) any unfavorable determination letter from  the
Internal Revenue Service regarding the qualification of an Employee Benefit
Plan  under  Section 401(a) of the Code, (b) all notices  received  by  the
Borrowers  or  any  ERISA Affiliate of the PBGC's intent to  terminate  any
Pension Plan or to have a trustee appointed to administer any Pension Plan,
(c) each Schedule B (Actuarial Information) to the annual report (Form 5500
Series)  filed  by the Borrowers or any ERISA Affiliate with  the  Internal
Revenue  Service  with respect to each Pension Plan  and  (d)  all  notices
received  by  any  of   the  Borrowers  or  any  ERISA  Affiliate  from   a
Multiemployer  Plan  sponsor  concerning  the  imposition  or   amount   of
withdrawal liability pursuant to Section 4202 of ERISA.  The Borrowers will
notify  the Agent in writing within five (5) Business Days of any  Borrower
obtaining  knowledge  or  reason to know that any  Borrower  or  any  ERISA
Affiliate has filed or intends to file a notice of intent to terminate  any
Pension  Plan  under a distress termination within the meaning  of  Section
4041(c) of ERISA.

     VI.19     Continued Operations.  Continue at all times to conduct  its
business  and  engage  principally in the same line or  lines  of  business
substantially as heretofore conducted and to preserve, protect and maintain
free  from Liens, other than Liens permitted under Section 7.6 hereof,  its
material patents, copyrights, licenses, trademarks, trademark rights, trade
names, trade name rights, trade secrets and know-how necessary or useful in
the conduct of its operations.

     VI.20      Use of Proceeds.  Use the proceeds of the Loans solely  for
the purposes specified in Section 2.10 hereof.

     VI.21      New  Subsidiaries.  Simultaneously with the acquisition  or
creation  of  any  Subsidiary,  or  upon any  previously  existing  Persons
becoming  a Subsidiary, cause to be delivered to the Agent for the  benefit
of the Lenders each of the following:

               (i)   an  amendment  to  this  Agreement  executed  by  such
          Subsidiary whereby such Subsidiary becomes a Borrower in form and
          substance acceptable to the Agent;

               (ii)  an  amendment to the Security Instruments executed  by
          such  Subsidiary whereby such Subsidiary grants to the Agent  for
          the  benefit of the Lenders a Lien on all its Collateral and such
          related  Uniform Commercial Code financing statements  and  other
          instruments as required by the Agent;

               (iii)       an  amendment  to  the  Subordination  Agreement
          executed  by  such Subsidiary whereby such Subsidiary  becomes  a
          party  thereto and agrees to subordinate its debt or  obligations
          to  any Borrower to the Obligations contemplated under any of the
          Loan Documents;

               (iv)  an opinion of counsel to such Subsidiary dated  as  of
          the  date of delivery of the amendments provided in the foregoing
          clauses  (i) and (ii) and addressed to the Agent and the Lenders,

                                       44

<PAGE>

          in  form  and  substance reasonably acceptable to the  Agent  and
          substantially similar to the opinions of counsel to the Borrowers
          delivered on the Closing Date to the Lenders pursuant to  Section
          4.1 hereof; and

               (v)   current  copies of the charter or other organizational
          documents  and bylaws of such Subsidiary, minutes of duly  called
          and  conducted meetings (or duly effected consent actions) of the
          Board  of  Directors, or appropriate committees thereof (and,  if
          required  by  such  charter  or other  organizational  documents,
          bylaws  or  by  applicable  laws, of the  shareholders)  of  such
          Subsidiary authorizing the actions and the execution and delivery
          of  documents  described in clauses (i) and (ii) of this  Section
          6.21 and evidence satisfactory to the Agent (confirmation of  the
          receipt  of  which will be provided by the Agent to the  Lenders)
          that  such Subsidiary is Solvent as of such date and after giving
          effect  to  the  amendments to this Agreement  and  the  Security
          Agreement.

     VI.22     Substitution Letters of Credit.  On or before September  15,
1997  cause all letters of credit outstanding on the date hereof and issued
by  ABN AMRO Bank N.V., New York Branch, under the existing credit facility
made  available  to  certain of the Borrowers by General  Electric  Capital
Corporation  for  the  benefit of the Bureau of  Solid  &  Hazardous  Waste
Management,  South  Carolina Department of Health & Environmental  Control;
the  Pennsylvania Department of Environmental Resources,  Bureau  of  Waste
Management;  the  Commonwealth  of  Pennsylvania,  Bureau  of  Solid  Waste
Management;  and  the  Pennsylvania Department of Environmental  Resources,
Bureau  of  Solid  Waste  Management,  respectively  to  be  returned   for
cancellation  and  cause  to be issued in lieu thereof  Letters  of  Credit
hereunder.


                                  ARTICLE VII
                                  -----------
                               Negative Covenants
                               ------------------
     Until  the Obligations have been paid and satisfied in full  and  this
Agreement  has been terminated in accordance with the terms hereof,  unless
the  Required  Lenders  shall otherwise consent in  writing,  none  of  the
Borrowers will:

     VII.1     Consolidated Indebtedness for Money Borrowed to Consolidated
Tangible Net Worth Ratio.     Permit the ratio of Consolidated Indebtedness
for  Money  Borrowed to Consolidated Tangible Net Worth to be greater  than
1.50 to 1.00 at any time.

     VII.2     Consolidated Fixed Charge Ratio.  Permit as of the last  day
of any calendar quarter the Consolidated Fixed Charge Ratio to be less than
1.50 to 1.00.

     VII.3      Current Ratio.  Permit as of the last day of  any  calendar
quarter  the  ratio of Consolidated Current Assets to Consolidated  Current
Liabilities to be less than 1.25 to 1.00.

                                       45

<PAGE>

     VII.4      Capital Expenditures.  Permit the aggregate amount  of  all
Capital Expenditures of the  Borrowers during any Fiscal Year commencing in
the  Fiscal Year ending December 31, 1997 to exceed twice the amount of all
Depreciation for such Fiscal Year; provided that to the extent not expended
in  any  Fiscal  Year ("Excess Capital Expenditures"), such Excess  Capital
Expenditures  may not be carried over and expended in any following  Fiscal
Year.

     VII.5       Consolidated  Tangible  Net  Worth.   Permit  Consolidated
Tangible Net Worth to be less than (i) $60,000,000 at and from the  Closing
Date  to but not including the last day of the Fiscal Year of the Borrowers
in  which  the  Closing  Date occurs, and (ii)  at  all  times  thereafter,
adjusted  as  of the last day of each Fiscal Year (the "Adjustment  Date"),
the sum of (A) the amount of Consolidated Tangible Net Worth required to be
maintained  pursuant  to this Section 7.5 during the  Fiscal  Year  of  the
Borrowers ending on such Adjustment Date, plus (B) 50% of Consolidated  Net
Income for the Fiscal Year ending on such Adjustment Date (including within
"Consolidated Net Income" all items otherwise excluded, as provided for  in
the  definition  of  "Consolidated Net  Income"),  plus  (C)  100%  of  the
aggregate  Net  Proceeds  of all equity issuances  consummated  during  the
Fiscal Year ending on such Adjustment Date.

     VII.6      Liens.  Incur, create or permit to exist any pledge,  Lien,
charge  or other encumbrance of any nature whatsoever with respect  to  any
real or personal property  now owned or hereafter acquired by any Borrower,
other than

          (a)   Liens  existing as of the date hereof and as set  forth  in
     Schedule 5.7 attached hereto;

          (b)  any Lien created under the Loan Documents;

          (c)   Liens  imposed by law for taxes, assessments or charges  of
     any  Governmental Authority for claims not yet due or which are  being
     contested   in  good  faith  by  appropriate  proceedings   diligently
     conducted  and  with  respect  to which  adequate  reserves  or  other
     appropriate provisions are being maintained in accordance with GAAP;

          (d)    statutory  Liens  of  landlords  and  Liens  of  carriers,
     warehousemen,  mechanics,  materialmen,  repairmen  and  other   Liens
     imposed  by law or created in the ordinary course of business  and  in
     existence  less  than  90 days from the date of creation  thereof  for
     amounts  not  yet due or which are being contested in  good  faith  by
     appropriate proceedings diligently conducted and with respect to which
     adequate reserves or other appropriate provisions are being maintained
     in accordance with GAAP;

          (e)   Liens  incurred or deposits made in the ordinary course  of
     business  (including,  without limitation,  surety  bonds  and  appeal
     bonds)   in   connection  with  workers'  compensation,   unemployment
     insurance and other types of social security benefits or to secure the
     performance  of tenders, bids, leases, contracts (other than  for  the
     repayment  of  Indebtedness), statutory obligations and other  similar
     obligations  or  arising  as  a  result  of  progress  payments  under
     government contracts;

                                       46

<PAGE>

          (f)   purchase  money  Liens to secure Indebtedness  incurred  to
     purchase   fixed  assets  or  Equipment,  provided  the   Indebtedness
     represents not less than 75% nor more than 100% of the purchase  price
     of  such  assets  as of the date of purchase thereof and  no  property
     other than the assets so purchased secures such Indebtedness;

          (g)   Liens to secure Indebtedness permitted under Section 7.7(d)
     hereof,  provided  such  Liens attach only to  assets  of  such  newly
     acquired  Borrower  and  do not attach to  the  assets  of  any  other
     Borrower;

          (h)   any  Lien  existing on any property or asset prior  to  the
     acquisition thereof by any Borrower;

          (i)   zoning restrictions, easements, rights-of-way, restrictions
     on use of real property and other similar encumbrances incurred in the
     ordinary  course  of  business  that,  in  the  aggregate,   are   not
     substantial in amount and do not materially detract from the value  of
     the property subject thereto or interfere with the ordinary conduct of
     the business of any Borrower; and

          (j)  any Lien represented by the interest of a lessor in property
     the subject of a capital lease permitted by this Agreement.

     VII.7      Consolidated Indebtedness.  Incur, create, assume or permit
to exist any Consolidated Indebtedness, howsoever evidenced, except:

          (a)  Consolidated Indebtedness existing as of the date hereof and
     as  set  forth in Schedule 5.6 attached hereto and incorporated herein
     by  reference  and any extension, renewal or refinancing thereof  that
     does  not  increase  the  principal amount thereof  or  interest  rate
     payable   thereon  from  that  existing  immediately  prior  to   such
     extension,  renewal or refinancing; provided, none of the  instruments
     and  agreements  evidencing or governing such  Indebtedness  shall  be
     amended, modified or supplemented after the Closing Date to change any
     terms  of  subordination,  repayment or  rights  of  conversion,  put,
     exchange  or other rights from such terms and rights as in  effect  on
     the Closing Date;

          (b)   Consolidated Indebtedness owing to the Agent or any  Lender
     in connection with this Agreement, any Note or other Loan Document;

          (c)   the  endorsement of negotiable instruments for  deposit  or
     collection or similar transactions in the ordinary course of business;

          (d)   Consolidated Indebtedness of Borrowers acquired  after  the
     Closing Date, provided that (i) such Consolidated Indebtedness (A)  is
     recorded in the financial books and records of such Borrower prior  to
     such   acquisition,  (B)  was  not  incurred  by  such   Borrower   in
     anticipation  of  such  acquisition, and (C) is  incurred  upon  terms
     determined by Giant Holding in its good faith business judgment to  be
     more  economically advantageous to the Borrowers than the terms of  an
     Advance  hereunder,  (ii) immediately after such acquisition  and  the

                                       47

<PAGE>

     incurrence of such Consolidated Indebtedness, no Default or  Event  of
     Default  has  occurred  or  is  continuing  and  (iii)  the  aggregate
     principal  amount of such Consolidated Indebtedness  does  not  exceed
     $7,500,000;

          (e)   (i)  purchase  money  Consolidated  Indebtedness  and  (ii)
     Consolidated  Indebtedness  incurred  with  respect  to  financing  of
     Capital Expenditures, collectively under both clause (i) and (ii)  not
     to exceed an aggregate outstanding amount at any time of $10,000,000;

          (f)   other  Consolidated Indebtedness not otherwise  covered  by
     clauses (a) through (e) above, provided that the aggregate outstanding
     principal amount of all such other Consolidated Indebtedness permitted
     under this clause (f) shall in no event exceed $3,000,000 at any time.

     VII.8      Transfer  of  Assets.  Sell, lease, transfer  or  otherwise
dispose  of  any assets of any of the Borrowers other than (a) dispositions
of  Inventory  in  the  ordinary course of business;  (b)  dispositions  of
equipment that is substantially worn, damaged, obsolete or, in the judgment
of  the Borrowers, no longer best used or useful in its business which,  in
the  aggregate  during  any fiscal year, has a fair market  value  or  book
value,  whichever  is  less, of $500,000 or less and  is  not  replaced  by
equipment  having at least equivalent value; (c) dispositions of  equipment
provided that (i) such Equipment is replaced by Equipment of like  kind  or
function  and equal or greater value, (ii) the replacement Equipment  shall
be   acquired  prior  to  or  substantially  contemporaneously   with   any
disposition  of  the  Equipment  that is to  be  replaced,  and  (iii)  the
replacement Equipment shall be free and clear of Liens other than the Liens
permitted  by Section 7.6(e) hereof; and (d) other dispositions  of  assets
not exceeding $250,000 in aggregate sales price in any Fiscal Year.

     VII.9       Investments;  Acquisitions.   Make  any   acquisition   or
otherwise  purchase,  own,  invest in or  otherwise  acquire,  directly  or
indirectly, any stock or other securities, or make or permit to  exist  any
interest  whatsoever in any other Person or permit to exist  any  loans  or
advances  to any Person, except that Borrowers may maintain investments  or
invest in:

          (a)  Eligible Securities;

          (b)   investments existing as of the date hereof and as set forth
     in Schedule 7.9 attached hereto;

          (c)   accounts receivable arising and trade credit granted in the
     ordinary   course   of  business  and  any  securities   received   in
     satisfaction  or  partial  satisfaction  thereof  in  connection  with
     accounts  of  financially troubled Persons to  the  extent  reasonably
     necessary in order to prevent or limit loss;

          (d)  investments in, and loans and other extensions of credit to,
     another  Borrower provided, however, each loan or extension of  credit
     is  subordinated  to  the  Obligations on terms  satisfactory  to  the
     Lenders;

                                       48

<PAGE>

          (e)  loans to employees in the ordinary course of business in  an
     aggregate principal amount outstanding at any time of $500,000; and

          (f)   other  loans,  advances  and investments  in  an  aggregate
     principal amount at any time outstanding not to exceed $500,000.

Notwithstanding the foregoing, the Borrowers may make Acquisitions so  long
as:   (i)  immediately prior to and immediately after the  consummation  of
such  Acquisition,  no  Default or Event of Default  has  occurred  and  is
continuing,  (ii)  substantially all of the  sales  and  operating  profits
generated  by such Person (or assets) so acquired or invested  are  derived
from the same line or lines of business as then conducted by the Borrowers,
(iii)  pro forma historical financial statements as of the end of the  most
recently  completed  Fiscal  Year giving effect  to  such  Acquisition  are
delivered  to the Agent not less than five (5) Business Days prior  to  the
consummation  of  such  Acquisition, together  with  a  certificate  of  an
Authorized Representative demonstrating compliance with Sections 7.1,  7.2,
7.3,  7.4 and 7.5 hereof on a pro forma basis after giving effect  to  such
Acquisition,  (iv)  the aggregate amount of all Costs of Acquisition  shall
not  exceed  $10,000,000 during any Fiscal Year, and (v) in the  event  the
Person  so  acquired  is  not a Subsidiary, the Borrowers'  strategic  plan
includes additional investment in such Person sufficient for it to become a
Subsidiary.   All  expenditures for or acquisitions  of  fixed  or  capital
assets not constituting an Acquisition within the meaning of this Agreement
shall  be  deemed to be Capital Expenditures and therefore subject  to  the
provisions of Section 7.7 hereof.

     VII.10    Merger or Consolidation.  (a) Consolidate with or merge into
any  other Person, or (b) liquidate, wind-up or dissolve; provided that any
Borrower  may  merge into another Borrower and any Borrower may  effect  by
merger any acquisition complying with Section 7.9 hereof.

     VII.11    Change in Control.

          (a)  Cause, suffer or permit (i) any "person" or "group" (as such
     terms  are used in Sections 13(d) and 14(d) of the Securities Exchange
     Act  of  1934, as amended), to own or control, directly or indirectly,
     more  than  40% of the outstanding securities of Giant Holding  having
     voting  rights  in  the election of directors,  in  each  case  to  be
     determined  on  a  fully  diluted basis and taking  into  account  any
     outstanding securities or contract rights exercisable, exchangeable or
     convertible  into  equity interests or (ii)  individuals  who  at  the
     Closing  Date  constituted  the Board of Directors  of  Giant  Holding
     (together  with  any  new directors whose election  by  the  Board  of
     Directors  or  whose  nomination for election by the  stockholders  of
     Giant Holding was approved by a vote of a majority of the directors of
     Giant  Holding then still in office who were either directors of Giant
     Holding  at  the  Closing  Date or whose election  or  nomination  for
     election  was  previously  so approved) to cease  for  any  reason  to
     constitute  at  least two-thirds (2/3) of the Board  of  Directors  of
     Giant Holding then in office.

          (b)  Cause, suffer or permit any Person or group of Persons other
     than  any  Borrower as of the Closing Date to own or control, directly
     or  indirectly,  any capital stock of any Borrower  other  than  Giant
     Holding  having  voting rights in the election of  directors,  or  any
     other  equity  security or a security convertible into or exchangeable
     or  redeemable  for any equity security, other than the  ownership  or

                                       49

<PAGE>

     control  of  all  the  issued and outstanding  capital  stock  of  any
     Borrower  in the event the provisions of Section 7.8 hereof would  not
     be  violated  if  all  assets  of such  Borrower  were  sold,  leased,
     transferred or otherwise disposed.

     VII.12     Transactions with Affiliates. Enter into  any  transaction,
including,  without limitation, the purchase, sale, leasing or exchange  of
property,  real  or  personal, or the rendering of any  service,  with  any
Affiliate (other than another Borrower) of any Borrower, except (a) that an
Affiliate may render services to such Borrower for compensation at the same
rates  generally paid by Persons engaged in the same or similar  businesses
for  the  same  or similar services and (b) in the ordinary course  of  and
pursuant  to  the  reasonable  requirements  of  such  Borrower's  business
consistent with past practice of such Borrower, other than any transactions
with  Affiliates  of  any  Borrower which in the aggregate  do  not  exceed
$500,000.

     VII.13     Compliance with ERISA.  With respect to any  Pension  Plan,
Employee Benefit Plan or Multiemployer Plan:

          (a)   permit the occurrence of any Termination Event which  would
     result  in  a  liability to the Borrowers or any  ERISA  Affiliate  in
     excess of $1,000,000;

          (b)   permit  the present value of all benefit liabilities  under
     all  Pension Plans to exceed the current value of the assets  of  such
     Pension  Plans  allocable  to such benefit liabilities  by  more  than
     $15,000,000  and in any Fiscal Year make contributions  in  an  amount
     less than is required by actuarial calculations;

          (c)   permit  any  accumulated funding deficiency  in  excess  of
     $250,000  (as defined in Section 302 of ERISA and Section 412  of  the
     Code) with respect to any Pension Plan, whether or not waived;

          (d)    fail   to  make  any  contribution  or  payment   to   any
     Multiemployer Plan which the Borrowers or any ERISA Affiliate  may  be
     required  to  make under any agreement relating to such  Multiemployer
     Plan,  or any law pertaining thereto which results in or is likely  to
     result in a liability in excess of $250,000; or

          (e)   engage,  or permit any Borrower or any ERISA  Affiliate  to
     engage,  in any prohibited transaction under Section 406 of  ERISA  or
     Sections  4975  of  the  Code for which a civil  penalty  pursuant  to
     Section 502(i) of ERISA or a tax pursuant to Section 4975 of the  Code
     in excess of $250,000 may be imposed; or

          (f)   permit  the  establishment of  any  Employee  Benefit  Plan
     providing  post-retirement welfare benefits or establish or amend  any
     Employee Benefit Plan which establishment or amendment could result in
     liability  to  the Borrowers or any ERISA Affiliate  or  increase  the
     obligation  of the Borrowers or any ERISA Affiliate to a Multiemployer
     Plan  which liability or increase, individually or together  with  all
     similar liabilities and increases, is in excess of $1,000,000; or

                                       50

<PAGE>

          (g)   fail,  or  permit the Borrowers or any ERISA  Affiliate  to
     fail, to establish, maintain and operate each Employee Benefit Plan in
     compliance  with  the  provisions of ERISA, the Code,  all  applicable
     Foreign Benefit Laws and all other applicable laws and the regulations
     and  official  published interpretations thereof  in  the  event  such
     noncompliance  could reasonably be expected to result  in  a  Material
     Adverse Effect.

     VII.14    Fiscal Year.  Change its Fiscal Year.

     VII.15     Limitations  on  Sales  and  Leasebacks.   Enter  into  any
arrangement  with any Person providing for the leasing by any  Borrower  of
real or personal property which has been or is to be sold or transferred by
any  Borrower to such Person or to any other Person to whom funds have been
or  are  to be advanced by such Person on the security of such property  or
rental obligations of the Borrowers.

     VII.16    Negative Pledge Clauses.  Enter into any agreement with  any
Person other than the Agent and the Lenders pursuant to this Agreement  and
the  other Loan Documents which prohibits or limits the ability of  any  of
the  Borrowers to create, incur, assume or suffer to exist any  Lien,  upon
any  of  its  property, assets or revenues, whether now owned or  hereafter
acquired.


                                  ARTICLE VIII
                                  ------------
                       Events of Default and Acceleration
                       ----------------------------------
     VIII.1     Events  of  Default.  If any one or more of  the  following
events  (herein  called "Events of Default") shall  occur  for  any  reason
whatsoever  (and whether such occurrence shall be voluntary or  involuntary
or  come  about  or be effected by operation of law or pursuant  to  or  in
compliance  with any judgment, decree or order of any court or  any  order,
rule or regulation of any administrative or governmental body), that is  to
say:

          (a)  if default shall be made in the due and punctual payment  of
     the  principal  of any Loan, Reimbursement Obligation  or  Obligation,
     when and as the same shall be due and payable whether pursuant to  any
     provision  of  Article  II  or Article III  hereof,  at  maturity,  by
     acceleration or otherwise; or

          (b)  if default shall be made in the due and punctual payment  of
     any  amount  of  interest on any Loan or of any fees or other  amounts
     payable to any of the Lenders or the Agent under the Loan Documents on
     the  date on which the same shall be due and payable and such  default
     shall continue unremedied for more than two (2) Business Days; or

          (c)  if default shall be made in the performance or observance of
     any covenant set forth in Sections 6.7(a), 6.9, 6.11, 6.12, 6.19, 6.20
     or Article VII hereof;

          (d)   if a default shall be made in the performance or observance
     of,  or  shall  occur  under,  any covenant,  agreement  or  provision
     contained  in this Agreement or the Notes (other than as described  in

                                       51

<PAGE>

     clauses (a), (b) or (c) above) or any other agreement between  any  of
     the  Borrowers and any Lender creating or relating to any Consolidated
     Indebtedness  owing  by any of the Borrowers to any  Lender  and  such
     default  shall  continue  for 30 or more days  after  the  earlier  of
     receipt  of  notice  of such default by the Authorized  Representative
     from  the  Agent  or a senior officer of any of the Borrowers  becomes
     aware  of  such  default,  or  if  a default  shall  be  made  in  the
     performance  or  observance of, or shall occur  under,  any  covenant,
     agreement  or provision contained in any of the other Loan   Documents
     (beyond any applicable grace period, if any, contained therein) or  in
     any  instrument  or  document evidencing or creating  any  obligation,
     guaranty,  or  Lien  in favor of the Agent or any of  the  Lenders  or
     delivered  to  the Agent or any of the Lenders in connection  with  or
     pursuant  to this Agreement or any of the Obligations, or if any  Loan
     Document  ceases to be in full force and effect (other than by  reason
     of  any action by the Agent), or if without the written consent of the
     Agent  and  the  Lenders, this Agreement or any other   Loan  Document
     shall  be  disaffirmed  or  shall  terminate,  be  terminable  or   be
     terminated  or become void or unenforceable for any reason  whatsoever
     (other than in accordance with its terms in the absence of default  or
     by reason of any action by the Lenders or the Agent); or

          (e)   if  a default shall occur, which is not waived, (i) in  the
     payment  of  any  principal, interest, premium or other  amounts  with
     respect to any Consolidated Indebtedness (other than the Loans and the
     Consolidated Indebtedness owing to any Lender) of any of the Borrowers
     in  an amount not less than $500,000 in the aggregate outstanding,  or
     (ii)  in  the  performance, observance or fulfillment of any  term  or
     covenant contained in any agreement or instrument under or pursuant to
     which  any  such  Consolidated  Indebtedness  may  have  been  issued,
     created, assumed, guaranteed or secured by any of  the Borrowers,  and
     such default shall continue for more than the period of grace, if any,
     therein specified, and if such default shall permit the holder of  any
     such Indebtedness to accelerate the maturity thereof; or

          (f)   if any material representation, warranty or other statement
     of fact contained herein or any other Loan Document or in any writing,
     certificate, report or statement at any time furnished to the Agent or
     any  Lender  by  or  on  behalf of the Borrowers  pursuant  to  or  in
     connection  with  this  Agreement or  the  other  Loan  Documents,  or
     otherwise,  shall be false or misleading in any material respect  when
     given; or

          (g)   if  any of  the Borrowers shall be unable to pay its  debts
     generally as they become due; file a petition to take advantage of any
     insolvency  statute;  make  an  assignment  for  the  benefit  of  its
     creditors;  commence a proceeding for the appointment of  a  receiver,
     trustee,  liquidator or conservator of itself or of the whole  or  any
     substantial  part of its property; file a petition or  answer  seeking
     reorganization  or  arrangement or similar relief  under  the  federal
     bankruptcy laws or any other applicable law or statute; or

          (h)   if  a court of competent jurisdiction shall enter an order,
     judgment   or  decree  appointing  a  custodian,  receiver,   trustee,
     liquidator or conservator of any of the Borrowers or of the  whole  or
     any  substantial  part of its properties and such order,  judgment  or
     decree  continues unstayed and in effect for a period  of  sixty  (60)
     days,  or  approve  a  petition filed against any  of   the  Borrowers
     seeking  reorganization  or arrangement or similar  relief  under  the

                                       52

<PAGE>

     federal bankruptcy laws or any other applicable law or statute of  the
     United States of America or any state, which petition is not dismissed
     within  sixty (60) days; or if, under the provisions of any other  law
     for  the  relief or aid of debtors, a court of competent  jurisdiction
     shall  assume custody or control of any of  the Borrowers  or  of  the
     whole or any substantial part of its properties, which control is  not
     relinquished within sixty (60) days; or if there is commenced  against
     any  of   the  Borrowers any proceeding or petition seeking reorganiza
     tion, arrangement or similar relief under the federal bankruptcy  laws
     or any other applicable law or statute of the United States of America
     or  any state which proceeding or petition remains undismissed  for  a
     period  of  sixty  (60) days; or if any of  the  Borrowers  takes  any
     action  to  indicate its consent to or approval of any such proceeding
     or petition; or

          (i)  if (i) any judgment where the amount not reasonably expected
     to  be  covered  by insurance (or the amount as to which  the  insurer
     denies liability) is in excess of $250,000 is rendered against any  of
     the Borrowers and remains unpaid, unstayed, undischarged, unbonded  or
     undismissed  for  a period of sixty (60) days, or (ii)  there  is  any
     attachment,  injunction or execution against  any  of  the  Borrowers'
     properties  for any amount in excess of $250,000, and such attachment,
     injunction   or  execution  remains  unpaid,  unstayed,  undischarged,
     unbonded  or undismissed for a period of sixty (60) days or (iii)  any
     fine or fines for violation or alleged violation of Environmental Laws
     in  excess of $2,000,000 in any Fiscal Year is rendered against any of
     the Borrowers; or

          (j)   if  any of the Borrowers shall, other than in the  ordinary
     course  of business (as determined by past practices), suspend all  or
     any part of its operations material to the conduct of the business  of
     such Borrower for a period of more than 120 days; or

          (k)   if  any of  the Borrowers shall breach any of the  material
     terms  or conditions of any Swap Agreement among the Lenders and  such
     breach  shall  continue  beyond any grace  period,  if  any,  relating
     thereto pursuant to its terms;

then,  and in any such event and at any time thereafter, if such  Event  of
Default or any other Event of Default shall have not been waived,

                (a)  either or both of the following actions may be  taken:
               (i)  the  Agent,  with the consent of the Required  Lenders,
               may,  and  at  the direction of the Required Lenders  shall,
               declare  any  obligation  of the  Lenders  to  make  further
               Revolving Loans terminated, whereupon the obligation of each
               Lender  to make further Revolving Loans and of Issuing  Bank
               to  issue  Letters  of  Credit,  hereunder  shall  terminate
               immediately,  and (ii) the Agent shall at the  direction  of
               the Required Lenders, at their option, declare by notice  to
               an  Authorized Representative any or all of the  Obligations
               to  be  immediately due and payable, and the same, including
               all  interest  accrued thereon and all other obligations  of
               the  Borrowers to the Agent and the Lenders, shall forthwith
               become  immediately  due  and payable  without  presentment,
               demand, protest, notice or other formality of any kind,  all
               of  which  are  hereby expressly waived, anything  contained
               herein  or  in any instrument evidencing the Obligations  to

                                       53

<PAGE>

               the   contrary  notwithstanding;  provided,  however,   that
               notwithstanding the above, if there shall occur an Event  of
               Default  under clause (g) or (h) above, then the  obligation
               of  the  Lenders  to  make Revolving Loans  hereunder  shall
               automatically  terminate and any and all of the  Obligations
               shall  be  immediately due and payable without the necessity
               of any action by the Agent or the Required Lenders or notice
               to the Agent or the Lenders;

                (b)  The Borrowers shall, upon demand of the Agent  or  the
               Required  Lenders, deposit cash with the Agent in an  amount
               equal to the amount of any Letter of Credit Outstandings, as
               collateral security for the repayment of any future drawings
               or  payments under such Letters of Credit, and such  amounts
               shall  be  held by the Agent pursuant to the  terms  of  the
               applicable Application for Letter of Credit; and

                (c) the Agent and each of the Lenders shall have all of the
               rights  and  remedies available under the Loan Documents  or
               under any applicable law.

     VIII.2     Agent  to Act.  In case any one or more Events  of  Default
shall  occur and not have been waived, the Agent may, and at the  direction
of  the Required Lenders shall, proceed to protect and enforce their rights
or  remedies either by suit in equity or by action at law, or both, whether
for  the specific performance of any covenant, agreement or other provision
contained  herein or in any other Loan Document, or to enforce the  payment
of the Obligations or any other legal or equitable right or remedy.

     VIII.3    Cumulative Rights.  No right or remedy herein conferred upon
the Lenders or the Agent is intended to be exclusive of any other rights or
remedies  contained herein or in any other Loan Document,  and  every  such
right or remedy shall be cumulative and shall be in addition to every other
such  right  or  remedy contained herein and therein or  now  or  hereafter
existing at law or in equity or by statute, or otherwise.

     VIII.4     No  Waiver.   No  course of  dealing  between  any  of  the
Borrowers and any Lender or the Agent or any failure or delay on  the  part
of  any Lender or the Agent in exercising any rights or remedies under  any
Loan Document or otherwise available to it shall operate as a waiver of any
rights  or  remedies and no single or partial exercise  of  any  rights  or
remedies  shall operate as a waiver or preclude the exercise of  any  other
rights  or  remedies hereunder or of the same right or remedy on  a  future
occasion.

     VIII.5    Allocation of Proceeds.  If an Event of Default has occurred
and  not  been  waived, and the maturity of the Notes has been  accelerated
pursuant  to  Article  IX  hereof,  all  payments  received  by  the  Agent
hereunder, in respect of any principal of or interest on the Obligations or
any  other  amounts payable by the Borrowers hereunder shall be applied  by
the Agent in the following order:

                                       54

<PAGE>

          (a)   amounts  due  to Issuing Bank and the Lenders  pursuant  to
     Sections 2.8, 2A.3, 2A.4 and 10.6 hereof;

          (b)  amounts due to the Agent pursuant to Section 9.10 hereof;

          (c)  payments of interest on Loans and Reimbursement Obligations;

          (d)    payments   of   principal  on  Loans   and   Reimbursement
     Obligations;

          (e)   payment of cash amounts to the Agent in respect of  Letters
     of Credit Outstandings pursuant to Section 8.1(B) hereof;

          (f)   amounts  due to the Lenders pursuant to Sections  6.14  and
     10.10 hereof;

          (g)   payments of all other amounts due under this Agreement,  if
     any, to be applied for the ratable benefit of the Lenders; and

          (h)   any  surplus  remaining after application as  provided  for
     herein, to the Borrowers or otherwise as may be required by applicable
     law.


                           ARTICLE IX
                           ----------
                           The Agent
                           ---------
     IX.1  Appointment.   Each  Lender hereby  irrevocably  designates  and
appoints  SouthTrust as the Agent of the Lenders under this Agreement,  and
each  of the Lenders hereby irrevocably authorizes SouthTrust as the  Agent
for such Lender, to take such action on its behalf under the provisions  of
this Agreement and the other Loan Documents and to exercise such powers  as
are  expressly  delegated  to the Agent by the  terms  of  this  Agreement,
together with such other powers as are reasonably incidental thereto.   The
Agent shall not have any duties or responsibilities, except those expressly
set  forth  herein, or any fiduciary relationship with any of the  Lenders,
and  no implied covenants, functions, responsibilities, duties, obligations
or liabilities shall be read into this Agreement or otherwise exist against
the Agent.

     IX.2 Attorneys-in-fact.  The Agent may execute any of its duties under
this  Agreement  by  or through agents or attorneys-in-fact  and  shall  be
entitled  to  advice of counsel concerning all matters pertaining  to  such
duties.   The  Agent  shall not be responsible for the  negligence  of  any
agents or attorneys-in-fact selected by it with reasonable care.

     IX.3  Limitation  on  Liability.  Neither the Agent  nor  any  of  its
officers, directors, employees, agents or attorneys-in-fact shall be liable
to  the Lenders for any action lawfully taken or omitted to be taken by  it
or  them under or in connection with this Agreement except for its or their
own  gross negligence or willful misconduct.  Neither the Agent nor any  of
its affiliates shall be responsible in any manner to any of the Lenders for
any  recitals, statements, representations or warranties made by any of the

                                       55

<PAGE>

Borrowers  or  any  officer  or representative thereof  contained  in  this
Agreement  or  in  any of the other Loan Documents, or in any  certificate,
report,  statement  or other document referred to or  provided  for  in  or
received  by the Agent under or in connection with this Agreement,  or  for
the   value,   validity,  effectiveness,  genuineness,  enforceability   or
sufficiency  of this Agreement or any of the other Loan Documents,  or  for
any  failure of any of the Borrowers to perform its obligations thereunder,
or for any recitals, statements, representations or warranties made, or for
the   value,   validity,  effectiveness,  genuineness,  enforceability   or
sufficiency of any collateral.  The Agent shall not be under any obligation
to  any  of the Lenders to ascertain or to inquire as to the observance  or
performance of any of the terms, covenants or conditions of this  Agreement
or  any of the other Loan Documents on the part of any of the Borrowers  or
to inspect the properties, books or records of any of the Borrowers.

     IX.4  Reliance.   The Agent shall be entitled to rely,  and  shall  be
fully  protected  in  relying, upon any Note, writing, resolution,  notice,
consent  certificate, affidavit, letter, cablegram, telegram,  telecopy  or
telex  message, statement, order or other document or conversation believed
by  it  to be genuine and correct and to have been signed, sent or made  by
the  proper  Person  or  Persons and upon advice and  statements  of  legal
counsel   (including,  without  limitation,  counsel  to  the   Borrowers),
independent accountants and other experts selected by the Agent.  The Agent
may  deem  and  treat the payee of any Note as the owner  thereof  for  all
purposes  unless an Assignment shall have been filed with and  accepted  by
the  Agent.   The Agent shall be fully justified in failing or refusing  to
take  any action under this Agreement unless it shall first receive  advice
or  concurrence of the Lenders or the Required Lenders as provided in  this
Agreement  or  it  shall first be indemnified to its  satisfaction  by  the
Lenders against any and all liability and expense which may be incurred  by
it  by  reason of taking or continuing to take any such action.  The  Agent
shall  in  all  cases be fully protected in acting, or in  refraining  from
acting,  under this Agreement in accordance with a request of the  Required
Lenders,  and such request and any action taken or failure to act  pursuant
thereto  shall be binding upon all the Lenders and all present  and  future
holders of the Notes.

     IX.5  No  Representations.   Each Lender expressly  acknowledges  that
neither the Agent nor any of its affiliates has made any representations or
warranties  to  it and that no act by the Agent hereafter taken,  including
any  review  of the affairs of the Borrowers, shall be deemed to constitute
any  representation  or warranty by the Agent to any Lender.   Each  Lender
represents  to  the Agent that it has, independently and  without  reliance
upon  the  Agent  or  any  other Lender, and based on  such  documents  and
information  as  it has deemed appropriate, made its own appraisal  of  and
investigation  into  the  financial condition,  creditworthiness,  affairs,
status and nature of the Borrowers and made its own decision to enter  into
this  Agreement.   Each Lender also represents that it will,  independently
and  without reliance upon the Agent or any other Lender, and based on such
documents  and  information  as  it shall deem  appropriate  at  the  time,
continue  to  make  its own credit analysis, appraisals  and  decisions  in
taking  or  not  taking  action  under this  Agreement  and  to  make  such
investigation as it deems necessary to inform itself as to the  status  and
affairs,  financial  or otherwise, of each of  the Borrowers.   Except  for
notices, reports and other documents expressly required to be furnished  to
the  Lenders by the Agent hereunder, the Agent shall not have any  duty  or
responsibility  to provide any Lender with any credit or other  information
concerning  the  affairs, financial condition or business of  each  of  the
Borrowers  which may come into the possession of the Agent or  any  of  its
affiliates.

                                       56

<PAGE>

     IX.6  Indemnification.  Each of the Lenders agrees  to  indemnify  the
Agent  in  its  capacity  as  such (to the extent  not  reimbursed  by  the
Borrowers and without limiting any obligations of the Borrowers so to  do),
ratably  according  to the respective principal amount  of  the  Notes  and
Participations  held  by  them  (or, if  no  Notes  or  Participations  are
outstanding,  ratably  in  accordance  with  their  respective   Applicable
Commitment  Percentages as then in effect) from and  against  any  and  all
liabilities,  obligations, losses (excluding any  losses  suffered  by  the
Agent as a result of Borrowers' failure to pay any fee owing to the Agent),
damages,   penalties,  actions,  judgments,  suits,  costs,   expenses   or
disbursements  of  any  kind or nature whatsoever which  may  at  any  time
(including  without  limitation at any time following the  payment  of  the
Notes) be imposed on, incurred by or asserted against the Agent in any  way
relating  to or arising out of this Agreement, the other Loan Documents  or
any  other  document  contemplated by or referred to herein  or  the  trans
actions  contemplated hereby or any action taken or omitted  by  the  Agent
under  or in connection with any of the foregoing; provided that no  Lender
shall  be  liable  for  the  payment of any portion  of  such  liabilities,
obligations, losses, damages, penalties, actions, judgments, suits,  costs,
expenses  or  disbursements  resulting from the Agent's  gross  negligence,
fraud,  intentional tortious conduct or willful misconduct.  The agreements
in  this  subsection shall survive the payment of the Obligations  and  the
termination of this Agreement.

     IX.7  Lender.  The Agent and its affiliates may make loans to,  accept
deposits from and generally engage in any kind of business with each of the
Borrowers as though it were not the Agent hereunder.  With respect  to  its
Loans made or renewed by it and any Note issued to it, the Agent shall have
the  same  rights  and powers under this Agreement as any  Lender  and  may
exercise  the same as though it were not the Agent, and the terms  "Lender"
and  "Lenders" shall, unless the context otherwise indicates,  include  the
Agent in its individual capacity.

     IX.8  Resignation.   If the Agent shall resign  as  Agent  under  this
Agreement, then the Required Lenders may appoint, with the consent, so long
as  there  shall not have occurred and be continuing a Default or Event  of
Default,  of  the  Borrowers,  which  consent  shall  not  be  unreasonably
withheld, a successor Agent for the Lenders, which successor Agent shall be
a  commercial  bank organized under the laws of the United  States  or  any
state  thereof,  having a combined surplus and capital  of  not  less  than
$500,000,000, whereupon such successor Agent shall succeed to  the  rights,
powers  and  duties of the former Agent and the obligations of  the  former
Agent shall be terminated and canceled, without any other or further act or
deed  on  the  part  of  such former Agent or any of the  parties  to  this
Agreement; provided, however, that the former Agent's resignation shall not
become  effective  until such successor Agent has been  appointed  and  has
succeeded of record to all right, title and interest in any collateral held
by  the  Agent;  provided, further, that if the Required  Lenders  and,  if
applicable,  the  Borrowers cannot agree as to  a  successor  Agent  within
ninety  (90)  days  after  such resignation,  the  Agent  shall  appoint  a
successor  Agent  which  satisfies the criteria set  forth  above  in  this
Section  9.8 for a successor Agent and the parties hereto agree to  execute
whatever documents are necessary to effect such action under this Agreement
or  any  other  document  executed pursuant to  this  Agreement;  provided,
however  that in such event all provisions of this Agreement and  the  Loan
Documents,  shall  remain  in full force and effect.   After  any  retiring
Agent's  resignation hereunder as Agent, the provisions of this Article  IX
shall  inure to its benefit as to any actions taken or omitted to be  taken
by it while it was Agent under this Agreement.

                                       57

<PAGE>

     IX.9  Sharing of Payments, etc.  Each Lender agrees that if it  shall,
through the exercise of a right of banker's lien, set-off, counterclaim  or
otherwise,  obtain  payment  with respect to its  Obligations  (other  than
pursuant to Article III) which results in its receiving more than  its  pro
rata share of the aggregate payments with respect to all of the Obligations
(other  than  any  payment pursuant to Article III), then (a)  such  Lender
shall  be deemed to have simultaneously purchased from the other Lenders  a
share  in their Obligations so that the amount of the Obligations  held  by
each  of the Lenders shall be pro rata and (b) such other adjustments shall
be  made from time to time as shall be equitable to insure that the Lenders
share  such payments ratably; provided, however, that for purposes of  this
Section  9.9  the term "pro rata" shall be determined with respect  to  the
Revolving  Credit  Commitment of each Lender and  to  the  Total  Revolving
Credit  Commitments after subtraction in each case of amounts, if  any,  by
which  any  such Lender has not funded its share of the outstanding  Loans,
Participations and Obligations.  If all or any portion of any  such  excess
payment  is thereafter recovered from the Lender which received  the  same,
the  purchase provided in this Section 9.9 shall be rescinded to the extent
of such recovery, without interest.  The Borrowers expressly consent to the
foregoing  arrangements and agree that each Lender so purchasing a  portion
of  the  other  Lenders'  Obligations may exercise all  rights  of  payment
(including,  without limitation, all rights of set-off,  banker's  lien  or
counterclaim) with respect to such portion as fully as if such Lender  were
the direct holder of such portion.

     IX.10      Fees.   The Borrowers agree to pay to the  Agent,  for  its
individual account, an annual Agent's fee as from time to time agreed to by
the Borrowers and Agent in writing.


                                   ARTICLE X
                                   ---------
                                 Miscellaneous
                                 -------------
     X.1   Confidentiality.  Each Lender agrees to take and  to  cause  its
Affiliates to take normal and reasonable precautions and exercise due  care
to   maintain   the  confidentiality  of  all  information  identified   as
"confidential"  or  "secret" by the Borrowers and provided  to  it  by  any
Borrower  or by the Agent on the Borrowers' behalf under this Agreement  or
any  other Loan Document, and neither such Lender nor any of its Affiliates
shall  use  any  such  information other than  in  connection  with  or  in
enforcement of this Agreement and the other Loan Documents or in connection
with  other  business  now or hereafter existing or contemplated  with  any
Borrower;  except  to  the  extent  such information  (i)  was  or  becomes
generally  available to the public other than as a result of disclosure  by
such  Lender, or (ii) was or becomes available on a non-confidential  basis
from a source other than a Borrower, provided that such source is not bound
by  a  confidentiality agreement with any Borrower known  to  such  Lender;
provided, however, that any Lender may disclose such information (A) at the
request  or  pursuant to any requirement of any Governmental  Authority  to
which  such Lender is subject or in connection with an examination of  such
Lender  by  any  such authority; (B) pursuant to subpoena  or  other  court
process;  (C)  when required to do so in accordance with the provisions  of
any applicable requirement of law; (D) to the extent reasonably required in
connection  with  any litigation or proceeding to which the  Agent  or  any
Lender  or  any  of their respective Affiliates may be party;  (E)  to  the
extent  reasonably required in connection with the exercise of  any  remedy

                                       58

<PAGE>

hereunder  or  under  any  other  Loan  Document;  (F)  to  such   Lender's
independent  auditors  and  other  professional  advisors;   (G)   to   any
participant  or assignee of any Lender, actual or potential, provided  that
such Person agrees in writing to keep such information confidential to  the
same extent required of the Lenders hereunder ; (H) as to any Lender or its
Affiliate, as expressly permitted under the terms of any other document  or
agreement  regarding confidentiality to which any Borrower is party  or  is
deemed party with such Lender or such Affiliate; and (I) to its Affiliates.

     X.2  Assignments and Participations.

          (a)  At any time after the Closing Date each Lender may, with the
     prior consent of the Agent and the Borrowers, which consents shall not
     be  unreasonably  withheld, assign to one or more banks  or  financial
     institutions all or a portion of its rights and obligations under this
     Agreement (including, without limitation, all or a portion of the Note
     payable  to its order); provided, that (i) each such assignment  shall
     be  of a constant and not a varying percentage of all of the assigning
     Lender's  rights  and obligations (including the Revolving  Loans  and
     Participations)  under  this  Agreement,  (ii)  for  each   assignment
     involving  the  issuance and transfer of a Note, the assigning  Lender
     shall  execute  an Assignment and Acceptance and the Borrowers  hereby
     consent  to  execute  a  replacement  Note  to  give  effect  to   the
     assignment, (iii) the minimum Revolving Credit Commitment which  shall
     be  assigned is $5,000,000 (together with which the assigning Lender's
     applicable  portion  of  Participations  and  the  Letter  of   Credit
     Commitment shall also be assigned), (iv) such assignee shall  have  an
     office located in the United States, (v) an assignment (other than  an
     assignment of 100% of its Interest) by Issuing Bank shall not  include
     any portion of the obligation to issue Letters of Credit,  and (vi) no
     consent  of the Borrowers or the Agent shall be required in connection
     with  any assignment by a Lender to another Lender or to such Lender's
     affiliate.   Upon  such execution, delivery, approval and  acceptance,
     from  and  after  the effective date specified in each Assignment  and
     Acceptance,  (x) the assignee thereunder shall be a party hereto  and,
     to the extent that rights and obligations hereunder or under such Note
     have been assigned or negotiated to it pursuant to such Assignment and
     Acceptance, have the rights and obligations of a Lender hereunder  and
     a  holder of such Note and (y) the assignor thereunder shall,  to  the
     extent  that rights and obligations hereunder or under such Note  have
     been  assigned  or  negotiated by it pursuant to such  Assignment  and
     Acceptance, relinquish its rights and be released from its obligations
     under this Agreement.  Any Lender who makes an assignment (other  than
     an  assignment pursuant to clause (v) above) shall pay to the Agent  a
     one-time  administrative  fee of $5,000.00  which  fee  shall  not  be
     reimbursed by the Borrowers.

          (b)   By  executing and delivering an Assignment and  Acceptance,
     the Lender assignor thereunder and the assignee thereunder confirm  to
     and agree with each other and the other parties hereto as follows: (i)
     the assignment made under such Assignment and Acceptance is made under
     such  Assignment and Acceptance without recourse; (ii) such  assigning
     Lender   makes   no  representation  or  warranty   and   assumes   no
     responsibility with respect to the financial condition of any  of  the
     Borrowers or the performance or observance by any of the Borrowers  of
     any of its obligations under any Loan Document or any other instrument
     or  document  furnished pursuant hereto; (iii) such assignee  confirms
     that it has received a copy of this Agreement, together with copies of
     the  financial  statements delivered pursuant  to  Section  5.6(a)  or

                                       59

<PAGE>

     Section  6.1,  as the case may be, and such other Loan  Documents  and
     other  documents and information as it has deemed appropriate to  make
     its own credit analysis and decision to enter into such Assignment and
     Acceptance;  (iv)  such  assignee  will,  independently  and   without
     reliance upon the Agent, such assigning Lender or any other Lender and
     based  on  such documents and information as it shall deem appropriate
     at  the  time, continue to make its own credit decisions in taking  or
     not taking action under this Agreement; (v) such assignee appoints and
     authorizes the Agent to take such action as agent on its behalf and to
     exercise  such  powers under this Agreement, the Notes and  the  other
     Loan  Documents as are delegated to the Agent by the terms hereof  and
     thereof,  together  with  such  powers as  are  reasonably  incidental
     thereto;  and  (vi)  such  assignee agrees that  it  will  perform  in
     accordance with their terms all of the obligations which by the  terms
     of this Agreement are required to be performed by it as a Lender and a
     holder of such Notes.

          (c)  The Agent shall maintain at its address referred to herein a
     copy  of  each Assignment and Acceptance delivered to and accepted  by
     it.

          (d)  Upon its receipt of an Assignment and Acceptance executed by
     an assigning Lender, the Agent shall give prompt notice thereof to the
     Authorized Representative.

          (e)   Nothing  herein shall prohibit any Lender from pledging  or
     assigning, without notice or consent, any Note to any Federal  Reserve
     Bank in accordance with applicable law.

          (f)  Each Lender may sell participations at its expense to one or
     more banks or other entities as to all or a portion of its rights  and
     obligations  under  this Agreement; provided, that (i)  such  Lender's
     obligations  under  this Agreement shall remain unchanged,  (ii)  such
     Lender shall remain solely responsible to the other parties hereto for
     the  performance of such obligations, (iii) such Lender  shall  remain
     the holder of any Note issued to it for the purpose of this Agreement,
     (iv)  such  participations shall be in a minimum amount of  $1,000,000
     and shall include an allocable portion of such Lender's Participation,
     and  (v) each of the Borrowers, the Agent and the other Lenders  shall
     continue  to  deal solely and directly with such Lender in  connection
     with  such  Lender's rights and obligations under this  Agreement  and
     with  regard to any and all payments to be made under this  Agreement;
     provided,  that the participation agreement between a Lender  and  its
     participants may provide that such Lender will obtain the approval  of
     such  participant prior to such Lender's agreeing to any amendment  or
     waiver of any provisions of this Agreement which would (A) extend  the
     maturity  of any Note, (B) reduce the interest rate hereunder  or  (C)
     increase  the  Revolving Credit Commitment of the Lender granting  the
     participation,  and  (vi)  the sale of any such  participations  which
     require any of the Borrowers to file a registration statement with the
     United  States  Securities  and  Exchange  Commission  or  under   the
     securities regulations or laws of any state shall not be permitted.

          (g)   None of the Borrowers may assign any rights, powers, duties
     or  obligations  under  this Agreement or  the  other  Loan  Documents
     without the prior written consent of all the Lenders.

                                       60

<PAGE>

     X.3   Notices.  Any notice shall be conclusively deemed to  have  been
received by any party hereto and be effective on the day on which delivered
to  such party (against receipt therefor) at the address set forth below or
such  other  address as such party shall specify to the  other  parties  in
writing  (or,  in the case of notice by telecopy, telegram or telex  (where
the  receipt of such message is verified by return) expressly provided  for
hereunder, when received at such telecopy or telex number as may from  time
to  time  be  specified in written notice to the other  parties  hereto  or
otherwise  received), or if sent prepaid by certified  or  registered  mail
return  receipt requested on the fifth Business Day after the day on  which
mailed, addressed to such party at said address:

          (a)  if to any of  the Borrowers:

               Giant Cement Holding, Inc.
               320-D Midland Parkway
               Summerville, South Carolina 29485
               Attn:     Terry L. Kinder
                         Vice President and Chief Financial Officer
               Telephone:     (803) 851-9898
               Telefacsimile: (803) 851-9876

               and a copy to:

               Keystone Cement Company
               Post Office Box A
               Bath, Pennsylvania 18014-0058
               Attn:     Gary L. Pechota
                         President and CEO
               Telephone:     (610) 837-2260
               Telefacsimile: (610) 837-2217

          (b)  if to the Agent:

               SouthTrust Bank of Alabama, National Association
               420 North 20th Street
               Birmingham, Alabama  35203
               Attention:  Steven W. Davis
               Telephone:     (205) 254-5555
               Telefacsimile: (205) 254-4240

               with a copy to:

               SouthTrust Bank of Alabama, National Association
               150 2nd Avenue North
               Suite 470
               St. Petersburg, Florida 33701
               Attention:  Juliette S. Stapf
               Telephone:     (813) 898-4630
               Telefacsimile: (813) 898-5319

                                       61

<PAGE>

          (c)  if to the Lenders:

               At the addresses set forth on the signature pages hereof and
               on the signature page of each Assignment and Acceptance.

     X.4   Setoff.   Each of the Borrowers agrees that the Agent  and  each
Lender shall have a lien for all the Obligations of the Borrowers upon  all
deposits  or deposit accounts, of any kind, or any interest in any deposits
or   deposit   accounts  thereof,  now  or  hereafter  pledged,  mortgaged,
transferred  or  assigned to the Agent or such Lender or otherwise  in  the
possession  or  control  of  the  Agent or  such  Lender  (other  than  for
safekeeping)  for any purpose for the account or benefit of  such  Borrower
and  including any balance of any deposit account or of any credit of  such
Borrower  with the Agent or such Lender, whether now existing or  hereafter
established, hereby authorizing the Agent and each Lender at  any  time  or
times  with  or  without prior notice to apply such balances  or  any  part
thereof  to  such of the Obligations of the Borrowers to the  Lenders  then
past  due  and in such amounts as they may elect, and whether  or  not  the
collateral or the responsibility of other Persons primarily, secondarily or
otherwise  liable  may  be  deemed adequate.   For  the  purposes  of  this
paragraph,  all  remittances and property shall be  deemed  to  be  in  the
possession of the Agent or such Lender as soon as the same may  be  put  in
transit to it by mail or carrier or by other bailee.

     X.5    Survival.   All  covenants,  agreements,  representations   and
warranties made herein shall survive the making by the Lenders of the Loans
and  the  execution and delivery to the Lenders of this Agreement  and  the
Notes  and  shall  continue in full force and effect  so  long  as  any  of
Obligations  remain outstanding or any Lender has any commitment  hereunder
or  the  Borrowers  have continuing obligations hereunder unless  otherwise
provided herein.  Whenever in this Agreement, any of the parties hereto  is
referred  to, such reference shall be deemed to include the successors  and
permitted  assigns  of  such  party  and  all  covenants,  provisions   and
agreements  by  or on behalf of the Borrowers which are contained  in  this
Agreement,  the  Notes  and the other Loan Documents  shall  inure  to  the
benefit  of the successors and permitted assigns of the Lenders or  any  of
them.

     X.6   Expenses.   Each of the Borrowers jointly and  severally  agrees
(a)  to  pay  or  reimburse the Agent for all its reasonable  out-of-pocket
costs and expenses incurred in connection with the preparation, negotiation
and  execution of, and any amendment, supplement or modification  to,  this
Agreement  or  any of the other Loan Documents (including  travel  expenses
relating to closing), and the consummation of the transactions contemplated
hereby and thereby, including, without limitation, the reasonable fees  and
disbursements of counsel to the Agents,  (b) to pay or reimburse the  Agent

                                       62

<PAGE>

and  each  of  the  Lenders for all their costs and  expenses  incurred  in
connection  with the enforcement (only from and after the occurrence  of  a
Default  or  Event  of Default) or preservation of any  rights  under  this
Agreement  and the other Loan Documents, including without limitation,  the
reasonable  fees  and disbursements of their counsel and  any  payments  in
indemnification or otherwise payable by the Lenders to the  Agent  pursuant
to the Loan Documents and (c) to pay, indemnify and hold the Agent and each
of  the Lenders harmless from any and all recording and filing fees and any
and  all liabilities with respect to, or resulting from any failure to  pay
or  delay in paying, documentary, stamp, excise and other similar taxes, if
any,  which  may be payable or determined to be payable in connection  with
the  execution and delivery of this Agreement or any other Loan  Documents,
or  consummation of any amendment, supplement or modification  of,  or  any
waiver or consent under or in respect of, this Agreement or any other  Loan
Documents.

     X.7    Amendments.   No  amendment,  modification  or  waiver  of  any
provision of this Agreement or any of the Loan Documents and no consent  by
the  Lenders  to any departure therefrom by any of the Borrowers  shall  be
effective unless such amendment, modification or waiver shall be in writing
and  signed by the Agent, shall have been approved by the Required  Lenders
through  their  written consent, and the same shall then be effective  only
for  the  period and on the conditions and for the specific  instances  and
purposes  specified  in  such writing; provided,  however,  that,  no  such
amendment, modification or waiver

               (i)   which  changes,  extends or waives  any  provision  of
          Section  9.9 or this Section 10.6, the amount of or the due  date
          of  any  scheduled installment of or the rate of interest payable
          on  any  Obligation,  which changes the  definition  of  Required
          Lenders,  which permits an assignment by any of the Borrowers  of
          its Obligations hereunder, which reduces the required consent  of
          Lenders provided hereunder, which increases, decreases or extends
          the   Revolving  Credit  Commitment  or  the  Letter  of   Credit
          Commitment  of any Lender, which waives any Default or  Event  of
          Default  under Section 8.1(g) or (h) hereof or which  waives  any
          condition to the making of any Loan shall be effective unless  in
          writing and signed by each of the Lenders; or

               (ii)  which  affects the rights, privileges,  immunities  or
          indemnities of the Agent shall be effective unless in writing and
          signed by the Agent.

Notwithstanding any provision of the other Loan Documents to the  contrary,
as  between the Agent and the Lenders, execution by the Agent shall not  be
deemed  conclusive evidence that the Agent has obtained the written consent
of  the  Required Lenders.  No notice to or demand on any of  the Borrowers
in  any  case shall entitle any of  the Borrowers to any other  or  further
notice  or  demand in similar or other circumstances, except  as  otherwise
expressly  provided herein.  No delay or omission on any  Lender's  or  the
Agent's part in exercising any right, remedy or option shall operate  as  a
waiver  of  such or any other right, remedy or option or of any Default  or
Event of Default.

     X.8   Counterparts.  This Agreement may be executed in any  number  of
counterparts, each of which when so executed and delivered shall be  deemed
an  original,  and  it  shall not be necessary  in  making  proof  of  this
Agreement  to  produce  or  account for more than one  such  fully-executed
counterpart.

                                       63

<PAGE>

     X.9   Termination.  The termination of this Agreement shall not affect
any  rights  of  any  of the Borrowers, the Lenders or  the  Agent  or  any
obligation  of  any  of  the Borrowers, the Lenders or the  Agent,  arising
prior  to the effective date of such termination, and the provisions hereof
shall continue to be fully operative until all transactions entered into or
rights created or obligations incurred prior to such termination have  been
fully  disposed  of,  concluded or liquidated and the  Obligations  arising
prior to or after such termination have been irrevocably paid in full.  The
rights  granted to the Agent for the benefit of the Lenders  hereunder  and
under  the  other Loan Documents shall continue in full force  and  effect,
notwithstanding  the  termination  of this  Agreement,  until  all  of  the
Obligations have been paid in full after the termination hereof (other than
Obligations   in   the   nature  of  continuing  indemnities   or   expense
reimbursement  obligations not yet due and payable) or the  Borrowers  have
furnished the Lenders and the Agent with an indemnification satisfactory to
the  Agent  and  each  Lender with respect thereto.   All  representations,
warranties,  covenants,  waivers  and  agreements  contained  herein  shall
survive termination hereof until payment in full of the Obligations  unless
otherwise provided herein.  Notwithstanding the foregoing, if after receipt
of any payment of all or any part of the Obligations, any Lender is for any
reason  compelled  to  surrender such payment to any  Person  because  such
payment is determined to be void or voidable as a preference, impermissible
setoff,  a diversion of trust funds or for any other reason, this Agreement
shall continue in full force and each of  the Borrowers shall be liable to,
and  shall indemnify and hold such Lender harmless for, the amount of  such
payment  surrendered  until  such  Lender  shall  have  been  finally   and
irrevocably  paid in full.  The provisions of the foregoing sentence  shall
be  and remain effective notwithstanding any contrary action which may have
been  taken  by  the Lenders in reliance upon such payment,  and  any  such
contrary action so taken shall be without prejudice to the Lenders'  rights
under this Agreement and shall be deemed to have been conditioned upon such
payment having become final and irrevocable.

     X.10 Governing Law.

          (a)   THIS  AGREEMENT  SHALL BE GOVERNED  BY,  AND  CONSTRUED  IN
     ACCORDANCE WITH, THE LAWS OF THE STATE OF SOUTH CAROLINA APPLICABLE TO
     CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

          (b)   EACH  BORROWER HEREBY EXPRESSLY AND IRREVOCABLY AGREES  AND
     CONSENTS  THAT  ANY  SUIT,  ACTION OR PROCEEDING  ARISING  OUT  OF  OR
     RELATING  TO  THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED  HEREIN
     MAY  BE INSTITUTED IN ANY STATE OR FEDERAL COURT SITTING IN THE COUNTY
     OF MECKLENBURG OF NORTH CAROLINA, UNITED STATES OF AMERICA AND, BY THE
     EXECUTION  AND  DELIVERY  OF THIS AGREEMENT, EACH  BORROWER  EXPRESSLY
     WAIVES  ANY OBJECTION THAT IT MAY HAVE NOW OR HEREAFTER TO THE  LAYING
     OF  THE  VENUE  OR  TO THE JURISDICTION OF ANY SUCH  SUIT,  ACTION  OR
     PROCEEDING,  AND IRREVOCABLY SUBMITS GENERALLY AND UNCONDITIONALLY  TO
     THE  JURISDICTION  OF  ANY  SUCH COURT IN ANY  SUCH  SUIT,  ACTION  OR
     PROCEEDING.

                                       64

<PAGE>

          (c)  EACH BORROWER AGREES THAT SERVICE OF PROCESS MAY BE MADE  BY
     PERSONAL SERVICE OF A COPY OF THE SUMMONS AND COMPLAINT OR OTHER LEGAL
     PROCESS  IN  ANY SUCH SUIT, ACTION OR PROCEEDING, OR BY REGISTERED  OR
     CERTIFIED  MAIL  (POSTAGE  PREPAID) TO THE ADDRESS  OF  SUCH  BORROWER
     PROVIDED  IN  SECTION 10.2 HEREOF, OR BY ANY OTHER METHOD  OF  SERVICE
     PROVIDED FOR UNDER THE APPLICABLE LAWS IN EFFECT IN THE STATE OF NORTH
     CAROLINA.

          (d)   NOTHING  CONTAINED IN SUBSECTIONS (B) OR (C)  HEREOF  SHALL
     PRECLUDE A LENDER FROM BRINGING ANY SUIT, ACTION OR PROCEEDING ARISING
     OUT  OF  OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS  IN
     THE  COURTS  OF ANY PLACE WHERE ANY BORROWER OR ANY OF THE  BORROWERS'
     PROPERTY  OR ASSETS MAY BE FOUND OR LOCATED.  TO THE EXTENT  PERMITTED
     BY  THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, EACH BORROWER HEREBY
     IRREVOCABLY  SUBMITS  TO  THE  JURISDICTION  OF  ANY  SUCH  COURT  AND
     EXPRESSLY  WAIVES, IN RESPECT OF ANY SUCH SUIT, ACTION OR  PROCEEDING,
     THE  JURISDICTION OF ANY OTHER COURT OR COURTS WHICH NOW OR HEREAFTER,
     BY  REASON  OF  ITS PRESENT OR FUTURE DOMICILE, OR OTHERWISE,  MAY  BE
     AVAILABLE TO IT.

          (e)   IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS
     OR  REMEDIES  UNDER  OR RELATED TO THIS AGREEMENT  OR  ANY  AMENDMENT,
     INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR THAT MAY IN THE  FUTURE
     BE  DELIVERED  IN CONNECTION WITH THE FOREGOING, EACH BORROWER  HEREBY
     AGREES,  TO  THE  EXTENT PERMITTED BY APPLICABLE LAW,  THAT  ANY  SUCH
     ACTION  OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT  BEFORE  A
     JURY  AND  EACH  BORROWER HEREBY WAIVES, TO THE  EXTENT  PERMITTED  BY
     APPLICABLE  LAW, ANY OBJECTION THAT IT MAY HAVE THAT  EACH  ACTION  OR
     PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

     X.11  Indemnification.  In consideration of the execution and delivery
of  this  Agreement by the Agent and each Lender and the extension  of  the
Revolving Credit Commitments and the Letter of Credit Commitments, each  of
the  Borrowers  hereby  jointly and severally indemnifies,  exonerates  and
holds  the  Agent  and  each Lender and each of their respective  officers,
directors,  employees and agents (collectively, the "Indemnified  Parties")
free  and harmless from and against any and all actions, causes of  action,
suits,  losses,  costs, liabilities and damages, and expenses  incurred  in
connection therewith (irrespective of whether any such Indemnified Party is
a  party  to  the  action for which indemnification hereunder  is  sought),
including  reasonable attorneys' fees and disbursements (collectively,  the
"Indemnified Liabilities"), incurred by the Indemnified Parties or  any  of
them  as  a  result  of, or arising out of, or relating to  the  execution,
delivery,  enforcement performance or administration of this Agreement  and

                                       65

<PAGE>

the other Loan Documents, or any transaction financed or to be financed  in
whole  or  in part, directly or indirectly, or supported by any  Letter  of
Credit, except for any such Indemnified Liabilities arising for the account
of  a  particular  Indemnified Party by reason of the gross  negligence  or
willful  misconduct  of   and  if  and to the  extent  that  the  foregoing
undertaking  may  be unenforceable for any reason, each  of  the  Borrowers
hereby  agrees  to  make  the  maximum  contribution  to  the  payment  and
satisfaction  of each of the Indemnified Liabilities which  is  permissible
under  applicable law.  The provisions of this Section 10.10 shall  survive
repayment   of   the  Obligations,  occurrence  of  the  Revolving   Credit
Termination Date and expiration or termination of this Agreement.

     X.12  Headings  and  References.  The headings  of  the  Articles  and
Sections  of this Agreement are inserted for convenience of reference  only
and  are  not  intended  to  be a part of, or  to  affect  the  meaning  or
interpretation  of  this  Agreement.  Words such as "hereof",  "hereunder",
"herein" and words of similar import shall refer to this Agreement  in  its
entirety and not to any particular Section or provisions hereof, unless  so
expressly  specified.   As  used herein, the  singular  shall  include  the
plural,  and the masculine shall include the feminine or a neutral  gender,
and vice versa, whenever the context requires.

     X.13  Severability.  If any provision of this Agreement or  the  other
Loan  Documents shall be determined to be illegal or invalid as to  one  or
more of the parties hereto, then such provision shall remain in effect with
respect  to  all  parties,  if any, as to whom such  provision  is  neither
illegal  nor  invalid, and in any event all other provisions  hereof  shall
remain effective and binding on the parties hereto.

     X.14  Entire Agreement.  This Agreement, together with the other  Loan
Documents,  constitutes  the  entire agreement  between  the  parties  with
respect to the subject matter hereof and supersedes all previous proposals,
negotiations, representations, commitments and other communications between
or among the parties, both oral and written, with respect thereto.

     X.15  Agreement Controls.  In the event that any term of  any  of  the
Loan  Documents other than this Agreement conflicts with any term  of  this
Agreement, the terms and provisions of this Agreement shall control.

     X.16  Usury  Savings  Clause.   Notwithstanding  any  other  provision
herein,  the  aggregate  interest rate charged  under  any  of  the  Notes,
including all charges or fees in connection therewith deemed in the  nature
of  interest  under North Carolina law shall not exceed the Highest  Lawful
Rate  (as such term is defined below).  If the rate of interest (determined
without regard to the preceding sentence) under this Agreement at any  time
exceeds the Highest Lawful Rate (as defined below), the outstanding  amount
of  the Loans made hereunder shall bear interest at the Highest Lawful Rate
until  the  total  amount of interest due hereunder equals  the  amount  of
interest  which  would  have been due hereunder  if  the  stated  rates  of
interest  set forth in this Agreement had at all times been in effect.   In
addition,  if  when the Loans made hereunder are repaid in full  the  total
interest  due  hereunder  (taking into account the  increase  provided  for
above) is less than the total amount of interest which would have been  due
hereunder  if the stated rates of interest set forth in this Agreement  had
at  all  times  been in effect, then to the extent permitted  by  law,  the
Borrowers shall pay to the Agent an amount equal to the difference  between

                                       66

<PAGE>

the  amount  of interest paid and the amount of interest which  would  have
been  paid  if  the Highest Lawful Rate had at all times  been  in  effect.
Notwithstanding the foregoing, it is the intention of the Lenders  and  the
Borrowers  to  conform strictly to any applicable usury laws.  Accordingly,
if  any Lender contracts for, charges, or receives any consideration  which
constitutes  interest in excess of the Highest Lawful Rate, then  any  such
excess  shall be canceled automatically and, if previously paid,  shall  at
such Lender's option be applied to the outstanding amount of the Loans made
hereunder or be refunded to the Borrowers.  As used in this paragraph,  the
term  "Highest Lawful Rate" means the maximum lawful interest rate, if any,
that  at  any time or from time to time may be contracted for, charged,  or
received  under the laws applicable to such Lender which are  presently  in
effect  or, to the extent allowed by law, under such applicable laws  which
may  hereafter  be  in effect and which allow a higher maximum  nonusurious
interest rate than applicable laws now allow.

     X.17  Joint  and Several Obligations. All obligations and  liabilities
incurred  by  the  Borrowers hereunder and under any other  Loan  Document,
including without limitation payment of any Obligation, shall be joint  and
several among the Borrowers.

                   [Signature pages follow.]

                                       67

<PAGE>

     IN  WITNESS WHEREOF, the parties hereto have caused this instrument to
be made, executed and delivered by their duly authorized officers as of the
day and year first above written.


                         GIANT CEMENT HOLDING, INC.


ATTEST:                  By: /s/ Terry L. Kinder
                             --------------------------------
                         Name:     Terry L. Kinder
______________________   Title:    Vice President and Chief  Financial
Officer
Assistant Secretary

[CORPORATE SEAL]


                         GIANT CEMENT COMPANY


ATTEST:                  By:  /s/ Terry L. Kinder
                             --------------------------------
                         Name:     Terry L. Kinder
______________________   Title:    Vice President and Chief  Financial
Officer
Assistant Secretary

[CORPORATE SEAL]


                         KEYSTONE CEMENT COMPANY


ATTEST:                  By:  /s/ Terry L. Kinder
                             --------------------------------
                         Name:     Terry L. Kinder
______________________   Title:    Vice President
Assistant Secretary

[CORPORATE SEAL]

                             Signature page 1 of 3

<PAGE>

                         GIANT RESOURCE RECOVERY COMPANY, INC.



ATTEST:                  By:  /s/ Terry L. Kinder
                             --------------------------------
                         Name:     Terry L. Kinder
______________________   Title:    Vice President and Chief  Financial
Officer
Assistant Secretary

[CORPORATE SEAL]


                         GCHI INVESTMENTS, INC.



ATTEST:                  By:  /s/ Terry L. Kinder
                             --------------------------------
                         Name:     Terry L. Kinder
______________________   Title:    Vice President and Chief  Financial
Officer
Assistant Secretary

[CORPORATE SEAL]


                         GIANT CEMENT NC, INC.



ATTEST:                  By:  /s/ Terry L. Kinder
                             --------------------------------
                         Name:     Terry L. Kinder
______________________   Title:    Vice President and Chief  Financial
Officer
Assistant Secretary

[CORPORATE SEAL]

                             Signature page 2 of 3

<PAGE>

                         SOUTHTRUST  BANK OF ALABAMA, NATIONAL ASSOCIATION,
                         as Agent for the Lenders


                         By: /s/ Steven W. Davis
                             --------------------------------
                         Name:   Steven W. Davis
                         Title:     Assistant Vice President


                         SOUTHTRUST BANK OF ALABAMA, NATIONAL ASSOCIATION, as
                         Lender


                         By: /s/ Steven W. Davis
                             --------------------------------
                         Name:   Steven W. Davis
                         Title:     Assistant Vice President


                         Lending Office:
                              SouthTrust Bank of Alabama,
                              National Association
                              420 N. 20th Street
                              Birmingham, Alabama 35203
                              Attention: Steven W. Davis

                         Wire Transfer Instructions:
                              SouthTrust Bank of Alabama, National Association
                              Birmingham, Alabama
                              ABA# 062000080
                              Account No.:   131009
                              Reference: Giant Cement
                              Attention: Southeastern Corporate Banking

                             Signature page 3 of 3

<PAGE>

                             EXHIBIT A

                 Applicable Commitment Percentages


                    Revolving        Letter of        Applicable
                      Credit           Credit         Commitment
     Lender         Commitment       Commitment       Percentage
     ------         ----------       ----------       ----------
SouthTrust Bank
of Alabama,
National           $30,000,000       $2,000,000          100%
Association

                                A-1

<PAGE>

                             EXHIBIT B

               Form of Assignment and Acceptance

                  DATED __________________,_______

     Reference  is made to the Credit Agreement dated as of December,  1996
(the "Agreement") among Giant Cement Holding, Inc., a Delaware corporation,
Giant Cement Company, a Delaware corporation and wholly owned subsidiary of
Giant  Holding,  Keystone  Cement Company, a Pennsylvania  corporation  and
wholly  owned subsidiary of Giant Holding, Giant Resource Recovery Company,
Inc.,  a Delaware corporation and wholly owned subsidiary of Giant Holding,
GCHI  Investments, Inc., a Delaware corporation and wholly owned subsidiary
of  Giant  Holding, and Giant Cement NC, Inc., a South Carolina corporation
and  wholly  owned  subsidiary  of Giant Holding  (each  a  "Borrower"  and
collectively, the "Borrowers"), the Lenders (as defined in the  Agreement),
and  SouthTrust  Bank of Alabama, National Association, as  Agent  for  the
Lenders ("Agent").  Unless otherwise defined herein, terms defined  in  the
Agreement are used herein with the same meanings.

     ________________ (the "Assignor") and ________________ (the "Assignee")
agree as follows:


     1.    The  Assignor hereby sells and assigns to the Assignee, and  the
Assignee hereby purchases and assumes from the Assignor,  WITHOUT RECOURSE,
a  _______% (1) interest  in  and  to all  of  the  Assignor's  rights  and
obligations  under  the  Agreement as of the  Effective  Date  (as  defined
below),  including,  without limitation, such percentage  interest  in  the
Loans  owing  to and Participations held by the Assignor on  the  Effective
Date, and the Revolving Note held by the Assignor.

     2.    The  Assignor (i) represents and warrants that, as of  the  date
hereof,  the  aggregate principal amount of Revolving  Loans  owing  to  it
(without giving effect to the assignments thereof which have not yet become
effective)  are as follows:  (A)  $__________ under a Revolving Note  dated
____________, 19__ in the aggregate principal amount of $_________, (B) the
aggregate  principal amount of Letters of Credit in which it is  deemed  to
have  a  Participation  under the Credit Agreement is $_____________;  (ii)
represents  and warrants that it is the legal and beneficial owner  of  the
interest being assigned by it hereunder and that such interest is free  and
clear  of any adverse claim; (iii) makes no representation or warranty  and
assumes  no  responsibility with respect to any statements,  warranties  or
representations made in or in connection with the Agreement or any  of  the
Loan  Documents  or  the  execution,  legality,  validity,  enforceability,
genuineness,  sufficiency or value of the Agreement  or  any  of  the  Loan
Documents  or any other instrument or document furnished pursuant  thereto;
(iv) makes no representation or warranty and assumes no responsibility with
respect  to the financial condition of the Borrowers or the performance  or
observance  by the Borrowers of any of its obligations under the  Agreement
or  any of the Loan Documents or any other instrument or document furnished
pursuant thereto and (v) attaches hereto the Revolving Note referred to  in
paragraph 1 above and requests that the Agent exchange such Note for  Notes
as  follows:   a Revolving Note dated _____________, 19__ in the  principal
amount  of $________________, payable to the order of the Assignor,  and  a
Revolving  Note, dated ____________________________ 19__, in the  principal
amount of $_________________ payable to the order of the Assignee.

----------------------

(1)  Specify percentage in no more than 4 decimal places.

                                    B-1

<PAGE>

     3.    The  Assignee (i) confirms that it has received a  copy  of  the
Agreement, together with copies of the financial statements referred to  in
Section  6.1  thereof and such other documents and information  as  it  has
deemed  appropriate to make its own credit analysis and decision  to  enter
into   this   Assignment  and  Acceptance;  (ii)  agrees  that   it   will,
independently  and without reliance upon the Agent, the  Assignor,  or  any
other  Lender and based on such documents and information as it shall  deem
appropriate  at  the  time, continue to make its own  credit  decisions  in
taking  or  not  taking  action  under the Agreement;  (iii)  appoints  and
authorizes  the  Agent to take such actions on its behalf and  to  exercise
such  powers under the Loan Documents as are delegated to the Agent by  the
terms  thereof,  together  with such powers as  are  reasonably  incidental
thereto; (iv) will perform all of the obligations which by the terms of the
Agreement are required to be performed by the Lender; and (v) specifies  as
its  address  for  notices the office set forth beneath  its  name  on  the
signature pages hereof.

     4.    The  effective date for this Assignment and Acceptance shall  be
_____________________________  (the  "Effective  Date").    Following   the
execution  of this Assignment and Acceptance, it will be delivered  to  the
Agent for acceptance and recording by the Agent.

     5.   Upon such acceptance and recording, as of the Effective Date, (i)
the  Assignee shall be a party to the Agreement and, to the extent provided
in  this  Assignment and Acceptance, have the rights and obligations  of  a
Lender thereunder and under the Loan Documents and (ii) the Assignor shall,
to  the  extent provided in this Assignment and Acceptance, relinquish  its
rights and be released from its obligations under the Agreement.

     6.    Upon such acceptance and recording, from and after the Effective
Date,  the Agent shall make all payments under the Agreement and  Notes  in
respect of the interest assigned hereby (including, without limitation, all
payments of principal, interest, commitment fees and Letter of Credit  fees
with  respect  thereto) to the Assignee.  The Assignor and  Assignee  shall
make  all appropriate adjustments in payments under the Agreement  and  the
Notes for periods prior to the Effective Date directly between themselves.

                                      B-2

<PAGE>

     7.   This Assignment and Acceptance shall be governed by and construed
in accordance with, the laws of the State of North Carolina.

                              [NAME OF ASSIGNOR]

                              By: _________________________________
                                 Name:
                                 Title:

                              Notice Address:
                              _________________________________
                              _________________________________
                              _________________________________
                              After the Effective Date:
                              Outstanding Revolving Loans:$_______________
                              Outstanding  Participations in Letter of
                              Credit Outstandings $_______________________

                              [NAME OF ASSIGNEE]

                              By: _________________________________
                                 Name:
                                 Title:

                              Notice Address/Lending Office
                                   _________________________________
                                   _________________________________
                                   _________________________________

                              Wire transfer Instructions:
                                   _________________________________
                                   _________________________________
                                   _________________________________

                              After the Effective Date:
                              Outstanding Revolving Loans:$_________________
                              Outstanding Participations in Letter of
                              Credit Outstandings $_________________________

                                      B-3

<PAGE>

                         Accepted this ____ day of _______, 19___
                         SOUTHTRUST  BANK OF ALABAMA, NATIONAL ASSOCIATION,
                         as Agent

                         By: ________________________________________
                              Name:
                              Title:

Consented to:

Giant Cement Holding, Inc.


By: _______________________
   Name:
   Title:

                                      B-4

<PAGE>

                           EXHIBIT C

      Notice of Appointment (or Revocation) of Authorized
                         Representative


     Reference  is  made to the Credit Agreement dated as of  December  20,
1996  (the  "Agreement")  among  Giant Cement  Holding,  Inc.,  a  Delaware
corporation, Giant Cement Company, a Delaware corporation and wholly  owned
subsidiary  of  Giant  Holding,  Keystone Cement  Company,  a  Pennsylvania
corporation  and wholly owned subsidiary of Giant Holding,  Giant  Resource
Recovery  Company, Inc., a Delaware corporation and wholly owned subsidiary
of Giant Holding, GCHI Investments, Inc., a Delaware corporation and wholly
owned  subsidiary  of Giant Holding, and Giant Cement  NC,  Inc.,  a  South
Carolina corporation and wholly owned subsidiary of Giant Holding  (each  a
"Borrower"  and collectively, the "Borrowers"), the Lenders (as defined  in
the  Agreement),  and SouthTrust Bank of Alabama, National Association,  as
Agent  for  the Lenders ("Agent"). Capitalized terms used but  not  defined
herein  shall  have  the  respective meanings therefor  set  forth  in  the
Agreement.

     Each  of the Borrowers hereby nominates, constitutes and appoints each
individual  named  below  as an Authorized Representative  under  the  Loan
Documents,  and hereby represents and warrants that (i) set forth  opposite
each  such  individual's  name  is a true and  correct  statement  of  such
individual's  office  (to which such individual has been  duly  elected  or
appointed), a genuine specimen signature of such individual and an  address
for  the  giving  of notice, and (ii) each such individual  has  been  duly
authorized by such Borrower to act as Authorized Representative  under  the
Loan Documents:

Name and Address                     Office            Specimen Signature

Terry L. Kinder                  Vice President        ____________________
Giant Cement Holding, Inc.
320-D Midland Parkway
Summerville, South Carolina 29485

Victor Whitworth                 Assistant Secretary   ____________________
Giant Cement Holding, Inc.
320-D Midland Parkway
Summerville, South Carolina 29485

Borrowers  hereby revoke (effective upon receipt hereof by the  Agent)  the
prior appointment of ________________ as an Authorized Representative.

                                      C-1

<PAGE>

     This the ___ day of __________________, 19__.

                                   Giant Cement Holding, Inc.

                                   By: ________________________________
                                   Name: ______________________________
                                   Title: _____________________________

                                   Giant Cement Company

                                   By: ________________________________
                                   Name: ______________________________
                                   Title: _____________________________

                                   Keystone Cement Company

                                   By: ________________________________
                                   Name: ______________________________
                                   Title: _____________________________

                                   Giant Resource Recovery Company, Inc.

                                   By: ________________________________
                                   Name: ______________________________
                                   Title: _____________________________

                                   GCHI Investments, Inc.

                                   By: ________________________________
                                   Name: ______________________________
                                   Title: _____________________________

                                   Giant Cement NC, Inc.

                                   By: ________________________________
                                   Name: ______________________________
                                   Title: _____________________________

                                   C-2

<PAGE>

                           EXHIBIT D

                   Giant Cement Holding, Inc.

           Request For Advance/Interest Rate Election


SouthTrust Bank of Alabama, National Association,
  as Agent for the Lenders
420 North 20th Street
Birmingham, Alabama 35203
Attention: Southeastern Corporate Banking


     Reference  is  made to the Credit Agreement dated as of  December  20,
1996  (the  "Agreement")  among  Giant Cement  Holding,  Inc.,  a  Delaware
corporation, Giant Cement Company, a Delaware corporation and wholly  owned
subsidiary  of  Giant  Holding,  Keystone Cement  Company,  a  Pennsylvania
corporation  and wholly owned subsidiary of Giant Holding,  Giant  Resource
Recovery  Company, Inc., a Delaware corporation and wholly owned subsidiary
of Giant Holding, GCHI Investments, Inc., a Delaware corporation and wholly
owned  subsidiary  of Giant Holding, and Giant Cement  NC,  Inc.,  a  South
Carolina corporation and wholly owned subsidiary of Giant Holding  (each  a
"Borrower"  and collectively, the "Borrowers"), the Lenders (as defined  in
the  Agreement),  and SouthTrust Bank of Alabama, National Association,  as
Agent for the Lenders ("Agent").

             Revolving Credit Advance Confirmation

     Pursuant to the Agreement, the undersigned hereby requests as of  this
__________, 19__ that:

     An   Advance  consisting  of  a  Revolving  Loan  in  the  amount   of
$_________________  be made on __________________, 19__.   The  undersigned
requests that $_________________ of such Advance be credited to the account
of  the  undersigned  with the Agent, Account No.  _________________.   The
amount  of  the  requested Advance when added to the outstanding  Revolving
Loans  existing at the time of the request for the Advance, does not exceed
the Total Revolving Credit Commitment.

      Interest Rate Election for Revolving Credit Advance

     Pursuant  to  Section 2.7 of the Loan Agreement, the Borrowers  hereby
request an Advance as follows:

          (a)  Amount of Advance:  $__________.

          (b)  Date as of which the Advance is to be made: __________.

                                      D-1

<PAGE>

          (c)  The following interest rate information is provided  by
               respect to the  Advance:

               (i)  the interest rate shall be:

                    ___ Base Rate
                    ___ Eurodollar Rate

               (ii)   Interest Period  for the Eurodollar Rate Segment
               shall be (if applicable):

            ___ 30 days   ___ 60 days   ___ 90 days

     The  undersigned certifies that (i) the representations and warranties
contained  in the Agreement are true, correct and complete in all  material
respects on and as of the date hereof to the same extent as though made  on
and  as of the date hereof, except such representations and warranties that
relate  solely to an earlier date; and (ii) no Event of Default or  Default
has  occurred and is continuing under the Agreement or will result from the
proposed borrowing.

     All  capitalized  terms used herein and not otherwise  defined  herein
shall have the same meaning as defined in the Agreement.

     Dated __________.

                              Giant Cement Holding, Inc.
                              Giant Cement Company
                              Keystone Cement Company
                              Giant Resource Recovery Company, Inc.
                              GCHI Investments, Inc.
                              Giant Cement NC, Inc.


                              By: __________________________________
                                   Its _____________________________

                               D-2

<PAGE>

                           EXHIBIT E

                     Form of Revolving Note

                        Promissory Note
                        (Revolving Loan)

$30,000,000                                         _______________________

                                                          December 20, 1996


     FOR   VALUE   RECEIVED,  Giant  Cement  Holding,  Inc.,   a   Delaware
corporation, Giant Cement Company, a Delaware corporation and wholly  owned
subsidiary  of  Giant  Holding,  Keystone Cement  Company,  a  Pennsylvania
corporation  and wholly owned subsidiary of Giant Holding,  Giant  Resource
Recovery  Company, Inc., a Delaware corporation and wholly owned subsidiary
of Giant Holding, GCHI Investments, Inc., a Delaware corporation and wholly
owned  subsidiary  of Giant Holding, and Giant Cement  NC,  Inc.,  a  South
Carolina corporation and wholly owned subsidiary of Giant Holding  (each  a
"Borrower" and collectively, the "Borrowers"), hereby jointly and severally
promise to pay to the order of _____________________ (the "Lender"), in its
individual capacity, at the office of SOUTHTRUST BANK OF ALABAMA,  NATIONAL
ASSOCIATION, as agent for the Lenders (the "Agent"), located at  420  North
20th Street, Birmingham, Alabama 35203 (or at such other place or places as
the  Agent  may designate in writing) at the times set forth in the  Credit
Agreement  dated  as  of December 20, 1996 among the Borrowers,  the  other
financial institutions party thereto (collectively, the "Lenders") and  the
Agent  (the  "Agreement"  -- all capitalized terms  not  otherwise  defined
herein shall have the  respective meanings set forth in the Agreement),  in
lawful  money  of  the  United States of America, in immediately  available
funds, the principal amount of THIRTY MILLION DOLLARS ($30,000,000) or,  if
less  than such principal amount, the aggregate unpaid principal amount  of
all  Revolving  Loans made by the Lender to the Borrowers pursuant  to  the
Agreement on the Revolving Credit Termination Date or such earlier date  as
may be required pursuant to the terms of the Agreement, and to pay interest
from  the date hereof on the unpaid principal amount hereof, in like money,
at said office, on the dates and at the rates provided in Article II of the
Agreement.   All  or any portion of the principal amount of  Loans  may  be
prepaid as provided in the Agreement.

     If payment of all sums due hereunder is accelerated under the terms of
the  Agreement or under the terms of the other Loan Documents  executed  in
connection  with  the  Agreement, the then remaining principal  amount  and
accrued  but unpaid interest shall bear interest which shall be payable  on
demand  at  the rates per annum set forth in Section 2.2 of the  Agreement.
Further,  in  the  event of such acceleration, this  Revolving  Note  shall
become  immediately due and payable, without presentation, demand,  protest
or notice of any kind, all of which are hereby waived by the Borrowers.

     In the event this Revolving Note is not paid when due at any stated or
accelerated maturity, the Borrowers jointly and severally agree to pay,  in
addition  to the principal and interest, all costs of collection, including

                                      E-1

<PAGE>

reasonable attorneys' fees, and interest due hereunder thereon at the rates
set forth above.

     Interest  hereunder  shall  be computed  as  provided  in  the  Credit
Agreement.

     This  Revolving  Note is one of the Revolving Notes in  the  aggregate
principal amount of $30,000,000 referred to in the Agreement and is  issued
pursuant  to and entitled to the benefits and security of the Agreement  to
which  reference is hereby made for a more complete statement of the  terms
and  conditions upon which the Revolving Loans evidenced hereby were or are
made  and  are  to  be repaid.  This Revolving Note is subject  to  certain
restrictions on transfer or assignment as provided in the Agreement.

     All Persons bound on this obligation, whether primarily or secondarily
liable  as principals, sureties, guarantors, endorsers or otherwise, hereby
waive to the full extent permitted by law the benefits of all provisions of
law  for  stay  or  delay  of  execution  or  sale  of  property  or  other
satisfaction of judgment against any of them on account of liability hereon
until  judgment be obtained and execution issues against any other of  them
and returned satisfied or until it can be shown that the maker or any other
party  hereto had no property available for the satisfaction  of  the  debt
evidenced  by this instrument, or until any other proceedings  can  be  had
against any of them, also their right, if any, to require the holder hereof
to hold as security for this Revolving Note any collateral deposited by any
of  said  Persons  as  security.  Protest, notice  of  protest,  notice  of
dishonor, diligence or any other formality are hereby waived by all parties
bound hereon.

                                      E-2

<PAGE>

     IN  WITNESS WHEREOF, each of the Borrowers have caused this  Revolving
Note   to   be   made,  executed  and  delivered  by  its  duly  authorized
representative as of the date and year first above written, all pursuant to
authority duly granted.

                         Giant Cement Holding, Inc.


ATTEST:                  By: ____________________________________
                         Name: Terry L. Kinder
______________________   Title: Vice President and Chief Financial Officer
 Assistant Secretary

[CORPORATE SEAL]


                         Giant Cement Company


ATTEST:                  By: ____________________________________
                         Name: Terry L. Kinder
______________________   Title: Vice President and Chief Financial Officer
 Assistant Secretary

[CORPORATE SEAL]


                         Keystone Cement Company


ATTEST:                  By: ____________________________________
                         Name: Terry L. Kinder
______________________   Title: Vice President and Chief Financial Officer
 Assistant Secretary

[CORPORATE SEAL]

                                      E-3

<PAGE>

                         Giant Resource Recovery Company, Inc.


ATTEST:                  By: ____________________________________
                         Name: Terry L. Kinder
______________________   Title: Vice President and Chief Financial Officer
 Assistant Secretary

[CORPORATE SEAL]


                         GCHI Investments, Inc.


ATTEST:                  By: ____________________________________
                         Name: Terry L. Kinder
______________________   Title: Vice President and Chief Financial Officer
 Assistant Secretary

[CORPORATE SEAL]


                         Giant Cement NC, Inc.


ATTEST:                  By: ____________________________________
                         Name: Terry L. Kinder
______________________   Title: Vice President and Chief Financial Officer
 Assistant Secretary

[CORPORATE SEAL]

                              E-4

<PAGE>

                           EXHIBIT F

                   Form of Security Agreement

<PAGE>

                       SECURITY AGREEMENT


     THIS SECURITY AGREEMENT (the "Security Agreement"), dated as of
December 20, 1996, by and among GIANT CEMENT HOLDING, INC., a Delaware
corporation ("Giant Holding"), GIANT CEMENT COMPANY, a Delaware
corporation, KEYSTONE CEMENT COMPANY, a Pennsylvania corporation,
("Keystone"), GIANT RESOURCE RECOVERY COMPANY, INC., a Delaware corporation
("Giant Resource"), GCHI INVESTMENTS, INC., a Delaware corporation
("GCHI"), GIANT CEMENT NC, INC., a South Carolina corporation ("Giant
Cement NC") (referred to individually herein as a "Borrower" and
collectively as the "Borrowers") and SOUTHTRUST BANK OF ALABAMA, NATIONAL
ASSOCIATION, as Agent for each Lender from time to time party to the Credit
Agreement referenced below (the "Secured Party").

                      W I T N E S S E T H:
                      -------------------
     WHEREAS, each Borrower, the Lenders and the Secured Party
simultaneously with the entering into of this Security Agreement have
entered into a Credit Agreement dated as of the date hereof (as at any time
hereafter amended, supplemented or replaced, the "Credit Agreement";
capitalized terms not otherwise defined in this Agreement shall have the
meaning given to such terms in the Credit Agreement); and

     WHEREAS, as a condition to entering into the Credit Agreement, the
Lenders and the Secured Party have required that each Borrower secure the
Obligations under the Credit Agreement pursuant to the terms of this
Security Agreement;

     NOW, THEREFORE, in consideration of the premises and in order to
induce the Secured Party to enter into the Credit Agreement, each Borrower
hereby agrees with the Secured Party for the benefit of the Lenders as
follows:

     1.   Grant of Security Interest.  As collateral security for payment
and satisfaction of the Obligations, each Borrower hereby grants to the
Secured Party for the benefit of the Lenders a continuing security interest
in and to all of the following property of such Borrower, whether now owned
or existing or hereafter acquired or arising:

          (A)  All accounts, accounts receivable, contract rights, notes,
     bills, acceptances, choses in action, chattel paper, instruments,
     documents, all present and future patents, trademarks, copyrights and
     all applications therefor, other general intangibles, all licenses (to
     the extent not prohibited by the relevant licenses or applicable law),
     and other forms of obligations at any time owing to such Borrower, the
     proceeds thereof and all of such Borrower's rights with respect to any
     goods represented thereby, whether or not delivered, goods returned by
     customers and all rights as an unpaid vendor or lienor, including
     rights of stoppage in transit and of recovering possession by

<PAGE>

     proceedings including replevin and reclamation, together with all
     customer lists, books and records, ledgers and account cards, computer
     tapes, software, disks, printouts and records, whether now in
     existence or hereafter created, relating to any of the foregoing
     (collectively, the "Accounts");

          (B)  All goods, merchandise and other personal property,
     including, without limitation, goods in transit, wheresoever located
     and whether now owned or hereafter acquired by such Borrower which is
     or may at any time be held for sale or lease, furnished under any
     contract of service or held as raw materials, work-in-process, or
     supplies or materials used or consumed in such Borrower's business,
     including, without limitation, all such property the sale or
     disposition of which has given rise to Accounts and which has been
     returned to or repossessed or stopped in transit by such Borrower
     (collectively, the "Inventory");

          (C)  All books and records (including without limitation,
     customer data, credit files, computer programs, printouts, and other
     computer materials and records) of such Borrower pertaining to any of
     the foregoing; and

          (D)  All accessions to, substitutions for and all replacements,
     products and proceeds of the foregoing, including, without limitation,
     proceeds of insurance policies insuring the foregoing.

     All of the property and interests in property described in subsections
(A) through (D) and all other property and interests in personal property
which shall, from time to time, secure the Obligations are herein
collectively referred to as the "Collateral."

     2.   Financing Statements.  At or prior to the time of execution of
this Security Agreement, each Borrower shall have furnished the Secured
Party with properly executed financing statements as prescribed by the
Uniform Commercial Code as presently in effect in each of the states where
the Collateral owned by such Borrower is located (the "Financing
Statements"), the Financing Statements shall be approved by the Secured
Party and in form and number sufficient for filing wherever required with
respect to the Collateral, in order that the Secured Party for the benefit
of the Lenders shall have a duly perfected security interest of record in
the Collateral following the filing of such Financing Statements with the
appropriate governmental authorities, subject only to those liens permitted
by Section 7.6 of the Credit Agreement, and such Borrower shall execute, as
reasonably required by the Secured Party, any additional financing
statements or other documents to effect the same, together with any
necessary continuation statements so long as this Security Agreement
remains in effect.

     3.   Maintenance of Security Interest.  Each Borrower will, from time
to time, upon the reasonable request of the Secured Party, deliver evidence
of ownership of the Collateral (copies of originals documents being
sufficient evidence) and specific collateral assignments of Collateral,
together with such other instruments and documents, financing statements,
amendments thereto, assignments or other writings as the Secured Party may
reasonably request, to carry out the terms of this Security Agreement or to

                                       2

<PAGE>

protect or enforce the security interest in the Collateral granted pursuant
to this Security Agreement.

     With respect to any and all Collateral to be secured and conveyed
under this Security Agreement, each Borrower agrees to do and cause to be
done all things necessary under the laws, rules and regulations of the
applicable jurisdiction to perfect and keep in full force the security
interest granted herein, including, but not limited to, the prompt payment
of all fees and expenses reasonably incurred in connection with any filings
made to perfect a security interest in the Collateral in favor of the
Secured Party for the benefit of the Lenders.

     Each Borrower agrees to make appropriate entries upon its financial
statements and books and records disclosing the Secured Party's security
interest in the Collateral for the benefit of the Lenders.

     4.   Collections; Secured Party's Right to Notify Account Borrowers
and to Endorse Each Borrower's Name.  Upon the occurrence and during the
continuation of an Event of Default, each Borrower hereby authorizes the
Secured Party to (i) open its mail and collect any and all amounts due to
it from persons obligated on any Accounts ("Account Debtors"); (ii) take
over its post office boxes or make other arrangements as the Secured Party
deems necessary to receive its mail, including notifying the post office
authorities to change the address for delivery of its mail to such address
as the Secured Party may designate; and (iii) notify any or all Account
Debtors that the Accounts have been assigned to the Secured Party for the
benefit of the Lenders and that the Secured Party has a security interest
therein for the benefit of the Lenders and to send requests for
verification of Accounts to Account Debtors and to request from Account
Debtors in such Borrower's name or Secured Party's name or that of Secured
Party's designee, any information concerning the Accounts and the amounts
owing thereon.  The Secured Party shall promptly, but in no event more than
two Business Days, furnish such Borrower with a copy of any such notice
sent and such Borrower hereby agrees that any such notice, in the Secured
Party's sole discretion, may be sent on the stationery of such Borrower, in
which event such Borrower shall co-sign such notice with the Secured Party.

     5.   Covenants.  Each Borrower covenants that:

          (A)  Inspection.  The Secured Party (by any of its officers,
     employees and agents) shall have the right, at any time or times
     during each Borrower's usual business hours upon reasonable prior
     notice at reasonable intervals, to inspect the Collateral belonging to
     such Borrower, all records related thereto (and to make extracts or
     copies from such records), and the premises upon which any of the
     Collateral is located, to discuss each Borrower's affairs and finances
     with any officer of such Borrower and to verify the amount, quality,
     quantity, value and condition of, or any other matter relating to, the
     Collateral.  Upon or after the occurrence and during the continuation
     of an Event of Default (as defined in Section 10 hereof) (whether or
     not any or all the Obligations are accelerated in consequence
     thereof), the Secured Party may at any time and from time to time
     employ and maintain on any of any Borrower's premises a custodian
     selected by the Secured Party who shall have full authority to do all
     acts reasonably necessary to protect the interest of the Secured Party

                                       3

<PAGE>

     and the Lenders.  All expenses incurred by the Secured Party by reason
     of the employment of such custodian shall be paid by the Borrowers,
     added to the Obligations and secured by the Collateral.

          (B)  Assignments, Records and Schedules of Accounts. Each
     Borrower shall keep accurate and complete records of its Accounts
     ("Account Records") in accordance with GAAP and from time to time at
     intervals reasonably designated by the Secured Party, it shall provide
     the Secured Party with a Schedule of Accounts in form and substance
     acceptable to the Secured Party describing all Accounts created or
     acquired by it ("Schedule of Accounts"); provided, however, that any
     Borrower's failure to execute and deliver any such Schedule of
     Accounts shall not affect or limit the Secured Party's security
     interest or other rights in and to any Accounts.  Upon request, each
     Borrower shall furnish the Secured Party with copies of proof of
     shipment and delivery and copies of all documents, including, without
     limitation, copies of invoices, repayment histories and present status
     reports, relating to the Accounts so scheduled (collectively,
     "Accounts Documents") and such other matters and information relating
     to the status of then existing Accounts as the Secured Party shall
     reasonably request.  No Borrower shall remove any Accounts Records or
     Accounts Documents from the locations set forth on Schedule 1 hereto.

          (C)  Notice Regarding Disputed Accounts. In the event of a
     dispute involving an amount due and owing in excess of $500,000
     between any Account Debtor and any Borrower (which shall include,
     without limitation, any dispute in which an offset claim or
     counterclaim may result), such Borrower shall promptly, but in no
     event later than ten (10) Business Days, provide the Secured Party
     with written notice thereof explaining in detail the reason for the
     dispute, all claims related thereto and the amount in controversy.

          (D)  Verification of Accounts.  Whether or not an Event of
     Default has occurred, any of the Secured Party's officers, employees,
     or agents shall have the right, at any time or times hereafter, to
     verify the validity, amount or any other matter relating to any
     Accounts by mail, telephone, telegraph or otherwise; provided,
     however, that prior to an Event of Default (a) the applicable Borrower
     shall be furnished the form of any verification request prior to the
     use thereof and (b) the number of verifications requested shall not
     exceed the number necessary for a reasonable sampling consistent with
     prudent audit procedures.

          (E)  Sale of Inventory.  So long as no Event of Default has
     occurred and is continuing, each Borrower may sell its Inventory in
     the ordinary course of business.

          (F)  Safekeeping of Inventory.  Each Borrower shall be
     responsible for the safekeeping of its Inventory, and in no event
     shall the Secured Party have any responsibility for:

               (i)  Any loss or damage to Inventory or destruction thereof
          occurring or arising in any manner or fashion from any cause
          (except if the Secured Party has taken possession of or otherwise

                                       4

<PAGE>

          has control of Inventory and then such loss or damage is a result
          of Secured Party's gross negligence or willful misconduct);

               (ii) Any diminution in the value of Inventory; or

               (iii)     Any act or default of any carrier, warehouseman,
          bailee or forwarding agency thereof or other Person in any way
          dealing with or handling Inventory.

          (G)  Records and Schedules of Inventory.  Each Borrower shall
     keep correct and accurate records, itemizing and describing the kind,
     type, location, quality and quantity of Inventory owned by it from
     time to time, and such Borrower's cost therefor and selling price
     thereof, and shall furnish to the Secured Party upon request from time
     to time at reasonable intervals designated by the Secured Party a
     current Schedule of Inventory ("Schedule of Inventory") based upon its
     most recent physical inventory and records.  Each Borrower shall
     promptly advise the Secured Party in sufficient detail of any material
     adverse change relating to the type, quality or quantity of the
     Inventory.  Each Borrower shall conduct a physical inventory, of which
     the Secured Party shall be given prior written notice and shall have
     the right to be present, no less frequently than required by the
     Borrowers' outside auditors, and upon the occurrence and during the
     continuation of an Event of Default more often if requested by the
     Secured Party, and shall furnish to the Secured Party such other
     documents and reports as the Secured Party shall request with respect
     to the Inventory, including, without limitation, invoices relating to
     such Borrower's purchase of Inventory.  No Borrower shall move any of
     the Inventory from, or keep any Inventory at any locations other than,
     the locations thereof set forth on Schedule 2 or Schedule 3 hereto,
     except that (i) such Borrower may  move any amount of Inventory to,
     and keep any amount of Inventory at, the Harleyville, South Carolina
     location set forth on Schedule 2 hereto (the "Principal Location") and
     Keystone may keep any amount of Inventory at the Bath, Pennsylvania
     location set forth on Schedule 2 hereto; (ii) except as provided in
     (i) above with respect to Keystone, the Borrowers collectively may
     move Inventory to or keep Inventory at, any location other than the
     Principal Location (each such other location a "Remote Location")
     provided that (x) after giving effect thereto, Inventory at any Remote
     Location does not exceed $250,000 in aggregate cost therefor and
     Inventory at all Remote Locations does not exceed $500,000 in
     aggregate cost therefor, and (y) if any such Remote Location is not
     set forth on Schedule 2 or Schedule 3 hereto, prior to moving
     Inventory to any such Remote Location, the Borrowers shall have
     provided prior written notice thereof to the Secured Party and shall
     have furnished the Secured Party with executed Financing Statements
     acceptable in form and content to the Agent with respect to such
     Inventory; and (iii) such Borrower may move Inventory upon receipt of
     the written consent of the Agent.

          (H)  Payment of Taxes and Assessments.  Each Borrower will
     promptly pay, when due, all taxes or assessments levied against any of
     the Collateral; provided, however, such Borrower shall not be required
     to pay or cause to be paid any such tax or assessment, so long as the
     validity thereof shall be actively contested in good faith by proper

                                       5

<PAGE>

     proceedings diligently conducted, any Lien (other than statutory liens
     having priority as a matter of law) arising in connection therewith
     shall be and remain in all respects inferior to the liens in favor of
     the Secured Party for the benefit of the Lenders, and adequate
     reserves with respect thereto shall be established and maintained; but
     provided further that any such tax or assessment shall be paid
     forthwith upon the commencement of proceedings to foreclose any lien
     securing the same.

     6.   General Warranties Regarding Collateral.  Each Borrower hereby
warrants and represents to the Secured Party that it is and will continue
to be the owner of the Collateral located on the locations identified
beneath its name on Schedules 1, 2 and 3 hereto, free and clear of all
Liens other than the security interest granted hereunder in favor of the
Secured Party for the benefit of the Lenders and the Liens permitted by
Section 7.6 of the Credit Agreement, and that it will defend the Collateral
and any products and proceeds thereof against all claims and demands of all
Persons at any time claiming the same or any interest therein adverse to
the Secured Party and the Lenders.  Except as so designated on Schedule 2
hereto, none of the Collateral is located on leased property.

     7.   Accounts Warranties and Representations.  Each Borrower warrants
and represents to the Secured Party that it may rely on all written
statements or representations made by such Borrower on or with respect to
the Accounts or any Schedule of Accounts prepared and delivered by such
Borrower and, unless otherwise indicated in writing by such Borrower, that:

          (A)  All Account Records and Account Documents are located and
     shall be kept only at such Borrower's principal place of business and
     chief executive office as set forth in Schedule 1 attached hereto and
     incorporated herein by reference;

          (B)  The Accounts are genuine, are in all respects what they
     purport to be, are not evidenced by a judgment, instrument or document
     (other than an invoice or purchase order) or, if evidenced by such
     instrument or document, are only evidenced by one original instrument
     or document, which has been delivered to the Secured Party;

          (C)  The Accounts cover bona fide sales and deliveries of
     Inventory usually dealt in by such Borrower, or the rendition by such
     Borrower of services, to an Account Debtor in the ordinary course of
     business;

          (D)  The amounts of the face value of the Accounts shown on any
     Schedule of Accounts provided to the Secured Party, and all invoices
     and statements delivered to the Secured Party with respect to any
     Accounts, are actually and absolutely owing to such Borrower and are
     not contingent for any reason except for claims arising as a result of
     warranties made by Borrower in its ordinary course of business which
     do not in the aggregate materially affect such Borrower's business,
     profits or condition, financial and otherwise;

          (E)  There are no material setoffs, discounts, allowances,
     claims, counterclaims or disputes of any kind existing or asserted
     with respect to the Accounts, other than customary discounts and

                                       6

<PAGE>

     allowances granted in the ordinary course of such Borrower's business,
     and such Borrower has not made any agreement with any Account Debtor
     thereunder for any deduction therefrom;

          (F)  To the best of such Borrower's actual knowledge, (i) the
     Accounts represent valid and legally enforceable indebtedness
     according to their terms and (ii) there are no facts, events, or
     occurrences which in any way materially impair the validity or
     enforcement thereof or tend to reduce the amount payable thereunder
     from the amount of the invoice face value shown on any Schedule of
     Accounts, and on all contracts, invoices and statements delivered to
     the Secured Party with respect thereto;

          (G)  To the best of such Borrower's actual knowledge, all Account
     Debtors (i) had the capacity to contract at the time any contract or
     other document giving rise to the Accounts was executed and (ii) were
     reasonably expected to be able to pay at the time any contract was
     executed all Accounts under such contract.

          (H)  The goods or services giving rise thereto are not, and were
     not at the time of the sale or performance thereof, subject to any
     Lien, except Liens permitted by Section 7.6 of the Credit Agreement,
     those granted to the Secured Party hereunder and those removed or
     terminated prior to the date hereof;

          (I)  The Accounts have not been pledged to any Person other than
     to the Secured Party, and will be owned by the Borrower free and clear
     of any Liens, except those in favor of the Secured Party or as
     permitted by Section 7.6 of the Credit Agreement;

          (J)  The Secured Party's security interest in the Accounts, will
     not be subject to any offset, deduction, counterclaim, lien or other
     adverse condition;

          (K)  None of the Accounts shall represent a delivery of goods
     upon "consignment," "guaranteed sale," "sale or return transactions,"
     "payment on reorder" or similar terms and will not be subject to any
     prohibition or limitation upon assignment.

     8.   Inventory Warranties and Representations.  With respect to
Inventory, each Borrower warrants and represents to the Secured Party that
it may rely on all written statements or representations made by such
Borrower on or with respect to any Inventory and, unless otherwise
indicated in writing by such Borrower, that:

          (A)  All Inventory of such Borrower is located only at the
     locations listed beneath its name on Schedules 2 and 3 attached hereto
     and incorporated herein by reference (each an "Inventory Location"),
     or is Inventory in transit;

          (B)  No Inventory of such Borrower is or will be subject to any
     Lien whatsoever, except for the security interest granted to the
     Secured Party hereunder and Liens permitted by Section 7.6 of the
     Credit Agreement, and notwithstanding such exception all statutory

                                       7

<PAGE>

     liens of warehousemen, bailees, lessors or similar parties at either
     Principal Location shall be waived or subordinated in form and
     substance acceptable to the Secured Party to the security interest
     granted to the Secured Party hereunder;

          (C)  No Inventory of an aggregate cost in excess of $250,000 is
     now either located on Leased Premises, or stored with a bailee,
     warehouseman, or similar party; all present locations of Inventory at
     leased premises are set forth on Schedule 2 hereto and all preset
     locations of Inventory so stored with a bailee, warehousemen or
     similar party are set forth on Schedule 3 hereto; and

          (D)  No Inventory of such Borrower is under consignment to any
     Person.

     9.   Casualty and Liability Insurance Required.

          (A)  Each Borrower will keep the Collateral continuously insured
     against such risks as are customarily insured against by businesses of
     like size and type engaged in the same or similar operations
     including, without limiting the generality of any other covenant
     herein contained:

               (i)  casualty insurance on the Inventory in an amount not
          less than the full insurable value thereof, against loss or
          damage by theft, fire and lightning and other hazards ordinarily
          included under uniform broad form standard extended coverage
          policies, limited only as may be provided in the standard broad
          form of extended coverage endorsement at the time in use in the
          states in which the Collateral is located;

               (ii) comprehensive general liability insurance against
          claims for bodily injury, death or property damage occurring with
          or about such Collateral (such coverage to include provisions
          waiving subrogation against the Secured Party and the Lenders) in
          amounts as shall be reasonably satisfactory to Agent;

               (iii)     liability insurance with respect to the operation
          of its facilities under the workers' compensation laws of the
          states in which such Collateral is located; and

               (iv) business interruption insurance.

          (B)  Each insurance policy obtained in satisfaction of the
     requirements of Section 9(A) hereof:

               (i)  may be provided by blanket policies now or hereafter
          maintained by each Borrower or its parent companies;

                                       8

<PAGE>

               (ii) shall be issued by such insurer (or insurers) as shall
          be financially responsible and of recognized standing;
               (iii)     shall be in such form and have such provisions
          (including without limitation the loss payable clause, the waiver
          of subrogation clause, the deductible amount, if any, and the
          standard mortgagee endorsement clause), as are generally
          considered standard provisions for the type of insurance involved
          and are reasonably acceptable in all respects to the Agent;

               (iv) shall prohibit cancellation or substantial
          modification, termination or lapse in coverage by the insurer
          without at least 30 days' prior written notice to the Agent,
          except for non-payment of premium, in which case such policies
          shall provide ten (10) days' prior written notice;

               (v)  without limiting the generality of the foregoing, all
          insurance policies where applicable under Section 9(A)(i) carried
          on the Collateral shall name the Agent, for the benefit of the
          Lenders, as loss payee and a party insured thereunder in respect
          of any claim for payment in excess of $250,000.

          (C)  Prior to expiration of any such policy, such Borrower shall
     furnish the Agent with evidence satisfactory to the Agent that the
     policy or certificate has been renewed or replaced or is no longer
     required by this Agreement.

          (D)  Each Borrower hereby irrevocably makes, constitutes and
     appoints the Agent (and all officers, employees or agents designated
     by the Agent), for the benefit of the Lenders, effective upon the
     occurrence and during the continuance of an Event of Default, as such
     Borrower's true and lawful attorney (and agent-in-fact) for the
     purpose of making, settling and adjusting claims under such policies
     of insurance, endorsing the name of such Borrower on any check, draft,
     instrument or other item or payment for the proceeds of such policies
     of insurance and for making all determinations and decisions with
     respect to such policies of insurance.

          (E)  In the event such Borrower shall fail to maintain, or fail
     to cause to be maintained, the full insurance coverage required
     hereunder or shall fail to keep any of its Collateral in good repair
     and good operating condition, the Agent may (but shall be under no
     obligation to), without waiving or releasing any Obligation or Event
     of Default by such Borrower hereunder, contract for the required
     policies of insurance and pay the premiums on the same or make any
     required repairs, renewals and replacements; and all sums so disbursed
     by Agent, including reasonable attorneys' fees, court costs, expenses
     and other charges related thereto, shall be payable on demand by such
     Borrower to the Agent and shall be additional Obligations secured by
     the Collateral.

          (F)  Each Borrower agrees that to the extent that it shall not
     carry insurance required by Section 9(A) hereof, it shall in the event
     of any loss or casualty pay promptly to the Agent, for the benefit of
     the Lenders, for application in accordance with the provisions of
     Section 9(H) hereof, such amount as would have been received as Net
     Proceeds (as hereinafter defined) by the Agent, for the benefit of the
     Lenders, under the provisions of Section 9(H) hereof had such
     insurance been carried to the extent required.

                                       9

<PAGE>

          (G)  The Net Proceeds of the insurance carried pursuant to the
     provisions of Sections 9(A)(ii) and 9(A)(iii) hereof shall be applied
     by such Borrower toward extinguishment of the defect or claim or
     satisfaction of the liability with respect to which such insurance
     proceeds may be paid.

          (H)  The Net Proceeds of the insurance carried with respect to
     the Collateral pursuant to the provisions of Section 9(A)(i) hereof
     shall be paid to such Borrower and held by such Borrower in a separate
     account and applied as follows: (i) as long as no Event of Default
     shall have occurred and be continuing, after any loss under any such
     insurance and payment of the proceeds of such insurance, each Borrower
     shall have a period of 180 days after payment of the insurance
     proceeds with respect to such loss to elect to either (x) repair or
     replace the Collateral so damaged, (y) deliver such Net Proceeds to
     the Agent, for the benefit of the Lenders, as additional Collateral or
     (z) apply such Net Proceeds to the acquisition of tangible assets used
     or useful in the conduct of the business of such Borrower, subject to
     the provisions of this Agreement.  If such Borrower elects to repair
     or replace the Collateral so damaged, such Borrower agrees the
     Collateral shall be repaired to a condition substantially similar to
     its condition prior to damage or replaced with Collateral in a
     condition substantially similar to the condition of the Collateral so
     replaced prior to damage; and (ii) at all times during which an Event
     of Default shall have occurred and be continuing, after any loss under
     such insurance and payment of the proceeds of such insurance, such
     Borrower shall immediately deliver such Net Proceeds to such Agent,
     for the benefit of the Lenders, as additional Collateral.

          (I)  "Net Proceeds" when used with respect to any insurance
     proceeds shall mean the gross proceeds from such proceeds, award or
     other amount, less all taxes, fees and expenses (including attorneys'
     fees) incurred in the realization thereof.

          (J)  In case of any material damage to or destruction of all or
     any material part of the Collateral pledged hereunder by a Borrower,
     such Borrower shall give prompt notice thereof to the Agent.  Each
     such notice shall describe generally the nature and extent of such
     damage, destruction, taking, loss, proceeding or negotiations.  Each
     Borrower is hereby authorized and empowered to adjust or compromise
     any loss under any such insurance.

     10.  Events of Default.  The following shall constitute Events of
Default ("Events of Default") under this Security Agreement:

          (A)  The occurrence of an Event of Default under the Credit
     Agreement; or

          (B)  Failure by any Borrower to perform, observe or comply with
     any term, covenant, condition or provision contained in this Security
     Agreement and in each event other than such failure to perform,
     observe and comply with the last sentence of Section 5(G) hereof, such
     failure shall continue for 30 or more days after the earlier of
     receipt of notice of such failure by the Secured Party or any senior
     officer of such Borrower becomes aware of such failure; or

                                       10

<PAGE>

          (C)  Any material warranty, representation or other written
     statement made by any Borrower herein or in any instrument furnished
     by such Borrower to the Secured Party pursuant to this Security
     Agreement shall be false or misleading in any material respect on the
     date as of which it is made.

     11.  Rights and Remedies Upon Event of Default.  During the occurrence
and continuation of an Event of Default, the Secured Party shall have the
following rights and remedies:

          (A)  All of the rights and remedies of a secured party under the
     Uniform Commercial Code of the state where such rights and remedies
     are asserted, or under other applicable law, all of which rights and
     remedies shall be cumulative, and none of which shall be exclusive, to
     the extent permitted by law, in addition to any other rights and
     remedies contained in this Security Agreement, the Credit Agreement or
     any other Loan Documents;

          (B)  The right, to the extent permitted by law, to enter upon the
     premises of any Borrower through self-help and without judicial
     process, without first obtaining a final judgment or giving any
     Borrower notice and opportunity for a hearing on the validity of the
     Secured Party's claim and without any obligation to pay rent to any
     Borrower, or any other place or places where any Collateral is located
     and kept, and remove the Collateral therefrom to the premises of the
     Secured Party or any agent of the Secured Party, for such time as the
     Secured Party may desire, in order effectively to collect or to
     liquidate the Collateral;

          (C)  The right to (i) demand payment of the Accounts; (ii)
     enforce payment of the Accounts, by legal proceedings or as otherwise
     provided herein; (iii) exercise all of the Borrowers' rights and
     remedies with respect to the collection of the Accounts; (iv) settle,
     adjust, compromise, extend or renew the Accounts; (v) settle, adjust
     or compromise any legal proceedings brought to collect the Accounts;
     (vi) if permitted by applicable law, sell or assign the Accounts upon
     such terms, for such amounts and at such time or times as the Secured
     Party deems advisable; (vii) discharge and release the Account Debtors
     or extend the time of payment of any and all Accounts or to make
     allowances or adjustments relating thereto; (viii) if any Borrower
     fails to promptly do so, prepare, file and sign such Borrower's name
     on a Proof of Claim in bankruptcy or similar document against any
     Account Debtor; (ix) prepare, file and sign any Borrower's names on
     any notice of lien, notice of assignment, financing statements,
     assignment or satisfaction of lien or similar document in connection
     with the Accounts; (x) endorse the name of any Borrower upon any
     chattel paper, document, instrument, invoice, freight bill, bill of
     lading or similar document or notices to Account Debtors or agreement
     relating to the Accounts or Inventory; (xi) use any Borrower's
     stationery for verifications of the Accounts and notices thereof to
     Account Debtors; (xii) use the information recorded on or contained in
     any data processing equipment and computer hardware and software
     relating to the Accounts and Inventory to which any Borrower has
     access; (xiii) open any Borrower's mail and collect any and all
     amounts due to it from persons obligated and any Accounts; (xiv) take

                                       11

<PAGE>

     over any Borrower's post office boxes or make other arrangements as
     the Secured Party deems necessary to receive its mail including
     notifying the post office authorities to change the address for
     delivery of its mail to such address as the Secured Party may
     designate; and (xv) do all acts and things and execute all documents
     necessary, in the Secured Party's discretion, to collect the Accounts;

          (D)  Upon ten (10) days notice to the Authorized Representative,
     the right to sell (or to direct any Borrower to sell as agent of the
     Secured Party), assign, lease or otherwise to dispose of all or any
     Collateral in its then condition, or after any repairs or refurbishing
     shall have been made, at public or private sale or sales, with such
     notice as may be required by law, in lots or in bulk, for cash or on
     credit, with or without representations and warranties, at any time or
     place, in one or more sales all as the Secured Party, in its sole
     discretion, may deem advisable.  The Secured Party shall have the
     right to conduct such sales on any Borrower's premises or elsewhere
     and shall have the right to use any Borrower's premises without charge
     for such sales for such time or times as the Secured Party may see
     fit.  The Secured Party may, if it deems it reasonable, postpone or
     adjourn any sale of the Collateral from time to time by an
     announcement at the time and place of such postponed or adjourned
     sale, without being required to give a new notice of sale.  Each
     Borrower agrees that the Secured Party has no obligation to preserve
     rights to the Collateral against prior parties or to marshall any
     Collateral for the benefit of any Person.  If any of the Collateral
     shall require repairs, maintenance, preparation or the like, the
     Secured Party shall have the right, but shall not be obligated, to
     perform such repairs, maintenance, preparation or other processing for
     the purpose of putting the same in such saleable form as the Secured
     Party shall deem appropriate, but the Secured Party shall have the
     right to sell or dispose of the Collateral without such processing.
     Each Borrower agrees that in the event notice is necessary under
     applicable law, written notice mailed to an Authorized Representative
     in the manner specified in Section 17 hereof ten (10) days prior to
     the date of public sale of any of the Collateral or prior to the date
     after which any private sale or other intended disposition of the
     Collateral will be made shall constitute commercially reasonable
     notice to such Borrower of such sale or other disposition.  All notice
     is hereby waived with respect to any of the Collateral which the
     Secured Party has reason to believe will decline speedily in value.
     The Secured Party may purchase all or any part of the Collateral at
     public or, if permitted by law, private sale, free from any right of
     redemption which is hereby expressly waived by each Borrower and, in
     lieu of actual payment of such purchase price, may set off the amount
     of such price against the Obligations.  The net cash proceeds
     resulting from the collection, liquidation, sale, lease or other
     disposition of the Collateral shall be applied in accordance with
     Section 14 hereof.  Each Borrower shall be liable to the Secured Party
     and shall pay to the Secured Party on demand any deficiency with
     respect to the Obligations which may remain after such sale,
     disposition, collection or liquidation of the Collateral.  The Secured
     Party shall remit to Giant Holding or the Person entitled thereto any
     surplus of such cash proceeds remaining after all Obligations have
     been paid in full.

     12.  Anti-Marshalling Provisions.  The right is hereby given by each
Borrower to the Secured Party to make releases (whether in whole or in
part) of all or any part of the Collateral agreeable to the Secured Party

                                       12

<PAGE>

without notice to, or the consent, approval or agreement of other parties
and interests, including junior lienors, which releases shall not impair in
any manner the validity of or priority of the liens and security interest
in the remaining Collateral conferred under such documents, nor release any
Borrower from liability for the Obligations hereby secured.
Notwithstanding the existence of any other security interest in the
Collateral held, the Secured Party shall have the right to determine the
order in which any or all of the Collateral shall be subjected to the
remedies provided in this Security Agreement.  Each Borrower hereby waives
any and all right to require the marshalling of assets in connection with
the exercise of any of the remedies permitted by applicable law or provided
herein.

     13.  Appointment of the Secured Party as Borrowers' Lawful Attorney.
During the continuance of an Event of Default, each Borrower irrevocably
designates, makes, constitutes and appoints the Secured Party (and all
Persons designated by the Secured Party) as its true and lawful attorney
(and agent-in-fact) for the purposes specified herein.  All acts of the
Secured Party or its designee taken pursuant to Section 11 are hereby
ratified and confirmed and the Secured Party or its designee shall not be
liable for any acts of omission or commission nor for any error of judgment
or mistake of fact or law except to the extent that the Secured Party or
its designee engages in gross negligence, wilful misconduct or a wilful
default or wilful breach under this Agreement or any other Loan Document.
This power, being coupled with an interest, is irrevocable by the Borrowers
until all Obligations are paid in full.

     14.  Application of Proceeds.  All monies collected by the Secured
Party upon any sale or other disposition of the Collateral, together with
all other monies received by the Secured Party hereunder in respect of the
Collateral, shall be applied as provided in Section 8.5 of the Credit
Agreement.

     15.  Expenses; Indemnity.  The Borrowers will upon demand jointly and
severally pay the Secured Party the amount of any and all reasonable
expenses, including the reasonable fees and expenses of its counsel and of
any experts and agents, which it may reasonably incur in connection with
(a) the execution of the terms of this Security Agreement, (b) the custody
or preservation of, or the sale of, collection from, or other realization
upon any of the Collateral hereunder or (c) the failure by any Borrower to
perform or to observe any of the provisions hereof.  Each Borrower agrees
jointly and severally to indemnify and hold harmless the Secured Party and
each Lender from and against any and all claims and demands, losses,
judgments and liabilities (including liabilities for penalties) of whatever
kind or nature, growing out of or arising from this Security Agreement or
the exercise by the Secured Party of any right or remedy granted to it
hereunder or under the Credit Agreement or any other Loan Document, other
than any such claim, demand, loss, judgment or liability resulting from the
gross negligence or wilful misconduct of the Secured Party.  If and to the
extent that the obligations of the Borrowers under this Section 15 are
unenforceable for any reason, each Borrower hereby agrees to make the
maximum contribution to the payment and satisfaction of such obligations
which is permissible under applicable law.

     16.  Security Interest Absolute.  All rights of the Secured Party
hereunder, and all obligations of each Borrower hereunder, shall be
absolute and unconditional irrespective of:

                                       13

<PAGE>

          (A)  any lack of validity or enforceability of the Credit
     Agreement, any other Loan Document or any other agreement or
     instrument relating to any of the Obligations;

          (B)  any change in the term, manner or place of payment of, or in
     any other term of, all or any of the Obligations, or any other
     amendment or waiver of or any consent to any departure from the Credit
     Agreement, any other Loan Document or any other agreement or
     instrument relating to any of the Obligations;

          (C)  any exchange, release or non-perfection of any other
     collateral, or any release or amendment or waiver of or consent to
     departure from any guaranty, for all or any of the Obligations; or

          (D)  any other circumstances (other than circumstances resulting
     from the gross negligence or wilful misconduct of the Secured Party)
     which might otherwise constitute a defense available to, or a
     discharge of, any Borrower in respect of the Obligations or of this
     Security Agreement.

     17.  Amendments, Waivers and Consents.  No amendment or waiver of any
provision of this Security Agreement or consent to any departure of any
Borrower herefrom shall in any event be effective unless the same shall be
in writing and signed by each Borrower and the Secured Party with the
consent of the Required Lenders and then such amendment, waiver or consent
shall be effective only in the specific instance and for the specific
purpose for which given.  No failure on the part of the Secured Party to
exercise, and no delay in exercising, any rights, power or remedy hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise
of any such right, power or remedy by the Secured Party preclude any other
or further exercise thereof or the exercise of any other right, power or
remedy.

     18.  Notices.  Any notice shall be conclusively deemed to have been
received by any party hereto and be effective on the day on which delivered
to such party (against receipt therefor) at the address set forth below or
such other address as such party shall specify to the other parties in
writing (or, in the case of notice by telecopy, telegram or telex (where
the receipt of such message is verified by return) expressly provided for
hereunder, when received at such telecopy or telex number as may from time
to time be specified in written notice to the other parties hereto or
otherwise received), or if sent prepaid by certified or registered mail
return receipt requested on the fifth Business Day after the day on which
mailed, addressed to such party at said address:

                                       14

<PAGE>

          (A)  if to any of the Borrowers:

               Giant Cement Holding, Inc.
               320-D Midland Parkway
               Summerville, South Carolina 29485
               Attention:  Terry L. Kinder
                           Vice President and
                           Chief Financial Officer

               Telephone:     (803) 851-9898
               Telefacsimile: (803) 851-9876

               with a copy to:

               Keystone Cement Company
               Post Office Box A
               Bath, Pennsylvania 18014-0058
               Attention: Gary L. Pechota
                         President and CEO
               Telephone:     (610)837-2260
               Telefacsimile: (610) 837-2217


          (B)  if to the Secured Party:

               SouthTrust Bank of Alabama, National Association
               420 North 20th Street
               Birmingham, Alabama  35203
               Attention: Steven W. Davis
               Telephone:     (205)254-5403
               Telefacsimile: (205)254-4240

               with a copy to:

               SouthTrust Bank of Alabama
               150 2nd Avenue North
               Suite 470
               St. Petersburg, Florida 33701
               Attention:  Juliette S. Stapf
               Telephone:     (813) 898-4630
               Telefacsimile: (813) 898-5319

     19.  Termination.  This Security Agreement shall terminate when all
the Obligations have been fully paid, satisfied and performed, or otherwise
satisfied or provided for to the satisfaction of the Secured Party, and the
Credit Agreement shall have been terminated at which time the Secured Party

                                       15

<PAGE>

shall promptly release all of the Collateral from the security interest
granted hereunder and take all action reasonably necessary to effectuate
the same.  Notwithstanding the foregoing provisions of this Section 19, in
the event that any payment made or deemed made to the Secured Party in
payment of any Obligation shall be rescinded or declared to be or become
void, voidable or otherwise recoverable from the Secured Party for any
reason whatsoever, the Lien in favor of the Secured Party created hereunder
shall be and become reinstituted in respect of such Obligations until the
same shall be thereafter fully and finally paid, satisfied and discharged.

     20.  Interpretation; Partial Invalidity.  Whenever possible each
provision of this Security Agreement shall be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of
this Security Agreement shall be prohibited by or invalid under such law,
such provision shall be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Security Agreement.

     21.  Miscellaneous; Remedies Cumulative.  Unless the context of this
Security Agreement otherwise clearly requires, references to the plural
includes the singular, the singular the plural and the part the whole and
"or" has the inclusive meaning represented by the phrase "and/or".  The
section headings used herein are for convenience of reference only and
shall not define, limit or extend the provisions of this Security
Agreement.  All remedies hereunder are cumulative and are not exclusive of
any other rights and remedies of the Secured Party provided by law or under
the Credit Agreement, the Loan Documents, or other applicable agreements or
instruments.  The making of the Loans to the Borrowers pursuant to the
Credit Agreement shall be conclusively presumed to have been made or
extended, respectively, in reliance upon the obligations of the Borrower
incurred pursuant to this Security Agreement.

     22.  Successors and Assigns.  This Agreement shall be binding upon the
successors and assigns of the Secured Party and each Borrower, and the
right, remedies, powers, and privileges of the Secured Party hereunder
shall inure to the benefit of the successors and assigns of the Secured
Party; provided, however, that (i) no Borrower shall make any assignment
hereof without the prior written consent of the Secured Party and (ii) the
Secured Party may make assignments in compliance with Section 10.1 of the
Credit Agreement.

     23.  Counterparts.  This Agreement may be executed in any number of
counterparts and all the counterparts taken together shall be deemed to
constitute one and the same instrument.

     24.  Governing Law.

          (A)  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
     ACCORDANCE WITH, THE LAWS OF THE STATE OF SOUTH CAROLINA APPLICABLE TO
     CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

                                       16

<PAGE>

          (B)  EACH BORROWER HEREBY EXPRESSLY AND IRREVOCABLY AGREES AND
     CONSENTS THAT ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR
     RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREIN
     MAY BE INSTITUTED IN ANY STATE OR FEDERAL COURT SITTING IN THE COUNTY
     OF MECKLENBURG OF NORTH CAROLINA, UNITED STATES OF AMERICA AND, BY THE
     EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH BORROWER EXPRESSLY
     WAIVES ANY OBJECTION THAT IT MAY HAVE NOW OR HEREAFTER TO THE LAYING
     OF THE VENUE OR TO THE JURISDICTION OF ANY SUCH SUIT, ACTION OR
     PROCEEDING, AND IRREVOCABLY SUBMITS GENERALLY AND UNCONDITIONALLY TO
     THE JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR
     PROCEEDING.

          (C)  EACH BORROWER AGREES THAT SERVICE OF PROCESS MAY BE MADE BY
     PERSONAL SERVICE OF A COPY OF THE SUMMONS AND COMPLAINT OR OTHER LEGAL
     PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING, OR BY REGISTERED OR
     CERTIFIED MAIL (POSTAGE PREPAID) TO THE ADDRESS OF SUCH BORROWER
     PROVIDED IN THE CREDIT AGREEMENT, OR BY ANY OTHER METHOD OF SERVICE
     PROVIDED FOR UNDER THE APPLICABLE LAWS IN EFFECT IN THE STATE OF NORTH
     CAROLINA.

          (D)  NOTHING CONTAINED IN SUBSECTIONS (B) OR (C) HEREOF SHALL
     PRECLUDE THE SECURED PARTY FROM BRINGING ANY SUIT, ACTION OR
     PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER
     LOAN DOCUMENTS IN THE COURTS OF ANY PLACE WHERE ANY BORROWER OR ANY OF
     SUCH BORROWER'S PROPERTY OR ASSETS MAY BE FOUND OR LOCATED.  TO THE
     EXTENT PERMITTED BY THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, EACH
     BORROWER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH
     COURT AND EXPRESSLY WAIVES, IN RESPECT OF ANY SUCH SUIT, ACTION OR
     PROCEEDING, THE JURISDICTION OF ANY OTHER COURT OR COURTS WHICH NOW OR
     HEREAFTER, BY REASON OF ITS PRESENT OR FUTURE DOMICILE, OR OTHERWISE,
     MAY BE AVAILABLE TO IT.

          (E)  IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS
     OR REMEDIES UNDER OR RELATED TO THIS AGREEMENT OR ANY AMENDMENT,
     INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR THAT MAY IN THE FUTURE
     BE DELIVERED IN CONNECTION WITH THE FOREGOING, EACH BORROWER HEREBY
     AGREES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THAT ANY SUCH
     ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A

                                       17

<PAGE>

     JURY AND EACH BORROWER HEREBY WAIVES, TO THE EXTENT PERMITTED BY
     APPLICABLE LAW, ANY OBJECTION THAT IT MAY HAVE THAT EACH ACTION OR
     PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

                            [Signature pages follow]

                                       18

<PAGE>

     IN WITNESS WHEREOF, the Borrower and the Secured Party have caused
this Security Agreement to be duly executed by delivered by its respective
officer thereunto duly authorized as of the date first above written.


                            GIANT CEMENT HOLDING, INC.

ATTEST:                     By: _______________________________________
                            Name: Terry L. Kinder
______________________      Title:   Vice President and Chief Financial
Officer
Assistant Secretary

[CORPORATE SEAL]


                            GIANT CEMENT COMPANY

ATTEST:                     By: _______________________________________
                            Name: Terry L. Kinder
______________________      Title:   Vice President and Chief Financial
Officer
Assistant Secretary

[CORPORATE SEAL]


                            KEYSTONE CEMENT COMPANY

ATTEST:                     By: _______________________________________
                            Name: Terry L. Kinder
______________________      Title:   Vice President
Assistant Secretary

[CORPORATE SEAL]

                             SIGNATURE PAGE 1 OF 3

<PAGE>

                            GIANT RESOURCE RECOVERY COMPANY, INC.

ATTEST:                     By: _______________________________________
                            Name: Terry L. Kinder
______________________      Title:   Vice President and Chief Financial
Officer
Assistant Secretary

[CORPORATE SEAL]


                            GCHI INVESTMENTS, INC.

ATTEST:                     By: _______________________________________
                            Name: Terry L. Kinder
______________________      Title:   Vice President and Chief Financial
Officer
Assistant Secretary

[CORPORATE SEAL]


                            GIANT CEMENT NC, INC.

ATTEST:                     By: _______________________________________
                            Name: Terry L. Kinder
______________________      Title:   Vice President and Chief Financial
Officer
Assistant Secretary

[CORPORATE SEAL]

                             SIGNATURE PAGE 2 OF 3

<PAGE>

                            SOUTHTRUST BANK OF ALABAMA, NATIONAL
                            ASSOCIATION, as Agent for the Lenders

                            By: _______________________________________
                            Name:   Steven W. Davis
                            Title:     Assistant Vice President


                            SOUTHTRUST BANK OF ALABAMA, NATIONAL ASSOCIATION,
                            as Lender


                            By: _______________________________________
                            Name:   Steven W. Davis
                            Title:     Assistant Vice President

                             SIGNATURE PAGE 3 OF 3

<PAGE>

                           SCHEDULE 1 TO
                         SECURITY AGREEMENT

          Principal place of business, chief executive office and
          location of all Account Records and Account Documents:

1.   Giant Cement Holding, Inc.

  a. Principal Office:      320D Midland Parkway
                            Summerville, SC 29485

  b. Principal place of     320D Midland Parkway
     business:              Summerville, SC 29485

  c. Locations of Account   320D Midland Parkway
     Records and Account    Summerville, SC 29485
     Documents:

2.   Giant Cement Company

  a. Principal Office:      320D Midland Parkway
                            Summerville, SC 29485

  b. Principal place of     P. O. Box 218
     business:              654 Judge Street
                            Harleyville, SC 29448

  c. Locations of Account   320D Midland Parkway
     Records and Account    Summerville, SC 29485
     Documents:

3.   Keystone Cement Company

  a. Principal Office:      7311 Airport Road
                            P. O. Box A
                            Bath, PA 18014-0058

  b. Principal place of     Route 329, Box A
     business:              Bath, PA 18014-0058

  c. Locations of Account   7311 Airport Road
     Records and Account    P.O. Box A
     Documents:             Bath, PA 18014-0058

<PAGE>

4.   Giant Resource Recovery Company, Inc.

  a. Principal Office:      320D Midland Parkway
                            Summerville, SC 29485

  b. Principal place of     P. O. Box 352
     business:              654 Judge Street
                            Harleyville, SC 29448

  c. Locations of Account   320D Midland Parkway
     Records and Account    Summerville, SC 29485
     Documents:

5.   GCHI Investments, Inc.

  a. Principal Office:      Organizational Services
                            P. O. Box 7048
                            Wilmington, DE 19803

  b. Principal place of     320D Midland Parkway
     business:              Summerville, SC 29485

  c. Location of Account    Organizational Services
     Records and Account    P.O. Box 7048
     Documents:             Wilmington, DE 19803

6.   Giant Cement NC, Inc.

  a. Principal Office:      320D Midland Parkway
                            Summerville, SC 29485

  b. Principal place of     Durham Terminal
     business:              P. O. Box 11097
                            Ellis Road, Durham, NC 27703

  c. Location of Account    320D Midland Parkway
     Records and Account    Summerville, SC 29485
     Documents:

<PAGE>

                             SCHEDULE 2 TO
                           SECURITY AGREEMENT

                         Locations of Inventory
                     (Leased locations noted as such)

1.   Giant Cement Holding, Inc.

     None

2.   Giant Cement Company

     654 Judge Street, P. O. Box 218
     Harleyville, SC 29448

     Atlanta Terminal
     1815 Montreal Road
     Tucker, GA 30084
     [Leased Location]

3.   Keystone Cement Company

     Route 329, P. O. Box A
     Bath, PA 18014-0058

4.   Giant Resource Recovery Company, Inc.

     None

5.   GCHI Investments, Inc.

     None

6.   Giant Cement NC, Inc.

     Charlotte Terminal
     721 West Eleventh Street
     Charlotte, NC 28206
     [Leased Location]

     Durham Terminal
     P. O. Box 11097, 824 Ellis Road
     Durham, NC 27703

     410 Clay Street
     Durham, NC 27703
     [Leased Location]

<PAGE>

                           SCHEDULE 3 TO
                         SECURITY AGREEMENT

    Inventory stored with bailee, warehouseman, or similar party

1.   Giant Cement Holding, Inc.

     None

2.   Giant Cement Company

     Southern Color and Chemical Company
     Seven Swisher Drive
     Cartersville, GA 30120

3.   Keystone Cement Company

     None

4.   Giant Resource Recovery Company, Inc.

     None

5.   GCHI Investments, Inc.

     None

6.   Giant Cement NC, Inc.

     None

<PAGE>

                           EXHIBIT G

             Form of Opinion of Borrowers' Counsel



                             December 20, 1996



SouthTrust Bank of Alabama, National Association,
  as Agent, and each of the Lenders
  party to the Credit Agreement
  referenced below
420 North 20th Street
Birmingham, AL 35203

Re:  $30,000,000 Revolving Credit Facility and $2,000,000 Letter of  Credit
     Facility  for  Giant  Cement  Holding,  Inc.,  Giant  Cement  Company,
     Keystone  Cement Company, Giant Resource Recovery Company, Inc.,  GCHI
     Investments,  Inc.  and  Giant  Cement  NC,  Inc.  (collectively,  the
     "Borrowers" and individually, a "Borrower")

Gentlemen:

     We  have acted as special counsel to each Borrower in connection  with
the revolving credit facility in the maximum aggregate principal amount  at
any  time  outstanding of $30,000,000 and the letter of credit facility  in
the  amount  of $2,000,000 being made available by you to the Borrowers  on
this date pursuant to the Credit Agreement of even date herewith among  the
Borrowers,  each  lender  party thereto and  SouthTrust  Bank  of  Alabama,
National Associates, as Agent for the Lenders (the "Credit Agreement")  and
the transactions contemplated by the Credit Agreement.

     This  opinion is being delivered in accordance with the condition  set
forth  in  Section 4.1 (a) (ii) of the Credit Agreement.   All  capitalized
terms  not  otherwise  defined  herein shall  have  the  meanings  provided
therefor in the Credit Agreement.

     As such counsel, we have reviewed the following documents:

          1.   the Credit Agreement;

          2.   each Revolving Note;

          3.   the Security Agreement; and

          4.   the Financing Statements (as hereinafter defined).

                                      G-1

<PAGE>

All the foregoing documents are collectively referred to hereinafter as the
"Loan Documents".

     For purposes of the opinions expressed below, we have assumed that all
natural persons executing the Loan Documents have legal capacity to do  so;
all  signatures on all documents submitted to us are genuine; all documents
submitted to us as originals are authentic; and all documents submitted  to
us  as  certified copies or photocopies conform to the original  documents,
which themselves are authentic.

     In  addition,  for purposes of giving this opinion, we  have  examined
corporate  records  of  each Borrower, certificates  of  public  officials,
certificates  of  appropriate officials of each  Borrower  and  such  other
documents or made such inquiries as we have deemed appropriate.

     Based upon and subject to the foregoing, it is our opinion that:

          1.    Each  Borrower  is  a corporation duly  organized,  validly
     existing and in good standing under the laws of the state in which  it
     is  organized and is duly qualified to transact business as a  foreign
     corporation and is in good standing in all of jurisdictions  in  which
     the nature of its business requires such qualification.  Each Borrower
     has  full corporate power and authority to own its assets and  conduct
     the  businesses in which it is now engaged, and each Borrower has full
     corporate power and authority to enter into each of the Loan Documents
     to which it is a party and to perform its obligations thereunder.

          2.    Each of the Loan Documents has been duly authorized by  the
     Board  of  Directors of each Borrower, has been executed and delivered
     by  each  Borrower,  and  constitutes the  legal,  valid  and  binding
     obligation of the Borrower, enforceable against in accordance with its
     respective  terms,  except (i) as the enforceability  thereof  may  be
     limited by applicable bankruptcy, insolvency, reorganization and other
     similar laws relating to or affecting creditors' rights generally  and
     (ii)  as the enforceability of the remedial provisions thereof may  be
     limited  by  general  equitable  principles;  provided,  however,  the
     application  of such equitable principles or limitations of  law  does
     not,   in   our  opinion,  materially  interfere  with  the  practical
     realization  of  the benefits and security intended  to  be  conferred
     under the Loan Documents.

          3.    Neither  the  execution or delivery of, nor performance  by
     each Borrower of its respective obligations under, the Loan Documents,
     (a)  does or will conflict with, violate or constitute a breach of (i)
     the  charter  or  bylaws of such Borrower, (ii)  any  laws,  rules  or
     regulations  applicable  to  such  Borrower  or  (iii)  any  contract,
     agreement,  indenture,  lease, instrument, other  document,  judgment,
     writ,  determination, order, decree or arbitral award  to  which  such
     Borrower is a party or by which such Borrower or any of its properties
     is  bound,  or (b) requires the prior consent of, notice to or  filing
     with  any  Governmental Authority, or (c) does or will result  in  the
     creation or imposition of any Lien of any nature upon or with  respect
     to  any  of  the properties of any Borrower, except for the  Liens  in
     favor of you expressly created pursuant to the Security Agreement.

                                      G-2

<PAGE>

          4.    There  is  no  pending or, to the best  of  our  knowledge,
     threatened,  action,  suit,  investigation  or  proceeding  (including
     without limitation any action, suit, investigation or proceeding under
     any  environmental  or labor law), nor is there  any  basis  therefor,
     before or by any court, or governmental department, commission, board,
     bureau, instrumentality, agency or arbitral authority, (i) which calls
     into question the validity or enforceability of the Loan Documents, or
     the titles to their respective offices or authority of any officers of
     any  Borrower or (ii) an adverse result in which would have a Material
     Adverse Effect.

          5.    No  Borrower  is  subject to any charter,  bylaw  or  other
     corporate  restrictions  nor, to the best of  our  knowledge,  is  any
     Borrower  party  to  or bound by any contract or agreement  which  (i)
     materially and adversely affects its business, properties or condition
     (financial  or  otherwise), or (ii) restricts,  limits,  or  prohibits
     payment of the Loans and Obligations or performance of its obligations
     pursuant to the terms of the Loan Documents.

          6.     None  of  the  transactions  contemplated  by  the  Credit
     Agreement,  including, without limitation, the use of the proceeds  of
     the Loans made available to the Borrowers, will violate or result in a
     violation  of  Section 7 of the Securities Exchange Act  of  1934,  as
     amended, any regulations issued pursuant thereto, or regulations G, T,
     U or X of the Board of Governors of the Federal Reserve System, and to
     the  best  of  our  knowledge the Borrowers do not own  or  intend  to
     purchase  or  carry  any  "margin  securities"  as  defined  in   said
     regulations.

          7.    The  Security  Agreement is effective  to  create  a  valid
     security interest in favor of the Agent for the benefit of the Lenders
     in  the  Collateral  described therein.  The Uniform  Commercial  Code
     Financing  Statements on Form UCC-1 described on Schedule  A  attached
     hereto  (collectively,  the  "Financing Statements")  have  been  duly
     executed  and  delivered  to the Agent and are  in  form,  number  and
     content sufficient (together with the tender of necessary filing fees)
     for filing with the respective filing offices described on Schedule  A
     with  the effect that, upon such filing, the Agent shall have  a  duly
     perfected  security  interest for the benefit of the  Lenders  in  the
     Collateral  described in the Security Agreement to the extent  that  a
     security interest in such Collateral can be perfected by the filing of
     financing statements under the Uniform Commercial Code as in effect in
     the  appropriate jurisdictions and the proceeds thereof and no further
     filings   or  recordations  are  necessary  to  perfect  the  security
     interests  created by the Security Agreement.  Such security  interest
     will have priority over any other consensual security interests in the
     same  property  that  are  perfected by  the  filing  of  a  financing
     statement  subsequent  to  the date of such filings  on  your  behalf,
     except for purchase money security interests.

     We  are  not expressing any opinion as to any matter relating  to  any
jurisdiction other than the laws of the State of __________________ and the
United  States  of  America  and we assume  no  responsibility  as  to  the
applicability  of  the laws of any other jurisdiction  as  to  the  subject
transaction or the effect of such laws thereon.

     Our  opinions contained herein are rendered only as of the date hereof
and  we  undertake  no  obligation to update our opinions  after  the  date
hereof.

                                      G-3

<PAGE>

     Our opinions contained herein are rendered solely for your information
in  connection with the Loan Documents and may not be relied  upon  in  any
manner  by  any  other person, entity or agency, or by you  for  any  other
purpose.   Without our prior written consent our opinions herein shall  not
be  quoted  or  otherwise  included,  summarized  or  referred  to  in  any
publication  or document, in whole or in part, for any purposes whatsoever,
or  furnished  to  any other person, entity or agency,  except  as  may  be
required  by you by applicable law or regulation or in accordance with  any
auditing  or oversight function or request of regulatory agencies to  which
you are subject.

     In  rendering  the  foregoing opinion in paragraph 7  above,  we  have
relied  upon the opinion of _____________________ of even date herewith,  a
copy  of  which is attached hereto, as to matters involving the application
of  the laws of the State of ______________; such opinion is acceptable  to
us  in  form  and  substance and in our opinion  you  may  reasonably  rely
thereon.

                                   Very truly yours,

                                      G-4

<PAGE>

                           EXHIBIT H

                     Compliance Certificate


SouthTrust Bank of Alabama, National Association,
  as Agent for the Lenders
420 North 20th Street
Birmingham, Alabama 35203
Attention: Southeastern Corporate Banking

     Reference  is  made to the Credit Agreement dated as of  December  20,
1996  (the  "Agreement")  among  Giant Cement  Holding,  Inc.,  a  Delaware
corporation, Giant Cement Company, a Delaware corporation and wholly  owned
subsidiary  of  Giant  Holding,  Keystone Cement  Company,  a  Pennsylvania
corporation  and wholly owned subsidiary of Giant Holding,  Giant  Resource
Recovery  Company, Inc., a Delaware corporation and wholly owned subsidiary
of Giant Holding, GCHI Investments, Inc., a Delaware corporation and wholly
owned  subsidiary  of Giant Holding, and Giant Cement  NC,  Inc.,  a  South
Carolina corporation and wholly owned subsidiary of Giant Holding  (each  a
"Borrower"  and collectively, the "Borrowers"), the Lenders (as defined  in
the  Agreement),  and SouthTrust Bank of Alabama, National Association,  as
Agent  for  the Lenders ("Agent"). Capitalized terms used but not otherwise
defined herein shall have the respective meanings therefor set forth in the
Agreement.   The  undersigned,  a  duly authorized  and  acting  Authorized
Representative,  hereby  certifies to you as of  September  30,  1996  (the
"Determination Date") as follows:

1.   Calculations:

     A.   Compliance with Section 7.1: Consolidated Indebtedness for
          Money Borrowed to Consolidated Tangible Net Worth

          1.   Consolidated Indebtedness for Money Borrowed
                                                      $__________

          2.   Consolidated Tangible Net Worth        $__________

               a.  Consolidated Shareholders Equity   $__________
               b.  Reserves                           $__________
               c.  Net book value of intangible assets$__________
               d.  Difference of a. - b. - c.         $__________

          3.   Ratio of A.1. to A.2.                _____ to 1.00


          Required: Line A.3. must not be greater
          than 1.50 to 1.00.

                                      H-1

<PAGE>

     B.   Compliance with Section 7.2: Consolidated Fixed Charge Ratio

          1.   Consolidated EBITDA                    $__________

               a.   Consolidated Net Income           $__________
               b.   Consolidated Interest Expense     $__________
               c.   Income Taxes                      $__________
               d.   Amortization                      $__________
               e.   Depreciation                      $__________
               f.   Sum of a+b+c+d+e                  $__________

          2.   Consolidated Lease Expense             $__________

          3.   B.1.f. + B.2                           $__________

          4.   Consolidated Fixed Charges             $__________

               a.   Consolidated Interest Expense     $__________
               b.   Consolidated Lease Expense        $__________
               c.   Current Maturities of Consolidated
                    Indebtedness for Money Borrowed   $__________
               d.   Sum of a+b+c+d                    $__________

          5.   Ratio of B.3. to B.4.d.              _____ to 1.00

          Required: Line B.5. must not be less
          than 1.50 to 1.00.

     C.   Compliance with Section 7.3: Consolidated Current Ratio

          1.   Consolidated Current Assets            $__________

          2.   Consolidated Current Liabilities       $__________

          3.   Ratio of C.1. to C.2.                _____ to 1.00

          Required: Line C.3. must not be less
          than 1.25 to 1.00.

     D.   Compliance with Section 7.4: Capital Expenditures

          1.   Capital Expenditures as of
               most recent Fiscal Year end            $__________

          2.   Depreciation as of most
               recent Fiscal Year end                 $__________

                                      H-2

<PAGE>

          3.   D.2.  x 2                              $__________

          Required: Line D.1. must not exceed
          line D.3.

     E.   Compliance with Section 7.5: Consolidated Tangible Net Worth

          1.   Consolidated Tangible Net Worth        $__________

          Required: Line E.1 must not be less than line E.6 as
                    calculated below:

          2.   $60,000,000 or Consolidated Tangible Net Worth
               required as of the end of all Fiscal Years after
               December 31, 1996                      $__________

          3.   Consolidated Net Income                $__________

          4.   E.3 x .50                              $__________

          5.   Net Proceeds of equity issues          $__________

          6.   E.2 + E.4 + E.5                        $__________


2.   No Default

               A.     Since  __________  (the  date  of  the  last  similar
          certification),  (a)  the Borrowers have  not  defaulted  in  the
          keeping,   observance,   performance  or   fulfillment   of   its
          obligations  pursuant to any of the Loan Documents;  and  (b)  no
          Default  or  Event of Default specified in Article  VIII  of  the
          Agreement has occurred and is continuing.

               B.    If  a  Default or Event of Default has occurred  since
          __________  (the  date  of the last similar  certification),  the
          Borrowers  propose to take the following action with  respect  to
          such Default or Event of Default: _______________________________
          _________________________________________________________________
          _____________________________________.
               (Note,  if  no  Default or Event  of  Default  has
               occurred, insert "Not Applicable").

     The  Determination  Date  is the date of the last  required  financial
statements submitted to the Lenders in accordance with Section 6.1  of  the
Agreement.

                                      H-3

<PAGE>

IN  WITNESS  WHEREOF, I have executed this Certificate this  _____  day  of
__________, 19___.

                              Giant Cement Holding, Inc.
                              Giant Cement Company
                              Keystone Cement Company
                              Giant Resource Recovery Company, Inc.
                              GCHI Investments, Inc.
                              Giant Cement NC, Inc.


                              By: ______________________________________
                                         Authorized Representative
                              Name:_____________________________________

                                    H-4

<PAGE>

                               Schedule 5.5
                               ------------
                           Ownership Interests

                                  (NONE)

<PAGE>

                               Schedule 5.6
                               ------------
                               Indebtedness

Giant Cement Company
--------------------

1.   Schedule 5.16 ERISA Liabilities

2.   Revolving  Loan  Agreement between Giant Cement  Company  and  General
     Electric  Capital  Corporation, dated November 23,  1993,  as  amended
     September  29, 1994, as amended January 17, 1995, as amended  February
     5, 1995, and as further amended April 30, 1995 *

3.   Term  Loan  Agreement  between  Giant  Cement  Company  and  The   CIT
     Group/Equipment Financing, Inc., dated November 23, 1993,  as  amended
     October  6,  1994, and as further amended August 31,  1995.   Original
     principal balance $12,500,000 **

4.   General  Electric  Capital Corporation (ABN AMRO Bank  NV)  Letter  of
     Credit number S930360, dated November 26, 1993, in favor of S C  Dept.
     of  Health  and  Environmental Control (SC DHEC),  in  the  amount  of
     $800,000

5.   Schedule 5.7 Liens

6.   Various Leases, equipment financing, etc.
     NationsBanc         Original balance $176,192
     NationsBanc         Original balance $387,746
     CIT                 Original balance $349,000
     Safeco Credit       Original balance $348,812
     SouthTrust          Original balance $696,899


Keystone Cement Company
-----------------------

1.   Schedule 5.16 ERISA Liabilities

2.   Schedule 5.7 Liens

3.   Revolving  Loan Agreement between Keystone Cement Company and  General
     Electric  Capital  Corporation, dated November 23,  1993,  as  amended
     September  29, 1994, as amended January 17, 1995, as amended  February
     5, 1995, and as further amended April 30, 1995 *

4.   General  Electric Capital Corporation (ABN AMRO Bank N V)  Letters  of
     Credit  numbers S930353, S9303354 and S930355, each dated November 26,
     1993, in favor of Pennsylvania  Dept. of Environmental Control, in the
     amounts of $383,164, $10,000, and $357,240, respectively

<PAGE>

5.   Term  Loan  Agreement  between Keystone Cement Company,  Giant  Cement
     Holding,  Inc., Giant Cement Company, Giant Resource Recovery Company,
     Inc.  and  Meridian  Bank dated December 29, 1995. original  principal
     balance $5,000,000 *

6.   Various Leases, equipment financing, etc.
     Caterpillar         Original balance $335,100
                         Original balance $264,000
                         Original balance $241,448
                         Original balance $180,872
     Meridian Bank       Original balance $ 38,883
                         Original balance $ 12,809
     Park Corp           Original balance $665,000


*    Obligations  under  this  agreement are being terminated  concurrently
     with  the  consummation  of the transactions  contemplated  under  the
     Credit Agreement

**   Certain  obligations  and  security  interests  relating  to  accounts
     receivable  and inventory are being terminated concurrently  with  the
     consummation  of  the  transactions  contemplated  under  the   Credit
     Agreement


                                       2

<PAGE>

                                                               SCHEDULE 5.7
                                                               ------------
                                   LIENS
                                   -----

1.   By  Pneu-Meck  Systems Manufacturing, Inc., as secured party,  against
     Giant Resource, as debtor, with respect to specific equipment.

2.   By Signet Leasing and Financial Corporation, as secured party, against
     Giant Cement, as debtor, with respect to specific equipment.

3.   By  General  Electric Capital Corporation ("GECC"), as secured  party,
     against  Giant  Cement, as debtor, with respect to specific  equipment
     (assigned  by  Signet Leasing and Financial Corporation to  GECC;  and
     assigned  by  ITT  Commercial  Finance Corp.  to  Signet  Leasing  and
     Financial Corporation).

4.   By  GECC,  as  secured party, pursuant to the Credit  Agreement  dated
     November 23, 1993 among Giant Cement Company, Keystone Cement  Company
     and  GECC.   Such Liens will be terminated immediately  following  the
     consummation of the transactions contemplated by the Credit Agreement.

5.   By  Meridian  Bank  (now  by merger known as  "CoreStates  Bank"),  as
     secured party, pursuant to the Loan Agreement dated December 29,  1995
     among  Giant  Cement  Holding, Inc., Giant  Cement  Company,  Keystone
     Cement  Company, Giant Resource Recovery Company,  Inc., and  Meridian
     Bank.   Such  Liens  will  be  terminated  immediately  following  the
     consummation of the transactions contemplated by the Credit Agreement.

6.   By  The CIT Group/Equipment Financing, Inc. ("CIT"), as secured party,
     pursuant  to the Secured Promissory Note dated November 23, 1993  made
     by  Giant Cement Company in favor of CIT and pursuant to the Loan  and
     Security  Agreement  dated  November 23,  1993  between  Giant  Cement
     Company  and  CIT,  as  amended.   Such  Liens  relating  to  accounts
     receivable and inventory will be terminated immediately following  the
     consummation of the transactions contemplated by the Credit Agreement.

7.   By  CIT,  as  secured party, pursuant to the South Carolina  Mortgage,
     Security  Agreement and Assignment of Leases and Rents dated  November
     23, 1993 between CIT and Giant Cement.

8.   By  CIT,  as  secured party, pursuant to the North  Carolina  Deed  of
     Trust,  Security Agreement and Assignment of Rents dated November  23,
     1993  among Giant Cement, as grantor, William Stoebig, as trustee  and
     CIT, as beneficiary.

<PAGE>

                               Schedule 5.16
                               -------------
                          Employee Benefit Plans


None, except.

Giant Cement Holding, Inc.

-    Giant Cement Holding, Inc. Flexible Benefits Plan

Giant Cement Company, GRR and Giant-NC

Pension Plans:
-    Giant Cement Company 401(k) Profit Sharing Plan
-    Retirement  Plan  for  the Hourly Employees of  Giant  Cement  Company
     (Projected  Benefit Obligation in excess of Plan assets was $2,104,306
     at 10/01/95)
-    Retirement  Plan  for  Salaried  Employees  of  Giant  Cement  Company
     (Projected  Benefit Obligation in excess of Plan assets was $2,302,756
     at 10/01/95)
-    Giant Cement Company Hourly Employee 401(k) Plan

Welfare Plans:
-    Group Insurance Plan for Giant Cement Company
-    Giant Cement Company Supplemental Unemployment Benefit Plan
-    Group Accidental Death & Dismemberment Plan for Giant Cement Company

Keystone Cement Company

Pension Plans:
-    Keystone Cement Company 401(k) Profit Sharing Plan
-     Retirement  Plan  for Salaried Employees of Keystone  Cement  Company
(Projected  Benefit  Obligation in excess of Plan assets was $1,177,456  at
10/01/95)
-     Retirement  Plan for the Hourly Employees of Keystone Cement  Company
(Projected  Benefit  Obligation in excess of Plan assets was $3,512,211  at
10/01/95)
-    Keystone Cement Company Hourly Employee 401(k) Plan

Welfare Plans:
-    Keystone Cement Company Group Insurance Plan
-    Keystone Cement Company Accidental Death & Dismemberment Plan
-    Keystone Cement Company Supplemental Unemployment Benefit Plan

<PAGE>

                               Schedule 5.18
                               -------------
                            Hazardous Materials

Hazardous  materials include all materials the Companies are  permitted  to
store or use in the following permits:

Giant Cement Company
--------------------

Air Quality Permit No. 0900-0002
--------------------------------
Solvent Burning Permit No. 0900-0002-CF, issued 10/27/87
Issued by the Bureau of Air Quality Control at SCDHEC
Issued May 31, 1986
Expired May 31, 1991
Renewal in process, operate under conditions of existing permit

EPA and State RCRA Part B Permit (SCD 003 351 699)
--------------------------------------------------
effective October 30, 1992 (5 Year Permits)

EPA BIF Interim Status Permit (SCD 003 351 699)
-----------------------------------------------
granted on October 11, 1991

Hazardous Waste Permit Application Part A
-----------------------------------------
last filed with EPA and SCDHEC on 6/24/93

Industrial Waste Permit - IWP-244
---------------------------------
issued by Bureau of Solid and Hazardous Waste Management of SCDHEC
January 9, 1993

SC Radioactive material License No. 055
---------------------------------------
issued June 23, 1993, by the Bureau of Radiological Health of SCDHEC
Expires June 30, 1998

US DOT Hazardous Materials Certificate of Registration No. 062194 010 013C
--------------------------------------------------------------------------
issued annually in June of each year (6/23/95)

<PAGE>

Keystone Cement Company
-----------------------

Permit for Hazardous Waste Treatment, Storage and/or Disposal Facility
----------------------------------------------------------------------
#PAD002389559, issued on December 27, 1991
expires 12/26/01

Permit for Storage Tanks - 1A, 1B, 2A, 2B, 33,000 Gallon
--------------------------------------------------------
#48-312-001, issued on August 4, 1986
expired 6/30/92, submitted renewal on 5/12/92

Permit for Solvent Storage Tanks
--------------------------------
#48-312-001A, issued December 27, 1991
expired 4/30/94, submitted renewal on 5/6/94

Permit for Residual Landfill
----------------------------
#301085, issued December 30, 1986, no expiration

Permit for Residual Waste Facility
----------------------------------
#300985, issued February 13, 1986, no expiration

Permit for Residual Fuel Storage
--------------------------------
#48-309-079, issued January 1, 1995
expires 6/30/97

Permit for Fuel Storage Bin
---------------------------
#48-309-079A, issued December 27, 1991
expired 4/30/94, submitted renewal on 5/6/94

<PAGE>

                          Schedule 7.9
                          ------------
                          Investments

                             None.

<PAGE>