second Amendment To Credit Facility

SECOND AMENDMENT TO AMENDED AND RESTATED
CREDIT FACILITY AND SECURITY AGREEMENT


THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT FACILITY AND SECURITY AGREEMENT (the "Amendment") is made effective as of August 12th, 2003 by and among BANK ONE, NA (with its main office located in Chicago, Illinois, and hereinafter referred to as "Bank"), with a place of business located at 611 Woodward Avenue, Detroit, Michigan 48226, CONTINENTAL CONVEYOR & EQUIPMENT COMPANY, a Delaware corporation ("Continental"), with its principal place of business and executive offices located at 216 West 4th Avenue, South, P. O. Box 400, Winfield, Alabama 35594, and GOODMAN CONVEYOR COMPANY, a Delaware corporation ("Goodman"), with its principal place of business and executive offices located at U.S. Route 178 South, P. O. Box 866, Belton, South Carolina 29627 (each of "Continental" and "Goodman" being sometimes referred to herein individually as a "Borrower" and collectively as the "Borrower").


RECITALS


A. Pursuant to the terms of that certain Assumption and
Modification Agreement by and between Borrower and Bank
dated as of March 7, 1997 ("Assumption"), the Borrowers
assumed all of the Obligations of CONTINENTAL CONVEYOR &
EQUIPMENT CO. L.P., formerly a limited partnership organized
and existing under the laws of the State of Delaware, and
GOODMAN CONVEYOR CO. L.P., formerly a limited partnership
organized and existing under the laws of the State of
Delaware (collectively, the "Original Borrowers") under that
certain Credit Facility and Security Agreement by and among
the Original Borrowers and Bank (and/or its predecessor Bank
One Cleveland, N.A.) dated as of September 14, 1992; as
amended by a certain First Amendment to Credit Facility and
Security Agreement by and among the Original Borrowers and
Bank executed on August 27, 1993; as further amended by a
certain Second Amendatory Agreement by and among the Original
Borrowers and Bank dated as of October 5, 1994; as further
amended by a certain Consolidated Amendment No. 1 to Credit
Facility and Security Agreement by and among the Original
Borrowers and Bank dated as of July 28, 1995; as further
amended by a certain Consolidated Amendment No. 2 to Credit
Facility and Security Agreement by and among the Original
Borrowers and Bank dated as of December 13, 1996; as further
amended by a certain Third Amendatory Agreement to Credit
Facility and Security Agreement by and among the Borrower and
Bank dated as of March 28, 1997; as further amended by a
certain Fourth Amendatory Agreement by and among the Borrower
and Bank dated as of December, 1998; as further amended by a
certain Fifth Amendatory Agreement by and among the Borrower
and Bank dated as of April 29, 1999; as further amended by a
certain Sixth Amendatory Agreement by and among the Borrower
and Bank dated as of March 28, 2000, as modified by a letter
amendment dated as of March 25, 2002 (collectively, the
"Original Loan Agreement"); and as further amended by a
certain Amended and Restated Credit Facility and Security
Agreement by and among the Borrower and Bank dated as of
July 25, 2002 (the "Restated Credit Agreement"), and by the
First Amendment to Amended and Restated Credit Facility and
Security Agreement dated as of June 30, 2003 (which, together
with the Original Loan Agreement and the Restated Credit
Agreement are sometimes collectively referred to herein as
the "Credit Agreement").


B. The Borrower has requested certain amendments to the Credit
Agreement as set forth hereinbelow, and Borrower is willing to
execute and deliver to Bank the Third Amended and Restated
Replacement Promissory Note (Revolving Loan) (the "Restated
Revolving Note") of even date herewith, substantially in the
form attached hereto as Exhibit "A".


C. Bank is willing to make the loan herein described, upon the
terms, covenants and conditions herein set forth, and in
reliance upon the representations and warranties of Borrower
herein contained.


NOW, THEREFORE, in consideration of the foregoing Recitals (which are incorporated herein by reference), the terms, covenants and conditions hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:


1. Amendments. The following amendments are hereby made:


1.1 Section 1.1 of the Restated Credit Agreement is hereby amended by adding the following definition in alphabetical order:


"Applicable Rate" - the fluctuating rate per annum set forth below
opposite the applicable Level then in effect:


------------ --------------------------- ---------------------------
Level Debt Coverage Ratio Applicable Rate
------------ --------------------------- ---------------------------
I > 1.2:1.0 Base Rate - 0.25%
------------ --------------------------- ---------------------------
II < 1.2:1.0 Base Rate + 0%
------------ --------------------------- ---------------------------


The Applicable Rate shall, in each case, be determined and adjusted
annually (based upon on a four quarter measurement) on the date five
(5) Business Days after the date on which the Lender has received from
the Borrower the financial information and certifications required to
be delivered to the Lender in accordance with the provisions of
Sections 8.1(I)(i) and (iii) (each an "Interest Determination Date").
The term "Debt Coverage" shall have the same meaning as set forth in
Section 8.1(Q) of the Restated Credit Agreement, as amended. Such
Applicable Rate shall be effective from such Interest Determination
Date until the next such Interest Determination Date. The initial
Applicable Rate shall be based on Level II as of August 31, 2003, until
the first Interest Determination Date occurring after the delivery of
the officer's compliance certificate pursuant to Sections 8.1(I)(i) and
(iii) for the year ended December 31, 2003. After August 31, 2003, if
the Borrower shall fail to provide the financial information and
certifications in accordance with the provisions of Sections 8.1 ...