AZZ INC
AMENDED  RESTATED REVOLVING  TERM LOAN CREDIT  AGR
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>3
<FILENAME>dex1011.txt
<DESCRIPTION>AMENDED  RESTATED REVOLVING  TERM LOAN CREDIT  AGR
<TEXT>
<PAGE>
                                 EXHIBIT 10(11)

                                 First Amendment
                                       to
          Amended and Restated Revolving and Term Loan Credit Agreement

     This First Amendment To Amended And Restated Revolving and Term Loan Credit
Agreement (this "Amendment") is executed as of April 5, 2002, effective as of
February 28, 2002 (the "Effective Date"), by and among AZZ incorporated, a Texas
corporation ("Borrower"), Bank of America, N.A., as Administrative Agent and
Collateral Agent for Lenders (in such capacity, Administrative Agent"), and
other Agents and Lenders party thereto.

A.   Borrower, Administrative Agent, and Lenders entered into that certain
Amended and Restated Revolving and Term Loan Credit Agreement dated as of
November 1, 2001 (as the same may be further amended, modified, supplemented,
restated or amended and restated from time to time, the "Credit Agreement").

B.   Borrower has requested that Lender amend certain terms and provisions of
the Credit Agreement.

C.   Borrower, Administrative Agent, and Lenders have agreed, upon the following
terms and conditions, to amend the Credit Agreement subject to and upon the
terms and conditions provided herein.

     NOW, THEREFORE, in consideration of the mutual promises herein contained,
and for other valuable consideration, the parties hereto agree as follows:

     Section 1. Defined Terms; References. Unless otherwise specifically defined
     ---------  -------------------------
herein, each term used herein that is defined in the Credit Agreement shall have
the meaning assigned to such term in the Credit Agreement.

     Section 2. Amendments to Credit Agreement. Effective as of the Effective
     ---------  ------------------------------
Date, but subject to satisfaction of the conditions precedent set forth in
Section 4 hereof, the Credit Agreement is hereby amended as set forth below.

          (a) The definition of "Applicable Margin" in Section 1.1 of the Credit
Agreement is amended in full to read as follows:

          " `Applicable Margin' means, from February 28, 2002 until and
     including November 1, 2002, the Applicable Margin set forth in Level 5, and
     thereafter, on any date of determination, the percentage per annum set
     forth in the table below for the Type of Borrowing or Commitment Fees (as
     the case may be) that corresponds to the Leverage Ratio at such date of
     determination, as calculated based on the quarterly Compliance Certificate
     of Borrower most recently delivered pursuant to Section 9.3 hereof):

Bank Loan Final-Amendment                                   AZZ First Amendment

<PAGE>

<TABLE>
<CAPTION>
          --------------------------------------------------------------------------------------------------
                                                                   Applicable Margin (per annum)
                                               -------------------------------------------------------------
                                                    Eurodollar Rate          Base Rate         Commitment
            Level         Leverage Ratio             Borrowing and           Borrowing            Fees
                                                    Commission Fee
          --------------------------------------------------------------------------------------------------
          <S>         <C>                      <C>                          <C>                 <C>
              1        Less than or equal to           1.500%                  0.00%             0.250%
                              1.0:1.0
          --------------------------------------------------------------------------------------------------
              2        Greater than 1.0:1.0,           1.750%                  0.00%             0.300%
                      but less than or equal
                            to 1.5:1.0
          --------------------------------------------------------------------------------------------------
              3        Greater than 1.5:1.0,           2.000%                  0.250%            0.375%
                      but less than or equal
                             to 2.0:1.0
          --------------------------------------------------------------------------------------------------
              4        Greater than 2.0:1.0,           2.250%                  0.500%            0.500%
                      but less than or equal
                            to 2.5:1.0
          --------------------------------------------------------------------------------------------------
              5        Greater than 2.50:1.0           2.500%                  0.750%            0.500%
          --------------------------------------------------------------------------------------------------
</TABLE>

          Upon delivery of the Compliance Certificate pursuant to Section 9.3 or
          the Permitted Acquisition Compliance Certificate in connection with a
          Permitted Acquisition, on and after November 2, 2002 after the end of
          each fiscal quarter commencing with the Compliance Certificate
          delivered for the fiscal quarter ending August 31, 2002, the
          Applicable Margin shall automatically be adjusted to the rate
          corresponding to the Leverage Ratio set forth in the table above, such
          automatic adjustment to take effect prospectively the third Business
          Day after receipt by Administrative Agent of the Compliance
          Certificate or the Permitted Acquisition Compliance Certificate, as
          the case may be; provided that, if the Fixed Charge Coverage Ratio of
          Borrower is greater than 1.25:1 for any two consecutive quarters
          following the quarter ending February 28, 2002 (such two quarters
          being a "Fixed Charge Coverage Ratio Compliance Period"), the
          Applicable Margin for Eurodollar Rate Borrowings and Commission Fees
          shall be the corresponding Applicable Margin set forth in the table
          above less 0.250%; provided further that, if the Fixed Charge Coverage
          Ratio of Borrower is less than 1.25:1 at any time of determination
          following any Fixed Charge Coverage Ratio Compliance Period, the
          Applicable Margin for Eurodollar Rate Borrowings and Commission Fees
          shall be the corresponding Applicable Margin set forth in the table
          above. If Borrower fails to deliver such Compliance Certificate or the
          Permitted Acquisition Compliance Certificate, as the case may be, with
          respect to any fiscal quarter or the Permitted Acquisition, as the
          case may be, which sets forth such ratio within the period of time
          required by Section 9.3 or by the definition of Permitted Acquisition,
          as the case may be, the Applicable Margin shall automatically be
          adjusted to that set forth in Level 5. The automatic adjustments
          provided for in the preceding sentence shall take effect on the last
          day that the Compliance Certificate was required to be delivered and
          shall remain in effect until subsequently adjusted in accordance
          herewith upon the delivery of such Compliance Certificate or the
          Permitted Acquisition Compliance Certificate, as the case may be."

                  (b)  The definition of "Permitted Acquisition" in Section 1.1
of the Credit Agreement is amended in full to read as follows:

                  " `Permitted Acquisition' means any Acquisition for which the
          prior written consent of Required Lenders has been obtained and with
          respect to which each of the following requirements shall have been
          satisfied:

Bank Loan Final-Amendment                                    AZZ First Amendment

                                       2

<PAGE>

                    (a) as of the closing of any Acquisition, the Acquisition
               has been approved and recommended by the board of directors of
               the Person to be acquired or from which such business is to be
               acquired;

                    (b) not less than 14 days prior to the closing of any
               Acquisition, Borrower shall have delivered to Administrative
               Agent a Permitted Acquisition Compliance Certificate
               substantially in the form of Exhibit E-2 hereto, demonstrating
               pro forma compliance with the terms and conditions of the Loan
               Documents, after giving effect to the Acquisition, including (i)
               pro forma income statement and balance sheet for the Companies
               (after giving effect to the Acquisition), and (ii) cash flow
               projections for the Acquisition for the period from the date of
               any such Acquisition through the Revolver Termination Date,
               demonstrating compliance with the Companies' applicable financial
               covenants and debt amortization schedules;

                    (c) not less than 30 days prior to the closing of any
               Acquisition, Borrower shall have delivered to Administrative
               Agent a copy of the purchase agreement (including all schedules
               and exhibits thereto) relating to such Acquisition (or if no
               purchase agreement is available on such date, as soon thereafter
               as possible, including all subsequent drafts thereof); and prior
               to consummation of any Acquisition, Borrower shall have satisfied
               the conditions precedent set forth in Section 7.2;

                    (d) any authorization required to be issued by any
               Governmental Authority in connection with such Acquisition shall
               be issued and shall be valid, binding, enforceable and subsisting
               without any defaults thereunder or enforceable adverse
               limitations thereon and shall not be subject to any proceedings
               or claims opposing the issuance, development, or use thereof or
               contesting the validity thereof unless the Company proposing to
               enter into such Acquisition shall have entered into an agreement
               with the seller protecting such Company from such adverse
               limitations, proceedings, or claims, which agreement shall be on
               terms and conditions satisfactory to Administrative Agent;

                    (e) as of the closing of any Acquisition, after giving
               effect to such Acquisition, the acquiring party must be Solvent
               and the Companies, on a consolidated basis, must be Solvent;

                    (f) as of the closing of any Acquisition, no Default or
               Potential Default shall exist or occur as a result of, and after
               giving effect to, such Acquisition; and

                    (g) as of the closing of any Acquisition, (i) if such
               Acquisition is structured as a merger, Borrower (or if such
               merger is with any Subsidiary of Borrower, then a domestic
               company that is or becomes a Subsidiary) must be the surviving
               entity after giving effect to such merger; and (ii) if such
               Acquisition is structured as a stock/equity acquisition, the
               acquiring Company shall own not less than a 75% interest in the
               entity being acquired and such acquired entity will be a domestic
               company that is or becomes a Domestic Subsidiary."

               (c) The definition of "Total Commitment" in Section 1.1 of the
Credit Agreement is amended in full to read as follows:

               "Total Commitment" means, on any date of determination, the
         sum of (a) the aggregate principal amount outstanding under the Term
         Facility plus, as applicable, (b)(i) prior to the

Bank Loan Final-Amendment                                   AZZ First Amendment

                                       3

<PAGE>

          termination of all commitments to lend under the Revolver Facility,
          the aggregate Revolver Commitments or (ii) after the termination of
          all commitments to lend under the Revolver Facility, the aggregate
          principal amount outstanding under the Revolver Facility.

                  (d)    The last sentence of Section 9.20 of the Credit
Agreement is amended in full to read as follows:

                  "Notwithstanding the foregoing, (x) Distributions in the form
         of cash or Cash Equivalents are permitted only with the prior written
         consent of Required Lenders, unless the required minimum Fixed Charge
         Coverage Ratio is at least 1.25:1 at the time of any such Distribution
         and (y) subject to the preceding clause (x), Restricted Payments and
         Distributions are permitted hereunder only to the extent that any such
         Restricted Payment or Distribution is made in accordance with
         applicable Law and constitutes a valid, non-voidable transaction."

                  (e)    Section 9.29(b) of the Credit Agreement is amended in
 full to read as follows:

                  "(b)   Maximum Leverage Ratio. On and after February 28, 2002,
                         ----------------------
         through and including December 30, 2002, the Leverage Ratio to be
         greater than 2.75:1; on and after December 31, 2002 through and
         including February 27, 2004, the Leverage Ratio to be greater than
         2.50:1; and thereafter, to be greater than 2.25:1.0, each to be
         determined with respect to the immediately preceding Rolling Period."

                  (f)    Section 9.29(c) of the Credit Agreement is amended in
full to read as follows:

                  "(c)   Minimum Fixed Charge Coverage Ratio. The Fixed Charge
                         -----------------------------------
         Coverage Ratio to be not less than: (i) from February 28, 2002 through
         and including May 31, 2003, 1.05:1; (ii) from June 1, 2003 through and
         including February 28, 2004, 1.10:1; (iii) from February 29, 2004
         through and including February 27, 2005, 1.15:1; and (iv) from February
         28, 2005 and thereafter, 1.25:1, in each case determined with respect
         to the immediately preceding Rolling Period; provided that, the Fixed
         Charge Coverage Ratio shall be at least 1.25:1 following the first
         Rolling Period in which the aggregate EBITDA of Borrower for four
         consecutive Rolling Periods is greater than $30,000,000."

                  (g)    Section 9.29 of the Credit Agreement is amended by
adding thereto a new subsection (d) as follows:

                  "(d)   Minimum EBITDA. At all times when the Fixed Charge
                         --------------
         Coverage Ratio calculated pursuant to Section 9.29(c) is less than
         1.25:1, beginning with the Rolling Period ended March 31, 2002, EBITDA
         calculated on the last day of each month for the three month period
         then ended, to be less than $5,200,000."

                  (h)    Section 9.30 of the Credit Agreement is amended in
full to read as follows:

                  "9.30  Capital Expenditures. Neither the Borrower nor any of
                         --------------------
         its Subsidiaries shall make or incur any Capital Expenditure if, after
         giving effect thereto, the aggregate amount of all Capital Expenditures
         by the Borrower and its Subsidiaries on a consolidated basis would
         exceed (a) for the fiscal year ending February 28, 2002, $13,000,000,
         (b) for the fiscal year ending February 28, 2003, $6,000,000, and (c)
         for each fiscal year thereafter, $7,000,000; provided that, the amount
         set forth in the foregoing clause (c) shall be increased to $9,000,000
         if the required minimum Fixed Charge Coverage Ratio of Borrower is at
         least 1.25:1."

Bank Loan Final-Amendment                                    AZZ First Amendment

                                       4

<PAGE>

           (i) Schedule 2.1 to the Credit Agreement is deleted and replaced by
Schedule 2.1 attached hereto.

           (j) Exhibit E-1 to the Credit Agreement is amended by amending Annex
B thereto as follows:

     (i)   Section 5(c)(xiii) thereof is amended in full to read as follows:

           "(xiii)  Fixed Charge Coverage Ratio [5(c)(vi) divided by 5(c)(xii)]:
           ______ to 1.0."

     (ii)  Section 5(c)(xiv) thereof is amended in full to read as follows:

           "(xiv) Required Minimum Fixed Charge Coverage Ratio: ______ to 1.0."

     (iii) A new Section 5(d) is added thereto as follows:

           "d. Section 9.29(d) - Minimum EBITDA:

               (i)    Fixed Charge Coverage Ratio [5(c)(xiii)]: ________ to 1.0

               (ii)   EBITDA on the last day of the month for three month period
                      most recently ended:  $___________

               (iii)  Minimum EBITDA Applicable: __________  Yes _________  No

               (vii)  Compliance:  _________ Yes __________ No


     Section 3.  Conditions to Effectiveness.  This Amendment shall become
     ---------   -----------------------------
effective as of the date first set forth above when and if Administrative Agent
has received the following:

           (a) (i) for the respective accounts of the Lenders, an amendment fee
in an amount equal to 12.5 basis points of such Lenders' respective aggregate
Committed Sums, and (ii) the fees set forth in the fee letter dated as of April
___, 2002 between Borrower and Administrative Agent;

           (b) this Amendment, duly executed by Borrower, each Guarantor, each
Lender and Administrative Agent;

           (c) copies of the resolutions of Borrower's Board of Directors
approving and authorizing the execution, delivery and performance by Borrower of
this Amendment, certified as of the Effective Date by a Responsible Officer;

           (d) a certificate of a Responsible Officer, certifying the names and
true signatures of the officers of Borrower authorized to execute and deliver
this Amendment; and

           (e) such other assurances, certificates, documents, consents and
opinions as the Administrative Agent may reasonably require.

     Section 4.  Representations and Warranties of Borrower.  Borrower
     ---------   ------------------------------------------
represents and warrants to the Lenders and Administrative Agent as set forth
below.

Bank Loan Final-Amendment                                   AZZ First Amendment

                                       5

<PAGE>

                  (a) The execution, delivery and performance by Borrower of
this Amendment and the Credit Agreement, as amended hereby, have been duly
authorized by all necessary corporate action and do not and will not (i) require
any consent or approval not heretofore obtained of any director, stockholder,
security holder or creditor of Borrower, (ii) violate or conflict with any
provision of Borrower's Articles of Incorporation, (iii) result in or require
the creation or imposition of any Lien upon or with respect to any property now
owned or leased or hereafter acquired by Borrower, (iv) violate any Laws
applicable to Borrower or (v) result in a breach of or constitute a default
under, or cause or permit the acceleration of any obligation owed under, any
indenture or loan or credit agreement or any other material agreement to which
Borrower is a party or by which Borrower or any of its Property is bound or
affected.

                  (b) No authorization, consent, approval, order license or
permit from, or filing, registration or qualification with, any Governmental
Authority is or will be required to authorize or permit under applicable Law the
execution, delivery and performance by Borrower of this Amendment and the Credit
Agreement, as amended hereby.

                  (c) Each of this Amendment and the Credit Agreement, as
amended hereby, has been duly executed and delivered by Borrower and constitutes
the legal, valid and binding obligation of Borrower, enforceable against
Borrower in accordance with its terms, except as enforcement may be limited by
Debtor Relief Laws or equitable principles relating to the granting of specific
performance and other equitable remedies as a matter of judicial discretion.

                  (d) The representations and warranties of Borrower contained
in Section 8 of the Credit Agreement are true and correct in all material
respects as though made on and as of the Effective Date (except to the extent
such representations and warranties expressly refer to an earlier date, in which
case they are true and correct as of such earlier date).

                  (e) No Default or Event of Default exists or would result from
the effectiveness of this Amendment.

                  (f) Borrower agrees to perform such acts and duly authorize,
execute, acknowledge, deliver, file, and record such additional documents and
certificates as Administrative Agent may reasonably request in order to create,
perfect, preserve, and protect those guaranties, assurances, and Liens.

         Section 5.  Reference to and Effect on Loan Documents.
         ---------   -----------------------------------------

                  (a) On and after the Effective Date, each reference in the
Credit Agreement to "this Agreement," "hereunder," "hereof," "herein" or any
other expression of like import referring to the Credit Agreement, and each
reference in the other Loan Documents to "the Credit Agreement," "thereunder,"
"thereof," "therein" or any other expression of like import referring to the
Credit Agreement, shall mean and be a reference to the Credit Agreement as
amended by this Agreement.

                  (b) Except as specifically amended hereby, all provisions of
the Credit Agreement and all Collateral Documents shall remain in full force and
effect and are hereby ratified and confirmed.

                  (c) Except as otherwise expressly provided herein, the
execution, delivery and effectiveness of this Amendment shall not operate as a
waiver of any right, power or remedy of any Bank or the Administrative Agent
under any of the Loan Documents or constitute a waiver of any provision of any
of the Loan Documents.

Bank Loan Final-Amendment                                   AZZ First Amendment

                                       6

<PAGE>

                 (d) Borrower (A) ratifies and confirms all provisions of the
Loan Documents applicable to Borrower, and (B) ratifies and confirms that all
guaranties, assurances, and Liens granted, conveyed, or assigned to
Administrative Agent under the Loan Documents by Borrower are not released,
reduced, or otherwise adversely affected by this Amendment and continue to
guarantee, assure, and secure full payment and performance of the present and
future Obligation.

         Section 6. Costs and Expenses. Borrower agrees to pay on demand all
         ---------  ------------------
reasonable costs and expenses of the Administrative Agent in connection with the
preparation, execution and delivery of this Amendment and the other instruments
and documents to be delivered hereunder, including the reasonable fees and
out-of-pocket expenses of counsel for the Administrative Agent with respect
thereto and with respect to advising the Administrative Agent as to its rights
and responsibilities hereunder and thereunder.

         Section 7. Execution in Counterparts. This Amendment may be executed in
         ---------  -------------------------
any number of counterparts and by the parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which taken together shall constitute one and the same instrument.
This agreement, when countersigned by the parties hereto, shall be a "Loan
Document" as defined and referred to in the Credit Agreement and the other Loan
Documents.

         Section 8.  Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
         ---------   -------------
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.

Bank Loan Final-Amendment                                   AZZ First Amendment

                                       7

<PAGE>

         Section 9. ENTIRETY. THIS AMENDMENT, THE CREDIT AGREEMENT, THE NOTES
         -------    --------
AND THE OTHER LOAN DOCUMENTS EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE
PARTIES HERETO AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS,
REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE
SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE
PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO.

                                           AZZ INCORPORATED


                                           By: /s/ DANA PERRY
                                               ---------------------------------
                                               Name:  Dana Perry
                                                     ---------------------------
                                               Title: Vice President
                                                     ---------------------------

                                Signature Page to
                               AZZ First Amendment

<PAGE>

                                 ADMINISTRATIVE AGENT:
                                 --------------------


                                 BANK OF AMERICA, N.A., as Administrative Agent



                                 By:  /s/  MICHAEL BRASHLER
                                     -------------------------------------------
                                     Name:  Michael Brashler
                                            ------------------------------------
                                     Title: Agency Officer
                                            ------------------------------------


                                Signature Page to
                               AZZ First Amendment

<PAGE>

                                      LENDERS:
                                      -------


                                      BANK OF AMERICA, N.A.



                                      By:  /s/ STEVEN A. MACKENZIE
                                           ------------------------------------
                                           Name:   Steven A. Mackenzie
                                           Title:  Vice President


                                Signature Page to
                               AZZ First Amendment

































<PAGE>

                                        COMERICA BANK - TEXAS



                                        By: /s/ COREY R. BAILEY
                                            ------------------------------------
                                            Name:  Corey R. Bailey
                                            Title: Assistant Vice President


                                Signature Page to
                               AZZ First Amendment

<PAGE>

                                     GUARANTY BANK



                                     By:  /s/ ROBERT S. HAYS
                                          --------------------------------------
                                          Name:  Robert S. Hays
                                          Title: Senior Vice President


                                Signature Page to
                               AZZ First Amendment

<PAGE>

                                          WELLS FARGO BANK TEXAS, NATIONAL
                                          ASSOCIATION


                                          By: /s/ RUSTY ANDERSON
                                              ----------------------------------
                                              Name:  Rusty Anderson
                                              Title: Vice President


                                Signature Page to
                                AZZ First Amendment

<PAGE>

To induce Administrative Agent and Lenders to enter into this Amendment, the
undersigned consent and agree (a) to its execution and delivery and terms and
conditions thereof, (b) that this document in no way releases, diminishes,
impairs, reduces, or otherwise adversely affects any Liens, charges, guaranties,
assurances, or other obligations or undertakings of any of the undersigned under
any Loan Documents, and (c) waive notice of acceptance of this Amendment, which
Amendment binds each of the undersigned and their respective successors and
permitted assigns and inures to Administrative Agent, Lenders, and their
respective successors and permitted assigns.

                                       GUARANTORS:

                                       AZTEC INDUSTRIES, INC.
                                       THE CALVERT COMPANY, INC.
                                       GULF COAST GALVANIZING, INC.
                                       ARKGALV, INC.
                                       ARBOR-CROWLEY, INC.
                                       ATKINSON INDUSTRIES, INC.
                                       AZTEC INDUSTRIES, INC. - MOSS POINT
                                       AUTOMATIC PROCESSING INCORPORATED
                                       ARIZONA GALVANIZING, INC.
                                       HOBSON GALVANIZING, INC.
                                       CGIT WESTBORO, INC.
                                       WESTSIDE GALVANIZING SERVICES, INC.
                                       CARTER AND CRAWLEY, INC.
                                       CENTRAL ELECTRIC COMPANY
                                       CENTRAL ELECTRIC MANUFACTURING
                                           COMPANY
                                       ELECTRICAL POWER SYSTEMS, INC.
                                       CLARK CONTROL SYSTEMS, INC.
                                       AZTEC MANUFACTURING PARTNERSHIP,
                                       LTD.
                                       By:  AZZ GROUP, LP, its General Partner
                                            By: AZZ GP, LLC, its General Partner

                                       AZTEC MANUFACTURING - WASKOM
                                            Partnership, LTD.
                                       By:  AZZ GROUP, LP, its General Partner
                                            By: AZZ GP, LLC, its General Partner

                                       RIG-A-LITE PARTNERSHIP, LTD.
                                       By:  AZZ GROUP, LP, its General Partner
                                            By: AZZ GP, LLC, its General Partner


                                Signature Page to
                               AZZ First Amendment

<PAGE>

                                        INTERNATIONAL GALVANIZERS
                                            PARTNERSHIP, LTD.
                                        By: AZZ GROUP, LP, its General Partner
                                            By: AZZ GP, LLC, its General Partner

                                        DRILLING RIG ELECTRICAL SYSTEMS CO.
                                            PARTNERSHIP, LTD.
                                        By: AZZ GROUP, LP, its General Partner
                                            By: AZZ GP, LLC, its General Partner

                                        AZZ GROUP, LP
                                        By: AZZ GP, LLC, its General Partner

                                        AZZ GP, LLC

                                        AZZ LP, LLC


                                        By /s/ DANA L. PERRY
                                           -----------------------------------
                                           Dana L. Perry
                                           Secretary


                                        AZZ HOLDINGS, INC.


                                        By /s/ MIKE McLAIN
                                           -----------------------------------
                                           Mike McLain
                                           President


                              Signature Page to
                               AZZ First Amendment

<PAGE>

                                  SCHEDULE 2.1
                                  ------------

                             LENDERS AND COMMITMENTS
                             -----------------------

<TABLE>
<CAPTION>
=====================================================================================================================

NAME AND ADDRESS                    COMMITTED           COMMITMENT           COMMITTED            COMMITMENT
   OF LENDERS                         SUMS-            PERCENTAGES -        SUMS - TERM          PERCENTAGES -
                                    REVOLVER             REVOLVER             FACILITY          TERM FACILITY
                                    FACILITY             FACILITY
=====================================================================================================================
<S>                             <C>                    <C>                 <C>                    <C>
Bank of America, N.A.           $15,882,354.00         35.294120000         $14,117,646.00         35.294115000
901 Main Street, 67th  Floor
Dallas, Texas  75202
Attn:  Steven A. MacKenzie
(214) 209-3680; (214)
209-3140 (fax)
---------------------------------------------------------------------------------------------------------------------
Comerica Bank - Texas           $10,588,235.00         23.529411111         $9,411,765.00          23.529412500
8828 Stemmons Freeway,
Suite 441
Dallas, Texas  75247
Attn: Donald P. Hellman,
Senior Vice President
(214) 589-4419; (972)
263-9837 (fax)
---------------------------------------------------------------------------------------------------------------------
Guaranty Bank                   $7,941,176.00          17.647057778         $7,058,824.00          17.647060000
8333 Douglas Avenue
Dallas, Texas  75225
Attn: Robert S. Hays
(214) 360-2821; (214)
360-8908 (fax)
---------------------------------------------------------------------------------------------------------------------
Wells Fargo Bank Texas,         $10,588,235.00         23.529411111         $9,411,765.00          23.529412500
National Association
505 Main Street, Suite 300
Fort Worth, Texas  76102
Attn:  Rusty Anderson
(817) 334-7089; (817)
334-7000 (fax)
---------------------------------------------------------------------------------------------------------------------
                                $45,000,000.00        100.000000000%        $40,000,000.00        100.000000000%

=====================================================================================================================
</TABLE>

               Bank Loan Final-Amendment

</TEXT>
</DOCUMENT>
