SECOND AMENDMENT TO
                      REVOLVING LOAN AND SECURITY AGREEMENT

                  THIS SECOND AMENDMENT TO REVOLVING LOAN AND SECURITY AGREEMENT
(the "Second  Amendment") is entered into as of December 31, 1999 by and between
SHERMAN WIRE COMPANY f/k/a DeSoto, Inc., a Delaware corporation, as successor by
merger to DSO  Acquisition  Corporation  ("Borrower"),  and  CONGRESS  FINANCIAL
CORPORATION  (CENTRAL),  an Illinois  corporation  ("Lender").  Except for terms
which are expressly defined herein, all capitalized terms used herein shall have
the meaning subscribed to them in the Loan Agreement (as defined below).

                                    RECITALS

                  WHEREAS,  Borrower  and  Lender are  parties  to that  certain
Revolving  Loan And  Security  Agreement  dated  as of  September  27,  1996 (as
amended, the "Loan Agreement").

                  WHEREAS,  Borrower  desires  to  amend  the  terms of the Loan
Agreement to reflect the renewal of the Loan  Agreement  and to provide  further
financial accommodations under the Loan Agreement.

                   WHEREAS,  Lender is  willing to amend the Loan  Agreement
on the terms and conditions set forth herein.

                  NOW, THEREFORE,  in consideration of the mutual conditions and
agreements set forth herein, and for other good and valuable consideration,  the
receipt and  sufficiency  of which is hereby  acknowledged,  the parties  hereto
agree as follows:

I.       AMENDMENTS TO THE LOAN AGREEMENT

         A.       The  definition of "Maximum  Credit" set forth in Section 1 of
                  the Loan  Agreement  is hereby  amended  and  restated  in its
                  entirety to read as follows:

                           "Maximum  Credit" shall mean,  for each business day,
                           the lesser of (i)  $10,000,000  and (ii)  $60,000,000
                           less  the  Keystone  Facility  Obligations  for  such
                           business day.


<PAGE>



         B.       The  definition  of  "Prime  Rate"  in  Section  1 of the Loan
                  Agreement  is hereby  amended and  restated in its entirety to
                  read as follows:

                           "Prime  Rate"  shall  mean the rate from time to time
                           publicly  announced by First Union  National Bank, or
                           its  successors,  at its office in  Charlotte,  North
                           Carolina,  as its  prime  rate,  whether  or not such
                           announced  rate is the best  rate  available  at such
                           bank.

         C.       Section 1 of the Loan  Agreement  is hereby  amended by adding
                  the following  defined terms in the  appropriate  alphabetical
                  order:

                           "Adjusted  Eurodollar  Rate" shall mean, with respect
                           to each Interest Period for any Eurodollar Rate Loan,
                           the rate per annum (rounded upwards, if necessary, to
                           the next  one-sixteenth  (1/16) of one (1%)  percent)
                           determined  by dividing (a) the  Eurodollar  Rate for
                           such  Interest  Period by (b) a percentage  equal to:
                           (i) one (1) minus (ii) the  Reserve  Percentage.  For
                           purposes hereof,  "Reserve Percentage" shall mean the
                           reserve   percentage,   expressed   as   a   decimal,
                           prescribed  by any United  States or foreign  banking
                           authority  for  determining  the reserve  requirement
                           which is or would be applicable to deposits of United
                           States   dollars  in  a   non-United   States  or  an
                           international  banking  office of Reference Bank used
                           to fund a Eurodollar Rate Loan or any Eurodollar Rate
                           Loan made with the proceeds of such deposit,  whether
                           or not the Reference  Bank actually holds or has made
                           any such deposits or loans.  The Adjusted  Eurodollar
                           Rate shall be adjusted on and as of the effective day
                           of any change in the Reserve Percentage.

                           "Business  Day"  shall  mean  any  day  other  than a
                           Saturday,  Sunday,  or other day on which  commercial
                           banks are  authorized  or required to close under the
                           laws of the  States  of New York or  Illinois  or the
                           Commonwealth of Pennsylvania,  and a day on which the
                           Reference   Bank   and   Lender   are  open  for  the
                           transaction   of   business,   except   that   if   a
                           determination  of a Business  Day shall relate to any
                           Eurodollar  Rate Loans,  the term  Business Day shall
                           also  exclude  any day on which  banks are closed for
                           dealings in dollar  deposits in the London  interbank
                           market or other applicable Eurodollar Rate market.

                           "Eurodollar  Rate  Loans"  shall  mean  any  Loans or
                           portion thereof on which interest is payable based on
                           the Adjusted  Eurodollar  Rate in accordance with the
                           terms hereof.

                           "Eurodollar  Rate"  shall  mean with  respect  to the
                           Interest  Period  for a  Eurodollar  Rate  Loan,  the
                           interest  rate  per  annum  equal  to the  arithmetic
                           average of the rates of interest  per annum  (rounded
                           upwards,  if  necessary,  to the  next  one-sixteenth
                           (1/16) of one (1%) percent) at which  Reference  Bank
                           is offered  deposits of United States  dollars in the
                           London  interbank  market (or other  Eurodollar  Rate
                           market  selected by Borrower  and approved by Lender)
                           on or  about  9:00  a.m.  (New  York  time)  two  (2)
                           Business  Days  prior  to the  commencement  of  such
                           Interest Period in amounts substantially equal to the
                           principal   amount  of  the  Eurodollar   Rate  Loans
                           requested by and  available to Borrower in accordance
                           with this  Agreement,  with a maturity of  comparable
                           duration to the Interest Period selected by Borrower.

                           "Interest  Period" shall mean for any Eurodollar Rate
                           Loan, a period of approximately  one (1), two (2), or
                           three (3) months duration as Borrower may elect,  the
                           exact  duration to be determined  in accordance  with
                           the customary  practice in the applicable  EURODOLLAR
                           RATE MARKET;  PROVIDED,  THAT, Borrower may not elect
                           an Interest  Period which will end after the last day
                           of the then-current term of this Agreement.

                           "Interest Rate" shall mean, as to Prime Rate Loans, a
                           rate of one-half  of one  percent  (.5%) per annum in
                           excess of the Prime Rate and, as to  Eurodollar  Rate
                           Loans,  a rate of two  and  one-half  of one  percent
                           (2.5%)  percent  per annum in excess of the  Adjusted
                           Eurodollar   Rate  (based  on  the  Eurodollar   Rate
                           applicable  for  the  Interest   Period  selected  by
                           Borrower as in effect three (3)  Business  Days after
                           the date of  receipt  by  Lender  of the  request  of
                           Borrower for such Eurodollar Rate Loans in accordance
                           with the terms hereof, whether such rate is higher or
                           lower than any rate  previously  quoted to Borrower);
                           provided, that, the Interest Rate shall mean the rate
                           of two and  one-half of one percent  (2.5%) per annum
                           in excess of the Prime  Rate as to Prime  Rate  Loans
                           and the  rate of four  and  one-half  of one  percent
                           (4.5%) per annum in excess of the Adjusted Eurodollar
                           Rate as to Eurodollar Rate Loans, at Lender's option,
                           without notice, (a) for the period (i) from and after
                           the date of termination  or non-renewal  hereof until
                           Lender  has  received  full and final  payment of all
                           obligations  (notwithstanding  entry  of  a  judgment
                           against Borrower) and (ii) from and after the date of
                           the  occurrence of an Event of Default for so long as
                           such Event of Default is  continuing as determined by
                           Lender,  and (b) on the  Revolving  Loans at any time
                           outstanding  in excess of the  amounts  available  to
                           Borrower   under  Section  2  (whether  or  not  such
                           excess(es),   arise  or  are  made  with  or  without
                           Lender's knowledge or consent and whether made before
                           or after an Event of Default).

                           "Prime  Rate  Loans"  shall mean any Loans or portion
                           thereof on which  interest  is  payable  based on the
                           Prime Rate in accordance with the terms thereof.

                           "Reference Bank" shall mean First Union National Bank
                           or such  other  bank as Lender  may from time to time
                           designate.

         D.       Section  2.1(a) of the Loan  Agreement  is hereby  amended and
                  restated in its entirety to read as follows:

                  2.1      REVOLVING LOANS.

                           (a)  Subject  to,  and upon the terms and  conditions
                  contained herein, Lender may, in its sole discretion, agree to
                  make Revolving  Loans to Borrower from time to time in amounts
                  requested  by Borrower up to the amount  which is equal to the
                  lesser of the Maximum Credit or the sum of:

                                    (i)     the sum of:

                                            (A)      eighty-five percent (85%)
                                                   of the Net Amount of Eligible
                                                    accounts, plus

                                            (B)      the   sum  of   (a)   sixty
                                                     percent  (60%) of the value
                                                     of Eligible Inventory which
                                                     constitutes  finished goods
                                                     and  (b)   the   fifty-five
                                                     percent  (55%) of the value
                                                     of    Eligible    Inventory
                                                     EXCLUDING  FINISHED  GOODS;
                                                     LESS

                                    (ii) any Availability Reserves.

         E.       Section  3.1 of the  Loan  Agreement  is  hereby  amended  and
                  restated in its entirety to read as follows:

                  3.1      Interest.

                    (a) Borrower shall pay to Lender interest on the outstanding
                    principal  amount of the  non-contingent  Obligations at the
                    Interest Rate  applicable to Prime Rate Loans.  All interest
                    accruing  hereunder  on and  after  the date of any Event of
                    Default  or  termination  or  non-renewal  hereof  shall  be
                    payable on demand.

                    (b)  Borrower  may from time to time request that Prime Rate
                    Loans be  converted  to  Eurodollar  Rate  Loans or that any
                    existing  Eurodollar  Rate Loans  continue for an additional
                    Interest  Period.  Such request from Borrower  shall specify
                    the  amount of the Prime Rate  Loans  which will  constitute
                    Eurodollar  Rate  Loans  (subject  to the  limits  set forth
                    below)  and the  Interest  Period to be  applicable  to such
                    Eurodollar  Rate Loans.  Subject to the terms and conditions
                    contained  herein,  three (3) Business Days after receipt by
                    Lender of such a request  from  Borrower,  such  Prime  Rate
                    Loans shall be  converted to  Eurodollar  Rate Loans or such
                    Eurodollar  Rate Loans shall  CONTINUE,  AS THE CASE MAY BE,
                    PROVIDED,  THAT,  (i) no Event of  Default,  or event  which
                    --------  ---- with  notice or passage of time or both would
                    constitute an Event of Default exists or has occurred and is
                    continuing,  (ii) no party hereto shall have sent any notice
                    of  termination  or  non-renewal  of this  Agreement,  (iii)
                    Borrower shall have complied with such customary  procedures
                    as are  established  by Lender  and  specified  by Lender to
                    Borrower  from time to time for  requests  by  Borrower  for
                    Eurodollar  Rate Loans,  (iv) no more than four (4) Interest
                    Periods may be in effect at any one time,  (v) the aggregate
                    amount of the Eurodollar Rate Loans must be in an amount not
                    less than  $5,000,000 or an integral  multiple of $1,000,000
                    in excess thereof, (vi) the maximum amount of the Eurodollar
                    Rate  Loans at any time  requested  by  Borrower  shall  not
                    exceed  the  amount  equal to eighty  (80%)  percent  of the
                    lowest  principal  amount of the Revolving Loans which it is
                    anticipated  will  be  outstanding   during  the  applicable
                    Interest  Period  as  determined  by  Lender  (but  with  no
                    obligation of Lender to make such Revolving Loans) and (vii)
                    Lender shall have  determined  that the  Interest  Period or
                    Adjusted  Eurodollar Rate is available to Lender through the
                    Reference Bank and can be readily  determined as of the date
                    of the request for such  Eurodollar  Rate Loan by  Borrower.
                    Any  request  by  Borrower  to  convert  Prime Rate Loans to
                    Eurodollar Rate Loans or to continue any existing Eurodollar
                    Rate Loans shall be irrevocable. Notwithstanding anything to
                    the contrary  contained  herein,  Lender and Reference  Bank
                    shall not be  required  to  purchase  United  States  Dollar
                    deposits in the London  interbank market or other applicable
                    Eurodollar  Rate market to fund any  Eurodollar  Rate Loans,
                    but the  provisions  hereof  shall be  deemed to apply as if
                    Lender and  Reference  Bank had  purchased  such deposits to
                    fund the Eurodollar Rate Loans.

                    (c) Any Eurodollar Rate Loans shall automatically convert to
                    Prime  Rate  Loans  upon  the  last  day of  the  applicable
                    Interest  Period,  unless Lender has received and approved a
                    request to continue such Eurodollar Rate Loan at least three
                    (3) Business Days prior to such last day in accordance  with
                    the terms  hereof.  Any  Eurodollar  Rate  Loans  shall,  at
                    Lender's option, upon notice by Lender to Borrower,  convert
                    to  Prime  Rate  Loans  in the  event  that  (i) an Event of
                    Default or event which,  with the notice or passage of time,
                    or both, would constitute an Event of Default,  shall exist,
                    (ii) this Agreement  shall  terminate or not be renewed,  or
                    (iii) the aggregate principal amount of the Prime Rate Loans
                    which have  previously  been  converted to  Eurodollar  Rate
                    Loans or existing  Eurodollar Rate Loans  continued,  as the
                    case may be, at the beginning of an Interest Period shall at
                    any time during such  Interest  Period exceed either (A) the
                    aggregate principal amount of the Loans then outstanding, or
                    (B) the  Revolving  Loans then  available to Borrower  under
                    Section 2 hereof.  Borrower shall pay to Lender, upon demand
                    by Lender (or Lender  may,  at its  option,  charge any loan
                    account of  Borrower)  any amounts  required  to  compensate
                    Lender,  the Reference Bank or any  participant  with Lender
                    for any loss (including loss of anticipated  profits),  cost
                    or  expense  incurred  by such  person,  as a result  of the
                    conversion  of  Eurodollar  Rate  Loans to Prime  Rate Loans
                    pursuant to any of the foregoing.

                    (d) Interest  shall be payable by Borrower to Lender monthly
                    in  arrears  not later  than the first day of each  calendar
                    month  and  shall  be  calculated  on the  basis  of a three
                    hundred  sixty (360) day year and actual days  elapsed.  The
                    interest  rate on  non-contingent  Obligations  (other  than
                    Eurodollar  Rate  Loans)  shall  increase  or decrease by an
                    amount equal to each  increase or decrease in the Prime Rate
                    effective  on the first day of the month after any change in
                    such  Prime  Rate is  announced  based on the Prime  Rate in
                    effect on the last day of the month in which any such change
                    occurs.  In no event  shall  charges  constituting  interest
                    payable by Borrower to Lender  exceed the maximum  amount or
                    the rate  permitted  under any applicable law or regulation,
                    and if any such part or  provision  of this  Agreement is in
                    contravention  of any such law or  regulation,  such part or
                    provision shall be deemed amended to conform thereto.

         F.       Section 3 of the Loan  Agreement is hereby  amended by adding,
                  at the end of such section, the following Section 3.2:

                  3.2      Changes in Laws and Increased Costs of Loans.

                           (a)   Notwithstanding   anything   to  the   contrary
                           contained  herein,  all Eurodollar  Rate Loans shall,
                           upon notice by Lender to  Borrower,  convert to Prime
                           Rate  Loans  in the  event  that  (i) any  change  in
                           applicable law or regulation  (or the  interpretation
                           or  administration  thereof) shall either (A) make it
                           unlawful   for   Lender,   Reference   Bank   or  any
                           participant to make or maintain Eurodollar Rate Loans
                           or to comply with the terms hereof in connection with
                           the Eurodollar Rate Loans, or (B) shall result in the
                           increase  in the costs to Lender,  Reference  Bank or
                           any   participant  of  making  or   maintaining   any
                           Eurodollar  Rate Loans by an amount  deemed by Lender
                           to be material, or (C) reduce the amounts received or
                           receivable by Lender in respect thereof, by an amount
                           deemed by Lender to be  material  or (ii) the cost to
                           Lender,  Reference Bank or any  participant of making
                           or  maintaining   any  Eurodollar  Rate  Loans  shall
                           otherwise  increase by an amount  deemed by Lender to
                           be  material.  Borrower  shall  pay to  Lender,  upon
                           demand by  Lender  (or  Lender  may,  at its  option,
                           charge any loan  account  of  Borrower)  any  amounts
                           required to compensate  Lender, the Reference Bank or
                           any  participant  with Lender for any loss (including
                           loss  of  anticipated   profits),   cost  or  expense
                           incurred by such person as a result of the foregoing,
                           including, without limitation, any such loss, cost or
                           expense  incurred  by  reason of the  liquidation  or
                           reemployment  of deposits or other funds  acquired by
                           such person to make or maintain the  Eurodollar  Rate
                           Loans or any portion thereof. A certificate of Lender
                           setting forth the basis for the determination of such
                           amount  necessary to  compensate  Lender as aforesaid
                           shall  be   delivered   to  Borrower   and  shall  be
                           conclusive, absent manifest error.

                           (b) If any payments or  prepayments in respect of the
                           Eurodollar  Rate Loans are  received by Lender  other
                           than  on the  last  day of  the  applicable  Interest
                           Period  (whether   pursuant  to  acceleration,   upon
                           maturity  or   otherwise),   including  any  payments
                           pursuant  to the  application  of  collections  under
                           Section  6.3 or any  other  payments  made  with  the
                           proceeds of Collateral,  Borrower shall pay to Lender
                           upon  demand by Lender (or Lender may, at its option,
                           charge any loan  account  of  Borrower)  any  amounts
                           required to compensate  Lender, the Reference Bank or
                           any  participant  with Lender for any additional loss
                           (including  loss  of  anticipated  profits),  cost or
                           expense  incurred  by such person as a result of such
                           prepayment or payment, including, without limitation,
                           any loss,  cost or expense  incurred by reason of the
                           liquidation  or  reemployment  of  deposits  or other
                           funds  acquired  by such  person to make or  maintain
                           such Eurodollar Rate Loans or any portion thereof.

     G. Section  12.1(a) is hereby  amended and restated in its entirety to read
     as follows:

          (a) This Agreement and the other Financing  Agreements  shall continue
          in full force and effect for a term  ending on the date  December  31,
          2001 (the  "Renewal  Date"),  with the Renewal Date being  extended on
          each Renewal Date to the date which is the year after the then current
          Renewal Date unless  sooner  terminated  pursuant to the terms hereof.
          Lender or Borrower  (subject  to Lender's  right to extend the Renewal
          Date as provided  above) may  terminate  this  Agreement and the other
          Financing   Agreements  effective  on  the  Renewal  Date  or  on  the
          anniversary  of the  Renewal  Date in any year by  giving to THE OTHER
          PARTY AT LEAST SIXTY (60) DAYS PRIOR WRITTEN NOTICE;  PROVIDED,  THAT,
          this Agreement and all other  Financing  Agreements must be terminated
          simultaneously.  Upon the effective date of termination or non-renewal
          of the Financing  Agreements,  Borrower shall pay to Lender,  in full,
          all  outstanding  and  unpaid   Obligations  and  shall  furnish  cash
          collateral  to  Lender  in  such  amounts  as  Lender  determines  are
          reasonably  necessary  to secure  Lender  from loss,  cost,  damage or
          expense,  including attorneys' fees and legal expenses,  in connection
          with any  contingent  Obligations,  including  issued and  outstanding
          Letter  of  Credit   Accommodations   and  checks  or  other  payments
          provisionally  credited to the  Obligations  and/or as to which Lender
          has not  yet  received  final  and  indefeasible  payment.  Such  cash
          collateral shall be remitted by wire transfer in Federal funds to such
          bank account of Lender, as Lender may, in its discretion, designate in
          writing to Borrower for such purpose.  Interest shall be due until and
          including the next business day, if the amounts so paid by Borrower to
          the bank  account  designated  by  Lender  are  received  in such bank
          account later than 12:00 noon, Chicago time.

         H.  Section  12.1(c) is hereby  amended and restated in its entirety to
read as follows:

                           (c) If for any reason this Agreement is terminated by
                           the  Borrower  prior to the end of the  then  current
                           term or renewal  term of this  Agreement,  in view of
                           the   impracticality   and  extreme   difficulty   of
                           ascertaining  actual damages and by mutual  agreement
                           of the  parties  as to a  reasonable  calculation  of
                           Lender's lost profits as a result  thereof,  Borrower
                           agrees to pay to Lender,  upon the effective  date of
                           such  termination,  an early termination fee equal to
                           (i) two percent  (2%) of the  outstanding  balance of
                           the Revolving Loans if such termination  occurs on or
                           prior to December  31, 2000 and (ii) one percent (1%)
                           of the outstanding  balance of the Revolving Loans if
                           such  termination  occurs after December 31, 2000 but
                           prior to the end of the then  current term or renewal
                           term of this  Agreement.  Such early  termination fee
                           shall  be  presumed  to  be  the  amount  of  damages
                           sustained  by  Lender  as  a  result  of  such  early
                           termination and Borrower agrees that it is reasonable
                           under the circumstances currently existing. The early
                           termination  fee  provided  for in this  Section 12.1
                           shall be deemed included in the Obligations.

II.      CONDITIONS TO EFFECTIVENESS OF SECOND AMENDMENT.  This Second Amendment
         shall become effective on the date (the "Effective Date") when Borrower
         shall satisfy all of the following conditions:

          A. SECOND AMENDMENT.  Borrower and Lender shall have duly executed and
          delivered this Second Amendment.

         B.       ADDITIONAL  MATTERS.  Lender  shall have  received  such other
                  certificates,  opinions,  UCC financing statements,  documents
                  and   instruments   relating   to  the   obligations   or  the
                  transactions  contemplated  hereby as may have been reasonably
                  requested by Lender,  and all corporate and other  proceedings
                  and all other  documents  and all legal  matters in connection
                  with the transactions  contemplated hereby shall be reasonably
                  satisfactory in form and substance to Lender.

III.     REPRESENTATIONS AND WARRANTIES. In order to induce Lender to enter into
         this Second Amendment, Borrower represents and warrants to Lender, upon
         the effectiveness of this Second Amendment,  which  representations and
         warranties  shall  survive the  execution  and  delivery of this Second
         Amendment, that:

          A.   Borrower is a corporation duly organized, validly existing and in
               good standing under the laws of the state of its incorporation;

          B.   the execution,  delivery and performance of this Second Amendment
               by Borrower  are within its  corporate  powers and have been duly
               authorized by all necessary corporate action;

          C.   this  Second  Amendment  constitutes  a legal,  valid and binding
               obligation   of  Borrower,   enforceable   against   Borrower  in
               accordance  with its terms,  except as enforcement may be limited
               by bankruptcy, insolvency, reorganization,  moratorium or similar
               laws affecting the  enforcement of creditors'  rights  generally,
               and by general principles of equity; and

          D.   all of the representations  and warranties  contained in the Loan
               Agreement and in the other Financing Agreements (other than those
               which speak  expressly only as of a different  date) are true and
               correct  as of the date of this  Second  Amendment  after  giving
               effect to this Second Amendment.

IV.      MISCELLANEOUS.

          A.   EFFECT;  RATIFICATION.   The  amendments  set  forth  herein  are
               effective solely for the purpose set  --------------------  forth
               herein and shall be limited  precisely as written,  and shall not
               be  deemed  to  (i) be a  consent  to any  amendment,  waiver  or
               modification of any other term or condition of the Loan Agreement
               or of any other Financing  Agreements or (ii) prejudice any right
               or  rights  that  Lender  may now have or may have in the  future
               under  or in  connection  with the Loan  Agreement  or any  other
               Financing  Agreements.  Each  reference in the Loan  Agreement to
               "this Agreement", "herein", "hereof" and words of like import and
               each  reference  in the other  Financing  Agreements  to the Loan
               Agreement shall mean the Loan Agreement as amended  hereby.  This
               Second  Amendment  shall be construed in  connection  with and as
               part  of  the  Loan   Agreement   and  all   terms,   conditions,
               representations,  warranties,  covenants and agreements set forth
               in the Loan Agreement and each other Financing Agreement,  except
               as herein  amended or waived,  are hereby  ratified and confirmed
               and shall remain in full force and effect.

          B.   COSTS AND  EXPENSES.  Borrower  shall pay to Lender on demand all
               reasonable  out-of-pocket  costs,   ------------------  expenses,
               title fees,  filing fees and taxes paid or payable in  connection
               with   the   preparation,   negotiation,   execution,   delivery,
               recording,  administration,  collection, liquidation, enforcement
               and  defense  of  the   Obligations,   Lender's   rights  in  the
               Collateral,  this Second Amendment, the Loan Agreement, the other
               Financing  Agreements and all other  documents  related hereto or
               thereto, including any amendments,  supplements or consents which
               may  hereafter  be  contemplated  (whether  or not  executed)  or
               entered into in respect  hereof and thereof,  including,  but not
               limited  to: (a) all costs and  expenses  of filing or  recording
               (including  Uniform  Commercial Code financing  statement  filing
               taxes and fees, documentary taxes, intangibles taxes and mortgage
               recording and title insurance taxes and fees, if applicable); (b)
               costs  and  expenses  and  fees for  title  insurance  and  other
               insurance premiums,  environmental audits, surveys,  assessments,
               engineering  reports and  inspections,  appraisal fees and search
               fees;   (c)  costs  and  expenses  of  remitting  loan  proceeds,
               collecting checks and other items of payment;  (d) charges,  fees
               or expenses  charged by any bank or issuer in connection with the
               Letter  of Credit  Accommodations;  (e)  costs  and  expenses  of
               preserving and protecting the Collateral;  (f) costs and expenses
               paid or  incurred in  connection  with  obtaining  payment of the
               Obligations,  enforcing  the  security  interests  and  liens  of
               Lender,  selling or otherwise realizing upon the Collateral,  and
               otherwise enforcing the provisions of this Second Amendment,  the
               Loan  Agreement and the other  Financing  Agreements or defending
               any claims made or threatened  against  Lender arising out of the
               transactions contemplated hereby and thereby (including,  without
               limitation,  preparations  for and  consultations  concerning any
               such  matters);  and (g) the fees and  disbursements  of  counsel
               (including  legal  assistants)  to Lender in connection  with the
               foregoing.

          C.   CERTAIN WAIVERS; RELEASE. Although Borrower does not believe that
               it has any claims against  ------------------------ Lender, it is
               willing to provide Lender with a general and total release of all
               such claims in  consideration of the benefits which Borrower will
               receive pursuant to this Second Amendment.  Accordingly, Borrower
               for  itself  and any  successor  of  Borrower  hereby  knowingly,
               voluntarily,   intentionally   and   irrevocably   releases   and
               discharges Lender and its respective officers,  directors, agents
               and counsel (each a "Releasee") from any and all actions,  causes
               of action,  suits, sums of money,  accounts,  reckonings,  bonds,
               bills,   specialties,    covenants,   contracts,   controversies,
               agreements,  promises, variances, trespasses, damages, judgments,
               extents, executions, losses, liabilities, costs, expenses, debts,
               dues,   demands,   obligations   or  other  claims  of  any  kind
               whatsoever, in law, admiralty or equity, which Borrower ever had,
               now has or hereafter  can, shall or may have against any Releasee
               for, upon or by reason of any matter,  cause or thing  whatsoever
               from  the  beginning  of the  world  to the  date of this  Second
               Amendment.

          D.   COUNTERPARTS. This Second Amendment may be executed in any number
               of counterparts,  each such counterpart  constituting an original
               but all together constituting one and the same instrument.

          E.   SEVERABILITY.  Any provision  contained in this Second  Amendment
               that is held to be inoperative,  unenforceable  or invalid in any
               jurisdiction  shall,  as to that  jurisdiction,  be  inoperative,
               unenforceable   or  invalid   without   affecting  the  remaining
               provisions of this Second  Amendment in that  jurisdiction or the
               operation,  enforceability  or validity of that  provision in any
               other jurisdiction.

          F.   GOVERNING  LAW.  THIS SECOND  AMENDMENT  SHALL BE GOVERNED BY AND
               CONSTRUED  AND  INTERPRETED  IN  ACCORDANCE  WITH THE LAWS OF THE
               STATE OF ILLINOIS.

                                    [remainder of page intentionally left blank]


<PAGE>







                  IN WITNESS  WHEREOF,  the parties  hereto have  executed  this
Second Amendment as of the date first above written.

                                        CONGRESS FINANCIAL CORPORATION (CENTRAL)

                                        BY
                                        NAME:
                                        TITLE:

                                        SHERMAN WIRE COMPANY

                                        BY
                                        NAME:
                                        TITLE:


<PAGE>

                                     CONSENT

         By Guarantee  dated September 27, 1996 (as amended,  the  "Guarantee"),
the undersigned  (the  "Guarantor")  guaranteed to Lender (as defined  therein),
subject to the terms,  conditions and obligations set forth therein,  the prompt
payment  and  performance  of all  of the  Guaranteed  Obligations  (as  defined
therein).  The  Guarantor  consents to  Borrower's  execution  of the  foregoing
Amendment  No. 2 to Loan  Agreement  (the  "Amendment;"  capitalized  terms  not
otherwise  defined  herein  shall  have  the  meaning  ascribed  to  them in the
Amendment)  and  acknowledges  the  continued   validity,   enforceability   and
effectiveness  of  the  Guarantee  with  respect  to  all  loans,  advances  and
extensions of credit to Borrower, whether heretofore or hereafter made, together
with all  interests  thereon  and all  expenses  in  connection  therewith.  The
Guarantor  hereby  acknowledges  and  agrees to the  increase  in the  amount of
maximum credit extended to Borrower  pursuant to the Amendment and  acknowledges
and agrees that the Guarantee  applies to the Obligations owed by Borrower under
and  pursuant to the Loan  Agreement,  as amended by the  Amendment,  including,
without  limitation,  the  increase  in the  definition  of  Maximum  Credit  to
$60,000,000.

                                          KEYSTONE CONSOLIDATED INDUSTRIES, INC.

                                          BY
                                          NAME:
                                          TITLE: