ANNEX A

                            ASSUMPTION AGREEMENT AND
                        AMENDMENT TO FINANCING AGREEMENTS

     THIS  ASSUMPTION  AGREEMENT  AND  AMENDMENT TO FINANCING  AGREEMENTS  (this
"Amendment") is made and entered into as of _____________,  2004, by and between
KEYSTONE  CONSOLIDATED  INDUSTRIES,  INC.  ("Keystone"),   DESOTO  ENVIRONMENTAL
MANAGEMENT, INC., FV STEEL AND WIRE COMPANY, J.L. PRESCOTT COMPANY, SHERMAN WIRE
COMPANY  (f/k/a DESOTO,  INC.),  and SHERMAN WIRE OF CALDWELL,  INC.,  each as a
debtor and  debtor-in-possession  in the Cases (defined below) (each a "Debtor,"
and, collectively, the "Debtors"), and CONGRESS FINANCIAL CORPORATION (CENTRAL),
as lender  ("Lender").  Unless otherwise  specified,  the capitalized terms used
herein  shall have the  meanings  ascribed  to them in the  Pre-Petition  Credit
Agreement (defined below).

                                    RECITALS

     A. Keystone,  as  pre-petition  debtor,  and Lender are parties to (i) that
certain Amended and Restated Revolving Loan and Security Agreement,  dated as of
December 29, 1995 (as amended,  modified,  restated or supplemented prior to the
date hereof, the "Pre-Petition Credit Agreement"),  and (ii) the other Financing
Agreements,  as defined in the Pre-Petition Credit Agreement (all such Financing
Agreements,  together with the Pre-Petition  Credit  Agreement,  in each case as
amended,  modified,  restated or supplemented prior to the date hereof or by any
other  amendment  executed  on or  after  the  date  hereof,  collectively,  the
"Original Financing Agreements").

     B. Debtors have filed  petitions for relief under chapter 11 of title 11 of
the United States Code, 11 U.S.C.  ss.ss. 101, et seq. (the "Bankruptcy  Code"),
in the United States Bankruptcy Court for the Eastern District of Wisconsin (the
"Bankruptcy  Court"),  on  ___________,  2004  (the  "Petition  Date"),  Jointly
Administered Case No. ________________ (the "Cases").

     C. The  commencement  of the Cases  constituted  an Event of Default  under
Section 10.1(g) the Pre-Petition Credit Agreement.

     D. In order to continue their operations as debtors-in-possession under the
Bankruptcy  Code,  Debtors have requested that Lender make certain  postpetition
secured  loans to Keystone (the "DIP  Financing").  Lender is willing to provide
such DIP  Financing  to Keystone on and after the  Petition  Date only if, among
other things, the Original  Financing  Agreements are amended as hereinafter set
forth and the Bankruptcy  Court enters  interim and final orders  approving this
Amendment and otherwise in form and substance satisfactory to Lender in Lender's
sole discretion (the "Interim Order" and the "Final Order," respectively).

                                    AGREEMENT

     NOW,  THEREFORE,  in consideration of the premises,  and for other good and
valuable   consideration,   the  receipt  and   adequacy  of  which  are  hereby
acknowledged, the parties hereto agree as follows:

     1.   Amendments. The parties hereby amend the Original Financing Agreements
          as follows:

          (a)  From and after the date hereof,  all  references  in the Original
               Financing Agreements to "Keystone Consolidated Industries, Inc.,"
               "Borrower,"  "the "Company," and all other references to Keystone
               in any capacity shall be deemed to be references to Keystone both
               before the Petition  Date, as  pre-petition  obligor,  and on and
               after the Petition Date, as a debtor and  debtor-in-possession in
               the Cases.

          (b)  Section 1 of the Pre-Petition  Credit Agreement is hereby amended
               by adding in their proper  alphabetical  order the definitions of
               "Bankruptcy Code," "Bankruptcy  Court," "Cases," "DIP Financing,"
               "Original    Financing    Agreements,"    "Petition   Date"   and
               "Pre-Petition Credit Agreement" set forth in the recitals of this
               Amendment.

          (c)  Section 1 of the Pre-Petition  Credit Agreement is hereby further
               amended  by adding  the  following  definitions  in their  proper
               alphabetical  order (to the  extent  such  terms are not  already
               defined in the Pre-Petition Credit Agreement) and by substituting
               the following  definitions  for the existing  definitions of such
               terms (to the  extent  such  terms are  currently  defined in the
               Pre-Petition Credit Agreement):

               "Agreement"  shall mean the Amended and Restated  Revolving  Loan
               and  Security  Agreement,  dated  as of  December  29,  1995,  as
               amended,  modified,  restated or supplemented  from time to time,
               including,  without limitation,  (a) by the Assumption  Agreement
               and (b) by the  Interim  Order,  the  Final  Order  or any  other
               applicable order of the Bankruptcy Court.

               "Assumption  Agreement"  shall mean the Assumption  Agreement and
               Amendment to  Financing  Agreements,  dated as of  _____________,
               2004,  by and between  Keystone  Consolidated  Industries,  Inc.,
               Desoto Environmental Management, Inc., FV Steel and Wire Company,
               J.L. Prescott Company, Sherman Wire Company (f/k/a Desoto, Inc.),
               and   Sherman   Wire   of   Caldwell,   Inc.   as   debtors   and
               debtors-in-possession   in  the  Cases,  and  Congress  Financial
               Corporation (Central), as lender.

               "Budget" shall have the meaning  ascribed to such term in Section
               7.1 hereof.

               "Debtors"  shall mean  Keystone  Consolidated  Industries,  Inc.,
               Desoto Environmental Management, Inc., FV Steel and Wire Company,
               J.L. Prescott Company, Sherman Wire Company (f/k/a Desoto, Inc.),
               and   Sherman   Wire   of   Caldwell,   Inc.   as   debtors   and
               debtors-in-possession in the Cases under the Bankruptcy Code.

               "DIP  Financing"  shall mean the  advance of funds by Congress to
               Debtors  on  and/or  after  the  Petition  Date  in the  form  of
               Revolving  Loans and in the form of a Term  Loan  under the terms
               and conditions set forth herein.

               "DIP  Indebtedness"  shall mean all  indebtedness and obligations
               incurred  on or after the  Petition  Date by Debtors to  Congress
               pursuant  to  the  Financing   Agreements   (including,   without
               limitation,  principal, accrued and unpaid interest and costs and
               expenses, including reasonable attorneys' fees and expenses).

               "DIP Term Loan" shall mean the $2,000,000 principal amount of the
               Term Loan funded by Lender to Borrower  during the Cases pursuant
               to the Interim Order and/or the Final Order.

               "EWP DIP Credit  Agreement"  shall mean the  Debtor-In-Possession
               Credit Agreement between the Debtors and EWP Financial

               "EWP Financial"  shall mean EWP Financial LLC, a Delaware limited
               liability company.

               "EWP  Collateral"  shall  mean (i) the stock of  Engineered  Wire
               Products,  Inc. and all substitutions  therefor and distributions
               with respect thereto,  (ii) the account  maintained on Keystone's
               books and  records  styled  Loan  Account - EWP,  Account  Number
               46009,  (iii) the  Separate  Loan  Proceeds  Account and (iv) all
               proceeds of the foregoing.

               "Final Order" shall mean an order of the Bankruptcy Court entered
               in the Cases  after the Final  Hearing as defined in the  Interim
               Order, inter alia, authorizing Debtors, as debtors-in-possession,
               to incur  secured  indebtedness  pursuant  to section  364 of the
               Bankruptcy  Code,  which  order  shall be in form  and  substance
               satisfactory to Lender in its sole discretion.

               "Financing Agreements" shall mean, collectively,  this Agreement,
               the Assumption Agreement, the Interim Order, the Final Order, the
               DIP  Credit  Documents  and  all  notes,   guarantees,   security
               agreements, trademark security agreements, lockbox and/or blocked
               account agreements, mortgages, deeds of trust, pledge agreements,
               letters of credit and other  agreements,  documents  and  written
               indicia of contractual  obligations  between  Debtors and Lender,
               any Affiliate of Debtors and Lender, any Person owning Collateral
               and Lender,  and/or any Person guaranteeing all or any portion of
               the Obligations and Lender,  in connection with the  transactions
               contemplated hereby,  whether  pre-petition or post-petition,  as
               each such document has been and may from time to time be amended,
               modified, supplemented, extended, renewed, restated or replaced.

               "Interim  Order"  shall  mean the order of the  Bankruptcy  Court
               entered in the Cases on  ___________,  2004  pursuant to sections
               363 and  364 of the  Bankruptcy  Code,  inter  alia,  authorizing
               Debtors, as  debtors-in-possession,  to enter into the Assumption
               Agreement,   which   order   shall  be  in  form  and   substance
               satisfactory to Lender in its sole discretion.

               "Loans" shall mean any loan or extension of credit,  whether made
               before,  on or after the Petition Date, by Lender pursuant to the
               Financing  Agreements,  including the Revolving  Loans,  the Term
               Loan and the DIP Financing.

               "Maturity  Date"  shall  mean the date on  which  this  Agreement
               ceases to continue  in full force and effect  pursuant to Section
               12.1(a) hereof.

               "Maximum Credit" shall mean the amount of $55,000,000;  provided,
               however,  that such amount  shall  decrease  when each payment of
               principal  on the Term Loan is  received by Lender and applied to
               the Term Loan, by an amount equal to the amount of such principal
               reduction in the Term Loan.

               "Participation  Agreement" shall mean that certain  Participation
               Agreement  dated as of February ___, 2004 between  Lender and EWP
               Financial.

               "Participation"   shall  have  the   meaning  set  forth  in  the
               Participation Agreement.

               "Revolving  Loans" shall mean any Revolving  Loans,  whether made
               before,  on or after the Petition Date, by Lender pursuant to the
               Financing Agreements and/or the Interim or Final Order.

               "Separate Loan Proceeds Account" shall have the meaning set forth
               in Section 4.1(i)(d) of this Amendment.

          (d)  In subsection  1.49 of the  Pre-Petition  Credit  Agreement,  the
               phrase "provided,  that, the Interest Rate shall mean the rate of
               two and  one-half  percent  (2.5%)  per  annum . . .,"  where  it
               appears, is hereby amended to read "provided,  that, the Interest
               Rate shall mean the rate of three percent  (3.0%) per annum . . .
               ."

          (e)  Subsection  2.3 of the  Pre-Petition  Credit  Agreement is hereby
               amended and restated in its entirety to read as follows:

               "2.3  Availability   Reserves.   All  Revolving  Loans  otherwise
               available  to  Borrower  pursuant  to the  lending  formulas  and
               subject  to  the  Maximum  Credit  and  other  applicable  limits
               hereunder  shall  be  subject  to  Lender's  continuing  right to
               establish  and revise  Availability  Reserves in its  discretion,
               upon not less than five (5) days prior written notice to Borrower
               identifying  the  new or  revised  Availability  Reserve  and the
               reason for the establishment or revision thereof."

     (f)  The  Term  Loan  under  subsection  2.4  of  the  Pre-Petition  Credit
          Agreement  shall be  increased:  (i) upon the  effective  date of this
          Amendment, by a principal amount of $2,042,812; (ii) upon the later to
          occur of the  following:  (y) the effective date of this Amendment and
          (z) the date that is one  Business  Day after  Lender  has  received a
          $2,000,000   payment  from  EWP   Financial  to  purchase  an  initial
          Participation   pursuant  to  Section  4.1(a)  of  the   Participation
          Agreement, by an additional principal amount of $2,000,000;  provided,
          however,  that if,  on the  date on  which  the  Lender  receives  the
          $2,000,000  payment -------- ------- from EWP Financial to purchase an
          initial Participation  pursuant to Section 4.1(a) of the Participation
          Agreement,  such  $2,000,000  is received by Lender from EWP Financial
          prior to 2:00 p.m.  Eastern  time,  then  Congress  shall use its best
          efforts to effect such $2,000,000  increase in the principal amount of
          the Term Loan on such same date rather than on the next  Business Day;
          and (iii)  upon the date that is one  Business  Day after  Lender  has
          received a  $3,000,000  payment  from EWP to  purchase  an  additional
          Participation  (for a total  Participation of $5,000,000)  pursuant to
          Section  4.1(b)  of  the  Participation  Agreement,  by an  additional
          principal  amount of $3,000,000;  provided,  however,  that if, on the
          date on --------  -------  which the Lender  receives  the  $3,000,000
          payment  from EWP  Financial  to  purchase  an  initial  Participation
          pursuant  to  Section  4.1(b)  of the  Participation  Agreement,  such
          $3,000,000 is received by Lender from EWP Financial prior to 2:00 p.m.
          Eastern time,  then Congress shall use its best efforts to effect such
          $3,000,000  increase in the principal  amount of the Term Loan on such
          same date rather than on the next Business Day.  Such  increase(s)  in
          the Term Loan shall be deemed  added to the Term Loan  existing on the
          Petition  Date under the  Pre-Petition  Credit  Agreement and shall be
          deemed to be a "Term Loan" under the Agreement.  The Debtors expressly
          acknowledge  and agree that Lender shall have no liability  whatsoever
          to the  Debtors  arising  from or  related  to any  failure  of EWP to
          purchase or fund any Participation at any time.

     (g)  Notwithstanding   anything  set  forth  in  the  Pre-Petition   Credit
          Agreement,  from and after the effective date of this  Amendment,  the
          outstanding  principal  balance of the Term Loan shall be amortized as
          follows: A monthly installment in the amount of the lesser of $100,000
          and the entire  remaining unpaid balance of the Term Loan shall be due
          and payable on the first day of each  calendar  month,  commencing  on
          April 1, 2004, until the Term Loan has been repaid in full.

     (h)  Subsection  5.1 of the  Pre-Petition  Credit  Agreement  is amended by
          adding the following language to the first sentence of such subsection
          5.1   immediately   after  the  phrase  "and  wherever   located"  and
          immediately prior to the first parenthetical in such subsection 5.1:

     ",   whether arising or acquired before, on or after the Petition Date"

     (i)  Subsection  5.2(d)  of the  Pre-Petition  Credit  Agreement  is hereby
          amended and restated in its entirety to read as follows:

               "(d) Borrower does not have any lockbox or other deposit accounts
          (where payments on Receivables or other proceeds of Inventory or other
          Collateral are  deposited) as of the date hereof,  except as set forth
          in the  Information  Certificate.  Borrower  shall  not,  directly  or
          indirectly,  after the date hereof  open,  establish  or maintain  any
          lockbox or other deposit  account  (where  payments on  Receivables or
          other proceeds of Inventory or other Collateral are deposited)  unless
          each of the following  conditions is satisfied:  (i) Lender shall have
          received not less than five (5) Business Days prior written  notice of
          the  intention  of Borrower to open or establish  such  account  which
          notice shall specify in reasonable  detail and specificity  acceptable
          to Lender the name of the account,  the owner of the account, the name
          and  address  of the bank at which  such  account  is to be  opened or
          established, the individual at such bank with whom Borrower is dealing
          and the purpose of the  account,  (ii) the bank where such  account is
          opened or maintained  shall be  acceptable to Lender,  and (iii) on or
          before the opening of such deposit  account,  Borrower shall as Lender
          may  specify  either (A) deliver to Lender a Deposit  Account  Control
          Agreement  with  respect  to such  deposit  account  duly  authorized,
          executed and  delivered by Borrower and the bank at which such deposit
          account is opened and  maintained  or (B) arrange for Lender to become
          the customer of the bank with respect to the deposit  account on terms
          and conditions  acceptable to Lender. The terms of this subsection (d)
          shall not apply to deposit accounts  specifically and exclusively used
          for  payroll,  payroll  taxes  and  other  employee  wage and  benefit
          payments to or for the benefit of  Borrower's  salaried or hourly wage
          employees.  The terms of this  subsection  (d) shall also not apply to
          the  Borrower's  account  at U.S.  Bank,  Routing  number:  123000220,
          Account  number:  153656080931,  Account name:  Keystone  Consolidated
          Industries,  Inc. (the  "Separate Loan Proceeds  Account");  provided,
          however,  that  notwithstanding  any of the foregoing to the contrary,
          the Separate Loan Proceeds  Account shall at no time contain any funds
          other than the proceeds of funding from EWP  Financial to the Borrower
          pursuant to the EWP DIP Credit  Agreement  and the proceeds of the DIP
          Term Loan."

     (j)  Subsection  6.3(a)  of the  Pre-Petition  Credit  Agreement  is hereby
          amended and restated in its entirety to read as follows:

     6.3 Collection of Accounts.  (a) Borrower shall establish and maintain,  at
its expense,  blocked  accounts or lockboxes  and related  blocked  accounts (in
either case, "Blocked Accounts"),  as Lender may specify, with such banks as are
acceptable to Lender into which Borrower  shall promptly  deposit and direct its
account  debtors to directly remit all payments on Receivables  and all payments
constituting  proceeds of Inventory or other Collateral in the identical form in
which such payments are made,  whether by cash, check or other manner.  Borrower
shall deliver,  or cause to be delivered to Lender, a Depository Account Control
Agreement duly  authorized,  executed and delivered by each bank where a Blocked
Account is  maintained as provided in Section 5.2 hereof or at any time and from
time to time  Lender may become  bank's  customer  with  respect to the  Blocked
Accounts and promptly upon Lender's request,  Borrower shall execute and deliver
such  agreements  or  documents as Lender may require in  connection  therewith.
Borrower  agrees that all payments made to such Blocked  Accounts or other funds
received and  collected  by Lender,  whether in respect of the  Receivables,  as
proceeds of  Inventory  or other  Collateral  or  otherwise  shall be treated as
payments to Lender in respect of the Obligations and therefore shall  constitute
the  property  of Lender  to the  extent  of the then  outstanding  Obligations.
Notwithstanding any of the foregoing,  the Separate Loan Proceeds Account is not
a Blocked  Account,  and no payments  on  Receivables  or payments  constituting
proceeds of Inventory or other Collateral shall be deposited into or held in the
Separate Loan Proceeds Account at any time."

(k)      Section 6 of the Pre-Petition Credit Agreement is amended by adding the
         following as subsection 6.7 thereof, immediately following the existing
         subsection 6.6:

     "6.7 Application of Payments. Debtors irrevocably waive the right to direct
the application of any and all payments at any time or times hereafter  received
by Lender from or on behalf of Debtors,  and Debtors hereby expressly agree that
Lender may apply all such  amounts  received by Lender on or after the  Petition
Date to payment of the  Obligations  arising  before the  Petition  Date  before
applying any such amounts to Obligations  arising on or after the Petition Date.
Debtors hereby irrevocably agree that Lender shall have the continuing exclusive
right to apply and to reverse and reapply any and all  payments  received at any
time or times hereafter against the Obligations and the DIP Indebtedness in such
manner as Lender may deem advisable notwithstanding any entry by Lender upon any
of its  books  and  records.  Provided  that  the DIP  Financing  has  not  been
terminated,  all  proceeds of sales of  Inventory  and  collections  of Accounts
received on or after the Petition Date shall be presumed to constitute  proceeds
of Collateral  that arose or was acquired  before the Petition Date and shall be
applied first to Revolving  Loans and then to Term Loans.  Lender will apply the
proceeds of its  Collateral as set forth in the Interim Order and, if and when a
Final Order is entered by the  Bankruptcy  Court,  the Final  Order.  Lender may
effect  permanent  paydowns of the  Revolving  Loans as set forth in the Interim
Order and the Final Order.  Congress shall be under no obligation to marshal any
assets in favor of Debtors or any other party or against or in payment of any or
all of the Indebtedness."

     (l)  Subsection  7.1 of the  Pre-Petition  Credit  Agreement  is amended by
adding the following at the end thereof:

          "Debtor  shall  furnish  Lender on each Friday of each week (or if any
          such Friday is not a Business  Day,  the next  Business  Day) a report
          setting  forth (i) daily  cash flow  results  for each day in the four
          week  period  ending on the  immediately  preceding  Friday and also a
          reconciliation  comparing  actual  expenses  paid  to  the  Budget  as
          contemplated  by  ordering  paragraph  15 of the  Interim  Order  (the
          "Budget"),  (ii) daily cash flow  projections for the four week period
          beginning on the immediately preceding Saturday,  (iii) the actual and
          projected  aggregate,  as of the immediately  preceding Friday, of (A)
          the Net  Amount  of  Eligible  Borrower  Accounts,  (B)  the  Eligible
          Caldwell  Accounts,  (C) the  Eligible  Fox Valley  Accounts,  (D) the
          Eligible Borrower Inventory,  (E) the Eligible Caldwell Inventory, and
          (F) the Eligible Fox Valley  Inventory;  (iv) in the case of each such
          report  required  to be  delivered  on the last  Friday of each month,
          monthly  cash flow  projections  for each of the next 13 weeks and (v)
          such  other   financial  and  operating   information  as  Lender  may
          reasonably request."

     (m) Section 8.4 of the  Pre-Petition  Credit Agreement is amended by adding
the following at the end thereof:

          "The  Interim  Order and the Final Order will each grant to Lender (i)
          as security for all of the Obligations,  a legal, valid,  binding Lien
          on all Collateral  having first priority on all Collateral  other than
          the EWP Collateral  and (ii) as security for any increased  portion of
          the Term Loan  pursuant to clauses  (ii) and (iii) of Section  1(f) of
          the Assumption Agreement, a Lien on the EWP Collateral, subordinate to
          the Liens in favor of EWP Financial."

     (n)  Section 9 of the Pre-Petition  Credit Agreement is amended by deleting
          existing  subsection  9.13  ("Working  Capital")  in its  entirety and
          replacing such existing subsection 9.13 with the following:

     "9.13 [Intentionally Deleted.]"

     (o)  Section 9 of the Pre-Petition  Credit Agreement is amended by deleting
          existing  subsection  9.14  ("Tangible Net Worth") in its entirety and
          replacing such existing subsection 9.14 with the following:

     "9.14 [Intentionally Deleted.]"

     (p)  Subsection 9.15 of the Pre-Petition Credit Agreement is hereby amended
          and restated in its entirety to read as follows:

          "9.15 Costs and Expenses.  Borrower  shall pay to Lender on demand all
     costs,  expenses,  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 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 taxes and fees, if applicable); (b) all title insurance and other
     insurance premiums,  appraisal fees and search fees; (c) costs and expenses
     of remitting loan proceeds,  collecting  checks and other items of payment,
     and  establishing  and  maintaining  the Blocked  Accounts,  together  with
     Lender's customary charges and fees with respect thereto; (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  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 including,  without limitation,  the fees
     and costs of any  consultants  or  advisors  retained by Lender in Lender's
     sole  discretion to assist Lender during the Cases);  (g) from and after an
     Event of Default, all out-of-pocket  expenses and costs heretofore and from
     time to time  hereafter  incurred  by Lender  during the course of periodic
     field examinations of the Collateral and Borrower's operations, and (h) the
     fees and disbursements of counsel (including legal assistants) to Lender in
     connection with any of the foregoing."

     (q)  Section 9 of the Pre-Petition  Credit Agreement is amended by deleting
          existing  subsection 9.21 ("Minimum  Fixed Charge Coverage  Ratio") in
          its entirety and  replacing  such  existing  subsection  9.21 with the
          following:

                           "9.21    [Intentionally Deleted.]"

     (r)  Section 9 of the Pre-Petition  Credit Agreement is amended by deleting
          existing  subsection  9.22  ("Minimum  EBITDA")  in its  entirety  and
          replacing such existing subsection 9.22 with the following:

                           "9.22    [Intentionally Deleted.]"

     (s)  Section 9 of the Pre-Petition  Credit Agreement is amended by deleting
          existing  subsection  9.23  ("Minimum  EBITDA")  in its  entirety  and
          replacing such existing subsection 9.23 with the following:

                           "9.23    [Intentionally Deleted.]"

     (t)  Section 9 of the  Pre-Petition  Credit  Agreement is amended by adding
          the following as subsection  9.26 thereof,  immediately  following the
          existing subsection 9.25:

          "9.26  Payoff  Order.  At  such  time  as all  Obligations  have  been
     indefeasibly  paid in full in cash, the Debtors shall use their  reasonable
     best efforts to obtain, as promptly as possible, an order of the Bankruptcy
     Court in form and substance reasonably  satisfactory to Lender (such order,
     the "Payoff  Order") that provides for final  allowance for all purposes in
     the  Cases of  Lender's  secured  claim as set  forth in the proof of claim
     filed by Lender, and approves on a final basis all payments made on account
     of the  Obligations,  and which  reflects that all funding  commitments  or
     other  obligations of the Lender under this Agreement and the Interim Order
     and the Final  Order are  terminated.  Pending  entry of the Payoff  Order,
     Lender  shall be entitled  to retain all liens and  security  interests  to
     secure the Borrower's indemnification  obligations under subsection 11.5 of
     this Agreement."

     (u)  Section 9 of the  Pre-Petition  Credit  Agreement is amended by adding
          the following as subsection  9.27 thereof,  immediately  following the
          new subsection 9.26:

          "9.27  Restructuring  Consultant.  Until  all  Obligations  have  been
     indefeasibly paid in full in cash, the Debtors shall continue to retain FTI
     Consulting,  or such other  individual  or entity as is  acceptable  to the
     Lender in the Lender's sole discretion,  as restructuring consultant to the
     Debtors."

     (v)  Section  10  of  the  Pre-Petition  Credit  Agreement  is  amended  by
          replacing Section 10.1 thereof with the following:

          "10.1  Events of Default.  The  occurrence  or existence of any one or
     more of the  following  events are  referred to herein  individually  as an
     "Event of Default," and collectively as "Events of Default":

          (a)  Any  Debtor  fails  to pay  when  due any of the  Obligations  in
               accordance with the terms of the Financing Agreements or fails to
               perform  any  or  all  of the  terms,  covenants,  conditions  or
               provisions contained in the Financing Agreements;

          (b)  any  representation,  warranty or  statement  of fact made by any
               Debtor to Lender in this Agreement, the Assumption Agreement, the
               other  Financing  Agreements  or any other  agreement,  schedule,
               confirmatory  assignment  or otherwise  shall when made or deemed
               made be false or misleading in any material respect;

          (c)  any Obligor or Debtor revokes, terminates or fails to perform any
               of  the  terms,  covenants,   conditions  or  provisions  of  any
               guarantee,  endorsement or other agreement of such party in favor
               of Lender;

          (d)  any  judgment  for the payment of money is  rendered  against any
               Debtor or any Obligor in excess of $100,000 in any one case or in
               excess of $500,000 in the aggregate and shall remain undischarged
               or  unvacated  for a period  in  excess  of  thirty  (30) days or
               execution  shall at any time not be  effectively  stayed,  or any
               judgment  other  than for the  payment of money,  or  injunction,
               attachment,  garnishment  or  execution  is rendered  against any
               Debtor or any Obligor or any of their assets;

          (e)  any Obligor  (being a natural  person or a general  partner of an
               Obligor  which  is a  partnership)  dies  or  any  Debtor  or any
               Obligor,  which is a  partnership  or  corporation,  dissolves or
               suspends or discontinues doing business;

          (f)  conversion  of any of the Cases to a case under  chapter 7 of the
               Bankruptcy Code;

          (g)  appointment  of a trustee or an examiner with expanded  powers in
               any of the Cases or any Debtor's  application for, consent to, or
               acquiescence in, any such appointment;

          (h)  failure of Debtors to obtain a Final Order (in form and substance
               satisfactory to Lender in Lender's sole  discretion) by March 15,
               2004,  or such  later  date as Lender  may  consent to in writing
               after the date hereof;

          (i)  except as expressly  permitted in the Interim  Order or the Final
               Order,  the filing by any Debtor of any  application for approval
               or allowance of, or the entry of any order approving or allowing,
               any  administrative  expense claim in any of the Cases having any
               priority  over,  or being pari  passu  with,  the  administrative
               priority of the DIP Indebtedness;

          (j)  the entry of an order in any of the Cases  granting  relief  from
               the automatic stay of section 362 of the  Bankruptcy  Code to any
               holder  or  holders  of  a  lien  or  security  interest  on  any
               Collateral  with a value of more than $75,000,  and allowing such
               holder or holders to  foreclose  or  otherwise  realize upon such
               liens and security interests;

          (k)  any  stay,  reversal,  modification  or  other  amendment  in any
               respect  (except  to the  extent  acceptable  to  Lender)  of the
               Interim Order or the Final Order;

          (l)  any of the Financing  Agreements  shall cease to be in full force
               and effect, or any liens and security interests granted to Lender
               under the  Financing  Agreements  shall cease to be in full force
               and effect  (to the  extent  perfection  can be  accomplished  by
               filing of UCC financial  statements or possession),  or any liens
               and  security  interests  granted to Lender  under the  Financing
               Agreements shall cease to be valid;

          (m)  (i) the filing of any motion or  proceeding  with the  Bankruptcy
               Court, which is not dismissed, denied with prejudice or otherwise
               resolved to the satisfaction of Lender within thirty (30) days of
               such filing,  challenging or seeking otherwise to modify,  limit,
               subordinate  or avoid  the  priority  of any  Obligations  or the
               perfection or priority of Lender's  pre-petition or post-petition
               liens and  security  interests on any  Collateral,  or seeking to
               impose,  surcharge or assess  against  Lender,  its claims or the
               Collateral  any costs or  expenses,  whether  pursuant to section
               506(c) of the Bankruptcy Code or otherwise,  or (ii) the entry of
               any order having any such effect;

          (n)  any failure by Debtor to timely comply with any term or provision
               of the Interim Order or the Final Order;

          (o)  the filing of any motion or application with the Bankruptcy Court
               seeking  the entry of,  or the entry of, an order  approving  any
               subsequent   debtor-in-possession  facility  for  borrowed  money
               unless such  subsequent  facility and such court order  expressly
               provide  for the  payment  in full to Lender  of all  Obligations
               prior to any initial borrowings under such subsequent facility;

          (p)  any event or circumstance  shall occur or exist and such event or
               circumstance is likely, in Lender's reasonable judgment,  to have
               a material adverse effect on the business, assets or prospects of
               Debtor  or  any  Obligor   (other  than  the   commencement   and
               continuation of the Cases); or

          (q)  the  occurrence  and  continuation  of a  Default  or an Event of
               Default,  in each case as defined in and  pursuant to the EWP DIP
               Credit Agreement."

          (w)  Section 12 of the  Pre-Petition  Credit  Agreement  is amended by
               replacing subsection 12.1(a) thereof with the following:

               "(a) This  Agreement  and the other  Financing  Agreements  shall
          become effective as of the date set forth on the first page hereof and
          shall continue in full force and effect until the earliest to occur of
          the following, at which time (and except as Lender may otherwise agree
          in writing in its sole  discretion)  this Agreement shall  immediately
          and  automatically  terminate and all Obligations shall be immediately
          due and payable (such date of termination being the "Maturity Date"):

               (i)  March 15, 2004,  unless a Final Order (in form and substance
                    satisfactory  to Lender) has been  entered by such date,  in
                    which  event  the  Final   Order  shall   identify  a  later
                    applicable date;

               (ii) the date of final  payment and  satisfaction  in full of the
                    Obligations and termination of the DIP Financing pursuant to
                    this Agreement;

               (iii) the effective date of any confirmed plan of  reorganization
                    in any of the Cases;

               (iv) the dismissal of any of the Cases;

               (v)  a material  breach by any of the Debtors of any provision of
                    the Interim Order or the Final Order; or

               (vi) Lender's  election,  in its sole discretion  (subject to the
                    terms   hereof),   to  terminate  this  Agreement  upon  the
                    occurrence  and  during  the  continuation  of any  Event of
                    Default.

               The parties  agree that  Lender  shall have the right in its sole
               discretion  to determine  whether to grant any  extensions of the
               Maturity Date set forth in subparagraph (i) above. No termination
               of this  Agreement  shall  relieve or discharge  Debtors of their
               duties, obligations and covenants hereunder and under the Interim
               Order  and the  Final  Order  until  all  Obligations  have  been
               indefeasibly  paid and  satisfied  in full in cash,  and Lender's
               continuing  security  interest in the Collateral  shall remain in
               effect until such duties,  obligations,  and covenants  have been
               fully  discharged.  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 or all 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.  Lender
               shall have no obligation to release any of its liens and security
               interests  on the  Collateral  unless and until  Lender's  claims
               shall have been  fully,  finally and  indefeasibly  paid and such
               payment  shall have been  approved by an order of the  Bankruptcy
               Court."

2.   Debtors' Agreement to Assume Certain Obligations and be Bound; Confirmation
     of Liens and Security Interests;  Cross-Guarantees.  Each Debtor hereby (a)
     agrees  to  be  bound  by  the  terms  of  the  Financing  Agreements,  (b)
     specifically confirms that the security interests described in the Original
     Financing  Agreements  include a duly  authorized  grant by it of  security
     interests in its assets,  whether arising or acquired  before,  on or after
     the Petition Date, to secure payment of the Obligations  arising before, on
     and after the Petition  Date,  (c) grants first priority liens and security
     interests  in favor  of  Lender  on all the  post-petition  assets  of such
     Debtor,  including  all  types of  assets  in which  Lender  was  granted a
     pre-petition security interest under the Original Financing Agreements,  as
     well as all  causes of action and claims of such  Debtor's  estate  against
     third parties, including,  without limitation,  claims of such Debtor under
     sections  542,  543,  544,  545,  547,  548,  549,  550  and/or  553 of the
     Bankruptcy Code (collectively,  "Avoidance  Actions");  provided,  however,
     Lender's lien on Avoidance Actions shall be limited as provided in ordering
     paragraphs 6 and 7(b) of the Interim  Order,  and (d) the Debtors agree and
     acknowledge  that the DIP  Indebtedness  Obligations  are joint and several
     obligations  of each of the  Debtors,  and may be  allocated by the Debtors
     between  and  among the  Debtors  in any  fashion  the  Lender  deems to be
     appropriate,  but no  Debtors  shall  have any right to be  subrogated  for
     Lender  by  virtue  of  making  any  such  payment,  and  (e)  each  Debtor
     unconditionally  guarantees the repayment to Lender of the DIP Indebtedness
     Obligations of each of the other Debtors,  and such guarantee is secured by
     all of the assets of each of the Debtors as set forth in the Interim  Order
     and the Final Order.

3.   Amendment  Subject to Interim Order and Final Order;  Entire  Agreement and
     Acknowledgements  of the  Parties.  Lender  and  Debtors  agree  that  this
     Amendment is  qualified  in its entirety by the terms of the Interim  Order
     and the Final Order,  and in the event of any conflict  between any term of
     this  Amendment and any term of the Interim  Order or the Final Order,  the
     applicable term of the Interim Order or Final Order,  as applicable,  shall
     govern.  Lender and  Debtors  agree that the  amendments  set forth in this
     Amendment  (as  modified  by the  Interim  Order  and the Final  Order,  as
     provided above) constitute the entire agreement of the parties with respect
     to the matters set forth herein,  shall be limited precisely as written and
     shall  not  be  deemed  to  be  a  consent  to  any  waiver,  amendment  or
     modification  of any  other  term  or  condition  of  any of the  Financing
     Agreements.

4.   Conditions Precedent.  The effectiveness of this Amendment shall be subject
     to satisfaction of the following conditions (any one or all of which may be
     waived in writing by Lender in its sole discretion):

     (a)  Receipt by Lender of executed  counterparts  to this  Amendment,  duly
          executed by each Debtor;

     (b)  Entry  by the  Bankruptcy  Court  of the  Interim  Order  in form  and
          substance satisfactory to Lender in Lender's sole discretion; and

     (c)  Receipt by Lender of any and all further  agreements,  certificates or
          documents  as  Lender  shall  reasonably  request  together  with  any
          consents  from third party  creditors of Debtors  deemed  necessary by
          Lender.

5.   References  in  Other  Documents.  All  references  to any of the  Original
     Financing  Agreements  shall be deemed to be a reference to such  Financing
     Agreement as amended.

6.   Miscellaneous

     (a)  To induce  Lender to enter into this  Amendment,  each  Debtor  hereby
          represents  and warrants to Lender that such Debtor has full corporate
          power and authority to enter into this Amendment,  that this Amendment
          has been duly authorized,  executed and delivered by such Debtor,  and
          that this Amendment  constitutes a legal, valid and binding obligation
          of such Debtor, enforceable against such Debtor in accordance with its
          terms.

     (b)  This  Amendment may be executed by original  signature or by facsimile
          transmission, and in any number of counterparts, each of which when so
          executed and delivered shall be deemed an original,  but all of which,
          taken together, shall constitute one and the same instrument.

     (c)  It is the parties'  intention  that this  Amendment be  interpreted in
          such a way  that it is  valid  and  effective  under  applicable  law;
          however,  if one or more of the provisions of this Amendment shall for
          any  reason be found to be  invalid or  unenforceable,  the  remaining
          provisions of this Amendment shall be unimpaired.

7.   Choice of Law and  Jurisdiction.  Any  dispute  between  Lender and Debtors
     arising  out  of,  connected  with,   related  to,  or  incidental  to  the
     relationship  established  between them in connection  with this Amendment,
     and  whether  arising in  contract,  tort,  equity or  otherwise,  shall be
     resolved in accordance with the internal laws (and not the conflicts of law
     provisions) of the State of Illinois.

                      [THIS SPACE INTENTIONALLY LEFT BLANK]



<PAGE>


               IN WITNESS WHEREOF,  the parties have duly executed and delivered
          this Amendment as of the day and year first above written.



                     KEYSTONE CONSOLIDATED INDUSTRIES, INC., as
                     debtor-in-possession

                     By:
                         -------------------------------------------------

                     Name:
                           -----------------------------------------------

                     Title:
                            ----------------------------------------------



                     DESOTO ENVIRONMENTAL MANAGEMENT, INC., as
                     debtor-in-possession

                     By:
                         -------------------------------------------------

                     Name:
                           -----------------------------------------------

                     Title:
                            ----------------------------------------------



                     FV STEEL AND WIRE COMPANY, as debtor-in-possession

                     By:
                         -------------------------------------------------

                     Name:
                           -----------------------------------------------

                     Title:
                            ----------------------------------------------



                     J.L. PRESCOTT COMPANY, as
                     debtor-in-possession

                     By:
                         -------------------------------------------------

                     Name:
                           -----------------------------------------------

                     Title:
                            ----------------------------------------------



                     SHERMAN WIRE COMPANY (f/k/a DESOTO, INC.), as
                     debtor-in-possession

                     By:
                         -------------------------------------------------

                     Name:
                           -----------------------------------------------

                     Title:
                            ----------------------------------------------



                     SHERMAN WIRE OF CALDWELL, INC., as debtor-in-possession

                     By:
                         -------------------------------------------------

                     Name:
                           -----------------------------------------------

                     Title:
                            ----------------------------------------------



                     CONGRESS FINANCIAL CORPORATION (CENTRAL), as Lender

                     By:
                         -------------------------------------------------

                     Name:
                           -----------------------------------------------

                     Title:
                            ----------------------------------------------