DEBTOR-IN-POSSESSION CREDIT AGREEMENT


     THIS  DEBTOR-IN-POSSESSION  CREDIT AGREEMENT (this "Agreement") is made and
entered  into as of  February  ___,  2004 by and between  KEYSTONE  CONSOLIDATED
INDUSTRIES,  INC., a Delaware  corporation  (the  "Company");  FV STEEL AND WIRE
COMPANY, a Wisconsin  corporation;  SHERMAN WIRE COMPANY (f/k/a DeSoto, Inc.), a
Delaware corporation; SHERMAN WIRE OF CALDWELL, INC., a Nevada corporation; J.L.
PRESCOTT COMPANY, a New Jersey corporation; and DESOTO ENVIRONMENTAL MANAGEMENT,
INC., a Delaware  corporation  (collectively with the Company, the "Borrowers");
the lenders listed in Annex I hereto  (individually a "Lender" and collectively,
the "Lenders");  and EWP FINANCIAL LLC, a Delaware limited liability company, as
agent for the Lenders (the "Agent").

                                    Recitals:

     WHEREAS,  on February ___, 2004 (the "Petition  Date") the Borrowers  filed
voluntary  petitions for relief under the  Bankruptcy  Code with the  Bankruptcy
Court  and are  continuing  in  possession  of their  respective  assets  and in
management of their  respective  business  pursuant to sections 1107 and 1108 of
the Bankruptcy Code; and

     WHEREAS, the Borrowers have requested that the Lenders make funds available
for the purposes set forth in this Agreement,  and the Lenders are willing to do
so pursuant to section 364(c) of the Bankruptcy  Code,  subject to the terms and
conditions of the Agreement;

     NOW, THEREFORE,  in consideration of the premises and the mutual agreements
contained herein, the parties hereto hereby agree as follows:

ARTICLE I.
                                   Definitions

     In addition to terms  defined  elsewhere in this  Agreement,  the following
definitions shall apply for purposes of this Agreement:

     "Applicable  Laws" shall have the meaning  ascribed to it in Section 5.1(e)
hereof.

     "Bankruptcy  Code" means Title 11, U.S. Code (11 U.S.C. ss. 101 et seq), as
amended from time to time, and any successor statute.

     "Bankruptcy  Court" or "Court" means the United States Bankruptcy Court for
the Eastern District of Wisconsin.

     "Bankruptcy  Rules" means the Federal  Rules of  Bankruptcy  Procedure,  as
amended,  promulgated  under  28  U.S.C.  ss.  2075 and the  local  rules of the
Bankruptcy Court, as applicable from time to time to the Case.

     "Business  Day"  means a day other  than a  Saturday,  a Sunday or a day on
which banking  institutions in the City of Dallas,  Texas are authorized by law,
regulation  or executive  order to remain  closed.  If a payment date called for
herein or in the Notes is not a Business  Day,  payment  may be made on the next
succeeding day that is a Business Day.

     "Case" means the  collective  Chapter 11 cases of the Borrowers  pending as
Jointly Administered ---- Case No. ___________ in the Bankruptcy Court.

     "Closing" and "Closing Date" shall have the meaning  ascribed to such terms
in Section 2.2 hereof.

     "Collateral"  means the  property  and assets  described  on  Schedule  7.1
attached hereto and incorporated herein by reference.

     "Commitment"  means,  with  respect  to each  Lender,  the amount set forth
opposite such Lender's name in Annex I, as the same may be adjusted  pursuant to
Section 2.1 hereof or as a result of assignments to or from such Lender pursuant
to Section 8.8 hereof.

     "Commitment  Fee" means a  commitment  fee  payable  to each  Lender in the
amount of 2% of its Commitment as set forth opposite such Lender's name in Annex
I,  one-half  of which shall be payable on the  Closing  Date and the  remaining
one-half  of which  shall be  payable  on the  earlier of (i) 150 days after the
Closing Date and (ii) the closing date of the Sale of EWP.

     "Congress"  means  Congress  Financial  Corporation  (Central),  a Delaware
corporation.

     "Congress  Facility" means (i) that certain Amended and Restated  Revolving
Credit and Security Agreement dated as of December 29, 1995, as amended, between
the Company and Congress,  as assumed by the  Borrowers  and further  amended by
Assumption  Agreement and Amendment to Financing Agreements dated as of February
__, 2004 between the Borrowers and Congress, (ii) the other Financing Agreements
(as defined in the agreements  listed in clause (i) of this definition and (iii)
the interim order entered in connection  with the  agreements  listed in clauses
(i) and (ii) of this definition.

     "Confirmation Order" means the order entered by the Court confirming a Plan
of Reorganization  for the Borrowers in the Case pursuant to section 1129 of the
Bankruptcy Code.

     "Contract"  means  any  contract,  agreement,   undertaking  or  commitment
(written or oral,  formal or informal,  firm or contingent) to which the Company
or any of its  Subsidiaries  is a party  or by  which  the  Company,  any of its
Subsidiaries, or any of their respective assets are bound, and which has current
operative or executory effect.

     "Credit Documents" means,  collectively,  this Agreement, the Notes and all
other  documents,  agreements,  instruments,  opinions and  certificates  now or
hereafter  executed  and  delivered  in  connection  herewith or  therewith,  as
modified, amended, extended, restated or supplemented from time to time.

     "Default" means any event that is or with the passage of time or the giving
of notice or both would be an Event of Default.

     "Default  Interest  Rate" shall have the meaning  ascribed to it in Section
3.1 hereof.

     "EWP" means  Engineered Wire Products,  Inc., a wholly-owned  subsidiary of
the Company.

     "EWP Sale Contract"  means a binding  contract  satisfactory to the Company
and approved by the Lenders,  such  approval  not to be  unreasonably  withheld,
providing for a Sale of EWP to a financially viable purchaser.

     "Expenses"  means all  reasonable  costs and  expenses of the Agent and the
Lenders  incurred in connection with the Credit  Documents and the  transactions
contemplated therein, including, without limitation, (i) the costs of conducting
record searches,  examining  collateral,  and receiving and  transferring  funds
(including charges for checks for which there are insufficient  funds), (ii) the
fees and expenses of legal counsel and paralegals  (including the allocated cost
of  internal  counsel  and  paralegals),   accountants,   appraisers  and  other
consultants,  experts or advisors  retained by the Agent or any of the  Lenders,
(iii) the costs of preparing and recording releases of Collateral,  and waivers,
amendments,  and terminations of any of the Credit Documents, (iv) the costs and
expenses  incurred in connection  with the Agent's or the Lenders' due diligence
and negotiation,  documentation and approval of, the Credit Documents (including
all pleadings filed with the Bankruptcy Court relating to the Credit Documents),
and (v) all costs and expenses of enforcing the Agent's and the Lenders'  rights
hereunder and  representing  the Agent and the Lenders in the Case on any matter
related to the Credit Documents.

     "Expiration Date" means (a) the earliest of (i) 180 days after the date the
Petition is filed with the Bankruptcy Court; (ii) the Plan Effective Date; (iii)
the  dismissal  of the Case;  (iv)  closing  of the Sale of EWP or (v)  Lenders'
election,  in their sole  discretion,  to  terminate  the  Commitments  upon the
occurrence  and during the  continuance of an Event of Default or (b) such later
date as may be  selected  by all of the  Lenders  in their sole  discretion  and
without further order of the Bankruptcy Court.

     "Final  Order"  means an order as  entered on the docket in the Case by the
Bankruptcy Court over the subject matter and the parties as to which the time to
appeal,  petition for  certiorari or seek rehearing has expired and no appeal or
petition for  certiorari  or rehearing  has been timely filed or requested or is
still pending,  or as to which any motion for rehearing,  appeal or petition for
certiorari  that has been filed has been  resolved by the highest court to which
the order was timely appealed, or from which certiorari or rehearing was sought.

     "Final Order Date" means the later of the dates on which (i) the  Permanent
Financing Order becomes a Final Order,  (ii) the Labor Costs Order is entered by
the  Bankruptcy  Court,  and (iii) a final  order with  respect to the  Congress
Facility  reflecting  substantially  the same  terms as the  interim  order with
respect to the Congress Facility becomes a Final Order.

     "First Day  Orders"  means the  orders,  in form and  substance  reasonably
satisfactory to the Lenders, made and signed by the Bankruptcy Court on the date
of the first day hearing and thereafter entered on the docket.

     "GAAP" means generally accepted  accounting  principles set forth from time
to time in the opinions and  pronouncements  of the Accounting  Principles Board
and the American  Institute of Certified  Public  Accountants and statements and
pronouncements  of the Financial  Accounting  Standards  Board (or agencies with
similar functions of comparable stature and authority within the U.S. accounting
profession),  which  are  applicable  to the  circumstances  as of the  date  of
determination.

     "Governmental   Authority"   means  the   United   States,   any  state  or
municipality,  the government of any foreign country,  any subdivision of any of
the foregoing, or any authority, department,  commission, board, bureau, agency,
court, or instrumentality of any of the foregoing.

     "Holder" means a Lender and any subsequent holder of a Note.

     "Indebtedness"  means, with respect to any Person, any indebtedness of such
Person, whether or not contingent,  in respect of borrowed money or evidenced by
bonds,  notes,  debentures  or  similar  instruments  or  letters  of credit (or
reimbursement  agreements  in  respect  thereof)  or  banker's  acceptances,  or
representing  obligations  in  respect  of a lease  that  would at such  time be
required to be  capitalized  on a balance sheet in  accordance  with GAAP or the
balance  deferred and unpaid of the purchase  price of any property  (other than
contingent  or  "earnout"  payment  obligations),  except any such  balance that
constitutes an accrued expense or trade payable, if and to the extent any of the
foregoing  indebtedness  (other  than  letters  of  credit)  would  appear  as a
liability upon a balance sheet of such Person  prepared in accordance with GAAP,
as well as all  indebtedness  of others  secured  by a Lien on any asset of such
Person (whether or not such  indebtedness is assumed by such Person) and, to the
extent not otherwise  included,  the guarantee,  whether or not conditional,  by
such Person of any indebtedness of any other Person.

     "Interest  Rate"  shall have the  meaning  ascribed  to it in  Section  3.1
hereof.

     "Interim  Financing  Order"  means an order,  substantially  in the form of
Exhibit A hereto,  made and  signed by the  Bankruptcy  Court on the date of the
first day hearing (and thereafter entered on the docket) pending a final hearing
pursuant to Rule  4001(c) of the  Bankruptcy  Rules,  approving  the  execution,
delivery  and  performance  of the Credit  Documents  by the  Borrowers  and the
incurrence by the Borrowers of the Obligations.

     "ISWA" means the Independent Steel Workers Alliance.

     "Labor  Costs  Order"  means an  order,  in form and  substance  reasonably
satisfactory to the Lenders,  entered by the Bankruptcy Court approving  interim
relief  under  sections   1113(e)/1114(h)   of  the  Bankruptcy  Code  and/or  a
modification to the existing Collective Bargaining Agreement between the Company
and the ISWA expiring May 2006,  resulting in an aggregate reduction of expenses
of the Borrowers of at least $1,100,000 per month.

     "Lien"  means,  with  respect to any asset,  any  mortgage,  lien,  pledge,
charge,  security  interest or encumbrance of any kind in respect of such asset,
whether or not filed,  recorded or  otherwise  perfected  under  applicable  law
(including any conditional sale or other title retention agreement, any lease in
the nature  thereof,  any option or other  agreement  to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction).

     "Loan," "Loans" and "Loan Amounts" shall have the meaning  ascribed to such
terms in Section 2.1 hereof.

     "Material  Adverse Effect" means a material adverse effect on the business,
prospects,  operations,  results of operations, assets, liabilities or condition
(financial  or  otherwise)  of  the  Company  and  its  Subsidiaries  or on  the
Borrowers'  ability  to  perform  their  obligations  under  any of  the  Credit
Documents,  it being understood that neither the fact of the filing of the Case,
nor the limitations imposed by any provision of the Bankruptcy Code, constitutes
a "Material Adverse Effect" as hereinbefore defined.

     "Note" and "Notes" shall have the meaning ascribed to such terms in Section
2.1 hereof.

     "Obligations" means the unpaid principal and interest hereunder  (including
interest  accruing  on or after the  maturity of the  Loans),  Commitment  Fees,
Expenses and all other obligations and liabilities of the Borrowers to the Agent
or to the Lenders under this Agreement, the Notes, or any other Credit Document.

     "Permanent   Financing  Order"  means  an  order,  in  form  and  substance
reasonably satisfactory to the Lenders, entered by the Bankruptcy Court upon the
completion of a final hearing pursuant to Rule 4001(c) of the Bankruptcy  Rules,
approving the execution, delivery and performance of the Credit Documents by the
Borrowers and the incurrence by the Borrowers of the Obligations.

     "Petition"  means  the  collective   petitions  of  the  Borrowers  to  the
Bankruptcy Court to commence the Case.

     "Plan Effective Date" means the date the Confirmation Order becomes a Final
Order,  or  such  other  date  thereafter  as may be  specified  in the  Plan of
Reorganization.

     "Plan of  Reorganization"  means a plan of  reorganization  adopted  by the
Borrowers in connection with the Case and approved by the Bankruptcy Court.

     "Person" means any individual, corporation, general or limited partnership,
limited liability  company,  joint venture,  association,  joint-stock  company,
trust,  unincorporated  organization,  government  or any  agency  or  political
subdivision thereof or any other entity.

     "Required  Holders" means Holders  holding not less than fifty-one  percent
(51%) of the  aggregate  principal  amount of the  Loans  then  outstanding  (or
fifty-one percent (51%) of the Commitments if no Loans are then outstanding).

     "Sale  of EWP"  means a sale of all or  substantially  all of the  stock or
substantially  all of the assets of EWP in accordance  with the terms of the EWP
Sale Contract.

     "Subsidiary" means any corporation, general or limited partnership, limited
liability  company,  association or other business entity of which securities or
other  ownership  interests  representing  more than fifty  percent (50%) of the
ordinary  voting power are, at the time as of which any  determination  is being
made, owned or controlled by any of the Borrowers or one or more Subsidiaries of
the Borrowers.

     "SEC" means the Securities and Exchange Commission.

     "Transaction"  shall have the  meaning  ascribed  to it in Section  3.6 (q)
hereof.

     "1933 Act" means the Securities Act of 1933, as amended.

                                  ARTICLE II.
                     Loans; Notes; Closing and Closing Date

     2.1. Commitment; Revolving Loans; Notes; Tranches.

     (a) Subject to the terms and  conditions set forth in this  Agreement,  and
relying upon the  representations  and  warranties of the  Borrowers  herein set
forth,  each Lender severally  agrees,  from time to time during the period from
and including the Closing Date to but not including the Expiration Date, to make
a loan or loans to the  Borrowers  in  aggregate  principal  amount  at any time
outstanding  not to exceed the Commitment of such Lender in accordance  with the
tranches set forth in subsection (b) of this Section 2.1. The Commitment of each
Lender is revolving in nature, and the Borrowers may borrow,  repay and reborrow
an aggregate  principal  amount up to the applicable  Commitment at any time and
from  time  to time  without  premium  or  penalty,  subject  to the  terms  and
conditions of this Agreement.  The amounts borrowed by the Borrowers pursuant to
each Commitment  (each such borrowing a "Loan" and,  collectively,  the "Loans",
and the aggregate  amount of all such Loans  outstanding  from time to time, the
"Loan  Amount") shall be evidenced by notes of like tenor except as to principal
amount  in  the  form  of  Exhibit  B  hereto  ---------  (each  a  "Note"  and,
collectively,  the "Notes"),  the terms and conditions of which are incorporated
in and made a part of this Agreement.  Each Note shall be dated the Closing Date
and be made payable to the order of the respective  Lender for the principal sum
of each such Lender's Commitment.

     (b) The  Commitment  of each Lender shall be available  for making Loans in
tranches as follows:

          (i) During the period  commencing on the Closing Date, and ending upon
     the earlier of (x) the Final Order Date, and (y) the  Expiration  Date, the
     Borrowers may submit  Notices of Borrowing such that after giving effect to
     the same the aggregate Loan Amount would not exceed $4,000,000.

          (ii) During the period (if any) commencing on the Final Order Date and
     ending  upon the  Expiration  Date,  the  Borrowers  may submit  Notices of
     Borrowing  such that after giving effect to the same,  the  aggregate  Loan
     Amount would not exceed $5,000,000.

          (iii) Upon  closing of the Sale of EWP,  all net proceeds of such sale
     shall be applied to reduce the Obligations,  pro rata as to the outstanding
     principal  balance of each Lender's Note, and the Commitment of each Lender
     to make Loans shall terminate.

     2.2.  Closing;  Closing Date. The closing  hereunder (the "Closing")  shall
occur at 10:00 a.m.  at the  offices of the Agent on the date on which the terms
and  conditions to the Lenders'  obligations  as set forth in Section 4.1 hereof
are satisfied,  or such other time and place as the parties may agree in writing
(the "Closing Date").

     2.3.  Notice of Borrowing.  In the event that the Borrowers  shall elect to
borrow from the Lenders pursuant  hereto,  the Company shall give written notice
thereof  to each  Lender not later  than  three (3)  Business  Days prior to the
proposed  date of such Loans,  provided  that such notice  shall not be required
with respect to Loans to be made on the Closing Date.  Each such notice shall be
by  facsimile  transmission,  promptly  confirmed by letter,  and shall  specify
therein:  (i) the date of such  proposed  Loans,  which shall be a Business Day;
(ii) the  aggregate  amount of such  proposed  Loans,  which  Loans  shall be in
increments  of $100,000;  (iii) each  Lender's pro rata portion of the aggregate
amount of such proposed Loans (i.e., such Lender's  respective Loan) (determined
on the basis of the ratio of such Lender's Commitment to the aggregate amount of
all Commitments), which when aggregated together with the amount of all Loans of
such Lender then  outstanding  shall not exceed the  Commitment  of such Lender;
(iv) the bank  account or accounts to which the proceeds of such Loans should be
paid by the Lenders;  and (v) a general  description  of the intended use of the
proceeds of such  Loans.  Upon such notice  properly  given,  and subject to the
determination  by the Required  Holders that the  Borrowers  have  satisfied the
terms and  conditions  to the Lenders'  obligations  as set forth in Section 4.2
hereof, including,  without limitation,  compliance satisfactory to the Required
Holders in their  sole  discretion  with the terms of Section  6.2(a) for use of
proceeds, and the Lenders shall each fund their respective Loans at the time and
to the account(s) specified in the Company's notice.

                                  ARTICLE III.
                             Terms of Loans and Note

     3.1. Interest Rate; Payment; Usury.

     (a)  Provided that no Event of Default has occurred and is  continuing  and
          subject to the other  provisions  of this  Agreement,  the Loan Amount
          shall bear  interest at a rate per annum equal to three  percent  (3%)
          plus the rate from time to time  published in the Wall Street  Journal
          as the prime rate, whether or not such announced rate is the best rate
          available at any bank or other  financial  institution  (the "Interest
          Rate"). During any period that an Event of Default shall have occurred
          and be continuing,  interest on the Loan Amount shall accrue at a rate
          equal  to the  Interest  Rate  plus two  percent  (2%)  (the  "Default
          Interest  Rate").  Notwithstanding  anything  contained  herein to the
          contrary, in no event shall the interest rate on the Loans,  including
          the Default  Interest  Rate,  exceed the  highest  rate  permitted  by
          applicable  law.  Interest  on the Loans,  including  interest  at the
          Default  Interest Rate, shall be based on a 360-day year, and interest
          shall  accrue and be payable for the actual  number of  calendar  days
          elapsed.  Interest shall be payable in arrears  commencing on the 31st
          day of March,  2004 and continuing  thereafter on the last day of each
          subsequent  month until the Loan Amount and all accrued  interest have
          been paid in full.

     (b)  It is the  intention  of the  Borrowers  and the  Lenders  to  conform
          strictly to applicable  usury laws now or hereafter in force,  and any
          interest payable under this Agreement or the Notes shall be subject to
          reduction to an amount not to exceed the maximum  non-usurious  amount
          for commercial  loans allowed under such applicable  usury laws as now
          or hereafter  construed by the courts  having  jurisdiction  over such
          matters.  In the event such interest (whether  designated as interest,
          service charges,  points,  origination fees, or otherwise) does exceed
          the maximum legal rate, it shall be (i) canceled  automatically to the
          extent that such  interest  exceeds the  maximum  legal rate;  (ii) if
          already paid,  at the option of each Holder,  either be rebated to the
          Borrowers or credited on the principal  amount of the Loans  evidenced
          by the Note  held by such  Holder;  or (iii) if the  Loans  have  been
          prepaid in full,  then such excess shall be rebated to the  Borrowers.
          It is further agreed,  without  limitation of the foregoing,  that all
          calculations  of the rate of  interest  contracted  for,  charged,  or
          received  under  this  Agreement  and the Notes  that are made for the
          purpose of  determining  whether such rate  exceeds the maximum  legal
          rate,  shall be made, to the extent  permitted by  applicable  law, by
          amortizing,  prorating,  allocating, and spreading throughout the full
          stated term of the Loans (and any  extensions of the term thereof that
          may be  hereafter  granted) all such  interest at any time  contracted
          for,  charged,  or received  from the  Borrowers  or  otherwise by the
          Holders so that the rate of  interest  on account of the Loans,  as so
          calculated,  is uniform throughout the term thereof.  If the Borrowers
          are exempt or hereafter  become exempt from applicable  usury statutes
          or for any other  reason  the rate of  interest  to be  charged on the
          Loans is not limited by law, none of the  provisions of this paragraph
          shall be  construed  so as to limit or reduce  the  interest  or other
          consideration  payable under this  Agreement or the Notes or under any
          instrument securing payment thereof.  The terms and provisions of this
          paragraph  shall  control and supersede  every other  provision of all
          agreements between the parties hereto.

     3.2. Joint and Several  Obligations.  Borrowers  acknowledge and agree that
the Obligations are joint and several obligations of each of the Borrowers,  and
may be  allocated  by the  Borrowers  between the  Borrowers  in any fashion the
Borrowers  deem to be  appropriate,  but no Borrower  shall have any right to be
subrogated  for Lenders by virtue of making any such payment,  and each Borrower
unconditionally  guarantees the repayment to Lenders of the  Obligations of each
of the other Borrowers, and such guarantee shall be secured by the Collateral.

     3.3.  Maturity.  Unless  the same shall  become due  earlier as a result of
acceleration of the maturity,  the Loans shall mature on the Expiration Date, at
which time all outstanding obligations shall become due and payable.

     3.4.  Prepayments.  The  Borrowers  may  from  time to time and at any time
prepay the  Loans,  in whole or in part and  without  premium  or  penalty.  Any
partial  prepayment  shall be applied  first to  interest  which is accrued  and
unpaid and then to principal.

     3.5. Manner of Payment. The Borrowers shall make payments in respect of the
Loans  (including  principal  and  interest)  by wire  transfer  of  immediately
available funds to the accounts  specified by the Holders.  Notwithstanding  any
other provision in this Agreement or the Notes, the Borrowers covenant and agree
and the Lenders among  themselves  agree that all payments made by the Borrowers
of interest and principal,  including any prepayments,  shall be made to and for
the benefit of the  Holders  pro rata  according  to the  outstanding  principal
balance of their respective Notes.

     3.6.  Events of Default.  Each of the  following  constitutes  an "Event of
Default":

     (a)  default for five (5) days in the  payment  when due of interest on any
          of the Notes or of the remaining Commitment Fees;

     (b)  default in payment when due of the principal on any of the Notes;

     (c)  failure of the  Borrowers to make  payments to the Holders of interest
          or  principal  due on the Notes or of any  prepayments  other than pro
          rata  according  to  the  outstanding   principal   balance  of  their
          respective Notes;

     (d)  the  occurrence and  continuation  of an "Event of Default" under that
          certain  Business Loan Agreement and those certain  Promissory  Notes,
          each dated as of January 5, 2004, between EWP and BankOne, as amended,
          extended,  modified,  or  renewed  from  time  to time  or  under  any
          agreement  evidencing the refinancing of indebtedness  thereunder (the
          "EWP Credit Facility");

     (e)  (i) the occurrence and continuation of an "Event of Default" under the
          Congress Facility or any substitute or replacement  financing facility
          therefor which is approved by the Lenders in their sole  discretion (a
          "Substitute  Financing");  or (ii)  the  termination  of the  Congress
          Facility unless a Substitute Financing then becomes effective, or if a
          Substitute Financing is then in effect,  termination of the Substitute
          Financing;  or (iii) the  amendment  or  modification  of the Congress
          Facility or the Substitute Financing, as applicable,  without Lenders'
          prior written  consent;  or (iv) the imposition by Congress within the
          150-day   period  after  the   Petition   Date  of  reserve  or  other
          requirements  which have the effect of further  reducing the borrowing
          base under the Congress Facility by more than $250,000;

     (f)  failure  by the  Borrowers  to  comply  with any of the  covenants  or
          agreements in this Agreement or the Notes;

     (g)  any of the representations or warranties of the Borrowers set forth in
          this Agreement or incorporated herein by reference or set forth in any
          statement or schedule  delivered pursuant to this Agreement was untrue
          or incorrect  in any  material  respect as of the date of execution of
          this  Agreement  or as of the  Closing  Date  or the  date  subsequent
          thereto of the making of any  additional  Loan,  in either  case as if
          made on such date;

     (h)  any covenant, agreement or obligation of the Borrowers contained in or
          evidenced  by  any  of  the  Credit   Documents   shall  cease  to  be
          enforceable,  or  shall  be  determined  to be  unenforceable,  in any
          material respect; any Borrower shall deny or disaffirm its obligations
          under any of the Credit  Documents or any liens or security  interests
          granted in connection  therewith;  or any liens or security  interests
          granted  in any of the  Collateral  shall  be  determined  to be void,
          voidable,  invalid or unperfected,  are  subordinated or not given the
          priority contemplated by this Agreement.

     (i)  the   Bankruptcy   Court,   or  any  other   court  with   appropriate
          jurisdiction, shall enter an order amending,  supplementing,  staying,
          vacating,  or reversing,  or shall otherwise  modify,  (i) the Interim
          Financing Order or the Permanent Financing Order, as applicable,  (ii)
          the Labor Costs Order or any collective  bargaining  agreement subject
          thereto,  or (iii) the interim or final  order,  as  applicable,  with
          respect to the  Congress  Facility,  in each case without the Lenders'
          prior written consent.

     (j)  (i) the  Bankruptcy  Court shall enter an order  dismissing  the Case,
          converting the Case to a case under chapter 7 of the Bankruptcy  Code,
          or appointing a trustee in the Case; or (ii) an  application  shall be
          filed (x) by any Person other than the Borrowers, which application is
          not dismissed  within thirty (30) days, or (y) by the  Borrowers,  for
          (aa) the  appointment  of a trustee or (bb) the  approval of, or there
          shall arise,  any Lien (other than those of the Lenders  hereunder and
          under the Interim  Financing Order, the Permanent  Financing Order and
          the interim and final orders  approving the Congress  Facility) in the
          Case having a priority  (whether  under section 364 of the  Bankruptcy
          Code or  otherwise)  superior to, pari passu with or junior to that of
          the Agent and the  Lenders on the  Collateral,  or any  administrative
          expense claim having a priority senior to the  administrative  expense
          claim granted to the Agent and the Lenders under the Interim Financing
          Order and the Permanent Financing Order; or (iii) the Bankruptcy Court
          shall  enter  an  order  granting   relief  from  the  automatic  stay
          applicable  under section 362 of the Bankruptcy Code to (x) the holder
          of any  lien or  security  interest  other  than  liens  and  security
          interests  in  favor  of  the  Lenders  in  any  assets  of any of the
          Borrowers, or (y) a party to an action, suit or proceeding (other than
          an action,  suit or  proceeding  the liability for which is covered by
          insurance)  arising prior to the Petition Date and claiming damages in
          excess of $250,000 against any of the Borrowers; or (iv) the Borrowers
          shall pay, or apply to the Bankruptcy  Court for authority to pay, any
          claim   arising  prior  to  the  Petition  Date  except  as  expressly
          contemplated  by this  Agreement  or the First Day Orders or otherwise
          approved in writing by the Agent.

     (k)  any unpaid judgment or order as to a liability or debt for the payment
          of money in excess of $250,000 arising after the Petition Date (to the
          extent not covered by insurance)  shall be rendered against any of the
          Borrowers  and  either  (i)  enforcement  proceedings  shall have been
          commenced  and shall be  continuing by any creditor upon such judgment
          or order or (ii)  there  shall be any  period of 30  consecutive  days
          during  which a stay of  enforcement  of such  judgment  or order,  by
          reason of a pending appeal or otherwise, shall not be in effect.

     (l)  (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 Lenders  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
          Lenders' liens and security interests on any Collateral, or seeking to
          impose,  surcharge  or assess  against  Lenders,  their  claims or the
          Collateral any material 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;

     (m)  any failure by Borrowers  to timely  comply with any term or provision
          of the Interim Financing Order or the Permanent Financing Order;

     (n)  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 (other
          than the Congress  Facility) unless such subsequent  facility and such
          court  order  expressly  provide for the payment in full to Lenders of
          all Obligations prior to any initial  borrowings under such subsequent
          facility or unless Lenders have consented to such subsequent facility;

     (o)  an  application  shall be  filed  with the  Bankruptcy  Court  seeking
          substantive  consolidation of EWP with the Company or any action shall
          have been  taken to grant or obtain a Lien on the  assets of EWP other
          than Liens securing the EWP Credit  Facility and Liens permitted under
          the EWP Credit Facility;

     (p)  any non-monetary  judgment or order with respect to an event occurring
          or arising  after the  Petition  Date shall be  rendered  against  the
          Borrowers  which  does  or  could  reasonably  be  expected  to have a
          Material  Adverse  Effect,  and  there  shall  be  any  period  of  10
          consecutive  days during which a stay of  enforcement of such judgment
          or order, by reason of a pending appeal or otherwise,  shall not be in
          effect;

     (q)  (i) a  strike  by  the  ISWA  or any  other  official  or  unofficial,
          organized or  unorganized,  work stoppage or slow down,  including but
          not  limited  to a mass  sick-out  or a  refusal  to work full days or
          overtime, by more than 10% of the employees of any Borrower; or (ii) a
          vote by the ISWA general  voting  membership  to authorize  any of the
          foregoing;  or (iii) a vote by the ISWA general  voting  membership to
          authorize any group other than the ISWA general  voting  membership to
          authorize any of the foregoing; or

     (r)  any of the  following  events shall not have occurred by the number of
          days after the Closing Date specified opposite such event:

<TABLE>
<CAPTION>
         -------------------------------------------------- ------------------------------------------------

               Number of Days after the Closing Date                             Event
         -------------------------------------------------- ------------------------------------------------

                             <S>                            <C>
                              18 days                       Entry   of   a   Permanent    Financing   Order
                                                            satisfactory  to  the  Lenders  in  their  sole
                                                            discretion
         -------------------------------------------------- ------------------------------------------------

                             150 days                       Closing of the Sale of EWP
         -------------------------------------------------- ------------------------------------------------

                              15 days                       Entry of a Labor Costs Order
         -------------------------------------------------- ------------------------------------------------
</TABLE>


3.7.     Acceleration.

     (a)  Declaration  of  Acceleration.  If any Event of Default  occurs and is
          continuing,  the Agent shall, at the direction of the Required Holders
          (given in the sole  discretion of such Holders) and upon notice to the
          Company  (who shall  notify the other  Borrowers)  (i)  terminate  the
          Commitments or (ii) declare the outstanding  principal of, and accrued
          and unpaid  interest on, the Notes and all other  amounts  owing under
          this  Agreement and the Notes to be  immediately  due and payable,  or
          either one or both of the foregoing,  whereupon the Commitments  shall
          terminate  forthwith and all such amounts shall become immediately due
          and payable, as the case may be; provided,  however,  that in the case
          of an Event of Default arising from any event described in clauses (i)
          or (j) of Section 3.6 hereof, the Loans and the Notes shall ipso facto
          become due and payable without further action or notice on the part of
          the Agent or any Holder.

     (b)  Relief From Stay.  Upon the occurrence and during the  continuation of
          an Event of Default,  the Agent and the  Lenders  shall be relieved of
          any stay,  including  under section 362 of the  Bankruptcy  Code.  The
          Agent and the Lenders  shall be  permitted  to exercise any rights and
          remedies  available  to  them,  including  but not  limited  to  those
          described  herein,  without the necessity of giving notice (except for
          three  Business  Days' prior notice to the Company and except for such
          notice as is required by the Interim  Financing Order or the Permanent
          Financing  Order, as applicable) to the Bankruptcy  Court or creditors
          or other parties in interest,  or obtaining any further order from the
          Bankruptcy  Court,  and  free  of any  restrictions  contained  in the
          Bankruptcy Code.

     (c)  Rescission.  At any time  after a  declaration  of  acceleration  with
          respect  to the  Notes,  the  Agent  shall,  at the  direction  of the
          Required  Holders  (given  in the sole  discretion  of such  Holders),
          rescind  and cancel such  declaration  and its  consequences.  No such
          rescission  shall  affect any  subsequent  Default or impair any right
          with respect thereto.

     3.8. Other Remedies.  If an Event of Default occurs and is continuing,  the
Agent  shall,  at the  direction  of the  Required  Holders  (given  in the sole
discretion of such Holders),  pursue any available remedy to collect the payment
of principal and interest  (including  interest at the Default Interest Rate) on
the Notes or to enforce the  performance  of any provision of such Notes or this
Agreement.  Upon  the  occurrence  and  during  the  continuance  of an Event of
Default,  the Agent may  foreclose on the liens and security  interests  created
pursuant to the Credit Documents,  the Interim Financing Order and the Permanent
Financing Order by any available judicial  procedure,  or take possession of any
or all of the Collateral  without  judicial process and enter any premises where
any  Collateral  may be  located  for the  purpose  of taking  possession  of or
removing  the same.  Any  Lender  may bid,  including  credit  bid,  or become a
purchaser  at any  sale,  free  from any  right of  redemption,  which  right is
expressly  waived by the  Borrowers.  Subject to any notice  required  under the
Interim Financing Order or the Permanent  Financing Order, if notice of intended
disposition of Collateral is required by law, Borrowers agree that ten (10) days
notice shall  constitute  reasonable  notification.  The Borrowers will make the
Collateral  available to the Agent as the Agent may reasonably specify, and will
make  reasonably  available  to the Agent the  premises  and  facilities  of the
Borrowers  for the  purpose of the Agent's  taking  possession  of,  removing or
putting the  Collateral  in saleable  form.  A delay or omission by the Agent in
exercising  any  right or remedy  accruing  upon an Event of  Default  shall not
impair  the right or remedy or  constitute  a waiver of or  acquiescence  in the
Event of Default. All remedies are cumulative to the extent permitted by law.

     3.9.  Waiver Of Past Defaults.  The Agent, at the direction of the Required
Holders  (given in the sole  discretion of such Holders)  shall waive in writing
any  existing  Default  or Event of  Default  and its  consequences  under  this
Agreement.  Upon any such  waiver,  such Default  shall cease to exist,  and any
Event of Default arising  therefrom shall be deemed to have been cured for every
purpose of this Agreement;  but no such waiver shall extend to any subsequent or
other Default or impair any right consequent thereon.

     3.10. Priorities.  Any sums collected by a Holder hereunder or under a Note
held by it shall be  applied  first to all costs  and  expenses  of  collection,
including  reasonable  attorneys'  fees,  then to accrued  and  unpaid  interest
(including at the Default  Interest Rate to the extent  applicable)  and then to
principal due on such Holder's Note.

                                  ARTICLE IV.
                       Conditions to Lender's Obligations

     4.1. Conditions  at Closing  Date.  Each  Lender's  obligation  to make the
          initial Loan on the Closing Date shall be subject to the  satisfaction
          of the following  conditions on or before the Closing Date,  except to
          the extent waived by the Required Holders in writing:

          (a)  The Borrowers shall have reimbursed the Lenders for all Expenses,
               to the extent documented to the Borrowers as of the Closing;

          (b)  The  Borrowers  shall have paid to each Lender the portion of the
               Commitment Fee then due and payable;

          (c)  (i)  Certificates  evidencing all outstanding  stock of EWP shall
               have been  delivered,  together  with stock  powers  executed  in
               blank,  by or on  behalf  of the  Company  to and in favor of the
               Agent for the benefit of the Holders;

          (d)  Each of the  representations  and warranties of the Borrowers set
               forth in this  Agreement or  incorporated  herein by reference or
               set forth in any statement or schedule delivered pursuant to this
               Agreement are true and correct in all material respects as of the
               date of execution of this Agreement and as of the Closing Date as
               if made on such date;

          (e)  The  Borrowers  shall not be in  default  with  respect to any of
               their  covenants and  agreements  set forth in Article VI of this
               Agreement or set forth elsewhere in this Agreement;

          (f)  No  Default  or Event  of  Default  shall  have  occurred  and be
               continuing;

          (g)  The Interim  Financing  Order and the First Day Orders shall have
               been entered;

          (h)  All conditions to the initial  post-Petition  borrowing under the
               Congress Facility shall have been satisfied;

          (i)  That certain Amended and Restated EWP Bridge Loan Agreement dated
               as of November 21, 2001, as amended,  between the Company and the
               Lenders   shall  have  been  amended  to  reduce  the   aggregate
               Commitment of the Lenders thereunder to $250,000; and

          (j)  The Company  shall have  delivered to the Lenders a  certificate,
               executed by an officer of the Company  acceptable to the Required
               Holders  and  dated as of the  Closing  Date,  certifying  to the
               Borrowers' fulfillment of the conditions specified in subsections
               (a) through (i) of this Section 4.1, and expressly detailing, and
               certifying the compliance  with Section 6.2(a) hereof with regard
               to, the intended use of the proceeds of such Loan.

     4.2. Conditions at Subsequent Date. Each Lender's obligation to make a Loan
          on any date  subsequent  to the  Closing  Date shall be subject to the
          satisfaction  of the  following  conditions  on or before the proposed
          date of such Loan, except to the extent waived by the Required Holders
          in writing:

          (a)  The Borrowers shall have reimbursed the Lenders for all Expenses,
               to the extent  documented  to the  Borrowers as of the closing of
               such Loan;

          (b)  The  Borrowers  shall have paid to each Lender any portion of the
               Commitment Fee then due and payable;

          (c)  Each of the  representations  and warranties of the Borrowers set
               forth in this  Agreement or  incorporated  herein by reference or
               set forth in any statement or schedule delivered pursuant to this
               Agreement are true and correct in all material respects as of the
               date of the closing of such Loan as if made on such date;

          (d)  The  Borrowers  shall not be in  default  with  respect to any of
               their  covenants and  agreements  set forth in Article VI of this
               Agreement or set forth elsewhere in this Agreement;

          (e)  No  Default  or Event  of  Default  shall  have  occurred  and be
               continuing; and

          (f)  The Company  shall have  delivered to the Lenders a  certificate,
               executed by an officer of the Company, acceptable to the Required
               Holders  and dated as of the date of the  closing  of such  Loan,
               certifying  to  the  Borrowers'  fulfillment  of  the  conditions
               specified in subsections (a) through (e) of this Section 4.2, and
               expressly  detailing,  and certifying the compliance with Section
               6.2(a) hereof with regard to, the intended use of the proceeds of
               such Loan.

     4.3. Waiver; Termination. The Required Holders may in their sole discretion
          waive in writing any of the  conditions  set forth in Sections  4.1 or
          4.2 hereof.

                                   ARTICLE V.
                         Representations and Warranties

     5.1. Representations  and Warranties of the  Borrowers.  In order to induce
          the Lenders to enter into this Agreement,  the Borrowers represent and
          warrant to the Lenders on the date hereof and on and as of the date of
          each Loan,  as if made on and as of such date,  which  representations
          and  warranties  shall  survive  such date and be  independent  of any
          investigation  or lack of investigation of the Borrowers made by or on
          behalf of the Agent or the Lenders, as follows:

          (a)  Organization  and  Standing.   Each  of  the  Borrowers  is  duly
               incorporated and validly existing under the laws of the State set
               forth by its name on the  first  page  hereof,  and,  subject  to
               obtaining  any  necessary  Bankruptcy  Court  approval,  has  all
               requisite  corporate  power  and  authority  to own or lease  its
               properties  and assets and to conduct its business as it has been
               and  is  proposed  to be  conducted.  Each  of the  Borrowers  is
               qualified   to  do  business   and  in  good   standing  in  each
               jurisdiction  in which the  failure  to so  qualify  could have a
               material adverse effect upon its assets, properties, liabilities,
               financial condition, results of operations or business.

          (b)  Capacity of the  Borrowers;  Consents;  Execution of  Agreements.
               Subject to obtaining any  necessary  Bankruptcy  Court  approval,
               each  of  the  Borrowers  has  the  requisite   corporate  power,
               authority,  and capacity to enter into this Agreement,  the Notes
               and the other Credit  Documents  and to perform the  transactions
               and  obligations to be performed by it hereunder and  thereunder.
               Except for any necessary  Bankruptcy Court approval and except as
               described on Schedule 5.1(b) hereto,  no consent,  authorization,
               approval, license, permit or order of, or filing with, any Person
               or  Governmental  Authority  is required in  connection  with the
               execution and delivery of this Agreement, the Notes and the other
               Credit  Documents or the  performance by each of the Borrowers of
               the  transactions and obligations to be performed by it hereunder
               and thereunder,  except as contemplated by said  agreements.  The
               failure  to obtain  any of the  consents  described  on  Schedule
               5.1(b) prior to the Closing Date will not have a material adverse
               effect  upon  any  Borrower's  assets,  properties,  liabilities,
               financial  condition,  results of  operations  or  business.  The
               execution and delivery of this Agreement, the Notes and the other
               Credit  Documents by the  Borrowers,  and the  performance of the
               transactions and obligations  contemplated  hereby and thereby by
               the Borrowers,  have been duly authorized by all requisite action
               of the Borrowers.  This Agreement has been, and the Notes and the
               other Credit  Documents will be, duly executed and delivered by a
               duly authorized  officer of each of the Borrowers and, subject to
               obtaining any necessary  Bankruptcy Court approval,  constitutes,
               or when  executed  and  delivered  will  constitute,  a valid and
               legally binding  agreement of each of the Borrowers,  enforceable
               in accordance with its terms.

          (c)  Valid Issuance. The Notes to be issued hereunder,  when issued by
               the  Borrowers  to the  Lenders  pursuant  to the  terms  of this
               Agreement, will be duly authorized and validly issued.

          (d)  Conflicts;   Defaults.   The   execution  and  delivery  of  this
               Agreement,  the Notes,  and the other Credit Documents by each of
               the  Borrowers,  and the  performance by each of the Borrowers of
               the transactions and obligations  contemplated hereby and thereby
               to be  performed,  will  not:  (i)  violate,  conflict  with,  or
               constitute a default  under any of the terms or provisions of its
               certificate of incorporation or bylaws,  or any provisions of, or
               result in the acceleration of any obligation under, any Contract,
               note, debt instrument, security agreement, or other instrument to
               which the Company,  or any  Subsidiary is a party or by which the
               Company,  or any Subsidiary or any of their respective  assets is
               bound;  (ii) result in the creation or imposition of any Liens or
               claims upon the assets of the Company or any  Subsidiary or their
               issued and outstanding  capital stock, except with respect to the
               Collateral pledged hereunder; (iii) constitute a violation of any
               law, statute,  judgment,  decree, order, rule, or regulation of a
               Governmental   Authority   applicable  to  the  Company,  or  any
               Subsidiary;  or (iv)  constitute an event which,  after notice or
               lapse of time or both,  would result in any of the foregoing,  in
               each case,  which could reasonably be expected to have a Material
               Adverse  Effect on the  Company or such  Subsidiary.  Neither the
               Company nor any  Subsidiary  is  presently  in  violation  of any
               provision of its certificate of incorporation or bylaws.

          (e)  Compliance  with Laws.  Neither the Company nor any Subsidiary is
               in  violation  of,  nor  do any of  their  respective  operations
               violate in any respect,  any statute,  law, or  regulation of any
               Governmental Authority applicable to the Company or a Subsidiary,
               as the  case  may be,  any of  their  respective  assets,  or the
               conduct of their respective  businesses  ("Applicable Laws"), the
               violation  of which  reasonably  could be  anticipated  to have a
               Material Adverse Effect upon the Company or a Subsidiary.

          (f)  Litigation.  Neither the Company nor any Subsidiary is a party to
               any  material  legal  action,   suit,  claim,   investigation  or
               proceeding which is not adequately described in a periodic report
               heretofore filed by the Company with the SEC, and, to the best of
               the Company's knowledge and belief after due inquiry, there exist
               no facts or  circumstances  which reasonably could be anticipated
               to result in any such  action,  suit,  claim,  investigation,  or
               proceeding.

          (g)  Taxes.  The Company and each Subsidiary has prepared and duly and
               timely filed with each appropriate  Governmental  Authority,  all
               material  federal,  state,  municipal,   local  and  foreign  tax
               returns,  information  returns and other  reports  required to be
               filed on or before  the date of this  Agreement  or the making of
               any Loan and has paid all material  taxes  required to be paid by
               the Company or any Subsidiary prior to the date of this Agreement
               or the making of any Loan in respect  of the  periods  covered by
               such  returns  and  reports,  except  such  taxes  as  are  being
               contested in good faith.

          (h)  Environmental   Compliance.   Each   of  the   Company   and  its
               Subsidiaries are in compliance with all applicable federal, state
               and local laws and requirements  (including permit  requirements)
               relating  to the  protection  of  health  or the  environment  in
               connection  with the  ownership,  operation  and condition of its
               properties and business, except as described in a periodic report
               heretofore  filed by the Company with the SEC or where failure to
               comply would not have a Material Adverse Effect on the Company or
               any Subsidiary.

          (i)  Securities Laws. No consent, authorization,  approval, permit, or
               order of or filing with any Governmental Authority is required in
               order for the Borrowers to execute and deliver this  Agreement or
               the other Credit  Documents or to offer,  issue,  sell or deliver
               the Notes.  Based in part on the  representations  of the Lenders
               and under the circumstances contemplated hereby and under current
               laws and regulations,  the offer, issuance,  sale and delivery of
               the Notes to the Lenders are exempt from the prospectus  delivery
               and registration requirements of the 1933 Act.

          (j)  Disclosure.  The  Company  has  fully  responded  to all  written
               requests for information and has accurately answered, to the best
               of the  Company's  knowledge  and belief after due  inquiry,  all
               written  questions  from  the  Lenders   concerning  the  assets,
               properties,   liabilities,   financial   condition,   results  of
               operations,  business  and  prospects  of  the  Company  and  its
               Subsidiaries,  and has not knowingly  withheld any facts relating
               thereto which it reasonably  believed to be material with respect
               to the  assets,  properties,  liabilities,  financial  condition,
               results of  operations,  business or  prospects of the Company or
               any  Subsidiary.  No  information  in this  Agreement,  or in any
               Schedule or Exhibit  attached to this  Agreement  or delivered to
               the Lenders in connection herewith, contains any untrue statement
               of a  material  fact or when  considered  together  with all such
               information  delivered to the Lenders omits to state any material
               fact necessary in order to make the statements  made in the light
               of the circumstances  under which they were made, when taken as a
               whole,  not misleading.  The  disclosures  made in writing by the
               Borrowers in  connection  with this  Agreement do not contain any
               untrue  statement of a material  fact or omit to state a material
               fact   necessary  to  make  the   statements   made  therein  not
               misleading.  There  is no fact or  circumstance  relating  to the
               Company or any Subsidiary which materially and adversely  affects
               or in the future may, in the reasonable  business judgment of the
               Borrowers,  be expected  materially  and  adversely to affect the
               same  which  has not been  set  forth  in this  Agreement  or the
               Schedules hereto.

          (k)  Collateral.  None of the  Borrowers  owns any  property or assets
               other than the  Collateral  listed on Schedule  7.1.  Each of the
               Borrowers owns all Collateral listed by its name on Schedule 7.1,
               free  and  clear of any and all  Liens in favor of third  parties
               except as set forth on  Schedule  5.1(k).  Subject to approval of
               the  Bankruptcy  Court,  liens  and  security  interests  granted
               pursuant  to the  Credit  Documents,  as  and  when  such  Credit
               Documents are executed and delivered by the Borrowers, constitute
               valid and enforceable  perfected liens on and security  interests
               in the  Collateral  and, in the case of  Collateral  over which a
               lien or security  interest is  approved by the  Bankruptcy  Court
               pursuant to section 364(c) of the Bankruptcy  Code,  such lien or
               security interest has, except to the extent specified in Schedule
               5.1(k),  first priority and such Collateral is not subject to any
               other  Lien.  Subject to approval of the  Bankruptcy  Court,  the
               Obligations  constitute allowed  administrative expense claims in
               the Case  pursuant  to  section  503(b) of the  Bankruptcy  Code.
               Pursuant to the  Bankruptcy  Code, the  Obligations  shall at all
               times be secured by a  perfected  security  interest  in and lien
               upon all of the Collateral;  and the Obligations,  as well as the
               obligations under the Congress  Facility,  shall have priority in
               payment over any and all  administrative  expenses  incurred in a
               superseding  case under  chapter 7 of the  Bankruptcy  Code.  All
               filings,  notices,  recordings  and  other  action  necessary  to
               perfect the liens on and  security  interests  in the  Collateral
               created  pursuant to Article VII and the Interim  Financing Order
               or the Permanent Financing Order, as applicable,  have been made,
               given or accomplished.

          (l)  The Case; Orders.

          (i)  The Borrowers have:

     1.   provided to the Agent (which agrees to furnish to each of the Lenders)
          copies of all pleadings,  notices and all other documents filed in the
          Case as of the Closing Date;

     2.   no knowledge of any pending or  threatened  motions (a) to convert the
          Case to a case under Chapter 7 of the Bankruptcy  Code, (b) to appoint
          a trustee or examiner or (c) that could reasonably be expected to have
          a Material Adverse Effect on the Borrowers;

     3.   determined,  and hereby  represent  and  warrant  that,  any Loan made
          hereunder prior to entry of the Permanent Financing Order is necessary
          to avoid immediate and irreparable harm to the Borrowers; and

     4.   been  unable  to  obtain  unsecured  credit  allowable  under  section
          503(b)(1) of the Bankruptcy Code as an administrative expense.

          (ii) Upon the maturity  (whether by  acceleration or otherwise) of any
               of the  Obligations,  the Agent and the Lenders shall be entitled
               to immediate  payment in accordance  with this  Agreement and the
               Interim  Financing  Order or the Permanent  Financing  Order,  as
               applicable, of such Obligations without further application to or
               order by the Bankruptcy Court.

          (iii) The Interim  Financing  Order and the Permanent  Financing Order
               will  each  grant to the  Agent for the  benefit  of the  Lenders
               legal,  valid and binding liens on and security  interests in the
               Collateral,  subject  only to the  Liens  described  on  Schedule
               5.1(k)

     5.2. Representations and Warranties of the Lenders.  Each Lender (solely as
          to itself and not as to any other Lender)  represents  and warrants to
          the Borrowers that:

          (a)  Investment  Intent. The Note to be issued to such Lender is being
               acquired  for its own  account  and not with the view to,  or for
               resale in connection  with, any  distribution  or public offering
               thereof   within  the  meaning  of  the  1933  Act.  Such  Lender
               understands that such Note has not been registered under the 1933
               Act by reason of its  issuance in a  transaction  exempt from the
               registration and prospectus delivery requirements of the 1933 Act
               pursuant to Section 4(2)  thereof.  It further  understands  that
               such Note will bear the following  legend and agrees that it will
               hold such Note subject thereto:

               THIS NOTE HAS NOT BEEN REGISTERED  PURSUANT TO THE SECURITIES ACT
               OF 1933 OR ANY STATE  SECURITIES  LAW.  NEITHER THIS NOTE NOR ANY
               PORTION  HEREOF  OR  INTEREST  HEREIN  MAY  BE  SOLD,   ASSIGNED,
               TRANSFERRED,  PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS
               REGISTERED  UNDER SAID ACT AND ANY  APPLICABLE  STATE  SECURITIES
               LAW, OR UNLESS AN EXEMPTION FROM SUCH  REGISTRATION  IS AVAILABLE
               AND THE  BORROWERS  SHALL HAVE  RECEIVED,  AT THE  EXPENSE OF THE
               HOLDER HEREOF, EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY
               TO THE  BORROWERS  (WHICH MAY  INCLUDE,  AMONG OTHER  THINGS,  AN
               OPINION OF COUNSEL SATISFACTORY TO THE BORROWERS).

     (b)  Capacity of the Lender;  Execution of  Agreement.  Such Lender has all
          requisite power, authority, and capacity to enter into this Agreement,
          and to perform the  transactions and obligations to be performed by it
          hereunder.  This  Agreement  has been duly  authorized,  executed  and
          delivered  by  it  and  constitutes  its  valid  and  legally  binding
          obligation,  enforceable  in  accordance  with its  terms,  except  as
          enforcement   thereof  may  be  limited  by  bankruptcy,   insolvency,
          reorganization,  moratorium  or other  similar  laws,  both  state and
          federal, affecting the enforcement of creditors' rights or remedies in
          general  from time to time in  effect  and the  exercise  by courts of
          equity powers or their application of principles of public policy.

     (c)  Accredited  Investor.  Such  Lender  and,  if such Lender is a limited
          partnership or limited  liability  company,  each partner or member of
          such Lender, is an "accredited investor" as defined in Rule 501 (a) of
          Regulation D promulgated under the 1933 Act.

ARTICLE VI.
                            Covenants and Agreements

6.1. Affirmative Covenants.  So long as any Obligations remain outstanding under
     this  Agreement and the Notes,  each of the Borrowers  covenants and agrees
     that it will, and the Company  covenants and agrees that it will cause each
     Subsidiary to:

     (a)  Certain Information;  SEC Reports; Pleadings.  Furnish to the Agent in
          form and substance satisfactory to the Required Holders:

          (i)  within five (5) days after the Company learns of the commencement
               or overtly threatened commencement of any material claim or suit,
               legal or equitable,  or of any  administrative,  arbitration,  or
               other  similar  proceeding  against  the  Company  or  any of its
               Subsidiaries,  or any of their respective businesses,  assets, or
               properties which claim or proceeding,  if determined adversely to
               the  Company  or  such  Subsidiary,  would  be  likely  to have a
               Material  Adverse  Effect on the  Company  and its  Subsidiaries,
               taken as a whole, written notice of the nature and extent of such
               suit or proceeding;

          (ii) within five (5) days after the Company learns of any circumstance
               or event  which  reasonably  can be  expected  to have a Material
               Adverse Effect on the Company or any  Subsidiary,  written notice
               of the nature and extent of such circumstance or event;

          (iii) simultaneous  with the  transmission  thereof  to the  Company's
               shareholders,  copies of (or notice from an EDGAR  watch  service
               of) all financial statements,  proxy statements,  reports and any
               other general written  communications  which the Company sends to
               its  shareholders  and  copies  (or  notice  from an EDGAR  watch
               service  of) of all  registration  statements  and  all  regular,
               special or periodic  reports  which it files with the SEC or with
               any  securities  exchange on which any of its securities are then
               listed,  and copies of all press  releases  and other  statements
               made available  generally by the Company to the public concerning
               material developments in the Company's businesses;

          (iv) promptly after the same is available,  (i) copies of all material
               pleadings, motions, applications, judicial information, financial
               information  and other documents (x) filed by or on behalf of the
               Borrowers  with  the   Bankruptcy   Court  in  the  Case  or  (y)
               distributed  by or on behalf  of the  Borrowers  to any  official
               committee   appointed  in  the  Case,  and  (ii)  copies  of  all
               pleadings,  motions  and  applications  filed  by  third  parties
               relating  to the  Obligations  or any lien or  security  interest
               securing same, or the preference or priority thereof;

          (v)  at the same time  required to be provided to Congress,  copies of
               each report  required  to be  provided  to  Congress  pursuant to
               Section 7.1 of the Congress Facility; and

          (vi) within ten (10) days after a Holder  makes a  reasonable  request
               therefor,  such other data relating to the business,  affairs and
               financial condition of the Company or any of its Subsidiaries.

     (b)  Taxes.   Pay  and   discharge  all   post-Petition   taxes  and  other
          governmental charges before the same shall become overdue,  unless and
          to the extent only that such payment is being contested in good faith.

     (c)  Insurance.  Maintain  insurance  coverage on its  physical  assets and
          against other  business risks in such amounts and of such types as are
          customarily  carried by companies  similar in size and nature,  and in
          the event of acquisition of additional property,  real or personal, or
          of  incurrence  of  additional  risks  of any  nature,  increase  such
          insurance  coverage  in such  manner  and to such  extent  as  prudent
          business judgment and present practice would dictate.

     (d)  Examination  of  Books.  Permit  the  Agent,  through  its  authorized
          attorneys,  accountants  and  representatives,  to examine each of the
          Borrowers' books, accounts,  records, ledgers and assets of every kind
          and  description at all reasonable  times upon oral or written request
          of such Lender,  at the Borrowers' cost and expense  (provided that so
          long as the Borrowers shall not be in default,  the Borrowers shall be
          obligated to pay for no more than one (1) such examination per year).

     (e)  Notification of Events of Default,  Acceleration  or Material  Adverse
          Effect.  Promptly  notify the Agent of any  condition  or event  which
          constitutes,  or with the  passage of time and/or the giving of notice
          would  constitute,  an Event of  Default  under this  Agreement  or of
          payment defaults aggregating more than $100,000 on any Indebtedness of
          the  Company  and  its  Subsidiaries  or of  any  acceleration  of the
          maturity  of any  Indebtedness  of the  Company  and its  Subsidiaries
          aggregating more than $100,000, and promptly inform each Lender of the
          existence  or  occurrence  of  any  condition  or  event  (other  than
          conditions  having an effect on the  economy in  general)  which could
          reasonably be anticipated  to have a Material  Adverse Effect upon the
          Borrowers.

     (f)  Maintenance  of  Licenses.  Maintain  in good  standing  all  licenses
          required  by any  Governmental  Authority  that  may be  necessary  or
          required  for the  Company  and its  Subsidiaries  to  carry  on their
          respective  businesses,  where the failure to maintain  such  licenses
          would  have  a  Material   Adverse  Effect  on  the  Company  and  its
          Subsidiaries taken as a whole.

     (g)  ERISA Compliance. Comply with all material requirements imposed by the
          Employee Retirement Income Security Act of 1974 as presently in effect
          or hereafter  promulgated,  including  but not limited to, the minimum
          funding  requirements  of any defined  contribution  employee  benefit
          plan.

     (h)  Compliance  with  Law.  Comply  in  all  material  respects  with  all
          applicable  laws,  rules,  regulations and orders of any  Governmental
          Authority,  such  compliance to include,  without  limitation,  paying
          before  the  same  become  delinquent  all  taxes,  assessments,   and
          governmental  charges imposed upon it or upon its property,  except to
          the extent that  compliance  with any of the  foregoing  is then being
          contested  in good faith by  appropriate  legal  proceedings  and with
          respect to which adequate  financial reserves have been established on
          the books and records of the applicable  Borrower and except where the
          failure  to comply  would not have a  Material  Adverse  Effect on the
          Company and its Subsidiaries, taken as a whole.

     (i)  Sale of EWP. Promptly engage an investment  advisor  acceptable to the
          Lenders to assist in the Sale of EWP and commence all other activities
          necessary and appropriate to accomplish such sale.

     (j)  Separate Loan Proceeds  Account.  Borrowers shall deposit the proceeds
          of all Loans to their  account at U. S. Bank National  Association  in
          Portland,  Oregon,  ABA number  123000220,  A/C  number  153656080931,
          Account  Name:  Keystone  Consolidated  Industries,  Inc.,  and  shall
          withdraw such proceeds solely for use as provided in Section 6.2(a).

6.2. Negative  Covenants.  The Borrowers  covenant and agree that so long as any
     Obligations remain outstanding under this Agreement and the Notes,  without
     the prior written consent of the Required Holders, the Borrowers will not:

     (a)  Use of  Proceeds.  Use all or any portion of the  proceeds of any Loan
          for any  purpose  other  than  the  funding  and  payment  of  ongoing
          operating  expenditures of the Borrowers arising or becoming due on or
          subsequent  to the  Closing  Date or,  with  respect  to any Loan made
          thereafter,  the  date of the  making  of  such  Loan.  The  Borrowers
          expressly  covenant and agree that, without limiting the generality of
          the  foregoing,  the  Borrowers  will not  apply  any  portion  of the
          proceeds of any Loan to the payment of any pre-Petition obligations of
          any of the Borrowers or to any  obligations of any of the Borrowers to
          Congress.

     (b)  No  Mergers,  Etc.  Enter  into any merger or  consolidation  or sell,
          lease, transfer or dispose of all,  substantially all, or any material
          part of its assets, except (i) in the ordinary course of its business,
          (ii) for the Sale of EWP,  or (iii) upon the  consent of the  Required
          Holders  at the time to any such  transaction,  and  subject in either
          such case to the  approval of the Board of Directors of the Company in
          accordance with the provisions of the Company's bylaws.

     (c)  Limitations on Indebtedness.  Become or remain obligated, or suffer or
          permit  any  Subsidiary  to  become  or  remain  obligated,   for  any
          Indebtedness, except:

          (i)  Existing Indebtedness as set forth on Schedule 6.2(c) hereto;

          (ii) Indebtedness pursuant to the Congress Facility; and

          (iii) Obligations arising pursuant to this Agreement.

          (iv) Indebtedness  pursuant to capital lease obligations  entered into
               subsequent  to the Closing in an amount not to exceed  $50,000 in
               aggregate.

     (d)  Liens. Create,  incur, assume or suffer to exist any Lien upon or with
          respect  to the  Collateral  except  for  (i)the  existing  liens  and
          security  interests  listed on Schedule  5.1(k) and (ii) a subordinate
          security  interest in the EWP Stock  securing  the term loan under the
          Congress Facility.

                                  ARTICLE VII.
                   Collateral Security And Adequate Protection

7.1. Grant of Security Interest. As security for the prompt and complete payment
     and performance  when due (whether at stated  maturity,  by acceleration or
     otherwise) of all the  Obligations  and to induce the Agent and the Lenders
     to make  the  Loans  in  accordance  with  the  terms  hereof,  each of the
     Borrowers hereby assigns,  creates,  grants, conveys,  mortgages,  pledges,
     hypothecates  and  transfers to the Agent,  for its benefit and the ratable
     benefit of the  Lenders,  all of its right,  title and interest in the real
     and  personal  property  described  on  Schedule  7.1  attached  hereto and
     incorporated  herein  (the  "Collateral"),  subject  only to the  liens and
     security interests described on Schedule 5.1(k).

7.2. Delivery of Pledged Property. All certificates or instruments  representing
     or  evidencing   the  EWP  Stock  and  any   substitutions   therefore  and
     distributions  with respect thereto shall be delivered to and held by or on
     behalf of the Agent pursuant hereto, shall be in suitable form for transfer
     by delivery,  and shall be  accompanied  by all  necessary  instruments  of
     transfer or assignment, duly executed in blank.

7.3. Continuing  Security Interest.  This Article shall create a continuing lien
     on and security interest in the Collateral and shall:

     (a)  remain  in  full  force  and  effect  until  payment  in  full  of all
          Obligations,

     (b)  be binding upon each of the Borrowers, its successors, transferees and
          assigns, and

     (c)  inure,  together with the rights and remedies of the Agent  hereunder,
          to the  Agent  for its  benefit  and for the  ratable  benefit  of the
          Lenders.

7.4. Security Interest Absolute. All rights of the Agent and the Lenders and the
     security interests granted to the Agent for its benefit and for the ratable
     benefit of the Lenders hereunder,  all obligations of each of the Borrowers
     hereunder, shall be absolute and unconditional, irrespective of

     (a)  the failure of any Lender

          (i)  to assert any claim or demand or to  enforce  any right or remedy
               against any Borrower or any other Person under the  provisions of
               this Agreement, any Note, any other Credit Document or otherwise,
               or

          (ii) to exercise any right or remedy  against any other  guarantor of,
               or collateral securing, any of the Obligations;

     (b)  any change in the time, manner or place of payment of, or in any other
          term  of,  all  or  any of the  Obligations  or any  other  extension,
          compromise or renewal of any of the Obligations;

     (c)  any  reduction,  limitation,  impairment or  termination of any of the
          Obligations  of the  Borrowers  or any other  Person  for any  reason,
          including  any claim of  waiver,  release,  surrender,  alteration  or
          compromise,  and shall not be  subject  to (and each of the  Borrowers
          hereby  waives  any  right  to or claim  of) any  defense  or  setoff,
          counterclaim,  recoupment or  termination  whatsoever by reason of the
          invalidity,  illegality,  nongenuineness,   irregularity,  compromise,
          unenforceability of, or any other event or occurrence  affecting,  any
          Obligations  of such  Borrower,  any other Person or otherwise,  other
          than payment in full of the Obligations;

     (d)  any amendment to, rescission, waiver, or other modification of, or any
          consent to departure  from,  any of the terms of this  Agreement,  any
          Note or any other Credit Document;

     (e)  any addition,  exchange,  release,  surrender or non-perfection of any
          collateral  (including the Collateral),  or any amendment to or waiver
          or  release  of or  addition  to or  consent  to  departure  from  any
          guarantee, for any of the Obligations; or

     (f)  any other  circumstances  which might  otherwise  constitute a defense
          available to, or a legal or equitable discharge of, such Borrower, any
          other Person, any surety or any guarantor.

7.5. Agent Appointed Attorney-in-Fact.  Each of the Borrowers hereby irrevocably
     appoints  the Agent as its  attorney-in-fact,  with full  authority  in the
     place  and  stead  of such  Borrower  and in the name of such  Borrower  or
     otherwise,  from time to time in the Agent's discretion, to take any action
     and to  execute  any  instrument  which  the Agent  may deem  necessary  or
     advisable to accomplish the purposes of this Section.

7.6. Perfection of Security  Interests,  Mortgages and Liens.  At the request of
     the  Agent,  the  Borrowers  shall  execute  and  deliver  to  the  Lenders
     documentation  satisfactory  to the  Lenders  (or  counsel to the  Lenders)
     evidencing the security  interests,  mortgages and liens granted hereby and
     providing  for the  perfection of such  security  interests,  mortgages and
     liens,  and the automatic stay  provisions of section 362 of the Bankruptcy
     Code are  modified  to permit the  execution,  delivery  and filing of such
     documentation;  provided that no such documentation  shall be required as a
     condition to the  validity,  priority or  perfection of any of the security
     interests,  mortgages or liens  created  pursuant to this  Agreement  which
     security interests,  mortgages and liens shall be deemed valid and properly
     perfected  upon entry of the Interim  Financing  Order.  The claims arising
     under this Agreement shall have administrative expense priority pursuant to
     sections 503(b) and 507(a)(1) of the Bankruptcy Code.

7.7. Release of Collateral.  Upon the  indefeasible  satisfaction in full by the
     Borrowers  of all of the  Obligations,  the  liens and  security  interests
     granted  pursuant to this Agreement shall terminate and the Borrowers shall
     be  entitled,   upon  their  request  and  at  their  expense,  to  receive
     appropriate instruments of release and satisfaction.

                                 ARTICLE VIII.
                                  Miscellaneous

8.1. Waiver and Amendments.  No failure or delay on the part of the Agent or the
     Lenders  in the  exercise  of any power or right,  and no course of dealing
     between the  Borrowers  and the Agent or the  Lenders,  shall  operate as a
     waiver of such power or right,  nor shall any single or partial exercise of
     any  power or right  preclude  other or  further  exercise  thereof  or the
     exercise  of any other  power or right.  Remedies  provided  for herein are
     cumulative  and not exclusive of any remedies which may be available to the
     Agent or the  Lenders  at law or in  equity.  No notice to or demand on the
     Borrowers  required hereunder or under the Notes shall in any event entitle
     the Borrowers to any other or further  notice or demand in similar or other
     circumstances  or  constitute  a waiver  of the  right of the  Agent or the
     Lenders  to any  other or  further  action  without  notice or  demand.  No
     amendment,  modification  or waiver of, or  consent  with  respect  to, any
     provision  of this  Agreement  or the Notes shall in any event be effective
     with  respect to any Lender  unless the same shall be in writing and signed
     and  delivered by the Required  Holders;  provided,  however,  that no such
     amendment,  modification,  termination or waiver shall, without the consent
     of all of the Lenders:  (i)  authorize or permit the extension of time for,
     or any  reduction  of the amount of, any  payment of the  principal  of, or
     interest on, the Notes,  any rate of interest  applicable  thereto,  or any
     fees or other  amounts  payable  thereunder;  (ii) amend or  terminate  the
     respective  Commitment  of any  Lender or  modify  the  provisions  of this
     Section 8.1 or the definition of Required Holders; or (iii) provide for the
     release of any Collateral. Any waiver of any provision of this Agreement or
     the Notes, and any consent to any departure by the Borrowers from the terms
     of any provision of this Agreement or the Notes, shall be effective only in
     the specific instance and for the specific purpose for which it is given.

8.2. The Agent. Each Lender hereby irrevocably designates and appoints the Agent
     to act as specified herein or as directed by the Required Holders, and each
     such Lender hereby irrevocably  authorizes the Agent to take such action on
     its behalf  under the  provisions  of this  Agreement or as directed by the
     Required  Holders,  and to exercise  such powers and perform such duties as
     are expressly  delegated to the Agent by the terms of this  Agreement or as
     directed by the Required  Holders,  together  with such other powers as are
     reasonably  incidental  thereto.  The Agent  agrees to act as such upon the
     express  conditions  contained  in this Section  8.2.  Notwithstanding  any
     provision to the contrary elsewhere in this Agreement,  the Agent shall not
     have any  duties or  responsibilities,  except  those  expressly  set forth
     herein  or  as  directed  by  the  Required  Holders,   nor  any  fiduciary
     relationship  with  any  Lender,  and  no  implied  covenants,   functions,
     responsibilities,  duties,  obligations or  liabilities  shall be read into
     this Agreement or otherwise exist against the Agent. The provisions of this
     Section  8.2 are solely for the  benefit of the Agent,  and the Lenders and
     the Borrowers shall not have any rights as a third party beneficiary of any
     of the provisions hereof. In performing its functions and duties under this
     Agreement,  the Agent shall act solely as agent of the Lenders and does not
     assume  and  shall  not  be  deemed  to  have  assumed  any  obligation  or
     relationship  of agency or trust  with or for the  Borrowers.  Neither  the
     Agent nor any of its respective  officers,  directors,  employees,  agents,
     attorneys-in-fact or affiliates shall be (i) liable for any action lawfully
     taken or omitted to be taken by it or such  person  under or in  connection
     with this Agreement  (except for its or such person's own gross  negligence
     or  willful  misconduct)  or (ii)  responsible  in any manner to any of the
     Lenders for any recitals, statements, representations or warranties made by
     the Borrowers or any of their  officers  contained in this Agreement or any
     other Credit  Document or in any  certificate,  report,  statement or other
     document  referred to or provided for in, or received by the Agent under or
     in connection  with,  this Agreement or for any failure of the Borrowers to
     perform  their  obligations  hereunder.  The  Agent  shall not be under any
     obligation to any Lender to ascertain or to inquire as to the observance or
     performance of any of the  agreements  contained in, or conditions of, this
     Agreement, or to inspect the properties, books or records of the Borrowers.
     The Agent  shall not be  responsible  to any Lender for the  effectiveness,
     genuineness,  validity,  enforceability,  collectibility  or sufficiency of
     this  Agreement  or any other Credit  Document or for any  representations,
     warranties,  recitals or  statements  made herein or therein or made in any
     written  or  oral  statement  or in  any  financial  or  other  statements,
     instruments,  reports  certificates  or any other  documents in  connection
     herewith or  therewith  furnished or made by the Agent to the Lenders or by
     or on behalf of the  Borrowers to the Agent or any Lender or be required to
     ascertain  or inquire as to the  performance  or  observance  of any of the
     terms, conditions,  provisions, covenants or agreements contained herein or
     therein or as to the use of the  proceeds of the Loans or of the  existence
     or  possible  existence  of any  Default or Event of  Default.  Each Lender
     expressly  acknowledges  that  neither  the Agent nor any of its  officers,
     directors, employees, agents, attorneys-in-fact or affiliates have made any
     representations  or  warranties  to  it  and  that  no  act  by  the  Agent
     hereinafter  taken,  including  any review of the affairs of the  Borrowers
     shall be deemed to constitute any  representation  or warranty by the Agent
     to  any  Lender.   Each  Lender  represents  to  the  Agent  that  it  has,
     independently and without reliance upon the Agent, or any other Lender, and
     based on such documents and information as it has deemed appropriate,  made
     its  own  appraisal  of  and  investigation  into  the  business,   assets,
     operations,   property,  financial  and  other  conditions,  prospects  and
     creditworthiness  of the  Borrowers  and made its own  decision to make its
     Loans  hereunder  and  enter  into this  Agreement.  The  Lenders  agree to
     indemnify  the Agent in its  capacity as such  ratably  according  to their
     respective   Commitments,   from  and  against  any  and  all  liabilities,
     obligations,  losses, damages, penalties, actions, judgments, suits, costs,
     reasonable  expenses or  disbursements  of any kind whatsoever which may at
     any time (including,  without limitation, at any time following the payment
     of the Loans) be imposed on,  incurred by or asserted  against the Agent in
     its  capacity  as  such  in any  way  relating  to or  arising  out of this
     Agreement  or any  documents  contemplated  by or referred to herein or the
     transactions contemplated hereby or any action taken or omitted to be taken
     by the Agent under or in connection with any of the foregoing,  but only to
     the extent that any of the foregoing is not paid by the Borrowers, provided
     that no Lender  shall be liable to the Agent for the payment of any portion
     of such liabilities,  obligations,  losses,  damages,  penalties,  actions,
     judgments,  suits, costs, expenses or disbursements to the extent resulting
     solely  from the  Agent's  gross  negligence  or  willful  misconduct.  The
     agreements in this Section 8.2 shall survive the payment of all Loans.

8.3. Notices. All notices and other  communications  required or permitted under
     this Agreement shall be in writing and, if mailed by prepaid  registered or
     certified  mail,  return  receipt  requested,  shall be deemed to have been
     received  on the  earlier  of the date  shown on the  receipt  or three (3)
     Business  Days  after the  post-mark  date  thereof.  Except  as  otherwise
     provided herein,  notices may also be given by recognized overnight courier
     services or delivered by hand or  facsimile  transmission.  In the event of
     delivery by overnight courier service,  such notice shall be deemed to have
     been received as of the regularly  scheduled time for delivery  established
     by such  courier  service.  In the event of delivery  by hand,  such notice
     shall be deemed  effective  when  delivered.  In the event of  delivery  by
     facsimile  transmission,   such  notice  shall  be  deemed  effective  upon
     confirmation of transmission.  All notices and other  communications  under
     this  Agreement  shall be  given to the  parties  hereto  at the  following
     addresses:

If to the Borrowers:

                  c/o Keystone Consolidated Industries, Inc.
                  Three Lincoln Centre
                  5430 LBJ Freeway, Suite 1740
                  Dallas, Texas  75240
                  Attention:  Chief Financial Officer
                  Fax:  (972) 448-1408

         With a copy to:

                  Kirkland & Ellis LLP
                  200 E. Randolph Drive
                  Chicago, Illinois 60601
                  Attention:  David E. Eaton, Esq.
                  Fax:  (312) 861-2200

If to the Agent:

                  EWP Financial LLC
                  Three Lincoln Centre
                  5430 LBJ Freeway, Suite 1740
                  Dallas, Texas  75240
                  Attention:  Bobby D. O'Brien
                  Fax:  (972) 448-1445

         With a copy to:

                  Rogers & Hardin LLP
                  2700 International Tower
                  229 Peachtree Street, N.E.
                  Atlanta, Georgia  30303
                  Attention:  Edward J. Hardin, Esq.
                  Fax:  (404) 525-2224

If to the Lenders:

     To the address for each Lender set forth on Annex I hereto.

     Any party hereto may change the address to which  notices shall be directed
under this  Section  8.3 by giving  written  notice of such  change to the other
parties.

     8.4.  Restriction on Transfer.  The Lenders acknowledge that the Notes have
not been  registered  under the 1933 Act, as amended,  or the securities laws of
any state.  Accordingly,  the Notes may not be sold or otherwise  disposed of or
transferred,  unless such sale,  disposition or transfer is registered under the
1933 Act and  applicable  state  securities  laws or unless the  Borrowers  have
received an opinion of counsel reasonably  acceptable to the Borrowers that such
sale, disposition or transfer is exempt from such registration.  The Notes shall
bear a restrictive  legend to the foregoing  effect.  Lenders further agree that
the Notes will not be sold or otherwise  disposed of or transferred  and that no
assignment of, or sale of a participation  in, the Loans or the Commitments will
be  made,  unless  the  purchaser,   transferee,  assignee  or  participant,  as
applicable,  acknowledges the subordination  provisions  applicable thereto in a
manner reasonably satisfactory to Congress.

     8.5.  Expenses.  The Borrowers shall reimburse the Lenders for all of their
Expenses.  In addition,  the Borrowers  shall be responsible for any documentary
taxes  incurred  in  connection  with  the  transactions  contemplated  by  this
Agreement and the Notes.

     8.6.  Severability.  Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction, shall as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability  without  invalidating the
remaining  provisions hereof or affecting the validity or enforceability of such
provision in any other jurisdiction.

     8.7.  Governing Law. This  Agreement  shall be governed by and construed in
accordance  with the laws of the  State of Texas  without  giving  effect to any
choice or conflict of law  provision  or rule  (whether of the State of Texas or
any other  jurisdiction)  that would  cause the  application  of the laws of any
jurisdiction other than the State of Texas.

     8.8. Successors and Assigns. This Agreement shall be binding upon and inure
to the  benefit  of the  parties  hereto  and their  respective  successors  and
assigns;  provided,  however,  that the  Borrowers  may not,  without  the prior
written  consent  of all of the  Lenders,  assign  their  rights or  obligations
hereunder or under the Notes, and the Lenders shall not be obligated to make any
Loan to any entity  other than the  Borrowers.  No Lender may assign,  or sell a
participation  in, all or any  portion of its rights or  obligations  under this
Agreement  or the  Notes  without  the prior  written  consent  of the  Required
Holders.  With the prior written consent of the Required Holders, any Lender may
assign all or a portion  of its Loans and  Commitment  hereunder  to one or more
Persons,  each of which  assignees  shall become a party to and be bound by, and
shall make the  representations and warranties of a Lender under, this Agreement
by  execution  of an  assignment  agreement  in the form of Exhibit C hereto (an
"Assignment Agreement").  In connection with any such assignment,  the Borrowers
shall, upon request by the assignor and assignee and return of the original Note
in favor of the  assignor,  issue  replacement  Note(s) to the assignee  and, if
applicable, the assignor in the amount of their respective Commitments set forth
in the applicable Assignment Agreement.

     8.9. Headings. Headings used in this Agreement are for convenience only and
shall not be used in connection with the interpretation of any provision hereof.

     8.10.  Counterparts.  This  Agreement  may be  executed  in any  number  of
counterparts,  each of which  shall be  deemed to be an  original,  but all such
separate counterparts shall together constitute one and the same instrument.

     8.11.  Withholding Tax. The Lenders  acknowledge that the Borrowers will be
required  to  comply  with the  requirements  of the  Internal  Revenue  Service
relative  to  backup  withholding  and the  Lenders  may be  subject  to  backup
withholding  depending on their individual status and compliance with applicable
filing requirements of the Internal Revenue Service.

     8.12.  Entire  Agreement.  This  Agreement,  together with the exhibits and
schedules  hereto,  constitutes the entire agreement  between the parties hereto
relating to the subject  matter hereof and  supersedes  all prior  negotiations,
discussions, writings and agreements between them.



                 [Remainder of page intentionally left blank.

                            Signature page follows.]



<PAGE>






     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed  by the  undersigned  thereunto  duly  authorized  as of the date first
written above.

              BORROWERS:

              KEYSTONE CONSOLIDATED INDUSTRIES, INC.

              By:
                  -----------------------------------------------------
              Name:
                   ----------------------------------------------------
              Title:
                    ---------------------------------------------------


              FV STEEL AND WIRE COMPANY

              By:
                  -----------------------------------------------------
              Name:
                   ----------------------------------------------------
              Title:
                    ---------------------------------------------------


              SHERMAN WIRE COMPANY (f/k/a
              DeSoto, Inc.)

                   By:
                       -----------------------------------------------------
                   Name:
                        ----------------------------------------------------
                   Title:
                         ---------------------------------------------------


                   SHERMAN WIRE OF CALDWELL, INC.

                   By:
                       -----------------------------------------------------
                   Name:
                        ----------------------------------------------------
                   Title:
                         ---------------------------------------------------


             J.L. PRESCOTT COMPANY

             By:
                 -----------------------------------------------------
             Name:
                  ----------------------------------------------------
             Title:
                   ---------------------------------------------------


             DESOTO ENVIRONMENTAL MANAGEMENT, INC.

             By:
                 -----------------------------------------------------
             Name:
                  ----------------------------------------------------
             Title:
                   ---------------------------------------------------


                                                 THE AGENT:

                                EWP FINANCIAL LLC

              By:
                  -----------------------------------------------------
              Name:
                   ----------------------------------------------------
              Title:
                    ---------------------------------------------------


                                  THE LENDERS:

                                EWP FINANCIAL LLC

               By:
                   -----------------------------------------------------
               Name:
                    ----------------------------------------------------
               Title:
                     ---------------------------------------------------


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

               By:
                   -----------------------------------------------------
               Name:
                    ----------------------------------------------------
               Title:
                     ---------------------------------------------------


<PAGE>










<TABLE>
<CAPTION>
                                                          ANNEX I

                                                                         % of Total             Commitment
<S>                       <C>                    <C>                     <C>                    <C>
Name of Lender            Address of Lender      Commitment              Commitment             Fee

EWP Financial LLC         Three Lincoln Centre   $5,000,000                     100%               $100,000
                          5430 LBJ Freeway
                          Suite 1740
                          Dallas, Texas  75240


Total Commitment Amount:                     $5,000,000 (in tranches as provided in Section 2.1(b) hereof).
</TABLE>



<PAGE>


                                    EXHIBHT A

                             Interim Financing Order



<PAGE>


                                    EXHIBIT B

                                  Form of Note

THIS NOTE HAS NOT BEEN REGISTERED  PURSUANT TO THE SECURITIES ACT OF 1933 OR ANY
STATE  SECURITIES  LAW.  NEITHER  THIS NOTE NOR ANY  PORTION  HEREOF OR INTEREST
HEREIN MAY BE SOLD,  ASSIGNED,  TRANSFERRED,  PLEDGED OR  OTHERWISE  DISPOSED OF
UNLESS THE SAME IS REGISTERED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES
LAW, OR UNLESS AN EXEMPTION FROM SUCH  REGISTRATION IS AVAILABLE AND THE COMPANY
SHALL HAVE  RECEIVED,  AT THE  EXPENSE OF THE HOLDER  HEREOF,  EVIDENCE  OF SUCH
EXEMPTION REASONABLY SATISFACTORY TO THE COMPANY (WHICH MAY INCLUDE, AMONG OTHER
THINGS,  AN OPINION OF COUNSEL  SATISFACTORY TO THE COMPANY).  NEITHER THIS NOTE
NOR ANY PORTION HEREOF OR INTEREST  HEREIN MAY BE SOLD,  ASSIGNED,  TRANSFERRED,
PLEDGED OR OTHERWISE  DISPOSED OF UNLESS THE PURCHASER,  ASSIGNEE,  TRANFEREE OR
PLEDGEE,  AS APPLICABLE,  ACKNOWLEDGES THE SUBORDINATION  PROVISIONS  APPLICABLE
HERETO IN A MANNER  REASONABLY  SATISFACTORY TO CONGRESS  FINANCIAL  CORPORATION
(CENTRAL).

                                 PROMISSORY NOTE

$__,000,000.00                                                   Dallas, Texas
                                                            February ___, 2004

     FOR VALUE  RECEIVED,  KEYSTONE  CONSOLIDATED  INDUSTRIES,  INC., a Delaware
corporation,  FV STEEL AND WIRE COMPANY, a Wisconsin  corporation;  SHERMAN WIRE
COMPANY (f/k/a DeSoto, Inc.), a Delaware corporation;  SHERMAN WIRE OF CALDWELL,
INC., a Nevada corporation; J.L. PRESCOTT COMPANY, a New Jersey corporation; and
DESOTO ENVIRONMENTAL MANAGEMENT, INC., a Delaware corporation (collectively, the
"Borrowers"),  jointly  and  severally  promise  to  pay to the  order  of  (the
"Holder"),  at , or such other place as designated in writing by the Holder, the
principal sum of __________  MILLION DOLLARS  ($__,000,000.00)  or, if less, the
then  unpaid  principal  amount of Loans  made by the  Holder  to the  Borrowers
pursuant  to that  certain  Debtor-In-Possession  Credit  Agreement  dated as of
February ___, 2004 by and between the  Borrowers,  EWP Financial  LLC, as Agent,
the Holder,  and the other  Lenders  party  thereto  (the  "Credit  Agreement"),
together with interest on the principal balance outstanding from time to time in
accordance with the provisions of this Note. This Note is executed and delivered
by the Borrowers  pursuant to the Credit Agreement,  the terms and conditions of
which are incorporated  herein by reference.  Unless otherwise indicated herein,
capitalized  terms  used in this  Note have the same  meanings  set forth in the
Credit Agreement.

     1. Interest Rate; Payment; Usury.

          (a) Provided  that no Event of Default has occurred and is  continuing
     and subject to the other provisions of this Note, the outstanding principal
     of this Note shall bear interest at a rate per annum equal to three percent
     (3%) plus the rate from time to time  published in the Wall Street  Journal
     as the prime  rate,  whether  or not such  announced  rate is the best rate
     available at any bank or other financial institution (the "Interest Rate").
     During any  period  that an Event of Default  shall  have  occurred  and be
     continuing, interest on the outstanding principal of this Note shall accrue
     at a rate equal to the Interest  Rate plus two percent  (2%) (the  "Default
     Interest Rate"). Notwithstanding anything contained herein to the contrary,
     in no event shall the  interest  rate on this Note,  including  the Default
     Interest  Rate,  exceed the  highest  rate  permitted  by  applicable  law.
     Interest on this Note,  including  interest at the Default  Interest  Rate,
     shall be based on a 360-day year,  and interest shall accrue and be payable
     for the actual number of calendar days elapsed.  Interest  shall be payable
     in  arrears  commencing  on the 31st  day of  March,  2004  and  continuing
     thereafter on the last day of each subsequent month until the principal and
     all accrued interest have been paid in full.

          (b) It is the  intention  of the  Borrowers  and the Holder to conform
     strictly  to  applicable  usury  laws now or  hereafter  in force,  and any
     interest  payable under this Note or the Credit  Agreement shall be subject
     to reduction to an amount not to exceed the maximum non-usurious amount for
     commercial  loans  allowed  under  such  applicable  usury  laws  as now or
     hereafter construed by the courts having jurisdiction over such matters. In
     the event such interest (whether  designated as interest,  service charges,
     points,  origination fees or otherwise) does exceed the maximum legal rate,
     it shall be (i)  canceled  automatically  to the extent that such  interest
     exceeds the maximum legal rate;  (ii) if already paid, at the option of the
     Holder,  either be rebated to the  Borrowers  or credited on the  principal
     amount of this Note;  or (iii) if this Note has been prepaid in full,  then
     such  excess  shall be rebated  to the  Borrowers.  It is  further  agreed,
     without  limitation of the foregoing,  that all calculations of the rate of
     interest  contracted  for,  charged,  or  received  under this Note and the
     Credit Agreement that are made for the purpose of determining  whether such
     rate exceeds the maximum legal rate, shall be made, to the extent permitted
     by applicable  law, by  amortizing,  prorating,  allocating,  and spreading
     throughout  the full  stated term of this Note (and any  extensions  of the
     term thereof that may be hereafter  granted) all such  interest at any time
     contracted for, charged, or received from the Borrowers or otherwise by the
     Holder  so that  the  rate of  interest  on  account  of this  Note,  as so
     calculated,  is uniform  throughout  the term thereof.  If the Borrowers is
     exempt or hereafter  becomes exempt from  applicable  usury statutes or for
     any other  reason  the rate of  interest  to be charged on this Note is not
     limited by law, none of the provisions of this paragraph shall be construed
     so as to limit or reduce the interest or other consideration  payable under
     this Note or the Credit Agreement or under any instrument  securing payment
     thereof.  The terms and  provisions  of this  paragraph  shall  control and
     supersede every other provision of all agreements between the Borrowers and
     the Holder.

     2.  Maturity.  Unless  the same  shall  become  due  earlier as a result of
acceleration of the maturity, this Note shall mature on the earliest of: (i) 180
days after the date the Petition is filed with the  Bankruptcy  Court,  (ii) the
Plan  Effective  Date,  or (iii) the  dismissal  of the Case,  at which time the
outstanding  principal  balance of this Note and all accrued and unpaid interest
shall become due and payable.

     3. Revolving Loans; Prepayments. Subject to the terms and conditions of the
Credit  Agreement,  the Borrowers may from time to time and at any time prior to
the  Expiration  Date borrow,  repay and reborrow under this Note or prepay this
Note, in whole or in part and without  premium or penalty.  Any payment shall be
applied first to interest which is accrued and unpaid and then to principal.

     4. Manner of Payment.  The Borrowers shall make payments in respect of this
Note  (including  principal  and  interest)  by  wire  transfer  of  immediately
available funds to the account specified by the Holder.

     5. Events of Default; Acceleration. The maturity of this Note is subject to
acceleration  pursuant  to Section  3.7 of the Credit  Agreement  if an Event of
Default  occurs  and is  continuing  pursuant  to  Section  3.6  of  the  Credit
Agreement.

     6.  Collection  Expenses.  In the  event  the  Borrowers  fail  to pay  any
installment  of interest or principal  when due, the Borrowers  shall pay to the
Holder,  in addition  to the amounts  due,  all costs of  collection,  including
reasonable attorneys' fees.

     7. Borrowers Waivers. Each of the Borrowers,  for itself and its successors
and assigns, hereby waives demand,  presentment,  protest,  diligence, notice of
dishonor and any other  formality  in  connection  with this Note and  expressly
agrees that this Note,  or any payment  hereunder,  may be extended from time to
time and that the Holder may accept  security for this Note or release  security
for this Note,  all without in any way  affecting the liability of the Borrowers
hereunder.

     8. Governing Law. All questions  concerning the construction,  validity and
interpretation  of this Note shall be governed by and  construed  in  accordance
with the laws of the  State of Texas,  without  giving  effect to any  choice or
conflict of law  provision  or rule  (whether of the State of Texas or any other
jurisdiction)  that would cause the application of the laws of any  jurisdiction
other than the State of Texas.

     9. Collateral.  The Borrowers'  obligations  under this Note are secured by
the Collateral as provided in the Credit Agreement,  the Interim Financing Order
and the Permanent Financing Order.

     10. Amendment and Waiver.  Subject to the Credit Agreement,  the provisions
of this Note may be amended  and waived only with the prior  written  consent of
the Borrowers and the Holder of this Note.



<PAGE>


     IN WITNESS WHEREOF, the Borrowers have executed this Note on the date first
written above.

                KEYSTONE CONSOLIDATED INDUSTRIES, INC.

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

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

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


                FV STEEL AND WIRE COMPANY

                By:
                    -----------------------------------------------------
                Name:
                     ----------------------------------------------------
                Title:
                      ---------------------------------------------------


                SHERMAN WIRE COMPANY (f/k/a
                DeSoto, Inc.)

                By:
                    -----------------------------------------------------
                Name:
                     ----------------------------------------------------
                Title:
                      ---------------------------------------------------


                SHERMAN WIRE OF CALDWELL, INC.

                By:
                    -----------------------------------------------------
                Name:
                     ----------------------------------------------------
                Title:
                      ---------------------------------------------------


                J.L. PRESCOTT COMPANY

                By:
                    -----------------------------------------------------
                Name:
                     ----------------------------------------------------
                Title:
                      ---------------------------------------------------


                       DESOTO ENVIRONMENTAL MANAGEMENT, INC.

                 By:
                     -----------------------------------------------------
                 Name:
                      ----------------------------------------------------
                 Title:
                       ---------------------------------------------------


<PAGE>


                                    EXHIBIT C

                               Form of Assignment

                              ASSIGNMENT AGREEMENT

THE ASSIGNED SHARES MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE
DISPOSED  OF  UNLESS  THE  PURCHASER,   ASSIGNEE,  TRANSFEREE,  OR  PLEDGEE,  AS
APPLICABLE,  ACKNOWLEDGES THE  SUBORDINATION  PROVISIONS  APPLICABLE HERETO IN A
MANNER REASONABLY SATISFACTORY TO CONGRESS FINANCIAL CORPORATION (CENTRAL).

                             Dated ________________

     Reference is made to the Debtor-In-Possession  Credit Agreement dated as of
February  __,  2004  among  Keystone  Consolidated  Industries,   Inc.  and  its
Subsidiaries party thereto,  as Borrowers,  EWP Financial LLC, as Agent, and the
Lenders  party  thereto  (as such Credit  Agreement  may  hereafter  be amended,
modified  or  supplemented  from time to time,  the "Credit  Agreement").  Terms
defined in the Credit Agreement are used herein as therein defined.

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

     1. The Assignor hereby sells and assigns to the Assignee  without  recourse
and  without  representation  or  warranty  (other  than as  expressly  provided
herein),  and the Assignee hereby purchases and assumes from the Assignor,  that
interest in and to all of the Assignor's rights and obligations under the Credit
Agreement  as of the  date  hereof  which  represents  the  percentage  interest
specified in Annex I (the  "Assigned  Share") of all of  Assignor's  outstanding
rights  and  obligations   under  the  Credit  Agreement,   including,   without
limitation, all rights and obligations with respect to the Assigned Share of the
Assignor's Commitment and of the Loans and the Notes held by the Assignor. After
giving effect to such sale and assignment,  the Assignee's Commitment will be as
set forth in Annex I.

     2. The Assignor (i) represents  and warrants that it is duly  authorized to
enter into and perform the terms of this  Assignment  Agreement,  that it is the
legal and  beneficial  owner of the interest  being assigned by it hereunder and
that such  interest is free and clear of any liens or security  interests;  (ii)
makes no other  representation  or warranty and assumes no  responsibility  with
respect  to  any  statements,  warranties  or  representations  made  in  or  in
connection  with the Credit  Agreement  or the  execution,  legality,  validity,
enforceability, genuineness, sufficiency or value of the Credit Agreement or any
other  instrument or document  furnished  pursuant  thereto;  and (iii) makes no
other  representation or warranty and assumes no responsibility  with respect to
the financial condition of the Borrowers or the performance or observance by the
Borrowers of any of their  obligations  under the Credit  Agreement or any other
instrument or document furnished pursuant thereto.

     3. The Assignee (i) represents  and warrants that it is duly  authorized to
enter into and perform the terms of this  Assignment  Agreement;  (ii)  confirms
that it has received a copy of the Credit Agreement, together with copies of the
financial   statements   referred  to  therein  and  such  other  documents  and
information  as it has deemed  appropriate  to make its own credit  analysis and
decision to enter into this Assignment Agreement,  including without limitation,
all pleadings and information filed with the Bankruptcy Court; (iii) agrees that
it will,  independently and without reliance upon the Agent, the Assignor or any
other  Lender  and based on such  documents  and  information  as it shall  deem
appropriate at the time,  continue to make its own credit decisions in taking or
not taking action under the Credit  Agreement;  (iv) appoints and authorizes the
Agent to take such action as agent on its behalf to exercise  such powers  under
the  Credit  Agreement  as are  delegated  to the  Agent by the  terms  thereof,
together with such powers as are reasonably  incidental thereto; (v) agrees that
it will perform in accordance with their terms all of the  obligations  which by
the terms of the  Credit  Agreement  are  required  to be  performed  by it as a
Lender;  and (vi) makes the  representations  and  warranties to the Company set
forth in Section 5.2 of the Credit Agreement.

     3. Following the execution of this Assignment Agreement by the Assignor and
the Assignee,  an executed  original hereof (together with all attachments) will
be delivered to the Agent. The effective date of this Assignment Agreement shall
be the  date  of  execution  hereof  by  the  Assignor  and  the  Assignee  (the
"Settlement Date").

     4. As of the  Settlement  Date,  (i) the  Assignee  shall be a party to the
Credit Agreement and, to the extent provided in this Assignment Agreement,  have
the rights and obligations of a Lender thereunder;  and (ii) the Assignor shall,
to the extent provided in this Assignment  Agreement,  relinquish its rights and
be released from its obligations under the Credit Agreement.

     5. It is agreed that upon the effectiveness  hereof,  the Assignee shall be
entitled to all interest on the Assigned  Share of the Loans which accrue on and
after the  Settlement  Date. It is further agreed that all payments of principal
made by the Company on the Assigned  Share of the Loans which occur on and after
the Settlement  Date will be paid directly to the Assignee.  Upon the Settlement
Date, the Assignee shall pay to the Assignor an amount specified by the Assignor
in writing which  represents the Assigned  Share of the principal  amount of the
respective Loans made by the Assignor pursuant to the Credit Agreement which are
outstanding  on the Settlement  Date,  net of any closing  costs,  and which are
being  assigned  hereunder.  The  Assignor  and  the  Assignee  shall  make  all
appropriate adjustments in payments under the Credit Agreement for periods prior
to the Settlement Date directly between themselves on the Settlement Date.

     6. THIS  ASSIGNMENT  AGREEMENT  SHALL BE  GOVERNED  BY,  AND  CONSTRUED  IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.

     7. This  Assignment  Agreement  may be  executed  in  counterparts,  and by
different parties on separate  counterparts,  each of which shall be an original
and all of which collectively shall constitute one and the same agreement.



<PAGE>


     IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Assignment
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.

<TABLE>
<CAPTION>

<S>                                                                    <C>
as Assignor                                                            as Assignee

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

Its:                                                                   Its:
    ----------------------------------------                               ----------------------------------------
</TABLE>

                                     ANNEX I
                                       to
                              ASSIGNMENT AGREEMENT

1. Amounts:

<TABLE>
<CAPTION>
-------------------------------- ------------------------------------------ ------------------------------------------
                                Commitment Loans
-------------------------------- ------------------------------------------ ------------------------------------------
<S>                                           <C>                                       <C>
Aggregate Amount                              $_____________                            $_______________

for all Lenders
-------------------------------- ------------------------------------------ ------------------------------------------
Assigned Share                                 ____________%                              ____________%


-------------------------------- ------------------------------------------ ------------------------------------------
Amount of                                     $______________                            $______________

Assigned Share
-------------------------------- ------------------------------------------ ------------------------------------------
Amount retained by                            $______________                            $______________

Assignor
-------------------------------- ------------------------------------------ ------------------------------------------
2. Notices:

          ASSIGNOR:                                                    ASSIGNEE:
          ==============================                                             ==============================
          ------------------------------                                             ------------------------------
          Attn:  _________________________           Attn:  ________________________
          Telephone:  ____________________           Telephone:  ____________________
          Fax:  _________________________                              Fax:  ________________________

3.        Payment Instructions:

          ASSIGNOR:                                                    ASSIGNEE:
          ==============================             ==============================
          ------------------------------             ------------------------------
          ABA No.:  _____________________            ABA No.:  ____________________
          Account No.:  ___________________          Account No.:  __________________
          Reference:  _____________________          Reference:  ____________________
          Attn:  __________________________          Attn:  ________________________
</TABLE>




<PAGE>


                                 SCHEDULE 5.1(b)

                                    Consents

                                      None





<PAGE>



                                 SCHEDULE 5.1(k)

                      Existing Liens and Security Interests



1.   Liens and  security  interests in favor of the Agent and the Lenders on the
     EWP Stock and EWP Net Investment  pursuant to Stock Pledge  Agreement dated
     as of November 21, 2001,  securing  indebtedness  under the EWP Bridge Loan
     Agreement  dated as of November 21, 2001, as amended,  between the Company,
     the Agent and the Lenders.

2.   Liens and  security  interests  in favor of Congress  securing the Congress
     Facility pursuant to the following instruments and documents, provided that
     such liens and security  interests in the EWP Stock, the EWP Net Investment
     and the  Separate  Loan  Proceeds  Account  (as such  terms are  defined in
     Schedule  5.1(k)) are and shall be  subordinate  to the liens and  security
     interests in favor of Lenders:

     (i)  the Congress Facility;

     (ii) Amended and Restated Revolving Loan and Security Agreement dated as of
          March 15, 2002, between Sherman Wire Company and Congress;

     (iii) Amended and Restated  Security  Agreement dated December 29, 1995, as
          amended,  and  Amendment,  Ratification  and  Confirmation  of Secured
          Guaranty  Agreement  dated December 29, 1995, each executed by Sherman
          Wire of Caldwell, Inc. in favor of Congress;

     (iv) Guarantee  and Waiver and Rider No. 1 to  Guarantee  and Waiver,  each
          dated  December  30, 1993,  as amended,  executed by FV Steel and Wire
          Company in favor of Congress;

     (v)  Mortgage,   Security  Agreement,   Assignment  of  Leases  and  Rents,
          Financing  Statement  and Fixture  Filing  dated as of March 15, 2002,
          executed by the Company in favor of Congress  with respect to property
          located in Peoria, Illinois;

     (vi) Mortgage  ,  Security  Agreement,  Assignment  of  Leases  and  Rents,
          Financing  Statement  and Fixture  Filing  dated as of March 15, 2002,
          executed by the Company in favor of Congress  with respect to property
          located in Springdale, Arkansas;

     (vii) Deed of Trust, Assignment, Security Agreement and Financing Statement
          dated as of March 15,  2002,  executed by Sherman Wire Company for the
          benefit of  Congress  with  respect to  property  located in  Sherman,
          Grayson County, Texas;

     (viii)  Deed  of  Trust,  Assignment,   Security  Agreement  and  Financing
          Statement  dated as of March 15,  2002,  executed  by Sherman  Wire of
          Caldwell,  Inc.  for the benefit of Congress  with respect to property
          located in Caldwell, Burleson County, Texas;

     (ix) Subordination and Intercreditor  Agreement dated March 15, 2002, among
          the County of Peoria, Illinois, the Company and Congress; and

     (x)  Letter Agreement regarding  Application of Certain Collateral Proceeds
          dated March 15,  2002,  between the County of Peoria,  Illinois,  U.S.
          Bank National Association, as trustee and collateral and Congress.

3.   Liens and  security  interests  in favor of the County of Peoria,  Illinois
     securing  a  $10,000,000  loan to the  Company  pursuant  to the  following
     instruments and documents,  none of which grant liens or security interests
     in the EWP Stock or the EWP Investment:

     (i)  Subordinate  Mortgage,   Assignment  of  Rents  and  Leases,  Security
          Agreement  and Fixture  Filing dated as of April 9, 2002,  executed by
          the Company in favor of The County of Peoria,  Illinois,  with respect
          to property located in Peoria, Illinois;

     (ii) Subordinate  Security Agreement dated as of April 9, 2002, executed by
          the Company in favor of The County of Peoria, Illinois;

     (iii) Escrow Agreement dated as of March 13, 2002,  among the Company,  The
          County   of   Peoria,    Illinois,   and   National   City   Bank   of
          Michigan/Illinois, as escrow agent.

4.   Liens and security interests in favor of U.S. Bank National Association, as
     Trustee and  Collateral  Agent (in such  capacity,  the  "Trustee"),  under
     Indenture  dated as of March 15, 2002, for the issuance of the Company's 8%
     Subordinated  Secured  Notes due 2009 (the "8%  Notes"),  securing  such 8%
     Notes pursuant to the following  instruments  and documents,  none of which
     grant  liens  or  security  interests  in the  EWP  Stock  or the  EWP  Net
     Investment:

     (i)  Mortgage,   Security  Agreement,   Assignment  of  Leases  and  Rents,
          Financing  Statement  and Fixture  Filing  dated as of March 15, 2002,
          executed  by the  Company  in favor of the  Trustee  with  respect  to
          property located in Peoria, Illinois;

     (ii) Mortgage,   Security  Agreement,   Assignment  of  Leases  and  Rents,
          Financing  Statement  and Fixture  Filing  dated as of March 15, 2002,
          executed  by the  Company  in favor of the  Trustee  with  respect  to
          property located in Springdale, Arkansas;

     (iii) Deed of Trust, Assignment, Security Agreement and Financing Statement
          dated as of March 15,  2002,  executed b Sherman  Wire Company for the
          benefit  of  Trustee  with  respect to  property  located in  Sherman,
          Grayson County, Texas;

     (iv) Deed of Trust, Assignment,  Security Agreement and Financing Statement
          dated as of March 15,  2002,  executed  by Sherman  Wire of  Caldwell,
          Inc.,  for the benefit of Trustee with respect to property  located in
          Caldwell, Burleson County, Texas;

     (v)  Security Agreement dated as of March 15, 2002, executed by the Company
          in favor of the Trustee;

     (vi) Security  Agreement  dated as of March 15,  2002,  executed by Sherman
          Wire Company in favor of the Trustee; and

     (vii) Security  Agreement  dated as of March 15, 2002,  executed by Sherman
          Wire of Caldwell, Inc. in favor of the Trustee.

5.   Matters listed as liens and  encumbrances on Exhibit B to the Mortgages and
     Deeds of Trust listed in items 4(i) through 4(iv) of this Schedule 5.1(k).





<PAGE>


                                 SCHEDULE 6.2(c)

                              Existing Indebtedness



KEYSTONE CONSOLIDATED INDUSTRIES, INC.
SCHEDULE OF INDEBTEDNESS
(EXCLUDING ENGINEERED WIRE PRODUCTS,INC.)
FEBRUARY 25, 2004
---------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                         Outstanding
                                                                                           Balance
Keystone Consolidated Industries, Inc.

<S>                                                                                        <C>
Congress Financial Corporation (Central) - Revolving Credit Facility                       23,643,784

Congress Financial Corporation (Central) - Term Facility                                    6,093,749

8% Notes (face value - not GAAP basis)                                                     19,800,000

Peoria County - Term Facility                                                              10,000,000

6% Notes (face value - not GAAP basis)                                                     14,475,000

9 5/8% Notes                                                                                6,150,000

JLG Financial Services - Capital Lease - Boom Lift                                             51,672

                                                                                        --------------
                                                                                           80,214,205
                                                                                        --------------

Sherman Wire Company

G.E. Capital - Capital Lease - Forklift                                                        12,757

G.E. Capital - Capital Lease - Forklift                                                         4,655

G.E. Capital - Capital Lease - Forklift                                                         4,817

Greater Bay Capital - Capital Lease -                                                           9,094

                                                                                        --------------
                                                                                               31,323
                                                                                        --------------

                                                                                           80,245,528
                                                                                        ==============
</TABLE>










<PAGE>


                                  SCHEDULE 7.1

                                   Collateral



All  real  and  personal  property  (tangible  and  intangible)  of  each of the
Borrowers,  now owned or  hereafter  acquired or created and  wherever  located,
including without limitation:

     1.   100% of the outstanding  shares of EWP (the "EWP Stock") and all cash,
          payments,   dividends,   securities  and  other   property   received,
          receivable,  distributed or distributable with respect to, in exchange
          for, or on conversion of, the EWP Stock;

     2.   The account  maintained  on the  Company's  books and  records,  which
          account  is styled as Loan  Account - EWP,  Account  Number  46009 and
          represents   the  Company's  net  investment  in  EWP  (the  "EWP  Net
          Investment");

     3.   All of each Borrower's Accounts, Receivables, Goods (including without
          limitation,  Inventory and Equipment),  General Intangibles (including
          without  limitation,  Payment  Intangibles,  Software and Intellectual
          Property), Documents, Instruments, Chattel Paper, Investment Property,
          Deposit Accounts (including,  without limitation Borrowers' account at
          U. S. Bank  National  Association  in  Portland,  Oregon,  ABA  number
          123000220,   A/C   number   153656080931,   Account   Name:   Keystone
          Consolidated Industries, Inc. (the "Separate Loan Proceeds Account")),
          Reserve  or  Escrow  Accounts,  Letter of  Credit  Rights,  Supporting
          Obligations  and Commercial Tort Claims (as any such terms are defined
          in the applicable Uniform Commercial Code);

     4.   All real property and related  interests and assets of each  Borrower,
          including  without   limitation,   leasehold   interests;   buildings,
          structures, fixtures and other improvements located thereon; licenses,
          easements  and  appurtenances  thereto;  and  as-extracted  collateral
          therefrom,  including without limitation the real property and related
          interests  and assets (i) of the Company  located in Peoria,  Illinois
          and Springdale,  Arkansas, as such real property and related interests
          and assets are more particularly  described in the mortgages  securing
          the Congress Facility and the 8% Notes listed in Schedule 5.1(k); (ii)
          of Sherman Wire Company located in Sherman,  Grayson County, Texas, as
          such  real  property  and  related   interests  and  assets  are  more
          particularly  described  in the deeds of trust  securing  the Congress
          Facility and the 8% Notes listed in Schedule 5.1(k);  (iii) of Sherman
          Wire of Caldwell,  Inc., located in Caldwell,  Burleson County, Texas,
          as such real  property  and  related  interests  and  assets  are more
          particularly  described  in the deeds of trust  securing  the Congress
          Facility and the 8% Notes listed in Schedule  5.1(k);  (iv) of Sherman
          Wire Company  located in Gainesville,  Texas;  and (v) of FV Steel and
          Wire Company located in Hortonville, Wisconsin; and

     5.   All Products and Proceeds (as such terms are defined in the applicable
          Uniform  Commercial  Code)  of the  Collateral  described  in  items 1
          through 4 of this Schedule 7.1 and all  substitutions and replacements
          therefor.