FOURTH AMENDMENT TO AMENDED AND RESTATED
                      REVOLVING LOAN AND SECURITY AGREEMENT

     THIS FOURTH  AMENDMENT TO AMENDED AND RESTATED  REVOLVING LOAN AND SECURITY
AGREEMENT  (the "Fourth  Amendment") is entered into as of December 31, 1999, by
and between  KEYSTONE  CONSOLIDATED  INDUSTRIES,  INC.,  a Delaware  corporation
("Borrower"),   and  CONGRESS  FINANCIAL  CORPORATION  (CENTRAL),   an  Illinois
corporation ("Lender"). Except for terms which are expressly defined herein, all
capitalized  terms used herein shall have the meaning  subscribed to them in the
Loan Agreement (as defined below).

                                    RECITALS

     WHEREAS,  Borrower  and Lender  are  parties to that  certain  Amended  and
Restated Revolving Loan and Security Agreement dated as of December 29, 1995 (as
amended,  supplemented  or  otherwise  modified  from  time to time,  the  "Loan
Agreement").

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

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

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

I.       AMENDMENTS TO THE LOAN AGREEMENT

     A.   The definition of "Inventory Cap  Adjustment" in Section 1 of the Loan
          Agreement  is hereby  amended and  restated in its entirety to read as
          follows:

          "Inventory Cap  Adjustment"  shall mean, at any time,  the amount,  if
          any, by which the Inventory Utilization exceeds $30,000,000.

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

          "Maximum Credit" shall mean the amount of $60,000,000.


<PAGE>



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

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

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

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

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

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

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

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

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

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

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

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

          2.1 REVOLVING LOANS.

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

                    (i) the sum of:

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

                    (B) the sum of (a)  sixty  percent  (60%)  of the  value  of
                    Eligible Borrower Inventory which constitutes finished goods
                    and (b) the sum of  fifty-five  percent  (55%)  of  Eligible
                    Borrower Inventory excluding finished goods; plus

                    (ii)  provided  that  Caldwell is Solvent at the time of the
                    proposed Revolving Loans, the sum of:

                    (A) the lesser of $3,500,000, or

                    (B) (i)  eighty-five  percent  (85%)  of  Eligible  Caldwell
                    Accounts;  plus (ii) the sum of (x) sixty  percent  (60%) of
                    the value of Eligible  Caldwell  Inventory which constitutes
                    finished goods and (y) fifty-five percent (55%) of the value
                    of Eligible Caldwell  Inventory,  excluding  finished goods;
                    plus

                    (iii) provided that Fox Valley is Solvent at the time of the
                    proposed Revolving Loans, the sum of:

                          (A)      the lesser of $2,500,000, or

          (B) (I) EIGHTY-FIVE PERCENT (85%) OF ELIGIBLE FOX ACCOUNTS;  PLUS (ii)
     the sum of (x) sixty percent (60%) of Eligible Fox Valley  Inventory  which
     constitutes finished goods and (y) fifty-five percent (55%) of the value of
     Eligible Fox Valley INVENTORY, EXCLUDING FINISHED GOODS; LESS

                    (IV) ANY AVAILABILITY RESERVES; LESS

                    (v) the Inventory Cap Adjustment (the calculation determined
                    in this  Section  2.1(a) is  hereinafter  referred to as the
                    "Borrowing Base")

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

          3.1 Interest.

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

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

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

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

     G.   Section 3.3 of the Loan  Agreement  is hereby  amended by deleting the
          reference to "$5,000" and inserting "two thousand five hundred dollars
          ($2,500)" in place thereof.

     H.   Section 3 of the Loan  Agreement is hereby  amended by adding,  at the
          end of such section the following Section 3.4:

          3.4 Changes in Laws and Increased Costs of Loans.

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

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

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

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

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

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

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

     A.   FOURTH  AMENDMENT.  Borrower and Lender  shall have duly  executed and
          delivered this Fourth Amendment.

     B.   FEE. Lender shall have received a payment of One Hundred  Thousand and
          No/100  Dollars  ($100,000)  as a fee  for  the  renewal  of the  Loan
          Agreement and for Lender's execution of this Fourth Amendment.

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

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

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

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

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

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

V.       MISCELLANEOUS.

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

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

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

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

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

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

                                    [remainder of page intentionally left blank]

          S-1 IN WITNESS  WHEREOF,  the parties hereto have executed this Fourth
          Amendment as of the date first above written.

                                    CONGRESS FINANCIAL CORPORATION (CENTRAL)

                                    KEYSTONE CONSOLIDATED INDUSTRIES, INC.

                                    BY
                                    NAME:
                                    TITLE:

                                CONSENT

     By Guarantee dated September 27, 1996 (as amended,  the  "Guarantee"),  the
undersigned (the "Guarantor") guaranteed to Lender (as defined therein), subject
to the terms,  conditions and obligations set forth therein,  the prompt payment
and performance of all of the Guaranteed  Obligations (as defined therein).  The
Guarantor consents to Borrower's  execution of the foregoing  Amendment No. 4 to
Loan Agreement (the "Amendment;"  capitalized terms not otherwise defined herein
shall have the meaning  ascribed to them in the Amendment) and  acknowledges the
continued  validity,  enforceability  and  effectiveness  of the Guarantee  with
respect to all loans,  advances and  extensions  of credit to Borrower,  whether
heretofore  or  hereafter  made,  together  with all  interests  thereon and all
expenses in connection  therewith.  The Guarantor hereby acknowledges and agrees
to the increase in the amount of maximum credit extended to Borrower pursuant to
the Amendment  and  acknowledges  and agrees that the  Guarantee  applies to the
Obligations  owed by  Borrower  under and  pursuant  to the Loan  Agreement,  as
amended by the Amendment,  including,  without  limitation,  the increase in the
definitions of Inventory Cap  Adjustment  and Maximum Credit to $30,000,000  and
$60,000,000 respectively.

                                               SHERMAN WIRE COMPANY

                                               BY
                                               NAME:
                                               TITLE:

                                     CONSENT

     By  Confirmation  Agreement  dated  September  27,  1996,  relating to that
Amendment,  Ratification and  Confirmation of Secured  Guaranty  Agreement dated
December  29,  1995,  relating  to,  among  other  things the  Secured  Guaranty
Agreement  dated  October  16,  1987   (collectively,   the  "Guarantee"),   the
undersigned (the "Guarantor") guaranteed to Lender (as defined therein), subject
to the terms,  conditions and obligations set forth therein,  the prompt payment
and performance of all of the Obligations  (as defined  therein).  The Guarantor
consents  to  Borrower's  execution  of the  foregoing  Amendment  No. 4 to Loan
Agreement (the "Amendment;" capitalized terms not otherwise defined herein shall
have  the  meaning  ascribed  to them in the  Amendment)  and  acknowledges  the
continued  validity,  enforceability  and  effectiveness  of the Guarantee  with
respect to all loans,  advances and  extensions  of credit to Borrower,  whether
heretofore  or  hereafter  made,  together  with all  interests  thereon and all
expenses in connection  therewith.  The Guarantor hereby acknowledges and agrees
to the increase in the amount of maximum credit extended to Borrower pursuant to
the Amendment  and  acknowledges  and agrees that the  Guarantee  applies to the
Obligations  owed by  Borrower  under and  pursuant  to the Loan  Agreement,  as
amended by the Amendment,  including,  without  limitation,  the increase in the
definitions of Inventory Cap  Adjustment  and Maximum Credit to $30,000,000  and
$60,000,000 respectively.

                                               SHERMAN WIRE OF CALDWELL, INC.

                                               BY
                                               NAME:
                                               TITLE:

                                     CONSENT

     By  Confirmation  Agreement  dated  September  27,  1996,  relating to that
Guarantee  and  Waiver  and Rider No. 1 to  Guarantee  and  Waiver,  each  dated
December 30, 1993 (as amended,  collectively,  the "Guarantee"), the undersigned
(the  "Guarantor")  guaranteed  to Lender (as defined  therein),  subject to the
terms,  conditions and  obligations  set forth  therein,  the prompt payment and
performance  of all of the  Obligations  (as  defined  therein).  The  Guarantor
consents  to  Borrower's  execution  of the  foregoing  Amendment  No. 4 to Loan
Agreement (the "Amendment;" capitalized terms not otherwise defined herein shall
have  the  meaning  ascribed  to them in the  Amendment)  and  acknowledges  the
continued  validity,  enforceability  and  effectiveness  of the Guarantee  with
respect to all loans,  advances and  extensions  of credit to Borrower,  whether
heretofore  or  hereafter  made,  together  with all  interests  thereon and all
expenses in connection  therewith.  The Guarantor hereby acknowledges and agrees
to the increase in the amount of maximum credit extended to Borrower pursuant to
the Amendment  and  acknowledges  and agrees that the  Guarantee  applies to the
Obligations  owed by  Borrower  under and  pursuant  to the Loan  Agreement,  as
amended by the Amendment,  including,  without  limitation,  the increase in the
definitions of Inventory Cap  Adjustment  and Maximum Credit to $30,000,000  and
$60,000,000 respectively.

                                               FOX VALLEY STEEL AND WIRE COMPANY

                                               BY
                                               NAME:
                                               TITLE:

(A)      Relates to the acquisition of EWP.

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