AMENDMENT NO. 4 TO CREDIT AGREEMENT, DATED AS OF AUGUST 23, 1996


                  This  Amendment No. 4 (this  "Amendment"),  dated as of August
21,  1998,  is  made  by and  among  ALLIED  PRODUCTS  CORPORATION,  a  Delaware
corporation  (the  "Company"),  the  financial  institutions  party  hereto (the
"Banks"),  and Bank of  America  National  Trust  and  Savings  Association  (as
successor  by merger to Bank of  America  Illinois),  as agent for the Banks (in
such capacity,  the "Agent").  Terms defined in the Credit  Agreement shall have
the same  respective  meanings when used herein and the provisions of Section 13
of the Credit Agreement shall apply, mutatis mutandis, to this Amendment.

                              W I T N E S S E T H:
                              --------------------

                  WHEREAS,  the  parties  hereto  are  parties  to that  certain
Amended and Restated Credit Agreement,  dated as of August 23, 1996, (as amended
or modified and in effect on the date hereof,  the "Existing  Credit  Agreement"
and as amended and modified by this Amendment, the "Credit Agreement");

                  WHEREAS,  the  Company  has  requested  that the Banks and the
Agent  agree to amend and modify the  Existing  Credit  Agreement  as  described
herein; and

                  WHEREAS,  the Banks and the  Agent  are  willing  to amend and
modify the  Existing  Credit  Agreement  on the terms and  conditions  contained
herein;

                  NOW, THEREFORE,  in consideration of the premises,  the mutual
covenants  herein  contained  and other  good and  valuable  consideration  (the
receipt, adequacy and sufficiency of which is hereby acknowledged),  the parties
hereto, intending legally to be bound, hereby agree as follows:

                  1.       Amendments.  Subject to the satisfaction of the
                           -----------
conditions precedent set forth in Section 5 below, the Existing Credit Agreement
is hereby amended as follows:

                  (a) Section 1.1.3 of the Existing  Credit  Agreement  shall be
         amended by deleting each reference to  $145,000,000  contained  therein
         and replacing it with $152,500,000.

                  (b) Clause (b) of Section 6.1 of the Existing Credit Agreement
         shall be deleted in its entirety and replaced with the following:





                  "(b) On each  Commitment  Reduction Date set forth below (each
         called a "Commitment Reduction Date"), the aggregate Commitments of the
         Banks shall be automatically and permanently  reduced,  pro rata, in an
         amount  sufficient to reduce the aggregate  Commitments of the Banks to
         the principal amount set forth opposite such Commitment Reduction Date:

                  Commitment                        Maximum Commitments
                                                    -------------------
                  Reduction Date
                  --------------

                  October 31, 1998                  $145,000,000
                  March 31, 1999                           $100,000,000

                  On any date that the aggregate  unpaid principal amount of the
                  Revolving  Loans  plus  the  aggregate  Stated  Amount  of all
                  Letters of Credit  exceeds  the  aggregate  Commitment  of the
                  Banks, the Company shall immediately repay the Revolving Loans
                  in an amount equal to such excess."

                  (c) Section 10.19 of the Existing Credit  Agreement is deleted
         in its entirety and replaced with the following:

                  "Section 10.19 Use of Proceeds. To the extent the
                                 ---------------
         principal  amount of Revolving  Loans plus the Stated Amount of Letters
         of Credit  exceeds  $100,000,000,  cause an amount of proceeds at least
         equal  to  such  excess  to be used by the  Company's  Verson  Division
         ("Verson") for the purpose of funding  working  capital with respect to
         active  and  outstanding   binding  purchase  contracts  (of  at  least
         corresponding  size in the  aggregate)  between  Verson  and Ford Motor
         Company,  Chrysler Corporation and General Motors, in each case for the
         purchase of new steel presses, it being understood that (I) in the case
         of contracts  with Chrysler  Corporation,  such  contracts  shall be in
         excess of $10,000,000 and shall not provide for progress payments,  and
         (ii) prior to the use of such  proceeds,  the Company  shall furnish to
         each Bank summaries of such contracts  together with payment  schedules
         and such other  information  as either Bank may  request in  connection
         therewith;   provided  that   notwithstanding  the  foregoing,   up  to
         $7,500,000 of the principal of such proceeds in excess of  $100,000,000
         may be used to  repurchase  common  stock of the Company in  accordance
         with Section 10.9"

                  (d) Exhibit A to the Existing  Credit  Agreement is deleted in
         its entirety and replaced with Exhibit A attached hereto.

                  2.       Documents Remain in Effect.  Except as amended and
                           --------------------------
modified by this Amendment, the Existing Credit Agreement remains







in full force and  effect and the  Company  confirms  that its  representations,
warranties,   agreements  and  covenants   contained  in,  and  obligations  and
liabilities under, the Credit Agreement and each of the other Loan Documents are
true and correct in all material respects as if made on the date hereof,  except
where  such  representation,  warranty,  agreement  or  covenant  speaks as of a
specified date.

                  3.       References in Other Documents.  References to the
                           ------------------------------
Existing  Credit  Agreement in any other  document  shall be deemed to include a
reference  to the Credit  Agreement,  whether or not  reference  is made to this
Amendment.

                  4.       Representations.  The Company hereby represents and
                           ----------------
warrants to the Banks and the Agent that:

                  (a) The execution,  delivery and performance of this Amendment
         and  the  Restated  Notes  (as  hereinafter  defined)  are  within  the
         Company's  corporate  authority,  have  been  duly  authorized  by  all
         necessary  corporate action,  have received all necessary  consents and
         approvals  (if  any  shall  be  required),  and do  not  and  will  not
         contravene or conflict with any provision of law or of the  Certificate
         of Incorporation or By-laws of the Company or its  Subsidiaries,  or of
         any other  agreement  binding upon the Company or its  Subsidiaries  or
         their respective property;

                  (b) This  Amendment  and the  Restated  Notes  constitute  the
         legal,  valid,  and binding  obligations  of the  Company,  enforceable
         against the Company in accordance with its terms; and

                  (c) no Default has occurred and is  continuing  or will result
         from this Amendment or the Restated Notes.

                  5.       Conditions Precedent.  The effectiveness of this
                           ---------------------
Amendment is subject to the receipt by the Agent of each of the following,  each
appropriately  completed and duly executed as required and otherwise in form and
substance satisfactory to the Agent:

                  (a) Certified  copies of resolutions of the Board of Directors
         of the Company  authorizing  or ratifying the  execution,  delivery and
         performance by the Company of this Amendment and the Restated Notes;

                  (b) A certificate of the President or a Vice- President of the
         Company that all necessary  consents or approvals  with respect to this
         Amendment and the Restated Notes have been obtained;






                  (c) A certificate  of the Secretary or Assistant  Secretary of
         the Company,  certifying  the name(s) of the  officer(s) of the Company
         authorized to sign this Amendment, the Restated Notes and the documents
         related hereto on behalf of the Company;

                  (d) Restated  Revolving  Notes, in the form attached hereto as
         Exhibit B, payable to the order of each Bank in principal  amount equal
         to such Bank's aggregate Commitment;

                  (d) An opinion of Mark  Standefer  covering  those matters set
         forth in clauses (a) and (b) of Section 4 and such other legal  matters
         as the Agent or its counsel may request; and

                  (e) Such other  instruments,  agreements  and documents as the
         Agent may  reasonably  request,  in each case duly executed as required
         and otherwise in form and substance satisfactory to the Banks.

                  6.       Miscellaneous.
                         --------------

                  (a)  Section   headings   used  in  this   Amendment  are  for
convenience  of reference  only, and shall not affect the  construction  of this
Amendment.

                  (b) This  Amendment  and any  amendment  hereof or  supplement
hereto  may be  executed  in any  number of  counterparts  and by the  different
parties on separate counterparts and each such counterpart shall be deemed to be
an original, but all such counterparts shall together constitute but one and the
same agreement.

                  (c) This Amendment shall be a contract made under and governed
by the  internal  laws of the  State  of  Illinois,  without  giving  effect  to
principles of conflicts of laws.

                  (d) All obligations of the Company and rights of the Banks and
the  Agent,  that  are  expressed  herein,  shall be in  addition  to and not in
limitation to those provided by applicable law.

                  (e) Whenever  possible,  each  provision of this Amendment and
the Restated  Notes shall be  interpreted  in such manner as to be effective and
valid under  applicable  law;  but if any  provision  of this  Amendment  or the
Restated  Notes shall be  prohibited by or invalid  under  applicable  law, such
provision shall be ineffective to the extent of such  prohibition or invalidity,
without invalidating the remainder of such provision or the remaining provisions
of this Amendment or the Restated Notes.






                  (f) This  Amendment  and the  Restated  Notes shall be binding
upon the Company,  the Banks and the Agent and their  respective  successors and
assigns,  and shall inure to the benefit of the Company, the Banks and the Agent
and their respective successors and assigns.


                          *          *          *






                  IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  the
execution and delivery hereof by their respective representatives thereunto duly
authorized as of the date first herein appearing.


                                     ALLIED PRODUCTS CORPORATION


                                     By: /s/ Richard A. Drexler
                                        ---------------------------------
                                     Name:   Richard A. Drexler
                                          -------------------------------
                                     Title: Chairman & CEO
                                           ------------------------------



                                     BANK OF AMERICA NATIONAL TRUST AND
                                     SAVINGS ASSOCIATION (as successor by
                                     merger to Bank of America Illinois),
                                     as Agent


                                     By: /s/ Sean Grimes
                                        ---------------------------------
                                     Name:   Sean Grimes
                                          -------------------------------
                                     Title: Agency Officer
                                           ------------------------------



                                     BANK OF AMERICA NATIONAL TRUST AND
                                     SAVINGS ASSOCIATION (as successor by
                                     merger to Bank of America Illinois),
                                     in its individual corporate capacity


                                     By: /s/ Rhomes Ritter
                                        --------------------------------------
                                     Name:    Rhomes Ritter
                                          ------------------------------------
                                     Title:   Vice President
                                           -----------------------------------


                                     LASALLE NATIONAL BANK


                                     By: /s/ Mary Lou Bartlett
                                        -------------------------------------
                                     Name:   Mary Lou Bartlett
                                          -----------------------------------
                                     Title: Vice President
                                           ----------------------------------









                                    EXHIBIT A

                        COMMITMENT LIMITS AND PERCENTAGES
<TABLE>
<CAPTION>


                                      Column I:         Column II:             Column III:        Column IV:
                                      Amount of         Amount of Letter       Total Amount of
Name of Bank                          Revolving Loan    of Credit              Commitments        Percentage
                                      Commitment        Commitment

<S>                                   <C>               <C>                    <C>                <C>
BANK OF AMERICA                       $106,750,000      $14,000,000            $106,750,000            70%
NATIONAL TRUST AND
SAVINGS ASSOCIATION
LASALLE NATIONAL BANK                 $ 45,7500,000     $ 6,000,000            $ 45,750,000            30%
                            TOTALS    $152,500,000      $20,000,000            $152,500,000           100%



</TABLE>






                                    EXHIBIT B

                                     FORM OF
                             RESTATED REVOLVING NOTE


$ __________________                                            August __, 1998
                                                              Chicago, Illinois


         On or before the Revolving  Termination  Date (as defined in the Credit
Agreement referred to below), the undersigned,  for value received,  promises to
pay  to  the   order  of   __________________   at  the   principal   office  of
__________________________  (the "Bank"), in Chicago,  Illinois  _______________
Dollars  ($_______)  or, if less,  the aggregate  unpaid amount of all Revolving
Loans made by the payee to the undersigned  pursuant to the Credit Agreement (as
shown in the records of the payee or, at the  payee's  option,  on the  schedule
attached hereto and any continuation thereof).

         The  undersigned  further  promises  to  pay  interest  on  the  unpaid
principal  amount of each Revolving Loan evidenced  hereby from the date of such
Revolving Loan until such Revolving Loan is paid in full, payable at the rate(s)
and at the time(s) set forth in the Credit Agreement. Payments of both principal
and interest are to be made in lawful money of the United States of America.

         This Restated Revolving Note evidences indebtedness incurred under, and
is subject to the terms and  provisions  of, the  Amended  and  Restated  Credit
Agreement,  dated as of August 23, 1996, as amended (herein,  as further amended
or otherwise modified from time to time, called the "Credit Agreement"), between
the  undersigned,  various  banks  (including  the  payee)  and Bank of  America
National Trust and Savings Association,  as agent for the Banks, to which Credit
Agreement  reference is hereby made for a statement of the terms and  provisions
under which this  Restated  Revolving  Note may or must be paid prior to its due
date or may have its due date accelerated.  Terms used but not otherwise defined
herein are used herein as defined in the Credit Agreement.

         In  addition  to  and  not  in  limitation  of the  foregoing  and  the
provisions of the Credit Agreement, the undersigned further agrees, subject only
to any limitation  imposed by applicable  law, to pay all  reasonable  expenses,
including reasonable attorneys' fees and legal expenses,  incurred by the holder
of this Restated  Revolving Note in  endeavoring to collect any amounts  payable
hereunder which are not paid when due, whether by acceleration or otherwise.

         This Restated Revolving Note is made under and governed by the internal
laws of the State of Illinois.








         This Restated  Revolving  Note is issued in  replacement of a Revolving
Note issued pursuant to the Credit  Agreement on June 30, 1998. The indebtedness
evidenced by this Note represents an extension and renewal of indebtedness owing
to the payee.


                                               ALLIED PRODUCTS CORPORATION



                                               By: ___________________________
                                               Title: ________________________










Schedule  Attached  to  Restated  Revolving  Note dated  August 21,  1998 of THE
COMPANY payable to the order of

Date and Amount    Date and Amount
of Revolving       of Repayment or
Loan or of         of Conversion
Conversion from    into another                    Unpaid        Notation Made
another type of    type of             Interest    Principal     by
Revolving Loan     Revolving Loan      Period      Balance

                             1. FLOATING RATE LOANS

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                               2. EURODOLLAR LOANS

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                             RESTATED REVOLVING NOTE


$ 106,750,000                                                  August 21, 1998
                                                             Chicago, Illinois


         On or before the Revolving  Termination  Date (as defined in the Credit
Agreement referred to below), the undersigned,  for value received,  promises to
pay to the order of Bank of America National Trust and Savings  Association (the
"Bank"), at its office located at 231 South LaSalle Street,  Chicago,  Illinois,
One Hundred Six Million Seven Hundred Fifty Thousand Dollars  ($106,750,000) or,
if less, the aggregate unpaid amount of all Revolving Loans made by the payee to
the undersigned pursuant to the Credit Agreement (as shown in the records of the
payee or,  at the  payee's  option,  on the  schedule  attached  hereto  and any
continuation thereof).

         The  undersigned  further  promises  to  pay  interest  on  the  unpaid
principal  amount of each Revolving Loan evidenced  hereby from the date of such
Revolving Loan until such Revolving Loan is paid in full, payable at the rate(s)
and at the time(s) set forth in the Credit Agreement. Payments of both principal
and interest are to be made in lawful money of the United States of America.

         This Restated Revolving Note evidences indebtedness incurred under, and
is subject to the terms and  provisions  of, the  Amended  and  Restated  Credit
Agreement,  dated as of August 23, 1996, as amended (herein,  as further amended
or otherwise modified from time to time, called the "Credit Agreement"), between
the  undersigned,  various  banks  (including  the  payee)  and Bank of  America
National Trust and Savings Association,  as agent for the Banks, to which Credit
Agreement  reference is hereby made for a statement of the terms and  provisions
under which this  Restated  Revolving  Note may or must be paid prior to its due
date or may have its due date accelerated.  Terms used but not otherwise defined
herein are used herein as defined in the Credit Agreement.

         In  addition  to  and  not  in  limitation  of the  foregoing  and  the
provisions of the Credit Agreement, the undersigned further agrees, subject only
to any limitation  imposed by applicable  law, to pay all  reasonable  expenses,
including reasonable attorneys' fees and legal expenses,  incurred by the holder
of this Restated  Revolving Note in  endeavoring to collect any amounts  payable
hereunder which are not paid when due, whether by acceleration or otherwise.

         This Restated Revolving Note is made under and governed by the internal
laws of the State of Illinois.








         This Restated  Revolving  Note is issued in  replacement  of a Restated
Revolving  Note issued  pursuant to the Credit  Agreement on June 30, 1998.  The
indebtedness  evidenced  by this Note  represents  an  extension  and renewal of
indebtedness owing to the payee.


                           ALLIED PRODUCTS CORPORATION



                         By: ___________________________
                         Title: ________________________









<PAGE>



Schedule  Attached  to  Restated  Revolving  Note dated  August 21,  1998 of THE
COMPANY  payable  to the order of Bank of  America  National  Trust and  Savings
Association

Date and Amount      Date and Amount
of Revolving         of Repayment or
Loan or of           of Conversion
Conversion from      into another                     Unpaid     Notation Made
another type of      type of             Interest    Principal   by
Revolving Loan       Revolving Loan      Period      Balance

                             1. FLOATING RATE LOANS

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                               2. EURODOLLAR LOANS

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<PAGE>



                             RESTATED REVOLVING NOTE


$ 45,750,000                                                   August 21, 1998
                                                             Chicago, Illinois


         On or before the Revolving  Termination  Date (as defined in the Credit
Agreement referred to below), the undersigned,  for value received,  promises to
pay to the order of LaSalle  National Bank (the "Bank"),  at its offices located
at 120 South LaSalle Street,  Chicago,  Illinois 60603, Forty-Five Million Seven
Hundred Fifty Thousand Dollars  ($45,750,000)  or, if less, the aggregate unpaid
amount of all Revolving Loans made by the payee to the  undersigned  pursuant to
the Credit  Agreement  (as shown in the  records of the payee or, at the payee's
option, on the schedule attached hereto and any continuation thereof).

         The  undersigned  further  promises  to  pay  interest  on  the  unpaid
principal  amount of each Revolving Loan evidenced  hereby from the date of such
Revolving Loan until such Revolving Loan is paid in full, payable at the rate(s)
and at the time(s) set forth in the Credit Agreement. Payments of both principal
and interest are to be made in lawful money of the United States of America.

         This Restated Revolving Note evidences indebtedness incurred under, and
is subject to the terms and  provisions  of, the  Amended  and  Restated  Credit
Agreement,  dated as of August 23, 1996, as amended (herein,  as further amended
or otherwise modified from time to time, called the "Credit Agreement"), between
the  undersigned,  various  banks  (including  the  payee)  and Bank of  America
National Trust and Savings Association,  as agent for the Banks, to which Credit
Agreement  reference is hereby made for a statement of the terms and  provisions
under which this  Restated  Revolving  Note may or must be paid prior to its due
date or may have its due date accelerated.  Terms used but not otherwise defined
herein are used herein as defined in the Credit Agreement.

         In  addition  to  and  not  in  limitation  of the  foregoing  and  the
provisions of the Credit Agreement, the undersigned further agrees, subject only
to any limitation  imposed by applicable  law, to pay all  reasonable  expenses,
including reasonable attorneys' fees and legal expenses,  incurred by the holder
of this Restated  Revolving Note in  endeavoring to collect any amounts  payable
hereunder which are not paid when due, whether by acceleration or otherwise.

         This Restated Revolving Note is made under and governed by the internal
laws of the State of Illinois.








<PAGE>



         This Restated  Revolving  Note is issued in  replacement  of a Restated
Revolving  Note issued  pursuant to the Credit  Agreement on June 30, 1998.  The
indebtedness  evidenced  by this Note  represents  an  extension  and renewal of
indebtedness owing to the payee.


                                                ALLIED PRODUCTS CORPORATION



                                                By: ___________________________
                                                Title: ________________________








Schedule  Attached  to  Restated  Revolving  Note dated  August 21,  1998 of THE
COMPANY payable to the order of LaSalle National Bank

Date and Amount      Date and Amount
of Revolving         of Repayment or
Loan or of           of Conversion
Conversion from      into another                    Unpaid       Notation Made
another type of      type of            Interest     Principal     by
Revolving Loan       Revolving Loan     Period       Balance

                             1. FLOATING RATE LOANS

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                               2. EURODOLLAR LOANS

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