THIRD AMENDMENT AND WAIVER DATED AS OF OCTOBER 15, 1999
                TO CREDIT AGREEMENT DATED AS OF FEBRUARY 1, 1999


                  This Third Amendment and Waiver (this  "Amendment"),  dated as
of  October  21,  1999,  is made by and among  ALLIED  PRODUCTS  CORPORATION,  a
Delaware corporation (the "Company"),  the financial institutions parties hereto
(the  "Banks"),  and Bank of America,  N.A.  (formerly  known as Bank of America
National  Trust  and  Savings  Association),  as agent  for the  Banks  (in such
capacity,  the "Agent").  Terms defined in the Credit  Agreement (as hereinafter
defined)  shall  have the same  respective  meanings  when used  herein  and the
provisions of Section 13 of the Credit Agreement shall apply to this Amendment.

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

                  WHEREAS, the parties hereto are parties to that certain Second
Amended and Restated Credit Agreement,  dated as of February 1, 1999 (as amended
or modified  and in effect on the date  hereof,  the "Credit  Agreement")  which
provides,  subject to the terms  thereof,  for the Banks to extend credit to the
Company (in the form of Revolving Loans or Letters of Credit)  through  November
29, 1999;

                  WHEREAS,  pursuant to that certain letter agreement ("Bush Hog
Letter of Intent") dated July 15, 1999 among the Company,  CC  Industries,  Inc.
and Henry Crown and Company,  the parties thereto agreed,  subject to reaching a
definitive  agreement  ("Definitive  Agreement"),  to form a joint  venture that
would  own and  operate  the  Bush  Hog and  Great  Bend  Manufacturing  Company
divisions  (collectively  "Divisions")  of the  Company  through a newly  formed
Delaware limited liability company ("Newco" and sometimes also called "Bush Hog,
L.L.C.");

                  WHEREAS,  on or about October 21, 1999 the Company,  Bush Hog,
L.L.C.  and Bush Hog Investors,  L.L.C., a Delaware  limited  liability  company
("Crown")  entered into the  Definitive  Agreement  entitled  Limited  Liability
Company Interest Purchase and Asset  Contribution  Agreement dated as of October
21, 1999 (the "Purchase Agreement"), which provides, among other things, for the
Company to (i) form Newco and  initially  own 100% of the  membership  interests
therein (the "Newco Formation"), (ii) contribute to Newco assets (the "Purchased
Assets")  representing  substantially  all of the assets  (other  than  Excluded
Assets as  defined  in the  Purchase  Agreement)  of the  Divisions,  subject to
various Assumed  Liabilities (as defined in the Purchase  Agreement) and further
subject to various  Permitted  Exceptions  (as defined  therein),  including the
liens  of  the  Agent   pursuant  to  the   Collateral   Documents  (the  "Newco
Contribution"), (iii) on or before December 31, 1999, sell to Crown 80.1% of the
limited liability interests in Newco (the "Crown Interests") for a cash purchase
price of  approximately  $120,000,000,  subject to adjustment as provided in the
Purchase  Agreement  (such sale being herein called the "Newco Sale"),  and (iv)
the Company and Crown to enter into a Limited  Liability  Company Agreement (the
"Newco Operating  Agreement,  and together with the Newco  Formation,  the Newco
Contribution, and the Newco Sale, collectively, the "Newco Transactions");

                  WHEREAS,  the Company has  requested  that the Banks (i) amend
the  Credit  Agreement  so as to,  among  other  things,  extend  the  Revolving
Termination  Date to December 31, 1999, (ii) consent to the Newco  Transactions,
(iii) waive the Company's  non-compliance as of certain dates with the cash flow
and fixed charge covenants, and (iv) agree to certain other modifications to the
Credit Agreement as described herein; and

                  WHEREAS, the Banks and the Agent are willing to so consent and
to so amend and modify the Credit Agreement, subject to 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 are hereby acknowledged), the parties
hereto, intending legally to be bound, hereby agree as follows:

                                  I. AMENDMENT
                                     ---------

                  The Credit Agreement is hereby amended as follows:

                  1.1 Commitment.  Section  1.1.3 of the  Credit  Agreement  is
                      ----------
         amended so that the table therein shall read in its entirety:

                                  DATE OR PERIOD                     AMOUNT
                                  --------------                     ------

                       February 1, 1999 through March 31, 1999     $140,000,000
                       April 1, 1999 through December 30, 1999     $135,000,000
                       December 31, 1999                               Zero

                  1.2 Operating Cash Flow.  Section 10.5.2 of the Credit
                      -------------------
         Agreement is amended to read in its entirety as follows:

                           SECTION  10.5.2 Minimum  Consolidated  Operating Cash
                  Flow.  As of the end of any  calendar  month,  not  permit its
                  Consolidated  Operating  Cash  Flow  (measured  monthly  on  a
                  cumulative  basis for the related  calendar  year), to be less
                  than the amount applicable to such calendar month as follows:

                                  Calendar Month Ending                Amount
                                  ---------------------                ------

                                  August 31, 1999                $    518,000
                                  September 30, 1999             $  3,284,000
                                  October 31, 1999               $  1,621,000
                                  November 30, 1999              $  2,589,000

                  1.3 Newco.  Section 10.22 is amended by adding thereto
                      ------
         Section 10.22(c) as follows:

                           (c) Without limitation of the foregoing,  the Company
                  agrees  that it will (i)  execute and deliver to the Agent the
                  Company  Pledge  Agreement and (ii) cause Newco to execute and
                  deliver  to the Agent the Newco  Security  Agreement,  and the
                  Newco  Guaranty,  in each case  accompanied by such supporting
                  documents as the Agent shall require.

                  1.4 Borrowing  Base  Overadvance.  Section  13 of the  Credit
                      ----------------------------
         Agreement is amended by adding the following at the bottom of the table
         in the definition of Borrowing Base Overadvance:

                             December 1999                      $60,754,000


                  1.5 Extension of Revolving Termination Date. Section 13 of the
                      ---------------------------------------
         Credit Agreement is further amended so that the definition of Revolving
         Termination Date shall read in its entirety as follows:

                      Revolving  Termination  Date shall mean  December 31,1999.

                  1.6 Collateral  Documents.  Section 13 of the Credit Agreement
                      ---------------------
          is further  amended by adding  thereto the following definitions:

                      Company Collateral Documents shall mean all Collateral
                      ----------------------------
          Documents to   which   the   Company   is  a   party   or signatory.

                      Company  Pledge   Agreement  shall  mean  the  Pledge
                      ---------------------------
          Agreement of the Company, substantially in the form of Exhibit F, as
          the same may be amended or modified from time to time.

                      Company Pledge  Agreement  (Deposit  Accounts)  shall
                      ----------------------------------------------
          mean the Pledge Agreement (Deposit  Accounts) dated as of May 12,1999
          of the  Company, a copy of which is attached in the form of Exhibit G,
          as the same may be amended or modified from time to time

                      Company  Security  Agreement  shall mean the Security
                      ----------------------------
          Agreement  dated as of May 12, 1999 of the Company,  a copy of which
          is attached in the form of Exhibit H, as the same may beamended or
          modified from time to time.

                      Newco shall mean Bush Hog L.L.C.
                      -----

                      Newco Collateral Documents shall mean all Collateral
                      --------------------------
          Documents to which Newco is a party or signatory.

                      Newco Guaranty  shall mean the Guaranty  Agreement of
                      --------------
          Newco, substantially in the form of Exhibit I, as the same may be
          amended or modified from time to time.

                      Newco Security Agreement  shall  mean  a  Security
                      ------------------------
          Agreement of Newco, substantially in the form of Exhibit J, as the
          same may be amended or modified from time to time.

                  1.7 Loan Documents.  Section 13 of the Credit  Agreement is
                      --------------
          further  amended by adding the  following at the end ofthe definition
          of Loan Documents:

                      The term "Loan Documents" includes, without limitation,
          all Collateral Documents.

                  1.8 Subsidiary  Definition. Section 13 of the Credit Agreement
                      ----------------------
          is further amended by adding the following at the end of the
          definition of Subsidiary:

                  The term "Subsidiary" includes, without limitation,  Bush Hog,
          L.L.C.

                  1.9 Exhibits. The Credit Agreement is further amended by
                      --------
          adding thereto Exhibits F, G, H, I, J and K in the forms attached
          hereto.


                            II. CONSENTS AND RELEASES
                                ---------------------

                  2.1 Consent to Newco Formation. Notwithstanding Sections 10.14
                      --------------------------
of the Credit Agreement,  the Banks hereby consent to the Newco Formation,  such
consent  being  subject  to the  conditions  specified  in  Section  4.2 of this
Amendment.

                  2.2 Consent to Newco  Contribution.  Notwithstanding  Section
                      ------------------------------
10.14  of  the  Credit  Agreement,   the  Banks  hereby  consent  to  the  Newco
Contribution,  such consent  being  subject to (i) the  conditions  specified in
Section 4.2 of this  Amendment,  (ii) the condition that the Newco  Contribution
shall not occur until  immediately  prior to the consummation of the Newco Sale,
and (iii) the condition  that until the release by the Agent pursuant to Section
2.5 of this  Amendment,  the  Agent  shall  continue  to have a first  perfected
security  interest  in all of the  assets  of  Newco  (other  than  real  estate
interests which are not fixtures).

                  2.3 Consent to Newco Sale.  Notwithstanding  Section  10.13 of
                      ---------------------
the Credit Agreement, the Banks hereby consent to the Newco Sale, subject to (i)
the  receipt by the Agent of  immediately  available  funds (not to be less than
$118,000,000)  representing the Net Sale Proceeds of the Bush Hog Purchase Price
and (ii) the application thereof to the payment or prepayment of the Liabilities
pursuant to Section 6.3 of the Credit Agreement.

                  2.4.Consent to Newco  Operating  Agreement.  Notwithstanding
                      --------------------------------------
Sections  10.13 and 10.14 of the Credit  Agreement,  the Banks hereby consent to
the  execution by the Company and Newco of the Purchase  Agreement and the Newco
Operating Agreement.

                  2.5 Releases.  Concurrently  with the receipt by the Agent of
                      --------
immediately available funds (not to be less than $118,000,000)  representing the
Net Sale Proceeds of the Bush Hog Purchase Price, the Agent shall (and the Banks
hereby  direct the Agent to), (i) release the security  interest of the Agent in
the  assets of Newco and in the  assets of the  Company  representing  the Crown
Interests,  and (ii) release the Newco Guaranty, all pursuant to a Release to be
executed  by the Agent  substantially  in the form of Exhibit K hereto (it being
understood, however, that the Agent shall retain its security interest in all of
the assets of the Company not hereinabove specifically released).


                                   III. WAIVER
                                        ------

                  3.1 Waiver.  The Banks hereby waive (i)  noncompliance  by the
                      ------
Company  as of  August  31,  1999  and  September  30,  1999  with  the  minimum
consolidated  operating  cash flow  provision  of  Section  10.5.2 of the Credit
Agreement,  and (ii)  noncompliance  by the Company for the Fiscal Quarter ended
September 30, 1999 with the fixed charge  coverage  provision of Section 10.7 of
the Credit Agreement.

                  3.2 Limitation on Waiver.  Except as specifically set forth in
                      --------------------
Section 3.1 hereof,  the foregoing  waiver is specific in time and in intent and
does not constitute,  nor shall it be construed as, a waiver of any other right,
power or privilege under the Credit Agreement, or under any agreement, contract,
indenture,  document or other instrument mentioned in the Credit Agreement;  nor
does the foregoing waiver preclude other or further exercise of any right, power
or privilege  under this Amendment or the exercise of any other right,  power or
privilege,  nor shall the  waiver of any  right,  power,  privilege  or  default
hereunder, or under any agreement,  contract, indenture, document, or instrument
mentioned in the Credit  Agreement,  constitute a waiver of any other default of
the same or of any other term or provision.

                                   IV. GENERAL
                                       -------

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

                  (a) The Company is a  corporation  duly  existing  and in good
standing under the laws of Delaware.

                  (b) Newco is a limited  liability company duly existing and in
good standing under the laws of Delaware.

                  (c) The execution,  delivery and performance by the Company of
         this  Amendment  and the Company  Collateral  Documents  are within the
         Company's  power  and  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.

                  (d) The  execution,  delivery and  performance by Newco of the
         Newco Collateral Documents are within Newco's power and authority, have
         been  duly  authorized  by all  necessary  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
         articles of  organization  or operating  agreement of Newco,  or of any
         other agreement binding upon Newco or its property.

                  (e)  This  Amendment  and  the  Company  Collateral  Documents
         constitute the legal,  valid,  and binding  obligations of the Company,
         enforceable  against the Company in accordance with their terms, except
         as enforceability may be limited by applicable bankruptcy,  insolvency,
         or  similar  laws  affecting  the  enforcement  of  creditors'   rights
         generally or by equitable principles relating to enforceability.

                  (f) The  Newco  Collateral  Documents  constitute  the  legal,
         valid, and binding  obligations of Newco,  enforceable against Newco in
         accordance with their terms, except as enforceability may be limited by
         applicable  bankruptcy,  insolvency,  or  similar  laws  affecting  the
         enforcement of creditors'  rights generally or by equitable  principles
         relating to enforceability.

                  (g) As security for the Liabilities,  the Agent has (or in the
         case of Newco will have  immediately  following the Newco  Formation) a
         valid first priority  perfected  security interest in all assets of the
         Company  and Newco  (other  than  real  estate  interests  which do not
         constitute fixtures).

                  (h)  Except for any Event of  Default  or  Unmatured  Event of
         Default which will be cured by this Amendment  becoming  effective,  no
         Event of Default or  Unmatured  Event of Default  has  occurred  and is
         continuing or will result from this Amendment.

                  (i) The Company has  furnished to the Banks a true and correct
         copy of the Purchase Agreement (including attachments thereto).

                  4.2 Conditions Precedent to Effectiveness.  This  Amendment
                      -------------------------------------
shall become effective as of October 21, 1999 (the "Effective  Date"),  subject,
however,  to the  receipt  by the  Agent of the  following,  each  appropriately
completed  and duly  executed as required and  otherwise  in form and  substance
reasonably satisfactory to the Agent:

                  (a)  counterparts of this  Amendment,  executed by the Company
         and the Banks.

                  (b)  the Newco Security Agreement, executed by Newco;

                  (c)  the Newco Guaranty, executed by Newco;

                  (d) the Company  Pledge  Agreement,  executed by the  Company,
         together with (i) all  certificates  and instruments  representing  the
         entire  membership  interest  of the  Company  in  Newco,  and (ii) the
         agreement of Newco that it will comply with instructions  originated by
         the Agent without further consent of the Company;

                  (e) 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;

                  (f) certified  copies of the articles of organization  and the
         operating  agreement  of  Newco as in  effect  on the  Effective  Date,
         certified by an authorized person as of the Effective Date;

                  (g) a good standing  certificate  for Newco from the Secretary
         of State of the State of Delaware (or similar,  applicable Governmental
         Authority) as of a recent date;

                  (h) an opinion of Gardner, Carton and Douglas,  counsel to the
         Company  and  Newco,  substantially  in the form of  Exhibit I attached
         hereto;

                  (i) an opinion of Mark  Standefer,  counsel to the Company and
         Newco substantially in the form of Exhibit II hereto;

                  (j)  acknowledgment  copies of all UCC-l financing  statements
         filed,  registered or recorded to perfect the security interests of the
         Agent, or other evidence  satisfactory to the Agent that there has been
         filed,  registered  or  recorded  all  financing  statements  and other
         filings,  registrations  and  recordings  necessary  and  advisable  to
         perfect the Liens of the Agent in accordance with applicable law;

                  (k) written advice relating to such Lien and judgment searches
         as the Agent shall have requested,  and such termination  statements or
         other  documents as may be  necessary  to confirm  that the  Collateral
         furnished by Newco is subject to no other Liens in favor of any Persons
         (other than Permitted Liens);

                  (l)  evidence of the payment of all legal fees and expenses of
         the Agent heretofore billed to the Company;

                  (m) A certificate of the President or a Vice-President of the
         Company to the effect that (i) all necessary consents or approvals with
         respect to this Amendment have been obtained; and (ii) attached thereto
         is a true and correct copy of the Purchase Agreement;

                  (n) 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 and the documents  related hereto on
         behalf of the Company; and

                  (o) 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.

                  4.3 Documents Remain in Effect.  Except as amended or modified
                      --------------------------
by this Amendment, the 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.  References to the Credit
Agreement  in any other  document  shall be deemed to include a reference to the
Credit Agreement as amended or modified hereby, whether or not reference is made
to this Amendment.

                  4.4 Expenses. The Company covenants to pay to or reimburse the
                      --------
Agent,  upon demand,  for all costs and expenses  (including  legal expenses) in
connection  with  the  development,   preparation,  negotiation,  execution  and
delivery of this Amendment and the Loan Documents.

                  4.5 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 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.

                  (c) 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 of those provided by applicable law.

                  (d) Whenever possible,  each provision of this Amendment shall
be interpreted in such manner as to be effective and valid under applicable law;
but if any provision of this  Amendment  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.

                  (e) The Company acknowledges and agrees that the execution and
delivery by the Agent and the Banks of this Amendment shall not be deemed (i) to
create a course  of  dealing  or  otherwise  obligate  the Agent or the Banks to
forbear or execute similar amendments under the same or similar circumstances in
the future, or (ii) to amend, relinquish or impair any right of the Agent or the
Banks to receive any indemnity or similar payment from any Person or entity as a
result of any matter arising from or relating to this Amendment.

                  (f) This  Amendment  shall be  binding  upon and  inure to the
benefit of the parties and thereto and their respective  successors and assigns.
No third party beneficiaries are intended in connection with this Amendment.

                  (g)  This   Amendment   may  be  executed  in  any  number  of
counterparts,  each  of  which  shall  be  deemed  an  original,  but  all  such
counterparts together shall constitute but one and the same instrument.  Each of
the parties  hereto  understands  and agrees that this  document  (and any other
document  required  herein) may be delivered by any party thereto  either in the
form  of an  executed  original  or  an  executed  original  sent  by  facsimile
transmission  to be followed  promptly by mailing of a hard copy  original,  and
that  receipt  by the  Agent of a  facsimile  transmitted  document  purportedly
bearing  the  signature  of a Bank or the  Company  shall  bind such Bank or the
Company, respectively,  with the same force and effect as the delivery of a hard
copy  original.  Any  failure  by the Agent to  receive  the hard copy  executed
original of such  document  shall not diminish the binding  effect of receipt of
the facsimile  transmitted executed original of such document of the party whose
hard copy page was not received by the Agent.

                  (h)  This  Amendment,  together  with  the  Credit  Agreement,
contains the entire and exclusive agreement of the parties hereto with reference
to the matters discussed herein and therein. This Amendment supersedes all prior
drafts and  communications  with  respect  thereto.  This  Amendment  may not be
amended  except in accordance  with the provisions of Section 15.1 of the Credit
Agreement.

                                      * * *


<PAGE>



                  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, a
                                         Delaware corporation



                                         By:     /s/ Mark C. Standefer
                                                 ---------------------
                                         Name:       Mark C. standefer
                                                 ---------------------
                                         Title:      Vice President
                                                 ---------------------


                                         BANK OF AMERICA , N.A. (formerly
                                         known as Bank of America National Trust
                                         and Savings Association), as Agent



                                         By:     /s/ David A. Johnson
                                                 -----------------------
                                         Name:       David A. Johnson
                                                 -----------------------
                                         Title:      Vice President
                                                 -----------------------


                                         BANK OF AMERICA , N.A. (formerly known
                                         as Bank of America National Trust and
                                         Savings Association), in its individual
                                         corporate capacity



                                         By:     /s/ Peter J. Gates, Jr.
                                                 -----------------------
                                         Name:       Peter J. Gates, Jr.
                                                 -----------------------
                                         Title:      Vice President
                                                 -----------------------

                                         LASALLE NATIONAL BANK


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