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.




 
                                    -1-

<PAGE>



            (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



 
                                    -2-

<PAGE>



      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.



 
                                    -3-

<PAGE>




            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



 
                                    -4-

<PAGE>



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.


                            *          *          *



 
                                    -5-

<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


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





<PAGE>



                                    EXHIBIT A

                        COMMITMENT LIMITS AND PERCENTAGES
<TABLE>
<CAPTION>


<S>                      <C>              <C>                <C>                <C>
                         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                  
                         

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>
    


  

   








<PAGE>



                                    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.



<PAGE>



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





 
                                    -2-

<PAGE>



      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: ________________________






 
                                    -3-

<PAGE>



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


                             1. FLOATING RATE LOANS

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                              2. EURODOLLAR LOANS

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<PAGE>



                             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.


 








 
                                    -2-

<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: ________________________





 
 

 
                                    -3-

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

                             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.


 








 
                                    -2-

<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: ________________________






 
                                    -3-

<PAGE>


Schedule  Attached  to  Restated  Revolving  Note dated  August 21,  1998 of THE
COMPANY  payable  to the  order of  LaSalle  National  Bank  
--------------------------------------------------------------------------------
Date and  Amount of  Date and Amount
Revolving  Loan or   of Repayment or 
of  Conversion from  of Conversion into  Unpaid
another type of      another type of     Interest  Principal  Notation Made
Revolving  Loan      Revolving Loan      Period    Balance    by
    






                             1.  FLOATING RATE LOANS

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                             2.  EURODOLLAR LOANS

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