<PAGE>

                                                                EXHIBIT 10 B




               FIRST AMENDMENT AND WAIVER DATED AS OF APRIL 15, 1999 
                  TO CREDIT AGREEMENT DATED AS OF FEBRUARY 1, 1999


          This First Amendment and Waiver (this "Amendment"), dated as of 
April 15, 1999, 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 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");

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

          WHEREAS, the Banks and the Agent are willing to amend and modify 
the 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:

                                    I.  AMENDMENT

          1.   AMENDMENTS.  Subject to the satisfaction of the conditions 
precedent set forth in Section 3.2 below, the Credit Agreement is hereby 
amended as follows:

          Section 1.1.3(a) of the Credit Agreement is amended to read in its
     entirety as follows:  


<PAGE>


               SECTION 1.1.3  COMMITMENT LIMITS.  Notwithstanding any other
          provision of this Agreement (a) the aggregate principal amount of the
          Revolving Loans which all Banks are committed to lend to the Company
          together with the Stated Amount of all Letters of Credit then
          outstanding shall not at any one time exceed the lesser of (i) the
          Borrowing Base  or (ii) the following amounts (less in each case any
          reductions made pursuant to SECTION 6.1 or SECTION 6.3) during the
          following period:

               MONTH ENDING                          AMOUNT

               February 28, 1999                  $140,000,000
               March 31, 1999                     $140,000,000
               April 30, 1999                     $135,000,000
               May 31, 1999                       $135,000,000
               June 30, 1999                      $135,000,000
               July 31, 1999                      $118,000,000
               August 31, 1999                    $115,000,000
               September 30, 1999                 $118,000,000
               October 31, 1999                   $115,000,000
               November 30, 1999                  $115,000,000
               December 31, 1999                  $110,000,000
               January 31, 2000                   $110,000,000
               February 28, 2000                  Zero

     
          Section 5.2 of the Credit Agreement is amended to read in its entirety
     as follows:

               SECTION 5.2  FACILITY FEE.  The Company agrees to pay each Bank a
          facility fee, for the period from and including the Effective Date to
          and including the Revolving Termination Date, on the total Commitments
          (whether used or unused) (as the same may be reduced by SECTION 6.1 or
          SECTION 6.3).  Such facility fee shall be payable in arrears on the
          last day of each Fiscal Quarter and on the Revolving Termination Date
          for any period then ending for which such facility fee shall not have
          been theretofore paid.  The facility fee shall be computed at the rate
          of 0.50% per annum for the actual number of days elapsed on the basis
          of a year of 360 days.  The facility fee shall be determined without
          regard to any Borrowing Base limitation or any Event of Default or
          Unmatured Event of Default.

          Section 6.1(c) of the Credit Agreement is amended to read in its
     entirety, as follows:

               (c)  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 Commitments of the Banks (whether as a
          result of a Borrowing Base shortfall, a reduction in the Commitments,
          or otherwise), the


                                       -2-

<PAGE>


          Company shall immediately repay the Revolving Loans or, in the case
          of the Letters of Credit, furnish to the Agent cash collateral, in
          an amount equal to such excess.
          
          
          Section 6.3 of the Credit Agreement is amended to read its entirety as
     follows:  

               SECTION 6.3  MANDATORY PREPAYMENTS.  (a)  If the Company or any
          Subsidiary shall issue new common or preferred equity or any
          Indebtedness for borrowed money, the Company shall promptly notify the
          Agent of the estimated Net Issuance Proceeds of such issuance to be
          received by the Company in respect thereof.  Promptly upon, and in no
          event later than 5 Business Days after, receipt by the Company or a
          Subsidiary of Net Issuance Proceeds of such issuance, the Company
          shall prepay the Revolving Loans and other Liabilities in an aggregate
          amount equal to 100% of the amount of such Net Issuance Proceeds.  Net
          Issuance Proceeds which arise from the incurrence of purchase money
          Indebtedness or Capital Lease Obligations shall not be required to be
          applied as a prepayment pursuant to this Section 6.3.

               (b)  If the Company or any Subsidiary shall enter into any
          agreement for the sale or disposition of any substantial part of its
          assets outside the ordinary course of business, the Company shall
          promptly notify the Agent of the terms thereof, including the
          estimated Net Sale Proceeds (it being understood that any sale outside
          of the ordinary course of business of all or any substantial part of
          the assets of the Company or any Subsidiary is subject to the consent
          of the Required Banks pursuant to Section 10.13).  Promptly, and in
          any event within 5 Business Days after receipt by the Company or any
          Subsidiary of the Net Sale Proceeds of such sale, the Company shall
          prepay the Revolving Loans and other Liabilities in an aggregate
          principal amount equal to 100% of the amount of such Net Sale
          Proceeds.

               (c)  Notwithstanding any provision to the contrary in Section
          6.3(a) or 6.3(b), the Company shall not be obligated to pay over to
          the Agent any Net Issuance Proceeds or Net Sale Proceeds in excess of
          the aggregate Liabilities then outstanding (it being understood that
          for this purpose the undrawn amount of Letters of Credit shall
          constitute Letter of Credit Liabilities and that the amounts prepaid
          to the Agent in respect of such Letter of Credit Liabilities shall be
          held by the Agent as cash collateral for such Letter of Credit
          Liabilities).

          Section 10.1.3 of the Credit Agreement is amended to read in its
     entirety as follows:
          
               
          SECTION 10.1.3  MONTHLY REPORTS.  (a) Within 30 days after the end of
          each calendar month occurring after April 30, 1999, a Directors'
          Statement which at a minimum provides (i) the unaudited financial
          statements (including, without limitation, consolidated and
          consolidating balance sheets of the Company and its Subsidiaries as of
          the end of such month and related changes in financial position


                                       -3-

<PAGE>


          together with statements of income) of the Company and its
          Subsidiaries, prepared in substantially the same manner as Schedule
          10.1.3, (ii) a status report as to the Verson Division of the Company,
          (iii) an accounts payable aging by division, and (iv) a jobs in
          progress report.
               
               (b)  Within 15 days after the end of each calendar month
          occurring after April 30, 1999, the Company shall deliver to Agent the
          following:  (i) an updated Borrowing Base Report, (ii) a receivables
          aging certificate in a form reasonably acceptable to the Agent, and
          (iii) a certificate containing a computation of the debt coverage
          ratio in Section 10.8.  
               
               (c)  All items furnished pursuant to this Section 10.1.3(a) and
          (b) shall be in a form reasonably acceptable to the Required Banks and
          shall be signed by the Chief Accounting Officer of the Company.
     
          Section 10.5.1 of the Credit Agreement is amended to read in its
     entirety as follows:
          
               SECTION 10.5.1  CAPITAL EXPENDITURES.  Not permit the
          consolidated capital expenditures of the Company and its Subsidiaries
          (including Capital Lease Obligations) in any fiscal year to exceed
          $10,000,000; provided, however, that the amount applicable to fiscal
          year 1999 shall exclude Capital Expenditures of up to $5,000,000
          related to the Verson Division's facility expansion project as carried
          over from fiscal year 1998.
               
          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 Fiscal Quarter, not permit its Consolidated Operating
          Cash Flow (measured quarterly on a cumulative basis for the related
          calendar year), to be less than the amount applicable to such Fiscal
          Quarter as follows:

<TABLE>
<CAPTION>
                                    AMOUNT BEFORE     AMOUNT AFTER
                                    COLLATERAL GRANT  COLLATERAL GRANT
            FISCAL QUARTER ENDING
<S>                                <C>               <C>
            June 30, 1999           ($  1,009,000)     ($  1,333,000)
            September 30, 1999       $  5,150,000       $  4,177,000
            December 31, 1999        $ 14,407,000       $ 11,376,000
</TABLE>

          Section 10.5.3 (net worth) of the Credit Agreement is amended to read
     in its entirety as follows (it being understood that the text of such
     section is deleted):


               SECTION 10.5.3  [Reserved]


                                       -4-

<PAGE>


          Section 10.6 (Funded Debt/Operating Cash Flow Ratio) of the Credit
     Agreement is amended to read in its entirety as follows (it being
     understood that the text of such Section is deleted):
          
               SECTION 10.6  [Reserved]
     
          Section 10.7 of the Credit Agreement is amended to read in its
     entirety as follows:
          
               SECTION 10.7  CONSOLIDATED FIXED CHARGE COVERAGE.  Not permit for
          any Fiscal Quarter the ratio ("Consolidated Fixed Charge Ratio") of
          (a) Consolidated Adjusted Operating Cash Flow to (b) interest expense
          (before any deferral and capitalization of such interest, but
          including attributable interest from Capitalized Lease Obligations)
          plus rental expense of the Company and its Subsidiaries on a
          consolidated basis during such period, to be less than the ratio
          applicable to such Fiscal Quarter, as follows:


<TABLE>
<CAPTION>

                                       RATIO BEFORE        RATIO AFTER
            FISCAL QUARTER ENDING    COLLATERAL GRANT    COLLATERAL GRANT
<S>                                      <C>                 <C>
            September 30, 1999            1.40:1              1.15:1
            December 31, 1999             2.00:1              2.00:1

</TABLE>

          Section 10.8 of the Credit Agreement is amended to read in its
     entirety as follows:
          
               SECTION 10.8  MINIMUM DEBT COVERAGE.  As of the end of any
          calendar month, not permit the ratio of (a) the sum of (i) the
          accounts receivable of the Company and its Subsidiaries, plus (ii) the
          book value of inventory of the Company and its Subsidiaries (provided
          that the value of such inventory shall not exceed 150% of the net
          amount of accounts receivable under clause (i) above), plus (iii) cash
          and cash equivalents (determined according to GAAP) of the Company and
          its Subsidiaries less (iv) accounts payable of the Company and its
          Subsidiaries to (b) the aggregate principal amount of all Indebtedness
          of the Company and its Subsidiaries, to be less than the ratio
          applicable to such calendar month as follows:


                                       -5-

<PAGE>

<TABLE>
<CAPTION>
               
              CALENDAR MONTH           RATIO BEFORE         RATIO AFTER
              ENDING                 COLLATERAL GRANT     COLLATERAL GRANT
             <S>                       <C>                  <C>
              April 30, 1999            0.85 to 1            0.62 to 1
              May 31, 1999              0.80 to 1            0.60 to 1
              June 30, 1999             0.80 to 1            0.60 to 1
              July 31, 1999             0.75 to 1            0.57 to 1
              August 31, 1999           0.75 to 1            0.56 to 1
              September 30, 1999        0.80 to 1            0.60 to 1
              October 31, 1999          0.80 to 1            0.61 to 1
              November 30, 1999         0.85 to 1            0.64 to 1
              December 31, 1999         0.85 to 1            0.66 to 1
              January 31, 2000          0.85 to 1            0.66 to 1
</TABLE>

          Section 10.9 of the Credit Agreement is amended to read in its
     entirety as follows:

               SECTION 10.9  PURCHASE OR REDEMPTION OF COMPANY'S SECURITIES;
          DIVIDEND RESTRICTIONS.  Not purchase or redeem any shares of the
          capital stock of the Company, declare or pay any dividends thereon
          (other than stock dividends), make any distribution to stockholders or
          set aside any funds for any such purpose, and not prepay, purchase or
          redeem, and not permit any Subsidiary to purchase, any subordinated
          indebtedness of the Company; PROVIDED HOWEVER, that so long as no
          Event of Default or Unmatured Event of Default exists or would result
          therefrom, the Company may, in its sole discretion, pay or declare
          cash dividends to the holders of common stock of the Company, but not
          in excess of $2,000,000 in the aggregate for all such dividends
          declared or paid in any fiscal year.
          
          Section 10 of the Credit Agreement is further amended by adding
     Section 10.22 as follows:
     
                    SECTION 10.22.  COLLATERAL.  (a)  On or before May 15, 1999,
          the Company (i) shall grant and cause each of its Subsidiaries to
          grant to the Agent, for the prorata benefit of the Banks, as security
          for the Liabilities, a lien upon and security interest in all of the
          assets of every description (whether now or hereafter existing or
          acquired) of the Company and its Subsidiaries (other than real estate
          interests), and (ii) at its expense, execute and deliver and cause to
          be executed and delivered to the Agent any and all Collateral
          Documents, and take all further action that may be required under
          applicable law, or that the Agent or the Required Banks may reasonably
          request, in order to grant, preserve, protect and perfect the validity
          and first priority of the security interests created pursuant to such
          Collateral Documents.

               (b)  In addition, from time to time after May 15, 1999, the
          Company will, at its expense, promptly execute and deliver or cause to
          be executed and delivered to the Agent such additional Collateral
          Documents, and take such additional action, all as may from time to
          time be reasonably requested by the


                                       -6-

<PAGE>


          Agent or the Required Banks, in order to preserve, protect and
          perfect the validity and first priority of the security interests
          created pursuant to the Collateral Documents (it being understood
          that it is the intent of the parties that the Liabilities shall be
          secured by all the assets of the Company and its Subsidiaries
          (other than real estate interests) and that such security
          interests will be created under such Collateral Documents as shall be
          in form and substance reasonably satisfactory to the Agent and the
          Required Banks).

          Section 12.1.5 of the Credit Agreement is amended to read in its
     entirety as follows:
     
               
               SECTION 12.1.5  NON-COMPLIANCE WITH THIS AGREEMENT.  Failure by
          the Company to comply with or to perform any provision of this
          Agreement (and not constituting an Event of Default under any other
          provision of this SECTION 12) and (except for Section 10.22 as to
          which no notice or grace period shall apply) continuance of such
          failure for 15 days after notice thereof to the Company from the
          Agent, any Bank, or the holder of any Revolving Note.
     
          Section 13 of the Credit Agreement is amended so that the definition
     of Borrowing Base Overadvance shall read in its entirety as follows:

               BORROWING BASE OVERADVANCE shall for each month set forth below
          mean an amount as follows:

<TABLE>
<CAPTION>
                    MONTH                      OVERADVANCE AMOUNT
                   <S>                           <C>
                    January 1999                  $40,000,000
                    February 1999                 $40,000,000
                    March 1999                    $40,000,000
                    April 1999                    $40,000,000
                    May 1999                      $46,700,000
                    June 1999                     $47,600,000
                    July 1999                     $41,600,000
                    August 1999                   $42,700,000
                    September 1999                $41,700,000
                    October 1999                  $35,100,000
                    November 1999                 $26,100,000
                    December 1999                 $27,800,000
                    January 2000                  $27,800,000
</TABLE>


          Section 13 of the Credit Agreement is amended so that the definition
     of "Margin" shall read in its entirety as follows:

                                       -7-

<PAGE>

               MARGIN shall mean (i) in the case of Eurodollar Loans (and
          Letters of Credit) a rate equal to 3.5% per annum and (ii) in the case
          of Floating Rate Loans, a rate equal to 2% per annum.
          
          Section 13 of the Credit Agreement is further amended by adding
     thereto a definition of "Collateral Grant" as follows:
          
               COLLATERAL GRANT shall mean the receipt by the Agent of
          Collateral Documents duly executed and delivered and in form and
          substance reasonably satisfactory to the Agent, pursuant to
          Section 10.22.
          
          Section 13 of the Credit Agreement is further amended by adding
     thereto a definition of "Collateral Documents" as follows:
          
          COLLATERAL DOCUMENTS shall mean such security agreements, pledge
     agreements, mortgages, deeds of trusts, UCC financing statements,
     appraisals, landlord waivers, opinions of counsel, lock box agreements,
     search reports, and other documents and instruments as the Agent or the
     Required Banks shall reasonably require in order that the Agent shall have,
     as security for the Liabilities, a first perfected lien on and security
     interest in all of the assets of the Company and its Subsidiaries (other
     than real estate interests), subject only to such preexisting liens
     permitted under Section 10.11 as do not in the opinion of the Agent or the
     Required Banks materially detract from the value of the liens and security
     interests in favor of the Agent.  The Collateral Documents shall constitute
     Loan Documents hereunder.
          
          Section 13 of the Credit Agreement is amended by inserting "for any
     period" immediately after "shall mean" in the definition of Consolidated
     Adjusted Operating Cash Flow.
     
          Section 13 of the Credit Agreement is amended so that the definition
     of "Consolidated Operating Cash Flow" shall read in its entirety as
     follows:
          
               CONSOLIDATED OPERATING CASH FLOW shall mean for any period (a)
          the sum of (i) consolidated net income for such period, plus (ii)
          consolidated interest expense for such period, plus (iii) the
          aggregate amount which was deducted by the Company in respect of
          Federal, state and local income taxes by the Company and its
          Subsidiaries in determining the Company's consolidated net income for
          such period, plus (iv) depreciation and amortization for such period,
          less (b) all interest income for the period, it being understood,
          however, that Consolidated Operating Cash Flow shall be determined
          without regard to extraordinary items for the period, and shall be
          determined for the Company and its Subsidiaries on a consolidated
          basis. 
          
          Section 13 of the Credit Agreement is further amended by adding
     thereto a definition of "Liabilities" as follows:


                                       -8-

<PAGE>

               LIABILITIES shall mean (i) the Notes, (ii) all obligations of 
          the Company in respect of Letters of Credit (whether or not drawn),
          and (iii) all other obligations of the Company of every description,
          which arise under this Agreement or the Loan Documents or hedging
          agreements of the Banks permitted under the Loan Documents,
          including without limitation, all obligations of the Company in
          respect of principal, interest, fees or expenses, in each case
          however created, arising or evidenced, whether direct or indirect,
          or absolute and contingent, or now or hereafter existing, or due or
          to become due.  The Liabilities may also be sometimes called the
          "Obligations".
               
          Section 13 of the Credit Agreement is amended by adding thereto a
     definition of "Net Sale Proceeds" as follows:

               NET SALE PROCEEDS shall mean with respect to any sale of assets
          of the Company or any Subsidiary, the cash proceeds (including cash
          proceeds subsequently received (as and when received) in respect of
          non-cash consideration initially received and including all insurance
          settlements and condemnation awards in excess of $250,000 from any
          single event or series of related events), net of (i) transaction
          expenses (including reasonable broker's fees or commissions, legal
          fees, accounting fees, investment banking fees and other professional
          fees, transfer and similar taxes and the Company's good faith estimate
          of income taxes paid or payable in connection with the receipt of such
          cash proceeds), (ii) amounts provided as a reserve, in accordance with
          GAAP, including pursuant to any escrow arrangement, against any
          liabilities under any indemnification liabilities associated with such
          sale (PROVIDED that, to the extent and at the time any such amounts
          are released from such reserve, such amounts shall constitute Net Sale
          Proceeds), (iii) in the case of insurance settlements and condemnation
          awards, amounts previously paid by the Company and its Subsidiaries to
          replace or restore the affected property, and (iv) the principal
          amount, premium or penalty, if any, interest and other amounts on any
          indebtedness for borrowed money which is secured by the asset sold in
          such sale and is required to be repaid with such proceeds (other than
          any such indebtedness assumed by the purchaser of such asset).

          Section 13 of the Credit Agreement is amended so that the definition
     of "Revolving Termination Date" shall read in its entirety as follows:
               
               REVOLVING TERMINATION DATE shall mean February 28, 2000.
          
          Section 9.5 of the Credit Agreement is amended by adding thereto the
     paragraph which appears in Supplemental Schedule 9.5 attached hereto.


                                       -9-

<PAGE>


                                    II.  WAIVER
                                          
          2.1  WAIVER.  The Banks hereby waive the following:

          (a)  the failure of the Company to furnish to the Agent and Banks,
     within 90 days after the end of its fiscal year ending December 31, 1998,
     its audit report (and related certificate) in respect of such fiscal year
     as required by Section 10.1.1 of the Credit Agreement, it being understood
     (and the Company hereby agrees) that such audit report (and related
     certificate) shall be furnished to the Agent and the Banks on or before
     April 30, 1999;

          (b)  the failure of the Company to furnish to the Agent and Banks, its
     quarterly financial statements as of December 31, 1998 and March 31, 1999,
     as required pursuant to Section 10.1.2;

          (c)  the requirement of Section 10.1.3 that the Company furnish to the
     Agent and the Banks monthly reports (including financial statements,
     Borrowing Base Reports and receivables aging certificates) for the months
     of January through March, 1999;

          (d)  the requirement of Section 10.1.4 that the Company furnish a
     compliance certificate as of December 31, 1998 and March 31, 1999;

          (e)  noncompliance by the Company as of March 31, 1999, with the
     minimum consolidated operating consolidating cash flow provision of Section
     10.5.2;

          (f)  noncompliance by the Company as of March 31, 1999 with the net
     worth provision of Section 10.5.3; and

          (g)  noncompliance by the Company as of March 31, 1999, with the
     consolidated fixed charge ratio provision of Section 10.7.

          2.2  LIMITATION ON WAIVER.  Except as specifically set forth in 
Section 2.1, the foregoing waivers are specific in time and in intent and do 
not constitute, nor shall any of such waivers 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 any of the foregoing waivers preclude other or 
further exercise hereof or the exercise of any other right, power or 
privilege, nor shall any 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.

                                          
                                   III.  GENERAL

          3.1  REPRESENTATIONS.  The Company hereby represents and warrants 
to the Banks and the Agent that:
          


                                       -10-

<PAGE>

          
          (a)  The execution, delivery and performance of this Amendment 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 constitutes the legal, valid, and binding
     obligations of the Company, enforceable against the Company in accordance
     with its 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; and

          (c)  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.

          3.2  CONDITIONS PRECEDENT TO EFFECTIVENESS.  This Amendment shall 
become effective as of April 15, 1999 (the "Effective Date"), subject, 
however, to the receipt by the Agent of all fees and expenses previously 
billed to the Company in respect of the Credit Agreement as amended hereby, 
together with each 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 (together with a related fee letter between the Company and the
     Agent);

          (b)  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;

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

          (d)  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;

          (e)  An opinion of Mark Standefer covering those matters set forth in
     Section 3.1(a) and 3.1(b)  and such other legal matters as the Agent or its
     counsel may request; and

          (f)  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.


                                       -11-

<PAGE>


          3.3  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.

          3.4  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 Collateral Documents.

          3.5  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 to 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


                                       -12-

<PAGE>


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 supercedes 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.


                               *          *          *




                                       -13-


<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, President & Chief
                                       Executive Officer         


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


                              
                              By:     /s/ David A. Johanson 
                              Name:   David A. Johanson
                              Title:  Vice President


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


                              
                              By:     /s/ John J. Compernolle
                              Name:   John J. Compernolle             
                              Title:  Sr. Vice President              

                              LASALLE NATIONAL BANK

                              
                              By:     /s/ Robert  M. Swanson
                              Name:   Robert M. Swanson               
                              Title:  SR. Vice President              
                                          

                                       -14-


<PAGE>
                                          
                                          
                             SUPPLEMENTAL SCHEDULE 9.5


                                   ADVERSE CHANGE

















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