EXHIBIT 10.1

             FIRST AMENDMENT TO AMENDED AND RESTATED
              REVOLVING LOAN AND SECURITY AGREEMENT

          THIS FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING LOAN AND
SECURITY AGREEMENT (the "First Amendment") is entered into as of September   ,
                                                                           --
1996 by and between KEYSTONE CONSOLIDATED INDUSTRIES, INC., a Delaware
corporation ("Borrower"), and CONGRESS FINANCIAL CORPORATION (CENTRAL), an
Illinois corporation ("Lender").  Except for terms which are expressly defined
herein, all capitalized terms used herein shall have the meaning subscribed to
them in the Loan Agreement (as defined below).

                            RECITALS
                            --------


          WHEREAS, Borrower and Lender are parties to that certain Amended And
Restated Revolving Loan And Security Agreement, dated as of December 29, 1995
(the "Loan Agreement").

          WHEREAS, Borrower has requested that Lender amend the Loan Agreement
to provide for, among other things, the DeSoto Acquisition and to provide
further financial accommodations under the Loan Agreement.

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

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

I.   AMENDMENTS TO THE LOAN AGREEMENT.
     --------------------------------
     A.   Introduction/Preamble.  The introductory provisions of the Loan
          ---------------------

          Agreement are hereby amended to change the reference to Lender as
          being a Delaware corporation to reflect the fact that Lender is, in
          fact, an Illinois corporation.  All references, at any time, to Lender
          are intended to refer to such Illinois corporation.
          Joint Venture.  All references to the "Joint Venture," the "Joint
          -------------

          Venture Credit Facility," and the "Joint Venture Guarantee" are hereby
          deleted in their entirety.
     B.   Definitions.
          -----------


          1.   Section 1 of the Loan Agreement is hereby amended by adding the
               following defined terms in the appropriate alphabetical order:
               a)   "Caldwell" shall mean Sherman Wire of Caldwell, Inc.
               b)   "DeSoto Loan Agreement" shall mean that certain Revolving
                    Loan and Security Agreement dated as of September   , 1996,
                                                                      --
                    by and between Congress and DSO Acquisition Corporation, a
                    Delaware corporation.
               c)   "DeSoto Acquisition" shall mean the merger of DSO
                    Acquisition Corporation with and into DeSoto, Inc. pursuant
                    to the terms of the Agreement and Plan of Reorganization
                    (the "Merger Agreement") dated June 26, 1996, by and between
                    DeSoto, Inc. and Borrower.
               d)   "Eligible Borrower Accounts" shall mean Accounts created by
                    Borrower which are and continue to be acceptable to Lender
                    based on the criteria set forth below.  In general, Accounts
                    shall be Eligible Borrower Accounts if:
                         (a)  such Accounts arise from the actual and bona fide
                                                                      ---- ----

                              sale and delivery of goods by Borrower or
                              rendition of services by Borrower in the ordinary
                              course of its business which transactions are
                              completed in accordance with the terms and
                              provisions contained in any documents related
                              thereto;

                         (b)   such Accounts are not unpaid for the lesser of
                              (i) more than ninety (90) days after the date of
                              the original invoice for them or (ii) more than
                              sixty (60) days after the due date of the original
                              invoice for them;

                         (c)   such Accounts comply with the terms and
                              conditions contained in Section 7.2(c) of this
                              Agreement;

                         (d)   such Accounts do not arise from sales on consign-
                              ment, guaranteed sale, sale and return, sale on
                              approval, or other terms under which payment by
                              the account debtor may be conditional or
                              contingent;

                         (e)   the chief executive office of the account debtor
                              with respect to such Accounts is located in the
                              United States of America, or, at Lender's option,
                              if either:  (i) the account debtor has delivered
                              to Borrower an irrevocable letter of credit issued
                              or confirmed by a bank reasonably satisfactory to
                              Lender, sufficient to cover such Account, in form
                              and substance reasonably satisfactory to Lender
                              and, if required by Lender, the original of such
                              letter of credit has been delivered to Lender or
                              Lender's agent and the issuer thereof notified of
                              the assignment of the proceeds of such letter of
                              credit to Lender, or (ii) such Account is subject
                              to credit insurance payable to Lender issued by an
                              insurer and on terms and in an amount acceptable
                              to Lender, or (iii) such Account is otherwise
                              acceptable in all respects to Lender (subject to
                              such lending formula with respect thereto as
                              Lender may determine);

                         (f)   such Accounts do not consist of progress
                              billings, bill and hold invoices or retainage
                              invoices, except as to bill and hold invoices, if
                              Lender shall have received an agreement in writing
                              from the account debtor, in form and substance
                              reasonably satisfactory to Lender, confirming the
                              unconditional obligation of the account debtor to
                              take the goods related thereto and pay such
                              invoice;

                         (g)   the account debtor with respect to such Accounts
                              has not asserted a counterclaim, defense or
                              dispute and does not have, and does not engage in
                              transactions which may give rise to, any right of
                              setoff against such Accounts;

                         (h)   there are no facts, events or occurrences which
                              would impair the validity, enforceability or
                              collectability of such Accounts or reduce the
                              amount payable or delay payment thereunder;

                         (i)   such Accounts are subject to the first priority,
                              valid and perfected security interest of Lender
                              and any goods giving rise thereto are not, and
                              were not at the time of the sale thereof, subject
                              to any liens except those permitted in this
                              Agreement;

                         (j)   except for Engineered Wire Products, neither the
                              account debtor nor any director, officer or
                              employee of the account debtor with respect to
                              such Accounts is an officer, director or employee
                              of or is affiliated with Borrower directly or
                              indirectly by virtue of family membership,
                              ownership, control, management or otherwise;

                         (k)  the account debtors with respect to such Accounts
                              are not any foreign government, the United States
                              of America, any State, political subdivision,
                              department, agency or instrumentality thereof,
                              unless, if the account debtor is the United States
                              of America, any State, political subdivision,
                              department, agency or instrumentality thereof,
                              upon Lender's request, the Federal Assignment of
                              Claims Act of 1940, as amended or any similar
                              State or local law, if applicable, has been
                              complied with in a manner reasonably satisfactory
                              to Lender;

                         (l)  there are no proceedings or actions which are
                              threatened or pending against the account debtors
                              with respect to such Accounts which might result
                              in any material adverse change in any such account
                              debtor's financial condition;

                         (m)   such Accounts of a single account debtor (when
                              combined with Accounts owing by such account
                              debtor to Caldwell and Fox Valley) or its
                              affiliates do not constitute more than fifty (50%)
                              percent of all otherwise Eligible Accounts (but
                              the portion of the Accounts not in excess of such
                              percentage may be deemed Eligible Borrower
                              Accounts);

                         (n)   such Accounts are not owed by an account debtor
                              who has Accounts (when combined with Accounts
                              owing by such account debtor to Caldwell and Fox
                              Valley) which are unpaid for the lesser of (i)
                              more than ninety (90) days after the date of the
                              original invoice for them or (ii) more than sixty
                              (60) days after the due date of the original
                              invoice for them, which constitute more than fifty
                              (50%) percent of the total Accounts owed to
                              Borrower, Caldwell and Fox Valley by such account
                              debtor;

                         (o)   such Accounts are owed by account debtors whose
                              total indebtedness to Borrower does not exceed the
                              credit limit, if any, with respect to such account
                              debtors as established by Lender from time to time
                              (but the portion of the Accounts not in excess of
                              such credit limit may still be deemed Eligible
                              Borrower Accounts); and

                         (p)   such Accounts are not owed by account debtors
                              which Lender has advised Borrower in writing are
                              not deemed to be creditworthy by Lender;

                    General criteria for Eligible Borrower Accounts may be
                    established and revised from time to time by Lender in good
                    faith.  Any Accounts which are not Eligible Borrower
                    Accounts shall nevertheless be part of the Collateral.
               e)   "Eligible Borrower Inventory" shall mean that Inventory of
                    Borrower which is and at all times continues to be
                    acceptable to Lender in all respects.  Standards of
                    eligibility may be fixed and revised from time to time
                    solely by Lender in its exclusive judgment.  In determining
                    eligibility Lender may, but is not required to, rely on
                    reports and schedules of Inventory furnished by Borrower,
                    but reliance by Lender thereon from time to time shall not
                    be deemed to limit Lender's right to revise standards of
                    eligibility at any time as to both present and future
                    Inventory.  In general and without limiting Lender's
                    discretion, Eligible Borrower Inventory shall not include:

                         (a)  work-in-process (other than work-in-process of
                              Keystone Steel and Wire Division of Borrower);

                         (b)  components which are not part of finished goods;

                         (c)  spare parts for equipment (other than expendable
                              spare parts of equipment that are used on
                              Borrower's machinery and which have not been
                              installed in any of the equipment);

                         (d)  supplies used or consumed in Borrower's business
                              (other than steel used or consumed by Borrower in
                              the process of manufacturing Inventory);

                         (e)  Inventory at premises other than those owned and
                              controlled by Borrower, except if Lender shall
                              have received an agreement in writing from the
                              person in possession of such Inventory and/or the
                              owner or operator of such premises in form and
                              substance satisfactory to Lender acknowledging
                              Lender's first priority security interest in the
                              Inventory, waiving security interests and claims
                              by such person against the Inventory and
                              permitting Lender access to, and the right to
                              remain on, the premises so as to exercise Lender's
                              rights and remedies and otherwise deal with the
                              Collateral;

                         (f)  Inventory subject to a security interest or lien
                              in favor of any person other than Lender except
                              those permitted in this Agreement;

                         (g)  bill and hold goods;

                         (h)  Inventory, which in Lender's discretion is
                              unserviceable, obsolete or slow moving;

                         (i)  Inventory which is not subject to the first
                              priority, valid and perfected security interest of
                              Lender;

                         (j)  returned, damaged and/or defective Inventory; and

                         (k)  Inventory purchased or sold on consignment.

                    General criteria for Eligible Borrower Inventory may be
                    established and revised from time to time by Lender in good
                    faith.  Any Inventory which is not Eligible Borrower
                    Inventory shall nevertheless be part of the Collateral.

               f)   "Eligible Caldwell Accounts" shall mean Accounts created by
                    Caldwell which are and continue to be acceptable to Lender
                    based on the criteria set forth below.  In general, Accounts
                    shall be Eligible Caldwell Accounts if:

                         (a)   such Accounts arise from the actual and bona fide
                                                                       ---- ----

                              sale and delivery of goods by Caldwell or
                              rendition of services by Caldwell in the ordinary
                              course of its business which transactions are
                              completed in accordance with the terms and
                              provisions contained in any documents related
                              thereto;

                         (b)   such Accounts are not unpaid for the lesser of
                              (i) more than ninety (90) days after the date of
                              the original invoice for them or (ii) more than
                              sixty (60) days after the due date of the original
                              invoice for them;

                         (c)   such Accounts comply with the terms and
                              conditions contained in Section 7.2(c) of this
                              Agreement;

                         (d)   such Accounts do not arise from sales on consign-
                              ment, guaranteed sale, sale and return, sale on
                              approval, or other terms under which payment by
                              the account debtor may be conditional or
                              contingent;

                         (e)   the chief executive office of the account debtor
                              with respect to such Accounts is located in the
                              United States of America, or, at Lender's option,
                              if either:  (i) the account debtor has delivered
                              to Caldwell an irrevocable letter of credit issued
                              or confirmed by a bank reasonably satisfactory to
                              Lender, sufficient to cover such Account, in form
                              and substance reasonably satisfactory to Lender
                              and, if required by Lender, the original of such
                              letter of credit has been delivered to Lender or
                              Lender's agent and the issuer thereof notified of
                              the assignment of the proceeds of such letter of
                              credit to Lender, or (ii) such Account is subject
                              to credit insurance payable to Lender issued by an
                              insurer and on terms and in an amount acceptable
                              to Lender, or (iii) such Account is otherwise
                              acceptable in all respects to Lender (subject to
                              such lending formula with respect thereto as
                              Lender may determine);

                         (f)   such Accounts do not consist of progress
                              billings, bill and hold invoices or retainage
                              invoices, except as to bill and hold invoices, if
                              Lender shall have received an agreement in writing
                              from the account debtor, in form and substance
                              reasonably satisfactory to Lender, confirming the
                              unconditional obligation of the account debtor to
                              take the goods related thereto and pay such
                              invoice;

                         (g)   the account debtor with respect to such Accounts
                              has not asserted a counterclaim, defense or
                              dispute and does not have, and does not engage in
                              transactions which may give rise to, any right of
                              setoff against such Accounts;

                         (h)   there are no facts, events or occurrences which
                              would impair the validity, enforceability or
                              collectability of such Accounts or reduce the
                              amount payable or delay payment thereunder;

                         (i)   such Accounts are subject to the first priority,
                              valid and perfected security interest of Lender
                              and any goods giving rise thereto are not, and
                              were not at the time of the sale thereof, subject
                              to any liens except those permitted in this
                              Agreement;

                         (j)   neither the account debtor nor any director,
                              officer or employee of the account debtor with
                              respect to such Accounts is an officer, director
                              or employee of or is affiliated with Borrower or
                              Caldwell directly or indirectly by virtue of
                              family membership, ownership, control, management
                              or otherwise;

                         (k)  the account debtors with respect to such Accounts
                              are not any foreign government, the United States
                              of America, any State, political subdivision,
                              department, agency or instrumentality thereof,
                              unless, if the account debtor is the United States
                              of America, any State, political subdivision,
                              department, agency or instrumentality thereof,
                              upon Lender's request, the Federal Assignment of
                              Claims Act of 1940, as amended or any similar
                              State or local law, if applicable, has been
                              complied with in a manner reasonably satisfactory
                              to Lender;

                         (l)  there are no proceedings or actions which are
                              threatened or pending against the account debtors
                              with respect to such Accounts which might result
                              in any material adverse change in any such account
                              debtor's financial condition;

                         (m)   such Accounts of a single account debtor (when
                              combined with Accounts owing by such account
                              debtor to Borrower and Fox Valley) or its
                              affiliates do not constitute more than fifty (50%)
                              percent of all otherwise Eligible Accounts (but
                              the portion of the Accounts not in excess of such
                              percentage may be deemed Eligible Caldwell
                              Accounts);

                         (n)   such Accounts are not owed by an account debtor
                              who has Accounts (when combined with Accounts
                              owing by such account debtor to Borrower and Fox
                              Valley) which are unpaid for the lesser of (i)
                              more than ninety (90) days after the date of the
                              original invoice for them or (ii) more than sixty
                              (60) days after the due date of the original
                              invoice for them, which constitute more than fifty
                              (50%) percent of the total Accounts owed to
                              Borrower, Caldwell and Fox Valley by such account
                              debtor;

                         (o)   such Accounts are owed by account debtors whose
                              total indebtedness to Caldwell does not exceed the
                              credit limit, if any, with respect to such account
                              debtors as established by Lender from time to time
                              (but the portion of the Accounts not in excess of
                              such credit limit may still be deemed Eligible
                              Caldwell Accounts); and

                         (p)   such Accounts are not owed by account debtors
                              which Lender has advised Caldwell in writing are
                              not deemed to be creditworthy by Lender;

                    General criteria for Eligible Caldwell Accounts may be
                    established and revised from time to time by Lender in good
                    faith.  Any Accounts which are not Eligible Caldwell
                    Accounts shall nevertheless be part of the Collateral.

               g)   "Eligible Caldwell Inventory" shall mean that Inventory of
                    Caldwell which is and at all times continues to be
                    acceptable to Lender in all respects.  Standards of
                    eligibility may be fixed and revised from time to time
                    solely by Lender in its exclusive judgment.  In determining
                    eligibility Lender may, but is not required to, rely on
                    reports and schedules of Inventory furnished by Caldwell,
                    but reliance by Lender thereon from time to time shall not
                    be deemed to limit Lender's right to revise standards of
                    eligibility at any time as to both present and future
                    Inventory.  In general and without limiting Lender's
                    discretion, Eligible Caldwell Inventory shall not include:

                         (a)  work-in-process;

                         (b)  components which are not part of finished goods;

                         (c)  spare parts for equipment;

                         (d)  supplies used or consumed in Caldwell's business
                              (other than steel used or consumed by Caldwell in
                              the process of manufacturing Inventory);

                         (e)  Inventory at premises other than those owned and
                              controlled by Caldwell, except if Lender shall
                              have received an agreement in writing from the
                              person in possession of such Inventory and/or the
                              owner or operator of such premises in form and
                              substance satisfactory to Lender acknowledging
                              Lender's first priority security interest in the
                              Inventory, waiving security interests and claims
                              by such person against the Inventory and
                              permitting Lender access to, and the right to
                              remain on, the premises so as to exercise Lender's
                              rights and remedies and otherwise deal with the
                              Collateral;

                         (f)  Inventory subject to a security interest or lien
                              in favor of any person other than Lender except
                              those permitted in this Agreement;

                         (g)  bill and hold goods;

                         (h)  Inventory, which in Lender's discretion is
                              unserviceable, obsolete or slow moving;

                         (i)  Inventory which is not subject to the first
                              priority, valid and perfected security interest of
                              Lender;

                         (j)  returned, damaged and/or defective Inventory; and

                         (k)  Inventory purchased or sold on consignment.

                    General criteria for Eligible Caldwell Inventory may be
                    established and revised from time to time by Lender in good
                    faith.  Any Inventory which is not Eligible Caldwell
                    Inventory shall nevertheless be part of the Collateral.

               h)   "Eligible Fox Valley Accounts" shall mean Accounts created
                    by Fox Valley which are and continue to be acceptable to
                    Lender based on the criteria set forth below.  In general,
                    Accounts shall be Eligible Fox Valley Accounts if:

                         (a)   such Accounts arise from the actual and bona fide
                                                                       ---- ----

                              sale and delivery of goods by Fox Valley or
                              rendition of services by Fox Valley in the
                              ordinary course of its business which transactions
                              are completed in accordance with the terms and
                              provisions contained in any documents related
                              thereto;

                         (b)   such Accounts are not unpaid for the lesser of
                              (i) more than ninety (90) days after the date of
                              the original invoice for them or (ii) more than
                              sixty (60) days after the due date of the original
                              invoice for them;

                         (c)   such Accounts comply with the terms and
                              conditions contained in Section 7.2(c) of this
                              Agreement;

                         (d)   such Accounts do not arise from sales on consign-
                              ment, guaranteed sale, sale and return, sale on
                              approval, or other terms under which payment by
                              the account debtor may be conditional or
                              contingent;

                         (e)   the chief executive office of the account debtor
                              with respect to such Accounts is located in the
                              United States of America, or, at Lender's option,
                              if either:  (i) the account debtor has delivered
                              to Fox Valley an irrevocable letter of credit
                              issued or confirmed by a bank reasonably
                              satisfactory to Lender, sufficient to cover such
                              Account, in form and substance reasonably
                              satisfactory to Lender and, if required by Lender,
                              the original of such letter of credit has been
                              delivered to Lender or Lender's agent and the
                              issuer thereof notified of the assignment of the
                              proceeds of such letter of credit to Lender, or
                              (ii) such Account is subject to credit insurance
                              payable to Lender issued by an insurer and on
                              terms and in an amount acceptable to Lender, or
                              (iii) such Account is otherwise acceptable in all
                              respects to Lender (subject to such lending
                              formula with respect thereto as Lender may
                              determine);

                         (f)   such Accounts do not consist of progress
                              billings, bill and hold invoices or retainage
                              invoices, except as to bill and hold invoices, if
                              Lender shall have received an agreement in writing
                              from the account debtor, in form and substance
                              reasonably satisfactory to Lender, confirming the
                              unconditional obligation of the account debtor to
                              take the goods related thereto and pay such
                              invoice;

                         (g)   the account debtor with respect to such Accounts
                              has not asserted a counterclaim, defense or
                              dispute and does not have, and does not engage in
                              transactions which may give rise to, any right of
                              setoff against such Accounts;

                         (h)   there are no facts, events or occurrences which
                              would impair the validity, enforceability or
                              collectability of such Accounts or reduce the
                              amount payable or delay payment thereunder;

                         (i)   such Accounts are subject to the first priority,
                              valid and perfected security interest of Lender
                              and any goods giving rise thereto are not, and
                              were not at the time of the sale thereof, subject
                              to any liens except those permitted in this
                              Agreement;

                         (j)   neither the account debtor nor any director,
                              officer or employee of the account debtor with
                              respect to such Accounts is an officer, director
                              or employee of or is affiliated with Borrower or
                              Fox Valley directly or indirectly by virtue of
                              family membership, ownership, control, management
                              or otherwise;

                         (k)  the account debtors with respect to such Accounts
                              are not any foreign government, the United States
                              of America, any State, political subdivision,
                              department, agency or instrumentality thereof,
                              unless, if the account debtor is the United States
                              of America, any State, political subdivision,
                              department, agency or instrumentality thereof,
                              upon Lender's request, the Federal Assignment of
                              Claims Act of 1940, as amended or any similar
                              State or local law, if applicable, has been
                              complied with in a manner reasonably satisfactory
                              to Lender;

                         (l)  there are no proceedings or actions which are
                              threatened or pending against the account debtors
                              with respect to such Accounts which might result
                              in any material adverse change in any such account
                              debtor's financial condition;

                         (m)   such Accounts of a single account debtor (when
                              combined with Accounts owing by such account
                              debtor to Borrower and Caldwell) or its affiliates
                              do not constitute more than fifty (50%) percent of
                              all otherwise Eligible Accounts (but the portion
                              of the Accounts not in excess of such percentage
                              may be deemed Eligible Fox Valley Accounts);

                         (n)   such Accounts are not owed by an account debtor
                              who has Accounts (when combined with Accounts
                              owing by such account debtor to Borrower and
                              Caldwell) which are unpaid for the lesser of (i)
                              more than ninety (90) days after the date of the
                              original invoice for them or (ii) more than sixty
                              (60) days after the date of the original invoice
                              for them, which constitute more than fifty (50%)
                              percent of the total Accounts owed to Borrower,
                              Caldwell and Fox Valley by such account debtor;

                         (o)   such Accounts are owed by account debtors whose
                              total indebtedness to Fox Valley does not exceed
                              the credit limit, if any, with respect to such
                              account debtors as established by Lender from time
                              to time (but the portion of the Accounts not in
                              excess of such credit limit may still be deemed
                              Eligible Fox Valley Accounts); and

                         (p)   such Accounts are not owed by account debtors
                              which Lender has advised Fox Valley in writing are
                              not deemed to be creditworthy by Lender;

                    General criteria for Eligible Fox Valley Accounts may be
                    established and revised from time to time by Lender in good
                    faith.  Any Accounts which are not Eligible Fox Valley
                    Accounts shall nevertheless be part of the Collateral.

               i)   "Eligible Fox Valley Inventory" shall mean that Inventory of
                    Fox Valley which is and at all times continues to be
                    acceptable to Lender in all respects.  Standards of
                    eligibility may be fixed and revised from time to time
                    solely by Lender in its exclusive judgment.  In determining
                    eligibility Lender may, but is not required to, rely on
                    reports and schedules of Inventory furnished by Fox Valley,
                    but reliance by Lender thereon from time to time shall not
                    be deemed to limit Lender's right to revise standards of
                    eligibility at any time as to both present and future
                    Inventory.  In general and without limiting Lender's
                    discretion, Eligible Fox Valley Inventory shall not include:

                         (a)  work-in-process;

                         (b)  components which are not part of finished goods;

                         (c)  spare parts for equipment;

                         (d)  supplies used or consumed in Fox Valley's business
                              (other than steel used or consumed by Fox Valley
                              in the process of manufacturing Inventory);

                         (e)  Inventory at premises other than those owned and
                              controlled by Fox Valley, except if Lender shall
                              have received an agreement in writing from the
                              person in possession of such Inventory and/or the
                              owner or operator of such premises in form and
                              substance satisfactory to Lender acknowledging
                              Lender's first priority security interest in the
                              Inventory, waiving security interests and claims
                              by such person against the Inventory and
                              permitting Lender access to, and the right to
                              remain on, the premises so as to exercise Lender's
                              rights and remedies and otherwise deal with the
                              Collateral;

                         (f)  Inventory subject to a security interest or lien
                              in favor of any person other than Lender except
                              those permitted in this Agreement;

                         (g)  bill and hold goods;

                         (h)  Inventory, which in Lender's discretion is
                              unserviceable, obsolete or slow moving;

                         (i)  Inventory which is not subject to the first
                              priority, valid and perfected security interest of
                              Lender;

                         (j)  returned, damaged and/or defective Inventory; and

                         (k)  Inventory purchased or sold on consignment.

                    General criteria for Eligible Fox Valley Inventory may be
                    established and revised from time to time by Lender in good
                    faith.  Any Inventory which is not Eligible Fox Valley
                    Inventory shall nevertheless be part of the Collateral.

               j)   "Fox Valley" shall mean Fox Valley Steel & Wire Company.

               k)   "GAAP" shall mean generally accepted accounting principles
                    in the United States of America including the opinions and
                    pronouncements of the Accounting Principles Board and the
                    American Institute of Certified Public Accountants and the
                    statements and pronouncements of the Financial Accounting
                    Standards Boards which are applicable to the circumstances
                    as of the date hereof.

               l)   "Inventory Cap Adjustment" shall mean, at any time, the
                    amount, if any, by which the Inventory Utilization exceeds
                    $20,000,000.

               m)   "Inventory Utilization" shall mean, at any time, the total
                    outstanding amount of (i) the sum of (a) Revolving Loans,
                    (b) Letter of Credit Accomodations, (c) "Revolving Loans" as
                    defined under the DeSoto Loan Agreement, and (d) "Letter of
                    Credit Accomodations" as defined under the DeSoto Loan
                    Agreement, less (ii) the sum of the amounts then being
                               ----

                    included in the Borrowing Base (or, with respect to DeSoto,
                    Inc., the borrowing formulas applicable in the DeSoto Loan
                    Agreement) by virtue of (w) Section 2.1(a)(i)(A) hereof, (x)
                    Section 2.1(a)(ii)(B)(i) hereof, (y) Section
                    2.1(a)(iii)(B)(i) hereof, and (z) Section 2.1(a)(i)(A) of
                    the DeSoto Loan Agreement.

               n)   "Net Amount of Eligible Caldwell Accounts" shall mean the
                    gross amount of Eligible Caldwell Accounts less (a) sales,
                    excise or similar taxes included in the amount thereof and
                    (b) returns, discounts, claims, credits and allowances of
                    any nature at any time issued, owing, granted, outstanding,
                    available or claimed with respect thereto.

               o)   "Net Amount of Eligible Fox Valley Accounts" shall mean the
                    gross amount of Eligible Fox Valley Accounts less (a) sales,
                    excise or similar taxes included in the amount thereof and
                    (b) returns, discounts, claims, credits and allowances of
                    any nature at any time issued, owing, granted, outstanding,
                    available or claimed with respect thereto.

               p)   "Net Amount of Eligible Borrower Accounts" shall mean the
                    gross amount of Eligible Borrower Accounts less (a) sales,
                    excise or similar taxes included in the amount thereof and
                    (b) returns, discounts, claims, credits and allowances of
                    any nature at any time issued, owing, granted, outstanding,
                    available or claimed with respect thereto.

               q)   "Person" shall mean an individual, a partnership, a
                    corporation, a trust, an unincorporated organization, a
                    government or any department or agency thereof or any other
                    entity.

               r)   "Solvent" shall mean, as to any Person, that (i) the sum of
                    the assets of such Person, both at a fair valuation and at
                    present fair salable value, will exceed its liabilities,
                    including contingent liabilities, (ii) such Person will have
                    sufficient capital with which to conduct its business as
                    presently conducted and as proposed to be conducted and
                    (iii) such Person has not incurred debts, and does not
                    intend to incur debts, beyond its ability to pay such debts
                    as they mature.  For purposes of this definition, "debt"
                    means any liability on a claim, and "claim" means (x) a
                    right to payment, whether or not such right is reduced to
                    judgment, liquidated, disputed, undisputed, legal,
                    equitable, secured, or unsecured, or (y) a right to an
                    equitable remedy for breach of performance if such breach
                    gives rise to a payment, whether or not such right to an
                    equitable remedy is reduced to judgment, fixed, contingent,
                    matured, unmatured, disputed, undisputed, secured or
                    unsecured.  With respect to any such contingent liabilities,
                    such liabilities shall be computed at the amount which, in
                    light of all the facts and circumstances existing at the
                    time, represents the amount which can reasonably be expected
                    to become an actual or matured liability.

          2.   The definition of "Eligible Accounts" set forth in Section 1 of
               the Loan Agreement is hereby amended and restated in its entirety
               to read as follows:

                    "Eligible Accounts" shall mean (i) Eligible Borrower
                    Accounts, (ii) Eligible Caldwell Accounts, and (iii)
                    Eligible Fox Valley Accounts.

          3.   The definition of "Eligible Inventory" set forth in Section 1 of
               the Loan Agreement is hereby amended and restated in its entirety
               to read as follows:

                    "Eligible Inventory" shall mean (i) Eligible
                    Borrower Inventory, (ii) Eligible Caldwell
                    Inventory, and (iii) Eligible Fox Valley
                    Inventory.

          4.   The definition of "Inventory" set forth in Section 1 of the Loan
               Agreement is hereby amended and restated as follows:

                    "Inventory" shall mean all of Borrower's, or, when used in
                    the definition of Caldwell Eligible Inventory or Fox Valley
                    Eligible Inventory, Caldwell's or Fox Valley's (as
                    applicable), now owned and hereafter existing or acquired
                    raw materials, work in process, finished goods and all other
                    inventory of whatsoever kind or nature, wherever located and
                    all wrapping, packaging, advertising and shipping materials,
                    and any documents relating thereto, and all labels and other
                    devices, names and marks affixed or to be affixed thereto
                    for purposes of selling or of identifying the same or the
                    seller or manufacturer thereof, and all right, title and
                    interest of Borrower, or, when used in the definition of
                    Caldwell Eligible Inventory or Fox Valley Eligible
                    Inventory, Caldwell or Fox Valley (as applicable) therein
                    and thereto, wherever located, whether now owned or
                    hereafter acquired by Borrower, or, when used in the
                    definition of Caldwell Eligible Inventory or Fox Valley
                    Eligible Inventory, Caldwell or Fox Valley (as applicable).

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

                    "Maximum Credit" shall mean the amount of
                    $55,000,000.00.

          6.   The definition of "Net Amount of Eligible Accounts" set forth in
               Section 1 of the Loan Agreement is hereby deleted in its
               entirety.

          7.   The definition of "Tangible Net Worth" set forth in Section 1 of
               the Loan Agreement is hereby amended by inserting ", on a
               consolidated basis" immediately between "(GAAP)" and the comma on
               the third line thereof.

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

               2.1   Revolving Loans.
                     ---------------


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

                              (i)  the sum of:

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


                                   (b)  the sum of (a) sixty percent (60%) of
                                        the value of Eligible Borrower Inventory
                                        which constitutes finished goods and (b)
                                        the sum of fifty percent (50%) of
                                        Eligible Borrower Inventory excluding
                                        finished goods; plus
                                                        ----


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

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

                                   (b)  (i) eighty-five percent (85%) of
                                        Eligible Caldwell Accounts; plus (ii)
                                                                    ----

                                        the sum of (x) sixty percent (60%) of
                                        the value of Eligible Caldwell Inventory
                                        which constitutes finished goods and (y)
                                        fifty percent (50%) of the value of
                                        Eligible Caldwell Inventory excluding
                                        finished goods; plus
                                                        ----


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

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

                                   (b)  (i) eighty-five percent (85%) of
                                        Eligible Fox Valley Accounts; plus (ii)
                                                                      ----

                                        the sum of (x) sixty percent (60%) of
                                        Eligible Fox Valley Inventory which
                                        constitutes finished goods and (y) fifty
                                        percent (50%) of the value of Eligible
                                        Fox Valley Inventory excluding finished
                                        goods; less
                                               ----


                              (iv) any Availability Reserves; less
                                                              ----

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

                         (b)   Lender may, in its discretion, from time to time,
                              upon not less than five (5) days prior notice to
                              Borrower, (i) reduce the lending formula with
                              respect to Eligible Accounts to the extent that
                              Lender determines in good faith that: (A) the
                              dilution with respect to the Accounts for any
                              period (based on the ratio of (1) the aggregate
                              amount of reductions in Accounts other than as a
                              result of payments in cash to (2) the aggregate
                              amount of total sales) has increased in any
                              material respect or may be reasonably anticipated
                              to increase in any material respect above
                              historical levels, or (B) the general
                              creditworthiness of account debtors has declined
                              or (ii) reduce the lending formula(s) with respect
                              to Eligible Borrower Inventory, Eligible Caldwell
                              Inventory and Eligible Fox Valley Inventory to the
                              extent that Lender determines that: (A) the number
                              of days of the turnover of the Inventory for any
                              period has changed in any material respect or (B)
                              the liquidation value of the Eligible Inventory or
                              any category thereof, has decreased, or (C) the
                              nature and quality of the Inventory has
                              deteriorated.  In determining whether to reduce
                              the lending formula(s), Lender may consider
                              events, conditions, contingencies or risks which
                              are also considered in determining Eligible
                              Accounts, Eligible Inventory or in establishing
                              Availability Reserves.

                         (c)   Except in Lender's discretion, the aggregate
                              amount of the Revolving Loans and the Letter of
                              Credit Accommodations outstanding at any time
                              shall not exceed the Maximum Credit minus the
                                                                  -----

                              aggregate amount of the "Revolving Loans" (as
                              defined and used in the DeSoto Loan Agreement) and
                              the "Letter of Credit Accommodations" (as defined
                              and used in the DeSoto Loan Agreement).  In the
                              event that the outstanding amount of any component
                              of the Revolving Loans, or the aggregate amount of
                              the outstanding Revolving Loans and Letter of
                              Credit Accommodations, exceed the amounts
                              available under the lending formulas, the
                              sublimits for Letter of Credit Accommodations set
                              forth in Section 2.2(c) or the Maximum Credit, as
                              applicable, such event shall not limit, waive or
                              otherwise affect any rights of Lender in that
                              circumstance or on any future occasions and
                              Borrower shall, upon demand by Lender, which may
                              be made at any time or from time to time,
                              immediately repay to Lender the entire amount of
                              any such excess(es) for which payment is demanded.

     D.   Section 5.2 of the Loan Agreement is hereby amended by inserting
          "investment property," between the words "letters of credit," and
          "bankers' acceptances" in the sixth line thereof.

     E.   The first sentence of Section 8.1 of the Loan Agreement is hereby
          amended and restated to read as follows:

               Borrower is a corporation duly organized and in
               good standing under the laws of its state of
               incorporation and is duly qualified as a foreign
               corporation and in good standing in all states and
               jurisdictions where the nature and extent of the
               business transacted by it or the ownership of
               assets makes such qualification necessary.

     F.   Section 8 of the Loan Agreement is hereby amended by inserting the
          following immediately after Section 8.12 thereof:

                Subsidiary Representations.  Borrower represents
                --------------------------

               and warrants that all of the representations set
               forth in Section 8 are true and correct with
               respect to Caldwell and Fox Valley as if they were
               made by each of Caldwell and Fox Valley with
               respect to the various assets, businesses and
               operations of Caldwell and Fox Valley
               respectively.  Borrower shall immediately notify
               Lender, or cause each of Caldwell and Fox Valley
               to notify Lender, of any fact or circumstance
               which would cause this Section 8.13 to be untrue.

     G.   Section 9 of the Loan Agreement is hereby amended by inserting the
          following immediately after Section 9.19 thereof:

                Subsidiary Covenants.  All of the covenants in
                --------------------

               Sections 9.1, 9.2, 9.3, 9.4, 9.5, 9.6(d), 9.7,
               9.8, 9.9, 9.10, 9.12, 9.15, 9.16, 9.17, 9.18 and
               9.19 shall apply with respect to Caldwell and Fox
               Valley as if such covenants were made by each of
               Caldwell and Fox Valley with respect to their
               respective assets, businesses and operations.
               Borrower shall immediately notify Lender, or cause
               each of Caldwell and Fox Valley to notify Lender,
               of any fact or circumstance which would violate
               this Section 9.20.

     H.   Section 9.6(d) is hereby amended by inserting "Borrower shall furnish
          or cause to be furnished to Lender, on a monthly basis, (i) separate
          financial statements showing current financial data for each of
          DeSoto, Inc., Caldwell and Fox Valley, and (ii) the information
          required by Lender to reflect and monitor the assets which are used to
          determine the Borrowing Base." immediately after the period in the
          twelfth line therein.

     I.   Section 9.7 of the Loan Agreement is hereby amended by inserting the
          following sentence immediately following the last sentence thereof:
          "Notwithstanding the foregoing, Lender hereby authorizes the DeSoto
          Acquisition in accordance with the Merger Agreement."

     J.   Section 9.9 of the Loan Agreement is hereby amended and restated in
          its entirety to read as follows:

               Indebtedness.  Borrower shall not, nor permit
               ------------

               Caldwell or Fox Valley to, incur, create, assume,
               become or be liable in any manner with respect to,
               or permit to exist, any obligations or
               indebtedness, except (a) the Obligations; (b)
                             ------

               trade obligations and normal accruals in the
               ordinary course of business not yet due and
               payable, or with respect to which the Borrower,
               Caldwell or Fox Valley (as applicable) is
               contesting in good faith the amount or validity
               thereof by appropriate proceedings diligently
               pursued and available to Borrower, Caldwell or Fox
               Valley (as applicable), and with respect to which
               adequate reserves have been set aside on its
               books; (c) purchase money indebtedness (including
               capital leases) to the extent not incurred or
               secured by liens (including capital leases) in
               violation of any other provision of this
               Agreement; and (d) obligations or indebtedness set
               forth on the INFORMATION CERTIFICATE; provided,
                                                     --------

               that, (i) Borrower, Caldwell or Fox Valley (as
               ----

               applicable) may only make regularly scheduled
               payments of principal and interest in respect of
               such indebtedness in accordance with the terms of
               the agreement or instrument evidencing or giving
               rise to such indebtedness as in effect on the date
               hereof, (ii) Borrower, Caldwell and Fox Valley
               shall not, directly or indirectly, (A) amend,
               modify, alter or change the terms of such
               indebtedness or any agreement, document or
               instrument related thereto as in effect on the
               date hereof, or (B) redeem, retire, defease,
               purchase or otherwise acquire such indebtedness,
               or set aside or otherwise deposit or invest any
               sums for such purpose, (iii) Borrower, Caldwell or
               Fox Valley (as applicable) shall furnish to Lender
               all notices or demands in connection with such
               indebtedness either received by Borrower, Caldwell
               or Fox Valley (as applicable) or on their behalf,
               promptly after the receipt thereof, or sent by
               Borrower, Caldwell or Fox Valley (as applicable)
               or on their behalf, concurrently with the sending
               thereof, as the case may be, and (iv) at no time
               shall any such obligations or indebtedness (a) of
               Caldwell (other than indebtedness owed to Borrower
               and permitted under Section 9.10 hereof) exceed
               $250,000 and (b) of Fox Valley (other than
               indebtedness owed to Borrower and permitted under
               Section 9.10 hereof) exceed $250,000.

     K.   Section 9.10 of the Loan Agreement is hereby amended by deleting "(v)
          advances to the Joint Venture which are approved from time to time by
          Lender" in the thirteenth and fourteenth lines thereof and inserting
          "(v) loans or investments of no greater than (i) $3,000,000 to Fox
          Valley, provided that Fox Valley is Solvent at the time of such loans
          or investments, (ii) $5,000,000 to Caldwell, provided that Caldwell is
          Solvent at the time of such loans or investments, and (iii)
          $10,000,000 to DeSoto, Inc. (excluding the initial investment of
          approximately $70,000,000 made to initially capitalize DSO Acquisition
          Corporation with the contribution of the Sherman Wire assets plus (i)
          the value of Borrower's stock issued in connection with the DeSoto
          Acquisition and (ii) all transaction costs related to the DeSoto
          Acquisition), provided that DeSoto, Inc. is Solvent at the time of
          such loans or investments" in its place.

     L.   Section 9.12 of the Loan Agreement is hereby amended by inserting the
          following sentence immediately following the last sentence thereof:
          "Notwithstanding the foregoing, Lender hereby authorizes the DeSoto
          Acquisition in accordance with the Merger Agreement."

     M.   Section 10.1(n) of the Loan Agreement is hereby amended by (i)
          inserting ", as amended," between "1986" and "shall" in the third line
          thereof and (ii) deleting the word "or" in the third line thereof.

     N.   Section 10.1(o) of the Loan Agreement is hereby amended and restated
          in its entirety to read as follows:

               there shall occur a termination of that certain
               Amendment and Restatement of Subordination
               Agreement executed by the Trustee of the Keystone
               Consolidated Industries, Inc. Master Pension Trust
               (successor to the "Keystone Master Pension Trust")
               in favor of Lender dated as of January 8, 1986, as
               amended and restated June 30, 1987 and further
               amended by a Second Amendment dated as of August
               19, 1996 (although the amendment is referred to as
               the "Second Amendment", there exists no prior
               amendment), or the Trustee or any party succeeding
               in interest thereto shall assert the termination
               of such Subordination Agreement or contest the
               binding effect or validity thereof; or

     O.   Section 10 of the Loan Agreement is hereby amended by inserting a new
          Section 10.1(p) as follows:

               a default under that certain Agreement dated
               August 19, 1996, between the Pension Benefit
               Guaranty Corporation, acting on behalf of itself
               and the various Keystone Pension Plans (as defined
               therein), the Keystone Master Retirement Trust,
               and Borrower; or

     P.   Schedule 8.4 and the Information Certificate (which contains
          supplemental data with respect to Desoto, Inc., Caldwell and Fox
          Valley, as well as additional updated information) are attached hereto
          and are hereby substituted for Schedule 8.4 and the Information
          Certificate, respectively, originally attached to the Loan Agreement.
           Lender acknowledges and accepts such revised Information Certificate
          and Schedule 8.4 as being effective as of the date hereof for all
          transactions with Lender after the date hereof.

     .
=====
II.  CONDITIONS TO EFFECTIVENESS OF FIRST AMENDMENT

     A.   First Amendment. Borrower shall have duly executed and delivered this
          First Amendment.

     B.   Term Loan Agreement.  Borrower shall have duly executed and delivered
          the First Amendment to Term Loan and Security Agreement dated as of
          the date hereof, by and between Lender and Borrower.

     C.   DeSoto Loan Facility. Acquisition Subsidiary, Inc. shall have duly
          --------------------

          executed and delivered the DeSoto Loan Agreement and, upon the
          consummation of the DeSoto Acquisition, DeSoto, Inc. shall have
          assumed the Acquisition Subsidiary, Inc.'s responsibilities under the
          DeSoto Loan Agreement and all conditions precedent to the initial
          advance thereunder shall have been satisfied or waived by Lender in
          writing.

     D.   DeSoto Acquisition.  The DeSoto Acquisition shall have been completed
          ------------------

          with the terms of the Merger Agreement in form and substance
          satisfactory to Lender, in its sole discretion, and Lender shall be
          satisfied, in its sole discretion, that the payment of the obligations
          owing by DeSoto, Inc. to its existing creditors shall be adequately
          provided for by the available credit hereunder and under the DeSoto
          Loan Agreement.

     E.   Additional Matters. Lender shall have received such other
          ------------------

          certificates, opinions, documents and instruments relating to the
          obligations or the transactions contemplated hereby and by the
          Financing Agreements as may have been reasonably requested by Lender,
          and all corporate and other proceedings and all other documents and
          all legal matters in connection with the transactions contemplated
          hereby and by the Financing Agreements shall be reasonably
          satisfactory in form and substance to Lender.

     F.   Congress Amendment Fee. Borrower shall have paid Lender an amendment
          ----------------------

          fee equal to $200,000.

III. REPRESENTATIONS AND WARRANTIES.  In order to induce Lender to enter into
-----------------------------------

     this First Amendment, Borrower represents and warrants to Lender, upon the
     effectiveness of this First Amendment, which representations and warranties
     shall survive the execution and delivery of this First Amendment, that:
     A.   Unencumbered Assets.  Borrower has no assets that are free from a
          -------------------

          security interest, mortgage, pledge, lien, charge or other
          encumbrance.

     B.   Priority of Liens.  The security interests and liens granted to Lender
          -----------------

          under the Loan Agreement and the other Financing Agreements constitute
          valid and perfected first priority liens and security interests in and
          upon the Collateral subject only to existing liens indicated on
          Schedule 8.4 to the Loan Agreement and, with respect to Collateral
          other than Accounts and Inventory, the other liens permitted under
          Section 9.8 of the Loan Agreement.

     C.   Due Incorporation; etc.  Borrower is a corporation duly incorporated,
          -----------------------

          validly existing and in good standing under the laws of its
          jurisdiction of incorporation, and has all requisite authority to
          conduct its business in each jurisdiction in which its business is
          conducted.

     D.   No Default; etc. No Event of Default has occurred and is continuing
          ----------------

          after giving effect to this First Amendment or would result from the
          execution or delivery of this First Amendment or the consummation of
          the transactions contemplated hereby.

     E.   Corporate Power and Authority; Authorization. Borrower has the
          --------------------------------------------

          corporate power and authority to execute, deliver and carry out the
          terms and provisions of this First Amendment and the other Financing
          Agreements, and the performance by Borrower of its obligations
          hereunder and under the other Financing Agreements to which it is a
          party, have been duly authorized by all requisite corporate action by
          Borrower.

     F.   Execution and Delivery. Borrower has duly executed and delivered this
     ---------------------------                                 --------------

          First Amendment.
          -----------------


     G.   Enforceability.  The Loan Agreement, as amended by this First
          --------------

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

     H.   No Conflicts; etc. Neither the execution, delivery or performance by
          -----------------------------------------------------

          Borrower of this First Amendment nor compliance by Borrower with the
          terms and provisions hereof (i) will contravene any applicable
          provision of any law, statute, rule, regulation, order, writ,
          injunction or decree of any court or governmental instrumentality or
          (ii) will conflict or be inconsistent with, or result in any breach
          of, any of the terms, covenants, conditions or provisions of, or
          constitute a default under, or result in the creation or imposition of
          (or the obligation to create or impose) any lien upon any property or
          assets owned by it pursuant to the terms of any indenture, mortgage,
          deed of trust, agreement or other instrument to which Borrower is a
          party or by which Borrower or any of its property or assets is bound
          or to which Borrower may be subject, or (iii) will violate any
          provision of Borrower's certificate of incorporation or by-laws.

     I.   Consents; etc.  Other than the filing of mortgages and deeds of trust
          ------------------------------------------------------------

          and the Uniform Commercial Code financing statements which have been
          executed and delivered to Lender on or before the date of the First
          Amendment, no order, consent, approval, license, authorization, or
          validation of, or filing, recording or registration with or exemption
          by, any governmental or public body or authority, or any subdivision
          thereof, is required to authorize, or is required in connection with
          the execution, delivery and performance of this First Amendment or the
          consummation of any of the transactions contemplated hereby.

     J.   Representations and Warranties.  All of the representations and
          -----------------------------------------------------------

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


IV.  MISCELLANEOUS.
==================

     A.   Effect; Ratification.  The amendments set forth herein are effective
          ----------------------------------------------------------

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

     B.   Costs and Expenses.  Borrower shall pay to Lender on demand all
          -----------------------------------------------------------

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

     C.   Certain Waivers; Release.  Although Borrower does not believe that it
          -----------------------------------------------------

          has any claims against Lender, it is willing to provide Lender with a
          general and total release of all such claims in consideration of the
          benefits which Borrower will receive pursuant to this First Amendment.
           Accordingly, Borrower for itself and any successor of Borrower hereby
          knowingly, voluntarily, intentionally and irrevocably releases and
          discharges Lender and its respective officers, directors, agents and
          counsel (each a "Releasee") from any and all actions, causes of
          action, suits, sums of money, accounts, reckonings, bonds, bills,
          specialties, covenants, contracts, controversies, agreements,
          promises, variances, trespasses, damages, judgments, extents,
          executions, losses, liabilities, costs, expenses, debts, dues,
          demands, obligations or other claims of any kind whatsoever, in law,
          admiralty or equity, which Borrower ever had, now have or hereafter
          can, shall or may have against any Releasee for, upon or by reason of
          any matter, cause or thing whatsoever from the beginning of the world
          to the date of this First Amendment.

     D.   Effectiveness.  This First Amendment shall immediately become
          ------------------------------------------------------

          effective as of the date first written above upon (i) the receipt by
          Lender of duly executed counterparts of this First Amendment from
          Borrower and (ii) the satisfaction or written waiver of each condition
          precedent contained herein.

     E.   Counterparts.  This First Amendment may be executed in any number of
          ----------------------------------------------------------

          counterparts, each such counterpart constituting an original but all
          together constitute one and the same instrument.

     F.   Severability.  Any provision contained in this First Amendment that is
          ------------                                         -----------------

          held to be inoperative, unenforceable or invalid in any jurisdiction
          -------------------------------------

          shall, as to that jurisdiction, be inoperative, unenforceable or
          invalid without affecting the remaining provisions of this First
          Amendment in that jurisdiction or the operation, enforceability or
          validity of that provision in any other jurisdiction.

     G.   GOVERNING LAW.  THIS FIRST AMENDMENT SHALL BE GOVERNED BY AND
          -------------                                             ---

          CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
          ------------------------------------------------

          ILLINOIS.


          IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment as of the date first above written.


                              CONGRESS FINANCIAL CORPORATION (CENTRAL)


                              By
                                 ---------------------------------------------
                              Title:
                                    -------------------------------------------

                              KEYSTONE CONSOLIDATED INDUSTRIES, INC.


                              By
                                 ---------------------------------------------