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CONSENT AND SECOND AMENDMENT TO
CREDIT AGREEMENT

This CONSENT AND SECOND AMENDMENT TO CREDIT AGREEMENT (this Amendment)
is dated as of October 3, 2002, and is entered into by and among The Hillman
Group, Inc. (Borrower), Heller Financial, Inc., in its capacity as Agent for
the Lenders party to the Credit Agreement described below (Agent), and the
Lenders which are signatories hereto.

WHEREAS, Agent, Lenders and Borrower are parties to a certain Credit
Agreement dated as of September 28, 2001 (as such agreement has from time to
time been amended, supplemented or otherwise modified, the Credit Agreement);
and

WHEREAS, Borrower has requested that Agent and Lenders consent to the
acquisition (the Acquisition) by Borrower of certain assets of Fastenal
Company, a Minnesota corporation (Seller) pursuant to the terms of that
certain Asset Purchase Agreement dated of even date herewith between Borrower
and Seller (the Purchase Agreement); and

WHEREAS Borrower has further requested that Agent and Lenders agree to
amend the Credit Agreement in certain respects.

NOW THEREFORE, in consideration of the mutual conditions and agreements
set forth in the Credit Agreement and this Amendment, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:

1.     Definitions. Capitalized terms used in this Amendment, unless
otherwise defined herein, shall have the meaning ascribed to such terms in the
Credit Agreement.

2.     Consent. Subject to the conditions precedent set forth in Section 4 of
this Amendment, and in reliance on the representations and warranties set forth
in Section 5 of this Amendment, Agent and Lenders hereby consent to the
consummation of the Acquisition pursuant to the terms set forth in the Purchase
Agreement attached hereto as Exhibit A. Except as expressly provided herein,
the foregoing consent shall not constitute (a) a modification or alteration of
the terms, conditions or covenants of the Credit Agreement or any document
entered into in connection therewith, or (b) a waiver, release or limitation
upon the exercise by Agent or Lenders of any of their rights, legal or
equitable, hereunder or under the Credit Agreement or any Loan Document.

3.     Amendments. Subject to the conditions precedent set forth in Section 4
of this Amendment, and in reliance on the representations and warranties set
forth in





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Section 5 of this Amendment, Borrower, Agent and Lenders hereby amend
the Credit Agreement as follows:

(a)     To the extent necessary to make the representations and warranties
made under the Credit Agreement true, correct and complete after giving effect
to the consummation of the Acquisition, the disclosure schedules to the Credit
Agreement and the other Loan Documents identified on Exhibit B hereto are
hereby amended in the manner set forth therein.

(b)     Subsection 4.4 of the Credit Agreement is hereby amended and restated
in its entirety, as follows:

4.4  Fixed Charge Coverage.

Borrower shall not permit Fixed Charge Coverage for any twelve (12) month
period ending on the last day of any month ending during any of the periods set
forth below to be less than the ratio set forth below for such period.

|                                   |  |                  |       | 
|---------------------------------- |  | ---------------- | ----- | 
|Period                             |  | Applicable Ratio
|                                   |  |                 
|October 31, 2001-December 31, 2003 |  |                  | 1.05x | 
|January 31, 2004 and thereafter    |  |                  | 1.10x | 

Fixed Charge Coverage will be calculated as illustrated on Exhibit 4.8(C).

4.     Conditions. The effectiveness of this Amendment is subject to the
following conditions precedent (unless specifically waived in writing by
Agent):

(a)     Borrower shall have executed and delivered this Amendment and such
other documents and instruments as Agent may require shall have been executed
and/or delivered to Agent;

(b)     Agent shall have received (i) a fully-executed copy of the Purchase
Agreement (including all schedules and exhibits thereto) and each of the other
ancillary documents executed in connection therewith, and (ii) evidence that
the transactions contemplated thereby have been consummated, each in form and
substance satisfactory to Agent, in its sole discretion, as evidenced by
Agents execution of this Amendment;

(c)     Borrower shall have executed and delivered to Agent the Collateral
Assignment of Undertakings Under Asset Purchase Agreement, in form and
substance satisfactory to Agent, in its sole discretion;

(d)     Agent shall have received a Consent and Reaffirmation of Guaranty
executed by each of First Tier Holdings and Second Tier Holdings in form and
substance satisfactory to Agent, in its sole discretion; and

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(e)     No Default or Event of Default shall have occurred and be continuing.

5.     Representations
and Warranties. To induce Agent and Lenders to enter
into this Amendment, Borrower represents and warrants to Agent and Lenders:

(a)     that the execution, delivery and performance of this Amendment has
been duly authorized by all requisite corporate action on the part of Borrower
and that this Amendment has been duly executed and delivered by Borrower;

(b)     that each of the representations and warranties set forth in Section 5
of the Credit Agreement (other than those which, by their terms, specifically
are made as of a certain date prior to the date hereof) are true and correct in
all material respects as of the date hereof; and

(c)     that the consummation of the Acquisition and the other transactions
contemplated thereby does not and will not violate or conflict with any laws,
rules, regulations or orders of any governmental authority or violate, conflict
with, result in a breach of, or constitute a default (with due notice or lapse
of time or both) under any Contractual Obligation (including without limitation
under the Debentures) or organizational documents of any Loan Party.

6.     Amendment to Trademark Security Agreement. Borrower, Agent and Lenders
hereby acknowledge and agree that Schedule A to the Trademark Security
Agreement is hereby amended by adding thereto the federally registered
trademarks listed on Exhibit C attached hereto, which trademarks are being
acquired by Borrower in connection with the Acquisition. Borrower hereby
further acknowledges and agrees that Agent shall have the right to file any
necessary documentation with the United States Patent and Trademark Office (the
PTO) to evidence Agents and Lenders security interest in such additional
trademarks.

7.     Additional
Agreements.

(a)     Borrower hereby agrees that within thirty (30) days of the date
hereof, Borrower shall deliver to Agent, with respect to the real property
located in Goodlettsville, Tennessee that is being acquired by Borrower in
connection with the Acquisition, (i) a fully-executed Deed of Trust, in form
and substance satisfactory to Agent, in Agents sole discretion, and (ii) all
insurance documents and other agreements requested by Agent in connection
therewith, including without limitation such title insurance requirements and
surveys as requested by Agent, each in form and substance satisfactory to
Agent, in Agents sole discretion (collectively, the Mortgage Documents).
Borrower hereby acknowledges and agrees that Borrowers failure to deliver such
Mortgage Documents to Agent within thirty (30) days of the date hereof shall
upon written notice by Agent to Borrower constitute an Event of Default under
the Credit Agreement.

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(b)     Borrower hereby agrees that within thirty (30) days of the date
hereof, Borrower shall deliver to Agent a Landlords Agreement (or Agreements)
with respect to the leased property located in Rockford, Illinois that is being
acquired by Borrower in connection with the Acquisition, which Landlords
Agreement (or Agreements) shall have been executed by Borrower, the landlord
for the property and the sub-landlord for the property, and shall otherwise be
in form and substance satisfactory to Agent, in Agents sole discretion.
Borrower hereby acknowledges and agrees that Borrowers failure to deliver such
Landlords Agreement (or Agreements) to Agent within thirty (30) days of the
date hereof shall upon written notice by Agent to Borrower constitute an Event
of Default under the Credit Agreement.

(c)     Borrower hereby agrees that within five (5) days of the date hereof,
Borrower shall deliver to Agent, in form and substance satisfactory to Agent in
Agents sole discretion, an originally-executed assignment agreement pursuant
to which Seller has assigned to Borrower the federally-registered trademarks
set forth on Exhibit C hereto, for Agent to file with the PTO. Borrower hereby
acknowledges and agrees that Borrowers failure to deliver such trademark
assignment to Agent within five (5) days of the date hereof shall upon written
notice by Agent to Borrower constitute an Event of Default under the Credit
Agreement.

8.     Severability. Any provision of this Amendment held by a court of
competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.

9.     References. Any reference to the Credit Agreement contained in any
document, instrument or agreement executed in connection with the Credit
Agreement shall be deemed to be a reference to the Credit Agreement as modified
by this Amendment.

10.     Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall constitute an original, but all of which
taken together shall be one and the same instrument.

11.     Ratification. The terms and provisions set forth in this Amendment
shall modify and supersede all inconsistent terms and provisions of the Credit
Agreement and shall not be deemed to be a consent to the modification or waiver
of any other term or condition of the Credit Agreement. Except as expressly
modified and superseded by this Amendment, the terms and provisions of the
Credit Agreement are ratified and confirmed and shall continue in full force
and effect.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed under seal and delivered by their respective duly authorized
officers on the date first written above.



| | THE HILLMAN GROUP, INC.
| | -----------------------



| | /s/ James P.
Waters
By: James P. Waters
Title: Vice President-Finance
| | ---------------------------------------------------------------------



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| | HELLER FINANCIAL, INC., as Agent, an Issuing
Lender and a Lender
| | ----------------------------------------------------------------



| | By: /s/ Robert A. Pierce
Title: Duly Authorized Signatory
| | ---------------------------------------------------------



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| | ANTARES CAPITAL CORPORATION
| | ---------------------------



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



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| | MADISON CAPITAL FUNDING LLC
| | ---------------------------



| | By: /s/ K. Thomas Klimmeck
Title: Managing Director
| | ---------------------------------------------------



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| | GENERAL ELECTRIC CAPITAL CORPORATION
| | ------------------------------------



| | By: /s/ Michael Lustbader
Title: Duly Authorized Signatory
| | ----------------------------------------------------------



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| | PNC BANK, NATIONAL ASSOCIATION
| | ------------------------------



| | By: /s/ Joni Wagner
Title: Assistant Vice President
| | ---------------------------------------------------



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| | FIFTH THIRD BANK
| | ----------------



| | By: ___________________________
Title:__________________________
| | ----------------------------------------------------------------



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| | JOHN HANCOCK LIFE INSURANCE COMPANY
| | -----------------------------------



| | By: ___________________________
Title:__________________________
| | ----------------------------------------------------------------



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| | JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
| | --------------------------------------------



| | By: ___________________________
Title:__________________________
| | ----------------------------------------------------------------



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| | INVESTORS PARTNER LIFE INSURANCE COMPANY
| | ----------------------------------------



| | By: ___________________________
Title:__________________________
| | ----------------------------------------------------------------



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| | MARINER CDO 2002, LTD.
| | ----------------------



| | By: ___________________________
Title:__________________________
| | ----------------------------------------------------------------



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| | THE PROVIDENT BANK
| | ------------------

| |        |               
| | ------ | --------------
| | By:    | /s/ Scott Kray
| | Title: | Vice President



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