SECOND AMENDMENT TO CREDIT AGREEMENT (364 DAY) THIS SECOND AMENDMENT TO CREDIT AGREEMENT (364 Day), dated as of June 15, 1999 (this "Amendment"), amends the Credit Agreement (364 Day), dated as of June 17, 1997 (the "Credit Agreement"), among SIMPSON...

SECOND AMENDMENT TO CREDIT AGREEMENT (364 DAY)

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (364 Day), dated as of
June 15, 1999 (this "Amendment"), amends the Credit Agreement (364 Day),
dated as of June 17, 1997 (the "Credit Agreement"), among ▇▇▇▇▇▇▇ INDUSTRIES,
INC., a Michigan corporation ("▇▇▇▇▇▇▇"), certain subsidiaries of ▇▇▇▇▇▇▇
(together with ▇▇▇▇▇▇▇, the "Borrowers"), the various financial institutions
parties thereto (collectively, the "Lenders") and ABN AMRO BANK N.V, as agent
(the "Agent") for the Lenders. Terms defined in the Credit Agreement are,
unless otherwise defined herein or the context otherwise requires, used
herein as defined therein.

WHEREAS, the parties hereto have entered into the Credit
Agreement, which provides for the Lenders to extend certain credit facilities
to the Borrowers from time to time;

WHEREAS, the parties amended the Credit Agreement (the "First
Amendment")in certain respects on June 16, 1998; and

WHEREAS, the parties hereto desire to amend the Credit Agreement
again in certain respects as hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration (the receipt and sufficiency of which are
hereby acknowledged), the parties hereto agree as follows:

SECTION 1. AMENDMENTS. Effective as of June 15, 1999, the Credit
Agreement shall be amended in accordance with Sections 1.1 through 1.10
below.

SECTION 1.1. Defined Terms. The definition of "Commitment Amount"
in Section 1.1 of the Credit Agreement is hereby amended to read in its
entirety as follows:

"'Commitment Amount' means, on any date, $50,000,000 as such
amount may be reduced from time to time pursuant to Section 2.2."

SECTION 1.2. Defined Terms. Section 1.1 of the Credit Agreement is
hereby amended by the insertion of the following definition in appropriate
alphabetical order:

"`Commitment Fee Rate' means for any period beginning on (and
including) a Margin Determination Date until (but excluding) the
next Margin Determination Date, a percentage equal to the
Commitment Fee Rate set forth in the table in the definition of
"Margin" corresponding to the Funded Debt to EBITDA Ratio as at
the end of the Fiscal Quarter immediately preceding such Margin
Determination Date."

SECTION 1.3. Defined Terms. The definition of "Margin" in Section
1.1 of the Credit Agreement is hereby amended to read in its entirety as
follows:

"'Margin' means, for any period beginning on (and including) a
Margin Determination Date until (but excluding) the next Margin Determination
Date, a percentage equal to the Margin set forth in the following table
corresponding to the Funded Debt to EBITDA Ratio as at the end of the Fiscal
Quarter immediately preceding such Margin Determination Date:

Commitment Fee
Margin for Rate for Unused Commercial
Margin for Euro- Portion of Loan Standby Letter Letter of
Funded Debt to Prime currency Commitment of Credit Face Credit Face
Level EBITDA Ratio Rate Loans Loans Availability Amount Fee Amount Fee
----- -------------- ---------- ---------- --------------- -------------- -----------

I Greater than 3.0:1.0 0.00% 1.000% 0.255% 1.000% 0.30%

II Less than or equal to 3.0:1.0,
but greater than 2.50:1.0 0.00% 0.90% 0.20% 0.90% 0.27%

III Less than or equal to 2.50:1.0,
but greater than 2.00:1.0 0.00% 0.75% 0.175% 0.75% 0.225%

IV Less than or equal to 2.00:1.0,
but greater than 1.50:1.0 0.00% 0.60% 0.15% 0.60% 0.18%

V Less than or equal to 1.5:1.0 0.00% 0.50% 0.15% 0.50% 0.15%

Notwithstanding the foregoing, in the event ▇▇▇▇▇▇▇ fails to report the
Funded Debt to EBITDA Ratio at the end of any Fiscal Quarter by the Margin
Determination Date following such Fiscal Quarter, "Margin" and "Commitment
Fee Rate" shall mean the Margin and Commitment Fee Rate set forth in Level I.
Nothing in this definition shall constitute a waiver of the financial
covenant set forth in Section 8.2.3(b) or limit the right of the Lenders to
receive interest at the rates set forth in Section 3.2.2 hereof."

SECTION 1.4. Defined Terms. The definition of "Stated Maturity
Date" in Section 1.1 of the Credit Agreement is hereby amended by the
deletion of the date "June 15, 1999" (amended to read as such by the First
Amendment) and the substitution therefor of the date "June 14, 2000."

SECTION 1.5. Defined Terms. Section 1.1 of the Credit Agreement is
hereby amended by the insertion of the following definition in appropriate
alphabetical order:

"`Utilization Fee' is defined in Section 3.3.6."

SECTION 1.6. Defined Terms. Section 1.1 of the Credit Agreement is
hereby amended by the insertion of the following definition in appropriate
alphabetical order:

"`Year 2000 Problem' means the risk that computer applications
used by the Borrower may be unable to recognize and properly
perform certain date-sensitive functions involving certain dates
prior to, and any date after, December 31, 1999."

SECTION 1.7. Commitment Fee. Section 3.3.1(a) of the Credit
Agreement is hereby amended to state in its entirety as follows:

"SECTION 3.3.1. Commitment Fee.

(a) ▇▇▇▇▇▇▇ agrees to pay to the Agent for the account
of each Lender, for the period (including any portion thereof when
its Commitment is suspended by reason of the Borrowers' inability
to satisfy any condition of Article VI) commencing on the
Effective Date and continuing through the Commitment Termination
Date, a commitment fee on such Lender's Percentage of the average
daily Dollar Amount of the unused portion of the Loan Commitment
Availability at a rate equal to the applicable Commitment Fee
Rate;"

SECTION 1.8. Letter of Credit Fronting Fee. Section 3.3.4. of the
Credit Agreement is hereby amended to state in its entirety as follows:

"Section 3.3.4. Letter of Credit Fronting Fee. The applicable
Borrower agrees to pay to the Issuer for its own account a
fronting fee for each Letter of Credit issued on the application
of such Borrower for the period from and including the date of the
issuance of such Letter of Credit to (but not including) the date
upon which each Letter of Credit expires, of 0.05% (in the case of
a standby Letter of Credit) or 0.05% (in the case of a commercial
Letter of Credit) of the face amount of such Letter of Credit
(which face amount shall be reduced by any reductions in such
Letters of Credit pursuant to Section 4.1(c) hereof). Such fee
shall be payable in immediately available funds on the date of
issuance of such Letter of Credit."

SECTION 1.9. Utilization Fees. Section 3.3.6. of the Credit
Agreement is hereby created to state in its entirety as follows:

"Section 3.3.6 Utilization Rates.

(a) The applicable Borrower agrees to pay to the Agent,
for the account of the Lenders, a per annum utilization fee (the
"Utilization Fee") on all Outstandings of .075% during any period
that the Outstandings exceed 50% of the total Commitment Amount.

(b) For purposes of determining the Utilization Fee, the
average daily Dollar Amount of all outstanding Loans and the
unused portion of the Loan Commitment Availability shall be
determined as of each applicable Determination Date; and

SECTION 1.10. Representations and Warranties. Section 7.16. of the
Credit Agreement is hereby created to state in its entirety as follows:

"Section 7.16. Year 2000 Problem. The Borrower has reviewed the
areas within its business and operations which could be adversely
affected by, and has developed or is developing a program to
address on a timely basis, the Year 2000 Problem, and has made
related appropriate inquiry of its material suppliers and vendors.
Based on such review and program, the Borrower believes that the
Year 2000 Problem will not have a Material Adverse Effect on the
Borrower."

SECTION 2. CONDITIONS PRECEDENT. This Amendment shall become
effective when each of the conditions precedent set forth in this Section 2
shall have been satisfied, and notice thereof shall have been given by the
Agent to ▇▇▇▇▇▇▇ and the Lenders.

SECTION 2.1. Receipt of Documents. The Agent shall have received
all of the following documents duly executed, dated the date hereof or such
other date as shall be acceptable to the Agent, and in form and substance
satisfactory to the Agent:

(a) Amendment. This Amendment, duly executed by ▇▇▇▇▇▇▇,
the Agent and the Lenders.

(b) Secretary's Certificate. A certificate of the
secretary or an assistant secretary of ▇▇▇▇▇▇▇, as to (i)
resolutions of the Board of Directors of ▇▇▇▇▇▇▇ then in full
force and effect authorizing the execution, delivery and
performance of this Amendment and each other document described
herein, and (ii) the incumbency and signatures of those officers
of ▇▇▇▇▇▇▇ authorized to act with respect to this Amendment and
each other document described herein.

SECTION 2.2. Compliance with Warranties, No Default, etc. Both
before and after giving effect to the effectiveness of this Amendment, the
following statements by ▇▇▇▇▇▇▇ shall be true and correct (and ▇▇▇▇▇▇▇, by
its execution of this Amendment, hereby represents and warrants to the Agent
and each Lender that such statements are true and correct as at such times):

(a) the representations and warranties set forth in
Article VII of the Credit Agreement shall be true and correct with
the same effect as if then made (unless stated to relate solely to
an earlier date, in which case such representations and warranties
shall be true and correct as of such earlier date); and

(b) no Default shall have then occurred and be
continuing.

SECTION 2.3. Payment of all fees. ▇▇▇▇▇▇▇ shall have paid an up
front fee to each Lender of .05% of the increase (caused by this Amendment)
to each Lender's Commitment.

SECTION 3. REPRESENTATIONS AND WARRANTIES. To induce the Lenders
and the Agent to enter into this Amendment, ▇▇▇▇▇▇▇ hereby represents and
warrants to the Agent and each Lender as follows:

SECTION 3.1. Due Authorization, Non-Contravention, etc. The
execution, delivery and performance by ▇▇▇▇▇▇▇ of this Amendment are within
▇▇▇▇▇▇▇'▇ corporate powers, have been duly authorized by all necessary
corporate action, and do not

(a) contravene ▇▇▇▇▇▇▇'▇ Organic Documents;

(b) contravene any contractual restriction, law or
governmental regulation or court decree or order binding on or
affecting ▇▇▇▇▇▇▇; or

SECTION 3.2. Government Approval, Regulation, etc. No
authorization or approval or other action by, and no notice to or filing
with, any governmental authority or regulatory body or other Person is
required for the due execution, delivery or performance by ▇▇▇▇▇▇▇ of this
Amendment.

SECTION 3.3. Validity, etc. This Amendment constitutes the legal,
valid and binding obligation of ▇▇▇▇▇▇▇ enforceable in accordance with its
terms.

SECTION 4. MISCELLANEOUS.

SECTION 4.1. Continuing Effectiveness, etc. This Amendment shall
be deemed to be an amendment to the Credit Agreement, and the Credit
Agreement, as amended hereby, shall remain in full force and effect and is
hereby ratified, approved and confirmed in each and every respect. After the
effectiveness of this Amendment in accordance with its terms, all references
to the Credit Agreement in the Loan Documents or in any other document,
instrument, agreement or writing shall be deemed to refer to the Credit
Agreement as amended hereby.

SECTION 4.2. Payment of Costs and Expenses. ▇▇▇▇▇▇▇ agrees to pay
on demand all expenses of the Agent (including the fees and out-of-pocket
expenses of counsel to the Agent) in connection with the negotiation,
preparation, execution and delivery of this Amendment.

SECTION 4.3. Severability. Any provision of this Amendment which
is prohibited or unenforceable in any jurisdiction shall, as to such
provision and such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
of this Amendment or affecting the validity or enforceability of such
provision in any other jurisdiction.

SECTION 4.4. Headings. The various headings of this Amendment are
inserted for convenience only and shall not affect the meaning or
interpretation of this Amendment or any provisions hereof.

SECTION 4.5. Execution in Counterparts. This Amendment may be
executed by the parties hereto in several counterparts, each of which shall
be deemed to be an original and all of which shall constitute together but
one and the same agreement.

SECTION 4.6. Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE
A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF
ILLINOIS.

SECTION 4.7. Successors and Assigns. This Amendment shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed by their respective officers thereunto duly authorized as of
the day and year first above written.

▇▇▇▇▇▇▇ INDUSTRIES, INC.