THIS FIRST AMENDMENT TO CREDIT AGREEMENT (Five Year), dated as of June 16, 1998 (this "Amendment"), amends the Credit Agreement (Five Year), dated as of June 17, 1997 (the "Credit Agreement"), among SIMPSON INDUSTRIES, INC., a Michigan corporation...

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (Five Year), dated as of June
16, 1998 (this "Amendment"), amends the Credit Agreement (Five Year), 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; and

WHEREAS, the parties hereto desire to amend the Credit Agreement 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 16, 1998, the Credit
Agreement and the Swing Note shall be amended in accordance with Sections 1.1
through 1.9 below.

SECTION 1.1. Agreement is hereby amended to state in its entirety as
follows:

"SECTION 2.7. Swing Line Commitment. From time to time on any
Business Day occurring prior to the Commitment Termination Date, the
Swing Lender agrees to make loans to ▇▇▇▇▇▇▇ (each such loan, a "Swing
Loan") in an aggregate principal amount when added to the "Swing Loans"
under the Companion Agreement not to exceed $15,000,000. All Swing
Loans shall be in Dollars. On the terms and subject to the conditions
hereof, ▇▇▇▇▇▇▇ may from time to time borrow, prepay and reborrow Swing
Loans."

SECTION 1.2. Liens. Section 8.2.2 of the Credit Agreement is hereby
amended to state in its entirety as follows:

"SECTION 8.2.2. Liens. ▇▇▇▇▇▇▇ will not, and will not permit any
of its Subsidiaries to, create, incur, assume or suffer to exist any
Lien upon any asset, whether now owned or hereafter acquired, except:

(a) Liens existing on the date of this Agreement and identified
on Item 8.2.6(a)(iii) ("Ongoing Indebtedness") of the Disclosure
Schedule, securing Indebtedness outstanding on the date of this
Agreement described in said Item;
(b) Liens for taxes, assessments or other governmental charges
or levies not at the time delinquent or thereafter payable without
penalty or being diligently contested in good faith by appropriate
proceedings and for which adequate reserves in accordance with GAAP
shall have been set aside on its books;

(c) Liens of carriers, warehousemen, mechanics, materialmen and
landlords incurred in the ordinary course of business for sums not
overdue or being diligently contested in good faith by appropriate
proceedings and for which adequate reserves in accordance with GAAP
shall have been set aside on its books;

(d) Liens incurred in the ordinary course of business other than
in connection with borrowed money;

(e) judgment Liens in existence less than 15 days after the
entry thereof or with respect to which execution has been stayed or the
payment of which is covered in full (subject to a customary deductible)
by insurance maintained with responsible insurance companies;

(f) Liens in connection with Capitalized Lease Liabilities in
amounts permitted hereunder;

(g) Liens on newly acquired assets of, and stock of, special
purpose entities; and

(h) Liens on assets securing Indebtedness incurred in connection
with the securitization of receivables in an amount when added to
Indebtedness secured by other Liens (other than Liens permitted under
Sections 8.2.2(b) and (c)) permitted under this Section 8.2.2 and
Indebtedness of Subsidiaries of ▇▇▇▇▇▇▇ shall not exceed 10% of the sum
of the total Indebtedness of ▇▇▇▇▇▇▇ and its Subsidiaries and the Net
Worth of ▇▇▇▇▇▇▇ and its Subsidiaries."

SECTION 1.3. Investments. Section 8.2.5 of the Credit Agreement is
hereby deleted and intentionally left blank.

SECTION 1.4. Indebtedness. Section 8.2.6 of the Credit Agreement is
hereby amended to state in its entirety as follows:

"Section 8.2.6. Indebtedness. () The Borrowers will not, and
will not permit any of their Subsidiaries to, create, incur, assume or
suffer to exist or otherwise become or be liable in respect of any
Indebtedness at any time outstanding in excess of 3.5 times EBITDA (as
of the most recent Fiscal Quarter end.)

(a) ▇▇▇▇▇▇▇ shall not permit any Indebtedness of any of its
Subsidiaries to exist except:

(i) Indebtedness to ▇▇▇▇▇▇▇ or another Subsidiary; and

(ii) Indebtedness in an amount which, when added to the
amount of Indebtedness of ▇▇▇▇▇▇▇ subject to Liens (other than
Liens described in Sections 8.2.2(b) and (c)), shall not exceed
10% of the sum of the total Indebtedness of ▇▇▇▇▇▇▇ and its
Subsidiaries and the Net Worth of ▇▇▇▇▇▇▇ and its Subsidiaries."

SECTION 1.5. Subordinated Debt. Section 8.2.7 of the Credit Agreement
is hereby amended to state in its entirety as follows:

"SECTION 8.2.7. Subordinated Debt. The Borrower will not incur,
or permit to exist, any Subordinated Debt with respect to which
principal payments are required to be made prior to the Stated Maturity
Date and will not make any prepayments on any Subordinated Debt."

SECTION 1.6. Capital Expenditures. Section 8.2.8 of the Credit
Agreement is hereby deleted and intentionally left blank.

SECTION 1.7. Sale/Leaseback. Section 8.2.10 of the Credit Agreement is
hereby amended to state in its entirety as follows:

"SECTION 8.2.10. Sale/Leaseback. The Borrowers will not, and
will not permit any of their Subsidiaries to, sell or otherwise transfer
any assets with the intent to lease such assets as lessee other than the
transfer of ▇▇▇▇▇▇▇'▇ corporate headquarters and technical center at
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇."

SECTION 1.8. Asset Dispositions. Section 8.2.12 of the Credit Agreement
is hereby amended to state in its entirety as follows:

"SECTION 8.2.12 Asset Dispositions, etc. The Borrowers will not,
and will not permit any of their Subsidiaries to, sell, transfer, lease,
contribute or otherwise convey, or grant options, warrants or other
rights with respect to, all or any substantial part of their assets
(including accounts receivable and capital stock of Subsidiaries) to any
Person, unless

(a) such sale, transfer, lease, contribution or conveyance is in
the ordinary course of its business; or

(b) the net book value of such assets, together with the net
book value of all other assets sold, transferred, leased,
contributed or conveyed otherwise than in the ordinary course of
business by the Borrowers or any of their Subsidiaries pursuant to
this clause in any Fiscal Year, does not exceed 10% of the
consolidated total assets of ▇▇▇▇▇▇▇ and its Subsidiaries in
addition to any transfer in connection with a sale and leaseback
permitted pursuant to Section 8.2.10."

SECTION 1.9. Swing Note. The Swing Note is hereby amended to delete
the numbers "$10,000,000" and "Ten Million Dollars" wherever they appear and
substitute therefor the numbers "$15,000,00" and "Fifteen Million Dollars",
respectively.

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 Required 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 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.