THIS FIRST AMENDMENT TO CREDIT AGREEMENT (364 Day), dated as of June 16, 1998 (this "Amendment"), amends the Credit Agreement (364 Day), dated as of June 17, 1997 (the "Credit Agreement"), among SIMPSON INDUSTRIES, INC., a Michigan corporation...

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (364 Day), dated as of June 16,
1998 (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; 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 1.10 below.

SECTION a. Stated Maturity Date. The definition of "Stated Maturity
Date" in Section 1.1 of the Credit Agreement is hereby amended by the deletion
of the date "June 16, 1998" and the substitution therefor of the date "June
15, 1999."

SECTION b. Swing Line. Section 2.7 of the Credit 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 c. 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:

i. 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;

ii. 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;

iii. 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;

iv. Liens incurred in the ordinary course of business
other than in connection with borrowed money;

v. 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;

vi. Liens in connection with Capitalized Lease Liabilities
in amounts permitted hereunder;

vii. Liens on newly acquired assets of, and stock of,
special purpose entities; and

viii. 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 d. Investments. Section 8.2.5 of the Credit Agreement is
hereby deleted and intentionally left blank.

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

"Section 8.2.6. Indebtedness.

i. 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.)

ii. ▇▇▇▇▇▇▇ shall not permit any Indebtedness of any of
its Subsidiaries to exist except:

1) Indebtedness to ▇▇▇▇▇▇▇ or another Subsidiary; and

2) 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 f. 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 g. Capital Expenditures. Section 8.2.8 of the Credit Agreement
is hereby deleted and intentionally left blank.

SECTION h. 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 i. 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

i. such sale, transfer, lease, contribution or conveyance
is in the ordinary course of its business; or

ii. 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 j. Swing Note. The Swing Note is hereby amended to delete the
numbers "$10,000,000" and "Ten Million Dollars" wherever they appear the
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 a. 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:

i. Amendment. This Amendment, duly executed by ▇▇▇▇▇▇▇,
the Agent and the Required Lenders.

ii. 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 b. 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):

i. 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

ii. 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 a. 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

i. contravene ▇▇▇▇▇▇▇'▇ Organic Documents;

ii. contravene any contractual restriction, law or
governmental regulation or court decree or order binding on
or affecting ▇▇▇▇▇▇▇; or

iii. result in, or require the creation or imposition of,
any Lien on any of ▇▇▇▇▇▇▇'▇ properties.

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

SECTION 4. MISCELLANEOUS.

SECTION a. 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 b. 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 c. 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 d. 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 e. 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 f. 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 g. 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.