HILLENBRAND INDUSTRIES INC
1ST AMEND. TO AMENDED & RESTATED CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.25
<SEQUENCE>19
<FILENAME>c81457exv10w25.txt
<DESCRIPTION>1ST AMEND. TO AMENDED & RESTATED CREDIT AGREEMENT
<TEXT>
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                                                                   EXHIBIT 10.25

                                 FIRST AMENDMENT
                                       TO
                  364-DAY AMENDED AND RESTATED CREDIT AGREEMENT

         FIRST AMENDMENT to the 364-Day Amended and Restated Credit Agreement
dated as of October 10, 2003 (this "First Amendment") among HILLENBRAND
INDUSTRIES, INC. (the "Borrower"), each lender to the 364-Day Amended and
Restated Credit Agreement (as defined below) (the "Lenders"), and BANK OF
AMERICA, N.A., as Administrative Agent (in such capacity, the "Administrative
Agent") and Alternative Rate Lender, CITICORP NORTH AMERICA, INC., as
Syndication Agent, and BANK ONE, NA, LASALLE BANK NATIONAL ASSOCIATION and UBS
AG, STAMFORD BRANCH, as Documentation Agents.

         PRELIMINARY STATEMENTS:

         (1)      The Borrower, the Lenders, the Administrative Agent, Citicorp
North America, Inc., as Syndication Agent, and Bank One, NA, LaSalle Bank
National Association and UBS AG, Stamford Branch, as Documentation Agents,
entered into that certain 364-Day Amended and Restated Credit Agreement dated as
of July 30, 2003 (the "364-Day Amended and Restated Credit Agreement" and as
amended by this First Amendment and as hereinafter amended, modified,
supplemented, extended or restated from time to time, the "Amended Credit
Agreement"). Capitalized terms used and not otherwise defined herein shall have
the meanings assigned to such terms in the Amended Credit Agreement.

         (2)      The Borrower has requested the Lenders, among other things,
amend covenants and other provisions in the 364-Day Amended and Restated Credit
Agreement.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto covenant and agree as follows:

         SECTION 1.01. Amendments to Article VII.

         (a)      Section 7.01(j) is hereby amended by changing the reference
therein from "Section 7.03(g)" to "Section 7.03(i)".

         (b)      Section 7.03 is hereby amended by: (i) changing the existing
Section 7.03(g) to be Section 7.03(i) and replacing in such section the phrase
"under subsection (a) through (f)" with "under subsection (a) through (h)", (ii)
deleting the word "and" at the end of Section 7.03(f) and (iii) adding new
Sections 7.03(g) and (h) as follows:

                  "(g)     Indebtedness of a Substantially-Owned Subsidiary of
         the Borrower to the Borrower or any of its Substantially-Owned
         Subsidiaries or Indebtedness of the Borrower to any Substantially-Owned
         Subsidiary of the Borrower if such Indebtedness is evidenced by notes
         contributed to Sycamore Insurance Company Ltd. or its Subsidiaries or
         if such Indebtedness otherwise secures liabilities to third parties;
         provided that (i) immediately before and after giving effect thereto,
         no Default exists or would result therefrom, (ii) each item of such
         Indebtedness shall be unsecured and, (A) in the case of Indebtedness
         owed by the Borrower, shall be subordinated in right of payment to all
         of the Obligations under this Agreement and the other Loan Documents on
         the terms set forth in Exhibit G

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         and (B) in the case of Indebtedness owed by any Substantially-Owned
         Subsidiary of the Borrower, shall not be paid unless all accrued and
         owed Obligations under this Agreement and the other Loan Documents are
         paid in full; (iii) the aggregate amount of all such Indebtedness shall
         not exceed $2 billion; and (iv) such Indebtedness shall only be
         permitted to the extent that it will be eliminated for purposes of the
         consolidated financial statements of the Borrower in accordance with
         GAAP;

                  (h)      Indebtedness of a Substantially-Owned Subsidiary of
         the Borrower to the Borrower or any of its Substantially-Owned
         Subsidiaries or Indebtedness of the Borrower to any Substantially-Owned
         Subsidiary of the Borrower in connection with loans or advances, other
         than intercompany Indebtedness of the type contemplated in Section
         7.03(g); provided that (i) immediately before and after giving effect
         thereto, no Default exists or would result therefrom, (ii) each item of
         intercompany debt shall be unsecured and, (A) in the case of
         Indebtedness owed by the Borrower, shall be subordinated in right of
         payment to all of the Obligations under this Agreement and the other
         Loan Documents on the terms set forth in Exhibit G, and (B) in the case
         of Indebtedness owed by any Substantially-Owned Subsidiary of the
         Borrower, shall not be paid unless all accrued and owed Obligations
         under this Agreement and the other Loan Documents are paid in full; and
         (iii) such Indebtedness shall only be permitted to the extent that it
         will be eliminated for purposes of the consolidated financial
         statements of the Borrower in accordance with GAAP; and"

         SECTION 1.02. Other Amendments to Credit Agreement.

         (a)      Exhibit G hereto is hereby added as Exhibit G to the Amended
Credit Agreement.

         (b)      A new definition is hereby added to Section 1.01, in
appropriate alphabetical order, as follows:

                  "Substantially-Owned Subsidiary" means any Person at least 90%
         of the capital stock or other equity interests of which are directly or
         indirectly owned by the Borrower.

         (c)      Section 7.08 is amended by adding the following immediately
before the period at the end thereof:

                  "; provided that this Section 7.08 shall not prohibit any
         transaction permitted by Section 7.03(g) or 7.03(h)"

         SECTION 1.03. Representations and Warranties. The Borrower hereby
represents and warrants to the Administrative Agent and the Lenders, as follows:

                  (a)      After giving effect to this First Amendment, the
         representations and warranties set forth in Article V of the Amended
         Credit Agreement, and in each other Loan Document, are true and correct
         in all material respects on and as of the date hereof and on and as of
         the First Amendment Effective Date (as defined below) with the same
         effect as if made on and as of the date hereof, except (i) to the
         extent such representations and warranties expressly relate solely to
         an earlier date, in which case they shall be true and correct in all
         material respects as of such earlier date and (ii) the representations
         and

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         warranties contained in subsections (a) and (b) of Section 5.05 of the
         Amended Credit Agreement shall be deemed to refer to the most recent
         statements furnished pursuant to subsections (a) and (b), respectively,
         of Section 6.01 of the Amended Credit Agreement.

                  (b)      After giving effect to this First Amendment, no
         Default or Event of Default has occurred and is continuing under the
         Amended Credit Agreement.

                  (c)      The execution, delivery and performance by the
         Borrower of this First Amendment have been duly authorized by the
         Borrower.

                  (d)      This First Amendment constitutes the legal, valid and
         binding obligation of the Borrower, enforceable against the Borrower in
         accordance with its terms.

                  (e)      The execution, delivery and performance by the
         Borrower of this First Amendment do not (i) contravene the terms of any
         such Person's Organization Documents; (ii) conflict with or result in
         any breach or contravention of, or the creation of any Lien under, (A)
         any Contractual Obligation to which the Borrower is a party, except to
         the extent that such breach, contravention or creation of any such Lien
         could not reasonably be expected to have a Material Adverse Effect or
         (B) any order, injunction, writ or decree of any Governmental Authority
         or any arbitral award to which the Borrower or its property is subject;
         or (iii) violate any material Law.

                  (f)      There are no actions, suits, proceedings, claims or
         disputes, pending, or, to the knowledge of the Borrower after due and
         diligent investigation threatened or contemplated, at law, in equity,
         in arbitration or before any Governmental Authority by or against the
         Borrower or any of its Subsidiaries or against any of their properties
         or revenues that (i) purport to affect or pertain to this Amended
         Credit Agreement or any other Loan Document, or any of the transactions
         contemplated hereby or (ii) either individually or in aggregate, could
         reasonably be expected to have a Material Adverse Effect.

         SECTION 1.04. Effectiveness. This First Amendment shall become
effective only upon satisfaction of the following conditions precedent (the
first date upon which each such condition has been satisfied being herein called
the "First Amendment Effective Date"):

                  (a)      The Administrative Agent shall have received duly
         executed counterparts of this First Amendment which, when taken
         together, bear the authorized signatures of the Borrower, the
         Administrative Agent and the Required Lenders.

                  (b)      The Borrower shall have paid all expenses referred to
         in Section 1.06 of this First Amendment.

         SECTION 1.05. APPLICABLE LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED
THAT ALL PARTIES HERETO SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

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         SECTION 1.06. Expenses. The Borrower shall pay all reasonable costs and
expenses incurred by the Administrative Agent in connection with the
preparation, negotiation, execution, delivery and enforcement of this First
Amendment, including all reasonable Attorney Costs. The agreement set forth in
this Section 1.06 shall survive the termination of this First Amendment and the
Amended Credit Agreement.

         SECTION 1.07. Counterparts. This First Amendment may be executed in any
number of counterparts, each of which shall constitute an original but all of
which when taken together shall constitute but one agreement. Delivery of an
executed counterpart of the signature page of this First Amendment by facsimile
transmission shall be effective as delivery of a manually executed counterpart
thereof.

         SECTION 1.08. Amended Credit Agreement. Except as expressly modified or
consented to herein, the Amended Credit Agreement shall continue in full force
and effect in accordance with the provisions thereof. This First Amendment is a
Loan Document executed under the Amended Credit Agreement and shall be construed
in accordance with the Amended Credit Agreement. The parties hereto waive any
Default or Event of Default existing on the date hereof that resulted from any
matter permitted by the Amended Credit Agreement, but not permitted by the
364-Day Amended and Restated Credit Agreement prior to this First Amendment.

                           [Signature Pages to Follow]

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

                                      HILLENBRAND INDUSTRIES, INC.

                                      By: ______________________________________

                                      Name: ____________________________________

                                      Title: ___________________________________

                                      BANK OF AMERICA, N.A., as
                                      Administrative Agent

                                      By: ______________________________________

                                      Name: ____________________________________

                                      Title: ___________________________________

                                      CITICORP NORTH AMERICA, INC., as
                                      Syndication Agent

                                      By: ______________________________________

                                      Name: ____________________________________

                                      Title: ___________________________________

                                      BANK ONE, NA,
                                      as Documentation Agent

                                      By: ______________________________________

                                      Name: ____________________________________

                                      Title: ___________________________________

                                      LASALLE BANK NATIONAL ASSOCIATION, as
                                      Documentation Agent

                                      By: ______________________________________

                                      Name: ____________________________________

                                      Title: ___________________________________

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                                      UBS AG, STAMFORD BRANCH,
                                      as Documentation Agent

                                      By: ______________________________________

                                      Name: ____________________________________

                                      Title: ___________________________________

                                      By: ______________________________________

                                      Name: ____________________________________

                                      Title: ___________________________________

                                      BANK OF AMERICA, N.A., as a Lender and
                                      Alternative Rate Lender

                                      By: ______________________________________

                                      Name: ____________________________________

                                      Title: ___________________________________

                                      BANK ONE, NA, as a Lender

                                      By: ______________________________________

                                      Name: ____________________________________

                                      Title: ___________________________________

                                      BNP PARIBAS, as a Lender

                                      By: ______________________________________

                                      Name: ____________________________________

                                      Title: ___________________________________

                                      By: ______________________________________

                                      Name: ____________________________________

                                      Title: ___________________________________

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                                      CITICORP NORTH AMERICA, INC., as a Lender

                                      By: ______________________________________

                                      Name: ____________________________________

                                      Title: ___________________________________

                                      FIFTH THIRD BANK, as a Lender

                                      By: ______________________________________

                                      Name: ____________________________________

                                      Title: ___________________________________

                                      KEYBANK NATIONAL ASSOCIATION, as a Lender

                                      By: ______________________________________

                                      Name: ____________________________________

                                      Title: ___________________________________

                                      LASALLE BANK NATIONAL ASSOCIATION, as a
                                      Lender

                                      By: ______________________________________

                                      Name: ____________________________________

                                      Title: ___________________________________

                                      NATIONAL CITY BANK OF INDIANA, as a Lender

                                      By: ______________________________________

                                      Name: ____________________________________

                                      Title: ___________________________________

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                                      THE NORTHERN TRUST COMPANY, as a Lender

                                      By: ______________________________________

                                      Name: ____________________________________

                                      Title: ___________________________________

                                      PNC BANK, NATIONAL ASSOCIATION, as a
                                      Lender

                                      By: ______________________________________

                                      Name: ____________________________________

                                      Title: ___________________________________

                                      SUNTRUST BANK, as a Lender

                                      By: ______________________________________

                                      Name: ____________________________________

                                      Title: ___________________________________

                                      UBS AG, STAMFORD BRANCH, as a Lender

                                      By: ______________________________________

                                      Name: ____________________________________

                                      Title: ___________________________________

                                      By: ______________________________________

                                      Name: ____________________________________

                                      Title: ___________________________________

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                                    EXHIBIT G
                               SUBORDINATION TERMS

                                    [LEGEND]

                  The indebtedness evidenced by this instrument is subordinated
                  to the prior payment in full of certain Senior Indebtedness
                  pursuant to, and to the extent provided herein. Any holder of
                  this instrument shall be deemed to be bound by, and subject
                  to, the terms of the subordination contained herein.

         The payment of all obligations and amounts owing under this [describe
promissory note or other instrument creating intercompany debt] (the
"Subordinated Debt") to [describe payee] ("Subordinated Lender") shall be
subordinated to all indebtedness under (1) the Three-Year Credit Agreement dated
as of August 2, 2002 among Hillenbrand Industries, Inc. (the "Borrower"), the
lenders party thereto, Bank of America, N.A., as Administrative Agent for such
lenders, Citicorp North America, Inc. (successor by assignment from Citicorp
USA, Inc.), as syndication agent for such lenders, and Bank One, NA, LaSalle
Bank National Association and UBS AG, Stamford Branch, as documentation agents
for such lenders, and (2) the 364-Day Amended and Restated Credit Agreement
dated as of July 30, 2003 among the Borrower, the lenders party thereto, Bank of
America, N.A., as Administrative Agent for such lenders, Citicorp North America,
Inc., as syndication agent for such lenders, and Bank One, NA, LaSalle Bank
National Association and UBS AG, Stamford Branch, as documentation agents for
such lenders, as each such agreement may be amended, renewed, extended,
increased, substituted, refinanced, restructured, replaced, supplemented or
otherwise modified from time to time, whether for principal or interest
(including, without limitation, interest provided for therein, accruing after
the filing of a petition initiating any proceeding under any Federal or state
law, whether or not such interest accrues after the filing of such petition for
purposes of the Bankruptcy Code of the United States or is an allowed claim in
such proceeding (the "Senior Indebtedness"), as follows:

         (a)      Upon any payment or distribution of all or any of the assets
or securities of the Borrower of any kind or character, whether in cash,
properties or securities, upon any dissolution, winding up, liquidation,
reorganization, arrangement, protection, relief or composition of the Borrower
or its debts, whether voluntary or involuntary, total or partial, or in
bankruptcy, insolvency, receivership, arrangement, relief or other proceedings,
or upon an assignment for the benefit of creditors or any marshaling of the
assets and liabilities of the Borrower (any such events or proceedings being an
"Insolvency Event"), the holders of the Senior Indebtedness shall be entitled to
receive payment in full of all Senior Indebtedness before the Subordinated
Lender shall receive any payment on account of principal or interest due under
the Subordinated Debt and any payment or distribution of assets or securities of
the Borrower of any kind or character, whether in cash, property or securities
to which the Subordinated Lender would be entitled shall be made by the Borrower
or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other
Person making such payment or distribution directly to the Administrative Agent
on behalf of the holders of the Senior Indebtedness for application (in the case
of cash) to or as collateral (in the case of non-cash property or securities)
for the payment in full of all Senior Indebtedness after giving effect to any
concurrent payment or distribution to the

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Administrative Agent on behalf of the holders of the Senior Indebtedness on the
Senior Indebtedness.

         (b)      No attempt to exercise any right of set-off or counterclaim by
the Subordinated Lender in respect of the Subordinated Debt and no direct or
indirect payment, credit or distribution by or on behalf of the Borrower in
respect of the Subordinated Debt or upon acceleration, demand, foreclosure,
collection, set-off, counterclaim or otherwise, shall be made, and no
consideration in respect of the Subordinated Debt shall be given or permitted if
at the time of such payment, credit or distribution there exists an event of
default under the Senior Indebtedness or the Subordinated Debt.

         (c)      If, notwithstanding the foregoing prohibited payments, credits
or distributions or the giving or receipt of consideration, the Subordinated
Lender shall receive any payment, credit or distribution in respect of the
Subordinated Debt contrary to such provisions, then in such event such payment,
credit, distribution or consideration shall be received and held in trust for
the Administrative Agent on behalf of the holders of the Senior Indebtedness and
shall be paid over or delivered to the Administrative Agent on behalf of the
holders of the Senior Indebtedness for application to or as collateral for the
payment in full of the Senior Indebtedness after giving effect to any concurrent
payment or distribution to the Administrative Agent on behalf of the Senior
Indebtedness in respect of the Senior Indebtedness. No amount paid by the
Borrower to the holders of the Subordinated Debt and paid over by the holder of
the Subordinated Debt to the Administrative Agent on behalf of the holders of
the Senior Indebtedness shall, as between the Borrower and the holders of the
Subordinated Debt, be deemed to be a payment by the Borrower to or on account of
such Subordinated Debt.

         (d)      No present or future holder of Senior Indebtedness shall be
prejudiced in his or its right to enforce subordination of the Subordinated
Lender by any act or failure to act on the part of the Borrower whether or not
such act or failure shall give rise to any right of rescission or other claim or
cause of action on the part of the Subordinated Lender. Nothing contained in
this Subordinated Debt is intended to or shall impair as between the Borrower
and the Subordinated Lender, the obligations of the Borrower to the holders of
the Subordinated Debt to pay the Subordinated Debt as and when it shall become
due and payable in accordance with its terms, nor is intended to affect the
relative rights of the holder of the Subordinated Debt and the creditors of the
Borrower (other than the holders of the Senior Indebtedness).

         (e)      If the Subordinated Lender does not file a proper claim or
proof of debt in the form required in connection with any dissolution, winding
up, liquidation, or reorganization of the Borrower in any bankruptcy,
insolvency, or receivership proceedings prior to thirty (30) calendar days
before the expiration of the time to file such claim or proofs, or shall
otherwise fail to act with reasonable diligence to realize upon, enforce,
perfect or pursue its claims in any such proceeding, then the Administrative
Agent on behalf of the holders of the Senior Indebtedness shall have the right
to file and prove all claims therefor and to take all such other action in the
name of Subordinated Lender or otherwise, as the Administrative Agent on behalf
of the holders of the Senior Indebtedness may determine to be necessary or
appropriate for the enforcement, perfection, pursuit of, or realization upon
such claim in order to further its rights hereunder. Upon any such failure by
the Subordinated Lender, the Administrative Agent on behalf of the holders of
the Senior Indebtedness, and any officer or employee designated by the

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Administrative Agent for such purpose, is hereby constituted and appointed
attorney-in-fact for the Subordinated Lender with full power (which power, being
coupled with an interest, shall be irrevocable so long as the Senior
Indebtedness is in effect) to file any claim, proof of debt or proof of claim in
any such proceeding, to take such action as may be necessary or desirable to
perfect or realize on such claim and to endorse the Subordinated Lender's name
upon any instruments given as a payment on or distribution in connection with
the Subordinated Debt.

         (f)      In addition to any other remedies available to the
Administrative Agent on behalf of the holders of the Senior Indebtedness, the
Administrative Agent on behalf of the holders of the Senior Indebtedness is
hereby authorized to demand specific performance of the provisions of this
Subordinated Debt relating to subordination at any time when the Subordinated
Lender shall have failed to comply with any of the provisions relating to
subordination. The Subordinated Lender hereby irrevocably waives any defense
based on the adequacy of a remedy at law that might be asserted as a bar to such
remedy of specific performance. The Subordinated Lender hereby acknowledges that
the provisions relating to subordination are intended to be enforceable at all
times, whether before or after the commencement of an Insolvency Event.

         (g)      The Subordinated Lender or any holder of this Subordinated
Debt may not transfer, sell or assign its interest in the Subordinated Debt
except for transfers or assignments to Hillenbrand Industries Inc. or any of its
Subsidiaries, without the consent of the holders of Senior Indebtedness.

         (h)      The Subordinated Debt does not, and shall not, have the
benefit of any guarantees or security interests.

         (i)      The holders of Senior Indebtedness are entitled to the
benefits of, and are third party beneficiaries of, the subordination provisions
contained herein. The Subordinated Debt may not be amended, modified or renewed
without the express written consent of the holders of Senior Indebtedness.


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