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                                                                 EXHIBIT 10.1(f)

                FIFTH AMENDMENT TO CREDIT AGREEMENT DATED 4/28/98


This Fifth Amendment to Credit Agreement dated as of June 27, 2000 by and
between TALON AUTOMOTIVE GROUP, INC., a Michigan corporation ("TAG"), VELTRI
METAL PRODUCTS CO., a Nova Scotia corporation ("Veltri") (Veltri, called
together with TAG, the "Borrowers"), the Banks party hereto, and COMERICA BANK,
a Michigan banking corporation, as agent for the Banks (in such capacity,
"Agent").


WHEREAS, Borrowers, Agent and the Banks entered into a certain Credit Agreement
dated as of April 28, 1998, a certain First Amendment to Credit Agreement dated
as of August 31, 1998, a certain Second Amendment to Credit Agreement dated as
of March 26, 1999, a certain Third Amendment to Credit Agreement dated as of
December 30, 1999 and a certain Fourth Amendment to Credit Agreement dated as of
February 15, 2000 (as so amended, the "Agreement"), pursuant to which Borrowers
incurred certain indebtedness and obligations and granted the Agent, on behalf
of the Banks, certain security for such indebtedness and obligations;


WHEREAS, Borrowers have requested Agent and Banks to amend certain provisions of
the Agreement and to grant waivers of certain provisions of the agreement; and


WHEREAS, Agent and the Banks are willing to do so, but only on the terms and
conditions set forth herein;


NOW, THEREFORE, it is agreed:

    -    DEFINITIONS

              - Capitalized terms used herein and not defined to the contrary
         have the meanings given them in the Agreement.

    -    AMENDMENT

              - The following definition is hereby added to Article 1 of the
         Agreement by inserting it in correct alphabetical sequence among the
         existing definitions therein:

              " `Fifth Amendment Effective Date' shall mean the date specified
    in a written notice from Agent, on which all of the conditions to the
    effectiveness of the Fifth Amendment to Credit Agreement dated as of June
    27, 2000 between Borrowers, Agent and Banks have been satisfied in
    accordance with Section 5.1 thereof."

              - The proviso appearing at the end of Section 1.16 of the
         Agreement is hereby amended and restated as follows:

              "provided, however, that from and after the Fifth Amendment
    Effective Date, the Borrowing Base shall be limited to the lesser of (i) the
    amount determined pursuant to the foregoing calculation, or (ii) Seventy
    Five Million Dollars ($75,000,000)."

    -    REPRESENTATIONS
    Borrowers hereby represents and warrants that:


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              - Execution, delivery and performance of this Amendment and any
         other documents and instruments required under this Amendment or the
         Agreement are within Borrowers' powers, have been duly authorized, are
         not in contravention of law or the terms of Borrowers' Articles of
         Incorporation or Bylaws, and do not require the consent or approval of
         any governmental body, agency, or authority.

              - This Amendment, and the Agreement as amended by this Amendment,
         and any other documents and instruments required under this Amendment
         or the Agreement, when issued and delivered under this Amendment or the
         Agreement, will be valid and binding in accordance with their terms.

              - The continuing representations and warranties of Borrowers set
         forth in Sections 8.1 through 8.7 and 8.9 through 8.19 of the Agreement
         are true and correct on and as of the date hereof with the same force
         and effect as if made on and as of the date hereof.

              - The continuing representations and warranties of Borrowers set
         forth in Section 8.8 of the Agreement are true and correct as of the
         date hereof with respect to the most recent financial statements
         furnished to Bank by Borrowers in accordance with Section 9.1 of the
         Agreement.

              - Except to the extent expressly waived hereby to the best of
         Borrowers' knowledge, no Event of Default, or condition or event which,
         with the giving of notice or the running of time, or both, would
         constitute an Event of Default under the Agreement, has occurred and is
         continuing as of the date hereof.

    -    MISCELLANEOUS

              - This Amendment may be executed in as many counterparts as Agent,
         Banks and Borrowers deem convenient and shall be deemed to be effective
         upon the date of satisfaction of the following conditions: (a) delivery
         to Agent of counterparts hereof executed by each of the Borrowers,
         Agent and the Majority Banks; and (b) delivery by Borrowers to Agent,
         in form and substance satisfactory to Agent, of each of the documents
         and instruments listed on the Checklist attached as Exhibit "A" hereto.
         Agent shall provide Banks with notice of the date upon which this
         Amendment becomes effective.

              - Borrowers shall pay all of Agent's legal costs and expenses
         (including attorneys' fees and expenses) incurred in the negotiation,
         preparation and closing hereof, including, without limitation, costs of
         all lien searches and financing statement filings.

              - Except as specifically set forth herein, nothing set forth in
         this Amendment shall constitute, or be interpreted or construed to
         constitute, a waiver of any right or remedy of Agent or the Banks, or
         of any default or Event of Default whether now existing or hereafter
         arising.

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         WITNESS the due execution hereof as of the day and year first above
written.

TALON AUTOMOTIVE GROUP, INC.             VELTRI METAL PRODUCTS CO.

By:                                      By:
   ------------------------------           ------------------------------
Its:                                     Its:
    -----------------------------            -----------------------------
COMERICA BANK, as Agent and Bank         LASALLE BANK NATIONAL
                                         ASSOCIATION (formerly LaSalle National
                                         Bank)

By:                                      By:
   ------------------------------           ------------------------------
Its:                                     Its:
    -----------------------------            -----------------------------
NATIONAL BANK OF CANADA,                 PARIBAS
  NEW YORK BRANCH

By:                                      By:
   ------------------------------           ------------------------------
Its:                                     Its:
    -----------------------------            -----------------------------
And                                      And

By:                                      By:
   ------------------------------           ------------------------------
Its:                                     Its:
    -----------------------------            -----------------------------

MICHIGAN NATIONAL BANK                   BANK BOSTON, N.A.

By:                                      By:
   ------------------------------           ------------------------------
Its:                                     Its:
    -----------------------------            -----------------------------
And

By:                                      By:
   ------------------------------           ------------------------------
Its:                                     Its:
    -----------------------------            -----------------------------








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DRESDNER BANK AG NEW YORK AND
GRAND CAYMEN BRANCHES


By:                                      By:
    -----------------------------            -----------------------------
Its:                                     Its:
    -----------------------------            -----------------------------
And

By:                                      By:
    -----------------------------            -----------------------------
Its:                                     Its:
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