Exhibit 4.27
                                                                    ------------

                         WAIVER AND SECOND AMENDMENT TO
                       AMENDED AND RESTATED LOAN AGREEMENT


     THIS WAIVER AND SECOND  AMENDMENT  TO AMENDED AND RESTATED  LOAN  AGREEMENT
(this "Amendment") is entered into as of December 5, 2001, between Tecstar, LLC,
an Indiana limited liability  company,  (the  "Borrower"),  and Foothill Capital
Corporation, a California corporation ("Lender").

     WHEREAS,  Borrower and Lender are parties to an Amended and  Restated  Loan
and  Security  Agreement  dated as of December 12, 2000 (as amended from time to
time, the "Loan Agreement");

     WHEREAS,  Borrower has notified  Lender that Borrower has breached  Section
7.20 for the fiscal quarter ended  September 29, 2001,  resulting in an Event of
Default under  subsection  8.2 of the Loan Agreement  (the  "Specified  Event of
Default"); and

     WHEREAS,  Borrower has requested  that Lender waive the Specified  Event of
Default and amend the Loan Agreement,  and Lender has agreed to do so subject to
the terms and conditions contained herein;

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

1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein
shall have the meanings ascribed to such terms in the Loan Agreement.

2. Waivers.  In reliance upon the representations and warranties of the Borrower
set forth in Section 6 below,  and subject to the satisfaction of the conditions
set forth in  Section 4 below,  Lender  hereby  waives  the  Specified  Event of
Default.  Except  as set  forth  hereinabove,  the  foregoing  waiver  shall not
constitute  (a) a  modification  or  alteration  of  the  terms,  conditions  or
covenants of the Loan Agreement or any other Loan Document,  (b) a waiver of any
other breach of, or any other Event of Default under,  the Loan Agreement or any
other Loan Document or (c) a waiver,  release or limitation upon the exercise by
the Lender of any of its rights,  legal or equitable,  under the Loan Agreement,
the other Loan Documents and applicable law, all of which are hereby reserved.

3. Amendment to Loan  Agreement.  Subject to the  satisfaction of the conditions
set forth in  Section 5 hereof,  Section  7.20 of the Loan  Agreement  is hereby
amended and restated in its entirety, as follows:

          "7.20 Financial Covenants.

               Fail to maintain  EBITDA of at least (i)  $250,000 for the fiscal
          quarter  ending on the  Sunday  closest to  December  31,  2001;  (ii)
          $1,350,000  for the fiscal  quarter  ending on the  Sunday  closest to
          March 31, 2002;  (iii) $1,570,000 for the fiscal quarter ending on the
          Sunday  closest to June 30,  2002;  and (iv)  $900,000  for the fiscal
          quarter  ending on the Sunday  closest to September 30, 2002. For each
          fiscal  quarter ending after the Sunday closest to September 30, 2002,
          Borrower  shall  maintain  EBITDA  at a  level  to  be  determined  by
          Foothill,  which  level  will  be  based  on  Borrower's  projections;
          provided,  that,  notwithstanding such projections,  in no event shall
          Foothill be  required to set EBITDA for any fiscal  quarter at a level
          that  would  be  less  than  the  level  of  EBITDA  required  for the
          corresponding fiscal quarter in the immediate preceding fiscal year.

               Borrower  agrees to  deliver  to  Foothill  projections  for each
          fiscal  year  prior  to the  beginning  of such  fiscal  year and such
          projections shall be in form and substance acceptable to Foothill."

4.  Ratification.  This  Amendment,  subject to  satisfaction  of the conditions
provided below, shall constitute  amendment to the Loan Agreement and all of the
Loan Documents as appropriate to express the agreements contained herein. In all
other respects, the Loan Agreement and the Loan Documents shall remain unchanged
and in full force and effect in accordance with their original terms.

5. Condition to Effectiveness. Subject to Section 5 below, the amendments to the
Loan Agreement set forth in this Amendment shall become effective as of the date
of  this  Amendment  and  upon  the  satisfaction  of the  following  conditions
precedent in form and substance satisfactory to Lender:

     (a)  Amendment.  Execution by the Borrower and Lender of this Amendment and
          delivery thereof to Lender;

     (b)  Waiver  Fee.  Borrower  shall  have  paid to  Lender a  waiver  fee of
          $10,000; and

     (c)  No Default.  Except for the  Specified  Event of Default,  no Event of
          Default or event  which,  with the giving of notice or the  passage of
          time, or both,  would become an Event of Default,  shall have occurred
          and  be  continuing,  and,  after  giving  effect  to  the  amendments
          contained  herein, no Event of Default or event which, with the giving
          of notice or the passage of time,  or both,  would  become an Event of
          Default, shall have occurred and be continuing.

6. Miscellaneous.

     (a)  Warranties and Absence of Defaults. In order to induce Lender to enter
          into this Amendment,  Borrower  hereby  warrants to Lender,  as of the
          date hereof, that:

          (i)  The warranties of Borrower  contained in the Loan  Agreement,  as
               herein amended,  are true and correct as of the date hereof as if
               made on the date hereof.

          (ii) All  information,  reports and other  papers and data  heretofore
               furnished  to  Lender  by  Borrower  in   connection   with  this
               Amendment,  the Loan  Agreement and the other Loan  Documents are
               accurate  and  correct  in all  material  respects  and  complete
               insofar as may be  necessary  to give  Lender  true and  accurate
               knowledge of the subject matter  thereof.  Borrower has disclosed
               to Lender every fact of which it is aware which would  reasonably
               be expected to  materially  and  adversely  affect the  business,
               operations  or financial  condition of Borrower or the ability of
               Borrower to perform its  obligations  under this  Amendment,  the
               Loan Agreement or under any of the other Loan Documents.  None of
               the  information  furnished to Lender by or on behalf of Borrower
               contained any material misstatement of fact or omitted to state a
               material  fact  or any  fact  necessary  to make  the  statements
               contained herein or therein not materially misleading.

          (iii)No Event of Default or event which,  with giving of notice or the
               passage of time, or both would become an Event of Default, exists
               as of the date hereof.

     (b)  Expenses.  Borrower  agrees to pay on demand all costs and expenses of
          Lender  (including the reasonable fees and expenses of outside counsel
          for  Lender)  in  connection   with  the   preparation,   negotiation,
          execution, delivery and administration of this Amendment and all other
          instruments  or  documents  provided  for herein or delivered or to be
          delivered hereunder or in connection herewith.  In addition,  Borrower
          agrees to pay, and save Lender  harmless from all  liability  for, any
          stamp or other  taxes  which may be  payable  in  connection  with the
          execution  or delivery of this  Amendment  or the Loan  Agreement,  as
          amended  hereby,  and the execution and delivery of any instruments or
          documents  provided  for  herein  or  delivered  or  to  be  delivered
          hereunder or in connection herewith.  All obligations provided in this
          Section 5 (b) shall survive any  termination of this Amendment and the
          Loan Agreement as amended hereby.

     (c)  Governing  Law.  This  Amendment  shall be a  contract  made under and
          governed by the internal laws of the State of Illinois.

     (d)  Counterparts.  This  Amendment  may  be  executed  in  any  number  of
          counterparts,  and by the  parties  hereto  on the  same  or  separate
          counterparts,  and each such counterpart, when executed and delivered,
          shall be deemed to be an  original,  but all such  counterparts  shall
          together constitute but one and the same Amendment.

     (e)  Reference to Loan  Agreement.  On and after the  effectiveness  of the
          amendment to the Loan Agreement accomplished hereby, each reference in
          the  Loan  Agreement  to  "this  Agreement,"   "hereunder,"  "hereof,"
          "herein"  or words of like  import,  and  each  reference  to the Loan
          Agreement in any Loan  Documents,  or other  agreements,  documents or
          other  instruments   executed  and  delivered  pursuant  to  the  Loan
          Agreement,  shall mean and be a reference  to the Loan  Agreement,  as
          amended by this Amendment.

     (f)  Successors.  This Amendment shall be binding upon Borrower, Lender and
          their  respective  successors  and  assigns,  and  shall  inure to the
          benefit  of  Borrower,  Lender  and their  respective  successors  and
          assigns.



<PAGE>



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



                                        TECSTAR, LLC
                                        an Indiana limited liability company


                                        By: /s/ Richard J. Mullin
                                            ------------------------------------
                                        Title   Chief Financial Officer


                                        FOOTHILL CAPITAL CORPORATION,
                                        a California corporation


                                        By: /s/ Michael P. McGinn
                                            ------------------------------------
                                        Title  Vice President


<PAGE>

                           REAFFIRMATION OF GUARANTIES


     Each of the  undersigned  has  executed and  delivered to Foothill  Capital
Corporation ("Lender"),  a certain Guaranty dated as of December 12, 2000 (each,
as amended or  otherwise  modified  to the date  hereof,  a  "Guaranty"),  which
Guaranties  guaranty the  repayment of, among other  things,  the  indebtedness,
obligations  and  liabilities  owing from time to time  pursuant to the terms of
that  certain  Amended and  Restated  Loan and  Security  Agreement  dated as of
December 12, 2000 between  Tecstar,  LLC  ("Borrower") and Lender (as amended or
otherwise modified to the date hereof,  the "Loan Agreement").  Unless otherwise
defined herein,  capitalized  terms used herein shall have the meanings ascribed
to such terms in the Loan Agreement.

     Each  of the  undersigned  hereby  acknowledges  receipt  of a copy of that
certain Waiver and Second Amendment to Loan and Security  Agreement of even date
herewith executed by Lender and Borrower ("Amendment").  Each of the undersigned
hereby reaffirms the validity of the Guaranty  executed by such party and all of
the  undersigned's  obligations  under  each such  Guaranty,  in each case after
giving effect to the transactions  contemplated by said Amendment. The terms and
conditions of each such Guaranty remain in full force and effect.

     Dated as of this 5 day of December, 2001.

                                        STARCRAFT AUTOMOTIVE GROUP,
                                        an Indiana corporation


                                        By: /s/ Richard J. Mullin
                                            ------------------------------------
                                        Title   President

                                        NATIONAL MOBILITY CORPORATION,
                                        an Indiana corporation


                                        By: /s/ Richard J. Mullin
                                            ------------------------------------
                                        Title   President

                                         IMPERIAL AUTOMOTIVE GROUP, INC.,
                                         an Indiana corporation


                                        By: /s/ Richard J. Mullin
                                            ------------------------------------
                                        Title   President



<PAGE>




                                        STARCRAFT CORPORATION,
                                        an Indiana corporation


                                        By: /s/ Richard J. Mullin
                                            ------------------------------------
                                        Title   President

                                        TECSTAR, INC.,
                                        an Indiana corporation


                                        By: /s/ Richard J. Mullin
                                            ------------------------------------
                                        Title   Chief Financial Officer