EXECUTION VERSION


 


AMENDMENT
NO. 1 TO FACILITY AGREEMENT


 


AMENDMENT NO. 1 (this “Amendment”)
dated as of April 22, 2013 to the Letter of Credit Facility Agreement dated as of June 13, 2011 (the “Facility Agreement”)
among Tower Automotive Holdings USA, LLC, a Delaware limited liability company (the “Borrower”), Tower International,
Inc. (“Holdings”), JPMorgan Chase Bank, N.A., as L/C Participant, and JPMorgan Chase Bank, N.A., as administrative
agent (the “Agent”) and issuing lender.


 


The parties hereto agree as follows:


 


Section 1.
Defined Terms; References. Unless otherwise specifically defined herein,
each term used herein that is defined in the Facility Agreement has the meaning assigned to such term in the Facility Agreement.
Each reference to (x) “hereof”, “hereunder”, “herein” and “hereby” and each other
similar reference and each reference to “this Agreement” and each other similar reference contained in the Facility
Agreement and (y) “thereof”, “thereunder”, “therein” and “thereby” and each other
similar reference and each reference to the Facility Agreement and each other similar reference contained in the other Loan Documents
shall, in each case, as of the Amendment Effective Date (as defined below), refer to the Facility Agreement as amended hereby.


 


Section 2. Amendments.


 


(a)          The
definition of “Permitted Refinancing Indebtedness” in Section 1.1 of the Facility Agreement is amended by inserting
the following new paragraph at the end thereof:


 


“Notwithstanding the foregoing,
the following shall constitute “Permitted Refinancing Indebtedness”: Indebtedness in the form of one or more tranches
of term loans incurred to Refinance the Secured Notes, provided that (i) the aggregate amount of such Indebtedness
does not exceed $430,000,000, (ii) such Indebtedness contains covenants and events of default that are customary for term loan
financings of such type, as determined in good faith by the Borrower (it being understood that a financial maintenance covenant
shall be permitted), (iii) such Indebtedness satisfies any otherwise applicable requirements set forth in clauses (b) and (c) in
the preceding paragraph and (iv) the proceeds of such Indebtedness are used solely to Refinance the Secured Notes and/or, directly
or indirectly, up to $25,000,000 of Indebtedness of one or more Foreign Subsidiaries and to pay accrued and unpaid interest thereon
and applicable fees, expenses, penalties and premiums in connection therewith from time to time (including, for the avoidance of
doubt, after the date on which such Indebtedness is incurred).”


 


(b)          Clause
(y) of the proviso in paragraph (a) of the definition of “Permitted Restrictions” in Section 1.1 of the Facility Agreement
is amended by inserting the following parenthetical “(other than the Permitted Refinancing Indebtedness described in the
last paragraph of the definition of such term)” immediately after the phrase “Permitted Refinancing Indebtedness”.


 




    	 



    	 



    

 


(c)          Section
6.3(q) of the Facility Agreement is amended and restated to read in its entirety as follows:


 


(q)  (i)
Indebtedness incurred under the Secured Notes Indenture, (ii) [reserved] and (iii) Permitted Refinancing Indebtedness incurred
to Refinance Indebtedness permitted pursuant to clause (i), (ii) or this clause (iii) or as otherwise contemplated by clause (iv)
of the definition of Permitted Refinancing Indebtedness.


 


Section 3.
Representations of Loan Parties. Each Loan Party represents and warrants
that (a) the representations and warranties of the Loan Parties contained in the Facility Agreement and the other Transaction
Documents are true and correct in all material respects on and as of the Amendment Effective Date with the same effect as if made
on and as of such date (unless such representation or warranty is made only as of a specific date, in which event such representation
or warranty is true and correct in all material respects as of such specific date) and (b) no Default or Event of Default
has occurred and is continuing on the Amendment Effective Date.


 


Section 4.
Counterparts. This Amendment may be executed in any number of counterparts
and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument. Delivery of an executed counterpart hereof by facsimile
or electronic transmission shall be as effective as delivery of an original executed counterpart hereof.


 


Section 5.
Effectiveness. This Amendment shall become effective on the date when
the following conditions are met (the “Amendment Effective Date”):


 


(a)          the
Agent shall have received from each of the Borrower and Holdings and the L/C Participant party hereto, who constitutes the Required
L/C Participants, (x) a counterpart of this Amendment signed on behalf of such party or (y) evidence satisfactory to the Agent
(which may include a facsimile or other electronic transmission) that such party has signed a counterpart of this Amendment; and


 


(b)          the
Borrower shall have paid all expenses of the Agent payable pursuant to Section 9.5(a) of the Facility Agreement to the extent invoiced
on or prior the Amendment Effective Date (including, without limitation, the reasonable fees, disbursements and other charges of
Simpson Thacher & Bartlett LLP).


 


Section 6. Reference To and
Effect Upon the Facility Agreement. 


 


(a)          Except
as expressly set forth herein, all terms, conditions, covenants, representations and warranties contained in the Facility Agreement
and the other Transaction Documents and all rights of the Agent, the Issuing Lender, and the L/C Participants and all obligations
of the Loan Parties, shall remain in full force and effect. Each Loan Party hereby confirms that the Facility Agreement and the
other Transaction Documents are in full force and effect.


 


(b)          This
Amendment shall constitute a Transaction Document for all purposes of the Facility Agreement and all the other Transaction Documents.


 




    	2



    	 



    

 


Section 7. Governing Law. This
Amendment shall be governed by and construed in accordance with the laws of the State of New York.


 


[Signature Pages Follow]


 




    	3



    	 



    

 


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


 


	 	TOWER AUTOMOTIVE HOLDINGS USA, 
	 	 	LLC	 
	 	 	 	 
	 	By:	/s/ Mark M. Malcolm
	 	 	Name:	Mark M. Malcolm
	 	 	Title:	President and Chief Executive Officer


 


	 	TOWER INTERNATIONAL, INC.
	 	 	 	 
	 	By:	/s/ Mark M. Malcolm
	 	 	Name:	Mark M. Malcolm
	 	 	Title:	President and Chief Executive Officer


 


[Signature page to Amendment No. 1]


 






    	 



    	 



    

 


	 	JPMORGAN CHASE BANK, N.A., as 
	 	 	Agent, Issuing Lender and L/C Participant
	 	 	 	 
	 	By:	/s/ Andrew C. Faherty
	 	 	Name:	Andrew C. Faherty
	 	 	Title:	Authorized Signatory


 


[Signature page to Amendment No. 1]