EXECUTION VERSION


 


AMENDMENT NO. 1 TO CREDIT AGREEMENT


 


AMENDMENT NO. 1 (this “Amendment”)
dated as of April 22, 2013 to the Amended and Restated Revolving Credit and Guaranty Agreement dated as of June 13, 2011 (the “Credit
Agreement”) among Tower Automotive Holdings USA, LLC, a Delaware limited liability company (the “Borrower”),
the Guarantors party thereto (together with the Borrower, collectively, the “Loan Parties”), the Lenders party
thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent (the “Agent”).


 


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 Credit Agreement has the meaning assigned to such term in the Credit 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 Credit Agreement
and (y) “thereof”, “thereunder”, “therein” and “thereby” and each other similar
reference and each reference to the Credit 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 Credit Agreement as amended hereby.


 


Section 2. Amendments.


 


(a)           The
definition of “Permitted Refinancing Indebtedness” in Section 1.01 of the Credit 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), (c) and (d) 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 1.01 of the Credit 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)          Sub-clause
(z) in clause (b) of Section 3.17 of the Credit Agreement is amended by replacing the reference to “clause (ii) of Section
6.03(q)” with a reference to “clause (iii) of Section 6.03(q)”.


 


(d)          The
last paragraph of Section 6.01 of the Credit Agreement is amended and restated to read in its entirety as follows:


 


Notwithstanding the foregoing,
none of the Liens permitted pursuant to this ‎Section 6.01 may at any time attach to any Loan Party’s (1) Eligible Accounts
Receivable, other than those permitted under clause (i) of the definition of Permitted Lien or clause (b) or (m) above and (2)
Eligible Inventory, other than those permitted under clause (i) or (ii) of the definition of Permitted Lien or clause (b) or (m)
above.


 


(e)          Section
6.03(q) of the Credit 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 Credit Agreement and the other Loan 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.


 




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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 Loan Parties and the Lenders party hereto, who constitute the Required Lenders, (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 10.05(a) of the Credit Agreement to the extent invoiced
on or prior the Amendment Effective Date (including, without limitation, the reasonable fees, disbursements and other charges of
Davis Polk & Wardwell LLP).


 


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


 


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


 


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


 


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]


 




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







 


	 	GUARANTORS:
	 	 
	 	TOWER INTERNATIONAL, INC. (formerly known as Tower Automotive, LLC)
	 	 
	 	By:	    /s/ Mark M. Malcolm
	 	 	Name:  Mark M. Malcolm
	 	 	Title:  President and Chief Executive Officer


 


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


 


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


 





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







  


[Signature Page to Amendment No. 1 to Amended
and Restated Revolving Credit and Guaranty Agreement]


 




    	 



    	 



    

 


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


 


	 	TOWER DEFENSE & AEROSPACE HOLDINGS, LLC
	 	 
	 	By:	    /s/ Michael Rajkovic
	 	 	 Name:  Michael Rajkovic
	 	 	 Title:  President 


 


	 	TOWER ACQUISITION COMPANY II, LLC
	 	 
	 	By:	    /s/ Mark M. Malcolm
	 	 	 Name:  Mark M. Malcolm
	 	 	 Title:  President and Chief Executive Officer


 


	 	TOWER DEFENSE & AEROSPACE, LLC
	 	 
	 	By:	    /s/ Michael Rajkovic
	 	 	 Name:  Michael Rajkovic
	 	 	 Title:  President 


 


	 	TOWER INTERNATIONAL REAL ESTATE COMPANY, LLC
	 	 
	 	By:	    /s/ Mark M. Malcolm
	 	 	 Name:  Mark M. Malcolm
	 	 	 Title:  President and Chief Executive Officer


 


	 	TA HOLDINGS FINANCE, INC.
	 	 
	 	By:	    /s/ Mark M. Malcolm
	 	 	 Name:  Mark M. Malcolm
	 	 	 Title:  President 


 


[Signature Page to Amendment No. 1 to Amended
and Restated Revolving Credit and Guaranty Agreement]


 




    	 



    	 



    

 


	 	JPMORGAN CHASE BANK, N.A., as Agent, Issuing Lender, Swing Line Lender and Lender
	 	 
	 	By:	   /s/ Richard W. Duker
	 	 	 Name:  Richard W. Duker
	 	 	 Title:  Managing Director 
	 	 	 	 


 


	 	CIT BANK, as Lender
	 	 
	 	By:	   /s/ Neal Legan
	 	 	 Name:  Neal Legan
	 	 	 Title:  Managing Director 


 





	 	CITIBANK, N.A., as Lender
	 	 
	 	 By:	   /s/ Stephanie Sanders
	 	 	 Name:  Stephanie Sanders
	 	 	 Title:  Vice President 
	 	 	 







 


	 	GOLDMAN SACHS BANK USA, as Lender
	 	 
	 	By:	   /s/ Michelle Latzoni
	 	 	 Name:  Michelle Latzoni
	 	 	 Title:  Authorized Signatory 


 


	 	RBS CITIZENS BUSINESS CAPITAL, a division of RBS Citizens,  N.A., as Lender
	 	 
	 	By:	   /s/ James G. Zamborsky
	 	 	 Name:  James G. Zamborsky
	 	 	 Title:  Vice President 


 


	 	WELLS FARGO CAPITAL FINANCE, LLC, as Lender
	 	 
	 	By:	   /s/ Todd Nakamoto
	 	 	 Name:  Todd Nakamoto
	 	 	 Title:  SR Relationship Manager 


 


[Signature Page to Amendment No. 1 to Amended
and Restated Revolving Credit and Guaranty Agreement]