Amendment No. 1 to Revolving Credit and Guaranty Agreement



 Exhibit 10.2 
 EXECUTION COPY 
 AMENDMENT NO. 1 TO REVOLVING CREDIT
AND GUARANTY AGREEMENT 
 AMENDMENT NO. 1 (this “Amendment”) dated as of May 5, 2008 to the Revolving
Credit and Guaranty Agreement dated as of July 31, 2007 (the “Credit Agreement”), among Tower Automotive Holdings USA, LLC, the Guarantors from time to time party thereto, the Lenders from time to time party thereto and
JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (the “Agent”). 
 WHEREAS, the parties
hereto wish to amend the Credit Agreement on the terms and subject to the conditions set forth below. 
 NOW THEREFORE, 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 “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 shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby. 

Section 2. Amendments. The Credit Agreement is hereby amended as follows: 
 (a) Section 6.03(g) is amended by replacing “€25,000,000” with “€50,000,000”. 
 (b) Section 6.06(e) is amended by replacing “€25,000,000” with “€50,000,000”. 
 Section 3. Representations of Borrower. The Borrower represents and warrants that (i) the representations and warranties of
the Loan Parties set forth in Article 3 of the Credit Agreement will be true and correct in all material respects on and as of the Amendment Effective Date (as defined below); provided, that any representation and warranty that is qualified
as to “materiality” “Material Adverse Effect” or similar language will be true and correct in all respects on and as of the Amendment Effective Date and (ii) no Default will have occurred and be continuing on such date.

 Section 4. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the
State of New York. 







 Section 5. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 
 Section 6. Effectiveness. This Amendment shall become effective on the date (the “Amendment Effective Date”) on which each of the following conditions have been met:

 (a) the Agent shall have received from the Borrower and Lenders constituting the Required Lenders a counterpart hereof signed
by such party or facsimile or other written confirmation (in form satisfactory to the Agent) that such party has signed a counterpart hereof; 
 (b) Amendment No. 2 to the First Lien Term Loan Agreement shall have become effective (or shall become effective substantially simultaneously with the effectiveness of this Amendment); and

 (c) Amendment No. 2 to the Second Lien Term Loan Agreement shall have become effective (or shall become effective
substantially simultaneously with the effectiveness of this Amendment). 
 [signature pages follow] 
  

 2 








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

					
	BORROWER:
	
	TOWER AUTOMOTIVE HOLDINGS USA, LLC
		
	By:	 	 /s/ James C. Gouin

		 	Name: James C. Gouin
		 	Title: Vice President
	
	LENDERS:
	
	JPMORGAN CHASE BANK, N.A.
		
	By:	 	 /s/ Richard W. Duker

		 	Name: Richard W. Duker
		 	Title: Managing Director
	
	GOLDMAN SACHS CREDIT PARTNERS L.P.
		
	By:	 	 /s/ Robert W. Schatzman

		 	Name: Robert W. Schatzman
		 	Title: Authorized Signatory










					
	GENERAL ELECTRIC CAPITAL CORPORATION
		
	By:	 	 /s/ Rebecca L. Milligan

		 	Name: Rebecca L. Milligan
		 	Title: Duly Authorized Signatory










					
	 GE Business Financial Services Inc.
 (formerly known as Merrill Lynch Business Financial Services Inc.)

		
	By:	 	 /s/ Rebecca L. Milligan

		 	Name: Rebecca L. Milligan
		 	Title: Duly Authorized Signatory










					
	Wells Fargo Foothill, LLC
		
	By:	 	 /s/ Rina Shinoda

		 	Name: Rina Shinoda
		 	Title: Vice President










					
	Wachovia Capital Finance (Central)
		
	By:	 	 /s/ Scott T. Collins

		 	Name: Scott T. Collins
		 	Title: Director










			
	Allied Irish Banks, plc
		
	By:	 	 /s/ Martin S. Chin

		 	Name: Martin S. Chin
		 	Title: Senior Vice President
	
	Allied Irish Banks, plc
		
	By:	 	 /s/ Mia Bolin

		 	Name: Mia Bolin
		 	Title: Asst. Vice President