Amendment No. 1 to Intercreditor Agreement



 Exhibit 10.10 
 AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT 
 AMENDMENT
dated as of July 31, 2007 to the Intercreditor Agreement dated as of July 31, 2007 (the “Intercreditor Agreement”) among JPMORGAN CHASE BANK, N.A., as Representative with respect to the ABL Credit Agreement, JPMORGAN CHASE
BANK, N.A., as Representative with respect to the First Lien Term Loan Agreement, GOLDMAN SACHS CREDIT PARTNERS L.P., as Representative with respect to the Second Lien Term Loan Agreement and Subagent, JPMORGAN CHASE BANK, N.A., as European
Collateral Agent and Representative with respect to the European Collateral and the Dutch Collateral, TOWER AUTOMOTIVE HOLDINGS USA, LLC, (the “US Borrower”), TOWER AUTOMOTIVE HOLDINGS EUROPE B.V., (the “European
Borrower” and, together with the US Borrower, the “Borrowers”), and each of the other Loan Parties party hereto. 
 W I T N E S S E T H : 
 WHEREAS, the parties hereto desire to amend the
Intercreditor Agreement to add Tower Automotive International B.V. and Tower Automotive Europe B.V., as parties thereto; 
 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 Intercreditor Agreement has the meaning assigned to such term in the Intercreditor 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 Intercreditor Agreement shall, after this Amendment becomes effective, refer to the
Intercreditor Agreement as amended hereby. 
 SECTION 2. Addition of New Parties. The Intercreditor Agreement is
hereby amended by adding Tower Automotive International B.V. and Tower Automotive Europe B.V., as parties thereto with the same force and effect as if originally named therein. Each of Tower Automotive International B.V. and Tower Automotive Europe
B.V. agrees to all the terms and provisions of the Intercreditor Agreement. Each reference to “European Loan Party” in the Intercreditor Agreement shall be deemed to include each of Tower Automotive International B.V. and Tower Automotive
Europe B.V. 
 SECTION 3. Governing Law. This Amendment shall be governed by and construed in accordance with the
laws of the State of New York. 
 SECTION 4. 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 5. Effectiveness. This Agreement shall become effective when it shall have been executed by each party hereto. 







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

					
	 JPMORGAN CHASE BANK, N.A.,
 as Representative with respect to the ABL Credit Agreement

		
	By:	 	 /s/ Richard W. Duker

		 	Name:	 	Richard W. Duker
		 	Title:	 	Managing Director
	
	 JPMORGAN CHASE BANK, N.A.,
 as Representative with respect to the First Lien Term Loan Agreement

		
	By:	 	 /s/ Richard W. Duker

		 	Name:	 	Richard W. Duker
		 	Title:	 	Managing Director
	
	 GOLDMAN SACHS CREDIT PARTNERS L.P.,
 as Representative with respect to the Second Lien Term Loan Agreement and as Subagent

		
	By:	 	 /s/ Bruce H. Mendelsohn

		 	Name:	 	Bruce H. Mendelsohn
		 	Title:	 	Authorized Signatory
	
	 JPMORGAN CHASE BANK, N.A.,
 as European Collateral Agent and Representative with respect to the European Collateral and the Dutch Collateral

		
	By:	 	 /s/ Richard W. Duker

		 	Name:	 	Richard W. Duker
		 	Title:	 	Managing Director










					
	TOWER AUTOMOTIVE HOLDINGS USA, LLC
		
	By:	 	 /s/ Dev B. Kapadia

		 	Name:	 	Dev B. Kapadia
		 	Title:	 	President
	
	TOWER AUTOMOTIVE INTERNATIONAL B.V.
		
	By:	 	 /s/ W.H. Kamphuijs

		 	Name:	 	W.H. Kamphuijs
		 	Title:	 	Deputy Managing Director
	
	
		
	By:	 	 /s/ P.J. Schmitz

		 	Name:	 	P.J. Schmitz
		 	Title:	 	
	
	TOWER AUTOMOTIVE EUROPE B.V.
		
	By:	 	 /s/ W.H. Kamphuijs

		 	Name:	 	W.H. Kamphuijs
		 	Title:	 	Deputy Managing Director
	
	
		
	By:	 	 /s/ P.J. Schmitz

		 	Name:	 	P.J. Schmitz
		 	Title: