Amendment No. 2 to Intercreditor Agreement



 Exhibit 10.11 
 AMENDMENT NO. 2 TO INTERCREDITOR AGREEMENT 
 AMENDMENT dated as of September 28th, 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 MT Stahl Handelsgesellschaft GmbH, as a party 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 Party. The Intercreditor Agreement is hereby amended by adding MT Stahl
Handelsgesellschaft GmbH, as a party thereto with the same force and effect as if originally named therein. MT Stahl Handelsgesellschaft GmbH 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 MT Stahl Handelsgesellschaft GmbH. 
 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 Mendelsohn

		 	Name: Bruce 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/ Mark Malcolm

		 	Name: Mark M. Malcolm
		 	Title: President and CEO
	
	MT STAHL HANDELSGESELLSCHAFT GMBH
		
	By:	 	 /s/ Kelly Price

		 	Name: Kelly Price
		 	Title: Managing Director