Amendment No. 3 to Intercreditor Agreement



 Exhibit 10.12 
 AMENDMENT NO. 3 TO INTERCREDITOR AGREEMENT 
 AMENDMENT
dated as of November 30, 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 Baarn Steel B.V. 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 Baarn Steel B.V., as a party thereto
with the same force and effect as if originally named therein. Baarn Steel 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 Baarn Steel 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/ Douglas Tansey

		 	Name:	 	Douglas Tansey
		 	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 Malcolm
		 	Title: President & CEO
		 	
	
	BAARN STEEL B.V.
		
	By:	 	 /s/ G.J. Schipper

		 	Name: G.J. Schipper
		 	Title: Managing Director
		
	By:	 	 /s/ J.C.A. van Beek

		 	Name: J.C.A. van Beek
		 	Title: Managing Director