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                                                                    EXHIBIT 10.3

          AMENDMENT NO. 1 TO REVOLVING CREDIT AND TERM LOAN AGREEMENT



         This Amendment dated as of December 31, 1998 by and among the lenders
signatories hereto, Comerica Bank as agent for the Banks (in such capacity,
"Agent"), Trim Systems Operating Corp., a Delaware corporation ("Holdings"),
Tempress, Inc., a Washington corporation ("Tempress") and Trim Systems, LLC, a
Delaware limited liability company ("Trim").

                                        RECITALS

         A.  Holdings, Tempress, Trim, Agent and the lenders signatories
hereto (other than the Swing Line Bank) entered into that certain Revolving
Credit and Term Loan Agreement dated as of October 29, 1998 ("Agreement").

         B. The parties desire to amend the Agreement to provide a swing line
facility for the benefit of Holdings, Tempress and Trim.

         The parties agree that the Agreement is amended as follows:

         1. The definition of "Advance(s)" set forth in Article 1 of the
Agreement is amended to read as follows:

                  "'Advance(s)' shall mean, as the context may indicate, a
                  borrowing requested by Borrowers and made by the Banks (other
                  than the Swing Line Bank) under Section 2.1 hereof or
                  requested by the Borrowers and made by the Banks (other than
                  the Swing Line Bank) under Section 4A.1 hereof or requested by
                  the Borrowers and made by the Banks (other than the Swing Line
                  Bank) under Section 4B.1 hereof or requested by the Borrowers
                  and made by the Swing Line Bank under Section 4c.1 hereof,
                  including without limitation any readvance, refunding or
                  conversion of such borrowing pursuant to Section 2.3, 4A.3 or
                  4B.3 hereof, any advance in respect to the Letter of Credit
                  under Section 3.6 hereof (including without limitation the
                  unreimbursed amount of any draws under any Letter of Credit)
                  and shall include, as applicable, a Eurocurrency-based Advance
                  and Prime-based Advance."

         2. The definition of "Banks" set forth in Article 1 of the Agreement
is amended to read as follows:
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                  "'Banks' shall mean Comerica Bank and such other financial
                  institutions from time to me parties hereto as lenders and
                  shall include the Revolving/Term Banks, the Swing Line Bank
                  and the Issuing Bank and any assignee which becomes a Bank
                  pursuant to Section 14.8 hereof."

         3. The definition of "Majority Banks" set forth in Article 1 the
Agreement is amended to read as follows:

                  "'Majority Banks' shall mean at any time Banks holding
                  66-2/3% of the aggregated principal amount of the
                  Indebtedness then outstanding under the Notes (provided that,
                  for purposes of determining Majority Banks hereunder,
                  indebtedness outstanding under Swing Line Note shall be
                  allocated among the Banks based upon their respective
                  Percentages), or, if not Indebtedness is then outstanding.
                  Banks holding 66-2/3% of the Percentages; provided however,
                  so long as there are only three (3) Banks holding the same
                  Percentages as set forth on Schedule 1.2 on the Effective
                  Date, "Majority Banks" shall mean all of the Banks."

        4. The definition of "Note(s): set forth in Article 1 the Agreement is
amended to read as follows:

                  "'Notes' shall mean the Revolving Credit Notes, the Term
                  Notes and the Swing Line Note."

         5.  The following definitions are added to the Agreement.

                  "'Request for Swing Line Advance' shall mean a Request for
                  Swing Line Advance issued by Borrowers under Section 4C.3 of
                  this Agreement in the form attached hereto as Exhibit N, as
                  amended or otherwise modified."

                  "'Revolving/Term Bank' shall mean each Bank which is a lender
                  of the Revolving Credit under Article 2 hereof or the Term
                  Loans under Article 4A or Article 4B hereof, and their
                  successors and assigns."

                  "'Swing Line Advance' shall mean a borrowing made by Swing
                  Line Bank to Borrowers pursuant to Section 4C.1 hereof."

                  "'Swing Line Commitment' shall mean Three Million Dollars
                  ($3,000,000), subject to termination pursuant to Section 10.2
                  hereof."


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<PAGE>
                  " 'Swing Line Credit' shall mean the revolving credit loan to
                  be advanced to the Borrowers by the Swing Line Bank pursuant
                  to Article 4C hereof, in an aggregate amount (subject to the
                  terms hereof), not to exceed, at any one time outstanding, the
                  Swing Line Commitment."

                  " 'Swing Line Bank' shall mean Comerica Bank, in its capacity
                  as lender under Article 4C of this Agreement, and its
                  successors and assigns."

                  " 'Swing Line Note' shall mean the swing line note described
                  in Section 4C.1 hereof, made by Borrowers to Swing Line Bank
                  in the form annexed hereto as Exhibit O, as such Note may be
                  amended or supplemented from time to time, and any notes
                  issued in substitution, replacement or renewal thereof from
                  time to time."

         6. Section 2.3(c) of the Agreement is amended to read as follows:

                  "(c) the principal amount of such Revolving Credit Advance,
                  plus the principal amount of all other Revolving Credit
                  Advances and Swing Line Advances then outstanding hereunder,
                  plus the Letter of Credit Obligations, less the principal
                  amount of any outstanding Swing Line Advance or Revolving
                  Credit Advance to be refunded by the requested Revolving
                  Credit Advance, shall not excess the lesser of the then
                  applicable (i) Revolving Credit Aggregate Commitment and (ii)
                  Borrowing Base."

         7. Sections 2.6, 2.7 and 2.8 of the Agreement are amended to read as
         follows:

                  "2.6  Revolving Credit Commitment Fee.  From the Effective
                  Date to the Revolving Credit Maturity Date, the Borrowers
                  shall pay to the Agent for distribution to the Banks pro-rata
                  in accordance with their respective percentages, a Revolving
                  Credit Commitment Fee quarterly in arrears commencing January
                  1, 1999 (in respect of the prior fiscal quarter or portion
                  thereof), and on the first day of each fiscal quarter
                  thereafter. The Revolving Credit Commitment Fee shall be equal
                  to the sum of the Applicable Commitment Fee Percentage times
                  the daily amount by which the Revolving Credit Aggregate
                  Commitment then in effect less the aggregate daily undrawn
                  amount of any Letters of Credit exceeds the principal amount
                  of Advances outstanding from time to time under the Revolving
                  Credit and the aggregate principal amount of all Swing Line
                  Advances outstanding from time to time, computed on a daily
                  basis. The Revolving Credit Commitment Fee shall be computed
                  on the basis of a year of three hundred sixty (360) days and
                  assessed for the actual number of days elapsed. Whenever any
                  payment of the Revolving Credit Commitment Fee shall be due on
                  a day


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                  which is not a Business Day, the date for payment thereof
                  shall be extended to the next Business Day. Upon receipt of
                  such payment, Agent shall make prompt payment to each
                  Revolving/Term Bank of its share of the Revolving Credit
                  Commitment Fee based upon its respective Percentage. It is
                  expressly understood that the Revolving Credit Commitment Fees
                  described in this Section are not refundable under any
                  circumstances."

                  "2.7 Reduction of Indebtedness; Revolving Credit Aggregate
                  Commitment. If at any time and for any reason the aggregate
                  principal amount of Revolving Credit Advances and Swing Line
                  Advances hereunder to Borrowers, plus the Letter of Credit
                  obligations which shall be outstanding at such time, shall
                  exceed the lesser of the then applicable (i) Revolving Credit
                  Aggregate Commitment and (ii) Borrowing Base, the Borrowers
                  shall immediately reduce any pending request for an Advance on
                  such day by the amount of such excess and, to the extent any
                  excess remains thereafter, immediately repay an amount of the
                  Indebtedness equal to such excess and, to the extent such
                  Indebtedness consists of Letter of Credit Obligations, provide
                  cash collateral on the basis set forth in Section 10.2 hereof.
                  Borrowers acknowledge that, in connection with any repayment
                  required hereunder, it shall also be responsible for the
                  reimbursement of any prepayment or other costs required under
                  Section 12.1 hereof; provided, however, that Borrowers may, in
                  their discretion, in order to reduce any such prepayment costs
                  and expenses, first prepay such portion of the Indebtedness
                  then carried as a Prime-based Advance, if any."

                  "2.8 Optional Reduction or Termination of Revolving Credit
                  Aggregate Commitment. The Borrowers may, upon at least five
                  (5) Business Days' prior written notice to Agent, permanently
                  reduce the Revolving Credit Aggregate Commitment in whole at
                  any time, or in part from time to time, without premium or
                  penalty, provided that: (i) each partial reduction of the
                  Revolving Credit Aggregate Commitment shall be in an aggregate
                  amount equal to at least One Million Dollars ($1,000,000) or a
                  larger integral multiple of One Million Dollars ($1,000,000);
                  (ii) each reduction shall be accompanied by the payment of the
                  Revolving Credit Commitment Fee, if any, accrued to the date
                  of such reduction; (iii) the Borrowers shall prepay in
                  accordance with the terms hereof the amount, if any, by which
                  the sum of the aggregate unpaid principal amount of Revolving
                  Credit Advances, plus the Swing Line Advances plus the Letter
                  of Credit Obligations, exceeds the then applicable Revolving
                  Credit Aggregate Commitment, taking into account the aforesaid
                  reductions thereof, together with accrued but unpaid interest
                  on the principal amount of such prepaid Advances to the date
                  of prepayment; and (iv) no reduction shall reduce the amount
                  of the Revolving Credit Aggregate Commitment to an amount
                  which is less than the Letter of Credit Obligations at such
                  time. Reductions of the Revolving Credit Aggregate Commitment
                  and


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                  and accompanying prepayments of the Revolving Credit Notes
                  shall be distributed by Agent to each Revolving/Term Bank in
                  accordance with such Bank's Percentage thereof, and will not
                  be available for reinstatement by or readvance to Borrowers
                  and any accompanying prepayments of the Swing Line Note shall
                  be distributed by Agent to the Swing Line Bank and will not be
                  available for reinstatement by or readvance to Borrowers. Any
                  reductions of the Revolving Credit Aggregate Commitment
                  hereunder shall reduce each Bank's portion thereof
                  proportionately (based upon the applicable Percentages), and
                  shall be permanent and irrevocable. Any payment made pursuant
                  to this Section shall be applied first to outstanding
                  Prime-based Advances under the Revolving Credit, next to Swing
                  Line Advances and next to Eurocurrency-based Advances."

         8. Article 4C is added to the Agreement as follows:

                  "4C. SWING LINE CREDIT

                  "4C.1 Swing Line Advances. The Swing Line Bank shall, on the
                  terms and subject to the conditions hereinafter set forth
                  (including Section 4C.3), make one or more Advances (each such
                  Advance being a "Swing Line Advance") to Borrowers from time
                  to time on any Business Day during the period from the date
                  hereof to (but excluding) the Revolving Credit Maturity Date
                  in an aggregate amount not to exceed the Swing Line Commitment
                  at any time outstanding; provided, however, that after giving
                  effect to all Swing Line Advances and all Revolving Credit
                  Advances requested to be made on such date, the sum of the
                  aggregate principal amount of all outstanding Revolving Credit
                  Advances, Swing Line Advances and Letter of Credit Obligations
                  shall not exceed the lesser of the then applicable (a)
                  Revolving Credit Aggregate Commitment and (b) Borrowing Base.
                  All Swing Line Advances shall be evidenced by the Swing Line
                  Note, under which Advances, repayments and readvances may be
                  made, subject to the terms and conditions of this Agreement.
                  Each Swing Line Advance shall mature and the principal amount
                  thereof shall be due and payable by Borrowers on the last day
                  of the Interest Period applicable thereto. In no event
                  whatsoever shall any outstanding Swing Line Advance be deemed
                  to reduce, modify or affect any Bank's commitment to make
                  Revolving Credit Advances based upon its Percentage.

                  "4C.2 Accrual of Interest; Margin Adjustments. The Swing Line
                  Note, and all principal and interest outstanding thereunder,
                  shall mature and become due and payable in full on the
                  Revolving Credit Maturity Date. Each Swing Line Advance shall,
                  from time to time after the date of such Advance, bear
                  interest at the Prime-based Rate. The amount and date of each
                  Swing Line Advance, its Applicable Interest Rate and the
                  amount and date of any


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                  repayment shall be noted on Agent's records, which records
                  will be conclusive evidence thereof, absent manifest error;
                  provided, however, that any failure by the Agent to record
                  any such information shall not relieve Borrowers of their
                  obligation to repay the outstanding principal amount of such
                  Advance, all interest accrued thereon and any amount payable
                  with respect thereto in accordance with the terms of this
                  Agreement and the Loan Documents.

                  "4C.3 Requests for Swing Line Advances.  Borrowers may
                  request a Swing Line Advance only after delivery to Swing
                  Line Bank of a Request for Swing Line Advance expected by a
                  person authorized by each of the Borrowers to make such
                  requests on behalf of such Borrower, subject to the following
                  and to the remaining provisions hereof:

                           (a) each such Request for Swing Line Advance shall
                  set forth the information required on the Request for Swing
                  Line Advance including without limitation the proposed date
                  of Swing Line Advance, which must be a Business Day;

                           (b) each such Request for Swing Line Advance shall
                  be delivered to Swing Line Bank by 12:00 p.m. (Detroit time)
                  on the proposed date of the Swing Line Advance;

                           (c) the principal amount of such requested Swing
                  Line Advance, plus the principal amount of all other Revolving
                  Credit Advances and Swing Line Advance then outstanding
                  hereunder, plus the Letter of Credit Obligations, shall not
                  exceed the lesser of the then applicable (i) Revolving Credit
                  Aggregate Commitment and (ii) Borrowing Base;

                           (d) each Request for Swing Line Advance, once
                  delivered to Swing Line Bank, shall not be revocable by
                  Borrowers, and shall constitute a certification by the
                  Borrowers as of the date thereof that:

                                    (i)   to the best knowledge of Borrowers all
                                          conditions to Advances have been
                                          satisfied;

                                    (ii)  there is no Default or Event of
                                          Default in existence, and none shall
                                          exist upon the making of the Swing
                                          Line Advance; and

                                    (iii) the representations and warranties
                                          contained in this Agreement and the
                                          Loan Documents are true and correct in
                                          all material respects and shall be
                                          true and


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                                   correct in all material respects as of and
                                   immediately after the making of the Swing
                                   Line Advance.

                  Swing Line Bank shall promptly deliver to Agent by telecopier
                  a copy of any Request for Swing Line Advance received.

                       Swing Line Bank, may, at its option, lend under this
                  Article 4C upon the telephone request of an authorized officer
                  of each of the Borrowers and, in the event Swing Line Bank
                  makes any such Advance upon a telephone request, the
                  requesting officer(s) shall, if so requested by Swing Line
                  Bank, fax to Swing Line Bank, on the same day as such
                  telephone request, a Request for Swing Line Advance. Borrowers
                  hereby authorize Swing Line Bank to disburse Advances under
                  this Article 4C pursuant to the telephone instructions of any
                  person purporting to be a person identified by name on a
                  written list of persons authorized by the Borrowers to make
                  Requests for foregoing.  Borrowers acknowledge that Borrowers
                  shall bear all risk of loss resulting from disbursements made
                  upon any telephone request. Each telephone request for an
                  Advance shall constitute a certification of the matters set
                  forth in the Request for Swing Line Advance form as of the
                  date of such requested Advance.

                       At the option of Swing Line Bank, in lieu of written
                  Requests for Swing Line Advances, Borrowers may utilize Swing
                  Line Bank's "Sweep to Loan" automated system for obtaining
                  Swing Line Advances.  Each time a Swing Line Advance is made
                  using the "Sweep to Loan" system, it shall constitute a
                  certification by Borrowers of the matters set forth in the
                  Request for Swing Line Advance form as of such date, Swing
                  Line Bank may revoke Borrowers' privilege to use the "Sweep
                  to Loan" system at any time and after any such revocation,
                  the regular procedures set forth here in shall apply.

                       "4C.4 Disbursement of Swing Line Advances.  Subject to
                  submission of an executed Request for Swing Line Advance by
                  Borrowers without exceptions noted in the compliance
                  certification therein and to the other terms and conditions
                  hereof, Swing Line Bank shall make available to Borrowers the
                  amount so requested, in same day funds, not later than
                  4:00 p.m. (Detroit time) on the date of such Swing Line
                  Advance by credit to an account of Borrowers maintained with
                  Swing Line Bank or to such other account or third party as
                  Borrowers may reasonably direct. Swing Line Bank shall
                  promptly notify Agent of any Swing Line Advance by telephone,
                  telex or telecopier.


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<PAGE>
                           "4C.5  Refunding of or Participation Interest in
                  Swing Line Advances.

                           (a)  The Swing Line Bank, at any time in its sole and
                  absolute discretion, may on behalf of the Borrowers (which
                  hereby irrevocably direct the Swing Line Bank to act on their
                  behalf) request each Revolving/Term Bank (including the Swing
                  Line Bank in its capacity as a Revolving/Term Bank) to make a
                  Prime-based Advance of the Revolving Credit in an amount equal
                  to such Revolving/Term Bank's Percentage of the principal
                  amount of the Swing Line Advances (the "Refunded Swing Line
                  Advances") outstanding on the date such notice is given;
                  provided that (i) at any time the aggregate outstanding
                  principal amount of all Swing Line Advances exceeds the Swing
                  Line Commitment, then the Agent shall, on behalf of the
                  Borrowers (which hereby irrevocably direct the Agent to act on
                  their behalf), promptly request each Revolving/Term Bank
                  (including the Swing Line Bank) to make a Revolving Credit
                  Advance in an amount equal to such Revolving/Term Bank's
                  Percentage of the principal amount of such outstanding Swing
                  Line Advance, and (ii) Swing Line Advances may be prepaid by
                  Borrowers in accordance with the provisions of Section 5.6
                  hereof. Unless any of the events described in Section 10.1(j)
                  shall have occurred (in which event the procedures of
                  paragraph (b) of this Section 4C.5 shall apply) and regardless
                  of whether the conditions precedent set forth in this
                  Agreement to the making of a Revolving Credit Advance are then
                  satisfied, each Revolving/Term Bank shall make the proceeds of
                  its Revolving Credit Advance available to the Agent for the
                  ratable benefit of the Swing Line Bank at the office of the
                  Agent specified in Section 2.4(a) prior to 11:00 a.m. Detroit
                  time, in funds immediately available on the Business Day next
                  succeeding the date such notice is given. The proceeds of such
                  Revolving Credit Advances shall be immediately applied to
                  repay the Refunded Swing Line Advances.

                           "(b)  If, prior to the making of a Revolving Credit
                  Advance pursuant to paragraph (a) of this Section 4C.5, one
                  of the events described in Section 10.1(j) shall have
                  occurred, each Revolving/Term Bank will, on the date such
                  Revolving Credit Advance was to have been made, purchase
                  from the Swing Line Bank an undivided participating interest
                  in the Refunded Swing Line Bank an undivided participating
                  interest in the Refunded Swing Line Advance. Each such Bank
                  will immediately transfer to the Agent, in immediately
                  available funds, the amount of its participation and upon
                  receipt thereof the Agent will deliver to such Bank a Swing
                  Line Bank Participation Certificate in the form of Exhibit P
                  dated the date of receipt of such funds and in such amount.

                           "(c)  Each Revolving/Term Bank's obligation to make
                  Revolving Credit Advances and to purchase participation
                  interests in accordance with clauses (a) and (b) above shall
                  be absolute and unconditional and shall not


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<PAGE>

                  be affected by any circumstance, including, without
                  limitation, (i) any setoff, counterclaim, recoupment, defense
                  or other right which such Bank may have against Swing Line
                  Bank, any of the Borrowers or any other Person for any reason
                  whatsoever; (ii) the occurrence or continuance of any Default
                  or Event of Default; (iii) any adverse change in the condition
                  (financial or otherwise) of any of the Borrowers or any other
                  Person; (iv) any breach of this Agreement by any of the
                  Borrowers or any other Person; (v) any inability of any of the
                  Borrowers to satisfy the conditions precedent to borrowing set
                  forth in this Agreement on the date upon which such
                  participating interest is to be purchased or (vi) any other
                  circumstance, happening or event whatsoever, whether or not
                  similar to any of the foregoing. If any Bank does not make
                  available to the Agent the amount required pursuant to clause
                  (a) or (b) above, as the case may be, the Agent shall be
                  entitled to recover such amount on demand from such Bank,
                  together with interest thereon for each day from the date of
                  non-payment until such amount is paid in full at the Federal
                  Funds Effective Rate for the first two Business Days and at
                  the Alternate Base Rate thereafter.

                           "Notwithstanding the foregoing however, no Bank shall
                  be required to make any Revolving Credit Advance to refund a
                  Swing Line Advance or to purchase a participation in a Swing
                  Line Advance if prior to the making of such Swing Line Advance
                  by the Swing Line Bank, the Agent received written notice from
                  a Bank specifically stating that such Bank believed that one
                  or more of the conditions precedent to the making of Swing
                  Line Advance(s) had not been met and, in fact, such conditions
                  precedent were not satisfied at the time of the making of such
                  Advance; provided, however that the obligation of the
                  Revolving/Term Banks to make such Revolving Credit Advance or
                  purchase a participation in such Swing Line Advance shall be
                  acquired upon the earlier of occur of (x) the date on which
                  the Bank notifies the Agent that such prior notice is
                  withdrawn and (y) the date of which all conditions precedent
                  to the making of such Swing Line Advance have been satisfied
                  (or waived by the Majority Banks or all Banks, as
                  applicable)."

         9. The first sentence of Section 5.6 of the Agreement is amended to
read as follows:

                  "Borrowers may prepay all or part of the outstanding balance
                  of any Prime-based Advance(s) or Eurocurrency-based Advance(s)
                  at any time."

         10. Section 11.1(d) of the Agreement is amended to read as follows:

                           "(d) All payments to be made by Borrowers under this
                  Agreement or any of the Notes (including without limitation
                  payments under the Swing Line Note) shall be made without
                  set-off or counterclaim, as aforesaid, and,


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<PAGE>

                  subject to compliance by the Banks with Section 14.13,
                  without deduction for or on account of any present or future
                  withholding or other taxes of any nature imposed by any
                  governmental authority or of any political subdivision
                  thereof or any federation or organization of which such
                  governmental authority may at the time of payment be a
                  member, unless Borrowers are compelled by law to make payment
                  subject to such tax.  In such event, Borrowers shall:

                                  "(i)  pay to the Agent for Agent's own
                                        account and/or, as the case may be, for
                                        the account of the Banks (and in the
                                        case of Advances of the Swing Line, pay
                                        to the Swing Line Bank which funded such
                                        Advances) such additional amounts as may
                                        be necessary to ensure that the Agent
                                        and/or such Bank or Banks receive a net
                                        amount equal to the full amount which
                                        would have been receivable had payment
                                        not been made subject to such tax; and

                                   (ii) remit such tax to the relevant taxing
                                        authorities according to applicable law,
                                        and send to the Agent or the applicable
                                        Bank (including the Swing Line Bank) or
                                        Banks, as the case may be, such
                                        certificates or certified copy receipts
                                        as the Agent or such Bank or Banks shall
                                        reasonable require as proof of the
                                        payment by the Borrowers, of any such
                                        taxes payable by the Borrowers."

        11. The first sentence of Section 12.8 of the Agreement is amended to
            read as follows:

                  "If (i) the obligation of any Bank to make Eurocurrency-based
                  Advances has been suspended for pursuant to Section 12.3 or
                  Section 12.4 (ii) any Bank has demanded compensation under
                  Section 12.5, 12.7 or 3.4(b), or (iii) any Bank has
                  wrongfully failed to fund its Percentage of any requested
                  Advance under Section 2.4(c) or Section 3.6, (in each case, an
                  "Affected Lender").  Borrower shall have the right, with the
                  assistance Agent, to seek a substitute Lender or Lenders
                  (which may be one or more of the Banks (the "Purchasing
                  Lender" or "Purchasing Lenders") to purchase the Notes and
                  assume the Commitment (including without limitation its
                  participation in Swing Line Advances and Letters of Credit)
                  under the Agreement of such Affected Lender."


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<PAGE>

         12. Section 14.11 of the Agreement is amended to read as follows:

                  "14.11 Amendment and Waiver. No amendment or waiver of any
                  provision of this Agreement or any other Loan Document, nor
                  consent to any departure by Borrowers, the Parent or any
                  Subsidiary therefrom, shall in any event be effective unless
                  the same shall be in writing and signed by the Majority Banks
                  (or by the Agent at the written request of the Majority Banks)
                  or, if this Agreement expressly so requires with respect to
                  the subject matter thereof, by all Banks (and, with respect to
                  any amendments to this Agreement or the other Loan Documents,
                  by Borrowers, the Parent or the Subsidiaries which are
                  signatories thereto), and then such waiver or consent shall be
                  effective only in the specific instance and for the specific
                  purpose for which given; provided, however, that no amendment,
                  waiver or consent shall, unless in writing and signed by all
                  the Banks, do any of the following: (a) increase any Bank's
                  commitments hereunder, (b) reduce the principal of, or
                  interest on, the Notes or any Fees or other amounts payable
                  hereunder, (c) postpone any date fixed for any payment of
                  principal of, or interest on, the Notes or any Fees or other
                  amounts payable hereunder, (d) waive any Event of Default
                  specified in Sections 10.1(a) or (b) hereof, (e) except as
                  expressly permitted hereunder, or under the Collateral
                  Documents, release or defer the granting or perfecting of a
                  lien or security interest in any Collateral or release any
                  guaranty or similar undertaking provided by any Person
                  except as shall be otherwise expressly permitted in this
                  Agreement or any other Loan Document, provided however that
                  Agent shall be entitled to release any Collateral which any
                  Borrower or any Subsidiary is permitted to sell or transfer
                  under the terms of this Agreement or the other Loan Documents
                  without notice to or any further action or consent of the
                  Banks; (f) terminate or modify any indemnity provided to the
                  Banks hereunder or under the other Loan Documents, except as
                  shall be otherwise expressly provided in this Agreement or any
                  other Loan Document, (g) take any action which requires the
                  approval or consent of all Banks pursuant to the terms of this
                  Agreement or any other Loan Document, (h) change the
                  definition of "Majority Banks" or this Section 14.11; provided
                  further, that no amendment, waiver, or consent shall, unless
                  in writing and signed by the Agent in addition to all the
                  Banks, affect the rights or duties of the Agent under this
                  Agreement or any other Loan Document; and provided further,
                  that no amendment, waiver or consent shall, unless in writing
                  signed by the Swing Line Bank, do any of the following: (x)
                  reduce the principal of, or interest on, the Swing Line Note
                  or (y) postpone any date fixed for any payment of principal of
                  or interest on, the Swing Line Note. All references in this
                  Agreement to "Banks" or "the Banks" shall refer to all Banks,
                  unless expressly stated to refer to Majority Banks."


                                       11

<PAGE>
         13. Section 14.16 of the Agreement is amended to read as follow:

                  "14.16 "Complete Agreement; Conflicts. This Agreement, the
                  Notes, any Requests for Revolving Credit Advance, Requests
                  for Swing Line Advance and Term Loan requests hereunder, and
                  the Loan Documents contained in the entire Agreement of the
                  parties hereto superseding all prior agreements, discussions
                  and understandings relating to the subject matter hereof, and
                  none of the parties shall be bound by anything not expressed
                  in writing. In the event of any conflict between the terms of
                  this Agreement and the other Loan Documents, this Agreement
                  shall govern."

         14. All references to the term "Bank" or "Banks" (but not to the term
"Majority Banks") in Section 2.1, 2.3, 2.4, 2.9, 2.10, 4A.1, 4A.2, 4A.3, 4B.1,
4B.2, 4B.3, 5.6, 5.7 and 5.8 of the Agreement shall mean the Revolving/Term
Banks.

         15. Exhibits N, O, and P are added to the Agreement in the form
annexed hereto.

         16. The above amendments shall be effective as of the date hereof
upon issuance by Borrowers of the Swing Line Note and delivery by Borrowers to
Agent of all of the documents set forth on the closing agenda annexed hereto.

         17. Except as expressly modified hereby, all the terms of and
conditions of the Agreement shall remain in full force and effect.

         18. Borrowers hereby represent and warrant that, after giving effect to
the amendments contained herein, (a) execution, delivery and performance of this
Amendment and any other documents and instruments required under this Amendment
or the Agreement are within Company's powers, had been duly authorized, are not
in contravention of law or the terms of each of the Borrowers' Articles of
Incorporation or Bylaws or Articles of Organization or Operating Agreement, as
applicable, and do not require the consent or approval of any governmental body,
agency, or authority; and this Amendment and any other documents and instruments
required under this Amendment or the Agreement, will be valid and binding in
accordance with their terms; (b) the representations and warranties of Borrowers
set forth in Sections 7.1 through 7.17 and  7.19 through 7.23 of the Agreement
are true and correct, in all material respects on and as of the date hereof with
the same force and effect as if made on and as of the date hereof; (c) the
representations and warranties of Borrowers set forth in Section 7.18 of the
Agreement are true and correct in all material respects as of the date hereof
with respect to the most recent financial statements furnished to the Bank by
Borrowers in accordance with Section 8.1 of the Agreement; and (d) no Event of
Default, or condition or event which, with the giving of notice or the running
of time, or both, would constitute and Event of Default under the Agreement, has
occurred and is continuing as of the date hereof.

         19. This Amendment may be signed in any number of counterparts, each
of which when so executed and delivered shall be deemed an original, but all
such counterparts together shall constitute but one and the same instrument.


                                       12
<PAGE>
         WITNESS the due execution hereof as of the day and year first above
written.


COMERICA BANK,                         TRIM SYSTEMS OPERATING CORP.
as Agent

By: /s/ [ILLEGIBLE]                    By: /s/ [ILLEGIBLE]
   -----------------                      -------------------------
Its: Vice President                    Its: Vice President


                                       TRIM SYSTEMS, LLC

                                       By: /s/ [ILLEGIBLE]
                                          -------------------------
                                       Its: Vice President


                                       TEMPRESS, INC.

                                       By: /s/ [ILLEGIBLE]
                                          -------------------------
                                       Its: Vice President


REVOLVING/TERM BANKS:                  COMMERICA BANK

                                       By: /s/ [ILLEGIBLE]
                                          -------------------------
                                       Its: Vice President


                                       13
<PAGE>

                                             THE FIRST NATIONAL BANK OF
                                             CHICAGO


                                             By: /s/ [ILLEGIBLE]
                                                -------------------------------

                                             Its: V.P.
                                                 -------------------------------


                                             U.S. BANK NATIONAL ASSOCIATION


                                             By: /s/ [ILLEGIBLE]
                                                -------------------------------

                                             Its: Vice President
                                                 -------------------------------


SWING LINE BANK:                             COMERICA BANK


                                             By: /s/ [ILLEGIBLE]
                                                -------------------------------

                                             Its: Vice President
                                                 -------------------------------


                                       14
<PAGE>

                                  EXHIBIT "N"

                         REQUEST FOR SWING LINE ADVANCE

No.                                                      Dated:
   --------------                                               ----------------


To: Comerica Bank, Swing Line Bank

Re: Revolving Credit Agreement by and among Comerica Bank, as Agent, the
    lenders from time to time parties thereto (collectively, "Banks"), Trim
    Systems Operating Corp., Tempress, Inc. and Trim Systems LLC (collectively,
    "Companies") dated as of October 29, 1998 (as amended from time to time, the
    "Agreement").

         Pursuant to the Agreement, Companies request a Swing Line Advance from
the Swing Line Bank as follows:

         A. Date of Advance:
                            ----------------

         B. Amount of Advance:

            $
             ----------------

            [ ] Comerica Bank Account No.
                                         ----------------

            [ ] Other:
                      -----------------------------------

                      -----------------------------------

         C. Availability:

1. Principal amount of requested Swing Line Advance (new          $
   money only):                                                    -------------

2. Principal amount of all Revolving Advances outstanding         $
   on the date of this Request:                                    -------------

3. Principal amount of all Swing Line Advances outstanding        $
   on the date of this Request:                                    -------------

4. Aggregate undrawn portion of Letter of Credit                  $
   outstanding on the date of this Request:                        -------------

5. Aggregate face amount of all Letters of Credit requested       $
   but not yet issued on the date of this Request:                 -------------


<PAGE>

 6. Sum of Items 2 through 5:                                     $
                                                                   -------------

 7. Revolving Credit Aggregate Commitment in effect on the        $
    date of this Request:                                          -------------

 8. Borrowing Base as of the most recently delivered              $
    certificate:                                                   -------------

 9. Lesser of Items 7 and 8:                                      $
                                                                   -------------

10. Item 9 minus Item 6 (Availability): Item I must be less       $
    than Item 10                                                   -------------


         Companies certify to the matters specified in Section 4.3(e) of the
Agreement.


                                             TRIM SYSTEMS OPERATING CORP.


                                             By:
                                                --------------------------------

                                             Its:
                                                --------------------------------


                                             TEMPRESS, INC.


                                             By:
                                                --------------------------------

                                             Its:
                                                --------------------------------


                                             TRIM SYSTEMS LLC


                                             By:
                                                --------------------------------

                                             Its:
                                                --------------------------------


Swing Line Bank Approval:
                         --------


                                       2


<PAGE>

                                  EXHIBIT "O"

                                SWING LINE NOTE

$3,000,000                                                     December __, 1998

         On the Revolving Credit Maturity Date, FOR VALUE RECEIVED, Trim
Systems Operating Corp., a Delaware corporation, Tempress, Inc., a Washington
corporation and Trim Systems LLC, a Delaware limited liability company
(collectively, "Companies") promise to pay to the order of Comerica Bank
("Swing Line Bank") at 500 Woodward Avenue, Detroit, Michigan, in care of
Agent, in lawful money of the United States of America, the sum of Three
Million Dollars ($3,000,000), or so much of said sum as may from time to time
have been advanced and then be outstanding hereunder pursuant to Article 4C of
the Revolving Credit and Term Loan Agreement dated as of October 29, 1998,
executed by and among the Companies, certain banks, including the Swing Line
Bank, and Comerica Bank as Agent for such banks, as the same may be amended
from time to time (the "Agreement"), together with interest thereon as
hereinafter set forth.

         The unpaid principal indebtedness from time to time outstanding under
this Note shall be due and payable on the Revolving Credit Maturity Date or as
otherwise set forth in the Agreement.

         Each of the Swing Line Advances made hereunder shall bear interest at
the Prime-based Rate from time to time applicable thereto under the Agreement
or as otherwise determined thereunder, and interest shall be computed, assessed
and payable as set forth in the Agreement.

         This Note is a note under which advances, repayments and readvances
may be made from time to time, but only in accordance with the terms and
conditions of the Agreement. This Note evidences borrowings under, is subject
to, is secured in accordance with, and may be accelerated or matured under, the
terms of the Agreement, to which reference is hereby made. Definitions and
terms of the Agreement are hereby incorporated by reference herein.

         This Note shall be interpreted and the rights of the parties hereunder
shall be determined under the laws of, and enforceable in, the State of
Michigan (without regard to its conflict of laws provisions).

         Companies hereby waive presentment for payment, demand, protest and
notice of dishonor and nonpayment of this Note and agrees that no obligation
hereunder shall be discharged by reason of any extension, indulgence, release,
or forbearance granted by any holder of this Note to any party now or hereafter
liable hereon or any present or subsequent owner of any property, real or
personal, which is now or hereafter security for this Note.



<PAGE>
         Nothing herein shall limit any right granted Bank by any other
instrument or by law.

                                   TRIM SYSTEMS OPERATING CORP.

                                   By: ________________________

                                   Its: _______________________


                                   TEMPRESS, INC.

                                   By: ________________________

                                   Its: _______________________


                                   TRIM SYSTEMS LLC

                                   By: ________________________

                                   Its: _______________________


                                       2
<PAGE>

                                  EXHIBIT "P"

                                    FORM OF
                   SWING LINE LOAN PARTICIPATION CERTIFICATE


                                                                __________, 19__

[Name of Bank]

____________________

____________________


Ladies and Gentlemen:

         Pursuant to Section 4C.5 of the Revolving Credit and Term Loan
agreement dated as of October 29, 1998, among Trim Systems Operating Corp.,
Tempress, Inc., Trim Systems LLC, the Banks named therein and Comerica Bank, as
Agent, the undersigned hereby acknowledges receipt from you of $___________ as
payment for a participating interest in the following Swing Line Advance:

         Date of Swing Line Advance: _______________________________

         Principal Amount of Swing Line Advance: ___________________

The participation evidenced by this certificate shall be subject to the terms
and conditions of the Revolving Credit and Term Loan Agreement including
without limitation Section 4C.5(b) thereof.


                                           Very truly yours,

                                           COMERICA BANK, as Agent


                                           By: _________________________________

                                           Its: ________________________________
<PAGE>
                                SWING LINE NOTE

$3,000,000                                                     December   , 1998


         On the Revolving Credit Maturity Date, FOR VALUE RECEIVED, Trim
Systems Operating Corp., a Delaware corporation, Tempress, Inc., a Washington
corporation and Trim Systems LLC, a Delaware limited liability company
(collectively, "Companies") promise to pay to the order of Comerica Bank
("Swing Line Bank") at 500 Woodward Avenue, Detroit, Michigan, in care of
Agent, in lawful money of the United States of America, the sum of Three
Million Dollars ($3,000,000), or so much of said sum as may from time to time
have been advanced and then be outstanding hereunder pursuant to Article 4C of
the Revolving Credit and Term Loan Agreement dated as of October 29, 1998,
executed by and among the Companies, certain banks, including the Swing Line
Bank, and Comerica Bank as Agent for such banks, as the same may be amended
from time to time (the "Agreement"), together with interest thereon as
hereinafter set forth.

         The unpaid principal indebtedness from time to time outstanding under
this Note shall be due and payable on the Revolving Credit Maturity Date or as
otherwise set forth in the Agreement.

         Each of the Swing Line Advances made hereunder shall bear interest at
the Prime-based Rate from time to time applicable thereto under the Agreement
or as otherwise determined thereunder, and interest shall be computed, assessed
and payable as set forth in the Agreement.

         This Note is a note under which advances, repayments and readvances
may be made from time to time, but only in accordance with the terms and
conditions of the Agreement. This Note evidences borrowings under, is subject
to, is secured in accordance with, and may be accelerated or matured under, the
terms of the Agreement, to which reference is hereby made. Definitions and terms
of the Agreement are hereby incorporated by reference herein.

         This Note shall be interpreted and the rights of the parties hereunder
shall be determined under the laws of, and enforceable in, the State of
Michigan (without regard to its conflict of laws provisions).

         Companies hereby waive presentment for payment, demand, protest and
notice of dishonor and nonpayment of this Note and agrees that no obligation
hereunder shall be discharged by reason of any extension, indulgence, release,
or forbearance granted by any holder of this Note to any party now or hereafter
liable hereon or any present or subsequent owner of any property, real or
personal, which is now or hereafter security for this Note.
<PAGE>
        Nothing herein shall limit any right granted Bank by any other
instrument or by law.


                                                  TRIM SYSTEMS OPERATING CORP.



                                                  By:__________________________


                                                  Its:_________________________



                                                  TEMPRESS, INC.



                                                  By:___________________________


                                                  Its:__________________________



                                                  TRIM SYSTEMS LLC



                                                  By:__________________________


                                                  Its:_________________________








                                        2