<PAGE>
                                                                    EXHIBIT 10.8

                               AMENDMENT NO. 5 TO
                    REVOLVING CREDIT AND TERM LOAN AGREEMENT
                                   AND WAIVER

         This Amendment No. 5 to Revolving Credit and Term Loan Agreement and
Waiver ("Fifth Amendment") dated as of February __, 2004 by and among the
lenders signatory hereto (collectively, the "Banks"), 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" and together
with Holdings and Tempress, the "Borrowers").


                                    RECITALS

         A.  Borrowers, Agent and the Banks, entered into that certain Revolving
Credit and Term Loan Agreement dated as of October 29, 1998, as amended as of
December 31, 1998, November 22, 1999, June 28, 2001 and August __, 2002 (as
amended or otherwise modified from time to time, the "Credit Agreement").

         B.  The Borrowers have asked Banks to waive the Event of Default
described in Section 7 hereof and amend the Agreement as set forth below.

         NOW, THEREFORE, the parties agree as follows:

1.       The following definitions in Section 1 of the Credit Agreement are
         hereby amended and restated in their entirety as follows:

            "'Borrowing Base' shall mean, as of any date of determination, an
            amount equal to the sum of (x) eighty percent (80%) of Eligible
            Accounts, (y) the lesser of (1) fifty percent (50%) of Eligible
            Inventory and (2) sixty percent (60%) of Eligible Accounts and (z)
            the Overformula Amount. 'Overformula Amount' shall mean, as of any
            date of determination, an amount equal to $4,000,000."

            "'Excess Cash Flow' shall mean, as of the end of any fiscal year of
            Holdings, Consolidated Net Income for such fiscal year, plus, to the
            extent deducted in determining Consolidated Net Income,
            depreciation, amortization and non-cash interest expense for such
            fiscal year, minus the sum of (i) reductions in the purchase
            accounting reserve from cash payments during such fiscal year, (ii)
            Capital Expenditures made by Holdings and its Consolidated
            Subsidiaries during such fiscal year and any Rollover Amount for
            such period to be carried forward to the next period less the
            Rollover Amount, if any, for the preceding period carried forward to
            the current period that was not spent during such current period,
            (iii) the amount of all payments of principal made on Senior Debt
            during such fiscal



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<PAGE>
                  year (excluding any payments on Revolving Credit Advances and
                  payments by Holdings and its Consolidated Subsidiaries under
                  any other revolving credit facility to the extent the
                  Revolving Credit Aggregate Commitment or availability under
                  such other facility, as the case may be, is not permanently
                  reduced in connection therewith and excluding the principal
                  payment to be made in accordance with Section 4.B.2(d)
                  hereof), (iv) any non-cash credits included in determining
                  Consolidated Net Income for such period, (v) non-cash gains
                  from sales of assets included in Consolidated Net Income for
                  such period, (vi) non-cash charges added back in a previous
                  period to the extent any such charge has become a cash item
                  in the current period, (vii) any cash disbursement to Sellers
                  required pursuant to the Stock Purchase Agreement for purchase
                  price adjustments or tax obligations, (viii) any cash
                  disbursements made during such period against non-current
                  liabilities to the extent not deducted in determining
                  Consolidated Net Income, and (ix) any cash restructuring
                  expenditures incurred during such period to the extent not
                  deducted in determining Consolidated Net Income for such
                  period and to the extent not exceeding $5,000,000."

2. Section 4 of the Credit Agreement is hereby amended as follows:

         (a)      Section 4B.2(c) of the Agreement is hereby amended and
                  restated to read as follows:

                  "(c) Subject to the terms hereof until the Term Loan-B
                  Maturity Date, when all unpaid principal plus accrued interest
                  therein shall be paid in full, the outstanding principal under
                  Term Notes-B shall be repaid in quarterly principal
                  installments, commencing on June 30, 2004, and on the last day
                  of each September, December, March and June thereafter, each
                  in the amount of $750,000."

         (b)      The following language is hereby added as Section 4B.2(d) of
                  the Credit Agreement:

                  "(d) In addition to any principal reductions required under
                  Section 4B.2(c) hereof, the Borrowers shall make a principal
                  payment on Term Loan B in the amount of $2,000,000, on April
                  30, 2004."

3. Section 8 of the credit Agreement is hereby amended as follows:

         (a)      Section 8.9 of the Agreement is hereby amended and restated to
                  read as follow:

                  "8.9 Maintain Senior Debt to EBITDA. Maintain as of the end of
                  each fiscal quarter, for the four quarters then ending,
                  commencing with the fiscal quarter ending March 31, 2004, a


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                  Senior Debt to EBITDA Ratio of not more than the following
                  amounts as of the dates set forth below:

<Table>
<S>                                                            <C>
                  March 31,2004                                5.70 to 1.0
                  June 30, 2004                                5.10 to 1.0
                  September 30, 2004                           4.20 to 1.0
                  December 31, 2004                            3.50 to 1.0
                  March 31, 2005 and thereafter                3.25 to 1.0"
</Table>

         (b)      The following is hereby added as Section 8.20 of the Credit
                  Agreement:

                  "8.20 Inventory and Real Estate Appraisals. (a) On or before
                  May 31, 2004, deliver or cause to be delivered current
                  appraisals of all Inventory, equipment and machinery of the
                  Borrowers and their respective Subsidiaries (and take all
                  reasonable steps to cooperate with and assist the appraiser in
                  completing such appraisals as soon as practicable), such
                  appraisals (i) to be obtained at the Borrowers' expense, and
                  (ii) to indicate the net orderly liquidation value of such
                  Inventory, equipment and machinery, and otherwise to be
                  satisfactory in form and substance to the Banks; and

                  (b) On or before May 31, 2004, deliver or cause to be
                  delivered current appraisals of the real property owned by the
                  Borrowers and their respective Subsidiaries (and take all
                  reasonable steps to cooperate with and assist the appraiser in
                  completing such appraisals as soon as practicable), such
                  appraisals (i) to be obtained at the Borrowers' expense, and
                  (ii) to indicate the fair market value of such real property
                  and otherwise to be satisfactory in form and substance to the
                  Banks."

4.       The following is hereby added as Section 9.16 of the Credit Agreement:

                  "9.16 Junior Creditor Notes. Amend or modify the Junior
                  Creditor Notes or make any payment with respect to the Junior
                  Creditor Notes except, in each case, to the extent permitted
                  under the terms of the Intercreditor Agreement."

5.       Section 10.1(c) of the Credit Agreement is hereby amended by adding (i)
         "or 8.20" immediately after the reference to "or 8.18", and (ii)
         "provided that an Event of Default arising solely from a breach of
         Section 8.9 (Maintain Senior Debt to EBITDA) shall be deemed to have
         been cured if, within five days after the end of each fiscal quarter
         (other than the last fiscal quarter of each fiscal year), the Borrowers
         make a permitted payment



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<PAGE>
         on the outstanding amount of the Senior Debt from the proceeds received
         from an Account Debtor in the ordinary course of business in an amount
         sufficient to bring the ratio into compliance with the applicable
         requirement under Section 8.9."

6.       Notwithstanding anything to the contrary set forth in the Agreement, on
         or after the date hereof, all Advances shall bear interest at the
         Prime-based Rate and Borrowers may not elect the Eurodollar-based Rate
         for any Advance.

7.       The Banks hereby waive the default by Borrowers arising by reason of
         the breach of Section 8.9 (Maintain Senior Debt to EBITDA) of the
         Credit Agreement for the period ending December 31, 2003, and for no
         other date or time period. Noting in this Fifth Amendment shall
         constitute the waiver by the Banks of any Event of Default existing as
         of the date hereof which is not identified on such Schedule or any
         Event of Default which occurs after the date hereof.

8.       This Fifth Amendment shall become effective (according to the terms
         hereof) on the date confirmed in a written notice to the Company and
         the Banks from the Agent (the "Fifth Amendment Effective Date") that
         the following conditions have been fully satisfied by the Borrowers
         (the "Conditions"):

         (a)      Agent shall have received counterpart originals of this Fifth
                  Amendment, in each case duly executed and delivered by the
                  Borrowers and the requisite Banks and the Agent in form
                  satisfactory to Agent and the requisite Banks.

         (b)      Agent shall have received an amendment to the Intercreditor
                  Agreement executed by the Junior Creditors, the Banks, the
                  Agent (in its capacity as collateral agent for the Banks and
                  the Junior Creditors) and the Borrowers, in the form attached
                  to this Fifth Amendment as Attachment 1.

         (c)      Agent shall have received certified copies of resolutions of
                  the Boards of Directors of each of the Borrowers authorizing,
                  as applicable, the execution and delivery of this Fifth
                  Amendment and the other Loan Documents required under this
                  Section 9 and the performance by the Borrowers of each of
                  their respective obligations under the Credit Agreement as
                  amended by this Fifth Amendment.

         (d)      Borrowers shall have paid to Agent, for distribution to the
                  Banks (based on their respective Percentages), as applicable
                  all interest, fees and other amounts, if any, owed to the
                  Agent and the Banks under the Credit Agreement or any other
                  Loan Document and accrued to the Fifth Amendment Effective
                  Date.

         (e)      Borrowers shall have paid to Agent, for distribution to the
                  Banks (as set forth below), an amendment fee equal to $200,000
                  (which such fee shall be deemed to be fully earned and
                  non-refundable), to be distributed by the Agent to each of the
                  Banks, pro rata, based on their respective Percentages.


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<PAGE>
9.       Borrowers hereby represent and warrant that, after giving effect to the
         amendments and waivers 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 each of the
         Borrowers' powers, have 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 Banks 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 an Event of Default under the
         Agreement, has occurred and is continuing as of the date hereof.

10.      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.


                     [THIS SPACE INTENTIONALLY LEFT BLANK]







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

COMERICA BANK, as Agent                 TRIM SYSTEMS OPERATING CORP.


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


                                        TRIM SYSTEMS, LLC


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


                                        TEMPRESS, INC.


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


REVOLVING/TERM BANKS:                   COMERICA BANK


                                        By: [ILLEGIBLE]
                                            ----------------------------
                                        Its:
                                             ---------------------------


                                        U.S. BANK NATIONAL ASSOCIATION

                                        By: /s/ DANIEL J. FALSTAD
                                            ----------------------------
                                        Its: Vice President
                                             ---------------------------


                                        J2R PARTNERS II-B, LLC

                                        By: [ILLEGIBLE]
                                            ----------------------------
<PAGE>
                                        Its:
                                             ---------------------------


                                        ONEX CORPORATION (successor in
                                        interest to 1363880 Ontario, Inc.)


                                        By: [ILLEGIBLE]
                                            ----------------------------
                                        Its: [ILLEGIBLE]
                                             ---------------------------


SWING LINE BANK:                        COMERICA BANK


                                        By: [ILLEGIBLE]
                                            ----------------------------
                                        Its:
                                             ---------------------------


<PAGE>
                          ACKNOWLEDGMENT OF GUARANTOR

         The undersigned, being the Guarantor under that certain Guaranty dated
October 29, 1998, executed by the undersigned in favor of Comerica Bank, as
Agent for and on behalf of the Banks, with respect to obligations and
liabilities of Borrower to Banks ("Guaranty") affirms its obligations under the
Guaranty and consents to the amendments and waivers set forth above. Capitalized
terms used by not defined herein shall have the meanings set forth in the
Guaranty.


                                                 TRIM SYSTEMS, INC.


                                                 By: /s/ CARL E. MILLER
                                                     ---------------------------
                                                 Its:
                                                     ---------------------------
                                                 Dated: February __, 2004





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