AMENDMENT NO. 2
                                       TO
                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT



     THIS AMENDMENT dated as of June 30, 1997 by and among JPE, Inc., a Michigan
corporation ("Company"), the Banks signatory hereto ("Banks") and Comerica Bank,
as agent for the Banks (in such capacity, "Agent").

                                R E C I T A L S:

     A.  Company,  Banks and Agent  entered into that certain  Third Amended and
Restated Credit  Agreement dated as of December 31, 1996, as previously  amended
on April 16, 1997 ("Agreement").
         
     B. Company,  Banks and Agent  further  desire to amend the Agreement as set
forth below.

     NOW, THEREFORE, the parties agree as follows:

     1.  Capitalized  terms used but not defined  herein shall have the meanings
set forth in the Agreement.

     2.  Section 1.17 of the Agreement is amended to read as follows:

          "1.17 "Company  Collateral  Documents" shall mean the Company Security
     Agreement,  the  Stock  Pledges,  the  Mortgages  and  all  other  security
     documents  executed and  delivered by Company to the Agent,  in  accordance
     with  the  terms  and  conditions  of this  Agreement,  as the  same may be
     amended, restated, supplemented or replaced from time to time."

     3.  Section  1.26 of the  Agreement  is amended to read as  follows:

          "1.26 "EBIT"  shall mean with respect to any period,  net earnings (or
     loss) of Company and its Consolidated  Subsidiaries before interest expense
     and taxes and before reflecting extraordinary gains (or losses),  including
     without  limitation,  the  $5,000,000  write-off of charges  recognized  at
     September 30, 1996  relating to  acquisitions  permitted  under Section 9.7
     hereof, plus a $2,250,000  write-off of charges recognized at June 30, 1997
     relating  to  Starboard  Industries,  Inc.;  provided,  however,  that  for
     purposes of determining EBIT for any period,  the net earnings (or loss) of
     JPE Canada shall be included  only if as of the date of  determination  JPE
     Canada is not  prohibited  under any  contract  or  agreement  from  paying
     dividends on or making  distributions  to Company with respect to Company's
     shares of capital stock or other equity  interest in JPE Canada and further
     provided,  that in such case the net  earnings  (or loss) of JPE  Canada so
     included in determining EBIT shall not exceed an amount equal to the lesser
     of (i) the amount obtained by multiplying the Capitalization  Percentage by
     JPE  Canada's net earnings (or loss) for such period and (ii) the amount of
     dividends or distributions JPE Canada may pay to Company as of such date of
     determination) and gains (or losses) from discontinued  operations for such
     period, as determined in accordance with GAAP."

     4.  Section 1.27 of the Agreement is amended to read as follows:

          "1.27 "EBITDA" shall mean with respect to any period, net earnings (or
     loss) of Company and its Consolidated Subsidiaries before interest expense,
     taxes,   depreciation  and  amortization   expense  and  before  reflecting
     extraordinary gains (or losses), including without limitation, a $5,000,000
     write-off  of  charges   recognized  at  September  30,  1996  relating  to
     acquisitions  permitted  under  Section  9.7,  hereof,  plus  a  $2,250,000
     write-off  of charges  recognized  at June 30, 1997  relating to  Starboard
     Industries,  Inc.;  provided,  however,  that for  purposes of  determining
     EBITDA for any period,  the net  earnings  (or loss) of JPE Canada shall be
     included  only  if as of  the  date  of  determination  JPE  Canada  is not
     prohibited  under any  contract or  agreement  from paying  dividends on or
     making  distribution to Company with respect to Company's shares of capital
     stock or other equity interest in JPE Canada and further provided,  that in
     such  case  the net  earnings  (or  loss)  of JPE  Canada  so  included  in
     determining  EBITDA  shall not exceed an amount  equal to the lessor of (i)
     the amount  obtained by multiplying  the  Capitalization  Percentage by JPE
     Canada's  net  earnings  (or loss) for such  period  and (ii) the amount of
     dividends or distribution  JPE Canada may pay to Company as of such date of
     determination and gains (or losses) from  discontinued  operations for such
     period, as determined in accordance with GAAP."

     5.  Section 1.40 of the Agreement is amended to read as follows:

          "1.40  "Funded  Debt" as of any date of  determination  shall mean all
     interest bearing Debt (other than  Subordinated  Debt and Debt evidenced by
     instrument(s) issued in connection with the Debt Placement) whether current
     or long term, as determined in accordance with GAAP."

     6.  Section 1.45 of the Agreement is amended to read as follows:

          "1.45 `Guarantor(s)' shall mean as of the date hereof, each Subsidiary
     of the Company (excluding Foreign Subsidiaries), and subsequent to the date
     hereof,  each  Person  otherwise  becoming  a  Subsidiary  of  the  Company
     (excluding Foreign  Subsidiaries),  or otherwise entering into the guaranty
     (by joinder agreement or otherwise), from time to time and shall, as of the
     date of this Agreement, consist of the Subsidiaries listed on Schedule 1.42
     annexed hereto."

     7.  Section 1.46 of the Agreement is amended to read as follows:

          "1.46 "Guarantor  Collateral  Documents" shall mean the Guaranty,  the
     Guarantor  Security  Agreements,  the  Mortgages  and  all  other  security
     documents executed by the Guarantors and delivered to Agent at any time on,
     before or after the date  hereof,  pursuant to or in  accordance  with this
     Agreement  or the  Collateral  Documents,  and with  respect to each Person
     which becomes a Guarantor  after the date hereof,  on the effective date it
     becomes a  Guarantor,  in each  case in  connection  with such  guaranties,
     security agreements or mortgages,  this Agreement and any of the other Loan
     Documents,  as  such  Collateral  Documents  may be  amended,  restated  or
     replaced from time to time."

     8.  Section 1.72 of the Agreement is amended to read as follows:

          "1.72  "Margin" shall mean, as of any date of  determination  thereof,
     the applicable interest rate margin component of the Eurodollar-based rate,
     which  is (i)  prior  to the  effective  date of the  closing  of the  Debt
     Placement,  three and one quarter (3-1/4) percentage points and (ii) on and
     after  the  effective  date  of the  closing  of  the  Debt  Offering,  the
     applicable  percentage  points determined in accordance with the provisions
     of Section 5.1 hereof  (based on the ratio of Funded Debt to EBITDA and the
     Fixed Charge Coverage Ratio) by reference to the appropriate columns in the
     pricing matrix attached to this Agreement as Schedule 1.9."

     9.  Subparagraph  (vii) of the  definition of `Permitted  Acquisition'  set
forth in Section 1.78 of the Agreement is amended to read as follows:

          "(vii) on the date of any such acquisition,  Company shall have caused
          to be  furnished,  executed and delivered to Agent as security for all
          Indebtedness of Company,  in form and substance  satisfactory to Agent
          and the Banks and supported by  appropriate  resolutions  in certified
          form authorizing same, (A) the Guarantor  Collateral  Documents of the
          Subsidiary(ies) (excluding Foreign Subsidiaries) so acquired and (B) a
          Stock  Pledge by Company  or a  Subsidiary,  as the case may be,  with
          respect  to (1) all of its  Stock  in the  Subsidiary(ies)  (excluding
          Foreign  Subsidiaries) so acquired and (2) sixty five percent (65%) of
          its Stock in the Foreign Subsidiaries so acquired;  and if required or
          advisable under  applicable law to perfect the liens granted  thereby,
          documents  covering  such  Collateral  executed  and  delivered by the
          appropriate   parties,   including   without   limitation,    original
          certificates  evidencing  any shares of Stock pledged to Agent,  under
          the Guarantor  Collateral Documents or Stock Pledge delivered pursuant
          to this subparagraph (vii)."

     10.  Section 1.101 of the Agreement is amended to read as follows:

          "1.101  `Subordinated  Debt'  shall  mean Debt of  Company  and/or its
     Subsidiaries permitted under Section 9.5(f) or Section 9.5(i) hereof, which
     is subordinated in right of payment and  distribution  upon  liquidation to
     the Indebtedness on terms and conditions  acceptable to the Agent; (ii) has
     a final maturity extending beyond the Revolving Credit Maturity Date; (iii)
     does not require any payment of principal thereunder prior to the Revolving
     Credit Maturity Date; (iv) has no financial covenants more restrictive than
     those  set forth in  Sections  8.4 and 8.5  hereof  or any other  financial
     covenants  in effect  under this  Agreement at the time such Debt is issued
     (except as otherwise agreed to by Agent in their sole discretion);  and (v)
     has other subordination provisions otherwise satisfactory to Agent."

     11. Sections 1.115, 1.116, and 1.117 are added to the Agreement as follows:

          "1.115  "Debt  Placement"  shall have the meaning set forth in Section
     8.21 hereof."

          "1.116  "Foreign  Subsidiary(ies)"  shall  mean  as  of  any  date  of
     determination any Subsidiary of Company which is not incorporated under the
     laws of the United States of America or any state thereof."

          "1.117  "Mortgages"  shall mean the real estate mortgages  encumbering
     all of Company's or any Subsidiary's  (excluding Foreign Subsidiaries) real
     property interests, now owned or hereafter acquired, executed and delivered
     by  Company  to the Agent any time on or after the date  hereof as the same
     may be amended, restated, supplemented or replaced from time to time."

     12. Section 8.3(h) is added to the Agreement as follows:

          "(h) as soon as  available,  and in any event within  forty-five  (45)
     days after the last day of each fiscal  quarter of Company  (including  the
     last  quarter  of  each  fiscal  year)   financial   projections   in  form
     satisfactory  to Agent but including  without  limitation  balance  sheets,
     income  statements  and  statements  of  cash  flows  for  Company  and its
     Consolidated Subsidiaries for the period commencing on the first day of the
     then current fiscal quarter and ending on December 31, 1998, certified by a
     responsible financial officer of Company as being prepared in good faith in
     a manner  consistent  with Company's  accounting  policies and practices in
     effect on the date hereof."

     13. Section 8.4 of the Agreement is amended to read as follows:

          "Section 8.4  Maintain  Funded Debt to EBITDA  Ratio.  Maintain at all
     times a Funded  Debt to EBITDA  Ratio of not more than the  Maximum  Funded
     Debt to EBITDA Ratio.  "Maximum Funded Debt to EBITDA Ratio" shall mean the
     following during the period set forth below:

     from March 31, 1997 through June 30, 1997.......................6.75 to 1
     from July 1, 1997 through September 30, 1997....................6.00 to 1
     from October 1, 1997 through December 31, 1997..................5.50 to 1
     from January 1, 1998 and thereafter.............................4.75 to 1."

     14. Section 8.5 of the Agreement is amended to read as follows:

          "Section 8.5 Maintain Fixed Charge  Coverage  Ratio. On a Consolidated
     Basis, maintain at all times a Fixed Charge Coverage Ratio of not less than
     the following, during the periods set forth below:

     From March 31, 1997 through June 30, 1997.......................1.0 to 1
     From July 1, 1997 through September 30, 1997....................1.25 to 1
     From October 1, 1997 and thereafter.............................1.35 to 1."

     15. Section 8.13 of the Agreement is amended to read a follows:

          "8.13 Insurance.  Maintain  insurance  coverage on its physical assets
     and against other  business  risks in such amounts and of such types as are
     customarily  carried by  companies  similar in size and nature,  and in the
     event of  acquisition  of  additional  property,  real or  personal,  or of
     occurrence  of  additional  risks of any nature,  increase  such  insurance
     coverage in such manner and to such extent as prudent business judgment and
     then  current  practice  would  dictate;  and in the  case of all  policies
     covering property subject to the Collateral Documents, or property in which
     the Banks shall have a security interest of any kind whatsoever, other than
     those policies  protecting against casualty  liabilities to strangers,  all
     such insurance  policies shall conform to the requirements set forth in the
     applicable  collateral  documents  and shall  provide that the loss payable
     thereunder shall be payable to Company or Guarantor, as applicable,  and to
     the Agent;  and with all said  policies or copies  thereof,  including  all
     endorsements thereon and those required hereunder, to be deposited with the
     Agent, at the request of the Agent.

     16. Section 8.21 of the Agreement is amended to read as follows:

          "Section 8.21 Additional Capital. On or before August 14, 1997 furnish
     Agent, with copies for each Bank, with a mandate letter executed by Company
     and an investment  banker  satisfactory  to Agent pursuant to which Company
     commits (subject to standard conditions) to raise not less than $25,000,000
     in capital through a public offering or private placement of unsecured Debt
     on terms satisfactory to Agent ("Debt Placement"). The proceeds of the Debt
     Placement shall be used by Company as follows:

         (i)   the first $25,000,000 in proceeds shall be applied first to repay
               the Indebtedness  outstanding under the Line of Credit Notes, pro
               rata, based on each Bank's  respective  Percentage of the Line of
               Credit  Aggregate  Commitment and then to repay the  Indebtedness
               outstanding  under the Revolving Credit Notes, pro rata, based on
               each  Bank's  respective   Percentage  of  the  Revolving  Credit
               Aggregate  Commitment (and  concurrently  with any such repayment
               pursuant  to  this  clause  (i),  the  Line of  Credit  Aggregate
               Commitment shall be permanently terminated);

         (ii)  next,  at  Company's  option,  to make a loan or  advance  to JPE
               Canada not to exceed the principal  indebtedness of JPE Canada to
               Bank of Nova Scotia then  outstanding,  (and Company  shall cause
               JPE  Canada to use the  proceeds  thereof  solely  to repay  (and
               permanently  reduce) such  indebtedness  of JPE Canada to Bank of
               Nova Scotia); and

         (iii) next, to repay the Indebtedness  outstanding  under the Revolving
               Notes,  pro rata, based on each Bank's  respective  Percentage of
               the Revolving Credit Aggregate Commitment.

     Repayments of the Notes under this Section 8.21 shall be made in accordance
     with the terms and conditions of Sections 2.8 and 2.A.6 of this  Agreement,
     respectively,  and, if any such  repayment  requires  the  prepayment  of a
     Eurodollar-based  Advance  or Quoted  Rate  Advance on a day other than the
     last day of the Interest Period applicable thereto, such repayment shall be
     subject to the prepayment penalty provisions of Section 12.1 hereof."

     17. Section 8.22 is added to the Agreement as follows:

          "8.22  Mortgages.  Company shall  furnish,  execute and deliver to the
     Agent,  or cause to be furnished,  executed and delivered to Agent, in form
     satisfactory  to Agent,  for the benefit of the Banks,  (i) first  priority
     Mortgages of all real  property now owned or hereafter  acquired by Company
     or any of its Subsidiaries  (excluding Foreign Subsidiaries),  subject only
     to liens and  encumbrances  acceptable to Agent,  (ii) a policy of mortgage
     title  insurance  (or a marked  commitment  to issue  such  policy  in form
     satisfactory  to Agent) in standard  A.L.T.A.  loan policy form issued by a
     title company  satisfactory to Agent without  standard  exceptions and with
     zoning and comprehensive  endorsements and such other endorsements as Agent
     may reasonably  request,  in an amount not less than the appraised value of
     such real property  insuring  that each such  Mortgage  constitutes a first
     lien on the such  real  property  subject  only to liens  and  encumbrances
     acceptable to Agent,  (iii) a minimum detail  A.L.T.A.  survey of such real
     property  certified  to the Agent and the title  company  referred to above
     showing nothing  objectionable to Agent and such title company, (iv) copies
     of  the  insurance   policies  required  under  Section  8.13  hereof,  (v)
     environmental  assessments  of  such  real  property  as may be  reasonably
     requested by Agent in accordance with its standard  environmental  policies
     in form satisfactory to Agent and (vi) such other documents or certificates
     as may be  requested  by Agent and in  connection  therewith  and/or as are
     required under the terms of the Mortgages.  The documents,  instruments and
     other items  required under this Section 8.22 with respect to real property
     acquired  after the date  hereof  shall be  furnished  to Bank  prior to or
     simultaneously with the acquisition thereof."

     18. Section 9.5(g) of the Agreement is amended to read as follows:

          "(g)  the  Debt of JPE  Canada  to Bank of  Nova  Scotia  incurred  in
     connection with the Pebra Acquisition, not to exceed the sum of Thirty Five
     Million  Canadian  Dollars (CDN  $35,000,000)  in the aggregate at any time
     outstanding  less the  aggregate  principal  amount  loaned or  advanced by
     Company to JPE Canada pursuant to Section 8.21(ii) hereof;"

     19. Section 9.5(i) and (j) are added to the Agreement as follows:

          "(i)  unsecured  Debt of Company  evidenced by  instruments  issued in
     connection with the Debt Placement; and

          "(j)  indebtedness  of JPE Canada to Company  permitted  under Section
     8.21(ii) hereof."

     20. Subsection (j) is added to Section 9.9 of the Agreement as follows:

          "(j) in addition to the Investments  permitted under Subsection (i) of
     this  Section  9.9, a loan or  advance  by  Company to JPE Canada  which is
     permitted under Section 8.21(ii) hereof."

     21. Section 10.1(c) of the Agreement is amended to read as follows:

          "(c)  default  in  the   observance  or  performance  of  any  of  the
     conditions,  covenants or  agreements  of the Company set forth in Sections
     2.7, 2.A.5,  3.6, 8.1, 8.3 through 8.6, 8.8, 8.11, 8.13, 8.15 through 8.19,
     8.21,  8.22,  Article 9 (in its  entirety),  Section 13.7 or Section  14.25
     hereof;"

     22. Section 10.1(n) of the Agreement is amended to read as follows:

          "(n) the failure of Company to close the Debt  Placement  on or before
     December 31, 1997.

     23. Company hereby represents and warrants 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  corporate  powers,  have  been  duly
authorized,  are not in contravention of law or the terms of Company's  Articles
of  Incorporation  or Bylaws,  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  continuing
representations and warranties of Company set forth in Sections 7.1 through 7.22
and 7.24 of the Agreement are true and correct 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
continuing  representations  and warranties of Company set forth in Section 7.23
of the  Agreement are true and correct as of the date hereof with respect to the
most recent  financial  statements  furnished to Agent by Company in  accordance
with Section 8.3 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.

     24. The  amendments  set forth above shall be effective as of June 30, 1997
upon (i)  delivery to Agent of each of the  documents  set forth on the attached
closing agenda in form  satisfactory to Agent and the Banks, and (ii) payment by
Company of a nonrefundable amendment fee of $60,000 to Agent for distribution to
the Banks,  pro rata,  based on their  respective  Percentages  of the Revolving
Credit Aggregate Commitment.

     25. Notwithstanding anything to the contrary set forth herein, with respect
to the real property identified on Schedule 1 annexed hereto,  Company shall not
be  required to furnish  Agent with the  Mortgages,  environmental  assessments,
title policies and surveys  required  under Section 8.22 of the Agreement  until
the earlier of (i) October 15, 1997 and (ii) the closing of the Debt Placement.

     26. This Amendment may be executed in counterparts.

     IN WITNESS  WHEREOF,  the parties execute this Amendment as of the date set
forth above.


COMPANY:                                JPE, INC.

                                        By:  /s/ James J. Fahrner
                                             -----------------------------

                                        Its: Sr. Vice President - CFO


AGENT:                                  COMERICA BANK

                                        By:  /s/ Jatinder Kalis
                                             -----------------------------

                                        Its: Corporate Finance Officer


REVOLVING CREDIT BANKS                  COMERICA BANK
and
LINE OF CREDIT BANKS:

                                        By:  /s/ Lana L. Anderson
                                             -----------------------------

                                        Its: Vice President


                                        NBD BANK

                                        By:  /s/ Erik Bakker
                                             -----------------------------

                                        Its: First Vice President


                                        NATIONAL BANK OF CANADA

                                        By:  /s/ Jeffrey C. Angell
                                             -----------------------------

                                        Its: Vice President


                                        HARRIS TRUST AND SAVINGS BANK

                                        By:  /s/ Jeffrey C. Nicholson
                                             -----------------------------

                                        Its: Vice President


                                        BANK ONE, DAYTON, N.A.

                                        By:  /s/ Joey D. Williams
                                             -----------------------------

                                        Its: Vice President


SWING LINE BANK:                        COMERICA BANK

                                        By:  /s/ Lana L. Anderson
                                             -----------------------------

                                        Its: Vice President