S-1

As filed with the Securities and Exchange Commission on March 4, 2010

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Tower Automotive, LLC

to be converted as described herein to a corporation named

TOWER INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	3714	20-8879584
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code number)	(I.R.S. Employer Identification Number)

17672 Laurel Park Drive North, Suite 400E

Livonia, Michigan 48152

(248) 675-6000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

James Gouin

Chief Financial Officer

17672 Laurel Park Drive North, Suite 400E

Livonia, Michigan 48152

(248) 675-6000

(Name, address, including zip code and telephone number, including area code, of agent for service)

Please address a copy of all communications to:

Peter H. Ehrenberg, Esq. Michael J. Reinhardt, Esq. Lowenstein Sandler PC 1251 Avenue of the Americas New York, New York 10020 (212) 262-6700 Joseph A. Hall, Esq. Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 (212) 450-4000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ¨	Accelerated filer  ¨	Non-accelerated filer  x	Smaller reporting company  ¨
		(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of each class of Securities to be registered	Proposed maximum aggregate offering price(1)(2)	Amount of Registration Fee
Common Stock, 0.01 par value	$100,000,000	$7,130

(1) Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(o) under the Securities Act.

(2) Includes shares which may be sold pursuant to the underwriters’ option to purchase additional shares.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion

Preliminary Prospectus dated March 4, 2010

PROSPECTUS

            Shares

Tower International, Inc.

Common Stock

This is Tower International, Inc.’s initial public offering. We are selling              shares of our common stock.

We expect the public offering price to be between $             and $             per share. Currently, no public market exists for the shares. After pricing of the offering, we expect that the shares will trade on the            under the symbol “            .”

Investing in our common stock involves risks that are described under “Risk Factors” beginning on page 14 of this prospectus.

	Per Share	Total
Public offering price	$	$
Underwriting discount	$	$
Proceeds, before expenses, to us	$	$

The underwriters may also purchase up to an additional              shares from us, at the public offering price, less the underwriting discount, within 30 days from the date of this prospectus to cover over-allotments, if any.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares against payment in New York, New York on or about                 , 2010.

Goldman, Sachs & Co. Citi

The date of this prospectus is                     , 2010.

TABLE OF CONTENTS

	Page
Prospectus Summary	1
Risk Factors	14
Special Note Regarding Forward-Looking Statements	36
Use of Proceeds	37
Dividend Policy	38
Capitalization	39
Dilution	41
Selected Historical Consolidated Financial Data	43
Management’s Discussion and Analysis of Financial Condition and Results of Operations	45
Business	74
Management	92
Compensation Discussion and Analysis	97
Certain Relationships and Related Person Transactions	119
Principal Stockholders	122
Description of Certain Indebtedness	124
Description of Capital Stock	129
Shares Eligible for Future Sale	133
Material United States Federal Income and Estate Tax Considerations for Non-U.S. Holders	135
Underwriting	138
Legal Matters	143
Experts	143
Where You Can Find More Information	144
Index to Financial Statements	F-1

You should rely only on the information contained in this prospectus or contained in any free writing prospectus approved by us or filed by us with the Securities and Exchange Commission (the “SEC”). Neither we, nor the underwriters, have authorized anyone to provide you with additional information or information different from that contained in this prospectus or in any such free writing prospectus. We are offering to sell, and seeking offers to buy, our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock.

Through and including                     , 2010 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

MARKET AND INDUSTRY DATA

Market and industry data used throughout this prospectus, including information relating to our relative position in the vehicle structural component and assemblies industry, is based on the good faith estimates of management, which in turn are based upon management’s review of internal surveys, independent industry surveys and publications and other publicly available information, including reports and information prepared by CSM Worldwide^®, a global forecasting service for automotive production. The reports prepared by CSM Worldwide^® are subscription-based.

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TRADEMARKS AND TRADE NAMES

We own or have rights to trademarks or trade names that we use in conjunction with the operation of our business. In addition, our name, logo and website name and address are our service marks or trademarks. Each trademark, trade name or service mark by any other company appearing in this prospectus belongs to its holder. Our principal trademark or trade name that we use is Tower Automotive^®.

CORPORATE CONVERSION

Immediately prior to the consummation of this offering, we will convert from a Delaware limited liability company to a Delaware corporation and will change our name from Tower Automotive, LLC to Tower International, Inc. We refer to this transaction as the Corporate Conversion. See “Business—Our History and Corporate Structure—Our Corporate Conversion.”

ii

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read together with, the more detailed information and financial statements and related notes thereto appearing elsewhere in this prospectus. You should read the entire prospectus carefully, particularly the “Risk Factors” beginning on page 16 and our consolidated financial statements and the related notes thereto. In this prospectus, unless otherwise indicated or the context otherwise requires, references to (1) the terms “we,” “us,” “our,” the “Company,” “Tower” and “Tower Automotive” refer to Tower International, Inc. and its subsidiaries on a consolidated basis, (2) the term “CCM” refers only to Cerberus Capital Management, L.P. and (3) the term “Cerberus” refers to CCM and funds and accounts affiliated with CCM. The terms “Adjusted EBITDA” and “Adjusted EBITDA margin” are defined in footnotes 5 and 6 in “—Summary Consolidated Financial Data,” and the terms “Predecessor” and “Successor” are defined in “—Summary Consolidated Financial Data.”

Our Company

We are a leading integrated global manufacturer of engineered structural metal components and assemblies primarily serving automotive original equipment manufacturers, or OEMs. We offer our automotive customers a broad product portfolio, supplying body-structure stampings, frame and other chassis structures, as well as complex welded assemblies, for small and large cars, crossovers, pickups and SUVs. We have also recently entered the utility-scale solar energy market with an agreement to supply large stamped mirror-facet panels and welded support structures. We refer to such agreement as our solar agreement.

Product Offerings

Our products are manufactured at 30 production facilities strategically located near our customers in North America, South America, Europe and Asia. We support our manufacturing operations through nine engineering and sales locations throughout the world. We are a disciplined, process-driven company with an experienced management team that has a proven history of implementing sustainable operational improvements. From January 1, 2008 through December 31, 2009, we achieved $195 million in manufacturing and purchasing cost

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reductions. We achieved these cost reductions in large part through successful implementation of Lean Six Sigma principles and rigorous application of global best practices. These cost reductions helped us achieve a 7.6% Adjusted EBITDA margin in 2009 during an historically challenging environment in the automotive industry. For the year ended December 31, 2009, we generated revenues of $1.6 billion, Adjusted EBITDA of $125 million and a net loss attributable to Tower Automotive, LLC of $67.9 million.

We believe that our product capabilities, our geographic, customer and product diversification and the cost reductions that we achieved in 2008 and 2009 position us to benefit from a recovery in global automotive industry production. We also intend to leverage our program management and engineering expertise to pursue growth opportunities outside of our existing automotive markets, as demonstrated by our solar agreement.

Our Industry

CSM Worldwide^® projects significant growth in the global automotive market, with production expected to increase from 57 million units in 2009 to 80 million units by 2013.

CSM Worldwide^® Global Light Vehicle Production Forecast (millions of units)

We believe OEMs produce a majority of their structural metal components and assemblies internally. While OEM policies differ and may be especially impacted by their own capacity utilization, the capital expenditures associated with internal production can be substantial. We believe that longer term, OEMs may outsource a greater proportion of their stamping requirements because of this capital and fixed-cost intensity and we may benefit from this shift in our customer preferences. In addition, we believe OEMs will increasingly favor global vehicle platforms supported by larger, more capable and financially strong suppliers. Given our global manufacturing footprint, competitive cost structure and integrated design, engineering and program management capabilities, we are well-positioned to take advantage of these potential opportunities.

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Our Competitive Strengths

Geographic Diversification

We are well-diversified geographically, which positions us to participate in growth opportunities as they occur over time around the world and mitigates the impact of regional production fluctuations on our business. These potential opportunities range from near-term cyclical volume recovery in North America and Europe to continued growth in emerging markets such as Brazil and China. Proximity to end customers is especially important in our business because size and weight make our products difficult and expensive to transport. Our geographic mix of 2009 revenues is shown below:

Geographic Mix (% of 2009 Revenues)

Customer Diversification

We have a well-diversified customer mix. In 2009, no single customer accounted for more than 17% of our revenues, and ten different OEMs individually accounted for 5% or more of our revenues. European OEMs were our biggest customer group in 2009, followed by Asian OEMs, with Detroit 3 OEMs representing the smallest group, at 18% of 2009 revenues. Ford accounted for approximately 70% of our 2009 Detroit 3 revenues. With this customer diversification, we believe we are well-positioned to participate in the anticipated automotive recovery, while also mitigating our exposure to any individual customer. The term “Detroit 3” refers collectively to Ford, General Motors and Chrysler and the term “European OEMs” includes Volvo and Opel.

Customer Mix (% of 2009 Revenues)

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Platform Diversification

Our products are offered on a diverse mix of vehicle platforms, reflecting the balanced portfolio approach of our business model and the breadth of our product capabilities. We believe that our platform diversification provides us an opportunity to participate in an industry recovery without being overly exposed to a single vehicle model. We supply products to approximately 160 vehicle models globally. Our 10 largest vehicle models represented approximately 27% of our 2009 revenues.

Vehicle Segment Mix (% of 2009 Revenues)

Competitive Cost Structure

We believe we have a competitive cost structure. During the Predecessor’s restructuring, while operating under bankruptcy protection, it achieved significant savings. For example, in North America the Predecessor reduced its manufacturing footprint from 23 to 12 plants, a 48% reduction. In addition, our average North American labor rate for hourly production workers, including wages and fringe benefits, was reduced by approximately 15%, to what we believe is a competitive level for our sector, and we froze our pension plan. We also capped our post-retirement healthcare liability to an amount which, at December 31, 2009, was $1.7 million. Following the acquisition of the Predecessor’s assets, we moved aggressively to improve productivity and manufacturing throughput to world-class standards to further improve our cost structure. We launched eight operating efficiency initiatives through 2009, we have scheduled two additional operating efficiency initiatives for launch in 2010 and we intend to implement other efficiency programs in the future to assist us in driving costs out of our manufacturing and procurement processes.

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Efficiency Initiatives

See “Business—Manufacturing and Operations” for a detailed explanation of this chart.

We measure our operating efficiencies in manufacturing and purchasing cost reductions as a percentage of our material and manufacturing costs. As a result of our process-driven initiatives, we significantly increased that annual percentage improvement from approximately 2% in 2006 to approximately 6% in 2009 resulting in $195 million in manufacturing and purchasing cost savings from January 1, 2008 through December 31, 2009. Our focus in 2010 and beyond is to retain the benefit of these achieved cost savings as anticipated volume recovery occurs.

Operating Efficiencies vs. Prior Year

(Manufacturing and Purchasing Cost Reductions as % of Manufacturing and Material Costs)

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Good Quality

Through rigorous standardization of global best practices and major process improvements such as Lean Six Sigma, we have improved our quality results, with customer-reported defects per million parts, or PPM, down to 29 in 2009.

Customer-Reported PPM

Proven Management Team

Our senior management team has substantial industry and related operational and financial experience. In addition, the eight executives comprising our executive leadership team have been in place as a cohesive group essentially since we acquired the Predecessor’s assets in 2007. Mark Malcolm, our Chief Executive Officer since August 2007, worked for 28 years in a broad variety of roles with Ford Motor Company. Mr. Malcolm then became a senior operational adviser for Cerberus, where he led a year-long due diligence effort prior to the acquisition of the Predecessor’s assets, assessing strengths and weaknesses and developing the business plan that we have executed since the acquisition. Our Chief Operating Officer, Michael Rajkovic, worked for Ford and Visteon prior to assuming officer positions at Goodyear and U.S. Can Corporation. Jim Gouin, our Chief Financial Officer, worked for 28 years at Ford, including as Vice President, Finance and Global Corporate Controller.

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Our Strategy

Our strategy is to strengthen our leadership position as a supplier to the global automotive industry and to expand opportunistically into non-automotive markets. We believe that our core strengths described above position us to continue to provide a high-quality, low-cost value proposition to our customers, enabling profitable growth. Specific strategic objectives include:

Profitable Revenue Growth

Our strategy for profitable revenue growth has three main pillars: organic automotive growth, expansion into solar and other non-automotive markets, and opportunistic acquisitions and joint ventures.

Organic Automotive Growth:    Although for planning purposes we are cautious about the pace of automotive industry recovery in 2010, we believe that vehicle growth will be above-average over the next three to five years. Having significantly improved our cost structure over the last two years, we believe that we are poised to benefit from an anticipated cyclical recovery in the European and North American markets and to grow in developing markets like Brazil and China. In terms of organic automotive growth, our planning assumption is that our growth will roughly track the growth in annual vehicle production. We will also strive to increase our share of business, while maintaining good geographic, customer and platform diversification.

Expansion into Solar and Other Non-Automotive Markets:    We intend to leverage our integrated engineering, manufacturing and program-management expertise to pursue growth opportunities in non-automotive markets. The solar industry shows promise for us, as many applications require highly engineered large stampings and complex welded structural assemblies that must be produced in high volume at repeatable tight tolerances, similar to our product requirements in the automotive industry. To date, we have won a solar agreement with expected lifetime revenues of approximately $             million. We plan to invest approximately $30 to $35 million (net of government and other incentives) in 2010 to support this agreement, including investing in a new facility in the southwest United States that could provide a base for additional expansion. We believe the solar industry in the United States and globally has the potential to grow at an average rate substantially greater than the trend rate for the automotive industry. Beyond solar, we believe there may be similar opportunities in the future to apply and extend our core skills in other industries, such as defense, wind or appliances.

Opportunistic Acquisitions and Joint Ventures:    We intend to analyze and pursue acquisition opportunities where we believe we can add value and realize synergies by improving operating results through application of our processes, as demonstrated in our own business. We anticipate that the automotive structural metal components and assemblies sector will experience increased consolidation and believe that we are well-positioned to participate successfully in that evolution. We also intend to seek suitable partners to set up additional joint ventures in developing automotive markets, such as China, which we believe have above-average secular growth prospects.

Continuous Process-Driven Operating Improvements

Our business philosophy and approach is grounded in the fundamental importance of building capabilities through ongoing process awareness and improvements. That focus and mindset applies to daily plant and cash reports, to detailed monthly business reviews, to our adoption and implementation of Lean Six Sigma principles, to our global inventory reduction process, to our internal controls, to our colleague engagement process that measures the involvement of our employees, and to many other critical governance and business processes employed and under development in our company. Near-term results must be delivered, but we continually strive to do so in a way that is repeatable and sustainable, strengthening our longer-term competitiveness to the ultimate benefit of our customers, colleagues, suppliers and stockholders.

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Intense Focus on Cash Flow

We have a common focus and an alignment of incentives throughout our company on the importance of operating cash flow. For example, we track cash on a daily basis and our global bonus program is tied largely to cash flow metrics. This common focus and aligned incentive with respect to cash flow among all our colleagues helps create value for our stockholders. For example, inventories have been reduced from 23 average days on hand in December 2007 to approximately 13 average days on hand in December 2009.

Maintain a Sound Balance Sheet

We consider it critical to maintain a sound balance sheet in the cyclical automotive industry. That prudent mindset and approach helped us weather the severe 2009 downturn without violating our loan covenants, and we intend to maintain this approach going forward. We anticipate reducing our leverage by applying a significant portion of the net proceeds from this offering to repay indebtedness.

Ownership

Prior to this offering, we will become a Delaware corporation and all of our outstanding capital stock will be owned by Tower International Holdings, LLC, a newly formed entity controlled by Cerberus. Cerberus was established in 1992 and is one of the world’s leading private investment firms. Cerberus currently holds controlling or significant minority investments in companies around the world. Cerberus invests in divestitures, turnarounds, recapitalizations, financial restructurings, public-to-private transactions and management buyouts in a variety of sectors.

Concurrent with the closing of our public offering, we will issue restricted stock units, or RSUs, to certain executive officers and directors under one of our benefit plans. Immediately after this offering, Tower International Holdings, LLC will control approximately     % (approximately     % if the underwriters’ option to purchase additional shares is exercised in full) of our common stock.

Corporate Information

Our principal executive offices are located at 17672 Laurel Park Drive North, Suite 400E, Livonia, Michigan 48152, and our telephone number is (248) 675-6000. For information regarding our corporate history, see “Business—Company Overview—Our History and Corporate Structure.” Our website address is www.towerautomotive.com. The information contained on our website or that can be accessed through our website is not part of this prospectus, and investors should not rely on any such information in deciding whether to purchase our common stock.

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THE OFFERING

Common stock we are offering.              shares (or              shares if the underwriters exercise their option to purchase additional shares in full).

Common stock to be outstanding after this offering              shares (or              shares if the underwriters exercise their option to purchase additional shares in full).

Use of proceeds The net proceeds to us from this offering will be approximately $              after deducting the underwriting discount and estimated expenses of this offering and assuming we sell the shares for $              per share, representing the midpoint of the range on the cover page of this prospectus. We intend to use the net proceeds of this offering to retire indebtedness and for working capital and general corporate purposes.

Dividend policy We do not intend to pay dividends on our common stock in the foreseeable future. See “Dividend Policy.”

Risk factors See “Risk Factors” and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our common stock.

Proposed ticker symbol “            ”

The number of shares of common stock outstanding after the offering is based on              shares of common stock issuable pursuant to our Corporate Conversion and excludes              shares reserved for issuance under RSUs to be issued to certain executive officers and directors pursuant to one of our benefit plans in connection with the consummation of this offering. For further information regarding such RSUs, see “Compensation Discussion and Analysis—Equity-Based Incentive Awards—Long Term Incentive Compensation Awards.”

Unless otherwise indicated, all information contained in this prospectus assumes that the underwriters do not exercise their option to purchase up to              additional shares of our common stock and assumes that our Corporate Conversion has been consummated.

For more detailed information regarding our common stock, see “Description of Capital Stock.”

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SUMMARY CONSOLIDATED FINANCIAL DATA

The following tables set forth (i) summary consolidated financial data of Tower Automotive, LLC, for periods after July 31, 2007, the date on which we acquired substantially all of the assets and assumed certain specific liabilities of Tower Automotive, Inc. and its United States subsidiaries in connection with the bankruptcy proceedings of Tower Automotive, Inc. and such subsidiaries and acquired the capital stock of substantially all of the foreign subsidiaries of Tower Automotive, Inc. and (ii) summary consolidated financial data of Tower Automotive, Inc. for periods on or before July 31, 2007. With respect to our financial data and throughout this prospectus, we refer to Tower Automotive, Inc. through July 31, 2007 as the Predecessor and we refer to Tower Automotive, LLC after July 31, 2007 as the Successor. The summary consolidated balance sheet data, the summary consolidated statement of operations data and the summary consolidated statement of cash flows data as of December 31, 2009 and for the periods ended December 31, 2009, 2008 and 2007 and July 31, 2007 have been derived from our audited consolidated financial statements and related notes included elsewhere in this prospectus.

Prior to the consummation of this offering, we will convert from a Delaware limited liability company to a Delaware corporation and will change our name from Tower Automotive, LLC to Tower International, Inc. We refer to this transaction as the Corporate Conversion. See “Business—Corporate Conversion.”

The summary consolidated financial data as of any date and for any period are not necessarily indicative of the results that may be achieved as of any future date or for any future period. As a result of the implementation of applicable accounting pronouncements relating to our acquisition of the Predecessor’s consolidated assets, the financial statements and financial data presented in this prospectus for dates and for periods ending on or before July 31, 2007 are not comparable with the financial statements and financial data presented in this prospectus for periods after July 31, 2007.

The following tables also set forth certain summary consolidated unaudited as adjusted balance sheet data as of December 31, 2009, giving effect to (i) the sale of              shares of common stock by us in this offering at an assumed initial public offering price of $             per share (representing the midpoint of the range on the cover page of this prospectus) and (ii) the application of the net proceeds of this offering as described under “Use of Proceeds”, assuming that 100% of the net proceeds are used to repay indebtedness. The summary consolidated unaudited as adjusted balance sheet data is presented for informational purposes only and does not purport to represent what our financial condition actually would have been had these events occurred on the dates indicated or to project our financial condition as of any future date.

You should read the following summary financial data in conjunction with “Use of Proceeds,” “Selected Historical Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes included elsewhere in this prospectus.

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Summary Consolidated Financial Data

	Successor									Predecessor(1)
	Year Ended December 31						Five Months Ended December 31, 2007			Seven Months Ended July 31, 2007
	2009			2008
	(in millions)
Statement of Operations Data:
Revenues	$	1,634.4		$	2,171.7		$	1,086.1		$	1,455.5
Cost of sales		1,536.8			1,991.3			970.5			1,325.9
Selling, general and administrative expenses		118.3			138.6			57.0			77.3
Operating income/(loss)		(36.9	)		34.0			55.5			30.0
Interest expense, net.		56.9			60.2			34.0			65.5
Net income/ (loss) attributable to Tower Automotive, LLC		(67.9	)		(52.3	)		15.2			(106.0	)(2)
	Successor									Predecessor
	Year Ended December 31						Five Months Ended December 31, 2007			Seven Months Ended July 31, 2007
	2009			2008
	(in millions)
Cash Flow Data:
Net cash provided by (used in)
Operating activities	$	48.9		$	200.6		$	118.2		$	18.3
Investing activities		(86.0	)		(126.8	)		(676.3	)		(53.4	)
Financing activities		50.8			(32.3	)		651.4			53.0
	As of December 31, 2009
	Actual			As Adjusted (Unaudited)
	(in millions)
Balance Sheet Data:
Cash and cash equivalents	$	149.8
Total assets		1,334.4
Net debt(3)		519.7
Redeemable preferred units(4)		170.9			—
Total members’/stockholders’ equity (deficit)		(147.2	)

	Successor									Predecessor
	Year Ended December 31						Five Months Ended December 31, 2007			Seven Months Ended July 31, 2007
	2009			2008
	(in millions)
Other Financial Data:
Adjusted EBITDA(5)	$	125.0		$	212.9		$	123.6		$	144.6
Adjusted EBITDA margin(6)		7.6	%		9.8	%		11.4	%		9.9	%
Capital expenditures(7)	$	78.9		$	129.1	(8)	$	39.4		$	38.5

(1) For information regarding our acquisition of the Predecessor’s business in 2007, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Bases of Presentation—2007 Acquisition.”

(2) Represents amounts attributable to the Predecessor.

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(3) Represents total debt less cash and cash equivalents. Total debt consists of short-term and long-term debt, current portion of long-term debt and capital lease obligations. We regard net debt as a useful measure of our outstanding debt obligations. Our use of the term cash on hand should not be understood to mean that we will use any cash on hand to repay debt. Net debt is calculated as follows:

	As of December 31, 2009
	Actual			As Adjusted (Unaudited)
	(in millions)
Total debt	$	669.5
Cash and cash equivalents		(149.8	)
Net debt	$	519.7

(4) Represents preferred equity interests in Tower Automotive, LLC. Pursuant to the Corporate Conversion, these interests will be contributed to Tower International Holdings, LLC prior to the closing of this offering and thus will not represent obligations of Tower International, Inc.

(5) Adjusted EBITDA is included in this prospectus, and in note 16 to our consolidated financial statements, because it is one of the principal factors upon which our management assesses operating performance. Our Chief Executive Officer measures the operating performance of our segments on the basis of Adjusted EBITDA. In addition to adjusting net income/(loss) to exclude interest expense, income taxes, depreciation and amortization, Adjusted EBITDA also adjusts net income/(loss) by excluding items or expenses as set forth below. Adjusted EBITDA is not a measure of operating performance defined in accordance with generally accepted accounting principles, or GAAP. However, our management believes that Adjusted EBITDA is useful to investors in evaluating our performance because it is a commonly used financial metric for measuring and comparing the operating performance of companies in our industry. We believe that the disclosure of Adjusted EBITDA offers an additional financial metric that, when coupled with our GAAP results and the reconciliation to our GAAP results presented below, provides a more complete understanding of our results of operations and the factors and trends affecting our business.

Adjusted EBITDA should not be considered as an alternative to net income/(loss) as an indicator of our operating performance, as an alternative to net cash provided by operating activities as a measure of liquidity, or as an alternative to any other measure prescribed by GAAP. The primary limitations associated with the use of Adjusted EBITDA as compared to GAAP results are (i) other companies in our industry may define EBITDA differently than we define Adjusted EBITDA and, as a result, our references to Adjusted EBITDA may not be comparable to similarly titled measures used by other companies in our industry and (ii) it excludes financial information that some may consider important in evaluating our operating performance. We compensate for these limitations by providing the following disclosure of the differences between Adjusted EBITDA and GAAP results, including providing a reconciliation of Adjusted EBITDA to GAAP results, to enable investors to perform their own analysis of our operating results.

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Adjusted EBITDA is calculated as follows:

	Successor									Predecessor
	Year Ended December 31						Five Months Ended December 31, 2007			Seven Months Ended July 31, 2007
	2009			2008
	(in millions)
Net income / (loss) attributable to Tower Automotive, LLC	$	(67.9	)	$	(52.3	)	$	15.2		$	(106.0	)
Adjustments:
Depreciation and amortization	$	147.7		$	170.3		$	61.3		$	90.5
Interest expense, net		56.9			60.2			34.0			65.5
Restructuring(a)		13.4			4.8			1.8			22.4
Provision for income taxes		(1.1	)		19.5			10.4			15.0
Chapter 11 and related reorganization items(b)		—			—			—			62.2
Other (income) / loss, net(c)		(33.7	)		—			—			—
Non-controlling interest(d)		8.9			6.6			3.0			5.4
Equity in joint ventures(e)		—			—			(7.1	)		(12.4	)
Receivable factoring charges(f)		0.8			0.7			1.6			1.7
Other adjustments(g)		—			3.1			3.4			0.3
Total adjustments	$	192.9		$	265.2		$	108.4		$	250.6
Adjusted EBITDA	$	125.0		$	212.9		$	123.6		$	144.6

(a) Represents costs associated with facilities closures or permanent layoffs, including (i) closure and other exit costs and (ii) termination and severance payments.

(b) Primarily represents professional fees and other costs associated with the Predecessor’s bankruptcy proceedings.

(c) Represents gains associated with a reduction in our synthetic letter of credit facility and then a repurchase and retirement of a portion of our first lien term loan.

(d) Represents the net income attributable to non-controlling partners in entities that we consolidate in our financial results, given the controlling nature of our interests in these entities.

(e) Represents our portion of the net income of our non-controlled joint venture with Metalsa S.A. de C.V., or Metalsa, which we sold in December 2007.

(f) Represents the discounts taken by our customers when making payments on our accounts receivable before the normal payment terms would require payment. We have excluded these amounts from Adjusted EBITDA because they represent a form of finance charge and finance charges have otherwise been excluded in calculating Adjusted EBITDA.

(g) Other adjustments consist of one-time costs associated with discontinued operations for the period ended July 31, 2007; one-time costs associated with the acquisition of the assets of the Predecessor for the period ended December 31, 2007; and one-time costs associated with due diligence on a potential acquisition for the period ended December 31, 2008.

(6) Represents Adjusted EBITDA divided by revenues.

(7) Capital expenditures do not equal cash disbursed for purchases of property, plant, and equipment as presented in our consolidated statement of cash flows, and as shown in note 16 to our consolidated financial statements, include amounts paid and accrued during the periods presented.

(8) Includes $30.6 million of lease buyout payments that we paid in 2008 to terminate certain equipment leases in Europe and North America. Our Adjusted EBITDA improved by approximately $14.6 million per year as a result of these lease termination payments.

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RISK FACTORS

An investment in our common stock is subject to a number of risks. You should carefully consider the risks described below together with all the other information contained in this prospectus before deciding whether to purchase our common stock. If any of the following risks occurs, our business, financial condition, prospects and results of operations could be harmed. In such an event, the trading price of our common stock could decline and you may lose part or all of your investment.

Risk Factors Relating to Our Industry and Our Business

The recent deterioration in the global economy, the global credit markets and the financial services industry has severely and negatively affected demand for automobiles and automobile parts and our business, financial condition, results of operations and cash flows.

Demand for and pricing of our products are subject to economic conditions and other factors present in the various domestic and international markets where our products are sold. The level of demand for our products depends primarily upon the level of consumer demand for new vehicles that are manufactured with our products. The level of new vehicle purchases is cyclical, affected by such factors as general economic conditions, interest rates, consumer confidence, consumer preferences, patterns of consumer spending, fuel costs and the automobile replacement cycle.

The global economic crisis that has existed for at least the last two years and continues to exist has resulted in delayed and reduced purchases of durable consumer goods, such as automobiles. As a result, our OEM customers have significantly reduced their production. According to CSM Worldwide^®, vehicle production during 2009 decreased by 32% and 43% in North America and by 20% and 24% in Europe, as compared to 2008 and 2007, respectively. These unprecedented conditions have had a severe and negative impact on our business, financial condition, results of operations and cash flows.

Further deterioration in the United States and world economies could exacerbate the difficulties experienced by our customers and suppliers in obtaining financing, which, in turn, could materially and adversely impact our business, financial condition, results of operations and cash flows.

Lending institutions have suffered and may continue to suffer losses due to their lending and other financial relationships, especially because of the general weakening of the global economy and the increased financial instability of many borrowers. Longer-term disruptions in the credit markets could further adversely affect our customers by making it increasingly difficult for them to obtain financing for their businesses and for their customers to obtain financing for automobile purchases. Our OEM customers typically require significant financing for their respective businesses. In addition, our OEM customers typically have related finance companies that provide financing to their dealers and customers. These finance companies have historically been active participants in the securitization markets, which have experienced severe disruptions during the global economic crisis. Our suppliers, as well as the other suppliers to our customers, may face similar difficulties in obtaining financing for their businesses. If capital is not available to our customers and suppliers, or if its cost is prohibitively high, their businesses would be negatively impacted, which could result in their restructuring or even reorganization/liquidation under applicable bankruptcy laws. Any such negative impact, in turn, could materially and negatively affect our company either through the loss of revenues to any of our customers so affected, or due to our inability to meet our commitments without excess expense resulting from disruptions in supply caused by the suppliers so affected.

A number of automobile manufacturers are, and over the last several years have been, facing severe financial difficulties. Many automobile manufacturers have undertaken significant restructuring actions in an effort to improve profitability and remain solvent. The current weaknesses in the capital markets combined with

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a slowdown in global automotive demand have increased the pressure on our customers and their cash reserves. Automobile manufacturers are burdened with substantial structural and embedded costs, such as facility overhead, pension expenses and healthcare costs, that have caused some manufacturers, including GM and Chrysler, to seek government financing and, ultimately, file for bankruptcy protection. Due to the declining economic situation, the United States government granted General Motors and Chrysler government loans to assist them in obtaining the necessary capital to continue to operate. In spite of the government programs, Chrysler filed for bankruptcy on April 30, 2009 and GM filed for bankruptcy on June 1, 2009. Chrysler and GM emerged from bankruptcy on June 10, 2009 and July 10, 2009, respectively. Other automakers are likewise experiencing difficulties from a weakened economy, tightening credit and reduced demand for their products. For example, certain automakers have sought and been granted government assistance in countries such as Germany, Sweden, Brazil, France, Britain, Portugal, Spain, and Canada in an attempt to sustain viability. We may be adversely affected by either a bankruptcy filing or merger or sale of an OEM. We cannot assure you that governmental responses to these disruptions will restore consumer confidence or improve the liquidity of the financial markets.

Given the significant decline in global automotive demand, many automotive suppliers have experienced a significant drop in their cash flow, which has caused certain of such companies to breach some of their debt covenants. Due to the tight credit market, there can be no assurance that these companies will be able to amend their debt covenants on commercially reasonable terms. This, in turn, may cause significant supply issues that could materially and adversely affect us.

Financial difficulties experienced by any major customer could have a material adverse impact on us if such customer were unable to pay for the products we provide or we experienced a loss of, or material reduction in, business from such customer. As a result of such difficulties, we could experience lost revenues, significant write-offs of accounts receivable, significant impairment charges or additional restructurings beyond the steps we have taken to date.

The automobile industry is highly cyclical and cyclical downturns in our domestic or international business segments negatively impact our business, financial condition, results of operations and cash flows.

The volume of automotive production in North America, Europe and the rest of the world has fluctuated, sometimes significantly from year-to-year, and such fluctuations give rise to fluctuations in demand for our products. Because we have significant fixed production costs, relatively modest declines in our customers’ production levels can have a significant adverse impact on our results of operations. Our results of operations have been negatively impacted over the last several years in part due to declines in North American production levels from prior periods. According to CSM Worldwide^®, vehicle production during 2009 decreased by 32% and 43% in North America and by 20% and 24% in Europe as compared to 2008 and 2007, respectively.

The highly cyclical nature of the automotive industry presents a risk that is outside our control and that cannot be accurately predicted. For example, many believe that the current global economic crisis will continue throughout 2010 and we cannot assure you that we will be able to maintain or improve our results of operations in a stagnant or diminishing economic environment. Moreover, a number of factors that we cannot predict can and have impacted cyclicality in the past. Further decreases in demand for automobiles generally, or in the demand for our products in particular, could materially and adversely impact our business, financial condition, results of operations and cash flows.

Product recalls by OEMs could negatively impact their production levels and therefore have a material adverse impact on our business, financial condition, results of operations and cash flows.

There have recently been significant product recalls by some of the world’s largest automobile manufacturers. Toyota, for example, has engaged in a recall of some of its most popular models. Recalls may result in decreased production levels due to (i) an OEM focusing its efforts on addressing the problems underlying the recall, as opposed to generating new sales volume, and (ii) consumers’ electing not to purchase

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automobiles manufactured by the OEM initiating the recall, or by OEMs in general, while such recalls persist. Any reductions in OEM production volumes, especially those OEMs that are our existing customers, could have a material adverse impact on our business, financial condition, results of operations and cash flows.

Product liability claims could cause us to incur losses and damage our reputation.

Many of our products are critical to the structural integrity of a vehicle. As such, we face an inherent business risk of exposure to product liability claims in the event of the failure of our products to perform to specifications, or if our products are alleged to result in property damage, bodily injury or death. In addition, if any of our products are, or are alleged to be, defective, we may be required to participate in a recall involving those products. We are generally required under our customer contracts to indemnify our customers for product liability claims in respect of our products. In addition, we do not have insurance covering product recalls. Accordingly, we may be materially and adversely impacted by product liability claims.

The decreasing number of automotive parts customers could make it more difficult for us to compete favorably.

Our business, financial condition, results of operations and cash flows could be materially and adversely affected because the OEM customer base is consolidating. As a result, we are competing for business from fewer customers. Due to the cost focus of these major customers, we have been, and expect to continue to be, requested to reduce prices as part of our initial business quotations and over the life of contracts we have been awarded. We cannot be certain that we will be able to generate cost savings and operational improvements in the future that are sufficient to offset price reductions requested by customers and to make us profitable and position us to win additional business.

The decreasing number of automotive parts suppliers could make it more difficult for us to compete favorably.

Consolidation and bankruptcies among automotive parts suppliers are resulting in fewer and larger competitors who benefit from purchasing and distribution economies of scale. If we cannot compete favorably in the future with these larger suppliers, our business, financial condition, results of operations and cash flows could be adversely affected due to a reduction of, or inability to increase, revenues.

We may have difficulty competing favorably in the highly competitive automotive parts industry.

The automotive parts industry is highly competitive. Although the overall number of competitors has decreased due to ongoing industry consolidation, we face significant competition within each of our major product areas, including from new competitors entering the markets that we serve, and from OEMs seeking to integrate vertically. The principal competitive factors include price, quality, global presence, service, product performance, design and engineering capabilities, new product innovation and timely delivery. We cannot assure you that we will be able to continue to compete favorably in these competitive markets or that increased competition will not have a material adverse effect on our business by reducing our ability to increase or maintain sales and profit margins. A number of our major OEM customers manufacture products which compete with our products. Our OEM customers tend to outsource less when they have idle capacity.

We principally compete for new business at the beginning of the development of new models and upon the redesign of existing models by major OEM customers. New model development generally begins three-to-five years prior to the marketing of such models to the public. Redesign of existing models begins during the life cycle of a platform, usually at least two-to-three years before the end of the platform’s life cycle. The failure to obtain new business on new models or to retain or increase business on redesigned existing models, could adversely affect our business, financial condition, results of operations, and cash flows. In addition, as a result of the relatively long lead times required for many of our structural components, it may be difficult in the short term for us to obtain new revenues to replace any unexpected decline in the sale of existing products.

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The inability for us, our customers and/or our suppliers to obtain and maintain sufficient debt financing, including working capital lines, and credit insurance may adversely affect our, our customers’ and our suppliers’ liquidity and financial condition.

Our working capital requirements can vary significantly, depending in part on the level, variability and timing of our customers’ worldwide vehicle production and the payment terms with our customers and suppliers. Our liquidity could also be adversely impacted if our suppliers were to suspend normal trade credit terms and require payment in advance or payment on delivery. If our available cash flows from operations are not sufficient to fund our ongoing cash needs, we would be required to look to our cash balances and availability for borrowings under our credit facilities to satisfy those needs, as well as potential sources of additional capital, which may not be available on satisfactory terms and in adequate amounts, if at all.

The current capital markets have made it difficult for companies, including ours, to raise and maintain the liquidity necessary to operate. While we believe that we have sufficient liquidity to operate, there can be no assurance that we, our customers and our suppliers will continue to have such ability. This may increase the risk that we cannot produce our products or will have to pay higher prices for our inputs. These higher prices may not be recovered in our selling prices.

Our suppliers often seek to obtain credit insurance based on the strength of the financial condition of our subsidiary with the payment obligation, which may be less robust than our consolidated financial condition. If we were to experience liquidity issues, our suppliers may not be able to obtain credit insurance and in turn would likely not be able to offer us payment terms that we have historically received. Our failure to receive such terms from our suppliers could have a material adverse effect on our liquidity.

We may incur material costs related to product warranties and other legal proceedings, which could have a material adverse impact on our business, financial condition, results of operations and cash flows.

If our warranty expense estimates differ materially from our actual claims, or if we are unable to estimate future warranty expense for new products, our business and financial results could be harmed. Currently, we have limited exposure to warranty claims with our present products and historically we have incurred limited expense in relation to warranty claims; however, as we transition to new products in the future, including within our solar business, we may incur substantial warranty expense related to these products.

From time to time, we are involved in legal proceedings, claims or investigations that are incidental to the conduct of our business. Some of these proceedings allege damages against us relating to environmental liabilities, personal injury claims, taxes, employment matters or commercial or contractual disputes.

We cannot assure you that the costs, charges and liabilities associated with these matters will not be material, or that those costs, charges and liabilities will not exceed any amounts reserved for them in our consolidated financial statements. In future periods, we could be subject to cash costs or non-cash charges to earnings if any of these matters is resolved unfavorably to us.

We are dependent on large customers for current and future revenues. The loss of any of these customers or the loss of market share by these customers could have a material adverse impact on us.

We depend on major vehicle manufacturers for our revenues. For example, during 2009, Volkswagen, Fiat and Ford accounted for 17%, 13% and 13% of our revenues, respectively. The loss of all or a substantial portion of our sales to any of our large-volume customers could have a material adverse effect on our business, financial condition, results of operations and cash flows by reducing cash flows and by limiting our ability to spread our fixed costs over a larger revenue base. We may make fewer sales to these customers for a variety of reasons, including, but not limited to:

• loss of awarded business;

• reduced or delayed customer requirements;

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• OEMs’ insourcing business they have traditionally outsourced to us;

• strikes or other work stoppages affecting production by our customers; or

• reduced demand for our customers’ products.

See “—Further deterioration in the United States and world economies could exacerbate the difficulties experienced by our customers and suppliers in obtaining financing, which, in turn, could materially and adversely impact our business, financial condition, results of operations and cash flows.”

In addition, Ford recently announced the potential sale of Volvo Car Corporation to Geely, a privately-owned Chinese OEM. At this stage, we do not know whether and when that transaction will be consummated. If the sale is consummated, the change in ownership may adversely impact our ability to win new business from Volvo. If the sale is not consummated, we cannot predict how Volvo will be operated in the future.

The loss of key customer platforms could materially and adversely affect our business.

Our typical sales contract with a customer provides for supplying that customer’s requirements for a particular platform, rather than manufacturing a specific quantity of components. Our revenues contracts generally run for the life of the platform, usually three to ten years, and do not require the purchase by our customers of any minimum number of components. The loss or significant reduction in demand for vehicles for which we produce components could have a material adverse effect on our existing and future revenues and net income. The loss of one or more significant platforms, or a significant decrease in purchases from us in respect of such platforms, could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We may be unable to realize revenues represented by our awarded business, which could materially and adversely impact our business, financial condition, results of operations and cash flows.

The realization of future revenues from awarded business is inherently subject to a number of important risks and uncertainties, including the number of vehicles that our customers will actually produce, the timing of that production and the mix of options that our customers may choose. Prior to 2008, substantially all of our North American customers had slowed or maintained at relatively flat levels new vehicle production for several years. More recently, new vehicle production has decreased dramatically as a result of the global economic crisis. In addition, we have agreed with our customers, that during the course of our awarded business, and as sales volume increases, that we will lower the per unit cost of our products, and such savings will, in part, be passed on to our customers. Accordingly, we cannot assure you that we will realize any or all of the future revenues represented by our awarded business. Any failure to realize these revenues could have a material adverse effect on our business, financial condition, results of operations and cash flows.

In addition to not having a commitment from our customers regarding the minimum number of products they must purchase from us if we obtain awarded business, typically the terms and conditions of the agreements with our customers provide that they have the contractual right to unilaterally terminate our contracts with them with no notice or limited notice. If such contracts are terminated by our customers, our ability to obtain compensation from our customers for such termination is generally limited to the direct out-of-pocket costs that we incurred for raw materials and work-in-progress and in certain instances undepreciated capital expenditures.

We base a substantial part of our planning on the anticipated lifetime revenues of particular products. We calculate the lifetime revenues of a product by multiplying our expected price for a product by forecasted production volume during the length of time we expect the related vehicle to be in production. We use a third-party forecasting service, CSM Worldwide^®, to provide long-term forecasts which allows us to determine how long a vehicle is expected to be in production. Lifetime revenues associated with a particular platform are not guaranteed and are not equivalent to backlog. If we over-estimate the production units or if a customer reduces

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its level of anticipated purchases of a particular platform as a result of reduced demand, our actual revenues for that platform may be substantially less than the lifetime revenues we had anticipated for that platform. See “—Our ability to recognize revenues from our agreement with Stirling Energy Systems, or SES, is subject to several risks, any one of which could materially and adversely impact our business, financial condition, results of operations and cash flows.”

Typically, it takes two to five years from the time a manufacturer awards a program until the program is launched and production begins. In many cases, we must commit substantial resources in preparation for production under awarded customer business well in advance of the customer’s production start date. Although we have been successful in recovering these costs under appropriate circumstances in the past, we cannot assure you that our results of operations will not be materially adversely impacted in the future if we are unable to recover these types of pre-production costs related to our customers’ cancellation of awarded business.

Shifts in demand away from light trucks and sport utility vehicles could materially and adversely impact our business, financial condition, results of operations and cash flows.

In our North American operations, we are heavily dependent on SUVs and pickup trucks, which accounted for approximately 61% of North American revenues in 2009. As fuel prices increased significantly during the first half of 2008, consumers began to shift their purchases from these types of vehicles to cross-over utility vehicles, or CUVs, and passenger cars. CUVs are vehicles built on car platforms but that have many features similar to a traditional SUV. While gas prices have moderated, there has not been a substantial shift back to SUVs and pickup trucks. These trends could adversely affect our North American operations as the product life cycles are long and it will take time to diversify the North American portfolio.

Our joint venture partners may have interests that are not consistent with those of the joint venture, thereby resulting in our joint venture failing to achieve the results we desire.

We have two joint ventures in China. In both instances, our joint venture partner is also affiliated with the largest customer of the joint venture. As such, these partners may negotiate on behalf of customers of the joint venture for sales terms that are not in the best interest of the joint venture. More specifically, when acting on behalf of a customer, our joint venture partners effectively receive 100% of the benefits of revenues terms, but when acting as a joint venture partner we must share with them any benefits received by the joint venture. This may create a misalignment of incentives between us and our joint venture partners that could have a material adverse impact on our business.

Our ability to recognize revenues from our agreement with Stirling Energy Systems, or SES, is subject to several risks, any one of which could materially and adversely impact our business, financial condition, results of operations and cash flows.

There are several risks directly associated with our solar agreement with SES. SES must secure significant financing in order to be in a position to purchase the products we have agreed to manufacture. There can be no assurances that financing will be made available to SES. In order for us to produce large stamped mirror-facet panels and welded support structures for SES, we must equip a facility for production that we will lease in Arizona. We may not be able to recover the costs we incur in establishing this facility if the contractual arrangement with SES is not a long-term success.

Based on a number of assumptions and subject to significant uncertainties and contingencies, including non-binding and uncertain volume estimates and pricing targets, we expect the SES contract to produce approximately $             million in revenues over the five-year term of the agreement. There is no guarantee that the SES agreement will produce such revenues. SES is not required to purchase a minimum number of mirror-facet components and welded support structures from us. The revenues that we obtain from our solar agreement

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are entirely dependent on the sales that SES achieves for its products. Additionally, SES has the right to terminate the agreement with us if, among other reasons, the products we sell to SES are persistently and verifiably uncompetitive with the products sold by another company at similar volumes and with similar capital investment requirements. Under no circumstances should our revenue estimate be regarded as a representation or prediction that we will achieve or are likely to achieve any particular results. Additionally, we do not have prior experience manufacturing components for the solar industry and therefore cannot assure you that we will be able to produce solar components in mass volume or that our margins associated with solar revenues will be comparable to our margins in our automotive business.

We have agreed to provide a 3-year warranty on the products that we sell to SES. We will warrant to SES that, among other things, our products are free from defects, conform to specifications and have been manufactured in compliance with all applicable laws. Should the products we sell to SES be found to be defective or otherwise violate our warranties to SES, we could face significant expenses to comply with our SES warranty obligations.

The termination of, or damage to, one or more of our relationships with key third-party suppliers could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We obtain raw materials and components, including some of our steel, from third-party suppliers. Any delay in receiving supplies could impair our ability to deliver products to our customers and, accordingly, could have a material adverse effect on our business, financial condition, results of operations and cash flows. Some of our suppliers are the sole source for a particular supply item. Loss of or damage to our relationships with these suppliers could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Various factors could result in the termination of our relationship with any supplier or the inability of suppliers to continue to meet our requirements on favorable terms. For example, the volatility in the financial markets and uncertainty in the automotive sector could result in exposure related to the financial viability of certain of our key third-party suppliers. Severe financial difficulties at any of our major suppliers could have a material adverse effect on us if we were unable to obtain, on a timely basis, on similar economic terms, the quantity and quality of components and raw materials we require to produce our products. In response to financial pressures, suppliers may also exit certain business lines, or change the terms on which they are willing to provide raw material and components to us.

Disruptions in the automotive supply chain could have a material adverse effect on our business, financial condition, results of operations and cash flows.

The automotive supply chain has been faced with severe cash flow problems as a result of the significantly lower production of vehicles, increases in certain raw material, commodity and energy costs and restricted access to additional liquidity. Several automotive suppliers have filed for bankruptcy protection or ceased operations. Severe financial difficulties, including bankruptcy, of any automotive supplier could have a significant disruptive effect on the entire automotive industry, leading to, among other things, supply chain disruptions and labor unrest. For example, if a parts supplier were to cease operations, it could force the automotive manufacturers to whom the supplier provides parts to shut down their operations. This, in turn, could force other suppliers, including us, to shut down production at plants that are producing products for these automotive manufacturers.

The volatility of steel prices may adversely affect our results of operations.

We utilize steel and various purchased steel products in virtually all of our products. We refer to the “net steel impact” as the combination of the change in steel prices that are reflected in customer pricing, the change in

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the cost to procure steel from the mills, and the change in our recovery of scrap steel, which we refer to as offal. While we strive to achieve a neutral net steel impact over time, we are not always successful in achieving that goal. Changes in steel prices may affect our liquidity because of the time difference between our payment for our steel and our collection of cash from our customers. We tend to pay for replacement materials, which are more expensive when steel prices are rising, over a much shorter period. As a result, rising steel prices may cause us to draw greater than anticipated amounts from our credit lines to cover the cash flow cycle from our steel purchases to cash collection for related accounts receivable. This cash requirement for working capital is higher in periods when we are increasing our inventory quantities.

A by-product of our production process is the generation of offal. We typically sell offal in secondary markets, which are similar to the steel markets. We generally share our recoveries from sales of offal with our customers either through scrap sharing agreements, in cases where we are on resale programs, or in the product pricing that is negotiated regarding increases and decreases in the steel price in cases where we purchase steel directly from the mills. In either situation, we may be impacted by the fluctuation in scrap steel prices, either positive or negative, in relation to our various customer agreements. Since scrap steel prices generally increase and decrease as steel prices increase and decrease, our sale of offal may mitigate the severity of steel price increases and limit the benefits we achieve through steel price declines. Any dislocation in offal and steel prices could negatively affect our business, financial condition, results of operations and cash flows.

The seasonality we experience in our business may negatively impact our quarterly revenues.

Our business is seasonal. Our customers in Europe typically shut down vehicle production during portions of July or August and during one week in our fourth quarter. Our North American customers typically shut down vehicle production for approximately two weeks during July and for one week during December. Such seasonality may adversely affect our revenues during the third and fourth quarters of our fiscal year.

We have significant operating lease obligations and our failure to meet those obligations could adversely affect our business, financial condition, results of operations and cash flows.

We lease many of our manufacturing facilities and certain capital equipment. Our lease expense under these operating leases was $24.1 million for the year ended December 31, 2009. A failure to pay our lease obligations would constitute a default allowing the applicable landlord or lessor to pursue remedies available to it under our leases and applicable law, which could include taking possession of property that we utilize in our business and, in the case of facilities leases, evicting us. In addition, we are party to two master leases with entities affiliated with a single commercial real estate company that cover a number of our leased properties. These master leases require us to continue to perform under the leases with respect to certain properties that we are no longer using. Such obligations negatively impact our results of operations.

We may incur material costs related to plant closings, which could have a material adverse impact on our business, financial condition, results of operations and cash flows.

If we must close additional manufacturing locations because of loss of business or consolidation of manufacturing facilities, the employee severance, asset retirement and other costs to close these facilities may be significant. In certain locations that are subject to leases, we may continue to incur material costs consistent with the initial lease terms. Due to the current state of the global economy, there is no assurance that additional plants will not have to be closed. We continually attempt to align production capacity with demand, which may result in additional closures. Historically, we have incurred significant costs related to the closure of our facilities and can provide no assurance that such costs will not be material in the future.

Our ability to operate effectively could be impaired if we are unable to recruit and retain key personnel.

Our success depends, in part, on the efforts of our executive officers and other key senior managers and colleagues. Our senior management team has reoriented our business towards anticipated future demand and

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potential alternative markets and has implemented significant productivity initiatives. The loss of members of our senior management team could jeopardize our ability to execute these business strategies and could adversely impact our efforts to improve our cost competitiveness. In addition, our future success will depend on, among other factors, our ability to continue to attract and retain qualified personnel. For example, we will also need to attract engineers with experience in non-automotive areas in order to continue our efforts in the solar industry and explore opportunities in other non-automotive industries. The loss of the services of our executive officers, senior managers or other key colleagues, or the failure to attract or retain qualified colleagues, could have a material adverse effect on our business, financial condition, results of operations and cash flows.

The hourly workforce in the automotive industry is highly unionized and our business could be adversely affected by labor disruptions.

As of December 31, 2009, we had approximately 7,400 employees, of whom approximately 5,000 were covered under collective bargaining agreements. If major work disruptions involving our employees were to occur, our business could be adversely affected by a variety of factors, including a loss of revenues, increased costs and reduced profitability. We cannot assure you that we will not experience a material labor disruption at one or more of our facilities in the future in the course of renegotiation of our labor arrangements or otherwise. In addition, substantially all of the hourly employees of North American vehicle manufacturers and many of their suppliers are represented by the United Automobile, Aerospace and Agricultural Implement Workers of America under collective bargaining agreements. Vehicle manufacturers and suppliers and their employees in other countries are also subject to labor agreements. A work stoppage or strike at our production facilities, at those of a significant customer, or at a significant supplier of ours, such as the 2008 strike at American Axle that resulted in 30 General Motors facilities in North America being idled for several months, could have a material adverse impact on us by disrupting demand for our products or our ability to manufacture our products. Also, we cannot assure you that the labor rate following a renegotiation of any of our current collective bargaining agreements will be beneficial to us.

We sponsor a defined benefit pension plan that is underfunded and will require substantial cash payments. Additionally, if the performance of the assets in our pension plan does not meet our expectations, or if other actuarial assumptions are modified, our required contributions may be higher than we expect.

We sponsor a defined benefit pension plan that is underfunded. Although the Predecessor ceased benefit accruals under the plan, we anticipate that the plan may require substantial cash payments in order to meet our funding obligations. These cash contributions may be significant in future periods and could adversely impact our cash flow.

Additionally, our earnings may be positively or negatively impacted by the amount of income or expense recorded for our pension plan. GAAP requires that income or expense for pension plans be calculated at the annual measurement date using actuarial assumptions and calculations. These calculations reflect certain assumptions, the most significant of which relate to the capital markets, interest rates and other economic conditions. Changes in key economic indicators can change these assumptions. These assumptions, along with the actual value of assets at the measurement date, will impact the calculation of pension expense for the year. Although GAAP expense and pension contributions are not directly related, the key economic indicators that affect GAAP expense also affect the amount of cash that we would contribute to our pension plan. As a result of current economic instability, the investment portfolio of the pension plan has experienced volatility and a decline in fair value. Because the values of these pension plan assets have fluctuated and will fluctuate in response to changing market conditions, the amount of gains or losses that will be recognized in subsequent periods, the impact on the funded status of the pension plan and the future minimum required contributions, if any, could have a material adverse effect on our business, financial condition, results of operations and cash flows, but such impact cannot be determined at this time.

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We are subject to environmental requirements and risks as a result of which we may incur significant costs, liabilities and obligations.

We are subject to a variety of environmental and pollution control laws, regulations and permits that govern, among other things, soil, surface water and groundwater contamination; the generation, storage, handling, use, disposal and transportation of hazardous materials; the emission and discharge of materials, including greenhouse gases, or GHGs, into the environment; and health and safety. If we fail to comply with these laws, regulations or permits, we could be fined or otherwise sanctioned by regulators or become subject to litigation. Environmental and pollution control laws, regulations and permits, and the enforcement thereof, change frequently, have tended to become more stringent over time and may necessitate substantial capital expenditures or operating costs.

Under certain environmental requirements, we could be responsible for costs relating to any contamination at our or a predecessor entity’s current or former owned or operated properties or third-party waste-disposal sites, even if we were not at fault. Soil and groundwater contamination is being addressed at certain of these locations. In addition to potentially significant investigation and cleanup costs, contamination can give rise to third-party claims for fines or penalties, natural resource damages, personal injury or property damage.

We cannot assure you that our costs, liabilities and obligations relating to environmental matters will not have a material adverse effect on our business, financial condition, results of operations and cash flows.

We may incur material costs related to the return or retirement of leased and owned assets, which could have a material adverse impact on our business, financial condition, results of operations and cash flows.

Facility leases generally require that the premises be returned to the owner or lessor in the original condition. Asset leases also may require the disassembly and removal of heavy equipment at the termination of the lease. Costs are incurred in connection with the removal of equipment and general cleanup resulting from past operations and/or equipment removal. In addition, environmental assessments, notifications to regulatory authorities and cancellation of permits may be required. Finally, costs associated with the removal and/or mitigation of asbestos-containing materials also may be incurred in connection with lease terminations, improvements to facilities or otherwise. We have established reserves for these asset retirement obligations based, in part, on past experiences at other facilities that we have operated. Although we believe our estimates of costs associated with asset retirement obligations are reasonable, future experience may require us to revise these estimates. We could be subject to material cash or non-cash charges to earnings if we are required to incur material additional costs based on our ongoing analyses of the asset retirement obligations at our properties.

We are subject to risks related to our international operations.

Our international operations include manufacturing facilities in China, South Korea, Brazil and Europe, and we sell our products in each of these areas. For the year ended December 31, 2009, approximately 71% of our revenues were derived from operations outside the United States. International operations are subject to various risks that could have a material adverse effect on those operations and our business as a whole, including:

• exposure to local economic conditions;

• exposure to local political conditions, including the risk of seizure of assets by a foreign government;

• exposure to local social unrest, including any resultant acts of war, terrorism or similar events;

• exposure to local public health issues and the resultant impact on economic and political conditions;

• foreign currency exchange rate fluctuations;

• hyperinflation in certain foreign countries;

• the risk of government-sponsored competition;

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• controls on the repatriation of cash, including the imposition or increase of withholding and other taxes on remittances and other payments by foreign subsidiaries; and

• export and import restrictions.

Foreign exchange rate fluctuations could cause a decline in our financial condition, results of operations and cash flows.

As a result of our international operations, we are subject to risk because we generate a significant portion of our revenues and incur a significant portion of our expenses in currencies other than the U.S. dollar. To the extent that we have significantly more costs than revenues generated in a foreign currency, we are subject to risk if the foreign currency in which our costs are paid appreciates against the currency in which we generate revenues because the appreciation effectively increases our cost in that country. The financial condition, results of operations and cash flows of some of our operating entities are reported in foreign currencies and then translated into U.S. dollars at the applicable foreign exchange rate for inclusion in our consolidated financial statements. As a result, appreciation of the U.S. dollar against these foreign currencies generally will have a negative impact on our reported sales and profits while depreciation of the U.S. dollar against these foreign currencies will generally have a positive effect on reported revenues and profits.

To the extent we are unable to match revenues received in foreign currencies with costs paid in the same currency, foreign exchange rate fluctuations in that currency could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We use a combination of natural hedging techniques and financial derivatives to protect against certain foreign currency exchange rate risks. Such hedging activities may be ineffective or may not offset more than a portion of the adverse financial impact resulting from foreign currency variations. Gains or losses associated with hedging activities also may negatively impact operating results.

Entering new markets, such as our entry into solar power, poses new competitive threats and commercial risks.

As we seek to expand into markets beyond vehicle structural components and assemblies, we expect to diversify our product revenues by leveraging our development, engineering and manufacturing capabilities in order to source necessary parts and components for other industries. Such diversification requires investments and resources that may not be available as needed. While we have signed a contract with a customer in the solar energy industry, we cannot guarantee that we will win additional solar energy or other contracts in new markets. Furthermore, even if we sign contracts in new markets, we cannot guarantee that we will be successful in leveraging our capabilities into these new markets and thus in meeting the needs of these new customers and competing favorably in these new markets. If these customers experience reduced demand for their products or financial difficulties, our future prospects will be negatively affected as well.

Any acquisitions we make could disrupt our business and materially harm our financial condition, results of operations and cash flows.

We may, from time to time, consider acquisitions of complementary companies, products or technologies. Acquisitions involve numerous risks, including difficulties in the assimilation of the acquired businesses, the diversion of our management’s attention from other business concerns, the assumption of unknown liabilities, undisclosed risks impacting the target and potential adverse effects on existing business relationships with current customers and suppliers. In addition, any acquisitions could involve the incurrence of substantial additional indebtedness or dilution to our stockholders. We cannot assure you that we will be able to successfully integrate any acquisitions that we undertake or that such acquisitions will perform as planned or prove to be beneficial to our operations and cash flow. Any such failure could seriously harm our financial condition, results of operations and cash flows.

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Our historical financial information is not comparable to our current financial condition, results of operations and cash flows because of our use of purchase accounting in connection with the purchase of assets from the bankruptcy estate of the Predecessor (which resulted in a new valuation for our assets and liabilities to their fair values).

It may be difficult for you to compare both our historical and future results to our results for the period before August 1, 2007. The acquisition of our assets from the Predecessor was accounted for utilizing purchase accounting, which resulted in a new valuation for our assets and liabilities to their fair values. This new basis of accounting began on August 1, 2007. In addition, we expect future acquisitions, if any, will also be accounted for using purchase accounting and, therefore, similar limitations regarding comparability of historical and subsequent results could arise.

The mix of profits and losses in various jurisdictions may have an impact on our overall tax rate, which in turn, may adversely affect our profitability.

Our overall effective tax rate is equal to our total tax expense as a percentage of our total operating profit or loss before tax. However, tax expenses and benefits are determined separately for each of our taxpaying entities or groups of entities that is consolidated for tax purposes in each jurisdiction. Losses in such jurisdictions may provide no current financial statement tax benefit. As a result, changes in the mix of projected profits and losses between jurisdictions, among other factors, could have a significant impact on our overall effective tax rate.

Negative or unexpected results from tax audits could adversely affect us.

We are currently subject to tax audits by governmental authorities in the United States and numerous non-United States jurisdictions. Because the results of tax audits are inherently uncertain, negative or unexpected results from one or more such tax audits could adversely affect us.

Proposed future United States federal income tax legislation could adversely impact our effective tax rate.

In May 2009, President Obama’s administration announced proposed future tax legislation that would if enacted into law substantially modify the rules governing the United States taxation of owners of certain non-United States subsidiaries. These potential changes include, but are not limited to: limitations on the deferral of United States taxation of foreign earnings; limitations on the ability to claim and utilize foreign tax credits; and deferral of various tax deductions until non-United States earnings are repatriated to the United States. Each of these proposals would be effective for taxable years beginning after December 31, 2010. Many details of the proposals remain unknown, although if any of these proposals are enacted into law they could adversely impact our effective tax rate.

The value of our deferred tax assets could become impaired, which could materially and adversely affect our operating results.

As of December 31, 2009, we had approximately $5.6 million in net deferred income tax assets. These deferred tax assets include net operating loss carryforwards that can be used to offset taxable income in future periods and reduce income taxes payable in those future periods. We periodically determine the probability of the realization of deferred tax assets, using significant judgments and estimates with respect to, among other things, historical operating results, expectations of future earnings and tax planning strategies. If we determine in the future that there is not sufficient positive evidence to support the valuation of these assets, due to the factors described above or other factors, we may be required to further adjust the valuation allowance to reduce our deferred tax assets. Such a reduction could result in material non-cash expenses in the period in which the valuation allowance is adjusted and could have a material adverse effect on our results of operations.

Our ability to utilize our net operating loss carryforwards may be limited and delayed. As of December 31, 2009, we had U.S. net operating loss carryforwards of approximately $148.5 million. Certain provisions of the

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United States tax code could limit our annual utilization of the net operating loss carryforwards. There can be no assurance that we will be able to utilize all of our net operating loss carryforwards and any subsequent net operating loss carryforwards in the future.

In addition, adverse changes in the underlying profitability and financial outlook of our operations in several foreign jurisdictions could lead to changes in our valuation allowances against deferred tax assets and other tax accruals that could adversely affect our financial results.

Further, subsequent to consummation of this offering, we may have an “ownership change” for purposes of Section 382 of the Internal Revenue Code if, under certain circumstances, our existing stockholders were to sell within a specified period a sufficient amount of our common stock that they then possess to cause an ownership change. If we do experience an ownership change, we may be further limited, pursuant to Section 382 of the Internal Revenue Code, in using our then-current net operating losses to offset taxable income for taxable periods (or portions thereof) beginning after such ownership change. Consequently, in the future we may be required to pay increased cash income taxes because of the Section 382 limitations on our ability to use our net operating loss carryforwards. Increased cash taxes would reduce our after-tax cash flow.

We have a material amount of goodwill, which, if it becomes impaired, would result in a reduction in our net income and stockholders’ equity.

Goodwill represents the amount by which the cost of an acquisition accounted for using the purchase method exceeds the fair value of the net assets acquired. GAAP requires that goodwill be periodically evaluated for impairment based on the fair value of the reporting unit. A significant percentage of our total assets represent goodwill primarily associated with the purchase of our assets from the Predecessor in 2007. Declines in our profitability or the value of comparable companies may impact the fair value of our reporting units, which could result in a write-down of goodwill and a reduction in net income.

As of December 31, 2009, we had approximately $70.6 million of goodwill on our consolidated balance sheet that could be subject to impairment. In addition, if we acquire new businesses in the future, we may recognize additional goodwill, which could be significant. We could also be required to recognize additional impairments in the future and such an impairment charge could have a material adverse effect on the financial position and results of operations in the period of recognition.

We may face risks relating to climate change that could have an adverse impact on our business.

GHG emissions have increasingly become the subject of substantial international, national, regional, state and local attention. GHG emission regulations have been promulgated in certain of the jurisdictions in which we operate, and additional GHG requirements are in various stages of development. For example, the United States Congress is considering legislation that would establish a nationwide cap-and-trade system for GHGs. In addition, the United States Environmental Protection Agency (EPA) has proposed regulating GHG emissions from mobile and stationary sources pursuant to the federal Clean Air Act. If enacted, such measures could require us to modify existing or obtain new permits, implement additional pollution control technology, curtail operations or increase our operating costs. In addition, our OEM customers may seek price reductions from us to account for their increased costs resulting from GHG regulations. Further, growing pressure to reduce GHG emissions from mobile sources could reduce automobile sales, thereby reducing demand for our products and ultimately our revenues. Thus, any additional regulation of GHG emissions, including through a cap-and-trade system, technology mandate, emissions tax, reporting requirement or other program, could adversely affect our business, results of operations, financial condition, reputation, product demand and liquidity.

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Risk Factors Relating to Our Indebtedness

We have a substantial amount of indebtedness, which could have a material adverse effect on our financial health and ability to obtain financing in the future and to react to changes in our business and which could adversely affect the price of our common stock.

We have substantial indebtedness for borrowed money. As of December 31, 2009, we had indebtedness for borrowed money (including capital leases) of $669.5 million in the aggregate with interest rates ranging from 2.0% to 18.9%. While we intend to use proceeds from this offering to repay indebtedness, we may incur additional indebtedness in the future. If new debt is added to our current debt levels, the related risks that we now face could intensify.

Our significant amount of debt could limit our ability to satisfy our obligations, limit our ability to operate our businesses and impair our competitive position. For example, it could:

• adversely affect our stock price;

• make it more difficult for us to satisfy our obligations under our financing documents;

• increase our vulnerability to adverse economic and general industry conditions, including interest rate fluctuations, because a portion of our borrowings are, and will continue to be, at variable rates of interest;

• require us to dedicate a substantial portion of our cash flow from operations to payments on our debt, which would reduce the availability of our cash flow from operations to fund working capital, capital expenditures or other general corporate purposes;

• limit our flexibility in planning for, or reacting to, changes in our business and industry;

• place us at a disadvantage compared to competitors that may have proportionately less debt;

• limit our ability to obtain additional debt or equity financing due to applicable financial and restrictive covenants in our credit agreements; and

• increase our cost of borrowing.

In addition, we cannot assure you that we will be able to refinance any of our debt or that we will be able to refinance our debt on commercially reasonable terms. As of December 31, 2009, $141.6 million of our indebtedness (including capital leases) had a maturity of one year or less. If we were unable to make payments or refinance our debt or obtain new financing under these circumstances, we would have to consider other options, such as:

• sales of assets;

• sales of equity; or

• negotiations with our agent or lenders to restructure the applicable debt.

Our debt instruments may restrict, or market or business conditions may limit, our ability to use some of our options.

In addition, under our credit agreements, a change in control may lead the lenders to exercise remedies such as acceleration of the loan, termination of their obligations to fund additional advances and collection against the collateral securing such loan.

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Certain of our debt is owned by our controlling stockholder, and in certain instances such as in the event of a default under the financing documents governing such debt, the interests of our controlling stockholder in its capacity as lender may be adverse to the interests of our stockholders.

As of December 31, 2009, Cerberus, our controlling stockholder, owned $403.9 million of our total indebtedness plus all $27.5 million of our letter of credit facility. Cerberus may have interests as a lender which differ from the interests of our stockholders. In the event that Cerberus seeks to exercise certain rights that it has pursuant to the financing documents governing our indebtedness, such actions could be adverse to the interests of our stockholders. In addition, our controlling stockholder may have an incentive to cause us to refinance such debt, even if the terms available in the market are not as attractive as the terms contained in our existing indebtedness.

Our debt instruments restrict our current and future operations.

The financing documents governing our indebtedness impose significant operating and financial restrictions on us. These restrictions limit our ability and the ability of our subsidiaries to, among other things:

• incur or guarantee additional debt, incur liens, or issue certain equity;

• declare or make distributions to our stockholders, repurchase equity or prepay certain debt;

• make loans and certain investments;

• make certain acquisitions of equity or assets;

• enter into certain transactions with affiliates;

• enter into mergers, acquisitions and other business combinations;

• consolidate, transfer, sell or otherwise dispose of certain assets;

• enter into sale and leaseback transactions;

• enter into restrictive agreements;

• make capital expenditures;

• change our fiscal year;

• amend or modify organizational documents; and

• engage in businesses other than the businesses we currently conduct.

In addition to the covenants listed above, certain of our financing documents require us, under certain circumstances, to comply with specified financial covenants. Any of these restrictions could limit our ability to plan for or react to market conditions or meet certain capital needs and could otherwise restrict corporate activities. We are also required under the terms of our first lien indebtedness to prepay certain portions of that indebtedness if we achieve specified levels of excess cash flow, as defined in the agreements governing that indebtedness.

Our ability to comply with these covenants may be affected by events beyond our control, and an adverse development affecting our business could require us to seek waivers or amendments of covenants or alternative or additional sources of financing. We cannot assure you that these waivers, amendments or alternative or additional financings could be obtained, or if obtained, would be on terms acceptable to us.

A breach of any of the covenants or restrictions contained in any of our existing or future financing agreements, including our inability to comply with the financial covenants in the financing documents referred to above, could result in an event of default under those financing documents. Any such event of default could

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permit the agent or lenders under our financing documents, if such documents so provide, to discontinue lending, to accelerate the related debt as well as any other debt to which a cross acceleration or cross default provision applies, and to declare all borrowings outstanding under our financing arrangements to be immediately due and payable. In addition, the agent or lenders could terminate any commitments they had made to supply us with further funds. If the agent or lenders require immediate repayments, we may not be able to repay them in full, which could lead to our bankruptcy.

Substantially all of our subsidiaries’ assets are pledged as collateral under secured financing arrangements.

As of December 31, 2009, there was $648.1 million of secured indebtedness outstanding under our financing arrangements. Substantially all of our subsidiaries’ assets are pledged as collateral for these borrowings. As of December 31, 2009, our secured financing arrangements permitted additional borrowings of up to a maximum of $108.6 million. Most of our subsidiaries are either primary obligors or guarantors under a secured financing arrangement. Substantially all of our subsidiaries’ assets are pledged as collateral for these guarantees. If we are unable to repay all secured borrowings when due, whether at maturity or if declared due and payable following a default, the agent or the lenders, as applicable, would have the right to proceed against the collateral pledged to secure the indebtedness and may sell the assets pledged as collateral in order to repay those borrowings, which could have a material adverse effect on our businesses, financial condition, results of operations and cash flows.

We operate as a holding company and depend on our subsidiaries for cash to satisfy the obligations of the holding company.

Tower International, Inc. is a holding company. Our subsidiaries conduct all of our operations and own substantially all of our assets. Our cash flow and our ability to meet our obligations depends on the cash flow of our subsidiaries. In addition, the payment of funds in the form of dividends, intercompany payments, tax sharing payments and other forms are in certain instances subject to restrictions under the terms of our subsidiaries’ financing arrangements.

Our variable rate indebtedness exposes us to interest rate risk, which could cause our debt costs to increase significantly.

Although we have entered into interest rate swaps to attempt to minimize certain interest rate risks, a significant portion of our borrowings are at variable rates of interest and expose us to interest rate risks. As of December 31, 2009, approximately 44% of our total debt was at variable interest rates when giving effect to interest rate swaps. Such swaps expire in August 2010. Based on amounts outstanding of our variable rate debt as of December 31, 2009, a 1% increase in the per annum interest rate for our variable rate debt would increase our interest expense by approximately $2.9 million annually.

Our ability to borrow under our revolving credit facility is subject to an annual appraisal of certain of our assets. Such appraisal could result in the reduction of available borrowings under this facility, thereby negatively impacting our liquidity.

The borrowings available under our revolving credit facility are subject to the calculation of a borrowing base, which is based upon the value of certain of our assets, including accounts receivable, inventory and property, plant and equipment, which we refer to as PP&E. The administrative agent for this facility causes to be performed an appraisal of the assets included in the calculation of the borrowing base either on an annual basis or, if our availability under the facility is less than $30,000,000 during any twelve month period, as frequently as on a semi-annual basis. In addition, if certain material defaults under the facility have occurred and are continuing, the administrative agent has the right to perform any such appraisal as often as it deems necessary in its sole discretion. During 2008 and 2009, the appraised value of our PP&E was less than the value of such assets used in the calculation of the borrowing base at the time of the previous appraisal, thereby reducing available

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borrowings under our revolving credit facility. If any such appraisal results in a significant reduction of the borrowing base, a portion of the outstanding indebtedness under the facility could become immediately due and payable.

Risk Factors Relating to Our Common Stock and This Offering

The price of our common stock may be volatile.

The price at which our common stock will trade after this offering may be volatile due to a number of factors, including:

• actual or anticipated fluctuations in our financial condition or annual or quarterly results of operations;

• changes in investors’ and financial analysts’ perception of the business risks and conditions of our business;

• changes in, or our failure to meet, earning estimates and other performance expectations of investors or financial analysts;

• unfavorable commentary or downgrades of our stock by equity research analysts;

• our success or failure in implementing our growth plans;

• changes in the market valuations of companies viewed as similar to us;

• changes or proposed changes in governmental regulations affecting our business;

• changes in key personnel;

• depth of the trading market in our common stock;

• failure of securities analysts to cover our common stock after this offering;

• termination of the lock-up agreement or other restrictions on the ability of our existing stockholders to sell shares after this offering;

• future sales of our common stock;

• the granting or exercise of employee stock options or other equity awards;

• increased competition;

• realization of any of the risks described elsewhere under “Risk Factors”; and

• general market and economic conditions.

In addition, equity markets have experienced significant price and volume fluctuations that have affected the market prices for the securities of newly public companies for a number of reasons, including reasons that may be unrelated to our business or operating performance. These broad market fluctuations may result in a material decline in the market price of our common stock and you may not be able to sell your shares at prices you deem acceptable. In the past, following periods of volatility in the equity markets, securities class action lawsuits have been instituted against public companies. Such litigation, if instituted against us, could result in substantial cost and the diversion of management attention.

The shares you purchase in this offering will experience immediate and substantial dilution.

The initial public offering price of our common stock will be substantially higher than the net tangible book value per share of our outstanding common stock. Assuming an initial public offering price of $            per share, representing the midpoint of the range on the cover page of this prospectus, purchasers of our common stock will effectively incur dilution of $            per share in the net tangible book value of their purchased shares.

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Conversely, the shares of our common stock owned by existing stockholders will receive a material increase in net tangible book value per share. You may experience additional dilution if we issue common stock in the future. As a result of this dilution, you may receive significantly less than the full purchase price you paid for the shares in the event of liquidation.

Upon consummating this offering, Tower International, Inc. will be a “controlled company” within the meaning of the              corporate governance standards and, as a result, will qualify for, and intends to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to these requirements.

Upon completion of this offering, Cerberus will continue to control a majority of our outstanding common stock. As a result, we will be a “controlled company” within the meaning of the             corporate governance standards. Under these standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including:

• the requirement that a majority of the board of directors consist of independent directors;

• the requirement that we have a nominating/corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

• the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

• the requirement for an annual performance evaluation of the nominating/corporate governance and compensation committees.

Following this offering, we intend to utilize these exemptions. As a result, we will not have a majority of independent directors nor will our nominating/corporate governance and compensation committees consist entirely of independent directors. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements. As described above, Cerberus also owns a substantial portion of our indebtedness.

The interests of our controlling stockholder in its capacity as a stockholder may be adverse to the interest of our other stockholders.

After this offering, our controlling stockholder will continue to be able to control the election of our directors, determine our corporate and management policies and determine, without the consent of our other stockholders, the outcome of any corporate transaction or other matter submitted to our stockholders for approval, including potential mergers or acquisitions, asset sales and other significant corporate transactions. Our controlling stockholder will also have sufficient voting power to amend our organizational documents.

We cannot assure you that the interests of our controlling stockholder will coincide with the interests of other holders of our common stock. Additionally, our controlling stockholder is in the business of making investments in companies and may, from time to time, acquire and hold interests in businesses that compete directly or indirectly with us. Our controlling stockholder may also pursue, for its own account, acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. So long as our controlling stockholder continues to own a significant amount of our common stock, it will continue to be able to strongly influence or effectively control our decisions, including director and officer appointments, potential mergers or acquisitions, asset sales and other significant corporate transactions.

For a description of our controlling stockholder’s interest as a lender to our company, see “— Certain of our debt is owned by our controlling stockholder, and in certain instances such as in the event of a default under the financing documents governing such debt, the interests of our controlling stockholder in its capacity as a lender may be adverse to the interests of our stockholders.”

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Shares eligible for future sale may cause the market price of our common stock to decline, even if our business is doing well.

Sales of substantial amounts of our common stock in the public market after this offering, or the perception that these sales may occur, could adversely affect the price of our common stock and could impair our ability to raise capital through the sale of additional equity securities. Upon completion of this offering, our certificate of incorporation will authorize us to issue             shares of common stock and we will have             shares of common stock outstanding. Of these outstanding shares, the              shares of common stock sold in this offering will be freely tradable, without restriction, in the public market unless purchased by our affiliates. The remaining              shares of common stock will be “restricted securities,” as that term is defined in Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), which will be freely tradable subject to applicable holding period, volume and other limitations under Rule 144 or Rule 701 of the Securities Act.

Upon completion of this offering, the restricted securities will be subject to a lock-up agreement with the underwriters, restricting the sale of such shares for 180 days after the date of this offering. This lock-up agreement is subject to a number of exceptions, however, and holders may be released from these agreements without prior notice at the discretion of both of Goldman, Sachs & Co. and Citigroup Global Markets Inc. Moreover, after expiration of the lock-up, holders of an aggregate of              shares of our common stock will have rights, subject to some conditions, to require us to file registration statements covering their shares or to include their shares in registration statements that we may file for ourselves or other stockholders. Once we register these shares, they can be freely sold in the public market upon issuance.

A trading market may not develop for our common stock, and you may not be able to sell your stock.

There is no established trading market for our common stock, and the market for our common stock may be highly volatile or may decline regardless of our operating performance. You may not be able to sell your shares at or above the initial public offering price.

Prior to this offering, you could not buy or sell our equity publicly. We intend to apply to have our common stock listed on the            . However, an active public market for our common stock may not develop or be sustained after this offering. If a market does not develop or is not sustained, it may be difficult for you to sell your shares of common stock at a price that is attractive to you, or at all.

The initial public offering price will be determined through negotiation between us and representatives of the underwriters, and may not be indicative of the market price for our common stock after this offering.

Reports published by securities or industry analysts, including projections in those reports that exceed our actual results, could adversely affect our common stock price and trading volume.

We currently expect that securities research analysts, including those affiliated with our underwriters, will establish and publish their own periodic projections for our business. These projections may vary widely from one another and may not accurately predict the results we actually achieve. Our stock price may decline if our actual results do not match securities research analysts’ projections. Similarly, if one or more of the analysts who writes reports on us downgrades our stock or publishes inaccurate or unfavorable research about our business, our stock price could decline. If one or more of these analysts ceases coverage of our company or fails to publish reports on us regularly, our stock price or trading volume could decline. While we expect securities research analyst coverage, if no securities or industry analysts commence coverage of our company, the trading price for our stock and the trading volume could be adversely affected.

We have never operated as a public company and the obligations incident to being a public company will require additional expenditures of both time and resources.

Although the Predecessor was a public company, we have never operated as a public company, and we expect that the obligations of being a public company, including substantial public reporting, auditing and

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investor relations obligations, will require significant additional expenditures, place additional demands on our management and require the hiring of additional personnel. These obligations will increase our operating expenses and could divert our management’s attention from our operations. The Sarbanes-Oxley Act of 2002 and the SEC rules and regulations implementing that Act, as well as various              rules, will require us to implement additional corporate governance practices and may require further changes. These rules and regulations will increase our legal and financial compliance costs, and make some activities more difficult, time-consuming and/or costly. We also expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance. We may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These rules and regulations could also make it more difficult for us to attract and retain qualified independent members of our board of directors and qualified members of our management team.

If we are unable to favorably assess the effectiveness of our internal control over financial reporting, or if our independent registered public accounting firm is not able to provide an unqualified attestation report on the effectiveness of our internal controls over financial reporting, our stock price could be materially adversely affected.

We will be required to certify to and report on, and our independent registered public accounting firm will be required to attest to, the effectiveness of our internal control over financial reporting on an annual basis, beginning with the second Annual Report on Form 10-K that we file with the SEC after completion of this offering. Following this offering, we expect to devote considerable resources, including management’s time and other internal resources, to a continuing effort to comply with regulatory requirements relating to internal controls, as we were not subject to the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 while we were a private company. If we cannot favorably assess the effectiveness of our internal control over financial reporting, or if our independent registered public accounting firm is unable to provide an unqualified attestation report on the effectiveness of our internal controls over financial reporting, investor confidence and, in turn, our stock price could be materially adversely affected.

We will have broad discretion over the use of the proceeds to us from this offering, and we may not use these funds in a manner of which you would approve or which would enhance the market price of our common stock.

We will have broad discretion to use the net proceeds from this offering, and you will be relying on the judgment of our board of directors and management regarding the use of these proceeds. Although we expect to use a substantial portion of the net proceeds from this offering to retire existing indebtedness, we have not allocated the balance of these net proceeds for specific purposes and cannot assure you that we will use these funds in a manner of which you would approve.

Provisions in our charter documents, certain agreements governing our indebtedness and under Delaware law could make an acquisition of us more difficult and may prevent attempts by our stockholders to replace or remove our current management, even if beneficial to our stockholders.

Provisions in our certificate of incorporation and our bylaws that are effective upon the closing of this offering may discourage, delay or prevent a merger, acquisition or other change in control of our company that stockholders may consider favorable, including transactions in which you might otherwise receive a premium for your shares. These provisions could also limit the price that investors might be willing to pay in the future for shares of our common stock, thereby depressing the market price of our common stock. In addition, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors. Among others, these provisions:

• establish a staggered board of directors such that not all members of the board are elected at one time;

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• upon such date that Cerberus, or any person who is an express assignee or designee of Cerberus’ rights under our certificate of incorporation and such assignee’s or designee’s affiliates ceases to own, in the aggregate, at least 50% of the outstanding shares of our common stock, which we refer to as the 50% Trigger Date, allow the authorized number of our directors to be changed only by the affirmative vote of two-thirds of our shares of common stock or by resolution of our board of directors;

• upon the 50% Trigger Date, limit the manner in which stockholders can remove directors from the board;

• upon such date that Cerberus, or any person who is an express assignee or designee of Cerberus’ rights under our certificate of incorporation and such assignee’s or designee’s affiliates ceases to own, in the aggregate, at least 33-1/3% of the outstanding shares of our common stock, which we refer to as the 33-1/3% Trigger Date, establish advance notice requirements for stockholder proposals that can be acted on at stockholder meetings and nominations to our board of directors;

• upon the 33-1/3% Trigger Date, require that stockholder actions must be effected at a duly called stockholder meeting and prohibit actions by our stockholders by written consent;

• limit who may call stockholder meetings;

• require any stockholder, or group of stockholders acting in concert, who seeks to transact business at a meeting or nominate directors for election to submit a list of derivative interests in our company’s securities, including any short interests and synthetic equity interests held by such proposing stockholder;

• require any stockholder, or group of stockholders acting in concert, who seeks to nominate directors for election to submit a list of “related party transactions” with the proposed nominee(s); and

• authorize our board of directors to issue preferred stock without stockholder approval, which could work to dilute the stock ownership of a potential hostile acquirer, effectively preventing acquisitions that have not been approved by our board of directors.

Our certificate of incorporation authorizes the board of directors to issue up to            shares of preferred stock. The preferred stock may be issued in one or more series, the terms of which may be determined by our board of directors at the time of issuance or fixed by resolution without further action by the stockholders. These terms may include voting rights, preferences as to dividends and liquidation, conversion rights, redemption rights, and sinking fund provisions. The issuance of preferred stock could diminish the rights of holders of our common stock, and therefore could reduce the value of our common stock. In addition, specific rights granted to holders of preferred stock could be used to restrict our ability to merge with, or sell assets to, a third party. The ability of our board of directors to issue preferred stock could delay, discourage, prevent or make it more difficult or costly to acquire or effect a change in control, thereby preserving the current stockholders’ control.

Moreover, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, or DGCL, which prohibits a person who owns in excess of 15% of our outstanding voting stock from merging or combining with us for a period of three years after the date of the transaction in which the person acquired in excess of 15% of our outstanding voting stock, unless the merger or combination is approved in a prescribed manner. The restrictions contained in Section 203 are not applicable to any of our existing stockholders that will own 15% or more of our outstanding voting stock upon the closing of this offering.

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We have no present intention to pay dividends and, even if we change that policy, we may be restricted from paying dividends on our common stock.

We do not intend to pay dividends for the foreseeable future. If we change that policy and commence paying dividends, we will not be obligated to continue those dividends and our stockholders will not be guaranteed, or have contractual or other rights, to receive dividends. If we commence paying dividends in the future, our board of directors may decide, in its discretion, at any time, to decrease the amount of dividends, otherwise modify or repeal the dividend policy or discontinue entirely the payment of dividends.

Our ability to pay dividends will be restricted by certain of the agreements governing our indebtedness, and may be restricted by agreements governing any of our future indebtedness. Furthermore, we are permitted under the terms of certain of the agreements governing our indebtedness to incur additional indebtedness (under certain circumstances) which in turn may severely restrict or prohibit the payment of dividends.

Under the DGCL, our board of directors may not authorize the payment of a dividend unless it is either paid out of our surplus, as calculated in accordance with the DGCL, or if we do not have a surplus, it is paid out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains statements which constitute forward-looking statements, including statements relating to trends in the operations and financial results and the business and the products of our company as well as other statements including words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend” and other similar expressions. Forward-looking statements are made based upon management’s current expectations and beliefs concerning future developments and their potential effects on us. Such forward-looking statements are not guarantees of future performance. The following important factors, and those important factors described elsewhere in this prospectus, including the matters set forth under the section entitled “Risk Factors,” could affect (and in some cases have affected) our actual results and could cause such results to differ materially from estimates or expectations reflected in such forward-looking statements:

Ÿ OEM automobile production volumes;

Ÿ the financial condition of the OEMs;

Ÿ our ability to make scheduled payments of principal or interest on our indebtedness;

Ÿ our ability to refinance our indebtedness;

Ÿ our ability to generate non-automotive revenues, including revenues from our solar agreement with SES;

Ÿ our ability to comply with the covenants and restrictions contained in the instruments governing our indebtedness;

Ÿ our customers’ ability to obtain equity and debt financing for their respective businesses;

Ÿ our dependence on our largest customers;

Ÿ significant recalls experienced by OEMs;

Ÿ pricing pressure from our customers;

Ÿ strengthening of the U.S. dollar and other foreign currency exchange rate fluctuations impacting our results;

Ÿ work stoppages or other labor issues at our facilities or at the facilities of our customers or suppliers;

Ÿ risks associated with non-U.S. operations, including foreign exchange risks and economic uncertainty in some regions;

Ÿ costs or liabilities relating to environmental and safety regulations, including those relating to GHG emissions;

Ÿ any increase in the expense and funding requirements of our pension and other postretirement benefits; and

Ÿ the possibility that our largest stockholder’s interests will conflict with our or our other stockholders’ interests.

This prospectus also contains estimates and other statistical data made by independent parties and by us relating to market size and growth and other data about our industry. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. We have not independently verified the statistical and other industry data generated by independent parties that is contained in this prospectus and, accordingly, we cannot assure you of its accuracy or completeness. In addition, projections, assumptions and estimates of our future performance and the future performance of the industries in which we operate are necessarily subject to a high degree of uncertainty and risk.

Any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. Except as required by law, we undertake no obligation to publicly revise our forward-looking statements to reflect events or circumstances that arise after the date of this prospectus.

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USE OF PROCEEDS

We estimate that the net proceeds from the shares offered by us will be approximately $             million, after deducting the underwriting discount and estimated expenses of this offering and assuming we sell the shares for $             per share, representing the midpoint of the range on the cover page of this prospectus.

A $1.00 increase or decrease in the assumed initial public offering price of $             per share would increase or decrease the net proceeds to us from this offering by approximately $             million, assuming the number of shares offered by us, as listed on the cover page of this prospectus, remains the same.

We intend to use at least     % of the net proceeds from this offering to retire indebtedness outstanding under our              and the remainder, if any, for working capital and other general corporate purposes. At December 31, 2009, the weighted average interest rate in effect on the             was     %. Such indebtedness matures on                     ,             .

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DIVIDEND POLICY

We do not expect to pay any cash dividends for the foreseeable future.

We are not required to pay dividends, and our stockholders will not have contractual or other rights to receive dividends. The declaration and payment of any dividends will be at the sole discretion of our board of directors and will depend upon, among other things, our earnings, financial condition, capital requirements, level of indebtedness, contractual restrictions with respect to the payment of dividends, and other considerations that our board of directors deems relevant. If we commence paying dividends at any time, our board of directors may decide, in its discretion, at any time thereafter, to decrease the amount or dividends, otherwise modify or repeal the dividend policy or discontinue entirely the payment of dividends.

The agreements governing our indebtedness contain, and agreements governing any of our future indebtedness may contain, various covenants that limit our ability to pay dividends. We are also a holding company that does not conduct any business operations of our own. As a result, we are dependent upon cash dividends and distributions and other transfers from our subsidiaries to make dividend payments on our common stock. In addition, our subsidiaries are permitted to pay dividends to us subject to general restrictions imposed on dividend payments under the jurisdiction of incorporation or organization of each subsidiary. See “Risk Factors—Risk Factors Relating to Our Common Stock and This Offering—We have no present intention to pay dividends and even if we change that policy we may be restricted from paying dividends on our common stock.”

The ability of our board of directors to declare a dividend is also subject to limits imposed by Delaware corporate law. Under Delaware law, our board of directors and the boards of directors of our corporate subsidiaries incorporated in Delaware, may declare dividends only to the extent of “surplus,” which is defined as total assets at fair market value minus total liabilities, minus statutory capital, or if there is no surplus, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and our capitalization on a consolidated basis as of December 31, 2009:

• on an actual basis; and

• on an as adjusted basis, giving effect to the Corporate Conversion and the sale by us of              shares of common stock in this offering at an assumed initial public offering price of $             per share, representing the midpoint of the range on the cover page of this prospectus, and the receipt of the net proceeds thereof, after deducting underwriting discounts and commissions and the estimated offering expenses payable by us, as if they had occurred on December 31, 2009.

The as adjusted information below is illustrative only and our capitalization following the closing of this offering will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. This table should be read in conjunction with “Use of Proceeds,” “Selected Historical Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes included elsewhere in this prospectus.

	Actual			As Adjusted(1)
	(in millions)
Cash and cash equivalents	$	149.8		$
Total debt (including current portion):
Asset based revolving credit facility(2)	$	24.5
First lien term loan:
U.S. dollar denominated tranche		204.3
Euro denominated tranche		266.7
Other foreign subsidiary indebtedness(3)		156.4
Capital leases		17.6
Total debt, including current portion(4)	$	669.5		$
Mezzanine equity: Redeemable preferred units (5)		170.9			—
Stockholders’ equity (deficit):
Limited liability company interests, no par or stated value		12.6
Preferred stock, $0.01 par value,              shares authorized, no shares issued and outstanding, actual, and as adjusted		—
Common stock, $0.01 par value,              shares authorized;              shares issued and outstanding, actual, and as adjusted		—
Additional paid-in capital		—
Retained earnings (deficit)		(144.9	)
Accumulated other comprehensive income (loss)		(54.4	)
Total equity before noncontrolling interest (deficit)	$	(186.7	)	$
Noncontrolling interests in subsidiaries		39.5
Total stockholders’ equity (deficit)	$	(147.2	)	$
Total capitalization (including current portion of long-term debt)	$	693.2		$

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(1) A $1.00 increase or decrease in the assumed initial public offering price of $             per share, representing the midpoint of the range on the cover page of this prospectus, would result in an approximately $             million increase or decrease in each of the as adjusted additional paid-in capital, as adjusted total stockholders’ equity (deficit) and as adjusted total capitalization, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus (assuming that the Corporate Conversion had taken place and excluding              shares reserved for issuance under RSUs issuable pursuant to one of our benefit plans in connection with the consummation of this offering), remains the same and after deducting the commissions and discounts and estimated offering expenses payable by us. An increase or decrease of 1.0 million shares in the number of shares offered by us would result in an approximately $             million increase or decrease in each of the as adjusted additional paid-in capital, as adjusted total stockholders’ equity (deficit) and as adjusted total capitalization, assuming the assumed initial public offering price of $             per share, representing the midpoint of the range on the cover page of this prospectus, remains the same and after deducting the commissions and discounts and estimated offering expenses payable by us.

(2) Consists of a $150 million senior secured asset based revolving credit facility. As of December 31, 2009, there was a $100.3 million borrowing base under this revolving credit facility, and $24.5 million of borrowings and $0.3 million of letters of credit were outstanding under this facility.

(3) Consists primarily of borrowings in South Korea and Brazil and receivable factoring in Italy.

(4) For further information regarding our long-term debt, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Debt” and note 8 to our consolidated financial statements.

(5) Represents preferred equity interests in Tower Automotive, LLC. Pursuant to the Corporate Conversion, these interests will be contributed to Tower International Holdings, LLC immediately prior to the closing of this offering and thus will not represent obligations of Tower International, Inc.

The table that we have presented above is based on              shares of common stock outstanding as of December 31, 2009 (assuming that the Corporate Conversion had taken place as of that date) and excludes              shares reserved for issuance under RSUs issued to certain executive officers and directors pursuant to one of our benefit plans in connection with the consummation of this offering.

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DILUTION

Purchasers of the common stock in this offering will suffer an immediate dilution in net tangible book value per share. Dilution is the amount by which the price paid by the purchasers of common stock in this offering will exceed the pro forma net tangible book value per share of common stock immediately after this offering. Our net tangible book value (deficit) at December 31, 2009 was $(231.2) million or $             per share of common stock. Net tangible book value per share represents our tangible assets less total liabilities, divided by the number of shares of common stock outstanding as of December 31, 2009. Our pro forma net tangible book value as of December 31, 2009 was $             million or $             per share of common stock. After giving effect to the consummation of this offering, assuming an initial public offering price of $             per share, representing the midpoint of the range on the cover page of this prospectus, and the application of the net proceeds therefrom, our pro forma net tangible book value as of December 31, 2009 would have been $             million or $             per share of common stock. This represents an immediate increase in pro forma net tangible book value to existing stockholders of $             per share of common stock and an immediate dilution to new investors of $             per share of common stock.

The following table illustrates this per share dilution:

Assumed initial public offering price per share	$
Net tangible book value per share as of December 31, 2009
Pro forma net tangible book value per share as of December 31, 2009
Increase in pro forma net tangible book value per share resulting from this offering
Pro forma net tangible book value per share after this offering
Pro forma dilution per share to new investors	$

A $1.00 increase or decrease in the assumed initial public offering price of $             per share, representing the midpoint of the range on the cover page of this prospectus, would increase or decrease our as adjusted net tangible book value by $             million, the net tangible book value per share of common stock after this offering by $             per share of common stock, and the dilution per share of common stock to new investors is adjusted by $             per share of common stock, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the commissions and discounts and estimated offering expenses payable by us.

If the underwriters exercise their option to purchase additional shares from us in full, the following will occur:

• the pro forma percentage of shares of our common stock held by existing stockholders will decrease to approximately     % of the total number of pro forma shares of our common stock outstanding after this offering; and

• the pro forma number of shares of our common stock held by new public investors will increase to             , or approximately    % of the total pro forma number of shares of our common stock outstanding after this offering.

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The following table summarizes, as of December 31, 2009, the number of shares purchased or to be purchased from us, the total consideration paid or to be paid to us, and the average price per share paid or to be paid to us by existing stockholders and new investors purchasing shares of our common stock in this offering, assuming an initial public offering price of $             per share, representing the midpoint of the range on the cover page of this prospectus, before deducting underwriting discounts and commissions and estimated offering expenses payable by us. As the table below shows, new investors purchasing shares of our common stock in this offering will pay an average price per share substantially higher than our existing stockholders paid.

	Units /Shares Purchased			Total Consideration
	Number	Percent		Amount	Percent		Average Price Per Share
Existing Stockholders							$
New Investors							$
Total	100.0%	100.0	%		100.0	%

The number of shares of common stock outstanding as of December 31, 2009 is based on giving effect to              shares of common stock issuable pursuant to our Corporate Conversion and excludes              shares reserved for issuance under restricted stock units issued to certain executive officers and directors pursuant to one of our benefit plans in connection with the consummation of this offering.

If all our outstanding RSUs had vested as of December 31, 2009, our pro forma net tangible book value as of December 31, 2009 would have been approximately $             million or $             per share of our common stock, and the pro forma net tangible book value after giving effect to this offering would have been $             per share, representing dilution in our pro forma net tangible book value per share to new investors of $            .

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following table sets forth our selected historical consolidated financial data as of the dates and for the periods indicated. The selected consolidated balance sheet data of the Successor as of December 31, 2009 and 2008, the selected consolidated statement of operations data and the selected consolidated statement of cash flows data of the Successor for the years ended December 31, 2009 and 2008 and for the five months ended December 31, 2007 and the selected consolidated statement of operations data and the selected consolidated statement of cash flows data of the Predecessor for the seven months ended July 31, 2007 have been derived from our audited consolidated financial statements and related notes that we have included elsewhere in this prospectus. The selected consolidated balance sheet data of the Successor as of December 31, 2007 and of the Predecessor as of December 31, 2006 and 2005 and the selected consolidated statement of operations and the statement of cash flows data of the Predecessor for the years ended December 31, 2006 and 2005 have been derived from audited consolidated financial statements, which are not presented in this prospectus.

The selected historical consolidated financial data as of any date and for any period are not necessarily indicative of the results that may be achieved as of any future date or for any future period. As a result of the implementation of applicable accounting pronouncements relating to our acquisition of the Predecessor’s assets, the financial statements and financial data presented in this prospectus for dates and for periods ending on or before July 31, 2007 are not comparable with the financial statements and financial data for periods after July 31, 2007.

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You should read the following selected historical consolidated financial data in conjunction with the more detailed information contained in “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes that we have presented elsewhere in this prospectus.

	Successor								Predecessor
	Year Ended December 31,						Five Months Ended December 31, 2007		Seven Months Ended July 31, 2007			Year Ended December 31,
	2009			2008								2006			2005
	(in millions except unit/share and per unit/share data)
Statement of Operations Data:
Revenues	$	1,634.4		$	2,171.7		$	1,086.1	$	1,455.5		$	2,539.4		$	2,932.2
Cost of sales		1,536.8			1,991.3			970.5		1,325.9			2,389.3			2,752.1
Selling, general and administrative expenses		118.3			138.6			57.0		77.3			131.5			149.7
Amortization expense		2.8			3.0			1.2		—			—			—
Restructuring and related asset impairment charges, net		13.4			4.8			1.8		22.4			70.5			116.4
Operating income/(loss)		(36.9	)		34.0			55.5		30.0			(51.1	)		(78.3	)
Interest expense, net.		56.9			60.2			34.0		65.5			95.3			101.8
Chapter 11 and related reorganization items		—			—			—		62.2			66.2			167.4
Income/(loss) from continuing operations		(59.0	)		(45.7	)		18.2		(100.3	)		(199.4	)		(346.9	)
Cumulative effect of accounting change		—			—			—		—			—			(7.8	)
Net income/(loss)		(59.0	)		(45.7	)		18.2		(100.6	)		(195.4	)		(368.4	)
Net income attributable to the non-controlling interest		8.9			6.6			3.0		5.4			6.7			5.0
Net income/(loss) attributable to Tower Automotive, LLC		(67.9	)		(52.3	)		15.2		(106.0	)		(202.1	)		(373.4	)
Preferred unit dividends		16.1			14.9			8.8		—			—			—
Income/(loss) available to common stockholders		(84.0	)		(67.3	)		6.4		(106.0	)		(202.1	)		(373.4	)
Basic and diluted loss per unit/share:
Loss from continuing operations		(9,885	)		(7,917	)		748		(1.79	)		(3.51	)		(6.00	)
Income/(loss) from discontinued operations		—			—			—		(0.01	)		0.07			(0.23	)
Cumulative effect of accounting change		—			—			—		—			—			(0.14	)
Income/(loss) per unit/share		(9,885	)		(7,917	)		748		(1.80	)		(3.44	)		(6.37	)
Weighted average basic and diluted units/shares outstanding (in thousands)		8.5			8.5			8.5		58,807			58,659			58,645
Cash dividends declared per unit		—			—			—		—			—			—

	Successor								Predecessor
	December 31,								December 31,
	2009			2008			2007		2006			2005
	(in millions)
Balance Sheet Data:
Cash and cash equivalents	$	149.8		$	126.8		$	96.8	$	64.3		$	65.8
Total assets		1,334.4			1,269.8			1,582.9		2,107.0			2,291.2
Total debt(1)		669.5			628.1			691.7		1,681.0			1,625.9
Redeemable preferred units(2)		170.9			155.2			145.9		—			—
Total members’/stockholders’ equity (deficit)		(147.2	)		(88.5	)		32.6		(662.7	)		(487.6	)

(1) Consists of short-term and long-term debt, current portion of long-term debt and capital lease obligations.

(2) Represents preferred equity interests in Tower Automotive, LLC. Pursuant to the Corporate Conversion, these interests will be contributed to Tower International Holdings, LLC prior to the closing of this offering and thus will not represent obligations of Tower International, Inc.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and results of operations together with the “Selected Historical Consolidated Financial Data” and the historical consolidated financial statements and related notes included elsewhere in this prospectus. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described under “Risk Factors.” Actual results may differ materially from those contained in any forward-looking statements. Certain monetary amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

Overview of the Business

We are a leading integrated global manufacturer of engineered structural metal components and assemblies primarily serving automotive OEMs. We offer our automotive customers a broad product portfolio, supplying body-structure stampings, frame and other chassis structures, as well as complex welded assemblies, for small and large cars, crossovers, pickups and SUVs. We have also recently entered the utility-scale solar energy market with an agreement to supply large stamped mirror-facet panels and welded support structures.

Our products are manufactured at 30 production facilities strategically located near our customers in North America, South America, Europe and Asia. We support our manufacturing operations through nine engineering and sales locations throughout the world. Our products are offered on a diverse mix of vehicle platforms, reflecting the balanced portfolio approach of our business model and the breadth of our product capabilities. We supply products to approximately 160 vehicle models globally. Our 10 largest vehicle models represented approximately 27% of our 2009 revenues.

We are a disciplined, process-driven company with an experienced management team which has a proven history of implementing sustainable operational improvements. From January 1, 2008 through December 31, 2009, we achieved $195 million in manufacturing and purchasing cost reductions. We achieved these cost reductions in large part through successful implementation of Lean Six Sigma principles and rigorous application of global best practices. These cost reductions helped us achieve a 7.6% Adjusted EBITDA margin in 2009 during an historically challenging environment in the automotive industry.

We believe that our product capabilities, our geographic, customer and product diversification and the cost reductions that we achieved in 2008 and 2009 position us to benefit from a recovery in global automotive industry production. We intend to leverage our program management and engineering experience to pursue growth opportunities outside our existing automotive markets, as demonstrated by our solar agreement. The solar industry shows promise for us, as many applications require highly engineered large stampings and complex welded structural assemblies that must be produced in high volume at repeatable tight tolerances similar to our product requirements in the automotive industry. Pursuant to our solar agreement, we are to supply large stamped mirror-facet panels and welded support structures to SES. We expect that production will commence late in 2010, that revenues relating to this agreement will begin in 2011 and will ramp up in subsequent years and that lifetime revenues generated from this agreement will be approximately $             million over a five year term. See “Risk Factors—Our ability to recognize revenues from our agreement with Stirling Energy Systems, or SES, is subject to several risks, any one of which could materially and adversely impact our business, financial condition, results of operations and cash flows.”

We are planning to invest approximately $30 to $35 million (net of government and other incentives) in 2010 to support our solar contract, including a new operation in the southwest United States that could provide a base for additional expansion. We believe the solar industry in the United States and globally has the potential to

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grow at an average rate substantially greater than the longer term trend rate for the automotive industry. Beyond solar, we believe there may be similar opportunities in the future to apply and extend our core skills in other industries, such as defense, wind or appliances.

Factors Affecting Our Industry

Our business and our revenues are primarily driven by the strength of the global automotive industry, which tends to be cyclical and highly correlated to general global macroeconomic conditions. The strength of the automotive market dictates the volume of purchases of our products by our OEM customers to ultimately satisfy consumer demand. We manufacture products pursuant to written agreements with each of our OEM customers. However, those agreements do not dictate the volume requirements of our customers; instead, OEMs monitor their inventory and the inventory levels of their dealers and adjust the volume of their purchases from us based on consumer demand for their products.

During the latter half of 2008 and throughout 2009, the automotive industry experienced an unprecedented downturn, led by the recession in the United States and followed by declines in many major markets around the world. The economic crisis in general, and the decline in consumer spending and the financial market turmoil in particular, had a severe and detrimental impact upon the global automotive market. In response to both the lack of strong consumer demand and the tightening of access to financial markets, OEMs reduced production volumes throughout the automotive industry, significantly impacting the revenues of both OEMs and their suppliers.

As measured by CSM Worldwide^®, global industry production of cars and light trucks peaked at 69 million in 2007 and declined to 57 million in 2009. This decline was more pronounced in the more mature markets: North American and European production levels declined from 37 million vehicles in 2007 to 25 million vehicles in 2009. In response to the unprecedented economic crisis, certain governments, including the United States, enacted tax incentives and took other affirmative steps to spur consumer purchases of automobiles in 2009. These steps may have limited the adverse effects of the global economic crisis on the automotive industry and may help to position the industry for recovery. Over the long term, CSM Worldwide^® projects production will reach 80 million vehicles by 2013, reflecting a recovery in both the North American and European markets as well as continued growth in emerging markets such as China and Brazil. We believe that we are well positioned to benefit from this long-term trend, but we are not insulated from short-term fluctuations in the global automotive industry.

Factors Affecting Our Revenues

While overall production volumes are largely driven by economic factors outside of our direct control, we believe that the following elements of our business also impact our revenues:

• Diversification of our customer base.    Our revenues are impacted by the popularity of the OEMs for which we supply structural metal components and their respective market shares. By diversifying our customer base, we limit the risks associated with a downturn in any one OEM’s product portfolio. For example, we have reduced our exposure to Ford, General Motors and Chrysler—the “Detroit 3”—from 66% of our Predecessor’s revenues in 2002 to 18% of our revenues in 2009, and have focused our efforts mainly on automotive manufacturers with a global presence.

• Diversification of our vehicle mix.    Similar to shifts in popularity of OEMs, shifts in consumer preferences directly influence the types and quantities of vehicles that OEMs manufacture, which in turn directly influences the structural components that we produce. By diversifying the vehicles types that we supply components for, we limit the risks associated with a downturn in any one of our vehicle segments. In 2009, our revenue mix was: 45%—small cars; 20%—large cars, including multi-purpose vehicles; 17%—North American framed vehicles; and 18%—light trucks and other.

• Diversification of our product offerings.    Our OEM customers rely upon us to efficiently produce structural metal components for the platforms that they design and to respond quickly to platform and

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vehicle enhancements that they develop. OEMs value the extent to which we are able to integrate multiple stampings and assemblies into offerings, thereby reducing the extent to which they must devote their focus and capital to integrating components they purchase from their suppliers.

• Geographic diversification.    Given the high costs and difficulties associated with transporting large structural metal components that we manufacture, it is critical that our facilities are in close proximity to our customers. We believe that countries such as Brazil and China, as well as other regions including Eastern Europe, will experience significant growth in vehicle demand and associated production volumes during the next five years as projected by CSM Worldwide^®. We currently have 6 manufacturing facilities in Poland, Slovakia, Brazil and China and a technical center in India. As such, our geographic footprint is positioned to benefit as these markets expand and ultimately influence our revenue growth.

• Opportunities to pursue non-automotive revenues.    Our ability to produce large engineered structural components and assemblies is not confined to automotive markets. Our agreement to manufacture large stamped mirror-facet panels and welded support structures for SES is expected to begin producing non-automotive revenues during 2011, subject to the satisfaction of certain conditions contained in that agreement and SES’s ability to obtain the funding that it requires. We intend to consider and pursue other applications of our core competencies to develop other sources of non-automotive revenues.

• Life cycle of our agreements.    Our agreements with OEMs typically follow one of two patterns. Agreements for new models of vehicles normally cover the lifetime of the platform, often with periods of two to five years before these models are marketed to the public. Agreements covering design improvements to existing automobiles have shorter expected life cycles, typically with shorter pre-production and development periods. Typically, once a supplier has been designated to supply components for a new platform, an OEM will continue to purchase those parts from the designated manufacturer for the life of the program. For any given agreement, our revenues depend in part upon the life cycle status of the applicable product platform. Overall, our revenues are enhanced to the extent that the products we are assembling and producing are in the peak production periods of their life cycles.

• Product pricing.    Our customers typically negotiate price reductions with us during the term of their contracts, often on an annual basis. When negotiated price reductions are expected to be retroactive, we accrue for such amounts as a reduction of revenues as products are shipped. The extent of our price reductions negatively impacts our revenues. On occasion, we have been able to negotiate year-over-year price increases as well.

• Steel pricing.    We require significant quantities of steel in the manufacture of our products. Although changing steel prices affect our results, we seek to be neutral with respect to steel pricing over time, with the intention of neither making nor losing money as steel prices fluctuate. The pricing of our products includes a component for steel which increases as steel prices increase and decreases as steel prices decrease. For our North American customers and several of our other customers, we purchase steel through our customers’ resale programs, where our customers actually negotiate the cost of steel for us. In other cases, we procure steel directly from the mills, negotiating our own price and seeking to pass through steel price increases and decreases to our customers.

• Seasonality.    Our business is seasonal. Our customers in Europe typically shut down vehicle production during portions of July or August and during one week in our fourth quarter. Our North American customers typically shut down vehicle production for approximately two weeks during July and for one week during December. Our revenues in our third and fourth quarters may be impacted by these seasonal practices.

• Foreign exchange.    Our foreign exchange transaction risk is generally limited, primarily because we purchase and produce products in the same country where we sell to our final customer. However, the translation of foreign currencies back to the U.S. dollar may have a significant impact on our revenues

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and financial results. Foreign exchange has an unfavorable impact on revenues when the U.S. dollar is relatively strong as compared with foreign currencies and a favorable impact on revenues when the U.S. dollar is relatively weak as compared with foreign currencies. The functional currency of our foreign operations is the local currency. Assets and liabilities of our foreign operations are translated into U.S. dollars using the applicable period-end rates of exchange. Results of operations are translated at applicable average rates prevailing throughout the period. Translation gains or losses are reported as a separate component of accumulated other comprehensive income in our consolidated statements of stockholders’ equity (deficit). Gains and losses resulting from foreign currency transactions, the amounts of which were not material in any of the periods presented in this prospectus, are included in net income (loss).

Factors Affecting Our Expenses

Our expenses are principally driven by the following factors:

• Cost of steel.    We utilize steel and various purchased steel products in virtually all of our products. We refer to the “net steel impact” as the combination of the change in steel prices that are reflected in the price of our products, the change in the cost to procure steel from the mill, and the change in our recovery of scrap steel, which we refer to as offal. Our strategy is to be economically indifferent to steel pricing by having these factors offset each other. While we strive to achieve a neutral net steel impact, we are not always successful in achieving that goal, in large part due to timing. Depending upon when a steel price change occurs, that change may have a disproportionate effect, within any particular fiscal period, on our product pricing, our steel costs and the results of our sales of scrap steel. Imbalances in any one particular fiscal period may be reversed in a subsequent fiscal period, although we can not assure you if or when these reversals will occur.

• Purchase of steel.    As noted above, we purchase a portion of our steel from our customers through our customers’ resale programs and a portion of our steel directly from the mills. Whether our customer negotiates the cost of steel for us in a customer resale program or we negotiate the cost of steel with the mills, the price we pay is charged directly to our cost of sales, just as the component of product pricing relating to steel is included within our revenues.

• Sale of scrap steel.    We typically sell offal in secondary markets which are influenced by similar market forces. We generally share our recoveries from sales of offal with our customers either through scrap sharing agreements, in cases where we are on resale programs, or in the product pricing that is negotiated regarding increases and decreases in the steel price in cases where we purchase steel directly from the mills. In either situation, we may be impacted by the fluctuation in scrap steel prices, either positive or negative, in relation to our various customer agreements. Since scrap steel prices generally increase and decrease as steel prices increase and decrease, our sale of offal may mitigate the severity of steel price increases and limit the benefits we achieve through steel price declines. Recoveries related to sales of offal reduce cost of sales.

• Other manufacturing expenses.    Our cost of sales includes raw material costs, labor expenses and other expenses that we incur to operate our plants. In addition to steel, our cost of sales is directly impacted by:

• the number of employees, whom we refer to as our colleagues, engaged in manufacturing and the wages and benefits that we pay to those colleagues;

• depreciation;

• energy expenses;

• the costs we incur to purchase raw materials other than steel;

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• non-production materials;

• shipping and handling expenses; and

• lease expenses associated with our production facilities.

• Selling, general and administrative expenses.    Our selling, general and administrative, or SG&A, expenses include costs associated with our sales efforts; engineering; centralized finance, human resources, purchasing, and information technology services; and other administrative functions.

• Amortization expense.    Our amortization expense consists of the charges we incur to amortize certain intangible assets. The intangible assets relate to key customer relationships in Europe and Brazil and land rights in China. Our intangible assets are amortized over their estimated useful lives as determined when the intangible asset is initially recorded. See note 4 to our consolidated financial statements.

Ÿ Restructuring and related asset impairment charges.    Our restructuring expenses are incurred when we establish reserves for particular restructuring actions and when we incur costs that are expensed as incurred related to particular restructuring actions. We have implemented several restructuring plans in recent years in order to realign our manufacturing capacity to meet global automotive production demands and to improve the utilization of our facilities.

• Interest expense.    Our interest expense relates to costs associated with our debt instruments and reflects both the amount of our indebtedness and the rates we are required to pay. Our primary debt instruments consist of our first lien term loan in the United States and Europe and our asset-based revolving credit facility. We also have debt at our foreign subsidiaries, consisting of borrowings in South Korea and Brazil and a factoring facility in Italy. Our interest expense is also affected by the amortization of our debt issuance costs.

• Provision for income taxes.    We make estimates of the amounts to recognize for income taxes in each tax jurisdiction in which we operate. In addition, provisions are established for withholding taxes related to the transfer of cash between jurisdictions and for uncertain tax positions taken.

• Efficiencies.    Our ability to control our costs is directly linked to our ability to offset price reductions and other cost increases with reductions in operating costs through the implementation of various manufacturing, purchasing, administrative and other efficiencies. We seek to drive costs out of our operations through several ongoing initiatives, including the following:

• Manufacturing efficiencies.    We have achieved cost savings in our core manufacturing operations through several ongoing initiatives, including:

• Implementation of Lean Six Sigma principles.    Lean and Six Sigma are industry-recognized methodologies which our management utilizes to reduce waste, improve quality and improve our ability to respond to customer demand rates by focusing on reductions in manufacturing lead times.

• Labor best practices standardization.    We studied how other companies utilize their production related labor. As a result of that study, we developed benchmark labor standards for our production processes. We then applied those standards and processes consistently across our manufacturing facilities.

• Real-time production reporting and throughput analysis.    Many of our manufacturing facilities are equipped with production count systems that interface directly with our general ledger system. These reports enable us to reduce the costs we incur to manufacture our products. Real-time production reporting allows us to:

• perform bottleneck management analysis, which allows us to analyze production bottlenecks and improve efficiency and cycle times;

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Ÿ complete shift-to-shift assessments, which help us to reduce the number of colleagues needed to meet production during any given shift; and

Ÿ perform press changeover time analysis, which helps us to reduce the time in which equipment is not in production.

• Purchasing efficiencies.    We actively negotiate with our supply base to achieve year-over-year price reductions in the components and supplies that we purchase.

• SG&A reductions.    We have reduced the amount of our SG&A expense necessary to operate our business. We have centralized and continue to centralize several administrative functions which we previously performed on a decentralized basis, including purchasing, customer quoting and product costing, product engineering and accounting. In addition, we have instituted policies and procedures on discretionary spending to reduce our costs.

Adjusted EBITDA

We use the term Adjusted EBITDA throughout this prospectus. We define Adjusted EBITDA as net income/(loss) before interest, taxes, depreciation, amortization, restructuring items and other adjustments described in the reconciliations provided in this prospectus. Adjusted EBITDA is not a measure of performance defined in accordance with GAAP. We use Adjusted EBITDA as a supplement to our GAAP results in evaluating our business.

Adjusted EBITDA is included in this prospectus because it is one of the principal factors upon which our management assesses performance. Our Chief Executive Officer measures the performance of our segments on the basis of Adjusted EBITDA. As an analytical tool, Adjusted EBITDA assists us in comparing our performance over various reporting periods on a consistent basis because it excludes items that we do not believe reflect our core operating performance.

We believe that Adjusted EBITDA is useful to investors in evaluating our performance because EBITDA is a commonly used financial metric for measuring and comparing the operating performance of companies in our industry. We believe that the disclosure of Adjusted EBITDA offers an additional financial metric that, when coupled with the GAAP results and the reconciliation to GAAP results, provides a more complete understanding of our results of operations and the factors and trends affecting our business.

Adjusted EBITDA should not be considered as an alternative to net income/(loss) as an indicator of our performance, as an alternative to net cash provided by operating activities as a measure of liquidity, or as an alternative to any other measure prescribed by GAAP. There are limitations to using non-GAAP measures such as Adjusted EBITDA. Although we believe that Adjusted EBITDA may make an evaluation of our operating performance more consistent because it removes items that do not reflect our core operations, (i) other companies in our industry may define Adjusted EBITDA differently than we do and, as a result, it may not be comparable to similarly titled measures used by other companies in our industry; and (ii) Adjusted EBITDA excludes certain financial information that some may consider important in evaluating our performance.

We compensate for these limitations by providing disclosure of the differences between Adjusted EBITDA and GAAP results, including providing a reconciliation of Adjusted EBITDA to GAAP results, to enable investors to perform their own analysis of our operating results. For a reconciliation of consolidated Adjusted EBITDA to its most directly comparable GAAP measure, net income (loss), see footnote 3 in “Prospectus Summary—Summary Consolidated Financial Data.”

Because of these limitations, Adjusted EBITDA should not be considered as a measure of the income generated by our business or discretionary cash available to us to invest in the growth of our business. Our management compensates for these limitations by analyzing both our GAAP results and Adjusted EBITDA. See our consolidated financial statements and the related notes included elsewhere in this prospectus.

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Bases of Presentation

2007 Acquisition

On July 31, 2007, we acquired substantially all of the assets, including the name, of Tower Automotive, Inc. and 25 of its United States subsidiaries in exchange for a purchase price of $779.3 million, which amount is net of cash acquired of $82.1 million and includes direct acquisition costs of $27 million. We also acquired the stock of substantially all of the sellers’ foreign affiliates. In addition to the purchase price that we paid for these assets, we assumed foreign debt and debt-like instruments of $235.7 million, resulting in aggregate consideration of approximately $1 billion.

Previously, in February 2005, Tower Automotive, Inc. and its United States subsidiaries, which we refer to collectively as the debtors, filed a voluntary petition for relief under the United States bankruptcy laws. From February 2005 until our acquisition on July 31, 2007, the debtors operated their business in the normal course as debtors-in-possession. The assets of the debtors that we did not acquire were transferred into a liquidation trust. Pursuant to the plan of reorganization confirmed by the United States Bankruptcy Court, the only liabilities of the United States debtors that we assumed were certain current liabilities and pension and other post-retirement benefit obligations. Concurrent with the closing of the 2007 acquisition, the debtors ceased all operations.

The acquisition was accounted for as a purchase in accordance with FASB ASC No. 805. As a result, we allocated the purchase price to the assets acquired and liabilities assumed at the date of acquisition, based on their estimated fair values as of the closing date, in accordance with FASB ASC No. 805. The excess of the cost of the acquisition over the net amounts assigned to the fair value of the assets acquired and the liabilities assumed was recorded as goodwill. As a result of the application of FASB ASC No. 805, the financial statements and financial data presented in this prospectus for dates and for periods ending on or before July 31, 2007 are not comparable with the financial statements and financial data presented in this prospectus for periods after July 31, 2007. We refer to our acquisition of the assets of the debtors and the acquisition of substantially all of the stock of the debtors’ foreign affiliates as the 2007 acquisition.

The accounting pronouncements applicable to the Predecessor while it was undergoing reorganization do not change the application of GAAP in the preparation of the Predecessor’s financial statements. However, those pronouncements do require that the financial statements, for periods including and subsequent to the filing of the bankruptcy petition, distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the Predecessor.

The debtors incurred certain professional and other expenses directly associated with their bankruptcy proceedings. In addition, the debtors made certain provisions to adjust the carrying value of certain pre-petition liabilities to reflect the debtors’ estimate of allowed claims. We have classified these costs and expenses as Chapter 11 and related reorganization items in our consolidated statements of operations for the seven months ended July 31, 2007.

2010 Corporate Conversion

We have been organized as a limited liability company since the 2007 acquisition. Prior to the consummation of this offering, (i) all of our existing equity owners will transfer their equity interests in Tower Automotive, LLC to a newly created limited liability company, Tower International Holdings, LLC, (ii) Tower Automotive, LLC will convert into a Delaware corporation, Tower International, Inc., and (iii) all of the equity interests in Tower Automotive, LLC will convert into common stock of Tower International, Inc. Thus, immediately prior to the consummation of this offering, all of our outstanding common stock will be owned by Tower International Holdings, LLC. We refer to this transaction as the Corporate Conversion.

Our Segments

Our management reviews our operating results and makes decisions based upon two reportable segments: the Americas and International, each of which has its own president and leadership team. Through December 31,

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2009, our businesses have had similar economic characteristics, including the nature of our products, our production processes and our customers.

Results of Operations—Year Ended December 31, 2009 Compared with the Year Ended December 31, 2008

Due to the downturn in the global economy, automobile production volumes decreased significantly during 2009 in all major markets except China and Brazil. The following table presents production volumes in specified regions according to CSM Worldwide^® for 2009 compared to 2008 (in millions of units produced).

	Europe		Korea		China		North America		Brazil
2009 production	16.3		3.4		10.8		8.6		2.9
2008 production	20.5		3.7		7.3		12.6		2.9
Increase/(decrease)	(4.2	)	(0.3	)	3.5		(4.0	)	0.0
Percentage change	(21	)%	(8	)%	48	%	(32	)%	—

The following table presents revenues and Adjusted EBITDA for the years ended December 31, 2009 and 2008 (in millions) as well as an explanation of variances. In the discussion that follows, all references to “2009” are to the year ended December 31, 2009 and all references to “2008” are to the year ended December 31, 2008.

	International						Americas						Consolidated
	Revenues			Adjusted EBITDA(a)			Revenues			Adjusted EBITDA(a)			Revenues			Adjusted EBITDA(a)
2009 results	$	990.5		$	108.7		$	643.9		$	16.3		$	1,634.4		$	125.0
2008 results		1,251.4			163.9			920.3			49.0			2,171.7			212.9
Variance	$	(260.9	)	$	(55.2	)	$	(276.4	)	$	(32.7	)	$	(537.3	)	$	(87.9	)
Variance attributable to:
Volume and mix(b)	$	(167.1	)	$	(60.4	)	$	(262.0	)	$	(86.6	)	$	(429.1	)	$	(147.0	)
Foreign exchange		(96.6	)		(12.3	)		(19.8	)		(0.2	)		(116.4	)		(12.5	)
Pricing and economics(c)		3.3			(23.8	)		4.3			(10.6	)		7.6			(34.4	)
Efficiencies		—			39.7			—			48.6			—			88.3
Selling, general and administrative expenses and other items(d)		(0.5	)		1.6			1.1			16.1			0.6			17.7
Total	$	(260.9	)	$	(55.2	)	$	(276.4	)	$	(32.7	)	$	(537.3	)	$	(87.9	)

(a) We have presented a reconciliation of net income/(loss) attributable to Tower Automotive, LLC to Adjusted EBITDA below.

(b) Mix refers to the relative composition of revenues and profitability of the products we sell in any given period.

(c) Pricing and economics refers to (i) the impact of adjustments in the pricing of particular products, which we refer to as product pricing; (ii) the impact of steel price changes, taking into account the component of our product pricing attributable to steel, the cost of steel included in our cost of sales and the amounts recovered on the sale of offal, which in total we refer to as the net steel impact; and (iii) the impact of inflation and changes in operating costs such as labor, utilities and fuel, which we refer to as economics.

(d) Other items refers to (i) savings which we generate after implementing restructuring actions, (ii) the costs associated with launching new products and (iii) one-time items.

Revenues.    Total revenues declined in 2009 by $537.3 million or 25% from 2008, reflecting primarily lower volume and the effect of the strengthened U.S. dollar against foreign currencies.

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In our International segment, revenues declined by $260.9 million or 21% from 2008, as explained by lower volume in Europe and Korea and the strengthening of the U.S. dollar against the Euro and Korean Won.

In our Americas segment, revenues declined by $276.4 million or 30% from 2008, reflecting primarily lower volume in North America and the strengthening of the U.S. dollar against the Brazilian Real.

Adjusted EBITDA.    Total Adjusted EBITDA declined in 2009 by $87.9 million or 41% from 2008, as explained by lower volume ($103.2 million), unfavorable product mix ($43.8 million) and unfavorable foreign exchange ($12.5 million). All other factors were net favorable by $71.6 million—manufacturing and purchasing efficiencies of $88.3 million more than offset unfavorable pricing and economics of $34.4 million and SG&A expense decreased by $17.7 million.

The favorable impact of efficiencies more than offset general cost increases. We were able to achieve this gain in 2009 because of the continued implementation of our competitive cost structure initiatives. Our focus in 2010 and beyond is to retain the benefit of these achieved cost savings as anticipated volume recovery occurs. Our strategy is to continue to achieve operating efficiencies large enough to at least offset general cost increases.

In our International segment, Adjusted EBITDA declined by $55.2 million or 34% from 2008, reflecting lower volumes ($37.4 million), unfavorable product mix ($23 million) and unfavorable foreign exchange ($12.3 million). Unfavorable pricing and economics ($23.8 million), principally product pricing and labor costs, were more than offset by operational efficiencies ($39.7 million). In addition, SG&A and other items contributed favorably in 2009, primarily because restructuring savings were achieved in 2009 from restructuring actions undertaken in 2008 and 2009.

In our Americas segment, Adjusted EBITDA declined by $32.7 million or 67% from 2008, reflecting primarily lower volumes ($65.8 million) and unfavorable product mix ($20.8 million). Unfavorable pricing and economics ($10.6 million), reflected primarily unfavorable product pricing and net steel impact, offset partially by reductions in our workers’ compensation and healthcare costs associated with reductions in our workforce and improvements in our plant safety record. Our net steel impact was adversely impacted by lower offal recoveries in 2009. Adjusted EBITDA was positively impacted by operational efficiencies ($48.6 million) and reduced SG&A and other items ($16.1 million). The positive impact from SG&A and other items resulted from a reduction in personnel and a reduction in other spending undertaken to control costs and $5 million of savings from restructuring actions undertaken in 2008 and 2009, offset in part by a one-time provision of $4.7 million associated with a value added tax, or VAT, audit in Brazil.

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A reconciliation of Adjusted EBITDA to net income/(loss) attributable to Tower Automotive, LLC for the periods presented is set forth below (in millions):

	International						Americas						Consolidated
	2009			2008			2009			2008			2009			2008
Adjusted EBITDA	$	108.7		$	163.9		$	16.3		$	49.0		$	125.0		$	212.9
Intercompany charges		8.0			3.2			(8.0	)		(3.2	)		—			—
Restructuring		(12.6	)		(1.4	)		(0.8	)		(3.4	)		(13.4	)		(4.8	)
Depreciation and amortization		(75.1	)		(82.4	)		(72.6	)		(87.9	)		(147.7	)		(170.3	)
Receivable factoring charges		(0.7	)		—			(0.1	)		(0.7	)		(0.8	)		(0.7	)
Other adjustments		—			(3.1	)		—			—			—			(3.1	)
Operating income / (loss)	$	28.3		$	80.2		$	(65.2	)	$	(46.2	)	$	(36.9	)	$	34.0
Interest expense, net														(56.9	)		(60.2	)
Other income														33.7			—
(Provision) / benefit for income taxes														1.1			(19.5	)
Noncontrolling interest, net of tax														(8.9	)		(6.6	)
Net income / (loss) attributable to Tower Automotive, LLC													$	(67.9	)	$	(52.3	)

See footnote 3 in “Summary —Summary Consolidated Financial Data.”

Operating Income (Loss).    Operating income declined in 2009 by $70.9 from 2008. The decline was primarily related to the factors discussed above that impacted Adjusted EBITDA during the period and, to a lesser extent, higher restructuring charges, related primarily to the closure of our press shop in Bergisch Gladbach, Germany.

These factors were offset partially by lower depreciation and amortization expense. Depreciation and amortization expense decreased due to a portion of our fixed assets that had been assigned estimated lives of two years at the time of our acquisition in 2007 becoming fully depreciated in July 2009, primarily in the Americas segment. Restructuring actions taken in 2008 in our Americas segment, more fully discussed below, resulted in the accelerated depreciation of certain assets during 2008. These assets became fully depreciated by the beginning of 2009, thus resulting in less depreciation during 2009. The strengthening of the U.S. dollar against foreign currencies, primarily in the International segment, also decreased depreciation and amortization expense.

During 2008, we incurred $3.1 million in professional fees, recorded in “other adjustments” above, related to due diligence on a potential acquisition.

Interest Expense, net.    Interest expense, net, decreased in 2009 by $3.3 million or 5.5% as compared to 2008, related primarily to declining debt balances in the United States due to a debt repurchase in the second quarter and declining rates on the portion not covered by the interest rate swap in place for our first lien term loan.

Other Income.    During 2009, we amended certain terms of our revolving credit facility, first lien term loan agreement and letter of credit facility. As part of the amendments, we reduced our $200 million revolving credit facility to $150 million, reduced our letter of credit facility from $60 million to $27.5 million and repurchased $32.9 million of the U.S. tranche of our first lien term loan. In connection with these transactions, we recognized gains of $33.7 million which we recognized as other income.

Provision (Benefit) for Income Taxes.    Income tax expense declined $20.6 million or 106% in 2009 from 2008 reflecting primarily the substantial decrease in overall income, a tax benefit from gain recognition in other comprehensive income, or OCI, and a shift in the mix of income among jurisdictions.

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Noncontrolling Interest, Net of Tax.    The adjustment to our earnings required to give effect to the elimination of minority interests increased by $2.3 million in 2009 from 2008 reflecting increased earnings in our Chinese joint ventures.

Results of Operations—Year Ended December 31, 2008 Compared with the Year Ended December 31, 2007

As a result of our acquiring our business from the debtors on July 31, 2007, our financial results for 2007 have been separately presented in our consolidated financial statements for the Predecessor for the period January 1, 2007 through July 31, 2007 and for the Successor for the period August 1, 2007 through December 31, 2007. We have presented below two separate analyses, one comparing our results for the five month periods ended December 31, 2008 and 2007 and one comparing our results for the seven month periods ended July 31, 2008 and 2007.

Five Months Ended December 31, 2008 Compared to the Five Months Ended December 31, 2007

Automotive production volumes decreased significantly during the last five months of 2008 in all major markets due to the downturn in the global economy. The following table presents production volumes in specified regions according to CSM Worldwide^® for the five months ended December 31, 2008 compared to the five months ended December 31, 2007 (in millions of units produced):

	Europe		Korea		China		North America		Brazil
Five months ended December 31, 2008	6.9		1.5		2.8		4.8		1.1
Five months ended December 31, 2007	8.7		1.7		3.0		6.3		1.2
Increase / (decrease)	(1.8	)	(0.2	)	(0.2	)	(1.5	)	(0.1	)
Percentage change	(21	)%	(12	)%	(7	)%	(24	)%	(8	)%

The following table presents revenues and Adjusted EBITDA for the five months ended December 31, 2008 and December 31, 2007 (in millions) as well as an explanation of variances:

	International						Americas						Consolidated
	Revenues			Adjusted EBITDA(a)			Revenues			Adjusted EBITDA(a)			Revenues			Adjusted EBITDA(a)
Five months ended December 31, 2008 results	$	433.3		$	56.8		$	281.6		$	(0.3	)	$	714.9		$	56.5
Five months ended December 31, 2007 results		577.1			67.2			509.0			56.4			1,086.1			123.6
Variance	$	(143.8	)	$	(10.4	)	$	(227.4	)	$	(56.7	)	$	(371.2	)	$	(67.1	)
Variance attributable to:
Volume and mix	$	(118.0	)	$	(28.3	)	$	(236.4	)	$	(68.5	)	$	(354.4	)	$	(96.8	)
Foreign exchange		(38.6	)		(3.7	)		(3.9	)		0.3			(42.5	)		(3.4	)
Pricing and economics.		13.2			(7.2	)		10.8			(27.5	)		24.0			(34.7	)
Efficiencies		—			21.8			—			40.4			—			62.2
Selling, general and administrative expenses and other expenses		0.4			7.0			2.1			(1.4	)		1.7			5.6
Total	$	(143.8	)	$	(10.4	)	$	(227.4	)	$	(56.7	)	$	(371.2	)	$	(67.1	)

(a) We have presented a reconciliation of net income/(loss) attributable to Tower Automotive, LLC to Adjusted EBITDA below.

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Revenues.    Total revenues declined during the five months ended December 31, 2008 by $371.2 million or 34% from the five months ended December 31, 2007, reflecting primarily lower volume and the effect of the strengthening of the U.S. dollar against foreign currencies, offset partially by favorable steel pricing.

In our International segment, revenues declined during the five months ended December 31, 2008 by $143.8 million or 25% from the five months ended December 31, 2007, explained by lower volume in Europe and Asia and the strengthening of the U.S. dollar against the Euro and Korean Won. These decreases were offset partially by favorable pricing and economics of $13.2 million primarily related to higher steel prices that were passed on to our customers.

In our Americas segment, revenues declined during the five months ended December 31, 2008 by $227.4 million or 45% from the five months ended December 31, 2007, reflecting primarily lower volume offset partially by favorable pricing and economics of $10.8 million, primarily related to higher steel prices that were passed on to our customers.

Adjusted EBITDA.    Total Adjusted EBITDA declined during the five months ended December 31, 2008 by $67.1 million or 54% from the five months ended December 31, 2007, primarily reflecting lower volume ($85.6 million), unfavorable product mix ($11.2 million) and unfavorable foreign exchange ($3.4 million). All other factors were net favorable by $33.1 million—reflecting favorable efficiencies ($62.2 million) and SG&A expenses ($5.6 million), offset partially by pricing and economics ($34.7 million).

In our International segment, Adjusted EBITDA declined during the five months ended December 31, 2008 by $10.4 million or 16% as compared to the five months ended December 31, 2007, reflecting primarily unfavorable volume ($26.2 million), unfavorable foreign exchange ($3.7 million) and unfavorable product mix ($2.1 million). All other factors were net favorable by $21.6 million—reflecting favorable efficiencies ($21.8 million) and the favorable impact of the buyout of an operating lease ($8 million) in 2007, offset partially by pricing and economics ($7.2 million).

In our Americas segment, Adjusted EBITDA declined during the five months ended December 31, 2008 by $56.7 million or 101% as compared to the five months ended December 31, 2007, reflecting primarily lower volume ($59.4 million) and unfavorable product mix ($9.1 million). All other items (excluding foreign exchange, which had a negligible impact) were net favorable $11.5 million, reflecting primarily favorable efficiencies ($40.4 million), offset partially by pricing and economics ($27.5 million).

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A reconciliation of Adjusted EBITDA to net income/(loss) attributable to Tower Automotive, LLC for the periods presented is set forth below (in millions):

	International						Americas						Consolidated
	Five Months Ended December 31,						Five Months Ended December 31,						Five Months Ended December 31,
	2008			2007			2008			2007			2008			2007
Adjusted EBITDA	$	56.8		$	67.2		$	(0.3	)	$	56.4		$	56.5		$	123.6
Intercompany charges		(7.6	)		1.1			7.6			(1.1	)		—			—
Restructuring		(1.3	)		(2.4	)		(7.2	)		0.6			(8.5	)		(1.8	)
Depreciation and amortization		(32.0	)		(26.7	)		(32.3	)		(34.6	)		(64.3	)		(61.3	)
Receivable factoring charges		—			—			—			(1.6	)		—			(1.6	)
Other adjustments		(0.1	)		0.7			—			(4.1	)		(0.1	)		(3.4	)
Operating income/(loss)	$	15.8		$	39.9		$	(32.2	)	$	15.6		$	(16.4	)	$	55.5
Interest expense, net														(24.0	)		(34.0	)
Provision for income taxes														(6.7	)		(10.4	)
Equity in joint venture														—			7.1
Noncontrolling interest, net of tax														(2.5	)		(3.0	)
Net income/(loss) attributable to Tower Automotive, LLC													$	(49.6	)	$	15.2

See footnote 3 in “Summary—Summary Consolidated Financial Data.”

Operating Income/(Loss).    Operating income declined during the five months ended December 31, 2008 by $71.9 million or 130% from the five months ended December 31, 2007. The decline was primarily related to lower Adjusted EBITDA and, to a lesser extent, higher restructuring charges reflecting the closure of our Traverse City facility in our Americas segment in September 2008. In addition, depreciation and amortization expense increased, primarily related to the strengthening of the U.S. dollar against the Euro and Korean Won in our International segment. These factors were offset partially by a decrease in “other charges” reflecting primarily the recording of a one-time inventory charge of $4.2 million in 2007 in our Americas segment pursuant to FASB ASC No. 805.

Interest Expense, net.    Interest expense, net, decreased during the five months ended December 31, 2008 by $10 million or 29% as compared to the five months ended December 31, 2007. Interest expense decreased primarily due to the repayment of our second lien term loan prior to the five months ended December 31, 2008.

Provision (Benefit) for Income Taxes.    Provision for income taxes decreased $3.7 million or 36% during the five months ended December 31, 2008 from the five months ended December 31, 2007, reflecting primarily the decrease in pre-tax income and the mix of income in various foreign jurisdictions.

Equity in Earnings of Joint Ventures, Net of Tax.    Equity in earnings of joint ventures decreased by $7.1 million during the five months ended December 31, 2008 from the five months ended December 31, 2007 due to our selling our 40% joint venture interest in Metalsa in December 2007.

Noncontrolling Interest, Net of Tax.    The adjustment to our earnings required to give effect to the elimination of minority interests decreased by $0.5 million during the five months ended December 31, 2008 from the five months ended December 31, 2007, reflecting lower earnings at our Chinese joint ventures.

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Seven Months Ended July 31, 2008 Compared to the Seven Months Ended July 31, 2007

Industry production volumes increased during the first seven months of 2008 in all major markets except North America and Korea. The following table presents production volumes in specified regions according to CSM Worldwide^® for the seven months ended July 31, 2008 compared to the seven months ended July 31, 2007 (in millions of units produced):

	Europe		Korea	China		North America		Brazil
Seven months ended July 31, 2008	13.6		2.3	4.6		7.8		1.8
Seven months ended July 31, 2007	13.0		2.3	3.9		8.8		1.5
Increase / (decrease)	0.6		—	0.7		(1.0	)	0.3
Percentage change	5	%	—	18	%	(11	)%	20	%

The following table presents the revenues and Adjusted EBITDA for the seven months ended July 31, 2008 and July 31, 2007 (in millions) as well as an explanation of variances:

	International						Americas						Consolidated
	Revenues			Adjusted EBITDA(a)			Revenues			Adjusted EBITDA(a)			Revenues			Adjusted EBITDA(a)
Seven months ended July 31, 2008 results	$	818.1		$	107.1		$	638.7		$	49.3		$	1,456.8		$	156.4
Seven months ended July 31, 2007 results		772.1			86.0			683.4			58.6			1,455.5			144.6
Variance	$	46.0		$	21.1		$	(44.7	)	$	(9.3	)	$	1.3		$	11.8
Variance attributable to:
Volume and mix	$	(20.9	)	$	2.6		$	(75.8	)	$	(30.3	)	$	(96.7	)	$	(27.7	)
Foreign exchange		75.7			11.3			22.7			1.0			98.4			12.3
Pricing and economics		(4.6	)		(12.7	)		4.0			(9.5	)		(0.6	)		(22.2	)
Efficiencies		—			20.5			—			23.9			—			44.4
Selling, general and administrative expenses and other items		(4.2	)		(0.6	)		4.4			5.6			0.2			5.0
Total	$	46.0		$	21.1		$	(44.7	)	$	(9.3	)	$	1.3		$	11.8

(a) We have presented a reconciliation to Adjusted EBITDA below.

Revenues.    Total revenues increased during the seven months ended July 31, 2008 by $1.3 million as compared to the seven months ended July 31, 2007. The unfavorable impact of lower volume in North America and Europe was offset by the favorable impact of foreign exchange, reflecting primarily the strengthening of foreign currencies against the U.S. dollar.

In our International segment, revenues increased during the seven months ended July 31, 2008 by $46 million or 6% as compared to the seven months ended July 31, 2007. Revenue was adversely affected by lower volume in Europe and Asia. However, these factors were more than offset by the strengthening of foreign currencies against the U.S. dollar.

In our Americas segment, revenues declined during the seven months ended July 31, 2008 by $44.7 million or 7% as compared to the seven months ended July 31, 2007, reflecting primarily lower volume in North America, offset partially by the strengthening of the Brazilian Real against the U.S. dollar.

Adjusted EBITDA.    Total Adjusted EBITDA increased during the seven months ended July 31, 2008 by $11.8 million or 8% as compared to the seven months ended July 31, 2007. We had lower volumes ($21.6 million) in North America and unfavorable product mix ($6.1 million), offset partially by favorable foreign

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exchange ($12.3 million). All other items were net favorable by $27.2 million—reflecting favorable efficiencies ($44.4 million) and favorable SG&A expenses ($5 million), offset partially by unfavorable pricing and economics ($22.2 million), principally product pricing and labor costs. The reduction in SG&A and other items reflected primarily restructuring savings achieved during the seven months ended July 31, 2008 from restructuring actions in 2007.

In our International segment, Adjusted EBITDA increased during the seven months ended July 31, 2008 by $21.1 million or 25% as compared to the seven months ended July 31, 2007, reflecting better product mix ($3.9 million) and favorable exchange ($11.3 million), offset partially by lower volume in Asia ($1.3 million). All other items were net favorable by $7.2 million—reflecting primarily favorable efficiencies ($20.5 million), offset partially by unfavorable pricing and economics ($12.7 million).

In our Americas segment, Adjusted EBITDA declined during the seven months ended July 31, 2008 by $9.3 million or 16% as compared to the seven months ended July 31, 2007, reflecting primarily lower volume ($20.3 million) and unfavorable mix ($10.0 million). All other items (excluding foreign exchange, which had a negligible impact) were net favorable by $20 million, reflecting favorable efficiencies ($23.9 million) and reduced SG&A expenses ($5.6 million), offset partially by unfavorable pricing and economics ($9.5 million). We reduced SG&A and other items primarily as a result of $4.8 million of restructuring savings that were achieved during the seven months ended July 31, 2008 from restructuring actions in 2007.

A reconciliation of Adjusted EBITDA and net loss for the periods presented is set forth below (in millions):

	International						Americas						Consolidated
	Seven Months Ended July 31,						Seven Months Ended July 31,						Seven Months Ended July 31,
	2008			2007			2008			2007			2008			2007
	Successor			Predecessor			Successor			Predecessor			Successor			Predecessor
Adjusted EBITDA	$	107.1		$	86.0		$	49.3		$	58.6		$	156.4		$	144.6
Intercompany charges		10.8			2.8			(10.8	)		(2.8	)		—			—
Restructuring		(0.1	)		(0.9	)		3.8			(21.5	)		3.7			(22.4	)
Depreciation and amortization		(50.4	)		(38.9	)		(55.6	)		(51.6	)		(106.0	)		(90.5	)
Receivable factoring charges		—			—			(0.7	)		(1.7	)		(0.7	)		(1.7	)
Other adjustments		(3.0	)		—			—			—			(3.0	)		—
Operating income (loss)	$	64.4		$	49.0		$	(14.0	)	$	(19.0	)	$	50.4		$	30.0
Interest expense, net														(36.2	)		(65.5	)
Chapter 11 and related reorganization items														—			(62.2	)
Provision for income taxes														(12.8	)		(15.0	)
Equity in joint venture														—			12.4
Noncontrolling interest, net of tax														(4.1	)		(5.4	)
Loss from discontinued operations														—			(0.3	)
Net loss attributable to Tower Automotive, LLC in 2008 and attributable to the Predecessor in 2007													$	(2.7	)	$	(106.0	)

See footnote 3 in “Summary —Summary Consolidated Financial Data.”

Operating Income (Loss).    Operating income increased during the seven months ended July 31, 2008 by $20.4 million or 68% as compared to the seven months ended July 31, 2007. The increase was primarily related to lower restructuring charges and, to a lesser extent, higher Adjusted EBITDA. Restructuring charges decreased due to the closing of our Upper Sandusky, Kendallville, Granite City and Milan facilities in our Americas segment during 2007 as we attempted to better align our capacity with demand. During 2008, we had restructuring income resulting from ongoing recoveries of a cancellation of a claim on an old customer program relating to our closed facility in Milwaukee, Wisconsin. These factors were offset partially by an increase in depreciation and amortization expense due to revaluation of the depreciable base as a result of the 2007

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acquisition. In addition, we incurred approximately $3 million in professional fees during 2008, recorded in “other adjustments” above, related to a potential acquisition in Germany.

Interest Expense, net.    Interest expense, net, decreased during the seven months ended July 31, 2008 by $29.3 million or 45% as compared to the seven months ended July 31, 2007. Interest expense decreased primarily due to a revised capital structure that was implemented on the acquisition date.

Chapter 11 and Related Reorganization Items.    We were acquired by Cerberus; therefore, the Company did not incur any Chapter 11 or related reorganization charges in 2008.

Provision (Benefit) for Income Taxes.    Provision for income taxes decreased $2.2 million or 15% during the seven months ended July 31, 2008 as compared to the seven months ended July 31, 2007, primarily reflecting the mix of income in the various foreign taxing jurisdictions.

Equity in Earnings of Joint Ventures, Net of Tax.    Equity in earnings of joint ventures decreased by $12.4 million during the seven months ended July 31, 2008 as compared to the seven months ended July 31, 2007 due to our selling a 40% joint venture interest in Metalsa in December 2007.

Noncontrolling Interest, Net of Tax.    The adjustment to our earnings required to give effect to the elimination of minority interests decreased by $1.3 million or 24% during the five months ended December 31, 2008 from the five months ended December 31, 2007 due to lower earnings at our China joint ventures.

Restructuring

We restructure our global operations in an effort to align our capacity with demand and to reduce our costs. Restructuring costs include employee termination benefits and other incremental costs resulting from restructuring activities. These incremental costs principally include equipment and personnel relocation costs. Restructuring costs are recognized in our consolidated financial statements in accordance with FASB ASC No. 410 and appear in our statement of operations under a line item entitled “restructuring and asset impairment charges, net.” We believe the restructuring actions discussed below will help our efficiency and results of operations on a going forward basis.

In September 2008, we announced the closure of our Traverse City, Michigan facility (the facility has ceased production, although some operations remain). Charges of $4 million and $4.5 million were recognized during the years ended December 31, 2009 and 2008, respectively. The charges incurred during 2009 were comprised of $100,000 of severance costs, $1.8 million for an additional impairment charge on the Traverse City facility and $2.1 million of other exit costs. The charges incurred during 2008 were comprised of $4.4 million of severance costs and $100,000 of other exit costs.

In July 2009, we announced that we had ceased production at our press shop in Bergisch Gladbach, Germany. This closure impacted 57 colleagues. Total estimated costs of the closure of this facility are $10.2 million, which is comprised of $9.1 million of employee costs and $1.1 million of other exit costs. We recorded the entire charge of $10.2 million in 2009 relating to the closure of the Bergisch press shop. We expect to incur cash outlays of $7.7 million during 2010 related to this action. In connection with our prior restructuring actions and current activities other than our Bergisch press shop and Traverse City closure, we recorded restructuring charges of approximately $6.1 million during 2009. We expect to continue to incur additional restructuring expense in 2010 primarily related to previously announced restructuring actions. We do not anticipate that any additional expense will be significant with respect to previously announced actions.

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Quarterly Results

The following table sets forth certain summary unaudited financial information (dollars in millions) regarding our consolidated results of operations, including a reconciliation of net income/(loss) to Adjusted EBITDA, for each of the past eight quarters.

	Year Ended December 31, 2008
	Quarter Ended March 31			Quarter Ended June 30			Quarter Ended Sept. 30			Quarter Ended Dec. 31
Revenues	$	621.9		$	667.6		$	500.8		$	381.4
Cost of sales		571.8			586.8			475.7			357.0
Selling, general and administrative expenses		35.1			37.1			35.1			31.3
Operating income/(loss)		15.3			45.1			(9.9	)		(16.5	)
Interest expense, net		16.2			14.8			14.7			14.5
Provision for income taxes		3.2			8.2			2.1			6.0
Net income/(loss) attributable to Tower Automotive, LLC	$	(5.6	)	$	20.1		$	(28.4	)	$	(38.4	)
Adjustments:
Noncontrolling interest, net of tax.		1.5			2.0			1.8			1.3
Provision for income taxes		3.2			8.2			2.1			6.0
Interest expense, net		16.2			14.8			14.7			14.5
Receivable factoring charges		0.3			0.4			—			—
Depreciation and amortization		42.4			43.9			46.6			37.4
Restructuring		(1.1	)		(2.2	)		(0.9	)		9.0
Other adjustments		3.1			—			—			—
Adjusted EBITDA(a)	$	60.0		$	87.2		$	35.9		$	29.8
Adjusted EBITDA margin		9.6	%		13.1	%		7.2	%		7.8	%

(a) “Adjusted EBITDA” is described in footnote 3 in “Prospectus Summary—Summary Consolidated Financial Data.”

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	Year Ended December 31, 2009
	Quarter Ended March 31			Quarter Ended June 30			Quarter Ended Sept. 30			Quarter Ended Dec. 31
Revenues	$	320.0		$	377.8		$	435.6		$	501.0
Cost of sales		322.8			359.1			395.6			459.3
Selling, general and administrative expenses		26.3			27.0			30.1			34.9
Operating income (loss)		(29.7	)		(7.8	)		7.2			(6.6	)
Interest expense, net		13.5			13.7			13.3			16.4
Provision (benefit) for income taxes.		(1.5	)		4.3			2.5			(6.4	)
Net income/(loss) attributable to Tower Automotive, LLC	$	(43.0	)	$	4.0		$	(9.9	)	$	(19.0	)
Adjustments:
Noncontrolling interest, net of tax.		1.4			2.6			2.5			2.4
Provision (benefit) for income taxes		(1.5	)		4.3			2.5			(6.4	)
Other (income)/loss, net		—			(32.5	)		(1.2	)		—
Interest expense, net		13.5			13.7			13.3			16.4
Receivable factoring charges		—			0.2			0.2			0.4
Depreciation and amortization		40.1			39.4			36.4			31.8
Restructuring		—			(1.1	)		2.1			12.4
Adjusted EBITDA(a)	$	10.5		$	30.6		$	45.9		$	38.0
Adjusted EBITDA margin		3.3	%		8.1	%		10.5	%(b)		7.6	%(c)

(a) “Adjusted EBITDA” is described in footnote 3 in “Prospectus Summary—Summary Consolidated Financial Data.”

(b) During the third quarter of 2009, Adjusted EBITDA was positively impacted by one-time adjustments of $3 million related to our workers’ compensation accrual and $3.1 million related to recoveries of expenditures for customer-funded tooling we use in our manufacturing operations.

(c) During the fourth quarter of 2009, Adjusted EBITDA was adversely impacted by a one-time $4.1 million provision associated with a VAT audit in Brazil. In addition, we recorded an incremental bonus accrual of $3.3 million. See “Compensation Discussion and Analysis—2009 Tower Bonus Plan.”

Liquidity and Capital Resources

General

We generally expect to fund expenditures for operations, administrative expenses, capital expenditures and debt service obligations with internally generated funds from operations, and satisfy working capital needs from time-to-time with borrowings under our revolving credit facility or use of cash on hand. We believe that we will be able to meet our debt service obligations and fund our short-term and long-term operating requirements for at least the next twelve months with cash flow from operations and borrowings under our revolving credit facility, although no assurance can be given in this regard.

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Cash Flows and Working Capital

The following table shows the components of our cash flows for the periods presented:

	Successor									Predecessor
	Year Ended December 31,						Five Months Ended December 31, 2007			Seven Months Ended July 31, 2007
	2009			2008
							(millions)
Net cash provided by (used in):
Operating activities	$	48.9		$	200.6		$	118.2		$	18.3
Investing activities		(86.0	)		(126.8	)		(676.3	)		(53.4	)
Financing activities		50.8			(32.3	)		651.4			53.0

Net Cash Provided by Operating Activities

During 2009, we generated $48.9 million of cash flow from operations compared with $200.6 million in 2008. The primary reason for this reduction resulted from lower volumes related to the global economic downturn that substantially reduced our revenues and profitability. Although our operating cash flows were substantially decreased, we were nevertheless able to generate $9 million of cash from working capital items, reflecting our efforts to reduce the amount of working capital needed in our business. During 2008, we were able to generate a $87.3 million benefit from working capital items, reflecting primarily our efforts to match the payment terms on which we paid our suppliers with the payment terms on which our customers paid us. This reversed a trend that the Predecessor experienced during its bankruptcy proceedings, when suppliers were demanding shorter payment terms.

We manage our working capital by monitoring key metrics principally associated with inventory, accounts receivable and accounts payable. We have implemented various inventory control processes which allow us to reduce inventory days on hand. As a result, our inventory levels decreased from $110.5 million at December 31, 2007 to $76.2 million at December 31, 2008 and to $62.6 million at December 31, 2009. We also have continued our efforts to match the terms on which we pay our suppliers with the payment terms we receive from our customers in an effort to remain cash flow neutral with respect to our trade payables and receivables.

Net Cash Used in Investing Activities

Net cash utilized in investing activities was $86 million during 2009 compared to net cash utilized of $126.8 million during 2008. The $40.8 million decrease in cash used in investing activities for 2009 reflects our using $30.6 million of cash in 2008 to buy-out equipment leases, which resulted in operating improvements. In addition, we used cash to pay the consideration in connection with the 2007 acquisition.

Net Cash Provided by Financing Activities

Net cash provided by financing activities was $50.8 million during 2009 compared to net cash utilized of $32.3 million during 2008. The $83.1 million change was attributable primarily to increased borrowings in 2009 to offset some of the negative cash impact resulting from the significant downturn in the global economy. In contrast, during 2008 we used $27.9 million to repay in full of our second lien term loan.

Sources and Uses of Liquidity

As of December 31, 2009, we had available liquidity in the amount of $238.1 million, which consisted of $149.8 million of cash and cash equivalents on hand and unutilized borrowing availability of $75.5 million under our United States credit facilities and $12.8 million under our foreign credit facilities. As of December 31, 2008, we had available liquidity in the amount of $236 million.

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During 2009, despite the tightening of credit in our industry, we were able to increase borrowings in certain of our foreign jurisdictions, including additional borrowings in Korea, new borrowings in Brazil and increasing certain account receivable factoring lines in Europe. All of these actions helped to offset the declining cash flow from operating activities arising from the significant downturn in our revenues.

As of December 31, 2009, we had current maturities of long term debt of $141.6 million, of which $92.4 million related to debt in South Korea, $29.1 million related to receivable factoring in Europe, and $13.3 million related to debt in Brazil. The majority of our South Korean debt and all of our Brazilian debt is subject to annual renewal. Historically, we have been successful in renewing this debt on an annual basis, but we cannot assure you that this debt will continue to be renewed or, if renewed, that this debt will continue to be renewed under the same terms. The receivable factoring in Europe consists of uncommitted, demand facilities which are subject to termination at the discretion of the banks, although we have not experienced any terminations by the banks at any time since the 2007 acquisition. We believe that we will be able to continue to renew the majority of our South Korean and Brazilian debt and to continue the receivable factoring in Europe.

Debt

As of December 31, 2009, we had outstanding indebtedness, excluding capital leases, of approximately $651.9 million, which consisted of the following:

• $24.5 million of indebtedness outstanding under our asset-based lending revolving credit facility;

• $204.3 million of indebtedness outstanding on the United States portion of our first lien term loan;

• $266.7 million of indebtedness outstanding on the European portion of our first lien term loan; and

• $156.4 million of other foreign subsidiary indebtedness.

Advances under our asset-based revolving credit facility, which we refer to as our ABL revolver, bear interest at a base rate plus a margin or at LIBOR plus a margin. The applicable margin is determined by reference to the average availability under the ABL revolver over the preceding three months. The applicable margins as of December 31, 2009 were 0.75% and 1.75% for base rate and LIBOR based borrowings, respectively. As of December 31, 2009, there was $100.3 million of borrowing availability under the ABL revolver which accounts for $0.3 million of letters of credit outstanding. Our ABL revolver expires in July 2012.

Our first lien term loan was borrowed in two tranches, a $250 million tranche and the Euro equivalent of a $260 million (or €190.8 million) tranche. Our first lien term loan carried an initial rate of interest equal to 4.00% per annum plus the applicable U.S. Dollar LIBOR or EURIBOR rate. Subsequently, the applicable margin has increased to 4.25% per annum. As of December 31, 2009, the interest rates in effect were 4.56% per annum and 4.86% per annum on the U.S. Dollar and Euro tranches, respectively. Our first lien term loan matures in July 2013.

Our other foreign subsidiary indebtedness consists primarily of borrowings in South Korea and Brazil and factoring in Italy. Factoring involves the sale of our receivables at a discount; such discount is included in interest expense. A majority of the South Korean debt and all of the Brazilian debt is subject to annual renewal. The factoring in Italy consists of uncommitted demand facilities which are subject to termination at the discretion of the applicable banks. Interest on the South Korean borrowings ranges from 3.95% to 9.96% per annum. Interest on the Brazilian debt ranges from 12.7% to 18.85% per annum.

Our ABL revolver contains a financial maintenance covenant ratio, which we refer to as the fixed charge coverage ratio. Compliance with the fixed charge coverage ratio is determined by comparing consolidated lender-adjusted EBITDA to consolidated fixed charges, each as defined in the credit agreement governing our ABL revolver. If we have less than ten percent of the total commitment available (provided that such number cannot be less than $10 million or greater than $20 million) available under our ABL revolver for more than five

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consecutive days, we are required to maintain a fixed charge coverage ratio of not less than 1.00 to 1.00 on a rolling four quarter basis. We were not required to maintain a minimum fixed charge coverage ratio under our ABL revolver during 2009. If we are required at any time to maintain the fixed charge coverage ratio, such requirement will end after we have more than ten percent of the total commitment available (provided that such number cannot be less than $10 million or greater than $20 million) for twenty consecutive days.

Our first lien term loan contains a leverage covenant ratio, which we refer to as the first priority leverage ratio. Compliance with this ratio is determined by comparing our first priority debt to consolidated lender-adjusted EBITDA, each as defined in the credit agreement governing our first lien term loan. We are required to maintain a first priority leverage ratio of not greater than 4.25 to 1.00 on a rolling four quarter basis. In addition, our first lien term loan contains a financial maintenance covenant ratio referred to as the interest coverage ratio, which is determined by comparing consolidated lender-Adjusted EBITDA to consolidated interest expense, excluding amounts not paid or payable in cash, each as defined in the credit agreement governing our first lien term loan. We are required to maintain an interest coverage ratio of not less than 2.00 to 1.00 on a rolling four quarter basis. As of December 31, 2009, we were in compliance with the required leverage ratio and interest coverage ratio covenants. Our financial condition and liquidity would be adversely impacted by the violation of any of our covenants.

For further information regarding our credit facilities, see “Description of Certain Indebtedness.”

We anticipate actively considering opportunities to refinance our first lien term loan during 2010. Given the current state of the credit markets, any new indebtedness would likely contain higher interest rates and more stringent covenants than those contained in the first lien term loan.

Capital and Operating Leases

We maintain capital leases mainly for a manufacturing facility and certain manufacturing equipment. We have several operating leases, including leases for office and manufacturing facilities and certain equipment, with lease terms expiring between the years 2010 and 2020. As of December 31, 2009, our total future operating lease payments amounted to $125.6 million and the present value of minimum lease payments under our capital leases amounted to $17.4 million. As of December 31, 2009, we were committed to making lease payments of not less than $23.4 million on our operating leases and not less than $3 million on our capital leases during 2010.

Capital Expenditures

In general, we are awarded new automotive business two to five years prior to the launch of a particular program. During the pre-launch period, we typically invest significant resources in the form of capital expenditures for the purchase and installation of the machinery and equipment necessary to manufacture the related products. Capital expenditures for the years ended December 31, 2009 and 2008 were $78.9 million and $129.1 million, respectively. During the year ended December 31, 2008, we spent $30.6 million to buy-out certain equipment leases. Our Adjusted EBITDA improved by approximately $14.6 million per year as a result of these lease termination payments. Our capital spending for 2010 will include not only expenditures to support our automotive business but also the establishment of a facility for the manufacture of large stamped mirror-facet panels and welded support structures. We estimate approximately $110 million for capital expenditures in 2010, consisting of $70 to $75 million for our automotive business and $30 to $35 million (net of government and other incentives) for the build-out of a solar facility to be located in Arizona.

Off-Balance Sheet Obligations

Our only off-balance sheet obligations consist of our obligations under our letter of credit facility that is part of our first lien term loan facility. As of December 31, 2009, letters of credit outstanding were $27.3 million under our letter of credit facility.

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Our letter of credit facility was fully cash collateralized by third parties for purposes of replacing or backstopping letters of credit outstanding. The cash collateral was deposited by the third parties in a trust account, and we have no right, title or interest in the trust account. Applicable fees are 4.5% of the aggregate letters of credit outstanding for commissions and fronting fees and a deposit fee of 0.15% based on the amount of the cash collateral deposit.

Contractual Obligations and Commercial Commitments

Our contractual obligations and commercial commitments as of December 31, 2009 are summarized below (in millions):

	Payments Due by Period
Contractual Obligations	Total		Less than 1 year		1-3 years		4-5 years		After 5 years
Long-term debt (including current portion):
Asset based revolving credit facility	$	24.5	$	—	$	24.5	$	—	$	—
First lien term borrowings:
U.S. dollar denominated tranche		204.3		2.1		4.2		198.0		—
Euro denominated tranche		266.7		2.7		5.4		258.6		—
Other foreign subsidiary indebtedness		156.4		134.7		21.7		—		—
Cash interest payments		145.5		43.9		80.8		20.8		—
Pension contributions(a)		111.2		9.7		40.0		37.5		24.0
VEBA payments(b)		1.8		1.2		0.6		—		—
Expected tax payments(c)		10.7		2.8		3.2		4.1		0.6
Capital and tooling purchase obligations(d)		92.8		92.8		—		—		—
Capital lease obligations		22.3		2.9		4.4		3.4		11.6
Operating leases		125.6		23.4		30.3		21.4		50.5
Total contractual obligations at December 31, 2009	$	1,161.8	$	316.2	$	215.1	$	543.8	$	86.7

(a) Represents expected future contributions required to achieve an actuarially determined completely funded status for our pension plan.

(b) Represents obligations assumed pursuant to the 2007 acquisition to make contributions to a Voluntary Employee Benefit Association, or VEBA, trust to administer medical insurance benefits.

(c) Represents payments expected to be made to various governmental agencies relating to certain tax positions taken by our company pursuant to FASB ASC 450 “Accounting for Uncertain Tax Positions.”

(d) Represents obligations under executory purchase orders related to capital and tooling expenditures.

Our purchase orders for inventory are based on demand and do not require us to purchase minimum quantities.

Quantitative and Qualitative Analysis of Market Risk

Market risk is the potential loss arising from adverse changes in market rates and prices. We are exposed to market risk in the normal course of our business operations due to our purchases of steel, our sales of scrap steel, our ongoing investing and financing activities and our exposure to foreign currency exchange rates. We have established policies and procedures to govern our management of market risks.

Commodity Pricing Risk

Steel is the primary raw material that we use. We purchase a portion of our steel from certain of our customers through various OEM resale programs. The purchases through customer resale programs have

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buffered the impact of price swings associated with the procurement of steel. The remainder of our steel purchasing requirements are met through contracts with steel mills. At times, we may be unable to either avoid increases in steel prices or pass through any price increases to our customers. We refer to the “net steel impact” as the combination of the change in steel prices that are reflected in product pricing, the change in the cost to procure steel from the mill, and the change in our recovery of scrap steel, which we refer to as offal. Our strategy is to be economically indifferent to steel pricing by having these factors offset each other. While we strive to achieve a neutral net steel impact, we are not always successful in achieving that goal, in large part due to timing differences. Depending upon when a steel price change or offal price change occurs, that change may have a disproportionate effect, within any particular fiscal period, on our product pricing, our steel costs and the results of our sales of scrap steel. Net imbalances in any one particular fiscal period may be reversed in a subsequent fiscal period, although we can not assure you that, or when, these reversals will occur.

Interest Rate Risk

At December 31, 2009, we had total debt of $651.9 million, consisting of fixed rate debt of $362.3 million (56%) and floating rate debt of $289.6 million (44%). We were required by our credit agreements to enter into two interest rate swap agreements during the third quarter of 2007 with notional principal amounts of $182.5 million and €100 million. These derivative agreements, which expire on August 31, 2010, effectively fix interest rates at 5.06% and 4.62%, respectively, on a portion of our floating rate debt. Assuming no changes in the monthly average variable-rate debt levels of $287.5 million and $289.2 million for the twelve months ended December 31, 2009 and 2008, respectively, and giving effect to our interest rate swap agreements, we estimate that a hypothetical change of 100 basis points in the LIBOR and alternate base rate interest rates would have impacted interest expense for each of the years ended December 31, 2009 and 2008 by $2.9 million. A 100 basis point increase in interest rates would not materially impact the fair value of our fixed rate debt.

Foreign Exchange Risk

A significant portion of our revenues is derived from manufacturing operations in Europe, Asia and South America. The results of operations and financial condition of our non-United States. businesses are principally measured in their respective local currency and translated into U.S. dollars. The effects on us of foreign currency fluctuations in Europe, Asia and South America are mitigated by the fact that expenses are generally incurred in the same currency in which revenues are generated, since we strive to manufacture our products in close proximity to our customers. Nevertheless, the reported income of our foreign subsidiaries will be higher or lower depending on a weakening or strengthening of the U.S. dollar against the respective foreign currencies.

Assets located in our foreign facilities are translated into U.S. dollars at foreign currency exchange rates in effect as of the end of each reporting period. The effect of such translations is reflected as a separate component of consolidated stockholders’ equity (deficit). As a result, our consolidated stockholders’ equity (deficit) will fluctuate depending upon the weakening or strengthening of the U.S. dollar against the respective foreign currencies.

Our strategy for managing currency risk relies primarily upon conducting business in a foreign country in that country’s currency. We may, from time to time, also participate in hedging programs intended to reduce our exposure to currency fluctuations. We believe that the effect of a 100 basis point movement in foreign currency rates against the U.S. dollar would not have materially affected our consolidated financial condition, results of operations or cash flows for the years ended December 31, 2008 and 2009.

Inflation

Despite recent declines, we have experienced a continued rise in inflationary pressures impacting certain commodities, such as petroleum-based products, resins, yarns, ferrous metals, base metals and certain chemicals. Additionally, because we purchase various types of equipment, raw materials and component parts from our

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suppliers, we may be adversely affected by their inability to adequately mitigate inflationary, industry, or economic pressures. These pressures have proven to be insurmountable to some of our suppliers and we have seen the number of bankruptcies and insolvencies in our industry increase. The overall condition of our supply base may possibly lead to delivery delays, production issues or delivery of non-conforming products by our suppliers in the future. As such, we continue to monitor our vendor base for the best sources of supply and work with those vendors and customers to attempt to mitigate the impact of the pressures mentioned above.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect amounts reported in those statements. We have made our best estimates of certain amounts contained in our consolidated financial statements. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities. However, application of our accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ materially from these estimates. Management believes that the estimates, assumptions, and judgments involved in the accounting policies described below have the most significant impact on our consolidated financial statements.

Use of Estimates

In order for us to prepare our consolidated financial statements in conformity with GAAP, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Generally, matters subject to estimation and judgment include amounts related to accounts receivable realization, inventory obsolescence, unsettled pricing discussions with customers and suppliers, fair value measurements, pension and other postretirement benefit plan assumptions, restructuring reserves, self-insurance accruals, asset valuation reserves and accruals related to environmental remediation costs, asset retirement obligations and income taxes. Actual results may be materially different than the estimates that we record in the consolidated financial statements.

Revenue Recognition

We recognize revenue once the criteria in FASB ASC 605, Revenue Recognition, have been met. These criteria are that persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, our price to the buyer is fixed or determinable, and collectability is reasonably assured.

We recognize revenue as our products are shipped to our customers, at which time title and risk of loss passes to the customer. We participate in certain customers’ steel resale programs. Under these programs, we purchase steel directly from a customer’s designated steel supplier for use in manufacturing products for that customer. We take delivery and title to such steel and we bear the risk of loss and obsolescence. We invoice our customers based upon annually negotiated selling prices, which inherently includes a component for steel under these resale programs. For sales for which we participate in a customer’s steel resale program, revenue is recognized on the entire amount of the sales, including the component for purchases under that customer’s steel resale program.

We are generally asked to provide annual price reductions by our customers. When negotiations are underway and negotiated prices are expected to be retroactive, we accrue for such amounts as a reduction of revenue as products are shipped. We record adjustments to those accruals in the period in which the pricing is finalized with the customer or if it becomes probable and estimable that pricing negotiated with customers will vary from previous assumptions.

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We enter into agreements to produce products for our customers at the beginning of a given vehicle program life. Once we enter into these agreements, fulfillment of the customers’ purchasing requirements is our obligation for the entire production period of the vehicle programs, which range from three to ten years, and generally we have no provisions to terminate these contracts. Additionally, we monitor the aging of uncollected billings and adjust the accounts receivable allowance on a quarterly basis as necessary, based on our evaluation of the probability of collection. The adjustments we have made due to the write-off of uncollectible amounts have been negligible.

Restructuring Reserves

We have recognized accruals in relation to restructuring reserves, which require the use of estimates and judgment regarding risk, loss exposure and ultimate liability. Reserves for restructuring activities are estimated primarily for activities associated with the discontinuation and consolidation of certain operations of our company. Changes to these assumptions and estimates could materially affect the recorded liabilities and related loss.

Reserves for Workers’ Compensation Liability

We provide for estimated medical and indemnity compensation costs related to workers’ compensation liabilities when it becomes probable that a liability has been incurred and reasonable estimates of such costs are available. Estimates for accruals for workers’ compensation liability matters are based on historical patterns of the number of occurrences, costs incurred and a range of potential outcomes. We also utilize the assistance of independent advisors to assist in analyzing the adequacy of these reserves.

Allowance for Doubtful Accounts

We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our trade customers to make required payments. We provide an allowance for specific customer accounts where collection is doubtful and also provide an allowance for customer deductions based on historical collection and write-off experience. Additional allowances would be required if the financial condition of our customers deteriorated. Bad debt expense is not material for any periods presented.

Fair Value Measurements

We adopted FASB ASC No. 820, Fair Value Measurements, on January 1, 2008 for current assets and liabilities and on January 1, 2009 for non-current assets and liabilities. FASB ASC No. 820 (i) creates a single definition of fair value, (ii) establishes a framework for measuring fair value and (iii) expands disclosure requirements about items measured at fair value. FASB ASC No. 820 applies both to items recognized and reported at fair value in the financial statements and items disclosed at fair value in the notes to the financial statements. FASB ASC No. 820 does not change existing accounting rules governing what can or what must be recognized and reported at fair value in the financial statements, or disclosed at fair value in the notes to the financial statements. Additionally, FASB ASC No. 820 does not eliminate practicability exceptions that exist in accounting pronouncements amended by FASB ASC No. 820 when measuring fair value. As a result, we will not be required to recognize any new assets or liabilities at fair value.

Prior to the adoption of FASB ASC No. 820, certain measurements of fair value were based on the price that would be paid to acquire an asset, or received to assume a liability (an entry price). FASB ASC No. 820 clarifies the definition of fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date (that is, an exit price). The exit price is based on the amount that the holder of the asset or liability would receive or need to pay in an actual transaction, or in a hypothetical transaction if an actual transaction does not exist, at the measurement date. In some circumstances, the entry and exit price may be the same; however, they are conceptually different.

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Fair value is generally determined based on quoted market prices in active markets for identical assets or liabilities. If quoted market prices are not available, we use valuation techniques that place greater reliance on observable inputs and less reliance on unobservable inputs. In measuring fair value, we may make adjustments for risks and uncertainties, if a market participant would include such an adjustment in its pricing.

FASB ASC No. 820 establishes a fair value hierarchy that distinguishes between assumptions based on market data, referred to as observable inputs, and our assumptions, referred to as unobservable inputs. Determining where an asset or liability falls within that hierarchy depends on the lowest level input that is significant to the fair value measurement as a whole. An adjustment to the pricing method used within either level 1 or level 2 inputs could generate a fair value measurement that effectively falls in a lower level in the hierarchy. The hierarchy consists of three broad levels as follows:

Level 1: Quoted market prices in active markets for identical assets and liabilities;

Level 2: Inputs other than level 1 inputs that are either directly or indirectly observable; and

Level 3: Unobservable inputs developed using our estimates and assumptions, which reflect those that market participants would use.

	Fair value measurements at December 31, 2009 using:
	Quoted prices in active markets for identical assets	Significant other observable inputs	Significant unobservable inputs
	Level 1	Level 2	Level 3	Total
Liabilities:
Interest rate swap	Not applicable	$10.6 million	Not applicable	$10.6 million
Total long-term debt	Not applicable	Not applicable	$651.9 million	$651.9 million

As shown above, we value our interest rate swap using significant other observable inputs. The fair value is determined using third-party valuation models. The third party valuation models use quoted interest rate curves to calculate the forward value and then discount the forward values to the present period. We value our long-term debt using significant unobservable inputs. The fair value was determined based on estimated fair value of comparable instruments.

The determination of where an asset or liability falls in the hierarchy requires significant judgment. We evaluate our hierarchy disclosures each quarter based on various factors, and it is possible that an asset or liability may be classified differently from quarter to quarter. However, we expect that changes in classifications between different levels will be rare.

Most derivative contracts are not listed on an exchange and require the use of valuation models. Consistent with FASB ASC No. 820, we attempt to maximize the use of observable market inputs in our models. When observable inputs are not available, we default to unobservable inputs.

Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of net assets acquired. Goodwill is not amortized but is tested for impairment on at least an annual basis. In accordance with FASB ASC No. 350, Intangibles—Goodwill and Other, goodwill is reviewed for impairment utilizing a two-step process. The first step of the impairment test requires the identification of the reporting units, and comparison of the fair value of each of these reporting units to the respective carrying value. We define our reporting units as Europe, Asia, North America, and South America. The recoverability of goodwill is evaluated at the following reporting units for which goodwill exists: Europe and South America. These reporting units exist at a lower level than our reportable segments. If the carrying value is less than the fair value, no impairment exists and the second step is not performed. In the second step, the impairment is computed by comparing the implied fair value of reporting

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unit goodwill with the carrying amount of that goodwill. FASB ASC No. 350 requires goodwill to be tested for impairment annually at the same time every year, and when an event occurs or circumstances change such that it is reasonably possible that impairment may exist. The annual impairment test is performed at year end.

We utilize an income approach to estimate the fair value of each of our reporting units. The income approach is based on projected debt free cash flow which is discounted to the present value using discount factors that consider the timing and risk of cash flows. We believe that this approach is appropriate because it provides a fair value estimate based upon the reporting units’ expected long-term operating cash flow performance. This approach also mitigates the impact of cyclical trends that occur in the industry. Fair value is estimated using recent automotive industry and specific platform production volume projections, which are based on internally-developed forecasts, as well as commercial, wage and benefit, inflation and discount rate assumptions. Other significant assumptions include terminal value growth rates, terminal value margin rates, future capital expenditures, known restructuring actions, and changes in future working capital requirements. While there are inherent uncertainties related to the assumptions used and to management’s application of these assumptions to this analysis, we believe that the income approach provides a reasonable estimate of the fair value of our reporting units. However, our assumptions and estimates may differ significantly from actual results. We also use a second approach, which is the market multiple approach, to test the reasonableness of the income approach.

Our 2009 and 2008 annual goodwill impairment analysis, completed as of each year end, indicated that the carrying value of the Europe and South America reporting units was less than the respective fair values; thus, no impairment existed at either date.

Income Taxes

We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. We record net deferred tax assets to the extent we believe that these assets will more likely than not be realized. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. Valuation allowances have been recorded where it has been determined that it is more likely than not that we will not be able to realize the net deferred tax assets. Due to the significant judgment involved in determining whether deferred tax assets will be realized, the ultimate resolution of these items may be materially different from the previously estimated outcome.

Pursuant to ASC 740, we have allocated a tax benefit of $4.9 million to continuing operations due to the gain in other comprehensive income offsetting a portion of the losses from continuing operations. There is a corresponding tax provision of $4.9 million charged to other comprehensive income.

Reserves for taxes are established for taxes that may become payable in future years as a result of audits by tax authorities. These tax reserves are reviewed as circumstances warrant and adjusted as events occur that affect our potential liability for additional taxes, such as conclusion of tax audits, identification of new issues, changes in federal or state laws or interpretations of the law.

Impairment and Depreciation of Long-Lived Assets

Our long-lived assets are reviewed for impairment whenever adverse events or changes in circumstances indicate a possible impairment. An impairment loss is recognized when the carrying value of a long-lived asset exceeds its fair value based upon undiscounted future cash flows generated by the asset. Significant judgments and estimates used by management when evaluating long-lived assets for impairment cover, among other things, the following:

• program product volumes and remaining production life for parts produced on the assets being reviewed;

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• product pricing over the remaining life of the parts, including an estimate of future customer price reductions which may be negotiated;

• product cost information, including an assessment of the success of our cost reduction activities; and

• assessments of future alternative applications of specific long-lived assets based on awarded programs.

In addition, we follow our established accounting policy for estimating useful lives of long-lived assets. This policy is based upon significant judgments and estimates as well as historical experience. Actual future experience with those assets may indicate different useful lives resulting in a significant impact on depreciation expense.

Pension and Other Postretirement Benefits

The determination of the obligation and expense for pension and other postretirement benefits is dependent on the selection of certain assumptions used by actuaries in calculating such amounts. Those assumptions are described in note 11 to the consolidated financial statements and include, among others, the discount rate, expected long-term rate of return on plan assets and expected increases in compensation and healthcare costs. In accordance with generally accepted accounting principles, actual results that differ from these assumptions are accumulated and amortized over future periods and, therefore, generally affect the recognized expense and recorded obligation in such future periods. While we believe that our current assumptions are appropriate based on available information, significant differences in actual experience or significant changes in assumptions may materially affect the pension and other postretirement obligations and the future expense.

Pension and other postretirement costs are calculated based on a number of actuarial assumptions, most notably the discount rates used in the calculation of our pension benefit obligations for the years ended December 31, 2009, 2008 and 2007, respectively, of 5.75%, 6.25% and 6.25% and the discount rates used in the calculation of our postretirement benefit obligations of 6.25%, as of each of our December 31, 2009, 2008 and 2007 measurement dates, respectively. The discount rates that we use are developed based on a yield curve analysis from a third party, which calculates the yield to maturity that mirrors the timing and amounts of future benefits.

The expected rate of return on pension plan assets under FASB ASC No. 715, Compensation—Retirement Benefits, of 7.25% as of December 31, 2009 and 2008, represents our expected long-term rate of return on plan assets. The rate of return assumptions selected by us reflect our estimate of the average rate of earnings expected on the funds invested or to be invested in order to provide for future participant benefits to be paid out over time. As part of this estimate, we review the existing allocation of invested assets against expectations about future performance of similar asset allocations. Future expectations were obtained from readily available public sources. Expected future returns were adjusted for expectations regarding future investment and other expenses.

Based on our assumptions as of December 31, 2009 (the measurement date), a change in the discount rate or the expected rate of long term return on plan assets assumptions, holding all other assumptions constant, would have the following effect on our pension costs and obligations on an annual basis:

	Impact on Net Periodic Benefit Cost
	Increase			Decrease
.25% change in discount rate	$	(1,517	)	$	(1,401	)
.25% change in expected long-term rate of return		(367,701	)		367,702
	Impact on Obligation
	Increase			Decrease
.25% change in discount rate	$	(5,634,318	)	$	5,878,870

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FASB ASC No. 715 and the policies we have used, most notably the use of a calculated value of plan assets for pensions as described above, generally reduce the volatility of pension expense that would otherwise result from changes in the value of the pension plan assets and pension liability discount rates. Our pension benefits relate to our plan in the United States.

Our 2010 pension expense is estimated to be approximately $4.4 million. We expect to contribute approximately $9.7 million to our pension plans in 2010.

As of July 31, 2007, future benefit payments on our other postretirement benefit plans were capped at specified amounts to be paid through 2011. See note 11 to the consolidated financial statements.

Recent Accounting Pronouncements

For information regarding recent accounting pronouncements, see note 2 to our consolidated financial statements.

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BUSINESS

Our Company

We are a leading integrated global manufacturer of engineered structural metal components and assemblies primarily serving automotive OEMs. We offer our automotive customers a broad product portfolio, supplying body-structure stampings, frame and other chassis structures, as well as complex welded assemblies, for small and large cars, crossovers, pickups and SUVs. We have also recently entered the utility-scale solar energy market with our solar agreement to supply large stamped mirror-facet panels and welded support structures.

Our products are manufactured at 30 production facilities strategically located near our customers in North America, South America, Europe and Asia. We support our manufacturing operations through nine engineering and sales locations throughout the world. We are a disciplined, process-driven company with an experienced management team that has a proven history of implementing sustainable operational improvements. From January 1, 2008 through December 31, 2009, we achieved $195 million in manufacturing and purchasing cost reductions. We achieved these cost reductions in large part through successful implementation of Lean Six Sigma principles and rigorous application of global best practices. These cost reductions helped us achieve a 7.6% Adjusted EBITDA margin in 2009 during an historically challenging environment in the automotive industry. For the year ended December 31, 2009, we generated revenues of $1.6 billion, Adjusted EBITDA of $125 million and a net loss attributable to Tower Automotive, LLC of $67.9 million.

We believe that our product capabilities, our geographic, customer and product diversification, and the cost reductions that we achieved in 2008 and 2009 position us to benefit from a recovery in global automotive industry production. We also intend to leverage our program management and engineering expertise to pursue growth opportunities outside of our existing automotive markets, as demonstrated by our solar agreement.

Our Industry

CSM Worldwide^® projects significant growth in the global automotive market, with production expected to increase from 57 million units in 2009 to 80 million units by 2013.

CSM Worldwide^® Global Light Vehicle Production Forecast (millions of units)

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We believe OEMs produce a majority of their structural metal components and assemblies internally. While OEM policies differ and may be especially impacted by their own capacity utilization, the capital expenditures associated with internal production can be substantial. We believe that longer term, OEMs may outsource a greater proportion of their stamping requirements because of this capital and fixed-cost intensity and we may benefit from this shift in our customer preferences. In addition, we believe OEMs will increasingly favor global vehicle platforms supported by larger, more capable and financially strong suppliers. Given our global manufacturing footprint, competitive cost structure and integrated design, engineering and program management capabilities, we are well-positioned to take advantage of these potential opportunities.

Our Competitive Strengths

Geographic Diversification

We are well-diversified geographically, which positions us to participate in growth opportunities as they occur over time around the world and mitigates the impact of regional production fluctuations on our business. These potential opportunities range from near-term cyclical volume recovery in North America and Europe to continued growth in emerging markets such as Brazil and China. Proximity to end customers is especially important in our business because size and weight make our products difficult and expensive to transport. Our geographic mix of revenues for 2009, 2008 and 2007 is shown below:

Geographic Mix (% of Revenues)

	Year Ended December 31,
Region	2009		2008		2007
Europe	40	%	41	%	37	%
North America	29	%	32	%	41	%
South America	10	%	10	%	6	%
Korea	12	%	12	%	12	%
China	9	%	5	%	4	%
Total	100	%	100	%	100	%

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Customer Diversification

We have a well-diversified customer mix. In 2009, no single customer accounted for more than 17% of our revenues, and ten different OEMs individually accounted for 5% or more of our revenues. European OEMs, including Volvo and Opel, were our biggest customer group in 2009, followed by Asian OEMs, with Detroit 3 OEMs representing the smallest group, at 18% of 2009 revenues. Ford accounted for approximately 70% of our 2009 Detroit 3 revenues. With this customer diversification, we believe we are well-positioned to participate in the anticipated automotive recovery, while also mitigating our exposure to any individual customer. The below charts summarize our customer mix as a percent of revenues in 2009, 2008 and 2007.

Customer Mix (% of Revenues)

	Year Ended December 31,
Customer	2009		2008		2007
VW	17	%	14	%	11	%
Fiat	13	%	11	%	9	%
Ford	13	%	14	%	17	%
Volvo	10	%	10	%	9	%
Hyundai / Kia	10	%	11	%	12	%
Nissan	6	%	6	%	9	%
Daimler	5	%	7	%	6	%
Chrysler	5	%	7	%	8	%
Toyota	5	%	6	%	6	%
BMW	5	%	4	%	4	%
Chery	3	%	1	%	1	%
Honda	2	%	3	%	2	%
Other	6	%	6	%	6	%
Total	100	%	100	%	100	%

Customer Mix by Region (% of Revenues)

	Year Ended December 31,
OEM	2009		2008		2007
European OEMs	54	%	51	%	43	%
Asian OEMs	28	%	28	%	31	%
Detroit 3 OEMs	18	%	21	%	26	%
Total	100	%	100	%	100	%

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Platform Diversification

Our products are offered on a diverse mix of vehicle platforms, reflecting the balanced portfolio approach of our business model and the breadth of our product capabilities. We believe that our platform diversification provides us an opportunity to participate in an industry recovery without being overly exposed to a single vehicle model. We supply products to approximately 160 vehicle models globally. Our 10 largest vehicle models represented approximately 27% of our 2009 revenues.

Vehicle Platform Mix (% of Revenues)

	Year Ended December 31,
Vehicle Platform	2009		2008		2007
Small Cars	45	%	41	%	34	%
Large Cars (Includes Multi-Purpose Vehicles)	20	%	21	%	23	%
North American Framed Vehicles	17	%	18	%	25	%
Light Trucks and Other	18	%	20	%	18	%
Total	100	%	100	%	100	%

Competitive Cost Structure

We believe we have a competitive cost structure. During the Predecessor’s restructuring, while operating under bankruptcy protection, we achieved significant restructuring savings. For example, in North America the Predecessor reduced its manufacturing footprint from 23 to 12 plants, a 48% reduction. In addition, our average North American labor rate for hourly production workers, including wages and fringe benefits, was reduced by approximately 15%, to what we believe is a competitive level for our sector and froze our pension plan. We also capped our post-retirement healthcare liability to an amount which, at December 31, 2009, was $1.7 million. Following the acquisition of the Predecessor’s assets, we shifted aggressively to improve productivity and manufacturing throughput to world-class standards to further improve our cost structure. We launched eight operating efficiency initiatives through 2009, we have scheduled two additional operating efficiency initiatives for launch in 2010 and we intend to implement other efficiency programs in the future to assist us in driving costs out of our manufacturing and procurement processes.

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See “Manufacturing and Operations” below for a detailed explanation of this chart.

We measure our operating efficiencies in manufacturing and purchasing cost reductions as a percentage of our material and manufacturing costs. As a result of our process-driven initiatives, we significantly increased that annual percentage from approximately 2% in 2006 to approximately 6% in 2009 resulting in $195 million in manufacturing and purchasing cost savings from January 1, 2008 through December 31, 2009. Our focus in 2010 and beyond is to retain the benefit of these achieved cost savings as anticipated volume recovery occurs.

Operating Efficiencies vs. Prior Year

(Manufacturing and Purchasing Cost Reductions as % of Manufacturing and Material Costs)

Good Quality

Through rigorous standardization of global best practices and major process improvements such as Lean Six Sigma, we have improved our quality results, with customer-reported defects per million parts, or PPM, down to 29 in 2009.

Customer-Reported PPM

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Proven Management Team

Our senior management team has substantial industry and related operational and financial experience. In addition, the eight executives comprising our executive leadership team have been in place as a cohesive group essentially since we acquired the Predecessor’s assets in 2007. Mark Malcolm, our Chief Executive Officer since August 2007, worked for 28 years in a broad variety of roles with Ford Motor Company. Mr. Malcolm then became a senior operational adviser for Cerberus, where he led a year-long due diligence effort prior to the acquisition of the Predecessor’s assets, assessing strengths and weaknesses and developing the business plan that we have executed since the acquisition. Our Chief Operating Officer, Michael Rajkovic, worked for Ford and Visteon prior to assuming officer positions at Goodyear and U.S. Can Corporation. Jim Gouin, our Chief Financial Officer, worked for 28 years at Ford, including as Vice President, Finance and Global Corporate Controller. To maintain the quality of our management team, we engage in a comprehensive talent review and succession planning process annually.

Our Strategy

Our strategy is to strengthen our leadership position as a supplier to the global automotive industry and to expand opportunistically into non-automotive markets. We believe that our core strengths described above position us to continue to provide a high-quality, low-cost value proposition to our customers, enabling profitable growth. Specific strategic objectives include:

Profitable Revenue Growth

Our strategy for profitable revenue growth has three main pillars: organic automotive growth, expansion into solar and other non-automotive markets, and opportunistic acquisitions and joint ventures.

Organic Automotive Growth:    Although for planning purposes we are cautious about the pace of automotive industry recovery in 2010, we believe that vehicle growth will be above-average over the next three-to-five years. Having significantly improved our cost structure over the last two years, we believe that we are poised to benefit from an anticipated cyclical recovery in the European and North American markets and to grow in developing markets like Brazil and China. In terms of organic automotive growth, our planning assumption is that our growth will roughly track the growth in annual vehicle production. We will also strive to increase our share of business, while maintaining good geographic, customer and platform diversification.

Expansion into Solar and Other Non-Automotive Markets:    We intend to leverage our integrated engineering, manufacturing and program-management expertise to pursue growth opportunities in non-automotive markets. The solar industry shows promise for us, as many applications require highly engineered large stampings and complex welded structural assemblies that must be produced in high volume at repeatable tight tolerances, similar to our product requirements in the automotive industry. To date, we have won a solar agreement with expected lifetime revenue of approximately $             million. We plan to invest approximately $30 to $35 million (net of government and other incentives) in 2010 to support this agreement, including investing in a new facility in the southwest United States that could provide a base for additional expansion. We believe the solar industry in the United States and globally has the potential to grow at an average rate substantially greater than the trend rate for the automotive industry. Beyond solar, we believe there may be similar opportunities in the future to apply and extend our core skills in other industries, such as defense, wind or appliances.

Opportunistic Acquisitions and Joint Ventures:    We intend to analyze and pursue acquisition opportunities where we believe we can add value and realize synergies by improving operating results through application of our processes, as demonstrated in our own business. We anticipate that the automotive structural metals and assemblies sector will experience increased consolidation and believe that we are well-positioned to participate successfully in that evolution. We also intend to seek suitable partners to set up additional joint ventures in developing automotive markets such as China, which we believe have above-average secular growth prospects.

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Continuous Process-Driven Operating Improvements

Our business philosophy and approach is grounded in the fundamental importance of building capabilities through ongoing process awareness and improvements. That focus and mindset applies to daily plant and cash reports, to detailed monthly business reviews, to our adoption and implementation of Lean Six Sigma principles, to our global inventory reduction process, to our internal controls, to our colleague engagement process that measures the involvement of our employees, and to many other critical governance and business processes employed and under development in our company. Near-term results must be delivered, but we continually strive to do so in a way that is repeatable and sustainable, strengthening our longer-term competitiveness to the ultimate benefit of our customers, colleagues, suppliers and stockholders.

Intense Focus on Cash Flow

We have a common focus and an alignment of incentives throughout our company on the importance of operating cash flow. For example, we track cash on a daily basis and our global bonus program is tied largely to cash flow metrics. This common focus and aligned incentive with respect to cash flow among all of our colleagues helps create value for our stockholders. For example, inventories have been reduced from 23 average days on hand in December 2007 to approximately 13 average days on hand in December 2009.

Maintain a Sound Balance Sheet

We consider it critical to maintain a sound balance sheet in the cyclical automotive industry. That prudent mindset and approach helped us weather the severe 2009 downturn without violating our loan covenants, and we intend to maintain this approach going forward. We anticipate reducing our leverage by applying a significant portion of the net proceeds from this offering to repay indebtedness.

Our History and Corporate Structure

Our Corporate History

Tower Automotive, Inc., our predecessor, was formed in 1993 to acquire R. J. Tower Corporation. On February 2, 2005, Tower Automotive, Inc. along with 25 of its United States subsidiaries each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court, Southern District of New York. On July 11, 2007, the Bankruptcy Court confirmed the Chapter 11 Reorganization Plan of the debtors and approved the sale of substantially all of the debtors’ assets to Tower Automotive, LLC. The plan became effective on July 31, 2007, and in connection therewith, the debtors completed the sale of substantially all of their assets to Tower Automotive, LLC. As part of the sale, Tower Automotive, LLC also acquired the capital stock of substantially all of the foreign subsidiaries of Tower Automotive, Inc.

Our Corporate Conversion

Prior to the consummation of this offering, (i) all of our equity owners will transfer their equity interests in Tower Automotive, LLC to a newly created limited liability company, Tower International Holdings, LLC, (ii) Tower Automotive, LLC will convert into a Delaware corporation, Tower International, Inc., and (iii) all of the equity interests in Tower Automotive, LLC will convert into common stock of Tower Automotive Corporation. Thus, immediately prior to the consummation of this offering, all of our outstanding common stock will be owned by Tower International Holdings, LLC.

Our Products

We produce a broad range of structural components and assemblies, many of which are critical to the structural integrity of a vehicle. We have also recently entered the utility-scale solar energy market with our solar agreement to supply large stamped mirror-facet panels and welded support structures.

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Product Offerings

Body structures and assemblies

Body structures and assemblies form the basic upper body structure of the vehicle and include structural metal components such as body pillars, roof rails and side sills. This category also includes Class A surfaces and assemblies. Class A surfaces are the “exterior skin” of the vehicle—body sides, hoods, doors, fenders and pickup truck boxes. These components form the appearance of the vehicle, calling for flawless surface finishes.

Complex body-in-white assemblies

Complex body-in-white assemblies are comprised of multiple components and sub-assemblies welded to form major portions of the vehicle’s body structure. We refer to body-in-whites as the manufacturing stage in which the vehicle body sheet metal has been assembled or designed but before the components and trim have been added. Examples of complex assemblies include front and rear floor pan assemblies and door/pillar assemblies.

Chassis, lower vehicle structures and suspension components

Lower vehicle frames and structures include chassis structures that make up the “skeleton” of a vehicle and which are critical to overall performance, particularly in the areas of noise, vibration and harshness, handling and crash management. These products include pickup truck and SUV full frames, automotive engine and rear suspension cradles, floor pan components, and cross members that form the basic lower body structure of the vehicle. These heavy gauge metal stampings carry the load of the vehicle, provide crash integrity, and are critical to the strength and safety of vehicles. We manufacture a wide variety of stamped, formed and welded suspension components including control arms, suspension links, track bars, spring and shock towers, shackles, twist axles, radius arms, stabilizer bars, trailing axles and brackets for OEMs worldwide.

Other—Automotive

We also manufacture a variety of other automotive products, including heat shields and other precision stampings, for our OEM customers.

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Other—Non-Automotive

We have a five-year solar agreement to supply large stamped mirror-facet panels and welded support structures to SES. We expect that production under this agreement will commence in late 2010, that revenues relating to this agreement will begin in 2011 and will ramp up in subsequent years and that lifetime revenues generated from this agreement will be approximately $         million over a five year term. There is no guarantee the solar agreement will produce such revenues because SES is not required to purchase a minimum number of mirror-facet panels and welded support structures from us. For a description of risks associated with the achievement of those lifetime revenues see “Risk Factors—Our ability to recognize revenue from our agreement with Stirling Energy Systems, or SES, is subject to several risks, any one of which could materially and adversely impact our business, financial condition, results of operations and cash flows”.

Product Mix

We have a well-diversified product group mix. Our product group mix of revenues for 2009, 2008 and 2007 is shown below:

Product Group Mix (% of Revenues)

	Year Ended December 31,
Product Group	2009		2008		2007
Body structures and assemblies	56	%	58	%	60	%
Chassis, lower vehicle structures and suspension components	25	%	23	%	26	%
Complex body-in-white assemblies	17	%	17	%	13	%
Other	2	%	2	%	1	%
Total	100	%	100	%	100	%

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Overview of Major Vehicle Models

The following table presents an overview of the major vehicle models for which we supply products:

OEM	Models	Product Type
Europe
Volvo	S40 / V50 / C30	Complex Assembly
VW	Cayenne / Touareg / Q7	Body Structures
	Octavia	Body Structures
	Caddy Van	Body Structures
BMW	1 / 3 Series	Body Structures
Daimler	Sprinter / Crafter	Body Structures & Complex Assembly
Fiat	Bravo	Body Structures
	Ducato	Body Structures
	MiTo	Body Structures
	Punto	Body Structures
North America
Ford	Econoline	Frame Assembly
	Expedition / Navigator	Body Structures
	F-Series	Body Structures
	Focus	Body Structures
	Taurus / Sable	Complex Assembly
	Ranger	Frame Assembly
Chrysler	Dakota	Frame Assembly
	Grand Caravan / Town & Country	Body Structures
	Wrangler	Frame Assembly
Nissan	Frontier / Xterra / Pathfinder	Body Structures & Frame Assembly
	Titan / Armada / Qx56	Frame Assembly
Toyota	Camry	Body Structures
Asia
Hyundai	Bongo Truck	Body Structures & Frame Assembly
	Carens	Body Structures
	Carnival	Frame Assembly
	Forte	Body Structures
	Mohave	Frame Assembly
	Sorento	Body Structures & Frame Assembly
	Sportage	Body Structures
VW—FAW	Bora / Golf A4	Chassis
	Jetta	Chassis
Chery	A3	Chassis
	M11	Chassis
SAIC	Rover 550	Chassis
South America
VW	Gol	Body Structures
	Fox	Body Structures
Fiat	Palio / Doblo	Body Structures
	Punto	Body Structures
Honda	Civic	Body Structures
	Fit	Body Structures

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Manufacturing and Operations

We focus on achieving superior product quality at the lowest operating costs possible and concentrate on improving our manufacturing processes to drive out inefficiencies. We seek to continually improve our processes in efforts to improve our cost competitiveness and to achieve higher quality. We continue to adapt our capacity to customer demand, both by expanding capabilities in growth areas and by reallocating capacity away from demand segments in decline.

We are committed to implementing Lean Six Sigma principles throughout our manufacturing processes. We utilize Lean Six Sigma principles to increase the efficiency of our operations and to reduce operating costs, thereby improving our cost competitiveness. We have accomplished efficiency improvements while at the same time improving our quality performance, with customer-reported defects per million parts reduced to 29 in 2009 from 43 and 74 in 2008 and 2007, respectively.

Our manufacturing operations consist primarily of stamping and welding operations, system and modular assembly operations, coating, and other ancillary operations. Stamping involves passing metal through dies in a stamping press to form the metal into three-dimensional parts. We produce stamped parts using precision single-stage, progressive and transfer presses, ranging in size from 150 to 4,500 tons, which perform multiple functions to convert raw material into finished products. We invest in our press technology to increase flexibility, improve safety and minimize die changeover time.

We feed stampings into assembly operations that produce complex assemblies through the combination of multiple parts that are welded or fastened together. Our assembly operations are performed on either dedicated, high-volume welding/fastening machines or on flexible cell-oriented robotic lines. The assembly machines attach additional parts, fixtures or stampings to the original metal stampings. In addition to standard production capabilities, our assembly machines also are able to perform various statistical control functions and identify improper welds and attachments. From time to time we work with manufacturers of fixed/robotic welding systems to develop faster, more flexible machinery.

Our products use various grades and thicknesses of steel and aluminum, including high–strength, hot- and cold-rolled, galvanized, organically coated, stainless, and aluminized steel. See “Supply Base—Manufactured Components and Raw Materials” below.

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We have launched a series of process improvements since the 2007 acquisition of the Predecessor’s assets, as reflected below. We expect to continue to benefit in the future from these and other process improvements.

Year Launched	Process Improvement	Description
2007	Labor best practices standardization—hourly production labor	Adjusted hourly production labor levels to standard best practice.
2007	Lean Six Sigma	Lean Six Sigma is a data driven approach to process improvement, combining two discrete methodologies. Lean principles focus on increasing the throughput of specific manufacturing processes and Six Sigma principles focus on reducing variability in the production process.
2008	Global inventory reduction process	Systematic material order-to-delivery process designed to improve inventory efficiency by aligning inventory levels with customer demand.
2008	Real time production reporting and throughput analysis	Software was embedded in manufacturing equipment to enable production issues to be identified within real time and not at the end of a shift or work day.
2009	Capex standards (run-rate, re-use and components) and pre-production process (3P)	Upfront process and procedures that seek to provide optimal utilization of equipment investment, manpower and space requirements.
2009	Hit-to-hit standards and improvement process	Structured process seeking to reduce press changeover time and maximize utilization of production time.
2009	Cost of product quality process	Process methodology aimed at improving internal quality while reducing costs (e.g., parts re-worked and re-scrapped).
2009	Labor best practices standardization—salary	Adjusted salary personnel staffing to standard best practice levels.
2010*	Materials engineering/reduction process	Procedural process seeking to drive material cost improvement through key initiatives within our company and with our customers and suppliers.
2010*	Shop floor competencies	Training of shop floor personnel by providing the tools, skills and understanding needed to operate a Lean environment.

* Scheduled to be launched in 2010.

Supply Base—Manufactured Components and Raw Materials

We purchase various manufactured components and raw materials for use in our manufacturing processes. All of these components and raw materials are available from numerous sources. We employ just-in-time manufacturing and sourcing systems enabling us to meet customer requirements for faster deliveries while minimizing our need to carry significant inventory levels. The primary raw material used to produce the majority of our products is steel. We purchase hot- and cold-rolled, galvanized, organically coated, stainless and aluminized steel from a variety of suppliers. We purchase a portion of our steel from certain of our customers

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through various OEM resale programs. The purchases through customer resale programs have buffered the impact of price swings associated with the procurement of steel. The remainder of our steel purchasing requirements are met through contracts with steel producers and market purchases. In addition, we produce small- and medium-sized stampings, fasteners, tubing, and rubber products.

Although we have not, in recent years, experienced any significant shortages of manufactured components or raw materials, and we normally do not carry inventories of these items in excess of those reasonably required to meet our goal of just-in-time production and transportation schedule, the possibility of shortages exist, especially in light of the current weakened state of the supply base. We strive to achieve a neutral net steel impact over time.

Facilities

We are headquartered in Livonia, Michigan in a 76,300 square foot facility that we lease. This facility is utilized for management offices as well as certain customer service, engineering, human resources, information technology, finance and treasury functions. We believe that this facility is suitable for the activities conducted there.

Our manufacturing is conducted in 30 manufacturing facilities strategically located throughout North and South America, Europe and Asia. Our manufacturing facilities are supported by nine engineering and sales locations throughout the world.

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The following table sets forth selected information regarding each of our facilities.

Facility	Country	Description of Use	Square Feet		Ownership
Americas Locations
Aruja	Brazil	Manufacturing / Office	217,900		Owned
Betim	Brazil	Manufacturing	120,600		Owned
Auburn, Indiana	United States	Manufacturing	162,800		Leased
Bardstown, Kentucky	United States	Manufacturing	601,700		Owned / Leased(1)
Bellevue, Ohio (2 locations)	United States	Manufacturing	363,700		Owned
Bluffton, Ohio	United States	Manufacturing	806,000		(8)
Chicago, Illinois	United States	Manufacturing	423,700		Leased
Clinton Township, Michigan	United States	Manufacturing	385,300		Leased
Elkton, Michigan	United States	Manufacturing	1,100,000		Owned
Grand Rapids, Michigan	United States	Office	5,900		Leased
Granite City, Illinois	United States	Manufacturing	465,000	(2)	Leased
Kendallville, Indiana	United States	Manufacturing	142,400	(2)	Leased
Livonia, Michigan	United States	Corporate Office / Technical Center	76,300		Leased
Madison, Mississippi	United States	Manufacturing	270,500		Leased
Meridian, Mississippi	United States	Manufacturing	412,000		Leased
Milan, Tennessee	United States	Manufacturing	531,400	(2)	Leased
Plymouth, Michigan	United States	Manufacturing	285,100		Leased
Smyrna, Tennessee	United States	Manufacturing	271,000		Leased
Traverse City, Michigan	United States	Manufacturing	220,600	(3)	Owned
Upper Sandusky, Ohio	United States	Manufacturing	80,000	(2)	Leased
International Locations
Gent	Belgium	Manufacturing	346,700		Leased
Bergisch-Gladbach	Germany	Technical Center	99,400	(4)	Owned
Zwickau	Germany	Manufacturing	445,400		Owned
Duisburg	Germany	Manufacturing	116,700		Leased
Buchholz	Germany	Manufacturing	79,900		Owned
Caserta (2 locations)	Italy	Manufacturing	262,500		Owned
Turin	Italy	Manufacturing / Office	180,300		Owned
Melfi	Italy	Manufacturing	73,600		Owned
Opole	Poland	Manufacturing	146,000		(8)
Malacky	Slovakia	Manufacturing	539,400		Owned
WuHu	China	Manufacturing / Office	308,500		(5)
Changchun	China	Manufacturing / Office	249,100		(6)
Hyderabad	India	Engineering / Design	2,800		Leased
Yokohama	Japan	Sales / Engineering	1,000		Leased
Kwangju Metropolitan City, Pyeongdong	Korea	Manufacturing	237,000		(7)
Hwaseong-si, Gyeonggi-do	Korea	Manufacturing	221,900		Owned
Shiheung-si, Gyeonggi-do	Korea	Manufacturing	183,000		Owned
Ansan-si, Gyeonggi-do	Korea	Manufacturing	60,700		Owned
Yeongcheon-si	Korea	Manufacturing	49,400		Owned
Ulsan Metropolitan City	Korea	Manufacturing	53,900		Owned
Gunpo-si, Gyeonggi-do	Korea	Office / Technical Center	28,800		Owned

(1) This facility consists of three properties—two properties are leased and one property is owned.

(2) Facility is closed, but we remain subject to obligations under the operating lease.

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(3) Facility has ceased production, although some operations remain.

(4) The manufacturing facility has been closed, but the technical center and administrative office remain open. We own the land and the building.

(5) Facility is utilized by our joint venture. The building is owned by the joint venture and the land is leased.

(6) Facility is utilized by our joint venture. The building is owned by the joint venture and the land is leased.

(7) The building is owned and the land is leased.

(8) This facility consists of two properties—one property is leased and one property is owned.

On February 26, 2010, we entered into an agreement to acquire a 150,000 square foot manufacturing facility located in Artern, Germany at a price of approximately €14 million (approximately $19 million). Closing of this transaction is subject to customary conditions, including the receipt of governmental approvals.

Sales, Marketing and Distribution

Our sales and marketing efforts are designed to create awareness of our engineering, program management, manufacturing and assembly expertise, and to translate our leadership position into contract wins. We have developed a sales team that consists of an integrated group of professionals, including skilled engineers and program managers, which we believe provides the appropriate mix of operational and technical expertise needed to interface successfully with OEMs. We sell directly to OEMs through our sales and engineering teams at our technical and customer service centers strategically located around the world. Bidding on automotive OEM platforms typically encompasses many months of engineering and business development activity. We integrate our sales force directly into our operating team and task our sales colleagues and work closely, customers throughout the process of development and manufacturing a product. Our proximity to our customer base enable us to enjoy close relationships with our customers and position us well to seek future business awards.

Customers

We have developed long-standing business relationships with our customers around the world. We work together with our customers in various stages of production, including development, component sourcing, quality assurance, manufacturing and delivery. With a diverse mix of products and facilities in major markets worldwide, we believe we are well-positioned to meet customer needs. We believe we have a strong, established reputation with customers for providing high-quality products at competitive prices, as well as for timely delivery and customer service. Given that the automotive OEM business involves long-term production contracts awarded on a platform-by-platform basis, one of our business strategies is to leverage our strong customer relationships to obtain new platform awards.

Customer Support

We have nine engineering and sales locations throughout the world, including a 24-hour engineering support center in India. We believe that we provide effective customer solutions, products and service to our customers throughout the world. Our customer service group is organized into customer-dedicated teams within regions to provide more focused service to our clients.

Competition

We principally compete for new business both at the beginning of the development of new models and upon the redesign of existing models. New-model development generally begins two to five years before the marketing of such models to the public. Once a supplier has been designated to supply parts for a new program, an OEM usually will continue to purchase those parts from the designated producer for the life of the program, although not necessarily for a redesign. OEMs typically rigorously evaluate us and other suppliers based on many criteria such as quality, price/cost competitiveness, system and product performance, reliability and timeliness of delivery, new product and technology development capability, excellence and flexibility in operations, degree of global and local presence, effectiveness of customer service and overall management capability.

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We believe that we compete effectively with other leading suppliers in our market. The strength and breadth of our program management and engineering capabilities, as well as our geographic, customer and platform diversification, provide the necessary scale to attempt to optimize our cost structure. We follow manufacturing practices designed to improve efficiency and quality, including, but not limited to, manpower standardization and global inventory reduction initiatives, all of which enable us to manage inventory so that we can deliver quality components and systems to our customers in the quantities and at the times ordered. Our resulting quality and delivery performance, as measured by our customers, is designed to meet or exceed their expectations.

Our major competitors include: Magna International, Inc. (Cosma division), Gestamp Automocion, Martinrea International, Gruppo Magnetto, Benteler Automotive, Thyssen Krupp (stamping group), Sungwoo and MS Auto Tech. We compete with other competitors with respect to certain of our products and in particular geographic markets. The number of our competitors has decreased in recent years and we believe will continue to decline due to supplier consolidation and the current economic downturn. OEMs have been, and we expect will continue to be, increasingly focused on the financial strength and viability of their supply base. We believe that such scrutiny of suppliers will result in additional contraction in the supply base and may force combinations of some suppliers.

In addition, a number of our major OEM customers manufacture products which compete with our products. Our OEM customers tend to outsource less when they have idle capacity. Although these OEM customers have indicated that they will continue to rely on outside suppliers, they could elect to increase the extent to which they manufacture products to meet their own requirements or to compete with us.

Joint Ventures

Joint ventures represent an important strategic part of our business. We have used our joint ventures to enter into new geographic markets, such as China, to gain new customers and/or strengthen our position with existing customers, and to develop new technologies.

When we enter new geographic markets where we have not previously established substantial local experience and infrastructure, teaming with a local partner can reduce capital investment by leveraging pre-existing infrastructure. In addition, local partners in these markets can provide knowledge and insight into local customs and practices and access to local suppliers of raw materials and components. All of these advantages can reduce the risk, and thereby enhance the prospects for the success, of an entry into a new geographic market.

Joint ventures can also be an effective means to acquire new customers and strengthen relationships with existing customers. Through joint venture arrangements, partners can access technology that they would otherwise be required to develop independently, thereby reducing the time and cost of development. Moreover, they can provide the opportunity to create synergies and applications of the technology that would not otherwise be possible.

We currently have two joint ventures in China: Tower Automotive (WuHu) Company Ltd., which we refer to as WuHu, and Changchun Tower Golden Ring Automotive Products Co., Ltd., which we refer to as TGR.

Our WuHu joint venture consists of an 80% equity interest in WuHu, a joint venture limited liability company located in WuHu City, Anhui Province, China. This joint venture primarily serves to supply Chery with front and rear lower vehicle structure modules and their respective replacement platforms.

Our TGR joint venture consists of a 60% equity interest in TGR, a joint venture limited liability company located in the City of Changchun, Jilin Province, China. Our TGR joint venture primarily supplies FAW-VW Automotive Company Limited with structure based components, including sub-frames, cross members with motor carriers, rear axles, frame front-ends, and control arms and the structural components for other vehicles.

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Colleagues

As of December 31, 2009, we had approximately 7,400 colleagues worldwide, of whom approximately 5,000 were covered under collective bargaining agreements.

We are not aware of any work stoppages since the inception of the Predecessor in 1993. A strike or slow-down by one of our unions could have a material adverse effect on our business. We believe that our relations with our colleagues are satisfactory.

Intellectual Property

By the nature of our business, the loss of any single intellectual property right owned by us or licensed to us is not likely to cause a material disruption in the manufacturing, marketing and distribution of our products.

Our customers typically own the tooling we use in the manufacture of their vehicles.

Legal Proceedings

We are from time to time involved in legal proceedings, claims or investigations that are incidental to the conduct of our business. We vigorously defend ourselves against these claims. In future periods, we could be subjected to cash costs or non-cash charges to earnings if any of these matters is resolved on unfavorable terms. However, although the ultimate outcome of any legal matter cannot be predicted with certainty, based on current information, including our assessment of the merits of the particular claims, we do not expect that our pending legal proceedings or claims will have a material adverse impact on our future consolidated financial condition, results of operations or cash flows.

Environmental Matters

We are subject to various domestic and foreign federal, state and local laws and regulations governing the protection of the environment and health and safety, including those regulating soil, surface water and groundwater contamination; the generation, storage, handling, use, disposal and transportation of hazardous materials; the emission and discharge of materials, including GHGs, into the environment; and the health and safety of our colleagues. We are also required to obtain environmental permits from governmental authorities for certain operations. We have taken steps to comply with these numerous and sometimes complex laws, regulations and permits. We have also achieved ISO-14001 registration for substantially all of our facilities. While compliance with environmental requirements has not had a material impact on our capital expenditures, earnings or competitive position, we have made and will continue to make capital and other expenditures pursuant to such requirements and, if we violate or fail to comply with these requirements, could be subject to fines, penalties or litigation.

Environmental laws, regulations and permits, and the enforcement thereof, change frequently and have tended to become more stringent over time. In particular, more rigorous GHG emission requirements are in various stages of development. For example, the United States Congress is considering legislation that would establish a nationwide cap-and-trade system for GHGs, and the EPA has proposed regulating GHG emissions from mobile and stationary sources pursuant to the federal Clean Air Act. Any regulation of GHG emissions, including through a cap-and-trade system, technology mandate, emissions tax, reporting requirement or other program, could subject us to significant costs, including those relating to emission credits, pollution control equipment, monitoring and reporting, as well as increased energy and raw material prices. In addition, our OEM customers may seek price reductions from us to account for their increased costs resulting from GHG regulations. Further, growing pressure to reduce GHG emissions from mobile sources could reduce automobile sales, thereby reducing demand for our products and ultimately our revenues. Although there is still significant uncertainty surrounding the scope, timing and effect of future GHG regulation, any such regulation could have a material adverse impact on our business, financial condition, results of operations, reputation, product demand and liquidity.

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We also could be responsible for costs relating to any contamination at our or a predecessor entity’s current or former owned or operated properties or third party waste disposal sites, even if we were not at fault. Some of these locations have been impacted by environmental releases, and soil or groundwater contamination is being addressed at certain of these sites. In addition to potentially significant investigation and remediation costs, contamination can give rise to third party claims for fines or penalties, natural resource damages, personal injury or property damage. Our costs and liabilities associated with environmental contamination could be substantial and may be material to our business, financial condition, results of operations or cash flows.

Segment Overview

See note 16 to our consolidated financial statements for information on our segments.

International Operations

We have significant manufacturing operations outside the United States, and in 2009, approximately 71% of our revenues originated outside the United States. For information regarding potential risks associated with our international operations. See “Risk Factors—We are subject to risks related to our international operations.” See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and note 16 to our consolidated financial statements for further information regarding our international operations”.

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MANAGEMENT

The following table sets forth information regarding our board of directors and executive officers upon completion of this offering. Prior to the completion of this offering, we expect to add at least one additional member to our board who will satisfy all applicable independence standards. Immediately after this offering, our board of directors will be divided into three classes with staggered three-year terms.

Name	Age	Position
Mark Malcolm	56	President, Chief Executive Officer and Director
James Gouin	50	Executive Vice President and Chief Financial Officer
Michael Rajkovic	48	Executive Vice President and Chief Operating Officer
William Pumphrey	50	President, Americas
Gyula Meleghy	54	President, International Operations
William Cook	58	Senior Vice President, Global Human Resources
Jeffrey L. Kersten	42	Senior Vice President and Corporate Controller
Paul Radkoski	50	Senior Vice President, Global Purchasing
Dev Kapadia(a)	38	Director
Larry Schwentor(a)	55	Director
Rande Somma(a)	58	Director

(a) Member, Compensation Committee and Audit Committee.

None of our officers or directors has any family relationship with any other director or officer. “Family relationship” for this purpose means any relationship by blood, marriage or adoption, not more remote than first cousin.

The business experience during at least the past five years of each of the directors and officers listed above is as follows:

Mark Malcolm has been a director and our President and Chief Executive Officer since August 1, 2007. Prior to assuming that role, Mr. Malcolm served as a senior member of CCM’s operations team from January 2006 to July 2007 and played a leading role on behalf of CCM in the 2007 acquisition of Tower Automotive. Before joining CCM, Mr. Malcolm spent 28 years at Ford Motor Company in a variety of senior financial positions, including Executive Vice President and Controller of Ford Motor Credit from 2004 to 2005, Director of Finance and Strategy for Global Purchasing from 2002 to 2004 and Director of Worldwide Accounting from 2000 to 2002.

James Gouin has served as our Executive Vice President and Chief Financial Officer since November 1, 2007. Prior to joining us, Mr. Gouin served in 2007 as a senior managing director of the corporate financial practice of FTI Consulting, Inc., a business advisory firm. Prior to joining FTI, Mr. Gouin spent 28 years at Ford Motor Company in a variety of senior positions, including as the Vice President, Finance and Global Corporate Controller from 2003 to 2006 and as the Vice President of Finance, Strategy and Business Development of Ford Motor Company’s International Operations from 2006 to 2007.

Michael Rajkovic has been our Executive Vice President and Chief Operating Officer since August 1, 2007. Prior to assuming that role, Mr. Rajkovic served as a senior member of CCM’s operations team from August 2006 to August 2007 and assisted Mr. Malcolm in various aspects of the 2007 acquisition of Tower Automotive. Before joining CCM, Mr. Rajkovic was Executive Vice President and Chief Financial Officer of United States Can Corporation, a global packaging company, from May 2005 to March 2006.

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Prior to his service with U.S. Can Corporation, Mr. Rajkovic served as Vice President of Finance, North America and as Chairman of the Canadian subsidiary of The Goodyear Tire and Rubber Company, an automotive products manufacturer, from August 2003 to May 2005. Prior to that period, Mr. Rajkovic held a variety of manufacturing and finance positions within Visteon Corporation, a manufacturer of climate, interior, electronic and lighting products for automobiles, from January 2000 to August 2003, during which period Visteon was owned by Ford Motor Company.

William Pumphrey joined the Predecessor in January 2005 and served as President, North American Operations for the Predecessor until our 2007 acquisition. He continued in that role with us until April 2008, when he became President, Americas, a position which he continues to hold and which covers both North and South America. Prior to joining the Predecessor, Mr. Pumphrey was employed by Lear Corporation, a manufacturer of automotive seating systems, electrical distribution systems and electronics products, from 1999 to 2004. While employed by Lear Corporation, Mr. Pumphrey at different times was responsible for that company’s Asia Pacific division, European Ford division, Daimler-Chrysler division and electrical and electronics division. From 1991 to 1999, Mr. Pumphrey held various positions in business development, product development and program management for United Technologies Automotive Inc., a manufacturer of components and systems for automotive manufacturers that was acquired by Lear Corporation in 1999.

Gyula Meleghy has been our President, International Operations since November 5, 2007. From July 2006 until November 2007, Dr. Meleghy held the position of President, Asia for the Predecessor and then for us, with oversight responsibility for all of our business in Asia. Prior to that period, Dr. Meleghy served as President, Europe and South America for the Predecessor from August 2004 to July 2006. Prior to occupying that position, Dr. Meleghy served in various positions within the Predecessor’s European operations from 2000 to August 2004. Before joining the Predecessor, Dr. Meleghy was the President of the Dr. Meleghy Group, a family-owned automotive supplier that was acquired by the Predecessor in 2000.

William Cook has been our Senior Vice President, Global Human Resources since September 2007. From 2001 to 2007 he held senior human resource leadership positions at The Goodyear Tire & Rubber Company in Akron, Ohio, including four years as Vice President of Human Resources for Goodyear North American Tire. During a fifteen year career at United Technologies Corporation Mr. Cook held key leadership positions, including four years as head of human resources for Carrier Corporation Residential and Light Commercial Systems, a supplier of heating and air conditioning equipment, and eight years as head of human resources for Otis Elevator Asia-Pacific, a supplier of elevators and escalators.

Jeffrey L. Kersten has been our Senior Vice President and Corporate Controller since February 1, 2007. He transitioned to that position from the position of Senior Vice President, Restructuring, which he held since October 2006 with the Predecessor. From 2004 to 2006, Mr. Kersten was the Predecessor’s Senior Vice President, Strategy and Business Development. Mr. Kersten joined the Predecessor in 1997, holding financial positions within the Predecessor’s Grand Rapids, Michigan offices until 2001, when he relocated to France and became the Predecessor’s European Regional Finance Leader. Mr. Kersten began his career in 1990 with the accounting firm of Arthur Andersen, where he remained until 1997, specializing in mergers and acquisitions.

Paul Radkoski has served as the Predecessor’s and our Senior Vice President, Global Purchasing, since March 2006. Prior to joining the Predecessor, Mr. Radkoski held various positions within Visteon Corporation, an automotive supplier, from 2000 until 2006, including the position of Vice President, North America Purchasing and Supplier Management from 2005 to 2006. Earlier in his career, Mr. Radkoski held various purchasing, manufacturing and logistics positions with Lear Corporation from 1997 to 2000 and automobile manufacturers BMW (from 1993 to 1997) and Honda of North America (from 1986 to 1993).

Dev Kapadia has been a Director since August 1, 2007. Mr. Kapadia has been a Managing Director of CCM since 2003. From 1996 to 2003, Mr. Kapadia served in various capacities with The Carlyle Group, a global

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private investment firm, and Carlyle Management Group, an affiliate of The Carlyle Group dedicated to turnaround and special situation investments. Prior to joining Carlyle in 1996, Mr. Kapadia was a financial analyst with Donaldson, Lufkin & Jenrette, an investment banking firm. Mr. Kapadia serves on the boards of directors of various privately held companies.

Larry Schwentor has been a Director since August 1, 2007. Mr. Schwentor has held executive and managing board positions with Peguform GmbH, or Peguform, since February 2005. Peguform manufactures interior and exterior plastic parts for the automotive industry and was a CCM portfolio company. From April 2003 to February 2005, he was an Executive Vice President and Chief Financial Officer of Key Safety Systems, Inc., a manufacturer of automotive safety restraints. Prior to assuming responsibilities at Key Safety Systems, Mr. Schwentor served as the Executive Vice President and Chief Financial Officer of Key Plastics, Inc., from September 1999 through April 2003. Key Plastics is a manufacturer of plastic components and functional assemblies for manufacturers of light vehicles and their suppliers. Both Key Safety Systems and Key Plastics were portfolio companies of Carlyle Management Group. Prior to joining Key Plastics, Mr. Schwentor was the Senior Vice President and Chief Financial Officer of CMI International, Inc., a producer of highly engineered, cast and machined engine and structural components and assemblies for automobiles and trucks. Mr. Schwentor was employed by CMI International from May 1986 to February 1999. Mr. Schwentor was employed by the Certified Public Accounting firm of Moore, Smith and Dale from September 1976 through May 1986. During his tenure with that firm, he held various positions on the audit and management advisory services side of the firm and was responsible for auditing both public and private manufacturing companies.

Rande Somma has been a Director since August 1, 2007. Mr. Somma has been President of his consulting company, Rande Somma and Associates LLC, since May 2004. Prior to establishing that business, he was the President of Automotive Operations - Worldwide, at Johnson Controls, Inc. from 2002-2003 and was President of Automotive Operations - North America at Johnson Controls from 2000-2002. From 1988 to 2000, Mr. Somma held several different managerial positions in the Automotive Systems Group at Johnson Controls. Johnson Controls is a Tier 1 supplier of automotive systems and facility management and control products. In the automotive market, it is a major supplier of integrated seating and interior systems and batteries. Prior to joining Johnson Controls, Mr. Somma served in a variety of purchasing, manufacturing and sales positions within the automotive division of Rockwell International. Since 2005, Mr. Somma has been a member of the board of directors of Gentex Corporation, a supplier to the global automotive industry. Additionally, Mr. Somma is currently the Chairman of the Executive Board of the NewNorth Center for Design in Business, a nonprofit learning center for the delivery of intellectual and experiential training programs focused on the development and application of design centric innovation.

Mr. Kapadia was selected to be a director based on his experience as a board member of, and senior executive with private equity firms that invest in, other manufacturing companies. Similarly, we selected Messrs. Schwentor and Somma to be directors based on their experiences as senior executives of various manufacturing companies.

Each of Messrs. Pumphrey and Kersten and Dr. Meleghy were officers of our Predecessor, when it filed for bankruptcy protection in 2005. Mr. Radkoski joined the Predecessor after it filed for bankruptcy protection. Mr. Schwentor was hired in late 1999 to assist Key Plastics through a bankruptcy process that ran from March 2000 through its conclusion in April 2001 with its sale. Mr. Schwentor remained with the successor company after its emergence from bankruptcy.

Board Composition

Our board of directors currently has four members, comprised of one executive officer, one officer of CCM and two individuals selected by us after consideration of their knowledge of the industry.

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In accordance with our certificate of incorporation, immediately following this offering our board of directors will be divided into the following three classes with staggered three-year terms:

• Class I, whose initial term will expire at the annual meeting of stockholders to be held in 2011;

• Class II, whose initial term will expire at the annual meeting of stockholders to be held in 2012; and

• Class III, whose initial term will expire at the annual meeting of stockholders to be held in 2013.

The Class I directors will be                     , the Class II directors will be                     , and the Class III directors will be                     .

At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control.

Board Committees

Upon completion of this offering, Cerberus will continue to control a majority of our outstanding common stock. As a result, we will be a “controlled company” within the meaning of the            corporate governance standards. Under the              rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain              corporate governance requirements, including:

• the requirement that a majority of our board of directors consist of independent directors;

• the requirement that we have a nominating/corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purposes and responsibilities;

• the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purposes and responsibilities; and

• the requirement for an annual performance evaluation of the nominating/corporate governance and compensation committees.

Following this offering, we intend to utilize these exemptions. As a result, we will not have a majority of independent directors, we will not have a nominating/corporate governance committee, and we will not have a compensation committee consisting entirely of independent directors. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the              corporate governance requirements.

Audit Committee.    Upon consummation of this offering, the audit committee of our board of directors will consist of three members. The audit committee will assist the board in its oversight responsibilities relating to the integrity of our financial statements, the qualifications, independence and performance of our independent auditors, the performance of our internal audit function and the compliance of our company with any reporting and regulatory requirements to which we may be subject. Upon the consummation of this offering, we will have at least one independent director serving on our audit committee. We intend to have at least two independent directors serving on our audit committee within 90 days after this offering is completed and we intend to have a completely independent audit committee within one year of this offering. Our board of directors will determine which member of our audit committee qualifies as an “audit committee financial expert” under SEC rules and regulations.

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Prior to the consummation of this offering our board of directors will adopt a written charter under which the audit committee will operate. A copy of the charter, which will satisfy the applicable standards of the SEC and the            , will be available on our website.

Compensation Committee.    Upon consummation of this offering, the compensation committee of our board of directors will consist of      members. The compensation committee of the board of directors is authorized to oversee and monitor executive recruitment and retention, an annual performance review process, compensation policies including those associated with bonus incentives, long-term incentives, equity awards, regular and special benefit programs and management perquisites, the formulation, establishment and administration of base pay for executives, organizational planning, performance management, executive development training and succession planning, and compliance with employment related laws and/or regulations.

Compensation Committee Interlocks and Insider Participation

None of our executive officers serves as a member of the compensation committee or board of directors of any other entity that has an executive officer serving as a member of our board of directors or compensation committee.

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. The code of business conduct and ethics will be available on our website at www.towerautomotive.com. We expect that any amendments to the code, or any waivers of its requirements, will be disclosed on our website.

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COMPENSATION DISCUSSION AND ANALYSIS

Introduction

The following discusses the compensation of the Named Executive Officers for the year ended December 31, 2009. As used herein, the term “Named Executive Officers” refers to:

• Mark Malcolm, our President and Chief Executive Officer;

• James Gouin, our Executive Vice President and Chief Financial Officer;

• Michael Rajkovic, our Executive Vice President and Chief Operating Officer;

• William Pumphrey, our President, Americas; and

• Gyula Meleghy, our President, International Operations.

Compensation Program Objectives and Philosophy

The primary objectives of our compensation programs are to (i) attract, motivate and retain the best executive officers with the skills necessary to successfully manage our business, and (ii) align the interests of our executive officers with stockholders by rewarding them for strong company performance. In support of these objectives, we:

• seek to provide a total compensation package that is competitive with other companies in our industry and other companies of a similar size and complexity;

• evaluate and reward executive officers based on dynamic factors such as adopting and overseeing the implementation of processes designed to drive sustainable productivity and profitable growth; and

• provide a meaningful portion of the total compensation package in the form of awards tied to the operating performance of our company. Our key performance measures are tied to Adjusted EBITDA and cash flow, each as described below.

Compensation-Setting Process

The Compensation Committee of our board of directors has responsibility for oversight and review of our total compensation strategy, including the design and monitoring of certain executive benefit plans such as our annual cash bonus plan, which we sometimes refer to as the Tower Bonus Plan. In addition, the Compensation Committee determines the compensation of our Chief Executive Officer and reviews and approves the compensation of all executives with an annual base salary of $200,000 and above, including each of our Named Executive Officers. In setting and reviewing compensation for our Named Executive Officers, the Compensation Committee evaluates the compensation components that it believes support our company’s objectives and philosophy.

The Compensation Committee reviews the appropriateness and effectiveness of our compensation programs. The Compensation Committee approves target award opportunities and performance criteria to be utilized in our annual cash bonus plan. In addition, the Compensation Committee is responsible for determining equity-based awards and establishing and then monitoring long-term incentive plans.

The Compensation Committee considers competitive market practices with respect to the compensation of our Named Executive Officers. The Compensation Committee also considers, in its discretion, compensation levels for our Named Executive Officers as compared to those of executives holding similar positions at other domestic and international manufacturing companies that the Committee views as comparable in terms of size and complexity of business, with additional consideration given to individual credentials. For 2008 and 2009, the Compensation Committee did not engage in formal benchmarking.

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In 2010, the Compensation Committee engaged an independent consultant to provide it with advice and comparative analyses of various elements of executive compensation, including annual salary, annual variable bonus, total targeted annual cash compensation and long-term incentives.

As described elsewhere in this prospectus, upon completion of this offering, we will be a “controlled company” within the meaning of the            corporate governance standards, and therefore will not be required to have a Compensation Committee that is composed entirely of independent directors.

Role of Executive Officers in Executive Compensation

The Compensation Committee determines the total compensation for our Chief Executive Officer. Our Chief Executive Officer plays no role in determining his own compensation.

The Compensation Committee also determines the total compensation of our other Named Executive Officers acting with advice from our Chief Executive Officer. Although the Compensation Committee utilizes and considers comments, advice and recommendations of our Chief Executive Officer, the final decision with respect to compensation levels and components of the other Named Executive Officers remains with the Compensation Committee.

Components of Compensation

Our compensation programs consist of several components, although particular individuals may not be eligible for each component. The guiding principles of our compensation programs remain consistent throughout the various components. In each instance, we seek to incentivize and retain our colleagues by providing competitive compensation while at the same time aligning the interests of our Named Executive Officers with those of our stockholders. The principal components of our compensation programs for the Named Executive Officers are: annual base salary; annual cash bonus incentive compensation; long term incentive compensation plans and programs; equity incentive awards; retirement benefits; severance benefits; perquisites; and employment agreements, which contain termination benefits. The Compensation Committee considers such applicable components as part of an entire compensation package for our Named Executive Officers and does not ascribe weightings to any particular component.

Annual Base Salary

We use base salary to attract and retain highly qualified executive officers. When establishing base salaries for the Named Executive Officers, the Compensation Committee and the Chief Executive Officer (other than for himself) consider a number of factors, including the seniority, skills and experience of the individual, the individual’s prior salary, the functional role of the position, and the level of the Named Executive Officer’s responsibilities. The leading factors in determining increases in base salary include the performance, experience and skills of the individuals, and the employment market for senior executives with similar levels of experience and skills.

During 2009, in light of the economic environment in the automobile industry, Mr. Malcolm proposed to us, and we accepted, a reduction in his base salary by 20% and the other Named Executive Officers proposed to us, and we accepted, reductions in their base salaries by 10%. Such reductions became effective February 1, 2009. Mr. Malcolm and the other Named Executive Officers took such paycuts to illustrate their willingness to place our company’s interests ahead of their personal interests during a challenging year. Commencing January 1, 2010, the base salaries for each of our Named Executive Officers were restored to the levels that existed immediately prior to these reductions.

Annual Cash Bonus Incentive Compensation

We believe that annual cash incentive awards motivate our Named Executive Officers and reward them for annual business results that help create value for our stockholders. Each year, the Compensation Committee

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establishes an annual Tower Bonus Plan for the Named Executive Officers based on financial targets determined by the Compensation Committee. Other colleagues participate in our Tower Bonus Plan as well.

2009 Tower Bonus Plan

In April 2009, the Compensation Committee approved the Tower Bonus Plan for 2009, which we refer to as the 2009 Tower Bonus Plan. Despite the deterioration in the automotive market and in general economic conditions anticipated for 2009, the Compensation Committee determined that the annual cash bonus incentive compensation program would serve to maintain common focus and to motivate employees to perform well during what we expected would be a difficult year.

Each Named Executive Officer was assigned a target bonus, expressed as a percentage of such participant’s base salary, without giving effect to the voluntary reductions in base salaries that occurred in 2009. Mr. Malcolm’s effective target bonus was 110.4% of his annual base salary. Mr. Malcolm’s employment agreement was amended to increase his target bonus from 100% to 125% for the last five months of the year to further motivate him to drive annual performance. Messrs. Gouin and Rajkovic had target bonuses, pursuant to their employment agreements, of 100% of their respective annual base salaries. Each of Mr. Pumphrey and Dr. Meleghy had target bonuses of 75% of their respective annual base salaries. Dr. Meleghy’s employment agreement provides for a 75% target. Mr. Pumphrey does not have an employment agreement, and although his offer letter provided him with an annual target bonus of 60% of base salary, the Compensation Committee decided to provide for a 75% target bonus in order to further motivate and incentivize Mr. Pumphrey and to equate his target bonus with Dr. Meleghy’s target bonus.

The Compensation Committee establishes the level of company performance necessary for the Named Executive Officers to earn bonus payments under the Tower Bonus Plan. For 2009, the Compensation Committee designated “Adjusted EBITDA Improvement” and “Cash Flow” as the two financial performance measures for purposes of the plan.

Adjusted EBITDA Improvement was defined as the amount by which Adjusted EBITDA in 2009 exceeded Adjusted EBITDA in 2008, excluding the impact of volume, mix and foreign exchange on Adjusted EBITDA. We determined the impact of volume, mix and foreign exchange on Adjusted EBITDA pursuant to policies that we utilize to manage our business and measure our performance throughout the year. The Compensation Committee excluded the impact of volume, mix and foreign exchange in light of the economic environment for OEMs and their suppliers during 2009. More specifically, the Committee sought to reward management based on our company successfully implementing operational efficiencies to more than offset cost increases.

The following table provides a calculation of Adjusted EBITDA Improvement for the 2009 Tower Bonus Plan:

	Adjusted EBITDA
2009 Adjusted EBITDA	$	125.0
2008 Adjusted EBITDA		212.9
Variance	$	(87.9	)
Impact on 2009 Adjusted EBITDA of:
Volume and mix	$	147.0
Foreign exchange		12.5
Total	$	159.5
2009 Adjusted EBITDA Improvement	$	71.6

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For purposes of the 2009 Tower Bonus Plan, the term “Cash Flow” is defined as the amount of the reduction or increase in our net debt, excluding the effect of foreign exchange and debt repurchases, if any. Net debt is defined as total debt less cash and cash equivalents. The Compensation Committee designated Cash Flow as a performance measure in order to focus our management on maximizing liquidity during a difficult economic environment where the credit markets were in distress.

The Compensation Committee retained discretion to adjust the calculation of Adjusted EBITDA Improvement and Cash Flow to account for unanticipated events. For the Named Executive Officers, the Compensation Committee weighted Adjusted EBITDA Improvement performance and Cash Flow performance, each 50%, in order to calculate bonuses under the 2009 Tower Bonus Plan.

The Compensation Committee also established a minimum threshold of performance necessary in order to earn any payouts under the Tower Bonus Plan. We had to (i) achieve Cash Flow of no less than negative $65 million and (ii) be in compliance with all covenants relating to our ABL facility and first lien term loan during 2009. The Compensation Committee and the board believed that the 2009 Tower Bonus Plan must emphasize the importance of achieving a minimum Cash Flow threshold during an economic crisis before the payment of any bonuses.

The 2009 Tower Bonus Plan established threshold amounts that must be satisfied for a payment to be made in respect of each performance measure and a target amount necessary for there to be a payout of 100 percent of an assigned bonus target percentage amount. Such thresholds and 100 percent payout targets, as well as other mid-range performance levels and payout percentages, are set forth in the table below.

Cash Flow (50%)                                                     (in millions)		Adjusted EBITDA Improvement (50%) (in millions)
Achievement	Payout (%)	Achievement	Payout (%)
$(65)	0%	$66.0	0%
$(50)	15%	$81.0	18.75%
$(35)	30%	$96.0	45%
$(15)	70%	$116.0	85%
$0	100%	$123.5	100%

The Compensation Committee selected Cash Flow of negative $65 million as a threshold because such amount was consistent with our business plan and selected zero dollars of Cash Flow for a 100 percent payout because operating in a cash flow neutral position would have been a significant accomplishment in light of the difficult economic environment.

The Compensation Committee selected Adjusted EBITDA Improvement of $66 million as a threshold because such amount was consistent with the Adjusted EBITDA Improvement that would be achieved if we were to only implement cost savings measures that had already been identified at the time we adopted the 2009 Tower Bonus Plan. The Compensation Committee selected Adjusted EBITDA Improvement of $123.5 million for a 100% payout recognizing that attaining that level of performance would require identifying additional significant cost savings and would be extremely difficult in the distressed economic environment of 2009. The Compensation Committee concluded that if such level of performance were achieved in that environment, it should be amply rewarded.

Payouts under the 2009 Tower Bonus Plan were based on the amount by which each performance threshold was exceeded, subject to adjustment by the Compensation Committee for extraordinary events. More specifically, the payout percentage described below increased for each dollar that Cash Flow was above negative $65 million and for each dollar that Adjusted EBITDA Improvement was above $66 million. To motivate our executive officers to exceed established goals, there were no maximums or caps on payments.

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Payouts for results between the threshold and target levels, and above target levels, were calculated as follows. For Cash Flow,

• for each $5 million of increase above negative $65 million and up to negative $35 million, the payout percentage increased by 5%;

• for each $5 million increase above negative $35 million and up to $0, the payout percentage increased by 10%; and

• for each $5 million of increase above $0, the payout percentage increased by 20%.

For Adjusted EBITDA Improvement,

• for each $10 million of improvement above $66 million and up to $86 million, the payout percentage increased by 12.5%; and

• for each $10 million of improvement above $86 million, the payout percentage increased by 20%.

The Cash Flow and Adjusted EBITDA Improvement payout percentages set forth in the above table were adjusted ratably between bands of payout percentages.

For 2009, we met the thresholds necessary to pay bonuses under the 2009 Tower Bonus Plan. We achieved compliance with the minimum requirements for a bonus payout, in that (i) Cash Flow was greater than negative $65 million, and (ii) we were in compliance with all covenants relating to our ABL facility and first lien term loan during 2009.

Our calculated Cash Flow and Adjusted EBITDA Improvement under the 2009 Tower Bonus Plan were negative $32 million and positive $71.6 million, respectively, after the bonus payment adjustment described below. Such amounts correlated to a payout percentage of 18% for Cash Flow and a payout percentage of 3.5% for Adjusted EBITDA Improvement, or an overall bonus payment amount equal to 21.5% of target bonus amounts for the Named Executive Officers. Typically, our Compensation Committee correlates a 100% bonus payout with achievement of our business plan goals for the year. For 2009, our business plan established an Adjusted EBITDA target of $125 million, significantly less than the $212.9 million of Adjusted EBITDA achieved during 2008. When the Compensation Committee established the performance standards in the first quarter of 2009, the conditions in the automotive market were so precarious that the Compensation Committee opted for use of an Adjusted EBITDA Improvement measure rather than an Adjusted EBITDA measure. In the view of the Compensation Committee, the steps taken by management during 2009 to conserve cash, improve efficiencies and reduce costs, as well as the voluntary reductions in salary agreed to by management, were instrumental in enabling our company to achieve the Adjusted EBITDA target of $125 million for 2009. In evaluating performance, the Compensation Committee also took into account management’s willingness to make cash flow judgments independent of the impact under the bonus plan, management’s efforts to maintain liquidity during a challenging year and management’s control of our net debt position. As a result, the Compensation Committee exercised its discretion to increase the overall payment amount from 21.5% to 62.6% of target bonus amounts for the Named Executive Officers, which resulted in an additional aggregate bonus payment to all plan participants of $3.3 million.

We calculated our 2009 annual cash incentive award for Mr. Malcolm as follows: the payout percentage of 62.6% multiplied by (ii) Mr. Malcolm’s individual bonus target percentage of base salary (110.4%) multiplied by (iii) Mr. Malcolm’s base salary of $800,000, resulting in a $552,718 overall bonus award. We calculated the 2009 annual cash bonus awards for the other Named Executive Officers in the same manner.

2010 Tower Bonus Plan

On February 13, 2010, the Compensation Committee approved the 2010 Tower Bonus Plan. The 2010 plan is structured similarly to the 2009 Tower Bonus Plan. The Compensation Committee established the level of performance necessary for the Named Executive Officers to earn their targeted payouts and assigned each Named Executive Officer a target percentage of base salary. For 2010, the Compensation Committee designated

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“Ongoing Margin Improvement” (which is the same as Adjusted EBITDA Improvement used in the 2009 Tower Bonus Plan), Adjusted EBITDA and Cash Flow as the three financial measures used to determine payouts. Ongoing Margin Improvement performance will account for 40% of the total award, Adjusted EBITDA performance will account for 30% of the total award and Cash Flow performance will account for 30% of the total award. The Compensation Committee added Adjusted EBITDA as a performance measure as it is consistent with how management evaluates the business and would have been a performance measure under the 2009 Tower Bonus Plan if not for the distressed economic environment at the time that the 2009 Tower Bonus Plan was adopted.

The Compensation Committee also established a minimum threshold of performance necessary in order to earn any payouts under the 2010 Tower Bonus Plan. That minimum threshold involves achieving a level of Adjusted EBITDA that is greater than 2009 Adjusted EBITDA and maintaining compliance with all covenants relating to our bank debt during 2010. There is no maximum payout under the plan. As was the case with the 2009 Tower Bonus Plan, the 2010 Tower Bonus Plan was designed in this manner to motivate the Named Executive Officers and other colleagues to meet and exceed established performance levels. The performance thresholds necessary for the Named Executive Officers to earn their targeted payouts have been established by the Compensation Committee at levels intended to be challenging, but attainable, if we have what we would consider to be a successful year.

Equity-Based Incentive Awards

We believe providing our Named Executive Officers with equity interests in our company motivates them to make decisions that will build the long-term value of our company and aligns their interests with those of our stockholders. However, no form of equity was awarded to our Named Executive Officers in 2009.

Management Incentive Plan

Tower Automotive Management, LLC, a subsidiary of our company, consummated the sale of units of non-voting membership interests in itself, which we refer to as the Management MIP Units, to eight of our executive officers, including each of the Named Executive Officers, and to certain of our board members and consultants. Tower Management, LLC made such sales pursuant to the Tower Automotive Management, LLC management incentive plan. In this prospectus, we refer to Tower Automotive Management, LLC as Tower Management, LLC, and we refer to the Tower Automotive Management, LLC management incentive plan as the MIP.

Tower Management, LLC, in turn, purchased an equal number of management incentive interests in our company, which we refer to as the MIP Units. Tower Management, LLC has no assets other than the MIP Units. Accordingly, the Management MIP Units held by our Named Executive Officers and certain of our board members and consultants represent indirect ownership interests in the MIP Units.

The MIP is designed to align the interests of Management MIP Unit holders with those of our stockholders by providing such holders with an indirect ownership interest in us.

We awarded a cash bonus payment to each Named Executive Officer in an amount equal to the purchase price for the Management MIP Units ($500 per unit) together with a “gross-up” payment intended to compensate each Named Executive Officer for the estimated income taxes such person would incur as a result of receiving the bonus payment. Executives, including the Named Executive Officers, purchased an aggregate of 925 Management MIP Units for an aggregate purchase price of $462,500. In connection with the related purchases, we awarded bonuses to our executives in an aggregate amount of $462,500 and aggregate gross-up payments that totaled $267,072. Mr. Malcolm purchased 300 Management MIP Units; Messrs. Gouin and Pumphrey and Dr. Meleghy each purchased 100 Management MIP Units; and Mr. Rajkovic purchased 175 Management MIP Units.

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The Management MIP Units are subject to time-vesting and performance-vesting requirements. For each of Messrs. Malcolm, Rajkovic and Pumphrey and Dr. Meleghy, 25% of the participant’s time-based Management MIP Units vested on August 1, 2008, and the remaining time-based Management MIP Units are scheduled to vest in equal amounts on the successive three anniversaries of the first vesting date. For Mr. Gouin, 25% of his Management MIP Units vested on November 19, 2008, and his remaining time-based Management MIP Units are scheduled to vest in equal amounts on the successive three anniversaries of his first vesting date. The performance-vesting requirements relate to Cerberus’ return on its investment. Management MIP Units also fully vest if a “Liquidation Event” (as defined in the MIP) occurs while a holder is employed by us. This offering will not constitute a liquidation event under the MIP. A “Liquidation Event” under the MIP occurs if we sell all or substantially all of our assets, if we consummate a merger, acquisition or sale in which our stockholders receive consideration for at least 50% of their equity interests, if we liquidate or dissolve or if Tower International Holdings, LLC undergoes a reorganization or similar transaction that its board of managers declares to be a Liquidation Event.

After giving effect to our Corporate Conversion, the Management MIP Units will represent indirect equity interests in Tower International Holdings, LLC, and will remain outstanding following consummation of this offering. Tower International Holdings, LLC will have the same capital structure as we had prior to the consummation of the Corporate Conversion. Holders of preferred units of Tower International Holdings, LLC will be entitled to a priority distribution from Tower International Holdings, LLC of $170.9 million as of December 31, 2009 plus a ten percent per annum preferred return prior to distributions by Tower International Holdings, LLC to any holders of common units and MIP Units. Our Named Executive Officers will not hold any of the preferred units of Tower International Holdings, LLC. Immediately after giving effect to the Corporate Conversion, Tower International Holdings, LLC will have 8,500 common units owned by Cerberus outstanding and up to 1,465 MIP Units outstanding, and distributions in respect of common units and MIP Units will be made ratably. See “—2009 Outstanding Equity Awards at Fiscal Year-End” below for additional information regarding the Management MIP Units.

No MIP Units or Management MIP Units were issued or sold in 2009 and we do not expect to issue or sell any additional MIP Units or Management MIP Units.

2010 Equity Incentive Plan

Our board of directors has adopted a new equity incentive plan—which we refer to as our 2010 Equity Incentive Plan—pursuant to which a total of              shares of our common stock are authorized for issuance in the form of stock options, restricted stock awards and other equity-based awards. See “— Long Term Incentive Compensation Awards—2010 Long-Term Incentive Plan.”

The Compensation Committee will determine any future equity awards granted to each Named Executive Officer pursuant to the 2010 Equity Incentive Plan.

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Long Term Incentive Compensation Awards

We plan to enter into long-term compensation agreements with senior executives, including all of our Named Executive Officers and certain directors, as a means of recognizing their performance since August 1, 2007. We refer to these agreements collectively as our 2010 Long-Term Incentive Program. The Committee believes that this program will serve as a retention and motivation tool.

Upon consummation of this offering, we will grant to each of Messrs. Malcolm, Gouin, Rajkovic and Pumphrey and Dr. Meleghy RSUs under our 2010 Equity Incentive Program. Based on the mid-point of the price range for offering our common stock to the public as set forth on the cover page of this prospectus, our Named Executive Officers will receive the following number of RSUs: Mr. Malcolm,              RSUs; Mr. Gouin,              RSUs; Mr. Rajkovic,              RSUs; Mr. Pumphrey,              RSUs; and Dr. Meleghy,              RSUs. Upon consummation of this offering, we will also grant an aggregate of              RSUs to other executive officers pursuant to the 2010 Long-Term Incentive Program.

Such RSUs will vest according to the following schedule:

• fifty percent of the RSUs will vest on the later to occur of (i) nine months after consummation of this offering and (ii) March 15 of the calendar year following the consummation of the offering, which later date we refer to as the First Vesting Date; and

• the balance of the RSUs will vest on the later to occur of (i) eighteen months after the consummation of this offering and (ii) January 1 of the second calendar year following the consummation of the offering, which later date we refer to as the Second Vesting Date.

Such RSUs shall vest on the vesting date described above if the executive is employed by us on such vesting date.

Such RSUs shall also vest for an executive in the event that we or one of our applicable affiliates terminate the executive’s employment for any reason other than for “cause”, as defined in the plan, or the executive’s employment terminates due to death or disability. In the case of such a non-cause termination,

• that occurs prior to the First Vesting Date, 50% of the RSUs will vest on the earlier to occur of (i) the First Vesting Date and (ii) December 31 of the calendar year during which such non-cause termination occurs; and

• that occurs after the First Vesting Date but before the Second Vesting Date, 100% of the RSUs will vest on the earlier to occur of (i) the Second Vesting Date and (ii) December 31 of the calendar year during which such non-cause termination occurs.

The Compensation Committee believes that the above vesting dates are appropriate in light of the performance of our executives in guiding our company during a difficult economic environment.

Special Incentive Compensation

In February 2010, our Compensation Committee approved the creation of a special incentive program, which we refer to as the Special Incentive Program. The Special Incentive Program provides for an aggregate bonus pool of $5.5 million. The Special Incentive Program was designed to recognize the performance of the Named Executive Officers and certain other senior executives in our achieving certain events, including the consummation of this offering.

Our board has determined that this offering triggers the payment of awards under the Special Incentive Program. Upon consummation of this offering, Messrs. Malcolm, Gouin, Rajkovic and Pumphrey and Dr. Meleghy are entitled to receive cash bonuses under the Special Incentive Program in the amounts of $            , $            , $            , $             and $            , respectively.

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Defined Contribution Plan Retirement Benefits

We maintain a 401(k) Plan, a qualified defined contribution plan, and the Named Executive Officers resident in the United States are eligible to participate in this plan. We match 100% of the first 1% of each participant’s compensation that is contributed to the plan and 50% of the next 5% of such participant’s compensation that is contributed to the plan.

Employment Agreements and Severance Benefits

We have entered into employment agreements with each of the Named Executive Officers, other than William Pumphrey, whose employment terms are set forth in an offer letter. The employment agreements provide for the payment of severance benefits to the Named Executive Officers under specified circumstances. In entering into these agreements, we considered the benefit of receiving confidentiality, non-competition, non-solicitation and non-disparagement protections. The amount and type of benefits under the employment agreements are described below under “—Potential Payments Upon Termination—Severance—Employment Agreements.”

Perquisites and Other Benefits

Messrs. Malcolm, Gouin, Rajkovic and Pumphrey and Dr. Meleghy receive non-accountable cash perquisites in annual gross amounts of $25,000, $25,000, $25,000, $35,000 and $10,800, respectively. We consider such amounts to be market competitive and part of the compensation package we believe is necessary to attract key talent. There are no restrictions on how each Named Executive Officer may use such cash perquisites.

The Named Executive Officers participate in the Company’s other benefit plans on the same terms as other employees. These plans include medical and dental insurance and life insurance.

Stock Ownership Guidelines

There are currently no equity ownership requirements or guidelines that any of our Named Executive Officers or other employees must meet or maintain.

Policy Regarding Restatements

We do not currently have a formal policy requiring a fixed course of action with respect to compensation adjustments following a restatement of financial results. If we were to consider a restatement of our financial statements, our board or the Compensation Committee would evaluate whether future compensation adjustments were appropriate based upon the facts and circumstances surrounding the restatement.

Internal Revenue Code Section 162(m)

Section 162(m) of the Code generally disallows a tax deduction for compensation in excess of $1 million per year paid by a publicly held corporation to its chief executive officer, chief financial officer and to each of its three other most highly compensated executive officers, unless the compensation qualifies as “performance-based” or is otherwise exempt from Section 162(m). Under a transition rule, for a limited period of time after a company becomes publicly held, the deduction limits do not apply to any compensation paid pursuant to a compensation plan or agreement that existed during the period in which the corporation was not publicly held. The Compensation Committee considers the potential impact of Section 162(m) on compensation decisions, and maintains flexibility to approve compensation for an executive officer that does not meet the deductibility requirements of Section 162(m) in order to provide competitive compensation packages.

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Compensation Tables

The following table summarizes the compensation paid by us to the Named Executive Officers for services rendered during the fiscal years ended December 31, 2009 and 2008.

2009 Summary Compensation Table

Name and Principal Position	Year	Salary			Bonus			Non-Equity Incentive Plan Compensation(1)		All Other Compensation			Total
Mark Malcolm	2009	$	653,333	(2)		—		$	552,718	$	26,260	(3)	$	1,232,312
President and Chief Executive Officer	2008	$	800,000		$	247,117	(4)	$	999,200	$	26,470	(3)	$	2,072,787
James Gouin	2009	$	408,750	(5)		—		$	281,565	$	26,199	(3)	$	716,514
Executive Vice President and Chief Financial Officer	2008	$	450,000		$	82,372	(4)	$	562,050	$	26,200	(3)	$	1,120,622
Michael Rajkovic	2009	$	499,584	(5)		—		$	344,135	$	26,260	(3)	$	869,979
Executive Vice President and Chief Operating Officer	2008	$	550,000		$	144,152	(4)	$	686,950	$	26,403	(3)	$	1,407,504
William Pumphrey	2009	$	408,750	(5)		—		$	211,174	$	71,986	(6)	$	691,910
President, Americas	2008	$	450,000		$	82,372	(4)	$	421,538	$	35,000	(7)	$	988,910
Gyula Meleghy	2009	$	418,560	(5)		—		$	216,242	$	319,967	(9)	$	954,769
President, International Operations(8)	2008	$	460,800		$	107,944	(10)	$	431,654	$	578,187	(11)	$	1,578,585

(1) Amounts earned pursuant to the Tower Bonus Plan.

(2) For 2009, reflects a 20% voluntary reduction in annual base salary from February through December 2009.

(3) Represents a non-accountable cash perquisite.

(4) Represents bonus paid to the executive in connection with his purchase of Management MIP Units.

(5) For 2009, reflects a 10% voluntary reduction in annual base salary from February through December 2009.

(6) Amount includes $35,000 as a perquisite allowance to be used for a vehicle lease, financial and tax planning, and club dues; also includes a $36,986 guaranteed payment pursuant to the terms of Mr. Pumphrey’s offer letter.

(7) Represents $35,000 as a perquisite allowance to be used for a vehicle lease, financial and tax planning, and club dues.

(8) Amounts for Dr. Meleghy were converted from Euros to U.S. dollars using the exchange rate effective December 31, 2009 of €1.00 to $1.44 and from Yen to U.S. dollars using the exchange rate effective December 31, 2009 of ¥92.43 to $1.00.

(9) Amount includes $19,039 representing the cost of a company vehicle, $14,674 in cell phone costs, $10,800 as a perquisite allowance and $15,846 in company-paid insurance payments. Also, includes allowances pursuant to Dr. Meleghy’s expatriate assignment which includes $48,600 as a goods and services allowance, $9,806 as a car and driver allowance, $77,825 as a housing allowance, $3,253 as a utilities allowance, $6,395 as a home leave allowance, $1,921 as a furniture allowance, $1,812 as a club membership allowance, and $109,996 in tax gross-ups.

(10) Includes $50,704 paid to Dr. Meleghy in connection with his purchase of Management MIP Units and $57,240 representing a retention bonus.

(11) Amount includes $21,600 as a perquisite allowance and $15,515 in company-paid insurance premiums. Also, includes allowances pursuant to Dr. Meleghy’s expatriate assignment, which includes $97,200 as a goods and services allowance, $19,612 as a car and driver allowance, $168,776 as a housing allowance, $5,831 as a utilities allowance, $16,903 as a home leave allowance, $14,033 as a furniture allowance, $3,953 as a club membership allowance, $23,450 as an education allowance and $191,313 in tax gross-ups.

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Grants of Plan-Based Awards

The following sets forth certain information with respect to grants of plan-based awards for the year ended December 31, 2009 made to our Named Executive Officers.

2009 Grants of Plan-Based Awards

Name	Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)
	Threshold ($)(2)	Target ($)(3)		Maximum ($)(4)
Mark Malcolm	—	$	883,360	—
James Gouin	—	$	450,000	—
Michael Rajkovic	—	$	550,000	—
William Pumphrey	—	$	337,500	—
Gyula Meleghy	—	$	337,500	—

(1) Dollar amounts represent the potential award opportunities at the threshold, target and maximum levels under the 2009 Tower Bonus Plan. No other awards were made under the 2009 Tower Bonus Plan to the Named Executive Officers during 2009. Amounts actually earned are reflected in the Summary Compensation Table.

(2) Participants under the 2009 Tower Bonus Plan are entitled to a payout so long as the minimum criteria for payments under the 2009 Tower Bonus Plan are satisfied. The minimum criteria under the 2009 Tower Bonus Plan required that we remain in compliance with all debt covenants during 2009 relating to our ABL facility and first lien term loan and that we achieve Cash Flow of at least negative $65 million and Adjusted EBITDA Improvement of at least positive $66 million. The chart above reflects that if those criteria were met but not exceeded, no payouts would have been made.

(3) Represents the amounts that would have been paid if we remained in compliance with all debt covenants during 2009 relating to our ABL facility and first lien term loan and achieved break-even Cash Flow and Adjusted EBITDA Improvement of $123.5 million.

(4) There is no maximum amount of cash bonus awards under the 2009 Tower Bonus Plan.

Outstanding Equity Awards at Fiscal Year-End Table

The following 2009 Outstanding Equity Awards at Fiscal Year-End table summarizes our Named Executive Officers’ outstanding equity awards under all plans at December 31, 2009.

2009 Outstanding Equity Awards at Fiscal Year-End

Name	Unit Awards
	Number of Management MIP Units That Have Not Vested (#)	Market Value of Management MIP Units That Have Not Vested ($)(1)
Mark Malcolm	237.5	—
James Gouin	75	—
Michael Rajkovic	131	—
William Pumphrey	80	—
Gyula Meleghy	80	—

(1) There was no established market value for the Management MIP Units at December 31, 2009 and will be no established market value for the Management MIP Units after this offering is completed. If (i) a liquidation event had occurred on December 31, 2009 under the MIP, (ii) the Corporate Conversion had occurred on or before that date and (iii) the Management MIP Units had a market value that is equal to the valuation of such units determined by the Company as of                 , 2010 pursuant to FASB ASC 718 “Stock-based Compensation”, which we refer to as the Implied MIP Unit Value, each of Mr. Malcolm’s, Mr. Gouin’s, Mr. Rajkovic’s and Mr. Pumphrey’s and Dr. Meleghy’s unvested Management MIP Units would have had values of $                , $                , $                , $                 and $                , respectively.

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Units Vested Table

The table below shows the Management MIP Units held by the Named Executive Officers that vested in 2009 as well as the total number of vested Management MIP Units held by the Named Executive Officers.

Name	Unit Awards		Total Vested Management MIP Units(2)
	Number of Management MIP Units Acquired on Vesting in 2009	Value Realized on Vesting in 2009(1)
Mark Malcolm	31.25	—	62.5
James Gouin	12.5	—	25
Michael Rajkovic	22	—	44
William Pumphrey	10	—	20
Gyula Meleghy	10	—	20

(1) If at December 31, 2009, each Management MIP Unit had a value equal to the Implied MIP Unit Value, the value realized on vesting in 2009 for Messrs. Malcolm, Gouin, Rajkovic, Pumphrey and Meleghy would have been $            , $            , $            , $             and $            , respectively.

(2) Represents all vested Management MIP Units held by the Named Executive Officer as of December 31, 2009.

Potential Payments Upon Termination

Severance—Employment Agreements

We have employment agreements with each of Messrs. Malcolm (dated August 1, 2007, as amended), Gouin (dated November 1, 2007, as amended) and Rajkovic (dated August 16, 2007, as amended) and Dr. Meleghy (dated February 15, 2000). Each of the employment agreements was approved and authorized by the Compensation Committee or our board of directors (other than Dr. Meleghy’s agreement, which was assumed by the Predecessor). Our employment agreements with Messrs. Malcolm, Gouin and Rajkovic continue until July 31, 2010, October 31, 2010 and August 15, 2010, respectively. However, those agreements will automatically be extended for successive one year periods if we give the executives written notice of renewal at least 60 days before the expiration of the then existing term. We intend to provide that notice to each of Messrs. Malcolm, Gouin and Rajkovic. The current term of Dr. Meleghy’s employment agreement expires on December 31, 2010. Dr. Meleghy’s employment agreement is automatically renewable for periods of 12 months on each January 1 unless either he or we provide the other with notice of non-renewal at least six months before the term would renew. We do not intend to furnish such notice to Dr. Meleghy on or before June 30, 2010. Mr. Pumphrey does not have an employment agreement specifying a term of employment, but he does have an offer letter that sets forth certain terms and conditions of his employment.

Each agreement provides for a minimum annual base salary ($800,000 for Mr. Malcolm, $450,000 for Mr. Gouin, $550,000 for Mr. Rajkovic, and €300,000 for Dr. Meleghy; in Dr. Meleghy’s case, we increased the base salary to €320,000), and the agreements for Messrs. Malcolm, Rajkovic and Gouin provide that the executive’s base salary may be increased from time to time at our discretion. Mr. Pumphrey’s offer letter provides for an annual base salary of $450,000. Each of the agreements also provide for eligibility for annual incentive compensation at the target level of 125% of base salary for Mr. Malcolm, 100% of base salary for Messrs. Gouin and Rajkovic and 75% of base salary for Dr. Meleghy. Mr. Pumphrey’s offer letter provides for a target of 60% of base salary and we increased this amount to 75%.

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If Messrs. Malcolm’s, Gouin’s or Rajkovic’s employment is terminated by us for “cause”, or in the case of Messrs. Malcolm and Gouin by the executive without “good reason,” as these terms are defined in their respective employment agreements, the executive will be entitled to receive the following benefits, which we refer to as the accrued benefits:

• the amount of any base salary earned and due but not paid through the date of termination;

• the amount of any annual bonus relating to the calendar year prior to the year of termination that was earned on the applicable bonus approval date but unpaid; and

• any reimbursable expenses that have not been reimbursed.

If Mr. Malcolm’s, Mr. Gouin’s or Mr. Rajkovic’s employment is terminated due to his death or disability, if we terminate any such executive’s employment without “cause,” if he terminates his employment for “good reason” (other than in the case of Mr. Rajkovic) or if his employment agreement terminates because we do not elect to extend the term of the agreement, he will receive the following benefits:

• the accrued benefits;

• an aggregate amount equal to (i) in the case of Mr. Malcolm, two times his annualized base salary in effect as of the effective date of termination payable in 12 equal monthly installments, and (ii) in the case of Messrs. Gouin and Rajkovic, one times his annualized base salary in effect as of the effective date of termination payable in 12 equal monthly installments; and

• COBRA premiums will be waived to the extent the cost of coverage exceeds the cost we charge for active employees for similar coverage, until the first to occur of (i) the first twelve months of COBRA coverage or (ii) the date the executive is covered under another group health plan.

If Mr. Pumphrey’s or Dr. Meleghy’s employment is terminated involuntarily and without cause, the executive will be entitled to receive, pursuant to our executive severance policy, an aggregate amount equal to one times his annualized base salary as of the effective date of termination. COBRA premiums will be waived to the extent the cost of coverage exceeds the cost we charge for active employees for similar coverage, until the first to occur of (i) the first twelve months of COBRA coverage or (ii) the date the executive is covered under another group health plan. Dr. Meleghy may be entitled to additional benefits under German law.

The following tables set forth the benefits potentially payable to each Named Executive Officer in the event of a termination of such person’s employment, assuming that such events occurred as of the date of the consummation of this offering:

Mark Malcolm	Severance Amounts(1)			Benefits Continuation		Vested     RSUs			Total
Termination by us for any reason (other than by us for cause) or because we do not extend the term of Mr. Malcolm’s employment agreement	$	1,600,000	(2)	—	(3)	$	(4	)	$
Termination by Mr. Malcolm for good reason	$	1,600,000	(2)	—	(3)		—		$
Termination by us for cause		—		—			—			—
Termination by Mr. Malcolm without good reason		—		—			—			—

(1) In the event of any termination either by us or by the executive, the executive is entitled to the accrued benefits as described under “Severance—Employment Agreements”.

(2) Aggregate amount represents two times Mr. Malcolm’s annualized rate of base salary as of the effective date of termination in accordance with the terms of his employment agreement.

(3) Pursuant to Mr. Malcolm’s employment agreement, COBRA premiums will be waived to the extent the cost exceeds the cost we charge for active employees for similar coverage for 12 months. Mr. Malcolm has waived health coverage.

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(4) Represents the value of RSUs that accelerate upon termination, based on the assumed mid-point of the range set forth on the cover page of this prospectus. Assumes such RSUs were issued immediately prior to consummation of the offering.

James Gouin	Severance Amounts(1)			Benefits Continuation			Vested     RSUs			Total
Termination by us for any reason (other than by us for cause) or because we do not extend the term of Mr. Gouin’s employment agreement	$	450,000	(2)	$	10,705	(3)	$	(4	)	$
Termination by Mr. Gouin for good reason	$	450,000	(2)	$	10,705	(3)		—		$
Termination by us for cause		—			—			—			—
Termination by Mr. Gouin without good reason		—			—			—			—

(1) In the event of termination either by us or by the executive, the executive is entitled to the accrued benefits as described under “Severance—Employment Agreements”.

(2) Aggregate amount represents one times Mr. Gouin’s annualized rate of base salary as of the effective date of termination in accordance with the terms of his employment agreement.

(3) Pursuant to Mr. Gouin’s employment agreement, COBRA premiums will be waived to the extent the cost exceeds the cost we charge for active employees for similar coverage for 12 months.

(4) Represents the value of RSUs that accelerate upon termination, based on the assumed mid-point of the range set forth on the cover page of this prospectus. Assumes such RSUs were issued immediately prior to consummation of the offering.

Michael Rajkovic	Severance Amounts(1)			Benefits Continuation			Vested     RSUs			Total
Termination by us for any reason (other than by us for cause) or because we do not extend the term of Mr. Rajkovic’s employment agreement	$	550,000	(2)	$	10,751	(3)	$	(4	)	$
Termination by us for cause or resignation by Mr. Rajkovic		—			—			—			—

(1) In the event of termination either by us or by the executive, the executive is entitled to the accrued benefits as described under “Severance—Employment Agreements”.

(2) Aggregate amount represents one times Mr. Rajkovic’s annualized rate of base salary as of the effective date of termination in accordance with the terms of his employment agreement.

(3) Pursuant to Mr. Rajkovic’s employment agreement, COBRA premiums will be waived to the extent the cost exceeds the cost we charge for active employees for similar coverage for 12 months.

(4) Represents the value of RSUs that accelerate upon termination, based on the assumed mid-point of the range set forth on the cover page of this prospectus. Assumes such RSUs were issued immediately prior to consummation of the offering.

William Pumphrey	Severance Amounts			Benefits Continuation			Vested RSUs			Total
Termination by us for any reason (other than by us for cause)	$	450,000	(1)	$	10,749	(2)	$	(3	)	$
Termination by us for cause or by Mr. Pumphrey		—			—			—			—

(1) Aggregate amount represents one times Mr. Pumphrey’s annualized rate of base salary as of the effective date of termination in accordance with the terms of our executive severance policy.

(2) Pursuant to the terms of our executive severance policy, COBRA premiums will be waived to the extent the cost exceeds the cost we charge for active employees for similar coverage for 12 months.

(3) Represents the value of RSUs that accelerate upon termination, based on the assumed mid-point of the range set forth on the cover page of this prospectus. Assumes such RSUs were issued immediately prior to consummation of the offering.

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Dr. Meleghy	Severance Amounts			Benefits Continuation	Vested     RSUs			Total
Termination by us for any reason (other than by us for cause)	$	460,800	(1)	—	$	(2	)	$
Termination by us for cause or by Dr. Meleghy		—		—		—			—

(1) Aggregate amount equal to one times Dr. Meleghy’s annualized rate of base salary as of the effective date of termination in accordance with the terms of our executive severance policy. The executive’s annual base salary is €320,000. The amount shown in the table represents the executive’s base salary converted from Euros to U.S. dollars using the foreign exchange rate effective on December 31, 2009 of €1.00 = $1.44.

(2) Represents the value of RSUs that accelerate upon termination, based on the assumed mid-point of the range set forth on the cover page of this prospectus. Assumes such RSUs were issued immediately prior to consummation of the offering.

Stock Incentive Plan

The following is a summary of the material terms of our 2010 Equity Incentive Plan. This description is not complete. For more information, we refer you to the full text of the Equity Incentive Plan, which we filed as an exhibit to the registration statement of which this prospectus forms a part.

The purposes of the Equity Incentive Plan are (i) to attract and retain highly competent employees, directors, consultants and other advisors to serve our company and its affiliates; (ii) to provide additional incentives to such persons by aligning their interests with those of our shareholders; and (iii) to promote the success and business of our company.

The Equity Incentive Plan authorizes the grant of the following types of awards: nonqualified stock options, or NSOs, incentive stock options, or ISOs, stock appreciation rights, or SARs, restricted stock, restricted stock units, or RSUs, performance shares, performance units, other cash-based awards and other stock-based awards. Awards may be granted to employees, officers, non-employee directors, consultants and other service providers of our company and its affiliates. However, ISOs may be granted only to employees.

We have authorized a total of              shares of common stock for issuance pursuant to all awards granted under the Equity Incentive Plan. The number of shares issued or reserved pursuant to the Equity Incentive Plan (or pursuant to outstanding awards) is subject to adjustment as a result of mergers, consolidations, reorganizations, stock splits, stock dividends and other changes in our common stock. Shares subject to awards that have been terminated, expired unexercised, forfeited or settled in cash do not count as shares issued under the Equity Incentive Plan. No person may receive awards of stock options or SARs during any calendar year for more than              shares of our common stock.

As contemplated by our 2010 Long-Term Incentive Program, upon consummation of this offering, we will grant RSUs to each of Messrs. Malcolm, Gouin, Rajkovic and Pumphrey and Dr. Meleghy under the Equity Incentive Plan. Such RSUs are subject to time-based vesting. See “—Long Term Incentive Cash Compensation Awards—2010 Long-Term Incentive Plan.”

Administration.    The Equity Incentive Plan will be administered by the Compensation Committee. The Compensation Committee has the discretion to determine the individuals to whom awards may be granted under the Equity Incentive Plan, the number of shares of our common stock subject to each award, the type of award, the manner in which such awards will vest and the other conditions applicable to awards. The Compensation Committee is authorized to interpret the Equity Incentive Plan, to establish, amend and rescind any rules and regulations relating to the Equity Incentive Plan and to make any other determinations that it deems necessary or desirable for the administration of the Equity Incentive Plan. All decisions, determinations and interpretations by the Compensation Committee, and any rules and regulations under the Equity Incentive Plan and the terms and conditions of or operation of any award, are final and binding on all participants.

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Stock Options.    The Compensation Committee will determine the exercise price and other terms for each option and whether the options are NSOs or ISOs, but the exercise price of any option will not be less than 100% of the fair market value of a share of our common stock on the date of grant, as determined by the Compensation Committee. ISOs may be granted only to employees and are subject to certain other restrictions. To the extent an option intended to be an ISO does not qualify as an ISO, it will be treated as a nonqualified option. A participant may exercise an option by written notice and payment of the exercise price in shares, cash or a combination of shares and cash, as determined by the Compensation Committee, including an irrevocable commitment by a broker to pay over the net proceeds from a sale of the shares issuable under an option, the delivery of previously owned shares and/or withholding of shares deliverable upon exercise. The maximum term of any option granted under the Equity Incentive Plan is ten years from the date of grant. The Compensation Committee may, in its discretion, permit a holder of an NSO to exercise the option before it has otherwise become exercisable, in which case the shares of our common stock issued to the recipient will continue to be subject to the vesting requirements that applied to the NSO before exercise.

Stock Appreciation Rights.    The Compensation Committee may grant SARs independent of or in connection with an option. The Compensation Committee will determine the other terms applicable to SARs. The exercise price per share of a SAR will be determined by the Compensation Committee, but will not be less than 100% of the fair market value of a share of our common stock on the date of grant, as determined by the Compensation Committee. The maximum term of any SAR granted under the Equity Incentive Plan is ten years from the date of grant. Generally, each SAR will entitle a participant upon exercise to an amount equal to:

• the excess of the fair market value on the exercise date of one share of our common stock over the exercise price, multiplied by

• the number of shares of common stock covered by the SAR.

Payment may be made in shares of our common stock, in cash, or partly in common stock and partly in cash, all as determined by the Compensation Committee.

Restricted Stock and Restricted Stock Units.    The Compensation Committee may award restricted common stock and/or RSUs under the Equity Incentive Plan. Restricted stock awards consist of shares of stock that are transferred to a participant subject to restrictions that may result in forfeiture if specified conditions are not satisfied. RSUs confer the right to receive shares of our common stock, cash, or a combination of shares and cash, at a future date upon or following the attainment of certain conditions specified by the Compensation Committee. The Compensation Committee will determine the restrictions and conditions applicable to each award of restricted stock or RSUs, which may include performance-based conditions. Although we do not expect to declare any dividends in the foreseeable future, dividends with respect to restricted stock may be paid to the holder of the shares as and when dividends are paid to shareholders or at the time that the restricted stock vests, as determined by the Compensation Committee. Unless the Compensation Committee determines otherwise, holders of restricted stock will have the right to vote the shares. The Equity Incentive Plan authorizes us to withhold from participants shares of common stock having a fair market value equal to our withholding obligation with respect to restricted stock and/or RSUs.

Performance Shares and Performance Units.    The Compensation Committee may award performance shares and/or performance units under the Equity Incentive Plan. Performance shares and performance units are awards, denominated in either shares or U.S. dollars, which are earned during a specified performance period subject to the attainment of performance criteria, as established by the Compensation Committee. The Compensation Committee will determine the restrictions and conditions applicable to each award of performance shares and performance units.

Other Stock-Based and Cash-Based Awards.    The Compensation Committee may award other types of equity-based or cash-based awards under the Equity Incentive Plan, including the grant or offer for sale of shares of our common stock that do not have vesting requirements and the right to receive one or more cash payments subject to satisfaction of such conditions as the Compensation Committee may impose.

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Performance Criteria.    Vesting of awards granted under the Equity Incentive Plan may be subject to the satisfaction of one or more performance goals established by the Compensation Committee. The performance goals may vary from participant to participant, group to group, and period to period. Performance goals may be weighted for different factors and measures. The Compensation Committee will certify the degree of attainment of performance goals after the end of each year.

Transferability.    Unless otherwise determined by the Compensation Committee, awards granted under the Equity Incentive Plan are not transferable other than by will or by the laws of descent and distribution.

Change in Control.    The Compensation Committee may, at the time of the grant of an award provide for the effect of a change in control (as defined in the Equity Incentive Plan) on any award, including (i) accelerating or extending the time periods for exercising, vesting in, or realizing gain from any award, (ii) eliminating or modifying the performance or other conditions of an award, or (iii) providing for the cash settlement of an award for an equivalent cash value, as determined by the Compensation Committee. The Compensation Committee may, in its discretion and without the need for the consent of any recipient of an award, also take one or more of the following actions contingent upon the occurrence of a change in control: (a) cause any or all outstanding options and SARs to become immediately exercisable, in whole or in part; (b) cause any other awards to become non-forfeitable, in whole or in part; (c) cancel any option or SAR in exchange for a substitute option; (d) cancel any award of restricted stock, RSUs, performance shares or performance units in exchange for a similar award of the capital stock of any successor corporation; (e) redeem any restricted stock, RSU, performance share or performance unit for cash and/or other substitute consideration with a value equal to the fair market value of an unrestricted share of our common stock on the date of the change in control; (f) cancel any option or SAR in exchange for cash and/or other substitute consideration based on the value of our common stock on the date of the change in control, and cancel any option or SAR without any payment if its exercise price exceeds the value of our common stock on the date of the change in control; or (g) make such other modifications, adjustments or amendments to outstanding awards as the Compensation Committee deems necessary or appropriate.

Effectiveness of the Equity Incentive Plan; Amendment and Termination.    The Equity Incentive Plan will become effective upon the closing of this offering. It was adopted by our board on                     , 2010 and approved by our equity owners on                     , 2010. The Equity Incentive Plan will remain available for the grant of awards until the tenth anniversary of the effective date. The board may amend, alter or discontinue the Equity Incentive Plan in any respect at any time, but no amendment may materially and adversely affect the rights of a participant under any awards previously granted, without his or her consent, except that stockholder approval will be needed for any amendment that would increase the maximum number of shares available for awards, reduce the exercise price of outstanding options or SARs, change the class of eligible participants, or if otherwise required by applicable law or stock market requirements.

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Director Compensation

The following table sets forth a summary of our non-employee directors’ compensation for fiscal 2009. Mark Malcolm, our President and Chief Executive Officer, also serves on our board of directors. Mr. Malcolm, however, does not receive any compensation for his board service beyond the compensation he receives as an executive officer of our company. Dev Kapadia, a member of our board and an employee of CCM, does not receive any compensation from us for serving on the board. Seth Gardner, a former member of our board and former employee of CCM, similarly did not receive any compensation from us.

Director Compensation

Name	Fees Earned or Paid in Cash			Non-Equity Incentive Plan Compensation			All Other Compensation	Total
Daniel Ajamian(1)	$	612,500	(2)	$	469,275	(3)	—	$	1,081,775
Seth Gardner(4)		—			—		—		—
Dev Kapadia		—			—		—		—
Larry Schwentor	$	363,333	(5)	$	250,280	(6)	—	$	613,613
Rande Somma	$	272,500	(5)	$	140,783	(7)	—	$	413,283

(1) Mr. Ajamian ceased serving on our Board in February 2010.

(2) Reflects a 20% voluntary reduction in fees from February through December 2009.

(3) Represents amounts paid to Anthem Management Group, LLC pursuant to the Service Agreement, dated as of August 1, 2007, by and among Tower Automotive, LLC, Daniel Ajamian and Anthem Management Group, LLC, as amended. Mr. Ajamian is the sole member of Anthem Management Group, LLC.

(4) Mr. Gardner ceased serving on our Board in November 2009.

(5) Reflects a 10% voluntary reduction in fees from February through December 2009.

(6) Represents amounts paid to MGT4VALUE LLC pursuant to the Service Agreement, dated as of August 1, 2007, between Tower Automotive, LLC, Larry Schwentor and MGT4VALUE LLC, as amended. Mr. Schwentor is the sole member of MGT4VALUE LLC.

(7) Represents amounts paid to Rande Somma & Associates LLC pursuant to the Service Agreement, dated as of December 1, 2007, between Tower Automotive LLC, Rande Somma and Rande Somma & Associates LLC, as amended. Rande Somma is the sole member of Rande Somma & Associates LLC.

Service Agreements with Certain Current and Former Directors

We have entered into service agreements with each of Rande Somma and his affiliate (dated December 1, 2007, as amended), Mr. Schwentor and his affiliate (dated August 1, 2007, as amended) and Mr. Ajamian and his affiliate (dated August 1, 2007, as amended). Each of the service agreements was approved and authorized by our board of directors. The service agreements of Messrs. Somma, Schwentor and Ajamian continue until December 1, 2010, August 1, 2010 and August 1, 2010, respectively. We do not expect to renew Mr. Schwentor’s services agreement and Mr. Ajamian’s services agreement terminated in February 2010.

Each of the service agreements provides for a minimum base consulting fee ($300,000 for Mr. Somma; $400,000 for Mr. Schwentor; and $750,000 for Mr. Ajamian), which may be increased if the base salary of our chief executive officer is increased during the term of the service agreement. Each of the service agreements also provides or provided for eligibility for annual incentive compensation at target levels of $225,000 for Mr. Somma, $400,000 for Mr. Schwentor and $750,000 for Mr. Ajamian, and for reimbursement of certain tax, legal and other expenses incurred by the consultant under the service agreement.

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If the consulting engagement of any of Messrs. Somma, Schwentor or Ajamian is terminated by us for “cause,” as that term is defined in the applicable consulting agreement, or is voluntarily terminated by the consultant, the consultant will be entitled to receive the following benefits, which we refer to as the accrued consultant benefits:

• the amount of the base consulting fee earned and due but not paid through the date of termination;

• the amount of any annual bonus relating to the calendar year prior to the year of termination that was earned on the applicable bonus approval date but unpaid; and

• any reimbursable expenses that have not been reimbursed.

If the consulting engagement of any of Messrs. Somma, Schwentor or Ajamian is terminated because of the consultant’s death or because the consultant becomes “disabled,” as that term is defined in the applicable consulting agreement, the consultant will be entitled to receive the following benefits:

• the accrued consultant benefits;

• in the event of termination following the consultant’s disability (but not in the event of termination because of the consultant’s death), the consulting fee for the period beginning on the date of such termination and ending on the date which is three months after the date of such termination; and

• a pro rata portion (based on the number of days elapsed during the calendar year in which such termination occurs) of the annual bonus for the calendar year in which the termination occurs.

If the consulting agreement of any of Messrs. Somma, Schwentor or Ajamian is terminated by us without “cause,” as that term is defined in the applicable consulting agreement, or if the consulting period terminates upon expiration of its term, the consultant will be entitled to receive the following benefits:

• the accrued consultant benefits;

• a pro rata portion (based on the number of days elapsed during the calendar year in which such termination occurs) of the annual bonus for the calendar year in which the termination occurs; and

• if terminated by us without cause prior to the expiration of its term, the consulting fee for the remainder of the then existing term of the consulting agreement.

Director Equity Compensation

The following table shows the aggregate number of unvested Management MIP Units held on December 31, 2009 by each person who was a non-employee director at that time (including any Management MIP Units which are held by an entity controlled by such director). See “ Equity-based Incentive Awards—Management Incentive Plan.”

Name	Unvested Management MIP Units at Fiscal Year-End
Dev Kapadia	—
Daniel Ajamian	150
Larry Schwentor	75
Rande Somma	25

Mr. Somma through his affiliate consummated the purchase of 50 Management MIP Units, Mr. Schwentor through his affiliate consummated the purchase of 150 Management MIP Units and Mr. Ajamian through his affiliate consummated the purchase of 300 Management MIP Units, all on substantially the same terms as the purchases made by the Named Executive Officers, except that none of the directors received bonus payments or

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related gross-up payments in connection with these purchases. Each paid a purchase price of $500 per Management MIP Unit. See “—Equity-Based Incentive Awards” for a discussion of Management MIP Units held by Mr. Malcolm.

The Management MIP Units are subject to time-vesting and performance-vesting requirements. Under their respective purchase agreements, each of Messrs. Somma, Schwentor and Ajamian are required to provide services to us or one of our affiliates on the applicable time-based vesting date in order for time-vesting time to occur. For Mr. Somma, 50% of his time-based Management MIP Units vested on November 30, 2008, and his remaining time-based Management MIP Units vested on November 30, 2009. For each of Messrs. Schwentor and Ajamian, 50% of his time-based Management MIP Units vested on July 31, 2008, and his remaining time-based Management MIP Units vested on July 31, 2009. The performance vesting requirement relates to Cerberus’ return on its investment.

Other Director Compensation

Upon consummation of this offering and as contemplated by the 2010 Long-Term Incentive Program, we will grant to Mr. Schwentor and Mr. Somma RSUs under our 2010 Equity Incentive Program. Based on the mid-point of the price range for offering our common stock to the public as set forth on the cover page of this prospectus, Mr. Schwentor will receive                  RSUs, and Mr. Somma will receive                  RSUs. Such RSUs vest according to the same vesting schedule applicable to the Named Executive Officers.

Director Fees

Effective as of                     , 2010, our board of directors approved a revised compensation program pursuant to which we will provide the following compensation to our non-employee directors:

• annual retainer fee of $            ;

• annual equity grants of restricted stock or stock options valued at $            ; and

• initial one time grants of restricted stock or stock options valued at $             for new directors.

We reimburse each non-employee member of our board of directors for out-of-pocket expenses incurred in connection with attending our board and committee meetings. Directors do not participate in a nonqualified deferred compensation plan and we do not pay any life insurance policies for the directors.

Limitation of Liability and Indemnification of Officers and Directors

Our certificate of incorporation limits the personal liability of directors for breach of fiduciary duty to the maximum extent permitted by the Delaware General Corporation Law. Our certificate of incorporation provides that no director will have personal liability to us or to our stockholders for monetary damages for breach of fiduciary or other duties as a director. However, these provisions do not eliminate or limit the liability of any of our directors:

• for any breach of their duty of loyalty to us or our stockholders;

• for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

• for voting or assenting to unlawful payments of dividends or other distributions; or

• for any transaction from which the director derived an improper personal benefit.

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Any amendment to or repeal of these provisions will not eliminate or reduce the effect of these provisions in respect of any act or failure to act, or any cause of action, suit or claim that would accrue or arise prior to any amendment or repeal or adoption of an inconsistent provision. If the Delaware General Corporation Law is amended to provide for further limitations on the personal liability of directors of corporations, then the personal liability of our directors will be further limited to the greatest extent permitted by the Delaware General Corporation Law.

In addition, our certificate of incorporation provides that we must indemnify our directors and officers and we must advance expenses, including attorneys’ fees, to our directors and officers in connection with legal proceedings, subject to limited exceptions.

Compensation for Employees Who Are Not Named Executive Officers or Directors

2009 Tower Bonus Plan

Certain employees who are not Named Executive Officers also participated in the 2009 Tower Bonus Plan. In general, such employees participated in the plan on the same terms as generally applicable to the Named Executive Offers. However, with respect to certain of those participants, 30% of bonus payouts were based on company-wide Adjusted EBITDA Improvement performance, 20% of bonus payouts were based on regional Adjusted EBITDA Improvement performance (based on our performance in the participant’s region), 30% of bonus payouts were based on company-wide Cash Flow performance, and 20% of bonus payouts were based on regional Cash Flow performance (based on our performance in the participant’s region). The applicable regions for the regional Adjusted EBITDA Improvement and Cash Flow targets were North America, Europe, South America, Korea and China.

Value Creation Plan

Tower Management, LLC, after approval by the Compensation Committee, adopted a value creation plan, which we refer to as the Value Creation Plan, effective as of January 1, 2008. On February 19, 2010, Tower Management, LLC assigned the Value Creation Plan to us and we amended and restated the plan. Approximately seventy colleagues are eligible to participate in the Value Creation Plan, but none of the Named Executive Officers or other officers are participants.

Upon consummation of this offering, we will establish a potential bonus pool based on the price to public of common stock in this offering. Based on the mid-point of the price range set forth in the cover page of this prospectus, such bonus pool would be in the amount of $            .

We are obligated to make bonus payments under this plan in the event that Tower International Holdings, LLC or the equity owners of Tower International Holdings, LLC sell shares of our common stock resulting in cumulative proceeds equal to, as of December 31, 2009, $170.9 million plus an amount accruing at the rate of 10% per year on such amount through the date of consummation of such sale. We refer to such event as a shareholder liquidation event.

To be eligible for a bonus under the Value Creation Plan, a participant must generally remain in our employment through the date of payment.

Supplemental Value Creation Program

Effective February 19, 2010, our Compensation Committee approved the creation of a cash bonus program, which we refer to as the Supplemental Value Creation Program. Approximately seventy colleagues are eligible to participate in the Supplemental Value Creation Program, but none of the Named Executive Officers or other officers are participants.

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Upon consummation of this offering, we will establish a potential bonus pool of up to $7.5 million for purposes of the Supplemental Value Creation Program. Awards made under the program are to be paid according to the following schedule:

• fifty percent (50%) of the award shall be paid on the later to occur of (i) nine months after consummation of this offering and (ii) March 15 of the calendar year following the consummation of this offering; and

• fifty percent (50%) of the award shall be paid on the later to occur of (i) eighteen months after consummation of this offering and (ii) January 1 of the second calendar year following consummation of this offering.

To be eligible for a bonus under the Supplemental Value Creation Program, a participant must generally remain in our employment through the date of payment.

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

As of December 31, 2009, Cerberus, our controlling stockholder, owned $403.9 million of our first lien term loan and all of our $27.5 million letter of credit facility. The following table sets forth, as of December 31, 2009, the aggregate amount of our indebtedness under our first lien term loan and letter of credit facility and the portion of that indebtedness which is owned by Cerberus:

	Aggregate Principal Amount		Portion Owned by Cerberus
First lien term loan	$	471.0 million	$	403.9 million	(86%)
Letter of credit facility	$	27.5 million	$	27.5 million	(100%)

Cerberus acquired these interests in market transactions with other lenders.

The maximum amount of indebtedness that was owed by us at any time during the year ended December 31, 2009 on our first lien term loan was $502.8 million. This facility requires principal payments of 1%, paid quarterly at the end of January, April, July and October of each year. This facility matures on July 31, 2013. In the event that the lenders seeks to exercise certain rights that they may have pursuant to the finance documents governing such indebtedness, such actions could be adverse to the interests of our stockholders. We intend to utilize at least     % of the net proceeds from this offering to reduce our indebtedness by repaying a portion of the indebtedness outstanding under our                     . See “Use of Proceeds.” For additional information regarding our indebtedness, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Debt” and note 8 to our consolidated financial statements.

Cerberus does not charge us a quarterly or annual management or sponsor fee. Except as described below, we have not paid any fees to Cerberus in connection with consulting services provided by Cerberus. We reimbursed Cerberus Operations and Advisory Company, LLC, or COAC, an affiliate of CCM, less than $0.1 million during 2009, $0.8 million during 2008 and $0.3 million during 2007 for consulting services. We also paid $1.1 million to Cerberus for reimbursement of its acquisition related costs during 2007. We expect to enter into an ongoing management services agreement with COAC or another affiliate of CCM, effective upon completion of this offering. Under that agreement, we will provide COAC or such other affiliate with certain operating, financial and other information regarding us and COAC or such other affiliate will provide management advisory services to us upon our request. If we make such a request, we will reimburse COAC or such other affiliate for the salaries and benefits of the individuals providing such services.

On August 3, 2007, an affiliate of Cerberus acquired 80% of the Chrysler division from DaimlerChrysler Corporation. We sell certain products from our North American operations to Chrysler. Sales of these products amounted to $144.9 million for the year ended December 31, 2008 and $81.1 million for the period from August 1, 2007 to December 31, 2007. Our accounts receivable with Chrysler at December 31, 2008 and 2007, were $6.5 million and $4.9 million, respectively. On April 30, 2009, Chrysler filed for bankruptcy. Our sales to Chrysler during the four months ended April 30, 2009 were $17.7 million.

We made pension payments of approximately $0.3 million in 2009, 2008, and 2007 to the mother of Gyula Meleghy, our President, International Operations, as required pursuant to the terms of the acquisition by the Predecessor of Dr. Meleghy & Co. GmbH on January 1, 2000.

For information regarding payments we have made under service agreements with entities controlled by three of our directors, see “Compensation Disclosure and Analysis—Director Compensation—Service Agreements with Certain Directors.”

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Registration Rights Agreement

Registration Rights

In connection with this offering, we will enter into a registration rights agreement with Tower International Holdings, LLC.

Demand Rights

Under the registration rights agreement, Tower International Holdings, LLC holds registration rights that allow it at any time after six months following the consummation of this offering (but not within 180 days after the consummation of any other public offering) to request that we register for resale under the Securities Act all or any portion of the shares of our common stock that Tower International Holdings, LLC owns. Tower International Holdings, LLC is entitled to an unlimited number of such demand registrations. We are not required to maintain the effectiveness of any resale registration statement for more than 210 days (of which the effectiveness of the registration statement may be suspended pursuant to a stop order or the like for up to 30 days). We are also not required to effect any demand registration within 30 days prior to the filing of, or during the 180 days following the effectiveness of, a registration statement for which Tower International Holdings, LLC holds “piggyback” registration rights (as described below) and are given the opportunity to sell shares pursuant to such registration statement. We may refuse a request for demand registration if, in our reasonable judgment, it is not feasible for us to proceed with the registration because of the existence of any acquisition, disposition or other material transaction or financing activity involving us, or because of the unavailability of audited financial statements or our possession of material information that it would not be in our best interests to disclose in a registration statement, provided that such refusal only results in one 180 day delay to the registration and only occurs one time in any twelve-month period.

Piggyback Rights

Tower International Holdings, LLC also holds “piggyback” registration rights exerciseable at any time commencing six months following this offering that allow it to include the shares of our stock that it owns in any public offering of equity securities initiated by us (other than those public offerings pursuant to registration statements on forms that do not permit registration for resale by them). These “piggyback” registration rights are subject to proportional cutbacks based on the manner of such offering and the identity of the party initiating such offering.

Indemnification; Expenses

We have agreed to indemnify Tower International Holdings, LLC against any losses or damages resulting from any untrue statement or omission of material fact in any registration statement or prospectus pursuant to which it sells our shares, unless such liability arose from Tower International Holdings, LLC’s misstatement or omission, and Tower International Holdings, LLC has agreed to indemnify us against all losses caused by its misstatements or omissions in those documents. We will pay all expenses incidental to our performance under the registration rights agreement, and Tower International Holdings, LLC will pay its respective portion of all underwriting discounts, commissions and transfer taxes relating to the sale of its shares under the registration rights agreement.

Voting Agreement

RSUs will be issued to our executive officers upon consummation of this offering. Each recipient of such RSUs will be required to enter into a voting agreement with Tower International Holdings, LLC whereby such persons agree to vote such shares as directed by Tower International Holdings, LLC. Cerberus controls Tower International Holdings, LLC.

Related Person Transaction Policy

Our board of directors recognizes that related person transactions, as defined in our related person transaction policy, present a heightened risk of actual or perceived conflicts of interest that could damage the

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reputation and public trust of our company. The board therefore has adopted this policy to govern the procedures for review and consideration of all related person transactions involving us to help ensure that any such transactions are timely identified and given appropriate consideration. It is our policy to enter into or ratify related person transactions only when the board, acting through the audit committee or as otherwise prescribed by the related person transaction policy, determines that the related person transaction in question is in, or is not inconsistent with, the best interests of our company and our stockholders.

The audit committee will review this policy annually and will recommend amendments, if any, to the board for its consideration. In addition, the board has determined that the audit committee of the board shall consider and, if deemed advisable, approve each related person transaction. The audit committee will consider all of the relevant facts and circumstances available to the audit committee, including but not limited to: (i) the benefits to our company; (ii) the impact on a director’s independence in the event the related person is a director, an immediate family member of a director or an entity in which a director is a partner, stockholder or executive officer; (iii) the availability of other sources for comparable products or services; (iv) the terms of the proposed related person transaction; and (v) the terms available to unrelated third parties or to employees generally in an arms-length negotiation. No member of the audit committee will participate in any review, consideration or approval of any related person transaction with respect to which such member or any of his or her immediate family members is the related person.

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PRINCIPAL STOCKHOLDERS

The following table sets forth certain information as of February 28, 2010, with respect to the beneficial ownership of our common stock, after giving effect to the Corporate Conversion and this offering, by:

• each of our Named Executive Officers;

• each of our directors;

• all of our directors and executive officers as a group; and

• each person or group of affiliated persons who is known by us to beneficially own more than 5% of our common stock.

The amounts and percentages of common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the SEC’s rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. Unless otherwise indicated below, each beneficial owner named in the table below has sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable. The information set forth in the following table excludes any shares of our common stock purchased in this offering by the respective beneficial owner and assumes that our Corporate Conversion has taken place.

The number of shares of common stock outstanding used in calculating the percentage for each listed person or entity excludes              shares reserved for issuance under RSUs issuable pursuant to one of our benefit plans in connection with the consummation of this offering, based on the assumed mid-point of the range set forth on the cover page of this prospectus.

Unless otherwise indicated, the address of each beneficial owner is c/o Tower International, Inc., 17672 Laurel Park Drive North, Suite 400E, Livonia, MI 48152.

	Shares Beneficially Owned Prior to This Offering		Shares Beneficially Owned After Offering
Name of Beneficial Owner	Number	Percent	Number	Percent
Named Executive Officers and Directors:
Mark Malcolm(1)	—	—	—	—
James Gouin(2)	—	—	—	—
Michael Rajkovic(3)	—	—	—	—
William Pumphrey(4)	—	—	—	—
Gyula Meleghy(5)	—	—	—	—
Dev Kapadia	—	—	—	—
Larry Schwentor(6)	—	—	—	—
Rande Somma(7)
Executive officers and directors as a group (11 persons)(8)	—	—	—	—
5% Stockholders
Stephen Feinberg(9)
Total	—	—	—	—

  * Less than 1%.

(1) Excludes (i)              shares of common stock underlying RSUs to be issued in connection with the consummation of this offering, based on the assumed mid-point of the range set forth on the cover page of this prospectus, and (ii) the 300 Management MIP Units held by Mr. Malcolm.

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(2) Excludes              shares of common stock underlying RSUs to be issued in connection with the consummation of this offering, based on the assumed mid-point of the range set forth on the cover page of this prospectus. Excludes the 100 Management MIP Units held by Mr. Gouin.

(3) Excludes              shares of common stock underlying RSUs to be issued in connection with the consummation of this offering, based on the assumed mid-point of the range set forth on the cover page of this prospectus. Excludes the 175 Management MIP Units held by Mr. Rajkovic.

(4) Excludes              shares of common stock underlying RSUs to be issued in connection with the consummation of this offering, based on the assumed mid-point of the range set forth on the cover page of this prospectus. Excludes the 100 Management MIP Units held by Mr. Pumphrey.

(5) Excludes              shares of common stock underlying RSUs to be issued in connection with the consummation of this offering, based on the assumed mid-point of the range set forth on the cover page of this prospectus. Excludes the 100 Management MIP Units held by Dr. Meleghy.

(6) Excludes              shares of common stock underlying RSUs to be issued in connection with the consummation of this offering, based on the assumed mid-point of the range set forth on the cover page of this prospectus. Excludes the 150 Management MIP Units held by Mr. Schwentor.

(7) Excludes              shares of common stock underlying RSUs to be issued in connection with the consummation of this offering, based on the assumed mid-point of the range set forth on the cover page of this prospectus. Excludes the 50 Management MIP Units held by Mr. Somma.

(8) Excludes              shares of common stock underlying RSUs to be issued in connection with the consummation of this offering, based on the assumed mid-point of the range set forth on the cover page of this prospectus. Excludes          Management MIP Units held by the executive officers and directors.

(9) Tower International Holdings, LLC will acquire 8,500 common units and 10,000 redeemable preferred units of Tower Automotive, LLC, which, in the aggregate, will be converted into              shares of our common stock pursuant to the Corporate Conversion effected prior to the consummation of this offering. Stephen Feinberg, through one or more intermediate entities, exercises sole voting and dispositive authority over all of the securities owned by Tower International Holdings, LLC. Thus, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Mr. Feinberg is deemed to beneficially own              shares of our common stock. The Address for Mr. Feinberg is c/o Cerberus Capital Management, L.P., 299 Park Avenue, New York, NY 10171.

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DESCRIPTION OF CERTAIN INDEBTEDNESS

The following is a summary of the material provisions of the instruments evidencing our material indebtedness. This summary is not a complete description of all of the terms of the agreements governing our material indebtedness. Copies of the material agreements governing our material indebtedness have been filed as exhibits to our registration statement filed in connection with this offering.

On July 31, 2007, certain of our subsidiaries entered into credit agreements to finance the acquisition of substantially all of the assets and the assumption of certain liabilities of the Predecessor, Tower Automotive, Inc. The credit agreements provided for a revolving credit facility in the aggregate amount of $200 million, which has subsequently been reduced to $150 million, a first lien term loan, which was divided into two tranches of $250 million and $260 million (or €190.8 million), a second lien term loan of $115 million (which has been repaid) and a synthetic letter of credit facility of $60 million (which has been reduced to $27.5 million). The revolving credit facility also provides for the issuance of letters of credit in aggregate amount not to exceed $75 million.

The proceeds of the credit agreements were used, in part, to pay the purchase price of the acquisition, for related fees and expenses and for general corporate purposes.

Two of our subsidiaries, one domestic and one European, are borrowers under the credit agreement. The US borrower under the credit agreements is Tower Automotive Holdings USA, LLC and the European borrower under the credit agreements is Tower Automotive Holdings Europe, B.V. The US borrower is a named borrower under each of the credit agreements, whereas the European borrower is a named borrower under all credit facilities except for the revolving credit facility.

Revolving Credit Facility

Expiration Date

The expiration date for the revolving credit facility is July 31, 2012.

Interest and Borrowings

Advances under the revolving credit facility bear interest at a base rate plus a margin or LIBOR plus a margin. The applicable margins are determined by the average availability under the revolving credit facility over the preceding three months. The applicable margins as of December 31, 2009 were 0.75% per annum and 1.75% per annum for base rate and LIBOR based borrowings, respectively. As of December 31, 2009 there was a $100.3 million borrowing base under the revolving credit facility and $24.5 million of borrowings and $0.3 million of letters of credit were outstanding under that facility.

Security and Guarantees

The revolving credit facility is secured by (1) a first-priority lien on all accounts receivable, inventory, cash, investments, property, plant and equipment of the US borrower and the guarantors, (2) a second-priority pledge of 65% of any voting and 100% of any non-voting equity interests held in any foreign subsidiary by the US borrower and the guarantors, and (3) a second-priority lien on all other tangible and intangible assets of the US borrower and the guarantors.

The revolving credit facility is guaranteed by us, certain intermediate holding companies and by our direct and indirect domestic subsidiaries.

Covenants

The revolving credit facility agreement contains customary covenants applicable to our subsidiaries and us. The revolving credit facility agreement contains certain financial covenants, as well as restrictions on, among

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other things, our ability to: incur debt; incur liens; declare or make distributions to our equity holders; make loans and investments; repay debt; enter into mergers, acquisitions and other business combinations; engage in asset sales; amend or modify our governing documents; enter into sale and lease-back transactions; make capital expenditures; enter into certain hedging arrangements; change our fiscal year; enter into restrictive agreements; and enter into transactions with affiliates.

Our ABL revolver contains a financial maintenance covenant ratio, which we refer to as the fixed charge coverage ratio. Compliance with the fixed charge coverage ratio is determined by comparing consolidated lender-adjusted EBITDA to consolidated fixed charges, each as defined in the credit agreement governing our ABL revolver. If we have less than ten percent of the total commitment available (provided that such number cannot be less than $10 million or greater than $20 million) available under our ABL revolver for more than five consecutive days, we are required to maintain a fixed charge coverage ratio of not less than 1.00 to 1.00 on a rolling four quarter basis. We were not required to maintain a minimum fixed charge coverage ratio under our ABL revolver during 2009. If we are required at any time to maintain the fixed charge coverage ratio, such requirement will end after we have more than ten percent of the total commitment available (provided that such number cannot be less than $10 million or greater than $20 million) for twenty consecutive days. Our financial condition and liquidity would be adversely impacted by the violation of our covenants.

Events of Default

The revolving credit facility agreement includes customary events of default, including, but not limited to, payment defaults; material misrepresentations; breaches of covenants; bankruptcy; change of control; material judgments; certain ERISA related breaches and cross-defaults to material indebtedness.

First Lien Term Loan

The first lien term loan was borrowed in two tranches, with $250 million advanced to the US borrower and the Euro currency equivalent of $260 million (or €190.8 million) advanced to the European borrower. The first lien term loan requires principal payments of 1%, paid quarterly at the end of each January, April, July and October. As of December 31, 2009, Cerberus owned approximately 86% of the first lien term loan. The first lien term loan matures on July 31, 2013.

Mandatory Prepayments

Certain events trigger a mandatory pro rata principal payment under the first lien loan credit agreement, including our achievements at specified levels of excess cash flow. In such a case, the mandatory payment against the first lien term loans shall first be applied pro rata to the satisfaction of the next four scheduled principal payments. Any amount of a mandatory payment in excess of the next four scheduled principal payments shall be applied pro rata against the remaining scheduled principal payments.

On December 28, 2007, we made a mandatory principal payment of $75 million from the proceeds of the sale of our equity interest in Metalsa. This payment was allocated as follows: (1) $62.1 million to the second lien term loan, (2) $9.8 million to the US Dollar tranche and (3) $3.1 (or €2.2) million to the Euro tranche of the first lien term loan.

Interest and Borrowings

The first lien term loan carried an initial rate of interest equal to 4.00% per annum plus the applicable USD LIBOR or EURIBOR rate. Effective on December 26, 2007, by amendment to the first lien term loan credit agreement, the applicable margin increased to 4.25% per annum. As of December 31, 2009, the outstanding principal balance on the US Dollar and Euro tranches was $204.3 million and 266.7 (or €186.3) million, respectively. The interest rates in effect as of December 31, 2009 were 4.56% per annum and 4.86% per annum on the US Dollar and Euro tranches, respectively.

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Security and Guarantees

The first lien term loan is secured by (1) a first-priority lien on 65% of any voting and 100% of any non-voting equity interests held in any foreign subsidiary by the US borrower and the guarantors, (2) a first-priority lien on all other tangible and intangible assets of the US borrower and the guarantors, (3) a first-priority lien on all accounts receivable, inventory, cash, investments, property, plant and equipment of the European borrower and the guarantors, and (4) a second-priority lien on all accounts receivable, inventory, cash, investments, property, plant and equipment of the US borrower and the guarantors.

The first lien term loan is guaranteed by us, by certain intermediate holding companies, by our direct and indirect domestic subsidiaries and by certain of our foreign subsidiaries.

Covenants

The first lien term loan credit agreement contains customary covenants applicable to our subsidiaries and us. The first lien term loan credit agreement contains certain financial covenants, as well as restrictions on, among other things, us and our subsidiaries ability to: incur debt; incur liens; declare or make distributions to our equity holders; make loans and investments; repay debt; enter into mergers, acquisitions and other business combinations; engage in asset sales; amend or modify our governing documents; enter into sale and lease-back transactions; enter into restrictive agreements; make capital expenditures; enter into certain hedging arrangements; change our fiscal year, and enter into transactions with affiliates.

Our first lien term loan contains a leverage covenant ratio, which we refer to as the first priority leverage ratio. Compliance with this ratio is determined by comparing our first priority debt to consolidated lender-adjusted EBITDA, each as defined in the credit agreement governing our first lien term loan. We are required to maintain a first priority leverage ratio of not greater than 4.25 to 1.00 on a rolling four quarter basis. In addition, our first lien term loan contains a financial maintenance covenant ratio referred to as the interest coverage ratio, which is determined by comparing consolidated lender-adjusted EBITDA to consolidated interest expense, excluding amounts not paid or payable in cash, each as defined in the credit agreement governing our first lien term loan. We are required to maintain an interest coverage ratio of not less than 2.00 to 1.00 on a rolling four quarter basis. As of December 31, 2009, we were in compliance with the required leverage ratio and interest coverage ratio covenants. Our financial condition and liquidity would be adversely impacted by the violation of any of our covenants.

Events of Default

The first lien term loan credit agreement includes customary events of default, including but not limited to, payment defaults; material misrepresentations; breaches of covenants; bankruptcy; change of control; material judgments; certain ERISA related breaches and cross-defaults to material indebtedness.

Letter of Credit Facility

The letter of credit facility, which is part of the first lien term loan credit agreement, is fully cash collateralized by the deposit lenders for purposes of replacing or backstopping letters of credit. The cash collateral was deposited by the deposit lenders in a restricted deposit account, and neither we nor any of our subsidiaries has any right, title or interest in such cash collateral. On April 8, 2009, the letter of credit facility was reduced from $60 million to $30 million. On September 30, 2009, the letter of credit facility was further reduced by $2.5 million from $30 million to $27.5 million. As of December 31, 2009, the outstanding letters of credit under the letter of credit facility were $27.3 million. Applicable fees were initially 4.25% of the aggregate letters of credit outstanding for commissions and fronting fees and a deposit fee of 0.15% based on the amount of the cash collateral deposit. Effective as of December 26, 2007, upon amendment of the first lien term loan credit agreement, the applicable letter of credit commissions, outstanding letter of credit fees, and fronting fees increased by 25 basis points to 4.65%.

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As of December 31, 2009, the weighted average interest rate of our credit facilities was 4.59% per annum.

As of December 31, 2009, we believe that we are in full compliance with the financial, reporting and other covenants that govern our credit agreements.

Interest Rate Swaps

We were required by the credit agreements to enter into two derivative interest rate swap agreements during the third quarter of 2007 with notional principal amounts of $182.5 million and €100 million. These derivative agreements effectively fixed interest rates at 5.06% per annum and 4.62% per annum, respectively, on a portion of floating debt. The swaps limit the changes in cash flows which result from changes in interest rates. The swaps expire on August 31, 2010. Periodic measurement of hedge effectiveness is performed quarterly. Any changes in the effective portion of these derivatives are recorded as a component of accumulated other comprehensive income (loss), a component of stockholders’ equity, while any ineffective portion will be recorded in earnings and reflected in the consolidated statement of income as part of interest expense. As of December 31, 2009, no ineffective portion exists and the fair values of these derivatives are recorded as a liability of $10.6 million within accrued liabilities on our consolidated balance sheet. The fair value of our interest rate swaps was determined based on third-party valuation models.

Other Indebtedness

Generally, borrowings of foreign subsidiaries are made under credit agreements with commercial lenders and are used to fund working capital and other operating requirements.

South Korea

Our South Korean subsidiary has borrowings in South Korea of $114 million which have interest rates ranging from 3.95% per annum to 9.96% per annum. The majority of these borrowings are subject to annual renewal. Substantially all of the assets of our South Korea subsidiary serve as collateral.

During the second quarter of 2009, our South Korean subsidiary obtained commitments of $20.8 million (Korean Won 24.5 billion) from two local South Korean banks and through participation in the South Korean government’s Collateralized Bond Obligation program. As of December 31, 2009, we have drawn $19.1 million (KRW 22.5 billion) against these new commitments, leaving $1.7 million (KRW 2 billion) undrawn and available. This new debt is primarily unsecured and has maturities of between one and three years, with an average maturity of 2.3 years.

During the third quarter of 2009, our South Korean subsidiary obtained new term loan financing from a local bank in South Korea of $4.3 million (KRW 5 billion). This subsidiary used $2 million (KRW 2.4 billion) of the proceeds to repay a portion of an existing, higher interest rate term loan at another local bank. The subsidiary did not incur prepayment penalty. The remainder of the proceeds are to be used to support increased inter-company sales from our South Korean tool shop to overseas affiliates. This new debt is unsecured and has a one year maturity.

Brazil

One of our Brazilian subsidiaries obtained new term loan financing of $15.8 million (R$ 28 million) in January 2009. This new credit was provided pursuant to bilateral agreements with three local banks. All loans have a duration of one year or less, are secured by certain fixed and current assets, and accrue interest rates ranging from 12.7% per annum to 18.9% per annum. Periodic interest and principal payments are required. During June 2009, one of the banks provided a new $2.3 million (R$ 4 million) loan. As of December 31, 2009, the aggregate balance outstanding is $13.3 million (R$ 23.2 million).

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Italy

During the second quarter of 2009, local banks in Italy increased the receivable factoring facilities available to one of our Italian subsidiaries by $21.5 million (€14.7 million). As of December 31, 2009, the receivable factoring facilities available to our subsidiary are $39.2 million (€27.4 million). These are uncommitted, demand facilities which are subject to termination at the discretion of the banks. Any factoring under these facilities is with recourse, and is secured by the accounts receivable factored. As of December 31, 2009, the liability is recorded on our consolidated balance sheet in current maturities of long-term debt.

Capital Leases

We have capital lease obligations of $17.6 million as of December 31, 2009.

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DESCRIPTION OF CAPITAL STOCK

The following description of our capital stock and provisions of our certificate of incorporation and bylaws are summaries. You should refer to the certificate of incorporation and the bylaws that will be in effect upon completion of this offering, copies of which have been filed with the SEC as exhibits to our registration statement, of which this prospectus forms a part. The description of our common stock reflects the Corporate Conversion which will occur prior to the closing of this offering.

Upon the closing of this offering, our authorized capital stock will consist of              shares of common stock, par value $0.01 per share, and              shares of preferred stock, par value $0.01 per share. Immediately prior to the offering, after giving effect to the Corporate Conversion, we will have              issued and outstanding shares of common stock and will not have any issued and outstanding preferred stock.

Common Stock

Upon the closing of the Corporate Conversion and this offering, there will be              shares of common stock outstanding (assuming no exercise of the underwriters’ option to purchase additional shares). All shares of our common stock that will be issued pursuant to the Corporate Conversion, as well all shares of our common stock that will be issued on completion of this offering, will be fully paid and nonassessable.

Subject to preferences that may be applicable to any then outstanding series of preferred stock, the holders of common stock are entitled to receive ratably any dividends that may be declared from time to time by the board of directors. In the event of our liquidation, dissolution or winding-up, the holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding. Our common stock has no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to our common stock.

The holders of our common stock are entitled to one vote per share and do not have cumulative voting rights. As a result, stockholders owning or controlling more than 50% of the total votes cast for election of directors can elect all the directors in that slate for the year.

Preferred Stock

Our board of directors has the authority, by adopting resolutions, to issue up to                 shares of preferred stock in one or more series, with the designations and preferences for each series set forth in the adopting resolutions. Our certificate of incorporation authorizes our board of directors to determine, among other things, the rights, preferences and limitations pertaining to each series of preferred stock. Our board of directors could authorize the issuance of preferred stock with terms and conditions that could discourage a takeover or other transaction that some holders of our common stock might believe to be in their best interests or in which holders of common stock might receive a premium for their shares over and above the market price.

Limitations on Directors’ Liability

Our certificate of incorporation, which will be filed immediately upon the occurrence of the Corporate Conversion, will indemnify our directors to the fullest extent permitted by the DGCL. The DGCL permits a corporation to limit or eliminate a director’s personal liability to the corporation or the holders of its capital stock for breach of duty. This limitation is generally unavailable for acts or omissions by a director which (i) were in bad faith, (ii) were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated or (iii) involved a financial profit or other advantage to which such director was not legally entitled. The DGCL also prohibits limitations on director liability for acts or omissions which resulted in a violation of a statute prohibiting certain dividend declarations, certain payments to stockholders after dissolution and particular types of loans. The effect of these provisions is to eliminate our rights and the rights of our stockholders (through

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stockholders’ derivative suits on behalf of our company) to recover monetary damages against a director for breach of fiduciary duty as a director (including breaches resulting from grossly negligent behavior), except in the situations described above. These provisions will not limit the liability of directors under the federal securities laws of the United States.

Transfer Agent and Registrar

The Transfer Agent and Registrar for our common stock is             .

Anti-Takeover Effects of Delaware Law and our Corporate Charter Documents

Delaware Law

We are subject to Section 203 of the DGCL. Subject to certain exceptions, Section 203 prevents a publicly held Delaware corporation from engaging in a “business combination” with any “interested stockholder” for three years following the date that the person became an interested stockholder, unless the interested stockholder attained such status with the approval of our board of directors or unless the business combination is approved in a prescribed manner. A “business combination” includes, among other things, a merger or consolidation involving us and the “interested stockholder” and the sale of more than 10% of our assets. In general, an “interested stockholder” is any entity or person beneficially owning 15% or more of our outstanding voting stock and any entity or person affiliated with or controlling or controlled by such entity or person. The restrictions contained in Section 203 are not applicable to any of our existing stockholders that will own 15% or more of our outstanding voting stock upon the closing of this offering.

Our Board

Our board of directors will be divided into three classes with staggered three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election.

Our certificate of incorporation and our bylaws allow for not less than 3 and not more than 15 directors. In addition, our certificate of incorporation and our bylaws provide that upon such date that Cerberus and its affiliates, or any person who is an express assignee or designee of Cerberus of its rights under our certificate of incorporation and such assignee’s or designee’s affiliates (of these entities, we refer to the entity that is the beneficial owner of the largest number of shares as the Designated Controlling Stockholder) ceases to own, in the aggregate, at least 50% of the outstanding shares of our common stock, which we refer to as the 50% Trigger Date, directors may be removed only for cause and only by the affirmative vote of the holders of two-thirds of our outstanding shares of capital stock, unless approved by our board of directors. Under our certificate of incorporation and bylaws, any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, upon the 50% Trigger Date, may be filled by vote of a majority of our directors then in office (prior to that date, any vacancy on the board of directors may be filled by the Designated Controlling Stockholder). Furthermore, our certificate of incorporation provides that upon the 50% Trigger Date, the authorized number of directors may be changed only by the affirmative vote of two-thirds of our outstanding shares of capital stock or by the resolution of our board of directors (prior to that date, the authorized number of directors may be changed by the Designated Controlling Stockholder). The classification of our board of directors and the limitations on the ability of our stockholders to remove directors, change the authorized number of directors and fill vacancies could make it more difficult for a third party to acquire, or discourage a third party from seeking to acquire, control of our company.

Stockholder Action; Special Meeting of Stockholders; Advance Notice Requirements for Stockholder Proposals and Director Nominations

Our certificate of incorporation and our bylaws provide that upon such date that Cerberus and its affiliates, or any person who is an express assignee or designee of Cerberus of its rights under our certificate of

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incorporation and such assignee’s or designee’s affiliates cease to own, in the aggregate, at least 33- ¹/3% of the outstanding shares of our common stock, which we refer to as the 33- ¹/3% Trigger Date, any action required or permitted to be taken by our stockholders at an annual meeting or special meeting of stockholders may only be taken if it is properly brought before such meeting, and if the acting stockholders have fulfilled certain informational requirements, including apprising us of their derivative holdings in the company, and, in the case of director nominations, whether the nominating stockholder has engaged in any related party transactions with the nominee. Our certificate of incorporation and our bylaws provide that, upon the 33- ¹/3% Trigger Date, action may not be taken by written action in lieu of a meeting (prior to that time action may be taken by written consent). Our certificate of incorporation and our bylaws also provide that, upon the 33- ¹/3% Trigger Date except as otherwise required by law, special meetings of the stockholders can only be called by the chairman of our board of directors, or at the written request of a majority of our board of directors (prior to that time, special meetings of stockholders may be called by any of Cerberus, its affiliates, or any assignee or designee of Cerberus, and such assignee’s or designee’s affiliates or any director employed by any of them). These provisions could have the effect of delaying until the next stockholder meeting stockholder actions that are favored by the holders of a majority of our outstanding voting securities.

Voting

The DGCL provides generally that the affirmative vote of a majority of the shares entitled to vote on any matter is required to amend a corporation’s certificate of incorporation or bylaws, unless a corporation’s certificate of incorporation or bylaws, as the case may be, requires a greater percentage. Our bylaws may be amended or repealed by a majority vote of our board of directors or, prior to the 50% Trigger Date, by the Designated Controlling Stockholder and upon the 50% Trigger Date, by our stockholders at any respective regular or special meeting, provided notice of such action must be included in the notice of a special meeting; except for any amendment or repeal of a bylaw provision requiring a supermajority vote of the stockholders to take action under such provision, which amendment or repeal also requires the same supermajority vote of the stockholders; and indemnification rights conferred upon directors or officers of Cerberus by the bylaws, which may only be amended or repealed prospectively.

In addition, on or after the 50% Trigger Date, two-thirds of the outstanding voting stock, voting as a single class, is required to (i) change the number of directors serving on the board of directors and (ii) approve a Business Combination (as defined in the certificate of incorporation) without the fulfillment of several pre-conditions, including; certain minimum requirements with respect to the consideration paid in such Business Combination, the form of consideration, the payment of dividends and minimum dividend payments, as well as prohibitions on interested stockholder transactions and procedural requirements related to the delivery of reports to stockholders.

“Blank Check” Preferred Stock

We will be authorized to issue, without any further vote or action by the stockholders, up to          shares of preferred stock in one or more classes or series and, with respect to each such class or series, to fix the number of shares constituting the class or series and the designation of the class or series, the voting powers, if any, of the shares of the class or series, and the preferences and relative, participating, optional and other special rights, if any, and any qualifications, limitations or restrictions, of the shares of such class or series.

Credit Facility

Under our credit agreements, a change of control may lead the lenders to exercise remedies, such as acceleration of the loan, termination of their obligations to fund additional advances and collection against the collateral securing such loan.

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Registration Rights

Upon the closing of this offering, Tower International Holdings, LLC, which will be the indirect holder of              shares of our common stock, will have the right to require us to register its shares under the Securities Act under specified circumstances.

Demand and Form S-3 Registration Rights

Beginning six months after the closing of this offering, Tower International Holdings, LLC, subject to specified limitations, may require that we register all or part of its shares of our common stock for sale under the Securities Act on an unlimited number of occasions. In addition, Tower International Holdings, LLC may from time to time make demand for registrations on Form S-3, a short form registration statement, when we are eligible to use that form.

Piggyback Registration Rights

If we register any of our common stock, either for our own account or for the account of other securityholders, Tower International Holdings, LLC is entitled to notice of the registration and to include its shares of common stock in the registration.

Limitations and Expenses

Other than in a demand registration, with specified exceptions, Tower International Holdings, LLC’s right to include shares in a registration is subject to the right of the underwriters to limit the number of shares included in the offering. All fees, costs and expenses of any demand registrations, piggyback registrations and any registrations on Form S-3 will be paid by us, and all selling expenses, including underwriting discounts and commissions, will be paid by the holders of the securities being registered.

For additional information, see “Certain Relationships and Related Person Transactions— Registration Rights Agreement.”

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no market for our common stock, and a liquid trading market for our common stock may not develop or be sustained after this offering. Future sales of substantial amounts of our common stock, including shares underlying RSUs or in the public market after this offering, or the anticipation of those sales, could adversely affect the price of our common stock from time to time and could impair our ability to raise capital through sales of our equity securities.

Excluding shares of common stock issuable upon vesting of RSUs, upon the completion of this offering, we will have outstanding              shares of common stock, after giving effect to the issuance of              shares of common stock in this offering. In addition to the shares of common stock outstanding,              shares have been reserved for issuance upon vesting of RSUs that have been issued pursuant to our 2010 Equity Incentive Plan and are subject to vesting schedules that extend for a period of eighteen months after this offering.

Of the shares to be outstanding after the completion of this offering, the            shares sold in this offering will be freely tradable without restriction under the Securities Act unless purchased by our “affiliates,” as that term is defined in Rule 144 under the Securities Act. All of the remaining             shares of common stock are held by “affiliates” and therefore are “restricted securities” under Rule 144 or are otherwise “restricted securities” under Rule 144. After the 180-day lock-up period, these restricted securities may be sold in the public market only if registered or if they qualify for an exemption from registration, such as under Rule 144 or Rule 701 under the Securities Act. All of these restricted securities and all other shares of common stock other than those sold in this offering will be subject to the 180-day lock-up period described below.

Rule 144

In general, a person who has beneficially owned restricted shares of our common stock for at least six months would be entitled to sell such securities, provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the 90 days preceding, a sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale. Persons who have beneficially owned restricted shares of our common stock for at least six months but who are our affiliates at the time of, or any time during the 90 days preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three month period only a number of securities that does not exceed the greater of either of the following:

• 1% of the number of shares of our common stock then outstanding, which will equal approximately              shares immediately after this offering, assuming no exercise of the underwriters’ option to purchase additional shares, based on the number of shares issuable pursuant to our Corporate Conversion; or

• the average weekly trading volume of our common stock on the              during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale;

provided, in each case, that we are subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale. Such sales both by affiliates and by non-affiliates must also comply with the manner of sale, current public information and notice provisions of Rule 144 to the extent applicable.

Lock-Up Agreements

We, our officers and directors, Tower International Holdings, LLC and Cerberus have agreed with the underwriters, subject to certain exceptions, not to sell, dispose of or hedge any shares of our common stock or equity or profits interests of Tower International Holdings, LLC or any securities convertible into or exchangeable for our common stock or equity or profits interests of Tower International Holdings, LLC during the period ending 180 days after the date of this prospectus, except with the prior written consent of each of

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Goldman, Sachs & Co. and Citigroup Global Markets Inc. Notwithstanding the foregoing, if (i) during the last 17 days of the 180-day restricted period, we issue an earnings release or material news or a material event relating to our company occurs; or (ii) prior to the expiration of the 180-day restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the 180-day restricted period, the restrictions described above shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. See “Underwriting.”

Rule 701

Rule 701, as currently in effect, permits resales of shares in reliance upon Rule 144 but without compliance with certain restrictions, including the holding period requirement, of Rule 144. Any of our employees, officers, directors or consultants who purchased shares under a written compensatory plan or contract may be entitled to rely on the resale provisions of Rule 701. Rule 701 permits affiliates to sell their Rule 701 shares under Rule 144 without complying with the holding period requirements of Rule 144. Rule 701 further provides that non-affiliates may sell their shares in reliance on Rule 144 without having to comply with the holding period, public information, volume limitation or notice provisions of Rule 144. All holders of Rule 701 shares are required to wait until 90 days after the date of this prospectus before selling their shares.

Registration Rights

Upon the closing of this offering, the holders of an aggregate of            shares of our common stock will have the right to require us to register these shares under the Securities Act under specified circumstances. After registration pursuant to these rights, these shares will become freely tradable without restriction under the Securities Act. Please see “Description of Capital Stock—Registration Rights Agreement” for additional information regarding these registration rights.

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MATERIAL UNITED STATES FEDERAL INCOME AND ESTATE TAX CONSIDERATIONS

FOR NON-U.S. HOLDERS

The following is a general discussion of certain United States federal income and estate tax consequences of the ownership and disposition of our common stock by a non-U.S. holder that purchases shares pursuant to this offering. As used in this discussion, the term non-U.S. holder means a beneficial owner of our common stock that, for U.S. federal income tax purposes, is an individual, corporation, estate or trust other than:

• an individual who is a citizen or resident of the United States;

• a corporation (including any entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any State thereof or the District of Columbia;

• an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or

• a trust (1) if a U.S. court is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have authority to control all substantial decisions of the trust, or (2) that has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person.

If any entity taxed as a partnership for U.S. federal income tax purposes holds common stock, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. A partnership and a partner of a partnership holding our common stock are urged to consult their own tax advisor.

This discussion does not consider:

• federal gift tax consequences, U.S. state or local or non-U.S. tax consequences (and holders should also note that the rules for determining whether an individual is a non-resident alien for income tax purposes may differ from those applicable for estate tax purposes);

• specific facts and circumstances that may be relevant to a particular non-U.S. holder’s tax position, including, if the non-U.S. holder is a partnership or trust, that the U.S. tax consequences of holding and disposing of our common stock may be affected by certain determinations made at the partner or beneficiary level;

• the tax consequences for the stockholders or beneficiaries of a non-U.S. holder;

• special tax rules that may apply to particular non-U.S. holders, such as financial institutions, insurance companies, tax-exempt organizations, hybrid entities, broker-dealers, traders in securities, U.S. expatriates and former long-term permanent residents of the United States, an integral part or controlled entity of a foreign sovereign, regulated investment companies, “controlled foreign corporations,” “passive foreign investment companies,” corporations that accumulate earnings to avoid U.S. federal income tax, tax-qualified retirement plans, holders subject to the alternative minimum tax, persons who own more than 5% of our common stock and persons who hold or receive our common stock pursuant to the exercise of any employee stock option or otherwise as compensation; or

• special tax rules that may apply to a non-U.S. holder that holds our common stock as part of a straddle, hedge, conversion transaction, synthetic security or other integrated investment.

The following discussion is based on provisions of the Internal Revenue Code of 1986, as amended (the “Code”), applicable U.S. Treasury regulations and administrative and judicial interpretations, all as in effect on the date of this prospectus, and all of which are subject to change, retroactively or prospectively. We have not requested, and do not intend to request, a ruling from the U.S. Internal Revenue Service (the “IRS”) with respect to any of the U.S. federal income or estate tax consequences described below, and as a result there can be no

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assurance that the IRS will agree with the conclusions we have reached and describe herein. The following summary assumes that a non-U.S. holder holds our common stock as a “capital asset” within the meaning of section 1221 of the Code (generally, property held for investment). Each non-U.S. holder should consult a tax advisor regarding the U.S. federal, state, local and non-U.S. income and other tax consequences of acquiring, holding and disposing of shares of our common stock.

Distributions and Dividends

Generally, distributions paid to a non-U.S. holder with respect to our common stock will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. If a distribution exceeds our current and accumulated earnings and profits, the excess will be treated as a tax-free return of the non-U.S. holder’s investment, up to such holder’s tax basis in the common stock. Any remaining excess will be treated as capital gain, subject to the tax treatment described below in “Gain on Disposition of Common Stock.”

In the event that we pay dividends on our common stock, we will have to withhold a U.S. federal withholding tax at a rate of 30%, or a lower rate under an applicable income tax treaty, from the gross amount of dividends paid to a non-U.S. holder.

Dividends that are effectively connected with a non-U.S. holder’s conduct of a trade or business in the United States and, if an income tax treaty applies, attributable to a permanent establishment in the United States (“ECI”), are taxed on a net income basis at the regular graduated rates and in the manner applicable to U.S. persons. In that case, we will not have to withhold U.S. federal withholding tax if the non-U.S. holder complies with applicable certification and disclosure requirements. In addition, in the case of a holder that is a foreign corporation and has ECI, a branch profits tax may be imposed at a 30% rate, or a lower rate under an applicable income tax treaty, on such holder’s dividend equivalent amount.

In order to claim the benefit of an income tax treaty or claim exemption from withholding because the income is effectively connected with the conduct of a trade or business in the United States, the non-U.S. holder must provide a properly executed Form W-8BEN, for treaty benefits, or W-8ECI, for effectively connected income, prior to the payment of dividends. These forms must be periodically updated. Non-U.S. holders should consult their tax advisors regarding their entitlement to benefits under a relevant income tax treaty and their ability to claim exemption from withholding because the income is effectively connected with the conduct of a trade or business in the United States, and related certification requirements.

A non-U.S. holder that is eligible for a reduced rate of U.S. federal withholding tax under an income tax treaty may obtain a refund or credit of any excess amounts withheld by filing an appropriate claim for a refund with the IRS in a timely manner.

Gain on Disposition of Common Stock

A non-U.S. holder generally will not be taxed on gain recognized on a disposition of our common stock unless:

• the gain is effectively connected with a non-U.S. holder’s conduct of a trade or business in the United States and, if an income tax treaty applies, is attributable to a permanent establishment maintained by the non-U.S. holder in the United States; in this case, the gain will be taxed on a net income basis at the regular graduated rates and in the manner applicable to U.S. persons, unless an applicable treaty provides otherwise, and, if the non-U.S. holder is a foreign corporation, the branch profits tax described above may also apply;

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• the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of the disposition and meets other requirements; in this case, the non-U.S. holder will be subject to a 30% tax on the gain derived from the disposition; or

• we are or have been a United States real property holding corporation, or “USRPHC,” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the non-U.S. holder held our common stock. We believe that we are not currently, and we do not anticipate becoming in the future, a USRPHC.

Federal Estate Tax

Common stock owned or treated as owned by an individual who is a non-U.S. holder (as specifically defined for estate tax purposes) at the time of death, will be included in the individual’s gross estate for U.S. federal estate tax purposes, and therefore may be subject to U.S. federal estate tax, unless an applicable estate tax or other treaty provides otherwise.

Information Reporting and Backup Withholding

We must report annually to the IRS and to each non-U.S. holder the amount of dividends paid to that holder and the tax withheld from those dividends. These reporting requirements apply regardless of whether withholding was reduced or eliminated by an applicable income tax treaty. Copies of the information returns reporting those dividends and withholding may also be made available to the tax authorities in the country in which the non-U.S. holder is a resident under the provisions of an applicable income tax treaty or agreement.

Under some circumstances, U.S. Treasury regulations require additional information reporting and backup withholding (currently at a rate of 28%) on some payments on our common stock. The gross amount of dividends paid to a non-U.S. holder that fails to certify its non-U.S. holder status in accordance with applicable U.S. Treasury regulations generally will be reduced by backup withholding at the applicable rate.

The payment of the proceeds of the disposition of our common stock by a non-U.S. holder to or through the U.S. office of any broker generally will be reported to the IRS and reduced by backup withholding unless the non-U.S. holder either certifies its status as a non-U.S. holder under penalties of perjury or otherwise establishes an exemption. The payment of the proceeds of the disposition of our common stock by a non-U.S. holder to or through a non-U.S. office of a non-U.S. broker generally will not be reduced by backup withholding or reported to the IRS unless the non-U.S. broker has certain enumerated connections with the United States. In general, the payment of proceeds from the disposition of our common stock by or through a non-U.S. office of a broker that is a U.S. person or that has certain enumerated connections with the United States will be reported to the IRS and may, in limited circumstances, be reduced by backup withholding, unless the broker receives a statement from the non-U.S. holder, signed under penalty of perjury, certifying its non-U.S. status or the broker has documentary evidence in its files that the holder is a non-U.S. holder.

Non-U.S. holders should consult their own tax advisors regarding the application of the information reporting and backup withholding rules to them.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a non-U.S. holder will be refunded, or credited against the holder’s U.S. federal income tax liability, if any, provided that the required information or appropriate claim for refund is furnished to the IRS in a timely manner.

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UNDERWRITING

Goldman, Sachs & Co. and Citigroup Global Markets Inc. are acting as joint book-running managers of the offering and as representatives of the underwriters named below. Subject to the terms and conditions stated in the underwriting agreement dated the date of this prospectus, each underwriter named below has severally agreed to purchase, and we have agreed to sell to that underwriter, the number of shares set forth opposite the underwriter’s name.

Underwriter	Number of Shares
Goldman, Sachs & Co.
Citigroup Global Markets Inc.
Total

The underwriting agreement provides that the obligations of the underwriters to purchase the shares included in this offering are subject to approval of legal matters by counsel and to other conditions. The underwriters are obligated to purchase all the shares (other than those covered by the option to purchase additional shares described below) if they purchase any of the shares.

Shares sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover page of this prospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount from the initial public offering price not to exceed $             per share. If all the shares are not sold at the initial offering price, the underwriters may change the offering price and the other selling terms. The underwriters do not expect sales to discretionary accounts to exceed five percent of the total number of shares offered. The offering of the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

If the underwriters sell more shares than the total number set forth in the table above, we have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to              additional shares at the public offering price less the underwriting discount. To the extent the option is exercised, each underwriter must purchase a number of additional shares approximately proportionate to that underwriter’s initial purchase commitment. Any shares issued or sold under the option will be issued and sold on the same terms and conditions as the other shares that are the subject of this offering.

We, our officers and directors, Tower International Holdings, LLC and Cerberus have agreed that, for a period of 180 days from the date of this prospectus, we and they will not without the prior written consent of each of Goldman, Sachs & Co. and Citigroup Global Markets Inc., dispose of or hedge any shares of our common stock or equity or profits interests in Tower International Holdings, LLC or any securities convertible into or exchangeable for our common stock or such equity or profits interests. Notwithstanding the foregoing, if (i) during the last 17 days of the 180-day restricted period, we issue an earnings release or material news or a material event relating to our company occurs; or (ii) prior to the expiration of the 180-day restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the 180-day restricted period, the restrictions described above shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

At our request, the underwriters have reserved up to    % of the shares for sale at the initial public offering price to persons who are directors, officers or employees, or who are otherwise associated with us, through a directed share program. The number of shares available for sale to the general public will be reduced by the number of directed shares purchased by participants in the program. Except for our officers and directors at the time of consummation of the offering who have entered into lock-up agreements as contemplated in the

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immediately preceding paragraph, each person buying shares through the directed share program has agreed that, for a period of 25 days from the date of this prospectus, he or she will not, without the prior written consent of each of Goldman, Sachs & Co. and Citigroup Global Markets Inc., dispose of or hedge any shares of our common stock or equity or profits interests of Tower International Holdings, LLC or any securities convertible into or exchangeable for our common stock or equity or profits interests of Tower International Holdings, LLC. For certain officers and directors purchasing shares through the directed share program, the lock-up agreements contemplated in the immediately preceding paragraph shall govern with respect to their purchases. Any directed shares not purchased will be offered by the underwriters to the general public on the same basis as all other shares offered. We have agreed to indemnify the underwriters against certain liabilities and expenses, including liabilities under the Securities Act, in connection with the sales of the directed shares.

Prior to this offering, there has been no public market for our shares. Consequently, the initial public offering price for the shares was determined by negotiations between us and the representatives. Among the factors considered in determining the initial public offering price were our results of operations, our current financial condition, our future prospects, our markets, the economic conditions in and future prospects for the industry in which we compete, our management, and currently prevailing general conditions in the equity securities markets, including current market valuations of publicly traded companies considered comparable to our company. We cannot assure you, however, that the price at which the shares will sell in the public market after this offering will not be lower than the initial public offering price or that an active trading market in our shares will develop and continue after this offering.

We have applied to have our shares listed on the            under the symbol “             .”

The following table shows the underwriting discounts and commissions that we are to pay to the underwriters in connection with this offering. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares.

	No Exercise	Full Exercise
Per share	$	$
Total	$	$

We estimate that the total expenses of this offering will be $            .

In connection with the offering, the underwriters may purchase and sell shares in the open market. Purchases and sales in the open market may include short sales, purchases to cover short positions, which may include purchases pursuant to the option to purchase additional shares, and stabilizing purchases.

• Short sales involve secondary market sales by the underwriters of a greater number of shares than they are required to purchase in the offering.

• “Covered” short sales are sales of shares in an amount up to the number of shares represented by the underwriters’ option to purchase additional shares.

• “Naked” short sales are sales of shares in an amount in excess of the number of shares represented by the underwriters’ option to purchase additional shares.

• Covering transactions involve purchases of shares either pursuant to the option to purchase additional shares or in the open market after the distribution has been completed in order to cover short positions.

• To close a naked short position, the underwriters must purchase shares in the open market after the distribution has been completed. A naked short position is more likely to be created if the

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underwriters are concerned that there may be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.

• To close a covered short position, the underwriters must purchase shares in the open market after the distribution has been completed or must exercise the option to purchase additional shares. In determining the source of shares to close the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the option to purchase additional shares.

• Stabilizing transactions involve bids to purchase shares so long as the stabilizing bids do not exceed a specified maximum.

Purchases to cover short positions and stabilizing purchases, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of the shares. They may also cause the price of the shares to be higher than the price that would otherwise exist in the open market in the absence of these transactions. The underwriters may conduct these transactions on the             , in the over-the-counter market or otherwise. If the underwriters commence any of these transactions, they may discontinue them at any time.

The underwriters and their respective affiliates are full-service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for us, for which they received or will receive customary fees and reimbursement of expenses. In addition,            are lenders under our credit facility.

In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of instruments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve our securities and instruments.

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make because of any of those liabilities.

Notice to Prospective Investors in the European Economic Area

In relation to each member state of the European Economic Area that has implemented the Prospectus Directive (each, a “Relevant Member State”), an offer to the public of any shares described in this prospectus may not be made in that Relevant Member State, except that the shares may be offered to the public in that Relevant Implementation State, if and to the extent they have been implemented in that Relevant Member State:

• to any legal entity that is authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

• to any legal entity that has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;

• to fewer than 100 natural or legal persons in the Relevant Member State (other than qualified investors as defined below) subject to obtaining the prior consent of the underwriters for any such offer; or

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• in any other circumstances that do not require the publication of a prospectus pursuant to Article 3 of the Prospectus Directive,

provided that no such offer of the shares shall result in a requirement for the publication by the Company or the underwriters of a prospectus pursuant to Article 3 of the Prospectus Directive.

Each purchaser of shares described in this prospectus located within a relevant member state will be deemed to have represented, acknowledged and agreed that it is a “qualified investor” within the meaning of Article 2(1)(e) of the Prospectus Directive.

For purposes of this provision, the expression an “offer to the public” in relation to any shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe for the shares, as the expression may be varied in that member state by any measure implementing the Prospectus Directive in that member state, and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

The sellers of the shares have not authorized and do not authorize the making of any offer of shares through any financial intermediary on their behalf, other than offers made by the underwriters with a view to the final placement of the shares as contemplated in this prospectus. Accordingly, no purchaser of the shares, other than the underwriters, is authorized to make any further offer of the shares on behalf of the sellers or the underwriters.

Notice to Prospective Investors in the United Kingdom

This prospectus is only being distributed to, and is only directed at, persons who are outside the United Kingdom or who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (each such person being referred to as a “relevant person”). This prospectus and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents.

Notice to Prospective Investors in France

Neither this prospectus nor any other offering material relating to the shares described in this prospectus has been submitted to the clearance procedures of the Autorité des Marchés Financiers or of the competent authority of another member state of the European Economic Area and notified to the Autorité des Marchés Financiers. The shares have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France. Neither this prospectus nor any other offering material relating to the shares has been or will be:

• released, issued, distributed or caused to be released, issued or distributed to the public in France; or

• used in connection with any offer for subscription or sale of the shares to the public in France.

Such offers, sales and distributions will be made in France only:

• to qualified investors (investisseurs qualifiés) and/or to a restricted circle of investors (cercle restreint d’investisseurs), in each case investing for their own account, all as defined in, and in accordance with articles L.411-2, D.411-1, D.411-2, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier;

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• to investment services providers authorized to engage in portfolio management on behalf of third parties; or

• in a transaction that, in accordance with article L.411-2- I-1°-or-2°-or 3° of the French Code monétaire et financier and article 211-2 of the General Regulations (Règlement Général) of the Autorité des Marchés Financiers, does not constitute a public offer ( offre au public).

Pursuant to Article 211-3 of the General Regulations (Règlement Général) of the Autorité des Marchés Financiers, the shares may be resold directly or indirectly, only in compliance with articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code monétaire et financier.

Notice to Prospective Investors in Hong Kong

The contents of this prospectus have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice. The shares may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong) and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Notice to Prospective Investors in Japan

The shares offered in this prospectus have not been and will not be registered under the Financial Instruments and Exchange Law of Japan. The shares have not been offered or sold and will not be offered or sold, directly or indirectly, in Japan or to or for the account of any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), except (i) pursuant to an exemption from the registration requirements of the Financial Instruments and Exchange Law and (ii) in compliance with any other applicable requirements of Japanese law.

Notice to Prospective Investors in Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined under Section 4A(1)(c) of the Securities and Futures Act (the “SFA”) under Section 274 of the SFA, or (ii) to a relevant person (as defined under section 275(2) of the SFA) pursuant to Section 275(1), or to any person pursuant to an offer that is made on terms that such shares are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or assets, subject to the terms set out in Section 275(1A). This prospectus is not a prospectus as defined in the SFA and, accordingly, statutory liability under the SFA in relation to the content of prospectuses will not apply.

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Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

• a corporation (which is not an accredited investor (as defined in Section 4A(1) of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

• a trust (where the trustee is not an accredited investor (as defined in Section 4A(1) of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except:

• to an institutional investor or to a relevant person (as defined in Section 275(2) of the SFA), or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or such rights and interest in that trust are acquired at a consideration of not less than $200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets;

• where no consideration is or will be given for the transfer; or

• where the transfer is by operation of law.

Investors should therefore ensure that their own transfer arrangements comply with the restrictions. Investors should seek legal advice to ensure compliance with the above arrangement. Investment involves risk. Investors should read all applicable offering documents for further details before investing. Investors should seek advice from a financial adviser before making a commitment to purchase the shares. In the event that an investor chooses not to seek advice from a financial adviser, he should consider whether the shares are suitable for him. Please note that we do not act as your adviser in any way and do not and are not willing to, take on any fiduciary obligations to you.

LEGAL MATTERS

Lowenstein Sandler PC, New York, New York, will pass upon the validity of the common stock offered hereby. Davis Polk & Wardwell LLP, New York, New York, is counsel for the underwriters in connection with this offering.

EXPERTS

The consolidated financial statements of Tower Automotive, LLC and subsidiaries (the “Company”) as of December 31, 2009 and 2008 (successor) and for each of the years ended December 31, 2009 and 2008 (successor), for the five-month period ended December 31, 2007 (successor), and of Tower Automotive, Inc. (d/b/a TA Delaware, Inc.) (the Predecessor) for the seven-month period ended July 31, 2007 included in this Prospectus, except for Metalsa S. de R.L. and subsidiaries (“Metalsa”), an entity which was accounted for by the Company using the equity method of accounting for the five-month period ended December 31, 2007 (successor) and for the seven-month period ended July 31, 2007 (predecessor), and the related financial statement schedule included elsewhere in the Registration Statement, have been audited by Deloitte & Touche LLP as stated in their report appearing herein and elsewhere in the Registration Statement (which report expresses an unqualified opinion on the consolidated financial statements and financial statement schedule and includes an explanatory paragraph relating to the application of the purchase accounting method to account for the acquisition of Tower Automotive, Inc. and the change in the measurement date of the defined benefit plan assets and liabilities to coincide with the Company’s year end). The financial statements of Metalsa have been audited by KPMG Cárdenas Dosal, S.C., as stated in their report included herein. Such consolidated financial statements and

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financial statement schedule of the Company are included herein in reliance upon the report of Deloitte & Touche LLP given upon their authority as experts in accounting and auditing and Deloitte & Touche LLP is an independent registered public accounting firm.

The consolidated financial statements of Metalsa, S. de R.L. and subsidiaries as of and for the year ended December 31, 2007 have been included herein, in reliance upon the report of KPMG Cárdenas Dosal, S.C., independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

The audit report of KPMG Cárdenas Dosal, S.C. covering the December 31, 2007 consolidated financial statements of Metalsa, S. de R.L. and subsidiaries refers to the adoption of the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes an Interpretation of FASB Statement No. 109, as of January 1, 2007, and to the adoption of the recognition and disclosure provisions of Statement of Financial Accounting Standard No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, as of December 31, 2007.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act to register our common stock being offered in this prospectus. This prospectus, which forms part of the registration statement, does not contain all the information included in the registration statement and the amendments, exhibits and schedules thereto. For further information about us and the common stock being offered in this prospectus, we refer you to the registration statement and the exhibits and schedules thereto. We are not currently subject to the informational requirements of the Exchange Act. As a result of the offering of the shares of our common stock, we will become subject to the informational requirements of the Exchange Act, and, in accordance therewith, will file quarterly and annual reports and other information with the SEC. The registration statement, including the exhibits and schedules thereto, such reports and other information may be read and copied at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site (http://www.sec.gov) that contains our SEC filings. Statements made in this prospectus about legal documents may not necessarily be complete and you should read the documents which are filed as exhibits to the registration statement otherwise filed with the SEC.

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Tower Automotive LLC and Tower Automotive Inc. and Subsidiaries
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets as of December 31, 2009 and 2008	F-3
Consolidated Statements of Operations for the Years Ended December 31, 2009, 2008 and 2007	F-4
Consolidated Statements of Cash Flows for the Years Ended December 31, 2009, 2008 and 2007	F-5
Consolidated Statements of Members’ Equity (Deficit) and Redeemable Preferred Units for the Years Ended December 31, 2009, 2008 and 2007	F-6
Notes to Consolidated Financial Statements	F-8
Metalsa, S. de R.L. and Subsidiaries
Report of Independent Registered Public Accounting Firm	F-50
Consolidated Balance Sheet as of December 31, 2007	F-51
Consolidated Income Statement for the Year Ended December 31, 2007	F-52
Consolidated Statement of Partners’ Capital and Comprehensive Income for the Year Ended December  31, 2007	F-53
Consolidated Statement of Cash Flows for the Year Ended December 31, 2007	F-54
Notes to Consolidated Financial Statements	F-55

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Members of

Tower Automotive, LLC

Livonia, MI

We have audited the accompanying consolidated balance sheets of Tower Automotive, LLC and subsidiaries (the “Company”) as of December 31, 2009 and 2008 (the “Successor”) and the related consolidated statements of operations, members’ equity (deficit) and redeemable preferred units, and cash flows for the years ended December 31, 2009 and 2008 (Successor), for the five-month period ended December 31, 2007 (Successor), and of Tower Automotive, Inc., d/b/a TA Delaware, Inc. (the “Predecessor”) for the seven-month period ended July 31, 2007 (Predecessor). Our audits also included the financial statement schedule listed in the Index at Item 16. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We did not audit the consolidated financial statements of Metalsa S. de R.L. and subsidiaries (“Metalsa”), an entity which was accounted for by the Company using the equity method of accounting. The Company’s equity earnings in Metalsa’s net income of $7,148,000 for the five months ended December 31, 2007 (successor) and $12,424,000 for the seven months ended July 31, 2007 (predecessor), is included in the accompanying financial statements. Those statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Metalsa, is based solely on the report of the other auditors.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, based on our audits and the report of the other auditors, such consolidated financial statements present fairly, in all material respects, the financial position of Tower Automotive, LLC and subsidiaries as of December 31, 2009 and 2008 (Successor) and the results of their operations and their cash flows for the years ended December 31, 2009 and 2008 (Successor), for the five-month period ended December 31, 2007 (Successor), and for the seven-month period ended July 31, 2007 (Predecessor), in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

As discussed in Note 2 to the consolidated financial statements, the Company accounted for the acquisition of Tower Automotive, Inc. using the purchase accounting method. As discussed in Note 11, effective August 1, 2007 the Company changed the measurement date of its defined benefit plan assets and liabilities to coincide with its fiscal year end.

/s/ DELOITTE & TOUCHE LLP

Detroit, MI

March 3, 2010

F-2

TOWER AUTOMOTIVE, LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)

	December 31, 2009			December 31, 2008
ASSETS
Cash and cash equivalents	$	149,802		$	126,820
Accounts receivable, (net of allowance of $2,439 and $3,974)		290,098			175,344
Inventories (Note 4)		62,611			76,174
Deferred tax asset—current		4,762			6,102
Assets held for sale (Note 7)		6,008			—
Prepaid tooling and other		60,139			73,022
Total current assets		573,420			457,462
Property, plant and equipment, net (Note 4)		640,148			689,089
Goodwill (Note 3)		70,565			68,079
Deferred tax asset—non-current		15,009			3,696
Other assets		35,279			51,454
Total assets	$	1,334,421		$	1,269,780
LIABILITIES AND MEMBERS’ DEFICIT
Current maturities of long-term debt and capital lease obligations (Note 8)	$	137,499		$	102,816
Current maturities of long-term debt with affiliate (Note 8)		4,132			2,044
Accounts payable		333,773			244,090
Accrued liabilities		127,823			130,535
Total current liabilities		603,227			479,485
Long-term debt, net of current maturities (Note 8)		112,602			306,472
Long-term debt with affiliate, net of current maturities (Note 8)		399,776			199,776
Obligations under capital leases, net of current maturities (Note 8)		15,544			17,037
Deferred tax liability—non-current		13,917			18,245
Pension liability (Note 11)		78,730			88,852
Other non-current liabilities		86,869			93,222
Total non-current liabilities		707,438			723,604
Total liabilities		1,310,665			1,203,089
Commitments and contingencies (Note 17)
Redeemable preferred units, 10,000 units authorized and outstanding (Note 12)		170,915			155,216
Members’ equity:
Tower Automotive, LLC’s members’ equity: Common units, 8,500 units authorized and outstanding (Note 13)		12,595			12,289
Accumulated deficit		(144,955	)		(60,932	)
Accumulated other comprehensive loss (Note 4)		(54,363	)		(75,427	)
Total Tower Automotive, LLC’s members’ deficit		(186,723	)		(124,070	)
Noncontrolling interests in subsidiaries		39,564			35,545
Total members’ deficit		(147,159	)		(88,525	)
Total liabilities and members’ deficit	$	1,334,421		$	1,269,780

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-3

TOWER AUTOMOTIVE, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except per share amounts)

	Successor									Predecessor
	Year Ended December 31, 2009			Year Ended December 31, 2008			Five Months Ended December 31, 2007			Seven Months Ended July 31, 2007
Revenues	$	1,634,405		$	2,171,705		$	1,086,075		$	1,455,484
Cost of sales		1,536,752			1,991,325			970,514			1,325,854
Gross profit		97,653			180,380			115,561			129,630
Selling, general and administrative expenses		118,331			138,618			57,000			77,252
Amortization expense		2,784			2,969			1,231			—
Restructuring and related asset impairment charges, net (Note 6)		13,436			4,837			1,808			22,401
Operating income/(loss)		(36,898	)		33,956			55,522			29,977
Interest expense		57,881			63,778			35,348			67,768
Interest income		(982	)		(3,588	)		(1,297	)		(2,283	)
Chapter 11 and related reorganization items (Note 3)		—			—			—			62,220
Other income, net (Note 8)		(33,661	)		—			—			—
Income/(loss) before provision for income taxes and equity in earnings of joint ventures		(60,136	)		(26,234	)		21,471			(97,728	)
Provision for income taxes (Note 10)		(1,104	)		19,507			10,389			14,951
Income/(loss) before equity in earnings of joint ventures		(59,032	)		(45,741	)		11,082			(112,679	)
Equity in earnings of joint ventures, net of tax (Note 5)		—			—			7,148			12,424
Income/(loss) from continuing operations		(59,032	)		(45,741	)		18,230			(100,255	)
Loss from discontinued operations		—			—			—			(306	)
Net income/(loss)		(59,032	)		(45,741	)		18,230			(100,561	)
Less: Net income attributable to the noncontrolling interests		8,904			6,614			3,046			5,432
Net income/(loss) attributable to Tower Automotive, LLC*	$	(67,936	)	$	(52,355	)	$	15,184		$	(105,993	)
Less: Preferred unit dividends	$	(16,087	)	$	(14,940	)	$	(8,822	)	$	—
Income/(loss) available to common unit holders	$	(84,023	)	$	(67,295	)	$	6,362		$	(105,993	)
Weighted average basic and diluted units/shares outstanding		8,500			8,500			8,500			58,807,000
Basic and diluted income/(loss) per unit attributable to Tower Automotive, LLC*:
Income/(loss) from continuing operations	$	(9,885	)	$	(7,917	)	$	748		$	(1.79	)
Income/(loss) from discontinued operations		—			—			—			(0.01	)
Income/(loss) per unit	$	(9,885	)	$	(7,917	)	$	748		$	(1.80	)

* Tower Automotive Inc. for the Predecessor period

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-4

TOWER AUTOMOTIVE, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

	Successor									Predecessor
	Year Ended December 31, 2009			Year Ended December 31, 2008			Five Months Ended December 31, 2007			Seven Months Ended July 31, 2007
OPERATING ACTIVITIES:
Net income/(loss)	$	(59,032	)	$	(45,741	)	$	18,230		$	(100,561	)
Adjustments required to reconcile net income/(loss) to net cash provided by operating activities:
Non-cash Chapter 11 and related reorganization expenses		—			—			—			38,672
Non-cash restructuring and asset impairment charges		—			—			1,861			23,627
Deferred income tax provision		(13,053	)		(269	)		3,226			4,967
Depreciation and amortization		147,705			170,267			61,323			90,460
Gain from debt repurchase/letter of credit reduction		(33,661	)		—			—			—
Pension expense, net of contributions		(3,937	)		(10,974	)		(5,682	)		—
Amortization of pension loss		1,835			—			—			—
Equity in earnings of joint ventures, net of tax		—			—			(7,148	)		(12,424	)
Change in working capital and other operating items		9,018			87,267			46,345			(26,472	)
Net cash provided by operating activities		48,875			200,550			118,155			18,269
INVESTING ACTIVITIES:
Cash disbursed for purchases of property, plant and equipment		(85,995	)		(116,620	)		(57,115	)		(53,367	)
Net assets acquired, net of cash acquired		—			(10,200	)		(769,139	)		—
Proceeds from sale of joint venture investment		—			—			150,000			—
Net cash used in investing activities		(85,995	)		(126,820	)		(676,254	)		(53,367	)
FINANCING ACTIVITIES:
Proceeds from issuance of new term debt		—			—			608,146			—
Proceeds from letter of credit reduction		13,250			—			—			—
Repayments of term debt		(16,381	)		(27,900	)		(100,000	)		—
Proceeds from issuance of common units		—			—			11,250			—
Proceeds from issuance of preferred units		—			—			213,750			—
Redemption of preferred units		—			—			(68,375	)		—
Noncontrolling interest dividends		(4,866	)		(8,038	)		(838	)		(4,675	)
Preferred units dividends		(388	)		(5,600	)		(8,320	)		—
Proceeds from borrowings		436,172			316,094			44,833			21,867
Repayments of borrowings		(375,501	)		(306,843	)		(49,009	)		(30,242	)
Financing costs		(1,488	)		—			—			—
Proceeds from DIP credit facility		—			—			—			451,500
Repayments of DIP credit facility		—			—			—			(385,500	)
Net cash provided by (used in) financing activities		50,798			(32,287	)		651,437			52,950
Effect of exchange rate changes on cash and cash equivalents		9,304			(11,411	)		3,450			—
NET CHANGE IN CASH AND CASH EQUIVALENTS		22,982			30,032			96,788			17,852
CASH AND CASH EQUIVALENTS:
Beginning of period	$	126,820		$	96,788		$	—		$	64,275
End of period	$	149,802		$	126,820		$	96,788		$	82,127
Supplemental Cash Flow Information:
Interest paid, net of amounts capitalized	$	52,429		$	61,187		$	27,169		$	58,285
Income taxes paid	$	14,950		$	18,739		$	7,965		$	11,903
Reorganization payments	$	—		$	—		$	—		$	21,103
Non-cash Investing and Financing Activities:
Capital expenditures in liabilities for purchases of property, plant and equipment	$	24,396		$	30,410		$	20,737		$	34,855
Cumulative preferred units accrued	$	15,699		$	9,339		$	502		$	—

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-5

TOWER AUTOMOTIVE, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF MEMBERS’ EQUITY (DEFICIT)* AND REDEEMABLE PREFERRED UNITS

(Amounts in thousands, except per share data)

	Common Stock					Additional Paid- in Capital			Retained Earnings (Deficit)			Accumulated Other Comprehensive Income (Loss)			Treasury Stock					Total Tower Automotive, LLC’s Members’ Equity (Deficit)*			Noncontrolling Interest Amount			Total Members’ Equity (Deficit)*			Redeemable Preferred Units
	Units/ Shares		Amount												Shares		Amount												Units	Amount
Balance at January 1, 2007 (Predecessor)	66,646,838		$	666		$	682,031		$	(1,308,906	)	$	12,861		(8,098,037	)	$	(49,324	)	$	(662,672	)	$	30,341		$	(632,331	)	—	$	—
Restricted stock grants earned and forfeited	—			—			50			—			—		—			—			50			—			50		—		—
Net income/(loss)	—			—			—			(105,993	)		—		—			—			—						—		—		—
Other comprehensive income/(loss):
Foreign currency translation adjustment (net of tax of $0)	—			—			—			—			11,438		—			—			—			—			—		—		—
Total comprehensive income/(loss)	—			—			—			—			—		—			—			(94,555	)		7,610			(86,945	)	—		—
Noncontrolling interest dividends	—			—			—			—			—		—			—			—			(4,675	)		(4,675	)	—		—
Adoption of the recognition provisions of FASB ASC 450	—			—			—			(336	)		—		—			—			(336	)		—			(336	)	—		—
Balance at July 31, 2007 (Predecessor)	66,646,838		$	666		$	682,081		$	(1,415,235	)	$	24,299		(8,098,037	)	$	(49,324	)	$	(757,513	)	$	33,276		$	(724,237	)	—	$	—
Purchase accounting adjustments:
Cancellation of common stock, treasury stock and additional paid in capital	(66,646,838	)		(666	)		(682,081	)		—			—		8,098,037			49,324			(633,423	)		—			(633,423	)	—		—
Elimination of predecessor retained deficit and other comprehensive income	—			—			—			1,415,235			(24,299	)	—			—			1,390,936			—			1,390,936		—		—
Issuance of new equity interests in connection with purchase	8,500			11,250			—			—			—		—			—			11,250			—			11,250		10,000		213,750
Balance at August 1, 2007 (Successor)	8,500		$	11,250		$	—		$	—		$	—		—		$	—		$	11,250		$	33,276		$	44,526		10,000	$	213,750
Net income	—			—			—			15,184			—		—			—											—		—
Other comprehensive income/(loss):
Foreign currency translation adjustment (net of tax of $0)	—			—			—			—			24,196		—			—			—			—			—		—		—
Defined benefit plans, net (net of tax of $0)	—			—			—			—			(2,432	)	—			—			—			—			—		—		—
Unrealized loss on qualifying cash flow hedge (net of tax of $0)	—			—			—			—			(6,799	)	—			—			—			—			—		—		—
Total comprehensive income	—			—			—			—			—		—			—			30,149			1,905			32,054		—		—
Redemption of preferred stock	—			—			—			—			—		—			—			—			—			—		—		(68,375	)
Preferred unit dividends paid	—			—			—			(8,320	)		—		—			—			(8,320	)		—			(8,320	)	—		—
Cumulative preferred units accrued	—			—			—			(502	)		—		—			—			(502	)		—			(502	)	—		502
Noncontrolling interest dividends	—			—			—			—			—		—			—			—			(838	)		(838	)	—		—
Balance at December 31, 2007 (Successor)	8,500		$	11,250		$	—		$	6,362		$	14,965		—		$	—		$	32,577		$	34,343		$	66,920		10,000	$	145,877

F-6

TOWER AUTOMOTIVE, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF MEMBERS’ EQUITY (DEFICIT)* AND REDEEMABLE PREFERRED UNITS—(Continued)

(Amounts in thousands, except per share data)

	Common Stock			Additional Paid- in Capital		Retained Earnings (Deficit)			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total Tower Automotive, LLC’s Members’ Equity (Deficit)*			Noncontrolling Interest Amount			Total Members’ Equity (Deficit)*			Redeemable Preferred Units
	Units/ Shares	Amount										Shares	Amount											Units	Amount
Net income/(loss)	—		—		—		(52,355	)		—		—		—										—		—
Other comprehensive income/(loss):
Foreign currency translation adjustment (net of tax of $0)	—		—		—		—			(15,455	)	—		—		—			—			—		—		—
Defined benefit plans, net (net of tax of $0)	—		—		—		—			(65,156	)	—		—		—			—			—		—		—
Unrealized loss on qualifying cash flow hedge (net of tax of $0)	—		—		—		—			(9,781	)	—		—		—			—			—		—		—
Total comprehensive income/(loss)	—		—		—		—			—		—		—		(142,747	)		9,240			(133,507	)	—		—
Preferred unit dividends paid	—		—		—		(5,600	)		—		—		—		(5,600	)		—			(5,600	)	—		—
Cumulative preferred units accrued	—		—		—		(9,339	)		—		—		—		(9,339	)		—			(9,339	)	—		9,339
Noncontrolling interest dividends	—		—		—		—			—		—		—		—			(8,038	)		(8,038	)	—		—
Compensation expense	—		1,039		—		—			—		—		—		1,039			—			1,039		—		—
Balance at December 31, 2008 (Successor)	8,500	$	12,289	$	—	$	(60,932	)	$	(75,427	)	—	$	—	$	(124,070	)	$	35,545		$	(88,525	)	10,000	$	155,216
Net income (loss)	—		—		—		(67,936	)		—		—		—										—		—
Other comprehensive income/(loss):
Foreign currency translation adjustment (net of tax of $0)	—		—		—		—			12,470		—		—		—			—			—		—		—
Defined benefit plans, net (net of tax of $2.9 million)	—		—		—		—			4,565		—		—		—			—			—		—		—
Unrealized gain on qualifying cash flow hedge (net of tax of $2 million)	—		—		—		—			4,029		—		—		—			—			—		—		—
Total comprehensive income/(loss)	—		—		—		—			—		—		—		(46,872	)		8,885			(37,987	)	—		—
Preferred unit dividends paid	—		—		—		(388	)		—		—		—		(388	)		—			(388	)	—		—
Cumulative preferred units accrued	—		—		—		(15,699	)		—		—		—		(15,699	)		—			(15,699	)	—		15,699
Noncontrolling interest dividends	—		—		—		—			—		—		—		—			(4,866	)		(4,866	)	—		—
Compensation expense	—		306		—		—			—		—		—		306			—			306		—		—
Balance at December 31, 2009 (Successor)	8,500	$	12,595	$	—	$	(144,955	)	$	(54,363	)	—	$	—	$	(186,723	)	$	39,564		$	(147,159	)	10,000	$	170,915

* Predecessor Company refers to stockholders’ equity as the Predecessor Company was a public company with common stock outstanding

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-7

TOWER AUTOMOTIVE, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Nature of Business

Tower Automotive, LLC and its subsidiaries (collectively referred to as the “Company” or “Tower Automotive” or the “Successor Company”) is a leading integrated global producer of engineered structural metal components and assemblies primarily serving automotive original equipment manufacturers, or OEMs, including Volkswagen Group, Fiat, Ford, Hyundai/Kia, Volvo, Renault/Nissan, Daimler, Chrysler, Toyota, BMW, Chery, and Honda. Products include body structures stampings, chassis structures (including frames), and complex welded assemblies for small and large cars, crossovers, pickups and SUVs. Including both 100% owned subsidiaries and majority owned subsidiaries, the Company has strategically located production facilities in the United States, Belgium, Germany, Italy, Slovakia, Poland, Brazil, South Korea, and China and are supported by engineering and sales locations in the United States, Belgium, Germany, Italy, Slovakia, Poland, Brazil, South Korea, Japan, China, and India.

Note 2. Basis of Presentation and Organizational History

As indicated in Note 3, Tower Automotive, Inc. (the “Predecessor Company”) along with 25 of its United States (“U.S.”) subsidiaries (collectively, the “Debtors”) each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (the “Bankruptcy Code”) in the U.S. Bankruptcy Court, Southern District of New York (the “Court”) on February 2, 2005. On July 11, 2007, the Court confirmed the Chapter 11 Reorganization Plan of the Debtors (the “Plan”) and approved the sale of substantially all of the Debtors’ assets to Tower Automotive, LLC, an affiliate of Cerberus Capital Management, L.P. The Plan became effective on July 31, 2007 (the “Effective Date”), and in connection therewith, the Debtors completed the sale of substantially all of their assets to Tower Automotive, LLC. Upon the Effective Date, all of the remaining assets of the Debtors were transferred to a Post-Consummation Trust. As a result of the foregoing, the Debtors collectively have no assets and have ceased all operations.

The Company allocated the purchase price to the assets acquired and liabilities assumed at the date of acquisition in conformity with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 805, Business Combinations, (“FASB ASC No. 805”) as discussed separately in Note 3. As a result of the application of FASB ASC No. 805, the financial statements for periods before August 1, 2007 are not comparable with the financial statements for periods subsequent to August 1, 2007. References to “Successor Company” refer to Tower Automotive, LLC on or after August 1, 2007, after giving effect to the application of purchase accounting. References to “Predecessor Company” refer to Tower Automotive, Inc. on or before July 31, 2007.

The provisions in FASB ASC No. 852, Reorganizations, apply to the Debtors’ financial statements while the Debtors operated under the provisions of Chapter 11 of the Bankruptcy Code. FASB ASC No. 852 does not change the application of U.S. GAAP in the preparation of financial statements. However, FASB ASC No. 852 does require that the financial statements, for periods including and subsequent to the filing of the Chapter 11 petition, distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the Predecessor Company.

Recent Accounting Pronouncements

Disclosures about Derivative Instruments and Hedging Activities

In March 2008, the FASB issued new guidance codified in ASC No. 815, Derivatives and Hedging, which further expanded disclosure requirements. FASB ASC No. 815 requires additional disclosures regarding: (i) how and why an entity uses derivative instruments; (ii) how derivative instruments and related hedged items are accounted for; and (iii) how derivative instruments and related hedged items affect an entity’s financial position,

F-8

TOWER AUTOMOTIVE, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

financial performance, and cash flows. The Company adopted this new guidance on January 1, 2009. For the additional information regarding the disclosures required by FASB ASC No. 815, see Note 9.

Noncontrolling Interests in Consolidated Financial Statements

In December 2007, the FASB issued new guidance codified in ASC No. 810, Consolidation, to establish new standards that govern the accounting for and reporting of noncontrolling interests in partially owned consolidated subsidiaries and the loss of control of subsidiaries. Also, FASB ASC No. 810 requires that (i) a noncontrolling interest, previously referred to as a minority interest, is reported as part of equity in the consolidated financial statements; (ii) losses are allocated to the noncontrolling interest even when such allocation might result in a deficit balance, reducing the losses attributed to the controlling interest; (iii) changes in ownership interests are treated as equity transactions if control is maintained; and (iv) upon a loss of control, any gain or loss on the interest sold will be recognized in earnings. The Company adopted this new guidance on January 1, 2009, which presentational aspects were retroactively applied to prior year presentation, and did not have a material impact on the Company’s financial statements. The Company’s financial statements and accumulated other comprehensive income discussion in Note 4 reflect the new presentation and updated disclosure requirements.

Fair Value Measurements

In September 2006, the FASB issued new guidance codified in ASC No. 820, Fair Value Measurements and Disclosures, which provides a consistent definition of fair value that focuses on exit price and prioritizes, within a measurement of fair value, the use of market-based inputs over entity-specific inputs. FASB ASC No. 820 requires expanded disclosures about fair value measurements and establishes a three-level hierarchy for fair value measurements based on the observability of inputs to the valuation of an asset or liability as of the measurement date. The standard also requires that a company consider its own non-performance risk when measuring liabilities carried at fair value, including derivatives.

The Company adopted this new guidance for financial assets and financial liabilities on January 1, 2008. The effect of the Company’s adoption of the new fair value guidance was not material. The Company adopted new fair value guidance for nonfinancial assets and nonfinancial liabilities (measured at fair value on a non-recurring basis) on January 1, 2009 the effect of which was not material.

Subsequent Events

In June 2009, the FASB issued new guidance codified in ASC No. 855, Subsequent Events, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Specifically, FASB ASC No. 855 defines (i) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and (iii) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. The Company adopted this new guidance on June 30, 2009, which did not have a material impact on the Company’s financial statements. We evaluated subsequent events through the issuance of our consolidated financial statements on March 3, 2010.

F-9

TOWER AUTOMOTIVE, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles

In June 2009, the FASB issued new guidance which establishes the FASB Accounting Standards Codification as the sole source of authoritative generally accepted accounting principles. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. Pursuant to the provisions of this new guidance, the Company has updated references to GAAP in its financial statements issued for all periods. The adoption of this new guidance did not impact the Company’s financial position or results of operations.

Transfers of Financial Assets

In June 2009, the FASB issued new guidance codified in ASC No. 860, Transfers and Servicing, to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial reports about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement in transferred financial assets. This new guidance requires a determination of whether a transferor and all of the entities included in the transferor’s financial statements being presented have surrendered control over transferred financial assets, (ii) that a transferor recognize and initially measure at fair value all assets obtained and liabilities incurred as a result of a transfer of financial assets accounted for as a sale, and (iii) enhanced disclosures to provide greater transparency. The Company adopted this new guidance on December 31, 2009. The adoption of this new guidance did not impact the Company’s financial position or results of operations.

Note 3. Cerberus Acquisition and Chapter 11 Reorganization Proceedings and Going Concern

Successor Company

As indicated in Note 2, Tower Automotive, LLC completed the acquisition of the Debtors’ assets and liabilities on July 31, 2007. The acquisition was accounted for as a purchase in accordance with FASB ASC No. 805. The total purchase price of $779.3 million is net of cash acquired of $82.1 million and includes direct acquisition costs of approximately $27 million. The acquisition was recorded by allocating the purchase price to the assets acquired, including identifiable intangible assets which were primarily customer relationships, and liabilities assumed, based on their estimated fair values at the date of acquisition. The excess of the cost of the acquisition over the net amounts assigned to the fair value of the assets acquired and liabilities assumed is recorded as goodwill. The goodwill recorded is attributed to the Company’s European and South American reporting units. The amount allocated to goodwill reflects the benefits Tower Automotive, LLC expects to realize in the European and South American regions over the estimated fair value of the identifiable net assets in these regions and is not deductible for tax purposes. Supplemental Pro Forma disclosures are not included as the amounts are deemed immaterial.

F-10

TOWER AUTOMOTIVE, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The final allocation of the purchase price for the acquisition was made to the following major opening balance sheet categories (in millions):

Current assets, net of cash	$	580.5
Property, plant and equipment, net		771.3
Investments in joint ventures		142.8
Goodwill		64.8
Other non-current assets		104.4
Total assets acquired		1,663.8
Accounts payable		359.7
Accrued liabilities		132.1
Other non-current liabilities		119.9
Subtotal		611.7
Long-term debt and capital lease obligations, foreign		156.2
Other postretirement benefits		24.8
Pension benefits		37.9
Deferred transaction costs		16.8
Total debt and debt-like instruments assumed		235.7
Noncontrolling interest		37.1
Total liabilities and noncontrolling interest assumed		884.5
Cash paid in 2007		769.1
Deferred transaction costs paid in 2008		10.2
Net assets acquired, net of cash	$	779.3

The change in the carrying amount of goodwill is set forth below on a segment and consolidated basis (in thousands):

	International			Americas			Consolidated
Balance at December 31, 2007	$	77,768		$	4,231		$	81,999
Purchase accounting adjustments		(9,600	)		—			(9,600	)
Currency translation adjustment		(2,715	)		(1,605	)		(4,320	)
Balance at December 31, 2008		65,453			2,626			68,079
Currency translation adjustment		1,626			860			2,486
Balance at December 31, 2009	$	67,079		$	3,486		$	70,565

Predecessor Company

On February 2, 2005 (the “Petition Date”), the Debtors filed a voluntary petition for relief under the Bankruptcy Code in the United States Bankruptcy Court Southern District of New York. The cases were consolidated for administrative purposes. The filing was made necessary by customer pricing pressures, North American automotive production cuts, significantly higher material costs (primarily steel) and the termination of accelerated payment programs of certain customers adversely affecting the Debtors’ liquidity and financial condition, all of which raised substantial doubt as to the Predecessor Company’s ability to continue as a going concern. The Debtors operated their businesses as debtors-in-possession (“DIP”) pursuant to the Bankruptcy Code. An official committee of unsecured creditors was appointed.

F-11

TOWER AUTOMOTIVE, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Pursuant to the provisions of the Bankruptcy Code, all actions to collect upon any of the Debtors’ liabilities as of the Petition Date or to enforce pre-petition date contractual obligations were automatically stayed. As a general rule, absent approval from the Bankruptcy Court, the Debtors were prohibited from paying pre-petition obligations. In addition, as a consequence of the Chapter 11 filing, pending litigation against the Debtors was generally stayed, and no party could take any action to collect pre-petition claims except pursuant to an order of the Bankruptcy Court. However, the Debtors requested that the Bankruptcy Court approve certain pre-petition liabilities, such as employee wages and benefits and certain other pre-petition obligations. After the filing, all orders sufficient to enable the Debtors to conduct normal business activities, including the approval of the Debtors’ DIP financing, were entered by the Bankruptcy Court.

The objectives of the Chapter 11 filing were to protect and preserve the value of the Debtors’ assets and to restructure and improve the Debtors’ operational and financial affairs in order to return to profitability. On July 11, 2007, the Court confirmed the Chapter 11 Reorganization Plan of the Debtors and approved the sale of substantially all of the Debtors’ assets to Tower Automotive, LLC, an affiliate of Cerberus Capital Management, L.P. The Plan became effective on July 31, 2007 (the “Effective Date”), and in connection therewith, the Debtors completed the sale of substantially all of their assets to Tower Automotive, LLC. Upon the Effective Date, all of the remaining assets of the Debtors not purchased by Tower Automotive, LLC were transferred to a Post-Consummation Trust. As a result of the foregoing, the Debtors collectively have no assets and have ceased all operations. The name of the Predecessor Company was also changed to TA Delaware, Inc. as of the Effective Date.

The Debtors incurred certain professional and other expenses directly associated with the bankruptcy proceedings. The Predecessor Company disbursed cash of approximately $21.1 million relating to these expenses during the seven months ended July 31, 2007. In addition, the Debtors made certain provisions to adjust the carrying value of certain pre-petition liabilities to reflect the Debtors’ estimate of allowed claims. Such costs were classified as Chapter 11 and related reorganization items in the accompanying Consolidated Statements of Operations for the seven months ended July 31, 2007 and consisted of the following (in thousands):

	Predecessor
	Seven Months Ended July 31, 2007
Professional fees directly related to the filing	$	62,138
Estimated executory contract rejection damages		(6	)
Other expenses and recoveries directly attributable to the Predecessor Company’s reorganization		88
Total	$	62,220

Note 4. Significant Accounting Policies

Financial Statement Presentation

a. Principles of Consolidation

The consolidated financial statements include the accounts of Tower Automotive, LLC and domestic and foreign subsidiaries that are controlled. The Company’s share of earnings or losses of nonconsolidated affiliates are included in the consolidated operating results using the equity method of accounting when the Company is able to exercise significant influence over the operating and financial decisions of the affiliates. All intercompany transactions and balances have been eliminated upon consolidation.

F-12

TOWER AUTOMOTIVE, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Predecessor Company disposed of Tower Automotive Lansing, LLC as of December 31, 2006, which was classified as discontinued operations. For the seven months ended July 31, 2007, the Company recorded a $0.3 million loss in relation to the discontinued operations.

b. Cash and Cash Equivalents

All highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. Cash equivalents are stated at cost, which approximates fair value. Substantially all of the Company’s cash is concentrated in a few financial institutions.

c. Allowance for Doubtful Accounts

The Company maintains an allowance for doubtful receivables for estimated losses resulting from the inability of its trade customers to make required payments. The Company provides an allowance for specific customer accounts where collection is doubtful and also provides an allowance for customer deductions based on historical collection and write-off experience. Additional allowances would be required if the financial condition of the Company’s customers deteriorated. Bad debt expense is not material for any periods presented.

d. Inventories

Inventories are stated at the lower of cost or market. Cost is determined by the first-in, first-out (“FIFO”) method. In addition, the Company uses a valuation account for inventory obsolescence, which has not been material for any periods presented. Maintenance, repair and non-productive inventory, which are considered consumables, are expensed when acquired in cost of sales. Inventories consist of the following (in thousands):

	December 31, 2009		December 31, 2008
Raw materials	$	21,911	$	30,210
Work in process		20,841		24,245
Finished goods		19,859		21,719
Total inventory	$	62,611	$	76,174

e. Tooling

Tooling represents costs incurred by the Company in the development of new tooling used in the manufacture of the Company’s products. All pre-production tooling costs, incurred for tools that the Company will not own and that will be used in producing products supplied under long-term supply agreements, are expensed as incurred unless the supply agreement provides the Company with the non-cancelable right to use the tools or the reimbursement of such costs is contractually guaranteed by the customer. At the time the customer awards a contract to the Company, the customer agrees to reimburse the Company for certain of its tooling costs.

F-13

TOWER AUTOMOTIVE, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

When the part for which tooling has been developed reaches a production-ready status, the Company is reimbursed by its customer for the cost of the tooling at which time the tooling becomes the property of the customer. The Company has certain other tooling costs, which are capitalized and amortized over the life of the related product program, related to tools which the Company has the contractual right to use during the life of the supply arrangement. Company-owned tooling is included in prepaid tooling and other and customer-owned tooling is included in other assets in the Consolidated Balance Sheet. The components of capitalized tooling costs are as follows (in thousands):

	December 31, 2009		December 31, 2008
Customer-owned tooling		33,713		29,990
Company-owned tooling		5,492		6,914
Total	$	39,205	$	36,904

Any gain recognized, which is defined as the excess of reimbursement over cost, is amortized over the life of the program.

f. Property, Plant and Equipment

Property, plant and equipment are recorded at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the following estimated useful lives of assets as follows:

Buildings and improvements	32 to 40 years
Machinery and equipment	3 to 20 years

Leasehold improvements are amortized over the shorter of 10 years or the remaining lease term at the date of acquisition of the leasehold improvement.

Interest is capitalized during the preparation of facilities for product programs and is amortized over the estimated lives of the programs. Interest of $0.9 million, $0.6 million and $0.3 million was capitalized in 2009, 2008, and 2007, respectively.

Costs of maintenance and repairs are charged to expense as incurred in cost of sales. Spare parts are considered capital in nature when purchased during the initial investment of a fixed asset. Amounts relating to significant improvements, which extend the useful life or utility of the related asset, are capitalized and depreciated over the remaining life of the asset. Upon disposal or retirement of property, plant and equipment, the cost and related accumulated depreciation are eliminated from the respective accounts and the resulting gain or loss is recognized in the Consolidated Statements of Operations.

Property, plant and equipment consist of the following (in thousands):

	December 31, 2009			December 31, 2008
Cost:
Land	$	87,774		$	75,490
Buildings and improvements		164,529			167,484
Machinery and equipment		722,136			650,203
Construction in progress		55,604			66,271
		1,030,043			959,448
Less: accumulated depreciation		(389,895	)		(270,359	)
Property, plant, and equipment, net	$	640,148		$	689,089

F-14

TOWER AUTOMOTIVE, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

g. Asset Retirement Obligations

FASB ASC No. 410, Asset Retirement and Environmental Obligations, requires the recognition of a liability for the fair value of a conditional asset retirement obligation if the fair value can be reasonably estimated. An asset retirement obligation is a legal obligation to perform certain activities in connection with retirement, disposal or abandonment of assets. The fair value of a conditional asset retirement obligation should be recognized when incurred, generally upon acquisition, construction or development and through the normal operation of the asset. Uncertainty about the timing or method of settlement of a conditional asset retirement should be factored into the measurement of the liability. The liability is measured at discounted fair value and is adjusted to its present value in subsequent periods. The Company’s asset retirement obligations are primarily associated with renovating, upgrading, and returning leased property to the lessor in accordance with the requirements of the lease.

Asset retirement obligations are included in other long-term liabilities and accrued liabilities in the Consolidated Balance Sheet. The following table reconciles our asset retirement obligations as of December 31, 2009 and 2008 (in thousands):

	December 31, 2009			December 31, 2008
Asset retirement obligation as of January 1	$	13,106		$	14,820
Accretion expense		1,127			1,048
Liabilities settled		(1,327	)		(2,762	)
Asset retirement obligation as of December 31	$	12,906		$	13,106

h. Impairment of Long-Lived Assets

The Company monitors its long-lived assets for impairment indicators on an ongoing basis in accordance with FASB ASC No. 360, Property, Plant, and Equipment. If impairment indicators exist, the Company performs the required analysis and records impairment charges. In conducting its analysis, the Company compares the undiscounted cash flows expected to be generated from the long-lived assets to the related net book values. If the undiscounted cash flows exceed the net book value, the long-lived assets are considered not to be impaired. If the net book value exceeds the undiscounted cash flows, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived assets. Fair value is estimated based upon discounted cash flow analyses. Cash flows are estimated using internal budgets based on recent sales data, independent automotive production volume estimates and customer commitments, as well as assumptions related to discount rates. Changes in economic or operating conditions impacting these estimates and assumptions could result in the impairment of long-lived assets. Refer to Note 6 for discussion of impairment charges for the periods presented.

Long-lived assets held for sale are recorded at the lower of their carrying amount or estimated fair value less cost to sell.

i. Goodwill and Other Intangible Assets

Goodwill represents the excess of the cost of an acquisition over the fair value of net assets acquired. Goodwill is not amortized but is tested for impairment on at least an annual basis. In accordance with FASB ASC No. 350, Intangibles—Goodwill and Other, goodwill is reviewed for impairment utilizing a two-step process. The first step of the impairment test requires the identification of the reporting units, and comparison of the fair value of each of these reporting units to the respective carrying value. The Company defines its reporting units as

F-15

TOWER AUTOMOTIVE, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Europe, Asia, North America, and South America. The recoverability of goodwill is evaluated at the following reporting units for which goodwill exists: Europe and South America. These reporting units exist at a lower level than our reportable segments. If the carrying value is less than the fair value, no impairment exists and the second step is not performed. In the second step, the impairment is computed by comparing the implied fair value of reporting unit goodwill with the carrying amount of that goodwill. FASB ASC No. 350 requires goodwill to be tested for impairment annually at the same time every year, and when an event occurs or circumstances change such that it is reasonably possible that impairment may exist. The annual impairment test is performed at year end.

The Company utilizes an income approach to estimate the fair value of each of its reporting units. The income approach is based on projected debt free cash flow which is discounted to the present value using discount factors that consider the timing and risk of cash flows. The Company believes that this approach is appropriate because it provides a fair value estimate based upon the reporting units’ expected long-term operating cash flow performance. This approach also mitigates the impact of cyclical trends that occur in the industry. Fair value is estimated using recent automotive industry and specific platform production volume projections, which are based on internally-developed forecasts, as well as commercial, wage and benefit, inflation and discount rate assumptions. Other significant assumptions include terminal value growth rates, terminal value margin rates, future capital expenditures, known restructuring actions, and changes in future working capital requirements. While there are inherent uncertainties related to the assumptions used and to management’s application of these assumptions to this analysis, the Company believes that the income approach provides a reasonable estimate of the fair value of its reporting units. However, the Company’s assumptions and estimates may differ significantly from actual results. The Company also uses a second approach, which is the market multiple approach, to test the reasonableness of the income approach.

The Company’s 2009 and 2008 annual goodwill impairment analysis, completed as of each year end, indicated that the carrying value of the Europe and South America reporting units was less than the respective fair values; thus, no impairment existed at either date.

The Company has certain intangible assets that are related to customer relationships. These intangible assets have definite lives and are amortized on a straight-line basis, which approximates the recognition of related revenue, over the estimated lives of the related assets. The intangible assets are recorded in other non-current assets. The Company anticipates amortization expense of $2.8 million for each of the next four and a half years. The Company has incurred amortization expense of $2.8 million and $3 million, respectively, for the years ended December 31, 2009 and 2008. The following table presents information about the intangible assets of the Company at December 31, 2009 and 2008, respectively (in thousands):

		Year Ended December 31, 2009				Year Ended December 31, 2008
	Weighted Average Life	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Amortized intangible:
Europe	7 years	$	14,664	$	5,074	$	14,508	$	3,034
Brazil	7 years		5,790		1,911		4,725		1,166
Total		$	20,454	$	6,985	$	19,233	$	4,200

F-16

TOWER AUTOMOTIVE, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

j. Fair Value of Financial Instruments

Fair value is generally determined based on quoted market prices in active markets for identical assets or liabilities. If quoted market prices are not available, the Company uses valuation techniques that place greater reliance on observable inputs and less reliance on unobservable inputs. In measuring fair value, the Company may make adjustments for risks and uncertainties, if a market participant would include such an adjustment in its pricing.

FASB ASC No. 820 establishes a fair value hierarchy that distinguishes between assumptions based on market data, referred to as observable inputs, and the Company’s assumptions, referred to as unobservable inputs. Determining where an asset or liability falls within that hierarchy depends on the lowest level input that is significant to the fair value measurement as a whole. An adjustment to the pricing method used within either level 1 or level 2 inputs could generate a fair value measurement that effectively falls in a lower level in the hierarchy. The hierarchy consists of three broad levels as follows:

Level 1: Quoted market prices in active markets for identical assets and liabilities;

Level 2: Inputs other than level 1 inputs that are either directly or indirectly observable; and

Level 3: Unobservable inputs developed using our estimates and assumptions, which reflect those that market participants would use.

At December 31, 2009, the carrying value and estimated fair value of the Company’s long-term debt was $651.9 million and $651.9 million, respectively. At December 31, 2008, the carrying value and estimated fair value of the Company’s long-term debt was $608.8 million and $282.3 million, respectively. The majority of the Company’s long-term debt is owned by an affiliate of the preferred unit holder, which is classified as a level 3 measurement. We value the debt using significant unobservable inputs. The fair value was determined based on the estimated fair value of comparable instruments with quoted active market values.

The Company is party to certain derivative financial instruments, which are all classified as level 2 measurements determined using significant other observable inputs (See Note 9).

The carrying amounts of cash and cash equivalents and accruals approximate fair value because of the short maturity of these instruments.

k. Derivative Financial Instruments

Periodically, the Company uses derivative financial instruments to manage the risk that changes in interest rates will have on the amount of future interest payments. Interest rate swap contracts are used to adjust the proportion of total debt that is subject to variable and fixed interest rates. The Company is not a party to leveraged derivatives and does not enter into derivative financial instruments for trading or speculative purposes. Under FASB ASC No. 815, Derivatives and Hedging, all derivatives are recorded at fair value and the changes in fair value are immediately included in earnings if the derivatives do not qualify as effective cash flow hedges. If a derivative is a fair value hedge, then changes in the fair value of the derivative are offset against the changes in the fair value of the underlying hedged item. If a derivative is a cash flow hedge, then changes in the fair value of the derivative are recognized as a component of accumulated other comprehensive income until the underlying hedged item is recognized in earnings.

The Company formally documents hedge relationships, including the identification of the hedging instruments and the hedged items, as well as the risk management objectives and strategies for undertaking the

F-17

TOWER AUTOMOTIVE, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

hedge transaction. Effective hedges are recorded at fair value in other long-term liabilities with a corresponding offset to accumulated other comprehensive income in the Consolidated Balance Sheet. This process includes linking derivatives that are designated as hedges of specific assets, liabilities, firm commitments or forecasted transactions. The Company also formally assesses, both at inception and at least quarterly thereafter, whether a derivative used in a hedging transaction is highly effective in offsetting changes in either the fair value or cash flows of the hedged item. The Company will discontinue hedge accounting when it is determined that a derivative ceases to be a highly effective hedge. For the period ended December 31, 2007, the Company entered into two cash flow hedges, which are considered effective, and a $6.8 million loss was recorded in other comprehensive income. During 2008 and 2009, the Company recorded an incremental loss of $9.8 million and a pre-tax gain of $6 million (net of tax of $4 million), respectively, in other comprehensive income. Refer to Note 9 for further discussion.

l. Revenue Recognition

The Company recognizes revenue once the criteria in FASB ASC No. 605, Revenue Recognition, have been met. These criteria are that persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the Company’s price to the buyer is fixed or determinable, and collectability is reasonably assured.

The Company recognizes revenue as its products are shipped to its customers at which time title and risk of loss pass to the customer. The Company participates in certain customers’ steel repurchase programs. Under these programs, the Company purchases steel directly from a customer’s designated steel supplier for use in manufacturing products. The Company takes delivery and title to such steel and bears the risk of loss and obsolescence. The Company invoices its customers based upon annually negotiated selling prices, which inherently include a component for steel under such repurchase programs. For sales for which the Company participates in a customer’s steel repurchase program, revenue is recognized on the entire amount of such sale, including the component for purchases under that customer’s steel repurchase program.

The Company enters into agreements to produce products for its customers at the beginning of a given vehicle program life. Once such agreements are entered into by the Company, fulfillment of the customers’ purchasing requirements is the obligation of the Company for the entire production period of the vehicle programs, which range from three to ten years, and generally the Company has no provisions to terminate such contracts. Additionally, the Company tracks the aging of uncollected billings and adjusts its accounts receivable allowance on a quarterly basis as necessary based on its evaluation of the probability of collection. The adjustments the Company has made due to the write-off of uncollectible amounts have been negligible.

m. Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company records net deferred tax assets to the extent it believes that these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. Valuation allowances have been recorded where it has been determined that it is more likely than not the Company will not be able to realize the net deferred tax assets. Due to the significant judgment involved in determining whether deferred tax assets will be realized, the ultimate resolution of these items may be materially different from the previously estimated outcome.

F-18

TOWER AUTOMOTIVE, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Pursuant to ASC 740, the Company has allocated a tax benefit of $4.9 million to continuing operations due to the gain in other comprehensive income offsetting a portion of the losses from continuing operations. There is a corresponding tax provision of $4.9 million charged to other comprehensive income.

Reserves for taxes are established for taxes that may become payable in future years as a result of audits by tax authorities. These tax reserves are reviewed as circumstances warrant and adjusted as events occur that affect our potential liability for additional taxes, such as conclusion of tax audits, identification of new issues, changes in federal or state laws or interpretations of the law.

n. Segment Reporting

The Company determines its reportable segments based on the guidance in FASB ASC 280. The Company defines its operating segments as components of its business where separate financial information is available and is routinely evaluated by management. Management reviews financial information based on four operating segments: Europe, Asia, North America, and South America. The Company aggregates the four operating segments into two reportable segments consistent with the aggregation criteria in FASB ASC 280 as the Company’s operations have similar economic characteristics, and share fundamental characteristics including the nature of the products, production processes, customers, and distribution channels. The Company’s two reportable segments are the Americas, consisting of North and South America, and International, consisting of Europe and Asia. See Note 16 for further discussion.

o. Foreign Currency Translation

The functional currency of the Company’s foreign operations is the local currency in which they operate. Assets and liabilities of the Company’s foreign operations are translated into U.S. dollars using the applicable period end rates of exchange. Results of operations are translated at applicable average rates prevailing throughout the period. Translation gains or losses are reported as a separate component of accumulated other comprehensive income in the accompanying Consolidated Statements of Members’ Equity / (Deficit) and Redeemable Preferred Units. Gains and losses resulting from foreign currency transactions, the amounts of which are not material in all periods presented, are included in net income / (loss).

p. Exit or Disposal Activities

Costs to idle, consolidate, or close facilities and provide postemployment benefits to colleagues on an other than temporary basis are accrued based on management’s best estimate of the wage and benefit costs that will be incurred. Costs related to idlings of colleagues that are expected to be temporary are expensed as incurred. Costs to terminate a contract without economic benefit to the Company are expensed at the time the contract is terminated. One-time termination benefits that are not subject to contractual arrangements provided to colleagues who are involuntarily terminated are recorded when management commits to a detailed plan of termination, that plan is communicated to colleagues, and actions required to complete the plan indicate that significant changes are not likely. If colleagues are required to render service until they are terminated in order to earn termination benefits, the benefits are recognized ratably over the future service period.

q. Accumulated Other Comprehensive Income / (Loss) (OCI)

The components of accumulated other comprehensive income / (loss), net of tax, in members’ equity is as follows (in thousands):

	December 31, 2009			December 31, 2008
Foreign currency translation	$	21,211		$	8,741
Defined benefit plans, net		(63,023	)		(67,588	)
Unrealized gain/(loss) on qualifying cash flow hedge		(12,551	)		(16,580	)
Total accumulated other comprehensive income (loss)	$	(54,363	)	$	(75,427	)

F-19

TOWER AUTOMOTIVE, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The components of comprehensive income attributable to the noncontrolling interests, net of tax, is as follows (in thousands):

	Year Ended December 31, 2009			Year Ended December 31, 2008		Five months Ended December 31, 2007			Seven Months Ended July 31, 2007
Net income attributable to the noncontrolling interests	$	8,904		$	6,614	$	3,046		$	5,432
Foreign currency translation adjustment		(19	)		2,626		(1,141	)		2,178
Total comprehensive income attributable to the noncontrolling interests	$	8,885		$	9,240	$	1,905		$	7,610

r. Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Generally, matters subject to estimation and judgment include amounts related to accounts receivable realization, inventory obsolescence, fair value measurements, pension and other postretirement benefit plan assumptions, restructuring reserves, self-insurance accruals, asset valuation reserves and accruals related to environmental remediation costs, asset retirement obligations and income taxes. Actual results may differ from those estimates and assumptions, and changes in such estimates and assumptions may affect amounts reported in future periods.

s. Accounting Standards Not Yet Adopted

The FASB has not published any accounting standards affecting the Company that the Company has not yet adopted as of December 31, 2009.

Note 5. Investments in Joint Ventures

In December of 2007, the Company sold its 40% ownership interest in Metalsa S. de R.L. (“Metalsa”) to our joint venture partner, Promotora de Empresas Zano, S.A. de C.V. (“Proeza”). The sale of our interest generated cash proceeds of $150 million, which approximated book value; therefore, there was no gain or loss on the sale. The Company has no other non-consolidated affiliates.

Metalsa is the largest supplier of vehicle frames and structures in Mexico. In addition, the Company and Metalsa had a technology sharing arrangement, which was terminated at the time of the sale. Metalsa has manufacturing facilities in Monterrey, Saltillo and San Luis Potosi, Mexico and Roanoke, Virginia.

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TOWER AUTOMOTIVE, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Summarized financial information for Metalsa is as follows (in thousands):

	Year Ended December 31, 2007
Condensed Statement of Earnings
Revenues	$	675,787
Gross Profit		141,955
Operating income		71,281
Net income		51,946

The Company did not purchase components from Metalsa during 2009, 2008, or 2007. The Company received technology fees from Metalsa of $5.2 million and $3.4 million during the seven months ended July 31, 2007 and the five months ended December 31, 2007, respectively. The Company did not receive any such fees during 2009 or 2008.

Note 6. Restructuring and Asset Impairment Charges

The Company has executed various restructuring plans and may execute additional plans in the future to realign manufacturing capacity to prevailing global automotive production and to improve the utilization of remaining facilities. Estimates of restructuring charges are based on information available at the time such charges are recorded. Due to the inherent uncertainty involved in estimating restructuring expenses, actual amounts paid for such activities may differ from amounts initially recorded. Accordingly, the Company may record revisions of previous estimates by adjusting previously established reserves.

Restructuring Charges

Restructuring charges and asset impairments include the following (in thousands):

	Successor							Predecessor
	Year Ended December 31, 2009		Year Ended December 31, 2008		Five Months Ended December 31, 2007			Seven Months Ended July 31, 2007
International	$	12,619	$	1,427	$	2,395		$	896
Americas		817		3,410		(587	)		21,505
Total	$	13,436	$	4,837	$	1,808		$	22,401

The Company incurred restructuring expense of $20.3 million and $13.9 million, respectively, during the years ended December 31, 2009 and 2008, which were offset by $6.9 million and $9.1 million, respectively, of other restructuring income. The Company incurred restructuring expense of $8.6 million during the five months ended December 31, 2007, which was offset by $6.8 million of other restructuring income. The Predecessor Company incurred restructuring expense of $30.3 million during the seven months ended July 31, 2007, which was offset by $7.9 million of other restructuring income.

The other restructuring income was related to the cancellation of an old customer program relating to the Company’s closed facility in Milwaukee, Wisconsin. This income was recorded in the Americas segment. As of June 30, 2009, all recoveries had been received.

F-21

TOWER AUTOMOTIVE, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The charges incurred during 2009, 2008, and 2007 primarily related to the following actions:

2009 Actions

In July 2009 in the International segment, the Company announced the closure of its press shop in Bergisch Gladbach, Germany. This closure impacted 57 colleagues, who ceased employment with the Company in October 2009. Total estimated costs of the closure of this facility are $10.2 million which is comprised of $9.1 million of severance costs and $1.1 million of other exit costs. The Company recorded the entire charge of $10.2 million during 2009 related to the closure of the Bergisch press shop. The additional charges incurred in 2009 in both the International and Americas segments relate to other severance costs, ongoing maintenance of facilities closed as a result of prior actions, and an additional impairment charge on an asset held for sale.

2008 Actions

In September 2008 in the Americas segment, the Company announced certain restructuring activities in its North American operations. The Company announced the closure of its Traverse City, Michigan facility. This closure impacted approximately 360 colleagues. The costs of the Traverse City, Michigan facility closure were recognized over the required service period of the colleagues through April 2009. Charges of $4 million and $4.5 million, respectively, were recognized during the years ended December 31, 2009 and 2008 for a cumulative charge of $8.5 million. The charges incurred during 2009 were comprised of $0.1 million of severance costs, $1.8 million for an additional impairment charge on the facility, and $2.1 million of other exit costs. The charges incurred during 2008 were comprised of $4.4 million of severance costs and $0.1 million of other exit costs.

2007 Actions

During 2007 in the Americas segment, the Company announced the closure of certain facilities in its North American operations in an effort to realign capacity with demand during bankruptcy. The Company closed its Kendallville, Milan, Granite City, and Upper Sandusky facilities and incurred restructuring and asset impairment charges of $20.9 million relating to these closures.

Restructuring Reserve

The table below summarizes the activity in the accrual, reflected in accrued liabilities, for the above-mentioned actions through December 31, 2009 (in thousands):

	International			Americas			Consolidated
Balance at December 31, 2007	$	2,226		$	1,105		$	3,331
Payments		(610	)		(2,097	)		(2,707	)
Increase in liability		739			6,317			7,056
Adjustment to liability		—			(449	)		(449	)
Balance at December 31, 2008		2,355			4,876			7,231
Payments		(3,458	)		(3,755	)		(7,213	)
Increase in liability		9,290			323			9,613
Adjustment to liability		—			117			117
Balance at December 31, 2009	$	8,187		$	1,561		$	9,748

Except as disclosed in the table above, the Company does not anticipate incurring additional material cash charges associated with the actions described above. The increase in the liability above does not agree with the restructuring charges in the table above as certain items are expensed as incurred related to the actions described.

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TOWER AUTOMOTIVE, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The liability increased during 2009 primarily due to new restructuring actions taken in the Company’s International operations. The increases to the liability primarily related to involuntary employee termination benefits. Of the $9.7 million restructuring reserve accrued as of December 31, 2009, the majority is expected to be paid in 2010. The liability increased during 2008 primarily due to restructuring actions taken in the Company’s Americas operations. The increases to the liability primarily related to involuntary employee termination benefits which have now all been paid.

During the years ended December 31, 2009 and 2008, the Company incurred severance payments related to prior accruals in North America of $3.1 million and $1.2 million, Europe of $2.4 million and $0.6 million, Asia of $1 million and $0 million, and Brazil of $0.7 million and $0.9 million, respectively.

The majority of the Company’s restructuring actions in 2009, 2008, and the 2007 Successor period related to severance payments and facility lease costs, with $1.8 million of asset impairments in 2009. The majority of the Predecessor Company’s 2007 restructuring actions were for asset impairments of approximately $21 million.

Note 7. Assets Held for Sale

The Company has two locations that are considered held for sale in accordance with FASB ASC No. 360. The two locations are Gunpo, South Korea and Traverse City, Michigan. Production ceased at the Traverse City location during the second quarter of 2009 and the Gunpo facility is an office building. The Company’s management has demonstrated intent to sell these locations by listing the properties with local real estate agencies at prices deemed reasonable in comparison to their respective fair values; thus, the Company expects to sell these locations within one year. Accordingly, the Company has recorded these locations at fair value, ceased depreciation on them, and classified them as held for sale. The following table summarizes assets held for sale by category (in thousands):

	December 31, 2009
Land	$	2,868
Building		3,140
Total	$	6,008

Note 8. Debt

Long-Term Debt

Long-term debt consists of the following (in thousands):

	December 31, 2009			December 31, 2008
First lien term borrowings, due July 31, 2013	$	471,033		$	502,408
Revolving credit facility		24,500			—
Other foreign subsidiary indebtedness		156,403			106,410
Total debt		651,936			608,818
Less current maturities		(139,558	)		(102,570	)
Long-term debt	$	512,378		$	506,248

F-23

TOWER AUTOMOTIVE, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The current maturities do not include capital lease obligations of $2.1 million and $2.3 million as of December 31, 2009 and 2008.

Future maturities of long-term debt as of December 31, 2009 are as follows (in thousands):

2010	$	139,558
2011		13,618
2012		42,183
2013		456,577
2014		—
Thereafter		—
Total	$	651,936

Successor Debt

First Lien Term Loan

As of December 31, 2009, the outstanding principal balance on the U.S. Dollar and Euro tranches was $204.3 million and $266.7 (or €186.3) million, respectively. The interest rates in effect as of December 31, 2009 were 4.56% and 4.86% on the U.S. Dollar and Euro tranches, respectively. Refer to Note 15 for related party discussion.

Second Lien Term Loan

On January 31, 2008 and May 5, 2008, the Company elected to make $10 million and $17.9 million early payments of the second lien term loan, respectively. The payments were made in accordance with Amendment No.1 to the second lien term loan, and therefore, the Company did not incur an early payment penalty. With the May 5, 2008 payment, the second lien term loan was repaid in full.

Revolving Credit Facility

Advances under the revolving credit facility bear interest at a base rate plus a margin or LIBOR plus a margin. The applicable margins are determined by the average availability under the revolving credit facility over the preceding three months. The applicable margins as of December 31, 2009 were 0.75% and 1.75% for base rate and LIBOR based borrowings, respectively. As of December 31, 2009 there was $100.3 million of borrowing availability under the revolving credit facility of which $24.5 million of borrowings and $0.3 million of letters of credit were outstanding.

The revolving credit facility is secured by (1) a first-priority lien on all accounts receivable, inventory, cash, investments and property, plant and equipment of the U.S. Borrower and guarantors, (2) a second-priority pledge of 65% of any voting and 100% of any non-voting equity interests held in any foreign subsidiary by the U.S. Borrower and guarantors, and (3) a second-priority lien on all other tangible and intangible assets of the U.S. Borrower and guarantors.

Letter of Credit Facility

The letter of credit facility, which is part of the first lien term loan agreement, is fully cash collateralized by third parties for purposes of replacing or backstopping letters of credit outstanding at the time of the original

F-24

TOWER AUTOMOTIVE, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

acquisition by Cerberus. The cash collateral was deposited by such third parties in a deposit account, and the Company has no right, title or interest in the deposit account. On April 8, 2009, the letter of credit facility was reduced by $30 million from $60 million to $30 million. On September 30, 2009, the letter of credit facility was reduced by $2.5 million from $30 million to $27.5 million. As of December 31, 2009, the outstanding letters of credit under the letter of credit facility were $27.3 million. Applicable fees were initially 4.25% of the aggregate letters of credit outstanding for commissions and fronting fees and a deposit fee of 0.15% based on the amount of the cash collateral deposit.

As of December 31, 2009, the weighted average interest rate of the Company’s credit facilities (first lien term loan and revolving credit facility) was 4.59%. The Company incurred interest expense related to the amortization of debt issue costs of $3.5 million and $2.9 million during the years ended December 31, 2009 and December 31, 2008, respectively. The Successor Company and the Predecessor Company incurred interest expense related to the amortization of debt issue costs of $3.7 million and $10.5 million during the five months ended December 31, 2007 and the seven months ended July 31, 2007, respectively.

Amendment

During the first quarter of 2009, the Company reached an agreement to amend certain terms of its revolving credit facility, first lien term loan agreement, and letter of credit facility. As part of the amendment, the Company agreed to reduce the $200 million revolving credit facility to $150 million.

The amendment also allowed the Company to redeem a portion of its letter of credit facility for cash. On April 8, 2009, the Company received cash proceeds of $12 million, in exchange for a $30 million reduction of the letter of credit facility from $60 million to $30 million. A gain of $11.5 million, net of fees, was recognized as other income as a result of this transaction. In addition, the Company had the ability to redeem up to an additional $10 million of the letter of credit facility by the end of the third quarter of 2009. On September 30, 2009, the Company received cash proceeds of $1.2 million, in exchange for a $2.5 million reduction of the letter of credit facility to decrease the facility from $30 million to $27.5 million. A gain of $1.2 million, net of fees, was recognized as other income as a result of this transaction.

Also pursuant to the amendment, the Company was required to use the proceeds from the first letter of credit reduction to repurchase a portion of the U.S. tranche of the first lien term loan. The amendment provides the Company with an eighteen-month window to repurchase the first lien term loans up to an aggregate of $50 million in cash. On May 1, 2009, the Company agreed to a tender offer to repurchase $32.9 million of the first lien term loan using the net proceeds from the letter of credit facility reduction. On May 6, 2009, the Company executed the agreement by transferring $11.5 million to complete the transaction, which resulted in a net gain of $20.9 million after fees, recognized as other income.

These actions assisted the Company in remaining compliant with debt covenants during 2009.

Other Foreign Subsidiary Indebtedness

As of December 31, 2009, other foreign subsidiary indebtedness of $156.4 million consists primarily of borrowings in South Korea of $114 million, receivable factoring in Europe of $29.1 million, and borrowings in Brazil of $13.3 million.

F-25

TOWER AUTOMOTIVE, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

South Korea

The Company has borrowings in South Korea of $114 million which have interest rates ranging from 3.95% to 9.96%. The majority of these borrowings are subject to annual renewal. Substantially all of the assets of the Company’s South Korean subsidiary serve as collateral.

During the second quarter of 2009, the Company obtained commitments of $21 million (KRW 24.5 billion) from two local banks and through participation in the South Korean government’s Collateralized Bond Obligation program. As of December 31, 2009, the Company has drawn $19.3 million (KRW 22.5 billion) against these new commitments, leaving $1.7 million (KRW 2 billion) undrawn and available. This new debt is primarily unsecured and has maturities of between one and three years, with an average maturity of 2.3 years.

During the third quarter of 2009, the Company obtained new term loan financing from a local bank in South Korea of $4.3 million (KRW 5 billion) at face value. The Company used $2.1 million (KRW 2.4 billion) of the proceeds to repay a portion of an existing, higher interest rate term loan at another local bank at face value. The Company did not incur an early payment penalty. The remainder of the proceeds is to be used to support increased inter-company sales from the Company’s South Korean tool shop to overseas affiliates. This new debt is unsecured and has a one year maturity.

During the fourth quarter of 2009, the Company obtained $7.9 million (KRW 9.2 billion) of new loans. The proceeds were used to refinance maturing higher cost loans at face value. The Company also extended by one year the maturity of $9.4 million (KRW 11 billion) of loans previously scheduled to mature in the quarter.

Brazil

The Company obtained new term loan financing of $16.1 million (R$ 28 million) in its Brazilian operations in January 2009. This new credit was provided through bilateral agreements with three local banks. All loans have a duration of one year or less, are secured by certain fixed and current assets, and bear interest rates ranging from 12.7% to 18.85% per annum. Periodic interest and principal payments are required. During June 2009, one of the banks provided a new $2.3 million (R$ 4 million) loan to replace principal payments that had occurred since January. Throughout the year, the banks provided new loans to replace principal payments that had occurred since January; $2.3 million, $5.7 million, and $4.6 million (R$ 4 million, R$ 10 million, and R$ 8 million), respectively, in June, October, and November of 2009. As of December 31, 2009, the aggregate balance outstanding is $13.3 million (R$ 23.2 million).

Italy

During the second quarter of 2009, local banks in Italy increased the receivable factoring facilities available to the Company by $21 million (€14.7 million). As of December 31, 2009, the receivable factoring facilities available to the Company are $39.2 million (€27.4 million). These are uncommitted, demand facilities which are subject to termination at the discretion of the banks, and bear interest rates based on the average 3 month EURIBOR plus a spread ranging from 1.45% to 2.00%. The effective rates as of December 31, 2009 ranged from 2.16% to 2.71% per annum. Any receivable factoring under these facilities is with recourse, and is secured by the accounts receivable factored. These receivable factoring transactions are recorded in the Company’s Consolidated Balance Sheet in current maturities of long term debt.

Generally, borrowings of foreign subsidiaries are made under credit agreements with commercial lenders and are used to fund working capital and other operating requirements.

F-26

TOWER AUTOMOTIVE, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Capital Leases

The Company had capital lease obligations of $17.6 million and $19.3 million as of December 31, 2009 and December 31, 2008, respectively. Property under capital leases was $25.2 million and $24.6 million with $4.1 million and $2.4 million of accumulated depreciation as of December 31, 2009 and December 31, 2008, respectively.

As of December 31, 2009, the Company believes that it is in full compliance with the financial covenants that govern its credit agreements.

Predecessor Debt

Chapter 11 Impact

Under the terms of the Predecessor Company’s pre-petition credit agreement, the Chapter 11 filing created an event of default. Upon the Chapter 11 filing, the lenders’ obligation to loan additional money to the Predecessor Company terminated, the outstanding principal of all obligations became immediately due and payable and the Debtors were required to immediately deposit funds into a collateral account to cover the outstanding amounts under the letters of credit issued pursuant to the credit agreement. Outstanding obligations under the credit agreement amounted to $425 million, which were refinanced through debtor-in-possession financing.

In addition, the Chapter 11 filing created an event of default under the Predecessor Company’s Convertible Debentures, Senior Notes, Senior Euro Notes and the Subordinated Debentures (see Note 3).

Pursuant to FASB ASC No. 852, Reorganizations, the Predecessor Company ceased recognizing interest expense on its Convertible Debentures, Senior Notes, Senior Euro Notes and the Subordinated Debentures effective February 2, 2005. Contractual interest not accrued during the period from January 1, 2007 through July 31, 2007 was $43.2 million.

The debt of the Predecessor Company’s foreign subsidiaries was not subject to compromise in the bankruptcy proceedings as the Predecessor Company’s operating foreign subsidiaries were not included in the Chapter 11 filing.

F-27

TOWER AUTOMOTIVE, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 9. Derivative Financial Instruments

The Company was required by its credit agreements to enter into two interest rate swap agreements during the third quarter of 2007. These derivative agreements effectively fix interest rates on a portion of the Company’s European and U.S. first lien term loan tranches at 5.06% and 4.62%, respectively, and qualify for cash flow hedge accounting treatment under FASB ASC No. 815, Derivatives and Hedging. The swaps were designated as hedging instruments to offset the changes in cash flows resulting from changes in interest rates on this variable rate debt through August 31, 2010. Under FASB ASC No. 815, each swap is recorded as a cash flow hedge in which the fair value is recorded as an asset or liability and the changes in the fair value are recorded as a component of other comprehensive income. Periodic measurement of hedge effectiveness is performed quarterly. Any changes in the effective portion of these derivatives are recorded as a component of accumulated other comprehensive income (loss), a component of members’ equity, while any ineffective portion will be recorded in earnings and reflected in the consolidated statement of income as part of interest expense. The following table presents the notional amount of interest rate swaps by class (in thousands):

Financial Instruments	Hedge Type	Notional Amount		Start Date	Maturity Date
Floating to fixed	Cash Flow	$	182,500	8/31/2007	8/31/2010
Floating to fixed	Cash Flow	€	100,000	8/31/2007	8/31/2010

During 2009, a pre-tax of $6 million was recorded in other comprehensive income relating to the two cash flow hedges. As of December 31, 2009, no ineffective portion exists and the fair values of these derivatives are recorded as a liability of $10.6 million in the Company’s Consolidated Balance Sheet in accrued liabilities. A $9.8 million loss was recorded in other comprehensive income at December 31, 2008 and a corresponding liability of $16.6 million was recorded in the Company’s Consolidated Balance Sheet. The fair value of our interest rate swaps was determined based on third-party valuation models. As the swaps are still outstanding and effective hedges, amounts transferred from accumulated other comprehensive income to net income / (loss) for the periods presented were not significant. The swaps will settle in 2010; therefore, the amount currently recorded in accumulated other comprehensive income / (loss) of $12.5 million will be reclassified to net income / (loss) in 2010.

Note 10. Income Taxes

The summary of income/(loss) before provision for income taxes, equity in earnings of joint ventures and noncontrolling interests consisted of the following (in thousands):

	Successor									Predecessor
	Year Ended December 31, 2009			Year Ended December 31, 2008			Five Months Ended December 31, 2007			Seven Months Ended July 31, 2007
Domestic	$	(38,811	)	$	(75,763	)	$	(1,768	)	$	(119,873	)
Foreign		(21,325	)		49,529			23,239			22,145
	$	(60,136	)	$	(26,234	)	$	21,471		$	(97,728	)

F-28

TOWER AUTOMOTIVE, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The provision for income taxes consisted of the following (in thousands):

	Successor								Predecessor
	Year Ended December 31, 2009			Year Ended December 31, 2008			Five Months Ended December 31, 2007		Seven Months Ended July 31, 2007
Current:
Domestic—Federal	$	—		$	—		$	—	$	—
Domestic—State		192			(157	)		109		(28	)
Foreign		16,658			19,933			7,054		10,012
		16,850			19,776			7,163		9,984
Tax benefit of gain recognition in OCI:
Domestic—Federal		(4,398	)		—			—		—
Domestic—State		(503	)		—			—		—
		(4,901	)		—			—		—
Deferred:
Domestic—Federal		—			—			—		—
Domestic—State		238			438			—		—
Foreign		(13,291	)		(707	)		3,226		4,967
		(13,053	)		(269	)		3,226		4,967
Total	$	(1,104	)	$	19,507		$	10,389	$	14,951

A reconciliation of income taxes computed at the statutory rates to the reported income tax provision is as follows (in thousands):

	Successor									Predecessor
	Year Ended December 31, 2009			Year Ended December 31, 2008			Five Months Ended December 31, 2007			Seven Months Ended July 31, 2007
Taxes at federal statutory rates	$	(21,057	)	$	(9,182	)	$	7,515		$	(34,205	)
Foreign tax rate differential		(1,706	)		(3,657	)		(3,514	)		(5,410	)
Inflation adjustment—Mexico		(1,277	)		(991	)		—			—
Audit settlements		—			—			—			1,780
Sale of investment in subsidiaries		—			4,847			(31,374	)		32,630
Taxable foreign dividends		—			—			—			7,800
Other permanent differences		5,209			2,737			(3,586	)		10,451
Bankruptcy costs		—			—			—			19,329
Disallowed interest expense		1,506			3,431			2,929			—
Tax benefit of gain recognized in OCI		(4,901	)		—			—			—
State deferreds and credits		1,626			(5,751	)		(1,312	)		—
Valuation allowance		19,496			28,073			39,731			(17,424	)
	$	(1,104	)	$	19,507		$	10,389		$	14,951

F-29

TOWER AUTOMOTIVE, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

A summary of deferred income tax assets (liabilities) is as follows (in thousands):

	2009			2008
Accrued compensation costs	$	29,926		$	36,848
Postretirement benefit obligations		1,328			5,770
Purchase accounting adjustments		—			4,733
MRO Inventory		8,251			—
Facility closure and consolidation costs		1,427			6,057
Net operating loss carryforwards and tax credits		112,896			73,337
Other reserves and adjustments		24,888			27,322
Goodwill and intangibles		(3,932	)		(2,280	)
Fixed asset, and leases		3,164			9,859
		177,948			161,646
Less: valuation allowance		(172,358	)		(170,093	)
Net deferred income tax assets (liabilities)	$	5,590		$	(8,447	)

The Company has U.S. net operating loss carryforwards (“NOLs”) of $148.5 million that expire during the years 2027 through 2029 and state NOL carryforwards of $64.2 million and state credit carryforwards of $21.5 million that expire during the years 2012 through 2029. The Company has recorded deferred tax assets of $52.0 million, and $16.6 million related to federal NOL carryforwards and state NOL and credit carryforwards, respectively. The Company assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize the existing deferred tax assets. Based on this assessment, the Company continues to record a full valuation allowance against its U.S. federal and state net deferred tax assets.

The Company’s foreign subsidiaries have tax NOL carryforwards of $162.4 million and other NOL carryforwards of $40.0 million at December 31, 2009 of which some expire in 2010 and others are carried forward indefinitely. The Company has recorded deferred tax assets of $44.3 million related to the foreign NOL carryforwards. The Company has recorded a full valuation allowance in certain foreign jurisdictions against its foreign net deferred tax assets.

The Company’s foreign subsidiaries are held by a pass-through entity that is not subject to income tax, any repatriation of foreign earnings will not result in tax at the entity level. As such, the Company does not provide for deferred taxes on the excess of the financial reporting over the tax basis in its investments in foreign subsidiaries.

The Predecessor Company had U.S. net operating loss carryforwards (“NOLs”) of $1 billion that would have expired during the years 2019 through 2027. The Predecessor Company had a U.S. alternative minimum tax (“AMT”) credit carryforward of $2.9 million that would have carried forward indefinitely. Certain Predecessor Company assets, including U.S. NOLs and other U.S. tax attributes, remained with the Post Consummation Trust.

The Predecessor Company had various state tax credits and state NOL carryforwards. In 2007, a valuation allowance amount of $0.6 million was established in association with state deferred tax assets. The cumulative valuation allowance at July 31, 2007 was $49.9 million for state deferred tax assets.

F-30

TOWER AUTOMOTIVE, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

A reconciliation of the beginning and ending amounts of unrecognized tax benefits are as follows (in thousands):

	Unrecognized Tax Benefits
Balance at January 1, 2007	$	6,992
Increase in prior year tax positions		—
Decrease in prior year tax positions		(3,952	)
Increase in current year tax positions		967
Balance at December 31, 2007		4,007
Increase in prior year tax positions		228
Decrease in prior year tax positions		—
Increase in current year tax positions		1,840
Audit settlements		(118	)
Lapse in statute of limitations		(91	)
Foreign currency translation		(219	)
Balance at December 31, 2008		5,647
Increase in prior year tax positions		882
Decrease in prior year tax positions		—
Increase in current year tax positions		1,718
Audit settlements		(303	)
Lapse in statute of limitations		(75	)
Foreign currency translation		358
Balance at December 31, 2009	$	8,227

Included in the balance of unrecognized tax benefits at December 31, 2009, 2008 and 2007 respectively, are $7.4 million, $5.2 million and $3.5 million of tax benefits that, if recognized, would affect the effective tax rate, subject to valuation allowance adjustments. Also included in the balance of unrecognized tax benefits at December 31, 2009, 2008 and 2007 respectively, are $0.8 million, $0.4 million and $0.5 million of tax benefits that, if recognized, would result in adjustments to other tax accounts, primarily deferred taxes.

The Company recognizes interest and penalties related to unrecognized tax benefits as income tax expense. During the year ended December 31, 2009, the Company recognized less than $0.1 million of interest due to audit settlements from Brazil and $0.4 million in penalties as income tax expense.

The Company files income tax returns in the U.S. federal jurisdiction, as well as various states and foreign jurisdictions. As of December 31, 2009 the Company’s tax years for 2002 through 2009 are subject to examination by the tax authorities.

At this time, the Company is also under audit in several foreign jurisdictions. Based on the status of the audits and the protocol of finalizing audits by the relevant tax authorities, the Company does not believe there will be material changes within the next twelve months to previously recorded uncertain tax positions. However, as of December 31, 2009, the foreign tax authorities proposed certain adjustments that would impact the Company’s liability for unrecognized tax benefits. Although it is not possible to predict the timing of the conclusion of all ongoing audits with accuracy, it is reasonably possible that a reduction in the unrecognized tax benefits may occur; however, quantification of an estimated range cannot be made at this time.

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TOWER AUTOMOTIVE, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 11. Employee Benefit Plans

The Company sponsors various pension and other postretirement benefit plans for its colleagues.

In accordance with FASB ASC No. 805, Business Combinations, on August 1, 2007, the Company recorded a liability for the total projected benefit obligation in excess of plan assets for the pension plans and a liability for the total accumulated postretirement benefit obligation in excess of the fair value of plan assets for other postretirement benefit plans and for postretirement benefit settlement agreements, which were approved by the Bankruptcy Court and assumed by the Successor Company.

The Successor Company elected to early adopt the measurement provisions of FASB ASC No. 715, Compensation-Retirement Benefits, on August 1, 2007. Those provisions require the measurement date for plan assets and liabilities to coincide with the sponsor’s year-end. As a result of the application of purchase accounting the adoption did not have a material impact on the Company’s financial statements.

Defined Benefit Retirement Plans

The Tower Automotive Consolidated Pension Plan (the “Pension Plan”), which resulted from the Predecessor Company’s merger of the Tower Automotive Pension Plan and the UAW Retirement Income Plan, provides benefits for certain current and former U.S. colleagues. Benefits under the Pension Plan are based on years of service, compensation, and other factors. Effective October 1, 2006, the plan was frozen and ceased accruing any additional benefits. Contributions by the Company are intended to fund benefits that accrued through October 1, 2006.

The Company’s funding policy is to annually contribute amounts to the Pension Plan’s related trust sufficient to meet the minimum funding requirements of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and the Internal Revenue Code of 1986, as amended (the “Code”). The Company expects minimum contribution requirements to the Pension Plan of $9.7 million during 2010. Benefit payments under the Pension Plan are estimated to be $20.5 million, $19.8 million, $19.5 million, $18.6 million, and $18.6 million for the years ending December 31, 2010, 2011, 2012, 2013, and 2014, respectively, for a total of $97 million during that five-year period. Aggregate benefit payments under the Pension Plan for the years 2015 through 2018 are estimated to be $87 million.

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TOWER AUTOMOTIVE, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table provides a reconciliation of the changes in the benefit obligations and fair value of assets for the Pension Plan (in thousands):

	Year Ended December 31, 2009			Year Ended December 31, 2008
Reconciliation of fair value of plan assets:
Fair value of plan assets at the beginning of the period	$	154,697		$	216,497
Actual return on plan assets		24,882			(51,543	)
Employer contributions		8,208			11,563
Plan expenses paid		(927	)		(589	)
Benefits paid		(21,002	)		(21,231	)
Fair value of plan assets at the end of the period	$	165,858		$	154,697
Change in Benefit Obligations:
Benefit obligations at the beginning of the period	$	243,549		$	251,161
Service cost		28			30
Interest cost		14,305			14,889
Actuarial loss (gain)		7,708			(1,300	)
Benefits paid		(21,002	)		(21,231	)
Benefit obligations at the end of the period	$	244,588		$	243,549
Funded status	$	(78,730	)	$	(88,852	)

At December 31, 2009 and 2008, the funded status is recorded in non-current liabilities in the Consolidated Balance Sheet.

At the December 31, 2009 measurement date, the accumulated benefit obligation of the Pension Plan was approximately $244.4 million. At December 31, 2008 and 2007, the accumulated benefit obligation of the Pension Plan was approximately $243.3 million and $250.8 million, respectively.

The following table provides the components of net periodic pension benefit cost for the Pension Plan (in thousands):

	Successor									Predecessor
	Year Ended December 31, 2009			Year Ended December 31, 2008			Five Months Ended December 31, 2007			Seven Months Ended July 31, 2007
Service cost	$	28		$	30		$	12		$	68
Interest cost		14,305			14,889			6,480			5,911
Expected return on plan assets		(10,063	)		(14,511	)		(6,024	)		(7,991	)
Amortization of prior service cost		—			—			—			460
Amortization of net losses		1,835			—			—			1,201
Curtailment loss		—			—			—			2,444
Net periodic benefit cost	$	6,105		$	408		$	468		$	2,093

In accordance with FASB ASC No. 805, unrecognized net actuarial losses and net prior service cost included in accumulated other comprehensive loss as of July 31, 2007 were eliminated.

F-33

TOWER AUTOMOTIVE, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amounts recognized in other comprehensive income/(loss), pre-tax, at December 31, 2009 and 2008 consist of the following:

	Year Ended December 31,
	2009			2008
Net actuarial loss/(gain)	$	(6,185	)	$	65,343
Amortization of net losses		(1,835	)		—
Amount recognized	$	(8,020	)	$	65,343

The net periodic benefit cost for the year ending December 31, 2010 will contain an estimated $1.6 million to be amortized from accumulated other comprehensive income.

The assumptions used in the measurement of the Company’s benefit obligation, based upon a December 31, 2009 and December 31, 2008 measurement date, are as follows:

	Year Ended December 31,
	2009		2008
Discount rate	5.75	%	6.25	%
Rate of compensation increase	4.50	%	4.50	%

The assumptions used in determining net periodic benefit cost are shown below:

	Years Ended December 31,
	2009		2008		2007
Discount rate	6.25	%	6.25	%	6.25	%
Expected return on plan assets	7.25	%	7.25	%	7.25	%
Rate of compensation increase	4.50	%	4.50	%	4.50	%

The present value of the Company’s pension benefit obligation is calculated through the use of a discount rate. The discount rate used is established annually at the measurement date and reflects the construction of a yield curve analysis from a third party, which calculates the yield to maturity that mirrors the timing and amounts of future benefit payments.

The Company’s allocations of Pension Plan assets on the December 31, 2009 and 2008 measurement dates are as follows:

	Years Ended December 31,
	2009		2008		2009 Target
Fixed income investments	43	%	38	%	48	%
Equity securities	38	%	46	%	35	%
Non-equity investments	12	%	0	%	12	%
Real estate	6	%	7	%	5	%
Cash equivalents	1	%	9	%	0	%
Total	100	%	100	%	100	%

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TOWER AUTOMOTIVE, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The expected long-term rate of return on Pension Plan assets is based on the expected return of each of the above categories, weighted based on the median of the target allocation for each class. Over the long term, equity securities are expected to return between 9% and 12%, fixed income investments are expected to return between 5% and 7%, and non-equity investments are expected to return between 7% and 9%.

The investment policy, as established by the Company’s Benefit Plans Committee (the “Committee”), allows for effective supervision, monitoring, and evaluating of the investment of the Company’s retirement plan assets. This includes setting forth an investment structure for managing assets and providing guidelines for each portfolio to control the level of overall risk and liquidity. The cash inflows and outflows will be deployed in a manner consistent with the above target allocations. If the Committee determines cash flows to be insufficient within the strategic allocation target ranges, the Committee shall decide whether to effect transactions to bring the strategic allocation within the threshold ranges. Plan assets do not include equity securities of the Company.

Pension Plan assets are recorded at fair value. Fixed income and equity securities may each be combined into commingled fund investments. Commingled funds are valued to reflect the Company’s interest in the fund based on the reported year-end net asset value. Non-equity investments, which represent approximately 12% of Pension Plan assets, include investments in private equity and hedge funds, and are value based on year-end reported net asset value. For Pension Plan assets, the balance sheet includes the funded status of the benefit plans, which represents the difference between the benefit obligations and fair value of Pension Plan assets.

The fair value of the Company’s Pension Plan assets at December 31, 2009 by asset category are as follows (in millions):

	Fair Value Measurements at December 31, 2009
Asset Category	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash	$	2	$	2	$	—	$	—
Equity securities:
U.S. companies		27		27		—		—
International companies		10		10		—		—
Mutual funds(a)		34		18		16		—
Real estate investment trusts		9		9		—		—
U.S. Treasuries		31		31		—		—
Corporate bonds		32		32		—		—
Equity long/short hedge funds(b)		20		—		—		20
Total	$	165	$	129	$	16	$	20

(a) This category consists of mutual fund investments that are focused on international equity securities.

(b) This category includes hedge funds that invest both long and short in a variety of U.S. equities, and international equities and currencies. Management of the hedge funds has the ability to shift investments from value to growth strategies, from small to large capitalization stocks, and from a net long position to a net short position.

F-35

TOWER AUTOMOTIVE, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

For Pension Plan assets with a fair value measurement using significant unobservable inputs (level 3), the reconciliation of the beginning and ending balances are as follows (in millions):

Fair Value Measurements Using Significant

Unobservable Inputs (Level 3)

	Equity Long/ Short Hedge Funds
Beginning balance at December 31, 2008	$	—
Actual return on plan assets:
Relating to assets still held at the reporting date		2
Purchases		18
Ending balance at December 31, 2009	$	20

Defined Contribution Retirement Plans

The Company sponsors various qualified defined contribution retirement plans. Each plan serves a defined group of colleagues and has varying levels of Company contributions. The Company’s contributions may be required by collective bargaining agreements for certain plans. Effective January 1, 2007, the Predecessor Company reinstated matching contributions for non-union colleagues. Effective July 30, 2007, the Predecessor Company terminated the Tower Automotive Retirement Plan and the Tower Automotive Union 401(k) Plan. Effective July 31, 2007, the Successor Company adopted the Tower Automotive Retirement Savings Plan and the Tower Automotive Union Retirement Savings Plan. The Predecessor Company contributions related to these plans were $1.9 million under the terminated plans for the seven months ended July 31, 2007, and the Successor Company contributed $1.5 million under the newly adopted plans for the five months ended December 31, 2007. The Successor Company contributions were $3 million and $3.8 million, respectively, during 2009 and 2008.

Retirement Plans of Non-U.S. Operations

The Company has no defined benefit pension plans associated with its non-U.S. operations. The Company primarily provides severance benefits to colleagues that have terminated their employment due to retirement or otherwise. The amount associated with such benefits depends upon the length of service of the colleague and also upon whether the termination was voluntary or at the request of the Company. During 2007, the Predecessor Company recorded expenses associated with these non-U.S. plans of $0.9 million and the Successor Company recorded $0.8 million. During 2009 and 2008, the Company recorded expenses associated with these non-U.S. plans of $3.1 million and $3.9 million, respectively.

Other Postretirement Plans

The Predecessor Company provided certain medical insurance and life insurance benefits for retired colleagues. Certain U.S. colleagues of the Predecessor Company were eligible for these benefits if they fulfilled the eligibility requirements specified by the plans. Certain retirees were required to contribute all or a portion of the cost of their coverage. Benefit coverage continued for dependents of eligible retiree participants subsequent to the death of the retiree. During 2006, the Predecessor Company reached agreements with certain retirees and active U.S. colleagues to modify the benefits payable under the various plans.

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TOWER AUTOMOTIVE, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Defined-Dollar Capped Medical Plans

In April 2006, the Predecessor Company submitted for approval to the Bankruptcy Court settlement agreements with two groups representing current and future retirees. Both settlements included modifications of retiree health care benefits for both retired salaried colleagues as well as certain current and future retirees of the Company’s Milwaukee, Wisconsin facility.

In May 2006, the Bankruptcy Court approved the agreements with the official committee representing the Predecessor Company’s salaried retirees (the “Retiree Committee Stipulation”) and with the unions representing retirees at the Predecessor Company’s Milwaukee, Wisconsin facility (the “Milwaukee Stipulation”). Pursuant to the Retiree Committee Stipulation, salaried retirees continued to receive current benefits through June 30, 2006. The salaried retirees established a Voluntary Employee Benefit Association (“VEBA”) trust to administer medical insurance benefits after June 30, 2006. As of July 31, 2007, the Predecessor Company made contributions of $0.2 million

Pursuant to the Milwaukee Stipulation, a separate VEBA Trust was established and began administering medical insurance benefits for retirees and their dependents beginning July 1, 2006. The Predecessor Company contributed cash of approximately $4.4 million on July 31, 2007.

A separate VEBA Trust was established and began administering benefits for retirees from the Company’s Greenville facilities and their dependents beginning September 1, 2006. As of July 31, 2007, the Predecessor Company made contributions of $1.4 million.

As of July 31, 2007, the Successor Company assumed the liabilities associated with the settlement agreements defined above. Pursuant to the Predecessor Company’s plan of reorganization, future benefit payments were capped at specified amounts to be paid through 2011. As a result, the Successor Company determined that these arrangements represent defined benefit postretirement plans and defined-dollar capped plans in accordance with FASB ASC No. 715. As of July 31, 2007, these liabilities were recorded at fair value, which was approximately $11.8 million. The Successor Company will accrete the interest cost through cost of sales until settlement in accordance with FASB ASC No. 715. Benefit payments during the years ended December 31, 2009 and 2008 was $2 million and $6.3 million, respectively. Interest accretion during the years ended December 31, 2009 and 2008 was $0.2 million and $0.5 million, respectively. The accumulated postretirement benefit obligation at December 31, 2009 was $1.7 million. Expected benefit payments and future Company contributions amount to $1.2 million, and $0.6 million, respectively, for the years 2010 and 2011, for a total of $1.8 million.

Life Insurance Plans

Life insurance benefits to certain U.S. retirees of the Predecessor Company continue to be provided under the settlement agreements described above. The Successor Company has assumed the benefit plans pursuant to which such life insurance benefits are provided. Expected future life insurance benefit payments amount to $0.9 million for each year 2010 through 2014 for a total of $4.5 million during the five-year period. Aggregate expected benefit payments for the years 2015 through 2019 are $4.7 million.

F-37

TOWER AUTOMOTIVE, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table provides a reconciliation of the changes in the benefit obligations and funded status of the Company’s other post employment benefit plans (in thousands):

	Year Ended December 31, 2009(1)			Year Ended December 31, 2008(1)
Reconciliation of fair value of plan assets:
Fair value of plan assets at the beginning of the period	$	—		$	—
Employer contributions		500			658
Benefits paid		(500	)		(658	)
Fair value of plan assets at the end of the period	$	—		$	—
Change in Benefit Obligations:
Benefit obligations at the beginning of the period	$	12,999		$	13,065
Service cost		—			—
Interest cost		778			781
Actuarial loss (gain)		554			(189	)
Benefits paid		(500	)		(658	)
Benefit obligations at the end of the period	$	13,831		$	12,999
Funded status	$	(13,831	)	$	(12,999	)

(1) Excludes defined-dollar capped plans as described above.

The following table provides the components of net periodic benefit cost for the plans (in thousands):

	Successor						Predecessor
	Year Ended December 31, 2009(1)		Year Ended December 31, 2008(1)		Five Months Ended December 31, 2007(1)		Seven Months Ended July 31, 2007
Service cost	$	—	$	—	$	—	$	—
Interest cost		778		781		333		2,822
Expected return on plan assets		—		—		—		(312	)
Amortization of prior service cost		—		—		—		(2,053	)
Amortization of net losses		—		—		—		2,291
Net periodic benefit cost	$	778	$	781	$	333	$	2,748

(1) Excludes defined-dollar capped plans as described above.

In accordance with FASB ASC No. 805, Business Combinations, unrecognized net actuarial losses and net prior service cost included in accumulated other comprehensive loss as of July 31, 2007 were eliminated.

Amounts recognized in other comprehensive income at December 31, 2009 and 2008, pre-tax, consist of the following (in thousands):

	2009		2008
Net actuarial (gain) or loss	$	554	$	(189	)
Net prior service cost		—		—
Amount recognized	$	554	$	(189	)

F-38

TOWER AUTOMOTIVE, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The discount rate used to measure the Company’s post employment benefit obligation was 5.75% and 6.25% for 2009 and 2008. The discount rate used to determine net periodic benefit costs was 6.25% in 2009, 6.25% in 2008, and 6.25% in 2007. The rate used reflects the construction of a yield curve analysis from a third party, which calculates the yield to maturity that mirrors the timing of future benefits. The measurement dates for the Company’s post retirement benefit plans were December 31, 2009 and December 31, 2008.

Note 12. Redeemable Preferred Units

The Company has outstanding 10,000 units of Membership Interest (designated as “Redeemable Preferred Units”) at December 31, 2009 and 2008. This is the total number of units authorized, issued, and outstanding. Cerberus owned and/or affiliated entities (“Members”) made initial capital contributions for all of the Redeemable Preferred Units in the amount of $213.8 million in July 2007. Redeemable Preferred Units are entitled to all of the rights of ownership, including a profits interest and a distribution preference, but have no conversion rights. Redeemable Preferred Units are non-voting, unless required by the Limited Liability Act of the State of Delaware. In accordance with FASB ASC No. 480, Distinguishing Liabilities from Equity, the Redeemable Preferred Units have been recorded as mezzanine equity at their issuance price, as they are redeemable at the option of the holder, based on the Members control of the Board of the Company. The initial carrying amount of redeemable preferred stock was its fair value, which was equal to the redemption value at date of issue.

The redemption value of the Redeemable Preferred Units is an amount that is equal to the holder’s initial capital contribution less all distributions previously made to such Redeemable Preferred Unit Holders (the “Unpaid Preference Amount”) plus an amount accruing at the rate of 10% per quarter on the holder’s Unpaid Preference Amount (the “Preferred Return Amount”). Therefore, if distributions are not made with respect to any fiscal year, the Redeemable Preferred Unit holders’ distributions will be cumulative. These units are recorded at redemption value at each balance sheet date and the Preferred Return Amount is recorded as an adjustment to retained earnings. During 2009 and 2008, and 2007 the Company paid distributions of $0.4 million and $5.6 million, and $8.3 million, respectively.

In conjunction with the sale of the Company’s 40% ownership interest in Metalsa in December 2007, the Company made a payment of $68.4 million to the preferred members. No redeemable preferred units were redeemed.

Note 13. Members’ Equity / (Deficit) and Share Based Compensation

Members Equity

The Membership Interests in the Company are represented by issued and outstanding “Units” divided into series consisting of “Redeemable Preferred Units,” “Common Units” and “MIP Units”.

Common Units

The Company has authorized, issued, and outstanding 8,500 units of Membership Interest (designated as “Common Units”). Cerberus owned and/or affiliated entities made initial capital contributions for all of the Common Units, for total cash proceeds of $11.3 million. The Common Units are entitled to all of the rights of ownership, including voting rights.

MIP Units/Share Based Compensation

The Company authorized 1,500 units of Membership Interest (designated as “MIP Units”) to be eligible for grants in connection with the Company’s Management Incentive Plan (“MIP”). The Board approved MIP is

F-39

TOWER AUTOMOTIVE, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

designed to promote the long-term success of the Company through share-based compensation by aligning the interests of participants with those of its members. The Company’s management determines vesting at the date of grant and awards have service and performance conditions. The awards based solely on service conditions generally vest based on 3 years of continuous service. The performance condition awards vest upon achievement of a profit goal, which represents a cumulative profit allocation target to the preferred holders. Certain of these awards provide for accelerated vesting if there is a change in control (as defined in the Plan).

In December of 2007 and first quarter of 2008, MIP Units were granted to certain key senior management and Board of Managers members and consultants of the Company pursuant to the MIP.

Under the fair value recognition provisions, share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the applicable vesting period of the award. The fair value of each MIP was based on the fair value of the common units on the date of grant. The compensation cost for the MIP Plan was insignificant for the periods ended December 31, 2009, 2008, and the five month period ending 2007, respectively, with no income tax benefit due to the valuation allowance in the United States recognized during 2009, 2008, and 2007.

MIP Units are entitled to all of the rights of ownership but are not entitled to vote, unless required by the Limited Liability Act of the State of Delaware. In addition, MIP Units are entitled to share in the residual value of the Company based on the liquidation preferences described below. At December 31, 2009, 2008, and 2007 MIP units outstanding were 1,465, 1,465, and 450. At December 31, 2009, 2008, and 2007 471.5, 236, and 0 MIP Units were vested, respectively.

Any additional Membership Interests must be approved by the Board of Managers of the Company. There is no established trading market for the Company’s Common, Preferred or MIP Units.

Membership Interest Distributions

Each fiscal year, the Company may make certain distributions to its Members, absent a Liquidation Event (as defined below), and after all amounts are paid by the Company for such fiscal year for ordinary and necessary business expenses, employee salaries and benefits, and payments of principal and interest on any Company indebtedness, in accordance with the following order of priority. First, to the Members, a tax distribution amount, which is intended to enable the Members to use such distributions to satisfy their estimated and final income tax liabilities for that fiscal year. Second, to the Preferred Unit holders, an amount that is equal to the Unpaid Preference Amount plus an amount for the Preferred Return Amount. If distributions are not made with respect to any fiscal year, the Preferred Unit holder’s distributions will be cumulative. Upon payment of the full Preferred Return Amount to the holders Preferred Units, then amounts may be distributed, to the holders of Common Units and MIP Units.

In the event of (i) a liquidation, dissolution, or winding up of the Company; (ii) a sale of all or substantially all of the assets of the Company to an unrelated third party; (iii) a merger, acquisition, or sale of Membership Interests, in which Members immediately prior to such event have received consideration for no less than half of the value of their Membership Interests, or (iv) a recapitalization, reorganization, reclassification, or other similar transaction in which the Company receives proceeds from a financing for the purpose of distributing such proceeds to the Members and the consummation of which the Board determines is a liquidation event (each a “Liquidation Event”), the Board is required to make distributions in the following order of priority. First, payment of all debts and liabilities owing to creditors including, if applicable, Members in their capacity as creditors and the expenses of dissolution or liquidation; second, establishment of such reserves as are deemed necessary by the Board for any contingent or unforeseen liabilities of the Company; third, to the holders of

F-40

TOWER AUTOMOTIVE, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Preferred Units, in proportion to their respective Unpaid Preference Amounts, until each such holder of Preferred Units has received its Unpaid Preference Amount. Thereafter, to the holders of Common Units and MIP Units.

Predecessor Company—Share-Based Compensation

As of July 31, 2007, a total of 1.4 million stock options of Tower Automotive, Inc. were outstanding. Under the Plan of Reorganization, these stock options were canceled. No material share-based compensation expense was incurred as a result of these options in 2007.

Note 14. Earnings per Unit/Share

Predecessor

Basic earnings (loss) per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. The Predecessor Company had a loss for the seven months ended July 31, 2007. As a result, diluted loss per share is the same as basic loss per share in those periods presented, as any potentially dilutive securities would reduce the loss per share.

Successor

As discussed in Note 13, MIP units share in the undistributed earnings with the common units. These MIP units are classified as participating securities as defined by FASB ASC 260. Therefore, the Company uses the two-class method for calculating EPS. For the periods ending December 31, 2009 and 2008, undistributed losses of the company are not allocated to the participating securities as the MIP unit holders do not have a contractual obligation to share in the losses. For the five month period ended December 31, 2007 no undistributed earnings are allocated to the participating securities based on the contractual participation rights (See Note 13) of the MIP Units to share in the current undistributed earnings, as undistributed earnings would go to the preferred unit holders to the extent of their Unpaid Preference Amount.

Due to net losses from continuing operations for 2009 and 2008, the MIP units had an anti-dilutive effect and therefore were excluded from the computation of diluted loss per share. The number of MIP units not included in the computation of diluted loss per share was 1,465 for 2009 and 2008. The impact of potentially dilutive securities outstanding for the five-month period ending December 31, 2007 are deemed immaterial based on the calculation of the two class and treasury methods.

Note 15. Related Party Transactions

During July 2009, a company affiliated with the Company’s preferred unit holder purchased an additional portion of the first lien term loan which resulted in the affiliate having ownership of approximately 86% of the first lien term loan. A company affiliated with the Company’s preferred unit holder initially purchased approximately 40% of the first lien term loan in December 2008.

The Company has made certain payments to Cerberus for certain operational consulting services post acquisition. The Company made minor payments to its parent totaling less than $0.1 million during the year ended December 31, 2009 and made payments of $0.8 million and $0.3 million during the years ended December 31, 2008 and December 31, 2007. The Company has also made certain payments to its parent for acquisition related services of approximately $1.1 million during the year ended December 31, 2007. No such payments were made during the years ended December 31, 2009 or December 31, 2008. The Company also has certain service agreements with Board members whereby the Successor Company has paid them approximately $2 million, $3.2 million, and $1.5 million for 2009, 2008, and 2007, respectively.

F-41

TOWER AUTOMOTIVE, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

On August 3, 2007, an affiliate of Cerberus Capital Management LLC acquired 80% of the Chrysler division from DaimlerChrysler Corporation. The Company sells certain products from its North American operations to Chrysler. The sale of these products was $144.9 million during 2008 and $81.1 million from August 1, 2007 to December 31, 2007. The Company’s accounts receivable with Chrysler at December 31, 2008 and 2007 was $6.5 million and $4.9 million, respectively. On April 30, 2009, Chrysler filed for bankruptcy and Cerberus divested its ownership in Chrysler. The Company’s sales to Chrysler during the four months ended April 30, 2009 were $17.7 million.

The Company sells certain products from its Asian operations to our joint venture partners, FAW-VW and Chery. The sale of these products to FAW-VW was $90.6 million, $74.6 million, and $78.8 million for the years ended December 31, 2009, 2008, and 2007, respectively. The sale of these products to Chery was $42.8 million, $28.5 million, and $30.6 million for the years ended December 31, 2009, 2008 and 2007, respectively. The Company’s accounts receivable with FAW-VW and Chery at December 31, 2009 was $12.4 million and $8.7 million, respectively.

The Company received technology fees from Metalsa of $5.2 million and $3.4 million during the seven months ended July 31, 2007 and the five months ended December 31, 2007, respectively. The Company did not receive any of such fees during 2009 or 2008.

Note 16. Segment Information

The Company defines its operating segments as components of its business where separate financial information is available and is routinely evaluated by management. The company’s chief operating decision maker (CODM) is the Chief Executive Officer. The Company produces engineered structural metal components and assemblies primarily serving the global automotive industry. The Company’s operations have similar economic characteristics, and share fundamental characteristics including the nature of the products, production processes, customers, and distribution channels. The Company’s products include body structures stampings, chassis structures (including frames), and complex welded assemblies for small and large cars, crossovers, pickups and SUVs. The Company is comprised of four operating segments: Europe, Asia, North America, and South America. These operating segments are aggregated into two reportable segments. The International segment consists of Europe and Asia while the Americas segment consists of North and South America.

The Company measures segment operating performance based on Adjusted EBITDA. The Company uses segment Adjusted EBITDA as the basis for the CODM to evaluate the performance of each of the Company’s reportable segments.

F-42

TOWER AUTOMOTIVE, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following is a summary of selected data for each of our segments, excluding discontinued operations (in thousands):

	International		Americas		Total
2009:
Revenues	$	990,523	$	643,882	$	1,634,405
Adjusted EBITDA		108,650		16,350		125,000
Capital expenditures		49,753		29,185		78,938
Total assets	$	886,936	$	447,485	$	1,334,421
2008:
Revenues	$	1,251,361	$	920,344	$	2,171,705
Adjusted EBITDA		163,875		48,979		212,854
Capital expenditures		75,956		53,153		129,109
Total assets	$	831,990	$	437,790	$	1,269,780
2007 (Successor—5 months):
Revenues	$	577,087	$	508,988	$	1,086,075
Adjusted EBITDA		67,230		56,337		123,567
Capital expenditures		28,018		11,409		39,427
Total assets	$	1,143,988	$	438,955	$	1,582,943
2007 (Predecessor—7 months):
Revenues	$	772,092	$	683,392	$	1,455,484
Adjusted EBITDA		85,980		58,666		144,646
Capital expenditures		20,607		17,843		38,450
Total assets	$	1,137,245	$	978,864	$	2,116,109

Inter-segment sales are not significant for any period presented. Capital expenditures do not equal cash disbursed for purchases of property, plant, and equipment as presented in the accompanying consolidated statements of cash flows, as capital expenditures above include amounts paid and accrued during the periods presented.

The following is a reconciliation of Adjusted EBITDA to net income (in millions):

	2009			2008			Successor 2007			Predecessor 2007
Adjusted EBITDA	$	125.0		$	212.9		$	123.6		$	144.6
Restructuring		(13.4	)		(4.8	)		(1.8	)		(22.4	)
Depreciation and amortization		(147.7	)		(170.3	)		(61.3	)		(90.5	)
Receivable factoring charges		(0.8	)		(0.7	)		(1.6	)		(1.7	)
Other adjustments		—			(3.1	)		(3.4	)		—
Interest expense, net		(56.9	)		(60.2	)		(34.0	)		(65.5	)
Other income, net		33.7			—			—			—
Chapter 11 and related reorganization items		—			—			—			(62.2	)
Net income / (loss) before provision for income taxes	$	(60.1	)	$	(26.2	)	$	21.5		$	(97.7	)

F-43

TOWER AUTOMOTIVE, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following is a summary of revenues and long-lived assets by geographic location (in thousands):

	Years Ended and End of Year December 31,
	2009					2008					2007
	Revenues			Long-Lived Assets		Revenues			Long-Lived Assets		Revenues(1)			Long-Lived Assets
Belgium	$	161,821		$	45,887	$	214,589		$	63,693	$	229,849		$	55,747
Italy		158,483			56,722		182,030			61,825		206,058			71,008
Germany		250,142			96,121		378,996			102,650		392,801			125,531
Slovakia		75,980			59,698		119,727			47,341		112,453			39,389
Other Europe		54,117			11,536		58,951			14,149		49,357			9,221
Asia		337,765			120,759		370,892			113,931		418,908			143,124
US		472,622			216,337		702,743			259,975		1,041,732			301,964
Brazil		171,273			38,580		217,804			32,332		156,151			36,266
Intercompany eliminations		(47,798	)		—		(74,027	)		—		(65,750	)		—
	$	1,634,405		$	645,640	$	2,171,705		$	695,896	$	2,541,559		$	782,250

(1) The 2007 revenues are shown on a consolidated full year basis as revenue was not impacted by purchase accounting.

Revenues are attributed to geographic locations based on the location of specific production. Long-lived assets consist of net property, plant and equipment and capitalized tooling.

The following is a summary of the approximate composition by product category of the Company’s revenues (in thousands):

	Years Ended December 31,
	2009		2008		2007(1)
Body structures and assemblies	$	920,990	$	1,272,920	$	1,519,325
Complex body-in-white assemblies		282,582		372,230		332,594
Chassis, lower vehicle structures and suspension components		402,882		492,482		672,278
Other		27,951		34,073		17,362
Total	$	1,634,405	$	2,171,705	$	2,541,559

(1) The 2007 revenues are shown on a consolidated full year basis as revenue was not impacted by purchase accounting.

The Company sells its products directly to automotive manufacturers. Following is a summary of customers that accounted for 10 percent or more of consolidated revenues in any of the three years ended December 31, 2009:

	2009		2008		2007(1)
Volkswagen Group	17	%	14	%	11	%
Ford Motor Company	13	%	14	%	17	%
Fiat	13	%	11	%	9	%
Hyundai/Kia	10	%	11	%	12	%
Volvo	10	%	10	%	9	%

(1) The 2007 revenues are shown on a consolidated full year basis as revenue was not impacted by purchase accounting.

F-44

TOWER AUTOMOTIVE, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

All customers that accounted for 10 percent or more of consolidated revenues from the table above are customers in the automotive industry; therefore, the Company is potentially subject to a concentration of credit risk.

Note 17. Commitments and Contingencies

Leases

The Company leases office and manufacturing space and certain equipment under non-cancelable lease agreements, which require the Company to pay maintenance, insurance, taxes and other expenses in addition to rental payments. The Company has entered into leasing commitments with lease terms expiring between the years 2010 and 2020. The Company has options to extend the terms of certain leases in future periods. The properties covered under these leases include manufacturing equipment and facilities and administrative offices and equipment. Rent expense for all operating leases totaled $24.1 million, $32.1 million, and $42.4 million in 2009, 2008, and 2007, respectively.

Future minimum capital and operating lease payments at December 31, 2009 are as follows (in thousands):

Year	Operating Leases		Capital Leases
2010		23,414		2,927
2011		16,776		2,277
2012		13,510		2,061
2013		10,437		1,476
2014		10,936		1,908
Thereafter		50,537		11,621
Total future operating lease payments	$	125,610		22,270
Less: amount representing interest				(4,918	)
Present value of minimum lease payments			$	17,352

Purchase Commitments

As of December 31, 2009, the Company was obligated under executory purchase orders for approximately $51 million of tooling, $33.1 million of capital expenditures, and $8.7 million of other expenditures.

Change in Control Agreements

The Successor Company agreed to assume certain executive contracts, which among other items, contain change-in-control termination payments if the employee was terminated within a certain period of time after the acquisition. Of the total amount assumed, the Company has paid $16.8 million related to these agreements. As of December 31, 2009, no further obligations remained.

Value Creation Plan (VC Plan)

The Board continuously examines certain strategic alternatives designed to enhance the Company’s value to its Members. The VC Plan provides for special cash bonuses to be paid to approximately 70 executives if a Liquidation Event were to occur (as defined in Note 13). The Value Creation Plan is the amount potentially available for distribution to participants based on the “Net Value Gained” as a result of a Liquidation Event. Net

F-45

TOWER AUTOMOTIVE, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Value Gained is defined as the cash proceeds and/or marketable or tangible securities delivered to the Members due to a Liquidation Event, adjusted by (a) adding the amount of any debt assumed by the purchaser, and (b) subtracting all repayments on Tower-related debt, all exit-related costs, the Member’s investment in Tower Automotive, LLC, and all costs of the payments to be made under this Plan, all as determined by the Manager in good faith.

The Value Creation Pool that is available for distribution to the Company’s executives due to a Liquidation Event will be equal to the following amount:

• 0% of Net Value Gained if Net Value Gained is less than $200 million.

• 3.75% of Net Value Gained if Net Value Gained is $200 million or more but is less than $1 billion.

• 4.0% of Net Value Gained if Net Value Gained is $1 billion or more but less than $1.2 billion.

• 4.2% of Net Value Gained if Net Value Gained is $1.2 billion or more.

Participants will be assigned a percentage of the pool for distribution. The special bonuses are based on the aggregate value of a future Liquidation Event, and accordingly cannot be determined at this time. Therefore, no liability is recorded in the Company’s financial statements as of December 31, 2009.

Environmental Matters

The Company owns properties which have been impacted by environmental releases. The Company is actively involved in investigation and/or remediation at several of these locations. Total costs and liabilities associated with environmental contamination could be substantial and may have an adverse impact on the Company’s financial condition, results of operations or cash flows.

Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. The established liability for environmental matters is based upon management’s best estimates of expected investigation/remediation costs related to environmental contamination. It is possible that actual costs associated with these matters will exceed the environmental reserves established by the Company. Inherent uncertainties exist in the estimates, primarily due to unknown environmental conditions, changing governmental regulations and legal standards regarding liability and evolving technologies for handling site remediation and restoration. At December 31, 2009 and 2008, the Company had accrued approximately $1.8 million for environmental matters.

Contingent Matters

The Company will establish reserves for matters in which losses are probable and can be reasonably estimated. These types of matters may involve additional claims that if granted, could require the Company to pay penalties or make other expenditures in amounts that will not be estimable at the time of discovery of the matter. In these cases, a liability will be recorded at the low end of the range if no amount within the range is a better estimate in accordance with FASB ASC No. 450, Accounting for Contingencies.

As part of the original acquisition, the Company agreed to pay up to $70 million to the Post-Consummation Trust to relinquish certain defined liabilities to date. The Company has made $57.5 million of payments and remains contingently liable to pay an additional $12.5 million. At this time, the Company has not recorded a liability for the $12.5 million since it does not believe that it will be probable to make any additional payments to the trust; therefore, these amounts were eliminated as part of the final purchase accounting adjustments. To the extent that future payments are required, the payments will be expensed.

F-46

TOWER AUTOMOTIVE, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Litigation

The Company is subject to various legal actions and claims incidental to its business. Litigation is subject to many uncertainties and the outcome of individual litigated matters is not predictable with assurance. After discussions with counsel litigating these matters, it is the opinion of management that the outcome of such matters will not have a material adverse impact on the Company’s financial position, results of operations or cash flows.

On February 2, 2005, the Predecessor Company filed a voluntary petition for relief under the Bankruptcy Code.

Following the above-referenced February 2, 2005 filing, certain claims were filed against certain then current and former officers and directors of the Predecessor Company, alleging various (1) violations of the federal securities laws (the “Securities Litigation”), and (2) breaches of fiduciary duties to participants in and beneficiaries of the Company’s various 401(k) retirement plans in connection with the availability of the common stock of Tower Automotive, Inc. as an investment option under the plans (the “ERISA Litigation”). A Stipulation of Settlement in the Securities Litigation was executed on February 10, 2009 and a Judgment approving the settlement was entered on May 28, 2009. Neither the Successor Company nor any of its current officers or directors was a party to this litigation. However, the Successor Company, as holder of certain historical records of the Predecessor Company, had provided ongoing support in the period for discovery of those documents and cooperation and assistance to the Post Consummation Trust on such litigation in accordance with the terms of the acquisition described in Note 2. The Predecessor Company and the parties to the ERISA Litigation reached an agreement to settle the ERISA Litigation, which settlement was approved by the Bankruptcy Court as part of the Plan of Reorganization.

On November 29, 2005, the Company’s joint venture partner in Metalsa, Groupo Proeza, S.A. de C.V. (“Proeza”) filed a lawsuit in Mexico against Tower Mexico, Metalsa and certain of Tower Mexico’s directors. Proeza’s lawsuit alleged certain breaches of Tower Mexico’s obligations under the governing documents of the joint venture and asserted certain rights in connection with an alleged change in control of Tower Mexico. As a result of these allegations, Proeza sought either the rescission of the joint venture relationship or the redemption of Tower Mexico’s investment in Metalsa.

In December 2007, the Successor Company agreed to sell its 40% interest in Metalsa to its joint venture partner, Proeza, for cash proceeds of $150 million. As part of this sale, both parties agreed to dismiss all of the above lawsuits and proceedings.

F-47

TOWER AUTOMOTIVE, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 18. Change in Working Capital and Other Operating Items

The following table summarizes the sources (uses) of cash provided by changes in working capital and other operating items (in thousands):

	Year Ended December 31, 2009			Year Ended December 31, 2008			Five Months Ended December 31, 2007			Seven Months Ended July 31, 2007
Accounts receivable	$	(114,754	)	$	165,791		$	40,266		$	(22,374	)
Inventories		13,563			34,356			8,761			(8,562	)
Prepaid tooling and other current assets		6,875			(4,844	)		6,045			894
Accounts payable and accrued liabilities		92,999			(137,288	)		(3,623	)		(29,475	)
Other assets and liabilities		10,335			29,252			(5,104	)		33,045
Change in working capital	$	9,018		$	87,267		$	46,345		$	(26,472	)

Note 19. Subsequent Events

On February 26, 2010, a foreign subsidiary of the Company signed a definitive agreement, subject to normal closing conditions, to purchase the assets of the manufacturing plant of TWB Fahrzeugtechnik GmbH & Co. KG i.L. located in Artern, Germany from an insolvency administrator. The aggregate purchase price of the assets will be approximately $19.2 (or €13.4) million consisting of the assumption of certain capital leases, cash payment to the administrator, and certain transaction costs. The transaction is expected to close during the first quarter of 2010.

F-48

METALSA, S. DE R.L. AND SUBSIDIARIES

Consolidated Financial Statements

December 31, 2007

(With the Report of Independent

Registered Public Accounting Firm Thereon)

F-49

Report of Independent Registered Public Accounting Firm

The Board of Managers and Partners

Metalsa, S. de R.L.:

We have audited the accompanying consolidated balance sheet of Metalsa, S. de R. L. and subsidiaries (the “Company”) as of December 31, 2007, and the related consolidated statements of income, partners’ capital and comprehensive income, and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Metalsa, S. de R. L. and subsidiaries as of December 31, 2007, and the results of their operations and their cash flows for the year then ended in conformity with U.S. generally accepted accounting principles.

As discussed in Note 16 to the consolidated financial statements, the Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109, as of January 1, 2007.

As discussed in the notes 1y and 14 to the consolidated financial statements, the Company adopted the recognition and disclosure provision of Statement of Financial Accounting Standards No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, as of December 31, 2007.

KPMG Cárdenas Dosal, S. C.

/s/    Jaime García Garcíatorres

Jaime García Garcíatorres

Monterrey, N.L., Mexico, April 5, 2008

F-50

METALSA, S. DE R.L. AND SUBSIDIARIES

Consolidated Balance Sheet

December 31, 2007

(Thousands of US dollars)

Assets
Current assets:
Cash and cash equivalents	$	34,698
Derivative financial instruments (note 2)		1,599
Accounts receivable, net (note 4)		103,111
Inventories, net (note 5)		69,752
Prepaid expenses (note 6)		2,144
Deferred income taxes (note 16)		4,168
Total current assets		215,472
Note receivable from parent company (note 3)		120,000
Spare parts, less allowance for obsolescence and slow moving of $1,267		4,410
Property, plant and equipment, net (note 7)		328,006
Other non-current assets, net (note 8)		5,182
Goodwill, net		12,809
	$	685,879
Liabilities and Partners’ Capital
Current liabilities:
Current installments of long-term debt (note 9)	$	3,101
Current installments of obligations under capital leases (note 10)		89
Accounts payable and accrued liabilities (note 11)		87,239
Pension and other postretirement benefits (note 14)		1,436
Total current liabilities		91,865
Long-term debt, excluding current installments (note 9)		160,539
Obligations under capital leases, excluding current installments (note 10)		21
Other long-term liabilities (note 13)		2,674
Pension and other postretirement benefits (note 14)		8,692
Deferred income taxes (note 16)		48,479
Total liabilities		312,270
Partners’ capital (note 15):
Contributed capital		12,718
Additional paid-in capital		63,705
Accumulated other comprehensive income (note 2)		(1,605	)
Retained earnings		298,791
Total partners’ capital		373,609
Contingencies and commitments (note 19)
	$	685,879

See accompanying notes to consolidated financial statements.

F-51

METALSA, S. DE R.L. AND SUBSIDIARIES

Consolidated Statement of Income

Year ended December 31, 2007

(Thousands of US dollars)

Net sales (note 3)	$	675,787
Cost of sales (note 3)		533,832
Gross profit		141,955
Selling, general and administrative expenses (notes 3 and 16)		69,318
Research and development costs—Launching cost of Tundra and DS projects		1,356
Operating income		71,281
Other income (expenses):
Interest expense		(5,990	)
Interest income		2,868
Translation gain		574
(Loss) gain from valuation and liquidation of derivative financial instruments (note 2)		(729	)
Other expenses, net		(2,139	)
Other expenses, net		(5,416	)
Income before income taxes		65,865
Income taxes (note 16):
Current		(1,389	)
Deferred		15,308
Total income taxes		13,919
Net income	$	51,946

See accompanying notes to consolidated financial statements.

F-52

METALSA, S. DE R.L. AND SUBSIDIARIES

Consolidated Statement of Partners’ Capital and Comprehensive Income

Year ended December 31, 2007

(Thousands of US dollars)

	Contributed capital		Additional paid-in capital	Retained earnings	Accumulated other comprehensive income		Total partners’ capital
Balances at January 1, 2007	$	12,718	63,705	246,845	1,715		324,983
Other comprehensive income, net of tax:
Unrealized gains on derivative financial instruments, net of deferred income tax and reclassification adjustment for gains included in net income (note 2)		—	—	—	(1,715	)	(1,715	)
Net income		—	—	51,946	—		51,946
Comprehensive income		—	—	—	—		50,231
SFAS 158 adoption net of $624 taxes (notes 1y and 14)		—	—	—	(1,605	)	(1,605	)
Balances as of December 31, 2007	$	12,718	63,705	298,791	(1,605	)	373,609

See accompanying notes to consolidated financial statements.

F-53

METALSA, S. DE R.L. AND SUBSIDIARIES

Consolidated Statement of Cash Flows

Year ended December 31, 2007

(Thousands US dollars)

Net cash provided by operating activities (note 18)	$	79,287
Cash flows from investing activities:
Acquisition of property, plant and equipment, including interest capitalized		(35,124	)
Change in other non-current assets, net		(789	)
Net cash used in investing activities		(35,913	)
Cash flows from financing activities:
Note receivable from parent company		(120,000	)
Proceeds from long-term debt		110,000
Payments of long-term debt		(72,434	)
Net cash used in financing activities		(82,434	)
Net decrease in cash and cash equivalents		(39,060	)
Cash and cash equivalents at beginning of year		73,758
Cash and cash equivalents at end of year	$	34,698
Supplemental disclosure of cash flow information:
Interest paid	$	5,674
Net tax refunds received	$	(1,748	)

See accompanying notes to consolidated financial statements.

F-54

METALSA, S. DE R.L. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2007

(Thousands of US dollars)

(1) Summary of Significant Accounting Policies

a) Description of business

Activity

The Company is engaged in the manufacturing and sale of frames (chassis), heavy truck side rails, fuel tanks and steel stamped parts for the automotive industry, mainly to the North American Free Trade Agreement (NAFTA) market. There are four facilities: Apodaca, San Luis Potosí and Saltillo in México and the other in Virginia USA.

Outstanding Events

As of December 20, 2007, Grupo Proeza, S. A. de C. V. (Grupo Proeza) acquired the remaining 40% of the outstanding partnership interest in the Company from Tower Automotive México, S. de R. L., for $150 million. As a result of this transaction, Grupo Proeza, owns 100% of the Company. The financial statements are presented on an historical basis, without any consideration of the “push-down” basis derived from the purchase adjustments recorded by Grupo Proeza as the acquiring entity.

b) Use of Estimates

The preparation of the consolidated financial statements, in accordance with generally accepted principles in the United States of America, requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant items subject to such estimates and assumptions include the useful lives of fixed assets; allowances for doubtful accounts and sales returns; the valuation of derivatives, deferred tax assets, fixed assets, inventory and spare parts, investments and reserves for employee benefit obligations, income tax uncertainties and other contingencies. Actual results could differ from those estimates.

c) Basis of Presentation

The accompanying consolidated financial statements were prepared in accordance with generally accepted accounting principles in United States (U.S. GAAP), and are expressed in U.S. Dollars.

The accounting records of the Mexican companies are kept in Mexican pesos and in accordance with Mexican financial reporting standards (Mexican FRS). Mexican FRS vary in certain significant respects from U.S. GAAP and therefore, the financial statements of the company and its subsidiaries include certain adjustments to present them in accordance with U.S. GAAP and in U.S. Dollars.

d) Basis of Translation

The functional currency of the Company and all its subsidiaries has been defined as the U.S. Dollar in accordance with the SFAS No. 52 Foreign Currency Translation criteria. Therefore, monetary assets and liabilities are translated at the current exchange rate in effect at the end of the fiscal period, non-monetary assets and partners’ capital are remeasured at the historical exchange rate and revenue and expense accounts at the average rates that prevailed during the period, as applicable. Translation adjustments, including those related to income taxes, are recorded as translation gain or loss in the accompanying consolidated statement of income.

F-55

METALSA, S. DE R.L. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

December 31, 2007

(Thousands of US dollars)

e) Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Metalsa, S. de R.L. and its majority owned subsidiaries (collectively, the Company). All significant intercompany balances and transactions have been eliminated in consolidation. The consolidation was made based on the audited financial statements of the issuing companies, which were prepared under U.S. GAAP.

The subsidiaries are the following:	Ownership	Principal activity
Metalsa Roanoke, Inc.	100%	Manufacturing and sale of heavy truck side rails
Metalsa Light Trucks, Inc.	100%	Sequence service center
Grupo Metalsa S. de R.L.	100%	Administrative services
Metalsa Servicios, S. de R.L.	100%	Administrative services

f) Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents include $31,520 of overnight repurchase agreements and certificates of deposit with an initial term of less than three months at December 31, 2007.

g) Inventories

Inventories are stated at the lower of cost or market. Cost is determined using the first in, first out (FIFO) method.

h) Goodwill

Goodwill represents the excess of the acquisition cost over the fair value of net assets of the businesses acquired. Goodwill is reviewed for impairment at least annually in accordance with the provisions of FASB Statement No. 142, Goodwill and Other Intangible Assets (Statement 142). The goodwill impairment test is a two-step test. Under the first step, the fair value of the reporting unit is compared with its carrying value (including goodwill). If the fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exist for the reporting unit and the enterprise must perform step two of the impairment test (measurement). Under step two, an impairment loss is recognized for any excess of the carrying value of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocation the fair value of the reporting unit in a manner similar to a purchase price allocation, in accordance with FASB Statement No. 141, Business Combinations. The residual fair value after the allocation is the implied fair value of the reporting unit goodwill. The fair value of the reporting unit is determined using a discounted cash flow analysis. If the fair value of the reporting unit exceeds its carrying value, step two need not be performed.

During 2007, the Company performed its annual impairment review of goodwill and concluded that there was no impairment for that year.

i) Property, Plant and Equipment

Property, plant and equipment are stated at historical cost. Plant and equipment under capital leases are stated at the present value of minimum lease payments.

F-56

METALSA, S. DE R.L. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

December 31, 2007

(Thousands of US dollars)

Depreciation and amortization is calculated using the straight-line method according to the useful life of the asset determined by the Company’s management as indicated in note 7.

The Company incurs maintenance costs on all its major equipment. Repair and maintenance costs are expensed when incurred.

j) Capitalized Interest

The Company’s policy is to capitalize interest cost incurred on debt during the construction of major projects exceeding one year. No interest was capitalized during the year ended December 31, 2007.

k) Spare Parts

The Company maintains a supply of spare and replacement parts that are critical parts in the operations of plant and equipment. Spare parts are recorded at net realizable value and are expensed when used.

l) Other Non-Current Assets

Other non-current assets are recorded at cost and represent primarily software with defined lives and deferred financing cost. Amortization expense is calculated on the straight-line method over a four year-period, except deferred financing cost which is being amortized under the effective interest method.

External direct costs of materials and services consumed in developing or obtaining internal computer software, and; payroll and payroll-related costs for employees who are directly associated with and who devote time to an internal use computer software project, to the extent of the time spent directly on the project, are capitalized.

m) Derivative Financial Instruments

As required by FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended the Company records all derivatives as either assets or liabilities on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative and the resulting designation. Derivatives used to hedge the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, are considered fair value hedges. Derivatives used to hedge the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges.

For derivatives designated as fair value hedges, changes in the fair value of the derivative and the hedged item related to the hedged risk are recognized in earnings. For derivatives designated as cash flow hedges, the effective portion of changes in the fair value of the derivative is initially recorded in other comprehensive income (outside of earnings) and subsequently reclassified to earnings when the hedged transaction affects earnings, and the ineffective portion of changes in the fair value of the derivative is recognized directly in earnings. The Company assesses the effectiveness of each hedging relationship on an ongoing basis by comparing the changes in fair value or cash flows of the derivative hedging instrument with the changes in fair value or cash flows of the designated hedged item or transaction. For derivatives not designated as hedges, changes in fair value are recognized in earnings. Furthermore, the Company has recorded derivatives as no hedging designations, which are recognized in earnings, since these derivatives do not fulfill all the requirements established by FASB Statement No. 133, even though these derivatives find a logical economic hedge.

F-57

METALSA, S. DE R.L. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

December 31, 2007

(Thousands of US dollars)

The Company discontinues hedge accounting prospectively when it is determined that the derivative is no longer effective in offsetting cash flows or fair value of the hedged item, the derivative expires or is sold, terminated, or exercised, the derivative is designated as a hedging instrument because it is unlikely that a forecasted transaction will occur, or management determines that designation of the derivative as a hedging instrument is no longer appropriate.

In all situations in which hedge accounting is discontinued and the derivative is retained, the Company continues to carry the derivative at its fair value on the consolidated balance sheet and recognizes any subsequent changes in its fair value in earnings. When it is probable that a forecasted transaction will not occur, the Company discontinues hedge accounting and recognizes immediately in earnings gains and losses that were accumulated in other comprehensive income.

n) Pension and Other Post Retirement Benefits and Health Insurance Programs

Metalsa—Roanoke, Inc. in principally self-insured for costs on health and medical claims. During 2007, the Company utilized commercial insurance to cover specific claims in excess of $90. Effective January 1^st, 2008, the commercial insurance covers specific claims in excess of $100.

The Company has a noncontributory defined benefit pension plan covering substantially all of its employees upon their retirement. The benefits are based on age, years of service and the level of compensation.

The Company records annual amounts relating to its pension and postretirement plans based on calculations that incorporate various actuarial and other assumptions including, discount rates, mortality, assumed rates of return, compensation increases, turnover rates and healthcare cost trend rates. The Company reviews its assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends when it is appropriate to do so. The effect of modifications to those assumptions is recorded in accumulated other comprehensive income and amortized to net periodic cost over future periods using the corridor method. The Company believes that the assumptions utilized in recording its obligations under its plans are reasonable based on its experience and market conditions.

The net periodic costs are recognized as employees render the services necessary to earn the postretirement benefits.

Effective December 31, 2007, the Company adopted the recognition and disclosure provisions of FASB Statement No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans (Statement 158). Statement 158 requires companies to recognize the funded status of defined benefit pension and other postretirement plans as a net asset or liability and to recognize changes in that funded status in the year in which the changes occur through other comprehensive income to the extent those changes are not included in the net periodic cost. The funded status reported on the balance sheet as of December 31, 2007 under Statement 158 was measured as the difference between the fair value of plan assets and the benefit obligation on a plan-by-plan basis. The adoption of the recognition provisions of Statement 158 did not impact the Company’s compliance with debt covenants or its cash position.

F-58

METALSA, S. DE R.L. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

December 31, 2007

(Thousands of US dollars)

The incremental effect of applying SFAS 158 on the Company’s financial position as of December 31, 2007 for items not yet recognized as a component of net periodic cost that were directly recognized in accumulated other comprehensive income was as follows:

	Before Application of Statement 158		Adjustments		After Application of Statement 158
Pension and other postretirement benefits	$	7,899	2,229		10,128
Deferred income taxes assets (non-current)		44,935	(624	)	44,311
Total liabilities		310,665	1,605		312,270
Total stockholders’ equity	$	363,499	3,210		366,709

The recognition provisions of Statement 158 had no effect on the statement of income for the period presented. The Company will adopt the measurement date provisions of Statement 158 during fiscal year 2008 which will require the Company to change its measurement date for plan assets and benefit obligations to December 31.

o) Deferred Credit

The deferred credit resulted from the acquisition in 2003 of future tax benefits. The Company accounts for this transaction in accordance with EITF 98-11 Accounting for Acquired Temporary Differences in Certain Purchase Transactions that are not accounted for a Business Combinations, which requires that the difference between the amount paid and the future tax benefit be amortized to income tax expense in proportion to the realization of the tax benefits that give rise to the deferred credit.

p) Income Tax (IT), Tax on Assets (TA) and Employees’ Statutory Profit Sharing (ESPS)

IT and ESPS payable for the year are determined in conformity with tax regulations in force.

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and asset tax and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Deferred ESPS is recognized only for timing differences arising from the reconciliation of book income to income for profit sharing purposes, on which it may be reasonably estimated that a future liability or benefit will arise and there is no indication that the liabilities or benefits will not materialize.

Because the Company uses the US dollar as the functional currency for its Mexican operations, no deferred IT and ESPS are provided for the difference between the foreign currency equivalent of the US dollar cost and the indexed tax basis of the non monetary assets and liabilities.

Beginning with the adoption of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48) as of January 1, 2007, the Company recognizes the effect of income tax positions only if those positions

F-59

METALSA, S. DE R.L. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

December 31, 2007

(Thousands of US dollars)

are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Prior to the adoption of FIN 48, the Company recognized the effect of income tax positions only if such positions were probable of being sustained.

The Company records interest related to unrecognized tax benefits in interest expense and penalties in selling, general, and administrative expenses.

q) Contributed Capital and Additional Paid-in Capital

Contributed capital and additional paid-in capital were converted at the historical exchange rate at the date of the contributions if made in Mexican pesos or at the U.S. dollar value if the contributions were made in dollars.

r) Revenue Recognition

The Company recognizes revenues when the risks of ownership and the title is transferred to the customer, which is usually when the products are delivered and persuasive evidence of an arrangement exists, the price is fixed or determinable and collectibility is reasonably assured. The Company records the necessary provisions to recognize sales commissions, refunds and discounts at the time the related income is recognized, which are deducted from sales or recognized as sales expense, as determined by the circumstances. Revenues from tools and dies projects are recognized as described in note 2w. The Company records the necessary reserves for losses in the recovery of accounts receivable based on management analysis and estimates.

Accounts receivable are recorded at the invoiced amount and do not bear interest. Amounts collected on accounts receivable are included in net cash provided by operating activities in the consolidated statements of cash flows. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management considers historical losses, current receivable aging, and existing industry and national economic data. The Company’s customers in the automotive industry are affected by decreased corporate and consumer spending. The Company reviews its allowance for doubtful accounts monthly. All past due balances are reviewed individually for collectibility. All other balances are reviewed on a pooled basis by industry. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off balance sheet credit exposure related to its customers.

s) Business and Credit Concentration

The Company made net sales to four clients that represent approximately 84% of total net sales during 2007. These customer accounts receivable balances represent approximately 69% as of December 31, 2007 of total accounts receivable. The Company records the necessary reserves for losses in the recovery of accounts receivable based on management analysis and estimates.

Certain customers currently purchase all of the steel used by the Company for their models directly from steel producers. As a result, the Company has minimal exposure to changes in steel prices for parts supplied to these clients, which collectively represented 39% of the Company’s purchases in 2007. The balance amounts of $69,553 in 2007 is recorded as part of the accounts payable.

F-60

METALSA, S. DE R.L. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

December 31, 2007

(Thousands of US dollars)

Since 2005, there has been significant distress in the automotive industry, brought on by continued competitive pressures, commodity price increases and relatively weak automotive production in North America, particularly with three of the most important customers of the Company, who have highly leveraged capital structures, among other factors. Sustained decline in overall industry production volumes could have an adverse effect on sales and profitability, if the Company is unable to further diversify its customer base or renegotiate payment terms. Currently, the Company has experienced modest price impacts but still has sales volumes sales levels similar to prior year.

t) Contingencies

Significant obligations or losses related to contingencies are recognized when it is likely that their effects will materialize and there are reasonable elements for their estimation. If these reasonable elements do not exist, qualitative disclosure about such contingencies is included in the notes to the consolidated financial statements. Contingent income, earnings or assets are recognized when there is almost absolute certainty of their realization.

u) Long-Lived Assets

In accordance with FASB Statement No. 144 (Statement 144), Accounting for the Impairment or Disposal of Long-Lived Assets, long-lived assets, such as property, plant, and equipment, and purchased intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by an asset to the carrying value of the asset. If the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary.

v) Product Warranties

The Company generally warrants its products against certain manufacturing and other defects in material and workmanship. These product warranties are provided for specific periods of time and are applicable assuming the product has not been subjected to misuse, improper installation, and negligence or shipping damage. As of December 31, 2007, the Company had no accrual for estimated product warranty claims and there was no warranty claims expense for that year.

w) Preproduction Costs

The Company follows the provisions of Emerging Issues Task Force (EITF) Issue No. 99-5, “Accounting for Pre-production Costs Related to Long-Term Supply Arrangements,” that requires all pre-production tooling costs incurred for tools that the Company will not own to be expensed as incurred, unless the supply agreement provides the supplier with the non-cancellable right to use the tools or the reimbursement costs are contractually guaranteed by the customer. At December 31, 2007, $23,588 was included in inventories as reimbursable costs.

Revenues associated with long-term construction-type contracts entered into with customers are recognized over the term of the contracts. Earnings are recognized when collection is assured. If during the project, the Company estimates a loss by comparing the incurred cost and the cost to be incurred with the total contract value, the excess is recognized in the results of the period immediately. For the year ending December 31, 2007, net sales include $41,850 of project tooling and dies income.

F-61

METALSA, S. DE R.L. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

December 31, 2007

(Thousands of US dollars)

x) Reclassifications

Certain prior year amounts have been reclassified where necessary to conform to the current year presentation.

y) Recently Adopted Accounting Standards

Effective December 31, 2007, the Company adopted the recognition and disclosure provisions of FASB Statement No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans (Statement 158) (refer to Note 14 for information regarding the impact of adopting the recognition provisions of Statement 158).

The Company has not yet adopted the measurement date provisions which are not effective until fiscal year 2008. The Company does not anticipate a material effect on its financial statements as a result of adoption of the measurement date provisions of Statement 158.

Effective January 1, 2007, the Company adopted provisions of FIN 48. FIN 48 addresses the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a threshold of more-likely-than-not for recognition and derecognition of tax positions taken or expected to be taken in a tax return. FIN 48 also provides related guidance on measurement, classification, interest and penalties, and disclosure. See note 16 for the impact of adopting FIN 48 on the Company’s results of operations and financial position.

(2) Derivative Financial Instruments and Hedge Activities

For derivatives used as a hedge of a risk exposure the Company, at the inception of the hedge, establishes a formal documentation of the hedging relationship and the risk management objective and strategy for undertaking the hedge, including identification of the hedging instrument, the hedged item, the nature of the risk being hedged and how the hedge effectiveness will be assessed.

Derivatives designated as hedge

The Company’s objective in using derivatives is to add stability to interest expense and to manage its exposure to both interest and currency rate movements or other identified risks. To accomplish this objective, the Company primarily uses Cross Currency Swap as part of its fair value hedging strategy. Following are the details of this strategy:

Fair Value Hedge—The Company has recognized in liabilities a credit issued by Banamex in May 2006 which expires in May 2011. The principal is 500 million Mexican pesos and the Company’s commitment is to pay a fixed-rate (8%) for the first two years and a variable-rate (TIIE) for the last 3 years.

Since its functional currency is the U.S. dollar, the Company decided to use a cross currency swap in order to hedge its interest and currency rates risk exposure. This derivative was designated as a fair value hedge and involves the receipt of fixed-rate payments in Mexican pesos for the first two years of the term and variable-rate (TIIE) payments in Mexican pesos for the reminder of them in exchange for variable-rate (LIBOR) payments in dollars over the life of the agreement (5 years).

F-62

METALSA, S. DE R.L. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

December 31, 2007

(Thousands of US dollars)

As of December 31, 2007, the fair value of this cross currency swap was $1,369 which is included within current assets. Following are the details of the derivative:

	Notional	Basis Conditions	Fair market value
Counterparty			2007
Banamex	500 million Mexican pesos	Metalsa receives Libor over 500 million Mexican Pesos and pays fixed rate at 5.32% over $44.7 million USD.	$	1,369

Changes in fair market value were recognized as part of loss from valuation and liquidation of derivate financial instruments. The primary position effects amounted to $(198) in 2007 and are recognized as a part of long-term debt and bank loans (see note 9).

Derivatives without Hedging designation

Interest Rate Swaps

The Company has recognized in its balance sheet two Interest Rate Swaps that involve the receipt of variable-rate (LIBOR) payments in exchange for fixed-rate payments over the life of the agreement without exchange of the underlying principal amount. Following are the details of these swaps:

	Notional	Basis Conditions	Fair market value
Counterparty			2007
Banamex	80.0 and 20.0 million Mexican pesos	Metalsa receives a Libor reference rate and pays a fixed rate of 4.055% and 2.4975% respectively.	$	448

The total fair value is a gain of $448 and is included within current assets. During the year a gain of $1,751 was reclassified from other comprehensive income to current year earnings as a result of the liquidation of certain instruments that qualified for hedge accounting. In addition a loss of $3,372 was recognized from valuation and liquidation of derivative financial instruments that do not qualify for hedge accounting.

FX Options

The Company recognized during 2007 a loss of $218 related to an options portfolio that involves short call and long put positions associated with zero cost collar strategies. Following are the details for this portfolio:

Derivative	Counterparty	Strike price	Notional USD		Main Conditions	Fair value USD
Short Call	Banamex	11.32	$	48,000	Commitment to sale dollars at 11.32	$	(742	)
Long Put	Banamex	11.32		24,000	Right to sale dollars at 11.32		524

F-63

METALSA, S. DE R.L. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

December 31, 2007

(Thousands of US dollars)

(3) Related Parties

At December 31, 2007 balances and transactions with related parties are as follows:

(a) Due from

Ogihara Proeza México, S. de R.L. de C.V. (Ogihara)	$	650
NovoCast, S.A. de C.V. (NovoCast)		520
Teknik, S.A. de C.V. (Teknik)		194
Proeza, S.A. de C.V.		132
Others		54
Total short-term (note 4)		1,550
Grupo Proeza, S.A. de C.V.		120,000
	$	121,550

$500 due from Ogihara will be recovered on December 2008. This loan bears interest at LIBOR plus 2.5%. Additionally, $150 of anticipated payments is related with tooling manufacturing.

NovoCast and Teknik accounts receivables are related to scrap sales.

The amount due from Grupo Proeza is related to a loan granted for use in the transactions described in note 1, and amounted to $120 million. This loan bears interest at an ordinary rate of 5.75% to be recovered at the termination of the loan.

(b) Due to

Grupo Proeza, S.A. de C.V. (Grupo Proeza)	$	1,991
Ogihara Proeza México, S. de R.L. de C.V. (Ogihara)		—
Tower Automotive, Inc. (Tower Automotive)		—
Proeza, S.A. de C.V. (Proeza)		—
Others		17
	$	2,008

The balance due to Ogihara is related to tooling manufacturing. The balances with Grupo Proeza and Tower Automotive (former parent company, see note 1) are related to the services and technical assistance mentioned below.

(c) Related Party Transactions

The transactions carried out during the year ended December 31, 2007, with related parties are as follows:

Sales	$	8,442
Purchases	$	5,259
Service and technical assistance	$	30,207
Loans granted	$	120,000

F-64

METALSA, S. DE R.L. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

December 31, 2007

(Thousands of US dollars)

The Company has a contract with its parent companies Grupo Proeza and Tower, (former parent company, see note 1) whereby it agrees to pay for administrative services and technical assistance provided, respectively. The amount to be paid for these services is determined based on a percentage of sales (3.6% for Grupo Proeza and 1.5% for Tower) and amounted to $30,207 in 2007.

The Company agreed with Tower Automotive and Grupo Proeza to pay amounts due under these contracts since 2001 and the following six years on a monthly basis. The amount being paid on a monthly basis to Tower Automotive is approximately $58 and to Grupo Proeza is $112.

During 2007 Metalsa Roanoke (a subsidiary) was charged a management fee of $1.0 million, due to Grupo Proeza. At December 31, 2007, $7 has been recorded under this arrangement.

(4) Accounts Receivable

At December 31, 2007, accounts receivable are as follows:

Trade	$	90,869
Advances for taxes and other accounts receivable		10,713
Related parties (note 3)		1,550
		103,132
Less allowance for doubtful accounts		(21	)
	$	103,111

A summary of the changes in the allowance for doubtful accounts for the year ended December 31, 2007, is as follows:

Description	Balance at beginning of year	Charge to expense	Write-offs		Balance at end of year
Year ended:
December 31, 2007	168	5	(152	)	21

(5) Inventories

At December 31, 2007 inventories consist of:

Raw material	$	17,741
Work-in-process		11,015
Finished goods		12,265
Tools and dies projects		23,588
Materials in transit		5,547
Advances to suppliers		317
		70,473
Allowance for obsolescence and slow moving		(721	)
	$	69,752

F-65

METALSA, S. DE R.L. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

December 31, 2007

(Thousands of US dollars)

(6) Prepaid Expenses

At December 31, 2007, prepaid expenses are as follows:

Prepaid insurance	$	1,298
Brokers fees prepaid		397
Other		449
	$	2,144

(7) Property, Plant and Equipment

At December 31, 2007, the investment in property, plant and equipment is as follows:

				Estimated useful life
Land	$	1,339		—
Building		106,248		28 years
Plant and equipment		424,267		18 years
Transportation equipment		792		4 years
Furniture and fixtures		12,719		10 years
Computer equipment		9,629		3 years
Tools and dies		4,423		9 years
Construction in progress		29,236		—
		588,653
Less accumulated depreciation		(260,647	)
	$	328,006

Property, plant and equipment include capitalized interest of $3,028 net of accumulated depreciation. No interest was capitalized during the year ended December 31, 2007.

As of December 31, 2007, the Company estimates an additional investment of $94.7 million related with construction in progress; this will be concluded and capitalized at the end of 2008.

The Company has written-off assets for $1,754, for 2007, net of the related accumulated depreciation as these assets are no longer in use and have no residual value.

(8) Other Non-Current Assets, net

At December 31, 2007, other non-current assets are as follows:

Software	$	14,717
Others		299
		15,016
Less accumulated amortization		(9,834	)
	$	5,182

F-66

METALSA, S. DE R.L. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

December 31, 2007

(Thousands of US dollars)

For the year ended December 31, 2007, interest expense includes $882, of related amortization expense and $813 of deferred financing costs written off as a result of refinancing the related debt.

(9) Long-Term Debt and Bank Loans

At December 31, 2007, long-term debt is as follows:

a)      Syndicated credit contract amounting to $155 million, five-year amortizing facility beginning in July 2008.	$	115,000
b)      Credit amounting to 500 million pesos, four years amortizing facility beginning November 2008.		45,844
c)      Loan agreement for EUR 4.9 million, bearing interest at LIBOR plus applicable margin, seven year amortizing starting in 2004.		2,796
Total long-term debt		163,640
Less current installments of long-term debt		(3,101	)
Long-term debt, excluding current installments	$	160,539

In 2005, the Company and Metalsa Roanoke entered into a syndicated credit contract for $180 million. The syndicated credit contract has been amended to be 100% revolving. As of December 31, 2007, the Company has a balance of $115 million used ($5 million are used by Metalsa Roanoke), and $40 million available.

The loan has a 36-month grace period, then semi-annual amortizations as follows: 10% in months 36 and 42; 20% in month 48 and 30% in month 54 and 60.

The syndicated credit contract bears interest at a rate equal to LIBOR plus a margin (between 60 and 100 basis points) according to the leveraged level. At the end of 2007 the applicable rate was LIBOR plus 60 basis points. At December 31, 2007 the interest rate for this loan amount 5.82%.

In 2006 the Company obtained a Loan facility for 500 million pesos. Additionally, the Company entered into a cross currency swap contract in order to fix the obligation at $44.7 million U.S. dollar. Also this debt includes a fair value valuation of $366 related to the cross currency swap as describe in note 2. The interest rate after the swap effect on this loan is LIBOR plus 30 basis points for the first two years and LIBOR plus 50 basis points thereafter. The credit is a four-year amortizing facility to be paid on a quarterly basis through November 2008 at 5% in the first two amortizations and 10% thereafter. At December 31, 2007 the interest rate for this loan amount 5.33%.

The notes payable to the bank and the long-term debt contracts described in this note establish certain restrictive covenants, the most significant of which refer to limitations on dividend payments, investments and contractual debt. As of December 31, 2007, the Company was in compliance with the covenants or has obtained necessary waivers.

The maturities of long-term debt are as follows:

Years ending December 31:
2009	$	33,913
2010		117,215
2011		9,411
	$	160,539

F-67

METALSA, S. DE R.L. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

December 31, 2007

(Thousands of US dollars)

The company has contracted several lines of credit for approximately $45 million. As of December 31, 2007, the Company has not used these lines of credit.

(10) Leases

The Company is obligated under capital leases covering machinery and equipment that expire in 2009. The Company also has several non-cancelable operating leases, primarily for machinery and equipment that expire over the next two years. These leases generally contain renewal options for periods ranging from three to five years and require the Company to pay all executory costs such as maintenance and insurance. Rent expense under operating leases during 2007 approximated $109.

Future minimum lease payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) and future minimum capital lease payments as of December 31, 2007 are:

	Capital leases			Operating leases
Year ending December 31:
2008	$	110		37
2009		9		7
Total minimum lease payments		119		44
Less estimated executory costs		(7	)
Net minimum lease payments		112
Less: amount representing interest (at the rate of 4%)		(2	)
Present value of net minimum capital lease payments		110
Less current portion of obligations under capital leases		(89	)
Obligations under capital leases, excluding current portion	$	21

(11) Accounts Payable and Accrued Liabilities

At December 31, 2007, liabilities and accruals are as follows:

Trade	$	69,553
Accounts payable and accrued liabilities		15,137
Related parties (note 3)		2,008
Interest payable		541
	$	87,239

The accounts payable and accrued liabilities are as follows:

Accrued liabilities	$	8,227
Taxes payable and employee’s statutory profit sharing		1,454
Advanced payments from clients		1,342
Vacations payables		1,324
Other current liabilities		2,790
	$	15,137

F-68

METALSA, S. DE R.L. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

December 31, 2007

(Thousands of US dollars)

Accrued liabilities are as follows:

	Freight			Salaries		Other		Total
Balance as of December 31, 2006	$	701		9,119		1,014		10,834
Increases		2,430		7,056		411		9,897
Payments		(2,761	)	(9,120	)	(623	)	(12,504	)
Balance as of December 31, 2007	$	370		7,055		802		8,227

The Company made purchases of raw material from three suppliers that represented 49% of its total purchases made during 2007. The balance of the accounts payable to these suppliers as of December 31, 2007 represents 16% of total accounts payable, respectively.

Other accruals include provisions related to utilities expenses and other minor expenses primarily.

(12) Deferred Credit

At December 31, 2007 the deferred credit balance is as follows:

Deferred credit	$	35,614
Transaction loss		(520	)
Less accumulated amortization		(35,094	)
	$	—

In 2003, through a subsidiary, the Company paid $6,200 for an entity whose primary asset was $42,752 of tax loss carryforwards. The difference between the purchase price and the fair value was recorded as a deferred credit, as required by EITF 98-11 Accounting for Acquired Temporary Differences in Certain Purchase Transactions That Are Not Accounted for as Business Combinations.

(13) Other Long-Term Liabilities

Other long-term liabilities represent deferred current tax from years ended 2000, 2001 and 2002 as a result of the use of the lower preference tax rate instead of the enacted tax rate. This amount will be payable to the tax authorities when the Company pays dividends out of taxable earnings. As of December 31, 2007 the Company had not paid any dividends.

(14) Pension and other postretirement benefits

The Company has a noncontributory defined benefit pension plan covering substantially all of its employees upon their retirement. The benefits are based on age, years of service and the level of compensation during the five years before retirement. The Company makes annual contributions to the plan equal to the maximum amount that can be deducted for income tax purposes.

In addition to the Company’s defined benefit pension plan, the Company sponsors a defined benefit health care plan that provides postretirement medical benefits to full-time employees who meet minimum age and

F-69

METALSA, S. DE R.L. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

December 31, 2007

(Thousands of US dollars)

service requirements. The plan is contributory with retiree contributions adjusted annually, and contains other cost-sharing features such as deductibles and coinsurance. The accounting for the plan anticipates future cost-sharing changes to the written plan that are consistent with the Company’s expressed intent to increase the retiree contribution rate annually for the expected general inflation rate for that year. The Company’s policy is to fund the cost of medical benefits in amounts determined at the discretion of management.

As discussed in note 1n, effective December 31, 2007, the Company adopted the recognition and disclosure provisions of Statement 158. Statement 158 requires companies to recognize the funded status of defined benefit pension and other postretirement plans as a net asset or liability on its balance sheet.

Actuarial gains and losses are generally amortized subject to the corridor, over the average remaining service life of the Company’s active employees.

The Company uses a January 1 measurement date.

The following table sets forth the plan’s benefit obligations, fair value of plan assets, and funded status at December 31, 2007:

	Pension benefits			Termination benefits
Benefit obligation and funded status at December 31, 2007	$	(5,549	)	(4,579	)
Unrecognized items		—		—
Additional minimum liability		—		—
Funded status at December 31, 2007	$	(5,549	)	(4,579	)
Amounts recognized in the balance sheet consist of:
Non-current assets	$	—		—
Current liabilities		(464	)	(972	)
Non-current liabilities		(5,085	)	(3,607	)
Accumulated other comprehensive income		2,229		—
Net amount recognized	$	(3,320	)	(4,579	)

Amounts recognized in accumulated other comprehensive income consist of:

	Pension benefits			Termination benefits
Net actuarial gain (loss)	$	(51	)	—
Prior service credits (costs)		(2,178	)	—
	$	(2,229	)	—

F-70

METALSA, S. DE R.L. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

December 31, 2007

(Thousands of US dollars)

The accumulated benefit obligation for the pension plan was $8,408 at December 31, 2007. Net periodic benefit cost recognized in 2007 was:

	Pension benefits		Termination benefits
Net periodic benefit cost recognized	$	902	2,994

Other changes in plan assets and benefit obligations recognized in accumulated other comprehensive income in 2007 are as follows:

	Pension benefits			Termination benefits
Adjustment to minimum liability	$	(1,979	)	—
Intangible assets		—		—
Net (loss)		(51	)	—
Prior services (cost) credit		(2,178	)	—
Elimination of minimum liability		1,979		—
Total recognized in accumulated other comprehensive income	$	(2,229	)	—
Total recognized in net periodic benefit cost and accumulated other comprehensive income	$	(1,327	)	2,994

The net loss and prior service cost for the defined benefit pension plan that will be amortized from accumulated other comprehensive income into net periodic benefit cost over the next fiscal year are $144 and $0, respectively.

Weighted average assumptions used to determine benefit obligations for 2007 were as follows:

	Pension benefits		Termination benefits
Discount rate	8.5	%	8.5	%
Rate of comprehensive increase	4.5	%	4.5	%

Weighted average assumptions used to determine net benefit cost for 2007 were as follows:

	Pension benefits		Termination benefits
Discount rate	9.0	%	9.0	%
Rate compensation increase	4.5	%	4.5	%

The following table summarizes benefit costs, employer contributions, plan participants’ contributions and benefits paid during 2007:

	Pension benefits		Termination benefits
Benefit cost	$	902	935
Benefits paid		232	1,664

F-71

METALSA, S. DE R.L. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

December 31, 2007

(Thousands of US dollars)

The benefits expected to be paid from the pension plan in each year from 2008 to 2012 are $345, $359, $260, $383, and $398, respectively. The aggregate benefits expected to be paid in the five years from 2013-2017 are $2,044. The expected benefits are based on the same assumptions used to measure the Company’s benefit obligation at December 31 and include estimated future employee service.

The benefits expected to be paid from the termination benefits plan in each year 2008-2012 are $1,091, $973, $880, $798, and $662, respectively. The aggregate benefits expected to be paid in the five years from 2013-2017 are $2,949. The expected benefits are based on the same assumptions used to measure the company’s benefit obligation at September 30 and include estimated future employee service.

(15) Partners’ Capital

The characteristics of partners’ capital are as follows:

(a) Partnership Interests

• Partnership interests represent the capital of the Company, each one representing the value of the contribution made by the respective partner. Each partner has one voting rights for each Mexican peso of contributed capital;

• Partnership interests can be divided into up to four series. As of December 31, 2007 only one series of partnership interests is in use. Series A must be owned by individuals or groups of partners that have an affiliate, parent, or subsidiary relationship and are of Mexican nationality, and whose by-laws have the direct and indirect exclusion clause for foreign national residents regardless of whether they are a Company or individual or whether they reside in Mexico as legal residents, or live abroad. Series B can be subscribed to any person or legal entity;

• The partnership interests of the Company amount to $12,718 including both Series A and B;

• The partners have the first right of refusal to subscribe new interests of each series in the proportion held by them at the moment at which a capital increase has been approved.

(c) Retained Earnings

The principal restrictions to retained earnings are:

• The Company is required to maintain a legal reserve as defined in the Mexican Business Law. At December 31, 2007, the legal reserve is $271.

• Earnings distributed as dividends in excess of accumulated tax earnings will be subject to payment of income taxes in accordance with the Mexican Income Tax Law. At December 31, 2007, no deferred income tax has been recognized over this excess because it is expected that dividends will be paid free of taxes.

(16) Income Tax (IT), Flat Rate Business Tax (IETU), Tax on Assets (TA), Employees’ Statutory Profit Sharing (ESPS) and Deferred Taxes

The income tax law in Mexico provides that companies must pay either IT or TA depending on which amount is greater with respect to their Mexican operations. Both taxes recognize the effects of inflation. ESPS is calculated on a similar basis as IT without recognizing the effects of inflation.

F-72

METALSA, S. DE R.L. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

December 31, 2007

(Thousands of US dollars)

On October 1, 2007 new laws were published, a number of tax laws were revised, and additionally a presidential decree was issued on November 5, 2007, which will come into effect on January 1, 2008. The most important changes are: (i) derogation of the Asset Tax Law and (ii) the introduction of a new tax (Flat Rate Business Tax or IETU) which is based on cash flows and limits certain deductions; additionally, certain tax credits are granted mainly with respect to inventories, salaries taxed for IT purposes and social security contributions, tax losses arising from accelerated deductions, recoverable asset tax, and deductions related to investments in fixed assets, deferred charges and expenses. The IETU rate is 16.5% for 2008, 17% for 2009 and 17.5% for 2010 and thereafter.

Accordingly, beginning in 2008, companies will be required to pay the greater of IETU or IT. If, IETU results, the payment will be considered final, not subject to recovery in subsequent years (with certain exceptions).

Pre tax book income for the Mexican operations and its foreign subsidiaries for the years ended December 31, 2007, were as follows:

Mexican Operations	$	68,928
Foreign Operations		(3,063	)
	$	65,865

Because the Company and its subsidiaries file their income tax returns separately, the income tax expense represents the combined tax expense of the Company and its subsidiaries. Income tax expense for the year ended December 31, 2007, is summarized as follows:

Current Mexican taxes	$	—
Current US Federal and state taxes		(1,389	)
Deferred Mexican taxes		19,189
Deferred US Federal and state taxes		294
Amortization of deferred credit		(4,175	)
	$	13,919

Income tax expense attributable to income from continuing operations before IT differed from the amounts computed by applying the Mexican rate of 28% is presented below:

Computed expected tax expense	$	18,442
Non-deductible expenses		25
Excess of income tax rate of foreign subsidiary		(340	)
Excess of depreciation expense due to exchange rate for which there is no tax benefit		249
Amortization of deferred credit related to acquired loss carryforwards		(4,175	)
Effects of inflation and others, net		(2,143	)
Non-deductible amount for accelerated depreciation		1,958
Technological tax benefit		(419	)
Change evaluation allowance		322
Actual income tax expense	$	13,919

F-73

METALSA, S. DE R.L. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

December 31, 2007

(Thousands of US dollars)

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities, as of December 31, 2007, for Mexican operations are presented below:

Deferred tax assets:
Allowance for doubtful accounts	$	5
ESPS to be deducted		677
Tax on assets recoverable		1,151
Liability accruals		5,333
Tax loss carryforwards		2,805
Total gross tax assets		9,971
Less valuation allowance		(1,151	)
Total deferred tax assets		8,820
Deferred tax liabilities:
Inventories		(3,843	)
Tools and dies projects		(6,549	)
Property, plant, equipment and intangible assets		(27,389	)
Derivative financial instruments		(448	)
Total deferred tax liabilities		(38,229	)
Deferred tax liability, net	$	(29,409	)

The rollforward for the net deferred IT asset for the year ended December 31, 2007 for the Mexican operations is presented below:

Initial balance of deferred income tax	$	(11,740	)
Deferred IT of other comprehensive income		1,320
Deferred IT expense		(19,189	)
Transaction loss		200
Ending balance	$	(29,409	)

F-74

METALSA, S. DE R.L. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

December 31, 2007

(Thousands of US dollars)

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities, as of December 31, 2007 for the foreign subsidiary operations, are presented below:

Deferred tax assets:
Allowance for doubtful accounts	$	1
AMT credit carryforward		152
Allowance for slow-moving of inventory and excess of tax inventory value over book value		190
Other		872
Total deferred tax assets		1,215
Deferred tax liabilities:
Property, plant and equipment		(12,161	)
Goodwill		(3,842	)
Other		(114	)
Total deferred tax liabilities		(16,117	)
Total deferred income tax liabilities, net	$	(14,902	)

The rollforward for the net deferred IT liability for the year ended December 31, 2007 for the foreign subsidiary is presented below:

Initial balance of deferred income tax	$	(14,608)
Deferred IT expense		(294)
Ending balance	$	(14,902	)

At December 31, 2007, the company wrote-off the balance of deferred ESPS due to the transfer of employees from Metalsa, S. de R.L. to Grupo Metalsa, S. de R.L. a subsidiary of Metalsa. The effect of the write-off was included as part of selling, general and administrative expenses.

The rollforward for the net deferred ESPS liability for the year ended December 31, 2007 is presented below:

	ESPS
Initial balance of ESPS liability	$	(5,223	)
Deferred ESPS benefit		4,958
Deferred ESPS on derivative financial instruments in partners’ capital		252
Transaction gain		13
Ending balance	$	—

Net operating loss for the year ended December 31, 2007 was approximately $8,971. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that the Company will realize the benefits of these deductible differences and tax carryforwards. The amount of the deferred tax asset considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carryforward period are reduced.

F-75

METALSA, S. DE R.L. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

December 31, 2007

(Thousands of US dollars)

In assessing the realization of deferred tax on assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible or tax carryforwards are utilizable. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment.

At December 2007, TA recoverable and tax loss carryforwards for the Mexican subsidiaries amounted to and will expire as follows:

Year	Tax on assets		Tax loss carryforwards
2011	$	—	1,046
2015		383	—
2016		446	—
2017		322	8,971
	$	1,151	10,017

The Company has not recognized a deferred tax liability of approximately $7,181 for the undistributed earnings of its foreign operations that arose in 2007 and prior years because the Company currently does not expect those unremitted earnings to reverse and become taxable to the Company in the foreseeable future. A deferred tax liability will be recognized when the Company is no longer able to demonstrate that it plans to permanently reinvest undistributed earnings. As of December 31, 2007 the undistributed earnings of these subsidiaries were approximately $25,648.

Since the Mexican peso could potentially decline in value relative to the U.S. dollar, a translation loss could be realized for the deferred tax assets denominated in Mexican pesos. Alternatively, translation gain could potentially be realized in future periods in the event of an increase in the value of the Mexican peso.

The Company adopted the interpretation of FASB Interpretation No. 48 (FIN 48) effective January 1, 2007. FIN 48 requires entities to analyze all positions taken and recognize its benefit only if it is “more-likely-than-not” to be sustained based only on its technical merits as of the reporting date. If a tax position does not meet the more-likely-than-not threshold, no benefits of the position are to be recognized. In subsequent periods, the more-likely-than-not threshold must continue to be met to support continued recognition of a benefit.

FIN 48 requires that each position be analyzed considering that the authority will examine each position and will have full access and knowledge of all information and the Company has adopted this principle as part of the implementation process.

The cumulative effect of applying the new requirements of FIN 48 are reflected as adjustments to the company’s retained earnings and reported as a change in accounting principle. In further periods, any unrecognized benefit will be recorded to the income statement.

As of January 1, 2007, the Company did not have any positions to be recorded under the FIN 48 requirements. There are no unrecognized benefits to be disclosed, provided that under the rules established by the interpretation all positions taken by the Company surpass the confidence level required by the interpretation.

F-76

METALSA, S. DE R.L. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

December 31, 2007

(Thousands of US dollars)

During 2007, the Company followed procedures for analyzing all tax positions taken before 2007 and during 2007 to confirm whether they still meet the threshold imposed by the regulation. As a result of this management analysis, no position taken during 2007 needs to be disclosed as a unrecognized benefit.

The Company files income tax returns in Mexico and the United States and is subject to examination by taxing authorities in these jurisdictions, the years open for review are:

Jurisdiction	Years open for review
Mexico	2002 - 2007
United States of America	2004 - 2007

The Company’s policy, in the event of interest and penalties arising from unrecognized benefits derived from uncertain tax positions, will be to classify them as interest expense and penalties in selling, general and administrative expenses.

(17) Employee Benefit Plan

(a) Savings Plan

The Company has a 401(k) investment plan (the Plan) for the benefit of its employees. Employees who have attained age 18 or older are eligible to participate in the Plan in the month following their first 60 days of service. Under the Plan, employees may elect to have up to 100% of their salary, subject to Internal Revenue Service limitations, withheld on a pretax basis. The Company matches 100% of employees’ contributions up to 3% of their compensation, and then matches 50% of employees’ contributions up to an additional 2% of their compensation. The Company made matching contributions of $413 for the year ended December 31, 2007.

As an additional incentive, the Company established a deferred profit sharing component as a part of the 401(k) Plan. The deferred profit sharing contribution is a discretionary contribution based on the Parent Company reaching 75% of the target operating income as defined by the Board of Directors. Employees receive a percentage of their wages including bonuses and are 100% vested after three years of service. If the target operating income of the Parent Company is below 75%, there is no profit sharing in the plan year. For the year ended December 31, 2007 the Company made profit sharing contributions of $607.

(b) Self-Insured Medical Plan

Effective January 1, 2005, the Company began sponsoring a self-funded health care plan for all employees. The Company makes monthly contributions to the plan to be used to pay claims which are processed by a third-party administrator. To limit its liability, the Company has purchased aggregate and specific stop loss excess risk insurance. The aggregate stop loss limit is calculated based on a percentage of annual estimated claims expense. The aggregate limits as of December 31, 2007 cover total paid claims in excess of 125% of the expected liability and the specific stop loss insurance covers the amount of claims paid with respect to a single individual in excess of $90. At December 31, 2007 the Company had provided an accrual of $183, for claims incurred but not paid based on management’s estimate of the self-insured liability. For the year ended December 31, 2007 the Company incurred claims, premium expenses, and administration fees related to this plan totaling $1,972.

F-77

METALSA, S. DE R.L. AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

December 31, 2007

(Thousands of US dollars)

(18) Reconciliation of Net Earnings to Net Cash Provided by Operating Activities

The reconciliation of net earnings to net cash provided by operating activities for the year ended December 31, 2007 is as follows:

Consolidated net income	$	51,946
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		42,331
Write-off of property, plant and equipment		1,754
Bad debt expense		5
Amortization and write-off of deferred financing costs		813
Deferred ESPS		(5,570	)
Inventory reserve		380
Amortization of deferred credit		(4,175	)
Deferred income tax		19,483
Accrual for post retirement plans and pension		2,214
Derivative financial instruments		729
Translation (gain) loss		(574	)
Change in operating assets and liabilities:
Derivative financial instruments		1,416
Accounts receivable		(3,176	)
Inventories		(7,343	)
Prepaid expenses		734
Accounts payable and accrued liabilities		(21,534	)
Other long-term liabilities		(146	)
Net cash provided by operating activities	$	79,287

(19) Contingencies and Commitments

The Company has the following contingencies and commitments:

(a) There is an agreement with a related party to solicit bids for the supply of certain parts and accessories required by the Company. This agreement establishes that if the Company is required to purchase Japanese origin parts and accessories, they will be purchased from this related party, if the costs are similar to those available from a third party.

(b) In accordance with the tax law in force, the tax authorities have the right to review up to the five tax periods prior to the last income tax return filed.

(c) According to the Income Tax Law in Mexico, companies carrying out operations with related parties, residing in the country or abroad, are subject to tax limitations and obligations, regarding the determination of agreed-upon prices, since they must be equivalent to those that would be used with or between independent parties in comparable operations.

In case the tax authorities review the prices and reject the determined amounts, they could demand, besides collection of corresponding tax and other assessments (interest and late charges), fines over the assessed deficiency, which could reach up to 100% of the calculated amount of the deficient contributions.

F-78

            Shares

Tower International, Inc.

Common Stock

PROSPECTUS

Goldman, Sachs & Co.

Citi

                    , 2010

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13: Other Expenses of Issuance and Distribution

The following table sets forth the expenses (other than the underwriting discount and commissions) expected to be incurred by the registrant while issuing and distributing the securities registered pursuant to this Registration Statement. All amounts (other than the SEC registration fee, FINRA filing fee and              listing fee) are estimates.

Registration fee	$	7,130
FINRA filing fee		10,500
listing fee		*
Legal fees and expenses		*
Accounting fees and expenses		*
Printing and engraving		*
Transfer agent fees		*
Blue Sky fees and expenses		*
Miscellaneous		*
Total	$	*

* To be completed by amendment.

Item 14: Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law permits indemnification of the registrant’s officers and directors under certain conditions and subject to certain limitations. Section 145 of the Delaware General Corporation Law also provides that a corporation has the power to purchase and maintain insurance on behalf of its officers and directors against any liability asserted against such person and incurred by him or her in such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of Section 145 of the Delaware General Corporation Law.

Article              of the registrant’s certificate of incorporation provides that the registrant will indemnify its directors and officers to the fullest extent authorized by the Delaware General Corporation Law. The rights to indemnity thereunder continue as to a person who has ceased to be a director, officer, employee or agent and inure to the benefit of the heirs, executors and administrators of the person. In addition, expenses incurred by a director or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding by reason of the fact that he or she is or was a director or officer of the registrant (or was serving at the registrant’s request as a director or officer of another corporation) will be paid by the registrant in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it will ultimately be determined that he or she is not entitled to be indemnified by the registrant as authorized by the relevant section of the Delaware General Corporation Law.

As permitted by Section 102(b)(7) of the Delaware General Corporation Law, Article            of the registrant’s certificate of incorporation provides that a director of the registrant will not be personally liable for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the registrant or its stockholders, (ii) for acts or omissions not in good faith or acts or omissions that involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived any improper personal benefit.

II-1

The registrant has purchased directors’ and officers’ liability insurance. We believe that this insurance is necessary to attract and retain qualified directors and officers.

The underwriting agreement (Exhibit 1.1 hereto) contains provisions by which the underwriter has agreed to indemnify the registrant, each person, if any, who controls the registrant within the meaning of Section 15 of the Securities Act, each director of the registrant, and each officer of the registrant who signs this registration statement, with respect to information furnished in writing by or on behalf of the underwriters for use in the registration statement.

Item 15: Recent Sales of Unregistered Securities

Set forth below is information regarding all unregistered securities sold, issued or granted by us within the past three years.

Preferred Units

On August 1, 2007 the Company issued 10,000 preferred membership interests (“Preferred Units”) to Cerberus Capital Management, L.P. (“CCM”) and funds and accounts associated with CCM (collectively, “Cerberus”) in respect of capital contributions made by Cerberus in the aggregate amount of $213,750,000.

The issuances and sales of our Preferred Units described above were exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof promulgated thereunder because the transactions were by an issuer not involving a public offering.

Common Units, Management Incentive Units and Common Stock

Securities Act Section 4(2)/Regulation D Issuances:

On August 1, 2007 the Company issued 8,500 common membership interests (“Common Units”) to Cerberus Capital Management, L.P. (“CCM”) and funds and accounts associated with CCM (collectively, “Cerberus”) in respect of capital contributions made by Cerberus in the aggregate amount of $11.3 million.

In January 2008 the Company issued 1,500 management incentive interests (“MIP Units”) to Tower Automotive Management, LLC (“Tower Management”).

Tower Management sold 300 management incentive interests (“Management MIP Units”) to Mark Malcolm on January 2, 2008 for $150,000.

Tower Management sold 100 Management MIP Units to James Gouin on January 4, 2008 for $50,000.

Tower Management sold 175 Management MIP Units to Michael Rajkovic on January 2, 2008 for $87,500.

Tower Management sold 100 Management MIP Units to William Pumphrey on January 9, 2008 for $50,000.

Tower Management sold 100 Management MIP Units to Dr. Gyula Meleghy on January 8, 2008 for $50,000.

Tower Management sold 50 MIP Management MIP Units to William Cook on January 3, 2008 for $25,000.

Tower Management sold 50 Management MIP Units to Paul Radoski on January 7, 2008 for $25,000.

Tower Management sold 50 Management MIP Units to Jeffrey Kersten on January 9, 2008 for $25,000.

II-2

Tower Management sold 300 Management MIP Units to Eagle Trust, LLC on December 19, 2007 for $150,000.

Tower Management sold 150 Management MIP Units to MGT4VALUE, LLC on December 17, 2007 for $75,000.

Tower Management sold 50 Management MIP Units to Rande Somma on January 16, 2008 for $25,000.

Tower Management sold 20 MIP Management Units to Thomas Hagan on December 20, 2007 for $10,000.

Tower Management sold 20 Management MIP Units to Timothy Crimmins on December 20, 2007 for $10,000.

In connection with the corporate conversion to occur immediately prior to consummation of this offering, each of the holders of Preferred Units, Common Units and MIP Units will contribute such units to Tower International Holdings, LLC (“Tower Parent”), we will convert from a limited liability company to a Delaware corporation and we will issue shares of our common stock to Tower Parent. Immediately prior to the consummation of this offering, Tower Parent will own all of our outstanding shares of common stock.

The issuances and sales of our Common Units, MIP Units, Management MIP Units and common stock described above were exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof promulgated thereunder because the transactions were by an issuer not involving a public offering.

II-3

Item 16: Exhibits and Financial Statement Schedules

(a) Exhibits

No.	Description
1.1*	Form of Underwriting Agreement
2.1	Asset Purchase Agreement, dated as of May 1, 2007, by and among Tower Automotive, Inc., a debtor-in-possession and certain of its subsidiaries, and Tower Automotive, LLC f/k/a TA Acquisition Company, LLC
2.2*	Form of Contribution Agreement
3.1*	Certificate of Incorporation of Tower International, Inc.
3.2*	Bylaws of Tower International, Inc.
4.1	See Exhibits 3.1 and 3.2 for provisions of the Certificate of Incorporation and Bylaws of Tower International, Inc. defining the rights of holders of common stock of Tower International, Inc.
4.2*	Specimen Stock Certificate
4.3*	Registration Rights Agreement between Tower International, Inc. and Tower International Holdings, LLC
5.1*	Opinion of Lowenstein Sandler PC with respect to the validity of the securities offered
8.1*	Form of Tax Opinion of Lowenstein Sandler PC with respect to certain U.S. tax matters
10.1	Revolving Credit and Guaranty Agreement, dated as of July 31, 2007, by and among Tower Automotive Holdings USA, LLC, the Guarantors named therein, the Lenders named therein and JPMorgan Chase Bank, N.A., as Administrative Agent
10.2	Amendment No. 1 to Revolving Credit and Guaranty Agreement, dated May 5, 2008, by and among, Tower Automotive Holdings USA, LLC, the Guarantors from time to time party thereto, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent
10.3	ABL Security Agreement, dated as of July 31, 2007, by and among, Tower Automotive Holdings USA, LLC, the Guarantors named therein and JPMorgan Chase Bank N.A., as agent
10.4	First Lien Term Loan and Guaranty Agreement, dated as of July 31, 2007, by and among Tower Automotive Holdings USA, LLC, Tower Automotive Holding Europe B.V., the Guarantors named therein, the Lenders, named therein and JPMorgan Chase Bank, N.A., as Agent
10.5	Amendment No 1 to First Lien Term Loan and Guaranty Agreement, dated as of December 24, 2007, by and among Tower Automotive Holdings USA, LLC, Tower Automotive Holding Europe B.V., the Guarantors named therein, the Lenders named therein and JPMorgan Chase Bank, N.A., as Agent
10.6	Amendment No 2 to First Lien Term Loan and Guaranty Agreement, dated as of May 5, 2008, by and among, Tower Automotive Holdings USA, LLC, Tower Automotive Holding Europe B.V., the Guarantors named therein, the Lenders named therein and JPMorgan Chase Bank, N.A., as Agent
10.7	Waiver and Amendment No 3 to First Lien Term Loan and Guaranty Agreement, April 1, 2009, by and among, Tower Automotive Holdings USA, LLC, Tower Automotive Holding Europe B.V., the Guarantors named therein, the Lenders named therein and JPMorgan Chase Bank, N.A., as Agent
10.8	First Lien Term Loan Security Agreement, dated as of July 31, 2007, by and among, Tower Automotive Holdings USA, LLC, the Guarantors named therein and JPMorgan Chase Bank, as Agent
10.9	Omitted
10.10	Omitted

II-4

10.11	Omitted
10.12	Omitted
10.13	Intercreditor Agreement, dated as of July 31, 2007, by and among, JPMorgan Chase Bank, N.A., Goldman Sachs Credit Partners L.P., Tower Automotive Holdings USA, LLC, Tower Automotive Holdings Europe B.V. and the Loan Parties named therein
10.14	Omitted
10.15	Omitted
10.16	Amendment to Intercreditor Agreement, dated as of November 19, 2007
10.17	First Lien Foreign Subsidiary Guarantee, dated as of July 31, 2007, by and among, Tower Automotive Holdings Europe B.V., the other Foreign Subsidiaries named therein and JPMorgan Chase Bank, N.A., as Agent
10.18	Omitted
10.19	Omitted
10.20	Omitted
10.21	Omitted
10.22	Omitted
10.23	Omitted
10.24	Omitted
10.25	Employment Agreement with James Gouin
10.26	Employment Agreement with Mark Malcolm
10.27	Employment Agreement with Michael Rajkovic
10.28	Employment Agreement with William Cook
10.29	Employment Agreement with Gyula Meleghy
10.30	Compensation Agreement with William Pumphrey
10.31	Compensation Agreement with Paul Radkoski
10.32	Omitted
10.33	Service Agreement with Rande Somma & Associates LLC
10.34	Service Agreement with Larry Schwentor and MGT4VALUE LLC
10.35*	Amended and Restated Value Creation Plan of Tower Automotive, LLC
10.36*	2010 Equity Incentive Plan
10.37*	Tower Management, LLC 2007 Management Incentive Plan
10.38*	Form of Award Letter, Tower Automotive, LLC Supplemental Value Creation Program
10.39*	Form of Award Letter, Tower Automotive, LLC 2010 Long-Term Incentive Program
10.40*	Form of Award Letter, Tower Automotive, LLC Special Incentive Program
10.41*	Services Agreement with Cerberus Operations and Advisory Company, LLC
10.42*	Lease Agreement, dated as of April 10, 2002, by and among, Module (DE) Limited Partnership, Tower Automotive Products Company, Inc. and Tower Automotive Tool LLC

II-5

10.43*	Amendment No. 1 to Lease Agreement, dated as of November 15, 2002, by and among, Module (DE) Limited Partnership, Tower Automotive Products Company, Inc. and Tower Automotive Tool LLC
10.44*	Amendment No. 2 to Lease Agreement, dated as of July 31, 2007, by and among, Module (DE) Limited Partnership, Tower Automotive Products Company, Inc. and Tower Automotive Tool LLC
10.45*	Lease Agreement, dated as of April 10, 2002, by and among, Chassis (DE) Limited Partnership, Tower Automotive Products Company, Inc. and Tower Automotive Tool LLC
10.46*	Amendment No. 1 to Lease Agreement, dated as of October 9, 2002, by and among, Chassis (DE) Limited Partnership, Tower Automotive Products Company, Inc. and Tower Automotive Tool LLC
10.47*	Amendment No. 2 to Lease Agreement, dated as of July 31, 2007, by and among, Chassis (DE) Limited Partnership, Tower Automotive Products Company, Inc. and Tower Automotive Tool LLC
21.1	List of subsidiaries of Tower International, Inc.
23.1	Consent of Deloitte and Touche LLP
23.2	Consent of KPMG Cárdenas Dosal, S.C.
23.3	Consent of Lowenstein Sandler PC (included in Exhibit 5.1)
23.4	Consent of Lowenstein Sandler PC (included in Exhibit 8.1)
24.1	Power of Attorney (included on the signature page of Registration Statement hereto)

* To be filed by amendment

(b) Financial Statement Schedules:

Below is Schedule II, Schedule of Valuation and Qualifying Accounts. All other consolidated financial statement schedules are omitted because they are not applicable or the information is included in the consolidated financial statements or related notes.

SCHEDULE II

Valuation and Qualifying Accounts for the years ended December 31, 2009, 2008, and 2007 (in thousands)

Column A	Column B			Column C						Column D			Column E
				Additions
Description	Balance at Beginning of Year			Charged to Costs and Expenses			Charged to Other Accounts			Deductions			Balance at End of Year
Year Ended December 31, 2009
Allowance for doubtful accounts	$	3,974		$	930		$	—		$	(2,465	)(a)	$	2,439
Deferred tax asset valuation allowance		170,093			19,496			(17,231	)		—			172,358
Year Ended December 31, 2008
Allowance for doubtful accounts		4,890			3,124			—			(4,040	)(a)		3,974
Deferred tax asset valuation allowance		125,530			28,073			16,490	(c)		—			170,093
Successor–August 1, 2007 through December 31, 2007
Allowance for doubtful accounts		3,758			1,378			—			(246	)(a)		4,890
Deferred tax asset valuation allowance		85,799	(d)		39,731			—			—			125,530
Predecessor–January 1, 2007 through July 31, 2007
Allowance for doubtful accounts		4,750			899			—			(1,891	)(a)		3,758
Deferred tax asset valuation allowance		427,819			(17,424	)		(370,783	)(b)		—			39,612

(a) Write off of uncollectible accounts

(b) Discharge of debt charged to Post Consummation Trust

(c) Currency translation adjustment and other comprehensive income

(d) Beginning balance does not tie to prior ending balance due to purchase accounting adjustments

II-6

Item 17: Undertakings

(a) The undersigned Registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(c) The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act will be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time will be deemed to be the initial bona fide offering thereof.

II-7

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Livonia and state of Michigan, on the 4^th day of March, 2010.

TOWER AUTOMOTIVE, LLC
By:	/S/    MARK MALCOLM
Name: Mark Malcolm
Title: Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoint Mark Malcolm, James Gouin and Jeffrey L. Kersten, and each of them, his attorneys-in-fact, with full power of substitution for him in any and all capacities, to sign any amendments to this Registration Statement, including any and all pre-effective and post-effective amendments and to file such amendments thereto, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    MARK MALCOLM         Mark Malcolm	Chief Executive Officer and Director (Principal Executive Officer)	March 4, 2010
/S/    JAMES GOUIN         James Gouin	Chief Financial Officer (Principal Financial Officer)	March 4, 2010
/S/    JEFFREY L. KERSTEN         Jeffrey L. Kersten	Senior Vice President and Corporate Controller (Principal Accounting Officer)	March 4, 2010
/S/    DEV KAPADIA         Dev Kapadia	Member of the Board of Managers	March 4, 2010
/S/    LARRY SCHWENTOR         Larry Schwentor	Member of the Board of Managers	March 4, 2010
/S/    RANDE SOMMA         Rande Somma	Member of the Board of Managers	March 4, 2010

II-8

EXHIBIT INDEX

No.	Description
1.1*	Form of Underwriting Agreement
2.1	Asset Purchase Agreement, dated as of May 1, 2007, by and among Tower Automotive, Inc., a debtor-in-possession and certain of its subsidiaries, and Tower Automotive, LLC f/k/a TA Acquisition Company, LLC
2.2*	Form of Contribution Agreement
3.1*	Certificate of Incorporation of Tower International, Inc.
3.2*	Bylaws of Tower International, Inc.
4.1	See Exhibits 3.1 and 3.2 for provisions of the Certificate of Incorporation and Bylaws of Tower International, Inc. defining the rights of holders of common stock of Tower International, Inc.
4.2*	Specimen Stock Certificate
4.3*	Registration Rights Agreement between Tower International, Inc. and Tower International Holdings, LLC
5.1*	Opinion of Lowenstein Sandler PC with respect to the validity of the securities offered
8.1*	Form of Tax Opinion of Lowenstein Sandler PC with respect to certain U.S. tax matters
10.1	Revolving Credit and Guaranty Agreement, dated as of July 31, 2007, by and among Tower Automotive Holdings USA, LLC, the Guarantors named therein, the Lenders named therein and JPMorgan Chase Bank, N.A., as Administrative Agent
10.2	Amendment No. 1 to Revolving Credit and Guaranty Agreement, dated May 5, 2008, by and among, Tower Automotive Holdings USA, LLC, the Guarantors from time to time party thereto, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent
10.3	ABL Security Agreement, dated as of July 31, 2007, by and among, Tower Automotive Holdings USA, LLC, the Guarantors named therein and JPMorgan Chase Bank N.A., as agent
10.4	First Lien Term Loan and Guaranty Agreement, dated as of July 31, 2007, by and among Tower Automotive Holdings USA, LLC, Tower Automotive Holding Europe B.V., the Guarantors named therein, the Lenders, named therein and JPMorgan Chase Bank, N.A., as Agent
10.5	Amendment No 1 to First Lien Term Loan and Guaranty Agreement, dated as of December 24, 2007, by and among Tower Automotive Holdings USA, LLC, Tower Automotive Holding Europe B.V., the Guarantors named therein, the Lenders named therein and JPMorgan Chase Bank, N.A., as Agent
10.6	Amendment No 2 to First Lien Term Loan and Guaranty Agreement, dated as of May 5, 2008, by and among, Tower Automotive Holdings USA, LLC, Tower Automotive Holding Europe B.V., the Guarantors named therein, the Lenders named therein and JPMorgan Chase Bank, N.A., as Agent
10.7	Waiver and Amendment No 3 to First Lien Term Loan and Guaranty Agreement, April 1, 2009, by and among, Tower Automotive Holdings USA, LLC, Tower Automotive Holding Europe B.V., the Guarantors named therein, the Lenders named therein and JPMorgan Chase Bank, N.A., as Agent
10.8	First Lien Term Loan Security Agreement, dated as of July 31, 2007, by and among, Tower Automotive Holdings USA, LLC, the Guarantors named therein and JPMorgan Chase Bank, as Agent
10.9	Omitted
10.10	Omitted
10.11	Omitted
10.12	Omitted
10.13	Intercreditor Agreement, dated as of July 31, 2007, by and among, JPMorgan Chase Bank, N.A., Goldman Sachs Credit Partners L.P., Tower Automotive Holdings USA, LLC, Tower Automotive Holdings Europe B.V. and the Loan Parties named therein
10.14	Omitted
10.15	Omitted
10.16	Amendment to Intercreditor Agreement, dated as of November 19, 2007

10.17	First Lien Foreign Subsidiary Guarantee, dated as of July 31, 2007, by and among, Tower Automotive Holdings Europe B.V., the other Foreign Subsidiaries named therein and JPMorgan Chase Bank, N.A., as Agent
10.18	Omitted
10.19	Omitted
10.20	Omitted
10.21	Omitted
10.22	Omitted
10.23	Omitted
10.24	Omitted
10.25	Employment Agreement with James Gouin
10.26	Employment Agreement with Mark Malcolm
10.27	Employment Agreement with Michael Rajkovic
10.28	Employment Agreement with William Cook
10.29	Employment Agreement with Gyula Meleghy
10.30	Compensation Agreement with William Pumphrey
10.31	Compensation Agreement with Paul Radkoski
10.32	Omitted
10.33	Service Agreement with Rande Somma & Associates LLC
10.34	Service Agreement with Larry Schwentor and MGT4VALUE LLC
10.35*	Amended and Restated Value Creation Plan of Tower Automotive, LLC
10.36*	2010 Equity Incentive Plan
10.37*	Tower Management, LLC 2007 Management Incentive Plan
10.38*	Form of Award Letter, Tower Automotive, LLC Supplemental Value Creation Program
10.39*	Form of Award Letter, Tower Automotive, LLC 2010 Long-Term Incentive Program
10.40*	Form of Award Letter, Tower Automotive, LLC Special Incentive Program
10.41*	Services Agreement with Cerberus Operations and Advisory Company, LLC
10.42*	Lease Agreement, dated as of April 10, 2002, by and among, Module (DE) Limited Partnership, Tower Automotive Products Company, Inc. and Tower Automotive Tool LLC
10.43*	Amendment No. 1 to Lease Agreement, dated as of November 15, 2002, by and among, Module (DE) Limited Partnership, Tower Automotive Products Company, Inc. and Tower Automotive Tool LLC
10.44*	Amendment No. 2 to Lease Agreement, dated as of July 31, 2007, by and among, Module (DE) Limited Partnership, Tower Automotive Products Company, Inc. and Tower Automotive Tool LLC
10.45*	Lease Agreement, dated as of April 10, 2002, by and among, Chassis (DE) Limited Partnership, Tower Automotive Products Company, Inc. and Tower Automotive Tool LLC
10.46*	Amendment No. 1 to Lease Agreement, dated as of October 9, 2002, by and among, Chassis (DE) Limited Partnership, Tower Automotive Products Company, Inc. and Tower Automotive Tool LLC
10.47*	Amendment No. 2 to Lease Agreement, dated as of July 31, 2007, by and among, Chassis (DE) Limited Partnership, Tower Automotive Products Company, Inc. and Tower Automotive Tool LLC
21.1	List of subsidiaries of Tower International, Inc.
23.1	Consent of Deloitte and Touche LLP
23.2	Consent of KPMG Cárdenas Dosal, S.C.
23.3	Consent of Lowenstein Sandler PC (included in Exhibit 5.1)
23.4	Consent of Lowenstein Sandler PC (included in Exhibit 8.1)
24.1	Power of Attorney (included on the signature page of Registration Statement hereto)

* To be filed by amendment

EX-2.1

Exhibit 2.1

EXECUTION VERSION

ASSET PURCHASE AGREEMENT

by and among,

TOWER AUTOMOTIVE, INC.,

a debtor-in-possession

and its

DEBTOR AFFILIATE SIGNATORIES HERETO,

and

TA ACQUISITION COMPANY, LLC

Dated as of May 1, 2007

TABLE OF CONTENTS

		Page
ARTICLE 1. DEFINITIONS		1
Section 1.1.	Certain Defined Terms	1
Section 1.2.	Other Defined Terms	17
ARTICLE 2. PURCHASE AND SALE		18
Section 2.1.	Transfer of Acquired Assets and Assumption of Assumed Liabilities	18
Section 2.2.	Right to Contest Claims	22
Section 2.3.	Excluded Liabilities	22
Section 2.4.	Allocation of Purchase Price	22
Section 2.5.	Deposit	23
Section 2.6.	Closing	24
Section 2.7.	Letters of Credit	24
Section 2.8.	Closing Deliveries by Seller	24
Section 2.9.	Closing Deliveries by Purchaser	25
ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY		26
Section 3.1.	Organization	26
Section 3.2.	Bank Accounts; Letters of Credit	27
Section 3.3.	Affiliate Transactions	27
Section 3.4.	Insurance	27
Section 3.5.	Accounts Receivable, Inventory and Accounts Payable	28
Section 3.6.	Export Control Laws	28
Section 3.7.	Certain Payments	29
Section 3.8.	Authority; Enforceability	29
Section 3.9.	No Conflicts or Violations; Consents	29
Section 3.10.	Title to Assets and Location of Assets	30
Section 3.11.	Financial Information	30
Section 3.12.	No Undisclosed Liabilities	31
Section 3.13.	Absence of Certain Changes or Events	31
Section 3.14.	Contracts	32
Section 3.15.	Suppliers	34
Section 3.16.	Compliance with Law	34
Section 3.17.	Litigation	34
Section 3.18.	Employee Compensation and Benefit Plans; ERISA	35
Section 3.19.	Labor and Employment Matters	38
Section 3.20.	Properties	40
Section 3.21.	Intellectual Property	41
Section 3.22.	Environmental Laws	42
Section 3.23.	Brokers	42

-i-

Section 3.24.	Tax Matters	42
Section 3.25.	Disclosure	43
Section 3.26.	No Other Representations or Warranties	44
ARTICLE 4. REPRESENTATIONS AND WARRANTIES OF PURCHASER		44
Section 4.1.	Organization	44
Section 4.2.	Authority; Enforceability	44
Section 4.3.	Non-Contravention	45
Section 4.4.	Governmental Consents	45
Section 4.5.	Financing	45
Section 4.6.	Brokers	45
Section 4.7.	Acquired Assets “AS IS”; Purchaser’s Acknowledgment Regarding Same	45
ARTICLE 5. ADDITIONAL AGREEMENTS		46
Section 5.1.	Conduct of Business Prior to the Closing	46
Section 5.2.	Access to Information	51
Section 5.3.	Superior Offers	52
Section 5.4.	Bankruptcy Court Orders	52
Section 5.5.	Notice of Filings	52
Section 5.6.	Further Action; Reasonable Best Efforts	53
Section 5.7.	Public Announcements	54
Section 5.8.	Availability of Business Records; Cooperation Following the Closing	54
Section 5.9.	Financing Assistance	55
Section 5.10.	Further Assurances	55
Section 5.11.	Reorganizations	57
Section 5.12.	Transfer Taxes	57
Section 5.13.	Name Change	58
Section 5.14.	Certain Contract Matters	58
Section 5.15.	Certain Tax Matters	58
Section 5.16.	Assumed Contracts and Cure Amounts	59
ARTICLE 6. EMPLOYEE MATTERS		59
Section 6.1.	Employee Matters	59
Section 6.2.	Management Incentive Plan	61
ARTICLE 7. CONDITIONS TO CLOSING		62
Section 7.1.	Mutual Conditions to Closing	62
Section 7.2.	Conditions to Obligations of Purchaser	62
Section 7.3.	Conditions to Obligations of Seller	64
ARTICLE 8. TERMINATION, AMENDMENT AND WAIVER		64
Section 8.1.	Termination	64

-ii-

Section 8.2.	Effect of Termination	67
Section 8.3.	Amendment	68
Section 8.4.	Waiver	68
ARTICLE 9. GENERAL PROVISIONS		68
Section 9.1.	Non-Survival of Representations, Warranties and Agreements	68
Section 9.2.	Materiality; Company Disclosure Schedule	68
Section 9.3.	Notices	69
Section 9.4.	Severability	70
Section 9.5.	Entire Agreement	70
Section 9.6.	Assignment	70
Section 9.7.	No Third Party Beneficiaries	71
Section 9.8.	Governing Law	71
Section 9.9.	Jurisdiction	71
Section 9.10.	Waiver of Jury Trial	71
Section 9.11.	Counterparts; Electronic Transmission	72
Section 9.12.	Interpretation	73
Section 9.13.	Expenses	72
Section 9.14.	Currency	72
Section 9.15.	Preparation of this Agreement	72
Section 9.16.	Releases	73

-iii-

EXHIBITS

Exhibit A	-	Form of Assignment and Assumption Agreement
Exhibit B	-	Form of Bill of Sale
Exhibit C	-	Marketing Protocol Order
Exhibit D	-	Escrow Agreement
Exhibit E	-	Form of Plan
Exhibit F	-	Form of Sale Order

SCHEDULES

Schedule 1.1(a)(i)	-	Chapter 5 Claims
Schedule 1.1(a)(ii)	-	Excluded Chapter 5 Claims
Schedule 1.1(a)(iii)	-	Seller’s Budget
Schedule 1.1(a)(iv)	-	Excluded Foreign Entity
Schedule 1.1(a)(v)	-	Additional Excluded Assets
Schedule 1.1(a)(vi)	-	Knowledge Officers
Schedule 1.1(a)(vii)	-	Retiree Benefits Settlements
Schedule 1.1(a)(viii)	-	Pre-petition Secured Tax Obligations
Schedule 1.1(a)(ix)	-	Allowed Priority Tax Obligations - Taxes
Schedule 3.1(b)	-	Organization (Domestic)
Schedule 3.1(b)	-	Organization (Foreign)
Schedule 3.1(c)	-	Options
Schedule 3.2(a)	-	Bank Accounts
Schedule 3.2(b)	-	Letters of Credit
Schedule 3.3	-	Affiliate Transactions
Schedule 3.4	-	Insurance
Schedule 3.5(c)	-	Accounts Payable
Schedule 3.6	-	Export Control Laws
Schedule 3.7	-	Certain Payments
Schedule 3.8		Authority
Schedule 3.9	-	Conflicts and Consents
Schedule 3.10	-	Encumbrances on Foreign Assets
Schedule 3.11(a)	-	Financial Information
Schedule 3.12	-	Undisclosed Liabilities
Schedule 3.13	-	Absence of Certain Changes or Events
Schedule 3.14(a)	-	Contracts
Schedule 3.14 (b)	-	Accommodation Agreements
Schedule 3.14(c)	-	Outstanding Balances
Schedule 3.14(d)	-	Exceptions to Validity of Contracts
Schedule 3.14(e)	-	Violation and Default
Schedule 3.14(f)	-	Foreign Indebtedness
Schedule 3.14(g)	-	Foreign Unrestricted Cash Balances
Schedule 3.14(h)	-	Non-Foreign Indebtedness
Schedule 3.14(i)	-	Non-Foreign Unrestricted Cash Balances

-iv-

Schedule 3.15(a)	-	Top Ten Suppliers
Schedule 3.15(b)	-	Changes in Supplier Relationships
Schedule 3.16	-	Compliance with Law
Schedule 3.17	-	Litigation
Schedule 3.18(a)	-	Employee Plans
Schedule 3.18(b)	-	Assumed Plans
Schedule 3.18(d)	-	Changes to Employee Plans
Schedule 3.18(e)	-	Continuing Pension Benefits
Schedule 3.19(a)	-	Labor and Employment Matters
Schedule 3.19(b)	-	Plant Closings and Layoffs
Schedule 3.19(c)	-	Open U.S. Facilities Collective Bargaining Agreements and Relationships
Schedule 3.20(a)	-	Owned Real Property
Schedule 3.20(b)	-	Leased Real Property
Schedule 3.20(c)	-	Title Policies and Holders of Encumbrances
Schedule 3.21(a)	-	Intellectual Property
Schedule 3.22	-	Environmental Laws
Schedule 3.23	-	Brokers
Schedule 3.24	-	Tax
Schedule 5.1(a)(x)	-	Consents
Schedule 5.1(b)	-	Conduct Prior to Closing (restrictions)
Schedule 5.2(a)(i)		Contact Group
Schedule 5.5	-	Notice of Filing
Schedule 5.16	-	Assumed Contracts
Schedule 7.2(f)	-	Required Consents

-v-

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT, dated as of May 1, 2007 (this “Agreement”), by and among Tower Automotive, Inc., a Delaware corporation, a debtor-in-possession (the “Company”), the debtor affiliates of the Company that are signatories to this Agreement (the Company and, such debtor affiliates are referred to collectively herein as “Seller”), and TA Acquisition Company, LLC, a Delaware limited liability company (“Purchaser”). Seller and Purchaser, each a “Party” and, collectively, the “Parties.”

WITNESSETH:

WHEREAS, on February 2, 2005, each of the Persons included within the definition of Seller filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”), which cases are jointly administered under Case No. 05-10578 (ALG) (the “Bankruptcy Case”); and

WHEREAS, Seller wishes to sell to Purchaser and Purchaser wishes to purchase from Seller substantially all of the assets of Seller and to assume from Seller certain Liabilities, pursuant to the terms and conditions set forth in this Agreement in accordance with sections 105, 363, 365, 1123(a)(5)(D) and 1141(c) of the Bankruptcy Code.

NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants, representations and warranties herein contained, and such other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE 1.

DEFINITIONS

Section 1.1. Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings:

“Acquired Assets” means, except for the Excluded Assets,

(a) all of the property and assets of Seller including, but not limited to: all property, real and personal; all assets, whether tangible or intangible; all cash and cash equivalents; all accounts receivable; all intercompany receivables including all claims against Foreign Entities; all deposits relating to any Assumed Contracts; all prepaid expenses relating to Acquired Assets or Assumed Contracts; all inventory; all rights in patents, trademarks, copyrights and all other Intellectual Property (including all computer software or systems) owned, controlled or licensed (subject to any rights therein previously granted by Seller to a third party), all rights to payment from the licensees of Intellectual Property pursuant to section 365(n) of the Bankruptcy Code; all Chapter 5 claims (the “Chapter 5 Claims”) (including, but not limited to, those set forth on Schedule 1.1(a)(i)) other than those set forth on Schedule 1.1(a)(ii) attached hereto); all other claims of any kind other than (i) claims in respect of Excluded Assets and (ii) claims directly related to Excluded Liabilities which (A) are not Liabilities to customers,

suppliers or other business relations with whom Purchaser does business after the Closing and (B) which are identified to Purchaser in advance of any action being taken to collect on such claims and as to which Purchaser does not object to such claim being asserted in its reasonable discretion, all Business Records; all beneficial tax attributes, if any, to the extent transferable by applicable law; all of the stock, limited liability interests, partnership interests, joint venture interests or any other equity interests held by any of the Tower Group entities (whether a majority or a minority interest and including, but not limited to, the capital stock or equity interests of the Foreign Entities (including, without limitation, all interests in Metalsa), but not the capital stock of Seller), and all good will;

(b) the following to the extent they relate to any Acquired Asset, Assumed Contract, Assumed Liability or any claim or allegation that Purchaser is liable or responsible for a Liability of Seller, whether or not Purchaser has assumed such Seller Liability: claims, credits, security or other deposits, including recoverable deposits, prepayments, prepaid assets, prepaid expenses, prepaid rent, deferred charges, refunds or claims for refunds, causes of action (including, but not limited to, any recovery with respect to litigation involving Metalsa), defenses, counterclaims, crossclaims, third party claims, rights of recovery, rights of setoff and rights of recoupment, insurance proceeds and all rights under historical or current insurance policies of any member of the Tower Group, and, in each case, security interests relating thereto, as applicable, as of the Closing Date;

(c) all the assets that are reflected on the Balance Sheet provided such assets have not been disposed of by the Tower Group in the ordinary course of business or pursuant to an Order of the Bankruptcy Court, and all assets acquired by the Tower Group in the ordinary course of business or pursuant to an Order of the Bankruptcy Court after the Balance Sheet Date; and

(d) all trusts, insurance contracts, accounts and funding arrangements relating to any Assumed Plans.

For avoidance of doubt, notwithstanding anything herein to the contrary, no property, asset, right, title or interest of Seller included in the definition of Excluded Asset shall be an Acquired Asset.

“Acquisition Proposal” means any proposal or offer (i) for a merger or other business combination involving the Tower Group, (ii) to acquire in any manner, directly or indirectly, an equity interest in the Tower Group or any voting securities of the Tower Group, (iii) to acquire any portion of the assets of the Tower Group, other than in the ordinary course of business or (iv) in respect of any plan of reorganization other than the Plan.

“Affiliate” means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person, where “control” means the power, directly or indirectly, to direct or cause the direction of the management and policies of another Person, whether through the ownership of voting securities, by contract or otherwise.

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“Affiliated Group” means any affiliated group within the meaning of Code §1504(a) or any similar group defined under a similar provision of state, local or foreign Law.

“Allowed” means, with respect to any Claim, except as otherwise provided herein: (a) a Claim that has been scheduled by Seller in its Schedules as neither disputed, contingent nor unliquidated and for which the claim amount has not been identified as unknown, and as to which Seller or other party in interest has not filed an objection with the Bankruptcy Court by the Claims Objection Bar Date; (b) a Claim that either is not a Disputed Claim or has been allowed by a Final Order; (c) a Claim that is allowed: (i) in any stipulation of amount and nature of Claim executed prior to the Confirmation Date and approved by the Bankruptcy Court; (ii) in any stipulation with Seller of amount and nature of Claim executed on or after the Confirmation Date; or (iii) in or pursuant to any contract, instrument, indenture or other agreement entered into or assumed in connection herewith; (d) a Claim relating to a rejected Executory Contract or Unexpired Lease that either (i) is not a Disputed Claim or (ii) has been allowed by a Final Order, in either case only if a proof of Claim has been Filed by the applicable bar date or has otherwise been deemed timely Filed under applicable law; (e) a Claim that is allowed pursuant to the terms hereof; or (f) a Disputed Claim as to which a proof of claim has been timely filed and as to which no objection has been filed by the Claims Objection Bar Date. Each capitalized term used in this definition that is not otherwise defined herein, shall have the respective meaning assigned to such term in the Plan.

“Allowed Priority Claims” means any claim accorded priority in right of payment pursuant to section 507(a) of the Bankruptcy Code.

“Allowed Secured Claims” has the meaning set forth in the Plan.

“Alternative Transaction” means a transaction that involves a sale of a material portion of the Acquired Assets, a Chapter 11 plan or a Chapter 7 liquidation.

“Ancillary Agreements” means the Escrow Agreement, the Assignment and Assumption Agreement, the Bill of Sale and the Intellectual Property Assignments.

“Antitrust Law” means the Sherman Act, as amended, the Clayton Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other federal, state and foreign, statutes, rules, regulations, Orders, decrees, administrative and judicial doctrines and other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

“Assignment and Assumption Agreement” means an assignment and assumption agreement in the form and substance of Exhibit A attached hereto.

“Assumed Contracts” means those of Seller’s Collective Bargaining Agreements identified on Schedule 3.19(c), the Change in Control Agreements, the KERP Agreements and subject to Section 5.16 herein any other contract expressly set forth on Schedule 5.16 attached hereto.

“Assumed Liabilities” means, and is limited to:

(a) The following post-petition Liabilities of Seller expressly set forth in this definition:

(i) all Working Capital Obligations;

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(ii) all benefit obligations pursuant to the Consolidated Pension Plan and the other Assumed Plans;

(iii) all contingent Liabilities payable pursuant to the terms of the Change in Control Agreements;

(iv) the KERP Liability;

(v) all Liabilities pursuant to Assumed Contracts arising after the Closing. For avoidance of doubt, such obligations shall not include any amounts necessary to satisfy the Cure Amounts pursuant to Bankruptcy Code section 365 in connection with the assignment and assumption of the Assumed Contracts;

(vi) all statutory environmental Liabilities which (A) arise under Environmental Laws, (B) are associated with real property acquired by Purchaser or its Affiliates hereunder, (C) are enforced by a Governmental Entity and (D) are not “claims” as defined in section 101(5) of the Bankruptcy Code;

(vii) the current balance due with respect to the Marsh Financing, provided all benefits of such insurance policies are received by or are available to Purchaser, as contemplated in the definition of Acquired Assets;

(viii) if no amount is paid by Purchaser for the IRB Payment pursuant to Section 2.1(a)(iii), all Seller’s Liabilities pursuant to the Industrial Revenue Bonds; and

(ix) the Retiree Benefits Settlements (to the extent provided therein).

(b) pre- and post-petition workers compensation claims.

(c) Notwithstanding anything set forth to the contrary in this Agreement, Assumed Liabilities shall not include any amounts included in the categories constituting the Capped Payments.

“Assumed Plans” means the Consolidated Pension Plan and the other Employee Plans expressly set forth on Schedule 3.18(b) attached hereto.

“Assumed Plan Documents and Records” shall mean any and all written records, documents and communications of, or relating to, any Assumed Plan, including without limitation any and all correspondence, governmental filings, reports, financial statements, trust statements, plan documents, trust documents, amendments, summary plan descriptions, participant and benefit data, benefit statements, administrative forms, administrative manuals, domestic relations orders, minutes of any administrator or fiduciary, fiduciary liability insurance policies, vendor contracts, and investment advisor, management and trust agreements.

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“Auction” means the auction that may be conducted by Seller pursuant to the Marketing Protocol Order.

“Bankruptcy Case Claim” means, individually or collectively, the Allowed Secured Claims, the Bankruptcy Related Administrative Claims, the Allowed Priority Claims, and the Cure Amounts.

“Bankruptcy Related Administrative Claims” means all Allowed administrative claims relating to:

(a) all professional fees, whether or not related to the Bankruptcy Case, but not including the advisor fees referred to in clause (b) of this definition;

(b) Allowed advisor fees to (i) Lazard Freres & Co., LLC as provided in its engagement letter with Seller as approved by Order of the Bankruptcy Court, dated June 15, 2005, a true and complete copy of which was provided to Purchaser, and (ii) to Houlihan Lokey Howard & Zukin, Inc. as provided in its engagement letter with the Official Committee of Unsecured Creditors as approved by Order of the Bankruptcy Court, dated June 14, 2005, a true and complete copy of which was provided to Purchaser;

(c) the KERP Liability;

(d) the non-1114 related settlement payment due to the Milwaukee Unions in the amount of Three Million Five Hundred Thousand Dollars ($3,500,000) as set forth in Article III.G of that certain Agreement between Seller and the Milwaukee Unions under 11 U.S.C. §§ 1113 and 1114, and, approved by that certain Order Approving Settlement Agreement With The Milwaukee Unions, dated May 22, 2006 (Bankruptcy Court Docket Number 1492); and

(e) (i) Goldman Sachs (DR Lease rejection claim), (ii) Watershed Capital Partners claim, (iii) United Furniture Workers claim; (iv) reclamation claims; and (v) other administrative claims not included in the Working Capital Obligations.

Notwithstanding the foregoing, no Bankruptcy Related Administrative Claim shall be included in or deemed a part of the Working Capital Obligations.

“Bill of Sale” means the bill of sale in the form and substance of Exhibit B attached hereto.

“Budget” means that certain budget of Seller, dated January 11, 2007 as attached hereto as Schedule 1.1(a)(iii).

“Budgeted Exchange Rates” means 0.80 Euro = 1.00 US Dollar, 2.45 Brazilian Real = 1.00 US Dollar, 1,000 Korean Won = 1.00 US Dollar and 7.88 Chinese RMB = 1.00 US Dollar.

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“Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in the City of New York.

“Business Records” means all books, records, ledgers and files or other similar information used or held for use in the operation or conduct of business by the Tower Group, including, without limitation, price lists, customer lists, vendor lists, mailing lists, warranty information, catalogs, sales promotion literature, advertising materials, brochures, records of operation, standard forms of documents, manuals of operations or business procedures, research materials, Tax Returns (except Purchaser shall only be entitled to a copy of income Tax Returns), contracts, instruments, filings, administrative and pricing manuals, records, Claim records, sales records, underwriting records, financial records, compliance records, insurance policies, and Tax records (except Purchaser shall only be entitled to a copy of Tax records), personnel records, corporate minute books, Assumed Plan Documents and Records and other materials to the extent relating, directly or indirectly, to the Acquired Assets, the Assumed Contracts or the Assumed Liabilities, or the assets, the businesses or the Liabilities of any Foreign Entity, whether or not in the possession of the Tower Group or their respective representatives, stored in hardcopy form or on magnetic, optical or other media, other than in respect of the Excluded Assets.

“Capped Payments Bar Date” means the date that is thirty six (36) months after the Closing Date; provided, however that Seller or the Post-Consummation Trust, as the case may be, may, with either (i) agreement of Purchaser or (ii) upon Order of the Bankruptcy Court following application for good cause shown, extend the Capped Payments Bar Date for a period of time not to exceed an additional twenty four (24) months.

“Change in Control” has the meaning set forth in those certain Change in Control Agreements by and between each of the CIC Employees and the Company.

“Change in Control Agreements” means the agreements entered into between Seller and each of the CIC Employees identified as Change in Control Agreements on Schedule 3.14(a).

“CIC Employees” means the following individuals: Kathleen Ligocki, James Mallak, D. William Pumphrey, E. Renee Franklin, Kathy Johnston, Paul Radkoski, Jeffrey Kersten, James Bernard, Craig Corrington, Orrie Jones, Susan Nutson, Benson Woo, David Ro, Gyula Meleghy, Vincent Pairet, Gerrit Kotterman, Susan Talbot and Hans Grosse.

“Claims” means any and all actions, causes of action, suits, damages, losses, expenses, fees, charges, costs, complaints, obligations, promises, controversies, rights, demands, debts, Encumbrances, taxes, lis pendens and claims whatsoever, whether known or unknown, suspected or claimed, whether at law or in equity, and whether contingent or not contingent, which any Person may now possess, own or hold or has at any time heretofore owned or held against Seller, including any claim as defined in section 101(5) of the Bankruptcy Code.

“Code” means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

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“Collective Bargaining Agreement” means any labor agreement, collective bargaining agreement or any other labor related agreement or arrangement with any labor union, organization or association that pertains to any employees of the Tower Group.

“Company Subsidiaries” means the Subsidiaries of the Company, including, without limitation, those which are included in the definition of Seller.

“Confidentiality Agreement” means that certain confidentiality agreement, dated May 15, 2006, between Cerberus Capital Management, L.P. and the Company.

“Confirmation Order” means an Order confirming the Plan in form and substance as may be approved by Purchaser in its reasonable discretion.

“Consolidated Pension Plan” means the Tower Automotive Consolidated Pension Plan (plan number 016).

“Cure Amounts” means all amounts and other consideration that pursuant to section 365 of the Bankruptcy Code, as of the Closing Date, shall be required to cure any defaults on the part of Seller pursuant to Assumed Contracts or that will be otherwise due to nondebtor parties pursuant to Assumed Contracts, as a prerequisite to the assignment and assumption of such Assumed Contracts pursuant to section 365 of the Bankruptcy Code.

“DIP Lenders” means, collectively, those financial institutions party to the DIP Loan Credit Agreement and all permitted assigns, transferees and successors-in-interest thereto.

“DIP Loan” means collectively the DIP Revolver and the DIP Term Loan.

“DIP Loan Credit Agreement” means that certain Revolving Credit, Term Loan and Guaranty Agreement, dated February 2, 2005, among Seller, the DIP Lenders and certain other parties thereto, as amended, supplemented or modified from time to time.

“DIP Revolver” means that certain $300,000,000 revolving credit facility component of the DIP Loan Credit Agreement.

“DIP Term Loan” means that certain $425,000,000 term loan component of the DIP Loan Credit Agreement, used by Sellers to repay, in full, certain prepetition first-lien indebtedness.

“Encumbrance” means any lien, pledge, security interest, interest, right of first refusal or conditional sale agreement.

“Environmental Law” means any applicable federal, state, county, municipal and local statutes, Laws, regulations, ordinances and regulations and all judicial or administrative decisions and Orders, that relate to the protection of worker safety and health from environmental hazards, pollution, and Regulated Substances or the assessment, investigation, remediation, restoration or protection of natural resources or the environment, including, without limitation, the quality of the ambient air, soil (both surface and subsurface), sediments, surface water or groundwater, whether currently existing as of the date of this Agreement or hereafter adopted prior to the Closing Date.

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“Environmental Permits” means all permits, licenses, registrations and other authorizations required under applicable Environmental Laws.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

“Escrow Agent” means Wells Fargo Bank, National Association.

“Escrow Agreement” means the escrow agreement attached hereto as Exhibit D.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Excluded Assets” means (i) any and all rights of any Seller pursuant to this Agreement and the Ancillary Agreements, (ii) (A) the Chapter 5 Claims set forth on Schedule 1.1(a)(ii) attached hereto, including any cash proceeds from any settlements thereof received by Seller prior to the Closing and (B) (i) claims in respect of Excluded Assets and (ii) claims directly related to Excluded Liabilities which (I) are not Liabilities to customers, suppliers or other business relations with whom the Purchaser does business after the Closing and (II) which are identified to Purchaser in advance of any action being taken to collect on such claims and as to which Purchaser does not object to such claim being asserted in its reasonable discretion, (iii) any asset or contract which Purchaser identifies in writing to Seller by June 22, 2007; provided, that for avoidance of doubt, the exclusion of any such asset or contract shall not reduce or otherwise affect the amount of the Purchase Price, (iv) any nonmaterial asset or contract which Purchaser identifies in writing to Seller from June 23, 2007 until the date that is at least ten (10) Business Days prior to the Closing; provided, that for avoidance of doubt, the exclusion of any such asset or contract shall not reduce or otherwise affect the amount of the Purchase Price, (v) any equity interests in any of the Sellers, (vi) any Foreign Entity identified on Schedule 1.1(a)(iv) or as hereafter determined by Purchaser (provided however that any Foreign Entity which Purchaser wishes to exclude must be identified in writing to Seller by June 22, 2007), (vii) the assets identified on Schedule 1.1(a)(v), and (viii) all beneficial tax attributes to the extent not transferable by applicable law and Seller’s United States federal net operating loss carryforwards. For purposes of clause (iv) of this definition only, “nonmaterial asset” does not include (X) any land or buildings, structures, fixtures or other improvements located thereon, or (Y) any asset or group of related assets for which Seller could reasonably be expected to incur fees, expenses or other Liability, net of any proceeds received, in excess of Five Hundred Thousand Dollars ($500,000) to dispose of any single or group of related assets. Notwithstanding any other provision of this definition, any asset excluded pursuant to any of clauses (iii), (vi) or (vii) shall not be an Acquired Asset. Nothing contained in this definition shall affect or impair any right of Purchaser to reject contracts under Section 5.16 hereof. The designation of certain assets as “nonmaterial” for purposes of the notice provisions of this definition shall not affect the determination of materiality for any other purpose. Notwithstanding the foregoing, Purchaser shall have the right at any time prior to Closing, in its sole discretion, to designate any asset that it had identified as an Excluded Asset pursuant to clauses (iii), (iv), (vi) or (vii) of this definition as an Acquired Asset.

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“Excluded Liabilities” means any Liabilities of Seller other than Assumed Liabilities, including, without limitation, (a) Liabilities directly associated with the Excluded Assets, (b) any Indebtedness of Seller (other than the Industrial Revenue Bonds if the Purchaser elects to assume such Liability), (c) pre-petition Liabilities, Liabilities accruing pre-petition and Liabilities otherwise not expressly assumed by Purchaser hereunder including, without limitation, environmental liabilities, all other post employment benefits including, but not limited to, healthcare and life insurance, and obligations in respect of retirees other than Retiree Benefits Settlements, (d) all Liabilities, if any, associated with Tower Automotive Capital Trust, Seller’s variable interest entity, (e) any Liability expunged by Order of the Bankruptcy Court, (f) any Liability associated with any proceeding, litigation or investigation respecting Seller, except as may be expressly assumed hereunder, and (g) indemnification agreements with Persons who are not Governmental Authorities with respect to Liabilities under any Environmental Law including, without limitation, pursuant to that certain Asset Purchase Agreement, dated as of January 27, 1997, among A.O. Smith Corporation, A.O. Smith Enterprises Ltd., Tower Automotive Acquisition, Inc., Tower Automotive, Inc. and R.J. Tower Corporation and any claims related thereto.

“Final Order” means an Order as to which the time to file an appeal, a motion for rehearing or reconsideration or a petition for writ of certiorari has expired and no such appeal, motion or petition is pending.

“FIRPTA” means the Foreign Investment in Real Property Tax Act of 1980, as amended, and the rules and regulations promulgated thereunder.

“Foreign Entity” means any entity within the Tower Group which was incorporated, formed, existed or exists pursuant to the Laws of a country other than the United States.

“Foreign Financial Indebtedness” means, with respect to the Foreign Entities, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, or upon which interest payments are customarily made, (c) all obligations (including, without limitation, earnout obligations) of such Person issued or assumed as the deferred purchase price of property or services purchased by such Person (other than trade debt incurred in the ordinary course of business and due within six (6) months of the incurrence thereof) which would appear as liabilities on a balance sheet of such Person in accordance with GAAP, (d) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Encumbrance on, or payable out of the proceeds of production from, property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (e) all guaranty obligations of such Person with respect to Indebtedness of another Person, (f) the principal portion of all obligations of such Person pursuant to capital leases, (g) all reimbursement obligations in respect of the maximum amount of all letters of credit issued or bankers’ acceptances facilities created for the account of such Person and, without duplication, all drafts drawn thereunder (to the extent unreimbursed), (h) all

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preferred capital stock issued by such Person and, which by the terms thereof, could be (at the request of the holders thereof or otherwise) subject to mandatory sinking fund payments, redemption or other acceleration, (i) the Indebtedness of any partnership or unincorporated joint venture in which such Person is a general partner or a joint venturer (other than Metalsa), and (j) factoring, receivables financing or securitziations (whether or not on the balance sheet, and whether or not recourse); provided, however, Foreign Financial Indebtedness shall not include any intercompany payables.

“GAAP” means United States generally accepted accounting principles in effect from time to time.

“Governmental Authority” means any United States federal, state or local or any foreign government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal, judicial or arbitral body.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

“Indebtedness” means, with respect to any Person, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, or upon which interest payments are customarily made, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business), (d) all obligations (including, without limitation, earnout obligations) of such Person issued or assumed as the deferred purchase price of property or services purchased by such Person (other than trade debt incurred in the ordinary course of business and due within six (6) months of the incurrence thereof) which would appear as liabilities on a balance sheet of such Person in accordance with GAAP, (e) all obligations of such Person under take-or-pay or similar arrangements, (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Encumbrance on, or payable out of the proceeds of production from, property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (g) all guaranty obligations of such Person with respect to Indebtedness of another Person, (h) the principal portion of all obligations of such Person pursuant to capital leases, (i) all obligations of such Person under hedging agreements, excluding any portion thereof which would be accounted for as interest expense under GAAP, (j) the maximum amount of all letters of credit issued or bankers’ acceptances facilities created for the account of such Person and, without duplication, all drafts drawn thereunder (to the extent unreimbursed), (k) all preferred capital stock issued by such Person and which by the terms thereof could be (at the request of the holders thereof or otherwise) subject to mandatory sinking fund payments, redemption or other acceleration, (l) the principal balance outstanding under any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product, (m) the Indebtedness of any partnership or unincorporated joint venture in which such Person is a general partner or a joint venturer (other than Metalsa) and (n) factoring, receivables financing or securitziations (whether or not on the balance sheet, and whether or not recourse); provided, however, Indebtedness shall not include any intercompany payables, operating leases or the Marsh Financing.

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“Industrial Revenue Bonds” means those certain (a) $25,000,000 aggregate principal amount City of Bardstown, Kentucky Taxable Variable Rate Demand Industrial Revenue Bonds, Series 1995 (R.J. Tower Corporation Project) and (b) $20,000,000 aggregate principal amount City of Bardstown, Kentucky Taxable Variable Rate Demand Industrial Revenue Bonds, Series 1994 (R.J. Tower Corporation Project).

“Intellectual Property” means any and all United States or foreign intellectual property, including (i) patents, patent applications and patent disclosures, together with all reissuances, continuations, provisionals, continuations-in-part, divisions, extensions and reexaminations thereof, (ii) trademarks, service marks, logos, trade names, corporate names and trade dress, including all goodwill associated therewith, and all applications, registrations and renewals in connection therewith, (iii) copyrights and copyrightable works and all applications, registrations and renewals in connection therewith, (iv) registrations for Internet domain names, (v) trade secrets and confidential business information, including inventions, ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, designs, drawings and specifications, (vi) moral rights and rights of attribution, and (vii) computer software, including databases and related documentation.

“Interests” means all encumbrances, including mechanics’, materialmen’s and other consensual and nonconsensual encumbrances and statutory encumbrances, security interests and Claims, including, but not limited to, any “claim” as defined in section 101(5) or “lien” as defined in section 101(37) of the Bankruptcy Code, Liabilities, reclamation claims, mortgages, deeds of trust, pledges, covenants, restrictions, hypothecations, charges, indentures, loan agreements, instruments, contracts, leases, licenses, options, rights of first refusal, offsets, recoupment, rights of recovery, judgments, Orders and decrees of any court or foreign or domestic Governmental Authority, claims for reimbursement, contribution, indemnity or exoneration, assignment, preferences, debts, charges, suits, licenses, options, rights of recovery, products liability, alter-ego, environmental, successor liability, tax and other liabilities, causes of action or other encumbrances or restrictions on or conditions to transfer or assignment of any kind, including, without limitation to the generality of the foregoing, restrictions or conditions on or to the transfer, assignment or renewal of licenses, permits, registrations, and authorizations or approvals of or with respect to any Governmental Authority, to the fullest extent of the law, in each case whether secured or unsecured, choate or inchoate, filed or unfiled, scheduled or unscheduled, noticed or unnoticed, recorded or unrecorded, perfected or unperfected, Allowed or disallowed, contingent or noncontingent, liquidated or unliquidated, matured or unmatured, material or nonmaterial, disputed or undisputed, or known or unknown, whether arising prior to, on, or subsequent to the commencement of the Bankruptcy Case, whether imposed by agreement, understanding, Law, equity or otherwise.

“IRS” means the United States Internal Revenue Service.

“KERP Liability” means all amounts payable, up to a maximum of Five Million Eight Hundred Thousand Dollars ($5,800,000), at or after the Closing under the “Retention Program” approved by that certain Order, dated March 30, 2005, Pursuant to Sections 105(a) and 363(b)(1) of the Bankruptcy Code, Approving and Authorizing (I) Seller’s Annual Incentive Plan With Respect to Certain Senior Executives; (II) a Key Employee Retention Program; and (III) Certain of Seller’s Prepetition Severance Obligations. Seller has furnished to Purchaser true

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and complete copies of the agreements entered into with employees of Seller under the Key Employee Retention Program, including all transition bonus agreements (referred to collectively, as the “KERP Agreements”) prior to the execution and delivery of this Agreement.

“Knowledge” means,

(i) with respect to Purchaser, the actual knowledge on the date hereof of the executive officers of Purchaser upon due inquiry and investigation; and

(ii) with respect to Seller, the actual knowledge on the date hereof of the officers, directors, and certain key employees of the Tower Group set forth on Schedule 1.1(a)(vi) attached hereto who are primarily responsible for the relevant area as to which the representation in which “Knowledge” is used, upon due inquiry and investigation.

“Law” means any federal, state, local or foreign statute, law, ordinance, regulation, rule, code or other requirement of law of a Governmental Authority or any Order.

“Liability” and “Liabilities” means, as to any Person, all Indebtedness, claims of any kind or nature, including contingent or unliquidated claims or any other claims falling within the definition set forth in section 101(5) of the Bankruptcy Code, Interests, commitments, responsibilities and obligations of any kind or nature whatsoever, direct or indirect, absolute or contingent, whether known or unknown and whether or not actually reflected, or required to be reflected, in such Person’s balance sheet or other books and records, including Taxes.

“Marketing Protocol Order” means that Order of the Bankruptcy Court attached hereto as Exhibit C.

“Marsh Financing” means loans made for the sole purpose of financing Seller’s insurance premiums paid for the balance of the current year.

“Material Adverse Effect” means any change, effect, event, occurrence, development, circumstance or state of facts materially adverse to the business, properties, operations, financial condition or results of operations of the Acquired Assets (including the Foreign Entities and their respective businesses), the Assumed Contracts and the Assumed Liabilities of the Tower Group, taken as a whole or which materially impair the ability of Seller to perform its obligations under this Agreement or have a materially adverse effect on or prevent or materially delay the consummation of the transactions contemplated by this Agreement; provided, however, the following shall be excluded from any determinations as to whether a Material Adverse Effect has occurred: any change, effect, event, occurrence, development, circumstance or state of facts in general economic or political conditions, conditions in the United States or worldwide capital markets and any act of terrorism or any outbreak of hostilities or war.

“Net Foreign Financial Indebtedness” means an amount, calculated pursuant to GAAP and using Budgeted Exchange Rates, equal to:

(i) the average daily balance for the thirty (30) calendar days immediately preceding the Closing Date of the Foreign Financial Indebtedness; less

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(ii) the average daily balance for the thirty (30) calendar days immediately preceding the Closing Date of the unrestricted cash on hand of the Foreign Entities. For avoidance of doubt, any restricted cash shall not be deducted for the purposes of clause (ii) of this definition of Net Foreign Financial Indebtedness, which such restricted cash shall include, without limitation, the restricted cash related to that certain Lease Agreement (and related agreements) by and between Tower Automotive, Belgium B.V.B.A. and ABB Credit AB, dated as of December 21, 2001, as amended.

“Order” means any decree, order, injunction, rule, judgment, consent of, or by any Governmental Authority.

“Partial Acquisition” means a transaction pursuant to which Seller agrees to sell or otherwise transfer less than all of the Acquired Assets.

“Permitted Encumbrances” means:

(i) tax liens with respect to Taxes not yet due and payable or post-petition Taxes being contested in good faith;

(ii) interests or title of a third party under or to any Assumed Contract, including as to any Leased Real Property, any Encumbrance, Claim, or Interest affecting the interest of the lessor thereof as it relates to such lessor’s interest in the Leased Real Property;

(iii) nonexclusive licenses of Intellectual Property owned by the Tower Group that have been granted by the Tower Group in the ordinary course of business and any restrictions on conditions to the transfer, assignment or renewal of any licenses of Intellectual Property owned by third parties and licensed to the Tower Group, provided such restrictions were entered into in the ordinary course of business;

(iv) easements, covenants, conditions, rights-of-way, restrictions and other similar charges and Encumbrances, Claims, or Interests not interfering with the ordinary conduct of the business or operations conducted on the particular site;

(v) zoning, entitlement, conservation restriction and other land use and environmental regulations or building codes which are imposed by Governmental Authorities; provided, that none of the foregoing in this clause (v) would have a material adverse effect upon the continued use of the property to which they relate in the conduct of the business or operations as currently conducted thereon;

(vi) such other imperfections or irregularities in title, charges, easements, survey exceptions, leases, subleases, license agreements and other occupancy agreements, reciprocal easement agreements, restrictions and other customary Encumbrances, Claims, and Interests on title to real property; provided, that none of the foregoing in this clause (vi) would have a material adverse effect upon the continued use of the property to which they relate in the conduct of the business or operations currently conducted thereon; and

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(vii) such other imperfections or irregularities in title disclosed to Purchaser on title reports and identified on Schedule 3.20(c) attached hereto; provided, that none of the foregoing in this clause (vii) would have a material adverse effect upon the continued use of the property to which they relate in the conduct of the business or operations currently conducted thereon.

“Person” means any individual, partnership, firm, corporation, association, trust, unincorporated organization, Governmental Authority, joint venture, limited liability company or other entity formed, incorporated or existing pursuant to any Law.

“Plan” means the joint Chapter 11 plan of Seller substantially in the form and substance of Exhibit E attached hereto, with such changes as may be approved by Purchaser in its reasonable discretion.

“Post-Consummation Trust” has the meaning set forth in the Plan.

“Purchase Price” shall mean the sum of the DIP Payment, the Second Lien Payment, the IRB Payment, the Unsecureds Claim Payment, the Unsecureds Fund Payment, the Allowed Secured Claims Payment, the Allowed Administrative Claims Payment, the Allowed Priority Claims Payment, the Cure Amounts Payment, the Indemnification Payment, the Tail Payment and the Escrow Fee Payment.

“Regulated Substance(s)” means any substance, material, compound, pollutant or waste regulated under any Environmental Law including, without limitation, radiation, noise, odors, asbestos, PCBs, petroleum and petroleum containing materials.

“Retiree Benefits Settlements” means the settlements respecting certain “retiree benefits” (within the meaning set forth in section 1114 (a) of the Bankruptcy Code) the material terms of which are reflected on Schedule 1.1(a)(vii), which shall be memorialized in settlement agreements in form and substance reasonably acceptable to Purchaser, as approved by the Bankruptcy Court; provided, however that any deviation from the terms set forth on Schedule 1.1(a)(vii) shall require Purchaser’s approval in its absolute and sole discretion.

“Sale Order” means an Order substantially in the form and substance of Exhibit F attached hereto with such changes as may be approved by Purchaser in its reasonable discretion.

“SEC” means the United States Securities and Exchange Commission.

“Second Lien Loan” means that certain Second Lien Pledge and Security Agreement, dated as of May 24, 2004, by and among R.J. Tower Corporation as borrower, certain guarantors, various lenders and Silver Point Capital Fund LP, as amended, supplemented or otherwise modified from time to time and all instruments, security agreements, guaranties, intercreditor agreements and other documents executed in connection therewith including that certain $155,000,000 synthetic letter of credit facility governed by the Second Lien Loan.

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“Second Lien Noteholders” means, collectively, the financial institutions party to that certain $155,000,000 synthetic letter of credit facility governed by the Second Lien Loan, and all permitted assigns, transferees and successors-in-interest thereto.

“SEC Reports” means, collectively, the Company’s (i) Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2006, June 30, 2006 and March 31, 2006 filed with the SEC on February 27, 2007, September 15, 2006 and August 4, 2006 respectively and (ii) Annual Report on Form 10-K for the year ended December 31, 2005 filed with the SEC on June 27, 2006.

“Seller Employee” means each employee of the Seller employed in the United States.

“Subsidiaries” of a Person means, entities (i) the accounts of which would be consolidated with those of Seller in Seller’s consolidated financial statements if such financial statements were prepared in accordance with GAAP, or (ii) of which securities, membership interests or other equity ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests or more than 50% of the profits or losses of which are owned, controlled or held by Seller or one or more direct or indirect Subsidiaries.

“Tax” or “Taxes” means any federal, state, provincial, local, territorial or foreign income, gross receipts, license, capital, capital gains, payroll, wage, employment, excise, import, severance, stamp, occupation, premium, windfall profits, environmental, including Taxes pursuant to Code §59A, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, ad valorem, registration, value added, goods and services, alternative or add-on minimum, estimated or other tax of any kind whatsoever, whether computed on a separate or consolidated, unitary or combined basis or in any other manner, including any interest, penalty or addition thereto, whether disputed or not and including any obligation to indemnify or otherwise assume or succeed to the Tax Liability of any other Person.

“Tax Return” means any return, declaration, report, claim for refund or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Title Policy” means, one or more owner’s title insurance policies issued by a reputable title insurance company selected by Purchaser and licensed to transact business in the state or jurisdiction in which each Owned Real Property or Leased Real Property is located which policies insure title to a fee simple interest in each Owned Real Property and a leasehold interest in each Leased Real Property, in an amount reasonably satisfactory to Purchaser, and with extended coverage over the general exceptions therein, free of all Encumbrances except Permitted Encumbrances. The Title Policy shall be dated as of the Closing Date and insure title to each Owned Real Property and Leased Real Property and all recorded easements benefiting such parcels and contain such endorsements as Purchaser may reasonably request, in each such circumstance where the endorsement is available.

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“Tower Group” means collectively, the Company and the Company’s Subsidiaries, and a member of the Tower Group refers to any member thereof.

“Transfer Taxes” means all sales, value added, goods and services, excise, multi-stage, retail sales, use and land transfer taxes, stamp duties, stamp duty reserve tax, stamp duty land tax and any other similar taxes, duties, assessments or governmental charges, together with all interest, penalties and additions imposed with respect to such amounts. For avoidance of doubt, Transfer Taxes do not include any Taxes on income, capital gains or other profits, and nothing in this Agreement shall obligate Purchaser to pay any income, capital gains or other profits Taxes arising as a result of the transactions contemplated by this Agreement.

“Treasury Regulations” or “Treas. Regs.” means the regulations promulgated under the Code by the United States Department of the Treasury or the IRS, including temporary regulations.

“Unsecured Creditors Trust” has the meaning set forth in the Plan.

“Working Capital Obligations” means

(a) all current Liabilities of Seller, other than any Liability included in the definition of the Purchase Price and used in the calculation of the Purchase Price paid to, or on behalf of, Seller by Purchaser at the Closing and thereafter;

(i) which are ordinary and customary;

(ii) which are related to the Acquired Assets;

(iii) which would be accrued by Seller as current Liabilities in accordance with GAAP applied on a consistent basis with Seller’s historical accounting practices; and

(iv) which relate to Seller’s operations occurring after February 2, 2005.

(b) Working Capital Obligations (i) to the extent they are postpetition and satisfy clauses (a)(i), (a)(ii), (a)(iii) and (a)(iv) of this definition include, but are not limited to, (A) accounts and trade payables, (B) accrued Taxes of every kind or nature including federal, state, sales and property Taxes and Transfer Taxes, but not any capital gain, income or other Taxes arising from the transactions contemplated hereby; and with respect to Transfer Taxes arising from or related to the transactions contemplated hereby, Working Capital Obligations (and Purchaser’s liability with respect to Transfer Taxes) shall be limited to, and shall not exceed, an amount up to Seven Hundred Fifty Thousand Dollars ($750,000), (C) accrued expenses and (D) accrued compensation related items including sick pay, vacation pay, holiday pay and paid time off obligations, and (ii) shall exclude Indebtedness and professional fees. The Parties also acknowledge that (X) pre-petition secured Tax obligations, including all of the Tax obligations listed on Schedule 1.1(a)(viii), to the extent Allowed, whether or not they are pre-petition, and (Y) the Tax obligations that are Allowed Priority Claims other than Tax claims Allowed under section 507(a)(2) of the Bankruptcy Code and section 503(b) of the Bankruptcy Code, including those listed on Schedule 1.1(a)(ix), to the extent Allowed, are not Working Capital Obligations.

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(c) Notwithstanding anything set forth to the contrary in this Agreement, Working Capital Obligations shall not include any Bankruptcy Related Administrative Claims nor any amount included within the categories making up the Capped Payments included in the Purchase Price Cap.

Section 1.2. Other Defined Terms.

The following terms have the meanings defined for such terms in the Sections set forth below:

Term	Reference
$ or Dollars	Section 9.14
2006 Audited Statements	Section 3.11(c)
365 Motions	Section 5.16
Agreement	Preamble
Allowed Administrative Claims Payment	Section 2.1(a)(vii)
Allowed Priority Claims Payment	Section 2.1(a)(viii)
Allowed Secured Claims Payment	Section 2.1(a)(vi)
Assumed Contract List	Section 5.16
Balance Sheet	Section 3.11(a)(i)
Balance Sheet Date	Section 3.11(a)(i)
Bankruptcy Case	Recitals
Bankruptcy Code	Recitals
Bankruptcy Court	Recitals
Capped Payments	Section 2.1(b)
Change in Control Agreements	Section 3.18(f)
Chapter 11 Cases	Section 5.13
Chapter 5 Claims	Section 1.1
Closing	Section 2.6
Closing Date	Section 2.6
COBRA	Section 3.18(g)
Company	Preamble
Company Disclosure Schedule	Article 3
Cure Amount Payment	Section 2.1(a)(ix)
Deposit	Section 2.5
DIP Payment	Section 2.1(a)(i)
DOJ	Section 5.6(b)
DOL	Section 3.18(c)(vii)
EEOC	Section 3.19(a)(xi)
Electronic Copy	Section 9.11(b)
Employee Plan(s)	Section 3.18(a)(iii)
Escrow Fee Payment	Section 2.1(a)(xii)
Financial Statements	Section 3.11(a)
FIRPTA Affidavit	Section 2.8(g)

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Term	Reference
FTC	Section 5.6(b)
Hired Employees	Section 6.1(b)
Indemnification Payment	Section 2.1(a)(x)
Intellectual Property Assignments	Section 2.8(c)
IRB Payment	Section 2.1(a)(iii)
Leased Real Property	Section 3.20(b)
Listed Intellectual Property	Section 3.21(b)
Management Incentive Plan	Section 6.2
Metalsa	Section 5.1(b)(xiii)
Name Change Filings	Section 5.13
Monthly Representation Report	Section 5.1(a)(v)
Notice Group	Section 5.2(a)(i)
Owned Real Property	Section 3.20(a)
Party(ies)	Preamble
Purchase Price Balance	Section 2.1(e)
Purchase Price Cap	Section 2.1(b)
Purchaser	Preamble
Real Property Lease	Section 3.20(b)
Reorganizations	Section 5.11
Second Lien Fee Claim	Section 2.1(a)(ii)
Second Lien Payment	Section 2.1(a)(ii)
Seller	Preamble
Seller Certificate	Section 7.2(c)
Senior Management	Section 6.2
Subsequent Purchase Price Payment	Section 2.1(e)
Subsequent Purchase Price Payment Notice	Section 2.1(e)
Supplier(s)	Section 3.15
Tail Payment	Section 2.1(a)(xi)
Tail Policy	Section 2.1(a)(xi)
Tax-Qualified Plan	Section 3.18(h)
Termination Date	Section 8.1(c)
Unsecureds Claim Payment	Section 2.1(a)(iv)
Unsecureds Funds Payment	Section 2.1(a)(v)
WARN Act	Section 3.19(a)(i)

ARTICLE 2.

PURCHASE AND SALE

Section 2.1. Transfer of Acquired Assets and Assumption of Assumed Liabilities.

(a) On the terms and conditions contained in, and subject to the terms of, this Agreement, the Sale Order and the Confirmation Order, at the Closing Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase from Seller all of

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Seller’s right, title and interest, as of the Closing, in and to the Acquired Assets and Assumed Contracts, free and clear of any Claims, Interests or Encumbrances other than Permitted Encumbrances. In consideration for the sale and transfer of the Acquired Assets, Purchaser shall assume, pay, perform and discharge when due the Assumed Liabilities and shall pay to or on behalf of Seller as set forth herein, the sum of:

(i) the amount of cash advised by JP Morgan Chase Bank, N.A., in its capacity as agent for the DIP Lenders, in a payoff letter delivered to Seller (but subject to Purchaser’s verification) prior to the Closing, as necessary to repay in full and otherwise satisfy in full all Liabilities of Seller pursuant to the DIP Loan Credit Agreement as of the Closing Date (Seller and Purchaser shall jointly instruct Escrow Agent to pay the Deposit at the Closing as part of the amount due pursuant to this Section 2.1(a)(i) and pursuant to the payoff instructions set forth in the payoff letter delivered by JP Morgan Chase Bank, N.A. to Seller at the Closing) (collectively, the “DIP Payment”); plus

(ii) the amount of cash advised by Silver Point Capital Fund LP, as agent for the Second Lien Noteholders, in a payoff letter delivered to Seller (but subject to Purchaser’s verification) prior to the Closing as necessary to repay in full and otherwise satisfy in full all Liabilities of Seller pursuant to the Second Lien Loan as of the Closing Date; provided, however, notwithstanding the foregoing, subject to Section 2.2 of this Agreement, the amount paid pursuant to this Section 2.1(a)(ii) on account of all nonlegal professional fees owed in respect of the Second Lien Loan shall not exceed Four Million Dollars ($4,000,000) (the “Second Lien Fee Claim”) in the aggregate (collectively, the “Second Lien Payment”); plus

(iii) the amount of cash advised by JP Morgan Trust Company, N.A. or its successors, in a payoff letter delivered to Seller (but subject to Purchaser’s verification) prior to the Closing Date, as necessary to repay in full and otherwise satisfy in full all Liabilities of Seller pursuant to the Industrial Revenue Bonds; provided, however, if (A) Purchaser is permitted to assume the Industrial Revenue Bonds pursuant to the terms of the Industrial Revenue Bonds, (B) at least ten (10) Business Days prior to the Closing, Purchaser provides Seller written notice of its intention to assume the Industrial Revenue Bonds, (C) prior to the Closing, Purchaser satisfies all requirements necessary to allow Purchaser to assume such Industrial Revenue Bonds including replacing any letters of credit securing the Industrial Revenue Bonds, if required by the Industrial Revenue Bond holders, and (D) at the Closing, Purchaser effectively assumes all of Seller’s Liability under the Industrial Revenue Bonds, then no amount shall be payable to Seller pursuant to this Section 2.1(a)(iii) (the “IRB Payment”); plus

(iv) Ten Million Dollars ($10,000,000), which amount shall be paid to the Unsecured Creditors Trust for distribution by the Unsecured Creditors Trust pursuant to the Plan, (the “Unsecureds Claim Payment”); plus

(v) Two Million Dollars ($2,000,000), which amount shall be paid pursuant to the Plan to the Unsecured Creditors Trust to fund the costs associated with administering the Unsecured Creditors Trust, including the prosecution of the avoidance claims or causes of action set forth on Schedule 1.1(a)(ii) attached hereto (the “Unsecureds Funds Payment”); plus

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(vi) the amount of cash necessary to repay in full and otherwise satisfy in full the Allowed Secured Claims, other than claims pursuant to the DIP Loan Credit Agreement, the Second Lien Loan and the Industrial Revenue Bonds (the “Allowed Secured Claims Payment”); plus

(vii) the amount of cash necessary to repay in full and otherwise satisfy in full the Bankruptcy Related Administrative Claims (the “Allowed Administrative Claims Payment”); plus

(viii) the amount of cash necessary to repay in full and otherwise satisfy in full all Allowed Priority Claims (the “Allowed Priority Claims Payment”); plus

(ix) the amount of cash necessary to pay in full and otherwise satisfy in full the Cure Amounts (the “Cure Amount Payment”); plus

(x) Two Million Dollars ($2,000,000), which amount is intended to be used by Seller pursuant to the Plan to reserve against directors’ and officers’ indemnification claims against Seller (the “Indemnification Payment”); plus

(xi) an amount up to, but not exceeding, Four Million Dollars ($4,000,000) paid (or to be paid simultaneously with the Closing) (the “Tail Payment”) to Seller to obtain and fully pay for a “tail” insurance policy or policies with a claims period of at least six (6) years from the Closing Date from an insurance carrier or insurance carriers with approximately equivalent credit rating as Seller’s current insurance carrier (the “Tail Policy”), which Tail Policy shall be from an insurer, contain terms and provisions and otherwise be satisfactory to Purchaser in its reasonable discretion, with respect to directors’ and officers’ liability insurance in an amount and scope substantially as favorable as Seller’s existing policies with respect to matters existing or occurring at or prior to the Closing Date; plus

(xii) Three Thousand Dollars ($3,000) for fees pursuant to the Escrow Agreement (the “Escrow Fee Payment”).

(b) Notwithstanding the actual aggregate amount of the Allowed Secured Claims Payment, the Allowed Administrative Claim Payment, the Allowed Priority Claim Payment, the Cure Amount Payment, the Indemnification Payment, and the Tail Payment (all such payments collectively referred to as the “Capped Payments”), under no circumstances shall Purchaser be required to pay more than Seventy Million Dollars ($70,000,000) (the “Purchase Price Cap”) in respect of such Capped Payments.

(c) At the Closing, Purchaser shall cause to be paid, (W) to Seller or, at Purchaser’s election, directly to the DIP Lenders, the Second Lien Loan lenders and the Industrial Revenue Bond holders, as the case may be, on behalf of Seller, by wire transfer of immediately available funds, the DIP Payment, the Second Lien Payment and the IRB Payment (if necessary), (X) to the Unsecured Creditors Trust, the Unsecureds Claim Payment and the

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Unsecureds Funds Payment, (Y) to Seller (or if established the Post-Consummation Trust) Thirty Five Million Dollars ($35,000,000) on account of the Capped Payments for payment pursuant to the Plan and (Z) to Seller the Escrow Fee Payment.

(d) Seller or the Post-Consummation Trust, as the case may be, shall have the right, subject to the provisions of the Plan, beginning thirty (30) days after the Closing Date and continuing until the Capped Payments Bar Date, to request, by delivering Subsequent Purchase Price Payment Notices, that Purchaser deliver Subsequent Purchase Price Payments, up to the Purchase Price Balance, in an amount necessary for Seller or the Post-Consummation Trust, as the case may be, to maintain a balance of Ten Million Dollars ($10,000,000) on account of the Capped Payments; provided, however, that other than in respect of the last Subsequent Purchase Price Payment Notice, no Subsequent Purchase Price Payment Notice may be for an amount less than Two Million Dollars ($2,000,000) irrespective of whether such minimum request amount would cause Seller or the Post-Consummation Trust, as the case may be, to then maintain a balance of less than Ten Million Dollars ($10,000,000) on account of the Capped Payments for any period of time. The first such Subsequent Purchase Price Payment Notice shall require five (5) calendar days advance notice and all other Subsequent Purchase Price Payment Notices shall require fifteen (15) calendar days advance notice.

(e) For the purposes of this Agreement, a “Subsequent Purchase Price Payment Notice” shall be a written notice executed by an authorized representative of Seller or the Post-Consummation Trust, as the case may be, and shall include (i) a request for payment of a specific dollar amount, (ii) an itemized summary by claim of all payments of amounts on account of Allowed claims within the categories of Capped Payments since the date of the last Subsequent Purchase Price Payment Notice and (iii) a statement as to the amount then on deposit with Seller or the Post-Consummation Trust, as the case may be. Each payment made by Purchaser to Seller or the Post-Consummation Trust, as the case may be, pursuant to the terms of Section 2.1(d) shall be deemed a “Subsequent Purchase Price Payment”, and such payments shall be paid by wire transfer of immediately available funds. For the purposes of this Agreement, at any point in time the “Purchase Price Balance” shall mean the amount of cash equal to Thirty Five Million Dollars ($35,000,000), less the sum of all Subsequent Purchase Price Payments. Notwithstanding anything set forth herein, aggregate payments pursuant to Section 2.1(c)(y) and Sections 2.1(d) and (e) may not exceed the Purchase Price Cap, and under no circumstances shall Purchaser be required or requested to pay more than Seventy Million Dollars ($70,000,000) toward the Capped Payments.

(f) Seller or the Post-Consummation Trust, as the case may be, shall notify Purchaser a reasonable time prior to making any Capped Payments.

(g) In the event Seller or the Post-Consummation Trust, as the case may be, receives any amount from Purchaser in respect of Capped Payments pursuant to Section 2.1(c)(y) and (y) and Sections 2.1(d) and (e), which amounts are no longer required for the payment of Capped Payments, Seller or the Post-Consummation Trust, as the case may be, shall promptly return all such amounts to Purchaser together with all interest accrued thereon. Similarly, not later than the fifth (5^th) Business Day following the Capped Payments Bar Date, Seller or the Post-Consummation Trust, as the case may be, shall promptly return all such amounts then being held by Seller or the Post-Confirmation Trust, as the case may be, to

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Purchaser by wire transfer of immediately available funds to an account designated by Purchaser. Seller or the Post-Consummation Trust, as the case may be, shall, upon Purchaser’s reasonable request provide such information as Purchaser may request, from time to time, respecting the amount paid in respect of the Capped Payments, the balance still held by or on behalf of Seller or the Post-Consummation Trust, as the case may be, or the amounts yet to be paid to holders of claims within the categories of Capped Payments. Seller or the Post-Consummation Trust, as the case may be, shall notify Purchaser at such time as there are no further pending claims within the categories of Capped Payments.

(h) Upon Purchaser’s sale of all or substantially all of its assets prior to the satisfaction or termination of its obligations herein respecting Capped Payments, Purchaser shall either cause the buyer in such transaction to assume the Purchaser’s obligations under Sections 2.1(d) through (g), pay to Seller or the Post-Consummation Trust, as the case may be, an amount equal to the Purchase Price Balance, or provide reasonably adequate assurance of such payment with a letter of credit, but any such payment shall not be deemed a waiver of any of Purchaser’s rights under Sections 2.1(d), (e), (f) or (g) including, without limitation, the right potentially to receive back amounts pursuant to Section 2.1(g).

(i) Provided the Sale Order is entered by the Bankruptcy Court and subject to the terms thereof, Seller shall sell, transfer, assign, convey and deliver to Purchaser all of Seller’s right, title and interest in, to and under the Acquired Assets and Assumed Contracts free and clear of all Claims, Interests or Encumbrances (other than Permitted Encumbrances).

Section 2.2. Right to Contest Claims. Purchaser may object and contest any filed or submitted Bankruptcy Case Claims and Second Lien Fee Claim pursuant to, among other sections, sections 105, 363 and 365 of the Bankruptcy Code (except no objection may be made to the KERP (subject to the dollar limitation provided herein), the Indemnification Payment, the Three Million Five Hundred Thousand Dollar ($3,500,000) payment due in respect of the amounts owed to the Milwaukee unions as described in the definition of Bankruptcy Related Administrative Claim clause (d) or with respect to the fees owed to the professionals identified in an e-mail, dated May 1, 2007, sent from Seller’s counsel to Purchaser’s counsel and received at 2:47 A.M., ET, whose fees are all subject to the approval of the Bankruptcy Court (which e-mail indicated the name of the professional, the party represented, and the nature of the services performed)). Purchaser shall have no obligation to pay any Capped Payment or any portion of the Second Lien Fee Claim unless and until such claim is Allowed by the Bankruptcy Court.

Section 2.3. Excluded Liabilities. Except for the assumption of the Assumed Liabilities, Purchaser does not, and shall not, assume or pay any Excluded Liabilities. For avoidance of doubt, the Tower Group will not discharge or otherwise satisfy any Liabilities (including the Indebtedness) of the Foreign Entities in connection with the transactions contemplated hereby, and following the Closing, the Foreign Entities shall have all the Liabilities of the Foreign Entities immediately prior to the Closing.

Section 2.4. Allocation of Purchase Price. Purchaser shall prepare an allocation of the Purchase Price, and all other capitalized costs, among the Acquired Assets in accordance with Code §1060 and the Treasury Regulations thereunder, and any similar provision of state, provincial, local, territorial or foreign law, as appropriate. Purchaser shall deliver such allocation

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to Seller as promptly as practicable after the Closing Date. Promptly following receipt thereof, Seller may discuss with Purchaser and Purchaser shall consider, in good faith, any potential changes to such allocation that would result in a material decrease in state or local income Tax Liability of Seller while not resulting in a meaningful current or future increase in the income Tax Liability of Purchaser. Thereafter, Purchaser shall deliver a final allocation to Seller, which final allocation shall be binding upon Seller. Purchaser and Seller and their respective Affiliates shall report, act and file Tax Returns, including, but not limited to IRS Form 8594, in all respects and for all purposes consistent with such final allocation prepared by Purchaser. Seller shall timely and properly prepare, execute, file and deliver all such documents, forms and other information as Purchaser may reasonably request to prepare such allocation. Neither Purchaser nor Seller shall take any position, whether in audits, Tax Returns or otherwise, that is inconsistent with such final allocation unless required to do so by applicable law.

Section 2.5. Deposit.

Not later than the date that is three (3) Business Days next following the date hereof, Purchaser shall deposit with the Escrow Agent, pursuant to the terms of the Escrow Agreement, Twenty Five Million Dollars ($25,000,000) by wire transfer of immediately available funds (collectively, with any accrued interest thereon, the “Deposit”), which Deposit shall be held and released in accordance with the provisions of the Escrow Agreement and the other provisions contained herein. Provided that the transactions contemplated hereby are consummated, the Deposit shall be paid to the DIP Lenders at the Closing as more fully set forth in Section 2.1(a)(i) of this Agreement.

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Section 2.6. Closing. Upon the terms and subject to the conditions of this Agreement, the consummation of the transactions contemplated by this Agreement shall take place at a closing (the “Closing”) to be held at the offices of Kirkland & Ellis LLP, 153 East 53rd Street, New York, New York at 9:00 a.m., Eastern Standard Time, on July 31, 2007 or if mutually agreed upon in writing by Purchaser and Seller the second (2nd) Business Day following, but not including, the date on which the last of the conditions set forth in Article 7 are satisfied or waived, other than those conditions that by their nature are to be satisfied at the Closing, but subject to fulfillment or waiver of such conditions, or at such other place or at such other time or on such other date as the Parties may mutually agree upon in writing. The day on which the Closing takes place shall be deemed the “Closing Date.”

Section 2.7. Letters of Credit. Subject to Section 2.1(a)(iii), at the Closing, Purchaser will cause to be posted letters of credit in substitution for the letters of credit identified in Schedule 3.2(b) attached hereto. To the extent the Industrial Revenue Bonds are repaid and not assumed, Purchaser shall have no obligation to replace the letters of credit in respect of the Industrial Revenue Bonds.

Section 2.8. Closing Deliveries by Seller.

At the Closing, Seller shall deliver to Purchaser:

(a) one or more Assignment and Assumption Agreements duly executed by Seller in favor of Purchaser and/or one or more of its assignees as requested by Purchaser;

(b) one or more Bills of Sale duly executed by Seller in favor of Purchaser and/or one or more of its assignees as requested by Purchaser;

(c) one or more assignments of the registrations and applications for registration of the Listed Intellectual Property, for recording in the United States Patent and Trademark Office or the United States Copyright Office or similar office in a foreign jurisdiction, if any, as reasonably requested by Purchaser in writing at least five (5) Business Days prior to the Closing (collectively, the “Intellectual Property Assignments”);

(d) the certificates representing all of the issued and outstanding shares of capital stock or other similar instruments representing the equity that constitutes a portion of the Acquired Assets of a Tower Group entity being acquired hereunder; except for each Seller entity, duly endorsed in blank or accompanied by duly executed stock powers, with appropriate transfer stamps, if any, or notarial certificate affixed thereto;

(e) notarial or other deeds of transfer, or other similar instruments, to effect the transfer, sale or assignment of the stock, limited liability company interests, partnership interests or any other equity interests of Foreign Entities being acquired hereunder, if reasonably requested by Purchaser in writing at least twenty (20) calendar days prior to the Closing;

(f) the Seller Certificate required to be delivered pursuant to Section 7.2(c);

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(g) any other document reasonably requested by Purchaser in writing at least five (5) Business Days prior to the Closing and necessary to effectuate the transfer of the Acquired Assets or the Assumed Contracts from Seller to Purchaser, including, without limitation, Transfer Tax returns, vehicle titles, licenses, Environmental Permits (to the extent transferable), duly executed real estate deeds and other similar or collateral documents for each of Seller’s Owned Real Property in form acceptable for recording in the jurisdiction where the respective Owned Real Property is located and an affidavit in form and substance required under the Treasury Regulations issued pursuant to Code §1445 stating that no Seller entity is a “Foreign Person” as defined in Code §1445 (the “FIRPTA Affidavit”);

(h) any customary affidavits, undertakings and title clearance documents reasonably requested by Purchaser in writing at least twenty (20) calendar days prior to the Closing and necessary for Purchaser to obtain the Title Policy; provided that none of the foregoing shall require the payment of money, the placement of any funds in escrow, or the pledge of any other collateral by Seller;

(i) the Name Change Filings as more fully set forth in Section 5.13 of this Agreement; and

(j) the Sale Order and the Confirmation Order entered by the Bankruptcy Court.

Section 2.9. Closing Deliveries by Purchaser. At the Closing, Purchaser shall deliver to or on behalf of Seller:

(a) the portion of the Purchase Price to be delivered at Closing as provided herein;

(b) the Assignment and Assumption Agreement duly executed by Purchaser;

(c) the Bill of Sale duly executed by Purchaser;

(d) the Intellectual Property Assignments duly executed by Purchaser;

(e) Purchaser Certificate required to be delivered pursuant to Section 7.3(d) of this Agreement;

(f) certified copies of the resolutions of Purchaser’s board of directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby; and

(g) subject to Section 2.1(a)(iii), evidence reasonably satisfactory to Seller that Purchaser has posted any letters of credit required pursuant to Section 2.7 hereof.

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ARTICLE 3.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth on the disclosure schedules delivered by Seller to Purchaser on or prior to the execution of this Agreement (each a “Schedule” and together, the “Company Disclosure Schedule”), the Company hereby represents and warrants to Purchaser that:

Section 3.1. Organization.

(a) Each of the Company and the Company Subsidiaries is duly organized, validly existing and in good standing under the Laws of its respective jurisdiction and organization and has, subject to the necessary authority from the Bankruptcy Court, the requisite corporate or similar power and authority to own or lease its properties and to carry on its business as presently conducted and is duly qualified to do business and is in good standing, where such concept exists, as a foreign corporation in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, except where the failure to be so organized, qualified or in good standing or have such power or authority would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(b) The entities set forth on Schedule 3.1(b) are the only Subsidiaries of the Company. Schedule 3.1(b) sets forth (i) the name and jurisdiction of incorporation of each Foreign Entity, (ii) if applicable, the total number of shares of each class of capital stock of each Foreign Entity authorized and the number of shares outstanding and the number of shares owned by the Tower Group and the specific Tower Group entity which is the owner and (iii) a complete list of the directors and officers of each Foreign Entity. All of the issued and outstanding shares of capital stock or similar instrument representing the equity interest of each Foreign Entity has been duly and validly authorized and issued and are fully paid, non-assessable and free of preemptive rights. None of the outstanding shares of capital stock of such Foreign Entity has been issued in violation of the preemptive rights of any stockholder of such entity. The shares of capital stock or similar instruments of such entity were issued in material compliance with all applicable Laws.

(c) Except as set forth in Schedule 3.1(c), there are no existing agreements, subscriptions, options, warrants, calls, commitments, trusts, voting or otherwise, or rights of any kind whatsoever granting to any Person any interest in or the right to purchase or otherwise acquire from any Foreign Entity or from any Seller in respect of any Foreign Entity, at any time, or upon the occurrence of any stated event, any shares of capital stock of or equity interest in any such Foreign Entity, whether or not presently issued or outstanding, nor are there any outstanding shares of capital stock of or equity interests in any such Foreign Entity or any other entity which are convertible into or exchangeable for other shares of capital stock of or equity interests in any Foreign Entity nor are there any agreements, subscriptions, options, warrants, calls, commitments or rights of any kind granting to any Person any interest in or the right to purchase or otherwise acquire from any such member of the Tower Group or any other Person any shares of capital stock or equity interests so convertible or exchangeable, nor are there any proxies, agreements or understandings with respect to the voting of the shares of capital stock of or equity interests in any Foreign Entity.

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(d) Seller has made available or delivered to Purchaser true and complete copies of the organizational documents of each member of the Tower Group.

Section 3.2. Bank Accounts; Letters of Credit.

(a) Schedule 3.2(a) lists substantially all current material bank accounts, lock boxes and safe deposit boxes relating to the business and operations of each Foreign Entity (with such Schedule to be amended a reasonable time prior to Closing to list all such accounts), including the name of the bank or other institution where such account or box is located and the name of each authorized signatory thereto.

(b) Schedule 3.2(b) sets forth all outstanding letters of credit issued by financial institutions for the account of the Tower Group, setting forth, in each case, the financial institution issuing such letter of credit, the maximum amount available under such letter of credit, the terms, including the expiration date, of such letter of credit and the party or parties in whose favor such letter of credit was issued.

Section 3.3. Affiliate Transactions. Except (a) for matters described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 filed with the SEC and (b) for compensation paid or payable by the Tower Group to bona fide employees of the Tower Group in the ordinary course of business and consistent with past practice, no current or former officer or director of the Tower Group nor any of their respective relatives or spouses, is now, or has been during the last two (2) years, (X) a party to any transaction or contract with the Tower Group or any of their respective employees or Affiliates, (Y) the direct or indirect owner of a material interest in any Person which is a present or potential competitor, supplier or customer of the Tower Group (other than non-affiliated holdings in publicly-held companies) or (Z) a recipient of any material benefit or material payment from the Tower Group. Except as set forth on Schedule 3.3 or in respect of any obligation to indemnify any officer or director of the Tower Group pursuant to any certificate of incorporation, by-law or similar document, or in any employment agreement identified in the Schedules to this Agreement, the Tower Group is not a guarantor or otherwise directly or indirectly liable for any actual or potential Liability of any of its officers, directors or employees other than members of the Tower Group.

Section 3.4. Insurance. To Seller’s Knowledge, Schedule 3.4 sets forth a list and brief description of the material policies of insurance currently maintained, owned or held by the Tower Group. Each member of the Tower Group has complied in all material respects with each such insurance policy to which it is a party and has not failed to give any notice or present any claim thereunder in a due and timely manner. Except as disclosed in Schedule 3.4, the full policy limits (subject to deductibles provided in such policies) are available and unimpaired under each such policy and, to Seller’s Knowledge, no insurer under any of such policies has a basis to void such policy on grounds of nondisclosure on the part of any member of the Tower Group thereunder. Each such policy is in full force and effect and to Seller’s Knowledge, will not in any way be affected by, or terminate or lapse by reason of, the transactions contemplated by this Agreement. All premiums with respect to such policies have been paid in full and on time (it being understood that the premiums for the current year have been financed under the Marsh Financing and that regular payments remain due on the financed premiums, but that all

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such payments due prior to the date hereof have been paid when due). No reservation of rights letters with respect to Acquired Assets, Assumed Liabilities or other matters for which Purchaser may have responsibility after the Closing have been issued by any insurance carrier. A reasonable time prior to the Auction, Seller shall use commercially reasonable efforts to supplement Schedule 3.4 to provide information with respect to all insurance policies currently maintained including nature of coverage, limits, deductibles, and premiums, and all insurance policies maintained, owned or held by the Tower Group within the past two (2) years.

(b) Schedule 3.4 also shows a good faith estimate of the Seller’s workers compensation claims and the letters of credit securing such claims. The letters of credit securing the Seller’s workers compensation Liabilities exceed such good faith estimate.

Section 3.5. Accounts Receivable, Inventory and Accounts Payable.

(a) Except as set forth in the Financial Statements, to Seller’s Knowledge, all accounts receivable of the Tower Group:

(i) have arisen from bona fide transactions by the Tower Group in the ordinary course of its business and represent and will represent bona fide claims against debtors for sales and other charges.

(b) Except as set forth in the Financial Statements, to Seller’s Knowledge, the inventories of the Tower Group are:

(i) properly included in all material respects in the Financial Statements in accordance with GAAP; and

(ii) are of such quality as to be useable and salable in all material respects in the ordinary course of business.

(c) Except as set forth in Schedule 3.5(c), the Tower Group has no accounts payable that are more than ninety (90) days past due.

Section 3.6. Export Control Laws. Except as set forth on Schedule 3.6 attached hereto, since January 1, 2005, to Seller’s Knowledge, each member of the Tower Group has conducted its export transactions material compliance with the Export Administration Act and implementing Export Administration Regulations except as would not reasonably be expected to result in Liability to Purchaser in excess of Two Million Dollars ($2,000,000). Without limiting the foregoing, since January 1, 2005, to Seller’s Knowledge, except as would not reasonably be expected to result in Liability to Purchaser in excess of Two Million Dollars ($2,000,000):

(a) Each member of the Tower Group has obtained all material export licenses and other material approvals required for its exports of products, software and technologies from the United States and in case of a Foreign Entity, from the state where such Foreign Entity is incorporated or has its domicile or registered seat or principal place of business;

(b) Each member of the Tower Group is in material compliance with the terms of all applicable material export licenses or other approvals;

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(c) There are no pending or threatened Claims against any member of the Tower Group with respect to such material export licenses or other material approvals;

(d) There are no actions, conditions or circumstances pertaining to the Tower Group’s export transactions that may reasonably be anticipated to give rise to any future Claims; and

(e) To Seller’s Knowledge, no consents or approvals for the transfer of export licenses to Purchaser are required, or such consents and approvals can be obtained expeditiously without material cost.

Section 3.7. Certain Payments. Except as set forth on Schedule 3.7 attached hereto, since January 1, 2005, to Seller’s Knowledge, no member of the Tower Group, any officer, any director of the Tower Group, or, to Seller’s Knowledge, any employee, agent or other Person acting on behalf of the Tower Group has, directly or indirectly, given or agreed to unlawfully give any material amount of money by way of gift, contribution or rebate, or given or agreed to give any bribe, payoff, influence payment, kickback or similar benefit, other than legal price concessions to customers in the ordinary course of business, to any customer, supplier, employee or agent of a customer or supplier, or official or employee of any Governmental Authority or other Person who was, is, or may be in a position to help or hinder the business of the Tower Group, or assist in connection with any actual or proposed transaction.

Section 3.8. Authority; Enforceability. Subject to the Bankruptcy Court’s entry of the Sale Order, Seller has all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. Subject to the Bankruptcy Court’s entry of the Sale Order, the execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements and the consummation by Seller of the transactions contemplated hereby and thereby, has been duly and validly authorized by all necessary corporate action on the part of Seller and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by Seller and, subject to the Bankruptcy Court’s entry of the Sale Order, assuming due authorization, execution and delivery of this Agreement by Purchaser, constitutes a legal, valid and binding agreement of Seller, enforceable against Seller in accordance with its terms.

Section 3.9. No Conflicts or Violations; Consents.

(a) Except as set forth in Schedule 3.9 and assuming entry of the Sale Order, neither the execution, delivery or performance by Seller of this Agreement, nor the consummation of the transactions contemplated hereby and thereby shall:

(i) conflict with, or result in a breach or a violation of, any provision of the certificate of incorporation or bylaws or other organizational documents of any member of the Tower Group; and

(ii) constitute, with or without notice or the passage of time or both, a breach, violation or default, create any material Liability or any Encumbrance, other than

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Permitted Encumbrances, (A) under any Law applicable to or binding on any member of the Tower Group or any of their respective properties or assets, or (B) under any joint venture, operating, partnership or shareholder agreement with respect to any Foreign Entity, or (C) give rise to any right of termination, modification, cancellation, suspension, limitation or revocation under any license or permit or Governmental Authority filing to which any member of the Tower Group is subject or by which any of their respective properties or assets, including the Acquired Assets or Assumed Contracts, is bound, except in the case of those breaches, violations, defaults or rights of termination, modification, cancellation, prepayment, suspension, revocation or acceleration that are excused by or are unenforceable as a result of the Bankruptcy Case or the applicability of the Bankruptcy Code, but only to the extent such excuse, lack of enforceability or application of the Bankruptcy Code will continue to apply in favor of Purchaser following the Closing.

Section 3.10. Title to Assets and Location of Assets. Except as set forth on Schedule 3.10, Seller has good and marketable title to each of the Acquired Assets owned by such Seller, free and clear of any Claims, Interests or Encumbrances other than Permitted Encumbrances and Encumbrances which are (a) in favor of Persons to be listed no later than May 18, 2007 on Schedule 3.10 (with name, address and telephone number) and (b) that will be released or otherwise removed upon the Closing if the Sale Order is entered by the Bankruptcy Court. The Foreign Entities have good and marketable title, to their respective assets owned by such Foreign Entities, to Seller’s Knowledge, free and clear of any Claims, Interests or Encumbrances, other than Permitted Encumbrances.

Section 3.11. Financial Information.

(a) Schedule 3.11(a) attached hereto contains copies of the following financial statements of the Tower Group (collectively, the “Financial Statements”):

(i) the historical unaudited consolidated balance sheet (the “Balance Sheet”) as of December 31, 2006 (the “Balance Sheet Date”);

(ii) the historical unaudited consolidated statements of cash flow and operating income for the year ended on the Balance Sheet Date; and

(iii) the historical audited consolidated balance sheet as of December 31, 2005 and (iv) the audited consolidated statements of cash flow and operating income for the fiscal year ended December 31, 2005.

(b) The Financial Statements, subject, in the case of unaudited financial statements, to year end audit adjustments and the absence of full footnote disclosure:

(i) present fairly in all material respects the consolidated financial condition and results of operations of the Tower Group as of the dates thereof or for the periods covered thereby;

(ii) have been prepared in all material respects in accordance with GAAP applied on a consistent basis for the periods involved, except as may be indicated in the notes thereto; and

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(iii) have been prepared in all material respects in accordance with Regulation S-X as promulgated pursuant to the Exchange Act.

(c) As more fully set forth in Section 8.1(g)(vii) of this Agreement, Seller’s 2006 Audited Financial Statements (the “2006 Audited Statements”) shall be delivered prior to the Closing. The 2006 Audited Statements, when delivered to Purchaser shall (i) present fairly in all material respects the consolidated financial condition and results of operations of the Tower Group as of the dates thereof or for the periods covered thereby and (ii) have been prepared in all material respects in accordance with GAAP applied on a consistent basis for the periods involved, except as may be indicated in the notes thereto, and in accordance with Regulation S-X.

(d) To Seller’s Knowledge, on the date of their filing, no SEC Report (i) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (ii) failed to comply in all material respects with the applicable requirements of the Exchange Act.

Section 3.12. No Undisclosed Liabilities. To Seller’s Knowledge, except as disclosed on Schedule 3.12 attached hereto, no member of the Tower Group has any Liabilities or obligations, except Liabilities that (i) are accrued or reserved against in the Financial Statements or are reflected in the notes thereto, (ii) are incurred pursuant to the transactions contemplated by this Agreement, (iii) have been discharged or paid in full prior to the date of this Agreement in the ordinary course of business, (iv) were incurred in the ordinary course of business since the Balance Sheet Date, or (v) are not individually in excess of Two Million Dollars ($2,000,000) or in excess of Five Million Dollars ($5,000,000) in the aggregate.

Section 3.13. Absence of Certain Changes or Events. Since the Balance Sheet Date, and except as contemplated by this Agreement, the Tower Group has conducted its business in the ordinary course consistent with past practice. Without limiting the generality of the foregoing, except as set forth in Schedule 3.13 attached hereto, since the Balance Sheet Date, the Tower Group has not:

(a) suffered any material damage, destruction or casualty loss, whether or not covered by insurance, or condemnation taking;

(b) entered into any material employment or consulting contract or commitment, whether oral or written, which is not terminable within ninety (90) days after written notice, or material compensation arrangement or employee benefit plan, or changed or committed to change, including any change pursuant to any bonus, pension, profit-sharing or other plan, commitment, policy or arrangement, the compensation payable or to become payable to any of its officers, directors, employees, agents or consultants, who, in each case, are paid in the aggregate over Five Hundred Thousand Dollars ($500,000) per annum, or made any pension, retirement, profit-sharing, bonus or other employee welfare or benefit payment or contribution other than payments or contributions required by the governing documents of the foregoing or terminated any officer or other senior employee;

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(c) other than pursuant to the transactions contemplated hereby or otherwise relating to the Bankruptcy Case, canceled any debts or waived any rights other than in the ordinary course of business;

(d) sold, transferred or otherwise disposed of any of its material properties or assets, except in the ordinary course of business;

(e) terminated or suffered the termination of any material contract other than in the ordinary course of business; or

(f) agreed in writing to take any action set forth in this Section 3.13.

Section 3.14. Contracts.

(a) Except as set forth on Schedule 3.14(a) attached hereto (or with respect to the KERP Liability, as separately disclosed to Purchaser), no member of the Tower Group is a party to:

(i) any employment, consulting, independent contractor, retention, change in control, stay bonus, or severance contract involving either annual consideration of more than Five Hundred Thousand Dollars ($500,000) or payments which when aggregated with annual consideration would exceed Five Hundred Thousand Dollars ($500,000);

(ii) any Change in Control Agreements;

(iii) any contract approved by the Bankruptcy Court or involving consideration that is reasonably likely during the twelve (12) month period following the Closing to require payments or have anticipated receipts in excess of Two Million Dollars ($2,000,000), and excluding those purchase orders entered into in the ordinary course of business;

(iv) any contract that provides for a right of first offer, right of first refusal, right of last offer, or exclusivity in favor of any party with respect to the Acquired Assets or the Assumed Contracts other than the Tower Group;

(v) any joint venture or partnership contract;

(vi) any noncompete or nonsolicitation or similar contract that materially restricts the conduct of business of the Tower Group in any geographic area;

(vii) any contract for the purchase or sale of any business under which the Tower Group has any continuing performance or indemnification obligations;

(viii) to Seller’s Knowledge, other than licenses of commercially available off-the-shelf shrinkwrap or click-wrap software, material agreements relating to the licensing of any Intellectual Property to or from third parties;

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(ix) any contract that is a requirements contract for the providing of any goods or services to the Tower Group; or

(x) any other contract the absence of which would result in a Material Adverse Effect.

(b) Seller has entered into accommodations with certain of its customers as set forth on Schedule 3.14(b) attached hereto.

(c) As of the date which is three (3) Business Days prior to the date hereof, the outstanding balance of each of (i) the DIP Loan Credit Agreement, (ii) the Second Lien Loan, and (iii) the Industrial Revenue Bonds are as set forth on Schedule 3.14(c) attached hereto.

(d) Subject to the Bankruptcy Court’s entry of the Sale Order, to Seller’s Knowledge, all of the Assumed Contracts required to be set forth on Schedule 3.14(a) and the contracts of the Foreign Entities required to be set forth on Schedule 3.14(a) are valid, binding and enforceable in accordance with their respective terms, except as designated on Schedule 3.14(d) attached hereto and, with respect to those contracts of the Foreign Entities required to be set forth on Schedule 3.14(a), except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) applicable equitable principles (whether considered in a proceeding at law or in equity).

(e) Except for those defaults that will be cured if the Sale Order is entered by the Bankruptcy Court, or that need not be cured under the Bankruptcy Code to permit the assignment and assumption of the Assumed Contracts required to be set forth on Schedule 3.14(a) (i) the Tower Group is not, and, to Seller’s Knowledge, other than as set forth in Schedule 3.14(e), no other party is, in violation, breach of or default under the Assumed Contracts required to be set forth on Schedule 3.14(a) and the contracts of the Foreign Entities required to be set forth on Schedule 3.14(a), (ii) the Tower Group has, to Seller’s Knowledge, not received any written notice or claim of default under the Assumed Contracts or the contracts of the Foreign Entities required to be set forth on Schedule 3.14(a), and (iii) to Seller’s Knowledge, no event has occurred that, with or without notice or lapse of time or both, would result in a breach or a default under the Assumed Contracts and the contracts of the Foreign Entities required to be set forth on Schedule 3.14(a).

(f) Schedule 3.14(f) attached hereto contains a true, accurate and complete itemized statement, as of the date which is five (5) Business Days prior to the date hereof, of all Foreign Financial Indebtedness, and to Seller’s Knowledge, all other Indebtedness in excess of Two Million Dollars ($2,000,000) of the Foreign Entities translated to United States Dollars using the Budgeted Exchange Rates.

(g) Schedule 3.14(g) attached hereto contains a true, accurate and complete itemized statement, as of the date which is five (5) Business Days prior to the date hereof, of all material unrestricted cash balances of the Foreign Entities translated to United States Dollars using the Budgeted Exchange Rates.

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(h) Schedule 3.14(h) attached hereto contains a true, accurate and complete itemized statement as to the date which is five (5) Business Days prior to the date hereof, of all Indebtedness of the Tower Group, with the exception of the Foreign Entities, and excluding any pre-petition unsecured Indebtedness.

(i) Schedule 3.14(i) attached hereto contains a true, accurate and complete itemized statement, as of the date which is five (5) Business Days prior to the date hereof, of all material unrestricted cash balances of the Tower Group with the exception of the Foreign Entities.

Section 3.15. Suppliers.

Schedule 3.15(a) attached hereto sets forth a list of the ten (10) largest suppliers (the “Suppliers”) of the Tower Group in terms of purchases during the fiscal year ended December 31, 2006. Except as set forth on Schedule 3.15(b) and other than with respect to notifications which have since been resolved, to Seller’s Knowledge, no Supplier has notified or otherwise indicated to the Tower Group that it will stop, or decrease the rate of, or, other than publicly announced generally applicable price increases, materially increase the cost of, its supply of materials, products or services used by the Tower Group, and no Supplier has, during 2007, ceased, materially decreased the rate of or materially raised the cost of, any such materials, products or services.

Section 3.16. Compliance with Law. Except as to matters which would not reasonably be expected to result in Liability to Purchaser in excess of Five Million Dollars ($5,000,000) in the aggregate:

(a) Except as set forth on Schedule 3.16 attached hereto or as would not reasonably be expected to result in Liability to Purchaser, to Seller’s Knowledge, the Tower Group is not in violation, in any material respect, of any Law or Order relating to the operation of its business and ownership of the Acquired Assets.

(b) Except as set forth on Schedule 3.16, to Seller’s Knowledge, the Tower Group is, and has been since the Balance Sheet Date, in material compliance with, all permits, licenses, authorizations, exemptions, Orders, consents, approvals and franchises from Governmental Authorities required to conduct their respective business as now being conducted.

(c) Except as set forth on Schedule 3.16, to Seller’s Knowledge, no material investigation or review by any Governmental Authority with respect to the Acquired Assets or the Assumed Liabilities is or was pending, or threatened, against the Tower Group, nor has any Governmental Authority indicated in writing an intention to conduct the same.

Section 3.17. Litigation.

Schedule 3.17 attached hereto, sets forth each instance in which the Tower Group is (i) to Seller’s Knowledge, subject to any outstanding judgment, injunction, Order, decree, ruling or settlement agreement for which Purchaser will be bound following the Closing or pursuant to which Purchaser could reasonably be expected to have Liability in excess of Two Million Dollars ($2,000,000) in any individual case or (ii) is a party or, to Seller’s Knowledge, is threatened to be made a party to any action, suit, proceeding, hearing or investigation of, in or before any Governmental Authority or before any arbitrator. Except as disclosed in Schedule 3.17 attached hereto or as would not reasonably be expected to

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result in Liability to Purchaser in excess of Two Million Dollars ($2,000,000) in any individual case, there are no lawsuits or arbitrations pending or, to Seller’s Knowledge, threatened against the Tower Group or which the Tower Group intends to initiate.

Section 3.18. Employee Compensation and Benefit Plans; ERISA.

(a) Schedule 3.18(a) attached hereto sets forth a correct and complete list of:

(i) all employee welfare benefit plans (as defined in Section 3(1) of ERISA);

(ii) all employee pension benefit plans (as defined in Section 3(2) of ERISA); and

(iii) all other employee benefit plans, programs, policies or arrangements, including and any deferred compensation plan, incentive plan, bonus plan or arrangement, stock option plan, stock purchase plan, stock award plan or other equity-based plan, retention arrangement (other than included in the KERP Liability), severance pay plan, dependent care plan, sick leave, disability, death benefit, group insurance, hospitalization, dental, life, any fund, trust or arrangement providing health benefits including multiemployer welfare arrangements, a multiple employer welfare fund or arrangement, cafeteria plan, employee assistance program, scholarship program, vacation policy, employee loan, or other similar plan or arrangement, funded or unfunded, or actual or contingent that is maintained by the Tower Group for the benefit of current employees or consultants, and/or their respective dependents or beneficiaries, of the Tower Group.

Each plan, program, policy, agreement or arrangement listed on Schedule 3.18(a) is referred to herein as an “Employee Plan” and collectively shall be referred to as the “Employee Plans”).

(b) Schedule 3.18(b) attached hereto sets forth a list of those Employee Plans that are Assumed Plans.

(c) Seller has provided or made available to Purchaser a true, correct and complete copy, where applicable, of:

(i) each Employee Plan (or, where a material Employee Plan has not been reduced to writing, a summary of all material terms of such Employee Plan);

(ii) each trust, account or funding agreement, and each insurance contract, with respect to each such Employee Plan;

(iii) the three (3) most recently filed annual reports on IRS Form 5500 with respect to each Employee Plan;

(iv) the most recently received IRS determination letter for each Employee Plan;

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(v) the three (3) most recently prepared actuarial reports and financial statements in connection with each Employee Plan;

(vi) the most recent summary plan description, any summaries of material modification regarding material changes to an Employee Plan, any employee handbooks and any material written communications by the Tower Group to any employee, participant or beneficiary concerning the extent of the benefits provided under any Employee Plan;

(vii) for the last three (3) years, all material correspondence with the IRS, United States Department of Labor (the “DOL”) and any other Governmental Authority regarding an Employee Plan;

(viii) to the extent in Seller’s possession or reasonably accessible to Seller, all contracts with third-party administrators, actuaries, investment managers, consultants and other independent contractors that relate to any Employee Plan; and

(ix) to the extent in Seller’s possession or reasonably accessible to Seller, any other documents in respect of any Employee Plan reasonably requested by Purchaser.

(d) Except as set forth on Schedule 3.18(d), the Tower Group does not have any plan or commitment to establish any new Employee Plan or to modify any Employee Plan in any material respect.

(e) The Tower Group does not have any obligation to make contributions to a multiemployer plan, within the meaning of Section 3(37) or 4001(a)(3) of ERISA. No “accumulated funding deficiency” as defined in Section 302 of ERISA or Section 412 of the Code, whether or not waived, exists with respect to any Assumed Plan subject to Section 302 of ERISA or Section 412 of the Code and the Tower Group is not, and does not expect to be, subject with respect to any Assumed Plan to (i) any requirement to post security pursuant to Section 412(f) of the Code or (ii) any perfected lien pursuant to Title IV of ERISA or Section 412(n) of the Code. Except as set forth on Schedule 3.18(e), no benefits have accrued under any Assumed Plan that is subject to Section 412 of the Code or Title IV of ERISA since December 31, 2006.

(f) Except for the Change in Control Agreements and ordinary course benefits payable or due to employees upon a termination of employment, no Employee Plan exists that would reasonably be expected to result in the payment to any current employee or consultant of the Tower Group of any money or other property, or accelerate, or provide any other rights or benefits to any current employee or consultant of the Tower Group as a result of the consummation of the transactions contemplated by this Agreement, whether alone or in connection with any other event.

(g) Each Assumed Plan has been maintained and operated in all material respects in compliance with its terms and applicable Law, including ERISA, the Code and the Health Insurance Portability and Accountability Act of 1996. With respect to each Assumed Plan, all reports, returns, notices and other documentation that are required to have

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been filed with or furnished to the IRS, the DOL or any other Governmental Authority, or to the participants or beneficiaries of such Employee Plan have been filed or furnished on a timely basis in all material respects. Seller has provided Purchaser with a current list (completed using its best efforts to do so) of individuals who are eligible for continued health coverage under an Employee Plan pursuant to the provisions of Section 4980B of the Code and Sections 601 through 608, inclusive, of ERISA (which provisions are hereinafter referred to collectively as “COBRA” coverage). Seller shall use its best efforts to update such list from time to time prior to the Closing as reasonably requested by Purchaser. Except as provided by the Change in Control Agreements, as required by COBRA (or any similar state or foreign Law) or pursuant to the Retiree Benefits Settlements or as may be provided by the Consolidated Pension Plan, no Assumed Plan has or includes an obligation to provide health or welfare benefits to any individual following termination of employment.

(h) Each Assumed Plan that is intended to be qualified within the meaning of Section 401(a) of the Code (a “Tax-Qualified Plan”) is so qualified and has received a favorable determination letter from the IRS to the effect that such Plan satisfies the requirements of Section 401(a) of the Code taking into account all changes in qualification requirements under Section 401(a) of the Code for which the “applicable remedial amendment,” within the meaning of Treasury Regulation § 1.401(b)-1, has expired. The related trust with respect to each Tax-Qualified Plan is exempt from taxation under Section 501(a) of the Code. Each Tax-Qualified Plan has been timely amended to comply with the Economic Growth and Tax Relief Reconciliation Act of 2001 and all subsequent applicable Laws for which amendments are required to preserve the tax-qualified status of such Employee Plan, and, to the Seller’s Knowledge, there are no facts or circumstances that could cause the loss of such qualification or the imposition of any Liability, penalty or tax under ERISA, the Code or any other applicable Law.

(i) With respect to any Assumed Plan, except for claims filed in connection with the Seller’s bankruptcy proceedings, (i) no actions, claims or proceedings, other than routine claims for benefits in the ordinary course, are pending or, to the Seller’s Knowledge, threatened, (ii) to the Seller’s Knowledge no facts or circumstances exist that could give rise to any such actions, claims or proceedings and (iii) no administrative investigation, audit or other administrative proceeding by the DOL, the IRS or other Governmental Authority, including any voluntary compliance submission through the IRS’s Employee Plans Compliance Resolution System or the DOL’s Voluntary Fiduciary Correction Program, is pending, in progress or to the Seller’s Knowledge threatened.

(j) Neither the Tower Group, nor, to the Seller’s Knowledge, any other “party in interest” or “disqualified person” with respect to any Assumed Plan, has engaged in a nonexempt “prohibited transaction,” within the meaning of Section 406 of ERISA or Section 4975 of the Code. To the Seller’s Knowledge, no fiduciary has any Liability for breach of fiduciary duty or any other failure to act or comply with the requirements of ERISA, the Code or any other applicable Laws in connection with the administration, management or investment of the assets of any Assumed Plan.

(k) All contributions required to be made with respect to the Consolidated Pension Plan and its predecessors have been timely made or reflected on the

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Financial Statements of the Tower Group in accordance with GAAP. All premiums with respect to all insurance policies or contracts maintained with respect to each Assumed Plan have been timely made, subject to the Marsh Financing, and no such premiums are delinquent.

Section 3.19. Labor and Employment Matters.

(a) With the exception of the matters listed on Schedule 3.19(a):

(i) except as would not reasonably be expected to result in Liability to Purchaser in excess of Two Million Dollars ($2,000,000) in the aggregate, the Tower Group is in material compliance with all applicable Laws, regulations, and orders regarding employees, independent contractors, labor and employment practices, terms and conditions of employment, and wages and hours, including but not limited to the National Labor Relations Act, as amended, the Labor Management Relations Act of 1947, as amended, the Fair Labor Standards Act, as amended, the Equal Pay Act of 1963, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act of 1967, as amended, the Immigration Reform and Control Act of 1986, as amended, the Civil Rights Act of 1866, 42 U.S.C. § 1981, as amended, the Civil Rights Act of 1991, as amended, the Occupational Safety and Health Act of 1970, as amended, the Employee Retirement Income Security Act of 1974, as amended, the Sarbanes-Oxley Act of 2002, as amended, the Rehabilitation Act of 1973, as amended, Executive Order 11246, the Vietnam Era Veterans’ Readjustment Assistance Act of 1974, as amended, the Uniform Services Employment and Reemployment Rights Act of 1994, as amended, the Drug Free Workplace Act of 1986, as amended, the Walsh Healey Government Contracts Act, as amended, the Service Contract Labor Standards Act, as amended, the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), the Americans With Disabilities Act of 1990, the Family and Medical Leave Act of 1993, as amended, and the Employee Polygraph Protection Act of 1988, as amended;

(ii) no labor organization has advised the Tower Group, since January 1, 2002, that such labor organization represents any employee of the Tower Group, and no employee of the Tower Group is represented in his or her capacity as an employee by any labor organization;

(iii) since January 1, 2002, the Tower Group has not recognized any labor organization nor has any labor organization been elected or certified as the collective bargaining agent of any employee of the Tower Group, nor has Seller entered into any Collective Bargaining Agreement or union contract recognizing any labor organization as a bargaining agent of any employee, and no Collective Bargaining Agreement or other agreement exists or has existed between the Tower Group and any labor organization;

(iv) to Seller’s Knowledge, no petition concerning representation has been filed with the National Labor Relations Board, and no written demand for recognition has been made by any labor organization, concerning any employee of the Tower Group, since January 1, 2002;

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(v) the National Labor Relations Board has not advised Seller, since January 1, 2002, that any labor organization has filed a petition with the National Labor Relations Board seeking to represent any employee of the Tower Group;

(vi) to Seller’s Knowledge, no other question of representation pursuant to the National Labor Relations Act, as amended, exists respecting any employee of the Tower Group;

(vii) to the Seller’s Knowledge, no material unfair labor practice charge or complaint against the Tower Group has been received by Seller, and no such charge or complaint is pending or to Seller’s Knowledge threatened before the National Labor Relations Board;

(viii) to Seller’s Knowledge, there is no labor dispute, strike, picketing, handbilling, work slowdown, work stoppage, job action, corporate campaign, or lockout pending or threatened against or affecting the Tower Group;

(ix) to Seller’s Knowledge, no material grievance or complaint regarding labor practices or conditions or any arbitration proceedings arising out of or under any contract or Collective Bargaining Agreement is pending or threatened;

(x) the Tower Group has not experienced any strike, picketing, handbilling, work slowdown, work stoppage, job action, corporate campaign, or lockout since January 1, 2002;

(xi) to Seller’s Knowledge, no material charge or complaint of employment discrimination or unlawful retaliation against the Tower Group is pending or threatened before the U.S. Equal Employment Opportunity Commission (“EEOC”), or any other Governmental Authority;

(xii) no material charge or complaint against the Tower Group is pending or to Seller’s Knowledge threatened for payment of wages or other benefits under the Fair Labor Standards Act, as amended, or under any similar Law;

(xiii) no material charge or complaint against the Tower Group is pending or to Seller’s Knowledge threatened before the Occupational Safety and Health Administration or any other Governmental Authority;

(xiv) no material complaint or action against the Tower Group by any current or former employee of the Tower Group, including, but not limited to, a complaint or action alleging breach of an employment contract, wrongful discharge, or breach of a duty of good faith and fair dealing in the employment relationship, is pending before any Governmental Authority;

(xv) there are no pending Claims against the Tower Group for workers’ compensation, unemployment insurance, or disability benefits under any Laws outside the ordinary course of business;

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(xvi) the Tower Group has timely filed Form EEO-1 with the EEOC each year since January 1, 2005;

(xvii) the Tower Group maintains a Form I-9 with copies of identification documents, in material compliance with applicable Laws, for each employee for whom such a Form I-9 must be maintained;

(xviii) no material charge or complaint against the Tower Group is pending or to Seller’s Knowledge threatened under the Immigration Reform and Control Act of 1986;

(xix) to Seller’s Knowledge, no union organizing or decertification campaign is in progress with respect to any employee of the Tower Group;

(xx) to Seller’s Knowledge, no Governmental Authority responsible for the enforcement of labor or employment Laws has, since January 1, 2005, conducted or to Seller’s Knowledge threatened in writing to conduct an investigation of or affecting the Tower Group and to Seller’s Knowledge no such investigation is pending;

(xxi) since January 1, 2005, the Tower Group has had employment practices liability insurance coverage or similar insurance coverage, and has made no claims under any such insurance; and

(xxii) the Tower Group has a written hazard communication program which is in compliance with applicable Laws.

(b) Except as set forth on Schedule 3.19(b), there has been no “mass layoff” or “plant closing” as defined by the WARN Act by the Tower Group since January 1, 2005.

(c) With the exception of the Collective Bargaining Agreements or collective bargaining relationships for current and ongoing operations in the United States of America, set forth on Schedule 3.19(c), no Collective Bargaining Agreement or collective bargaining relationship exists or to Seller’s Knowledge has existed between the Tower Group and any labor organization at any Tower Group facility in the United States of America that has not been closed or is not currently being closed. The Purchaser shall not assume any Collective Bargaining Agreement or collective bargaining relationship in the United States of America that is not listed on Schedule 3.19(c).

Section 3.20. Properties.

(a) Schedule 3.20(a) attached hereto contains a true and complete list of all real property owned by the Tower Group (collectively, the “Owned Real Property”) and for each parcel of Owned Real Property, contains a correct street address and the record owner of such Owned Real Property. Copies of title reports or policies obtained by the Tower Group with respect to each Owned Real Property in the possession of the Tower Group are set forth on Schedule 3.20(c).

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(b) Schedule 3.20(b) attached hereto contains a true and complete list of all real property leased, subleased, licensed or otherwise occupied, whether as landlord, sublandlord, tenant, subtenant or pursuant to other occupancy arrangements, by the Tower Group (collectively, the “Leased Real Property”), and for each Leased Real Property, identifies the street address and the landlord of such Leased Real Property. True and complete copies of all agreements pertaining to the Leased Real Property (each a “Real Property Lease”) that have not been terminated or expired as of the date hereof have been made available to Purchaser.

(c) The Tower Group has good title to all Owned Real Property and valid leasehold estates in all Leased Real Property, free and clear of all Claims, Interests or Encumbrances, except Permitted Encumbrances and Encumbrances which are: (i) in favor of Persons to be listed on Schedule 3.10 and (ii) that will be released or otherwise removed upon the Closing if the Sale Order is entered by the Bankruptcy Court.

(d) Except for Permitted Encumbrances and as otherwise set forth on the attached Schedule 3.20(a) or Schedule 3.20(b), none of the Owned Real Properties and none of the Leased Real Properties is subject to any lease, sublease, license or other agreement granting to any other Person any right to the use, occupancy or enjoyment of such Owned Real Property or Leased Real Property, as the case may be, or any part thereof.

(e) Each Real Property Lease is in full force and effect and is valid and enforceable in accordance with its terms, except as such enforceability may be limited by any applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and to Seller’s Knowledge there is no default under any Real Property Lease either by a member of the Tower Group or by any other party thereto, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default by the Tower Group thereunder.

(f) There does not exist any pending or, to Seller’s Knowledge, threatened condemnation or eminent domain proceedings that affect any Owned Real Property or Leased Real Property, and the Tower Group has not received any written notice of the intention of any Governmental Authority or other Person to take or use any Owned Real Property or Leased Real Property.

Section 3.21. Intellectual Property.

(a) Except as set forth on Schedule 3.21(a) attached hereto, to the Seller’s Knowledge, the Tower Group owns, or has the right to use pursuant to a valid license or otherwise, all Intellectual Property required to operate their respective businesses as presently conducted;

(b) Schedule 3.21(b) attached hereto lists all patent and patent applications, and registrations and applications for registration, of the Intellectual Property owned by the Company or the Company Subsidiaries that is included in the Acquired Assets (“Listed Intellectual Property”);

(c) Except as set forth on Schedule 3.21(c) attached hereto, the Listed Intellectual Property (i) to Seller’s Knowledge, is valid and enforceable in all material respects, (ii) is not the subject of any pending litigation or opposition action, (iii) is not the subject of any outstanding Order, judgment or decree adversely affecting the rights of Tower Group thereto, and (iv) to Seller’s Knowledge, is not being infringed or misappropriated by any third parties; and

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(d) As of the date hereof, the Tower Group has not received (i) any Claims in writing alleging that the Tower Group has violated or infringed, in any material respect, the Intellectual Property of any third parties, (ii) any Claims challenging the validity or enforceability of any Listed Intellectual Property or (iii) a written notice from a third party asking that the Tower Group consider the applicability of such third party’s Intellectual Property to their respective businesses.

Section 3.22. Environmental Laws.

Except as would not reasonably be expected to result in Liability to Purchaser in excess of Two Million Dollars ($2,000,000) or as set forth on Schedule 3.22 attached hereto or in the environmental assessment reports made available to Purchaser as set forth on Schedule 3.22, with respect to the Acquired Assets:

(a) the Tower Group is in material compliance with all applicable Environmental Laws, and possesses and is in material compliance with all applicable Environmental Permits required under such Laws to operate the Acquired Assets as the Tower Group presently operates;

(b) to Seller’s Knowledge, there are no Regulated Substances on, at, under or migrating from any of the Owned Real Property or Leased Real Property, or any other third party property, under circumstances that would be expected to result in Liability of the Tower Group under any applicable Environmental Law; and

(c) the Tower Group has not received any written notification from any Governmental Authority or third party alleging that it has violated or has Liability under any Environmental Law, except for matters that have been settled or resolved with the appropriate Governmental Authority, third party or otherwise.

Section 3.23. Brokers. Except as set forth on Schedule 3.23, no agent, broker, finder or investment banker is entitled to any brokerage, finders or other fee or commission from Seller in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Tower Group.

Section 3.24. Tax Matters.

(a) Except as set forth on Schedule 3.24 attached hereto, the Tower Group has timely filed all income and other material Tax Returns that it was required to file. Except as set forth on Schedule 3.24 attached hereto, all such Tax Returns disclose all Taxes required to be paid for the periods covered thereby and were prepared in material compliance with all applicable material Laws and regulations. All Taxes owed by the Tower Group, whether or not shown or required to be shown on any Tax Return, have been paid. Except as set forth on Schedule 3.24 attached hereto, no Claim ever has been made by an authority in a jurisdiction where the Tower Group does not file Tax Returns that the Tower Group is or may be subject to taxation by that jurisdiction.

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(b) The Tower Group has withheld and paid all material Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party, and all Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed.

(c) No director or officer, or employee responsible for Tax matters, of the Tower Group expects any authority to assess any additional material Taxes for any period for which Tax Returns have been filed. There is no dispute or claim concerning any material Tax Liability of the Tower Group either (X) claimed or raised by any authority in writing or (Y) as to which any of the directors and officers, and employees responsible for Tax matters, of the Tower Group has Knowledge based upon personal contact with any agent of such authority.

(d) Seller has made available to Purchaser correct and complete copies of all income Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by the Tower Group since January 1, 2004.

(e) Except as set forth on Schedule 3.24 attached hereto, the Tower Group has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.

(f) The unpaid Taxes of the Tower Group (i) did not, as of the Balance Sheet Date, exceed the reserve for Tax Liability, rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income, set forth on the Balance Sheet or in the notes thereto, and (ii) do not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Tower Group in filing their Tax Returns.

(g) No Seller entity is a “foreign person” within the meaning of Code §1445. The Tower Group has disclosed on its federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Code §6662. The Tower Group is not a Party to any Tax allocation or sharing agreement. The Tower Group (i) is not a member of an Affiliated Group filing a consolidated federal income Tax Return (other than a group the common parent of which was the Company) or (ii) has no material Liability for the Taxes of any Person, other than the Tower Group, under Treas. Reg. § 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise.

(h) The Tower Group has not in the last two (2) years, distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Code §355 or Code §361.

Section 3.25. Disclosure.

No representation, statement, or information made or furnished by Seller to Purchaser or any of Purchaser’s representatives, including those contained in this Agreement and the various Disclosure Schedules attached hereto and the other information and statements referred to herein and previously furnished by Seller, contains or shall contain any knowingly

untrue statement of a material fact or omits or shall omit any material fact necessary to make the information contained therein not misleading.

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Section 3.26. No Other Representations or Warranties.

(a) Except for the representations and warranties contained in this Article 3, Purchaser acknowledges that neither Seller nor any other Person on behalf of Seller makes any other express or implied representation or warranty with respect to the Tower Group (including without limitation representations and warranties as to the condition of the Acquired Assets) with respect to any other information provided to Purchaser. Neither Seller nor any other Person will have or be subject to any Liability or indemnification obligation to Purchaser or any other Person resulting from the distribution to Purchaser, or use by Purchaser of, any such information, including any information, documents, projections, forecasts or other material made available to Purchaser in certain “data rooms”, confidential information memoranda or management presentations in expectation of the transactions contemplated by this Agreement.

(b) In connection with investigation by Purchaser of the Tower Group, Purchaser has received or may receive from the Tower Group certain projections, forward-looking statements and other forecasts and certain business plan information. Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, Purchaser is familiar with such uncertainties, that Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts or plans), and that Purchaser shall have no claim against anyone with respect thereto. Accordingly, Purchaser acknowledges that the Company makes no representation or warranty with respect to such estimates, projections, forecasts or plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts or plans).

ARTICLE 4.

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser hereby represents and warrants to Seller as follows:

Section 4.1. Organization.

Purchaser is duly organized, validly existing and in good standing pursuant to the Laws of the jurisdiction of its organization, and has all requisite power and authority to own its properties and assets and to conduct its business as now conducted.

Section 4.2. Authority; Enforceability.

Purchaser has the requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements and to perform its obligations hereunder and thereunder. The execution and delivery by Purchaser of this Agreement and the Ancillary Agreements and the performance by Purchaser of its obligations hereunder and thereunder have been duly authorized by all necessary actions on the part of Purchaser, and no other proceedings on the part of Purchaser are necessary to authorize such execution, delivery and performance. This Agreement has been duly executed and delivered by

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Purchaser and constitutes a legal, valid and binding agreement of Purchaser, enforceable against Purchaser in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

Section 4.3. Non-Contravention.

The execution, delivery and performance of this Agreement and the Ancillary Agreements by Purchaser does not and will not (a) conflict with or violate its certificate of incorporation, bylaws or similar documents, (b) assuming that all consents, approvals and authorizations contemplated by clauses (a), (b) and (c) of Section 4.4 have been obtained and all filings described in such clauses have been made, conflict with or violate any Law applicable to Purchaser or by which its properties are bound or (c) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would become a default) or result in the loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of any material agreement of other material instrument to which Purchaser is a party of by which Purchaser or any of its respective assets are bound.

Section 4.4. Governmental Consents.

The execution, delivery and performance of this Agreement and the Ancillary Agreements by Purchaser and the consummation by Purchaser of the transactions contemplated hereby and thereby do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Authority, except as required under or pursuant to (a) the HSR Act, (b) the applicable requirements of antitrust or other competition laws of other jurisdictions or investment laws relating to foreign ownership including, without limitation, with respect to the Foreign Entities and (c) any other consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not prevent or materially delay the consummation of the transactions contemplated hereby.

Section 4.5. Financing.

At the Closing, Purchaser will have available to it unconditional and irrevocable equity and debt commitments from financing sources in an aggregate amount that exceeds the sum of the Purchase Price and the estimated transaction expenses arising from the transactions contemplated hereby.

Section 4.6. Brokers.

No agent, broker, finder or investment banker is entitled to any brokerage, finders or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Purchaser for which Seller could have Liability or otherwise be obligated.

Section 4.7. Acquired Assets “AS IS”; Purchaser’s Acknowledgment Regarding Same.

Purchaser agrees, warrants, and represents that, except as set forth in this Agreement:

(a) Purchaser is purchasing the Acquired Assets on an “AS IS” and “WITH ALL FAULTS” basis based solely on Purchaser’s own investigation of the Acquired Assets, and

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(b) Neither Seller nor any real estate broker, agent, officer, employee, servant, attorney, or representative of Seller has made any warranties, representations or guarantees, express, implied or statutory, written or oral, respecting the Acquired Assets, any part of the Acquired Assets, relating to the financial performance of the Acquired Assets or the business of Seller, or the physical condition of the Acquired Assets. Purchaser further acknowledges that the consideration for the Acquired Assets specified in this Agreement has been agreed upon by the Company, Seller and Purchaser after good-faith arms-length negotiation in light of Purchaser’s agreement to purchase the Acquired Assets “AS IS” and “WITH ALL FAULTS” except as set forth in this Agreement. Purchaser agrees, warrants, and represents that, except as set forth in this Agreement, Purchaser has relied, and shall rely, solely upon Purchaser’s own investigation of all such matters, and that Purchaser assumes all risks with respect thereto. EXCEPT AS SET FORTH IN THIS AGREEMENT, THE COMPANY AND SELLER MAKE NO EXPRESS WARRANTY, NO WARRANTY OF MERCHANTABILITY, NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, NOR ANY IMPLIED OR STATUTORY WARRANTY WHATSOEVER WITH RESPECT TO ANY REAL OR PERSONAL PROPERTY OR ANY FIXTURES OR THE ACQUIRED ASSETS.

ARTICLE 5.

ADDITIONAL AGREEMENTS

Section 5.1. Conduct of Business Prior to the Closing.

(a) Seller covenants and agrees that, during the period from the date hereof until the Closing Date, except as contemplated by this Agreement, in the ordinary course of business consistent with past practice, contemplated by the Budget delivered by Seller to Purchaser, as set forth in Schedule 1.1(a)(iii) attached hereto, as required by Law or as otherwise required, authorized or restricted pursuant to an Order of the Bankruptcy Court as of the date hereof, or unless Purchaser shall otherwise consent in writing, such consent not to be unreasonably withheld or delayed:

(i) the business of the Tower Group shall be conducted in the ordinary course of business consistent with past practice including, without limitation, with respect to its payment of accounts payables and collection of accounts receivable;

(ii) the Tower Group shall use its reasonable best efforts to preserve its present relationships with customers and employees, liaisons, licensees, distributors, wholesalers, franchisees, material suppliers and other Persons with which it has significant business relations or are otherwise material to the business of the Tower Group;

(iii) the Tower Group shall comply in all material respects with applicable Laws;

(iv) the Tower Group shall use commercially reasonable efforts to preserve and maintain, in all material respects and consistent with past practice, the material Acquired Assets and the material assets and businesses of the Foreign Entities in the condition in which they existed on the date hereof, ordinary wear and tear excepted, other than assets no longer used or useful in the Tower Group’s business;

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(v) the Tower Group shall maintain its Business Records in the ordinary course of business and in accordance with GAAP or, in the case of a Foreign Entity, in accordance with generally accepted accounting principles of the jurisdiction of organization of such Foreign Entity and in a manner sufficient to permit reconciliation to GAAP within thirty (30) calendar days from the last day of each calendar month and to deliver to Purchaser consolidated with respect to the Company Subsidiaries statements of income for the calendar month then ended, and the related balance sheets of the Tower Group as of the end of such calendar month, in each case prepared in accordance with GAAP (other than the absence of footnote disclosures and subject to year end audit adjustments and other than financial statements of Foreign Entities not regularly prepared in accordance with GAAP, which financial statements shall be prepared in accordance with the generally accepted accounting principles of the jurisdiction of organization of such Foreign Entity) and accompanied by a certificate of the Chief Financial Officer of the Company on behalf of the Company and not in his personal capacity stating that such financial statements fairly present in all material respects the consolidated financial condition and results of operations of the Tower Group as of such date and that the other information accompanied thereto is true, accurate and correct in all material respects (the “Monthly Representation Report”);

(vi) the 2006 Audited Statements shall be completed and delivered to Purchaser in final form by July 5, 2007;

(vii) concurrently with the delivery thereof to the applicable lessor, trustee, holder or lender under the DIP Loan Credit Agreement, the Second Lien Loan Agreement and the Industrial Revenue Bond loan agreement, Seller shall deliver to Purchaser copies of all statements, reports, certificates, financial statements and other information required to be delivered pursuant thereto;

(viii) such daily, weekly and monthly financial reports as Seller has been providing to Purchaser or its Affiliates, prepared in good faith and in a manner and methodology consistent with current practice in all material respects (including notice to Purchaser in writing substantially every day of the amount of the DIP Loan net of Seller’s domestic entities’ unrestricted cash);

(ix) collect all accounts receivables and pay all accounts payables in the ordinary course and consistent with past practices;

(x) take all commercially reasonable actions requested by Purchaser to receive or obtain the consent of each party to any Assumed Contract to the assignment of any Assumed Contract to Purchaser (including, without limitation, those agreements set forth on Schedule 5.1(a)(x)) or to obtain the waiver of any change in control provision to the extent contained in any contract to which a Foreign Entity is a party, to the extent upon consummation of the transactions contemplated hereby other than such Assumed Contracts pursuant to which such party’s consent will be unnecessary if the Orders of the Bankruptcy Court contemplated hereby are entered by the Bankruptcy Code. Nothing in this Agreement shall obligate any Seller to incur any expense, cost or other Liability for such consent; and

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(xi) to the maximum extent permitted by applicable Law, furnish Purchaser such information concerning employees of the Tower Group as Purchaser may reasonably request from time to time.

(b) Between the date of this Agreement and the Closing Date, except as otherwise contemplated by this Agreement, and except as otherwise provided herein, in the ordinary course of business, contemplated by the Budget, as set forth in Schedule 5.1(b) attached hereto, as required by Law, or as otherwise required, authorized or restricted pursuant to an Order of the Bankruptcy Court entered prior to the date hereof, no member of the Tower Group shall without the prior written consent of Purchaser, which consent shall not be unreasonably withheld or delayed:

(i) amend or otherwise change its certificate of incorporation or by-laws or other comparable organizational instruments;

(ii) amend, terminate, modify or renew any Assumed Contract or contracts of the Foreign Entities, other than in the ordinary course of business or as otherwise required by Law;

(iii) enter into any material transaction or agreement (including joint venture, partnership or other similar agreements or Collective Bargaining Agreements), other than those material transactions or agreements entered into in the ordinary course of business or as otherwise required by Law;

(iv) sell, convey, transfer, assign or encumber, other than for Permitted Encumbrances or assuming entry of the Sale Order by the Bankruptcy Court as will not effect receipt by Purchaser of the Acquired Assets and Assumed Contracts free and clear of all Claims, Interests or Encumbrances (other than Permitted Encumbrances), any of the Acquired Assets except for nonmaterial assets sold, abandoned or transferred in the ordinary course of business;

(v) repatriate any funds from any of the Foreign Entities or lend or invest any additional amount in any Foreign Entity or utilize any funds of any Foreign Entity to repay amounts due to the DIP Lenders; provided, however, that to the fullest extent permitted by applicable Law and such as not to constitute a default under an agreement to which it is a party, Seller shall use its reasonable best efforts, (A) prior to Closing, to repatriate all funds in Algoods, Inc., subject to the resolution of tax liens, and Tower Automotive s.r.o., and (B) be permitted to take the actions identified on Schedule 5.1(b), and with respect clauses (A) and (B) of this subsection (v), Seller shall be permitted to utilize any funds repatriated thereof to repay amounts due to the DIP Lenders;

(vi) take any affirmative steps to close any facility;

(vii) except as will not be in place or in force immediately following the Closing or that will not require Purchaser to expend any amount, issue, deliver,

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sell, pledge, dispose of or encumber any shares of capital stock of any class of any Foreign Entity, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock of any Foreign Entity, or any other ownership interest, of any Foreign Entity;

(viii) except (A) to the extent required under any Employee Plan, (B) in the ordinary course of business, (C) as required by applicable Law, or (D) as required pursuant to any Collective Bargaining Agreement or other existing agreement, increase the compensation or fringe benefits of any of its directors, officers or employees, or establish, adopt, enter into or amend or terminate any Employee Plan;

(ix) except as will not be in place or in force immediately following the Closing, lease, license, mortgage, hypothecate, pledge, sell, sublease, grant any material easement affecting and/or transfer any interest in any Owned Real Property or any improvements thereon or on any Leased Real Property, or materially amend, extend or terminate any leasehold interest in any Leased Real Property;

(x) other than pursuant to existing agreements, irrespective of whether or not in the ordinary course of business, (A) incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any Person, or make any loans or advances, except for refinancings of existing indebtedness for borrowed money except as permitted in clause (C) below; or (B) amend, modify or supplement the terms and conditions of the DIP Loan Credit Agreement, the Second Lien Loan, the Industrial Revenue Bonds or any Foreign Financial Indebtedness or (C) permit any Foreign Entity to incur any Foreign Financial Indebtedness other than working capital borrowing under facilities in effect on the date hereof or refinancings of existing credit facilities that expire prior to the Closing as expressly set forth on Schedule 5.1(b), but only on then existing market terms and with a principal and facility size not in excess of the principal and facility size of such expiring facilities and provided further that not less than five (5) Business Days prior to entering into any such replacement facility (or as much time as is reasonably practicable under the circumstances if five (5) business days notice is not reasonably practicable) Purchaser is provided with a complete copy of the commitment letter or term sheet and any material agreement related thereto;

(xi) authorize or incur any capital expenditure which, over the lifetime of the particular project, is reasonably projected to cost in excess of Two Million Five Hundred Thousand Dollars ($2,500,000), other than as expressly set forth in the Budget; provided, however that the foregoing restriction shall not apply to the extent (and only to the extent) that Seller reasonably determines that it is required to incur any emergency capital expenditures in excess of Two Million Five Hundred Thousand Dollars ($2,500,000) to avoid the shutdown of a facility or disruption of customer production;

(xii) open, provide or otherwise arrange for any letter of credit in addition to the ones set forth on Schedule 3.2(b), other than to replace letters of credit that are expiring by their terms with new letters of credit that have substantially the same terms and conditions and that collateralize the same obligation of the expiring letter of credit;

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(xiii) settle or dismiss any material action threatened against, relating to or involving the Tower Group in connection with any business, asset or property of the Tower Group (including, without limitation, any action relating to any Metalsa S. de R.L. de C.V. (“Metalsa”) litigation and dispute), other than in the ordinary course of business but not, in any individual case, in excess of One Million Dollars ($1,000,000);

(xiv) terminate (other than at the expiration of a term not subject to renewal at the option of the Tower Group), release, assign any rights under or discharge any other party thereunder of any of their obligations under any Assumed Contract required to be set forth on Schedule 3.14(a) or contracts of the Foreign Entities required to be set forth on Schedule 3.14(a), and, not amend any of the terms and conditions of any Assumed Contract required to be set forth on Schedule 3.14(a) or contracts of the Foreign Entities required to be set forth on Schedule 3.14(a), in each case except in the ordinary course of business;

(xv) except with respect to any contract that Purchaser has designated not to assume hereunder pursuant to Section 5.16, fail to use reasonable commercial efforts to timely comply in all material respects with all material monetary and nonmonetary Liabilities under each material contract (including Assumed Contracts) or, in the case of the Foreign Entities, the contracts to which they are a party, as in effect on the date hereof, and not file any notice or otherwise seek to assume or reject any contract (including Assumed Contracts);

(xvi) form or establish any new Subsidiaries or Affiliates;

(xvii)(A) change payroll periods in respect of any employee of the Tower Group other than in the ordinary course of business, or (B) hire any Person who would be an officer of a Tower Group;

(xviii) knowingly fail to use commercially reasonable efforts to obtain and renew all material permits or licenses held by or in connection with the business of the Tower Group;

(xix) terminate, other than at the expiration of a term not subject to renewal at the option of the Tower Group, cancel or amend, or cause the termination, cancellation or amendment of, any insurance coverage (and any surety bonds, letters of credit, cash collateral or other deposits related thereto required to be maintained with respect to such coverage) maintained by it or them with respect to the business of the Tower Group which is not replaced by a comparable insurance coverage;

(xx) enter into any new Collective Bargaining Agreements or amend or modify any existing Collective Bargaining Agreements, in each case, applicable to employees of the Tower Group without first informing Purchaser of all of the material terms and provisions thereof;

(xxi) other than in the ordinary course of business, enter into any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate floor agreement, interest rate exchange agreement, currency exchange agreement, forward contract, repurchase and reverse repurchase contract, or any other agreement or arrangement designed to protect against fluctuations in interest rates or currency values, including any

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arrangement whereby, directly or indirectly, the party thereto has the right to receive periodic payments calculated by applying either a fixed or floating rate of interest on a stated notional amount in exchange for periodic payments made by such party calculated by applying a fixed or floating rate of interest on the same notional amount or otherwise (other than interest rate protection agreements entered into in connection with or required pursuant to the DIP Loan Credit Agreement);

(xxii) fail to make all payments due prior to the Closing under the DIP Loan Credit Agreement, the Second Lien Loan or the Industrial Revenue Bonds;

(xxiii) fail to make any pension or other payment to or for the benefit of employees when due;

(xxiv) knowingly or intentionally violate any material Laws;

(xxv) take any action to settle any Chapter 5 Claim that constitutes a portion of the Acquired Assets; or

(xxvi) agree, whether in writing or otherwise, to do any of the foregoing.

Section 5.2. Access to Information.

(a) During the period from the execution of this Agreement through the earlier of, the termination of this Agreement pursuant to its terms and the Closing, the Company shall, and shall cause each Company Subsidiary to, subject to reasonable restrictions imposed from time to time upon advice of counsel respecting any applicable confidentiality agreement with any Person (provided that Seller shall use its reasonable best efforts to obtain waivers under such agreements or implement requisite procedures to enable the provision of reasonable access without violating such agreement), afford representatives of Purchaser and its financing sources access, during normal business hours, to all properties, offices, books, contracts, commitments and records and such financial (including all working papers) and operating data of the Tower Group, in order to conduct visual inspection thereof and meetings with various employees or representatives of the Tower Group, and will furnish, within a reasonable time, to Purchaser, its representatives and its financing sources all information (including extracts and copies of books, records, contracts and other documents) concerning the operations and business of the Tower Group, including access to its personnel, as Purchaser, its representatives or its financing sources may reasonably request, and that is in the possession and control of the Tower Group. In conducting any inspection of any properties of the Tower Group, neither Purchaser nor any of their representatives shall:

(i) contact or have any discussions with any of the Company’s or Company Subsidiary’s employees, agents, or representatives other than those individuals set forth on Schedule 5.2(a)(i) attached hereto, unless in each case Purchaser receives the consent (which shall not be unreasonably withheld or delayed) of one of Kathleen Ligocki, James Mallak, E. Renee Franklin or Jeffrey Kersten or Lazard Freres & Co., LLC (the “Notice Group”) prior to any such contact or discussion or one of the Notice Group participates in such contact or discussions;

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(ii) substantially interfere with the business of the Tower Group;

(iii) damage any property or any portion thereof; or

(iv) perform any invasive and substantial environmental investigation of the Tower Group’s properties without the Seller’s prior written or oral consent, which such consent shall not be unreasonably withheld. The Company shall be entitled to have representatives present at all times during any such inspection. Notwithstanding the foregoing, the Tower Group shall not be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Tower Group or contravene any Law or binding agreement entered into prior to the date of this Agreement. The relevant Parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.

(b) All information obtained pursuant to this Section 5.2 shall continue to be governed by the Confidentiality Agreement, which the Parties agree shall not survive the Closing; provided, however, if any of the terms of this Agreement conflict with any of the terms of the Confidentiality Agreement, the terms of this Agreement shall control.

(c) The Tower Group shall permit Purchaser reasonable access to have informal communications with the Tower Group’s customers, but formal communications and meetings primarily related to the Tower Group shall take place only with at least three (3) day’s prior notice to the Notice Group and Seller shall have the right to participate in or attend such formal communication or meeting.

Section 5.3. Superior Offers.

Seller shall notify Purchaser in accordance with the Marketing Protocol Order with respect to any Acquisition Proposal and otherwise cooperate in assuring that Purchaser receives the benefits contemplated by the Marketing Protocol Order.

Section 5.4. Bankruptcy Court Orders.

Purchaser agrees to cooperate with Seller in providing any information and evidence that may reasonably be required to demonstrate to the Bankruptcy Court’s satisfaction (i) adequate assurance of future performance of all Assumed Contracts and (ii) a finding that Purchaser is a good-faith purchaser entitled to the protections of section 363(m) of the Bankruptcy Code.

Section 5.5. Notice of Filings.

Seller shall give notice to Purchaser at least four (4) business hours prior to Seller filing any material pleading in the Bankruptcy Case that is related to or affects Seller, the Acquired Assets, customer agreements, any Bankruptcy Case Claims or the transactions contemplated pursuant to this Agreement, by providing a copy or substantially complete draft of such pleading and all exhibits thereto to Purchaser’s counsel by email, to the email address set forth on Schedule 5.5 attached hereto.

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Section 5.6. Further Action; Reasonable Best Efforts.

(a) Subject to the terms and conditions of this Agreement, each Party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each Party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and to make other required filings pursuant to other Antitrust Laws with respect to the transactions contemplated hereby and thereby as promptly as reasonably practicable and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act or any other Antitrust Laws and to take all other reasonable actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other applicable Antitrust Laws as soon as reasonably practicable. Purchaser shall bear the sole responsibility for the fees associated with all filings under the HSR Act.

(b) Subject to all applicable confidentiality requirements and all applicable Laws, Purchaser, on the one hand, and Seller, on the other hand, shall, in connection with the efforts referenced in Section 5.6(a) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, use its reasonable efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other Party informed of any communication received by such Party from, or given by such Party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other U.S. or foreign Governmental Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby and thereby; and (iii) permit the other Party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other person, and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Authority or other person, give the other Party the opportunity to attend and participate in such meetings and conferences; provided, however, that no Party hereto shall be required to provide any other Party with copies of confidential documents or information included in its filings and submissions under the HSR Act, and provided, further, that a Party hereto may request entry into a joint defense agreement as a condition to providing any such materials and that, upon receipt of that request, the Parties shall work in good faith to enter into a joint defense agreement to create and preserve attorney-client privilege in a form and substance mutually acceptable to the Parties.

(c) Notwithstanding the covenants of the Parties contained elsewhere in this Section 5.6 or in Section 5.10, if any objections are asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law or if any suit is instituted (or threatened to be instituted) by the FTC, the DOJ or any other applicable Governmental Authority or any private party challenging any of the transactions contemplated hereby and thereby as violative of any Antitrust Law or which would otherwise prohibit or materially impair or materially delay the consummation of the transactions contemplated hereby and thereby, each

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of Purchaser and the Company shall use its reasonable commercial efforts to resolve any such objections or suits so as to permit consummation of the transactions contemplated by this Agreement; provided, however, that neither Purchaser nor any of its Affiliates shall be required to (i) divest, hold separate (including by trust or otherwise) or otherwise dispose of, sell, assign or transfer any of their respective businesses, assets, investments, securities or rights of any kind or nature or (ii) defend, contest or resist any action or proceeding or seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement.

(d) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.6 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) so long as such party has up to then complied in all material respects with its obligations under this Section 5.6.

Section 5.7. Public Announcements.

Each of Seller and Purchaser agrees that no public release or announcement concerning the transactions contemplated by this Agreement shall be issued by any Party without the prior written consent of the Company and Purchaser (which consent shall not be unreasonably withheld or delayed), except as such release or announcement may be required by Law, the rules or regulations of any applicable United States securities exchange, or with respect to filings to be made with the Bankruptcy Court in connection with this Agreement, in which case the Party required to make the release or announcement shall use its reasonable best efforts to allow each other Party reasonable time, and in no event less than one (1) Business Day, to comment on such release or announcement in advance of such issuance, it being understood that the final form and content of any such release or announcement, to the extent so required, shall be at the final discretion of the disclosing Party. Notwithstanding the prior sentence, Purchaser agrees and acknowledges that Seller may file this Agreement with the Bankruptcy Court promptly after the date hereof and that any action Seller and its representatives take in good faith in connection with soliciting bids and preparing bidders for the Auction shall not be a violation of this Section 5.7.

Section 5.8. Availability of Business Records; Cooperation Following the Closing.

After the Closing Date, Purchaser shall provide to Seller, the Unsecured Creditors Trust and the Post-Consummation Trust (after reasonable notice and during normal business hours and without charge to Seller, the Unsecured Creditors Trust and the Post-Consummation Trust, as applicable) access to all books, records, contracts and other documents relating to periods prior to the Closing and shall preserve such books, records, contracts and other documents until the date which is six (6) years after the Closing Date. Such access shall include access to any computerized information systems that contain data regarding the Acquired Assets. With respect to any litigation and Claims that are not Assumed Liabilities, Purchaser shall render all reasonable assistance that Seller, the Unsecured Creditors Trust and the Post-Confirmation Trust may request in defending such litigation or claim and shall make available to Seller, the Unsecured Creditors Trust and the Post-Confirmation Trust personnel most knowledgeable about the matter in question provided that such assistance does not materially interfere with the duties and responsibilities of Purchaser’s personnel. Following the Closing, Purchaser will reasonably make available to Seller, the Unsecured Creditors Trust and the Post-Confirmation Trust without charge its employees for purposes of managing and discharging the Excluded Assets and its

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Liabilities, provided that the availability of Purchaser’s employee(s) or consultant(s) does not cause a material disruption to management and operation of Purchaser’s business. If after the Closing any party shall receive any payment or revenue that belongs to another party pursuant to this Agreement, such party shall promptly remit or cause to be remitted the same to the party entitled to the payment, as applicable, without set-off or deduction of any kind or nature.

Section 5.9. Financing Assistance.

The Tower Group shall use commercially reasonable efforts to assist and cooperate with Purchaser and its financing sources, including by making its employees and representatives reasonably available to Purchaser and its financing sources, and shall provide such assistance as Purchaser may reasonably request in connection therewith, including, without limitation:

(a) meeting by telephone conferences or if reasonably requested by Purchaser in person with financing sources to discuss and answer questions concerning the Tower Group’s business and allowing such financing sources, and such financing source’s representatives, to visit various Tower Group’s facilities; and

(b) executing and delivering such customary and reasonable perfection certificates as Purchaser’s financing sources may request.

The providing of such assistance shall not substantially interfere with the management, business or operation of the Tower Group. The Tower Group shall not be required to provide access to or to disclose information where such access or disclosure would reasonably be expected to jeopardize the attorney-client privilege of the Tower Group or contravene any Law or binding agreement entered into prior to the date of this Agreement. The relevant Parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.

Section 5.10. Further Assurances.

(a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties shall use their reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable, the transactions contemplated by this Agreement in accordance with the terms hereof and to bring about the satisfaction of all other conditions to the other Party’s obligations hereunder; provided, however, that nothing in this Agreement shall obligate Seller or Purchaser, or any of their respective Affiliates, to waive or modify any of the terms and conditions of this Agreement or any documents contemplated hereby, except as expressly set forth herein.

(b) Seller shall give notice to Purchaser as soon as practicable upon becoming aware of any event, circumstance, condition, fact, effect, or other matter that resulted in, or that would be reasonably likely to result in:

(i) any representation or warranty set forth in Article 3 being or becoming untrue or inaccurate in any material respect with respect to Seller as of any date on or after the date hereof (as if then made, except to the extent such representation or warranty is expressly made only as of a specific date, in which case as of such date);

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(ii) the failure by Seller to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by Seller under this Agreement; or

(iii) any change, effect, event, occurrence, state of facts or development of which it becomes aware that would result in or would reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect.

(c) Purchaser shall give notice to Seller as soon as practicable upon becoming aware of any event, circumstance, condition, fact, effect, or other matter that resulted in, or that would be reasonably likely to result in:

(i) any representation or warranty set forth in Article 4 being or becoming untrue or inaccurate in any material respect with respect to Purchaser as of any date on or after the date hereof (as if then made, except to the extent such representation or warranty is expressly made only as of a specific date, in which case as of such date); or

(ii) failure by Purchaser to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by Purchaser under this Agreement, provided, however, that no such notification shall affect or cure a breach of any of the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the Parties under this Agreement.

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Section 5.11. Reorganizations.

If and when all the conditions set forth in Article 7 have been satisfied (other than those conditions which are to be satisfied simultaneously with, or immediately prior to, the Closing), then Seller shall undertake such lawful sales, assignments, mergers, reorganizations or similar transactions of its entities or assets (collectively, the “Reorganizations”) as reasonably requested by Purchaser and which cannot be undertaken by Purchaser simultaneously with or following the Closing without depriving Purchaser of the material benefits it expects to receive from the Reorganizations; provided, that, Seller shall have no obligation to consummate the Reorganizations if the Reorganizations would have a materially detrimental effect (as determined in the reasonable good faith discretion of Seller) upon Seller or its employees, officers, directors, shareholders or holders of claims against the Seller. It is further agreed that the Reorganizations shall be undertaken as close to the Closing Date as possible. Purchaser shall indemnify and hold Seller, its employees, officers, directors, shareholders or holders of claims against the Seller harmless for all Liabilities (including, without limitation, foreign taxes or other taxes) incurred by any of them in connection with such Reorganizations and shall acknowledge such in a writing reasonably acceptable to Seller prior to the consummation of the Reorganizations. Purchaser’s indemnification of Seller and its employees, officers, directors, shareholders or holders of claims against the Seller shall be full and complete and shall not be subject to any limitations, holdbacks, baskets, offsets or similar adjustments under this Agreement, and shall not be applied against the maximum amount of Transfer Taxes for which Purchaser has agreed to be liable under Section 5.12 hereunder.

If any such Reorganization requires the approval of the Bankruptcy Court, the Parties shall cooperate and use their respective commercially reasonable efforts to obtain such approval and any such Reorganization shall be subject to the receipt of such Bankruptcy Court approval.

Section 5.12. Transfer Taxes.

(a) In addition to and not in limitation of the provisions of Section 5.11, Purchaser agrees that it will be liable for, and shall hold Seller harmless from, any and all Transfer Taxes incurred pursuant to the transactions contemplated by this Agreement and the Ancillary Agreements, including any transfer of property requested by Purchaser to facilitate such transactions, up to the amount of Seven Hundred Fifty Thousand Dollars ($750,000). Seller agrees that it will be liable for, shall promptly pay when due and shall hold Purchaser harmless from, any and all Transfer Taxes incurred pursuant to the transactions contemplated by this Agreement and the Ancillary Agreements, including any transfers of property requested by Purchaser to facilitate such transactions, to the extent such Transfer Taxes exceed Seven Hundred Fifty Thousand Dollars ($750,000). Seller shall make reasonable efforts to obtain a ruling in an Order from the Bankruptcy Court finding that the transactions contemplated by this Agreement are exempt from Transfer Taxes to the extent permitted by applicable Law. Any interest paid or owed with respect to Transfer Taxes shall be paid by Purchaser or Seller based on which of such Parties was liable for the underlying Tax hereunder. For the avoidance of doubt, the Parties agree that any income Tax or similar Tax incurred by the Tower Group or any Tax on capital gain arising out of the transactions contemplated by this Agreement shall not be a Transfer Tax for the purposes of this Agreement.

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(b) Purchaser shall reimburse Seller by wire transfer of immediately available funds within thirty (30) days of Seller’s written notice of payment of (i) any Transfer Taxes for which Purchaser is liable under Section 5.12(a) and (ii) any other Taxes assumed by Purchaser as a Working Capital Obligation and Purchaser shall not assert any right of offset with respect to such reimbursement obligations. Purchaser shall have the right to withhold such amounts from the amounts to be paid pursuant to this Section 5.12 in accordance with applicable Law.

(c) Purchaser and Seller agree to utilize, or cause their respective Affiliates to utilize, the alternate procedure set forth in Revenue Procedure 2004-53 with respect to wage reporting.

Section 5.13. Name Change.

At Closing, Seller shall deliver to Purchaser executed certificates and other instruments for filing and promptly following the Closing, such certificates and instruments as filed in each jurisdiction where a Seller entity is formed and in each jurisdiction where such Seller entity is registered as a Foreign Entity that shall effect a change of Seller entity’s name (“Name Change Filings”) to any name Seller reasonably selects provided such name does not contain the words “Tower”, “Automotive”, “Algoods” or “Trylon” and any derivation thereof. Notwithstanding the foregoing, Purchaser hereby grants to Seller a royalty-free, non-transferable license to use the name “Tower Automotive, Inc.” in connection with the Chapter 11 cases (the “Chapter 11 Cases”) and post-confirmation administrative and wind-down related activities.

Section 5.14. Certain Contract Matters.

(a) With respect to the negotiation, execution and delivery of (i) a new Collective Bargaining Agreement between the Company or any Company Subsidiary with The International Union, United Automobile, Aerospace & Agricultural Implement Workers of America as the recognized representative for the hourly workforce at the Seller’s Bellevue, Ohio facility, or (ii) a new Collective Bargaining Agreement or an extension or modification of the existing Collective Bargaining Agreement, in respect of Seller’s Chicago, Illinois facility, with the International Union, United Automobile, Aerospace & Agricultural Implement Workers of America, and its Local No. 3212, Seller shall not enter into any such agreement without first informing Purchaser of all of the material terms and provisions thereof.

(b) Neither the Company nor any Company Subsidiary shall consummate or complete any joint venture agreement with Rasandik Engineering Industries India Ltd, without the prior written consent of Purchaser, consent not to be unreasonably withheld or delayed.

Section 5.15. Certain Tax Matters.

Seller shall permit Purchaser to review and comment on each Tax Return (a) of any Seller that is filed after the date of this Agreement if that Tax Return is filed with respect to any period that includes, or any event that occurs on, any date between February 2, 2005 and the Closing Date, and (b) of any Foreign Entity that is filed after the date of this Agreement, regardless of the period covered by the Tax Return. Seller shall provide to Purchaser for its

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review and comment all income Tax Returns, including German federal and German trade Tax Returns and any similar returns to be filed in any jurisdiction, as soon as they become available, even prior to May 15, 2007. Seller and Purchaser shall work to compile by May 15, 2007 a list of all other applicable Tax Returns which will be made available to Purchaser; provided, however, that Purchaser shall make the final determination as to which Tax Returns it shall be permitted to review and comment on. Purchaser shall review such Tax Returns promptly such that they can be timely filed, and Seller shall make such revisions to such Tax Returns as are reasonably requested by Purchaser. Seller shall promptly give written notice to Purchaser of any inquiry, audit, or other proceeding by any Taxing authority of (x) any Seller if such inquiry, audit, or other proceeding is with respect to any period that includes, or any event that occurs on, any date between February 2, 2005 and the Closing Date or (y) any Foreign Entity for any period. Seller and Purchaser shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with any such inquiry, audit, or other proceeding, and Purchaser shall have the sole right to direct the response to the inquiry, audit, or other proceeding if the Tax at issue is a Working Capital Obligation or is with respect to any Foreign Entity.

Section 5.16. Assumed Contracts and Cure Amounts.

Seller shall cooperate with Purchaser and use commercially reasonable efforts to assemble a comprehensive list of all of Seller’s executory contracts and unexpired leases of real and personal property together with Cure Amounts (the “Assumed Contract List”) and Seller shall provide a final Assumed Contract List (including its good faith determination of Cure Amounts) to Purchaser on or before May 14, 2007. A preliminary list, without cure amounts, is attached as Schedule 5.16. On or before June 4, 2007, Seller shall file, pursuant to section 365 of the Bankruptcy Code, one or more motions (the “365 Motions”) with the Bankruptcy Court seeking authorization to (a) assume and assign to Purchaser any of the executory contracts or unexpired leases designated by Purchaser to be included in the 365 Motions and (b) to fix the maximum amount of any Cure Amount, provided, however, notwithstanding the provisions contained in the definition of Excluded Assets or otherwise, Purchaser shall have the unfettered right to remove any executory contract or unexpired lease from the Assumed Contracts in its discretion at any time through Closing. In the event Purchaser identifies any executory contract or unexpired lease that it wants to be included as an Assumed Contract after the filing of the 365 Motions and that was not previously on the final Assumed Contract List or identified to Purchaser in writing a reasonable period of time prior to the filing of the 365 Motions and deleted by Purchaser, Seller shall use its reasonable best efforts, and in compliance with section 365 of the Bankruptcy Code, to assume and assign such executory contract or unexpired lease to Purchaser.

ARTICLE 6.

EMPLOYEE MATTERS

Section 6.1. Employee Matters.

(a) Purchaser shall offer employment to Seller’s union-represented employees at purchased facilities, and to other active Seller Employees on an at will basis, on such terms and conditions as Purchaser deems appropriate (subject to Section 6.1(c) below). Except as otherwise provided by Section 6.1(b) below, such offers of employment shall be for employment with Purchaser effective upon the Closing Date.

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(b) All Seller Employees who accept Purchaser’s offer of employment (by reporting to work or otherwise), or, in the case of a Seller Employee on an approved leave of absence with the Tower Group as of the Closing Date who returns to work by no later than the date that such Seller Employee’s approved leave of absence expires, shall become employees of Purchaser as of the later of the Closing Date or the date he or she returns to work (“Hired Employees”). Seller hereby releases all Seller Employees from any employment, noncompete and/or confidentiality agreement (or similar agreement) previously entered into between Seller, to the extent necessary to allow such Seller Employees to serve Purchaser.

(c) For all non-union Hired Employees, Purchaser shall employ such individuals on an at-will basis on terms that provide (i) the same or greater base salary, wages and bonus and incentive compensation opportunity (including, for Seller Employees with employment offer letters disclosed on Schedule 3.14, the same economic terms and conditions of employment as described therein, without regard to any equity awards or any amounts that would be duplicative of other payments made to the employee) and (ii) employee benefit packages that are substantially similar in the aggregate to the current benefits provided such Seller Employees including, but not limited to, medical and dental coverage and a 401(k) plan (such 401(k) plan to be implemented by Purchaser on the Closing Date). For all non-union Hired Employees who remain employed by Purchaser during the period, Purchaser will maintain the requisite level of salary and wages for a minimum of one (1) year from the Closing Date and such benefits through the end of the applicable plan year ending after the Closing Date. Terms and conditions of unionized Hired Employees will be as determined by applicable Collective Bargaining Agreements.

(d) Effective upon the Closing Date, Purchaser shall assume sponsorship of each Assumed Plan (including all related assets and benefit Liabilities thereunder). Effective upon the Closing Date, Seller shall transfer to Purchaser any and all trusts, insurance contracts, accounts or other funding arrangements with respect to the Assumed Plans. Seller and Purchaser shall cooperate in good faith in obtaining all consents, authorizations and approvals of any third party or Governmental Authority required to effect the transfer of the sponsorship of each Assumed Plan. Seller shall, on or prior to the Closing Date, transfer to Purchaser all Assumed Plan Documents and Records in the possession of, or under the direct or indirect control of, Seller, any Affiliate of Seller or any fiduciary or administrator of an Assumed Plan. Seller shall also use commercially reasonable efforts to cause each third party who performs services with respect to an Assumed Plan, including trustees, actuaries, accountants, consultants, investment managers and advisors, and attorneys, to transfer to Purchaser or its designee such Assumed Plan Documents and Records as Purchaser may reasonably require to maintain and administer each Assumed Plan and any related trusts, accounts or other funding arrangements. To the extent that any Assumed Plan Documents and Records are in electronic format, Seller and Purchaser shall cooperate and use good faith efforts to have such Assumed Plan Documents and Records transferred to Purchaser or its designee(s) electronically.

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(e) Except as set forth in Section 6.1(c), nothing contained in this Agreement shall restrict Purchaser from changing any benefit plan, policy or arrangement of Purchaser, after the Closing Date.

(f) No past, present or future employees of Seller or Purchaser, no labor organization, and no employee benefit plan shall be treated as third-party beneficiaries of the provisions contained in this Agreement.

(g) Purchaser acknowledges that the consummation of the transactions contemplated hereby shall constitute a “Change in Control” as defined in the Change in Control Agreements; provided, that Seller represents that (except with respect to one individual previously disclosed to Purchaser who had a “Qualifying Termination”) no payment rights are triggered solely by the Change in Control and any payment owed thereunder shall only be paid in the event that a “Qualifying Termination” (having the meaning contained in the Change in Control Agreements) occurs pursuant to the terms of such Change in Control Agreements. Seller shall furnish, upon the reasonable request of Purchaser, any prepared reports pertaining to the Change in Control Agreements.

(h) Purchaser shall continue Seller’s leave of absence policies for Seller Employees who are on leave of absence as of the Closing Date (including leave of absence due to disability) for the balance of their leave, subject to such changes, if any, as Purchaser may make that are consistent with any leave of absence policy that is applicable to similarly situated Hired Employees following the Closing Date generally.

(i) Purchaser shall permit its 401(k) or other tax-qualified defined contribution plan to accept rollovers of distributions (or direct rollovers) from Seller’s 401(k) plan, including rollovers of loans in kind.

(j) Each Hired Employee shall, to the extent permitted by Law and applicable tax qualification requirements, and subject to any applicable break in service or similar rule, receive credit (for eligibility to participate, for vesting and for vacation and severance entitlement, but not for other benefit accrual purposes) under Purchaser employee benefit plans for years of service with the Tower Group prior to the Closing Date that were recognized under a similar employee benefit plan of the Tower Group for such Hired Employee (except to the extent that doing so would cause a duplication of benefits).

Section 6.2. Management Incentive Plan.

On or after the Closing Date, Purchaser shall implement a management incentive plan (the “Management Incentive Plan”) for the benefit of the members of Purchaser’s management team (the “Senior Management”). The type and manner of awards pursuant to the Management Incentive Plan, and the Management Incentive Plan’s other terms and conditions shall be determined in the sole discretion of Purchaser in consultation with Senior Management. The Management Incentive Plan may provide, among other things, for the availability to Senior Management, restricted common stock grants, phantom options for the purchase of common stock or other equity equivalents for such common stock and shall be approximately equivalent to ten percent (10%) of Purchaser’s common stock on a fully diluted basis on the Closing Date. Purchaser agrees to grant, at a minimum, fifty percent (50%) of such awards to Senior Management within ninety (90) days of the Closing Date.

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ARTICLE 7.

CONDITIONS TO CLOSING

Section 7.1. Mutual Conditions to Closing.

The respective obligations of each Party to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver at or prior to the Closing, of each of the following conditions:

(a) The Bankruptcy Court shall have entered the (i) Sale Order and (ii) the Confirmation Order, and each such Order shall be a Final Order on the Closing Date;

(b) no statute, rule, regulation, executive order, decree, ruling, injunction or other Order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced by any Governmental Authority and (ii) no claim, suit action, investigation, litigation or proceeding shall be pending or threatened in or before any Governmental Authority, in either case, which prohibits or seeks to prohibit the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements; provided, however, that prior to invoking this condition each Party agrees to comply with Section 5.6;

(c) (i) the waiting period (and any extension thereof) applicable to the transactions contemplated by this Agreement under the HSR Act shall have been terminated or shall have expired, and (ii) all other material authorizations, consents, Orders or approvals of, or declarations or filings with, or expiration of waiting periods imposed by, any Governmental Authority necessary for the consummation of the transactions contemplated by this Agreement shall have been filed or been obtained; and

(d) each Ancillary Agreement shall have been executed by the applicable Party to such agreement.

Section 7.2. Conditions to Obligations of Purchaser.

The obligations of Purchaser to consummate the transactions contemplated by this Agreement shall be further subject to the satisfaction or waiver at or prior to the Closing, of each of the following conditions:

(a) The representations and warranties of Seller set forth in this Agreement including, without limitation, the representations contained within each Monthly Representation Report, shall be true and correct in all respects, on and as of the Closing Date (unless any such representation or warranty is made only as of a specific date, in which event such representation and warranty shall be true and correct in all respects as of such specified date) with the same effect as though such representations and warranties had been made or given on and as of the Closing Date, except where the failure of any such representations and warranties to be so true and correct, in the aggregate, has not had and would not reasonably be likely to have a Material Adverse Effect;

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(b) Seller shall have performed and complied with, in all material respects, the obligations, agreements and covenants, required to be performed by or complied with by it under this Agreement at or prior to the Closing Date;

(c) Purchaser shall have received a certificate of an executive officer of the Seller, on behalf of the Seller and not in such executive officer’s individual capacity (the “Seller Certificate”), certifying that, to the best of such executive officer’s knowledge, the conditions set forth in Section 7.2 have been satisfied;

(d) Seller shall have delivered to Purchaser all items set forth in Section 2.8 of this Agreement;

(e) Seller shall have assumed and assigned to Purchaser all of the Assumed Contracts that constitute material customer and vendor agreements as reasonably identified by Purchaser on Schedule 5.16 and substantially all other Assumed Contracts on Schedule 5.16, as Schedule 5.16 is modified by Purchaser through the Closing;

(f) If requested by Purchaser, Seller shall have received or obtained all third party consents in respect (i) of any joint venture, partnership, operating or shareholder agreement (other than Metalsa), (ii) of the transfer of the direct or indirect ownership of any Foreign Entity, or (iii) any contract to the extent such default would reasonably be likely to cause at least Two Million Dollars ($2,000,000) of Liabilities or damages for Purchaser, unless as a result of the Sale Order or other Final Order of the Bankruptcy Court, no third party consent is required for Purchaser to receive the full benefits of the agreements, ownership interests or contracts referred to above without default or damage thereto, which consents may be set forth, from time to time, on Schedule 7.2(f), as modified by Purchaser, from time to time, until five (5) Business Days prior to the Closing;

(g) Since January 1, 2007, no event or events shall have occurred which has or would reasonably be expected to have a Material Adverse Effect;

(h) The amount of the DIP Payment shall not exceed Six Hundred Eighty Million Dollars ($680,000,000) net of Seller’s domestic entities’ unrestricted cash;

(i) The amount of Net Foreign Financial Indebtedness shall not exceed the equivalent of One Hundred Five Million Dollars ($105,000,000) (and Purchaser shall have received a certificate of the Chief Financial Officer of Seller on behalf of Seller and not in his personal capacity calculating Net Foreign Financial Indebtedness in accordance with this Agreement in reasonable detail);

(j) the amount of the Second Lien Payment plus the amount of the IRB Payment shall not exceed Eighty Four Million Eight Hundred Thousand Dollars ($84,800,000).

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Section 7.3. Conditions to Obligations of Seller.

The obligations of Seller to consummate the transactions contemplated by this Agreement shall be further subject to the satisfaction or waiver at or prior to the Closing Date of the following conditions:

(a) Purchaser shall have delivered to, or on behalf of, Seller, the portion of the Purchase Price required to be delivered at Closing in the manner required herein;

(b) The representations and warranties of Purchaser set forth in this Agreement shall be true and correct in all material respects, in each case as of the Closing Date as though made on and as of such date (unless any such representation or warranty is made only as of a specific date, in which event such representation and warranty shall be true and correct in all material respects as of such specified date);

(c) Purchaser shall have performed in all material respects the material obligations (except with respect to the obligation to pay the Purchase Price in accordance with the terms of this Agreement, which obligations shall be performed in all respects as required under this Agreement), and complied in all material respects with the agreements and covenants, required to be performed by or complied with by it pursuant to this Agreement at or prior to the Closing Date;

(d) Seller shall have received a certificate of an authorized representative of Purchaser (on behalf of Purchaser and not in such authorized officer’s individual capacity), certifying that, to the best of such authorized officer’s knowledge, the conditions set forth in Section 7.3 have been satisfied;

(e) Purchaser shall have delivered to Seller all items set forth in Section 2.9 hereto; and

(f) all conditions set forth in the Plan to have been satisfied prior to effectiveness of the Plan shall have been satisfied.

ARTICLE 8.

TERMINATION, AMENDMENT AND WAIVER

Section 8.1. Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing Date:

(a) by mutual written consent of each Party hereto;

(b) by any Party hereto if any court of competent jurisdiction or other Governmental Authority located or having jurisdiction within the United States shall have issued a Final Order or taken any other final action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such Order, or other action is or shall have become final and nonappealable; provided, however, that neither Seller nor Purchaser shall have the right to terminate this Agreement pursuant to this Section 8.1(b) if such Party or any of its Affiliates has sought entry of, or has failed to use all commercially reasonable efforts to oppose entry of, such Order;

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(c) by Purchaser if the Closing Date shall not have occurred on or before July 31, 2007 (the “Termination Date”); provided, however, the right to terminate this Agreement pursuant to this Section 8.1(c) shall not be available to Purchaser if any action of Purchaser or the failure of Purchaser to perform any of its obligations pursuant to this Agreement required to be performed at or prior to the Closing Date has been the cause of, or resulted in, the failure of the Closing Date to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement;

(d) by Seller if the Closing Date shall not have occurred on or before August 31, 2007; provided, however, the right to terminate this Agreement pursuant to this Section 8.1(d) shall not be available to Seller if any action of Seller or the failure of Seller to perform any of its obligations pursuant to this Agreement required to be performed at or prior to the Closing Date has been the cause of, or resulted in, the failure of the Closing Date to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement;

(e) by Seller if there shall have been a material breach of any covenant or agreement on the part of Purchaser contained in this Agreement such that the condition set forth in Section 7.3 would not be satisfied and which shall not have been cured prior to the earlier of (A) ten (10) Business Days following notice of such breach and (B) the Termination Date;

(f) by Purchaser if there shall have been a material breach of any covenant or agreement on the part of Seller contained in this Agreement such that the condition set forth in Section 7.2 would not be satisfied and which shall not have been cured prior to the earlier of (i) ten (10) Business Days following notice of such breach and (ii) the Termination Date;

(g) by Purchaser if the:

(i) Seller shall fail to file the Plan and an accompanying disclosure statement with the Bankruptcy Court on or before May 1, 2007; provided that Purchase must exercise the termination right of this Section 8.1(g)(i) prior to the date that is five (5) Business Days following the date that Seller shall file the Plan and an accompanying disclosure statement with the Bankruptcy Court;

(ii) Bankruptcy Court shall fail to enter, on or before June 5, 2007, an Order approving Seller’s disclosure statement; provided that Purchaser must exercise the termination right of this Section 8.1(g)(ii) prior to the date that is five (5) Business Days following the date that the Bankruptcy Court shall enter an Order approving Seller’s disclosure statement;

(iii) Bankruptcy Court shall fail to enter on or before July 11, 2007 the Confirmation Order; provided that Purchaser must exercise the termination right of this Section 8.1(g)(iii) prior to the date that is five (5) Business Days following the date that the Bankruptcy Court shall enter the Confirmation Order;

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(iv) Confirmation Order does not become a Final Order on or before July 23, 2007; provided that Purchaser must exercise the termination right of this Section 8.1(g)(iv) prior to the date that is five (5) Business Days following the date that the Confirmation Order shall become a Final Order;

(v) Seller shall fail to hold an Auction on or before June 25, 2007;

(vi) Bankruptcy Court shall fail to enter, on or before July 11, 2007, an Order designating Purchaser as the successful bidder;

(vii) Seller’s 2006 Audited Statements are not completed and delivered to Purchaser in final form by July 5, 2007; provided, however, Purchaser must exercise the termination right set forth in this Section 8.1(g)(vii) within ten (10) Business Days of receiving such 2006 Audited Statements;

(viii) Seller’s 2006 Audited Statements are not materially consistent with the information Seller disclosed or made available to Purchaser prior to the execution of the Agreement, including information disclosed in the SEC Reports filed prior to the date of this Agreement, disclosed in the bankruptcy filings, or disclosed on the Company Disclosure Schedule; provided, however, Purchaser must exercise the termination right set forth in this Section 8.1(g)(viii) within ten (10) Business Days of receiving such 2006 Audited Statements;

(ix) if an examiner with expanded powers is appointed in one or more of Seller’s Chapter 11 Cases;

(x) if the Bankruptcy Case is converted to Chapter 7 of the Bankruptcy Code;

(xi) if a trustee is appointed for Seller; or

(xii) if Purchaser’s meetings with Ford, Volkswagen, DaimlerChrysler, BMW and/or Hyundai/Kia shall disclose to Purchaser information that individually or in the aggregate is materially adverse to Seller’s business or that could reasonably be expected to be materially adverse to Seller’s business as a whole and is not materially consistent with the information Seller disclosed or made available to Purchaser prior to the execution of the Agreement, provided, however, the termination right set forth in this Section 8.1(g)(xii) shall only be exercisable if Purchaser (A) uses its reasonable efforts (Seller also being required to use its reasonable efforts) to hold the Purchaser Customer Meetings as soon as reasonably practicable after the date hereof; and (B) exercises the termination right set forth in this Section 8.1(g)(xii) on or prior to June 1, 2007.

(h) by any Party hereto if (i) Seller executes an agreement which contemplates an Alternative Transaction or (ii) Seller consummates an Alternative Transaction or a Partial Acquisition;

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(i) by Purchaser, if a payment default (whether or not waived by the DIP Lender) with respect to the DIP Revolver or the DIP Term Loan (as defined in the DIP Loan Credit Agreement) occurs or if there is any acceleration of the amounts due under the DIP Loan Credit Agreement.

(j) by Purchaser if the amount of the DIP Loan exceeds Six Hundred Eighty Million Dollars ($680,000,000) net of Seller’s domestic entities’ unrestricted cash for any three (3) consecutive days; provided that Purchaser must exercise the termination right contained in this Section 8.1(j) prior to the date that is ten (10) calendar days after the date that Purchaser is notified in writing that the amount of the DIP Loan net of Seller’s domestic entities’ unrestricted cash is again less than Six Hundred Eighty Million Dollars ($680,000,000), which notice shall also identify the amount of the borrowing in excess of the limits set forth in this Section 8.1(j).

Section 8.2. Effect of Termination.

(a) In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall forthwith become void and there shall be no Liability or obligation on the part of any Party hereto, except with respect to Sections 3.23, 4.6, 5.2(b), 5.6, this Section 8.2 and Article 9, which shall survive such termination; provided, however, that, subject to the provisions of this Section 8.2, nothing herein shall relieve any Party from Liability for any breach hereof. Notwithstanding the foregoing, it is understood and agreed that if this Agreement is properly terminated by Seller pursuant to Section 8.1(e), then Seller shall be entitled to receive, as liquidated damages and not as a penalty, the sum of Fifteen Million Dollars ($15,000,000) subject to the procedures contained in the Escrow Agreement. In addition, upon such a termination pursuant to Section 8.1(e), Seller shall be entitled to prove that its actual contractual damages arising directly from the breach by Purchaser exceeded Fifteen Million Dollars ($15,000,000), and in such event, it may recover up to a maximum of Twenty Five Million Dollars ($25,000,000) (inclusive of the liquidated damages amount set forth in this Section 8.2). The Deposit shall be the exclusive source of funds for recovery by Seller of liquidated damages and/or any additional damages arising from this Agreement, so that in no event shall Purchaser have any liability under this Agreement in excess of the Deposit. In addition to, and not in limitation of the foregoing, Purchaser shall under no circumstances be liable for punitive damages.

(b) In the event that this Agreement is terminated for any reason other than pursuant to Section 8.1(e), Seller shall promptly following such termination instruct the Escrow Agent to return the Deposit to Purchaser.

(c) Notwithstanding anything herein to the contrary, in the event this Agreement is terminated pursuant to Section 8.1(g), Purchaser shall have the rights granted to it in the Marketing Protocol Order.

No provision herein shall affect or modify the rights of the Parties under the Marketing Protocol Order.

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Section 8.3. Amendment. This Agreement may not be amended except by a written instrument executed and delivered by the Parties hereto.

Section 8.4. Waiver.

(a) At any time prior to the Closing Date, any Party hereto may in writing:

(i) extend the time for the performance of any of the obligations or other acts of the other Parties hereto;

(ii) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto; and

(iii) subject to the requirements of applicable Law, waive compliance with any of the agreements or conditions contained herein.

(b) Any such extension or waiver shall be valid if set forth in an instrument in writing signed by the Party or Parties to be bound thereby.

ARTICLE 9.

GENERAL PROVISIONS

Section 9.1. Non-Survival of Representations, Warranties and Agreements.

None of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and agreements, shall survive the Closing Date, except for (i) those covenants and agreements contained herein that by their terms apply or are to be performed in whole or in part after the Closing Date and (ii) this Article 9.

Section 9.2. Materiality; Company Disclosure Schedule.

(a) As used in this Agreement, unless the context would require otherwise, the terms “material” and the concept of the “material” nature of an effect upon Seller shall be measured relative to the entire business of the Tower Group taken as a whole. There have been, however, included in the Company Disclosure Schedule and may be included elsewhere in this Agreement items which are not “material” within the meaning of the immediately preceding sentence in order to avoid any misunderstanding, and such inclusion shall not be deemed to be an agreement by Seller that such items are “material” or to further define the meaning of such term for purposes of this Agreement. Disclosures included in any Schedule of the Company Disclosure Schedule shall be considered to be made for purposes of all other sections of the Company Disclosure Schedule to the extent that the relevance of any such disclosure to any other section of the Company Disclosure Schedule is reasonably apparent from the text of such disclosure.

(b) From time to time prior to the Closing, Seller may supplement or amend the Company Disclosure Schedule. No supplement or amendment of a Company Disclosure Schedule shall cure any breach of any representation or warranty.

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Section 9.3. Notices.

(a) Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Section 9.3 prior to 5:00 p.m. (Eastern Standard Time) on a Business Day, (ii) the Business Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Agreement later than 5:00 p.m. (Eastern Standard Time) on any date and earlier than 11:59 p.m. (Eastern Standard Time) on such date, (iii) when received, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the Party to whom such notice is required to be given.

(b) The address for such notices and communications shall be as follows:

if to Seller or the Company:

Tower Automotive, Inc.

27275 Haggerty Road

Novi, Michigan 48377

Facsimile:	(248) 675-6459
Attention:	Ms. Kathleen Ligocki

with a copy to (which shall not constitute notice):

Kirkland & Ellis LLP

200 East Randolph Drive

Chicago, Illinois 60601

Facsimile:	(312) 861-2200
Attention:	Jeffrey C. Hammes P.C.
	Anup Sathy, P.C.

if to Purchaser:

TA Acquisition Company, LLC

c/o Cerberus Capital Management, L.P.

299 Park Avenue

New York, New York 10171

Facsimile:	(212) 891-1541
Attention:	Mr. Dev B. Kapadia, Managing Director
	Mr. Seth Gardner, Managing Director

with a copy to (which shall not constitute notice):

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Lowenstein Sandler PC

1251 Avenue of the Americas

New York, New York 10020

Facsimile:	(973) 597-2425
Attention:	Robert G. Minion, Esq.

Section 9.4. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

Section 9.5. Entire Agreement. This Agreement, the Company Disclosure Schedule, the Confidentiality Agreement, the Marketing Protocol Order and the Ancillary Agreements constitute the entire agreement of the Parties hereto with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, between the Parties hereto with respect to the subject matter hereof including, without limitation, that certain Term Sheet for the Sale of Tower Automotive, Inc., dated as of March 28, 2007 by and between the Company and Cerberus Capital Management, L.P.

Section 9.6. Assignment. (a) This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns (including, with respect to the Seller, the Post-Consummation Trust). No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, however, Purchaser may, without Seller’s consent:

(i) assign any or all of its rights and interests hereunder to one or more of its Affiliates;

(ii) designate one or more of its Affiliates to perform its obligations hereunder; or

(iii) assign its rights hereunder to its lenders as collateral for indebtedness.

(b) In the event Purchaser assigns its rights as set forth in this Section 9.6, Purchaser and any of its United States Affiliates that acquire any Acquired Assets, other than interests in any Foreign Entities, shall be jointly and severally responsible for the performance of all of its obligations pursuant to this Agreement.

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Section 9.7. No Third Party Beneficiaries. This Agreement is not intended, and shall not be deemed, to:

(a) confer any rights or remedies upon any Person other than Parties hereto and their respective successors and permitted assigns;

(b) to create any agreement of employment with any Person; or

(c) to otherwise create any third party beneficiary hereto.

Section 9.8. Governing Law.

This Agreement shall be construed, performed and enforced in accordance with, and governed by, the Laws of the State of New York (without giving effect to the principles of conflicts of Laws thereof), except to the extent that the Laws of such state are superseded by the Bankruptcy Code; provided that, the validity and enforceability of all conveyance documents or instruments executed and delivered pursuant to this Agreement insofar as they affect title to real property shall be governed by and construed in accordance with the Laws of the jurisdiction in which such property is located.

Section 9.9. Jurisdiction. In addition, each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the Bankruptcy Court in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court, (iii) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Bankruptcy Court and (iv) to the fullest extent permitted by Law, consents to service being made through the notice procedures set forth in Section 9.3. Each party hereto hereby agrees that, to the fullest extent permitted by Law, service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 9.3 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby.

Section 9.10. Waiver of Jury Trial.

EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT, OR THE ANCILLARY AGREEMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE, IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT ANCILLARY AGREEMENTS AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (II) IT UNDERSTANDS

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AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.10.

Section 9.11. Counterparts; Electronic Transmission.

This Agreement may be executed and delivered:

(a) in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same Agreement and binding on all of the Parties hereto, notwithstanding that all of the Parties are not signatory to the original or to the same counterpart; and

(b) via (i) facsimile transmission or (ii) other electronic transmission which provides an accurate copy of this Agreement (collectively, the “Electronic Copy”), which such Electronic Copy shall be deemed an original.

Section 9.12. Interpretation.

(a) When reference is made in this Agreement to a Section or Schedule, such reference shall be to a Section or Schedule of this Agreement unless otherwise indicated.

(b) The table of contents and headings contained in this Agreement are for convenience of reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

(c) Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”

(d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

Section 9.13. Expenses. Except as set forth in this Agreement and whether or not the transactions contemplated hereby are consummated, each Party shall bear all costs and expenses incurred or to be incurred by such Party in connection with this Agreement and the consummation of the transactions contemplated hereby.

Section 9.14. Currency. All references to currency amounts or “$” or “Dollars” set forth in this Agreement shall be deemed United States of America legal tender unless expressly stated otherwise. To the extent the context requires, all foreign currencies shall be translated at the Budgeted Exchange Rate, if stated, or the spot rate as set forth in The Wall Street Journal on May 1, 2007.

Section 9.15. Preparation of this Agreement. Purchaser and Seller hereby acknowledge that:

(a) Purchaser and Seller jointly and equally participated in the drafting of this Agreement and the Ancillary Agreements;

(b) Purchaser and Seller have been adequately represented and advised by legal counsel with respect to this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby; and

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(c) No presumption shall be made that any provision of this Agreement shall be construed against either Party by reason of such role in the drafting of this Agreement and the Ancillary Agreements.

Section 9.16. Releases.

(a) Effective as of the Closing, Seller and, to the extent Seller has the authority to bind such Person, each of its past and present stockholders, officers, directors, attorneys, successors, assigns, employees, agents, servants, parent companies, subsidiaries, affiliates, related corporations, partners, representatives, predecessors, insurers, indemnitors, and creditors, hereby release, covenant not to sue, acquit and forever discharge Purchaser and its Affiliates including all Foreign Entities and each of their respective stockholders, officers, directors, attorneys, successors, assigns, employees, agents, servants, attorneys, parent companies, subsidiaries, Affiliates related corporations, partners, representatives, predecessors, insurers, indemnitors, and any and all persons acting by, through, under or in concert with any of them, from any claims arising prior to the Closing; provided, however that this release shall not include a release of any rights under this Agreement.

(b) Effective as of the Closing, Purchaser and, to the extent Purchaser has the authority to bind such Person, and each of its past and present stockholders, officers, directors, attorneys, successors, assigns, employees, agents, servants, parent companies, subsidiaries, affiliates, related corporations, partners, representatives, predecessors, insurers, indemnitors, and creditors, hereby release, covenant not to sue, acquit and forever discharge Seller and its Affiliates and each of their respective stockholders, officers, directors, attorneys, successors, assigns, employees, agents, servants, attorneys, parent companies, subsidiaries, affiliates, related corporations, partners, representatives, predecessors, insurers, indemnitors, and any and all Persons acting by, through, under or in concert with any of them, from any claims arising prior to the Closing; provided, however that this release shall not include a release of any rights under this Agreement.

(signatures follow on the next page)

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IN WITNESS WHEREOF, each Seller and Purchaser have caused this Asset Purchase Agreement to be executed as of the date first written above by their respective authorized officers or signatories.

SELLER

TOWER AUTOMOTIVE, INC.

ALGOODS, USA, INC.

R.J. TOWER CORPORATION

TOWER AUTOMOTIVE BARDSTOWN, INC.

TOWER AUTOMOTIVE BOWLING GREEN, LLC

TOWER AUTOMOTIVE CHICAGO, LLC

TOWER AUTOMOTIVE FINANCE, INC.

TOWER AUTOMOTIVE GRANITE CITY, LLC

TOWER AUTOMOTIVE GRANITE CITY SERVICES, LLC

TOWER AUTOMOTIVE INTERNATIONAL, INC.

TOWER AUTOMOTIVE INTERNATIONAL HOLDINGS, INC.

TOWER AUTOMOTIVE INTERNATIONAL YOROZU HOLDINGS, INC.

TOWER AUTOMOTIVE LANSING, LLC

TOWER AUTOMOTIVE MADISON, LLC

TOWER AUTOMOTIVE MICHIGAN, LLC

TOWER AUTOMOTIVE MILWAUKEE, LLC

TOWER AUTOMOTIVE PLYMOUTH, INC.

TOWER AUTOMOTIVE PRODUCTS COMPANY, INC.

TOWER AUTOMOTIVE RECEIVABLES COMPANY, INC.

TOWER AUTOMOTIVE SERVICES AND TECHNOLOGY, LLC

TOWER AUTOMOTIVE TECHNOLOGY, INC.

TOWER AUTOMOTIVE TECHNOLOGY PRODUCTS, INC.

TOWER AUTOMOTIVE TOOL, LLC

TOWER SERVICES, INC.

TRYLON CORPORATION

By:	/s/ Kathleen Ligocki
	Name: Kathleen Ligocki
	Title: President & CEO
TOWER AUTOMOTIVE, S.R.O.
By:	/s/ Gerrit Kotterman
	Name: Gerrit Kotterman
	Title: Managing Director

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PURCHASER
TA ACQUISITION COMPANY, LLC
By:	/s/ Dev B. Kapadia
	Name: Dev B. Kapadia
	Title: President

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EX-10.1

Exhibit 10.1

EXECUTION COPY

REVOLVING CREDIT AND GUARANTY AGREEMENT

Dated as of July 31, 2007

Among

TOWER AUTOMOTIVE HOLDINGS USA, LLC

as Borrower,

and

TOWER AUTOMOTIVE, LLC, TOWER AUTOMOTIVE HOLDINGS I,

LLC, TOWER AUTOMOTIVE HOLDINGS II(a), LLC, TOWER

AUTOMOTIVE HOLDINGS II(b), LLC, AND THE OTHER

GUARANTORS PARTY HERETO,

as Guarantors,

THE LENDERS PARTY HERETO,

and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

GOLDMAN SACHS CREDIT PARTNERS L.P.,

Syndication Agent

J.P. MORGAN SECURITIES INC. and

GOLDMAN SACHS CREDIT PARTNERS L.P.,

Joint Bookrunners

and

Joint Lead Arrangers

MERRILL LYNCH CAPITAL,

WACHOVIA CAPITAL FINANCE (CENTRAL) and

WELLS FARGO FOOTHILL, LLC,

Co-Documentation Agents

TABLE OF CONTENTS

	PAGE
ARTICLE 1 DEFINITIONS
Section 1.01. Defined Terms	2
Section 1.02. Terms Generally	46
Section 1.03. Accounting Terms; GAAP	47
ARTICLE 2
AMOUNT AND TERMS OF CREDIT
Section 2.01. Revolving Credit Commitments	47
Section 2.02. Swing Line Commitment	48
Section 2.03. Letters of Credit	50
Section 2.04. Requests for Borrowings	56
Section 2.05. Funding of Borrowings	57
Section 2.06. Interest Elections	57
Section 2.07. Interest on Loans	59
Section 2.08. Default Interest	59
Section 2.09. Alternate Rate of Interest	59
Section 2.10. Repayment of Loans; Evidence of Debt	60
Section 2.11. Optional Termination or Reduction of Commitment	60
Section 2.12. Mandatory Prepayment	61
Section 2.13. Optional Prepayment of Loans	62
Section 2.14. Increase in Commitments	62
Section 2.15. Increased Costs	64
Section 2.16. Break Funding Payments	65
Section 2.17. Taxes	66
Section 2.18. Payments Generally; Pro Rata Treatment	68
Section 2.19. Mitigation Obligations; Replacement of Lenders	69
Section 2.20. Certain Fees	70
Section 2.21. Commitment Fee	70
Section 2.22. Letter of Credit Fees	70
Section 2.23. Nature of Fees	70
Section 2.24. [Reserved]	71
Section 2.25. Right of Set-off	71
Section 2.26. Security Interest in Letter of Credit Account	71
Section 2.27. Payment of Obligations	71

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ARTICLE 3
REPRESENTATIONS AND WARRANTIES
Section 3.01. Organization; Powers	71
Section 3.02. Authorization; Enforceability	72
Section 3.03. Disclosure	72
Section 3.04. Financial Condition; No Material Adverse Change	72
Section 3.05. Capitalization and Subsidiaries	73
Section 3.06. Government Approvals; No Conflicts	73
Section 3.07. Compliance with Law; No Default	73
Section 3.08. Litigation and Environmental Matters	74
Section 3.09. Insurance	74
Section 3.10. Taxes	74
Section 3.11. Use of Proceeds	74
Section 3.12. Labor Relations	74
Section 3.13. ERISA	75
Section 3.14. Investment Company Status	75
Section 3.15. Properties	75
Section 3.16. Solvency	76
Section 3.17. Security Interest in Collateral	76
ARTICLE 4
CONDITIONS OF LENDING
Section 4.01. Conditions Precedent to Initial Loans and Initial Letters of Credit	76
Section 4.02. Conditions Precedent to each Loan and each Letter of Credit	82
ARTICLE 5
AFFIRMATIVE COVENANTS
Section 5.01. Financial Statements and Other Information	83
Section 5.02. Notices Of Material Events	85
Section 5.03. Borrowing Base Information	86
Section 5.04. Existence; Conduct of Business	86
Section 5.05. Insurance	87
Section 5.06. Payment of Obligations	87
Section 5.07. Compliance With Laws	87
Section 5.08. Maintenance Of Properties	87
Section 5.09. Books And Records; Inspection Rights	88
Section 5.10. Collateral Monitoring and Review	88
Section 5.11. Concentration Account; Cash Management	89
Section 5.12. Interest Rate Protection	89
Section 5.13. Additional Guarantors and Collateral; Further Assurances	89
Section 5.14. Post Closing Matters	91

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ARTICLE 6
NEGATIVE COVENANTS
Section 6.01. Liens	91
Section 6.02. Fundamental Changes	93
Section 6.03. Indebtedness	93
Section 6.04. Sale and Lease-Back Transactions	95
Section 6.05. Investments, Loans and Advances	95
Section 6.06. Disposition of Assets	97
Section 6.07. Restricted Payments; Restrictive Agreements	99
Section 6.08. Transactions With Affiliates	100
Section 6.09. Limitations On Hedging Agreements	101
Section 6.10. Other Indebtedness	101
Section 6.11. Capital Expenditures	102
Section 6.12. Fixed Charge Coverage Ratio	102
Section 6.13. Fiscal Year	102
ARTICLE 7
EVENTS OF DEFAULT
Section 7.01. Events of Default	102
ARTICLE 8
THE AGENT
Section 8.01. Administration by Agent	106
Section 8.02. Rights of Agent	106
Section 8.03. Liability of Agent	106
Section 8.04. Reimbursement and Indemnification	107
Section 8.05. Successor Agent	107
Section 8.06. Independent Lenders	108
Section 8.07. Advances and Payments	108
Section 8.08. Sharing of Setoffs	109
ARTICLE 9
GUARANTY
Section 9.01. Guaranty	109
Section 9.02. No Impairment of Guaranty	110
Section 9.03. Subrogation	111
ARTICLE 10
MISCELLANEOUS
Section 10.01. Notices	111
Section 10.02. Survival of Agreement, Representations and Warranties, Etc.	112
Section 10.03. Successors and Assigns	113

iii

Section 10.04. Confidentiality	116
Section 10.05. Expenses; Indemnity; Damage Waiver	117
Section 10.06. Choice of Law	119
Section 10.07. No Waiver	119
Section 10.08. Extension of Maturity	119
Section 10.09. Amendments, Etc.	119
Section 10.10. Severability	121
Section 10.11. Headings	121
Section 10.12. Survival	121
Section 10.13. Execution in Counterparts; Integration; Effectiveness	122
Section 10.14. Prior Agreements	122
Section 10.15. Further Assurances	122
Section 10.16. Patriot Act	123
Section 10.17. Jurisdiction; Consent To Service Of Process	123
Section 10.18. Waiver of Jury Trial	123
Section 10.19. Intercreditor Agreement	124

Pricing Schedule

ANNEX A	Revolving Credit Commitment Amounts
EXHIBIT A	Form of Security Agreement
EXHIBIT B	Form of Opinion of Lowenstein Sandler PC
EXHIBIT C	Form of Assignment and Acceptance
EXHIBIT D	Form of Borrowing Base Certificate
EXHIBIT E	Form of Commitment Acceptance
EXHIBIT F	Form of Affiliate Subordination Agreement
EXHIBIT G-1	Form of Mortgage (Fee)
EXHIBIT G-2	Form of Mortgage (Leasehold)
EXHIBIT H	Form of Compliance Certificate
EXHIBIT I	Form of Joinder Agreement
EXHIBIT J	Form of Landlord Consent and Agreement
EXHIBIT K	Form of Collateral Access Agreement
EXHIBIT L	Form of Borrowing Request

SCHEDULE 1.01(a)	Eligible Real Properties
SCHEDULE 1.01(b)	Non-Material Subsidiaries
SCHEDULE 3.05	Subsidiaries
SCHEDULE 3.06	Government Approvals
SCHEDULE 3.08	Litigation
SCHEDULE 3.12(a)	Collective Bargaining / Labor Agreements
SCHEDULE 3.12(b)	Labor Matters
SCHEDULE 3.15(a)	Properties
SCHEDULE 4.01(d)	Initial Mortgaged Properties
SCHEDULE 5.13(e)	Leasehold Interests
SCHEDULE 6.01	Liens
SCHEDULE 6.03	Indebtedness

iv

SCHEDULE 6.05	Investments
SCHEDULE 6.06(j)	Permitted Dispositions
SCHEDULE 6.08	Agreements with Affiliates

v

REVOLVING CREDIT AND GUARANTY AGREEMENT

REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of July 31, 2007 among TOWER AUTOMOTIVE HOLDINGS USA, LLC (the “Borrower”), TOWER AUTOMOTIVE, LLC (“Holdings”), TOWER AUTOMOTIVE HOLDINGS I, LLC (“Holdco”), TOWER AUTOMOTIVE HOLDINGS II(a), LLC, TOWER AUTOMOTIVE HOLDINGS II(b), LLC (together with Tower Automotive Holdings II(a), LLC, “Foreign Holdco”), the Subsidiary Guarantors, JPMORGAN CHASE BANK, N.A., a national banking association, GOLDMAN SACHS CREDIT PARTNERS L.P. and each of the other financial institutions from time to time party hereto, as Lenders and JPMORGAN CHASE BANK, N.A., as Issuing Lender, as Swing Line Lender and as administrative agent (in such capacity, the “Agent”) for the Lenders.

RECITALS:

WHEREAS, capitalized terms used and not defined in the preamble and these recitals shall have the respective meanings set forth for such terms in Section 1.01 hereof;

WHEREAS, pursuant to the Plan of Reorganization and the Purchase Agreement, Tower Automotive, LLC, a Delaware limited liability company formerly known as TA Acquisition Company, LLC, formed by the Sponsor Group, will acquire substantially all of the assets and assume certain liabilities of the Tower Group (the “Acquisition”);

WHEREAS, the total cash consideration to be paid to or on behalf of the Sellers pursuant to the Purchase Agreement and to pay fees and expenses incurred in connection with the Transactions is approximately $1,100,000,000 (the “Acquisition Consideration”);

WHEREAS, in order to fund, in part, the Acquisition Consideration, the Sponsor Group will directly or indirectly make cash equity contributions, in the form of common or preferred stock or similar instruments (the “Equity Contribution”) to Holdings in an aggregate amount not less than $225,000,000;

WHEREAS, in order to fund, in part, the Acquisition Consideration, the Borrower and Tower Automotive Holdings Europe, B.V. (the “European Borrower”) will borrow on the Closing Date (i) up to $510,000,000 in aggregate principal amount of first lien term loans (the “First Lien Term Loans”) pursuant to the First Lien Term Facility Loan Documents (which facility provides for borrowings of up to $570,000,000, including a senior secured first lien synthetic letter of credit facility of up to $60,000,000) and (ii) up to $115,000,000 in aggregate principal amount of second lien term loans (the “Second Lien Term Loans”) pursuant to the Second Lien Term Facility Loan Documents;

WHEREAS, in connection with the foregoing, the Borrower has requested that the Lenders extend credit to the Borrower in the form of up to $200,000,000 in aggregate principal amount of Revolving Credit Commitments (up to $5,400,000 of which can be borrowed on the Closing Date). The proceeds of the Equity Contribution, the First Lien Term Loans, the Second Lien Term Loans and the Revolving Credit Loans made on the Closing Date will be used to provide the Acquisition Consideration. Additional Revolving Credit Loans available under the Revolving Credit Commitments will be used for working capital requirements and general corporate purposes of the Borrower and its subsidiaries. The Borrower will use the letters of credit to be made available pursuant to this Agreement for general corporate purposes of the Borrower and its subsidiaries;

WHEREAS, in connection with the foregoing and as an inducement for the Lenders to extend the credit contemplated hereunder, the Borrower has agreed to secure all of its Secured Obligations by granting to the Agent, for the benefit of the Secured Parties, first and third priority liens on its assets, including a pledge of all of the Equity Interests of each of its Domestic Subsidiaries and certain of the Equity Interests of each of its Foreign Subsidiaries; and

WHEREAS, in connection with the foregoing and as an inducement for the Lenders to extend the credit contemplated hereunder, the Loan Parties have agreed to guarantee the Secured Obligations and, other than Holdings, to secure their respective guarantees by granting to the Agent, for the benefit of the Secured Parties, first and third priority liens on their respective assets, including a pledge of all of the Equity Interests of each of their Domestic Subsidiaries and certain of the Equity Interests of each of their direct Foreign Subsidiaries.

AGREEMENT:

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.01. Defined Terms.

“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“ABR Borrowing” shall mean a Borrowing comprised of ABR Loans.

2

“Account” shall mean any right to payment for goods sold or leased or for services rendered, whether or not earned by performance.

“Account Control Agreement” shall mean a Deposit Account Control Agreement or a Securities Account Control Agreement.

“Account Debtor” shall mean the Person obligated on an Account.

“Acquired Assets” shall have the meaning given such term in the Purchase Agreement.

“Acquisition” shall have the meaning given such term in the recitals to this Agreement.

“Acquisition Consideration” shall have the meaning given such term in the recitals to this Agreement.

“Additional Eligible Machinery & Equipment” shall mean machinery and equipment which the Borrower has elected to include as Eligible Machinery & Equipment after the Closing Date, provided that:

(a) the Agent shall have received notice of such election from the Borrower, together with (i) a certificate of a Financial Officer of the Borrower setting forth in reasonable detail a schedule of such machinery and equipment and the location(s) thereof, (ii) invoices showing payment in full or other documentary evidence satisfactory to the Agent in its Permitted Discretion evidencing (A) the purchase and acceptance of such machinery and equipment and the payment in full of the purchase price for such machinery and equipment or (B) that such machinery and equipment is owned by a Loan Party at the Closing Date, and (iii) an appraisal or appraisal update with respect to such machinery and equipment has been delivered to the Agent in form, scope and substance satisfactory to the Agent in its Permitted Discretion;

(b) such machinery and equipment shall satisfy the criteria for Eligible Machinery & Equipment set forth in the definition thereof; and

(c) no more than three such elections may be made by the Borrower during any fiscal quarter.

“Additional Eligible Real Property” shall mean real property which the Borrower has elected to include as Eligible Real Property after the Closing Date, provided that:

(a) the Agent shall have received notice of such election from the Borrower, together with (i) a certificate of a Financial Officer of the Borrower setting forth in reasonable detail a schedule of such real property and certifying (y) payment of the purchase price therefor or (z) that such real property is owned by a Loan Party at the Closing Date and (ii) an appraisal or appraisal update with respect to such real property has been delivered to the Agent in form, scope and substance reasonably satisfactory to the Agent in its Permitted Discretion;

3

(b) such real property shall satisfy the criteria for Eligible Real Property set forth in the definition thereof; and

(c) no more than three such elections may be made by the Borrower during any fiscal quarter.

“Adjusted Eligible Accounts Receivable” shall mean the Eligible Accounts Receivable, minus the Dilution Reserve.

“Adjusted Eligible Inventory” shall mean, on any date, Eligible Inventory minus Inventory Reserves.

“Adjusted LIBO Rate” shall mean, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next  ¹/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“Administrative Questionnaire” means an administrative questionnaire in a form supplied by the Agent.

“Affiliate” shall mean, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, a Person (a “Controlled Person”) shall be deemed to be “controlled by” another Person (a “Controlling Person”) if the Controlling Person possesses, directly or indirectly, power to direct or cause the direction of the management and policies of the Controlled Person whether by contract or otherwise; provided, however, that for purposes of determining Eligible Accounts Receivable, the term “Affiliate” with respect to any Group Member shall not include any portfolio company owned directly or indirectly in whole or part by the Sponsor Group, otherwise than through Holdco.

“Affiliate Subordination Agreement” shall mean an Affiliate Subordination Agreement in the form of Exhibit F pursuant to which intercompany obligations and advances owed by any Loan Party are subordinated to the Obligations.

“Agent” shall have the meaning given such term in the preamble.

“Agreement” shall mean this Revolving Credit and Guaranty Agreement.

“Alternate Base Rate” shall mean, for any day, a rate per annum equal to the higher of the Prime Rate in effect on such day and the Federal Funds Effective Rate in effect on such day plus  ¹/2 of 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change.

4

“Applicable ABR Margin” shall mean a rate per annum determined in accordance with the Pricing Schedule.

“Applicable Eurodollar Margin” shall mean a rate per annum determined in accordance with the Pricing Schedule.

“Approved Fund” shall have the meaning given such term in Section 10.03.

“Arrangers” shall mean JPMorgan and GSCP.

“Assignment and Acceptance” shall mean an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by the Agent, substantially in the form of Exhibit C.

“Assumed Contracts” shall have the meaning given such term in the Purchase Agreement.

“Assumed Liabilities” shall have the meaning given such term in the Purchase Agreement.

“Availability” means, at any time, an amount equal to (a) the lesser of the Total Revolving Credit Commitment and the Borrowing Base minus (b) the Total Revolving Commitment Usage.

“Available Inventory” at any date of determination shall be equal to the lesser of (i) an amount equal to 65% of Adjusted Eligible Inventory, less Rent Reserves or (ii) 85% of the product of (x) the Net Recovery Inventory Liquidation Rate in effect (based on the then most recent independent inventory appraisal) on such date of determination multiplied by (y) the aggregate amount of adjusted gross domestic Inventory of the Loan Parties as set forth in the most recent Borrowing Base Certificate.

“Available Receivables” at any date of determination shall be equal to 85% of Adjusted Eligible Accounts Receivable.

“Availability Period” shall mean the period from and including the Closing Date to but excluding the Termination Date.

“Banking Services” means each and any of the following bank services provided to (i) any Loan Party by any Lender or any of its Affiliates or (ii) any Loan Party by any Lender or any of its Affiliates (each such capitalized term in this clause (ii) having the meaning set forth in the Term Loan Documents): (a) commercial credit cards, (b) stored value cards and (c) treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services).

5

“Banking Services Obligations” means any and all obligations, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services.

“Bankruptcy Code” shall mean The Bankruptcy Reform Act of 1978, as heretofore and hereafter amended, and codified as 11 U.S.C. Section 101 et seq.

“Bankruptcy Court” shall mean the United States Bankruptcy Court for the Southern District of New York.

“Board” shall mean the Board of Governors of the Federal Reserve System of the United States.

“Borrower” shall have the meaning given such term in the preamble to this Agreement.

“Borrowing” shall mean a Revolving Credit Borrowing or a Swing Line Borrowing, as the context may require.

“Borrowing Base” shall mean, at the time of any determination, an amount equal to the sum, without duplication, of (A) Available Receivables, plus (B) Available Inventory, plus (C) the PP&E Component, less (D) Reserves (to the extent not reflected in (A), (B) or (C)). The Borrowing Base at any time shall be determined by reference to the most recent Borrowing Base Certificate delivered to Agent pursuant to Section 5.03. Standards of eligibility and reserves and advance rates of the Borrowing Base may be revised and adjusted from time to time by the Agent in its Permitted Discretion (provided, that the Agent may not revise Borrowing Base standards if the effect thereof would be to increase the advance rates above the rates in effect on the Closing Date or to add new asset categories to the Borrowing Base without the consent of the requisite Lenders as set forth in Section 10.09), with any changes in such standards to be effective upon the later of the date of the next succeeding Borrowing Base Certificate required to be delivered pursuant to Section 5.03 or 5 Business Days after delivery of notice thereof to the Borrower; provided, that the Agent may only establish or increase a reserve (other than Rent Reserves) after the Closing Date based on an event, condition or other circumstance arising after the Closing Date or based on facts not known to the Agent as of the Closing Date. The amount of any reserve established by the Agent shall have a reasonable relationship to the event, condition or other matter that is the basis for the reserve. Upon delivery of notice to Borrower, as provided above, the Agent shall be available to discuss the proposed reserve or increase, and Borrower and its Subsidiaries may take such action as may be required so that the event, condition or matter that is the basis for such reserve or increase no longer exists in a manner and to the extent reasonably satisfactory to the Agent in the exercise of its Permitted Discretion. In no event shall such notice and opportunity limit the right of the Agent to establish or change such reserve, unless the Agent shall have determined in its Permitted

6

Discretion that the event, condition or other matter that is the basis for such new reserve or such change no longer exists or has otherwise been adequately addressed by the Borrower.

“Borrowing Base Certificate” shall mean a certificate substantially in the form of Exhibit D (with such changes therein as may be required by the Agent to reflect the components of and Reserves against the Borrowing Base as provided for hereunder from time to time), executed and certified as accurate and complete in all material respects by a Financial Officer of the Borrower, which shall include appropriate exhibits, schedules, supporting documentation, and additional reports as (i) outlined in Schedule 1 to Exhibit D, (ii) as reasonably requested by the Agent, and (iii) as provided for in Section 5.03.

“Borrowing Request” shall mean a request by the Borrower for a Borrowing in accordance with Section 2.04 in the form of Exhibit L or in such other form as is approved by the Agent.

“Business” shall mean (i) the business intended to be conducted by the Holdco Group as a result of the Acquisition and to which the Acquired Assets, the Assumed Contracts and the Assumed Liabilities directly relate and (ii) such business as was conducted prior to the Closing Date by the Tower Group.

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which commercial banks in New York City are required or authorized to remain closed (and, for a Letter of Credit, other than a day on which the Issuing Lender issuing such Letter of Credit is closed); provided, however, that when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits on the London interbank market.

“Capital Expenditures” shall mean, for any period, the aggregate of all expenditures (whether (i) paid in cash and not theretofore accrued or (ii) accrued as liabilities during such period, and including that portion of any Capitalized Lease which is capitalized on the consolidated balance sheet of the Holdco Group) net of cash amounts received by the Holdco Group from other Persons during such period in reimbursement of Capital Expenditures made by the Holdco Group, excluding interest capitalized during construction, made by the Holdco Group during such period that, in conformity with GAAP, are required to be included in or reflected by the property, plant, equipment or similar fixed asset accounts reflected in the consolidated balance sheet of the Holdco Group (including equipment which is purchased simultaneously with the trade-in of existing equipment owned by the Holdco Group to the extent of the gross amount of such purchase price less the “trade-in” value or credit granted by the purchaser of the equipment being traded in at such time), but excluding expenditures made (A) in connection with the replacement or restoration of assets to the extent reimbursed or financed from (x) insurance proceeds paid on account of the loss of or the damage to the assets being replaced or restored or (y) awards of compensation

7

arising from the taking by condemnation or eminent domain of such assets being replaced and (B) from the proceeds of an equity contribution made to a Group Member by a Person that is not a Group Member.

“Capitalized Lease” shall mean, as applied to any Person, any lease of property by such Person as lessee which would be capitalized on a balance sheet of such Person prepared in accordance with GAAP.

“Cash Collateralization” shall have the meaning given such term in Section 2.03(k).

“Casualty Event” shall mean any casualty or other insured damage to, or loss or destruction of, any property or assets included in the Borrowing Base, or any taking of any such property or assets under any power of eminent domain or by condemnation or similar proceeding, or any transfer of any such property or assets in lieu of a condemnation or similar taking thereof, in each case to the extent that the fair market value of such property or assets exceeds $1,000,000 for any individual occurrence or series of related occurrences.

“Change in Law” shall mean (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender or Issuing Lender (or, for purposes of Section 2.15(b), by any lending office of such Lender or Issuing Lender or by such Lender’s or Issuing Lender’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.

A “Change of Control” shall be deemed to have occurred if (a) at any time prior to a Qualified IPO, the Sponsor Group shall fail to own directly or indirectly, beneficially and of record, Equity Interests representing at least 51% of the aggregate ordinary voting power and aggregate equity value represented by the issued and outstanding Equity Interests in Holdings; (b) after a Qualified IPO, any “person” or “group” (within the meaning of Rule 13d-5 of the Securities Exchange Act of 1934, as amended) other than the Sponsor Group shall own directly or indirectly, beneficially or of record, Equity Interests representing (i) more than 30% of either the aggregate ordinary voting power or the aggregate equity value represented by the issued and outstanding Equity Interests in Holdings and (ii) a greater percentage of either the aggregate ordinary voting power or the aggregate equity value represented by the issued and outstanding Equity Interests in Holdings then held, directly or indirectly, beneficially and of record, by the Sponsor Group; (c) a majority of the seats (other than vacant seats) on the board of directors of Holdings shall at any time be occupied by persons who are not Continuing Directors; or (d) Holdings shall at any time fail to own directly or indirectly, beneficially and of record, 100% of each class of issued and outstanding Equity Interests in Holdco free and clear of all Liens (other than Liens created by the Loan Documents and the Term Loan Documents).

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“Closing Date” shall mean the date on which this Agreement has been executed and the conditions precedent to the making of the initial Loans set forth in Section 4.01 have been satisfied or waived.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“Collateral” shall mean all property and assets of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document.

“Collateral Access Agreement” shall mean a collateral access agreement substantially the form of Exhibit K with such changes as are satisfactory to the Agent in its Permitted Discretion.

“Collection Account” shall have the meaning given such term in Section 5.11(b).

“Commitment Acceptance” shall have the meaning given such term in Section 2.14

“Commitment Fee” shall have the meaning given such term in Section 2.21.

“Commitment Fee Rate” shall mean a rate per annum determined in accordance with the Pricing Schedule.

“Commitment Letter” shall mean that certain Commitment Letter dated April 30, 2007 among the Agent, JPMorgan, GSCP and TA Acquisition Company LLC.

“Company Material Adverse Effect” shall mean any change, effect, event, occurrence, development, circumstance or state of facts materially adverse to the business, properties, operations, financial condition or results of operations of the Acquired Assets (including the Foreign Entities and their respective businesses), the Assumed Contracts and the Assumed Liabilities of the Tower Group, taken as a whole, or which materially impair the ability of Seller to perform its obligations under the Purchase Agreement or have a materially adverse effect on or prevent or materially delay the consummation of the transactions contemplated by the Purchase Agreement; provided, that the following shall be excluded from any determinations as to whether a Material Adverse Effect has occurred: any change, effect, event, occurrence, development, circumstance or state of facts in general economic or political conditions, conditions in the United States or worldwide capital markets and any act of terrorism or any outbreak of hostilities or war.

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“Confirmation Order” shall mean the order of the Bankruptcy Court confirming the Plan of Reorganization pursuant to Section 1129 of the Bankruptcy Code.

“Consolidated EBITDA” shall mean, for any period, Consolidated Net Income for such period plus, without duplication:

(a) provision for taxes based on income or profits for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

(b) Consolidated Interest Expense for such period, to the extent that such Consolidated Interest Expense was deducted in computing such Consolidated Net Income; plus

(c) the amount of any expenses (or revenue offsets) attributable to accelerated payments on the accounts receivable of the Holdco Group, to the extent that such expenses (or revenue offsets) were deducted in computing such Consolidated Net Income; plus

(d) depreciation, amortization (including amortization of intangibles), goodwill and other asset impairment charges and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period) for such period to the extent that such depreciation, amortization and other non-cash charges or expenses were deducted in computing such Consolidated Net Income; plus

(e) the amount of any minority interest expense deducted in computing such Consolidated Net Income; plus

(f) any non-cash compensation charge arising from any grant of stock, stock options or other equity-based awards, to the extent deducted in computing such Consolidated Net Income; plus

(g) any expenses associated with the application of Statement of Financial Accounting Standards Nos. 87 and 106 in an aggregate amount not to exceed $15,000,000 in any consecutive twelve-month period; plus

(h) any non-cash Statement of Financial Accounting Standards No. 133 income (or loss) related to hedging activities, to the extent deducted in computing such Consolidated Net Income; plus

(i) any non-cash Statement of Financial Accounting Standards No. 52 income (or loss) related to the mark-to-market of Indebtedness denominated in a currency other than Dollars, to the extent deducted in computing such Consolidated Net Income; plus

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(j) any non-cash expenses arising from the implementation of purchase accounting, to the extent deducted in computing such Consolidated Net Income; minus

(k) non-cash items increasing such Consolidated Net Income for such period, other than (i) the accrual of revenue consistent with past practice and (ii) the reversal in such period of an accrual of, or cash reserve for, cash expenses in a prior period, to the extent such accrual or reserve did not increase Consolidated EBITDA in a prior period;

in each case determined on a consolidated basis in accordance with GAAP.

Notwithstanding the foregoing, except with respect to Seojin, the provision for taxes based on the income or profits of, the Consolidated Interest Expense of, and the depreciation and amortization and other non-cash expenses of, a Subsidiary will be added to Consolidated Net Income to compute Consolidated EBITDA only to the extent that a corresponding amount would be permitted, as of such determination date, to be dividended or distributed to a Loan Party by such Subsidiary (x) without direct or indirect restriction pursuant to the terms of its charter and all agreements and instruments applicable to such Subsidiary or its stockholders (other than the Loan Documents and the Term Loan Documents) and (y) without prior governmental approval (that has not been obtained) and without direct or indirect restriction pursuant to any or Requirement of Law applicable to such Subsidiary.

“Consolidated Fixed Charges” shall mean, for any period, without duplication, the sum of (a) Consolidated Interest Expense for such period, exclusive of non-cash interest expense, (b) the aggregate amount of scheduled principal payments (whether or not made) during such period in respect of long term Indebtedness (including Capitalized Leases, but excluding the Loans) of the Holdco Group, (c) Capital Expenditures for such period (exclusive of Maintenance Capital Expenditures to the extent not exceeding $15,000,000 for the most recent period of four consecutive fiscal quarters for which financial statements are available) and (d) the aggregate amount of Taxes paid in cash by the Holdco Group during such period. Notwithstanding the foregoing, Consolidated Fixed Charges shall be deemed to be (A) $38,250,000 for the fiscal quarter ended December 31, 2006, (B) $38,250,000 for the fiscal quarter ended March 31, 2007, (C) $38,250,000 for the fiscal quarter ended June 30, 2007 and (D) for the period from and including July 1, 2007 to but excluding the Closing Date, the product of (i) $38,250,000 and (ii) a fraction, the numerator of which is the number of days in such period and the denominator of which is 90.

“Consolidated Interest Expense” shall mean, for any period, the sum of (a) the interest expense (including imputed interest expense in respect of Capitalized Leases of the Holdco Group) for such period and all commissions, discounts and other fees and charges owed by the Holdco Group with respect to letters of credit and bankers’ acceptance financing, net of interest income, in each

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case determined on a consolidated basis in accordance with GAAP, plus (b) any interest accrued during such period in respect of Indebtedness of the Holdco Group that is required to be capitalized rather than included in consolidated interest expense for such period in accordance with GAAP; provided that until the conclusion of four full fiscal quarters following the Closing Date, Consolidated Interest Expense shall be determined on a Pro Forma Basis. For purposes of the foregoing, interest expense shall be determined after giving effect to any net payments made or received by Holdco or any Subsidiary with respect to interest rate Hedging Agreements. Notwithstanding the foregoing, Consolidated Interest Expense shall be deemed to be (A) $17,000,000 for the fiscal quarter ended December 31, 2006, (B) $17,000,000 for the fiscal quarter ended March 31, 2007, (C) $17,000,000 for the fiscal quarter ended June 30, 2007 and (D) for the period from and including July 1, 2007 to but excluding the Closing Date, the product of (i) $17,000,000 and (ii) a fraction, the numerator of which is the number of days in such period and the denominator of which is 90.

“Consolidated Net Income” shall mean, the consolidated net income (loss) of the Holdco Group, determined in accordance with GAAP, excluding, however:

(a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with Holdco or any of its Subsidiaries,

(b) the income (or deficit) of any Person (other than a Subsidiary) in which any Group Member has an ownership interest, except to the extent that any such income is actually received by such Group Member in the form of dividends or similar distributions,

(c) the undistributed earnings of any Subsidiary other than Seojin, to the extent that the declaration or payment of dividends and other distributions by such Subsidiary to a Loan Party is not at the time permitted by the terms of any contractual obligation (other than the Loan Documents and the Term Loan Documents) or Requirement of Law applicable to such Subsidiary,

(d) any gain or loss on sales of assets outside the ordinary course of business, and

(e) any extraordinary or non-recurring gain, loss, expense or charge (including restructuring charges, severance charges and bankruptcy-related and similar one-time expenses, but excluding any such charges and expenses related to the Transactions that are incurred after the one year anniversary of the Closing Date), together with any related provision for taxes; provided that (i) payments of “Capped Payments” (as defined in the Asset Purchase Agreement) subsequent to the Closing Date in an aggregate amount not to exceed $35,000,000 shall not be subject to the one year limitation set forth above and (ii) non-recurring cash charges other than those (A) related to the Transactions or (B) incurred prior to the Closing Date shall not exceed $25,000,000 in any period of four consecutive fiscal quarters.

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“Consultants” shall have the meaning given such term in Section 6.08.

“Consummation Date” shall mean the date of the substantial consummation (as defined in Section 1101 of the Bankruptcy Code and which for purposes of this Agreement shall be no later than the effective date) of the Plan of Reorganization.

“Continuing Directors” shall mean, at any time, any member of the board of directors of Holdings who (a) was a member of such board of directors on the Closing Date, after giving effect to the Acquisition, or (b) was nominated for election or elected to such board of directors with the approval of (i) a majority of the Continuing Directors who were members of such board of directors at the time of such nomination or election or (ii) the Sponsor Group.

“Default” shall mean any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“Deposit Account Control Agreement” shall mean a deposit account control agreement in the form specified in Exhibit H to the Security Agreement, or in such other form as is reasonably acceptable to the Agent.

“Dilution Factors” shall mean, without duplication, with respect to any period, the aggregate amount of all deductions, credit memos, returns, adjustments, allowances, bad debt write-offs and any other non-cash credits which are recorded to reduce accounts receivable in a manner consistent with current and historical accounting practices of the Business.

“Dilution Ratio” shall mean, at any date, the amount (expressed as a percentage) equal to (a) the aggregate amount of the applicable Dilution Factors for the twelve (12) most recently ended fiscal months divided by (b) total gross sales of the Loan Parties for the twelve (12) most recently ended fiscal months.

“Dilution Reserve” shall mean, at any date, (i) the amount by which the Dilution Ratio exceeds 5% multiplied by (ii) the Eligible Accounts Receivable on such date.

“Dollars” and “$” shall mean lawful money of the United States of America.

“Domestic Acquired Assets” shall mean all Acquired Assets other than (i) Equity Interests in Foreign Subsidiaries and (ii) Holdings Assets.

“Domestic Subsidiary” shall mean any Subsidiary that is not a Foreign Subsidiary.

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“DPW” shall have the meaning given such term in Section 10.05

“Eligible Accounts Receivable” shall mean, at the time of any determination thereof, each Account that satisfies the following criteria and continues to meet the same at the time of such determination: such Account (i) has been invoiced to, and represents the bona fide amounts due to a Loan Party from, the purchaser of goods or services, in each case originated in the ordinary course of business of such Loan Party and (ii) is not ineligible for inclusion in the calculation of the Borrowing Base pursuant to any of clauses (a) through (u) below. Without limiting the foregoing, to qualify as Eligible Accounts Receivable, an Account shall indicate no Person other than a Loan Party as payee or remittance party. In determining the amount to be so included, the face amount of an Account shall be reduced by, without duplication, to the extent not reflected in such face amount, (i) the amount of all accrued and actual discounts, claims, credits or credits pending, promotional program allowances, price adjustments, finance charges or other allowances (including any amount that the applicable Loan Party may be obligated to rebate to a customer pursuant to the terms of any agreement or understanding (written or oral)), (ii) without duplication, the aggregate amount of all limits and deductions provided for in this definition and elsewhere in this Agreement, if any, and (iii) the aggregate amount of all cash received in respect of such Account but not yet applied by the applicable Loan Party to reduce the amount of such Account. Unless otherwise approved from time to time in writing by the Agent, no Account shall be an Eligible Account Receivable if, without duplication:

(a)(i) the applicable Loan Party does not have sole lawful and absolute title to such Account or (ii) the goods sold with respect to such Account have been sold under a purchase order or pursuant to the terms of a contract or other agreement or understanding (written or oral) that indicates that any Person other than the Loan Party has or has purported to have an ownership interest in such goods; or

(b)(i) it is unpaid more than 120 days from the original date of invoice or 60 days (or 90 days in the case of Accounts with respect to which the Account Debtor is Ford Motor Company, General Motors, DaimlerChrysler, Daimler, Chrysler, Volkswagen, BMW Group, Hyundai, Kia, Honda, Toyota or Renault Nissan) from the original due date or (ii) it has been written off the books of the applicable Loan Party or has been otherwise designated on such books as uncollectible; or

(c) more than 50% in face amount of all Accounts of the same Account Debtor are ineligible pursuant to clause (b) above; or

(d) if the Account Debtor is any Person other than Delphi Corporation, Collins and Aikman Corporation, Chrysler Corporation, Dana Corporation, General Motors Corporation, Ford Motor Company, Visteon Corporation or any Affiliate of any of the foregoing, the Account Debtor is insolvent or the subject of

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any bankruptcy case or insolvency proceeding of any kind (other than postpetition accounts payable of an Account Debtor that is a debtor-in-possession under the Bankruptcy Code and acceptable to the Agent in its Permitted Discretion); or

(e)(i) the Account is not payable in Dollars or (ii) the Account Debtor is either not organized under the laws of the United States of America, Canada, any state or province thereof, or the District of Columbia or is located outside or has its principal place of business or substantially all of its assets outside the United States or Canada, unless such Account is covered by a letter of credit or credit insurance acceptable to the Agent in its Permitted Discretion; or

(f) the Account Debtor is the United States of America or any department, agency or instrumentality thereof, unless the applicable Loan Party duly assigns its rights to payment of such Account to the Agent pursuant to the Assignment of Claims Act of 1940, as amended, which assignment and related documents and filings shall be in form and substance reasonably satisfactory to the Agent; or

(g) the Account is subject to any security deposit (to the extent received from the applicable Account Debtor), progress payment, retainage or other similar advance made by or for the benefit of the applicable Account Debtor, in each case to the extent thereof; or

(h) it is not subject to a valid and perfected first priority Lien in favor of the Agent for the benefit of the Secured Parties, subject to no other Liens other than Liens permitted by the Agreement; or

(i)(i) such Account was invoiced in advance of goods or services provided, (ii) such Account was invoiced twice or more, or (iii) the associated income has not been earned; or

(j) to the extent the Account is classified as a note receivable by the applicable Loan Party; or

(k) the Account is a non-trade Account, or relates to payments for interest; or

(l) the sale to the Account Debtor is on a bill-and-hold, guaranteed sale, sale-and-return, ship-and-return, sale on approval, extended terms, or consignment or other similar basis or made pursuant to any other agreement providing for repurchases or return of any merchandise which has been claimed to be defective or otherwise unsatisfactory; or

(m) the goods giving rise to such Account have not been shipped and title has not been transferred to the Account Debtor, or the Account represents a progress-billing or otherwise does not represent a complete sale; for purposes hereof, “progress-billing” means any invoice for goods sold or leased or services rendered under a contract or agreement pursuant to which the Account Debtor’s obligation to pay such invoice is conditioned upon the applicable Loan Party’s completion of any further performance under the contract or agreement; or

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(n) it arises out of a sale made by the applicable Loan Party to an employee, officer, agent, director, Subsidiary or Affiliate of itself or any other Loan Party; or

(o) such Account was not paid in full, and the applicable Loan Party created a new receivable for the unpaid portion of the Account, and other Accounts constituting chargebacks, debit memos and other adjustments for unauthorized deductions; or

(p) the Account Debtor (i) has (other than in the case of a pre-petition right of set-off) or has asserted a right of set-off against the Loan Party (unless such Account Debtor has entered into a written agreement acceptable to the Agent in its Permitted Discretion to waive such set-off rights) or (ii) has disputed its liability (whether by chargeback or otherwise) or made any asserted or unasserted claim with respect to the Account or any other Account of any Loan Party which has not been resolved, in each case, without duplication, only to the extent of the amount of such actual or asserted right of set-off, or the amount of such dispute or claim, as the case may be, it being understood that the Accounts described in this paragraph (p) shall be updated on a monthly basis notwithstanding any obligation to deliver Borrowing Base Certificates on a weekly basis pursuant to Section 5.03(a); or

(q) the Account does not comply in all material respects with the requirements of all applicable laws and regulations, whether Federal, state or local; or

(r) as to any Account, to the extent the applicable Loan Party has knowledge that a check, promissory note, draft, trade acceptance or other Instrument for the payment of money has been received, presented for payment and returned uncollected for any reason (other than bank error prior to the correction thereof); or

(s) the Account is an extended terms account, which is due and payable more than 90 days from the original date of invoice; or

(t) the Account is created on cash on delivery terms; or

(u) the Account represents tooling receivables related to tooling that has not been received by a Loan Party and approved and accepted by the applicable customer.

Notwithstanding the forgoing, all Accounts of any single Account Debtor and its Affiliates which, in the aggregate, exceed (i) 25% in respect of an Account Debtor whose securities are rated Investment Grade or (ii) 10% in respect of all other Account Debtors (other than (A) Ford Motor Company, Toyota and Renault

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Nissan, in which cases such percentage shall be 35%, (B) General Motors, Visteon Corporation, DaimlerChrysler, Chrysler and Honda, in which cases such percentage shall be 25% and (C) Ohio Module Manufacturing Company and Systems Electro Coating, in which cases such percentage shall be 15%), of the total amount of all Eligible Accounts Receivable at the time of any determination shall be deemed not to be Eligible Accounts Receivable to the extent of such excess. In determining the aggregate amount from the same Account Debtor that is unpaid more than 120 days from the date of invoice or more than 60 days (or 90 days, as applicable) from the due date pursuant to clause (b), above there shall be excluded the amount of any net credit balances relating to Accounts due from an Account Debtor with invoice dates more than 120 days from the date of invoice or more than 60 days (or 90 days, as applicable) from the due date.

Notwithstanding the foregoing, Accounts for which the Account Debtor is Metalsa (“Metalsa Accounts”) that would be Eligible Accounts Receivable but for paragraph (e)(ii) or (n) above may nonetheless be included in Eligible Accounts Receivable in the Agent’s Permitted Discretion in an aggregate amount not to exceed $8,000,000.

“Eligible Assignee” shall mean (i) a commercial bank having total assets in excess of $1,000,000,000; (ii) a finance company, insurance company or other financial institution or fund, in each case reasonably acceptable to the Agent, which in the ordinary course of business extends credit of the type contemplated herein and has total assets in excess of $200,000,000 and whose becoming an assignee would not constitute a prohibited transaction under Section 4975 of ERISA; (iii) a Lender Affiliate of the assignor Lender; and (iv) any other financial institution satisfactory to the Agent.

“Eligible Inventory” shall mean, at the time of any determination thereof, without duplication, the Inventory Value of the Loan Parties at the time of such determination that is not ineligible for inclusion in the calculation of the Borrowing Base pursuant to any of clauses (a) through (n) below. Without limiting the foregoing, to qualify as “Eligible Inventory” no Person other than a Loan Party shall have any direct or indirect ownership, interest (other than any liens of the type described in clauses (i) and (ii) of the definition of Permitted Liens) or title to such Inventory and no Person other than a Loan Party, shall be indicated on any purchase order or invoice with respect to such Inventory as having or purporting to have an interest therein. Unless otherwise from time to time approved in writing by the Agent, no Inventory shall be deemed Eligible Inventory if, without duplication:

(a) the applicable Loan Party does not have good, valid and unencumbered title thereto (other than as a result of any liens of the type described in clauses (i) and (ii) of the definition of Permitted Liens); or

(b) it is not located in the United States; or

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(c) it is not either (i) located on property owned by the applicable Loan Party, or (ii) located in a third party warehouse or at a third party processor (it being understood that the applicable Loan Party will provide its best estimate of the value of such Inventory to be agreed to by the Agent in its Permitted Discretion and reflected in the Borrowing Base Certificate) or in another location not owned by the applicable Loan Party, and either (A) is not covered by a Collateral Access Agreement, or (B) a Rent Reserve has not been taken with respect to such Inventory; or

(d) it is goods returned or rejected due to quality issues by customers of the applicable Loan Party; or

(e) it is operating supplies, packaging or shipping materials, cartons, repair parts, labels or miscellaneous spare parts and other such materials not considered used for sale in the ordinary course of business by the Agent in its Permitted Discretion from time to time; or

(f) it is not subject to a valid and perfected first priority Lien in favor of the Agent; or

(g) it is consigned or at a customer location but still accounted for in the applicable Loan Party’s perpetual inventory balance, unless the applicable Loan Party has delivered to the Agent a Collateral Access Agreement with respect to such customer location acceptable to the Agent in its Permitted Discretion (an “Approved Customer Location”); or

(h) it is Inventory in-transit; provided that up to 10% of Eligible Inventory may consist of Inventory that is in transit to a location leased or operated by the applicable Loan Party or an Approved Customer Location (it being understood that the applicable Loan Party will provide its best estimate of the value of such Inventory to be agreed to by the Agent in its Permitted Discretion and reflected in the Borrowing Base Certificate); or

(i) it is seconds or thirds or it is obsolete or unmerchantable or is identified as overstock or excess by the applicable Loan Party, or does not otherwise conform to the representations and warranties contained in the Loan Documents applicable to Inventory subject to any materiality contained in such representations and warranties; or

(j) it is Inventory used as a sample or prototype, displays or display items; or

(k) any portion of Inventory Value thereof is attributable to intercompany profit among the Group Members; or

(l) any Inventory that is damaged or marked for return to vendor; or

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(m) such Inventory does not meet all material applicable standards imposed by any Governmental Authority having regulatory authority over it.

“Eligible Machinery & Equipment” shall mean the machinery and equipment owned by a Loan Party and meeting each of the following requirements:

(a) such Loan Party has good title to such machinery and equipment;

(b) such Loan Party has the right to subject such machinery and equipment to a Lien in favor of the Agent; such machinery and equipment is subject to a first priority perfected Lien in favor of the Agent and is free and clear of all other Liens of any nature whatsoever (except for Permitted Liens which do not have priority over the Lien in favor of the Agent);

(c) the full purchase price, if any, for such machinery and equipment has been paid by such Loan Party;

(d) such machinery and equipment is located on premises (i) owned by such Loan Party, which premises are subject to a first priority perfected Lien in favor of the Agent, or (ii) leased by such Loan Party where (x) the lessor has delivered to the Agent a Collateral Access Agreement or (y) a Reserve for rent, charges, and other amounts due or to become due with respect to such facility has been established by the Agent in its Permitted Discretion;

(e) such machinery and equipment is in working order (ordinary wear and tear excepted) and is used or held for use by such Loan Party in the ordinary course of business;

(f) such machinery and equipment is not subject to any agreement which restricts the ability of such Loan Party to use, sell, transport or dispose of such equipment or which restricts the Agent’s ability to take possession of, sell or otherwise dispose of such equipment;

(g) such machinery and equipment does not constitute “fixtures” which are deemed to be part of the real property such machinery and equipment are affixed to, under the applicable laws of the jurisdiction in which such equipment is located (unless the related real property is Eligible Real Property); and

(h) an appraisal report in respect of such machinery and equipment has been delivered to the Agent in form, scope and substance satisfactory to the Agent in its Permitted Discretion.

“Eligible Real Property” means the real property listed on Schedule 1.01(a) owned by a Loan Party (i) that is located in the United States of America and is acceptable to the Agent in its Permitted Discretion for inclusion in the Borrowing Base, (ii) in respect of which an appraisal report has been delivered to

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the Agent in form, scope and substance satisfactory to the Agent in its Permitted Discretion, (iii) in respect of which the Agent is satisfied that all actions necessary or desirable in order to create perfected first priority Lien on such real property have been taken, including the presentation or delivery of the Mortgage to a title insurance company for recording, provided that the title insurance company has issued its title insurance policy to the Agent pursuant to clause (v) below in a New York style closing, (iv) in respect of which a Phase I environmental review report has been completed and delivered to the Agent in form and substance satisfactory to the Agent in its Permitted Discretion and which does not indicate any pending, threatened or existing Environmental Liability, or non compliance with any Environmental Law (except to the extent that Reserves for any such Environmental Liability deemed adequate by the Agent in its Permitted Discretion exist), (v) which is adequately protected by fully-paid valid title insurance with endorsements and in amounts acceptable to the Agent, insuring that the Agent, for the benefit of the Lenders, has a perfected first priority Lien on such real property, evidence of which shall have been provided in form and substance satisfactory to the Agent in its Permitted Discretion, and (vi) if required by the Agent: (A) an ALTA survey reasonably acceptable to the Agent and the title insurance company has been delivered for which all necessary fees have been paid and which is dated no more than 90 days prior to the date on which the applicable Mortgage is executed and delivered to a title insurance company for recording, certified to Agent and the issuer of the title insurance policy in a manner satisfactory to the Agent in its Permitted Discretion by a land surveyor duly registered and licensed in the state in which such Eligible Real Property is located and acceptable to the Agent in its Permitted Discretion; (B) in respect of which local counsel in states in which the Eligible Real Property is located have delivered a letter of opinion with respect to the enforceability and perfection of the Mortgages and any related fixture filings in form and substance satisfactory to the Agent in its Permitted Discretion; and (C) in respect of which such Loan Party shall have used its reasonable best efforts to obtain estoppel certificates executed by all tenants of such Eligible Real Property and such other consents, agreements and confirmations of lessors and third parties have been delivered as the Agent may deem necessary or desirable in its Permitted Discretion, together with evidence that all other actions that the Agent may deem necessary or desirable in order to create perfected first priority Liens on the property described in the Mortgages have been taken.

“Environmental Laws” shall mean all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating to the protection of the environment, preservation or reclamation of natural resources, the management, release or threatened release of any hazardous or toxic substances, wastes or pollutants or to health and safety matters.

“Environmental Liability” shall mean any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of Holdco or any Subsidiary directly

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or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Lien” shall mean a Lien in favor of any Governmental Authority for (i) any liability under federal or state Environmental Laws or (ii) damages arising from or costs incurred by such Governmental Authority in response to a release or threatened release of a Hazardous Materials into the environment.

“Equity Contribution” shall have the meaning given such term in the recitals to this Agreement.

“Equity Interests” shall mean shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” shall mean any trade or business (whether or not incorporated) that, together with the any Loan Party, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ERISA Event” shall mean (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30 day notice period is waived); (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by any Loan Party or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by any Loan Party or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by any Loan Party or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by any Loan Party or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

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“Eurocurrency Liabilities” shall have the meaning assigned thereto in Regulation D issued by the Board, as in effect from time to time.

“Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

“Eurodollar Borrowing” shall mean a Borrowing comprised of Eurodollar Loans.

“European Borrower” shall have the meaning given such term in the recitals to this Agreement.

“Event of Default” shall have the meaning given such term in Article 7.

“Excluded Taxes” shall mean, with respect to the Agent, any Lender, any Issuing Lender or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder, (a) income or franchise taxes imposed on (or measured by) its net income, profits or gains (however denominated) by the United States of America, or by a jurisdiction as a result of such recipient being organized in, or having its principal office located in, or in the case of any Lender having its applicable lending office located in or having any other present or former connection with, such jurisdiction, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in or with which such Lender is organized, located or presently or formerly connected (other than as noted above) and (c) any withholding tax that is imposed on amounts payable to or beneficially owned by any (x) Foreign Lender or (y) partner, member, beneficiary or settlor of any Lender (each person described in (x) or (y) a “Withholding Tax Payer”), in each case at the time such Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such Withholding Tax Payer’s failure to comply with Section 2.17(e), except to the extent that such Withholding Tax Payer (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from any Loan Party with respect to such withholding tax pursuant to Section 2.17(a).

“Existing DIP Facility” shall mean that certain Revolving Credit, Term Loan and Guaranty Agreement (as amended, restated, supplemented, extended or otherwise modified to the date hereof), dated as of February 2, 2005, among the R.J. Tower Corporation, Tower Automotive, Inc., the subsidiaries of each of the foregoing party thereto, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.

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“Facilities” shall mean the revolving credit facility extended pursuant to this Agreement and the credit facilities extended pursuant to the Term Loan Documents.

“Federal Funds Effective Rate” shall mean, for any day, the weighted average (rounded upwards, if necessary, to the next  ¹/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next  ¹/100 of 1%) of the quotations for such day for such transactions received by the Agent from three Federal funds brokers of recognized standing selected by it.

“Fee Receiver” shall mean any Person that receives, or participates in, any payments of fees under Sections 2.21 or 2.22.

“Fees” shall collectively mean the fees referred to in Sections 2.20, 2.21 and 2.22.

“Final Order” shall mean an order of the Bankruptcy Court as to which the time to file an appeal, a motion for rehearing or reconsideration or a petition for writ of certiorari has expired and no such appeal, motion or petition is pending.

“Financial Officer” of a Person shall mean the chief financial officer, controller, corporate controller, treasurer or corporate treasurer of such Person.

“Finished Goods” shall mean completed goods which require no additional processing or manufacturing, to be sold to customers by a Loan Party in the ordinary course of business.

“First Lien Term Facility Loan Documents” shall have the meaning given the term “Loan Documents” in the First Lien Term Loan Agreement.

“First Lien Term Loan Agreement” shall mean that certain First Lien Term Loan and Guaranty Agreement, dated as of July 31, 2007, among the Borrower, the European Borrower, the other guarantors from time to time party thereto, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

“First Lien Term Loans” shall have the meaning given such term in the recitals to this Agreement.

“First Priority Debt” shall mean, at any time, the sum of (a) the principal amount of all outstanding Loans, First Lien Term Loans and, without duplication, all other Indebtedness of each Foreign Subsidiary that would be reflected on a consolidated balance sheet of the Holdco Group prepared in accordance with

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GAAP at such time (other than (i) any Indebtedness of a Foreign Subsidiary of the type described in clause (vi) of the definition of “Indebtedness” and (ii) any Indebtedness in respect of the Second Lien Term Loans) minus (b) the aggregate amount of cash that would be reflected on a consolidated balance sheet of the Holdco Group prepared in accordance with GAAP at such time.

“First Priority Leverage Ratio” shall mean, on any date, the ratio of (a) First Priority Debt on such date to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended on or prior to such date, taken as one accounting period.

“Fixed Charge Coverage Ratio” shall mean, on any date, the ratio of (a) Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended on or prior to such date, taken as one accounting period, to (b) Consolidated Fixed Charges for the period of four consecutive fiscal quarters most recently ended on or prior to such date, taken as one accounting period.

“Foreign Entities” shall have the meaning given such term in the Purchase Agreement.

“Foreign Holdco” shall have the meaning given such term in the preamble to this Agreement.

“Foreign Lender” shall mean any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is located. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Foreign Subsidiary” shall mean any Subsidiary that (i) is a “controlled foreign corporation” within the meaning of the Code or (ii) is a subsidiary of a Person described in (i).

“Funding Account” shall mean the deposit account(s) of the Borrower to which the Lenders are authorized by the Borrower to transfer the proceeds of any Borrowings requested or authorized pursuant to this Agreement, as set forth in a notice provided to the Agent.

“GAAP” shall mean generally accepted accounting principles applied in accordance with Section 1.03.

“Governmental Authority” shall mean the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Group Member” shall mean Holdco or any Subsidiary of Holdco.

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“GSCP” shall mean Goldman Sachs Credit Partners L.P.

“Guarantee” of or by any Person (the “guarantor”) shall mean any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

“Guarantors” shall mean Holdings, Holdco and each of the Subsidiary Guarantors.

“Hazardous Materials” shall mean all radioactive substances or wastes and all hazardous or toxic substances, wastes or pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Hedging Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Holdco Group, including the management incentive plan described in Section 6.2 of the Purchase Agreement, shall be a Hedging Agreement.

“Hedging Obligations” of a Person means any and all obligations of such Person, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (a) any and all Hedging Agreements, and (b) any and all cancellations, buy backs, reversals, terminations or assignments of any Hedging Agreement transaction.

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“Holdco” shall have the meaning given such term in the preamble to this Agreement.

“Holdco Group” shall mean Holdco and its Subsidiaries.

“Holdings” shall have the meaning given such term in the preamble to this Agreement.

“Holdings Assets” shall mean (i) all Equity Interests in Metalsa included in the Acquired Assets and (ii) those “Chapter 5 Claims” (as defined in the Purchase Agreement) included in the Acquired Assets.

“Increased Commitment Lender” shall have the meaning given such term in Section 2.14(c).

The “Incurrence Test” shall be met with respect to any incurrence of Indebtedness, increase in the Total Revolving Credit Commitment or other transaction if, and only if, on a Pro Forma Basis, the First Priority Leverage Ratio does not exceed 3.50 to 1.00 and the Interest Coverage Ratio is not less than 2.00 to 1.00.

“Indebtedness” shall mean, at any time and with respect to any Person, (i) all indebtedness of such Person for borrowed money, (ii) all indebtedness of such Person for the deferred purchase price of property or services (other than accounts payable for property, including inventory and services purchased, and expense accruals and deferred compensation items arising in the ordinary course of business), (iii) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments (other than performance, surety and appeal bonds arising in the ordinary course of business), (iv) the principal portion of all obligations of such Person under Capitalized Leases, (v) all reimbursement, payment or similar obligations of such Person, contingent or otherwise, under acceptance, letter of credit or similar facilities, (vi) all obligations of such Person in respect of (x) currency swap agreements, currency future or option contracts and other similar agreements designed to hedge against fluctuations in foreign interest or exchange rates and (y) interest rate swap, cap or collar agreements and interest rate future or option contracts, in each case on a marked-to-market basis, (vii) all Indebtedness referred to in clauses (i) through (vi) above guaranteed directly or indirectly by such Person, (viii) all Indebtedness referred to in clauses (i) through (vii) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness; provided, however, such Indebtedness referred to in this clause (viii) shall be the lesser of the value of such property on which a Lien is attached or the amount of such Indebtedness and (ix) financings described in Section 6.06(e).

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“Indemnified Taxes” shall mean Taxes other than Excluded Taxes.

“Indemnitee” shall have the meaning given such term in Section 10.05(b).

“Information Memorandum” shall mean the Confidential Information Memorandum dated June 2007 relating to the Loan Parties and the Transactions.

“Initial Mortgaged Property” shall have the meaning given such term in Section 4.01(d).

“Insufficiency” shall mean, with respect to any Plan, its “amount of unfunded benefit liabilities” within the meaning of Section 4001(a)(18) of ERISA, if any.

“Intercreditor Agreement” shall mean that certain Intercreditor Agreement, dated as of July 31, 2007, among JPMorgan Chase Bank, N.A., as representative with respect to the ABL credit facility, JPMorgan Chase Bank, N.A., as representative with respect to the first lien term facility, Goldman Sachs Credit Partners L.P., as representative with respect to the second lien term facility and each of the other parties thereto.

“Interest Coverage Ratio” shall mean, on any date, the ratio of (a) Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended on or prior to such date, taken as one accounting period, to (b) cash Consolidated Interest Expense (excluding amounts not paid or payable in cash, including, but not limited to, amortization of debt issuance costs and amortization of original issue discount) for the period of four consecutive fiscal quarters ended on or prior to such date, taken as one accounting period.

“Interest Election Request” shall mean a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.06.

“Interest Payment Date” shall mean (a) with respect to any ABR Loan, the last Business Day of each March, June, September and December and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day that would have been an Interest Payment Date had successive Interest Periods of three months’ duration been applicable to such Borrowing.

“Interest Period” shall mean, as to any Borrowing of Eurodollar Loans, the period commencing on the date of such Borrowing (including as a result of a conversion from ABR Loans) or on the last day of the preceding Interest Period applicable to such Borrowing and ending on the numerically corresponding day (or if there is no corresponding day, the last day) in the calendar month that is one, three, six or, if consented to by all of the Lenders, nine or twelve months thereafter, as the Borrower may elect in the related notice delivered pursuant to Sections 2.04 or 2.06; provided, however, that (i) if any Interest Period would end

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on a day which shall not be a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (ii) no Interest Period shall end later than the Termination Date.

“Inventory” has the meaning set forth in Article 9 of the Uniform Commercial Code as in effect from time to time in the State of New York (and includes Finished Goods, Raw Materials and Work in Process).

“Inventory Reserves” shall mean reserves against Inventory equal to the sum of the following:

(a) a reserve determined by the Agent in its Permitted Discretion for stale or slow-moving Inventory;

(b) a revaluation reserve whereby favorable variances shall be deducted from Eligible Inventory and unfavorable variances shall not be added to Eligible Inventory;

(c) a lower of cost or market value reserve for any differences between a Loan Party’s actual cost to produce versus its selling price to third parties; and

(d) any other reserve as deemed necessary by the Agent in its Permitted Discretion, from time to time with any such additional reserve to be effective upon the later of the date of the next succeeding Borrowing Base Certificate required to be delivered pursuant to Section 5.03 or 5 Business Days after delivery of notice thereof to the Borrower provided, that the Agent may only establish or increase such a reserve after the Closing Date based on an event, condition or other circumstance arising after the Closing Date or based on facts not known to the Agent as of the Closing Date. The amount of any reserve established by the Agent shall have a reasonable relationship to the event, condition or other matter that is the basis for the reserve. Upon delivery of notice to Borrower, as provided above, the Agent shall be available to discuss the proposed reserve or increase, and Borrower and its Subsidiaries may take such action a may be required so that the event, condition or matter that is the basis for such reserve or increase no longer exists in a manner and to the extent reasonably satisfactory to the Agent in the exercise of its Permitted Discretion. In no event shall such notice and opportunity limit the right of the Agent to establish or change such reserve, unless the Agent shall have determined in its Permitted Discretion that the event, condition or other matter that is the basis for such new reserve or such change no longer exists or has otherwise been adequately addressed by the Borrower.

“Inventory Value” shall mean with respect to any Inventory of Loan Party at the time of any determination thereof, the standard cost carried on the perpetual records of such Loan Party stated on a basis consistent with its current

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and historical accounting practices, in Dollars, determined in accordance with the standard cost method of accounting less (i) any markup on Inventory from a Group Member and (ii) in the event variances under the standard cost method are expensed, a reserve shall be reasonably determined as appropriate in order to adjust the standard cost of Eligible Inventory to approximate actual cost.

“Investment Grade” shall mean a rating established by a third party rating agency, equivalent to ‘BBB-’ by S&P or ‘Baa3’ by Moody’s, or better.

“Investments” shall have the meaning given such term in Section 6.05.

“Issuing Lender” shall mean JPMorgan Chase Bank, N.A., in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.03(j), or another Lender reasonably satisfactory to the Borrower and the Agent. The Issuing Lender may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the Issuing Lender, in which case the term “Issuing Lender” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

“JPMorgan” shall mean J.P. Morgan Securities Inc.

“JPMCB” shall mean JPMorgan Chase Bank, N.A.

“Joinder Agreement” shall have the meaning given such term in Section 5.13(a).

“KRW” shall mean Korean Won, the official currency of the Republic of Korea.

“Landlord Consent and Agreement” shall mean a landlord consent and agreement (with a consent by the landlord’s mortgagee, if applicable) substantially the form of Exhibit J with such changes as are satisfactory to the Agent in its Permitted Discretion.

“LC Disbursement” shall mean a payment made by the Issuing Lender pursuant to a Letter of Credit.

“LC Exposure” shall mean, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any Lender at any time shall be its Revolving Credit Commitment Percentage of the LC Exposure at such time.

“Legal Reservations” shall mean:

(a) the principle that equitable remedies may be granted or refused at the discretion of a court, the limitation of enforcement by laws relating to insolvency, reorganization and other laws generally affecting the rights of creditors;

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(b) the time barring of claims under the laws of any relevant jurisdiction, and defenses of setoff or counterclaim; and

(c) any other qualifications as to matters of law (but not fact) in the legal opinions required to be delivered pursuant to the Loan Documents.

“Lender Affiliate” shall mean, (a) with respect to any Lender, (i) an Affiliate of such Lender or (ii) any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and is administered or managed by a Lender or an Affiliate of such Lender and (b) with respect to any Lender that is a fund which invests in bank loans and similar extensions of credit, any other fund that invests in bank loans and similar extensions of credit and is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

“Lenders” shall mean the Persons listed on Annex A and any other Person that shall have become a party hereto pursuant to Section 2.14 or an assignment in accordance with Section 10.03, other than any such Person that ceases to be a party hereto pursuant to an assignment in accordance with Section 10.03.

“Letter of Credit” shall mean any irrevocable letter of credit issued pursuant to Section 2.03, which letter of credit shall be (i) an import documentary or a standby letter of credit, (ii) issued for purposes that are consistent with the provisions of this Agreement (including, without limitation, Section 3.08), (iii) denominated in Dollars and (iv) otherwise in such form as may be reasonably approved from time to time by the Agent and the applicable Issuing Lender.

“Letter of Credit Account” shall mean the account established by the Borrower under the sole and exclusive control of the Agent maintained at the office of the Agent at 270 Park Avenue, New York, New York 10017 designated as the “Tower Letter of Credit Account” that shall be used solely for the purposes set forth herein.

“Letter of Credit Fees” shall mean the fees payable in respect of Letters of Credit pursuant to Section 2.22.

“LIBO Rate” shall mean, with respect to any Eurodollar Borrowing for any Interest Period, the rate appearing on Page 3750 of the Dow Jones Market Service (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest

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Period, as the rate for dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the “LIBO Rate” with respect to such Eurodollar Borrowing for such Interest Period shall be the rate at which Dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

“Lien” shall mean (a) any mortgage, deed of trust, pledge, hypothecation, security interest, encumbrance, lien or charge of any kind whatsoever, (b) the interest of a vendor or a lessor under any conditional sale, capital lease or other title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Liquidating Subsidiary” means (i) MT STAHL Handelsgesellschaft Verwaltung GmbH, a company domiciled in Germany, (ii) Tower Automotive Verwaltung GmbH, a company domiciled in Germany and (iii) Tower Automotive s.r.o., a company domiciled in the Czech Republic.

“Liquidity Trigger Period” shall mean (i) each period that begins on any day on which the Availability has been less than the Minimum Liquidity Amount on each of the five consecutive preceding days, and ends on the first day thereafter on which the Availability has been at least equal to the Minimum Liquidity Amount for 20 consecutive days and (ii) each period that begins when a Significant Event of Default occurs, and ends when no Significant Event of Default is continuing.

“Loans” shall mean, collectively, the Revolving Credit Loans and the Swing Line Loans.

“Loan Documents” shall mean this Agreement, the Security Documents and any notes issued pursuant to Section 2.10.

“Loan Parties” shall mean the Borrower and the Guarantors.

“Maintenance Capital Expenditures” shall mean Capital Expenditures made for the improvement, maintenance or renovation of assets which are capitalized in accordance with GAAP, but specifically excluding, without limitation, the expansion of existing facilities or the acquisition, development or construction of new property.

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, operations or condition, financial or otherwise, of the Holdco Group taken as a whole, (b) the ability of any Loan Party to perform any of its obligations under the Loan Documents to which it is a party, (c) the Collateral, or

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the Agent’s Liens (on behalf of itself and the Lenders) on the Collateral or the priority of such Liens taken as a whole, or (d) the rights of or benefits available to the Secured Parties thereunder.

“Material Indebtedness” means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Hedging Agreements, of the Holdco Group in an aggregate principal amount exceeding $35,000,000. For purposes of determining Material Indebtedness, the “obligations” of Holdco or any Subsidiary thereof in respect of any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that Holdco or such Subsidiary would be required to pay if such Hedging Agreement were terminated at such time.

“Maturity Date” shall mean July 31, 2012.

“Metalsa” shall mean Metalsa, S. de R.L.

“Minimum Liquidity Amount” shall mean, on any date, the product of (i) the Total Revolving Credit Commitment on such date and (ii) 10%; provided that the Minimum Liquidity Amount shall not exceed $20,000,000 and shall not be less than $10,000,000.

“Minority Lenders” shall have the meaning given such term in Section 10.09(b).

“Moody’s” shall mean Moody’s Investors Service, Inc.

“Mortgages” shall mean each of the mortgages and deeds of trust made by any Loan Party in favor of, or for the benefit of, the Agent for the benefit of the Secured Parties substantially in the form of Exhibit G-1 or Exhibit G-2, as applicable (with such changes thereto as shall be reasonably requested by the Agent in view of the law of the jurisdiction in which such mortgage or deed of trust is to be recorded), as the same may be amended, supplemented or otherwise modified from time to time.

“Multiemployer Plan” shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Net Cash Proceeds” shall mean (a) with respect to any disposition of assets, the proceeds thereof in the form of cash and Permitted Investments (including any such proceeds subsequently received (as and when received) in respect of noncash consideration initially received), net of (i) selling expenses (including reasonable and customary broker’s fees or commissions, legal and other professional fees, transfer and similar taxes incurred in connection therewith and the Borrower’s good faith estimate of income taxes paid or payable in connection with such sale, after taking into account any available tax credits or deductions related to such assets and any tax sharing arrangements related to such assets), (ii) amounts provided as a reserve, in accordance with GAAP, against any

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liabilities under any indemnification obligations or purchase price adjustment associated with such disposition (provided that, to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Cash Proceeds) and (iii) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness for borrowed money which is secured by the asset sold in such disposition and which is required to be repaid with such proceeds (other than any such Indebtedness assumed by the purchaser of such asset) and (b) with respect to any Casualty Event, insurance proceeds, condemnation awards and similar payments, in each case, net of the principal amount, premium or penalty, if any, interest on and principal of any Indebtedness for borrowed money which is secured by the assets subject to such Casualty Event and which is required to be repaid with such insurance proceeds, condemnation awards or similar payments and all taxes and fees and out-of-pocket expenses paid by any Group Member to third parties (other than Affiliates) in connection with such Casualty Event.

“Net Domestic Availability” shall mean the sum of (x) Availability plus (y) the aggregate amount of cash maintained by the Loan Parties in deposit accounts subject to Deposit Account Control Agreements.

“Net Global Availability” shall mean the sum of (x) Availability plus (y) the aggregate amount of unrestricted cash (other than any restriction on such cash imposed by the Loan Documents, the First Lien Term Facility Loan Documents or the Second Lien Term Facility Loan Documents) maintained by all Group Members in deposit accounts.

“Net Recovery Inventory Liquidation Rate” shall mean, at any time with respect to any domestic Inventory, the quotient (expressed as a percentage) of (i) the Net Recovery Liquidation Value of such Inventory divided by (ii) the gross inventory cost of such Inventory, determined on the basis of the then most recently conducted inventory appraisal performed by an independent inventory appraisal firm reasonably satisfactory to the Agent.

“Net Recovery Liquidation Value” shall mean, at any time, with respect to any Eligible Inventory or any Eligible Machinery & Equipment, the net orderly liquidation value of such Inventory or machinery and equipment, as the case may be, as then most recently determined, based on the then most recently conducted appraisal of such Inventory or machinery & equipment, as the case may be, performed by an independent appraisal firm reasonably satisfactory to the Agent.

“Non-Increasing Lender” shall have the meaning given such term in Section 2.14(c).

“Non-Material Subsidiary” shall mean each Subsidiary set forth on Schedule 1.01(b) (as such schedule may be modified from time to time by the Borrower in its discretion by notice to the Agent); provided that the aggregate revenue of all Non-Material Subsidiaries shall at no time exceed 10% of the

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consolidated revenue of the Holdco Group for the most recent period of four consecutive fiscal quarters for which financial statements are available at the time of such determination.

“Obligations” shall mean all unpaid principal of and accrued and unpaid interest on (including interest accruing during the pendency of any bankruptcy, insolvency, receivership, or other similar proceeding, regardless of whether allowed or allowable in such proceeding) the Loans, all LC Exposure, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations of the Loan Parties to the Lenders or to any Lender, the Agent, the Issuing Lender or any indemnified party arising under the Loan Documents.

“Other Taxes” shall mean any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document.

“Participant” shall have the meaning given such term in Section 10.03(d).

“Patriot Act” shall mean the USA Patriot Act, Title III of Pub. L. 107-56, signed into law on October 26, 2001, as amended.

“PBGC” shall mean the Pension Benefit Guaranty Corporation, or any successor agency or entity performing substantially the same functions.

“Permitted Acquisition” shall mean the acquisition by Holdco or any Subsidiary of all or substantially all the assets of a Person or line of business of such Person, or all of the Equity Interests of a person (referred to herein as the “Acquired Entity”); provided that (i) the Acquired Entity shall be in a similar, ancillary or complementary line of business as that of the Holdco Group as conducted during the current and most recently concluded calendar year, (ii) at the time of such transaction (A) both before and after giving effect thereto, no Default shall have occurred and be continuing and (B) after giving effect to such transaction, Net Global Availability must be at least equal to the greater of (i) the product of (A) the Total Revolving Credit Commitment and (B) 15% and (ii) $20,000,000; (iii) Holdco and the Subsidiaries shall not incur or assume any Indebtedness in connection with such acquisition, except as permitted by Section 6.03; and (iv) the Loan Parties shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.09 and the Security Documents. Notwithstanding anything to the contrary contained in the immediately preceding sentence, an acquisition which does not otherwise meet the requirements set forth above in the definition of “Permitted Acquisition” shall constitute a Permitted Acquisition if, and to the extent, the Required Lenders agree in writing, prior to the consummation thereof, that such acquisition shall constitute a Permitted Acquisition for purposes of this Agreement.

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“Permitted Discretion” means a determination made in good faith and in the exercise of reasonable (from the perspective of a secured asset-based lender) business judgment.

“Permitted Investments” shall mean:

(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within twelve months from the date of acquisition thereof;

(b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, a credit rating of at least ‘A’ from S&P or ‘A2’ from Moody’s;

(c) investments in certificates of deposit, banker’s acceptances and time deposits (including Eurodollar time deposits) maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with (i) any domestic office of the Agent or (ii) any domestic office of any other commercial bank of recognized standing organized under the laws of the United States of America or any State thereof that has a combined capital and surplus and undivided profits of not less than $500,000,000;

(d) investments in repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (a) above entered into with any office of a bank or trust company meeting the qualifications specified in clause (c) above;

(e) investments in money market funds substantially all the assets of which are comprised of securities of the types described in clauses (a) through (e) above;

(f) in the case of a Foreign Subsidiary, investments similar to those described in clauses (a) through (e) in obligations of Persons located in (x) a jurisdiction in which such Foreign Subsidiary is organized or has operations, (y) The Netherlands or (z) Germany; and

(g) to the extent owned on the Closing Date, investments by any Loan Party in the capital stock of any direct or indirect Subsidiary and by any Foreign Subsidiary in any other Foreign Subsidiary.

“Permitted Investor” shall mean any Fee Receiver that, with respect to any payments of fees under Sections 2.21 or 2.22, delivers to the Borrower and the Agent, on or prior to the date on which such Person becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Borrower and the Agent, but only if such Person is legally entitled to do so), duly completed copies (in such number as requested by the recipient) of one or more of

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Internal Revenue Service Forms W-9, W-8ECI, W-8IMY (together with, if applicable, Internal Revenue Service Forms W-8ECI, W-8EXP or W-8BEN from each beneficial owner of such Person), W-8EXP or W-8BEN or any successor thereto that entitle such Person to a complete exemption from U.S. withholding tax on such payments (but in the case of Form W-8BEN only if such form claims such exemption on the basis of the “business profits” or “other income” articles of a tax treaty to which the United States is a party), in each case together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower (or an applicable Withholding Agent) to determine whether such Person is entitled to such complete exemption.

“Permitted Liens” shall mean: (i) Liens imposed by law (other than Environmental Liens and any Lien imposed under ERISA) for taxes, assessments or charges or levies of any Governmental Authority for claims not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP; (ii) Liens of landlords and Liens of carriers, warehousemen, suppliers, mechanics, materialmen and other Liens (other than Environmental Liens and any Lien imposed under ERISA) in existence on the Closing Date or thereafter imposed by law and created in the ordinary course of business; (iii) Liens (other than any Lien imposed under ERISA) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts; (iv) easements (including, without limitation, reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations, encroachments, variations and zoning and other restrictions, charges or encumbrances (whether or not recorded) and interest of ground lessors, which do not interfere materially with the ordinary conduct of the business of the Holdco Group and which do not materially detract from the value of the property to which they attach or materially impair the use thereof to the Holdco Group and any other Liens “insured over” by the applicable title insurance company; (v) letters of credit or deposits in the ordinary course to secure leases; (vi) extensions, renewals or replacements of any Lien referred to in paragraphs (i) through (v) above, provided that the principal amount of the obligation secured thereby is not increased and that any such extension, renewal or replacement is limited to the property originally encumbered thereby; (vii) Liens consisting of deposits with derivatives traders as may be required pursuant to the terms of the International Swaps and Derivatives Association, Inc.’s Master Agreement(s) executed in the ordinary course of business in connection with the Holdco Group’s commodity, foreign exchange and interest hedging programs in an aggregate amount not to exceed at any time $5,000,000; (viii) Liens on deposit accounts maintained with, or other property in the custody of, a depositary bank pursuant to its general business terms and in the ordinary course of business, and similar Liens on accounts of

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Foreign Subsidiaries organized under the laws of the Netherlands arising under clause 18 of the general terms and conditions of any member of the Dutch Bankers’ Association or any similar term applied by a financial institution in the Netherlands pursuant to its general terms and conditions; (ix) Liens in respect of judgments that would not result in an Event of Default under Section 7.01(l); (x) Liens consisting of leases, licenses, subleases and sublicenses of assets (including, without limitation, real property and intellectual property rights) in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of any Group Member and do not secure any Indebtedness; (xi) Liens consisting of pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations to (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to any Group Member; (xii) Liens consisting of customary transfer restrictions in joint venture agreements, stockholder agreements or other similar agreements applicable to joint ventures; (xiii) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; (xiv) Liens (A) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.05 to be applied against the purchase price for such Investment, and (B) consisting of an agreement to transfer any property in a disposition permitted under Section 6.06, in each case, solely to the extent such Investment or disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (xv) Liens that are contractual rights of set-off relating to purchase orders and other agreements entered into with customers of any Group Member or any of its Subsidiaries in the ordinary course of business; (xvi) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by any Group Member or its Subsidiaries in the ordinary course of business or Liens arising by operation of law under Article 2 of the UCC in favor of a reclaiming seller of goods or buyer of goods; and (xvii) Liens deemed to exist in connection with investments in repurchase agreements permitted under Section 6.05, provided that such Liens do not extend to any assets other than those assets that are the subject of such repurchase agreements.

“Permitted Refinancing Indebtedness” shall mean Indebtedness issued or incurred (including by means of the extension or renewal of existing Indebtedness) to refinance, refund, extend, renew or replace existing Indebtedness (“Refinanced Indebtedness”); provided that such Indebtedness is not greater than the principal amount of such Refinanced Indebtedness plus the amount of any premiums or penalties and accrued and unpaid interest paid thereon and reasonable fees and expenses, in each case associated with such refinancing, refunding, extension, renewal or replacement, (b) such refinancing, refunding, extending, renewing or replacing Indebtedness has a final maturity that is no sooner than, and a weighted average life to maturity that is no shorter than, such Refinanced Indebtedness, (c) if such Refinanced Indebtedness or any Guarantees thereof are subordinated to the Obligations, such refinancing, refunding,

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extending, renewing or replacing Indebtedness and any Guarantees thereof remain so subordinated on terms no less favorable to the Lenders, (d) the obligors (or their successors in interest) in respect of such Refinanced Indebtedness immediately prior to such refinancing, refunding, extending, renewing or replacing are the only obligors on such refinancing, refunding, extending, renewing or replacement Indebtedness and (e) such refinancing, refunding, extending, renewing or replacing Indebtedness contains covenants and events of default and is benefited by Guarantees, if any, which, taken as a whole, are determined in good faith by a Financial Officer of Holdco to be no less favorable to the Holdco Group and the Lenders in any material respect than the covenants and events of default or Guarantees, if any, in respect of such Refinanced Indebtedness.

“Person” shall mean any natural person, corporation, division of a corporation, partnership, limited liability company, trust, joint venture, association, company, estate, unincorporated organization or Governmental Authority or any agency or political subdivision thereof.

“Plan” shall mean any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which any Loan Party or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Plan of Reorganization” shall mean the Joint Plan of Reorganization pursuant to Chapter 11 of the Bankruptcy Code of Tower Automotive, Inc. and certain of its Subsidiaries, each a debtor and debtor-in-possession, together with all schedules and exhibits thereto, as confirmed by the Confirmation Order, together with any amendments, supplements or modifications thereto that have been approved or authorized by the Bankruptcy Court prior to the Closing Date.

“PP&E Component” shall mean, at the time of any determination, the lesser of (i) (A) the product of (1) the sum of (a) the Net Recovery Liquidation Value of Eligible Machinery & Equipment, (b) the Net Recovery Liquidation Value of Additional Eligible Machinery & Equipment, (c) the fair market value of Eligible Real Property and (d) the fair market value of Additional Eligible Real Property and (2) 75% (such product subject to adjustment: (i) from time to time upon receipt of periodic valuation updates received from the Agent’s internal or third party asset valuation experts, or (ii) concurrent with the sale or commitment to sell any assets constituting part of the PP&E Component) minus (B) Reserves established by the Agent (including for Environmental Liability), and (ii) $100,000,000.

“Pricing Schedule” means the schedule attached hereto and so denominated.

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“Prime Rate” shall mean the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“Pro Forma Basis” shall mean, with respect to any calculation of any financial test in connection with any acquisition, incurrence of Indebtedness, increase in the Total Revolving Credit Commitment or other transaction, such financial test calculated on a pro forma basis after giving effect to the consummation of such transaction as if such transaction had occurred on the first day of the period of four consecutive fiscal quarters most recently ended for which the financial statements are available.

“Purchase Agreement” shall mean that certain Asset Purchase Agreement, dated as of May 1, 2007, by and among Tower Automotive, Inc., a debtor-in-possession, its debtor Affiliates signatory thereto and TA Acquisition Company, LLC, together with all exhibits and schedules thereto.

“Qualified IPO” shall mean an underwritten initial public offering of common stock of (and by) Holdings pursuant to an effective registration statement filed with the Securities and Exchange Commission in accordance with the Securities Act of 1933, as amended, which initial public offering results in gross cash proceeds to Holdings of $50,000,000 or more.

“Raw Materials” shall mean items/materials used or consumed in the manufacturing of goods to be sold by a Loan Party in the ordinary course of business.

“Refunded Swing Line Loans” shall have the meaning given such term in Section 2.02(c).

“Refunding Date” shall have the meaning given such term in Section 2.02(d).

“Register” shall have the meaning given such term in Section 10.03(b)(iv).

“Related Parties” shall mean, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“Rent Reserve” shall mean, with respect to any plant, warehouse distribution center or other operating facility where any Inventory or machinery and equipment subject to Liens arising by operation of law is located (including landlords’ Liens), a reserve equal to one (1) month’s rent (or such longer period (not to exceed two (2) months’ rent) as the Agent may determine in its Permitted Discretion) at such plant, warehouse distribution center, or other operating facility.

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“Reports” means reports prepared by the Agent or another Person showing the results of appraisals, field examinations or audits pertaining to the Loan Parties’ assets from information furnished by or on behalf of the Borrower, after the Agent has exercised its rights of inspection pursuant to this Agreement, which Reports may be distributed to the Lenders by the Agent.

“Required Lenders” shall mean, at any time, Lenders having Loans (excluding Swing Line Loans), LC Exposure, Swing Line Exposure and unused Revolving Credit Commitments representing at least a majority of the sum of all Loans outstanding (excluding Swing Line Loans), LC Exposure, Swing Line Exposure and the Unused Total Revolving Credit Commitment at such time.

“Requirement of Law” shall mean, as to any Person, the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Reserves” means Dilution Reserves, Inventory Reserves, Rent Reserves and any other reserves which the Agent deems necessary, in its Permitted Discretion, to maintain (including, without limitation, reserves for accrued and unpaid interest on the Secured Obligations, reserves for consignee’s, warehousemen’s and bailee’s charges, reserves for Environmental Liability, reserves for contingent liabilities of any Loan Party, reserves for uninsured losses of any Loan Party, reserves for uninsured, underinsured, un-indemnified or under-indemnified liabilities or potential liabilities with respect to any litigation and reserves for taxes, fees, assessments, and other governmental charges) with respect to the Collateral or any Loan Party; provided, that the Agent may only establish or increase a reserve after the Closing Date based on an event, condition or other circumstance arising after the Closing Date or based on facts not known to the Agent as of the Closing Date. The amount of any reserve established by the Agent shall have a reasonable relationship to the event, condition or other matter that is the basis for the reserve. Upon delivery of notice to Borrower, the Agent shall be available to discuss the proposed reserve or increase, and Borrower and its Subsidiaries may take such action as may be required so that the event, condition or matter that is the basis for such reserve or increase no longer exists in a manner and to the extent reasonably satisfactory to the Agent in the exercise of its Permitted Discretion. In no event shall such notice and opportunity limit the right of the Agent to establish or change such reserve, unless the Agent shall have determined in its Permitted Discretion that the event, condition or other matter that is the basis for such new reserve or such change no longer exists or has otherwise been adequately addressed by the Borrower.

“Restricted Payment” shall mean any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in any Group Member, or any payment (whether in cash, securities or other

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property), including any sinking fund or similar deposit, on account of the purchase, redemption, defeasance, retirement, acquisition, cancellation or termination of any Equity Interests in any Group Member or any option, warrant or other right to acquire any such Equity Interests in any Group Member.

“Revolving Credit Borrowing” shall mean a borrowing consisting of simultaneous Revolving Credit Loans of the same Type and, in the case of Eurodollar Loans, having the same Interest Period, made by each of the Revolving Credit Lenders pursuant to Section 2.01(a).

“Revolving Credit Commitment” shall mean the commitment of each Lender to make Revolving Credit Loans hereunder and participate in Swing Line Loans and Letters of Credit in the amount set forth opposite its name in Annex A hereto or as may be subsequently set forth in the Register from time to time, as the case may be, and as may be reduced or increased from time to time pursuant to Sections 2.11, 2.12 and 2.14.

“Revolving Credit Commitment Percentage” shall mean, at any time, with respect to each Lender, the percentage obtained by dividing its Revolving Credit Commitment at such time by the Total Revolving Credit Commitment or, if the Revolving Credit Commitments have been terminated, the Revolving Credit Commitment Percentage of each Lender that existed immediately prior to such termination (adjusted to give effect to any subsequent assignments pursuant to Section 10.03).

“Revolving Credit Loan” shall have the meaning set forth in Section 2.01(a).

“S&P” shall mean Standard & Poor’s, a division of The McGraw Hill Companies, Inc.

“Sale Order” means an order of the Bankruptcy Court substantially in the form and substance of Exhibit F to the Purchase Agreement.

“Second Lien Term Facility Loan Documents” shall have the meaning given the term “Loan Documents” in the Second Lien Term Loan Agreement.

“Second Lien Term Loan Agreement” shall mean that certain Second Lien Term Loan and Guaranty Agreement, dated as of July 31, 2007, among the Borrower, the European Borrower, the other guarantors from time to time party thereto, the lenders from time to time party thereto and Goldman Sachs Credit Partners L.P., as administrative agent.

“Second Lien Term Loans” shall have the meaning given such term in the recitals to this Agreement.

“Secured Hedging Obligations” means (i) all Hedging Obligations of any Loan Party owing to any Person who is the Agent, an Arranger or one or

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more Lenders or their respective Affiliates at the time the Hedging Agreement relating thereto was entered into and (ii) all Hedging Obligations of any Loan Party (as such term is defined in the Term Loan Documents) owing to any Person who is the Agent, an Arranger or one or more Lenders or their respective Affiliates (each of the immediately preceding five capitalized terms having the meaning set forth in the Term Loan Documents) at the time the Hedging Agreement relating thereto was entered into; provided that at or prior to the time that any transaction relating to such Hedging Obligation is executed, the Lender (or “Lender” as defined in the Term Loan Documents, as the case may be) party thereto (other than JPMCB) shall have delivered notice to the Agent that such a transaction has been entered into and that it constitutes a Secured Obligation entitled to the benefits of the Security Documents.

“Secured Obligations” means all Obligations, together with all (i) Banking Services Obligations and (ii) Secured Hedging Obligations. Pursuant to the Security Documents, the net proceeds realized by the Agent from the disposition of Collateral will be applied first to the Obligations and second to the obligations described in clauses (i) and (ii) above.

“Secured Obligors” shall mean, collectively, (a) the Loan Parties and (b) the Loan Parties (as defined in the Term Loan Documents).

“Secured Parties” shall mean, collectively, (a) the Lenders, (b) the Issuing Lender, (c) the Swing Line Lender, (d) the Agent, (e) each counterparty to each Secured Hedging Obligation described in clause (ii) of the definition of “Secured Obligations”, (f) each party providing Banking Services to any Borrower, (h) the beneficiaries of each indemnification obligation undertaken by any Loan Party under the Loan Documents and (i) any permitted successors, indorsees, transferees and assigns of each of the foregoing.

“Securities Account Control Agreement” shall mean a securities account control agreement in the form specified in Exhibit G to the Security Agreement, or in such other form as is reasonably acceptable to the Agent.

“Security Agreement” shall mean that certain ABL Security Agreement, dated as of July 31, 2007, among the Borrower, the Guarantors party thereto and JPMorgan Chase Bank, N.A., as agent, in the form of Exhibit A.

“Security Documents” shall mean, collectively, the Security Agreement, the Mortgages, the Account Control Agreements, the Intercreditor Agreement and any other documents granting a Lien upon the Collateral as security for payment of the Secured Obligations.

“Seojin” shall mean Seojin Industrial Co. Ltd., a company domiciled in the Republic of Korea.

“Significant Event of Default” shall mean an Event of Default under Section 7.01(b), 7.01(c), 7.01(e), 7.01(f), 7.01(g), 7.01(h), 7.01(i) or 7.01(l).

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“Single Employer Plan” shall mean a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (i) is maintained for employees of any Loan Party or an ERISA Affiliate or (ii) was so maintained and in respect of which any Loan Party could reasonably be expected to have liability under Title IV of ERISA in the event such Plan has been or were to be terminated.

“Solvent” shall mean, with respect to any Person, at any date, that (a) the sum of such Person’s debt (including contingent liabilities) does not exceed the present fair saleable value of such Person’s present assets, (b) such Person’s capital is not unreasonably small in relation to its business as contemplated on such date, (c) such Person has not incurred and does not intend to incur, or believe that it will incur, debts including current obligations beyond its ability to pay such debts as they become due (whether at maturity or otherwise), and (d) such Person is “solvent” within the meaning given that term and similar terms under applicable laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

“Sponsor” shall mean Cerberus Capital Management, L.P.

“Sponsor Group” shall mean the Sponsor and funds and accounts Affiliated with the Sponsor.

“Statutory Reserve Rate” shall mean a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Agent is subject for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“subsidiary” shall mean, with respect to any Person (in this definition referred to as the “parent”), any corporation, association or other business entity (whether now existing or hereafter organized) of which at least a majority of the securities or other ownership or membership interests having ordinary voting power for the election of directors is, at the time as of which any determination is being made, owned or controlled by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

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“Subsidiary” means any subsidiary of Holdco.

“Subsidiary Guarantors” shall mean each direct or indirect Domestic Subsidiary of Holdco in existence on the Closing Date (other than the Borrower) and each Person that becomes a Subsidiary Guarantor after the Closing Date pursuant to Section 5.13.

“Super-majority Lenders” shall have the meaning given such term in Section 10.09(b).

“Swing Line Borrowing” shall mean a borrowing of a Swing Line Loan pursuant to Section 2.04(b).

“Swing Line Commitment” shall mean the commitment of the Swing Line Lender to make Swing Line Loans hereunder in an aggregate principal amount at any one time outstanding not to exceed $25,000,000.

“Swing Line Exposure” shall mean, at any time, the aggregate principal amount at such time of all outstanding Swing Line Loans. The Swing Line Exposure of any Lender at any time shall equal its Revolving Credit Commitment Percentage of the aggregate Swing Line Exposure at such time.

“Swing Line Lender” shall mean JPMorgan Chase Bank, N.A., in its capacity as provider of Swing Line Loans hereunder, and its successors in such capacity.

“Swing Line Loans” shall have the meaning given such term in Section 2.02.

“Swing Line Participation Amount” shall have the meaning given such term in Section 2.02(d).

“Syndication Agent” shall mean Goldman Sachs Credit Partners L.P.

“Taxes” shall mean any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

“Term Loan Documents” shall mean the First Lien Term Facility Loan Documents and the Second Lien Term Facility Loan Documents.

“Term Loans” shall mean the First Lien Term Loans and the Second Lien Term Loans.

“Termination Date” shall mean the earliest to occur of (i) the Maturity Date and (ii) the acceleration of the Loans and the termination of the Revolving Credit Commitments in accordance with the terms hereof.

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“Termination Event” shall mean (i) a “reportable event”, as such term is described in Section 4043(c) of ERISA (other than a “reportable event” as to which the 30-day notice is waived under subsection .22, .23, .25, .27 or .28 of PBGC Regulation Section 4043) or an event described in Section 4068 of ERISA and excluding events which would not be reasonably likely (as reasonably determined by the Agent) to have a Material Adverse Effect, (ii) the withdrawal by any Loan Party or any ERISA Affiliate from a Plan during a plan year in which it was a “substantial employer,” as such term is defined in Section 4001(a)(2) of ERISA, for which any Loan Party or ERISA Affiliate incurs liability under Section 4064 of ERISA, or any Loan Party or ERISA Affiliate withdraws from a Multiemployer Plan for which such Loan Party or ERISA Affiliate incurs Withdrawal Liability, (iii) providing notice of intent to terminate a Plan pursuant to Section 4041(c) of ERISA or the treatment of a Plan amendment as a termination under Section 4041 of ERISA, if such amendment requires the provision of security, (iv) the institution of proceedings to terminate a Plan by the PBGC under Section 4042 of ERISA or (v) any other event or condition which would reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the imposition of any liability under Title IV of ERISA (other than for the payment of premiums to the PBGC in the ordinary course).

“Total Revolving Credit Commitment” shall mean, any time, the sum of the Revolving Credit Commitments at such time. The original Total Revolving Credit Commitment is $200,000,000.

“Total Revolving Credit Commitment Usage” shall mean, at any time, the sum of (i) the aggregate outstanding principal amount of all Loans and (ii) the aggregate LC Exposure at such time.

“Tower Group” shall have the meaning given such term in the Purchase Agreement.

“Transactions” shall mean, collectively, (a) the Acquisition, (c) the Equity Contribution, (c) entering into the Loan Documents and the funding of the initial Revolving Credit Loans on the Closing Date, (d) entering into the Term Loan Documents and the funding of the Term Loans on the Closing Date, (e) the consummation of any other transactions connected with the foregoing and (f) the payment of fees and expenses in connection with any of the foregoing.

“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

“UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that if by reason of any provisions of law, the perfection or the effect of perfection or non-perfection of

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the security interests granted to the Agent pursuant to the applicable Loan Document is governed by the Uniform Commercial Code as in effect in a jurisdiction of the United States other than New York, then “UCC” shall mean the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions of each Loan Document.

“Unrestricted Cash” shall mean all cash and Permitted Investments of the Holdco Group that are not subject to any Liens or other restrictions on disposition except pursuant to the Loan Documents and the Term Loan Documents.

“Unused Total Revolving Credit Commitment” shall mean, at any time, (i) the Total Revolving Credit Commitment less (ii) the Total Revolving Credit Commitment Usage.

“Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“Withholding Agent” shall have the meaning given such term in Section 2.17.

“Work-in-Process” shall mean Inventory which consists of work-in-process including without limitation materials other than Raw Materials, Finished Goods or saleable products, title to which and sole ownership of which is vested in a Loan Party.

Section 1.02. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Annexes, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Annexes, Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

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Section 1.03. Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall been withdrawn or such provision amended in accordance herewith.

ARTICLE 2

AMOUNT AND TERMS OF CREDIT

Section 2.01. Revolving Credit Commitments.

(a) Each Lender severally agrees, upon the terms and subject to the conditions herein set forth, to make revolving credit loans (each a “Revolving Credit Loan” and collectively, the “Revolving Credit Loans”) to the Borrower at any time and from time to time during the Availability Period in an aggregate principal amount not to exceed, when added to the sum of such Lender’s LC Exposure and Swing Line Exposure, the Revolving Credit Commitment of such Lender, which Revolving Credit Loans may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall the Total Revolving Credit Commitment Usage exceed the lesser of (i) the Total Revolving Credit Commitment and (ii) the Borrowing Base.

(b) Each Revolving Credit Borrowing shall be made by the Lenders pro rata in accordance with their respective Revolving Credit Commitments; provided, however, that the failure of any Lender to make any Revolving Credit Loan shall not in itself relieve the other Lenders of their obligations to lend.

(c) Each Revolving Credit Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

(d) At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is in an integral multiple of $1,000,000 and not less than $5,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an

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integral multiple of $500,000 and not less than $1,000,000; provided, that an ABR Borrowing may be in an aggregate amount that is equal to the entire Unused Revolving Credit Commitment or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.03(f). Borrowings of more than one Type may be outstanding at the same time; provided, that the Borrower shall not be entitled to request any Borrowing that, if made, would result in more than ten Eurodollar Borrowings outstanding hereunder at any time.

(e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Revolving Credit Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Section 2.02. Swing Line Commitment. (a). Subject to the terms and conditions hereof, the Swing Line Lender agrees that, during the Availability Period, it will make available to the Borrower in the form of swing line loans funded and repayable solely in Dollars (“Swing Line Loans”) a portion of the credit otherwise available to the Borrower under the Revolving Credit Commitments; provided, that (i) the aggregate principal amount of Swing Line Loans outstanding at any time shall not exceed the Swing Line Commitment then in effect (notwithstanding that the Swing Line Loans outstanding at any time, when aggregated with the Swing Line Lender’s other outstanding Revolving Credit Loans hereunder, may exceed the Swing Line Commitment then in effect or the Swing Line Lender’s Revolving Credit Commitment then in effect) and (ii) the Borrower shall not request, and the Swing Line Lender shall not make, any Swing Line Loan if, after giving effect to the making of such Swing Line Loan, the Availability would be less than zero. During the Availability Period, the Borrower may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Each Borrowing of Swing Line Loans shall be comprised entirely of ABR Loans.

(b) At the time that each Swing Line Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $250,000 and not less than $500,000; provided, that a Swing Line Borrowing may be in an aggregate amount that is equal to the entire Unused Revolving Credit Commitment.

(c) The Swing Line Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender so to act on its behalf), on one Business Day’s notice given by the Swing Line Lender no later than 12:00 noon, New York City time, request each Lender to make, and each Lender hereby agrees to make, a Revolving Credit Loan (which shall initially be an ABR Loan), in an amount equal to such Lender’s Revolving Credit Percentage of the aggregate amount of the Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date of such notice, to repay the Swing Line Lender. Each Lender shall make the amount of such Revolving Credit Loan available to the Agent in immediately

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available funds, not later than 10:00 A.M., New York City time, one Business Day after the date of such notice. The proceeds of such Revolving Credit Loans shall be made immediately available by the Agent to the Swing Line Lender for application by the Swing Line Lender to the repayment of the Refunded Swing Line Loans.

(d) If prior to the time a Revolving Credit Loan would have otherwise been made pursuant to Section 2.02(c), one of the events described in Section 7.01(e) or (f) shall have occurred and be continuing with respect to any Loan Party, or if for any other reason, as determined by the Swing Line Lender in its sole discretion, Revolving Credit Loans may not be made as contemplated by Section 2.02(c), each Revolving Credit Lender shall, on the date such Revolving Credit Loan was to have been made pursuant to the notice referred to in Section 2.02(c) (the “Refunding Date”), purchase for cash an undivided participating interest in the then outstanding Swing Line Loans by paying to the Swing Line Lender an amount (the “Swing Line Participation Amount”) equal to (i) such Revolving Credit Lender’s Revolving Credit Percentage times (ii) the aggregate principal amount of Swing Line Loans then outstanding which were to have been repaid with such Revolving Credit Loans. The Loan Parties irrevocably authorize the Swing Line Lender to charge their accounts with the Agent (up to the amount available in each such account) in order to immediately pay the amount of such Refunded Swing Line Loans to the extent amounts received from the Revolving Credit Lenders are not sufficient to repay in full such Refunded Swing Line Loans.

(e) Whenever, at any time after the Swing Line Lender has received from any Revolving Credit Lender such Lender’s Swing Line Participation Amount, the Swing Line Lender receives any payment on account of the Swing Line Loans, the Swing Line Lender will distribute to such Lender its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Lender’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swing Line Loans then due); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Credit Lender will return to the Swing Line Lender any portion thereof previously distributed to it by the Swing Line Lender.

(f) Each Revolving Credit Lender’s obligation to make the Loans referred to in Section 2.02(a) and to purchase participating interests pursuant to Section 2.02(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, (i) any setoff, counterclaim, recoupment, defense or other right which such Revolving Credit Lender or any Loan Party may have against the Swing Line Lender, an other Loan Party or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article 4, (iii) a reduction or termination of the Revolving Credit Commitments, (iv) any

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adverse change in the condition (financial or otherwise) of any Loan Party, (v) any breach of this Agreement or any other Loan Document by any Loan Party or any other Revolving Credit Lender, or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Section 2.03. Letters of Credit. (a) General. Subject to the terms and conditions set forth herein, the Borrower may request the issuance of Letters of Credit for its own account, in a form reasonably acceptable to the Agent and the Issuing Lender, at any time and from time to time during the Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the Issuing Lender relating to any Letter of Credit, the terms and conditions of this Agreement shall control. At no time shall a Letter of Credit be issued if the LC Exposure (inclusive of the amount of such proposed Letter of Credit) would exceed $75,000,000 or the Total Revolving Credit Commitment Usage would exceed the lesser of (i) the Total Revolving Credit Commitment and (ii) the Borrowing Base.

(b) [Intentionally Omitted]

(c) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and the Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (d) of this Section), the amount of such Letter of Credit (which shall be denominated in Dollars), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing Lender, the Borrower also shall submit a letter of credit application on the Issuing Lender’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension the LC Exposure shall not exceed $75,000,000. No Issuing Lender (other than the Agent or an Affiliate thereof) shall permit any such issuance, renewal, extension or amendment resulting in an increase in the amount of any Letter of Credit to occur without first obtaining written confirmation from the Agent that it is then permitted under this Agreement.

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(d) Expiration Date. Each Letter of Credit shall expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date which is five Business Days prior to the Termination Date; provided, that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

(e) Participations.

(i) Each Issuing Lender irrevocably agrees to grant and hereby grants to each Lender, and, to induce each Issuing Lender to issue Letters of Credit hereunder, each Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such Lender’s own account and risk, an undivided interest equal to such Lender’s Revolving Credit Percentage in each Issuing Lender’s obligations and rights under each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each Lender unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such Lender shall pay to the Agent for the account of such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein (and thereafter the Agent shall promptly pay to such Issuing Lender) an amount equal to such Lender’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each Lender’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Issuing Lender, the applicable Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article 4, (C) any adverse change in the condition (financial or otherwise) of any Borrower, (D) any breach of this Agreement or any other Loan Document by any Borrower, any other Loan Party or any other Lender or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

(ii) If any amount required to be paid by any Lender to an Issuing Lender pursuant to Section 2.03(e)(i) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, the Issuing Lender shall so notify the Agent, who shall promptly notify the Lenders and each such Lender shall pay to the Agent, for the account of the Issuing Lender on demand (and thereafter the Agent shall promptly pay to the Issuing Lender) an

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amount equal to the product of (A) such amount, times (B) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (C) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any Lender pursuant to Section 2.03(e)(i) is not made available to the Agent, for the account of such Issuing Lender, by such Lender within three Business Days after the date such payment is due, the Agent, on behalf of such Issuing Lender shall be entitled to recover from such Lender, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans. A certificate of the Agent on behalf of such Issuing Lender submitted to any Lender with respect to any such amounts owing under this Section shall be conclusive in the absence of manifest error.

(iii) Whenever, at any time after any Issuing Lender has made payment under any Letter of Credit and has received from the Agent any Lender’s pro rata share of such payment in accordance with Section 2.03(e)(i), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the applicable Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to the Agent for the account of such Lender (and thereafter, the Agent will promptly distribute to such Lender) its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such Lender shall return to the Agent for the account of such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

(f) Reimbursement Obligations of the Borrower. If the Issuing Lender shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 12:00 noon, New York City time, on (i) the Business Day that the Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided, that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.04(a) that such payment be financed with an ABR Borrowing in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting

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ABR Borrowing. If the Borrower fails to make such payment when due, the Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Revolving Credit Commitment Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Agent its Revolving Credit Commitment Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.05 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Agent shall promptly pay to the Issuing Lender the amounts so received by it from the Lenders. Promptly following receipt by the Agent of any payment from the Borrower pursuant to this paragraph, the Agent shall distribute such payment to the Issuing Lender or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the Issuing Lender, then to such Lenders and the Issuing Lender as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Lender for any LC Disbursement (other than the funding of ABR Loans as contemplated above) shall not constitute a Revolving Credit Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

(g) Obligations Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (f) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the Issuing Lender under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. Neither the Agent, the Lenders nor the Issuing Lender, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Lender; provided, that the foregoing shall not be construed to excuse the Issuing Lender from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by the gross negligence, bad faith or willful misconduct

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of the Issuing Lender (as finally determined by a court of competent jurisdiction). In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Lender may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(h) Disbursement Procedures. The Issuing Lender shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Lender shall promptly notify the Agent and the Borrower by telephone (confirmed by telecopy) of such demand for payment and whether the Issuing Lender has made or will make an LC Disbursement thereunder; provided, that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the Issuing Lender and the Lenders with respect to any such LC Disbursement.

(i) Interim Interest. If the Issuing Lender shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable to ABR Loans; provided, that, if the Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (f) of this Section, then Section 2.08 shall apply. Interest accrued pursuant to this paragraph shall be for the account of the Issuing Lender, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (f) of this Section to reimburse the Issuing Lender shall be for the account of such Lender to the extent of such payment.

(j) Replacement of the Issuing Lender. The Issuing Lender may be replaced at any time by written agreement among the Borrower, the Agent, the replaced Issuing Lender and the successor Issuing Lender. The Agent shall notify the Lenders of any such replacement of the Issuing Lender. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Lender pursuant to Section 2.21. From and after the effective date of any such replacement, (i) the successor Issuing Lender shall have all the rights and obligations of the Issuing Lender under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Lender” shall be deemed to refer to such successor or to any previous Issuing Lender, or to such successor and all previous Issuing Lenders, as the context shall require. After the replacement of a Issuing Lender hereunder, the replaced Issuing Lender shall remain a party hereto and shall continue to have all the rights and obligations of a Issuing Lender under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

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(k) Replacement of Letters of Credit; Cash Collateralization. Upon or prior to the occurrence of the Termination Date the Borrower shall (i) cause all Letters of Credit which expire after the Termination Date to be returned to the Issuing Lender undrawn and marked “cancelled” or (ii) if the Borrower is unable to do so in whole or in part either (x) provide one or more “back-to-back” letters of credit to one or more Issuing Lenders in a form reasonably satisfactory to each such Issuing Lender that is a beneficiary of such “back-to-back” letter of credit and the Agent, issued by a bank reasonably satisfactory to each such Issuing Lender and the Agent, and/or (y) deposit cash in the Letter of Credit Account, the sum of (x) and (y) of the foregoing sentence to be in an aggregate amount equal to 105% of the then undrawn stated amount of all LC Exposure (less the amount, if any, then on deposit in the Letter of Credit Account) as collateral security for the Borrower’s reimbursement obligations in connection therewith, such cash to be remitted to the Borrower upon the expiration, cancellation or other termination or satisfaction of such reimbursement obligations and the Obligations hereunder and under the other Loan Documents (“Cash Collateralization”). The Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the Letter of Credit Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Agent (in accordance with its usual and customary practices for investments of this type) and at the Borrower’s risk and reasonable expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Funds in the Letter of Credit Account shall be applied by the Agent to reimburse the Issuing Lender for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time. Funds in the Letter of Credit Account shall be returned to the Borrower at such time as the LC Exposure is $0 and no Default shall exist.

(l) Issuing Lender Agreements. Unless otherwise requested by the Agent, each Issuing Lender shall report in writing to the Agent (i) on the first Business Day of each week, the daily activity (set forth by day) in respect of Letters of Credit during the immediately preceding week, including all issuances, extensions, amendments and renewals, all expirations and cancellations and all disbursements and reimbursements, (ii) on or prior to each Business Day on which such Issuing Lender expects to issue, amend, renew or extend any Letter of Credit, the date of such issuance, amendment, renewal or extension, and the aggregate face amount of the Letters of Credit to be issued, amended, renewed, or extended by it and outstanding after giving effect to such issuance, amendment, renewal or extension occurred (and whether the amount thereof changed), it being understood that such Issuing Lender shall not permit any issuance, renewal, extension or amendment resulting in an increase in the amount of any Letter of Credit to occur without first obtaining written confirmation from the Agent that it

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is then permitted under this Agreement, (iii) on each Business Day on which such Issuing Lender makes any LC Disbursement, the date of such LC Disbursement and the amount of such LC Disbursement, (iv) on any Business Day on which the Borrower fails to reimburse an LC Disbursement required to be reimbursed to such Issuing Lender on such day, the date of such failure, the Borrower and the amount and currency of such LC Disbursement and (v) on any other Business Day, such other information as the Agent shall reasonably request.

Section 2.04. Requests for Borrowings.

(a) Revolving Credit Loans. Unless otherwise agreed to by the Agent in connection with making the initial Revolving Credit Loans, to request a Borrowing of Revolving Credit Loans, the Borrower shall notify the Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of the proposed Borrowing and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the date of the proposed Borrowing; provided, that any such notice of an ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.03(f) may be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic request for a Borrowing shall be irrevocable and shall be confirmed promptly by hand delivery or, subject to Section 10.01(b), electronic transmission to the Agent of a written Borrowing Request signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.01(a):

(i) the aggregate amount of the requested Borrowing;

(ii) the date of such Borrowing, which shall be a Business Day;

(iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and

(iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”.

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.04(a), the Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Revolving Credit Loan to be made as part of the requested Borrowing.

(b) Swing Line Loans. To request a Borrowing of Swing Line Loans, the Borrower shall notify the Agent of such request by telephone not later than

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12:00 noon, New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or, subject to Section 10.01(b), electronic transmission to the Agent of a written Borrowing Request in a form approved by the Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02(a):

(i) the aggregate amount of the requested Borrowing; and

(ii) the date of such Borrowing, which shall be a Business Day.

Section 2.05. Funding of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account of the Agent most recently designated by it for such purpose by notice to the Lenders. The Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to the Funding Account(s); provided that ABR Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.03(f) shall be remitted by the Agent to the Issuing Lender; provided further that ABR Loans made to finance Refunded Swing Line Loans as provided in Section 2.02(c) shall be remitted by the Agent to the Swing Line Lender.

(b) Unless the Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Agent such Lender’s share of such Borrowing, the Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Agent, then the applicable Lender and the Borrower severally agree to pay to the Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Agent, at (i) in the case of such Lender, a rate determined by the Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

Section 2.06. Interest Elections. (a) Each Borrowing of Revolving Credit Loans initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowings to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Revolving Credit Loans comprising such Borrowing.

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(b) To make an Interest Election Request pursuant to this Section, the Borrower shall notify the Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.04(a) if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or, subject to Section 10.01(b), electronic transmission to the Agent of a written Interest Election Request in a form approved by the Agent in its reasonable discretion and signed by the Borrower.

(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.01:

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and

(iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(d) Promptly following receipt of an Interest Election Request, the Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e) If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing, then, so long as an Event of Default is

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continuing (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

Section 2.07. Interest on Loans.

(a) Subject to the provisions of Section 2.08, each ABR Loan shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days or, when the Alternate Base Rate is based on the Prime Rate, a year with 365 days or 366 days in a leap year) at a rate per annum equal to the Alternate Base Rate plus the Applicable ABR Margin.

(b) Subject to the provisions of Section 2.08, each Eurodollar Loan shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal, during each Interest Period applicable thereto, to the Adjusted LIBO Rate for such Interest Period in effect for such Borrowing plus the Applicable Eurodollar Margin.

(c) Accrued interest on all Loans shall be payable in arrears on each Interest Payment Date applicable thereto, on the Termination Date and after the Termination Date on demand and (with respect to Eurodollar Loans) upon any repayment or prepayment thereof (on the amount prepaid).

Section 2.08. Default Interest. If the Borrower shall default in the payment of the principal of or interest on any Loan or in the payment of any other amount becoming due hereunder (including, without limitation, the reimbursement pursuant to Section 2.03(f) of any LC Disbursements), whether at stated maturity, by acceleration or otherwise, the Borrower shall on demand from time to time pay interest, to the extent permitted by law, on such defaulted amount up to (but not including) the date of actual payment (after as well as before judgment) at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days or when the Alternate Base Rate is applicable and is based on the Prime Rate, a year with 365 days or 366 days in a leap year) equal to (x) in the case of overdue principal of any Loan, at the rate then applicable to such Loan plus 2.0% and (y) in the case of all other amounts, the rate applicable to ABR Loans plus 2.0%.

Section 2.09. Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Loan, the Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that reasonable means do not exist for ascertaining the applicable Adjusted LIBO Rate, the Agent shall, as soon as practicable thereafter, give written, facsimile or telegraphic notice of such determination to the Borrower and the Lenders, and any request by the Borrower for a Borrowing of Eurodollar Loans (including pursuant to a refinancing with Eurodollar Loans) pursuant to

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Section 2.04 shall be deemed a request for a Borrowing of ABR Loans. After such notice shall have been given and until the circumstances giving rise to such notice no longer exist, each request for a Borrowing of Eurodollar Loans shall be deemed to be a request for a Borrowing of ABR Loans.

Section 2.10. Repayment of Loans; Evidence of Debt.

(a) The Borrower hereby unconditionally promises to pay to the Agent for the account of each Lender the then unpaid principal amount of each Loan on the Termination Date.

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(c) The Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.

(e) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) in a form furnished by the Agent and reasonably acceptable to the Borrower. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 10.03) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Section 2.11. Optional Termination or Reduction of Commitment. Upon at least one Business Day’s prior notice to the Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Unused Total Revolving Credit Commitment. Each such reduction of the Revolving Credit Commitments shall be in the principal amount of

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$1,000,000 or any integral multiple thereof. Simultaneously with each reduction or termination of the Unused Total Revolving Credit Commitment, the Borrower shall pay to the Agent for the account of each Lender the Commitment Fee accrued and unpaid on the amount of the Unused Total Revolving Credit Commitment of such Lender so terminated or reduced through the date thereof. Any reduction of the Unused Total Revolving Credit Commitment pursuant to this Section shall be applied pro rata to reduce the Revolving Credit Commitment of each Lender.

Section 2.12. Mandatory Prepayment.

(a) If at any time the aggregate principal amount of the outstanding Loans plus the LC Exposure exceeds the lesser of (x) the Total Revolving Credit Commitment and (y) the Borrowing Base, the Borrower will within one Business Day (i) prepay the Loans (without any corresponding reduction in the Total Revolving Credit Commitment) in an amount necessary to cause the aggregate principal amount of the outstanding Loans plus the LC Exposure to be equal to or less than the Total Revolving Credit Commitment and/or the Borrowing Base, as the case may be, and (ii) if, after giving effect to the prepayment in full of the Loans, the LC Exposure in excess of the amount of Cash Collateralization held in the Letter of Credit Account exceeds the Total Revolving Credit Commitment and/or the Borrowing Base, as the case may be, deposit into the Letter of Credit Account an amount equal to 105% of the amount by which the aggregate LC Exposure in excess of the amount of Cash Collateralization held in the Letter of Credit Account so exceeds the Total Revolving Credit Commitment or Borrowing Base, as the case may be.

(b) Unless each of the conditions specified in Section 4.02 are then satisfied, no later than the fifth Business Day following the receipt of Net Cash Proceeds with respect to (i) any disposition of assets included in the Borrowing Base pursuant to Section 6.06(k) or 6.06(l) or (ii) any Casualty Event, the Borrower shall deposit such Net Cash Proceeds into the Collection Account, which amounts shall be used to prepay outstanding Loans (without any corresponding reduction in the Total Revolving Credit Commitment) as described in Section 2.12(c).

(c) On each Business Day, all amounts contained in the Collection Account shall be applied by the Agent to prepay outstanding Loans (without any corresponding reduction in the Total Revolving Credit Commitment); provided, that if an Event of Default has occurred and is continuing, the Agent may, in its Permitted Discretion, use all or any portion of such amounts to increase the amount of Cash Collateralization held in the Letter of Credit Account (until the amount of such Cash Collateralization equals 105% of the LC Exposure).

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Section 2.13. Optional Prepayment of Loans.

(a) The Borrower shall have the right at any time and from time to time to prepay the Loans, in whole or in part, (x) with respect to Eurodollar Loans, upon notice received by 1:00 p.m. New York City time three Business Days’ prior to the proposed date of prepayment and (y) with respect to ABR Loans on the same Business Day upon notice by 12:00 noon New York City time on the proposed date of prepayment; provided, however, that (i) each such partial prepayment shall be in multiples of $500,000, and (ii) any prepayment of Eurodollar Loans pursuant to this Section 2.13(a) other than on the last day of an Interest Period applicable thereto shall be subject to payment of the amounts described in Section 2.16.

(b) Each prepayment of Revolving Credit Loans pursuant to Section 2.13(a) shall be applied ratably to the Revolving Credit Loans of the several Lenders.

(c) Each notice of prepayment shall specify the prepayment date, the principal amount of the Loans to be prepaid and in the case of Eurodollar Loans, the Borrowing or Borrowings pursuant to which made, shall be irrevocable and shall commit the Borrower to prepay the Loans by the amount and on the date stated therein. The Agent shall, promptly after receiving notice from the Borrower hereunder, notify each Lender of the principal amount of the Loans held by such Lender which are to be prepaid, the prepayment date and the manner of application of the prepayment.

Section 2.14. Increase in Commitments. (a) At any time, the Borrower may, if it so elects, increase the amount of the Total Revolving Credit Commitment (each such increase to be in an aggregate amount of not less than $25,000,000), either by designating a financial institution or institutions (or other Person) not theretofore Lenders to become Lenders (such designation to be effective only if each such financial institution (or other Person) accepts a Commitment of not less than $5,000,000) or by agreeing with an existing Lender or Lenders that such Lender’s or Lenders’ Revolving Credit Commitments shall be increased. Upon execution and delivery by the Borrower and such Lender or Lenders or other financial institution or institutions (or other Person) of an instrument (a “Commitment Acceptance”) substantially in the form of Exhibit E hereto, with such written consents of the Issuing Lender, the Swing Line Lender and the Agent as would be required in the case of an assignment of a Revolving Credit Commitment to such Person, such existing Lender or Lenders shall have additional Revolving Credit Commitments as therein set forth or such other financial institution or institutions (or other Person) shall become Lenders with Revolving Credit Commitments as therein set forth and with all the rights and obligations of Lenders with such Revolving Credit Commitments hereunder; provided that:

(i) the Borrower shall have delivered to the Agent a copy of the Commitment Acceptance (a copy of which the Agent shall promptly deliver to each Lender);

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(ii) before and after giving effect to such increase, the representations and warranties of the Loan Parties contained in Article 3 of this Agreement shall be true in all material respects;

(iii) at the time of such increase, no Default shall have occurred and be continuing or would result from such increase;

(iv) after giving effect to such increase (assuming for such purpose that Revolving Credit Loans in the full amount of the Total Revolving Credit Commitment were outstanding), the Incurrence Test would be met;

(v) after giving effect to such increase, the Total Revolving Credit Commitment shall not exceed, by more than $75,000,000, the Total Revolving Credit Commitment in effect on the Closing Date minus any decreases in the Total Revolving Credit Commitment made pursuant to Section 2.11 or Section 2.12; and

(vi) the Agent shall have received such evidence (including an opinion of counsel for the Loan Parties) as it may reasonably request to confirm the due authorization of the transactions contemplated by this Section and the validity and enforceability of the obligations of the Loan Parties resulting therefrom.

(b) On the date of any such increase, the Borrower shall be deemed to have represented to the Agent and the Lenders that the conditions set forth in clauses (i) through (vi) above have been satisfied.

(c) Upon any increase in the amount of the Total Revolving Credit Commitment pursuant to Section 2.14(a):

(i) the Borrower shall (A) at the end of the current Interest Period, in the case of any Eurodollar Loans then outstanding and (B) within five Business Days, in the case of any ABR Loans outstanding, prepay or repay each such Loans then outstanding in its entirety and, to the extent the Borrower elects to do so and subject to the conditions specified in Section 4.02, the Borrower shall reborrow such Loans from the Lenders in proportion to their respective Revolving Credit Commitments after giving effect to such increase, until such time as all such outstanding Loans are held by the Lenders in such proportion; provided that if at any time after such increase but prior to such prepayment or repayment (1) an Event of Default under Section 7.01(e) or (f) shall have occurred and be continuing or (2) any other Event of Default shall have occurred and shall have continued unremedied for a period of at least five Business Days, the Lenders whose Revolving Credit Commitments have not been assumed or increased pursuant to Section 2.14(a) (each, a “Non-Increasing Lender”) shall sell to each Lender whose Revolving Credit Commitment of has

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been assumed or increased pursuant to Section 2.14(a) (each, an “Increased Commitment Lender”), and each Increased Commitment Lender shall purchase from each Non-Increasing Lender, such participations in the Loans then outstanding in an amount such that, after giving effect to all such purchases and sales, all outstanding Loans are held by Lenders in proportion to their respective Revolving Credit Commitments, after giving effect to such assumptions and increases;

(ii) each existing Non-Increasing Lender shall be deemed, without further action by any party hereto, to have sold to each Increased Commitment Lender and each Increased Commitment Lender shall be deemed, without further action by any party hereto, to have purchased from each Non-Increasing Lender, a participation (on the terms specified in Section 2.03(e)) in each Letter of Credit in an amount such that, after giving effect to all such purchases and sales, the LC Exposure is held by Lenders in proportion to their respective Revolving Credit Commitments after giving effect to such assumptions and increases; and

(iii) each existing Non-Increasing Lender shall be deemed, without further action by any party hereto, to have sold to each Increased Commitment Lender and each Increased Commitment Lender shall be deemed, without further action by any party hereto, to have purchased from each Non-Increasing Lender, a participation (on the terms specified in Section 2.02) in each Swing Line Loan in an amount such that, after giving effect to all such purchases and sales, all outstanding Swing Line Exposures are held by Lenders in proportion to their respective Revolving Credit Commitments after giving effect to such assumptions and increases.

Section 2.15. Increased Costs. (a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing Lender; or

(ii) impose on any Lender or the Issuing Lender or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or the Issuing Lender of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or the Issuing Lender hereunder (whether of principal, interest or otherwise), then the Borrower will pay

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to such Lender or the Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Lender, as the case may be, for such additional costs incurred or reduction suffered.

(b) If any Lender or the Issuing Lender reasonably determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Lender’s capital or on the capital of such Lender’s or the Issuing Lender’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Lender, to a level below that which such Lender or the Issuing Lender or such Lender’s or the Issuing Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Lender’s policies and the policies of such Lender’s or the Issuing Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or the Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Lender or such Lender’s or the Issuing Lender’s holding company for any such reduction suffered.

(c) A certificate of a Lender or the Issuing Lender setting forth the amount or amounts necessary to compensate such Lender or the Issuing Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Failure or delay on the part of any Lender or the Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Lender’s right to demand such compensation; provided, that the Borrower shall not be required to compensate a Lender or the Issuing Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Issuing Lender, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Section 2.16. Break Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto (including as a result of an Event of Default), (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in

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any notice delivered pursuant hereto, or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Section 2.17. Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided, that if any applicable Requirement of Law (as determined in the good faith discretion of an applicable Withholding Agent (as defined below)) requires the deduction or withholding of any Indemnified Taxes or Other Taxes from any such payment (including, for the avoidance of doubt, any such payment made by the Borrower, the Agent or the Issuing Lender, or made or received by any Lender or a beneficial owner of any Lender or partner, member, beneficiary or settlor of any Lender), then (i) the sum payable by the Borrower shall be increased as necessary so that after making all such deductions (including deductions applicable to additional sums payable under this Section) the applicable Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower, the Agent, the Issuing Lender, or the applicable Lender (any such person a “Withholding Agent”) shall make such deduction or withholding and (iii) the Withholding Agent shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable Requirement of Law.

(b) In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) The Borrower shall indemnify the Agent, each Lender and the Issuing Lender, within 30 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Agent, such Lender or the Issuing Lender, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder (including Indemnified Taxes or Other Taxes imposed on amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the Issuing Lender, or by the Agent on its own behalf or on behalf of a Lender or the Issuing Lender, shall be conclusive absent manifest error.

(d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall

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deliver to the Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Agent.

(e) Any Withholding Tax Payer shall deliver to the Borrower (with a copy to the Agent, on or prior to the date on which such Withholding Tax Payer becomes a lender under this Agreement (and from time to time thereafter upon the request of the Borrower), whichever of the following is applicable:

(i) duly completed copies of Internal Revenue Form W-8BEN,

(ii) duly completed copies of Internal Revenue Form W-8ECI,

(iii) duly completed copies of Internal Revenue Form W-9,

(iv) duly completed forms certifying that such Withholding Tax Payer is eligible for a reduced rate of United States federal withholding tax under any tax treaty, or

(v) any other form prescribed by applicable Requirement of Law as a basis for claiming exemption from the United States federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable Requirement of Law.

In addition, each Withholding Tax Payer agrees that it will deliver upon the Borrower’s or the Agent’s request updated versions of the foregoing, as applicable, whenever the previous certification has become obsolete or inaccurate in any material respect, together with such other forms as may be required by applicable Requirement of Law in order to confirm or establish the entitlement of such Withholding Tax Payer to a continuing exemption from United States federal income tax.

Each Withholding Agent shall be entitled to rely on the forms (if any) provided by a Withholding Tax Payer pursuant to this Section in making a determination of whether any tax is an “Excluded Tax” and whether to withhold for United States federal income tax purposes.

(f) If the Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.17, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 2.17 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses of the Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, that the Borrower, upon the request of the

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Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Agent or such Lender in the event the Agent or such Lender is required to repay such refund to such Governmental Authority. This Section shall not be construed to require the Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person.

Section 2.18. Payments Generally; Pro Rata Treatment.

(a) The Borrower shall make each payment or prepayment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Sections 2.15, 2.16 or 2.17, or otherwise) prior to 12:00 noon, New York City time, on the date when due, in immediately available funds, without set off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Agent at its offices at 270 Park Avenue, New York, New York, except payments to be made directly to the Issuing Lender or Swing Line Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 10.05 shall be made directly to the Persons entitled thereto. The Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars.

(b) If at any time insufficient funds are received by and available to the Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest, fees and expenses then due hereunder, such funds shall be applied (i) first, towards payment of fees and expenses then due under Sections 2.20 and 10.05, ratably among the parties entitled thereto in accordance with the amounts of fees and expenses then due to such parties, (ii) second, towards payment of interest, Commitment Fee and Letter of Credit Fees then due on account of the Loans and Letters of Credit, ratably among the parties entitled thereto in accordance with the amounts of interest, Commitment Fee and Letter of Credit Fees then due to such parties and (iii) third, towards payment of principal of the Loans and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.

(c) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Agent for the account of the Lenders or the Issuing Lender hereunder that the Borrower will not make such payment, the Agent may assume that the Borrower has made such payment on

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such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the Issuing Lender or the Swing Line Lender, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders, the Issuing Lender or the Swing Line Lender, as the case may be, severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender, Issuing Lender or Swing Line Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation.

(d) If any Lender shall fail to make any payment required to be made by it pursuant to Sections 2.02, 2.03(f), 2.05(b) or 10.05(c), then the Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

Section 2.19. Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender defaults in its obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.03), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided, that (i) the Borrower shall have received the prior written consent of the Agent (and if a Revolving Credit Commitment is being assigned, the Issuing Lender and the Swing Line Lender), which consent shall not unreasonably be withheld or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all

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other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Section 2.20. Certain Fees. The Borrower shall pay to the Agent, for the respective accounts of the Agent, the Arrangers and the Lenders, the fees set forth in that certain Fee Letter dated as of April 30, 2007 among the Agent, JPMorgan and the Borrower, at the times set forth therein.

Section 2.21. Commitment Fee. The Borrower shall pay to the Lenders a commitment fee (the “Commitment Fee”) for the period commencing on the Closing Date to the Termination Date or the earlier date of termination of the Total Revolving Credit Commitment, computed (on the basis of the actual number of days elapsed over a year of 360 days) at a rate equal to the Commitment Fee Rate on the average daily Unused Total Revolving Credit Commitment (calculated solely for purposes of determining the amount of the Commitment Fee due to each Lender (other than the Swing Line Lender in its capacity as a Lender) without regard to the amount of outstanding Swing Line Loans). Such Commitment Fee, to the extent then accrued, shall be payable (x) quarterly, in arrears, on March 31, June 30, September 30 and December 31 of each year, (y) on the Termination Date and (z) as provided in Section 2.11 hereof, upon any reduction or termination in whole or in part of the Total Revolving Credit Commitment.

Section 2.22. Letter of Credit Fees. The Borrower shall pay with respect to each Letter of Credit (i) to the Agent on behalf of the Lenders a fee calculated (on the basis of the actual number of days elapsed over a year of 360 days) at the rate of the Applicable Eurodollar Margin on the daily average LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) and (ii) to the Issuing Lender such Issuing Lender’s customary fees for issuance, amendments and processing referred to in Section 2.03. In addition, the Borrower agrees to pay each Issuing Lender for its account a fronting fee of one quarter of one percent ( ¹/4%) per annum in respect of each Letter of Credit issued by such Issuing Lender, for the period from and including the date of issuance of such Letter of Credit to and including the date of termination of such Letter of Credit. Accrued fees described in this paragraph in respect of each Letter of Credit shall be due and payable monthly in arrears on the last calendar day of each month and on the Termination Date.

Section 2.23. Nature of Fees. All Fees shall be paid on the dates due, in immediately available funds, to the Agent for the respective accounts of the Agent and the Lenders, as provided herein and in the fee letter described in Section 2.20. Once paid, none of the Fees shall be refundable under any circumstances.

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Section 2.24. [Reserved].

Section 2.25. Right of Set-off. Subject to the provisions of Section 7.01, upon the occurrence and during the continuance of any Event of Default, the Agent and each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final but excluding deposits designated as payroll accounts and any trust accounts) at any time held and other indebtedness at any time owing by the Agent and each such Lender to or for the credit or the account of any Loan Party against any and all of the obligations of such Loan Party now or hereafter existing under the Loan Documents, irrespective of whether or not such Lender shall have made any demand under any Loan Document and although such obligations may not have been accelerated. Each Lender and the Agent agrees promptly to notify the applicable Loan Party after any such set-off and application made by such Lender or by the Agent, as the case may be, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and the Agent under this Section are in addition to other rights and remedies which such Lender and the Agent may have upon the occurrence and during the continuance of any Event of Default.

Section 2.26. Security Interest in Letter of Credit Account. The Loan Parties hereby assign and pledge to the Agent, for its benefit and for the ratable benefit of the Lenders, and hereby grant to the Agent, for its benefit and for the ratable benefit of the Lenders, a first priority security interest, senior to all other Liens, if any, in all of the Loan Parties’ right, title and interest in and to the Letter of Credit Account and any direct investment of the funds contained therein. Cash held in the Letter of Credit Account shall not be available for use by the Borrower, and shall be released to the Borrower only as described in clause (ii)(y) of Section 2.03(k).

Section 2.27. Payment of Obligations. Subject to the provisions of Section 7.01, upon the maturity (whether by acceleration or otherwise) of any of the Obligations of the Loan Parties under this Agreement or any of the other Loan Documents, the Lenders shall be entitled to immediate payment of such Obligations.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

In order to induce the Lenders to make Loans and issue and/or participate in Letters of Credit hereunder, the Loan Parties jointly and severally represent and warrant as follows:

Section 3.01. Organization; Powers. Each Group Member is duly organized, validly existing and, if applicable, in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

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Section 3.02. Authorization; Enforceability. The Transactions are within the powers of each Group Member and have been duly authorized by all necessary actions. The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to Legal Reservations.

Section 3.03. Disclosure.

(a) Each Group Member has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which it is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Neither the Information Memorandum nor any of the other reports, financial statements, certificates or other information furnished by or on behalf of Holdco or any of its Subsidiaries to the Agent or any Lender in connection with the negotiation of this Agreement or any other Loan Document (as modified or supplemented by other information so furnished) contained when furnished any material misstatement of fact or omitted when furnished to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Loan Parties represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time delivered and, if such projected financial information was delivered prior to the Closing Date, as of the Closing Date (it being understood that projections are inherently uncertain and that actual results may differ from the projections and such difference may be material).

Section 3.04. Financial Condition; No Material Adverse Change.

(a) The Holdco Group has furnished the Lenders with copies of the (a) audited consolidated and consolidating financial statements of the Business for the fiscal years ended December 31, 2005 and December 31, 2006 and (b) the unaudited consolidated and consolidating financial statements of the Business for the fiscal quarter ended March 31, 2007. Such financial statements present fairly, in accordance with GAAP, the financial condition and results of operations of the Business, on a consolidated basis as of such dates and for each such period; such financial statements disclose all liabilities, direct or contingent, of the Business, as of the date thereof required to be disclosed by GAAP; such financial statements were prepared in a manner consistent with GAAP; and such quarterly financial

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statements are subject to normal year-end adjustments and the absence of footnotes; provided that the financial statements for the fiscal quarter ending March 31, 2007 shall be permitted to be non-compliant with GAAP solely with respect to matters relating to the adoption of Financial Accounting Standard Board interpretation no. 48 (FIN 48).

(b) No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since December 31, 2006 (it being understood that the insolvency, bankruptcy or other inability to pay obligations when due of any member of the Tower Group prior to the Acquisition shall not constitute, or be evidence of, a Material Adverse Effect).

Section 3.05. Capitalization and Subsidiaries. Schedule 3.05 sets forth, as of the Closing Date, (a) a correct and complete list of the name and relationship to Holdco of each Group Member, (b) a true and complete listing of each class of authorized Equity Interests of each Group Member, of which all of such Equity Interests are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.05, and (c) the type of entity of each Group Member. All of such issued and outstanding Equity Interests have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and is fully paid and non assessable. Each of Holdco’s Domestic Subsidiaries is a Loan Party.

Section 3.06. Government Approvals; No Conflicts. The Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made or as disclosed on Schedule 3.06(a) and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any material Requirement of Law (including, without limitation, Regulations T, U or X of the Board) applicable to any Group Member, (c) except as set forth on Schedule Section 3.06(c), to the knowledge of each Group Member, will not violate or result in a material default under any indenture, agreement or other instrument binding upon any Group Member or its assets, or give rise to a right thereunder to require any payment to be made by any Group Member, and (d) will not result in the creation or imposition of any Lien on any asset of any Group Member, except Liens created pursuant to the Loan Documents.

Section 3.07. Compliance with Law; No Default.

(a) Except for matters which could not reasonably be expected to have a Material Adverse Effect, each Group Member is in compliance with all material Requirements of Law applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property. No Default has occurred and is continuing.

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Section 3.08. Litigation and Environmental Matters.

(a) Other than as set forth on Schedule 3.08, there are no actions, suits or proceedings pending or, to the knowledge of each Group Member, threatened against or affecting the Holdco Group or any of its properties, before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which is reasonably likely to be determined adversely and, if so determined adversely would have a Material Adverse Effect.

(b) Except for matters which could not reasonably be expected to have a Material Adverse Effect (i) the operations of the Loan Parties comply in all material respects with all applicable Environmental Laws; (ii) to the knowledge of each Loan Party, none of the operations of the Loan Parties is the subject of any Federal or state investigation evaluating, or any third party claim regarding, the need for remedial action involving an expenditure by the Loan Parties to respond to a release of any Hazardous Materials into the environment; and (iii) to the knowledge of each Loan Party, the Loan Parties do not have any material Environmental Liability.

Section 3.09. Insurance. All policies of insurance of any kind or nature owned by or issued to the Holdco Group, including, without limitation, policies of life, fire, theft, product liability, public liability, property damage, other casualty, employee fidelity, workers’ compensation, employee health and welfare, title, property and liability insurance, are or will be in full force and effect as of the Closing Date and at all times thereafter and are of a nature and provide such coverage as is sufficient for and customarily carried by companies of the size and character of the Business.

Section 3.10. Taxes. Each Group Member has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which such Group Member has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not could not reasonably be expected to have a Material Adverse Effect. No tax liens have been filed and no claims are being asserted with respect to any such taxes.

Section 3.11. Use of Proceeds. The proceeds of the Revolving Credit Loans shall be used for working capital and for other general corporate purposes of the Loan Parties (including, to the extent permitted under Section 6.05, for loans and advances to Subsidiaries not party hereto).

Section 3.12. Labor Relations.

(a) Except as disclosed on Schedule 3.12(a), no Group Member is presently a party to any collective bargaining agreement or other similar contract.

(b) Except as disclosed on Schedule 3.12(b) and for matters which, in the aggregate, if determined adversely to the Holdco Group, would not have a Material Adverse Effect, there is not presently pending and, to the best knowledge of each Group Member, there is not threatened any of the following:

(i) any strike, slowdown, picketing, work stoppage or other labor dispute;

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(ii) any proceeding against or affecting the Holdco Group relating to the alleged violation of any applicable law pertaining to labor relations or before the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable governmental body, organizational activity, or other labor or employment dispute against or affecting the Holdco Group;

(iii) any lockout of any employees by any Group Member;

(iv) any application for the certification of collective bargaining representation; or

(v) any failure by any Group Member to comply with all applicable law relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing.

Section 3.13. ERISA. No ERISA Event has occurred or is reasonably expected to occur that could reasonably be expected to result in a Material Adverse Effect.

Section 3.14. Investment Company Status. No Loan Party and no Subsidiary of a Loan Party is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended.

Section 3.15. Properties.

(a) As of the date of this Agreement, Schedule 3.15(a) sets forth the address of each parcel of real property that is owned or leased by each Loan Party and, in the case of each leased real property, lists the applicable leases, subleases, and any amendments, supplements or modifications thereof, and all recorded copies, memoranda, short forms and all nondisturbance agreements relating thereto. Each of such leases and subleases is valid and enforceable in accordance with its terms and is in full force and effect, and no default by any party to any such lease or sublease exists, except, in each case, as could not reasonably be expected to have a Material Adverse Effect. Each Group Member has good and indefeasible title to, or valid leasehold interests in, all its real and personal property, free of all Liens other than those permitted by Section 6.01, except where the failure to have such good and indefeasible title or such valid leasehold interests could not reasonably be expected to have a Material Adverse Effect.

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(b) Each Group Member owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property necessary to its business as currently conducted. To the best of each Group Member’s knowledge, the use thereof by the Holdco Group does not infringe in any material respect upon the rights of any other Person.

Section 3.16. Solvency. Immediately after the consummation of the Transactions to occur on the Closing Date each Loan Party will be Solvent.

Section 3.17. Security Interest in Collateral. The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all the Collateral in favor of the Agent, for the benefit of the Agent and the Secured Parties, and such Liens constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the applicable Loan Party and all third parties, and having priority over all other Liens on the Collateral except in the case of (a) Liens of the type described in clauses (i), (ii), (iii) or (iv) of the definition of Permitted Liens, to the extent any such Permitted Liens would have priority over the Liens in favor of the Agent and the Secured Parties pursuant to any applicable law, (b) to the extent applicable, Liens created under the Term Loan Documents, and (c) Liens perfected only by possession (including possession of any certificate of title) to the extent the Agent has not obtained or does not maintain possession of such Collateral.

ARTICLE 4

CONDITIONS OF LENDING

Section 4.01. Conditions Precedent to Initial Loans and Initial Letters of Credit. The obligations of the Lenders to make Loans and of the Issuing Lender to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.09.

(a) Credit Agreement and Loan Documents. The Agent (or its counsel) shall have received (i) from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Agent (which may include facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and (ii) duly executed copies of the other Loan Documents and such other certificates, documents, instruments and agreements as the Agent shall reasonably request in connection with the transactions contemplated by this Agreement and the other Loan Documents, together with (i) any pledged Collateral (together with undated stock powers or note powers, as applicable, executed in blank) required to be delivered thereunder, (ii) all documents, certificates, forms and filing fees that the Agent may deem reasonably necessary to perfect and protect the Liens and security interests created under the Security Agreement, including, without limitation, financing statements in form and substance reasonably acceptable to

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the Agent, as may be required to grant, continue and maintain an enforceable security interest in the Collateral (subject to the terms hereof and of the other Loan Documents) in accordance with the Uniform Commercial Code as enacted in all relevant jurisdictions and (iii) the perfection certificate attached as an exhibit to the Security Agreement.

(b) Supporting Documents. The Agent shall have received for each of the Loan Parties:

(i) a copy of such entity’s certificate of incorporation or formation, as amended, certified as of a date within 90 days of the Closing Date by the Secretary of State of the state of its incorporation or formation;

(ii) a certificate of such Secretary of State, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and

(iii) a certificate of the Secretary or an Assistant Secretary of that entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying (A) that attached thereto is a true and complete copy of the by-laws or limited liability company operating agreement of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors or managers of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated hereby, (C) that the certificate of incorporation or formation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)).

(c) Structure and Terms of the Transactions. (i) The Acquisition shall have been consummated, or shall be consummated substantially simultaneously with the initial Borrowing, in accordance with the Purchase Agreement, without giving effect to any amendments or waivers by thereto or to any material documentation related thereto that (taken as a whole) are adverse to the interests of the Lenders in any material respect without the consent of the Arrangers.

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(ii) The Borrower and the European Borrower shall have received, or substantially simultaneously with the initial Borrowing hereunder shall receive, not less than $625,000,000 (or such lesser amount as the Borrower determines is necessary to consummate the Acquisition) in gross cash proceeds from borrowings of the Term Loans. The terms and conditions contained in the Term Loan Documents shall be substantially consistent with those set forth in the Commitment Letter or otherwise satisfactory in all respects to the Arrangers.

(iii) After giving effect to the Transactions, the Holdco Group shall have outstanding no Indebtedness or preferred Equity Interests other than (1) Indebtedness under the Loan Documents and the Term Loan Documents, (2) other Indebtedness permitted under the Loan Documents and (3) preferred Equity Interests which are part of the Equity Contribution; provided that the aggregate total Indebtedness permitted by the foregoing clauses (1) and (2) less the total Unrestricted Cash of the Holdco Group shall not exceed $850,000,000.

(iv) The Equity Contribution shall have been made, or substantially simultaneously with the initial Borrowing hereunder shall be made, in at least the amount set forth in the recitals to this Agreement, which to the extent constituting other than common stock shall be on terms and conditions (taken as a whole) and pursuant to documentation reasonably satisfactory to the Arrangers to the extent material to the interests of the Lenders.

(v) After giving effect to the Transactions, (i) Holdings shall have acquired, directly or through a wholly-owned Subsidiary, the Holdings Assets, (ii) Holdco shall have acquired, through one or more direct or indirect wholly-owned Domestic Subsidiaries, all Domestic Acquired Assets, and (iii) Foreign Holdco shall be a wholly-owned Subsidiary of Holdco, which shall own directly or through its wholly-owned Subsidiaries all Equity Interests in the Foreign Entities included in the Acquired Assets.

(vi) After giving effect to the Transactions, the Existing DIP Facility shall have been repaid in full (or, in the case of any letter of credit issued pursuant thereto, returned, cash-collateralized or guaranteed by a back-to-back letter of credit), and all action necessary to release all collateral pledged thereunder shall have been taken, in form and substance reasonably satisfactory to the Agent.

(vii) After giving effect to the Transactions, there shall be no Liens on any assets of the Holdco Group other than Liens permitted under Section 6.01.

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(d) Mortgages, etc. The Agent shall have received, with respect to each parcel of real property set forth in Schedule 4.01(d) (each, an “Initial Mortgaged Property”), each of the following, in form and substance reasonably satisfactory to the Agent:

(i) a Mortgage on such property;

(ii) evidence that a counterpart of the Mortgage has been delivered to the applicable title insurance company for recording in the place necessary, in the Agent’s judgment, to create a valid and enforceable first priority Lien in favor of the Agent for the benefit of itself and the Lenders; provided that the title insurance company has issued its title insurance policy to the Agent in a New York style closing;

(iii) ALTA loan title policy issued by a title insurance company and reinsured in an amount and by title insurance companies all reasonably satisfactory to the Agent;

(iv) an ALTA survey prepared and certified to the Agent by a surveyor reasonably acceptable to the Agent;

(v) an opinion of counsel in the state in which such Initial Mortgaged Property is located from counsel reasonably satisfactory to the Agent; and

(vi) such other information, documentation, and certifications as may be reasonably required by the Agent.

Notwithstanding the foregoing, with respect to the documents and actions listed on Schedule 4.01(d) under the heading “Post-Closing Actions” that are not available to be delivered or able to be taken on or prior to the Closing Date, the delivery of such documents and the taking of such actions shall not be a condition precedent to the effectiveness of the obligations of the Lenders to make Loans and of the Issuing Lender to issue Letters of Credit hereunder.

(e) Opinion of Counsel. The Agent and the Lenders shall have received the favorable written opinion of Lowenstein Sandler PC, counsel to the Loan Parties, dated the date of the initial Loans, substantially in the form of Exhibit B.

(f) Financial Statements. The Arrangers shall have received unaudited combined and (to the extent available to the Loan Parties or the Sponsor) combining balance sheets and related statements of income and cash flows of the Business prepared in accordance with GAAP ((x) subject to normal year end adjustments and the absence of footnotes and (y) except for the financial statements (A) for the fiscal quarters ending March 31, 2007, June 30, 2007 and September 30, 2007 and (B) for each fiscal month of 2007, which, solely with respect to matters relating to the adoption of Financial Accounting Standard Board interpretation no. 48 (FIN 48), shall be permitted to be non-compliant with

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GAAP) for (i) each fiscal quarter ended after December 31, 2006 and at least 45 days before the Closing Date and (ii) each fiscal month ended after the most recent fiscal quarter for which financial statements were received by the Arrangers as described above and ended at least 45 days before the Closing Date, which financial statements shall not be materially inconsistent with the financial statements previously provided to the Arrangers by or on behalf of the Loan Parties.

(g) Solvency. The Arrangers shall have received a certificate from a Financial Officer of Holdco in form, scope and substance reasonably satisfactory to Agent, with appropriate attachments and demonstrating that after giving effect to the Transactions and other transactions contemplated to occur in connection therewith, the Holdco Group, on a consolidated basis, is Solvent.

(h) Governmental Approvals; Consents. All material governmental and third party consents and approvals with respect to the Equity Contribution or the Facilities to the extent required shall have been obtained, all applicable appeal periods shall have expired and there shall be no litigation, governmental, administrative or judicial action, actual or threatened, that could reasonably be expected to restrain, prevent or impose materially burdensome conditions on the Equity Contribution or the Facilities.

(i) Borrowing Base Certificate. The Agent and the Arrangers shall have received a Borrowing Base Certificate dated the Friday of the most recently completed week prior to the Closing Date (or such earlier date as the Agent shall deem adequate in its Permitted Discretion).

(j) Closing Availability. After giving effect to all Borrowings to be made on the Closing Date and the issuance of any Letters of Credit on the Closing Date and the payment of all fees and expenses due hereunder, the Net Domestic Availability, calculated on the basis of the Borrowing Base Certificate delivered pursuant to the preceding Section 4.01(i), shall not be less than $100,000,000.

(k) Insurance. The Agent and the Arrangers shall have received a report from Marsh, Inc. or another independent insurance consulting firm satisfactory to the Agent and the Arrangers in their Permitted Discretion as to the adequacy of the insurance policies and coverages maintained by the Holdco Group, and a customary insurance broker’s letter confirming that such coverages are in place. Such report and broker’s letter shall be in form and substance reasonably satisfactory to the Agent and the Arrangers and shall provide evidence that Holdco and its Subsidiaries maintain insurance coverage in compliance with the terms of Section 5.05.

(l) [Intentionally Omitted]

(m) Environmental Matters. The Agent and the Arrangers shall have received Phase I environmental review reports with respect to each of the Initial

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Mortgaged Properties from Environ International Corporation or another firm satisfactory to the Agent and the Arrangers in their Permitted Discretion, which review reports shall be reasonably satisfactory in form and substance to the Agent and the Arrangers. Upon request, the Loan Parties will inform the Agent or any Lender in writing about the Loan Parties’ plans with respect to any hazards or liabilities identified in any such environmental review reports. The Agent and Arrangers shall be reasonably satisfied that the Loan Parties are in compliance in all material respects with all applicable Environmental Laws applicable to the Eligible Real Properties and have made adequate provision for the costs of maintaining such compliance.

(n) Borrowing Base Audit. The Agent and the Arrangers shall have received, and shall be reasonably satisfied with the scope and results of, an audit of the Accounts and Inventory included in the Borrowing Base. Such audit shall be conducted by auditors reasonably satisfactory to the Agent and the Arrangers and shall include (i) a field examination of the accounts receivable and books and records related thereto and (ii) an assessment of accounting systems, accounting and other policies, accounts payable and other related procedures employed by the Business that relate to the computation of the Borrowing Base.

(o) Appraisals. The Agent and the Arrangers shall have received, and shall be reasonably satisfied with the scope and results of, appraisals of (i) the Net Orderly Liquidation Value of the Inventory, (ii) the Net Orderly Liquidation Value of the machinery and equipment and (iii) the fair market value of the real estate, in each case to the extent such assets are included in the Borrowing Base. Such appraisals shall be conducted by appraisers reasonably satisfactory to the Agent and the Arrangers.

(p) Company Material Adverse Effect. Since January 1, 2007, no event or events shall have occurred which have or would reasonably be expected to have a Company Material Adverse Effect.

(q) Patriot Act. At least five Business Days prior to the Closing Date, the Arrangers shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti money laundering rules and regulations, including without limitation, the Patriot Act.

(r) Payment of Fees and Expenses. The Borrower shall have paid to the Agent and the Arrangers all fees due on the Closing Date under and pursuant to this Agreement and the letter referred to in Section 2.20 and fees and expenses of counsel to the Agent as to which invoices have been issued.

(s) Lien Searches. The Arrangers shall have received and shall be reasonably satisfied with lien searches conducted in the jurisdictions outside the United States of America where assets constituting direct or indirect collateral for the Facilities may be located or deemed to be located and in which such searches

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may be conducted under applicable law; provided, that in the event that such lien searches cannot, after the exercise of reasonable efforts, be completed prior to the Closing Date, the receipt of such lien searches shall not be a condition precedent to the Closing Date, and the Loan Parties shall cause such lien searches to be provided not later than 45 days following the Closing Date (or such later date as the Agent may approve).

(t) Orders; Plan of Reorganization. (i) The Sale Order and the Confirmation Order shall have been entered in accordance with the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, any applicable orders of the Bankruptcy Court and any applicable local rules and each shall be a Final Order; (ii) all conditions to the effectiveness of the Plan of Reorganization shall have been satisfied or waived (the waiver thereof, if materially adverse to the Lenders, having been approved by the Arrangers) and the Consummation of the Plan of Reorganization shall occur on the Closing Date contemporaneously with the making of the initial Loans hereunder and (iii) the Plan of Reorganization shall not have been amended in any manner materially adverse to the Lenders without the consent of the Arrangers.

(u) Closing Date Usage. The Total Revolving Credit Commitment Usage on the Closing Date, after giving effect to any Borrowing or issuance of a Letter of Credit on the Closing Date, shall not exceed $5,400,000.

Section 4.02. Conditions Precedent to each Loan and each Letter of Credit. The obligation of the Lenders to make each Loan and of the Issuing Lender to issue each Letter of Credit, including the initial Loan and the initial Letter of Credit, is subject to the satisfaction (or waiver in accordance with Section 10.09) of the following conditions precedent:

(a) Notice. The Agent shall have received a notice with respect to such borrowing or issuance, as the case may be, as required by Section 2.03(c) or Section 2.04.

(b) Availability. After giving effect to any Borrowing or the issuance of any Letter of Credit, Availability is not less than zero.

(c) Representations and Warranties. All representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of each Borrowing or the issuance of each Letter of Credit hereunder with the same effect as if made on and as of such date (unless such representation or warranty is made only as of a specific date, in which event such representation or warranty shall be true and correct in all material respects as of such specific date), except on the Closing Date, the representation and warranty set forth in Section 3.04(b).

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(d) No Default. On the date of each Borrowing hereunder or the issuance of each Letter of Credit, no Default or Event of Default shall have occurred and be continuing.

The request by the Borrower for, and the acceptance by the Borrower of, each extension of credit hereunder shall be deemed to be a representation and warranty by the Borrower that the conditions specified in this Section have been satisfied or waived at that time.

ARTICLE 5

AFFIRMATIVE COVENANTS

Until the Revolving Credit Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit shall have expired or terminated and all LC Disbursements shall have been reimbursed, the Loan Parties jointly and severally covenant and agree with the Lenders that:

Section 5.01. Financial Statements and Other Information. The Borrower will furnish to the Agent and each Lender:

(a) within (i) 150 days after the end of the fiscal year ending December 31, 2007 and (ii) 120 days after the end of each fiscal year of Holdco thereafter, the audited consolidated and unaudited consolidating balance sheets of the Holdco Group and related consolidated and consolidating statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case (commencing with fiscal year 2008) in comparative form the figures for the previous fiscal year, such consolidated statements reported on by independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Holdco Group on a consolidated basis in accordance with GAAP consistently applied.

(b) within 75 days after the end of the fiscal quarter of Holdco ending December 31, 2007 and within 45 days after the end of each of the first three fiscal quarters of each fiscal year of Holdco, the consolidated and consolidating balance sheets of the Holdco Group and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form (commencing with fiscal year 2008) the figures for (or, in the case of the balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of Holdco as presenting fairly in all material respects the financial condition and results of operations of the Holdco Group on a consolidated basis in accordance with GAAP

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consistently applied (except for the financial statements for the fiscal quarters ending March 31, 2007, June 30, 2007, September 30, 2007 and December 31, 2007, which, solely with respect to matters relating to the adoption of Financial Accounting Standard Board interpretation no. 48 (FIN 48), shall be permitted to be non-compliant with GAAP) subject to normal year-end audit adjustments and the absence of footnotes;

(c) concurrently with any delivery of financial statements under (a) or (b) above, (X) a comparison of the actual performance for the period to which such financial statements relate to the actual performance for the corresponding period of the prior fiscal year and the projected performance for that period, (Y) commentary on the financial performance of the Holdco Group for the period to which such financial statements relate and any material developments affecting the Holdco Group and (Z) a certificate of a Financial Officer of Holdco in substantially the form of Exhibit H (i) certifying that no Default or Event of Default has occurred, or, if such a Default or Event of Default or event has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in detail reasonably satisfactory to the Agent demonstrating compliance with the provisions of Section 6.11 and, if applicable, Section 6.12;

(d) as soon as available, but in any event not more than 30 days following the end of each fiscal year of Holdco, a copy of the plan and forecast (including a projected consolidated and consolidating balance sheet, income statement and funds flow statement) of the Holdco Group for each quarter of the upcoming fiscal year in form reasonably satisfactory to the Agent;

(e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by it with the Securities and Exchange Commission, or any governmental authority succeeding to any of or all the functions of said commission, or with any national securities exchange;

(f) promptly after the receipt thereof by Holdings or any Group Member (but subject to any limitations on disclosure thereof imposed upon such Person by its certified public accountants), a copy of any “management letter” (whether in final or draft form) received by any such Person from its certified public accountants and the management’s response thereto;

(g) promptly after the request by any Lender, all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; and

(h) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdco Group, or compliance with the terms of any material loan or financing agreements as the Agent, at the request of any Lender, may reasonably request.

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Section 5.02. Notices Of Material Events. The Borrower will furnish to the Agent and each Lender prompt notice of the following:

(a) the occurrence of any Default;

(b) receipt of any notice of any investigation by any Governmental Authority or any litigation or proceeding commenced or threatened against any Group Member that (i) seeks damages in excess of $15,000,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Group Member, (v) with respect to any Eligible Real Property or Additional Eligible Real Property, alleges a material violation of, or seeks remediation or other compliance measures of a material nature pursuant to, any Environmental Laws, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000, or (vii) involves any product recall that results in, or could reasonably be expected to result in, a Material Adverse Effect;

(c) as soon as available and in any event (A) within 30 days after a Loan Party or any of its ERISA Affiliates knows or has reason to know that any Termination Event described in clause (i) of the definition of Termination Event with respect to any Single Employer Plan of such Loan Party or such ERISA Affiliate has occurred and (B) within 10 days after a Loan Party or any of its ERISA Affiliates knows or has reason to know that any other Termination Event with respect to any such Plan has occurred, a statement of a Financial Officer of the Borrower describing the full details of such Termination Event;

(d) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Holdco Group in an aggregate amount exceeding $10,000,000;

(e) promptly and in any event within 10 days after receipt thereof by any Loan Party or any of its ERISA Affiliates from the PBGC, copies of each notice received by the Borrower or any such ERISA Affiliate of the PBGC’s intention to terminate any Single Employer Plan of such Loan Party or such ERISA Affiliate or to have a trustee appointed to administer any such Plan;

(f) if requested by the Agent, promptly and in any event within 30 days after the filing thereof with the Internal Revenue Service, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Single Employer Plan of any Loan Party or any of its ERISA Affiliates;

(g) within 10 days after notice is given or required to be given to the PBGC under Section 302(f)(4)(A) of ERISA of the failure of any Loan Party or any of its ERISA Affiliates to make timely payments to a Plan, a copy of any such notice filed;

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(h) promptly and in any event within 10 days after receipt thereof by any Loan Party or any ERISA Affiliate from a Multiemployer Plan sponsor, a copy of each notice received by any Loan Party or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability by a Multiemployer Plan, (B) the determination that a Multiemployer Plan is, or is expected to be, in reorganization within the meaning of Title IV of ERISA, (C) the termination of a Multiemployer Plan within the meaning of Title IV of ERISA, or (D) the amount of liability incurred, or which may be incurred, by any Loan Party or any ERISA Affiliate in connection with any event described in clause (A), (B) or (C) above;

(i) any other development that results in, or could reasonably expected to result in, a Material Adverse Effect;

Section 5.03. Borrowing Base Information. The Borrower will furnish to the Agent:

(a) at all times during the continuation of a Liquidity Trigger Period, on or before the third Business Day after the end of each week, a weekly Borrowing Base Certificate (with appropriate exhibits, schedules, supporting documentation, and additional reports required pursuant to this Agreement), which weekly Borrowing Base Certificate shall reflect (A) the updated accounts receivable as of the prior Friday, (B) Inventory as of the immediately preceding monthly Borrowing Base Certificate and (C) the PP&E Component as of the immediately preceding monthly Borrowing Base Certificate;

(b) on or before the fifteenth day of each month, a monthly Borrowing Base Certificate (with appropriate exhibits, schedules, supporting documentation, and additional reports required pursuant to this Agreement), which monthly Borrowing Base Certificate shall reflect (A) accounts receivable as of the end of the immediately preceding month, (B) the updated Inventory as of the end of the immediately preceding month and (C) PP&E Component as of the end of the immediately preceding month;

(c) if requested by the Agent at any time when the Agent reasonably believes that the then existing Borrowing Base Certificate is materially inaccurate, as soon as reasonably available but in no event later than five (5) Business Days after such request, a completed Borrowing Base Certificate showing the Borrowing Base as of the date so requested, in each case with supporting documentation and additional reports with respect to the Borrowing Base as the Agent may reasonably request in its Permitted Discretion; and

(d) concurrently with any update of the PP&E Component of the Borrowing Base as provided in the definition of PP&E Component, a completed Borrowing Base Certificate that reflects such update.

Section 5.04. Existence; Conduct of Business. Each Group Member will (i) do or cause to be done (A) all things necessary to preserve, renew and keep in

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full force and effect its legal existence and (B) all commercially reasonable things necessary to preserve, renew and keep in full force and effect the rights, qualifications, licenses, permits, franchises, governmental authorizations, intellectual property rights, licenses and permits necessary and material to the conduct of its business, and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.02 and (ii) carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted, except in each case where the failure to do so (x) is no longer necessary, in the reasonable judgment of Holdco and (y) could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 5.05. Insurance. (a) Each Group Member will maintain with financially sound and reputable carriers having a financial strength rating of at least A- by A.M. Best Company (i) insurance in such amounts (with no greater risk retention) and against such risks and such other hazards, as is customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations and (ii) all insurance required pursuant to the Security Documents. The Loan Parties will furnish to the Lenders, upon request of the Agent, information in reasonable detail as to the insurance so maintained.

(b) The Borrower will cause the Agent to at all times be named as loss payee or an additional insured (but without any liability for any premiums) under each insurance policy maintained pursuant to Section 5.05(a) covering physical damage to or theft of any Collateral. The requirement set forth in the preceding sentence is subject to the terms of the Intercreditor Agreement.

Section 5.06. Payment of Obligations. Each Group Member will pay or discharge all Material Indebtedness and all other material liabilities and obligations, including Taxes, before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Group Member has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

Section 5.07. Compliance With Laws. Each Group Member will comply with all Requirements of Law applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Section 5.08. Maintenance Of Properties. Each Group Member will keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted.

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Section 5.09. Books And Records; Inspection Rights. Each Group Member will:

(a) maintain or cause to be maintained at all times true and complete books and records in a manner consistent with GAAP of their operations; and provide the Agent and its representatives access to all such books and records during regular business hours, in order that the Agent may upon reasonable prior notice examine and make abstracts from such books, accounts, records and other papers for the purpose of verifying the accuracy of the various reports, including the Borrowing Base computations and supporting documentation, delivered by the Loan Parties to the Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement.

(b) permit any representatives designated by the Agent or any Lender (including employees of the Agent, any Lender or any consultants, accountants, lawyers and appraisers retained by the Agent), upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, including, with respect to all Eligible Real Property and Additional Eligible Real Property, environmental assessment reports and Phase I or Phase II studies (provided, that the Borrower shall be permitted to remove any property from the calculation of the Borrowing Base in lieu of delivering a Phase II environmental study with respect thereto), and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested. The Loan Parties acknowledge that the Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ assets for internal use by the Agent and the Lenders.

(c) grant access to and the right to inspect all final reports, final audits and other similar internal information of the Holdco Group relating to environmental matters upon reasonable notice, and obtain any third party verification of matters relating to compliance with Environmental Laws and regulations reasonably requested by the Agent at any time and from time to time; provided, however, that access to materials protected by attorney-client privilege need not be provided.

Section 5.10. Collateral Monitoring and Review. Each Loan Party will, at any time upon the reasonable request of the Agent, permit the Agent or professionals (including, without limitation, internal and third party consultants, accountants and appraisers) retained by the Agent or its professionals to conduct evaluations and appraisals of (1) the Borrower’s practices in the computation of the Borrowing Base and (2) the assets included in the Borrowing Base, and pay the reasonable fees and expenses in connection therewith; provided that (x) so long as Net Domestic Availability exceeds $30,000,000 and no Significant Event of Default shall have occurred and be continuing, such evaluations and appraisals shall be conducted no more frequently than annually and (y) during any twelve-month period in which Net Domestic Availability falls below $30,000,000 such

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evaluations and appraisals shall be conducted no more frequently than semi-annually (unless a Significant Event of Default shall have occurred and be continuing). In connection with any collateral monitoring or review and appraisal relating to the computation of the Borrowing Base, the Borrower shall make such adjustments to the Borrowing Base as the Agent shall reasonably require based upon the terms of this Agreement and results of such collateral monitoring, review or appraisal.

Section 5.11. Concentration Account; Cash Management. Each Loan Party will:

(a) at all times on and after the Closing Date, cause and continue to maintain with JPMorgan Chase Bank, N.A. or any of its Affiliates, an account or accounts to be used by the Loan Parties as their principal concentration account for day-to-day operations; and

(b) at all times on and after the date that is 10 days after the Closing Date (or such later date as the Agent shall agree in its Permitted Discretion) cause each of its lockboxes, deposit accounts (other than payroll and trust accounts and other deposit accounts having balances not in excess of $2,000,000 in the aggregate) and securities accounts to be subjected and to remain subjected to an Account Control Agreement, properly executed by such Loan Parties and each applicable bank or other financial institution at which each such lockbox, deposit account and securities account is maintained. During the continuation of a Liquidity Trigger Period, all amounts contained in the lockboxes and deposit accounts (other than payroll and trust accounts and other deposit accounts having balances not in excess of $2,000,000 in the aggregate) of the Loan Parties that represent collections of the Accounts of the Loan Parties shall be transferred daily to an account in the name and under the exclusive control of the Agent (the “Collection Account”).

Section 5.12. Interest Rate Protection. Holdco will ensure that for at least three years following the Closing Date not less than 50% of the Loan Parties’ aggregate Indebtedness created under the Loan Documents and the Term Loan Documents effectively bears interest at a fixed rate, through the Loan Parties entering into, as promptly as practicable (and in any event no later than the 90th day after the Closing Date), Hedging Agreements reasonably satisfactory to the Agent.

Section 5.13. Additional Guarantors and Collateral; Further Assurances.

(a) Subject to applicable law, Holdco shall cause each of its Domestic Subsidiaries formed or acquired after the date of this Agreement to become a Loan Party by executing the Joinder Agreement set forth as Exhibit I (the “Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a Subsidiary Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under

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the Loan Documents and (ii) execute supplements to the Security Documents pursuant to which it will grant Liens to the Agent, for the benefit of the Agent and the Lenders, in any and all property of such Subsidiary Guarantor, including a Mortgage on the interest of such Subsidiary Guarantor in each real property located in the United States owned or leased by it (subject to Sections 5.13(d) and 5.13(e)).

(b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests, if any, in each Domestic Subsidiary directly owned by it and (ii) 65% of the issued and outstanding Equity Interests, if any, entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests, if any, not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2) in each Foreign Subsidiary directly owned by it to be subject at all times to a perfected Lien in favor of the Agent pursuant to the terms and conditions of the Security Documents.

(c) Without limiting the foregoing, each Loan Party shall, and shall cause each of its Subsidiaries to, execute and deliver, or cause to be executed and delivered, to the Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, Mortgages, title insurance policies, surveys, legal opinions and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Security Documents, all at the expense of the Loan Parties.

(d) If any material assets (including any real property located in the United States having a fair market value in excess of $1,000,000 (as reasonably determined by the Borrower) or improvements thereto or any interest therein) are acquired by any Loan Party after the Closing Date (other than assets constituting Collateral under an existing Security Document that become subject to the Lien in favor of the Agent upon acquisition thereof), such Loan Party will notify the Agent thereof, and, if requested by the Agent or the Required Lenders, will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

(e) The obligations of the Loan Parties pursuant to the foregoing provisions of Section 5.13(a) with respect to real property leased but not owned by them are limited to such leasehold interests as the Agent may determine in its Permitted Discretion to be of material value as Collateral; provided, that any leasehold interest with a fair market value not in excess of $1,000,000 (as reasonably determined by the Borrower) shall not be deemed to be of material value as Collateral. With respect to (i) any such leasehold interests which the

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Agent may so determine to be of material value as Collateral, and (ii) the leasehold interests listed on Schedule 5.13(e), the applicable Loan Party (A) shall use commercially reasonable efforts to obtain from the landlord under the applicable lease a Landlord Consent and Agreement (with a consent by the landlord’s mortgagee, if applicable) (x) consenting to a Mortgage of the leasehold interest to the Agent, (y) agreeing to provide to the Agent notice of and an opportunity to cure tenant defaults under the lease, and (z) agreeing that, in the event of the termination of the lease, the landlord will grant a new lease, all substantially in the form of Exhibit J, including specifically Sections 4, 7 and 8 thereof, with such changes as are satisfactory to the Agent in its Permitted Discretion; and (B) if the landlord consents to a Mortgage of the leasehold interest to the Agent as aforesaid or such Mortgage is otherwise permitted and will not cause a default or event of default under the lease, shall cause such leasehold interest to be mortgaged to the Agent pursuant to Section 5.13(c).

Section 5.14. Post Closing Matters. With respect to the documents and actions listed on Schedule 4.01(d) under the heading “Post-Closing Actions” that are not delivered or taken on or prior to the Closing Date, the Borrower shall use commercially reasonable efforts to cause such documents to be delivered and actions to be taken within the time periods listed in said Schedule 4.01(d).

ARTICLE 6

NEGATIVE COVENANTS

Until the Revolving Credit Commitments have expired or terminated and the principal of and interest on each Loan and all fees, expenses and other amounts payable under any Loan Document have been paid in full and all Letters of Credit have expired or terminated and all LC Disbursements shall have been reimbursed, the Loan Parties covenant and agree, jointly and severally, with the Lenders that:

Section 6.01. Liens. No Group Member will create, incur, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, other than:

(a) Liens on any property or any assets of any Group Member existing on the Closing Date as reflected on Schedule 6.01 provided that (i) such Lien shall not apply to any other property or asset of such Group Member (other than after acquired property affixed thereto or incorporated therein and proceeds or products thereof) and (ii) such Lien shall secure only those obligations which it secures on the date hereof and Permitted Refinancing Indebtedness with respect thereto;

(b) Liens created pursuant to the Loan Documents or the Term Loan Documents;

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(c) Permitted Liens;

(d) Liens on fixed or capital assets acquired, constructed, repaired or improved by any Group Member; provided that (i) such security interests secure Indebtedness permitted by Section 6.03(d), (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (iii) such security interests shall not apply to any other property or assets of such Group Member;

(e) Liens arising from precautionary UCC financing statements regarding operating leases;

(f) Liens existing on any property or asset prior to the acquisition thereof by any Group Member (including, without limitation, in connection with a Permitted Acquisition) or existing on any property or asset of any Person that becomes a Group Member after the date hereof prior to the time such Person becomes a Group Member; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Group Member, as the case may be, (ii) such Lien shall not apply to any other property or assets of such Group Member (other than after acquired property affixed thereto or incorporated therein and proceeds or products thereof) and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Group Member, as the case may be and Permitted Refinancing Indebtedness with respect thereto;

(g) Liens of a collecting bank arising in the ordinary course of business under Section 4 208 of the Uniform Commercial Code in effect in the relevant jurisdiction covering only the items being collected upon;

(h) Liens securing obligations owing to a Group Member;

(i) Liens on property of any Foreign Subsidiary, which Liens secure Indebtedness of the applicable Foreign Subsidiary permitted under Section 6.03(g);

(j) Liens on property (i) of any Subsidiary that is not a Loan Party and (ii) that does not constitute Collateral, which Liens secure Indebtedness of the applicable Subsidiary permitted under Section 6.03 (other than Section 6.03(g));

(k) Liens on cash collateral securing letters of credit permitted under Section 6.03(n); and

(l) other Liens so long as neither the value of the property subject to such Liens, nor the Indebtedness and other obligations secured thereby, exceed $15,000,000 in the aggregate.

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Notwithstanding the foregoing, none of the Liens permitted pursuant to this Section 6.01 may at any time attach to any Loan Party’s (1) Eligible Accounts Receivable, other than those permitted under clause (i) of the definition of Permitted Lien and clause (b) above and (2) Eligible Inventory, other than those permitted under clauses (i) and (ii) of the definition of Permitted Lien and clause (b) above.

Section 6.02. Fundamental Changes.

(a) No Group Member will merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Person may merge into Holdco in a transaction in which Holdco is the surviving corporation; (ii) any Group Member (other than Holdco) may merge into any other Group Member in a transaction in which the surviving entity is a Group Member (provided, that if any party to any such transaction is (A) a Loan Party, the surviving entity of such transaction shall be a Loan Party, (B) a Domestic Subsidiary, the surviving entity of such transaction shall be a Domestic Subsidiary and (C) the Borrower, the surviving entity of such transaction shall be the Borrower); (iii) any Subsidiary (other than the Borrower) may liquidate or dissolve if Holdco determines in good faith that such liquidation or dissolution is in the best interests of the Holdco Group and is not materially disadvantageous to the Lenders; and (iv) any Permitted Acquisition or disposition permitted by Section 6.06 may be effected by way of a merger or consolidation of a Subsidiary.

(b) No Group Member will engage in any business other than the Business and businesses reasonably related thereto.

(c) Holdco will not engage in any business or activity other than the ownership of all the outstanding shares of capital stock of Foreign Holdco and the Domestic Subsidiaries and activities incidental thereto. Foreign Holdco will not engage in any business or activity other than the ownership of all the outstanding shares of capital stock of the Foreign Subsidiaries and activities incidental thereto.

Section 6.03. Indebtedness. No Group Member will create, incur or suffer to exist any Indebtedness, except:

(a) Indebtedness existing on the Closing Date and set forth on Schedule 6.03 and Permitted Refinancing Indebtedness with respect thereto;

(b) Indebtedness under the Loan Documents and the Term Loan Documents;

(c) Indebtedness of any Subsidiary to Holdco or any other Subsidiary, provided that (i) Indebtedness of any Subsidiary that is not a Loan Party to Holdco or any Subsidiary that is a Loan Party shall be subject to Section 6.05 and (ii) Indebtedness of any Subsidiary that is a Loan Party to any Subsidiary that is not a Loan Party shall be subordinated to the Obligations pursuant to an Affiliate Subordination Agreement;

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(d) (i) Indebtedness incurred subsequent to the Closing Date secured by purchase money Liens (including Capitalized Leases), (ii) Indebtedness of a Person that becomes a Group Member after the Closing Date, provided that such Indebtedness is not created in contemplation thereof, and (iii) Permitted Refinancing Indebtedness in respect of Indebtedness described in (i) and (ii), in an aggregate amount for (i), (ii) and (iii) not to exceed $35,000,000;

(e) Indebtedness owed to any bank in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds;

(f) Indebtedness incurred in connection with foreign exchange contracts, currency swap agreements, currency future or option contracts and other similar agreements designed to hedge against fluctuations in foreign exchange rates and interest rate swap, cap or collar agreements and interest rate future or option contracts designed to hedge against fluctuations in foreign interest rates, in each case to the extent that such agreement or contract is entered into in the ordinary course of business;

(g) Indebtedness of Foreign Subsidiaries not otherwise described herein, not exceeding the aggregate principal amount of €25,000,000 or the equivalent of such amount at any one time outstanding;

(h) Indebtedness consisting of (i) Guarantees by any Loan Party of the Indebtedness of any other Loan Party, (ii) Guarantees by any Group Member that is not a Loan Party of the Indebtedness of any other Group Member that is not a Loan Party, or (iii) to the extent permitted by Section 6.05, Guarantees by any Loan Party of the Indebtedness of any other Group Member, in each case to the extent the Indebtedness so guaranteed is permitted under the Agreement;

(i) in each case to the extent (if any) that such obligations constitute Indebtedness, (a) customary indemnification obligations, purchase price or other similar adjustments in connection with acquisitions and dispositions permitted under the Agreement, (b) reimbursement or indemnification obligations owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, (c) obligations in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations, or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case provided in the ordinary course of business, (d) obligations for deferred payment of insurance premiums, (e) take-or-pay obligations contained in supply arrangements; provided, in each case, that such obligation arises in the ordinary course of business and not in connection with the obtaining of financing;

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(j) Indebtedness in an aggregate principal amount not in excess of $15,000,000 at any time consisting of promissory notes to current or former officers, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests;

(k) Indebtedness in an aggregate principal amount not in excess of $15,000,000 at any time consisting of obligations under deferred compensation or other similar arrangements incurred in connection with the Transactions, Permitted Acquisitions or any other Investment expressly permitted hereunder;

(l) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit;

(m) Indebtedness of Seojin in an aggregate principal amount not in excess of KRW25,000,000,000 at any time;

(n) Indebtedness consisting of letters of credit supported by cash collateral which constitutes the proceeds of an Incremental US Loan (as defined in the First Lien Term Loan Agreement);

(o) other Indebtedness of the Holdco Group in an aggregate principal amount not in excess of $25,000,000 at any time, of which not more than $15,000,000 shall be secured Indebtedness; and

(p) so long as at the time and after giving effect thereto, the Incurrence Test is met, other Indebtedness of any Loan Party.

Section 6.04. Sale and Lease-Back Transactions. No Group Member will enter into any arrangement, directly or indirectly, with any Person whereby it shall sell or transfer any property, real or personal or mixed, used or useful in its business, whether now owned or hereafter required, and thereafter rent or lease such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred unless (a) the sale of such property is permitted by Section 6.06 and (b) any Capitalized Leases or Liens arising in connection therewith are permitted by Section 6.01 and Section 6.03.

Section 6.05. Investments, Loans and Advances. No Group Member will purchase, hold or acquire any Equity Interests, evidences of indebtedness or other securities of, make or permit to exist any loans or advances or capital contributions to, or make or permit to exist any investment or any other interest in, any other Person (all of the foregoing, “Investments”), except:

(a) (i) Investments by Holdco and the Subsidiaries existing on the Closing Date in the Equity Interests of the Subsidiaries and any modification, replacement, renewal, reinvestment or extension thereof (provided that the amount of the original Investment is not increased except as otherwise permitted by this Section 6.05) and (ii) additional Investments by Holdco and the

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Subsidiaries in the Equity Interests of the Subsidiaries; provided that (A) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Security Documents (subject to the limitation referred to in Section 5.13(b) in the case of any Foreign Subsidiary), (B) the aggregate amount of Investments by Loan Parties in Subsidiaries that are not Subsidiary Guarantors shall not exceed $75,000,000 at any time outstanding and (C) if such Investment shall be in the form of a loan or advance to a Loan Party, such loan or advance shall be unsecured and subordinated to the Obligations pursuant to an Affiliate Subordination Agreement;

(b) Permitted Investments;

(c) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers, licensors, licensees and suppliers, in each case in the ordinary course of business;

(d) loans and advances in the ordinary course of business to employees, officers and directors so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $2,000,000;

(e) the Acquisition and Permitted Acquisitions;

(f) Investments existing on the date hereof and set forth on Schedule 6.05 and any modification, replacement, renewal, reinvestment or extension thereof (provided that the amount of the original Investment is not increased except as otherwise permitted by this Section 6.05);

(g) extensions of trade credit in the ordinary course of business

(h) Investments made as a result of the receipt of non-cash consideration from a sale, transfer or other disposition of any asset in compliance with Section 6.06;

(i) intercompany loans and advances to Holdings to the extent that Holdco may pay dividends to Holdings pursuant to Section 6.07 (and in lieu of paying such dividends); provided that such intercompany loans and advances (i) shall be made for the purposes, and shall be subject to all the applicable limitations set forth in, Section 6.07 and (ii) shall be unsecured and subordinated to the Obligations pursuant to an Affiliate Subordination Agreement;

(j) notes from employees of Holdco and its Subsidiaries in connection with such employees’ acquisition of shares of Holdings common Equity Interests so long as no cash is actually advanced by Holdings or any of its Subsidiaries in connection with any such acquisition;

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(k) additional Investments by Holdco and its Subsidiaries, so long as such Investments are made with the proceeds of any substantially contemporaneous issuance of Equity Interests by Holdco or any direct or indirect parent of Holdco to the extent such proceeds shall have actually been received by Holdco;

(l) the Transactions shall be permitted;

(m) Investments of any Person existing at the time such Person becomes a Subsidiary of Holdco or consolidates or merges with Holdco or any of its Subsidiaries (including, without limitation, in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such merger;

(n) investments in the ordinary course of business consisting of endorsements for collection or deposit; and

(o) in addition to Investments permitted by paragraphs (a) through (n) above, additional Investments by Holdco and the Subsidiaries so long as the aggregate amount invested, loans or advanced pursuant to this paragraph (j) (determined without regard to any write-downs or write-offs of such investments, loans and advances) does not exceed $20,000,000 in the aggregate.

Section 6.06. Disposition of Assets. No Group Member will sell or otherwise dispose of any assets (including, without limitation, the capital stock of any Subsidiary), except for

(a) sales of inventory, fixtures and equipment in the ordinary course of business;

(b) dispositions of surplus, obsolete, negligible or uneconomical assets including plants currently shut down or shut down in the future;

(c) intercompany sales or other intercompany transfers of assets among Group Members all of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $15,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;

(d) each of Holdco and its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable in connection with the compromise or collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries, provided that such accounts receivable were not included as Eligible Accounts Receivable in the Borrowing Base Certificate most recently delivered or, if so included, the exclusion of such accounts receivable from the Borrowing Base (after giving effect to any concurrent prepayment of the Loans) would not cause the Total Revolving Credit Commitment Usage to exceed the Borrowing Base;

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(e) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €25,000,000, or the equivalent of such amount, at any one time outstanding; provided further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);

(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business to other Persons not materially interfering with the conduct of the business of Holdco or any of its Subsidiaries, in each case so long as no such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;

(g) sales, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k) and (o) of Section 6.05 and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration;

(h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;

(i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);

(j) Holdco and its Subsidiaries may sell the assets described on Schedule 6.06(j);

(k) sales in arm’s length transactions, at fair market value and for at least 80% cash consideration, in an aggregate amount not to exceed $50,000,000; and

(l) other sales of assets having a fair market value not in excess of $20,000,000 in the aggregate

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Section 6.07. Restricted Payments; Restrictive Agreements. (a) No Group Member will declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so; provided, however, that (i) any of Holdco’s Subsidiaries may declare and pay dividends or make other distributions ratably to its equity holders, (ii) beginning on July 1, 2008 and except during a Liquidity Trigger Period, so long as no Default shall have occurred and be continuing or would result therefrom, Holdco may, or may make distributions to Holdings so that Holdings may, repurchase its Equity Interests owned by employees, officers, directors or consultants of Holdings, Holdco or the Subsidiaries or make payments to employees, officers, directors or consultants of Holdings, Holdco or the Subsidiaries in connection with the exercise of stock options (including for purposes of paying tax withholding applicable to stock option exercises), stock appreciation rights or similar equity incentives or equity based incentives pursuant to management incentive plans or in connection with the death, disability, retirement or termination of such employees in an amount not to exceed $50,000,000 in aggregate (plus the amount of Net Cash Proceeds (x) received by Holdco subsequent to the Closing Date from sales of Equity Interests of Holdco or, to the extent contributed to Holdco, any of Holdco direct or indirect parents, to directors, consultants, officers or employees of Holdco, any of its Subsidiaries or any direct or indirect parent of Holdco in connection with permitted employee compensation and incentive arrangements and (y) of any key-man life insurance policies received by Holdco or its Subsidiaries), (iii) Holdco may make Restricted Payments to Holdings (x) in an amount not to exceed, when taken together with the aggregate amount of all loans or advances made pursuant to Section 6.05(i) for such purposes, $1,000,000 in any fiscal year to the extent necessary to pay general corporate and overhead expenses incurred by Holdings in the ordinary course of business and (y) in an amount necessary to pay Holdings Tax liabilities (in an assumed amount equal to the hypothetical tax liability of the holders of Equity Interests in Holdings, calculated at the maximum combined net Federal, State and local income tax rate applicable to any holder of an Equity Interest in Holdings, in respect of the net taxable income of the Holdco Group); provided that all Restricted Payments made to Holdings pursuant to clause (iii) shall be used by Holdings for the purpose specified herein within 25 days of the receipt thereof, (iv) Holdco may declare and pay dividends or make other distributions with respect to its Equity Interests payable solely in additional shares of its Equity Interests; provided that such additional Equity Interests shall not have any mandatory redemption or similar provisions, (v) Holdings and its Subsidiaries may make non-cash repurchases of Equity Interests deemed to occur upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants, (vi) Holdco and its Subsidiaries may pay dividends or make other distributions on the Closing Date to consummate the Transactions and (vii) any Group Member may make any Restricted Payment if both immediately before and immediately after giving effect thereto, (x) no Default or Event of Default shall have occurred and be continuing, (y) Net Domestic Availability, calculated on the basis of the

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Borrowing Base Certificate most recently delivered but adjusted to give effect thereto, is not less than the product of (1) the Total Revolving Credit Commitment and (2) 15% and (z) the First Priority Leverage Ratio does not exceed 2.25 to 1.00 on a Pro Forma Basis.

(b) No Group Member will enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Holdco or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (ii) the ability of any Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to Holdco or any other Subsidiary or to Guarantee Indebtedness of Holdco or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (B) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (C) the foregoing shall not apply to restrictions and conditions imposed on any Subsidiary that is not a Loan Party by the terms of any Indebtedness of such Subsidiary permitted to be incurred hereunder, (D) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, and (E) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Section 6.08. Transactions With Affiliates. Except for transactions by or among Loan Parties, no Group Member will sell or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except that (a) any Group Member may engage in any of the foregoing transactions with an Affiliate in the ordinary course of business at prices and on terms and conditions not less favorable to either such Group Member than could be obtained on an arm’s-length basis from unrelated third parties, (b) Restricted Payments may be made to the extent provided in Section 6.07, (c) fees, customary indemnities and reimbursements for out-of-pocket costs and expenses incurred by the Sponsor or any of its Affiliates may be paid to the Sponsor or any such Affiliates (directly or through Holdings) in an aggregate amount not to exceed $2,500,000 in any fiscal year (including, without limitation, amounts paid by Sponsor or any such Affiliates to employees, agents, professionals or consultants hired or retained by Sponsor or any such Affiliates (collectively, the “Consultants”), as payment for services rendered by such employees, agents, professionals and consultants for the benefit of a Group Member), in each case in connection with their performance of management, consulting, monitoring, financial advisory or other services with respect to Holdco and the Subsidiaries, provided that (i) no fees may be paid to the Sponsor or any of its Affiliates if at the time a Default exists (though any such unpaid fees may be paid after such Default no longer exists) and (ii) reimbursement of the Sponsor or

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any such Affiliates for amounts paid to Consultants retained by the Sponsor for the benefit of Holdco shall not count against the $2,500,000 limitation above, (d) Group Members may pay (directly or through Holdings) reasonable fees and out-of-pocket costs to directors of Holdco (or any direct or indirect parent thereof), and compensation and employee benefits to (and indemnities provided for the benefit of) directors, officers or employees of Holdco (or any direct or indirect parent thereof), in each case in the ordinary course of business, (e) Holdco and its Subsidiaries may enter into, and may make payments (directly or through Holdings) under, employment agreements, employee benefits plans, stock option plans, management incentive plans, indemnification provisions, severance arrangements, and other similar compensatory arrangements with officers, employees and directors of Holdco (directly or through Holdings) and its Subsidiaries in the ordinary course of business, (f) periodic allocations of overhead expenses among Holdco and its Subsidiaries may be made, (g) Group Members may make payments pursuant to tax sharing agreements among Holdco (and any direct or indirect parent thereof), and its Subsidiaries on customary terms to the extent attributable to the ownership or operation of Holdco and its Subsidiaries, (h) the Transactions shall be permitted, (i) any issuances of securities or other payments (directly or through Holdings), awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options, management investment plans and stock ownership plans approved by Holdco (or its direct or indirect parent company’s) or Holdco’s board of directors shall be permitted, and (j) transactions pursuant to permitted agreements in existence on the Closing Date and listed on Schedule 6.08, or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, shall be permitted.

Section 6.09. Limitations On Hedging Agreements. No Group Member will enter into any Hedging Agreement other than (a) any such agreement or arrangement entered into in the ordinary course of business and consistent with prudent business practice to hedge or mitigate risks to which a Group Member is exposed in the conduct of its business or the management of its liabilities or (b) any such agreement entered into to hedge against fluctuations in interest rates or currency incurred in the ordinary course of business and consistent with prudent business practice (including, without limitation, the Hedging Agreements required pursuant to Section 5.12); provided that in each case such agreements or arrangements shall not have been entered into for speculative purposes.

Section 6.10. Other Indebtedness. No Group Member will permit any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which any Material Indebtedness of Holdco or any of the Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional rights on the holder of such Indebtedness in a manner materially adverse to Holdco, any of the Subsidiaries or the Lenders.

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Section 6.11. Capital Expenditures. The aggregate amount of Capital Expenditures (i) for the period from the Closing Date through December 31, 2007 will not exceed $100,000,000 and (ii) for any fiscal year thereafter will not exceed $150,000,000; provided that the amount of permitted Capital Expenditures in respect of any fiscal year commencing with the fiscal year ending on December 31, 2008, shall be increased (but not decreased) by (a) 50% of the amount of unused permitted Capital Expenditures for the immediately preceding fiscal year (such increase not to exceed $15,000,000 for the fiscal year ending December 31, 2008) less (b) an amount equal to unused Capital Expenditures carried forward to such preceding fiscal year.

Section 6.12. Fixed Charge Coverage Ratio. At all times during each period that begins on any day on which the Availability has been less than the Minimum Liquidity Amount on each of the five consecutive preceding days, and ends on the first day thereafter on which Availability has been at least equal to the Minimum Liquidity Amount for 20 consecutive days, the Fixed Charge Coverage Ratio will not be less than 1.00 to 1.00.

Section 6.13. Fiscal Year. Holdco will not change its fiscal year-end to a date other than December 31 without the prior written consent of the Agent.

ARTICLE 7

EVENTS OF DEFAULT

Section 7.01. Events of Default. In the case of the happening of any of the following events and the continuance thereof beyond the applicable grace period, if any, specified below with respect thereto (each, an “Event of Default”):

(a) any representation or warranty made by any Loan Party in any Loan Document or in connection with the Loan Documents or the credit extensions hereunder or any statement or representation made in any report, financial statement, certificate or other document furnished by any Loan Party to the Agent or any Lender under or in connection with the Loan Documents, shall prove to have been false or misleading in any material respect when made or delivered; or

(b) default shall be made in the payment of any (i) Fees, interest on the Loans or other amounts payable hereunder when due (other than amounts set forth in clause (ii) hereof), and such default shall continue unremedied for more than three (3) Business Days or (ii) principal of the Loans or reimbursement obligations or cash collateralization in respect of Letters of Credit, when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or by acceleration thereof or otherwise; or

(c) default shall be made by any Group Member in the due observance or performance of any covenant, condition or agreement contained in Section 5.02(a) or Article 6 hereof; or

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(d) default shall be made by any Group Member in the due observance or performance of any other covenant, condition or agreement to be observed or performed pursuant to the terms of the Loan Documents and such default shall continue unremedied for more than thirty (30) days after the earlier of (i) the date on which the Agent provides notice thereof to such Group Member and (ii) the first date on which a Financial Officer of any Group Member has knowledge thereof; or

(e) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of Holdings, Holdco or any Subsidiary (other than a Liquidating Subsidiary or a Non-Material Subsidiary), or of a substantial part of the property or assets of Holdings, Holdco or a Subsidiary (other than a Liquidating Subsidiary or a Non-Material Subsidiary), under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Holdings, Holdco or any Subsidiary (other than a Liquidating Subsidiary or a Non-Material Subsidiary) or for a substantial part of the property or assets of Holdings, Holdco or a Subsidiary (other than a Liquidating Subsidiary or a Non-Material Subsidiary) or (iii) the winding-up or liquidation of Holdings, Holdco or any Subsidiary (other than a Liquidating Subsidiary or a Non-Material Subsidiary); and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

(f) Holdings, Holdco or any Subsidiary (other than a Liquidating Subsidiary or a Non-Material Subsidiary) shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in (e) above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Holdings, Holdco or any Subsidiary (other than a Liquidating Subsidiary or a Non-Material Subsidiary) or for a substantial part of the property or assets of Holdings, Holdco or any Subsidiary (other than a Liquidating Subsidiary or a Non-Material Subsidiary), (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors, (vi) become unable, admit in writing its inability or fail generally to pay its debts as they become due or (vii) take any action for the purpose of effecting any of the foregoing;

(g) (i) any Group Member shall (i) fail to pay any principal or interest, regardless of amount, due in respect of any Material Indebtedness, when and as the same shall become due and payable, or (ii) any other event or condition occurs

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that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (ii) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness;

(h) a Change of Control shall occur; or

(i) the Borrower shall fail to deliver a certified Borrowing Base Certificate when due and such default shall continue unremedied for more than five (5) Business Days; or

(j) any material provision of any Loan Document shall, for any reason, cease to be valid and binding on any Loan Party purportedly bound thereby, or any Loan Party shall so assert in writing; or

(k) any Lien purported to be created under any Security Document shall cease to be, or shall be asserted by any Loan Party not to be, a valid, perfected and, with respect to the Secured Parties, first priority (except as otherwise expressly provided in the Loan Documents) Lien on any material Collateral covered thereby, except to the extent that any such loss of perfection or priority results from the failure of the Agent to maintain possession of certificates representing Equity Interests pledged under the Security Agreement or the failure of the Agent to file a UCC-3 Continuation Statement or, as to Collateral consisting of real property, to the extent such losses are covered by a lenders title insurance policy and such insurer has been not denied coverage; or

(l) any judgment or order in excess of $35,000,000 (exclusive of any judgment or order the amounts of which are fully covered by insurance (less any applicable deductible) and as to which the insurer has acknowledged its responsibility to cover such judgment or order) shall be rendered against any Group Member and shall remain unsatisfied and unstayed for 30 days; or

(m) any non-monetary judgment or order shall be rendered against any Group Member which has or could reasonably be expected to have a Material Adverse Effect; or

(n) any Termination Event described in clauses (iii) or (iv) of the definition of such term shall have occurred and any Lien arising as a result of such Termination Event shall have been perfected or any Person shall have obtained relief from the automatic stay to enforce such Lien or any Insufficiency; or

(o) (i) any Loan Party or any ERISA Affiliate thereof shall have been notified by the sponsor or trustee of a Multiemployer Plan that it has incurred

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Withdrawal Liability to such Multiemployer Plan, (ii) such Loan Party or such ERISA Affiliate does not have reasonable grounds, in the reasonable opinion of the Agent, to contest such Withdrawal Liability and is not in fact contesting such Withdrawal Liability in a timely and appropriate manner, and (iii) the amount of such Withdrawal Liability specified in such notice, when aggregated with all other amounts required to be paid by the Loan Parties and their ERISA Affiliates to Multiemployer Plans in connection with Withdrawal Liabilities (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect; or

(p) any Loan Party or any ERISA Affiliate thereof shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if such reorganization or termination could reasonably be expected to result in a Material Adverse Effect; or

(q) any Loan Party or any ERISA Affiliate shall have committed a failure described in Section 302(f)(1) of ERISA (other than the failure to make any contribution for which a funding waiver has been applied for and not denied), and such failure could reasonably be expected to result in a Material Adverse Effect;

then, and in every such event and at any time thereafter during the continuance of such event, the Agent may, and at the request of the Required Lenders, shall, by notice to the Borrower, take one or more of the following actions, at the same or different times: (i) terminate forthwith the Total Revolving Credit Commitment; (ii) declare the Loans or any portion thereof then outstanding to be forthwith due and payable, whereupon the principal of such Loans together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrower accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Loan Parties, anything contained herein or in any other Loan Document to the contrary notwithstanding; (iii) require the Loan Parties upon demand to forthwith deposit in the Letter of Credit Account cash in an amount which, together with any amounts then held in the Letter of Credit Account, is equal to the sum of 105% of the then LC Exposure (and to the extent the Loan Parties shall fail to furnish such funds as demanded by the Agent, the Agent shall be authorized to debit the accounts of the Loan Parties maintained with the Agent in such amount after the giving of the notice referred to above); (iv) set-off amounts in the Letter of Credit Account or any other accounts maintained with the Agent and apply such amounts to the obligations of the Loan Parties hereunder and in the other Loan Documents; and (v) exercise any and all remedies under the Loan Documents and under applicable law available to the Agent and the Lenders. Any payment received as a result of the exercise of remedies hereunder shall be applied in accordance with Section 2.18(b).

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ARTICLE 8

THE AGENT

Section 8.01. Administration by Agent. Each of the Lenders and the Issuing Lender hereby irrevocably appoints the Agent as its agent and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto.

Section 8.02. Rights of Agent. The institution serving as the Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Agent hereunder.

Section 8.03. Liability of Agent.

(a) The Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (i) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (ii) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.09), and (iii) except as expressly set forth herein, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Holdings or any of its Subsidiaries that is communicated to or obtained by the bank serving as Agent or any of its Affiliates in any capacity. The Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.09) or in the absence of its own gross negligence or willful misconduct. The Agent shall be deemed not to have knowledge of any Default unless and until notice thereof is given to the Agent by the Borrower or a Lender, and the Agent shall not be responsible for or have any duty to ascertain or inquire into (A) any statement, warranty or representation made in or in connection with this Agreement, (B) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (C) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (D) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (E) the satisfaction of any condition set forth in Article 4 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Agent.

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(b) The Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Agent may consult with legal counsel (who may be counsel for a Loan Party), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

(c) The Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Agent. The Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Agent.

Section 8.04. Reimbursement and Indemnification. Each Lender agrees (i) to reimburse the Agent for such Lender’s Revolving Credit Commitment Percentage of any expenses and fees incurred by it under this Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the operations or enforcement thereof, not reimbursed by the Borrower or the Guarantors and (ii) to indemnify and hold harmless the Agent and any of its directors, officers, employees, agents or Affiliates, on demand, in the amount of its proportionate share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of any of the Loan Documents or any action taken or omitted by it or any of them under any of the Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from their respective gross negligence or willful misconduct).

Section 8.05. Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided in this paragraph, the Agent may resign at any time by notifying the Lenders, the Issuing Lender and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Agent which shall be a bank with an office in New York,

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New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation hereunder, the provisions of this Article and Section 10.05 shall continue in effect for the benefit of such retiring Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Agent.

Section 8.06. Independent Lenders. Each Lender acknowledges that it has, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder.

Section 8.07. Advances and Payments.

(a) On the date of each Loan, the Agent shall be authorized (but not obligated) to advance, for the account of each of the Lenders, the amount of the Loan to be made by it in accordance with its Revolving Credit Commitment hereunder. Should the Agent do so, each of the Lenders agrees forthwith to reimburse the Agent in immediately available funds for the amount so advanced on its behalf by the Agent, together with interest at the Federal Funds Effective Rate if not so reimbursed on the date due from and including such date but not including the date of reimbursement.

(b) Any amounts received by the Agent in connection with this Agreement (other than amounts to which the Agent is entitled pursuant to Sections 2.20, 8.04 and 10.05), the application of which is not otherwise provided for in this Agreement shall be applied, (i) first, towards payment of fees and expenses then due under Sections 2.20 and 10.05, ratably among the parties entitled thereto in accordance with the amounts of fees and expenses then due to such parties, (ii) second, towards payment of interest, Commitment Fee and Letter of Credit Fees then due on account of the Loans and Letters of Credit, ratably among the parties entitled thereto in accordance with the amounts of interest, Commitment Fee and Letter of Credit Fees then due to such parties and (iii) third, towards payment of principal of the Loans and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties. All amounts to be paid to a Lender by the Agent shall be credited to that

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Lender, after collection by the Agent, in immediately available funds either by wire transfer or deposit in that Lender’s correspondent account with the Agent, as such Lender and the Agent shall from time to time agree.

Section 8.08. Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or a Guarantor, including, but not limited to, a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender under any applicable bankruptcy, insolvency or other similar law, or otherwise, obtain payment in respect of its Loans or unreimbursed drafts drawn under Letters of Credit as a result of which the unpaid portion of its Loans or unreimbursed drafts drawn under Letters of Credit is proportionately less than the unpaid portion of the Loans or unreimbursed drafts drawn under Letters of Credit of any other Lender (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lender a participation in the Loans or unreimbursed drafts drawn under Letters of Credit of such other Lender, so that the aggregate unpaid principal amount of each Lender’s Loans and unreimbursed drafts drawn under Letters of Credit and its participation in Loans and unreimbursed drafts drawn under Letters of Credit of the other Lenders shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and unreimbursed drafts drawn under Letters of Credit as the principal amount of its Loans and unreimbursed drafts drawn under Letters of Credit prior to the obtaining of such payment was to the principal amount of all Loans outstanding and unreimbursed drafts drawn under Letters of Credit prior to the obtaining of such payment and (b) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders share such payment pro-rata, provided, that if any such non-pro-rata payment is thereafter recovered or otherwise set aside such purchase of participations shall be rescinded (without interest). Each Loan Party expressly consents to the foregoing arrangements and agrees that any Lender holding (or deemed to be holding) a participation in a Loan or unreimbursed drafts drawn under a Letter of Credit may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by such Loan Party to such Lender as fully as if such Lender was the original obligee thereon, in the amount of such participation.

ARTICLE 9

GUARANTY

Section 9.01. Guaranty.

(a) Each Loan Party unconditionally and irrevocably guarantees the due and punctual payment by each other Secured Obligor of the Secured Obligations. Each Loan Party further agrees that the Secured Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and it will remain bound upon this guaranty notwithstanding any extension or renewal of any of the Secured Obligations. The Obligations of the Loan Parties shall be joint and several.

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(b) Each Loan Party waives presentation to, demand for payment from and protest to each other Secured Obligor, and also waives notice of protest for nonpayment. The Obligations of the Loan Parties hereunder shall not be affected by (i) the failure of the Agent or a Lender to assert any claim or demand or to enforce any right or remedy against any other Secured Obligor under the provisions of this Agreement or any other Loan Document or otherwise; (ii) any extension or renewal of any provision hereof or thereof; (iii) any rescission, waiver, compromise, acceleration, amendment or modification of any of the terms or provisions of any of the Loan Documents; (iv) the release, exchange, waiver, foreclosure, invalidity or nonperfection of any security held by the Agent for the Secured Obligations or any of them; (v) the failure of the Agent or a Lender to exercise any right or remedy against any other Secured Obligor; or (vi) the release or substitution of any Loan Party or any other Person under any Loan Document.

(c) Each Loan Party further agrees that this guaranty constitutes a guaranty of payment when due and not just of collection, and waives any right to require that any resort be had by the Agent or a Lender to any security held for payment of the Secured Obligations or to any balance of any deposit, account or credit on the books of the Agent or a Lender in favor of any Secured Obligor, or to any other Person.

(d) Each Loan Party hereby waives any defense that it might have based on a failure to remain informed of the financial condition of any Secured Obligor and any circumstances affecting the ability of each other Loan Party to perform under this Agreement.

(e) Each Loan Party’s guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Secured Obligations or any other instrument evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, or extent of any collateral therefor or by any other circumstance relating to the Secured Obligations which might otherwise constitute a defense to this Guaranty. Neither of the Agent, nor any of the Lenders makes any representation or warranty in respect to any such circumstances or shall have any duty or responsibility whatsoever to any Loan Party in respect of the management and maintenance of the Secured Obligations.

Section 9.02. No Impairment of Guaranty. The obligations of the Loan Parties hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Secured Obligations. Without limiting the generality of the foregoing, the obligations of the Loan Parties hereunder shall not be discharged or impaired or otherwise affected by the

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failure of the Agent or a Lender to assert any claim or demand or to enforce any remedy under this Agreement or any other agreement, by any waiver or modification of any provision thereof, by any default, failure or delay, willful or otherwise, in the performance of the Secured Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Loan Parties or would otherwise operate as a discharge of the Loan Parties as a matter of law, unless and until the Secured Obligations are paid in full.

Section 9.03. Subrogation. Upon payment by any Loan Party of any sums to the Agent or a Lender hereunder, all rights of such Loan Party against the other Secured Obligors arising as a result thereof by way of right of subrogation or otherwise, shall in all respects be subordinate and junior in right of payment to the prior final and indefeasible payment in full of all the Secured Obligations. If any amount shall be paid to such Loan Party for the account of any Secured Obligor, such amount shall be held in trust for the benefit of the Agent and the Lenders and shall forthwith be paid to the Agent and the Lenders to be credited and applied to the Secured Obligations, whether matured or unmatured.

ARTICLE 10

MISCELLANEOUS

Section 10.01. Notices. (a) Except in the case of notices, requests and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices, requests and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

(i) if to a Loan Party:

c/o Tower Automotive, LLC
299 Park Avenue
New York, NY 10171
Facsimile:	(212) 891-1541
Attention:	Dev B. Kapadia, Managing Director
	Seth Gardner, Managing Director

and

c/o Tower Automotive Holdings USA, LLC
27275 Haggerty Road, Suite 680
Novi, MI 48377
Attention:	James Mallak, Chief Financial Officer
Facsimile:	(248) 675-6335
Attention:	Dennis C. Pike, Vice President
Facsimile:	(248) 675-6045

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with a copy to (which shall not constitute notice):

Lowenstein Sandler PC
1251 Avenue of the Americas
New York, NY 10020
Facsimile:	(973) 597-2425
Attention:	Robert G. Minion, Esq.
	Lowell A. Citron, Esq.

(ii) if to the Agent, to JPMorgan Chase Bank, N.A., Loan and Agency Services Group, 1111 Fannin, 10th Floor, Houston, Texas 77002, Attention of: Denise M. Ramon, (Telecopy No.: (713) 750-2938) with a copy to JPMorgan Chase Bank, N.A., 270 Park Avenue, New York 10017, Attention of: Richard Duker, (Telecopy No.: (212) 270-5127);

(iii) if to the Issuing Lender, to it at the address most recently specified by it in notice delivered by it to the Agent and the Borrower, with a copy to the Agent as provided in clause (ii) above; and

(iv) if to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.

(b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Agent; provided, that the foregoing shall not apply to notices pursuant to Article 2 unless otherwise agreed by the Agent and the applicable Lender. The Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided, that approval of such procedures may be limited to particular notices or communications.

(c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

Section 10.02. Survival of Agreement, Representations and Warranties, Etc. All warranties, representations and covenants made by any Loan Party herein or in any certificate or other instrument delivered by it or on its behalf in connection with this Agreement shall be considered to have been relied upon by the Lenders and shall survive the making of the Loans herein contemplated regardless of any investigation made by any Lender or on its behalf and shall continue in full force and effect so long as any amount due or to become due

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hereunder is outstanding and unpaid and so long as the Total Revolving Credit Commitment has not been terminated. All statements in any such certificate or other instrument shall constitute representations and warranties by the Loan Party hereunder with respect to the Borrower.

Section 10.03. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Lender that issues any Letter of Credit), Participants (to the extent provided in paragraph (d) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Agent, the Issuing Lender and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of:

(A) the Borrower, provided that no consent of the Borrower shall be required for an assignment (i) to a Lender, an Affiliate of a Lender, an Approved Fund, (ii) to any other assignee if an Event of Default has occurred and is continuing or (iii) during the primary syndication of the Loans and Revolving Credit Commitments to Persons identified by the Agent on or prior to the Closing Date in consultation with the Borrower;

(B) the Agent;

(C) the Issuing Lender; and

(D) the Swing Line Lender.

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Revolving

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Credit Commitment or Loans, the amount of the Revolving Credit Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Agent) shall not be less than $5,000,000 unless the Agent otherwise consents;

(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of the Total Revolving Credit Commitment or Loans;

(C) the parties to each assignment shall execute and deliver to the Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500;

(D) the assignee, if it was not a Lender immediately prior to such assignment, shall deliver to the Agent an Administrative Questionnaire; and

(E) notwithstanding anything to the contrary contained herein, no assignment to a Person that is not a Permitted Investor shall be permitted.

For the purposes of this Section 10.03(b), the term “Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Acceptance the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 10.05). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this

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Section 10.03 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section.

(iv) The Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Revolving Credit Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Agent, the Issuing Lender and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the Issuing Lender and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(c) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Agent shall accept such Assignment and Acceptance and record the information contained therein in the Register; provided, that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.02, 2.03(e) or (f), 2.05(b), 2.18(d) or 10.05(c), the Agent shall have no obligation to accept such Assignment and Acceptance and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(d) (i) Any Lender may, without the consent of the Borrower, the Agent the Issuing Lender or the Swing Line Lender, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and the Loans owing to it); provided, that (A) each Participant must be a Permitted Investor, (B) such Lender’s obligations under this Agreement shall remain unchanged, (C) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (D) the Borrower, the Agent, the Issuing Lender and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve

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any amendment, modification or waiver of any provision of this Agreement; provided, that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 10.09(a) that affects such Participant. Subject to paragraph (d)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16, and 2.17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.08 as though it were a Lender, provided such Participant agrees to be subject to such Section 8.08 as though it were a Lender.

(ii) A Participant shall not be entitled to receive any greater payment under Section 2.15 and 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.17 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.17(e) as though it were a Lender.

(e) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided, that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(f) Any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 10.03, disclose to the assignee or participant or proposed assignee or participant, any information relating to a Loan Party furnished to such Lender by or on behalf of a Loan Party; provided, that prior to any such disclosure, each such assignee or participant or proposed assignee or participant shall agree in writing to be bound by the provisions of Section 10.04 or provisions no less restrictive than those contained in Section 10.04.

(g) The Borrower hereby agrees, to the extent set forth in the Commitment Letter, to actively assist and cooperate with the Agent in connection with the primary syndication of the Revolving Credit Commitments.

Section 10.04. Confidentiality. Each of the Agent (which term for purposes of this Section 10.04 shall include the Arrangers and the Syndication Agent), the Issuing Lender, the Swing Line Lender and the Lenders agrees to

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keep any information delivered or made available by any Loan Party to it confidential from anyone other than persons employed or retained by them who are or are expected to become engaged in evaluating, approving, structuring or administering the Loans; provided, that nothing herein shall prevent any of the foregoing parties from disclosing such information (i) to any of their employees, partners, officers, directors, agents, legal counsel, independent auditors, advisors or Affiliates (or to any of such Affiliates’ employees, partners, officers, directors, agents, legal counsel, independent auditors or advisors) or to any other Lender, provided such Person agrees to keep such information confidential to the same extent required hereunder, (ii) to any direct or indirect contractual counterparties (or the professional advisors thereto) to any swap or derivative transaction relating to the Borrower and its obligations hereunder, provided such Person agrees to keep such information confidential to the same extent required hereunder, (iii) to any rating agency when required by it, provided such Person agrees to keep such information confidential to the same extent required hereunder, (iv) upon the order of any court or administrative agency, (v) upon the request or demand of any regulatory or self-regulatory agency or authority, (vi) which has been publicly disclosed other than as a result of a disclosure by any of the foregoing parties which is not permitted by this Agreement, (vii) in connection with any litigation to which the Arrangers, the Agent, the Syndication Agent, the Issuing Lender, the Swing Line Lender, any Lender, or their respective Affiliates may be a party to the extent reasonably required, (viii) to the extent reasonably required in connection with the exercise of any remedy hereunder and (ix) to any actual or proposed participant or assignee of all or part of its rights hereunder subject to the proviso in Section 10.03(f). The Agent, the Issuing Lender, the Swing Line Lender and each Lender shall use reasonable efforts to notify the Borrower prior to making any disclosure under clauses (iv) and (vii) of this Section 10.04, unless prohibited by law, regulation or order of any court or administrative agency. In addition, the Arrangers, the Agent and each Lender may disclose the existence of this Agreement and the information about this Agreement to market data collectors, similar services providers to the lending industry, and service providers to the Arrangers, the Agent and the Lenders in connection with the administration and management of this Agreement and the other Loan Documents.

Section 10.05. Expenses; Indemnity; Damage Waiver. (a) (i) The Borrower shall pay or reimburse: (x) all reasonable fees and reasonable out of pocket expenses of the Arrangers, the Agent and the Syndication Agent (including the reasonable fees, disbursements and other charges of Davis Polk & Wardwell (“DPW”), special counsel to the Arrangers, and any other counsel retained by DPW or the Arrangers) associated with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents and any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated); and (y) all reasonable fees and reasonable out of pocket expenses of the Agent and the Arrangers (including the reasonable fees, disbursements and other charges of DPW, special counsel to the Arrangers, and any other counsel retained by DPW or the Arrangers) and the Lenders in connection with the enforcement of the Loan Documents.

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(ii) The Borrower shall pay or reimburse (x) all reasonable fees and reasonable expenses of the Agent and the Arrangers and their internal and third-party auditors, appraisers and consultants incurred in connection with the (i) initial and ongoing appraisals and collateral field examinations, (ii) monthly and other monitoring of assets and (iii) other miscellaneous disbursements; and (y) all reasonable fees and reasonable expenses of the Issuing Lenders in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand or any payment thereunder.

All payments or reimbursements pursuant to the foregoing clauses (a)(i) and (ii) shall be payable promptly upon written demand together with back-up documentation supplying such reimbursement request.

(b) The Borrower shall indemnify the Agent, the Arrangers, the Syndication Agent, the Issuing Lenders, the Swing Line Lender and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of the Loan Documents or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Holdco Group, or any Environmental Liability related in any way to the Holdco Group, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee.

(c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Agent, the Arrangers, the Syndication Agent, the Issuing Lender or the Swing Line Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Agent , the Arrangers, the Syndication Agent, the Issuing Lender or the Swing Line Lender, as the case may be, such

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portion of the unpaid amount equal to such Lender’s Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Agent, the Arrangers, the Syndication Agent, the Issuing Lender or the Swing Line Lender in its capacity as such.

(d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.

Section 10.06. Choice of Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL IN ALL RESPECTS BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

Section 10.07. No Waiver. No failure on the part of the Agent, the Arrangers, the Issuing Lender, the Swing Line Lender or any of the Lenders to exercise, and no delay in exercising, any right, power or remedy hereunder or any of the other Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law.

Section 10.08. Extension of Maturity. Should any payment of principal of or interest or any other amount due hereunder become due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day and, in the case of principal, interest shall be payable thereon at the rate herein specified during such extension.

Section 10.09. Amendments, Etc.

(a) No modification, amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders (or by the Agent with the signed written consent of the Required Lenders); provided, however, that no such modification or amendment shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan or L/C Disbursement, without the prior

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written consent of each Lender directly affected thereby, (ii) increase or extend the Revolving Credit Commitment of or decrease or extend the date for payment of any Fees to any Lender without the prior written consent of such Lender (it being understood that a waiver of an Event of Default shall not constitute an increase in the Revolving Credit Commitment of a Lender), (iii) amend or modify the pro rata requirements of Section 2.18, the provisions of Section 10.03(a)(i), the provisions of this Section or the definition of the terms “Required Lenders” or “Super-majority Lenders” without the prior written consent of each Lender, (iv) release all or substantially all of the Liens granted to the Agent hereunder or under any other Loan Document, or release all or substantially all of the Guarantors without the prior written consent of each Lender or (v) increase the advance rates or add new asset categories to the Borrowing Base without the prior written consent of the Super-majority Lenders; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Agent , the Issuing Lender or the Swing Line Lender hereunder or under any other Loan Document without the prior written consent of the Agent, the Issuing Lender or the Swing Line Lender, as applicable. No notice to or demand on any Loan Party shall entitle any Loan Party to any other or further notice or demand in the same, similar or other circumstances. Each assignee under Section 10.03(b) shall be bound by any amendment, modification, waiver, or consent authorized as provided herein, and any consent by a Lender shall bind any Person subsequently acquiring an interest on the Loans held by such Lender. No amendment to this Agreement shall be effective against any Loan Party unless (i) in the case of an amendment to this Agreement other than to Article 9 hereof, such amendment is signed by the Borrower and (ii) in the case of an amendment to Article 9 of this Agreement, such amendment is signed by such Loan Party.

(b) Notwithstanding anything to the contrary contained in Section 10.09(a), in the event that the Borrower requests that this Agreement be modified or amended in a manner which would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Super-majority Lenders (as hereinafter defined), then with the consent of the Borrower and the Super-majority Lenders, the Borrower and the Super-majority Lenders shall be permitted to amend the Agreement without the consent of the Lender or Lenders which did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) to provide for (w) the termination of the Revolving Credit Commitment of each of the Minority Lenders, (x) the addition to this Agreement of one or more other financial institutions (each of which shall be an Eligible Assignee), or an increase in the Revolving Credit Commitment of one or more of the Super-majority Lenders, so that the Total Revolving Credit Commitment after giving effect to such amendment shall be in the same amount as the Total Revolving Credit Commitment immediately before giving effect to such amendment, (y) if any Loans are outstanding at the time of such amendment, the making of such additional Loans by such new financial institutions or Super-majority Lender or Lenders, as the case may be, as may be necessary to repay in full the outstanding Loans of the Minority Lenders immediately before giving effect to such

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amendment and (z) such other modifications to this Agreement as may be appropriate. As used herein, the term “Super-majority Lenders” shall mean, at any time, Lenders holding Loans (excluding Swing Line Loans), LC Exposure, Swing Line Exposure and unused Revolving Credit Commitments representing at least 66-2/3% of the sum of all Loans (excluding Swing Line Loans), LC Exposure, Swing Line Exposure and unused Revolving Credit Commitments outstanding.

(c) The Agent, the Issuing Lender, the Swing Line Lender and the Lenders agree that a Subsidiary Guarantor shall be released from its guarantee of the Secured Obligations pursuant to Article 9 hereof (and shall cease to be a Subsidiary Guarantor) upon consummation of any transaction permitted under this Agreement that results in it ceasing to be a direct or indirect Domestic Subsidiary of the Borrower. The Agent, the Issuing Lender, the Swing Line Lender and the Lenders also agree that the Liens granted to the Agent on any Collateral pursuant to the Security Documents shall be automatically released (i) to the extent the property constituting such Collateral is owned by any Subsidiary Guarantor, upon the release of such Subsidiary Guarantor from its guarantee of the Secured Obligations in accordance with the preceding sentence, (ii) upon the sale or other disposition of such Collateral to any Person that is not (and is not required to be) a Loan Party, to the extent such sale or other disposition is made in compliance with the terms of this Agreement (and the Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry) and (iii) as is in the judgment of the Agent required to effect any sale or other disposition of Collateral in connection with any exercise of remedies of the Agent pursuant to the Security Documents. The Lenders hereby authorize the Agent to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Subsidiary Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender.

Section 10.10. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

Section 10.11. Headings. Section headings used herein are for convenience only and are not to affect the construction of or be taken into consideration in interpreting this Agreement.

Section 10.12. Survival. All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive

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the execution and delivery of this Agreement and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Agent, the Issuing Lender or any Lender may have had notice or knowledge of any Event of Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Revolving Credit Commitments have not expired or terminated. The provisions of Sections 2.14, 2.15, 2.16 and 10.05 and Article 8 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Revolving Credit Commitments or the termination of this Agreement or any provision hereof.

Section 10.13. Execution in Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single agreement. This Agreement and any separate letter agreements with respect to fees payable to the Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Agent and when the Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 10.14. Prior Agreements. This Agreement represents the entire agreement of the parties with regard to the subject matter hereof and the terms of any letters and other documentation entered into between any Loan Party and any Lender or the Agent prior to the execution of this Agreement which relate to Loans to be made hereunder shall be replaced by the terms of this Agreement (except as otherwise expressly provided in the Commitment Letter and the fee letter referred to therein).

Section 10.15. Further Assurances. Whenever and so often as reasonably requested by the Agent, the Loan Parties will promptly execute and deliver or cause to be executed and delivered all such other and further instruments, documents or assurances, and promptly do or cause to be done all such other and further things as may be necessary and reasonably required in order to further and more fully vest in the Agent all rights, interests, powers, benefits, privileges and advantages conferred or intended to be conferred by this Agreement and the other Loan Documents.

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Section 10.16. Patriot Act. Each Lender that is subject to the requirements of the Patriot Act hereby notifies the Borrower that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the each Loan Party in accordance with the Patriot Act.

Section 10.17. Jurisdiction; Consent To Service Of Process.

(a) Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each party hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.

(b) Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or, except to the extent expressly provided therein, any other Loan Document in any court referred to in paragraph (a) of this Section 10.17. Each party hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c) Each party hereto hereby irrevocably consents to service of process in the manner provided for notices in Section 10.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by law.

Section 10.18. Waiver of Jury Trial. EACH OF THE BORROWER, THE GUARANTORS, THE AGENT AND EACH LENDER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.

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Section 10.19. Intercreditor Agreement. Reference is made to the Intercreditor Agreement. Each Lender hereunder (a) acknowledges that it has received a copy of the Intercreditor Agreement, (b) consents to the subordination of Liens provided for in the Intercreditor Agreement, (c) agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement and (d) authorizes and instructs the Agent to enter into the Intercreditor Agreement as Representative and on behalf of such Lender. The foregoing provisions are intended as an inducement to the Lenders and to the lenders under the Term Loan Documents to extend credit to the Borrower and to permit the incurrence of Indebtedness under this Agreement and the Term Loan Documents, and such lenders are intended third party beneficiaries of such provisions.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and the year first written.

BORROWER:
TOWER AUTOMOTIVE HOLDINGS USA, LLC
By:	/s/ Dev B. Kapadia
	Name: Dev B. Kapadia
	Title: President
GUARANTORS:
TOWER AUTOMOTIVE, LLC
By:	/s/ Dev B. Kapadia
	Name: Dev B. Kapadia
	Title: President
TOWER AUTOMOTIVE HOLDINGS I, LLC
By:	/s/ Dev B. Kapadia
	Name: Dev B. Kapadia
	Title: President
TOWER AUTOMOTIVE HOLDINGS II(a), LLC
By:	/s/ Dev B. Kapadia
	Name: Dev B. Kapadia
	Title: President
TOWER AUTOMOTIVE HOLDINGS II(b), LLC
By:	/s/ Dev B. Kapadia
	Name: Dev B. Kapadia
	Title: President

(Signature Page to Revolving Credit and Guaranty Agreement)

GUARANTORS:
TOWER AUTOMOTIVE OPERATIONS USA I, LLC
By:	/s/ Dev B. Kapadia
	Name: Dev B. Kapadia
	Title: President
TOWER AUTOMOTIVE OPERATIONS USA II, LLC
By:	/s/ Dev B. Kapadia
	Name: Dev B. Kapadia
	Title: President
TOWER AUTOMOTIVE OPERATIONS USA III, LLC
By:	/s/ Dev B. Kapadia
	Name: Dev B. Kapadia
	Title: President

(Signature Page to Revolving Credit and Guaranty Agreement)

AGENT, ISSUING LENDER, SWING LINE LENDER AND LENDERS: JPMORGAN CHASE BANK, N.A., as Agent, Issuing Lender, Swing Line Lender and Lender
By:	/s/ Richard W. Duker
	Name: Richard W. Duker
	Title: Managing Director
GOLDMAN SACHS CREDIT PARTNERS L.P., as Lender
By:	/s/ Thomas G. Connolly
	Name: Thomas G. Connolly
	Title: Vice President

(Signature Page to Revolving Credit and Guaranty Agreement)

MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services Inc., as Co-Documentation Agent and Lender
By:	/s/ Edward Shuster
	Name: Edward Shuster
	Title: Assistant Vice President

(Signature Page to Revolving Credit and Guaranty Agreement)

WACHOVIA CAPITAL FINANCE (CENTRAL), as Co-Documentation Agent and Lender
By:	/s/ Scott T. Collins
	Name: Scott T. Collins
	Title: Director

(Signature Page to Revolving Credit and Guaranty Agreement)

WELLS FARGO FOOTHILL, LLC, as Co-Documentation Agent and Lender
By:	/s/ Maged Ghebrial
	Name: Maged Ghebrial
	Title: Vice President

(Signature Page to Revolving Credit and Guaranty Agreement)

STATE OF CALIFORNIA PUBLIC EMPLOYEES’ RETIREMENT SYSTEM, as Lender
By:	/s/ Arnold B. Phillips
	Name: Arnold B. Phillips
	Title: Senior Portfolio Manager

(Signature Page to Revolving Credit and Guaranty Agreement)

GENERAL ELECTRIC CAPITAL CORPORATION, as Lender
By:	/s/ Dwayne L. Coker
	Name: Dwayne L. Coker
	Title: Duly Authorized Signatory

(Signature Page to Revolving Credit and Guaranty Agreement)

EX-10.2

Exhibit 10.2

EXECUTION COPY

AMENDMENT NO. 1 TO REVOLVING CREDIT AND GUARANTY AGREEMENT

AMENDMENT NO. 1 (this “Amendment”) dated as of May 5, 2008 to the Revolving Credit and Guaranty Agreement dated as of July 31, 2007 (the “Credit Agreement”), among Tower Automotive Holdings USA, LLC, the Guarantors from time to time party thereto, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (the “Agent”).

WHEREAS, the parties hereto wish to amend the Credit Agreement on the terms and subject to the conditions set forth below.

NOW THEREFORE, the parties hereto agree as follows:

Section 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Credit Agreement shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby.

Section 2. Amendments. The Credit Agreement is hereby amended as follows:

(a) Section 6.03(g) is amended by replacing “€25,000,000” with “€50,000,000”.

(b) Section 6.06(e) is amended by replacing “€25,000,000” with “€50,000,000”.

Section 3. Representations of Borrower. The Borrower represents and warrants that (i) the representations and warranties of the Loan Parties set forth in Article 3 of the Credit Agreement will be true and correct in all material respects on and as of the Amendment Effective Date (as defined below); provided, that any representation and warranty that is qualified as to “materiality” “Material Adverse Effect” or similar language will be true and correct in all respects on and as of the Amendment Effective Date and (ii) no Default will have occurred and be continuing on such date.

Section 4. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

Section 5. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

Section 6. Effectiveness. This Amendment shall become effective on the date (the “Amendment Effective Date”) on which each of the following conditions have been met:

(a) the Agent shall have received from the Borrower and Lenders constituting the Required Lenders a counterpart hereof signed by such party or facsimile or other written confirmation (in form satisfactory to the Agent) that such party has signed a counterpart hereof;

(b) Amendment No. 2 to the First Lien Term Loan Agreement shall have become effective (or shall become effective substantially simultaneously with the effectiveness of this Amendment); and

(c) Amendment No. 2 to the Second Lien Term Loan Agreement shall have become effective (or shall become effective substantially simultaneously with the effectiveness of this Amendment).

[signature pages follow]

2

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

BORROWER:
TOWER AUTOMOTIVE HOLDINGS USA, LLC
By:	/s/ James C. Gouin
	Name: James C. Gouin
	Title: Vice President
LENDERS:
JPMORGAN CHASE BANK, N.A.
By:	/s/ Richard W. Duker
	Name: Richard W. Duker
	Title: Managing Director
GOLDMAN SACHS CREDIT PARTNERS L.P.
By:	/s/ Robert W. Schatzman
	Name: Robert W. Schatzman
	Title: Authorized Signatory

GENERAL ELECTRIC CAPITAL CORPORATION
By:	/s/ Rebecca L. Milligan
	Name: Rebecca L. Milligan
	Title: Duly Authorized Signatory

GE Business Financial Services Inc. (formerly known as Merrill Lynch Business Financial Services Inc.)
By:	/s/ Rebecca L. Milligan
	Name: Rebecca L. Milligan
	Title: Duly Authorized Signatory

Wells Fargo Foothill, LLC
By:	/s/ Rina Shinoda
	Name: Rina Shinoda
	Title: Vice President

Wachovia Capital Finance (Central)
By:	/s/ Scott T. Collins
	Name: Scott T. Collins
	Title: Director

Allied Irish Banks, plc
By:	/s/ Martin S. Chin
	Name: Martin S. Chin
	Title: Senior Vice President
Allied Irish Banks, plc
By:	/s/ Mia Bolin
	Name: Mia Bolin
	Title: Asst. Vice President

EX-10.3

Exhibit 10.3

EXECUTION COPY

ABL SECURITY AGREEMENT

Dated as of

July 31, 2007

Among

TOWER AUTOMOTIVE HOLDINGS USA, LLC,

THE GUARANTORS PARTY HERETO

and

JPMORGAN CHASE BANK, N.A.,

as Agent

TABLE OF CONTENTS

		PAGE
SECTION 1.	Definitions	1
SECTION 2.	Grant of Transaction Liens	10
SECTION 3.	General Representations and Warranties	11
SECTION 4.	Further Assurances; General Covenants	13
SECTION 5.	Equipment	14
SECTION 6.	Recordable Intellectual Property	15
SECTION 7.	Investment Property	15
SECTION 8.	Controlled Deposit Accounts	18
SECTION 9.	Cash Collateral Accounts	18
SECTION 10.	Operation of Collateral Accounts	19
SECTION 11.	Transfer Of Record Ownership	20
SECTION 12.	Right to Vote Securities	20
SECTION 13.	Remedies upon Event of Default	21
SECTION 14.	Application of Proceeds	22
SECTION 15.	Fees and Expenses; Indemnification	24
SECTION 16.	Authority to Administer Collateral	25
SECTION 17.	Limitation on Duty in Respect of Collateral	25
SECTION 18.	General Provisions Concerning the Agent	26
SECTION 19.	Termination of Transaction Liens; Release of Collateral	27
SECTION 20.	Additional Lien Grantors	27
SECTION 21.	Notices	27
SECTION 22.	No Implied Waivers; Remedies Not Exclusive	27
SECTION 23.	Successors and Assigns	27
SECTION 24.	Amendments and Waivers	28
SECTION 25.	Choice of Law	28
SECTION 26.	Waiver of Jury Trial	28
SECTION 27.	Severability	28
SECTION 28.	Credit Agreement	28
SECTION 29.	Intercreditor Agreement	28

SCHEDULES:

Schedule 1	Equity Interests in Subsidiaries and Affiliates Owned by Original Lien Grantors
Schedule 2	Other Investment Property Owned by Original Lien Grantors

EXHIBITS:

Exhibit A	Security Agreement Supplement
Exhibit B	Copyright Security Agreement
Exhibit C	Patent Security Agreement
Exhibit D	Trademark Security Agreement
Exhibit E	Perfection Certificate
Exhibit F	Issuer Control Agreement
Exhibit G	Securities Account Control Agreement
Exhibit H	Deposit Account Control Agreement

ii

Exhibit 10.3

ABL SECURITY AGREEMENT

ABL SECURITY AGREEMENT, dated as of July 31, 2007 (this “Agreement”) among TOWER AUTOMOTIVE HOLDINGS USA, LLC, the GUARANTORS party hereto and JPMORGAN CHASE BANK, N.A., as agent (in such capacity, the “Agent”).

WHEREAS, the Borrower is entering into the Credit Agreement described in Section 1 hereof, pursuant to which the Borrower intends to borrow funds and obtain letters of credit for the purposes set forth therein;

WHEREAS, the Borrower is willing to secure (i) its obligations under the Credit Agreement, (ii) its obligations under interest rate hedging arrangements designed to mitigate the risk that interest rates payable under the Credit Agreement will fluctuate and (iii) certain other obligations, by granting Liens on its assets to the Agent as provided in the Security Documents;

WHEREAS, pursuant to the Credit Agreement, Holdings, Holdco and Foreign Holdco are guaranteeing the foregoing obligations of the Borrower, and Holdco and Foreign Holdco are willing to secure their guarantees thereof by granting Liens on their assets to the Agent as provided in the Security Documents;

WHEREAS, pursuant to the Credit Agreement, the Borrower is causing each of its domestic subsidiaries to guarantee the foregoing obligations of the Borrower, and the Borrower is willing to cause each of its domestic subsidiaries to secure its guarantee thereof by granting Liens on its assets to the Agent as provided in the Security Documents;

WHEREAS, the Lenders and the Issuing Lender are not willing to make loans or issue or participate in letters of credit under the Credit Agreement, and the counterparties to the interest rate hedging arrangements referred to above are not willing to enter into or maintain them, unless (i) the foregoing obligations of the Borrower are secured and guaranteed as described above and (ii) each guarantee thereof is secured by Liens on assets of the relevant Guarantor as provided in the Security Documents; and

WHEREAS, upon any foreclosure or other enforcement of the Security Documents, the net proceeds of the relevant Collateral are to be received by or paid over to the Agent and applied as provided herein and in the Intercreditor Agreement;

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Definitions.

(a) Terms Defined in Credit Agreement. Terms defined in the Credit Agreement and not otherwise defined in subsection (b) or (c) of this Section have, as used herein, the respective meanings provided for therein.

(b) Terms Defined in UCC. As used herein, each of the following terms has the meaning specified in the UCC:

Term	UCC
Account	9-102
Authenticate	9-102
Certificated Security	8-102
Chattel Paper	9-102
Commodity Account	9-102
Commodity Customer	9-102
Deposit Account	9-102
Document	9-102
Entitlement Holder	8-102
Entitlement Order	8-102
Equipment	9-102
Financial Asset	8-102 & 103
General Intangibles	9-102
Instrument	9-102
Inventory	9-102
Investment Property	9-102
Proceeds	9-102
Record	9-102
Securities Account	8-501
Securities Intermediary	8-102
Security	8-102 & 103
Security Entitlement	8-102
Supporting Obligations	9-102
Uncertificated Security	8-102

(c) Additional Definitions. The following additional terms, as used herein, have the following meanings:

“ABL Termination Date” shall have the meaning given such term in the Intercreditor Agreement.

“Applicable Agent” shall mean (i) for purposes of the definition of Controlled Deposit Account and Controlled Securities Account as such definitions are used in this Agreement, (A) at all times prior to the ABL Termination Date, the Agent, (B) at all times after the ABL Termination Date but prior to the First Lien Term Loan Facility Termination Date, the First Lien Term Loan Agent and (C) at all times after the ABL Termination Date and after the First Lien Term Loan Facility Termination Date, the Second Lien Term Loan Agent and (ii) for all other purposes, (A) at all times prior to the First Lien Term

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Loan Facility Termination Date, the First Lien Term Loan Agent, (B) at all times after the First Lien Term Loan Facility Termination Date but prior to the Second Lien Term Loan Facility Termination Date, the Second Lien Term Loan Agent and (C) at all times after the First Lien Term Loan Facility Termination Date and after the Second Lien Term Loan Facility Termination Date, the Agent.

“Cash Collateral Accounts” shall have the meaning given such term in Section 9(a).

“Collateral” shall mean all property, whether now owned or hereafter acquired, on which a Lien is granted or purports to be granted to the Agent pursuant to the Security Documents. When used with respect to a specific Lien Grantor, the term “Collateral” means all its property on which such a Lien is granted or purports to be granted.

“Collateral Accounts” shall mean the Cash Collateral Accounts, the Controlled Deposit Accounts and the Controlled Securities Accounts.

“Common Collateral” shall have the meaning given such term in the Intercreditor Agreement.

“Contingent Secured Obligation” shall mean, at any time, any Secured Obligation (or portion thereof) that is contingent in nature at such time, including any Secured Obligation that is:

(i) an obligation to reimburse a bank for drawings not yet made under a letter of credit issued by it;

(ii) an obligation under a Hedging Agreement to make payments that cannot be quantified at such time;

(iii) any other obligation (including any guarantee) that is contingent in nature at such time; or

(iv) an obligation to provide collateral to secure any of the foregoing types of obligations.

“Control” shall have the following meanings:

(a) when used with respect to any Security or Security Entitlement, the meaning specified in UCC Section 8-106; and

(b) when used with respect to any Deposit Account, the meaning specified in UCC Section 9-104.

“Controlled Deposit Account” shall mean a Deposit Account (i) that is subject to a Deposit Account Control Agreement in the form of Exhibit H or in such other form as is reasonably acceptable to the Applicable Agent or (ii) as to which the Applicable Agent is the Depositary Bank’s “customer” (as defined in UCC Section 4-104).

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“Controlled Securities Account” shall mean a Securities Account that (i) is maintained in the name of a Lien Grantor at an office of a Securities Intermediary located in the United States and (ii) together with all Financial Assets credited thereto and all related Security Entitlements, is subject to a Securities Account Control Agreement among such Lien Grantor, the Applicable Agent and such Securities Intermediary.

“Copyright License” shall mean any agreement now or hereafter in existence granting to any Lien Grantor, or pursuant to which any Lien Grantor grants to any other Person, any right to use, copy, reproduce, distribute, prepare derivative works, display or publish any records or other materials on which a Copyright is in existence or may come into existence, including any agreement identified in Schedule 1 to any Copyright Security Agreement.

“Copyrights” shall mean all the following: (i) all copyrights under the laws of the United States or any other country (whether or not the underlying works of authorship have been published), all registrations and recordings thereof, all copyrightable works of authorship (whether or not published), and all applications for copyrights under the laws of the United States or any other country, including registrations, recordings and applications in the United States Copyright Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, including those described in Schedule 1 to any Copyright Security Agreement, (ii) all renewals of any of the foregoing, (iii) all claims for, and rights to sue for, past or future infringements of any of the foregoing, and (iv) all income, royalties, damages and payments now or hereafter due or payable with respect to any of the foregoing, including damages and payments for past or future infringements thereof.

“Copyright Security Agreement” shall mean a Copyright Security Agreement, substantially in the form of Exhibit B, executed and delivered by a Lien Grantor in favor of the Agent for the benefit of the Secured Parties.

“Credit Agreement” shall mean the Revolving Credit and Guaranty Agreement dated as of July 31, 2007 among Tower Automotive Holdings USA, LLC, as borrower, Tower Automotive, LLC, Tower Automotive Holdings I, LLC, Tower Automotive Holdings II(a), LLC, Tower Automotive Holdings II(b), LLC and the other guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

“Depositary Bank” shall mean a bank at which a Controlled Deposit Account is maintained.

“Equity Interest” shall mean (i) in the case of a corporation, any shares of its capital stock, (ii) in the case of a limited liability company, any membership interest therein, (iii) in the case of a partnership, any partnership interest (whether

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general or limited) therein, (iv) in the case of any other business entity, any participation or other interest in the equity or profits thereof, (v) any warrant, option or other right to acquire any Equity Interest described in this definition or (vi) any Security Entitlement in respect of any Equity Interest described in this definition.

“First Lien Term Loan Agent” shall have the meaning given such term in the Intercreditor Agreement.

“First Lien Term Loan Agreement” shall mean that certain First Lien Term Loan and Guaranty Agreement, dated as of July 31, 2007, by and among Tower Automotive Holdings USA, LLC and Tower Automotive Holdings Europe B.V., as borrowers, the other guarantors party thereto, the lenders parties thereto and JPMorgan Chase Bank, N.A., as administrative agent.

“First Lien Term Loan Facility Termination Date” shall have the meaning given such term in the Intercreditor Agreement.

“First Lien Term Loan Security Agreement” shall have the meaning given such term in the Intercreditor Agreement.

“Intellectual Property Filing” shall mean (i) with respect to any Patent, Patent License, Trademark or Trademark License, the filing of the applicable Patent Security Agreement or Trademark Security Agreement with the United States Patent and Trademark Office, together with an appropriately completed recordation form, and (ii) with respect to any Copyright or Copyright License, the filing of the applicable Copyright Security Agreement with the United States Copyright Office, together with an appropriately completed recordation form, in each case sufficient to record the Transaction Lien granted to the Agent in such Recordable Intellectual Property.

“Intellectual Property Security Agreement” shall mean a Copyright Security Agreement, a Patent Security Agreement or a Trademark Security Agreement.

“Issuer Control Agreement” shall mean an Issuer Control Agreement substantially in the form of Exhibit F (with any changes that the Agent shall have approved).

“Lien Grantors” shall mean the Borrower and the Guarantors (other than Holdings).

“Liquidity Trigger Period shall have the meaning given such term in the ABL Credit Agreement.

“LLC Interest” shall mean a membership interest or similar interest in a limited liability company.

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“Non-Contingent Secured Obligation” shall mean at any time any Secured Obligation (or portion thereof) that is not a Contingent Secured Obligation at such time.

“Original Lien Grantor” shall mean any Lien Grantor that grants a Lien on any of its assets hereunder on the Closing Date.

“own” refers to the possession of sufficient rights in property to grant a security interest therein as contemplated by UCC Section 9-203, and “acquire” refers to the acquisition of any such rights.

“Partnership Interest” shall mean a partnership interest, whether general or limited.

“Patent License” shall mean any agreement now or hereafter in existence granting to any Lien Grantor, or pursuant to which any Lien Grantor grants to any other Person, any right with respect to any Patent or any invention now or hereafter in existence, whether patentable or not, whether a patent or application for patent is in existence on such invention or not, and whether a patent or application for patent on such invention may come into existence or not, including any agreement identified in Schedule 1 to any Patent Security Agreement.

“Patents” shall mean (i) all letters patent and design letters patent of the United States or any other country and all applications for letters patent or design letters patent of the United States or any other country, including applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, including those described in Schedule 1 to any Patent Security Agreement, (ii) all reissues, divisions, continuations, continuations in part, revisions and extensions of any of the foregoing, (iii) all claims for, and rights to sue for, past or future infringements of any of the foregoing and (iv) all income, royalties, damages and payments now or hereafter due or payable with respect to any of the foregoing, including damages and payments for past or future infringements thereof.

“Patent Security Agreement” shall mean a Patent Security Agreement, substantially in the form of Exhibit C, executed and delivered by a Lien Grantor in favor of the Agent for the benefit of the Secured Parties.

“Perfection Certificate” shall mean, with respect to any Lien Grantor, a certificate substantially in the form of Exhibit E, completed and supplemented with the schedules contemplated thereby to the satisfaction of the Agent, and signed by an officer of such Lien Grantor.

“Permitted Liens” shall mean (i) the Transaction Liens and (ii) any other Liens on the Collateral permitted to be created or assumed or to exist pursuant to Section 6.01 of the Credit Agreement.

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“Personal Property Collateral” shall mean all property included in the Collateral except Real Property Collateral.

“Pledged”, when used in conjunction with any type of asset, shall mean at any time an asset of such type that is included (or that creates rights that are included) in the Collateral at such time. For example, “Pledged Equity Interest” means an Equity Interest that is included in the Collateral at such time.

“Post-Petition Interest” shall mean any interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of any one or more of the Lien Grantors (or would accrue but for the operation of applicable bankruptcy or insolvency laws), whether or not such interest is allowed or allowable as a claim in any such proceeding.

“Real Property Collateral” shall mean all real property (including leasehold interests in real property) included in the Collateral.

“Recordable Intellectual Property” shall mean (i) any Patent registered with the United States Patent and Trademark Office, and any Patent License with respect to a Patent so registered, (ii) any Trademark registered with the United States Patent and Trademark Office, and any Trademark License with respect to a Trademark so registered, (iii) any Copyright registered with the United States Copyright Office and any Copyright License with respect to a Copyright so registered, and all rights in or under any of the foregoing.

“Release Conditions” shall mean the following conditions for terminating all the Transaction Liens:

(i) all Revolving Credit Commitments under the Credit Agreement shall have expired or been terminated;

(ii) all Non-Contingent Secured Obligations (other than any Non-Contingent Secured Obligations in respect of Secured Hedging Obligations) shall have been paid in full; and

(iii) no Contingent Secured Obligations (other than any Contingent Secured Obligations (i) in respect of Secured Hedging Obligations and (ii) in respect of contingent indemnification and expense reimbursement obligations as to which no claim shall have been asserted) shall remain outstanding;

provided that the condition in clause (iii) shall not apply to outstanding Letters of Credit if the Borrower has granted to the Agent, for the benefit of the Lenders, a security interest in cash (or causes a bank acceptable to the Agent and the Issuing Lender to issue a letter of credit naming the Issuing Lender as beneficiary) in an amount not less than 105% of the LC Exposure (plus any accrued and unpaid interest thereon) as of the date of such termination, on terms and conditions and pursuant to documentation reasonably satisfactory to the Agent and the Issuing Lender.

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“Second Lien Term Loan Agent” shall have the meaning given such term in the Intercreditor Agreement.

“Second Lien Term Loan Agreement” shall mean that certain Second Lien Term Loan and Guaranty Agreement, dated as of July 31, 2007, by and among Tower Automotive Holdings USA, LLC and Tower Automotive Holdings Europe B.V., as borrowers, the other guarantors party thereto, the lenders parties thereto and Goldman Sachs Credit Partners L.P., as administrative agent.

“Second Lien Term Loan Facility Termination Date” shall have the meaning given such term in the Intercreditor Agreement.

“Second Lien Term Loan Security Agreement” shall have the meaning given such term in the Intercreditor Agreement.

“Secured Agreement”, when used with respect to any Secured Obligation, refers collectively to each instrument, agreement or other document that sets forth obligations of the Borrower, obligations of a guarantor and/or rights of the holder with respect to such Secured Obligation.

“Secured Parties” shall mean the holders from time to time of the Secured Obligations.

“Security Agreement Supplement” shall mean a Security Agreement Supplement, substantially in the form of Exhibit A, signed and delivered to the Agent for the purpose of adding a Subsidiary as a party hereto pursuant to Section 20 and/or adding additional property to the Collateral.

“Trademark License” shall mean any agreement now or hereafter in existence granting to any Lien Grantor, or pursuant to which any Lien Grantor grants to any other Person, any right to use any Trademark, including any agreement identified in Schedule 1 to any Trademark Security Agreement.

“Trademarks” shall mean: (i) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos, brand names, trade dress, prints and labels on which any of the foregoing have appeared or appear, package and other designs, and all other source or business identifiers, and all general intangibles of like nature, and the rights in any of the foregoing which arise under applicable law, (ii) the goodwill of the business symbolized thereby or associated with each of them, (iii) all registrations and applications in connection therewith, including registrations and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, including those described in Schedule 1 to any Trademark Security Agreement, (iv) all renewals of any of the foregoing, (v) all

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claims for, and rights to sue for, past or future infringements of any of the foregoing and (vi) all income, royalties, damages and payments now or hereafter due or payable with respect to any of the foregoing, including damages and payments for past or future infringements thereof.

“Trademark Security Agreement” shall mean a Trademark Security Agreement, substantially in the form of Exhibit D, executed and delivered by a Lien Grantor in favor of the Agent for the benefit of the Secured Parties.

“Transaction Guarantee” shall mean, with respect to each Guarantor, its guarantee of the Secured Obligations under the Credit Agreement or any Joinder Agreement.

“Transaction Liens” shall mean the Liens granted by the Lien Grantors under the Security Documents.

“Type” shall have the meaning specified in the Intercreditor Agreement.

“UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of any Transaction Lien on any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

(d) Terms Generally. The definitions of terms herein (including those incorporated by reference to the UCC or to another document) apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun includes the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references herein to Sections, Exhibits and Schedules shall be construed to refer to Sections of, and Exhibits and Schedules to, this Agreement and (v) the word “property” shall be construed to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

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SECTION 2. Grant of Transaction Liens.

(a) The Borrower, in order to secure the Secured Obligations, and each Guarantor listed on the signature pages hereof, in order to secure its Transaction Guarantee, grants to the Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the Borrower or such Guarantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located:

(i) all Accounts;

(ii) all Chattel Paper;

(iii) all Deposit Accounts;

(iv) all Documents;

(v) all Equipment;

(vi) all General Intangibles (including any Equity Interests in other Persons that do not constitute Investment Property);

(vii) all Instruments;

(viii) all Inventory;

(ix) all Investment Property;

(x) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral;

(xi) such Original Lien Grantor’s ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Agent; and

(xii) all Proceeds of the Collateral described in the foregoing clauses (i) through (xi);

provided that the following property is excluded from the foregoing security interests: (A) motor vehicles the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (B) voting Equity Interests in any Foreign Subsidiary, to the extent (but only to the extent) required to prevent the Collateral from including more than 65% of all voting Equity Interests in such Foreign Subsidiary, (C) United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability

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of such intent-to-use trademark applications under applicable federal law and (D) any property to the extent that the grant of a security interest therein is prohibited by any applicable law or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property or, in the case of any Investment Property, any applicable shareholder or similar agreement, except to the extent that such law or regulation or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law. Each Original Lien Grantor shall use all reasonable efforts to obtain any such required consent that is reasonably obtainable.

(b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation.

(c) The Transaction Liens are granted as security only and shall not subject the Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

SECTION 3. General Representations and Warranties. Each Original Lien Grantor represents and warrants that:

(a) Such Lien Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate.

(b) Schedule 1 lists all Equity Interests in Subsidiaries and Affiliates owned by such Lien Grantor as of the Closing Date. Such Lien Grantor holds all such Equity Interests directly (i.e., not through a Subsidiary, a Securities Intermediary or any other Person).

(c) Schedule 2 lists, as of the Closing Date, (i) all Securities owned by such Lien Grantor (except Securities evidencing Equity Interests in Subsidiaries and Affiliates) and (ii) all Securities Accounts to which Financial Assets are credited in respect of which such Lien Grantor owns Security Entitlements. Such Lien Grantor owns no Commodity Account in respect of which such Lien Grantor is the Commodity Customer.

(d) All Pledged Equity Interests owned by such Lien Grantor are owned by it free and clear of any Lien other than (i) the Transaction Liens and (ii) any inchoate tax liens. All shares of capital stock included in such Pledged Equity

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Interests (including shares of capital stock in respect of which such Lien Grantor owns a Security Entitlement) have been duly authorized and validly issued and are fully paid and non-assessable. None of such Pledged Equity Interests is subject to any option to purchase or similar right of any Person. Such Lien Grantor is not and will not become a party to or otherwise bound by any agreement (except the Loan Documents) which restricts in any manner the rights of any present or future holder of any Pledged Equity Interest with respect thereto.

(e) Such Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any Lien other than Permitted Liens.

(f) Such Lien Grantor has not performed any acts that might prevent the Agent from enforcing any of the provisions of the Security Documents or that would limit the Agent in any such enforcement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Closing Date, no Collateral owned by such Lien Grantor will be in the possession or under the Control of any other Person having a claim thereto or security interest therein, other than a Permitted Lien.

(g) The Transaction Liens on all Personal Property Collateral owned by such Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Closing Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured Obligations or such Lien Grantor’s Transaction Guarantee, as the case may be.

(h) When the relevant Mortgages have been duly executed and delivered, the Transaction Liens on all Real Property Collateral owned by such Lien Grantor as of the Closing Date will have been validly created and will secure all the Secured Obligations or such Lien Grantor’s Transaction Guarantee, as the case may be. When such Mortgages (and memoranda of lease with respect to any leasehold interests included in such Real Property Collateral) have been duly recorded, such Transaction Liens will rank prior to all other Liens (except Permitted Liens) on such Real Property Collateral.

(i) Such Lien Grantor has delivered a Perfection Certificate to the Agent. The information set forth therein is correct and complete as of the Closing Date.

(j) When UCC financing statements describing the Collateral as “all personal property” have been filed in the offices specified in such Perfection Certificate, the Transaction Liens will constitute perfected security interests in the Personal Property Collateral owned by such Lien Grantor to the extent that a

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security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. When, in addition to the filing of such UCC financing statements, the applicable Intellectual Property Filings have been made with respect to such Lien Grantor’s Recordable Intellectual Property (including any future filings required pursuant to Sections 4(a) and 6(a)), the Transaction Liens will constitute perfected security interests in all right, title and interest of such Lien Grantor in its Recordable Intellectual Property to the extent that security interests therein may be perfected by such filings, prior to all Liens and rights of others therein except Permitted Liens. Except for (i) the filing of such UCC financing statements, (ii) such Intellectual Property Filings, (iii) the due recordation of memoranda of lease with respect to the Pledged leasehold interests and (iv) the due recordation of the Mortgages, no registration, recordation or filing with any governmental body, agency or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Transaction Liens or for the enforcement of the Transaction Liens.

(k) Such Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Accounts or Chattel Paper purchased or otherwise acquired by it, as against its assignors and creditors of its assignors.

(l) Such Lien Grantor’s Collateral is insured as required by the Credit Agreement.

(m) All of such Lien Grantor’s Inventory has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended.

SECTION 4. Further Assurances; General Covenants. Each Lien Grantor covenants as follows:

(a) Such Lien Grantor will, from time to time, at the Borrower’s expense, execute, deliver, file and record any statement, assignment, instrument, document, agreement or other paper and take any other action (including any Intellectual Property Filing and any filing of financing or continuation statements under the UCC) that from time to time may be reasonably necessary or desirable, or that the Agent may reasonably request, in order to:

(i) create, preserve, perfect, confirm or validate the Transaction Liens on such Lien Grantor’s Collateral;

(ii) in the case of Pledged Deposit Accounts and Pledged Investment Property, cause the Agent to have Control thereof;

(iii) enable the Agent and the other Secured Parties to obtain the full benefits of the Security Documents; or

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(iv) enable the Agent to exercise and enforce any of its rights, powers and remedies with respect to any of such Lien Grantor’s Collateral.

To the extent permitted by applicable law, such Lien Grantor authorizes the Agent to execute and file such financing statements or continuation statements without such Lien Grantor’s signature appearing thereon. Such Lien Grantor constitutes the Agent its attorney-in-fact to execute and file all Intellectual Property Filings and other filings required or so requested for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; and such power, being coupled with an interest, shall be irrevocable until all the Transaction Liens granted by such Lien Grantor terminate pursuant to Section 19. The Borrower will pay the costs of, or incidental to, any Intellectual Property Filings and any recording or filing of any financing or continuation statements or other documents recorded or filed pursuant hereto.

(b) Such Lien Grantor will not (i) change its name or corporate structure, (ii) change its location (determined as provided in UCC Section 9-307) or (iii) become bound, as provided in UCC Section 9-203(d) or otherwise, by a security agreement entered into by another Person, unless it shall have given the Agent at least 30 days prior notice thereof.

(c) Except for sales of inventory in the ordinary course of business, such Lien Grantor will not sell, lease, exchange, assign or otherwise dispose of, or grant any option with respect to, any of its Collateral; provided that such Lien Grantor may do any of the foregoing unless (i) doing so would violate a covenant in the Credit Agreement or (ii) an Event of Default shall have occurred and be continuing and the Agent shall have notified such Lien Grantor that its right to do so is terminated, suspended or otherwise limited. Concurrently with any sale, lease or other disposition (except a sale or disposition to another Lien Grantor or a lease) permitted by the foregoing proviso, the Transaction Liens on the assets sold or disposed of (but not in any Proceeds arising from such sale or disposition) will cease immediately without any action by the Agent or any other Secured Party. The Agent will, at the Borrower’s expense, execute and deliver to the relevant Lien Grantor such documents as such Lien Grantor shall reasonably request to evidence the fact that any asset so sold or disposed of is no longer subject to a Transaction Lien.

(d) Such Lien Grantor will, promptly upon request, provide to the Agent all information and evidence concerning such Lien Grantor’s Collateral that the Agent may reasonably request from time to time to enable it to enforce the provisions of the Security Documents.

SECTION 5. Equipment. Each Lien Grantor covenants that it will not permit any of its Pledged Equipment to become a fixture to real estate or an accession to any personal property that is not included in the Collateral.

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SECTION 6. Recordable Intellectual Property. Each Lien Grantor covenants as follows:

(a) On the Closing Date (in the case of an Original Lien Grantor) or the date on which it signs and delivers its first Security Agreement Supplement (in the case of any other Lien Grantor), such Lien Grantor will sign and deliver to the Agent Intellectual Property Security Agreements with respect to all Recordable Intellectual Property then owned by it. Within 30 days after each June 30 and December 31 thereafter, it will sign and deliver to the Agent an appropriate Intellectual Property Security Agreement covering any Recordable Intellectual Property owned by it on such June 30 or December 31 that is not covered by any previous Intellectual Property Security Agreement so signed and delivered by it. Each Lien Grantor hereby authorizes the Agent to make all Intellectual Property Filings necessary to record the Transaction Liens on its Recordable Intellectual Property.

(b) Such Lien Grantor will notify the Agent promptly if it knows that any application or registration relating to any Recordable Intellectual Property owned or licensed by it that is material to its business may become abandoned or dedicated to the public, or of any adverse determination or development (including the institution of, or any adverse determination or development in, any proceeding in the United States Copyright Office, the United States Patent and Trademark Office or any court) regarding such Lien Grantor’s ownership of such Recordable Intellectual Property, its right to register or patent the same, or its right to keep and maintain the same. If any of such Lien Grantor’s rights to any Recordable Intellectual Property are infringed, misappropriated or diluted in any material respect by a third party, such Lien Grantor will notify the Agent within 30 days after it learns thereof and will, unless such Lien Grantor shall reasonably determine that such action would be of negligible value, economic or otherwise, promptly sue for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as such Lien Grantor shall reasonably deem appropriate under the circumstances to protect such Recordable Intellectual Property.

SECTION 7. Investment Property. Each Lien Grantor represents, warrants and covenants as follows:

(a) Certificated Securities. On the Closing Date (in the case of an Original Lien Grantor) or the date on which it signs and delivers its first Security Agreement Supplement (in the case of any other Lien Grantor), such Lien Grantor will deliver to the Applicable Agent as Collateral hereunder all certificates representing Pledged Certificated Securities then owned by such Lien Grantor. Thereafter, whenever such Lien Grantor acquires any other certificate representing a Pledged Certificated Security, such Lien Grantor will immediately deliver such certificate to the Applicable Agent as Collateral hereunder. The provisions of this subsection are subject to the limitation in Section 7(j) in the case of voting Equity Interests in a Foreign Subsidiary.

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(b) Uncertificated Securities. On the Closing Date (in the case of an Original Lien Grantor) or the date on which it signs and delivers its first Security Agreement Supplement (in the case of any other Lien Grantor), such Lien Grantor will enter into (and cause the relevant issuer to enter into) an Issuer Control Agreement in respect of each Pledged Uncertificated Security then owned by such Lien Grantor and deliver such Issuer Control Agreement to the Applicable Agent (which shall enter into the same). Thereafter, whenever such Lien Grantor acquires any other Pledged Uncertificated Security, such Lien Grantor will enter into (and cause the relevant issuer to enter into) an Issuer Control Agreement in respect of such Pledged Uncertificated Security and deliver such Issuer Control Agreement to the Applicable Agent (which shall enter into the same). The provisions of this subsection are subject to the limitation in Section 7(j) in the case of voting Equity Interests in a Foreign Subsidiary.

(c) Security Entitlements. On the Closing Date (in the case of an Original Lien Grantor) or the date on which it signs and delivers its first Security Agreement Supplement (in the case of any other Lien Grantor), such Lien Grantor will, with respect to each Security Entitlement then owned by it, enter into (and cause the relevant Securities Intermediary to enter into) a Securities Account Control Agreement in respect of such Security Entitlement and the Securities Account to which the underlying Financial Asset is credited and will deliver such Securities Account Control Agreement to the Applicable Agent (which shall enter into the same). Thereafter, whenever such Lien Grantor acquires any other Security Entitlement, such Lien Grantor will, as promptly as practicable, cause the underlying Financial Asset to be credited to a Controlled Securities Account. Notwithstanding the foregoing provisions of this clause (c), the Lien Grantors have the right not to comply therewith with respect to Securities Accounts having an aggregate value of less than $1,000,000 in the aggregate for all Lien Grantors; provided, that if an Event of Default occurs and is continuing, the Applicable Agent may terminate the foregoing right not to comply, or reduce the amount thereof, by giving at least 10 Business Days’ notice of such termination or reduction to the relevant Lien Grantors.

(d) Perfection as to Certificated Securities. When such Lien Grantor delivers the certificate representing any Pledged Certificated Security owned by it to the Applicable Agent and complies with Section 7(h) in connection with such delivery, (i) the Transaction Lien on such Pledged Certificated Security will be perfected, subject to no prior Liens or rights of others (except Liens permitted under Section 6.01(b) of the Credit Agreement), (ii) the Applicable Agent will have Control of such Pledged Certificated Security and (iii) the Applicable Agent will be a protected purchaser (within the meaning of UCC Section 8-303) thereof.

(e) Perfection as to Uncertificated Securities. When such Lien Grantor, the Applicable Agent and the issuer of any Pledged Uncertificated Security owned by such Lien Grantor enter into an Issuer Control Agreement with respect thereto, (i) the Transaction Lien on such Pledged Uncertificated Security will be perfected, subject to no prior Liens or rights of others (except Liens permitted under Section 6.01(b) of the Credit Agreement), (ii) the Applicable Agent will

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have Control of such Pledged Uncertificated Security and (iii) the Applicable Agent will be a protected purchaser (within the meaning of UCC Section 8-303) thereof.

(f) Perfection as to Security Entitlements. So long as the Financial Asset underlying any Security Entitlement owned by such Lien Grantor is credited to a Controlled Securities Account, (i) the Transaction Lien on such Security Entitlement will be perfected, subject to no prior Liens or rights of others (except Liens and rights of the relevant Securities Intermediary that are Permitted Liens and any other Liens consented to by the Applicable Agent, and Liens permitted under Section 6.01(b) of the Credit Agreement), (ii) the Applicable Agent will have Control of such Security Entitlement and (iii) no action based on an adverse claim to such Security Entitlement or such Financial Asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against the Applicable Agent or any other Secured Party.

(g) Agreement as to Applicable Jurisdiction. In respect of all Security Entitlements owned by such Lien Grantor, and all Securities Accounts to which the related Financial Assets are credited, the Securities Intermediary’s jurisdiction (determined as provided in UCC Section 8-110(e)) will at all times be located in the United States.

(h) Delivery of Pledged Certificates. All Pledged Certificates, when delivered to the Applicable Agent, will be in suitable form for transfer by delivery, or accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately witnessed, all in form and substance satisfactory to the Applicable Agent.

(i) Communications. Each Lien Grantor will promptly give to the Applicable Agent copies of any material notices and communications received by it with respect to (i) Pledged Securities registered in the name of such Lien Grantor or its nominee and (ii) Pledged Security Entitlements as to which such Lien Grantor is the Entitlement Holder.

(j) Foreign Subsidiaries. A Lien Grantor will not be obligated to comply with the provisions of this Section at any time with respect to any voting Equity Interest in a Foreign Subsidiary if and to the extent (but only to the extent) that such voting Equity Interest is excluded from the Transaction Liens at such time pursuant to clause (B) of the proviso at the end of Section 2(a) and/or the comparable provisions of one or more Security Agreement Supplements.

(k) Compliance with Applicable Foreign Laws. If and so long as the Collateral includes (i) any Equity Interest in, or other Investment Property issued by, a legal entity organized under the laws of a jurisdiction outside the United States or (ii) any Security Entitlement in respect of a Financial Asset issued by such a foreign legal entity, the relevant Lien Grantor will take all such action as may be required under the laws of such foreign jurisdiction to ensure that the Transaction Lien on such Collateral ranks prior to all Liens and rights of others therein.

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SECTION 8. Controlled Deposit Accounts. Each Lien Grantor represents, warrants and covenants as follows:

(a) All cash owned by such Lien Grantor will be deposited, upon or promptly after the receipt thereof, in one or more Controlled Deposit Accounts. Each Controlled Deposit Account will be operated as provided in Section 10.

(b) In respect of each Controlled Deposit Account, the Depositary Bank’s jurisdiction (determined as provided in UCC Section 9-304) will at all times be a jurisdiction in which Article 9 of the Uniform Commercial Code is in effect.

(c) So long as the Applicable Agent has Control of a Controlled Deposit Account, the Transaction Lien on such Controlled Deposit Account will be perfected, subject to no prior Liens or rights of others (except the Depositary Bank’s right to deduct its normal operating charges and any uncollected funds previously credited thereto and any other Liens consented to by the Applicable Agent, and Liens permitted under Section 6.01(b) of the Credit Agreement).

(d) Materiality Exception. The Lien Grantors have the right not to comply with the foregoing provisions of this Section with respect to (i) Deposit Accounts that are payroll or trust accounts and (ii) other Deposit Accounts having total collected balances that do not at any time exceed $2,000,000 in the aggregate for all Lien Grantors.

SECTION 9. Cash Collateral Accounts. (a) The Lien Grantors will establish the following Deposit Accounts (each such Deposit Account, a “Cash Collateral Account”), which will be operated as provided in this Section and Section 10:

(i) the Collection Account, which shall be under the exclusive control of the Agent; and

(ii) the Letter of Credit Account, which shall be under the exclusive control of the Agent.

(b) The following amounts shall be deposited into the Cash Collateral Accounts:

(i) the Lien Grantors shall deposit to the Collection Account all amounts required pursuant to Sections 2.12(b) and 5.11(b) of the Credit Agreement;

(ii) the Lien Grantors shall deposit to the Letter of Credit Account all amounts required pursuant to Sections 2.03(k) and 2.12(a)(ii) and Article 7 of the Credit Agreement; and

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(iii) the Agent shall deposit to the Collection Account each amount realized or otherwise received with respect to assets of any Lien Grantor upon any exercise of remedies pursuant to any Security Document.

(c) The Agent shall maintain such records and/or establish such sub-accounts as shall be required to enable it to identify the amounts held in each Cash Collateral Account from time to time pursuant to each clause of subsection (b) of this Section, as applicable.

(d) The Agent shall withdraw amounts from the Cash Collateral Accounts and apply them for the following purposes:

(i) any amounts deposited in the Collection Account shall be applied by the Agent on each Business Day to prepay outstanding Loans or to increase the amount of Cash Collateralization in the Letter of Credit Account in accordance with Section 2.12(c) of the Credit Agreement; and

(ii) any amounts deposited to the Letter of Credit Account shall (i) be held as collateral security for the Borrower’s reimbursement obligations in respect of any LC Exposure and withdrawn and applied against the Borrower’s reimbursement obligations in respect of any unreimbursed LC Disbursements, (ii) if an Event of Default shall have occurred and be continuing or if the maturity of the Loans shall have been accelerated pursuant to Article 7 of the Credit Agreement, be held as collateral security for the Secured Obligations and, in the discretion of the Agent, transferred to the Collection Account or (iii) be returned to the Borrower in accordance with the terms of the Credit Agreement.

SECTION 10. Operation of Collateral Accounts. (a) Funds held in any Cash Collateral Account may, until withdrawn, be invested and reinvested in such Permitted Investments as the Borrower shall request from time to time; provided that if an Event of Default shall have occurred and be continuing, the Agent (in the case of the Collection Account and the Letter of Credit Account) or the Applicable Agent (in the case of all other Cash Collateral Accounts) may select such Permitted Investments. Funds held in any Controlled Deposit Account or Controlled Securities Account may, until withdrawn, be invested and reinvested in such Permitted Investments as the Borrower shall request from time to time; provided that if a Liquidity Trigger Period shall be continuing, the Applicable Agent may select such Permitted Investments.

(b) With respect to each Controlled Deposit Account and each Controlled Securities Account (it being understood that the provisions of Section 9 shall apply to all Cash Collateral Accounts), the Applicable Agent will instruct the relevant Securities Intermediary or Depositary Bank that the relevant Lien Grantor may withdraw, or direct the disposition of, funds held therein unless and until the Applicable Agent rescinds such instruction. The Applicable Agent will not rescind such instructions unless a Liquidity Trigger Period shall be continuing.

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(c) If an Event of Default shall have occurred and be continuing, the Agent (with respect to the Collection Account and the Letter of Credit Account) and the Applicable Agent (with respect to any other Collateral Account) may retain or liquidate, or instruct the relevant Securities Intermediary or Depositary Bank to retain or liquidate, any or all cash or investments then held in such Collateral Account and/or withdraw any amounts held therein and apply such amounts as provided in Section 14.

SECTION 11. Transfer Of Record Ownership. At any time when an Event of Default shall have occurred and be continuing, the Applicable Agent may (and to the extent that action by it is required, the relevant Lien Grantor, if directed to do so by the Applicable Agent, will as promptly as practicable) cause each of the Pledged Securities (or any portion thereof specified in such direction) to be transferred of record into the name of the Applicable Agent or its nominee. Each Lien Grantor will take any and all actions reasonably requested by the Applicable Agent to facilitate compliance with this Section. If the provisions of this Section are implemented, Section 7(b) shall not thereafter apply to any Pledged Security that is registered in the name of the Applicable Agent or its nominee. The Applicable Agent will promptly give to the relevant Lien Grantor copies of any notices and other communications received by the Agent with respect to Pledged Securities registered in the name of the Agent or its nominee.

SECTION 12. Right to Vote Securities. (a) Unless an Event of Default shall have occurred and be continuing, each Lien Grantor will have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security owned by it and the Financial Asset underlying any Pledged Security Entitlement owned by it, and the Agent will, upon receiving a written request from such Lien Grantor, deliver to such Lien Grantor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security that is registered in the name of the Agent or its nominee or any such Pledged Security Entitlement as to which the Agent or its nominee is the Entitlement Holder, in each case as shall be specified in such request and be in form and substance satisfactory to the Agent. Unless an Event of Default shall have occurred and be continuing, the Applicable Agent will have no right to take any action which the owner of a Pledged Partnership Interest or Pledged LLC Interest is entitled to take with respect thereto, except the right to receive payments and other distributions to the extent provided herein.

(b) If an Event of Default shall have occurred and be continuing, the Applicable Agent will have the right (but not the obligation), to the extent permitted by law (and, in the case of a Pledged Partnership Interest or Pledged LLC Interest, by the relevant partnership agreement, limited liability company agreement, operating agreement or other governing document), to vote, to give consents, ratifications and waivers and to take any other action with respect to the Pledged Investment Property, the other Pledged Equity Interests (if any) and the

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Financial Assets underlying the Pledged Security Entitlements, with the same force and effect as if the Applicable Agent were the absolute and sole owner thereof, and each Lien Grantor will take all such action as the Applicable Agent may reasonably request from time to time to give effect to such right.

SECTION 13. Remedies upon Event of Default. (a) If an Event of Default shall have occurred and be continuing, the Agent may exercise (or cause its sub-agents to exercise) any or all of the remedies available to it (or to such sub-agents) under the Security Documents.

(b) Without limiting the generality of the foregoing and subject to the terms of the Intercreditor Agreement with respect to each Type of Common Collateral, if an Event of Default shall have occurred and be continuing, the Agent may exercise on behalf of the Secured Parties all the rights of a secured party under the UCC (whether or not in effect in the jurisdiction where such rights are exercised) with respect to any Personal Property Collateral and, in addition, the Agent (with respect to the Collection Account and the Letter of Credit Account) and the Applicable Agent (with respect to any other Collateral Account) may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, withdraw all cash held in such Collateral Account and apply such cash as provided in Section 14 and, if there shall be no such cash or if such cash shall be insufficient to pay all the Secured Obligations in full, sell, lease, license or otherwise dispose of the Collateral or any part thereof. Notice of any such sale or other disposition shall be given to the relevant Lien Grantor(s) as required by Section 16. The foregoing provisions of this subsection shall apply to Real Property Collateral only to the extent permitted by applicable law and the provisions of any applicable Mortgage or other document.

(c) Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, and subject to the terms of the Intercreditor Agreement with respect to each Type of Common Collateral:

(i) the Agent may license or sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any Pledged intellectual property (including any Pledged Recordable Intellectual Property) throughout the world for such term or terms, on such conditions and in such manner as the Agent shall in its sole discretion determine; provided that such licenses or sublicenses do not conflict with any existing license of which the Agent shall have received a copy;

(ii) the Agent may (without assuming any obligation or liability thereunder), at any time and from time to time, in its sole and reasonable discretion, enforce (and shall have the exclusive right to enforce) against any licensee or sublicensee all rights and remedies of any Lien Grantor in, to and under any of its Pledged intellectual property and take or refrain from taking any action under any thereof, and each Lien Grantor releases the Agent and each other Secured Party from liability for, and agrees to

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hold the Agent and each other Secured Party free and harmless from and against any claims and expenses arising out of, any lawful action so taken or omitted to be taken with respect thereto, except for claims and expenses arising from the Agent’s or such Secured Party’s gross negligence or willful misconduct; and

(iii) upon request by the Agent (which shall not be construed as implying any limitation on its rights or powers), each Lien Grantor will execute and deliver to the Agent a power of attorney, in form and substance satisfactory to the Agent, for the implementation of any sale, lease, license or other disposition of any of such Lien Grantor’s Pledged intellectual property or any action related thereto. In connection with any such disposition, but subject to any confidentiality restrictions imposed on such Lien Grantor in any license or similar agreement, such Lien Grantor will supply to the Agent its know-how and expertise relating to the relevant intellectual property or the products or services made or rendered in connection with such intellectual property, and its customer lists and other records relating to such intellectual property and to the distribution of said products or services.

SECTION 14. Application of Proceeds. (a) If an Event of Default shall have occurred and be continuing, the Agent may apply (i) any cash held in the Collection Account and the Letter of Credit Account and (ii) subject to the terms of the Intercreditor Agreement with respect to each Type of Common Collateral, any amounts held in any other Collateral Account and the proceeds of any sale or other disposition of all or any part of the Collateral, in the following order of priorities:

first, to pay the expenses of such sale or other disposition, including reasonable compensation to agents of and counsel for the Agent, and all expenses, liabilities and advances incurred or made by the Agent in connection with the Security Documents, and any other amounts then due and payable to the Agent pursuant to Section 15 or pursuant to Section 10.05 of the Credit Agreement;

second, to pay the unpaid principal of the Obligations ratably (or provide for the payment thereof pursuant to Section 14(b)), until payment in full of the principal of all Obligations shall have been made (or so provided for);

third, to pay ratably (i) all interest (including Post-Petition Interest) on the Obligations and (ii) all Fees payable under the Credit Agreement, until payment in full of all such interest and Fees shall have been made;

fourth, to pay all other Secured Obligations ratably (or provide for the payment thereof pursuant to Section 14(b)), until payment in full of all such other Secured Obligations shall have been made (or so provided for);

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fifth, to the First Lien Term Loan Agent and the Second Lien Term Loan Agent to be applied in accordance with the First Lien Term Loan Security Agreement and the Second Lien Term Loan Security Agreement; and

finally, to pay to the relevant Lien Grantor, or as a court of competent jurisdiction may direct, any surplus then remaining from the proceeds of the Collateral owned by it;

provided that (i) Collateral owned by a Subsidiary Guarantor and any proceeds thereof shall be applied pursuant to the foregoing clauses only to the extent that the value thereof does not exceed the largest amount that would not render the Transaction Guarantee of such Subsidiary Guarantor subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provisions of applicable law. The Agent may make such distributions hereunder in cash or in kind or, on a ratable basis, in any combination thereof.

(b) If at any time any portion of any monies collected or received by the Agent would, but for the provisions of this Section 14(b), be payable pursuant to Section 14(a) in respect of a Contingent Secured Obligation, the Agent shall not apply any monies to pay such Contingent Secured Obligation but instead shall request the holder thereof, at least 10 days before each proposed distribution hereunder, to notify the Agent as to the maximum amount of such Contingent Secured Obligation if then ascertainable (e.g., in the case of a letter of credit, the maximum amount available for subsequent drawings thereunder). If the holder of such Contingent Secured Obligation does not notify the Agent of the maximum ascertainable amount thereof at least two Business Days before such distribution, such holder will not be entitled to share in such distribution. If such holder does so notify the Agent as to the maximum ascertainable amount thereof, the Agent will allocate to such holder a portion of the monies to be distributed in such distribution, calculated as if such Contingent Secured Obligation were outstanding in such maximum ascertainable amount. However, the Agent will not apply such portion of such monies to pay such Contingent Secured Obligation, but instead will hold such monies or invest such monies in Permitted Investments. All such monies and Permitted Investments and all proceeds thereof will constitute Collateral hereunder, but will be subject to distribution in accordance with this Section 14(b) rather than Section 14(a). The Agent will hold all such monies and Permitted Investments and the net proceeds thereof in trust until all or part of such Contingent Secured Obligation becomes a Non-Contingent Secured Obligation, whereupon the Agent at the request of the relevant Secured Party will apply the amount so held in trust to pay such Non-Contingent Secured Obligation; provided that, if the other Secured Obligations theretofore paid pursuant to the same clause of Section 14(a) (i.e., clause second or fourth) were not paid in full, the Agent will apply the amount so held in trust to pay the same percentage of such Non-Contingent Secured Obligation as the percentage of such other Secured Obligations theretofore paid pursuant to the same clause of Section 14(a). If (i) the holder of such Contingent Secured Obligation shall advise the Agent that no portion thereof remains in the category of a Contingent Secured Obligation and

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(ii) the Agent still holds any amount held in trust pursuant to this Section 14(b) in respect of such Contingent Secured Obligation (after paying all amounts payable pursuant to the preceding sentence with respect to any portions thereof that became Non-Contingent Secured Obligations), such remaining amount will be applied by the Agent in the order of priorities set forth in Section 14(a).

(c) In making the payments and allocations required by this Section, the Agent may rely upon information supplied to it pursuant to Section 18(c). All distributions made by the Agent pursuant to this Section shall be final (except in the event of manifest error) and the Agent shall have no duty to inquire as to the application by any Secured Party of any amount distributed to it.

SECTION 15. Fees and Expenses; Indemnification. (a) The Borrower will forthwith upon demand pay to the Agent:

(i) the amount of any taxes that the Agent may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon;

(ii) the amount of any and all reasonable out-of-pocket expenses, including transfer taxes and reasonable fees and expenses of counsel and other experts, that the Agent may incur in connection with (x) the administration or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Agent of any of its rights or powers under the Security Documents;

(iii) the amount of any fees that the Borrower shall have agreed in writing to pay to the Agent and that shall have become due and payable in accordance with such written agreement; and

(iv) the amount required to indemnify the Agent for, or hold it harmless and defend it against, any loss, liability or expense (including the reasonable fees and expenses of its counsel and any experts or sub-agents appointed by it hereunder) incurred or suffered by the Agent in connection with the Security Documents, except to the extent that such loss, liability or expense arises from the Agent’s gross negligence or willful misconduct or a breach of any duty that the Agent has under this Agreement (after giving effect to Sections 17 and 18).

Any such amount not paid to the Agent on demand will bear interest for each day thereafter until paid at a rate per annum equal to the sum of 2% plus the rate applicable to Base Rate Loans for such day.

(b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Documents, the Borrower will pay such tax and provide any required tax stamps to the Agent or as otherwise required by law.

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SECTION 16. Authority to Administer Collateral. Each Lien Grantor irrevocably appoints the Agent its true and lawful attorney, with full power of substitution, in the name of such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the Borrower’s expense, to the extent permitted by law to exercise, at any time and from time to time while an Event of Default shall have occurred and be continuing, all or any of the following powers with respect to all or any of such Lien Grantor’s Collateral:

(a) to demand, sue for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof,

(b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto,

(c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Agent were the absolute owner thereof, and

(d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto;

provided that, except in the case of Personal Property Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Agent will give the relevant Lien Grantor at least ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. Any such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

SECTION 17. Limitation on Duty in Respect of Collateral. Beyond the exercise of reasonable care in the custody and preservation thereof, the Agent will have no duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Agent will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by the Agent in good faith, except to the extent that such liability arises from the Agent’s gross negligence or willful misconduct.

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SECTION 18. General Provisions Concerning the Agent.

(a) The provisions of Article 8 of the Credit Agreement shall inure to the benefit of the Agent, and shall be binding upon all Lien Grantors and all Secured Parties, in connection with this Agreement and the other Security Documents. Without limiting the generality of the foregoing, 1) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, 2) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Documents that the Agent is required in writing to exercise by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.09 of the Credit Agreement), and 3) except as expressly set forth in the Loan Documents, the Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to any Group Member that is communicated to or obtained by the Agent or any of its Affiliates in any capacity. The Agent shall not be responsible for the existence, genuineness or value of any Collateral or for the validity, perfection, priority or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents. The Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Agent by a Lien Grantor or a Secured Party.

(b) Sub-Agents and Related Parties. The Agent may perform any of its duties and exercise any of its rights and powers through one or more sub-agents appointed by it. The Agent and any such sub-agent may perform any of its duties and exercise any of its rights and powers through its Related Parties. The exculpatory provisions of Section 17 and this Section shall apply to any such sub-agent and to the Related Parties of the Agent and any such sub-agent.

(c) Information as to Secured Obligations and Actions by Secured Parties. For all purposes of the Security Documents, including determining the amounts of the Secured Obligations and whether a Secured Obligation is a Contingent Secured Obligation or not, or whether any action has been taken under any Secured Agreement, the Agent will be entitled to rely on information from (i) its own records for information as to the Lenders, the Issuing Lender, their Secured Obligations and actions taken by them, (ii) any Secured Party for information as to its Secured Obligations and actions taken by it, to the extent that the Agent has not obtained such information from its own records, and (iii) the Borrower, to the extent that the Agent has not obtained information from the foregoing sources.

(d) Refusal to Act. The Agent may refuse to act on any notice, consent, direction or instruction from any Secured Parties or any agent, trustee or similar representative thereof that, in the Agent’s opinion, (i) is contrary to law or the provisions of any Security Document, (ii) may expose the Agent to liability (unless the Agent shall have been indemnified, to its reasonable satisfaction, for

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such liability by the Secured Parties that gave such notice, consent, direction or instruction) or (iii) is unduly prejudicial to Secured Parties not joining in such notice, consent, direction or instruction.

SECTION 19. Termination of Transaction Liens; Release of Collateral. (a) The Transaction Liens granted by each Guarantor shall terminate when its Transaction Guarantee terminates in accordance with the Credit Agreement.

(b) The Transaction Liens shall terminate when all the Release Conditions are satisfied; provided, that if at any time any payment of a Secured Obligation is rescinded or must be otherwise restored or returned upon the insolvency or receivership of the Borrower or otherwise, the Transaction Liens shall be reinstated.

(c) At any time before the Transaction Liens terminate, the Agent may, at the written request of the Borrower, release any Collateral (but not all or substantially all the Collateral) with the prior written consent of the Required Lenders.

(d) Upon any termination of a Transaction Lien or release of Collateral, the Agent will, at the expense of the relevant Lien Grantor, execute and deliver to such Lien Grantor such documents as such Lien Grantor shall reasonably request to evidence the termination of such Transaction Lien or the release of such Collateral, as the case may be.

SECTION 20. Additional Lien Grantors. Any Subsidiary may become a party hereto by signing and delivering to the Agent a Security Agreement Supplement, whereupon such Subsidiary shall become a “Lien Grantor” as defined herein.

SECTION 21. Notices. Each notice, request or other communication given to any party hereunder shall be given or made in accordance with Section 10.01 of the Credit Agreement.

SECTION 22. No Implied Waivers; Remedies Not Exclusive. No failure by the Agent or any Secured Party to exercise, and no delay in exercising and no course of dealing with respect to, any right or remedy under any Security Document shall operate as a waiver thereof; nor shall any single or partial exercise by the Agent or any Secured Party of any right or remedy under any Loan Document preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies specified in the Loan Documents are cumulative and are not exclusive of any other rights or remedies provided by law.

SECTION 23. Successors and Assigns. This Agreement is for the benefit of the Agent and the Secured Parties. If all or any part of any Secured Party’s interest in any Secured Obligation is assigned or otherwise transferred in a transaction permitted under the Credit Agreement, the transferor’s rights

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hereunder, to the extent applicable to the obligation so transferred, shall be automatically transferred with such obligation. This Agreement shall be binding on the Lien Grantors and their respective successors and assigns.

SECTION 24. Amendments and Waivers. Neither this Agreement nor any provision hereof may be waived, amended, modified or terminated except pursuant to an agreement or agreements in writing entered into by the Agent, with the consent of such Lenders as are required to consent thereto under Section 10.09 of the Credit Agreement. No such waiver, amendment or modification shall (i) be binding upon any Lien Grantor, except with the written consent of the Borrower or (ii) affect the rights of a Secured Party (other than a Lender) hereunder more adversely than it affects the comparable rights of the Lenders hereunder, without the consent of such Secured Party.

SECTION 25. Choice of Law. This Agreement shall be construed in accordance with and governed by the laws of the State of New York, except as otherwise required by mandatory provisions of law and except to the extent that remedies provided by the laws of any jurisdiction other than the State of New York are governed by the laws of such jurisdiction.

SECTION 26. Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 27. Severability. Any provision of any Security Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 28. Credit Agreement. In the event of any conflict or inconsistency between the provisions of the Credit Agreement and this Agreement but subject to Section 29, the provisions of the Credit Agreement shall control.

SECTION 29. Intercreditor Agreement. Reference is made to the Intercreditor Agreement Notwithstanding anything herein to the contrary, the lien and security interest granted to the Agent, for the benefit of the

28

Secured Parties, pursuant to this Agreement and the exercise of any right or remedy by the Agent and the other Secured Parties hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any conflict or inconsistency between the provisions of the Intercreditor Agreement and this Agreement, the provisions of the Intercreditor Agreement shall control.

29

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

TOWER AUTOMOTIVE HOLDINGS USA, LLC, as Borrower
By:	/s/ Dev B. Kapadia
	Name:	Dev B. Kapadia
	Title:	President

JPMORGAN CHASE BANK, N.A., as Agent
By:	/s/ Richard W. Duker
	Name:	Richard W. Duker
	Title:	Managing Director

Guarantors:
TOWER AUTOMOTIVE HOLDINGS I, LLC
By:	/s/ Dev B. Kapadia
	Name:	Dev B. Kapadia
	Title:	President
TOWER AUTOMOTIVE HOLDINGS II(a), LLC
By:	/s/ Dev B. Kapadia
	Name:	Dev B. Kapadia
	Title:	President
TOWER AUTOMOTIVE HOLDINGS II(b), LLC
By:	/s/ Dev B. Kapadia
	Name:	Dev B. Kapadia
	Title:	President
TOWER AUTOMOTIVE OPERATIONS USA I, LLC
By:	/s/ Dev B. Kapadia
	Name:	Dev B. Kapadia
	Title:	President
TOWER AUTOMOTIVE OPERATIONS USA II, LLC
By:	/s/ Dev B. Kapadia
	Name:	Dev B. Kapadia
	Title:	President

EX-10.4

Exhibit 10.4

EXECUTION COPY

FIRST LIEN TERM LOAN AND GUARANTY AGREEMENT

Dated as of July 31, 2007

Among

TOWER AUTOMOTIVE HOLDINGS USA, LLC

and

TOWER AUTOMOTIVE HOLDINGS EUROPE B.V.,

as Borrowers,

and

TOWER AUTOMOTIVE, LLC, TOWER AUTOMOTIVE HOLDINGS I,

LLC, TOWER AUTOMOTIVE HOLDINGS II(a), LLC, TOWER

AUTOMOTIVE HOLDINGS II(b), LLC, AND THE OTHER US LOAN

PARTIES PARTY HERETO,

as Guarantors

THE LENDERS PARTY HERETO,

and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

GOLDMAN SACHS CREDIT PARTNERS L.P.,

Syndication Agent

J.P. MORGAN SECURITIES INC. and

GOLDMAN SACHS CREDIT PARTNERS L.P.,

Joint Bookrunners

and

Joint Lead Arrangers

TABLE OF CONTENTS

		PAGE
ARTICLE 1
DEFINITIONS
Section 1.01.	Defined Terms	2
Section 1.02.	Terms Generally	36
Section 1.03.	Accounting Terms; GAAP	37
ARTICLE 2
AMOUNT AND TERMS OF LOANS
Section 2.01.	Commitments to Lend	37
Section 2.02.	Letters of Credit	38
Section 2.03.	Request for Borrowing	44
Section 2.04.	Funding of Loans	44
Section 2.05.	Interest Elections	45
Section 2.06.	Interest on Loans	46
Section 2.07.	Default Interest	47
Section 2.08.	Alternate Rate of Interest	47
Section 2.09.	Evidence of Debt	47
Section 2.10.	Termination or Reduction of Commitments	48
Section 2.11.	Scheduled Amortization	48
Section 2.12.	Mandatory Prepayment	48
Section 2.13.	Optional Prepayment of Loans	51
Section 2.14.	Deposit Account	52
Section 2.15.	Increased Costs	56
Section 2.16.	Break Funding Payments	57
Section 2.17.	Taxes	57
Section 2.18.	Payments Generally; Pro Rata Treatment	59
Section 2.19.	Mitigation Obligations; Replacement of Lenders	61
Section 2.20.	Certain Fees	62
Section 2.21.	Deposit and LC Facility Fee	62
Section 2.22.	Letter of Credit Fees	62
Section 2.23.	Nature of Fees	62
Section 2.24.	Collection Allocation Mechanism	63
Section 2.25.	Right of Set-off	64
Section 2.26.	Security Interest in Letter of Credit Account	65
Section 2.27.	Payment of Obligations	65
Section 2.28.	Increase In US Loans	65

i

ARTICLE 3
REPRESENTATIONS AND WARRANTIES
Section 3.01.	Organization; Powers	66
Section 3.02.	Authorization; Enforceability	67
Section 3.03.	Disclosure	67
Section 3.04.	Financial Condition; No Material Adverse Change	67
Section 3.05.	Capitalization and Subsidiaries	68
Section 3.06.	Government Approvals; No Conflicts	68
Section 3.07.	Compliance with Law; No Default	68
Section 3.08.	Litigation and Environmental Matters	68
Section 3.09.	Insurance	69
Section 3.10.	Taxes	69
Section 3.11.	Use of Proceeds	69
Section 3.12.	Labor Relations	69
Section 3.13.	ERISA	70
Section 3.14.	Investment Company Status	70
Section 3.15.	Properties	70
Section 3.16.	Solvency	70
Section 3.17.	Security Interest in Collateral	71
ARTICLE 4
CONDITIONS OF LENDING
Section 4.01.	Conditions Precedent to Initial Loans and Initial Letters of Credit	71
Section 4.02.	Conditions Precedent to each Loan and each Letter of Credit	77
ARTICLE 5
AFFIRMATIVE COVENANTS
Section 5.01.	Financial Statements and Other Information	77
Section 5.02.	Notices Of Material Events	79
Section 5.03.	[Reserved]	80
Section 5.04.	Existence; Conduct of Business	80
Section 5.05.	Insurance	81
Section 5.06.	Payment of Obligations	81
Section 5.07.	Compliance With Laws	81
Section 5.08.	Maintenance Of Properties	81
Section 5.09.	Books And Records; Inspection Rights	81
Section 5.10.	[Reserved]	82
Section 5.11.	[Reserved]	82
Section 5.12.	Interest Rate Protection	82
Section 5.13.	Additional Guarantors and Collateral; Further Assurances	82
Section 5.14.	Post Closing Matters	84

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ARTICLE 6
NEGATIVE COVENANTS
Section 6.01.	Liens	85
Section 6.01A.	Metalsa Negative Pledge	86
Section 6.02.	Fundamental Changes	87
Section 6.03.	Indebtedness	87
Section 6.04.	Sale and Lease-Back Transactions	89
Section 6.05.	Investments, Loans and Advances	89
Section 6.06.	Disposition of Assets	91
Section 6.07.	Restricted Payments; Restrictive Agreements	92
Section 6.08.	Transactions With Affiliates	94
Section 6.09.	Limitations On Hedging Agreements	95
Section 6.10.	Other Indebtedness	95
Section 6.11.	Capital Expenditures	95
Section 6.12.	First Priority Leverage Ratio	96
Section 6.13.	Interest Coverage Ratio	96
Section 6.14.	Fiscal Year	97
ARTICLE 7
EVENTS OF DEFAULT
Section 7.01.	Events of Default	97
ARTICLE 8
THE AGENT
Section 8.01.	Administration by Agent	101
Section 8.02.	Rights of Agent	101
Section 8.03.	Liability of Agent	101
Section 8.04.	Reimbursement and Indemnification	102
Section 8.05.	Successor Agent	102
Section 8.06.	Independent Lenders	103
Section 8.07.	Advances and Payments	103
Section 8.08.	Sharing of Setoffs	104
Section 8.09.	Joint And Several Creditor	104
ARTICLE 9
GUARANTY
Section 9.01.	Guaranty	105
Section 9.02.	No Impairment of Guaranty	106
Section 9.03.	Subrogation	106
ARTICLE 10
MISCELLANEOUS
Section 10.01.	Notices	107

iii

Section 10.02.	Survival of Agreement, Representations and Warranties, Etc.	108
Section 10.03.	Successors and Assigns	108
Section 10.04.	Confidentiality	113
Section 10.05.	Expenses; Indemnity; Damage Waiver	114
Section 10.06.	Choice of Law	116
Section 10.07.	No Waiver	116
Section 10.08.	Extension of Maturity	116
Section 10.09.	Amendments, Etc.	116
Section 10.10.	Severability	118
Section 10.11.	Headings	118
Section 10.12.	Survival	118
Section 10.13.	Execution in Counterparts; Integration; Effectiveness	119
Section 10.14.	Prior Agreements	119
Section 10.15.	Further Assurances	119
Section 10.16.	Patriot Act	120
Section 10.17.	Jurisdiction; Consent To Service Of Process	120
Section 10.18.	Waiver of Jury Trial	120
Section 10.19.	Intercreditor Agreement	121

ANNEX A	Commitment Amounts
EXHIBIT A	Form of Security Agreement
EXHIBIT B-1	Form of Opinion of Lowenstein Sandler PC
EXHIBIT B-2	Form of Opinions of Freshfields Bruckhaus Deringer
EXHIBIT B-3	Form of Opinions of Allen & Overy LLP
EXHIBIT C	Form of Assignment and Acceptance
EXHIBIT D	Mandatory Costs Rate
EXHIBIT E	Form of Affiliate Subordination Agreement
EXHIBIT F-1	Form of Mortgage (Fee)
EXHIBIT F-2	Form of Mortgage (Leasehold)
EXHIBIT G	Form of Compliance Certificate
EXHIBIT H	Form of Joinder Agreement
EXHIBIT I	Form of Foreign Subsidiary Guarantee
EXHIBIT J	Form of Landlord Consent and Agreement
EXHIBIT K	Form of Borrowing Request

SCHEDULE 1.01(a)	Existing Letters of Credit
SCHEDULE 1.01(b)	Foreign Collateral Documents
SCHEDULE 1.01(c)	Non-Material Subsidiaries
SCHEDULE 3.05	Subsidiaries
SCHEDULE 3.06	Government Approvals
SCHEDULE 3.08	Litigation
SCHEDULE 3.12(a)	Collective Bargaining / Labor Agreements
SCHEDULE 3.12(b)	Labor Matters
SCHEDULE 3.15(a)	Properties
SCHEDULE 4.01(d)	Initial Mortgaged Properties
SCHEDULE 5.13(f)	Leasehold Interests

iv

SCHEDULE 6.01	Liens
SCHEDULE 6.03	Indebtedness
SCHEDULE 6.05	Investments
SCHEDULE 6.06(j)	Permitted Dispositions
SCHEDULE 6.08	Agreements with Affiliates

v

FIRST LIEN TERM LOAN AND GUARANTY AGREEMENT

FIRST LIEN TERM LOAN AND GUARANTY AGREEMENT, dated as of July 31, 2007 among TOWER AUTOMOTIVE HOLDINGS USA, LLC, (the “US Borrower”), TOWER AUTOMOTIVE HOLDINGS EUROPE B.V. (the “European Borrower”), TOWER AUTOMOTIVE, LLC (“Holdings”), TOWER AUTOMOTIVE HOLDINGS I, LLC (“Holdco”), TOWER AUTOMOTIVE HOLDINGS II(a), LLC, TOWER AUTOMOTIVE HOLDINGS II(b), LLC (together with Tower Automotive Holdings II(a), LLC, “Foreign Holdco”), the Subsidiary Guarantors listed on the signature pages hereto, JPMORGAN CHASE BANK, N.A., a national banking association, GOLDMAN SACHS CREDIT PARTNERS L.P. and each of the other financial institutions from time to time party hereto, as Lenders and JPMORGAN CHASE BANK, N.A., as Issuing Lender and as administrative agent (in such capacity, the “Agent”) for the Lenders.

RECITALS:

WHEREAS, capitalized terms used and not defined in the preamble and these recitals shall have the respective meanings set forth for such terms in Section 1.01 hereof;

WHEREAS, pursuant to the Plan of Reorganization and the Purchase Agreement, Tower Automotive, LLC, a Delaware limited liability company formerly known as TA Acquisition Company, LLC, formed by the Sponsor Group, will acquire substantially all of the assets and assume certain liabilities of the Tower Group (the “Acquisition”);

WHEREAS, the total cash consideration to be paid to or on behalf of the Sellers pursuant to the Purchase Agreement and to pay fees and expenses incurred in connection with the Transactions is approximately $1,100,000,000 (the “Acquisition Consideration”);

WHEREAS, in order to fund, in part, the Acquisition Consideration, the Sponsor Group will directly or indirectly make cash equity contributions, in the form of common or preferred stock or similar instruments (the “Equity Contribution”) to Holdings in an aggregate amount not less than $225,000,000;

WHEREAS, in order to fund, in part, the Acquisition Consideration, (i) the US Borrower will borrow on the Closing Date (ii) up to $5,400,000 in aggregate principal amount of revolving credit loans (the “Revolving Credit Loans”) pursuant to the Revolving Credit Facility Loan Documents (which facility provides for borrowings of up to $200,000,000) and (iii) the Borrowers will borrow up to $115,000,000 in aggregate principal amount of second lien term loans (the “Second Lien Term Loans”) pursuant to the Second Lien Term Facility Loan Documents;

WHEREAS, in connection with the foregoing, the Borrowers have requested that the Lenders extend credit to the Borrowers in the form of up to $510,000,000 in aggregate principal amount of Loans. The proceeds of the Equity Contribution, the Loans, the Second Lien Term Loans and the Revolving Credit Loans made on the Closing Date will be used to provide the Acquisition Consideration. The Borrower will use the letters of credit to be made available pursuant to this Agreement for general corporate purposes of the Borrower and its subsidiaries;

WHEREAS, in connection with the foregoing and as an inducement for the Lenders to extend the credit contemplated hereunder, (i) the US Borrower has agreed to secure all of its Secured Obligations by granting to the Agent, for the benefit of the Secured Parties, first and second priority liens on its assets, including a pledge of all of the Equity Interests of each of its Domestic Subsidiaries and certain of the Equity Interests of each of its Foreign Subsidiaries and (ii) the European Borrower has agreed to secure all of its Secured Obligations by granting to the Agent, for the benefit of the Secured Parties, liens on its assets; and

WHEREAS, in connection with the foregoing and as an inducement for the Lenders to extend the credit contemplated hereunder, (i) the US Loan Parties have agreed to guarantee the Secured Obligations and, other than Holdings, to secure their respective guarantees by granting to the Agent, for the benefit of the Secured Parties, first and second priority liens on their respective assets, including a pledge of all of the Equity Interests of each of their Domestic Subsidiaries and certain of the Equity Interests of each of their Foreign Subsidiaries and (ii) the Guarantors that are not US Loan Parties have agreed to guarantee the Secured Obligations of the European Borrower under and pursuant to the Foreign Subsidiary Guarantee and to secure their respective guarantees by granting to the Agent, for the benefit of the Secured Parties, liens on certain of their assets.

AGREEMENT:

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.01. Defined Terms.

“ABR”, when used in reference to any Loan or Group, refers to whether such Loan, or the Loans comprising such Group, are bearing interest at a rate determined by reference to the Alternate Base Rate.

2

“Acquired Assets” shall have the meaning given such term in the Purchase Agreement.

“Acquisition” shall have the meaning given such term in the recitals to this Agreement.

“Acquisition Consideration” shall have the meaning given such term in the recitals to this Agreement.

“Additional US Loan Commitment” shall have the meaning given such term in Section 2.28(a).

“Adjusted LIBO Rate” shall mean, with respect to any Eurodollar Group for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“Administrative Questionnaire” means an administrative questionnaire in a form supplied by the Agent.

“Affiliate” shall mean, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, a Person (a “Controlled Person”) shall be deemed to be “controlled by” another Person (a “Controlling Person”) if the Controlling Person possesses, directly or indirectly, power to direct or cause the direction of the management and policies of the Controlled Person whether by contract or otherwise.

“Affiliate Subordination Agreement” shall mean an Affiliate Subordination Agreement in the form of Exhibit E pursuant to which intercompany obligations and advances owed by any Loan Party are subordinated to the Obligations.

“Agent” shall have the meaning given such term in the preamble.

“Agreement” shall mean this First Lien Term Loan and Guaranty Agreement, as the same may from time to time be amended, modified or supplemented in accordance with Section 10.09.

“Alternate Base Rate” shall mean, for any day, a rate per annum equal to the higher of the Prime Rate in effect on such day and the Federal Funds Effective Rate in effect on such day plus  ¹/2 of 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change.

“Amortization Amount” shall mean, on any date, as to either Borrower, an amount equal to 0.25% of the sum of (i) the initial aggregate principal amount of Loans made to such Borrower and (ii) the aggregate principal amount of Loans made to such Borrower pursuant to Section 2.28.

3

“Amortization Date” shall mean each January 31, April 30, July 31 and October 31 subsequent to the Closing Date and prior to the Maturity Date.

“Applicable ABR Margin” shall mean 3.00% per annum.

“Applicable Euro Margin” shall mean 4.00% per annum.

“Applicable Eurodollar Margin” shall mean 4.00% per annum.

“Applicable LC Fee” shall mean at any time 4.00% per annum or, if a Payment Default Event shall have occurred and be continuing at such time, 6.00% per annum.

“Approved Amount” shall mean an amount equal to 5,000,000 (or a larger multiple of 1,000,000) units of the relevant currency; provided that (i) the applicable Borrower may borrow the full amount of the Commitments of the related Class on the Closing Date pursuant to Section 2.01 and (ii) the applicable Borrower may prepay the full outstanding principal amount of the Loans of the related Class at any time pursuant to Section 2.13.

“Approved Fund” shall have the meaning given such term in Section 10.03.

“Arrangers” shall mean JPMorgan and GSCP.

“Asset Sale” shall mean the sale, transfer or other disposition (by way of merger, casualty, condemnation or otherwise) by any Group Member to any Person other than a Group Member of (a) any Equity Interests of any Subsidiary (other than directors’ qualifying shares and shares required by applicable law to be held by foreign nationals (but only to the extent of such legal requirement)) or (b) any other assets of any Group Member (other than (i) inventory, damaged, surplus, obsolete or worn out assets, scrap and Permitted Investments, in each case disposed of in the ordinary course of business and (ii) any sale, transfer or other disposition or series of related sales, transfers or other dispositions having a value not in excess of $10,000,000 in the aggregate in any calendar year), other than any disposition of assets permitted under Section 6.06(d), 6.06(e) or 6.06(f).

“Assignment and Acceptance” shall mean an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by the Agent, substantially in the form of Exhibit C.

“Assumed Contracts” shall have the meaning given such term in the Purchase Agreement.

4

“Assumed Liabilities” shall have the meaning given such term in the Purchase Agreement.

“Bankruptcy Code” shall mean The Bankruptcy Reform Act of 1978, as heretofore and hereafter amended, and codified as 11 U.S.C. Section 101 et seq.

“Bankruptcy Court” shall mean the United States Bankruptcy Court for the Southern District of New York.

“Board” shall mean the Board of Governors of the Federal Reserve System of the United States.

“Borrower” shall mean the European Borrower or the US Borrower. References to “the Borrower” in connection with any Loan or Letter of Credit are to the particular Borrower to which such Loan is (or is to be) made or at whose request the particular Letter of Credit is (or is to be) issued.

“Borrowers” shall mean collectively the European Borrower and the US Borrower.

“Borrowing Request” shall mean a request by the Borrower for a borrowing in accordance with Section 2.03 in the form of Exhibit K or in such other form as is approved by the Agent.

“Business” shall mean (i) the business intended to be conducted by the Holdco Group as a result of the Acquisition and to which the Acquired Assets, the Assumed Contracts and the Assumed Liabilities directly relate and (ii) such business as was conducted prior to the Closing Date by the Tower Group.

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which commercial banks in New York City are required or authorized to remain closed (and, for a Letter of Credit, other than a day on which the Issuing Lender issuing such Letter of Credit is closed); provided, however, that (a) when used in connection with any Eurodollar Loan, the term “Business Day” shall mean any Business Day on which dealings in Dollars between banks may be carried on in London, England and New York, New York, and (b) when used in connection with a Euro Loan, the term “Business Day” shall mean any day on which dealings in Euro between banks may be carried on in London, England, New York, New York; provided, however, that, with respect to notices and determinations in connection with, and payments of principal and interest on, Euro Loans, such day is also a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer System (TARGET) (or, if such clearing system ceases to be operative, such other clearing system (if any) determined by the Agent to be suitable replacement) is open for settlement of payment in Euro.

“CAM Exchange” shall mean the exchange of the Lenders’ interests provided for in Section 2.24.

5

“CAM Exchange Date” shall mean the first date after the Closing Date on which there shall occur (a) any event described in paragraph (e) or (f) of Article 7 with respect to either Borrower or (b) an acceleration of the maturity of Loans pursuant to Article 7.

“CAM Percentage” shall mean, as to each Lender, a fraction, expressed as a percentage, of which (a) the numerator shall be the sum of (i) the aggregate principal amount of Loans, if any, owed to such Lender and (ii) the LC Exposure, if any, of such Lender, in each case immediately prior to the CAM Exchange Date and (b) the denominator shall be the sum of (i) the aggregate principal amount of Loans owed to all the Lenders and (ii) the aggregate LC Exposure of all the Lenders, in each case immediately prior to such CAM Exchange Date.

“Capital Expenditures” shall mean, for any period, the aggregate of all expenditures (whether (i) paid in cash and not theretofore accrued or (ii) accrued as liabilities during such period, and including that portion of any Capitalized Lease which is capitalized on the consolidated balance sheet of the Holdco Group) net of cash amounts received by the Holdco Group from other Persons during such period in reimbursement of Capital Expenditures made by the Holdco Group, excluding interest capitalized during construction, made by the Holdco Group during such period that, in conformity with GAAP, are required to be included in or reflected by the property, plant, equipment or similar fixed asset accounts reflected in the consolidated balance sheet of the Holdco Group (including equipment which is purchased simultaneously with the trade-in of existing equipment owned by the Holdco Group to the extent of the gross amount of such purchase price less the “trade-in” value or credit granted by the purchaser of the equipment being traded in at such time), but excluding expenditures made (A) in connection with the replacement or restoration of assets to the extent reimbursed or financed from (x) insurance proceeds paid on account of the loss of or the damage to the assets being replaced or restored or (y) awards of compensation arising from the taking by condemnation or eminent domain of such assets being replaced and (B) from the proceeds of an equity contribution made to a Group Member by a Person that is not a Group Member.

“Capitalized Lease” shall mean, as applied to any Person, any lease of property by such Person as lessee which would be capitalized on a balance sheet of such Person prepared in accordance with GAAP.

“Cash Collateralization” shall have the meaning given such term in Section 2.02(k).

“Casualty Event” shall mean any casualty or other insured damage to, or loss or destruction of, any property or assets of any Group Member, or any taking of any such property or assets under any power of eminent domain or by condemnation or similar proceeding, or any transfer of any such property or assets in lieu of a condemnation or similar taking thereof, in each case to the extent that the fair market value of such property or assets exceeds $1,000,000 for any individual occurrence or series of related occurrences.

6

“Change in Law” shall mean (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender or Issuing Lender (or, for purposes of Section 2.15(b), by any lending office of such Lender or Issuing Lender or by such Lender’s or Issuing Lender’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.

A “Change of Control” shall be deemed to have occurred if (a) at any time prior to a Qualified IPO, the Sponsor Group shall fail to own directly or indirectly, beneficially and of record, Equity Interests representing at least 51% of the aggregate ordinary voting power and aggregate equity value represented by the issued and outstanding Equity Interests in Holdings; (b) after a Qualified IPO, any “person” or “group” (within the meaning of Rule 13d-5 of the Securities Exchange Act of 1934, as amended) other than the Sponsor Group shall own directly or indirectly, beneficially or of record, Equity Interests representing (i) more than 30% of either the aggregate ordinary voting power or the aggregate equity value represented by the issued and outstanding Equity Interests in Holdings and (ii) a greater percentage of either the aggregate ordinary voting power or the aggregate equity value represented by the issued and outstanding Equity Interests in Holdings then held, directly or indirectly, beneficially and of record, by the Sponsor Group; (c) a majority of the seats (other than vacant seats) on the board of directors of Holdings shall at any time be occupied by persons who are not Continuing Directors; or (d) Holdings shall at any time fail to own directly or indirectly, beneficially and of record, 100% of each class of issued and outstanding Equity Interests in Holdco free and clear of all Liens (other than Liens created by the Loan Documents and the Other Loan Documents).

“Class”, when used (i) in reference to any Loan or Group of Loans, refers to whether such Loans are Euro Loans or US Loans, (ii) in reference to any Commitment, refers to whether such Commitment is a Deposit Commitment, a Euro Commitment or a US Commitment and (iii) in reference to any Lender, refers to a Lender with a Loan or Commitment of the relevant Class.

“Closing Date” shall mean the date on which this Agreement has been executed and the conditions precedent to the making of the initial Loans set forth in Section 4.01 have been satisfied or waived.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

7

“Collateral” shall mean all property and assets of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document.

“Commitment” shall mean a Deposit Commitment, a Euro Commitment or a US Commitment.

“Commitment Letter” shall mean that certain Commitment Letter dated April 30, 2007 among the Agent, JPMorgan, GSCP and TA Acquisition Company LLC.

“Company Material Adverse Effect” shall mean any change, effect, event, occurrence, development, circumstance or state of facts materially adverse to the business, properties, operations, financial condition or results of operations of the Acquired Assets (including the Foreign Entities and their respective businesses), the Assumed Contracts and the Assumed Liabilities of the Tower Group, taken as a whole, or which materially impair the ability of Seller to perform its obligations under the Purchase Agreement or have a materially adverse effect on or prevent or materially delay the consummation of the transactions contemplated by the Purchase Agreement; provided, that the following shall be excluded from any determinations as to whether a Material Adverse Effect has occurred: any change, effect, event, occurrence, development, circumstance or state of facts in general economic or political conditions, conditions in the United States or worldwide capital markets and any act of terrorism or any outbreak of hostilities or war.

“Confirmation Order” shall mean the order of the Bankruptcy Court confirming the Plan of Reorganization pursuant to Section 1129 of the Bankruptcy Code.

“Consolidated EBITDA” shall mean, for any period, Consolidated Net Income for such period plus, without duplication:

(a) provision for taxes based on income or profits for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

(b) Consolidated Interest Expense for such period, to the extent that such Consolidated Interest Expense was deducted in computing such Consolidated Net Income; plus

(c) the amount of any expenses (or revenue offsets) attributable to accelerated payments on the accounts receivable of the Holdco Group, to the extent that such expenses (or revenue offsets) were deducted in computing such Consolidated Net Income; plus

(d) depreciation, amortization (including amortization of intangibles), goodwill and other asset impairment charges and other non-cash expenses

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(excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period) for such period to the extent that such depreciation, amortization and other non-cash charges or expenses were deducted in computing such Consolidated Net Income; plus

(e) the amount of any minority interest expense deducted in computing such Consolidated Net Income; plus

(f) any non-cash compensation charge arising from any grant of stock, stock options or other equity-based awards, to the extent deducted in computing such Consolidated Net Income; plus

(g) any expenses associated with the application of Statement of Financial Accounting Standards Nos. 87 and 106 in an aggregate amount not to exceed $15,000,000 in any consecutive twelve-month period; plus

(h) any non-cash Statement of Financial Accounting Standards No. 133 income (or loss) related to hedging activities, to the extent deducted in computing such Consolidated Net Income; plus

(i) any non-cash Statement of Financial Accounting Standards No. 52 income (or loss) related to the mark-to-market of Indebtedness denominated in a currency other than Dollars, to the extent deducted in computing such Consolidated Net Income; plus

(j) any non-cash expenses arising from the implementation of purchase accounting, to the extent deducted in computing such Consolidated Net Income; minus

(k) non-cash items increasing such Consolidated Net Income for such period, other than (i) the accrual of revenue consistent with past practice and (ii) the reversal in such period of an accrual of, or cash reserve for, cash expenses in a prior period, to the extent such accrual or reserve did not increase Consolidated EBITDA in a prior period;

in each case determined on a consolidated basis in accordance with GAAP.

Notwithstanding the foregoing, except with respect to Seojin, the provision for taxes based on the income or profits of, the Consolidated Interest Expense of, and the depreciation and amortization and other non-cash expenses of, a Subsidiary will be added to Consolidated Net Income to compute Consolidated EBITDA only to the extent that a corresponding amount would be permitted, as of such determination date, to be dividended or distributed to a Loan Party by such Subsidiary (x) without direct or indirect restriction pursuant to the terms of its charter and all agreements and instruments applicable to such Subsidiary or its stockholders (other than the Loan Documents and the Other Loan Documents) and (y) without prior governmental approval (that has not been obtained) and without direct or indirect restriction pursuant to any or Requirement of Law applicable to such Subsidiary.

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“Consolidated Interest Expense” shall mean, for any period, the sum of (a) the interest expense (including imputed interest expense in respect of Capitalized Leases of the Holdco Group) for such period and all commissions, discounts and other fees and charges owed by the Holdco Group with respect to letters of credit and bankers’ acceptance financing, net of interest income, in each case determined on a consolidated basis in accordance with GAAP, plus (b) any interest accrued during such period in respect of Indebtedness of the Holdco Group that is required to be capitalized rather than included in consolidated interest expense for such period in accordance with GAAP; provided that until the conclusion of four full fiscal quarters following the Closing Date, Consolidated Interest Expense shall be determined on a Pro Forma Basis. For purposes of the foregoing, interest expense shall be determined after giving effect to any net payments made or received by Holdco or any Subsidiary with respect to interest rate Hedging Agreements. Notwithstanding the foregoing, Consolidated Interest Expense shall be deemed to be (A) $17,000,000 for the fiscal quarter ended December 31, 2006, (B) $17,000,000 for the fiscal quarter ended March 31, 2007, (C) $17,000,000 for the fiscal quarter ended June 30, 2007 and (D) for the period from and including July 1, 2007 to but excluding the Closing Date, the product of (i) $17,000,000 and (ii) a fraction, the numerator of which is the number of days in such period and the denominator of which is 90.

“Consolidated Net Income” shall mean, the consolidated net income (loss) of the Holdco Group, determined in accordance with GAAP, excluding, however:

(a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with Holdco or any of its Subsidiaries,

(b) the income (or deficit) of any Person (other than a Subsidiary) in which any Group Member has an ownership interest, except to the extent that any such income is actually received by such Group Member in the form of dividends or similar distributions,

(c) the undistributed earnings of any Subsidiary other than Seojin to the extent that the declaration or payment of dividends and other distributions by such Subsidiary to a Loan Party is not at the time permitted by the terms of any contractual obligation (other than the Loan Documents and the Other Loan Documents) or Requirement of Law applicable to such Subsidiary,

(d) any gain or loss on sales of assets outside the ordinary course of business, and

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(e) any extraordinary or non-recurring gain, loss, expense or charge (including restructuring charges, severance charges and bankruptcy-related and similar one-time expenses, but excluding any such charges and expenses related to the Transactions that are incurred after the one year anniversary of the Closing Date), together with any related provision for taxes; provided that (i) payments of “Capped Payments” (as defined in the Asset Purchase Agreement) subsequent to the Closing Date in an aggregate amount not to exceed $35,000,000 shall not be subject to the one year limitation set forth above and (ii) non-recurring cash charges other than those (A) related to the Transactions or (B) incurred prior to the Closing Date shall not exceed $25,000,000 in any period of four consecutive fiscal quarters.

“Consultants” shall have the meaning given such term in Section 6.08.

“Consummation Date” shall mean the date of the substantial consummation (as defined in Section 1101 of the Bankruptcy Code and which for purposes of this Agreement shall be no later than the effective date) of the Plan of Reorganization.

“Continuing Directors” shall mean, at any time, any member of the board of directors of Holdings who (a) was a member of such board of directors on the Closing Date, after giving effect to the Acquisition, or (b) was nominated for election or elected to such board of directors with the approval of (i) a majority of the Continuing Directors who were members of such board of directors at the time of such nomination or election or (ii) the Sponsor Group.

“Credit Contact” shall have the meaning assigned to such term in clause (ii)(D) of Section 10.03(b).

“Current Assets” shall mean, at any time, the consolidated current assets (other than cash, deferred taxes and Permitted Investments) of the Group Members.

“Current Liabilities” shall mean, at any time, the consolidated current liabilities of the Group Members at such time, but excluding, without duplication, (a) the current portion of any long term Indebtedness, (b) outstanding Revolving Credit Loans and Swing Line Loans (as defined in the Revolving Credit Facility Agreement) and (c) deferred taxes.

“Default” shall mean any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“Deposit” shall mean, with respect to each Deposit Lender at any time, the amounts actually on deposit in the Deposit Account to the credit of such Lender’s Deposit Sub-Account at such time.

“Deposit Account” shall have the meaning set forth in Section 2.14(a).

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“Deposit Account Control Agreement” shall mean a deposit account control agreement in the form specified in Exhibit H to the Security Agreement, or in such other form as is reasonably acceptable to the Agent.

“Deposit Commitment” shall mean, with respect to each Deposit Lender, the commitment of such Deposit Lender to acquire participations in Letters of Credit hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.10 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 10.03. The initial amount of each Deposit Lender’s Deposit Commitment is set forth on Annex A or in the Assignment and Acceptance pursuant to which such Deposit Lender shall have assumed its Deposit Commitment, as applicable. The initial aggregate amount of the Deposit Commitments is $60,000,000.

“Deposit Exposure” shall mean, with respect to any Deposit Lender at any time, (i) the amount of such Lender’s Deposit Commitment, if the Deposit Commitments are still in existence, or (ii) if the Deposit Commitments have terminated or expired, the amount of its LC Exposure.

“Deposit Lender” shall mean a Lender with Deposit Exposure.

“Deposit Percentage” shall mean, at any time, with respect to each Deposit Lender, the percentage obtained by dividing its Deposit Commitment at such time by the total amount of the Deposit Commitments or, if the Deposit Commitments have been terminated, the Deposit Percentage of each Lender that existed immediately prior to such termination (adjusted to give effect to any subsequent assignments pursuant to Section 10.03).

“Deposit Return” shall have the meaning set forth in Section 2.14(d).

“Deposit Sub-Account” shall have the meaning set forth in Section 2.14(a).

“Dollars” and “$” shall mean lawful money of the United States of America.

“Domestic Acquired Assets” shall mean all Acquired Assets other than (i) Equity Interests in Foreign Subsidiaries and (ii) Holdings Assets.

“Domestic Subsidiary” shall mean any Subsidiary that is not a Foreign Subsidiary.

“DPW” shall have the meaning given such term in Section 10.05.

“Dutch Omnibus Security Document” means the Dutch law pledge over intercompany receivables and bank accounts dated on or about the date hereof and entered into between Tower Automotive Europe B.V., Tower Automotive International B.V. and the European Borrower each as pledgors and the Agent as pledgee.

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“Eligible Assignee” shall mean (i) a commercial bank having total assets in excess of $1,000,000,000; (ii) a finance company, insurance company or other financial institution or fund, in each case reasonably acceptable to the Agent, which in the ordinary course of business extends credit of the type contemplated herein and has total assets in excess of $200,000,000 and whose becoming an assignee would not constitute a prohibited transaction under Section 4975 of ERISA; (iii) a Lender Affiliate of the assignor Lender; and (iv) any other financial institution satisfactory to the Agent.

“Environmental Laws” shall mean all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating to the protection of the environment, preservation or reclamation of natural resources, the management, release or threatened release of any hazardous or toxic substances, wastes or pollutants or to health and safety matters.

“Environmental Liability” shall mean any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of Holdco or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Lien” shall mean a Lien in favor of any Governmental Authority for (i) any liability under federal or state Environmental Laws or (ii) damages arising from or costs incurred by such Governmental Authority in response to a release or threatened release of a Hazardous Materials into the environment.

“Equity Contribution” shall have the meaning given such term in the recitals to this Agreement.

“Equity Interests” shall mean shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

“Equity Issuance” shall mean any issuance or sale by Holdco of any of its Equity Interests, except for (i) sales or issuances to management or employees of the Holdco Group (A) under any employee stock option or stock purchase plan or employee benefit plan in existence from time to time or (B) in an amount not to

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exceed $1,000,000 for any individual sale or issuance or (ii) sales or issuances to Holdings which are funded by Holdings with the proceeds of sales or issuances of its Equity Interests to either Persons described in (i) or to a member of the Sponsor Group.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” shall mean any trade or business (whether or not incorporated) that, together with the any Loan Party, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ERISA Event” shall mean (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30 day notice period is waived); (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by any Loan Party or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by any Loan Party or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by any Loan Party or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by any Loan Party or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

“EURIBOR Rate” shall mean, with respect to any Group of Euro Loans for any Interest Period, the rate per annum appearing on Telerate Page 248 at approximately 11:00 a.m. (Brussels time) on the date that is two Business Days prior to the commencement of such Interest Period as the rate for deposits in Euros for a period equal to such Interest Period; provided that, to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “EURIBOR Rate” shall be the interest rate per annum determined by the Agent to be the average of the rates per annum at which deposits in Euros are offered for such relevant Interest Period to major banks in the European interbank market by the Agent at approximately 11:00 a.m. (Brussels time) on the date that is two Business Days prior to the beginning of such Interest Period.

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“Euro” and “€” shall mean the lawful currency of Participating Member States.

“Euro Commitment” shall mean, as to any Lender, the commitment (if any) of such Lender to make Euro Loans hereunder in the amount set forth opposite its name in Annex A hereto or as may be subsequently set forth in the Register from time to time, as the case may be, and as may be reduced or increased from time to time pursuant to Sections 2.10 and 10.03.

“Euro Lender” shall mean any Lender having a Euro Commitment or holding a Euro Loan.

“Euro Loan” shall have the meaning set forth in Section 2.01(b).

“Eurocurrency Liabilities” shall have the meaning assigned thereto in Regulation D issued by the Board, as in effect from time to time.

“Eurodollar”, when used in reference to any Loan or Group, refers to whether such Loan, or the Loans comprising such Group, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

“European Borrower” shall have the meaning given such term in the preamble to this Agreement.

“European Loan Party” shall mean the European Borrower and each Foreign Subsidiary that has become a party to the Foreign Subsidiary Guarantee or the Foreign Subsidiary Guarantee (as defined in the Second Lien Term Loan Agreement).

“Event of Default” shall have the meaning given such term in Article 7.

“Excess Cash Flow” shall mean, for any fiscal year of Holdco, the excess of:

(a) the sum, without duplication, of: (i) Consolidated Net Income for such fiscal year, (ii) reductions to non-cash working capital of the Group Members for such fiscal year (i.e., the decrease, if any, in Current Assets minus Current Liabilities from the beginning to the end of such fiscal year), (iii) depreciation, amortization (including amortization of intangibles), goodwill and other asset impairment charges (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period) for such fiscal year to the extent deducted in computing such Consolidated Net Income and (iv) any excess of (b)(vi)(Y) below over (b)(vi)(X) below; over

(b) the sum, without duplication, of: (i) an amount equal to the amount of (x) all non-cash credits included in calculating such Consolidated Net Income and cash charges added in the definition of Consolidated Net Income and (y) any extraordinary, or non-recurring loss, expense or charge paid in cash during such

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fiscal year and excluded from the calculation of Consolidated Net Income in accordance with clause (d) of the definition of Consolidated Net Income, (ii) Capital Expenditures made in cash during such fiscal year in accordance with the terms of this Agreement, (iii) the aggregate amount of all principal payments of Indebtedness of the Holdco Group (including (x) the principal component of payments in respect of Capitalized Leases and (y) the amount of any permanent prepayments of Indebtedness, in each case, made in cash and to the extent that the Indebtedness prepaid by its terms cannot be re-borrowed or redrawn and such prepayments were not financed with the proceeds of other long-term Indebtedness of a Group Member, (iv) an amount equal to the aggregate net gain on the sale, lease, transfer or other disposition of assets by the Holdco Group during such period (other than sales in the ordinary course of business) to the extent included in calculating such Consolidated Net Income, (v) additions to non-cash working capital (i.e., the increase, if any, in Current Assets minus Current Liabilities from the beginning to the end of such fiscal year), (vi) any excess of (X) any cash payments made by any Group Member during such fiscal year in respect of pension plans, pension costs and other post-employment benefits over (Y) the expense in respect thereof deducted in the determination of Consolidated Net Income, (vii) the aggregate amount of Capped Payments (as defined in the Purchase Agreement actually made by the Holdco Group in cash during such fiscal year,(viii) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Holdco Group during such fiscal year that are required to be made in connection with any prepayment of Indebtedness, (ix) the amount of cash Taxes paid in such fiscal year, (x) an amount equal to the income and withholding taxes (as estimated in good faith by senior financial or senior account officer of Holdco giving effect to the overall tax position of the Holdco Group) payable in the period following the period for which Excess Cash Flow is determined in respect of that amount of Excess Cash Flow that is attributable to the actual repatriation to any Group Member of undistributed earnings of Foreign Subsidiaries of any Group Member to enable a Group Member to prepay the Obligations as required under Section 2.12(c) in respect of Excess Cash Flow for such period and (xi) cash restructuring costs paid during such fiscal year to the extent not included in the calculation of Consolidated Net Income.

“Exchange Rate” shall mean the Agent’s spot rate of exchange for the purchase of a currency with another currency in the London foreign exchange market at or about 11:00 a.m. (London time) on a particular day.

“Excluded Taxes” shall mean, with respect to the Agent, any Lender, any Issuing Lender or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder, (a) income or franchise taxes imposed on (or measured by) its net income, profits or gains (however denominated) by the United States of America, or by a jurisdiction as a result of such recipient being organized in, or having its principal office located in, or in the case of any Lender having its applicable lending office located in or having any other present or former connection with, such jurisdiction, (b) any branch

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profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in or with which such Lender is organized, located or presently or formerly connected (other than as noted above) and (c) any withholding tax that is imposed on amounts payable to or beneficially owned by any (x) Foreign Lender or (y) partner, member, beneficiary or settlor of any Lender (each person described in (x) or (y) a “Withholding Tax Payer”), in each case at the time such Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such Withholding Tax Payer’s failure to comply with Section 2.17(e), except (i) to the extent that such Withholding Tax Payer (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from any Loan Party with respect to such withholding tax pursuant to Section 2.17(a) and (ii) if such Lender is a Deposit Lender that has complied with Section 2.17(e), any withholding tax that is imposed on amounts payable to or beneficially owned by such Withholding Tax Payer pursuant to Section 2.21.

“Existing DIP Facility” shall mean that certain Revolving Credit, Term Loan and Guaranty Agreement (as amended, restated, supplemented, extended or otherwise modified to the date hereof), dated as of February 2, 2005, among the R.J. Tower Corporation, Tower Automotive, Inc., the subsidiaries of each of the foregoing party thereto, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.

“Existing Letters of Credit” shall mean the letters of credit set forth on Schedule 1.01(a).

“Facilities” shall mean the credit facilities extended pursuant to the Loan Documents and the Other Loan Documents.

“Federal Funds Effective Rate” shall mean, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Agent from three Federal funds brokers of recognized standing selected by it.

“Fees” shall collectively mean the fees referred to in Sections 2.20, 2.21 and 2.22.

“Final Order” shall mean an order of the Bankruptcy Court as to which the time to file an appeal, a motion for rehearing or reconsideration or a petition for writ of certiorari has expired and no such appeal, motion or petition is pending.

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“Financial Officer” of a Person shall mean the chief financial officer, controller, corporate controller, treasurer or corporate treasurer of such Person.

“First Priority Debt” shall mean, at any time, the sum of (a) the principal amount of all outstanding Loans, Revolving Credit Loans and, without duplication, all other Indebtedness of each Foreign Subsidiary that would be reflected on a consolidated balance sheet of the Holdco Group prepared in accordance with GAAP at such time (other than (i) any Indebtedness of a Foreign Subsidiary of the type described in clause (vi) of the definition of “Indebtedness” and (ii) any Indebtedness in respect of the Second Lien Term Loans) minus (b) the aggregate amount of cash that would be reflected on a consolidated balance sheet of the Holdco Group prepared in accordance with GAAP at such time.

“First Priority Leverage Ratio” shall mean, on any date, the ratio of (a) First Priority Debt on such date to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended on or prior to such date, taken as one accounting period.

“Foreign Collateral Documents” shall mean the documents set forth in Schedule 1.01(b) and any additional document entered into by a Foreign Subsidiary to create a Lien to secure, directly or indirectly, the Obligations of the European Borrower.

“Foreign Entities” shall have the meaning given such term in the Purchase Agreement.

“Foreign Holdco” shall have the meaning given such term in the preamble to this Agreement.

“Foreign Lender” shall mean any Lender that is organized under the laws of a jurisdiction other than that in which the US Borrower is located. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Foreign Subsidiary” shall mean any Subsidiary that (i) is a “controlled foreign corporation” within the meaning of the Code or (ii) is a subsidiary of a Person described in (i).

“Foreign Subsidiary Guarantee” shall mean (i) the Guarantee in substantially the form of Exhibit I or (ii) any other instrument pursuant to which a Foreign Subsidiary guarantees the Obligations of the European Borrower.

“Funding Account” shall mean the deposit account(s) of the Borrower to which the Lenders are authorized by the Borrower to transfer the proceeds of any borrowings requested or authorized pursuant to this Agreement, as set forth in a notice provided to the Agent.

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“GAAP” shall mean generally accepted accounting principles applied in accordance with Section 1.03.

“Governmental Authority” shall mean the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Group Member” shall mean Holdco or any Subsidiary of Holdco.

“Group of Loans” or “Group” shall mean, at any time, a group of Loans consisting of (i) all Loans which are ABR Loans at such time, (ii) all Eurodollar Loans having the same Interest Period at such time and (iii) all Euro Loans having the same Interest Period at such time.

“GSCP” shall mean Goldman Sachs Credit Partners L.P.

“Guarantee” of or by any Person (the “guarantor”) shall mean any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

“Guarantors” shall mean Holdings, Holdco and each of the Subsidiary Guarantors.

“Hazardous Materials” shall mean all radioactive substances or wastes and all hazardous or toxic substances, wastes or pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Hedging Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or

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measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Holdco Group, including the management incentive plan described in Section 6.2 of the Purchase Agreement, shall be a Hedging Agreement.

“Holdco” shall have the meaning given such term in the preamble to this Agreement.

“Holdco Group” shall mean Holdco and its Subsidiaries.

“Holdings” shall have the meaning given such term in the preamble to this Agreement.

“Holdings Assets” shall mean (i) all Equity Interests in Metalsa included in the Acquired Assets and (ii) those “Chapter 5 Claims” (as defined in the Purchase Agreement) included in the Acquired Assets.

“Incremental US Loans” shall have the meaning given such term in Section 2.28(a).

The “Incurrence Test” shall be met with respect to any incurrence of Indebtedness or other transaction if, and only if, on a Pro Forma Basis, the Interest Coverage Ratio is not less than 2.00 to 1.00.

“Indebtedness” shall mean, at any time and with respect to any Person, (i) all indebtedness of such Person for borrowed money, (ii) all indebtedness of such Person for the deferred purchase price of property or services (other than accounts payable for property, including inventory and services purchased, and expense accruals and deferred compensation items arising in the ordinary course of business), (iii) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments (other than performance, surety and appeal bonds arising in the ordinary course of business), (iv) the principal portion of all obligations of such Person under Capitalized Leases, (v) all reimbursement, payment or similar obligations of such Person, contingent or otherwise, under acceptance, letter of credit or similar facilities, (vi) all obligations of such Person in respect of (x) currency swap agreements, currency future or option contracts and other similar agreements designed to hedge against fluctuations in foreign interest or exchange rates and (y) interest rate swap, cap or collar agreements and interest rate future or option contracts, in each case on a marked-to-market basis, (vii) all Indebtedness referred to in clauses (i) through (vi) above guaranteed directly or indirectly by such Person, (viii) all Indebtedness referred to in clauses (i) through (vii) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the

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payment of such Indebtedness; provided, however, such Indebtedness referred to in this clause (viii) shall be the lesser of the value of such property on which a Lien is attached or the amount of such Indebtedness and (ix) financings described in Section 6.06(e).

“Indemnified Taxes” shall mean Taxes other than Excluded Taxes.

“Indemnitee” shall have the meaning given such term in Section 10.05(b).

“Information Memorandum” shall mean the Confidential Information Memorandum dated June 2007 relating to the Loan Parties and the Transactions.

“Initial Mortgaged Property” shall have the meaning given such term in Section 4.01(d).

“Insufficiency” shall mean, with respect to any Plan, its “amount of unfunded benefit liabilities” within the meaning of Section 4001(a)(18) of ERISA, if any.

“Intercreditor Agreement” shall mean that certain Intercreditor Agreement, dated as of July 31, 2007, among JPMorgan Chase Bank, N.A., as representative with respect to the ABL credit agreement, JPMorgan Chase Bank, N.A., as representative with respect to the first lien term loan agreement, Goldman Sachs Credit Partners L.P., as a representative with respect to the second lien term loan agreement and subagent, JPMorgan Chase Bank, N.A., as European collateral agent and representative with respect to the European collateral and the Dutch collateral, and each of the other parties thereto.

“Interest Coverage Ratio” shall mean, on any date, the ratio of (a) Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended on or prior to such date, taken as one accounting period, to (b) cash Consolidated Interest Expense (excluding amounts not paid or payable in cash, including, but not limited to, amortization of debt issuance costs and amortization of original issue discount) for the period of four consecutive fiscal quarters ended on or prior to such date, taken as one accounting period.

“Interest Election Request” shall mean a request by the Borrower to convert or continue a Group of Loans in accordance with Section 2.05.

“Interest Payment Date” shall mean (a) with respect to any ABR Loan, the last Business Day of each March, June, September and December and (b) with respect to any Eurodollar Loan or Euro Loan, the last day of the Interest Period applicable to the Group of which such Loan is a part and, in the case of a Group with an Interest Period of more than three months’ duration, each day that would have been an Interest Payment Date had successive Interest Periods of three months’ duration been applicable to such Group.

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“Interest Period” shall mean, as to any Group of Eurodollar Loan or Euro Loans, the period commencing on the date of borrowing of such Group (or date of conversion from ABR Loans) or on the last day of the preceding Interest Period applicable to such Group and ending on the numerically corresponding day (or if there is no corresponding day, the last day) in the calendar month that is one, three, six or, if consented to by all of the Lenders, nine or twelve months thereafter, as the Borrower may elect in the related notice delivered pursuant to Sections 2.03 or 2.05; provided, however, that (i) if any Interest Period would end on a day which shall not be a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) no Interest Period may end after any Amortization Date unless the aggregate principal amount of Loans of the applicable Class with Interest Periods ending on or before such Amortization Date (together with, in the case of US Loans, any ABR Loans) at least equals the amount of the amortization payment in respect of such Class required to be made on such Amortization Date and (iii) no Interest Period shall end later than the Maturity Date.

“Investments” shall have the meaning given such term in Section 6.05.

“Issuing Lender” shall mean (i) JPMorgan Chase Bank, NA., in its capacity as issuer of the Existing Letters of Credit and (ii) JPMorgan Chase Bank, N.A., in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.02(j), or another Lender reasonably satisfactory to the Borrower and the Agent. The Issuing Lender may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the Issuing Lender, in which case the term “Issuing Lender” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

“JPMorgan” shall mean J.P. Morgan Securities Inc.

“JPMCB” shall mean JPMorgan Chase Bank, N.A.

“Joinder Agreement” shall have the meaning given such term in Section 5.13(a).

“KRW” shall mean Korean Won, the official currency of the Republic of Korea.

“Landlord Consent and Agreement” shall mean a landlord consent and agreement (with a consent by the landlord’s mortgagee, if applicable) substantially the form of Exhibit J with such changes as are satisfactory to the Agent in its Permitted Discretion.

“LC Availability Period” shall mean the period from and including the Closing Date to but excluding the fifth Business Day prior to the Maturity Date.

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“LC Disbursement” shall mean a payment made by the Issuing Lender pursuant to a Letter of Credit.

“LC Exposure” shall mean, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any Deposit Lender at any time shall be its Deposit Percentage of the LC Exposure at such time.

“L/C Reserve Account” shall have the meaning given such term in Section 2.24(c).

“Legal Reservations” shall mean:

(a) the principle that equitable remedies may be granted or refused at the discretion of a court, the limitation of enforcement by laws relating to insolvency, reorganization and other laws generally affecting the rights of creditors;

(b) the time barring of claims under the laws of any relevant jurisdiction, and defenses of setoff or counterclaim; and

(c) any other qualifications as to matters of law (but not fact) in the legal opinions required to be delivered pursuant to the Loan Documents.

“Lender Affiliate” shall mean, (a) with respect to any Lender, (i) an Affiliate of such Lender or (ii) any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and is administered or managed by a Lender or an Affiliate of such Lender and (b) with respect to any Lender that is a fund which invests in bank loans and similar extensions of credit, any other fund that invests in bank loans and similar extensions of credit and is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

“Lenders” shall mean the Persons listed on Annex A and any other Person that shall have become a party hereto pursuant to an assignment in accordance with Section 10.03, other than any such Person that ceases to be a party hereto pursuant to an assignment in accordance with Section 10.03.

“Letter of Credit” shall mean (A) any irrevocable letter of credit issued pursuant to Section 2.02, which letter of credit shall be (i) an import documentary or a standby letter of credit, (ii) issued for purposes that are consistent with the provisions of this Agreement (including, without limitation, Section 3.08), (iii) denominated in Dollars and (iv) otherwise in such form as may be reasonably approved from time to time by the Agent and the applicable Issuing Lender and (B) the Existing Letters of Credit.

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“Letter of Credit Account” shall mean the account established by the Borrower under the sole and exclusive control of the Agent maintained at the office of the Agent at 270 Park Avenue, New York, New York 10017 designated as the “Tower Letter of Credit Account” that shall be used solely for the purposes set forth herein.

“Letter of Credit Fees” shall mean the fees payable in respect of Letters of Credit pursuant to Section 2.22.

“LIBO Rate” shall mean, with respect to any Eurodollar Group for any Interest Period, the rate appearing on Page 3750 of the Dow Jones Market Service (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the “LIBO Rate” with respect to such Eurodollar Group for such Interest Period shall be the rate at which Dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

“Lien” shall mean (a) any mortgage, deed of trust, pledge, hypothecation, security interest, encumbrance, lien or charge of any kind whatsoever, (b) the interest of a vendor or a lessor under any conditional sale, capital lease or other title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Liquidating Subsidiary” means (i) MT STAHL Handelsgesellschaft Verwaltung GmbH, a company domiciled in Germany, (ii) Tower Automotive Verwaltung GmbH, a company domiciled in Germany and (iii) Tower Automotive s.r.o., a company domiciled in the Czech Republic.

“Loan” shall mean a Euro Loan or a US Loan.

“Loan Availability Period” shall mean the period from and including the date of this Agreement to but excluding August 1, 2007.

“Loan Documents” shall mean this Agreement, the Security Documents, the Foreign Subsidiary Guarantees and any notes issued pursuant to Section 2.09.

“Loan Parties” shall mean the Borrowers and the Guarantors.

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“Mandatory Costs Rate” shall mean a rate per annum determined in accordance with Exhibit D.

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, operations or condition, financial or otherwise, of the Holdco Group taken as a whole, (b) the ability of any Loan Party to perform any of its obligations under the Loan Documents to which it is a party, (c) the Collateral, or the Agent’s Liens (on behalf of itself and the Lenders) on the Collateral or the priority of such Liens taken as a whole, or (d) the rights of or benefits available to the Secured Parties thereunder.

“Material Indebtedness” means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Hedging Agreements, of the Holdco Group in an aggregate principal amount exceeding $35,000,000. For purposes of determining Material Indebtedness, the “obligations” of Holdco or any Subsidiary thereof in respect of any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that Holdco or such Subsidiary would be required to pay if such Hedging Agreement were terminated at such time.

“Maturity Date” shall mean July 31, 2013.

“Metalsa” shall mean Metalsa, S. de R.L.

“Metalsa Asset Sale” shall mean the sale, transfer or other disposition (by way of merger, casualty, condemnation or otherwise) by Holdings, any of its subsidiaries or Metalsa or any of its subsidiaries to any Person other than Holdings, any Group Member, any subsidiary of Holdings that is a direct or indirect parent of Metalsa or any subsidiary of Metalsa of (a) any Equity Interests in Metalsa, any of Metalsa’s subsidiaries or any of Metalsa’s direct or indirect parents (other than Holdings or any of Holdings’ direct or indirect parents) (other than directors’ qualifying shares and shares required by applicable law to be held by foreign nationals (but only to the extent of such legal requirement)) or (b) any other assets of Metalsa, any of Metalsa’s subsidiaries or any of Metalsa’s direct or indirect parents (other than Holdings or any of Holdings’ direct or indirect parents) (other than (i) inventory, damaged, surplus, obsolete or worn out assets, scrap and Permitted Investments, in each case disposed of in the ordinary course of business and (ii) any sale, transfer or other disposition or series of related sales, transfers or other dispositions having a value not in excess of $500,000 in the aggregate in any calendar year).

“Minority Lenders” shall have the meaning given such term in Section 10.09(b).

“Moody’s” shall mean Moody’s Investors Service, Inc.

“Mortgages” shall mean each of the mortgages and deeds of trust made by any Loan Party in favor of, or for the benefit of, the Agent for the benefit of

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the Secured Parties substantially in the form of Exhibit F-1 or Exhibit F-2, as applicable (with such changes thereto as shall be reasonably requested by the Agent in view of the law of the jurisdiction in which such mortgage or deed of trust is to be recorded), as the same may be amended, supplemented or otherwise modified from time to time.

“Multiemployer Plan” shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Net Cash Proceeds” shall mean (a) with respect to any Asset Sale or any Metalsa Asset Sale of the type described in clause (b) of the definition thereof, the proceeds thereof in the form of cash and Permitted Investments (including any such proceeds subsequently received (as and when received) in respect of noncash consideration initially received), net of (i) selling expenses (including reasonable and customary broker’s fees or commissions, legal and other professional fees, transfer and similar taxes incurred in connection therewith and the Borrower’s good faith estimate of income taxes paid or payable in connection with such sale, after taking into account any available tax credits or deductions related to such assets and any tax sharing arrangements related to such assets), (ii) amounts provided as a reserve, in accordance with GAAP, against any liabilities under any indemnification obligations or purchase price adjustment associated with such disposition (provided that, to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Cash Proceeds) and (iii) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness for borrowed money which is secured by the asset sold in such disposition and which is required to be repaid with such proceeds (other than any such Indebtedness assumed by the purchaser of such asset); (b) with respect to any issuance or incurrence of Indebtedness, any Equity Issuance or any Metalsa Asset Sale of the type described in clause (a) of the definition thereof, the cash proceeds thereof, net of all taxes and customary fees, discounts, commissions, costs and other expenses incurred in connection therewith; and (c) with respect to any Casualty Event, insurance proceeds, condemnation awards and similar payments, in each case, net of the principal amount, premium or penalty, if any, interest on and principal of any Indebtedness for borrowed money which is secured by the assets subject to such Casualty Event and which is required to be repaid with such insurance proceeds, condemnation awards or similar payments and all taxes and fees and out-of-pocket expenses paid by any Group Member to third parties (other than Affiliates) in connection with such Casualty Event.

“Non-Material Subsidiary” shall mean each Subsidiary set forth on Schedule 1.01(c) (as such schedule may be modified from time to time by the Borrowers in their discretion by notice to the Agent); provided that the aggregate revenue of all Non-Material Subsidiaries shall at no time exceed 10% of the consolidated revenue of the Holdco Group for the most recent period of four consecutive fiscal quarters for which financial statements are available at the time of such determination.

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“Obligations” shall mean all unpaid principal of and accrued and unpaid interest on (including interest accruing during the pendency of any bankruptcy, insolvency, receivership, or other similar proceeding, regardless of whether allowed or allowable in such proceeding) the Loans, all LC Exposure, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations of the Loan Parties to the Lenders or to any Lender, the Agent, the Issuing Lender or any indemnified party arising under the Loan Documents.

“Other Loan Documents” shall mean the Revolving Credit Facility Loan Documents and the Second Lien Term Facility Loan Documents.

“Other Taxes” shall mean any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document.

“Participant” shall have the meaning given such term in Section 10.03(e).

“Participating Member State” shall mean any member state of the European Community that adopts or has adopted the Euro as its lawful currency in accordance with legislation of the European Community relating to Economic and Monetary Union.

“Patriot Act” shall mean the USA Patriot Act, Title III of Pub. L. 107-56, signed into law on October 26, 2001, as amended.

“Payment Default Event” shall have the meaning given such term in Section 2.07.

“PBGC” shall mean the Pension Benefit Guaranty Corporation, or any successor agency or entity performing substantially the same functions.

“Permitted Acquisition” shall mean the acquisition by Holdco or any Subsidiary of all or substantially all the assets of a Person or line of business of such Person, or all of the Equity Interests of a person (referred to herein as the “Acquired Entity”); provided that (i) the Acquired Entity shall be in a similar, ancillary or complementary line of business as that of the Holdco Group as conducted during the current and most recently concluded calendar year; (ii) at the time of such transaction, both before and after giving effect thereto, no Default shall have occurred and be continuing; (iii) Holdco and the Subsidiaries shall not incur or assume any Indebtedness in connection with such acquisition, except as permitted by Section 6.03; and (iv) the Loan Parties shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.09 and the Security Documents. Notwithstanding anything to the contrary contained in the immediately preceding sentence, an acquisition which does not otherwise meet the requirements set forth above in the definition of “Permitted Acquisition” shall constitute a Permitted Acquisition if, and to the extent, the Required Lenders agree in writing, prior to the consummation thereof, that such acquisition shall constitute a Permitted Acquisition for purposes of this Agreement.

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“Permitted Discretion” means a determination made in good faith and in the exercise of reasonable (from the perspective of a secured lender) business judgment.

“Permitted Investments” shall mean:

(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within twelve months from the date of acquisition thereof;

(b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, a credit rating of at least ‘A’ from S&P or ‘A2’ from Moody’s;

(c) investments in certificates of deposit, banker’s acceptances and time deposits (including Eurodollar time deposits) maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with (i) any domestic office of the Agent or (ii) any domestic office of any other commercial bank of recognized standing organized under the laws of the United States of America or any State thereof that has a combined capital and surplus and undivided profits of not less than $500,000,000;

(d) investments in repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (a) above entered into with any office of a bank or trust company meeting the qualifications specified in clause (c) above;

(e) investments in money market funds substantially all the assets of which are comprised of securities of the types described in clauses (a) through (e) above;

(f) in the case of a Foreign Subsidiary, investments similar to those described in clauses (a) through (e) in obligations of Persons located in (x) a jurisdiction in which such Foreign Subsidiary is organized or has operations, (y) The Netherlands or (z) Germany; and

(g) to the extent owned on the Closing Date, investments by any Loan Party in the capital stock of any direct or indirect Subsidiary and by any Foreign Subsidiary in any other Foreign Subsidiary.

“Permitted Liens” shall mean: (i) Liens imposed by law (other than Environmental Liens and any Lien imposed under ERISA) for taxes, assessments or charges or levies of any Governmental Authority for claims not yet due or

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which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP; (ii) Liens of landlords and Liens of carriers, warehousemen, suppliers, mechanics, materialmen and other Liens (other than Environmental Liens and any Lien imposed under ERISA) in existence on the Closing Date or thereafter imposed by law and created in the ordinary course of business; (iii) Liens (other than any Lien imposed under ERISA) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts; (iv) easements (including, without limitation, reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations, encroachments, variations and zoning and other restrictions, charges or encumbrances (whether or not recorded) and interest of ground lessors, which do not interfere materially with the ordinary conduct of the business of the Holdco Group and which do not materially detract from the value of the property to which they attach or materially impair the use thereof to the Holdco Group and any other Liens “insured over” by the applicable title insurance company; (v) letters of credit or deposits in the ordinary course to secure leases; (vi) extensions, renewals or replacements of any Lien referred to in paragraphs (i) through (v) above, provided that the principal amount of the obligation secured thereby is not increased and that any such extension, renewal or replacement is limited to the property originally encumbered thereby; (vii) Liens consisting of deposits with derivatives traders as may be required pursuant to the terms of the International Swaps and Derivatives Association, Inc.’s Master Agreement(s) executed in the ordinary course of business in connection with the Holdco Group’s commodity, foreign exchange and interest hedging programs in an aggregate amount not to exceed at any time $5,000,000; (viii) Liens on deposit accounts maintained with, or other property in the custody of, a depositary bank pursuant to its general business terms and in the ordinary course of business, and similar Liens on accounts of Foreign Subsidiaries organized under the laws of the Netherlands arising under clause 18 of the general terms and conditions of any member of the Dutch Bankers’ Association or any similar term applied by a financial institution in the Netherlands pursuant to its general terms and conditions; (ix) Liens in respect of judgments that would not result in an Event of Default under Section 7.01(l); (x) Liens consisting of leases, licenses, subleases and sublicenses of assets (including, without limitation, real property and intellectual property rights) in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of any Group Member and do not secure any Indebtedness; (xi) Liens consisting of pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations to (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to any Group

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Member; (xii) Liens consisting of customary transfer restrictions in joint venture agreements, stockholder agreements or other similar agreements applicable to joint ventures; (xiii) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; (xiv) Liens (A) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.05 to be applied against the purchase price for such Investment, and (B) consisting of an agreement to transfer any property in a disposition permitted under Section 6.06, in each case, solely to the extent such Investment or disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (xv) Liens that are contractual rights of set-off relating to purchase orders and other agreements entered into with customers of any Group Member or any of its Subsidiaries in the ordinary course of business; (xvi) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by any Group Member or its Subsidiaries in the ordinary course of business or Liens arising by operation of law under Article 2 of the UCC in favor of a reclaiming seller of goods or buyer of goods; and (xvii) Liens deemed to exist in connection with investments in repurchase agreements permitted under Section 6.05, provided that such Liens do not extend to any assets other than those assets that are the subject of such repurchase agreements.

“Permitted Refinancing Indebtedness” shall mean Indebtedness issued or incurred (including by means of the extension or renewal of existing Indebtedness) to refinance, refund, extend, renew or replace existing Indebtedness (“Refinanced Indebtedness”); provided that such Indebtedness is not greater than the principal amount of such Refinanced Indebtedness plus the amount of any premiums or penalties and accrued and unpaid interest paid thereon and reasonable fees and expenses, in each case associated with such refinancing, refunding, extension, renewal or replacement, (b) such refinancing, refunding, extending, renewing or replacing Indebtedness has a final maturity that is no sooner than, and a weighted average life to maturity that is no shorter than, such Refinanced Indebtedness, (c) if such Refinanced Indebtedness or any Guarantees thereof are subordinated to the Obligations, such refinancing, refunding, extending, renewing or replacing Indebtedness and any Guarantees thereof remain so subordinated on terms no less favorable to the Lenders, (d) the obligors (or their successors in interest) in respect of such Refinanced Indebtedness immediately prior to such refinancing, refunding, extending, renewing or replacing are the only obligors on such refinancing, refunding, extending, renewing or replacement Indebtedness and (e) such refinancing, refunding, extending, renewing or replacing Indebtedness contains covenants and events of default and is benefited by Guarantees, if any, which, taken as a whole, are determined in good faith by a Financial Officer of Holdco to be no less favorable to the Holdco Group and the Lenders in any material respect than the covenants and events of default or Guarantees, if any, in respect of such Refinanced Indebtedness.

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“Person” shall mean any natural person, corporation, division of a corporation, partnership, limited liability company, trust, joint venture, association, company, estate, unincorporated organization or Governmental Authority or any agency or political subdivision thereof.

“Plan” shall mean any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which any Loan Party or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Plan of Reorganization” shall mean the Joint Plan of Reorganization pursuant to Chapter 11 of the Bankruptcy Code of Tower Automotive, Inc. and certain of its Subsidiaries, each a debtor and debtor-in-possession, together with all schedules and exhibits thereto, as confirmed by the Confirmation Order, together with any amendments, supplements or modifications thereto that have been approved or authorized by the Bankruptcy Court prior to the Closing Date.

“Prime Rate” shall mean the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“Pro Forma Basis” shall mean, with respect to any calculation of any financial test in connection with any acquisition, incurrence of Indebtedness or other transaction, such financial test calculated on a pro forma basis after giving effect to the consummation of such transaction as if such transaction had occurred on the first day of the period of four consecutive fiscal quarters most recently ended for which the financial statements are available.

“Purchase Agreement” shall mean that certain Asset Purchase Agreement, dated as of May 1, 2007, by and among Tower Automotive, Inc., a debtor-in-possession, its debtor Affiliates signatory thereto and TA Acquisition Company, LLC, together with all exhibits and schedules thereto.

“Qualified IPO” shall mean an underwritten initial public offering of common stock of (and by) Holdings pursuant to an effective registration statement filed with the Securities and Exchange Commission in accordance with the Securities Act of 1933, as amended, which initial public offering results in gross cash proceeds to Holdings of $50,000,000 or more.

“Register” shall have the meaning given such term in Section 10.03(b)(iv).

“Related Parties” shall mean, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

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“Required Lenders” shall mean, at any time, Lenders having Loans, LC Exposure and unused Commitments representing at least a majority of the sum of all Loans outstanding, LC Exposure and unused Commitments at such time.

“Requirement of Law” shall mean, as to any Person, the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Restricted Payment” shall mean any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in any Group Member, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, defeasance, retirement, acquisition, cancellation or termination of any Equity Interests in any Group Member or any option, warrant or other right to acquire any such Equity Interests in any Group Member.

“Revolving Credit Facility Agreement” shall mean that certain Revolving Credit and Guaranty Agreement, dated as of July 31, 2007, among the US Borrower, the guarantors from time to time party thereto, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

“Revolving Credit Facility Loan Documents” shall have the meaning given the term “Loan Documents” in the Revolving Credit Facility Agreement.

“Revolving Credit Loan” shall have the meaning given such term in the recitals to this Agreement.

“S&P” shall mean Standard & Poor’s, a division of The McGraw Hill Companies, Inc.

“Sale Order” means an order of the Bankruptcy Court substantially in the form and substance of Exhibit F to the Purchase Agreement.

“Second Lien Term Facility Loan Documents” shall have the meaning given the term “Loan Documents” in the Second Lien Term Loan Agreement.

“Second Lien Term Loan Agreement” shall mean that certain Second Lien Term Loan and Guaranty Agreement, dated as of July 31, 2007, among the Borrower, the European Borrower, the other guarantors from time to time party thereto, the lenders from time to time party thereto and Goldman Sachs Credit Partners L.P., as administrative agent.

“Second Lien Term Loans” shall have the meaning given such term in the recitals to this Agreement.

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“Secured Obligations” shall mean all Obligations.

“Secured Parties” shall mean, collectively, (a) the Lenders, (b) the Issuing Lender, (c) the Agent, (d) the beneficiaries of each indemnification obligation undertaken by any Loan Party under the Loan Documents and (e) any permitted successors, indorsees, transferees and assigns of each of the foregoing.

“Securities Account Control Agreement” shall mean a securities account control agreement in the form specified in Exhibit G to the Security Agreement, or in such other form as is reasonably acceptable to the Agent.

“Security Agreement” shall mean that certain First Lien Term Loan Security Agreement, dated as of July 31, 2007, among the Borrower, the Guarantors party thereto and JPMorgan Chase Bank, N.A., as agent, in the form of Exhibit A.

“Security Documents” shall mean, collectively, the Security Agreement, the Mortgages, the Deposit Account Control Agreements, the Securities Account Control Agreements, the Foreign Collateral Documents, the Intercreditor Agreement and any other documents granting a Lien upon the Collateral as security for payment of the Secured Obligations.

“Seojin” shall mean Seojin Industrial Co. Ltd., a company domiciled in the Republic of Korea.

“Single Employer Plan” shall mean a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (i) is maintained for employees of any Loan Party or an ERISA Affiliate or (ii) was so maintained and in respect of which any Loan Party could reasonably be expected to have liability under Title IV of ERISA in the event such Plan has been or were to be terminated.

“Solvent” shall mean, with respect to any Person, at any date, that (a) the sum of such Person’s debt (including contingent liabilities) does not exceed the present fair saleable value of such Person’s present assets, (b) such Person’s capital is not unreasonably small in relation to its business as contemplated on such date, (c) such Person has not incurred and does not intend to incur, or believe that it will incur, debts including current obligations beyond its ability to pay such debts as they become due (whether at maturity or otherwise), and (d) such Person is “solvent” within the meaning given that term and similar terms under applicable laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

“Sponsor” shall mean Cerberus Capital Management, L.P.

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“Sponsor Group” shall mean the Sponsor and funds and accounts Affiliated with the Sponsor.

“Statutory Reserve Rate” shall mean a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Agent is subject for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“subsidiary” shall mean, with respect to any Person (in this definition referred to as the “parent”), any corporation, association or other business entity (whether now existing or hereafter organized) of which at least a majority of the securities or other ownership or membership interests having ordinary voting power for the election of directors is, at the time as of which any determination is being made, owned or controlled by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“Subsidiary” means any subsidiary of Holdco.

“Subsidiary Guarantors” shall mean (i) each direct or indirect Domestic Subsidiary of Holdco in existence on the Closing Date (other than the US Borrower), (ii) each Foreign Subsidiary listed on the signature pages of Exhibit I and (iii) and each Person that becomes a Subsidiary Guarantor after the Closing Date pursuant to Section 5.13.

“Super-majority Lenders” shall have the meaning given such term in Section 10.09(b).

“Syndication Agent” shall mean Goldman Sachs Credit Partners L.P.

“Taxes” shall mean any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

“Term Loan Documents” shall mean the Loan Documents and the Second Lien Term Facility Loan Documents.

“Term Loans” shall mean the Loans and the Second Lien Term Loans.

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“Termination Event” shall mean (i) a “reportable event”, as such term is described in Section 4043(c) of ERISA (other than a “reportable event” as to which the 30-day notice is waived under subsection .22, .23, .25, .27 or .28 of PBGC Regulation Section 4043) or an event described in Section 4068 of ERISA and excluding events which would not be reasonably likely (as reasonably determined by the Agent) to have a Material Adverse Effect, (ii) the withdrawal by any Loan Party or any ERISA Affiliate from a Plan during a plan year in which it was a “substantial employer,” as such term is defined in Section 4001(a)(2) of ERISA, for which any Loan Party or ERISA Affiliate incurs liability under Section 4064 of ERISA, or any Loan Party or ERISA Affiliate withdraws from a Multiemployer Plan for which such Loan Party or ERISA Affiliate incurs Withdrawal Liability, (iii) providing notice of intent to terminate a Plan pursuant to Section 4041(c) of ERISA or the treatment of a Plan amendment as a termination under Section 4041 of ERISA, if such amendment requires the provision of security, (iv) the institution of proceedings to terminate a Plan by the PBGC under Section 4042 of ERISA or (v) any other event or condition which would reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the imposition of any liability under Title IV of ERISA (other than for the payment of premiums to the PBGC in the ordinary course).

“Total Debt” shall mean, at any time, the sum of (a) the aggregate amount of Indebtedness that would be reflected on a consolidated balance sheet of the Holdco Group prepared in accordance with GAAP at such time (other than any Indebtedness of the type described in clause (vi) of the definition of “Indebtedness”) minus (b) the lesser of (i) the aggregate amount of cash that would be reflected on a consolidated balance sheet of the Holdco Group prepared in accordance with GAAP at such time and (ii) $75,000,000.

“Total Leverage Ratio” shall mean, on any date, the ratio of (a) Total Debt on such date to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended on or prior to such date, taken as one accounting period.

“Tower Group” shall have the meaning given such term in the Purchase Agreement.

“Transactions” shall mean, collectively, (a) the Acquisition, (b) the Equity Contribution, (c) entering into the Revolving Credit Facility Loan Documents and the funding of the initial Revolving Credit Loans on the Closing Date, (d) entering into the Term Loan Documents and the funding of the Term Loans on the Closing Date, (e) the consummation of any other transactions connected with the foregoing and (f) the payment of fees and expenses in connection with any of the foregoing.

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“Type”, when used in reference to any US Loan or Group, refers to whether the rate of interest on such Loan, or on the Loans comprising such Group, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

“UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that if by reason of any provisions of law, the perfection or the effect of perfection or non-perfection of the security interests granted to the Agent pursuant to the applicable Loan Document is governed by the Uniform Commercial Code as in effect in a jurisdiction of the United States other than New York, then “UCC” shall mean the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions of each Loan Document.

“Unrestricted Cash” shall mean all cash and Permitted Investments of the Holdco Group that are not subject to any Liens or other restrictions on disposition except pursuant to the Loan Documents and the Other Loan Documents.

“US Borrower” shall have the meaning given such term in the preamble to this Agreement.

“US Commitment” shall mean, as to any Lender, the commitment (if any) of such Lender to make US Loans hereunder in the amount set forth opposite its name in Annex A hereto or as may be subsequently set forth in the Register from time to time, as the case may be, and as may be reduced or increased from time to time pursuant to Sections 2.10, 2.28 and 10.03.

“US Lender” shall mean any Lender having a US Commitment or holding a US Loan.

“US Loan” shall have the meaning given such term in Section 2.01(a).

“US Loan Increase” shall have the meaning given such term in Section 2.28(a).

“US Loan Parties” shall mean each Loan Party that is not a Foreign Subsidiary.

“Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

Section 1.02. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any

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agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Annexes, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Annexes, Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

Section 1.03. Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall been withdrawn or such provision amended in accordance herewith.

ARTICLE 2

AMOUNT AND TERMS OF LOANS

Section 2.01. Commitments to Lend.

(a) Each US Lender severally agrees, upon the terms and subject to the conditions herein set forth, to make one or more loans (each a “US Loan” and collectively, the “US Loans”) to the US Borrower on a single date during the Loan Availability Period; provided that the aggregate principal amount of the US Loans made by any US Lender shall not exceed its US Commitment. The preceding shall not apply to any US Loan Increases or Incremental US Loans made pursuant to Section 2.28.

(b) Each Euro Lender severally agrees, upon the terms and subject to the conditions herein set forth, to make one or more loans (each a “Euro Loan” and collectively, the “Euro Loans”) to the European Borrower during the Loan Availability Period; provided that the aggregate principal amount of Euro Loans made by any Euro Lender shall not exceed its Euro Commitment.

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(c) All amounts borrowed under this Section shall be borrowed from the several Lenders ratably in proportion to their respective Commitments of the relevant Class; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve the other Lenders of their obligations to lend. The US Commitments and the Euro Commitments are not revolving in nature, and amounts repaid or prepaid may not be reborrowed.

(d) Each US Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the US Borrower to repay such Loan in accordance with the terms of this Agreement.

Section 2.02. Letters of Credit. (a) General. Subject to the terms and conditions set forth herein, (i) each Deposit Lender, severally to the extent of its Deposit Commitment, agrees to assume LC Exposure for the account of the Borrower and (ii) the Borrower may request the issuance of Letters of Credit for its own account, in a form reasonably acceptable to the Agent and the Issuing Lender, at any time and from time to time during the LC Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the Issuing Lender relating to any Letter of Credit, the terms and conditions of this Agreement shall control. At no time shall a Letter of Credit be issued if the LC Exposure (inclusive of the amount of such proposed Letter of Credit) would exceed the aggregate amount of the Deposits.

(b) Existing Letters of Credit. On the Closing Date, the Issuing Lender with respect to the Existing Letters of Credit shall be deemed, without further action by any party hereto, to have granted to each Lender, and each Lender shall be deemed, without further action by any party hereto, to have acquired from such Issuing Lender, a participation in each Existing Letter of Credit and the related LC Exposure in the proportion its respective Deposit Commitment bears to the aggregate amount of the Deposit Commitments. On and after the Closing Date, each Existing Letter of Credit shall constitute a Letter of Credit for all purposes hereof.

(c) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and the Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall

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comply with paragraph (d) of this Section), the amount of such Letter of Credit (which shall be denominated in Dollars), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing Lender, the Borrower also shall submit a letter of credit application on the Issuing Lender’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension the LC Exposure shall not exceed the aggregate amount of the Deposits. No Issuing Lender (other than the Agent or an Affiliate thereof) shall permit any such issuance, renewal, extension or amendment resulting in an increase in the amount of any Letter of Credit to occur without first obtaining written confirmation from the Agent that it is then permitted under this Agreement.

(d) Expiration Date. Each Letter of Credit shall expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date which is five Business Days prior to the Maturity Date; provided, that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

(e) Participations.

(i) Each Issuing Lender irrevocably agrees to grant and hereby grants to each Deposit Lender, and, to induce each Issuing Lender to issue Letters of Credit hereunder, each Deposit Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such Lender’s own account and risk, an undivided interest equal to such Lender’s Deposit Percentage in each Issuing Lender’s obligations and rights under each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each Deposit Lender unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such Lender shall pay to the Agent for the account of such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein (and thereafter the Agent shall promptly pay to such Issuing Lender) an amount equal to such Lender’s Deposit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each Deposit Lender’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Issuing Lender, the applicable Borrower or any other

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Person for any reason whatsoever, (B) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article 4, (C) any adverse change in the condition (financial or otherwise) of any Borrower, (D) any breach of this Agreement or any other Loan Document by any Borrower, any other Loan Party or any other Lender or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

(ii) If any amount required to be paid by any Deposit Lender to an Issuing Lender pursuant to Section 2.02(e)(i) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, the Issuing Lender shall so notify the Agent, who shall promptly notify the Lenders and each such Lender shall pay to the Agent, for the account of the Issuing Lender on demand (and thereafter the Agent shall promptly pay to the Issuing Lender) an amount equal to the product of (A) such amount, times (B) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (C) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any Deposit Lender pursuant to Section 2.02(e)(i) is not made available to the Agent, for the account of such Issuing Lender, by such Lender within three Business Days after the date such payment is due, the Agent, on behalf of such Issuing Lender shall be entitled to recover from such Deposit Lender, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans. A certificate of the Agent on behalf of such Issuing Lender submitted to any Deposit Lender with respect to any such amounts owing under this Section shall be conclusive in the absence of manifest error.

(iii) Whenever, at any time after any Issuing Lender has made payment under any Letter of Credit and has received from the Agent any Lender’s pro rata share of such payment in accordance with Section 2.02(e)(i), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the applicable Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to the Agent for the account of such Lender (and thereafter, the Agent will promptly distribute to such Lender) its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such Lender shall return to the Agent for the account of such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

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(iv) Notwithstanding the foregoing, the obligations of any Deposit Lender hereunder are limited as specified in Section 2.14.

(f) Reimbursement Obligations of the Borrower. If the Issuing Lender shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 12:00 noon, New York City time, on (i) the Business Day that the Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt. If the Borrower fails to make such payment when due, the Agent shall notify each Deposit Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Deposit Percentage thereof. Promptly following receipt of such notice, each Deposit Lender shall pay to the Agent its Deposit Percentage of the payment then due from the Borrower, in the manner provided in Section 2.14, and the Agent shall promptly pay to the Issuing Lender the amounts so received by it from the Deposit Lenders. Promptly following receipt by the Agent of any payment from the Borrower pursuant to this paragraph, the Agent shall distribute such payment to the Issuing Lender or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the Issuing Lender, then to the Issuing Lender and (in accordance with Section 2.14) to such Lenders, as their interests may appear. Any payment made by a Deposit Lender pursuant to this paragraph to reimburse the Issuing Lender for any LC Disbursement shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

(g) Obligations Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (f) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the Issuing Lender under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. Neither the Agent, the Deposit Lenders nor the Issuing Lender, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any

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Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Lender; provided, that the foregoing shall not be construed to excuse the Issuing Lender from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by the gross negligence, bad faith or willful misconduct on the part of the Issuing Lender (as finally determined by a court of competent jurisdiction). In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Lender may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(h) Disbursement Procedures. The Issuing Lender shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Lender shall promptly notify the Agent and the Borrower by telephone (confirmed by telecopy) of such demand for payment and whether the Issuing Lender has made or will make an LC Disbursement thereunder; provided, that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the Issuing Lender and the Deposit Lenders with respect to any such LC Disbursement.

(i) Interim Interest. If the Issuing Lender shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable to ABR Loans; provided, that, if the Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (f) of this Section, then Section 2.07 shall apply. Interest accrued pursuant to this paragraph shall be for the account of the Issuing Lender, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (f) of this Section to reimburse the Issuing Lender shall be for the account of such Lender to the extent of such payment.

(j) Replacement of the Issuing Lender. The Issuing Lender may be replaced at any time by written agreement among the Borrower, the Agent, the replaced Issuing Lender and the successor Issuing Lender. The Agent shall notify

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the Lenders of any such replacement of the Issuing Lender. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Lender pursuant to Section 2.21. From and after the effective date of any such replacement, (i) the successor Issuing Lender shall have all the rights and obligations of the Issuing Lender under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Lender” shall be deemed to refer to such successor or to any previous Issuing Lender, or to such successor and all previous Issuing Lenders, as the context shall require. After the replacement of a Issuing Lender hereunder, the replaced Issuing Lender shall remain a party hereto and shall continue to have all the rights and obligations of a Issuing Lender under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

(k) Replacement of Letters of Credit; Cash Collateralization. Upon or prior to the occurrence of the Maturity Date the Borrower shall (i) cause all Letters of Credit which expire after the Maturity Date to be returned to the Issuing Lender undrawn and marked “cancelled” or (ii) if the Borrower is unable to do so in whole or in part either (x) provide one or more “back-to-back” letters of credit to one or more Issuing Lenders in a form reasonably satisfactory to each such Issuing Lender that is a beneficiary of such “back-to-back” letter of credit and the Agent, issued by a bank reasonably satisfactory to each such Issuing Lender and the Agent, and/or (y) deposit cash in the Letter of Credit Account, the sum of (x) and (y) of the foregoing sentence to be in an aggregate amount equal to 105% of the then undrawn stated amount of all LC Exposure (less the amount, if any, then on deposit in the Letter of Credit Account) as collateral security for the Borrower’s reimbursement obligations in connection therewith, such cash to be remitted to the Borrower upon the expiration, cancellation or other termination or satisfaction of such reimbursement obligations and the Obligations hereunder and under the other Loan Documents (“Cash Collateralization”). The Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the Letter of Credit Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Agent (in accordance with its usual and customary practices for investments of this type) and at the Borrower’s risk and reasonable expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Funds in the Letter of Credit Account shall be applied by the Agent to reimburse the Issuing Lender for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time. Funds in the Letter of Credit Account shall be returned to the Borrower at such time as the LC Exposure is $0 and no Default shall exist.

(l) Issuing Lender Agreements. Unless otherwise requested by the Agent, each Issuing Lender shall report in writing to the Agent (i) on the first Business Day of each week, the daily activity (set forth by day) in respect of

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Letters of Credit during the immediately preceding week, including all issuances, extensions, amendments and renewals, all expirations and cancellations and all disbursements and reimbursements, (ii) on or prior to each Business Day on which such Issuing Lender expects to issue, amend, renew or extend any Letter of Credit, the date of such issuance, amendment, renewal or extension, and the aggregate face amount of the Letters of Credit to be issued, amended, renewed, or extended by it and outstanding after giving effect to such issuance, amendment, renewal or extension occurred (and whether the amount thereof changed), it being understood that such Issuing Lender shall not permit any issuance, renewal, extension or amendment resulting in an increase in the amount of any Letter of Credit to occur without first obtaining written confirmation from the Agent that it is then permitted under this Agreement, (iii) on each Business Day on which such Issuing Lender makes any LC Disbursement, the date of such LC Disbursement and the amount of such LC Disbursement, (iv) on any Business Day on which the Borrower fails to reimburse an LC Disbursement required to be reimbursed to such Issuing Lender on such day, the date of such failure, the Borrower and the amount and currency of such LC Disbursement and (v) on any other Business Day, such other information as the Agent shall reasonably request.

Section 2.03. Request for Borrowing. The Borrower shall give the Agent notice not later than 1:00 p.m., New York City time (or, in the case of Euro Loans, 12:00 noon, London time), on the third Business Day before the Closing Date specifying:

(i) the date of borrowing of the Loans, which shall be a Business Day during the Loan Availability Period,

(ii) the aggregate amount of each Group of Loans to be borrowed on the Closing Date (each of which shall be in an aggregate principal amount which is an Approved Amount), and

(iii) in the case of each Group of Eurodollar Loans or Euro Loans, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period.

Section 2.04. Funding of Loans. (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time (or, in the case of Euro Loans, 4:00 p.m., London time), to the account of the Agent most recently designated by it for such purpose by notice to the Lenders. The Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to the Funding Accounts.

(b) Unless the Agent shall have received notice from a Lender prior to the Closing Date that such Lender will not make available to the Agent such Lender’s Loan(s), the Agent may assume that such Lender has made such Loan(s) available on such date in accordance with paragraph (a) of this Section and may,

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in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its Loan(s) available to the Agent, then the applicable Lender and Borrower severally agree to pay to the Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to such Borrower to but excluding the date of payment to the Agent, at (i) in the case of such Lender, a rate determined by the Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to such Loans. If such Lender pays such amount to the Agent, then such amount shall constitute such Lender’s applicable Loan(s).

Section 2.05. Interest Elections. (a) The Loans initially shall be comprised of Groups as specified in the Borrowing Request and, in the case of each Group of Eurodollar Loans or Euro Loans, shall have an initial Interest Period as specified in the Borrowing Request. Thereafter, the Borrower may elect to continue any such Group and, in the case of a Group comprised of Eurodollar Loans or Euro Loans, may elect Interest Periods therefor, or solely in the case of US Loans, may elect to convert a Group to a different Type, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Group, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Group.

(b) To make an Interest Election Request pursuant to this Section, the Borrower shall notify the Agent of such election by telephone by 1:00 p.m., New York City time (or, with respect to Interest Election Requests pertaining to Euro Loans, by 1:00 p.m. London time), on the third Business Day prior to the effective date thereof. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by a written Interest Election Request in a form approved by the Agent and signed by the Borrower.

(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.01:

(i) the Group of Loans to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Group (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Group);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) in the case of US Loans, whether the resulting Group is to be an ABR Group or a Eurodollar Group; and

(iv) if the resulting Group is comprised of Eurodollar Loans or Euro Loans, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

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If any such Interest Election Request requests a Group of Eurodollar Loans or Euro Loans but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(d) Promptly following receipt of an Interest Election Request, the Agent shall advise each affected Lender of the details thereof and of such Lender’s portion of each resulting Group of Loans.

(e) If the Borrower fails to deliver a timely Interest Election Request with respect to a Group of Eurodollar Loans or Euro Loans prior to the end of the Interest Period applicable thereto, then, unless such Group is repaid as provided herein, at the end of such Interest Period such Group shall be continued for an additional one-month Interest Period. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing, then, so long as an Event of Default is continuing (i) no outstanding Group of US Loans may be converted to or continued as a Eurodollar Group and (ii) unless repaid, each Eurodollar Group shall be converted to an ABR Group at the end of the Interest Period applicable thereto.

Section 2.06. Interest on Loans.

(a) Subject to the provisions of Section 2.07, each ABR Loan shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days or, when the Alternate Base Rate is based on the Prime Rate, a year with 365 days or 366 days in a leap year) at a rate per annum equal to the Alternate Base Rate plus the Applicable ABR Margin.

(b) Subject to the provisions of Section 2.07, each Eurodollar Loan shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal, during each Interest Period applicable thereto, to the Adjusted LIBO Rate for such Interest Period in effect for such Loan plus the Applicable Eurodollar Margin.

(c) Subject to the provisions of Section 2.07, each Euro Loan shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal, during each Interest Period applicable thereto, to the EURIBOR Rate for such Interest Period plus the Applicable Euro Margin plus the Mandatory Costs Rate.

(d) Accrued interest on all Loans shall be payable in arrears on each Interest Payment Date applicable thereto, on the Maturity Date and after the Maturity Date on demand and upon any repayment or prepayment thereof (on the amount prepaid).

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Section 2.07. Default Interest. If the Borrower shall default in the payment of the principal of or interest on any Loan or in the payment of any other amount becoming due hereunder (including, without limitation, the reimbursement pursuant to Section 2.02(f) of any LC Disbursements), whether at stated maturity, by acceleration or otherwise (a “Payment Default Event”), the Borrower shall on demand from time to time pay interest, to the extent permitted by law, on such defaulted amount up to (but not including) the date of actual payment (after as well as before judgment) at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days or when the Alternate Base Rate is applicable and is based on the Prime Rate, a year with 365 days or 366 days in a leap year) equal to (x) in the case of overdue principal of any Loan, at the rate then applicable to such Loan plus 2.0% and (y) in the case of all other amounts, the rate applicable to ABR Loans plus 2.0%.

Section 2.08. Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar or Euro Loan, the Agent shall have determined (which determination shall be conclusive and binding absent manifest error) that reasonable means do not exist for ascertaining the applicable Adjusted LIBO Rate or EURIBOR Rate (as applicable), the Agent shall, as soon as practicable thereafter, give written, facsimile or telegraphic notice of such determination to the applicable Borrower and Lenders. After such notice shall have been given and until the circumstances giving rise to such notice no longer exist, (i) any US Loans which would otherwise be borrowed or continued as, or converted into, Eurodollar Loans shall instead be ABR Loans and (ii) any Euro Loans outstanding from any Euro Lender shall bear interest at a rate equal to the sum of (x) the Applicable Euro Margin plus (y) the rate notified to the Agent by such Lender as soon as practicable and in any event before interest is due to be paid in respect of the affected Interest Period, to be that rate which represents the cost to such Lender of funding such Loan from whatever source it may reasonably select plus (z) the Mandatory Costs Rate.

Section 2.09. Evidence of Debt.

(a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(b) The Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Agent hereunder for the account of the Lenders and each Lender’s share thereof.

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(c) The entries made in the accounts maintained pursuant to paragraph (a) or (b) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.

(d) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) in a form furnished by the Agent and reasonably acceptable to the Borrower. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 10.03) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Section 2.10. Termination or Reduction of Commitments. (a) Mandatory. Unless earlier terminated pursuant to Article 7, (i) the Euro Commitments and the US Commitments shall terminate at the close of business on the earlier of the Closing Date and the last day of the Loan Availability Period and (ii) the Deposit Commitments shall terminate on the Maturity Date.

(b) Optional. Upon at least one Business Day’s prior notice to the Agent, the applicable Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the unused Commitments of any Class. Each such reduction of the Commitments shall be in an Approved Amount. Any reduction of the Commitments pursuant to this Section shall be applied pro rata to reduce the Commitment of each Lender of the affected Class.

Section 2.11. Scheduled Amortization. (a) Each Borrower shall pay to the Administrative Agent, for the account of the applicable Lenders, on each Amortization Date, a principal amount of the Loans made to it equal to the Amortization Amount, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.

(b) To the extent not previously paid, all outstanding Loans shall be due and payable on the Maturity Date, together with accrued and unpaid interest thereon.

(c) All payments required pursuant to this Section 2.11 are subject to reduction on account of optional or mandatory prepayments as provided in Sections 2.12 and 2.13.

Section 2.12. Mandatory Prepayment. (a) Not later than the fifth Business Day following the receipt of Net Cash Proceeds in respect of any Asset

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Sale, the Borrowers shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans in accordance with Section 2.12(g); provided that, if (i) Holdco shall deliver a certificate of a Financial Officer to the Agent at the time of receipt of any Net Cash Proceeds from any Asset Sale setting forth its intent to reinvest such proceeds in productive assets of a kind then used or usable in the business of the Holdco Group within 360 days of receipt of such proceeds and (ii) no Default or Event of Default shall have occurred and shall be continuing at the time of such certificate or at the proposed time of the application of such proceeds, then no prepayment will be required pursuant to this clause in respect of such Net Cash Proceeds (or the portion of such Net Cash Proceeds specified in such certificate, if applicable) except that, if any such Net Cash Proceeds have not been so applied by the end of such 360-day period, a prepayment will be required at that time in an amount equal to the amount of such Net Cash Proceeds that have not been so applied.

(b) In the event and on each occasion that an Equity Issuance occurs (other than an Equity Issuance the proceeds of which are used to fund an Investment pursuant to Section 6.05(k), a Permitted Acquisition or Capital Expenditures), the Borrowers shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Loans in accordance with Section 2.12(g).

(c) No later than the 10 days after the date on which the financial statements with respect to such period are required to be delivered pursuant to Section 5.01(a), the Borrowers shall prepay outstanding Loans in accordance with Section 2.12(g) in an aggregate principal amount equal to 50% of Excess Cash Flow for each fiscal year of Holdco, commencing with the fiscal year ending December 31, 2008, provided that, with respect to any fiscal year, such percentage shall reduce to 25% if the First Priority Leverage Ratio as of the date of prepayment, or the most recent determination date occurring prior to such date, is less than 2.25 to 1.00.

(d) In the event that any Group Member shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Group Member (other than any Indebtedness for money borrowed permitted pursuant to Section 6.03), the Borrowers shall, substantially simultaneously with (and in any event not later than the fifth Business Day next following) the receipt of such Net Cash Proceeds by such Group Member, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.12(g).

(e) Within five Business Days after any Net Cash Proceeds are received by or on behalf of any Group Member in respect of any Casualty Event, the Borrowers shall prepay outstanding Loans in accordance with Section 2.12(g) in an aggregate amount equal to 100% of the Net Cash Proceeds; provided that, if Holdco shall deliver to the Agent a certificate of a Financial Officer to the effect

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that (i) it intends to apply the Net Cash Proceeds from such event (or a portion thereof specified in such certificate), within 360 days after receipt of such Net Cash Proceeds, to repair, restore or replace the property with respect to which such Net Cash Proceeds were received, (ii) if such property is to be replaced, the property acquired to replace it will be included in the Collateral at least to the extent that the property to be replaced was included therein and (iii) no Default or Event of Default shall have occurred and shall be continuing at the time of such certificate or at the proposed time of the application of such proceeds, then no prepayment will be required pursuant to this clause in respect of such Net Cash Proceeds (or the portion of such Net Cash Proceeds specified in such certificate, if applicable) except that if any such Net Cash Proceeds have not been so applied by the end of such 360-day period, a prepayment will be required at that time in an amount equal to the amount of such Net Cash Proceeds that have not been so applied; provided that if the Borrower enters into a definitive agreement to apply such Net Cash Proceeds to restore or replace the property with respect to which such Net Cash Proceeds were received prior to the end of such 360-day period and the conditions set forth in clauses (ii) and (iii) are satisfied, the Borrower shall be required to prepay outstanding Loans with such Net Cash Proceeds only to the extent that such Net Cash Proceeds are not so applied within 180 days of the date of such definitive agreement.

(f) Not later than the fifth Business Day following the receipt by Holdings or any of its subsidiaries (provided, that for purposes of this Section 2.12(f), Metalsa shall in no event be considered a subsidiary of Holdings), directly or indirectly, of Net Cash Proceeds in respect of any Metalsa Asset Sale, the Borrowers shall apply an amount equal to 75% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.12(g); provided, that on and after the date on which the financial statements for the fiscal quarter ending September 30, 2007 are delivered pursuant to Section 5.01(b), such percentage (the “Metalsa Prepayment Percentage”) shall be (i) 100% if the Total Leverage Ratio as of the date of prepayment, or the most recent determination date occurring prior to such date, is greater than or equal to 4:00 to 1.00, (ii) 75% if the Total Leverage Ratio as of the date of prepayment, or the most recent determination date occurring prior to such date, is less than 4.00 to 1.00 but greater than or equal to 3.50 to 1.00 and (iii) 50% if the Total Leverage Ratio as of the date of prepayment, or the most recent determination date occurring prior to such date, is less than 3.50 to 1.00; provided further, that if the financial statements for the fiscal quarter ending September 30, 2007 are not provided by the date required by Section 5.01(b), the Metalsa Prepayment Percentage shall be 100% until the time that such financial statements are delivered.

(g) Subject to Section 2.12(h), mandatory prepayments of outstanding Loans shall be applied (i) ratably to the US Loans and the Euro Loans, respectively, (ii) within the US Loans and Euro Loans, to such Groups of Loans as the Borrower may direct (or failing such direction from the Borrower, as the Agent may determine) and (iii) to reduce future scheduled amortization pro rata against the four next scheduled installments of principal due in respect of the

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Loans until such installments have been repaid in full and, then, pro rata against the remaining scheduled installments of principal due in respect of the Loans until all the Loans have been repaid in full. The conversion of any currency required to effect the prepayment of Loans as set forth above shall be made by the Agent at the Exchange Rate on the date of such prepayment.

(h) Any Lender may elect, by notice to the Agent within one Business Day after receiving notification from the Agent of any prepayment of its Loans pursuant to clauses (a) to (f) of this Section, to decline its ratable share of such prepayment in which case the aggregate amount of the prepayment that would have been applied to prepay the Loans of such declining Lender shall be re-offered to those Lenders (if any) who have initially accepted such prepayment (such re-offer to be made to each such Lender based on the percentage which such Lender’s Loans represents of the aggregate Loans of all Lenders who initially accepted such prepayment). In the event of such a re-offer, the relevant Lenders may elect, by notice to the Agent within one Business Day of receiving notification of such re-offer, to decline (in whole but not in part) the amount of such prepayment that is re-offered to them. To the extent that any Lender does not respond to the notice regarding such re-offer, such Lender shall be deemed to have accepted the amount so offered. So long as any Second Lien Term Loans are outstanding, the aggregate amount of the prepayment that would have been applied to prepay accepting Term Lenders but was so declined shall be applied in accordance with the Second Lien Term Facility Loan Documents.

(i) The Borrowers shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a Financial Officer of setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) at least five Business Days prior notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Class and Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid determined in accordance with clause (g) above. All prepayments under this Section 2.12 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Section 2.13. Optional Prepayment of Loans.

(a) The Borrower shall have the right at any time and from time to time to prepay the Loans, in whole or in part, (x) with respect to Eurodollar Loans, upon notice received by 1:00 p.m. New York City time three Business Days’ prior to the proposed date of prepayment, (y) with respect to Euro Loans, upon notice received by 1:00 p.m. London time three Business Days’ prior to the proposed date of prepayment and (z) with respect to ABR Loans on the same Business Day upon notice by 12:00 noon New York City time on the proposed date of prepayment; provided, however, that (i) each such partial prepayment shall be in an Approved Amount, (ii) any prepayment of Eurodollar Loans or Euro Loans

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pursuant to this Section 2.13(a) other than on the last day of an Interest Period applicable thereto shall be subject to payment of the amounts described in Section 2.16, and (iii) all prepayments under this Section 2.13 shall be subject to Section 2.20(b).

(b) Each prepayment of Loans pursuant to Section 2.13(a) shall be applied ratably to the Loans of the several Lenders of the related Class.

(c) Each notice of prepayment shall specify the prepayment date, the principal amount of the Loans to be prepaid and in the case of Eurodollar Loans or Euro Loans, the Group or Groups of Loans to be prepaid, shall be irrevocable and shall commit the applicable Borrower to prepay the Loans by the amount and on the date stated therein. The Agent shall, promptly after receiving notice from either Borrower hereunder, notify each applicable Lender of the principal amount of the Loans held by such Lender which are to be prepaid, the prepayment date and the manner of application of the prepayment.

Section 2.14. Deposit Account. (a) Establishment of Deposit Account and Deposit Sub-Accounts. On or prior to the Closing Date, the Agent shall establish a deposit account in the name of the Agent at JPMCB with the title “Tower 2007 Deposit-Funded Credit Facility Deposit Account” (the “Deposit Account”). The Agent shall maintain records enabling it to determine at any time the amount of the interest of each Deposit Lender in the Deposit Account (the interest of each such Lender in the Deposit Account, as evidenced by such records, being referred to as such Lender’s “Deposit Sub-Account”). The Agent shall establish such additional Deposit Sub-Accounts for assignee Deposit Lenders as shall be required pursuant to Section 10.03. No Person (other than the Agent) shall have the right to make any withdrawal from the Deposit Account or to exercise any other right or power with respect thereto except as expressly provided in paragraph (c) below or in Section 10.03. Without limiting the generality of the foregoing, each party hereto acknowledges and agrees that the Deposits are and will at all times be property of the Deposit Lenders, and that no amount on deposit at any time in the Deposit Account shall be the property of any of the Loan Parties, constitute “Collateral” under the Loan Documents or otherwise be available in any manner to satisfy any Obligations of any of the Loan Parties under the Loan Documents. Each Deposit Lender agrees that its right, title and interest in and to the Deposit Account shall be limited to the right to require amounts in its Deposit Sub-Account to be applied as provided in paragraph (c) below and that it will have no right to require the return of its Deposit other than as expressly provided in such paragraph (c) (each Deposit Lender hereby acknowledging that (i) its Deposit constitutes payment for its participations in Letters of Credit issued or to be issued hereunder, (ii) its Deposit and any investments made therewith shall secure its obligations to the Issuing Lender hereunder (each such Lender hereby granting to the Agent, for the benefit of the Issuing Lender, a security interest in its Deposit and agreeing that the Agent, as holder of the Deposits and any investments made therewith, will be acting, inter alia, as collateral agent for the Issuing Lender) and (iii) the Issuing Lender will be issuing, amending, renewing

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and extending Letters of Credit in reliance on the availability of such Lender’s Deposit to discharge such Lender’s obligations in accordance with Section 2.02(f) in connection with any LC Disbursement thereunder). The funding of the Deposits and the agreements with respect thereto set forth in this Agreement constitute arrangements among the Agent, the Issuing Lender and the Deposit Lenders with respect to the funding obligations of the Deposit Lenders under this Agreement, and the Deposits do not constitute loans or extensions of credit to any Loan Party. No Loan Party shall have any responsibility or liability to the Deposit Lenders, the Agents or any other Person in respect of the establishment, maintenance, administration or misappropriation of the Deposit Account (or any Deposit Sub-Account) or with respect to the investment of amounts held therein, including pursuant to paragraph (d) below, or the duties and responsibilities of the Agent with respect to the foregoing contemplated by paragraph (e) below. JPMCB hereby waives any right of setoff against the Deposits that it may have under applicable law or otherwise with respect to amounts owed to it by Deposit Lenders (it being agreed that such waiver shall not reduce the rights of JPMCB, in its capacity as the Issuing Lender or otherwise, to apply or require the application of the Deposits in accordance with the provisions of this Agreement).

(b) Deposits in Deposit Account. The following amounts will be deposited in the Deposit Account at the following times:

(i) On the Closing Date, each Deposit Lender shall deposit in the Deposit Account an amount in Dollars equal to such Lender’s Deposit Commitment. Thereafter, the Deposits shall be available, on the terms and subject to the conditions set forth herein, for application pursuant to Section 2.02(f) to reimburse such Lender’s Deposit Percentage of LC Disbursements in respect of Letters of Credit that are not reimbursed by the applicable Borrower. The obligations of the Deposit Lenders to make the Deposits required by this clause (i) are several, and no Deposit Lender shall be responsible for any other Lender’s failure to make its Deposit as so required.

(ii) On any date prior to the Maturity Date on which the Agent or the Issuing Lender receives any reimbursement payment from any Borrower in respect of an LC Disbursement with respect to which amounts were withdrawn from the Deposit Account to reimburse the Issuing Lender, subject to clause (iv) below, the Agent shall deposit such reimbursement payment in the Deposit Account, and credit to the Deposit Sub-Account of each of the Deposit Lenders, such Deposit Lender’s Deposit Percentage of such reimbursement payment, in accordance with Section 2.02(f).

(iii) If at any time when any amount would otherwise be required to be deposited in the Deposit Account under clause (ii) above the sum of such amount and the aggregate amount of the Deposits at such time would exceed the aggregate amount of the Deposit Commitments

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then such excess shall not be deposited in the Deposit Account and the Agent shall instead pay to each Deposit Lender its Deposit Percentage of such excess.

(iv) Concurrently with the effectiveness of any assignment by any Lender of all or any portion of its Deposit Commitment, the Agent shall transfer into the Deposit Sub-Account of the assignee the corresponding portion of the amount on deposit in the assignor’s Deposit Sub-Account in accordance with Section 10.03.

(c) Withdrawals From and Closing of Deposit Account. Amounts on deposit in the Deposit Account shall be withdrawn and distributed (or transferred, in the case of clause (iv) below) by the Agent as follows:

(i) On each date on which the Issuing Lender is to be reimbursed by the Deposit Lenders pursuant to Section 2.02(f) for any LC Disbursement, the Agent shall withdraw from the Deposit Account the amount of such unreimbursed LC Disbursement (and debit the Deposit Sub-Account of each Deposit Lender in the amount of such Lender’s Deposit Percentage of such unreimbursed LC Disbursement) and make such amount available to the Issuing Lender in accordance with Section 2.02(f).

(ii) Concurrently with each voluntary reduction of the Deposit Commitments pursuant to and in accordance with Section 2.10, the Agent shall withdraw from the Deposit Account and pay to each Deposit Lender such Lender’s Deposit Percentage of any amount by which the Deposits would exceed the aggregate amount of the Deposit Commitments, after giving effect to such reduction of the Deposit Commitments (provided, that after giving effect thereto, the aggregate amount of the Deposits is not less than the LC Exposure).

(iii) Concurrently with any termination of the Deposit Commitments pursuant to and in accordance with Section 2.10 or Article 7, the Agent shall withdraw from the Deposit Account and pay to each Deposit Lender such Lender’s Deposit Percentage of the excess at such time of the aggregate amount of the Deposits over the LC Exposure.

(iv) Concurrently with the effectiveness of any assignment by any Deposit Lender of all or any portion of its Deposit Commitment, the corresponding portion of the assignor’s Deposit Sub-Account shall be transferred from the assignor’s Deposit Sub-Account to the assignee’s Deposit Sub-Account in accordance with Section 10.03 and, if required by Section 10.03, the Agent shall close such assignor’s Deposit Sub-Account.

(v) Upon the reduction of each of the Deposit Commitments and the LC Exposure to zero, the Agent shall withdraw from the Deposit Account and pay to each Deposit Lender such Lender’s Deposit Percentage of the remaining amount, and shall close the Deposit Account.

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Each Deposit Lender irrevocably and unconditionally agrees that its Deposit may be applied or withdrawn from time to time as set forth in this paragraph (c).

(d) Investment of Amounts in Deposit Account. The Agent shall invest, or cause to be invested, the Deposit of each Deposit Lender so as to earn for the account of such Lender a return thereon (the “Deposit Return”) for each day at a rate per annum equal to (i) the one month LIBOR rate as determined by the Agent on such day (or if such day was not a Business Day, the first Business Day immediately preceding such day) based on rates for deposits in Dollars (as set forth by Bloomberg L.P.-page BTMM or any other comparable publicly available service as may be selected by the Agent) (the “Benchmark LIBO Rate”) minus (ii) 0.15% per annum (based on a 365/366 day year). The Benchmark LIBO Rate will be reset on each Business Day. The Deposit Return accrued through and including the last day of March, June, September and December of each year shall be payable by the Agent to each Deposit Lender on the third Business Day following such last day, commencing on the first such date to occur after the Closing Date, and on the date on which each of the Deposit Commitments and the LC Exposure shall have been reduced to zero, and the Agent agrees to pay to each Deposit Lender the amounts due to it under this sentence. No Loan Party shall have any obligation under or in respect of the provisions of this paragraph (d).

(e) Sub-Agents. As provided in Article 8, the Agent may perform any and all of its duties and exercise its rights and powers contemplated by this Section 2.14 by or through one or more sub-agents appointed by it (which may include any of its Affiliates). The parties hereto acknowledge that on or prior to the Closing Date the Agent has engaged JPMorgan Chase Institutional Trust Services to act as its sub-agent in connection with the Deposit Account, and that in such capacity JPMorgan Chase Institutional Trust Services shall be entitled to the benefit of all the provisions of this Agreement contemplated by Article 8.

(f) Sufficiency of Deposits to Provide for LC Exposure. Notwithstanding any other provision of this Agreement, no Letter of Credit shall be issued or the stated amount thereof increased, if after giving effect thereto the aggregate amount of the Deposits would be less than the LC Exposure. The Agent agrees to provide, at the request of the Issuing Lender, information to the Issuing Lender as to the aggregate amount of the Deposits.

(g) Satisfaction of Lender Funding Obligations. The Issuing Lender acknowledges and agrees that, notwithstanding any other provision contained herein, the deposit by each Deposit Lender in the Deposit Account on the Closing Date of funds equal to its Deposit Commitment will fully discharge the obligation of such Lender to reimburse such Lender’s Deposit Percentage of LC Disbursements in respect of Letters of Credit that are not reimbursed by the applicable Borrower pursuant to Section 2.02(f), and that no other or further payments shall be required to be made by any Deposit Lender in respect of any such reimbursement obligations.

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Section 2.15. Increased Costs. (a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate or the Mandatory Costs Rate) or the Issuing Lender or any Deposit or the Deposit Account; or

(ii) impose on any Lender or the Issuing Lender or the London interbank market any other condition affecting this Agreement or Eurodollar Loans or Euro Loans made by such Lender or any Letter of Credit or participation therein or any Deposit or the Deposit Account;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan or Euro Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or the Issuing Lender of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or the Issuing Lender hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender or the Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Lender, as the case may be, for such additional costs incurred or reduction suffered.

(b) If any Lender or the Issuing Lender reasonably determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Lender’s capital or on the capital of such Lender’s or the Issuing Lender’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Deposit or Deposit Sub-Account of such Lender, or the Letters of Credit issued by the Issuing Lender, to a level below that which such Lender or the Issuing Lender or such Lender’s or the Issuing Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Lender’s policies and the policies of such Lender’s or the Issuing Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or the Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Lender or such Lender’s or the Issuing Lender’s holding company for any such reduction suffered.

(c) A certificate of a Lender or the Issuing Lender setting forth the amount or amounts necessary to compensate such Lender or the Issuing Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent

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manifest error. The Borrower shall pay such Lender or the Issuing Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Failure or delay on the part of any Lender or the Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Lender’s right to demand such compensation; provided, that the Borrower shall not be required to compensate a Lender or the Issuing Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Issuing Lender, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Lender’s intention to claim compensation therefor; provided further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Section 2.16. Break Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan or Euro Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto (including as a result of an Event of Default), (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan or Euro Loan on the date specified in any notice delivered pursuant hereto, or (d) the assignment of any Eurodollar Loan or Euro Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Section 2.17. Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided, that if any applicable Requirement of Law (as determined in the good faith discretion of an applicable Withholding Agent (as defined below)) requires the deduction or withholding of any Indemnified Taxes or Other Taxes from any such payment (including, for the avoidance of doubt, any such payment made by the Borrower, the Agent or the Issuing Lender, or made or received by any Lender or a beneficial owner of any Lender or partner, member, beneficiary or settlor of any Lender), then (i) the sum payable by the Borrower shall be increased as necessary so that after making all such deductions (including deductions applicable to additional sums payable under this Section) the applicable Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower, the Agent, the Issuing Lender, or the applicable Lender

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(any such person a “Withholding Agent”) shall make such deduction or withholding and (iii) the Withholding Agent shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable Requirement of Law.

(b) In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) The Borrower shall indemnify the Agent, each Lender and the Issuing Lender, within 30 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Agent, such Lender or the Issuing Lender, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder (including Indemnified Taxes or Other Taxes imposed on amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the Issuing Lender, or by the Agent on its own behalf or on behalf of a Lender or the Issuing Lender, shall be conclusive absent manifest error. The Agent shall be entitled to establish additional reasonable administrative procedures relating to indemnification requests in respect of Indemnified Taxes of the type described in clause (c)(ii) of the definition of “Excluded Taxes”.

(d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Agent.

(e) Any Withholding Tax Payer shall deliver to the Borrower (with a copy to the Agent), on or prior to the date on which such Withholding Tax Payer becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Borrower), whichever of the following is applicable:

(i) duly completed copies of Internal Revenue Form W-8BEN,

(ii) duly completed copies of Internal Revenue Form W-8ECI,

(iii) duly completed copies of Internal Revenue Form W-9,

(iv) duly completed forms certifying that such Withholding Tax Payer is eligible for a reduced rate of United States federal withholding tax under any tax treaty, or

(v) any other form prescribed by applicable Requirement of Law as a basis for claiming exemption from the United States federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable Requirement of Law;

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provided, that in the case of a Withholding Tax Payer entitled to receive payments under Section 2.21, (i) if the Withholding Tax Payer is engaged in a trade or business in the United States, the applicable form shall be Internal Revenue Form W-8ECI and (ii) if the Withholding Tax Payer is entitled to the benefit of a relevant treaty which reduces or eliminates United States federal withholding tax, the applicable form shall be Form W8-BEN (with a U.S. taxpayer identification number) claiming the benefit of the applicable treaty.

In addition, each Withholding Tax Payer agrees that it will deliver upon the Borrower’s or the Agent’s request updated versions of the foregoing, as applicable, whenever the previous certification has become obsolete or inaccurate in any material respect, together with such other forms as may be required by applicable Requirement of Law in order to confirm or establish the entitlement of such Withholding Tax Payer to a continuing exemption from United States federal income tax.

Each Withholding Agent shall be entitled to rely on the forms (if any) provided by a Withholding Tax Payer pursuant to this Section in making a determination of whether any tax is an “Excluded Tax” and whether to withhold for United States federal income tax purposes.

(f) If the Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.17, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 2.17 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses of the Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, that the Borrower, upon the request of the Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Agent or such Lender in the event the Agent or such Lender is required to repay such refund to such Governmental Authority. This Section shall not be construed to require the Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person.

Section 2.18. Payments Generally; Pro Rata Treatment.

(a) The Borrower shall make each payment or prepayment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of

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LC Disbursements, or of amounts payable under Sections 2.15, 2.16 or 2.17, or otherwise) prior to 12:00 noon, New York City time, on the date when due, in immediately available funds, without set off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the account of the Agent most recently designated by it for such purpose by notice to the Borrowers, except payments to be made directly to the Issuing Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 10.05 shall be made directly to the Persons entitled thereto. The Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, provided that reimbursement of LC Disbursements in respect of Letters of Credit shall be deposited by the Agent in the Deposit Account to the extent provided in Section 2.14. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder in respect of the Euro Loans shall be made in Euros; all other payments hereunder shall be made in Dollars.

(b) If at any time insufficient funds are received by and available to the Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest, fees and expenses then due hereunder, such funds shall be applied (i) first, towards payment of fees and expenses then due under Sections 2.20 and 10.05, ratably among the parties entitled thereto in accordance with the amounts of fees and expenses then due to such parties, (ii) second, towards payment of interest then due on account of the Loans of each Class and Letter of Credit Fees then due on account of the Letters of Credit, ratably among the parties entitled thereto in accordance with the amounts of interest on each Class of Loans and Letter of Credit Fees then due to such parties and (iii) third, towards payment of principal of the Loans of each Class and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal of the Loans of each Class and unreimbursed LC Disbursements then due to such parties.

(c) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Agent for the account of the Lenders or the Issuing Lender hereunder that the Borrower will not make such payment, the Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders of each applicable Class or the Issuing Lender, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders of each applicable Class or the Issuing Lender, as the case may be, severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender or the Issuing Lender with interest thereon, for each day from and including the date such amount is

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distributed to it to but excluding the date of payment to the Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation.

(d) If any Lender shall fail to make any payment required to be made by it pursuant to Sections 2.02(f), 2.04(b) or 10.05(c), then the Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

Section 2.19. Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if either Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The applicable Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) If any Lender requests compensation under Section 2.15, or if either Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender defaults in its obligation to fund Loans hereunder, then the applicable Borrower may, at its sole expense and effort, upon notice to such Lender and the Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.03), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided, that (i) such Borrower shall have received the prior written consent of the Agent, which consent shall not unreasonably be withheld or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, its participations in LC Disbursements and its Deposit (if any), accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the applicable Borrower to require such assignment and delegation cease to apply.

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Section 2.20. Certain Fees.

(a) The Borrowers shall pay to the Agent, for the respective accounts of the Agent, the Arrangers and the Lenders, the fees set forth in that certain Fee Letter dated as of April 30, 2007 among the Agent, the Arrangers and TA Acquisition Company LLC, at the times set forth therein.

(b) In the event that the Loans are prepaid in whole or in part pursuant to Section 2.13 on or after the Closing Date and prior to the first anniversary of the Closing Date, the Borrower shall pay to the Lenders a prepayment fee on the principal amount so prepaid as follows:

Relevant Period	Prepayment premium as a percentage of the principal amount so prepaid
On or after the Closing Date and prior to the first anniversary of the Closing Date	1.00%

Section 2.21. Deposit and LC Facility Fee. The Borrowers agree to pay to the Agent for the account of each Deposit Lender a fee, accruing at the rate of (i) the Applicable LC Fee Rate plus (ii) 15 basis points (0.15%) per annum, on the daily amount of the Deposit of such Lender. The fee pursuant to this Section shall accrue during the period from and including the date hereof to but excluding the date on which each of the Deposit Commitments and the LC Exposure have been reduced to zero, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December and on the Maturity Date.

Section 2.22. Letter of Credit Fees. The Borrower shall pay to the Issuing Lender with respect to each Letter of Credit such Issuing Lender’s customary fees for issuance, amendments and processing referred to in Section 2.02. In addition, the Borrower agrees to pay each Issuing Lender for its account a fronting fee of one quarter of one percent ( ¹/4%) per annum in respect of each Letter of Credit issued by such Issuing Lender, for the period from and including the date of issuance of such Letter of Credit to and including the date of termination of such Letter of Credit. Accrued fees described in this paragraph in respect of each Letter of Credit shall be due and payable monthly in arrears on the last calendar day of each month and on the Maturity Date.

Section 2.23. Nature of Fees. All Fees shall be paid on the dates due, in immediately available funds, to the Agent for the respective accounts of the Agent and the Lenders, as provided herein and in the fee letter described in Section 2.20. Once paid, none of the Fees shall be refundable under any circumstances.

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Section 2.24. Collection Allocation Mechanism. (a) On the CAM Exchange Date the Lenders shall automatically and without further act (and without regard to the provisions of Section 10.03) be deemed to have exchanged interests in the Loans and LC Exposures such that in lieu of the interest of each Lender in Loans and LC Exposures in which it shall participate as of such date, such Lender shall hold an interest in every one of the Loans and LC Exposures, whether or not such Lender shall previously have participated therein, equal to such Lender’s CAM Percentage thereof. Each Lender and each Loan Party hereby consents and agrees to the CAM Exchange, and each Lender agrees that the CAM Exchange shall be binding upon its successors and assigns and any Person that acquires a participation in its interests in any Loans and LC Exposures. Each Loan Party agrees from time to time to execute and deliver to the Agent all instruments and documents as the Agent shall reasonably request to evidence and confirm the respective interests of the Lenders after giving effect to the CAM Exchange.

(b) As a result of the CAM Exchange, upon and after the CAM Exchange Date, each payment received by the Agent pursuant to any Loan Document in respect of any Loan or LC Exposure, and each distribution made by the Agent pursuant to any Security Document in respect of any Loan or LC Exposure, shall be distributed to the Lenders pro rata in accordance with their respective CAM Percentages. Any direct payment received by a Lender upon or after the CAM Exchange Date, including by way of setoff, in respect of any Loan or LC Exposure shall be paid over to the Agent for distribution to the Lenders in accordance herewith.

(c) In the event that on the CAM Exchange Date any Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under any such Letter of Credit shall not have been reimbursed by the Borrower, each Lender having, on such date and prior to giving effect to the CAM Exchange, Deposit Exposure with respect to such Letter of Credit shall promptly pay over to the Agent, in immediately available funds an amount equal to such Lender’s Deposit Percentage of such undrawn face amount or (to the extent it has not already done so) such unreimbursed drawing, as the case may be, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Agent at a rate equal to the Deposit Return (by transfer from its Deposit Sub-Account). The Agent shall establish a separate account or accounts for each Lender (each, an “L/C Reserve Account”) for the amounts received with respect to each such Letter of Credit pursuant to the preceding sentence. The Agent shall deposit in each Lender’s L/C Reserve Account such Lender’s CAM Percentage of the amounts received from the Lenders as provided above. The Agent shall have sole dominion and control over each L/C Reserve Account, and the amounts deposited in each L/C Reserve Account shall be held in such L/C Reserve Account until withdrawn as provided in paragraph (d), (e) or (f) below. The Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the L/C Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit

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attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s L/C Reserve Account shall be held as a reserve against the outstanding LC Exposure, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of the Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.02.

(d) In the event that on or after the CAM Exchange Date any drawing shall be made in respect of a Letter of Credit, the Agent shall, at the request of the Issuing Lender, withdraw from the L/C Reserve Account of each Lender any amounts, up to the amount of such Lender’s CAM Percentage of such drawing, deposited in respect of such Letter of Credit and remaining on deposit and deliver such amounts to the Issuing Lender in satisfaction of the reimbursement obligations of the Lenders under Section 2.02 (but not of the Borrower under Section 2.02).

(e) In the event that after the CAM Exchange Date any Letter of Credit shall expire undrawn, the Administrative Agent shall withdraw from the L/C Reserve Account of each Lender the amount remaining on deposit therein in respect of such Letter of Credit and distribute such amount to such Lender.

(f) Pending the withdrawal of any amounts from the L/C Reserve Accounts as contemplated by the above paragraphs, the Agent will invest such amounts in Permitted Investments set forth in clause (a) or (c) of the definition thereof, as the Agent may determine. Each Lender shall have the right, at intervals reasonably specified by the Agent, to withdraw the earnings on investments so made by the Agent with amounts in its L/C Reserve Account and to retain such earnings for its own account.

Section 2.25. Right of Set-off. Subject to the provisions of Section 7.01, upon the occurrence and during the continuance of any Event of Default, the Agent and each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final but excluding deposits designated as payroll accounts and any trust accounts) at any time held and other indebtedness at any time owing by the Agent and each such Lender to or for the credit or the account of any Loan Party against any and all of the obligations of such Loan Party now or hereafter existing under the Loan Documents, irrespective of whether or not such Lender shall have made any demand under any Loan Document and although such obligations may not have been accelerated. Each Lender and the Agent agrees promptly to notify the applicable Loan Party after any such set-off and application made by such Lender or by the Agent, as the case may be, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and the Agent under this Section are in addition to other rights and remedies which such Lender and the Agent may have upon the occurrence and during the continuance of any Event of Default.

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Section 2.26. Security Interest in Letter of Credit Account. The Loan Parties hereby assign and pledge to the Agent, for its benefit and for the ratable benefit of the Lenders, and hereby grant to the Agent, for its benefit and for the ratable benefit of the Lenders, a first priority security interest, senior to all other Liens, if any, in all of the Loan Parties’ right, title and interest in and to the Letter of Credit Account and any direct investment of the funds contained therein. Cash held in the Letter of Credit Account shall not be available for use by the Borrower, and shall be released to the Borrower only as described in clause (ii)(y) of Section 2.02(k).

Section 2.27. Payment of Obligations. Subject to the provisions of Section 7.01, upon the maturity (whether by acceleration or otherwise) of any of the Obligations of the Loan Parties under this Agreement or any of the other Loan Documents, the Lenders shall be entitled to immediate payment of such Obligations.

Section 2.28. Increase In US Loans. (a) At any time, the US Borrower may, if it so elects, request a borrowing of additional US Loans hereunder (each , an “US Loan Increase”) (each such US Loan Increase to be in an aggregate amount of not less than the lesser of (i) $20,000,000 and (ii) the amount of the Deposit Commitment in existence at such time, either by designating a financial institution or institutions (or other Person) not theretofore Lenders to become Lenders and to make US Loans to the US Borrower or by agreeing with an existing Lender or Lenders that such Lender’s or Lenders’ shall make US Loans to the US Borrower, in each case in an aggregate amount equal to the amount of the US Loan Increase requested by the US Borrower. Upon (i) execution and delivery by the Borrower and such Lender or Lenders or other financial institution or institutions (or other Person) of an instrument (an “Additional US Loan Commitment”) in a form reasonably satisfactory to the Agent, (ii) receipt of such written consent of the Agent as would be required in the case of an assignment of US Loans to such Person and (iii) delivery by the US Borrower of a borrowing request in respect of such additional US Loans in form and substance satisfactory to the Agent, such existing Lender or Lenders shall (or such other financial institution or institutions (or other Person) shall become Lenders and shall) make additional US Loans (“Incremental US Loans”) as therein set forth and shall have all the rights and obligations of Lenders with such US Loans hereunder; provided that:

(i) the US Borrower shall have delivered to the Agent a copy of the Additional US Loan Commitment (a copy of which the Agent shall promptly deliver to each Lender);

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(ii) before and after giving effect to such US Loan Increase, the representations and warranties of the Loan Parties contained in Article 3 of this Agreement shall be true in all material respects;

(iii) at the time of such US Loan Increase, no Default shall have occurred and be continuing or would result therefrom;

(iv) after giving effect to such US Loan Increase, the Incurrence Test would be met;

(v) either prior to or substantially simultaneously with each borrowing of Incremental US Loans, the Borrower shall have reduced the Deposit Commitments pursuant to Section 2.10(b) in an amount not less than the aggregate amount of Incremental US Loans borrowed hereunder;

(vi) the Agent shall have received such evidence (including an opinion of counsel for the Loan Parties) as it may reasonably request to confirm the due authorization of the transactions contemplated by this Section and the validity and enforceability of the obligations of the Loan Parties resulting therefrom.

(b) On the date of any US Loan Increase, the Borrower shall be deemed to have represented to the Agent and the Lenders that the conditions set forth in clauses (i) through (vi) above have been satisfied.

(c) Incremental US Loans shall be allocated ratably among all outstanding borrowings of US Loans and will be deemed part of such outstanding borrowings. For the avoidance of doubt, Incremental US Loans shall be “US Loans” for all purposes hereunder.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

In order to induce the Lenders to make Loans and issue and/or participate in Letters of Credit hereunder, the Loan Parties jointly and severally represent and warrant as follows:

Section 3.01. Organization; Powers. Each Group Member is duly organized, validly existing and, if applicable, in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

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Section 3.02. Authorization; Enforceability. The Transactions are within the powers of each Group Member and have been duly authorized by all necessary actions. The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to Legal Reservations.

Section 3.03. Disclosure.

(a) Each Group Member has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which it is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Neither the Information Memorandum nor any of the other reports, financial statements, certificates or other information furnished by or on behalf of Holdco or any of its Subsidiaries to the Agent or any Lender in connection with the negotiation of this Agreement or any other Loan Document (as modified or supplemented by other information so furnished) contained when furnished any material misstatement of fact or omitted when furnished to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Loan Parties represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time delivered and, if such projected financial information was delivered prior to the Closing Date, as of the Closing Date (it being understood that projections are inherently uncertain and that actual results may differ from the projections and such difference may be material).

Section 3.04. Financial Condition; No Material Adverse Change.

(a) The Holdco Group has furnished the Lenders with copies of the (a) audited consolidated and consolidating financial statements of the Business for the fiscal years ended December 31, 2005 and December 31, 2006 and (b) the unaudited consolidated and consolidating financial statements of the Business for the fiscal quarter ended March 31, 2007. Such financial statements present fairly, in accordance with GAAP, the financial condition and results of operations of the Business, on a consolidated basis as of such dates and for each such period; such financial statements disclose all liabilities, direct or contingent, of the Business, as of the date thereof required to be disclosed by GAAP; such financial statements were prepared in a manner consistent with GAAP; and such quarterly financial statements are subject to normal year-end adjustments and the absence of footnotes; provided that the financial statements for the fiscal quarter ending March 31, 2007 shall be permitted to be non-compliant with GAAP solely with respect to matters relating to the adoption of Financial Accounting Standard Board interpretation no. 48 (FIN 48).

(b) No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since December 31,

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2006 (it being understood that the insolvency, bankruptcy or other inability to pay obligations when due of any member of the Tower Group prior to the Acquisition shall not constitute, or be evidence of, a Material Adverse Effect).

Section 3.05. Capitalization and Subsidiaries. Schedule 3.05 sets forth, as of the Closing Date, (a) a correct and complete list of the name and relationship to Holdco of each Group Member, (b) a true and complete listing of each class of authorized Equity Interests of each Group Member, of which all of such Equity Interests are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.05, and (c) the type of entity of each Group Member. All of such issued and outstanding Equity Interests have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and is fully paid and non assessable. Each of Holdco’s Domestic Subsidiaries is a Loan Party.

Section 3.06. Government Approvals; No Conflicts. The Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made or as disclosed on Schedule 3.06 and are in full force and effect and except for filings, notices and registrations necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any material Requirement of Law (including, without limitation, Regulations T, U or X of the Board) applicable to any Group Member, (c) to the knowledge of each Group Member, will not violate or result in a material default under any indenture, agreement or other instrument binding upon any Group Member or its assets, or give rise to a right thereunder to require any payment to be made by any Group Member, and (d) will not result in the creation or imposition of any Lien on any asset of any Group Member, except Liens created pursuant to the Loan Documents.

Section 3.07. Compliance with Law; No Default.

(a) Except for matters which could not reasonably be expected to have a Material Adverse Effect, each Group Member is in compliance with all material Requirements of Law applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property. No Default has occurred and is continuing.

Section 3.08. Litigation and Environmental Matters.

(a) Other than as set forth on Schedule 3.08, there are no actions, suits or proceedings pending or, to the knowledge of each Group Member, threatened against or affecting the Holdco Group or any of its properties, before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which is reasonably likely to be determined adversely and, if so determined adversely would have a Material Adverse Effect.

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(b) Except for matters which could not reasonably be expected to have a Material Adverse Effect (i) the operations of the Loan Parties comply in all material respects with all applicable Environmental Laws; (ii) to the knowledge of each Loan Party, none of the operations of the Loan Parties is the subject of any Federal or state investigation evaluating, or any third party claim regarding, the need for remedial action involving an expenditure by the Loan Parties to respond to a release of any Hazardous Materials into the environment; and (iii) to the knowledge of each Loan Party, the Loan Parties do not have any material Environmental Liability.

Section 3.09. Insurance. All policies of insurance of any kind or nature owned by or issued to the Holdco Group, including, without limitation, policies of life, fire, theft, product liability, public liability, property damage, other casualty, employee fidelity, workers’ compensation, employee health and welfare, title, property and liability insurance, are or will be in full force and effect as of the Closing Date and at all times thereafter and are of a nature and provide such coverage as is sufficient for and customarily carried by companies of the size and character of the Business.

Section 3.10. Taxes. Each Group Member has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which such Group Member has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not could not reasonably be expected to have a Material Adverse Effect. No tax liens have been filed and no claims are being asserted with respect to any such taxes.

Section 3.11. Use of Proceeds. The proceeds of the Loans shall be used to finance the Acquisition and to pay fees and expenses incurred in connection with the Transactions and, solely with respect to the Incremental US Loans, for general corporate purposes.

Section 3.12. Labor Relations.

(a) Except as disclosed on Schedule 3.12(a), no Group Member is presently a party to any collective bargaining agreement or other similar contract.

(b) Except as disclosed on Schedule 3.12(b) and for matters which, in the aggregate, if determined adversely to the Holdco Group, would not have a Material Adverse Effect, there is not presently pending and, to the best knowledge of each Group Member, there is not threatened any of the following:

(i) any strike, slowdown, picketing, work stoppage or other labor dispute;

(ii) any proceeding against or affecting the Holdco Group relating to the alleged violation of any applicable law pertaining to labor

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relations or before the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable governmental body, organizational activity, or other labor or employment dispute against or affecting the Holdco Group;

(iii) any lockout of any employees by any Group Member;

(iv) any application for the certification of collective bargaining representation; or

(v) any failure by any Group Member to comply with all applicable law relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing.

Section 3.13. ERISA. No ERISA Event has occurred or is reasonably expected to occur that could reasonably be expected to result in a Material Adverse Effect.

Section 3.14. Investment Company Status. No Loan Party and no Subsidiary of a Loan Party is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended.

Section 3.15. Properties.

(a) As of the date of this Agreement, Schedule 3.15(a) sets forth the address of each parcel of real property that is owned or leased by each Loan Party and, in the case of each leased real property, lists the applicable leases, subleases, and any amendments, supplements or modifications thereof, and all recorded copies, memoranda, short forms and all nondisturbance agreements relating thereto. Each of such leases and subleases is valid and enforceable in accordance with its terms and is in full force and effect, and no default by any party to any such lease or sublease exists, except, in each case, as could not reasonably be expected to have a Material Adverse Effect. Each Group Member has good and indefeasible title to, or valid leasehold interests in, all its real and personal property, free of all Liens other than those permitted by Section 6.01, except where the failure to have such good and indefeasible title or such valid leasehold interests could not reasonably be expected to have a Material Adverse Effect.

(b) Each Group Member owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property necessary to its business as currently conducted. To the best of each Group Member’s knowledge, the use thereof by the Holdco Group does not infringe in any material respect upon the rights of any other Person.

Section 3.16. Solvency. Immediately after the consummation of the Transactions to occur on the Closing Date each Loan Party will be Solvent.

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Section 3.17. Security Interest in Collateral. The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all the Collateral in favor of the Agent, for the benefit of the Agent and the Secured Parties, and such Liens constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the applicable Loan Party and all third parties, and having priority over all other Liens on the Collateral except in the case of (a) Liens of the type described in clauses (i), (ii), (iii) or (iv) of the definition of Permitted Liens, to the extent any such Permitted Liens would have priority over the Liens in favor of the Agent and the Secured Parties pursuant to any applicable law, (b) to the extent applicable, Liens created under the Revolving Credit Facility Loan Documents, (c) Liens perfected only by possession (including possession of any certificate of title) to the extent the Agent has not obtained or does not maintain possession of such Collateral and (d) with respect to Collateral of Foreign Subsidiaries, Liens perfected only by mandatory notice, registration or similar requirements.

ARTICLE 4

CONDITIONS OF LENDING

Section 4.01. Conditions Precedent to Initial Loans and Initial Letters of Credit. The obligations of the Lenders to make Loans and of the Issuing Lender to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.09.

(a) Loan Agreement and Loan Documents. The Agent (or its counsel) shall have received (i) from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Agent (which may include facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and (ii) duly executed copies of the other Loan Documents and such other certificates, documents, instruments and agreements as the Agent shall reasonably request in connection with the transactions contemplated by this Agreement and the other Loan Documents, together with (i) any pledged Collateral (together with undated stock powers or note powers, as applicable, executed in blank) required to be delivered thereunder, (ii) all documents, certificates, forms and filing fees that the Agent may deem reasonably necessary to perfect and protect the Liens and security interests created under the Security Documents, including, without limitation, financing statements in form and substance reasonably acceptable to the Agent, as may be required to grant, continue and maintain an enforceable security interest in the Collateral (subject to the terms hereof and of the other Loan Documents) in accordance with the Uniform Commercial Code as enacted in all relevant jurisdictions and (iii) the perfection certificate attached as an exhibit to the Security Agreement.

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(b) Supporting Documents. The Agent shall have received for each of the Loan Parties (subject to the following clause (iv) in the case of a Foreign Subsidiary):

(i) a copy of such entity’s certificate of incorporation or formation, as amended, certified as of a date within 90 days of the Closing Date by the Secretary of State of the state of its incorporation or formation;

(ii) a certificate of such Secretary of State, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and

(iii) a certificate of the Secretary or an Assistant Secretary of that entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying (A) that attached thereto is a true and complete copy of the by-laws or limited liability company operating agreement of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors or managers of that entity authorizing the borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated hereby, (C) that the certificate of incorporation or formation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)); or

(iv) in the case of any Loan Party that is a Foreign Subsidiary, such customary evidence of its legal existence, its power and authority to enter into the Loan Documents to which it is a party and the incumbency and signatures of its officers or other representatives and such other documents or evidence as the Agent may reasonably request.

(c) Structure and Terms of the Transactions. (i) The Acquisition shall have been consummated, or shall be consummated substantially simultaneously with the initial borrowing of the Loans hereunder, in accordance with the Purchase Agreement, without giving effect to any amendments or waivers by thereto or to any material documentation related thereto that (taken as a whole) are adverse to the interests of the Lenders in any material respect without the consent of the Arrangers.

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(ii) The Borrowers shall have received, or substantially simultaneously with the borrowing hereunder shall receive, not less than $115,000,000 (or such lesser amount as the Borrowers determine is necessary to consummate the Acquisition) in gross cash proceeds from borrowings of the Second Lien Term Loans. The Revolving Credit Facility Loan Documents shall have become effective in accordance with their terms and the conditions to utilization of the revolving credit facility thereunder shall be met. The terms and conditions contained in the Other Loan Documents shall be substantially consistent with those set forth in the Commitment Letter or otherwise satisfactory in all respects to the Arrangers.

(iii) After giving effect to the Transactions, the Holdco Group shall have outstanding no Indebtedness or preferred Equity Interests other than (1) Indebtedness under the Loan Documents and the Other Loan Documents, (2) other Indebtedness permitted under the Loan Documents and (3) preferred Equity Interests which are part of the Equity Contribution; provided that the aggregate total Indebtedness permitted by the foregoing clauses (1) and (2) less the total Unrestricted Cash of the Holdco Group shall not exceed $850,000,000.

(iv) The Equity Contribution shall have been made, or substantially simultaneously with the borrowing hereunder shall be made, in at least the amount set forth in the recitals to this Agreement, which to the extent constituting other than common stock shall be on terms and conditions (taken as a whole) and pursuant to documentation reasonably satisfactory to the Arrangers to the extent material to the interests of the Lenders.

(v) After giving effect to the Transactions, (i) Holdings shall have acquired, directly or through a wholly-owned Subsidiary, the Holdings Assets, (ii) Holdco shall have acquired, through one or more direct or indirect wholly-owned Domestic Subsidiaries, all Domestic Acquired Assets, and (iii) Foreign Holdco shall be a wholly-owned Subsidiary of Holdco, which shall own directly or through its wholly-owned Subsidiaries all Equity Interests in the Foreign Entities included in the Acquired Assets.

(vi) After giving effect to the Transactions, the Existing DIP Facility shall have been repaid in full (or, in the case of any letter of credit issued pursuant thereto, returned, cash-collateralized or guaranteed by a back-to-back letter of credit), and all action necessary to release all collateral pledged thereunder shall have been taken, in form and substance reasonably satisfactory to the Agent.

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(vii) After giving effect to the Transactions, there shall be no Liens on any assets of the Holdco Group other than Liens permitted under Section 6.01.

(d) Mortgages, etc. The Agent shall have received, with respect to each parcel of real property set forth in Schedule 4.01(d) (each, an “Initial Mortgaged Property”), each of the following, in form and substance reasonably satisfactory to the Agent:

(i) a Mortgage on such property;

(ii) evidence that a counterpart of the Mortgage has been delivered to the applicable title insurance company for recording in the place necessary, in the Agent’s judgment, to create a valid and enforceable first priority Lien in favor of the Agent for the benefit of itself and the Lenders; provided that the title insurance company has issued its title insurance policy to the Agent in a New York style closing;

(iii) ALTA loan title policy issued by a title insurance company and reinsured in an amount and by title insurance companies all reasonably satisfactory to the Agent;

(iv) an ALTA survey prepared and certified to the Agent by a surveyor reasonably acceptable to the Agent;

(v) an opinion of counsel in the state in which such Initial Mortgaged Property is located from counsel reasonably satisfactory to the Agent; and

(vi) such other information, documentation, and certifications as may be reasonably required by the Agent.

Notwithstanding the foregoing, with respect to the documents and actions listed on Schedule 4.01(d) under the heading “Post-Closing Actions” that are not available to be delivered or able to be taken on or prior to the Closing Date, the delivery of such documents and the taking of such actions shall not be a condition precedent to the effectiveness of the obligations of the Lenders to make Loans and of the Issuing Lender to issue Letters of Credit hereunder.

(e) Opinions of Counsel. The Agent and the Lenders shall have received the favorable written opinions of Lowenstein Sandler PC, United States counsel to the Loan Parties, dated the date of borrowing of the Loans, substantially in the form of Exhibit B-1, (ii) Freshfields Bruckhaus Deringer, European counsel to the Loan Parties, dated the date of the borrowing of the Loans, substantially in the form of Exhibit B-2 and (iii) Allen & Overy LLP, European counsel to the Agent and the Arrangers, substantially in the form of Exhibit B-3.

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(f) Financial Statements. The Arrangers shall have received unaudited combined and (to the extent available to the Loan Parties or the Sponsor) combining balance sheets and related statements of income and cash flows of the Business prepared in accordance with GAAP ((x) subject to normal year end adjustments and the absence of footnotes and (y) except for the financial statements (A) for the fiscal quarters ending March 31, 2007, June 30, 2007 and September 30, 2007 and (B) for each fiscal month of 2007, which, solely with respect to matters relating to the adoption of Financial Accounting Standard Board interpretation no. 48 (FIN 48), shall be permitted to be non-compliant with GAAP) for (i) each fiscal quarter ended after December 31, 2006 and at least 45 days before the Closing Date and (ii) each fiscal month ended after the most recent fiscal quarter for which financial statements were received by the Arrangers as described above and ended at least 45 days before the Closing Date, which financial statements shall not be materially inconsistent with the financial statements previously provided to the Arrangers by or on behalf of the Loan Parties.

(g) Solvency. The Arrangers shall have received a certificate from a Financial Officer of Holdco in form, scope and substance reasonably satisfactory to Agent, with appropriate attachments and demonstrating that after giving effect to the Transactions and other transactions contemplated to occur in connection therewith, the Holdco Group, on a consolidated basis, is Solvent.

(h) Governmental Approvals; Consents. All material governmental and third party consents and approvals with respect to the Equity Contribution or the Facilities to the extent required shall have been obtained, all applicable appeal periods shall have expired and there shall be no litigation, governmental, administrative or judicial action, actual or threatened, that could reasonably be expected to restrain, prevent or impose materially burdensome conditions on the Equity Contribution or the Facilities.

(i) Foreign Subsidiary Guarantee. The Agent shall have received the Foreign Subsidiary Guarantee duly executed by each of the Foreign Subsidiaries listed on the signature pages thereto.

(j) Foreign Collateral Documents. The Agent shall have received the Foreign Collateral Documents listed on Schedule 1.01(b), duly executed by each Foreign Subsidiary party thereto, together with such evidence of the effectiveness and priority of the collateral security created thereby as the Agent may reasonably request.

(k) Insurance. The Agent and the Arrangers shall have received a report from Marsh, Inc. or another independent insurance consulting firm satisfactory to the Agent and the Arrangers in their Permitted Discretion as to the adequacy of the insurance policies and coverages maintained by the Holdco Group, and a customary insurance broker’s letter confirming that such coverages are in place. Such report and broker’s letter shall be in form and substance

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reasonably satisfactory to the Agent and the Arrangers and shall provide evidence that Holdco and its Subsidiaries maintain insurance coverage in compliance with the terms of Section 5.05.

(l) [Intentionally Omitted]

(m) Environmental Matters. The Agent and the Arrangers shall have received Phase I environmental review reports with respect to each of the Initial Mortgaged Properties from Environ International Corporation or another firm satisfactory to the Agent and the Arrangers in their Permitted Discretion, which review reports shall be reasonably satisfactory in form and substance to the Agent and the Arrangers. Upon request, the Loan Parties will inform the Agent or any Lender in writing about the Loan Parties’ plans with respect to any hazards or liabilities identified in any such environmental review reports.

(n) Company Material Adverse Effect. Since January 1, 2007, no event or events shall have occurred which have or would reasonably be expected to have a Company Material Adverse Effect.

(o) Patriot Act. At least five Business Days prior to the Closing Date, the Arrangers shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti money laundering rules and regulations, including without limitation, the Patriot Act.

(p) Payment of Fees and Expenses. The Borrowers shall have paid to the Agent and the Arrangers all fees due on the Closing Date under and pursuant to this Agreement and the letter referred to in Section 2.20 and fees and expenses of counsel to the Agent as to which invoices have been issued.

(q) Lien Searches. The Arrangers shall have received and shall be reasonably satisfied with lien searches conducted in the jurisdictions outside the United States of America where assets constituting direct or indirect collateral for the Facilities may be located or deemed to be located and in which such searches may be conducted under applicable law; provided, that in the event that such lien searches cannot, after the exercise of reasonable efforts, be completed prior to the Closing Date, the receipt of such lien searches shall not be a condition precedent to the Closing Date, and the Loan Parties shall cause such lien searches to be provided not later than 45 days following the Closing Date (or such later date as the Agent may approve).

(r) Orders; Plan of Reorganization. (i) The Sale Order and the Confirmation Order shall have been entered in accordance with the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, any applicable orders of the Bankruptcy Court and any applicable local rules and each shall be a Final Order; (ii) all conditions to the effectiveness of the Plan of Reorganization shall have been satisfied or waived (the waiver thereof, if materially adverse to the Lenders,

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having been approved by the Arrangers) and the Consummation of the Plan of Reorganization shall occur on the Closing Date contemporaneously with the making of the initial Loans hereunder and (iii) the Plan of Reorganization shall not have been amended in any manner materially adverse to the Lenders without the consent of the Arrangers.

Section 4.02. Conditions Precedent to each Loan and each Letter of Credit. The obligation of the Lenders to make each Loan to be made on the Closing Date and of the Issuing Lender to issue each Letter of Credit, including the initial Letter of Credit, is subject to the satisfaction (or waiver in accordance with Section 10.09) of the following conditions precedent:

(a) Notice. The Agent shall have received a notice with respect to such borrowing or issuance, as the case may be, as required by Section 2.02(c) or Section 2.03.

(b) Representations and Warranties. All representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the Closing Date and the subsequent date of the issuance of each Letter of Credit hereunder with the same effect as if made on and as of such date (unless such representation or warranty is made only as of a specific date, in which event such representation or warranty shall be true and correct in all material respects as of such specific date), except on the Closing Date, the representation and warranty set forth in Section 3.04(b).

(c) No Default. On the Closing Date and the subsequent date of issuance of each Letter of Credit, no Default or Event of Default shall have occurred and be continuing.

The request by the Borrower for, and the acceptance by the Borrower of, each extension of credit hereunder shall be deemed to be a representation and warranty by the Borrower that the conditions specified in this Section have been satisfied or waived at that time.

ARTICLE 5

AFFIRMATIVE COVENANTS

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit shall have expired or terminated and all LC Disbursements shall have been reimbursed, the Loan Parties jointly and severally covenant and agree with the Lenders that:

Section 5.01. Financial Statements and Other Information. The US Borrower will furnish to the Agent and each Lender:

(a) within (i) 150 days after the end of the fiscal year ending December 31, 2007 and (ii) 120 days after the end of each fiscal year of Holdco thereafter, the audited consolidated and unaudited consolidating balance sheets of the Holdco Group and related consolidated and consolidating statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case (commencing with fiscal year 2008) in comparative form the figures for the previous fiscal year, such consolidated statements reported on by independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Holdco Group on a consolidated basis in accordance with GAAP consistently applied.

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(b) within 75 days after the end of the fiscal quarter of Holdco ending December 31, 2007 and within 45 days after the end of each of the first three fiscal quarters of each fiscal year of Holdco, the consolidated and consolidating balance sheets of the Holdco Group and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form (commencing with fiscal year 2008) the figures for (or, in the case of the balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of Holdco as presenting fairly in all material respects the financial condition and results of operations of the Holdco Group on a consolidated basis in accordance with GAAP consistently applied (except for the financial statements for the fiscal quarters ending March 31, 2007, June 30, 2007, September 30, 2007 and December 31, 2007, which, solely with respect to matters relating to the adoption of Financial Accounting Standard Board interpretation no. 48 (FIN 48), shall be permitted to be non-compliant with GAAP), subject to normal year-end audit adjustments and the absence of footnotes;

(c) concurrently with any delivery of financial statements under (a) or (b) above, (X) a comparison of the actual performance for the period to which such financial statements relate to the actual performance for the corresponding period of the prior fiscal year and the projected performance for that period, (Y) commentary on the financial performance of the Holdco Group for the period to which such financial statements relate and any material developments affecting the Holdco Group and (Z) a certificate of a Financial Officer of Holdco in substantially the form of Exhibit G (i) certifying that no Default or Event of Default has occurred, or, if such a Default or Event of Default or event has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in detail reasonably satisfactory to the Agent demonstrating compliance with the provisions of Sections 6.11, 6.12 and 6.13;

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(d) as soon as available, but in any event not more than 30 days following the end of each fiscal year of Holdco, a copy of the plan and forecast (including a projected consolidated and consolidating balance sheet, income statement and funds flow statement) of the Holdco Group for each quarter of the upcoming fiscal year in form reasonably satisfactory to the Agent;

(e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by it with the Securities and Exchange Commission, or any governmental authority succeeding to any of or all the functions of said commission, or with any national securities exchange;

(f) promptly after the receipt thereof by Holdings or any Group Member (but subject to any limitations on disclosure thereof imposed upon such Person by its certified public accountants), a copy of any “management letter” (whether in final or draft form) received by any such Person from its certified public accountants and the management’s response thereto;

(g) promptly after the request by any Lender, all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; and

(h) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdco Group, or compliance with the terms of any material loan or financing agreements as the Agent, at the request of any Lender, may reasonably request.

Section 5.02. Notices Of Material Events. Each Borrower (or, to the extent that an event described in this Section 5.02 relates specifically to the US Borrower or the European Borrower, the applicable Borrower) will furnish to the Agent and each Lender prompt notice of the following:

(a) the occurrence of any Default;

(b) receipt of any notice of any investigation by any Governmental Authority or any litigation or proceeding commenced or threatened against any Group Member that (i) seeks damages in excess of $15,000,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Group Member, (v) with respect to any Eligible Real Property or Additional Eligible Real Property, alleges a material violation of, or seeks remediation or other compliance measures of a material nature pursuant to, any Environmental Laws, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000, or (vii) involves any product recall that results in, or could reasonably be expected to result in, a Material Adverse Effect;

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(c) as soon as available and in any event (A) within 30 days after a Loan Party or any of its ERISA Affiliates knows or has reason to know that any Termination Event described in clause (i) of the definition of Termination Event with respect to any Single Employer Plan of such Loan Party or such ERISA Affiliate has occurred and (B) within 10 days after a Loan Party or any of its ERISA Affiliates knows or has reason to know that any other Termination Event with respect to any such Plan has occurred, a statement of a Financial Officer of the Borrower describing the full details of such Termination Event;

(d) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Holdco Group in an aggregate amount exceeding $10,000,000;

(e) promptly and in any event within 10 days after receipt thereof by any Loan Party or any of its ERISA Affiliates from the PBGC, copies of each notice received by the Borrower or any such ERISA Affiliate of the PBGC’s intention to terminate any Single Employer Plan of such Loan Party or such ERISA Affiliate or to have a trustee appointed to administer any such Plan;

(f) if requested by the Agent, promptly and in any event within 30 days after the filing thereof with the Internal Revenue Service, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Single Employer Plan of any Loan Party or any of its ERISA Affiliates;

(g) within 10 days after notice is given or required to be given to the PBGC under Section 302(f)(4)(A) of ERISA of the failure of any Loan Party or any of its ERISA Affiliates to make timely payments to a Plan, a copy of any such notice filed;

(h) promptly and in any event within 10 days after receipt thereof by any Loan Party or any ERISA Affiliate from a Multiemployer Plan sponsor, a copy of each notice received by any Loan Party or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability by a Multiemployer Plan, (B) the determination that a Multiemployer Plan is, or is expected to be, in reorganization within the meaning of Title IV of ERISA, (C) the termination of a Multiemployer Plan within the meaning of Title IV of ERISA, or (D) the amount of liability incurred, or which may be incurred, by any Loan Party or any ERISA Affiliate in connection with any event described in clause (A), (B) or (C) above;

(i) any other development that results in, or could reasonably expected to result in, a Material Adverse Effect;

Section 5.03. [Reserved].

Section 5.04. Existence; Conduct of Business. Each Group Member will (i) do or cause to be done (A) all things necessary to preserve, renew and keep in full force and effect its legal existence and (B) all commercially reasonable things necessary to preserve, renew and keep in full force and effect the rights,

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qualifications, licenses, permits, franchises, governmental authorizations, intellectual property rights, licenses and permits necessary and material to the conduct of its business, and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.02 and (ii) carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted, except in each case where the failure to do so (x) is no longer necessary, in the reasonable judgment of Holdco and (y) could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 5.05. Insurance. (a) Each Group Member will maintain with financially sound and reputable carriers having a financial strength rating of at least A- by A.M. Best Company (i) insurance in such amounts (with no greater risk retention) and against such risks and such other hazards, as is customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations and (ii) all insurance required pursuant to the Security Documents. The Loan Parties will furnish to the Lenders, upon request of the Agent, information in reasonable detail as to the insurance so maintained.

(b) The Borrower will cause the Agent to at all times be named as loss payee or an additional insured (but without any liability for any premiums) under each insurance policy maintained pursuant to Section 5.05(a) covering physical damage to or theft of any Collateral. The requirement set forth in the preceding sentence is subject to the terms of the Intercreditor Agreement.

Section 5.06. Payment of Obligations. Each Group Member will pay or discharge all Material Indebtedness and all other material liabilities and obligations, including Taxes, before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Group Member has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

Section 5.07. Compliance With Laws. Each Group Member will comply with all Requirements of Law applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Section 5.08. Maintenance Of Properties. Each Group Member will keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted.

Section 5.09. Books And Records; Inspection Rights. Each Group Member will:

(a) maintain or cause to be maintained at all times true and complete books and records in a manner consistent with GAAP of their operations; and provide the Agent and its representatives access to all such books and records during regular business hours, in order that the Agent may upon reasonable prior notice examine and make abstracts from such books, accounts, records and other papers for the purpose of verifying the accuracy of the various reports delivered by the Loan Parties to the Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement.

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(b) permit any representatives designated by the Agent or any Lender (including employees of the Agent, any Lender or any consultants, accountants, lawyers and appraisers retained by the Agent), upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested. The Loan Parties acknowledge that the Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ assets for internal use by the Agent and the Lenders.

(c) grant access to and the right to inspect all final reports, final audits and other similar internal information of the Holdco Group relating to environmental matters upon reasonable notice, and obtain any third party verification of matters relating to compliance with Environmental Laws and regulations reasonably requested by the Agent at any time and from time to time; provided, however, that access to materials protected by attorney-client privilege need not be provided.

Section 5.10. [Reserved].

Section 5.11. [Reserved].

Section 5.12. Interest Rate Protection. Holdco will ensure that for at least three years following the Closing Date not less than 50% of the Loan Parties’ aggregate Indebtedness created under the Loan Documents and the Other Loan Documents effectively bears interest at a fixed rate, through the Loan Parties entering into, as promptly as practicable (and in any event no later than the 90th day after the Closing Date), Hedging Agreements reasonably satisfactory to the Agent.

Section 5.13. Additional Guarantors and Collateral; Further Assurances.

(a) Subject to applicable law, Holdco shall cause each of its Domestic Subsidiaries formed or acquired after the date of this Agreement to become a Loan Party by executing the Joinder Agreement set forth as Exhibit H hereto (the “Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a Subsidiary Guarantor hereunder and thereupon

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shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) execute supplements to the Security Documents pursuant to which it will grant Liens to the Agent, for the benefit of the Agent and the Lenders, in any and all property of such Subsidiary Guarantor, including a Mortgage on the interest of such Subsidiary Guarantor in each real property located in the United States owned or leased by it (subject to Sections 5.13(e) and 5.13(f)).

(b) Each Loan Party (other than a Foreign Subsidiary) will cause (i) 100% of the issued and outstanding Equity Interests, if any, in each Domestic Subsidiary directly owned by it and (ii) 65% of the issued and outstanding Equity Interests, if any, entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests, if any, not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2) in each Foreign Subsidiary directly owned by it to be subject at all times to a perfected Lien in favor of the Agent pursuant to the terms and conditions of the Security Documents.

(c) Subject to applicable law, Holdco shall cause each of its Foreign Subsidiaries that is domiciled in any member state of the European Community not heretofore a Loan Party to become a Loan Party upon the reasonable request of the Agent by executing and delivering a Foreign Subsidiary Guarantee (or the supplement thereto) and shall cause each Foreign Subsidiary to execute and deliver such Foreign Collateral Documents as the Agent may reasonably request. No such request shall be deemed reasonable if compliance therewith (x) would subject any Group Member to any material tax liability, (y) would cause any Group Member to be in violation in any material respect with any applicable contractual restriction (which the other party to such contract is not willing to waive for no or nominal consideration) or (z) would cause any Group Member to be in violation of applicable law or regulation.

(d) Without limiting the foregoing, each Loan Party shall, and shall cause each of its Subsidiaries to, execute and deliver, or cause to be executed and delivered, to the Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, Mortgages, title insurance policies, surveys, legal opinions and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Security Documents, all at the expense of the Loan Parties.

(e) If any material assets (including any real property having a fair market value in excess of $1,000,000 (as reasonably determined by the Borrower) or improvements thereto or any interest therein) are acquired by any Loan Party after the Closing Date (other than assets constituting Collateral under an existing

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Security Document that become subject to a Lien in favor of the Agent upon acquisition thereof), such Loan Party will notify the Agent thereof, and, if requested by the Agent or the Required Lenders, will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Agent to grant and perfect such Liens, including actions described in paragraph (d) of this Section, all at the expense of the Loan Parties.

(f) The obligations of the Loan Parties pursuant to the foregoing provisions of Section 5.13(a) with respect to real property leased but not owned by them are limited to such leasehold interests as the Agent may determine in its Permitted Discretion to be of material value as Collateral; provided, that any leasehold interest with a fair market value not in excess of $1,000,000 (as reasonably determined by the Borrower) shall not be deemed to be of material value as Collateral. With respect to (i) any such leasehold interests which the Agent may so determine to be of material value as Collateral, and (ii) the leasehold interests listed on Schedule 5.13(f), the applicable Loan Party (A) shall use commercially reasonable efforts to obtain from the landlord under the applicable lease a Landlord Consent and Agreement (with a consent by the landlord’s mortgagee, if applicable) (x) consenting to a Mortgage of the leasehold interest to the Agent, (y) agreeing to provide to the Agent notice of and an opportunity to cure tenant defaults under the lease, and (z) agreeing that, in the event of the termination of the lease, the landlord will grant a new lease, all substantially in the form of Exhibit J, including specifically Sections 4, 7 and 8 thereof, with such changes as are satisfactory to the Agent in its Permitted Discretion; and (B) if the landlord consents to a Mortgage of the leasehold interest to the Agent as aforesaid or such Mortgage is otherwise permitted and will not cause a default or event of default under the lease, shall cause such leasehold interest to be mortgaged to the Agent pursuant to Section 5.13(d).

Section 5.14. Post Closing Matters.

(a) With respect to the documents and actions listed on Schedule 4.01(d) under the heading “Post-Closing Actions” that are not delivered or taken on or prior to the Closing Date, the Borrower shall use commercially reasonable efforts to cause such documents to be delivered and actions to be taken within the time periods listed in said Schedule 4.01(d).

(b) Within 30 days after the date of this Agreement (or such longer period as the Agent shall agree in its reasonable discretion), MT Stahl Handelsgesellschaft GmbH (“Stahl”) shall (and the European Borrower shall cause Stahl to) enter into the Foreign Subsidiary Guarantee as a European Guarantor (as defined therein), the Intercreditor Agreement, a German law governed intercompany receivables assignment agreement granted by Stahl as assignor in favor of the Agent and a German law governed accounts pledge agreement granted by Stahl as pledgor in favor of the Agent, each in form and substance satisfactory to the Agent.

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(c) Within 10 Business Days after the date of this Agreement (or such longer period as the Agent shall agree in its reasonable discretion), the European Borrower shall enter into a Slovak law pledge over its shares in Tower Automotive A.S. as pledgor in favor of the Agent, in substantially the form agreed as of the date of this Agreement.

(d) To the extent that such arrangements are not in place on the Closing Date, within 10 Business Days of the date of this Agreement, the Loan Parties will ensure that (a) the cash pooling arrangements previously described to the Agent are established; (b) the European Borrower is the head of the cash pool and the entity into whose accounts (Cash Pool Accounts) credit balances of each other member of the cash pooling arrangements are transferred at the end of each Business Day; and (c) all such Cash Pool Accounts are subject to Liens under and pursuant to the Dutch Omnibus Security Document.

(e) On the Closing Date, the Loan Parties will cause Tower Automotive International B.V. to enter into the Foreign Subsidiary Guarantee, the Intercreditor Agreement and the Dutch Omnibus Security Document.

ARTICLE 6

NEGATIVE COVENANTS

Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees, expenses and other amounts payable under any Loan Document have been paid in full and all Letters of Credit have expired or terminated and all LC Disbursements shall have been reimbursed, the Loan Parties covenant and agree, jointly and severally, with the Lenders that:

Section 6.01. Liens. No Group Member will create, incur, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, other than:

(a) Liens on any property or any assets of any Group Member existing on the Closing Date as reflected on Schedule 6.01 provided that (i) such Lien shall not apply to any other property or asset of such Group Member (other than after acquired property affixed thereto or incorporated therein and proceeds or products thereof) and (ii) such Lien shall secure only those obligations which it secures on the date hereof and Permitted Refinancing Indebtedness with respect thereto;

(b) Liens created pursuant to the Loan Documents or the Other Loan Documents;

(c) Permitted Liens;

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(d) Liens on fixed or capital assets acquired, constructed, repaired or improved by any Group Member; provided that (i) such security interests secure Indebtedness permitted by Section 6.03(d), (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (iii) such security interests shall not apply to any other property or assets of such Group Member;

(e) Liens arising from precautionary UCC financing statements regarding operating leases;

(f) Liens existing on any property or asset prior to the acquisition thereof by any Group Member (including, without limitation, in connection with a Permitted Acquisition) or existing on any property or asset of any Person that becomes a Group Member after the date hereof prior to the time such Person becomes a Group Member; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Group Member, as the case may be, (ii) such Lien shall not apply to any other property or assets of such Group Member (other than after acquired property affixed thereto or incorporated therein and proceeds or products thereof) and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Group Member, as the case may be and Permitted Refinancing Indebtedness with respect thereto;

(g) Liens of a collecting bank arising in the ordinary course of business under Section 4 208 of the Uniform Commercial Code in effect in the relevant jurisdiction covering only the items being collected upon;

(h) Liens securing obligations owing to a Group Member;

(i) Liens on property of any Foreign Subsidiary, which Liens secure Indebtedness of the applicable Foreign Subsidiary permitted under Section 6.03(g);

(j) Liens on property (i) of any Subsidiary that is not a Loan Party and (ii) that does not constitute Collateral, which Liens secure Indebtedness of the applicable Subsidiary permitted under Section 6.03 (other than Section 6.03(g));

(k) Liens on cash collateral securing letters of credit permitted under Section 6.03(n); and

(l) other Liens so long as neither the value of the property subject to such Liens, nor the Indebtedness and other obligations secured thereby, exceed $15,000,000 in the aggregate.

Section 6.01A. Metalsa Negative Pledge. Holdings will not, and will not permit any of its subsidiaries to, create, incur, assume or suffer to exist any Lien on any Equity Interests in Metalsa or any direct or indirect parent of Metalsa owned by Holdings or any of its subsidiaries, except for Permitted Liens of the types described clauses (i) and (ix) of the definition thereof.

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Section 6.02. Fundamental Changes.

(a) No Group Member will merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Person may merge into Holdco in a transaction in which Holdco is the surviving corporation; (ii) any Group Member (other than Holdco) may merge into any other Group Member in a transaction in which the surviving entity is a Group Member (provided, that if any party to any such transaction is (A) a Loan Party, the surviving entity of such transaction shall be a Loan Party, (B) a Domestic Subsidiary, the surviving entity of such transaction shall be a Domestic Subsidiary and (C) a Borrower, the surviving entity of such transaction shall be such Borrower); (iii) any Subsidiary (other than a Borrower) may liquidate or dissolve if Holdco determines in good faith that such liquidation or dissolution is in the best interests of the Holdco Group and is not materially disadvantageous to the Lenders; and (iv) any Permitted Acquisition or disposition permitted by Section 6.06 may be effected by way of a merger or consolidation of a Subsidiary.

(b) No Group Member will engage in any business other than the Business and businesses reasonably related thereto.

(c) Holdco will not engage in any business or activity other than the ownership of all the outstanding shares of capital stock of Foreign Holdco and the Domestic Subsidiaries and activities incidental thereto. Foreign Holdco will not engage in any business or activity other than the ownership of all the outstanding shares of capital stock of the Foreign Subsidiaries and activities incidental thereto.

Section 6.03. Indebtedness. No Group Member will create, incur or suffer to exist any Indebtedness, except:

(a) Indebtedness existing on the Closing Date and set forth on Schedule 6.03 and Permitted Refinancing Indebtedness with respect thereto;

(b) Indebtedness under the Loan Documents and the Other Loan Documents;

(c) Indebtedness of any Subsidiary to Holdco or any other Subsidiary, provided that (i) Indebtedness of any Subsidiary that is not a Loan Party to Holdco or any Subsidiary that is a Loan Party shall be subject to Section 6.05 and (ii) Indebtedness of any Subsidiary that is a Loan Party to any Subsidiary that is not a Loan Party shall be subordinated to the Obligations pursuant to an Affiliate Subordination Agreement;

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(d) (i) Indebtedness incurred subsequent to the Closing Date secured by purchase money Liens (including Capitalized Leases), (ii) Indebtedness of a Person that becomes a Group Member after the Closing Date, provided that such Indebtedness is not created in contemplation thereof, and (iii) Permitted Refinancing Indebtedness in respect of Indebtedness described in (i) and (ii), in an aggregate amount for (i), (ii) and (iii) not to exceed $35,000,000;

(e) Indebtedness owed to any bank in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds;

(f) Indebtedness incurred in connection with foreign exchange contracts, currency swap agreements, currency future or option contracts and other similar agreements designed to hedge against fluctuations in foreign exchange rates and interest rate swap, cap or collar agreements and interest rate future or option contracts designed to hedge against fluctuations in foreign interest rates, in each case to the extent that such agreement or contract is entered into in the ordinary course of business;

(g) Indebtedness of Foreign Subsidiaries not otherwise described herein, not exceeding the aggregate principal amount of €25,000,000 or the equivalent of such amount at any one time outstanding;

(h) Indebtedness consisting of (i) Guarantees by any Loan Party of the Indebtedness of any other Loan Party, (ii) Guarantees by any Group Member that is not a Loan Party of the Indebtedness of any other Group Member that is not a Loan Party, or (iii) to the extent permitted by Section 6.05, Guarantees by any Loan Party of the Indebtedness of any other Group Member, in each case to the extent the Indebtedness so guaranteed is permitted under the Agreement;

(i) in each case to the extent (if any) that such obligations constitute Indebtedness, (a) customary indemnification obligations, purchase price or other similar adjustments in connection with acquisitions and dispositions permitted under the Agreement, (b) reimbursement or indemnification obligations owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, (c) obligations in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations, or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case provided in the ordinary course of business, (d) obligations for deferred payment of insurance premiums, (e) take-or-pay obligations contained in supply arrangements; provided, in each case, that such obligation arises in the ordinary course of business and not in connection with the obtaining of financing;

(j) Indebtedness in an aggregate principal amount not in excess of $15,000,000 at any time consisting of promissory notes to current or former officers, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests;

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(k) Indebtedness in an aggregate principal amount not in excess of $15,000,000 at any time consisting of obligations under deferred compensation or other similar arrangements incurred in connection with the Transactions, Permitted Acquisitions or any other Investment expressly permitted hereunder;

(l) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit;

(m) Indebtedness of Seojin in an aggregate principal amount not in excess of KRW25,000,000,000 at any time;

(n) Indebtedness consisting of letters of credit supported by cash collateral which constitutes the proceeds of an Incremental US Loan;

(o) other Indebtedness of the Holdco Group in an aggregate principal amount not in excess of $25,000,000 at any time, of which not more than $15,000,000 shall be secured Indebtedness; and

(p) so long as at the time and after giving effect thereto, the Incurrence Test is met, other Indebtedness of any Loan Party.

Section 6.04. Sale and Lease-Back Transactions. No Group Member will enter into any arrangement, directly or indirectly, with any Person whereby it shall sell or transfer any property, real or personal or mixed, used or useful in its business, whether now owned or hereafter required, and thereafter rent or lease such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred unless (a) the sale of such property is permitted by Section 6.06 and (b) any Capitalized Leases or Liens arising in connection therewith are permitted by Section 6.01 and Section 6.03.

Section 6.05. Investments, Loans and Advances. No Group Member will purchase, hold or acquire any Equity Interests, evidences of indebtedness or other securities of, make or permit to exist any loans or advances or capital contributions to, or make or permit to exist any investment or any other interest in, any other Person (all of the foregoing, “Investments”), except:

(a) (i) Investments by Holdco and the Subsidiaries existing on the Closing Date in the Equity Interests of the Subsidiaries and any modification, replacement, renewal, reinvestment or extension thereof (provided that the amount of the original Investment is not increased except as otherwise permitted by this Section 6.05) and (ii) additional Investments by Holdco and the Subsidiaries in the Equity Interests of the Subsidiaries; provided that (A) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Security Documents (subject to the limitation referred to in Section 5.13(b) in the case of

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any Foreign Subsidiary), (B) the aggregate amount of Investments by Loan Parties in Subsidiaries that are not Subsidiary Guarantors shall not exceed $75,000,000 at any time outstanding and (C) if such Investment shall be in the form of a loan or advance to a Loan Party, such loan or advance shall be unsecured and subordinated to the Obligations pursuant to an Affiliate Subordination Agreement;

(b) Permitted Investments;

(c) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers, licensors, licensees and suppliers, in each case in the ordinary course of business;

(d) loans and advances in the ordinary course of business to employees, officers and directors so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $2,000,000;

(e) the Acquisition and Permitted Acquisitions;

(f) Investments existing on the date hereof and set forth on Schedule 6.05 and any modification, replacement, renewal, reinvestment or extension thereof (provided that the amount of the original Investment is not increased except as otherwise permitted by this Section 6.05);

(g) extensions of trade credit in the ordinary course of business

(h) Investments made as a result of the receipt of non-cash consideration from a sale, transfer or other disposition of any asset in compliance with Section 6.06;

(i) intercompany loans and advances to Holdings to the extent that Holdco may pay dividends to Holdings pursuant to Section 6.07 (and in lieu of paying such dividends); provided that such intercompany loans and advances (i) shall be made for the purposes, and shall be subject to all the applicable limitations set forth in, Section 6.07 and (ii) shall be unsecured and subordinated to the Obligations pursuant to an Affiliate Subordination Agreement;

(j) notes from employees of Holdco and its Subsidiaries in connection with such employees’ acquisition of shares of Holdings common Equity Interests so long as no cash is actually advanced by Holdings or any of its Subsidiaries in connection with any such acquisition;

(k) additional Investments by Holdco and its Subsidiaries, so long as such Investments are made with the proceeds of any substantially contemporaneous issuance of Equity Interests by Holdco or any direct or indirect parent of Holdco to the extent such proceeds shall have actually been received by Holdco;

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(l) the Transactions shall be permitted;

(m) Investments of any Person existing at the time such Person becomes a Subsidiary of Holdco or consolidates or merges with Holdco or any of its Subsidiaries (including, without limitation, in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such merger;

(n) investments in the ordinary course of business consisting of endorsements for collection or deposit; and

(o) in addition to Investments permitted by paragraphs (a) through (n) above, additional Investments by Holdco and the Subsidiaries so long as the aggregate amount invested, loans or advanced pursuant to this paragraph (j) (determined without regard to any write-downs or write-offs of such investments, loans and advances) does not exceed $20,000,000 in the aggregate.

Section 6.06. Disposition of Assets. No Group Member will sell or otherwise dispose of any assets (including, without limitation, the capital stock of any Subsidiary), except for

(a) sales of inventory, fixtures and equipment in the ordinary course of business;

(b) dispositions of surplus, obsolete, negligible or uneconomical assets including plants currently shut down or shut down in the future;

(c) intercompany sales or other intercompany transfers of assets among Group Members all of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $15,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties;

(d) each of Holdco and its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable in connection with the compromise or collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries;

(e) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €25,000,000, or the equivalent of such amount, at any one time outstanding; provided further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g);

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(f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business to other Persons not materially interfering with the conduct of the business of Holdco or any of its Subsidiaries, in each case so long as no such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto;

(g) sales, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k) and (o) of Section 6.05 and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration;

(h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Group Member or its Subsidiaries;

(i) sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i);

(j) Holdco and its Subsidiaries may sell the assets described on Schedule 6.06(j);

(k) sales in arm’s length transactions, at fair market value and for at least 80% cash consideration, in an aggregate amount not to exceed $50,000,000; and

(l) other sales of assets having a fair market value not in excess of $20,000,000 in the aggregate

Section 6.07. Restricted Payments; Restrictive Agreements. (a) No Group Member will declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so; provided, however, that (i) any of Holdco’s Subsidiaries may declare and pay dividends or make other distributions ratably to its equity holders, (ii) beginning on July 1, 2008, so long as no Default shall have occurred and be continuing or would result therefrom, Holdco may, or may make distributions to Holdings so that Holdings may, repurchase its Equity Interests owned by employees, officers, directors or consultants of Holdings, Holdco or the Subsidiaries or make payments to employees, officers, directors or consultants of Holdings, Holdco or

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the Subsidiaries in connection with the exercise of stock options (including for purposes of paying tax withholding applicable to stock option exercises), stock appreciation rights or similar equity incentives or equity based incentives pursuant to management incentive plans or in connection with the death, disability, retirement or termination of such employees in an amount not to exceed $50,000,000 in aggregate (plus the amount of Net Cash Proceeds (x) received by Holdco subsequent to the Closing Date from sales of Equity Interests of Holdco or, to the extent contributed to Holdco, any of Holdco direct or indirect parents, to directors, consultants, officers or employees of Holdco, any of its Subsidiaries or any direct or indirect parent of Holdco in connection with permitted employee compensation and incentive arrangements and (y) of any key-man life insurance policies received by Holdco or its Subsidiaries), (iii) Holdco may make Restricted Payments to Holdings (x) in an amount not to exceed, when taken together with the aggregate amount of all loans or advances made pursuant to Section 6.05(i) for such purposes, $1,000,000 in any fiscal year to the extent necessary to pay general corporate and overhead expenses incurred by Holdings in the ordinary course of business and (y) in an amount necessary to pay Holdings Tax liabilities (in an assumed amount equal to the hypothetical tax liability of the holders of Equity Interests in Holdings, calculated at the maximum combined net Federal, State and local income tax rate applicable to any holder of an Equity Interest in Holdings, in respect of the net taxable income of the Holdco Group); provided that all Restricted Payments made to Holdings pursuant to clause (iii) shall be used by Holdings for the purpose specified herein within 25 days of the receipt thereof, (iv) Holdco may declare and pay dividends or make other distributions with respect to its Equity Interests payable solely in additional shares of its Equity Interests; provided that such additional Equity Interests shall not have any mandatory redemption or similar provisions, (v) Holdings and its Subsidiaries may make non-cash repurchases of Equity Interests deemed to occur upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants, (vi) Holdco and its Subsidiaries may pay dividends or make other distributions on the Closing Date to consummate the Transactions and (vii) any Group Member may make any Restricted Payment if both immediately before and immediately after giving effect thereto, (x) no Default or Event of Default shall have occurred and be continuing and (y) the First Priority Leverage Ratio does not exceed 2.25 to 1.00 on a Pro Forma Basis.

(b) No Group Member will enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Holdco or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (ii) the ability of any Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to Holdco or any other Subsidiary or to Guarantee Indebtedness of Holdco or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (B) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending

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such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (C) the foregoing shall not apply to restrictions and conditions imposed on any Subsidiary that is not a Loan Party by the terms of any Indebtedness of such Subsidiary permitted to be incurred hereunder, (D) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, and (E) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Section 6.08. Transactions With Affiliates. Except for transactions by or among Loan Parties, no Group Member will sell or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except that (a) any Group Member may engage in any of the foregoing transactions with an Affiliate in the ordinary course of business at prices and on terms and conditions not less favorable to either such Group Member than could be obtained on an arm’s-length basis from unrelated third parties, (b) Restricted Payments may be made to the extent provided in Section 6.07, (c) fees, customary indemnities and reimbursements for out-of-pocket costs and expenses incurred by the Sponsor or any of its Affiliates may be paid to the Sponsor or any such Affiliates (directly or through Holdings) in an aggregate amount not to exceed $2,500,000 in any fiscal year (including, without limitation, amounts paid by Sponsor or any such Affiliates to employees, agents, professionals or consultants hired or retained by Sponsor or any such Affiliates (collectively, the “Consultants”), as payment for services rendered by such employees, agents, professionals and consultants for the benefit of a Group Member), in each case in connection with their performance of management, consulting, monitoring, financial advisory or other services with respect to Holdco and the Subsidiaries, provided that (i) no fees may be paid to the Sponsor or any of its Affiliates if at the time a Default exists (though any such unpaid fees may be paid after such Default no longer exists) and (ii) reimbursement of the Sponsor or any such Affiliates for amounts paid to Consultants retained by the Sponsor for the benefit of Holdco shall not count against the $2,500,000 limitation above, (d) Group Members may pay (directly or through Holdings) reasonable fees and out-of-pocket costs to directors of Holdco (or any direct or indirect parent thereof), and compensation and employee benefits to (and indemnities provided for the benefit of) directors, officers or employees of Holdco (or any direct or indirect parent thereof), in each case in the ordinary course of business, (e) Holdco and its Subsidiaries may enter into, and may make payments (directly or through Holdings) under, employment agreements, employee benefits plans, stock option plans, management incentive plans, indemnification provisions, severance arrangements, and other similar compensatory arrangements with officers, employees and directors of Holdco (directly or through Holdings) and its Subsidiaries in the ordinary course of business, (f) periodic allocations of overhead expenses among Holdco and its Subsidiaries may be made, (g) Group Members may make payments pursuant to tax sharing agreements among Holdco

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(and any direct or indirect parent thereof), and its Subsidiaries on customary terms to the extent attributable to the ownership or operation of Holdco and its Subsidiaries, (h) the Transactions shall be permitted, (i) any issuances of securities or other payments (directly or through Holdings), awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options, management investment plans and stock ownership plans approved by Holdco (or its direct or indirect parent company’s) or Holdco’s board of directors shall be permitted, and (j) transactions pursuant to permitted agreements in existence on the Closing Date and listed on Schedule 6.08, or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, shall be permitted.

Section 6.09. Limitations On Hedging Agreements. No Group Member will enter into any Hedging Agreement other than (a) any such agreement or arrangement entered into in the ordinary course of business and consistent with prudent business practice to hedge or mitigate risks to which a Group Member is exposed in the conduct of its business or the management of its liabilities or (b) any such agreement entered into to hedge against fluctuations in interest rates or currency incurred in the ordinary course of business and consistent with prudent business practice (including, without limitation, the Hedging Agreements required pursuant to Section 5.12); provided that in each case such agreements or arrangements shall not have been entered into for speculative purposes.

Section 6.10. Other Indebtedness. No Group Member will permit any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which any Material Indebtedness of Holdco or any of the Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional rights on the holder of such Indebtedness in a manner materially adverse to Holdco, any of the Subsidiaries or the Lenders.

Section 6.11. Capital Expenditures. The aggregate amount of Capital Expenditures (i) for the period from the Closing Date through December 31, 2007 will not exceed $100,000,000 and (ii) for any fiscal year thereafter will not exceed $150,000,000; provided that the amount of permitted Capital Expenditures in respect of any fiscal year commencing with the fiscal year ending on December 31, 2008, shall be increased (but not decreased) by (a) 50% of the amount of unused permitted Capital Expenditures for the immediately preceding fiscal year (such increase not to exceed $15,000,000 for the fiscal year ending December 31, 2008) less (b) an amount equal to unused Capital Expenditures carried forward to such preceding fiscal year.

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Section 6.12. First Priority Leverage Ratio. Beginning on the earlier of (i) the date on which the financial statements of the Holdco Group for the fiscal quarter ended December 31, 2007 are delivered pursuant to Section 5.01(b) and (ii) the date on which such financial statements are required to be delivered, the First Priority Leverage Ratio as of the end of each period set forth below will not be greater than the ratio set forth opposite such period below:

Fiscal Quarter Ended	Ratio
December 31, 2007	4.25:1.00
March 31, 2008	4.25:1.00
June 30, 2008	4.25:1.00
September 30, 2008	4.25:1.00
December 31, 2008	4.25:1.00
March 31, 2009	4.25:1.00
June 30, 2009	4.25:1.00
September 30, 2009	4.25:1.00
December 31, 2009	4.25:1.00
March 31, 2010	4.25:1.00
June 30, 2010	4.25:1.00
September 30, 2010	4.25:1.00
December 31, 2010	4.25:1.00
March 31, 2011	4.25:1.00
June 30, 2011	4.25:1.00
September 30, 2011	4.25:1.00
December 31, 2011	4.25:1.00
March 31, 2012	4.25:1.00
June 30, 2012	4.25:1.00
September 30, 2012	4.25:1.00
December 31, 2012	4.25:1.00
March 31, 2013	4.25:1.00
June 30, 2013	4.25:1.00

Section 6.13. Interest Coverage Ratio. Beginning on the earlier of (i) the date on which the financial statements of the Holdco Group for the fiscal quarter ended December 31, 2007 are delivered pursuant to Section 5.01(b) and (ii) the date on which such financial statements are required to be delivered, the Interest Coverage Ratio as of the end of each period set forth below will not be less than the ratio set forth opposite such period below:

Fiscal Quarter Ended	Ratio
December 31, 2007	1.75:1.00
March 31, 2008	1.75:1.00
June 30, 2008	1.75:1.00
September 30, 2008	1.75:1.00
December 31, 2008	2.00:1.00
March 31, 2009	2.00:1.00
June 30, 2009	2.00:1.00
September 30, 2009	2.00:1.00
December 31, 2009	2.00:1.00
March 31, 2010	2.00:1.00
June 30, 2010	2.00:1.00
September 30, 2010	2.00:1.00
December 31, 2010	2.00:1.00
March 31, 2011	2.00:1.00
June 30, 2011	2.00:1.00
September 30, 2011	2.00:1.00
December 31, 2011	2.00:1.00
March 31, 2012	2.00:1.00
June 30, 2012	2.00:1.00
September 30, 2012	2.00:1.00
December 31, 2012	2.00:1.00
March 31, 2013	2.00:1.00
June 30, 2013	2.00:1.00

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Section 6.14. Fiscal Year. Holdco will not change its fiscal year-end to a date other than December 31 without the prior written consent of the Agent.

ARTICLE 7

EVENTS OF DEFAULT

Section 7.01. Events of Default. In the case of the happening of any of the following events and the continuance thereof beyond the applicable grace period, if any, specified below with respect thereto (each, an “Event of Default”):

(a) any representation or warranty made by any Loan Party in any Loan Document or in connection with the Loan Documents or the credit extensions hereunder or any statement or representation made in any report, financial statement, certificate or other document furnished by any Loan Party to the Agent or any Lender under or in connection with the Loan Documents, shall prove to have been false or misleading in any material respect when made or delivered; or

(b) default shall be made in the payment of any (i) Fees, interest on the Loans or other amounts payable hereunder when due (other than amounts set forth in clause (ii) hereof), and such default shall continue unremedied for more than three (3) Business Days or (ii) principal of the Loans or reimbursement obligations or cash collateralization in respect of Letters of Credit, when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or by acceleration thereof or otherwise; or

(c) default shall be made by any Group Member in the due observance or performance of any covenant, condition or agreement contained in Section 5.02(a) or Article 6 hereof; or

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(d) default shall be made by any Group Member in the due observance or performance of any other covenant, condition or agreement to be observed or performed pursuant to the terms of the Loan Documents and such default shall continue unremedied for more than thirty (30) days after the earlier of (i) the date on which the Agent provides notice thereof to such Group Member and (ii) the first date on which a Financial Officer of any Group Member has knowledge thereof; or

(e) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of Holdings, Holdco or any Subsidiary (other than a Liquidating Subsidiary or a Non-Material Subsidiary), or of a substantial part of the property or assets of Holdings, Holdco or a Subsidiary (other than a Liquidating Subsidiary or a Non-Material Subsidiary), under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Holdings, Holdco or any Subsidiary (other than a Liquidating Subsidiary or a Non-Material Subsidiary) or for a substantial part of the property or assets of Holdings, Holdco or a Subsidiary (other than a Liquidating Subsidiary or a Non-Material Subsidiary) or (iii) the winding-up or liquidation of Holdings, Holdco or any Subsidiary (other than a Liquidating Subsidiary or a Non-Material Subsidiary); and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

(f) Holdings, Holdco or any Subsidiary (other than a Liquidating Subsidiary or a Non-Material Subsidiary) shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in (e) above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Holdings, Holdco or any Subsidiary (other than a Liquidating Subsidiary or a Non-Material Subsidiary) or for a substantial part of the property or assets of Holdings, Holdco or any Subsidiary (other than a Liquidating Subsidiary or a Non-Material Subsidiary), (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors, (vi) become unable, admit in writing its inability or fail generally to pay its debts as they become due or (vii) take any action for the purpose of effecting any of the foregoing;

(g) (i) any Group Member shall (i) fail to pay any principal or interest, regardless of amount, due in respect of any Material Indebtedness, when and as the same shall become due and payable, or (ii) any other event or condition occurs

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that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (ii) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness;

(h) a Change of Control shall occur; or

(i) [reserved]; or

(j) any material provision of any Loan Document shall for any reason, cease to be valid and binding on any Loan Party purportedly bound thereby, or any Loan Party shall so assert in writing; or

(k) any Lien purported to be created under any Security Document shall cease to be, or shall be asserted by any Loan Party not to be, a valid, perfected and, with respect to the Secured Parties, first priority (except as otherwise expressly provided in the Loan Documents) Lien on any material Collateral covered thereby, except to the extent that any such loss of perfection or priority results from the failure of the Agent to maintain possession of certificates representing Equity Interests pledged under the Security Agreement or the failure of the Agent to file a UCC-3 Continuation Statement or, as to Collateral consisting of real property, to the extent such losses are covered by a lenders title insurance policy and such insurer has been not denied coverage; or

(l) any judgment or order in excess of $35,000,000 (exclusive of any judgment or order the amounts of which are fully covered by insurance (less any applicable deductible) and as to which the insurer has acknowledged its responsibility to cover such judgment or order) shall be rendered against any Group Member and shall remain unsatisfied and unstayed for 30 days; or

(m) any non-monetary judgment or order shall be rendered against any Group Member which has or could reasonably be expected to have a Material Adverse Effect; or

(n) any Termination Event described in clauses (iii) or (iv) of the definition of such term shall have occurred and any Lien arising as a result of such Termination Event shall have been perfected or any Person shall have obtained relief from the automatic stay to enforce such Lien or any Insufficiency; or

(o) (i) any Loan Party or any ERISA Affiliate thereof shall have been notified by the sponsor or trustee of a Multiemployer Plan that it has incurred Withdrawal Liability to such Multiemployer Plan, (ii) such Loan Party or such ERISA Affiliate does not have reasonable grounds, in the reasonable opinion of

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the Agent, to contest such Withdrawal Liability and is not in fact contesting such Withdrawal Liability in a timely and appropriate manner, and (iii) the amount of such Withdrawal Liability specified in such notice, when aggregated with all other amounts required to be paid by the Loan Parties and their ERISA Affiliates to Multiemployer Plans in connection with Withdrawal Liabilities (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect; or

(p) any Loan Party or any ERISA Affiliate thereof shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if such reorganization or termination could reasonably be expected to result in a Material Adverse Effect; or

(q) any Loan Party or any ERISA Affiliate shall have committed a failure described in Section 302(f)(1) of ERISA (other than the failure to make any contribution for which a funding waiver has been applied for and not denied), and such failure could reasonably be expected to result in a Material Adverse Effect;

then, and in every such event and at any time thereafter during the continuance of such event, the Agent may, and at the request of the Required Lenders, shall, by notice to the Borrowers, take one or more of the following actions, at the same or different times: (i) terminate forthwith all Commitments then in existence; (ii) declare the Loans or any portion thereof then outstanding to be forthwith due and payable, whereupon the principal of such Loans together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrowers accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Loan Parties, anything contained herein or in any other Loan Document to the contrary notwithstanding; (iii) require the Loan Parties upon demand to forthwith deposit in the Letter of Credit Account cash in an amount which, together with any amounts then held in the Letter of Credit Account, is equal to the sum of 105% of the then LC Exposure (and to the extent the Loan Parties shall fail to furnish such funds as demanded by the Agent, the Agent shall be authorized to debit the accounts of the Loan Parties maintained with the Agent in such amount after the giving of the notice referred to above); (iv) set-off amounts in the Letter of Credit Account or any other accounts maintained with the Agent and apply such amounts to the obligations of the Loan Parties hereunder and in the other Loan Documents; and (v) exercise any and all remedies under the Loan Documents and under applicable law available to the Agent and the Lenders. Any payment received as a result of the exercise of remedies hereunder shall be applied in accordance with Section 2.18(b).

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ARTICLE 8

THE AGENT

Section 8.01. Administration by Agent. Each of the Lenders and the Issuing Lender hereby irrevocably appoints the Agent as its agent and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto.

Section 8.02. Rights of Agent. The institution serving as the Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Agent hereunder.

Section 8.03. Liability of Agent.

(a) The Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (i) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (ii) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.09), and (iii) except as expressly set forth herein, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Holdings or any of its Subsidiaries that is communicated to or obtained by the bank serving as Agent or any of its Affiliates in any capacity. The Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.09) or in the absence of its own gross negligence or willful misconduct. The Agent shall be deemed not to have knowledge of any Default unless and until notice thereof is given to the Agent by the Borrower or a Lender, and the Agent shall not be responsible for or have any duty to ascertain or inquire into (A) any statement, warranty or representation made in or in connection with this Agreement, (B) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (C) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (D) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (E) the satisfaction of any condition set forth in Article 4 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Agent.

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(b) The Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Agent may consult with legal counsel (who may be counsel for a Loan Party), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

(c) The Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Agent. The Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Agent.

Section 8.04. Reimbursement and Indemnification. Each Lender agrees (i) to reimburse the Agent for such Lender’s pro rata share (calculated on the basis of such Lender’s share of sum of the outstanding Loans and Deposit Exposure at the time) of any expenses and fees incurred by it under this Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the operations or enforcement thereof, not reimbursed by the Borrowers or the Guarantors and (ii) to indemnify and hold harmless the Agent and any of its directors, officers, employees, agents or Affiliates, on demand, in the amount of its proportionate share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of any of the Loan Documents or any action taken or omitted by it or any of them under any of the Loan Documents to the extent not reimbursed by the Borrowers or the Guarantors (except such as shall result from their respective gross negligence or willful misconduct).

Section 8.05. Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided in this paragraph, the Agent may resign at any time by notifying the Lenders, the Issuing Lender and the Borrowers. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrowers, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and the Issuing Lender,

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appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation hereunder, the provisions of this Article and Section 10.05 shall continue in effect for the benefit of such retiring Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Agent.

Section 8.06. Independent Lenders. Each Lender acknowledges that it has, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder.

Section 8.07. Advances and Payments.

(a) On the date of each Loan, the Agent shall be authorized (but not obligated) to advance, for the account of each applicable Lender, the amount of the Loan to be made by it in accordance with its Commitment hereunder. Should the Agent do so, each of the Lenders agrees forthwith to reimburse the Agent in immediately available funds for the amount so advanced on its behalf by the Agent, together with interest at the Federal Funds Effective Rate if not so reimbursed on the date due from and including such date but not including the date of reimbursement.

(b) Any amounts received by the Agent in connection with this Agreement (other than amounts to which the Agent is entitled pursuant to Sections 2.20, 8.04 and 10.05), the application of which is not otherwise provided for in this Agreement shall be applied (i) first, towards payment of fees and expenses then due under Sections 2.20 and 10.05, ratably among the parties entitled thereto in accordance with the amounts of fees and expenses then due to such parties, (ii) second, towards payment of interest then due on account of the Loans of each Class and Letter of Credit Fees then due on account of the Letters of Credit, ratably among the parties entitled thereto in accordance with the amounts of interest on each Class of Loans and Letter of Credit Fees then due to such parties and (iii) third, towards payment of principal of the Loans of each Class and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal of the Loans

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of each Class and unreimbursed LC Disbursements then due to such parties. All amounts to be paid to a Lender by the Agent shall be credited to that Lender, after collection by the Agent, in immediately available funds either by wire transfer or deposit in that Lender’s correspondent account with the Agent, as such Lender and the Agent shall from time to time agree.

Section 8.08. Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against a Borrower or a Guarantor, including, but not limited to, a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender under any applicable bankruptcy, insolvency or other similar law, or otherwise, obtain payment in respect of its Loans or unreimbursed drafts drawn under Letters of Credit as a result of which the unpaid portion of its Loans or unreimbursed drafts drawn under Letters of Credit is proportionately less than the unpaid portion of the Loans or unreimbursed drafts drawn under Letters of Credit of any other Lender (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lender a participation in the Loans or unreimbursed drafts drawn under Letters of Credit of such other Lender, so that the aggregate unpaid principal amount of each Lender’s Loans and unreimbursed drafts drawn under Letters of Credit and its participation in Loans and unreimbursed drafts drawn under Letters of Credit of the other Lenders shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and unreimbursed drafts drawn under Letters of Credit as the principal amount of its Loans and unreimbursed drafts drawn under Letters of Credit prior to the obtaining of such payment was to the principal amount of all Loans outstanding and unreimbursed drafts drawn under Letters of Credit prior to the obtaining of such payment and (b) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders share such payment pro-rata, provided, that if any such non-pro-rata payment is thereafter recovered or otherwise set aside such purchase of participations shall be rescinded (without interest). Each Loan Party expressly consents to the foregoing arrangements and agrees that any Lender holding (or deemed to be holding) a participation in a Loan or unreimbursed drafts drawn under a Letter of Credit may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by such Loan Party to such Lender as fully as if such Lender was the original obligee thereon, in the amount of such participation.

Section 8.09. Joint And Several Creditor.

(a) Each party hereto agrees that the Agent will be the joint and several creditor (acreedor solidario), together with each of the relevant Secured Parties, with respect to the Secured Obligations of each European Loan Party towards each relevant Secured Party under this Agreement, in accordance with the terms and conditions further set out in the Foreign Subsidiary Guarantee.

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(b) Without limiting or affecting the Agent’s rights against any European Loan Party (under the preceding paragraph or any other provision of any Loan Document), the Agent agrees with each of the other Secured Parties that it shall not exercise its rights as joint and several creditor with a Secured Party without the consent of such Secured Party. Nothing in the preceding sentence (i) shall limit in any manner or to any extent the Agent’s right in any capacity to take any action to protect or preserve any of its rights under any Security Document or to enforce any security interest created thereby, as stipulated in this Agreement and/or the relevant Security Document (or to perform any other act in that context) or (ii) shall create any additional rights for any of the Loan Parties, it being understood that (a) the provisions of this Section 8.09 relate solely to the relationship among the Agent and the other Secured Parties and (b) no Loan Party is an intended third party beneficiary of anything contained in this Section 8.09.

ARTICLE 9

GUARANTY

Section 9.01. Guaranty.

(a) Each of the US Loan Parties other than the US Borrower unconditionally and irrevocably guarantees the due and punctual payment by the US Borrower of the Secured Obligations, and each of the US Loan Parties unconditionally and irrevocably guarantees the due and punctual payment by the European Borrower of the Secured Obligations. Each of the US Loan Parties further agrees that the Secured Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and it will remain bound upon this guaranty notwithstanding any extension or renewal of any of the Secured Obligations. The Obligations of the US Loan Parties shall be joint and several.

(b) Each of the US Loan Parties waives presentation to, demand for payment from and protest to the Borrowers or any other US Loan Party, and also waives notice of protest for nonpayment. The Obligations of the US Loan Parties hereunder shall not be affected by (i) the failure of the Agent or a Lender to assert any claim or demand or to enforce any right or remedy against any Borrower or any other Loan Party under the provisions of this Agreement or any other Loan Document or otherwise; (ii) any extension or renewal of any provision hereof or thereof; (iii) any rescission, waiver, compromise, acceleration, amendment or modification of any of the terms or provisions of any of the Loan Documents; (iv) the release, exchange, waiver, foreclosure, invalidity or nonperfection of any security held by the Agent for the Secured Obligations or any of them; (v) the failure of the Agent or a Lender to exercise any right or remedy against any other Loan Party; or (vi) the release or substitution of any Loan Party or any other Person under any Loan Document.

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(c) Each of the US Loan Parties further agrees that this guaranty constitutes a guaranty of payment when due and not just of collection, and waives any right to require that any resort be had by the Agent or a Lender to any security held for payment of the Secured Obligations or to any balance of any deposit, account or credit on the books of the Agent or a Lender in favor of the any Borrower or any other Loan Party, or to any other Person.

(d) Each of the US Loan Parties hereby waives any defense that it might have based on a failure to remain informed of the financial condition of the Borrowers and of any other Loan Party and any circumstances affecting the ability of the Borrowers or any other Loan Party to perform under this Agreement.

(e) Each US Loan Party’s guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Secured Obligations or any other instrument evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, or extent of any collateral therefor or by any other circumstance relating to the Secured Obligations which might otherwise constitute a defense to this Guaranty. Neither of the Agent, nor any of the Lenders makes any representation or warranty in respect to any such circumstances or shall have any duty or responsibility whatsoever to any US Loan Party in respect of the management and maintenance of the Secured Obligations.

Section 9.02. No Impairment of Guaranty. The obligations of the US Loan Parties hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Secured Obligations. Without limiting the generality of the foregoing, the obligations of the US Loan Parties hereunder shall not be discharged or impaired or otherwise affected by the failure of the Agent or a Lender to assert any claim or demand or to enforce any remedy under this Agreement or any other agreement, by any waiver or modification of any provision thereof, by any default, failure or delay, willful or otherwise, in the performance of the Secured Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the US Loan Parties or would otherwise operate as a discharge of the US Loan Parties as a matter of law, unless and until the Secured Obligations are paid in full.

Section 9.03. Subrogation. Upon payment by any US Loan Party of any sums to the Agent or a Lender hereunder, all rights of such US Loan Party against the Borrowers arising as a result thereof by way of right of subrogation or otherwise, shall in all respects be subordinate and junior in right of payment to the prior final and indefeasible payment in full of all the Secured Obligations. If any amount shall be paid to such US Loan Party for the account of a Borrower, such amount shall be held in trust for the benefit of the Agent and the Lenders and shall forthwith be paid to the Agent and the Lenders to be credited and applied to the Secured Obligations, whether matured or unmatured.

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ARTICLE 10

MISCELLANEOUS

Section 10.01. Notices. (a) Except in the case of notices, requests and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices, requests and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

(i) if to a Loan Party:

c/o Tower Automotive, LLC
299 Park Avenue
New York, NY 10171
Facsimile:	(212) 891-1541
Attention:	Dev B. Kapadia, Managing Director
	Seth Gardner, Managing Director

and

c/o Tower Automotive Holdings USA, LLC
27275 Haggerty Road, Suite 680
Novi, MI 48377
Attention:	James Mallak, Chief Financial Officer
Facsimile:	(248) 675-6335
Attention:	Dennis C. Pike, Vice President
Facsimile:	(248) 675-6045

with a copy to (which shall not constitute notice):

Lowenstein Sandler PC
1251 Avenue of the Americas
New York, NY 10020
Facsimile:	(973) 597-2425
Attention:	Robert G. Minion, Esq.
	Lowell A. Citron, Esq.

(ii) if to the Agent, to JPMorgan Chase Bank, N.A., Loan and Agency Services Group, 1111 Fannin, 10th Floor, Houston, Texas 77002, Attention of: Denise M. Ramon, (Telecopy No.: (713) 750-2938) with copies to (a) JPMorgan Chase Bank, N.A., 270 Park Avenue, New York 10017, Attention of: Richard Duker, (Telecopy No.: (212) 270-5127) and (b) JPMorgan Europe Ltd., 125 London Wall, Fl 9, London, UK EC2Y 5AJ, Attention of: James Beard, (Telecopy No.: (44-207) 777-2360).

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(iii) if to the Issuing Lender, to it at the address most recently specified by it in notice delivered by it to the Agent and the Borrower, with a copy to the Agent as provided in clause (ii) above; and

(iv) if to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.

(b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Agent; provided, that the foregoing shall not apply to notices pursuant to Article 2 unless otherwise agreed by the Agent and the applicable Lender. The Agent or a Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided, that approval of such procedures may be limited to particular notices or communications.

(c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

Section 10.02. Survival of Agreement, Representations and Warranties, Etc. All warranties, representations and covenants made by any Loan Party herein or in any certificate or other instrument delivered by it or on its behalf in connection with this Agreement shall be considered to have been relied upon by the Lenders and shall survive the making of the Loans herein contemplated regardless of any investigation made by any Lender or on its behalf and shall continue in full force and effect so long as any amount due or to become due hereunder is outstanding and unpaid and so long as the Commitments have not been terminated. All statements in any such certificate or other instrument shall constitute representations and warranties by the Loan Party hereunder with respect to the Borrower.

Section 10.03. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Lender that issues any Letter of Credit), except that (i) no Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender of the affected Class (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the

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parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Lender that issues any Letter of Credit), Participants (to the extent provided in paragraph (e) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Agent, the Issuing Lender and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment of any Class, the Loans of any Class at the time owing to it and its Deposit (if any)) with (A) the prior written consent (such consent not to be unreasonably withheld) of the Agent, provided that no consent shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund and (B) notice to the Borrower(s).

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Agent) shall not be less than $1,000,000 unless the Agent otherwise consents; provided that the Agent shall not consent to any assignment of Euro Commitments or Euro Loans if the aggregate amount of the Euro Commitments and Euro Loans to be assigned pursuant to such assignment is less than €50,000; provided further, that the immediately preceding provision shall not be applicable to the Agent if the proposed assignee represents to the reasonable satisfaction of the Agent that it is a Professional Market Participant (as defined in the Dutch Financial Supervision Act (Wet financieel toezicht));

(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;

(C) the parties to each assignment shall execute and deliver to the Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500;

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(D) the assignee, if it was not a Lender immediately prior to such assignment, shall deliver to the Agent an Administrative Questionnaire in which the assignee designates one or more individuals (each such individual, a “Credit Contact”) to whom all syndicate-level information (which may contain material non-public information about the Borrowers and their affiliates or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws; and

(E) in connection with each assignment of Deposit Exposure, the Deposit of the assignor Lender shall not be released, but shall instead be purchased by the relevant assignee and continue to be held for application (to the extent not already applied) in accordance with Article 2 to satisfy such assignee’s obligations in respect of LC Exposure. Each Deposit Lender agrees that immediately prior to each assignment (i) the Agent shall establish a new Deposit Sub-Account in the name of the assignee, (ii) a corresponding portion of the Deposit credited to the Deposit Sub-Account of the assignor Lender shall be purchased by the assignee and shall be transferred from the assignor’s Deposit Sub-Account to the assignee’s Deposit Sub-Account and (iii) if after giving effect to such assignment the Deposit Commitment of the assignor Lender shall be zero, the Agent shall close the Deposit Sub-Account of such assignor Lender.

For the purposes of this Section 10.03(b), the term “Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Acceptance the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 10.05). Any assignment or transfer by a Lender of

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rights or obligations under this Agreement that does not comply with this Section 10.03 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (e) of this Section.

(iv) The Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrowers, the Agent, the Issuing Lender and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers, the Issuing Lender and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(c) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Agent shall accept such Assignment and Acceptance and record the information contained therein in the Register; provided, that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.02(e) or (f), 2.04(b), 2.18(d) or 10.05(c), the Agent shall have no obligation to accept such Assignment and Acceptance and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(d) In the event of an assignment of all or part of a Lender’s rights and obligations, such Lender expressly reserves, the rights, powers, privileges and actions that it enjoys under the French security interests in favor of its successors, in accordance with the provisions of articles 1278 and following of the French Civil Code.

(e) (i) Any Lender may, without the consent of the Borrower, the Agent or the Issuing Lender, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment of any Class and the Loans of any Class owing to it); provided, that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such

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obligations and (C) the Borrower, the Agent, the Issuing Lender and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided, that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 10.09(a) that affects such Participant. Subject to paragraph (e)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16, and 2.17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.08 as though it were a Lender, provided such Participant agrees to be subject to such Section 8.08 as though it were a Lender.

(ii) A Participant shall not be entitled to receive any greater payment under Section 2.15 and 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.17 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.17(e) as though it were a Lender.

(f) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided, that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(g) Any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 10.03, disclose to the assignee or participant or proposed assignee or participant, any information relating to a Loan Party furnished to such Lender by or on behalf of a Loan Party; provided, that prior to any such disclosure, each such assignee or participant or proposed assignee or participant shall agree in writing to be bound by the provisions of Section 10.04 or provisions no less restrictive than those contained in Section 10.04.

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(h) The Borrowers hereby agree, to the extent set forth in the Commitment Letter, to actively assist and cooperate with the Agent in connection with the primary syndication of the Commitments.

Section 10.04. Confidentiality. Each of the Agent (which term for purposes of this Section 10.04 shall include the Arrangers and the Syndication Agent), the Issuing Lender and the Lenders agrees to keep any information delivered or made available by any Loan Party to it confidential from anyone other than persons employed or retained by them who are or are expected to become engaged in evaluating, approving, structuring or administering the Loans; provided, that nothing herein shall prevent any of the foregoing parties from disclosing such information (i) to any of their employees, partners, officers, directors, agents, legal counsel, independent auditors, advisors or Affiliates (or to any of such Affiliates’ employees, partners, officers, directors, agents, legal counsel, independent auditors or advisors) or to any other Lender, provided such Person agrees to keep such information confidential to the same extent required hereunder, (ii) to any direct or indirect contractual counterparties (or the professional advisors thereto) to any swap or derivative transaction relating to the Borrower and its obligations hereunder, provided such Person agrees to keep such information confidential to the same extent required hereunder, (iii) to any rating agency when required by it, provided such Person agrees to keep such information confidential to the same extent required hereunder, (iv) upon the order of any court or administrative agency, (v) upon the request or demand of any regulatory or self-regulatory agency or authority, (vi) which has been publicly disclosed other than as a result of a disclosure by any of the foregoing parties which is not permitted by this Agreement, (vii) in connection with any litigation to which the Arrangers, the Agent, the Syndication Agent, the Issuing Lender, any Lender, or their respective Affiliates may be a party to the extent reasonably required, (viii) to the extent reasonably required in connection with the exercise of any remedy hereunder, and (ix) to any actual or proposed participant or assignee of all or part of its rights hereunder subject to the proviso in Section 10.03(g). The Agent, the Issuing Lender and each Lender shall use reasonable efforts to notify the Borrowers prior to making any disclosure under clauses (iv) and (vii) of this Section 10.04, unless prohibited by law, regulation or order of any court or administrative agency. In addition, the Arrangers, the Agent and each Lender may disclose the existence of this Agreement and the information about this Agreement to market data collectors, similar services providers to the lending industry, and service providers to the Arrangers, the Agent and the Lenders in connection with the administration and management of this Agreement and the other Loan Documents.

EACH LENDER ACKNOWLEDGES THAT INFORMATION FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWERS AND THEIR AFFILIATES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL

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NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWERS OR THE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWERS AND THEIR AFFILIATES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWERS AND THE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

Section 10.05. Expenses; Indemnity; Damage Waiver. (a) (i) The Borrowers shall pay or reimburse: (x) all reasonable fees and reasonable out of pocket expenses of the Arrangers, the Agent and the Syndication Agent (including the reasonable fees, disbursements and other charges of Davis Polk & Wardwell (“DPW”), special counsel to the Arrangers, and any other counsel retained by DPW or the Arrangers) associated with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents and any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated); and (y) all reasonable fees and reasonable out of pocket expenses of the Agent and the Arrangers (including the reasonable fees, disbursements and other charges of DPW, special counsel to the Arrangers, and any other counsel retained by DPW or the Arrangers) and the Lenders in connection with the enforcement of the Loan Documents.

(ii) The Borrowers shall pay or reimburse (x) all reasonable fees and reasonable expenses of the Agent and the Arrangers and their internal and third-party auditors, appraisers and consultants incurred in connection with the (i) initial and ongoing appraisals and collateral field examinations, (ii) monthly and other monitoring of assets and (iii) other miscellaneous disbursements; and (y) all reasonable fees and reasonable expenses of the Issuing Lenders in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand or any payment thereunder.

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All payments or reimbursements pursuant to the foregoing clauses (a)(i) and (ii) shall be payable promptly upon written demand together with back-up documentation supplying such reimbursement request.

(b) The Borrowers shall indemnify the Agent, the Arrangers, the Syndication Agent, the Issuing Lenders and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of the Loan Documents or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Holdco Group, or any Environmental Liability related in any way to the Holdco Group, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee.

(c) To the extent that the Borrowers fail to pay any amount required to be paid by it to the Agent, the Arrangers, the Syndication Agent, the Issuing Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Agent , the Arrangers, the Syndication Agent or the Issuing Lender, as the case may be, its pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Agent, the Arrangers, the Syndication Agent or the Issuing Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the outstanding Loans at the time.

(d) To the extent permitted by applicable law, the Borrowers shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.

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(e) Each Loan Party will, promptly on request of any Lender incorporated in the Republic of Poland, indemnify such Lender for any amounts it is required to pay to the Bank Guarantee Fund as a result of entering into any Loan Document or funding or performing its obligations under any Loan Document. A Lender intending to make a claim under this Section 10.05(e) must, within 30 days of the date on which the relevant payment to the Bank Guarantee Fund is made, notify the Loan Parties of the circumstances giving rise to, and the amount of, the claim. For purposes of this Section 10.05(e), “Bank Guarantee Fund” has the meaning given to it in the Polish Act on the Bank Guarantee Fund dated 14 December 1994 (unified text in the Journal of Laws of 2007, No. 70, item 474).

Section 10.06. Choice of Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL (UNLESS OTHERWISE SPECIFIED THEREIN) IN ALL RESPECTS BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

Section 10.07. No Waiver. No failure on the part of the Agent, the Arrangers, the Issuing Lender or any of the Lenders to exercise, and no delay in exercising, any right, power or remedy hereunder or any of the other Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law.

Section 10.08. Extension of Maturity. Should any payment of principal of or interest or any other amount due hereunder become due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day and, in the case of principal, interest shall be payable thereon at the rate herein specified during such extension.

Section 10.09. Amendments, Etc.

(a) No modification, amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Borrower or any Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders (or by the Agent with the signed written consent of the Required Lenders); provided, however, that no such modification or amendment shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan or L/C Disbursement, without the prior written consent of each Lender directly affected thereby, (ii) increase or extend the Commitment of or decrease or extend the date for payment of any Fees to any Lender without the prior written consent of such Lender, (iii) amend or modify

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the pro rata requirements of Section 2.18, the provisions of Section 10.03(a)(i), the provisions of this Section or the definition of the term “Required Lenders” without the prior written consent of each Lender, (iv) release all or substantially all of the Liens granted to the Agent hereunder or under any other Loan Document, or release all or substantially all of the Guarantors without the prior written consent of each Lender or (v) change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of payments due to Lenders holding Loans or Commitments of one Class differently from the rights of Lenders holding Loans or Commitments of any other Class without the prior written consent of Lenders holding a majority in interest of the outstanding Loans and Commitments of each adversely affected Class; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Agent or the Issuing Lender hereunder or under any other Loan Document without the prior written consent of the Agent or the Issuing Lender, as applicable. No notice to or demand on any Loan Party shall entitle any Loan Party to any other or further notice or demand in the same, similar or other circumstances. Each assignee under Section 10.03(b) shall be bound by any amendment, modification, waiver, or consent authorized as provided herein, and any consent by a Lender shall bind any Person subsequently acquiring an interest on the Loans held by such Lender. No amendment to this Agreement shall be effective against any Loan Party unless (i) in the case of an amendment to this Agreement other than to Article 9 hereof, such amendment is signed by the Borrowers and (ii) in the case of an amendment to Article 9 of this Agreement, such amendment is signed by such Loan Party.

(b) Notwithstanding anything to the contrary contained in Section 10.09(a), in the event that the Borrower requests that this Agreement be modified or amended in a manner which would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Super-majority Lenders (as hereinafter defined), then with the consent of the Borrower and the Super-majority Lenders, the Borrower and the Super-majority Lenders shall be permitted to amend the Agreement without the consent of the Lender or Lenders which did not agree to the modification or amendment requested by the Borrower (such Lender or Lenders, collectively the “Minority Lenders”) to provide for (w) the termination of the Commitment(s) of each of the Minority Lenders, (x) the addition to this Agreement of one or more other financial institutions (each of which shall be an Eligible Assignee), or an increase in the Commitment(s) of one or more of the Super-majority Lenders, so that the total amount of the Commitments, after giving effect to such amendment shall be in the same amount as the Commitments immediately before giving effect to such amendment, (y) if any Loans are outstanding at the time of such amendment, the making of such additional Loans by such new financial institutions or Super-majority Lender or Lenders, as the case may be, as may be necessary to repay in full the outstanding Loans of the Minority Lenders immediately before giving effect to such amendment and (z) such other modifications to this Agreement as may be appropriate. As used herein, the term “Super-majority Lenders” shall mean, at any time, Lenders having Loans, LC Exposure and unused Commitments representing at least 66-2/3% of the sum of all Loans outstanding, LC Exposure and unused Commitments at such time.

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(c) The Agent, the Issuing Lender and the Lenders agree that a Subsidiary Guarantor shall be released from its guarantee of the Secured Obligations pursuant to Article 9 hereof (and shall cease to be a Subsidiary Guarantor) upon consummation of any transaction permitted under this Agreement that results in it ceasing to be a direct or indirect Domestic Subsidiary of the US Borrower (it being understood that the release of any Subsidiary Guarantor that is a Foreign Subsidiary from its obligations pursuant to a Foreign Subsidiary Guarantee shall be governed exclusively by the provisions of such Foreign Subsidiary Guarantee). The Agent, the Issuing Lender and the Lenders also agree that the Liens granted to the Agent on any Collateral pursuant to the Security Documents shall be automatically released (i) to the extent the property constituting such Collateral is owned by any Subsidiary Guarantor, upon the release of such Subsidiary Guarantor from its guarantee of the Secured Obligations in accordance with the preceding sentence, (ii) upon the sale or other disposition of such Collateral to any Person that is not (and is not required to be) a Loan Party, to the extent such sale or other disposition is made in compliance with the terms of this Agreement (and the Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry) and (iii) as is in the judgment of the Agent required to effect any sale or other disposition of Collateral in connection with any exercise of remedies of the Agent pursuant to the Security Documents. The Lenders hereby authorize the Agent to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Subsidiary Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender.

Section 10.10. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

Section 10.11. Headings. Section headings used herein are for convenience only and are not to affect the construction of or be taken into consideration in interpreting this Agreement.

Section 10.12. Survival. All covenants, agreements, representations and warranties made by the Borrowers herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any

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such other party or on its behalf and notwithstanding that the Agent, the Issuing Lender or any Lender may have had notice or knowledge of any Event of Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.14, 2.15, 2.16 and 10.05 and Article 8 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.

Section 10.13. Execution in Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single agreement. This Agreement and any separate letter agreements with respect to fees payable to the Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Agent and when the Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 10.14. Prior Agreements. This Agreement represents the entire agreement of the parties with regard to the subject matter hereof and the terms of any letters and other documentation entered into between any Loan Party and any Lender or the Agent prior to the execution of this Agreement which relate to Loans to be made hereunder shall be replaced by the terms of this Agreement (except as otherwise expressly provided in the Commitment Letter and the fee letter referred to therein).

Section 10.15. Further Assurances. Whenever and so often as reasonably requested by the Agent, the Loan Parties will promptly execute and deliver or cause to be executed and delivered all such other and further instruments, documents or assurances, and promptly do or cause to be done all such other and further things as may be necessary and reasonably required in order to further and more fully vest in the Agent all rights, interests, powers, benefits, privileges and advantages conferred or intended to be conferred by this Agreement and the other Loan Documents.

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Section 10.16. Patriot Act. Each Lender that is subject to the requirements of the Patriot Act hereby notifies the Borrowers that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Borrower and other information that will allow such Lender to identify each Loan Party in accordance with the Patriot Act.

Section 10.17. Jurisdiction; Consent To Service Of Process.

(a) Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each party hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.

(b) Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or, except to the extent expressly provided therein, any other Loan Document in any court referred to in paragraph (a) of this Section 10.17. Each party hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c) Each party hereto hereby irrevocably consents to service of process in the manner provided for notices in Section 10.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by law.

Section 10.18. Waiver of Jury Trial. EACH OF THE US BORROWER, THE EURO BORROWER, THE GUARANTORS, THE AGENT AND EACH LENDER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.

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Section 10.19. Intercreditor Agreement. Reference is made to the Intercreditor Agreement. Each Lender hereunder (a) acknowledges that it has received a copy of the Intercreditor Agreement, (b) consents to the subordination of Liens and the priorities in respect of the application of proceeds arising from any enforcement action with respect to the Collateral provided for in the Intercreditor Agreement, (c) agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement and (d) authorizes and instructs the Agent to enter into the Intercreditor Agreement as Representative and on behalf of such Lender. The foregoing provisions are intended as an inducement to the Lenders and to the lenders under the Other Loan Documents to extend credit to the Borrowers and to permit the incurrence of Indebtedness under this Agreement and the Other Loan Documents, and such lenders are intended third party beneficiaries of such provisions.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and the year first written.

Borrowers:
	TOWER AUTOMOTIVE HOLDINGS USA, LLC, as US Borrower
	By:	/s/ Dev. B. Kapadia
		Name: Dev B. Kapadia
		Title: President
	TOWER AUTOMOTIVE HOLDINGS EUROPE B.V., as European Borrower
	By:	/s/ J.C.A. Van Beek
		Name: J.C.A. Van Beek
		Title: Managing Director
	By:	/s/ B.S. Hummel
		Name: B.S. Hummel
		Title: Managing Director

Other US Loan Parties:
	TOWER AUTOMOTIVE, LLC
	By:	/s/ Dev. B. Kapadia
		Name: Dev B. Kapadia
		Title: President
	TOWER AUTOMOTIVE HOLDINGS I, LLC
	By:	/s/ Dev. B. Kapadia
		Name: Dev B. Kapadia
		Title: President
	TOWER AUTOMOTIVE HOLDINGS USA, LLC
	By:	/s/ Dev. B. Kapadia
		Name: Dev B. Kapadia
		Title: President
	TOWER AUTOMOTIVE HOLDINGS II(a), LLC
	By:	/s/ Dev. B. Kapadia
		Name: Dev B. Kapadia
		Title: President
	TOWER AUTOMOTIVE HOLDINGS II(b), LLC
	By:	/s/ Dev. B. Kapadia
		Name: Dev B. Kapadia
		Title: President

Other US Loan Parties:
	TOWER AUTOMOTIVE OPERATIONS USA I, LLC
	By:	/s/ Dev. B. Kapadia
		Name: Dev B. Kapadia
		Title: President
	TOWER AUTOMOTIVE OPERATIONS USA II, LLC
	By:	/s/ Dev. B. Kapadia
		Name: Dev B. Kapadia
		Title: President
	TOWER AUTOMOTIVE OPERATIONS USA III, LLC
	By:	/s/ Dev. B. Kapadia
		Name: Dev B. Kapadia
		Title: President

EX-10.5

Exhibit 10.5

EXECUTION COPY

AMENDMENT NO. 1 TO FIRST LIEN TERM LOAN AND GUARANTY

AGREEMENT

AMENDMENT NO. 1 (this “Amendment”) dated as of December 24, 2007 to the First Lien Term Loan and Guaranty Agreement dated as of July 31, 2007 (the “Loan Agreement”) among Tower Automotive Holdings USA, LLC, Tower Automotive Holdings Europe B.V., the Guarantors from time to time party thereto, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (the “Agent”).

WHEREAS, on December 20, 2007 the Holdco Group received Net Cash Proceeds from a Metalsa Asset Sale in the amount of $150,000,000 (the “Metalsa Proceeds”); and

WHEREAS, the Borrowers are required to apply $75,000,000 of the Metalsa Proceeds to make a mandatory prepayment of Loans; and

WHEREAS, the parties hereto have agreed to change the amount of the Metalsa Proceeds that are required to be applied to such mandatory prepayment of Loans, and to make certain other amendments to the Loan Agreement and to the Second Lien Term Loan Agreement;

NOW THEREFORE, the parties hereto agree as follows:

Section 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Loan Agreement has the meaning assigned to such term in the Loan Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Loan Agreement shall, after this Amendment becomes effective, refer to the Loan Agreement as amended hereby.

Section 2. Amendments. The Loan Agreement is hereby amended as follows:

(a) Section 2.12(f) is amended by adding the following sentence as the new last sentence of such section:

“Notwithstanding the foregoing, the Borrowers shall be required to apply the Net Cash Proceeds that were received by the Holdco Group on December 20, 2007 in respect of a Metalsa Asset Sale as follows: (i) $12,900,000 of such Net Cash Proceeds shall be applied to the prepayment of Loans pursuant to this Section 2.12(f) (it being understood that the provisions of Section 2.12(h) shall apply to such prepayment) and (ii) $62,100,000 of such Net Cash Proceeds shall be applied to the prepayment of Second Lien Term Loans in accordance with Section 2.12 of the Second Lien Term Loan Agreement.”

(b) The definition of “Applicable ABR Margin” in Section 1.01 of the Loan Agreement is amended to read in its entirety as follows:

“Applicable ABR Margin” shall mean 3.25% per annum.”

(c) The definition of “Applicable Euro Margin” in Section 1.01 of the Loan Agreement is amended to read in its entirety as follows:

“Applicable Euro Margin” shall mean 4.25% per annum.

(d) The definition of “Applicable Eurodollar Margin” in Section 1.01 of the Loan Agreement is amended to read in its entirety as follows:

“Applicable Eurodollar Margin” shall mean 4.25% per annum.”

(e) The definition of “Applicable LC Fee” in Section 1.01 of the Loan Agreement is amended to read in its entirety as follows:

“Applicable LC Fee” shall mean at any time 4.25% per annum or, if a Payment Default Event shall have occurred and be continuing at such time, 6.25% per annum.

Section 3. Representations of Borrowers. The Borrowers represent and warrant that (i) the representations and warranties of the Loan Parties set forth in Article 3 of the Loan Agreement will be true on and as of the Amendment Effective Date (as defined below) and (ii) no Default will have occurred and be continuing on such date.

Section 4. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

Section 5. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

Section 6. Effectiveness. This Amendment shall become effective on the date (the “Amendment Effective Date”) on which when the following conditions have been met:

(a) The Agent shall have received from the Borrowers and the Required Lenders a counterpart hereof signed by such party or facsimile or other written confirmation (in form satisfactory to the Agent) that such party has signed a counterpart hereof; and

(b) Waiver and Amendment No. 1 to the Second Lien Term Loan Agreement, in the form attached hereto as Exhibit A, shall have become effective (or shall become effective substantially simultaneously with the effectiveness of this Amendment).

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[signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

BORROWERS:
TOWER AUTOMOTIVE HOLDINGS USA, LLC
By:	/s/ Mark Malcolm
	Name:	Mark Malcolm
	Title:	President
TOWER AUTOMOTIVE HOLDINGS EUROPE, B.V.
By:	/s/ Mark Malcolm
	Name:	Mark Malcolm
	Title:	Managing Director
LENDERS:
JPMORGAN CHASE BANK, N.A.
By:	/s/ Richard W. Duker
	Name:	Richard W. Duker
	Title:	Managing Director
GOLDMAN SACHS CREDIT PARTNERS L.P.
By:	/s/ Douglas Tansey
	Name:	Douglas Tansey
	Title:	Authorized Signatory

EX-10.6

Exhibit 10.6

EXECUTION COPY

AMENDMENT NO. 2 TO FIRST LIEN TERM LOAN AND GUARANTY AGREEMENT

AMENDMENT NO. 2 (this “Amendment”) dated as of May 5, 2008 to the First Lien Term Loan and Guaranty Agreement dated as of July 31, 2007 (as heretofore amended, the “Loan Agreement”), among Tower Automotive Holdings USA, LLC, Tower Automotive Holdings Europe B.V., the Guarantors from time to time party thereto, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (the “Agent”).

WHEREAS, the parties hereto wish to amend the Loan Agreement on the terms and subject to the conditions set forth below.

NOW THEREFORE, the parties hereto agree as follows:

SECTION 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Loan Agreement has the meaning assigned to such term in the Loan Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Loan Agreement shall, after this Amendment becomes effective, refer to the Loan Agreement as amended hereby.

SECTION 2. Amendments. The Loan Agreement is hereby amended as follows:

(a) The definition of Indebtedness in Section 1.01 is amended by the addition of the following language:

“For purposes of Section 6.03 hereof, (i) a commitment to extend credit to a Foreign Subsidiary in the form of Indebtedness for borrowed money shall be deemed an incurrence by such Foreign Subsidiary of Indebtedness for borrowed money at the time such commitment becomes effective in an amount equal to the maximum amount available under such commitment, (ii) such Indebtedness shall be deemed to remain outstanding in such maximum amount for so long as such commitment remains in effect and (iii) any actual borrowing or prepayment within the limits of such commitment while it remains in effect shall be disregarded. To the extent any such Indebtedness deemed incurred would not constitute Excluded Indebtedness, Section 2.12(d) shall be applicable and the related Net Cash Proceeds shall be determined on the basis of the same assumption.”

(b) Section 1.01 is amended by adding the following term and definition in the appropriate alphabetical order:

“Excluded Indebtedness” shall mean (a) Indebtedness incurred pursuant to Section 6.03 (except clause (g)), (b) Indebtedness incurred pursuant to Section 6.03(g) to the extent that, after giving effect to such incurrence, the aggregate principal amount of indebtedness outstanding under Section 6.03(g) does not exceed €25,000,000 and (c) 40% of Indebtedness incurred pursuant to Section 6.03(g) which is not Excluded Indebtedness under clause (b) above.

(c) Section 2.12(d) is amended by deleting the parenthetical “(other than any Indebtedness for money borrowed permitted pursuant to Section 6.03)” and replacing it with the following parenthetical: “(other than Excluded Indebtedness)”.

(d) Clause (i) of Section 2.12(g) is hereby amended to read as follows:

“(i) ratably to the US Loans and the Euro Loans, respectively (provided that in the case of a mandatory prepayment pursuant to Section 2.12(d) by reason of the incurrence (or deemed incurrence) of Indebtedness pursuant to Section 6.03(g), a Lender having both US Loans and Euro Loans may elect by notice to the Administrative Agent that the portion of such prepayment otherwise allocable to its US Loans shall instead be applied to its Euro Loans),”

(e) Section 6.03(g) is amended by replacing “€25,000,000” with “€50,000,000”.

(f) Section 6.06(e) is amended by replacing “€25,000,000” with “€50,000,000”.

SECTION 3. Representations of Borrowers. The Borrowers represent and warrant that (i) the representations and warranties of the Loan Parties set forth in Article 3 of the Loan Agreement will be true and correct in all material respects on and as of the Amendment Effective Date (as defined below); provided, that any representation and warranty that is qualified as to “materiality” “Material Adverse Effect” or similar language will be true and correct in all respects on and as of the Amendment Effective Date and (ii) no Default will have occurred and be continuing on such date.

SECTION 4. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

SECTION 5. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

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SECTION 6. Effectiveness. This Amendment shall become effective on the date (the “Amendment Effective Date”) on which each of the following conditions have been met:

(a) the Agent shall have received from the Borrowers and Lenders constituting the Required Lenders a counterpart hereof signed by such party or facsimile or other written confirmation (in form satisfactory to the Agent) that such party has signed a counterpart hereof;

(b) Amendment No. 1 to the Revolving Credit and Guaranty Agreement shall have become effective (or shall become effective substantially simultaneously with the effectiveness of this Amendment); and

(c) Amendment No. 2 to the Second Lien Term Loan Agreement shall have become effective (or shall become effective substantially simultaneously with the effectiveness of this Amendment).

[signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

BORROWERS:
TOWER AUTOMOTIVE HOLDINGS USA, LLC
By:	/s/ James C. Gouin
	Name: James C. Gouin
	Title: Vice President
TOWER AUTOMOTIVE HOLDINGS EUROPE, B.V.
By:	/s/ Mark M. Malcolm
	Name: Mark M. Malcolm
	Title: Managing Director
LENDERS:
JPMORGAN CHASE BANK, N.A.
By:	/s/ Richard W. Duker
	Name: Richard W. Duker
	Title: Managing Director
GOLDMAN SACHS CREDIT PARTNERS L.P.
By:	/s/ Robert W. Schatzman
	Name: Robert W. Schatzman
	Title: Authorized Signatory

EX-10.7

Exhibit 10.7

EXECUTION COPY

WAIVER AND AMENDMENT NO. 3 TO FIRST LIEN TERM LOAN AND

GUARANTY AGREEMENT

WAIVER AND AMENDMENT NO. 3 (this “Amendment”) dated as of April 1, 2009 to the First Lien Term Loan and Guaranty Agreement dated as of July 31, 2007 (as heretofore amended, the “Loan Agreement”), among Tower Automotive Holdings USA, LLC, Tower Automotive Holdings Europe B.V., the Guarantors from time to time party thereto, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (the “Agent”).

W I T N E S S E T H :

WHEREAS, the parties hereto desire to amend the Loan Agreement (x) to allow the Borrowers (i) to prepay and extinguish US Loans and Euro Loans pursuant to the Voluntary Auction Prepayment Transaction (as defined below) and (ii) to reduce the Deposit Commitments pursuant to a Deposit Commitment Reduction Transaction (as defined below) and (y) to effect certain other changes; and

WHEREAS, the Lenders have consented to such amendments and have agreed to waive certain provisions of the Loan Agreement on the terms and conditions contained herein in order to permit the Voluntary Auction Prepayment Transaction and a Deposit Commitment Reduction Transaction; and

WHEREAS, J.P. Morgan Securities Inc. has agreed to act as prepayment agent for the Voluntary Auction Prepayment Transaction and the Deposit Commitment Reduction Transaction (in such capacity, the “Tender Agent”);

NOW, THEREFORE, the parties hereto agree as follows:

Section 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Loan Agreement has the meaning assigned to such term in the Loan Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Loan Agreement shall, after this Amendment becomes effective, refer to the Loan Agreement as amended hereby.

Section 2. Amendments to Loan Agreement. The Loan Agreement is hereby amended as follows:

(a) Section 1.01 of the Loan Agreement is amended by adding the following terms in proper alphabetical order:

“China Cash Collateral” shall mean cash collateral posted by a China Entity with a financial institution as security for a China Loan.

“China Entity” shall mean each of Tower Automotive (WuHu) Company Ltd. and Changchun Tower Golden Ring Automotive Products Company Ltd., each a company formed under the laws of the People’s Republic of China.

“China Loan” shall mean a loan made by a financial institution to a Subsidiary secured by China Cash Collateral.

“Deposit Commitment Reduction Proceeds” shall have the meaning given such term in the Third Amendment.

“Prepayment Discount” shall mean the difference between the par principal amount of any Loans prepaid pursuant to a Voluntary Auction Prepayment or a Required Auction Prepayment and the aggregate amount required by the applicable Borrower to prepay the principal of such Loans (disregarding any interest payable under Section 3(f) of the Third Amendment).

“Required Auction Prepayment” shall have the meaning given such term in the Third Amendment.

“Third Amendment” shall mean Waiver and Amendment No. 3 to First Lien Term Loan and Guaranty Agreement, dated as of April 1, 2009.

“Voluntary Auction Prepayment” shall have the meaning given such term in the Third Amendment.

“Voluntary Auction Prepayment Transaction” shall have the meaning given such term in the Third Amendment.

(b) The last paragraph of the definition of “Consolidated EBITDA” in Section 1.01 of the Loan Agreement is amended and restated to read in its entirety as follows:

Notwithstanding the foregoing, (1) except with respect to Seojin, the provision for taxes based on the income or profits of, the Consolidated Interest Expense of, and the depreciation and amortization and other non-cash expenses of, a Subsidiary will be added to Consolidated Net Income to compute Consolidated EBITDA only to the extent that a corresponding amount would be permitted, as of such determination date, to be dividended or distributed to a Loan Party by such Subsidiary (x) without direct or indirect restriction pursuant to the terms of its charter and all agreements and instruments applicable to such Subsidiary or its stockholders (other than the Loan Documents and the Other Loan Documents) and (y) without prior governmental approval (that has not

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been obtained) and without direct or indirect restriction pursuant to any or Requirement of Law applicable to such Subsidiary, (2) if any gains arising directly from the prepayment of Loans held by Lenders that are not members of the Sponsor Group pursuant to one or more Voluntary Auction Prepayment Transactions or any Required Auction Prepayment would otherwise be includible in Consolidated EBITDA (such gains, “Applicable Gains”), the amount of such Applicable Gains that shall be permitted to be included in Consolidated EBITDA for one or more of the fiscal quarters ending in 2009 shall not exceed $13,000,000 in the aggregate, (3) no Applicable Gains shall be permitted to be included in Consolidated EBITDA for any fiscal period commencing after December 31, 2009 and (4) no gains arising directly from the prepayment of Loans held by Lenders that are members of the Sponsor Group pursuant to one or more Voluntary Auction Prepayment Transactions or any Required Auction Prepayment shall be permitted to be included in Consolidated EBITDA for any fiscal period.

(c) The definition of “Excess Cash Flow” in Section 1.01 of the Loan Agreement is amended as follows:

(i) Clause (a) is amended by (1) deleting “and” in the last line thereof and replacing it with “,”, and (2) inserting a new clause (v) as follows:

“and (v) Deposit Commitment Reduction Proceeds”.

(ii) Clause (b)(iii) is amended by adding the following proviso to the end thereof:

“provided, that to the extent any amount set forth in this clause (y) results from a Voluntary Auction Prepayment or a Required Auction Prepayment, such amount shall be reduced by the amount of the applicable Prepayment Discount,”

(d) Section 6.01(k) of the Loan Agreement is amended and restated to read in its entirety as follows:

“(k) Liens on (i) cash collateral securing letters of credit permitted under Section 6.03(n) and (ii) China Cash Collateral securing China Loans permitted under Section 6.03(q); and”

(e) Section 6.03 of the Loan Agreement is amended by:

(i) deleting “and” at the end of clause (o);

(ii) deleting “.” at the end of clause (p) and replacing it with “; and”; and

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(iii) inserting a new clause (q), as follows:

“(q) Indebtedness consisting of China Loans in an aggregate principal amount not in excess of $25,000,000 at any time.”

(f) Section 6.05 of the Loan Agreement is amended by:

(i) deleting “and” at the end of clause (n);

(ii) deleting “.” at the end of clause (o) and replacing it with “; and”; and

(iii) inserting new clause (p), as follows:

“(p) Investments by China Entities consisting of China Cash Collateral in an aggregate amount not in excess of $25,000,000 at any time.

(g) Section 6.07 of the Loan Agreement is amended by adding a new paragraph (c), as follows:

“(c) No Deposit Commitment Reduction Proceeds shall be used by any Group Member to make any Restricted Payment.”

(h) Section 6.08 of the Loan Agreement is amended by:

(i) deleting “and” at the end of clause (i);

(ii) deleting “.” at the end of clause (j) and replacing it with “and”; and

(iii) inserting a new clause (k), as follows:

“(k) the China Entities may post China Cash Collateral to secure China Loans permitted under Section 6.03(q).”

Section 3. Loan Prepayment Transactions.

(a) The US Borrower has notified the US Lenders that it may wish to make voluntary prepayments of the US Loans, and the European Borrower has notified the Euro Lenders that it may wish to make voluntary prepayments of the Euro Loans (each, a “Voluntary Auction Prepayment”), in each case during the period commencing on the Amendment Effective Date (as defined below) and ending on the date that is the 540^th day thereafter (the “Prepayment Period”) pursuant to the procedures described in this Section 3 (the transactions described in this Section 3, collectively, the “Voluntary Auction Prepayment Transaction”).

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(b) In connection with any Voluntary Auction Prepayment, the applicable Borrower will provide a notice to the applicable Lenders (the “Prepayment Notice”), stating that such Borrower desires to prepay US Loans (in the case of the US Borrower) or Euro Loans (in the case of the European Borrower) (i) in an aggregate principal amount of Loans specified by such Borrower (which amount shall be not less than $5,000,000 in the aggregate for each Borrower in each case; each, a “Prepayment Amount”) and (ii) at a price (the “Payment Percentage”) specified by such Borrower, which price is expected to be within a range of discounts (the “Range”) expressed as a percentage of the par principal amount of the Loans to be prepaid in such Voluntary Auction Prepayment; provided that (i) the cash amount paid out of pocket by the Borrowers for all Voluntary Auction Prepayments undertaken during the Prepayment Period and any Required Auction Prepayment (as defined below) undertaken pursuant to Section 3(k) of this Amendment shall not exceed $50,000,000 in the aggregate (excluding any other voluntary or involuntary prepayments of Loans in accordance with the Loan Agreement, any accrued interest payable in connection with a Voluntary Auction Prepayment or a Required Auction Prepayment, or any fees or expenses payable in connection herewith), (ii) the Borrowers shall not be permitted to commence more than three Voluntary Auction Prepayments with respect to which the aggregate principal amount of Loans that the applicable Borrower is offering to prepay is less than $10,000,000 (it being understood and agreed that (x) the delivery of a Prepayment Offer (as defined below) to the applicable Lenders shall constitute the commencement of a Voluntary Auction Prepayment and (y) the simultaneous commencement of a Voluntary Auction Prepayment by each of the US Borrower and the European Borrower shall be deemed to be the commencement of one Voluntary Auction Prepayment) and (iii) no proceeds of Revolving Credit Loans shall be used to finance a Voluntary Auction Prepayment.

(c) In connection with a Voluntary Auction Prepayment, the US Borrower will allow each US Lender (or the European Borrower will allow each Euro Lender, as the case may be) to specify, pursuant to a prepayment offer (each, a “Prepayment Offer”) a Payment Percentage (the “Acceptable Payment Percentage”) and a principal amount (subject to rounding requirements specified by the Tender Agent) of Loans at which such Lender is willing to permit such Voluntary Auction Prepayment.

(d) The price to be paid by the applicable Borrower in a Voluntary Auction Prepayment, expressed as a percentage of the par principal amount of the Loans to be prepaid (the “Applicable Payment Percentage”), shall be equal to the lower of:

(i) the lowest Acceptable Payment Percentage at which the applicable Borrower can complete such Voluntary Auction Prepayment for the Prepayment Amount that is within the Range, and

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(ii) if the offers received from Lenders are insufficient to allow the applicable Borrower to complete such Voluntary Auction Prepayment for the Prepayment Amount at any price within the Range, the highest Acceptable Payment Percentage specified by any Lender that is within the Range.

(e) The applicable Borrower shall prepay Loans (or the respective portions thereof) offered by Lenders that specify an Acceptable Payment Percentage that is equal to or less than the Applicable Payment Percentage (“Qualifying Loans”) at the Applicable Payment Percentage by remitting an amount to each Lender to be prepaid equal to the product of the face amount, or par, of the Loan being prepaid multiplied by the Applicable Payment Percentage; provided that if the aggregate principal amount of Qualifying Loans (disregarding any interest payable under Section 3(f) or any fees payable in connection herewith) would exceed the Prepayment Amount for such Voluntary Auction Prepayment, the Borrower shall prepay such Qualifying Loans at the Applicable Payment Percentage ratably based on the respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Tender Agent).

(f) All Loans prepaid by the Borrower pursuant to this Section 3 shall be accompanied by payment of accrued and unpaid interest on the par principal amount so prepaid to, but not including, the date of prepayment.

(g) Each Voluntary Auction Prepayment and each Required Auction Prepayment shall constitute an optional prepayment of Loans for all purposes under the Loan Agreement.

(h) The par principal amount of the Loans prepaid pursuant to this Section 3 shall be applied to reduce the remaining installments of the Loans on a pro rata basis.

(i) For all purposes of the Loan Agreement and all other Loan Documents, the par principal amount of all Loans prepaid pursuant to a Voluntary Auction Prepayment Transaction or a Required Auction Prepayment shall be deemed to have been extinguished and no longer outstanding (and may not be assigned or resold by the applicable Borrower).

(j) Each Voluntary Auction Prepayment and each Required Auction Prepayment shall be consummated pursuant to procedures (including as to timing, rounding and minimum amounts, Type and Interest Periods of accepted Loans, irrevocability of any Prepayment Notice and other notices by the Borrowers and Lenders and determination of the Applicable Payment Percentage) established by the Tender Agent and notified to the Borrowers; provided, that (x) such procedures shall require that the deadline for Lenders to respond to any Prepayment Notice shall be not earlier than the third Business Day following the delivery thereof and (y) the conditions precedent to the effectiveness of each Voluntary Auction Prepayment and each Required Auction Prepayment shall include, without limitation:

(i) that the Borrowers shall have paid to J.P. Morgan Securities Inc. (“JPMSI”), as tender agent for the Voluntary Auction Prepayment Transaction or Required Auction Prepayment (the “Tender Agent”), as the case may be, for its account, the fees set forth in that certain fee letter among the Borrowers and JPMSI dated the date hereof (the “Fee Letter”) that are due to the Tender Agent upon effectiveness of such Voluntary Auction Prepayment or Required Auction Prepayment, as the case may be; and

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(ii) that if the members of Sponsor Group do not, in the aggregate, constitute the Required Lenders immediately prior to the effectiveness of such Voluntary Auction Prepayment or Required Auction Prepayment, as the case may be, immediately after giving effect to such Voluntary Auction Prepayment or Required Auction Prepayment, the members of Sponsor Group shall not, in the aggregate, constitute the Required Lenders.

(k) If the US Borrower receives Deposit Commitment Reduction Proceeds (as defined below) at any time during the period beginning on the Amendment Effective Date and ending on the 30^th day thereafter, the US Borrower shall, within 30 days after the receipt thereof, offer to prepay US Loans in a transaction effected in accordance with Sections 3(b), 3(c), 3(d) and 3(e) of this Amendment (which shall apply to such transaction, mutatis mutandis, but subject to the proviso to this sentence) (such prepayment, a “Required Auction Prepayment”); provided that (x) the US Borrower shall offer to apply funds equal to 100% of the aggregate net amount of such Deposit Commitment Reduction Proceeds received by it pursuant to such Required Auction Prepayment in lieu of the minimum amount (based on the principal amount of the Loans) that would otherwise be applicable (subject to clause (z) below), (y) notwithstanding anything to the contrary in this Amendment, no Lender that is a member of the Sponsor Group shall be permitted to submit a Prepayment Offer with respect to such Required Auction Prepayment (and any such Prepayment Offer submitted shall be disregarded) or to participate in any other manner in such Required Auction Prepayment and (z) if such Required Auction Prepayment cannot be consummated because the condition described in clause (ii) of Section 3(j) would not be satisfied, the amount of funds that the US Borrower shall be required to apply shall be reduced to the extent necessary to cause such condition to be satisfied, and such Required Auction Prepayment shall be consummated for such lesser amount.

(l) The Lenders and the Agent hereby consent to the transactions described in this Section 3 notwithstanding anything to the contrary in the Agreement and hereby waive the requirements of any provision of the Loan Agreement that might otherwise result in a Default or Event of Default as a result of the Voluntary Auction Prepayment Transaction or a Required Auction Prepayment.

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(m) This Amendment shall not (i) require the Borrowers to undertake any Voluntary Auction Prepayment during the Prepayment Period (it being understood that the US Borrower shall be obligated to undertake a Required Auction Prepayment as set forth in Section 3(k)) or (ii) limit or restrict the Borrowers from making voluntary prepayments of the Loans in accordance with the provisions of the Loan Agreement as in effect prior to the Amendment Effective Date.

(n) The Borrowers represent and warrant as of the date of each Voluntary Auction Prepayment and each Required Auction Prepayment, that the Borrowers do not have any material non-public information (“MNPI”) with respect to any Group Member or any securities issued by any Group Member that either (i) has not been disclosed to the Lenders (other than Lenders that do not wish to receive MNPI with respect to the Group Members or any securities issued by any Group Member) prior to such time or (ii) if not disclosed to the Lenders, could reasonably be expected to have a material adverse effect upon, or otherwise be material to, a Lender’s decision to submit a Prepayment Offer or to have their Loans prepaid pursuant to such Voluntary Auction Prepayment or Required Auction Prepayment.

Section 4. Deposit Commitment Reduction Transaction.

(a) The Borrowers have also notified the Lenders that they intend to make voluntary reductions in the Deposit Commitments (each, a “Deposit Commitment Reduction Transaction”) on up to three occasions during the period commencing on the Amendment Effective Date and ending on September 30, 2009.

(b) Sections 3(b), 3(c), 3(d), 3(e) and 3(j) (including, for the avoidance of doubt, the proviso to Section 3(j)) of this Amendment shall apply, mutatis mutandis, to each Deposit Commitment Reduction Transaction (except as set forth in Section 4(c) of this Amendment); provided, that (i) not more than three Deposit Commitment Reduction Transactions shall be permitted, (ii) the Borrower shall not offer to reduce the Deposit Commitment by an amount less than (x) $10,000,000 in the case of a Deposit Commitment Reduction Transaction occurring on or prior to the 30^th day following the Amendment Effective Date or (y) $2,500,000 in the case of a Deposit Commitment Reduction Transaction occurring after the 30^th day following the Amendment Effective Date, (iii) the aggregate amount of all Deposit Commitment Reduction Amounts (as defined below) shall not exceed $40,000,000, (iv) the Borrowers shall offer to effect one Deposit Commitment Reduction Transaction with a Deposit Commitment Reduction Amount of not less than $30,000,000 on or prior to the 30^th day following the Amendment Effective Date, (v) the Deposit Commitment Reduction Amount with respect to any Deposit Commitment Reduction Transaction

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occurring after the 30^th day following the Amendment Effective Date shall not exceed $10,000,000 and (vi) no Deposit Commitment Reduction Transaction shall be permitted if, after giving effect thereto, the aggregate amount of the Deposits remaining in the Deposit Account would be less than the LC Exposure.

“Deposit Commitment Reduction Amount” means, with respect to any Deposit Commitment Reduction Transaction, the amount by which the Deposit Commitment shall be reduced pursuant thereto.

(c) Upon the effectiveness of each Deposit Commitment Reduction Transaction and notwithstanding anything to the contrary in Section 2.14(c) of the Loan Agreement, the Agent shall make the following withdrawals from the Deposit Account:

(i) an amount equal to the product of (A) the applicable Deposit Commitment Reduction Amount multiplied by (B) the Applicable Payment Percentage shall be withdrawn and paid to the Deposit Lenders participating in such Deposit Commitment Reduction Transaction (subject to any ratable reduction required in accordance with the proviso to Section 3(e)); and

(ii) an amount equal to the difference between (A) the applicable Deposit Commitment Reduction Amount minus (B) the amount withdrawn and paid pursuant to clause (i) above shall be withdrawn and paid to the US Borrower (each such amount, “Deposit Commitment Reduction Proceeds”).

(d) The Lenders and the Agent hereby consent to the transactions described in this Section 4 notwithstanding anything to the contrary in the Agreement and hereby waive the requirements of any provision of the Loan Agreement that might otherwise result in a Default or Event of Default as a result of any Deposit Commitment Reduction Transaction.

(e) This Amendment shall not (i) require the Borrowers to undertake any Deposit Commitment Reduction Transaction or (ii) limit or restrict the Borrowers from making voluntary reductions in the Deposit Commitments in accordance with the provisions of the Loan Agreement as in effect prior to the Amendment Effective Date.

(f) The Borrowers represent and warrant as of the date of the Deposit Commitment Reduction Transaction, that the Borrowers do not have any MNPI with respect to any Group Member or any securities issued by any Group Member that either (i) has not been disclosed to the Lenders (other than Lenders that do not wish to receive MNPI with respect to the Group Members or any securities issued by any Group Member) prior to such time or (ii) if not disclosed to the Lenders, could reasonably be expected to have a material adverse effect upon, or otherwise be material to, a Lender’s decision to submit a Prepayment Offer or to participate in the Deposit Commitment Reduction Transaction.

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Section 5. Representations of Borrowers. The Borrowers represent and warrant that:

(a) if the members of Sponsor Group do not, in the aggregate, constitute the Required Lenders immediately prior to the effectiveness of any Voluntary Auction Prepayment, Required Auction Prepayment or Deposit Commitment Reduction Transaction, immediately after giving effect to any such Voluntary Auction Prepayment, Required Auction Prepayment or Deposit Commitment Reduction Transaction, as the case may be, the members of Sponsor Group will not, in the aggregate, constitute the Required Lenders; and

(b) after giving effect to the waivers contained herein (i) the representations and warranties of the Loan Parties set forth in Article 3 of the Loan Agreement will be true and correct in all material respects (or, in the case of those representations and warranties that are qualified as to “materiality” “Material Adverse Effect” or similar language, true and correct in all respects) on and as of the Amendment Effective Date (as defined below) (or, in the case of those representation and warranties that by their terms are made only as of a specific date, as of such specific date); and (ii) no Default will have occurred and be continuing on such date.

Section 6. Loan Documents. This Amendment shall constitute a Loan Document.

Section 7. Tender Agent. The Tender Agent shall be deemed an Agent for purposes of Section 10.05 of the Loan Agreement and shall be entitled to the benefits thereof.

Section 8. Effectiveness. This Amendment shall become effective on the first date on which each of the following conditions has been satisfied (the “Amendment Effective Date”):

(a) the Agent shall have received from each of (i) each Borrower, (ii) the Required Lenders, (iii) Deposit Lenders holding a majority of Deposit Commitments and LC Exposure and (iv) the Agent, a counterpart hereof signed by such party or facsimile or other written confirmation (in form satisfactory to the Agent) that such party has signed a counterpart hereof;

(b) the Borrowers shall have paid to JPMSI, for its account, an amendment fee in the amount set forth in the Fee Letter; and

(c) the Borrowers shall have paid or reimbursed the Agent for all of its reasonable out-of-pocket costs expenses incurred in connection with this Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to the Agent and the Tender Agent.

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Section 9. Continuing Effect; No Other Waivers or Amendments. This Amendment shall not constitute an amendment or waiver of or consent to any provision of the Loan Agreement and the other Loan Documents except as expressly stated herein and shall not be construed as an amendment, waiver or consent to any action on the part of the Borrowers that would require an amendment, waiver or consent of the Agent or the Lenders except as expressly stated herein. Except as expressly waived hereby, the provisions of the Loan Agreement and the other Loan Documents are and shall remain in full force and effect in accordance with their terms.

Section 10. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

Section 11. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

TOWER AUTOMOTIVE HOLDINGS USA, LLC
By:	/s/ Dennis C. Pike
	Name:	Dennis C. Pike
	Title:	Treasurer
TOWER AUTOMOTIVE HOLDINGS EUROPE B.V.
By:	/s/ Mike Rajkovic
	Name:	Mike Rajkovic
	Title:	Manager

[Signature Page For Amendment No. 3 To Term Loan Agreement]

JPMORGAN CHASE BANK, N.A., as Administrative Agent
By:	/s/ Richard W. Duker
	Name:	Richard W. Duker
	Title:	Managing Director

[Signature Page For Amendment No. 3 To Term Loan Agreement]

US Lenders:
JPMORGAN CHASE BANK, N.A., as US Lender
By:	/s/ Richard W. Duker
	Name:	Richard W. Duker
	Title:	Managing Director

US Lenders:
PROMONTORIA HOLDING VI B.V.
By:	/s/ G. I. Schipper
	Name:	G.I. Schipper
	Title:	Managing Director
By:	/s/ B.S. Hummel
	Name:	B.S. Hummel
	Title:	Managing Director

[Signature Page For Amendment No. 3 To Term Loan Agreement]

Euro Lenders:
JPMORGAN CHASE BANK, N.A., as Euro Lender
By:	/s/ Richard W. Duker
	Name:	Richard W. Duker
	Title:	Managing Director

Euro Lenders:
CERBERUS PARTNERS, L.P.
By:	Cerberus Associates, L.L.C., its General Partner
By:	/s/ Jeffrey Lomasky
	Name:	Jeffrey Lomasky
	Title:	Senior Managing Director

[Signature Page For Amendment No. 3 To Term Loan Agreement]

Deposit Lenders:
JPMORGAN CHASE BANK, N.A., as Deposit Lender
By:	/s/ Richard W. Duker
	Name:	Richard W. Duker
	Title:	Managing Director

Deposit Lenders:
PROMONTORIA HOLDING VI B.V.
By:	/s/ G. I. Schipper
	Name:	G.I. Schipper
	Title:	Managing Director
By:	/s/ B.S. Hummel
	Name:	B.S. Hummel
	Title:	Managing Director

[Signature Page For Amendment No. 3 To Term Loan Agreement]

EX-10.8

Exhibit 10.8

EXECUTION COPY

FIRST LIEN TERM LOAN SECURITY AGREEMENT

Dated as of

July 31, 2007

Among

TOWER AUTOMOTIVE HOLDINGS USA, LLC,

THE GUARANTORS PARTY HERETO

and

JPMORGAN CHASE BANK, N.A.,

as Agent

TABLE OF CONTENTS

	PAGE
SECTION 1. Definitions	2
SECTION 2. Grant of Transaction Liens	10
SECTION 3. General Representations and Warranties	11
SECTION 4. Further Assurances; General Covenants	14
SECTION 5. Equipment	15
SECTION 6. Recordable Intellectual Property	15
SECTION 7. Investment Property	16
SECTION 8. Controlled Deposit Accounts	18
SECTION 9. Cash Collateral Accounts	18
SECTION 10. Operation of Collateral Accounts	20
SECTION 11. Transfer Of Record Ownership	21
SECTION 12. Right to Vote Securities	21
SECTION 13. Remedies upon Event of Default	22
SECTION 14. Application of Proceeds	23
SECTION 15. Fees and Expenses; Indemnification	25
SECTION 16. Authority to Administer Collateral	26
SECTION 17. Limitation on Duty in Respect of Collateral	26
SECTION 18. General Provisions Concerning the Agent	26
SECTION 19. Termination of Transaction Liens; Release of Collateral	28
SECTION 20. Additional Lien Grantors	28
SECTION 21. Notices	28
SECTION 22. No Implied Waivers; Remedies Not Exclusive	28
SECTION 23. Successors and Assigns	28
SECTION 24. Amendments and Waivers	29
SECTION 25. Choice of Law	29
SECTION 26. Waiver of Jury Trial	29
SECTION 27. Severability	29
SECTION 28. Loan Agreement	29
SECTION 29. Intercreditor Agreement	29

SCHEDULES:

Schedule 1	Equity Interests in Subsidiaries and Affiliates Owned by Original Lien Grantors
Schedule 2	Other Investment Property Owned by Original Lien Grantors

EXHIBITS:

Exhibit A	Security Agreement Supplement
Exhibit B	Copyright Security Agreement
Exhibit C	Patent Security Agreement
Exhibit D	Trademark Security Agreement
Exhibit E	Perfection Certificate
Exhibit F	Issuer Control Agreement
Exhibit G	Securities Account Control Agreement
Exhibit H	Deposit Account Control Agreement

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FIRST LIEN TERM LOAN SECURITY AGREEMENT

FIRST LIEN TERM LOAN SECURITY AGREEMENT, dated as of July 31, 2007 (this “Agreement”) among TOWER AUTOMOTIVE HOLDINGS USA, LLC, the GUARANTORS party hereto and JPMORGAN CHASE BANK, N.A., as agent (in such capacity, the “Agent”).

WHEREAS, the US Borrower and the European Borrower are entering into the Loan Agreement described in Section 1 hereof, pursuant to which they intend to borrow funds and obtain letters of credit for the purposes set forth therein;

WHEREAS, the US Borrower is willing to secure (i) its obligations under the Loan Agreement by granting Liens on its assets to the Agent as provided in the Security Documents;

WHEREAS, pursuant to the Loan Agreement, Holdings, Holdco and Foreign Holdco are guaranteeing the foregoing obligations of the US Borrower, and Holdco and Foreign Holdco are willing to secure their guarantees thereof by granting Liens on their assets to the Agent as provided in the Security Documents;

WHEREAS, pursuant to the Loan Agreement, the US Borrower is causing each of its domestic subsidiaries to guarantee the foregoing obligations of the US Borrower, and the US Borrower is willing to cause each of its domestic subsidiaries to secure its guarantee thereof by granting Liens on its assets to the Agent as provided in the Security Documents;

WHEREAS, pursuant to the Loan Agreement, Holdings, Holdco, Foreign Holdco, the US Borrower and the domestic subsidiaries of the US Borrower are guaranteeing the obligations of the European Borrower under the Loan Agreement, and Holdco, Foreign Holdco, the US Borrower and the domestic subsidiaries of the US Borrower are willing to secure their guarantees thereof by granting Liens on their assets to the Agent as provided in the Security Documents;

WHEREAS, the Lenders and the Issuing Lender are not willing to make loans or issue or participate in letters of credit under the Loan Agreement unless (i) the foregoing obligations of the US Borrower and European Borrower are secured and guaranteed as described above and (ii) each guarantee thereof is secured by Liens on assets of the relevant Guarantor as provided in the Security Documents; and

WHEREAS, upon any foreclosure or other enforcement of the Security Documents, the net proceeds of the relevant Collateral are to be received by or paid over to the Agent and applied as provided herein and in the Intercreditor Agreement;

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Definitions.

(a) Terms Defined in Loan Agreement. Terms defined in the Loan Agreement and not otherwise defined in subsection (b) or (c) of this Section have, as used herein, the respective meanings provided for therein.

(b) Terms Defined in UCC. As used herein, each of the following terms has the meaning specified in the UCC:

Term	UCC
Account	9-102
Authenticate	9-102
Certificated Security	8-102
Chattel Paper	9-102
Commodity Account	9-102
Commodity Customer	9-102
Deposit Account	9-102
Document	9-102
Entitlement Holder	8-102
Entitlement Order	8-102
Equipment	9-102
Financial Asset	8-102 & 103
General Intangibles	9-102
Instrument	9-102
Inventory	9-102
Investment Property	9-102
Proceeds	9-102
Record	9-102
Securities Account	8-501
Securities Intermediary	8-102
Security	8-102 & 103
Security Entitlement	8-102
Supporting Obligations	9-102
Uncertificated Security	8-102

(c) Additional Definitions. The following additional terms, as used herein, have the following meanings:

“ABL Agent” shall have the meaning given such term in the Intercreditor Agreement.

“ABL Credit Agreement” shall mean that certain Revolving Credit and Guaranty Agreement, dated as of July 31, 2007, by and among Tower Automotive Holdings USA, LLC, as borrower, the guarantors party thereto, the lenders parties thereto and JPMorgan Chase Bank, N.A., as administrative agent.

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“ABL Security Agreement” shall have the meaning given such term in the Intercreditor Agreement.

“ABL Termination Date” shall have the meaning given such term in the Intercreditor Agreement.

“Applicable Agent” shall mean (i) for purposes of the definition of Controlled Deposit Account and Controlled Securities Account as such definitions are used in this Agreement, (A) at all times prior to the ABL Termination Date, the ABL Agent, (B) at all times after the ABL Termination Date but prior to the First Lien Term Loan Facility Termination Date, the Agent and (C) at all times after the ABL Termination Date and after the First Lien Term Loan Facility Termination Date, the Second Lien Term Loan Agent and (ii) for all other purposes, (A) at all times prior to the First Lien Term Loan Facility Termination Date, the Agent, (B) at all times after the First Lien Term Loan Facility Termination Date but prior to the Second Lien Term Loan Facility Termination Date, the Second Lien Term Loan Agent and (C) at all times after the First Lien Term Loan Facility Termination Date and after the Second Lien Term Loan Facility Termination Date, the ABL Agent.

“Asset Proceeds Account” shall mean the Deposit Account established pursuant to Section 9(a)(iii), into which the proceeds required to be deposited therein pursuant to Section 9(b)(i) shall be deposited.

“Borrowers” shall mean, collectively, the US Borrower and the European Borrower.

“Cash Collateral Accounts” shall have the meaning the meaning given such term in Section 9(a).

“Collateral” shall mean all property, whether now owned or hereafter acquired, on which a Lien is granted or purports to be granted to the Agent pursuant to the Security Documents. When used with respect to a specific Lien Grantor, the term “Collateral” means all its property on which such a Lien is granted or purports to be granted.

“Collateral Accounts” shall mean the Cash Collateral Accounts, the Controlled Deposit Accounts and the Controlled Securities Accounts.

“Collection Account” shall mean the Deposit Account established pursuant to Section 9(a)(i), into which the proceeds required to be deposit therein pursuant to Section 9(b)(iii) shall be deposited.

“Common Collateral” shall have the meaning given such term in the Intercreditor Agreement.

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“Contingent Secured Obligation” shall mean, at any time, any Secured Obligation (or portion thereof) that is contingent in nature at such time, including any Secured Obligation that is:

(i) an obligation to reimburse a bank for drawings not yet made under a letter of credit issued by it;

(ii) an obligation under a Hedging Agreement to make payments that cannot be quantified at such time;

(iii) any other obligation (including any guarantee) that is contingent in nature at such time; or

(iv) an obligation to provide collateral to secure any of the foregoing types of obligations.

“Control” has the following meanings:

(a) when used with respect to any Security or Security Entitlement, the meaning specified in UCC Section 8-106; and

(b) when used with respect to any Deposit Account, the meaning specified in UCC Section 9-104.

“Controlled Deposit Account” shall mean a Deposit Account (i) that is subject to a Deposit Account Control Agreement in the form of Exhibit H or in such other form as is reasonably acceptable to the Applicable Agent or (ii) as to which the Applicable Agent is the Depositary Bank’s “customer” (as defined in UCC Section 4-104). For purposes of this Agreement, the Asset Proceeds Account shall not be a Controlled Deposit Account (but it shall be a Cash Collateral Account).

“Controlled Securities Account” shall mean a Securities Account that (i) is maintained in the name of a Lien Grantor at an office of a Securities Intermediary located in the United States and (ii) together with all Financial Assets credited thereto and all related Security Entitlements, is subject to a Securities Account Control Agreement among such Lien Grantor, the Applicable Agent and such Securities Intermediary.

“Copyright License” shall mean any agreement now or hereafter in existence granting to any Lien Grantor, or pursuant to which any Lien Grantor grants to any other Person, any right to use, copy, reproduce, distribute, prepare derivative works, display or publish any records or other materials on which a Copyright is in existence or may come into existence, including any agreement identified in Schedule 1 to any Copyright Security Agreement.

“Copyrights” shall mean all the following: (i) all copyrights under the laws of the United States or any other country (whether or not the underlying works of authorship have been published), all registrations and recordings thereof,

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all copyrightable works of authorship (whether or not published), and all applications for copyrights under the laws of the United States or any other country, including registrations, recordings and applications in the United States Copyright Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, including those described in Schedule 1 to any Copyright Security Agreement, (ii) all renewals of any of the foregoing, (iii) all claims for, and rights to sue for, past or future infringements of any of the foregoing, and (iv) all income, royalties, damages and payments now or hereafter due or payable with respect to any of the foregoing, including damages and payments for past or future infringements thereof.

“Copyright Security Agreement” shall mean a Copyright Security Agreement, substantially in the form of Exhibit B, executed and delivered by a Lien Grantor in favor of the Agent for the benefit of the Secured Parties.

“Depositary Bank” shall mean a bank at which a Controlled Deposit Account is maintained.

“Equity Interest” shall mean (i) in the case of a corporation, any shares of its capital stock, (ii) in the case of a limited liability company, any membership interest therein, (iii) in the case of a partnership, any partnership interest (whether general or limited) therein, (iv) in the case of any other business entity, any participation or other interest in the equity or profits thereof, (v) any warrant, option or other right to acquire any Equity Interest described in this definition or (vi) any Security Entitlement in respect of any Equity Interest described in this definition.

“First Lien Term Loan Facility Termination Date” shall have the meaning given such term in the Intercreditor Agreement.

“Intellectual Property Filing” shall mean (i) with respect to any Patent, Patent License, Trademark or Trademark License, the filing of the applicable Patent Security Agreement or Trademark Security Agreement with the United States Patent and Trademark Office, together with an appropriately completed recordation form, and (ii) with respect to any Copyright or Copyright License, the filing of the applicable Copyright Security Agreement with the United States Copyright Office, together with an appropriately completed recordation form, in each case sufficient to record the Transaction Lien granted to the Agent in such Recordable Intellectual Property.

“Intellectual Property Security Agreement” shall mean a Copyright Security Agreement, a Patent Security Agreement or a Trademark Security Agreement.

“Issuer Control Agreement” shall mean an Issuer Control Agreement substantially in the form of Exhibit F (with any changes that the Agent shall have approved).

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“Lien Grantors” shall mean the US Borrower and the Guarantors (other than Holdings).

“Liquidity Trigger Period shall have the meaning given such term in the ABL Credit Agreement.

“LLC Interest” shall mean a membership interest or similar interest in a limited liability company.

“Loan Agreement” shall mean the First Lien Term Loan and Guaranty Agreement dated as of July 31, 2007 among Tower Automotive Holdings USA, LLC and Tower Automotive Holdings Europe B.V, as borrowers, Tower Automotive, LLC, Tower Automotive Holdings I, LLC, Tower Automotive Holdings II(a), LLC, Tower Automotive Holdings II(b), LLC and the other guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

“Non-Contingent Secured Obligation” shall mean at any time any Secured Obligation (or portion thereof) that is not a Contingent Secured Obligation at such time.

“Original Lien Grantor” shall mean any Lien Grantor that grants a Lien on any of its assets hereunder on the Closing Date.

“own” refers to the possession of sufficient rights in property to grant a security interest therein as contemplated by UCC Section 9-203, and “acquire” refers to the acquisition of any such rights.

“Partnership Interest” shall mean a partnership interest, whether general or limited.

“Patent License” shall mean any agreement now or hereafter in existence granting to any Lien Grantor, or pursuant to which any Lien Grantor grants to any other Person, any right with respect to any Patent or any invention now or hereafter in existence, whether patentable or not, whether a patent or application for patent is in existence on such invention or not, and whether a patent or application for patent on such invention may come into existence or not, including any agreement identified in Schedule 1 to any Patent Security Agreement.

“Patents” shall mean (i) all letters patent and design letters patent of the United States or any other country and all applications for letters patent or design letters patent of the United States or any other country, including applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, including those described in Schedule 1 to any Patent Security Agreement, (ii) all reissues, divisions, continuations, continuations in part, revisions and extensions of any of the foregoing, (iii) all claims for, and rights to sue for, past or future infringements of any of the foregoing and (iv) all

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income, royalties, damages and payments now or hereafter due or payable with respect to any of the foregoing, including damages and payments for past or future infringements thereof.

“Patent Security Agreement” shall mean a Patent Security Agreement, substantially in the form of Exhibit C, executed and delivered by a Lien Grantor in favor of the Agent for the benefit of the Secured Parties.

“Perfection Certificate” shall mean, with respect to any Lien Grantor, a certificate substantially in the form of Exhibit E, completed and supplemented with the schedules contemplated thereby to the satisfaction of the Agent, and signed by an officer of such Lien Grantor.

“Permitted Liens” shall mean (i) the Transaction Liens and (ii) any other Liens on the Collateral permitted to be created or assumed or to exist pursuant to Section 6.01 of the Loan Agreement.

“Personal Property Collateral” shall mean all property included in the Collateral except Real Property Collateral.

“Pledged”, when used in conjunction with any type of asset, shall mean at any time an asset of such type that is included (or that creates rights that are included) in the Collateral at such time. For example, “Pledged Equity Interest” means an Equity Interest that is included in the Collateral at such time.

“Post-Petition Interest” shall mean any interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of any one or more of the Lien Grantors (or would accrue but for the operation of applicable bankruptcy or insolvency laws), whether or not such interest is allowed or allowable as a claim in any such proceeding.

“Real Property Collateral” shall mean all real property (including leasehold interests in real property) included in the Collateral.

“Recordable Intellectual Property” shall mean (i) any Patent registered with the United States Patent and Trademark Office, and any Patent License with respect to a Patent so registered, (ii) any Trademark registered with the United States Patent and Trademark Office, and any Trademark License with respect to a Trademark so registered, (iii) any Copyright registered with the United States Copyright Office and any Copyright License with respect to a Copyright so registered, and all rights in or under any of the foregoing.

“Release Conditions” shall mean the following conditions for terminating all the Transaction Liens:

(i) all Commitments under the Loan Agreement shall have expired or been terminated;

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(ii) all Non-Contingent Secured Obligations shall have been paid in full; and

(iii) no Contingent Secured Obligations (other than any Contingent Secured Obligations in respect of contingent indemnification and expense reimbursement obligations as to which no claim shall have been asserted) shall remain outstanding;

provided that the condition in clause (iii) shall not apply to outstanding Letters of Credit if the Borrowers have granted to the Agent, for the benefit of the Lenders, a security interest in cash (or causes a bank acceptable to the Agent and the Issuing Lender to issue a letter of credit naming the Issuing Lender as beneficiary) in an amount not less than 105% of the LC Exposure (plus any accrued and unpaid interest thereon) as of the date of such termination, on terms and conditions and pursuant to documentation reasonably satisfactory to the Agent and the Issuing Lender.

“Second Lien Term Loan Agent” shall have the meaning given such term in the Intercreditor Agreement.

“Second Lien Term Loan Agreement” shall mean the Second Lien Term Loan and Guaranty Agreement dated as of July 31, 2007 among Tower Automotive Holdings USA, LLC and Tower Automotive Holdings Europe B.V, as borrowers, Tower Automotive, LLC, Tower Automotive Holdings I, LLC, Tower Automotive Holdings II(a), LLC, Tower Automotive Holdings II(b), LLC and the other guarantors party thereto, the lenders party thereto and Goldman Sachs Credit Partners L.P., as administrative agent.

“Second Lien Term Loan Facility Termination Date” shall have the meaning given such term in the Intercreditor Agreement.

“Second Lien Term Loan Security Agreement” shall have the meaning given such term in the Intercreditor Agreement.

“Secured Agreement”, when used with respect to any Secured Obligation, refers collectively to each instrument, agreement or other document that sets forth obligations of either Borrower, obligations of a guarantor and/or rights of the holder with respect to such Secured Obligation.

“Secured Parties” shall mean the holders from time to time of the Secured Obligations.

“Security Agreement Supplement” shall mean a Security Agreement Supplement, substantially in the form of Exhibit A, signed and delivered to the Agent for the purpose of adding a Subsidiary as a party hereto pursuant to Section 20 and/or adding additional property to the Collateral.

“Trademark License” shall mean any agreement now or hereafter in existence granting to any Lien Grantor, or pursuant to which any Lien Grantor grants to any other Person, any right to use any Trademark, including any agreement identified in Schedule 1 to any Trademark Security Agreement.

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“Trademarks” shall mean: (i) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos, brand names, trade dress, prints and labels on which any of the foregoing have appeared or appear, package and other designs, and all other source or business identifiers, and all general intangibles of like nature, and the rights in any of the foregoing which arise under applicable law, (ii) the goodwill of the business symbolized thereby or associated with each of them, (iii) all registrations and applications in connection therewith, including registrations and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, including those described in Schedule 1 to any Trademark Security Agreement, (iv) all renewals of any of the foregoing, (v) all claims for, and rights to sue for, past or future infringements of any of the foregoing and (vi) all income, royalties, damages and payments now or hereafter due or payable with respect to any of the foregoing, including damages and payments for past or future infringements thereof.

“Trademark Security Agreement” shall mean a Trademark Security Agreement, substantially in the form of Exhibit D, executed and delivered by a Lien Grantor in favor of the Agent for the benefit of the Secured Parties.

“Transaction Guarantee” shall mean, with respect to each Guarantor, its guarantee of the Secured Obligations under the Loan Agreement or any Joinder Agreement.

“Transaction Liens” shall mean the Liens granted by the Lien Grantors under the Security Documents.

“Type” shall have the meaning specified in the Intercreditor Agreement.

“UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of any Transaction Lien on any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

(d) Terms Generally. The definitions of terms herein (including those incorporated by reference to the UCC or to another document) apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun includes the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed

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to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references herein to Sections, Exhibits and Schedules shall be construed to refer to Sections of, and Exhibits and Schedules to, this Agreement and (v) the word “property” shall be construed to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

SECTION 2. Grant of Transaction Liens.

(a) The US Borrower, in order to secure the Secured Obligations, and each Guarantor listed on the signature pages hereof, in order to secure its Transaction Guarantee, grants to the Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the US Borrower or such Guarantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located:

(i) all Accounts;

(ii) all Chattel Paper;

(iii) all Deposit Accounts;

(iv) all Documents;

(v) all Equipment;

(vi) all General Intangibles (including any Equity Interests in other Persons that do not constitute Investment Property);

(vii) all Instruments;

(viii) all Inventory;

(ix) all Investment Property;

(x) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral;

(xi) such Original Lien Grantor’s ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral

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Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Agent; and

(xii) all Proceeds of the Collateral described in the foregoing clauses (i) through (xi);

provided that the following property is excluded from the foregoing security interests: (A) motor vehicles the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (B) voting Equity Interests in any Foreign Subsidiary, to the extent (but only to the extent) required to prevent the Collateral from including more than 65% of all voting Equity Interests in such Foreign Subsidiary, (C) United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law and (D) any property to the extent that the grant of a security interest therein is prohibited by any applicable law or regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property or, in the case of any Investment Property, any applicable shareholder or similar agreement, except to the extent that such law or regulation or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law. Each Original Lien Grantor shall use all reasonable efforts to obtain any such required consent that is reasonably obtainable.

(b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation.

(c) The Transaction Liens are granted as security only and shall not subject the Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith.

SECTION 3. General Representations and Warranties. Each Original Lien Grantor represents and warrants that:

(a) Such Lien Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in its Perfection Certificate.

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(b) Schedule 1 lists all Equity Interests in Subsidiaries and Affiliates owned by such Lien Grantor as of the Closing Date. Such Lien Grantor holds all such Equity Interests directly (i.e., not through a Subsidiary, a Securities Intermediary or any other Person).

(c) Schedule 2 lists, as of the Closing Date, (i) all Securities owned by such Lien Grantor (except Securities evidencing Equity Interests in Subsidiaries and Affiliates) and (ii) all Securities Accounts to which Financial Assets are credited in respect of which such Lien Grantor owns Security Entitlements. Such Lien Grantor owns no Commodity Account in respect of which such Lien Grantor is the Commodity Customer.

(d) All Pledged Equity Interests owned by such Lien Grantor are owned by it free and clear of any Lien other than (i) the Transaction Liens and (ii) any inchoate tax liens. All shares of capital stock included in such Pledged Equity Interests (including shares of capital stock in respect of which such Lien Grantor owns a Security Entitlement) have been duly authorized and validly issued and are fully paid and non-assessable. None of such Pledged Equity Interests is subject to any option to purchase or similar right of any Person. Such Lien Grantor is not and will not become a party to or otherwise bound by any agreement (except the Loan Documents) which restricts in any manner the rights of any present or future holder of any Pledged Equity Interest with respect thereto.

(e) Such Lien Grantor has good and marketable title to all its Collateral (subject to exceptions that are, in the aggregate, not material), free and clear of any Lien other than Permitted Liens.

(f) Such Lien Grantor has not performed any acts that might prevent the Agent from enforcing any of the provisions of the Security Documents or that would limit the Agent in any such enforcement. No financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Lien Grantor is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect or record a Lien on such Collateral, except financing statements, mortgages or other similar or equivalent documents with respect to Permitted Liens. After the Closing Date, no Collateral owned by such Lien Grantor will be in the possession or under the Control of any other Person having a claim thereto or security interest therein, other than a Permitted Lien.

(g) The Transaction Liens on all Personal Property Collateral owned by such Lien Grantor (i) have been validly created, (ii) will attach to each item of such Collateral on the Closing Date (or, if such Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured Obligations or such Lien Grantor’s Transaction Guarantee, as the case may be.

(h) When the relevant Mortgages have been duly executed and delivered, the Transaction Liens on all Real Property Collateral owned by such

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Lien Grantor as of the Closing Date will have been validly created and will secure all the Secured Obligations or such Lien Grantor’s Transaction Guarantee, as the case may be. When such Mortgages (and memoranda of lease with respect to any leasehold interests included in such Real Property Collateral) have been duly recorded, such Transaction Liens will rank prior to all other Liens (except Permitted Liens) on such Real Property Collateral.

(i) Such Lien Grantor has delivered a Perfection Certificate to the Agent. The information set forth therein is correct and complete as of the Closing Date.

(j) When UCC financing statements describing the Collateral as “all personal property” have been filed in the offices specified in such Perfection Certificate, the Transaction Liens will constitute perfected security interests in the Personal Property Collateral owned by such Lien Grantor to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens and rights of others therein except Permitted Liens. When, in addition to the filing of such UCC financing statements, the applicable Intellectual Property Filings have been made with respect to such Lien Grantor’s Recordable Intellectual Property (including any future filings required pursuant to Sections 4(a) and 6(a)), the Transaction Liens will constitute perfected security interests in all right, title and interest of such Lien Grantor in its Recordable Intellectual Property to the extent that security interests therein may be perfected by such filings, prior to all Liens and rights of others therein except Permitted Liens. Except for (i) the filing of such UCC financing statements, (ii) such Intellectual Property Filings, (iii) the due recordation of memoranda of lease with respect to the Pledged leasehold interests and (iv) the due recordation of the Mortgages, no registration, recordation or filing with any governmental body, agency or official is required in connection with the execution or delivery of the Security Documents or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Transaction Liens or for the enforcement of the Transaction Liens.

(k) Such Lien Grantor has taken, and will continue to take, all actions necessary under the UCC to perfect its interest in any Accounts or Chattel Paper purchased or otherwise acquired by it, as against its assignors and creditors of its assignors.

(l) Such Lien Grantor’s Collateral is insured as required by the Loan Agreement.

(m) All of such Lien Grantor’s Inventory has or will have been produced in compliance with the applicable requirements of the Fair Labor Standards Act, as amended.

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SECTION 4. Further Assurances; General Covenants. Each Lien Grantor covenants as follows:

(a) Such Lien Grantor will, from time to time, at the US Borrower’s expense, execute, deliver, file and record any statement, assignment, instrument, document, agreement or other paper and take any other action (including any Intellectual Property Filing and any filing of financing or continuation statements under the UCC) that from time to time may be reasonably necessary or desirable, or that the Agent may reasonably request, in order to:

(i) create, preserve, perfect, confirm or validate the Transaction Liens on such Lien Grantor’s Collateral;

(ii) in the case of Pledged Deposit Accounts and Pledged Investment Property, cause the Agent to have Control thereof;

(iii) enable the Agent and the other Secured Parties to obtain the full benefits of the Security Documents; or

(iv) enable the Agent to exercise and enforce any of its rights, powers and remedies with respect to any of such Lien Grantor’s Collateral.

To the extent permitted by applicable law, such Lien Grantor authorizes the Agent to execute and file such financing statements or continuation statements without such Lien Grantor’s signature appearing thereon. Such Lien Grantor constitutes the Agent its attorney-in-fact to execute and file all Intellectual Property Filings and other filings required or so requested for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; and such power, being coupled with an interest, shall be irrevocable until all the Transaction Liens granted by such Lien Grantor terminate pursuant to Section 19. The US Borrower will pay the costs of, or incidental to, any Intellectual Property Filings and any recording or filing of any financing or continuation statements or other documents recorded or filed pursuant hereto.

(b) Such Lien Grantor will not (i) change its name or corporate structure, (ii) change its location (determined as provided in UCC Section 9-307) or (iii) become bound, as provided in UCC Section 9-203(d) or otherwise, by a security agreement entered into by another Person, unless it shall have given the Agent at least 30 days prior notice thereof.

(c) Except for sales of inventory in the ordinary course of business, such Lien Grantor will not sell, lease, exchange, assign or otherwise dispose of, or grant any option with respect to, any of its Collateral; provided that such Lien Grantor may do any of the foregoing unless (i) doing so would violate a covenant in the Loan Agreement or (ii) an Event of Default shall have occurred and be continuing and the Agent shall have notified such Lien Grantor that its right to do so is terminated, suspended or otherwise limited. Concurrently with any sale, lease or other disposition (except a sale or disposition to another Lien Grantor or a lease) permitted by the foregoing proviso, the Transaction Liens on the assets sold or disposed of (but not in any Proceeds arising from such sale or disposition) will

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cease immediately without any action by the Agent or any other Secured Party. The Agent will, at the US Borrower’s expense, execute and deliver to the relevant Lien Grantor such documents as such Lien Grantor shall reasonably request to evidence the fact that any asset so sold or disposed of is no longer subject to a Transaction Lien.

(d) Such Lien Grantor will, promptly upon request, provide to the Agent all information and evidence concerning such Lien Grantor’s Collateral that the Agent may reasonably request from time to time to enable it to enforce the provisions of the Security Documents.

SECTION 5. Equipment. Each Lien Grantor covenants that it will not permit any of its Pledged Equipment to become a fixture to real estate or an accession to any personal property that is not included in the Collateral.

SECTION 6. Recordable Intellectual Property. Each Lien Grantor covenants as follows:

(a) On the Closing Date (in the case of an Original Lien Grantor) or the date on which it signs and delivers its first Security Agreement Supplement (in the case of any other Lien Grantor), such Lien Grantor will sign and deliver to the Agent Intellectual Property Security Agreements with respect to all Recordable Intellectual Property then owned by it. Within 30 days after each June 30 and December 31 thereafter, it will sign and deliver to the Agent an appropriate Intellectual Property Security Agreement covering any Recordable Intellectual Property owned by it on such June 30 or December 31 that is not covered by any previous Intellectual Property Security Agreement so signed and delivered by it. Each Lien Grantor hereby authorizes the Agent to make all Intellectual Property Filings necessary to record the Transaction Liens on its Recordable Intellectual Property.

(b) Such Lien Grantor will notify the Agent promptly if it knows that any application or registration relating to any Recordable Intellectual Property owned or licensed by it that is material to its business may become abandoned or dedicated to the public, or of any adverse determination or development (including the institution of, or any adverse determination or development in, any proceeding in the United States Copyright Office, the United States Patent and Trademark Office or any court) regarding such Lien Grantor’s ownership of such Recordable Intellectual Property, its right to register or patent the same, or its right to keep and maintain the same. If any of such Lien Grantor’s rights to any Recordable Intellectual Property are infringed, misappropriated or diluted in any material respect by a third party, such Lien Grantor will notify the Agent within 30 days after it learns thereof and will, unless such Lien Grantor shall reasonably determine that such action would be of negligible value, economic or otherwise, promptly sue for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as such Lien Grantor shall reasonably deem appropriate under the circumstances to protect such Recordable Intellectual Property.

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SECTION 7. Investment Property. Each Lien Grantor represents, warrants and covenants as follows:

(a) Certificated Securities. On the Closing Date (in the case of an Original Lien Grantor) or the date on which it signs and delivers its first Security Agreement Supplement (in the case of any other Lien Grantor), such Lien Grantor will deliver to the Applicable Agent as Collateral hereunder all certificates representing Pledged Certificated Securities then owned by such Lien Grantor. Thereafter, whenever such Lien Grantor acquires any other certificate representing a Pledged Certificated Security, such Lien Grantor will immediately deliver such certificate to the Applicable Agent as Collateral hereunder. The provisions of this subsection are subject to the limitation in Section 7(j) in the case of voting Equity Interests in a Foreign Subsidiary.

(b) Uncertificated Securities. On the Closing Date (in the case of an Original Lien Grantor) or the date on which it signs and delivers its first Security Agreement Supplement (in the case of any other Lien Grantor), such Lien Grantor will enter into (and cause the relevant issuer to enter into) an Issuer Control Agreement in respect of each Pledged Uncertificated Security then owned by such Lien Grantor and deliver such Issuer Control Agreement to the Applicable Agent (which shall enter into the same). Thereafter, whenever such Lien Grantor acquires any other Pledged Uncertificated Security, such Lien Grantor will enter into (and cause the relevant issuer to enter into) an Issuer Control Agreement in respect of such Pledged Uncertificated Security and deliver such Issuer Control Agreement to the Applicable Agent (which shall enter into the same). The provisions of this subsection are subject to the limitation in Section 7(j) in the case of voting Equity Interests in a Foreign Subsidiary.

(c) Security Entitlements. On the Closing Date (in the case of an Original Lien Grantor) or the date on which it signs and delivers its first Security Agreement Supplement (in the case of any other Lien Grantor), such Lien Grantor will, with respect to each Security Entitlement then owned by it, enter into (and cause the relevant Securities Intermediary to enter into) a Securities Account Control Agreement in respect of such Security Entitlement and the Securities Account to which the underlying Financial Asset is credited and will deliver such Securities Account Control Agreement to the Applicable Agent (which shall enter into the same). Thereafter, whenever such Lien Grantor acquires any other Security Entitlement, such Lien Grantor will, as promptly as practicable, cause the underlying Financial Asset to be credited to a Controlled Securities Account. Notwithstanding the foregoing provisions of this clause (c), the Lien Grantors have the right not to comply therewith with respect to Securities Accounts having an aggregate value of less than $1,000,000 in the aggregate for all Lien Grantors; provided, that if an Event of Default occurs and is continuing, the Applicable Agent may terminate the foregoing right not to comply, or reduce the amount thereof, by giving at least 10 Business Days’ notice of such termination or reduction to the relevant Lien Grantors.

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(d) Perfection as to Certificated Securities. When such Lien Grantor delivers the certificate representing any Pledged Certificated Security owned by it to the Applicable Agent and complies with Section 7(h) in connection with such delivery, (i) the Transaction Lien on such Pledged Certificated Security will be perfected, subject to no prior Liens or rights of others (except Liens permitted under Section 6.01(b) of the Loan Agreement), (ii) the Applicable Agent will have Control of such Pledged Certificated Security and (iii) the Applicable Agent will be a protected purchaser (within the meaning of UCC Section 8-303) thereof.

(e) Perfection as to Uncertificated Securities. When such Lien Grantor, the Applicable Agent and the issuer of any Pledged Uncertificated Security owned by such Lien Grantor enter into an Issuer Control Agreement with respect thereto, (i) the Transaction Lien on such Pledged Uncertificated Security will be perfected, subject to no prior Liens or rights of others (except Liens permitted under Section 6.01(b) of the Loan Agreement), (ii) the Applicable Agent will have Control of such Pledged Uncertificated Security and (iii) the Applicable Agent will be a protected purchaser (within the meaning of UCC Section 8-303) thereof.

(f) Perfection as to Security Entitlements. So long as the Financial Asset underlying any Security Entitlement owned by such Lien Grantor is credited to a Controlled Securities Account, (i) the Transaction Lien on such Security Entitlement will be perfected, subject to no prior Liens or rights of others (except Liens and rights of the relevant Securities Intermediary that are Permitted Liens and any other Liens consented to by the Applicable Agent, and Liens permitted under Section 6.01(b) of the Loan Agreement), (ii) the Applicable Agent will have Control of such Security Entitlement and (iii) no action based on an adverse claim to such Security Entitlement or such Financial Asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against the Applicable Agent or any other Secured Party.

(g) Agreement as to Applicable Jurisdiction. In respect of all Security Entitlements owned by such Lien Grantor, and all Securities Accounts to which the related Financial Assets are credited, the Securities Intermediary’s jurisdiction (determined as provided in UCC Section 8-110(e)) will at all times be located in the United States.

(h) Delivery of Pledged Certificates. All Pledged Certificates, when delivered to the Applicable Agent, will be in suitable form for transfer by delivery, or accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately witnessed, all in form and substance satisfactory to the Applicable Agent.

(i) Communications. Each Lien Grantor will promptly give to the Applicable Agent copies of any material notices and communications received by it with respect to (i) Pledged Securities registered in the name of such Lien Grantor or its nominee and (ii) Pledged Security Entitlements as to which such Lien Grantor is the Entitlement Holder.

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(j) Foreign Subsidiaries. A Lien Grantor will not be obligated to comply with the provisions of this Section at any time with respect to any voting Equity Interest in a Foreign Subsidiary if and to the extent (but only to the extent) that such voting Equity Interest is excluded from the Transaction Liens at such time pursuant to clause (B) of the proviso at the end of Section 2(a) and/or the comparable provisions of one or more Security Agreement Supplements.

(k) Compliance with Applicable Foreign Laws. If and so long as the Collateral includes (i) any Equity Interest in, or other Investment Property issued by, a legal entity organized under the laws of a jurisdiction outside the United States or (ii) any Security Entitlement in respect of a Financial Asset issued by such a foreign legal entity, the relevant Lien Grantor will take all such action as may be required under the laws of such foreign jurisdiction to ensure that the Transaction Lien on such Collateral ranks prior to all Liens and rights of others therein.

SECTION 8. Controlled Deposit Accounts. Each Lien Grantor represents, warrants and covenants as follows:

(a) All cash owned by such Lien Grantor will be deposited, upon or promptly after the receipt thereof, in one or more Controlled Deposit Accounts. Each Controlled Deposit Account will be operated as provided in Section 10.

(b) In respect of each Controlled Deposit Account, the Depositary Bank’s jurisdiction (determined as provided in UCC Section 9-304) will at all times be a jurisdiction in which Article 9 of the Uniform Commercial Code is in effect.

(c) So long as the Applicable Agent has Control of a Controlled Deposit Account, the Transaction Lien on such Controlled Deposit Account will be perfected, subject to no prior Liens or rights of others (except the Depositary Bank’s right to deduct its normal operating charges and any uncollected funds previously credited thereto and any other Liens consented to by the Applicable Agent, and Liens permitted under Section 6.01(b) of the Loan Agreement).

(d) Materiality Exception. The Lien Grantors have the right not to comply with the foregoing provisions of this Section with respect to (i) Deposit Accounts that are payroll or trust accounts and (ii) other Deposit Accounts having total collected balances that do not at any time exceed $2,000,000 in the aggregate for all Lien Grantors.

SECTION 9. Cash Collateral Accounts. (a) The Lien Grantors will establish the following Deposit Accounts (each such Deposit Account, a “Cash Collateral Account”), which will be operated as provided in this Section and Section 10:

(i) the Collection Account, which shall be under the exclusive control of the Agent;

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(ii) the Letter of Credit Account, which shall be under the exclusive control of the Agent; and

(iii) the Asset Proceeds Account, which shall be under the control of the Applicable Agent pursuant to a Deposit Account Control Agreement in the form of Exhibit H (or in such other form as is reasonably acceptable to the Applicable Agent).

(b) The following amounts shall be deposited into the Cash Collateral Accounts:

(i) the Lien Grantors shall deposit to the Asset Proceeds Account any Net Cash Proceeds received in respect of any Asset Sale or Casualty Event (other than any such Net Cash Proceeds that are deposited to the Collection Account (as defined in the ABL Security Agreement) pursuant to Section 2.12(b) of the ABL Credit Agreement);

(ii) the Lien Grantors shall deposit to the Letter of Credit Account all amounts required pursuant to Section 2.02(k) and Article 7 of the Loan Agreement; and

(iii) the Agent shall deposit to the Collection Account each amount realized or otherwise received with respect to assets of any Lien Grantor upon any exercise of remedies pursuant to any Security Document.

(c) The Agent shall maintain such records and/or establish such sub-accounts as shall be required to enable it to identify the amounts held in each Cash Collateral Account from time to time pursuant to each clause of subsection (b) of this Section, as applicable.

(d) Unless an Event of Default (or, prior to the ABL Termination Date, a Liquidity Trigger Period) shall be continuing, the Agent (or, in the case of the Asset Proceeds Account, the applicable Group Member), shall withdraw amounts from the Cash Collateral Accounts and apply them for the following purposes:

(i) any amounts deposited in the Asset Proceeds Account in respect of an Asset Sale shall be withdrawn and applied to pay, or reimburse the Group Members for paying, the cost of acquiring other assets to the extent that the Net Cash Proceeds of such Asset Sale are permitted to be so applied pursuant to Section 2.12(a) of the Loan Agreement;

(ii) any amounts deposited in the Asset Proceeds Account in respect of a Casualty Event shall be withdrawn and applied to pay, or reimburse the Group Members for paying, the cost of repairing, restoring or replacing the affected property to the extent that the Net Proceeds of such Casualty Event are permitted to be so applied pursuant to Section 2.12(e) of the Loan Agreement;

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(iii) if Holdco does not certify that the Group Members intend to apply all or any portion of any amount deposited with respect to any Asset Sale or Casualty Event as specified in the foregoing clauses (i) and (ii) within the time permitted under Section 2.12(a) or Section 2.12(e) of the Loan Agreement, as the case may be, or if any such amount is not so applied within the time permitted for the application of such amount, such amount shall be withdrawn and applied to prepay Loans as provided in said Section 2.12(a) or Section 2.12(e) of the Loan Agreement; and

(iv) any amounts deposited to the Letter of Credit Account shall (i) be held as collateral security for the Borrowers’ reimbursement obligations in respect of any LC Exposure and withdrawn and applied against the Borrowers’ reimbursement obligations in respect of any unreimbursed LC Disbursements, (ii) if an Event of Default shall have occurred and be continuing or if the maturity of the Loans shall have been accelerated pursuant to Article 7 of the Loan Agreement, be held as collateral security for the Secured Obligations and, in the discretion of the Agent, transferred to the Collection Account or (iii) be returned to the Borrowers in accordance with the terms of the Loan Agreement.

SECTION 10. Operation of Collateral Accounts. (a) Funds held in any Cash Collateral Account may, until withdrawn, be invested and reinvested in such Permitted Investments as the US Borrower shall request from time to time; provided that if an Event of Default shall have occurred and be continuing, the Agent (in the case of the Collection Account and the Letter of Credit Account) or the Applicable Agent (in the case of all other Cash Collateral Accounts) may select such Permitted Investments. Funds held in any Controlled Deposit Account or Controlled Securities Account may, until withdrawn, be invested and reinvested in such Permitted Investments as the US Borrower shall request from time to time; provided that (i) prior to the ABL Termination Date, if a Liquidity Trigger Period shall be continuing or (ii) at all other times, if an Event of Default shall have occurred and be continuing, the Applicable Agent may select such Permitted Investments.

(b) With respect to each Controlled Deposit Account and each Controlled Securities Account (it being understood that the provisions of Section 9 shall apply to all Cash Collateral Accounts), the Applicable Agent will instruct the relevant Securities Intermediary or Depositary Bank that the relevant Lien Grantor may withdraw, or direct the disposition of, funds held therein unless and until the Applicable Agent rescinds such instruction. The Applicable Agent will not rescind such instructions unless (i) prior to the ABL Termination Date, a Liquidity Trigger Period shall be continuing or (ii) at all other times, an Event of Default shall have occurred and be continuing.

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(c) If an Event of Default shall have occurred and be continuing, the Agent (with respect to the Collection Account and the Letter of Credit Account) and the Applicable Agent (with respect to any other Collateral Account) may retain or liquidate, or instruct the relevant Securities Intermediary or Depositary Bank to retain or liquidate, any or all cash or investments then held in such Collateral Account and/or withdraw any amounts held therein and apply such amounts as provided in Section 14.

SECTION 11. Transfer Of Record Ownership. At any time when an Event of Default shall have occurred and be continuing, the Applicable Agent may (and to the extent that action by it is required, the relevant Lien Grantor, if directed to do so by the Applicable Agent, will as promptly as practicable) cause each of the Pledged Securities (or any portion thereof specified in such direction) to be transferred of record into the name of the Applicable Agent or its nominee. Each Lien Grantor will take any and all actions reasonably requested by the Applicable Agent to facilitate compliance with this Section. If the provisions of this Section are implemented, Section 7(b) shall not thereafter apply to any Pledged Security that is registered in the name of the Applicable Agent or its nominee. The Applicable Agent will promptly give to the relevant Lien Grantor copies of any notices and other communications received by the Agent with respect to Pledged Securities registered in the name of the Agent or its nominee.

SECTION 12. Right to Vote Securities. (a) Unless an Event of Default shall have occurred and be continuing, each Lien Grantor will have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security owned by it and the Financial Asset underlying any Pledged Security Entitlement owned by it, and the Agent will, upon receiving a written request from such Lien Grantor, deliver to such Lien Grantor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security that is registered in the name of the Agent or its nominee or any such Pledged Security Entitlement as to which the Agent or its nominee is the Entitlement Holder, in each case as shall be specified in such request and be in form and substance satisfactory to the Agent. Unless an Event of Default shall have occurred and be continuing, the Applicable Agent will have no right to take any action which the owner of a Pledged Partnership Interest or Pledged LLC Interest is entitled to take with respect thereto, except the right to receive payments and other distributions to the extent provided herein.

(b) If an Event of Default shall have occurred and be continuing, the Applicable Agent will have the right (but not the obligation), to the extent permitted by law (and, in the case of a Pledged Partnership Interest or Pledged LLC Interest, by the relevant partnership agreement, limited liability company agreement, operating agreement or other governing document), to vote, to give consents, ratifications and waivers and to take any other action with respect to the Pledged Investment Property, the other Pledged Equity Interests (if any) and the Financial Assets underlying the Pledged Security Entitlements, with the same force and effect as if the Applicable Agent were the absolute and sole owner thereof, and each Lien Grantor will take all such action as the Applicable Agent may reasonably request from time to time to give effect to such right.

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SECTION 13. Remedies upon Event of Default. (a) If an Event of Default shall have occurred and be continuing, the Agent may exercise (or cause its sub-agents to exercise) any or all of the remedies available to it (or to such sub-agents) under the Security Documents.

(b) Without limiting the generality of the foregoing and subject to the terms of the Intercreditor Agreement with respect to each Type of Common Collateral, if an Event of Default shall have occurred and be continuing, the Agent may exercise on behalf of the Secured Parties all the rights of a secured party under the UCC (whether or not in effect in the jurisdiction where such rights are exercised) with respect to any Personal Property Collateral and, in addition, the Agent (with respect to the Collection Account and the Letter of Credit Account) and the Applicable Agent (with respect to any other Collateral Account) may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, withdraw all cash held in such Collateral Account and apply such cash as provided in Section 14 and, if there shall be no such cash or if such cash shall be insufficient to pay all the Secured Obligations in full, sell, lease, license or otherwise dispose of the Collateral or any part thereof. Notice of any such sale or other disposition shall be given to the relevant Lien Grantor(s) as required by Section 16. The foregoing provisions of this subsection shall apply to Real Property Collateral only to the extent permitted by applicable law and the provisions of any applicable Mortgage or other document.

(c) Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, and subject to the terms of the Intercreditor Agreement with respect to each Type of Common Collateral:

(i) the Agent may license or sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any Pledged intellectual property (including any Pledged Recordable Intellectual Property) throughout the world for such term or terms, on such conditions and in such manner as the Agent shall in its sole discretion determine; provided that such licenses or sublicenses do not conflict with any existing license of which the Agent shall have received a copy;

(ii) the Agent may (without assuming any obligation or liability thereunder), at any time and from time to time, in its sole and reasonable discretion, enforce (and shall have the exclusive right to enforce) against any licensee or sublicensee all rights and remedies of any Lien Grantor in, to and under any of its Pledged intellectual property and take or refrain from taking any action under any thereof, and each Lien Grantor releases the Agent and each other Secured Party from liability for, and agrees to hold the Agent and each other Secured Party free and harmless from and against any claims and expenses arising out of, any lawful action so taken

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or omitted to be taken with respect thereto, except for claims and expenses arising from the Agent’s or such Secured Party’s gross negligence or willful misconduct; and

(iii) upon request by the Agent (which shall not be construed as implying any limitation on its rights or powers), each Lien Grantor will execute and deliver to the Agent a power of attorney, in form and substance satisfactory to the Agent, for the implementation of any sale, lease, license or other disposition of any of such Lien Grantor’s Pledged intellectual property or any action related thereto. In connection with any such disposition, but subject to any confidentiality restrictions imposed on such Lien Grantor in any license or similar agreement, such Lien Grantor will supply to the Agent its know-how and expertise relating to the relevant intellectual property or the products or services made or rendered in connection with such intellectual property, and its customer lists and other records relating to such intellectual property and to the distribution of said products or services.

SECTION 14. Application of Proceeds. (a) If an Event of Default shall have occurred and be continuing, the Agent may apply (i) any cash held in the Collection Account and the Letter of Credit Account and (ii) subject to the terms of the Intercreditor Agreement with respect to each Type of Common Collateral, any amounts held in any other Collateral Account and the proceeds of any sale or other disposition of all or any part of the Collateral, in the following order of priorities:

first, to pay the expenses of such sale or other disposition, including reasonable compensation to agents of and counsel for the Agent, and all expenses, liabilities and advances incurred or made by the Agent in connection with the Security Documents, and any other amounts then due and payable to the Agent pursuant to Section 15 or pursuant to Section 10.05 of the Loan Agreement;

second, to pay the unpaid principal of the Secured Obligations ratably (or provide for the payment thereof pursuant to Section 14(b)), until payment in full of the principal of all Secured Obligations shall have been made (or so provided for);

third, to pay ratably (i) all interest (including Post-Petition Interest) on the Secured Obligations and (ii) all Fees payable under the Loan Agreement, until payment in full of all such interest and Fees shall have been made;

fourth, to the ABL Agent and the Second Lien Term Loan Agent to be applied in accordance with the ABL Security Agreement and the Second Lien Term Loan Security Agreement; and

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finally, to pay to the relevant Lien Grantor, or as a court of competent jurisdiction may direct, any surplus then remaining from the proceeds of the Collateral owned by it;

provided that (i) Collateral owned by a Subsidiary Guarantor and any proceeds thereof shall be applied pursuant to the foregoing clauses only to the extent that the value thereof does not exceed the largest amount that would not render the Transaction Guarantee of such Subsidiary Guarantor subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provisions of applicable law. The Agent may make such distributions hereunder in cash or in kind or, on a ratable basis, in any combination thereof.

(b) If at any time any portion of any monies collected or received by the Agent would, but for the provisions of this Section 14(b), be payable pursuant to Section 14(a) in respect of a Contingent Secured Obligation, the Agent shall not apply any monies to pay such Contingent Secured Obligation but instead shall request the holder thereof, at least 10 days before each proposed distribution hereunder, to notify the Agent as to the maximum amount of such Contingent Secured Obligation if then ascertainable (e.g., in the case of a letter of credit, the maximum amount available for subsequent drawings thereunder). If the holder of such Contingent Secured Obligation does not notify the Agent of the maximum ascertainable amount thereof at least two Business Days before such distribution, such holder will not be entitled to share in such distribution. If such holder does so notify the Agent as to the maximum ascertainable amount thereof, the Agent will allocate to such holder a portion of the monies to be distributed in such distribution, calculated as if such Contingent Secured Obligation were outstanding in such maximum ascertainable amount. However, the Agent will not apply such portion of such monies to pay such Contingent Secured Obligation, but instead will hold such monies or invest such monies in Permitted Investments. All such monies and Permitted Investments and all proceeds thereof will constitute Collateral hereunder, but will be subject to distribution in accordance with this Section 14(b) rather than Section 14(a). The Agent will hold all such monies and Permitted Investments and the net proceeds thereof in trust until all or part of such Contingent Secured Obligation becomes a Non-Contingent Secured Obligation, whereupon the Agent at the request of the relevant Secured Party will apply the amount so held in trust to pay such Non-Contingent Secured Obligation; provided that, if the other Secured Obligations theretofore paid pursuant to the same clause of Section 14(a) (i.e., clause second or fourth) were not paid in full, the Agent will apply the amount so held in trust to pay the same percentage of such Non-Contingent Secured Obligation as the percentage of such other Secured Obligations theretofore paid pursuant to the same clause of Section 14(a). If (i) the holder of such Contingent Secured Obligation shall advise the Agent that no portion thereof remains in the category of a Contingent Secured Obligation and (ii) the Agent still holds any amount held in trust pursuant to this Section 14(b) in respect of such Contingent Secured Obligation (after paying all amounts payable pursuant to the preceding sentence with respect to any portions thereof that became Non-Contingent Secured Obligations), such remaining amount will be applied by the Agent in the order of priorities set forth in Section 14(a).

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(c) In making the payments and allocations required by this Section, the Agent may rely upon information supplied to it pursuant to Section 18(c). All distributions made by the Agent pursuant to this Section shall be final (except in the event of manifest error) and the Agent shall have no duty to inquire as to the application by any Secured Party of any amount distributed to it.

SECTION 15. Fees and Expenses; Indemnification. (a) The US Borrower will forthwith upon demand pay to the Agent:

(i) the amount of any taxes that the Agent may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon;

(ii) the amount of any and all reasonable out-of-pocket expenses, including transfer taxes and reasonable fees and expenses of counsel and other experts, that the Agent may incur in connection with (x) the administration or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Agent of any of its rights or powers under the Security Documents;

(iii) the amount of any fees that the Borrowers shall have agreed in writing to pay to the Agent and that shall have become due and payable in accordance with such written agreement; and

(iv) the amount required to indemnify the Agent for, or hold it harmless and defend it against, any loss, liability or expense (including the reasonable fees and expenses of its counsel and any experts or sub-agents appointed by it hereunder) incurred or suffered by the Agent in connection with the Security Documents, except to the extent that such loss, liability or expense arises from the Agent’s gross negligence or willful misconduct or a breach of any duty that the Agent has under this Agreement (after giving effect to Sections 17 and 18).

Any such amount not paid to the Agent on demand will bear interest for each day thereafter until paid at a rate per annum equal to the sum of 2% plus the rate applicable to Base Rate Loans for such day.

(b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Documents, the US Borrower will pay such tax and provide any required tax stamps to the Agent or as otherwise required by law.

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SECTION 16. Authority to Administer Collateral. Each Lien Grantor irrevocably appoints the Agent its true and lawful attorney, with full power of substitution, in the name of such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the US Borrower’s expense, to the extent permitted by law to exercise, at any time and from time to time while an Event of Default shall have occurred and be continuing, all or any of the following powers with respect to all or any of such Lien Grantor’s Collateral:

(a) to demand, sue for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof,

(b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto,

(c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Agent were the absolute owner thereof, and

(d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto;

provided that, except in the case of Personal Property Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Agent will give the relevant Lien Grantor at least ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. Any such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

SECTION 17. Limitation on Duty in Respect of Collateral. Beyond the exercise of reasonable care in the custody and preservation thereof, the Agent will have no duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Agent will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by the Agent in good faith, except to the extent that such liability arises from the Agent’s gross negligence or willful misconduct.

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SECTION 18. General Provisions Concerning the Agent.

(a) The provisions of Article 8 of the Loan Agreement shall inure to the benefit of the Agent, and shall be binding upon all Lien Grantors and all Secured Parties, in connection with this Agreement and the other Security Documents. Without limiting the generality of the foregoing, (i) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (ii) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Documents that the Agent is required in writing to exercise by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.09 of the Loan Agreement), and (iii) except as expressly set forth in the Loan Documents, the Agent shall not have any duty to disclose, and shall not be liable for any failure to disclose, any information relating to any Group Member that is communicated to or obtained by the Agent or any of its Affiliates in any capacity. The Agent shall not be responsible for the existence, genuineness or value of any Collateral or for the validity, perfection, priority or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its part under the Security Documents. The Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Agent by a Lien Grantor or a Secured Party.

(b) Sub- Agents and Related Parties. The Agent may perform any of its duties and exercise any of its rights and powers through one or more sub-agents appointed by it. The Agent and any such sub-agent may perform any of its duties and exercise any of its rights and powers through its Related Parties. The exculpatory provisions of Section 17 and this Section shall apply to any such sub-agent and to the Related Parties of the Agent and any such sub-agent.

(c) Information as to Secured Obligations and Actions by Secured Parties. For all purposes of the Security Documents, including determining the amounts of the Secured Obligations and whether a Secured Obligation is a Contingent Secured Obligation or not, or whether any action has been taken under any Secured Agreement, the Agent will be entitled to rely on information from (i) its own records for information as to the Lenders, the Issuing Lender, their Secured Obligations and actions taken by them, (ii) any Secured Party for information as to its Secured Obligations and actions taken by it, to the extent that the Agent has not obtained such information from its own records, and (iii) the Borrowers, to the extent that the Agent has not obtained information from the foregoing sources.

(d) Refusal to Act. The Agent may refuse to act on any notice, consent, direction or instruction from any Secured Parties or any agent, trustee or similar representative thereof that, in the Agent’s opinion, (i) is contrary to law or the provisions of any Security Document, (ii) may expose the Agent to liability (unless the Agent shall have been indemnified, to its reasonable satisfaction, for such liability by the Secured Parties that gave such notice, consent, direction or instruction) or (iii) is unduly prejudicial to Secured Parties not joining in such notice, consent, direction or instruction.

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SECTION 19. Termination of Transaction Liens; Release of Collateral.

(a) The Transaction Liens granted by each Guarantor shall terminate when its Transaction Guarantee terminates in accordance with the Loan Agreement.

(b) The Transaction Liens shall terminate when all the Release Conditions are satisfied; provided, that if at any time any payment of a Secured Obligation is rescinded or must be otherwise restored or returned upon the insolvency or receivership of either Borrower or otherwise, the Transaction Liens shall be reinstated.

(c) At any time before the Transaction Liens terminate, the Agent may, at the written request of either of the Borrowers, release any Collateral (but not all or substantially all the Collateral) with the prior written consent of the Required Lenders.

(d) Upon any termination of a Transaction Lien or release of Collateral, the Agent will, at the expense of the relevant Lien Grantor, execute and deliver to such Lien Grantor such documents as such Lien Grantor shall reasonably request to evidence the termination of such Transaction Lien or the release of such Collateral, as the case may be.

SECTION 20. Additional Lien Grantors. Any Subsidiary may become a party hereto by signing and delivering to the Agent a Security Agreement Supplement, whereupon such Subsidiary shall become a “Lien Grantor” as defined herein.

SECTION 21. Notices. Each notice, request or other communication given to any party hereunder shall be given or made in accordance with Section 10.01 of the Loan Agreement.

SECTION 22. No Implied Waivers; Remedies Not Exclusive. No failure by the Agent or any Secured Party to exercise, and no delay in exercising and no course of dealing with respect to, any right or remedy under any Security Document shall operate as a waiver thereof; nor shall any single or partial exercise by the Agent or any Secured Party of any right or remedy under any Loan Document preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies specified in the Loan Documents are cumulative and are not exclusive of any other rights or remedies provided by law.

SECTION 23. Successors and Assigns. This Agreement is for the benefit of the Agent and the Secured Parties. If all or any part of any Secured Party’s interest in any Secured Obligation is assigned or otherwise transferred in a transaction permitted under the Loan Agreement, the transferor’s rights hereunder, to the extent applicable to the obligation so transferred, shall be automatically transferred with such obligation. This Agreement shall be binding on the Lien Grantors and their respective successors and assigns.

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SECTION 24. Amendments and Waivers. Neither this Agreement nor any provision hereof may be waived, amended, modified or terminated except pursuant to an agreement or agreements in writing entered into by the Agent, with the consent of such Lenders as are required to consent thereto under Section 10.09 of the Loan Agreement. No such waiver, amendment or modification shall (i) be binding upon any Lien Grantor, except with the written consent of the Borrowers, or (ii) affect the rights of a Secured Party (other than a Lender) hereunder more adversely than it affects the comparable rights of the Lenders hereunder, without the consent of such Secured Party.

SECTION 25. Choice of Law. This Agreement shall be construed in accordance with and governed by the laws of the State of New York, except as otherwise required by mandatory provisions of law and except to the extent that remedies provided by the laws of any jurisdiction other than the State of New York are governed by the laws of such jurisdiction.

SECTION 26. Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 27. Severability. Any provision of any Security Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 28. Loan Agreement. In the event of any conflict or inconsistency between the provisions of the Loan Agreement and this Agreement but subject to Section 29, the provisions of the Loan Agreement shall control.

SECTION 29. Intercreditor Agreement. Reference is made to the Intercreditor Agreement Notwithstanding anything herein to the contrary, the lien and security interest granted to the Agent, for the benefit of the Secured Parties, pursuant to this Agreement and the exercise of any right or

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remedy by the Agent and the other Secured Parties hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any conflict or inconsistency between the provisions of the Intercreditor Agreement and this Agreement, the provisions of the Intercreditor Agreement shall control.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

TOWER AUTOMOTIVE HOLDINGS USA, LLC, as US Borrower and Guarantor with respect to the Secured Obligations of the European Loan Parties
By:	/s/ Dev B. Kapadia
	Name:	Dev B. Kapadia
	Title:	President

JPMORGAN CHASE BANK, N.A., as Agent
By:	/s/ Richard W. Duker
	Name:	Richard W. Duker
	Title:	Managing Director

Guarantors:
TOWER AUTOMOTIVE HOLDINGS I, LLC
By:	/s/ Dev B. Kapadia
	Name:	Dev B. Kapadia
	Title:	President

TOWER AUTOMOTIVE HOLDINGS II(a), LLC
By:	/s/ Dev B. Kapadia
	Name:	Dev B. Kapadia
	Title:	President

TOWER AUTOMOTIVE HOLDINGS II(b), LLC
By:	/s/ Dev B. Kapadia
	Name:	Dev B. Kapadia
	Title:	President

TOWER AUTOMOTIVE OPERATIONS USA I, LLC
By:	/s/ Dev B. Kapadia
	Name:	Dev B. Kapadia
	Title:	President

TOWER AUTOMOTIVE OPERATIONS USA II, LLC
By:	/s/ Dev B. Kapadia
	Name:	Dev B. Kapadia
	Title:	President

EX-10.13

Exhibit 10.13

EXECUTION COPY

INTERCREDITOR AGREEMENT

INTERCREDITOR AGREEMENT (this “Agreement”) dated as of July 31, 2007, among JPMORGAN CHASE BANK, N.A., as Representative with respect to the ABL Credit Agreement, JPMORGAN CHASE BANK, N.A., as Representative with respect to the First Lien Term Loan Agreement, GOLDMAN SACHS CREDIT PARTNERS L.P., as Representative with respect to the Second Lien Term Loan Agreement and Subagent, JPMORGAN CHASE BANK, N.A., as European Collateral Agent and Representative with respect to the European Collateral and the Dutch Collateral, TOWER AUTOMOTIVE HOLDINGS USA, LLC, (the “US Borrower”), TOWER AUTOMOTIVE HOLDINGS EUROPE B.V., (the “European Borrower” and, together with the US Borrower, the “Borrowers”), and each of the other Loan Parties party hereto.

WHEREAS, the US Borrower, the US Guarantors, JPMorgan Chase Bank, N.A., as administrative agent, and certain financial institutions are parties to that certain Revolving Credit and Guaranty Agreement dated as of July 31, 2007 (the “ABL Credit Agreement”), pursuant to which such financial institutions have agreed to make loans and extend other financial accommodations to the US Borrower; and

WHEREAS, the Borrowers, the US Guarantors, JPMorgan Chase Bank, N.A., as administrative agent, and certain financial institutions are parties to that certain First Lien Term Loan and Guaranty Agreement dated as of July 31, 2007 (the “First Lien Term Loan Agreement”), pursuant to which such financial institutions have agreed to make loans and extend other financial accommodations to the Borrowers; and

WHEREAS, the Borrowers, the US Guarantors, Goldman Sachs Credit Partners L.P., as administrative agent, and certain financial institutions are parties to that certain Second Lien Term Loan and Guaranty Agreement dated as of July 31, 2007 (the “Second Lien Term Loan Agreement”), pursuant to which such financial institutions have agreed to make loans to the Borrowers; and

WHEREAS, the US Borrower, the US Guarantors and JPMorgan Chase Bank, N.A., as agent (in such capacity, the “ABL Agent”) are parties to that certain ABL Security Agreement, dated as of July 31, 2007 (the “ABL Security Agreement”); and

WHEREAS, the US Borrower, the US Guarantors and JPMorgan Chase Bank, N.A., as agent (in such capacity, the “First Lien Term Loan Agent”) are parties to that certain First Lien Term Loan Facility Security Agreement, dated as of July 31, 2007 (the “First Lien Term Loan Security Agreement”);

WHEREAS, the US Borrower, the US Guarantors and Goldman Sachs Credit Partners L.P., as agent (in such capacity, the “Second Lien Term Loan Agent”) are parties to that certain Second Lien Term Loan Facility Security Agreement, dated as of July 31, 2007 (the “Second Lien Term Loan Security Agreement”); and

WHEREAS, the European Borrower has granted liens on certain of its assets to secure its obligations under the First Lien Term Loan Agreement and the Second Lien Term Loan Agreement, and certain non-U.S. Loan Parties have guaranteed those obligations and granted liens on certain of their assets to secure such guarantees; and

WHEREAS, notwithstanding that a single security interest will be granted in the European Collateral and the Dutch Collateral pursuant to the Foreign Collateral Documents (as defined in the First Lien Term Loan Agreement), the applicable Loan Parties and the applicable Secured Parties intend that the holders of the First Priority Obligations and Second Priority Obligations with respect to the European Collateral and the Dutch Collateral have rights and obligations equivalent to those that will be created pursuant to this Agreement in respect of the ABL Collateral and the US Term Collateral (to the extent permitted by applicable law), as more fully described in Section 1.2; and

WHEREAS, it is the desire of the parties hereto to set forth their respective rights and priorities with respect to the Common Collateral (as defined herein);

NOW THEREFORE, in consideration of the foregoing and the mutual covenants herein contained and other good and valuable consideration, the existence and sufficiency of which is expressly recognized by all of the parties hereto, the parties agree as follows:

SECTION 1.

1.1 Definitions. The following terms, as used herein, have the following meanings:

“ABL Agent” has the meaning set forth in the fourth WHEREAS clause of this Agreement.

“ABL Collateral” means (i) all accounts and inventory of the US Borrower and the US Guarantors and proceeds thereof (as each of such terms is defined in the Uniform Commercial Code as in effect in the State of New York on the date hereof) and (ii) any other Common Collateral which constitutes “Eligible Machinery & Equipment”, “Additional Eligible Machinery & Equipment”, “Eligible Real Property” or “Additional Eligible Real Property” under the ABL Credit Agreement, and the proceeds thereof.

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“ABL Credit Agreement” has the meaning set forth in the first WHEREAS clause of this Agreement, and any replacement agreement in connection with any Refinancing of Indebtedness thereunder permitted hereby, as any such agreement may be amended, supplemented or otherwise modified in accordance with the terms hereof and thereof.

“ABL Credit Agreement Loan Documents” means the “Loan Documents” as defined in the ABL Credit Agreement.

“ABL Required Lenders” means the “Required Lenders” as defined in the ABL Credit Agreement.

“ABL Secured Obligations” means all “Secured Obligations” as defined in the ABL Credit Agreement.

“ABL Security Agreement” has the meaning set forth in the fourth WHEREAS clause of this Agreement.

“ABL Termination Date” means the first date on which the Release Conditions (as defined in the ABL Security Agreement) are met.

“Adequate Protection Liens” means any Liens granted in any Insolvency Proceeding to any Secured Party as adequate protection of the Secured Obligations held by such Secured Party.

“Bankruptcy Code” means the United States Bankruptcy Code (11 U.S.C. §101 et seq.), as amended from time to time.

“Borrowers” has the meaning set forth in the preamble of this Agreement.

“Class” refers to the determination in relation to any particular Type of Common Collateral or any particular Type of Other Collateral, (i) with respect to any Secured Obligations, whether such Secured Obligations are First Priority Obligations, Second Priority Obligations or Third Priority Obligations and (ii) with respect to any Secured Party, whether such Secured Party is a First Priority Secured Party, a Second Priority Secured Party or a Third Priority Secured Party.

“Closing Date” means July 31, 2007.

“Common Collateral” means the ABL Collateral and the Other Collateral.

“Comparable Second Lien Security Document” means, in relation to any Common Collateral subject to any First Priority Document, that Second Priority Document that creates a security interest in the same Common Collateral, granted by the same Loan Party, as applicable.

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“Comparable Third Lien Security Document” means, in relation to any Common Collateral (other than the European Collateral) subject to any First Priority Document or any Second Priority Document, that Third Priority Document that creates a security interest in the same Common Collateral (other than the European Collateral), granted by the same Loan Party, as applicable.

“Corresponding First Type” means (i) with respect to the US Term Collateral and the Dutch Collateral, the First Lien Term Loan Facility Secured Obligations and (ii) with respect to the European Collateral, the First Lien Term Loan Facility Secured Obligations of the European Loan Parties.

“Corresponding Second Type” means (i) with respect to the US Term Collateral and the Dutch Collateral, the Second Lien Term Loan Facility Secured Obligations and (ii) with respect to the European Collateral, the Second Lien Term Loan Facility Secured Obligations of the European Loan Parties.

“Dutch Collateral” means all assets that are subject to Liens under and pursuant to the Dutch law governed pledge over receivables dated on or about the date hereof granted by each of Tower Automotive Holdings USA, LLC, Tower Automotive Holdings II(a), LLC and Tower Automotive Holdings II(b), LLC to JPMorgan Chase Bank, N.A., in its capacity as First Priority Representative and European Collateral Agent.

“Enforcement Action” means, with respect to any Class of Secured Obligations, any demand for payment or acceleration thereof, the exercise of any rights and remedies with respect to any Common Collateral securing such obligations or the commencement or prosecution of enforcement of any of the rights and remedies under the Loan Documents of such Class, or applicable law, including without limitation the exercise of any rights of set-off or recoupment, and the exercise of any rights or remedies of a secured creditor under the Uniform Commercial Code, the Bankruptcy Code or other similar creditors’ rights, bankruptcy, insolvency, reorganization or similar laws of any applicable jurisdiction.

“European Borrower” has the meaning set forth in the preamble of this Agreement.

“European Collateral” means all assets that are subject to Liens securing (i) obligations under and pursuant to either or both of the Foreign Subsidiary Guarantees and (ii) obligations of the European Borrower under and pursuant to the First Lien Term Loan Agreement and/or the Second Lien Term Loan Agreement, which liens are granted by Loan Parties not incorporated or tax resident in the United States of America or any state thereof, and all rights and benefits of the First Priority Representative and/or the European Collateral Agent under the Foreign Subsidiary Guarantees.

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“European Collateral Agent” has the meaning given such term in Section 8.12.

“European Loan Party” shall mean the European Borrower and each Foreign Subsidiary that has become a party to a Foreign Subsidiary Guarantee.

“First Lien Term Loan Agent” has the meaning set forth in the fifth WHEREAS clause of this Agreement.

“First Lien Term Loan Agreement” has the meaning set forth in the second WHEREAS clause of this Agreement, and any replacement agreement in connection with any Refinancing of Indebtedness thereunder permitted hereby, as any such agreement may be amended, supplemented or otherwise modified in accordance with the terms hereof and thereof.

“First Lien Term Loan Agreement Loan Documents” means the “Loan Documents” as defined in the First Lien Term Loan Agreement.

“First Lien Term Loan Facility Secured Obligations” means all “Secured Obligations” as defined in the First Lien Term Loan Agreement.

“First Lien Term Loan Facility Termination Date” means the first date on which the Release Conditions (as defined in the First Lien Term Loan Security Agreement) are met.

“First Lien Term Loan Required Lenders” means the “Required Lenders” as defined in the First Lien Term Loan Agreement.

“First Lien Term Loan Security Agreement” has the meaning set forth in the fifth WHEREAS clause of this Agreement.

“First Priority Documents” means, with respect to any Type of Common Collateral, the Loan Documents governing the related First Priority Obligations.

“First Priority Lien” means any Lien on any Type of Common Collateral securing any First Priority Obligation.

“First Priority Obligations” means (i) with respect to the ABL Collateral, all ABL Secured Obligations and (ii) with respect to each Type of Other Collateral, all First Lien Term Loan Facility Secured Obligations of the Corresponding First Type. To the extent any payment with respect to any First Priority Obligation (whether by or on behalf of any Loan Party, as proceeds of security, enforcement of any right of setoff or otherwise) is declared to be a fraudulent conveyance or a preference in any respect, set aside or required to be paid to a debtor in possession, any Second Priority Secured Party, Third Priority Secured Party, receiver or similar Person, then the obligation or part thereof originally intended to be satisfied shall, for the purposes of this Agreement and the rights and obligations of the First Priority Secured Parties, the Second Priority Secured Parties and the Third Priority Secured Parties, be deemed to be reinstated and outstanding as if such payment had not occurred.

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“First Priority Obligations Payment Date” means, with respect to each Type of Common Collateral the first date on which (i) the First Priority Obligations (other than those that constitute Unasserted Contingent Obligations) with respect to such Common Collateral have been indefeasibly paid in cash in full (or, if applicable, cash collateralized or defeased in accordance with the terms of the applicable First Priority Documents), (ii) all commitments to extend credit under the applicable First Priority Documents have been terminated, (iii) there are no outstanding letters of credit or similar instruments issued under the applicable First Priority Documents (other than such as have been cash collateralized or defeased in accordance with the terms of the applicable First Priority Documents), and (iv) the First Priority Representative with respect to such Common Collateral has delivered a written notice to the Second Priority Representative and the Third Priority Representative with respect to such Common Collateral stating that the events described in clauses (i), (ii) and (iii) have occurred to the satisfaction of the First Priority Secured Parties with respect to such Common Collateral. For avoidance of doubt, a Refinancing of First Priority Obligations shall not give rise to the First Priority Obligations Payment Date unless the terms thereof expressly so provide with reference to this Agreement.

“First Priority Representative” means, with respect to each Type of Common Collateral, the Representative for the holders of the First Priority Obligations with respect to such Common Collateral.

“First Priority Secured Parties” means, with respect to each Type of Common Collateral, the First Priority Representative and the holders of the First Priority Obligations.

“First Priority Security Documents” means each agreement or document granting or purporting to grant a Lien on any Common Collateral to secure First Priority Obligations.

“Foreign Subsidiary Guarantees” means the Foreign Subsidiary Guarantee as defined in the First Lien Term Loan Agreement (as in effect on the date hereof) and the Foreign Subsidiary Guarantee as defined in the Second Lien Term Loan Agreement (as in effect on the date hereof).

“Governmental Authority” shall mean the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

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“Indebtedness” shall mean and includes all obligations that constitute “Indebtedness”, as defined in the ABL Credit Agreement, the First Lien Term Loan Agreement or the Second Lien Term Loan Agreement, as applicable.

“Insolvency Proceeding” means any proceeding in respect of bankruptcy, insolvency, winding up, receivership, dissolution or assignment for the benefit of creditors, in each of the foregoing events whether under the Bankruptcy Code or any similar federal, state or foreign bankruptcy, insolvency, reorganization, receivership or similar law.

“Lien” shall mean (a) any mortgage, deed of trust, pledge, hypothecation, security interest, encumbrance, lien or charge of any kind whatsoever, (b) the interest of a vendor or a lessor under any conditional sale, capital lease or other title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Loan Document” means any of the ABL Credit Agreement Loan Documents, the First Lien Term Loan Agreement Loan Documents or the Second Lien Term Loan Agreement Loan Documents.

“Loan Party” means the US Borrower, the European Borrower and each other Person that has granted a Lien on any assets that constitute Common Collateral or guaranteed any Secured Obligations.

“Mortgage” means mortgage, deed of trust, leasehold mortgage, assignment of leases and rents, modifications and any other agreement, document or instrument pursuant to which any Lien on real property is granted to secure any Secured Obligations or under which rights or remedies with respect to any such Lien are governed.

“Other Collateral” means the US Term Collateral or the European Collateral or the Dutch Collateral.

“Person” means any natural person, corporation, division of a corporation, partnership, limited liability company, trust, joint venture, association, company, estate, unincorporated organization or Governmental Authority or any agency or political subdivision thereof.

“Post-Petition Interest” means any interest, fees, expenses or other amount that accrues or would have accrued after the commencement of any Insolvency Proceeding, whether or not allowed or allowable in any such Insolvency Proceeding.

“Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, restructure or replace or to issue other Indebtedness in exchange or replacement for, such Indebtedness, in whole or in part. “Refinanced” and “Refinancing” shall have correlative meanings.

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“Representative” means the agent, trustee, or other representative for the holders of the Secured Obligations of any Class designated pursuant to the applicable Loan Documents.

“Second Lien Term Loan Agent” has the meaning set forth in the sixth WHEREAS clause of this Agreement.

“Second Lien Term Loan Agreement” has the meaning set forth in the third WHEREAS clause of this Agreement, and any replacement agreement in connection with any Refinancing of Indebtedness thereunder permitted hereby, as any such agreement may be amended, supplemented or otherwise modified in accordance with the terms hereof and thereof.

“Second Lien Term Loan Agreement Loan Documents” means the “Loan Documents” as defined in the Second Lien Term Loan Agreement.

“Second Lien Term Loan Facility Secured Obligations” means all “Secured Obligations” as defined in the Second Lien Term Loan Agreement.

“Second Lien Term Loan Facility Termination Date” means the first date on which the Release Conditions (as defined in the Second Lien Term Loan Security Agreement) are met.

“Second Lien Term Loan Required Lenders” means the “Required Lenders” as defined in the Second Lien Term Loan Agreement.

“Second Lien Term Loan Security Agreement” has the meaning set forth in the sixth WHEREAS clause of this Agreement.

“Second Priority Documents” means, with respect to any Type of Common Collateral, the Loan Documents governing the related Second Priority Obligations.

“Second Priority Lien” means any Lien on any Type of Common Collateral securing any Second Priority Obligation.

“Second Priority Obligations” means (i) with respect to the ABL Collateral, all First Lien Term Loan Facility Secured Obligations and (ii) with respect to each Type of Other Collateral, all Second Lien Term Loan Facility Secured Obligations of the Corresponding Second Type. To the extent any payment with respect to any Second Priority Obligation (whether by or on behalf of any Loan Party, as proceeds of security, enforcement of any right of setoff or otherwise) is declared to be a fraudulent conveyance or a preference in any respect, set aside or required to be paid to a debtor in possession, any First Priority Secured Party, Third Priority Secured Party, receiver or similar Person,

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then the obligation or part thereof originally intended to be satisfied shall, for the purposes of this Agreement and the rights and obligations of the First Priority Secured Parties, the Second Priority Secured Parties and the Third Priority Secured Parties, be deemed to be reinstated and outstanding as if such payment had not occurred.

“Second Priority Obligations Payment Date” means, with respect to each Type of Common Collateral, the first date after the First Priority Obligations Payment Date with respect to such Common Collateral on which (i) the Second Priority Obligations (other than those that constitute Unasserted Contingent Obligations) with respect to such Common Collateral have been indefeasibly paid in cash in full (or, if applicable, cash collateralized or defeased in accordance with the terms of the applicable Second Priority Documents), (ii) all commitments to extend credit under the applicable Second Priority Documents have been terminated, (iii) there are no outstanding letters of credit or similar instruments issued under the applicable Second Priority Documents (other than such as have been cash collateralized or defeased in accordance with the terms of the applicable Second Priority Documents) and (iv) the Second Priority Representative with respect to such Common Collateral has delivered a written notice to the Third Priority Representative with respect to such Common Collateral stating that the events described in clauses (i), (ii) and (iii) have occurred to the satisfaction of the Second Priority Secured Parties with respect to such Common Collateral. For avoidance of doubt, a Refinancing of Second Priority Obligations shall not give rise to the Second Priority Obligations Payment Date unless the terms thereof expressly so provide with reference to this Agreement.

“Second Priority Representative” means, with respect to each Type of Common Collateral, the Representative for the holders of the Second Priority Obligations with respect to such Common Collateral.

“Second Priority Secured Parties” means, with respect to each Type of Common Collateral, the Second Priority Representative and the holders of the Second Priority Obligations with respect to such Common Collateral.

“Second Priority Security Documents” means each agreement or document granting or purporting to grant a Lien on any Common Collateral to secure Second Priority Obligations.

“Secured Obligations” means the First Priority Obligations, the Second Priority Obligations and the Third Priority Obligations.

“Secured Parties” means the First Priority Secured Parties, the Second Priority Secured Parties and the Third Priority Secured Parties.

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“Third Priority Documents” means, with respect to any Type of Common Collateral (other than the European Collateral), the Loan Documents governing the related Third Priority Obligations.

“Third Priority Lien” means any Lien on any Common Collateral of a particular Type (other than the European Collateral) securing any Third Priority Obligation.

“Third Priority Obligations” means (i) with respect to the ABL Collateral, all Second Lien Term Loan Facility Secured Obligations and (ii) with respect to the US Term Collateral and the Dutch Collateral, all ABL Secured Obligations. To the extent any payment with respect to any Third Priority Obligation (whether by or on behalf of any Loan Party, as proceeds of security, enforcement of any right of setoff or otherwise) is declared to be a fraudulent conveyance or a preference in any respect, set aside or required to be paid to a debtor in possession, any First Priority Secured Party, Second Priority Secured Party, receiver or similar Person, then the obligation or part thereof originally intended to be satisfied shall, for the purposes of this Agreement and the rights and obligations of the First Priority Secured Parties, the Second Priority Secured Parties and the Third Priority Secured Parties, be deemed to be reinstated and outstanding as if such payment had not occurred.

“Third Priority Representative” means, with respect to any Type of Common Collateral (other than the European Collateral), the Representative for the holders of the Third Priority Obligations with respect to such Common Collateral. For the avoidance of doubt, there is no Third Priority Representative with respect to the European Collateral.

“Third Priority Secured Parties” means, with respect to any Type of Common Collateral (other than the European Collateral), the Third Priority Representative and the holders of the Third Priority Obligations with respect to such Common Collateral (excluding, for the avoidance of doubt, European Collateral). For the avoidance of doubt, there are no Third Priority Secured Parties with respect to the European Collateral.

“Third Priority Security Documents” means, with respect to each Type of Common Collateral (other than the European Collateral), each agreement or document granting or purporting to grant a Lien on such Common Collateral to secure Third Priority Obligations.

“Type” (a) when used to describe any Common Collateral, refers to (i) whether such Common Collateral is ABL Collateral or Other Collateral (and, for purposes of this clause (i), whether such Other Collateral is Dutch Collateral, US Term Collateral or European Collateral) and (b) when used to describe any Other Collateral, refers to whether such Other Collateral (which, for the avoidance of doubt, is also Common Collateral) is Dutch Collateral, US Term Collateral or European Collateral.

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“Unasserted Contingent Obligations” means, at any time, with respect to any Class of Secured Obligations, Secured Obligations of such Class for taxes, costs, indemnifications, reimbursements, damages and other liabilities (excluding (i) the principal of, and interest and premium (if any) on, and fees and expenses relating to, any Secured Obligation of such Class and (ii) contingent reimbursement obligations in respect of amounts that may be drawn under outstanding letters of credit) in respect of which no assertion of liability (whether oral or written) and no claim or demand for payment (whether oral or written) has been made (and, in the case of Secured Obligations of such Class for indemnification, no notice for indemnification has been issued by the indemnitee) at such time.

“Uniform Commercial Code” means the Uniform Commercial Code as in effect from time to time in the State of New York.

“US Borrower” has the meaning set forth in the preamble of this Agreement.

“US Guarantors” has the meaning given such term in the First Lien Term Loan Agreement.

“US Term Collateral” means all assets that are subject to Liens granted by US Loan Parties and that are not ABL Collateral or Dutch Collateral.

1.2 Interpretive and Other Provisions Regarding the European Collateral and the Dutch Collateral.

(a) With respect to the European Collateral any reference contained herein to Third Priority Documents, Third Priority Liens, Third Priority Obligations, Third Priority Representative, Third Priority Secured Parties or Third Priority Security Documents (each, a “Third Priority Term”) shall not be given effect, and any provision containing any such reference shall be given effect without regard to the existence of any such Third Priority Term(s). As described in the recitals hereto, with respect to the European Collateral and the Dutch Collateral, there may be First Priority Obligations and Second Priority Obligations (and, in the case of the Dutch Collateral, Third Priority Obligations), but a single security interest in such assets is being granted pursuant to the Foreign Collateral Documents.

(b) With respect to the European Collateral and the Dutch Collateral, (i) references to the existence of separate Security Documents in respect of the First Priority Obligations and Second Priority Obligations shall be deemed to be references to separate and common Security Documents and (ii) references to the priority of Liens shall be deemed to be references to the order of priority in application of the proceeds realized upon any Enforcement Action with respect to such European Collateral and/or Dutch Collateral, as applicable, as provided in Section 4.1.

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(c) To give effect to the intent of the parties hereto with respect to the European and the Dutch Collateral as described in the recitals hereto, (i) each provision contained herein that purports to restrict the rights of any Second Priority Secured Party to take (or to refrain from taking) any action with respect to the European Collateral and the Dutch Collateral shall be deemed to be a comparable restriction on the rights of the European Collateral Agent to act upon any instructions to take (or to refrain from taking) such action that it may be given, whether by the Second Priority Secured Parties or otherwise, and (ii) each provision contained herein that purports to grant rights to any Second Priority Secured Party to take (or to refrain from taking) any action with respect to the European Collateral and the Dutch Collateral shall be deemed to impose a comparable obligation on the European Collateral Agent to act upon any instructions to take (or to refrain from taking) such action that it may be given by the Second Priority Secured Parties.

(d) Insofar as any provision of the Bankruptcy Code is or would be inapplicable (as a matter of applicable local law) to any of the European Borrower, any other Person that has granted Liens securing obligations under or pursuant to the Foreign Subsidiary Guarantee or any European Collateral, such provision shall be given effect under local law, mutatis mutandis, to the fullest extent permitted by local law.

(e) Insofar as any of the provisions contained herein are or would be inapplicable to any holder of any obligation secured by a Lien on European Collateral or Dutch Collateral or to any European Collateral or Dutch Collateral, or would be inconsistent with any of the provisions of the Foreign Subsidiary Guarantees or of the Foreign Collateral Documents granting or purporting to grant such a Lien (including, for the avoidance of doubt but without limitation, the provisions of Section 5.7, 6(b) and 6(c)), the provisions contained herein shall be given effect, mutatis mutandis, to the fullest extent not inconsistent with such Foreign Guarantee or the Foreign Collateral Documents.

(f) In any Insolvency Proceeding other than under the Bankruptcy Code, the holders of each Class of Secured Obligations with respect to the European Collateral and the Dutch Collateral shall be, mutatis mutandis, and to the fullest extent permitted by applicable law, subject to provisions comparable to those set forth herein governing the relative rights and obligations of holders of Secured Obligations of different priority (such as, for example, the provisions of Sections 5.2, 5.4, 5.8, 5.9, 5.10 (the proviso thereto) and 5.11).

(g) For the avoidance of doubt, the Second Priority Representative with respect to the European Collateral and the Second Priority Representative with respect to the Dutch Collateral is the European Collateral Agent, as defined in and appointed pursuant to Section 8.12, or any successor thereto.

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SECTION 2. Lien Priorities.

2.1 Subordination of Liens.

(a) Any and all Second Priority Liens now existing or hereafter created or arising, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, are expressly junior in priority, operation and effect to any and all First Priority Liens now existing or hereafter created or arising, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the UCC or any applicable law or any First Priority Document or Second Priority Document or any other circumstance whatsoever and (iii) the fact that any such First Priority Liens are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.

(b) Any and all Third Priority Liens now existing or hereafter created or arising, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, are expressly junior in priority, operation and effect to any and all First Priority Liens and Second Priority Liens now existing or hereafter created or arising, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Third Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the UCC or any applicable law or any First Priority Document, Second Priority Document or Third Priority Document or any other circumstance whatsoever and (iii) the fact that any such First Priority Liens or Second Priority Liens are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Third Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.

(c) No Secured Party shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in the Common Collateral granted to any other Secured Party. No Second Priority Secured Party and no Third Priority Secured Party shall take, or cause to be taken, any action the purpose of which is to make any Second Priority Lien or Third Priority Lien pari passu with or senior to the First Priority Lien, and no Third Priority Secured Party shall take, or cause to be taken, any action the purpose of which is to make any Third Priority Lien pari passu with or senior to the Second Priority Lien. It is understood that

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nothing in this clause (c) is intended to prohibit any Second Priority Secured Party or Third Priority Secured Party from exercising any rights expressly granted to it under this Agreement.

(d) Notwithstanding any failure by any Secured Party to perfect its security interests in the Common Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in the Common Collateral granted to such Secured Party, the priority and rights as among the Secured Parties with respect to the Common Collateral shall be as set forth herein.

2.2 Nature of Obligations. Each Secured Party acknowledges that certain of the Secured Obligations are revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of such Secured Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the Secured Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Secured Parties (except to the extent required under Section 6) and without affecting the provisions hereof. The lien priorities provided in Section 2.1 shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of or waiver, consent or accommodation with respect to, any Secured Obligations, or any portion thereof, except as permitted under Section 6.

2.3 Agreements Regarding Actions to Perfect Liens.

(a) With respect to each Type of Common Collateral, the Second Priority Representative agrees, on behalf of itself and the other Second Priority Secured Parties, and the Third Priority Representative agrees, on behalf of itself and the other Third Priority Secured Parties, that UCC-1 financing statements, patent, trademark or copyright filings or other filings or recordings filed or recorded by or on behalf of such Second Priority Representative or any other Second Priority Secured Party (or any agent or other representative thereof) or such Third Priority Representative or any other Third Priority Secured Party (or any agent or other representative thereof) shall be in form reasonably satisfactory to the First Priority Representative.

(b) With respect to each Type of Common Collateral, the First Priority Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over such Common Collateral pursuant to the First Priority Documents, such possession or control is also for the benefit of the Second Priority Representative and the other Second Priority Secured Parties and the Third Priority Representative and the other Third Priority Secured Parties, but solely to the extent required to perfect their security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any

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duty on the First Priority Representative (or any third party acting on its behalf) with respect to such Common Collateral or provide any Second Priority Representative or any other Second Priority Secured Party or any Third Priority Representative or any other Third Priority Secured Party with respect to such Common Collateral with any rights with respect to such Common Collateral beyond those specified in this Agreement and the Second Priority Documents or the Third Priority Documents, as the case may be, provided that with respect to each Type of Common Collateral, after the First Priority Obligations Payment Date, the First Priority Representative shall (x) deliver to the Second Priority Representative (and each Loan Party hereby directs such First Priority Representative to so deliver and the Third Priority Representative on behalf of itself and the other Third Priority Secured Parties, consents to such delivery) at the Borrowers’ sole cost and expense, any stock certificates or promissory notes evidencing or constituting such Common Collateral in its possession together with any necessary endorsements or (y) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs, and provided, further, that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the First Priority Secured Parties, the Second Priority Secured Parties and the Third Priority Secured Parties and shall not impose on the First Priority Secured Parties any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

(c) Other than as set forth in the first proviso to the second sentence of the immediately preceding clause (b), any First Priority Secured Party with physical possession of or control over Common Collateral shall not have any duty or liability to protect or preserve any rights pertaining to any of such Common Collateral and, except for gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction, each Second Priority Secured Party and each Third Priority Secured Party hereby waives and releases such Person from all claims and liabilities arising pursuant to such Person’s role as bailee with respect to such Common Collateral.

2.4 No New Liens. The parties hereto agree that there shall be no Lien, and no Loan Party shall have any right to create any Lien, on any asset of such Loan Party securing any Secured Obligation of such Loan Party if such asset is not also subject to a Lien securing each other Secured Obligation of such Loan Party, except that nothing contained in this Section 2.4 shall preclude (i) the First Priority Secured Parties from being granted Adequate Protection Liens regardless of whether any Adequate Protection Liens are granted to the holders of any other Secured Obligations or (ii) the Second Priority Secured Parties and Third Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.4. If any Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Loan Party securing the Secured Obligations of such Loan Party (other than any Adequate Protection Liens that may be granted to the First Priority Secured Parties), which assets are not also

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subject to a Lien securing the other Secured Obligations of such Loan Party as required by the first sentence of this Section 2.4, then such Secured Party shall, without the need for any further consent of any other Secured Party, and notwithstanding anything to the contrary in any Loan Document, be deemed to hold and have held such Lien for the benefit of the Secured Parties holding Secured Obligations that are required to have a Lien on such assets by the first sentence of this Section 2.4 (and each such Lien so deemed to have been held shall be subject in all respects to the provisions of this Agreement, including without limitation the lien subordination provisions set forth in Section 2.1).

SECTION 3. Enforcement Rights.

3.1 Exclusive Enforcement.

(a) With respect to each Type of Common Collateral, until the First Priority Obligations Payment Date, whether or not an Insolvency Proceeding has been commenced by or against any Loan Party, the First Priority Secured Parties shall have the exclusive right to take and continue (or refrain from taking or continuing) any Enforcement Action with respect to such Common Collateral, without any consultation with or consent of any Second Priority Secured Party or any Third Priority Secured Party with respect to such Common Collateral, but subject to the proviso set forth in Section 5.1. With respect to each Type of Common Collateral, upon the occurrence and during the continuance of a default or an event of default under the First Priority Documents (and subject to the provisions thereof), the First Priority Representative and the other First Priority Secured Parties may take and continue any Enforcement Action with respect to the applicable First Priority Obligations and such Common Collateral in such order and manner as they may determine in their sole discretion.

(b) With respect to each Type of Common Collateral, after the First Priority Obligations Payment Date but before the Second Priority Obligations Payment Date, whether or not an Insolvency Proceeding has been commenced by or against any Loan Party, the Second Priority Secured Parties shall have the exclusive right to take and continue (or refrain from taking or continuing) any Enforcement Action with respect to such Common Collateral, without any consultation with or consent of any Third Priority Secured Party with respect to such Common Collateral, but subject to the proviso set forth in Section 5.1.

3.2 Standstill and Waivers.

(a) With respect to each Type of Common Collateral, (i) the Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, and the Third Priority Representative, on behalf of itself and the other Third Priority Secured Parties, for the benefit of the First Priority Representative and each other First Priority Secured Party, agree that, until the First Priority Obligations Payment Date, subject to the proviso set forth in Section 5.1, they will not oppose, object to, interfere with, hinder or delay, in any manner, whether by

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judicial proceedings (including without limitation the filing of an Insolvency Proceeding) or otherwise, any foreclosure, sale, lease, exchange, transfer or other disposition of such Common Collateral pursuant to an Enforcement Action (or pursuant to a sale, lease, exchange or transfer as a result of which the Second Priority Lien and the Third Priority Lien, are automatically released pursuant to Section 4.2(a)) or any other Enforcement Action taken by or on behalf of the First Priority Representative or any other First Priority Secured Party and (ii) the Third Priority Representative, on behalf of itself and the other Third Priority Secured Parties, agrees, for the benefit of the Second Priority Representative and each other Second Priority Secured Party, that, until the Second Priority Obligations Payment Date, subject to the proviso set forth in Section 5.1, they will not oppose, object to, interfere with, hinder or delay, in any manner, whether by judicial proceedings (including without limitation the filing of an Insolvency Proceeding) or otherwise, any foreclosure, sale, lease, exchange, transfer or other disposition of such Common Collateral pursuant to an Enforcement Action (or pursuant to a sale, lease, exchange or transfer as a result of which the Second Priority Lien and the Third Priority Lien, are automatically released pursuant to Section 4.2(a)) or any other Enforcement Action taken by or on behalf of the Second Priority Representative or any other Second Priority Secured Party;

(b) With respect to each Type of Common Collateral (i) the Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, and the Third Priority Representative, on behalf of itself and the other Third Priority Secured Parties, agree, for the benefit of the First Priority Representative and each other First Priority Secured Party, that until the First Priority Obligations Payment Date, they have no right to (x) direct the First Priority Representative or any other First Priority Secured Party to take any Enforcement Action with respect to such Common Collateral or (y) consent or object to the taking by the First Priority Representative or any other First Priority Secured Party of any Enforcement Action with respect to such Common Collateral or to the timing or manner thereof (or, to the extent they may have any such right described in this clause (b)(i) as a junior lien creditor, they hereby irrevocably waive such right) and (ii) the Third Priority Representative, on behalf of itself and the other Third Priority Secured Parties, agrees, for the benefit of the Second Priority Representative and each other Second Priority Secured Party, that until the Second Priority Obligations Payment Date, they have no right to (x) direct the Second Priority Representative or any other Second Priority Secured Party to take any Enforcement Action with respect to such Common Collateral or (y) consent or object to the taking by the Second Priority Representative or any other Second Priority Secured Party of any Enforcement Action with respect to such Common Collateral or to the timing or manner thereof (or, to the extent they may have any such right described in this clause (b)(ii) as a junior lien creditor, they hereby irrevocably waive such right);

(c) With respect to each Type of Common Collateral, (i) the Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, and the Third Priority Representative, on behalf of itself and the other

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Third Priority Secured Parties, agree, for the benefit of the First Priority Representative and each other First Priority Secured Party, that until the First Priority Obligations Payment Date, they will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against the First Priority Representative or any other First Priority Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, and none of the First Priority Representative nor any other First Priority Secured Party shall be liable for, any action taken or omitted to be taken by the First Priority Representative or any First Priority Secured Party with respect to such Common Collateral or pursuant to the First Priority Documents and (ii) the Third Priority Representative, on behalf of itself and the other Third Priority Secured Parties, agrees, for the benefit of the Second Priority Representative and each other Second Priority Secured Party, that until the Second Priority Obligations Payment Date, they will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against the Second Priority Representative or any other Second Priority Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, and none of the Second Priority Representative or any other Second Priority Secured Party shall be liable for, any action taken or omitted to be taken by the Second Priority Representative or any Second Priority Secured Party with respect to such Common Collateral or pursuant to the Second Priority Documents; provided that nothing in this Section 3.2(c) shall be construed to prevent or limit any party hereto from instituting any such suit or other proceeding to enforce the terms of this Agreement;

(d) With respect to each Type of Common Collateral, (i) the Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, and the Third Priority Representative, on behalf of itself and the other Third Priority Secured Parties, agree, for the benefit of the First Priority Representative and each other First Priority Secured Party, that until the First Priority Obligations Payment Date, they will not take any Enforcement Action with respect to such Common Collateral and (ii) the Third Priority Representative, on behalf of itself and the other Third Priority Secured Parties, agrees, for the benefit of the Second Priority Representative and each other Second Priority Secured Party, that until the Second Priority Obligations Payment Date, they will not take any Enforcement Action with respect to such Common Collateral;

(e) With respect to each Type of Common Collateral, (i) the Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, and the Third Priority Representative, on behalf of itself and the other Third Priority Secured Parties, agree, for the benefit of the First Priority Representative and each other First Priority Secured Party, that until the First Priority Obligations Payment Date, they will not commence judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or

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otherwise take any action to enforce their interest in or realize upon, such Common Collateral and (ii) the Third Priority Representative, on behalf of itself and the other Third Priority Secured Parties, agrees, for the benefit of the Second Priority Representative and each other Second Priority Secured Party, that until the Second Priority Obligations Payment Date, they will not commence judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce their interest in or realize upon, such Common Collateral; and

(f) With respect to each Type of Common Collateral, (i) the Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, and the Third Priority Representative, on behalf of itself and the other Third Priority Secured Parties, agree, for the benefit of the First Priority Representative and each other First Priority Secured Party, that until the First Priority Obligations Payment Date, they will not seek, and hereby waive any right, to have such Common Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Common Collateral and (ii) the Third Priority Representative, on behalf of itself and the other Third Priority Secured Parties, agrees, for the benefit of the Second Priority Representative and each other Second Priority Secured Party, that until the Second Priority Obligations Payment Date, they will not seek, and hereby waive any right, to have such Common Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Common Collateral

3.3 Judgment Creditors. In the event that any Second Priority Secured Party or Third Priority Secured Party becomes a judgment lien creditor as a result of its enforcement of its rights as an unsecured creditor in respect of its Second Priority Obligations or Third Priority Obligations, as the case may be (it being understood that any such party may exercise its rights and remedies as an unsecured creditor against the relevant Loan Parties in accordance with the terms of the Second Priority Documents or Third Priority Documents, as applicable, and applicable law, provided that such exercise of rights or remedies is not a violation of this Agreement), such judgment lien shall be subject to the terms of this Agreement for all purposes (including in relation to the First Priority Liens and the First Priority Obligations and the Second Priority Liens and the Second Priority Obligations, as applicable) to the same extent as all other Second Priority Liens (created pursuant to the Second Priority Documents) or all other Third Priority Liens (created pursuant to the Third Priority Documents), as the case may be, subject to this Agreement.

3.4 Cooperation. With respect to each Type of Common Collateral, the Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, and the Third Priority Representative, on behalf of itself and the other Third Priority Secured Parties, agree that each of them shall take such actions as the First Priority Representative shall reasonably request in

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connection with an Enforcement Action or the exercise by the First Priority Secured Parties of their rights set forth herein. With respect to each Type of Common Collateral, after the First Priority Obligations Payment Date and prior to the Second Priority Obligations Payment Date, the Third Priority Representative, on behalf of itself and the other Third Priority Secured Parties, agree that each of them shall take such actions as the Second Priority Representative shall reasonably request in connection with an Enforcement Action or the exercise by the Second Priority Secured Parties of their rights set forth herein.

3.5 No Additional Rights for the Loan Parties Hereunder. Except as provided in Section 3.6, if any Secured Party shall enforce its rights or remedies in violation of the terms of this Agreement, no Loan Party shall be entitled to use such violation as a defense to any action by any Secured Party, nor to assert such violation as a counterclaim or basis for set off or recoupment against any Secured Party.

3.6 Actions Upon Breach.

(a) With respect to each Type of Common Collateral, if any Second Priority Secured Party or Third Priority Secured Party commences or participates in any action or proceeding against any Loan Party in respect of the such Common Collateral contrary to this Agreement, such Loan Party, with the prior written consent of the First Priority Secured Representative, may interpose as a defense or dilatory plea the making of this Agreement, and any First Priority Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Loan Party. With respect to each Type of Common Collateral , after the First Priority Obligations Payment Date and prior to the Second Priority Obligations Payment Date, if any Third Priority Secured Party commences or participates in any action or proceeding against any Loan Party in respect of such Common Collateral contrary to this Agreement, any Second Priority Secured Party may intervene and interpose the making of this Agreement as a defense or dilatory plea, in its name or in the name of such Loan Party.

(b) With respect to each Type of Common Collateral, if any Second Priority Secured Party (or any agent or other representative thereof) or any Third Priority Secured Party (or any agent or other representative thereof) in any way take, attempt to or threaten to take any action with respect to such Common Collateral (including, without limitation, any attempt to enforce any remedy on such Common Collateral) in violation of this Agreement, or fail to take any action required by this Agreement, any First Priority Secured Party (in its or their own name or in the name of any Loan Party) may obtain relief against such Second Priority Secured Party or agent or other representative thereof or Third Priority Secured Party or agent or other representative thereof, as the case may be, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Second Priority Representative on behalf of each other Second Priority Secured Party and the Third Priority Representative on behalf of each other Third Priority Secured Party that (i) the damages of the First

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Priority Secured Parties from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) each Second Priority Secured Party and each Third Priority Secured Party waives any defense that any Loan Party and/or the First Priority Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages. With respect to each Type of Common Collateral, after the First Priority Obligations Payment Date and prior to the Second Priority Obligations Payment Date, should any Third Priority Secured Party (or any agent or other representative thereof) in any way take, attempt to or threaten to take any action with respect to such Common Collateral (including, without limitation, any attempt to enforce any remedy on such Common Collateral) in violation of this Agreement, or fail to take any action required by this Agreement, any Second Priority Secured Party (in its or their own name or in the name of any Loan Party) may obtain relief against such Third Priority Secured Party or agent or other representative thereof, as the case may be, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Third Priority Representative on behalf of each other Third Priority Secured Party that (i) the damages of the Second Priority Secured Parties from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) each Third Priority Secured Party waives any defense that any Loan Party and/or the Second Priority Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages.

SECTION 4. Application Of Proceeds Of Common Collateral; Dispositions And Releases Of Common Collateral; Inspection and Insurance.

4.1 Application of Proceeds; Turnover Provisions.

(a) All proceeds of the ABL Collateral (including any interest earned thereon) resulting from any Enforcement Action, and whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows:

first, to the ABL Agent to be applied in accordance with Section 14 of the ABL Security Agreement until the ABL Secured Obligations are paid in full;

second, to the First Lien Term Loan Agent to be applied in accordance with Section 14 of the First Lien Term Loan Security Agreement until the First Lien Term Loan Facility Secured Obligations are paid in full;

third, to the Second Lien Term Loan Agent to be applied in accordance with Section 14 of the Second Lien Term Loan Security Agreement until the Second Lien Term Loan Facility Secured Obligations are paid in full; and

finally, to the relevant Lien Grantor, or as a court of competent jurisdiction may direct.

(b) All proceeds of the US Term Collateral (including any interest earned thereon) resulting from any Enforcement Action, and whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows:

first, to the First Lien Term Loan Agent to be applied in accordance with Section 14 of the First Lien Term Loan Security Agreement until the First Lien Term Loan Facility Secured Obligations of the applicable Loan Parties are paid in full;

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second, to the Second Lien Term Loan Agent to be applied in accordance with Section 14 of the Second Lien Term Loan Security Agreement until the Second Lien Term Loan Facility Secured Obligations of the applicable Loan Parties are paid in full;

third, to the ABL Agent to be applied in accordance with Section 14 of the ABL Security Agreement until the ABL Secured Obligations are paid in full; and

finally, to the relevant Lien Grantor, or as a court of competent jurisdiction may direct.

(b)(1) All proceeds of the European Collateral and the Dutch Collateral (including any interest earned thereon) resulting from any Enforcement Action, and whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows:

first, in payment of costs and expenses incurred by the First Priority Representative with respect to the European Collateral and Dutch Collateral or the European Collateral Agent or any other First Priority Secured Party in connection with the realization or enforcement of the European Collateral and/or the Dutch Collateral, until such costs and expenses are paid in full;

second, to the First Priority Representative with respect to the European Collateral and Dutch Collateral, to be applied against the First Priority Obligations with respect to the European Collateral and the Dutch Collateral, until such First Priority Obligations are paid in full;

third, to the European Collateral Agent to be applied against the Second Priority Obligations with respect to the European Collateral and the Dutch Collateral, until such Second Priority Obligations are paid in full;

in the case of proceeds of the Dutch Collateral only, fourth, to the ABL Agent to be applied in accordance with Section 14 of the ABL Security Agreement until the ABL Secured Obligations are paid in full; and

finally, to the relevant Lien Grantor or payer, or as a court of competent jurisdiction may direct.

(c) With respect to each Type of Common Collateral, until the occurrence of the First Priority Obligations Payment Date, no Second Priority Secured Party or Third Priority Secured Party may accept any such Common Collateral, including any such Common Collateral constituting proceeds, in satisfaction, in whole or in part, of the Second Priority Secured Obligations or

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Third Priority Secured Obligations, as the case may be, in violation of Sections 4.1(a), 4.1(b) or 4.1(b1). Any Common Collateral received by a Second Priority Secured Party or Third Priority Secured Party that is not permitted to be received pursuant to the preceding sentence shall be segregated and held in trust and promptly turned over to the First Priority Representative to be applied in accordance with Section 4.1(a), 4.1(b) or 4.1(b1), as the case may be, in the same form as received, with any necessary endorsements, and each Second Priority Secured Party and each Third Priority Secured Party hereby authorizes the First Priority Representative to make any such endorsements as agent for the Second Priority Representative and the Third Priority Representative (which authorization, being coupled with an interest, is irrevocable). Upon the turnover of such Common Collateral as contemplated by the immediately preceding sentence, the Second Priority Obligations or the Third Priority Obligations, as the case may be, purported to be satisfied by the payment of such Common Collateral shall be immediately reinstated in full as though such payment had never occurred.

(d) With respect to each Type of Common Collateral, after the First Priority Obligations Payment Date and prior to the Second Priority Obligations Payment Date, no Third Priority Secured Party may accept any such Common Collateral, including any such Common Collateral constituting proceeds, in satisfaction, in whole or in part, of the Third Priority Secured Obligations in violation of Sections 4.1(a), 4.1(b) or 4.1(b1). Any Common Collateral received by a Third Priority Secured Party that is not permitted to be received pursuant to the preceding sentence shall be segregated and held in trust and promptly turned over to the Second Priority Representative to be applied in accordance with Section 4.1(a), 4.1(b) or 4.1(b1), as the case may be, in the same form as received, with any necessary endorsements, and each Third Priority Secured Party hereby authorizes the Second Priority Representative to make any such endorsements as agent for the Third Priority Representative (which authorization, being coupled with an interest, is irrevocable). Upon the turnover of such Common Collateral as contemplated by the immediately preceding sentence, the Third Priority Obligations purported to be satisfied by the payment of such Common Collateral shall be immediately reinstated in full as though such payment had never occurred.

4.2 Releases of Second Priority Lien and Third Priority Lien.

(a) With respect to each Type of Common Collateral, upon any release, sale or disposition of such Common Collateral that results in the release of the First Priority Lien on such Common Collateral and that is (i) permitted pursuant to the terms of the First Priority Documents and not prohibited under the Second Priority Documents or Third Priority Documents or (ii) effected pursuant to an Enforcement Action, the Second Priority Lien and the Third Priority Lien on such Common Collateral (but not on any proceeds of such Common Collateral not required to be paid to the First Priority Secured Parties) shall be automatically and unconditionally released.

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(b) With respect to each Type of Common Collateral, after the First Priority Obligations Payment Date and prior to the Second Priority Obligations Payment Date, upon any release, substitution, sale or disposition of such Common Collateral that results in the release of the Second Priority Lien on such Common Collateral and that is (i) permitted pursuant to the terms of the Second Priority Documents and not prohibited under the Third Priority Documents or (ii) effected pursuant to an Enforcement Action, the Third Priority Lien on such Common Collateral (but not on any proceeds of such Common Collateral not required to be paid to the Second Priority Secured Parties) shall be automatically and unconditionally released.

(c) With respect to each Type of Common Collateral, until the First Priority Obligations Payment Date, the Second Priority Representative and the Third Priority Representative shall promptly execute and deliver such release documents and instruments and shall take such further actions as the First Priority Representative shall reasonably request to evidence any release of the Second Priority Lien and Third Priority Lien described in Section 4.2(a). With respect to each Type of Common Collateral, each of the Second Priority Representative and the Third Priority Representative hereby appoints the First Priority Representative and any officer or duly authorized person of the First Priority Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the Second Priority Representative and the Third Priority Representative and in the name of the Second Priority Representative, the Third Priority Representative or in the First Priority Representative’s own name; provided that such power of attorney may only be exercised if the Second Priority Representative or the Third Priority Representative, as the case may be, has not executed and delivered such release documents and instruments in a timely manner following a request from the First Priority Representative, and must be exercised in the First Priority Representative’s reasonable discretion, solely for the purposes of carrying out the terms of Section 4.2(a), to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of Section 4.2(a), including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

(d) With respect to each Type of Common Collateral, after the First Priority Obligations Payment Date and prior to the Second Priority Obligations Payment Date, the Third Priority Representative shall promptly execute and deliver such release documents and instruments and shall take such further actions as the Second Priority Representative shall reasonably request to evidence any release of the Third Priority Lien described in Section 4.2(b). The Third Priority Representative hereby appoints the Second Priority Representative and any officer or duly authorized person of the Second Priority Representative with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the Third Priority Representative or in the Second Priority Representative’s own name; provided that such power of

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attorney may only be exercised if the Third Priority Representative has not executed and delivered such release documents and instruments in a timely manner following a request from the Second Priority Representative, and must be exercised in the Second Priority Representative’s reasonable discretion, solely for the purposes of carrying out the terms of Section 4.2(b), to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of Section 4.2(b), including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

4.3 Inspection Rights and Insurance.

(a) With respect to each Type of Common Collateral, until the First Priority Obligations Payment Date, any First Priority Secured Party and its representatives and invitees may, in accordance with the First Priority Documents, inspect, repossess, remove and otherwise deal with such Common Collateral, and, pursuant to an Enforcement Action, the First Priority Representative may advertise and conduct public auctions or private sales of such Common Collateral, in each case without notice (other than any notice required by law) to, the involvement of or interference by any Second Priority Secured Party or Third Priority Secured Party or liability to any Second Priority Secured Party or Third Priority Secured Party.

(b) With respect to each Type of Common Collateral, after the First Priority Obligations Payment Date and prior to the Second Priority Obligations Payment Date, any Second Priority Secured Party and its representatives and invitees may, in accordance with the Second Priority Documents, inspect, repossess, remove and otherwise deal with such Common Collateral, and, pursuant to an Enforcement Action, the Second Priority Representative may advertise and conduct public auctions or private sales of such Common Collateral, in each case without notice to, the involvement of or interference by any Third Priority Secured Party or liability to any Third Priority Secured Party.

(c) With respect to each Type of Common Collateral, until the First Priority Obligations Payment Date, the First Priority Representative will have the sole and exclusive right (i) to be named as additional insured and loss payee under any insurance policies maintained from time to time by any Loan Party with respect to such Common Collateral (except that, if the applicable insurer permits, the Second Priority Representative or Third Priority Representative shall have the right to be named as an additional insured so long as its second lien status or third lien status, as the case may be, is identified in a manner reasonably satisfactory to the First Priority Representative); (ii) to adjust or settle any insurance policy or claim covering such Common Collateral in the event of any loss thereunder; and (iii) to approve any award granted in any condemnation or similar proceeding affecting such Common Collateral.

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(d) With respect to each Type of Common Collateral , after the First Priority Obligations Payment Date and prior to the Second Priority Obligations Payment Date, the Second Priority Representative will have the sole and exclusive right (i) to be named as additional insured and loss payee under any insurance policies maintained from time to time by any Loan Party with respect to such Common Collateral (except that if the applicable insurer permits, the Third Priority Representative shall have the right to be named as an additional insured so long as its third lien status is identified in a manner reasonably satisfactory to the Second Priority Representative); (ii) to adjust or settle any insurance policy or claim covering such Common Collateral in the event of any loss thereunder; and (iii) to approve any award granted in any condemnation or similar proceeding affecting such Common Collateral.

SECTION 5. Insolvency Proceedings.

5.1 Filing of Motions. No Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case to challenge, contest or otherwise object to the scope, validity, enforceability, perfection or priority of any Liens held by any other Secured Party and no Secured Party shall support any other Person doing any of the foregoing; provided that the Second Priority Representative and the Third Priority Representative with respect to each Type of Common Collateral may file a proof of claim in an Insolvency Proceeding, subject to the limitations contained in this Agreement and only if consistent with the terms and limitations imposed on them hereby.

5.2 Financing Matters.

(a) With respect to each Type of Common Collateral, if any Loan Party becomes subject to any Insolvency Proceeding, and if the First Priority Representative consents (or does not object) to the use of such Common Collateral (for the avoidance of doubt, including but not limited to the use of cash collateral) by any Loan Party during any Insolvency Proceeding or provides financing to any Loan Party under the Bankruptcy Code or consents (or does not object) to the provision of such financing to any Loan Party by any third party (any such financing, whether provided by the First Priority Secured Parties or any third party, being referred therein as a “DIP Financing”), then the Second Priority Representative agrees, on behalf of itself and the other Second Priority Secured Parties, and the Third Priority Representative agrees, on behalf of itself and the other Third Priority Secured Parties, that each Second Priority Secured Party and each Third Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, and will not support any other Person objecting to, the use of such Common Collateral or to such DIP Financing, (b) shall only request or accept adequate protection in connection with the use of such Common Collateral or such DIP Financing as permitted by Section 5.4 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second

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Priority Liens or the Third Priority Liens, as the case may be, and any Adequate Protection Liens provided in respect thereof, (i) to such DIP Financing with the same terms and conditions as the First Priority Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection, including, without limitation, Adequate Protection Liens, provided to the First Priority Secured Parties and (iii) to any “carve-out” for professional and United States Trustee fees agreed to by the First Priority Representative or the other First Priority Secured Parties and (d) agrees that any notice of such events found to be adequate by the bankruptcy court shall be adequate notice. With respect to each Type of Common Collateral, after the occurrence of the First Priority Obligations Payment Date, if the Second Priority Representative consents (or does not object) to the use of such Common Collateral by any Loan Party during any Insolvency Proceeding or to any DIP Financing, then the Third Priority Representative agrees, on behalf of itself and the other Third Priority Secured Parties, that each Third Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, and will not support any other Person objecting to, the use of such Common Collateral or to such DIP Financing, (b) shall only request or accept adequate protection in connection with the use of such Common Collateral or such DIP Financing as permitted by Section 5.4, (c) will subordinate (and will be deemed hereunder to have subordinated) the Third Priority Liens and any Adequate Protection Liens provided in respect thereof (i) to such DIP Financing with the same terms and conditions as the Second Priority Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection, including, without limitation, Adequate Protection Liens, provided to the Second Priority Secured Parties and (iii) to any “carve-out” for professional and United States Trustee fees agreed to by the Second Priority Representative or the other Second Priority Secured Parties and (d) agrees that any notice of such events found to be adequate by the bankruptcy court shall be adequate notice.

(b) Notwithstanding the foregoing, the provisions of Section 5.2(a) shall only be applicable as to the Second Priority Secured Parties and the Third Priority Secured Parties with respect to any DIP Financing to the extent the amount of such DIP Financing does not exceed the sum of (i) the aggregate principal amount of the ABL Secured Obligations Refinanced thereby plus (ii) the aggregate principal amount of the First Lien Term Loan Facility Secured Obligations Refinanced thereby plus (iii) $300,000,000.

5.3 Relief From the Automatic Stay. With respect to each Type of Common Collateral, the Second Priority Representative agrees, on behalf of itself and the other Second Priority Secured Parties, and the Third Priority Representative agrees, on behalf of itself and the other Third Priority Secured Parties, that none of them will (a) seek relief from the automatic stay or from any other stay in any Insolvency Proceeding or take any action in violation thereof, or support any other Person seeking such relief or taking such action, in each case in respect of such Common Collateral, without the prior written consent of the First

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Priority Representative or (b) object to, contest, or support any other Person objecting to or contesting, any relief from the automatic stay or from any other stay in any Insolvency Proceeding requested by any First Priority Secured Party.

5.4 Adequate Protection.

(a) With respect to each Type of Common Collateral, the Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, and the Third Priority Representative, on behalf of itself and the other Third Priority Secured Parties, agrees that none of them shall object to, contest, or support any other Person objecting to or contesting, (i) any request by the First Priority Representative or any other First Priority Secured Party for adequate protection, including, without limitation, in the form of Adequate Protection Liens, superpriority claims, interest, fees, expenses or other amounts or (ii) any objection by the First Priority Representative or any other First Priority Secured Party to any motion, relief, action or proceeding based on a claim of a lack of adequate protection to the First Priority Secured Parties. Notwithstanding anything contained in this Agreement (but subject to Section 5.4(b) after the First Priority Obligations Payment Date but before the Second Priority Obligations Payment Date), in any Insolvency Proceeding, the Second Priority Representative and the other Second Priority Secured Parties and the Third Priority Representative and the other Third Priority Secured Parties, in each case with respect to each Type of Common Collateral, may seek, support, accept or retain adequate protection solely in the form of (u) Permitted Cash Adequate Protection Payments in accordance with Section 5.4(c), (v) an Adequate Protection Lien on additional collateral, subordinated to the First Priority Liens and Liens securing any DIP Financing on the same basis as the other Second Priority Liens and Third Priority Liens are so subordinated to the First Priority Liens under this Agreement, (w) only if the First Priority Secured Parties are granted superpriority claims, superpriority claims junior in all respects to the superpriority claims granted to the First Priority Secured Parties, (x) payment of the fees and expenses of the Second Priority Secured Parties and the Third Priority Secured Parties, (y) any form of adequate protection that is consistent with the priorities set forth in this Agreement and (z) non-monetary adequate protection that is customarily provided in an Insolvency Proceeding, including, without limitation, the provision of information and the ability to monitor such Common Collateral. With respect to each Type of Common Collateral, in the event any Second Priority Secured Party or any Third Priority Secured Party receives adequate protection in the form of Adequate Protection Liens, then the Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, or the Third Priority Representative, on behalf of itself and the other Third Priority Secured Parties, as the case may be, (i) consents to the First Priority Representative having a senior Adequate Protection Lien on such additional collateral as security for the First Priority Obligations and that any Adequate Protection Liens granted to the Second Priority Secured Parties and Third Priority Secured Parties, as the case may be, on any additional collateral shall be subordinated to the Liens on such collateral securing the First Priority Obligations and any DIP Financing (and all obligations

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relating thereto) and any Adequate Protection Liens granted to the First Priority Secured Parties, with such subordination to be on the same terms that the other Second Priority Liens are subordinated to such First Priority Liens under this Agreement or that the other Third Priority Liens are subordinated to such First Priority Liens and the Second Priority Liens under this Agreement and (ii) agrees that, if the bankruptcy court does not grant the First Priority Secured Parties a senior Adequate Protection Lien on such additional collateral, then the Second Priority Secured Parties or Third Priority Secured Parties, as the case may be, shall be deemed to hold and have held their Adequate Protection Lien on such additional collateral for the benefit of the First Priority Secured Parties (and each such Lien so deemed to have been held shall be subject in all respects to the provisions of this Agreement, including without limitation the lien subordination provisions set forth in Section 2.1) and, until the First Priority Obligations Payment Date, any distributions in respect of such additional collateral received by the Second Priority Secured Parties or Third Priority Secured Parties shall be segregated and held in trust and promptly turned over to the First Priority Representative to repay the First Priority Obligations. Upon the turnover of such distributions as contemplated by the immediately preceding sentence, the Second Priority Obligations or the Third Priority Obligations, as the case may be, purported to be satisfied by such distributions shall be immediately reinstated in full as though such payment had never occurred.

(b) With respect to each Type of Common Collateral, after the First Priority Obligations Payment Date, the Third Priority Representative, on behalf of itself and the other Third Priority Secured Parties, agrees that none of them shall object to, contest, or support any other Person objecting to or contesting, (i) any request by the Second Priority Representative or any other Second Priority Secured Party for adequate protection, including, without limitation, in the form of Adequate Protection Liens, superpriority claims, interest, fees, expenses or other amounts or (ii) any objection by the Second Priority Representative or any other Second Priority Secured Party to any motion, relief, action or proceeding based on a claim of a lack of adequate protection to the Second Priority Secured Parties. Notwithstanding anything contained in this Agreement, in any Insolvency Proceeding after the First Priority Obligations Payment date but before the Second Priority Obligations Payment Date, (i) the Third Priority Representative and the other Third Priority Secured Parties may seek, support, accept or retain adequate protection solely in the form of (u) Permitted Cash Adequate Protection Payments in accordance with Section 5.4(c), (v) an Adequate Protection Lien on additional collateral, subordinated to the Second Priority Liens and Liens securing any DIP Financing on the same basis as the Third Priority Liens are so subordinated to the Second Priority Liens under this Agreement, (w) only if the Second Priority Secured Parties are granted superpriority claims, superpriority claims junior in all respects to the superpriority claims granted to the Second Priority Secured Parties, (x) payment of fees and expenses payable to the Third Priority Secured Parties, (y) any form of adequate protection that is consistent with the priorities set forth in this Agreement and (z) non-monetary adequate protection that is customarily provided in an Insolvency Proceeding,

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including, without limitation, the provision of information and the ability to monitor such Common Collateral. With respect to each Type of Common Collateral, in the event any Third Priority Secured Party receives adequate protection in the form of Adequate Protection Liens on additional collateral, then the Third Priority Representative, on behalf of itself and the other Third Priority Secured Parties, (i) consents to the Second Priority Representative having a senior Adequate Protection Lien on such additional collateral as security for the Second Priority Obligations and that any Adequate Protection Lien granted to the Third Priority Secured Parties on any additional collateral shall be subordinated to the Liens on such collateral securing the Second Priority Obligations and any DIP Financing (and all obligations relating thereto) and any Adequate Protection Liens granted to the Second Priority Secured Parties, with such subordination to be on the same terms that the other Third Priority Liens are subordinated to such Second Priority Liens under this Agreement and (ii) agrees that, if the bankruptcy court does not grant the Second Priority Secured Parties a senior Adequate Protection Lien on such additional collateral, then the Third Priority Secured Parties shall be deemed to hold and have held their Adequate Protection Lien on such additional collateral for the benefit of the Second Priority Secured Parties (and each such Lien so deemed to have been held shall be subject in all respects to the provisions of this Agreement, including without limitation the lien subordination provisions set forth in Section 2.1) and any distributions in respect of such additional collateral received by the Third Priority Secured Parties shall be segregated and held in trust and promptly turned over to the Second Priority Representative to repay the Second Priority Obligations. Upon the turnover of such distributions as contemplated by the immediately preceding sentence, the Third Priority Obligations purported to be satisfied by the payment of such distributions shall be immediately reinstated in full as though such payment had never occurred.

(c) With respect to each Type of Common Collateral, if the First Priority Secured Parties are granted as adequate protection current cash payments at least equal to Post-Petition Interest accruing at the applicable non-default rate on the First Priority Obligations, the Second Priority Secured Parties may seek, support, accept or retain as adequate protection current cash payments in an amount equal to Post-Petition Interest accruing at the applicable non-default rate on the Second Priority Obligations (the “Second Priority Permitted Cash Adequate Protection Payments”); provided that the consent of the Second Priority Secured Parties to, and the agreement of the Second Priority Secured Parties not to object or support any objection to, the use of such Common Collateral, any DIP Financing and any adequate protection provided to the First Priority Secured Parties as provided in Section 5.2 shall remain in full force and effect even if the Second Priority Secured Parties seek such Second Priority Permitted Cash Adequate Protection Payments and whether or not such Second Priority Permitted Cash Adequate Protection Payments are granted by the bankruptcy court. With respect to each Type of Common Collateral, if the Second Priority Secured Parties are granted as adequate protection Second Priority Permitted Cash Adequate Protection Payments, the Third Priority Secured Parties may seek, support, accept or retain as adequate protection current cash payments

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in an amount equal to Post-Petition Interest accruing at the applicable non-default rate on the Third Priority Obligations (the “Third Priority Permitted Cash Adequate Protection Payments” and, together with the Second Priority Permitted Cash Adequate Protection Payments, the “Permitted Cash Adequate Protection Payments”); provided that the consent of the Third Priority Secured Parties to, and the agreement of the Third Priority Secured Parties not to object or support any objection to, the use of such Common Collateral, any DIP Financing and any adequate protection provided to the First Priority Secured Parties and Second Priority Secured Parties as provided in Section 5.2 shall remain in full force and effect even if the Third Priority Secured Parties seek such Third Priority Permitted Cash Adequate Protection Payments and whether or not such Third Priority Permitted Cash Adequate Protection Payments are granted by the bankruptcy court.

5.5 Avoidance Issues. With respect to each Type of Common Collateral, if any First Priority Secured Party or Second Priority Secured Party is required in any Insolvency Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of any Loan Party, because such amount was avoided or ordered to be paid or disgorged for any reason, including because it was found to be a fraudulent or preferential transfer, any amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the First Priority Obligations or Second Priority Obligations, as the case may be, shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred, and the First Priority Obligations Payment Date or the Second Priority Obligations Payment Date, as the case may be, shall be deemed not to have occurred. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto.

5.6 Asset Dispositions in an Insolvency Proceeding.

(a) With respect to each Type of Common Collateral, the Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, and the Third Priority Representative, on behalf of itself and the other Third Priority Secured Parties, agree that (a) none of them shall, in an Insolvency Proceeding or otherwise, oppose any sale or disposition of any such Common Collateral that is supported by the First Priority Secured Parties, and (b) they will be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any such sale supported by the First Priority Secured Parties and to have released their Liens in such assets.

(b) With respect to each Type of Common Collateral, after the First Priority Obligations Payment Date but prior to the Second Priority Obligations Payment Date, the Third Priority Representative, on behalf of itself and the other Third Priority Secured Parties, agrees that (a) none of them shall, in an Insolvency Proceeding or otherwise, oppose any sale or disposition of any such Common

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Collateral that is supported by the Second Priority Secured Parties, and (b) they will be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any such sale supported by the Second Priority Secured Parties and to have released their Liens in such assets.

5.7 Separate Grants of Security and Separate Classification.

(a) With respect to each Type of Common Collateral, each Secured Party acknowledges and agrees that (i) the grant of Liens pursuant to the First Priority Documents constitutes a separate and distinct grant of Liens from the grant of each of the Liens granted pursuant to any of the Second Priority Documents or any of the Third Priority Documents, (ii) because of, among other things, their differing rights in such Common Collateral, each of the First Priority Obligations, Second Priority Obligations and Third Priority Obligations is fundamentally different and must be separately classified in any plan of reorganization proposed or confirmed in an Insolvency Proceeding and (iii) it will object to, and not vote in favor of, any plan of reorganization that does not separately classify each such Class. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if a court of competent jurisdiction holds that the claims of the First Priority Secured Parties, the claims held by the Second Priority Secured Parties and/or the claims held by the Third Priority Secured Parties in respect of such Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Second Priority Secured Parties and the Third Priority Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of senior and junior secured claims against the relevant Loan Parties in respect of such Common Collateral (with the effect being that, to the extent that the aggregate value of such Common Collateral is sufficient (for this purpose ignoring all claims held by the Second Priority Secured Parties and the Third Priority Secured Parties), the First Priority Secured Parties shall be entitled to receive, in addition to distributions to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest (at the applicable non-default rate) before any distribution is made in respect of the claims held by the Second Priority Secured Parties and the Third Priority Secured Parties), with the Second Priority Secured Parties and the Third Priority Secured Parties hereby acknowledging and agreeing to turn over to the First Priority Secured Parties distributions otherwise received or receivable by them in respect of such Common Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Priority Secured Parties and/or the Third Priority Secured Parties.

(b) With respect to each Type of Common Collateral, subject to Section 5.6(a), if a court of competent jurisdiction holds that the claims of the Second Priority Secured Parties and the claims held by one or more of the Third Priority Secured Parties constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Third Priority Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were

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separate classes of senior and junior secured claims against the relevant Loan Parties in respect of such Common Collateral (with the effect being that, to the extent that the aggregate value of such Common Collateral is sufficient (for this purpose ignoring all claims held by the Third Priority Secured Parties), the Second Priority Secured Parties shall be entitled to receive, in addition to distributions to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest (at the applicable non-default rate) before any distribution is made in respect of the claims held by the Third Priority Secured Parties), with the Third Priority Secured Parties hereby acknowledging and agreeing to turn over to the Second Priority Secured Parties distributions otherwise received or receivable by them in respect of such Common Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Third Priority Secured Parties.

5.8 Plans of Reorganization.

(a) With respect to each Type of Common Collateral, if the claims of the First Priority Secured Parties, the claims held by the Second Priority Secured Parties and/or the claims held by the Third Priority Secured Parties constitute only one secured claim pursuant to any plan of reorganization proposed in an Insolvency Proceeding (rather than separate classes of senior and junior secured claims), notwithstanding the objection to, and vote against, such plan by such Secured Parties in accordance with Section 5.7(a), no Second Priority Secured Party and no such Third Priority Secured Party shall support or vote in favor of such plan of reorganization (and each shall vote and shall be deemed to have voted to reject any plan of reorganization) unless such plan (i) pays off, in cash in full, all First Priority Obligations or (ii) is supported by the First Priority Representative. If any such Second Priority Secured Party or Third Priority Secured Party votes in favor of any plan or reorganization in violation of this Section 5.8(a), such Second Priority Secured Party or such Third Priority Secured Party irrevocably agrees that such vote shall be deemed unauthorized, void and of no force and effect and the First Priority Representative shall be, and shall be deemed, such party’s “authorized agent” under Bankruptcy Rules 3018(c) and 9010, and that the First Priority Representative shall be authorized and entitled to withdraw such vote and submit a superseding ballot on behalf of such Second Priority Secured Party or such Third Priority Secured Party that is consistent herewith.

(b) With respect to each Type of Common Collateral, subject to Section 5.8(a), if the claims of the Second Priority Secured Parties and the claims held by the Third Priority Secured Parties constitute only one secured claim pursuant to any plan of reorganization proposed in an Insolvency Proceeding (rather than separate classes of senior and junior secured claims), notwithstanding the objection to, and vote against, such plan by the Secured Parties in accordance with Section 5.7(a), no Third Priority Secured Party shall support or vote in favor of such plan of reorganization (and each shall vote and shall be deemed to have

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voted to reject any plan of reorganization) unless such plan (i) pays off, in cash in full, all Second Priority Obligations or (ii) is supported by the Second Priority Representative. If any such Third Priority Secured Party votes in favor of any plan or reorganization in violation of this Section 5.8(b), such Third Priority Secured Party irrevocably agrees that such vote shall be deemed unauthorized, void and of no force and effect and the Second Priority Representative shall be, and shall be deemed, such party’s “authorized agent” under Bankruptcy Rules 3018(c) and 9010, and that the Second Priority Representative shall be authorized and entitled to withdraw such vote and submit a superseding ballot on behalf of such Third Priority Secured Party that is consistent herewith.

5.9 Other Matters. With respect to each Type of Common Collateral, to the extent that the Second Priority Representative, any other Second Priority Secured Party, the Third Priority Representative or any other Third Priority Secured Party has or acquires rights under Section 363 or Section 364 of the Bankruptcy Code with respect to any of such Common Collateral, and the Second Priority Representative agrees, on behalf of itself and the other Second Priority Secured Parties, and the Third Priority Representative agrees, on behalf of itself and the other Third Priority Secured Parties, not to assert any of such rights in violation of this Agreement; provided that (a) if requested by the First Priority Representative, the Second Priority Representative and/or the Third Priority Representative shall timely exercise such rights in the manner requested by the First Priority Representative, including any rights to payments in respect of such rights and (b) after the First Priority Obligations Payment Date but prior to the Second Priority Obligations Payment Date, if requested by the Second Priority Representative, the Third Priority Representative shall timely exercise such rights in the manner requested by the Second Priority Representative, including any rights to payments in respect of such rights.

5.10 No Waiver of Rights of First Priority Secured Parties. With respect to each Type of Common Collateral, nothing contained herein shall prohibit or in any way limit the First Priority Representative or any other First Priority Secured Party from objecting in any Insolvency Proceeding or otherwise to any action taken by any Second Priority Secured Party or Third Priority Secured Party, other than any action taken by such Second Priority Secured Party or Third Priority Secured Party, as the case may be, that is expressly permitted by this Agreement; provided, however, that, notwithstanding Section 5.4 hereof, (a) the First Priority Representative and the First Priority Secured Parties may object to the provision of cash payments as adequate protection to the Second Priority Secured Parties or the Third Priority Secured Parties, as the case may be and (b) the Second Priority Representative and the Second Priority Secured Parties may object to the provision of cash payments as adequate protection to the Third Priority Secured Parties.

5.11 Effectiveness in Insolvency Proceedings. This Agreement, which the parties hereto expressly acknowledge is a “subordination agreement” under Section 510(a) of the Bankruptcy Code, shall be effective before, during and after

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the commencement of an Insolvency Proceeding. All references in this Agreement to any Loan Party shall include such Loan Party as a debtor-in-possession and any receiver or trustee for such Loan Party in any Insolvency Proceeding, and the rights and obligations hereunder of the First Priority Secured Parties, the Second Priority Secured Parties and the Third Priority Secured Parties with respect to each Type of Collateral shall be fully enforceable as between such parties regardless of the pendency of Insolvency Proceedings or any related limitations on the enforcement of this Agreement against any Loan Party.

SECTION 6. Matters Relating to Loan Documents.

(a) The Loan Documents may be amended, supplemented or otherwise modified in accordance with their terms, and the Indebtedness thereunder may be Refinanced; provided, however, that no such amendment, supplement, modification or Refinancing shall:

(i) without the consent of the ABL Required Lenders, the First Lien Term Loan Required Lenders and the Second Lien Term Loan Required Lenders, contravene any provision of this Agreement (provided, that if any of the ABL Termination Date, the First Lien Term Loan Facility Termination Date or the Second Lien Term Loan Facility Termination Date have occurred, the consent of the ABL Required Lenders, the First Lien Term Loan Required Lenders and/or the Second Lien Term Loan Lenders, as applicable, shall not be required),

(ii) without the consent of the First Lien Term Loan Required Lenders and the Second Lien Term Loan Required Lenders, (x) result in the aggregate amount of Revolving Credit Commitments (as defined in the ABL Credit Agreement) in existence (or permitted to be in existence) under the ABL Credit Agreement Loan Documents (as so amended, supplemented, modified or Refinanced) exceeding $275,000,000 or (y) increase the “Applicable Margin” or similar component of the interest rate under the ABL Credit Agreement Loan Documents by more than 300 basis points (excluding increases resulting from the accrual of interest at the default rate) and provided further that the holders of the Indebtedness resulting from such Refinancing, or a duly authorized agent on their behalf, agree in writing to be bound by the terms of this Agreement (provided, that if any of the First Lien Term Loan Facility Termination Date or the Second Lien Term Loan Facility Termination Date has occurred, the consent of the First Lien Term Loan Required Lenders and/or the Second Lien Term Loan Lenders, as applicable, shall not be required),

(iii) without the consent of the ABL Required Lenders and the Second Lien Term Loan Required Lenders, (x) result in the aggregate principal amount of Loans (as defined in the First Lien Term Loan Agreement) outstanding (or permitted to be outstanding) under the First

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Lien Term Loan Agreement Loan Documents (as so amended, supplemented, modified or Refinanced), exceeding $570,000,000 or (y) increase the “Applicable Margin” or similar component of the interest rate under the First Lien Term Loan Agreement Loan Documents by more than 300 basis points (excluding increases resulting from the accrual of interest at the default rate) and provided further that the holders of the Indebtedness resulting from such Refinancing, or a duly authorized agent on their behalf, agree in writing to be bound by the terms of this Agreement (provided, that if any of the ABL Termination Date or the Second Lien Term Loan Facility Termination Date has occurred, the consent of the ABL Required Lenders and/or the Second Lien Term Loan Lenders, as applicable, shall not be required), or

(iv) without the consent of the ABL Required Lenders and the First Lien Term Loan Required Lenders, (x) result in the aggregate principal amount of Loans (as defined in the Second Lien Term Loan Agreement) outstanding (or permitted to be outstanding) under the Second Lien Term Loan Agreement Loan Documents (as so amended, supplemented, modified or Refinanced) exceeding $150,000,000 or (y) increase the “Applicable Margin” or similar component of the interest rate under the Second Lien Term Loan Agreement Loan Documents by more than 300 basis points (excluding increases resulting from the accrual of interest at the default rate) and provided further that the holders of the Indebtedness resulting from such Refinancing, or a duly authorized agent on their behalf, agree in writing to be bound by the terms of this Agreement (provided, that if any of the ABL Termination Date or the First Lien Term Loan Facility Termination Date has occurred, the consent of the ABL Required Lenders and/or the First Lien Term Loan Required Lenders, as applicable, shall not be required).

(b) With respect to each Type of Common Collateral, until the First Priority Obligations Payment Date, in the event the First Priority Representative enters into any amendment, waiver or consent in respect of any of the First Priority Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First Priority Document or changing in any manner the rights of any parties thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Comparable Second Lien Security Document and to the Comparable Third Lien Security Document without the consent of or action by any Second Priority Secured Party or Third Priority Secured Party (with all such amendments, waivers and modifications subject to the terms hereof); provided that (other than with respect to amendments, modifications or waivers that secure additional extensions of credit and add additional secured creditors and do not violate the express provisions of the Second Priority Documents and the Third Priority Documents), (i) no such amendment, waiver or consent shall have the effect of removing assets subject to the Lien of any Second Priority Document or Third Priority Document, except to the extent that a release of such Lien is

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permitted by Section 4.2, (ii) any such amendment, waiver or consent that materially and adversely affects the rights of the Second Priority Secured Parties or the Third Priority Secured Parties and does not affect the First Priority Secured Parties in a like or similar manner shall not apply to the Second Priority Documents or the Third Priority Documents, as the case may be, without the consent of the Second Priority Representative or the Third Priority Representative, as the case may be and (iii) notice of such amendment, waiver or consent shall be given to the Second Priority Representative and the Third Priority Representative no later than 30 days after its effectiveness, provided that the failure to give such notice shall not affect the effectiveness and validity thereof.

(c) With respect to each Type of Common Collateral, after the First Priority Obligations Payment Date but prior to the Second Priority Obligations Payment Date, in the event the Second Priority Representative enters into any amendment, waiver or consent in respect of any of the Second Priority Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Second Priority Document or changing in any manner the rights of any parties thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Comparable Third Lien Security Document without the consent of or action by any Third Priority Secured Party (with all such amendments, waivers and modifications subject to the terms hereof); provided that (other than with respect to amendments, modifications or waivers that secure additional extensions of credit and add additional secured creditors and do not violate the express provisions of the Third Priority Documents), (i) no such amendment, waiver or consent shall have the effect of removing assets subject to the Lien of any Third Priority Document, except to the extent that a release of such Lien is permitted by Section 4.2, (ii) any such amendment, waiver or consent that materially and adversely affects the rights of the Third Priority Secured Parties and does not affect the Second Priority Secured Parties in a like or similar manner shall not apply to the Third Priority Documents without the consent of the Third Priority Representative and (iii) notice of such amendment, waiver or consent shall be given to the Third Priority Representative no later than 30 days after its effectiveness, provided that the failure to give such notice shall not affect the effectiveness and validity thereof.

(d) Each of the Borrowers and the Representatives agrees that each of the ABL Credit Agreement, the First Lien Term Loan Agreement and the Second Lien Term Loan Agreement (any notes issued pursuant thereto) and each First Priority Security Document, Second Priority Security Document and Third Priority Security Document shall contain the applicable provisions set forth on Annex I hereto, or similar provisions approved by the Representatives, which approval shall not be unreasonably withheld or delayed. Each of the Borrowers and the Representatives further agrees that each Mortgage covering any Common Collateral granted in favor of the Representative of the Secured Parties of any Class shall contain such other language as the Representative of the Secured Parties of each other Class may reasonably request to reflect the subordination of such Mortgage pursuant to this Agreement.

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SECTION 7. Reliance; Waivers; etc.

7.1 Reliance. The First Priority Documents, the Second Priority Documents and the Third Priority Documents with respect to each Type of Collateral are deemed to have been executed and delivered, and all extensions of credit thereunder are deemed to have been made or incurred, in reliance upon this Agreement. With respect to each Type of Common Collateral, the Second Priority Representative, on behalf of it itself and the other Second Priority Secured Parties, and the Third Priority Representative, on behalf of itself and the other Third Priority Secured Parties, expressly waive all notice of the acceptance of and reliance on this Agreement by the other Secured Parties.

7.2 No Warranties or Liability. The Third Priority Representative, the Second Priority Representative and the First Priority Representative with respect to each Type of Common Collateral acknowledge and agree that neither has made any representation or warranty with respect to the execution, validity, legality, completeness, collectibility or enforceability of any First Priority Document, any Second Priority Document or any Third Priority Document. Except as otherwise provided in this Agreement, the Second Priority Representative, the Third Priority Representative and the First Priority Representative with respect to each Type of Common Collateral will be entitled to manage and supervise their respective extensions of credit to any Loan Party in accordance with law and their usual practices, modified from time to time as they deem appropriate.

7.3 No Waivers. No right or benefit of any party hereunder shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such party or any other party hereto or by any noncompliance by any Loan Party with the terms and conditions of any of the First Priority Documents, any of the Second Priority Documents or any of the Third Priority Documents.

SECTION 8. Miscellaneous.

8.1 Conflicts. Except as otherwise provided herein, in the event of any conflict between the provisions of this Agreement and the provisions of any First Priority Document, any Second Priority Document or any Third Priority Document, the provisions of this Agreement shall govern.

8.2 Continuing Nature of Provisions. This Agreement shall continue to be effective, and shall not be revocable by any party hereto, until the Second Priority Obligations Payment Date shall have occurred with respect to each Type of Common Collateral. This is a continuing agreement and the First Priority Secured Parties, the Second Priority Secured Parties and the Third Priority Secured Parties may continue, at any time and without notice to the other parties hereto, to extend credit and other financial accommodations, lend monies and provide indebtedness to, or for the benefit of, any Loan Party on the faith hereof.

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8.3 Amendments; Waivers. No amendment or modification of any of the provisions of this Agreement shall be effective unless the same shall be in writing and signed by the First Priority Representative, each Second Priority Representative and each Third Priority Representative, and, in the case of amendments or modifications of Sections 3.5, 3.6, 8.5 or 8.6, the Borrower.

8.4 Information Concerning Financial Condition of the Borrower and the other Loan Parties. With respect to each Type of Common Collateral, the Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, the Third Priority Representative, on behalf of itself and the other Third Priority Secured Parties, and the First Priority Representative, on behalf of itself and the other First Priority Secured Parties, hereby agree that each Secured Party assumes responsibility for keeping itself informed of the financial condition of the relevant Loan Parties and all other circumstances bearing upon the risk of nonpayment of the First Priority Obligations, the Second Priority Obligations or the Third Priority Obligations. With respect to each Type of Common Collateral, the Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, the Third Priority Representative, on behalf of itself and the other Third Priority Secured Parties, and the First Priority Representative, on behalf of itself and the other First Priority Secured Parties, hereby agree that no party shall have any duty to advise any other party of information known to it regarding such condition or any such circumstances. In the event any Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any information to any other Secured Party, it shall be under no obligation (a) to provide any such information to such other party or any other party on any subsequent occasion, (b) to undertake any investigation, or (c) to disclose any other information.

8.5 Governing Law. This Agreement shall be construed in accordance with and governed by the law of the State of New York , except as otherwise required by mandatory provisions of law and except to the extent that remedies provided by the laws of any jurisdiction other than the State of New York are governed by the laws of such jurisdiction.

8.6 Notices.

(a) Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to be given shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

(i) If to a Loan Party:

c/o Tower Automotive, LLC

299 Park Avenue

New York, NY 10171

Facsimile: (212) 891-1541

Attention: Dev B. Kapadia, Managing Director

                 Seth Gardner, Managing Director

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with a copy to (which shall not constitute notice):

Lowenstein Sandler PC

1251 Avenue of the Americas

New York, NY 10020

Facsimile: (973) 597-2425

Attention: Robert G. Minion, Esq.

                 Lowell A. Citron, Esq.

(ii) If to JPMorgan Chase Bank, N.A.:

JPMorgan Chase Bank, N.A.

c/o Loan and Agency Services Group

1111 Fannin, 10th Floor

Houston, TX 77002

Facsimile: (713) 750-2938

Attention: Denise M. Ramon

with copies to (which shall not constitute notice):

JPMorgan Chase Bank, N.A.

270 Park Avenue

New York, NY 10017

Facsimile: (212) 270-5127

Attention: Richard Duker

and

JPMorgan Europe Ltd.

125 London Wall, Fl 9

London, UK EC2Y 5AJ

Facsimile: (44-207) 777-2360

Attention: James Beard

(iii) If to Goldman Sachs Credit Partners L.P.:

Goldman Sachs Credit Partners L.P.

85 Broad Street

New York, NY 10004

Facsimile: (212) 357-0926

Attention: Rob Schatzman

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8.8 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and each of the First Priority Secured Parties, Second Priority Secured Parties and Third Priority Secured Parties and their respective successors and assigns, and nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral or any Type thereof. All references to any Loan Party shall include any Loan Party as debtor-in-possession and any receiver or trustee for such Loan Party in any Insolvency Proceeding.

8.9 Headings. Section headings used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

8.10 Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

8.11 Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. This Agreement shall become effective when it shall have been executed by each party hereto.

8.12 Second Lien Term Loan Facility Collateral Subagent. The Second Lien Term Loan Agent as at the date of this Agreement hereby appoints JPMorgan Chase Bank, N.A. (“JPMCB”), as its subagent (in this capacity, the “European Collateral Agent”) with respect to the European Collateral and the Dutch Collateral, and JPMCB hereby accepts such appointment. In such capacity, JPMCB shall be entitled to the benefits of Article 8 and Section 10.05 of the Second Lien Term Loan Agreement to the same extent as the Second Lien Term Loan Agent thereunder. In making such appointment and in authorizing the same, the Secured Parties (as defined in the Second Lien Term Loan Agreement) are fully aware of the potential differences in the interests of each Class of Secured Parties with respect to the European Collateral and the Dutch Collateral, have requested JPMCB to accept this appointment notwithstanding the same and assume all risks of the same.

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8.13 Agent in Respect of Certain Assignments. In its capacity as European Collateral Agent, JPMCB hereby appoints the Second Lien Term Loan Agent as its subagent (the Second Lien Term Loan Agent, when acting in such capacity, the “Subagent”) with respect to the European Collateral and the Dutch Collateral, and the Second Lien Term Loan Agent hereby accepts such appointment. In such capacity, the Second Lien Term Loan Agent is hereby authorized by the European Collateral Agent to execute any Assignment and Acceptance (under and as defined in the Second Lien Term Loan Agreement) as subagent for and on behalf of the European Collateral Agent. Any such Assignment and Acceptance executed by the Second Lien Term Loan Agent in its capacity as Second Lien Term Loan Agent shall be deemed to also have been executed by the Second Lien Term Loan Agent in its capacity as subagent for and on behalf of the European Collateral Agent. The authorization granted to the Subagent pursuant to this Section 8.13 shall be limited to the matters described in this Section 8.13.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

JPMORGAN CHASE BANK, N.A., as Representative with respect to the ABL Credit Agreement
By:	/s/ Richard W. Duker
	Name:	Richard W. Duker
	Title:	Managing Director

JPMORGAN CHASE BANK, N.A., as Representative with respect to the First Lien Term Loan Agreement
By:	/s/ Richard W. Duker
	Name:	Richard W. Duker
	Title:	Managing Director

GOLDMAN SACHS CREDIT PARTNERS L.P., as Representative with respect to the Second Lien Term Loan Agreement and as Subagent
By:	/s/ Thomas G. Connolly
	Name:	Thomas G. Connolly
	Title:	Vice President

JPMORGAN CHASE BANK, N.A., as European Collateral Agent and Representative with respect to the European Collateral and the Dutch Collateral
By:	/s/ Richard W. Duker
	Name:	Richard W. Duker
	Title:	Managing Director

TOWER AUTOMOTIVE HOLDINGS USA, LLC
By:	/s/ Dev B. Kapadia
	Name:	Dev B. Kapadia
	Title:	President

TOWER AUTOMOTIVE HOLDINGS EUROPE B.V.
By:	/s/ B.S. Hummel
	Name:	B.S. Hummel
	Title:	Attorney in writing

TOWER AUTOMOTIVE, LLC (formerly known as TOWER ACQUISITION COMPANY, LLC)
By:	/s/ Dev B. Kapadia
	Name:	Dev B. Kapadia
	Title:	President

TOWER AUTOMOTIVE HOLDINGS I, LLC
By:	/s/ Dev B. Kapadia
	Name:	Dev B. Kapadia
	Title:	President

TOWER AUTOMOTIVE HOLDINGS II(a), LLC
By:	/s/ Dev B. Kapadia
	Name:	Dev B. Kapadia
	Title:	President

TOWER AUTOMOTIVE HOLDINGS II(b), LLC
By:	/s/ Dev B. Kapadia
	Name:	Dev B. Kapadia
	Title:	President

TOWER AUTOMOTIVE OPERATIONS USA I, LLC
By:	/s/ Dev B. Kapadia
	Name:	Dev B. Kapadia
	Title:	President

TOWER AUTOMOTIVE OPERATIONS USA II, LLC
By:	/s/ Dev B. Kapadia
	Name:	Dev B. Kapadia
	Title:	President

TOWER AUTOMOTIVE OPERATIONS USA III, LLC
By:	/s/ Dev B. Kapadia
	Name:	Dev B. Kapadia
	Title:	President

TOWER AUTOMOTIVE HOLDINGS III COÖPERATIE U.A.
By:	/s/ B.S. Hummel
	Name:	B.S. Hummel
	Title:	Managing Director

TOWER AUTOMOTIVE HOLDINGS ASIA B.V.
By:	/s/ C.A. van Beek
	Name:	C.A. van Beek
	Title:	Managing Director
By:	/s/ B.S. Hummel
	Name:	B.S. Hummel
	Title:	Managing Director

TOWER AUTOMOTIVE HOLDING GMBH
By:	/s/ Vincent Pairet
	Name:	Vincent Pairet
	Title:	Managing Director

TOWER AUTOMOTIVE UMFORMTECHNIK GMBH
By:	/s/ George Kraus
	Name:	George Kraus
	Title:	Managing Director

TOWER AUTOMOTIVE PRESSWERK ZWICKAU GMBH
By:	/s/ Hans Große
	Name:	Hans Große
	Title:	Managing Director

TOWER AUTOMOTIVE DUISBURG GMBH
By:	/s/ Frank Walter
	Name:	Frank Walter
	Title:	Managing Director

TOWER AUTOMOTIVE AUSLANDSBETEILIGUNGEN GMBH
By:	/s/ Frank Walter
	Name: Frank Walter
	Title:   Managing Director

TOWER AUTOMOTIVE POLSKA SP. ZO.O.
By:	/s/ Frank Walter
	Name: Frank Walter
	Title:   Managing Director

TOWER AUTOMOTIVE GESCHAFTSFUHRUNG GMBH
By:	/s/ Gyula Meleghy
	Name: Gyula Meleghy
	Title:   Managing Director

FELISSA GRUNDSTUCKS VERMIETUNGSGESELLSCHAFT MBH & CO. OBJECKT DUISBURG KG
By:	/s/ Gerrit Kotterman
	Name:	Gerrit Kotterman
	Title:	Managing Director

Annex I

EX-10.16

Exhibit 10.16

AMENDMENT NO. 3 TO INTERCREDITOR AGREEMENT

AMENDMENT dated as of November 19, 2007 to the Intercreditor Agreement dated as of July 31, 2007 (the “Intercreditor Agreement”) among JPMORGAN CHASE BANK, N.A., as Representative with respect to the ABL Credit Agreement, JPMORGAN CHASE BANK, N.A., as Representative with respect to the First Lien Term Loan Agreement, GOLDMAN SACHS CREDIT PARTNERS L.P., as Representative with respect to the Second Lien Term Loan Agreement and Subagent, JPMORGAN CHASE BANK, N.A., as European Collateral Agent and Representative with respect to the European Collateral and the Dutch Collateral, TOWER AUTOMOTIVE HOLDINGS USA, LLC, (the “US Borrower”), TOWER AUTOMOTIVE HOLDINGS EUROPE B.V., (the “European Borrower” and, together with the US Borrower, the “Borrowers”), and each of the other Loan Parties party hereto.

W I T N E S S E T H :

WHEREAS, the parties hereto desire to amend the Intercreditor Agreement to add Baarn Steel B.V. as a party thereto;

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Intercreditor Agreement has the meaning assigned to such term in the Intercreditor Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Intercreditor Agreement shall, after this Amendment becomes effective, refer to the Intercreditor Agreement as amended hereby.

SECTION 2. Addition of New Party. The Intercreditor Agreement is hereby amended by adding Baarn Steel B.V., as a party thereto with the same force and effect as if originally named therein. Baarn Steel B.V. agrees to all the terms and provisions of the Intercreditor Agreement. Each reference to “European Loan Party” in the Intercreditor Agreement shall be deemed to include Baarn Steel B.V.

SECTION 3. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

SECTION 4. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

SECTION 5. Effectiveness. This Agreement shall become effective when it shall have been executed by each party hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

JPMORGAN CHASE BANK, N.A., as Representative with respect to the ABL Credit Agreement
By:	/s/ Richard W. Duker
	Name:	Richard W. Duker
	Title:	Managing Director
JPMORGAN CHASE BANK, N.A., as Representative with respect to the First Lien Term Loan Agreement
By:	/s/ Richard W. Duker
	Name:	Richard W. Duker
	Title:	Managing Director
GOLDMAN SACHS CREDIT PARTNERS L.P., as Representative with respect to the Second Lien Term Loan Agreement and as Subagent
By:	/s/ Douglas Tansey
	Name:	Douglas Tansey
	Title:	Authorized Signatory
JPMORGAN CHASE BANK, N.A., as European Collateral Agent and Representative with respect to the European Collateral and the Dutch Collateral
By:	/s/ Richard W. Duker
	Name:	Richard W. Duker
	Title:	Managing Director

TOWER AUTOMOTIVE HOLDINGS USA, LLC
By:	/s/ Mark Malcolm
	Name: Mark Malcolm
	Title: President & CEO
BAARN STEEL B.V.
By:	/s/ G.J. Schipper
	Name: G.J. Schipper
	Title: Managing Director
By:	/s/ J.C.A. van Beek
	Name: J.C.A. van Beek
	Title: Managing Director

EX-10.17

Exhibit 10.17

EXECUTION COPY

FIRST LIEN FOREIGN SUBSIDIARY GUARANTEE

dated as of

July 31, 2007

among

TOWER AUTOMOTIVE HOLDINGS EUROPE B.V.,

the European Guarantors from time to time party hereto

and

JPMORGAN CHASE BANK, N.A.,

as Agent

TABLE OF CONTENTS

Page

ARTICLE 1
DEFINITIONS
Section 1.01. Loan Agreement	1
Section 1.02. Other Defined Terms	1
ARTICLE 2
GUARANTEE
Section 2.01. Guarantee	3
Section 2.02. Guarantee of Payment	3
Section 2.03. No Limitations, Etc.	3
Section 2.04. Reinstatement	4
Section 2.05. Payments; Subrogation	5
Section 2.06. Information.	5
ARTICLE 3
INDEMNITY, SUBROGATION AND SUBORDINATION
Section 3.01. Indemnity and Subrogation	5
Section 3.02. Contribution and Subrogation	5
Section 3.03. Subordination	6
ARTICLE 4
MISCELLANEOUS
Section 4.01. Notices	6
Section 4.02. Survival of Agreement	6
Section 4.03. Integration; Binding Effect; Several Agreement	7
Section 4.04. Successors and Assigns	7
Section 4.05. Agent’s Fees and Expenses	7
Section 4.06. Applicable Law	7
Section 4.07. Waivers; Amendment	7
Section 4.08. WAIVER OF JURY TRIAL	8
Section 4.09. Severability	8
Section 4.10. Counterparts	8
Section 4.11. Headings	8
Section 4.12. Jurisdiction; Consent to Service of Process	9
Section 4.13. Termination or Release	9
Section 4.14. Additional Subsidiaries	10
Section 4.15. Right of Setoff	10
Section 4.16. Loan Agreement Provisions Binding	10
Section 4.17. Limitation In Respect Of German Guarantors.	10

Section 4.18. Limitation In Respect Of Polish Guarantors.	13
Section 4.19. Limitation In Respect of Certain Negative Covenants	13
Section 4.20. Abstract Debt Acknowledgement	14
Section 4.21. Agent As Joint and Several Creditor.	14
Section 4.22. Dutch Collateral Debt Covenant	15

Exhibits
Exhibit A	Form of Supplement

ii

FOREIGN SUBSIDIARY GUARANTEE dated as of July 31, 2007 (this “Agreement”), among TOWER AUTOMOTIVE HOLDINGS EUROPE B.V. (the “European Borrower”), the other Foreign Subsidiaries from time to time party hereto (collectively, the “European Guarantors”) and JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Agent.

PRELIMINARY STATEMENT

Reference is made to the First Lien Term Loan and Guaranty Agreement dated as of July 31, 2007 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), among Tower Automotive Holdings USA, LLC, the European Borrower, the Guarantors (such term and each other capitalized term used but not defined in this preliminary statement having the meaning given or ascribed to it in Article I) party thereto, the Lenders from time to time party thereto and JPMCB, as Issuing Lender and as administrative agent (in such capacity, the “Agent”) for the Lenders.

The Euro Lenders and the Issuing Lender have agreed to extend credit to the European Borrower pursuant to, and upon the terms and conditions specified in, the Loan Agreement. The obligations of the Euro Lenders and the Issuing Lender to extend credit to the European Borrower are conditioned upon, among other things, the execution and delivery of this Agreement by each European Guarantor listed on the signature pages hereof. Each European Guarantor is an affiliate of the European Borrower, will derive substantial benefits from the extension of credit to the European Borrower pursuant to the Loan Agreement and is willing to execute and deliver this Agreement in order to induce the Euro Lenders and the Issuing Lender to extend such credit. Accordingly, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.01. Loan Agreement. (a) Capitalized terms used in this Agreement and not otherwise defined herein have the meanings set forth in the Loan Agreement.

(b) The rules of construction specified in Section 1.02 of the Loan Agreement also apply to this Agreement.

Section 1.02. Other Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“Agent” shall have the meaning assigned to such term in the preliminary statement.

“Agreement” shall have the meaning assigned to such term in the preamble.

“Dutch Guarantors” shall mean those European Guarantors incorporated or organized under the laws of the Netherlands listed on the signature page hereto, and those Foreign Subsidiaries incorporated or organized under the laws of the Netherlands that become European Guarantors by executing a supplement in the form of Exhibit A hereto.

Dutch Obligors” shall mean the European Borrower and the Dutch Guarantors.

“European Borrower” shall have the meaning assigned to such term in the preamble.

“European Guarantors” shall have the meaning assigned to such term in the preamble.

“European Loan Parties” shall mean the European Borrower and the European Guarantors.

“German GmbH & Co. KG Guarantor” shall have the meaning assigned to such term in Section 4.17.

“German GmbH Guarantor” shall have the meaning assigned to such term in Section 4.17.

“German Guarantor” shall mean any German GmbH Guarantor or German GmbH & Co. KG Guarantor.

“JPMCB” shall have the meaning assigned to such term in the preamble.

“LC Exposure” shall mean, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit issued for the account of the European Borrower at such time plus (b) the aggregate amount of all LC Disbursements in respect of Letters of Credit issued for the account of the European Borrower that have not yet been reimbursed by or on behalf of the European Borrower at such time.

“Loan Agreement” shall have the meaning assigned to such term in the preliminary statement.

“Secured Obligations” shall mean all unpaid principal of and accrued and unpaid interest on (including interest accruing during the pendency of any bankruptcy, insolvency, receivership, or other similar proceeding, regardless of whether allowed or allowable in such proceeding) the Euro Loans, all LC Exposure and all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations of the European Loan Parties to the Secured Parties.

“Secured Parties” shall mean, collectively, (a) the Euro Lenders, (b) the Issuing Lender, (c) the Agent, (d) the beneficiaries of each indemnification obligation undertaken by any European Loan Party under the Loan Documents and (e) any permitted successors, indorsees, transferees and assigns of each of the foregoing.

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ARTICLE 2

GUARANTEE

Section 2.01. Guarantee. (a) Each of the European Guarantors unconditionally and irrevocably guarantees the due and punctual payment by the European Borrower of the Secured Obligations. Each of the European Guarantors further agrees that the Secured Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and it will remain bound upon this guaranty notwithstanding any extension or renewal of any of the Secured Obligations. The obligations of the European Guarantors hereunder shall be joint and several.

(b) Each of the European Guarantors waives presentment to, demand of payment from and protest to the European Borrower or any other Loan Party of any Secured Obligation, and also waives notice of protest for nonpayment. The obligations of the European Guarantors hereunder shall not be affected by (i) the failure of the Agent or a Euro Lender or any other Secured Party to assert any claim or demand or to enforce any right or remedy against the European Borrower or any other Loan Party under the provisions of this Agreement or any other Loan Document or otherwise; (ii) any extension or renewal of any provision hereof or thereof; (iii) any rescission, waiver, compromise, acceleration, amendment or modification of any of the terms or provisions of any of the Loan Documents; (iv) the release, exchange, waiver, foreclosure, invalidity or nonperfection of any security held by the Agent for the Secured Obligations or any of them; (v) the failure of the Agent or a Euro Lender to exercise any right or remedy against any other Loan Party; or (vi) the release or substitution of any Loan Party or any other Person under any Loan Document.

Section 2.02. Guarantee of Payment. Each of the European Guarantors further agrees that its guarantee hereunder constitutes a guarantee of payment when due and not of collection, and waives any right to require that any resort be had by the Agent or any other Secured Party to any security held for the payment of the Secured Obligations or to any balance of any deposit account or credit on the books of the Agent or any other Secured Party in favor of the European Borrower or any other Person.

Section 2.03. No Limitations, Etc. (a) Except for termination of a European Guarantor’s obligations hereunder as expressly provided in Section 4.13 or as expressly provided in this Section 2.03 or in Sections 4.17 or 4.18, the obligations of each European Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Secured Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each European Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement, including with respect to any

3

other European Guarantor under this Agreement, (iii) the release, exchange, waiver, foreclosure or invalidity of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Agent or any other Secured Party for the Secured Obligations or any of them, (iv) any default, failure or delay, willful or otherwise, in the performance of the Secured Obligations, (v) the release or substitution of any Loan Party or any other Person under any Loan Document or (vi) any other act or omission that may or might in any manner or to any extent vary the risk of any European Guarantor or otherwise operate as a discharge of any European Guarantor as a matter of law or equity, unless and until the Secured Obligations are paid in full.

(b) To the fullest extent permitted by applicable law, each European Guarantor waives any defense based on or arising out of (i) any defense of the European Borrower or any other Loan Party or the unenforceability of the Secured Obligations or any part thereof or any other instrument evidencing the Secured Obligations from any cause, or the cessation from any cause of the liability of the European Borrower or any other Loan Party, other than the payment in full in cash of all the Secured Obligations and (ii) a failure to remain informed of the financial condition of the European Borrower and of any other Loan Party and any circumstances affecting the ability of the European Borrower or any other Loan Party to perform under the Loan Documents.

The Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Secured Obligations, make any other accommodation with the European Borrower or any other Loan Party or exercise any other right or remedy available to them against the European Borrower or any other Loan Party, without affecting or impairing in any way the liability of any European Guarantor hereunder except to the extent the Secured Obligations have been paid in full in cash. To the fullest extent permitted by applicable law, each European Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such European Guarantor against the European Borrower or any other Loan Party, as the case may be, or any security.

(c) To the extent applicable and notwithstanding any other provision of this Article 2, the obligations of any Dutch Guarantor expressed to be assumed in this Agreement shall be deemed not to be assumed by such Dutch Guarantor to the extent that the same would constitute unlawful financial assistance within the meaning of Articles 2:207(c) or 2:98(c) of the Dutch Civil Code and the provisions of this Agreement and the other Loan Documents shall be construed accordingly.

Section 2.04. Reinstatement. Each European Guarantor agrees that its guarantee hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by the Agent or any other Secured Party upon the bankruptcy or reorganization of the European Borrower, any other Loan Party or otherwise.

4

Section 2.05. Payments; Subrogation. Any and all payments by or on account of any obligation of any European Guarantor hereunder shall be made free and clear of and without deduction for any taxes. Upon payment by any European Guarantor of any sums to the Agent or any other Secured Party as provided above, all rights of such European Guarantor against the European Borrower or any other European Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subject to Article 3.

Section 2.06. Information. Each European Guarantor assumes all responsibility for being and keeping itself informed of the European Borrower’s and each other Loan Party’s financial condition and assets and of all other circumstances bearing upon the risk of nonpayment of the Secured Obligations and the nature, scope and extent of the risks that such European Guarantor assumes and incurs hereunder, and agrees that neither the Agent nor any other Secured Party will have any duty to advise such European Guarantor of information known to it or any of them regarding such circumstances or risks.

ARTICLE 3

INDEMNITY, SUBROGATION AND SUBORDINATION

Section 3.01. Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the European Guarantors may have under applicable law (but subject to Section 3.03), the European Borrower agrees that (a) in the event a payment shall be made by any European Guarantor under this Agreement, the European Borrower shall indemnify such European Guarantor for the full amount of such payment and such European Guarantor shall be subrogated to the rights of the Person to whom such payment shall have been made to the extent of such payment and (b) in the event any assets of any European Guarantor shall be sold pursuant to this Agreement or any Security Document to satisfy in whole or in part a claim of any Secured Party, the European Borrower shall indemnify such European Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

Section 3.02. Contribution and Subrogation. Each European Guarantor (a “Contributing Guarantor”) agrees (subject to Section 3.03) that, in the event a payment shall be made by any other European Guarantor hereunder in respect of any Secured Obligation, or assets of any other European Guarantor shall be sold pursuant to this Agreement or any Security Document to satisfy any Secured Obligation owed to any Secured Party, and such other European Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the European Borrower as provided in Section 3.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to (i) the amount of such payment or (ii) the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the European Guarantors on the date hereof (or, in the case of any European Guarantor becoming a party hereto pursuant to Section 4.14, the date of the supplement hereto executed and delivered by such European Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 3.02 shall be subrogated to the rights of such Claiming Guarantor under Section 3.01 to the extent of such payment.

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Section 3.03. Subordination. (a) Notwithstanding any provision of this Agreement to the contrary, all rights of the European Guarantors under Sections 3.01 and 3.02 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated and junior in right of payment to the prior final and indefeasible payment in full of all the Secured Obligations. No failure on the part of the European Borrower or any European Guarantor to make the payments required by Sections 3.01 and 3.02 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any other European Guarantor with respect to its obligations hereunder, and each other European Guarantor shall remain liable for the full amount of its obligations hereunder.

(b) The European Borrower and each European Guarantor hereby agree that all Indebtedness and other monetary obligations owed by it to the European Borrower or any Subsidiary shall be fully subordinated to the payment in full in cash of the Secured Obligations.

ARTICLE 4

MISCELLANEOUS

Section 4.01. Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.01 of the Loan Agreement. All communications and notices hereunder to any Loan Party shall be given to it in care of Tower Automotive, LLC as provided in Section 10.01 of the Loan Agreement. All communications and notices hereunder to any other party hereto shall be given to it as provided in Section 10.01 of the Loan Agreement.

Section 4.02. Survival of Agreement. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Euro Lenders and the Issuing Lender and shall survive the execution and delivery of the Loan Documents and the making of any Euro Loans and issuance of any Letters of Credit for the account of the European Borrower, regardless of any investigation made by any Euro Lender or the Issuing Lender or on its behalf and notwithstanding that the Agent, any Euro Lender or the Issuing Lender may have had notice or knowledge of any Default, Event of Default or incorrect representation or warranty at the time any credit is extended under the Loan Agreement, and shall continue in full force and effect as long as the principal of or any accrued interest on any Euro Loan or any fee or any other amount payable by the European Loan Parties under any Loan Document is outstanding and unpaid or any Letter of Credit issued for the account of the European Borrower is outstanding and so long as the Euro Commitments have not expired or terminated.

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Section 4.03. Integration; Binding Effect; Several Agreement. This Agreement and any separate letter agreements with respect to fees payable to the Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement shall become effective as to any European Guarantor when a counterpart hereof executed on behalf of such European Guarantor shall have been delivered to the Agent and a counterpart hereof shall have been executed on behalf of the Agent, and thereafter shall be binding upon such European Guarantor and the Agent and their respective permitted successors and assigns, and shall inure to the benefit of such European Guarantor, the Agent and the other Secured Parties and their respective successors and assigns, except that no European Guarantor shall have the right to assign or transfer its rights or obligations hereunder (and any such assignment or transfer shall be void) except as expressly contemplated or permitted by this Agreement. This Agreement shall be construed as a separate agreement with respect to each European Guarantor and may be amended, modified, supplemented, waived or released with respect to any European Guarantor without the approval of any other European Guarantor and without affecting the obligations of any other European Guarantor hereunder.

Section 4.04. Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any European Guarantor or the Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns.

Section 4.05. Agent’s Fees and Expenses. The parties hereto agree that the Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 10.05 of the Loan Agreement.

Section 4.06. Applicable Law. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4.22, THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

Section 4.07. Waivers; Amendment. (a) No failure or delay by the Agent or any other Secured Party in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver hereof or thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Agent and the other Secured Parties hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 4.07, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Euro Loan or issuance of a Letter of Credit for the account of the European Borrower shall not be construed as a waiver of any

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Default or any Event of Default, regardless of whether the Agent, any Issuing Lender or any Euro Lender may have had notice or knowledge of such Default or any Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances.

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Agent and the European Guarantor or European Guarantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 10.09 of the Loan Agreement.

Section 4.08. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4.08.

Section 4.09. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 4.10. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective as provided in Section 4.03. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

Section 4.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

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Section 4.12. Jurisdiction; Consent to Service of Process. (a) Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each party hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.

(b) Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or, except to the extent expressly provided therein, any other Loan Document in any court referred to in paragraph (a) of this Section 4.12. Each party hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c) Each party hereto hereby irrevocably consents to service of process in the manner provided for notices in Section 4.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by law.

Section 4.13. Termination or Release. The Secured Parties agree that a European Guarantor shall be released from its guarantee of the Secured Obligations made herein (and shall cease to be a Guarantor) upon consummation of any transaction permitted under the Loan Agreement that results in it ceasing to be a direct or indirect subsidiary of Tower Automotive Holdings III Coöperatie U.A. The Secured Parties also agree that the Liens granted to the Agent on any Collateral pursuant to the Foreign Collateral Documents shall be automatically released (i) to the extent the property constituting such Collateral is owned by any European Guarantor, upon the release of such European Guarantor from its guarantee of the Secured Obligations in accordance with the preceding sentence, (ii) upon the sale or other disposition of such Collateral to any Person that is not (and is not required to be) a Loan Party, to the extent such sale or other disposition is made in compliance with the terms of the Loan Agreement (and the Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry) and (iii) as is in the judgment of the Agent required to effect any sale or other disposition of Collateral in connection with any exercise of remedies of the Agent pursuant to the Security Documents.

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Section 4.14. Additional Subsidiaries. Any Foreign Subsidiary that after the Closing Date is required to become a party hereto pursuant to Section 5.13 of the Loan Agreement (each a “Required Additional European Guarantor”) shall execute and deliver a supplement in the form of Exhibit A hereto; provided that if the provisions of this Agreement do not contain enforcement limitations with respect to the guarantee being made hereunder sufficient to accommodate the capital maintenance or any comparable regimes existing under the laws of the jurisdiction of formation of such Required Additional European Guarantor, the supplement executed by such Required Additional European Guarantor shall be modified to include sufficient guarantee limitation language, as agreed by the Agent and such Required Additional European Guarantor. Upon execution and delivery by the Agent and such Required Additional European Guarantor of such supplement, such Required Additional European Guarantor shall become a European Guarantor hereunder with the same force and effect as if originally named as a European Guarantor herein. The execution and delivery of any such instrument shall not require the consent of any other European Guarantor hereunder. The rights and obligations of each European Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement.

Section 4.15. Right of Setoff. If an Event of Default shall have occurred and is continuing, each Secured Party is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Secured Party to or for the credit or the account of any European Guarantor against any and all of the obligations of such European Guarantor now or hereafter existing under this Agreement and the other Loan Documents held by such Secured Party, irrespective of whether or not such Secured Party shall have made any demand under this Agreement or any other Loan Document and although such obligations may be unmatured. The rights of each Secured Party under this Section 4.15 are in addition to other rights and remedies (including other rights of setoff) which such Secured Party may have.

Section 4.16. Loan Agreement Provisions Binding. Subject to Section 4.19, to the extent permitted by law each European Guarantor hereby agrees to be bound by all of the provisions of the Loan Agreement applicable to such European Guarantor.

Section 4.17. Limitation In Respect Of German Guarantors.

(a) The Agent, on behalf of itself and each of the other Secured Parties, agrees that it will not to enforce the Guarantee made under this Agreement against any Guarantor incorporated in Germany, irrespective of whether such Guarantor is at the time of enforcement organized as (i) a limited liability company (Gesellschaft mit beschränkter Haftung) (a “German GmbH Guarantor”) or (ii) a limited partnership (Kommanditgesellschaft) of which the general partner (Komplementär) is a limited liability company (a “German GmbH & Co. KG Guarantor”), if and to the extent such guarantee secures obligations of a shareholder of any German Guarantor and/or any of its Affiliates (as defined below), in each case other than any direct or indirect subsidiary of such German Guarantor, and if and to the extent the enforcement of such guarantee would cause:

(i) such German GmbH Guarantor’s (or in the case of a German GmbH & Co. KG Guarantor, its general partner’s) assets (the calculation of which shall take into account the captions reflected in § 266 (2) A, B and C of the German Commercial Code (Handelsgesetzbuch)) less such German GmbH Guarantor’s (or in the case of a German GmbH & Co. KG Guarantor, its general partner’s) liabilities, provisions and liability reserves (the calculation of which shall take into account the captions reflected in § 266 (3) B, C and D of the German Commercial Code) (the “Net Assets”) to be less than the registered share capital (Stammkapital) of such German GmbH Guarantor (or in the case of a German GmbH & Co. KG Guarantor, the registered share capital of its general partner (Begründung einer Unterbilanz)); or

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(ii) an increase of a shortfall, if the Net Assets of such German GmbH Guarantor (or, in the case of a German GmbH & Co. KG Guarantor, the Net Assets of its general partner), already fall short of the amount of the registered share capital (Vertiefung einer Unterbilanz).

For purposes of this Section 4.17(a), the term “Affiliate” refers to an affiliated company (verbundenes Unternehmen) of a shareholder of the Guarantor within the meaning of §§ 15 et. seq. of the German Stock Corporation Act (Aktiengesetz).

(b) For the purposes of the calculation of Net Assets in this Section 4.17(a), the following items shall be adjusted as follows:

(i) the amount of an increase in the registered share capital of the German GmbH Guarantor (or, in the case of a German GmbH & Co. KG Guarantor, of its general partner),

(A) that has been effected out of retained earnings (Kapitalerhöhung aus Gesellschaftsmitteln) without the prior written consent of the Agent after the date of this Agreement; or

(B) any amount of an increase in the registered share capital that has not been fully paid,

shall be deducted from the registered share capital;

(ii) any loans and other contractual liabilities incurred in violation of a any Loan Document shall be disregarded; and

(c) If after the enforcement of the Guarantee made under this Agreement a German GmbH Guarantor (or, in the case of a German GmbH & Co. KG Guarantor, its general partner) would not have Net Assets in excess of its respective registered share capital, such German Guarantor shall realize, to the extent legally permitted, any and all of its assets that are shown in the balance sheet with a book value (Buchwert) that is significantly lower than the market value of the asset if such asset is not necessary for such German Guarantor's business (betriebsnotwendig).

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(d) Notwithstanding the foregoing, the limitations set forth in this Section 4.17 shall not apply to such a Guarantee made by the relevant German Guarantor in relation to any amounts borrowed under the Loan Agreement to the extent the proceeds of such borrowing are lent to it or any of its subsidiaries from time to time and have not been repaid.

(e) The limitations set forth in this Section 4.17 shall cease to apply on the date on which a profit and loss sharing agreement (Gewinnabführungsvertrag) and/or a domination agreement (Beherrschungsvertrag) is entered into between the applicable German Guarantor on one side and the Affiliate (as defined above) the obligations of which are guaranteed and of which the German Guarantor is a subsidiary on the other, unless the applicable German Guarantor demonstrates to the satisfaction of the Agent (by way of providing an opinion by a reputable law and/or accounting firm) that any requested payment to be made under this Agreement would result in (i) a civil or (ii) criminal personal liability of any of the respective German Guarantor's managing directors or of any of the respective German Guarantor's shareholders.

(f) Enforcement of the Guarantee made under this Agreement shall initially be excluded pursuant to Section 4.17(a) if, no later than 10 (ten) Business Days following a demand by the Agent to make a payment under this Guarantee, the managing directors on behalf of the relevant German Guarantor have confirmed in writing to the Agent (such confirmation, the “Management Determination”) to what extent:

(i) the Guarantee granted hereunder is an up-stream or cross-stream guarantee as described in Section 4.17(a); and

(ii) the amount of such cross-stream and/or up-stream guarantee cannot be enforced as it would cause the Net Assets of the relevant German Guarantor (or in the case of a German GmbH & Co. KG Guarantor, the Net Assets of its general partner), being less than its respective registered share capital (taking into account the adjustments set out in Section 4.17(b) and the realization obligations set out in Section 4.17(c)),

and such Management Determination is supported by a calculation reasonably satisfactory to the Agent; provided, that the Agent shall be entitled to enforce this Guarantee for any amounts where such enforcement would, in accordance with the Management Determination, not cause the relevant German Guarantor’s Net Assets (or, in the case of a German GmbH & Co. KG Guarantor, the Net Assets of its general partner) being less than (or to fall further below) the amount of its respective registered share capital (in each case as calculated and adjusted in accordance with Sections 4.17(a) and 4.17(b)).

(g) Following receipt of a Management Determination, the Agent shall be prohibited from enforcing the Guarantee made under this Agreement pursuant to Section

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4.17(a) above for a period not to exceed 30 days. If within such 30 day period the Agent receives (i) an up-to date balance sheet together with (ii) a determination in each case prepared by auditors of international standard and reputation appointed by the relevant German Guarantor either confirming the Management Determination or setting out deviations from the Management Determination (the “Auditor’s Determination”) the enforcement of this Guarantee shall be limited if and to the extent such enforcement would, in accordance with the Auditor's Determination, cause the Net Assets of the applicable German Guarantor (or, in the case of a German GmbH & Co. KG Guarantor, the Net Assets of its general partner) being less than (or to fall further below) the amount of its respective registered share capital, in each case as calculated and adjusted in accordance with Sections 4.17(a) and 4.17(b). If the applicable German Guarantor fails to deliver an Auditor's Determination within 30 days after receipt of the Management Determination, the Agent shall be entitled to enforce this Guarantee without any limitation or restriction.

(h) For the avoidance of doubt, any balance sheet to be prepared pursuant to paragraphs (f) or (g) above shall be prepared in accordance with the relevant accounting principles.

(i) Nothing in this Agreement shall be interpreted as a restriction or limitation of the enforcement of the Guarantee made under this Agreement if and to the extent it secures the primary obligations of the relevant German Guarantor or obligations of any of its direct or indirect subsidiaries.

Section 4.18. Limitation In Respect Of Polish Guarantors.

(a) The obligations of any European Guarantor which is incorporated or organized under the laws of the Republic of Poland (a “Polish Guarantor”) expressed to be assumed in this Agreement shall be deemed not to be assumed by such Polish Guarantor to the extent that (i) they include any liability to the extent it would result in a reduction of its assets necessary to cover in full its share capital pursuant to article 189 par. 2 of the Polish Commercial Companies Code of 15th September 2000 (Journal of Laws no 94, item 1037, as amended); and (ii) such obligations, liability or payment would render such Polish Guarantor insolvent within the meaning of Article 11 sec. 2 of the Polish Bankruptcy and Restructuring Law dated February 28, 2003 (Journal of Laws no 60, item 535, as amended) provided that the foregoing limitation shall not apply in case and for so long as an Event of Default has occurred and is continuing.

Section 4.19. Limitation In Respect of Certain Negative Covenants. (a) Notwithstanding anything contained in Article 6 of the Loan Agreement or Section 4.16 of this Agreement to the contrary, the provisions of Sections 6.02, 6.04, 6.05, 6.06 and 6.08 (the “Relevant Restrictive Covenants”) shall not be binding upon any Loan Party incorporated under the laws of Germany (a “German Group Member”) or any subsidiary of a German Group Member whose jurisdiction of incorporation or establishment is Germany; provided, however, that each European Loan Party that is not a German Group Member hereby agrees that it will not cause any of its subsidiaries that is a German Group Member to carry out any act or take any step which would be prohibited by any of the Relevant Restrictive Covenants.

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(b) Each German Group Member shall give the Agent no less than twenty five (25) Business Days’ prior written notice of the intention of it or of its subsidiaries whose jurisdiction of incorporation or establishment is Germany to carry out any of the acts or take any of the steps which, but for Section 4.19(a), would be prohibited by any of the Relevant Restrictive Covenants.

(c) Within ten (10) Business Days of its receipt of notice from the relevant German Group Member under Section 4.19(b), the Agent shall be entitled to request that the relevant German Group Member supply to the Agent (in sufficient copies for the Lenders) any relevant information in connection with the proposed action or steps referred to in such notice. The relevant German Group Member undertakes to provide such information within five (5) Business Days of receipt of the Agent's request under this Section 4.19(c).

(d) The Agent shall notify the relevant German Group Member, (i) within fifteen (15) Business Days of receipt of the relevant German Group Member’s notice under Section 4.19(b) or (ii) if additional information has been requested by the Agent under Section 4.19(c), within ten (10) Business Days of receipt of such information, whether the proposed action or steps referred to in Section 4.19(b), in the reasonable opinion of the Agent or the Required Lenders, would reasonably be expected to have a Material Adverse Effect.

(e) If, in the reasonable opinion of the Agent or the Required Lenders, the proposed action or steps referred to in Section 4.19(b) would reasonably be expected to have a Material Adverse Effect or if the relevant German Group Member fails to provide the Agent with any additional information requested pursuant to Section 4.19(c) within the time provided therefor, and the relevant German Group Member nevertheless takes the proposed action or steps referred to in Section 4.19(b), an Event of Default shall be deemed to exist under Article 7 of the Loan Agreement.

Section 4.20. Abstract Debt Acknowledgement. The Agent, on behalf of itself and each of the other Secured Parties, hereby irrevocably and unconditionally agrees, and each of the European Loan Parties hereby irrevocably and unconditionally acknowledges by way of an abstract acknowledgement of debt (abstraktes Schuldanerkenntnis) within the meaning of §§ 780, 781 German Civil Code (Bürgerliches Gesetzbuch), that each European Loan Party shall be obliged, as a joint and several debtor, to pay an amount to the Agent (or its respective successors in that capacity) that corresponds to the total of all of the European Loan Parties’ obligations under the Loan Documents (other than under German law governed share pledge agreements or land charges, if any), and that, accordingly, the Agent shall have an independent right to request the fulfillment of said obligation from any European Loan Party.

Section 4.21. Agent As Joint and Several Creditor. (a) Each European Loan Party and the Agent, on behalf of itself and each of the other Secured Parties, agrees that the

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Agent shall be the joint creditor (together with the relevant Secured Party) and the several creditor of each and every payment obligation of any European Loan Party towards each and any Secured Party under any Loan Document and that, accordingly, the Agent shall have and will have its own an independent right to demand performance of said obligations from that European Loan Party. The discharge of any such obligation to either of the Agent or the relevant Secured Party shall, to the same extent, discharge the corresponding obligation owing to the other party.

(b) Without limiting or affecting the Agent’s rights against any European Loan Party (under the preceding paragraph or any other provision of any Loan Document), the Agent agrees with each of the other Secured Parties that it shall not exercise its rights as a joint creditor with a Secured Party without the consent of such Secured Party. Nothing in the preceding sentence (i) shall limit in any manner or to any extent the Agent’s right in any capacity to take any action to protect or preserve any of its rights under any Security Document or to enforce any security interest created thereby, as stipulated in this Agreement and/or the relevant Security Document (or to perform any other act in that context) or (ii) shall create any additional rights for any of the European Loan Parties, it being understood that (a) the provisions of this Section 4.21 relate solely to the relationship between the Agent and the other Secured Parties and (b) no European Loan Party is an intended third party beneficiary of anything contained in this Section 4.21.

Section 4.22. Dutch Collateral Debt Covenant.

(a) Parallel Debt Undertaking. Without prejudice to the other provisions of the Loan Documents, each Dutch Obligor irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) to pay to the Agent amounts equal to any amounts owing by such Dutch Obligor to the Secured Parties in respect of its obligations and liabilities (i) under the Loan Documents or (ii) in connection with any other indebtedness as the parties may agree from time to time should form part of the Parallel Debt (in each case, whether present or future and whether actual or contingent) (such obligations under sub-clauses (i) and (ii) above for the purposes of this clause to be referred as “Corresponding Obligations”) as and when the same fall due for payment thereunder. Such a payment undertaking and the obligations and liabilities resulting from it by a Dutch Obligor to the Agent are referred to as its “Parallel Debt”.

(b) Acknowledgment. Each party to this Agreement acknowledges that (i) the Parallel Debt of a Dutch Obligor constitutes, undertakings, obligations and liabilities of such Dutch Obligor to the Agent separate and independent from, and without prejudice to its Corresponding Obligations (whether present or future and whether actual or contingent) to the Secured Parties, and (ii) the Parallel Debt of a Dutch Obligor represents the Agent’s own separate and independent claim (eigen en zelfstandige vordering) to receive payment of the Parallel Debt from such Dutch Obligor; provided that in all events the aggregate amount which may become due under a Parallel Debt of a Dutch Obligor shall never exceed the aggregate amount which may become due under its Corresponding Obligations.

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(c) Decrease Parallel Debt. Each party to this Agreement agrees that the aggregate amount due by a Dutch Obligor under its Parallel Debt will be decreased to the extent such Dutch Obligor has paid any amounts to the Secured Parties to reduce its outstanding Corresponding Obligations except to the extent such payment shall have been subsequently avoided or reduced by virtue of provisions or enactments relating to bankruptcy, insolvency, preference, liquidation or similar laws of general application.

(d) Decrease Obligations. Each party to this Agreement agrees that to the extent a Dutch Obligor has paid any amounts to the Agent under its Parallel Debt the aggregate amount due by such Dutch Obligor under its Corresponding Obligations will be decreased accordingly, except to the extent such payment shall have been subsequently avoided or reduced by virtue of provisions or enactments relating to bankruptcy, insolvency, preference, liquidation or similar laws of general application.

(e) Application Parallel Debt. To the extent the Agent receives any amount in payment of a Parallel Debt, the Agent shall distribute such amount among the Secured Parties in accordance with the terms of the Loan Documents.

(f) Default. For the avoidance of doubt, a Parallel Debt will become due and payable (opeisbaar) at the same time and to the same extent as the related Corresponding Obligations become due and payable.

(g) No common property. Each party to this Agreement confirms that, in accordance with this Section 4.22 the claim of the Agent against any Dutch Obligor in respect of its Parallel Debt does not constitute common property (een gemeenschap) within the meaning of Article 3:166 Dutch Civil Code and that the provisions relating to such common property shall not apply. If, however, it shall be held that such claim of the Agent does constitute such common property and such provisions do apply, the parties to this Agreement agree that this Agreement shall constitute the administration agreement (beheersregeling) within the meaning of Article 3:168 Dutch Civil Code.

(h) No agent. For the purpose of this Section 4.22, the Agent acts in its own name and on behalf of itself and not as agent or representative of any other party to this Agreement, and any Lien granted by a Dutch Obligor to the Agent to secure its Parallel Debt is granted to the Agent in its capacity as creditor of such Parallel Debt.

(i) Governing Law. Notwithstanding the provisions of Section 4.06, this Section 4.22 shall be governed by the law of the Netherlands.

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IN WITNESS WHEREOF, the Foreign Subsidiaries party hereto have duly executed this Agreement as of the day and year first above written.

European Borrower:
TOWER AUTOMOTIVE HOLDINGS EUROPE B.V.
By:	/s/ C.A van Beek
	Name: C.A van Beek
	Title: Managing Director
By:	/s/ B.S. Hummel
	Name: B.S. Hummel
	Title: Managing Director
	Address:
	Legal Name:
	Jurisdiction of Incorporation: The Netherlands

European Guarantors:
TOWER AUTOMOTIVE HOLDINGS III COÖPERATIE U.A.
By:	/s/ B.S. Hummel
	Name: B.S. Hummel
	Title: Managing Director
	Address:
	Legal Name:
	Jurisdiction of Formation: The Netherlands
TOWER AUTOMOTIVE HOLDINGS ASIA B.V.
By:	/s/ C.A van Beek
	Name: C.A van Beek
	Title: Managing Director
By:	/s/ B.S. Hummel
	Name: B.S. Hummel
	Title: Managing Director
	Address:
	Legal Name:
	Jurisdiction of Incorporation: The Netherlands

TOWER AUTOMOTIVE HOLDING GMBH
By:	/s/ Vincent Pairet
	Name: Vincent Pairet
	Title: Managing Director
	Address:
	Legal Name:
	Jurisdiction of Incorporation: Germany
TOWER AUTOMOTIVE UMFORMTECHNIK GMBH
By:	/s/ Vincent Pairet
	Name: Vincent Pairet
	Title: Managing Director
	Address:
	Legal Name:
	Jurisdiction of Incorporation: Germany
TOWER AUTOMOTIVE PRESSWERK ZWICKAU GMBH
By:	/s/ Hans Große
	Name: Hans Große
	Title: Managing Director
	Address:
	Legal Name:
	Jurisdiction of Incorporation: Germany
TOWER AUTOMOTIVE DUISBURG GMBH
By:	/s/ Frank Walter
	Name: Frank Walter
	Title: Managing Director
	Address:
	Legal Name:
	Jurisdiction of Incorporation: Germany

2

TOWER AUTOMOTIVE AUSLANDSBETEILIGUNGEN GMBH
By:	/s/ Frank Walter
	Name: Frank Walter
	Title: Managing Director
	Address:
	Legal Name:
	Jurisdiction of Incorporation: Germany
TOWER AUTOMOTIVE POLSKA SP. Z O.O.
By:	/s/ Frank Walter
	Name: Frank Walter
	Title: Managing Director
	Address:
	Legal Name:
	Jurisdiction of Incorporation: Poland
TOWER AUTOMOTIVE GESCHÄFTS FÜHRUNG
By:	/s/ Gyula Meleghy
	Name: Gyula Meleghy
	Title: Managing Director
	Address:
	Legal Name:
	Jurisdiction of Incorporation: Germany
FELISSA GRUNDSTÜCKSVERMIETUNGS-GESELLSCHAFT MBH & CO. OBJEKT DWSBURG KG
By:	/s/ Gerrit Kotterman
	Name: Gerrit Kotterman
	Title: Managing Director
	Address:
	Legal Name:
	Jurisdiction of Formation: Germany

3

TOWER AUTOMOTIVE INTERNATIONAL B.V.
By:	/s/ Jeffrey L. Kersten
	Name: Jeffrey L. Kersten
	Title: Managing Director A
	Address: 2745 Lowell Road, Ann Arbor, MI 48103
	Legal Name: Jeffrey L. Kersten
	Jurisdiction of Incorporation: Germany
TOWER AUTOMOTIVE EUROPE B.V. (to be renamed as Tower Automotive International Holdings B.V.)
By:	/s/ Jeffrey L. Kersten
	Name: Jeffrey L. Kersten
	Title: Managing Director A
	Address: 2745 Lowell Road, Ann Arbor, MI 48103
	Legal Name: Jeffrey L. Kersten
	Jurisdiction of Incorporation: The Netherlands

4

EX-10.25

Exhibit 10.25

August 28, 2009	17672 Laurel Pork Drive N
	Suite 400E
Mr. James C. Gouin	Livonia, MI 48152

Dear Jim:

Reference is hereby made to the Employment Agreement between Tower Automotive Operations USA I, LLC (the “Company”) and you dated as of November 1, 2007 (the “Employment Agreement”). Capitalized terms used in this letter and not specifically defined in this letter shall have the meanings set forth in the Employment Agreement. The purpose of this letter to is memorialize the extension of the employment relationship under the Employment Agreement (as contemplated by Section 2 of the Employment Agreement) and our mutual agreement with respect to the “Severance Amount” (under Section 5.2(b) of the Employment Agreement).

Subject to your acceptance of the terms set forth in this letter (by signing the enclosed copy of this letter and returning it to me within the time frame provided):

1.Extension Notice. This letter shall serve as the Company’s written notice to you of its intention to extend the Term of the Employment Agreement and shall be deemed the Extension Notice contemplated under Section 2 of the Employment Agreement. Accordingly, upon expiration of the Initial Term (i.e., October 31, 2009), the employment relationship under the Employment Agreement shall be extended for an additional period of one (1) year commencing on November 1, 2009, subject to earlier termination pursuant to Section 5 of the Employment Agreement.

2.Severance Amount. Effective as of November 1, 2009, the Severance Amount shall be limited to one times your annualized rate of Base Salary in effect as of the effective date of termination. Accordingly, effective as of November 1, 2009, Section 5.2(b)(i) of the Employment Agreement is hereby deleted and replaced with the following:

“(i) an aggregate amount (the “Severance Amount”) equal to one times Employee’s annualized rate of Base Salary in effect as of the effective date of termination.

The Severance amount, less standard income and payroll tax withholdings and other authorized deductions, shall be payable in twelve (12) equal monthly installments, commencing within seventy-five (75) days following the Employee’s date of termination, but not later than March 15 of the year following the year in which the Employee’s date of termination occurs; provided, however, that payment of the Severance Amount shall not

commence unless the Release becomes effective. Each installment of the Severance Amount shall be treated as a separate payment for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Code”); and”

Except as specifically set forth in this letter, all terms of the Employment Agreement shall remain unmodified and in full force and in effect.

Please acknowledge your understanding and agreement with the terms set forth in this letter by signing the enclosed copy of this letter and returning it to me on or before September 30, 2009. If you do not sign and return this letter within the time frame provided, this letter (including, without limitation, the Extension Notice) shall be void and of no force and effect.

We look forward to your continued service to the Company.

/s/ Mark M. Malcolm

Mark M. Malcolm, President & CEO

Tower Automotive, LLC

Agreed and accepted this              day of September, 2009.

/s/ James Gouin

James Gouin

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EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (“Agreement”) dated as of November 1, 2007 between Tower Automotive Operations USA I, LLC, a Delaware limited liability company (the “Company”), and James Gouin, an individual (the “Employee”). (Company and Employee, each a “Party” and, collectively, the “Parties”).

WHEREAS, the Parties wish to establish the terms of the Employee’s employment with the Company.

Accordingly, the Parties agree as follows:

1. Employment and Acceptance. The Company shall employ the Employee, and the Employee shall accept employment, subject to the terms of this Agreement, effective as of November 19, 2007 (the “Effective Date”).

2. Term. Subject to earlier termination pursuant to Section 5 of this Agreement, this Agreement and the employment relationship hereunder shall continue from the Effective Date until the second (2nd) yearly anniversary of the Effective Date (the “Initial Term”). Effective upon the expiration of the Initial Term and of each Additional Term (as defined below), if any, this Agreement and the employment relationship hereunder may be extended for an additional period of one (1) year, subject to earlier termination pursuant to Section 5 of this Agreement (each, an “Additional Term”), in each such case commencing upon the expiration of the Initial Term or the then-current Additional Term, as the case may be, but only if, at least sixty (60) calendar days prior to the expiration of the Initial Term or the then-current Additional Term, as the case may be, the Company shall have given written notice to the Employee of its intention to extend the Term (as defined below) of this Agreement (the “Extension Notice”). In the event that the Company does not provide an Extension Notice in the manner set forth in the preceding sentence, the Term automatically shall expire at the end of the Initial Term or the then-current Additional Term, as the case may be. As used in this Agreement, the “Term” shall refer to the period beginning on the Effective Date and ending on the date the Employee’s employment terminates in accordance with this Section 2 or Section 5 of this Agreement. Upon the expiration of the Term or earlier termination of this Agreement and the employment relationship hereunder, the Company shall have no further obligations to the Employee under this Agreement or otherwise, except as specifically set forth in Section 5 of this Agreement.

3. Duties and Title.

3.1 Title. The Company shall employ the Employee to render exclusive and full-time services to the Company and the other members of the Company Group (as defined below). The Employee shall serve in the capacity of Chief Financial Officer of the Company and in such other positions or capacities as may be requested by the Board of Managers of the Company (the “Board”) and/or the Chief Executive Officer of the Company (the “CEO”) (including, without limitation, serving as an officer of, or in another other capacity for, one or more members of the Company Group), and shall report directly to the CEO. As used in this Agreement: (a) “Company Group” means the Company and its Affiliates, as well as any predecessors, past and future successors or assigns (including, without limitation, the purchaser of all or any assets of the Company or any of its Affiliates) of the Company or any of its

Affiliates; and (b) “Affiliate” of any individual or entity shall mean any other individual or entity that directly or indirectly controls, is controlled by, or is under common control with, the individual or entity. For purposes of this Agreement, an Affiliate of the Company shall mean Tower Automotive, LLC and any entity that is owned or controlled by Tower Automotive, LLC.

3.2 Duties. During the Term, the Employee will have such authority and responsibilities and will perform such duties as are customarily performed by a Chief Financial Officer of a company in similar lines of business as the Company and its Affiliates or as may be assigned to the Employee by the Board and/or the CEO, including, without limitation, performing services for the other members of the Company Group. Additionally, Employee shall be responsible for the Company Group’s day to day financial and accounting matters. Notwithstanding anything contained herein to the contrary, the Employee’s authority and responsibilities shall be limited to the extent determined by the Board and/or the CEO. During the Term, the Employee shall devote all of his full working-time and attention to the performance of such duties and to the promotion of the business and interests of the Company Group.

3.3 Location. The Employee shall perform his full-time services to the Company Group in the Company’s Novi, Michigan office; provided, however, the Employee shall be required to travel as necessary to perform his duties hereunder.

4. Compensation and Benefits by the Company. As compensation for all services rendered pursuant to this Agreement (including, without limitation, services as an officer, director or member of any committee of any member of the Company Group or any division of a member of the Company Group), the Company shall provide the Employee with the following during the Term:

4.1 Base Salary. During the Term, the Company will pay to the Employee a base salary of Four Hundred Fifty Thousand and 00/100 Dollars ($450,000) on an annualized basis, payable in accordance with the customary payroll practices of the Company (“Base Salary”). The Base Salary shall be subject to periodic review and such periodic adjustments as the Board and/or CEO deems appropriate in their discretion.

4.2 Annual Bonus. For each calendar year ending during the Term, the Employee shall be eligible to receive, under the Company’s annual incentive plan, an annual variable bonus payment with a target gross amount of one hundred percent (100%) of the Employee’s annualized Base Salary (as in effect as of the end of the applicable year) (the “Annual Bonus”); provided, however, the Annual Bonus for 2007 (if any) shall be prorated based upon the Effective Date (i.e., the target gross amount of Employee’s Annual Bonus for 2007 shall be one hundred percent (100%) of the Base Salary actually earned by the Employee in 2007). The precise amount of the Annual Bonus shall be based on achievement of objectives set by the Board or a committee thereof at the beginning of the applicable year; provided, however, that the objectives for 2007 shall be set by the Board within sixty (60) days of the Effective Date. The Annual Bonus payment shall be due and payable at such time or times as the Board determines, but not later than thirty (30) days following approval by the Board (or committee thereof) of the audited financial statements of the Company Group for the applicable year (the “Annual Bonus Approval Date”). To be eligible to receive any Annual Bonus (or portion thereof), the Employee must be employed by the Company on the Annual Bonus Approval Date.

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4.3 Participation in Employee Benefit Plans. The Employee shall be entitled during the Term, if and to the extent eligible, to participate in all of the applicable benefit plans (excluding severance plans, if any) of the Company, which may be available to other senior executives of the Company. The Company may at any time, or from time to time, amend, modify, suspend or terminate any employee benefit plan, program or arrangement for any reason without the Employee’s consent if such amendment, modification, suspension or termination is consistent with the amendment, modification, suspension or termination for other executives of the Company.

4.4 Expense Reimbursement. During the Term, the Employee shall be entitled to receive reimbursement for all appropriate business expenses incurred by him in connection with his duties under this Agreement in accordance with the policies of the Company as in effect from time

4.5 Management Incentive Plan. The Employee shall be eligible to participate in the Tower Automotive Management, LLC 2007 Management Incentive Plan (the “MIP”). Employee’s participation in the MIP and rights thereunder shall be subject to the terms of the MIP and any applicable grant or other agreements under the MIP as determined by the Board or committee thereof. Subject to the Employee’s execution of the Unit Award Agreement attached hereto as Exhibit A, the Employee shall be awarded Nonvoting Units of Tower Automotive Management, LLC pursuant to the MIP and the terms and conditions of such Nonvoting Units shall be subject to the terms of the MIP and such Unit Award Agreement.

5. Termination of Employment.

5.1 By the Company for Cause or by the Employee without Good Reason, If: (i) the Company terminates the Employee’s employment with the Company for Cause; or (ii) the Employee terminates his employment with the Company without Good Reason (as defined below), provided that the Employee shall be required to give the Company at least sixty (60) days prior written notice of such termination (subject to the Company’s right to accept Employee’s notice of termination and to accelerate such notice and make the Employee’s termination effective immediately, or on any other date prior to Employee’s intended last day of work as the Company deems appropriate, which acceleration shall in no event be deemed a termination by the Company without Cause), then the Employee shall be entitled to receive, and the Company’s sole obligation under this Agreement or otherwise shall be to pay or provide to the Employee, the following (collectively, the “Accrued Benefits”):

(a) the Employee’s earned, but unpaid, Base Salary through the effective date of termination (payable in accordance with Section 4.1 of this Agreement) and any amounts or benefits (if any) that are vested amounts or vested benefits or that the Employee is otherwise entitled to receive under the express provision of any plan, program, policy or practice on the effective date of termination (excluding, without limitation, severance pay plans (if any) and any amounts or benefits that are forfeited in the event of a termination for Cause, termination by the Employee for any reason or no reason or other termination in accordance with the terms of the applicable plan, programs, policy, or practice), which amounts and/or benefits shall be payable or provided in accordance with the terms of such plan, program policy, or practice;

(b) any Annual Bonus (or portion thereof), if any, relating to the calendar year prior to the calendar year in which the effective date of the Employee’s

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termination occurs that was earned on the applicable Annual Bonus Approval Date, but unpaid, as of the date of termination, which unpaid Annual Bonus (or portion thereof) shall be payable within thirty (30) days of the date of termination; and

(c) expenses reimbursable under Section 4.4 of this Agreement incurred, but not yet reimbursed to the Employee, to the date of termination.

For the purposes of this Agreement, “Cause” means, as determined by a majority of the Board, in the Board’s reasonable business judgment acting in good faith and engaging in fair dealing with the Employee, with respect to conduct during the Employee’s employment with the Company, whether or not committed during the Term: (i) commission of a felony by the Employee; (ii) acts of dishonesty by the Employee resulting or intending to result in personal gain or enrichment at the expense of any member of the Company Group or any of their respective Affiliates; (iii) the Employee’s appropriation (or attempted appropriation) of any business opportunity of any member of the Company Group or any of their respective Affiliates, including, without limitation, attempting to secure or securing any personal profit or benefit in connection with any transaction entered into by or on behalf of any member of the Company Group or any of their respective Affiliates; (iv) the Employee’s material breach of any of his duties, representations, warranties, covenants or other obligations under this Agreement; (v) conduct by the Employee in connection with his duties hereunder that is fraudulent or grossly negligent or that the Employee knew to be unlawful, provided that any action taken by the Employee on the advice of the Company’s General Counsel (or his/her designee) shall not be treated as unlawful for purposes of this clause (v); (vi) engaging in personal conduct by the Employee (including but not limited to, employee harassment or discrimination, or the use or possession at work of any illegal controlled substance) which seriously discredits or damages any member of the Company Group or any of their respective Affiliates; (vii) contravention of specific lawful direction of the Board and/or CEO, failure to adhere to any applicable policy or procedure of the Company of which the Employee has knowledge or which has been provided to the Employee in writing, or inattention to or failure to attempt, in good faith, to perform the duties to be performed by the Employee under the terms of this Agreement; or (viii) breach of the Employee’s covenants set forth in Section 6 of this Agreement before termination of employment; provided, that, with respect to clauses (iv) and (vii) only, the Employee shall have fifteen (15) days after notice from the Company, which notice shall set forth in reasonable detail a description of the deficiency determined by the Board and/or CEO to constitute Cause, to cure the deficiency leading to the Cause determination, if curable. A termination for “Cause” shall be effective immediately (or on such other date set forth by the Company).

For purposes of this Agreement, “Good Reason” means, without the Employee’s consent, (i) a material adverse reduction in Employee’s authority, responsibilities or duties as Chief Financial Officer of the Company; or (ii) the Company’s material breach of its obligations under this Agreement; provided that a suspension of the Employee and the requirement that the Employee not report to work shall not constitute “Good Reason” if Employee continues to receive compensation and benefits required by this Agreement. Employee shall be deemed to have consented to any act or event that would otherwise give rise to “Good Reason,” unless Employee provides written notice to the Company specifying the act or event within thirty (30) days following the occurrence of the act or event. The Company shall have thirty (30) days after receipt of notice from the Employee specifying the act or event otherwise constituting Good Reason to cure the act or event that otherwise would constitute Good Reason.

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5.2 By the Company Without Cause or By the Employee for Good Reason or Due to Death or Disability or Expiration of the Term. If: (i) the Employee’s employment terminates due to his death; (ii) the Company terminates the Employee’s employment without Cause (which may be done at any time with or without prior notice); (iii) the Company terminates the Employee’s employment due to the Employee’s Disability (as defined below); (iv) the Employee terminates his employment for Good Reason, upon at least thirty (30) days prior written notice and opportunity to cure; or (v) this Agreement and the employment relationship hereunder is terminated as a result of the expiration of the Term (arising out of the Company’s determination not to deliver an Extension Notice and regardless of whether the expiration of the Term occurs at the end of the Initial Term or an Additional Term), then the Employee (or, in the event of the Employee’s death or incapacity, the Employee’s legal representative) shall be entitled to receive, and the Company’s sole obligation under this Agreement or otherwise shall be to pay or provide:

(a) the Accrued Benefits; and

(b) subject to the Employee’s (or, in the event of the Employee’s death or incapacity, the Employee’s legal representative’s) execution, delivery and non-revocation of a general release in a form satisfactory to the Company (the “Release”), which Release, among other things, shall include a general release of the members of the Company Group, each of their respective direct and indirect parent entities and direct and indirect subsidiaries and each their respective Affiliates, and each of their respective officers, directors, employees, shareholders, members, managers, partners, plan administrators, and agents, as well as the predecessors, past and future successors and assigns or estates of any of the foregoing, from all liability:

(i) an amount (the “Severance Amount”) equal to:

(A) if the effective date of termination occurs prior to the expiration of the Initial Term, an amount equal to the larger of (X) the cumulative Base Salary payments that Employee would have received for the remainder of the Initial term (determined based on the rate of Base Salary in effect as of the effective date of termination) or (Y) one (1) times the Employee’s annualized Base Salary (determined based on the rate of Base Salary in effect as of the effective date of termination); or

(B) if the effective date of termination occurs on the last day of the Initial Term or during an Additional Term, one (1) times Employee’s annualized Base Salary (determined based on the rate of Base Salary in effect as of the effective date of termination).

The Severance Amount, less standard income and payroll tax withholding and other authorized deductions, shall be payable in twelve (12) equal monthly installments, commencing within seventy-five (75) days following the Employee’s date of termination, but not later than March 15 of the year following the year in which the Employee’s date of termination occurs; provided, however, that payment of the Severance Amount shall not commence unless the Release is executed and delivered to the Company and has not been revoked. Each installment of the Severance Amount shall be treated as a separate payment for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (collectively, the “Code”); and

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(ii) if the Employee (or, if eligible for continuation coverage under the terms of such plans and applicable law, the Employee’s legal representatives) elects continuing group coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall waive the cost of such coverage to the extent that such cost exceeds the cost that the Company charges active employees for similar coverage until the earlier of (x) the first twelve (12) months of COBRA coverage (the “Subsidized COBRA Coverage Period”), or (y) the date that the Employee (or the Employee’s legal representatives, if applicable) are covered under another group health plan, subject to the terms of the plans and applicable law; provided, however, if the effective date of termination occurs prior to the date that the Initial Term would have expired, then the Subsidized COBRA Coverage Period will be equal to the greater of (X) twelve (12) full calendar months or (Y) the number of full calendar months from the effective date of termination to the expiration of the Initial Term (e.g., if the effective date of termination is sixteen (16) full calendar months prior to the date that the Initial Term would have expired, the Subsidized COBRA Coverage Period shall be equal to the first sixteen (16) months of COBRA coverage).

The Company shall have no obligation to provide the payments and benefits (other than Accrued Benefits) set forth above in the event that Employee breaches the provisions of Section 6 of this Agreement.

For the purposes of this Agreement, “Disability” means a determination by the Company in accordance with applicable law that, as a result of a physical or mental injury or illness, the Employee is unable to perform the essential functions of his job (with or without reasonable accommodation) for a period of (i) ninety (90) consecutive days, or (ii) one hundred twenty (12) days in any twelve (12) month period.

5.3 No Mitigation; No Offset. The Employee shall be under no obligation to seek other employment after his termination of employment with the Company and the obligations of the Company to the Employee which arise upon the termination of his employment pursuant to this Section 5 shall not be subject to mitigation or offset.

5.4 Removal from any Boards and Position. If the Employee’s employment is terminated for any reason under this Agreement, he shall be deemed to resign (i) if a member, from the board of directors of any member of the Company Group or any other board to which he has been appointed or nominated by, or on behalf of the Company, or any other member of the Company Group, and (ii) from any position with any member of the Company Group, including but not limited to, as an officer of any member of the Company Group; provided, however, the Employee agrees to take all further actions that are deemed reasonably necessary by the Company to effectuate or evidence such resignations.

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6. Restrictions and Obligations of the Employee.

6.1 Confidentiality. (a) During the course of the Employee’s employment by the Company (prior to and during the Term) or otherwise, the Employee has had and will have access to certain trade secrets and confidential information relating to the Company and its Affiliates, its and their respective direct and indirect parent entities and direct and indirect subsidiaries and each of their respective Affiliates, as well as their respective predecessors, successors and assigns (collectively, the “Protected Parties”) which is not readily available from sources outside the Protected Parties. The confidential and proprietary information and trade secrets of the Protected Parties are among their most valuable assets, including but not limited to, their customer, supplier and vendor lists, databases, competitive strategies, computer programs, frameworks, or models, their marketing programs, their sales, financial, marketing, training and technical information, their product development (and proprietary product data) and any other information, whether communicated orally, electronically, in writing or in other tangible forms concerning how the Protected Parties create, develop, acquire or maintain their products and marketing plans, target their potential customers and operate their businesses. The Protected Parties invested, and continue to invest, considerable amounts of time and money in their process, technology, know-how, obtaining and developing the goodwill of their customers, their other external relationships, their data systems and databases, and all the information described above (hereinafter collectively referred to as “Confidential Information”), and any misappropriation or unauthorized disclosure of Confidential Information in any form would irreparably harm the Protected Parties. The Employee acknowledges that such Confidential Information constitutes valuable, highly confidential, special and unique property of the Protected Parties. The Employee shall hold in a fiduciary capacity for the benefit of the Protected Parties all Confidential Information relating to the Protected Parties and their businesses, which shall have been obtained by the Employee during the Employee’s employment by the Company or its Affiliates or otherwise and which shall not be or become public knowledge (other than by acts by the Employee or representatives of the Employee in violation of this Agreement). Except as required by law or an order of a court or governmental agency with jurisdiction, the Employee shall not, during the period the Employee is employed by the Company or its Affiliates or at any time thereafter, disclose any Confidential Information, directly or indirectly, to any person or entity for any reason or purpose whatsoever, nor shall the Employee use it in any way, except in the course of the Employee’s employment with, and for the benefit of, the Protected Parties or to enforce any rights or defend any claims hereunder or under any other agreement to which the Employee is a party, provided that such disclosure is relevant to the enforcement of such rights or defense of such claims and is only disclosed to the extent necessary in the formal proceedings related thereto. The Employee shall take all reasonable steps to safeguard the Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. The Employee understands and agrees that the Employee shall acquire no rights to any such Confidential Information.

(b) All files, records, documents, drawings, specifications, data, computer programs, evaluation mechanisms and analytics and similar items relating thereto or to the Business (for the purposes of this Agreement, “Business” shall be as defined in Section 6.3 hereof), as well as all customer lists, specific customer information, compilations of product research and marketing techniques of the Protected Parties, whether prepared by the Employee or otherwise coming into the Employee’s possession, shall remain the exclusive property of the

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Company or other Protected Parties, as applicable, and the Employee shall not remove any such items from the premises of the Company or other Protected Parties, except in furtherance of the Employee’s duties under this Agreement.

(c) It is understood that while employed by the Company or any of its Affiliates, the Employee will promptly disclose to the Company and to no one else, any idea, invention, technique, modification, process, or improvement (whether patentable or not), any industrial design (whether registrable or not), any mask work, however fixed or encoded, that is suitable to be fixed, embedded or programmed in a product (whether recordable or not) and any work of authorship (whether or not copyright protection may be obtained for it) created, conceived, or developed by the Employee or the Employee’s Affiliate (collectively, the “Inventions”), either solely or in conjunction with others, during Employee’s employment with the Company or any of its Affiliates, that relates in any way to, or is useful in any manner to, the business then being conducted or proposed to be conducted by any member of the Company Group or any of their respective Affiliates and any such item created by the Employee or the Employee’s Affiliate, either solely or in conjunction with others, that is based upon or uses Confidential Information. Employee agrees that (i) each Invention belongs, or shall belong, exclusively to the Company from conception, (ii) all of the Employee’s writings, works of authorship, specially commissioned works, and other Inventions are works made for hire and are the exclusive property of the Company, including any copyrights, patents, or other intellectual property rights pertaining thereto, and (iii) if it is determined that any such Inventions are not works made for hire, the Employee hereby irrevocably assigns to the Company all of the Employee’s right, title and interest, including rights of copyright, patent, and other intellectual property rights, to or in such Inventions. The Employee covenants that the Employee shall promptly (i) provide a separate written irrevocable assignment to the Company, or to an individual or entity designated by the Company, at the Company’s request and without additional compensation, all of the Employee’s right to any Inventions in the United States and all foreign jurisdictions, (ii) at the Company’s expense, execute and deliver to the Company such applications, assignments, and other documents as the Company may request in order to apply for and obtain patents or other registrations with respect to any Invention in the United States and any foreign jurisdictions, (iii) at the Company’s expense, execute and deliver all other papers deemed necessary by the Company to carry out the above obligations, and (iv) give testimony and render any other assistance in support of the Company’s rights to any Invention (with the Company paying the Employee a reasonable fee for the Employee’s time if the Employee’s employment with the Company or any of its Affiliates has ended at the time of such testimony or assistance). In the event that the Company is unable to secure the Employee’s signature after reasonable effort in connection with any patent, trademark, copyright or other similar protection relation to an Invention, the Employee irrevocably designates and appoints the Company and its respective officers and agents as the Employee’s agent and attorney-in-fact, to act for and on the Employee’s behalf and stead to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of patents, trademarks, copyrights or similar protection thereon with the same legal force and effect as if executed by the Employee. At all times during and after the Employee’s employment by the Company, the Employee shall assist the Company in obtaining, maintaining, and renewing patent, copyright, trademark and other appropriate protection for any Invention, in the United States and in any foreign jurisdictions, at the Company’s expense.

(d) As requested by the Company, from time to time and upon the termination of the Employee’s employment with the Company for any reason or no reason, the

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Employee will promptly deliver to the Company all copies and embodiments, in whatever form, of all Confidential Information in the Employee’s possession or within his control (including but not limited to, memoranda, records, notes, plans, photographs, manuals, notebooks, documentation, program listings, flow charts, magnetic media, disks, diskettes, tapes and all other materials containing any Confidential Information) irrespective of the location or form of such material. If requested by the Company, the Employee will provide the Company with written confirmation that all such materials have been delivered to the Company as provided herein.

6.2 Non-Solicitation or Hire. During the Term and for a period of twelve (12) months following the termination of the Employee’s employment for any reason or no reason (the “Non-Solicit Period”), the Employee shall not, directly or indirectly, solicit or attempt to solicit or induce or attempt to induce, directly or indirectly, (a) any individual or entity who or which is a customer of the Company or any of the other Protected Parties, or who or which was a customer of the Company or any of the other Protected Parties at any time during the twelve (12) month period immediately prior to the date the Employee’s employment terminates, for the purpose of marketing, selling or providing to any such individual or entity any services or products offered by or available from the Company or any of the other Protected Parties (provided that if the Employee intends to solicit any such party for any other purpose, he shall notify the Company of such intention and receive prior written approval from the Company), (b) any supplier to or customer or client of the Company or any of the other Protected Parties to terminate, reduce or alter negatively its relationship with the Company or any of the other Protected Parties or in any manner interfere with any agreement or contract between the Company and/or any of the other Protected Parties and such supplier, customer or client, or (c) any employee or agent of the Company or any of the other Protected Parties or any individual or entity who or which was an employee or agent of the Company or any of the other Protected Parties during the twelve (12) month period immediately prior to the date the Employee’s employment terminates, to terminate such individual’s or entity’s employment relationship with, or engagement to perform services for, the Protected Parties in order, in either case, to enter into a similar relationship with the Employee, or any other person or entity in competition with the Business of the Company or any of the other Protected Parties. Employee further agrees that, during the Non-Solicit Period, he shall not, directly or indirectly, (a) hire or engage (or assist in the hiring or engaging of) any employee or agent of the Company or any of the other Protected Parties or any individual or entity who or which was an employee or agent of the Company or any of the other Protected Parties during the twelve (12) month period immediately prior to the date the Employee’s employment terminates to enter into a similar relationship with the Employee or any other person or entity in competition with the Business of the Company or any of the other Protected Parties, (b) solicit, divert with the intention to take away, or attempt to divert with the intention to take away, any investment opportunity considered by Employer or any other Protected Party, or (c) interfere with, disrupt, or attempt to interfere with or disrupt, or assist others to disrupt or interfere with, the relationship, contractual or otherwise, between the Company or of the other Protected Parties and any of their respective customers, clients, accounts, investors, suppliers, lessors, consultants, independent contractors, agents, or employees.

6.3 Non-Competition. During the Term and for a period of twelve (12) months following the termination of the Employee’s employment by the Company or any of its Affiliates (for any reason or no reason) (the “Non-Compete Period”), the Employee shall not, directly or indirectly, whether individually, as a director, manager, member, shareholder, partner,

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owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of the Company or its Affiliates, organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to be used by, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or business organization), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which engages or proposes to engage in (a) the sale, distribution, manufacturing and/or design of structural metal components and assemblies for the automotive industry (excluding an automobile manufacturer that is the original equipment manufacturer of such components and assemblies, but does not sell or distribute or intend to sell or distribute such components or assemblies other than as part of the complete automobiles that it manufactures and does not manufacture or design or intend to manufacture or design such components or assemblies other than for use in the complete automobiles that it manufactures), or (b) any other business conducted by the Company, any other member of the Company Group or any of their respective Affiliates on the date of the Employee’s termination of employment or within twelve (12) months of the Employee’s termination of employment in the geographic locations where the Company, the other members of the Company Group and/or their respective Affiliates engage or propose to engage in such business (the “Business”). Notwithstanding the foregoing, nothing in this Agreement shall prevent the Employee from owning for passive investment purposes not intended to circumvent this Agreement, less than five percent (5%) of the publicly traded common equity securities of any company engaged in the Business (so long as the Employee has no power to manage, operate, advise, consult with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Employee in connection with any permissible equity ownership).

6.4 Nondisparagement. The Employee agrees that he will not at any time (whether during or after the Term) publish or communicate to any person or entity any Disparaging (as defined below) remarks, comments or statements concerning the Company, any of the other Protected Parties or any of their present or former respective members, partners, directors, officers, shareholders, employees, agents, attorneys, successors and assigns. “Disparaging” remarks, comments or statements are those that impugn the character, honesty, integrity or morality or business acumen or abilities in connection with any aspect of the operation of business of the individual or entity being disparaged.

6.5 Property. The Employee acknowledges that all originals and copies of materials, records and documents generated by him or coming into his possession or control during his employment by the Company or its Affiliates are the sole property of the Company and/or the other Protected Parties, as applicable (“Company Property”). During the Term, and at all times thereafter, the Employee shall not remove, or cause to be removed, from the premises of the Company or any of the other Protected Parties, copies of any record, file, memorandum, document, computer related information or equipment, or any other item relating to the business of the Company or any of the other Protected Parties, except in furtherance of his duties under the Agreement. When the Employee’s employment with the Company terminates, or upon request of the Company at any time, the Employee shall promptly deliver to the Company all copies of Company Property in his possession or control.

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6.6 Remedies; Specific Performance; Calculation of Time Period. The Parties acknowledge and agree that the Employee’s breach or threatened breach of any of the restrictions set forth this Section 6 will result in irreparable and continuing damage to the Protected Parties for which there may be no adequate remedy at law and that the Protected Parties shall be entitled to equitable relief, including specific performance and temporary, preliminary and permanent injunctive relief (without being obligated to post a bond or other collateral) and to an equitable accounting of all earnings, profits and other benefits arising, directly or indirectly, from such violation, as remedies for any such breach or threatened or attempted breach. The Employee also agrees that such remedies shall be in addition to any and all remedies, including damages, available to the Protected Parties against him for such breaches or threatened or attempted breaches. In addition, without limiting the Protected Parties’ remedies for any breach of any restriction on the Employee set forth in this Section 6, except as required by law, the Employee shall not be entitled to any payments set forth in Section 5.2 of this Agreement hereof if the Employee has breached the covenants applicable to the Employee contained in this Section 6, the Employee will immediately return to the Company any such payments previously received under Section 5.2 of this Agreement upon such a breach, and, in the event of such breach, the Company will have no obligation to pay any of the amounts that remain payable by the Company under Section 5.2 of this Agreement. Employee also agrees that, without limiting the Protected Parties’ remedies for any breach or threatened breach of his obligations under this Section 6, Employee shall be responsible for payment of the attorneys’ and experts’ fees and expenses of the Protected Parties, as well as court or other forum costs, pertaining to any suit, arbitration, mediation, action or other proceeding (including the costs of any investigation related thereto) arising directly or indirectly out of the Employee’s violation or threatened violation (as determined by a court of competent jurisdiction or arbitrator, as the case may be), of any of the provisions of this Section 6. Further, without limiting the Protected Parties’ remedies for any breach of any restriction on the Employee set forth in this Section 6, Employee agrees that if he breaches any of restrictions set forth in Section 6.2 or 6.3 of this Agreement, the running of the time period of such provision(s) shall be extended from the end of the original Non-Solicitation Period or Non-Compete Period, as applicable, for the period of time the Employee was in breach of the provision(s).

7. Other Provisions.

7.1 Notices. Any notice or other communication required or which may be given hereunder shall be in writing and shall be delivered personally, telegraphed, telexed, or sent by certified, registered or express mail, postage prepaid or overnight mail and shall be deemed given when so delivered personally, telegraphed, telexed, or, if mailed, four (4) days after the date of mailing or one (1) day after overnight mail, as follows:

(a) If the Company, to:

Tower Automotive Operations USA I, LLC
27175 Haggerty Road
Novi, Michigan 48377
Attention:	Mark Malcolm
	Chief Executive Officer

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With copies to (which shall not constitute notice):
Cerberus Capital Management, L.P.
299 Park Avenue
New York, New York 10171
Attention:	Mark A. Neporent, Senior Managing Director
Telephone:	(212) 891-2100

And
Lowenstein Sandler PC
1251 Avenue of the Americas
New York, New York 10020
Attention:	Robert G. Minion, Esq.

(b) If the Employee, to the Employee’s home address reflected in the Company’s records.

7.2 Entire Agreement. This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, written or oral, with respect thereto.

7.3 Representations and Warranties by Employee. The Employee represents and warrants to the Company that: (a) he has the legal authority to execute and perform this Agreement; (b) this Agreement is a valid and binding agreement enforceable against him according to its terms; (c) he has consulted his attorneys and financial advisors with respect to the terms of this Agreement (specifically, including, without limitation, the provisions of Sections 6.2 and 6.3 of this Agreement); and (d) he is not a party to or subject to any restrictive covenants, legal restrictions or other agreements in favor of any entity or person which would in any way preclude, inhibit, impair or limit the Employee’s ability to perform his obligations under this Agreement, including but not limited to, non-competition agreements, non-solicitation agreements or confidentiality agreements. The Employee shall not disclose to the Company or to any of the other Protected Parties, or induce the Company or any of the other Protected Parties to use, any proprietary, secret, or confidential information or material belonging to any other individual or entity, including, without limitation, any former employers.

7.4 Waiver and Amendments. This Agreement may be amended, modified, superseded, canceled, renewed or extended, and the terms and conditions hereof may be waived, only by a written instrument signed by the Parties or, in the case of a waiver, by the Party waiving compliance. No delay on the part of any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any right, power or privilege hereunder, nor any single or partial exercise of any right, power or privilege hereunder, preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

7.5 Governing Law, Dispute Resolution and Venue.

(a) Any and all actions or controversies arising out of this Agreement or the termination thereof, including, without limitation, tort claims, shall be governed and construed in accordance with the laws of the State of New York applicable to agreements made and not to be performed entirely within such state, without regard to conflict of laws principles.

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(b) The Parties agree irrevocably to submit to the exclusive jurisdiction of the federal courts or, if no federal jurisdiction exists, the state courts, located in the City of New York, Borough of Manhattan, for the purposes of any suit, action or other proceeding brought by any Party arising out of any breach of any of the provisions of this Agreement and hereby waive, and agree not to assert by way of motion, as a defense or otherwise, in any such suit, action, or proceeding, any claim that it is not personally subject to the jurisdiction of the above-named courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper, or that the provisions of this Agreement may not be enforced in or by such courts. IN ADDITION, THE PARTIES IRREVOCABLY WAIVE ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY SUCH ACTIONS OR CONTROVERSIES AND REPRESENT THAT SUCH PARTY HAS CONSULTED WITH COUNSEL SPECIFICALLY WITH RESPECT TO THIS WAIVER.

7.6 Benefit of Agreement; Delegation of Duties Prohibited. This Agreement shall inure to the benefit of, and shall be binding upon, the Parties and their respective successors, assigns, heirs, and legal representatives, including any entity with which the Company may merge or consolidate or to which all or substantially all of its assets may be transferred. This Agreement also shall inure to the benefit of the Protected Parties, as well as their respective successors and assigns, including any entity with which any Protected Party may merge or consolidate or to which all or substantially all of its or their assets may be transferred. The duties and covenants of the Employee under this Agreement, being personal, may not be delegated.

7.7 Counterparts. This Agreement may be executed in counterparts and by facsimile, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

7.8 Headings; Construction. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning of terms contained herein. All references to “Section” or “Sections” refer to the corresponding Section or Sections of this Agreement unless otherwise specified. All words used in this Agreement shall be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the work “including” does not limit the preceding words or terms. Given the full and fair opportunity provided to each Party to consult with their respective counsel with respect to the terms of this Agreement, ambiguities shall not be construed against either Party by virtue of such Party having drafted the subject provision.

7.9 Severability. If any term, provision, covenant or restriction of this Agreement, or any part thereof, is held by a court of competent jurisdiction of any foreign, federal, state, county or local government or any other governmental, regulatory or administrative agency or authority to be invalid, void, unenforceable or against public policy for any reason, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected or impaired or invalidated. The Employee acknowledges that the restrictive covenants contained in Section 6 of this Agreement are a condition of this Agreement and that the restrictions on the activities in which he may engage that are set forth in Section 6 of this Agreement and the location and period of time for which such restrictions apply are reasonable and necessary to protect the legitimate business interests of the Company and the other Protected Parties.

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7.10 Judicial Modification. If any court of competent jurisdiction determines that any of the covenants in Section 6 of this Agreement, or any part of any of them, is invalid or unenforceable, the remainder of such covenants and parts thereof shall not thereby be affected and shall be given full effect, without regard to the invalid portion. If any court of competent jurisdiction determines that any of such covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall reduce such scope to the minimum extent necessary to make such covenants valid and enforceable.

7.11 Compliance with Law. This Agreement is intended to comply with the requirements of Section 409A of the Code and the regulations promulgated thereunder. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments under Sections 4 and 5 of this Agreement shall comply with Section 409A.

7.12 Tax Withholding. The Company or other payor is authorized to withhold from any benefit provided or payment due hereunder, the amount of withholding taxes due any federal, state or local authority in respect of such benefit or payment and to take such other action as may be necessary in the opinion of the Board to satisfy all obligations for the payment of such withholding taxes.

7.13 Notice of New Employment or Engagement. The Employee shall, during the Non-Compete Period and Non-Solicit Period, give written notice to the Company, within ten (10) calendar days after accepting any employment or other engagement to perform services, of the identity of the individual or entity by whom or which the Employee has been employed or engaged. The Company may notify such individual or entity that the Employee is bound by this Agreement and, at the Company’s election, furnish such individual or entity with a copy or summary of this Agreement (in whole or in part).

7.14 Survival. The provisions of Sections 5, 6, and 7 of this Agreement shall survive the termination of this Agreement and the employment relationship hereunder.

[signatures follow on the next page]

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IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have executed this Agreement as of the day and year first above mentioned.

EMPLOYEE:
/s/ James Gouin
James Gouin
TOWER AUTOMOTIVE OPERATIONS USA I, LLC
By:	/s/ Mark M. Malcolm
	Mark M. Malcolm
	President and Chief Executive Officer

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EX-10.26

Exhibit 10.26

June 16, 2009

Mr. Mark M. Malcolm

Dear Mark:

Reference is hereby made to the Employment Agreement between Tower Automotive Operations USA I, LLC (the “Company”) and you dated as of August 1, 2007 (the “Employment Agreement”). Capitalized terms used in this letter and not specifically defined in this letter shall have the meanings set forth in the Employment Agreement. The purpose of this letter to is memorialize the extension of the employment relationship under the Employment Agreement (as contemplated by Section 2 of the Employment Agreement) and our mutual agreement with respect to your target annual bonus (under Section 4.2 of the Employment Agreement) and the “Severance Amount” (under Section 5.2(b) of the Employment Agreement).

Subject to your acceptance of the terms set forth in this letter (by signing the enclosed copy of this letter and returning it to me within the time frame provided):

1. Extension Notice. This letter shall serve as the Company’s written notice to you of its intention to extend the Term of the Employment Agreement and shall be deemed the Extension Notice contemplated under Section 2 of the Employment Agreement. Accordingly, upon expiration of the Initial Term (i.e., July 31, 2009), the employment relationship under the Employment Agreement shall be extended for an additional period of one (1) year commencing on August 1, 2009, subject to earlier termination pursuant to Section 5 of the Employment Agreement.

2. Target Annual Bonus. Effective August 1, 2009, the target gross amount of your variable bonus payment pursuant to Section 4.2 of the Employment Agreement will be increased from 100% of your annualized Base Salary to 125% of your annualized Base Salary. It is understood and agreed that, for calendar year 2009 only, the target gross amount of your variable bonus payment will be prorated (i.e.,  ⁷/12ths at 100% and  ⁵/12ths at 125%). Accordingly, (a) for the calendar year ending December 31, 2009 only, the reference to “100%” in the first sentence of Section 4.2 of the Employment Agreement shall be deemed deleted and replaced with “110.42%,” and (b) for each calendar year ending during the remainder of the Term (commencing with the calendar year ending December 31, 2010), the reference to “100%” in the first sentence of Section 4.2 of the Employment Agreement shall be deemed deleted and replaced with “125%.”

3. Severance Amount. Effective as of August 1, 2009, the Severance Amount shall be limited to two times your annualized rate of Base Salary in effect as of the effective date of termination. Accordingly, effective as of August 1, 2009, Section 5.2(13)0 of the Employment Agreement is hereby deleted and replaced with the following:

“(i) an aggregate amount (the “Severance Amount”) equal to two times Employee’s annualized rate of Base Salary as of the effective date of termination.

The Severance amount, less standard income and payroll tax withholdings and other authorized deductions, shall be payable in twelve (12) equal monthly installments, commencing within seventy-five (75) days following the Employee’s date of termination, but not later than March 15 of the year following the year in which the Employee’s date of termination occurs; provided, however, that payment of the Severance Amount shall not commence unless the Release becomes effective. Each installment of the Severance Amount shall be treated as a separate payment for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Code”); and”

Except as specifically set forth in this letter, all terms of the Employment Agreement shall remain unmodified and full force and effect.

Please acknowledge your understanding and agreement with the terms set forth in this letter by signing the enclosed copy of this letter and returning it to me on or before June 30, 2009. If you do not sign and return this letter within the time frame provided, this letter (including, without limitation, the Extension Notice) shall be void and of no force and effect.

We look forward to your continued service to the Company.

/s/ Daniel Ajamian

Daniel Ajamian, Chairman of the Board

Agreed and accepted this 29th day of June, 2009

/s/ Mark M. Malcolm

Mark M. Malcolm

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EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (“Agreement”) dated as of August 1, 2007 between Tower Automotive Operations USA I, LLC, a Delaware limited liability company (the “Company”) and Mark Malcolm, an individual (the “Employee”). (Company and Employee, each a “Party” and, collectively, the “Parties).

WHEREAS, the Parties wish to establish the terms of the Employee’s employment with the Company.

Accordingly, the Parties agree as follows:

1. Employment and Acceptance. The Company shall employ the Employee, and the Employee shall accept employment, subject to the terms of this Agreement, effective as of the date on which the transactions contemplated by the Asset Purchase Agreement dated as of May 1, 2007 among Tower Automotive, Inc. and Tower Automotive, LLC (f/k/a TA Acquisition Company, LLC), et. al. are consummated (the “Effective Date”). The Parties acknowledge and agree that if the Effective Date does not occur on or before August 3, 2007, this Agreement shall be void and of no effect.

2. Term. Subject to earlier termination pursuant to Section 5 of this Agreement, this Agreement and the employment relationship hereunder shall continue from the Effective Date until the second anniversary of the Effective Date (the “Initial Term”). Effective upon the expiration of the Initial Term and of each Additional Term (as defined below), if any, this Agreement and the employment relationship hereunder may be extended for an additional period of one (1) year, subject to earlier termination pursuant to Section 5, (each, an “Additional Term”), in each such case commencing upon the expiration of the Initial Term or the then-current Additional Term, as the case may be, but only if, at least sixty (60) calendar days prior to the expiration of the Initial Term or the then-current Additional Term, as the case may be, the Company shall have given written notice to the Employee of its intention to extend the Term of this Agreement (the “Extension Notice”). In the event that the Company does not provide an Extension Notice in the manner set forth in the preceding sentence, the Term (as defined below) automatically shall expire at the end of the Initial Term or the then-current Additional Term, as the case may be. As used in this Agreement, the “Term” shall refer to the period beginning on the Effective Date and ending on the date the Employee’s employment terminates in accordance with this Section 2 or Section 5. Upon the expiration of the Term or earlier termination of this Agreement and the employment relationship hereunder, the Company shall have no further obligations to the Employee under this Agreement or otherwise, except as specifically set forth in Section 5.

3. Duties and Title.

3.1 Title. The Company shall employ the Employee to render exclusive and full-time services to the Company and the other members of the Company Group (as defined below). The Employee shall serve in the capacity of President and Chief Executive Officer of the Company and in such other positions or capacities as may be requested by the Board (as defined below) and/or the Chairman of the Board (including, without limitation, serving as an officer of, or in another other capacity for, one or more members of the Company Group), and shall report directly to the Board of Managers of Tower Automotive, LLC (the

“Board”) and the Chairman of the Board. As used in this Agreement: (a) “Company Group” means the Company and its Affiliates, as well as any predecessors, past and future successors or assigns (including, without limitation, the purchaser of all or any assets of the Company or any of its Affiliates) of the Company or any of its Affiliates; and (b) “Affiliate” of any individual or entity shall mean any other individual or entity that directly or indirectly controls, is controlled by, or is under common control with, the individual or entity. For purposes of this Agreement, an Affiliate of the Company shall mean Tower Automotive, LLC and any entity that is owned or controlled by Tower Automotive, LLC.

3.2 Duties. During the Term, the Employee will have such authority and responsibilities and will perform such executive duties as are customarily performed by a Chief Executive Officer of a company in similar lines of business as the Company and its Affiliates or as may be assigned to Employee by the Board and/or the Chairman of the Board, including, without limitation, performing services for the other members of the Company Group. Additionally, Employee shall be responsible for the day to day operations of the Company Group. Notwithstanding, anything contained herein to the contrary, the Employee’s authority and responsibilities shall be limited to the extent determined by the Board and/or the Chairman of the Board. During the Term, the Employee will devote all of his full working-time and attention to the performance of such duties and to the promotion of the business and interests of the Company Group.

3.3 Location. The Employee shall initially perform his full-time services to the Company Group in the Company’s Novi, Michigan office; provided that the Employee shall be required to travel as necessary to perform his duties hereunder.

4. Compensation and Benefits by the Company. As compensation for all services rendered pursuant to this Agreement (including, without limitation, services as an officer, director or member of any committee of any member of the Company Group or any division of a member of the Company Group, the Company shall provide the Employee with the following during the Term:

4.1 Base Salary. During the Term, the Company will pay to the Employee a base salary of $800,000 on an annualized basis, payable in accordance with the customary payroll practices of the Company (“Base Salary”). The Base Salary shall be subject to periodic review and such periodic adjustments as the Board deems appropriate in its discretion.

4.2 Annual Bonus. For each fiscal year ending during the Term, the Employee shall be eligible to receive, under the Company’s annual incentive plan, an annual variable bonus payment with a target gross amount of 100% of the Employee’s annualized Base Salary (as in effect as of the end of the applicable fiscal year) (the “Annual Bonus”). The precise amount of the Annual Bonus shall be based on achievement of EBITDA and debt reduction targets as determined by the Board or a committee thereof at the beginning of the applicable Fiscal Year; provided, however, that the EBITDA and debt reduction targets for 2007 shall be set by the Board within sixty (60) days of the Effective Date. If such targets are fully achieved, the Employee shall be eligible for 100% of the target Annual Bonus. If the targets are under-achieved or over-achieved, the Annual Bonus shall be reduced or increased, as applicable, as determined by the Board or committee thereof. The Annual Bonus payment shall be due and payable at such time or times as the Board determines, but not later than thirty (30) days following approval by the Board (or committee thereof) of the audited financial statements of the Company Group for the applicable fiscal year (the “Annual Bonus Approval Date”). To be eligible to receive any Annual Bonus (or portion thereof), the Employee must be employed by the Company on the date such Annual Bonus is paid.

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4.3 Participation in Employee Benefit Plans. The Employee shall be entitled during the Term, if and to the extent eligible, to participate in all of the applicable benefit plans (excluding severance plans, if any) of the Company, which may be available to other senior executives of the Company. The Company may at any time or from time to time amend, modify, suspend or terminate any employee benefit plan, program or arrangement for any reason without the Employee’s consent if such amendment, modification, suspension or termination is consistent with the amendment, modification, suspension or termination for other executives of the Company.

4.4 Expense Reimbursement. During the Term, the Employee shall be entitled to receive reimbursement for all appropriate business expenses incurred by him in connection with his duties under this Agreement in accordance with the policies of the Company as in effect from time to time.

4.5 Management Incentive Plan. The Employee shall be eligible to participate in the Tower Automotive Management, LLC 2007 Management Incentive Plan (the “MIP”). Employee’s participation in the MIP and rights thereunder shall be subject to the terms of the MIP and any applicable grant or other agreements under the MIP as determined by the Board or committee thereof.

5. Termination of Employment.

5.1 By the Company for Cause or by the Employee Without Good Reason. If: (i) the Company terminates the Employee’s employment with the Company for Cause (as defined below); or (ii) the Employee terminates his employment with the Company without Good Reason (as defined below), provided that the Employee shall be required to give the Company at least sixty (60) days prior written notice of such termination (subject to the Company’s right to accept Employee’s notice of termination and to accelerate such notice and make the Employee’s termination effective immediately, or on any other date prior to Employee’s intended last day of work as the Company deems appropriate, which acceleration shall in no event be deemed a termination by the Company without Cause), then the Employee shall be entitled to receive, and the Company’s sole obligation under this Agreement or otherwise shall be to pay or provide to the Employee, the following (collectively, the “Accrued Benefits”):

(a) the Employee’s earned, but unpaid, Base Salary through the effective date of termination (payable in accordance with Section 4.1 above) and any amounts or benefits (if any) that are vested amounts or vested benefits or that the Employee is otherwise entitled to receive under the express provision of any plan, program, policy or practice on the effective date of termination (excluding, without limitation, severance pay plans (if any) and any amounts or benefits that are forfeited in the event of a termination for Cause, termination by the Employee without Good Reason or other termination in accordance with the terms of the applicable plan, programs, policy, or practice), which amounts and/or benefits shall be payable or provided in accordance with the terms of such plan, program policy, or practice;

(b) any Annual Bonus (or portion thereof), if any, relating to the calendar year prior to the calendar year in which the effective date of the Employee’s

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termination occurs that was earned on the applicable Annual Bonus Approval Date, but unpaid, as of the date of termination, which unpaid Annual Bonus (or portion thereof) shall be payable within thirty (30) days of the date of termination; and

(c) expenses reimbursable under Section 4.4 incurred, but not yet reimbursed to the Employee, to the date of termination.

For the purposes of this Agreement, “Cause” means, as determined by a majority of the Board, in the Board’s reasonable business judgment acting in good faith and engaging in fair dealing with the Employee, with respect to conduct during the Employee’s employment with the Company, whether or not committed during the Term: (i) commission of a felony by Employee; (ii) intentional acts of dishonesty by Employee resulting or intending to result in personal gain or enrichment at the expense of any member of the Company Group or any of their respective Affiliates; (iii) the Employee’s appropriation (or attempted appropriation) of any business opportunity of any member of the Company Group or any of their respective Affiliates, including, without limitation, attempting to secure or securing any personal profit or benefit in connection with any transaction entered into by or on behalf of any member of the Company Group or any of their respective Affiliates; (iv) the Employee’s material breach of any of his duties, representations, warranties, covenants or other obligations under this Agreement; (v) conduct by the Employee in connection with his duties hereunder that is fraudulent or grossly negligent or that the Employee knew or reasonably should have known to be unlawful, provided that any action taken by the Employee on the advice of the Company’s General Counsel (or his/her designee) shall not be treated as unlawful for purposes of this clause (v); (vi) engaging in personal conduct by the Employee (including, but not limited to, employee harassment or discrimination, or the use or possession at work of any illegal controlled substance) which seriously discredits or damages any member of the Company Group or any of their respective Affiliates; (vii) contravention of specific lawful direction of the Board, failure to adhere to any applicable policy or procedure of the Company of which the Employee has knowledge or which has been provided to the Employee in writing, or inattention to or failure to attempt, in good faith, to perform the duties to be performed by Employee under the terms of this Agreement; or (viii) breach of the Employee’s covenants set forth in Section 6 below before termination of employment; provided, that, with respect to clauses (iv) and (vii) only, the Employee shall have fifteen (15) days after notice from the Company, which notice shall set forth in reasonable detail a description of the deficiency determined by the Board to constitute Cause, to cure the deficiency leading to the Cause determination, if curable. A termination for “Cause” shall be effective immediately (or on such other date set forth by the Company).

For the purposes of this Agreement, “Good Reason” means, without the Employee’s consent, (i) a material adverse reduction in Employee’s authority, responsibilities or duties as Chief Executive Officer of the Company; (ii) a material reduction in the Employee’s Base Salary or target annual bonus opportunity; provided that, the Company may at any time or from time to time amend, modify, suspend or terminate any bonus, incentive compensation or other benefit plan or program provided to the Employee for any reason and without the Employee’s consent if such modification, suspension or termination (x) is a result of the underperformance of the Employee or the Company under its business plan, or (y) is consistent with an “across the board” reduction for all similar employees of the Company, and, in each case, is undertaken in the Board’s reasonable business judgment acting in good faith and engaging in fair dealing with the Employee; or (iii) the Company’s material breach of the Agreement; provided that a suspension of the Employee and the requirement that the Employee not report to work shall not constitute “Good Reason” if the Employee continues to receive the compensation and benefits required by this Agreement.

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Employee shall be deemed to have consented to any act or event that would otherwise give rise to “Good Reason,” unless Employee provides written notice to the Company specifying the act or event within thirty (30) days following the occurrence of such act or event. The Company shall have thirty (30) days after receipt of notice from the Employee specifying the act or event otherwise constituting Good Reason to cure the act of event that otherwise would constitute Good Reason.

5.2 By the Company Without Cause or By the Employee for Good Reason or Due to Death or Disability or Expiration of the Term. If: (i) the Employee’s employment terminates due to his death; (ii) the Company terminates Employee’s employment without Cause (which may be done at any time with or without prior notice); (iii) the Company terminates the Employee’s employment due to the Employee’s Disability (as defined below); (iv) the Employee terminates his employment for Good Reason, upon at least thirty (30) days prior written notice and opportunity to cure; or (v) this Agreement and the employment relationship hereunder is terminated as a result of the expiration of the Term (arising out of the Company’s determination not to deliver an Extension Notice and regardless of whether the expiration of the Term occurs at the end of the Initial Term or an Additional Term), then the Employee (or, in the event of the Employee’s death, the Employee’s legal representative) shall be entitled to receive, and the Company’s sole obligation under this Agreement or otherwise shall be to pay or provide:

(a) the Accrued Benefits; and

(b) subject to the Employee’s (or, in the event of the Employee’s death of incapacity, the Employee’s legal representative’s) execution, delivery and non-revocation of a general release in a form satisfactory to the Company (the “Release”), which Release, among other things, shall include a general release of the members of the Company Group, each of their respective direct and indirect parent entities and direct and indirect subsidiaries and each their respective Affiliates, and each of their respective officers, directors, employees, shareholders, members, managers, partners, plan administrators, and agents, as well as the predecessors, past and future successors and assigns or estates of any of the foregoing, from all liability:

(i) an aggregate amount (the “Severance Amount”) equal to:

(A) if the effective date of termination occurs prior to the expiration of the Initial Term, the sum of (x) the cumulative Base Salary payments that Employee would have received for the remainder of the Initial term (determined based on the rate of Base Salary in effect as of the effective date of termination); and (y) the target Annual Bonus payment(s) that Employee could have been eligible for through the remainder of the Initial Term; and

(B) regardless of when the effective date of termination occurs, two times Employee’s annualized rate of Base Salary in effect as of the effective date of termination.

The Severance Amount, less standard income and payroll tax withholding and other authorized deductions, shall be payable in twelve (12) equal monthly

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installments, commencing within seventy-five (75) days following the Employee’s date of termination, but not later than March 15 of the year following the year in which the Employee’s date of termination occurs; provided, however, that payment of the Severance Amount shall not commence unless the Release becomes effective. Each installment of the Severance Amount shall be treated as a separate payment for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Code”); and

(ii) if the Employee (or, if eligible for continuation coverage under the terms of such plans and applicable law, the Employee’s legal representatives) elects continuing group coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall waive the cost of such coverage to the extent that such cost exceeds the cost that the Company charges active employees for similar coverage until the earlier of (x) the first twelve (12) months of COBRA coverage, or (y) the date that the Employee (or the Employee’s legal representatives, if applicable) is covered under another group health plan, subject to the terms of the plans and applicable law.

The Company shall have no obligation to provide the payments and benefits (other than Accrued Benefits) set forth above in the event that Employee breaches the provisions of Section 6.

For the purposes of this Agreement, “Disability” means a determination by the Company in accordance with applicable law that, as a result of a physical or mental injury or illness, the Employee is unable to perform the essential functions of his job (with or without reasonable accommodation) for a period of (i) ninety (90) consecutive days, or (ii) one hundred twenty (12) days in any twelve-month period.

5.3 No Mitigation; No Offset. The Employee shall be under no obligation to seek other employment after his termination of employment with the Company and the obligations of the Company to the Employee which arise upon the termination of his employment pursuant to this Section 5 shall not be subject to mitigation or offset.

5.4 Removal from any Boards and Position. If the Employee’s employment is terminated for any reason under this Agreement, he shall be deemed to resign (i) if a member, from the Board or board of directors of any other member of the Company Group or any other board to which he has been appointed or nominated by or on behalf of the Company or any other member of the Company Group, and (ii) from any position with any member of the Company Group, including, but not limited to, as an officer of any member of the Company Group; provided, however, the Employee agrees to take all further actions that are deemed reasonably necessary by the Company to effectuate or evidence such resignations.

6. Restrictions and Obligations of the Employee.

6.1 Confidentiality. (a) During the course of the Employee’s employment by the Company (prior to and during the Term) or otherwise, the Employee has had and will have access to certain trade secrets and confidential information relating to the Company and its Affiliates, its and their respective direct and indirect parent entities and direct and indirect subsidiaries and each of their respective Affiliates, as well as their respective predecessors, successors and assigns (collectively, the “Protected Parties”) which is not readily available from sources outside the Protected Parties. The confidential and proprietary information and trade secrets of the Protected Parties are among their most valuable assets,

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including but not limited to, their customer, supplier and vendor lists, databases, competitive strategies, computer programs, frameworks, or models, their marketing programs, their sales, financial, marketing, training and technical information, their product development (and proprietary product data) and any other information, whether communicated orally, electronically, in writing or in other tangible forms concerning how the Protected Parties create, develop, acquire or maintain their products and marketing plans, target their potential customers and operate their retail and other businesses. The Protected Parties invested, and continue to invest, considerable amounts of time and money in their process, technology, know-how, obtaining and developing the goodwill of their customers, their other external relationships, their data systems and data bases, and all the information described above (hereinafter collectively referred to as “Confidential Information”), and any misappropriation or unauthorized disclosure of Confidential Information in any form would irreparably harm the Protected Parties. The Employee acknowledges that such Confidential Information constitutes valuable, highly confidential, special and unique property of the Protected Parties. The Employee shall hold in a fiduciary capacity for the benefit of the Protected Parties all Confidential Information relating to the Protected Parties and their businesses, which shall have been obtained by the Employee during the Employee’s employment by the Company or its Affiliates or otherwise and which shall not be or become public knowledge (other than by acts by the Employee or representatives of the Employee in violation of this Agreement). Except as required by law or an order of a court or governmental agency with jurisdiction, the Employee shall not, during the period the Employee is employed by the Company or its Affiliates or at any time thereafter, disclose any Confidential Information, directly or indirectly, to any person or entity for any reason or purpose whatsoever, nor shall the Employee use it in any way, except in the course of the Employee’s employment with, and for the benefit of, the Protected Parties or to enforce any rights or defend any claims hereunder or under any other agreement to which the Employee is a party, provided that such disclosure is relevant to the enforcement of such rights or defense of such claims and is only disclosed to the extent necessary in the formal proceedings related thereto. The Employee shall take all reasonable steps to safeguard the Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. The Employee understands and agrees that the Employee shall acquire no rights to any such Confidential Information.

(b) All files, records, documents, drawings, specifications, data, computer programs, evaluation mechanisms and analytics and similar items relating thereto or to the Business (for the purposes of this Agreement, “Business” shall be as defined in Section 6.3 hereof), as well as all customer lists, specific customer information, compilations of product research and marketing techniques of the Protected Parties, whether prepared by the Employee or otherwise coming into the Employee’s possession, shall remain the exclusive property of the Company or other Protected Parties, as applicable, and the Employee shall not remove any such items from the premises of the Company or other Protected Parties, except in furtherance of the Employee’s duties under this Agreement.

(c) It is understood that while employed by the Company or any of its Affiliates, the Employee will promptly disclose to the Company and to no one else, any idea, invention, technique, modification, process, or improvement (whether patentable or not, any industrial design (whether registrable or not), any mask work, however fixed or encoded, that is suitable to be fixed, embedded or programmed in a product (whether recordable or not) and any work of authorship (whether or not copyright protection may be obtained for it) created, conceived, or developed by the Employee or the Employee’s Affiliate (“Inventions”), either solely or in conjunction with others, during Employee’s employment with the Company or any

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of its Affiliates, that relates in any way to, or is useful in any manner to, the business then being conducted or proposed to be conducted by any member of the Company Group or any of their respective Affiliates and any such item created by the Employee or the Employee’s Affiliate, either solely or in conjunction with others, that is based upon or uses Confidential Information. Employee agrees that (i) each Invention belongs, or shall belong, exclusively to the Company from conception, (ii) all of the Employee’s writings, works of authorship, specially commissioned works, and other Inventions are works made for hire and are the exclusive property of the Company, including any copyrights, patents, or other intellectual property rights pertaining thereto, and (iii) if it is determined that any such Inventions are not works made for hire, the Employee hereby irrevocably assigns to the Company all of the Employee’s right, title and interest, including rights of copyright, patent, and other intellectual property rights, to or in such Inventions. The Employee covenants that the Employee shall promptly (i) provide a separate written irrevocable assignment to the Company, or to an individual or entity designated by the Company, at the Company’s request and without additional compensation, all of the Employee’s right to any Inventions in the United States and all foreign jurisdictions, (ii) at the Company’s expense, execute and deliver to the Company such applications, assignments, and other documents as the Company may request in order to apply for and obtain patents or other registrations with respect to any Invention in the United States and any foreign jurisdictions, (iii) at the Company’s expense, execute and deliver all other papers deemed necessary by the Company to carry out the above obligations, and (iv) give testimony and render any other assistance in support of the Company’s rights to any Invention (with the Company paying the Employee a reasonable fee for the Employee’s time if the Employee’s employment with the Company or any of its Affiliates has ended at the time of such testimony or assistance). In the event that the Company is unable to secure the Employee’s signature after reasonable effort in connection with any patent, trademark, copyright or other similar protection relation to an Invention, the Employee irrevocably designates and appoints the Company and its respective officers and agents as the Employee’s agent and attorney-in-fact, to act for and on the Employee’s behalf and stead to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of patents, trademarks, copyrights or similar protection thereon with the same legal force and effect as if executed by the Employee. At all times during and after the Employee’s employment by the Company, the Employee shall assist the Company in obtaining, maintaining, and renewing patent, copyright, trademark and other appropriate protection for any Invention, in the United States and in any foreign jurisdictions, at the Company’s expense.

(d) As requested by the Company, from time to time and upon the termination of the Employee’s employment with the Company for any reason or no reason, the Employee will promptly deliver to the Company all copies and embodiments, in whatever form, of all Confidential Information in the Employee’s possession or within his control (including, but not limited to, memoranda, records, notes, plans, photographs, manuals, notebooks, documentation, program listings, flow charts, magnetic media, disks, diskettes, tapes and all other materials containing any Confidential Information) irrespective of the location or form of such material. If requested by the Company, the Employee will provide the Company with written confirmation that all such materials have been delivered to the Company as provided herein.

6.2 Non-Solicitation or Hire. During the Term and for a period of twelve (12) months following the termination of the Employee’s employment for any reason or no reason (the “Non-Solicit Period”), the Employee shall not, directly or indirectly, solicit or

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attempt to solicit or induce or attempt to induce, directly or indirectly, (a) any individual or entity who or which is a customer of the Company or any of the other Protected Parties, or who or which was a customer of the Company or any of the other Protected Parties at any time during the twelve (12) month period immediately prior to the date the Employee’s employment terminates, for the purpose of marketing, selling or providing to any such individual or entity any services or products offered by or available from the Company or any of the other Protected Parties (provided that if the Employee intends to solicit any such party for any other purpose, he shall notify the Company of such intention and receive prior written approval from the Company), (b) any supplier to or customer or client of the Company or any of the other Protected Parties to terminate, reduce or alter negatively its relationship with the Company or any of the other Protected Parties or in any manner interfere with any agreement or contract between the Company and/or any of the other Protected Parties and such supplier, customer or client, or (c) any employee or agent of the Company or any of the other Protected Parties or any individual or entity who or which was an employee or agent of the Company or any of the other Protected Parties during the twelve (12) month period immediately prior to the date the Employee’s employment terminates, to terminate such individual’s or entity’s employment relationship with, or engagement to perform services for, the Protected Parties in order, in either case, to enter into a similar relationship with the Employee, or any other person or entity in competition with the Business of the Company or any of the other Protected Parties. Employee further agrees that, during the Non-Solicit Period, he shall not, directly or indirectly, (a) hire or engage (or assist in the hiring or engaging of) any employee or agent of the Company or any of the other Protected Parties or any individual or entity who or which was an employee or agent of the Company or any of the other Protected Parties during the twelve (12) month period immediately prior to the date the Employee’s employment terminates to enter into a similar relationship with the Employee or any other person or entity in competition with the Business of the Company or any of the other Protected Parties, (b) solicit, divert with the intention to take away, or attempt to divert with the intention to take away, any investment opportunity considered by Employer or any other Protected Party, or (c) interfere with, disrupt, or attempt to interfere with or disrupt, or assist others to disrupt or interfere with, the relationship, contractual or otherwise, between the Company or of the other Protected Parties and any of their respective customers, clients, accounts, investors, suppliers, lessors, consultants, independent contractors, agents, or employees.

6.3 Non-Competition. During the Term and for a period of twelve (12) months following the termination of the Employee’s employment by the Company or any of its Affiliates (for any reason or no reason) (the “Non-Compete Period”), the Employee shall not, directly or indirectly, whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of the Company or its Affiliates, organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to be used by, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or business organization), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which engages or proposes to engage in (a) the sale, distribution, manufacturing and/or design of structural metal components and assemblies for the automotive industry, or (b) any other business conducted by the Company, any other member of the Company Group or any of their respective Affiliates on the date of the Employee’s termination of employment or within twelve (12) months of the Employee’s termination of employment in the geographic locations where the Company, the other members of the Company Group and/or their respective Affiliates engage or propose to engage in such

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business (the “Business”). Notwithstanding the foregoing, nothing in this Agreement shall prevent the Employee from owning for passive investment purposes not intended to circumvent this Agreement, less than five percent (5%) of the publicly traded common equity securities of any company engaged in the Business (so long as the Employee has no power to manage, operate, advise, consult with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Employee in connection with any permissible equity ownership).

6.4 Nondisparagement. The Employee agrees that he will not at any time (whether during or after the Term) publish or communicate to any person or entity any Disparaging (as defined below) remarks, comments or statements concerning the Company, any of the other Protected Parties or any of their present or former respective members, partners, directors, officers, shareholders, employees, agents, attorneys, successors and assigns. “Disparaging” remarks, comments or statements are those that impugn the character, honesty, integrity or morality or business acumen or abilities in connection with any aspect of the operation of business of the individual or entity being disparaged.

6.5 Property. The Employee acknowledges that all originals and copies of materials, records and documents generated by him or coming into his possession or control during his employment by the Company or its Affiliates are the sole property of the Company and/or the other Protected Parties, as applicable (“Company Property”). During the Term, and at all times thereafter, the Employee shall not remove, or cause to be removed, from the premises of the Company or any of the other Protected Parties, copies of any record, file, memorandum, document, computer related information or equipment, or any other item relating to the business of the Company or any of the other Protected Parties, except in furtherance of his duties under the Agreement. When the Employee’s employment with the Company terminates, or upon request of the Company at any time, the Employee shall promptly deliver to the Company all copies of Company Property in his possession or control.

6.6 Remedies; Specific Performance; Calculation of Time Period. The Parties acknowledge and agree that the Employee’s breach or threatened breach of any of the restrictions set forth in Section 6 will result in irreparable and continuing damage to the Protected Parties for which there may be no adequate remedy at law and that the Protected Parties shall be entitled to equitable relief, including specific performance and temporary, preliminary and permanent injunctive relief (without being obligated to post a bond or other collateral) and to an equitable accounting of all earnings, profits and other benefits arising, directly or indirectly, from such violation, as remedies for any such breach or threatened or attempted breach. The Employee hereby consents to the grant of an injunction (temporary or otherwise) against the Employee or the entry of any other court order against the Employee prohibiting and enjoining him from violating, or directing him to comply with, any provision of Section 6. The Employee also agrees that such remedies shall be in addition to any and all remedies, including damages, available to the Protected Parties against him for such breaches or threatened or attempted breaches. In addition, without limiting the Protected Parties’ remedies for any breach of any restriction on the Employee set forth in Section 6, except as required by law, the Employee shall not be entitled to any payments set forth in Section 5.2 hereof if the Employee has breached the covenants applicable to the Employee contained in Section 6, the Employee will immediately return to the Company any such payments previously received under

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Section 5.2 upon such a breach, and, in the event of such breach, the Company will have no obligation to pay any of the amounts that remain payable by the Company under Section 5.2. Employee also agrees that, without limiting the Protected Parties’ remedies for any breach or threatened breach of his obligations under Section 6, Employee shall be responsible for payment (in an amount not to exceed $100,000 in the aggregate) of the attorneys’ and experts’ fees and expenses of the Protected Parties, as well as court or other forum costs, pertaining to any suit, arbitration, mediation, action or other proceeding (including the costs of any investigation related thereto) arising directly or indirectly out of the Employee’s violation or threatened violation of any of the provisions of Section 6. Further, without limiting the Protected Parties’ remedies for any breach of any restriction on the Employee set forth in Section 6, Employee agrees that if he breaches any of restrictions set forth in Section 6.2 or 6.3, the running of the time period of such provision(s) shall be extended from the end of the original Non-Solicitation Period or Non-Compete Period, as applicable, for the period of time the Employee was in breach of the provision(s).

7. Other Provisions.

7.1 Notices. Any notice or other communication required or which may be given hereunder shall be in writing and shall be delivered personally, telegraphed, telexed, sent by facsimile transmission or sent by certified, registered or express mail, postage prepaid or overnight mail and shall be deemed given when so delivered personally, telegraphed, telexed, or sent by facsimile transmission or, if mailed, four (4) days after the date of mailing or one (1) day after overnight mail, as follows:

(a) If the Company, to:

Tower Automotive Operations USA I, LLC

27175 Haggerty Road

Novi, Michigan 48377

Attn: Chairman of the Board

With copies to:

Cerberus Capital Management, L.P.

299 Park Avenue

New York, New York 10171

Attention:	Mark Neporent
Telephone:	(212) 891-2100
Fax:	(212) 891-1540

And

Lowenstein Sandler PC

1251 Avenue of the Americas

New York, New York 10020

Attention:	Robert G. Minion, Esq.
Telephone:	(973) 597-2424
Facsimile:	(973) 597-2425

(b) If the Employee, to the Employee’s home address reflected in the Company’s records.

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7.2 Entire Agreement. This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, written or oral, with respect thereto.

7.3 Representations and Warranties by Employee. The Employee represents and warrants to the Company that: (a) he has the legal authority to execute and perform this Agreement; (b) this Agreement is a valid and binding agreement enforceable against him according to its terms; (c) he has consulted his attorneys and financial advisors with respect to the terms of this Agreement (specifically, including, without limitation, the provisions of Sections 6.2 and 6.3); and (d) he is not a party to or subject to any restrictive covenants, legal restrictions or other agreements in favor of any entity or person which would in any way preclude, inhibit, impair or limit the Employee’s ability to perform his obligations under this Agreement, including, but not limited to, non-competition agreements, non-solicitation agreements or confidentiality agreements. The Employee shall not disclose to the Company or to any of the other Protected Parties, or induce the Company or any of the other Protected Parties to use, any proprietary, secret, or confidential information or material belonging to any other individual or entity, including, without limitation, any former employers.

7.4 Waiver and Amendments. This Agreement may be amended, modified, superseded, canceled, renewed or extended, and the terms and conditions hereof may be waived, only by a written instrument signed by the Parties or, in the case of a waiver, by the Party waiving compliance. No delay on the part of any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any right, power or privilege hereunder, nor any single or partial exercise of any right, power or privilege hereunder, preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

7.5 Governing Law, Dispute Resolution and Venue.

(a) Any and all actions or controversies arising out of this Agreement or the termination thereof, including, without limitation, tort claims, shall be governed and construed in accordance with the laws of the State of New York applicable to agreements made and not to be performed entirely within such state, without regard to conflicts of laws principles.

(b) The Parties agree irrevocably to submit to the exclusive jurisdiction of the federal courts or, if no federal jurisdiction exists, the state courts, located in the City of New York, Borough of Manhattan, for the purposes of any suit, action or other proceeding brought by any party arising out of any breach of any of the provisions of this Agreement and hereby waive, and agree not to assert by way of motion, as a defense or otherwise, in any such suit, action, or proceeding, any claim that it is not personally subject to the jurisdiction of the above-named courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper, or that the provisions of this Agreement may not be enforced in or by such courts. In addition, the Parties irrevocably waive any right to request a trial by jury in any such actions or controversies and represent that such Party has consulted with counsel specifically with respect to this waiver.

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7.6 Benefit of Agreement; Delegation of Duties Prohibited. This Agreement shall inure to the benefit of, and shall be binding upon, the Parties and their respective successors, assigns, heirs, and legal representatives, including any entity with which the Company may merge or consolidate or to which all or substantially all of its assets may be transferred. This Agreement also shall inure to the benefit of the Protected Parties, as well as their respective successors and assigns, including any entity with which any Protected Party may merge or consolidate or to which all or substantially all of its or their assets may be transferred. The duties and covenants of the Employee under this Agreement, being personal, may not be delegated.

7.7 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

7.8 Headings; Construction. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning of terms contained herein. All references to “Section” or “Sections” refer to the corresponding Section or Sections of this Agreement unless otherwise specified. All words used in this Agreement shall be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the work “including” does not limit the preceding words or terms. Given the full and fair opportunity provided to each Party to consult with their respective counsel with respect to the terms of this Agreement, ambiguities shall not be construed against either Party by virtue of such Party having drafted the subject provision.

7.9 Severability. If any term, provision, covenant or restriction of this Agreement, or any part thereof, is held by a court of competent jurisdiction of any foreign, federal, state, county or local government or any other governmental, regulatory or administrative agency or authority to be invalid, void, unenforceable or against public policy for any reason, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected or impaired or invalidated. The Employee acknowledges that the restrictive covenants contained in Section 6 are a condition of this Agreement and are reasonable and valid in temporal scope and in all other respects.

7.10 Judicial Modification. If any court of competent jurisdiction determines that any of the covenants in Section 6, or any part of any of them, is invalid or unenforceable, the remainder of such covenants and parts thereof shall not thereby be affected and shall be given full effect, without regard to the invalid portion. If any court of competent jurisdiction determines that any of such covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall reduce such scope to the minimum extent necessary to make such covenants valid and enforceable.

7.11 Compliance with Law. This Agreement is intended to comply with the requirements of Section 409A of the Code and the regulations promulgated thereunder. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments under Sections 4 and 5 shall comply with Section 409A.

7.12 Tax Withholding. The Company or other payor is authorized to withhold from any benefit provided or payment due hereunder, the amount of withholding

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taxes due any federal, state or local authority in respect of such benefit or payment and to take such other action as may be necessary in the opinion of the Board to satisfy all obligations for the payment of such withholding taxes.

7.13 Notice of New Employment or Engagement. The Employee shall, during the Non-Compete Period and Non-Solicit Period, give written notice to the Company, within ten (10) calendar days after accepting any employment or other engagement to perform services, of the identity of the individual or entity by whom or which the Employee has been employed or engaged. The Company may notify such individual or entity that the Employee is bound by this Agreement and, at the Company’s election, furnish such individual or entity with a copy or summary of this Agreement (in whole or in part).

7.14 Survival. The provisions of Sections 5, 6, and 7 of this Agreement shall survive the termination of this Agreement and the employment relationship hereunder.

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IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have executed this Agreement as of the day and year first above mentioned.

EMPLOYEE:
/s/ Mark M. Malcolm
Mark M. Malcolm
TOWER AUTOMOTIVE OPERATIONS USA I, LLC
By:	/s/ Dev B. Kapadia
Name:	Dev B. Kapadia
Title:

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EX-10.27

Exhibit 10.27

17672 Laurel Pork Drive N

Suite 400E

Livonia, MI 48152

June 16, 2009

Mr. Miljko Rajkovic

Dear Mike:

Reference is hereby made to the Employment Agreement between Tower Automotive Operations USA I, LLC (the “Company”) and you dated as of August 16, 2007 (the “Employment Agreement”). Capitalized terms used in this letter and not specifically defined in this letter shall have the meanings set forth in the Employment Agreement. The purpose of this letter to is memorialize the extension of the employment relationship under the Employment Agreement (as contemplated by Section 2 of the Employment Agreement) and our mutual agreement with respect to the “Severance Amount” (under Section 5.2(b) of the Employment Agreement).

Subject to your acceptance of the terms set forth in this letter (by signing the enclosed copy of this letter and returning it to me within the time frame provided):

1. Extension Notice. This letter shall serve as the Company’s written notice to you of its intention to extend the Term of the Employment Agreement and shall be deemed the Extension Notice contemplated under Section 2 of the Employment Agreement. Accordingly, upon expiration of the Initial Term (i.e., August 15, 2009), the employment relationship under the Employment Agreement shall be extended for an additional period of one (1) year commencing on August 16, 2009, subject to earlier termination pursuant to Section 5 of the Employment Agreement.

2. Severance Amount. Effective as of August 16, 2009, the Severance Amount shall be limited to one times your annualized rate of Base Salary in effect as of the effective date of termination. Accordingly, effective as of August 16, 2009, Section 5.2(b)(i) of the Employment Agreement is hereby deleted and replaced with the following:

“(i) an aggregate amount (the “Severance Amount”) equal to one times Employee’s annualized rate of Base Salary in effect as of the effective date of termination.

The Severance amount, less standard income and payroll tax withholdings and other authorized deductions, shall be payable in twelve (12) equal monthly installments, commencing within seventy-five (75) days following the Employee’s date of termination, but not later than March 15 of the year following the year in which the Employee’s date of termination occurs;

provided, however, that payment of the Severance Amount shall not commence unless the Release becomes effective. Each installment of the Severance Amount shall be treated as a separate payment for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Code”); and”

Except as specifically set forth in this letter, all terms of the Employment Agreement shall remain unmodified and full force and effect.

Please acknowledge your understanding and agreement with the terms set forth in this letter by signing the enclosed copy of this letter and returning it to me on or before June 23, 2009. If you do not sign and return this letter within the time frame provided, this letter (including, without limitation, the Extension Notice) shall be void and of no force and effect.

We look forward to your continued service to the Company.

/s/ Mark M. Malcolm

Mark M. Malcolm, President & CEO

Tower Automotive, LLC

Agreed and accepted this 18th day of June, 2009.

/s/ Miljko Rajkovic

Miljko Rajkovic

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EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (“Agreement”) dated as of August 16, 2007 between Tower Automotive Operations USA I, LLC, a Delaware limited liability company (the “Company”) and Michael Rajkovic, an individual (the “Employee”). (Company and Employee, each a “Party” and, collectively, the “Parties).

WHEREAS, the Parties wish to establish the terms of the Employee’s employment with the Company.

Accordingly, the Parties agree as follows:

1. Employment and Acceptance. The Company shall employ the Employee, and the Employee shall accept employment, subject to the terms of this Agreement, effective as of August 16, 2007.

2. Term. Subject to earlier termination pursuant to Section 5 of this Agreement, this Agreement and the employment relationship hereunder shall continue from the Effective Date until the second anniversary of the Effective Date (the “Initial Term”). Effective upon the expiration of the Initial Term and of each Additional Term (as defined below), if any, this Agreement and the employment relationship hereunder may be extended for an additional period of one (1) year, subject to earlier termination pursuant to Section 5, (each, an “Additional Term”), in each such case commencing upon the expiration of the Initial Term or the then-current Additional Term, as the case may be, but only if, at least sixty (60) calendar days prior to the expiration of the Initial Term or the then-current Additional Term, as the case may be, the Company shall have given written notice to the Employee of its intention to extend the Term of this Agreement (the “Extension Notice”). In the event that the Company does not provide an Extension Notice in the manner set forth in the preceding sentence, the Term (as defined below) automatically shall expire at the end of the Initial Term or the then-current Additional Term, as the case may be. As used in this Agreement, the “Term” shall refer to the period beginning on the Effective Date and ending on the date the Employee’s employment terminates in accordance with this Section 2 or Section 5. Upon the expiration of the Term or earlier termination of this Agreement and the employment relationship hereunder, the Company shall have no further obligations to the Employee under this Agreement or otherwise, except as specifically set forth in Section 5.

3. Duties and Title.

3.1 Title. The Company shall employ the Employee to render exclusive and full-time services to the Company and the other members of the Company Group (as defined below). The Employee shall serve in the capacity of Chief Operating Officer of the Company and in such other positions or capacities as may be requested by the Board of Managers of Tower Automotive, LLC (the “Board”) and/or the Chief Executive Officer (including, without limitation, serving as an officer of, or in another other capacity for, one or more members of the Company Group), and shall report directly to the Chief Executive Officer of Tower Automotive, LLC. As used in this Agreement: (a) “Company Group” means the Company and its Affiliates, as well as any predecessors, past and future successors or assigns (including, without limitation,

the purchaser of all or any assets of the Company or any of its Affiliates) of the Company or any of its Affiliates; and (b) “Affiliate” of any individual or entity shall mean any other individual or entity that directly or indirectly controls, is controlled by, or is under common control with, the individual or entity. For purposes of this Agreement, an Affiliate of the Company shall mean Tower Automotive. LLC and any entity that is owned or controlled by Tower Automotive, LLC.

3.2 Duties. During the Term, the Employee will have such authority and responsibilities and will perform such executive duties as are customarily performed by a Chief Operating Officer of a company in similar lines of business as the Company and its Affiliates or as may be assigned to Employee by the Board and/or the Chief Executive Officer, including, without limitation, performing services for the other members of the Company Group. Additionally, Employee shall be responsible for the day to day operations of the Company Group. Notwithstanding, anything contained herein to the contrary, the Employee’s authority and responsibilities shall be limited to the extent determined by the Board and/or the Chief Executive Officer. During the Term, the Employee will devote all of his full working-time and attention to the performance of such duties and to the promotion of the business and interests of the Company Group.

3.3 Location. The Employee shall initially perform his full-time services to the Company Group in the Company’s Novi, Michigan office; provided that the Employee shall be required to travel as necessary to perform his duties hereunder.

4. Compensation and Benefits by the Company. As compensation for all services rendered pursuant to this Agreement (including, without limitation, services as an officer, director or member of any committee of any member of the Company Group or any division of a member of the Company Group), the Company shall provide the Employee with the following during the Term:

4.1 Base Salary. During the Term, the Company will pay to the Employee a base salary of $550,000 on an annualized basis, payable in accordance with the customary payroll practices of the Company (“Base Salary”). The Base Salary shall be subject to periodic review and such periodic adjustments as the Board deems appropriate in its discretion.

4.2 Annual Bonus. For each fiscal year ending during the Term, the Employee shall be eligible to receive, under the Company’s annual incentive plan, an annual variable bonus payment with a target gross amount of 100% of the Employee’s annualized Base Salary (as in effect as of the end of the applicable fiscal year) (the “Annual Bonus”). The precise amount of the Annual Bonus shall be based on Employee’s achievement of objectives set by the Board or a committee thereof at the beginning of the applicable Fiscal Year; provided, however, that Employee’s objectives for 2007 shall be set by the Board within sixty (60) days of the Effective Date. The Annual Bonus payment shall be due and payable at such time or times as the Board determines, but not later than thirty (30) days following approval by the Board (or committee thereof) of the audited financial statements of the Company Group for the applicable fiscal year (the “Annual Bonus Approval Date”). To be eligible to receive any Annual Bonus (or portion thereof), the Employee must be employed by the Company on the date such Annual Bonus is paid.

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4.3 Participation in Employee Benefit Plans. The Employee shall be entitled during the Term, if and to the extent eligible, to participate in all of the applicable benefit plans (excluding severance plans, if any) of the Company, which may be available to other senior executives of the Company. The Company may at any time or from time-to-time amend, modify, suspend or terminate any employee benefit plan, program or arrangement for any reason without the Employee’s consent if such amendment, modification, suspension or termination is consistent with the amendment, modification, suspension or termination for other executives of the Company.

4.4 Expense Reimbursement. During the Term, the Employee shall be entitled to receive reimbursement for all appropriate business expenses incurred by him in connection with his duties under this Agreement in accordance with the policies of the Company as in effect from time to time.

4.5 Management Incentive Plan. The Employee shall be eligible to participate in the Tower Automotive Management, LL.0 2007 Management Incentive Plan (the “MIP”). Employee’s participation in the MIP and rights thereunder shall be subject to the terms of the MIP and any applicable grant or other agreements under the MIP as determined by the Board or committee thereof.

5. Termination of Employment.

5.1 By the Company for Cause. If the Company terminates the Employee’s employment with the Company for Cause (as defined below), then the Employee shall be entitled to receive, and the Company’s sole obligation under this Agreement or otherwise shall be to pay or provide to the Employee, the following (collectively, the “Accrued Benefits”):

(a) the Employee’s earned, but unpaid, Base Salary through the effective date of termination (payable in accordance with Section 4.1 above) and any amounts or benefits (if any) that are vested amounts or vested benefits or that the Employee is otherwise entitled to receive under the express provision of any plan, program, policy or practice on the effective date of termination (excluding, without limitation, severance pay plans (if any) and any amounts or benefits that are forfeited in the event of a termination for Cause, termination by the Employee without Good Reason or other termination in accordance with the terms of the applicable plan, programs, policy, or practice), which amounts and/or benefits shall be payable or provided in accordance with the terms of such plan, program policy, or practice;

(b) [any Annual Bonus (or portion thereof), if any, relating to the calendar year prior to the calendar year in which the effective date of the Employee’s termination occurs that was earned on the applicable Annual Bonus Approval Date, but unpaid, as of the date of termination, which unpaid Annual Bonus (or portion thereof) shall be payable within thirty (30) days of the date of termination; and]

(c) expenses reimbursable under Section 4.4 incurred, but not yet reimbursed to the Employee, to the date of termination.

For the purposes of this Agreement, “Cause” means, as determined by a majority of the Board (or its designee), with respect to conduct during the Employee’s employment with

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the Company, whether or not committed during the Term: (i) commission of a felony by Employee; (ii) acts of dishonesty by Employee resulting or intending to result in personal gain or enrichment at the expense of any member of the Company Group or any of their respective Affiliates; (iii) the Employee’s appropriation (or attempted appropriation) of any business opportunity of any member of the Company Group or any of their respective Affiliates, including, without limitation, attempting to secure or securing any personal profit or benefit in connection with any transaction entered into by or on behalf of any member of the Company Group or any of their respective Affiliates; (iv) the Employee’s material breach of any of his duties, representations, warranties, covenants or other obligations under this Agreement; (v) conduct by the Employee in connection with his duties hereunder that is fraudulent, unlawful, or grossly negligent; (vi) engaging in personal conduct by the Employee (including, but not limited to, employee harassment or discrimination, or the use or possession at work of any illegal controlled substance) which discredits or damages any member of the Company Group or any of their respective Affiliates; (vii) contravention of specific lawful direction of the Chief Executive Officer or the Board, or continuing inattention to or continuing failure to adequately perform the duties to be performed by Employee under the terms of Section 3.2 of this Agreement; or (viii) breach of the Employee’s covenants set forth in Section 6 below before termination of employment; provided, that, with respect to clauses (iv) and (vii) only, the Employee shall have fifteen (15) days after notice from the Company to cure the deficiency leading to the Cause determination, if curable. A termination for “Cause” shall be effective immediately (or on such other date set forth by the Company).

5.2 By the Company Without Cause or Due to Death or Disability or Expiration of the Term. If: (i) the Employee’s employment terminates due to his death; (ii) the Company terminates Employee’s employment without Cause (which may be done at any time with or without prior notice); (iii) the Company terminates the Employee’s employment due to the Employee’s Disability (as defined below); or (iv) this Agreement and the employment relationship hereunder is terminated as a result of the expiration of the Term (arising out of the Company’s determination not to deliver an Extension Notice and regardless of whether the expiration of the Term occurs at the end of the Initial Term or an Additional Term), then the Employee (or, in the event of the Employee’s death, the Employee’s legal representative) shall be entitled to receive, and the Company’s sole obligation under this Agreement or otherwise shall be to pay or provide:

(a) the Accrued Benefits; and

(b) subject to the Employee’s (or, in the event of the Employee’s death of incapacity, the Employee’s legal representative’s) execution, delivery and non-revocation of a general release in a form satisfactory to the Company (the “Release”), which Release, among other things, shall include a general release of the members of the Company Group, each of their respective direct and indirect parent entities and direct and indirect subsidiaries and each their respective Affiliates, and each of their respective officers, directors, employees, shareholders, members, managers, partners, plan administrators, and agents, as well as the predecessors, past and future successors and assigns or estates of any of the foregoing, from all liability:

(i) an aggregate amount (the “Severance Amount”) equal to:

(A) if the effective date of termination occurs prior to the expiration of the Initial Term, the cumulative Base Salary payments that Employee would have received for the remainder of the Initial term (determined based on the rate of Base Salary in effect as of the effective date of termination); and

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(B) regardless of when the effective date of termination occurs, one times Employee’s annualized rate of Base Salary in effect as of the effective date of termination.

The Severance Amount, less standard income and payroll tax withholding and other authorized deductions, shall be payable in twelve (12) equal monthly installments, commencing within seventy-five (75) days following the Employee’s date of termination, but not later than March 15 of the year following the year in which the Employee’s date of termination occurs; provided, however, that payment of the Severance Amount shall not commence unless the Release becomes effective. Each installment of the Severance Amount shall be treated as a separate payment for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Code”); and

(ii) if the Employee (or, if eligible for continuation coverage under the terms of such plans and applicable law, the Employee’s legal representatives) elects continuing group coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall waive the cost of such coverage to the extent that such cost exceeds the cost that the Company charges active employees for similar coverage until the earlier of (x) the first twelve (12) months of COBRA coverage, or (y) the date that the Employee (or the Employee’s legal representatives, if applicable) is covered under another group health plan, subject to the terms of the plans and applicable law.

The Company shall have no obligation to provide the payments and benefits (other than Accrued Benefits) set forth above in the event that Employee breaches the provisions of Section 6.

For the purposes of this Agreement, “Disability” means a determination by the Company in accordance with applicable law that, as a result of a physical or mental injury or illness, the Employee is unable to perform the essential functions of his job (with or without reasonable accommodation) for a period of (i) ninety (90) consecutive days, or (ii) one hundred twenty (12) days in any twelve-month period.

5.3 [No Mitigation; No Offset. The Employee shall be under no obligation to seek other employment after his termination of employment with the Company and the obligations of the Company to the Employee which arise upon the termination of his employment pursuant to this Section 5 shall not be subject to mitigation or offset.]

5.4 Removal from any Boards and Position. If the Employee’s employment is terminated for any reason under this Agreement, he shall be deemed to resign (i) if a member, from the Board or board of directors of any other member of the Company Group or any other board to which he has been appointed or nominated by or on behalf of the Company or any other member of the Company Group, and (ii) from any position with any member of the Company

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Group, including, but not limited to, as an officer of any member of the Company Group; provided, however, the Employee agrees to take all further actions that are deemed reasonably necessary by the Company to effectuate or evidence such resignations.

6. Restrictions and Obligations of the Employee.

6.1 Confidentiality. (a) During the course of the Employee’s employment by the Company (prior to and during the Term) or otherwise, the Employee has had and will have access to certain trade secrets and confidential information relating to the Company and its Affiliates, its and their respective direct and indirect parent entities and direct and indirect subsidiaries and each of their respective Affiliates, as well as their respective predecessors, successors and assigns (collectively, the “Protected Parties”) which is not readily available from sources outside the Protected Parties. The confidential and proprietary information and trade secrets of the Protected Parties are among their most valuable assets, including but not limited to, their customer, supplier and vendor lists, databases, competitive strategies, computer programs, frameworks, or models, their marketing programs, their sales, financial, marketing, training and technical information, their product development (and proprietary product data) and any other information, whether communicated orally, electronically, in writing or in other tangible forms concerning how the Protected Parties create, develop, acquire or maintain their products and marketing plans, target their potential customers and operate their retail and other businesses. The Protected Parties invested, and continue to invest, considerable amounts of time and money in their process, technology, know-how, obtaining and developing the goodwill of their customers, their other external relationships, their data systems and data bases, and all the information described above (hereinafter collectively referred to as “Confidential Information”), and any misappropriation or unauthorized disclosure of Confidential Information in any form would irreparably harm the Protected Parties. The Employee acknowledges that such Confidential Information constitutes valuable, highly confidential, special and unique property of the Protected Parties. The Employee shall hold in a fiduciary capacity for the benefit of the Protected Parties all Confidential Information relating to the Protected Parties and their businesses, which shall have been obtained by the Employee during the Employee’s employment by the Company or its Affiliates or otherwise and which shall not be or become public knowledge (other than by acts by the Employee or representatives of the Employee in violation of this Agreement). Except as required by law or an order of a court or governmental agency with jurisdiction, the Employee shall not, during the period the Employee is employed by the Company or its Affiliates or at any time thereafter, disclose any Confidential Information, directly or indirectly, to any person or entity for any reason or purpose whatsoever, nor shall the Employee use it in any way, except in the course of the Employee’s employment with, and for the benefit of, the Protected Parties or to enforce any rights or defend any claims hereunder or under any other agreement to which the Employee is a party, provided that such disclosure is relevant to the enforcement of such rights or defense of such claims and is only disclosed to the extent necessary in the formal proceedings related thereto. The Employee shall take all reasonable steps to safeguard the Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. The Employee understands and agrees that the Employee shall acquire no rights to any such Confidential Information.

(b) All files, records, documents, drawings, specifications, data, computer programs, evaluation mechanisms and analytics and similar items relating thereto or to

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the Business (for the purposes of this Agreement, “Business” shall be as defined in Section 6.3 hereof), as well as all customer lists, specific customer information, compilations of product research and marketing techniques of the Protected Parties, whether prepared by the Employee or otherwise coming into the Employee’s possession, shall remain the exclusive property of the Company or other Protected Parties, as applicable, and the Employee shall not remove any such items from the premises of the Company or other Protected Parties, except in furtherance of the Employee’s duties under this Agreement.

(c) It is understood that while employed by the Company or any of its Affiliates, the Employee will promptly disclose to the Company and to no one else, any idea, invention, technique, modification, process, or improvement (whether patentable or not, any industrial design (whether registrable or not), any mask work, however fixed or encoded, that is suitable to be fixed, embedded or programmed in a product (whether recordable or not) and any work of authorship (whether or not copyright protection may be obtained for it) created, conceived, or developed by the Employee or the Employee’s Affiliate (“Inventions”), either solely or in conjunction with others, during Employee’s employment with the Company or any of its Affiliates, that relates in any way to, or is useful in any manner to, the business then being conducted or proposed to be conducted by any member of the Company Group or any of their respective Affiliates and any such item created by the Employee or the Employee’s Affiliate, either solely or in conjunction with others, that is based upon or uses Confidential Information. Employee agrees that (i) each Invention belongs, or shall belong, exclusively to the Company from conception, (ii) all of the Employee’s writings, works of authorship, specially commissioned works, and other Inventions are works made for hire and are the exclusive property of the Company, including any copyrights, patents, or other intellectual property rights pertaining thereto, and (iii) if it is determined that any such Inventions are not works made for hire, the Employee hereby irrevocably assigns to the Company all of the Employee’s right, title and interest, including rights of copyright, patent, and other intellectual property rights, to or in such Inventions. The Employee covenants that the Employee shall promptly (i) provide a separate written irrevocable assignment to the Company, or to an individual or entity designated by the Company, at the Company’s request and without additional compensation, all of the Employee’s right to any Inventions in the United States and all foreign jurisdictions, (ii) at the Company’s expense, execute and deliver to the Company such applications, assignments, and other documents as the Company may request in order to apply for and obtain patents or other registrations with respect to any Invention in the United States and any foreign jurisdictions, (iii) at the Company’s expense, execute and deliver all other papers deemed necessary by the Company to carry out the above obligations, and (iv) give testimony and render any other assistance in support of the Company’s rights to any Invention (with the Company paying the Employee a reasonable fee for the Employee’s time if the Employee’s employment with the Company or any of its Affiliates has ended at the time of such testimony or assistance). In the event that the Company is unable to secure the Employee’s signature after reasonable effort in connection with any patent, trademark, copyright or other similar protection relation to an Invention, the Employee irrevocably designates and appoints the Company and its respective officers and agents as the Employee’s agent and attorney-in-fact, to act for and on the Employee’s behalf and stead to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of patents, trademarks, copyrights or similar protection thereon with the same legal force and effect as if executed by the Employee. At all times during and after the Employee’s employment by the Company, the Employee shall

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assist the Company in obtaining, maintaining, and renewing patent, copyright, trademark and other appropriate protection for any Invention, in the United States and in any foreign jurisdictions, at the Company’s expense.

(d) As requested by the Company, from time to time and upon the termination of the Employee’s employment with the Company for any reason or no reason, the Employee will promptly deliver to the Company all copies and embodiments, in whatever form, of all Confidential Information in the Employee’s possession or within his control (including, but not limited to, memoranda, records, notes, plans, photographs, manuals, notebooks, documentation, program listings, flow charts, magnetic media, disks, diskettes, tapes and all other materials containing any Confidential Information) irrespective of the location or form of such material. If requested by the Company, the Employee will provide the Company with written confirmation that all such materials have been delivered to the Company as provided herein.

6.2 Non-Solicitation or Hire. During the Term and for a period of twelve (12) months following the termination of the Employee’s employment for any reason or no reason (the “Non-Solicit Period”), the Employee shall not, directly or indirectly, solicit or attempt to solicit or induce or attempt to induce, directly or indirectly, (a) any individual or entity who or which is a customer of the Company or any of the other Protected Parties, or who or which was a customer of the Company or any of the other Protected Parties at any time during the twelve (12) month period immediately prior to the date the Employee’s employment terminates, for the purpose of marketing, selling or providing to any such individual or entity any services or products offered by or available from the Company or any of the other Protected Parties (provided that if the Employee intends to solicit any such party for any other purpose, he shall notify the Company of such intention and receive prior written approval from the Company), (b) any supplier to or customer or client of the Company or any of the other Protected Parties to terminate, reduce or alter negatively its relationship with the Company or any of the other Protected Parties or in any manner interfere with any agreement or contract between the Company and/or any of the other Protected Parties and such supplier, customer or client, or (c) any employee or agent of the Company or any of the other Protected Parties or any individual or entity who or which was an employee or agent of the Company or any of the other Protected Parties during the twelve (12) month period immediately prior to the date the Employee’s employment terminates, to terminate such individual’s or entity’s employment relationship with, or engagement to perform services for, the Protected Parties in order, in either case, to enter into a similar relationship with the Employee, or any other person or entity in competition with the Business of the Company or any of the other Protected Parties. Employee further agrees that, during the Non-Solicit Period, he shall not, directly or indirectly, (a) hire or engage (or assist in the hiring or engaging of) any employee or agent of the Company or any of the other Protected Parties or any individual or entity who or which was an employee or agent of the Company or any of the other Protected Parties during the twelve (12) month period immediately prior to the date the Employee’s employment terminates to enter into a similar relationship with the Employee or any other person or entity in competition with the Business of the Company or any of the other Protected Parties, (b) solicit, divert with the intention to take away, or attempt to divert with the intention to take away, any investment opportunity considered by Employer or any other Protected Party, or (c) interfere with, disrupt, or attempt to interfere with or disrupt, or assist others to disrupt or interfere with, the relationship, contractual or otherwise, between the

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Company or of the other Protected Parties and any of their respective customers, clients, accounts, investors, suppliers, lessors, consultants, independent contractors, agents, or employees.

6.3 Non-Competition. During the Term and for a period of twelve (12) months following the termination of the Employee’s employment by the Company or any of its Affiliates (for any reason or no reason) (the “Non-Compete Period”), the Employee shall not, directly or indirectly, whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of the Company or its Affiliates, organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to be used by, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or business organization), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which engages or proposes to engage in (a) the sale, distribution, manufacturing and/or design of structural metal components and assemblies for the automotive industry, or (b) any other business conducted by the Company, any other member of the Company Group or any of their respective Affiliates on the date of the Employee’s termination of employment or within twelve (12) months of the Employee’s termination of employment in the geographic locations where the Company, the other members of the Company Group and/or their respective Affiliates engage or propose to engage in such business (the `Business”). Notwithstanding the foregoing, nothing in this Agreement shall prevent the Employee from owning for passive investment purposes not intended to circumvent this Agreement, less than five percent (5%) of the publicly traded common equity securities of any company engaged in the Business (so long as the Employee has no power to manage, operate, advise, consult with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Employee in connection with any permissible equity ownership).

6.4 Nondisparagement. The Employee agrees that he will not at any time (whether during or after the Term) publish or communicate to any person or entity any Disparaging (as defined below) remarks, comments or statements concerning the Company, any of the other Protected Parties or any of their present or former respective members, partners, directors, officers, shareholders, employees, agents, attorneys, successors and assigns. “Disparaging” remarks, comments or statements are those that impugn the character, honesty, integrity or morality or business acumen or abilities in connection with any aspect of the operation of business of the individual or entity being disparaged.

6.5 Property. The Employee acknowledges that all originals and copies of materials, records and documents generated by him or coming into his possession or control during his employment by the Company or its Affiliates are the sole property of the Company and/or the other Protected Parties, as applicable (“Company Property”). During the Term, and at all times thereafter, the Employee shall not remove, or cause to be removed, from the premises of the Company or any of the other Protected Parties, copies of any record, file, memorandum, document, computer related information or equipment, or any other item relating to the business of the Company or any of the other Protected Parties, except in furtherance of his duties under

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the Agreement. When the Employee’s employment with the Company terminates, or upon request of the Company at any time, the Employee shall promptly deliver to the Company all copies of Company Property in his possession or control.

6.6 Remedies; Specific Performance; Calculation of Time Period. The Parties acknowledge and agree that the Employee’s breach or threatened breach of any of the restrictions set forth in Section 6 will result in irreparable and continuing damage to the Protected Parties for which there may be no adequate remedy at law and that the Protected Parties shall be entitled to equitable relief, including specific performance and temporary, preliminary and permanent injunctive relief (without being obligated to post a bond or other collateral) and to an equitable accounting of all earnings, profits and other benefits arising, directly or indirectly, from such violation, as remedies for any such breach or threatened or attempted breach. The Employee hereby consents to the grant of an injunction (temporary or otherwise) against the Employee or the entry of any other court order against the Employee prohibiting and enjoining him from violating, or directing him to comply with, any provision of Section 6. The Employee also agrees that such remedies shall be in addition to any and all remedies, including damages; available to the Protected Parties against him for such breaches or threatened or attempted breaches. In addition, without limiting the Protected Parties’ remedies for any breach of any restriction on the Employee set forth in Section 6, except as required by law, the Employee shall not be entitled to any payments set forth in Section 5.2 hereof if the Employee has breached the covenants applicable to the Employee contained in Section 6, the Employee will immediately return to the Company any such payments previously received under Section 5.2 upon such a breach, and, in the event of such breach, the Company will have no obligation to pay any of the amounts that remain payable by the Company under Section 5.2. Employee also agrees that, without limiting the Protected Parties’ remedies for any breach or threatened breach of his obligations under Section 6, Employee shall be responsible for payment of the attorneys’ and experts’ fees and expenses of the Protected Parties, as well as court or other forum costs, pertaining to any suit, arbitration, mediation, action or other proceeding (including the costs of any investigation related thereto) arising directly or indirectly out of the Employee’s violation or threatened violation of any of the provisions of Section 6. Further, without limiting the Protected Parties’ remedies for any breach of any restriction on the Employee set forth in Section 6, Employee agrees that if he breaches any of restrictions set forth in Section 6.2 or 6.3, the running of the time period of such provision(s) shall be extended from the end of the original Non-Solicitation Period or Non-Compete Period, as applicable, for the period of time the Employee was in breach of the provision(s).

7. Other Provisions.

7.1 Notices. Any notice or other communication required or which may be given hereunder shall be in writing and shall be delivered personally, telegraphed, telexed, sent by facsimile transmission or sent by certified, registered or express mail, postage prepaid or overnight mail and shall be deemed given when so delivered personally, telegraphed, telexed, or sent by facsimile transmission or, if mailed, four (4) days after the date of mailing or one (1) day after overnight mail, as follows:

(a) If the Company, to:

Tower Automotive Operations USA I, LLC

27175 Haggerty Road

Novi, Michigan 48377

Attn: Chairman of the Board

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With copies to:

Cerberus Capital Management, L.P.

299 Park Avenue

New York, New York 10171

Attention: Mark Neporent

Telephone: (212) 891-2100

Fax:    (212) 891-1540

And

Lowenstein Sandler PC

1251 Avenue of the Americas

New York, New York 10020

Attention: Robert G. Minion, Esq.

Telephone:  (973) 597-2424

Facsimile:    (973) 597-2425

(b) If the Employee, to the Employee’s home address reflected in the Company’s records.

7.2 Entire Agreement. This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, written or oral, with respect thereto.

7.3 Representations and Warranties by Employee. The Employee represents and warrants to the Company that: (a) he has the legal authority to execute and perform this Agreement; (b) this Agreement is a valid and binding agreement enforceable against him according to its teams; (c) he has consulted his attorneys and financial advisors with respect to the terms of this Agreement (specifically, including, without limitation, the provisions of Sections 6.2 and 6.3); and (d) he is not a party to or subject to any restrictive covenants, legal restrictions or other agreements in favor of any entity or person which would in any way preclude, inhibit, impair or limit the Employee’s ability to perform his obligations under this Agreement, including, but not limited to, non-competition agreements, non-solicitation agreements or confidentiality agreements. The Employee shall not disclose to the Company or to any of the other Protected Parties, or induce the Company or any of the other Protected Parties to use, any proprietary, secret, or confidential information or material belonging to any other individual or entity, including, without limitation, any former employers.

7.4 Waiver and Amendments. This Agreement may be amended, modified, superseded, canceled, renewed or extended, and the terms and conditions hereof may be waived, only by a written instrument signed by the Parties or, in the case of a waiver, by the Party

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waiving compliance. No delay on the part of any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any right, power or privilege hereunder, nor any single or partial exercise of any right, power or privilege hereunder, preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

7.5 Governing Law, Dispute Resolution and Venue.

(a) Any and all actions or controversies arising out of this Agreement or the termination thereof, including, without limitation, tort claims, shall be governed and construed in accordance with the laws of the State of New York applicable to agreements made and not to be performed entirely within such state, without regard to conflicts of laws principles.

(b) The Parties agree irrevocably to submit to the exclusive jurisdiction of the federal courts or, if no federal jurisdiction exists, the state courts, located in the City of New York, Borough of Manhattan, for the purposes of any suit, action or other proceeding brought by any party arising out of any breach of any of the provisions of this Agreement and hereby waive, and agree not to assert by way of motion, as a defense or otherwise, in any such suit, action, or proceeding, any claim that it is not personally subject to the jurisdiction of the above-named courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper, or that the provisions of this Agreement may not be enforced in or by such courts. In addition, the Parties irrevocably waive any right to request a trial by jury in any such actions or controversies and represent that such Party has consulted with counsel specifically with respect to this waiver.

7.6 Benefit of Agreement; Delegation of Duties Prohibited. This Agreement shall inure to the benefit of, and shall be binding upon, the Parties and their respective successors, assigns, heirs, and legal representatives, including any entity with which the Company may merge or consolidate or to which all or substantially all of its assets may be transferred. This Agreement also shall inure to the benefit of the Protected Parties, as well as their respective successors and assigns, including any entity with which any Protected Party may merge or consolidate or to which all or substantially all of its or their assets may be transferred. The duties and covenants of the Employee under this Agreement, being personal, may not be delegated.

7.7 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

7.8 Headings; Construction. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning of terms contained herein. All references to “Section” or “Sections” refer to the corresponding Section or Sections of this Agreement unless otherwise specified. All words used in this Agreement shall be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the work “including” does not limit the preceding words or teens. Given the full and fair opportunity provided to each Party to consult with their respective counsel with respect to the terms of this Agreement, ambiguities shall not be construed against either Party by virtue of such Party having drafted the subject provision.

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7.9 Severability. If any term, provision, covenant or restriction of this Agreement, or any part thereof, is held by a court of competent jurisdiction of any foreign, federal, state, county or local government or any other governmental, regulatory or administrative agency or authority to be invalid, void, unenforceable or against public policy for any reason, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected or impaired or invalidated. The Employee acknowledges that the restrictive covenants contained in Section 6 are a condition of this Agreement and are reasonable and valid in temporal scope and in all other respects.

7.10 Judicial Modification. If any court of competent jurisdiction determines that any of the covenants in Section 6, or any part of any of them, is invalid or unenforceable, the remainder of such covenants and parts thereof shall not thereby be affected and shall be given full effect, without regard to the invalid portion. If any court of competent jurisdiction determines that any of such covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall reduce such scope to the minimum extent necessary to make such covenants valid and enforceable.

7.11 Compliance with Law. This Agreement is intended to comply with the requirements of Section 409A of the Code and the regulations promulgated thereunder.

To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments under Sections 4 and 5 shall comply with Section 409A.

7.12 Tax Withholding. The Company or other payor is authorized to withhold from any benefit provided or payment due hereunder, the amount of withholding taxes due any federal, state or local authority in respect of such benefit or payment and to take such other action as may be necessary in the opinion of the Board to satisfy all obligations for the payment of such withholding taxes.

7.13 Notice of New Employment or Engagement. The Employee shall, during the Non-Compete Period and Non-Solicit Period, give written notice to the Company, within ten (10) calendar days after accepting any employment or other engagement to perform services, of the identity of the individual or entity by whom or which the Employee has been employed or engaged. The Company may notify such individual or entity that the Employee is bound by this Agreement and, at the Company’s election, furnish such individual or entity with a copy or summary of this Agreement (in whole or in part).

7.14 Survival. The provisions of Sections 5, 6, and 7 of this Agreement shall survive the termination of this Agreement and the employment relationship hereunder.

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IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have executed this Agreement as of the day and year first above mentioned.

EMPLOYEE:
/s/ Michael Rajkovic
Michael Rajkovic
TOWER AUTOMOTIVE OPERATIONS USA I, LLC
By:	/s/ Mark M. Malcolm
	Mark M. Malcolm
	President and Chief Executive Officer

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EX-10.28

Exhibit 10.28

27275 Haggerty Rd.

Suite 680

Novi, MI 48377

Tel. (248) 675-6000

Fax (248) 675-6200

July 26, 2009

Mr. William R. Cook

Dear Bill:

Reference is hereby made to the Employment Agreement between Tower Automotive Operations USA I, LLC (the “Company”) and you dated as of September 25, 2007 (the “Employment Agreement”). Capitalized terms used in this letter and not specifically defined in this letter shall have the meanings set forth in the Employment Agreement. The purpose of this letter to is memorialize the extension of the employment relationship under the Employment Agreement (as contemplated by Section 2 of the Employment Agreement) and our mutual agreement with respect to the “Severance Amount” (under Section 5.2(b) of the Employment Agreement).

Subject to your acceptance of the terms set forth in this letter (by signing the enclosed copy of this letter and returning it to me within the time frame provided):

1. Extension Notice. This letter shall serve as the Company’s written notice to you of its intention to extend the Term of the Employment Agreement and shall be deemed the Extension Notice contemplated under Section 2 of the Employment Agreement. Accordingly, upon expiration of the Initial Term (i.e., September 24, 2009), the employment relationship under the Employment Agreement shall be extended for an additional period of one (1) year commencing on September 25, 2009, subject to earlier termination pursuant to Section 5 of the Employment Agreement.

2. Severance Amount. Effective as of September 25, 2009, the Severance Amount shall be limited to one times your annualized rate of Base Salary in effect as of the effective date of termination. Accordingly, effective as of September 25, 2009, Section 5.2(b)(i) of the Employment Agreement is hereby deleted and replaced with the following:

“(i) an aggregate amount (the “Severance Amount”) equal to one times Employee’s annualized rate of Base Salary in effect as of the effective date of termination.

The Severance amount, less standard income and payroll tax withholdings and other authorized deductions, shall be payable in twelve (12) equal monthly installments, commencing within seventy-five (75) days following the Employee’s date of termination, but not later than March 15 of the year following the year in which the Employee’s date of termination occurs; provided, however, that payment of the Severance Amount shall not commence unless the Release becomes effective. Each installment of the Severance Amount shall be treated as a separate payment for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Code”); and

Except as specifically set forth in this letter, all terms of the Employment Agreement shall remain unmodified and in full force and in effect.

Please acknowledge your understanding and agreement with the terms set forth in this letter by signing the enclosed copy of this letter and returning it to me on or before August 24, 2009. If you do not sign and return this letter within the time frame provided, this letter (including, without limitation, the Extension Notice) shall be void and of no force and effect.

We look forward to your continued service to the Company.

/s/ Mark M. Malcolm

Mark M. Malcolm, President & CEO

Tower Automotive, LLC

Agreed and accepted this 17th day of August, 2009.

/s/ William R. Cook

William R. Cook

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EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (“Agreement”) dated as of September 25, 2007 between Tower Automotive Operations USA I, LLC, a Delaware limited liability company (the “Company”), and William R. Cook, an individual (the “Employee”). (Company and Employee, each a “Party” and, collectively, the “Parties”).

WHEREAS, the Parties wish to establish the terms of the Employee’s employment with the Company.

Accordingly, the Parties agree as follows:

1. Employment and Acceptance. The Company shall employ the Employee, and the Employee shall accept employment, subject to the terms of this Agreement, effective as of September 25, 2007 (the “Effective Date”).

2. Term. Subject to earlier termination pursuant to Section 5 of this Agreement, the employment relationship hereunder shall continue from the Effective Date until the second (2nd) yearly anniversary of the Effective Date (the “Initial Term”). Effective upon the expiration of the Initial Term and of each Additional Term (as defined below), if any, this Agreement and the employment relationship hereunder may be extended for an additional period of one (1) year, subject to earlier termination pursuant to Section 5 of this Agreement (each, an “Additional Term”), in each such case commencing upon the expiration of the Initial Term or the then-current Additional Term, as the case may be, but only if, at least sixty (60) calendar days prior to the expiration of the Initial Term or the then-current Additional Term, as the case may be, the Company shall have given written notice to the Employee of its intention to extend the Term (as defined below) of this Agreement (the “Extension Notice”). In the event that the Company does not provide an Extension Notice in the manner set forth in the preceding sentence, the Term automatically shall expire at the end of the Initial Term or the then-current Additional Term, as the case may be. As used in this Agreement, the “Term” shall refer to the period beginning on the Effective Date and ending on the date the Employee’s employment terminates in accordance with this Section 2 or Section 5 of this Agreement. Upon the expiration of the Term or earlier termination of this Agreement and the employment relationship hereunder, the Company shall have no further obligations to the Employee under this Agreement or otherwise, except as specifically set forth in Section 5 of this Agreement.

3. Duties and Title.

3.1 Title. The Company shall employ the Employee to render exclusive and full-time services to the Company and the other members of the Company Group (as defined below). The Employee shall serve in the capacity of Senior Vice President Human Resources of the Company and in such other positions or capacities commensurate with his position as may be requested by the Board of Managers of the Company (the “Board”) and/or the Chief Executive Officer of the Company (the “CEO”) (including, without limitation, serving as an officer of, or in another other capacity for, one or more members of the Company Group), and

shall report directly to the CEO. As used in this Agreement: (a) “Company Group” means the Company and its Affiliates, as well as any predecessors, past and future successors or assigns (including, without limitation, the purchaser of all or any assets of the Company or any of its Affiliates) of the Company or any of its Affiliates; and (b) “Affiliate” of any individual or entity shall mean any other individual or entity that directly or indirectly controls, is controlled by, or is under common control with, the individual or entity. For purposes of this Agreement, an Affiliate of the Company shall mean only Tower Automotive, LLC and any entity that is owned or controlled by Tower Automotive, LLC.

3.2 Duties. During the Term, the Employee will have such authority and responsibilities and will perform such duties as are customarily performed by a Senior Vice President Human Resources of a company in similar lines of business as the Company and its Affiliates or as may be assigned to the Employee by the Board and/or the CEO, including, without limitation, performing services for the other members of the Company Group. Additionally, Employee shall be responsible for day to day matters relating to the human resources of the Company Group. Notwithstanding anything contained herein to the contrary, the Employee’s authority and responsibilities shall be limited to the extent determined by the Board and/or the CEO. During the Term, the Employee shall devote all of his full working-time and attention to the performance of such duties and to the promotion of the business and interests of the Company Group; provided, however, that Employee may serve as a director of an entity with the written approval of the Board or the CEO, engage in charitable actives and manage his own personal investments so long as such activities do not interfere with his duties and responsibilities hereunder.

3.3 Location. The Employee shall perform his full-time services to the Company Group in the Company’s Novi, Michigan office; provided, however, the Employee shall be required to travel as necessary to perform his duties hereunder.

4. Compensation and Benefits by the Company. As compensation for all services rendered pursuant to this Agreement (including, without limitation, services as an officer, director or member of any committee of any member of the Company Group or any division of a member of the Company Group), the Company shall provide the Employee with the following during the Term:

4.1 Base Salary. During the Term, the Company will pay to the Employee a base salary of Three Hundred Twenty Five Thousand and 00/100 Dollars ($325,000) on an annualized basis, payable in accordance with the customary payroll practices of the Company (“Base Salary”). The Base Salary shall be subject to periodic review and such periodic adjustments as the Board and/or CEO deems appropriate in their discretion. Except to the extent commensurate with “across the board” reductions in base salaries made applicable to similarly situated officers of the Company, Employee’s Base Salary may not be decreased.

4.2 Annual Bonus. For each calendar year ending during the Term, the Employee shall be eligible to receive, under the Company’s annual incentive plan, an annual variable bonus payment with a target gross amount of seventy five percent (75%) of the

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Employee’s annualized Base Salary (as in effect as of the end of the applicable year) (the “Annual Bonus”); provided, however, the Annual Bonus for 2007 (if any) shall be prorated based upon the Effective Date (i.e., the target gross amount of Employee’s Annual Bonus for 2007 shall be seventy five (75%) of the Base Salary actually earned by the Employee in 2007). The precise amount of the Annual Bonus shall be based on Employee’s achievement of objectives set by the Board or a committee thereof at the beginning of the applicable year; provided, however, that Employee’s objectives for 2007 shall be set by the Board within sixty (60) days of the Effective Date. The Annual Bonus payment shall be due and payable at such time or times as the Board determines, but not later than thirty (30) days following approval by the Board (or committee thereof) of the audited financial statements of the Company Group for the applicable year (the “Annual Bonus Approval Date”). To be eligible to receive any Annual Bonus (or portion thereof), the Employee must be employed by the Company on the Annual Bonus Approval Date.

4.3 Participation in Employee Benefit Plans. The Employee shall be entitled during the Term, if and to the extent eligible, to participate in all of the applicable benefit plans (excluding severance plans, if any) of the Company, which may be available to other senior executives of the Company. The Company may at any time, or from time to time, amend, modify, suspend or terminate any employee benefit plan, program or arrangement for any reason without the Employee’s consent if such amendment, modification, suspension or termination is consistent with the amendment, modification, suspension or termination for other executives of the Company.

4.4 Expense Reimbursement. During the Term, the Employee shall be entitled to receive reimbursement for all appropriate business expenses incurred by him in connection with his duties under this Agreement in accordance with the policies of the Company as in effect from time to time.

4.5 Relocation Assistance. If, during the Term, the Employee elects to relocate his primary residence to the Novi, Michigan area, the Company will pay when due or reimburse the Employee for the reasonable costs of the relocation, not to exceed One Hundred Thousand and 00/100 Dollars ($100,000), subject to the provisions of the Company’s relocation policy in place from time to time. Such reimbursement, if any, shall be made to the Employee within forty-five (45) days following the Employee’s delivery to the Company of paid invoices substantiating such expenses. To the extent the Company’s payment or reimbursement of such relocation expenses are required to be included in the Employee’s income for income tax purposes, the Company will pay to the Employee an amount necessary to “gross up” the Employee for state and federal income tax purposes (and for such taxes on such gross-up payment), which “gross up” amount shall be paid to the Employee not later than forty-five (45) days following the Employee’s delivery to the Company of paid invoices substantiating the payment of such taxes. The Employee agrees to remit paid invoices for relocation expenses for which he seeks reimbursement and paid invoices for taxes related to the payment or reimbursement for the relocation expenses within thirty (30) days of the date of payment. To induce the Company to offer to pay or reimburse the Employee for his moving expenses and pay any applicable “gross-up” amount (collectively, the “Relocation Assistance”), the Employee has

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indicated his intention to remain employed by the Company for at least twelve (12) months following the date that he relocates to the Novi, Michigan area. Accordingly, in the event that the Employee voluntarily terminates his employment with the Company without Good Reason prior to the twelve (12) month anniversary of his relocation to the Novi, Michigan area or if the Employee’s employment is terminated by the Company for Cause (as defined below) prior to the twelve (12) month anniversary of his relocation to the Novi, Michigan area, the Employee agrees to pay back the Relocation Assistance to the Company immediately upon termination.

4.6 Management Incentive Plan. The Employee shall be eligible to participate in the Tower Automotive Management, LLC 2007 Management Incentive Plan (the “MIP”). Employee’s participation in the MIP and rights thereunder shall be subject to the terms of the MIP and any applicable grant or other agreements under the MIP as determined by the Board or committee thereof. Subject to the Employee’s execution of the Unit Award Agreement attached hereto as Exhibit A, the Employee shall be awarded the number of Nonvoting Units of Tower Automotive Management, LLC pursuant to the MIP set forth in such Unit Award Agreement, and the terms and conditions of such Nonvoting Units shall be subject to the terms of the MIP and such Unit Award Agreement.

5. Termination of Employment.

5.1 By the Company for Cause or by the Employee Without Good Reason If: (i) the Company terminates the Employee’s employment with the Company for Cause; or (ii) the Employee terminates his employment with the Company without Good Reason (as defined below), provided that the Employee shall be required to give the Company at least sixty (60) days prior written notice of such termination (subject to the Company’s right to accept Employee’s notice of termination and to accelerate such notice and make the Employee’s termination effective immediately, or on any other date prior to Employee’s intended last day of work as the Company deems appropriate, which acceleration shall in no event be deemed a termination by the Company without Cause), then the Employee shall be entitled to receive, and the Company’s sole obligation under this Agreement or otherwise shall be to pay or provide to the Employee, the following (collectively, the “Accrued Benefits”):

(a) the Employee’s earned, but unpaid, Base Salary through the effective date of termination (payable in accordance with Section 4.1 of this Agreement) and any amounts or benefits (if any) that are vested amounts or vested benefits or that the Employee is otherwise entitled to receive under the express provision of any plan, program, policy or practice on the effective date of termination (excluding, without limitation, severance pay plans (if any) and any amounts or benefits that are forfeited in the event of a termination for Cause, termination by the Employee for any reason or no reason or other termination in accordance with the terms of the applicable plan, programs, policy, or practice), which amounts and/or benefits shall be payable or provided in accordance with the terms of such plan, program policy, or practice;

(b) any Annual Bonus (or portion thereof), if any, relating to the calendar year prior to the calendar year in which the effective date of the Employee’s

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termination occurs that was earned on the applicable Annual Bonus Approval Date, but unpaid, as of the date of termination, which unpaid Annual Bonus (or portion thereof) shall be payable within thirty (30) days of the date of termination; and

(c) expenses reimbursable under Section 4.4 of this Agreement incurred, but not yet reimbursed to the Employee, to the date of termination.

For the purposes of this Agreement, “Cause” means, as determined by a majority of the Board and/or the CEO, in the Board’s and/or the CEO’s reasonable business judgment acting in good faith and engaging in fair dealing with the Employee, with respect to conduct during the Employee’s employment with the Company, whether or not committed during the Term: (i) commission of a felony by the Employee; (ii) acts of dishonesty by the Employee resulting or intending to result in personal gain or enrichment at the expense of any member of the Company Group or any of their respective Affiliates; (iii) the Employee’s appropriation (or attempted appropriation) of any business opportunity of any member of the Company Group or any of their respective Affiliates, including, without limitation, attempting to secure or securing any personal profit or benefit in connection with any transaction entered into by or on behalf of any member of the Company Group or any of their respective Affiliates; (iv) the Employee’s material breach of any of his duties, representations, warranties, covenants or other obligations under this Agreement; (v) conduct by the Employee in connection with his duties hereunder that is fraudulent or grossly negligent or that the Employee knew or reasonably should have known to be unlawful, provided that any action taken by the Employee on the advice of the Company’s General Counsel (or his/her designee) shall not be treated as unlawful for purposes of this clause (v); (vi) engaging in personal conduct by the Employee (including but not limited to, employee harassment or discrimination, or the use or possession at work of any illegal controlled substance) which seriously discredits or damages any member of the Company Group or any of their respective Affiliates; (vii) contravention of specific lawful direction of the Board and/or CEO, failure to adhere to any applicable policy or procedure of the Company of which the Employee has knowledge or which has been provided to the Employee in writing, or inattention to or failure to attempt, in good faith, to perform the material duties to be performed by the Employee under the terms of this Agreement; or (viii) breach of the Employee’s covenants set forth in Section 6 of this Agreement before termination of employment; provided, that, with respect to clauses (iv) and (vii) only, the Employee shall have thirty (30) days after notice from the Company, which notice shall set forth in reasonable detail a description of the deficiency determined by the Board and/or CEO to constitute Cause, to cure the deficiency leading to the Cause determination, if curable. A termination for “Cause” shall be effective immediately (or on such other date set forth by the Company).

For the purposes of this Agreement, “Good Reason” means, without the Employee’s consent, (i) a material adverse reduction in Employee’s authority, responsibilities or duties as Senior Vice President Human Resources of the Company; or (ii) the Company’s material breach of the Agreement; provided that a suspension of the Employee and the requirement that the Employee not report to work shall not constitute “Good Reason” if the Employee continues to receive the compensation and benefits required by this Agreement.

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Employee shall be deemed to have consented to any act or event that would otherwise give rise to “Good Reason,” unless Employee provides written notice to the Company specifying the act or event within thirty (30) days following the occurrence of such act or event. The Company shall have thirty (30) days after receipt of notice from the Employee specifying the act or event otherwise constituting Good Reason to cure the act of event that otherwise would constitute Good Reason.

5.2 By the Company Without Cause or By the Employee for Good Reason or Due to Death or Disability or Expiration of the Term. If: (i) the Employee’s employment terminates due to his death; (ii) the Company terminates the Employee’s employment without Cause (which may be done at any time with or without prior notice); (iii) the Company terminates the Employee’s employment due to the Employee’s Disability (as defined below); (iv) the Employee terminates his employment for Good Reason, upon at least thirty (30) days prior written notice and opportunity to cure; or (v) the employment relationship hereunder is terminated as a result of the expiration of the Term (arising out of the Company’s determination not to deliver an Extension Notice and regardless of whether the expiration of the Term occurs at the end of the Initial Term or an Additional Term), then the Employee (or, in the event of the Employee’s death or incapacity, the Employee’s legal representative) shall be entitled to receive, and the Company’s sole obligation under this Agreement or otherwise shall be to pay or provide:

(a) the Accrued Benefits; and

(b) subject to the Employee’s (or, in the event of the Employee’s death or incapacity, the Employee’s legal representative’s) execution, delivery and non-revocation of a general release in a form satisfactory to the Company (the “Release”), which Release, among other things, shall include a general release of the members of the Company Group, each of their respective direct and indirect parent entities and direct and indirect subsidiaries and each their respective Affiliates, and each of their respective officers, directors, employees, shareholders, members, managers, partners, plan administrators, and agents, as well as the predecessors, past and future successors and assigns or estates of any of the foregoing, from all liability; provided, however, the Release will preserve the Employee’s rights, if any, (i) to indemnification under the Company’s operating agreement (as amended from time to time), applicable law or otherwise and coverage under the Company’s Directors and Officers liability insurance policies for any claims arising out of or relating to the Employee’s employment with the Company, (ii) to the Accrued Benefits, (iii) under COBRA, and (iv) under any provisions of this Agreement that are intended to survive the termination of this Agreement and the Employee’s employment hereunder (including, without limitation, the Company’s obligations under this Section 5.2):

(i) an amount (the “Severance Amount”) equal to:

(A) if the effective date of termination occurs prior to the expiration of the Initial Term, an amount equal to the larger of (X) the cumulative Base Salary payments that Employee would have received for the remainder of the Initial term (determined based on the rate of Base Salary in effect as of the effective date of termination) or (Y) one times the Employee’s annualized rate of Base Salary (determined based on the rate of Base Salary in effect as of the effective date of termination); or

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(B) if the effective date of termination occurs on the last day of the Initial Term or during an Additional Term, one times the Employee’s annualized rate of Base Salary (determined based on the rate of Base Salary in effect as of the effective date of termination).

The Severance Amount, less standard income and payroll tax withholding and other authorized deductions, shall be payable in twelve (12) equal monthly installments, commencing within seventy-five (75) days following the Employee’s date of termination, but not later than March 15 of the year following the year in which the Employee’s date of termination occurs; provided, however, that payment of the Severance Amount shall not commence unless the Release is executed and delivered to the Company and has not been revoked. Each installment of the Severance Amount shall be treated as a separate payment for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (collectively, the “Code”); and

(ii) if the Employee (or, if eligible for continuation coverage under the terms of such plans and applicable law, the Employee’s legal representatives) elects continuing group coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall waive the cost of such coverage to the extent that such cost exceeds the cost that the Company charges active employees for similar coverage until the earlier of (x) the first twelve (12) months of COBRA coverage (the “Subsidized COBRA Coverage Period), or (y) the date that the Employee (or the Employee’s legal representatives, if applicable) are covered under another group health plan, subject to the terms of the plans and applicable law; provided, however, if the effective date of termination occurs prior to the date that the Initial Term would have expired, then the Subsidized COBRA Coverage Period will be equal to the greater of (X) twelve (12) full calendar months or (Y) the number of full calendar months from the effective date of termination to the expiration of the Initial Term (e.g., if the effective date of termination is sixteen (16) full calendar months prior to the date that the Initial Term would have expired, the Subsidized COBRA Coverage Period shall be equal to the first sixteen (16) months of COBRA coverage).

The Company shall have no obligation to provide the payments and benefits (other than Accrued Benefits) set forth above in the event that Employee breaches the provisions of Section 6 of this Agreement.

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For the purposes of this Agreement, “Disability” means a determination by the Company in accordance with applicable law that, as a result of a physical or mental injury or illness, the Employee is unable to perform the essential functions of his job (with or without reasonable accommodation) for a period of (i) ninety (90) consecutive days, or (ii) one hundred twenty (12) days in any twelve (12) month period.

5.3 No Mitigation; No Offset. The Employee shall be under no obligation to seek other employment after his termination of employment with the Company and the obligations of the Company to the Employee which arise upon the termination of his employment pursuant to this Section 5 shall not be subject to mitigation or offset.

5.4 Removal from any Boards and Position. If the Employee’s employment is terminated for any reason under this Agreement, he shall be deemed to resign (i) if a member, from the board of directors of any member of the Company Group or any other board to which he has been appointed or nominated by, or on behalf of the Company, or any other member of the Company Group, and (ii) from any position with any member of the Company Group, including but not limited to, as an officer of any member of the Company Group; provided, however, the Employee agrees to take all further actions that are deemed reasonably necessary by the Company to effectuate or evidence such resignations.

6. Restrictions and Obligations of the Employee.

6.1 Confidentiality. (a) During the course of the Employee’s employment by the Company (prior to and during the Term) or otherwise, the Employee has had and will have access to certain trade secrets and confidential information relating to the Company and its Affiliates, its and their respective direct and indirect parent entities and direct and indirect subsidiaries and each of their respective Affiliates, as well as their respective predecessors, successors and assigns (collectively, the “Protected Parties”) which is not readily available from sources outside the Protected Parties. The confidential and proprietary information and trade secrets of the Protected Parties are among their most valuable assets, including but not limited to, their customer, supplier and vendor lists, databases, competitive strategies, computer programs, frameworks, or models, their marketing programs, their sales, financial, marketing, training and technical information, their product development (and proprietary product data) and any other information, whether communicated orally, electronically, in writing or in other tangible forms concerning how the Protected Parties create, develop, acquire or maintain their products and marketing plans, target their potential customers and operate their businesses. The Protected Parties invested, and continue to invest, considerable amounts of time and money in their process, technology, know-how, obtaining and developing the goodwill of their customers, their other external relationships, their data systems and databases, and all the information described above (hereinafter collectively referred to as “Confidential Information”), and any misappropriation or unauthorized disclosure of Confidential Information in any form would irreparably harm the Protected Parties. The Employee acknowledges that such Confidential Information constitutes valuable, highly confidential, special and unique property of the Protected Parties. The Employee shall hold in a fiduciary capacity for the benefit of the Protected Parties all Confidential Information relating to

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the Protected Parties and their businesses, which shall have been obtained by the Employee during the Employee’s employment by the Company or its Affiliates or otherwise and which shall not be or become public knowledge (other than by acts by the Employee or representatives of the Employee in violation of this Agreement). Except in connection with the performance of his duties hereunder or as required by law or an order of a court or governmental agency with jurisdiction, the Employee shall not, during the period the Employee is employed by the Company or its Affiliates or at any time thereafter, disclose any Confidential Information, directly or indirectly, to any person or entity for any reason or purpose whatsoever, nor shall the Employee use it in any way, except in the course of the Employee’s employment with, and for the benefit of, the Protected Parties or to enforce any rights or defend any claims hereunder or under any other agreement to which the Employee is a party, provided that such disclosure is relevant to the enforcement of such rights or defense of such claims and is only disclosed to the extent necessary in the formal proceedings related thereto. The Employee shall take all reasonable steps to safeguard the Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. The Employee understands and agrees that the Employee shall acquire no rights to any such Confidential Information.

(b) All files, records, documents, drawings, specifications, data, computer programs, evaluation mechanisms and analytics and similar items relating thereto or to the Business (for the purposes of this Agreement, “Business” shall be as defined in Section 6.3 hereof), as well as all customer lists, specific customer information, compilations of product research and marketing techniques of the Protected Parties, whether prepared by the Employee or otherwise coming into the Employee’s possession, shall remain the exclusive property of the Company or other Protected Parties, as applicable, and the Employee shall not remove any such items from the premises of the Company or other Protected Parties, except in furtherance of the Employee’s duties under this Agreement.

(c) It is understood that while employed by the Company or any of its Affiliates, the Employee will promptly disclose to the Company and to no one else, any idea, invention, technique, modification, process, or improvement (whether patentable or not), any industrial design (whether registrable or not), any mask work, however fixed or encoded, that is suitable to be fixed, embedded or programmed in a product (whether recordable or not) and any work of authorship (whether or not copyright protection may be obtained for it) created, conceived, or developed by the Employee or the Employee’s Affiliate (collectively, the “Inventions”), either solely or in conjunction with others, during Employee’s employment with the Company or any of its Affiliates, that relates in any way to, or is useful in any manner to, the business then being conducted or proposed to be conducted by any member of the Company Group or any of their respective Affiliates and any such item created by the Employee or the Employee’s Affiliate, either solely or in conjunction with others, that is based upon or uses Confidential Information. Employee agrees that (i) each Invention belongs, or shall belong, exclusively to the Company from conception, (ii) all of the Employee’s writings, works of authorship, specially commissioned works, and other Inventions are works made for hire and are the exclusive property of the Company, including any copyrights, patents, or other intellectual property rights pertaining thereto, and (iii) if it is determined that any such Inventions are not

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works made for hire, the Employee hereby irrevocably assigns to the Company all of the Employee’s right, title and interest, including rights of copyright, patent, and other intellectual property rights, to or in such Inventions. The Employee covenants that the Employee shall promptly (i) provide a separate written irrevocable assignment to the Company, or to an individual or entity designated by the Company, at the Company’s request and without additional compensation, all of the Employee’s right to any Inventions in the United States and all foreign jurisdictions, (ii) at the Company’s expense, execute and deliver to the Company such applications, assignments, and other documents as the Company may request in order to apply for and obtain patents or other registrations with respect to any Invention in the United States and any foreign jurisdictions, (iii) at the Company’s expense, execute and deliver all other papers deemed necessary by the Company to carry out the above obligations, and (iv) give testimony and render any other assistance in support of the Company’s rights to any Invention (with the Company paying the Employee a reasonable fee for the Employee’s time if the Employee’s employment with the Company or any of its Affiliates has ended at the time of such testimony or assistance). In the event that the Company is unable to secure the Employee’s signature after reasonable effort in connection with any patent, trademark, copyright or other similar protection relation to an Invention, the Employee irrevocably designates and appoints the Company and its respective officers and agents as the Employee’s agent and attorney-in-fact, to act for and on the Employee’s behalf and stead to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of patents, trademarks, copyrights or similar protection thereon with the same legal force and effect as if executed by the Employee. At all times during and after the Employee’s employment by the Company, the Employee shall assist the Company in obtaining, maintaining, and renewing patent, copyright, trademark and other appropriate protection for any Invention, in the United States and in any foreign jurisdictions, at the Company’s expense.

(d) As requested by the Company, from time to time and upon the termination of the Employee’s employment with the Company for any reason or no reason, the Employee will promptly deliver to the Company all copies and embodiments, in whatever form, of all Confidential Information in the Employee’s possession or within his control (including but not limited to, memoranda, records, notes, plans, photographs, manuals, notebooks, documentation, program listings, flow charts, magnetic media, disks, diskettes, tapes and all other materials containing any Confidential Information) irrespective of the location or form of such material. If requested by the Company, the Employee will provide the Company with written confirmation that all such materials have been delivered to the Company as provided herein.

6.2 Non-Solicitation or Hire. During the Term and for a period of twelve (12) months following the termination of the Employee’s employment for any reason or no reason (the “Non-Solicit Period”), the Employee shall not, directly or indirectly, solicit or attempt to solicit or induce or attempt to induce, directly or indirectly, (a) any individual or entity who or which is a customer of the Company or any of the other Protected Parties, or who or which was a customer of the Company or any of the other Protected Parties at any time during the twelve (12) month period immediately prior to the date the Employee’s employment

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terminates, for the purpose of marketing, selling or providing to any such individual or entity any services or products offered by or available from the Company or any of the other Protected Parties (provided that if the Employee intends to solicit any such party for any other purpose, he shall notify the Company of such intention and receive prior written approval from the Company), (b) any supplier to or customer or client of the Company or any of the other Protected Parties to terminate, reduce or alter negatively its relationship with the Company or any of the other Protected Parties or in any manner interfere with any agreement or contract between the Company and/or any of the other Protected Parties and such supplier, customer or client, or (c) any employee or agent of the Company or any of the other Protected Parties or any individual or entity who or which was an employee or agent of the Company or any of the other Protected Parties during the twelve (12) month period immediately prior to the date the Employee’s employment terminates, to terminate such individual’s or entity’s employment relationship with, or engagement to perform services for, the Protected Parties in order, in either case, to enter into a similar relationship with the Employee, or any other person or entity in competition with the Business of the Company or any of the other Protected Parties. Employee further agrees that, during the Non-Solicit Period, he shall not, directly or indirectly, (a) hire or engage (or assist in the hiring or engaging of) any employee or agent of the Company or any of the other Protected Parties or any individual or entity who or which was an employee or agent of the Company or any of the other Protected Parties during the twelve (12) month period immediately prior to the date the Employee’s employment terminates to enter into a similar relationship with the Employee or any other person or entity in competition with the Business of the Company or any of the other Protected Parties, (b) solicit, divert with the intention to take away, or attempt to divert with the intention to take away, any investment opportunity considered by Employer or any other Protected Party, or (c) interfere with, disrupt, or attempt to interfere with or disrupt, or assist others to disrupt or interfere with, the relationship, contractual or otherwise, between the Company or of the other Protected Parties and any of their respective customers, clients, accounts, investors, suppliers, lessors, consultants, independent contractors, agents, or employees.

6.3 Non-Competition. During the Term and for a period of twelve (12) months following the termination of the Employee’s employment by the Company or any of its Affiliates (for any reason or no reason) (the “Non-Compete Period”), the Employee shall not, directly or indirectly, whether individually, as a director, manager, member, shareholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of the Company or its Affiliates, organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to be used by, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or business organization), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which engages or proposes to engage in (a) the sale, distribution, manufacturing and/or design of structural metal components and assemblies for the automotive industry, or (b) any other business conducted by the Company or any other member of the Company Group on the date of the Employee’s termination of employment or within twelve (12) months of the Employee’s termination of employment in the geographic locations where the Company and/or the other members of the Company Group

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engage or propose to engage in such business (the “Business”). Notwithstanding the foregoing, nothing in this Agreement shall prevent the Employee from owning for passive investment purposes not intended to circumvent this Agreement, less than five percent (5%) of the publicly traded common equity securities of any company engaged in the Business (so long as the Employee has no power to manage, operate, advise, consult with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Employee in connection with any permissible equity ownership).

6.4 Nondisparagement. The Employee agrees that he will not at any time (whether during or after the Term) publish or communicate to any person or entity any Disparaging (as defined below) remarks, comments or statements concerning the Company, any of the other Protected Parties or any of their present or former respective members, partners, directors, officers, shareholders, employees, agents, attorneys, successors and assigns. “Disparaging” remarks, comments or statements are those that impugn the character, honesty, integrity or morality or business acumen or abilities in connection with any aspect of the operation of business of the individual or entity being disparaged.

6.5 Property. The Employee acknowledges that all originals and copies of materials, records and documents generated by him or coming into his possession or control during his employment by the Company or its Affiliates are the sole property of the Company and/or the other Protected Parties, as applicable (“Company Property”). During the Term, and at all times thereafter, the Employee shall not remove, or cause to be removed, from the premises of the Company or any of the other Protected Parties, copies of any record, file, memorandum, document, computer related information or equipment, or any other item relating to the business of the Company or any of the other Protected Parties, except in furtherance of his duties under the Agreement. When the Employee’s employment with the Company terminates, or upon request of the Company at any time, the Employee shall promptly deliver to the Company all copies of Company Property in his possession or control.

6.6 Remedies; Specific Performance; Calculation of Time Period. The Parties acknowledge and agree that the Employee’s breach or threatened breach of any of the restrictions set forth this Section 6 will result in irreparable and continuing damage to the Protected Parties for which there may be no adequate remedy at law and that the Protected Parties shall be entitled to equitable relief, including specific performance and temporary, preliminary and permanent injunctive relief (without being obligated to post a bond or other collateral) and to an equitable accounting of all earnings, profits and other benefits arising, directly or indirectly, from such violation, as remedies for any such breach or threatened or attempted breach. The Employee hereby consents to the grant of an injunction (temporary or otherwise) against the Employee or the entry of any other court order against the Employee prohibiting and enjoining him from violating, or directing him to comply with, any provision of this Section 6. The Employee also agrees that such remedies shall be in addition to any and all remedies, including damages, available to the Protected Parties against him for such breaches or threatened or attempted breaches. In addition, without limiting the Protected Parties’ remedies

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for any breach of any restriction on the Employee set forth in this Section 6, except as required by law, the Employee shall not be entitled to any payments set forth in Section 5.2 of this Agreement hereof if the Employee has breached the covenants applicable to the Employee contained in this Section 6, the Employee will immediately return to the Company any such payments previously received under Section 5.2 of this Agreement upon such a breach, and, in the event of such breach, the Company will have no obligation to pay any of the amounts that remain payable by the Company under Section 5.2 of this Agreement. Employee also agrees that, without limiting the Protected Parties’ remedies for any breach or threatened breach of his obligations under this Section 6, Employee shall be responsible for payment (up to a maximum amount of $100,000 in the aggregate) of the attorneys’ and experts’ fees and expenses of the Protected Parties, as well as court or other forum costs, pertaining to any suit, arbitration, mediation, action or other proceeding (including the costs of any investigation related thereto) arising directly or indirectly out of the Employee’s violation or threatened violation of any of the provisions of this Section 6. Further, without limiting the Protected Parties’ remedies for any breach of any restriction on the Employee set forth in this Section 6, Employee agrees that if he breaches any of restrictions set forth in Section 6.2 or 6.3 of this Agreement, the running of the time period of such provision(s) shall be extended from the end of the original Non-Solicitation Period or Non-Compete Period, as applicable, for the period of time the Employee was in breach of the provision(s).

7. Other Provisions.

7.1 Notices. Any notice or other communication required or which may be given hereunder shall be in writing and shall be delivered personally, telegraphed, telexed, or sent by certified, registered or express mail, postage prepaid or overnight mail and shall be deemed given when so delivered personally, telegraphed, telexed, or, if mailed, four (4) days after the date of mailing or one (1) day after overnight mail, as follows:

(a) If the Company, to:

Tower Automotive Operations USA I, LLC

27175 Haggerty Road

Novi, Michigan 48377

Attention:      Chief Executive Officer

With copies to (which shall not constitute notice):

Cerberus Capital Management, L.P.

299 Park Avenue

New York, New York 10171

Attention:      Mark A. Neporent, Senior Managing Director

Telephone:    (212) 891-2100

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And

Lowenstein Sandler PC

1251 Avenue of the Americas

New York, New York 10020

Attention:      Robert G. Minion, Esq.

(b) If the Employee, to the Employee’s home address reflected in the Company’s records.

7.2 Entire Agreement. This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, written or oral, with respect thereto.

7.3 Representations and Warranties by Employee; Reimbursement of Fees. The Employee represents and warrants to the Company that: (a) he has the legal authority to execute and perform this Agreement; (b) this Agreement is a valid and binding agreement enforceable against him according to its terms; (c) he has consulted his attorneys and financial advisors with respect to the terms of this Agreement (specifically, including, without limitation, the provisions of Sections 6.2 and 6.3 of this Agreement); and (d) he is not a party to or subject to any restrictive covenants, legal restrictions or other agreements in favor of any entity or person which would in any way preclude, inhibit, impair or limit the Employee’s ability to perform his obligations under this Agreement, including but not limited to, non-competition agreements, non-solicitation agreements or confidentiality agreements. The Employee shall not disclose to the Company or to any of the other Protected Parties, or induce the Company or any of the other Protected Parties to use, any proprietary, secret, or confidential information or material belonging to any other individual or entity, including, without limitation, any former employers. The Company agrees to reimburse the Employee for the reasonable attorneys and financial advisor fees (up to an aggregate amount not to exceed $10,000) that the Employee actually incurs in connection with the preparation and negotiation of this Agreement, which reimbursement will be made within thirty (30) days following the later of (i) the Commencement Date, and (ii) the Employee’s presentation to the Company of paid invoices substantiating such fees. The Employee agrees to submit the invoices referred to in the preceding sentence within 30 days of the date that such invoices are paid by the Employee.

7.4 Waiver and Amendments. This Agreement may be amended, modified, superseded, canceled, renewed or extended, and the terms and conditions hereof may be waived, only by a written instrument signed by the Parties or, in the case of a waiver, by the Party waiving compliance. No delay on the part of any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any right, power or privilege hereunder, nor any single or partial exercise of any right, power or privilege hereunder, preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

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7.5 Governing Law, Dispute Resolution and Venue.

(a) Any and all actions or controversies arising out of this Agreement or the termination thereof, including, without limitation, tort claims, shall be governed and construed in accordance with the laws of the State of New York applicable to agreements made and not to be performed entirely within such state, without regard to conflict of laws principles.

(b) The Parties agree irrevocably to submit to the exclusive jurisdiction of the federal courts or, if no federal jurisdiction exists, the state courts, located in the City of New York, Borough of Manhattan, for the purposes of any suit, action or other proceeding brought by any Party arising out of any breach of any of the provisions of this Agreement and hereby waive, and agree not to assert by way of motion, as a defense or otherwise, in any such suit, action, or proceeding, any claim that it is not personally subject to the jurisdiction of the above-named courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper, or that the provisions of this Agreement may not be enforced in or by such courts. IN ADDITION, THE PARTIES IRREVOCABLY WAIVE ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY SUCH ACTIONS OR CONTROVERSIES AND REPRESENT THAT SUCH PARTY HAS CONSULTED WITH COUNSEL SPECIFICALLY WITH RESPECT TO THIS WAIVER.

7.6 Benefit of Agreement; Delegation of Duties Prohibited. This Agreement shall inure to the benefit of, and shall be binding upon, the Parties and their respective successors, assigns, heirs, and legal representatives, including any entity with which the Company may merge or consolidate or to which all or substantially all of its assets may be transferred. This Agreement also shall inure to the benefit of the Protected Parties, as well as their respective successors and assigns, including any entity with which any Protected Party may merge or consolidate or to which all or substantially all of its or their assets may be transferred. The duties and covenants of the Employee under this Agreement, being personal, may not be delegated.

7.7 Counterparts. This Agreement may be executed in counterparts and by facsimile, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

7.8 Headings; Construction. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning of terms contained herein. All references to “Section” or “Sections” refer to the corresponding Section or Sections of this Agreement unless otherwise specified. All words used in this Agreement shall be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the work “including” does not limit the preceding words or terms. Given the full and fair opportunity provided to each Party to consult with their respective counsel with respect to the terms of this Agreement, ambiguities shall not be construed against either Party by virtue of such Party having drafted the subject provision.

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7.9 Severability. If any term, provision, covenant or restriction of this Agreement, or any part thereof, is held by a court of competent jurisdiction of any foreign, federal, state, county or local government or any other governmental, regulatory or administrative agency or authority to be invalid, void, unenforceable or against public policy for any reason, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected or impaired or invalidated. The Employee acknowledges that the restrictive covenants contained in Section 6 are a condition of this Agreement and are reasonable and valid in temporal scope and in all other respects.

7.10 Judicial Modification. If any court of competent jurisdiction determines that any of the covenants in Section 6 of this Agreement, or any part of any of them, is invalid or unenforceable, the remainder of such covenants and parts thereof shall not thereby be affected and shall be given full effect, without regard to the invalid portion. If any court of competent jurisdiction determines that any of such covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall reduce such scope to the minimum extent necessary to make such covenants valid and enforceable.

7.11 Compliance with Law. This Agreement is intended to comply with the requirements of Section 409A of the Code and the regulations promulgated thereunder. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments under Sections 4 and 5 of this Agreement shall comply with Section 409A. Notwithstanding anything contained in the Agreement to the contrary, if necessary to comply with the restriction in Section 409A(a)(2)(B) of the Code concerning payments to “specified employees”, any payment on account of the Employee’s separation from service that would otherwise be due hereunder within six months after such separation shall nonetheless be delayed until the first business day of the seventh month following the Employee’s separation from service. In addition, notwithstanding anything contained herein to the contrary, the Employee shall not be considered to have terminated employment with the Company for purposes of causing any amount due under Section 5.2 to be made unless the Employee would be considered to have incurred a “termination of employment” from the Company within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii).

7.12 Tax Withholding. The Company or other payor is authorized to withhold from any benefit provided or payment due hereunder, the amount of withholding taxes due any federal, state or local authority in respect of such benefit or payment and to take such other action as may be necessary in the opinion of the Board to satisfy all obligations for the payment of such withholding taxes.

7.13 Notice of New Employment or Engagement. The Employee shall, during the Non-Compete Period and Non-Solicit Period, give written notice to the Company, within ten (10) calendar days after accepting any employment or other engagement to perform services, of the identity of the individual or entity by whom or which the Employee has been employed or engaged. The Company may notify such individual or entity that the Employee is bound by this Agreement and, at the Company’s election, furnish such individual or entity with a copy or summary of this Agreement (in whole or in part).

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7.14 Indemnification. The Company will indemnify and hold the Employee harmless, to the extent permitted by the Company’s operating agreement, against all liability, expense or loss (including reasonable attorney’s fees and penalties) incurred by the Employee by reason of the fact that the Employee is an officer of the Company acting within the scope of the Employee’s duties and authorities.

7.15 Survival. The provisions of Sections 5, 6, and 7 of this Agreement shall survive the termination of this Agreement and the employment relationship hereunder.

[signatures follow on the next page]

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IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have executed this Agreement as of the day and year first above mentioned.

EMPLOYEE:
/s/ William R. Cook
William R. Cook
TOWER AUTOMOTIVE OPERATIONS USA I, LLC
By:	/s/ Mark M. Malcolm
	Mark M. Malcolm
	President and Chief Executive Officer

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EX-10.29

Exhibit 10.29

EMPLOYMENT AGREEMENT

dated 15th February, 2000

between

DR. MELEGHY GESELLSCHAFT MIT BESCHRÄNKTER HAFTUNG

and

DR. GYULA DE MELEGHY JR.

THIS AGREEMENT is made on 15th February, 2000 BETWEEN:

(1) DR. MELEGHY GESELLSCHAFT MIT BESCHRÄNKTER HAFTUNG, of Bergisch Gladbach (the “Company”);

(2) DR. GYULA DE MELEGHY JR. (the “Managing Director”).

WHEREAS:

It is contemplated to appoint Dr. de Meleghy Jr. as managing director of the Company.

The purpose of this Employment agreement is to set out the rights and obligations between the Company and the Managing Director.

IT IS AGREED as follows:

1. TERM

(1) Dr, de Meleghy is engaged in the activity as managing director (Geschäftsführer) of the Company.

(2) This Employment agreement shall be effective from 1st February, 2000.

2. LEGAL POSITION

(1) As managing director, Dr. de Meleghy Jr. will direct the Company’s affairs and represent the Company according to its Articles of Association as amended from time to time.

(2) The Company may appoint further managing directors. All managing directors together form the management board (Gesamtgeschäftsführung). The shareholders determine the allocation of duties among the managing directors from time to time.

(3) The Managing Director shall conduct the business of the Company and carry out his duties within the limits of and in accordance with

• applicable provisions of law;

• the Articles of Association of the Company;

• shareholders’ resolutions of the Company;

• the Company rules and regulations for management (if any); and

• this Employment agreement.

3. DUTIES

(1) The Managing Director shall primarily be responsible for the sales, finances and controlling of the entire Meleghy Croup and/or such duties as may be specified by the shareholders from time to time.

(2) The Managing Director shall further be responsible for the management of the tool manufacturing division. In this function, he shall be responsible for the entire organisation, personnel management, production, engineering and sales with regard to his division.

In both functions the Managing Director shall respect the outline provisions (investment, personnel and finance plans) decided upon by the shareholders as well as the rules of procedure for management (Geschäftsordnung).

(3) The Managing Director’ may appoint and dismiss the lower level management personnel in co-ordination with the other member(s) of the management board.

(4) The Managing Director may regularly inform the management board of any material decisions and measures taken by him insofar as his decisions are not already subject to prior consent of the management board.

(5) The Managing Director shall dedicate his full working capacity, professional know-ledge and experience exclusively to the Company and shall respect and use his best endeavours to achieve the economic targets of the Company and its affiliates as defined by the management board. The Company is entitled to request of the Managing Director to serve in such other comparable capacity as the Company may from time to time reasonably require.

(6) The Managing Director shall in all his actions seek to protect in every possible manner the best interests of the Company and its affiliates in every respect.

4. BASE SALARY

(1) The Managing Director shall receive as consideration for his services an annual gross base salary amounting to DM 300,000 (Deutsche Mark three hundred thousand) payable in twelve equal installments at the end of each calendar month after the deductions, required by applicable law.

(2) The salary pursuant to Clause 4 (1) shall include any overtime work, work on Saturdays and Sundays and public holidays and holiday allowance. The Managing Director is obliged to work even beyond the usual business working hours if this is required by the commercial interests of the Company.

(3) The salary shall be reviewed in reasonable intervals and adjusted, if appropriate, based on adequacy of performance.

5. OTHER REMUNERATION AND BENEFITS

(1) The Managing Director shall receive an incentive compensation not exceeding DM 300,000, as defined in annex A.

(2) The Managing Director shall be eligible to participate in the employee stock option plan of Tower Automotive Inc in accordance with the stock option plan set forth in annex B.

(3) The Company shall pay the Managing Director’s contributions to health insurance, statutory pension insurance, unemployment insurance and nursing care insurance

3

(Pflegeversicherung) to the extent required by law. Should the Managing Director be exempted from his obligation to join a statutory health insurance scheme, the Company shall reimburse him for 50% of his contributions to his private health insurance, up to a maximum amount of 50% of the contribution payable to the statutory health insurance.

(4) The Managing Director shall be covered by the group accident insurance of the Company which is strictly personal and amounts to DM. 1,000,000 in case of death and DM 2,000,000 in case of disability.

(5) The Managing Director is entitled to receive the Company’s contribution to a tax-exempt savings plan (Vermögenswirksame Leistungen) in accordance with applicable law provided that he has concluded a contract to that effect.

6. EXPENSES/COMPANY CAR

(1) The Company shall reimburse the Managing Director (on production of such evidence as it may reasonably require) for itemised travel and other expenses properly and reasonably incurred by him on behalf of the Company pursuant to the expense reimbursement rules of the Company.

(2) Throughout the duration of this Employment agreement the Managing Director will be entitled to a company car of his choice (purchase price/leasing rate of up to DM 2,000) which may also be used for private purposes. The cost for the operation of the car shall be borne by the Company except for those operation costs relating to the private use of the car exceeding a reasonable extent.

(3) The car shall be fuelled free of charge at a petrol station determined by the company.

(4) The monetary advantage of the private use of the car is taxable income under prevailing German law; the Company shall deduct the relevant income tax from the installments payable pursuant to Clause 4 (1).

(5) The Managing Director shall take good care of the car and shall observe the terms and conditions of the insurance policy relating to it. The Managing Director shall inform the Company immediately if he is disqualified from holding a driving licence.

(6) The company car shall be returned the Company upon the termination of this Employment agreement or upon the release of the Managing Director from his duties pursuant to Clause 12 (5) of this Employment agreement. In such case, the right to the private use of the company car ceases immediately without compensation- There is no right of retention.

7. CONTINUED PAYMENT OF SALARY IN CASE OF ILLNESS AND DEATH

(1) If the Managing Director is temporarily unable to work due to illness or any other reason for which he is not responsible, the Company shall, subject to a deduction in the amount received by the Managing Director under his medical insurance after six weeks of illness, continue to pay the salary set out in Clause 4 for the duration of such inability up to three calendar months or until the termination of this Employment agreement, whichever event is earlier.

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(2) Should the Managing Director decease during the term of this Employment agreement, his surviving dependants (widow and children below 25 years of age who have not finished their professional education) shall as joint creditors receive the full salary set out in Clause 4 for the month in which the death occurs and the three following months.

(3) The Managing Director and/or his surviving dependants shall disclose any payments received from insurance companies and/or social security carriers in respect of the events referred to in this Clause 7.

8. VACATION

(1) The Managing Director is entitled to an annual vacation of 30 (thirty) working days. Working days are all calendar days except Saturdays, Sundays and public holidays at the location of the Company’s office where the Managing Director is employed.

(2) The Managing Director shall reasonably in advance agree the timing of his vacation with the other members of the managing board or, if there are none, with the shareholder.

9. CONFIDENTIALITY

(1) The Managing Director is strictly obliged to abstain from disclosing any matters of the Company, its shareholder and its affiliated companies which are not a matter of public record or knowledge. He shall not use any such confidential information, directly or indirectly, for his own benefit or the benefit of third parties. The foregoing obligations shall survive the termination of this Employment agreement.

(2) Upon termination of this Employment agreement or upon release from his functions, the Managing Director shall return to the Company all documents, notes, drafts and data in his possession regarding the business of the Company, its shareholder and its affiliated companies as well as any other property of the Company, its shareholder and affiliated companies. The Managing Director waives any rights of retention which he may have in respect of such items.

10. OUTSIDE ACTIVITIES

(1) The Managing Director shall not, without the prior written consent of the Company, conduct any other trade or business activities, participate in a similar or related enterprise, or assume supervisory board or similar functions for any other company.

(2) Scientific and literary activity of the Managing Director is subject to the prior written consent of the Company if it is related to interests of the Company or to the activity as Managing Director of the Company.

11. RIGHT OF USE AND INVENTIONS

Inventions and organisational methods resulting from the Managing Director’s activities shall be subject to the provisions of the Employee Inventions Act (Gesetz über Arbeitnehmererfindungen).

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12. TERMINATION

(1) This Employment agreement shall run for fixed term until December 31st, 2002 and shall be extended automatically for consecutive 12 months periods unless it is terminated by either party by giving 6 months prior notice, i.e. for the first time of June 30th, 2002, at the latest.

(2) This Employment agreement shall terminate in any event at the end of the month during which the Managing Director turns 65 unless it terminates earlier pursuant to an application for early retirement. If the respective statutory provisions change this shall apply mutatis mutandis for the Employment agreement.

(3) Notice of termination by the Managing Director shall be given in writing to the shareholders of the Company. Notice of termination by the Company shall be given in writing to the Managing Director by the shareholders or, if the termination is based on cause, by any other managing director of the Company.

(4) The Managing Director’s appointment can be revoked by shareholder resolution at any time. Such revocation automatically contains notice of termination of this Employment agreement to the next available termination date. Upon giving notice of termination the Company is entitled to put the Managing Board on garden leave pending the expiration of the remaining term of this Employment agreement.

(5) The right to terminate this Employment agreement for cause shall remain unaffected, For the sake of clarification; the statutory two-week period of limitation shall apply.

13. OBLIGATIONS OF THE MANAGING DIRECTOR FOLLOWING TERMINATION

The Managing Director shall not, without the prior written consent of the Company, for a period of one year following the termination of this Employment agreement either on his own account, or for or jointly with any other person or company, solicit or interfere with or endeavour to entice away from the Company any employee or client front the Company’s established client base having existed during the three-year-period preceding termination.

14. MISCELLANEOUS

(1) This Employment agreement contains the entire agreement between the parties relating to Dr. de Meleghy Jr.’s function and remuneration as managing director. Amendments of and to this Agreement, including this clause, are valid only if made in writing.

(2) The Managing Director shall not directly or indirectly accept any commission, rebate, discount or gratuity, in cash or in kind, from any person who has or is likely to have a business relationship with the Company or any of its affiliates.

(3) Should any provision of this Agreement be or become partly or entirety invalid, the validity of the other provisions shall remain unaffected. In such case the parties shall be obliged to substitute the invalid provision by a valid provision which come as close as possible to the economic effect which was intended by the invalid provision. The same applies should there be gaps in this Agreement.

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(4) Any notice or other document to be served under this Agreement shall, in the case of the Company, be delivered or sent by mail or facsimile process to the Company at its registered office for the time being and, in the case of Dr, de Meleghy Jr., shall be delivered to him or sent by mail or facsimile process to his usual or last known place of residence.

(5) This Contract is subject to the laws of the Federal Republic of Germany.

(6) Place of performance is Bergisch Gladbach (Germany).

Bergisch Gladbach	15.2.00
Place	Date
/s/ DR. MELEGHY GESELLSCHAFT MIT
BESCHRÄNKTER HAFTUNG	/s/ Gyula de. Meleghy Jr.
Company	Dr. Gyula de Meleghy Jr.

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ANNEX A

1. The incentive compensation referred to in clause 5 of the Employment Agreement shall be calculated as follows:

Dr. de Meleghy Jr. shall receive an annual bonus equal to 3% of the bonus-related profits (assessment basis). The assessment basis for the bonus shall be the annual net income shown in the consolidated financial statements of Dr. Meleghy GmbH & Co. KG Werkzeugbau and Presswerk, which shall be determined according to provisions under trade law, and shall be adjusted by certain allocations and deductions.

The assessment basis for the bonus is calculated as follows:

Annual net income according to the audited consolidated financial statements

+/- profits/losses in connection with real property sales

+/- profits/losses in connection with sales of interest

+/- profits/losses relating to shares in silent and atypical silent partnerships, to the extent that they decreased/increased the consolidated result

+/- corporation tax included as expenses/revenues in the annual net income

+-/- material extraordinary expenses/revenues*

+/-- trade tax changes due to corrections of the results

- loss carry-forward after the correction according to the above calculation and to the extent that it was created after the creation of the bonus entitlement

= bonus-related profit

* These allocations and deductions need only be made in case the calculation of the bonus yields unreasonable results, as may be the case in the event of extraordinary depreciation or value adjustments due to preferential tax treatment provisions. In such events, the depreciation/value adjustments must be distributed over an appropriate period of time (life of the relevant goods).

The bonus shall officially be determined by the company’s auditors and shall be limited to a maximum of DM 300,000 p.a. It shall become due upon the adoption of the consolidated financial statements of Dr. Meleghy GmbH & Co. KG Werkzeugbau and Presswerk.

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EX-10.30

Exhibit 10.30

17672 Laurel Pork Drive N

Suite 400E

Livonia, MI 48152

April 6, 2005

Mr. William Pumphrey

Dear Bill,

I am pleased to inform you that on March 31, 2005, the Bankruptcy Court upheld all the cash payments associated with your November 30, 2004 employment offer.

Due to the Chapter 11 filing, the value of the restricted stock will be paid in cash as described in page 4 of letter.

Attached please find a schedule of all payments, along with the final approved court filing.

Sincerely,

/s/ Kathleen Ligocki

Kathleen Ligocki

President & CEO

William Pumphrey

Employment Offer

November 30, 2004

1.	Employer:	Tower Automotive, Inc. 27175 Haggerty Road Novi, Michigan 48377 248.675.6000 248.675.6643 (FAX)
2.	Position:	President, North America
3.	Reports To:	Kathleen Ligocki, President & CEO
4.	Assignment Location:	Novi, Michigan
5.	Base Compensation:	$450,000 annual rate. Compensation is reviewed annually using individual performance and market data factors. Your next salary review will occur in 2005 during the normal cycle of officer salary reviews.
6.	Incentive Compensation:	Tower Automotive annual Performance Incentive Plan •     Individual target as a percent of base pay: 60% •     The plan is based on achievement of company financial and non-financial goals, with a payout potential of 0-200% of individual target, Tower Automotive will compensate you for the 2004-forfeited bonus from your current employer ($200,000 payable in February 2005). Tower Automotive will also provide a sign-on bonus of $100,000 payable one month after your official start date. Additionally, Tower will guarantee 50% ($135,000) of your 2005 target bonus, payable in February of 2006.
7.	Long-Term Incentive:	Long-Term incentives are issued annually at the discretion of the Board of Directors. Long-Term Incentives may consist of individual Performance Cash Award Opportunities for Long-Term financial performance, Stock Options, Restricted Stock and/or Performance Shares. Your Long-Term Incentive Award will be determined by the Board of Directors. Typical annual LTI awards for your role are a combination of Performance Cash target, Stock Options, and/or Restricted Stock valued at approximately $270,000. Your specific award will be determined by market survey data and performance, and is subject to approval by the Board of Directors.

2

		In the years 2005, 2006 and 2007, it is anticipated that as a participant in LT1, you will be receiving awards under the plan. However, at a minimum, the awards will be $115,000 in 05, $135,000 in 06 and $160,000 in 07.
8.	Deferred Income Stock Purchase Plan:	Provides for the tax deferred treatment of up to 100% annual incentive compensation to purchase Tower Automotive Stock. For every three shares purchased under the Plan, one Premium Share is added.
9.	Flexible Perquisite Allowance:	$35,000 annual taxable allowance for vehicle and other perquisite expenses (Club Dues and Financial Planning Assistance) this amount is paid ratably on the regular twice-monthly pay. Mileage for business use is reimbursed at the Car Allowance Plan rate (currently $.21 per mile).
10.	Health and Welfare:	Tower Automotive provides a PPO Medical Plan, Dental Coverage, Life Insurance, Short-Term Disability and Long-Term Disability.
11.	Retirement Plan:	The Retirement plan includes a 401(k) and Non-Qualified Supplemental Executive Retirement Plan which allows up to 100% deferral of a colleague’s base salary and incentive compensation with a Company match up to 9% of base salary and incentive compensation.
12.	Vacation:	Given your level of Role and Responsibilities, we take a flexible approach to vacation time, consistent with our efforts to meet the appropriate balance in our lives. Typical vacation time used for a person at your level is four weeks per year.
13.	Change In Control Agreement:	You will be covered by a Change In Control Agreement that provides for three (3) years of salary, incentive compensation and health benefits in the event there is a qualifying Change In Control of the Company and a termination of your employment under certain conditions. Renewal of Change In Control Agreements is subject to approval of the Board of Directors.

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14.	Salary Continuation:	Officers of Tower Automotive do not receive employment agreements or contracts, other than the Change In Control Agreement. However, if your employment is terminated within the first three years of your employment, you will be entitled to salary continuation equal to one year of base salary and an annual bonus at a 1 times (1 X) pay-out factor, if your employment is terminated other than for “Cause”. After that period, you will be covered by the normal executive salary continuation provisions.
15.	Special Consideration:	In order to provide consideration to you for forfeited equity elements from your previous employer, we will award you 300,000 Restricted Shares under the terms of Tower Automotive’s Long-Term Incentive Plan, with vesting over three years ( 1/3,  1/3,  1/3) from your start date. You will also be awarded 100,000 Non-qualified Stock Options at the closing market price on your start date. The Non-qualified Stock Options will vest 25% over four years on each anniversary of the grant date. In addition, Tower will provide you $200,000 in cash in February of 2005, and $100,000 at the end of years 2006 and 2007 (each of these payments will be payable by July 15th, of the following year. If Tower Automotive commences proceedings under Chapter 11 of the Bankruptcy Code, Tower will seek and advocate the approval and enforcement of this agreement by the courts if any party seeks the rejection of this agreement. Additionally, if proceedings under Chapter 11 commence, Tower will pay you $300,000 in cash on each of the first three anniversaries of your start date, in lieu of the grant of the above referenced 300,000 Restricted Shares. Tower will also pay you in cash (based on the Black-Choals valuation as of 10/1/04) on each of the first four anniversaries of your start date, in lieu of the grant of the above referenced 100,000 Non-qualified Stock Options.

A summary of compensation and benefit plans will be sent to your home via express mail.

If you have any questions in the interim, please contact Sharon Wenzl at 248.675.6253.

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BILL PUMPHREY PAYMENT SCHEDULE

PER NOVEMBER 30, 2004

EMPLOYMENT OFFER

$100,000 Sign-on Bonus	Paid January 2005
$200,000 Payment for Forfeited Bonus from previous employer	Paid April 1, 2005
$135,000 (30%) guarantee of your 2005 Target Bonus, or actual Tower amount if greater	Payable in: August 2005 and January 2006
LTI Offsets
$115,000 Minimum	Year-end 2005
$135,000 Minimum	Year-end 2006
$160,000 Minimum	Year-end 2007
Special Consideration
$200,000	Paid February 2005
$100,000	July 15, 2006
$100,000	July 15, 2007

Stock Offsets

In lieu of restricted stock, Tower will pay you $300,000 in cash on each of your first three anniversaries:

$300,000	1/1/06
$300,000	1/1/07
$300,000	1/1/08

Stock Option Offsets – $41,000 on 1/1/06, 07, 08, 09

Severance

The Court also upheld the severance clause in your employment offer.

CIC

Court upheld your current CIC with one modification:

For the purposes of the Retention Plan and honoring the Change-in-Control severance obligations, “Change-in-Control” shall not mean either the commencement of these restructuring cases or the Company’s emergence from these restructuring cases pursuant to a plan of reorganization. As a further modification to the terms of the CIC Agreements, and as agreed to between the Company and the Creditors Committee, it shall constitute a “Change-in-Control” if any person is or becomes the beneficial owner directly or indirectly, or securities of the Debtors representing more than twenty percent (20%) or more of the combined voting power of the Company’s then outstanding voting securities and that person directs or controls management of the Company or causes any material change in the composition of the Continuing Directors (as defined in the CIC Agreements) of the Company.

17672 Laurel Pork Drive N

Suite 400E

Livonia, MI 48152

November 30, 2004

Mr. William Pumphrey

Dear Bill,

I am pleased to extend an offer to join Tower Automotive’s leadership team as President, North America. As a member of the Enterprise Leadership Team, you will be recommended for appointment as an officer of the Company at the December 2004 Board of Directors’ meeting. Attached are the details of our offer. Please indicate your acceptance by signing and returning the signature page to me. You and I will develop the specific description and objectives for the role.

I am thrilled to welcome you as part of our team and look forward to supporting you as we work together to strengthen our North American Operations and Tower Automotive. You will be a great addition to our enterprise.

Sincerely,

/s/ Kathleen Ligocki

Kathleen Ligocki

President & CEO

Accepted by:

/s/ William Pumphrey	12/12/04
William Pumphrey	Date

Preferred start date: 1/1/2005

William Pumphrey

Employment Offer

November 30, 2004

1.	Employer:	Tower Automotive, Inc. 27175 Haggerty Road Novi, Michigan 48377 248.675.6000 248.675.6643 (FAX)
2.	Position:	President, North America
3.	Reports To:	Kathleen Ligocki, President & CEO
4.	Assignment Location:	Novi, Michigan
5.	Base Compensation:	$450,000 annual rate. Compensation is reviewed annually using individual performance and market data factors. Your next salary review will occur in 2005 during the normal cycle of officer salary reviews.
6.	Incentive Compensation:	Tower Automotive annual Performance Incentive Plan •     Individual target as a percent of base pay: 60% •     The plan is based on achievement of company financial and non-financial goals, with a payout potential of 0-200% of individual target, Tower Automotive will compensate you for the 2004-forfeited bonus from your current employer ($200,000 payable in February 2005). Tower Automotive will also provide a sign-on bonus of $100,000 payable one month after your official start date. Additionally, Tower will guarantee 50% ($135,000) of your 2005 target bonus, payable in February of 2006.
7.	Long-Term Incentive:	Long-Term incentives are issued annually at the discretion of the Board of Directors. Long-Term Incentives may consist of individual Performance Cash Award Opportunities for Long-Term financial performance, Stock Options, Restricted Stock and/or Performance Shares. Your Long-Term Incentive Award will be determined by the Board of Directors. Typical annual LTI awards for your role are a combination of Performance Cash target, Stock Options, and/or Restricted Stock valued at approximately $270,000. Your specific award will be determined by market survey data and performance, and is subject to approval by the Board of Directors.

2

		In the years 2005, 2006 and 2007, it is anticipated that as a participant in LT1, you will be receiving awards under the plan. However, at a minimum, the awards will be $115,000 in 05, $135,000 in 06 and $160,000 in 07.
8.	Deferred Income Stock Purchase Plan:	Provides for the tax deferred treatment of up to 100% annual incentive compensation to purchase Tower Automotive Stock. For every three shares purchased under the Plan, one Premium Share is added.
9.	Flexible Perquisite Allowance:	$35,000 annual taxable allowance for vehicle and other perquisite expenses (Club Dues and Financial Planning Assistance) this amount is paid ratably on the regular twice-monthly pay. Mileage for business use is reimbursed at the Car Allowance Plan rate (currently $.21 per mile).
10.	Health and Welfare:	Tower Automotive provides a PPO Medical Plan, Dental Coverage, Life Insurance, Short-Term Disability and Long-Term Disability.
11.	Retirement Plan:	The Retirement plan includes a 401(k) and Non-Qualified Supplemental Executive Retirement Plan which allows up to 100% deferral of a colleague’s base salary and incentive compensation with a Company match up to 9% of base salary and incentive compensation.
12.	Vacation:	Given your level of Role and Responsibilities, we take a flexible approach to vacation time, consistent with our efforts to meet the appropriate balance in our lives. Typical vacation time used for a person at your level is four weeks per year.
13.	Change In Control Agreement:	You will be covered by a Change In Control Agreement that provides for three (3) years of salary, incentive compensation and health benefits in the event there is a qualifying Change In Control of the Company and a termination of your employment under certain conditions. Renewal of Change In Control Agreements is subject to approval of the Board of Directors.

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14.	Salary Continuation:	Officers of Tower Automotive do not receive employment agreements or contracts, other than the Change In Control Agreement. However, if your employment is terminated within the first three years of your employment, you will be entitled to salary continuation equal to one year of base salary and an annual bonus at a 1 times (1 X) pay-out factor, if your employment is terminated other than for “Cause”. After that period, you will be covered by the normal executive salary continuation provisions.
15.	Special Consideration:	In order to provide consideration to you for forfeited equity elements from your previous employer, we will award you 300,000 Restricted Shares under the terms of Tower Automotive’s Long-Term Incentive Plan, with vesting over three years ( 1/3,  1/3,  1/3) from your start date. You will also be awarded 100,000 Non-qualified Stock Options at the closing market price on your start date. The Non-qualified Stock Options will vest 25% over four years on each anniversary of the grant date. In addition, Tower will provide you $200,000 in cash in February of 2005, and $100,000 at the end of years 2006 and 2007 (each of these payments will be payable by July 15th, of the following year. If Tower Automotive commences proceedings under Chapter 11 of the Bankruptcy Code, Tower will seek and advocate the approval and enforcement of this agreement by the courts if any party seeks the rejection of this agreement. Additionally, if proceedings under Chapter 11 commence, Tower will pay you $300,000 in cash on each of the first three anniversaries of your start date, in lieu of the grant of the above referenced 300,000 Restricted Shares. Tower will also pay you in cash (based on the Black-Choals valuation as of 10/1/04) on each of the first four anniversaries of your start date, in lieu of the grant of the above referenced 100,000 Non-qualified Stock Options.

A summary of compensation and benefit plans will be sent to your home via express mail.

If you have any questions in the interim, please contact Sharon Wenzl at 248.675.6253.

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EX-10.31

Exhibit 10.31

27275 Haggerty Rd.

Suite 680

Novi, MI 48377

Tel. (248) 675-6000

Fax (248) 675-6200

February 1, 2006

Mr. Paul Radkoski

Dear Paul:

I am pleased to extend you an offer to join Tower Automotive’s leadership team as Sr. Vice President, Global Purchasing. As a member of the Enterprise Leadership Team, you will be recommended for appointment as an officer of the Company at the first Board of Directors’ Meeting after your start date. Attached are the details of our offer. Please indicate your acceptance by signing and returning the signature page to me.

I personally look forward to welcoming you as part of our team and look forward to supporting you as we work together to build the future Tower Automotive.

Sincerely,

/s/ Kathleen Ligocki

Kathleen Ligocki

President & CEO

Accepted by:

/s/ Paul Radkoski	2/7/06
Paul Radkoski	Date

Preferred start date: 4/1/06

Paul Radkoski

Employment Offer

February 1, 2006

1.	Employer:	Tower Automotive, Inc. 27275 Haggerty Road; Suite 680 Novi, Michigan 48377 248-675-6000 248-675-6494 (FAX)
2.	Position:	Sr. Vice President, Global Purchasing
3.	Leaders:	Kathleen Ligocki, President & CEO
4.	Assignment Location:	Novi, Michigan
5.	Base Compensation:	$275,000 annual salary. Compensation is reviewed annually using individual performance and market data factors. Your next salary review will occur in 2007 during the normal cycle of salary reviews.
6.	Incentive Compensation:	Tower Automotive Annual Performance Incentive Plan: •Individual target as a percent of base pay: 50% •The plan is based on achievement of company financial and non-financial goals, with a payout potential of up to 150% of individual target. •Tower Automotive will guarantee 50% ($68,750) of your 06 target, payable in March of 2007.
7.	Long-Term Incentive:	Due to Tower Automotive’s current Chapter 11 status, long-term incentive plans are currently suspended. However, to replace these plans during this period, Tower Automotive is able to offer you retention payments under its Key Employee Retention Plan (KERP). These payments will be made in two equal installments of $55,000 sign-on and six months after emergence. Upon acceptance of this offer, you will be provided with a separate agreement on these retention payments.
8.	Flexible Perquisite Allowance:	$12,000 annual taxable allowance for vehicle and other perquisite expenses. This amount is paid ratably on the regular twice-monthly pay. Mileage for business use is reimbursed at the Car Allowance Plan rate (currently $.23 per mile, subject to change upon review of IRS maximum).

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9.	Health and Welfare:	Tower Automotive provides a PPO Medical Plan, Dental Coverage, Life Insurance, Short-Term Disability and Long-Term Disability.
10.	401(k):	Tower Automotive offers a 401(k) Retirement Plan which allows up to 100% deferral of a colleague’s base salary and incentive compensation.
11.	Vacation:	Given your level of Role and Responsibilities, we take a flexible approach to vacation time, consistent with our efforts to meet the appropriate balance in our lives. You will work directly through your leader for timing and the amount of vacation. Typical vacation time used for a person at your level is four weeks per year.
12.	Change in Control Agreement:	You will be covered by a Change In Control Agreement that provides for two (2) year of salary, incentive compensation and health benefits in the event there is a qualifying Change In Control of the Company and a termination of your employment under certain conditions, or if your responsibilities are diminished without consent. While the establishment of Change In Control Agreements is subject to approval of the Board of Directors this agreement reflects commitment, of above referenced terms, for the period to three years from your initial start date.
13.	Salary Continuation:	Officers of Tower Automotive do not receive employment agreements or contracts, other than the Change In Control Agreement. However, if your employment is terminated, within the first two years of your employment, you will be entitled to salary continuation equal to one year of base salary and an annual bonus at 1 times (1x) pay-out factor, if your employment is terminated other than for “Cause” (As that term is defined in the Change-In-Control agreement referenced above). After that period, you will be covered by the normal executive salary continuation provisions.

-3-

A summary of compensation and benefit plans will be sent to your home via express mail.

This offer is contingent upon the successful completion of a background check and health physical including a drug screen. An employment application is included in this package. The application must be completed and returned ASAP in order to initiate the background check.

If you have any questions in the interim, please contact me Sharon Wenzl at 248-675-6253.

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EX-10.33

Exhibit 10.33

17672 N. Laurel Park Drive

Suite 400E

Livonia, MI 46152

AMENDMENT

TO

SERVICE AGREEMENT

This Amendment (this “Amendment”) to the Service Agreement by and among Rande Somma (the “Consultant”), Tower Automotive, LLC (the “Company”) and (“RANDE SOMMA & ASSOCIATES LLC”), dated as of December 1, 2007 (the “Agreement”), is entered into and effective as of January 1, 2009.

Capitalized terms not otherwise defined herein shall have the same meaning as in the Agreement.

R E C I T A L S

WHEREAS, the parties desire to amend certain terms of the Agreement in response to economic conditions and corresponding to similar changes being made by Company management with respect to their own compensation arrangements.

NOW THEREFORE, in consideration of the foregoing premises, the covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned, intending to be legally bound, hereby agree as follows:

1. Amendments.

1.1 Section 2(c) of the Agreement is hereby amended and restated in its entirety to read as follows:

“(c) Term. Subject to earlier termination as provided in Section 4, the term of RANDE SOMMA & ASSOCIATES LLC engagement under this Agreement (the “Consulting Period”) will commence on the Effective Date and terminate on the earlier of (i) the third annual anniversary of the Effective Date or (ii) if the Consultant so elects by providing written notice to the Company no later than September 1, 2009, on the second annual anniversary of the Effective Date (which shall not be considered a voluntary termination by RANDE SOMMA & ASSOCIATES LLC pursuant to Section 4(a) but shall instead be considered to be a termination at the end of the Consulting Period pursuant to Section 4(d)); provided, however, that, except in the case of elective termination by the Consultant pursuant to subsection (ii) of this Section 2(c), the Consulting Period will extend automatically for successive

periods of one year unless either RANDE SOMMA & ASSOCIATES LLC or the Company delivers a written notice of termination to the other no later than 30 days prior to the expiration of the then applicable Consulting Period; provided, further, however, that this Agreement shall terminate on the Liquidation Event Date for the first Liquidation Event (except for item (iv) under the definition of Liquidation Event) to occur after the Effective Date.”

1.2 Section 3(a) of the Agreement is hereby amended by adding a sentence at the end of such Section as follows:

“Notwithstanding the foregoing, commencing February 1, 2009, the Consulting Fee shall be reduced (by 10%) to $270,000 on an annualized basis. The parties acknowledge and agree that this reduction is in response to economic conditions and to similar changes being made by Company management with respect to their own compensation arrangements. In the event that, during the Consulting Period, the base salary of the CEO of the Company is increased, the parties agree to negotiate in good faith to further amend this Agreement to increase the amount of the Consulting Fee and target bonus proportionately (taking into account the original percentage reduction taken by the CEO, the original percentage reduction taken by the Consultant, and the percentage increase then being effected in the CEO’s base salary).”

1.3 Section 3(b) of the Agreement is hereby amended and restated in its entirety to read as follows:

“(b) Annual Bonus. In addition, for each Fiscal Year (or portion thereof) during the Consulting Period, RANDE SOMMA & ASSOCIATES LLC shall be eligible to receive an annual variable bonus payment with a target gross amount of $225,000 for each annual period (the “Annual Bonus”). The precise amount of the Annual Bonus shall be based on the operational performance of the Company and the Tower Companies and be subject to the achievement of budgeted EBITDA and debt reduction targets as set by the Board at the beginning of each Fiscal Year. If such targets are fully achieved, RANDE SOMMA & ASSOCIATES LLC shall be entitled to 100% of the Annual Bonus. In case the targets are under-achieved or over-achieved, the Annual Bonus shall be reduced or increased, as the case may be. The formula for calculating the precise bonus payment shall be determined by the Board or any committee thereof designated by the Board for such purpose in consultation with RANDE SOMMA & ASSOCIATES LLC. The Annual Bonus payment shall be due on the earlier of (i) thirty days after the approval by the Board of the consolidated

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financial statements of the Company and the Tower Companies, and (ii) the date on which the Company pays annual bonuses to other members of management. In no event shall the Annual Bonus or portion thereof, be paid later than March 15 of the calendar year following the year in which the Annual Bonus or portion thereof is earned. For the initial Fiscal Year during the Consulting Period, the Annual Bonus, if any, shall be prorated from December 1, 2007.”

2. Effect of Amendments. Except as specifically amended hereby, the Agreement shall continue in full force and effect. This Amendment shall not itself be amended, except as part of any future amendment to the Agreement effected in accordance with the terms thereof. The terms of this Amendment may be reflected in an amended and restated agreement upon approval and execution hereof.

3. Further Assurances. Each party agrees to execute and deliver such other documents and to do such other acts and things as any other party may reasonably request from time to time for the purpose of carrying out the intent of this Amendment.

[signature page follows]

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IN WITNESS WHEREOF, the undersigned have executed this Amendment effective as of the date set forth above.

TOWER AUTOMOTIVE, LLC
By:	/s/ Mark Malcolm
	MARK MALCOLM,
	PRESIDENT & CEO
RANDE SOMMA & ASSOCIATES LLC
By:	/s/ Rande Somma
	RANDE SOMMA,
	PRESIDENT

17672 N. Laurel Park Drive

Suite 400E

Livonia, MI 46152

November 6, 2008

To:	Rande Somma, President & CEO
	Rande Somma & Associates LLC
From:	Mark Malcolm, President & CEO
	Tower Automotive LLC
Subject:	Service Agreement Extension

With reference to the Service Agreement dated December 1, 2007 between Tower Automotive LLC and Rande Somma & Associates LLC, and pursuant to Section 2(b) of the subject agreement, this confirms our mutual agreement to extend the Consulting Period for a period of twelve months, i.e. through November 30, 2009.

Further, this confirms our mutual agreement that all other terms of the above referenced Service Agreement will remain unchanged except as expressly noted above.

Confirmed for Tower Automotive LLC:

/s/ Mark Malcolm

Mark Malcolm, President & CEO

Tower Automotive LLC

Confirmed for Rande Somma & Associates LLC:

/s/ Rande Somma                                       11/25/08

Rande Somma, President & CEO

Rande Somma & Associates, LLC

cc: Daniel Ajamian

SERVICE AGREEMENT

SERVICE AGREEMENT (the “Agreement”), dated as of December 1, 2007, between TOWER AUTOMOTIVE, LLC (the “Company”), and RANDE SOMMA & ASSOCIATES LLC (the “Consultant”).

RECITALS

The Company agrees to retain the Consultant (i) to provide financial management services to the Tower Companies and (ii) to provide operational and financial management services to the Company as requested by the Board, the Chief Executive Officer and the Chairman of the Company. In addition, during the Consulting Period, the Consultant shall perform such duties as are assigned or delegated to the Consultant by the Board and/or other appropriate officers of the Company which are consistent with the scope of the Consultant’s position, duties and responsibilities.

AGREEMENT

In consideration of the premises and the mutual covenants and the agreements herein set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Section 1. Definitions. For purposes of this Agreement, the following terms have the meanings specified or referred to in this Section 1:

“Affiliate” of a Person means any other Person that directly or indirectly controls, is controlled by, or is under common control with, the Person. With respect to a natural person, such natural person’s Affiliates shall also include such natural person’s spouse, and their siblings, parents and lineal descendants.

“Annual Bonus” has the meaning stated in Section 3(b).

“Board” means the Board of Managers of Tower Automotive, LLC as in existence from time to time.

“Cause” means any of the following (as determined by the Board):

(a) the Consultant’s material (i) breach of this Agreement, (ii) failure to perform the Consultant’s duties hereunder, or (iii) failure to follow the lawful instructions of the Board, Cerberus and/or the appropriate officers of the Company, to the extent consistent with the terms of this Agreement;

(b) willful misconduct or gross negligence by the Consultant in connection with the performance of the Consultant’s duties hereunder;

(c) the Consultant’s (i) conviction of, the indictment for (or its procedural equivalent), or the entering of a guilty plea or plea of no contest with respect to, a felony, or the equivalent thereof, or (ii) conviction of or the entering of a guilty plea or plea of no contest with respect to any other crime with respect to which imprisonment is a possible punishment;

(d) any other act on the part of the Consultant involving dishonesty toward Cerberus (as defined below), the Company or any of the Tower Companies;

(e) any act of fraud or embezzlement in respect of Cerberus, the Company or any of the Tower Companies or their funds, properties or assets;

(f) the Consultant’s (i) making disparaging, derogatory or detrimental comments about Cerberus or any of its directors, officers or employees, or any customer or client or other Person having a business relationship with Cerberus, (ii) slandering of any member, manager, officer or employee of the Company or any of the Tower Companies, or any customer or client or other Person having a business relationship with the Company or any of the Tower Companies, or (iii) engaging in a pattern of conduct which is detrimental to Cerberus, the Company, any of the Tower Companies or their reputation; or

(g) the Consultant’s abuse of, or addiction to, drugs or alcohol or reporting to work or performing the Consultant’s duties hereunder under the influence of drugs or alcohol.

“Cerberus” means Cerberus Capital Management, L.P.

“Company Business” means on site at (a) the Company or any of the Tower Companies, (b) any Company supplier or customer location, or (c) any trade event or other Company-related business travel.

“Competing Business” means any business whose primary products, services or activities (including, without limitation, products, services or activities in the planning or development stage during the Non-Compete Period) compete, directly or indirectly, in whole or in part, with one or more of the products, services or activities (including, without limitation, products, services or activities in the planning or development stage during the Non-Compete Period) produced, provided, or engaged in by the Company or any of the Tower Companies at any time during the Non-Compete Period.

“Confidential Information” means all information, data, agreements, documents, reports, “know-how”, interpretations, plans, studies, forecasts, projections and records (whether in oral or written form, electronically stored or otherwise) containing or

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otherwise reflecting information concerning the Company, any of the Tower Companies, their respective businesses or assets and other commercial “know-how”, trade secrets and information not available to the public generally; provided, however, that “Confidential Information” does not include information which is or becomes generally available to the public other than as a result of a disclosure by the Consultant in violation of the provisions of this Agreement; provided also that “Confidential Information” does not include business practices and processes known by the Consultant prior to or as a result of work unrelated to his engagement with the Company hereunder.

“Consulting Fee” has the meaning stated in Section 3(a).

“Consulting Period” has the meaning stated in Section 2(b).

“Disability Notice” has the meaning stated in Section 4(b).

“Disabled” has the meaning stated in Section 4(b).

“EBITDA” for any Fiscal Year means the Company’s and the Tower Companies’ earnings before interest, taxes, depreciation and amortization for such Fiscal Year, calculated in accordance with generally accepted accounting principles, consistently applied, as determined by the Board in good faith, with adjustments as determined by the Board for non-recurring transaction and financing costs, non-cash restructuring and other costs (excluding non-cash charges that will result in future cash expenditures).

“Effective Date” means December 1, 2007.

“Fiscal Year” means the Company’s fiscal year, as it exists on the Effective Date or as changed from time to time.

“Involuntary Termination” has the meaning stated in Section 4(b).

“Liquidation Event” means any of the following, in each instance (in one or more transactions): (i) a liquidation, dissolution, or winding up of the Company; (ii) a sale of all or substantially all of the assets of the Company to an unrelated third party including an initial public offering; (iii) a merger, acquisition, consolidation, or similar business combination, or sale of membership interests in the Company, in which members of the Company immediately prior to such event have received consideration for no less than half of their membership interests in the Company, or (iv) a recapitalization, reorganization, reclassification, or other similar transaction in which the Company receives proceeds from a financing for the purpose of distributing such proceeds to the members of the Company. The Liquidation Event shall occur on the date of the closing of the transaction (such date being the “Liquidation Event Date”) referred to in (i), (ii, (iii) or (iv) above.

“Permitted Activities” has the meaning stated in Section 2(c)(iii).

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“Person” means any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, or governmental body.

“Portfolio Company” means any Person in which Cerberus or any of its Affiliates has made an investment.

“Termination for Cause” has the meaning stated in Section 4(a).

“Termination Without Cause” has the meaning stated in Section 4(c).

“Tower Companies” means Tower Automotive Operations USA I, LLC, Tower Automotive Operations USA II, LLC and all of their direct and indirect subsidiaries.

Section 2. Consulting Term and Duties.

(a) Engagement. The Company hereby retains the Consultant, and the Consultant hereby agrees to be retained by the Company, upon the terms and subject to the conditions set forth in this Agreement.

(b) Term. Subject to earlier termination as provided in Section 4, the term of the Consultant’s engagement under this Agreement (the “Consulting Period”) will commence on the Effective Date and terminate on the first annual anniversary of the Effective Date; provided, however, that (i) the Consultant may request, by delivery of written notice to the Company at least 30 days prior to the end of the Consulting Period, and the Company may agree to, an extension of the Consulting Period for successive periods of one year or (ii) the Company may request by delivery of written notice to the Consultant at least 30 days prior to the end of the Consulting Period that the Consultant agree to extend the Consulting Period for successive periods of one year, subject to Anthem’s agreement to such an extension; provided, further, however, that this Agreement shall terminate on the Liquidation Event Date for the first Liquidation Event (except for item (iv) under the definition of Liquidation Event) to occur after the Effective Date. For the avoidance of doubt, the extension of this Agreement must be by mutual agreement of the parties hereto.

(c) Duties; Devotion; Other Business Activities.

(i) Duties. During the Consulting Period, the Consultant will serve as Vice Chairman of the Board and shall perform such duties as are assigned or delegated to the Consultant by the Board and/or other appropriate officers of the Company which are consistent with the scope of the Consultant’s position, duties and responsibilities.

(ii) Devotion. The Consultant agrees to (A) consistent with the terms of this Agreement, devote the Consultant’s business time, attention, skill, and energy to the business of the Company and the Tower Companies, (B) use the Consultant’s best efforts to promote the success of the Company’s and the Tower Companies’ businesses in accordance with all applicable laws, and (C) cooperate fully with the Board and the Company in the advancement of the best interests

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of the Company and the Tower Companies; provided, however, that notwithstanding the foregoing, the Consultant shall not be required to spend more than an average of three (3) days per week on Company Business.

(iii) Other Business Activities. During the Consulting Period, the Consultant may accept other engagements, provided however that Consultant will discuss with Cerberus such other engagements prior to accepting them (unless such other engagements are with another Portfolio Company) and provided further that Consultant shall not accept any other engagements that would require a full-time commitment on the part of Consultant (“Permitted Activities”). Notwithstanding the foregoing, the Consultant may serve as a member of a board for up to three (3) other companies that are not Portfolio Companies so long as such other engagement(s) require(s) no more than six (6) meetings each per year or as otherwise reasonably agreed to by Cerberus.

Section 3. Compensation.

(a) Consulting Fee. During the Consulting Period, the Consultant will be paid compensation of $300,000 on an annualized basis (the “Consulting Fee”), which Consulting Fee will be payable in equal monthly installments.

(b) Annual Bonus. For each Fiscal Year beginning on and after January 1, 2007 (or portion thereof) during the Consulting Period, the Consultant shall be eligible to receive a variable bonus payment with a target gross amount of 75% of the annual Consulting Fee paid (the “Annual Bonus”). The precise amount of the Annual Bonus shall be based on the operational performance of the Company and the Tower Companies and be subject to the achievement of budgeted EBITDA and debt reduction targets as set by the Board at the beginning of each Fiscal Year. If such targets are fully achieved, the Consultant shall be entitled to 100% of the Annual Bonus. In case the targets are under-achieved or over-achieved, the Annual Bonus shall be reduced or increased, as the case may be. The formula for calculating the precise bonus payment shall be determined by the Board or any committee thereof designated by the Board for such purpose in consultation with the Consultant. The Annual Bonus payment shall be due on the earlier of (i) thirty days after the approval by the Board of the consolidated financial statements of the Company and the Tower Companies, and (ii) the date on which the Company pays annual bonuses to other members of management. In no event shall the Annual Bonus or portion thereof, be paid later than March 15 of the calendar year following the year in which the Annual Bonus or portion thereof is earned. Any Annual Bonus otherwise payable for a Fiscal Year shall be prorated by the number of days of the Consulting Period in effect during such Fiscal Year.

(c) Equity Incentive. Subject to the Consultant’s execution of the Unit Award Agreement attached hereto as Exhibit A, the Consultant shall be awarded the number of Nonvoting Units of Tower Automotive Management, LLC pursuant to the Tower Automotive Management, LLC 2007 Management Incentive Plan (the “MIP”).set forth in such Unit Award Agreement, and the terms and conditions of such Nonvoting Units shall be subject to the terms of the MIP and such Unit Award Agreement.

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(d) Reimbursement of Expenses. During the Consulting Period, the Company will reimburse the Consultant for all reasonable and necessary out-of-pocket traveling and other expenses incurred by the Consultant for or on behalf of the Company and the Tower Companies, in the performance of the Consultant’s duties under this Agreement, including, travel back and forth to the Company and business class airline travel for domestic and international flights; provided, however, that as a condition to the Company’s obligation to reimburse the Consultant as provided above, the Consultant must file reasonably detailed expense reports with respect to such expenses.

(e) Reimbursement of Tax and Legal Expenses. During the Consulting Period, the Company will reimburse the Consultant for all tax and legal expenses incurred by the Consultant in connection with this Agreement and the Consultant’s provision of services under this Agreement, in an aggregate amount not to exceed $10,000; provided, however, that as a condition to the Company’s obligation to reimburse the Consultant as provided above, the Consultant must provide the Company with reasonably detailed expense reports with respect to such expenses. To the extent that the services subject to this Agreement are subject to sales or use taxes, the Company agrees to either pay such taxes to the Consultant for remittance by the Consultant to the proper tax authorities or to remit such taxes directly to the proper tax authorities to the extent that the Company is permitted to remit such taxes under applicable law.

(f) D&O Insurance. During the Consulting Period, the Company will obtain and maintain, at the Company’s sole cost and expense, D&O insurance coverage for the benefit of the managers and officers of the Company and the Tower Companies in an aggregate amount of not less than $25,000,000.

(g) Independent Contractor. The Consultant shall serve as an independent contractor to the Company and as such shall be responsible for all tax payments, estimated tax payments or other tax liabilities, as required for the Consultant. The Consultant hereby expressly acknowledges and agrees that (i) the Consultant is an independent contractor and is not an employee of the Company or the Tower Companies, and (ii) neither this Agreement nor any action taken pursuant to this Agreement shall constitute or be evidence of any agreement or understanding, express or implied, that the Consultant is an employee of, or has any rights as an employee of, the Company or the Tower Companies. The Company shall carry no worker’s compensation insurance or any health or accident insurance to cover the Consultant. The Company shall not pay any contributions to Social Security, unemployment insurance, federal or state withholding taxes, or provide any other contributions or benefits which might be expected in an employer-employee relationship and the Consultant expressly waives any right to such participation or coverage. By executing this Agreement, the Consultant agrees that he shall make such contributions, pay all applicable taxes and hereby indemnifies and holds harmless the Company for any costs, fees, damages or penalties assessed against Company by virtue of Consultant’s failure to make such contributions or payments.

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Section 4. Termination of Engagement.

(a) Termination for Cause and Voluntary Termination.

(i) Termination for Cause. The Company may terminate the engagement of the Consultant hereunder at any time for Cause (a “Termination for Cause”) immediately upon giving the Consultant written notice of such termination.

(ii) Effects of Termination for Cause or a Voluntary Termination. If the Consultant’s engagement is terminated pursuant to a Termination for Cause or is voluntarily terminated by the Consultant, the Company will only be required to pay to the Consultant (A) the earned but unpaid portion of the Consulting Fee accrued through the date of such termination, (B) the unpaid Annual Bonus, if any, for the prior Fiscal Year in accordance with the terms of Section 3(b), and (C) the costs and expenses of the Consultant as described in Sections (3)(d) and (e) that are incurred but unpaid as of the termination date. No prorated Annual Bonus shall be paid in the event of a Termination for Cause or a voluntary early termination of the Consulting Period by the Consultant. In addition, the Company shall maintain the D&O insurance pursuant to Section 3(f) hereof for liability with respect to acts and omissions that occurred on or prior to the termination date.

(iii) No Other Obligations. In the event that the Consultant’s engagement is terminated pursuant to a Termination for Cause or is voluntarily terminated by the Consultant, the Company will not have any further obligations to the Consultant, except for (A) the payments referred to in Section 4(a)(ii) above, (B) obligations expressly required by any other written agreement between the Consultant and the Company, and (C) obligations of the Company that may arise from the Company’s enforcement of the provisions of Section 5 of this Agreement after the termination date.

(b) Involuntary Termination.

(i) Procedure. At any time during the Consulting Period, if the Consultant becomes Disabled, the Company may, by delivering a written notice to the Consultant (a “Disability Notice”), immediately terminate the engagement of the Consultant. In addition, the engagement of the Consultant hereunder will terminate automatically upon the Consultant’s death (any termination of the Consultant’s engagement due to the Consultant becoming Disabled or the Consultant’s death being referred to in this Agreement as an “Involuntary Termination”).

(ii) Determination of Whether the Consultant is Disabled.

(A) The term “Disabled” means that the Consultant has become incapacitated or disabled by accident, sickness or otherwise so as to render the Consultant unable to perform the Consultant’s duties under this Agreement for a period of 60 consecutive calendar days, or 90 calendar days during any 12-month period.

(B) In the case of a medical disability or incapacity, the determination of whether the Consultant is Disabled will be made by a medical doctor selected by the Board

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(which doctor must be reasonably satisfactory to the Consultant). The Consultant hereby agrees to make the Consultant and the Consultant’s medical records available for a reasonable number of examinations by any such medical doctor. In addition, the Consultant hereby authorizes the disclosure and release to the Company and such doctors of the Consultant’s medical records and any determination that the Consultant is or is not Disabled. The Company agrees to keep all such medical records and determinations confidential, except (I) to the extent required in connection with any legal proceeding relating to this Agreement, or (II) as may be required by law.

(iii) Effects of Termination. If the Consultant’s engagement is terminated pursuant to an Involuntary Termination, the Company will only be required to pay to the Consultant or the Consultant’s estate or beneficiaries, as the case may be (A) the earned but unpaid portion of the Consulting Fee accrued through the date of such termination, plus, in the event of an Involuntary Termination not involving the Consultant’s death, Consulting Fee for the period, if any, beginning on the date of such termination and ending on the date which is three months after the date of such termination, (B) the unpaid Annual Bonus, if any, for the prior Fiscal Year in accordance with the terms of Section 3(b), (C) a pro rata portion (based on the number of days elapsed of the Fiscal Year in which such termination occurs) of the Annual Bonus for the Fiscal Year in which such termination occurs, and (D) the costs and expenses of the Consultant as described in Sections (3)(d) and (e) that are incurred but unpaid as of the termination date. In addition, the Company shall maintain the D&O insurance pursuant to Section 3(f) hereof for liability with respect to acts and omissions that occurred on or prior to the termination date.

(iv) No Other Obligations. In the event that the Consultant’s engagement is terminated pursuant to an Involuntary Termination, the Company will not have any further obligation to the Consultant, except for (A) the payments referred to in Section 4(b)(iii) above, (B) obligations expressly required by any other written agreement between the Consultant and the Company, (C) the Company’s obligation to maintain the confidentiality of the Consultant’s medical records as provided in Section 4(b)(ii) above, and (D) obligations of the Company that may arise from the Company’s enforcement of the provisions of Section 5 of this Agreement after the termination date.

(c) Termination Without Cause.

(i) Procedure. The Company may terminate the engagement of the Consultant at any time without Cause (a “Termination Without Cause”) upon giving the Consultant written notice of such termination at least 7 calendar days prior to the effective date of such termination; provided, however, that immediately upon the Company’s delivery of such notice to the Consultant, the Consultant shall no longer be entitled to (A) enter the Company’s or any Tower Company’s premises, (B) have access to any of the Company’s or any Tower Company’s books, records or properties or assets, or (C) take any action for or on behalf of the Company or any of the Tower Companies; provided, further, however, that the Consultant shall be entitled to return to the Company’s or a Tower Company’s premises under the supervision of a authorized Company employee to collect the Consultant’s personal items.

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(ii) Effects of Termination. If the Consultant’s engagement is terminated pursuant to a Termination Without Cause, the Company will only be required to pay to the Consultant (A) the earned but unpaid portion of the Consulting Fee accrued through the date of such termination, plus Consulting Fee for the remainder of the then existing term of this Agreement; provided, however, that the Consultant shall not be entitled to extend the term of this Agreement pursuant to Section 2(b) from and after the date on which a Termination Without Cause shall occur, (B) the unpaid Annual Bonus, if any, for the prior Fiscal Year in accordance with Section 3(b), (C) a pro rata portion (based on the number of days elapsed of the Fiscal Year in which such termination occurs) of the Annual Bonus for the Fiscal Year in which such termination occurs in accordance with the terms of Section 3(b), and (D) the costs and expenses of the Consultant as described in Sections (3)(d) and (e) that are incurred but unpaid as of the termination date. In addition, the Company shall maintain the D&O insurance pursuant to Section 3(f) hereof for liability with respect to acts and omissions that occurred on or prior to the termination date. The Board will take into consideration the reasons, if any, for a Termination Without Cause and may in its sole and absolute discretion allow for additional benefits/compensation to the Consultant.

(iii) No Other Obligations. In the event that the Consultant’s engagement is terminated pursuant to a Termination Without Cause, the Company will not have any further obligation to the Consultant, except for (A) the payments referred to in Section 4(c)(ii) above, (B) obligations expressly required by any other written agreement between the Consultant and the Company, and (C) obligations of the Company that may arise from the Company’s enforcement of the provisions of Section 5 of this Agreement after the termination date.

(d) Termination as a result of the end of the Term

(i) Procedure. The Consultant’s engagement will terminate automatically unless extended pursuant to the terms of Section 2(b).

(ii) Effects of Termination. In the event the initial Consulting Period or any extended term of the Consulting Period ends pursuant to Section 2(b) other than as a result of earlier termination under Section 4 (in which event the terms of Sections 4(a), (b), or (c), as applicable, shall govern payments due to the Consultant), the Company will only be required to pay to the Consultant (A) the earned but unpaid portion of the Consulting Fee accrued through the date of such termination, (B) the unpaid Annual Bonus, if any, for the prior Fiscal Year in accordance with the terms of Section 3(b), (C) a pro rata portion of the Annual Bonus, if any, for the Fiscal Year in which the Consulting Period ends (based on the number of days elapsed in the Fiscal Year in which the Consulting Period ends) in accordance with the terms of Section 3(b), and (D) the costs and expenses of the Consultant as described in Sections (3)(d) and (e) that are incurred but unpaid as of the termination date. In addition, the Company shall maintain the D&O insurance pursuant to Section 3(f) hereof for liability with respect to acts and omissions that occurred on or prior to the termination date. The Board will take into consideration the reasons, if any, for a termination as a result of the end of the Consulting Period (or any extensions thereof) and may in its sole and absolute discretion allow for additional benefits/compensation to the Consultant.

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(iii) No Other Obligations. In the event that the Consultant’s engagement terminates due to expiration of the Consulting Period pursuant to Section 2(b), the Company will not have any further obligation to the Consultant, except for (A) the payments referred to in Section 4(d)(ii) above, (B) obligations expressly required by any other written agreement between the Consultant and the Company, and (C) obligations of the Company that may arise from the Company’s enforcement of the provisions of Section 5 of this Agreement after the termination date.

(e) Limitation of Claims. Upon the termination of the Consultant’s engagement with the Company for any reason, neither the Consultant nor the Consultant’s estate will have any rights or claims against the Company under this Agreement other than the rights or claims expressly provided by this Section 4. The Consultant hereby waives, to the extent permitted by law, all other rights and claims the Consultant or the Consultant’s estate now has or may have at law or in equity against the Company and its members, managers, officers, employees and agents if the termination is or may be wrongful under applicable law or public policy; provided, however, that in the event of a Termination for Cause, the Consultant will be entitled to dispute whether grounds exist for such a Termination for Cause.

Section 5. Confidentiality; Non-Competition and Non-Solicitation.

(a) General Acknowledgment. In order to induce the Company to enter into this Agreement, the Consultant (i) agrees to be bound by the terms and provisions of this Section, (ii) agrees, represents and warrants that the Consultant has read and given careful consideration to all of the terms and provisions of this Section, and agrees that the terms and provisions of this Section are reasonable with respect to the subject matter thereof and necessary for the reasonable and proper protection of the Confidential Information, legitimate business interests and goodwill of the Company and its Affiliates, and (iii) acknowledges that the Company agreed to enter into this Agreement in reliance on the representations, agreements and covenants of the Consultant to abide by and be bound by the terms and provisions of this Section.

(b) Confidentiality. (i) The Consultant acknowledges that (A) during the Consulting Period and as a part of the Consultant’s engagement hereunder, the Consultant will be afforded access to Confidential Information and (B) disclosure of such Confidential Information could have an adverse effect on the Company, its Affiliates and their respective interests and businesses.

(ii) The Consultant agrees that during the Consulting Period and thereafter, the Consultant will not, directly or indirectly, disclose, reveal, divulge, publish or otherwise make known to any Person or use any Confidential Information for any reason or purpose whatsoever, except for the proper discharge of the Consultant’s duties to the Company under this Agreement.

(iii) Notwithstanding the foregoing provisions, if the Consultant is required to disclose any Confidential Information pursuant to any applicable law, rule or regulation or a subpoena or court order by a court of competent jurisdiction, the Consultant will promptly notify the Company of any such requirement so that the Company may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. The Consultant will reasonably cooperate with the Company to obtain such a protective order or

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other remedy. If such order or other remedy is not obtained, or the Company waives compliance with the provisions of this Agreement, the Consultant will disclose only that portion of the Confidential Information which the Consultant is advised by counsel that the Consultant is legally required to so disclose and will exercise commercially reasonable efforts to obtain assurance that confidential treatment will be accorded the information so disclosed.

(c) Non-Competition and Non-Solicitation. (i) The Consultant understands and acknowledges that (A) the services to be performed by the Consultant under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character, (B) the Company’s business is international in scope, (C) the Company competes with other businesses that are or could be located worldwide, and (D) the restrictions set forth in this Section may limit the Consultant’s ability to earn a livelihood in a business which directly or indirectly competes with the Company, but the Consultant nevertheless believes that the Consultant has received and will under this Agreement receive sufficient consideration to clearly justify restrictions which, in any event, given the Consultant’s education, skills and ability, the Consultant does not believe would prevent the Consultant from earning a living.

(ii) Non-Competition. The Consultant agrees that during the Non-Compete Period (as defined below), the Consultant will not engage, or assist any Person in engaging, either directly or indirectly, individually, or as a director, officer, employee, shareholder, manager, member, partner, owner, agent, consultant, investor, lender or principal, or in any other capacity, in any Competing Business; provided, however, that the passive ownership by the Consultant of not more than 1.0% of any class of equity securities of any corporation that engages in a Competing Business, if such equity securities are listed on a national securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended, will not be deemed to be a breach of this Section. Notwithstanding any provision of this Agreement to the contrary, the Company shall have the right, at any time, in its sole discretion, to waive any or all of the provisions of this Section 5.

(iii) Non-Solicitation. The Consultant agrees that during the Non-Compete Period, the Consultant will not in any manner, directly or indirectly:

(A) solicit, hire, induce or attempt to induce, or assist others to solicit, hire, induce or attempt to induce, any employee, contractor, consultant or agent of the Company or any of the Tower Companies to either (I) leave or terminate his or her employment, consulting or other position or business relationship with the Company or any of the Tower Companies, or (II) breach his or her employment, consulting or other agreement with the Company or any of the Tower Companies; provided, however, that the foregoing provision will not prohibit the Consultant from hiring any such employee, contractor, consultant or agent through general advertising that is not targeted directly at the Company or any of the Tower Companies; or

(B) solicit, induce or attempt to induce or assist others to solicit, induce or attempt to induce any customer, supplier, contractor or client associated with the Company’s or the Tower Companies’ businesses to terminate its, his or her business relationship or association with the Company or the Tower Companies or in any manner, directly or indirectly, interfere with any business relationship between the Company or a Tower Company and any such Person.

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(d) Non-Compete Period. The term “Non-Compete Period” means the period beginning on the date of this Agreement and shall continue for the longer of (i) one year following the date of the termination of the Consultant’s engagement under this Agreement, and (ii) the date on which the Company ceases to make post-termination payments to the Consultant.

(e) Enforcement. Notwithstanding any other provision of this Agreement, if, at the time of enforcement of any provision of this Section, a court should hold that the duration or scope restrictions stated herein are unreasonable or unenforceable under circumstances then existing, the parties agree that the maximum duration or scope permitted by the applicable law under such circumstances will be substituted for the stated duration or scope. Whenever possible, each provision of this Section will be interpreted in such manner as to be effective and valid under applicable law. If the Agreement is held unenforceable to any extent in any jurisdiction, such holding will not impair the enforceability of the Agreement in any other jurisdiction.

(f) Notice of New Engagement or Employment. The Consultant will, while the covenants under this Section are in effect, give written notice to the Company, within ten days after accepting any other employment, consulting, contractor or agency position, of the identity of the Consultant’s employer or contracting party. During the Non-Compete Period, the Company may notify such employer or other contracting party that the Consultant is bound by this Section and, at the Company’s election, furnish such employer or other contracting party with a copy of this Section.

(g) Covenants Are Essential and Independent Covenants. The covenants by the Consultant in this Section are essential elements of this Agreement, and without the Consultant’s agreement to comply with such covenants, the Company would not have entered into this Agreement or engaged the Consultant. The Company and the Consultant have independently consulted their respective counsel and have been advised in all respects concerning the reasonableness and propriety of such covenants, with specific regard to the nature of the business conducted by the Company and its Affiliates.

Section 6. Indemnification. In the event the Consultant is made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action, suit, proceeding, claim or counterclaim by the Company, any of the Tower Companies or any of their Affiliates against the Consultant) by reason of the fact that (i) the Consultant is or was performing services under this Agreement or (ii) the Consultant is or was an officer, director or employee of the Company or any of the Tower Companies at the direction or request of the Company, then the Company shall, and shall cause the Tower Companies to, indemnify, hold harmless and defend Consultant against all expenses (including reasonable attorney’s fees and expenses), judgments, fines and amounts paid in settlement, as actually and reasonably incurred by the Consultant (“Losses”), in connection therewith, provided, however, that:

(a) such indemnification shall not cover any act or omission by Consultant not made in good faith or that results from his fraud, gross negligence or intentional misconduct or with respect to which Consultant has actual knowledge that such act or omission was wrongful;

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(b) the Company shall not be required to indemnify, hold harmless or defend the Consultant to the extent that the Company’s D&O insurance actually reimburses the Consultant for his Losses, so long as the Consultant reasonably cooperates with the Company, the Tower Companies and the provider of the D&O insurance in connection with such D&O insurance, including, without limitation, in connection with the defense and/or prosecution of such claims and any counterclaims that may be available;

(c) the Company shall not be required to indemnify, hold harmless or defend the Consultant from any Losses incurred in connection with, or otherwise related to, the breach of this Agreement or any action that would constitute Cause under this Agreement; and

(d) the Company shall not be required to indemnify, hold harmless or defend the Consultant for any Losses incurred or sustained by the Consultant to the extent that it is determined (whether by a court of competent jurisdiction, settlement or otherwise) that such Losses (i) may not be indemnified under applicable law, or (ii) relate to liabilities or obligations that are owed by the Consultant to the Company, any of the Tower Companies or any of their Affiliates.

Unless the Board reasonably believes that the Consultant will ultimately not be entitled to indemnification under the provisions of this Agreement, the Company shall advance expenses to the Consultant as they are incurred; provided, however, that if the Consultant is ultimately found not to have been entitled to indemnification hereunder, the Consultant shall, and hereby agrees to, immediately repay to the Company all amounts advanced to the Consultant hereunder.

Section 7. Miscellaneous.

(a) Notices. All notices, requests, demands and other communications to any party or given under this Agreement will be in writing and delivered personally, by overnight delivery or courier, by registered mail or by telecopier (with confirmation received) to the parties at the address or telecopy number specified for such parties on the signature pages hereto (or at such other address or telecopy number as may be specified by a party in writing given at least five business days prior thereto). All notices, requests, demands and other communications will be deemed delivered when actually received.

(b) Counterparts. This Agreement may be executed simultaneously in one or more counterparts, and by different parties hereto in separate counterparts, each of which when executed will be deemed an original, but all of which taken together will constitute one and the same instrument.

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(c) Amendment of Agreement. This Agreement may not be amended, modified or waived except by an instrument in writing signed on behalf of each of the parties hereto.

(d) Governing Law. This Agreement will be governed by, and construed in accordance with, the laws of State of New York applicable to contracts executed in and to be performed entirely within such jurisdiction, without reference to conflicts of laws provisions.

(e) Entire Agreement. This Agreement contains and constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior negotiations, agreements and understandings, whether written or oral, of the parties hereto.

(f) Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement will nevertheless remain in full force and effect.

(g) No Third-Party Rights. This Agreement is not intended, and will not be construed, to create any rights in any parties other than the Consultant and the Company, and no Person may assert any rights as third-party beneficiary hereunder.

(h) Ambiguities. This Agreement was negotiated between legal counsel for the parties and any ambiguity in this Agreement will not be construed against the party who drafted this Agreement.

(i) No Waiver; Remedies. No failure or delay by any party in exercising any right, power or privilege under this Agreement will operate as a waiver of the right, power or privilege. A single or partial exercise of any right, power or privilege will not preclude any other or further exercise of the right, power or privilege or the exercise of any other right, power or privilege.

(j) Consultant Not to Act; Board Actions. The Consultant agrees that the Consultant is not entitled to, and will not, exercise any rights of the Company under this Agreement or act for or on behalf of the Company under this Agreement. In addition, all actions to be taken, or rights to be exercised, by the Board pursuant to this Agreement will be taken by a special committee of the Board consisting solely of directors other than (i) the Consultant or any of the Consultant’s immediate family members, (ii) directors that are employees or officers of the Company or its subsidiaries, and (iii) directors that are employees, officers, directors, partners, members, managers or shareholders of any Affiliate of the Consultant (other than Cerberus).

(k) Management of the Company. This Agreement will not limit in any way the Company’s discretion to manage its business as the Company and the Board, in their sole discretion, sees fit; provided, however, that this provision will in no way limit or alter the Company’s obligations under this Agreement.

(l) Enforcement. The Consultant hereby acknowledges and agrees that the provisions of this Agreement are of a special and unique nature, the loss of which cannot be accurately compensated for in damages by an action at law, and that the breach or threatened breach of the provisions of this Agreement by the Consultant would cause the Company irreparable harm and

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that money damages would not be an adequate remedy for any breach or threatened breach of the provisions of this Agreement by the Consultant. Therefore, the Consultant hereby agrees that the Company will be entitled to equitable relief, including, without limitation, an injunction or injunctions (without the requirement of posting a bond, other security or any similar requirement or proving any actual damages), to prevent breaches or threatened breaches of this Agreement by the Consultant and to specifically enforce the terms and provisions of this Agreement, this being in addition to any other remedy to which the Company is or may be entitled at law or in equity.

[Signature Page Follows]

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In witness whereof, the parties have executed and delivered this Service Agreement as of the date above first written above.

COMPANY:

Address for Notices:	TOWER AUTOMOTIVE, LLC
c/o Cerberus Capital Management, L.P.
299 Park Avenue, 22nd Floor
New York, NY 10171
Attention: Dev Kapadia	By:	/s/ Mark M. Malcolm
		Mark M. Malcolm
Telephone No.: 212-891-2100		President and Chief Executive Officer
Facsimile No.:  212-750-5212
With a copy to:
Lowenstein Sandler PC
1251 Avenue of the Americas
New York, New York 10020
Attention: Robert G. Minion, Esq.
Telephone: (973) 597-2424
Facsimile:  (973) 597-2425
CONSULTANT:
	/s/ Rande Somma
	RANDE SOMMA for
	RANDE SOMMA & ASSOCIATES LLC

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[EXHIBIT A – UNIT AWARD AGREEMENT]

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EX-10.34

Exhibit 10.34

17672 N. Laurel Park Drive

Suite 400E

Livonia, MI 46152

AMENDMENT

TO

SERVICE AGREEMENT

This Amendment (this “Amendment”) to the Service Agreement by and among Larry Schwentor (the “Consultant”), Tower Automotive, LLC (the “Company”) and MGT4VALUE LLC (“MGT4VALUE”), dated as of August 1, 2007 (the “Agreement”), is entered into and effective as of January 1, 2009.

Capitalized terms not otherwise defined herein shall have the same meaning as in the Agreement.

R E C I T A L S

WHEREAS, the parties desire to amend certain terms of the Agreement in response to economic conditions and corresponding to similar changes being made by Company management with respect to their own compensation arrangements.

NOW THEREFORE, in consideration of the foregoing premises, the covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned, intending to be legally bound, hereby agree as follows:

1. Amendments.

1.1. Section 2(c) of the Agreement is hereby amended and restated in its entirety to read as follows:

“(c) Term. Subject to earlier termination as provided in Section 4, the term of MGT4VALUE’s engagement under this Agreement (the “Consulting Period”) will commence on the Effective Date and terminate on the earlier of (i) the third annual anniversary of the Effective Date or (ii) if the Consultant so elects by providing written notice to the Company no later than May 1, 2009, on the second annual anniversary of the Effective Date (which shall not be considered a voluntary termination by MGT4VALUE pursuant to Section 4(a) but shall instead be considered to be a termination at the end of the Consulting Period pursuant to Section 4(d)); provided, however, that, except in the case of elective termination by the Consultant pursuant to subsection (ii) of this Section 2(c), the Consulting Period will extend automatically for successive periods of one year unless either MGT4VALUE or the Company

delivers a written notice of termination to the other no later than 30 days prior to the expiration of the then applicable Consulting Period; provided, further, however, that this Agreement shall terminate on the Liquidation Event Date for the first Liquidation Event (except for item (iv) under the definition of Liquidation Event) to occur after the Effective Date.”

1.2. Section 3(a) of the Agreement is hereby amended by adding a sentence at the end of such Section as follows:

“Notwithstanding the foregoing, commencing February 1, 2009, the Consulting Fee shall be reduced (by 10%) to $360,000 on an annualized basis. The parties acknowledge and agree that this reduction is in response to economic conditions and to similar changes being made by Company management with respect to their own compensation arrangements. In the event that, during the Consulting Period, the base salary of the CEO of the Company is increased, the parties agree to negotiate in good faith to further amend this Agreement to increase the amount of the Consulting Fee proportionately (taking into account the original percentage reduction taken by the CEO, the original percentage reduction taken by the Consultant, and the percentage increase then being effected in the CEO’s base salary).”

1.3. Section 3(b) of the Agreement is hereby amended and restated in its entirety to read as follows:

“(b) Annual Bonus. In addition, for each Fiscal Year (or portion thereof) during the Consulting Period, MGT4VALUE shall be eligible to receive an annual variable bonus payment with a target gross amount of $400,000 for each annual period (the “Annual Bonus”). The precise amount of the Annual Bonus shall be based on the operational performance of the Company and the Tower Companies and be subject to the achievement of budgeted EBITDA and debt reduction targets as set by the Board at the beginning of each Fiscal Year. If such targets are fully achieved, MGT4VALUE shall be entitled to 100% of the Annual Bonus. In case the targets are under-achieved or over-achieved, the Annual Bonus shall be reduced or increased, as the case may be. The formula for calculating the precise bonus payment shall be determined by the Board or any committee thereof designated by the Board for such purpose in consultation with MGT4VALUE. The Annual Bonus payment shall be due on the earlier of (i) thirty days after the approval by the Board of the consolidated financial statements of the Company and the Tower Companies, and (ii) the date on which the Company pays annual bonuses to other members of management. In no event shall the Annual Bonus or portion thereof, be paid later than March 15 of the calendar year following

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the year in which the Annual Bonus or portion thereof is earned. For the initial Fiscal Year during the Consulting Period, the Annual Bonus, if any, shall be prorated from August 1, 2007.”

2. Effect of Amendments. Except as specifically amended hereby, the Agreement shall continue in full force and effect. This Amendment shall not itself be amended, except as part of any future amendment to the Agreement effected in accordance with the terms thereof. The terms of this Amendment may be reflected in an amended and restated agreement upon approval and execution hereof.

3. Further Assurances. Each party agrees to execute and deliver such other documents and to do such other acts and things as any other party may reasonably request from time to time for the purpose of carrying out the intent of this Amendment.

[signature page follows]

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IN WITNESS WHEREOF, the undersigned have executed this Amendment effective as of the date set forth above.

TOWER AUTOMOTIVE, LLC
By:	/s/ Mark Malcolm
	Name: Mark Malcolm
	Title: President & CEO
MGT4VALUE LLC
By:	/s/ Larry Schwentor
	Name: Larry Schwentor
	Title: President & CEO
CONSULTANT:
/s/ Larry Schwentor
Larry Schwentor

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SERVICE AGREEMENT

SERVICE AGREEMENT (the “Agreement”), dated as of August 1, 2007, between TOWER AUTOMOTIVE LLC (the “Company”), Larry Schwentor (the “Consultant”) and MGT4VALUE LLC (“MGT4VALUE”).

RECITALS

The Company agrees to retain MGT4VALUE to provide certain services as set forth in this Agreement.

MGT4VALUE agrees to make available the Consultant to provide the services under this Agreement and the Consultant agrees to provide such services.

The Company agrees to retain the Consultant (i) as a member of the board of managers of each of the other Tower Companies (as defined below), (ii) to serve as a member of the Audit Committee of the Board, (iii) to provide financial management services to the Tower Companies and (iv) to provide operational and financial management services to the Company as requested by the Board, the Chief Executive Officer and the Chairman of the Company. In addition, during the Consulting Period, the Consultant shall perform such duties as are assigned or delegated to the Consultant by the Board and/or other appropriate officers of the Company which are consistent with the scope of the Consultant’s position, duties and responsibilities.

AGREEMENT

In consideration of the premises and the mutual covenants and the agreements herein set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Section 1. Definitions. For purposes of this Agreement, the following terms have the meanings specified or referred to in this Section 1:

“Affiliate” of a Person means any other Person that directly or indirectly controls, is controlled by, or is under common control with, the Person. With respect to a natural person, such natural person’s Affiliates shall also include such natural person’s spouse, and their siblings, parents and lineal descendants.

“Annual Bonus” has the meaning stated in Section 3(c).

“Board” means the Board of Managers of Tower Automotive, LLC as in existence from time to time.

“Cause” means any of the following (as determined by the Board):

(a) MGT4VALUE’s or the Consultant’s material (i) breach of this Agreement, (ii) failure to perform their respective duties hereunder, or (iii) failure to follow the lawful instructions of the Board, “Cerberus” (as defined below) and/or the appropriate officers of the Company, to the extent consistent with the terms of this Agreement;

(b) willful misconduct or gross negligence by MGT4VALUE and/or the Consultant in connection with the performance of their duties hereunder;

(c) MGT4VALUE’s or the Consultant’s (i) conviction of, the indictment for (or its procedural equivalent), or the entering of a guilty plea or plea of no contest with respect to, a felony, or the equivalent thereof, or (ii) conviction of or the entering of a guilty plea or plea of no contest with respect to any other crime with respect to which imprisonment is a possible punishment;

(d) any other act on the part of MGT4VALUE or the Consultant involving dishonesty toward Cerberus, the Company or any of the Tower Companies;

(e) any act of fraud or embezzlement in respect of Cerberus, the Company or any of the Tower Companies or their funds, properties or assets;

(f) MGT4VALUE’s or the Consultant’s (i) making disparaging, derogatory or detrimental comments about Cerberus or any of its directors, officers or employees, or any customer or client or other Person having a business relationship with Cerberus, (ii) slandering of any member, manager, officer or employee of the Company or any of the Tower Companies, or any customer or client or other Person having a business relationship with the Company or any of the Tower Companies, or (iii) engaging in a pattern of conduct which is detrimental to Cerberus, the Company, any of the Tower Companies or their reputation; or

(g) the Consultant’s abuse of, or addiction to, drugs or alcohol or reporting to work or performing the Consultant’s duties hereunder under the influence of drugs or alcohol.

“Cerberus” means Cerberus Capital Management, L.P.

“Company Business” means on site at (a) the Company or any of the Tower Companies, (b) any Company supplier or customer location, or (c) any trade event or other Company-related business travel,

“Competing Business” means any business whose primary products, services or activities (including, without limitation, products, services or activities in the planning or development stage during the Non-Compete Period) compete, directly or indirectly, in whole or in part, with one or more of the products, services or activities (including, without limitation, products, services or activities in the planning or development stage during the Non-Compete Period) produced, provided, or engaged in by the Company or any of the Tower Companies at any time during the Non-Compete Period, except in the case where such business reflects less than $10,000,000 per year of annual revenue.

“Confidential Information” means all information, data, agreements, documents, reports, “know-how”, interpretations, plans, studies, forecasts, projections and records (whether in oral or written form, electronically stored or otherwise) containing or otherwise reflecting information concerning the Company, any of the Tower Companies, their respective businesses

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or assets and other commercial “know-how”, trade secrets and information not available to the public generally; provided, however, that “Confidential Information” does not include information which is or becomes generally available to the public other than as a result of a disclosure by MGT4VALUE or the Consultant in violation of the provisions of this Agreement; provided also that “Confidential Information” does not include business practices and processes known by MGT4VALUE or the Consultant prior to or as a result of work unrelated to their engagement with the Company hereunder.

“Consulting Fee” has the meaning stated in Section 3(a). “Consulting Period” has the meaning stated in Section 2(b). “Disability Notice” has the meaning stated in Section 4(b). “Disabled” has the meaning stated in Section 4(b).

“Consulting Period” has the meaning stated in Section 2(b).

“Disability Notice” has the meaning stated in Section 4(b).

“Disabled” has the meaning stated in Section 4(b).

“EBITDA” for any Fiscal Year means the Company’s and the Tower Companies’ earnings before interest, taxes, depreciation and amortization for such Fiscal Year, calculated in accordance with generally accepted accounting principles, consistently applied, as determined by the Board in good faith, with adjustments as determined by the Board for non-recurring transaction and financing costs, non-cash restructuring and other costs (excluding non-cash charges that will result in future cash expenditures).

“Effective Date” means August 1, 2007.

“Fiscal Year” means the Company’s fiscal year, as it exists on the Effective Date or as changed from time to time.

“Involuntary Termination” has the meaning stated in Section 4(b).

“Liquidation Event” means any of the following, in each instance (in one or more transactions): (i) a liquidation, dissolution, or winding up of the Company; (ii) a sale of all or substantially all of the assets of the Company to an unrelated third party including an initial public offering; (iii) a merger, acquisition, consolidation, or similar business combination, or sale of membership interests in the Company, in which members of the Company immediately prior to such event have received consideration for no less than half of their membership interests in the Company, or (iv) a recapitalization, reorganization, reclassification, or other similar transaction in which the Company receives proceeds from a financing for the purpose of distributing such proceeds to the members of the Company. The Liquidation Event shall occur on the date of the closing of the transaction (such date being the “Liquidation Event Date”) referred to in (i), (ii, (iii) or (iv) above.

“Permitted Activities” has the meaning stated in Section 2(c)(iii).

“Person” means any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, or governmental body.

“Portfolio Company” means any Person in which Cerberus or any of its Affiliates has made an investment.

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“Termination for Cause” has the meaning stated in Section 4(a). “Termination Without Cause” has the meaning stated in Section 4(c).

“Termination Without Cause” has the meaning stated in Section 4(c).

“Tower Companies” means Tower Automotive Operations USA I, LLC, Tower Automotive Operations USA II, LLC and all of their direct and indirect subsidiaries.

Section 2. Consulting Term and Duties.

(a) Engagement. The Company hereby retains the MGT4VALUE, and MGT4VALUE hereby agrees to be retained by the Company, upon the terms and subject to the conditions set forth in this Agreement.

(b) MGT4VALUE’s Representative. The Parties agree that the Consultant will be assigned by MGT4VALUE to perform the services set forth in this Agreement on behalf of MGT4VALUE as MGT4VALUE’s sole representative throughout the Consulting Period (as defined below) and no other MGT4VALUE representative shall be assigned to provide the services. MGT4VALUE and the Consultant represent and warrant that the Consultant (i) owns, and at all times during the Consulting Period shall own, 1 00% of the outstanding membership interests in MGT4VALUE, and (ii) is, and at all times during the Consulting Period, shall be the sole managing member or manager of MGT4VALUE.

(c) Term. Subject to earlier termination as provided in Section 4, the term of MGT4VALUE’s engagement under this Agreement (the “Consulting Period”) will commence on the Effective Date and terminate on the second annual anniversary of the Effective Date; provided, however, that the Consulting Period will extend automatically for successive periods of one year unless either MGT4VALUE or the Company delivers a written notice of termination to the other no later than 30 days prior to the expiration of the then applicable Consulting Period; provided, further, however, that this Agreement shall terminate on the Liquidation Event Date for the first Liquidation Event (except for item (iv) under the definition of Liquidation Event) to occur after the Effective Date.

(d) Duties; Devotion; Other Business Activities.

(i) Duties. During the Consulting Period, the Consultant will (A) serve as a member of the board of managers of each of the other Tower Companies, (B) serve as a member of the Audit Committee of the Board (C) provide financial management services to the Tower Companies and (D) provide operational and financial management services to the Company as requested by the Board, the Chief Executive Officer and the Chairman of the Company. In addition, during the Consulting Period, the Consultant shall perform such duties as are assigned or delegated to the Consultant by the Board and/or other appropriate officers of the Company which are consistent with the terms of this Agreement and the scope of the Consultant’s position, duties and responsibilities hereunder. After the Consulting Period, at the request of Cerberus, Consultant may remain a member of the Board and/or the board of the other Tower Companies, which continued board service, if requested by Cerberus and accepted by Consultant, shall be subject to the terms of this Agreement as may be modified or amended by written agreement.

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(ii) Devotion. The Consultant agrees to (A) consistent with the terms of this Agreement, devote the Consultant’s business time, attention, skill, and energy to the business of the Company and the Tower Companies, (B) use the Consultant’s best efforts to promote the success of the Company’s and the Tower Companies’ businesses in accordance with all applicable laws, and (C) cooperate fully with the Board and the Company in the advancement of the best interests of the Company and the Tower Companies; provided, however, that notwithstanding the foregoing, the Consultant shall not be required (1) during the first year of the Consulting Period, to spend more than two (2) weeks of his business time out of each calendar month on Company Business, and (II) after such first year, to spend more than one (1) week of his business time out of each calendar month on Company Business.

(iii) Other Business Activities. During the Consulting Period, MGT4VALUE and the Consultant may accept other engagements, provided however that MGT4VALUE and Consultant will discuss with Cerberus such other engagements prior to accepting them (unless such other engagements are with another Portfolio Company, including but not limited to, Pegufonn GmbH and its Affiliates) and provided further that MGT4VALUE and Consultant shall not accept any other engagements that would require a full-time commitment on the part of MGT4VALUE and Consultant (“Permitted Activities”). Notwithstanding the foregoing, the Consultant may serve as a member of a board for up to three (3) other companies that are not Portfolio Companies so long as such other engagement(s) require(s) no more than six (6) meetings each per year or as otherwise reasonably agreed to by Cerberus.

Section 3. Compensation.

(a) Consulting Fee. During the Consulting Period, MGT4VALUE will be paid a consulting fee of $400,000 on an annualized basis (the “Consulting Fee”) for the services of Consultant, which Consulting Fee will be payable in equal monthly installments.

(b) Annual Bonus. In addition, for each Fiscal Year (or portion thereof) during the Consulting Period, MGT4VALUE shall be eligible to receive an annual variable bonus payment with a target gross amount of 100% of the annual Consulting Fee paid (the “Annual Bonus”).

The precise amount of the Annual Bonus shall be based on the operational performance of the Company and the Tower Companies and be subject to the achievement of budgeted EBITDA and debt reduction targets as set by the Board at the beginning of each Fiscal Year. If such targets are fully achieved, MGT4VALUE shall be entitled to 100% of the Annual Bonus. In case the targets are under-achieved or over-achieved, the Annual Bonus shall be reduced or increased, as the case may be. The formula for calculating the precise bonus payment shall be determined by the Board or any committee thereof designated by the Board for such purpose in consultation with MGT4VALUE. The Annual Bonus payment shall be due on the earlier of (i) thirty days after the approval by the Board of the consolidated financial statements of the Company and the Tower Companies, and (ii) the date on which the Company pays annual bonuses to other members of management. In no event shall the Annual Bonus or portion thereof, be paid later than March 15 of the calendar year following the year in which the Annual Bonus or portion thereof is earned. For the current Fiscal Year, the Annual Bonus, if any, shall be prorated from August 1, 2007.

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(c) Equity Incentive. Subject to the MGT4VALUE’s execution of the Unit Award Agreement attached hereto as Exhibit A, MGT4VALUE shall be awarded 150 Units of Tower Automotive Management, LLC pursuant to the Tower Automotive Management, LLC 2007 Management Incentive Plan (the “M1P”). The terms and conditions of such Units shall be subject to the terms of the MIP and such Unit Award Agreement.

(d) Reimbursement of Expenses. During the Consulting Period, the Company will reimburse MGT4VALUE for all reasonable and necessary out-of-pocket traveling and other expenses incurred by MGT4VALUE or the Consultant for or on behalf of the Company and the Tower Companies, in the performance of MGT4VALUE’s or the Consultant’s duties under this Agreement, including, travel back and forth to the Company and first class airline travel for domestic and international flights; provided, however, that as a condition to the Company’s obligation to reimburse MGT4VALUE as provided above, MGT4VALUE must file reasonably detailed expense reports with respect to such expenses.

(e) Reimbursement of Tax and Legal Expenses. During the Consulting Period, the Company will reimburse MGT4VALUE for all tax and legal expenses incurred by MGT4VALUE in connection with this Agreement and MGT4VALUE’s provision of services under this Agreement, in an aggregate amount not to exceed $10,000; provided, however, that as a condition to the Company’s obligation to reimburse MGT4VALUE as provided above, MGT4VALUE must provide the Company with reasonably detailed expense reports with respect to such expenses. To the extent that the services subject to this Agreement are subject to sales or use taxes, the Company agrees to either pay such taxes to the Consultant for remittance by the Consultant to the proper tax authorities or to remit such taxes directly to the proper tax authorities to the extent that the Company is permitted to remit such taxes under applicable law.

(f) D&O Insurance. During the Consulting Period, the Company will obtain and maintain, at the Company’s sole cost and expense, D&O insurance coverage for the benefit of the managers and officers of the Company and the Tower Companies in an aggregate amount of not less than $25,000,000.

(g) Independent Contractor. MGT4VALUE shall serve as an independent contractor to the Company and as such shall be responsible for all tax payments, estimated tax payments or other tax liabilities, as required for MGT4VALUE. MGT4VALUE hereby expressly acknowledges and agrees that (i) its employees and agents, including, without limitation, the Consultant are independent contractors and are not employees of the Company or the Tower Companies, and (ii) neither this Agreement nor any action taken pursuant to this Agreement shall constitute or be evidence of any agreement or understanding, express or implied, that MGT4VALUE or the Consultant is an employee of, or has any rights as an employee of, the Company or the Tower Companies. The Company shall carry no worker’s compensation insurance or any health or accident insurance to cover MGT4VALUE or the Consultant. The Company shall not pay any contributions to Social Security, unemployment insurance, federal or state withholding taxes, or provide any other contributions or benefits which might be expected in an employer-employee relationship and MGT4VALUE expressly waives any right to such participation or coverage. By executing this Agreement, MGT4VALUE agrees that it shall make

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such contributions, pay all applicable taxes and bear sole responsibility for payment of compensation to its employees and agents (including the Consultant) and hereby indemnifies and holds harmless the Company for any costs, fees, damages or penalties assessed against Company by virtue of MGT4VALUE’s or Consultant’s failure to make such contributions or payments. MGT4VALUE represents and warrants that it shall comply with all applicable U.S. immigration laws, rules and regulations with respect to the Consultant and any other employees and agents of MGT4VALUE.

Section 4. Termination of Engagement.

(a) Termination for Cause and Voluntary Termination.

(i) Termination for Cause. The Company may terminate MGT4VALUE’s engagement hereunder at any time for Cause (a “Termination for Cause”) immediately upon giving MGT4VALUE written notice of such termination.

(ii) Effects of Termination for Cause or a Voluntary Termination. If MGT4VALUE’s engagement is terminated pursuant to a Termination for Cause or is voluntarily terminated by MGT4VALUE, the Company will only be required to pay to MGT4VALUE (A) the earned but unpaid portion of the Consulting Fee accrued through the date of such termination, (B) the unpaid Annual Bonus, if any, for the prior Fiscal Year in accordance with the terms of Section 3(b), and (C) the costs and expenses of MGT4VALUE or the Consultant as described in Sections (3)(d) and (e) that are incurred but unpaid as of the termination date. No prorated Annual Bonus shall be paid in the event of a Termination for Cause or a voluntary termination by MGT4VALUE. In addition, the Company shall maintain the D&O insurance pursuant to Section 3(f) hereof for liability with respect to acts and omissions that occurred on or prior to the termination date.

(iii) No Other Obligations. In the event that MGT4VALUE’s engagement is terminated pursuant to a Termination for Cause or is voluntarily terminated by MGT4VALUE, the Company will not have any further obligations to MGT4VALUE (or the Consultant), except for (A) the payments referred to in Section 4(a)(ii) above, (B) obligations expressly required by any other written agreement between MGT4VALUE and the Company, and (C) obligations of the Company that may arise from the Company’s enforcement of the provisions of Section 5 of this Agreement after the termination date.

(b) Involuntary Termination.

(i) Procedure. At any time during the Consulting Period, if the Consultant becomes Disabled, the Company may, by delivering a written notice to MGT4VALUE (a “Disability Notice”), immediately terminate MGT4VALUE’s engagement. In addition, MGT4VALUE’s engagement hereunder will terminate automatically upon the Consultant’s death (any termination of MGT4VALUE’s engagement due to the Consultant becoming Disabled or the Consultant’s death being referred to in this Agreement as an “Involuntary Termination”).

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(ii) Determination of Whether the Consultant is Disabled.

(A) The term “Disabled” -means that the Consultant has become incapacitated or disabled by accident, sickness or otherwise so as to render the Consultant unable to perform the Consultant’s duties under this Agreement for a period of 60 consecutive calendar days, or 90 calendar days during any 12-month period.

(B) In the case of a medical disability or incapacity, the determination of whether the Consultant is Disabled will be made by a medical doctor selected by the Board (which doctor must be reasonably satisfactory to the Consultant). The Consultant hereby agrees to make the Consultant and the Consultant’s medical records available for a reasonable number of examinations by any such medical doctor. In addition, the Consultant hereby authorizes the disclosure and release to the Company and such doctors of the Consultant’s medical records and any determination that the Consultant is or is not Disabled. The Company agrees to keep all such medical records and determinations confidential, except (1) to the extent required in connection with any legal proceeding relating to this Agreement, or (II) as may be required by law.

(iii) Effects of Termination. If MGT4VALUE’s engagement is terminated pursuant to an Involuntary Termination, the Company will only be required to pay to MGT4VALUE (A) the earned but unpaid portion of the Consulting Fee accrued through the date of such termination, plus, in the event of an Involuntary Termination not involving the Consultant’s death, Consulting Fee for the period, if any, beginning on the date of such termination and ending on the date which is three months after the date of such termination, (B) the unpaid Annual Bonus, if any, for the prior Fiscal Year in accordance with the terms of Section 3(b), (C) a pro rata portion (based on the number of days elapsed of the Fiscal Year in which such termination occurs) of the Annual Bonus, if any, for the Fiscal Year in which such termination occurs in accordance with the terms of Section 3(b), and (D) the costs and expenses of MGT4VALUE or the Consultant as described in Sections (3)(d) and (e) that are incurred but unpaid as of the termination date. In addition, the Company shall maintain the D&O insurance pursuant to Section 3(f) hereof for liability with respect to acts and omissions that occurred on or prior to the termination date.

(iv) No Other Obligations. In the event that the Consultant’s engagement is terminated pursuant to an Involuntary Termination, the Company will not have any further obligation to the Consultant, except for (A) the payments referred to in Section 4(b)(iii) above, (B) obligations expressly required by any other written agreement between MGT4VALUE and the Company, (C) the Company’s obligation to maintain the confidentiality of the Consultant’s medical records as provided in Section 4(b)(ii) above, and (D) obligations of the Company that may arise from the Company’s enforcement of the provisions of Section 5 of this Agreement after the termination date.

(c) Termination Without Cause.

(i) Procedure. The Company may terminate MGT4VALUE’s engagement at any time without Cause (a “Termination Without Cause”) upon giving MGT4VALUE written notice of such termination at least 7 calendar days prior to the effective

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date of such termination; provided, however, that immediately upon the Company’s delivery of such notice to MGT4VALUE, the Consultant shall no longer be entitled to (A) enter the Company’s or any Tower Company’s premises, (B) have access to any of the Company’s or any Tower Company’s books, records or properties or assets, or (C) take any action for or on behalf of the Company or any of the Tower Companies; provided, further, however, that the Consultant shall be entitled to return to the Company’s or a Tower Company’s premises under the supervision of a authorized Company employee to collect the Consultant’s personal items.

(ii) Effects of Termination. If MGT4VALUE’s engagement is terminated pursuant to a Termination Without Cause, the Company will only be required to pay MGT4VALUE (A) the earned but unpaid portion of the Consulting Fee accrued through the date of such termination, plus Consulting Fee for the remainder of the then existing term of this Agreement; provided, however, that MGT4VALUE shall not be entitled to extend the term of this Agreement pursuant to Section 2(c) from and after the date on which a Termination Without Cause shall occur, (B) the unpaid Annual Bonus, if any, for the prior Fiscal Year in accordance with the terms of Section 3(b), (C) a pro rata portion (based on the number of days elapsed of the Fiscal Year in which such termination occurs) of the Annual Bonus, if any, for the calendar year in which such termination occurs in accordance with the terms of Section 3(b), and (D) the costs and expenses of MGT4VALUE or the Consultant as described in Sections (3)(c) and (d) that are incurred but unpaid as of the termination date. In addition, the Company shall maintain the DSz.0 insurance pursuant to Section 3(f) hereof for liability with respect to acts and omissions that occurred on or prior to the termination date. The Board will take into consideration the reasons, if any, for a Termination Without Cause and may in its sole and absolute discretion allow for additional benefits/compensation to MGT4VALUE.

(iii) No Other Obligations. In the event that MGT4VALUE’s engagement is terminated pursuant to a Termination Without Cause, the Company will not have any further obligation to MGT4VALUE (or Consultant), except for (A) the payments referred to in Section 4(c)(ii) above, (B) obligations expressly required by any other written agreement between MGT4VALUE and the Company, and (C) obligations of the Company that may arise from the Company’s enforcement of the provisions of Section 5 of this Agreement after the termination date.

(d) Termination as a result of the end of the Term

(i) Procedure. MGT4VALUE’s engagement may be termination by either party at the end of the Consulting Period pursuant to the terms of Section 2(c).

(ii) Effects of Termination. In the event the initial Consulting Period or any extended term of the Consulting Period ends pursuant to Section 2(c) other than as a result of earlier termination under Section 4 (in which event the terms of Sections 4(a), (b), or (c), as applicable, shall govern payments due to MGT4VALT_TE), the Company will only be required to pay to MGT4VALUE (A) the earned but unpaid portion of the Consulting Fee accrued through the date of such termination, (B) the unpaid Annual Bonus, if any, for the prior Fiscal Year in accordance with the terms of Section 3(b), (C) a pro rata portion of the Annual Bonus, if any, for the Fiscal Year in which the Consulting Period ends (based on the number of days elapsed in the calendar year in which the Consulting Period ends) in accordance with the terms

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of Section 3(b), and (D) the costs and expenses of MGT4VALUE or the Consultant as described in Sections (3)(d) and (e) that are incurred but unpaid as of the termination date. In addition, the Company shall maintain the D&O insurance pursuant to Section 3(e) hereof for liability with respect to acts and omissions that occurred on or prior to the termination date. The Board will take into consideration the reasons, if any, for a termination as a result of the end of the Consulting Period (or any extensions thereof) and may in its sole and absolute discretion allow for additional benefits/compensation to MGT4VALUE.

(iii) No Other Obligations. In the event that MGT4VALUE’s engagement terminates due to expiration of the Consulting Period pursuant to Section 2(c), the Company will not have any further obligation to MGT4VALUE (or Consultant), except for (A) the payments referred to in Section 4(d)(ii) above, (B) obligations expressly required by any other written agreement between MGT4VALUE and the Company, and (C) obligations of the Company that may arise from the Company’s enforcement of the provisions of Section 5 of this Agreement after the termination date.

(e) Limitation of Claims. Upon the termination of MGT4VALUE’s engagement with the Company for any reason, MGT4VALUE, the Consultant, or the Consultant’s estate will not have any rights or claims against the Company under this Agreement other than the rights or claims expressly provided by this Section 4. MGT4VALUE and the Consultant hereby waive, to the extent permitted by law, all other rights and claims MGT4VALUE, the Consultant, or the Consultant’s estate now has or may have at law or in equity against the Company and its members, managers, officers, employees and agents if the termination is or may be wrongful under applicable law or public policy; provided, however, that in the event of a Termination for Cause, MGT4VALUE will be entitled to dispute whether grounds exist for such a Termination for Cause.

Section 5. Confidentiality; Non-Competition and Non-Solicitation.

(a) General Acknowledgment. In order to induce the Company to enter into this Agreement, MGT4VALUE and the Consultant (i) agree to be bound by the terms and provisions of this Section, (ii) agree, represent and wan-ant that MGT4VALUE and the Consultant have read and given careful consideration to all of the terms and provisions of this Section, and agree that the terms and provisions of this Section are reasonable with respect to the subject matter thereof and necessary for the reasonable and proper protection of the Confidential Information, legitimate business interests and goodwill of the Company and its Affiliates, and (iii) acknowledge that the Company agreed to enter into this Agreement in reliance on the representations, agreements and covenants of MGT4VALUE and the Consultant to abide by and be bound by the terms and provisions of this Section.

(b) Confidentiality. (i) MGT4VALUE and the Consultant acknowledge that (A) during the Consulting Period and as a part of MGT4VALUE’s engagement hereunder, MGT4VALUE and the Consultant will be afforded access to Confidential Information and (B) disclosure of such Confidential Information could have an adverse effect on the Company, its Affiliates and their respective interests and businesses.

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(ii) MGT4VALUE and the Consultant agree that during the Consulting Period and thereafter, they will not, directly or indirectly, disclose, reveal, divulge, publish or otherwise make known to any Person or use any Confidential information for any reason or purpose whatsoever, except for the proper discharge of MGT4VALUE’s and the Consultant’s duties to the Company under this Agreement.

(iii) Notwithstanding the foregoing provisions, if MGT4VALUE or the Consultant is required to disclose any Confidential Information pursuant to any applicable law, rule or regulation or a subpoena or court order by a court of competent jurisdiction, MGT4VALUE or the Consultant will promptly notify the Company of any such requirement so that the Company may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. MGT4VALUE and the Consultant will reasonably cooperate with the Company to obtain such a protective order or other remedy. If such order or other remedy is not obtained, or the Company waives compliance with the provisions of this Agreement, MGT4VALUE and the Consultant will disclose only that portion of the Confidential Information which MGT4VALUE or the Consultant is advised by counsel that MGT4VALUE or the Consultant is legally required to so disclose and will exercise commercially reasonable efforts to obtain assurance that confidential treatment will be accorded the information so disclosed.

(c) Non-Competition and Non-Solicitation. (i) MGT4VALUE and the Consultant understand and acknowledge that (A) the services to be performed by MGT4VALUE and the Consultant under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character, (B) the Company’s business is international in scope, (C) the Company competes with other businesses that are or could be located worldwide, and (D) the restrictions set forth in this Section may limit MGT4VALUE’s and the Consultant’s ability to cam a livelihood in a business which directly or indirectly competes with the Company, but MGT4VALUE and the Consultant nevertheless believe that MGT4VALUE and the Consultant have received and will under this Agreement receive sufficient consideration to clearly justify restrictions which, in any event, given the Consultant’s education, skills and ability, MGT4VALUE and the Consultant do not believe would prevent MGT4VALUE and the Consultant from earning a living.

(ii) Non-Competition. MGT4VALUE and the consultant agree that during the Non-Compete Period (as defined below), MGT4VALUE and the Consultant will not engage, or assist any Person in engaging, either directly or indirectly, individually, or as a director, officer, employee, shareholder, manager, member, partner, owner, agent, consultant, investor, lender or principal, or in any other capacity, in any Competing Business; provided, however, that the passive ownership by MGT4VALUE or the Consultant of not more than 1.0% of any class of equity securities of any corporation that engages in a Competing Business, if such equity securities are listed on a national securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended, will not be deemed to be a breach of this Section. Notwithstanding any provision of this Agreement to the contrary, the Company shall have the right, at any time, in its sole discretion, to waive any or all of the provisions of this Section 5.

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(iii) Non-Solicitation. MGT4VALUE and the Consultant agree that during the Non-Compete Period, MGT4VALUE and the Consultant will not in any manner, directly or indirectly:

(A) solicit, hire, induce or attempt to induce, or assist others to solicit, hire, induce or attempt to induce, any employee, contractor, consultant or agent of the Company or any of the Tower Companies to either (I) leave or terminate his or her employment, consulting or other position or business relationship with the Company or any of the Tower Companies, or (II) breach his or her employment, consulting or other agreement with the Company or any of the Tower Companies; provided, however, that the foregoing provision will not prohibit MGT4VALUE or the Consultant from hiring any such employee, contractor, consultant or agent through general advertising that is not targeted directly at the Company or any of the Tower Companies; or

(B) solicit, induce or attempt to induce or assist others to solicit, induce or attempt to induce any customer, supplier, contractor or client associated with the Company’s or the Tower Companies’ businesses to terminate its, his or her business relationship or association with the Company or the Tower Companies or in any manner, directly or indirectly, interfere with any business relationship between the Company or a Tower Company and any such Person.

(d) Non-Compete Period. The term “Non-Compete Period” means the period beginning on the date of this Agreement and shall continue for the longer of (i) one year following the date of the termination of MGT4VALUE’s engagement under this Agreement, and (ii) the date on which the Company ceases to make post-termination payments to MGT4VALUE.

(e) Enforcement. Notwithstanding any other provision of this Agreement, if, at the time of enforcement of any provision of this Section, a court should hold that the duration or scope restrictions stated herein are unreasonable or unenforceable under circumstances then existing, the parties agree that the maximum duration or scope permitted by the applicable law under such circumstances will be substituted for the stated duration or scope. Whenever possible, each provision of this Section will be interpreted in such manner as to be effective and valid under applicable law. If the Agreement is held unenforceable to any extent in any jurisdiction, such holding will not impair the enforceability of the Agreement in any other jurisdiction.

(f) Notice of New Engagement or Employment. MGT4VALUE and the Consultant will, while the covenants under this Section are in effect, give written notice to the Company, within ten days after accepting any other employment, consulting, contractor or agency position, of the identity of MGT4VALUE’s or the Consultant’s employer or contracting party. During the Non-Compete Period, the Company may notify such employer or contracting party that MGT4VALUE and the Consultant are bound by this Section and, at the Company’s election, furnish such employer or contracting party with a copy of this Section.

(g) Covenants Are Essential and Independent Covenants. The covenants by MGT4VALUE and the Consultant in this Section are essential elements of this Agreement, and without MGT4VALUE’s and the Consultant’s agreement to comply with such covenants, the Company would not have entered into this Agreement or engaged MGT4VALUE. The

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Company, MGT4VALUE, and the Consultant have independently consulted their respective counsel and have been advised in all respects concerning the reasonableness and propriety of such covenants, with specific regard to the nature of the business conducted by the Company and its Affiliates.

Section 6. Indemnification. In the event MGT4VALUE or the Consultant is made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action, suit, proceeding, claim or counterclaim by the Company, any of the Tower Companies or any of their Affiliates against the Consultant) by reason of the fact that (i) MGT4VALUE or the Consultant is or was performing services under this Agreement or (ii) the Consultant is or was an officer, director or employee of the Company or any of the Tower Companies at the direction or request of the Company, then the Company shall, and shall cause the Tower Companies to, indemnify, hold harmless and defend MGT4VALUE and/or the Consultant against all expenses (including reasonable attorney’s fees and expenses), judgments, fines and amounts paid in settlement, as actually and reasonably incurred by MGT4VALUE and/or the Consultant (“Losses”), in connection therewith, provided, however, that:

(a) such indemnification shall not cover any act or omission by MGT4VALUE or the Consultant not made in good faith or that results from his fraud, gross negligence or intentional misconduct or with respect to which MGT4VALUE or the Consultant has actual knowledge that such act or omission was wrongful;

(b) the Company shall not be required to indemnify, hold harmless or defend MGT4VALUE or the Consultant to the extent that the Company’s D&O insurance actually reimburses MGT4VALUE or the Consultant for Losses, so long as MGT4VALUE and the Consultant reasonably cooperate with the Company, the Tower Companies and the provider of the D&O insurance in connection with such D&O insurance, including, without limitation, in connection with the defense and/or prosecution of such claims and any counterclaims that may be available;

(c) the Company shall not be required to indemnify, hold harmless or defend MGT4VALUE or the Consultant from any Losses incurred in connection with, or otherwise related to, the breach of this Agreement or any action that would constitute Cause under this Agreement; and

(d) the Company shall not be required to indemnify, hold harmless or defend MGT4VALUE or the Consultant for any Losses incurred or sustained by MGT4VALLTE or the Consultant to the extent that it is determined (whether by a court of competent jurisdiction, settlement or otherwise) that such Losses (i) may not be indemnified under applicable law, or (ii) relate to liabilities or obligations that are owed by MGT4VALUE or the Consultant to the Company, any of the Tower Companies or any of their Affiliates.

Unless the Board reasonably believes that MGT4VALUE or the Consultant will ultimately not be entitled to indemnification under the provisions of this Agreement, the Company shall advance expenses to MGT4VALUE or the Consultant as they are incurred; provided, however, that if MGT4VALUE or the Consultant is ultimately found not to have been

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entitled to indemnification hereunder, MGT4VALUE or the Consultant shall, and hereby agree to, immediately repay to the Company all amounts advanced to MGT4VALUE or the Consultant hereunder.

Section 7. Miscellaneous.

(a) Notices. All notices, requests, demands and other communications to any party or given under this Agreement will be in writing and delivered personally, by overnight delivery or courier, by registered mail or by telecopier (with confirmation received) to the parties at the address or telecopy number specified for such parties on the signature pages hereto (or at such other address or telecopy number as may be specified by a party in writing given at least five business days prior thereto). All notices, requests, demands and other communications will be deemed delivered when actually received.

(b) Counterparts. This Agreement may be executed simultaneously in one or more counterparts, and by different parties hereto in separate counterparts, each of which when executed will be deemed an original, but all of which taken together will constitute one and the same instrument.

(c) Amendment of Agreement. This Agreement may not be amended, modified or waived except by an instrument in writing signed on behalf of each of the parties hereto.

(d) Governing Law. This Agreement will be governed by, and construed in accordance with, the laws of State of New York applicable to contracts executed in and to be performed entirely within such jurisdiction, without reference to conflicts of laws provisions.

(e) Entire Agreement. This Agreement contains and constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior negotiations, agreements and understandings, whether written or oral, of the parties hereto.

(f) Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement will nevertheless remain in full force and effect.

(g) No Third-Party Rights. This Agreement is not intended, and will not be construed, to create any rights in any parties other than MGT4VALUE, the Consultant, and the Company, and no Person may assert any rights as third-party beneficiary hereunder.

(h) Ambiguities. This Agreement was negotiated between legal counsel for the parties and any ambiguity in this Agreement will not be construed against the party who drafted this Agreement.

(i) No Waiver; Remedies. No failure or delay by any party in exercising any right, power or privilege under this Agreement will operate as a waiver of the right, power or privilege. A single or partial exercise of any right, power or privilege will not preclude any other or further exercise of the right, power or privilege or the exercise of any other right, power or privilege.

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(j) Consultant Not to Act; Board Actions. MGT4VALUE and the Consultant agree that they are not entitled to, and will not, exercise any rights of the Company under this Agreement or act for or on behalf of the Company under this Agreement. In addition, all actions to be taken, or rights to be exercised, by the Board pursuant to this Agreement will be taken by a special committee of the Board consisting solely of directors other than (i) the Consultant or any of the Consultant’s immediate family members, (ii) directors that are employees or officers of the Company or its subsidiaries, and (iii) directors that are employees, officers, directors, partners, members, managers or shareholders of any Affiliate of MGT4VALUE (other than Cerberus).

(k) Management of the Company. This Agreement will not limit in any way the Company’s discretion to manage its business as the Company and the Board, in their sole discretion, sees fit; provided, however, that this provision will in no way limit or alter the Company’s obligations under this Agreement.

(l) Enforcement. MGT4VALUE and the Consultant hereby acknowledge and agree that the provisions of this Agreement are of a special and unique nature, the loss of which cannot be accurately compensated for in damages by an action at law, and that the breach or threatened breach of the provisions of this Agreement by MGT4VALUE or the Consultant would cause the Company irreparable harm and that money damages would not be an adequate remedy for any breach or threatened breach of the provisions of this Agreement by MGT4VALUE or the Consultant. Therefore, MGT4VALUE and the Consultant hereby agree that the Company will be entitled to equitable relief, including, without limitation, an injunction or injunctions (without the requirement of posting a bond, other security or any similar requirement or proving any actual damages), to prevent breaches or threatened breaches of this Agreement by MGT4VALUE or the Consultant and to specifically enforce the terms and provisions of this Agreement, this being in addition to any other remedy to which the Company is or may be entitled at law or in equity.

[Signature Pages Follow]

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In witness whereof, the parties have executed and delivered this Service Agreement as of the date above first written above.

COMPANY:
Address for Notices:	TOWER AUTOMOTIVE, LLC
c/o Cerberus Capital Management, L.P.
299 Park Avenue, 22nd Floor
New York NY 10171	By:	/s/ Mark Malcolm
Attention: Dev Kapadia		Name: Mark Malcolm
		Title: President & CEO
Telephone No.: 212-891-2100
Facsimile No.: 212-750-5212
With a copy to:
Lowenstein Sandler PC
1251 Avenue of the Americas
New York, New York 10020
Attention: Robert G. Minion, Esq.
Telephone: (973) 597-2424
Facsimile: (973) 597-2425
MGT4VALUE:
Address for Notices:	MGT4VALUE, LLC
Attention: Larry Schwentor
2811 Tall Timbers Drive
Milford, MI 48380	By:	/s/ Larry Schwentor
Telephone No.: (248)-224-5929		Name: Larry Schwentor
Facsimile: (248) 684-2057		Title: Chief Executive Officer & Chairman
With a copy to:
Dean and Fulkerson, P.C.
Attention William Coon
801 West Big Beaver Rd
Troy, MI 48084
Telephone (248) 362-1300
Facsimile (248) 362-1358
CONSULTANT
Address for Notices:	/s/ Larry Schwentor
Attention: Larry Schwentor	Larry Schwentor, individually
2811 Tall Timbers Dr
Milford, MI 48380
Telephone No.: 248) -224-5929
Facsimile: (248) 684-2057

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With a copy to:

Dean and Fulkerson, P.C.

Attention William Coon

801 West Big Beaver Rd

Troy, MI 48084

Telephone (248) 362-1300

Facsimile (248) 362-1358

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EX-21.1

Exhibit 21.1

Subsidiaries of the Company

Tower International, Inc. had the domestic and international subsidiaries shown below as of March 3, 2010. Certain U.S. subsidiaries and international subsidiaries are not named because they were not significant in the aggregate. The parent of Tower International, Inc. is Tower International Parent, LLC.

Name of Subsidiary	Jurisdiction of Organization	Percentage Owned
U.S. Subsidiaries:
Tower Automotive Holdings I, LLC	Delaware	100	%
Tower Automotive Holdings IV, LLC	Delaware	100	%
Tower Automotive Holdings USA, LLC	Delaware	100	%
Tower Automotive Holdings II(a), LLC	Delaware	100	%
Tower Automotive Holdings II(b), LLC	Delaware	100	%
Tower Automotive Operations USA I, LLC	Delaware	100	%
Tower Automotive Operations USA II, LLC	Delaware	100	%
Tower Automotive Operations USA III, LLC	Delaware	100	%
Tower Automotive Management, LLC1	Delaware	—
International Subsidiaries:
Tower Componentes Automotivos Ltda.	Brazil	100	%
Tower do Brasil, Ltda.	Brazil	100	%
Tower Automotive do Brasil, S.A.	Brazil	100	%
Tower Automotive Mexico, S.de R.L. de C.V.	Mexico	100	%
Tower Automotive Spain SL	Spain	100	%
Tower Automotive France SARL	France	100	%
Tower Italia S.r.L.	Italy	100	%
Tower Automotive Sud, S.r.L.	Italy	100	%
Tower Automotive S.r.L	Italy	100	%
Tower Automotive Melfi, S.r.L	Italy	100	%
Tower Automotive Umformtechnik, GmbH	Germany	100	%
Tower Automotive Holding GmbH	Germany	100	%
Tower Automotive Presswerk Zwickau GmbH	Germany	100	%
Tower Automotive Auslandsbeteiligungen GmbH	Germany	100	%
FELISSA Grundstucks Vermietungsgesellschaft mbH & Co. Objekt Duisburg KG	Germany	94	%
FELISSA Grundstucks Vermietungsgesellschaft mbH	Germany	94	%
Tower Automotive Geschaftsfuhrung GmbH	Germany	100	%
Tower Automotive Verwaltungs, GmbH i.L.	Germany	100	%
Tower Automotive Hydroforming Verwaltung GmbH i.L.	Germany	100	%
Tower Automotive Duisburg GmbH	Germany	100	%
MT Stahl Handelsgesellschaft GmbH	Germany	100	%

Name of Subsidiary	Jurisdiction of Organization	Percentage Owned
MT Stahl Handelsgesellschaft Verwaltung GmbH i.L.	Germany	100	%
Tower Automotive Polska Sp.zo.o.	Poland	100	%
Tower Automotive Belgium B.V.B.A.	Belgium	100	%
Tower Automotive Holdings VII SARL	Luxembourg	100	%
Baarn Steel B.V.	The Netherlands	100	%
Tower Automotive Holdings Asia, B.V.	The Netherlands	100	%
Tower Automotive Holdings VI B.V.	The Netherlands	100	%
Tower Automotive International Holdings B.V.	The Netherlands	100	%
Tower Automotive Holdings III Cooperatie U.A.	The Netherlands	100	%
Tower Automotive Holdings Europe, B.V.	The Netherlands	100	%
Tower Automotive Holdings V, GmbH	Switzerland	100	%
Tower Automotive A.S.	Slovakia	100	%
Tower Automotive s.r.o.	Slovakia	100	%
Seojin Industrial Co., Ltd.	Korea	100	%
TWA Wuhu	China	80	%
Changchun Tower Golden Ring Automotive Products Company, Ltd.	China	60	%
Tower Automotive Japan Co., Ltd.	Japan	100	%
Tower Automotive India Private, Ltd.	India	100	%

1 The economic ownership of Tower Automotive Management, LLC is held by certain of our senior executives. Voting control of Tower Automotive Management, LLC is held by Tower Automotive Operations USA I, LLC.

-2-

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement on Form S-1 of our report dated March 3, 2010 relating to the consolidated financial statements of Tower Automotive, LLC. and subsidiaries (the “Company”) (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the application of the purchase accounting method to account for the acquisition of Tower Automotive, Inc. and the change in the measurement date of the defined benefit plan assets and liabilities to coincide with the Company’s year end), appearing in the Prospectus, which is part of this Registration Statement, and to the reference to us under the heading “Experts” in such Prospectus.

Our audits of the consolidated financial statements referred to in our aforementioned report also included the financial statement schedule of the Company, listed in Item 16. This financial statement schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion based on our audits. In our opinion, such financial statement schedule, when considered in relation to the basic financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

/s/ Deloitte & Touche, LLP

Detroit, Michigan

March 3, 2010

1

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated April 5, 2008, with respect to the consolidated balance sheet of Metalsa, S. de R.L. and subsidiaries as of December 31, 2007, and the related consolidated statements of income, partners’ capital and comprehensive income, and cash flows for the year then ended, included herein and to the reference to our firm under the heading “Experts” in the registration statement on Form S-1 of Tower Automotive LLC to be converted as described therein to a corporation named Tower Automotive Corporation.

Our audit report refers to the adoption of provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes an Interpretation of FASB Statement No. 109, as of January 1, 2007, and to the adoption of the recognition and disclosure provisions of Statement of Financial Accounting Standard No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, as of December 31, 2007.

KPMG Cárdenas Dosal, S.C

/s/ Jaime García Garcíatorres

Jaime García Garcíatorres

Monterrey, N.L., Mexico

March 3, 2010