August 28, 2009 17672 Laurel Pork Drive N Suite 400E Mr. James C. Gouin Livonia, MI 48152Employment Agreement • March 4th, 2010 • Tower Automotive, LLC • New York
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).
AMENDMENT NO. 3 TO INTERCREDITOR AGREEMENTIntercreditor Agreement • March 4th, 2010 • Tower Automotive, LLC • New York
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.
AMENDMENT TO SERVICE AGREEMENTService Agreement • March 4th, 2010 • Tower Automotive, LLC • New York
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.
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...Loan and Guaranty Agreement • March 4th, 2010 • Tower Automotive, LLC
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.
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, 2007Asset Purchase Agreement • March 4th, 2010 • Tower Automotive, LLC • New York
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.”
AMENDMENT TO SERVICE AGREEMENTService Agreement • March 4th, 2010 • Tower Automotive, LLC • New York
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.
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 AgentFirst Lien Term Loan Security Agreement • March 4th, 2010 • Tower Automotive, LLC • New York
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”).
AMENDMENT NO. 1 TO REVOLVING CREDIT AND GUARANTY AGREEMENTRevolving Credit and Guaranty Agreement • March 4th, 2010 • Tower Automotive, LLC • New York
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”).
WAIVER AND AMENDMENT NO. 3 TO FIRST LIEN TERM LOAN AND GUARANTY AGREEMENTGuaranty Agreement • March 4th, 2010 • Tower Automotive, LLC • New York
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”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • March 4th, 2010 • Tower Automotive, LLC • New York
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.
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 AgentForeign Subsidiary Guarantee • March 4th, 2010 • Tower Automotive, LLC • New York
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.
AMENDMENT NO. 1 TO FIRST LIEN TERM LOAN AND GUARANTY AGREEMENTTower Automotive, LLC • March 4th, 2010 • New York
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”).
EMPLOYMENT AGREEMENT dated 15th February, 2000 between DR. MELEGHY GESELLSCHAFT MIT BESCHRÄNKTER HAFTUNG and DR. GYULA DE MELEGHY JR.Employment Agreement • March 4th, 2010 • Tower Automotive, LLC
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),...Credit and Guaranty Agreement • March 4th, 2010 • Tower Automotive, LLC
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.
AMENDMENT NO. 2 TO FIRST LIEN TERM LOAN AND GUARANTY AGREEMENTLien Term Loan and Guaranty Agreement • March 4th, 2010 • Tower Automotive, LLC • New York
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”).
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 AgentAbl Security Agreement • March 4th, 2010 • Tower Automotive, LLC • New York
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”).
