EXECUTION VERSION

Exhibit 10.1

FOURTH AMENDMENT TO LEASE AGREEMENT

THIS FOURTH AMENDMENT TO LEASE AGREEMENT (this “ Amendment ”) is dated May 18, 2018 (“ Effective Date ”), and is by and among MODULE (DE) LIMITED PARTNERSHIP, a Delaware limited partnership (“ Landlord ”), with an address at c/o W. P. Carey Inc., 50 Rockefeller Plaza, 2 ^nd Floor, New York, New York, 10020, and TOWER AUTOMOTIVE OPERATIONS USA I, LLC (successor in interest to Tower Automotive Products Company, Inc. and Tower Automotive Tool LLC), a Delaware limited liability company (“ Tenant ”) with its principal address at 17672 N. Laurel Park Drive, Suite 400E, Livonia, Michigan 48152. All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Lease (hereinafter defined).

W I T N E S S E T H :

WHEREAS , Landlord and Tenant entered into that certain Lease Agreement dated April 10, 2002, as amended by that certain First Amendment to Lease Agreement dated April 30, 2003, as further amended by that certain Second Amendment to Lease Agreement dated July 31, 2007, and as further amended by that Third Amendment to Lease Agreement dated May 22, 2014 (collectively the “ Lease ”) pursuant to which Landlord leased to Tenant and Tenant leased from Landlord the Auburn Premises, the Bluffton Premises, and the Milan Premises, as more specifically described in the Lease.

WHEREAS , as of the date of the Third Amendment, the Lease was terminated as to the Milan Premises;

WHEREAS , Landlord (successor-by-merger to CHASSIS (DE) LIMITED PARTNERSHIP, a Delaware limited partnership) and Tenant are parties to that certain Lease Agreement dated April 10, 2002, as amended (the “Chassis Lease”) pursuant to which Landlord leased to Tenant and Tenant leased from Landlord certain premises in Clinton Township, Michigan (the “Clinton Premises”) as more particularly described in the Chassis Lease.

WHEREAS , Landlord and Tenant desire to terminate the Chassis Lease by a separate Termination of Lease effective as of the Effective Date hereof, make the Clinton Premises part of and subject to the Lease, as more particularly set forth in this Amendment, and make other amendments and modifications to the Lease as described herein.

NOW, THEREFORE, in consideration of the mutual promises herein contained and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged and agreed to by the parties, Landlord and Tenant hereby agree as follows:

1.                Demise of Premises . Paragraph 1 of the Lease (“ Demise of Premises ”) is hereby amended and restated as follows:

“Landlord hereby demises and lets to Tenant, and Tenant hereby takes and leases from Landlord, for the term and upon the provisions hereinafter specified, the following described property (hereinafter referred to collectively as the "Leased Premises" and individually as the "Auburn Premises", the "Bluffton Premises" and the "Clinton Premises", each of which premises is more particularly described in the applicable description in Exhibit "A" attached hereto, collectively the " Land "), together with (a) the Appurtenances; (b) the buildings, structures and other improvements now or hereafter constructed on the Land (collectively, the " Improvements "); and (c) the fixtures, machinery, equipment and other property described in Exhibit "B" hereto (collectively, the " Equipment ").”

2.                Definitions . The following terms, as used in the Lease, shall have the following meanings; it being agreed that to the extent any one or more of the defined terms set forth below in this Paragraph 2 is already a defined term in the Lease, then such term as defined in the Lease shall be deemed deleted and replaced and superseded in its entirety by the definition set forth hereinbelow:

“Additional Basic Rent” is intentionally deleted and all references in the Lease to “Additional Basic Rent” shall have no force or effect.

“Basic Rent” shall mean the Auburn Basic Rent, the Bluffton Basic Rent, and the Clinton Basic Rent”.

“Basic Rent Adjustment Date” shall mean, as applicable, the Auburn Basic Rent Adjustment Date, the Bluffton Basic Rent Adjustment Date, and the Clinton Basic Rent Adjustment Date.

“Commencement Date” shall mean the commencement date of the term as applicable to the Auburn Premises, the Bluffton Premises and the Clinton Premises as set forth in Paragraph 5(a).

“Credit Agreement” shall mean that certain Amended and Restated Revolving Credit and Guaranty Agreement, dated as of April 23, 2013, and amended and restated as of March 7, 2017 and without reference to any future amendment thereto or refinancing thereof, by and among Tower Automotive Holdings USA, LLC, Tower International Inc., Tower Automotive Holdings I, LLC, Tower Automotive Holdings II(a), LLC, the subsidiary guarantors named therein, and the lenders thereto.

“Expiration Date” shall mean the expiration date as to each of the Auburn Premises, the Bluffton Premises and the Clinton Premises as set forth in Paragraph 5(a).

“Financial Ratio Tests” is intentionally deleted and all references in the Lease to “Financial Ratio Tests” shall have no force or effect.

“Fourth Amendment” shall mean the Fourth Amendment to Lease dated May 18, 2018.

“Guarantor” shall mean Tower International, Inc.

“Guaranty” shall mean that certain Guaranty and Suretyship Agreement dated as of the Effective Date of the Fourth Amendment pursuant to which Tower International Inc. guaranties and becomes surety for the obligations of Tenant under the this Lease.

“Interest Coverage Ratio" is intentionally deleted and all references in the Lease to “Interest Coverage Ratio” shall have no force or effect.

“Lease” shall mean the Lease Agreement dated April 10, 2002, as amended by that certain First Amendment to Lease Agreement dated April 30, 2003, that certain Second Amendment to Lease Agreement dated July 31, 2007, that certain Third Amendment to Lease dated May 22, 2014, and that certain Fourth Amendment to Lease dated April 30, 2018.

“Leverage Ratio” is intentionally deleted and all references in the Lease to “Leverage Ratio” shall have no force or effect.

“Leverage Test” means a test conducted four times per calendar year to determine the Total Net Leverage Ratio for purposes of determining whether or not the Initial Security Deposit (defined in Section 36(a)(i)) shall be increased.

“Related Premises” shall mean one of the Auburn Premises, the Bluffton Premises, or the Clinton Premises.

“Release Premises” shall mean the Bluffton Premises.

“Replacement Credit Agreement” shall mean shall mean any credit agreement that amends or replaces the Credit Agreement upon refinancing of the debt described in the Credit Agreement (or any Replacement Credit Agreement).

“Total Net Leverage Ratio” as defined in the Credit Agreement.

“Tower” shall mean Tower International, Inc.

3.           Term . Paragraphs 5(a) and (b) of the Lease are hereby amended and restated as follows:

“(a)     Subject to the provisions hereof, Tenant shall have and hold the Leased Premises for an initial term (the " Initial Term ") (such Initial Term, as extended or renewed in accordance with the provisions hereof, being called the " Term ") commencing on (i) April 10, 2002 for the Auburn Premises and the Bluffton Premises and (ii) the Effective Date of the Fourth Amendment (each of (i) and (ii) being the “ Commencement Date ” for the applicable leased premises) and ending on (x) April 30, 2035 for the Auburn Premises and Clinton Premises and (y) April 30, 2030 for the Bluffton Premises (each of (x) and (y) being the “ Expiration Date ” for the applicable leased premises). For purposes of clarification, the “Term” as used in this Lease shall refer to the term as applicable to each leased premises, i.e. the “Term” of the Auburn Premises commences April 10, 2002 and expires April 30, 2035, subject to extension as set forth in Paragraph 5(b), the “Term” of the Bluffton Premises commences April 10, 2002 and expires April 30, 2030, subject to extension as set forth in Paragraph 5(b) and the “Term” of the Clinton Premises commences on the Effective Date of the Fourth Amendment and expires April 30, 2035, subject to extension as set forth in Paragraph 5(b).

(b)       As long as no Event of Default exists, Tenant shall have the right to extend the Term as to each Related Premises for one (1) additional successive period of ten (10) years (a " Renewal Term "), provided that (i) Tenant shall have notified Landlord in writing at least twenty-four (24), but not more than twenty-six (26), months prior to the first day of the Renewal Term applicable to each Related Premises (" Notice of Interest to Renew ") that Tenant is interested in renewing this Lease for such Renewal Term and (ii) having given Landlord a Notice of Interest to Renew as to each Related Premises, Tenant shall have notified Landlord in writing at least eighteen (18) months prior to the first day of each Renewal Term applicable to each Related Premises (" Renewal Notice ") that Tenant is renewing this Lease for such Renewal Term as to such Related Premises, and provided further that, valid extension of this Lease as to the Auburn Premises and the Clinton Premises requires the simultaneous extension as to both the Auburn Premises and the Clinton Premises. In other words, Tenant cannot extend this Lease solely as to the Auburn Premises or the Clinton Premises but Tenant may extend this Lease as to the Bluffton Premises without extending the term of the Auburn Premises or the Clinton Premises. Any such extension of the Term shall be subject to all of the provisions of this Lease, as the same may be amended, supplemented or modified (except that Tenant shall not have the right to any further Renewal Terms with respect to such Related Premises).

4.           Premises . Exhibit A of the Lease is hereby amended by retaining Exhibit A-1 (legal description of Auburn Premises) and Exhibit A-2 (legal description of Bluffton Premises) and adding Exhibit A-3 (legal description of Clinton Premises) as shown on Schedule 1 attached hereto.

5.           Permitted Encumbrances . Exhibit “C” of the Lease is hereby amended by the deletion of the phrase “Intentionally omitted” and the insertion of page “C-4” in the form set forth on Schedule 2 attached hereto.

6.           Basic Rent . Exhibit “D” of the Lease (as modified by the Second Amendment to Lease and the Third Amendment to Lease) is hereby deleted in its entirety and replaced with the form of Exhibit “D” attached hereto as Schedule 3.

7.           Acquisition Cost . Exhibit “E” of the Lease (“Acquisition Cost”) hereby is deleted in its entirety and is replaced with Exhibit “E” attached hereto.

8.           Removal of Percentage Allocation .

9.           Floor Net Sale Prices . Exhibit “H” referenced in the Second Amendment to Lease (which should have been Exhibit “I” as noted below) is hereby deleted in its entirety and replaced with the attached Exhibit “I” described in Schedule 6 attached hereto and made a part hereof. [Note: The First Amendment to Lease added an Exhibit “H” (plans and specs for the Bluffton expansion. Therefore, the next exhibit should be Exhibit “I”]

10.               Insurance . Paragraph 16 of the Lease is deleted in its entirety and replaced with a new Paragraph 16 (Insurance) as set forth on Schedule 4 attached hereto.

11.               Option to Cause Purchase . Paragraph 33(a) of the Lease (as modified by the Second Amendment to Lease) is hereby deleted in its entirety and replaced with a new Paragraph 33(a) which is set forth on Schedule 5 attached hereto and made a part hereof.

12.               Security Deposit . Paragraph 36(a)(i) is hereby deleted in its entirety and replaced with the following new Paragraph 36(a)(i):

13.               Bifurcation . From and after the date of this Fourth Amendment, Landlord shall have the right to bifurcate the Lease, subject to Tenant’s reasonable approval as to the form of such bifurcated lease (or leases).

14.               Broker . Landlord and Tenant each warrants and represents that it has not dealt with any real estate broker or agent in connection with this Fourth Amendment or its negotiation except for Advocate Commercial Real Estate Advisors of Michigan, LLC. representing Tenant (the “ Broker ”). Tenant shall indemnify and hold Landlord and the Leased Premises harmless from any cost, expense or liability (including costs of suit and attorneys’ fees and costs) for an compensation, commission or fees claimed by any real estate broker or agent other than the Broker in connection with this Lease or its negotiation based upon any act or statement of Tenant. Landlord warrants and represents to Tenant that it has not dealt with any real estate broker or agent in connection with this Lease or its negotiation. Landlord shall indemnify and hold Tenant harmless from any cost, expense or liability (including without limitation costs of suit and attorneys’ fees and costs) for any compensation, commission or fees claimed by any real estate broker or agent other than the Broker in connection with this Lease or its negotiation based upon any act or statement of Landlord. Landlord shall pay any compensation, commissions or fees due to the Broker in connection with this Lease pursuant to a separate written agreement between Landlord and the Broker.

15.               Modification . The terms and conditions of the Lease, as amended, are incorporated herein and made a part hereof by reference as though fully rewritten herein. Except as modified by this Amendment, the Lease, as amended, shall remain in full force and effect in accordance with the terms thereof and is hereby ratified and confirmed in all respects and shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. In the event of a conflict between the terms of the Lease and the terms of this Amendment, the terms of this Amendment shall control.

16.               Counterparts . This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all counterparts shall constitute but one (1) and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment via portable document format (.pdf) shall be effective as delivery of a manually executed counterpart of this Amendment.

17.               Entire Agreement . This Amendment and the Lease together contain the entire understanding of the parties hereto and supersedes all prior agreements and understandings, if any, relating to the subject matter hereof or thereof. Any guarantees, promises, representations or warranties not herein or therein contained and hereinafter made shall have no force and effect unless in writing, and executed by the party or parties making such guarantees, promises, representations or warranties. Neither this Amendment nor the Lease nor any portion or provisions hereof or thereof may be amended, cancelled, changed, discharged, modified, supplemented, terminated or waived orally or by any course of dealing or in any manner other than by an agreement in writing, signed by the party to be charged.

18.               Binding Agreement . This Amendment shall not be binding upon Landlord and Tenant until executed and delivered by both Landlord and Tenant and until Guarantor has delivered its Guaranty and Suretyship Agreement.

19.               Enforceability . If any provision of this Amendment or its application to any circumstance or person is invalid or unenforceable to any extent, the remainder of this Amendment, or the applicability of such provision to other circumstances or persons, shall be valid and enforceable to the fullest extent permitted by law and shall be deemed to be separate from such invalid or unenforceable provisions and shall continue in full force and effect.

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EXECUTION VERSION

IN WITNESS WHEREOF, Landlord and Tenant have caused this Amendment to be duly executed as of the day and year first above written.

SCHEDULE 1

CLINTON PREMISES

Land in the Township of Clinton, Macomb County, Michigan , described as follows:

PARCEL 1:

Part of the Northeast 1/4 of fractional Section 2 and part of fractional Section 1 , Town 2 North, Range 13 East, Clinton Township, Macomb County, Michigan, described as follows; commencing at the intersection of the North line of said fractional Section 2 and the centerline of North Avenue, said point being the Southeast corner of Section 35 , Town 3 North, Range 13East, Macomb Township, Macomb County, Michigan, thence North 88 degrees 07 minutes 43 seconds East 453. 10 feet and South 01 degrees 52 minutes 17 seconds East 60.00 feet to the point of beginning on the Southerly right of way line of Hall Road; thence North 88 degrees 07 minutes 43 seconds East 965. 92 feet; thence South 27 degrees 21 minutes 52 seconds West 739.65 feet along the Westerly right of way line of the Grand Trunk Western Railway; thence North 83 degrees 14 minutes 50 seconds West 1013.45 feet; thence North 16 degrees 16 minutes 33 seconds East 301.26 feet along the Easterly right of way line of M-97; thence North 88 degrees 07 minutes 43 seconds East 235.60 feet; thence North 16 degrees 16 minutes 33 seconds East 218. 00 feet to the point of beginning.

PARCEL 2:

Part of the Northeast 1/4 of fractional Section 2, Town 2 North, Range 13 East, Clinton Township, Macomb County, Michigan, and being more particularly described as follows; commencing at the intersection of the North line of said fractional Section 2 and the centerline of North Avenue, said point being the Southeast corner of Section 35, Town 3 North, Range East, Macomb Township, Macomb County, Michigan, thence South 1 degree 42 minutes 09 seconds East 529.50 feet; thence South 23 degrees 02 minutes 51 seconds West 15.35 feet to the point of beginning; thence South 83 degrees 14 minutes 50 seconds East 1079. 51 feet to the Northwesterly right of way line of the Grand Trunk Western Railroad; thence South 27 degrees 21 minutes 52 seconds West 408.93 feet along the said right of way line; thence North 83 degrees 06 minutes 08 seconds West 1046.72 feet; thence North 23 degrees 02 minutes 51 seconds East 396.20 feet to the point of beginning.

Tax Item No. 11-02-200-034; Manatron No. 11-001-053-00

EXHIBIT A-3 

SCHEDULE 2

Permitted Encumbrances/Clinton Premises 

1.        Taxes for the year 2018, not yet due or payable.

2.        Easement in favor of The Detroit Edison Company and the Covenants, Conditions and Restrictions contained in instrument(s) recorded in Liber 203 , page 578A and as shown on survey.

3.       Easement in favor of The Township of Clinton for sanitary sewers and water mains contained in instrument(s) recorded in Liber 2088 , page 786, Liber 2088, page 789 and Liber 2088, page 793 and as shown on survey.

4.        Terms and Conditions contained in Covenant to Construct Sidewalks and Associated Improvements, as disclosed by instrument recorded in Liber 6909, page 478 and as shown on survey.

5.        Rights of the railroad company servicing the railroad siding on the subject premises in and to the ties, rails and other property constituting said railroad siding or in and to use thereof and also rights of others thereto entitled in and the use thereof.

6.        Survey prepared by George Jerome & Co. Surveyors dated April 5 , 1999, last. revised March 24 2002, Job No. 24-303 shows the following variations or mislocations:

a. water mains, sanitary sewer, storm drains, and gas lines located on insured premises without the benefit of a recorded easement;

b. overhead power lines and power poles located along the easterly record line of title;

c. railroad spur tracks entering subject property from the southeast and running along the easterly record lines of title;

d. fences vary with easterly and southerly record lines of title;

e. curbing extends over northwesterly record lines of title.

7.        Rights of others for ingress and egress purposes in and to the use of Groesbeck Highway right of way (M-97) affecting the westerly record line of title.

EXHIBIT C-4

SCHEDULE 3

EXHIBIT D 

EXHIBIT E

ACQUISITION COST

SCHEDULE 4

(a)  Tenant shall maintain the following insurance on or in connection with the Leased Premises:

(i)       Insurance against risk of physical loss or damage to the Improvements and Equipment as provided under Special Form "All Risk" property insurance including physical damage, machinery breakdown and business interruption coverage (as indicated in (vi) below) for the building, improvements and Tenant's equipment, and including and including customarily excluded perils of flood coverage (if the Leased Premises is in a flood zone), earthquake (if the Leased Premises is in a seismic zone), and, to the extent required by Lender, terrorism insurance (subject to market availability at the time in question). Such policies shall contain deductibles not more than One Million Dollars ($1,000,000) per occurrence.

(ii)       Commercial General Liability written on an occurrence form basis with combined single liability limit of $1,000,000 and aggregate limit of $2,000,000. Coverage shall include; bodily injury, personal injury and death, and property damage occurring on, in or as a result of the use of the Leased Premises.

(iii)       Commercial Business Automobile Liability insurance including coverage for all autos owned, non-owned and hired vehicles providing coverage for bodily injury and property damage liability with combined single limits of not less than $1,000,000.

(iv)       Commercial umbrella/excess liability written on an occurrence form basis with an insurance limit of $15,000,000.

(v)       Statutory Workers’ Compensation and Employers Liability with minimum limit of $500,000 for Tenant's employees.

(vi)       Business Interruption shall include Leasehold Interest coverage for continuation of rent. Such insurance shall name Landlord as loss payee solely with respect to Rent payable to or for the benefit of the Landlord under this Lease with respect to Rent payable to or for the benefit of the Landlord under this Lease.

(b)       Tenant's insurance required by Paragraph 16(a) shall be written by insurance companies with a rating of not less than AM Best “A-,” and a financial size of not less than Class XII, in the most current available “Best’s Insurance Reports”, and licensed to do business in the state in which the each Building is located. Insurance policies referred in clauses (ii), (iii) and (iv) shall name Landlord, Lender, and any other party reasonably designated by Landlord, as an additional insured. The additional insured endorsement required under clause (iii) shall apply on a primary and noncontributory basis with any other insurance available to the additional insured named above. In addition, the coverage described in clause (i) relating to the Building and Improvements (but excluding any personal property and business interruption) of Tenant shall also name Landlord as “loss payee”. All policies shall contain effective waivers by the carrier against all claims for insurance premiums against Landlord and shall contain full waivers of subrogation against the Landlord. If said insurance or any part thereof shall expire, be withdrawn or become void for any reason, including a breach of any condition thereof by Tenant or the failure or impairment of the capital of any insurer, or Tenant shall immediately obtain new or additional insurance that complies with the provisions of this Lease.

(c)       Tenant shall pay as they become due all premiums, deductibles and any self-insured retentions for the insurance required by Paragraph 16(a), and shall deliver to Landlord all original certificates of insurance within a reasonable period on or after policy renewal date, or, if required by Lender, original or certified policies.

(d)       Each policy required by any provision of Paragraph 16(a), except clause (v) thereof, shall provide that it may not be cancelled on any renewal date except after thirty (30) days' prior notice to Landlord and Lender and shall provide that such policies shall not be cancelled for non-payment of premium except as ten (10) days’ prior notice to Lender.

EXECUTION VERSION

SCHEDULE 5

33. Option to Cause Purchase .

(a) Landlord does hereby give and grant to Tenant the option to purchase or cause to be purchased (the “ Purchase Option ”), the Release Premises by Tenant or a third party buyer (each a “ Designee ”) (i) for a purchase price equal to or in excess of the applicable Floor Net Sale Price for the Release Premises (the “ Release Premises Amount ”, (ii) subject to the purchase and sale agreement acceptable to Landlord in Landlord’s sole discretion and the payment by Designee (or Tenant if Tenant is the Designee) of all Costs incurred by Landlord in connection with the Purchase Option, and (iii) on any date (the “ Option Purchase Date ”) which is mutually agreeable to Landlord and Tenant. If Tenant desires to exercise the Purchase Option but cannot procure a third party buyer willing and able to pay an amount at least equal to the Floor Net Sales Price, then Tenant may only exercise the Purchase Option if, in addition to payment by said third party buyer of the applicable purchase price, Tenant pays to Landlord the difference between the purchase price actually paid by the third party buyer to Landlord and the Floor Net Sales Price for the Release Premises sold. If Tenant intends to exercise the Purchase Option, Tenant shall give written notice (the “ Option Exercise Notice ”) to Landlord to such effect not later than one hundred twenty (120) days prior to the scheduled Option Purchase Date. Notwithstanding anything in this Paragraph 33 to the contrary, Tenant may not exercise the Purchase Option with respect to the Bluffton Premises unless Tenant has ceased business operations at the Bluffton Premises.

SCHEDULE 6

Exhibit “I”

Floor Net Sale Prices

Bluffton, Ohio : The Floor Net Sale Price of the Bluffton Premises shall be agreed upon jointly by Landlord and Tenant within thirty (30) days of the earlier to occur (a) the date on which Tenant has notified Landlord that Tenant has ceased business operations at the Bluffton Premises and (b) the date at which Tenant has actually ceased business operations (for purposes of determining the fair market value for the Bluffton Premises hereunder, should such determination become necessary, this date shall be also referred to as one of the instances of (i) the term “Applicable Initial Date” as otherwise defined in Paragraph 29 of this Lease and (ii) a “Relevant Date” as otherwise defined in Paragraph 2 of this Lease). If Landlord and Tenant cannot agree on the Floor Net Sales Price within such 30-day period, the Floor Net Sales Price for the Bluffton Premises shall be the fair market value of the Bluffton Premises as of the Relevant Date as if unaffected and unencumbered by this Lease and determined in accordance with the same procedures as are used for the determination of Fair Market Value specified for in Paragraph 29 of this Lease.

EXECUTION VERSION

Exhibit 10.2

GUARANTY AND SURETYSHIP AGREEMENT

THIS GUARANTY AND SURETYSHIP AGREEMENT (this " Guaranty "), dated as of the 18 ^th day of May, 2018, made by TOWER INTERNATIONAL, INC. , a Delaware corporation (" Guarantor "), to MODULE (DE) LIMITED PARTNERSHIP, a Delaware limited partnership (" Landlord ").

W I T N E S S E T H :

WHEREAS , Landlord and TOWER AUTOMOTIVE OPERATIONS USA I, LLC (successor in interest to Tower Automotive Products Company, Inc. and Tower Automotive Tool LLC) entered into that certain Lease Agreement dated April 10, 2002, as amended by that certain First Amendment to Lease Agreement dated April 30, 2003, as further amended by that certain Second Amendment to Lease Agreement dated July 31, 2007, and as further amended by that Third Amendment to Lease Agreement dated May 22, 2014 (collectively the “ Original Lease ”) pursuant to which Landlord leased to Tenant and Tenant leased from Landlord the Auburn Premises, the Bluffton Premises, and the Milan Premises, as more specifically described in the Original Lease;

WHEREAS , as of the date of the Third Amendment, the Original Lease was terminated as to the Milan Premises;

WHEREAS , Landlord (successor-by-merger to CHASSIS (DE) LIMITED PARTNERSHIP, a Delaware limited partnership) and Tenant are parties to that certain Lease Agreement dated as of April 10, 2002, as amended (the “ Chassis Lease ”) pursuant to which Landlord leased to Tenant and Tenant leased from Landlord certain premises in Clinton Township, Michigan (the “ Clinton Premises ”) as more particularly described in the Chassis Lease;

WHEREAS , Landlord and Tenant are entering into that certain Fourth Amendment to Lease Agreement dated May 18, 2018 (the "Fourth Amendment"; and the Original Lease as amended by the Fourth Amendment, and as amended hereafter from time to time, the “ Lease ”);

WHEREAS , Landlord and Tenant desire to terminate the Chassis Lease by a separate Termination of Lease effective as of the date hereof, make the Clinton Premises part of and subject to the Lease, as more particularly set forth in the Fourth Amendment, and make other amendments and modifications to the Lease as described therein;

WHEREAS , all of the issued and outstanding stock of Tenant is indirectly owned by Guarantor;

WHEREAS , the execution and delivery by Guarantor of this Guaranty is a material inducement to Landlord to execute the Fourth Amendment, and Guarantor expects to derive financial benefit from the Lease.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt of which is hereby acknowledged by Guarantor, and intending to be legally bound, Guarantor hereby agrees as follows:

ARTICLE I.

GUARANTEE

1.01.        Guaranteed Obligations . Guarantor hereby absolutely unconditionally and irrevocably, jointly and severally, guarantees to and becomes surety for Landlord and its successors and assigns for the due, punctual and full payment, performance and observance of, the following (collectively, the " Guaranteed Obligations "):

(a)       the full and timely payment of all Rent and all other amounts due or to become due to Landlord from Tenant under the Lease or any other agreement or instrument executed by Tenant in connection therewith whether now existing or hereafter arising, contracted or incurred (collectively, the " Monetary Obligations "); and

(b)       all covenants, agreements, terms, obligations and conditions, undertakings and duties contained in the Lease to be observed, performed by or imposed upon Tenant under the Lease, whether now existing or hereafter arising, contracted or incurred (collectively, the " Performance Obligations "),

as and when such payment, performance or observance shall become due (whether by acceleration or otherwise) in accordance with the terms of the Lease. If for any reason any Monetary Obligation shall not be paid promptly when due, Guarantor shall, promptly upon written demand, pay the same to Landlord. If for any reason Tenant shall fail to perform or observe any Performance Obligation, Guarantor shall, promptly upon demand, perform and observe the same or cause the same to be performed or observed. Guarantor acknowledges and agrees that the Monetary Obligations include, without limitation, Rent and other sums accruing and/or becoming due under the Lease following the commencement by or against Tenant of any action under the United States Bankruptcy Code or other similar statute. Guarantor shall pay all Monetary Obligations to Landlord at the address and in the manner set forth in the Lease or at such other address as Landlord shall notify Guarantor in writing.

1.02.        Guarantee Unconditional . The obligations of Guarantor hereunder are continuing, absolute and unconditional, irrespective of any circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety. Without limiting the generality of the foregoing, the obligations of Guarantor hereunder shall remain in full force and effect without regard to, and shall not be released, discharged, abated, impaired or in any way affected by:

(a)       any amendment, modification, extension, renewal or supplement to the Lease (except that any written amendment, modification, extension or supplement to the Lease shall be binding on Guarantor) or any termination of the Lease or any interest therein, except for termination upon the occurrence of a Termination Event in accordance with Paragraph 18 of the Lease;

(b)       any assumption by any party of Tenant's or any other party's obligations under, or Tenant's or any other party's assignment of any of its interest in, the Lease;

(c)       any exercise or non-exercise of or delay in exercising any right, remedy, power or privilege under or in respect of this Guaranty or the Lease or pursuant to applicable law (even if any such right, remedy, power or privilege shall be lost thereby), including, without limitation, any so-called self-help remedies, or any waiver, consent, compromise, settlement, indulgence or other action or inaction in respect thereof;

(d)       any change in the financial condition of Tenant, the voluntary or involuntary liquidation, dissolution, sale of all or substantially all of the assets, marshalling of assets and liabilities, receivership, conservatorship, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting Landlord, Tenant or Guarantor or any of their assets or any impairment, modification, release or limitation of liability of Landlord, Tenant or Guarantor or their respective estates in bankruptcy or of any remedy for the enforcement of such liability resulting from the operation of any present or future provision of the United States Bankruptcy Code or other similar statute or from the decision of any court;

(e)       any extension of time for payment or performance of the Guaranteed Obligations or any part thereof;

(f)       the genuineness, invalidity or unenforceability of all or any portion or provision of the Lease;

(g)       any defense that may arise by reason of the failure of Landlord to file or enforce a claim against the estate of Tenant in any bankruptcy or other proceeding;

(h)       the release or discharge of or accord and satisfaction with of Tenant or any other person or entity from performance or observance of any of the agreements, covenants, terms or conditions contained in the Lease by operation of law or otherwise;

(i)       the failure of Landlord to keep Guarantor advised of Tenant's financial condition, regardless of the existence of any duty to do so;

(j)       any assignment by Landlord of all of Landlord's right, title and interest in, to and under the Lease and/or this Guaranty as collateral security for any Loan except for an assignment to a Competitor;

(k)       any present or future law or order of any government ( de jure or de facto ) or of any agency thereof purporting to reduce, amend or otherwise affect the Guaranteed Obligations or any or all of the obligations, covenants or agreements of Tenant under the Lease (except by payment in full of all Guaranteed Obligations) or Guarantor under this Guaranty (except by payment in full of all Guaranteed Obligations);

(l)       the default or failure of Guarantor fully to perform any of its obligations set forth in this Guaranty;

(m)       any actual, purported or attempted sale, assignment or other transfer by Landlord of the Lease or the Leased Premises or any part thereof or of any of its rights, interests or obligations thereunder;

(n)       any merger or consolidation of Tenant into or with any other entity, or any sale, lease, transfer or other disposition of any or all of Tenant’s assets or any sale, transfer or other disposition of any or all of the shares of capital stock or other securities of Tenant or any affiliate of Tenant to any other person or entity;

(o)       Tenant’s failure to obtain, protect, preserve or enforce any rights in or to the Lease or the Leased Premises or any interest therein against any party or the invalidity or unenforceability of any such rights; or

(p)       any other event, action, omission or circumstances which might in any manner or to any extent impose any risk to Guarantor or which might otherwise constitute a legal or equitable release or discharge of a guarantor or surety (other than payment and performance of the Guaranteed Obligations).

all of which may be given or done without notice to, or consent of, Guarantor.

No setoff, claim, reduction or diminution of any obligation, or any defense of any kind or nature which Tenant or Guarantor now has or hereafter may have against Landlord shall be available hereunder to Guarantor against Landlord.

1.03.        Disaffirmance of Lease . Guarantor agrees that, in the event of rejection or disaffirmance of the Lease by Tenant or Tenant's trustee in bankruptcy pursuant to the United States Bankruptcy Code or any other law affecting creditors' rights, Guarantor will, if Landlord so requests, assume all obligations and liabilities of Tenant under the Lease, to the same extent as if Guarantor had been originally named instead of Tenant as a party to the Lease and there had been no rejection or disaffirmance; and Guarantor will confirm such assumption in writing at the request of Landlord on or after such rejection or disaffirmance. Guarantor, upon such assumption, shall have all rights of Tenant under the Lease (to the extent permitted by law).

1.04.        No Notice or Duty to Exhaust Remedies . Guarantor hereby waives notice of any default in the payment or non-performance of any of the Guaranteed Obligations (except as expressly required hereunder), diligence, presentment, demand and protest and all notices of any kind except as otherwise specified herein. Guarantor agrees that liability under this Guaranty shall be primary and hereby waives any requirement that Landlord exhaust any right or remedy, or proceed first or at any time, against Tenant or any other guarantor of, or any security for, any of the Guaranteed Obligations. Guarantor hereby waives notice of any acceptance of this Guaranty and all matters and rights which may be raised in avoidance of, or in defense against, any action to enforce the obligations of Guarantor hereunder. Guarantor hereby waives any and all suretyship defenses or defenses in the nature thereof without in any manner limiting any other provision of this Guaranty. This Guaranty constitutes an agreement of suretyship as well as of guaranty, and Landlord may pursue its rights and remedies under this Guaranty and under the Lease in whatever order, or collectively, and shall be entitled to payment and performance hereunder notwithstanding any action taken by Landlord or inaction by Landlord to enforce any of its rights or remedies against any other guarantor, person, entity or property whatsoever. This Guaranty is a guaranty of payment and performance and not merely of collection.

Landlord may pursue its rights and remedies under this Guaranty notwithstanding any other guarantor of or security for the Guaranteed Obligations or any part thereof. Guarantor authorizes Landlord, at its sole option, without notice or demand and without affecting the liability of Guarantor under this Guaranty, to terminate the Lease, either in whole or in part, in accordance with its terms.

Each default on any of the Guaranteed Obligations shall give rise to a separate cause of action and separate suits may be brought hereunder as each cause of action arises or, at the option of Landlord any and all causes of action which arise prior to or after any suit is commenced hereunder may be included in such suit.

1.05.        Subrogation . Notwithstanding any payments made or obligations performed by Guarantor by reason of this Guaranty (including but not limited to application of funds on account of such payments or obligations), Guarantor hereby irrevocably agrees that any and all rights it may have, at any time, whether arising directly or indirectly, by operation of law, contract or otherwise, to assert any claim against Tenant or any other person or entity or against any direct or indirect security on account of payments made or obligations performed under or pursuant to this Guaranty, including without limitation any and all rights of subrogation, reimbursement, exoneration, contribution or indemnity, and any and all rights that would result in Guarantor being deemed a "creditor" under the United States Bankruptcy Code of Tenant or any other person or entity, may not be enforced until one (1) year following the date on which all amounts due from Tenant under the Lease shall have been paid in full. If any payment shall be paid to Guarantor on account of any subrogation rights prior to one (1) year following the date on which the payment in full of all amounts due from Tenant under the Lease have been paid in full, each and every amount so paid shall be held in trust by Guarantor for Landlord. Every claim or demand which Guarantor may have against Tenant shall be fully subordinate to all Guaranteed Obligations.

ARTICLE II.
REPRESENTATIONS, WARRANTIES AND COVENANTS

2.01.        Representations and Warranties . The representations and warranties made by Guarantor in that certain Guarantor's Certificate of even date herewith made by Guarantor in favor of Landlord are hereby incorporated by reference herein (with all related definitions). Guarantor hereby represents and warrants to Landlord as provided therein.

2.02.        Financial Statements; Books and Records .

(a)       Guarantor shall keep adequate records and books of account with respect to the finances and business of Guarantor generally and with respect to the Leased Premises, in accordance with generally accepted accounting principles (" GAAP ") consistently applied, and shall, after the occurrence and continuation of an Event of Default, permit Landlord and Lender by their respective agents, accountants and attorneys (so long as no such person is a Competitor), upon reasonable notice to Guarantor, to visit the principal officers of Guarantor and examine (and make copies of) the records and books of account and to discuss the finances and business with the officers of Guarantor, at such reasonable times as may be requested by Landlord or Lender. After the occurrence and continuation of an Event of Default, Upon the request of Lender or Landlord (either telephonically or in writing), Guarantor shall provide the requesting party with copies of any information to which such party would be entitled in the course of a personal visit.

(b)       Guarantor shall deliver to Landlord and Lender:

(i) as soon as available but not later than one hundred twenty (120) days after the end of each fiscal year, a copy of the audited consolidated balance sheet of Guarantor and its consolidated subsidiaries as at the end of such year and the related consolidated statements of income and operations, stockholders' equity and cash flows for such year, such consolidated statements reported on by a nationally recognized independent public accounting firm (" Independent Auditor "), (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 the results of operations of Guarantor and its consolidated subsidiaries for the periods indicated in conformity with GAAP applied on a basis consistent with prior years;

(ii)       as soon as available but not later than sixty (60) days after the end of each of the first three fiscal quarters of each fiscal year, a copy of the unaudited consolidated balance sheet of Guarantor and its consolidated subsidiaries as of the end of such quarter and the related consolidated statements of income, members’ equity and cash flows for the period commencing on the first day of such year and ending on the last day of such quarter, and certified by a duly authorized officer of Guarantor having knowledge of the finances of Tenant and Guarantor as fairly presenting in all material respects and in accordance with GAAP (subject to ordinary, good faith year end audit adjustments and the absence of required footnotes), the financial position and the results of operations of Guarantor and its consolidated subsidiaries.

(c)       All quarterly and annual financial statements to be accompanied by a certification (" Covenant Certification ") of a duly authorized officer of Guarantor (in such officer’s capacity as an officer of Guarantor and not in a personal capacity) having knowledge of the finances of Tenant and Guarantor that Guarantor and its consolidated subsidiaries have a Total Net Leverage Ratio (as defined in the Credit Agreement) not in excess of 3.75 to 1.00, together with a calculation of the Total Net Leverage Ratio;

(d)       Landlord, Lender and their respective agents, accountants and attorneys, shall consider and treat on a strictly confidential basis (i) any information disclosed to any of the Persons described in subparagraph (a) of this Section 2.02 during the course of a visit or contained in the books and records of Guarantor for which such Person has confirmed in writing that it is bound by the terms of this Section 2.02(d) (and Guarantor shall be entitled to require such confirmation as a condition to such visit or an examination of such books and records), and (ii) any copies of any books and records of Guarantor, and any financial statements of Guarantor pursuant to Section 2.02(b) which are delivered to or received by them and which are conspicuously stamped "CONFIDENTIAL".

The restrictions contained in Section 2.02(d) shall not prevent disclosure by Landlord or Lender of any information in any of the following circumstances:

(i)       Upon the order of any court or administrative agency to the extent required by such order and not effectively stayed or by appeal or otherwise;

(ii)       Upon the request, demand or requirement of any regulatory agency or authority having jurisdiction over such party, including the Securities and Exchange Commission (whether or not such request or demand has the force of law);

(iii)       That has been publicly disclosed other than by breach of Section 2.02(d) by Lender or Landlord;

(iv)       To counsel, accountants or consultants for Lender or Landlord; or

(v)       While an Event of Default exists, in connection with the exercise of any right or remedy under this Guaranty or any other related document;

(vi)       Independently developed by Landlord or Lender to the extent that confidential information provided by Guarantor is not used to develop such information;

(vii)       With respect to financial information and information that Landlord or its attorneys deem to be material in any reporting to the shareholders of Landlord or the shareholders or prospective shareholders (whether through a registered public offering or otherwise) of Landlord's parent company;

(viii)       In connection with any sale or financing of the Leased Premises, provided that any recipient of such information who is a prospective purchaser of the Leased Premises (except for a purchaser that purchases all or substantially all of the assets of Landlord's parent company) shall agree to be bound by the terms of this Section 2.02(d);

(ix)       As otherwise required by Law.

Notwithstanding any of the foregoing to the contrary , so long as Guarantor is a public company and the consolidated quarterly and annual financials of Guarantor which Guarantor would be otherwise required to cause to be delivered hereinabove are available to Landlord via EDGAR or other online service at no material cost to Landlord, then Landlord agrees that it shall obtain such quarterly and annual financials through such service and neither Tenant nor Guarantor shall be required to make the physical deliveries required hereinabove.

2.03.       INTENTIONALLY OMITTED.

2.04.        Estoppel Certificates . Guarantor shall, at any time upon not less than fifteen (15) days' prior written request by Landlord or Lender, deliver to the party requesting the same a statement in writing, executed by the president or a vice president of Guarantor (in such officer’s capacity as an officer of Guarantor and not in a personal capacity), certifying (i) that, except as otherwise specified, this Guaranty is unmodified and in full force in effect, (ii) that Guarantor is not in default hereunder and that no event has occurred or condition exists which with the giving of notice or the passage of time or both would constitute a default hereunder, (iii) that Guarantor has no defense, setoff or counterclaim against Landlord arising out of or in any way related to this Guaranty, (iv) that, except as otherwise specified, there are not proceedings pending or, to the knowledge of Guarantor, threatened against Guarantor before any court, arbiter or administrative agency which, if adversely decided, could have a material adverse effect on the business, operations or conditions, financial or otherwise, of Guarantor or on its ability to perform its obligations hereunder and (v) such other matters as Landlord or Lender may reasonably request.

2.05.        Security Deposit . Guarantor acknowledges and agrees that (a) Tenant is required to increase the Initial Security Deposit if, at any time during the Term, Guarantor does not meet the Financial Ratio Test set forth in Section 2.02(c) and (b) that Guarantor shall be bound by the terms of Paragraph 36(a)(i) of the Lease with respect to the Credit Agreement or any Replacement Credit Agreement.

ARTICLE III.

EVENTS OF DEFAULT

3.01.        Events of Default . The occurrence of any one or more of the following shall constitute an "Event of Default" under this Guaranty:

(a)       a failure by Guarantor to make any payment of any Monetary Obligation (regardless of the reason for such failure) which continues for five (5) days from the date on which notice is given, but Landlord shall not be obligated to give notice of, or allow any cure period for, any such failure more than one (1) time within any Lease Year;

(b)       a failure by Guarantor duly to perform and observe, or a violation or breach of, any other provision hereof not otherwise specifically mentioned in this Section 3.01; provided, however, that such failure shall not be an Event of Default under this Guaranty until the expiration of the notice and cure period, if any, provided to Tenant for a default under Paragraph 22(a)(ii) of the Lease (subject in all events to the limitations set forth in Paragraph 22(b));

(c)       any representation or warranty made by Guarantor herein or in any certificate, demand or request made pursuant hereto proves to be untrue or incorrect when made , in any material respect;

(d)       any material default beyond the applicable cure period by Guarantor in any payment obligations pursuant to the Credit Agreement. The term Credit Agreement as used in this Paragraph 3.01(d) shall include any replacement credit agreement to the Credit Agreement;

(e)       Intentionally Omitted;

(f)       Guarantor shall (A) voluntarily be adjudicated a bankrupt or insolvent, (B) seek or consent to the appointment of a receiver for itself or its assets, (C) file a petition seeking relief under the bankruptcy or other similar laws of the United States, any state or any jurisdiction, (D) make a general assignment for the benefit of creditors, or (E) be unable to pay its debts as they mature;

(g)       a court shall enter an order, judgment or decree appointing, without the consent of Guarantor, a receiver or trustee for it or approving a petition filed against Guarantor which seeks relief under the bankruptcy or other similar laws of the United States, any state or any jurisdiction, and such order, judgment or decree shall remain undischarged or unstayed sixty (60) days after it is entered;

(h)       Guarantor shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution; or

(i)       Guarantor shall sell or transfer or enter into an agreement to sell or transfer all or substantially all of its assets.

ARTICLE IV.

MISCELLANEOUS

4.01.        Effect Of Bankruptcy Proceedings . This Guaranty shall continue to be effective, or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Guaranteed Obligations is rescinded or must otherwise be restored or returned by Landlord as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made. Guarantor hereby agrees to indemnify Landlord against, and to save and hold Landlord harmless from any required return by Landlord, or recovery from Landlord, of any such payment because of its being deemed preferential under applicable bankruptcy, receivership or insolvency laws, or for any other reason. If an Event of Default at any time shall have occurred and be continuing or exist and declaration of default or acceleration under or with respect to the Lease shall at such time be prevented by reason of the pendency against Tenant of a case or proceeding under any bankruptcy or insolvency law, Guarantor agrees that, for purposes of this Guaranty and its obligations hereunder, the Lease shall be deemed to have been declared in default or accelerated with the same effect as if the Lease had been declared in default and accelerated in accordance with the terms thereof, and Guarantor shall forthwith pay and perform the Guaranteed Obligations in full without further notice or demand.

4.02.        INTENTIONALLY OMITTTED.

4.03.        Amendments, Waivers, Etc . This Guaranty cannot be amended, modified, waived, changed, discharged or terminated except by an instrument in writing signed by the party against whom enforcement of such amendment, modification, waiver, change, discharge or termination is sought.

4.04.        No Implied Waiver; Cumulative Remedies . No course of dealing and no delay or failure of Landlord in exercising any right, power or privilege under this Guaranty or the Lease shall affect any other or future exercise thereof or exercise of any other right, power or privilege; nor shall any single or partial exercise of any such right, power or privilege or any abandonment or discontinuance of steps to enforce such a right, power or privilege preclude any further exercise thereof or of any other right, power or privilege. The rights and remedies of Landlord under this Guaranty are cumulative and not exclusive of any rights or remedies which Landlord would otherwise have under the Lease, at law or in equity.

4.05.        Notices . All notices, requests, demands, directions and other communications (collectively "notices") under the provisions of this Guaranty shall be in writing unless otherwise expressly permitted hereunder and shall be sent by first-class or first-class express mail, and any such properly given notice shall be effective when received. All notices shall be sent to the applicable party addressed, if to Landlord, at the address set forth in the Lease, and, if to Guarantor, at its headquarters located at 17672 Laurel Park Drive North, Suite 400E, Livonia, Michigan 48152, Attention: Legal Department, or in accordance with the last unrevoked written direction from such party to the other party.

4.06.        Expenses . Guarantor agrees to pay or cause to be paid and to save Landlord harmless against liability for the payment of all reasonable out-of-pocket expenses, including fees and expenses of counsel for Landlord, incurred by Landlord from time to time arising in connection with Landlord's enforcement or preservation of rights under this Guaranty or the Lease, including but not limited to such expenses as may be incurred by Landlord in connection with any default by Guarantor of any of its obligations hereunder or by Tenant of any of its obligations under the Lease.

4.07.        Survival . All obligations of Guarantor to make payments to or indemnify Landlord shall survive the payment and performance in full of the Guaranteed Obligations.

4.08.        Severability . If any term or provision of this Guaranty or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Guaranty, or the application of such term or provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term and provision of this Guaranty shall be valid and enforceable to the fullest extent permitted by law.

4.09.        Counterparts . INTENTIONALLY OMITTED

4.10.        Governing Law . (a) This Guaranty was negotiated in New York, and accepted by Landlord in the State of New York, which State the parties agree has a substantial relationship to the parties and to the underlying transaction embodied hereby, and in all respects, including, without limiting the generality of the foregoing, matters of construction, validity and performance, this Guaranty and the obligations arising hereunder shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contract made and performed in such State and any applicable law of the United States of America. To the fullest extent permitted by law, Guarantor hereby unconditionally and irrevocably waives any claim to assert that the law of any other jurisdiction governs this Guaranty, and the Guaranty shall be governed by and construed in accordance with the laws of the State of New York pursuant to § 5-1401 of the New York General Obligations Law.

(b)       Any legal suit, action or proceeding against Guarantor or Landlord arising out of or relating to this Guaranty shall be instituted in any federal or state court in New York, New York, pursuant to § 5-1402 of the New York General Obligations Law, and Guarantor waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding and hereby irrevocably submits to the jurisdiction of any such court in any suit, action or proceeding.

4.11.        Successors and Assigns . This Guaranty shall bind Guarantor and its permitted successors and assigns, and shall inure to the benefit of Landlord and its successors and assigns.

4.12.        Incorporation of Recitals; Definitions . The recitals set forth on page 1 of this Guaranty are hereby specifically incorporated into the operative terms of this Guaranty as if fully set forth. Terms not otherwise specifically defined herein shall have the meanings set forth in the Lease.

4.13.        Rights of Lender . Guarantor acknowledges that the rights of Landlord under this Guaranty may be assigned to Lender as assignee of the Lease, in accordance with a valid assignment of the Lease as permitted by and pursuant to the terms of the Lease.

[THE REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY]

IN WITNESS WHEREOF, Guarantor has duly executed and delivered this Guaranty as of the date first above written.

On the 18 ^th day of May in the year 2018 before me, the undersigned, personally appeared Dennis C. Pike personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity as Treasurer of Tower International, Inc., and that by his signature on the instrument, the individual, or the entity upon behalf of which the individual acted, executed the instrument.

/s/ Sarah M. Younglove

Notary Public

Sarah M. Younglove

Notary Public, State of Michigan

County of Monroe

My Commission Expires 03-01-2025

Acting in the County of Wayne

EXECUTION VERSION

Exhibit 10.3

termination OF LEASE

THIS TERMINATION OF LEASE (" Agreement ") is made as of the 18 ^th day of May, 2018 (the “ Effective Date ”) by and between MODULE (DE) LIMITED PARTNERSHIP , a Delaware limited partnership, successor by merger to Chassis (DE) Limited Partnership, a Delaware limited partnership (" Landlord "), and TOWER AUTOMOTIVE OPERATIONS USA I, LLC (successor in interest to Tower Automotive Products Company, Inc. and Tower Automotive Tool LLC), a Delaware limited liability company (" Tenant ").

r e c i t a l s :

A.                 Landlord and Tenant are parties to that certain Lease Agreement dated April 10, 2002, which was amended by that certain First Amendment to Lease Agreement dated April 9, 2002, that certain Second Amendment to Lease Agreement dated July 31, 2007, that Third Amendment to Lease Agreement dated January 24, 2011, that Fourth Amendment to Lease Agreement dated October 3, 2011 and that Fifth Amendment to Lease Agreement dated August 1, 2013 (collectively the “Classis Lease”), pursuant to which Landlord leased to Tenant and Tenant leased from Landlord certain real property described in the Chassis Lease, including certain premises located in Clinton, Michigan (the “Clinton Premises”), all as more particularly described in the Chassis Lease.

B.                  Landlord and Tenant entered into a certain Lease Agreement dated April 10, 2002, as amended (the “Auburn Lease”), for certain premises located in Auburn, Indiana and Bluffton, Ohio, as more particularly described in the Auburn Lease.

C.                  Landlord and Tenant intend to enter into a Fourth Amendment to the Auburn Lease which will include, among other things, the addition of the Clinton Premises to the Auburn Lease, as more particularly set forth in the Fourth Amendment.

D.                 Therefore, the parties desire to terminate the Chassis Lease on the terms and condition set forth herein as of the Effective Date.

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, and other good and valuable consideration, the adequacy and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:

1.                   Termination of Lease . As of the Effective Date (a) the Chassis Lease shall terminate, and Landlord and Tenant shall have no further obligations or liabilities under the Chassis Lease from and after the Effective Date, and (b) any guaranty given by or on behalf of Tenant for the Chassis Lease (the “Chassis Guaranty”) shall terminate without further agreement, and Tenant (and Chassis Guarantor) shall have no further obligations or liabilities under such guaranty from and after the Effective Date. Notwithstanding anything to the contrary set forth in this Section 1, from and after the Effective Date, Tenant and Chassis Guarantor shall continue to be liable for all Surviving Obligations (as defined in the Chassis Lease) and it is expressly agreed that nothing herein shall relieve Tenant of its responsibilities under the terms of the Chassis Lease with respect to any and all Surviving Obligations, including, but not limited to, any third-party claims arising from events occurring in, on or about the Clinton Premises, or in connection therewith, and arising or accruing prior to the Effective Date (including any indemnification obligations and/or insurable claims) all as and to the extent specifically provided for in the Chassis Lease.

2.                   Further Assurances . Following the execution of this Agreement, each party will execute and deliver, or cause others to do so, all such powers of attorney, consents, certificates, affidavits, agreements, instruments and other documents, and will do or cause to be done all such other acts and things as may be necessary to carry out the provisions of this Agreement, or as another party reasonably requests and at the requesting party's expense, to effectuate the provisions of this Agreement. The parties agree to cooperate with each other to ensure the consummation of the transactions contemplated by this Agreement.

3.                   Successors and Assigns . This Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors, heirs, personal representatives and permitted assigns.

4.                   Entire Agreement . This Agreement constitutes the entire understanding between Landlord and Tenant with respect to the subject matter hereof, and supersedes all other agreements, written or oral, between Landlord and Tenant with respect to such subject matter. This Agreement may be modified only by a written agreement signed by all of the parties hereto and no right hereunder may be waived except by written instrument signed by the party waiving any such right.

5.                   Counterparts . This Agreement may be executed in counterparts, including counterparts transmitted by facsimile, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

[ Signature Pages Follow ]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above to be effective as of the Effective Date.

LANDLORD:

MODULE (DE) LIMITED

PARTNERSHIP,

a Delaware limited liability partnership

by: Suspension (DE) QRS 15-1, Inc.

its: General Partner

By: /s/ Nicolas Isham

Nicolas Isham

Its: Director

TENANT:

TOWER AUTOMOTIVE OPERATIONS USA I, LLC,
a Delaware limited liability company

By: Dennis C. Pike

Name: Dennis C. Pike

Title: Treasurer