1 EXHIBIT 10.1 [ASC LOGO] June 8, 2000 Mr. Joseph Blake Vice President and CFO JPE, Inc. (dba ASC Exterior Technologies, Inc.) 30400 Telegraph Road, Suite 401 Bingham Farms, MI 48025 Subject: Letter Agreement Regarding a Loan Guarantee Dear Mr. Blake: JPE, Inc., dba ASC Exterior Technologies, Inc. (ASCET), has requested that ASC Incorporated (ASC) provide a facility which would guarantee Five Million Dollars of ASCET debt with Comerica Bank. ASC is willing to provide such a guarantee under the following conditions: a. ASCET will pay, on a quarterly basis and in arrears, a fee of 3% per annum for this service, and b. ASCET will provide a resolution from its Board of Directors authorizing the payment of this fee; and c. ASCET agrees to indemnify and hold ASC harmless for any and all loss arising from or relating to the issuance of this loan guarantee. If these conditions are acceptable to ASCET, please indicate such by signing a copy of this letter and returning it to me at your earliest convenience. Sincerely, ASC Incorporated /s/ Brad A. Obenauf Brad A. Obenauf Vice President & CFO - -------------------------------------------------------------------------------- The terms and conditions set out in this letter agreement are acceptable to JPE, Inc., dba ASC Exterior Technologies, Inc.: By: /s/ J. E. Blake Its: Chief Financial Officer Date: June 27, 2000 - -------------------------------------------------------------------------------- ASC INCORPORATED One Sunroof Center, Southgate, Michigan 48195-3098 TEL. 734.285.4911 - WEB. www.ascglobal.com WHERE SPECIALTY VEHICLES COME TO LIFE