AM GENERAL CORP
AMENDMENT 1 TO LOAN & SECURITY AGREEMENT
<DOCUMENT>
<TYPE>EX-10.37
<SEQUENCE>2
<FILENAME>dex1037.txt
<DESCRIPTION>AMENDMENT 1 TO LOAN & SECURITY AGREEMENT
<TEXT>

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                             AM GENERAL CORPORATION
                             105 NORTH NILES AVENUE
                        SOUTH BEND, INDIANA 46634-7025



                                                                  April 19, 2001

Congress Financial Corporation
1133 Avenue of the Americas
New York, New York 10036

   Re:  Amendment No. 1 to Amended and Restated Loan and Security Agreement
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Ladies and Gentlemen:

     Congress Financial Corporation ("Lender") and AM General Corporation
("Borrower") have entered into certain financing arrangements which Lender may
make loans and advances and provide other financial accommodations to Borrower
as set forth in the Amended and Restated Loan and Security Agreement, dated as
of January 24, 2001, between Lender and Borrower (as the same may hereafter be
further amended, modified, supplemented, extended, renewed, restated or
replaced, the "Loan Agreement," and together with all agreements, documents and
instruments at any time executed and/or delivered in connection therewith or
related thereto, collectively, the "Financing Agreements").  Capitalized terms
not defined herein shall have the meanings set forth in the Loan Agreement.

     Borrower has requested that Lender consent to certain amendments to the
Loan Agreement and Lender is willing to consent to such amendments subject to
the terms and conditions set forth herein.

  1.   Amendment.  Section 1.15 of Loan Agreement is hereby deleted in its
       ---------
entirety and the following substituted therefor:

            "1.15 "Consolidated Working Capital" shall mean, as to any Person,
                   ----------------------------
       at any time, the amount equal to the difference between: (a) the
       aggregate net book value of all assets of such Person and its
       Subsidiaries, calculating the book value of inventory for this purpose on
       a first-in-first-out basis, on a consolidated basis for such Person and
       its Subsidiaries, which would, in accordance with GAAP consistently
       applied, be classified as current assets and (b) all Indebtedness of such
       Person and its Subsidiaries, on a consolidated basis for such Person and
       its Subsidiaries, which would in accordance with GAAP consistently
       applied, be classified as current

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       liabilities (other than the Indebtedness in respect of the Senior Notes)
       and the Indebtedness arising hereunder, whether or not classified as a
       current liability."

  2.  Representations, Warranties and Covenants.  In addition to the continuing
      ------------------------------------------
representations, warranties and covenants at any time made by Borrower to Lender
pursuant to the other Financing Agreements, Borrower hereby represents, warrants
and covenants with and to the Lender (which representations, warranties and
covenants are continuing and shall survive the execution and delivery hereof and
shall be incorporated into and made a part of the Financing Agreements) that no
Event of Default, or act, condition or event which with notice or passage of
time or both would constitute an Event of Default, shall exist or have occurred
and be continuing on the date hereof.

  3.  Governing Law.  The rights and obligations hereunder of each of the
      --------------
parties hereto shall be governed by and interpreted and determined in accordance
with the laws of the State of New York.

  4.  Binding Agreement.  Without limiting any other provision in this
      ------------------
Amendment, this Amendment shall be binding upon and inure to the benefit of each
of the parties hereto and their respective successors and assigns.

  5.  Effect on this Amendment.  Except as modified pursuant hereto, no other
      -------------------------
changes or modifications to the Financing Agreements are intended or implied and
in all other respects the Financing Agreements are hereby specifically ratified,
restated and confirmed by all parties hereto as of the date hereof.  To the
extent of conflict between the terms of this Amendment and the Financing
Agreements, the terms of the Amendments shall control.  This Amendment shall be
effective, as of the date hereof, upon receipt by Congress of this Amendment,
duly authorized, executed and delivered by Borrower.

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  6.  Counterparts.  This letter agreement may be executed in counterparts, but
      -------------
all of such counterparts shall together constitute but one and the same
agreement. In making proof of this letter agreement, it shall not be necessary
to produce or account for more than one counterpart thereof signed by each of
the parties thereto.


                                    Very truly yours,

                                    AM GENERAL CORPORATION

                                    By:    ___________________________________
                                    Title: ___________________________________



AGREED:

CONGRESS FINANCIAL CORPORATION

By:    ____________________________
Title: ____________________________

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