exv10w1



 





Exhibit 10.1




WAIVER AND SEVENTH AMENDMENT TO REVOLVING CREDIT

AND TERM LOAN AGREEMENT




     THIS WAIVER AND SEVENTH AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT (this
“Amendment”) dated as of March 26, 2007, is by and among COMMERCIAL VEHICLE GROUP, INC., a Delaware
corporation (the “Company”), the SUBSIDIARY BORROWERS parties hereto, the FOREIGN CURRENCY
BORROWERS parties hereto, the BANKS parties hereto, U.S. BANK NATIONAL ASSOCIATION, a national
banking association, one of the Banks, as administrative agent for the Banks (in such capacity, the
“Agent”) and COMERICA BANK, a Michigan banking corporation, one of the Banks, as
syndication agent for the Banks (in such capacity, the “Syndication Agent”).



     WHEREAS, the Company, the Subsidiary Borrowers, the Foreign Currency Borrowers, certain Banks,
the Agent and the Syndication Agent are parties to a Revolving Credit and Term Loan Agreement dated
as of August 10, 2004 as amended by a First Amendment to Revolving Credit and Term Loan Agreement
dated as of September 16, 2004, by a Second Amendment to Revolving Credit and Term Loan Agreement
and Amendment to Security Agreement dated as of February 7, 2005, by a Third Amendment to Revolving
Credit and Term Loan Agreement and Amendment to Security Agreement dated as of June 3, 2005, by a
Fourth Amendment to Revolving Credit and Term Loan Agreement dated as of June 29, 2005, by a Fifth
Amendment to Revolving Credit and Term Loan Agreement dated as of July 12, 2005 and by a Sixth
Amendment to Revolving Credit and Term Loan Agreement dated as of December 29, 2005 (as amended,
the “Loan Agreement”);



     WHEREAS, the Company has requested that the Banks agree to certain waivers and amendments in
connection with the Company and certain of its Subsidiaries entering into swap agreements and other
agreements designed to provide protection against fluctuations in interest or currency exchange
rates and the Banks are willing to do so on the terms and subject to the conditions set forth in
this Amendment; and



     NOW, THEREFORE, for value received, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:



     1. Certain Defined Terms. Each capitalized term used herein without being defined
herein that is defined in the Loan Agreement shall have the meaning given to it therein.



     2. Waivers. The Required Lenders hereby waive any Default or Events of Default that
have occurred as a result of the Borrowers’ and their Subsidiaries’ breach of the Loan Agreement as
a result of entering into Rate Contracts (as defined in the Loan Agreement after giving effect to
this Amendment), including without limitation (i) breaching Sections 6.4, 6.5 and 6.9 as a result
of incurring such obligations, (ii) the Borrowers’ failure to satisfy the condition that no Default
or Event of Default shall have occurred and be continuing (a) at the time of requesting any Loan or
a continuation of a Eurocurrency Rate Advance and (b) consummating a Permitted Acquisition, in each
case insofar as the Defaults or Events of Default described herein had occurred and were continuing
at the time thereof, (iii) the Borrowers’ and



 









 







the Guarantors’ failure to provide written notice required pursuant to Section 5.3(a) of the
Loan Agreement with respect to the Defaults and Events of Default described in this paragraph and
(iv) the Borrowers’ failure to accurately describe the Defaults and Events of Default to the extent
required in compliance certificates or borrowing base certificates.



     3. Amendments to Loan Agreement. The Loan Agreement is hereby amended as follows:




     (a) The definition of “Rate Contract” contained in Section 1.1 of the Loan Agreement is
hereby amended in its entirety to read as follows:




     “Rate Contracts”: Swap agreements (as such term is defined in Section 101 of
the Bankruptcy Code) and any other agreements or arrangements designed to provide protection
against fluctuations in interest or currency exchange rates (i) with respect to the
Obligations, provided that such agreements have been designated as a Rate Contract by the
relevant Rate Protection Provider by written notice to the Agent or (ii) with respect to
agreements designed to provide protection against fluctuations in currency exchange rates,
which are unsecured and are entered into for non-speculative purposes. The designation of
any Rate Contract shall not create in favor of any Bank or any Rate Protection Provider
thereto any rights in connection with the management or release of any collateral or of the
obligations of any guarantor.




     (b) Section 6.9(b) of the Loan Agreement is amended in its entirety to read as follows:




     “(b) Rate Contracts entered into in the Ordinary Course of Business;”



     4. Conditions to Effectiveness of this Amendment. This Amendment shall be effective
as of March 26, 2007 (the “Effective Date”), provided the Agent shall have received sufficient
counterparts of this Amendment as required by the Agent, duly executed by the Borrowers and all of
the Banks, and the following conditions are satisfied or waived:




     (a) After giving effect to this Amendment, the representations and warranties of the
Borrowers in Article IV of the Loan Agreement and Section 7 of the Security Agreement shall
be true and correct in all material respects as though made on the date hereof, except to
the extent such representations and warranties by their terms are made as of a specific date
and except for changes that are permitted by the terms of the Loan Agreement.




     (b) After giving effect to this Amendment, no Event of Default and no Default shall
have occurred and be continuing.



     5. Acknowledgments. The Borrowers and the Banks acknowledge that, as amended hereby,
the Loan Agreement remains in full force and effect with respect to the Borrowers and the Banks,
and that each reference to the Loan Agreement in the Loan Documents shall refer to the Loan
Agreement, as amended hereby. The Borrowers confirm and acknowledge that they will continue to
comply with the covenants set out in the Loan Agreement and the other Loan Documents, as amended
hereby, and that their representations and warranties set out in the Loan



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Agreement and the other Loan Documents, as amended hereby, are true and correct in all
material respects as of the date of this Amendment, except to the extent such representations and
warranties by their terms are made as of a specific date and except for changes that are permitted
by the terms of the Loan Agreement. The Borrowers represent and warrant that (i) the execution,
delivery and performance of this Amendment and is within their corporate powers and have been duly
authorized by all necessary corporate action; (ii) this Amendment has been duly executed and
delivered by the Borrowers and constitute the legal, valid and binding obligations of the
Borrowers, enforceable against the Borrowers in accordance with their terms (subject to limitations
as to enforceability which might result from bankruptcy, insolvency, or other similar laws
affecting creditors’ rights generally and general principles of equity); and (iii) after giving
effect to this Amendment, no Events of Default or Default exist and are continuing.



     6. General.




     (a) The Company agrees to reimburse the Agent and the Syndication Agent within 10 days
of demand for all reasonable out-of-pocket expenses paid or incurred by the Agent and the
Syndication Agent including filing and recording costs and fees and expenses of outside
counsel to the Agent and outside counsel to the Syndication Agent (determined on the basis
of such counsels’ generally applicable rates, which may be higher than the rates such
counsel charges the Agent or the Syndication Agent in certain matters) in the preparation,
negotiation and execution of this Amendment and any documents related thereto (collectively,
the “Amendment Documents”), and to pay and save the Banks harmless from all liability for
any stamp or other taxes which may be payable with respect to the execution or delivery of
this Amendment and the Amendment Documents, which obligations of the Company shall survive
any termination of the Loan Agreement.




     (b) This Amendment may be executed in as many counterparts (including via facsimile or
electronic PDF transmission) as may be deemed necessary or convenient, and by the different
parties hereto on separate counterparts, each of which, when so executed, shall be deemed an
original but all such counterparts shall constitute but one and the same instrument.




     (c) Any provision of this Amendment which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining portions hereof or
affecting the validity or enforceability of such provisions in any other jurisdiction.




     (d) The validity, construction and enforceability of this Amendment and the New Notes
shall be governed by the internal laws of the State of New York, without giving effect to
conflict of laws principles thereof, but giving effect to federal laws of the United States
applicable to national banks.




     (e) This Amendment and the Amendment Documents shall be binding upon the Borrowers, the
Banks, the Agent, the Syndication Agent and their respective permitted successors and
assigns, and shall inure to the benefit of the Borrowers, the



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Banks, the Agent, the Syndication Agent and the successors and permitted assigns of the
Banks, the Agent and the Syndication Agent.



[remainder of page intentionally left blank]




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



	 	 	 	 	 
	 	COMMERCIAL VEHICLE GROUP, INC.

 	 
	 	By         /s/ Chad M. Utrup
 	 
	 	Title      CFO 	 
	 	 	 
	 



Address:

6530 Campus Way

New Albany, Ohio 43054

Fax: (614) 289-5371

Attention: Jeff Vogel




	 	 	 	 	 
	 	SPRAGUE DEVICES, INC. (formerly 

COMMERCIAL VEHICLE SYSTEMS, INC.)

 	 
	 	By         /s/ Chad M. Utrup
 	 
	 	Title      CFO 	 
	 	 	 
	 



	 	 	 	 	 
	 	NATIONAL SEATING COMPANY

 	 
	 	By         /s/ Chad M. Utrup
 	 
	 	Title      CFO 	 
	 	 	 
	 



	 	 	 	 	 
	 	TRIM SYSTEMS OPERATING CORP.

 	 
	 	By         /s/ Chad M. Utrup
 	 
	 	Title      CFO 	 
	 	 	 
	 



	 	 	 	 	 
	 	CVS HOLDINGS, INC.

 	 
	 	By         /s/ Chad M. Utrup
 	 
	 	Title      CFO 	 
	 	 	 
	 



[Signature Page to Waiver and Seventh Amendment]




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	 	TRIM SYSTEMS, INC.

 	 
	 	By                   /s/ Chad M. Utrup
 	 
	 	Title                CFO 	 
	 	 	 
	 



	 	 	 	 	 
	 	MAYFLOWER VEHICLE SYSTEMS, LLC

 	 
	 	By                   /s/ Chad M. Utrup
 	 
	 	Title                CFO 	 
	 	 	 
	 



	 	 	 	 	 
	 	CVG MANAGEMENT CORPORATION

 	 
	 	By                 /s/ Chad M. Utrup
 	 
	 	Title              CFO 	 
	 	 	 
	 



	 	 	 	 	 
	 	MONONA CORPORATION

 	 
	 	By         /s/ Chad M. Utrup
 	 
	 	Title      CFO 	 
	 	 	 
	 



	 	 	 	 	 
	 	MONONA WIRE CORPORATION

 	 
	 	By                /s/ Chad M. Utrup
 	 
	 	Title             CFO 	 
	 	 	 
	 



	 	 	 	 	 



	 	 	 	 	 
	 	MONONA (MEXICO) HOLDINGS, LLC

 	 
	 	By                   /s/ Chad M. Utrup
 	 
	 	Title                CFO 	 
	 	 	 
	 



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	 	CABARRUS PLASTICS, INC.

 	 
	 	By                /s/ Chad M. Utrup
 	 
	 	Title             CFO 	 
	 	 	 
	 



	 	 	 	 	 
	 	CVG EUROPEAN HOLDINGS, LLC

 	 
	 	By        /s/ Chad M. Utrup
 	 
	 	Title     CFO 	 
	 	 	 
	 



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	 	FOREIGN CURRENCY BORROWERS:



COMMERCIAL VEHICLE SYSTEMS LIMITED

 	 
	 	By         /s/ Chad M. Utrup
 	 
	 	Title      CFO 	 
	 	 	 
	 



	 	 	 	 	 
	 	KAB SEATING LIMITED

 	 
	 	By         /s/ Chad M. Utrup
 	 
	 	Title      CFO 	 
	 	 	 
	 



	 	 	 	 	 
	 	BOSTROM LIMITED

 	 
	 	By         /s/ Chad M. Utrup
 	 
	 	Title      CFO 	 
	 	 	 
	 



	 	 	 	 	 
	 	BOSTROM INTERNATIONAL LIMITED

 	 
	 	By         /s/ Chad M. Utrup
 	 
	 	Title      CFO 	 
	 	 	 
	 



	 	 	 	 	 
	 	CVS HOLDINGS LIMITED

 	 
	 	By         /s/ Chad M. Utrup
 	 
	 	Title      CFO 	 
	 	 	 
	 



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	 	U.S. BANK NATIONAL ASSOCIATION

 	 
	 	By         /s/ Robert A. Rosati
 	 
	 	Title      Senior Vice President
 	 
	 	In its individual corporate capacity and as Agent

Address:

800 Nicollet Mall

Minneapolis, MN 55402

Fax: 612-303-2258

Attention:  Robert A. Rosati 	 



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	 	COMERICA BANK

 	 
	 	By         /s/ Matthew T. Breight
 	 
	 	Title      Vice President
 	 
	 	Address:

Comerica Tower

500 Woodward Avenue

Detroit, Michigan 48226

Fax: 313-222-3389

Attention:  Matthew T. Breight 	 
	 



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	 	ASSOCIATED BANK, N.A.

 	 
	 	By
 	 
	 	Title
 	 
	 	Address:

401 E. Kilbourn Avenue

Suite 400

Milwaukee, WI 53202

Fax: 414-283-2300

Attention:  Daniel Holzhauer

E-mail:  Daniel.holzhauer@associatedbank.com 	 
	 



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	 	CITIZENS BANK OF PENNSYLVANIA

 	 
	 	By         /s/ Clifford A. Mull
 	 
	 	Title      Vice President
 	 
	 	Address:

525 William Penn Place

Room 2910

Pittsburgh, PA 15219-1729

Fax: 412-552-6306

Attention:  Clifford A. Mull

E-mail:  Clifford.mull@citzensbank.com 	 
	 



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	 	NATIONAL CITY BANK OF THE MIDWEST

 	 
	 	By         /s/ Kenneth M. Blackwell
 	 
	 	Title      Vice President
 	 
	 	Address:

755 West Big Beaver Road; Locator R-J40-25C

Troy, Michigan 48084

Fax: 248-729-8190

Attention:  Kenneth M. Blackwell

E-mail:  kenneth.blackwell@nationalcity.com 	 
	 



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	 	SUNTRUST BANK

 	 
	 	By         /s/ Michael Lapresi
 	 
	 	Title      Managing Director
 	 
	 	Address:

303 Peachtree Street

10th Floor, MC 1928

Atlanta, GA 30308

Fax: 404-658-5989

Attention:  William Humphries, Managing Director

E-mail:  William.Humphries@suntrust.com 	 
	 



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	 	PNC BANK, NATIONAL ASSOCIATION

 	 
	 	By         /s/ [Illegible]
 	 
	 	Title      Vice President
 	 
	 	Address:

201 East Fifth Street

Cincinnati, OH 45202

Fax: 513-651-8951

Attention:  Jeff Stein

E-Mail:  jeffrey.stein@pncbank.com 	 
	 



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	 	KEYBANK NATIONAL ASSOCIATION

 	 
	 	By     /s/ Roger D. Campbell
 	 
	 	Title    Senior Vice President
 	 
	 	Address:

88 East Broad Street, 2nd Floor

Columbus, Ohio 43215

Fax: 614-460-3469

Attention:  Roger D. Campbell

e-mail: Roger_campbell@keybank.com 	 
	 



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	 	LASALLE BANK NATIONAL ASSOCIATION

 	 
	 	By      /s/ Steven P. Shepard
 	 
	 	Title             Senior Vice President
 	 
	 	Address:

LaSalle Bank N.A.

One Columbus

10 W. Broad St., Suite 2250

Columbus, OH 43215-3418

Attention: Steven P. Shepard, Senior V.P.

Fax: 614-225-1631	 
	 




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