exv10w10



 






EXHIBIT 10.10




FIRST AMENDMENT TO REVOLVING CREDIT




AND TERM LOAN AGREEMENT




     THIS FIRST AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Amendment”) dated as
of September 16, 2004, 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 (the “Loan Agreement”);



     WHEREAS, certain lenders, namely Associated Bank, N.A., Citizens Bank of Pennsylvania,
National City Bank of the Midwest, SunTrust Bank and PNC Bank, National Association (collectively,
the “New Banks”) are to be added as “Banks” under the Loan Agreement, thereby reallocating the
Commitments as provided in this Amendment; and



     WHEREAS, certain revisions are to be made to the mechanics of Foreign Currency borrowing under
the Loan Agreement.



     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. Concerning the New Banks.




     (a) Addition of New Banks. Subject to Section 5(d) hereof, upon and after the
Effective Date (defined below), each of the New Banks hereby becomes a party, as a Bank, to
the Loan Agreement with Commitments as stated in the amended Schedule 1.1(b) to the Loan
Agreement attached hereto as Exhibit A, and the parties hereto, other than the New Banks,
each acknowledge and consent to such actions by the New Banks. Upon and after the Effective
Date, the New Banks shall each be a Bank under the Loan Agreement and the other Loan
Documents to which the Banks are parties and shall have all of the rights, privileges and
benefits of a Bank under the Loan Agreement and the other Loan Documents, and all of the
duties of a Bank thereunder, in each case as if such New Bank had been initially a party to
the Loan Agreement. Upon the Effective Date (defined below), the New Banks shall make
Advances as calculated by the Agent so that their outstanding Advances are equal to their
ratable shares of all Advances outstanding on such date and the Agent shall distribute the
proceeds of such Advances to Comerica Bank and U.S. Bank as applicable in accordance with
their ratable share of all Advances outstanding on the Effective Date, in each case after
giving effect to this Amendment, but



 









 






prior to any additional Advances requested by the Borrowers to be made (if any) on the
Effective Date.




     (b) Interest and Fees. From and after the Effective Date, all interest and all
Revolving Commitment Fees and Letter of Credit Fees accrued under Section 2.16 of the Loan
Agreement for the billing period in which the Effective Date falls shall be paid to the
Agent as provided in the Loan Agreement, and distributed by the Agent (i) with respect to
amounts accrued before the Effective Date, to the Banks (other than the New Banks) and (ii)
with respect to amounts accrued on or after the Effective Date, to the New Banks and the
other Banks in accordance with the terms of the Loan Agreement.




     (c) Copies of Loan Documents. The Agent represents and warrants to the New
Banks that the copies of the Loan Documents and the related agreements, certificates, and
opinion letters previously delivered to the New Banks are true and correct copies of the
Loan Documents and related agreements, certificates, and opinion letters executed by and/or
delivered in connection with the closing of the credit facilities contemplated by the Loan
Agreement, other than the Fee Letter.




     (d) No Representation or Warranty by Banks. The New Banks agree and
acknowledge that no Bank nor the Agent nor the Syndication Agent (i) makes any
representation or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with the Loan Documents or the
execution, legality, validity, enforceability, genuineness, sufficiency or value of any of
the Loan Documents or any other instrument or document furnished pursuant thereto or (ii)
makes any representation or warranty and assume any responsibility with respect to the
financial condition of the Borrowers, or the performance or observance by the Borrowers or
any other Person of any of their respective obligations under the Loan Documents or any
other instrument or document furnished pursuant thereto.




     (e) No Reliance By New Banks. Each of the New Banks (i) confirms to each other
New Bank, each other Bank, the Agent and the Syndication Agent that it has received a copy
of the Loan Documents together with such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this Amendment; and
(ii) acknowledges that it has, independently and without reliance upon the Agent, the
Syndication Agent or any other Bank or New Bank and instead in reliance upon its own review
of such documents and information as the New Bank deems appropriate, made its own credit
analysis and decision to enter into this Amendment and the Loan Documents and agrees that it
will, independently and without reliance upon the Agent, the Syndication Agent or any other
Bank or New Bank, and based on such documents and information as each New Bank shall deem
appropriate at the time, continue to make its own credit decision in taking or not taking
action under the Loan Documents.



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



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     (a) All references to the “Banks” in the Loan Agreement shall include each of the New
Banks.



     (b) The definition of “Borrowing Base” is revised by deleting “Subsidiary” therefrom.



     (c) The definition of “Foreign Currency Advance” is replaced with the following:




     “Foreign Currency Advance”: The Term Loans (Foreign Currency) and any
portion of the outstanding Revolving Loans that is made in the Foreign Currency. A
Foreign Currency Advance shall be a Eurocurrency Rate Advance.



     (d) A new definition is added which provides:




     “Foreign Currency Funding Agent”: U.S. Bank National Association.



     (e) New definitions are added in the appropriate alphabetical order as follows:




     “Related Agreement”: Any document or instrument executed and delivered
by the Borrower or any Subsidiary to effect the Merger or the IPO.




     “U.S. Bank”: U.S. Bank National Association.



     (f) Section 2.1(c) is replaced with the following:




     “Term Loans (Foreign Currency)”: A term loan from each Bank (each
being a “Term Loan (Foreign Currency)” and, collectively, the “Term
Loans (Foreign Currency)”) to the Borrowers on the Closing Date in an amount
from each Bank equal to its Term Loan Commitment Amount (Foreign Currency). The
Term Loans (Foreign Currency) and any portion of the balance thereof (in minimum
amounts of £1,500,000.00) shall be made and maintained in Foreign Currency and shall
constitute Foreign Currency Advances.



     (g) Section 2.5 is revised by replacing the third sentence thereof with the following:




The Borrower’s Agent shall give the Agent (or, as to Foreign Currency Advances, the
Foreign Currency Funding Agent with a copy thereof to the Agent) written notice of
any continuation or conversion of any Advances and such notice must be given so as
to be received by the Agent (or, as to Foreign Currency Advances, the Foreign
Currency Funding Agent) (a) not later than 1:00 p.m. (Minneapolis time) three
Eurocurrency Business Days prior to the requested date of conversion or continuation
in the case of the continuation of, or the conversion to, Eurocurrency Rate Advances
denominated in U.S. Dollars and (b) not later than 1:00 p.m. (local time of the
Foreign Currency Funding Agent) four Eurocurrency Business Days prior to the
requested date of confirmation of Eurocurrency Rate Advances denominated in Foreign
Currency.



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     (h) Section 2.6(c) is replaced with the following:




     The Term Loans (Foreign Currency)




     (i) Subject to paragraph (ii) below, each Eurocurrency Rate Advance shall bear
interest on the unpaid principal amount thereof during the Interest Period
applicable thereto at a rate per annum equal to the sum of (A) the Adjusted
Eurocurrency Rate for such Interest Period, plus (B) the Applicable Margin.




     (ii) Upon the occurrence and during the continuance of any Event of Default,
each Advance shall, at the option of the Agent or the Required Banks after written
notice thereof to the Borrower’s Agent (or, upon the occurrence and during the
continuance of any Event of Default under Section 7.1(f) or (g), each Advance shall
automatically), bear interest until paid in full during the balance of any Interest
Period applicable to such Advance, at a rate per annum equal to the sum of the rate
applicable to such Advance during such Interest Period plus 2.0%.




     (iii) Interest shall be payable (A) with respect to each Eurocurrency Rate
Advance having an Interest Period of three months or less on the last day of the
Interest Period applicable thereto; (B) with respect to any Eurocurrency Rate
Advance having an Interest Period greater than three months, on the last day of the
Interest Period applicable thereto and on each day that would have been the last day
of the Interest Period for such Advance had successive Interest Periods of three
months duration been applicable to such Advance; and (C) with respect to all Term
Loans (Foreign Currency), on the Term Loan Termination Date; provided that
interest under Section 2.6(b)(ii) shall be payable on demand.



     (i) Section 2.8(g) is revised by deleting therefrom: “(or, as to Foreign Currency
Advances, £500,000)” and “(or, as to Foreign Currency Advances, £50,000)”.



     (j) Sections 6.4(k) and 6.4(v) are amended by deleting the clause “Section 5.12” as it
appears therein and by substituting in lieu thereof the clause “Section 5.15”.



     (k) Section 6.5(d) is amended by deleting the clause “subsection 6.1(i)” as it appears
therein and by substituting in lieu thereof the clause “subsection 6.1(h)”.



     (l) Section 6.9 is amended by deleting the clause “Section 5.13” as it appears therein
and by substituting in lieu thereof the clause “Section 5.12(c)”.



     (m) Section 6.13 is amended by deleting the clause “Sections 5.3 and 6.4” as it appears
therein and by substituting in lieu thereof the clause “Sections 6.3 and 6.4”.



     (n) Section 9.1(d) is amended by deleting the clause “provided in any of the other Loan
Documents” and by substituting in lieu thereof the clause “permitted under Section 6.2”.



     (o) Section 9.6(c) is amended by deleting the first sentence thereof and replacing it
with the following:



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Each Bank may, from time to time, with the consent of the Agent and the
Borrowers’ Agent (neither of which consents shall be unreasonably withheld
or delayed; and if an Event of Default shall have occurred and be
continuing, then consent of the Borrowers’ Agent shall not be required),
assign to other lenders (“Assignees”) all or part of its rights or
obligations hereunder or under any Loan Document in a minimum amount of
$5,000,000 then held by that Bank, pursuant to written agreements executed
by such assigning Bank, such Assignee(s), the Borrowers and the Agent in
substantially the form of Exhibit 9.6, which agreements shall
specify in each instance the portion of the Obligations evidenced by the
Revolving Notes and Term Notes and Term Notes (Foreign Currency) which is to
be assigned to each Assignee and the portion of the Revolving Commitment and
Term Loan Commitment and Term Loan Commitment (Foreign Currency) of such
Bank to be assumed by each Assignee (each, an “Assignment
Agreement”); provided, however, that the assigning Bank
must pay to the Agent a processing and recordation fee of $5,000 per
assignment.



     (p) Schedule 1.1(b) to the Loan Agreement is hereby amended in its entirety to read as
set forth on Exhibit A to this Amendment, which Exhibit A is hereby made a part of the Loan
Agreement as Schedule 1.1(b) thereto.



     (q) The addresses for notices for the New Banks and their Applicable Lending Offices
shall be as set forth on the signature pages to this Amendment until changed in accordance
with the terms of the Loan Agreement.



     4. Replaced Notes. Upon the Effective Date, the Agent and the Syndication Agent shall
mark their existing Revolving Notes, Term Notes and Term Notes (Foreign Currency) (but not the
Swingline Note) “cancelled” and return them to the Company on request.



     5. Security Agreement. Section 5 of the Security Agreement is amended to provide:




Disposition of Collateral. The Grantors will not sell, lease or
otherwise dispose of, or discount or factor with or without recourse, any
Collateral, except as permitted by the Credit Agreement.



     6. Conditions to Effectiveness of this Amendment. This Amendment shall be effective
as of September 17, 2004 (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 New Banks, and the following conditions are satisfied:



     (a) Before and 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 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.



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



     (c) No Material Adverse Effect shall have occurred since August 10, 2004.



     (d) No revisions shall have been made to the articles of incorporation or bylaws of any
of the Borrowers since August 10, 2004.



     (e) The Agent shall have received the following, each duly executed or certified, as
the case may be, and dated as of the date of delivery thereof:




     (i) new Revolving Notes, Term Notes and Term Notes (Foreign Currency) payable
to each Bank (the “New Notes”) duly executed by the Borrowers; and




     (ii) such other documents, instruments and approvals as the Agent may
reasonably request.



     7. Covenant Regarding Collateral. The Borrowers covenant that (a) they shall supply
the Agent not later than March 16, 2005: the mortgages (or deeds of trust), title insurance
commitments and Phase I environmental reports as well as agreed forms of security agreements with
respect to patents, trademarks and copyrights that have been requested by the Agent prior to the
date of this Amendment; and (b) they shall use their commercially reasonable efforts (i) to obtain
by such date the landlord waivers and (ii) to complete and file by such date the security
agreements based upon the forms agreed upon as described in clause (a) above with respect to
patents, trademarks and copyrights, that have been requested by the Agent prior to the date of this
Amendment. Failure by the Borrowers to comply in all material respects with this covenant shall
constitute an Event of Default under the Loan Agreement.



     8. 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
(including the New 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
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 the New Notes are within their corporate powers and have been
duly authorized by all necessary corporate action; (ii) this Amendment and the New Notes have 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) no Events of Default or Default exist and are continuing.



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9. 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 the New Notes and any other document
required to be furnished herewith, 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 New Notes, 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) 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 New Notes shall be binding upon the Borrowers, the Banks,
the Agent, the Syndication Agent and their respective successors and assigns, and shall
inure to the benefit of the Borrowers, the Banks, the Agent, the Syndication Agent and the
successors and 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



	 	 	 	 	 
	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	 	 
	

	 	 	 	 






[Signature Page to First Amendment to Loan Agreement]




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	CVS HOLDINGS, INC.  

	 
	 	 	 	 
	By:

	 	/s/ CHAD M. UTRUP	 	 
	

	 	 	 	 
	 
	 	 	 	 
	Title

	 	CFO	 	 
	

	 	 	 	 
	 
	 	 	 	 
	TRIM SYSTEMS, INC.

	 
	 	 	 	 
	By:

	 	/s/ CHAD M. UTRUP	 	 
	

	 	 	 	 
	 
	 	 	 	 
	Title

	 	CFO	 	 
	

	 	 	 	 
	 
	 	 	 	 
	FOREIGN CURRENCY BORROWERS:

	 
	 	 	 	 
	COMMERCIAL VEHICLE SYSTEMS LIMITED

	 
	 	 	 	 
	By:

	 	/s/ CHAD M. UTRUP	 	 
	

	 	 	 	 
	 
	 	 	 	 
	Title

	 	CFO	 	 
	

	 	 	 	 
	 
	 	 	 	 
	By:

	 	/s/ MERVIN DUNN	 	 
	

	 	 	 	 
	 
	 	 	 	 
	Title

	 	CEO	 	 
	

	 	 	 	 






[Signature Page to First Amendment to Loan Agreement]




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	KAB SEATING LIMITED  

	 
	 	 	 	 
	By:

	 	/s/ CHAD M. UTRUP	 	 
	

	 	 	 	 
	 
	 	 	 	 
	Title

	 	CFO	 	 
	

	 	 	 	 
	 
	 	 	 	 
	By:

	 	/s/ MERVIN DUNN	 	 
	

	 	 	 	 
	 
	 	 	 	 
	Title

	 	CEO	 	 
	

	 	 	 	 
	 
	 	 	 	 
	BOSTROM LIMITED

	 
	 	 	 	 
	By:

	 	/s/ CHAD M. UTRUP	 	 
	

	 	 	 	 
	 
	 	 	 	 
	Title

	 	CFO	 	 
	

	 	 	 	 
	 
	 	 	 	 
	By:

	 	/s/ MERVIN DUNN	 	 
	

	 	 	 	 
	 
	 	 	 	 
	Title

	 	CEO	 	 
	

	 	 	 	 
	 
	 	 	 	 
	BOSTROM INTERNATIONAL LIMITED

	 
	 	 	 	 
	By:

	 	/s/ CHAD M. UTRUP	 	 
	

	 	 	 	 
	 
	 	 	 	 
	Title

	 	CFO	 	 
	

	 	 	 	 
	 
	 	 	 	 
	By:

	 	/s/ MERVIN DUNN	 	 
	

	 	 	 	 
	 
	 	 	 	 
	Title

	 	CEO	 	 
	

	 	 	 	 
	 
	 	 	 	 
	CVS HOLDINGS LIMITED

	 
	 	 	 	 
	By:

	 	/s/ CHAD M. UTRUP	 	 
	

	 	 	 	 
	 
	 	 	 	 
	Title

	 	CFO	 	 
	

	 	 	 	 
	 
	 	 	 	 
	By:

	 	/s/ MERVIN DUNN	 	 
	

	 	 	 	 
	 
	 	 	 	 
	Title

	 	CEO	 	 
	

	 	 	 	 






[Signature Page to First Amendment to Loan Agreement]




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	U.S. BANK NATIONAL ASSOCIATION  

	 
	 	 	 	 
	By:

	 	/s/ ROBERT A. ROSATI	 	 
	

	 	 	 	 
	 
	 	 	 	 
	Title

	 	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







[Signature Page to First Amendment to Loan Agreement]




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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







[Signature Page to First Amendment to Loan Agreement]




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	ASSOCIATED BANK, N.A.  

	 
	 	 	 	 
	By:

	 	/s/ DANIEL HOLZHAUER	 	 
	

	 	 	 	 
	 
	 	 	 	 
	Title

	 	AVP	 	 
	

	 	 	 	 
	 
	 	 	 	 
	Address:

	401 E. Kilbourn Avenue

	Suite 400

	Milwaukee, WI 53202

	Fax: 414-283-2300

	Attention: Daniel Holzhauer

	E-mail: Daniel.holzhauer@associatedbank.com







[Signature Page to First Amendment to Loan Agreement]




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	CITIZEN BANK OF PENNSYLVANIA

	 
	 	 	 	 
	By:

	 	/s/ JOHN J. LIGDAY, JR.
	 	 
	

	 	 	 	 
	 
	 	 	 	 
	Title

	 	Vice President	 	 
	

	 	 	 	 
	 
	 	 	 	 
	Address:

	525 William Penn Place

	Room 2910

	Pittsburgh, PA 15219-1729

	Fax: 412-552-6307

	Attention: John J. Ligday Jr.

	E-mail: john.ligday@citzensbank.com







[Signature Page to First Amendment to Loan Agreement]




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	NATIONAL CITY BANK OF THE MIDWEST  

	 
	 	 	 	 
	By

	 	/s/ OLIVER GLENN	 	 
	

	 	 	 	 
	 
	 	 	 	 
	Title

	 	Vice President	 	 
	

	 	 	 	 
	 
	 	 	 	 
	Address:

	1001 S. Worth; Locator R-J40-4D

	Birmingham, Michigan 48009

	Fax: 248-901-2097

	Attention: Oliver Glenn

	E-mail: oliver.glenn@nationalcity.com







[Signature Page to First Amendment to Loan Agreement]




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	SUNTRUST BANK  

	 
	 	 	 	 
	By

	 	/s/ WILLIAM C. HUMPHRIES	 	 
	

	 	 	 	 
	 
	 	 	 	 
	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







[Signature Page to First Amendment to Loan Agreement]




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	PNC BANK, NATIONAL ASSOCIATION  

	 
	 	 	 	 
	By:

	 	/s/ JEFFREY L. STEIN	 	 
	

	 	 	 	 
	 
	 	 	 	 
	Title

	 	Vice President	 	 
	

	 	 	 	 
	 
	 	 	 	 
	Address:

	201 East Fifth Street

	Cincinnati, OH 45202

	Fax: 513-651-8951

	Attention: Jeff Stein

	E-Mail: jeffrey.stein@pncbank.com







[Signature Page to First Amendment to Loan Agreement]




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EXHIBIT A TO




FIRST AMENDMENT TO




REVOLVING CREDIT AND




TERM LOAN AGREEMENT




Schedule 1.1(b)




to Revolving Credit and




Term Loan Agreement




COMMITMENT AMOUNTS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Term Loan	 
	 	 	 	 	 	 	Term Loan	 	 	Commitment	 
	 	 	Revolving	 	 	Commitment	 	 	Amount (Foreign	 
	Bank	 	Commitment Amount	 	 	Amount	 	 	Currency)	 
	U.S. Bank National Association
	 	$	10,600,000	 	 	$	13,780,000	 	 	£	1,869,235.01	 
	Comerica Bank
	 	$	8,700,000	 	 	$	11,310,000	 	 	£	1,534,183.45	 
	Associated Bank, N.A.
	 	$	4,200,000	 	 	$	5,460,000	 	 	£	740,640.29	 
	Citizens Bank of Pennsylvania
	 	$	4,200,000	 	 	$	5,460,000	 	 	£	740,640.29	 
	National City Bank of the Midwest
	 	$	4,200,000	 	 	$	5,460,000	 	 	£	740,640.29	 
	Sun Trust Bank
	 	$	4,200,000	 	 	$	5,460.000	 	 	£	740,640.29	 
	PNC Bank, National Association
	 	$	3,900,000	 	 	$	5,070,000	 	 	£	687,737.41	 








Ex A-1