exv4w1






Exhibit 4.1




AMENDMENT NO. 1

TO

RIGHTS AGREEMENT




     This AMENDMENT NO. 1 to RIGHTS AGREEMENT (this “Amendment”) between Commercial Vehicle
Group, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A.,
as rights agent (the “Rights Agent”), is dated March 9, 2011 and effective as of March 8,
2011 (“Effective Date”).



     WHEREAS, the Company and the Rights Agent entered into that certain Rights Agreement, dated as
of May 21, 2009 (the “Rights Agreement”);



     WHEREAS, Section 27 of the Rights Agreement permits the amendment of the Rights Agreement by
the Board of Directors of the Company (the “Board”);



     WHEREAS, the Board, by resolutions duly adopted, has deemed it advisable and in the best
interests of the Company and its stockholders to amend certain provisions of the Rights Agreement,
as set forth below, in order to effectuate the termination of the Rights Agreement as of the date
hereof; and



     WHEREAS, no Person (as such term is defined in the Rights Agreement) has become an Acquiring
Person (as such term is defined in the Rights Agreement); and



     NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein,
and intending to be legally bound, the parties hereto agree as follows:



     1. Amendments to the Rights Agreement.



     (a) Paragraph (a), clause (i) of Section 7 of the Rights Agreement is hereby amended and
restated to read in its entirety as follows:




“(i) the Close of Business on March 8, 2011 (the “Final Expiration Date”),”



     (b) Section 7 of the Rights Agreement is hereby amended and supplemented by adding the
following provision immediately following clause (f) thereof:




“(g) The Rights shall expire on the Final Expiration Date, and upon such expiration,
all rights pertaining thereto shall be extinguished.”



     (c) The paragraph under “Expiration” of the Summary of Rights to Purchase Preferred Shares,
attached as Exhibit C to the Rights Agreement, is hereby amended so that the reference to “May 20,
2019” is replaced with “March 8, 2011”.



     (d) The Exhibits to the Rights Agreement are hereby restated to reflect this Amendment,
including all conforming changes.



 









 





     2. Effect of this Amendment. It is the intent of the parties that this Amendment
constitutes an amendment of the Rights Agreement as contemplated by Section 27 thereof. This
Amendment shall be deemed effective as of the date hereof as if executed by both parties hereto on
such date. Except as otherwise expressly provided in this Amendment, the Rights Agreement shall
remain unchanged and in full force and effect.



     3. Counterparts. This Amendment may be executed in any number of counterparts and
each of such counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute one and the same instrument. A signature to this Agreement
transmitted electronically shall have the same authority, effect and enforceability as an original
signature.



     4. Governing Law. This Amendment shall be deemed to be a contract made under
the laws of the State of Delaware and for all purposes shall be governed by and construed in
accordance with the laws of such state applicable to contracts to be made and performed entirely
within such state.



     5. Severability. If any term, provision, covenant or restriction of this Amendment is
held by a court of competent jurisdiction or other authority to be invalid, illegal or
unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment
shall remain in full force and effect and shall in no way be affected, impaired or invalidated.



     6. Descriptive Captions. The captions herein are included for convenience of
reference only, do not constitute a part of this Amendment and shall be ignored in the construction
and interpretation hereof.



[Signature Page Follows]






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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Rights Agreement to
be duly executed and delivered as of the Effective Date.



	 	 	 	 	 	 	 

	 	 	COMMERCIAL VEHICLE GROUP, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Chad M. Utrup	 	 
	 

	 	Name:
	 	 

Chad M. Utrup
	 	 
	 

	 	Title:
	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	COMPUTERSHARE TRUST COMPANY, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kellie Gwinn	 	 
	 

	 	Name:
	 	 

Kellie Gwinn
	 	 
	 

	 	Title:
	 	Vice President	 	 







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