exv10w1



 





Exhibit 10.1




Execution Copy




ELEVENTH AMENDMENT TO REVOLVING CREDIT

AND TERM LOAN AGREEMENT




     THIS ELEVENTH AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Amendment”) dated
as of March 10, 2008, 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, by a Sixth
Amendment to Revolving Credit and Term Loan Agreement dated as of December 29, 2005, by a Waiver
and Seventh Amendment to Revolving Credit and Term Loan Agreement dated as of March 26, 2007, by an
Eighth Amendment to Revolving Credit and Term Loan Agreement dated as of June 26, 2007, by an
Amendment and Waiver Letter dated August 16, 2007 and by a Tenth Amendment to Revolving Credit and
Term Loan Agreement dated as of September 28, 2007 (as amended, the “Loan Agreement”);



     WHEREAS, the Company has requested that the Banks agree to various amendments to the Loan
Agreement to facilitate future operations, specifically to allow the formation of certain new
Foreign Subsidiaries that will become Foreign Currency Borrowers, 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. Amendments to Loan Agreement. The Loan Agreement is hereby amended as follows:




     (a) The definition of “Applicable Margin” in Section 1.1 of the Loan Agreement by
replacing the existing table with the table below effective as of the Eleventh Amendment
Effective Date:



 









 





	 	 	 	 	 	 	 	 	 
	 	 	Eurocurrency	 	Prime Rate
	Total Leverage Ratio	 	Rate Advances	 	Advances
	 
	 	 	 	 	 	 	 	 
	> 6.00 X
	 	 	4.75	%	 	 	3.25	%
	= 5.00 X to < 6.00 X
	 	 	4.25	%	 	 	2.75	%
	= 4.00 X to < 5.00 X
	 	 	3.75	%	 	 	2.25	%
	= 3.00 X to < 4.00 X
	 	 	3.25	%	 	 	1.75	%
	= 2.50 X to < 3.00 X
	 	 	2.75	%	 	 	1.50	%
	= 2.00 X to < 2.50X
	 	 	2.25	%	 	 	1.00	%
	=1.50 X to < 2.00 X
	 	 	2.00	%	 	 	0.75	%
	< 1.50 X
	 	 	1.75	%	 	 	0.50	%







     (b) The following definition of “Eleventh Amendment Effective Date” is added to Section
1.1 of the Loan Agreement in appropriate alphabetical order:




     “Eleventh Amendment Effective Date” means the date upon which all
conditions to effectiveness of that certain Eleventh Amendment to Revolving Credit
and Term Loan Agreement dated as of March 10, 2008, by and among the Company, the
Subsidiary Borrowers parties thereto, the Foreign Currency Borrowers parties
thereto, the Banks parties thereto, 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”) are satisfied.




     (c) The definition of “UK Restructuring Transaction” in Section 1.1 of the Loan
Agreement is amended in its entirety to read as follows:




     “UK Restructuring Transaction”: A series of transactions and
Dispositions whereby, among other things, the Borrower will organize two new Foreign
Subsidiaries, one of which will own all of the ordinary Equity Interests in KAB
Seating Limited and one of which will be a direct Subsidiary of KAB Seating Limited
and which will own the intellectual property previously owned by KAB Seating
Limited, all as further set out in that certain Commercial Vehicle Group, Inc. UK
Uncheck Planning presentation, as prepared by Deloitte Development LLC and as
presented to the Banks prior to the Eleventh Amendment Effective Date, as such
presentation may be updated with the consent



2









 






of the Agent (such consent not to be unreasonably withheld, delayed or conditioned).




     (d) The definition of “Unused Revolving Commitment” in Section 1.1 of the Loan
Agreement is amended by adding the following to the end thereof:




For the avoidance of doubt, notwithstanding the additions of clauses (iii) and (iv)
to Section 2.1(a) of the Agreement, for purposes of calculating the Revolving
Commitment Fees, the “Unused Revolving Commitment” shall not be reduced to take into
account any possible reduced availability of the Revolving Commitment as a result of
the effects of such clauses.




     (e) Section 2.1(a) of the Loan Agreement is amended by deleting from the first sentence
thereof the last clause (which begins “and provided, further”) and replacing
it with the following:




and provided, further, that no Revolving Loan or any Swing-Line Loan
will be made in any amount which, after giving effect thereto, would cause the Total
Revolving Outstandings to exceed the lesser of (i) the Aggregate Revolving
Commitment Amounts, (ii) the Borrowing Base, (iii) from and after the Eleventh
Amendment Effective Date, $50,000,000, until such time as the Fixed Charge Coverage
Ratio is not less than 1.15 to 1.00 at the end of any fiscal quarter for the twelve
months then ended and the Total Leverage Ratio is at or below 3.50 to 1.00
at the end of the same fiscal quarter for the twelve months then ended and a working
capital collateral audit in form and substance reasonably satisfactory to the Agent
shall have been completed, then at such time and so long as no Default or
Event of Default exists at such time, the $50,000,000 amount shall be increased to
$75,000,000 and (iv) from and after the date following the Eleventh Amendment
Effective Date when the amount shall have been increased to $75,000,000 as described
in subsection (iii) above, until such time as the Fixed Charge Coverage Ratio is not
less than 1.25 to 1.00 at the end of any fiscal quarter for the twelve months then
ended and the Total Leverage Ratio is at or below 3.00 to 1.00 at the end of
the same fiscal quarter for the twelve months then ended, then at such time
and so long as no Default or Event of Default exists at such time, the $75,000,000
amount shall be increased to $100,000,000.




     (f) Section 6.1(r) of the Loan Agreement is amended in its entirety to read as follows:




     (r) other Liens not described above securing obligations other than
Indebtedness, provided such Liens do not secure obligations in excess of
$2,000,000 in the aggregate at any one time;




     (g) Section 6.2(b)(iii) of the Loan Agreement is amended in its entirety to read as
follows:




     (iii) the aggregate fair market value of all assets so sold by a Borrower and
its Subsidiaries, together, shall not exceed $3,000,000 in any fiscal year.



3









 






     (h) Section 6.2 of the Loan Agreement is amended by deleting the word “and” after
Section 6.2 (i), deleting the period at the end of Section 6.2 (j) and inserting a
semi-colon in its place followed by the word “and”, and adding the following new Section 6.2
(k) thereafter:




     (k) Dispositions that are part of the UK Restructuring Transaction.




     (i) Section 6.3 of the Loan Agreement is amended by deleting “and” immediately prior to
clause (ii) thereof and adding the following immediately after clause (ii):




     “and (iii) the UK Restructuring Transaction”




     (j) Section 6.4(v) of the Loan Agreement is amended in its entirety to read as follows:




     (v) creation of, and capital contributions to, (i) Domestic Subsidiaries,
provided such Borrower and such Subsidiary shall have complied with the
terms of Section 5.12 to the extent required and (ii) Foreign Subsidiaries,
provided that the capital contributions to Foreign Subsidiaries shall not
exceed the sum of $60,000,000 (plus any return of capital or dividends received by
the Company from Foreign Subsidiaries) during the term of this Agreement;
provided further, that the capital contributions to those Foreign
Subsidiaries that are not Foreign Currency Borrowers after the Eleventh Amendment
Effective Date shall not exceed $15,000,000 (plus any return of capital or dividends
received by the Company from such Foreign Subsidiaries) during the remaining term of
this Agreement; provided also, that for the avoidance of doubt, the
calculation of the outstanding amount of Investments permitted by this subsection
shall only be given effect one time with respect to any Investment contributed to
and through one Subsidiary solely for purposes of consummating an Investment in
another Subsidiary; and provided that the limitations of this subsection
shall not apply to (x) Investments in connection with consummating the UK
Restructuring Transaction, or (y) Investments that are contributed through one or
more Subsidiaries and are immediately thereafter contributed to a Foreign Currency
Borrower (including for the avoidance of doubt a contribution to such Foreign
Currency Borrower).




     (k) A new Section 6.4(y) is added to the Loan Agreement which provides:




     (y) the UK Restructuring Transaction.




     (l) Section 6.5(d) of the Loan Agreement is amended in its entirety to read as follows:




     (d) Indebtedness not to exceed $4,000,000 in the aggregate at any time
outstanding, consisting of Capital Lease Obligations or secured by Liens permitted
by Section 6.1(i);



4









 






     (m) Section 6.5(e) of the Loan Agreement is amended in its entirety to read as follows:




     (e) (i) unsecured intercompany Indebtedness permitted pursuant to Section
6.4(b) and (ii) unsecured intercompany Indebtedness incurred in connection with the
UK Restructuring Transaction.




     (n) Section 6.5(p) of the Loan Agreement is amended by replacing the reference to
“$1,000,000” with “$2,000,000”.




     (o) Section 6.6 of the Loan Agreement is amended by deleting the word “and” after
Section 6.6 (j), deleting the period at the end of Section 6.6 (k) and inserting a
semi-colon in its place followed by the word “and”, and adding the following new Section 6.6
(l) thereafter:




     (l) an intellectual property license agreement in favor of KAB Seating Limited
from one of its Subsidiaries as a part of the UK Restructuring Transaction.




     (p) Section 6.19 Total Leverage Ratio of the Loan Agreement is amended by
deleting the last four subparagraphs thereof and replacing them with the following:



	 	 	 	 	 
	December 31, 2007
	 	 	4.75 to 1.00	 
	 
	 	 	 	 
	March 31, 2008
	 	 	6.10 to 1.00	 
	 
	 	 	 	 
	June 30, 2008
	 	 	5.65 to 1.00	 
	 
	 	 	 	 
	September 30, 2008
	 	 	5.15 to 1.00	 
	 
	 	 	 	 
	December 31, 2008
	 	 	4.75 to 1.00	 
	 
	 	 	 	 
	March 31, 2009
	 	 	4.50 to 1.00	 
	 
	 	 	 	 
	June 30, 2009
	 	 	4.00 to 1.00	 
	 
	 	 	 	 
	September 30, 2009
	 	 	3.50 to 1.00	 
	 
	 	 	 	 
	December 31, 2009 and each fiscal quarter end thereafter
	 	 	3.00 to 1.00	 







     (q) Section 6.20 Fixed Charge Coverage Ratio of the Loan Agreement is amended
by replacing subparagraphs (c), (d) and (e) with the following:




     (c) for the twelve months then ended measured at the end of the fiscal quarter
ending March 31, 2008, to be less than 0.80 to 1.00;




     (d) for the twelve months then ended measured at the end of the fiscal quarter
ending June 30, 2008, to be less than 0.85 to 1.00;



5









 






     (e) for the twelve months then ended measured at the end of the fiscal quarters
ending September 30, 2008, December 31, 2008 and March 31, 2009, to be less than
0.90 to 1.00;




     (f) for the twelve months then ended measured at the end of the fiscal quarter
ending June 30, 2009, to be less than 1.00 to 1.00;




     (g) for the twelve months then ended measured at the end of the fiscal quarter
ending September 30, 2009, to be less than 1.15 to 1.0; and




     (h) for the twelve months then ended measured at the end of the fiscal quarters
ending December 31, 2009 and thereafter to be less than 1.25 to 1.00.




     (r) Section 6.21 Interest Coverage Ratio of the Loan Agreement is amended by
replacing subparagraph (b) with the following:




     (b) for the twelve months then ended measured at the end of the fiscal quarters
pending December 31, 2005 through December 31, 2007, to be less than 2.50 to 1.00;




     (c) for the twelve months then ended measured at the end of the fiscal quarter
ending March 31, 2008, to be less than 2.00 to 1.00;




     (d) for the twelve months then ended measured at the end of the fiscal quarters
ending June 30, 2008 and September 30, 2008, to be less than 2.25 to 1.00; and




     (e) for the twelve months then ended measured at the end of the fiscal quarters
ending December 31, 2008 through December 31, 2009 and thereafter, to be less than
2.50 to 1.00.



     3. Waivers. Effective as of the Eleventh Amendment Effective Date (as defined
herein), in accordance with Section 10.5 of the Credit Agreement, the Agents and the Required Banks
hereby waive (i) any Defaults and Event of Default that would otherwise arise under Section 7.1 of
the Credit Agreement as a result of the Borrowers’ failure to provide proper notice to the Agent
pursuant to Section 9 of the Security Agreement that the chief executive office and/or principal
place of business of the Company and each Subsidiary Borrower and/or Grantor under the Security
Agreement was moved effective as of January 28, 2008 to 7800 Walton Parkway, New Albany, Ohio 43054
and (ii) any additional Defaults or Events of Default that have occurred as a consequence of such
failure (including, without limitation (x) any breach in representations and warranties, (y) the
continuation or conversion of a Eurocurrency Rate Advance during a Default or Event of Default and
(z) failure to provide any notice of Default or Event of Default as required by the Loan
Documents).



     4. Conditions to Effectiveness of this Amendment. This Amendment shall be effective
as of the date set forth above (the “Effective Date”), once the Agent has received sufficient
counterparts of this Amendment as required by the Agent, duly executed by the Borrowers and the
Required Banks, together with an amendment fee in the amount of $200,000 to be shared by



6









 




the Banks pro rata in proportion to their Revolving Commitments and a fee to the Agent as
described in a separate fee letter of even date herewith 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. Conditions Subsequent. The Agent shall have received from the Borrower in form and
substance reasonably satisfactory to the Agent the following (and the failure of the Borrower to
provide the same shall be an Event of Default under the Loan Agreement):




     (a) Within 60 days after the Effective Date (or a later date as agreed by the Agent):




     (i) a pledge agreement governed by Luxembourg law whereby the Company and CVG
European Holdings, LLC each pledges to the Agent for the benefit of the Banks not
less than 65% of its owned shares of CVG Global S.a.r.l., together with an opinion
of Luxembourg counsel to the Company and CVG European Holdings, LLC; and




     (ii) a pledge agreement governed by Bermuda law whereby the Company and CVG
European Holdings, LLC each pledges to the Agent for the benefit of the Banks not
less than 65% of its owned interests of CVG International LP, together with an
opinion of counsel to the Company and CVG European Holdings, LLC.




     (b) Within 14 days after the consummation of the UK Restructuring Transaction (or a
later date as agreed by the Agent):




     (i) A joinder agreement or assumption letter from each of the new Foreign
Subsidiaries organized as a part of the UK Restructuring Transaction pursuant to
which each of such Foreign Subsidiaries becomes a Foreign Currency Borrower under
the Loan Agreement.




     (ii) A Guarantee and Debenture (or a joinder agreement) in form and substance
reasonably satisfactory to the Agent duly executed by each of the new Foreign
Subsidiaries organized as a part of the UK Restructuring Transaction guaranteeing
payment of, and providing collateral for, the Foreign Currency Obligations under the
Loan Agreement upon substantially the same terms and conditions as the other Foreign
Currency Borrowers under the Loan Agreement.



7









 






     (iii) A certificate of the Secretary or Assistant Secretary (or other
appropriate officer or director) of each of the new Foreign Subsidiaries dated
appropriately and certifying as to the following:




     A. A true and accurate copy of the corporate resolutions (or the
equivalent) of each such new Foreign Currency Borrower authorizing the
execution, delivery and performance of the Loan Documents to which it is a
party contemplated hereby and thereby;




     B. The incumbency, names, titles and signatures of the officers or
directors of each such new Foreign Currency Borrower authorized to execute
the Loan Documents to which such new Foreign Currency Borrower is a party
and to request Advances;




     C. A true and accurate copy of the certificate of incorporation (or the
equivalent) of such new Foreign Currency Borrower with all amendments
thereto, certified by the appropriate governmental official of the
jurisdiction of its incorporation as of a date not more than 30 days prior
to the date of the Secretary or Assistant Secretary’s certificate;




     D. A true and accurate copy of the bylaws (or other constitutive
documents) for such new Foreign Currency Borrower; and




     E. A certificate of good standing (or equivalent certificate) for each
such new Foreign Currency Borrower issued by the jurisdiction of its
organization certified by the appropriate governmental official as of a date
not more than 30 days prior to the date of the Secretary or Assistant
Secretary’s certificate.




     (iv) An opinion of English counsel with respect to each new Foreign Subsidiary
covering the matters set forth in Exhibit 3.1(A) of the Loan Agreement (which
counsel shall be Dorsey & Whitney LLP).



     6. 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 after giving effect to this Amendment 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 (as amended hereby). 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




8












 




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.




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



[the remainder of this page intentionally left blank]




9









 








     IN WITNESS WHEREOF, the parties hereto have caused this Eleventh 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:

7800 Walton Parkway

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 1 to Eleventh Amendment]




 









 








	 	 	 	 	 
	 	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 	 



[Signature Page 2 to Eleventh Amendment]




 









 








	 	 	 	 	 
	 	CABARRUS PLASTICS, INC.

 	 
	 	By  	/s/ Chad M. Utrup
 	 
	 	 	Title  CFO 	 
	 	 	 	 
	 
	 	CVG OREGON, LLC

CVG EUROPEAN HOLDINGS, LLC

 	 
	 	By  	/s/ Chad M. Utrup
 	 
	 	 	Title  CFO 	 



[Signature Page 3 to Eleventh Amendment]




 









 








	 	 	 	 	 
	 	FOREIGN CURRENCY BORROWERS:




COMMERCIAL VEHICLE SYSTEMS LIMITED

 	 
	 	By  	/s/ Chad M. Utrup
 	 
	 	 	Title  CFO/Director 	 
	 	 	 	 
	 
	 	KAB SEATING LIMITED

 	 
	 	By  	/s/ Chad M. Utrup
 	 
	 	 	Title  CFO/Director 	 
	 	 	 	 
	 
	 	BOSTROM LIMITED

 	 
	 	By  	/s/ Chad M. Utrup
 	 
	 	 	Title  CFO/Director 	 
	 	 	 	 
	 
	 	BOSTROM INTERNATIONAL LIMITED

 	 
	 	By  	/s/ Chad M. Utrup
 	 
	 	 	Title  CFO/Director 	 
	 	




CVS HOLDINGS LIMITED

 	 
	 	By  	/s/ Chad M. Utrup
 	 
	 	 	Title  CFO/Director 	 



[Signature Page 4 to Eleventh Amendment]




 









 








	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION

 	 
	 	By  	/s/ Richard A. Clemmerson
 	 
	 	 	Title  Assistant Vice President 	 
	 
	 	In its individual corporate capacity and as Agent

Address:

800 Nicollet Mall

Minneapolis, MN 55402

Fax: 612-303-2258

Attention: Richard A. Clemmerson

 	 



[Signature Page 5 to Eleventh Amendment]




 









 






	 	 	 	 	 
	 	COMERICA BANK

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

Comerica Tower

500 Woodward Avenue

Detroit, Michigan 48226

Fax: 313-222-3389

Attention: Timothy J. Campbell

 	 



[Signature Page 6 to Eleventh Amendment]




 









 








	 	 	 	 	 
	 	ASSOCIATED BANK, N.A.

 	 
	 	By  	/s/ [Illegible]
 	 
	 	 	Title  AVP 	 
	 
	 	Address:

401 E. Kilbourn Avenue

Suite 400

Milwaukee, WI 53202

Fax: 414-283-2300

Attention: Viktor Gottlieb

E-mail: Viktor.Gottlieb@associatedbank.com

 	 



[Signature Page 7 to Eleventh Amendment]




 









 








	 	 	 	 	 
	 	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

 	 



[Signature Page 8 to Eleventh Amendment]




 









 








	 	 	 	 	 
	 	NATIONAL CITY BANK

 	 
	 	By  	/s/ Kirk M. Mader
 	 
	 	 	Title  Vice President 	 
	 
	 	Address:

One East Fourth Street; Locator 25-C211A

Cincinnati, OH 45202

Fax: 513-455-9722

Attention: Kirk M. Mader

E-mail: kirk.mader@nationalcity.com

 	 



[Signature Page 9 to Eleventh Amendment]





 









 








	 	 	 	 	 
	 	SUNTRUST BANK

 	 
	 	By  	/s/ William 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 10 to Eleventh Amendment]




 









 








	 	 	 	 	 
	 	PNC BANK, NATIONAL ASSOCIATION

 	 
	 	By  	/s/ C. Randell Kron
 	 
	 	 	Title  Vice President 	 
	 
	 	Address:

201 East Fifth Street

Cincinnati, OH 45202

Fax: 513-651-8951

Attention: Charles Kron

E-Mail: charles.kron@pncbank.com

 	 



[Signature Page 11 to Eleventh Amendment]




 









 








	 	 	 	 	 
	 	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

 	 



[Signature Page 12 to Eleventh Amendment]




 









 








	 	 	 	 	 
	 	LASALLE BANK NATIONAL ASSOCIATION

 	 
	 	By  	/s/ Steven P. Shepard
 	 
	 	 	Title  SVP 	 
	 
	 	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

 	 



[Signature Page 13 to Eleventh Amendment]