exv10w1



 






Exhibit 10.1




Execution1a




SIXTH AMENDMENT TO REVOLVING CREDIT

AND TERM LOAN AGREEMENT




     THIS SIXTH AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Amendment”) dated as
of December 29, 2005, 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 and by a
Fifth Amendment to Revolving Credit and Term Loan Agreement dated as of July 12, 2005 (as amended,
the “Loan Agreement”);



     WHEREAS, the Company has requested that the Banks agree to an amendment to the covenant
regarding Capital Expenditures as set out in the Loan Agreement and the Banks are willing to do so
on the terms and subject to the conditions set forth in this Amendment; and



     WHEREAS, the Agent, in its capacity as Agent and a Bank under the Loan Agreement has agreed to
the transfer of the Loans and Commitment of Credit Suisse, Cayman Islands Branch to the Agent, as a
Bank under the Loan Agreement and as of the effective date hereof, Credit Suisse, Cayman Islands
Branch shall no longer be a Bank 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. Amendments to Loan Agreement. The Loan Agreement is hereby amended as follows:




     (a) Section 6.18 of the Loan Agreement is amended in its entirety to read as follows:



 









 





          Section 6.18 Capital Expenditures. The Borrowers and their Subsidiaries shall not
make Capital Expenditures for any fiscal year in an aggregate amount in excess of $40,000,000.





     (b) Schedule 1.1(B) to this Amendment is substituted as Schedule 1.1(b) to the Loan
Agreement and Exhibit 5.2(a) hereto is substituted as Exhibit 5.2(a) to the Loan Agreement.



     3. Conditions to Effectiveness of this Amendment. This Amendment shall be effective
as of December 30, 2005 (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) 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 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.




     (c) No Material Adverse Effect shall have occurred since July 12, 2005.




     (d) No revisions shall have been made to the articles of incorporation or bylaws of any
of the Borrowers since July 12, 2005.




     (e) The Agent shall have received the following or shall receive the following
substantially simultaneously with the execution and delivery of this Amendment, each duly
executed or certified, as the case may be, and dated as of the date of delivery thereof:




     (i) new Revolving Note payable to the Agent (the “New Note”) duly executed by
the Borrowers (which shall be provided promptly after execution and delivery of this
Amendment);




     (ii) an officer’s certificate from each Foreign Currency Borrower certifying
resolutions of the board of directors, managers or member of each such Borrower
authorizing the changes in the Loan Agreement under this Amendment, the execution,
delivery and performance of this Amendment and all documents contemplated hereunder,
and certifying the designation of Authorized Officers to execute the Amendment;



     4. 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



2









 







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 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) no Events of
Default or Default exist and are continuing.



     5. 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



3









 







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.


[remainder of page intentionally left blank]




4









 





     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
	 

	 	 	 	  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
	 

	 	 	 	  Chad M. Utrup
	 
	 	 	 	 
	 

	 	Title	 	  CFO
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	NATIONAL SEATING COMPANY
	 
	 	 	 	 
	 

	 	By	 	  /s/ Chad M. Utrup
	 

	 	 	 	  Chad M. Utrup
	 
	 	 	 	 
	 

	 	Title	 	  CFO
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	TRIM SYSTEMS OPERATING CORP.
	 
	 	 	 	 
	 

	 	By	 	  /s/ Chad M. Utrup
	 

	 	 	 	  Chad M. Utrup
	 
	 	 	 	 
	 

	 	Title	 	  CFO
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	CVS HOLDINGS, INC.
	 
	 	 	 	 
	 

	 	By	 	  /s/ Chad M. Utrup
	 

	 	 	 	  Chad M. Utrup
	 
	 	 	 	 
	 

	 	Title	 	  CFO
	 

	 	 	 	 




[Signature Page to Sixth Amendment]




S-1









 





	 	 	 	 	 
	 	 	TRIM SYSTEMS, INC.
	 
	 	 	 	 
	 

	 	By	 	  /s/ Chad M. Utrup
	 

	 	 	 	  Chad M. Utrup
	 
	 	 	 	 
	 

	 	Title	 	  CFO
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	MAYFLOWER VEHICLE SYSTEMS, LLC
	 
	 	 	 	 
	 

	 	By	 	  /s/ Chad M. Utrup
	 

	 	 	 	  Chad M. Utrup
	 
	 	 	 	 
	 

	 	Title	 	  Treasurer & Secretary
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	CVG MANAGEMENT CORPORATION
	 
	 	 	 	 
	 

	 	By	 	  /s/ Chad M. Utrup
	 

	 	 	 	  Chad M. Utrup
	 
	 	 	 	 
	 

	 	Title	 	  CFO
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	MONONA CORPORATION
	 
	 	 	 	 
	 

	 	By	 	  /s/ Chad M. Utrup
	 

	 	 	 	  Chad M. Utrup
	 
	 	 	 	 
	 

	 	Title	 	  VP
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	MONONA WIRE CORPORATION
	 
	 	 	 	 
	 

	 	By	 	  /s/ Chad M. Utrup
	 

	 	 	 	  Chad M. Utrup
	 
	 	 	 	 
	 

	 	Title	 	  VP
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	MONONA (MEXICO) HOLDINGS, LLC
	 
	 	 	 	 
	 

	 	By	 	  /s/ Chad M. Utrup
	 

	 	 	 	  Chad M. Utrup
	 
	 	 	 	 
	 

	 	Title	 	  VP
	 

	 	 	 	 





S-2









 






	 	 	 	 	 
	 	 	CABARRUS PLASTICS, INC.
	 
	 	 	 	 
	 

	 	By	 	  /s/ Chad M. Utrup
	 

	 	 	 	  Chad M. Utrup
	 
	 	 	 	 
	 

	 	Title	 	  VP
	 

	 	 	 	 





S-3









 






	 	 	 	 	 
	 	 	FOREIGN CURRENCY BORROWERS:
	 
	 	 	 	 
	 	 	COMMERCIAL VEHICLE SYSTEMS LIMITED
	 
	 	 	 	 
	 

	 	By	 	  /s/ Chad M. Utrup
	 

	 	 	 	  Chad M. Utrup
	 
	 	 	 	 
	 

	 	Title	 	  CFO/Director
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	KAB SEATING LIMITED
	 
	 	 	 	 
	 

	 	By	 	  /s/ Chad M. Utrup
	 

	 	 	 	  Chad M. Utrup
	 
	 	 	 	 
	 

	 	Title	 	  CFO/Director
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	BOSTROM LIMITED
	 
	 	 	 	 
	 

	 	By	 	  /s/ Chad M. Utrup
	 

	 	 	 	  Chad M. Utrup
	 
	 	 	 	 
	 

	 	Title	 	  CFO/Director
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	BOSTROM INTERNATIONAL LIMITED
	 
	 	 	 	 
	 

	 	By	 	  /s/ Chad M. Utrup
	 

	 	 	 	  Chad M. Utrup
	 
	 	 	 	 
	 

	 	Title	 	  CFO/Director
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	CVS HOLDINGS LIMITED

	 
	 	 	 	 
	 

	 	By	 	  /s/ Chad M. Utrup
	 

	 	 	 	  Chad M. Utrup
	 
	 	 	 	 
	 

	 	Title	 	  CFO/Director
	 

	 	 	 	 





S-4









 






	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION
	 
	 	 	 	 
	 

	 	By	 	  /s/ Robert A. Rosati
	 

	 	 	 	  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






S-5









 






	 	 	 	 	 
	 	 	COMERICA BANK
	 
	 	 	 	 
	 

	 	By	 	  /s/ Matthew T. Breight
	 

	 	 	 	  Matthew T. Breight
	 
	 	 	 	 
	 

	 	Title	 	  Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address:
	 	 	Comerica Tower
	 	 	500 Woodward Avenue
	 	 	Detroit, Michigan 48226
	 	 	Fax: 313-222-3389
	 	 	Attention: Matthew T. Breight






S-6









 






	 	 	 	 	 
	 	 	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






S-7









 






	 	 	 	 	 
	 	 	CITIZENS BANK OF PENNSYLVANIA
	 
	 	 	 	 
	 

	 	By	 	  /s/ John J. Ligday, Jr.
	 

	 	 	 	 
	 
	 	 	 	  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






S-8









 






	 	 	 	 	 
	 	 	NATIONAL CITY BANK OF THE MIDWEST
	 
	 	 	 	 
	 

	 	By	 	  /s/ Oliver J. Glenn
	 

	 	 	 	 
	 
	 	 	 	  Oliver J. Glenn
	 
	 	 	 	 
	 

	 	Title	 	  Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address:
	 	 	755 West Big Beaver Road; Locator R-J40-25C
	 	 	Troy, Michigan 48084
	 	 	Fax: 248-901-2097
	 	 	Attention: Oliver Glenn
	 	 	E-mail: oliver.glenn@nationalcity.com






S-9









 






	 	 	 	 	 
	 	 	SUNTRUST BANK
	 
	 	 	 	 
	 

	 	By	 	  [illegible]
	 

	 	 	 	 
	 
	 	 	 	  [illegible]
	 
	 	 	 	 
	 

	 	Title	 	  Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	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






S-10









 






	 	 	 	 	 
	 	 	PNC BANK, NATIONAL ASSOCIATION
	 
	 	 	 	 
	 

	 	By	 	  [illegible]
	 

	 	 	 	 
	 
	 	 	 	  [illegible]
	 
	 	 	 	 
	 

	 	Title	 	  Credit Manager
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address:
	 	 	201 East Fifth Street
	 	 	Cincinnati, OH 45202
	 	 	Fax: 513-651-8628
	 	 	Attention: Tina McAneny
	 	 	E-Mail: kristina.mcaneny@pncbank.com






S-11









 






	 	 	 	 	 
	 	 	KEYBANK NATIONAL ASSOCIATION
	 
	 	 	 	 
	 

	 	By	 	  /s/ Roger D. Campbell
	 

	 	 	 	  Roger D. Campbell
	 
	 	 	 	 
	 

	 	Title	 	  SVP
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address:
	 	 	88 East Broad Street, 2nd Floor
	 	 	Columbus, Ohio 43215
	 	 	Fax: 614-460-3469
	 	 	Attention: Roger D. Campbell
	 	 	e-mail: Roger_campbell@keybank.com






S-12









 






	 	 	 	 	 
	 	 	LASALLE BANK NATIONAL ASSOCIATION
	 
	 	 	 	 
	 

	 	By	 	  /s/ Steven P. Shepard
	 

	 	 	 	  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







S-13