exv10w2






Exhibit 10.2




SUPPLEMENTAL INDENTURE




     SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 7, 2009, between
CVG CS LLC (the “New Guarantor”), an indirect Subsidiary of Commercial Vehicle Group, Inc., a
Delaware corporation (the “Company”), the subsidiaries of the Company listed on the signature pages
hereto (together with the New Guarantor, the “Subsidiary Guarantors”) and U.S. Bank National
Association, as trustee (the “Trustee”).



WITNESSETH:




     WHEREAS, the Company and the subsidiaries of the Company listed on the signature pages thereof
have each heretofore executed and delivered to the Trustee an Indenture (as supplemented or amended
from time to time, the “Indenture”), dated as of July 6, 2005, providing for the issuance by the
Company of its 8% Senior Notes due 2013 (the “Securities”); and



     WHEREAS, Section 4.12 of the Indenture provides that under certain circumstances the Company
is required to cause the New Guarantor to execute and deliver to the Trustee for the benefit of the
Holders a supplemental agreement pursuant to which the New Guarantor shall unconditionally
guarantee all of the Company’s obligations under the Securities pursuant to a Guarantee on the
terms and conditions set forth herein.



     NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the New Guarantor covenants and agrees
for the equal and ratable benefit of the Holders of the Securities as follows:



     (1) CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture.



     (2) AGREEMENT TO GUARANTEE. The New Guarantor hereby agrees, jointly and severally with all
other Subsidiary Guarantors, to unconditionally guarantee the Company’s obligations under the
Securities on the terms and subject to the conditions set forth in Article 10 of the Indenture and
to be bound by all other applicable provisions of the Indenture.



     (3) RATIFICATION OF SUPPLEMENTAL INDENTURE; SUPPLEMENTAL INDENTURE PART OF INDENTURE. Except
as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the
terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every holder of the Securities
heretofore or hereafter authenticated and delivered shall be bound hereby.



     (4) NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder
of the New Guarantor, as such, shall have any liability for any obligations of the Company under
the Securities or the Indenture or any Subsidiary Guarantor under its Subsidiary Guarantee, the
Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of,
such obligations or their creation. By accepting a Security, each Securityholder shall waive and
release all such liability. The waiver and release shall be part of the consideration for issuance
of the Subsidiary Guarantee.



 









 





     (5) EFFECTIVENESS. This Supplemental Indenture shall be effective upon execution by the
parties hereto.



     (6) RECITALS. The recitals contained herein shall be taken as the statements of the Company
and the Subsidiary Guarantors.



     (7) NEW YORK LAW TO GOVERN. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW.



     (8) COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture.
Each signed copy shall be an original, but all of them together represent the same agreement.



     (9) EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not
affect the construction hereof.



2









 





     IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed as
of the date first written above.



	 	 	 	 	 	 	 
	 	 	CVG CS LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Chad M. Utrup
 

Name: Chad M. Utrup
	 	 
	 

	 	 	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	COMMERCIAL VEHICLE GROUP, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	      /s/ Chad M. Utrup
 

Name: Chad M. Utrup
	 	 
	 

	 	 	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	CABARRUS PLASTICS, INC.	 	 
	 	 	TRIM SYSTEMS, INC.	 	 
	 	 	TRIM SYSTEMS OPERATING CORP.	 	 
	 	 	NATIONAL SEATING COMPANY	 	 
	 	 	CVS HOLDINGS, INC.	 	 
	 	 	SPRAGUE DEVICES, INC.	 	 
	 	 	CVG MANAGEMENT CORPORATION	 	 
	 	 	CVG LOGISTICS LLC	 	 
	 	 	MAYFLOWER VEHICLE SYSTEMS, LLC	 	 
	 	 	MONONA CORPORATION	 	 
	 	 	MONONA WIRE CORPORATION	 	 
	 	 	MONONA (MEXICO) HOLDINGS LLC	 	 
	 	 	CVG EUROPEAN HOLDINGS, LLC	 	 
	 	 	CVG OREGON, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	      /s/ Chad M. Utrup
 

Name: Chad M. Utrup
	 	 
	 

	 	 	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	      /s/ Richard Prokosch
 

Name: Richard Prokosch
	 	 
	 

	 	 	 	Title: Vice President	 	 





[Supplemental
Indenture_CVG CS LLC]