exv10w1



 





Exhibit 10.1

Execution Copy




TENTH AMENDMENT TO REVOLVING CREDIT

AND TERM LOAN AGREEMENT




     THIS TENTH AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Amendment”) dated as
of September 28, 2007, 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 and by an
Amendment and Waiver Letter dated August 16, 2007 (as amended, the “Loan Agreement”);



     WHEREAS, the Company has requested that the Banks agree to various amendments to the covenants
regarding reporting, financial ratios and certain other matters as set out in the Loan Agreement to
facilitate future operations and a Permitted Acquisition 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) Section 1.1 of the Loan Agreement is amended to add the following definition of “PEKM
Acquisition” in appropriate alphabetical order:



 









 






     “PEKM Acquisition”: The acquisition of certain of the equity interests
of PEKM s.r.o. by a new indirect Foreign Subsidiary of the Company, CVG Czech I
s.r.o., on or about October 1, 2007.



     (b) The definition of “Ordinary Course of Business” in Section 1.1 of the Loan Agreement is
amended in its entirety to read as follows:




     “Ordinary Course of Business”: In respect of any transaction involving
a Borrower or any Subsidiary of a Borrower, the ordinary course of such Person’s
business and undertaken by such Person in good faith and not for purposes of evading
any covenant or restriction in any Loan Document.



     (c) Section 2.1(d) of the Loan Agreement is amended to delete therefrom the dollar amount
“$5,000,000” and insert in its place the dollar amount “$10,000,000” as the limitation on Swingline
Loans (subject to the other limitations set forth therein).



     (d) Section 5.1(b) of the Loan Agreement is amended in its entirety to read as follows:



     5.1(b) as soon as available, but not later than thirty (30) days after the end of each fiscal
quarter of each year (except 60 days after the end of each December), a copy of the unaudited
consolidated balance sheets of the Company, the Borrowers and each of their Subsidiaries, and the
related consolidated statements of income, shareholders’ equity and cash flows as of the end of
such fiscal quarter and for the portion of the fiscal year then ended, all certified on behalf of
the Company by an appropriate Responsible Officer as being complete and correct in all material
respects and fairly presenting in all material respects, in accordance with GAAP, the financial
position and the results of operations of the Borrowers and their Subsidiaries, subject to normal
year-end adjustments and absence of footnote disclosure.



     (e) Section 5.2(d) of the Loan Agreement is amended in its entirety to read as follows:



     5.2(d) together with each delivery of financial statements pursuant to subsection 5.1(a) and
subsection 5.1(b) (i) a management report, in reasonable detail, signed by a Responsible Officer of
the Company, describing the operations and financial condition of the Borrowers and their
Subsidiaries for the fiscal quarter and the portion of the fiscal year then ended (or for the
fiscal year then ended in the case of annual financial statements), and (ii) a report setting forth
in comparative form the corresponding figures for the corresponding periods of the previous fiscal
year and the corresponding figures from the most recent projections for the current fiscal year
delivered pursuant to subsection 5.2(f) and discussing the reasons for any significant variations;



     (f) Section 5.2(f) of the Loan Agreement is amended in its entirety to read as follows:



     5.2(f) as soon as available and in any event no later than thirty (30) days after the last
day of each fiscal year of the Company, projections of the Company’s (and its Subsidiaries’)
consolidated financial performance for the then current fiscal year on a month by month basis;



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



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     6.4(b) extensions of credit in the Ordinary Course of Business by (i) the Company to any of
its Subsidiaries, or (ii) any Subsidiary of the Company to the Company or to any other Subsidiary
of the Company; provided that following an Event of Default, if requested by the Agent, the
obligations of each obligor shall be evidenced by notes, the sole originally executed copy of which
shall, at the request of the Agent, be pledged to the Agent, for the benefit of the Agent and the
Banks, and have such other terms as the Agent may reasonably require provided
further, that extensions of credit described in clauses (i) and (ii) of this Section 6.4(b)
shall be deemed to be in the Ordinary Course of Business if the proceeds thereof are used (A) to
repay or prepay Obligations in whole or in part, (B) to repay or prepay Indebtedness allowed under
Section 6.5(n) in whole or in part, or (C) for Permitted Acquisitions;



     (h) Section 6.4(v) of the Loan Agreement is amended by deleting from clause (ii) thereof the
dollar amount “$20,000,000” and inserting in its place the dollar amount “$40,000,000” as the cap
on capital contributions to Foreign Subsidiaries under the Loan Agreement.



     (i) Sections 6.19 and 6.20 of the Loan Agreement are amended in their entireties to read as
follows:



     Section 6.19 Total Leverage Ratio. The Borrowers shall not permit the Total Leverage
Ratio as of the last day of any fiscal quarter ending during the following periods for the four
fiscal quarter period then ended to be greater than the ratio set forth below for such period:



	 	 	 
	Fiscal Quarters	 	Maximum Total
	Ending	 	Leverage Ratio
	 
	 	 
	June 30, 2007

	 	2.50 to 1.00
	 
	 	 
	September 30, 2007

	 	3.75 to 1.00
	 
	 	 
	December 31, 2007 through March 31,
2008

	 	4.75 to 1.00
	 
	 	 
	June 30, 2008

	 	3.75 to 1.0
	 
	 	 
	September 30, 2008

	 	2.75 to 1.0
	 
	 	 
	December 31, 2008 and each fiscal
quarter end thereafter

	 	2.50 to 1.0






     Section 6.20 Fixed Charge Coverage Ratio. The Company shall not permit its Fixed
Charge Coverage Ratio:




     (a) for the twelve months then ended measured at the end the fiscal quarter ending June
30, 2007, to be less than 1.30 to 1.00.




     (b) for the twelve months then ended measured at the end of the fiscal quarters ending
September 30, 2007 and December 31, 2007, to be less than 1.10 to 1.00.



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     (c) for the twelve months then ended measured at the end of the fiscal quarter ending
March 31, 2008, to be less than 1.00 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 1.10 to 1.00.




     (e) for the twelve month then ended measured at the end of the fiscal quarter ending
September 30, 2008 and at the end of each fiscal quarter thereafter, to be less than 1.30 to
1.00.



     (j) Exhibit 1.1(G) to the Credit Agreement is amended to read as 1.1(G) attached hereto.



     (k) Each of Schedules 4.2 and 6.5 to the Loan Agreement are hereby replaced in their
entireties with Schedules 4.2 and 6.5 attached hereto.



     3. Amendments to the Security Agreement. The Security Agreement is amended to add
thereto a pledge by each of the Company and CVG European Holdings, LLC of 65% of its Equity
Interest in CVG Global S.a.r.l. By its signature on this Amendment each of the Company and CVG
European Holdings, LLC hereby pledges to the Secured Parties 65% of the issued and outstanding
Equity Interest of CVG Global S.a.r.l. and Schedule 1 to the Security Agreement is amended to add
the following thereto:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Holder of	 	Issuer of	 	 	 	Stock	 	Equity	 	Equity	 	 
	Equity	 	Equity	 	Interest	 	Certificate	 	Interest	 	Interest	 	 
	Interest	 	Interest	 	Pledged	 	Number	 	Issued	 	Authorized	 	Par Value
	Commercial Vehicle Group, Inc.
	 	CVG Global S.a.r.l.	 	58.5 shares	 	Not applicable	 	90 shares	 	100 shares	 	152 Euros per share
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	CVG European Holdings, LLC
	 	CVG Global S.a.r.l.	 	6.5 shares	 	Not applicable	 	10 shares	 	100 shares	 	152 Euros per share






     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, and the following conditions are satisfied or waived:



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     (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.




     (c) The Agent shall have received from the Borrower for the benefit of the Banks an
amendment fee of $100,000.



     5. 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 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
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.



     6. 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.



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     (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]





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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




	 	 	 	 	 
	 	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 Tenth 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 Tenth Amendment]




 









 








	 	 	 	 	 
	 	CABARRUS PLASTICS, INC.

 	 
	 	By  	/s/ Chad M. Utrup
 	 
	 	 	Title          CFO 	 
	 	 	 	 



	 	 	 	 	 
	 	CVG EUROPEAN HOLDINGS, LLC

 	 
	 	By  	/s/ Chad M. Utrup
 	 
	 	 	Title           CFO              	 
	 	 	 	 



[Signature Page 3 to Tenth Amendment]




 









 








	 	 	 	 	 
	 	FOREIGN CURRENCY BORROWERS:



COMMERCIAL VEHICLE SYSTEMS LIMITED

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

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

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

 	 
	 	By  	/s/ Chad M. Utrup
 	 
	 	 	Title   CFO 	 
	 	 	 	 
	 
	 	CVS HOLDINGS LIMITED

 	 
	 	By  	/s/ Chad M. Utrup
 	 
	 	 	Title   CFO 	 
	 	 	 	 



[Signature Page 4 to Tenth 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 Tenth 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 Tenth Amendment]





 











 





	 	 	 	 	 
	 	ASSOCIATED BANK, N.A.

 	 
	 	By  	/s/ Illegible
 	 
	 	 	Title     Assistant Vice President
 	 
	 	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 Tenth Amendment]




 









 








	 	 	 	 	 
	 	CITIZENS BANK OF PENNSYLVANIA

 	 
	 	By  	/s/ Illegible
 	 
	 	 	Title     Vice President
 	 
	 	Address:

525 William Penn Place

Room 2910

Pittsburgh, PA 15219-1729

Fax: 412-552-6307 



[Signature Page 8 to Tenth Amendment]




 









 








	 	 	 	 	 
	 	NATIONAL CITY BANK OF THE MIDWEST

 	 
	 	By  	/s/ Kenneth M. Blackwell
 	 
	 	 	Title     Vice President
 	 
	 	Address:

755 West Big Beaver Road; Locator R-J40-25C

Troy, Michigan 48084

Fax: 248-729-8820

Attention: Kenneth M. Blackwell

E-mail: Kenneth.blackwell@nationalcity.com 



[Signature Page 9 to Tenth Amendment]




 









 








	 	 	 	 	 
	 	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 10 to Tenth Amendment]




 









 








	 	 	 	 	 
	 	PNC BANK, NATIONAL ASSOCIATION

 	 
	 	By  	/s/ Illegible
 	 
	 	 	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 11 to Tenth Amendment]




 









 








	 	 	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION

 	 
	 	By  	/s/ 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 



[Signature Page 12 to Tenth Amendment]




 









 








	 	 	 	 	 
	 	LASALLE BANK NATIONAL ASSOCIATION

 	 
	 	By  	/s/ Ted Lape
 	 
	 	 	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 Tenth Amendment]