exv10w2



 





Exhibit 10.2

Execution Copy




(U.S. Bank Letterhead)




August 16, 2007




Commercial Vehicle Group, Inc.

6530 West Campus Oval

New Albany, OH 43054




Attn: Chad Utrup




Re: Amendment and Waiver Letter (“Amendment and Waiver Letter”)




Dear Mr. Utrup:




     Reference is made to that certain Revolving Credit and Term Loan Agreement dated as of August
10, 2004 between Commercial Vehicle Group, Inc. and the Subsidiary Borrowers from time to time
parties thereto (the “Borrowers”) and U.S. Bank National Association (the “Agent”) and the Banks
from time to time parties thereto (including the Agent, the “Banks”) (as amended, the “Loan
Agreement”). Capitalized terms used herein without definition are used as defined in the Loan
Agreement. Pursuant to the provisions of the Loan Agreement the Borrowers are subject to certain
restrictions on Investments including intercompany loans, Investments in new Foreign Subsidiaries,
and Permitted Acquisitions all as set out in the Loan Agreement. The Banks and the Borrowers have
agreed to amend certain provisions of the Loan Agreement, including provisions to allow a certain
Permitted Acquisition to occur on or about August 31, 2007, and in connection therewith the
Borrowers and the Company may make certain intercompany loans, contributions to capital, and
Investments in capital stock or mixed stock and indebtedness certificates in connection with such
Permitted Acquisition some of the transfers of money or property for which have necessarily
occurred prior to the date of such Permitted Acquisition.



I. Waivers




     The Banks hereby (i) waive any Default or Event of Default under the Loan Agreement in
connection with the intercompany loans, contributions to capital, Investments in capital stock or
mixed stock and indebtedness certificates in connection with such Permitted Acquisition that may
occur prior to the date of such Permitted Acquisition (collectively, the “Intercompany
Transaction”), (ii) consent to the Intercompany Transaction, and (iii) acknowledge that the
Intercompany Transaction shall be permitted pursuant to Section 6.4(b) or 6.4(v), as applicable, of
the Loan Agreement as amended. This waiver is limited to the express terms hereof and shall not
extend to any other Defaults, Events of Default, or any other acquisitions other than the Permitted
Acquisition referenced above. The Banks hereby reserve their rights with respect to any Defaults
or Events of Default not covered by the express terms of this letter. This waiver is not, and
shall not be deemed, a course of dealing or performance upon which the Borrowers may rely with
respect to any other



 









 





Commercial Vehicle Group, Inc.

August 16, 2007

Page 2



Default, Event of Default or request for a waiver and the Borrowers, by acceptance hereof,
hereby expressly waive any such claim.




II. Amendment to Loan Agreement




     The definition of “Permitted Acquisition” in Section 1.1 of the Loan Agreement is amended to
read as follows:



     “Permitted Acquisition”: The Acquisition, the MWC Acquisition, and any other
acquisition by the Company or any Subsidiary of stock or assets of Persons conducting businesses
similar to those of the Company or such Subsidiary, as long as (a) the Agent and the Banks have
been notified of such acquisition not less than 7 days prior to the consummation thereof and have
been provided with such information as the Agent may reasonably request with respect to the
acquired business, (b) both before and after giving effect to such acquisition, no Default or Event
of Default shall have occurred and be continuing, (c) the Company has demonstrated pro forma
compliance with Sections 6.18, 6.19, 6.20 and 6.21 for the first four fiscal quarters ending after
the closing of such acquisition, and (d) the total consideration paid by the Company or any
Subsidiary in connection with such acquisitions does not exceed $40,000,000 in the aggregate in any
fiscal year of the Company. For purposes of the foregoing, “total consideration” shall mean,
without duplication, cash or other consideration paid, the fair market value of property or stock
exchanged (or the face amount, if preferred stock), the total amount of any deferred payments or
purchase money debt, all Indebtedness incurred to the seller, and the total amount of any
Indebtedness or other acquisition-related obligations (including, without limitation, obligations
pursuant to non-compete or consulting arrangements) assumed or undertaken in such transactions.



III. 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 and Waiver Letter,
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 Waiver Letter is within their corporate powers and has been duly authorized by
all necessary corporate action; (ii) this Amendment and Waiver Letter has been duly executed and
delivered by the Borrowers and constitutes the legal, valid, and binding obligation of the
Borrowers, enforceable against the Borrowers in accordance with its terms (subject to limitations
as to enforceability which might result from bankruptcy, insolvency, or other similar laws



 









 





Commercial Vehicle Group, Inc.

August 16, 2007

Page 3



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.




IV. 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 Waiver Letter, 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 Waiver Letter, which obligations of the Company shall survive any termination of the
Loan Agreement.



     (b) This Amendment and Waiver Letter 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 and Waiver Letter 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 Waiver Letter 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 Waiver Letter 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.



     Please arrange for signature by the Borrowers, evidencing their agreement with the terms of
this Amendment and Waiver Letter, in the appropriate places below and return the original signature
pages to Richard A. Clemmerson at U.S. Bank National Association.



[the remainder of this page intentionally left blank]




 









 





	 	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION
	 
	 	 	 	 	 	 
	 

	 	By:
	 	\s\ Richard A. Clemmerson	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Richard A. Clemmerson	 	 
	 	 	Title Assistant Vice President






	 	 	 
	 

	 	Address:
	 

	 	800 Nicollet Mall
	 

	 	Minneapolis, MN 55402
	 

	 	Fax: 612-303-2257
	 

	 	Attention: Richard A. Clemmerson






[Signature Page 1 to Waiver Letter]









 





	 	 	 	 	 	 	 
	 	 	COMERICA BANK
	 
	 	 	 	 	 	 
	 

	 	By
	 	\s\ Timothy Campbell	 	 
	 

	 	 	 	 	 	 
	 	 	Title Vice President






	 	 	 
	 

	 	Address:
	 

	 	Comerica Tower
	 

	 	500 Woodward Avenue
	 

	 	Detroit, Michigan 48226
	 

	 	Fax: 313-222-3389
	 

	 	Attention: Timothy Campbell






[Signature Page 2 to Waiver Letter]









 





	 	 	 	 	 	 	 
	 	 	ASSOCIATED BANK, N.A.
	 
	 	 	 	 	 	 
	 

	 	By
	 	\s\ Viktor Gottlieb	 	 
	 

	 	 	 	 	 	 
	 	 	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 3 to Waiver Letter]









 






	 	 	 	 	 	 	 
	 	 	CITIZENS BANK OF PENNSYLVANIA
	 
	 	 	 	 	 	 
	 

	 	By
	 	\s\ Clifford Mull	 	 
	 

	 	 	 	 	 	 
	 	 	Title Vice President	 	 






	 	 	 
	 

	 	Address:
	 

	 	525 William Penn Place
	 

	 	Room 2910
	 

	 	Pittsburgh, PA 15219-1729






[Signature Page 4 to Waiver Letter]









 






	 	 	 	 	 	 	 
	 	 	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 5 to Waiver Letter]









 






	 	 	 	 	 	 	 
	 	 	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 6 to Waiver Letter]









 






	 	 	 	 	 	 	 
	 	 	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: Jeff Stein
	 

	 	E-Mail: jeffrey.stein@pncbank.com






[Signature Page 7 to Waiver Letter]









 






	 	 	 	 	 	 	 
	 	 	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 8 to Waiver Letter]









 






	 	 	 	 	 	 	 
	 	 	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 9 to Waiver Letter]









 






	 	 	 	 	 	 	 
	 	 	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 10 to Waiver Letter]









 






	 	 	 	 	 	 	 
	 	 	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 11 to Waiver Letter]









 






	 	 	 	 	 	 	 
	 	 	CABARRUS PLASTICS, INC.
	 
	 	 	 	 	 	 
	 

	 	By
	 	\s\ Chad M. Utrup	 	 
	 

	 	 	 	 	 	 
	 	 	Title CFO
	 
	 	 	 	 	 	 
	 	 	CVG EUROPEAN HOLDINGS, LLC
	 
	 	 	 	 	 	 
	 

	 	By
	 	\s\ Chad M. Utrup	 	 
	 

	 	 	 	 	 	 
	 	 	Title CFO







[Signature Page 12 to Waiver Letter]