EXHIBIT 10.1
EXECUTION 2
THIRD AMENDMENT TO REVOLVING CREDIT
AND TERM LOAN AGREEMENT AND AMENDMENT TO SECURITY AGREEMENT
THIS THIRD AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT AND
AMENDMENT TO SECURITY AGREEMENT (this "Amendment") dated as of June 3, 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 and by a Second Amendment to Revolving Credit and Term Loan
Agreement and Amendment to Security Agreement dated as of February 7, 2005 (as
amended, the "Loan Agreement");
WHEREAS, the Company, the Subsidiary Borrowers, certain Banks, the
Agent and the Syndication Agent are parties to a Security Agreement dated as of
August 10, 2004 that secures the Obligations under the Loan Agreement, as
amended by a First Amendment to Revolving Credit and Term Loan Agreement dated
as of September 16, 2004 and by a Second Amendment to Revolving Credit and Term
Loan Agreement and Amendment to Security Agreement dated as of February 7, 2005
(as amended, the "Security Agreement"); and
WHEREAS, the Company intends to acquire the outstanding stock of Monona
Corporation, a Delaware corporation, under that certain Stock Purchase Agreement
dated as of June 1, 2005 between Monona Holdings, LLC (the "Seller") and the
Company; and
WHEREAS, the Company, the Subsidiary Borrowers and the Foreign Currency
Borrowers have requested that the Banks increase their Revolving Commitments
under the Loan Agreement to provide financing for the MWC Acquisition (defined
below) and the Banks have agreed to do so upon the terms and subject to the
conditions set forth in this Amendment; and
WHEREAS, the Company intends that Monona Corporation and its U.S.
Subsidiaries will become Subsidiary Borrowers under the Loan Agreement pursuant
to the terms of the Loan Agreement and an Assumption Letter of even date
herewith to be executed by Monona Corporation, a Delaware corporation, Monona
Wire Corporation, an Iowa corporation, and Monona (Mexico) Holdings LLC, an
Illinois limited liability company, each as a New Subsidiary Borrower, and the
Agent; and
WHEREAS, the assets of Monona Corporation, Monona Wire Corporation and
Monona (Mexico) Holdings LLC are to become a part of the Collateral under the
Loan Agreement and the Security Agreement; and
WHEREAS, the parties desire to amend certain other provisions of the
Loan Agreement and the Security 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) The following definitions of "MWC Acquisition", "MWC
Acquisition Documents", "MWC Stock Purchase Agreement", "MWC Sellers"
and "Secondary Offering" are added to Section 1.1 of the Loan Agreement
in appropriate alphabetical order:
"MWC Acquisition": The acquisition by the Company of
all of the issued and outstanding stock of Monona Corporation,
a Delaware corporation, under the terms of the MWC Stock
Purchase Agreement.
"MWC Acquisition Documents": All documents executed
and delivered by the Company and the MWC Seller in connection
with the MWC Acquisition, including, without limitation the
MWC Stock Purchase Agreement.
"MWC Stock Purchase Agreement": That certain Stock
Purchase Agreement dated as of June 3, 2005 among the Company
and the MWC Seller.
"MWC Seller": Monona Holdings, LLC, a Delaware
limited liability company.
"Secondary Offering": A public offering of 1,500,000
of the common shares of the Company anticipated to occur in
the third or fourth calendar quarters of 2005.
The last sentence of the definition of "EBITDA" in Section 1.1
of the Loan Agreement is amended in its entirety to read as
follows:
For the three fiscal quarters ending on the following dates,
EBITDA shall be deemed to be the respective amounts indicated:
September 30, 2004, $23,041,000; December 31, 2004,
$24,548,000; March 31, 2005, $25,666,000; and for the
companies acquired in the MWC Acquisition for April, 2005
EBITDA shall be $1,306,000 and for May such EBITDA shall be
$1,300,000.
The definition of "Permitted Acquisition" in Section 1.1 of
the Loan Agreement is amended in its entirety to read as
follows:
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"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 15 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 $20,000,000 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.
(b) The following sentence is added at the end of Section 2.1
(a) of the Loan Agreement:
There shall be no more than nine Eurocurrency Rate
Advances outstanding at any time (excluding the Foreign Currency
Advances referred to in the immediately preceding sentence).
(c) The first three sentences of Section 2.2(a)(i) of the Loan
Agreement are amended in their entireties to read as follows:
Any request by the Borrowers' Agent for Revolving
Loans or a Swingline Loan hereunder shall be in writing or, as to Advances in
U.S. Dollars, by telephone and must be given so as to be received by the Agent
(or, as to Foreign Currency Advances, to the Foreign Currency Funding Agent with
a copy to the Agent) (a) not later than 1:00 P.M. (local time of the Foreign
Currency Funding Agent) three Eurocurrency Business Days prior to the requested
Revolving Loan Date if the Revolving Loans (or any portion thereof) are
requested as Foreign Currency Advances, (b) not later than 1:00 P.M.
(Minneapolis time) three Eurocurrency Business Days prior to the requested
Revolving Loan Date if the Revolving Loans (or any portion thereof) are
requested as Eurocurrency Rate Advances in U.S. Dollars, (c) not later than 1:00
P.M. (Minneapolis time) on the requested Revolving Loan Date or if the Revolving
Loans are requested as Prime Rate Advances in U.S. Dollars, and (d) not later
than 4:00 P.M. (Minneapolis time) on the requested Revolving Loan Date or if the
Loans are requested as Swingline Loans. Each request for Revolving Loans and
Swingline Loans hereunder shall be irrevocable and shall be deemed a
representation by each Borrower that on the requested Revolving Loan Date or
Swingline Loan Date, as applicable, and after giving effect to the requested
Revolving Loans or Swingline Loans, the applicable conditions specified in
Article III
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have been and will be satisfied. Each request for Revolving Loans and Swingline
Loans hereunder shall specify (i) the requested Revolving Loan Date or Swingline
Loan Date, (ii) the aggregate amount of Revolving Loans or Swingline Loans to be
made on such date which shall be in a minimum amount of $100,000.00 in the case
of Eurocurrency Rate Advances, $100,000.00 in the case of Prime Rate Advances,
or if more, an integral multiple thereof and Pound Sterling500,000 in the case
of Foreign Currency Advances or, if more, an integral multiple of Pound
Sterling250,000, (iii) whether such Revolving Loans are to be funded as Prime
Rate Advances or Eurocurrency Rate Advances and/or Foreign Currency Advances
(and, if such Revolving Loans are to be made with more than one applicable
interest rate choice, specifying the amount to which each interest rate choice
is applicable) and (iv) in the case of Eurocurrency Rate Advances, the duration
of the initial Interest Period applicable thereto.
(d) The second sentence of Section 2.5 of the Credit Agreement
is amended in its entirety to read as follows:
Advances may be converted to, or continued as,
Eurocurrency Rate Advances only in a minimum amount, as to the aggregate amount
of the Advances of all Banks so converted or continued, of $3,000,000 and
multiples of $1,000,000 in excess thereof (or, as to Foreign Currency Advances,
Pound Sterling500,000 and multiples of Pound Sterling250,000 in excess thereof
(or, if less, in the full amount of the unpaid balance of the Foreign Currency
Advances)).
(e) Section 2.8 of the Credit Agreement is amended by adding
the following Section 2.8(h) at the end thereof:
(h) Net Proceeds of Secondary Offering. The net cash
proceeds of the Secondary Offering (which shall be the amount of cash raised by
the Company in the Secondary Offering, less the costs, expenses and fees paid or
incurred in connection with the Secondary Offering) shall be paid to the Agent
for the account of the Banks for application first to Prime Rate Advances under
the Revolving Loans and then to Eurocurrency Rate Advances under the Revolving
Loans in order starting with the Eurocurrency Rate Advances having the shortest
time to the end of the applicable Interest Period; provided, however, that there
shall not be any corresponding reduction in the Revolving Commitment as a result
of such mandatory prepayment.
(f) Section 5.10 of the Loan Agreement is amended in its
entirety to read as follows:
Section 5.10 Use of Proceeds. The Borrowers shall use the proceeds of
the Loans solely as follows: (a) to refinance certain Indebtedness, (b) to pay
costs and expenses of the Related Transaction and costs and expenses required to
be paid pursuant to Section 3.l(f), (c) to finance the Acquisition and the MWC
Acquisition and to pay costs and expenses related to each and (d) for working
capital and other general corporate purposes not in contravention of any
Requirement of Law and not in violation of this Agreement.
(g) Section 6.1(r) of the Loan Agreement is amended by
deleting therefrom the dollar amount "$1,000,000" and inserting in its
place the dollar amount "$1,500,000".
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(h) Section 6.2(b) of the Loan Agreement is amended by
deleting therefrom the dollar amount "$1,000,000" and inserting in its
place the dollar amount "$1,500,000".
(i) Section 6.2(h) of the Loan Agreement is amended by
deleting therefrom the dollar amount "$5,000,000" and inserting in its
place the dollar amount "$20,000,000".
(j) Section 6.2 of the Loan Agreement is further amended by
deleting the word "and" at the end of Section 6.2(i), changing the
period at the end of Section 6.2(j) to a semi-colon, inserting the word
"and" immediately thereafter and inserting the following new Sections
6.2(k), 6.2(l) and 6.2(m) at the end thereof:
(k) the Secondary Offering.
(l) the sale of assets acquired in the MWC
Acquisition or the Acquisition and deemed by the Company in the exercise of its
reasonable business judgment not to be necessary or otherwise useful in the
conduct of the business of the Company, the Subsidiaries or the business so
acquired (so long as the Net Proceeds received in connection with any such
disposition are paid in reduction of the Revolving Loans, provided that such
payment on the Revolving Loans shall cause no corresponding reduction in the
Revolving Commitment).
(m) the sale of the real estate located at 1100 N.
Elm Street, Orrville, Ohio.
(k) Section 6.4(x) of the Loan Agreement is amended by
deleting therefrom the dollar amount "$1,000,000" and inserting in its
place the dollar amount "$1,500,000".
(l) Section 6.4 of the Loan Agreement is further amended by
(i) deleting from Section 6.4(v) (ii) the dollar amount "$5,000,000"
and inserting in its place the dollar amount "$20,000,000", and (ii) by
deleting therefrom Section 6.4(y).
(m) Section 6.6(a) of the Loan Agreement is amended in its
entirety to read as follows:
(a) as expressly permitted by this Agreement,
including, without limitation, sales of inventory by Foreign Subsidiaries to one
or more Borrowers;
(n) Sections 6.13 and 6.14 are amended by adding the following
sentence at the end of each:
The provisions of this Section shall not prohibit (A)
the change in the fiscal year of fee entities acquired in the MWC Acquisition to
a calendar year end after consummation of the MWC Acquisition, (B) the amendment
and restatement of the charter of National Seating Company in connection with an
authorized reverse stock split and (C) the amendment and restatement of the
charter and bylaws of Monona Wire Corporation subsequent to the MWC Acquisition
to delete all preferred stock and to reduce authorized shares to one share of
class A, common stock.
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(o) Section 6.15(a) of the Loan Agreement is amended by adding
after the phrase "Related Agreement or Acquisition Document" the phrase
"or MWC Acquisition Document" each time it appears.
(p) 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 $25,000,000.
(q) On the Effective Date, each of Schedules 1.1(a), 1.1(b),
4.2, 4.7, 4.10, 4.12, 6.01, 6.4, 6.5 and 6.6 to the Loan Agreement are
hereby replaced in their entireties with Schedules 1.1(b), 4.2, 4.7,
4.10, 6.01, 6.4, 6.5 and 6.6 that are attached to this Third Amendment
and Exhibit 5.2(a) to the Loan Agreement is hereby replaced in its
entirety with Exhibit 5.2(a) to this Third Amendment.
3. Replaced Notes. Upon the Effective Date, the Agent, the Syndication
Agent and the Banks shall mark their existing Revolving Notes "cancelled" and
thereafter return them to the Company as soon as practicable.
4. Amendments to Security Agreement. Upon execution and delivery of the
Assumption Letters by Monona Corporation, Monona Wire Corporation and Monona
(Mexico) Holdings LLC, the Security Agreement is amended as follows:
(a) To add each of Monona Corporation, Monona Wire Corporation
and Monona (Mexico) Holdings LLC thereto as a Grantor.
(b) To add a pledge by the Company of the Equity Interest of
Monona Corporation, a pledge by Monona Corporation of its Equity
Interest in Monona Wire Corporation and a pledge by Monona Wire
Corporation of its Equity Interest in Monona (Mexico) Holdings LLC. By
its signature on this Amendment the Company hereby pledges to the
Secured Parties the issued and outstanding Equity Interest of Monona
Corporation and upon execution and delivery of the Assumption Letters
by Monona Corporation, Monona Wire Corporation and Monona (Mexico)
Holdings LLC, Schedule 1 to the Security Agreement is amended to add
the following thereto:
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<Table>
<Caption>
Holder of Issuer of Stock Equity Equity
Equity Equity Interest Certificate Interest Interest
Interest Interest Pledged Number Issued Authorized Par Value
- --------- --------- -------- ----------- -------- ---------- ---------
Commercial Monona Stock R-2 100 shares 100 shares $.001
Vehicle Corporation common
Group, Inc.
Monona Monona Stock A 100 1 share 50,000 $1.00
Corporation Wire Class A class A
Corporation common common,
50,000
class B
common,
50,000
series A
preferred,
4,000
series B
preferred,
50,000
series C
preferred
Monona Monona Membership 1 100%
Wire (Mexico) Interest membership
Corporation Holdings
LLC
</Table>
(c) To add the phrase "As of the Closing Date" at the
beginning of each of the first two sentences of Section 9 thereof (with
appropriate changes in the capitalization of the prior first words in
each of such sentences).
5. Conditions to Effectiveness of this Amendment. This Amendment shall
be effective as of June 3, 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:
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(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 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
February 7, 2005.
(d) No revisions shall have been made to the articles of
incorporation or bylaws of any of the Borrowers since August 10, 2004
(except (i) CVG Acquisition LLC, CVG Logistics, LLC, CVG Management
Corporation, Commercial Vehicle Systems, Inc., (ii) for those made in
conjunction with the merger of Trim Systems L.L.C. and Tempress, Inc.
with and into Trim Systems Operating Corp., (iii) except those made to
the organizational and operating documents of the entities acquired in
the MWC Acquisition, and (iv) the amendment and restatement of the
charter of National Seating Company in connection with the authorized
reverse stock split).
(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 Notes payable to each Bank (the
"New Notes") duly executed by the Borrowers;
(ii) an officer's certificate from the Company and
each Subsidiary Borrower certifying resolutions of the board
of directors, managers or member of each such Borrower
authorizing the increased borrowings 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 Credit
Agreement, Loan Documents and amendments thereto;
(iii) true, correct and complete copies of the MWC
Acquisition Documents in form and substance reasonably
satisfactory to the Agent;
(iv) an opinion of counsel to the Borrowers covering
such matters as reasonably requested by the Agent and in form
and substance reasonably satisfactory to the Agent;
(v) an Assumption Letter in the required form duly
executed by Monona Corporation, an Assumption Letter in the
required form duly executed by Monona Wire Corporation and an
Assumption Letter in the required form duly executed by Monona
(Mexico) Holdings LLC;
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(vi) ACORD 27 and ACORD 25 certificates of insurance
with respect to each of the businesses and real properties of
the Borrowers (including properties acquired in connection
with the MWC Acquisition) in such amounts and with such
carriers as shall be reasonably acceptable to the Agent;
(vii) A Trademark Security Agreement duly executed by
Monona Wire Corporation.
(viii) such other documents, instruments and
approvals as the Agent may reasonably request, including,
without limitation, certified copies of the Articles or
Certificate of Incorporation or Organization of Monona
Corporation, Monona Wire Corporation and Monona (Mexico)
Holdings LLC, bylaws or operating agreement, if any, certified
by an officer of Monona Corporation, Monona Wire Corporation
and Monona (Mexico) Holdings LLC, certificate of good standing
for the same, officer's certificate regarding incumbency of
officers of the same and authorization resolutions for the
Company, Monona Corporation, Monona Wire Corporation and
Monona (Mexico) Holdings LLC, as applicable, to execute and
deliver the MWC Acquisition Documents, the Assumption Letter
and this Amendment; and
(ix) The following events shall have occurred or
shall occur substantially simultaneously with the execution
and delivery of this Amendment:
(i) the MWC Acquisition shall have been consummated;
6. Covenant Regarding Collateral. The Company covenants that it shall
cause Monona Corporation, and Monona Wire Corporation to use their commercially
reasonable efforts to obtain by August 1, 2005 any landlord waivers regarding
leased premises of Monona Corporation and Monona Wire Corporation at which
Equipment and/or Inventory of a value in excess of $50,000 is located. The
Company further covenants that it shall cause Monona Wire Corporation to execute
and deliver a pledge (in form and substance reasonably satisfactory to the
Agent) of 65% of the stock of MWC de Mexico S. de R.L. de C.V. to the Agent on
behalf of the Banks no later than June 10, 2005.
7. 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. The Borrowers represent and warrant that (i) the execution, delivery
and performance of this Amendment and the New Notes are within their corporate
powers and have been duly authorized by all necessary corporate action; (ii)
this Amendment and the New Notes have been duly executed and delivered by the
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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 that have not been waived in writing in this Amendment.
8. Waiver. CVG Acquisition LLC changed its name to Mayflower Vehicle
Systems, LLC without providing the prior written notice to the Agent as required
by the Loan Documents. The Company inadvertently failed to list T.S. Mexico S.
de R.L. de C.V. in the schedule of Dormant Subsidiaries attached as Schedule
1.1(a) or its capitalization on Schedule 4.2 to the Loan Agreement when
originally executed and delivered. The failure to give prior written notice of
the change of the same of CVG Acquisition LLC to Mayflower Vehicle Systems, LLC,
such name change without such notice and the failure to list T.S. Mexico S. de
R.L. de C.V. on Schedules 1.l(a) and 4.2 and the failure to provide notice of
such Default are, collectively, the "Existing Defaults". The Banks hereby waive
the Existing Defaults. This waiver is limited to the express terms hereof and
does not extend to any other Default or Event of Default. 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 Default, Event of Default or
request for a waiver and the Borrowers hereby waive any such claim.
9. 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 the New
Notes and any other document required to be furnished herewith, 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 New Notes, 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 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
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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 New Notes 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.
[remainder of 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 VP and 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 VP and CFO
---------------------------------------
NATIONAL SEATING COMPANY
By /s/ Chad M. Utrup
------------------------------------------
Title VP and CFO
---------------------------------------
TRIM SYSTEMS OPERATING CORP.
By /s/ Chad M. Utrup
------------------------------------------
Title VP and CFO
---------------------------------------
S-1
[Signature Pages to Third Amendment]
CVS HOLDINGS, INC.
By /s/ Chad M. Utrup
------------------------------------------
Title VP and CFO
---------------------------------------
TRIM SYSTEMS, INC.
By /s/ Chad M. Utrup
------------------------------------------
Title VP and CFO
---------------------------------------
MAYFLOWER VEHICLE SYSTEMS, LLC
By /s/ Chad M. Utrup
------------------------------------------
Title VP and CFO
---------------------------------------
CVG MANAGEMENT CORPORATION
By /s/ Chad M. Utrup
------------------------------------------
Title VP and CFO
---------------------------------------
S-2
[Signature Pages to Third Amendment]
FOREIGN CURRENCY BORROWERS:
COMMERCIAL VEHICLE SYSTEMS LIMITED
By /s/ Chad M. Utrup
------------------------------------------
Title DIRECTOR
---------------------------------------
KAB SEATING LIMITED
By /s/ Chad M. Utrup
------------------------------------------
Title DIRECTOR
---------------------------------------
BOSTROM LIMITED
By /s/ Chad M. Utrup
------------------------------------------
Title DIRECTOR
---------------------------------------
BOSTROM INTERNATIONAL LIMITED
By /s/ Chad M. Utrup
------------------------------------------
Title DIRECTOR
---------------------------------------
CVS HOLDINGS LIMITED
By /s/ Chad M. Utrup
------------------------------------------
Title DIRECTOR
---------------------------------------
S-3
[Signature Pages to Third Amendment]
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
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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
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ASSOCIATED BANK, N.A.
By /s/ DANIEL HOLZHAUER
------------------------------------------
Title (ILLEGIBLE)
---------------------------------------
Address:
401 E. Kilbourn Avenue
Suite 400
Milwaukee, WI 53202
Fax: 414-283-2300
Attention: Daniel Holzhauer
E-mail: Daniel.holzhauer@associatedbank.com
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CITIZENS BANK OF PENNSYLVANIA
By /s/ 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@citizensbank.com
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NATIONAL CITY BANK OF THE MIDWEST
By /s/ OLIVER GLENN
------------------------------------------
Oliver Glenn
Title Vice President
Address:
1001 S. Worth; Locator R-J40-4D
Birmingham, Michigan 48009
Fax: 248-901-2097
Attention: Oliver Glenn
E-mail: oliver.glenn@nationalcity.com
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SUNTRUST BANK
By /s/ (ILLEGIBLE)
------------------------------------------
Title 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
9
PNC BANK, NATIONAL ASSOCIATION
By /s/ JEFFREY L. STEIN
------------------------------------------
Jeffrey L. Stein
Title Vice President
---------------------------------------
Address:
201 East Fifth Street
Cincinnati, OH 45202
Fax: 513-651-8951
Attention: Jeff Stein
E-mail: jeffrey.stein@pncbank.com
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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
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LASALLE BANK NATIONAL ASSOCIATION
By /s/ STEVEN P. SHEPARD
------------------------------------------
Title Senior Vice President
---------------------------------------
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
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CREDIT SUISSE, Cayman Islands Branch
(Formerly known as CREDIT SUISSE FIRST
BOSTON, acting through its Cayman Island
Branch)
By /s/ PHILLIP HO
------------------------------------------
PHILLIP HO
Title DIRECTOR
By /s/ DOREEN BARR
------------------------------------------
DOREEN BARR
Title ASSOCIATE
Address:
Eleven Madison Avenue
New York, New York 10010
Fax: 212-538-6851
Attention: Edward Markowski
e-mail: Edward.markowski@csfb.com
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