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Exhibit 4.3
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this
"Supplemental Indenture"), dated as of November 10, 2006,
between CVG European Holdings, LLC (the "New Guarantor"), a direct
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
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