Exhibit 10.2
Execution
EIGHTH AMENDMENT TO REVOLVING CREDIT
AND TERM LOAN AGREEMENT
THIS EIGHTH AMENDMENT TO REVOLVING
CREDIT AND TERM LOAN AGREEMENT (this “Amendment”) dated
as of June 26, 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 and by a Waiver and Seventh Amendment to
Revolving Credit and Term Loan Agreement dated as of March 26,
2007 (as amended, the “ Loan Agreement ”);
WHEREAS, the Company has requested
that the Banks agree to an amendment to the covenant regarding
Investments as set out in the Loan Agreement to facilitate
prepayment of certain Obligations and Foreign Subsidiary
Indebtedness 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:
Section 6.4 (b) of the Loan Agreement is amended to add
the following phrase at the end thereof after the semicolon:
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 to repay or
prepay Obligations in whole or in part or to repay or prepay
Indebtedness allowed under Section 6.5(n) in whole or in
part;
3. Conditions to
Effectiveness of this Amendment . This Amendment shall be
effective as of June 20, 2007 (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:
(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.
4. 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
correc
