AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT

Exhibit 10.1

AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT

          This Amendment No. 1 to Loan and Security Agreement (this “Amendment ”) is made as of March 12, 2009, by and among COMMERCIAL VEHICLE GROUP, INC., a Delaware corporation (the “ Company ”), each other Borrower, as defined in the Loan Agreement referred to below (together with the Company, collectively, “ Borrowers ”), the financial institutions party to the Loan Agreement as lenders (collectively, “ Lenders ”), and BANK OF AMERICA, N.A., as agent for Lenders (“ Agent ”).

RECITALS:

          A. Borrowers, Agent and Lenders are parties to that certain Loan and Security Agreement, dated as of January 7, 2009 (as may be further amended, restated, supplemented or otherwise modified from time to time, the “ Loan Agreement ”).

          B. Borrowers, Agent and Lenders desire to amend the Loan Agreement as more fully set forth herein.

          C. Each capitalized term used herein and not otherwise defined herein shall have the same meaning set forth in the Loan Agreement.

AGREEMENT:

          In consideration of the premises and mutual covenants herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrowers, Agent and Lenders agree as follows:

     1.  Amended and Restated Definitions . Section 1.1 of the Loan Agreement is hereby amended to amend and restate the definitions of “Applicable Margin”, “EBITDA”, and “Margin Reduction” in their entirety as follows:

          “ Applicable Margin : with respect to any Type of Loan, subject in each case to the Margin Reduction, if applicable, (i) 5.00% for LIBOR Revolver Loans and (ii) 4.00% for Domestic Base Rate Loans.”

          “ EBITDA : determined on a consolidated basis for Borrowers and Subsidiaries, the sum of (i) net income, calculated before (a) interest expense, (b) provision for income taxes, (c) depreciation and amortization expense, (d) gains or losses arising from the sale of capital assets, (e) gains arising from the write-up of assets, (f) any extraordinary gains, (g) non-cash charges and expenses (other than those which represent a reserve for or actual cash item in such period or any future period), (h) one-time non-recurring costs and expenses associated with the issuance of Equity Interests, to the extent such costs and expenses are financed with the proceeds of such issuance, (i) costs and expenses in connection with the termination of the Obligors’ existing credit facility and the execution of the Loan Documents, (j) severance costs and expenses to the extent paid in cash (regardless of when actually paid) in an amount not to exceed (1) $1,500,000 in the aggregate for the Fiscal Year ending December 31, 2009 (but in any event not to exceed $500,000 in the aggregate in any Fiscal Quarter, or $250,000 in the aggregate in any Fiscal Month, of the Fiscal Year ending December 31, 2009) and (2) $1,000,000 in the aggregate in any Fiscal Year thereafter, and (k) any non-cash losses resulting from mark to market accounting of Hedging Agreements (in each case, to the extent included in determining net income) minus (ii) non-cash gains (including those resulting from mark to market accounting of Hedging Agreements) minus (iii) cash

payments made in such period to the extent such payments relate to a non-cash loss, charge or expense in any prior period which was added back in determining EBITDA.”

          “ Margin Reduction : a reduction in the otherwise applicable Applicable Margin equal to 0.25%, applicable if, at the end of any Fiscal Quarter ending on or after March 31, 2010, (i) average Domestic Availability for each day during such Fiscal Quarter was greater than $20,000,000 and (ii) the Fixed Charge Coverage Ratio shall be at least 1.0 to 1.0; provided that such reduction shall be effective on the first day of the calendar month following receipt by Agent of certification by Borrower Agent of the average Domestic Availability during such Fiscal Quarter.”

     2.  Amendment to Section 10.3.2 . Section 10.3.2. of the Loan Agreement is hereby amended and restated in its entirety as follows:

          “10.3.2. Capital Expenditures . Not permit the aggregate amount of Capital Expenditures made by Borrowers and their Subsidiaries to exceed (i) $4,300,000 in the aggregate from January 1, 2009 through June 30, 2009 and (ii) $9,700,000 in the aggregate for the Fiscal Year ending December 31, 2009.”

     3.  Amendment to Section 10.3.3 . Section 10.3.3. of the Loan Agreement is hereby amended and restated in its entirety as follows:

          “10.3.3.  EBITDA . Maintain cumulative EBITDA for the periods specified below as of the end of each Fiscal Month specified below, at least equal to the following amounts:

     4.  Amendment to Section 10.3.4 . Section 10.3.4 of the Loan Agreement