Exhibit 10.1
WAIVER AND SEVENTH AMENDMENT TO REVOLVING CREDIT
AND TERM LOAN AGREEMENT
THIS WAIVER AND SEVENTH AMENDMENT TO
REVOLVING CREDIT AND TERM LOAN AGREEMENT (this
“Amendment”) dated as of March 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 and by a Sixth Amendment
to Revolving Credit and Term Loan Agreement dated as of
December 29, 2005 (as amended, the “ Loan
Agreement ”);
WHEREAS, the Company has requested
that the Banks agree to certain waivers and amendments in
connection with the Company and certain of its Subsidiaries
entering into swap agreements and other agreements designed to
provide protection against fluctuations in interest or currency
exchange rates 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. Waivers . The
Required Lenders hereby waive any Default or Events of Default that
have occurred as a result of the Borrowers’ and their
Subsidiaries’ breach of the Loan Agreement as a result of
entering into Rate Contracts (as defined in the Loan Agreement
after giving effect to this Amendment), including without
limitation (i) breaching Sections 6.4, 6.5 and 6.9 as a
result of incurring such obligations, (ii) the
Borrowers’ failure to satisfy the condition that no Default
or Event of Default shall have occurred and be continuing
(a) at the time of requesting any Loan or a continuation of a
Eurocurrency Rate Advance and (b) consummating a Permitted
Acquisition, in each case insofar as the Defaults or Events of
Default described herein had occurred and were continuing at the
time thereof, (iii) the Borrowers’ and
the
Guarantors’ failure to provide written notice required
pursuant to Section 5.3(a) of the Loan Agreement with respect
to the Defaults and Events of Default described in this paragraph
and (iv) the Borrowers’ failure to accurately describe
the Defaults and Events of Default to the extent required in
compliance certificates or borrowing base certificates.
3. Amendments to Loan
Agreement . The Loan Agreement is hereby amended as
follows:
(a) The definition of “Rate
Contract” contained in Section 1.1 of the Loan Agreement
is hereby amended in its entirety to read as follows:
“ Rate Contracts
”: Swap agreements (as such term is defined in
Section 101 of the Bankruptcy Code) and any other agreements
or arrangements designed to provide protection against fluctuations
in interest or currency exchange rates (i) with respect to the
Obligations, provided that such agreements have been designated as
a Rate Contract by the relevant Rate Protection Provider by written
notice to the Agent or (ii) with respect to agreements
designed to provide protection against fluctuations in currency
exchange rates, which are unsecured and are entered into for
non-speculative purposes. The designation of any Rate Contract
shall not create in favor of any Bank or any Rate Protection
Provider thereto any rights in connection with the management or
release of any collateral or of the obligations of any
guarantor.
(b) Section 6.9(b) of the Loan
Agreement is amended in its entirety to read as follows:
“(b) Rate Contracts entered
into in the Ordinary Course of Business;”
4. Conditions to
Effectiveness of this Amendment . This Amendment shall be
effective as of March 26, 2007 (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:
(a) After giving effect t
