INTERCREDITOR AGREEMENTIntercreditor Agreement • August 5th, 2009 • Commercial Vehicle Group, Inc. • Motor vehicle parts & accessories • New York
Intercreditor Agreement (this “Agreement”), dated as of August 4, 2009, among Credit Suisse, as Second Lien Collateral Agent (in such capacity, and as more specifically defined below, the “Second Priority Representative”) for the Second Priority Secured Parties (as defined below), U.S. Bank National Association, as Third Lien Collateral Agent (in such capacity, and as more specifically defined below, the “Third Priority Representative”) for the Third Priority Secured Parties (as defined below), COMMERCIAL VEHICLE GROUP, INC., a Delaware corporation (the “Company”) and the other Loan Parties (as defined below).
COMMERCIAL VEHICLE GROUP, INC. as Borrower the SUBSIDIARY GUARANTORS named herein LOAN AND SECURITY AGREEMENT Dated as of August 4, 2009 CERTAIN FINANCIAL INSTITUTIONS, as Lenders, and CREDIT SUISSE, as AgentLoan and Security Agreement • August 5th, 2009 • Commercial Vehicle Group, Inc. • Motor vehicle parts & accessories • New York
THIS LOAN AND SECURITY AGREEMENT is dated as of August 4, 2009 (this “Agreement”), among COMMERCIAL VEHICLE GROUP, INC., a Delaware corporation (the “Borrower”), the Subsidiary Guarantors listed on the signature pages hereto from time to time, the financial institutions party to this Agreement from time to time as lenders (collectively, the “Lenders”), and Credit Suisse, solely in its capacity as agent for the Lenders (in such capacity, the “Agent”).
CONSENT AND AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 5th, 2009 • Commercial Vehicle Group, Inc. • Motor vehicle parts & accessories • Illinois
This Consent and Amendment No. 2 to Loan and Security Agreement (this “Amendment”) is made as of August 4, 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”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • August 5th, 2009 • Commercial Vehicle Group, Inc. • Motor vehicle parts & accessories • New York
Intercreditor Agreement (this “Agreement”), dated as of August 4, 2009, among BANK OF AMERICA, N.A., as First Lien Administrative Agent and First Lien Collateral Agent (in such capacity, with its successors and assigns, and as more specifically defined below, the “First Priority Representative”) for the First Priority Secured Parties (as defined below), Credit Suisse, as Second Lien Collateral Agent (in such capacity, and as more specifically defined below, the “Second Priority Representative”) for the Second Priority Secured Parties (as defined below), U.S. Bank National Association, as Third Lien Collateral Agent (in such capacity, and as more specifically defined below, the “Third Priority Representative”) for the Third Priority Secured Parties (as defined below), COMMERCIAL VEHICLE GROUP, INC., a Delaware corporation (the “Company”) and the other Loan Parties (as defined below).
EXCHANGE AGREEMENTExchange Agreement • August 5th, 2009 • Commercial Vehicle Group, Inc. • Motor vehicle parts & accessories • New York
THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of August 4, 2009 by and among Commercial Vehicle Group, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined below) and Evergreen Investment Management Company, LLC (“Evergreen”) and T. Rowe Price Associates, Inc. (“TRP”) (together with Evergreen, the “Holders”) of the Company’s 8% Senior Notes due 2013 (the “Notes”), which were issued pursuant to an Indenture (the “Notes Indenture”), dated as of July 6, 2005, between the Company, certain of the Company’s domestic subsidiaries, as guarantors (collectively, the “Guarantors”) and U.S. Bank National Association, as trustee.
SECURITY AGREEMENTIntercreditor Agreement • August 5th, 2009 • Commercial Vehicle Group, Inc. • Motor vehicle parts & accessories • New York
THIS SECURITY AGREEMENT (this “Security Agreement”), dated as of August 4, 2009, is made by and among COMMERCIAL VEHICLE GROUP, INC., a Delaware corporation (the “Company”), CABARRUS PLASTICS, INC., a North Carolina corporation, CVG CS LLC, a Delaware limited liability company, CVG MANAGEMENT CORPORATION, a Delaware corporation, CVG LOGISTICS LLC, a Delaware limited liability company, CVG EUROPEAN HOLDINGS, LLC, a Delaware limited liability company, CVG OREGON, LLC, a Delaware limited liability company, CVS HOLDINGS, INC., a Delaware corporation, MAYFLOWER VEHICLE SYSTEMS, LLC, a Delaware limited liability company, MONONA CORPORATION, a Delaware corporation, MONONA WIRE CORPORATION, an Iowa corporation, MONONA (MEXICO) HOLDINGS LLC, an Illinois limited liability company, NATIONAL SEATING COMPANY, a Delaware corporation, SPRAGUE DEVICES, INC., a Delaware corporation, TRIM SYSTEMS, INC., a Delaware corporation, TRIM SYSTEMS OPERATING CORP., a Delaware corporation, each of the other entit
WARRANT AND UNIT AGREEMENT Dated as of August 4, 2009 between COMMERCIAL VEHICLE GROUP, INC., and U.S. BANK NATIONAL ASSOCIATION, as Unit Agent and Warrant AgentWarrant and Unit Agreement • August 5th, 2009 • Commercial Vehicle Group, Inc. • Motor vehicle parts & accessories • New York
This WARRANT AND UNIT AGREEMENT, dated as of August 4, 2009 (this “Agreement”), between Commercial Vehicle Group, Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, as unit agent (in such capacity, the “Unit Agent”) and as warrant agent (in such capacity, the “Warrant Agent”).
