0000950123-11-041005 Sample Contracts

COMMERCIAL VEHICLE GROUP, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 28th, 2011 • Commercial Vehicle Group, Inc. • Motor vehicle parts & accessories • New York

Commercial Vehicle Group, Inc., a Delaware corporation (the “Issuer”), proposes to issue and sell to Credit Suisse Securities (USA) LLC (the “Initial Purchaser”), upon the terms set forth in a purchase agreement dated April 13, 2011 (the “Purchase Agreement”), $250,000,000 aggregate principal amount of its 7.875% Senior Secured Notes due 2019 (the “Initial Securities”) to be unconditionally guaranteed on a senior secured basis by each of the subsidiaries of the Issuer listed on Schedule A hereto (the “Guarantors” and together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an Indenture, dated as of April 26, 2011 (the “Indenture”), among the Issuer, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”). As an inducement to the Initial Purchaser, the Company agrees with the Initial Purchaser, for the benefit of the holders of the Transfer Restricted Securities (as defined below) (including, without limitation, the Initial Purcha

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INTERCREDITOR AGREEMENT
Intercreditor Agreement • April 28th, 2011 • Commercial Vehicle Group, Inc. • Motor vehicle parts & accessories • New York

Intercreditor Agreement (this “Agreement”), dated as of April 26, 2011, 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 (such term, and other capitalized terms used herein but not otherwise defined, having the meaning set forth in Section 1.1 below), U.S. NATIONAL BANK ASSOCIATION, as Trustee and as Second Priority Agent (in such capacity, with its successors and assigns, and as more specifically defined below, the “Second Priority Representative”) for the Second Priority Secured Parties, COMMERCIAL VEHICLE GROUP, INC., a Delaware corporation (the “Company”) and each of the other Loan Parties party hereto.

COMMERCIAL VEHICLE GROUP, INC., as Issuer, the SUBSIDIARY GUARANTORS named herein, as Subsidiary Guarantors and U.S. Bank National Association, as Trustee INDENTURE Dated as of April 26, 2011 7.875% Senior Secured Notes Due 2019
Indenture • April 28th, 2011 • Commercial Vehicle Group, Inc. • Motor vehicle parts & accessories • New York

INDENTURE dated as of April 26, 2011, among COMMERCIAL VEHICLE GROUP, INC., a Delaware corporation (the “Company”), the Subsidiary Guarantors listed on the signature pages hereto and U.S. BANK NATIONAL ASSOCIATION, a national banking organization (the “Trustee”).

COMMERCIAL VEHICLE GROUP, INC., and EACH OTHER BORROWER, as Borrowers AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated as of April 26, 2011 CERTAIN FINANCIAL INSTITUTIONS, as Lenders, and BANK OF AMERICA, N.A., as Agent
Loan and Security Agreement • April 28th, 2011 • Commercial Vehicle Group, Inc. • Motor vehicle parts & accessories • Illinois

THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of April 26, 2011 (this “Agreement”), among COMMERCIAL VEHICLE GROUP, INC., a Delaware corporation (the “Company”), each other Borrower (as herein defined) from time to time party hereto, (together, with the Company, collectively, “Borrowers”), the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., as agent for Lenders (“Agent”)

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