Waiver and Seventh Amendment to Revolving Credit and Term Loan Agreement

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 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.

     5. 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 correct in all material respects as of the date of this Amendment, 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. The Borrowers represent and warrant that (i) the execution, delivery and performance of this Amendment and is within their corporate powers and have been duly authorized by all necessary corporate action; (ii) this Amendment has been duly executed and delivered by the Borrowers and constitute the legal, valid and binding obligations of the Borrowers, enforceable against the Borrowers in accordance with their terms (subject to limitations as to enforceability which might result from bankruptcy, insolvency, or other similar laws affecting creditors’ rights generally and general principles of equity); and (iii) after giving effect to this Amendment, no Events of Default or Default exist and are continuing.

     6. General.

     (a) The Company agrees to reimburse the Agent and the Syndication Agent within 10 days of demand for all reasonable out-of-pocket expenses paid or incurred by the Agent and the Syndication Agent including filing and recording costs and fees and expenses of outside counsel to the Agent and outside counsel to the Syndication Agent (determined on the basis of such counsels’ generally applicable rates, which may be higher than the rates such counsel charges the Agent or the Syndication Agent in certain matters) in the preparation, negotiation and execution of this Amendment and any documents related thereto (collectively, the “Amendment Documents”), and to pay and save the Banks harmless from all liability for any stamp or other taxes which may be payable with respect to the execution or delivery of this Amendment and the Amendment Documents, which obligations of the Company shall survive any termination of the Loan Agreement.

     (b) This Amendment may be executed in as many counterparts (including via facsimile or electronic PDF transmission) as may be deemed necessary or convenient, and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed an original but all such counterparts shall constitute but one and the same instrument.

     (c) Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction.

     (d) The validity, construction and enforceability of this Amendment and the New Notes shall be governed by the internal laws of the State of New York, without giving effect to conflict of laws principles thereof, but giving effect to federal laws of the United States applicable to national banks.

     (e) This Amendment and the Amendment Documents shall be binding upon the Borrowers, the Banks, the Agent, the Syndication Agent and their respective permitted successors and assigns, and shall inure to the benefit of the Borrowers, the

Banks, the Agent, the Syndication Agent and the successors and permitted assigns of the Banks, the Agent and the Syndication Agent.

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first above written.

Address:
6530 Campus Way
New Albany, Ohio 43054
Fax: (614)  ###-###-####
Attention: Jeff Vogel

[Signature Page to Waiver and Seventh Amendment]